Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
CenterPoint Energy, Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm
93
Statements of Consolidated Income
95
Statements of Consolidated Comprehensive Income
96
Consolidated Balance Sheets
97
Statements of Consolidated Cash Flows
99
Statements of Consolidated Changes in Equity
100
CenterPoint Energy Houston Electric, LLC and Subsidiaries
Report of Independent Registered Public Accounting Firm 101
Statements of Consolidated Income 103
Statements of Consolidated Comprehensive Income
104
Consolidated Balance Sheets 105
Statements of Consolidated Cash Flows 107
Statements of Consolidated Changes in Equity 108
CenterPoint Energy Resources Corp. and Subsidiaries
Report of Independent Registered Public Accounting Firm 109
Statements of Consolidated Income 111
Statements of Consolidated Comprehensive Income 112
Consolidated Balance Sheets 113
Statements of Consolidated Cash Flows 115
Statements of Consolidated Changes in Equity 116
90
Combined Notes to Consolidated Financial Statements
(1) Background and Basis of Presentation
117
(2) Summary of Significant Accounting Policies
118
(3) Property, Plant and Equipment
122
(4) Held for Sale, Divestitures and Acquisition (CenterPoint Energy and CERC)
124
(5) Revenue
126
(6) Goodwill 129
(7) Regulatory Matters
131
(8) Stock-Based Incentive Compensation Plans and Employee Benefit Plans
137
(9) Fair Value Measurements
147
(10) Equity Securities and Indexed Debt Securities (ZENS) (CenterPoint Energy)
149
(11) Equity
151
(12) Short-term Borrowings and Long-term Debt
154
(13) Income Taxes
160
(14) Commitments and Contingencies
164
(15) Earnings Per Share (CenterPoint Energy)
171
(16) Reportable Segments
172
(17) Supplemental Disclosure of Cash Flow and Balance Sheet Information
176
(18) Related Party Transactions (Houston Electric and CERC)
177
(19) Leases
178
(20) Subsequent Events
181
91
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of CenterPoint Energy, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CenterPoint Energy, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
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.
Impact of Rate Regulation on the Financial Statements — Refer to Note 7 to the financial statements
Critical Audit Matter Description
The Company is subject to rate regulation by regulators and commissions in various jurisdictions (collectively, the “Commissions”) that have jurisdiction with respect to the rates of electric and gas transmission and distribution companies in those jurisdictions. Management has determined its regulated operations meet the requirements under accounting principles generally accepted in the United States of America to prepare its financial statements applying the specialized rules to account for the effects of cost-based rate regulation. The impacts of accounting for the economics of rate regulation are pervasive to the financial statements and disclosures.
The Company’s rates are subject to regulatory rate-setting processes by the Commissions. Rates are determined and approved in regulatory proceedings based on an analysis of the Company’s costs to provide utility service and a return on, and recovery of, the Company’s investment in the utility business. Regulatory decisions can have an impact on the recovery of costs, the rate of return earned on investment, and the timing and amount of assets to be recovered in rates. The Commissions’ regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital. Decisions
92
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. 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: (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.
We identified rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about certain affected account balances and disclosures and the high degree of subjectivity involved in assessing the impact of regulatory actions on the financial statements. Management’s judgments include assessing the likelihood of (1) recovery in future rates of incurred costs, (2) a disallowance of capital investments made by the Company and (3) refunds to customers. Given that certain of management’s accounting judgments are based on assumptions about the outcome of decisions by the Commissions, auditing these judgments required specialized knowledge of accounting for rate regulation and the rate setting process.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the potential uncertainty of decisions by the Commissions included the following, among others:
• We evaluated the Company’s disclosures related to the effects of rate regulation by testing certain recorded balances and evaluating regulatory developments.
• We read relevant regulatory orders issued by the Commissions, regulatory statutes, filings made by the Company and intervenors, and other external information. We evaluated relevant external information and compared it to certain recorded regulatory asset and liability balances for completeness.
• 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
Houston, Texas
February 19, 2026
We have served as the Company's auditor since 1932.
93
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
Year Ended December 31,
2025 2024 2023
(in millions, except per share amounts)
Revenues:
Utility revenues $ 9,301 $ 8,589 $ 8,524
Non-utility revenues 56 54 172
Total 9,357 8,643 8,696
Expenses:
Utility natural gas, fuel and purchased power 2,113 1,715 2,061
Non-utility cost of revenues, including natural gas 4 3 99
Operation and maintenance 3,024 2,949 2,850
Depreciation and amortization 1,530 1,439 1,401
Taxes other than income taxes 576 547 525
Total 7,247 6,653 6,936
Operating Income 2,110 1,990 1,760
Other Income (Expense):
Loss on sale
( 49 ) — ( 13 )
Gain (loss) on equity securities ( 51 ) 20 31
Gain (loss) on indexed debt securities 55 ( 14 ) ( 27 )
Interest expense and other finance charges ( 882 ) ( 818 ) ( 684 )
Interest expense on Securitization Bonds ( 21 ) ( 20 ) ( 17 )
Other income, net
85 56 37
Total ( 863 ) ( 776 ) ( 673 )
Income Before Income Taxes
1,247 1,214 1,087
Income tax expense 195 195 170
Net Income 1,052 1,019 917
Income allocated to preferred shareholders — — 50
Income Available to Common Shareholders $ 1,052 $ 1,019 $ 867
Basic Earnings Per Common Share $ 1.61 $ 1.58 $ 1.37
Diluted Earnings Per Common Share $ 1.60 $ 1.58 $ 1.37
Weighted Average Common Shares Outstanding, Basic 653 643 631
Weighted Average Common Shares Outstanding, Diluted 656 644 633
See Combined Notes to Consolidated Financial Statements
94
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
Year Ended December 31,
2025 2024 2023
(in millions)
Net income
$ 1,052 $ 1,019 $ 917
Other comprehensive income (loss):
Adjustment to pension and other postemployment plans (net of tax expense (benefit) of $ 0 , $ 4 and $( 1 ), respectively)
( 8 ) 15 ( 5 )
Net deferred gain from cash flow hedges (net of tax of $ 0 , $ 0 and $ 0 )
— 4 1
Reclassification of deferred (gain) loss from cash flow hedges realized in net income (net of tax of $ 0 , $ 0 and $ 0 )
( 1 ) ( 1 ) —
Total ( 9 ) 18 ( 4 )
Comprehensive income 1,043 1,037 $ 913
Income allocated to preferred shareholders — — 50
Comprehensive income available to common shareholders $ 1,043 $ 1,037 $ 863
See Combined Notes to Consolidated Financial Statements
95
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2025 December 31, 2024
(in millions)
ASSETS
Current Assets:
Cash and cash equivalents ($ 34 and $ 21 related to VIEs, respectively)
$ 38 $ 24
Investment in equity securities 510 561
Accounts receivable ($ 6 and $ 2 related to VIEs, respectively), less allowance for credit losses of $ 25 and $ 28 , respectively
806 717
Accrued unbilled revenues ($ 4 and $ 2 related to VIEs, respectively), less allowance for credit losses of $ 2 and $ 2 , respectively
600 521
Materials and supplies 517 541
Natural gas and coal inventory 215 173
Taxes receivable 36 121
Current assets held for sale
2,669 1,361
Regulatory assets 170 239
Prepaid expenses and other current assets ($ 6 and $ 2 related to VIEs, respectively)
140 123
Total current assets 5,701 4,381
Property, Plant and Equipment, Net:
Property, plant and equipment 44,676 42,667
Less: accumulated depreciation and amortization 10,620 10,578
Property, plant and equipment, net
34,056 32,089
Other Assets:
Goodwill 3,550 3,943
Regulatory assets ($ 683 and $ 313 related to VIEs, respectively)
3,005 3,108
Other non-current assets 222 247
Total other assets 6,777 7,298
Total Assets $ 46,534 $ 43,768
See Combined Notes to Consolidated Financial Statements
96
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - (continued)
December 31, 2025 December 31, 2024
(in millions, except par value and shares)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term borrowings $ 500 $ 500
Current portion of VIE Securitization Bonds long-term debt 41 13
Indexed debt, net — 2
Current portion of other long-term debt 1,873 51
Indexed debt securities derivative 564 619
Accounts payable 1,300 1,320
Taxes accrued 344 329
Interest accrued ($ 7 and $ 2 related to VIEs, respectively)
313 274
Dividends accrued 150 143
Customer deposits ($ 2 and $ 0 related to VIEs, respectively)
89 93
Current liabilities held for sale
520 176
Other current liabilities ($ 15 and $ 0 related to VIEs, respectively)
566 525
Total current liabilities 6,260 4,045
Other Liabilities:
Deferred income taxes, net 4,602 4,389
Benefit obligations 491 550
Regulatory liabilities 2,692 2,999
Other non-current liabilities 770 722
Total other liabilities 8,555 8,660
Long-term Debt, net:
VIE Securitization Bonds, net 664 308
Other long-term debt, net 19,902 20,089
Total long-term debt, net 20,566 20,397
Commitments and Contingencies (Note 14)
Shareholders’ Equity:
Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 652,869,575 shares and 651,727,276 shares outstanding, respectively
6 6
Additional paid-in capital 9,130 9,105
Retained earnings 2,043 1,572
Accumulated other comprehensive loss ( 26 ) ( 17 )
Total shareholders’ equity 11,153 10,666
Total Liabilities and Shareholders’ Equity $ 46,534 $ 43,768
See Combined Notes to Consolidated Financial Statements
97
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
Year Ended December 31,
2025 2024 2023
(in millions)
Cash Flows from Operating Activities:
Net income $ 1,052 $ 1,019 $ 917
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,530 1,439 1,401
Deferred income taxes 122 221 31
Loss on sale
49 — 13
Loss (gain) on equity securities 51 ( 20 ) ( 31 )
Loss (gain) on indexed debt securities ( 55 ) 14 27
Pension and postretirement contributions
( 130 ) ( 30 ) ( 32 )
Changes in other assets and liabilities:
Accounts receivable and unbilled revenues, net ( 253 ) ( 84 ) 423
Inventory ( 17 ) 42 167
Accounts payable ( 15 ) 210 ( 302 )
Other current assets
146 ( 118 ) 1,183
Other current liabilities
64 106 57
Other non-current assets
( 131 ) ( 642 ) ( 62 )
Other non-current liabilities
157 ( 32 ) 25
Other operating activities, net ( 84 ) 14 60
Net cash provided by operating activities 2,486 2,139 3,877
Cash Flows from Investing Activities:
Capital expenditures ( 4,870 ) ( 4,513 ) ( 4,401 )
Payment for asset acquisition
( 357 ) — —
Proceeds from divestitures
1,219 — 144
Other investing activities, net ( 8 ) 24 24
Net cash used in investing activities ( 4,016 ) ( 4,489 ) ( 4,233 )
Cash Flows from Financing Activities:
Decrease in short-term borrowings, net
( 3 ) ( 4 ) ( 10 )
Payments of commercial paper, net
( 2 ) ( 539 ) ( 1,055 )
Proceeds from long-term debt and term loans, net
3,714 3,955 6,044
Payments of long-term debt and term loans, including make-whole premiums ( 1,579 ) ( 1,050 ) ( 3,190 )
Payment of debt issuance costs ( 46 ) ( 35 ) ( 55 )
Payment of dividends on Common Stock ( 574 ) ( 522 ) ( 485 )
Payment of dividends on Preferred Stock
— — ( 50 )
Proceeds from issuance of Common Stock, net — 494 —
Redemption of Series A Preferred Stock
— — ( 800 )
Other financing activities, net 39 ( 28 ) ( 25 )
Net cash provided by financing activities
1,549 2,271 374
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 19 ( 79 ) 18
Cash, Cash Equivalents and Restricted Cash at Beginning of Period
30 109 91
Cash, Cash Equivalents and Restricted Cash at End of Period
$ 49 $ 30 $ 109
See Combined Notes to Consolidated Financial Statements
98
CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY
2025 2024 2023
Shares Amount Shares Amount Shares Amount
(in millions of dollars and shares, except authorized shares and par value)
Cumulative Preferred Stock, $ 0.01 par value; authorized 20,000,000 shares
Balance, beginning of year — $ — — $ — 1 $ 790
Redemption of Series A Preferred Stock — — — — ( 1 ) ( 790 )
Balance, end of year — — — — — —
Common Stock, $ 0.01 par value; authorized 1,000,000,000 shares
Balance, beginning of year 652 6 631 6 630 6
Issuances of Common Stock — — 19 — — —
Issuances related to benefit and investment plans 1 — 2 — 1 —
Balance, end of year 653 6 652 6 631 6
Additional Paid-in-Capital
Balance, beginning of year 9,105 8,604 8,568
Issuances of Common Stock, net of issuance costs — 494 —
Issuances related to benefit and investment plans 25 7 36
Balance, end of year 9,130 9,105 8,604
Retained Earnings
Balance, beginning of year 1,572 1,092 709
Net income 1,052 1,019 917
Common Stock dividends declared (see Note 11)
( 581 ) ( 539 ) ( 492 )
Series A Preferred Stock dividends declared (see Note 11)
— — ( 42 )
Balance, end of year 2,043 1,572 1,092
Accumulated Other Comprehensive Loss
Balance, beginning of year ( 17 ) ( 35 ) ( 31 )
Other comprehensive income (loss) ( 9 ) 18 ( 4 )
Balance, end of year ( 26 ) ( 17 ) ( 35 )
Total Shareholders’ Equity $ 11,153 $ 10,666 $ 9,667
See Combined Notes to Consolidated Financial Statements
99
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Member of CenterPoint Energy Houston Electric, LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CenterPoint Energy Houston Electric, LLC and subsidiaries (an indirect wholly-owned subsidiary of CenterPoint Energy, Inc.) (the "Company") as of December 31, 2025 and 2024, the related statements of consolidated income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
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.
Impact of Rate Regulation on the Financial Statements — Refer to Note 7 to the financial statements
Critical Audit Matter Description
The Company is subject to rate regulation by the Public Utility Commission of Texas (“PUCT”), which has jurisdiction with respect to the rates of electric transmission and distribution companies in Texas. Management has determined it meets the requirements under accounting principles generally accepted in the United States of America to prepare its financial statements applying the specialized rules to account for the effects of cost-based rate regulation. The impacts of accounting for the economics of rate regulation are pervasive to the financial statements and disclosures.
The Company’s rates are subject to regulatory rate-setting processes by the PUCT. Rates are determined and approved in regulatory proceedings based on an analysis of the Company’s costs to provide utility service and a return on, and recovery of, the Company’s investment in the utility business. Regulatory decisions can have an impact on the recovery of costs, the rate of return earned on investment, and the timing and amount of assets to be recovered in rates. The PUCT’s regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital. 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. 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: (1)
100
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.
We identified rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about certain affected account balances and disclosures and the high degree of subjectivity involved in assessing the impact of regulatory actions on the financial statements. Management’s judgments include assessing the likelihood of (1) recovery in future rates of incurred costs, (2) a disallowance of capital investments made by the Company, and (3) refunds to customers. Given that certain of management’s accounting judgments are based on assumptions about the outcome of decisions by the PUCT, auditing these judgments required specialized knowledge of accounting for rate regulation and the rate setting process.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the potential uncertainty of decisions by the PUCT included the following, among others:
• We evaluated the Company’s disclosures related to the effects of rate regulation by testing certain recorded balances and evaluating regulatory developments.
• We read relevant regulatory orders issued by the PUCT, regulatory statutes, filings made by the Company and intervenors, and other external information. We evaluated relevant external information and compared it to certain recorded regulatory asset and liability balances for completeness.
• 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
Houston, Texas
February 19, 2026
We have served as the Company's auditor since 1932.
101
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
STATEMENTS OF CONSOLIDATED INCOME
Year Ended December 31,
2025 2024 2023
(in millions)
Revenues $ 4,084 $ 3,939 $ 3,677
Expenses:
Operation and maintenance 1,913 1,927 1,673
Depreciation and amortization 807 762 748
Taxes other than income taxes 312 295 262
Total 3,032 2,984 2,683
Operating Income 1,052 955 994
Other Income (Expense):
Interest expense and other finance charges ( 369 ) ( 311 ) ( 259 )
Interest expense on Securitization Bonds ( 6 ) ( 3 ) ( 8 )
Other income, net 48 43 34
Total ( 327 ) ( 271 ) ( 233 )
Income Before Income Taxes 725 684 761
Income tax expense 147 138 168
Net Income $ 578 $ 546 $ 593
See Combined Notes to Consolidated Financial Statements
102
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
Year Ended December 31,
2025 2024 2023
(in millions)
Net income $ 578 $ 546 $ 593
Other comprehensive loss:
Adjustment to pension and other postretirement plans (net of tax of $ 0 , $ 0 and $ 0 )
( 1 ) ( 1 ) —
Total ( 1 ) ( 1 ) —
Comprehensive income $ 577 $ 545 $ 593
See Combined Notes to Consolidated Financial Statements
103
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONSOLIDATED BALANCE SHEETS
December 31, 2025 December 31, 2024
(in millions)
ASSETS
Current Assets:
Cash and cash equivalents ($ 25 and $ 14 related to VIEs, respectively)
$ 25 $ 14
Accounts and notes receivable, net ($ 5 and $ 0 related to VIEs, respectively), less allowance for credit losses of $ 2 and $ 2 , respectively
326 307
Accrued unbilled revenues ($ 3 and $ 0 related to VIEs, respectively)
169 137
Accounts and notes receivable—affiliated companies 4 371
Materials and supplies 357 392
Prepaid expenses and other current assets ($ 4 and $ 0 related to VIEs, respectively)
49 44
Total current assets 930 1,265
Property, Plant and Equipment, Net
Property, plant and equipment 23,947 21,750
Less: accumulated depreciation and amortization 4,944 4,628
Property, plant and equipment, net 19,003 17,122
Other Assets:
Regulatory assets ($ 384 and $ 0 related to VIEs, respectively)
1,612 1,284
Other non-current assets 33 41
Total other assets 1,645 1,325
Total Assets $ 21,578 $ 19,712
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities:
Short-term borrowings
$ 500 $ 500
Current portion of VIE Securitization Bonds long-term debt 27 —
Current portion of other long-term debt 300 —
Accounts payable 579 681
Accounts and notes payable—affiliated companies
151 119
Taxes accrued 265 189
Interest accrued ($ 5 and $ 0 related to VIEs, respectively)
133 108
Other current liabilities ($ 17 and $ 0 related to VIEs, respectively)
198 144
Total current liabilities 2,153 1,741
Other Liabilities:
Deferred income taxes, net 1,609 1,502
Benefit obligations 38 32
Regulatory liabilities 850 861
Other non-current liabilities 144 95
Total other liabilities 2,641 2,490
Long-Term Debt, net:
VIE Securitization Bonds, net 369 —
Other long-term debt, net 8,883 8,322
Total long-term debt, net
9,252 8,322
Commitments and Contingencies (Note 14)
Member’s Equity:
Common stock — —
Additional paid-in capital 5,683 5,589
Retained earnings 1,851 1,571
Accumulated other comprehensive loss ( 2 ) ( 1 )
Total member’s equity 7,532 7,159
Total Liabilities and Member’s Equity $ 21,578 $ 19,712
See Combined Notes to Consolidated Financial Statements
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CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
STATEMENTS OF CONSOLIDATED CASH FLOWS
Year Ended December 31,
2025 2024 2023
(in millions)
Cash Flows from Operating Activities:
Net income $ 578 $ 546 $ 593
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 807 762 748
Deferred income taxes 81 61 160
Changes in other assets and liabilities:
Accounts receivable and unbilled revenues, net
( 51 ) ( 10 ) 16
Accounts receivable/payable–affiliated companies ( 23 ) 25 ( 1 )
Inventory 35 17 62
Accounts payable ( 152 ) 89 ( 60 )
Other current assets
( 1 ) 7 ( 48 )
Other current liabilities
121 76 44
Other non-current assets
( 217 ) ( 587 ) ( 87 )
Other non-current liabilities
23 ( 29 ) ( 14 )
Other operating activities, net ( 24 ) 3 ( 12 )
Net cash provided by operating activities 1,177 960 1,401
Cash Flows from Investing Activities:
Capital expenditures ( 2,831 ) ( 2,642 ) ( 2,279 )
Decrease (increase) in notes receivable–affiliated companies
368 ( 130 ) ( 238 )
Other investing activities, net 114 5 14
Net cash used in investing activities ( 2,349 ) ( 2,767 ) ( 2,503 )
Cash Flows from Financing Activities:
Proceeds from long-term debt and term loan, net
1,499 1,397 1,398
Payments of long-term debt ( 200 ) ( 161 ) ( 156 )
Increase (decrease) in notes payable–affiliated companies
54 — ( 642 )
Payment of debt issuance costs ( 18 ) ( 8 ) ( 13 )
Dividend to parent
( 298 ) ( 339 ) ( 367 )
Contribution from parent 94 844 885
Other financing activities, net 56 ( 1 ) ( 2 )
Net cash provided by financing activities 1,187 1,732 1,103
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 15 ( 75 ) 1
Cash, Cash Equivalents and Restricted Cash at Beginning of the Period
14 89 88
Cash, Cash Equivalents and Restricted Cash at End of the Period
$ 29 $ 14 $ 89
See Combined Notes to Consolidated Financial Statements
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CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY
2025 2024 2023
Shares Amount Shares Amount Shares Amount
(in millions, except share amounts)
Common Stock
Balance, beginning of year 1,000 $ — 1,000 $ — 1,000 $ —
Balance, end of year 1,000 — 1,000 — 1,000 —
Additional Paid-in-Capital
Balance, beginning of year 5,589 4,745 3,860
Contribution from parent 94 844 885
Balance, end of year 5,683 5,589 4,745
Retained Earnings
Balance, beginning of year 1,571 1,364 1,138
Net income 578 546 593
Dividend to parent ( 298 ) ( 339 ) ( 367 )
Balance, end of year 1,851 1,571 1,364
Accumulated Other Comprehensive Loss
Balance, beginning of year ( 1 ) — —
Other comprehensive loss
( 1 ) ( 1 ) —
Balance, end of year ( 2 ) ( 1 ) —
Total Member’s Equity $ 7,532 $ 7,159 $ 6,109
See Combined Notes to Consolidated Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholder of CenterPoint Energy Resources Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CenterPoint Energy Resources Corp. and subsidiaries (an indirect wholly-owned subsidiary of CenterPoint Energy, Inc.) (the "Company") as of December 31, 2025 and 2024, the related statements of consolidated income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
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.
Impact of Rate Regulation on the Financial Statements — Refer to Note 7 to the financial statements
Critical Audit Matter Description
The Company is subject to rate regulation by regulators and commissions in various jurisdictions (collectively, the “Commissions”) that have jurisdiction with respect to the rates of gas transmission and distribution companies in those jurisdictions. Management has determined its regulated operations meet the requirements under accounting principles generally accepted in the United States of America to prepare its financial statements applying the specialized rules to account for the effects of cost-based rate regulation. The impacts of accounting for the economics of rate regulation are pervasive to the financial statements and disclosures.
The Company’s rates are subject to regulatory rate-setting processes by the Commissions. Rates are determined and approved in regulatory proceedings based on an analysis of the Company’s costs to provide utility service and a return on, and recovery of, the Company’s investment in the utility business. Regulatory decisions can have an impact on the recovery of costs, the rate of return earned on investment, and the timing and amount of assets to be recovered in rates. The Commissions’ regulation of rates is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital. 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. While the
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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.
We identified rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about certain affected account balances and disclosures and the high degree of subjectivity involved in assessing the impact of regulatory actions on the financial statements. Management’s judgments include assessing the likelihood of (1) recovery in future rates of incurred costs, (2) a disallowance of capital investments made by the Company and (3) refunds to customers. Given that certain of management’s accounting judgments are based on assumptions about the outcome of decisions by the Commissions, auditing these judgments required specialized knowledge of accounting for rate regulation and the rate setting process.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the potential uncertainty of decisions by the Commissions included the following, among others:
• We evaluated the Company’s disclosures related to the effects of rate regulation by testing certain recorded balances and evaluating regulatory developments.
• We read relevant regulatory orders issued by the Commissions, regulatory statutes, filings made by the Company and intervenors, and other external information. We evaluated relevant external information and compared it to certain recorded regulatory asset and liability balances for completeness.
• 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
Houston, Texas
February 19, 2026
We have served as the Company's auditor since 1997.
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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
STATEMENTS OF CONSOLIDATED INCOME
Year Ended December 31,
2025 2024 2023
(in millions)
Revenues:
Utility revenues $ 4,296 $ 3,878 $ 4,107
Non-utility revenues 48 47 42
Total 4,344 3,925 4,149
Expenses:
Utility natural gas 1,803 1,489 1,856
Non-utility cost of revenues, including natural gas 4 3 3
Operation and maintenance 895 848 904
Depreciation and amortization 541 522 493
Taxes other than income taxes 242 234 243
Total 3,485 3,096 3,499
Operating Income 859 829 650
Other Income (Expense):
Gain on sale 46 — —
Interest expense and other finance charges ( 194 ) ( 197 ) ( 178 )
Other income, net
25 12 14
Total ( 123 ) ( 185 ) ( 164 )
Income Before Income Taxes 736 644 486
Income tax expense (benefit) 97 104 ( 26 )
Net Income $ 639 $ 540 $ 512
See Combined Notes to Consolidated Financial Statements
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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
Year Ended December 31,
2025 2024 2023
(in millions)
Net income $ 639 $ 540 $ 512
Other comprehensive income (loss):
Adjustment to pension and other postretirement plans (net of tax benefit of $ 1 , $ 0 and $ 0 )
( 2 ) 1 —
Total ( 2 ) 1 —
Comprehensive income $ 637 $ 541 $ 512
See Combined Notes to Consolidated Financial Statements
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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONSOLIDATED BALANCE SHEETS
December 31, 2025 December 31, 2024
(in millions)
ASSETS
Current Assets :
Cash and cash equivalents $ — $ 2
Accounts receivable, less allowance for credit losses of $ 19 and $ 24 , respectively
391 349
Accrued unbilled revenue, less allowance for credit losses of $ 2 and $ 2 , respectively
372 338
Accounts receivable—affiliated companies
6 6
Material and supplies 114 105
Natural gas inventory 165 137
Taxes receivable — 46
Current assets held for sale
2,495 1,266
Regulatory assets 169 238
Prepaid expenses and other current assets 48 50
Total current assets 3,760 2,537
Property, Plant and Equipment, Net:
Property, plant and equipment 14,540 15,552
Less: accumulated depreciation and amortization 3,820 4,146
Property, plant and equipment, net 10,720 11,406
Other Assets:
Goodwill 1,242 1,461
Regulatory assets 479 903
Other non-current assets 63 118
Total other assets 1,784 2,482
Total Assets $ 16,264 $ 16,425
See Combined Notes to Consolidated Financial Statements
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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
CONSOLIDATED BALANCE SHEETS - (continued)
December 31, 2025 December 31, 2024
(in millions)
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities:
Current portion of long-term debt $ 60 $ 10
Accounts payable 480 405
Accounts and notes payable—affiliated companies
394 101
Taxes accrued 165 150
Interest accrued 74 82
Customer deposits 76 81
Current liabilities held for sale
520 176
Other current liabilities 242 255
Total current liabilities 2,011 1,260
Other Liabilities:
Deferred income taxes, net 1,426 1,370
Benefit obligations 62 63
Regulatory liabilities 1,616 1,887
Other non-current liabilities 317 403
Total other liabilities 3,421 3,723
Long-Term Debt, Net
4,657 5,174
Commitments and Contingencies (Note 14)
Stockholder’s Equity:
Common stock — —
Additional paid-in capital 4,519 4,519
Retained earnings 1,641 1,732
Accumulated other comprehensive income 15 17
Total stockholder’s equity 6,175 6,268
Total Liabilities and Stockholder’s Equity
$ 16,264 $ 16,425
See Combined Notes to Consolidated Financial Statements
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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
STATEMENTS OF CONSOLIDATED CASH FLOWS
Year Ended December 31,
2025 2024 2023
(in millions)
Cash Flows from Operating Activities:
Net income $ 639 $ 540 $ 512
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 541 522 493
Deferred income taxes 8 55 ( 41 )
Gain on sale
( 46 ) — —
Changes in other assets and liabilities:
Accounts receivable and unbilled revenues, net ( 162 ) ( 73 ) 410
Accounts receivable/payable–affiliated companies 2 38 ( 81 )
Inventory ( 34 ) 6 101
Accounts payable 134 43 ( 250 )
Other current assets
124 ( 26 ) 1,050
Other current liabilities
( 8 ) 20 44
Other non-current assets
152 ( 122 ) 13
Other non-current liabilities
( 53 ) 89 40
Other operating activities, net ( 35 ) ( 24 ) 21
Net cash provided by operating activities
1,262 1,068 2,312
Cash Flows from Investing Activities:
Capital expenditures ( 1,527 ) ( 1,439 ) ( 1,619 )
Decrease (increase) in notes receivable–affiliated companies
— 1 ( 1 )
Proceeds from divestitures
1,219 — —
Other investing activities, net ( 53 ) 19 ( 23 )
Net cash provided by (used in) investing activities
( 361 ) ( 1,419 ) ( 1,643 )
Cash Flows from Financing Activities:
Decrease in short-term borrowings, net
( 3 ) ( 4 ) ( 10 )
Proceeds from (payments of) commercial paper, net
( 40 ) 115 ( 321 )
Proceeds from long-term debt and term loans, net
— 399 2,006
Payments of long-term debt and term loans
( 420 ) — ( 2,332 )
Increase in notes payable-affiliated companies
291 — —
Payments of debt issuance costs
— ( 3 ) ( 14 )
Dividend to parent
( 730 ) ( 442 ) ( 496 )
Contribution from parent
— 290 500
Other financing activities, net ( 1 ) ( 3 ) ( 1 )
Net cash provided by (used in) financing activities
( 903 ) 352 ( 668 )
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash ( 2 ) 1 1
Cash, Cash Equivalents and Restricted Cash at Beginning of Period
2 1 —
Cash, Cash Equivalents and Restricted Cash at End of Period
$ — $ 2 $ 1
See Combined Notes to Consolidated Financial Statements
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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF CENTERPOINT ENERGY, INC.)
STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY
2025 2024 2023
Shares Amount Shares Amount Shares Amount
(in millions, except share amounts)
Common Stock
Balance, beginning of year 1,000 $ — 1,000 $ — 1,000 $ —
Balance, end of year 1,000 — 1,000 — 1,000 —
Additional Paid-in-Capital
Balance, beginning of year 4,519 4,229 3,729
Contribution from parent — 290 500
Balance, end of year 4,519 4,519 4,229
Retained Earnings
Balance, beginning of year 1,732 1,634 1,618
Net income 639 540 512
Dividend to parent ( 730 ) ( 442 ) ( 496 )
Balance, end of year 1,641 1,732 1,634
Accumulated Other Comprehensive Income
Balance, beginning of year 17 16 16
Other comprehensive income (loss)
( 2 ) 1 —
Balance, end of year 15 17 16
Total Stockholder’s Equity $ 6,175 $ 6,268 $ 5,879
See Combined Notes to Consolidated Financial Statements
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CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC AND SUBSIDIARIES
CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES
COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Background and Basis of Presentation
General. This combined Form 10-K is filed separately by three registrants: CenterPoint Energy, Inc., CenterPoint Energy Houston Electric, LLC and CenterPoint Energy Resources Corp. Information contained herein relating to any individual Registrant is filed by such Registrant solely on its own behalf. 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.
Except as discussed in Note 12, no Registrant has an obligation in respect of any other Registrant’s debt securities, and holders of such debt securities should not consider the financial resources or results of operations of any Registrant other than the obligor in making a decision with respect to such securities.
Basis of Presentation . Included in this combined Form 10-K are the consolidated financial statements of the Registrants. The Combined Notes to the Consolidated Financial Statements apply to all Registrants and specific references to Houston Electric and CERC herein also pertain to CenterPoint Energy, unless otherwise indicated. Additionally, certain amounts from prior years have been reclassified to conform to the current presentation.
Background. CenterPoint Energy is a public utility holding company. CenterPoint Energy’s operating subsidiaries own and operate electric transmission, distribution and generation facilities and natural gas distribution systems.
As of December 31, 2025, CenterPoint Energy’s indirect, wholly-owned operating subsidiaries included:
• 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;
• 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; and
• 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. Houston Electric and CERC each consist of a single reportable segment. For a description of CenterPoint Energy’s reportable segments, see Note 16.
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. 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. 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. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions. For further information, see Note 4.
Principles of Consolidation. The accompanying consolidated financial statements are prepared in conformity with GAAP. The accounts of the Registrants and their wholly-owned and majority-owned and controlled subsidiaries are included in the consolidated financial statements. All intercompany transactions and balances are eliminated in consolidation; however, intercompany profits have not been eliminated when such amounts are probable of recovery under the affiliates’ rate regulation process.
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. The
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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. CenterPoint Energy, through SIGECO, has a controlling financial interest in the SIGECO Securitization Subsidiary and is its primary beneficiary. 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. 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. 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.
(2) Summary of Significant Accounting Policies
(a) Use of Estimates
The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(b) Revenues
The Registrants record revenue for electricity delivery and natural gas sales and services under the accrual method and these revenues are recognized upon delivery to customers. Electricity deliveries not billed by month-end are accrued based on actual AMS meter data, supply volumes, estimated line loss and applicable tariff rates. Natural gas sales not billed by month-end are accrued based upon estimated purchased gas volumes, estimated lost and unaccounted for gas and currently effective tariff rates. For further discussion, see Note 5.
(c) MISO Transactions
Indiana Electric is a member of the MISO. MISO-related purchase and sale transactions are recorded using settlement information provided by the MISO. These purchase and sale transactions are accounted for on at least a net hourly position, in which net purchases within that interval are recorded as Utility natural gas, fuel and purchased power and net sales within that interval are recorded as Utility revenues on CenterPoint Energy’s Statements of Consolidated Income. On occasion, prior period transactions are resettled outside the routine process due to a change in the MISO’s tariff or a material interpretation thereof. Expenses associated with resettlements are recorded once the resettlement is probable and the resettlement amount can be estimated. Revenues associated with resettlements are recognized when the amount is determinable and collectability is reasonably assured.
(d) Environmental Costs
The Registrants (i) expense or capitalize environmental expenditures, as appropriate, depending on their future economic benefit; (ii) expense amounts that relate to an existing condition caused by past operations that do not have future economic benefit; and (iii) record undiscounted liabilities related to these future costs when environmental assessments and/or remediation activities are probable and the costs can be reasonably estimated.
(e) Cash and Cash Equivalents and Restricted Cash
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. 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. These restricted cash accounts are not available for withdrawal until the maturity of the bonds and are not included in cash and cash equivalents. For more information on restricted cash, see Note 17.
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(f) Accounts Receivable and Allowance for Credit Losses
Accounts receivable are recorded at the invoiced amount and do not bear interest. Management reviews historical write-offs, current available information and reasonable and supportable forecasts to estimate and establish allowance for credit losses. Account balances are charged off against the allowance when management determines it is probable that the receivable will not be recovered. 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
The Registrants’ inventory consists principally of materials and supplies, and for CERC, natural gas, and for CenterPoint Energy, coal inventory. Materials and supplies are valued at the lower of average cost or market, are recorded to inventory when purchased and subsequently charged to expense or capitalized to plant when installed. Inventory related to CenterPoint Energy’s regulated operations is valued at historical cost consistent with ratemaking treatment. Coal inventory is valued at average cost. Certain natural gas in storage at CenterPoint Energy’s and CERC’s utilities are recorded using the last in, first out (LIFO) method. 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,
2025 (1)
2024
2025 (1)
2024
CenterPoint Energy CERC
(in millions)
LIFO inventory $ 104 $ 94 $ 84 $ 73
(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
The Registrants record property, plant and equipment at historical cost and expense repair and maintenance costs as incurred.
The Registrants periodically evaluate long-lived assets, including property, plant and equipment, when events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. For rate-regulated businesses, recoverability of long-lived assets is assessed by determining if a capital disallowance from a regulator is probable through monitoring the outcome of rate cases and other proceedings. For businesses that are not rate-regulated, recoverability is assessed based on an estimate of undiscounted cash flows attributable to the assets compared to the carrying value of the assets. No long-lived asset impairments were recorded in 2025, 2024 or 2023.
The Registrants compute depreciation and amortization using the straight-line method based on economic lives or regulatory-mandated recovery periods. Amortization expense includes amortization of certain regulatory assets.
(i) Goodwill
CenterPoint Energy and CERC perform goodwill impairment tests at least annually and evaluate goodwill when events or changes in circumstances indicate that its carrying value may not be recoverable. Goodwill is evaluated for impairment by performing a qualitative assessment or using a quantitative test. If CenterPoint Energy or CERC chooses to perform a qualitative assessment and determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative test is then performed; otherwise, no further testing is required. 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. 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. CenterPoint Energy includes deferred tax assets and liabilities within its reporting unit’s carrying value for the purposes of annual and interim impairment tests, regardless of whether the estimated fair value reflects the disposition of such assets and liabilities. For further information about the goodwill impairment tests, see Note 6.
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(j) Regulatory Assets and Liabilities
The Registrants apply the guidance for accounting for regulated operations within the Electric reportable segment and the Natural Gas reportable segment. The Registrants’ rate-regulated subsidiaries may collect revenues subject to refund pending final determination in rate proceedings. In connection with such revenues, estimated rate refund liabilities are recorded which reflect management’s current judgment of the ultimate outcomes of the proceedings.
The Registrants’ rate-regulated businesses recognize removal costs as a component of depreciation expense in accordance with regulatory treatment. 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.
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. When an ARO is recorded, the associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset. The Registrants recognize a regulatory asset or liability for the timing differences between the recognition of expenses and costs recovered through the ratemaking process. 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.
(k) Capitalization and Deferral of Interest, including AFUDC
The Registrants capitalize interest and AFUDC as a component of projects under construction and amortize it over the assets’ estimated useful lives once the assets are placed in service. Additionally, the Registrants defer interest costs into a regulatory asset when amounts are probable of recovery. Deferred debt interest is amortized over the recovery period for rate-making purposes. AFUDC represents the composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction for subsidiaries that apply the guidance for accounting for regulated operations. Although AFUDC increases both property, plant and equipment and earnings, it is realized in cash when the assets are included in rates. The table below includes interest capitalized or deferred for the periods presented:
Year Ended December 31,
2025 2024 2023
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Capitalized interest and AFUDC debt (1) $ 37 $ 21 $ 7 $ 33 $ 18 $ 8 $ 32 $ 18 $ 6
AFUDC equity (2) 74 37 15 66 33 17 62 32 14
Deferred debt interest (3) 71 39 30 65 24 36 65 16 43
(1) Included in Interest expense and other finance charges on the Registrants’ respective Statements of Consolidated Income.
(2) Included in Other income (expense), net on the Registrants’ respective Statements of Consolidated Income.
(3) Represents the amount on certain regulatory assets that are authorized to earn a return, such as debt post in-service carrying costs on property, plant and equipment, gas costs, storm restoration costs, and TEEEF (including returns on both regulatory and lease assets) and is included in Interest expense and other finance charges on the Registrants’ respective Statements of Consolidated Income.
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(l) Leases
An arrangement is determined to be a lease at inception based on whether the Registrant has the right to control the use of an identified asset. ROU assets represent the Registrants’ right to use the underlying asset for the lease term and lease liabilities represent the Registrants’ obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, including payments at commencement that depend on an index or rate. Most leases in which the Registrants are the lessee do not have a readily determinable implicit rate, so an incremental borrowing rate, based on the information available at the lease commencement date, is utilized to determine the present value of lease payments. When a secured borrowing rate is not readily available, unsecured borrowing rates are adjusted for the effects of collateral to determine the incremental borrowing rate. Each Registrant uses the implicit rate for agreements in which it is a lessor. Lease income and expense for operating leases and ROU amortization for finance leases are recognized on a straight-line basis over the lease term.
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. Sublease income is not significant to the Registrants.
The Registrants’ lease agreements do not contain any material residual value guarantees, material restrictions or material covenants. Except as described in Note 18, there are no lease transactions between related parties. Agreements in which the Registrants are lessors do not include provisions for the lessee to purchase the assets. Because risk is minimal, the Registrants do not take any significant actions to manage risk associated with the residual value of their leased assets.
The Registrants’ operating lease agreements are primarily equipment and real property leases, including land and office facility leases. 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. For further details on the Registrants’ leases, see Note 19.
(m) Income Taxes
Houston Electric and CERC are included in CenterPoint Energy’s U.S. federal consolidated income tax return. Houston Electric and CERC report their income tax provision on a separate entity basis pursuant to a tax sharing policy with CenterPoint Energy. Current federal and certain state income taxes are payable to or receivable from CenterPoint Energy.
The Registrants use the asset and liability method of accounting for deferred income taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is established against deferred tax assets for which management believes realization is not considered to be more likely than not. The Registrants recognize interest and penalties as a component of income tax expense (benefit), as applicable, in their respective Statements of Consolidated Income.
To the extent certain EDIT of the Registrants’ rate-regulated subsidiaries may be recoverable or payable through future rates, regulatory assets and liabilities have been recorded, respectively. See Note 13 for further discussion.
The Registrants use the portfolio approach to recognize income tax effects on other comprehensive income from accumulated other comprehensive income.
Investment tax credits are deferred and amortized to income over the approximate lives of the related property. Production tax credits extended by the IRA may be used to reduce current federal income taxes payable.
(n) Investments in Equity Securities (CenterPoint Energy)
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. For further discussion on equity securities, see Note 10.
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(o) Assets Held for Sale
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. 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.
Fair value is the amount at which an asset, liability or business could be bought or sold in a current transaction between willing parties and may be estimated using a number of techniques, including quoted market prices, present value techniques based on estimates of cash flows, or multiples of earnings or revenue performance measures. The fair value could be different if different estimates and assumptions in these valuation techniques were applied. Fair value measurements require significant judgment and often unobservable inputs, including (i) projected timing and amount of future cash flows, which factor in planned growth initiatives, (ii) the regulatory environment, as applicable, and (iii) discount rates reflecting risk inherent in the future market prices. Changes in these assumptions could have a significant impact on the resulting fair value.
As of December 31, 2025, certain assets and liabilities representing the Ohio natural gas LDC business met the held for sale criteria. The sale will be considered an asset sale for tax purposes, requiring net deferred tax liabilities to be excluded from held for sale balances. 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. 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. For further discussion of the sale, see Note 4.
(p) Recent Accounting Pronouncements
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). This ASU modernizes the accounting for software costs to adapt to an incremental and iterative software development method. 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. 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): Expense Disaggregation Disclosures (“ASU 2024-03”). This ASU improves disclosure of a public business entity’s expense by requiring disaggregated disclosure of expenses in commonly presented expense captions. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Early adoption is permitted. The Registrants are currently evaluating the impact of this ASU on their respective consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This ASU enhances the transparency of income tax disclosures related to rate reconciliation and income taxes. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Registrants adopted this ASU on December 31, 2025, on a retrospective basis. The adoption of this ASU did not have a material impact on their respective consolidated financial statements. 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.
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(3) Property, Plant and Equipment
(a) Property, Plant and Equipment
Property, plant and equipment includes the following for the periods presented:
December 31, 2025 December 31, 2024
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
(in years) (in millions)
CenterPoint Energy
Electric transmission and distribution 36 $ 23,721 $ 5,102 $ 18,619 $ 21,387 $ 4,810 $ 16,577
Electric generation
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)
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
Houston Electric
Electric transmission and distribution 36 $ 20,726 $ 3,915 $ 16,811 $ 18,645 $ 3,647 $ 14,998
Finance ROU asset (1)
7.5 662 327 335 662 232 430
Other property 20 2,559 702 1,857 2,443 749 1,694
Total $ 23,947 $ 4,944 $ 19,003 $ 21,750 $ 4,628 $ 17,122
CERC
Natural gas distribution 33 $ 14,451 $ 3,792 $ 10,659 $ 15,474 $ 4,118 $ 11,356
Other property 10 89 28 61 78 28 50
Total $ 14,540 $ 3,820 $ 10,720 $ 15,552 $ 4,146 $ 11,406
(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
The following table presents depreciation and amortization expense for the periods presented:
Year Ended December 31,
2025 2024 2023
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Depreciation $ 1,256 $ 588 $ 502 $ 1,177 $ 545 $ 492 $ 1,092 $ 484 $ 459
Amortization of securitized regulatory assets 26 12 — 90 74 — 163 155 —
Other amortization 248 207 39 172 143 30 146 109 34
Total $ 1,530 $ 807 $ 541 $ 1,439 $ 762 $ 522 $ 1,401 $ 748 $ 493
(c) AROs
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. Brown and F.B. Culley as well as certain sites in Indiana pursuant to the CCR Legacy Rule; 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.
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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
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Beginning balance $ 588 $ 39 $ 363 $ 590 $ 40 $ 380
Additions 8 — 4 11 — —
Accretion expense (1) 27 2 14 21 1 16
Revisions in estimates (2) ( 19 ) ( 3 ) ( 60 ) ( 34 ) ( 2 ) ( 33 )
Impact of divestiture of Louisiana and Mississippi natural gas LDCs (3) ( 60 ) — ( 60 ) — — —
Ending balance (4)
$ 544 $ 38 $ 261 $ 588 $ 39 $ 363
(1) Reflected in Regulatory assets on each of the Registrants’ respective Consolidated Balance Sheets.
(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.
(3) Reflected a decrease in ARO liability related to the divestiture of the Louisiana and Mississippi natural gas LDCs on March 31, 2025. See Note 4 for further information regarding the divestiture.
(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. See Note 4 for further information regarding the divestiture.
(4) Held for Sale, Divestitures and Acquisition (CenterPoint Energy and CERC)
Held for Sale. On October 20, 2025, CERC Corp. entered into the Ohio Securities Purchase Agreement to sell all of the issued and outstanding equity interests in CEOH to NFGC. The purchase price is $ 2.62 billion, which is comprised of the following: (i) $ 1.42 billion in cash payable to CERC Corp. 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; 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. as provided by the terms and conditions of the Seller Note Agreement. 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; (ii) completion of a notice filing and review with the PUCO; 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. The transaction is not subject to a financing condition and will not close prior to October 1, 2026 without the consent of CERC Corp. 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. The Ohio natural gas LDC business is reflected in CenterPoint Energy’s Natural Gas reportable segment and CERC’s single reportable segment. A filing was made on January 9, 2026, notifying the PUCO of the execution of the Ohio Securities Purchase Agreement.
In October 2025, certain assets and liabilities representing the Ohio natural gas LDC business met the held for sale criteria. Neither CenterPoint Energy nor CERC recognized any gains or losses upon classification of held for sale during the year ended December 31, 2025. See Note 6 for further disclosure regarding the amount of goodwill allocated to the businesses to be sold.
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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:
December 31, 2025
CenterPoint Energy CERC
(in millions)
Accounts receivable, net
$ 47 $ 47
Accrued unbilled revenues 45 45
Materials and supplies
9 9
Property, plant and equipment, net 1,803 1,803
Goodwill 393 219
Regulatory assets 372 372
Total current assets held for sale $ 2,669 $ 2,495
Accounts payable
$ 100 $ 100
Taxes accrued
37 37
Customer deposits 5 5
Other current liabilities
8 8
Regulatory liabilities 328 328
Other non-current liabilities
42 42
Total current liabilities held for sale $ 520 $ 520
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. 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. 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.
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:
Year Ended December 31,
2025 2024 2023
(in millions)
Income Before Income Taxes
$ 98 $ 95 $ 96
Divestiture of Louisiana and Mississippi natural gas LDC businesses. On February 19, 2024, CERC Corp. entered into the LAMS Asset Purchase Agreement, pursuant to which CERC Corp. agreed to sell its Louisiana and Mississippi natural gas LDC businesses. The purchase price for the Louisiana and Mississippi natural gas LDC businesses was $ 1.2 billion. The transaction closed on March 31, 2025. 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. 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.
The sale was considered an asset sale for tax purposes, requiring net deferred tax liabilities to be excluded from held for sale balances. 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.
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. Therefore, the assets and liabilities, as well as the related income and
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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. 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. 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.
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. 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. 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.
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
CenterPoint Energy CERC
(in millions)
Accounts receivable, net
$ 27 $ 27
Accrued unbilled revenues 26 26
Materials and supplies
13 13
Natural gas inventory 5 5
Property, plant and equipment, net 1,052 1,052
Goodwill 217 122
Regulatory assets 15 15
Other 6 6
Total current assets held for sale $ 1,361 $ 1,266
Short-term borrowings $ 3 $ 3
Accounts payable 44 44
Customer deposits 14 14
Regulatory liabilities 31 31
Other 84 84
Total current liabilities held for sale $ 176 $ 176
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,
2025 (1)
2024 2023
(in millions)
Income Before Income Taxes
$ 48 $ 67 $ 44
(1) Reflects pre-tax income, excluding interest and corporate allocations through March 31, 2025.
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. Subject to the conditions in the Transition Services Agreement, the LAMS Buyers may terminate these support services with 60 days prior written notice. 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. 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
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December 31, 2025.
Divestiture of Energy Systems Group . On May 21, 2023, CenterPoint Energy, through its subsidiary Vectren Energy Services, entered into an Equity Purchase Agreement to sell all of the outstanding limited liability company interests of Energy Systems Group to ESG Holdings Group, for a purchase price of $ 157 million, subject to customary adjustments set forth in the Equity Purchase Agreement, including adjustments based on Energy Systems Group’s net working capital at closing, indebtedness, cash and cash equivalents and transaction expenses. The transaction closed on June 30, 2023, and CenterPoint Energy received $ 154 million in cash. 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. 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.
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.
Acquisition of Posey Solar. 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. The purchase represents an asset acquisition. The lease obligations related to Posey Solar were approximately $ 35 million at the time of acquisition. 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. Posey Solar was placed into service on May 30, 2025. Indiana Electric began recovering on the asset through updated base rates on June 17, 2025. On February 3, 2025, the IURC approved Indiana Electric’s request to convey PTCs to customers through the new tax adjustment rider.
(5) Revenue
In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Registrants expect to be entitled to receive in exchange for these goods or services.
ARPs are contracts between the utility and its regulators, not between the utility and a customer. The Registrants recognize ARP revenue as other revenues when the regulator-specified conditions for recognition have been met. Upon recovery of ARP revenue through incorporation in rates charged for utility service to customers, ARP revenue is reversed and recorded as revenue from contracts with customers. The recognition of ARP revenues and the reversal of ARP revenues upon recovery through rates charged for utility service may not occur in the same period.
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The following tables disaggregate revenues by reportable segment and major source for the periods presented:
CenterPoint Energy
Year Ended December 31, 2025
Electric Natural Gas Corporate and Other Total
(in millions)
Revenue from contracts with customers $ 4,829 $ 4,503 $ 5 $ 9,337
Other (1)
37 ( 17 ) 3 23
Eliminations — ( 3 ) — ( 3 )
Total revenues $ 4,866 $ 4,483 $ 8 $ 9,357
Year Ended December 31, 2024
Electric Natural Gas Corporate and Other Total
(in millions)
Revenue from contracts with customers $ 4,558 $ 3,990 $ 4 $ 8,552
Other (1)
32 58 3 93
Eliminations — ( 2 ) — ( 2 )
Total revenues $ 4,590 $ 4,046 $ 7 $ 8,643
Year Ended December 31, 2023
Electric Natural Gas Corporate and Other Total
(in millions)
Revenue from contracts with customers $ 4,275 $ 4,210 $ 127 $ 8,612
Other (1)
15 69 3 87
Eliminations — ( 3 ) — ( 3 )
Total revenues $ 4,290 $ 4,276 $ 130 $ 8,696
(1) Primarily consists of income from ARPs and leases.
Houston Electric
Year Ended December 31,
2025 2024 2023
(in millions)
Revenue from contracts with customers $ 4,054 $ 3,930 $ 3,684
Other (1) 30 9 ( 7 )
Total revenues $ 4,084 $ 3,939 $ 3,677
(1) Primarily consists of income from ARPs and leases.
CERC
Year Ended December 31,
2025 2024 2023
(in millions)
Revenue from contracts with customers $ 4,362 $ 3,868 $ 4,083
Other (1)
( 18 ) 57 66
Total revenues $ 4,344 $ 3,925 $ 4,149
(1) Primarily consists of income from ARPs and leases.
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Revenues from Contracts with Customers
Electric (CenterPoint Energy and Houston Electric). Houston Electric distributes electricity to customers over time and customers consume the electricity when delivered. Indiana Electric generates, distributes and transmits electricity to customers over time and customers consume the electricity when delivered. Revenue, consisting of both volumetric and fixed tariff rates set by state regulators, such as the PUCT and the IURC, is recognized as electricity is delivered and represents amounts both billed and unbilled. Discretionary services requested by customers are provided at a point in time with control transferring upon the completion of the service. Revenue for discretionary services provided by Houston Electric is recognized upon completion of service based on the tariff rates set by the PUCT. Payments for electricity distribution and discretionary services are aggregated and received on a monthly basis. Houston Electric performs transmission services over time as a stand-ready obligation to provide a reliable network of transmission systems. Revenue is recognized upon time elapsed and the monthly tariff rate set by the regulator. Payments are received on a monthly basis. Indiana Electric customers are billed monthly and payment terms, set by the regulator, require payment within a month of billing.
Natural Gas (CenterPoint Energy and CERC). CenterPoint Energy and CERC distribute and transport natural gas to customers over time and customers consume the natural gas when delivered. Revenue, consisting of both volumetric and fixed tariff rates set by the state governing agency for that service area, is recognized as natural gas is delivered and represents amounts both billed and unbilled. Discretionary services requested by the customer are provided at a point in time with control transferring upon completion of the service. Revenue for discretionary services is recognized upon completion of service based on the tariff rates set by the applicable state regulator. Payments of natural gas distribution, transportation and discretionary services are aggregated and received on a monthly basis.
Contract Balances. When the timing of delivery of service is different from the timing of the payments made by customers and when the right to consideration is conditioned on something other than the passage of time, the Registrants recognize a contract liability when customer payment precedes performance. Those customers that prepay are represented by contract liabilities until the performance obligations are satisfied. The Registrants’ contract liabilities are included in Accounts payable and Other current liabilities in their Consolidated Balance Sheets.
The opening and closing balances of accounts receivable and accrued unbilled revenues from contracts with customers are as follows:
CenterPoint Energy
Accounts Receivable (1) (2)
Accrued Unbilled Revenues (2)
(in millions)
Opening balance as of December 31, 2024
$ 666 $ 521
Closing balance as of December 31, 2025
722 600
Increase
$ 56 $ 79
(1) Excludes balances related to customer or vendor cost reimbursements and insurance that are not attributable to revenues from contracts with customers.
(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 . 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
Accounts Receivable (1)
Accrued Unbilled Revenues
(in millions)
Opening balance as of December 31, 2024 $ 284 $ 137
Closing balance as of December 31, 2025 300 169
Increase
$ 16 $ 32
(1) Excludes balances related to customer or vendor cost reimbursements and insurance that are not attributable to revenues from contracts with customers .
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CERC
Accounts Receivable (1) (2)
Accrued Unbilled Revenues (2)
(in millions)
Opening balance as of December 31, 2024 $ 326 $ 338
Closing balance as of December 31, 2025 357 372
Increase (decrease)
$ 31 $ 34
(1) Excludes balances related to customer or vendor cost reimbursements and insurance that are not attributable to revenues from contracts with customers.
(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 . 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. Sales taxes and other similar taxes collected from customers are excluded from the transaction price. For contracts for which revenue from the satisfaction of the performance obligations is recognized in the amount invoiced, the practical expedient was elected and revenue expected to be recognized on these contracts has not been disclosed.
Allowance for Credit Losses and Bad Debt Expense
CenterPoint Energy and CERC segregate financial assets that fall under the scope of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, primarily trade receivables due in one year or less, into portfolio segments based on shared risk characteristics, such as geographical location and regulatory environment, for evaluation of expected credit losses. Historical and current information, such as average write-offs, are applied to each portfolio segment to estimate the allowance for losses on uncollectible receivables. Additionally, the allowance for losses on uncollectible receivables is adjusted for reasonable and supportable forecasts of future economic conditions, which can include changing weather, commodity prices, regulations and macroeconomic factors, among others. Houston Electric had no material changes in its methodology to recognize losses on financial assets that fall under the scope of Topic 326, primarily due to the nature of its customers and regulatory environment. For a discussion of regulatory deferrals, see Note 7.
The table below summarizes the Registrants’ bad debt expense amounts for the periods presented, net of regulatory deferrals:
Year Ended December 31,
2025 2024 2023
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Bad debt expense $ 19 $ 1 $ 14 $ 21 $ 1 $ 16 $ 18 $ — $ 16
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(6) Goodwill (CenterPoint Energy and CERC)
CenterPoint Energy’s goodwill by reportable segment is as follows for the periods presented:
Electric (1) Natural Gas Corporate and Other Total
(in millions)
Balance at December 31, 2023
$ 936 $ 2,920 $ 304 $ 4,160
Held for Sale (2)
— 217 — 217
Balance at December 31, 2024
936 2,703 304 3,943
Held for Sale (3) — 393 — 393
Balance at December 31, 2025
$ 936 $ 2,310 $ 304 $ 3,550
(1) Balances are presented net of the accumulated goodwill impairment charge of $ 185 million recorded in 2020.
(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. 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.
(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.
CERC’s goodwill is as follows for the periods presented:
Total
(in millions)
Balance at December 31, 2023
$ 1,583
Held for Sale (1)
122
Balance at December 31, 2024
1,461
Held for Sale (2)
219
Balance at December 31, 2025
$ 1,242
(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. CERC did not recognize any goodwill impairments for the year ended December 31, 2024. For further information, see Note 4.
(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. For further information, see Note 4.
CenterPoint Energy and CERC performed their annual goodwill impairment tests in the third quarter of each of 2025 and 2024 and determined that no goodwill impairment charge was required for any reporting unit as a result of those tests.
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(7) Regulatory Matters
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
CenterPoint Energy Houston Electric CERC
(in millions)
Regulatory Assets:
Future amounts recoverable from ratepayers related to:
Benefit obligations (1) $ 372 $ — $ 4
Asset retirement obligations & other 256 80 126
Net deferred income taxes 194 55 103
Total future amounts recoverable from ratepayers 822 135 233
Amounts deferred for future recovery related to:
Cost recovery riders 57 — 62
Hurricanes and February 2021 Winter Storm Event Restoration Costs 18 18 —
May 2024 Storm Events 6 6 —
Hurricane Beryl 527 527 —
Hurricane Francine 25 25 —
Winter Storm Enzo 39 39 —
Other regulatory assets 191 110 80
Decoupling 8 — 8
TEEEF 83 83 —
Unrecognized equity return (2) ( 120 ) ( 93 ) ( 24 )
Total amounts deferred for future recovery 834 715 126
Amounts currently recovered in customer rates related to:
Authorized trackers and cost deferrals 406 77 128
Securitized regulatory assets 695 384 —
Unamortized loss on reacquired debt and hedging 53 26 10
Gas recovery costs 71 — 70
Decoupling 20 — 20
Extraordinary gas costs 70 — 70
Regulatory assets related to TCJA 66 40 26
Hurricanes and February 2021 Winter Storm Event restoration costs 132 114 19
Other regulatory assets 33 — 33
Benefit obligations 2 2 —
TEEEF 161 161 —
Unrecognized equity return (2)
( 190 ) ( 42 ) ( 87 )
Total amounts recovered in customer rates (3)
1,519 762 289
Total Regulatory Assets $ 3,175 $ 1,612 $ 648
Total Current Regulatory Assets
$ 170 $ — $ 169
Total Non-Current Regulatory Assets
$ 3,005 $ 1,612 $ 479
Regulatory Liabilities:
Regulatory liabilities related to TCJA
$ 1,233 $ 646 $ 428
Estimated removal costs
1,047 — 1,004
Other regulatory liabilities
456 219 214
Total Regulatory Liabilities $ 2,736 $ 865 $ 1,646
Total Current Regulatory Liabilities (4)
$ 44 $ 15 $ 30
Total Non-Current Regulatory Liabilities
$ 2,692 $ 850 $ 1,616
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December 31, 2024
CenterPoint Energy Houston Electric CERC
(in millions)
Regulatory Assets:
Future amounts recoverable from ratepayers related to:
Benefit obligations (1) $ 373 $ — $ 4
Asset retirement obligations & other 304 80 188
Net deferred income taxes 144 47 69
Total future amounts recoverable from ratepayers 821 127 261
Amounts deferred for future recovery related to:
Cost recovery riders 145 — 83
Hurricanes and February 2021 Winter Storm Event Restoration Costs 145 145 —
May 2024 Storm Events 86 86 —
Hurricane Beryl 458 458 —
Hurricane Francine 19 19 —
Other regulatory assets 177 87 74
Decoupling 12 — 12
TEEEF
71 71 —
Unrecognized equity return (2) ( 115 ) ( 77 ) ( 30 )
Total amounts deferred for future recovery 998 789 139
Amounts currently recovered in customer rates related to:
Authorized trackers and cost deferrals 600 47 440
Securitized regulatory assets 343 — —
Unamortized loss on reacquired debt and hedging 93 63 10
Gas recovery costs 122 — 122
Decoupling 38 — 38
Extraordinary gas costs 133 — 133
Regulatory assets related to TCJA 47 47 —
Hurricanes and February 2021 Winter Storm Event Restoration Costs 31 5 26
Other regulatory assets 34 — 34
Benefit obligations 4 4 —
TEEEF
219 219 —
Unrecognized equity return (2)
( 136 ) ( 17 ) ( 62 )
Total amounts recovered in customer rates
1,528 368 741
Total Regulatory Assets $ 3,347 $ 1,284 $ 1,141
Total Current Regulatory Assets
$ 239 $ — $ 238
Total Non-Current Regulatory Assets $ 3,108 $ 1,284 $ 903
Regulatory Liabilities:
Regulatory liabilities related to TCJA $ 1,346 $ 673 $ 501
Estimated removal costs 1,247 — 1,191
Other regulatory liabilities 454 195 235
Total Regulatory Liabilities $ 3,047 $ 868 $ 1,927
Total Current Regulatory Liabilities (4)
$ 48 $ 7 $ 40
Total Non-Current Regulatory Liabilities $ 2,999 $ 861 $ 1,887
(1) Pension and postretirement-related regulatory assets balances are actuarially valued annually.
(2) Represents the following: (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; 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. 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
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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.
(4) Current regulatory liabilities are included in Other current liabilities in each of the Registrants’ respective Consolidated Balance Sheets.
The table below reflects the amount of allowed equity return recognized by each Registrant in its Statements of Consolidated Income for the periods presented:
Year Ended December 31,
2025 2024 2023
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Allowed equity return recognized $ 25 $ 20 $ 4 $ 23 $ 20 $ 2 $ 41 $ 38 $ 2
February 2021 Winter Storm Event
In February 2021, certain of the Registrants’ jurisdictions experienced an extreme and unprecedented winter weather event that resulted in prolonged freezing temperatures, which impacted their businesses. The February 2021 Winter Storm Event impacted wholesale prices of CenterPoint Energy’s and CERC’s natural gas purchases and their ability to serve customers in their natural gas service territories, including due to the reduction in available natural gas capacity and impacts to CenterPoint Energy’s and CERC’s natural gas supply portfolio activities, and the effects of weather on their systems and their ability to transport natural gas, among other things. 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. 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. 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. 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.
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. 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. 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.
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. 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. 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. CERC only acts as a collection agent, whose duties include management, servicing and administration of a portion of the customer rate relief property which is associated with the customer rate relief charge imposed on customers of CERC under the guidance and direction from the Railroad Commission. The Texas Natural Gas Securitization Finance Corporation, and not CenterPoint Energy or CERC, is the owner of the customer rate relief property. The assets of the Texas Natural Gas Securitization Finance Corporation are not available to pay creditors of CenterPoint Energy, CERC, or their affiliates. While the customer rate relief charges will be included by CERC in their monthly billings, the billing amount is established by the Railroad Commission. CERC will remit all
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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.
As U.S. GAAP has no specific accounting guidance for government grants or assistance, the cash proceeds from the state’s customer rate relief bonds were accounted for as a government grant by analogy to the grant model under IAS 20—Accounting for Government Grants and Disclosures of Government Assistance. CenterPoint Energy and CERC reflect the proceeds from the grant as a deduction to natural gas costs and recognized the $ 1.1 billion of cash proceeds from the state’s customer rate relief bonds within Utility natural gas expense on their respective Statements of Consolidated Income in the year ended December 31, 2023, net of the recognition of natural gas cost related to relieving CenterPoint Energy and CERC’s regulatory assets related to the February 2021 Winter Storm Event in the same period.
Indiana Electric Securitization of Generation Retirements (CenterPoint Energy)
On January 4, 2023, the IURC issued an order in accordance with Indiana Senate Enrolled Act 386 authorizing the issuance of up to $ 350 million in securitization bonds to securitize qualified costs associated with the retirements of Indiana Electric’s A.B. Brown coal-fired generation facilities. Accordingly, CenterPoint Energy determined that the retirement of property, plant and equipment became probable upon the issuance of the order. 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. 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.
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.
The SIGECO Securitization Bonds are secured by the securitization property, which includes the right to recover, through non-bypassable securitization charges payable by SIGECO’s retail electric customers, the qualified costs of SIGECO authorized by the IURC order. The SIGECO Securitization Subsidiary, and not SIGECO, is the owner of the securitization property, and the assets of the SIGECO Securitization Subsidiary are not available to pay the creditors of SIGECO or its affiliates, other than the SIGECO Securitization Subsidiary. SIGECO has no payment obligations with respect to the SIGECO Securitization Bonds except to remit collections of securitization charges as set forth in a servicing agreement between SIGECO and the SIGECO Securitization Subsidiary. The non-bypassable securitization charges are subject to a true-up mechanism.
TEEEF (CenterPoint Energy and Houston Electric)
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. 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. 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.
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. 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.
Effective January 1, 2023, all medium and large TEEEF was leased under the long-term lease agreement. 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. 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
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to removal costs that will be incurred at the end of the lease term. As of December 31, 2025, Houston Electric had secured a first lien on all the assets leased under the prepayment agreement.
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. 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. 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. 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; 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. On June 5, 2025, certain intervenors submitted a joint request for hearing. On July 9, 2025, the PUCT referred this docket to the SOAH. On October 13, 2025, intervenor testimony was filed. On November 21, 2025 Houston Electric filed supplemental testimony proposing removal of its five medium TEEEF units from its fleet and rates. On February 13, 2026, Houston Electric requested continued abatement until February 27, 2026 due to continued settlement discussions. Following removal of the 15 large TEEEF units from customer rates, such TEEEF units are subject to impairment testing under ASC 360.
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. 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. On June 29, 2025, Order No. 9 was issued, to abate this complaint case until a final order is issued in Docket 57980.
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. 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. 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. 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. 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. 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. On December 3, 2025, Houston Electric filed a stipulation and settlement agreement. On January 6, 2026, Houston Electric provided the PUCT a proposed order. 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
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.
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. 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. 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
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eligible for recovery through existing mechanisms established to recover transmission costs. 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. 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. 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. A final order approving the settlement agreement was issued by the PUCT on June 5, 2025. The PUCT issued an irrevocable Financing Order on June 5, 2025, which became final and non-appealable on June 20, 2025.
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. The registration statement became effective on September 8, 2025. See Note 12 for additional detail on the issuance of the Restoration Bond Company II Securitization Bonds.
Hurricane Beryl and Subsequent Storm Events
In 2024 and early 2025, Houston Electric’s service territory was damaged as a result of Hurricane Beryl and certain other significant storms. 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. 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. However, there can be no assurance that the system restoration costs will be recovered in the amounts expected or on the expected timeline.
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. 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. Houston Electric subsequently filed rebuttal testimony. 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. 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. 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. 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. 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. 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. A final order was issued by the PUCT on October 23, 2025.
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. 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. The settlement agreement also reduced the requested upfront qualified costs for printing materials by $ 25,000 and legal expenses by $ 125,000 . The PUCT issued an irrevocable Financing Order on October 23, 2025, which became final and non-appealable on November 7, 2025. 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. The registration statement became effective on January 30, 2026. Houston Electric anticipates receiving the net proceeds from the sale of the Series 2026-A Senior Secured System Restoration Bonds on February 26, 2026. See Note 20 for additional detail on the offering of the Series 2026-A Senior Secured System Restoration Bonds.
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See Note 14(c) for further information regarding litigation related to Hurricane Beryl.
(8) Stock-Based Incentive Compensation Plans and Employee Benefit Plans
(a) Stock-Based Incentive Compensation Plans (CenterPoint Energy)
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. 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. Equity awards are granted to employees without cost to the participants.
Compensation costs for the performance awards and stock unit awards granted under LTIPs are measured using fair value and expected achievement levels on the grant date. For performance awards with operational goals, the achievement levels are revised as goals are evaluated. The fair value of awards granted to employees is based on the closing stock price of CenterPoint Energy’s Common Stock on the grant date. The compensation expense is recorded on a straight-line basis over the vesting period. Forfeitures are estimated on the date of grant based on historical averages and estimates are updated periodically throughout the vesting period.
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. 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. Upon vesting, shares under the performance awards, as determined based on achievement of the applicable performance goals, are issued to the participants along with the value of dividend equivalents earned over the performance cycle.
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. 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. Stock unit awards granted in 2023 cliff vest at the end of a three-year period. 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. 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:
Year Ended December 31,
2025 2024 2023
(in millions)
LTIP compensation expense (1) $ 48 $ 34 $ 65
Income tax benefit recognized 11 8 15
Actual tax benefit realized for tax deductions 13 19 17
(1) Included in Operation and maintenance expense in CenterPoint Energy’s Statements of Consolidated Income, net of any amounts capitalized.
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The following tables summarize CenterPoint Energy’s LTIP activity for the year ended December 31, 2025:
Shares
(Thousands) Weighted-Average
Grant Date
Fair Value Remaining Average
Contractual
Life (Years) Aggregate
Intrinsic
Value (2) (Millions)
Performance Awards (1)
Outstanding and nonvested as of December 31, 2024 4,908 $ 28.14
Granted 1,605 33.13
Forfeited or canceled ( 380 ) 29.83
Vested and released to participants ( 1,512 ) 26.91
Outstanding and nonvested as of December 31, 2025 4,621 $ 30.06 1 $ 139
Stock Unit Awards
Outstanding and nonvested as of December 31, 2024 1,117 $ 28.20
Granted 724 35.40
Forfeited or canceled ( 70 ) 30.30
Vested and released to participants ( 551 ) 28.83
Outstanding and nonvested as of December 31, 2025 1,220 $ 32.25 0.3 $ 47
(1) Reflects maximum performance achievement.
(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:
Year Ended December 31,
2025 2024 2023
(in millions, except for per unit amounts)
Performance Awards
Weighted-average grant date fair value per unit of awards granted $ 33.13 $ 27.92 $ 29.18
Total intrinsic value of awards received by participants 38 51 47
Vested grant date fair value 30 40 37
Stock Unit Awards
Weighted-average grant date fair value per unit of awards granted $ 35.40 $ 28.25 $ 30.83
Total intrinsic value of awards received by participants 19 33 28
Vested grant date fair value 16 30 23
As of December 31, 2025, there was $ 53 million of total unrecognized compensation cost related to nonvested performance and stock unit awards which is expected to be recognized over a weighted-average period of 2.0 years.
(b) Pension Benefits (CenterPoint Energy)
CenterPoint Energy maintains a non-contributory qualified defined benefit pension plan covering certain eligible employees, which is closed to new participants. 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.
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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,
2025 2024 2023
(in millions)
Service cost (1) $ 23 $ 25 $ 25
Interest cost (2) 79 73 76
Expected return on plan assets (2) ( 80 ) ( 75 ) ( 76 )
Amortization of net loss (2) 27 28 28
Net periodic cost $ 49 $ 51 $ 53
(1) Included in Operation and maintenance expense in CenterPoint Energy’s Statements of Consolidated Income, net of amounts capitalized and regulatory deferrals.
(2) Included in Other income (expense), net in CenterPoint Energy’s Statements of Consolidated Income, net of regulatory deferrals.
CenterPoint Energy used the following assumptions to determine net periodic cost relating to pension benefits for the periods presented:
Year Ended December 31,
2025 2024 2023
Discount rate 5.60 % 4.95 % 5.15 %
Expected return on plan assets 7.00 6.50 6.50
Rate of increase in compensation levels 4.79 4.97 4.99
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.
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The measurement dates for plan assets and benefit obligations were December 31, 2025 and 2024. 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
(in millions, except for actuarial assumptions)
Change in Benefit Obligation
Benefit obligation, beginning of year $ 1,477 $ 1,548
Service cost 23 25
Interest cost 79 73
Benefits paid
( 167 ) ( 127 )
Actuarial (gain) loss (1) 74 ( 42 )
Benefit obligation, end of year 1,486 1,477
Change in Plan Assets
Fair value of plan assets, beginning of year 1,132 1,204
Employer contributions 117 30
Benefits paid
( 167 ) ( 127 )
Actual investment return 132 25
Fair value of plan assets, end of year 1,214 1,132
Funded status, end of year $ ( 272 ) $ ( 345 )
Amounts Recognized in Balance Sheets
Other non-current assets
$ 9 $ 7
Other current liabilities
( 6 ) ( 7 )
Benefit obligations
( 275 ) ( 345 )
Net liability, end of year $ ( 272 ) $ ( 345 )
Actuarial Assumptions
Discount rate (2) 5.35 % 5.60 %
Expected return on plan assets (3) 7.00 7.00
Rate of increase in compensation levels 4.66 4.79
Interest crediting rate 3.75 3.00
(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.
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
Pension
(Qualified) Pension
(Non-qualified) Pension
(Qualified) Pension
(Non-qualified)
(in millions)
Accumulated benefit obligation $ 1,443 $ 41 $ 1,431 $ 44
Projected benefit obligation 1,445 41 1,433 44
Fair value of plan assets 1,214 — 1,132 —
The accumulated benefit obligation for all defined benefit pension plans on CenterPoint Energy’s Consolidated Balance Sheets was $ 1,484 million and $ 1,475 million as of December 31, 2025 and 2024, respectively.
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(c) Postretirement Benefits
CenterPoint Energy provides certain healthcare and life insurance benefits for certain eligible retired employees on both a contributory and non-contributory basis. 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. The net postretirement benefit cost includes the following components for the periods presented:
Year Ended December 31,
2025 2024 2023
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Service cost (1) $ 1 $ — $ — $ 1 $ — $ 1 $ 1 $ — $ 1
Interest cost (2) 13 6 5 13 5 4 13 5 5
Expected return on plan assets (2) ( 6 ) ( 4 ) ( 1 ) ( 6 ) ( 4 ) ( 1 ) ( 5 ) ( 4 ) ( 1 )
Amortization of prior service cost (credit) (2) ( 2 ) ( 5 ) 2 ( 2 ) ( 5 ) 2 ( 2 ) ( 5 ) 2
Amortization of net gain (2)
( 10 ) ( 5 ) ( 3 ) ( 8 ) ( 4 ) ( 3 ) ( 8 ) ( 4 ) ( 3 )
Net postretirement benefit cost (credit) $ ( 4 ) $ ( 8 ) $ 3 $ ( 2 ) $ ( 8 ) $ 3 $ ( 1 ) $ ( 8 ) $ 4
(1) Included in Operation and maintenance expense in each of the Registrants’ respective Statements of Consolidated Income, net of amounts capitalized and regulatory deferrals.
(2) Included in Other income (expense), net in each of the Registrants’ respective Statements of Consolidated Income, net of regulatory deferrals.
The following assumptions were used to determine net periodic cost relating to postretirement benefits for the periods presented:
Year Ended December 31,
2025 2024 2023
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
Discount rate 5.60 % 5.60 % 5.60 % 4.95 % 4.95 % 4.95 % 5.15 % 5.15 % 5.15 %
Expected return on plan assets 5.78 % 5.93 % 5.35 % 5.21 5.36 4.77 5.13 5.26 4.69
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The measurement dates for plan assets and benefit obligations were December 31, 2025 and 2024. 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
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions, except for actuarial assumptions)
Change in Benefit Obligation
Benefit obligation, beginning of year $ 242 $ 104 $ 85 $ 263 $ 113 $ 93
Service cost 1 — — 1 — 1
Interest cost 13 6 5 13 5 4
Participant contributions 5 2 2 5 2 2
Benefits paid ( 26 ) ( 10 ) ( 11 ) ( 21 ) ( 8 ) ( 9 )
Plan amendment ( 2 ) — ( 2 ) — — —
Actuarial (gain) loss (1) 25 11 9 ( 22 ) ( 9 ) ( 8 )
Other transfers
— — — 3 1 2
Benefit obligation, end of year 258 113 88 242 104 85
Change in Plan Assets
Fair value of plan assets, beginning of year 103 77 26 112 86 26
Employer contributions 13 1 7 9 1 5
Participant contributions 5 2 2 5 2 2
Benefits paid ( 26 ) ( 10 ) ( 11 ) ( 21 ) ( 8 ) ( 9 )
Actual investment return 11 8 2 6 4 2
Other transfers
— — — ( 8 ) ( 8 ) —
Fair value of plan assets, end of year 106 78 26 103 77 26
Funded status, end of year $ ( 152 ) $ ( 35 ) $ ( 62 ) $ ( 139 ) $ ( 27 ) $ ( 59 )
Amounts Recognized in Balance Sheets
Other current liabilities
$ ( 8 ) $ — $ ( 5 ) $ ( 8 ) $ — $ ( 4 )
Benefit obligations
( 144 ) ( 35 ) ( 56 ) ( 131 ) ( 27 ) ( 55 )
Net liability, end of year $ ( 152 ) $ ( 35 ) $ ( 61 ) $ ( 139 ) $ ( 27 ) $ ( 59 )
Actuarial Assumptions
Discount rate (2) 5.35 % 5.35 % 5.35 % 5.60 % 5.60 % 5.60 %
Expected return on plan assets (3) 5.78 5.93 5.35 5.21 5.36 4.77
Medical cost trend rate assumed for the next year - Pre-65 7.00 7.00 7.00 6.75 6.75 6.75
Medical/prescription drug cost trend rate assumed for the next year - Post-65 8.36 8.36 8.36 13.74 13.74 13.74
Prescription drug cost trend rate assumed for the next year - Pre-65 12.00 12.00 12.00 10.00 10.00 10.00
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 4.50 4.50 4.50 4.50 4.50 4.50
Year that the cost trend rates reach the ultimate trend rate - Pre-65 2035 2035 2035 2034 2034 2034
Year that the cost trend rates reach the ultimate trend rate - Post-65 2035 2035 2035 2034 2034 2034
(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.
(3) The expected rate of return assumption was developed using the targeted asset allocation of the plans and the expected return for each asset class.
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(d) Accumulated Other Comprehensive Income (Loss) (CenterPoint Energy and CERC)
CenterPoint Energy recognizes the funded status of its pension and other postretirement plans on its Consolidated Balance Sheets. To the extent this obligation exceeds amounts previously recognized in the Statements of Consolidated Income, CenterPoint Energy records a regulatory asset for that portion related to its rate-regulated utilities. 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.
Amounts recognized in accumulated other comprehensive loss (income) consist of the following for the periods presented:
December 31, 2025 December 31, 2024
Pension
Benefits Postretirement
Benefits Pension
Benefits Postretirement
Benefits
CenterPoint Energy CenterPoint Energy CERC CenterPoint Energy CenterPoint Energy CERC
(in millions)
Unrecognized actuarial loss (gain) $ 53 $ ( 29 ) $ ( 24 ) $ 52 $ ( 34 ) $ ( 26 )
Unrecognized prior service cost — 7 6 — 9 8
Net amount recognized in accumulated other comprehensive loss (income) $ 53 $ ( 22 ) $ ( 18 ) $ 52 $ ( 25 ) $ ( 18 )
The changes in plan assets and benefit obligations recognized in other comprehensive income for the year ended December 31, 2025 are as follows:
Pension
Benefits Postretirement
Benefits
CenterPoint Energy CenterPoint Energy CERC
(in millions)
Net actuarial loss (gain)
$ 2 $ 4 $ ( 2 )
Amortization of net actuarial loss (gain)
( 1 ) ( 3 ) ( 2 )
Amortization of prior service cost — 1 1
Total recognized in comprehensive income $ 1 $ 2 $ ( 3 )
Total recognized in net periodic costs and other comprehensive income
$ 50 $ 4 $ 4
(e) Pension Plan Assets (CenterPoint Energy)
In managing the investments associated with the benefit plans, CenterPoint Energy’s objective is to achieve and maintain a fully funded plan. This objective is expected to be achieved through an investment strategy that manages liquidity requirements while maintaining a long-term horizon in making investment decisions and efficient and effective management of plan assets.
As part of the investment strategy discussed above, CenterPoint Energy maintained the following weighted-average allocation targets for its pension plans as of December 31, 2025:
Minimum Maximum
U.S. equity 24 % 34 %
International equity 12 % 22 %
Real estate 2 % 8 %
Fixed income 44 % 54 %
Cash 0 % 2 %
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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
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
(in millions)
Cash $ 17 $ — $ — $ 17 $ 36 $ — $ — $ 36
Equity securities:
U.S. companies 42 — — 42 28 — — 28
Cash received as collateral from securities lending 86 — — 86 88 — — 88
Obligation to return cash received as collateral from securities lending ( 86 ) — — ( 86 ) ( 88 ) — — ( 88 )
U.S. treasuries and government agencies 215 — — 215 156 — — 156
Corporate bonds:
Investment grade or above — 348 — 348 — 428 — 428
Mortgage-backed securities
— 2 — 2 — 12 — 12
Asset-backed securities
— 1 — 1 — 1 — 1
Municipal bonds — 17 — 17 — 19 — 19
International government bonds — 10 — 10 — 13 — 13
Financial instruments — — — — — ( 3 ) — ( 3 )
Total investments at fair value $ 274 $ 378 $ — 652 $ 220 $ 470 $ — 690
Investments measured by net asset value per share or its equivalent (1) (2) 562 442
Fair value of plan assets
$ 1,214 $ 1,132
(1) Represents investments in pooled investment funds and common collective trust funds.
(2) The amounts invested in pooled investment funds were 100% allocated to real estate. The amounts invested common collective trust funds were allocated as follows for the periods presented:
December 31, 2025 December 31, 2024
International equities 41 % 38 %
U.S. equities 59 % 61 %
Fixed income — % 1 %
Level 2 investments, which do not have a quoted price in active market, are valued using the market data provided by independent pricing services or major market makers, to arrive at a price a dealer would pay for the security.
The pension plans utilized both exchange traded and over-the-counter financial instruments such as futures, interest rate options and swaps that were marked to market daily with the gains or losses settled in the cash accounts. The pension plans did not include any holdings of CenterPoint Energy Common Stock as of December 31, 2025 or 2024.
(f) Postretirement Plan Assets
In managing the investments associated with the postretirement plans, the Registrants’ primary objective is to preserve and improve the funded status of the plan, while minimizing volatility. This objective is expected to be achieved through an investment strategy that manages liquidity requirements while maintaining a long-term horizon in making investment decisions and efficient and effective management of plan assets.
As part of the investment strategy discussed above, the Registrants maintained the following weighted-average allocation targets for the postretirement plans as of December 31, 2025:
CenterPoint Energy Houston Electric CERC
Minimum Maximum Minimum Maximum Minimum Maximum
U.S. equities 14 % 24 % 13 % 23 % 15 % 25 %
International equities 3 % 13 % 3 % 13 % 2 % 12 %
Fixed income 68 % 78 % 69 % 79 % 68 % 78 %
Cash 0 % 2 % 0 % 2 % 0 % 2 %
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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
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
(in millions)
CenterPoint Energy $ 106 $ — $ — $ 106 $ 103 $ — $ — $ 103
Houston Electric 78 — — 78 77 — — 77
CERC 26 — — 26 26 — — 26
The amounts invested in mutual funds were allocated as follows as of the dates presented:
December 31, 2025 December 31, 2024
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
U.S. equities 20 % 19 % 22 % 19 % 18 % 21 %
International equities 9 % 9 % 8 % 7 % 8 % 7 %
Fixed income 71 % 72 % 70 % 74 % 74 % 72 %
(g) Benefit Plan Contributions
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:
Contributions in 2025
Expected Minimum Contributions in 2026
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Qualified pension plans $ 110 $ — $ — $ 71 $ — $ —
Non-qualified pension plans 7 — — 6 — —
Postretirement benefit plans 13 1 7 9 — 5
Benefit payments are expected to be paid by the pension and postretirement benefit plans as follows for the periods presented:
Pension Benefits Postretirement Benefits
CenterPoint
Energy CenterPoint
Energy Houston Electric CERC
(in millions)
2026 $ 140 $ 19 $ 8 $ 7
2027 145 20 9 7
2028 138 20 9 7
2029 133 21 10 7
2030 131 22 10 7
2031-2035 596 104 48 34
(h) Savings Plan
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. 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.
The CenterPoint Energy Savings Plan has significant holdings of Common Stock. 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. Given the concentration of the investments in Common Stock, the savings plan and its participants have market risk related to this
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investment. 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.
CenterPoint Energy allocates the savings plan benefit expense to Houston Electric and CERC related to their respective employees. The following table summarizes the Registrants’ savings plan benefit expense for the periods presented:
Year Ended December 31,
2025 2024 2023
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Savings plan benefit expenses (1) $ 75 $ 29 $ 22 $ 72 $ 27 $ 23 $ 67 $ 23 $ 20
(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.
(i) Other Benefits Plans
CenterPoint Energy maintains non-qualified deferred compensation plans that provide benefits payable to eligible directors, officers and select employees or their designated beneficiaries at specified future dates or upon termination, retirement or death. 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. 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
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Deferred compensation plans $ 17 $ 2 $ 1 $ 22 $ 3 $ 1
Split-dollar life insurance arrangements 48 1 — 46 1 —
(j) Change in Control Agreements and Other Employee Matters
CenterPoint Energy maintains a change in control plan for the benefit of certain CenterPoint Energy officers. 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:
Percentage of Employees Covered
Agreement Expiration CenterPoint Energy Houston Electric CERC
IBEW Local 66 May 2026 19 % 54 % — %
OPEIU Local 12 December 2025
2 % — % 3 %
Gas Workers Union Local 340 April 2030
5 % — % 14 %
IBEW Locals 1393 and USW Locals 12213 & 7441 December 2026 3 % — % 9 %
IBEW Locals 949 December 2030
3 % — % 8 %
USW Locals 13-227 June 2027 5 % — % 16 %
IBEW Local 702 June 2029
3 % — % — %
Teamsters Local 135/215 September 2027
— % — % — %
UWUA Local 175 October 2027
2 % — % 4 %
Total 42 % 54 % 54 %
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
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expected to be completed before the respective expirations. 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
Assets and liabilities that are recorded at fair value in the Registrants’ Consolidated Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined below and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value generally are exchange-traded derivatives and equity securities.
Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets and inputs other than quoted prices that are observable for the asset or liability. Fair value assets and liabilities that are generally included in this category are derivatives with fair values based on inputs from actively quoted markets. A market approach is utilized to value the Registrants’ Level 2 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.
Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Unobservable inputs reflect the Registrants’ judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Registrants develop these inputs based on the best information available, including the Registrants’ own data.
The Registrants determine the appropriate level for each financial asset and liability on a quarterly basis and recognize transfers between levels at the end of the reporting period. As of December 31, 2025 and December 31, 2024, the Registrants did not have any assets or liabilities classified as Level 3.
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
Level 1
Level 2 Level 3 Total Level 1
Level 2 Level 3 Total
Assets (in millions)
Investments in equity securities
$ 510 $ — $ — $ 510 $ 561 $ — $ — $ 561
Investments, including money market funds (1) 23 — — 23 22 — — 22
Total assets $ 533 $ — $ — $ 533 $ 583 $ — $ — $ 583
Liabilities
Indexed debt securities derivative $ — $ 564 $ — $ 564 $ — $ 619 $ — $ 619
Total liabilities $ — $ 564 $ — $ 564 $ — $ 619 $ — $ 619
Houston Electric
December 31, 2025 December 31, 2024
Level 1
Level 2 Level 3 Total Level 1
Level 2 Level 3 Total
Assets (in millions)
Investments, including money market funds (2)
$ 6 $ — $ — $ 6 $ 5 $ — $ — $ 5
Total assets $ 6 $ — $ — $ 6 $ 5 $ — $ — $ 5
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CERC
December 31, 2025 December 31, 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets (in millions)
Investments, including money market funds (1) $ 16 $ — $ — $ 16 $ 15 $ — $ — $ 15
Total assets $ 16 $ — $ — $ 16 $ 15 $ — $ — $ 15
(1) Primarily included in Other non-current assets in the respective Consolidated Balance Sheets.
(2) Primarily included in Prepaid expenses and other current assets in the Consolidated Balance Sheets.
Items Measured at Fair Value on a Nonrecurring Basis
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. 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
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. Additionally, CenterPoint Energy’s ZENS indexed debt securities derivative is stated at fair value and is excluded from the table below. 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.
December 31, 2025 December 31, 2024
CenterPoint Energy (1) Houston Electric (1) CERC CenterPoint Energy (1) Houston Electric (1) CERC
Short-term borrowings and long-term debt, including current maturities
(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
(1) Includes Securitization Bonds.
(10) Equity Securities and Indexed Debt Securities (ZENS) (CenterPoint Energy)
(a) Equity Securities
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. The following table presents unrealized gains (losses), net on equity securities owned by CenterPoint Energy for the periods presented:
Year Ended December 31,
2025 2024 2023
(in millions)
AT&T Common $ 21 $ 62 $ ( 17 )
Charter Common ( 117 ) ( 40 ) 43
WBD Common 45 ( 2 ) 5
Total unrealized gains (losses) on equity securities, net $ ( 51 ) $ 20 $ 31
CenterPoint Energy and its subsidiaries hold shares of certain securities detailed in the table below, which are classified as trading securities. Shares of AT&T Common, Charter Common and WBD Common are expected to be held to facilitate
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CenterPoint Energy’s ability to meet its obligation under the ZENS. 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,
2025 2024 2025 2024
(in millions)
AT&T Common 10,212,945 10,212,945 $ 254 $ 233
Charter Common 872,503 872,503 182 299
WBD Common 2,470,685 2,470,685 71 26
Other 3 3
Total
$ 510 $ 561
(b) ZENS
In September 1999, CenterPoint Energy issued ZENS having an original principal amount of $ 1.0 billion, of which $ 828 million remained outstanding as of December 31, 2025. Each ZENS is exchangeable at the holder’s option at any time for an amount of cash equal to 95 % of the market value of the reference shares attributable to such note. The number and identity of the reference shares attributable to each ZENS are adjusted for certain corporate events. CenterPoint Energy’s reference shares for each ZENS consisted of the following for the periods presented:
December 31, 2025 December 31, 2024
(in shares)
AT&T Common 0.7185 0.7185
Charter Common 0.061382 0.061382
WBD Common 0.173817 0.173817
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). 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. 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. On January 20, 2026, Netflix and WBD announced they had amended their agreement to be all-cash transaction. 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 %. 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. At maturity of the ZENS in 2029, CenterPoint Energy will be obligated to pay in cash the higher of the contingent principal amount of the ZENS or an amount based on the then-current market value of the reference shares, which will include any additional publicly-traded securities distributed with respect to the current reference shares prior to maturity.
The ZENS obligation is bifurcated into a debt component and a derivative component (the holder’s option to receive the appreciated value of the reference shares at maturity). The bifurcated debt component accretes through interest charges annually up to the contingent principal amount of the ZENS in 2029. Such accretion will be reduced by annual cash interest payments, as previously described. The derivative component is recorded at fair value and changes in the fair value of the derivative component are recorded as Gain (loss) on indexed debt securities in CenterPoint Energy’s Statements of Consolidated Income. Changes in the fair value of the ZENS-Related Securities held by CenterPoint Energy are expected to substantially offset changes in the fair value of the derivative component of the ZENS.
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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:
Investment in Equity Securities Indexed Debt, net Indexed Debt Securities Derivative
(in millions)
Balance as of December 31, 2022 $ 507 $ 7 $ 578
Accretion of debt component of ZENS — 17 —
2% interest paid — ( 17 ) —
Distribution to ZENS holders — ( 2 ) —
Loss on indexed debt securities
— — 27
Gain on ZENS-Related Securities
31 — —
Balance as of December 31, 2023 538 5 605
Accretion of debt component of ZENS — 16 —
2% interest paid — ( 17 ) —
Distribution to ZENS holders — ( 2 ) —
Loss on indexed debt securities — — 14
Gain on ZENS-Related Securities 20 — —
Balance as of December 31, 2024 558 2 619
Accretion of debt component of ZENS — 17 —
2% interest paid — ( 17 ) —
Distribution to ZENS holders — ( 2 ) —
Gain on indexed debt securities
— — ( 55 )
Loss on ZENS-Related Securities
( 51 ) — —
Balance as of December 31, 2025 $ 507 $ — $ 564
(11) Equity (CenterPoint Energy)
Dividends Declared and Paid (CenterPoint Energy)
CenterPoint Energy’s dividends declared and dividends paid are as follows for the periods presented:
Dividends Declared Per Share Dividends Paid Per Share
2025 2024 2023 2025 2024 2023
Common Stock $ 0.890 $ 0.830 $ 0.780 $ 0.880 $ 0.810 $ 0.770
Series A Preferred Stock (1) $ — $ — $ 30.625 $ — $ — $ 61.250
(1) All of the outstanding shares of Series A Preferred Stock were redeemed during 2023 as further described below.
Common Stock (CenterPoint Energy)
(a) Underwritten Offering
On August 9, 2024, CenterPoint Energy issued 9,754,194 shares of Common Stock in an underwritten public offering at a price of $ 25.36 per share, for net proceeds of $ 247 million after deducting issuance costs. The proceeds from the offering were used for the repayment of a portion of CenterPoint Energy’s then-outstanding commercial paper.
(b) Equity Distribution Agreement
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. 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.
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
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an initial forward price of $ 36.29 per share and $ 36.72 per share, respectively. The gross sales price of these shares totaled approximately $ 120 million and $ 25 million, respectively. 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. 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. The gross sales price of these shares totaled approximately $ 20 million. In connection with these sales, the ATM Forward Seller was deemed to have received a commission of less than $ 1 million. CenterPoint Energy has not received any proceeds from such sales of borrowed shares. 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. 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. 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. As initial pricing terms were based on market prices for Common Stock, no amounts were recorded at the execution of the forward sale agreements. CenterPoint Energy will receive proceeds when settlement occurs and will record the proceeds in equity.
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. 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. As of December 31, 2025, CenterPoint Energy had approximately $ 85 million of remaining capacity available under the at-the-market program.
(c) Forward Sale Agreements
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. 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. 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. 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. As initial pricing terms were based on market prices for Common Stock, no amounts were recorded at the execution of the forward sale agreements. CenterPoint Energy will receive proceeds when settlement occurs and will record the proceeds in equity.
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. 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)
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. Income allocated to the Series A Preferred shareholders was $ 50 million for the year ended December 31, 2023. 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. If declared, dividends were payable semi-annually in arrears on each March 1 and September 1.
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Accumulated Other Comprehensive Income (Loss) (CenterPoint Energy, Houston Electric and CERC)
Changes in accumulated other comprehensive income (loss) are as follows for the periods presented:
Year Ended December 31,
2025 2024
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Beginning Balance $ ( 17 ) $ ( 1 ) $ 17 $ ( 35 ) $ — $ 16
Other comprehensive income (loss) before reclassifications:
Remeasurement of pension and other postretirement plans ( 7 ) ( 1 ) ( 1 ) 16 ( 1 ) 2
Net deferred gain from cash flow hedges — — — 4 — —
Amounts reclassified from accumulated other comprehensive income (loss):
Prior service cost (1)
1 — 1 1 — 1
Actuarial losses (gain) (1) ( 2 ) — ( 3 ) 2 — ( 2 )
Reclassification of deferred gain from cash flow hedges realized in net income (2)
( 1 ) — — ( 1 ) — —
Tax benefit (expense) — — 1 ( 4 ) — —
Other comprehensive income (loss) ( 9 ) ( 1 ) ( 2 ) 18 ( 1 ) 1
Ending Balance $ ( 26 ) $ ( 2 ) $ 15 $ ( 17 ) $ ( 1 ) $ 17
(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.
(2) Amounts are reflected in Interest expense and other finance charges in CenterPoint Energy’s Statements of Consolidated Income.
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(12) Short-term Borrowings and Long-term Debt
Short-term Borrowings and Long-term Debt: The Registrants had the following short-term borrowings and long-term debt outstanding as of the dates presented:
December 31, 2025 December 31, 2024
Long-Term Current (1) Long-Term Current (1)
(in millions)
CenterPoint Energy:
ZENS due 2029 (2) $ — $ — $ — $ 2
CenterPoint Energy senior notes 1.45 % to 5.25 % due 2026 to 2049
2,470 1,517 3,950 —
CenterPoint Energy Junior Subordinated Notes 5.95 % to 7.00 % due 2055 to 2056
2,000 — 1,300 —
CenterPoint Energy pollution control bonds 5.125 % due 2028 (3)
68 — 68 —
CenterPoint Energy commercial paper (4) 420 — 382 —
SIGECO first mortgage bonds 3.45 % to 6.18 % due 2025 to 2055 (5)
1,459 — 944 41
SIGECO Securitization Bonds 5.026 % to 5.172 % due 2036 to 2041 (6)
299 13 311 13
Unamortized debt issuance costs ( 56 ) ( 3 ) ( 48 ) —
Unamortized discount and premium, net ( 3 ) — ( 6 ) —
Houston Electric debt (see details below) 9,252 827 8,322 500
CERC debt (see details below) 4,657 60 5,174 10
Total CenterPoint Energy debt $ 20,566 $ 2,414 $ 20,397 $ 566
Houston Electric:
Short Term Borrowings:
Term loan (7)
$ — $ 500 $ — $ 500
Long-term debt:
General mortgage bonds 2.35 % to 6.95 % due 2026 to 2053 (8)
8,978 300 8,412 —
Other 1 — 1 —
Restoration Bond Company II Securitization Bonds 4.26 % to 4.83 % due 2035 to 2040 (9)
375 27 — —
Unamortized debt issuance costs ( 73 ) — ( 62 ) —
Unamortized discount and premium, net ( 29 ) — ( 29 ) —
Total Houston Electric debt $ 9,252 $ 827 $ 8,322 $ 500
CERC (10):
Senior notes 1.75 % to 6.625 % due 2026 to 2047
$ 4,045 $ 60 $ 4,520 $ —
Indiana Gas senior notes 6.34 % to 7.08 % due 2025 to 2029
76 — 86 10
Commercial paper (4) 559 — 599 —
Unamortized debt issuance costs ( 23 ) — ( 31 ) —
Total CERC debt $ 4,657 $ 60 $ 5,174 $ 10
(1) Includes amounts due or exchangeable within one year of the date noted.
(2) CenterPoint Energy’s ZENS obligation is bifurcated into a debt component and an embedded derivative component. For additional information regarding ZENS, see Note 10(b). As ZENS are exchangeable for cash at any time at the option of the holders, these notes are classified as a current portion of long-term debt.
(3) These pollution control bonds were secured by general mortgage bonds of Houston Electric as of December 31, 2025 and 2024 and are not reflected in Houston Electric’s consolidated financial statements because of the contingent nature of the obligations.
(4) Commercial paper issued by CenterPoint Energy and CERC Corp. has maturities up to 60 days and 30 days, respectively, and are backstopped by the respective issuer’s long-term revolving credit facility. Commercial paper is classified as long-term because the termination date of the facility that backstops the commercial paper is more than one year from the balance sheet date.
(5) The first mortgage bonds issued by SIGECO subject SIGECO’s properties to a lien under the related mortgage indenture as further discussed below.
(6) Scheduled final payment dates are November 15, 2036 and May 15, 2041. The SIGECO Securitization Bonds will be repaid over time through a securitization charge imposed on retail electric customers in SIGECO’s service territory.
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(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. 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.
(9) Scheduled final payment dates are December 15, 2035 and June 15, 2040. 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.
Debt Transactions
Debt Issuances. During 2025, the following debt instruments were issued or incurred:
Registrant Issuance Date Debt Instrument Aggregate Principal Amount Interest Rate Maturity Date
(in millions, except for interest rates)
Houston Electric (1) February 2025 General Mortgage Bonds $ 500 4.80 % 2030
Houston Electric (2)
August 2025 General Mortgage Bonds 600 4.95 % 2035
Houston Electric (3)
September 2025 Securitization Bonds
402 4.255 % - 4.826 %
2035 - 2040
Total Houston Electric 1,502
CenterPoint Energy (4)
January 2025 First Mortgage Bonds
165 5.69 % 2055
CenterPoint Energy (5)
July 2025 First Mortgage Bonds
100 5.09 % 2031
CenterPoint Energy (5)
July 2025 First Mortgage Bonds
105 5.52 % 2035
CenterPoint Energy (6)
July 2025 2028 Convertible Senior Notes
1,000 3.00 % 2028
CenterPoint Energy (7)
October 2025 First Mortgage Bonds
45 5.77 % 2040
CenterPoint Energy (7)
October 2025 First Mortgage Bonds
100 6.18 % 2055
CenterPoint Energy (8)
October 2025 Junior Subordinated Notes
700 5.95 % 2056
Total CenterPoint Energy $ 3,717
(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.
(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.
(3) Issued by Restoration Bond Company II. 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. 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.
(5) Issued by SIGECO. 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.
(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.
(7) Issued by SIGECO. 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.
(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.
Junior Subordinated Notes due 2056. 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
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(the “Series D Notes”). 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. 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; 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). 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): (i) declare or pay any dividends or distributions on any of CenterPoint Energy’s capital stock; (ii) redeem, purchase, acquire or make a liquidation payment with respect to any of CenterPoint Energy’s capital stock; (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); 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.
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. Interest on the 2026 Convertible Notes is payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. The 2026 Convertible Notes will mature on August 15, 2026, unless earlier converted or repurchased by CenterPoint Energy in accordance with their terms.
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. 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. 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. The conversion rate for the 2026 Convertible Notes is initially 27.1278 shares of Common Stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to an initial conversion price of approximately $ 36.86 per share of Common Stock). The initial conversion price of the 2026 Convertible Notes represents a premium of approximately 25.0 % over the last reported sale price of the Common Stock on the NYSE on August 1, 2023. Initially, a maximum of 33,909,700 shares of Common Stock may be issued upon conversion of the 2026 Convertible Notes based on the initial maximum conversion rate of 33.9097 shares of Common Stock per $1,000 principal amount of 2026 Convertible Notes. 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.
2028 Convertible Senior Notes. 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. The 2028 Convertible Notes will mature on August 1, 2028, unless earlier converted or repurchased by CenterPoint Energy in accordance with their terms.
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. 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
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2028 Convertible Notes at any time at the conversion rate then in effect, irrespective of the conditions. CenterPoint Energy may not redeem the 2028 Convertible Notes prior to the maturity date.
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. 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). 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. 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. 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. 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; equal in right of payment to any of CenterPoint Energy’s unsecured indebtedness that is not so subordinated; 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; 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.
Debt Repurchases and Repayments. During 2025, the following debt instruments were repurchased prior to maturity or repaid at maturity:
Registrant Repurchase/Repayment Date
Debt Instrument Aggregate Principal Interest Rate Maturity Date
(in millions)
CERC (1)
March 2025 Term Loan
$ 10 6.36 % 2028
CERC (2)
April 2025 Senior Notes
415 4.10 % - 5.40 %
2033 - 2047
CERC (3)
June 2025 Term Loan
10 6.53 % 2025
Total CERC
435
Houston Electric (4)
October 2025 General Mortgage Bonds
234 4.25 % - 4.50 %
2044 - 2049
Total Houston Electric
234
CenterPoint Energy (2)
April 2025 Senior Notes
634 3.70 % - 5.40 %
2026 - 2049
CenterPoint Energy (5)
July 2025 First Mortgage Bonds
41 3.45 % 2025
CenterPoint Energy (4)
October 2025 Senior Notes
329 2.65 % - 3.70 %
2030 - 2049
Total CenterPoint Energy $ 1,673
(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.
(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)
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$ 400 million aggregate purchase price of certain of CERC’s senior notes, ranging from 4.10 % to 5.40 %, due 2028 to 2047. In May 2025, CenterPoint Energy accepted for purchase and paid approximately $ 1 billion in connection with the settlement of the tender offers. Upon completion of the tender offers, CenterPoint Energy cancelled approximately $ 634 million aggregate principal amount of its senior notes and CERC Corp. cancelled approximately $ 415 million aggregate principal amount of its senior notes pursuant to the terms of the respective indentures governing such notes. 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.
(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.
(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. In October 2025, CenterPoint Energy accepted for purchase and paid approximately $ 504 million in connection with the settlement of the tender offers. 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. 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.
(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.
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,
2025 2024 2023
(in millions)
CenterPoint Energy (1) $ 61 $ — $ ( 11 )
Houston Electric (2) 24 — —
CERC
9 — —
(1) The loss on early extinguishment of debt at CenterPoint Energy during 2023 was recorded as a regulatory asset.
(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. 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. 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. 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. 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. 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. Creditors of CenterPoint Energy, Houston Electric and SIGECO have no recourse to any assets or revenues of the Bond
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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. The Registrants had the following revolving credit facilities as of December 31, 2025:
Registrant Execution
Date Size of
Facility Draw Rate of SOFR plus (1) Financial Covenant Limit on Debt for Borrowed Money to Capital Ratio Debt for Borrowed Money to Capital
Ratio as of December 31, 2025 (2)
Termination
Date (5)
(in millions)
CenterPoint Energy December 6, 2022 $ 2,400 1.500 % 65 % (3) 59.6 % December 6, 2028
CenterPoint Energy (4) December 6, 2022 250 1.125 % 65 % 45.0 % December 6, 2028
Houston Electric December 6, 2022 300 1.250 % 67.5 % (3) 54.6 % December 6, 2028
CERC December 6, 2022 1,050 1.125 % 65 % 40.8 % December 6, 2028
Total $ 4,000
(1) Based on credit ratings as of December 31, 2025.
(2) As defined in the revolving credit facility agreement, excluding Securitization Bonds.
(3) For CenterPoint Energy and Houston Electric, the financial covenant limit will temporarily increase to 70 % if Houston Electric experiences damage from a natural disaster in its service territory and CenterPoint Energy certifies to the administrative agent that Houston Electric has incurred system restoration costs reasonably likely to exceed $ 100 million in a consecutive 12 -month period, all or part of which Houston Electric intends to seek to recover through securitization financing. Such temporary increase in the financial covenant would be in effect from the date CenterPoint Energy delivers its certification until the earliest to occur of (i) the completion of the securitization financing, (ii) the first anniversary of CenterPoint Energy’s certification, or (iii) the revocation of such certification.
(4) This credit facility was issued by SIGECO.
(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.
For the periods presented, the Registrants had the following revolving credit facilities and utilization of such facilities:
December 31, 2025 December 31, 2024
Registrant Size of
Facility Loans Letters
of Credit Commercial
Paper Weighted Average Interest Rate Size of
Facility Loans Letters
of Credit Commercial
Paper Weighted Average Interest Rate
(in millions, except weighted average interest rate)
CenterPoint Energy (1) $ 2,400 $ — $ — $ 420 3.78 % $ 2,400 $ — $ — $ 382 4.59 %
CenterPoint Energy (2) 250 — — — — % 250 — — — — %
Houston Electric 300 — — — — % 300 — — — — %
CERC 1,050 — — 559 3.86 % 1,050 — — 599 4.62 %
Total $ 4,000 $ — $ — $ 979 $ 4,000 $ — $ — $ 981
(1) CenterPoint Energy’s and CERC’s outstanding commercial paper generally have maturities up to 60 days and 30 days, respectively, and are backstopped by the respective issuer’s long-term revolving credit facility.
(2) This credit facility was issued by SIGECO.
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Maturities. As of December 31, 2025, maturities of long-term debt through 2030, excluding the ZENS obligation and unamortized discounts, premiums and issuance costs, were as follows:
CenterPoint
Energy (1) Houston
Electric (1) CERC Securitization Bonds
(in millions)
2026 $ 2,417 $ 827 $ 60 $ 40
2027 363 323 26 37
2028 3,980 524 1,779 39
2029 911 25 30 41
2030 1,512 526 500 43
(1) These maturities include Securitization Bonds principal repayments on scheduled payment dates.
Liens. As of December 31, 2025, Houston Electric’s assets were subject to liens securing approximately $ 9.3 billion of general mortgage bonds outstanding under the General Mortgage, including approximately $ 68 million held in trust to secure pollution control bonds that mature in 2028 for which CenterPoint Energy is obligated. The general mortgage bonds that are held in trust to secure pollution control bonds are not reflected in Houston Electric’s consolidated financial statements because of the contingent nature of the obligations. Houston Electric may issue additional general mortgage bonds on the basis of retired bonds, 70 % of property additions or cash deposited with the trustee. As of December 31, 2025, approximately $ 5.1 billion of additional general mortgage bonds could be issued on the basis of retired bonds and 70 % of property additions. 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.
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. As of December 31, 2025, SIGECO was permitted to issue additional bonds under its mortgage indenture up to 70 % of then currently unfunded property additions and approximately $ 892 million of additional first mortgage bonds could be issued on this basis.
Houston Electric and CERC participate in a money pool through which they can borrow or invest on a short-term basis. For additional information, see Note 18.
(13) Income Taxes
The components of the Registrants’ income tax expense (benefit) were as follows for the periods presented:
Year Ended December 31,
2025 2024 2023
(in millions)
CenterPoint Energy
Current income tax expense (benefit):
Federal $ 64 $ ( 17 ) $ 106
State 9 ( 9 ) 33
Total current income tax expense (benefit)
73 ( 26 ) 139
Deferred income tax expense (benefit):
Federal 174 218 119
State ( 52 ) 3 ( 88 )
Total deferred income tax expense
122 221 31
Total income tax expense $ 195 $ 195 $ 170
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Year Ended December 31,
2025 2024 2023
(in millions)
Houston Electric
Current income tax expense (benefit):
Federal $ 47 $ 62 $ ( 26 )
State 19 15 34
Total current income tax expense
66 77 8
Deferred income tax expense:
Federal 80 60 159
State 1 1 1
Total deferred income tax expense
81 61 160
Total income tax expense $ 147 $ 138 $ 168
CERC
Current income tax expense (benefit):
Federal $ 88 $ 55 $ 12
State 1 ( 6 ) 3
Total current income tax expense
89 49 15
Deferred income tax expense (benefit):
Federal 70 60 95
State ( 62 ) ( 5 ) ( 136 )
Total deferred income tax expense (benefit)
8 55 ( 41 )
Total income tax expense (benefit) $ 97 $ 104 $ ( 26 )
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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
Amount
Percent
Amount
Percent
Amount
Percent
(in millions, except percentages)
CenterPoint Energy (1) (2) (3) (4)
Income before income taxes $ 1,247 $ 1,214 $ 1,087
Federal statutory income tax rate 262 21 % 255 21 % 228 21 %
Increase (decrease) in tax expense resulting from:
State income tax benefit, net of federal income tax
( 30 ) ( 2 ) % ( 8 ) ( 1 ) % ( 44 ) ( 4 ) %
Tax credits
( 5 ) — % ( 9 ) ( 1 ) % ( 6 ) ( 1 ) %
Nontaxable or non-deductible items:
Goodwill
46 4 % — — % — — %
Equity AFUDC ( 13 ) ( 1 ) % ( 12 ) ( 1 ) % ( 13 ) ( 1 ) %
Other
3 — % ( 1 ) — % 10 1 %
Changes in unrecognized tax benefits
( 8 ) ( 1 ) % 3 — % 1 — %
Excess deferred income tax amortization ( 63 ) ( 5 ) % ( 43 ) ( 4 ) % ( 44 ) ( 4 ) %
Sale of Energy Systems Group — — % — — % 28 3 %
Other, net 3 — % 10 2 % 10 1 %
Total ( 67 ) ( 5 ) % ( 60 ) ( 5 ) % ( 58 ) ( 5 ) %
Total income tax expense and effective tax rate
$ 195 16 % $ 195 16 % $ 170 16 %
Houston Electric (5)
Income before income taxes $ 725 $ 684 $ 761
Federal statutory income tax rate 152 21 % 144 21 % 160 21 %
Increase (decrease) in tax expense resulting from:
State income tax expense, net of federal income tax 15 2 % 12 2 % 27 4 %
Tax credits
— — % ( 3 ) — % ( 2 ) ( 1 ) %
Nontaxable or non-deductible items:
Equity AFUDC
( 6 ) ( 1 ) % ( 5 ) ( 1 ) % — — %
Other
1 — % ( 2 ) — % — — %
Excess deferred income tax amortization
( 17 ) ( 2 ) % ( 17 ) ( 2 ) % ( 17 ) ( 2 ) %
Other, net 2 — % 9 — % — — %
Total ( 5 ) ( 1 ) % ( 6 ) ( 1 ) % 8 1 %
Total income tax expense and effective tax rate
$ 147 20 % $ 138 20 % $ 168 22 %
CERC (1) (6) (7) (8)
Income before income taxes $ 736 $ 644 $ 486
Federal statutory income tax rate 155 21 % 135 21 % 102 21 %
Increase (decrease) in tax expense resulting from:
State income tax benefit, net of federal income tax
( 48 ) ( 7 ) % ( 10 ) ( 2 ) % ( 106 ) ( 22 ) %
Tax credits
— — % ( 1 ) — % — — %
Nontaxable or non-deductible items:
Goodwill
26 4 % — — % — — %
Equity AFUDC ( 3 ) — % ( 4 ) ( 1 ) % — — %
Other
— — % ( 3 ) — % 5 1 %
Changes in unrecognized tax benefits
1 — % 1 — % 1 — %
Excess deferred income tax amortization ( 36 ) ( 5 ) % ( 15 ) ( 2 ) % ( 23 ) ( 5 ) %
Other, net 2 — % 1 — % ( 5 ) — %
Total ( 58 ) ( 8 ) % ( 31 ) ( 5 ) % ( 128 ) ( 26 ) %
Total income tax expense (benefit) and effective tax rate
$ 97 13 % $ 104 16 % $ ( 26 ) ( 5 ) %
(1) For all periods presented, Minnesota contributed to the majority (greater than 50%) of the tax effect.
(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.
(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. In addition, a
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$ 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.
(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.
(5) For all periods presented, Texas contributed to 100% of the tax effect.
(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.
(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. 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.
(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.
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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
(in millions)
CenterPoint Energy
Deferred tax assets:
Benefits and compensation $ 97 $ 126
Regulatory liabilities 325 348
Loss and credit carryforwards 1,012 942
Asset retirement obligations 81 98
Other 235 150
Valuation allowance ( 37 ) ( 35 )
Total deferred tax assets 1,713 1,629
Deferred tax liabilities:
Property, plant and equipment 4,609 4,384
Regulatory assets 734 750
Investment in ZENS and equity securities related to ZENS 950 866
Other 22 18
Total deferred tax liabilities 6,315 6,018
Net deferred tax liabilities $ 4,602 $ 4,389
Houston Electric
Deferred tax assets:
Benefits and compensation $ 6 $ 8
Regulatory liabilities 163 158
Loss and credit carryforwards
493 408
Asset retirement obligations 9 9
Other 20 16
Total deferred tax assets 691 599
Deferred tax liabilities:
Property, plant and equipment 2,161 1,988
Regulatory assets 139 113
Total deferred tax liabilities 2,300 2,101
Net deferred tax liabilities $ 1,609 $ 1,502
CERC
Deferred tax assets:
Benefits and compensation $ 14 $ 17
Regulatory liabilities 127 150
Loss and credit carryforwards 564 694
Asset retirement obligations 59 82
Other 196 122
Valuation allowance ( 28 ) ( 25 )
Total deferred tax assets 932 1,040
Deferred tax liabilities:
Property, plant and equipment 1,871 1,883
Regulatory assets 467 513
Other 20 14
Total deferred tax liabilities 2,358 2,410
Net deferred tax liabilities $ 1,426 $ 1,370
Tax Attribute Carryforwards and Valuation Allowance . As of December 31, 2025, CenterPoint Energy had (i) federal NOL carryforwards of $ 3.3 billion, which have an indefinite carryforward period; (ii) federal charitable contribution carryforwards of $ 63 million, which expire beginning in 2028; (iii) federal corporate alternative minimum tax carryforwards of $ 201 million, which have an indefinite carryforward period; (iv) $ 2 billion of gross state NOL carryforwards, which expire beginning in 2029; and (v) $ 1 million of state tax credits, net of valuation allowance, which expire beginning in 2032.
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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.
As of December 31, 2025, Houston Electric had (i) federal NOL carryforwards of $ 1.9 billion, which have an indefinite carryforward period; and (ii) federal corporate alternative minimum tax carryforwards of $ 96 million, which have an indefinite carryforward period.
As of December 31, 2025, CERC had (i) federal NOL carryforwards of $ 1.5 billion, which have an indefinite carryforward period; (ii) federal corporate alternative minimum tax carryforwards of $ 152 million, which have an indefinite carryforward period; 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:
Year Ended December 31,
2025 2024 2023
(in millions)
Balance, beginning of year $ 25 $ 25 $ 26
Lapse of statute of limitations
( 8 ) — ( 1 )
Balance, end of year $ 17 $ 25 $ 25
As of December 31, 2025, CenterPoint Energy reported net unrecognized tax benefits, including penalties and interest, of $ 24 million, which were included in Other non-current liabilities in the Consolidated Balance Sheets. Included in the balance of uncertain tax positions as of December 31, 2025 were $ 17 million of tax benefits that, if recognized, would affect the effective tax rate. The Registrants recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense. The above table does not include $ 7 million of accrued penalties and interest as of December 31, 2025.
Tax Audits and Settlements . Tax years through 2022 have been audited and settled with the IRS for CenterPoint Energy. For tax years 2023, 2024 and 2025, the Registrants are participants in the IRS’s Compliance Assurance Process.
Income Taxes Payments and Refunds . For income taxes paid or refunds received for the years ended December 31, 2025, 2024 and 2023, see Note 17.
(14) Commitments and Contingencies
(a) Purchase Obligations (CenterPoint Energy and CERC)
Commitments include minimum purchase obligations related to CenterPoint Energy’s and CERC’s Natural Gas reportable segment and CenterPoint Energy’s Electric reportable segment. 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. Natural gas supply commitments also include transportation contracts that do not meet the definition of a derivative.
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As of December 31, 2025, CenterPoint Energy and CERC had the following undiscounted minimum purchase obligations:
CenterPoint Energy CERC
Natural Gas Supply Electric Supply (1) Other (2)
Natural Gas Supply
(in millions)
2026 $ 689 $ 131 $ 158 $ 684
2027 591 157 198 587
2028 546 98 137 542
2029 526 96 8 522
2030 484 80 117 480
Thereafter 1,344 1,574 1 1,322
Total $ 4,180 $ 2,136 $ 619 $ 4,137
(1) Primarily related to PPAs with commitments ranging from 20 years to 27 years.
(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.
(b) Guarantees (CenterPoint Energy)
CenterPoint Energy recognizes guarantee obligations at fair value. CenterPoint Energy discloses parent company guarantees of a subsidiary’s obligation when that guarantee results in the exposure of a material obligation of the parent company even if the probability of fulfilling such obligation is considered remote.
On May 21, 2023, CenterPoint Energy, through Vectren Energy Services, entered into the Equity Purchase Agreement to sell Energy Systems Group. The sale closed on June 30, 2023. See Note 4 for further information.
In the normal course of business prior to the consummation of the transaction on June 30, 2023, CenterPoint Energy, primarily through Vectren, issued parent company level guarantees supporting Energy Systems Group ’s obligations. 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. 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. 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.
Under the terms of the Equity Purchase Agreement, ESG Holdings Group must generally use reasonable best efforts to replace existing CenterPoint Energy guarantees with credit support provided by a party other than CenterPoint Energy as of and after the closing of the transaction. The Equity Purchase Agreement also requires certain protections to be provided for any damages incurred by CenterPoint Energy in relation to these guarantees not released by closing. No additional guarantees were provided by CenterPoint Energy in favor of Energy Systems Group subsequent to the closing of the sale on June 30, 2023.
While there can be no assurance that performance under any of these parent company guarantees will not be required in the future, CenterPoint Energy considers the likelihood of a material amount being incurred to be remote. CenterPoint Energy believes that, from Energy Systems Group ’s inception in 1994 to the closing of the sale of Energy Systems Group on June 30, 2023, Energy Systems Group had a history of generally meeting its performance obligations and energy savings guarantees and its installed products operated effectively. 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.
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(c) Legal, Environmental and Other Matters
Legal Matters
Litigation Related to Hurricane Beryl. 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. Moreover, additional governmental and regulatory agencies and other entities may conduct such inquiries and investigations. 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; the assessment of financial penalties; changes to Houston Electric’s system, service territories, operations and/or regulatory treatment; 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. 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. 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.
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. 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; (2) all residential customers; and (3) all health, wellness, medical and beauty facilities in Harris County. 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. 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. 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. One of those lawsuits is brought by approximately 220 individually named plaintiffs, and the other lawsuit includes approximately 50 individually named plaintiffs. 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. Certain plaintiffs in these actions allege personal injury or property damage and seek damages in excess of $ 1 million. These cases have been transferred to the designated MDL pretrial court. 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. 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. 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. Houston Electric filed notices of appeal of these orders. The remaining dispositive motions that have been filed are set for hearing by the MDL pretrial court on February 23, 2026. 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. 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. 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. 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. 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
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consequences of any of the foregoing matters or to estimate a range of potential losses. For more information regarding Hurricane Beryl, see Note 7.
Litigation Related to the February 2021 Winter Storm Event. Various legal proceedings are still pending against numerous entities with respect to the February 2021 Winter Storm Event, including against CenterPoint Energy, Utility Holding, Houston Electric, and CERC. Like other Texas energy companies and TDUs, CenterPoint Energy and Houston Electric have become involved in certain investigations, litigation and other regulatory and legal proceedings regarding their efforts to restore power during the storm and their compliance with NERC, ERCOT and PUCT rules and directives. Additionally, like other natural gas market participants, CERC has been named in litigation alleging gas market manipulation.
CenterPoint Energy, Utility Holding and Houston Electric, along with hundreds of other defendants (including ERCOT, power generation companies, other TDUs, natural gas producers, REPs, and other entities) received claims and lawsuits filed by plaintiffs alleging wrongful death, personal injury, property damage and other injuries and damages. 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. The plaintiffs in the lawsuits asserted negligence, gross negligence and nuisance causes of action, among others, against CenterPoint Energy, Utility Holding and Houston Electric. 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. 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. 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. As of the date of filing this Form 10-K, most of the plaintiffs have filed amended petitions. The claims against Utility Holding have been dismissed in light of the judge’s initial rulings on the Rule 91a dispositive motions. 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. 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. Briefing in this appellate proceeding is complete. Aside from the filing of amended pleadings and certain dispositive motions in response, all litigation otherwise remains stayed in the MDL. CenterPoint Energy and Houston Electric intend to vigorously defend themselves against the remaining claims.
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.). 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. 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. Plaintiffs allege that this manipulation impacted gas supply and prices and caused blackouts and other damage. Plaintiffs assert claims for tortious interference with existing contract, private nuisance, and unjust enrichment. 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; pre- and post-judgment interest; costs and attorneys’ fees; and other relief. 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.
CERC has vigorously defended itself against the claims raised in the gas market cases. 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. 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. As a result of these rulings, all claims against CERC were dismissed with prejudice. Plaintiffs have appealed these rulings, and the appeals have been assigned to the Court of Appeals for the First District of Texas. One of the three cases against CERC was a putative class action, but that case has been dismissed. 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. CERC is still a defendant in two remaining cases. The parties have completed their briefing for the Court of Appeals for the First District of Texas and await a ruling.
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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. 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. 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.
Jefferson Parish . 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. 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. 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. Several cases involving other parishes were remanded to Louisiana state court. To date, two of the 42 suits have substantially progressed in state court. The first case, Cameron Parish v. Auster Oil & Gas, Inc., et al. , settled shortly before trial on confidential terms. The second case, Plaquemines Parish v. 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. 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. 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. among the defendants. 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.
Because of the procedurally preliminary nature of the proceedings in the case in which Primary Fuels, Inc. 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. CenterPoint Energy intends to continue to vigorously defend itself against the claims raised and pursue any and all available insurance coverage.
Environmental Matters
MGP Sites. CenterPoint Energy, CERC and their predecessors, including predecessors of Vectren, operated MGPs in the past. The costs CenterPoint Energy or CERC, as applicable, expect to incur to fulfill their respective obligations are estimated by management using assumptions based on actual costs incurred, the timing of expected future payments and inflation factors, among others. While CenterPoint Energy and CERC have recorded obligations for all costs which are probable and estimable, including amounts they are presently obligated to incur in connection with activities at these sites, it is possible that future events may require remedial activities which are not presently foreseen, and those costs may not be subject to PRP or insurance recovery.
(i) Minnesota MGPs (CenterPoint Energy and CERC) . With respect to certain Minnesota MGP sites, CenterPoint Energy and CERC have completed state-ordered remediation and continue state-ordered monitoring and water treatment. CenterPoint Energy and CERC recorded a liability as reflected in the table below for continued monitoring and any future remediation required by regulators in Minnesota.
(ii) Indiana MGPs (CenterPoint Energy and CERC) . In the Indiana Gas service territory, the existence, location and certain general characteristics of 26 gas manufacturing and storage sites have been identified for which CenterPoint Energy and CERC may have some remedial responsibility. A remedial investigation/feasibility study was completed at one of the sites under an agreed upon order between Indiana Gas and the IDEM, and a Record of Decision was issued by the IDEM in January 2000. The remaining sites have been submitted to the IDEM’s VRP. CenterPoint Energy has also identified its involvement in five manufactured gas plant sites in SIGECO’s service territory, all of which are currently enrolled in the IDEM’s VRP. CenterPoint Energy is currently conducting some level of remedial activities, including groundwater monitoring at certain sites.
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(iii) Other MGPs (CenterPoint Energy and CERC). In addition to the Minnesota and Indiana sites, the EPA and other regulators have investigated MGP sites that were owned or operated by CenterPoint Energy or CERC or may have been owned by one of their former affiliates.
Total costs that may be incurred in connection with addressing these sites cannot be determined at this time. The estimated accrued costs are limited to CenterPoint Energy’s and CERC’s share of the remediation efforts and are therefore net of exposures of other PRPs. The estimated range of possible remediation costs for the sites for which CenterPoint Energy and CERC believe they may have responsibility was based on remediation continuing for the minimum time frame given in the table below:
December 31, 2025
CenterPoint Energy CERC
(in millions, except years)
Amount accrued for remediation $ 13 $ 11
Minimum estimated remediation costs 9 7
Maximum estimated remediation costs 48 41
Minimum years of remediation 5 5
Maximum years of remediation 50 50
The cost estimates are based on studies of a site or industry average costs for remediation of sites of similar size. The actual remediation costs will depend on the number of sites to be remediated, the participation of other PRPs, if any, and the remediation methods used.
CenterPoint Energy and CERC do not expect the ultimate outcome of these matters to have a material adverse effect on the financial condition, results of operations or cash flows of either CenterPoint Energy or CERC.
Asbestos. Some facilities owned by the Registrants or their predecessors contain or have contained asbestos insulation and other asbestos-containing materials. The Registrants are from time to time named, along with numerous others, as defendants in lawsuits filed by a number of individuals who claim injury due to exposure to asbestos, and the Registrants anticipate that additional claims may be asserted in the future. Although their ultimate outcome cannot be predicted at this time, the Registrants do not expect these matters, either individually or in the aggregate, to have a material adverse effect on their financial condition, results of operations or cash flows.
CCR Rule (CenterPoint Energy). In April 2015, the EPA finalized 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.
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. Brown facility. Under the CCR Rule, Indiana Electric is required to perform integrity assessments, including ground water monitoring, at its F.B. Culley and A.B. Brown generating stations. Pursuant to the CCR Rule, both the Culley East and A.B. Brown facilities were taken out of service in a timely manner per the commitments made to the EPA in the extension requests filed for both ponds. On April 24, 2019, Indiana Electric received an order from the IURC approving recovery in rates of costs associated with the closure of the Culley West pond, which has already completed closure activities. On August 14, 2019, Indiana Electric filed its petition with the IURC for recovery of costs associated with the closure of the A.B. Brown ash pond, which would include costs associated with the excavation and recycling of ponded ash. This petition was subsequently approved by the IURC on May 13, 2020. On October 28, 2020, the IURC approved Indiana Electric’s ECA proceeding, which included the initiation of recovery of the federally mandated project costs.
On November 1, 2022, Indiana Electric filed for a CPCN to recover federally mandated costs associated with closure of the Culley East Pond, its third and final ash pond. Indiana Electric sought accounting and ratemaking relief for the project, and on June 8, 2023, Indiana Electric filed a revised CPCN for recovery of the federally mandated ash pond costs. 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. 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. Brown and F.B. Culley. This estimate is subject to change due to the contractual arrangements; continued assessments of the ash, closure methods, and the timing of closure; implications of Indiana Electric’s generation transition plan; changing environmental regulations; and proceeds received from
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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. Brown closure project.
On April 25, 2024, the EPA released its final Hazardous and Solid Waste Management System; Disposal of Coal Combustion Residuals from Electric Utilities; Legacy CCR Surface Impoundments rule (CCR Legacy Rule), which was published in the Federal Register in May 2024. The CCR Legacy Rule requires companies to investigate previously closed impoundments that were used historically for ash disposal or locations which have had ash placed on them in amounts set forth in the CCR Legacy Rule. The Registrants have completed their preliminary review of potential sites that will require further investigation under the CCR Legacy Rule and identified certain sites in Indiana for further evaluation. During 2024, Indiana Electric recorded an approximate $ 11 million ARO with a corresponding increase of $ 11 million to Property, plant and equipment for amounts recoverable for electric generation stations that are currently in service. These estimates reflect the discounted value of future estimated capping costs for an area of historic ash placement at F.B. Culley. 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.
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. In February 2019, the IURC approved Indiana Electric’s Effluent Limitation Guidelines Compliance Plan for its F.B. Culley Generating Station, which was completed in compliance with the requirements of the Effluent Limitation Guidelines. On April 25, 2024, the EPA released its final Supplemental Effluent Limitation Guidelines and Standards for the Steam Electric Generating Point Source Category. On December 31, 2025, the EPA published a final rule extending various deadlines and other provisions of the 2024 Supplemental Effluent Limitation Guidelines. 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. From time to time, the Registrants identify the presence of environmental contaminants during operations or on property where their predecessors have conducted operations. Other such sites involving contaminants may be identified in the future. The Registrants have and expect to continue to remediate any identified sites consistent with state and federal legal obligations. From time to time, the Registrants have received notices, and may receive notices in the future, from regulatory authorities or others regarding status as a PRP in connection with sites found to require remediation due to the presence of environmental contaminants. In addition, the Registrants have been, or may be, named from time to time as defendants in litigation related to such sites. Although the ultimate outcome of such matters cannot be predicted at this time, the Registrants do not expect these matters, either individually or in the aggregate, to have a material adverse effect on their financial condition, results of operations or cash flows.
Other Proceedings
The Registrants are involved in other legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business. From time to time, the Registrants are also defendants in legal proceedings with respect to claims brought by various plaintiffs against broad groups of participants in the energy industry. Some of these proceedings involve substantial amounts. The Registrants regularly analyze current information and, as necessary, provide accruals for probable and reasonably estimable liabilities on the eventual disposition of these matters. The Registrants do not expect the disposition of these matters to have a material adverse effect on the Registrants’ financial condition, results of operations or cash flows.
(15) Earnings Per Share (CenterPoint Energy)
Basic earnings per common share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Participating securities are excluded from weighted average number of common shares outstanding in the computation of basic earnings per common share. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding, including all potentially dilutive common shares, if the effect of such common shares is dilutive.
Diluted earnings per common share reflects the dilutive effect of potential common shares from share-based awards. The dilutive effect of restricted stock is computed using the if-converted method, which assumes conversion of the restricted stock at the beginning of the period. 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.
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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. The dilutive effect of equity forwards is determined under the treasury stock method. 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.
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. 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. For further details on the convertible notes, see Note 12.
The following table reconciles numerators and denominators of CenterPoint Energy’s basic and diluted earnings per common share for the periods presented:
Year Ended December 31,
2025 2024 2023
(in millions, except per share and share amounts)
Numerator:
Net income $ 1,052 $ 1,019 $ 917
Less: Preferred stock dividend requirement
— — 50
Income available to common shareholders - basic and diluted
$ 1,052 $ 1,019 $ 867
Denominator:
Weighted average common shares outstanding - basic 652,671,000 643,163,000 630,947,000
Plus:
Restricted stock 1,938,000 974,000 2,232,000
Equity forwards
1,000,000 — —
Convertible notes (1)
41,000 — —
Weighted average common shares outstanding - diluted 655,650,000 644,137,000 633,179,000
Earnings per Common Share:
Basic $ 1.61 $ 1.58 $ 1.37
Diluted $ 1.60 $ 1.58 $ 1.37
(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.
As of December 31, 2025, reportable segments b y Registrant and information about each Registrant’s CODM were as follows:
CenterPoint Energy
• CenterPoint Energy’s Electric reportable segment consisted of (i) electric transmission and distribution services in the Texas Gulf Coast area in the ERCOT region; (ii) electric transmission and distribution services primarily to southwestern Indiana, and (iii) power generation and wholesale power operations in the MISO region.
• 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; and (ii) permanent pipeline connections through interconnects with various interstate and intrastate pipeline
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companies through CEIP. 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. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions. For further information, see Note 4 to the consolidated financial statements.
• 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.
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
• 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.
CERC
• 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. 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. The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions. 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. 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.
Expenditures for long-lived assets include property, plant and equipment. Intersegment sales are eliminated in consolidation, except as described in Note 1.
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Financial data for reportable segments is as follows for the periods presented:
CenterPoint Energy
Year Ended December 31, 2025
Electric
Natural Gas
Corporate and Other
Total Reportable Segments
Eliminations
Total
(in millions)
Revenues from external customers
$ 4,866 $ 4,483 $ 8 $ 9,357 $ — $ 9,357
Intersegment revenues
— 3 — 3 ( 3 ) —
Utility natural gas, fuel and purchased power 270 1,846 — 2,116 ( 3 ) 2,113
Non-utility cost of revenues, including natural gas — 4 — 4 — 4
Operation and maintenance expenses 2,084 931 9 3,024 — 3,024
Depreciation and amortization 946 563 21 1,530 — 1,530
Taxes other than income taxes 321 245 10 576 — 576
Interest expense and other finance charges 445 208 282 935 ( 32 ) 903
Interest income (1) ( 15 ) ( 11 ) ( 17 ) ( 43 ) 32 ( 11 )
Other expense (income), net (2)
( 62 ) 33 — ( 29 ) — ( 29 )
Income tax expense (benefit) 172 97 ( 74 ) 195 — 195
Net income (loss)
$ 705 $ 570 $ ( 223 ) $ 1,052 $ — $ 1,052
Year Ended December 31, 2024
Electric Natural Gas Corporate and Other Total Reportable Segments
Eliminations
Total
(in millions)
Revenues from external customers $ 4,590 $ 4,048 $ 5 $ 8,643 $ — $ 8,643
Intersegment revenues — 2 — 2 ( 2 ) —
Utility natural gas, fuel and purchased power 198 1,520 ( 1 ) 1,717 ( 2 ) 1,715
Non-utility cost of revenues, including natural gas — 3 — 3 — 3
Operation and maintenance expenses 2,072 881 ( 4 ) 2,949 — 2,949
Depreciation and amortization 877 542 20 1,439 — 1,439
Taxes other than income taxes 304 237 6 547 — 547
Interest expense and other finance charges 372 207 286 865 ( 27 ) 838
Interest income (1) ( 18 ) ( 2 ) ( 14 ) ( 34 ) 27 ( 7 )
Other income, net (2)
( 43 ) ( 12 ) — ( 55 ) — ( 55 )
Income tax expense (benefit) 157 108 ( 70 ) 195 — 195
Net income (loss) $ 671 $ 566 $ ( 218 ) $ 1,019 $ — $ 1,019
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Year Ended December 31, 2023
Electric Natural Gas Corporate and Other Total Reportable Segments
Eliminations
Total
(in millions)
Revenues from external customers $ 4,290 $ 4,276 $ 130 $ 8,696 $ — $ 8,696
Intersegment revenues — 3 — 3 ( 3 ) —
Utility natural gas, fuel and purchased power 176 1,888 — 2,064 ( 3 ) 2,061
Non-utility cost of revenues, including natural gas — 3 96 99 — 99
Operation and maintenance expenses 1,880 949 21 2,850 — 2,850
Depreciation and amortization 872 513 16 1,401 — 1,401
Taxes other than income taxes 272 245 8 525 — 525
Interest expense and other finance charges 303 188 264 755 ( 54 ) 701
Interest income (1) ( 19 ) ( 10 ) ( 34 ) ( 63 ) 54 ( 9 )
Other expense (income), net (2)
( 37 ) ( 5 ) 23 ( 19 ) — ( 19 )
Income tax expense (benefit) $ 189 $ ( 25 ) $ 6 $ 170 $ — $ 170
Net income (loss) $ 654 $ 533 $ ( 270 ) $ 917 $ — $ 917
(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.
Total Assets Expenditures for Long-lived Assets
As of December 31,
Year Ended December 31,
2025 2024 2025 2024 2023
(in millions)
Electric $ 26,649 $ 23,936 $ 3,683 $ 3,099 $ 2,660
Natural Gas 18,405 18,583 1,657 1,524 1,697
Corporate and Other, net of eliminations (1) 1,480 1,249 65 26 13
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.
Houston Electric
Houston Electric consists of a single reportable segment. For financial data related to income and expenses for the single reportable segment, see Houston Electric’s Statements of Consolidated Income. For financial data related to segment total assets, see Houston Electric’s Consolidated Balance Sheets. Financial data related to interest income and expenditures for long-lived assets is as follows for the periods presented:
Year Ended December 31,
2025 2024 2023
(in millions)
Interest income (1)
$ 13 $ 16 $ 14
Expenditures for long-lived assets
2,918 2,738 2,309
(1) Reflected in Other income (expense), net on Houston Electric’s Statements of Consolidated Income.
CERC
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CERC consists of a single reportable segment. For financial data related to income and expenses for the single reportable segment, see CERC’s Statements of Consolidated Income. For financial data related to segment total assets, see CERC’s Consolidated Balance Sheets. Financial data related to interest income and expenditures for long-lived assets is as follows for the periods presented:
Year Ended December 31,
2025 2024 2023
(in millions)
Interest income (1)
$ 10 $ 2 $ 10
Expenditures for long-lived assets
1,581 1,485 1,568
(1) Reflected in Other income (expense), net on CERC’s Statements of Consolidated Income.
Major Customers (Houston Electric)
Houston Electric’s revenues from major external customers are as follows for the periods presented:
Year Ended December 31,
2025 2024 2023
(in millions)
Affiliates of NRG $ 1,229 $ 1,169 $ 1,106
Affiliates of Vistra Energy Corp. 693 605 539
Revenues by Products and Services
Year Ended December 31,
2025 2024 2023
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Electric delivery $ 4,109 $ 4,084 $ — $ 3,963 $ 3,939 $ — $ 3,701 $ 3,677 $ —
Retail electric sales 736 — — 622 — — 569 — —
Wholesale electric sales 19 — — 4 — — 20 — —
Retail gas sales 4,266 — 4,126 3,837 — 3,716 4,078 — 3,951
Gas transportation 11 — 11 11 — 11 11 — 11
Energy products and services 216 — 207 206 — 198 317 — 187
Total $ 9,357 $ 4,084 $ 4,344 $ 8,643 $ 3,939 $ 3,925 $ 8,696 $ 3,677 $ 4,149
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(17) Supplemental Disclosure of Cash Flow and Balance Sheet Information
Supplemental Disclosure of Cash Flow Information
The tables below provide supplemental disclosure of cash flow information for the periods presented:
2025 2024 2023
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Cash Payments (Refunds):
Interest, net of capitalized interest $ 983 $ 392 $ 233 $ 805 $ 321 $ 190 $ 664 $ 287 $ 175
Income taxes
Federal income taxes
$ ( 1 ) $ — $ — $ ( 5 ) $ — $ — $ 196 $ 12 $ 113
State income taxes
Indiana
( 11 ) — — — — — — — —
Louisiana
( 10 ) — — ( 10 ) — 1 — — —
New Mexico
— — — ( 2 ) — — — — —
Texas
8 18 2 10 26 2 15 — —
Minnesota
( 4 ) — ( 5 ) — — — — — —
Other states
( 3 ) — ( 1 ) ( 2 ) — — 4 — 2
Total income tax payments (refunds), net (1)
$ ( 21 ) $ 18 $ ( 4 ) $ ( 9 ) $ 26 $ 3 $ 215 $ 12 $ 115
Non-cash transactions:
Accounts payable related to capital expenditures
$ 492 $ 367 $ 126 $ 467 $ 381 $ 103 $ 246 $ 166 $ 74
ROU assets obtained in exchange for lease liabilities (2)
$ 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; see Note 19 for additional detail on ROU assets as of the periods presented. 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; 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:
December 31, 2025 December 31, 2024
CenterPoint Energy Houston Electric CERC CenterPoint Energy Houston Electric CERC
(in millions)
Cash and cash equivalents (1) $ 38 $ 25 $ — $ 24 $ 14 $ 2
Restricted cash included in Prepaid expenses and other current assets (2) 11 4 — 6 — —
Total cash, cash equivalents and restricted cash shown in Statements of Consolidated Cash Flows $ 49 $ 29 $ — $ 30 $ 14 $ 2
(1) Cash and cash equivalents related to VIEs as of December 31, 2025 and 2024 included $ 34 million and $ 21 million, respectively, at CenterPoint Energy and $ 25 million and $ 14 million, respectively, at Houston Electric.
(2) Restricted cash primarily related to accounts established by CenterPoint Energy and Houston Electric in connection with the issuance of the Securitization Bonds to collateralize the Securitization Bonds that were issued in these financing transactions. These restricted cash accounts are not available for withdrawal until the maturity of the Securitization Bonds.
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Supplemental Disclosure of Balance Sheet Information
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. 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)
Houston Electric and CERC participate in CenterPoint Energy’s money pool through which they can borrow or invest on a short-term basis. Funding needs are aggregated and external borrowing or investing is based on the net cash position. The net funding requirements of the CenterPoint Energy money pool are expected to be met with borrowings under CenterPoint Energy’s revolving credit facility or the sale of CenterPoint Energy’s commercial paper.
The table below summarizes CenterPoint Energy money pool activity as of the dates presented:
December 31, 2025 December 31, 2024
Houston Electric CERC Houston Electric CERC
(in millions, except interest rates)
Money pool investments (borrowings) (1)
$ ( 54 ) $ ( 291 ) $ 368 $ —
Weighted average interest rate 3.83 % 3.83 % 4.65 % — %
(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.
Houston Electric and CERC affiliate-related transactions were as follows for the periods presented:
Year Ended December 31,
2025 2024 2023
Houston Electric CERC Houston Electric CERC Houston Electric CERC
(in millions)
Interest income, net (1)
$ 1 $ 7 $ 9 $ 2 $ 2 $ 10
(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. The costs of services have been charged directly to Houston Electric and CERC using methods that management believes are reasonable. These methods include usage rates, dedicated asset assignment and proportionate corporate formulas based on operating expenses, assets, gross margin, employees and a composite of assets, gross margin and employees. Houston Electric provides certain services to CERC. These services are billed at actual cost, either directly or as an allocation and include fleet services, shop services, geographic services, surveying and right-of-way services, radio communications, data circuit management and field operations. Additionally, CERC provides certain services to Houston Electric. These services are billed at actual cost, either directly or as an allocation and include line locating and other miscellaneous services. These charges are not necessarily indicative of what would have been incurred had Houston Electric and CERC not been affiliates.
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The table below presents amounts charged for these services, which are included primarily in Operation and maintenance expenses on Houston Electric’s and CERC’s respective Statements of Consolidated Income, for the periods presented:
Year Ended December 31,
2025 2024 2023
Houston Electric CERC Houston Electric CERC Houston Electric CERC
(in millions)
Corporate service charges $ 201 $ 228 $ 173 $ 213 $ 173 $ 236
Affiliate service charges (billings), net
( 4 ) 4 ( 5 ) 5 ( 10 ) 10
(19) Leases
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. 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. 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. As of December 31, 2025, Houston Electric had secured a first lien on all the assets leased under the prepayment agreement. 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.
The components of lease cost, included in Operation and maintenance expense on the Registrants’ respective Statements of Consolidated Income, are as follows for the periods presented:
Year Ended December 31,
2025 2024 2023
CenterPoint Energy Houston
Electric CERC CenterPoint Energy Houston
Electric CERC CenterPoint Energy Houston
Electric CERC
(in millions)
Operating lease cost $ 8 $ 3 $ 2 $ 6 $ 3 $ 2 $ 6 $ 3 $ 2
Short-term lease cost 26 25 — 12 11 — 31 30 —
Total lease cost (1)
$ 34 $ 28 $ 2 $ 18 $ 14 $ 2 $ 37 $ 33 $ 2
(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. 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:
Year Ended December 31,
2025 2024 2023
CenterPoint Energy Houston
Electric CERC CenterPoint Energy Houston
Electric CERC CenterPoint Energy Houston
Electric CERC
(in millions)
Operating lease income $ 9 $ — $ 6 $ 7 $ — $ 5 $ 6 $ 1 $ 4
Variable lease income 1 — — 1 — — 2 — —
Total lease income $ 10 $ — $ 6 $ 8 $ — $ 5 $ 8 $ 1 $ 4
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Supplemental balance sheet information related to leases was as follows as of the dates presented:
December 31, 2025 December 31, 2024
CenterPoint Energy Houston
Electric CERC CenterPoint Energy Houston
Electric CERC
(in millions)
Assets:
Operating ROU assets (1) $ 61 $ 5 $ 14 $ 27 $ 5 $ 15
Finance ROU assets (2) 335 335 — 430 430 —
Total leased assets $ 396 $ 340 $ 14 $ 457 $ 435 $ 15
Liabilities:
Current operating lease liability (3) $ 5 $ 2 $ — $ 3 $ 1 $ 1
Non-current operating lease liability (4) 57 2 14 25 3 14
Total leased liabilities (5) $ 62 $ 4 $ 14 $ 28 $ 4 $ 15
(1) Included in Other assets in the Registrants’ respective Consolidated Balance Sheets, net of accumulated amortization.
(2) Included in Property, Plant and Equipment in the Registrants’ respective Consolidated Balance Sheets, net of accumulated amortization.
(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.
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
CenterPoint Energy Houston
Electric CERC CenterPoint Energy Houston
Electric CERC
Weighted-average remaining lease term (in years) - operating leases 27.2 7.3 20.9 17.7 2.9 20.6
Weighted-average discount rate - operating leases 5.47 % 4.65 % 5.09 % 4.92 % 4.11 % 5.03 %
Weighted-average remaining lease term (in years) - finance leases 3.5 3.5 — 4.5 4.5 —
Weighted-average discount rate - finance leases 3.60 % 3.60 % — 3.60 % 3.60 % —
As of December 31, 2025, finance lease liabilities were not significant to the Registrants. As of December 31, 2025, maturities of operating lease liabilities were as follows:
CenterPoint
Energy Houston
Electric CERC
(in millions)
2026 $ 6 $ 2 $ 1
2027 5 1 1
2028 4 — 1
2029 4 — 1
2030 3 — 1
Thereafter 108 2 19
Total lease payments 130 5 24
Less: Interest 68 1 10
Present value of lease liabilities $ 62 $ 4 $ 14
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As of December 31, 2025, future minimum finance lease payments to be received were not significant to the Registrants. As of December 31, 2025, maturities of undiscounted operating lease payments to be received were as follows:
CenterPoint
Energy Houston
Electric CERC
(in millions)
2026 $ 9 $ — $ 6
2027 9 — 7
2028 4 — 2
2029 1 — —
2030 1 — —
Thereafter 3 — —
Total lease payments to be received $ 27 $ — $ 15
Other information related to leases is as follows for the periods presented:
Year Ended December 31,
2025 2024 2023
CenterPoint Energy Houston
Electric CERC CenterPoint Energy Houston
Electric CERC CenterPoint Energy Houston
Electric CERC
(in millions)
Operating cash flows from operating leases included in the measurement of lease liabilities $ 6 $ 2 $ 1 $ 5 $ 2 $ 2 $ 5 $ 2 $ 2
See Note 17 for information on ROU assets obtained in exchange for operating lease liabilities.
(20) Subsequent Events
CERC Term Loan
In January 2026, CERC Corp. 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. If not fully utilized, the term loan commitments expire on March 31, 2026. The maturity date of the term loan is July 16, 2027. 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). CERC Corp. borrowed $ 500 million on January 20, 2026, and expects to borrow the remaining $ 300 million during the first quarter of 2026. CERC intends to use the proceeds thereof for general corporate purposes.
CERC Prepayment Notice
On February 11, 2026, CERC Corp. 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. and the purchasers party thereto. 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).
Series 2026-A Senior Secured System Restoration Bonds (Houston Electric)
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. 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
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rates of 3.899 %, 4.480 % and 4.864 % and final maturity dates of December 2031, June 2036 and December 2040, respectively. 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.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.