Earnings Per Share (CenterPoint Energy)

12 Months Ended

Dec. 31, 2021

The Series C Preferred Stock issued in May 2020 were considered participating securities since these shares participated in dividends on Common Stock on a pari passu, pro rata, as-converted basis. As a result, beginning June 30, 2020, earnings per share on Common Stock was computed using the two-class method required for participating securities during the periods the Series C Preferred Stock was outstanding. As of May 7, 2021, all of the remaining outstanding Series C Preferred Stock were converted into shares of Common Stock and earnings per share on Common Stock and, as such, the two-class method was no longer applicable beginning June 30, 2021.

The two-class method uses an earnings allocation formula that treats participating securities as having rights to earnings that otherwise would have been available only to common shareholders. Under the two-class method, income (loss) available to common shareholders from continuing operations is derived by subtracting the following from income (loss) from continuing operations:

•preferred share dividend requirement;

•deemed dividends for the amortization of the beneficial conversion feature recognized at issuance of the Series C Preferred Stock; and

•an allocation of undistributed earnings to preferred shareholders of participating securities (Series C Preferred Stock) based on the securities’ right to receive dividends.

Undistributed earnings are calculated by subtracting dividends declared on Common Stock, the preferred share dividend requirement and deemed dividends for the amortization of the beneficial conversion feature from net income. Net losses are not allocated to the Series C Preferred Stock as it does not have a contractual obligation to share in the losses of CenterPoint Energy.

The Series C Preferred Stock included conversion features at a price that were below the fair value of the Common Stock on the commitment date. This beneficial conversion feature, which was approximately $32 million, represents the difference between the fair value per share of the Common Stock as of the commitment date and the conversion price, multiplied by the number of common shares issuable upon conversion. The beneficial conversion feature was recognized as a discount to Series C Preferred Stock and was amortized as a deemed dividend over the period from the issue date to the first allowable conversion date, which was November 6, 2020.

Basic earnings per common share is computed by dividing income available to common shareholders from continuing operations by the basic weighted average number of common shares outstanding during the period. Participating securities are excluded from basic weighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing income available to common shareholders from continuing operations 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 share reflects the dilutive effect of potential common shares from share-based awards and convertible preferred shares. The dilutive effect of the restricted stock, Series B Preferred Stock and Series C Preferred Stock is computed using the if-converted method, which assumes conversion of the restricted stock, Series B Preferred Stock and Series C Preferred Stock at the beginning of the period, giving income recognition for the add-back of the preferred share dividends, amortization of beneficial conversion feature, and undistributed earnings allocated to preferred shareholders. 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.

The following table reconciles numerators and denominators of CenterPoint Energy’s basic and diluted earnings per common share. Basic earnings per common share is determined by dividing Income available to common shareholders - basic by the Weighted average common shares outstanding - basic for the applicable period. Diluted earnings per common share is determined by the inclusion of potentially dilutive common stock equivalent shares that may occur if securities to issue Common Stock were exercised or converted into Common Stock.


	For the Year Ended December 31,
	2021		2020		2019
	(in millions, except per share and share amounts)
Numerator:
Income from continuing operations	$	668	$	483	$	515
Less: Preferred stock dividend requirement (Note 13)	95		144		117
Less: Amortization of beneficial conversion feature (Note 13)	—		32		—
Less: Undistributed earnings allocated to preferred shareholders (1)	—		—		—
Income available to common shareholders from continuing operations - basic and diluted	573		307		398
Income (loss) available to common shareholders from discontinued operations - basic and diluted	818		(1,256)		276
Income (loss) available to common shareholders - basic and diluted	$	1,391	$	(949)	$	674
Denominator:
Weighted average common shares outstanding - basic	592,933,000		531,031,000		502,050,000
Plus: Incremental shares from assumed conversions:
Restricted stock	5,181,000		—		3,107,000

Series C Preferred Stock (3)	11,824,000		—		—
Weighted average common shares outstanding - diluted	609,938,000		531,031,000		505,157,000

Anti-dilutive Incremental Shares Excluded from Denominator for Diluted Earnings (Loss) Computation:
Restricted stock	—		3,690,000		—
Series B Preferred Stock (2)	23,906,000		35,922,000		34,354,000
Series C Preferred Stock (3)	—		23,807,000		—


	For the Year Ended December 31,
	2021		2020		2019
	(in millions, except per share and share amounts)
Earnings (loss) per common share:
Basic earnings per common share - continuing operations	$	0.97	$	0.58	$	0.79
Basic earnings (loss) per common share - discontinued operations	1.38		(2.37)		0.55
Basic Earnings (Loss) Per Common Share	$	2.35	$	(1.79)	$	1.34
Diluted earnings per common share - continuing operations	$	0.94	$	0.58	$	0.79
Diluted earnings (loss) per common share - discontinued operations	1.34		(2.37)		0.54
Diluted Earnings (Loss) Per Common Share	$	2.28	$	(1.79)	$	1.33

(1)There were no undistributed earnings to be allocated to participating securities for the years ended December 31, 2021 and 2020.

(2)As of December 31, 2021, all of the outstanding Series B Preferred Stock have been converted into Common Stock. For further information, see Note 13.

(3)As of December 31, 2021, all of the outstanding Series C Preferred Stock have been converted into Common Stock. For further information, see Note 13.