EX-99.2

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March 2013

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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

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

initial

public

offering

(IPO)

after

formation.

The

parties

can

give

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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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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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

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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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

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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March 2013

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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

throughput

driven

primarily

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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March 2013

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

Access

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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March 2013

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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

Gulf

Coast

and

other

off-system

markets

via

Perryville

Hub™

SESH

provides

key

differentiator

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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March 2013

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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

Bcf/d

receipt & delivery capacity

–

Supply

Market

Optionality

–

than

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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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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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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March 2013

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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

Cox City

1994

Cryogenic

Canute

1996

Cryogenic

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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March 2013

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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

CNP

and

CenterPoint

Energy

Resources

Corp.

2012

Form

10-K,

which

considered

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

calculated

and

presented

accordance

with

GAAP.

The

non-GAAP

financial

measure

EBITDA

should

not

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

capital

compared

other

companies

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

106

Equity in earnings of unconsolidated affiliates

Distributions in excess of earnings

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