8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2013

CENTERPOINT ENERGY, INC.

(Exact name of registrant as specified in its charter)

Texas	1-31447	74-0694415
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1111 Louisiana Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 207-1111

CENTERPOINT ENERGY RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-13265	76-0511406
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1111 Louisiana Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 207-1111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On March 14, 2013, CenterPoint Energy, Inc. (“CenterPoint”) issued a press release announcing that it had entered into an agreement to form a master limited partnership that will include CenterPoint’s interstate pipelines and field services businesses and the midstream business of Enogex LLC, owned jointly by subsidiaries of OGE Energy Corp. and ArcLight Capital Partners, LLC. For additional information, please refer to CenterPoint’s press release attached as Exhibit 99.1 to this report and incorporated by reference herein.

A copy of the slide presentation that CenterPoint will present to various members of the financial and investment community in connection with its announcement is attached to this report as Exhibit 99.2. CenterPoint will hold a conference call on March 15, 2013 at 10:30 a.m. Central time/11:30 Eastern. The telephone number is (800) 653-1761, domestic, or (706) 645-9680, outside the U.S. The conference ID number is 19799901 and the leader is Carla Kneipp.

A replay of the call can be accessed approximately two hours after completion of the call and will be available through Friday, March 22, 2013, at 6 p.m. Central time. To access, dial (855) 859-2056, domestic, or (404) 537-3406, outside the U.S. The conference ID number 19799901.

CenterPoint will also provide a live, audio webcast of the conference call, which can be accessed at CenterPointEnergy.com. Click on the Investors tab and the link, “Joint Announcement.” The webcast will be archived on CenterPoint’s website for at least one year.

The press release and slide presentation are being furnished, not filed, pursuant to Regulation FD. Accordingly, the press release and slide presentation will not be incorporated by reference into any registration statement filed by CenterPoint Energy, Inc. or CenterPoint Energy Resources Corp. (“CERC”) under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the press release and slide presentation is not intended to, and does not, constitute a determination or admission by CenterPoint or CERC that the information in the press release or slide presentation is material or complete, or that investors should consider this information before making an investment decision with respect to any security of CenterPoint, CERC or any of their affiliates.

CenterPoint does not undertake to update the information posted on its website; however, it may post additional information included in future press releases and Forms 8-K, as well as posting its periodic reports under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

The exhibits listed below are furnished pursuant to Item 7.01 of this Form 8-K.

(d) Exhibits.

99.1	Press release dated March 14, 2013
99.2	CenterPoint Energy, Inc. slide presentation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CENTERPOINT ENERGY, INC.
Date: March 15, 2013	By:	/s/ Christopher J. Arntzen
		Christopher J. Arntzen
		Vice President, Deputy General Counsel and Assistant Corporate Secretary

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CENTERPOINT ENERGY RESOURCES CORP.
Date: March 15, 2013	By:	/s/ Christopher J. Arntzen
		Christopher J. Arntzen
		Vice President, Deputy General Counsel and Assistant Secretary

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99.1	Press Release issued March 14, 2013
99.2	CenterPoint Energy, Inc. slide presentation

EX-99.1

Exhibit 99.1

For more information contact	For more information contact	For more information contact
Media:	Media:	Media:
Leticia Lowe	Brian Alford	info@arclightcapital.com
Phone 713.207.7702	Phone 405.553.3187	Phone 617.531.6300
Investors:	Investors:	Investors:
Carla Kneipp	Todd Tidwell	Heidi Milne
Phone 713.207.6500	Phone 405.553.3966	Phone 617.531.6300

For Immediate Release Page 1 of 4

CenterPoint Energy, OGE Energy Corp. and ArcLight Capital to

Combine Assets to Form Leading Midstream Partnership

• Partnership will be a significant midstream company in U.S. with combined assets of nearly $11 billion

• Will benefit from exposure to gathering and processing activities in high-growth basins and stability of substantial interstate and intrastate pipeline business

• Plan to pursue Initial Public Offering of Partnership

• Companies to host joint conference call on Friday, March 15 at 10:30 a.m. Central/ 11:30 a.m. Eastern

HOUSTON, OKLAHOMA CITY and BOSTON, March 14, 2013 — CenterPoint Energy, Inc. (NYSE: CNP), OGE Energy Corp. (NYSE: OGE) and ArcLight Capital Partners, LLC (ArcLight) announced today that they have entered into an agreement to form a master limited partnership that will include CenterPoint Energy’s interstate pipelines and field services businesses and the midstream business of Enogex LLC, owned jointly by subsidiaries of OGE and Arclight. The partnership will be managed by a general partner whose governance will be shared by CenterPoint Energy and OGE on a 50/50 basis.

Creation of a New Leading Midstream Company

The new partnership will own and operate 8,400 miles of interstate pipelines with nearly 9 billion cubic feet of transport capacity and nearly 2,300 miles of intrastate pipelines. It will also have more than 11,000 miles of gathering lines, which in 2012 moved nearly 4 billion cubic feet of natural gas per day. Additionally, it will have more than 90 billion cubic feet of natural gas storage capacity and 11 major processing plants with nearly 2 billion cubic feet per day of inlet capacity.

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Page 2 of 4

The partnership will benefit from:

• Enhanced scale

• Geographic diversification, with operations in major natural gas and liquids-rich producing areas of Oklahoma, Texas, Arkansas and Louisiana

• Significant asset positions in a broad range of basins, including the Granite Wash, Tonkawa, Mississippi Lime, Cana Woodford, Haynesville, Fayetteville, Barnett and Woodford plays

• Enhanced supply and market access

• Meaningful operating and commercial synergies

• Stable and predictable cash flows from a balanced and diversified portfolio of assets

• Independent access to capital

“We are very excited about creating a substantial, growth-oriented midstream company,” said David M. McClanahan, president and chief executive officer of CenterPoint Energy. “This new company will be a significant participant in the rapidly growing midstream market. With enhanced scale, broader geographic reach and expanded capabilities, the partnership will be able to compete in ways that neither we nor Enogex could do as separate companies.”

“The stronger financial and operational capabilities of the new partnership should allow us to realize the full potential of these assets,” said Pete Delaney, Chairman and CEO of OGE Energy. “We believe all of our shareowners will benefit from the creation of this partnership as a stronger competitor that we expect to be valued on a public MLP basis.”

“The partnership provides a very attractive investment opportunity supporting the strong growth of the US natural gas and liquids infrastructure build out,” said Robb Turner, senior partner of ArcLight. “The combination of growth opportunities, long-term customer relationships and stable assets across many of the premier on-shore US basins complement each other well and provide a compelling investment thesis.”

The partnership’s leadership team will be announced after regulatory approvals are received. Prior to closing both companies will continue to operate independently, and teams of personnel from both companies will develop an integration plan that can be implemented once the transaction has closed.

Transaction Terms and Other Details

The companies expect to close the formation of the partnership in the second or third quarter of 2013, following receipt of customary regulatory approvals and certain third-party consents. Under the terms of the agreement, the new partnership will seek to arrange a new $1.4 billion credit facility as well as a $1.05 billion term loan. The transaction has been approved by the board of directors of CenterPoint Energy and OGE Energy, as well as ArcLight.

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Page 3 of 4

Subject to certain adjustments at closing, CenterPoint Energy, OGE Energy and ArcLight will have 59 percent, 28 percent and 13 percent limited partner interest in the partnership, respectively. CenterPoint Energy and OGE Energy will hold 40 percent and 60 percent interests, respectively, in the incentive distribution rights of the general partner.

Pursuant to a registration rights agreement to be signed upon the closing of the transaction, OGE and CenterPoint Energy will agree to initiate the process for the sale of equity interests in the partnership in an initial public offering (IPO). In consultation with ArcLight, OGE, CenterPoint Energy and the partnership will determine the financial and other terms of any such IPO. The execution of any IPO is subject to market conditions and the parties can give no assurance that such an IPO will in fact take place.

CenterPoint Energy was advised by Citigroup Global Markets Inc. and Baker Botts L.L.P. OGE was advised by UBS Investment Bank and Jones Day. ArcLight was advised by Wells Fargo Securities, LLC and McDermott Will & Emery LLP.

Joint Conference Call and Webcast Detail

CenterPoint Energy and OGE Energy will hold a conference call tomorrow, March 15 at 10:30 a.m. Central time/11:30 Eastern. The telephone number is (800) 653-1761, domestic, or (706) 645-9680, outside the U.S. The conference ID number is 19799901 and the leader is Carla Kneipp.

A replay of the call can be accessed approximately two hours after completion of the call and will be available through Friday, March 22, 2013, at 6 p.m. Central time. To access, dial (855) 859-2056, domestic, or (404) 537-3406, outside the U.S. The conference ID number 19799901.

CenterPoint Energy and OGE Energy will also provide a live, audio webcast of the conference call, which can be accessed at CenterPointEnergy.com or OGE.com. Click on the Investors tab and the link, “Joint Announcement.” The webcast will be archived on each company’s website for at least one year.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution, competitive natural gas sales and services, interstate pipelines, and field services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. Assets total more than $22 billion. With more than 8,700 employees, CenterPoint and its predecessor companies have been in business for more than 135 years. For more information, visit the website at www.CenterPointEnergy.com.

CenterPoint Energy Gas Transmission Company, LLC (CEGT) is an interstate pipeline that provides natural gas transportation, storage and pipeline services to customers principally in Arkansas, Louisiana, Oklahoma and Texas and includes the 1.9 Bcf per day pipeline from Carthage, Texas to Perryville, Louisiana, which CEGT operates as a separate line with a fixed fuel rate. CenterPoint Energy—Mississippi River Transmission, LLC (MRT) is an interstate

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Page 4 of 4

pipeline that provides natural gas transportation, storage and pipeline services to customers principally in Arkansas, Illinois and Missouri. In addition, CenterPoint Energy owns a 50 percent interest in Southeast Supply Header Pipeline, LLC, which owns a 1.0 Bcf per day, 274-mile interstate pipeline that runs from the Perryville Hub in Louisiana to Coden, Alabama.

CenterPoint Energy’s field services business operates gas gathering, treating and processing facilities. As of December 31 2012, CenterPoint Energy’s field services business gathered an average of approximately 2.5 Bcf per day of natural gas and had the capacity available to treat up to 2.5 Bcf per day and process 625 MMcf per day of natural gas.

OGE is the parent company of Oklahoma Gas and Electric Company, a regulated electric utility serving more than 798,000 customers in a service territory spanning 30,000 square miles in Oklahoma and western Arkansas, and of OGE Enogex Holdings LLC, a natural gas pipeline business with principal operations in Oklahoma. Their website address is www.OGE.com.

Enogex owns and operates nearly 2,300 miles of intrastate natural gas transportation pipelines in Oklahoma with 2.08 TBtu/d of average daily throughput in 2012. Enogex also owns and operates two underground natural gas storage facilities in Oklahoma operating at a combined working gas level of 24 billion cubic feet. Enogex delivers natural gas to most interstate and intrastate pipelines and end-users connected to its systems from the Arkoma and Anadarko basins (including recent growth activity in the Granite Wash play, Cana/Woodford Shale play and the Colony Wash play in western Oklahoma and the Granite Wash play in the Wheeler County, Texas area, which is located in the Texas Panhandle).

ArcLight Capital Partners, LLC is an energy-focused private equity investment firm, having invested over $10 billion since its inception over a decade ago. Since its establishment in 2001, the firm has raised five funds with cumulative capital commitments totaling $10.1 billion. ArcLight has successfully sourced, managed and realized investments through multiple energy industry cycles. The firm’s investment team has extensive energy expertise, investing experience, industry relationships and specialized asset level value creation capabilities. ArcLight is headquartered in Boston, Mass., with offices in New York and Luxembourg. More information about ArcLight can be found at http://www.arclightcapital.com or by contacting ArcLight at info@arclightcapital.com.

This news release includes forward-looking statements. Actual events and results may differ materially from those projected. The statements in this news release regarding the anticipated closing of the partnership formation, including the anticipated benefits and a possible initial public offering of the partnership, and other statements that are not historical facts are forward-looking statements. Each forward looking statement contained in this release speaks only as of the date of this release. Factors that could affect actual results include the satisfaction or waiver of the conditions to closing the transaction, the receipt of applicable regulatory approvals and the termination rights of the parties under the master formation agreement for the transaction, and other factors discussed in CenterPoint Energy’s and its subsidiaries’ and OGE Energy Corp.’s. Form 10-Ks for the fiscal year ended December 31, 2012, and other filings with the SEC.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any such offering may be made only by means of a prospectus.

###

EX-99.2

Investing Today for Tomorrow’s Energy Infrastructure

Investor Introduction and Overview

March 2013

NYSE: CNP

investors.centerpointenergy.com

NYSE: OGE

oge.com/investor-relations

Exhibit 99.2

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Forward Looking Statement

This document does not constitute an offer to sell or a solicitation of an offer to buy any securities described

herein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any

such jurisdiction. Any such offering may be made only by means of a prospectus.

This document includes forward-looking statements. Actual events and results may differ materially from

those projected. The statements in this document regarding the anticipated closing of the partnership

formation, including the anticipated benefits and a possible initial public offering of the partnership, and

other statements that are not historical facts are forward-looking statements. Each forward looking

statement contained in this document speaks only as of the date of this document. Factors that could affect

actual results include the satisfaction or waiver of the conditions to closing the transaction, the receipt of

applicable regulatory approvals and the termination rights of the parties under the master formation

agreement

for

the

transaction,

and

other

factors

discussed

in

CenterPoint

Energy’s

and

its

subsidiaries’

and

OGE Energy Corp.’s Form 10-Ks for the fiscal year ended December 31, 2012, and other filings with the

SEC.

Pursuant to a registration rights agreement to be entered into upon the closing of the transaction, OGE and

CenterPoint Energy will agree to initiate the process for the sale of an equity interest in the Midstream

Partnership

in

an

initial

public

offering

(IPO)

after

formation.

The

parties

can

give

no

assurances

that

the

IPO will be consummated. Prior to consummating the IPO, OGE, CenterPoint Energy and the partnership

will determine the financial and other terms of the offering in conjunction with ArcLight. In addition,

consummation of the IPO is subject to market conditions.

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CenterPoint Energy (“CNP”), OGE Energy Corp. (“OGE”) and ArcLight Capital (“ArcLight”) are forming

a midstream partnership composed of CNP’s Field Services and Interstate Pipelines and OGE’s and

ArcLight’s Enogex Midstream business

–

An existing  subsidiary of CenterPoint Energy Resources Corp. will become the Midstream partnership

–

100% of CNP Field Services and Interstate Pipelines and 100% of OGE’s and ArcLight’s Enogex  will be contributed

Transaction Overview

Transaction

Summary

Partnership

Structure

Private master limited partnership upon formation

Control and governance of the General Partner will be equally managed by CNP and OGE

Sponsors intend to pursue an IPO of the partnership, creating a publicly traded MLP

Timing  &

Approvals

Normal regulatory approvals expected

Anticipate transaction closure in second or third quarter 2013

Sponsor

Ownership

Accounting

Treatment

Limited partner ownership expected to be 59% CNP, 28% OGE and 13% ArcLight

Incentive distribution rights of the general partner: CNP 40%, OGE 60%

CNP and OGE expect to account for their investment in the partnership using the equity method of

accounting

Gain associated with the step-up of asset value, if any, will be determined at the time of formation

Financing

&                     

Credit

Target leverage of 2.5x LTM EBITDA

Expected to be self-financing with adequate liquidity provided by $1.4 billion revolving credit facility

$1.05 billion three-year bank term loan expected to be used to repay debt owed to CNP subsidiary

Anticipate receiving investment grade credit ratings

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Midstream Partnership

Formation

50%

Governance

40% IDR Interest

60% IDR Interest

CNP Assets:

Pipelines and Field Services

Enogex Assets

59%

LP

Interest

28%

LP

Interest

13%

LP

Interest

50%

Governance

(NYSE:OGE)

(NYSE:CNP)

Midstream

Partnership

General

Partner

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CenterPoint Energy Resources Corp. (CERC)

A Subsidiary of CenterPoint Energy

Strong Credit Metrics and Liquidity

(1)

The Midstream Partnership Term Loan will have a limited guarantee of collection from CenterPoint Energy Resources Corp.

(2)

General Partner

DEBT

Three-Year Bank Term Loan

$1,050

(1)

Notes to CERC Sub

363

Enogex Sr Notes

450

(3)

Enogex Term Loan

250

(3)

Total

$2,113

LIQUIDITY

Five-Year Revolver

$1,400

(2)

Total

$1,400

Liquidity is expected to be provided by a $1.4 billion Five-Year Senior Unsecured Revolving Credit Facility which is anticipated to be syndicated prior to transaction

close.  Approximately $144 million is expected to be drawn under such facility at transaction close assuming the close occurs on June 1, 2013.  Enogex’s existing

revolver will be terminated commensurate with the closing of the $1.4 billion facility.

(3)

The Enogex Senior Notes and Enogex Term Loan will be guaranteed by the Midstream Partnership.

Midstream Partnership

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Benefits of the Partnership

Enhanced scale, with more than $10.7 billion of combined assets

Geographic diversification, with operations in major natural gas

and liquids-

rich producing areas of Oklahoma, Texas, Arkansas and Louisiana

Significant asset positions in a broad range of basins, including the Granite

Wash, Tonkawa, Mississippi Lime, Cana Woodford, Haynesville, Fayetteville,

Barnett and Woodford plays

Enhanced supply and market access

Meaningful operating and commercial synergies

Stable and predictable cash flows from a balanced and diversified portfolio of

assets

Independent access to capital

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Midstream Partnership

Increased Scale, Scope and Supply Diversity

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Diversified Asset Base

Source:  SEC Form 10-K as of December 31, 2012 and other Company materials.

Area

CNP Midstream

Enogex

New Midstream Partnership

8,400 miles Interstate pipelines

Nearly 2,300 miles Intrastate pipelines

8,400 miles Interstate pipelines

Nearly 9 TBtu/d throughput capacity

Nearly 2,300 miles Intrastate pipelines

3.7 TBtu/d throughput volume

2.1 TBtu/d throughput volume

Nearly 9 TBtu/d throughput capacity

Perryville Hub™

5.8 TBtu/d throughput volume

Perryville Hub™

4,600 miles of gathering

6,640 miles of gathering

11,240 miles of gathering

2.5 Bcf/d gathered

1.4 Bcf/d gathered

3.9 Bcf/d gathered

2 major plants

9 major plants

11 major plants

0.6 Bcf/d inlet capacity

1.3 Bcf/d inlet capacity

1.9 Bcf/d inlet capacity

Rich Gas Header System

Rich Gas Header System

6 storage facilities

2 storage facilities

8 storage facilities

67 Bcf of storage

24 Bcf storage

91 Bcf/d storage

Barnett

Haynesville

Granite Wash

Cana Woodford

Fayetteville

Cana Woodford

Fayetteville

Woodford

Mississippi Lime

Granite Wash

Barnett

Tonkawa

Haynesville

Cana Woodford

Mississippi Lime

Tonkawa

Woodford

2012 EBITDA

$566 Million

$292 Million

$858 Million

Total Assets

$6.5 Billion

$4.2 Billion

$10.7 Billion

Net PPE

$4.7 Billion

$2.3 Billion

$7 Billion

Storage

Key Gathering

Basins

Pipelines

Gathering

Processing

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Balanced Mix of Dry Gas and Liquids-Rich Plays

Significant Producer Activity Across Key Conventional and Shale Basins

Unconventionl Plays

Wet Gas

Predominantly Dry gas

Heat Map Index

0 –

25 Rigs

26 –

50 Rigs

51 –

75 Rigs

76+ Rigs

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Expanded High Quality Producer Customer Base

Minimal Customer Overlap

Average Throughput, MMBtu/d

Table reflects each Company’s top ten producer throughput as of December 31, 2012

CenterPoint Energy Field Services

Enogex

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APPENDIX:  Background Information

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CenterPoint Energy Background Information

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CenterPoint Energy, Inc  (NYSE: CNP)

Domestic Energy Delivery with 147 Year Operating History

Strategically located assets and attractive service territories that provide operating scale and

diversification of risk

Regulated and fee-based operations provide over 90 percent of operating income with stable

earnings and cash flow

Opportunity to leverage

market position as a leading

provider of gas

infrastructure services,

particularly in shale plays

Organic growth opportunities

across all businesses

Committed to a secure,

competitive dividend with growth

Houston, TX headquartered

Regional offices in AR, LA, MS, MN, OK, TX

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Southeast Supply Header

CenterPoint Energy Interstate Pipelines

2012A

2013E

2014E

2015E

2016E

2017E

$132

$201

$212

$128

$136

$126

–

Long-term agreements with affiliated LDCs extended into 2021

–

Nearly 40% of contracted demand serves LDCs and industrial load in and around system

–

Continued focus on shifting short-term contracts to longer-term arrangements

–

Initiated FERC rate proceeding for MRT (first since 2001)

–

Initiated settlement process with CEGT customers

Developing on-system customer growth, pipeline extensions and greenfield projects

–

Perryville

Hub™

Trading

Point

provides

ready

access

to

Gulf

Coast

–

Diverse supply basins

–

Continue to pursue extension opportunities especially power generation load and producer laterals

–

Pursue SESH expansion opportunities as well as expansion opportunities on core system

Capital

expenditures

–

Maintenance capital expected to average $60 to $80 million annually

–

New environmental regulations (e.g. RICE MACT) will increase

environmental capital expenditures

–

Expanded integrity management programs likely from pending pipeline

safety regulation

(in millions, source 2012 Form 10-K)

Three pipeline segments across nine states- CEGT with Line CP, MRT, SESH

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CenterPoint Energy Field Services

(1)

Includes capital expenditures and acquisitions

2012A

(1)

2013E

2014E

2015E

2016E

2017E

$414

$271

$114

$88

$70

$71

Secure core business through superior customer service and product offerings

–

Attractive margins despite highly competitive business dynamics

–

Relatively low risk business model utilizing volume commitments and guaranteed return contract terms

–

Strategic footprint in both traditional and shale basins with operational flexibility for both dry and wet processing

Significant

increase

in

throughput

driven

primarily

by

shale

gas

infrastructure

investments

–

Average throughput of 2.5 Bcf per day in 2012 and anticipate similar levels in 2013

–

Attractive long-term contracts position business for solid long-term growth

Haynesville –

2 Bcf per day gathering and treating capacity

Fayetteville –

800 MMcf per day gathering capacity

Woodford –

500 MMcf per day gathering, 400 MMcf per day treating  capacity

Amoruso –

200 MMcf per day gathering

Waskom

–

0.3 Bcf processing, over 200 MMcf per day gathering and 14,500 barrels per day fractionation plant

Actively pursuing other opportunities in liquids-rich shale plays

–

Bakken Open Season initiated February 19, 2013

Capital expenditures (in millions, source 2012 Form 10-K)

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OGE Background Information

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OGE Energy Corp. (NYSE: OGE)

Domestic Energy Delivery with 111 Year Operating History

Key financial objectives:

–

5% to 7% long-term earnings growth

rate

–

Stable and growing dividend

–

Strong credit metrics

–

Reduce earnings volatility by growing

fee-based business

Headquartered in Oklahoma City

Vertically integrated electric utility (OG&E) and natural gas midstream

business (Enogex)

Over 90% of earnings derived from utility or fee-based midstream business

Strategically located assets in a stable and growing service territory, prolific

natural gas basins and wind corridor

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Enogex, LLC

Expanding midcontinent footprint primarily in the

gathering and processing businesses

–

Over 2.5 million acres of long-term acreage dedications in

Western Oklahoma, the Texas Panhandle and the

Southeast Cana regions

–

Since 2011, over $1 billion of capital invested in gathering,

compression, processing facilities and acquisitions

–

Super processing header system allows for optimization

and high system reliability

Transportation and storage are stable fee-based

businesses with high quality utility customers

–

Delivers natural gas to 15 gas-fired power plants in

Oklahoma including OG&E and AEP’s Public Service

Company of Oklahoma

–

Interconnections with 13 long-haul interstate pipelines

allows customers to access multiple markets in the U.S.

–

24 Bcf of working storage is primarily fee-based on a long-

term and short-term basis

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Detailed Asset Overview

CenterPoint Energy Midstream

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CenterPoint Energy Midstream Asset Overview

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Diverse supply sources from Haynesville, Fayetteville, Woodford and Barnett shale plays

Access

to

Gulf

Coast

via

Perryville

Hub™

/

SESH

Diverse customer base with strong credit profile

Note: The above data does not reflect shippers on CEGT’s Line CP

CenterPoint Energy Gas Transmission (CEGT)

CEGT Top Customers (% Revenues)

CNP Gas Operations

Laclede Group

Southwestern Electric Power

Oneok Energy Services

ANR pipeline

Other

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Sub-segment of CEGT with its own fixed fuel treatment running from Carthage, TX to Perryville, LA

Provides market access for supply from the Barnett and Haynesville Shales

Access

to

Gulf

Coast

and

other

off-system

markets

via

Perryville

Hub™

/

SESH

provides

key

differentiator

in

oversupplied

corridor

Note: The above data only reflects shippers on Line CP and does not reflect

shippers on the rest of CEGT as a whole

CNP’s Line CP

Line CP Top Customers (% Revenues)

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SONAT PV Core

CGT PV Core

SESH FM-65 Core

TENN 800 Core

SESH / SONAT Header

GSPL Header

MEP Header

CGT CP

ANR CP

TGC CP

TGT CP

TGT PV core

TENN 100 Core

TGC Core

ANR PV Core

TETCO W

Monroe Core

GSPL W Monroe Core

MRT PV Core

Storage Header (4Q 2013)

Delhi

Alto

LGS Sterlington

Core

Midla Core

CEGT

Core

Line CP

Perryville Hub Header

Bi-directional Meters

Delivery Meters (Receipts

by Displacement)

Delivery Meter

Receipt Meter (Deliveries

by Displacement)

Diverse supply sources

ANR: 

ANR Pipeline

CGT: 

Columbia Gulf Transmission

GSPL:   Gulf South Pipeline

CNP’s Perryville Hub®

(PVH)

Access to multiple end user markets

Highly liquid delivery/receipt point

–

Substantial

Volume

Accessibility

–

Over

30

Bcf/d

of

receipt & delivery capacity

–

Supply

&

Market

Optionality

–

more

than

20

separate

interconnects with 7 bi-directional

–

Established Perryville Hub™

Trading Point

MEP: 

Midcontinent Express

TGT: 

Texas Gas Transmission

TGC: 

Trunkline Gas Company

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Barnett, Fayetteville, Woodford, Haynesville,  Cana-Woodford,

Mississippi Lime, and Granite Wash shale plays

Traditional Arkoma, Ark-La-Tex, and Anadarko Basins

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Barnett

Shale

Woodford

Shale

Fayetteville

Shale

Haynesville

Shale

Access to key supply source shale plays

Significant demand from large LDC customer

Access

to

Gulf

Coast

via

Perryville

Hub™

/

SESH

CNP’s Mississippi River Transmission (MRT)

MRT Top Customers (% of Revenues)

Laclede Group

CEGT

Ameren IIIinois

CenterPoint Energy Services

US Steel

Other

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CNP’s Southeast Supply Header (SESH)

50/50 joint venture between

CenterPoint and Spectra

Energy

–

CenterPoint provides field

operations

–

Spectra provides commercial

operations

–

SONAT undivided interest in first

115 miles (500 MM/d capacity

entitlement)

Pipeline capacity of 1.5 Bcf/d

Gwinville (Sonat) and 1.0

Bcf/d to Florida

11 interconnections with

existing natural gas pipelines

Access to 3 high deliverability

storage facilities, with another

2 facilities expected

Pipeline Summary

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–

Anadarko basin

–

Arkoma basin (includes Woodford

and Fayetteville shales)

–

Ark-La-Tex basin (includes

Haynesville shale)

CenterPoint Energy Field Services (CEFS)

Statistics reflect July 2012

Anadarko Basin

Arkoma Basin

Ark-La-Tex Basin

Basin Revenues (%)

Assets in three major gas traditional and shale basins

ARK-LA-TEX

ARKOMA

ANADARKO

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Detailed Asset Overview

Enogex LLC

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Enogex Asset Overview

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Large acreage dedications

Western Oklahoma, the Texas Panhandle and Mississippi Lime

Greater Granite Wash

(Tonk/Clev/Marm/GW)

(rich)

Apache          PVR

Chesapeake     Questar

Devon        Cimarex

NW Cana

(less rich)

Devon     Cimarex

Continental     Questar

SE Cana

(rich)

Continental     Newfield

Marathon     EagleRock

Chevron     Chesapeake

Mississippi Lime

(oil / rich gas)

Devon     Slawson

Various Others

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Enogex Rich Gas Header System

Source: Enogex management presentation (November 2012)

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Enogex Processing Plants

Source: Enogex management presentation (November 2012)

Nameplate

Processing

Year

Capacity

Plant

Installed

Type of Plant

(MMcf/d)

Calumet

1969

Lean Oil

250

Thomas

1981

Cryogenic

135

Wetumka

1983

Cryogenic

60

Cox City

1994

Cryogenic

60

Canute

1996

Cryogenic

60

Roger Mills

2008

Refrigeration

100

Clinton

2009

Cryogenic

120

Cox City Train 4

2011

Cryogenic

120

South Canadian

2011

Cryogenic

200

Wheeler

2012

Cryogenic

200

McClure*

2013

Cryogenic

200

Total Pro Forma Capacity

1,505

*Presently under construction.

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Enogex Expanding Position in the Mid-Continent

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Enogex Transportation

Strategically located transportation assets

–

~2,250 miles intrastate transportation pipelines

Average throughput of ~2.1 TBtu/d

–

OG&E and PSO are two largest customers

–

Deliver natural gas to 15 electric generation

facilities in Oklahoma

Two natural gas storage facilities

–

Approximately 24 Bcf of aggregate working gas

capacity

Well positioned with multiple outlet

alternatives

–

Connected to 13 major third-party pipelines at 64

pipeline interconnect points

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Enogex Storage Overview

The two natural gas storage facilities on the east side of the Enogex

system provide approximately 24 Bcf of working gas capacity to

customers.

The Wetumka storage field

–

Services the majority of the power plant load on the system. 

–

In operation since 1973 

–

Total working storage capacity is 18 Bcf 

–

Consists of 34 active injection/withdrawal wells, which equates to a maximum

deliverability and injection capacity of 450 MMcf/d

The Stuart storage field

–

In operation since 1994 

–

Total working storage capacity is 6 Bcf

–

Contains 11 active storage wells for injection and withdrawal.  Maximum

deliverability and injection capacity is 200 MMcf/d.

Both fields have historically been fully contracted.

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CenterPoint Energy, Inc (CNP) and OGE Energy Corp (OGE) have included the non-GAAP financial measure EBITDA

based on information in their respective 2012 Form 10-K and the combined partnership. EBITDA is a supplemental non-

GAAP financial measure used by external users of the Company's financial statements such as investors, commercial banks

and others, to assess:

CNP provides a reconciliation of EBITDA to its operating income attributable to CNP’s Field Services and Pipelines business 

reported

in

CNP

and

CenterPoint

Energy

Resources

Corp.

2012

Form

10-K,

which

is

considered

to

be

most

directly

comparable financial measure as calculated and presented in accordance with GAAP.   OGE provides a reconciliation of

EBITDA to net income attributable to Enogex Holdings, which Enogex considers to be its most directly comparable financial

measure

as

calculated

and

presented

in

accordance

with

GAAP.

The

non-GAAP

financial

measure

of

EBITDA

should

not

be

considered as an alternative to GAAP accounting attributable to each company. EBITDA is not a presentation made in

accordance with GAAP and has important limitations as an analytical tool. EBITDA should not be considered in isolation or

as a substitute for analysis of each company’s results as reported under GAAP. Because EBITDA excludes some, but not

all, items that affect each company’s reported financial results and is defined differently by different companies in the

midstream energy sector, each company’s definition of EBITDA may not be comparable to a similarly titled measure of other

companies.

To compensate for the limitations of EBITDA as an analytical tool, CNP and OGE believe it is important to review the

comparable GAAP measure and understand the differences between the measures.

Non-GAAP Financial Measure

•

The financial performance of assets without regard to financing methods, capital structure or historical cost basis;

•

Operating

performance

and

return

on

capital

as

compared

to

other

companies

in

the

midstream

energy

sector,

without

regard to financing or capital structure; and

•

The viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment

opportunities.

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Reconciliation of EBITDA to GAAP

(A)

As of November 1, 2010, Enogex Holdings' earnings are no longer subject to tax (other than Texas state margin taxes) and are taxable at the individual partner level.

(B)

Includes amortization of certain customer-based intangible assets associated with the acquisition from Cordillera in November 2011, which is included in gross margin for financial reporting

purposes.

As reported ($ millions)

Field Services

Interstate Pipelines

Midstream Group

Operating Income

214

$                

207

$                         

421

$                                

Add:

Depreciation and amortization

50

56

106

Equity in earnings of unconsolidated affiliates

5

26

31

Distributions in excess of earnings              

3

5

8

EBITDA

272

$                

294

$                         

566

$                                

Net Income attributable to Enogex Holdings

147.8

$                             

Add:

Interest expense, net

32.6

Income tax expense

(A)

0.2

Depreciation and amortization expense

(B)

111.6

EBITDA

292.2

$                             

Combined EBITDA

858.2

$                             

Year Ended December 31, 2012

CenterPoint Energy

Enogex Holdings