Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement No. 333-238617-02 on Form S-3 of our report dated March 1, 2022, relating to the financial statements of Indiana Gas Company, Inc. and Vectren Energy Delivery of Ohio, Inc. appearing in the June 7, 2022 Current Report on Form 8-K of CenterPoint Energy Resources Corp.

Exhibit 99.3

CENTERPOINT ENERGY RESOURCES CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Set forth herein are the unaudited pro forma condensed combined balance sheet of CenterPoint Energy Resources Corp. (“CERC Corp.”), an indirect, wholly owned subsidiary of CenterPoint Energy, Inc. (“CenterPoint Energy”), and its subsidiaries (CERC Corp. together with its subsidiaries, “CERC”), as of March 31, 2022, and the unaudited pro forma condensed combined statements of income of CERC for the three months ended March 31, 2022 and the years ended December 31, 2021, 2020 and 2019. The unaudited pro forma financial statements give effect to the completed Arkansas/Oklahoma Disposition (as defined below and with respect to the pro forma condensed combined statements of income for the three months ended March 31, 2022 and the year ended December 31, 2021 only), the completed Restructuring (as defined below) and other transactions described herein.

On January 10, 2022, CERC Corp. completed the sale (the “Arkansas/Oklahoma Disposition”) contemplated by the asset purchase agreement (the “Asset Purchase Agreement”) dated April 29, 2021, by and between CERC Corp. and Southern Col Midco, LLC, a Delaware limited liability company and an affiliate of Summit Utilities, Inc. (“Summit”), pursuant to which CERC Corp. agreed to sell its Arkansas and Oklahoma regulated natural gas businesses (the “Business”) to Summit. The purchase price for the Business was $2.150 billion, including recovery of approximately $425 million in gas costs, including storm-related incremental natural gas costs incurred in February 2021 and subject to adjustment as set forth in the Asset Purchase Agreement, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing. The Arkansas/Oklahoma Disposition was considered an asset sale for tax purposes requiring the net deferred tax liabilities to be recognized in earnings at the closing of the Arkansas/Oklahoma Disposition.

The Arkansas/Oklahoma Disposition constituted a significant disposition for CERC Corp. Although the Business met the held for sale criteria, the Arkansas/Oklahoma Disposition does not represent a strategic shift to CERC Corp. as it retained significant operations in, and continues to invest in, its regulated natural gas businesses. Therefore, the income and expenses associated with the Arkansas/Oklahoma Disposition were not reflected as discontinued operations on CERC’s Condensed Statement of Consolidated Income for the three months ended March 31, 2022 or the year ended December 31, 2021, and, as such, this transaction was prohibited from being reflected for more than one annual period in these pro forma financial statements in accordance with Regulation S-X Article 11 as discussed below. Since the recovery in rates of depreciation on the Business continued to be reflected in revenues until the closing of the Arkansas/Oklahoma Disposition and is expected to be reflected in the carryover basis of the rate-regulated assets sold, CERC continued to record depreciation on those assets through the closing of the Arkansas/Oklahoma Disposition.

CenterPoint Energy completed a restructuring on June 30, 2022 of certain of its subsidiaries (“Restructuring”) whereby Indiana Gas Company, Inc. (“CEI North”) and Vectren Energy Delivery of Ohio, Inc., which converted into a limited liability company on June 13, 2022 (“CEOH”), and which both subsidiaries it acquired in its acquisition of Vectren Corporation (“Vectren”) on February 1, 2019, became wholly owned subsidiaries of CERC Corp. rather than of Vectren Utility Holdings, Inc. (“VUHI”), an indirect, wholly owned subsidiary of CenterPoint Energy. Each of Vectren and VUHI converted into limited liability companies on June 30, 2022. The Restructuring was a non-cash common control acquisition by CERC and was authorized by the Indiana Utility Regulatory Commission in December 2021 and by the Public Utilities Commission of Ohio in January 2022.

The Restructuring better aligned CenterPoint Energy’s corporate and financing structure with its financial reporting and management structure. The Restructuring simplified CenterPoint Energy’s organizational structure by grouping CEI North’s and CEOH’s gas operations with the vast majority of CenterPoint Energy’s gas operations, resulting in a more efficient and cost-effective financing structure. In addition, the Restructuring provided increased scale and diversity for CERC, CEI North and CEOH, improving their credit profile.

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As a part of the Restructuring, on May 27, 2022, CERC Corp. and VUHI completed an exchange with holders of VUHI’s private senior guaranteed notes (“VUHI PPNs”) whereby CERC Corp. issued new senior notes with an aggregate principal amount of $302 million to such holders in exchange for all of their outstanding VUHI PPNs with an aggregate principal amount of $302 million. The new CERC Corp. senior notes have the same principal amount, interest rate, and payment and maturity dates as the VUHI PPNs for which they were exchanged. As a result of the exchange, CERC received an affiliated note receivable, which was repaid by VUHI on June 30, 2022. This repayment is reflected as a transaction adjustment in the pro forma financial statements.

Additionally, following the Restructuring CERC Corp. and VUHI intend to approach holders of VUHI’s 6.10% senior guaranteed notes due December 1, 2035 (“VUHI Public Notes”) with an offer to exchange the aggregate outstanding principal amount of $75 million as of March 31, 2022 of VUHI Public Notes for CERC Corp. senior notes (“Public Exchange”). This transaction is anticipated to occur in the second half of 2022 or the first half of 2023. In connection with the potential Public Exchange, CERC is expected to receive an affiliated note receivable from VUHI, which would be repaid by VUHI with cash. The outcome of the Public Exchange is not guaranteed, but for purposes of these pro forma financial statements is assumed to be successful and has been reflected as a proposed financing adjustment within these pro forma financial statements. Separately, if the Public Exchange is successful, CERC Corp. may seek to establish an affiliated note receivable associated with the portion of VUHI Public Notes supporting Southern Indiana Gas Electric Company (“CEI South”) to replace VUHI’s note receivable with CEI South as of March 31, 2022 for such amount (or to otherwise have CEI South’s affiliated note payable to CERC Corp. instead of VUHI); however, no such adjustment is reflected in these pro forma financial statements for this potential transaction with CEI South.

In connection with CEI North and CEOH becoming subsidiaries of CERC Corp. in the Restructuring, CERC Corp. lent to CEI North and CEOH amounts equal to the outstanding affiliated long-term notes CEI North and CEOH owed to VUHI, with the only change compared to their VUHI affiliated long-term notes payable being updates to the cost of debt to reflect any exchange fees, debt issuance costs and other direct financing related expenses as authorized by regulators. CEI North and CEOH used the proceeds of such loans to repay the outstanding affiliated long-term notes they owed to VUHI. Additionally, the pro forma financial statements reflect CERC Corp.’s June 2022 issuance of $500 million aggregate principal amount of senior notes, net of issuance costs of $5 million, with an interest rate of 4.40% and term of 10 years (“Public Offering”), and $204 million principal amount of commercial paper bearing an assumed interest rate of 2.02%. The assumed interest rate on the commercial paper rate represents CERC’s commercial paper rate effective as of June 29, 2022. A 1/8th of a percentage point change to the commercial paper rate would have an impact on annual interest expense of less than $1 million. Third party transaction costs incurred by CERC will be deferred in long-term debt, net in accordance with U.S. generally accepted accounting principles. Exchange fees were less than $1 million.

The following unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of CERC and the historical combined financial statements of CEI North and CEOH and are presented based on information currently available. They are intended for informational purposes only and are not intended to represent CERC’s financial position or results of operations had the transaction and related events occurred on the dates indicated, or to project CERC’s financial performance for any future period. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read with the pro forma financial statements.

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The Restructuring is reflected in these unaudited pro forma condensed combined financial statements using the guidance applicable for common control transactions in Accounting Standards Codification Topic 805-50, Business Combinations. Accordingly, when an entity (e.g. VUHI) transfers assets or liabilities constituting a business (e.g. CEI North and CEOH) to an entity with which it is under common control, the receiving entity recognizes the assets and liabilities at the carrying amounts of the ultimate parent (e.g. CenterPoint Energy) in the receiving entity’s financial statements on the transfer date. Historical periods are recast to reflect the transaction as if it occurred at either the earliest period presented or the date of initial common control, in this case February 1, 2019. The historical audited and unaudited combined financial statements of CEI North and CEOH for the three months ended March 31, 2022 and the years ended December 31, 2021, 2020 and 2019 respectively, include the financial position and results of operations of CEI North and CEOH beginning on February 1, 2019 and are prepared on a historical basis without any push-down accounting adjustments resulting from CenterPoint Energy’s acquisition of these entities through its acquisition of Vectren Corporation on February 1, 2019. The necessary acquisition related adjustments not included in the historical results of CEI North and CEOH have been reflected as transaction accounting adjustments in these combined pro forma financial statements.

The unaudited pro forma condensed combined financial statements have been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the U.S. Securities and Exchange Commission (the “SEC”) on May 21, 2020, and should be read in conjunction with the following: (i) the accompanying notes to the unaudited pro forma condensed combined financial statements; (ii) the audited combined financial statements and accompanying notes for CEI North and CEOH for the fiscal year ended December 31, 2021 incorporated by reference as Exhibit 99.1 to CERC’s Current Report on Form 8-K filed with the SEC on July 5, 2022; (iii) the unaudited combined financial statements and accompanying notes for CEI North and CEOH for the three months ended March 31, 2022 incorporate by reference as Exhibit 99.2 to CERC’s Current Report on Form 8-K filed with the SEC on July 5, 2022; (iv) the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in CERC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on February 22, 2022; and (v) the unaudited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in CERC’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed with the SEC on May 3, 2022.

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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

March 31, 2022

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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

March 31, 2022 (continued)

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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Three Months Ended March 31, 2022

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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Year Ended December 31, 2021

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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Year Ended December 31, 2020

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CENTERPOINT ENERGY RESOURCES CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Year Ended December 31, 2019

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CENTERPOINT ENERGY RESOURCES CORP.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(1) Basis of presentation

The following unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of CERC and the historical combined financial statements of CEI North and CEOH as adjusted to give effect to the Arkansas/Oklahoma Disposition, the Restructuring and other transactions described herein (together, the transactions). The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2022 and the years ended December 31, 2021, 2020 and 2019 give effect to the Restructuring and other transactions (except the Arkansas/Oklahoma Disposition, which is assumed to have occurred January 1, 2021), as if they were completed on February 1, 2019. The unaudited pro forma condensed combined balance sheet as of March 31, 2022 gives effect to the Restructuring and other transactions (except the Arkansas/Oklahoma Disposition which was completed January 10, 2022) as if they were completed on March 31, 2022. The pro forma condensed combined balance sheet as of March 31, 2022 has not been adjusted for the Arkansas/Oklahoma Disposition as it is reflected in the historical condensed consolidated balance sheet as of March 31, 2022 disclosed in CERC’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022. The transaction accounting adjustments consist of those necessary to account for the transactions.

These historical financial statements have been adjusted to give the pro forma effect of transaction accounting adjustments that are necessary to account for the following:

These historical financial statements have also been adjusted to give the pro forma effect of proposed financing adjustments that are necessary to reflect the anticipated Public Exchange.

(2) Transaction accounting adjustments related to the Arkansas/Oklahoma Disposition

The transaction accounting adjustments for the Arkansas/Oklahoma Disposition are based upon available information and certain assumptions that management believes are reasonable.

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(3) Transaction accounting adjustments related to the Restructuring

The transaction accounting adjustments to reflect the Restructuring are based upon available information and certain assumptions that management believes are reasonable.

(4) Transaction accounting adjustments related to the senior note exchange in connection with the Restructuring and the Public Offering

The transaction accounting adjustments to reflect the debt transactions associated with the Restructuring discussed above are as follows:

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(5) Proposed financing adjustments that are necessary to reflect the anticipated Public Exchange

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