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CENTERPOINT ENERGY HOUSTON ELECTRIC LLC

For the period ended Sep 30, 2026. Filed Oct 27, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 27, 2026

CNP$40.66+1.7%Stored close · as of Nov 6, 2026

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

Debt Issuances. In January 2026, CERC Corp. entered into a delayed draw term loan agreement pursuant to which the banks party thereto committed to provide term loans in an aggregate principal amount of up to $800 million by March 30, 2026 in up tothree separate borrowings, subject to the satisfaction or waiver of certain customary conditions. 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 borrowed the remaining $300 million on March 25, 2026. CERC used the proceeds thereof for general corporate purposes.

In February 2026, Restoration Bond Company III issued and sold approximately $1.193 billion aggregate principal amount of the Restoration Bond Company III Securitization Bonds in three tranches with initial principal amounts of $298,370,000, $397,825,000 and $497,279,000, with interest rates of 3.899%,4.480% and 4.864% and scheduled final payment dates of December 2030, June 2035 and December 2039, respectively. Restoration Bond Company III used the net proceeds from the issuance to purchase the system restoration property from Houston Electric.

In February 2026, Houston Electric issued and sold $800 million aggregate principal amount of its 4.85% General Mortgage Bonds, Series AR, due 2036. Total proceeds, net of transaction expenses and fees, were approximately $791 million, which was used for general limited liability company purposes, including capital expenditures and working capital purposes.

In September 2026, Houston Electric issued and sold $700 million aggregate principal amount of its 5.40% General Mortgage Bonds, Series AS, due 2031. Total proceeds, net of transaction expenses and fees, were approximately $694 million, which was used for general limited liability company purposes, including capital expenditures and working capital purposes.

2029 Convertible Senior Notes. In February 2026, CenterPoint Energy issued and sold $650 million aggregate principal amount of the 2029 Convertible Notes. The 2029 Convertible Notes bear interest at a rate of 2.875% per year. Total proceeds, net of transaction expenses and fees, were approximately $642 million, which were used for general corporate purposes.

Interest on the 2029 Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The 2029 Convertible Notes will mature on May 15, 2029, 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 February 15, 2029, the 2029 Convertible Notes are convertible only under certain conditions. On or after February 15, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2029 Convertible Notes may convert all or any portion of their 2029 Convertible Notes at any time at the conversion rate then in effect, irrespective of the conditions. CenterPoint Energy may not redeem the 2029 Convertible Notes prior to the maturity date.

Upon conversion of the 2029 Convertible Notes, CenterPoint Energy will pay cash up to the aggregate principal amount of the 2029 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 2029 Convertible Notes being converted. The conversion rate for the 2029 Convertible Notes is initially 18.6524 shares of Common Stock per $1,000 principal amount of 2029 Convertible Notes (equivalent to an initial conversion price of approximately $53.61 per share of Common Stock). The initial conversion price of the 2029 Convertible Notes represents a premium of approximately 25.0% over the last reported sale price of the Common Stock on the NYSE on February 23, 2026. Initially, a maximum of 15,155,010 shares of Common Stock may be issued upon conversion of the 2029 Convertible Notes based on the initial maximum conversion rate of 23.3154 shares of Common Stock per $1,000 principal amount of 2029 Convertible Notes. The conversion rate will be subject to adjustment in some events (as described in the 2029 Convertible Notes Indenture) but will not be adjusted for any accrued and unpaid interest.

Junior Subordinated Notes. In August 2026, CenterPoint Energy issued $700 million aggregate principal amount of 6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series E, due 2058 (the “Series E Notes”). Interest on the Series E Notes accrues from August 3, 2026 and is payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027, and maturing on August 15, 2058. The Series E Notes bear interest (i) from and including August 3, 2026 to, but excluding, August 15, 2033 at the rate of 6.400% per annum and (ii) from and including August 15, 2033, during each five-year period following August 15, 2033 (each such five-year period, a “Series E Interest Reset Period”), at a rate per annum equal to the Five-Year Treasury Rate (as defined in the Junior Subordinated Notes Indenture) as oftwo business days prior to the beginning of the applicable Series E Interest Reset Period plus a spread of 1.885% with such rate per annum to be reset on each five-year anniversary of August 15, 2033. So long as no event of default (as defined in the Junior Subordinated Notes Indenture) with respect to the Series E Notes has occurred and is continuing, CenterPoint Energy may, at its option, defer interest payments on the Series E 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 Junior Subordinated Notes Indenture) may extend beyond the final maturity date of the Series E 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 E Notes in right of payment (including debt securities of other series, such as the other series of the junior subordinated notes issued); 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 E Notes in right of payment.

The Series E 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). Total proceeds for the sale of the Series E Notes, net of issuance costs and transaction expenses and fees, were approximately $691 million, which were used for general corporate purposes, including the repayment of a portion of our outstanding 2026 Convertible Notes, which matured on August 15, 2026 and bore interest at a rate of 4.25% per annum as further described below, and the repayment of our outstanding commercial paper.

Debt Repayments and Redemptions. 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 were 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). Each of CenterPoint Energy and CERC recognized a loss on early extinguishment of debt of approximately $13 million for the three months ended March 31, 2026, which is included in Interest expense and other finance charges on their respective Statements of Consolidated Income.

In February 2026, Houston Electric repaid the $500 million outstanding amount of its term loan, including accrued and unpaid interest thereon, and, following the repayment, the term loan agreement was terminated.

In June 2026, CenterPoint Energy repaid at maturity $500 million aggregate principal amount of its outstanding 1.45% Senior Notes due 2026 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon.

In August 2026, CenterPoint Energy settled all of its outstanding principal amount of the 2026 Convertible Notes, which matured on August 15, 2026. Upon conversion, CenterPoint Energy paid $1.0 billion in aggregate principal amount and approximately $21 million in interest, in each case in cash, and issued 4,120,719 shares of its common stock to settle the conversion premium as the conversion value exceeded the principal amount of the 2026 Convertible Notes.

In August 2026, CenterPoint Energy repaid at maturity $17 million aggregate principal amount of its outstanding 5.25% Senior Notes due 2026 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon.

In September 2026, Houston Electric repaid at maturity $300 million aggregate principal amount of its outstanding 2.40% General Mortgage Bonds due 2026 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon.

In September 2026, CERC Corp. commenced a cash tender offer for up to $350 million aggregate purchase price of certain of its outstanding senior notes, ranging from 4.00% to 5.40% due 2028 to 2047. In September 2026, CERC Corp. announced that it had increased the amount of notes to be accepted from $350 million aggregate purchase price to $400 million aggregate purchase price and accepted for purchase and paid approximately $400 million aggregate purchase price of its notes pursuant to the tender offer. Upon completion of the tender offer, CERC Corp. cancelled approximately $415 million aggregate principal amount of its senior notes pursuant to the terms of the respective indentures governing such notes. CERC Corp. recognized a gain on early extinguishment of debt of approximately $8 million for the three months ended September 30, 2026, which is included in Interest expense and other finance charges on its Statements of Consolidated Income.

Credit Facilities and Commercial Paper. On September 9, 2026, CenterPoint Energy, Houston Electric, CERC and SIGECO replaced their existing revolving credit facilities with four revolving credit facilities totaling $4.6 billion in aggregate commitments. In addition, Houston Electric established a commercial paper program under which it may issue short-term, unsecured commercial paper notes in an aggregate principal amount not to exceed $1.0 billion outstanding at any time. Houston Electric's commercial paper program is backstopped by its revolving credit facility. Further, in connection with replacing the credit facilities, CenterPoint Energy decreased the size of its commercial paper program to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed $2.2 billion and CERC increased its commercial paper program to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed $1.1 billion. The Registrants had the following revolving credit facilities as of September 30, 2026:

Registrant · Execution Date · Size ofFacility · 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 ofSeptember 30, 2026 (2) · Termination Date
(in millions)
CenterPoint EnergySeptember 9, 2026$2,2001.500%67.5%(3)58.6%September 9, 2031
CenterPoint Energy (4)September 9, 20263001.125%65.0%44.9%September 9, 2031
Houston ElectricSeptember 9, 20261,0001.250%67.5%(3)56.1%September 9, 2031
CERCSeptember 9, 20261,1001.000%65.0%42.2%September 9, 2031
Total$4,600

(1)Based on credit ratings as of September 30, 2026.

(2)As defined in the revolving credit facility agreements, 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.

The Registrants, as well as the subsidiaries of CenterPoint Energy discussed above, were in compliance with all financial debt covenants as of September 30, 2026.

The table below reflects the utilization of the Registrants’ respective revolving credit facilities:

September 30, 2026December 31, 2025
RegistrantLoansLettersof CreditCommercialPaperWeighted Average Interest RateLoansLettersof CreditCommercialPaperWeighted Average Interest Rate
(in millions, except weighted average interest rate)
CenterPoint Energy (1)$—$—$234.01%$—$—$4203.78%
CenterPoint Energy (2)————%————%
Houston Electric————%————%
CERC (1)——1,0504.04%——5593.86%
Total$—$—$1,073$—$—$979

(1)CenterPoint Energy’s and CERC’s outstanding commercial paper generally have maturities of 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.

Liens. As of September 30, 2026, Houston Electric’s assets were subject to liens securing approximately $10.5 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 condensed 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 September 30, 2026, 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 September 30, 2026, 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 September 30, 2026, SIGECO was permitted to issue additional bonds under its mortgage indenture up to 70% of then currently unfunded property additions and approximately $1 billion of additional first mortgage bonds could be issued on this basis.

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