CenterPoint Energy Annual Report 2013

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FY2013 Annual Report · CenterPoint Energy

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OINT

2013 Annual Report

FINANCIAL HIGHLIGHTS

YEAR ENDED DECEMBER 31

IN MILLIONS OF DOLLARS, EXCEPT PER SHARE AMOUNTS

Revenues
Operating Income
Income Before Extraordinary Item
Extraordinary Item, Net of Tax
Net Income

Per Share of Common Stock
Income Before Extraordinary Item, Basic
Income Before Extraordinary Item, Diluted
Net Income, Basic
Net Income, Diluted
Book Value – Year End
Share Value – Year End
Common Dividend Declared

Capitalization
Transition and System Restoration Bonds
(includes current portion)
Other Long-term Debt (includes current portion)
Common Stock Equity
Total Capitalization (includes current portion)
Total Assets
Capital Expenditures
Common Stock Outstanding (in thousands)
Number of Common Shareholders (in actual numbers)
Number of Employees (in actual numbers)

STOCK PERFORMANCE

2011

8,450
1,298
770
587
1,357

1.81
1.80
3.19
3.17
9.91
20.09
0.79

2012

7,452
1,038
417
–
417

0.98
0.97
0.98
0.97
10.09
19.25
0.81

2013

8,106
1,010
311
–
311

0.73
0.72
0.73
0.72
10.09
23.18
0.83

2,522
6,603
4,222
13,347
21,703
1,191
426,030
41,141
8,827

3,847
5,910
4,301
14,058
22,871
1,188
427,600
39,366
8,720

3,400
4,914
4,329
12,643
21,870
1,272
428,798
37,353
8,591

The following line graph compares the cumulative total return on the common stock of CenterPoint Energy with the cumulative total return
of the S&P 500 Index and the S&P 500 Utilities Index for the period commencing December 31, 2008 and ending December 31, 2013.

$250

$200

$150

$100

$50

2008

2009

2010

2011

2012

2013

FIVE-YEAR CUMULATIVE TOTAL RETURN COMPARISON FOR THE FISCAL YEARS ENDED DECEMBER 31(1)(2)● CENTERPOINT ENERGY● S&P 500 INDEX● S&P 500 UTILITIES INDEX(1) Assumes that the value of the investment in the common stock and each index was $100 on December 31, 2008, and that all dividends were reinvested. (2) Historical stock performance is not necessarily indicative of future stock performance.

Our OOINT

VIEW

DeDe
Dear Fellow Shareholders,

The year 2013 marked the beginning of an important transition
period for your company. On May 1, we combined our interstate
pipeline and ﬁeld services businesses with the midstream
operations of OGE Energy and ArcLight Capital to create a new
master limited partnership: Enable Midstream Partners. With this
move, we hope to provide greater transparency for a signiﬁcant
part of our asset portfolio and thereby maximize shareholder value.
We also believe that the larger combined business can grow at a
faster pace and compete on a stronger footing than was possible
for two smaller, separate companies.
Through our investment in Enable Midstream, we will continue to participate in the build-
out of our nation’s oil, natural gas and natural gas liquids transportation infrastructure.
Over the coming years, we believe this investment will create great value for our
shareholders by providing signiﬁcant cash distributions to CenterPoint Energy.

The creation of Enable Midstream provides another important beneﬁt: It allows us to
sharpen our focus on our core businesses, our electric and natural gas utilities. With
strong customer growth in our service territories, generally supportive regulatory
environments and signiﬁcant capital investment opportunities, we believe we are
well positioned for ongoing success.

Finally, we have reviewed our dividend policy due to the creation of Enable Midstream.
We will target a dividend payout that reﬂects 60-70 percent of the sustainable earnings
from our regulated utility operations and 90-100 percent of the net after-tax cash
distributions from Enable Midstream. As a result, we increased our quarterly dividend by
14.5 percent to $0.2375 per share. This was our ninth consecutive year of dividend increases.

2013 Overview

Our utilities turned in solid performances last year and helped us earn $311 million
in net income. Due in large part to the accounting complexities stemming from the
creation of Enable Midstream, it is difficult to compare these results with the $417 million
in net income we reported in 2012. The creation of Enable Midstream triggered an
unusual, one-time increase in our income tax expense and changed the way we account
for midstream earnings. A description of these changes and a detailed comparison of our
2013 and 2012 net income results can be found on page 47 of our form 10-K. We
encourage you to read it.

As we review and manage our utilities, we have found that core operating income, which
excludes the effects of transition and system restoration bonds, is the most meaningful
guide to our underlying business performance. By this measure, 2013 was a good year,
and we once again saw the beneﬁts of our diversiﬁed portfolio. Our natural gas business
had another record year, more than offsetting a slight decline in operating income at our
electric utility that was caused primarily by cooler summer weather. Combined, core
operating income from our natural gas operations, competitive energy services business

From top:

MILTON CARROLL
Chairman of the Board

SCOTT M. PROCHAZKA
President & CEO

O N P O I N T CenterPoint Energy 2013 Annual Report

SHAREHOLDER LET TER (cont)

and electric operations was $750 million, an increase of $30 million compared with
2012. This excludes a $252 million non-cash goodwill impairment charge recorded
in 2012 associated with the competitive energy services business.

Total shareholder returns last year were excellent as well. Including stock price appreciation
and annual dividends, CenterPoint Energy stock returned 24.7 percent and outperformed
our peers, as measured by the S&P 500 Utilities Index, which returned 8.8 percent.
However, we lagged the broader market S&P 500 Index, which returned 32.4 percent.
Over the longer-term our three-year, ﬁve-year and 10-year total shareholder returns
have exceeded those of our peers and the market as a whole.

Business Segment Results

We saw continued growth in our electric transmission and distribution business
last year. We added more than 44,000 new customers and recorded approximately
$30 million in right-of-way revenues, which is substantially above historical levels of
$2 million to $3 million per year. However, a milder summer and higher property taxes
reduced core operating income to $474 million, compared with $492 million in 2012.

Our customers and company are seeing the beneﬁts of our smart meter and intelligent
grid deployments. Smart meters provide faster, more accurate meter readings and enable
us to start, stop and transfer service without ever rolling a truck. Where intelligent grid
technology is in place, automated switches with line-sensing capabilities have led to
a 25 percent reduction in customer outage minutes. Our smart meter deployment is
already complete, and we hope to have our intelligent grid technologies fully deployed
in the next 10 years.

In 2013, our natural gas distribution business set another record. Core operating
income for the year was $263 million, compared with $226 million in 2012. Rate relief,
growth, cost management efforts and a return to more normal weather, were key drivers.
Our competitive energy services business contributed an additional $13 million in
operating income last year.

Effective rate designs across our service territories are providing us greater opportunity
for timely cost recovery and to earn our authorized rates of return. Over the past several
years, we have made signiﬁcant investments in system integrity in Minnesota, and as a
result we are requesting a $44.3 million increase in our base rates there. Interim rates
went into effect Oct. 1, and we expect a ﬁnal decision in mid-2014.

Across the rest of our service territory, we continue to make substantial investments in
automation and pipeline integrity projects. Over the past decade, we have replaced half
of the cast iron pipe in our system and nearly a third of the bare steel pipe. In addition,
we are well on our way toward deploying advanced, drive-by meter reading technology
in all our jurisdictions. On average, this will allow a single employee to take 10,000 meter
readings per day, compared with 500 per day on foot.

Prior to the formation of Enable Midstream Partners on May 1, our midstream business
contributed $145 million in operating income and $7 million in equity income from our
investment in the Southeast Supply Header (SESH). Following the creation of the limited
partnership, our investment in Enable Midstream yielded $173 million in equity earnings,
with an additional $8 million from SESH. The partnership continues to do well in a
challenging operating environment characterized by low commodity prices and
compressed geographic price differentials. Earnings from processing and wet gas
gathering continue to grow, although these are partially offset by reduced demand for
ancillary pipeline services and signiﬁcantly reduced drilling activity in dry gas basins. In
January 2014, Enable Midstream announced it had hired Lynn L. Bourdon III to be its
president and CEO. Enable Midstream remains on track for an initial public offering in the
ﬁrst half of 2014.

2013 Highlights

(cid:2) Our natural gas distribution business had a record

year with $263 million in operating income.

(cid:2) We installed intelligent grid equipment

that serves 13 percent of consumers, resulting in
a 25 percent improvement in power outage
restoration.

(cid:2) CenterPoint Energy owns a 58.3 percent limited
partner interest in Enable Midstream Partners,
one of the largest midstream companies in
America.

(cid:2) Safety, while always our number one priority, was

added to our core values of integrity,
accountability, initiative and respect. These
values reflect the basic ethical principles that
guide our conduct every day.

(cid:2) Commitment to our communities goes beyond

delivering energy. In 2013, our employees, retirees,
family members and friends dedicated 223,000
volunteer hours, valued conservatively at $5
million.

(cid:2) CenterPoint Energy was recognized by the Edison
Electric Institute, Women’s Enterprise magazine
and Minority Business News USA for our supplier
diversity efforts.

centerpointenergy.com/annualreports/2013

“Today,
CenterPoint
Energy is
stronger
and more
ﬁnancially
secure than
we have
ever been.”

Reﬁning Our Vision For The Next Decade

Since becoming a stand-alone company more than 10 years ago, CenterPoint Energy has
been guided by a corporate vision “to be recognized as America’s leading energy delivery
company … and more.” This vision has served us well, helping us focus our efforts and
guiding us through a decade that included the collapse of energy credit markets, multiple
hurricane strikes, extreme natural gas price volatility and a protracted electric true-up
case that slowed our ability to reduce debt and improve our balance sheet. Today,
CenterPoint Energy is stronger and more ﬁnancially secure than we have ever been.

But where do we go from here? With the creation of Enable Midstream and the transition
to our next generation of leadership, we felt the time was right to step back and re-examine
our vision, values and corporate strategy. Were they the right ones to guide us through
the next decade? We examined market trends, studied the performance of our peers
and evaluated our own core competencies – all with the goal of making sure we had the
right strategy in place to provide our investors with a secure, competitive dividend and
earnings growth.

In summary, we found CenterPoint Energy occupies an almost unique position within
the utility industry. Thanks in part to strong growth in Minneapolis and Houston, we
believe we are one of only a handful of utilities in the country with signiﬁcant, organic
growth prospects. By combining growing electric demand, our intelligent grid deployment
and reliability infrastructure investments in our natural gas distribution system, we will
have the opportunity to signiﬁcantly grow the rate base of our utilities.

While our core strategy is to invest in the infrastructure needs of our existing utilities,
we will continue to selectively evaluate merger and acquisition opportunities. We do
not believe a signiﬁcant merger and acquisition transaction is required for us to meet our
business objectives, but will continue to look for strategic opportunities that will enhance
value for our shareholders. This should allow us to achieve our ﬁnancial goals while
maintaining our low-risk investment proﬁle.

In addition to revising our strategy, we sharpened our company vision and values. Our
new vision is to Lead the Nation in Delivering Energy, Service and Value. It emphasizes
that delivering energy remains our core business and reﬂects our desire to continue
performing at industry-leading levels. It also signiﬁes our enduring commitment to deliver
value to all our stakeholders. For our customers, our vision promises reliable, affordable
and innovative service. For our employees, it represents our commitment to maintain an
attractive, dynamic work environment. For the communities we serve, it means we will
continue to be responsible corporate citizens and good environmental stewards. And
for our shareholders, it means we intend to deliver a secure dividend, low-risk growth
and peer-leading returns.

We are proud of the way we do our work, and after reviewing our company’s values of
integrity, accountability, initiative and respect, we determined they were on point, with
one exception. Safety has always been an important part of our company’s culture. To
reinforce our commitment to operate a safe system and perform our jobs safely at all
times, we added safety as a core value.

The Road Ahead

Before looking ahead to the next steps on our company’s journey, we would like to take
a moment to look back at the road just traveled, and in particular, at the man who led
CenterPoint Energy on that journey: former CEO David McClanahan.

David navigated CenterPoint Energy from its inception through some of the most difficult
challenges any company will ever face. The theme of this year’s annual report, “On Point”
not only reﬂects our belief that we have the right vision, strategy and values for the future,
but it also acknowledges the successes that brought us to this point. Since our inception
in 2002, our cumulative shareholder return is an astonishing 367 percent, exceeding that
of the S&P Utilities Index by 147 percent. David's vision, integrity and disciplined approach

O N P O I N T CenterPoint Energy 2013 Annual Report

SHAREHOLDER LET TER (cont)

to decision-making were vital in creating the strong ﬁnancial and cultural foundation we
enjoy today. We thank David for everything he has done to make CenterPoint Energy a
truly remarkable company.

Our challenge now is to build on this legacy of success. In the short to medium term, we
believe the development of energy from shale is going to keep natural gas and electricity
prices low. This should drive robust commercial and industrial growth and require
additional capital investments to serve this growing demand. Investments to modernize
and expand our existing natural gas and electric infrastructure should continue to provide
growth in our rate base. As a result, we anticipate investing approximately $6 billion in
natural gas and electric capital projects over the next ﬁve years.

The nature of utility service itself is undergoing a fundamental transformation.
Increasingly, utility customers will have the ability to choose when they consume energy
and where they will get it – it could be from a traditional supplier or from a customer’s
own sources, such as rooftop solar panels or gas-ﬁred distributed generation. In this
environment, utilities will become the advanced networks that connect these sources,
and successful utilities will be those that become trusted partners working with
customers and providing the complementary services that make it all work.

To prepare for this future, we are making strategic investments in technology now. In
addition to our intelligent electric grid, we are investing in an advanced distribution
management system and a Power Alert Service. This service automatically notiﬁes
customers by SMS text, email or phone when they have an outage and provides an
estimate of when service will be restored. On the natural gas side of our business, we’re
deploying a new customer relationship management system that will allow us to provide
faster, more personalized service. We plan to roll out a new, mobile-friendly website in
2014 as well. Taken together, we are committed to providing innovative products and
services that complement our existing offerings and demonstrate to our customers
that we are more than just their utility – we are their trusted energy advisers.

We’re excited about our long-term prospects. We have the right vision, strategy and
values as well as a balanced portfolio of assets. We have the right leaders and capable
employees needed to deliver a unique combination of low-risk growth and competitive
dividends. We appreciate your conﬁdence and investment in CenterPoint Energy, and
we look forward to working for you.

MILTON CARROLL
Chairman of the Board

SCOTT M. PROCHA ZK A
President & CEO

2013 Financial Results

Net Income
$311 million

Operating Income
$1.0 billion

Earnings Per Share
$0.73

Total Shareholder Return
24.7 percent

centerpointenergy.com/annualreports/2013

Our OOOOINT

PROGRESS

Dear Shareholders,

It has been an honor and a privilege to serve as CenterPoint
Energy's president and CEO the past 12 years. When I started at
Houston Lighting & Power Company in 1972, I never expected to
spend my entire career with one company, nor did I dream that
I might someday be CEO of a Fortune 500 company. It was my
good fortune that both of those possibilities became realities.
When I was named CenterPoint Energy’s ﬁrst CEO in 2002, the company faced some
stiff challenges and an uncertain future. The electricity market in Texas had just been
completely restructured, and the rules were still being developed. The capital markets
were challenging and wary of all energy companies following the Enron debacle. At the
same time, we were highly leveraged and needed access to the capital markets to
reﬁnance debt and ﬁnance necessary infrastructure investments. The company’s
future was less than clear.

However, we had a lot going for us. Our workforce was second to none. We had a plan
to recapitalize the company by selling our electric generating plants and, through the
regulatory process, recovering our capital investments that had been “stranded” by the
restructuring of the Texas electric market. Just as important, we had a vision to create
America’s leading energy delivery company based on a foundation of core values and
key strategies. It was a vision that would keep us focused and striving for excellence.

Although deleveraging the company took longer than we expected, we ultimately
accomplished this goal, and the company is now in sound ﬁnancial shape. Our senior
leadership team embraced the company’s vision and never wavered despite a number
of signiﬁcant challenges along the way. Our employees pulled together to get us through
the early days, redesigned internal processes and systems to achieve top-tier operating
performance and led the industry in implementing new technology. We also invested in
new infrastructure to assure that energy was reliably and safely delivered to our customers.
The CenterPoint Energy of today was truly created through a great team effort. I could not
be more proud of this accomplishment.

As I begin my retirement there is not a better person to lead the company than Scott
Prochazka. I’ve worked with Scott during my entire tenure as CEO. He knows and
understands the company’s businesses well. He is bright, articulate, passionate about
our company, and he has strong values and a great internal compass. I’m excited about
the future of CenterPoint Energy with Scott at the helm.

Let me close by ﬁrst thanking you, our shareholders, for your support over the years. Most
of all, however, I would like to thank my fellow employees. Through their hard work and
commitment we have accomplished a lot. They are the reason I stayed with the company
for 42 years. Together we have created a very special company.

DAVID M. McCLANAHAN
Former President & CEO

O N P O I N T CenterPoint Energy 2013 Annual Report

OOOOOOINT
of CLARITY

Our new vision: Lead the nation in delivering energy, service and value.

For more than a decade, our vision and strategy have served us well. But as we prepare for the future,
we have refreshed them to reﬂect our core natural gas and electric utility businesses. We believe this
restated vision and a new corporate strategy, reﬂect the thinking that guides us, as we remain focused
on domestic energy delivery and providing value to customers, communities and shareholders.

d
Lead the
Lead the nation as the
premier domestic energy
delivery company
• Perform at industry-leading levels

g
nation in delivering energy,
Delivering energy is our
core business
• Operate our businesses safely, effectively

and efficiently

service and value

Delivering service and value
applies to all our stakeholders
• Provide shareholders with low-risk,

industry-leading returns

• Invest in and operate domestic assets

• Invest in infrastructure and technology

• Deliver reliable, affordable and innovative

to ensure system reliability, resiliency and
enhanced monitoring and control

• Deliver customer-focused services that

complement our energy delivery
capabilities

services to our customers

• Strengthen our communities through

corporate citizenship and environmental
stewardship

• Provide employees with a dynamic work

environment that drives success

centerpointenergy.com/annualreports/2013

Our new strategy: Operate, Serve, Grow.

Likewise, our new strategy reﬂects CenterPoint Energy’s competitive advantages in technology,
innovation, customer service and regulatory expertise. This new strategy comes down to three simple,
but powerful, words.

Operate

Serve

Grow

• Ensure safe, reliable and environmentally
responsible energy delivery businesses

• Add value through superior customer

• Develop a diverse and highly capable

service, new technology and innovation

employee base

• Utilize new and innovative technology to

• Provide leadership in the communities

• Invest in core energy delivery businesses

enhance performance

we serve

• Actively govern our Enable Midstream

Partners investment

O N P O I N T CenterPoint Energy 2013 Annual Report

Electric Transmission
& Distribution

“Thanks to the Houston area’s exceptional growth, we’re
making our largest capital investment ever in our electric
infrastructure. We lead the nation in grid automation, with a
fully installed smart meter network and ongoing deployment
of intelligent grid technology. As a result, we’re improving our
system reliability and outage response time, and enabling
new, customer-focused programs such as prepaid service
and time-of-use rates. We’re excited about our growth
prospects for years to come.”

TRACY BRIDGE

President, Electric Division

centerpointenergy.com/annualreports/2013

POINTof

OOOO
SERVICE

9
9

O N P O I N T CenterPoint Energy 2013 Annual Report

POINT OF SERV ICE
ELECTRIC TRANSMISSION
& DISTRIBUTION

2013 was a solid year for our electric transmission and distribution
business. Steady growth in our service territory continued, with the
addition of more than 44,000 metered customers. Operating
income was $607 million, consisting of $474 million from the
electric utility and $133 million related to transition and system
restoration bonds. This compares with operating income of
$639 million in 2012, with $492 million coming from the electric
utility and $147 million from transition and system restoration bonds.
Last year, we completed installation of intelligent grid infrastructure that serves
approximately 280,000 of our 2.2 million customers. The intelligent grid is a collection
of sensors and switches installed on power lines, controlled by computers that
automatically monitor and manage the ﬂow of electricity on a distribution network.
In areas where the new infrastructure is in place, we have reduced overall customer
outage minutes by 25 percent. We plan to deploy this technology throughout our
system, and we estimate completion within the next 10 years.

We’re continuing to make substantial investments in response to robust economic
growth in the Houston area. We began construction of several new substations, most
notably, one near the Houston Ship Channel that will support signiﬁcant industrial load
growth. We anticipate completion by mid-2014. In 2015, we expect to place in service
a major transmission system upgrade in the Freeport, Texas, area. It will enhance
reliability and provide storm-hardening beneﬁts, which are important given Freeport’s
close proximity to the Gulf of Mexico.

We currently have nine high-voltage transmission lines importing electricity to the
region, and last year we submitted a proposal to the Electric Reliability Council of Texas
to increase our import capacity to meet growing demand. Based on our load forecast,
this additional capacity will be needed no later than the summer of 2018.

The company is also preparing for changes in the workforce, investing in hiring and
employee development. National labor forecasts suggest that 30–50 percent of the
utility workforce will be eligible for retirement within the next two to ﬁve years. In 2013,
we increased hiring by more than 25 percent in many critical job areas, and we are
creating new training programs to develop and enhance employee skillsets and foster
knowledge transfer.

Industry Leadership
We won industry excellence awards from
the Southeastern Electric Exchange and the
Electric Power Research Institute for our
industry-leading role in a prototype extra-
high voltage transformer installation drill.
A typical substation transformer of this
type takes 12-24 months to replace, but the
prototype was transported and operational
in only ﬁve days. Functioning for over a year,
the prototype demonstrates the potential
for rapid recovery from large-scale outages.

Electric Infrastructure Investment
To meet growing electric demand, we
continue to make substantial investments in
electric infrastructure including high-voltage
transmission power lines and substations.
A new substation near the Houston Ship
Channel will support signiﬁcant industrial
load growth, and new equipment in north
Houston will serve the planned Exxon Mobil
campus and surrounding development.

Emergency Preparedness
The annual Hurricane Workshop, presented
in partnership with Harris County and the
city of Houston, prepares residents for
hurricane season through presentations,
interactive exhibits, hurricane forecasting
and more. The free workshop is the largest
of its kind in the nation with more than
2,500 attendees each year.

Energy Insight Center
At our Energy Insight Center, we
demonstrate intelligent grid technology
and the future of electricity. We’ve hosted
elected officials, regulators and other utility
companies from every continent except
Antarctica. Visitors see demonstrations of
the intelligent grid rerouting power during
an outage, our Power Alert Service, smart
appliances and more.

Intelligent Grid
In conjunction with smart meters, the
intelligent grid more accurately identiﬁes
outage locations and improves service
restoration. In areas where grid automation
is in place, we have seen a 25 percent
decrease in customer outage minutes.

Smart Meters
Smart meters have enabled us to complete
nearly 8 million service orders electronically,
saving 770,000 gallons of fuel, avoiding
7,000 metric tons of CO2 emissions and
saving customers more than $24 million in
fees formerly associated with manually
carrying out those orders.

centerpointenergy.com/annualreports/2013

2013 Highlights

(cid:2) Added more than 44,000 new customers,

growth of 2 percent

(cid:2) Enhanced vegetation management

and equipment inspection programs to
improve reliability

(cid:2) Increased hiring by more than 25 percent in
many critical job areas, and we are creating
new training programs to develop and enhance
employee skillsets and foster knowledge transfer

(cid:2) Recognized as a leading utility in the adoption

of intelligent grid technology by electric
industry trade associations, technology
partners and global research firms

(cid:2) Continued construction of a redundant
transmission control center to ensure
compliance with applicable federal
reliability standards

O N P O I N T CenterPoint Energy 2013 Annual Report
PPPP
O N P

Natural Gas Distribution

“Our natural gas distribution business is beneﬁting from
continued growth in key parts of our service territory and is
well positioned for long-term success. We have increased
base rates and implemented rate recovery mechanisms that
ensure timely and full recovery of our investments. As a
result, we’re earning our authorized rates of return. We’re
also operating more efficiently than ever and investing in
system safety and reliability for the beneﬁt of our customers,
our communities and our employees.”

JOE McGOLDRICK

President, Natural Gas Division

of
EFFICIENCY

centerpointenergy.com/annualreports/2013

O N P O I N T CenterPoint Energy 2013 Annual Report

POINT OF EFFICIENCY

NATURAL GAS DISTRIBUTION

Our natural gas distribution business had a record year ﬁnancially,
thanks to rate relief, growth, cost management efforts and a
return to more normal weather. Operating income for the year
was $263 million, far exceeding the previous high of $231 million,
set in 2010.
Capturing operational efficiencies continued to be a focal point of our efforts, and we
saw signiﬁcant progress in this area. We completed deployment of our advanced meter
reading technology in Oklahoma and in parts of our territory in Louisiana, Minnesota
and Texas; we are on schedule to complete deployment to our entire system by the end
of 2015. Drive-by meter reading enables us to read 10,000 meters per day per vehicle,
as opposed to 500 meters per person. We’re also able to read meters more accurately,
without accessing our customers’ premises.

Economic growth across our footprint helped us add more than 33,000 customers,
led by the greater Houston area and Minneapolis. An initiative in our Oklahoma service
territory has, for the ﬁrst time, given us access to provide natural gas services to
developers of multi-family residences, which we expect to help fuel growth in that
market as well.

Increased focus on the safety of the nation’s pipeline infrastructure will result in
ongoing capital investment for system modernization. In 2013, we continued to replace
remaining cast iron and bare steel pipe across our entire gas distribution system. In
Minneapolis, we completed the ﬁrst phase of a 72-mile pipeline rehabilitation project.
This project, which includes pipe replacement and refurbishment, is part of our
Minnesota distribution system. Capital expenditures for 2014 are forecast to exceed
$520 million, as we continue to enhance our system’s safety and reliability.

We are investing in ways to improve our customers’ experience when doing business
with us by launching new self-service tools, such as a new website, optimized for both
desktop and mobile devices, and an enhanced automated phone system. We will also
provide call center agents with enabling technologies that maximize their performance,
even in the face of more complex interactions.

Our ongoing efforts to provide our customers with the best possible service were
validated by placing second among the largest South Region utilities, and a top-
quartile ﬁnish among Midwest utilities, in the J.D. Power and Associates 2013 Gas
Utility Residential Customer Satisfaction Study.SM

Pipeline Safety and Integrity
In the past 10 years, we have replaced
49 percent of 728 miles of cast iron pipe and
31 percent of the 3,450 miles of bare steel
pipe. In 2014, we plan to invest more than
$300 million in system safety and integrity.

Energy-Efficiency Programs
By offering rebates to both residential and
business customers, our conservation
improvement programs in Arkansas,
Minnesota and Oklahoma encourage the
purchase of energy-efficient equipment.
In 2013, the programs saved approximately
1.92 billion cubic feet of natural gas, the
amount used annually by more than 16,000
homes. These programs also reduced total
carbon footprint by 102,700 metric tons, or
enough to remove 17,100 cars from roads for
one year.

Compressed Natural Gas
Fueling Stations
We support the growth of compressed
natural gas as a vehicle fuel. In addition to
CNG fueling stations for our own vehicles,
we are providing fuel at public and other
private stations. Natural gas vehicles have
been shown to achieve dramatically lower
levels of carbon emissions compared with
those using gasoline.

Community Partnership Grants
In 2013, our Community Partnership Grant
Program surpassed $1 million in donations,
funding safety-related equipment and
projects. Over the previous decade,
the program has funded more than
500 projects for local ﬁrst responders
and emergency personnel.

Meter Reading Technology
Our advanced meter reading technology
allows for accurate data collection, enhances
customer satisfaction by eliminating the
need to enter yards and improves
productivity by allowing a single employee
in a vehicle to read up to 10,000 meters
per day.

Technology-Driven Initiatives
We will use technology to give customers
more choices and personalized services.
Solutions will include a new website,
automated phone system and enhanced
tools for call center agents, all designed to
give customers the best possible experience
each time they interact with us.

centerpointenergy.com/annualreports/2013

2013 Highlights

(cid:2) Added 33,000 customers primarily in the

(cid:2) Finished in the top quartile of the South

(cid:2) Grew sales volumes in Energy Services to more

Minneapolis area and several parts of Texas

(cid:2) Replaced half of the cast iron pipe in our

system and nearly a third of the bare steel
pipe since 2003

and Midwest regions in the J.D. Power and
Associates 2013 Gas Utility Residential
Customer Satisfaction StudySM

(cid:2) Recorded more than $11 million in

conservation improvement program rebates

than 600 Bcf

(cid:2) Plan to invest more than $520 million in

capital in 2014 on system integrity, growth and
technology to improve customer service

O N P O I N T CenterPoint Energy 2013 Annual Report

BOARD OF DIRECTORS

Pictured, from left to right:

Janiece M. Longoria,
Peter S. Wareing, R.A. Walker,
Milton Carroll, Scott M. Prochazka,
Scott J. McLean, Susan O. Rheney,
Michael P. Johnson and
Phillip R. Smith

MILTON CARROLL, 63
Chairman of the Board,
CenterPoint Energy

SCOTT M. PROCHAZKA, 48
President and Chief Executive
Officer, CenterPoint Energy

MICHAEL P. JOHNSON, 66
President and Chief Executive
Officer, J&A Group, LLC,
a management and business
consulting company

JANIECE M. LONGORIA, 61
Partner, law ﬁrm of Ogden, Gibson,
Broocks, Longoria & Hall, L.L.P.

SCOTT J. McLEAN, 57
Chief Executive Officer, Amegy
Bank of Texas and Executive Vice
President, Zions Bancorporation

SUSAN O. RHENEY, 54
Private investor and former
Principal with The Sterling Group,
a private ﬁnancial and investment
organization

PHILLIP R. SMITH, 62
President and
Chief Executive Officer,
Torch Energy Advisors, Inc.

R.A. WALKER, 57
Chairman, President and Chief
Executive Officer, Anadarko
Petroleum Corporation

PETER S. WAREING, 62
Co-founder and Partner,
Wareing, Athon & Company,
a private equity ﬁrm

CORPORATE OFFICERS

Executive Chairman
MILTON CARROLL, 63
Executive Chairman of the Board

Executive Committee
SCOTT M. PROCHAZKA, 48
President and
Chief Executive Officer

TRACY B. BRIDGE, 55
Executive Vice President and
President, Electric Division

JOSEPH B. McGOLDRICK, 60
Executive Vice President and
President, Natural Gas Division

SUSAN B. ORTENSTONE, 57
Senior Vice President and
Chief Human Resources Officer

SCOTT E. ROZZELL, 64
Executive Vice President,
General Counsel and
Corporate Secretary

THOMAS R. STANDISH, 64
Executive Vice President

GARY L. WHITLOCK, 64
Executive Vice President and
Chief Financial Officer

Company
Leadership
SCOTT E. DOYLE, 42
Senior Vice President,
Regulatory and Government Affairs

KENNETH M. MERCADO, 51
Senior Vice President,
Electric Operations

RICK ZAPALAC, 60
Senior Vice President,
Natural Gas Operations

JOHN C. HOUSTON, 63
Division Senior Vice President,
Compliance and High Voltage
Power Delivery

ERIC W. SULLIVAN, 57
Division Senior Vice President,
Energy Services

Other Corporate
Officers

CHRISTOPHER J. ARNTZEN, 43
Vice President, Deputy General Counsel
and Assistant Corporate Secretary

JEFF W. BONHAM, 51
Vice President, Government Relations

JAMES M. DUMLER, 53
Senior Vice President,
Strategic Planning and
Business Development

WALTER L. FITZGERALD, 56
Senior Vice President and
Chief Accounting Officer

KELLY C. GAUGER, 51
Vice President, Audit Services

CAROL R. HELLIKER, 53
Senior Vice President,
Deputy General Counsel
and Chief Ethics and
Compliance Officer

KIMBERLY A. JOHNSTON, 46
Vice President, Tax

CARLA A. KNEIPP, 42
Vice President, Investor Relations

FLOYD J. LeBLANC, 54
Vice President,
Corporate Communications and
Public Affairs

Pictured, from left to right:

Thomas R. Standish, Susan B. Ortenstone, Joseph B. McGoldrick, Scott M. Prochazka,
Gary L. Whitlock, Scott E. Rozzell and Tracy B. Bridge

centerpointenergy.com/annualreports/2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 1-31447
______________________
CenterPoint Energy, Inc.

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

Texas

74-0694415

1111 Louisiana
Houston, Texas 77002
(Address and zip code of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Common Stock, $0.01 par value

Name of each exchange on which registered

New York Stock Exchange
Chicago Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months

(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant’s

knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated

filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

The aggregate market value of the voting stock held by non-affiliates of CenterPoint Energy, Inc. (CenterPoint Energy) was $9,975,930,939 as of June 30, 2013, using the definition
of beneficial ownership contained in Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934 and excluding shares held by directors and executive officers. As of
February 14, 2014, CenterPoint Energy had 428,841,792 shares of Common Stock outstanding. Excluded from the number of shares of Common Stock outstanding are 166 shares held
by CenterPoint Energy as treasury stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement relating to the 2014 Annual Meeting of Shareholders of CenterPoint Energy, which will be filed with the Securities and Exchange Commission

within 120 days of December 31, 2013, are incorporated by reference in Item 10, Item 11, Item 12, Item 13 and Item 14 of Part III of this Form 10-K.

(cid:55)(cid:43)(cid:44)(cid:54)(cid:3)(cid:51)(cid:36)(cid:42)(cid:40)(cid:3)(cid:47)(cid:40)(cid:41)(cid:55)(cid:3)(cid:44)(cid:49)(cid:55)(cid:40)(cid:49)(cid:55)(cid:44)(cid:50)(cid:49)(cid:36)(cid:47)(cid:47)(cid:60)(cid:3)(cid:37)(cid:47)(cid:36)(cid:49)(cid:46)

TABLE OF CONTENTS

PART I

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

Item 5.

Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.

Item 10.
Item 11.
Item 12.
Item 13.
Item 14.

Business........................................................................................................................................................
Risk Factors..................................................................................................................................................
Unresolved Staff Comments ........................................................................................................................
Properties......................................................................................................................................................
Legal Proceedings ........................................................................................................................................
Mine Safety Disclosures...............................................................................................................................

PART II

Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities ......................................................................................................................................................
Selected Financial Data ................................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations.......................
Quantitative and Qualitative Disclosures About Market Risk .....................................................................
Financial Statements and Supplementary Data ............................................................................................
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ......................
Controls and Procedures...............................................................................................................................
Other Information.........................................................................................................................................

PART III

Directors, Executive Officers and Corporate Governance...........................................................................
Executive Compensation..............................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters....
Certain Relationships and Related Transactions, and Director Independence.............................................
Principal Accounting Fees and Services ......................................................................................................

PART IV

Page
1
18
38
38
38
38

39
40
41
67
69
116
116
117

117
117
117
117
117

Item 15.

Exhibits and Financial Statement Schedules................................................................................................

118

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

From time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events
or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-
looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially
from those expressed or implied by these statements. You can generally identify our forward-looking statements by the words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,”
“potential,” “predict,” “projection,” “should,” “will” or other similar words.

We have based our forward-looking statements on our management’s beliefs and assumptions based on information reasonably
available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions
and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that
actual results will not differ materially from those expressed or implied by our forward-looking statements.

Some of the factors that could cause actual results to differ from those expressed or implied by our forward-looking statements
are described under “Risk Factors” in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Certain Factors Affecting Future Earnings” and “ – Liquidity and Capital Resources – Other Matters – Other
Factors That Could Affect Cash Requirements” in Item 7 of this report, which discussions are incorporated herein by reference.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the

date of the particular statement, and we undertake no obligation to update or revise any forward-looking statements.

Item 1.

Business

Overview

PART I

OUR BUSINESS

We are a public utility holding company. Our operating subsidiaries own and operate electric transmission and distribution
facilities and natural gas distribution facilities and own interests in Enable Midstream Partners, LP (Enable) as described below.
Our indirect wholly owned subsidiaries include:

• CenterPoint Energy Houston Electric, LLC (CenterPoint Houston), which engages in the electric transmission and

distribution business in a 5,000-square mile area of the Texas Gulf Coast that includes the city of Houston; and

• CenterPoint Energy Resources Corp. (CERC Corp. and, together with its subsidiaries, CERC), which owns and operates
natural gas distribution systems in six states (Gas Operations). A wholly owned subsidiary of CERC Corp. offers variable
and fixed-price physical natural gas supplies primarily to commercial and industrial customers and electric and gas
utilities. As of December 31, 2013, CERC Corp. also owned approximately 58.3% of the limited partner interests in
Enable, an unconsolidated partnership jointly controlled with OGE Energy Corp., which owns, operates and develops
natural gas and crude oil infrastructure assets.

Our reportable business segments are Electric Transmission & Distribution, Natural Gas Distribution, Energy Services,
Midstream Investments and Other Operations. From time to time, we consider the acquisition or the disposition of assets or
businesses.

Our principal executive offices are located at 1111 Louisiana, Houston, Texas 77002 (telephone number: 713-207-1111).

We make available free of charge on our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the
Securities and Exchange Commission (SEC). Additionally, we make available free of charge on our Internet website:

•

our Code of Ethics for our Chief Executive Officer and Senior Financial Officers;

our Ethics and Compliance Code;

our Corporate Governance Guidelines; and

the charters of the audit, compensation, finance and governance committees of our Board of Directors.

Any shareholder who so requests may obtain a printed copy of any of these documents from us. Changes in or waivers of our
Code of Ethics for our Chief Executive Officer and Senior Financial Officers and waivers of our Ethics and Compliance Code for
directors or executive officers will be posted on our Internet website within five business days of such change or waiver and
maintained for at least 12 months or reported on Item 5.05 of Form 8-K. Our website address is www.centerpointenergy.com.
Except to the extent explicitly stated herein, documents and information on our website are not incorporated by reference herein.

Electric Transmission & Distribution

CenterPoint Houston is a transmission and distribution electric utility that operates wholly within the state of Texas. Neither
CenterPoint Houston nor any other subsidiary of CenterPoint Energy makes retail or wholesale sales of electric energy or owns
or operates any electric generating facilities.

Electric Transmission

On behalf of retail electric providers (REPs), CenterPoint Houston delivers electricity from power plants to substations, from
one substation to another and to retail electric customers taking power at or above 69 kilovolts (kV) in locations throughout
CenterPoint Houston’s certificated service territory. CenterPoint Houston constructs and maintains transmission facilities and
provides transmission services under tariffs approved by the Public Utility Commission of Texas (Texas Utility Commission).
1

Electric Distribution

In the Electric Reliability Council of Texas, Inc. (ERCOT), end users purchase their electricity directly from certificated REPs.
CenterPoint Houston delivers electricity for REPs in its certificated service area by carrying lower-voltage power from the substation
to the retail electric customer. CenterPoint Houston’s distribution network receives electricity from the transmission grid through
power distribution substations and delivers electricity to end users through distribution feeders. CenterPoint Houston’s operations
include construction and maintenance of distribution facilities, metering services, outage response services and call center
operations. CenterPoint Houston provides distribution services under tariffs approved by the Texas Utility Commission. Texas
Utility Commission rules and market protocols govern the commercial operations of distribution companies and other market
participants. Rates for these existing services are established pursuant to rate proceedings conducted before municipalities that
have original jurisdiction and the Texas Utility Commission.

ERCOT Market Framework

CenterPoint Houston is a member of ERCOT. Within ERCOT, prices for wholesale generation and retail electric sales are
unregulated, but services provided by transmission and distribution companies, such as CenterPoint Houston, are regulated by the
Texas Utility Commission. ERCOT serves as the regional reliability coordinating council for member electric power systems in
most of Texas. ERCOT membership is open to consumer groups, investor and municipally-owned electric utilities, rural electric
cooperatives, independent generators, power marketers, river authorities and REPs. The ERCOT market includes most of the State
of Texas, other than a portion of the panhandle, portions of the eastern part of the state bordering Arkansas and Louisiana and the
area in and around El Paso. The ERCOT market represents approximately 85% of the demand for power in Texas and is one of
the nation’s largest power markets. The ERCOT market included available generating capacity of over 74,000 megawatts (MW)
at December 31, 2013. Currently, there are only limited direct current interconnections between the ERCOT market and other
power markets in the United States and Mexico.

The ERCOT market operates under the reliability standards set by the North American Electric Reliability Corporation (NERC)
and approved by the Federal Energy Regulatory Commission (FERC). These reliability standards are administered by the Texas
Regional Entity (TRE), a functionally independent division of ERCOT. The Texas Utility Commission has primary jurisdiction
over the ERCOT market to ensure the adequacy and reliability of electricity supply across the state’s main interconnected power
transmission grid. The ERCOT independent system operator (ERCOT ISO) is responsible for operating the bulk electric power
supply system in the ERCOT market. Its responsibilities include ensuring that electricity production and delivery are accurately
accounted for among the generation resources and wholesale buyers and sellers. Unlike certain other regional power markets, the
ERCOT market is not a centrally dispatched power pool, and the ERCOT ISO does not procure energy on behalf of its members
other than to maintain the reliable operations of the transmission system. Members who sell and purchase power are responsible
for contracting sales and purchases of power bilaterally. The ERCOT ISO also serves as agent for procuring ancillary services for
those members who elect not to provide their own ancillary services.

CenterPoint Houston’s electric transmission business, along with those of other owners of transmission facilities in Texas,
supports the operation of the ERCOT ISO. The transmission business has planning, design, construction, operation and maintenance
responsibility for the portion of the transmission grid and for the load-serving substations it owns, primarily within its certificated
area. CenterPoint Houston participates with the ERCOT ISO and other ERCOT utilities to plan, design, obtain regulatory approval
for and construct new transmission lines necessary to increase bulk power transfer capability and to remove existing constraints
on the ERCOT transmission grid.

Restructuring of the Texas Electric Market

In 1999, the Texas legislature adopted the Texas Electric Choice Plan (Texas electric restructuring law). Pursuant to that
legislation, integrated electric utilities operating within ERCOT were required to unbundle their integrated operations into separate
retail sales, power generation and transmission and distribution companies. The legislation provided for a transition period to
move to the new market structure and provided a mechanism for the formerly integrated electric utilities to recover stranded and
certain other costs resulting from the transition to competition. Those costs were recoverable after approval by the Texas Utility
Commission either through the issuance of securitization bonds or through the implementation of a competition transition charge
as a rider to the utility’s tariff. CenterPoint Houston’s integrated utility business was restructured in accordance with the Texas
electric restructuring law and its generating stations were sold to third parties. Ultimately CenterPoint Houston was authorized
to recover a total of approximately $5 billion in stranded costs, other charges and related interest. Most of that amount was
recovered through the issuance of transition bonds by special purpose subsidiaries of CenterPoint Houston. The transition bonds
are repaid through charges imposed on customers in CenterPoint Houston’s service territory. As of December 31, 2013,
approximately $2.9 billion aggregate principal amount of transition bonds were outstanding.

Customers

CenterPoint Houston serves nearly all of the Houston/Galveston metropolitan area. At December 31, 2013, CenterPoint
Houston’s customers consisted of approximately 70 REPs, which sell electricity to over two million metered customers in
CenterPoint Houston’s certificated service area, and municipalities, electric cooperatives and other distribution companies located
outside CenterPoint Houston’s certificated service area. Each REP is licensed by, and must meet minimum creditworthiness criteria
established by, the Texas Utility Commission.

Sales to REPs that are affiliates of NRG Energy, Inc. (NRG) represented approximately 38%, 39% and 36% of CenterPoint
Houston’s transmission and distribution revenues in 2013, 2012 and 2011, respectively. Sales to REPs that are affiliates of Energy
Future Holdings Corp. (Energy Future Holdings) represented approximately 10%, 10% and 11% of CenterPoint Houston’s
transmission and distribution revenues in 2013, 2012 and 2011, respectively. CenterPoint Houston’s aggregate billed receivables
balance from REPs as of December 31, 2013 was $172 million. Approximately 38%, 8% and 8% of this amount was owed by
affiliates of NRG, Just Energy Group, Inc. and Energy Future Holdings, respectively. CenterPoint Houston does not have long-
term contracts with any of its customers. It operates using a continuous billing cycle, with meter readings being conducted and
invoices being distributed to REPs each business day.

Advanced Metering System and Distribution Grid Automation (Intelligent Grid)

In May 2012, CenterPoint Houston substantially completed the deployment of an advanced metering system (AMS), having
installed approximately 2.2 million smart meters. This technology should encourage greater energy conservation by giving Houston-
area electric consumers the ability to better monitor and manage their electric use and its cost in near real time. To recover the
cost of the AMS, the Texas Utility Commission approved a monthly surcharge payable by REPs, initially over 12 years. For the
first 24 months, which began in February 2009, the surcharge for residential customers was $3.24 per month. Beginning in
February 2011, the surcharge was reduced to $3.05 per month. In September 2011, the surcharge duration was reduced from 12
years to approximately six years for residential customers and approximately eight years for commercial customers. The surcharge
amounts and duration are subject to adjustment in future proceedings to reflect actual costs incurred and to address required changes
in scope. Please read “ – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity
and Capital Resources – Regulatory Matters – CenterPoint Houston.”

CenterPoint Houston is also pursuing deployment of an electric distribution grid automation strategy that involves the
implementation of an “Intelligent Grid” (IG) which would provide on-demand data and information about the status of facilities
on its system. Although this technology is still in the developmental stage, CenterPoint Houston believes it has the potential to
provide an improvement in grid planning, operations, maintenance and customer service for the CenterPoint Houston distribution
system. These improvements are expected to result in fewer and shorter outages, better customer service, improved operations
costs, improved security and more effective use of our workforce. We expect to include the costs of the deployment in future rate
proceedings before the Texas Utility Commission.

In October 2009, the U.S. Department of Energy (DOE) selected CenterPoint Houston for a $200 million grant to help fund
its AMS and IG projects. CenterPoint Houston received substantially all of the $200 million of grant funding from the DOE by
2011 and used $150 million of it to accelerate completion of its deployment of advanced meters to 2012, instead of 2014 as
originally scheduled. CenterPoint Houston estimates that capital expenditures of approximately $660 million for the installation
of the advanced meters and corresponding communication and data management systems were incurred over the advanced meter
deployment period. CenterPoint Houston is using the other $50 million from the grant for an initial deployment of an IG that
covers approximately 12% of its service territory. This initial deployment is expected to be completed in 2014. It is expected that
the capital portion of the IG project subject to partial funding by the DOE will cost approximately $140 million.

Competition

There are no other electric transmission and distribution utilities in CenterPoint Houston’s service area. In order for another
provider of transmission and distribution services to provide such services in CenterPoint Houston’s territory, it would be required
to obtain a certificate of convenience and necessity from the Texas Utility Commission and, depending on the location of the
facilities, may also be required to obtain franchises from one or more municipalities. We know of no other party intending to enter
this business in CenterPoint Houston’s service area at this time. Distributed generation (i.e., power generation located at or near
the point of consumption) could result in a reduction of demand for CenterPoint Houston’s electric distribution services but has
not been a significant factor to date.

Seasonality

A significant portion of CenterPoint Houston’s revenues is derived from rates that it collects from each REP based on the
amount of electricity it delivers on behalf of such REP. Thus, CenterPoint Houston’s revenues and results of operations are subject
to seasonality, weather conditions and other changes in electricity usage, with revenues generally being higher during the warmer
months.

Properties

All of CenterPoint Houston’s properties are located in Texas. Its properties consist primarily of high-voltage electric
transmission lines and poles, distribution lines, substations, service centers, service wires and meters. Most of CenterPoint Houston’s
transmission and distribution lines have been constructed over lands of others pursuant to easements or along public highways
and streets as permitted by law.

All real and tangible properties of CenterPoint Houston, subject to certain exclusions, are currently subject to:

•

the lien of a Mortgage and Deed of Trust (the Mortgage) dated November 1, 1944, as supplemented; and

the lien of a General Mortgage (the General Mortgage) dated October 10, 2002, as supplemented, which is junior to the
lien of the Mortgage.

As of December 31, 2013, CenterPoint Houston had approximately $1.9 billion aggregate principal amount of general
mortgage bonds outstanding under the General Mortgage, including (a) $290 million held in trust to secure pollution control bonds
that are not reflected in our consolidated financial statements because we are both the obligor on the bonds and the current owner
of the bonds, (b) approximately $118 million held in trust to secure pollution control bonds for which we are obligated and (c)
approximately $183 million held in trust to secure pollution control bonds for which CenterPoint Houston is obligated. Additionally,
as of December 31, 2013, CenterPoint Houston had approximately $102 million aggregate principal amount of first mortgage
bonds outstanding under the Mortgage. CenterPoint Houston may issue additional general mortgage bonds on the basis of retired
bonds, 70% of property additions or cash deposited with the trustee. Approximately $3.9 billion of additional first mortgage bonds
and general mortgage bonds in the aggregate could be issued on the basis of retired bonds and 70% of property additions as of
December 31, 2013. However, CenterPoint Houston has contractually agreed that it will not issue additional first mortgage bonds,
subject to certain exceptions.

Electric Lines - Overhead. As of December 31, 2013, CenterPoint Houston owned 28,113 pole miles of overhead distribution
lines and 3,703 circuit miles of overhead transmission lines, including 355 circuit miles operated at 69,000 volts, 2,132 circuit
miles operated at 138,000 volts and 1,216 circuit miles operated at 345,000 volts.

Electric Lines - Underground. As of December 31, 2013, CenterPoint Houston owned 21,763 circuit miles of underground
distribution lines and 26 circuit miles of underground transmission lines, including 2 circuit miles operated at 69,000 volts and 24
circuit miles operated at 138,000 volts.

Substations. As of December 31, 2013, CenterPoint Houston owned 234 major substation sites having a total installed rated

transformer capacity of 54,931 megavolt amperes.

Service Centers. CenterPoint Houston operates 14 regional service centers located on a total of 291 acres of land. These
service centers consist of office buildings, warehouses and repair facilities that are used in the business of transmitting and
distributing electricity.

Franchises

CenterPoint Houston holds non-exclusive franchises from the incorporated municipalities in its service territory. In exchange
for the payment of fees, these franchises give CenterPoint Houston the right to use the streets and public rights-of-way of these
municipalities to construct, operate and maintain its transmission and distribution system and to use that system to conduct its
electric delivery business and for other purposes that the franchises permit. The terms of the franchises, with various expiration
dates, typically range from 20 to 40 years.

Natural Gas Distribution

CERC Corp.’s natural gas distribution business (Gas Operations) engages in regulated intrastate natural gas sales to, and
natural gas transportation for, approximately 3.3 million residential, commercial and industrial customers in Arkansas, Louisiana,
Minnesota, Mississippi, Oklahoma and Texas. The largest metropolitan areas served in each state by Gas Operations are Houston,
Texas; Minneapolis, Minnesota; Little Rock, Arkansas; Shreveport, Louisiana; Biloxi, Mississippi; and Lawton, Oklahoma. In
2013, approximately 41% of Gas Operations’ total throughput was to residential customers and approximately 59% was to
commercial and industrial customers.

The table below reflects the number of natural gas distribution customers by state as of December 31, 2013:

Arkansas ...............................................................................................
Louisiana...............................................................................................
Minnesota .............................................................................................
Mississippi ............................................................................................
Oklahoma..............................................................................................
Texas.....................................................................................................
Total Gas Operations ............................................................................

Residential
383,454
231,508
754,575
111,016
91,582
1,518,831
3,090,966

Commercial/
Industrial

48,323
17,182
68,498
12,585
10,798
89,714
247,100

Total
Customers
431,777
248,690
823,073
123,601
102,380
1,608,545
3,338,066

Gas Operations also provides unregulated services in Minnesota consisting of residential appliance repair and maintenance

services along with heating, ventilating and air conditioning (HVAC) equipment sales.

The demand for intrastate natural gas sales to residential customers and natural gas sales and transportation for commercial
and industrial customers is seasonal. In 2013, approximately 68% of the total throughput of Gas Operations’ business occurred in
the first and fourth quarters. These patterns reflect the higher demand for natural gas for heating purposes during those periods.

Supply and Transportation. In 2013, Gas Operations purchased virtually all of its natural gas supply pursuant to contracts
with remaining terms varying from a few months to four years. Major suppliers in 2013 included BP Energy Company/BP Canada
Energy Marketing (16.2% of supply volumes), Cargill, Inc. (13.2%), Tenaska Marketing Ventures (10.5%), Kinder Morgan Tejas
Pipeline/Kinder Morgan Texas Pipeline (8.1%), Shell Energy North America (7.8%), Sequent Energy Management (4.5%), Conoco
Inc. (4.0%), Mieco Inc. (3.4%), Renaissance (2.7%), and Laclede Energy Resources (2.5%). Numerous other suppliers provided
the remaining 27.1% of Gas Operations’ natural gas supply requirements. Gas Operations transports its natural gas supplies through
various intrastate and interstate pipelines, including those owned by our other subsidiaries, under contracts with remaining terms,
including extensions, varying from one to ten years. Gas Operations anticipates that these gas supply and transportation contracts
will be renewed or replaced prior to their expiration.

Gas Operations actively engages in commodity price stabilization pursuant to annual gas supply plans presented to and/or
filed with each of its state regulatory authorities. These price stabilization activities include use of storage gas and contractually
establishing structured prices (e.g., fixed price, costless collars and caps) with our physical gas suppliers. Its gas supply plans
generally call for 50-75% of winter supplies to be stabilized in some fashion.

The regulations of the states in which Gas Operations operates allow it to pass through changes in the cost of natural gas,
including savings and costs of financial derivatives associated with the index-priced physical supply, to its customers under
purchased gas adjustment provisions in its tariffs. Depending upon the jurisdiction, the purchased gas adjustment factors are
updated periodically, ranging from monthly to semi-annually. The changes in the cost of gas billed to customers are subject to
review by the applicable regulatory bodies.

Gas Operations uses various third-party storage services or owned natural gas storage facilities to meet peak-day requirements
and to manage the daily changes in demand due to changes in weather and may also supplement contracted supplies and storage
from time to time with stored liquefied natural gas and propane-air plant production.

Gas Operations owns and operates an underground natural gas storage facility with a capacity of 7.0 billion cubic feet (Bcf).
It has a working capacity of 2.0 Bcf available for use during the heating season and a maximum daily withdrawal rate of 50 million
cubic feet (MMcf). It also owns eight propane-air plants with a total production rate of 180,000 Dekatherms (DTH) per day and
on-site storage facilities for 12 million gallons of propane (1.0 Bcf natural gas equivalent). It owns a liquefied natural gas plant

facility with a 12 million-gallon liquefied natural gas storage tank (1.0 Bcf natural gas equivalent) and a production rate of
72,000 DTH per day.

On an ongoing basis, Gas Operations enters into contracts to provide sufficient supplies and pipeline capacity to meet its
customer requirements. However, it is possible for limited service disruptions to occur from time to time due to weather conditions,
transportation constraints and other events. As a result of these factors, supplies of natural gas may become unavailable from time
to time, or prices may increase rapidly in response to temporary supply constraints or other factors.

Gas Operations has entered into various asset management agreements associated with its utility distribution service in
Arkansas, Louisiana, Mississippi, Oklahoma and Texas. Generally, these asset management agreements are contracts between
Gas Operations and an asset manager that are intended to transfer the working capital obligation and maximize the utilization of
the assets. In these agreements, Gas Operations agreed to release transportation and storage capacity to other parties to manage
gas storage, supply and delivery arrangements for Gas Operations and to use the released capacity for other purposes when it is
not needed for Gas Operations. Gas Operations is compensated by the asset manager through payments made over the life of the
agreements based in part on the results of the asset optimization. Gas Operations has received approval from the state regulatory
commissions in Arkansas, Louisiana, Mississippi and Oklahoma to retain a share of the asset management agreement proceeds.
The agreements have varying terms, the longest of which expires in 2016.

Assets

As of December 31, 2013, Gas Operations owned approximately 73,000 linear miles of natural gas distribution mains, varying
in size from one-half inch to 24 inches in diameter. Generally, in each of the cities, towns and rural areas served by Gas Operations,
it owns the underground gas mains and service lines, metering and regulating equipment located on customers’ premises and the
district regulating equipment necessary for pressure maintenance. With a few exceptions, the measuring stations at which Gas
Operations receives gas are owned, operated and maintained by others, and its distribution facilities begin at the outlet of the
measuring equipment. These facilities, including odorizing equipment, are usually located on land owned by suppliers.

Competition

Gas Operations competes primarily with alternate energy sources such as electricity and other fuel sources. In some areas,
intrastate pipelines, other gas distributors and marketers also compete directly for gas sales to end-users. In addition, as a result
of federal regulations affecting interstate pipelines, natural gas marketers operating on these pipelines may be able to bypass Gas
Operations’ facilities and market and sell and/or transport natural gas directly to commercial and industrial customers.

Energy Services

CERC offers variable and fixed-priced physical natural gas supplies primarily to commercial and industrial customers and
electric and gas utilities through CenterPoint Energy Services, Inc. (CES) and its subsidiary, CenterPoint Energy Intrastate Pipelines,
LLC (CEIP).

In 2013, CES marketed approximately 600 Bcf of natural gas, related energy services and transportation to approximately
17,500 customers (including approximately 6 Bcf to affiliates) in 21 states. Not included in the 2013 customer count are
approximately 8,800 natural gas customers that are served under residential and small commercial choice programs invoiced by
their host utility. CES customers vary in size from small commercial customers to large utility companies in the central and eastern
regions of the United States.

CES offers a variety of natural gas management services to gas utilities, large industrial customers, electric generators, smaller
commercial and industrial customers, municipalities, educational institutions and hospitals. These services include load forecasting,
supply acquisition, daily swing volume management, invoice consolidation, storage asset management, firm and interruptible
transportation administration and forward price management. CES also offers a portfolio of physical delivery services and financial
products designed to meet customers’ supply and price risk management needs. These customers are served directly, through
interconnects with various interstate and intrastate pipeline companies, and portably, through our mobile energy solutions business.

In addition to offering natural gas management services, CES procures and optimizes transportation and storage assets. CES
currently transports natural gas on 47 interstate and intrastate pipelines within states located throughout the central and eastern
United States. CES maintains a portfolio of natural gas supply contracts and firm transportation and storage agreements to meet
the natural gas requirements of its customers. CES aggregates supply from various producing regions and offers contracts to buy
natural gas with terms ranging from one month to over five years. In addition, CES actively participates in the spot natural gas

markets in an effort to balance daily and monthly purchases and sales obligations. Natural gas supply and transportation capabilities
are leveraged through contracts for ancillary services including physical storage and other balancing arrangements.

As described above, CES offers its customers a variety of load following services. In providing these services, CES uses its
customers’ purchase commitments to forecast and arrange its own supply purchases, storage and transportation services to serve
customers’ natural gas requirements. As a result of the variance between this forecast activity and the actual monthly activity, CES
will either have too much supply or too little supply relative to its customers’ purchase commitments. These supply imbalances
arise each month as customers’ natural gas requirements are scheduled and corresponding natural gas supplies are nominated by
CES for delivery to those customers. CES’ processes and risk control environment are designed to measure and value imbalances
on a real-time basis to ensure that CES’ exposure to commodity price risk is kept to a minimum. The value assigned to these
imbalances is calculated daily and is known as the aggregate Value at Risk (VaR).

Our risk control policy, which is overseen by our Risk Oversight Committee, defines authorized and prohibited trading
instruments and trading limits. CES is a physical marketer of natural gas and uses a variety of tools, including pipeline and storage
capacity, financial instruments and physical commodity purchase contracts, to support its sales. The CES business optimizes its
use of these various tools to minimize its supply costs and does not engage in proprietary or speculative commodity trading. The
VaR limit within which CES currently operates, a $4 million maximum, is consistent with CES’ operational objective of matching
its aggregate sales obligations (including the swing associated with load following services) with its supply portfolio in a manner
that minimizes its total cost of supply. In 2013, CES’ VaR averaged $0.2 million with a high of $0.7 million.

Assets

CEIP owns and operates approximately 235 miles of intrastate pipeline in Louisiana and Texas and contracts out approximately
2.3 Bcf of storage at its Pierce Junction facility in Texas under long-term leases. In addition, CES leases transportation capacity
on various interstate and intrastate pipelines and storage to service its shippers and end-users.

Competition

CES competes with regional and national wholesale and retail gas marketers, including the marketing divisions of natural gas

producers and utilities. In addition, CES competes with intrastate pipelines for customers and services in its market areas.

Midstream Investments

Our investment in Enable is accounted for on an equity basis. Equity earnings associated with CenterPoint Energy’s interest
in Enable and equity earnings associated with CenterPoint Energy’s 25.05% interest in Southeast Supply Header, LLC (SESH)
are reported under the Midstream Investments segment.

Enable. Enable’s assets and operations are organized into two business segments: (i) gathering and processing, which primarily
provides natural gas gathering, processing and fractionation services and crude oil gathering for its producer customers, and (ii)
transportation and storage, which provides interstate and intrastate natural gas pipeline transportation and storage service to natural
gas producers, utilities and industrial customers.

Enable’s natural gas gathering and processing assets are located in four states and serve natural gas production from shale
developments in the Anadarko, Arkoma and Ark-La-Tex basins. Enable also owns an emerging crude oil gathering business in the
Bakken shale formation that commenced initial operations in November 2013. Enable’s natural gas transportation and storage
assets extend from western Oklahoma and the Texas Panhandle to Alabama and from Louisiana to Illinois.

As of December 31, 2013, Enable’s assets included approximately 11,000 miles of gathering pipelines, 12 major processing
plants with approximately 2.1 Bcf/d of processing capacity, approximately 7,900 miles of interstate pipelines (including SESH),
approximately 2,300 miles of intrastate pipelines and eight storage facilities comprising 86.5 Bcf of storage capacity.

Enable’s Gathering and Processing segment. Enable provides gathering, processing, treating, compression, dehydration and
natural gas liquids (NGL) fractionation for natural gas producers. Six of Enable’s processing plants in the Anadarko basin are
interconnected via its large-diameter, rich gas gathering system in western Oklahoma, which spans 18 counties and has
approximately 1.2 Bcf/d of processing capacity. Enable refers to this system as its “super-header” system. Enable has configured
this system to optimize the flow of natural gas and the utilization of the processing plants connected to it. Enable has made
investments to expand the super-header system, including its newest plant located in Custer County, Oklahoma (the McClure
Plant) that was placed in service in December 2013. The McClure Plant increased Enable’s natural gas processing capacity in the
basin by over 15%, providing an additional 200 MMcf/d of natural gas processing capacity. Enable expects to continue to grow
the capacity of the super-header system through the planned addition of another new cryogenic processing plant and related
gathering pipelines. The new plant, which will be located in Grady County, Oklahoma (the Bradley plant), will provide an additional
200 MMcf/d of processing capacity and is expected to be completed in the first quarter of 2015.

Enable’s gathering and processing systems compete with gatherers and processors of all types and sizes, including those
affiliated with various producers, other major pipeline companies and various independent midstream entities. Enable’s primary
competitors are master limited partnerships who are active in the regions where it operates. In the process of selling NGLs, Enable
competes against other natural gas processors extracting and selling NGLs.

Enable’s Transportation and Storage segment. Enable’s natural gas transportation and storage business segment consists of
its interstate pipelines, its intrastate pipelines and its storage assets. Enable provides pipeline takeaway capacity for natural gas
producers from supply basins to market hubs and critical natural gas supply for industrial end users and utilities, such as local
distribution companies (LDCs) and power generators. Enable’s interstate pipeline system, including SESH, includes approximately
7,900 miles of transportation pipelines and extends from western Oklahoma and the Texas Panhandle to Alabama and from
Louisiana to Illinois. Enable’s eight storage facilities in Oklahoma, Louisiana and Illinois have 86.5 Bcf of storage capacity.

Enable generates revenue primarily by charging demand fees pursuant to applicable tariffs for the transportation and storage

of natural gas on its system.

Enable’s interstate pipelines compete with other interstate and intrastate pipelines. The principal elements of competition

among pipelines are rates, terms of service, and flexibility and reliability of service.

SESH. CenterPoint Southeastern Pipelines Holding, LLC, a wholly owned subsidiary of CERC, owned a 25.05% interest in
SESH as of December 31, 2013. SESH owns a 1.0 Bcf per day, 274-mile interstate pipeline that runs from the Perryville Hub in
Louisiana to Coden, Alabama. The pipeline was placed into service in the third quarter of 2008. The rates charged by SESH for
interstate transportation services are regulated by the FERC.

On May 1, 2013, CenterPoint Energy contributed a 24.95% interest in SESH to Enable. CERC has certain put rights, and
Enable has certain call rights, exercisable with respect to the 25.05% interest in SESH retained by CERC, under which CERC
would contribute its retained interest in SESH, in exchange for a specified number of limited partner units in Enable and a cash
payment, payable either from CERC to Enable or from Enable to CERC, for changes in the value of SESH. Affiliates of Spectra
Energy Corp own the remaining 50% interest in SESH.

Other Operations

Our Other Operations business segment includes office buildings and other real estate used in our business operations and

other corporate operations that support all of our business operations.

Financial Information About Segments

For financial information about our segments, see Note 17 to our consolidated financial statements, which note is incorporated

herein by reference.

We are subject to regulation by various federal, state and local governmental agencies, including the regulations described

REGULATION

below.

Federal Energy Regulatory Commission

The FERC has jurisdiction under the Natural Gas Act and the Natural Gas Policy Act of 1978, as amended, to regulate the
transportation of natural gas in interstate commerce and natural gas sales for resale in interstate commerce that are not first sales.
The FERC regulates, among other things, the construction of pipeline and related facilities used in the transportation and storage
of natural gas in interstate commerce, including the extension, expansion or abandonment of these facilities. The FERC has
authority to prohibit market manipulation in connection with FERC-regulated transactions and to impose significant civil and
criminal penalties for statutory violations and violations of the FERC’s rules or orders. Our Energy Services business segment
markets natural gas in interstate commerce pursuant to blanket authority granted by the FERC.

CenterPoint Houston is not a “public utility” under the Federal Power Act and, therefore, is not generally regulated by the
FERC, although certain of its transactions are subject to limited FERC jurisdiction. The FERC has certain responsibilities with
respect to ensuring the reliability of electric transmission service, including transmission facilities owned by CenterPoint Houston
and other utilities within ERCOT. The FERC has designated the NERC as the Electric Reliability Organization (ERO) to promulgate
standards, under FERC oversight, for all owners, operators and users of the bulk power system (Electric Entities). The ERO and
the FERC have authority to (a) impose fines and other sanctions on Electric Entities that fail to comply with approved standards
and (b) audit compliance with approved standards. The FERC has approved the delegation by the NERC of authority for reliability
in ERCOT to the TRE. CenterPoint Houston does not anticipate that the reliability standards proposed by the NERC and approved
by the FERC will have a material adverse impact on its operations. To the extent that CenterPoint Houston is required to make
additional expenditures to comply with these standards, it is anticipated that CenterPoint Houston will seek to recover those costs
through the transmission charges that are imposed on all distribution service providers within ERCOT for electric transmission
provided.

As a public utility holding company, under the Public Utility Holding Company Act of 2005, we and our subsidiaries are
subject to reporting and accounting requirements and are required to maintain certain books and records and make them available
for review by the FERC and state regulatory authorities in certain circumstances.

State and Local Regulation – Electric Transmission & Distribution

CenterPoint Houston conducts its operations pursuant to a certificate of convenience and necessity issued by the Texas Utility
Commission that covers its present service area and facilities. The Texas Utility Commission and municipalities have the authority
to set the rates and terms of service provided by CenterPoint Houston under cost-of-service rate regulation. CenterPoint Houston
holds non-exclusive franchises from the incorporated municipalities in its service territory. In exchange for payment of fees, these
franchises give CenterPoint Houston the right to use the streets and public rights-of-way of these municipalities to construct,
operate and maintain its transmission and distribution system and to use that system to conduct its electric delivery business and
for other purposes that the franchises permit. The terms of the franchises, with various expiration dates, typically range from 20
to 40 years.

CenterPoint Houston’s distribution rates charged to REPs for residential customers are primarily based on amounts of energy
delivered, whereas distribution rates for a majority of commercial and industrial customers are primarily based on peak demand.
All REPs in CenterPoint Houston’s service area pay the same rates and other charges for transmission and distribution services.
This regulated delivery charge includes the transmission and distribution rate (which includes municipal franchise fees), a nuclear
decommissioning charge associated with decommissioning the South Texas nuclear generating facility, an energy efficiency cost
recovery charge, a surcharge related to the implementation of AMS and charges associated with securitization of regulatory assets,
stranded costs and restoration costs relating to Hurricane Ike. Transmission rates charged to distribution companies are based on
amounts of energy transmitted under “postage stamp” rates that do not vary with the distance the energy is being transmitted. All
distribution companies in ERCOT pay CenterPoint Houston the same rates and other charges for transmission services.

For a discussion of certain of CenterPoint Houston’s ongoing regulatory proceedings, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters —
CenterPoint Houston” in Item 7 of Part II of this report, which discussion is incorporated herein by reference.

State and Local Regulation – Natural Gas Distribution

In almost all communities in which Gas Operations provides natural gas distribution services, it operates under franchises,
certificates or licenses obtained from state and local authorities. The original terms of the franchises, with various expiration dates,
typically range from 10 to 30 years, although franchises in Arkansas are perpetual. Gas Operations expects to be able to renew
expiring franchises. In most cases, franchises to provide natural gas utility services are not exclusive.

Substantially all of Gas Operations is subject to cost-of-service rate regulation by the relevant state public utility commissions
and, in Texas, by the Railroad Commission of Texas (Railroad Commission) and those municipalities served by Gas Operations
that have retained original jurisdiction. In certain of its jurisdictions, Gas Operations has in effect annual rate adjustment
mechanisms that provide for changes in rates dependent upon certain changes in invested capital, earned returns on equity or actual
margins realized.

For a discussion of certain of Gas Operations’ ongoing regulatory proceedings, see “Management’s Discussion and Analysis
of Financial Condition and Results of Operations — Liquidity and Capital Resources — Regulatory Matters — Gas Operations”
in Item 7 of Part II of this report, which discussion is incorporated herein by reference.

Department of Transportation

In December 2006, Congress enacted the Pipeline Inspection, Protection, Enforcement and Safety Act of 2006 (2006 Act),
which reauthorized the programs adopted under the Pipeline Safety Improvement Act of 2002 (2002 Act). These programs included
several requirements related to ensuring pipeline safety, and a requirement to assess the integrity of pipeline transmission facilities
in areas of high population concentration.

Pursuant to the 2006 Act, the Pipeline and Hazardous Materials Safety Administration (PHMSA) at the Department of
Transportation (DOT) issued regulations, effective February 12, 2010, requiring operators of gas distribution pipelines to develop
and implement integrity management programs similar to those required for gas transmission pipelines, but tailored to reflect the
differences in distribution pipelines. Operators of natural gas distribution systems were required to write and implement their
integrity management programs by August 2, 2011. Our natural gas distribution systems met this deadline.

Pursuant to the 2002 Act and the 2006 Act, PHMSA has adopted a number of rules concerning, among other things,
distinguishing between gathering lines and transmission facilities, requiring certain design and construction features in new and
replaced lines to reduce corrosion and requiring pipeline operators to amend existing written operations and maintenance procedures
and operator qualification programs. PHMSA also updated its reporting requirements for natural gas pipelines effective January
1, 2011.

In December 2011, Congress passed the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (2011 Act). This
act increases the maximum civil penalties for pipeline safety administrative enforcement actions; requires the DOT to study and
report on the expansion of integrity management requirements and the sufficiency of existing gathering line regulations to ensure
safety; requires pipeline operators to verify their records on maximum allowable operating pressure; and imposes new emergency
response and incident notification requirements.

We anticipate that compliance with PHMSA’s regulations, performance of the remediation activities by CERC’s natural gas
distribution companies and verification of records on maximum allowable operating pressure will require increases in both capital
expenditures and operating costs. The level of expenditures will depend upon several factors, including age, location and operating
pressures of the facilities. In particular, the cost of compliance with DOT’s integrity management rules will depend on integrity
testing and the repairs found to be necessary by such testing. Changes to the amount of pipe subject to integrity management,
whether by expansion of the definition of the type of areas subject to integrity management procedures or of the applicability of
such procedures outside of those defined areas, may also affect the costs we incur. Implementation of the 2011 Act by PHMSA
may result in other regulations or the reinterpretation of existing regulations that could impact our compliance costs. In addition,
we may be subject to DOT’s enforcement actions and penalties if we fail to comply with pipeline regulations. Please also see the
discussion under “— Midstream Investments — Safety and Health Regulation” below.

Midstream Investments - Rate and Other Regulation

Federal, state, and local regulation of pipeline gathering and transportation services may affect certain aspects of Enable’s

business and the market for its products and services.

Interstate Natural Gas Pipeline Regulation

Enable’s interstate pipeline systems — EGT, MRT and SESH — are subject to regulation by FERC under the Natural Gas
Act of 1938 (NGA) and are considered natural gas companies. Natural gas companies may not charge rates that have been
determined to be unjust or unreasonable by the FERC. In addition, the FERC prohibits natural gas companies from unduly preferring
or unreasonably discriminating against any person with respect to pipeline rates or terms and conditions of service. Under the
NGA, the rates for service on Enable’s interstate facilities must be just and reasonable and not unduly discriminatory. Generally,
the maximum filed recourse rates for interstate pipelines are based on the pipeline’s cost of service including recovery of and a
return on the pipeline’s actual prudent investment cost. Key determinants in the ratemaking process are costs of providing service,
allowed rate of return, volume throughput and contractual capacity commitment assumptions. Enable’s interstate pipelines business
operations may be affected by changes in the demand for natural gas, the available supply and relative price of natural gas in the
Mid-continent and Gulf Coast natural gas supply regions and general economic conditions. Tariff changes can only be implemented
upon approval by the FERC.

Market Behavior Rules; Posting and Reporting Requirements

On August 8, 2005, Congress enacted the Energy Policy Act of 2005 (EPAct of 2005). Among other matters, the EPAct of
2005 amended the NGA to add an anti-manipulation provision that makes it unlawful for any entity to engage in prohibited behavior
in contravention of rules and regulation to be prescribed by the FERC and, furthermore, provides the FERC with additional civil
penalty authority. On January 19, 2006, the FERC issued Order No. 670, a rule implementing the anti-manipulation provisions of
the EPAct of 2005. The rules make it unlawful for any entity, directly or indirectly in connection with the purchase or sale of
natural gas subject to the jurisdiction of the FERC or the purchase or sale of transportation services subject to the jurisdiction of
the FERC, to (1) use or employ any device, scheme or artifice to defraud; (2) to make any untrue statement of material fact or
omit to make any such statement necessary to make the statements not misleading; or (3) to engage in any act or practice that
operates as a fraud or deceit upon any person. The EPAct of 2005 also amends the NGA and the Natural Gas Policy Act of 1978
(NGPA) to give the FERC authority to impose civil penalties for violations of these statutes and FERC’s regulations, rules, and
orders, up to $1 million per day per violation for violations occurring after August 8, 2005. Should Enable fail to comply with all
applicable FERC-administered statutes, rules, regulations and orders, it could be subject to substantial penalties and fines. In
addition, the Commodity Futures Trading Commission (CFTC) is directed under the Commodities Exchange Act (CEA) to prevent
price manipulations for the commodity and futures markets, including the energy futures markets. Pursuant to the Dodd-Frank
Act and other authority, the CFTC has adopted anti-market manipulation regulations that prohibit fraud and price manipulation
in the commodity and futures markets. The CFTC also has statutory authority to seek civil penalties of up to the greater of $1
million or triple the monetary gain to the violator for violations of the anti-market manipulation sections of the CEA.

Intrastate Natural Gas Pipeline and Storage Regulation

Enable’s transmission lines are subject to state regulation of rates and terms of service. In Oklahoma, its intrastate pipeline
system is subject to regulation by the Oklahoma Corporation Commission. Oklahoma has a non-discriminatory access requirement,
which is subject to a complaint-based review. In Illinois, Enable’s intrastate pipeline system is subject to regulation by the Illinois
Commerce Commission.

Intrastate natural gas transportation is largely regulated by the state in which the transportation takes place. An intrastate
natural gas pipeline system may transport natural gas in interstate commerce provided that the rates, terms, and conditions of such
transportation service comply with FERC regulation and Section 311 of the NGPA and Part 284 of the FERC’s regulations. The
NGPA regulates, among other things, the provision of transportation and storage services by an intrastate natural gas pipeline on
behalf of an interstate natural gas pipeline or a LDC served by an interstate natural gas pipeline. Under Section 311, rates charged
for transportation must be fair and equitable, and amounts collected in excess of fair and equitable rates are subject to refund with
interest. The rates under Section 311 are maximum rates and Enable may negotiate contractual rates at or below such maximum
rates. Rates for service pursuant to Section 311 of the NGPA are generally subject to review and approval by FERC at least once
every five years. Should the FERC determine not to authorize rates equal to or greater than Enable’s currently approved Section 311
rates, its business may be adversely affected.

Failure to observe the service limitations applicable to transportation services provided under Section 311, failure to comply
with the rates approved by FERC for Section 311 service, or failure to comply with the terms and conditions of service established
in the pipeline’s FERC-approved Statement of Operating Conditions could result in the assertion of federal NGA jurisdiction by

FERC and/or the imposition of administrative, civil and criminal penalties, as described under “— Interstate Natural Gas Pipeline
Regulation” above.

Natural Gas Gathering Pipeline Regulation

Section 1(b) of the NGA exempts natural gas gathering facilities from the jurisdiction of the FERC. Although the FERC has
not made formal determinations with respect to all of the facilities Enable considers to be gathering facilities, it believes that its
natural gas pipelines meet the traditional tests that the FERC has used to determine that a pipeline is a gathering pipeline and is
therefore not subject to FERC jurisdiction. The distinction between FERC-regulated transmission services and federally unregulated
gathering services, however, has been the subject of substantial litigation, and the FERC determines whether facilities are gathering
facilities on a case-by-case basis, so the classification and regulation of Enable’s gathering facilities is subject to change based on
future determinations by the FERC, the courts or Congress. If the FERC were to consider the status of an individual facility and
determine that the facility and/or services provided by it are not exempt from FERC regulation under the NGA and that the facility
provides interstate service, the rates for, and terms and conditions of, services provided by such facility would be subject to
regulation by the FERC under the NGA or the NGPA. Such regulation could decrease revenue, increase operating costs, and,
depending upon the facility in question, could adversely affect Enable’s results of operations and cash flows. In addition, if any
of Enable’s facilities were found to have provided services or otherwise operated in violation of the NGA or NGPA, this could
result in the imposition of civil penalties as well as a requirement to disgorge charges collected for such service in excess of the
rate established by the FERC.

States may regulate gathering pipelines. State regulation of gathering facilities generally includes various safety, environmental
and, in some circumstances, requirements prohibiting undue discrimination, and in some instances complaint-based rate regulation.
Enable’s gathering operations may be subject to ratable take and common purchaser statutes in the states in which they operate.
These statutes are designed to prohibit discrimination in favor of one producer over another producer or one source of supply over
another source of supply and have the effect of restricting Enable’s right as an owner of gathering facilities to decide with whom
it contracts to purchase or transport natural gas.

Enable’s gathering operations could be adversely affected should they be subject in the future to the application of state or
federal regulation of rates and services. Enable’s gathering operations could also be subject to additional safety and operational
regulations relating to the design, construction, testing, operation, replacement and maintenance of gathering facilities. Additional
rules and legislation pertaining to these matters are considered or adopted from time to time. We cannot predict what effect, if any,
such changes might have on Enable’s operations, but the industry could be required to incur additional capital expenditures and
increased costs depending on future legislative and regulatory changes.

Crude Oil Gathering Regulation

Enable provides interstate transportation on its crude oil gathering system in North Dakota pursuant to a public tariff in
accordance with FERC regulatory requirements. Crude oil gathering pipelines that provide interstate transportation service may
be regulated as a common carrier by the FERC under the Interstate Commerce Act (ICA), the Energy Policy Act of 1992, and the
rules and regulations promulgated under those laws. The ICA and FERC regulations require that rates for interstate service pipelines
that transport crude oil and refined petroleum products (collectively referred to as “petroleum pipelines”) and certain other liquids,
be just and reasonable and are to be non-discriminatory or not confer any undue preference upon any shipper. FERC regulations
also require interstate common carrier petroleum pipelines to file with the FERC and publicly post tariffs stating their interstate
transportation rates and terms and conditions of service. Under the ICA, the FERC or interested persons may challenge existing
or changed rates or services. The FERC is authorized to investigate such charges and may suspend the effectiveness of a new rate
for up to seven months. A successful rate challenge could result in a common carrier paying refunds together with interest for the
period that the rate was in effect. The FERC may also order a pipeline to change its rates, and may require a common carrier to
pay shippers reparations for damages sustained for a period up to two years prior to the filing of a complaint.

For some time now, the FERC has been issuing regulatory assurances that necessarily balance the anti-discrimination and
undue preference requirements of common carriage with the expectations of investors in new and expanding petroleum pipelines.
There is an inherent tension between the requirements imposed upon a common carrier and the need for owners of petroleum
pipelines to be able to enter into long-term, firm contracts with shippers willing to make the commitments which underpin such
large capital investments. The FERC’s solution has been to allow carriers to hold an “open season” prior to the in-service date of
pipeline, during which time interested shippers can make commitments to the proposed pipeline project. Throughput commitments
from interested shippers during an open season can be for firm service or for non-firm service. Typically, such an open season is
for a 30-day period, must be publicly announced, and culminates in interested parties entering into transportation agreements with
the carrier. Under FERC precedent, a carrier typically may reserve up to 90% of available capacity for the provision of firm service
to shippers making a commitment. At least 10% of capacity ordinarily is reserved for “walk-up” shippers.

Midstream Investments - Safety and Health Regulation

Certain of Enable’s facilities are subject to pipeline safety regulations. PHMSA regulates safety requirements in the design,
construction, operation and maintenance of jurisdictional natural gas and hazardous liquid pipeline facilities. All natural gas
transmission facilities, such as Enable’s interstate natural gas pipelines, are subject to PHMSA’s pipeline safety regulations, but
natural gas gathering pipelines are subject to the pipeline safety regulations only to the extent they are classified as regulated
gathering pipelines. In addition, several NGL pipeline facilities and crude oil pipeline facilities are regulated as hazardous liquids
pipelines. Pursuant to various federal statutes, including the Natural Gas Pipeline Safety Act of 1968 (NGPSA) the DOT, through
PHMSA, regulates pipeline safety and integrity. NGL and crude oil pipelines are subject to regulation by PHMSA under the HLPSA
which requires PHMSA to develop, prescribe, and enforce minimum federal safety standards for the transportation of hazardous
liquids by pipeline, and comparable state statutes with respect to design, installation, testing, construction, operation, replacement
and management of pipeline facilities. PHMSA has developed regulations that require natural gas pipeline operators to implement
integrity management programs, including more frequent inspections and other measures to ensure pipeline safety in high
consequence areas (HCAs). Although many of Enable’s pipeline facilities fall within a class that is currently not subject to these
integrity management requirements, Enable may incur significant costs and liabilities associated with repair, remediation,
preventive or mitigating measures associated with its non-exempt pipelines. Additionally, should Enable fail to comply with DOT
or comparable state regulations, it could be subject to penalties and fines. If future DOT pipeline integrity management regulations
were to require that Enable expand its integrity managements program to currently unregulated pipelines, including gathering
lines, its costs associated with compliance may have a material effect on its operations.

ENVIRONMENTAL MATTERS

Our operations and the operations of Enable are subject to stringent and complex laws and regulations pertaining to health,
safety and the environment. As an owner or operator of natural gas distribution systems, and electric transmission and distribution
systems, we must comply with these laws and regulations at the federal, state and local levels. These laws and regulations can
restrict or impact our business activities in many ways, such as:

•

restricting the way we can handle or dispose of wastes;

limiting or prohibiting construction activities in sensitive areas such as wetlands, coastal regions or areas inhabited by
endangered species;

requiring remedial action to mitigate environmental conditions caused by our operations or attributable to former
operations;

enjoining the operations of facilities deemed in non-compliance with permits issued pursuant to such environmental laws
and regulations; and

•

impacting the demand for our services by directly or indirectly affecting the use or price of natural gas.

In order to comply with these requirements, we may need to spend substantial amounts and devote other resources from time

to time to, among other activities:

•

construct or acquire new equipment;

acquire permits for facility operations;

• modify, upgrade or replace existing and proposed equipment; and

•

clean up or decommission waste disposal areas, fuel storage and management facilities and other locations and facilities.

Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement
measures, including the assessment of monetary penalties, the imposition of remedial actions and the issuance of orders enjoining
future operations. Certain environmental statutes impose strict, joint and several liability for costs required to clean up and restore
sites where hazardous substances have been disposed or otherwise released. Moreover, it is not uncommon for neighboring
landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of
hazardous substances or other waste products into the environment.

The recent trend in environmental regulation has been to place more restrictions and limitations on activities that may affect
the environment, and thus there can be no assurance as to the amount or timing of future expenditures for environmental compliance
or remediation, and actual future expenditures may be different from the amounts we currently anticipate. We try to anticipate
future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental
laws and regulations and to ensure the costs of such compliance are reasonable.

Based on current regulatory requirements and interpretations, we do not believe that compliance with federal, state or local
environmental laws and regulations will have a material adverse effect on our business, financial position, results of operations
or cash flows. In addition, we believe that our current environmental remediation activities will not materially interrupt or diminish
our operational ability. We cannot assure you, however, that future events, such as changes in existing laws, the promulgation of
new laws, or the development or discovery of new facts or conditions will not cause us to incur significant costs. The following
is a discussion of all material current environmental and safety laws and regulations that relate to our operations. We believe that
we are in substantial compliance with all of these environmental laws and regulations.

Global Climate Change

In recent years, there has been increasing public debate regarding the potential impact on global climate change by various
“greenhouse gases” (GHGs) such as carbon dioxide, a byproduct of burning fossil fuels, and methane, the principal component
of the natural gas that we transport and deliver to customers. The United States Congress has, from time to time, considered
adopting legislation to reduce emissions of GHGs, and there has been a wide-ranging policy debate, both nationally and
internationally, regarding the impact of these gases and possible means for their regulation. Some of the proposals would require
industrial sources to meet stringent new standards that would require substantial reductions in carbon emissions. In addition,
efforts have been made and continue to be made in the international community toward the adoption of international treaties or
protocols that would address global climate change issues. Following a finding by the U.S. Environmental Protection Agency
(EPA) that certain GHGs represent an endangerment to human health, the EPA adopted two sets of rules regulating GHG emissions
under the Clean Air Act. One requires a reduction in emissions of GHGs from motor vehicles beginning January 2, 2011. The
other regulates emissions of GHGs from certain large stationary sources under the Clean Air Act’s Prevention of Significant
Deterioration and Title V programs, commencing when the motor vehicle standards took effect on January 2, 2011. Also, the EPA
adopted its “Mandatory Reporting of Greenhouse Gases Rule” that requires the annual calculation and reporting of GHG emissions
from natural gas transmission, gathering, processing and distribution systems and electric distribution systems that emit 25,000
metric tons or more of CO2 equivalent per year. These additional reporting requirements began in 2012 and we are currently in
compliance. These permitting and reporting requirements could lead to further regulation of GHGs by the EPA.

Although the adoption of new legislation is uncertain, action by the EPA to impose new standards and reporting requirements
regarding GHG emissions continues. In addition, many states and regions of the United States have begun to regulate GHGs.
CERC’s revenues, operating costs and capital requirements could be adversely affected as a result of any regulatory action that
would require installation of new control technologies or a modification of its operations or would have the effect of reducing the
consumption of natural gas. Our electric transmission and distribution business, in contrast to some electric utilities, does not
generate electricity and thus is not directly exposed to the risk of high capital costs and regulatory uncertainties that face electric
utilities that burn fossil fuels to generate electricity. Nevertheless, CenterPoint Houston’s revenues could be adversely affected
to the extent any resulting regulatory action has the effect of reducing consumption of electricity by ultimate consumers within
its service territory. Likewise, incentives to conserve energy or use energy sources other than natural gas could result in a decrease
in demand for our services. Conversely, regulatory actions that effectively promote the consumption of natural gas because of its
lower emissions characteristics would be expected to beneficially affect CERC and its natural gas-related businesses. At this point
in time, however, it would be speculative to try to quantify the magnitude of the impacts from possible new regulatory actions
related to GHG emissions, either positive or negative, on our businesses.

To the extent climate changes occur, our businesses may be adversely impacted, though we believe any such impacts are
likely to occur very gradually and hence would be difficult to quantify. To the extent global climate change results in warmer
temperatures in our service territories, financial results from our natural gas distribution businesses could be adversely affected
through lower gas sales, and Enable’s businesses could experience lower revenues. On the other hand, warmer temperatures in
our electric service territory may increase our revenues from transmission and distribution through increased demand for electricity
for cooling. Another possible effect of climate change is more frequent and more severe weather events, such as hurricanes or
tornadoes. Since many of our facilities are located along or near the Gulf Coast, increased or more severe hurricanes or tornadoes
could increase our costs to repair damaged facilities and restore service to our customers. When we cannot deliver electricity or
natural gas to customers, or our customers cannot receive our services, our financial results can be impacted by lost revenues, and
we generally must seek approval from regulators to recover restoration costs. To the extent we are unable to recover those costs,
or if higher rates resulting from our recovery of such costs result in reduced demand for our services, our future financial results
may be adversely impacted.

Air Emissions

Our operations and the operations of Enable are subject to the federal Clean Air Act and comparable state laws and regulations.
These laws and regulations regulate emissions of air pollutants from various industrial sources, including processing plants and
compressor stations, and also impose various monitoring and reporting requirements. Such laws and regulations may require pre-
approval for the construction or modification of certain projects or facilities expected to produce air emissions or result in the
increase of existing air emissions, obtain and strictly comply with air permits containing various emissions and operational
limitations, or utilize specific emission control technologies to limit emissions. Failure to comply with these requirements could
result in monetary penalties, injunctions, conditions or restrictions on operations, and potentially criminal enforcement actions.
We may be required to incur certain capital expenditures in the future for air pollution control equipment in connection with
obtaining and maintaining operating permits and approvals for air emissions.

The EPA continues to adopt amendments to its regulations regarding maximum achievable control technology for stationary
internal combustion engines (sometimes referred to as the RICE MACT rule), the most recent being January 14, 2013. On August
29, 2013, the EPA announced that it was reconsidering three issues related to the RICE MACT rule, but the agency has not
subsequently issued a rule proposal. Compressors and back up electrical generators used by our Natural Gas Distribution segment
are generally compliant. Additional rules are expected to be proposed by the EPA this year for compliance by 2016. We believe,
however, that our operations will not be materially adversely affected by such requirements.

In addition, on August 16, 2012, the EPA published final rules that establish new air emission control requirements for natural
gas and NGL production, processing and transportation activities, including New Source Performance Standards to address
emissions of sulfur dioxide and volatile organic compounds, and National Emission Standards for Hazardous Air Pollutants
(NESHAPS) to address hazardous air pollutants frequently associated with gas production and processing activities. The finalized
regulations establish specific new requirements for emissions from compressors, controllers, dehydrators, storage tanks, gas
processing plants and certain other equipment. The final rules under NESHAPS include maximum achievable control technology
standards for “small” glycol dehydrators that are located at major sources of hazardous air pollutants and modifications to the leak
detection standards for valves. Compliance with such rules is not expected to result in significant costs that would adversely
impact our results of operations.

Water Discharges

Our operations and the operations of Enable are subject to the Federal Water Pollution Control Act of 1972, as amended, also
known as the Clean Water Act, and analogous state laws and regulations. These laws and regulations impose detailed requirements
and strict controls regarding the discharge of pollutants into waters of the United States. The unpermitted discharge of pollutants,
including discharges resulting from a spill or leak incident, is prohibited. The Clean Water Act and regulations implemented
thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized
by an appropriately issued permit. Any unpermitted release of petroleum or other pollutants from our pipelines or facilities could
result in fines or penalties as well as significant remedial obligations.

Hazardous Waste

Our operations and the operations of Enable generate wastes, including some hazardous wastes, that are subject to the federal
Resource Conservation and Recovery Act (RCRA), and comparable state laws, which impose detailed requirements for the
handling, storage, treatment, transport and disposal of hazardous and solid waste. RCRA currently exempts many natural gas
gathering and field processing wastes from classification as hazardous waste. Specifically, RCRA excludes from the definition of
hazardous waste waters produced and other wastes associated with the exploration, development or production of crude oil and
natural gas. However, these oil and gas exploration and production wastes are still regulated under state law and the less stringent
non-hazardous waste requirements of RCRA. Moreover, ordinary industrial wastes such as paint wastes, waste solvents, laboratory
wastes and waste compressor oils may be regulated as hazardous waste. The transportation of natural gas in pipelines may also
generate some hazardous wastes that would be subject to RCRA or comparable state law requirements.

Liability for Remediation

The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA), also known
as “Superfund,” and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain
classes of persons responsible for the release of hazardous substances into the environment. Such classes of persons include the
current and past owners or operators of sites where a hazardous substance was released and companies that disposed or arranged
for the disposal of hazardous substances at offsite locations such as landfills. Although petroleum, as well as natural gas, is excluded
15

from CERCLA’s definition of a “hazardous substance,” in the course of our ordinary operations we generate wastes that may fall
within the definition of a “hazardous substance.” CERCLA authorizes the EPA and, in some cases, third parties to take action in
response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs
they incur. Under CERCLA, we could be subject to joint and several liability for the costs of cleaning up and restoring sites where
hazardous substances have been released, for damages to natural resources, and for the costs of certain health studies.

Liability for Preexisting Conditions

Manufactured Gas Plant Sites. CERC and its predecessors operated manufactured gas plants (MGPs) in the past. In Minnesota,
CERC has completed remediation on two sites, other than ongoing monitoring and water treatment. There are five remaining sites
in CERC’s Minnesota service territory. CERC believes that it has no liability with respect to two of these sites.

As of December 31, 2013, CERC had recorded a liability of $14 million for remediation of these Minnesota sites. The
estimated range of possible remediation costs for the sites CERC believes it has responsibility for was $6 million to $41 million
based on remediation continuing for 30 to 50 years. The cost estimates are based on studies of a site or industry average costs for
remediation of sites of similar size. The actual remediation costs will be dependent upon the number of sites to be remediated, the
participation of other potentially responsible parties (PRPs), if any, and the remediation methods used. The Minnesota Public
Utilities Commission includes approximately $285,000 annually in rates to fund normal on-going remediation costs. As of
December 31, 2013, CERC had collected $6.3 million from insurance companies to be used for future environmental remediation.

In addition to the Minnesota sites, the EPA and other regulators have investigated MGP sites that were owned or operated by
CERC or may have been owned by one of its former affiliates. We and CERC do not expect the ultimate outcome of these
investigations will have a material adverse impact on the financial condition, results of operations or cash flows of either us or
CERC.

Asbestos. Some facilities owned by us contain or have contained asbestos insulation and other asbestos-containing materials.
We or our subsidiaries have been named, along with numerous others, as defendants in lawsuits filed by a number of individuals
who claim injury due to exposure to asbestos. Some of the claimants have worked at locations owned by us, but most existing
claims relate to facilities previously owned by our subsidiaries. We anticipate that additional claims like those received may be
asserted in the future. In 2004, we sold our generating business, to which most of these claims relate, to a company which is now
an affiliate of NRG. Under the terms of the arrangements regarding separation of the generating business from us and our sale of
that business, ultimate financial responsibility for uninsured losses from claims relating to the generating business has been assumed
by the NRG affiliate, but we have agreed to continue to defend such claims to the extent they are covered by insurance maintained
by us, subject to reimbursement of the costs of such defense by the NRG affiliate. Although their ultimate outcome cannot be
predicted at this time, we intend to continue vigorously contesting claims that we do not consider to have merit and do not expect,
based on our experience to date, these matters, either individually or in the aggregate, to have a material adverse effect on our
financial condition, results of operations or cash flows.

Other Environmental. From time to time we identify the presence of environmental contaminants on property where we
conduct or have conducted operations. Other such sites involving contaminants may be identified in the future. We have remediated
and expect to continue to remediate identified sites consistent with our legal obligations. From time to time we have received
notices from regulatory authorities or others regarding our status as a PRP in connection with sites found to require remediation
due to the presence of environmental contaminants. In addition, we have been named from time to time as a defendant in litigation
related to such sites. Although the ultimate outcome of such matters cannot be predicted at this time, we do not expect, based on
our experience to date, these matters, either individually or in the aggregate, to have a material adverse effect on our financial
condition, results of operations or cash flows.

As of December 31, 2013, we had 8,591 full-time employees, 1,099 of which are seconded to Enable and included below
under the Midstream Investments business segment. The following table sets forth the number of our employees by business
segment:

EMPLOYEES

Business Segment
Electric Transmission & Distribution...................................................................................
Natural Gas Distribution.......................................................................................................
Energy Services ....................................................................................................................
Midstream Investments.........................................................................................................
Other Operations...................................................................................................................
Total....................................................................................................................................

Number
Represented
by Unions or
Other Collective
Bargaining Groups

Number

2,629

3,475

140

1,099

1,248

8,591

1,277

1,303

—

2,580

As of December 31, 2013, approximately 30% of our employees were covered by collective bargaining agreements.

Name

Milton Carroll

Scott M. Prochazka

Scott E. Rozzell

Thomas R. Standish

Gary L. Whitlock

Tracy B. Bridge

Joseph B. McGoldrick

Age

EXECUTIVE OFFICERS
(as of February 14, 2014)

Executive Chairman

Title

President and Chief Executive Officer and Director

Executive Vice President, General Counsel and Corporate Secretary

Executive Vice President

Executive Vice President and Chief Financial Officer

Executive Vice President and President, Electric Division

Executive Vice President and President, Gas Division

Milton Carroll has served on the Board of Directors of CenterPoint Energy or its predecessors since 1992. He has served
as Executive Chairman of CenterPoint Energy since June 2013 and as Chairman from September 2002 until May 2013. Mr. Carroll
has served as a director of Halliburton Company since 2006, Western Gas Holdings, LLC, the general partner of Western Gas
Partners, LP, since 2008 and LyondellBasell Industries N.V. since July 2010. He has served as a director of Healthcare Service
Corporation since 1998 and as its chairman since 2002. He previously served as a director of LRE GP, LLC, general partner of
LRR Energy, L.P., from November 2011 to January 2014.

Scott M. Prochazka has served as a Director and President and Chief Executive Officer of CenterPoint Energy since January
1, 2014. He previously served as Executive Vice President and Chief Operating Officer from July 2012 to December 2013; as
Senior Vice President and Division President, Electric Operations from May 2011 to July 2012; as Division Senior Vice President,
Electric Operations of CenterPoint Houston from February 2009 to May 2011; as Division Senior Vice President Regional
Operations of CERC from February 2008 to February 2009; and as Division Vice President, Customer Service Operations from
October 2006 to February 2008. He currently serves on the Boards of Directors of Gridwise Alliance, Edison Electric Institute,
American Gas Association and Greater Houston Partnership.

Scott E. Rozzell has served as Executive Vice President, General Counsel and Corporate Secretary of CenterPoint Energy
since September 2002. He served as Executive Vice President and General Counsel of the Delivery Group of Reliant Energy from
March 2001 to September 2002. Before joining Reliant Energy in 2001, Mr. Rozzell was a senior partner in the law firm of Baker
Botts L.L.P. He currently serves on the Board of Directors of Powell Industries, Inc.

Thomas R. Standish has served as Executive Vice President of CenterPoint Energy since May 2011. He previously served
as Senior Vice President and Group President-Regulated Operations of CenterPoint Energy from August 2005 to May 2011; as
Senior Vice President and Group President and Chief Operating Officer of CenterPoint Houston from June 2004 to August 2005;

and as President and Chief Operating Officer of CenterPoint Houston from August 2002 to June 2004. He served as President and
Chief Operating Officer for both electricity and natural gas for Reliant Energy’s Houston area from 1999 to August 2002.

Gary L. Whitlock has served as Executive Vice President and Chief Financial Officer of CenterPoint Energy since September
2002. He served as Executive Vice President and Chief Financial Officer of the Delivery Group of Reliant Energy from July 2001
to September 2002. Mr. Whitlock served as the Vice President, Finance and Chief Financial Officer of Dow AgroSciences, a
subsidiary of The Dow Chemical Company, from 1998 to 2001. He currently serves on the Board of Directors of KiOR, Inc.

Tracy B. Bridge has served as Executive Vice President and President, Electric Division since February 2014. He previously
served as Senior Vice President and Division President, Electric Operations from September 2012 to February 2014; as Senior
Vice President and Division President, Gas Distribution Operations from May 2011 to September 2012; as Division Senior Vice
President - Support Operations from February 2008 to May 2011; and as Division Vice President Regional Operations of CERC
from January 2007 to February 2008. He currently serves on the Board of Directors of the Greater Houston Chapter of the American
Red Cross.

Joseph B. McGoldrick has served as Executive Vice President and President, Gas Division since February 2014. He previously
served as Senior Vice President and Division President, Gas Operations from September 2012 to February 2014; as Senior Vice
President and Division President, Energy Services from May 2011 to September 2012, and as Division President, Gas Operations
from February 2007 to May 2011.

Item 1A.

Risk Factors

We are a holding company that conducts all of our business operations through subsidiaries, primarily CenterPoint Houston
and CERC. We also own interests in Enable Midstream Partners, LP (Enable), a midstream partnership jointly controlled by CERC
Corp. and OGE. The following, along with any additional legal proceedings identified or incorporated by reference in Item 3 of
this report, summarizes the principal risk factors associated with the businesses conducted by our subsidiaries and our interests
in Enable:

Risk Factors Affecting Our Electric Transmission & Distribution Business

A substantial portion of CenterPoint Houston’s receivables is concentrated in a small number of REPs, and any delay or

default in payment could adversely affect CenterPoint Houston’s cash flows, financial condition and results of operations.

CenterPoint Houston’s receivables from the distribution of electricity are collected from REPs that supply the electricity
CenterPoint Houston distributes to their customers. As of December 31, 2013, CenterPoint Houston did business with
approximately 70 REPs. Adverse economic conditions, structural problems in the market served by ERCOT or financial difficulties
of one or more REPs could impair the ability of these REPs to pay for CenterPoint Houston’s services or could cause them to
delay such payments. CenterPoint Houston depends on these REPs to remit payments on a timely basis. Applicable regulatory
provisions require that customers be shifted to another REP or a provider of last resort if a REP cannot make timely payments.
Applicable Texas Utility Commission regulations significantly limit the extent to which CenterPoint Houston can apply normal
commercial terms or otherwise seek credit protection from firms desiring to provide retail electric service in its service territory,
and CenterPoint Houston thus remains at risk for payments not made prior to the shift to another REP or the provider of last resort.
The Texas Utility Commission revised its regulations in 2009 to (i) increase the financial qualifications required of REPs that
began selling power after January 1, 2009, and (ii) authorize utilities to defer bad debts resulting from defaults by REPs for recovery
in a future rate case. A significant portion of CenterPoint Houston’s billed receivables from REPs are from affiliates of NRG, Just
Energy Group, Inc. (Just Energy Group) and Energy Future Holdings. CenterPoint Houston’s aggregate billed receivables balance
from REPs as of December 31, 2013 was $172 million. Approximately 38%, 8% and 8% of this amount was owed by affiliates
of NRG, Just Energy Group and Energy Future Holdings, respectively. In the fourth quarter of 2013, Energy Future Holdings
publicly disclosed that it had engaged in discussions with certain of its creditors with respect to the capital structure of Energy
Future Holdings and its affiliates, including the possibility of a restructuring transaction in bankruptcy. The disclosures do not
make clear whether those discussions included or addressed the capital structure of affiliates of Energy Future Holdings that are
REPs. Any delay or default in payment by REPs could adversely affect CenterPoint Houston’s cash flows, financial condition
and results of operations. If a REP were unable to meet its obligations, it could consider, among various options, restructuring
under the bankruptcy laws, in which event such REP might seek to avoid honoring its obligations, and claims might be made by
creditors involving payments CenterPoint Houston had received from such REP.

Rate regulation of CenterPoint Houston’s business may delay or deny CenterPoint Houston’s ability to earn a reasonable

return and fully recover its costs.

CenterPoint Houston’s rates are regulated by certain municipalities and the Texas Utility Commission based on an analysis
of its invested capital and its expenses in a test year. Thus, the rates that CenterPoint Houston is allowed to charge may not match
its expenses at any given time. The regulatory process by which rates are determined may not always result in rates that will
produce full recovery of CenterPoint Houston’s costs and enable CenterPoint Houston to earn a reasonable return on its invested
capital.

Disruptions at power generation facilities owned by third parties could interrupt CenterPoint Houston’s sales of transmission

and distribution services.

CenterPoint Houston transmits and distributes to customers of REPs electric power that the REPs obtain from power generation
facilities owned by third parties. CenterPoint Houston does not own or operate any power generation facilities. If power generation
is disrupted or if power generation capacity is inadequate, CenterPoint Houston’s sales of transmission and distribution services
may be diminished or interrupted, and its results of operations, financial condition and cash flows could be adversely affected.

CenterPoint Houston’s revenues and results of operations are seasonal.

CenterPoint Houston could be subject to higher costs and fines or other sanctions as a result of mandatory reliability

standards.

The FERC has jurisdiction with respect to ensuring the reliability of electric transmission service, including transmission
facilities owned by CenterPoint Houston and other utilities within ERCOT. The FERC has designated the NERC as the ERO to
promulgate standards, under FERC oversight, for all owners, operators and users of the bulk power system. The FERC has approved
the delegation by the NERC of authority for reliability in ERCOT to the TRE, a functionally independent division of ERCOT.
Compliance with the mandatory reliability standards may subject CenterPoint Houston to higher operating costs and may result
in increased capital expenditures. In addition, if CenterPoint Houston were to be found to be in noncompliance with applicable
mandatory reliability standards, it could be subject to sanctions, including substantial monetary penalties.

The AMS deployed throughout CenterPoint Houston’s service territory may experience unexpected problems with respect

to the timely receipt of accurate metering data.

CenterPoint Houston has deployed an AMS throughout its service territory. The deployment consisted, among other elements,
of replacing existing meters with new electronic meters that record metering data at 15-minute intervals and wirelessly communicate
that information to CenterPoint Houston over a bi-directional communications system installed for that purpose. The AMS
integrates equipment and computer software from various vendors in order to eliminate the need for physical meter readings to
be taken at consumers’ premises, such as monthly readings for billing purposes and special readings associated with a customer’s
change in REPs or the connection or disconnection of electric service. Unanticipated difficulties could be encountered during the
operation of the AMS, including failures or inadequacy of equipment or software, difficulties in integrating the various components
of the AMS, changes in technology, cyber-security issues and factors outside the control of CenterPoint Houston, which could
result in delayed or inaccurate metering data that might lead to delays or inaccuracies in the calculation and imposition of delivery
or other charges, which could have a material adverse effect on CenterPoint Houston’s results of operations, financial condition
and cash flows.

Risk Factors Affecting Our Natural Gas Distribution and Energy Services Businesses

Rate regulation of CERC’s business may delay or deny CERC’s ability to earn a reasonable return and fully recover its costs.

CERC’s rates for Gas Operations are regulated by certain municipalities and state commissions based on an analysis of its
invested capital and its expenses in a test year. Thus, the rates that CERC is allowed to charge may not match its expenses at any
given time. The regulatory process in which rates are determined may not always result in rates that will produce full recovery of
CERC’s costs and enable CERC to earn a reasonable return on its invested capital.

CERC’s businesses must compete with alternate energy sources, which could result in CERC marketing less natural gas,

which could have an adverse impact on CERC’s results of operations, financial condition and cash flows.

CERC competes primarily with alternate energy sources such as electricity and other fuel sources. In some areas, intrastate
pipelines, other natural gas distributors and marketers also compete directly with CERC for natural gas sales to end-users. In
addition, as a result of federal regulatory changes affecting interstate pipelines, natural gas marketers operating on these pipelines
may be able to bypass CERC’s facilities and market, sell and/or transport natural gas directly to commercial and industrial customers.
Any reduction in the amount of natural gas marketed, sold or transported by CERC as a result of competition may have an adverse
impact on CERC’s results of operations, financial condition and cash flows.

CERC’s natural gas distribution and energy services businesses are subject to fluctuations in notional natural gas prices as
well as geographic and seasonal natural gas price differentials, which could affect the ability of CERC’s suppliers and customers
to meet their obligations or otherwise adversely affect CERC’s liquidity and results of operations and financial condition.

CERC is subject to risk associated with changes in the notional price of natural gas as well as geographic and seasonal natural
gas price differentials. Increases in natural gas prices might affect CERC’s ability to collect balances due from its customers and,
for Gas Operations, could create the potential for uncollectible accounts expense to exceed the recoverable levels built into CERC’s
tariff rates. In addition, a sustained period of high natural gas prices could (i) apply downward demand pressure on natural gas
consumption in the areas in which CERC operates, thereby resulting in decreased sales and revenues and (ii) increase the risk that
CERC’s suppliers or customers fail or are unable to meet their obligations. An increase in natural gas prices would also increase
CERC’s working capital requirements by increasing the investment that must be made in order to maintain natural gas inventory
levels. Additionally, a decrease in natural gas prices could increase the amount of collateral that CERC must provide under its
hedging arrangements.

A decline in CERC’s credit rating could result in CERC’s having to provide collateral under its shipping or hedging

arrangements or in order to purchase natural gas.

If CERC’s credit rating were to decline, it might be required to post cash collateral under its shipping or hedging arrangements
or in order to purchase natural gas. If a credit rating downgrade and the resultant cash collateral requirement were to occur at a
time when CERC was experiencing significant working capital requirements or otherwise lacked liquidity, CERC’s results of
operations, financial condition and cash flows could be adversely affected.

CERC’s revenues and results of operations are seasonal.

A substantial portion of CERC’s revenues is derived from natural gas sales. Thus, CERC’s revenues and results of operations
are subject to seasonality, weather conditions and other changes in natural gas usage, with revenues being higher during the winter
months.

The states in which CERC provides regulated local gas distribution may, either through legislation or rules, adopt restrictions
regarding organization, financing and affiliate transactions that could have significant adverse impacts on CERC’s ability to
operate.

Proposals have been put forth in some of the states in which CERC does business to give state regulatory authorities increased
jurisdiction and scrutiny over organization, capital structure, intracompany relationships and lines of business that could be pursued
by registered holding companies and their affiliates that operate in those states. Some of these frameworks attempt to regulate
financing activities, acquisitions and divestitures, and arrangements between the utilities and their affiliates, and to restrict the
level of non-utility business that can be conducted within the holding company structure. Additionally, they may impose record-
keeping, record access, employee training and reporting requirements related to affiliate transactions and reporting in the event
of certain downgrading of the utility’s credit rating.

These regulatory frameworks could have adverse effects on CERC’s ability to conduct its utility operations, to finance its
business and to provide cost-effective utility service. In addition, if more than one state adopts restrictions on similar activities, it
may be difficult for CERC and us to comply with competing regulatory requirements.

Risk Factors Associated with Our Consolidated Financial Condition

If we are unable to arrange future financings on acceptable terms, our ability to refinance existing indebtedness could be

limited.

As of December 31, 2013, we had $8.4 billion of outstanding indebtedness on a consolidated basis, which includes $3.4 billion
of non-recourse transition and system restoration bonds. As of December 31, 2013, approximately $593 million principal amount
of this debt is required to be paid through 2016. This amount excludes principal repayments of approximately $1.1 billion on
transition and system restoration bonds, for which dedicated revenue streams exist. Our future financing activities may be
significantly affected by, among other things:

•

general economic and capital market conditions;

credit availability from financial institutions and other lenders;

investor confidence in us and the markets in which we operate;

• maintenance of acceptable credit ratings;

• market expectations regarding our future earnings and cash flows;

• market perceptions of our ability to access capital markets on reasonable terms;

•

our exposure to GenOn Energy, Inc. (GenOn) (formerly known as RRI Energy, Inc., Reliant Energy, Inc. and Reliant
Resources, Inc. (RRI)), a wholly owned subsidiary of NRG, in connection with certain indemnification obligations;

incremental collateral that may be required due to regulation of derivatives; and

provisions of relevant tax and securities laws.

Our current credit ratings are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources — Other Matters — Impact on Liquidity of a Downgrade in Credit Ratings” in
Item 7 of Part II of this report. These credit ratings may not remain in effect for any given period of time and one or more of these
ratings may be lowered or withdrawn entirely by a rating agency. We note that these credit ratings are not recommendations to
buy, sell or hold our securities. Each rating should be evaluated independently of any other rating. Any future reduction or withdrawal
of one or more of our credit ratings could have a material adverse impact on our ability to access capital on acceptable terms.

As a holding company with no operations of our own, we will depend on distributions from our subsidiaries and from Enable,
to meet our payment obligations, and provisions of applicable law or contractual restrictions could limit the amount of those
distributions.

We derive all of our operating income from, and hold all of our assets through, our subsidiaries, including our interests in
Enable. As a result, we depend on distributions from our subsidiaries, including Enable, in order to meet our payment obligations.
In general, our subsidiaries are separate and distinct legal entities and have no obligation to provide us with funds for our payment
obligations, whether by dividends, distributions, loans or otherwise. In addition, provisions of applicable law, such as those limiting
the legal sources of dividends, limit our subsidiaries’ ability to make payments or other distributions to us, and our subsidiaries
could agree to contractual restrictions on their ability to make distributions. For a discussion of risks that may impact the amount
21

of cash distributions we receive with respect to our interests in Enable, please read “— Additional Risk Factors Affecting Our
Interests in Enable Midstream Partners, LP — Our cash flows will be adversely impacted if we receive less cash distributions
from Enable than we currently expect.”

Our right to receive any assets of any subsidiary, and therefore the right of our creditors to participate in those assets, will be
effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors. In addition, even if we were a creditor
of any subsidiary, our rights as a creditor would be subordinated to any security interest in the assets of that subsidiary and any
indebtedness of the subsidiary senior to that held by us.

Poor investment performance of the pension plan and factors adversely affecting the calculation of pension liabilities could

unfavorably impact our liquidity and results of operations.

We maintain a qualified defined benefit pension plan covering all employees. Our costs of providing this plan are dependent
upon a number of factors including the investment returns on plan assets, the level of interest rates used to calculate the funded
status of the plan, our contributions to the plan and government regulations with respect to funding requirements and the calculation
of plan liabilities. Funding requirements may increase as a result of a decline in the market value of plan assets, a decline in the
interest rates used to calculate the present value of future plan obligations or government regulations that increase minimum
funding requirements or the pension liability. In addition to affecting our funding requirements, each of these factors could
adversely affect our results of operations and financial position.

The use of derivative contracts in the normal course of business by us, our subsidiaries or Enable could result in financial

losses that could negatively impact our results of operations and those of our subsidiaries or Enable.

We and our subsidiaries use derivative instruments, such as swaps, options, futures and forwards, to manage our commodity,
weather and financial market risks. Enable may also use such instruments from time to time to manage its commodity and financial
market risk. We, our subsidiaries or Enable could recognize financial losses as a result of volatility in the market values of these
contracts or should a counterparty fail to perform. In the absence of actively quoted market prices and pricing information from
external sources, the valuation of these financial instruments can involve management’s judgment or use of estimates. As a result,
changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.

Other Risk Factors Affecting Our Businesses or Our Interests in Enable Midstream Partners, LP

We are subject to operational and financial risks and liabilities arising from environmental laws and regulations.

Our operations are subject to stringent and complex laws and regulations pertaining to health, safety and the environment.
As an owner or operator of natural gas pipelines and distribution systems, and electric transmission and distribution systems, we
must comply with these laws and regulations at the federal, state and local levels. These laws and regulations can restrict or impact
our business activities in many ways, such as:

•

restricting the way we can handle or dispose of wastes;

limiting or prohibiting construction activities in sensitive areas such as wetlands, coastal regions, or areas inhabited by
endangered species;

requiring remedial action to mitigate environmental conditions caused by our operations, or attributable to former
operations;

enjoining the operations of facilities deemed in non-compliance with permits issued pursuant to such environmental laws
and regulations; and

•

impacting the demand for our services by directly or indirectly affecting the use or price of natural gas.

In order to comply with these requirements, we may need to spend substantial amounts and devote other resources from time

to time to:

•

construct or acquire new equipment;

acquire permits for facility operations;

• modify or replace existing and proposed equipment; and

•

clean up or decommission waste disposal areas, fuel storage and management facilities and other locations and facilities.

Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement
measures, including the assessment of monetary penalties, the imposition of remedial actions, and the issuance of orders enjoining
future operations. Certain environmental statutes impose strict, joint and several liability for costs required to clean up and restore
sites where hazardous substances have been disposed or otherwise released. Moreover, it is not uncommon for neighboring
landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of
hazardous substances or other waste products into the environment.

Our insurance coverage may not be sufficient. Insufficient insurance coverage and increased insurance costs could adversely

impact our results of operations, financial condition and cash flows.

We currently have general liability and property insurance in place to cover certain of our facilities in amounts that we consider
appropriate. Such policies are subject to certain limits and deductibles and do not include business interruption coverage. Insurance
coverage may not be available in the future at current costs or on commercially reasonable terms, and the insurance proceeds
received for any loss of, or any damage to, any of our facilities may not be sufficient to restore the loss or damage without negative
impact on our results of operations, financial condition and cash flows.

In common with other companies in its line of business that serve coastal regions, CenterPoint Houston does not have insurance
covering its transmission and distribution system, other than substations, because CenterPoint Houston believes it to be cost
prohibitive. In the future, CenterPoint Houston may not be able to recover the costs incurred in restoring its transmission and
distribution properties following hurricanes or other natural disasters through issuance of storm restoration bonds or a change in
its regulated rates or otherwise, or any such recovery may not be timely granted. Therefore, CenterPoint Houston may not be able
to restore any loss of, or damage to, any of its transmission and distribution properties without negative impact on its results of
operations, financial condition and cash flows.

We, CenterPoint Houston and CERC could incur liabilities associated with businesses and assets that we have transferred

to others.

Under some circumstances, we, CenterPoint Houston and CERC could incur liabilities associated with assets and businesses
we, CenterPoint Houston and CERC no longer own. These assets and businesses were previously owned by Reliant Energy,
Incorporated (Reliant Energy), a predecessor of CenterPoint Houston, directly or through subsidiaries and include:

• merchant energy, energy trading and REP businesses transferred to RRI or its subsidiaries in connection with the
organization and capitalization of RRI prior to its initial public offering in 2001 and now owned by affiliates of NRG;
and

• Texas electric generating facilities transferred to a subsidiary of Texas Genco Holdings, Inc. (Texas Genco) in 2002, later

sold to a third party and now owned by an affiliate of NRG.

In connection with the organization and capitalization of RRI (now GenOn), that company and its subsidiaries assumed
liabilities associated with various assets and businesses Reliant Energy transferred to them. RRI also agreed to indemnify, and
cause the applicable transferee subsidiaries to indemnify, us and our subsidiaries, including CenterPoint Houston and CERC, with
respect to liabilities associated with the transferred assets and businesses. These indemnity provisions were intended to place sole
financial responsibility on RRI and its subsidiaries for all liabilities associated with the current and historical businesses and
operations of RRI, regardless of the time those liabilities arose. If RRI (now GenOn) were unable to satisfy a liability that has
been so assumed in circumstances in which Reliant Energy and its subsidiaries were not released from the liability in connection
with the transfer, we, CenterPoint Houston or CERC could be responsible for satisfying the liability.

Prior to the distribution of our ownership in RRI to our shareholders, CERC had guaranteed certain contractual obligations
of what became RRI’s trading subsidiary. When the companies separated, RRI agreed to secure CERC against obligations under
the guarantees RRI had been unable to extinguish by the time of separation. Pursuant to such agreement, as amended in December
2007, RRI (now GenOn) agreed to provide to CERC cash or letters of credit as security against CERC’s obligations under its
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remaining guarantees for demand charges under certain gas transportation agreements if and to the extent changes in market
conditions expose CERC to a risk of loss on those guarantees based on an annual calculation, with any required collateral to be
posted each December. The undiscounted maximum potential payout of the demand charges under these transportation contracts,
which will be in effect until 2018, was approximately $58 million as of December 31, 2013. Based on market conditions in the
fourth quarter of 2013 at the time the most recent annual calculation was made under the agreement, GenOn was not obligated to
post any security. If GenOn should fail to perform the contractual obligations, CERC could have to honor its guarantee and, in
such event, any collateral then provided as security may be insufficient to satisfy CERC’s obligations.

If GenOn were unable to meet its obligations, it could consider, among various options, restructuring under the bankruptcy
laws, in which event GenOn might not honor its indemnification obligations and claims by GenOn’s creditors might be made
against us as its former owner.

Reliant Energy and RRI (GenOn’s predecessor) are named as defendants in a number of lawsuits arising out of sales of natural
gas in California and other markets. Although these matters relate to the business and operations of GenOn, claims against Reliant
Energy have been made on grounds that include liability of Reliant Energy as a controlling shareholder of GenOn’s predecessor.
We, CenterPoint Houston or CERC could incur liability if claims in one or more of these lawsuits were successfully asserted
against us, CenterPoint Houston or CERC and indemnification from GenOn were determined to be unavailable or if GenOn were
unable to satisfy indemnification obligations owed with respect to those claims.

In connection with the organization and capitalization of Texas Genco (now an affiliate of NRG), Reliant Energy and Texas
Genco entered into a separation agreement in which Texas Genco assumed liabilities associated with the electric generation assets
Reliant Energy transferred to it. Texas Genco also agreed to indemnify, and cause the applicable transferee subsidiaries to indemnify,
us and our subsidiaries, including CenterPoint Houston, with respect to liabilities associated with the transferred assets and
businesses. In many cases the liabilities assumed were obligations of CenterPoint Houston, and CenterPoint Houston was not
released by third parties from these liabilities. The indemnity provisions were intended generally to place sole financial
responsibility on Texas Genco and its subsidiaries for all liabilities associated with the current and historical businesses and
operations of Texas Genco, regardless of the time those liabilities arose. If Texas Genco (now an affiliate of NRG) were unable
to satisfy a liability that had been so assumed or indemnified against, and provided we or Reliant Energy had not been released
from the liability in connection with the transfer, CenterPoint Houston could be responsible for satisfying the liability.

In connection with our sale of Texas Genco, the separation agreement was amended to provide that Texas Genco would no
longer be liable for, and we would assume and agree to indemnify Texas Genco against, liabilities that Texas Genco originally
assumed in connection with its organization to the extent, and only to the extent, that such liabilities are covered by certain insurance
policies held by us.

We or our subsidiaries have been named, along with numerous others, as a defendant in lawsuits filed by a number of individuals
who claim injury due to exposure to asbestos. Some of the claimants have worked at locations owned by us, but most existing
claims relate to facilities previously owned by our subsidiaries. We anticipate that additional claims like those received may be
asserted in the future. Under the terms of the arrangements regarding separation of the generating business from us and our sale
of that business to an affiliate of NRG, ultimate financial responsibility for uninsured losses from claims relating to the generating
business has been assumed by the NRG affiliate, but we have agreed to continue to defend such claims to the extent they are
covered by insurance maintained by us, subject to reimbursement of the costs of such defense by the NRG affiliate.

Cyber-attacks, acts of terrorism or other disruptions could adversely impact our results of operations, financial condition

and cash flows or the results of operations, financial condition and cash flows of Enable.

We and Enable are subject to cyber-security risks related to breaches in the systems and technology used (i) to manage
operations and other business processes and (ii) to protect sensitive information maintained in the normal course of business. The
operation of our electric transmission and distribution system is dependent on not only physical interconnection of our facilities,
but also on communications among the various components of our system. As we deploy smart meters and the intelligent grid,
reliance on communication between and among those components increases. Similarly, the distribution of natural gas to our
customers and the gathering, processing and transportation of natural gas or other commodities from Enable’s gathering, processing
and pipeline facilities, are dependent on communications among Enable’s facilities and with third-party systems that may be
delivering natural gas or other commodities into or receiving natural gas and other products from Enable’s facilities. Disruption
of those communications, whether caused by physical disruption such as storms or other natural phenomena, by failure of equipment
or technology, or by manmade events, such as cyber-attacks or acts of terrorism, may disrupt our ability or Enable’s ability to
conduct operations and control assets. Cyber-attacks could also result in the loss of confidential or proprietary data or security
breaches of other information technology systems that could disrupt operations and critical business functions, adversely affect
reputation, and subject us or Enable to possible legal claims and liability. Neither we nor Enable is fully insured against all cyber-

security risks, any of which could have a material adverse effect on either our, or Enable’s, results of operations, financial condition
and cash flows. In addition, electrical distribution and transmission facilities and gas distribution and pipeline systems may be
targets of terrorist activities that could disrupt either our or Enable’s ability to conduct our respective businesses and have a material
adverse effect on either our or Enable’s results of operations, financial condition and cash flows.

Our results of operations, financial condition and cash flows may be adversely affected if we are unable to successfully

operate our facilities or perform certain corporate functions.

Our performance depends on the successful operation of our facilities. Operating these facilities involves many risks, including:

•

operator error or failure of equipment or processes;

operating limitations that may be imposed by environmental or other regulatory requirements;

labor disputes;

information technology system failures; and

catastrophic events such as fires, earthquakes, explosions, floods, droughts, hurricanes, pandemic health events or other
similar occurrences.

Such events may result in a decrease or elimination of revenue from our facilities, an increase in the cost of operating our
facilities or delays in cash collections, any of which could have a material adverse effect on our results of operations, financial
condition and/or cash flows.

Our merger and acquisition activities may not be successful or may result in completed acquisitions that do not perform as

anticipated.

From time to time, we have made and may continue to make acquisitions of businesses and assets. However, suitable acquisition
candidates may not continue to be available on terms and conditions we find acceptable. In addition, any completed or future
acquisitions involve substantial risks, including the following:

•

acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;

acquired businesses or assets could have environmental, permitting or other problems for which contractual protections
prove inadequate;

• we may assume liabilities that were not disclosed to us, that exceed our estimates, or for which our rights to indemnification

from the seller are limited;

• we may be unable to integrate acquired businesses successfully and realize anticipated economic, operational and other
benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial
problems; and

•

acquisitions, or the pursuit of acquisitions, could disrupt our ongoing businesses, distract management, divert resources
and make it difficult to maintain our current business standards, controls and procedures.

Failure to attract and retain an appropriately qualified workforce could adversely impact our results of operations.

Our business is dependent on our ability to recruit, retain, and motivate employees. Certain circumstances, such as an aging
workforce without appropriate replacements, a mismatch of existing skillsets to future needs, or the unavailability of contract
resources may lead to operating challenges such as a lack of resources, loss of knowledge or a lengthy time period associated with
skill development. Our costs, including costs for contractors to replace employees, productivity costs and safety costs, may rise.
Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and
expertise to the new employees, or the future availability and cost of contract labor may adversely affect the ability to manage
and operate our business. If we are unable to successfully attract and retain an appropriately qualified workforce, our results of
operations could be negatively affected.

Climate change legislation and regulatory initiatives could result in increased operating costs and reduced demand for our

services or Enable’s services.

The United States Congress has from time to time considered adopting legislation to reduce emissions of GHGs, and there
has been a wide-ranging policy debate, both nationally and internationally, regarding the impact of these gases and possible means
for their regulation. In addition, efforts have been made and continue to be made in the international community toward the
adoption of international treaties or protocols that would address global climate change issues, such as the United Nations Climate
Change Conference in Doha, Qatar in 2012. Following a finding by the EPA that certain GHGs represent an endangerment to
human health, the EPA adopted two sets of rules regulating GHG emissions under the Clean Air Act, one that requires a reduction
in emissions of GHGs from motor vehicles and another that regulates emissions of GHGs from certain large stationary sources.
In addition, the EPA expanded its existing GHG emissions reporting requirements to include upstream petroleum and natural gas
systems that emit 25,000 metric tons or more of CO2 equivalent per year. These permitting and reporting requirements could lead
to further regulation of GHGs by the EPA. As a distributor and transporter of natural gas, or a consumer of natural gas in its
pipeline and gathering businesses, CERC’s or Enable’s revenues, operating costs and capital requirements, as applicable, could
be adversely affected as a result of any regulatory action that would require installation of new control technologies or a modification
of its operations or would have the effect of reducing the consumption of natural gas. Our electric transmission and distribution
business, in contrast to some electric utilities, does not generate electricity and thus is not directly exposed to the risk of high
capital costs and regulatory uncertainties that face electric utilities that burn fossil fuels to generate electricity. Nevertheless,
CenterPoint Houston’s revenues could be adversely affected to the extent any resulting regulatory action has the effect of reducing
consumption of electricity by ultimate consumers within its service territory. Likewise, incentives to conserve energy or use energy
sources other than natural gas could result in a decrease in demand for our services.

Climate changes could result in more frequent and more severe weather events which could adversely affect the results of

operations of our businesses.

To the extent climate changes occur, our businesses may be adversely impacted, though we believe any such impacts are
likely to occur very gradually and hence would be difficult to quantify with specificity. To the extent global climate change results
in warmer temperatures in our service territories, financial results from our natural gas distribution businesses could be adversely
affected through lower gas sales, and our gas transmission and field services businesses could experience lower revenues. Another
possible climate change is more frequent and more severe weather events, such as hurricanes or tornadoes. Since many of our
facilities are located along or near the Gulf Coast, increased or more severe hurricanes or tornadoes could increase our costs to
repair damaged facilities and restore service to our customers. When we cannot deliver electricity or natural gas to customers or
our customers cannot receive our services, our financial results can be impacted by lost revenues, and we generally must seek
approval from regulators to recover restoration costs. To the extent we are unable to recover those costs, or if higher rates resulting
from our recovery of such costs result in reduced demand for our services, our future financial results may be adversely impacted.

Additional Risk Factors Affecting Our Interests in Enable Midstream Partners, LP

We hold a substantial limited partnership interest in Enable (58.3% of Enable’s outstanding limited partnership interests as
of December 31, 2013), as well as 50% of the management rights in Enable’s general partner and a 40% interest in the incentive
distribution rights held by Enable’s general partner. Accordingly, our future earnings, results of operations, cash flows and financial
condition will be affected by the performance of Enable, the amount of cash distributions we receive from Enable and the value
of our interests in Enable. Factors that may have a material impact on Enable’s performance and cash distributions, and the value
of our interests in Enable, include the risk factors outlined below, as well as the risks described elsewhere under “Risk Factors”
that are applicable to Enable.

Our cash flows will be adversely impacted if we receive less cash distributions from Enable than we currently expect.

Prior to an initial public offering of Enable, Enable is obligated to distribute 100% of its distributable cash (as such term is
defined in its partnership agreement) to its limited partners each fiscal quarter within 45 days following the end of the applicable
quarter. Following an initial public offering of Enable, (i) we expect that both CERC Corp. and OGE will hold their limited
partnership interests in Enable in the form of both common units and subordinated units, and (ii) Enable is expected to pay a
specified minimum quarterly distribution on its outstanding units to the extent it has sufficient cash from operations after
establishment of cash reserves and payment of fees and expenses, including payments to its general partner and its affiliates
(referred to as “available cash”). The principal difference between Enable’s common units and subordinated units is that in any
quarter during the applicable subordination period, holders of the subordinated units are not entitled to receive any distribution of
available cash until the common units have received the minimum quarterly distribution plus any arrearages in the payment of
the minimum quarterly distribution on common units from prior quarters. If Enable does not pay distributions on its subordinated
units, its subordinated units will not accrue arrearages for those unpaid distributions. Accordingly, if Enable is unable to pay its
26

minimum quarterly distribution following is initial public offering, the amount of cash distributions we receive from Enable may
be adversely affected. Enable may not have sufficient available cash each quarter to enable it to pay the minimum quarterly
distribution. The amount of cash Enable can distribute on its units will principally depend upon the amount of cash it generates
from its operations, which will fluctuate from quarter to quarter based on, among other things:

•

the fees and gross margins it realizes with respect to the volume of natural gas and crude oil that it handles;

the prices of, levels of production of, and demand for natural gas and crude oil;

the volume of natural gas and crude oil it gathers, compresses, treats, dehydrates, processes, fractionates, transports and
stores;

the relationship among prices for natural gas, NGLs and crude oil;

cash calls and settlements of hedging positions;

• margin requirements on open price risk management assets and liabilities;

•

the level of competition from other midstream energy companies;

adverse effects of governmental and environmental regulation;

the level of its operation and maintenance expenses and general and administrative costs; and

prevailing economic conditions.

In addition, the actual amount of cash Enable will have available for distribution will depend on other factors, including:

•

the level and timing of its capital expenditures;

the cost of acquisitions;

its debt service requirements and other liabilities;

fluctuations in its working capital needs;

its ability to borrow funds and access capital markets;

restrictions contained in its debt agreements;

the amount of cash reserves established by its general partner; and

other business risks affecting its cash levels.

We are not able to exercise control over Enable, which entails certain risks.

Enable is controlled equally by CERC Corp. and OGE, who each own 50% of the management rights in the general partner
of Enable. The general partner of Enable is currently governed by a board made up of an equal number of representatives designated
by each of us and OGE and an independent director. In addition, until the completion of Enable’s initial public offering, ArcLight
will have approval rights over certain material activities of Enable, including material increases in capital expenditures and certain
equity issuances, entering into transactions with related parties, and acquiring, pledging or disposing of certain material assets.
Following completion of Enable’s initial public offering, the board of directors of Enable’s general partner is expected to be
composed of an equal number of directors appointed by OGE and by us, the president and chief executive officer of Enable’s
general partner and up to three directors who are independent as defined under the independence standards established by the New
York Stock Exchange. Accordingly, we are not able to exercise control over Enable.

We may not realize the benefits we expect from our interests in Enable.

Enable may under-perform, causing our financial results to differ from our own or the investment community’s expectations.
In addition, Enable may not be able to achieve anticipated operational and commercial synergies or realize expected growth
opportunities. The success of Enable will in part depend on its ability to integrate the operations of the businesses we contributed
to Enable with those contributed by OGE and ArcLight. The integration process may be complex, costly and time-consuming.
The potential difficulties of integrating the operations include, among others:

•

implementing our business plan for the combined business;

changes in applicable laws and regulations or conditions imposed by regulators;

retaining key employees;

operating risks inherent in the contributed businesses;

realizing growth, revenue and expense targets; and

unanticipated issues, costs, obligations and liabilities.

Although we jointly control Enable with OGE, we may have conflicts of interest with Enable that could subject us to claims

that we have breached our fiduciary duty to Enable and its unitholders.

CERC Corp. and OGE each own 50% of the management rights in Enable’s general partner, as well as limited partnership
interests in Enable, and interests in the incentive distribution rights held by Enable’s general partner. Conflicts of interest may
arise between us and Enable and its unitholders. In resolving these conflicts, we may favor our own interests and the interests of
our affiliates over the interests of Enable and its unitholders as long as the resolution does not conflict with Enable’s partnership
agreement. These circumstances could subject us to claims that, in favoring our own interests and those of our affiliates, we
breached a fiduciary duty to Enable or its unitholders.

Enable’s contracts are subject to renewal risks.

Enable generates a substantial portion of its gross margins under long-term, fee-based agreements. As these and other contracts
expire, Enable may have to negotiate extensions or renewals with existing suppliers and customers or enter into new contracts
with other suppliers and customers. Enable may be unable to obtain new contracts on favorable commercial terms, if at all. It also
may be unable to maintain the economic structure of a particular contract with an existing customer or the overall mix of its
contract portfolio. For example, depending on prevailing market conditions at the time of a contract renewal, gathering and
processing customers with fixed-fee or fixed-margin contracts may desire to enter into contracts under different fee arrangements.
To the extent Enable is unable to renew its existing contracts on terms that are favorable to it, if at all, or successfully manage its
overall contract mix over time, its revenue, results of operations and distributable cash flow could be adversely affected.

Enable depends on a small number of customers for a significant portion of its firm transportation and storage services
revenues. The loss of, or reduction in volumes from, these customers could result in a decline in sales of its transportation and
storage services and its consolidated financial position, results of operations and its ability to make cash distributions.

Enable provides firm transportation and storage services to certain key customers on its system. Its major transportation
customers are affiliates of CenterPoint Energy, Laclede Group (Laclede), OGE, American Electric Power Company, Inc. (AEP)
and Exxon Mobil Corporation (Exxon). Enable’s interstate transportation and storage assets were designed and built to serve
affiliates of CenterPoint Energy, Laclede, OGE and AEP.

Enable-Mississippi River Transmission, LLC’s (MRT) firm transportation and storage contracts with Laclede are scheduled
to expire in 2015 and 2016. The primary terms of Enable Gas Transmission, LLC’s (EGT) firm transportation and storage contracts
with CERC’s natural gas distribution business will expire in 2018.

Enable’s firm transportation contract with an affiliate of AEP expires January 1, 2015 and will remain in effect from year to
year thereafter unless either party provides written notice of termination to the other party at least 180 days prior to the
commencement of the succeeding annual period. The stated term of the OG&E transportation and storage contract expired April
30, 2009, but the contract remained in effect from year to year thereafter. On January 31, 2014, OG&E provided written notice
of termination of the contract, effective April 30, 2014. Negotiations regarding the new contract are ongoing, and there can be no
28

assurance that the new contract will be agreed upon, or, if agreed upon, that the terms of the new contract will be as favorable to
Enable as the expiring contract.

The loss of all or even a portion of the interstate or intrastate transportation and storage services for any of these customers,
the failure to extend or replace these contracts or the extension or replacement of these contracts on less favorable terms, as a
result of competition or otherwise, could adversely affect Enable’s consolidated financial position, results of operations and its
ability to make cash distributions.

Enable’s businesses are dependent, in part, on the drilling and production decisions of others.

Enable’s businesses are dependent on the continued availability of natural gas and crude oil production. Enable has no control
over the level of drilling activity in its areas of operation, the amount of reserves associated with wells connected to its systems
or the rate at which production from a well declines. In addition, Enable’s cash flows associated with wells currently connected
to its systems will decline over time. To maintain or increase throughput levels on its gathering and transportation systems and
the asset utilization rates at its natural gas processing plants, Enable’s customers must continually obtain new natural gas and crude
oil supplies. The primary factors affecting Enable’s ability to obtain new supplies of natural gas and crude oil and attract new
customers to its assets are the level of successful drilling activity near these systems, its ability to compete for volumes from
successful new wells and its ability to expand capacity as needed. If Enable is not able to obtain new supplies of natural gas and
crude oil to replace the natural decline in volumes from existing wells, throughput on its gathering, processing, transportation and
storage facilities will decline, which could have a material adverse effect on its results of operations and distributable cash flow.
Enable has no control over producers or their drilling and production decisions, which are affected by, among other things:

•

the availability and cost of capital;

prevailing and projected commodity prices, including the prices of natural gas, NGLs and crude oil;

demand for natural gas, NGLs and crude oil;

levels of reserves;

geological considerations;

environmental or other governmental regulations, including the availability of drilling permits and the regulation of
hydraulic fracturing; and

•

the availability of drilling rigs and other costs of production and equipment.

Fluctuations in energy prices can also greatly affect the development of new natural gas and crude oil reserves. Drilling and
production activity generally decreases as commodity prices decrease. In general terms, the prices of natural gas, crude oil and
other hydrocarbon products fluctuate in response to changes in supply and demand, market uncertainty and a variety of additional
factors that are beyond Enable’s control. Because of these factors, even if new natural gas or crude oil reserves are known to exist
in areas served by Enable’s assets, producers may choose not to develop those reserves. Declines in natural gas or crude oil prices
can have a negative impact on exploration, development and production activity and, if sustained, could lead to decreases in such
activity. A sustained decline could also lead producers to shut in production from their existing wells. Sustained reductions in
exploration or production activity in Enable’s areas of operation could lead to further reductions in the utilization of its systems,
which could have a material adverse effect on its business, financial condition, results of operations and ability to make cash
distributions.

In addition, it may be more difficult to maintain or increase the current volumes on Enable’s gathering systems, as several of
the formations in the unconventional resource basins in which it operates generally have higher initial production rates and steeper
production decline curves than wells in more conventional basins. Should Enable determine that the economics of its gathering
assets do not justify the capital expenditures needed to grow or maintain volumes associated therewith, Enable may reduce such
capital expenditures, which could cause revenues associated with these assets to decline over time. In addition to capital expenditures
to support growth, the steeper production decline curves associated with unconventional resource plays may require Enable to
incur higher maintenance capital expenditures relative to throughput over time, which will reduce its distributable cash flow.

Because of these and other factors, even if new reserves are known to exist in areas served by Enable’s assets, producers may
choose not to develop those reserves. Reductions in drilling activity would result in Enable’s inability to maintain the current
levels of throughput on its systems and could have a material adverse effect on its results of operations and distributable cash flow.
29

Enable’s industry is highly competitive, and increased competitive pressure could adversely affect its results of operations

and distributable cash flow.

Enable competes with similar enterprises in its respective areas of operation. The principal elements of competition are rates,
terms of service and flexibility and reliability of service. Enable’s competitors include large crude oil, natural gas and petrochemical
companies that have greater financial resources and access to supplies of natural gas, NGLs and crude oil than Enable. Some of
these competitors may expand or construct gathering, processing, transportation and storage systems that would create additional
competition for the services Enable provides to its customers. Excess pipeline capacity in the regions served by Enable’s interstate
pipelines could also increase competition and adversely impact Enable’s ability to renew or enter into new contracts with respect
to its available capacity when existing contracts expire. In addition, Enable’s customers that are significant producers of natural
gas may develop their own gathering, processing, transportation and storage systems in lieu of using Enable’s systems. Enable’s
ability to renew or replace existing contracts with its customers at rates sufficient to maintain current revenues and cash flows
could be adversely affected by the activities of its competitors and customers. Further, natural gas utilized as a fuel competes with
other forms of energy available to end-users, including electricity, coal and liquid fuels. Increased demand for such forms of energy
at the expense of natural gas could lead to a reduction in demand for natural gas gathering, processing, transportation and
transportation services. All of these competitive pressures could adversely affect Enable’s results of operations and distributable
cash flow.

Enable may not be able to recover the costs of its substantial planned investment in capital improvements and additions, and

the actual cost of such improvements and additions may be significantly higher than it anticipates.

Enable’s business plan calls for extensive investment in capital improvements and additions. The construction of additions
or modifications to Enable’s existing systems, and the construction of new midstream assets, involves numerous regulatory,
environmental, political and legal uncertainties, many of which are beyond Enable’s control and may require the expenditure of
significant amounts of capital, which may exceed its estimates. These projects may not be completed at the planned cost, on
schedule or at all. The construction of new pipeline, gathering, treating, processing, compression or other facilities is subject to
construction cost overruns due to labor costs, costs of equipment and materials such as steel, labor shortages or weather or other
delays, inflation or other factors, which could be material. In addition, the construction of these facilities is typically subject to
the receipt of approvals and permits from various regulatory agencies. Those agencies may not approve the projects in a timely
manner, if at all, or may impose restrictions or conditions on the projects that could potentially prevent a project from proceeding,
lengthen its expected completion schedule and/or increase its anticipated cost. Moreover, Enable’s revenues and cash flows may
not increase immediately upon the expenditure of funds on a particular project. For instance, if Enable expands an existing pipeline
or constructs a new pipeline, the construction may occur over an extended period of time, and Enable may not receive any material
increases in revenues or cash flows until the project is completed. In addition, Enable may construct facilities to capture anticipated
future growth in production in a region in which such growth does not materialize. As a result, the new facilities may not be able
to achieve Enable’s expected investment return, which could adversely affect its results of operations and its ability to make cash
distributions.

In connection with Enable’s capital investments, Enable may engage a third party to estimate potential reserves in areas to
be developed prior to constructing facilities in those areas. To the extent Enable relies on estimates of future production in deciding
to construct additions to its systems, those estimates may prove to be inaccurate due to numerous uncertainties inherent in estimating
future production. As a result, new facilities may not be able to attract sufficient throughput to achieve expected investment return,
which could adversely affect Enable’s results of operations and its ability to make cash distributions. In addition, the construction
of additions to existing gathering and transportation assets may require new rights-of-way prior to construction. Those rights-of-
way to connect new natural gas supplies to existing gathering lines may be unavailable and Enable may not be able to capitalize
on attractive expansion opportunities. Additionally, it may become more expensive to obtain new rights-of-way or to renew existing
rights-of-way. If the cost of renewing or obtaining new rights-of-way increases, Enable’s results of operations and its ability to
make cash distributions could be adversely affected.

Natural gas, NGL and crude oil prices are volatile, and changes in these prices could adversely affect Enable’s results of

operations and its ability to make cash distributions.

Enable’s results of operations and its ability to make cash distributions could be negatively affected by adverse movements
in the prices of natural gas, NGLs and crude oil depending on factors that are beyond its control. These factors include demand
for these commodities, which fluctuates with changes in market and economic conditions and other factors, including the impact
of seasonality and weather, general economic conditions, the level of domestic and offshore natural gas production and consumption,
the availability of imported natural gas, LNG, NGLs and crude oil, actions taken by foreign natural gas and oil producing nations,
the availability of local, intrastate and interstate transportation systems, the availability and marketing of competitive fuels, the
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impact of energy conservation efforts, technological advances affecting energy consumption and the extent of governmental
regulation and taxation.

Enable’s keep-whole natural gas processing arrangements expose it to fluctuations in the pricing spreads between NGL prices
and natural gas prices. Under these arrangements, the processor processes raw natural gas to extract NGLs and pays to the producer
the natural gas equivalent Btu value of raw natural gas received from the producer in the form of either processed natural gas or
its cash equivalent. The processor is generally entitled to retain the processed NGLs and to sell them for its own account. Accordingly,
the processor’s margin is a function of the difference between the value of the NGLs produced and the cost of the processed natural
gas used to replace the natural gas equivalent Btu value of those NGLs. Therefore, if natural gas prices increase and NGL prices
do not increase by a corresponding amount, the processor has to replace the Btu of natural gas at higher prices and processing
margins are negatively affected.

Under Enable’s percent-of-proceeds and percent-of-liquids natural gas processing agreements, the processor generally gathers
raw natural gas from producers at the wellhead, transports the natural gas through its gathering system, processes the natural gas
and sells the processed natural gas and/or NGLs at prices based on published index prices. The price paid to producers is based
on an agreed percentage of the actual proceeds of the sale of processed natural gas, NGLs or both, or the expected proceeds based
on an index price. These arrangements expose Enable to risks associated with the price of natural gas and NGLs.

At any given time, Enable’s overall portfolio of processing contracts may reflect a net short position in natural gas (meaning
that it is a net buyer of natural gas) and a net long position in NGLs (meaning that it is a net seller of NGLs). As a result, Enable’s
gross margin could be adversely impacted to the extent the price of NGLs decreases in relation to the price of natural gas.

Enable has limited experience in the crude oil gathering business.

In November 2013, Enable commenced initial operations on a new crude oil gathering pipeline system in North Dakota’s
Bakken shale formation, and Enable expects to place additional related assets in service in 2014. The gathering system, located
in Dunn and McKenzie Counties in North Dakota, has a planned capacity of up to 19,500 barrels per day. These facilities are the
first crude oil gathering system that Enable has built and operated. Other operators of gathering systems in the Bakken shale
formation may have more experience in the construction, operation and maintenance of crude oil gathering systems than Enable.
This relative lack of experience may hinder Enable’s ability to fully implement its business plan in a timely and cost efficient
manner, which, in turn, may adversely affect its results of operations and its ability to make cash distributions.

Enable provides certain transportation and storage services under long-term, fixed-price “negotiated rate” contracts that
are not subject to adjustment, even if its cost to perform such services exceeds the revenues received from such contracts, and,
as a result, Enable’s costs could exceed its revenues received under such contracts.

Enable has been authorized by the FERC to provide transportation and storage services at its facilities at negotiated rates.
Generally, negotiated rates are in excess of the maximum recourse rates allowed by the FERC, but it is possible that costs to
perform services under “negotiated rate” contracts will exceed the revenues obtained under these agreements. If this occurs, it
could decrease the cash flow realized by Enable’s systems and, therefore, decrease the cash it has available for distribution.

“Negotiated rate” contracts generally do not include provisions allowing for adjustment for increased costs due to inflation,
pipeline safety activities or other factors that are not tied to an applicable tracking mechanism authorized by the FERC. Successful
recovery of any shortfall of revenue, representing the difference between “recourse rates” (if higher) and negotiated rates, is not
assured under current FERC policies.

If third-party pipelines and other facilities interconnected to Enable’s gathering, processing or transportation facilities
become partially or fully unavailable for any reason, Enable’s results of operations and its ability to make cash distributions
could be adversely affected.

Enable depends upon third-party natural gas pipelines to deliver natural gas to, and take natural gas from, its transportation
systems. Enable also depends on third-party facilities to transport and fractionate NGLs that are delivered to the third party at the
tailgates of the processing plants. Fractionation is the separation of the heterogeneous mixture of extracted NGLs into individual
components for end-use sale. For example, an outage or disruption on certain pipelines or fractionators operated by a third party
could result in the shutdown of certain of Enable’s processing plants, and a prolonged outage or disruption could ultimately result
in a reduction in the volume of NGLs Enable is able to produce. Additionally, Enable depends on third parties to provide electricity
for compression at many of its facilities. Since Enable does not own or operate any of these third-party pipelines or other facilities,
their continuing operation is not within its control. If any of these third-party pipelines or other facilities become partially or fully

unavailable for any reason, Enable’s results of operations and its ability to make cash distributions to unitholders could be adversely
affected.

Enable does not own all of the land on which its pipelines and facilities are located, which could disrupt its operations.

Enable does not own all of the land on which its pipelines and facilities have been constructed, and it is therefore subject to
the possibility of more onerous terms and/or increased costs to retain necessary land use if it does not have valid rights-of-way or
if such rights-of-way lapse or terminate. Enable may obtain the rights to construct and operate its pipelines on land owned by third
parties and governmental agencies for a specific period of time. A loss of these rights, through Enable’s inability to renew right-
of-way contracts or otherwise, could cause it to cease operations temporarily or permanently on the affected land, increase costs
related to the construction and continuing operations elsewhere and adversely affect its results of operations and ability to make
cash distributions.

Enable conducts a portion of its operations through joint ventures, which subject it to additional risks that could have a

material adverse effect on the success of these operations and Enable’s financial position and results of operations.

Enable conducts a portion of its operations through joint ventures with third parties, including affiliates of Spectra Energy
Corp, DCP Midstream Partners, LP, Trans Louisiana Gas Pipeline, Inc. and Pablo Gathering LLC. Enable may also enter into
other joint venture arrangements in the future. These third parties may have obligations that are important to the success of the
joint venture, such as the obligation to pay their share of capital and other costs of the joint venture. The performance of these
third-party obligations, including the ability of the third parties to satisfy their obligations under these arrangements, is outside
Enable’s control. If these parties do not satisfy their obligations under these arrangements, Enable’s business may be adversely
affected.

Enable’s joint venture arrangements may involve risks not otherwise present when operating assets directly. For example,
Enable’s joint venture partners may share certain approval rights over major decisions or be in a position to take actions contrary
to Enable’s instructions or requests or contrary to its policies or objectives.

These risks or the failure to continue Enable’s joint ventures or to resolve disagreements with Enable’s joint venture partners
could adversely affect Enable’s ability to transact the business that is the subject of such joint venture, which would in turn
negatively affect Enable’s financial condition and results of operations.

Enable’s business involves many hazards and operational risks, some of which may not be fully covered by insurance.
Insufficient insurance coverage and increased insurance costs could adversely impact its results of operations and its ability
to make cash distributions.

Enable’s operations are subject to all of the risks and hazards inherent in the gathering, processing, transportation and storage

of natural gas and crude oil, including:

•

damage to pipelines and plants, related equipment and surrounding properties caused by hurricanes, tornadoes, floods,
fires and other natural disasters, acts of terrorism and actions by third parties;

inadvertent damage from construction, vehicles, farm and utility equipment;

leaks of natural gas, crude oil and other hydrocarbons or losses of natural gas and crude oil as a result of the malfunction
of equipment or facilities;

ruptures, fires and explosions; and

other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.

These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of
property, plant and equipment and pollution or other environmental damage. These risks may also result in curtailment or suspension
of Enable’s operations. A natural disaster or other hazard affecting the areas in which Enable operates could have a material adverse
effect on its operations. Enable is not fully insured against all risks inherent in its business. We and OGE currently have general
liability and property insurance in place to cover certain of Enable’s facilities in amounts that we consider appropriate. Such
policies are subject to certain limits and deductibles. Enable does not have business interruption insurance coverage for all of its
operations. Insurance coverage may not be available in the future at current costs or on commercially reasonable terms, and the

insurance proceeds received for any loss of, or any damage to, any of Enable’s facilities may not be sufficient to restore the loss
or damage without negative impact on its results of operations and its ability to make cash distributions.

Enable’s ability to grow is dependent on its ability to access external financing sources.

Enable expects that it will distribute all of its “available cash” to its unitholders following its initial public offering. As a result,
Enable is expected to rely primarily upon external financing sources, including commercial bank borrowings and the issuance of
debt and equity securities, to fund acquisitions and expansion capital expenditures. As a result, to the extent Enable is unable to
finance growth externally, Enable’s cash distribution policy will significantly impair its ability to grow. In addition, because Enable
is expected to distribute all of its available cash, its growth may not be as fast as businesses that reinvest their available cash to
expand ongoing operations.

To the extent Enable issues additional units in connection with any acquisitions or expansion capital expenditures, the payment
of distributions on those additional units may increase the risk that Enable will be unable to maintain or increase its per unit
distribution level, which in turn may impact the available cash that it has to distribute on each unit. There are no limitations in
Enable’s partnership agreement on its ability to issue additional units, including units ranking senior to the common units. The
incurrence of additional commercial borrowings or other debt by Enable to finance its growth strategy would result in increased
interest expense, which in turn may negatively impact the available cash that Enable has to distribute to its unitholders.

If Enable does not make acquisitions or is unable to make acquisitions on economically acceptable terms, its future growth

will be limited.

Enable’s ability to grow depends, in part, on its ability to make acquisitions that result in an increase in its cash generated
from operations. If Enable is unable to make accretive acquisitions either because: (i) it is unable to identify attractive acquisition
targets or it is unable to negotiate purchase contracts on acceptable terms, (ii) it is unable to obtain acquisition financing on
economically acceptable terms, or (iii) it is outbid by competitors, then its future growth and ability to increase distributions will
be limited.

Enable’s debt levels may limit its flexibility in obtaining additional financing and in pursuing other business opportunities.

As of December 31, 2013, Enable had approximately $1.9 billion of long-term debt outstanding and $200 million of short-
term debt outstanding, excluding the premiums on senior notes. Enable has $363 million of long-term notes payable-affiliated
companies due to CenterPoint Energy. Enable has a $1.4 billion revolving credit facility for working capital, capital expenditures
and other partnership purposes, including acquisitions, of which $1.1 billion was available as of December 31, 2013. As of January
2014, Enable has the ability to issue up to $1.4 billion in commercial paper, subject to available borrowing capacity under its
revolving credit facility and market conditions. Enable will continue to have the ability to incur additional debt, subject to limitations
in its credit facilities. The levels of Enable’s debt could have important consequences, including the following:

•

the ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other
purposes may be impaired or the financing may not be available on favorable terms, if at all;

a portion of cash flows will be required to make interest payments on the debt, reducing the funds that would otherwise
be available for operations, future business opportunities and distributions;

• Enable’s debt level will make it more vulnerable to competitive pressures or a downturn in its business or the economy

generally; and

• Enable’s debt level may limit its flexibility in responding to changing business and economic conditions.

Enable’s ability to service its debt will depend upon, among other things, its future financial and operating performance, which
will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond
Enable’s control. If operating results are not sufficient to service current or future indebtedness, Enable may be forced to take
actions such as reducing distributions, reducing or delaying business activities, acquisitions, investments or capital expenditures,
selling assets, restructuring or refinancing debt, or seeking additional equity capital. These actions may not be effected on
satisfactory terms, or at all.

Enable’s credit facilities contain operating and financial restrictions, including covenants and restrictions that may be
affected by events beyond Enable’s control, which could adversely affect its business, financial condition, results of operations
and ability to make quarterly distributions.

Enable’s credit facilities contain customary covenants that, among other things, limit its ability to:

•

permit its subsidiaries to incur or guarantee additional debt;

incur or permit to exist certain liens on assets;

dispose of assets;

• merge or consolidate with another company or engage in a change of control;

•

enter into transactions with affiliates on non-arm’s length terms; and

change the nature of its business.

Enable’s credit facilities also require it to maintain certain financial ratios. Enable’s ability to meet those financial ratios can
be affected by events beyond its control, and we cannot assure you that it will meet those ratios. In addition, Enable’s credit
facilities contain events of default customary for agreements of this nature.

Enable’s ability to comply with the covenants and restrictions contained in its credit facilities may be affected by events
beyond its control, including prevailing economic, financial and industry conditions. If market or other economic conditions
deteriorate, Enable’s ability to comply with these covenants may be impaired. If Enable violates any of the restrictions, covenants,
ratios or tests in its credit facilities, a significant portion of its indebtedness may become immediately due and payable. In addition,
Enable’s lenders’ commitments to make further loans to it under the revolving credit facility may be suspended or terminated.
Enable might not have, or be able to obtain, sufficient funds to make these accelerated payments.

Costs of compliance with existing environmental laws and regulations are significant, and the cost of compliance with future
environmental laws and regulations may adversely affect Enable’s results of operations and its ability to make cash distributions.

Enable is subject to extensive federal, state and local environmental statutes, rules and regulations relating to air quality, water
quality, waste management, wildlife conservation, natural resources and health and safety that could, among other things, delay
or increase its costs of construction, restrict or limit the output of certain facilities and/or require additional pollution control
equipment and otherwise increase costs. There are significant capital, operating and other costs associated with compliance with
these environmental statutes, rules and regulations and those costs may be even more significant in the future.

There is inherent risk of the incurrence of environmental costs and liabilities in Enable’s operations due to its handling of
natural gas, NGLs and crude oil, air emissions related to its operations and historical industry operations and waste disposal
practices. These activities are subject to stringent and complex federal, state and local laws and regulations governing environmental
protection, including the discharge of materials into the environment and the protection of plants, wildlife, and natural and cultural
resources. These laws and regulations can restrict or impact Enable’s business activities in many ways, such as restricting the way
it can handle or dispose of wastes or requiring remedial action to mitigate pollution conditions that may be caused by its operations
or that are attributable to former operators. Joint and several strict liability may be incurred, without regard to fault, under certain
of these environmental laws and regulations in connection with discharges or releases of wastes on, under or from Enable’s
properties and facilities, many of which have been used for midstream activities for a number of years, oftentimes by third parties
not under its control. Private parties, including the owners of the properties through which Enable’s gathering systems pass and
facilities where its wastes are taken for reclamation or disposal, may also have the right to pursue legal actions to enforce compliance,
as well as to seek damages for non-compliance, with environmental laws and regulations or for personal injury or property damage.
For example, an accidental release from one of Enable’s pipelines could subject it to substantial liabilities arising from environmental
cleanup and restoration costs, claims made by neighboring landowners and other third parties for personal injury and property
damage and fines or penalties for related violations of environmental laws or regulations. Enable may be unable to recover these
costs from insurance. Moreover, the possibility exists that stricter laws, regulations or enforcement policies could significantly
increase compliance costs and the cost of any remediation that may become necessary. Further, stricter requirements could
negatively impact Enable’s customers’ production and operations, resulting in less demand for its services.

Increased regulation of hydraulic fracturing could result in reductions or delays in natural gas production by Enable’s

customers, which could adversely affect its results of operations and ability to make cash distributions.

Hydraulic fracturing is an important and common practice that is used to stimulate production of natural gas and/or oil from
dense subsurface rock formations. The hydraulic fracturing process involves the injection of water, sand, and chemicals under
pressure into targeted subsurface formations to fracture the surrounding rock and stimulate production. Many of Enable’s customers
commonly use hydraulic fracturing techniques in their drilling and completion programs. Hydraulic fracturing typically is regulated
by state oil and natural gas commissions. In addition, Congress from time to time has considered the adoption of legislation to
provide for federal regulation of hydraulic fracturing under the Safe Drinking Water Act (SDWA) and to require disclosure of the
chemicals used in the hydraulic fracturing process. Some states have adopted, and other states are considering adopting, legal
requirements that could impose more stringent permitting, public disclosure or well construction requirements on hydraulic
fracturing activities. Local government also may seek to adopt ordinances within their jurisdictions regulating the time, place and
manner of drilling activities in general or hydraulic fracturing activities in particular. If new or more stringent federal, state or
local legal restrictions relating to the hydraulic fracturing process are adopted in areas where Enable’s oil and natural gas exploration
and production customers operate, they could incur potentially significant added costs to comply with such requirements, experience
delays or curtailment in the pursuit of exploration, development, or production activities, and perhaps even be precluded from
drilling wells, some or all of which activities could adversely affect demand for Enable’s services to those customers.

In addition, certain governmental reviews have been conducted or are underway that focus on environmental aspects of
hydraulic fracturing practices. The EPA has commenced a study of the potential environmental effects of hydraulic fracturing on
drinking water and groundwater. A draft final report drawing conclusions about the potential impacts of hydraulic fracturing on
drinking water resources is currently expected to be available for public comment and peer review in 2014. Moreover, the EPA
has announced that it will develop effluent limitations for the treatment and discharge of wastewater resulting from hydraulic
fracturing activities by 2014. Other governmental agencies, including the U.S. Department of Energy and the U.S. Department of
the Interior, have evaluated or are evaluating various other aspects of hydraulic fracturing. President Obama created the Interagency
Working Group on Unconventional Natural Gas and Oil by Executive Order on April 13, 2012, which is charged with coordinating
and aligning federal agency research and scientific studies on unconventional natural gas and oil resources, including hydraulic
fracturing. These ongoing or proposed studies, depending on their degree of pursuit and any meaningful results obtained, could
spur initiatives to further regulate hydraulic fracturing under the SDWA or other regulatory mechanisms.

Enable’s operations are subject to extensive regulation by federal regulatory authorities. Changes or additional regulatory
measures adopted by such authorities could have a material adverse effect on Enable’s results of operations and ability to make
cash distributions.

The rates charged by several of Enable’s pipeline systems, including for interstate gas transportation service provided by its
intrastate pipelines, are regulated by the FERC. The FERC and state regulatory agencies also regulate other terms and conditions
of the services Enable may offer. If one of these regulatory agencies, on its own initiative or due to challenges by third parties,
were to lower its tariff rates or deny any rate increase or other material changes to the types, or terms and conditions, of service
Enable might propose or offer, the profitability of Enable’s pipeline businesses could suffer. If Enable were permitted to raise its
tariff rates for a particular pipeline, there might be significant delay between the time the tariff rate increase is approved and the
time that the rate increase actually goes into effect, which could also limit its profitability. Furthermore, competition from other
pipeline systems may prevent Enable from raising its tariff rates even if regulatory agencies permit it to do so. The regulatory
agencies that regulate Enable’s systems periodically implement new rules, regulations and terms and conditions of services subject
to their jurisdiction. New initiatives or orders may adversely affect the rates charged for Enable’s services or otherwise adversely
affect its financial condition, results of operations and cash flows and its ability to make cash distributions.

Enable’s natural gas interstate pipelines are regulated by the FERC under the Natural Gas Act of 1938, or NGA, the Natural
Gas Policy Act of 1978, or the NGPA, and the Energy Policy Act of 2005, or EPAct of 2005. Generally, the FERC’s authority over
interstate natural gas transportation extends to:

•

rates, operating terms, conditions of service and service contracts;

certification and construction of new facilities;

extension or abandonment of services and facilities or expansion of existing facilities;

• maintenance of accounts and records;

•

acquisition and disposition of facilities;

•

initiation and discontinuation of services;

depreciation and amortization policies;

conduct and relationship with certain affiliates;

• market manipulation in connection with interstate sales, purchases or natural gas transportation; and

•

various other matters.

The FERC’s jurisdiction extends to the certification and construction of interstate transportation and storage facilities,
including, but not limited to expansions, lateral and other facilities and abandonment of facilities and services. Prior to commencing
construction of significant new interstate transportation and storage facilities, an interstate pipeline must obtain a certificate
authorizing the construction, or an order amending its existing certificate, from the FERC. Certain minor expansions are authorized
by blanket certificates that the FERC has issued by rule. Typically, a significant expansion project requires review by a number
of governmental agencies, including state and local agencies, whose cooperation is important in completing the regulatory process
on schedule. Any failure by an agency to issue sufficient authorizations or permits in a timely manner for one or more of these
projects may mean that Enable will not be able to pursue these projects or that they will be constructed in a manner or with capital
requirements that Enable did not anticipate. Enable’s inability to obtain sufficient permits and authorizations in a timely manner
could materially and negatively impact the additional revenues expected from these projects.

The FERC conducts audits to verify compliance with the FERC’s regulations and the terms of its orders, including whether
the websites of interstate pipelines accurately provide information on the operations and availability of services. The FERC’s
regulations require uniform terms and conditions for service, as set forth in agreements for transportation and storage services
executed between interstate pipelines and their customers. These service agreements are required to conform, in all material
respects, with the standard form of service agreements set forth in the pipeline’s FERC-approved tariff. Non-conforming agreements
must be filed with, and accepted by, the FERC. In the event that the FERC finds that an agreement, in whole or part, is materially
non-conforming, it could reject the agreement or require Enable to seek modification, or alternatively require it to modify its tariff
so that the non-conforming provisions are generally available to all customers.

The rates, terms and conditions for transporting natural gas in interstate commerce on certain of Enable’s intrastate pipelines
and for services offered at certain of its storage facilities are subject to the jurisdiction of the FERC under Section 311 of the
NGPA. Rates to provide such interstate transportation service must be “fair and equitable” under the NGPA and are subject to
review, refund with interest if found not to be fair and equitable, and approval by the FERC at least once every five years.

Enable’s crude oil gathering pipelines are subject to common carrier regulation by the FERC under the Interstate Commerce
Act, or ICA. The ICA requires that Enable maintain tariffs on file with the FERC setting forth the rates it charges for providing
transportation services, as well as the rules and regulations governing such services. The ICA requires, among other things, that
Enable’s rates must be “just and reasonable” and that it provides service in a manner that is nondiscriminatory.

Enable’s operations may also be subject to regulation by state and local regulatory authorities. Changes or additional
regulatory measures adopted by such authorities could adversely affect its results of operations and its ability to make cash
distributions.

Enable’s pipeline operations that are not regulated by the FERC may be subject to state and local regulation applicable to
intrastate natural and transportation services. The relevant states in which Enable operates include North Dakota, Oklahoma,
Arkansas, Louisiana, Texas, Missouri, Kansas, Mississippi, Tennessee and Illinois. State and local regulations generally focus on
safety, environmental and, in some circumstances, prohibition of undue discrimination among shippers. Additional rules and
legislation pertaining to these matters are considered and, in some instances, adopted from time to time. We cannot predict what
effect, if any, such changes might have on Enable’s operations, but Enable could be required to incur additional capital expenditures
and increased costs depending on future legislative and regulatory changes. Other state and local regulations also may affect
Enable’s business. Any such state or local regulation could have an adverse effect on its business and the results of its operations.

Enable’s gathering lines may be subject to ratable take and common purchaser statutes. Ratable take statutes generally require
gatherers to take, without undue discrimination, oil or natural gas production that may be tendered to the gatherer for handling.
Similarly, common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply
or producer. These statutes restrict Enable’s right as an owner of gathering facilities to decide with whom it contracts to purchase
or transport oil or natural gas. Federal law leaves economic regulation of natural gas gathering to the states. The states in which
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Enable operates have adopted complaint-based regulation of oil and natural gas gathering activities, which allows oil and natural
gas producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to access to oil and
natural gas gathering pipelines and rate discrimination.

Other state regulations may not directly regulate Enable’s business, but may nonetheless affect the availability of natural gas
for processing, including state regulation of production rates and maximum daily production allowable from gas wells. While
Enable’s gathering lines are currently subject to limited state regulation, there is a risk that state laws will be changed, which may
give producers a stronger basis to challenge the regulatory status of a line, or the rates, terms and conditions of a gathering line
providing transportation service.

A change in the jurisdictional characterization of some of Enable’s assets by federal, state or local regulatory agencies or a
change in policy by those agencies may result in increased regulation of its assets, which may cause its revenues to decline
and operating expenses to increase.

Enable’s natural gas gathering and intrastate transportation operations are generally exempt from the jurisdiction of the FERC
under the NGA, but FERC regulation may indirectly impact these businesses and the markets for products derived from these
businesses. The FERC’s policies and practices across the range of its oil and natural gas regulatory activities, including, for example,
its policies on interstate open access transportation, ratemaking, capacity release, and market center promotion may indirectly
affect intrastate markets. In recent years, the FERC has pursued pro-competitive policies in its regulation of interstate oil and
natural gas pipelines. However, we cannot assure you that the FERC will continue to pursue this approach as it considers matters
such as pipeline rates and rules and policies that may indirectly affect the intrastate natural gas transportation business. Although
the FERC has not made a formal determination with respect to all of Enable’s facilities it considers to be gathering facilities,
Enable believe that its natural gas gathering pipelines meet the traditional tests that the FERC has used to determine that a pipeline
is a gathering pipeline and are therefore not subject to FERC jurisdiction. The distinction between FERC-regulated transmission
services and federally unregulated gathering services, however, has been the subject of substantial litigation, and the FERC
determines whether facilities are gathering facilities on a case-by-case basis, so the classification and regulation of Enable’s
gathering facilities is subject to change based on future determinations by the FERC, the courts or Congress. If the FERC were
to consider the status of an individual facility and determine that the facility and/or services provided by it are not exempt from
FERC regulation under the NGA and that the facility provides interstate service, the rates for, and terms and conditions of, services
provided by such facility would be subject to regulation by the FERC under the NGA or the NGPA. Such regulation could decrease
revenue, increase operating costs, and, depending upon the facility in question, could adversely affect Enable’s financial condition,
results of operations and cash flows and its ability to make cash distributions. In addition, if any of Enable’s facilities were found
to have provided services or otherwise operated in violation of the NGA or NGPA, this could result in the imposition of substantial
civil penalties, as well as a requirement to disgorge revenues collected for such services in excess of the maximum rates established
by the FERC.

Natural gas gathering may receive greater regulatory scrutiny at the state level; therefore, Enable’s natural gas gathering
operations could be adversely affected should they become subject to the application of state regulation of rates and services.
Enable’s gathering operations could also be subject to safety and operational regulations relating to the design, construction, testing,
operation, replacement and maintenance of gathering facilities. We cannot predict what effect, if any, such changes might have
on Enable’s operations, but Enable could be required to incur additional capital expenditures and increased costs depending on
future legislative and regulatory changes.

Enable may incur significant costs and liabilities resulting from pipeline integrity and other similar programs and related

repairs.

The DOT has adopted regulations requiring pipeline operators to develop integrity management programs for transportation
pipelines located in “high consequence areas,” which are those areas where a leak or rupture could do the most harm. The regulations
require operators, including Enable, to, among other things:

•

develop a baseline plan to prioritize the assessment of a covered pipeline segment;

identify and characterize applicable threats that could impact a high consequence area;

improve data collection, integration, and analysis;

repair and remediate pipelines as necessary; and

implement preventive and mitigating action.

Although many of Enable’s pipelines fall within a class that is currently not subject to these requirements, it may incur
significant cost and liabilities associated with repair, remediation, preventive or mitigation measures associated with its non-
exempt pipelines. Should Enable fail to comply with DOT or comparable state regulations, it could be subject to penalties and
fines. Also, the scope of the integrity management program and other related pipeline safety programs could be expanded in the
future.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

Character of Ownership

We lease or own our principal properties in fee, including our corporate office space and various real property. Most of our

electric lines and gas mains are located, pursuant to easements and other rights, on public roads or on land owned by others.

Electric Transmission & Distribution

For information regarding the properties of our Electric Transmission & Distribution business segment, please read
“Business — Our Business — Electric Transmission & Distribution — Properties” in Item 1 of this report, which information is
incorporated herein by reference.

Natural Gas Distribution

For information regarding the properties of our Natural Gas Distribution business segment, please read “Business — Our
Business — Natural Gas Distribution — Assets” in Item 1 of this report, which information is incorporated herein by reference.

Energy Services

For information regarding the properties of our Energy Services business segment, please read “Business — Our Business —

Energy Services — Assets” in Item 1 of this report, which information is incorporated herein by reference.

Midstream Investments

For information regarding the properties of our Midstream Investments business segment, please read “Business — Our

Business — Midstream Investments” in Item 1 of this report, which information is incorporated herein by reference.

Other Operations

For information regarding the properties of our Other Operations business segment, please read “Business — Our Business —

Other Operations” in Item 1 of this report, which information is incorporated herein by reference.

Item 3.

Legal Proceedings

For a discussion of material legal and regulatory proceedings affecting us, please read “Business — Regulation” and
“Business — Environmental Matters” in Item 1 of this report, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations — Liquidity and Capital Resources — Regulatory Matters” in Item 7 of this report and Note 14(d) to
our consolidated financial statements, which information is incorporated herein by reference.

Item 4.

Mine Safety Disclosures

Not applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

As of February 14, 2014, our common stock was held by approximately 37,137 shareholders of record. Our common stock

is listed on the New York and Chicago Stock Exchanges and is traded under the symbol “CNP.”

The following table sets forth the high and low closing prices of the common stock of CenterPoint Energy on the New York
Stock Exchange composite tape during the periods indicated, as reported by Bloomberg, and the cash dividends declared in these
periods.

2013
First Quarter ....................................................................................................
January 8 ..................................................................................................
March 28 .................................................................................................. $

Second Quarter................................................................................................

April 30 .................................................................................................... $
June 20 .....................................................................................................
Third Quarter...................................................................................................

August 1 ................................................................................................... $
September 5 .............................................................................................
Fourth Quarter.................................................................................................

November 15............................................................................................ $
December 13 ............................................................................................

2012
First Quarter ....................................................................................................

January 3 .................................................................................................. $
January 27 ................................................................................................
Second Quarter................................................................................................
April 10 ....................................................................................................
June 18 ..................................................................................................... $

Third Quarter...................................................................................................
August 23 .................................................................................................
September 26 ........................................................................................... $

Fourth Quarter.................................................................................................

October 17................................................................................................ $
December 28 ............................................................................................

Market Price

High

Low

Dividend
Declared

Per Share

23.96

24.68

25.16

25.07

19.89

20.71

21.45

21.75

0.2075

0.2025

19.47

22.49

22.76

22.68

18.23

19.06

20.24

19.00

The closing market price of our common stock on December 31, 2013 was $23.18 per share.

The amount of future cash dividends will be subject to determination based upon our results of operations and financial
condition, our future business prospects, any applicable contractual restrictions and other factors that our board of directors
considers relevant and will be declared at the discretion of the board of directors.

On January 20, 2014, we announced a regular quarterly cash dividend of $0.2375 per share, payable on March 10, 2014 to

shareholders of record on February 14, 2014.

Repurchases of Equity Securities

During the quarter ended December 31, 2013, none of our equity securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934 were purchased by or on behalf of us or any of our “affiliated purchasers,” as defined in Rule 10b-18(a)(3)
under the Securities Exchange Act of 1934.

Item 6. Selected Financial Data

The following table presents selected financial data with respect to our consolidated financial condition and consolidated
results of operations and should be read in conjunction with our consolidated financial statements and the related notes in Item 8
of this report.

Year Ended December 31,

2013

2012

2011 (1)

2010

2009

(in millions, except per share amounts)

Revenues ....................................................................................................... $

8,106

7,452

8,450

8,785

8,281

Equity in Earnings of Unconsolidated Affiliates ..........................................

Income before Extraordinary Item................................................................

Extraordinary Item, net of tax.......................................................................

Net income .................................................................................................... $

Basic earnings per common share:

Income before Extraordinary Item............................................................. $

Extraordinary Item, net of tax....................................................................

Basic earnings per common share................................................................. $

Diluted earnings per common share:

Income before Extraordinary Item............................................................. $

Extraordinary Item, net of tax....................................................................

Diluted earnings per common share ............................................................. $

188

311

—

311

0.73

—

0.73

0.72

—

0.72

Cash dividends declared per common share................................................. $

0.83

Dividend payout ratio ...................................................................................

Return on average common equity ...............................................................

Ratio of earnings to fixed charges ................................................................

At year-end:

Book value per common share................................................................... $

Market price per common share ................................................................

114%

2.42

10.09

23.18

(2)

417

—

417

0.98

—

0.98

0.97

—

0.97

0.81

83%

10%

2.29

10.09

19.25

770

587

1,357

1.81

1.38

3.19

1.80

1.37

3.17

0.79

442

—

442

1.08

—

1.08

1.07

—

1.07

0.78

44% (3)

21% (3)

72%

15%

2.96

(3)

2.08

9.91

20.09

7.53

15.72

372

—

372

1.02

—

1.02

1.01

—

1.01

0.76

75%

16%

1.82

6.74

14.51

Market price as a percent of book value ....................................................

230%

191%

203%

209%

215%

Total assets................................................................................................. $

21,870

22,871

21,703

20,111

19,773

Short-term borrowings ...............................................................................

Transition and system restoration bonds, including current maturities .....

Other long-term debt, including current maturities ...................................

3,400

4,914

3,847

5,910

2,522

6,603

2,805

6,624

3,046

6,976

Capitalization:

Common stock equity ..........................................................................

Long-term debt, including current maturities ......................................

Capitalization, excluding transition and system restoration bonds:

Common stock equity ..........................................................................

Long-term debt, excluding transition and system restoration bonds,
and including current maturities ..........................................................

34%

66%

47%

53%

31%

69%

42%

58%

32%

68%

39%

61%

25%

75%

33%

67%

21%

79%

27%

73%

Capital expenditures................................................................................... $

1,272

1,188

1,191

1,462

1,148

___________________
(1)

2011 Income before Extraordinary Item includes a $224 million after-tax ($0.53 and $0.52 per basic and diluted share,
respectively) return on true-up balance related to a portion of interest on the appealed true-up amount.

(2)

Following the formation of Enable Midstream Partners LP (Enable) on May 1, 2013, Enable owns substantially all of
our former Interstate Pipelines and Field Services business segments, except for our retained 25.05% interest in Southeast
Supply Header, LLC (SESH). As of December 31, 2013, we owned approximately 58.3% of the limited partner interest
in Enable, an unconsolidated subsidiary, which we account for on an equity basis.

(3)

Calculated using Income before Extraordinary Item.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in combination with our consolidated financial statements included in

Item 8 herein.

Background

OVERVIEW

• CenterPoint Energy Houston Electric, LLC (CenterPoint Houston), which engages in the electric transmission and

distribution business in a 5,000-square mile area of the Texas Gulf Coast that includes the city of Houston; and

Business Segments

In this Management’s Discussion and Analysis, we discuss our results from continuing operations on a consolidated basis and
individually for each of our business segments. We also discuss our liquidity, capital resources and certain critical accounting
policies. We are first and foremost an energy delivery company and it is our intention to remain focused on these segments of the
energy business. The results of our business operations are significantly impacted by weather, customer growth, economic
conditions, cost management, competition, rate proceedings before regulatory agencies and other actions of the various regulatory
agencies to whose jurisdiction we are subject. Our electric transmission and distribution services are subject to rate regulation and
are reported in the Electric Transmission & Distribution business segment, as are impacts of generation-related stranded costs and
other true-up balances recoverable by the regulated electric utility. Our natural gas distribution services are also subject to rate
regulation and are reported in the Natural Gas Distribution business segment. The results of our Midstream Investments segment
are dependent upon the results of Enable, which are driven primarily by the volume of natural gas that Enable gathers, processes
and transports across its systems and other factors as discussed below under “- Factors Influencing Our Midstream Investments
Segment.” A summary of our reportable business segments as of December 31, 2013 is set forth below:

Electric Transmission & Distribution

Our electric transmission and distribution operations provide electric transmission and distribution services to retail electric
providers (REPs) serving over two million metered customers in a 5,000-square-mile area of the Texas Gulf Coast that has a
population of approximately six million people and includes the city of Houston.

On behalf of REPs, CenterPoint Houston delivers electricity from power plants to substations, from one substation to another
and to retail electric customers in locations throughout CenterPoint Houston’s certificated service territory. The Electric Reliability
Council of Texas, Inc. (ERCOT) serves as the regional reliability coordinating council for member electric power systems in Texas.
ERCOT membership is open to consumer groups, investor and municipally-owned electric utilities, rural electric cooperatives,
independent generators, power marketers, river authorities and REPs. The ERCOT market represents approximately 85% of the
demand for power in Texas and is one of the nation’s largest power markets. Transmission and distribution services are provided
under tariffs approved by the Public Utility Commission of Texas (Texas Utility Commission).

Natural Gas Distribution

CERC owns and operates our regulated natural gas distribution business (Gas Operations), which engages in intrastate natural
gas sales to, and natural gas transportation for, approximately 3.3 million residential, commercial and industrial customers in
Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas.

Energy Services

CERC’s operations also include non-rate regulated natural gas sales to, and transportation services for, commercial and

industrial customers in 21 states in the central and eastern regions of the United States.

Midstream Investments

We have a significant equity investment in Enable, an unconsolidated subsidiary that owns, operates and develops natural gas
and crude oil assets. Our Midstream Investments segment includes equity earnings associated with the operations of Enable and
a 25.05% interest in SESH currently owned by CERC.

Other Operations

Our other operations business segment includes office buildings and other real estate used in our business operations and

other corporate operations which support all of our business operations.

Factors Influencing Our Businesses

EXECUTIVE SUMMARY

We are an energy delivery company. The majority of our revenues are generated from the sale of natural gas and the transmission
and delivery of electricity by our subsidiaries. We do not own or operate electric generating facilities or make retail sales to end-
use electric customers. To assess our financial performance, our management primarily monitors operating income and cash flows
from our business segments. Within these broader financial measures, we monitor margins, operation and maintenance expense,
interest expense, capital spending and working capital requirements. In addition to these financial measures we also monitor a
number of variables that management considers important to the operation of our business segments, including the number of
customers, throughput, use per customer, commodity prices and heating and cooling degree days. We also monitor system reliability,
safety factors and customer satisfaction to gauge our performance.

To the extent adverse economic conditions affect our suppliers and customers, results from our energy delivery businesses
may suffer. Reduced demand and lower energy prices could lead to financial pressure on some of our customers who operate
within the energy industry. Also, adverse economic conditions, coupled with concerns for protecting the environment, may cause
consumers to use less energy or avoid expansions of their facilities, resulting in less demand for our services.

Performance of our Electric Transmission & Distribution and Natural Gas Distribution business segments is significantly
influenced by the number of customers and energy usage per customer. Weather conditions can have a significant impact on energy
usage, and we compare our results on a weather adjusted basis. The Houston area experienced extremely hot and dry weather
during 2011. In 2012, we experienced a return to more normal weather in the summer months. However, every state in which we
distribute natural gas had the warmest winter on record. In 2013, we experienced a colder than normal spring and very cold weather
in November and December in Houston and all of the states in which we have gas customers. In recent years, customers have
typically reduced their energy consumption, and reduced consumption can adversely affect our results. However, due to more
affordable energy prices and continued economic improvement in the areas we serve, the trend toward lower usage has slowed in
some of the areas we serve. In addition, in many of our service areas, particularly in the Houston area and in Minnesota, we have
benefited from a growth in the number of customers that also tends to mitigate the effects of reduced consumption. We anticipate
that this trend will continue as the regions’ economies resume typical growth. The profitability of our businesses is influenced
significantly by the regulatory treatment we receive from the various state and local regulators who set our electric and gas
distribution rates.

Our Energy Services business segment contracts with customers for transportation, storage and sales of natural gas on an
unregulated basis. Its operations serve customers in the central and eastern regions of the United States. The segment benefits
from favorable price differentials, either on a geographic basis or on a seasonal basis. While this business utilizes financial
derivatives to hedge its exposure to price movements, it does not engage in speculative or proprietary trading and maintains a low
value at risk level, or VaR, to avoid significant financial exposures. Lower geographic and seasonal price differentials during
2013, 2012 and 2011 adversely affected results for this business segment.

The nature of our businesses requires significant amounts of capital investment, and we rely on internally generated cash,
borrowings under our credit facilities, proceeds from commercial paper and issuances of debt and equity in the capital markets to
satisfy these capital needs. We strive to maintain investment grade ratings for our securities in order to access the capital markets
on terms we consider reasonable. A reduction in our ratings generally would increase our borrowing costs for new issuances of
42

debt, as well as borrowing costs under our existing revolving credit facilities, and may prevent us from accessing the commercial
paper markets. Disruptions in the financial markets can also affect the availability of new capital on terms we consider attractive.
In those circumstances, companies like us may not be able to obtain certain types of external financing or may be required to
accept terms less favorable than they would otherwise accept. For that reason, we seek to maintain adequate liquidity for our
businesses through existing credit facilities and prudent refinancing of existing debt.

We expect to make contributions to our pension plan aggregating approximately $87 million in 2014 and may need to make
larger contributions in subsequent years. Consistent with the regulatory treatment of such costs, we can defer the amount of pension
expense that differs from the level of pension expense included in our base rates for our Electric Transmission & Distribution
business segment and our Gas Operations in Texas.

Factors Influencing Our Midstream Investments Segment

The results of our Midstream Investments segment are primarily dependent upon the results of Enable, which are driven
primarily by the volume of natural gas that Enable gathers, processes and transports across its systems, which depends significantly
on the level of production from natural gas wells connected to its systems. Aggregate production volumes are affected by the
overall amount of drilling and completion activity, as production must be maintained or increased by new drilling or other activity,
because the production rate of a natural gas well declines over time. Producers’ willingness to engage in new drilling is determined
by a number of factors, the most important of which are the prevailing and projected prices of natural gas and NGLs, the cost to
drill and operate a well, the availability and cost of capital and environmental and government regulations. The level of drilling
is expected to positively correlate with long-term trends in commodity prices. Similarly, production levels nationally and regionally
generally tend to positively correlate with drilling activity.

To maintain and increase gathering throughput volumes on its systems, Enable must continue to contract its capacity to
shippers, including producers and marketers. Enable’s transportation and storage systems compete for customers based on the
type of service a customer needs, operating flexibility, receipt and delivery points and geographic flexibility and available capacity
and price. To maintain and increase Enable’s transportation and storage volumes, it must continue to contract its capacity to
shippers, including producers, marketers, LDCs, power generators and end-users.

Enable’s operation and maintenance expenses are comprised primarily of labor expenses, lease costs, utility costs, insurance
premiums and repairs and maintenance expenses. These expenses generally remain relatively stable across broad ranges of
throughput volumes but can fluctuate from period to period depending on the mix of activities performed during that period and
the timing of these expenses. The current high levels of crude oil exploration, development and production activities are increasing
competition for personnel and equipment. This increased competition is placing upward pressure on the prices Enable pays for
labor, supplies and miscellaneous equipment. To the extent Enable is unable to procure necessary services or offset higher costs,
its operating results will be negatively affected.

Our Midstream Investments segment currently includes a 25.05% interest in SESH owned by CERC that may be contributed
by CERC to Enable in the future, upon exercise of certain put or call rights under which CERC would contribute to Enable CERC’s
retained interest in SESH at a price equal to the fair market value of such interest at the time the put right or call right is exercised
(which may be no earlier than May 2014 and May 2015 for a 24.95% and a 0.1% interest, respectively). If CERC were to exercise
such put right or Enable were to exercise such call right, CERC’s retained interest in SESH would be contributed to Enable in
exchange for consideration consisting of a certain number of limited partnership units in Enable (subject to certain antidilution
adjustments) for a 24.95% and a 0.1% interest in SESH, respectively, and, subject to certain restrictions, a cash payment, payable
either from CERC to Enable or from Enable to CERC for changes in the value of SESH.

Significant Events

Enable Midstream Partners. On March 14, 2013, we entered into a Master Formation Agreement (MFA) with OGE Energy
Corp. (OGE) and affiliates of ArcLight Capital Partners, LLC (ArcLight), pursuant to which we, OGE and ArcLight agreed to
form Enable Midstream Partners, LP (Enable) as a private limited partnership. On May 1, 2013, the parties closed on the formation
of Enable pursuant to the terms of the MFA. In connection with the closing (i) CenterPoint Energy Resources Corp. (CERC Corp.
and, together with its subsidiaries, CERC) converted its direct wholly owned subsidiary, CenterPoint Energy Field Services, LLC,
a Delaware limited liability company (CEFS), into a Delaware limited partnership that became Enable, (ii) CERC Corp. contributed
to Enable its equity interests in each of CenterPoint Energy Gas Transmission Company, LLC, which has been subsequently
renamed Enable Gas Transmission, LLC (EGT), CenterPoint Energy - Mississippi River Transmission, LLC, which has been
subsequently renamed Enable Mississippi River Transmission, LLC (MRT), certain of its other midstream subsidiaries, and a
24.95% interest in Southeast Supply Header, LLC (SESH), and (iii) OGE and ArcLight indirectly contributed 100% of the equity
interests in Enogex LLC, which has been subsequently renamed Enable Oklahoma Intrastate Transmission, LLC, to Enable. Enable
43

owns substantially all of our former Interstate Pipelines and Field Services business segments, except for our retained 25.05%
interest in SESH.

On May 1, 2013, Enable (i) entered into a $1.05 billion three-year senior unsecured term loan facility, (ii) repaid $1.05 billion

of indebtedness owed to CERC, and (iii) entered into a $1.4 billion senior unsecured revolving credit facility.

As a result of the formation of Enable, we no longer have Interstate Pipelines or Field Services business segments. Enable is
an unconsolidated subsidiary which we account for on an equity basis. Equity earnings associated with our interest in Enable and
our retained 25.05% interest in SESH are reported under our Midstream Investments segment. For a further description of our
reportable business segments, see Note 17 to our consolidated financial statements.

Debt Matters. In March 2013, CenterPoint Energy Houston Electric, LLC (CenterPoint Houston) retired $450 million aggregate

principal amount of its 5.70% general mortgage bonds at their maturity.

In April 2013, CERC Corp. retired approximately $365 million aggregate principal amount of its 7.875% senior notes at their

maturity. The retirement of senior notes was financed by CERC Corp. with the issuance of commercial paper.

In May 2013, CERC Corp. applied proceeds from Enable’s May 1, 2013 debt repayment of $1.05 billion to the repayment of
$357 million aggregate principal amount of its commercial paper and to the May 31, 2013 redemption of $160 million aggregate
principal amount of its 5.95% senior notes due January 15, 2014 at 103.419% of their aggregate principal amount.

On August 1, 2013, approximately $92 million aggregate principal amount of pollution control bonds issued on our behalf were
redeemed at 101% of their aggregate principal amount. These bonds had an interest rate of 4%, a maturity date of August 1, 2015
and were collateralized by first mortgage bonds of CenterPoint Houston.

On September 9, 2013, our revolving credit facility and the revolving credit facilities of CenterPoint Houston and CERC Corp.
were amended to, among other things, (i) reduce the size of the CERC Corp. facility from $950 million to $600 million, (ii) extend
the scheduled termination dates of the three facilities from September 9, 2016 to September 9, 2018, and (iii) change the financial
covenant in our facility to a covenant that limits our consolidated debt (excluding transition and system restoration bonds) to an
amount not to exceed 65% of our consolidated capitalization (subject to a temporary increase to 70% of our consolidated
capitalization under certain circumstances described therein).

On October 15, 2013, approximately $59 million aggregate principal amount of pollution control bonds issued on our behalf
were redeemed at 101% of their aggregate principal amount. These bonds had an interest rate of 4%, a maturity date of October
15, 2015 and were collateralized by first mortgage bonds of CenterPoint Houston.

In January 2014, approximately $44 million aggregate principal amount of pollution control bonds issued on behalf of
CenterPoint Houston were called for redemption on March 3, 2014 at 101% of their principal amount plus accrued interest. The
bonds have an interest rate of 4.25%, mature in 2017 and are collateralized by general mortgage bonds of CenterPoint Houston.

In February 2014, notice was given that approximately $56 million aggregate principal amount of pollution control bonds issued
on behalf of CenterPoint Houston must be tendered for purchase by CenterPoint Houston on March 3, 2014 at 101% of their
principal amount plus accrued interest pursuant to the mandatory tender provisions of the bonds. The bonds have an interest rate
of 5.60%, mature in 2027 and are collateralized by general mortgage bonds of CenterPoint Houston. The purchased pollution
control bonds will remain outstanding and may be remarketed.

CERTAIN FACTORS AFFECTING FUTURE EARNINGS

Our past earnings and results of operations are not necessarily indicative of our future earnings and results of operations. The

magnitude of our future earnings and results of our operations will depend on or be affected by numerous factors including:

•

state and federal legislative and regulatory actions or developments affecting various aspects of our businesses (including
the businesses of Enable), including, among others, energy deregulation or re-regulation, pipeline integrity and safety,
health care reform, financial reform, tax legislation and actions regarding the rates charged by our regulated businesses;

state and federal legislative and regulatory actions or developments relating to the environment, including those related
to global climate change;

timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment;

the timing and outcome of any audits, disputes and other proceedings related to taxes;

problems with construction, implementation of necessary technology or other issues with respect to major capital projects
that result in delays or in cost overruns that cannot be recouped in rates;

industrial, commercial and residential growth in our service territories and changes in market demand, including the
effects of energy efficiency measures and demographic patterns;

the timing and extent of changes in commodity prices, particularly natural gas and natural gas liquids (NGLs), and the
effects of geographic and seasonal commodity price differentials;

• weather variations and other natural phenomena, including the impact of severe weather events on operations and capital;

•

any direct or indirect effects on our facilities, operations and financial condition resulting from terrorism, cyber-attacks,
data security breaches or other attempts to disrupt our businesses or the businesses of third parties, or other catastrophic
events;

the impact of unplanned facility outages;

timely and appropriate regulatory actions allowing securitization or other recovery of costs associated with any future
hurricanes or natural disasters;

changes in interest rates or rates of inflation;

commercial bank and financial market conditions, our access to capital, the cost of such capital, and the results of our
financing and refinancing efforts, including availability of funds in the debt capital markets;

actions by credit rating agencies;

effectiveness of our risk management activities;

inability of various counterparties to meet their obligations to us;

non-payment for our services due to financial distress of our customers;

the ability of GenOn Energy, Inc. (formerly known as RRI Energy, Inc., Reliant Energy, Inc. and Reliant Resources, Inc.),
a wholly owned subsidiary of NRG Energy, Inc. (NRG), and its subsidiaries to satisfy their obligations to us, including
indemnity obligations, or obligations in connection with the contractual arrangements pursuant to which we are their
guarantor;

the ability of retail electric providers (REPs), including REP affiliates of NRG, Just Energy Group, Inc. and Energy Future
Holdings Corp., which are CenterPoint Energy Houston Electric, LLC’s largest customers, to satisfy their obligations to
us and our subsidiaries;

the outcome of litigation brought by or against us;

our ability to control costs;

the investment performance of our pension and postretirement benefit plans;

our potential business strategies, including restructurings, joint ventures and acquisitions or dispositions of assets or
businesses, which we cannot assure you will be completed or will have the anticipated benefits to us;

•

acquisition and merger activities involving us or our competitors;

future economic conditions in regional and national markets and their effect on sales, prices and costs;

the performance of Enable, the amount of cash distributions we receive from Enable, the value of our interest in Enable
and factors that may have a material impact on such performance, cash distributions and value, including certain of the
factors specified above and:

the integration of the operations of the businesses we contributed to Enable with those contributed by OGE and
ArcLight;

the achievement of anticipated operational and commercial synergies and expected growth opportunities, and the
successful implementation of its business plan;

competitive conditions in the midstream industry and actions taken by Enable’s customers and competitors, including
the extent and timing of the entry of additional competition in the markets served by Enable;

the timing and extent of changes in the supply of natural gas and associated commodity prices, particularly prices
of natural gas and NGLs, the competitive effects of the available pipeline capacity in the regions served by Enable
and the effects of geographic and seasonal commodity price differentials, including the effects of these circumstances
on re-contracting available capacity on Enable’s interstate pipelines;

the demand for natural gas, NGLs and transportation and storage services;

changes in tax status;

access to growth capital;

the availability and prices of raw materials for current and future construction projects;

the timing and terms of Enable’s planned initial public offering, the actual consummation of which is subject to
market conditions, regulatory requirements and other factors; and

•

other factors we discuss under “Risk Factors” in Item 1A of this report and in other reports we file from time to time with
the SEC.

CONSOLIDATED RESULTS OF OPERATIONS

All dollar amounts in the tables that follow are in millions, except for per share amounts.

Revenues ......................................................................................................... $
Expenses..........................................................................................................
Operating Income............................................................................................
Gain on Marketable Securities ........................................................................
Gain (Loss) on Indexed Debt Securities .........................................................
Interest and Other Finance Charges ................................................................
Interest on Transition and System Restoration Bonds ....................................
Equity in Earnings of Unconsolidated Affiliates ............................................
Return on True-Up Balance ............................................................................
Step acquisition gain .......................................................................................
Other Income, net............................................................................................
Income Before Income Taxes and Extraordinary Item ...................................
Income Tax Expense .......................................................................................
Income Before Extraordinary Item .................................................................
Extraordinary Item, net of tax .........................................................................
Net Income ...................................................................................................... $

Basic Earnings Per Share:
Income Before Extraordinary Item ................................................................. $
Extraordinary Item, net of tax .........................................................................

Net Income.................................................................................................... $

Diluted Earnings Per Share:
Income Before Extraordinary Item ................................................................. $
Extraordinary Item, net of tax .........................................................................

Net Income.................................................................................................... $

2013 Compared to 2012

Year Ended December 31,

2013

2012

2011

8,106

7,452

7,096

1,010

236
(193)
(351)
(133)
188

—

—
24

781

470

311

—

6,414

1,038

154
(71)
(422)
(147)
31

—

136
38

757

340

417

—

8,450

7,152

1,298

35
(456)
(127)
30

352

—
23

1,174

404

770

587

311

417

1,357

0.73

—

0.73

0.72

—

0.72

0.98

—

0.98

0.97

—

0.97

1.81

1.38

3.19

1.80

1.37

3.17

Net Income. We reported net income of $311 million ($0.72 per diluted share) for 2013 compared to $417 million ($0.97 per
diluted share) for the same period in 2012. The decrease in net income of $106 million was primarily due to a $136 million non-
cash step acquisition gain related to the acquisition of an additional 50% interest in Waskom in 2012, a $130 million increase in
income tax expense discussed below, a $122 million increase in the loss on our indexed debt securities and a $28 million decrease
in operating income (discussed below by segment). Operating income in 2012 included a $252 million non-cash goodwill
impairment charge. These decreases were partially offset by a $157 million increase in equity earnings of unconsolidated affiliates,
a $85 million decrease in interest expense and a $82 million increase in the gain on our marketable securities.

Income Tax Expense. We reported an effective tax rate of 60.2% for 2013 compared to 44.9% for the same period in 2012.
Our effective tax rate for 2013 increased by 15.3% primarily as a result of the formation of Enable with deferred tax expense of
$225 million related to the book-to-tax basis difference for contributed non-tax deductible goodwill and a tax benefit of $29 million
associated with the remeasurement of state deferred taxes at formation. In addition, we recognized a tax benefit of $8 million
based on the settlement with the Internal Revenue Service (IRS) of outstanding tax claims for the 2002 and 2003 audit cycles.
Our effective tax rate for 2013 was approximately 36.2% excluding the tax effects from the adjustments described above.

Our effective tax rate for 2012 of 44.9% was primarily impacted by an increase in tax expense of $88 million related to the
non-tax deductible impairment of goodwill of $252 million and a reduction in tax expense of $28 million for the release of tax
reserves settled with the IRS. Our effective tax rate for 2012 was approximately 37% excluding the tax effects from the adjustments
described above.

2012 Compared to 2011

Net Income. We reported net income of $417 million ($0.97 per diluted share) for 2012 compared to $1.357 billion ($3.17 per
diluted share) for the same period in 2011. The decrease in net income of $940 million was primarily due to the resolution in 2011
of the true-up appeal resulting in an after-tax extraordinary gain of $587 million and a $352 million return on the true-up balance,
a $260 million decrease in operating income (discussed by segment below), including a $252 million non-cash goodwill impairment
charge, and a $106 million increase in the loss on our indexed debt securities, which were partially offset by a $136 million non-
cash step acquisition gain related to the acquisition of an additional 50% interest in Waskom, a $135 million increase in the gain
on our marketable securities, a $64 million decrease in income tax expense and a $14 million decrease in interest expense due to
lower levels of debt.

Income Tax Expense. We reported an effective tax rate of 44.9% for 2012 compared to 34.4% for the same period in 2011.
The increase in the effective tax rate of 10.5% is due to goodwill impairment of $252 million which is non-deductible for tax
purposes. It is partially offset by favorable tax adjustments, including the re-measurement of certain unrecognized tax benefits of
$28 million related to the Internal Revenue Service (IRS) settlement of tax years 2006 through 2009.

RESULTS OF OPERATIONS BY BUSINESS SEGMENT

The following table presents operating income (loss) (in millions) for each of our business segments for 2013, 2012 and 2011.
Included in revenues are intersegment sales. We account for intersegment sales as if the sales were to third parties, that is, at current
market prices.

Operating Income (Loss) by Business Segment

Year Ended December 31,

2013

2012

2011

Electric Transmission & Distribution ............................................................. $
Natural Gas Distribution .................................................................................
Energy Services...............................................................................................
Interstate Pipelines ..........................................................................................
Field Services ..................................................................................................
Other Operations .............................................................................................

Total Consolidated Operating Income.......................................................... $

607

263

73
(18)
1,010

639

226
(250)
207

214

623

226

248

189

1,038

1,298

Electric Transmission & Distribution

The following tables provide summary data of our Electric Transmission & Distribution business segment, CenterPoint

Houston, for 2013, 2012 and 2011 (in millions, except throughput and customer data):

Year Ended December 31,

2013

2012

2011

Revenues:

Electric transmission and distribution utility................................................ $
Transition and system restoration bond companies......................................
Total revenues........................................................................................

Expenses:

Operation and maintenance, excluding transition and system restoration
bond companies ............................................................................................
Depreciation and amortization, excluding transition and system
restoration bond companies ..........................................................................
Taxes other than income taxes......................................................................
Transition and system restoration bond companies......................................
Total expenses .......................................................................................

2,063

1,949

507

2,570

1,045

319

225

374
1,963

591

2,540

942

301

214

444
1,901

Operating Income............................................................................................ $

607

639

Operating Income:

Electric transmission and distribution operations......................................... $
Transition and system restoration bond companies (1) ................................

Total segment operating income............................................................ $

474

133

607

492

147

639

Throughput (in gigawatt-hours (GWh)):

1,893

444

2,337

908

279

210

317
1,714

623

496

127

623

Residential .............................................................................................
Total.......................................................................................................

27,485

79,985

27,315

78,593

28,511

80,013

Number of metered customers at end of period:

1,982,699

2,244,289

1,943,423

2,199,764

1,904,818

2,155,710

___________________
(1)

Represents the amount necessary to pay interest on the transition and system restoration bonds.

2013 Compared to 2012. Our Electric Transmission & Distribution business segment reported operating income of $607
million for 2013, consisting of $474 million from our regulated electric transmission and distribution utility operations (TDU)
and $133 million related to transition and system restoration bond companies. For 2012, operating income totaled $639 million,
consisting of $492 million from the TDU and $147 million related to transition and system restoration bond companies. TDU
operating income decreased $18 million due to decreased usage ($13 million), primarily due to unfavorable weather, increased
taxes other than income taxes ($11 million), increased depreciation ($10 million, excluding $8 million from increased investment
in AMS offset by the related revenues), increased labor and benefits costs ($7 million), increased contracts and services ($4 million),
increased support services ($4 million) and increased insurance costs ($3 million), partially offset by customer growth ($26 million)
from the addition of over 44,000 new customers and higher transmission-related revenues net of the costs billed by transmission
providers ($9 million).

2012 Compared to 2011. Our Electric Transmission & Distribution business segment reported operating income of $639
million for 2012, consisting of $492 million from the TDU and $147 million related to transition and system restoration bond
companies. For 2011, operating income totaled $623 million, consisting of $496 million from the TDU and $127 million related
to transition and system restoration bond companies. TDU operating income decreased $4 million due to decreased usage ($54
million), primarily due to a return to more normal summer weather when compared to the previous year, and the impact of the
2010 rate case implemented in September 2011 ($34 million), partially offset by higher equity returns ($28 million) primarily
related to true-up proceeds, increased miscellaneous revenues ($24 million), primarily from right-of-way easement grants, customer
growth ($24 million) from the addition of over 44,000 new customers and decreased labor and benefits costs ($6 million).

Natural Gas Distribution

The following table provides summary data of our Natural Gas Distribution business segment for 2013, 2012 and 2011 (in

millions, except throughput and customer data):

Year Ended December 31,

2013

2012

2011

2,863

2,342

2,841

Revenues ......................................................................................................... $
Expenses:

1,607

667

185

141

2,600

1,196

637

173

110

2,116

Operating Income............................................................................................ $
Throughput (in Bcf):

263

226

Residential ....................................................................................................
Commercial and industrial............................................................................
Total Throughput ..............................................................................

182

265

447

140

243

383

Number of customers at end of period:

1,675

655

166

119

2,615

226

172

251

423

Residential ....................................................................................................
Commercial and industrial............................................................................
Total..................................................................................................

3,090,966

247,100

3,338,066

3,058,695

246,413

3,305,108

3,036,267

246,220

3,282,487

2013 Compared to 2012. Our Natural Gas Distribution business segment reported operating income of $263 million for 2013
compared to $226 million for 2012. Operating income increased $37 million primarily due to increased usage as a result of colder
weather compared to the prior year, partially mitigated by weather hedges and weather normalization adjustments ($29 million),
rate increases ($29 million), and increased economic activity across our footprint including the addition of approximately 33,000
residential customers ($7 million). These increases were partially offset by increased operating expenses ($6 million), higher bad
debt expense ($5 million), higher depreciation and amortization expense ($12 million) and an increase in taxes ($5 million),
primarily attributable to property taxes. Increased expense related to energy efficiency programs ($17 million) and increased
expense related to higher gross receipt taxes ($26 million) were offset by a corresponding increase in the related revenues.

2012 Compared to 2011. Our Natural Gas Distribution business segment reported operating income of $226 million for each
of 2012 and 2011. Operating income was unchanged despite substantially reduced revenues from near record mild temperatures
in the first quarter of 2012 that were partially mitigated by weather hedges and weather normalization adjustments ($21 million),
increased depreciation and amortization expense ($7 million) and increased property taxes ($4 million). These adverse impacts
were offset by certain reduced operation and maintenance expenses ($5 million), lower bad debt expense ($7 million), the addition
of over 22,000 customers ($6 million) and rate increases ($12 million). Decreased expense related to energy efficiency programs
($4 million) and decreased expense related to lower gross receipts taxes ($12 million) were offset by a corresponding reduction
in the related revenues.

Energy Services

The following table provides summary data of our Energy Services business segment for 2013, 2012 and 2011 (in millions,

except throughput and customer data):

Revenues ......................................................................................................... $
Expenses:

Natural gas ....................................................................................................
Operation and maintenance ..........................................................................
Depreciation and amortization......................................................................
Taxes other than income taxes......................................................................
Goodwill impairment....................................................................................
Total expenses..........................................................................................
Operating Income (Loss) ................................................................................ $

Throughput (in Bcf) ........................................................................................

Year Ended December 31,

2013

2012

2011

2,401

1,784

2,511

2,336
46
5
1
—
2,388
13

600

1,730
45
6
1
252
2,034
(250) $

562

2,458
41
5
1
—
2,505
6

558

Number of customers at end of period (1) ......................................................

17,510

16,330

14,267

___________________
(1)

These numbers do not include approximately 8,800 and 12,700 natural gas customers as of December 31, 2013 and 2012,
respectively, that are under residential and small commercial choice programs invoiced by their host utility.

2013 Compared to 2012. Our Energy Services business segment reported operating income of $13 million compared to $2
million for 2012, excluding the goodwill impairment charge discussed below. The increase in operating income of $11 million
was primarily due to a $14 million positive impact from mark-to-market accounting for derivatives associated with certain natural
gas purchases and sales used to lock in economic margins. A $2 million mark-to-market charge was incurred in 2013 compared
to a charge of $16 million for 2012. Energy Services grew both volume and customers in 2013 offsetting the impact of the lower
unit margin environment.

2012 Compared to 2011. Our Energy Services business segment reported operating income, excluding the goodwill impairment
discussed below, of $2 million for 2012 compared to $6 million for 2011. The decrease in operating income of $4 million was
primarily due to a $24 million negative impact of mark-to-market accounting for derivatives associated with certain forward natural
gas purchases and sales used to lock in economic margins. 2012 included mark-to-market charges of $16 million compared to an
$8 million benefit for the same period of 2011. Substantially offsetting this decrease was a $20 million improvement in operating
margins primarily as a result of the termination of uneconomic transportation contracts and an increase in retail sales customers
and volumes.

Goodwill Impairment

A non-cash goodwill impairment charge of $252 million for our Energy Services business segment was recorded in 2012.
The adverse wholesale market conditions facing our energy services business, specifically the prospects for continued low
geographic and seasonal price differentials for natural gas, led to a reduction in our estimate of the fair value of goodwill associated
with this reporting unit.

Interstate Pipelines

The following table provides summary data of our Interstate Pipelines business segment for 2013, 2012 and 2011 (in millions,

except throughput data):

Revenues ......................................................................................................... $
Expenses:

Natural gas ....................................................................................................
Operation and maintenance ..........................................................................
Depreciation and amortization......................................................................
Taxes other than income taxes......................................................................
Total expenses..........................................................................................
Operating Income............................................................................................ $

Equity in earnings of unconsolidated affiliates............................................... $

Transportation throughput (in Bcf) .................................................................

_____________
(1)

Represents January 2013 through April 2013 results only.

Year Ended December 31,

2013 (1)

2012

2011

186

502

553

67
152
54
32
305
248

57
153
56
29
295
207

1,367

1,579

35
51
20
8
114
72

482

2013 Compared to 2012. Our Interstate Pipeline business segment reported operating income of $72 million for 2013 compared
to $207 million for 2012. Substantially all of this segment was contributed to Enable on May 1, 2013. As a result, 2013 is not
comparable to the prior year. Effective May 1, 2013, our equity method investment and related equity income in Enable are
included in our Midstream Investments segment.

2012 Compared to 2011. Our Interstate Pipeline business segment reported operating income of $207 million for 2012
compared to $248 million for 2011. Operating income decreased $41 million primarily due to lower margins resulting from a
backhaul contract that expired in 2011 ($16 million), as well as the associated reduction in compressor efficiency ($8 million) on
the Carthage to Perryville pipeline due to lower volumes, lower off-system transportation revenues ($8 million), lower seasonal
and market-sensitive transportation contracts ($7 million) and ancillary services ($7 million). These margin decreases were partially
offset by the effects of the 10-year agreement with our natural gas distribution affiliate ($5 million) which we restructured in 2010.
Operating income decreases due to higher operations and maintenance expenses ($1 million) and higher depreciation and
amortization expenses ($2 million) due to asset additions were offset by lower taxes other than income taxes ($3 million).

Equity Earnings. This business segment recorded equity income of $7 million, $26 million and $21 million for the years
ended December 31, 2013, 2012 and 2011, respectively, from its interest in Southeast Supply Header, LLC (SESH), a jointly-
owned pipeline. The decrease from the year ended December 31, 2012 to the year ended December 31, 2013 was primarily due
to the contribution of a 24.95% interest in SESH to Enable on May 1, 2013. Beginning May 1, 2013, equity earnings related to
the interest in SESH contributed to Enable, as well as our remaining 25.05% interest in SESH, are reported as components of
equity income in our Midstream Investments segment.

Field Services

The following table provides summary data of our Field Services business segment for 2013, 2012 and 2011 (in millions,

except throughput data):

Year Ended December 31,

2013 (1)

2012

2011

196

506

Revenues ......................................................................................................... $
Expenses:

Natural gas ....................................................................................................
Operation and maintenance ..........................................................................
Depreciation and amortization......................................................................
Taxes other than income taxes......................................................................
Total expenses..........................................................................................
Operating Income............................................................................................ $

54
45
20
4
123
73

Equity in earnings of unconsolidated affiliates............................................... $

— $

Gathering throughput (in Bcf).........................................................................

252

_____________
(1)

Represents January 2013 through April 2013 results only.

412

68
112
37
6
223
189

823

122
115
50
5
292
214

896

2013 Compared to 2012. Our Field Services business segment reported operating income of $73 million for 2013 compared
to $214 million for 2012. Substantially all of this segment was contributed to Enable on May 1, 2013. As a result, 2013 is not
comparable to the prior year. Effective May 1, 2013, our equity method investment and related equity income in Enable are included
in our Midstream Investments segment.

2012 Compared to 2011. Our Field Services business segment reported operating income of $214 million for 2012 compared
to $189 million for 2011. Operating income increased $25 million primarily from increased margins ($36 million) due to gathering
projects in the Haynesville shale, including revenues from throughput guarantees, growth in gathering services and retained natural
gas volumes, and acquisitions completed during 2012 ($13 million), partially offset by lower commodity prices ($28 million) on
sales of retained natural gas. Operating income also increased ($3 million) due to the classification of earnings from the 50%
partnership interest in Waskom which we already owned as operating income beginning in August 2012 instead of equity earnings
as reported for prior periods, due to our July 31, 2012 purchase of the 50% interest in Waskom that we did not already own. Lower
operation and maintenance expenses ($7 million) were partially offset by higher depreciation expense ($6 million).

Equity Earnings. This business segment recorded equity income of $-0-, $5 million and $9 million for the years ended
December 31, 2013, 2012 and 2011, respectively, from its interest in Waskom. These amounts are included in Equity in earnings
of unconsolidated affiliates under the Other Income (Expense) caption in the Statements of Consolidated Income. From August
1, 2012 through April 30, 2013, financial results for Waskom are included in operating income. On May 1, 2013, our 100%
investment in Waskom was contributed to Enable.

Midstream Investments

During the eight months ended December 31, 2013, we reported pre-tax equity income of $173 million from our 58.3% limited
partner interest in Enable and $8 million of pre-tax equity income from our 25.05% interest in SESH. Enable’s gathering and
processing operations in 2013 were positively impacted by increases in gross margin resulting from acquisitions, higher gathering
and processing fixed-fee volumes, higher natural gas prices and increased processing margins, partially offset by a decline in
customer volumes, a decline in NGL price spreads between Conway and Mont Belvieu, and the conversion of a processing contract
from keep-whole to fixed-fee. Enable’s transportation and storage operations in 2013 were adversely impacted by a decline in
gross margins attributable to lower volumes, primarily due to lower price differentials, which negatively impacted margins on
ancillary services, a reduction in liquid sales, a reduction to margins on off-system transportation revenues, a decline in interruptible
transportation fees, and a reduction to storage demand fees.

Cash distributions received from Enable and SESH were approximately $106 million and $6 million, respectively, during the

eight months ended December 31, 2013.

Enable Operating Data during the eight months ended December 31, 2013

Natural gas gathered volumes - Trillion British Thermal Units per day (TBtu/d)...............
Natural gas transportation volumes - TBtu/d .......................................................................
Natural gas processed volumes - TBtu/d..............................................................................
Natural gas liquids sold - Gallons per day ...........................................................................

3.49

4.58

1.45

2.61

Eight Months Ended
December 31, 2013

Other Operations

The following table provides summary data for our Other Operations business segment for 2013, 2012 and 2011 (in millions):

14
32
(18) $

11
9
2

11
5
6

Year Ended December 31,

2013

2012

2011

2013 Compared to 2012. Our Other Operations business segment reported an operating loss of $18 million for 2013 compared
to operating income of $2 million for 2012. The decrease in operating income of $20 million is primarily related to the costs
associated with the formation of Enable ($13 million), higher depreciation expense ($3 million) and higher property taxes ($2
million).

Historical Cash Flows

LIQUIDITY AND CAPITAL RESOURCES

The net cash provided by (used in) operating, investing and financing activities for 2013, 2012 and 2011 is as follows (in

millions):

Cash provided by (used in):

Operating activities....................................................................................... $
Investing activities ........................................................................................
Financing activities.......................................................................................

1,613
(1,300)
(751)

1,860
(1,603)
169

1,888
(1,206)
(661)

Year Ended December 31,

2013

2012

2011

Cash Provided by Operating Activities

Net cash provided by operating activities decreased $247 million in 2013 compared to 2012 primarily due to decreased
operating income ($280 million), excluding the non-cash goodwill impairment charge of $252 million, decreased cash provided
by net accounts receivable/payable ($108 million), cash related to gas storage inventory ($43 million), decreased net margin
deposits ($37 million), decreased cash from non-trading derivatives ($16 million), increased pension contributions ($9 million)
and decreased cash provided by net regulatory assets and liabilities ($5 million), which was partially offset by increased cash
provided by fuel cost recovery ($160 million), increased distributions from equity method investments ($91 million) and decreased
net tax payments ($11 million).

Net cash provided by operating activities decreased $28 million in 2012 compared to 2011 primarily due to increased net tax
payments ($251 million), which was partially offset by increased cash provided by net accounts receivable/payable ($45 million),
increased cash provided by net regulatory assets and liabilities ($35 million), increased cash from non-trading derivative ($33

million), increased cash related to gas storage inventory ($25 million), decreased net margin deposits ($19 million) and increased
cash provided by fuel cost recovery ($18 million).

Cash Used in Investing Activities

Net cash used in investing activities decreased $303 million in 2013 compared to 2012 due to decreased cash paid for
acquisitions ($360 million) and decreased restricted cash ($30 million) and increased proceeds from sale of marketable securities
($9 million), which were partially offset by increased capital expenditures ($74 million) and cash contributed to Enable ($38
million).

Net cash used in investing activities increased $397 million in 2012 compared to 2011 due to increased cash paid for acquisitions
($360 million) and decreased cash received from the DOE grant ($110 million), which were partially offset by decreased capital
expenditures ($91 million).

Cash Provided by (Used in) Financing Activities

Net cash used in financing activities increased $920 million in 2013 compared to 2012 primarily due to decreased proceeds
from long-term debt ($1,445 million) and increased payments of common stock dividends ($9 million), which were partially offset
by increased proceeds from commercial paper ($403 million), decreased cash paid for debt retirement ($62 million), increased
short-term borrowings ($29 million), decreased payments of long-term debt ($17 million) and decreased debt issuance costs ($13
million).

Net cash provided by financing activities increased $830 million in 2012 compared to 2011 primarily due to increased proceeds
from long-term debt ($1,945 million) and decreased debt issuance costs ($8 million), which were partially offset by increased
payments of long-term debt ($681 million), increased payments of commercial paper ($387 million), decreased short-term
borrowings ($33 million), increased cash paid for debt retirement ($11 million) and increased payments of common stock dividends
($9 million).

Future Sources and Uses of Cash

Our liquidity and capital requirements are affected primarily by our results of operations, capital expenditures, debt service
requirements, tax payments, working capital needs and various regulatory actions. Our principal anticipated cash requirements
for 2014 include the following:

•

capital expenditures of approximately $1.4 billion;

scheduled principal payments on transition and system restoration bonds of $354 million;

the expected March 2014 purchase and redemption of pollution control bonds aggregating approximately $100 million
at 101% of their principal amount;

pension contributions aggregating approximately $87 million; and

dividend payments on CenterPoint Energy common stock and interest payments on debt.

We expect that anticipated 2014 cash needs will be met with borrowings under our credit facilities, proceeds from commercial
paper, proceeds from the issuance of general mortgage bonds, anticipated cash flows from operations, and distributions from
Enable. Discretionary financing or refinancing may result in the issuance of equity or debt securities in the capital markets or the
arrangement of additional credit facilities. Issuances of equity or debt in the capital markets and additional credit facilities may
not, however, be available to us on acceptable terms.

The following table sets forth our capital expenditures for 2013 and estimates of our capital expenditures for currently identified

or planned projects for 2014 through 2018 (in millions):

2013

2014

2015

2016

2017

2018

Electric Transmission & Distribution............... $
Natural Gas Distribution ..................................
Energy Services................................................
Interstate Pipelines (1)......................................
Field Services (1) .............................................
Other Operations ..............................................
Total

............................................................... $

759

430

781

521

833

491

718

401

655

421

—

666

404

—

1,272

1,374

1,390

1,198

1,140

1,133

(1) Following the formation of Enable on May 1, 2013, substantially all of the assets of CenterPoint Energy’s former Interstate

Pipelines and Field Services business segments are owned by Enable.

Our capital expenditures are expected to be used for investment in infrastructure for our electric transmission and distribution
operations and our natural gas distribution operations. These capital expenditures are anticipated to maintain reliability and safety
as well as expand our systems through value-added projects.

The following table sets forth estimates of our contractual obligations, including payments due by period (in millions):

Contractual Obligations
Transition and system restoration bond debt........................
Other long-term debt (1) ......................................................
Interest payments — transition and system restoration

bond debt (2).....................................................................
Interest payments — other long-term debt (2) .....................
Short-term borrowings .........................................................
Capital leases........................................................................
Operating leases (3)..............................................................
Benefit obligations (4)..........................................................
Non-trading derivative liabilities .........................................
Other commodity commitments (5) .....................................
Total contractual cash obligations (6)................................

___________________

Total

2014

2015-2016

2017-2018

2019 and
thereafter

3,400

354

5,533

594

3,433

—

119

286

—

763

593

203

538

—

845

1,396

146

435

—

1,438

3,544

126

2,174

—

1,723

408

701

494

120

14,769

1,233

2,810

3,320

7,406

(1) 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 (ZENS) obligations are included in the 2019 and
thereafter column at their contingent principal amount as of December 31, 2013 of $763 million. These obligations are
exchangeable for cash at any time at the option of the holders for 95% of the current value of the reference shares
attributable to each ZENS ($767 million at December 31, 2013), as discussed in Note 10 to our consolidated financial
statements.

(2) We calculated estimated interest payments for long-term debt as follows: for fixed-rate debt and term debt, we calculated
interest based on the applicable rates and payment dates; for variable-rate debt and/or non-term debt, we used interest
rates in place as of December 31, 2013. We typically expect to settle such interest payments with cash flows from operations
and short-term borrowings.

(3) For a discussion of operating leases, please read Note 14(c) to our consolidated financial statements.

(4) In 2014, we expect to make contributions to our qualified pension plan aggregating approximately $87 million. We expect
to contribute approximately $9 million and $17 million, respectively, to our non-qualified pension and postretirement
benefits plans in 2014.

(5) For a discussion of other commodity commitments, please read Note 14(a) to our consolidated financial statements.
56

(6) This table does not include estimated future payments for expected future asset retirement obligations. These payments
are primarily estimated to be incurred after 2019. We record a separate liability for the fair value of these asset retirement
obligations which totaled $134 million as of December 31, 2013. See Note 3(c), Asset Retirement Obligation in our
consolidated financial statements.

Off-Balance Sheet Arrangements

Prior to the distribution of our ownership in Reliant Resources, Inc. (RRI) to our shareholders, CERC had guaranteed certain
contractual obligations of what became RRI’s trading subsidiary. When the companies separated, RRI agreed to secure CERC
against obligations under the guarantees RRI had been unable to extinguish by the time of separation. Pursuant to such agreement,
as amended in December 2007, RRI (now GenOn Energy, Inc. (GenOn)) agreed to provide to CERC cash or letters of credit
as security against CERC’s obligations under its remaining guarantees for demand charges under certain gas transportation
agreements if and to the extent changes in market conditions expose CERC to a risk of loss on those guarantees based on an annual
calculation, with any required collateral to be posted each December. The undiscounted maximum potential payout of the demand
charges under these transportation contracts, which will be in effect until 2018, was approximately $58 million as of December 31,
2013. Based on market conditions in the fourth quarter of 2013 at the time the most recent annual calculation was made under
the agreement, GenOn was not obligated to post any security. If GenOn should fail to perform the contractual obligations, CERC
could have to honor its guarantee and, in such event, any collateral provided as security may be insufficient to satisfy CERC’s
obligations.

CenterPoint Energy, Inc. has provided guarantees (CenterPoint Midstream Guarantees) with respect to the performance of
certain obligations of Enable under long-term gas gathering and treating agreements with an indirect wholly owned subsidiary of
Encana Corporation and an indirect wholly owned subsidiary of Royal Dutch Shell plc. As of December 31, 2013, CenterPoint
Energy, Inc. had guaranteed Enable’s obligations up to an aggregate amount of $100 million under these agreements. Under the
terms of the omnibus agreement entered into in connection with the closing of the formation of Enable, Enable and CenterPoint
Energy, Inc. have agreed to use commercially reasonable efforts and cooperate with each other to terminate the CenterPoint
Midstream Guarantees, and to release CenterPoint Energy, Inc. from such guarantees by causing Enable or one of its subsidiaries
to enter into substitute guarantees or to assume the CenterPoint Midstream Guarantees as applicable. CERC Corp. has also provided
a guarantee of collection of Enable’s obligations under its $1.05 billion three-year unsecured term loan facility, which guarantee
is subordinated to all senior debt of CERC Corp.

As of December 31, 2013, no amounts have been recorded related to the guarantees discussed above in the Consolidated

Balance Sheets. Other than the guarantees discussed above and operating leases, we have no off-balance sheet arrangements.

Regulatory Matters

CenterPoint Houston

In October 2009, the Public Utility Commission of Texas (Texas Utility Commission) issued an order disallowing recovery
of a performance bonus of $2 million on approximately $10 million in 2008 energy efficiency costs expended pursuant to the terms
of a settlement agreement in a prior rate case. CenterPoint Houston appealed the denial of the full 2008 performance bonus. Similar
orders by the Texas Utility Commission providing for the partial disallowance of performance bonuses totaling approximately
$5.5 million relating to CenterPoint Houston’s 2009, 2010 and 2011 (only through August 2011) energy efficiency programs were
also appealed. These subsequent cases were abated pending the final outcome of the 2008 bonus appeal. In August 2013, the
court of appeals reversed the Texas Utility Commission’s decision disallowing such bonuses and the Texas Utility Commission
appealed that decision to the Texas Supreme Court in October 2013. In January 2014, the Texas Supreme Court denied the Texas
Utility Commission’s appeal. CenterPoint Houston’s energy efficiency programs are no longer funded pursuant to the terms of the
prior settlement, and no additional performance bonus disallowances are expected.

In December 2013, CenterPoint Houston filed an application at the Texas Utility Commission seeking (i) to reconcile
approximately $473 million in Advanced Metering System costs incurred during the time period April 1, 2010 through September
30, 2013 and currently in rates, and (ii) approval to amend the surcharge recovery period to account for the reconciled costs through
September 30, 2013 as well as to recover costs expected to be incurred after September 30, 2013. A decision by the Texas Utility
Commission is expected later this year.

Gas Operations

City of Houston Settlement. In January 2013, the City of Houston initiated a rate proceeding against Gas Operations claiming
regulatory disclosures indicated that Gas Operations was earning more on an annual basis than authorized. In February 2014, Gas
Operations and City of Houston agreed (i) to terminate the rate proceeding, and (ii) that Gas Operations would not seek a base
rate increase before Fall 2016.

Houston and South Texas Gas Reliability Infrastructure Programs (GRIP). The natural gas distribution business of CERC’s
(Gas Operations) Houston and South Texas Divisions each submitted annual GRIP filings on March 28, 2013. For the Houston
Division, the filing was to recover costs related to $55.8 million in incremental capital expenditures that were incurred in 2012.
The increase in revenue requirements for this filing period is $10.7 million annually based on an authorized rate of return of 8.65%.
For the South Texas Division, the filing was to recover costs related to $17.5 million in incremental capital expenditures that were
incurred in 2012. The increase in revenue requirements for this filing period is $2.9 million annually based on an authorized rate
of return of 8.75%. Rates were completely implemented by July 2013.

Arkansas Billing Determinant Rate Adjustment Tariff (BDA) Filing. Gas Operations’ Arkansas Division made its annual BDA
filing with the Arkansas Public Service Commission (APSC) on March 27, 2013 to request recovery of a calendar year 2012
shortfall of $6.8 million. No exceptions were noted by the APSC staff and the revised rates went into effect on June 1, 2013.

Mississippi Rate Regulation Adjustment Rider (RRA). Gas Operations’ Mississippi Division submitted an annual RRA filing
with the Mississippi Public Service Commission (MPSC) on May 1, 2013 to request recovery of a calendar year 2012 earnings
shortfall of approximately $3.2 million. The MPSC approved approximately $2.9 million, and the revised rates went into effect
in July 2013.

Cost of Service Adjustment (COSA) Rate Adjustments. In March 2008, Gas Operations filed a request to change its rates with
the Railroad Commission of Texas (Railroad Commission) and the 47 cities in its Texas Coast service territory, including a request
for an annual cost of service adjustment mechanism, or COSA, that adjusts rates annually for changes in invested capital as well
as certain operating expenses. In 2008, the Railroad Commission approved the implementation of rates increasing annual revenues
from the Texas Coast service territory by approximately $3.5 million. The approved rates were contested by a coalition of nine
cities in an appeal to the 353rd district court in Travis County, Texas. In 2010, the district court ruled that the Railroad Commission
lacked authority to impose the approved COSA mechanism both in those nine cities and in those areas in which the Railroad
Commission has original jurisdiction. The decision by the District Court placed at risk certain revenues collected pursuant to
COSA mechanisms. The Railroad Commission and Gas Operations appealed the court’s ruling on the COSA mechanism. In
January 2014, the Texas Supreme Court confirmed that the Railroad Commission had authority to approve the COSA rate
adjustments utilized by Gas Operations and remanded the case back to state district court.

Minneapolis Franchise. Gas Operations currently provides natural gas distribution services to approximately 124,000
customers in Minneapolis, Minnesota under a franchise that is due to expire at the end of 2014. In June 2013, the Minneapolis
City Council (City Council) voted to hold public hearings on August 1, 2013 to consider (i) authorizing the establishment of a
municipal electric utility and authorizing the city to own, operate, construct and extend electric facilities and acquire the property
of any existing electric public utility operating within Minneapolis, and (ii) authorizing the establishment of a municipal gas utility
and authorizing the city to own, operate, construct and extend gas and similar facilities and acquire the property of any existing
gas public utility operating within Minneapolis. On August 16, 2013, the City Council voted not to conduct a special election on
the question of whether the city should be authorized to establish a municipal utility. Additionally, the City Council directed city
staff to begin negotiations with Gas Operations on a franchise renewal and to work to complete the franchise agreement by June
2014.

Minnesota Rate Proceeding. On August 2, 2013, Gas Operations filed a general rate case in Minnesota to increase overall
revenue $44.3 million annually, based on a rate base of $700 million and return on equity (ROE) of 10.3%. In compliance with
state law, Gas Operations implemented interim rates reflecting $42.9 million dollars of the requested increase for gas used on and
after October 1, 2013. Evidentiary hearings were held before an Administrative Law Judge in January 2014, and Gas Operations
expects a final decision from the Minnesota Public Utilities Commission in its rate proceeding in mid-summer 2014. This rate
filing is intended to recover significant capital expenditures Gas Operations is making in Minnesota and includes moving $15.0
million of energy efficiency expenditures into base rates.

Enable Midstream Partners

In August 2012, MRT, a subsidiary of Enable and an interstate pipeline that provides natural gas transportation, natural gas
storage and pipeline services to customers principally in Arkansas, Illinois and Missouri, made a rate filing with the Federal Energy
Regulatory Commission (FERC) pursuant to Section 4 of the Natural Gas Act. In its filing, MRT requested an annual cost of
service of $104 million (an increase of approximately $48 million above the annual cost of service underlying the current FERC
approved maximum rates for MRT’s pipeline), new depreciation rates, an overall rate of return of 10.813% (based on a ROE of
13.62%), a regulatory compliance cost (RCC) surcharge with a true-up mechanism to recover safety, environmental, and security
costs associated with mandated requirements and billing determinants reflecting no adjustments for MRT’s conversion of a portion
of EGT’s firm capacity to a lease. On July 30, 2013, MRT filed with the FERC an uncontested Stipulation and Agreement and
Offer of Settlement, resolving all issues in the rate case. In particular, MRT withdrew its proposed RCC surcharge. The settlement
specifies few particulars, other than setting an annual overall cost-of-service for MRT of $84.0 million and increasing the
depreciation rates for certain asset classes. In September 2013, the FERC approved the settlement. Although the settlement became
effective November 1, 2013, the settlement rates are effective as of March 1, 2013. As a result, in the fourth quarter of 2013, MRT
made refunds to certain of its customers totaling approximately $5.9 million, which had previously been reserved.

Other Matters

Credit Facilities

As of February 14, 2014, we had the following facilities (in millions):

Date Executed

Company

Size of
Facility

Amount
Utilized at
February 14, 2014 (1)

September 9, 2011

CenterPoint Energy

1,200

September 9, 2011

CenterPoint Houston

September 9, 2011

CERC Corp.

300

600

6 (2)
4 (2)
—

Termination Date

September 9, 2018

___________________

(1) Based on the consolidated debt to capitalization covenant in our revolving credit facility and the revolving credit facility
of each of CenterPoint Houston and CERC Corp., we would have been permitted to utilize the full capacity of such
revolving credit facilities, which aggregated $2.1 billion at December 31, 2013.

(2) Represents outstanding letters of credit.

Our $1.2 billion revolving credit facility can be drawn at the London Interbank Offered Rate (LIBOR) plus 125 basis points
based on our current credit ratings. The revolving credit facility contains a financial covenant which limits our consolidated debt
(excluding transition and system restoration bonds) to an amount not to exceed 65% of our consolidated capitalization. The
financial covenant limit will temporarily increase from 65% to 70% if CenterPoint Houston experiences damage from a natural
disaster in its service territory and we certify to the administrative agent that CenterPoint Houston has incurred system restoration
costs reasonably likely to exceed $100 million in a consecutive twelve-month period, all or part of which CenterPoint Houston
intends to seek to recover through securitization financing. Such temporary increase in the financial covenant would be in effect
from the date we deliver our certification until the earliest to occur of (i) the completion of the securitization financing, (ii) the
first anniversary of our certification or (iii) the revocation of such certification.

CenterPoint Houston’s $300 million revolving credit facility can be drawn at LIBOR plus 112.5 basis points based on
CenterPoint Houston’s current credit ratings. The revolving credit facility contains a financial covenant which limits CenterPoint
Houston’s consolidated debt (excluding transition and system restoration bonds) to an amount not to exceed 65% of CenterPoint
Houston’s consolidated capitalization.

CERC Corp.’s $600 million revolving credit facility can be drawn at LIBOR plus 150 basis points based on CERC Corp.’s
current credit ratings. The revolving credit facility contains a financial covenant which limits CERC’s consolidated debt to an
amount not to exceed 65% of CERC’s consolidated capitalization.

Borrowings under each of the three revolving credit facilities are subject to customary terms and conditions. However, there
is no requirement that the borrower make representations prior to borrowings as to the absence of material adverse changes or
litigation that could be expected to have a material adverse effect. Borrowings under each of the revolving credit facilities are
subject to acceleration upon the occurrence of events of default that we consider customary. The revolving credit facilities also

provide for customary fees, including commitment fees, administrative agent fees, fees in respect of letters of credit and other
fees. In each of the three revolving credit facilities, the spread to LIBOR and the commitment fees fluctuate based on the borrower’s
credit rating. The borrowers are currently in compliance with the various business and financial covenants in the three revolving
credit facilities.

On April 11, 2013, we amended our revolving credit facility and CERC Corp. amended its revolving credit facility to add
exceptions to each borrower’s covenants which restrict (i) the consolidation, merger or disposal of assets and (ii) the sale of stock
in certain significant subsidiaries, in each case to permit the transactions contemplated in the formation of Enable.

On September 9, 2013, our revolving credit facility and the revolving credit facilities of CenterPoint Houston and CERC
Corp. were amended to, among other things, (i) reduce the size of the CERC Corp. facility from $950 million to $600 million, (ii)
extend the scheduled termination dates of the three facilities from September 9, 2016 to September 9, 2018, and (iii) change the
financial covenant in our facility to a covenant that limits our consolidated debt (excluding transition and system restoration bonds)
to an amount not to exceed 65% of our consolidated capitalization (subject to a temporary increase to 70% of our consolidated
capitalization under certain circumstances described therein).

Our $1.2 billion revolving credit facility backstops our $1.0 billion commercial paper program. CERC Corp.’s $600 million
revolving credit facility backstops its $600 million commercial paper program. As of December 31, 2013, CERC Corp had $118
million of outstanding commercial paper.

Securities Registered with the SEC

CenterPoint Energy, CenterPoint Houston and CERC Corp. have filed a joint shelf registration statement with the SEC
registering indeterminate principal amounts of CenterPoint Houston’s general mortgage bonds, CERC Corp.’s senior debt securities
and CenterPoint Energy’s senior debt securities and junior subordinated debt securities and an indeterminate number of CenterPoint
Energy’s shares of common stock, shares of preferred stock, as well as stock purchase contracts and equity units.

Temporary Investments

As of February 14, 2014, CERC Corp. had temporary investments in a money market fund of $104 million.

Money Pool

We have a money pool through which the holding company and participating subsidiaries can borrow or invest on a short-
term basis. Funding needs are aggregated and external borrowing or investing is based on the net cash position. The net funding
requirements of the money pool are expected to be met with borrowings under our revolving credit facility or the sale of our
commercial paper.

Impact on Liquidity of a Downgrade in Credit Ratings

The interest on borrowings under our credit facilities is based on our credit rating. As of February 14, 2014, Moody’s Investors
Service, Inc. (Moody’s), Standard & Poor’s Rating Services (S&P), a division of The McGraw-Hill Companies, and Fitch, Inc.
(Fitch) had assigned the following credit ratings to senior debt of CenterPoint Energy and certain subsidiaries:

Company/Instrument

Rating

Outlook (1)

Rating

Outlook(2)

Rating

Outlook(3)

Moody’s

S&P

Fitch

CenterPoint Energy Senior

Unsecured Debt ....................................................

Baa1

Stable

BBB+

Stable

BBB

Stable

CenterPoint Houston Senior

Secured Debt ........................................................

Stable

CERC Corp. Senior Unsecured

Debt ......................................................................

Baa2

Stable

A-

Stable

BBB

Stable

___________________

(1) A Moody’s rating outlook is an opinion regarding the likely direction of a rating over the medium term.

(2) An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate to longer term.

(3) A Fitch rating outlook encompasses a one- to two-year horizon as to the likely ratings direction.

We cannot assure you that the ratings set forth above will remain in effect for any given period of time or that one or more of
these ratings will not be lowered or withdrawn entirely by a rating agency. We note that these credit ratings are included for
informational purposes and are not recommendations to buy, sell or hold our securities and may be revised or withdrawn at any
time by the rating agency. Each rating should be evaluated independently of any other rating. Any future reduction or withdrawal
of one or more of our credit ratings could have a material adverse impact on our ability to obtain short- and long-term financing,
the cost of such financings and the execution of our commercial strategies.

A decline in credit ratings could increase borrowing costs under our $1.2 billion revolving credit facility, CenterPoint Houston’s
$300 million revolving credit facility and CERC Corp.’s $600 million revolving credit facility. If our credit ratings or those of
CenterPoint Houston or CERC Corp. had been downgraded one notch by each of the three principal credit rating agencies from
the ratings that existed at December 31, 2013, the impact on the borrowing costs under the three revolving credit facilities would
have been immaterial. A decline in credit ratings would also increase the interest rate on long-term debt to be issued in the capital
markets and could negatively impact our ability to complete capital market transactions and to access the commercial paper market.

CERC Corp. and its subsidiaries purchase natural gas from one of their suppliers under supply agreements that contain an
aggregate credit threshold of $140 million based on CERC Corp.’s S&P senior unsecured long-term debt rating of A-. Under these
agreements, CERC may need to provide collateral if the aggregate threshold is exceeded or if the S&P senior unsecured long-term
debt rating is downgraded below BBB+.

CenterPoint Energy Services, Inc. (CES), a wholly owned subsidiary of CERC Corp. operating in our Energy Services business
segment, provides comprehensive natural gas sales and services primarily to commercial and industrial customers and electric and
gas utilities throughout the central and eastern United States. In order to economically hedge its exposure to natural gas prices,
CES uses derivatives with provisions standard for the industry, including those pertaining to credit thresholds. Typically, the credit
threshold negotiated with each counterparty defines the amount of unsecured credit that such counterparty will extend to CES. To
the extent that the credit exposure that a counterparty has to CES at a particular time does not exceed that credit threshold, CES
is not obligated to provide collateral. Mark-to-market exposure in excess of the credit threshold is routinely collateralized by CES.
As of December 31, 2013, the amount posted as collateral aggregated approximately $5 million. Should the credit ratings of CERC
Corp. (as the credit support provider for CES) fall below certain levels, CES would be required to provide additional collateral up
to the amount of its previously unsecured credit limit. We estimate that as of December 31, 2013, unsecured credit limits extended
to CES by counterparties aggregate $308 million and $1 million of such amount was utilized.

Pipeline tariffs and contracts typically provide that if the credit ratings of a shipper or the shipper’s guarantor drop below a
threshold level, which is generally investment grade ratings from both Moody’s and S&P, cash or other collateral may be demanded
from the shipper in an amount equal to the sum of three months’ charges for pipeline services plus the unrecouped cost of any
lateral built for such shipper. If the credit ratings of CERC Corp. decline below the applicable threshold levels, CERC Corp. might
need to provide cash or other collateral of as much as $180 million as of December 31, 2013. The amount of collateral will depend
on seasonal variations in transportation levels.

In September 1999, we issued Zero-Premium Exchangeable Subordinated Notes due 2029 (ZENS) having an original principal
amount of $1.0 billion of which $828 million remains outstanding at December 31, 2013. Each ZENS note was originally
exchangeable at the holder’s option at any time for an amount of cash equal to 95% of the market value of the reference shares of
Time Warner Inc. common stock (TW Common) attributable to such note. The number and identity of the reference shares
attributable to each ZENS note are adjusted for certain corporate events. As of December 31, 2013, the reference shares for each
ZENS note consisted of 0.5 share of TW Common, 0.125505 share of Time Warner Cable Inc. (TWC) common stock (TWC
Common) and 0.045455 share of AOL Inc. common stock (AOL Common). On February 13, 2014, TWC announced that it had
agreed to merge with Comcast Corporation (Comcast). In the merger, each share of TWC Common would be exchanged for 2.875
shares of Comcast common stock (Comcast Common). Upon the closing of the merger (assuming no change in the merger
consideration), the reference shares for each ZENS note would include 0.360827 share of Comcast Common in place of the current
0.125505 share of TWC Common. If our creditworthiness were to drop such that ZENS note holders thought our liquidity was
adversely affected or the market for the ZENS notes were to become illiquid, some ZENS note holders might decide to exchange
their ZENS notes for cash. Funds for the payment of cash upon exchange could be obtained from the sale of the shares of TW
Common, TWC Common and AOL Common that we own or from other sources. We own shares of TW Common, TWC Common
and AOL Common equal to approximately 100% of the reference shares used to calculate our obligation to the holders of the
ZENS notes. ZENS note exchanges result in a cash outflow because tax deferrals related to the ZENS notes and TW Common,
TWC Common and AOL Common shares would typically cease when ZENS notes are exchanged or otherwise retired and TW
Common, TWC Common and AOL Common shares are sold. The ultimate tax liability related to the ZENS notes continues to
increase by the amount of the tax benefit realized each year, and there could be a significant cash outflow when the taxes are paid

as a result of the retirement of the ZENS notes. If all ZENS notes had been exchanged for cash on December 31, 2013, deferred
taxes of approximately $364 million would have been payable in 2013.

Cross Defaults

Under our revolving credit facility, a payment default on, or a non-payment default that permits acceleration of, any indebtedness
exceeding $75 million by us or any of our significant subsidiaries will cause a default. In addition, three outstanding series of our
senior notes, aggregating $750 million in principal amount as of December 31, 2013, provide that a payment default by us, CERC
Corp. or CenterPoint Houston in respect of, or an acceleration of, borrowed money and certain other specified types of obligations,
in the aggregate principal amount of $50 million, will cause a default. A default by CenterPoint Energy would not trigger a default
under our subsidiaries’ debt instruments or revolving credit facilities.

Possible Acquisitions, Divestitures and Joint Ventures

From time to time, we consider the acquisition or the disposition of assets or businesses or possible joint ventures or other
joint ownership arrangements with respect to assets or businesses. Any determination to take action in this regard will be based
on market conditions and opportunities existing at the time, and accordingly, the timing, size or success of any efforts and the
associated potential capital commitments are unpredictable. We may seek to fund all or part of any such efforts with proceeds from
debt and/or equity issuances. Debt or equity financing may not, however, be available to us at that time due to a variety of events,
including, among others, maintenance of our credit ratings, industry conditions, general economic conditions, market conditions
and market perceptions.

Enable Midstream Partners

In connection with its formation on May 1, 2013, Enable (i) entered into a $1.05 billion 3-year senior unsecured term loan
facility, (ii) repaid $1.05 billion of indebtedness owed to CERC Corp., and (iii) entered into a $1.4 billion senior unsecured
revolving credit facility. Enable’s $1.4 billion senior unsecured revolving credit facility backstops its $1.4 billion commercial
paper program. As of January 31, 2014, Enable had no outstanding commercial paper and $318 million borrowed under its
revolving credit facility. Any reduction in Enable’s credit ratings could prevent it from accessing the commercial paper markets.

The sponsors of Enable, including us, may from time to time provide funds to Enable through loans and/or capital contributions
in addition to funds that Enable may obtain from time to time under its revolving credit facility, commercial paper program or
from other sources, which loans or capital contributions could be substantial.

Certain of the entities contributed to Enable by CERC Corp. are obligated on approximately $363 million of indebtedness

owed to a wholly owned subsidiary of CERC Corp. that is scheduled to mature in 2017.

Under the terms of an omnibus agreement entered into in connection with the formation of Enable, CenterPoint Energy and
OGE Energy are obligated to indemnify Enable for specified breaches of representations and warranties in the master formation
agreement pursuant to which Enable was formed related to: (i) their respective authority to enter into the transactions that formed
Enable and the capitalization of the entities contributed to Enable; (ii) permits related to the operation of the assets contributed to
Enable; (iii) compliance with environmental laws; (iv) title to properties and rights of way; (v) the tax classification of the entities
contributed to Enable; (vi) indemnified taxes; and (vii) events and conditions associated with CenterPoint Energy and OGE’s
respective ownership and operation of the assets contributed to Enable. Pursuant to the terms of the omnibus agreement, each of
CenterPoint Energy’s and OGE’s respective maximum liability for this indemnification obligation with respect to permit,
environmental and title representations will not exceed $250 million, and neither OGE Energy nor CenterPoint Energy will have
any obligation under this indemnification until Enable’s aggregate indemnifiable losses exceed $25 million, respectively.
CenterPoint Energy’s and OGE Energy’s indemnification obligations under the omnibus agreement will survive (i) for permit
matters until May 1, 2014, (ii) for environmental and title and rights of way matters until May 1, 2016 and (iii) for tax classification

matters and indemnified taxes until 30 days following the expiration of the applicable statute of limitations. Indemnification
obligations for authority and capitalization matters survive indefinitely.

Dodd-Frank Swaps Regulation

We use derivative instruments such as physical forward contracts, swaps and options to mitigate the impact of changes in
commodity prices and weather on our operating results and cash flows. In addition, Enable may also use such instruments from
time to time to manage its commodity and financial market risk. Following enactment of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (Dodd-Frank) in July 2010, the Commodity Futures Trading Commission (CFTC) has promulgated
regulations to implement Dodd-Frank’s changes to the Commodity Exchange Act, including the definition of commodity-based
swaps subject to those regulations. The CFTC regulations are intended to implement new reporting and record keeping requirements
related to their swap transactions and a mandatory clearing and exchange-execution regime for various types, categories or classes
of swaps, subject to certain exemptions, including the trade-option and end-user exemptions. Although we anticipate that most,
if not all, of our swap transactions should qualify for an exemption to the clearing and exchange-execution requirements, we will
still be subject to record keeping and reporting requirements. Other changes to the Commodity Exchange Act made as a result of
Dodd-Frank and the CFTC’s implementing regulations could significantly increase the cost of entering into new swaps.

Collection of Receivables from REPs

CenterPoint Houston’s receivables from the distribution of electricity are collected from REPs that supply the electricity
CenterPoint Houston distributes to their customers. Adverse economic conditions, structural problems in the market served by
ERCOT or financial difficulties of one or more REPs could impair the ability of these REPs to pay for CenterPoint Houston’s
services or could cause them to delay such payments. CenterPoint Houston depends on these REPs to remit payments on a timely
basis, and any delay or default in payment by REPs could adversely affect CenterPoint Houston’s cash flows. In the event of a
REP’s default, CenterPoint Houston’s tariff provides a number of remedies, including the option of CenterPoint Houston to request
that the Texas Utility Commission suspend or revoke the certification of the REP. Applicable regulatory provisions require that
customers be shifted to another REP or a provider of last resort if a REP cannot make timely payments. However, CenterPoint
Houston remains at risk for payments not made prior to the shift to the replacement REP or the provider of last resort. If a REP
were unable to meet its obligations, it could consider, among various options, restructuring under the bankruptcy laws, in which
event such REP might seek to avoid honoring its obligations, and claims might be made against CenterPoint Houston involving
payments it had received from such REP. If a REP were to file for bankruptcy, CenterPoint Houston may not be successful in
recovering accrued receivables owed by such REP that are unpaid as of the date the REP filed for bankruptcy. However, Texas
Utility Commission regulations authorize utilities, such as CEHE, to defer bad debts resulting from defaults by REPs for recovery
in future rate cases, subject to a review of reasonableness and necessity.

Other Factors that Could Affect Cash Requirements

In addition to the above factors, our liquidity and capital resources could be affected by:

•

cash collateral requirements that could exist in connection with certain contracts, including our weather hedging
arrangements, and gas purchases, gas price and gas storage activities of our Natural Gas Distribution and Energy Services
business segments;

acceleration of payment dates on certain gas supply contracts, under certain circumstances, as a result of increased gas
prices and concentration of natural gas suppliers;

increased costs related to the acquisition of natural gas;

increases in interest expense in connection with debt refinancings and borrowings under credit facilities;

various legislative or regulatory actions;

incremental collateral, if any, that may be required due to regulation of derivatives;

the ability of GenOn and its subsidiaries to satisfy their obligations in respect of GenOn’s indemnity obligations to us
and our subsidiaries;

•

slower customer payments and increased write-offs of receivables due to higher gas prices or changing economic
conditions;

the outcome of litigation brought by and against us;

contributions to pension and postretirement benefit plans;

restoration costs and revenue losses resulting from future natural disasters such as hurricanes and the timing of recovery
of such restoration costs; and

•

various other risks identified in “Risk Factors” in Item 1A of Part I of this report.

Certain Contractual Limits on Our Ability to Issue Securities and Borrow Money

CenterPoint Houston’s revolving credit facility limits CenterPoint Houston’s consolidated debt (excluding transition and
system restoration bonds) to an amount not to exceed 65% of its consolidated capitalization. CERC Corp.’s revolving credit facility
limits CERC’s consolidated debt to an amount not to exceed 65% of its consolidated capitalization. Our revolving credit facility
limits our consolidated debt (excluding transition and system restoration bonds) to an amount not to exceed 65% of our consolidated
capitalization. The financial covenant limit in our revolving credit facility will temporarily increase from 65% to 70% if CenterPoint
Houston experiences damage from a natural disaster in its service territory that meets certain criteria. Additionally, CenterPoint
Houston has contractually agreed that it will not issue additional first mortgage bonds, subject to certain exceptions.

CRITICAL ACCOUNTING POLICIES

A critical accounting policy is one that is both important to the presentation of our financial condition and results of operations
and requires management to make difficult, subjective or complex accounting estimates. An accounting estimate is an
approximation made by management of a financial statement element, item or account in the financial statements. Accounting
estimates in our historical consolidated financial statements measure the effects of past business transactions or events, or the
present status of an asset or liability. The accounting estimates described below require us to make assumptions about matters that
are highly uncertain at the time the estimate is made. Additionally, different estimates that we could have used or changes in an
accounting estimate that are reasonably likely to occur could have a material impact on the presentation of our financial condition,
results of operations or cash flows. The circumstances that make these judgments difficult, subjective and/or complex have to do
with the need to make estimates about the effect of matters that are inherently uncertain. Estimates and assumptions about future
events and their effects cannot be predicted with certainty. We base our estimates on historical experience and on various other
assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments.
These estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our
operating environment changes. Our significant accounting policies are discussed in Note 2 to our consolidated financial statements.
We believe the following accounting policies involve the application of critical accounting estimates. Accordingly, these accounting
estimates have been reviewed and discussed with the audit committee of the board of directors.

Accounting for Rate Regulation

Accounting guidance for regulated operations provides that rate-regulated entities account for and report assets and liabilities
consistent with the recovery of those incurred costs in rates if the rates established are designed to recover the costs of providing
the regulated service and if the competitive environment makes it probable that such rates can be charged and collected. Our
Electric Transmission & Distribution business segment and our Natural Gas Distribution business segment apply this accounting
guidance. Certain expenses and revenues subject to utility regulation or rate determination normally reflected in income are deferred
on the balance sheet as regulatory assets or liabilities and are recognized in income as the related amounts are included in service
rates and recovered from or refunded to customers. Regulatory assets and liabilities are recorded when it is probable that these
items will be recovered or reflected in future rates. Determining probability requires significant judgment on the part of
management and includes, but is not limited to, consideration of testimony presented in regulatory hearings, proposed regulatory
decisions, final regulatory orders and the strength or status of applications for rehearing or state court appeals. If events were to
occur that would make the recovery of these assets and liabilities no longer probable, we would be required to write off or write
down these regulatory assets and liabilities. At December 31, 2013, we had recorded regulatory assets of $3.7 billion and regulatory
liabilities of $1.2 billion.

Impairment of Long-Lived Assets, Including Identifiable Intangibles, Goodwill and Equity Method Investments

We review the carrying value of our long-lived assets, including identifiable intangibles, goodwill and equity method
investments whenever events or changes in circumstances indicate that such carrying values may not be recoverable, and at least
annually for goodwill as required by accounting guidance for goodwill and other intangible assets. A loss in value of an equity
method investment is recognized when the decline is deemed to be other than temporary. Unforeseen events and changes in market
conditions could have a material effect on the value of long-lived assets, including intangibles, goodwill and equity method
investments due to changes in estimates of future cash flows, interest rate and regulatory matters and could result in an impairment
charge. We recorded goodwill impairment of $-0-, $252 million and $-0- during 2013, 2012 and 2011. We did not record material
impairments to long-lived assets, including intangibles, or equity method investments during 2013, 2012, and 2011.

We performed our annual goodwill impairment test in the third quarter of 2013 and determined, based on the results of the
first step, using the income approach, no impairment charge was required for any reporting unit. Our reporting units approximate
our reportable segments.

Fair value is the amount at which the asset could be bought or sold in a current transaction between willing parties and may
be estimated using a number of techniques, including quoted market prices or valuations by third parties, present value techniques
based on estimates of cash flows, or multiples of earnings or revenue performance measures. The fair value of the asset could be
different using different estimates and assumptions in these valuation techniques.

The determination of fair value requires significant assumptions by management which are subjective and forward-looking
in nature. To assist in making these assumptions, we utilized a third-party valuation specialist in both determining and testing key
assumptions used in the valuation of each of our reporting units. We based our assumptions on projected financial information
that we believe is reasonable; however, actual results may differ materially from those projections. These projected cash flows
factor in planned growth initiatives, and for our Natural Gas Distribution reporting unit, the regulatory environment. The fair
value of our Natural Gas Distribution and Energy Services reporting units exceeded the carrying value by approximately $2.3
billion and $259 million, respectively, or approximately 80% and 50%, excess fair value over the carrying values for each reporting
unit, respectively. A key assumption in the income approach was the weighted average cost of capital of 5.1% and 6.0% applied
in the valuation for Natural Gas Distributions and Energy Services, respectively.

Although there was not a goodwill asset impairment in our 2013 annual test, an interim impairment test could be triggered
by the following: actual earnings results that are materially lower than expected, significant adverse changes in the operating
environment, an increase in the discount rate, changes in other key assumptions which require judgment and are forward looking
in nature, or if our market capitalization falls below book value for an extended period of time. No impairment triggers were
identified subsequent to our 2013 annual test.

Unbilled Energy Revenues

Revenues related to electricity delivery and natural gas sales and services are generally recognized upon delivery to customers.
However, the determination of deliveries to individual customers is based on the reading of their meters, which is performed on
a systematic basis throughout the month either electronically through AMS meter communications or manual readings. At the end
of each month, deliveries to non-AMS customers since the date of the last meter reading are estimated and the corresponding
unbilled revenue is estimated. Information regarding deliveries to AMS customers after the last billing is obtained from actual
AMS meter usage data. Unbilled electricity delivery revenue is estimated each month based on actual AMS meter data, daily
supply volumes and applicable rates. Unbilled natural gas sales are estimated based on estimated purchased gas volumes, estimated
lost and unaccounted for gas and tariffed rates in effect. As additional information becomes available, or actual amounts are
determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting
estimates.

Pension and Other Retirement Plans

We sponsor pension and other retirement plans in various forms covering all employees who meet eligibility requirements.
We use several statistical and other factors that attempt to anticipate future events in calculating the expense and liability related
to our plans. These factors include assumptions about the discount rate, expected return on plan assets and rate of future
compensation increases as estimated by management, within certain guidelines. In addition, our actuarial consultants use subjective
factors such as withdrawal and mortality rates. The actuarial assumptions used may differ materially from actual results due to
changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These
differences may result in a significant impact to the amount of pension expense recorded. Please read “— Other Significant
Matters — Pension Plans” for further discussion.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 2(o) to our consolidated financial statements for a discussion of new accounting pronouncements that affect us.

OTHER SIGNIFICANT MATTERS

Pension Plans. As discussed in Note 6(b) to our consolidated financial statements, we maintain a non-contributory qualified
defined benefit pension plan covering substantially all employees. Employer contributions for the qualified plan are based on
actuarial computations that establish the minimum contribution required under the Employee Retirement Income Security Act of
1974 (ERISA) and the maximum deductible contribution for income tax purposes.

Under the terms of our pension plan, we reserve the right to change, modify or terminate the plan. Our funding policy is to

review amounts annually and contribute an amount at least equal to the minimum contribution required under ERISA.

The minimum funding requirements for the qualified pension plan were $83 million, $73 million and $35 million for 2013,
2012 and 2011, respectively. We made contributions of $83 million, $73 million and $65 million in 2013, 2012 and 2011 for the
respective years. We expect to make contributions aggregating approximately $87 million in 2014.

Additionally, we maintain an unfunded non-qualified benefit restoration plan that allows participants to receive the benefits
to which they would have been entitled under our non-contributory pension plan except for the federally mandated limits on
qualified plan benefits or on the level of compensation on which qualified plan benefits may be calculated. Employer contributions
for the non-qualified benefit restoration plan represent benefit payments made to participants and totaled $8 million, $9 million
and $10 million in 2013, 2012 and 2011, respectively.

Changes in pension obligations and assets may not be immediately recognized as pension expense in the income statement,
but generally are recognized in future years over the remaining average service period of plan participants. As such, significant
portions of pension expense recorded in any period may not reflect the actual level of benefit payments provided to plan participants.

As the sponsor of a plan, we are required to (a) recognize on our balance sheet as an asset a plan’s over-funded status or as a
liability such plan’s under-funded status, (b) measure a plan’s assets and obligations as of the end of our fiscal year and (c) recognize
changes in the funded status of our plans in the year that changes occur through adjustments to other comprehensive income and
regulatory assets.

As of December 31, 2013, the projected benefit obligation exceeded the market value of plan assets of our pension plans by
$350 million. Changes in interest rates or the market values of the securities held by the plan during 2014 could materially, positively
or negatively, change our funded status and affect the level of pension expense and required contributions.

Pension cost was $72 million, $82 million and $78 million for 2013, 2012 and 2011, respectively, of which $64 million,

$67 million and $49 million impacted pre-tax earnings.

The calculation of pension expense and related liabilities requires the use of assumptions. Changes in these assumptions can
result in different expense and liability amounts, and future actual experience can differ from the assumptions. Two of the most
critical assumptions are the expected long-term rate of return on plan assets and the assumed discount rate.

As of December 31, 2013, our qualified pension plan had an expected long-term rate of return on plan assets of 7.00%, which
is a 1.00% decrease from the rate assumed as of December 31, 2012 due to the increase in the allocation to fixed income investments
in our targeted asset allocation. The expected rate of return assumption was developed by a weighted-average return analysis of
the targeted asset allocation for CenterPoint Energy’s plans and the expected real return for each asset class, based on the long-
66

term capital market assumptions, adjusted for investment fees and diversification effects, in addition to expected inflation. We
regularly review our actual asset allocation and periodically rebalance plan assets to reduce volatility and better match plan assets
and liabilities.

As of December 31, 2013, the projected benefit obligation was calculated assuming a discount rate of 4.80%, which is a 0.80%
increase from the 4.00% discount rate assumed in 2012. The discount rate was determined by reviewing yields on high-quality
bonds that receive one of the two highest ratings given by a recognized rating agency and the expected duration of pension
obligations specific to the characteristics of our plan.

Pension cost for 2014, including the benefit restoration plan, is estimated to be $71 million, of which we expect $63 million
to impact pre-tax earnings, based on an expected return on plan assets of 7.00% and a discount rate of 4.80% as of
December 31, 2013. If the expected return assumption were lowered by 0.50% from 7.00% to 6.50%, 2014 pension cost would
increase by approximately $9 million.

As of December 31, 2013, the pension plan projected benefit obligation, including the unfunded benefit restoration plan,
exceeded plan assets by $350 million. If the discount rate were lowered by 0.50% from 4.80% to 4.30%, the assumption change
would increase our projected benefit obligation and 2014 pension expense by approximately $103 million and $5 million,
respectively. In addition, the assumption change would impact our Consolidated Balance Sheet by increasing the regulatory asset
recorded as of December 31, 2013 by $84 million and would result in a charge to comprehensive income in 2013 of $12 million,
net of tax.

Future changes in plan asset returns, assumed discount rates and various other factors related to the pension plan will impact

our future pension expense and liabilities. We cannot predict with certainty what these factors will be.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Impact of Changes in Interest Rates and Energy Commodity Prices

We are exposed to various market risks. These risks arise from transactions entered into in the normal course of business and
are inherent in our consolidated financial statements. Most of the revenues and income from our business activities are affected
by market risks. Categories of market risk include exposure to commodity prices through non-trading activities, interest rates and
equity prices. A description of each market risk is set forth below:

• Commodity price risk results from exposures to changes in spot prices, forward prices and price volatilities of commodities,

such as natural gas, natural gas liquids and other energy commodities.

•

Interest rate risk primarily results from exposures to changes in the level of borrowings and changes in interest rates.

• Equity price risk results from exposures to changes in prices of individual equity securities.

Management has established comprehensive risk management policies to monitor and manage these market risks. We manage
these risk exposures through the implementation of our risk management policies and framework. We manage our commodity
price risk exposures through the use of derivative financial instruments and derivative commodity instrument contracts. During
the normal course of business, we review our hedging strategies and determine the hedging approach we deem appropriate based
upon the circumstances of each situation.

Derivative instruments such as futures, forward contracts, swaps and options derive their value from underlying assets, indices,
reference rates or a combination of these factors. These derivative instruments include negotiated contracts, which are referred to
as over-the-counter derivatives, and instruments that are listed and traded on an exchange.

Derivative transactions are entered into in our non-trading operations to manage and hedge certain exposures, such as exposure
to changes in natural gas prices. We believe that the associated market risk of these instruments can best be understood relative
to the underlying assets or risk being hedged.

Interest Rate Risk

As of December 31, 2013, we had outstanding long-term debt, lease obligations and obligations under our ZENS that subject

us to the risk of loss associated with movements in market interest rates.

Our floating rate obligations aggregated $118 million and $-0- at December 31, 2013 and 2012, respectively.

As of December 31, 2013 and 2012, we had outstanding fixed-rate debt (excluding indexed debt securities) aggregating
$8.1 billion and $9.7 billion, respectively, in principal amount and having a fair value of $8.6 billion and $10.9 billion, respectively.
Because these instruments are fixed-rate, they do not expose us to the risk of loss in earnings due to changes in market interest
rates (please read Note 12 to our consolidated financial statements). However, the fair value of these instruments would increase
by approximately $222 million if interest rates were to decline by 10% from their levels at December 31, 2013. In general, such
an increase in fair value would impact earnings and cash flows only if we were to reacquire all or a portion of these instruments
in the open market prior to their maturity.

As discussed in Note 10 to our consolidated financial statements, the ZENS obligation is bifurcated into a debt component
and a derivative component. The debt component of $143 million at December 31, 2013 was a fixed-rate obligation and, therefore,
did not expose us to the risk of loss in earnings due to changes in market interest rates. However, the fair value of the debt component
would increase by approximately $24 million if interest rates were to decline by 10% from levels at December 31, 2013. Changes
in the fair value of the derivative component, a $455 million recorded liability at December 31, 2013, are recorded in our Statements
of Consolidated Income and, therefore, we are exposed to changes in the fair value of the derivative component as a result of
changes in the underlying risk-free interest rate. If the risk-free interest rate were to increase by 10% from December 31, 2013
levels, the fair value of the derivative component liability would increase by approximately $12 million, which would be recorded
as an unrealized loss in our Statements of Consolidated Income.

Equity Market Value Risk

We are exposed to equity market value risk through our ownership of 7.1 million shares of TW Common, 1.8 million shares
of TWC Common and 0.6 million shares of AOL Common, which we hold to facilitate our ability to meet our obligations under
the ZENS. Please read Note 10 to our consolidated financial statements for a discussion of our ZENS obligation. A decrease of
10% from the December 31, 2013 aggregate market value of these shares would result in a net loss of approximately $12 million,
which would be recorded as an unrealized loss in our Statements of Consolidated Income.

Commodity Price Risk From Non-Trading Activities

We use derivative instruments as economic hedges to offset the commodity price exposure inherent in our businesses. The
stand-alone commodity risk created by these instruments, without regard to the offsetting effect of the underlying exposure these
instruments are intended to hedge, is described below. We measure the commodity risk of our non-trading energy derivatives using
a sensitivity analysis. The sensitivity analysis performed on our non-trading energy derivatives measures the potential loss in fair
value based on a hypothetical 10% movement in energy prices. At December 31, 2013, the recorded fair value of our non-trading
energy derivatives was a net asset of $13 million (before collateral), all of which is related to our Energy Services business segment.
An increase of 10% in the market prices of energy commodities from their December 31, 2013 levels would have decreased the
fair value of our non-trading energy derivatives net asset by $4 million.

The above analysis of the non-trading energy derivatives utilized for commodity price risk management purposes does not
include the favorable impact that the same hypothetical price movement would have on our non-derivative physical purchases
and sales of natural gas to which the hedges relate. Furthermore, the non-trading energy derivative portfolio is managed to
complement the physical transaction portfolio, reducing overall risks within limits. Therefore, the adverse impact to the fair value
of the portfolio of non-trading energy derivatives held for hedging purposes associated with the hypothetical changes in commodity
prices referenced above is expected to be substantially offset by a favorable impact on the underlying hedged physical transactions.

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
CenterPoint Energy, Inc.
Houston, Texas

We have audited the accompanying consolidated balance sheets of CenterPoint Energy, Inc. and subsidiaries (the “Company”)
as of December 31, 2013 and 2012, and the related statements of consolidated income, comprehensive income, shareholders’
equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of
CenterPoint Energy, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally
accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the Company’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal
Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and
our report dated February 26, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas
February 26, 2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
CenterPoint Energy, Inc.
Houston, Texas

We have audited the internal control over financial reporting of CenterPoint Energy, Inc. and subsidiaries (the “Company”)
as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is
to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s
principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board
of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject
to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2013, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee
of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2013 of the
Company and our report dated February 26, 2014 expressed an unqualified opinion on those financial statements.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas
February 26, 2014

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934
as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected
by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:

•

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of the assets of the company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
the company’s assets that could have a material effect on the financial statements.

Management has designed its internal control over financial reporting to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in
the United States of America. Management’s assessment included review and testing of both the design effectiveness and operating
effectiveness of controls over all relevant assertions related to all significant accounts and disclosures in the financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on our evaluation under the framework in Internal Control — Integrated Framework (1992), our
management has concluded that our internal control over financial reporting was effective as of December 31, 2013.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, has issued an attestation report on the

effectiveness of our internal control over financial reporting as of December 31, 2013 which is included herein on page 70.

/s/ SCOTT M. PROCHAZKA
President and Chief Executive Officer

/s/ GARY L. WHITLOCK
Executive Vice President and Chief
Financial Officer

February 26, 2014

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME

Year Ended December 31,

2013

2012

2011

Revenues ........................................................................................................ $
Expenses:

Natural gas ....................................................................................................
Operation and maintenance ..........................................................................
Depreciation and amortization......................................................................
Taxes other than income taxes......................................................................
Goodwill impairment....................................................................................
Total .........................................................................................................
Operating Income .........................................................................................
Other Income (Expense):

Gain on marketable securities.......................................................................
Gain (loss) on indexed debt securities ..........................................................
Interest and other finance charges ................................................................
Interest on transition and system restoration bonds......................................
Equity in earnings of unconsolidated affiliates.............................................
Return on true-up balance.............................................................................
Step acquisition gain.....................................................................................
Other, net ......................................................................................................
Total .........................................................................................................
Income Before Income Taxes and Extraordinary Item.............................
Income tax expense.......................................................................................
Income Before Extraordinary Item.............................................................
Extraordinary Item, net of tax.......................................................................
Net Income ..................................................................................................... $

Basic Earnings Per Share:

Income Before Extraordinary Item............................................................... $
Extraordinary Item, net of tax.......................................................................
Net Income.................................................................................................... $

Diluted Earnings Per Share:

Weighted Average Shares Outstanding, Basic............................................

Weighted Average Shares Outstanding, Diluted........................................

(in millions, except per share amounts)
8,106

7,452

3,908
1,847
954
387
—
7,096
1,010

236
(193)
(351)
(133)
188
—
—
24
(229)
781
470
311
—
311

0.73
—
0.73

0.72
—
0.72

428

431

2,873
1,874
1,050
365
252
6,414
1,038

154
(71)
(422)
(147)
31
—
136
38
(281)
757
340
417
—
417

0.98
—
0.98

0.97
—
0.97

427

430

8,450

4,055
1,835
886
376
—
7,152
1,298

19
35
(456)
(127)
30
352
—
23
(124)
1,174
404
770
587
1,357

1.81
1.38
3.19

1.80
1.37
3.17

426

429

See Notes to Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

Net income ...................................................................................................... $
Other comprehensive income (loss):

Adjustment to pension and other postretirement plans (net of tax of $25,

$2 and $7)..................................................................................................

Reclassification of deferred loss from cash flow hedges realized in net

income (net of tax of $-0-, $-0- and $-0-) .................................................
Other comprehensive income (loss)................................................................
Comprehensive income................................................................................... $

Year Ended December 31,

2013

2012

(in millions)

2011

311

417

1,357

356

(2)

—
(2)
415

(16)

—
(16)
1,341

See Notes to Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

December 31,
2013

December 31,
2012

(in millions)

ASSETS
Current Assets:

Cash and cash equivalents ($207 and $266 related to VIEs at December 31, 2013 and 2012,

respectively).......................................................................................................................................... $

Investment in marketable securities .........................................................................................................
Accounts receivable, net ($60 and $68 related to VIEs at December 31, 2013 and 2012, respectively).
Accrued unbilled revenues .......................................................................................................................
Inventory...................................................................................................................................................
Non-trading derivative assets ...................................................................................................................
Taxes receivable .......................................................................................................................................
Prepaid expense and other current assets ($41 and $54 related to VIEs at December 31, 2013 and

2012, respectively)................................................................................................................................
Total current assets..............................................................................................................................
Property, Plant and Equipment, net........................................................................................................
Other Assets:

Goodwill ...................................................................................................................................................
Regulatory assets ($3,179 and $3,545 related to VIEs at December 31, 2013 and 2012, respectively) ..
Notes receivable - affiliated companies....................................................................................................
Non-trading derivative assets ...................................................................................................................
Investment in unconsolidated affiliates ....................................................................................................
Other .........................................................................................................................................................
Total other assets.................................................................................................................................

Total Assets................................................................................................................................. $

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:

Short-term borrowings.............................................................................................................................. $
Current portion of VIE transition and system restoration bonds long-term debt .....................................
Indexed debt .............................................................................................................................................
Current portion of other long-term debt ...................................................................................................
Indexed debt securities derivative ............................................................................................................
Accounts payable......................................................................................................................................
Taxes accrued ...........................................................................................................................................
Interest accrued.........................................................................................................................................
Non-trading derivative liabilities..............................................................................................................
Accumulated deferred income taxes, net..................................................................................................
Other .........................................................................................................................................................
Total current liabilities ........................................................................................................................

Other Liabilities:

Accumulated deferred income taxes, net..................................................................................................
Non-trading derivative liabilities..............................................................................................................
Benefit obligations....................................................................................................................................
Regulatory liabilities.................................................................................................................................
Other .........................................................................................................................................................
Total other liabilities............................................................................................................................

Long-term Debt:

VIE transition and system restoration bonds............................................................................................
Other .........................................................................................................................................................
Total long-term debt............................................................................................................................

Commitments and Contingencies (Note 14)
Shareholders’ Equity.................................................................................................................................

Total Liabilities and Shareholders’ Equity............................................................................. $

See Notes to Consolidated Financial Statements

208
767
851
398
285
24
—

125
2,658
9,593

840
3,726
363
10
4,518
162
9,619
21,870

43
354
143
—
455
689
184
124
17
608
402
3,019

4,542
4
802
1,152
205
6,705

3,046
4,771
7,817

646
540
768
339
322
36
7

216
2,874
13,597

1,468
4,324
—
6
405
197
6,400
22,871

38
447
138
815
268
561
160
150
14
604
380
3,575

4,153
2
1,143
1,093
247
6,638

3,400
4,957
8,357

4,329
21,870

4,301
22,871

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS

2013

Year Ended December 31,
2012
(in millions)

2011

Cash Flows from Operating Activities:

Net income ......................................................................................................................................................... $
Adjustments to reconcile net income to net cash provided by operating activities:

311

417

1,357

Depreciation and amortization ........................................................................................................................
Amortization of deferred financing costs ........................................................................................................
Deferred income taxes.....................................................................................................................................
Extraordinary item, net of tax..........................................................................................................................
Return on true-up balance ...............................................................................................................................
Goodwill impairment ......................................................................................................................................
Step acquisition gain .......................................................................................................................................
Unrealized gain on marketable securities........................................................................................................
Unrealized loss (gain) on indexed debt securities ...........................................................................................
Write-down of natural gas inventory...............................................................................................................
Equity in earnings of unconsolidated affiliates, net of distributions...............................................................
Pension contributions ......................................................................................................................................
Changes in other assets and liabilities:

Accounts receivable and unbilled revenues, net ....................................................................................
Inventory ................................................................................................................................................
Taxes receivable .....................................................................................................................................
Accounts payable ...................................................................................................................................
Fuel cost recovery ..................................................................................................................................
Non-trading derivatives, net ...................................................................................................................
Margin deposits, net ...............................................................................................................................
Interest and taxes accrued.......................................................................................................................
Net regulatory assets and liabilities........................................................................................................
Other current assets ................................................................................................................................
Other current liabilities...........................................................................................................................
Other assets.............................................................................................................................................
Other liabilities .......................................................................................................................................
Other, net .........................................................................................................................................................
Net cash provided by operating activities ........................................................................................

Cash Flows from Investing Activities:

Capital expenditures, net of acquisitions............................................................................................................
Acquisitions, net of cash acquired......................................................................................................................
Decrease (increase) in restricted cash of transition and system restoration bond companies ............................
Investment in unconsolidated affiliates..............................................................................................................
Cash contribution to Enable ...............................................................................................................................
Cash received from U.S. Department of Energy grant.......................................................................................
Proceeds from sale of marketable securities ......................................................................................................
Other, net ............................................................................................................................................................
Net cash used in investing activities.................................................................................................

Cash Flows from Financing Activities:

Increase (decrease) in short-term borrowings, net .............................................................................................
Proceeds from (payments of) commercial paper, net.........................................................................................
Proceeds from long-term debt ............................................................................................................................
Payments of long-term debt ...............................................................................................................................
Cash paid for debt exchange and debt retirement ..............................................................................................
Debt issuance costs.............................................................................................................................................
Redemption of indexed debt securities ..............................................................................................................
Payment of common stock dividends.................................................................................................................
Proceeds from issuance of common stock, net...................................................................................................
Other, net ............................................................................................................................................................
Net cash provided by (used in) financing activities .........................................................................
Net Increase (Decrease) in Cash and Cash Equivalents ........................................................................................
Cash and Cash Equivalents at Beginning of Year..................................................................................................
Cash and Cash Equivalents at End of Year............................................................................................................ $

954
30
356
—
—
—
—
(236)
193
4
(58)
(91)

(256)
(22)
7
152
108
4
16
41
61
(2)
21
(24)
20
24
1,613

(1,286)
—
17
—
(38)
—
9
(2)
(1,300)

5
118
1,050
(1,573)
(7)
(3)
(8)
(355)
4
18
(751)
(438)
646
208

1,050
32
328
—
—
252
(136)
(154)
71
4
8
(82)

10
27
(7)
(6)
(52)
20
53
(62)
66
(12)
18
(18)
16
17
1,860

(1,212)
(360)
(13)
(5)
—
—
—
(13)
(1,603)

(24)
(285)
2,495
(1,590)
(69)
(16)
—
(346)
4
—
169
426
220
646

886
30
443
(587)
(352)
—
—
(19)
(35)
11
8
(75)

40
11
138
(81)
(70)
(13)
34
44
31
12
18
(9)
42
24
1,888

(1,303)
—
(3)
(12)
—
110
—
2
(1,206)

9
102
550
(909)
(58)
(24)
—
(337)
6
—
(661)
21
199
220

See Notes to Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS, cont.

Year Ended December 31,

2013

2012
(in millions)

2011

Supplemental Disclosure of Cash Flow Information:

Cash Payments:

Interest, net of capitalized interest................................................................................................................... $
Income taxes (refunds), net .............................................................................................................................

475
35

Non-cash transactions:

Accounts payable related to capital expenditures ...........................................................................................
Formation of Enable........................................................................................................................................

74
4,252

556
46

110
—

565
(205)

110
—

See Notes to Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY

Preference Stock, none outstanding ..............................
Cumulative Preferred Stock, $0.01 par value;

authorized 20,000,000 shares, none outstanding ......

Common Stock, $0.01 par value; authorized

1,000,000,000 shares

Balance, beginning of year ........................................
Issuances related to benefit and investment plans .....
Balance, end of year...................................................

Additional Paid-in-Capital

Balance, beginning of year ........................................
Issuances related to benefit and investment plans .....
Balance, end of year...................................................

Retained Earnings (Accumulated Deficit)

Balance, beginning of year ........................................
Net income .................................................................
Common stock dividends ...........................................
Balance, end of year...................................................

Accumulated Other Comprehensive Loss

Balance, end of year:
Adjustment to pension and postretirement plans .......
Net deferred loss from cash flow hedges...................
Total accumulated other comprehensive loss, end of
year .........................................................................
Total Shareholders’ Equity.............................................

2013

2012

2011

Amount

(in millions of dollars and shares)

— $

—

428

429

—

4,130

4,157

302

311
(355)
258

(88)
(2)

— $

—

426

428

—

4,120

4,130

231

417
(346)
302

(132)
(3)

— $

—

425

426

—

4,100

4,120

(789)
1,357
(337)
231

(130)
(3)

(90)
$ 4,329

(135)
$ 4,301

(133)
$ 4,222

See Notes to Consolidated Financial Statements

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)

Background

CenterPoint Energy, Inc. is a public utility holding company. CenterPoint Energy’s operating subsidiaries own and operate
electric transmission and distribution facilities and natural gas distribution facilities and own interests in Enable Midstream Partners,
LP (Enable) as described below. As of December 31, 2013, CenterPoint Energy’s indirect wholly owned subsidiaries included:

• CenterPoint Energy Houston Electric, LLC (CenterPoint Houston), which engages in the electric transmission and

distribution business in the Texas Gulf Coast area that includes the city of Houston; and

• CenterPoint Energy Resources Corp. (CERC Corp. and, together with its subsidiaries, CERC), which owns and operates
natural gas distribution systems in six states (Gas Operations). A wholly owned subsidiary of CERC Corp. offers variable
and fixed-price physical natural gas supplies primarily to commercial and industrial customers and electric and gas utilities
in 21 states. As of December 31, 2013, CERC Corp. also owned approximately 58.3% of the limited partner interests
in Enable, an unconsolidated partnership jointly controlled with OGE Energy Corp., which owns, operates and develops
natural gas and crude oil infrastructure assets.

For a description of CenterPoint Energy’s reportable business segments, see Note 17.

(2)

Summary of Significant Accounting Policies

(a) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

(b) Principles of Consolidation

The accounts of CenterPoint Energy and its wholly owned and majority owned subsidiaries are included in the consolidated
financial statements. All intercompany transactions and balances are eliminated in consolidation. CenterPoint Energy generally
uses the equity method of accounting for investments in entities in which CenterPoint Energy has an ownership interest between
20% and 50% and exercises significant influence. CenterPoint Energy also uses the equity method for investments in which it has
ownership percentages greater than 50%, when it exercises significant influence, does not have control and is not considered the
primary beneficiary, if applicable.

On March 14, 2013, CenterPoint Energy entered into a Master Formation Agreement (MFA) with OGE Energy Corp. (OGE)
and affiliates of ArcLight Capital Partners, LLC (ArcLight), pursuant to which CenterPoint Energy, OGE and ArcLight agreed to
form Enable as a private limited partnership. On May 1, 2013, the parties closed on the formation of Enable. In connection with
the closing (i) CERC Corp. converted its direct wholly owned subsidiary, CenterPoint Energy Field Services, LLC, a Delaware
limited liability company (CEFS), into a Delaware limited partnership that became Enable, (ii) CERC Corp. contributed to Enable
its equity interests in each of CenterPoint Energy Gas Transmission Company, LLC, which has been subsequently renamed Enable
Gas Transmission, LLC (EGT), CenterPoint Energy - Mississippi River Transmission, LLC, which has been subsequently renamed
Enable Mississippi River Transmission, LLC (MRT), certain of its other midstream subsidiaries (Other CNP Midstream
Subsidiaries), and a 24.95% interest in Southeast Supply Header, LLC (SESH and, collectively with CEFS, EGT, MRT and Other
CNP Midstream Subsidiaries, CenterPoint Midstream), and (iii) OGE and ArcLight indirectly contributed 100% of the equity
interests in Enogex LLC, which has been subsequently renamed Enable Oklahoma Intrastate Transmission, LLC (Enogex), to
Enable.

As of December 31, 2013, CERC Corp., OGE and ArcLight held approximately 58.3%, 28.5% and 13.2%, respectively, of
the limited partner interests in Enable. Enable is equally controlled by CERC Corp. and OGE; each own 50% of the management
rights in the general partner of Enable. CERC Corp. and OGE also own a 40% and 60% interest, respectively, in the incentive
distribution rights held by the general partner of Enable. The general partner of Enable is currently governed by a board of directors
made up of an equal number of representatives designated by each of CERC Corp. and OGE. See Note 9 for further discussion
on the formation of Enable. The investment in Enable is accounted for utilizing the equity method of accounting. As of December 31,
78

2013, CenterPoint Energy determined that Enable was a variable interest entity (VIE); however, CenterPoint Energy is not the
primary beneficiary and as such, this entity is not consolidated. See Notes 9 and 17 below.

Prior to July 2012, CenterPoint Energy owned a 50% interest in Waskom Gas Processing Company (Waskom), a Texas general
partnership, which owns and operates a natural gas processing plant and natural gas gathering assets. On July 31, 2012, CenterPoint
Energy purchased the 50% interest that it did not already own in Waskom, as well as other gathering and related assets from a
third-party for approximately $273 million. The amount of the purchase price allocated to the acquisition of the 50% interest in
Waskom was approximately $201 million, with the remaining purchase price allocated to the other gathering assets, based on a
discounted cash flow methodology. The $273 million purchase price was allocated as follows: $253 million to property, plant and
equipment; $16 million to goodwill; and the remaining balance to other assets and liabilities. The purchase of the 50% interest
in Waskom was determined to be a business combination achieved in stages, and as such CenterPoint Energy recorded a pre-tax
gain of approximately $136 million on July 31, 2012, which is the result of remeasuring its original 50% interest in Waskom to
fair value. As a result of the purchase, CenterPoint Energy recorded goodwill of $24 million, which includes $17 million related
to Waskom (including the re-measurement of its existing 50% interest) and $7 million related to the other gathering and related
assets.

Other investments, excluding marketable securities, are carried at cost.

As of December 31, 2013, CenterPoint Energy had four VIEs consisting of transition and system restoration bond companies,
which it consolidates. The consolidated VIEs are wholly owned bankruptcy remote special purpose entities that were formed
specifically for the purpose of securitizing transition and system restoration related property. Creditors of CenterPoint Energy
have no recourse to any assets or revenues of the transition and system restoration bond companies. The bonds issued by these
VIEs are payable only from and secured by transition and system restoration property and the bondholders have no recourse to
the general credit of CenterPoint Energy.

CenterPoint Energy records revenue for electricity delivery and natural gas sales and services under the accrual method and
these revenues are recognized upon delivery to customers. Electricity deliveries not billed by month-end are accrued based on
actual advanced metering system data, daily supply volumes and applicable rates. Natural gas sales not billed by month-end are
accrued based upon estimated purchased gas volumes, estimated lost and unaccounted for gas and currently effective tariff rates.

(d) Long-lived Assets and Intangibles

CenterPoint Energy records property, plant and equipment at historical cost. CenterPoint Energy expenses repair and

maintenance costs as incurred.

CenterPoint Energy periodically evaluates long-lived assets, including property, plant and equipment, and specifically
identifiable intangibles, when events or changes in circumstances indicate that the carrying value of these assets may not be
recoverable. The determination of whether an impairment has occurred is based on an estimate of undiscounted cash flows
attributable to the assets compared to the carrying value of the assets.

(e) Regulatory Assets and Liabilities

CenterPoint Energy applies the guidance for accounting for regulated operations to the Electric Transmission & Distribution
business segment and the Natural Gas Distribution business segment. CenterPoint Energy’s rate-regulated subsidiaries may collect
revenues subject to refund pending final determination in rate proceedings. In connection with such revenues, estimated rate refund
liabilities are recorded which reflect management’s current judgment of the ultimate outcomes of the proceedings.

CenterPoint Energy’s rate-regulated businesses recognize removal costs as a component of depreciation expense in accordance
with regulatory treatment. As of December 31, 2013 and 2012, these removal costs of $941 million and $919 million, respectively,
are classified as regulatory liabilities in CenterPoint Energy’s Consolidated Balance Sheets. In addition, a portion of the amount
of removal costs that relate to asset retirement obligations has been reclassified from a regulatory liability to an asset retirement
liability in accordance with accounting guidance for asset retirement obligations.

(f) Depreciation and Amortization Expense

Depreciation and amortization is computed using the straight-line method based on economic lives or regulatory-mandated

recovery periods. Amortization expense includes amortization of regulatory assets and other intangibles.

(g) Capitalization of Interest and Allowance for Funds Used During Construction

Interest and allowance for funds used during construction (AFUDC) are capitalized as a component of projects under
construction and are amortized over the assets’ estimated useful lives once the assets are placed in service. AFUDC represents the
composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction for subsidiaries that
apply the guidance for accounting for regulated operations. During 2013, 2012 and 2011, CenterPoint Energy capitalized interest
and AFUDC of $11 million, $9 million and $4 million, respectively. During 2013, 2012 and 2011, CenterPoint Energy recorded
AFUDC equity of $8 million, $6 million and $5 million, respectively, which is included in Other Income in its Statements of
Consolidated Income.

(h) Income Taxes

CenterPoint Energy files a consolidated federal income tax return and follows a policy of comprehensive interperiod tax
allocation. CenterPoint Energy uses the asset and liability method of accounting for deferred income taxes. Deferred income tax
assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established against
deferred tax assets for which management believes realization is not considered to be more likely than not. CenterPoint Energy
recognizes interest and penalties as a component of income tax expense.

(i) Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. It is the policy of management to review
the outstanding accounts receivable monthly, as well as the bad debt write-offs experienced in the past, and establish an allowance
for doubtful accounts. Account balances are charged off against the allowance when management determines it is probable the
receivable will not be recovered. Accounts receivable are net of an allowance for doubtful accounts of $28 million and $25 million
at December 31, 2013 and 2012, respectively. The provision for doubtful accounts in CenterPoint Energy’s Statements of
Consolidated Income for 2013, 2012 and 2011 was $21 million, $16 million and $26 million, respectively.

(j) Inventory

Inventory consists principally of materials and supplies and natural gas. Materials and supplies are valued at the lower of
average cost or market. Materials and supplies are recorded to inventory when purchased and subsequently charged to expense
or capitalized to plant when installed. Natural gas inventories of CenterPoint Energy’s Energy Services business segment are also
primarily valued at the lower of average cost or market. Natural gas inventories of CenterPoint Energy’s Natural Gas Distribution
business segment are primarily valued at weighted average cost. During 2013, 2012 and 2011, CenterPoint Energy recorded $4
million, $4 million and $11 million, respectively, in write-downs of natural gas inventory to the lower of average cost or market.

December 31,

2013

2012

Materials and supplies ................................................................................................................ $
Natural gas ..................................................................................................................................

Total inventory..................................................................................................................... $

140
145
285

177
145
322

(k) Derivative Instruments

CenterPoint Energy is exposed to various market risks. These risks arise from transactions entered into in the normal course
of business. CenterPoint Energy utilizes derivative instruments such as physical forward contracts, swaps and options to mitigate
the impact of changes in commodity prices and weather on its operating results and cash flows. Such derivatives are recognized
in CenterPoint Energy’s Consolidated Balance Sheets at their fair value unless CenterPoint Energy elects the normal purchase and
sales exemption for qualified physical transactions. A derivative may be designated as a normal purchase or normal sale if the
intent is to physically receive or deliver the product for use or sale in the normal course of business.

CenterPoint Energy has a Risk Oversight Committee composed of corporate and business segment officers that oversees all
commodity price, weather and credit risk activities, including CenterPoint Energy’s marketing, risk management services and
hedging activities. The committee’s duties are to establish CenterPoint Energy’s commodity risk policies, allocate board-approved

commercial risk limits, approve the use of new products and commodities, monitor positions and ensure compliance with
CenterPoint Energy’s risk management policies and procedures and limits established by CenterPoint Energy’s board of directors.

CenterPoint Energy’s policies prohibit the use of leveraged financial instruments. A leveraged financial instrument, for this
purpose, is a transaction involving a derivative whose financial impact will be based on an amount other than the notional amount
or volume of the instrument.

(l) Investments in Other Debt and Equity Securities

CenterPoint Energy reports securities classified as trading at estimated fair value in its Consolidated Balance Sheets, and any

unrealized holding gains and losses are recorded as other income (expense) in its Statements of Consolidated Income.

(m) Environmental Costs

CenterPoint Energy expenses or capitalizes environmental expenditures, as appropriate, depending on their future economic
benefit. CenterPoint Energy expenses amounts that relate to an existing condition caused by past operations that do not have future
economic benefit. CenterPoint Energy records undiscounted liabilities related to these future costs when environmental assessments
and/or remediation activities are probable and the costs can be reasonably estimated.

(n) Statements of Consolidated Cash Flows

For purposes of reporting cash flows, CenterPoint Energy considers cash equivalents to be short-term, highly-liquid
investments with maturities of three months or less from the date of purchase. In connection with the issuance of transition bonds
and system restoration bonds, CenterPoint Energy was required to establish restricted cash accounts to collateralize the bonds that
were issued in these financing transactions. These restricted cash accounts are not available for withdrawal until the maturity of
the bonds and are not included in cash and cash equivalents. These restricted cash accounts of $41 million and $54 million at
December 31, 2013 and 2012, respectively, are included in other current assets in CenterPoint Energy’s Consolidated Balance
Sheets. Cash and cash equivalents included $207 million and $266 million at December 31, 2013 and 2012, respectively, that
was held by CenterPoint Energy’s transition and system restoration bond subsidiaries solely to support servicing the transition
and system restoration bonds.

(o) New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-02,
“Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (ASU 2013-02). The objective of ASU
2013-02 is to improve the transparency of changes in other comprehensive income and items reclassified out of Accumulated
Other Comprehensive Income in financial statements. This new guidance is effective for a reporting entity’s first reporting period
beginning after December 15, 2012 and should be applied prospectively. CenterPoint Energy’s adoption of this new guidance on
January 1, 2013 did not have a material impact on its financial position, results of operations or cash flows.

In December 2011 and January 2013, the FASB issued Accounting Standards Update No. 2011-11, “Disclosures About
Offsetting Assets and Liabilities” (ASU 2011-11) and No. 2013-01, “Clarifying the Scope of Disclosures About Offsetting Assets
and Liabilities” (ASU 2013-01), respectively. The objective of ASU 2011-11 is to enhance disclosures about the nature of an
entity’s rights of setoff and related arrangements associated with its financial instruments and derivative instruments. The objective
of ASU 2013-01 is to clarify which instruments and transactions are subject to ASU 2011-11. Both ASU 2011-11 and ASU 2013-01
are effective for a reporting entity’s first reporting period beginning on or after January 1, 2013 and should be applied retrospectively.
CenterPoint Energy’s adoption of this new guidance on January 1, 2013 did not have a material impact on its financial position,
results of operations or cash flows.

Management believes that other recently issued standards, which are not yet effective, will not have a material impact on

CenterPoint Energy’s consolidated financial position, results of operations or cash flows upon adoption.

(3)

Property, Plant and Equipment

(a) Property, Plant and Equipment

Property, plant and equipment includes the following:

Electric Transmission & Distribution......................................................
Natural Gas Distribution..........................................................................
Energy Services .......................................................................................
Interstate Pipelines...................................................................................
Field Services ..........................................................................................
Other property .........................................................................................
Total ...............................................................................................

Accumulated depreciation and amortization:

Electric Transmission & Distribution ...................................................
Natural Gas Distribution .......................................................................
Energy Services.....................................................................................
Interstate Pipelines ................................................................................
Field Services ........................................................................................
Other property .......................................................................................
Total accumulated depreciation and amortization .........................
Property, plant and equipment, net............................................

Weighted
Average
Useful Lives
(Years)

31
31
26
—
—
23

December 31,

2013

2012

(in millions)

8,741
4,694
82
— (1)
— (1)
621
14,138

2,907
1,324
28
—
—
286
4,545
9,593

8,204
4,321
80
2,803
2,359
610
18,377

2,839
1,194
25
355
118
249
4,780
13,597

(1) Following the formation of Enable on May 1, 2013, substantially all of the assets of CenterPoint Energy’s former Interstate

Pipelines and Field Services business segments are owned by Enable.

(b) Depreciation and Amortization

The following table presents depreciation and amortization expense for 2013, 2012 and 2011 (in millions).

Depreciation expense ...................................................................................... $
Amortization expense .....................................................................................

Total depreciation and amortization expense........................................... $

531
423
954

562
488
1,050

2013

2012

2011

A reconciliation of the changes in the asset retirement obligation (ARO) liability is as follows (in millions):

Beginning balance ...................................................................................................................... $
Accretion expense.......................................................................................................................
Revisions in estimates of cash flows ..........................................................................................
Ending balance............................................................................................................................ $

164
5
(35)
134

December 31,

2013

2012

529
357
886

156
7
1
164

The decrease of $35 million in the ARO from the revision of estimate in 2013 is primarily attributable to a decrease in the
future expected cash flows associated with the retirement of steel pipe. There were no material additions or settlements during the
year ended December 31, 2012.

(4) Goodwill

Goodwill by reportable business segment as of December 31, 2012 and changes in the carrying amount of goodwill as of

December 31, 2013 are as follows (in millions):

December 31,
2011

Impairment
Charge

Waskom
Acquisition (1)

December 31,
2012

Contributed to
Enable (1)

December 31,
2013

Natural Gas Distribution .......... $
Interstate Pipelines ...................
Energy Services........................
Field Services ...........................
Other.........................................

Total ....................................... $

746
579
335
25
11
1,696

— $
—
252
—
—
252

— $
—
—
24
—
24

746
579
83
49
11
1,468

— $

579
—
49
—
628

746
—
83
—
11
840

(1) See Note 2(b).

CenterPoint Energy performs its goodwill impairment tests at least annually and evaluates goodwill when events or changes
in circumstances indicate that its carrying value may not be recoverable. The impairment evaluation for goodwill is performed by
using a two-step process. In the first step, the fair value of each reporting unit is compared with the carrying amount of the reporting
unit, including goodwill. The estimated fair value of the reporting unit is generally determined on the basis of discounted cash
flows. If the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, then a second step
must be completed in order to determine the amount of the goodwill impairment that should be recorded. In the second step, the
implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to all of its assets and
liabilities other than goodwill (including any unrecognized intangible assets) in a manner similar to a purchase price allocation.
The resulting implied fair value of the goodwill that results from the application of this second step is then compared to the carrying
amount of the goodwill and an impairment charge is recorded for the difference.

CenterPoint Energy performed its annual impairment test in the third quarter of 2013 and determined, based on the results of
the first step, that no impairment charge was required for any reportable segment. Other intangibles were not material as of
December 31, 2013 and 2012.

CenterPoint Energy performed its annual impairment test in the third quarter of 2012 and determined that a non-cash goodwill

impairment charge in the amount of $252 million was required for the Energy Services reportable segment.

CenterPoint Energy estimated the value of the Energy Services reporting unit using an income approach. Under this approach,
the fair value of the reporting unit is determined by using the present value of future expected cash flows, which are based on
management projections of revenue growth, gross margin, and overall market conditions. These estimated future cash flows are
then discounted using a rate that approximates the weighted average cost of capital of a market participant.

The Energy Services reporting unit fair value analysis resulted in an implied fair value of goodwill of $83 million for this
reporting unit, and as a result, a non-cash impairment charge in the amount of $252 million was recorded in the third quarter of
2012. The adverse wholesale market conditions facing CenterPoint Energy’s energy services business, specifically the prospects
for continued low geographic and seasonal price differentials for natural gas, led to a reduction in the estimate of the fair value of
goodwill associated with this reporting unit.

(5)

Regulatory Accounting

(a) Regulatory Assets and Liabilities

The following is a list of regulatory assets/liabilities reflected on CenterPoint Energy’s Consolidated Balance Sheets as of

December 31, 2013 and 2012:

Securitized regulatory assets....................................................................................................... $
Unrecognized equity return (1)...................................................................................................
Unamortized loss on reacquired debt .........................................................................................
Pension and postretirement-related regulatory asset (2).............................................................
Other long-term regulatory assets (3) .........................................................................................
Total regulatory assets.........................................................................................................

Estimated removal costs .............................................................................................................
Other long-term regulatory liabilities .........................................................................................
Total regulatory liabilities....................................................................................................

December 31,

2013

2012

(in millions)

3,179
(508)
111
732
212
3,726

941
211
1,152

3,545
(553)
119
1,021
192
4,324

919
174
1,093

Total regulatory assets and liabilities, net............................................................................ $

2,574

3,231

(1) As of December 31, 2013, CenterPoint Energy has not recognized an allowed equity return of $508 million because such
return will be recognized as it is recovered in rates. During the years ended December 31, 2013, 2012 and 2011, CenterPoint
Houston recognized approximately $45 million, $47 million and $21 million, respectively, of the allowed equity return.

(2) CenterPoint Houston’s actuarially determined pension and other postemployment expense in excess of the amount being
recovered through rates is being deferred for rate making purposes. Deferred pension and other postemployment expenses
of $5 million and $14 million as of December 31, 2013 and 2012, respectively, were not earning a return.

(3) Other regulatory assets that are not earning a return were not material as of December 31, 2013 and 2012.

(b) Resolution of True-Up Appeal

In March 2004, CenterPoint Houston filed a true-up application with the Public Utility Commission of Texas (Texas Utility
Commission) requesting recovery of $3.7 billion, excluding interest, as allowed under the Texas Electric Choice Plan. The
legislation provided for a transition period to move to a new market structure and provided a mechanism for the formerly integrated
electric utilities to recover stranded and certain other costs resulting from the transition to competition. In December 2004, the
Texas Utility Commission issued a final order (True-Up Order) allowing CenterPoint Houston to recover a true-up balance of
approximately $2.3 billion. To reflect the impact of the True-Up Order, in 2004 and 2005, CenterPoint Energy recorded a net
after-tax extraordinary loss of $947 million.

Various parties, including CenterPoint Houston, appealed the True-Up Order. In March 2011, the Texas Supreme Court issued
a unanimous ruling on such appeals in which it affirmed in part and reversed in part the decision of the Texas Utility Commission.
The case was remanded to the Texas Utility Commission, and in October 2011, the Texas Utility Commission approved a final
order (the Remand Order) which provided that (i) CenterPoint Houston was entitled to recover an additional true-up balance of
$1.695 billion (the Recoverable True-Up Balance), (ii) no further interest would accrue on the Recoverable True-Up Balance, and
(iii) CenterPoint Houston would reimburse certain parties for their reasonable rate case expenses.

In January 2012, CenterPoint Energy Transition Bond Company IV, LLC (Bond Company IV), a new special purpose subsidiary

of CenterPoint Houston, issued $1.695 billion of transition bonds to securitize the Recoverable True-Up Balance.

As a result of the Remand Order, in 2011 CenterPoint Houston recorded a pre-tax extraordinary gain of $921 million ($587
million after taxes of $334 million) and $352 million ($224 million after-tax) of Other Income related to a portion of interest on
the appealed amount. An additional $405 million ($258 million after-tax) will be recorded as an equity return over the life of the
transition bonds.

(6)

Stock-Based Incentive Compensation Plans and Employee Benefit Plans

(a) Stock-Based Incentive Compensation Plans

CenterPoint Energy has long-term incentive plans (LTIPs) that provide for the issuance of stock-based incentives, including
stock options, performance awards, restricted stock unit awards and restricted and unrestricted stock awards to officers, employees
and non-employee directors. Approximately 14 million shares of CenterPoint Energy common stock are authorized under these
plans for awards.

Equity awards are granted to employees without cost to the participants. The performance awards granted in 2013, 2012 and
2011 are distributed based upon the achievement of certain objectives over a three-year performance cycle. The stock awards
granted in 2013, 2012 and 2011 are subject to the performance condition that total common dividends declared during the three-
year vesting period must be at least $2.49, $2.43 and $2.37 per share, respectively. The stock awards generally vest at the end of
a three-year period. Upon vesting, both the performance and stock awards are issued to the participants along with the value of
dividend equivalents earned over the performance cycle or vesting period. CenterPoint Energy issues new shares in order to satisfy
stock-based payments related to LTIPs.

CenterPoint Energy recorded LTIP compensation expense of $19 million, $18 million and $19 million for the years ended
December 31, 2013, 2012 and 2011, respectively. This expense is included in Operation and Maintenance Expense in the
Statements of Consolidated Income.

The total income tax benefit recognized related to LTIPs was $7 million, $7 million and $7 million for the years ended
December 31, 2013, 2012 and 2011, respectively. No compensation cost related to LTIPs was capitalized as a part of inventory
or fixed assets in 2013, 2012 or 2011. The actual tax benefit realized for tax deductions related to LTIPs totaled $13 million, $14
million and $8 million for 2013, 2012 and 2011, respectively.

Compensation costs for the performance and stock awards granted under LTIPs are measured using fair value and expected
achievement levels on the grant date. For performance awards with operational goals, the achievement levels are revised as goals
are evaluated. The fair value of awards granted to employees is based on the closing stock price of CenterPoint Energy’s common
stock on the grant date. The compensation expense is recorded on a straight-line basis over the vesting period. Forfeitures are
estimated on the date of grant based on historical averages.

The following tables summarize CenterPoint Energy’s LTIP activity for 2013:

Stock Options

Outstanding at December 31, 2012..................................................
Exercised .......................................................................................
Outstanding at December 31, 2013..................................................
Exercisable at December 31, 2013...................................................

Outstanding Options

Year Ended December 31, 2013

Shares
(Thousands)
459
(339)
120
120

Weighted-
Average
Exercise Price
9.84
$
9.46
10.93
10.93

Remaining
Average
Contractual
Life (Years)

Aggregate
Intrinsic
Value
(Millions)

0.2
0.2

1
1

Cash received from stock options exercised was $3 million, $3 million and $5 million for 2013, 2012 and 2011, respectively.

CenterPoint Energy has not issued stock options since 2004.

Performance Awards

Outstanding at December 31, 2012..................................................
Granted ..........................................................................................
Forfeited or cancelled ....................................................................
Vested and released to participants................................................
Outstanding at December 31, 2013..................................................

Shares
(Thousands)
2,992
899
(364)
(824)
2,703

Outstanding and Non-Vested Shares

Year Ended December 31, 2013

Weighted-
Average
Grant Date
Fair Value

Remaining
Average
Contractual
Life (Years)

Aggregate
Intrinsic
Value
(Millions)

16.05
20.67
15.90
14.21
18.17

0.9

The outstanding and non-vested shares displayed in the table above assumes that shares are issued at the maximum performance

level. The aggregate intrinsic value reflects the impact of current expectations of achievement and stock price.

Stock Awards

Shares
(Thousands)
995
377
(42)
(432)
898

Outstanding and Non-Vested Shares

Year Ended December 31, 2013

Weighted-
Average
Grant Date
Fair Value

Remaining
Average
Contractual
Life (Years)

Aggregate
Intrinsic
Value
(Millions)

16.43
21.53
18.56
15.91
18.72

1.0

The weighted-average grant-date fair values per unit of awards granted were as follows for 2013, 2012 and 2011:

Performance awards................................................................................................... $
Stock awards ..............................................................................................................

20.67
21.53

18.79
18.96

15.49
15.81

Year Ended December 31,

2013

2012

2011

Valuation Data

The total intrinsic value of awards received by participants was as follows for 2013, 2012 and 2011:

Stock options exercised.............................................................................................. $
Performance awards...................................................................................................
Stock awards ..............................................................................................................

Year Ended December 31,

2013

2012

2011

(in millions)
6
$
24
9

4
20
10

7
7
7

The total grant date fair value of performance and stock awards which vested during the years ended December 31, 2013,
2012 and 2011 was $19 million, $19 million and $12 million, respectively. As of December 31, 2013, there was $18 million of
total unrecognized compensation cost related to non-vested performance and stock awards which is expected to be recognized
over a weighted-average period of 1.6 years.

(b) Pension and Postretirement Benefits

CenterPoint Energy maintains a non-contributory qualified defined benefit pension plan covering substantially all employees,
with benefits determined using a cash balance formula. Under the cash balance formula, participants accumulate a retirement

benefit based upon 5% of eligible earnings and accrued interest. Participants are 100% vested in their benefit after completing
three years of service. In addition to the non-contributory qualified defined benefit pension plan, CenterPoint Energy maintains
unfunded non-qualified benefit restoration plans which allow participants to receive the benefits to which they would have been
entitled under CenterPoint Energy’s non-contributory pension plan except for federally mandated limits on qualified plan benefits
or on the level of compensation on which qualified plan benefits may be calculated.

CenterPoint Energy provides certain healthcare and life insurance benefits for retired employees on both a contributory and
non-contributory basis. Employees become eligible for these benefits if they have met certain age and service requirements at
retirement, as defined in the plans. Under plan amendments, effective in early 1999, healthcare benefits for future retirees were
changed to limit employer contributions for medical coverage.

Such benefit costs are accrued over the active service period of employees. The net unrecognized transition obligation is being

amortized over approximately 20 years.

CenterPoint Energy’s net periodic cost includes the following components relating to pension, including the benefit restoration

plan, and postretirement benefits:

Year Ended December 31,

2013

2012

2011

Pension
Benefits

Post-
retirement
Benefits

Pension
Benefits

Post-
retirement
Benefits

Pension
Benefits

Post-
retirement
Benefits

Service cost .................................................................. $
Interest cost ..................................................................
Expected return on plan assets .....................................
Amortization of prior service cost................................
Amortization of net loss ...............................................
Amortization of transition obligation...........................
Benefit enhancement ....................................................
Net periodic cost........................................................... $

44
90
(135)
10
63
—
—
72

2
20
(7)
1
6
7
—
29

(in millions)

35
100
(121)
8
60
—
—
82

1
23
(7)
3
4
7
1
32

33
100
(115)
3
57
—
—
78

1
24
(10)
3
1
7
1
27

CenterPoint Energy used the following assumptions to determine net periodic cost relating to pension and postretirement

benefits:

Year Ended December 31,

2013

2012

2011

Pension
Benefits

Post-
retirement
Benefits

Pension
Benefits

Post-
retirement
Benefits

Pension
Benefits

Post-
retirement
Benefits

Discount rate ................................................................
Expected return on plan assets .....................................
Rate of increase in compensation levels ......................

4.00%
8.00
4.00

3.90%
5.50
—

4.90%
8.00
4.20

4.80%
5.50
—

5.25%
8.00
4.60

5.20%
7.05
—

In determining net periodic benefits cost, CenterPoint Energy uses fair value, as of the beginning of the year, as its basis for

determining expected return on plan assets.

The following table summarizes changes in the benefit obligation, plan assets, the amounts recognized in consolidated balance
sheets and the key assumptions of CenterPoint Energy’s pension, including benefit restoration, and postretirement plans. The
measurement dates for plan assets and obligations were December 31, 2013 and 2012.

December 31,

2013

2012

Pension
Benefits

Post-
retirement
Benefits

Pension
Benefits

Post-
retirement
Benefits

(in millions, except for actuarial assumptions)

Change in Benefit Obligation
Benefit obligation, beginning of year.................................................................. $ 2,316
44
Service cost..........................................................................................................
90
Interest cost..........................................................................................................
—
Participant contributions......................................................................................
(142)
Benefits paid........................................................................................................
(155)
Actuarial (gain) loss ............................................................................................
—
Medicare reimbursement .....................................................................................
Benefit obligation, end of year ............................................................................
2,153
Change in Plan Assets
Fair value of plan assets, beginning of year ........................................................
Employer contributions .......................................................................................
Participant contributions......................................................................................
Benefits paid........................................................................................................
Actual investment return .....................................................................................
Fair value of plan assets, end of year ..................................................................
Funded status, end of year ................................................................................... $
Amounts Recognized in Balance Sheets
Current liabilities-other ....................................................................................... $
Other liabilities-benefit obligations.....................................................................
Net liability, end of year...................................................................................... $
Actuarial Assumptions
Discount rate........................................................................................................
Expected return on plan assets ............................................................................
Rate of increase in compensation levels..............................................................
Healthcare cost trend rate assumed for the next year - Pre-65 ............................
Healthcare cost trend rate assumed for the next year - Post-65 ..........................
Prescription drug cost trend rate assumed for the next year................................
Rate to which the cost trend rate is assumed to decline (the ultimate trend
rate)......................................................................................................................
Year that the healthcare rate reaches the ultimate trend rate...............................
Year that the prescription drug rate reaches the ultimate trend rate....................

1,698
91
—
(142)
156
1,803
(350)

(9)
(341)
(350)

—
—
—

4.80%
7.00
3.90
—
—
—

538
2
20
7
(34)
(60)
3
476

139
19
7
(34)
9
140
(336)

(9)
(327)
(336)

4.75%
5.50
—
7.00
7.50
7.00

5.50
2018
2018

$ 2,085
35
100
—
(123)
219
—
2,316

1,506
82
—
(123)
233
1,698
(618)

(9)
(609)
(618)

4.00%
8.00
4.00
—
—
—

—
—
—

500
1
23
7
(35)
38
4
538

138
20
7
(35)
9
139
(399)

(9)
(390)
(399)

3.90%
5.50
—
9.00
9.00
9.00

5.50
2017
2017

The accumulated benefit obligation for all defined benefit pension plans was $2,123 million and $2,283 million as of

December 31, 2013 and 2012, respectively.

The expected rate of return assumption was developed by a weighted-average return analysis of the targeted asset allocation
of CenterPoint Energy’s plans and the expected real return for each asset class, based on the long-term capital market assumptions,
adjusted for investment fees and diversification effects, in addition to expected inflation.

The discount rate assumption was determined by matching the projected cash flows of CenterPoint Energy’s plans against a
hypothetical yield curve of high-quality corporate bonds represented by a series of annualized individual discount rates from one-
half to 99 years.

For measurement purposes, medical costs are assumed to increase 7.00% and 7.50% for the pre-65 and post-65 retirees,
respectively, and the prescription cost is assumed to increase 7.00% during 2014, after which this rate decreases until reaching
the ultimate trend rate of 5.50% in 2018.

CenterPoint Energy’s changes in accumulated comprehensive loss related to defined benefit, postretirement and other

postemployment plans are as follows (in millions):

Year Ended
December 31, 2013

Beginning Balance .............................................................................................................. $
Other comprehensive income before reclassifications (1) ..................................................
Amounts reclassified from accumulated other comprehensive income:

Prior service cost (2)........................................................................................................
Actuarial losses (2) ..........................................................................................................
Total reclassifications from accumulated other comprehensive income.............................
Tax expense.........................................................................................................................
Net current period other comprehensive income ................................................................
Ending Balance ...................................................................................................................

(132)
52

3
14
17
(25)
44
(88)

________________
(1) Total other comprehensive income related to the re-measurement of pension, postretirement and other postemployment

plans.

(2) These accumulated other comprehensive components are included in the computation of net periodic cost.

Amounts recognized in accumulated other comprehensive loss consist of the following:

Unrecognized actuarial loss................................................. $
Unrecognized prior service cost ..........................................
Unrecognized transition obligation .....................................
Net amount recognized in accumulated other

comprehensive loss .......................................................... $

December 31,

2013

2012

Pension
Benefits

Postretirement
Benefits

Pension
Benefits

Postretirement
Benefits

(in millions)

126

—

173

—

138

187

The changes in plan assets and benefit obligations recognized in other comprehensive income during 2013 are as follows (in

millions):

Net gain....................................................................................................................................... $
Amortization of net loss..............................................................................................................
Amortization of prior service credit ...........................................................................................
Amortization of transition obligation .........................................................................................
Total recognized in comprehensive income ............................................................................... $

34
13
2
—
49

13
1
1
1
16

Pension
Benefits

Postretirement
Benefits

The total expense recognized in net periodic costs and other comprehensive income was $23 million and $13 million for

pension and postretirement benefits, respectively, for the year ended December 31, 2013.

The amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost

during 2014 are as follows (in millions):

Unrecognized actuarial loss........................................................................................................ $
Unrecognized prior service cost .................................................................................................
Amounts in accumulated comprehensive loss to be recognized in net periodic cost in 2014.... $

—

Pension
Benefits

Postretirement
Benefits

The following table displays pension benefits related to CenterPoint Energy’s pension plans that have accumulated benefit

obligations in excess of plan assets:

December 31,

2013

2012

Pension
Qualified

Pension
Non-qualified

Pension
Qualified

Pension
Non-qualified

Accumulated benefit obligation .......................................... $
Projected benefit obligation.................................................
Fair value of plan assets ......................................................

2,031
2,061
1,803

(in millions)

92
92
—

2,184
2,217
1,698

99
99
—

Assumed healthcare cost trend rates have a significant effect on the reported amounts for CenterPoint Energy’s postretirement

benefit plans. A 1% change in the assumed healthcare cost trend rate would have the following effects:

Effect on the postretirement benefit obligation .......................................................................... $
Effect on total of service and interest cost..................................................................................

1%
Increase

1%
Decrease

(in millions)

11
1

10
1

In managing the investments associated with the benefit plans, CenterPoint Energy’s objective is to achieve and maintain a
fully funded plan. This objective is expected to be achieved through an investment strategy that manages liquidity requirements
while maintaining a long-term horizon in making investment decisions and efficient and effective management of plan assets.

As part of the investment strategy discussed above, CenterPoint Energy has adopted and maintains the following weighted

average allocation targets for its benefit plans:

U.S. equity ...............................................................................
International developed market equity ....................................
Emerging market equity ..........................................................
Fixed income ...........................................................................
Cash .........................................................................................

Pension
Benefits
15 – 31%
8 – 18%
4 – 14%
49 – 61%
0 – 2%

Postretirement
Benefits
14 – 24%
3 – 13%
—
68 – 78%
0 – 2%

The following tables set forth by level, within the fair value hierarchy (see Note 8), CenterPoint Energy’s pension plan assets

at fair value as of December 31, 2013 and 2012:

Fair Value Measurements at December 31, 2013

(in millions)

Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Cash ..................................................................................... $
Common collective trust funds (1) ......................................
Corporate bonds:

Investment grade or above ................................................

Equity securities:

International companies ....................................................
U.S. companies .................................................................
Cash received as collateral from securities lending ............
U.S. government backed agencies bonds ............................
U.S. treasuries......................................................................
Mortgage backed securities .................................................
Asset backed securities........................................................
Municipal bonds ..................................................................
Mutual funds (2) ..................................................................
International government bonds ..........................................
Real estate............................................................................
Obligation to return cash received as collateral from
securities lending .................................................................
Total..................................................................................... $

11
1,107

256

75
77
71
1
18
7
6
61
172
11
1

11
—

—

75
77
71
1
18
—
—
—
172
—
—

— $

1,107

256

—
—
—
—
—
7
6
61
—
11
—

(71)
1,803

(71)
354

—
1,448

—
—

—

—
—
—
—
—
—
—
—
—
—
1

—
1

(1) 50% of the amount invested in common collective trust funds is in fixed income securities, 20% is in U.S. equities, 25%

is in international equities and 5% is in emerging market equities.

(2) 58% of the amount invested in mutual funds is in international equities, 30% is in emerging market equities and 12% is

in U.S. equities.

Fair Value Measurements at December 31, 2012

(in millions)

Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Cash ..................................................................................... $
Common collective trust funds (1) ......................................
Corporate bonds:

Investment grade or above ................................................

Equity securities:

6
1,134

108

100
101
52
1
13
9
7
48
160
8
3

6
—

—

100
101
52
1
13
—
—
—
160
—
—

— $

1,134

108

—
—
—
—
—
9
7
48
—
8
—

(52)
1,698

(52)
381

—
1,314

—
—

—

—
—
—
—
—
—
—
—
—
—
3

—
3

(1) 42% of the amount invested in common collective trust funds is in fixed income securities, 27% is in U.S. equities, 26%

is in international equities and 5% is in emerging market equities.

(2) 58% of the amount invested in mutual funds is in international equities, 33% is in emerging market equities and 9% is

in U.S. equities.

The pension plan utilized both exchange traded and over-the-counter financial instruments such as futures, interest rate options
and swaps that were marked to market daily with the gains/losses settled in the cash accounts. The pension plan did not include
any holdings of CenterPoint Energy common stock as of December 31, 2013 or 2012.

The changes in the fair value of the pension plan’s level 3 investments for the years ended December 31, 2013 and 2012 were

not material.

The following tables present by level, within the fair value hierarchy, CenterPoint Energy’s postretirement plan assets at fair

value as of December 31, 2013 and 2012, by asset category:

Fair Value Measurements at December 31, 2013

(in millions)

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Mutual funds (1) .................................................................. $
Total..................................................................................... $

140
140

$
$

140
140

$
$

— $
— $

—
—

(1) 72% of the amount invested in mutual funds is in fixed income securities, 20% is in U.S. equities and 8% is in international

equities.

Fair Value Measurements at December 31, 2012

(in millions)

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total

Mutual funds (1) .................................................................. $
Total..................................................................................... $

139
139

$
$

139
139

$
$

— $
— $

—
—

(1) 73% of the amount invested in mutual funds is in fixed income securities, 19% is in U.S. equities and 8% is in international

equities.

CenterPoint Energy contributed $83 million, $8 million and $16 million to its qualified pension, non-qualified pension and
postretirement benefits plans, respectively, in 2013. CenterPoint Energy expects to contribute approximately $87 million, $9
million and $17 million to its qualified pension, non-qualified pension and postretirement benefits plans, respectively, in 2014.

The following benefit payments are expected to be paid by the pension and postretirement benefit plans (in millions):

Postretirement Benefit Plan

Pension
Benefits

Benefit
Payments

Medicare
Subsidy
Receipts

2014................................................................................................................. $
2015.................................................................................................................
2016.................................................................................................................
2017.................................................................................................................
2018.................................................................................................................
2019-2023 .......................................................................................................

135
147
153
161
157
843

34
36
38
39
41
221

(4)
(5)
(5)
(6)
(6)
(39)

CenterPoint Energy has a tax-qualified employee savings plan that includes a cash or deferred arrangement under Section 401
(k) of the Internal Revenue Code of 1986, as amended (the Code), and an employee stock ownership plan (ESOP) under Section 4975
(e)(7) of the Code. Under the plan, participating employees may contribute a portion of their compensation, on a pre-tax or after-
tax basis, generally up to a maximum of 50% of eligible compensation. The Company matches 100% of the first 6% of each
employee’s compensation contributed. The matching contributions are fully vested at all times.

Participating employees may elect to invest all or a portion of their contributions to the plan in CenterPoint Energy common
stock, to have dividends reinvested in additional shares or to receive dividend payments in cash on any investment in CenterPoint
Energy common stock, and to transfer all or part of their investment in CenterPoint Energy common stock to other investment
options offered by the plan.

The savings plan has significant holdings of CenterPoint Energy common stock. As of December 31, 2013, 18,029,972 shares
of CenterPoint Energy’s common stock were held by the savings plan, which represented approximately 21% of its investments.
Given the concentration of the investments in CenterPoint Energy’s common stock, the savings plan and its participants have
market risk related to this investment.

CenterPoint Energy’s savings plan benefit expenses were $38 million, $36 million and $35 million in 2013, 2012 and 2011,

respectively.

(d) Postemployment Benefits

CenterPoint Energy provides postemployment benefits for former or inactive employees, their beneficiaries and covered
dependents, after employment but before retirement (primarily healthcare and life insurance benefits for participants in the long-
term disability plan). The Company recorded postemployment expenses of $4 million, $8 million and $7 million in 2013, 2012
and 2011, respectively.

Included in “Benefit Obligations” in the accompanying Consolidated Balance Sheets at December 31, 2013 and 2012 was

$30 million and $32 million, respectively, relating to postemployment obligations.

(e) Other Non-Qualified Plans

CenterPoint Energy has non-qualified deferred compensation plans that provide benefits payable to directors, officers and
certain key employees or their designated beneficiaries at specified future dates, upon termination, retirement or death. Benefit
payments are made from the general assets of CenterPoint Energy. CenterPoint Energy recorded benefit expense relating to these
plans of $5 million for each of the years in 2013, 2012 and 2011. Included in “Benefit Obligations” in the accompanying
Consolidated Balance Sheets at December 31, 2013 and 2012 was $64 million and $71 million, respectively, relating to deferred
compensation plans.

Included in Benefit Obligations in CenterPoint Energy’s Consolidated Balance Sheets at December 31, 2013 and 2012 was

$28 million and $29 million, respectively, relating to split-dollar life insurance arrangements.

(f) Change in Control Agreements and Other Employee Matters

CenterPoint Energy has agreements with certain of its officers that generally provide, to the extent applicable, in the case of
a change in control of CenterPoint Energy and termination of employment, for severance benefits of up to three times annual base
salary plus bonus, and other benefits. These agreements are for a one-year term with automatic renewal unless action is taken by
CenterPoint Energy’s board of directors prior to the renewal.

As of December 31, 2013, approximately 30% of CenterPoint Energy’s employees were subject to collective bargaining

agreements.

(7)

Derivative Instruments

(a) Non-Trading Activities

Derivative Instruments. CenterPoint Energy enters into certain derivative instruments to manage physical commodity price
risks and does not engage in proprietary or speculative commodity trading. These financial instruments do not qualify or are not
designated as cash flow or fair value hedges.

Weather Hedges. CenterPoint Energy has weather normalization or other rate mechanisms that mitigate the impact of weather
on its gas operations in Arkansas, Louisiana, Mississippi and Oklahoma. Gas operations in Texas and Minnesota and electric
operations in Texas do not have such mechanisms. As a result, fluctuations from normal weather may have a significant positive
or negative effect on Gas Operations’ results in Texas and Minnesota and on CenterPoint Houston’s results in its service territory.

In 2013 and 2012, CenterPoint Energy entered into heating-degree day swaps for certain Gas Operations jurisdictions to
mitigate the effect of fluctuations from normal weather on its results of operations and cash flows for the winter heating season.
In 2013, CenterPoint Energy also entered into a similar winter weather hedge for the CenterPoint Houston service territory. The
swaps are based on ten-year normal weather. During the years ended December 31, 2013, 2012 and 2011, CenterPoint Energy
recognized losses of $22 million, gains of $8 million and losses of less than $1 million, respectively, related to these swaps. Weather
hedge gains and losses are included in revenues in the Statements of Consolidated Income.

(b) Derivative Fair Values and Income Statement Impacts

The following tables present information about CenterPoint Energy’s derivative instruments and hedging activities. The first
two tables provide a balance sheet overview of CenterPoint Energy’s Derivative Assets and Liabilities as of December 31, 2013
and 2012, while the last table provides a breakdown of the related income statement impacts for the years ending December 31,
2013 and 2012.

Fair Value of Derivative Instruments

December 31, 2013

Total derivatives not designated
as hedging instruments

Balance Sheet
Location

Derivative
Assets
Fair Value

Derivative
Liabilities
Fair Value

(in millions)

Natural gas derivatives (1) (2) (3) .. Current Assets: Non-trading derivative assets..............
Natural gas derivatives (1) (3) ........ Other Assets: Non-trading derivative assets.................
Natural gas derivatives (1) (3) ........ Current Liabilities: Non-trading derivative liabilities ..
Natural gas derivatives (1) (3) ........ Other Liabilities: Non-trading derivative liabilities .....
Indexed debt securities derivative .. Current Liabilities.........................................................
....................................................................................................................................

Total

28
10
4
1
—
43

4
—
21
5
455
485

(1) The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling 607 Bcf or a net 46 Bcf

long position. Of the net long position, basis swaps constitute 99 Bcf.

(2) The $28 million Derivative Current Asset includes $1 million related to physical forwards purchased from Enable.

(3) Natural gas contracts are presented on a net basis in the Consolidated Balance Sheets. Natural gas contracts are subject
to master netting arrangements. This netting applies to all undisputed amounts due or past due and causes derivative
assets (liabilities) to be ultimately presented net in a liability (asset) account within the Consolidated Balance Sheets.
The net of total non-trading derivative assets and liabilities was a $13 million asset as shown on CenterPoint Energy’s
Consolidated Balance Sheets (and as detailed in the table below), and was comprised of the natural gas contracts derivative
assets and liabilities separately shown above offset by collateral netting of less than $1 million.

Offsetting of Natural Gas Derivative Assets and Liabilities

December 31, 2013

Current Assets: Non-trading derivative assets ..............
Other Assets: Non-trading derivative assets .................
Current Liabilities: Non-trading derivative liabilities...
Other Liabilities: Non-trading derivative liabilities......
Total...............................................................................

________________

Gross Amounts
Recognized (1)

Gross Amounts Offset in
the Consolidated Balance
Sheets

Net Amount Presented in
the Consolidated Balance
Sheets (2)

(in millions)

11
(25)
(5)
13

(8) $
(1)
8

— $

10
(17)
(4)
13

(1) Gross amounts recognized include some derivative assets and liabilities that are not subject to master netting arrangements.

(2) The derivative assets and liabilities on the Consolidated Balance Sheets exclude accounts receivable or accounts payable

that, should they exist, could be used as offsets to these balances in the event of a default.

Fair Value of Derivative Instruments

December 31, 2012

Total derivatives not designated
as hedging instruments

Balance Sheet
Location

Derivative
Assets
Fair Value

Derivative
Liabilities
Fair Value

(in millions)

Natural gas derivatives (1) (2)......... Current Assets: Non-trading derivative assets...............
Natural gas derivatives (1) (2)......... Other Assets: Non-trading derivative assets..................
Natural gas derivatives (1) (2)......... Current Liabilities: Non-trading derivative liabilities ...
Natural gas derivatives (1) (2)......... Other Liabilities: Non-trading derivative liabilities ......
Indexed debt securities derivative ... Current Liabilities..........................................................
Total .....................................................................................................................................

37
6
5
1
—
49

1
—
27
4
268
300

(1) The fair value shown for natural gas contracts is comprised of derivative gross volumes totaling 489 billion cubic feet

(Bcf) or a net 101 Bcf long position. Of the net long position, basis swaps constitute 73 Bcf.

(2) Natural gas contracts are presented on a net basis in the Consolidated Balance Sheets. Natural gas contracts are subject
to master netting arrangements. This netting applies to all undisputed amounts due or past due and causes derivative
assets (liabilities) to be ultimately presented net in a liability (asset) account within the Consolidated Balance Sheets.
The net of total non-trading derivative assets and liabilities was a $26 million asset as shown on CenterPoint Energy’s
Consolidated Balance Sheets (and as detailed in the table below), and was comprised of the natural gas contracts derivative
assets and liabilities separately shown above offset by collateral netting of $9 million.

Offsetting of Natural Gas Derivative Assets and Liabilities

December 31, 2012

________________

Gross Amounts
Recognized (1)

Gross Amounts Offset in
the Consolidated Balance
Sheets

Net Amount Presented in
the Consolidated Balance
Sheets (2)

(in millions)

7
(28)
(4)
17

(6) $
(1)
14

6
(14)
(2)
26

(1) Gross amounts recognized include some derivative assets and liabilities that are not subject to master netting arrangements.

(2) The derivative assets and liabilities on the Consolidated Balance Sheets exclude accounts receivable or accounts payable

that, should they exist, could be used as offsets to these balances in the event of a default.

For CenterPoint Energy’s price stabilization activities of the Natural Gas Distribution business segment, the settled costs of
derivatives are ultimately recovered through purchased gas adjustments. Accordingly, the net unrealized gains and losses associated
with these contracts are recorded as net regulatory assets. Realized and unrealized gains and losses on other derivatives are
recognized in the Statements of Consolidated Income as revenue for retail sales derivative contracts and as natural gas expense
for financial natural gas derivatives and non-retail related physical natural gas derivatives. Unrealized gains and losses on indexed
debt securities are recorded as Other Income (Expense) in the Statements of Consolidated Income.

Income Statement Impact of Derivative Activity

Total derivatives not designated
as hedging instruments

Income Statement Location

2013

2012

2011

Year Ended December 31,

Natural gas derivatives..................... Gains (Losses) in Revenue..............................
Natural gas derivatives (1) (2) ......... Gains (Losses) in Expense: Natural Gas.........
Indexed debt securities derivative.... Gains (Losses) in Other Income (Expense) ....
Total .......................................................................................................................

(in millions)
43
$
(63)
(71)
(91) $

11
10
(193)
(172) $

102
(144)
35
(7)

(1) The Gains (Losses) in Expense: Natural Gas includes $(2) million during the year ended December 31, 2013 related to

physical forwards purchased from Enable.

(2) The Gains (Losses) in Expense: Natural Gas includes $-0-, $(38) million and $(107) million of costs in 2013, 2012 and
2011, respectively, associated with price stabilization activities of the Natural Gas Distribution business segment that
will be ultimately recovered through purchased gas adjustments.

CenterPoint Energy enters into financial derivative contracts containing material adverse change provisions. These provisions
could require CenterPoint Energy to post additional collateral if the Standard & Poor’s Ratings Services or Moody’s Investors
Service, Inc. credit ratings of CenterPoint Energy, Inc. or its subsidiaries are downgraded. The total fair value of the derivative
instruments that contain credit risk contingent features that are in a net liability position at December 31, 2013 and 2012 was $1
million and $5 million, respectively. The aggregate fair value of assets that are already posted as collateral was less than $1 million
at both December 31, 2013 and 2012. If all derivative contracts (in a net liability position) containing credit risk contingent features
were triggered at December 31, 2013 and 2012, $1 million and $5 million, respectively, of additional assets would be required to
be posted as collateral.

(d) Credit Quality of Counterparties

In addition to the risk associated with price movements, credit risk is also inherent in CenterPoint Energy’s non-trading
derivative activities. Credit risk relates to the risk of loss resulting from non-performance of contractual obligations by a
counterparty. The following table shows the composition of counterparties to the non-trading derivative assets of CenterPoint
Energy as of December 31, 2013 and 2012 (in millions):

December 31, 2013

December 31, 2012

Investment
Grade(1)

Total

Investment
Grade(1)

Total

Energy marketers................................................................. $
Financial institutions ...........................................................
Retail end users (2)..............................................................

Total................................................................................... $

1
1
1
3

4
9
21
34

1
—
—
1

1
—
41
42

(1) “Investment grade” is primarily determined using publicly available credit ratings and considering credit support
(including parent company guarantees) and collateral (including cash and standby letters of credit). For unrated
counterparties, CenterPoint Energy determines a synthetic credit rating by performing financial statement analysis and
considering contractual rights and restrictions and collateral.

(2) Retail end users represent customers who have contracted to fix the price of a portion of their physical gas requirements

for future periods.

(8)

Fair Value Measurements

Assets and liabilities that are recorded at fair value in the Consolidated Balance Sheets are categorized based upon the level
of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined below and directly related to
the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. The
types of assets carried at Level 1 fair value generally are exchange-traded derivatives and equity securities.

Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly.
Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are
observable for the asset or liability. Fair value assets and liabilities that are generally included in this category are derivatives
with fair values based on inputs from actively quoted markets. A market approach is utilized to value CenterPoint Energy’s
Level 2 assets or liabilities.

Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity
for the asset or liability. Unobservable inputs reflect CenterPoint Energy’s judgments about the assumptions market participants
would use in pricing the asset or liability since limited market data exists. CenterPoint Energy develops these inputs based
on the best information available, including CenterPoint Energy’s own data. A market approach is utilized to value CenterPoint
Energy’s Level 3 assets or liabilities. At December 31, 2013, CenterPoint Energy’s Level 3 assets and liabilities are comprised
of physical forward contracts and options. Level 3 physical forward contracts are valued using a discounted cash flow model
which includes illiquid forward price curve locations (ranging from $3.79 to $4.94 per one million British thermal units (Btu))
as an unobservable input. Level 3 options are valued through Black-Scholes (including forward start) option models which
include option volatilities (ranging from 0 to 53%) as an unobservable input. CenterPoint Energy’s Level 3 derivative assets
and liabilities consist of both long and short positions (forwards and options) and their fair value is sensitive to forward prices
and volatilities. If forward prices decrease, CenterPoint Energy’s long forwards lose value whereas its short forwards gain
in value. If volatility decreases, CenterPoint Energy’s long options lose value whereas its short options gain in value.

CenterPoint Energy determines the appropriate level for each financial asset and liability on a quarterly basis and recognizes
transfers between levels at the end of the reporting period. For the year ended December 31, 2013, there were no transfers between
Level 1 and 2. CenterPoint Energy also recognizes purchases of Level 3 financial assets and liabilities at their fair market value
at the end of the reporting period.

The following tables present information about CenterPoint Energy’s assets and liabilities (including derivatives that are
presented net) measured at fair value on a recurring basis as of December 31, 2013 and 2012, and indicate the fair value hierarchy
of the valuation techniques utilized by CenterPoint Energy to determine such fair value.

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

(in millions)

Netting
Adjustments

(1)

Balance at
December 31,
2013

Assets

Corporate equities.................................. $
Investments, including money market

funds...................................................
Natural gas derivatives (2).....................

Total assets........................................ $

836

Liabilities

Indexed debt securities derivative ......... $
Natural gas derivatives ..........................

Total liabilities .................................. $

— $

770

— $

—

455

482

—

— $

—
(9)
(9) $

— $
(9)
(9) $

770

865

455

476

(1) Amounts represent the impact of legally enforceable master netting agreements that allow CenterPoint Energy to settle
positive and negative positions and also include cash collateral of less than $1 million posted with the same counterparties.

(2) The (Level 2) Natural gas derivative assets of $33 million include $1 million related to physical forwards purchased from

Enable.

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

(in millions)

Netting
Adjustments

(1)

Balance at
December 31,
2012

Assets

Corporate equities.................................. $
Investments, including money market

funds...................................................
Natural gas derivatives ..........................

Total assets........................................ $

619

Liabilities

Indexed debt securities derivative ......... $
Natural gas derivatives ..........................

Total liabilities .................................. $

— $

542

— $

—

268

289

—

— $

—
(6)
(6) $

— $
(15)
(15) $

542

660

268

284

The following tables present additional information about assets or liabilities, including derivatives that are measured at fair

value on a recurring basis for which CenterPoint Energy has utilized Level 3 inputs to determine fair value:

Beginning balance........................................................................................... $
Total gains (1) .................................................................................................
Total settlements (1)........................................................................................
Total purchases................................................................................................
Transfers out of Level 3 ..................................................................................
Transfers into Level 3 .....................................................................................
Ending balance (2) .......................................................................................... $
The amount of total gains for the period included in earnings

attributable to the change in unrealized gains or losses relating
to assets still held at the reporting date........................................................ $

Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)

Derivative assets and liabilities, net

Year Ended December 31,

2013

2012

(in millions)

2011

3
(3)
—

—

3
(6)
—
(1)
—

6
(3)
2
(2)
—

________
(1) During 2013, 2012 and 2011, CenterPoint Energy did not have Level 3 unrealized gains (losses) or settlements related

to price stabilization activities of the Natural Gas Distribution business segment.

(2) During 2013, 2012 and 2011, CenterPoint Energy did not have significant Level 3 sales.

Estimated Fair Value of Financial Instruments

The fair values of cash and cash equivalents, investments in debt and equity securities classified as “trading” and short-term
borrowings are estimated to be approximately equivalent to carrying amounts and have been excluded from the table below. The
fair values of non-trading derivative assets and liabilities and CenterPoint Energy’s 2.0% Zero-Premium Exchangeable
Subordinated Notes due 2029 (ZENS) indexed debt securities derivative are stated at fair value and are excluded from the table
below. The fair value of each debt instrument is determined using market interest rates on the applicable dates. These assets and
liabilities, which are not measured at fair value in the Consolidated Balance Sheets but for which the fair value is disclosed, would
be classified as Level 1 in the fair value hierarchy.

December 31, 2013

December 31, 2012

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

(in millions)

Financial assets:

Notes receivable - affiliated companies ............................ $

363

Financial liabilities:

Long-term debt.................................................................. $

8,171

363

8,670

— $

—

9,619

10,807

(9)

Unconsolidated Affiliates

As discussed in Note 2, on May 1, 2013 (the Closing Date) CERC Corp., OGE and ArcLight closed on the formation of
Enable. Enable owns CenterPoint Midstream, which consists of substantially all of CERC Corp.’s former Interstate Pipelines and
Field Services business segments. As a result, CenterPoint Energy no longer has Interstate Pipelines or Field Services business
segments. Equity earnings associated with CenterPoint Energy’s interest in Enable and equity earnings associated with its retained
25.05% interest in SESH are now reported under the Midstream Investments segment. For a further description of CenterPoint
Energy’s reportable business segments, see Note 17.

The formation of Enable by CenterPoint Energy has been considered a contribution of in-substance real estate to a limited
partnership as the businesses are composed of, and reliant upon, substantial real estate assets and integral equipment. Real estate
assets and integral equipment primarily includes gas transmission pipelines, compressor station equipment, rights of way, storage
and processing assets and long-term customer contracts. Accordingly, CenterPoint Energy did not recognize a gain or loss upon
contribution and recorded its investment in Enable using the equity method of accounting based on the historical cost of the
contributed assets and liabilities as of the Closing Date. Approximately $5.8 billion of assets (which includes $4.7 billion in
property, plant and equipment, net, $629 million in goodwill and $197 million for the 24.95% investment in SESH) and $1.5
billion of liabilities (which includes the Term Loan and the indebtedness owed to CERC, both discussed below, of $1.05 billion
and $363 million, respectively) were contributed by CERC Corp. CenterPoint Energy has the ability to significantly influence
the operating and financial policies of Enable and, accordingly, recorded an equity method investment, at the historical costs of
net assets contributed, of $4.3 billion in Enable on the Closing Date. Pursuant to the MFA, CenterPoint Energy retained certain
assets and liabilities historically held by CenterPoint Midstream such as balances relating to federal income taxes and benefit plan
obligations.

CenterPoint Energy’s investment in Enable is considered to be a VIE because the power to direct the activities that most
significantly impact Enable’s economic performance does not reside with the holders of equity investment at risk. However,
CenterPoint Energy is not considered the primary beneficiary of Enable since it does not have the power to direct the activities of
Enable that are considered most significant to the economic performance of Enable. Under the equity method, CenterPoint Energy’s
investment will be adjusted each period for contributions made, distributions received, CenterPoint Energy’s share of Enable’s
comprehensive income and accretion of any basis difference. CenterPoint Energy’s maximum exposure to loss related to Enable
is limited to its equity investment as presented in the Consolidated Balance Sheet at December 31, 2013 and its guarantee of
Enable’s $1.05 billion Term Loan and certain other guarantees as discussed in Note 14. CenterPoint Energy evaluates its equity
method investments for impairment when events or changes in circumstances indicate there is a loss in value of the investment
that is other than a temporary decline. See Note 1 for further discussion on Enable’s ownership structure.

Effective on the Closing Date, CenterPoint Energy and Enable entered into a Services Agreement, Employee Transition
Agreement, Transitional Services Agreement and other agreements (collectively, Transition Agreements) whereby CenterPoint
Energy agreed to provide certain support services to Enable such as accounting, legal, risk management and treasury functions
for an initial term ending on April 30, 2016. The support services automatically extend year-to-year at the end of the initial term,
unless terminated by Enable with at least 90 days’ notice. Enable may terminate these support services at any time with 180 days’

100

notice if approved by the board of Enable’s general partner. Additionally, CenterPoint Energy agreed to provide seconded
employees to Enable to support its operations for an initial term ending on December 31, 2014, unless revised by mutual agreement
with CenterPoint Energy, OGE and Enable prior to that date. CenterPoint Energy did not transfer any employees to Enable at
formation of the partnership or at any time during the year ended December 31, 2013. CenterPoint Energy billed Enable for
reimbursement of transitional services, including the costs of seconded employees, of $119 million during the year ended
December 31, 2013 under the Transition Agreements. Actual transitional services costs are recorded net of reimbursements received
from Enable. CenterPoint Energy had accounts receivable from Enable of $24 million at December 31, 2013 for amounts billed
for transitional services, including the cost of seconded employees.

Enable, at its discretion, has the right to select and offer employment to seconded employees from CenterPoint Energy. As
of December 31, 2013, CenterPoint Energy determined it cannot reasonably estimate the impact of the costs associated with the
termination of employees related to the formation of Enable or transfer of employees from CenterPoint Energy to Enable, including
the impact of the changes to the actuarial determination of employee benefit plan obligations. Pursuant to the Transition Agreements,
Enable has agreed to reimburse CenterPoint Energy for severance and termination costs related to the termination of CenterPoint
Energy’s seconded employees, including any potential benefit-related costs, regardless of whether such seconded employees are
offered employment by Enable.

On the Closing Date, Enable entered into a $1.05 billion three-year senior unsecured term loan facility (the Term Loan) with
third parties and repaid $1.05 billion of affiliated notes payable (Affiliated Notes Payable) owed to CERC. CERC provided a
guarantee of collection of Enable’s obligations under the Term Loan. The guarantee is subordinated to all senior debt of CERC.
Certain of the entities contributed to Enable by CERC are obligated on approximately $363 million of indebtedness owed to CERC
bearing interest at an annual rate of 2.10% to 2.45% and scheduled to mature in 2017. CenterPoint Energy recognized interest
income of $5 million for the period May 1, 2013 to December 31, 2013 on its notes receivable of $363 million due from Enable.

CERC has certain put rights, and Enable has certain call rights, exercisable with respect to the 25.05% interest in SESH
retained by CERC, under which CERC would contribute its retained interest in SESH, in exchange for a specified number of
limited partnership units in Enable and a cash payment, payable either from CERC to Enable or from Enable to CERC, for changes
in the value of SESH. CERC can exercise its first put right in May 2014 pursuant to which CERC would contribute an additional
24.95% interest in SESH to Enable.

For the period May 1, 2013 to December 31, 2013, CenterPoint Energy incurred natural gas expenses, including transportation
and storage costs, of $123 million for transactions with Enable. CenterPoint Energy had accounts payable to Enable of $22 million
at December 31, 2013 from such transactions.

As of December 31, 2013, CenterPoint Energy held an approximate 58.3% limited partner interest in Enable and a 25.05%

interest in SESH.

Investment in Unconsolidated Affiliates:

Enable ..............................................
SESH (1) ...........................................
Other ................................................
Total...............................................

Year Ended December 31,

2013

2012

(in millions)

4,319

199

—

4,518

—

404

405

(1) On May 1, 2013, CERC contributed a 24.95% interest in SESH to Enable, leaving CERC with a 25.05% interest in SESH.

101

Equity in Earnings of Unconsolidated Affiliates, net:

Year Ended December 31,

2013

2012

(in millions)

2011

Enable................................................
SESH (1).............................................
Waskom (2).........................................
Total...............................................

173

—

188

— $

—

(1) On May 1, 2013, CERC contributed a 24.95% interest in SESH to Enable, leaving CERC with a 25.05% interest in SESH.

(2) On July 31, 2012, Waskom became a wholly owned subsidiary of CenterPoint Energy. Beginning on August 1, 2012,
Waskom’s operating results are consolidated on the Statements of Consolidated Income. On May 1, 2013, CenterPoint
Energy contributed Waskom to Enable.

Summarized income information for Enable from formation on May 1, 2013 through December 31, 2013 is as follows (in

millions):

Operating revenues .....................................................................................
Cost of sales, excluding depreciation and amortization .............................
Operating income........................................................................................
Net income attributable to Enable ..............................................................

CenterPoint Energy’s approximate 58.3% interest.....................................
Basis difference accretion gain...................................................................
CenterPoint Energy’s approximate 58.3% interest, net..............................

2,123

1,241

322

289

168

173

Summarized balance sheet information for Enable as of December 31, 2013 is as follows (in millions):

Current assets..............................................................
Non-current assets ......................................................
Current liabilities ........................................................
Non-current liabilities.................................................
Noncontrolling interest ...............................................
Enable Partners’ Capital .............................................

549

10,683

720

2,331

8,148

CenterPoint Energy’s approximate 58.3% interest.....
CenterPoint Energy’s basis difference........................
CenterPoint Energy’s investment in Enable ...............

4,753
(434)
4,319

102

Summarized basis difference information for Enable is as follows (in millions):

Basis difference attributable to goodwill as of May 1, 2013 (1) .................
Basis difference to be accreted over 30 years as of May 1, 2013................
Total basis difference as of May 1, 2013.....................................................

Accumulated accretion of basis difference as of December 31, 2013.........
CenterPoint Energy’s basis difference in Enable as of December 31,
2013 .............................................................................................................

229

210

439

(5)
434

(1) This difference related to CenterPoint Energy’s proportionate share of Enable’s goodwill arising from its acquisition of

Enogex, and therefore will not be recognized by CenterPoint Energy.

Enable concluded that the formation of Enable is considered a business combination, and CenterPoint Midstream is the acquirer
for accounting purposes. Under this method, the fair value of the consideration paid by CenterPoint Midstream for Enogex is
allocated to the assets acquired and liabilities assumed on the Closing Date based on their fair value. Enogex’s assets, liabilities
and equity were accordingly adjusted to estimated fair value as of May 1, 2013. Determining the fair value of assets and liabilities
is judgmental in nature and often involves the use of significant estimates and assumptions. Enable used appraisers to assist in
the determination of the estimated fair value of certain assets and liabilities contributed by Enogex.

Cash distributions received from Enable and SESH were approximately $106 million and $23 million, respectively, during

the year ended December 31, 2013.

(10)

Indexed Debt Securities (ZENS) and Time Warner Securities

(a) Investment in Time Warner Securities

In 1995, CenterPoint Energy sold a cable television subsidiary to Time Warner, Inc. (TW) and received TW securities as
partial consideration. A subsidiary of CenterPoint Energy now holds 7.1 million shares of TW common stock (TW Common),
1.8 million shares of Time Warner Cable Inc. (TWC) common stock (TWC Common) and 0.6 million shares of AOL, Inc. (AOL)
common stock (AOL Common) (together with the TW Common and TWC Common, the TW Securities) which are classified as
trading securities and are expected to be held to facilitate CenterPoint Energy’s ability to meet its obligation under the ZENS.
Unrealized gains and losses resulting from changes in the market value of the TW Securities are recorded in CenterPoint Energy’s
Statements of Consolidated Income.

(b) ZENS

In September 1999, CenterPoint Energy issued ZENS having an original principal amount of $1 billion of which $828 million
remain outstanding at December 31, 2013. Each ZENS note was originally exchangeable at the holder’s option at any time for an
amount of cash equal to 95% of the market value of the reference shares of TW Common attributable to such note. The number
and identity of the reference shares attributable to each ZENS note are adjusted for certain corporate events. As of December 31,
2013, the reference shares for each ZENS note consisted of 0.5 share of TW Common, 0.125505 share of TWC Common and
0.045455 share of AOL Common. On February 13, 2014, TWC announced that it had agreed to merge with Comcast Corporation
(Comcast). In the merger, each share of TWC Common would be exchanged for 2.875 shares of Comcast common stock (Comcast
Common). Upon the closing of the merger (assuming no change in the merger consideration), the reference shares for each ZENS
note would include 0.360827 share of Comcast Common in place of the current 0.125505 share of TWC Common. CenterPoint
Energy pays interest on the ZENS at an annual rate of 2% plus the amount of any quarterly cash dividends paid in respect of the
reference shares attributable to the ZENS. The principal amount of ZENS is subject to being increased or decreased to the extent
that the annual yield from interest and cash dividends on the reference shares is less than or more than 2.309%. The adjusted
principal amount is defined in the ZENS instrument as “contingent principal.” At December 31, 2013, ZENS having an original
principal amount of $828 million and a contingent principal amount of $763 million were outstanding and were exchangeable, at
the option of the holders, for cash equal to 95% of the market value of reference shares deemed to be attributable to the ZENS.
At December 31, 2013, the market value of such shares was approximately $767 million, which would provide an exchange
amount of $880 for each $1,000 original principal amount of ZENS. At maturity of the ZENS in 2029, CenterPoint Energy will
be obligated to pay in cash the higher of the contingent principal amount of the ZENS or an amount based on the then-current
market value of the reference shares, which will include any additional publicly-traded securities distributed with respect to the
current reference shares prior to maturity.

103

The ZENS obligation is bifurcated into a debt component and a derivative component (the holder’s option to receive the
appreciated value of the reference shares at maturity). The bifurcated debt component accretes through interest charges at 17.3%
annually up to the contingent principal amount of the ZENS in 2029. Such accretion will be reduced by annual cash interest
payments, as described above. The derivative component is recorded at fair value and changes in the fair value of the derivative
component are recorded in CenterPoint Energy’s Statements of Consolidated Income. Changes in the fair value of the TW Securities
held by CenterPoint Energy are expected to substantially offset changes in the fair value of the derivative component of the ZENS.

The following table sets forth summarized financial information regarding CenterPoint Energy’s investment in TW Securities

and each component of CenterPoint Energy’s ZENS obligation (in millions).

Balance at December 31, 2010 ....................................................................... $
Accretion of debt component of ZENS ........................................................
2% interest paid ............................................................................................
Gain on indexed debt securities....................................................................
Gain on TW Securities..................................................................................
Balance at December 31, 2011........................................................................
Accretion of debt component of ZENS ........................................................
2% interest paid ............................................................................................
Loss on indexed debt securities ....................................................................
Gain on TW Securities..................................................................................
Balance at December 31, 2012 .......................................................................
Accretion of debt component of ZENS ........................................................
2% interest paid ............................................................................................
Sale of TW securities....................................................................................
Redemption of indexed debt securities.........................................................
Loss on indexed debt securities ....................................................................
Gain on TW Securities..................................................................................
Balance at December 31, 2013 ....................................................................... $

TW
Securities

Debt
Component
of ZENS

Derivative
Component
of ZENS

367

126

—

386

—
—

—

154

540

—

—
(9)
—

—

236

767

22
(17)
—

—

131

24
(17)
—

—

138

24
(17)
—
(2)
—

—

143

232

—

—
(35)
—

197

—
—

—

268

—

—
(6)
193

—

455

(11)

Equity

Capital Stock

CenterPoint Energy has 1,020,000,000 authorized shares of capital stock, comprised of 1,000,000,000 shares of $0.01 par

value common stock and 20,000,000 shares of $0.01 par value cumulative preferred stock.

Dividends Declared

CenterPoint Energy declared dividends per share of $0.83, $0.81 and $0.79, respectively, during the years ended December

31, 2013, 2012 and 2011.

104

(12)

Short-term Borrowings and Long-term Debt

December 31,
2013

December 31,
2012

Long-Term

Current(1)

Long-Term

Current(1)

(in millions)

Short-term borrowings:

Inventory financing ........................................................... $
Total short-term borrowings ......................................

— $

—

— $

—

Long-term debt:

CenterPoint Energy:

ZENS(2) ............................................................................
Senior notes 5.95% to 6.85% due 2015 to 2018 ...............
Pollution control bonds 4.00% due 2015(3) .....................
Pollution control bonds 4.90% to 5.125% due 2015 to
2028(4) ..............................................................................

CenterPoint Houston:

First mortgage bonds 9.15% due 2021..............................
General mortgage bonds 2.25% to 6.95% due 2022 to
2042...................................................................................
Pollution control bonds 4.250% to 5.60% due 2017 to
2027(5) ..............................................................................
System restoration bonds 1.833% to 4.243% due 2014 to
2022...................................................................................
Transition bonds 0.90% to 5.302% due 2014 to 2024 ......

CERC Corp.:

Senior notes 4.50% to 6.625% due 2016 to 2041 .............
Commercial paper (6) .......................................................
Other ....................................................................................
Unamortized discount and premium, net.............................
Total long-term debt...................................................

—

750

—

187

102

1,312

183

463

2,583

2,168

118

1
(50)
7,817

Total debt............................................................... $

7,817

(1) Includes amounts due or exchangeable within one year of the date noted.

143

—

307

—

497

540

—

750

151

187

102

1,312

183

510

2,890

2,328

—

1
(57)
8,357

8,357

138

—

450

—

401

365

—

1,400

1,438

(2) CenterPoint Energy’s ZENS obligation is bifurcated into a debt component and an embedded derivative component. For
additional information regarding ZENS, see Note 10(b). As ZENS are exchangeable for cash at any time at the option of
the holders, these notes are classified as a current portion of long-term debt.

(3) These series of debt are secured by first mortgage bonds of CenterPoint Houston.

(4) $118 million of these series of debt were secured by general mortgage bonds of CenterPoint Houston at both December 31,

2013 and 2012.

(5) These series of debt are secured by general mortgage bonds of CenterPoint Houston.

(6) Classified as long-term debt because the termination date of the facility that backstops the commercial paper is more than

one year from the date noted.

105

(a) Short-term Borrowings

Inventory Financing. Gas Operations has asset management agreements associated with its utility distribution service in
Arkansas, north Louisiana and Oklahoma that extend through 2015. Pursuant to the provisions of the agreements, Gas Operations
sells natural gas and agrees to repurchase an equivalent amount of natural gas during the winter heating seasons at the same cost,
plus a financing charge. These transactions are accounted for as a financing and they had an associated principal obligation of $43
million and $38 million as of December 31, 2013 and 2012, respectively.

(b) Long-term Debt

Debt Repayments. In March 2013, CenterPoint Energy Houston Electric, LLC (CenterPoint Houston) retired $450 million

aggregate principal amount of its 5.70% general mortgage bonds at their maturity.

In April 2013, CERC Corp. retired approximately $365 million aggregate principal amount of its 7.875% senior notes at their
maturity. The retirement of senior notes was financed by CERC Corp. with the issuance of commercial paper. In May 2013, CERC
Corp. applied proceeds from Enable’s May 1, 2013 debt repayment of $1.05 billion to the repayment of $357 million aggregate
principal amount of its commercial paper and to the May 31, 2013 redemption of $160 million aggregate principal amount of its
5.95% senior notes due January 15, 2014 at 103.419% of their aggregate principal amount.

On August 1, 2013, approximately $92 million aggregate principal amount of pollution control bonds issued on CenterPoint
Energy’s behalf were redeemed at 101% of their aggregate principal amount. These bonds had an interest rate of 4%, a maturity
date of August 1, 2015 and were collateralized by first mortgage bonds of CenterPoint Houston.

On October 15, 2013, approximately $59 million aggregate principal amount of pollution control bonds issued on CenterPoint
Energy’s behalf were redeemed at 101% of their aggregate principal amount. These bonds had an interest rate of 4%, a maturity
date of October 15, 2015 and were collateralized by first mortgage bonds of CenterPoint Houston.

In February 2014, notice was given that approximately $56 million aggregate principal amount of pollution control bonds
issued on behalf of CenterPoint Houston must be tendered for purchase by CenterPoint Houston on March 3, 2014 at 101% of
their principal amount plus accrued interest pursuant to the mandatory tender provisions of the bonds. The bonds have an interest
rate of 5.60%, mature in 2027 and are collateralized by general mortgage bonds of CenterPoint Houston. The purchased pollution
control bonds may be remarketed.

Transition and System Restoration Bonds. As of December 31, 2013, CenterPoint Houston had four special purpose
subsidiaries consisting of transition and system restoration bond companies, which it consolidates. The consolidated special purpose
subsidiaries are wholly owned bankruptcy remote entities that were formed solely for the purpose of purchasing and owning
transition or system restoration property through the issuance of transition bonds or system restoration bonds and activities incidental
thereto. These transition bonds and system restoration bonds are payable only through the imposition and collection of “transition”
or “system restoration” charges, as defined in the Texas Public Utility Regulatory Act, which are irrevocable, non-bypassable
charges payable by most of CenterPoint Houston’s retail electric customers in order to provide recovery of authorized qualified
costs. CenterPoint Houston has no payment obligations in respect of the transition and system restoration bonds other than to
remit the applicable transition or system restoration charges it collects. Each special purpose entity is the sole owner of the right
to impose, collect and receive the applicable transition or system restoration charges securing the bonds issued by that entity.
Creditors of CenterPoint Energy or CenterPoint Houston have no recourse to any assets or revenues of the transition and system
restoration bond companies (including the transition and system restoration charges), and the holders of transition bonds or system
restoration bonds have no recourse to the assets or revenues of CenterPoint Energy or CenterPoint Houston.

106

Credit Facilities. As of December 31, 2013 and 2012, CenterPoint Energy, CenterPoint Houston and CERC Corp. had the

following revolving credit facilities and utilization of such facilities (in millions):

December 31, 2013

December 31, 2012

Size of
Facility

Loans

Letters
of Credit

Commercial
Paper

Size of
Facility

Loans

Letters
of Credit

Commercial
Paper

CenterPoint Energy..... $
CenterPoint Houston...
CERC Corp.................

1,200

— $

300

600

—

Total ....................... $

2,100

— $

—

— $

1,200

— $

—

118

300

950

—

2,450

— $

—

CenterPoint Energy’s $1.2 billion revolving credit facility, which is scheduled to terminate on September 9, 2018, can be
drawn at the London Interbank Offered Rate (LIBOR) plus 125 basis points based on CenterPoint Energy’s current credit ratings.
The revolving credit facility contains a financial covenant which limits CenterPoint Energy’s consolidated debt (excluding transition
and system restoration bonds) to an amount not to exceed 65% of CenterPoint Energy’s consolidated capitalization. The financial
covenant limit will temporarily increase from 65% to 70% if CenterPoint Houston experiences damage from a natural disaster in
its service territory and CenterPoint Energy certifies to the administrative agent that CenterPoint Houston has incurred system
restoration costs reasonably likely to exceed $100 million in a consecutive twelve-month period, all or part of which CenterPoint
Houston 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.

CenterPoint Houston’s $300 million revolving credit facility, which is scheduled to terminate on September 9, 2018, can be
drawn at LIBOR plus 112.5 basis points based on CenterPoint Houston’s current credit ratings. The revolving credit facility
contains a financial covenant which limits CenterPoint Houston’s consolidated debt (excluding transition and system restoration
bonds) to an amount not to exceed 65% of CenterPoint Houston’s consolidated capitalization.

CERC Corp.’s $600 million revolving credit facility, which is scheduled to terminate on September 9, 2018, can be drawn at
LIBOR plus 150 basis points based on CERC Corp.’s current credit ratings. The revolving credit facility contains a financial
covenant which limits CERC’s consolidated debt to an amount not to exceed 65% of CERC’s consolidated capitalization.

CenterPoint Energy, CenterPoint Houston and CERC Corp. were in compliance with all financial debt covenants as of

December 31, 2013.

Maturities. CenterPoint Energy’s maturities of long-term debt, capital leases and sinking fund requirements, excluding the
ZENS obligation, are $354 million in 2014, $640 million in 2015, $716 million in 2016, $1.0 billion in 2017 and $1.2 billion in
2018. These maturities include transition and system restoration bond principal repayments on scheduled payment dates
aggregating $354 million in 2014, $372 million in 2015, $391 million in 2016, $411 million in 2017 and $434 million in 2018.

Liens. As of December 31, 2013, CenterPoint Houston’s assets were subject to liens securing approximately $102 million of
first mortgage bonds. Sinking or improvement fund and replacement fund requirements on the first mortgage bonds may be satisfied
by certification of property additions. Sinking fund and replacement fund requirements for 2013, 2012 and 2011 have been satisfied
by certification of property additions. The replacement fund requirement to be satisfied in 2014 is approximately $198 million,
and the sinking fund requirement to be satisfied in 2014 is approximately $1.6 million. CenterPoint Energy expects CenterPoint
Houston to meet these 2014 obligations by certification of property additions. As of December 31, 2013, CenterPoint Houston’s
assets were also subject to liens securing approximately $1.9 billion of general mortgage bonds which are junior to the liens of
the first mortgage bonds.

107

(13)

Income Taxes

The components of CenterPoint Energy’s income tax expense were as follows:

Current income tax expense (benefit):

Federal .......................................................................................................... $
State ..............................................................................................................
Total current expense (benefit) ................................................................

Deferred income tax expense (benefit):

Federal ..........................................................................................................
State ..............................................................................................................
Total deferred expense.............................................................................
Total income tax expense................................................................................ $

Year Ended December 31,

2013

2012

(in millions)

2011

91
23
114

370
(14)
356
470

— $
12
12

280
48
328
340

(63)
24
(39)

432
11
443
404

A reconciliation of the expected federal income tax expense using the federal statutory income tax rate to the actual income

tax expense and resulting effective income tax rate is as follows:

Income before income taxes and extraordinary item ...................................... $
Federal statutory income tax rate ....................................................................
Expected federal income tax expense .............................................................
Increase (decrease) in tax expense resulting from:

State income tax expense, net of federal income tax....................................
Amortization of investment tax credit ..........................................................
Tax effect related to the formation of Enable...............................................
Increase (decrease) in settled and uncertain income tax positions ...............
Goodwill impairment....................................................................................
Other, net ......................................................................................................
Total .........................................................................................................
Total income tax expense................................................................................ $
Effective tax rate .............................................................................................

Year Ended December 31,

2013

2012

(in millions)

2011

781

757

1,174

35.0%

273

35.0%

265

—

196
(9)
—
(11)
197

39
(2)
—
(33)
88
(17)
75

470
60.2%

340
44.9%

35.0%

411

22
(6)
—
(5)
—
(18)
(7)
404
34.4%

CenterPoint Energy recorded a deferred tax expense of $225 million at formation of Enable related to the book-to-tax basis
difference for contributed non-tax deductible goodwill and recognized a tax benefit of $29 million associated with the
remeasurement of state deferred taxes at formation. In addition, CenterPoint Energy recognized a tax benefit of $8 million based
on the settlement with the Internal Revenue Service (IRS) of outstanding tax claims for the 2002 and 2003 audit cycles.

CenterPoint Energy recorded a non-tax deductible impairment of goodwill of $252 million in September 2012. CenterPoint
Energy recorded a net decrease in income tax expense of $28 million in 2012 related to the release of certain income tax reserves
due to its settlements with the IRS.

CenterPoint Energy recorded a $9 million decrease in tax expense in 2011 related to the release of income tax reserves on the
tax normalization issue discussed below, which resulted in a net decrease in tax expense of $5 million for all uncertain tax positions.
CenterPoint Energy recorded a net reduction in state income tax expense of approximately $17 million related to lower blended
state tax rates and a reduction of the deferred tax liability recorded in December 2011.

108

In September 2013, the U.S. Treasury issued final regulations addressing the tax consequences associated with the acquisition,
production and improvement of tangible property. CenterPoint Energy does not expect the adoption of the regulations to have a
material impact on its financial position, results of operations or cash flows.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as

follows:

Deferred tax assets:

Current:

December 31,

2013

2012

(in millions)

Allowance for doubtful accounts......................................................................................... $
Deferred gas costs................................................................................................................
Other ....................................................................................................................................
Total current deferred tax assets........................................................................................

11
7
12
30

Non-current:

Loss and credit carryforwards .............................................................................................
Employee benefits ...............................................................................................................
Other ....................................................................................................................................
Total non-current deferred tax assets before valuation allowance....................................
Valuation allowance.............................................................................................................
Total non-current deferred tax assets, net of valuation allowance....................................
Total deferred tax assets, net of valuation allowance........................................................

Deferred tax liabilities:

Current:

Unrealized gain on indexed debt securities .........................................................................
Unrealized gain on TW securities .......................................................................................
Deferred gas costs................................................................................................................
Total current deferred tax liabilities..................................................................................

Non-current:

51
258
76
385
(2)
383
413

541
97
—
638

Depreciation ........................................................................................................................
Regulatory assets, net ..........................................................................................................
Investment in unconsolidated affiliates ...............................................................................
Other ....................................................................................................................................
Total non-current deferred tax liabilities...........................................................................
Total deferred tax liabilities ..............................................................................................

Accumulated deferred income taxes, net ..................................................................... $

1,908
1,308
1,590
119
4,925
5,563
5,150

10
—
1
11

90
383
64
537
(2)
535
546

439
151
25
615

3,279
1,278
—
131
4,688
5,303
4,757

Tax Attribute Carryforwards and Valuation Allowance. At December 31, 2013, CenterPoint Energy has approximately $387
million of state net operating loss carryforwards which expire in various years between 2015 and 2033. In addition, CenterPoint
Energy has carryforward of approximately $2 million of Oklahoma State Investment Tax Credits which do not expire.

CenterPoint Energy has approximately $244 million of state capital loss carryforwards which expire in 2017 for which
management established a full valuation allowance of $3 million state tax effect ($2 million net of federal tax). The valuation
allowance was established based upon management’s evaluation that loss carryforwards may not be fully realized.

109

Uncertain Income Tax Positions. The following table reconciles the beginning and ending balance of CenterPoint Energy’s

unrecognized tax benefits (expenses):

Balance, beginning of year.............................................................................. $
Tax Positions related to prior years:

Additions.......................................................................................................
Reductions ....................................................................................................

Tax Positions related to current year:

Additions.......................................................................................................
Settlements ......................................................................................................
Lapse of statute of limitations .........................................................................
Balance, end of year........................................................................................ $

2013

December 31,

2012

(in millions)

2011

(23) $

252

—
(1)

—
24
—
— $

—
(75)

—
1
—
(23) $

(1)
(203)

5
(1)
(1)
51

The net decrease in the total amount of unrecognized tax benefits during 2013 is primarily related to CenterPoint Energy’s
IRS settlements related to open claims for tax years 2002 and 2003. During 2013, the IRS completed the examination cycle and
settlement of tax years 2010 and 2011. CenterPoint Energy does not expect the change to the amount of unrecognized tax benefits
over the twelve months ending December 31, 2014 to have a material impact on financial position, results of operations and cash
flows.

CenterPoint Energy has approximately $-0-, $(3) million and $21 million of unrecognized tax benefits (expenses) that, if
recognized, would affect the effective income tax rate for 2013, 2012 and 2011, respectively. CenterPoint Energy recognizes
interest and penalties as a component of income tax expense. CenterPoint Energy recognized approximately $3 million of income
tax benefit, $7 million of income tax benefit and $13 million of income tax expense related to interest on uncertain income tax
positions during 2013, 2012 and 2011, respectively. CenterPoint Energy had approximately $5 million and $8 million of interest
receivable on uncertain income tax positions accrued at December 31, 2013 and 2012, respectively.

Tax Audits and Settlements. CenterPoint Energy’s consolidated federal income tax returns have been audited and settled
through tax year 2011. CenterPoint Energy is currently in the early stages of examination by the IRS for tax year 2012. CenterPoint
Energy has considered the effects of these examinations in its accrual for settled issues and liability for uncertain income tax
positions as of December 31, 2013.

(14)

Commitments and Contingencies

(a) Natural Gas Supply Commitments

Natural gas supply commitments include natural gas contracts related to CenterPoint Energy’s Natural Gas Distribution and
Energy Services business segments, which have various quantity requirements and durations, that are not classified as non-trading
derivative assets and liabilities in CenterPoint Energy’s Consolidated Balance Sheets as of December 31, 2013 and 2012 as these
contracts meet the exception to be classified as “normal purchases contracts” or do not meet the definition of a derivative. Natural
gas supply commitments also include natural gas transportation contracts that do not meet the definition of a derivative. As of
December 31, 2013, minimum payment obligations for natural gas supply commitments are approximately $408 million in 2014,
$391 million in 2015, $310 million in 2016, $250 million in 2017, $244 million in 2018 and $120 million after 2018.

(b) Asset Management Agreements

Gas Operations has asset management agreements (AMAs) associated with its utility distribution service in Arkansas,
Louisiana, Mississippi, Oklahoma and Texas. Generally, these AMAs are contracts between Gas Operations and an asset manager
that are intended to transfer the working capital obligation and maximize the utilization of the assets. In these AMAs, Gas
Operations agreed to release transportation and storage capacity to other parties to manage gas storage, supply and delivery
arrangements for Gas Operations and to use the released capacity for other purposes when it is not needed for Gas Operations.
Gas Operations is compensated by the asset manager through payments made over the life of the AMAs based in part on the results
of the asset optimization. Gas Operations has an obligation to purchase its winter storage requirements that have been released to
the asset manager under these AMAs. The AMAs have varying terms, the longest of which expires in 2016.

110

The following table sets forth information concerning CenterPoint Energy’s obligations under non-cancelable long-term
operating leases at December 31, 2013, which primarily consist of rental agreements for building space, data processing equipment,
compression equipment and rights of way (in millions):

2014 ..................................................................... $
2015 .....................................................................
2016 .....................................................................
2017 .....................................................................
2018 .....................................................................
2019 and beyond..................................................

Total................................................................... $

6
4
4
2
2
3
21

Total lease expense for all operating leases was $21 million, $27 million and $43 million during 2013, 2012 and 2011,

respectively.

(d) Legal, Environmental and Other Regulatory Matters

Legal Matters

Gas Market Manipulation Cases. CenterPoint Energy, CenterPoint Houston or their predecessor, Reliant Energy, Incorporated
(Reliant Energy), and certain of their former subsidiaries have been named as defendants in certain lawsuits described below.
Under a master separation agreement between CenterPoint Energy and a former subsidiary, Reliant Resources, Inc. (RRI),
CenterPoint Energy and its subsidiaries are entitled to be indemnified by RRI and its successors for any losses, including certain
attorneys’ fees and other costs, arising out of these lawsuits. In May 2009, RRI sold its Texas retail business to a subsidiary of
NRG Energy, Inc. (NRG) and RRI changed its name to RRI Energy, Inc. In December 2010, Mirant Corporation merged with and
became a wholly owned subsidiary of RRI, and RRI changed its name to GenOn Energy, Inc. (GenOn). In December 2012, NRG
acquired GenOn through a merger in which GenOn became a wholly owned subsidiary of NRG. None of the sale of the retail
business, the merger with Mirant Corporation, or the acquisition of GenOn by NRG alters RRI’s (now GenOn’s) contractual
obligations to indemnify CenterPoint Energy and its subsidiaries, including CenterPoint Houston, for certain liabilities, including
their indemnification obligations regarding the gas market manipulation litigation, nor does it affect the terms of existing guarantee
arrangements for certain GenOn gas transportation contracts discussed below.

A large number of lawsuits were filed against numerous gas market participants in a number of federal and western state
courts in connection with the operation of the natural gas markets in 2000-2002. CenterPoint Energy’s former affiliate, RRI, was
a participant in gas trading in the California and Western markets. These lawsuits, many of which were filed as class actions, allege
violations of state and federal antitrust laws. Plaintiffs in these lawsuits are seeking a variety of forms of relief, including, among
others, recovery of compensatory damages (in some cases in excess of $1 billion), a trebling of compensatory damages, full
consideration damages and attorneys’ fees. CenterPoint Energy and/or Reliant Energy were named in approximately 30 of these
lawsuits, which were instituted between 2003 and 2009. CenterPoint Energy and its affiliates have since been released or dismissed
from all but one such case. CenterPoint Energy Services, Inc. (CES), a subsidiary of CERC Corp., is a defendant in a case now
pending in federal court in Nevada alleging a conspiracy to inflate Wisconsin natural gas prices in 2000-2002. In July 2011, the
court issued an order dismissing the plaintiffs’ claims against other defendants in the case, each of whom had demonstrated FERC
jurisdictional sales for resale during the relevant period, based on federal preemption. The plaintiffs appealed this ruling to the
United States Court of Appeals for the Ninth Circuit, which reversed the trial court’s dismissal of the plaintiffs’ claims. In August
2013, the other defendants filed a petition for review with the U.S. Supreme Court. CenterPoint Energy believes that CES is not
a proper defendant in this case and will continue to pursue a dismissal. CenterPoint Energy does not expect the ultimate outcome
of this matter to have a material impact on its financial condition, results of operations or cash flows.

Environmental Matters

As of December 31, 2013, CERC had recorded a liability of $14 million for remediation of these Minnesota sites. The
estimated range of possible remediation costs for the sites for which CERC believes it may have responsibility was $6 million to
111

$41 million based on remediation continuing for 30 to 50 years. The cost estimates are based on studies of a site or industry average
costs for remediation of sites of similar size. The actual remediation costs will be dependent upon the number of sites to be
remediated, the participation of other potentially responsible parties (PRPs), if any, and the remediation methods used. The
Minnesota Public Utilities Commission includes approximately $285,000 annually in rates to fund normal ongoing remediation
costs. As of December 31, 2013, CERC had collected $6.3 million from insurance companies to be used for future environmental
remediation.

In addition to the Minnesota sites, the United States Environmental Protection Agency and other regulators have investigated
MGP sites that were owned or operated by CERC or may have been owned by one of its former affiliates. CERC and CenterPoint
Energy do not expect the ultimate outcome of these investigations will have a material adverse impact on the financial condition,
results of operations or cash flows of either CenterPoint Energy or CERC.

Asbestos. Some facilities owned by CenterPoint Energy contain or have contained asbestos insulation and other asbestos-
containing materials. CenterPoint Energy or its subsidiaries have been named, along with numerous others, as a defendant in
lawsuits filed by a number of individuals who claim injury due to exposure to asbestos. Some of the claimants have worked at
locations owned by subsidiaries of CenterPoint Energy, but most existing claims relate to facilities previously owned by CenterPoint
Energy’s subsidiaries. CenterPoint Energy anticipates that additional claims like those received may be asserted in the future. In
2004 and early 2005, CenterPoint Energy sold its generating business, to which most of these claims relate, to a company which
is now an affiliate of NRG. Under the terms of the arrangements regarding separation of the generating business from CenterPoint
Energy and its sale of that business, ultimate financial responsibility for uninsured losses from claims relating to the generating
business has been assumed by the NRG affiliate, but CenterPoint Energy has agreed to continue to defend such claims to the extent
they are covered by insurance maintained by CenterPoint Energy, subject to reimbursement of the costs of such defense by the
NRG affiliate. Although their ultimate outcome cannot be predicted at this time, CenterPoint Energy intends to continue vigorously
contesting claims that it does not consider to have merit and, based on its experience to date, does not expect these matters, either
individually or in the aggregate, to have a material adverse effect on CenterPoint Energy’s financial condition, results of operations
or cash flows.

Other Environmental. From time to time CenterPoint Energy identifies the presence of environmental contaminants on property
where its subsidiaries conduct or have conducted operations. Other such sites involving contaminants may be identified in the
future. CenterPoint Energy has and expects to continue to remediate identified sites consistent with its legal obligations. From
time to time CenterPoint Energy has received notices from regulatory authorities or others regarding its status as a PRP in connection
with sites found to require remediation due to the presence of environmental contaminants. In addition, CenterPoint Energy has
been named from time to time as a defendant in litigation related to such sites. Although the ultimate outcome of such matters
cannot be predicted at this time, CenterPoint Energy does not expect, based on its experience to date, these matters, either
individually or in the aggregate, to have a material adverse effect on CenterPoint Energy’s financial condition, results of operations
or cash flows.

Other Proceedings

CenterPoint Energy is involved in other legal, environmental, tax and regulatory proceedings before various courts, regulatory
commissions and governmental agencies regarding matters arising in the ordinary course of business. From time to time,
CenterPoint Energy is also a defendant in legal proceedings with respect to claims brought by various plaintiffs against broad
groups of participants in the energy industry. Some of these proceedings involve substantial amounts. CenterPoint Energy regularly
analyzes current information and, as necessary, provides accruals for probable liabilities on the eventual disposition of these
matters. CenterPoint Energy does not expect the disposition of these matters to have a material adverse effect on CenterPoint
Energy’s financial condition, results of operations or cash flows.

(e) Guarantees

Prior to the distribution of CenterPoint Energy’s ownership in RRI to its shareholders, CERC had guaranteed certain contractual
obligations of what became RRI’s trading subsidiary. When the companies separated, RRI agreed to secure CERC against
obligations under the guarantees RRI had been unable to extinguish by the time of separation. Pursuant to such agreement, as
amended in December 2007, RRI (now GenOn) agreed to provide to CERC cash or letters of credit as security against CERC’s
obligations under its remaining guarantees for demand charges under certain gas transportation agreements if and to the extent
changes in market conditions expose CERC to a risk of loss on those guarantees based on an annual calculation, with any required
collateral to be posted each December. The undiscounted maximum potential payout of the demand charges under these
transportation contracts, which will be in effect until 2018, was approximately $58 million as of December 31, 2013. Based on
market conditions in the fourth quarter of 2013 at the time the most recent annual calculation was made under the agreement,

112

GenOn was not obligated to post any security. If GenOn should fail to perform the contractual obligations, CERC could have to
honor its guarantee and, in such event, any collateral then provided as security may be insufficient to satisfy CERC’s obligations.

CenterPoint Energy, Inc. has provided guarantees (CenterPoint Midstream Guarantees) with respect to the performance of
certain obligations of Enable under long-term gas gathering and treating agreements with an indirect wholly owned subsidiary of
Encana Corporation and an indirect wholly owned subsidiary of Royal Dutch Shell plc. As of December 31, 2013, CenterPoint
Energy, Inc. had guaranteed Enable’s obligations up to an aggregate amount of $100 million under these agreements. Under the
terms of the omnibus agreement entered into in connection with the closing of the formation of Enable, Enable and CenterPoint
Energy, Inc. have agreed to use commercially reasonable efforts and cooperate with each other to terminate the CenterPoint
Midstream Guarantees and to release CenterPoint Energy, Inc. from such guarantees by causing Enable or one of its subsidiaries
to enter into substitute guarantees or to assume the CenterPoint Midstream Guarantees as applicable. CERC Corp. has also provided
a guarantee of collection of Enable’s obligations under its $1.05 billion three-year unsecured term loan facility, which guarantee
is subordinated to all senior debt of CERC Corp.

As of December 31, 2013, no amounts have been recorded related to the guarantees described above in the Consolidated

Balance Sheets.

(15)

Earnings Per Share

The following table reconciles numerators and denominators of CenterPoint Energy’s basic and diluted earnings per share

calculations:

For the Year Ended December 31,

2013

2012

2011

(in millions, except per share and share amounts)

Income before extraordinary item................................................. $
Extraordinary item, net of tax .......................................................
Net income .................................................................................... $

311

—

311

417

—

417

770

587

1,357

Basic weighted average shares outstanding..............................
Plus: Incremental shares from assumed conversions:

Stock options..........................................................................
Restricted stock...........................................................................
Diluted weighted average shares................................................

428,466,000

427,189,000

425,636,000

41,000

2,423,000

152,000

2,453,000

347,000

2,741,000

430,930,000

429,794,000

428,724,000

Basic earnings per share:

Income before extraordinary item .............................................. $
Extraordinary item, net of tax.....................................................
Net income.................................................................................. $

Diluted earnings per share:

0.73

—
0.73

0.72

—

0.72

0.98

—
0.98

0.97

—

0.97

1.81

1.38
3.19

1.80

1.37

3.17

113

(16)

Unaudited Quarterly Information

Summarized quarterly financial data is as follows:

Year Ended December 31, 2013

First
Quarter

Second
Quarter (2)

Third
Quarter

Fourth
Quarter

Revenues.............................................................................. $
Operating income ................................................................
Net income (loss).................................................................

2,388
332
147

(in millions, except per share amounts)
1,640
$
244
151

1,894
223
(100)

Basic earnings (loss) per share(1)........................................ $

Diluted earnings (loss) per share(1) .................................... $

0.34

(0.23) $

0.35

First
Quarter

Year Ended December 31, 2012

Second
Quarter

Third
Quarter (3)

Revenues.............................................................................. $
Operating income ................................................................
Net income...........................................................................

2,084
338
147

(in millions, except per share amounts)
1,705
$
88
10

1,525
302
126

Basic earnings per share(1) ................................................. $

Diluted earnings per share(1) .............................................. $

0.34

0.29

0.02

2,184
211
113

0.26

Fourth
Quarter

2,138
310
134

0.31

(1) Quarterly earnings per common share are based on the weighted average number of shares outstanding during the quarter,

and the sum of the quarters may not equal annual earnings per common share.

(2) Effective May 1, 2013, CenterPoint Energy contributed CenterPoint Midstream to Enable. See Note 2(b) and Note 9 for

further discussion on the formation of Enable and CenterPoint Energy’s investment in Enable, respectively.

(3) See Note 2(b) and Note (4) for further discussion on the acquisition of additional interest in Waskom and the goodwill

impairment charge, respectively.

(17)

Reportable Business Segments

CenterPoint Energy’s determination of reportable business segments considers the strategic operating units under which
CenterPoint Energy manages sales, allocates resources and assesses performance of various products and services to wholesale
or retail customers in differing regulatory environments. The accounting policies of the business segments are the same as those
described in the summary of significant accounting policies except that some executive benefit costs have not been allocated to
business segments. CenterPoint Energy uses operating income as the measure of profit or loss for its business segments.

CenterPoint Energy’s reportable business segments include the following: Electric Transmission & Distribution, Natural Gas
Distribution, Energy Services, Midstream Investments and Other Operations. The electric transmission and distribution function
(CenterPoint Houston) is reported in the Electric Transmission & Distribution business segment. Natural Gas Distribution consists
of intrastate natural gas sales to, and natural gas transportation and distribution for, residential, commercial, industrial and
institutional customers. Energy Services represents CenterPoint Energy’s non-rate regulated gas sales and services operations.
Midstream Investments consists primarily of CenterPoint Energy’s investment in Enable and its retained interest in SESH. Other
Operations consists primarily of other corporate operations which support all of CenterPoint Energy’s business operations.

Prior to May 1, 2013, CenterPoint Energy also reported an Interstate Pipelines business segment, which included CenterPoint
Energy’s interstate natural gas pipeline operations, and a Field Services business segment, which included CenterPoint Energy’s
non-rate regulated natural gas gathering, processing and treating operations. As previously disclosed, the formation of Enable

114

closed on May 1, 2013. Enable now owns substantially all of CenterPoint Energy’s former Interstate Pipelines and Field Services
business segments, except for the retained interest in SESH. As a result, effective May 1, 2013, CenterPoint Energy reports equity
earnings associated with its interest in Enable and equity earnings associated with its retained interest in SESH under a new
Midstream Investments segment, and no longer has Interstate Pipelines and Field Services reporting segments prospectively. See
Note 9 for further discussion on Enable formation.

Long-lived assets include net property, plant and equipment, goodwill and other intangibles and equity investments in

unconsolidated subsidiaries. Intersegment sales are eliminated in consolidation.

Financial data for business segments and products and services are as follows (in millions):

Revenues
from
External
Customers

Intersegment
Revenues

Depreciation
and
Amortization

Operating
Income (Loss)

Total
Assets

Expenditures
for Long-
Lived
Assets

As of and for the year ended
December 31, 2013:

Electric Transmission & Distribution .. $

Natural Gas Distribution ......................

Energy Services ...................................

Interstate Pipelines (2) (4)....................

Field Services (3) (4) ...........................

Midstream Investments (5) ..................

Other ....................................................

Reconciling Eliminations.....................

Consolidated ........................................ $

As of and for the year ended
December 31, 2012:

Electric Transmission & Distribution .. $

Natural Gas Distribution ......................

Energy Services ...................................

Interstate Pipelines (2) .........................

Field Services (3) .................................

Other ....................................................

Reconciling Eliminations.....................

Consolidated ........................................ $

As of and for the year ended
December 31, 2011:

Electric Transmission & Distribution .. $

Natural Gas Distribution ......................

Energy Services ...................................

Interstate Pipelines (2) .........................

Field Services (3) .................................

Other ....................................................

Reconciling Eliminations.....................

Consolidated ........................................ $

2,570 (1) $
2,837
2,374
133

178

—
14
—
8,106

2,540 (1) $
2,320
1,758
356
467
11
—
7,452

2,337 (1) $
2,823
2,488
421
370
11
—
8,450

—

(124)

—

146

—

(233)

—

132

—

(215)

685

185

—

954

729

173

—

1,050

587

166

—

607

263

—

(18)

—

1,010

639

226

(250)

207

214

—

1,038

623

226

248

189

—

9,605

4,976

895

—

4,518

3,026 (6)

(1,150)

21,870

11,174

4,775

839

4,004

2,453

2,600 (6)

(2,974)

22,871

11,221

4,636

1,089

3,867

1,894

2,318 (6)

(3,322)
21,703

759

430

—

1,272

599

359

132

—

1,188

538

295

201

—

886

1,298

1,191

(1) Sales to affiliates of NRG in 2013, 2012 and 2011 represented approximately $658 million, $648 million and $594 million,
respectively, of CenterPoint Houston’s transmission and distribution revenues. Sales to affiliates of Energy Future
Holdings Corp. in 2013, 2012 and 2011 represented approximately $167 million, $162 million and $182 million,
respectively, of CenterPoint Houston’s transmission and distribution revenues. Sales to affiliates of Just Energy Group,
Inc. in 2013, 2012 and 2011 represented approximately $126 million, $102 million and $81 million, respectively, of
CenterPoint Houston’s transmission and distribution revenues.

(2) Interstate Pipelines recorded equity income of $7 million, $26 million and $21 million in the years ended December 31,
2013, 2012 and 2011, respectively, from its interest in SESH, a jointly-owned pipeline. These amounts are included in
Equity in earnings of unconsolidated affiliates under the Other Income (Expense) caption. Interstate Pipelines’ investment
in SESH was $404 million and $409 million as of December 31, 2012 and 2011 and is included in Investment in
unconsolidated affiliates. As discussed above, effective May 1, 2013, CenterPoint Energy reports equity earnings

115

associated with its interest in Enable and equity earnings associated with its retained interest in SESH under a new
Midstream Investments segment, and no longer has an Interstate Pipelines reporting segment prospectively.

(3) Field Services recorded equity income of $5 million and $9 million for the years ended December 31, 2012 and 2011,
respectively, from its interest in Waskom. These amounts are included in Equity in earnings of unconsolidated affiliates
under the Other Income (Expense) caption. Field Services’ investment in the jointly-owned gas processing plant was
$63 million as of December 31, 2011 and is included in Investment in unconsolidated affiliates. Beginning on August
1, 2012, financial results for Waskom are included in operating income due to the July 31, 2012 purchase of the 50%
interest in Waskom that CenterPoint Energy did not already own. CenterPoint Energy contributed 100% interest in
Waskom to Enable on May 1, 2013. Effective May 1, 2013, CenterPoint Energy reports equity earnings associated with
its interest in Enable under a new Midstream Investments segment, and no longer has a Field Services reporting segment
prospectively.

(4) Results reflected in the year ended December 31, 2013 represent only January 2013 through April 2013.

(5) Midstream Investments reported equity earnings of $173 million from Enable and $8 million of equity earnings from
CenterPoint Energy’s retained interest in SESH for the eight months ended December 31, 2013. Included in total assets
of Midstream Investments as of December 31, 2013 is $4,319 million related to CenterPoint Energy’s investment in
Enable and $199 million related to CenterPoint Energy’s retained interest in SESH.

(6) Included in total assets of Other Operations as of December 31, 2013, 2012 and 2011, are pension and other

postemployment related regulatory assets of $627 million, $832 million and $796 million, respectively.

Revenues by Products and Services:

Year Ended December 31,

2013

2012

2011

Electric delivery.............................................................................................
Retail gas sales ..............................................................................................
Wholesale gas sales .......................................................................................
Gas transportation and processing.................................................................
Energy products and services ........................................................................
Total.............................................................................................................

2,570
4,150
913
345
128
8,106

2,540
3,328
613
847
124
7,452

2,337
4,019
1,149
824
121
8,450

(18)

Subsequent Events

On January 20, 2014, CenterPoint Energy’s board of directors declared a regular quarterly cash dividend of $0.2375 per share

of common stock payable on March 10, 2014, to shareholders of record as of the close of business on February 14, 2014.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls And Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the
participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our principal
executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of
December 31, 2013 to provide assurance that information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms and such information is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

There has been no change in our internal controls over financial reporting that occurred during the three months ended
December 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial
reporting.

116

Management’s Annual Report on Internal Control over Financial Reporting

See report set forth above in Item 8, “Financial Statements and Supplementary Data.”

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

See report set forth above in Item 8, “Financial Statements and Supplementary Data.”

Item 9B. Other Information

None.

Item 10. Directors, Executive Officers and Corporate Governance

PART III

The information called for by Item 10, to the extent not set forth in “Executive Officers” in Item 1, will be set forth in the
definitive proxy statement relating to CenterPoint Energy’s 2014 annual meeting of shareholders pursuant to SEC Regulation 14A.
Such definitive proxy statement relates to a meeting of shareholders involving the election of directors and the portions thereof
called for by Item 10 are incorporated herein by reference pursuant to Instruction G to Form 10-K.

Item 11. Executive Compensation

The information called for by Item 11 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 2014
annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of
shareholders involving the election of directors and the portions thereof called for by Item 11 are incorporated herein by reference
pursuant to Instruction G to Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information called for by Item 12 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 2014
annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of
shareholders involving the election of directors and the portions thereof called for by Item 12 are incorporated herein by reference
pursuant to Instruction G to Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information called for by Item 13 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 2014
annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of
shareholders involving the election of directors and the portions thereof called for by Item 13 are incorporated herein by reference
pursuant to Instruction G to Form 10-K.

Item 14. Principal Accounting Fees and Services

The information called for by Item 14 will be set forth in the definitive proxy statement relating to CenterPoint Energy’s 2014
annual meeting of shareholders pursuant to SEC Regulation 14A. Such definitive proxy statement relates to a meeting of
shareholders involving the election of directors and the portions thereof called for by Item 14 are incorporated herein by reference
pursuant to Instruction G to Form 10-K.

117

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements.

PART IV

Report of Independent Registered Public Accounting Firm.............................................................................................
Statements of Consolidated Income for the Three Years Ended December 31, 2013......................................................
Statements of Consolidated Comprehensive Income for the Three Years Ended December 31, 2013............................
Consolidated Balance Sheets at December 31, 2013 and 2012........................................................................................
Statements of Consolidated Cash Flows for the Three Years Ended December 31, 2013..............................................
Statements of Consolidated Shareholders’ Equity for the Three Years Ended December 31, 2013................................
Notes to Consolidated Financial Statements ....................................................................................................................

The financial statements of Enable Midstream Partners, LP required pursuant to Rule 3-09 of Regulation S-X are included in

this filing as Exhibit 99.5.

(a)(2) Financial Statement Schedules for the Three Years Ended December 31, 2013

Report of Independent Registered Public Accounting Firm...........................................................................................
I — Condensed Financial Information of CenterPoint Energy, Inc. (Parent Company)................................................
II — Valuation and Qualifying Accounts.......................................................................................................................

119
120
125

The following schedules are omitted because of the absence of the conditions under which they are required or because the

required information is included in the financial statements:

III, IV and V.

(a)(3) Exhibits.

See Index of Exhibits in CenterPoint Energy’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with
the Securities and Exchange Commission on February 26, 2014, which can be found on CenterPoint Energy’s website at
www.centerpointenergy.com/investors and at www.sec.gov.

118

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
CenterPoint Energy, Inc.
Houston, Texas

We have audited the consolidated financial statements of CenterPoint Energy, Inc. and subsidiaries (the “Company”) as of
December 31, 2013 and 2012, and for each of the three years in the period ended December 31, 2013, and the Company’s internal
control over financial reporting as of December 31, 2013, and have issued our reports thereon dated February 26, 2014; such
reports are included elsewhere in this Form 10-K. Our audits also included the financial statement schedules of the Company
listed in the index at Item 15 (a)(2). These financial statement schedules are the responsibility of the Company’s management.
Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered
in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information
set forth therein.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas
February 26, 2014

119

CENTERPOINT ENERGY, INC.

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)

STATEMENTS OF INCOME

Expenses:

Operation and Maintenance Expenses ..................................................... $
Total.......................................................................................................

(13) $
(13)

(20) $
(20)

For the Year Ended December 31,

2013

2012

(in millions)

2011

Other Income (Expense):

Interest Income from Subsidiaries ...........................................................
Other Income (Expense) ..........................................................................
Gain (Loss) on Indexed Debt Securities ..................................................
Interest Expense to Subsidiaries ..............................................................
Interest Expense .......................................................................................
Total.......................................................................................................

Loss Before Income Taxes, Equity in Subsidiaries and Extraordinary

Item .............................................................................................................
Income Tax Benefit..................................................................................
Loss Before Equity in Subsidiaries and Extraordinary Item....................
Equity Income of Subsidiaries .................................................................
Income Before Extraordinary Item.............................................................
Extraordinary Item, Net of Tax................................................................
Net Income ..................................................................................................... $

8
(5)
(193)
(24)
(104)
(318)

(331)
137
(194)
505

311

—

6
(71)
(25)
(112)
(192)

(212)
87
(125)
542

417

—

(12)
(12)

—

35
(25)
(123)
(106)

(118)
50
(68)
838

770

587

311

417

1,357

See Notes to Condensed Financial Information (Parent Company) and
CenterPoint Energy, Inc. and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8

120

CENTERPOINT ENERGY, INC.

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)

STATEMENTS OF COMPREHENSIVE INCOME

Net income ...................................................................................................... $
Other comprehensive income (loss):

Adjustment to pension and other postretirement plans (net of tax of $25,

$2 and $7)..................................................................................................

Reclassification of deferred loss from cash flow hedges realized in net

Year Ended December 31,

2013

2012

(in millions)

2011

311

417

1,357

356

(2)

—
(2)
415

(16)

—
(16)
1,341

See Notes to Condensed Financial Information (Parent Company) and
CenterPoint Energy, Inc. and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8

121

CENTERPOINT ENERGY, INC.

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)

BALANCE SHEETS

December 31,

2013

2012

(in millions)

ASSETS
Current Assets:

Cash and cash equivalents........................................................................................................ $
Notes receivable — subsidiaries ..............................................................................................
Accounts receivable — subsidiaries ........................................................................................
Other assets ..............................................................................................................................
Total current assets............................................................................................................

— $
88
116
21
225

Other Assets:

Investment in subsidiaries ........................................................................................................
Notes receivable — subsidiaries ..............................................................................................
Other assets ..............................................................................................................................
Total other assets .................................................................................................................

Total Assets....................................................................................................................... $

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:

Notes payable — subsidiaries .................................................................................................. $
Indexed debt .............................................................................................................................
Indexed debt securities derivative ............................................................................................
Accounts payable:
Subsidiaries .........................................................................................................................
Other ....................................................................................................................................
Taxes accrued ...........................................................................................................................
Interest accrued ........................................................................................................................
Other.........................................................................................................................................
Total current liabilities.........................................................................................................

Other Liabilities:

Accumulated deferred tax liabilities ........................................................................................
Benefit obligations ...................................................................................................................
Notes payable — subsidiaries ..................................................................................................
Total non-current liabilities .................................................................................................
Long-Term Debt........................................................................................................................
Shareholders’ Equity:

Common stock..........................................................................................................................
Additional paid-in capital.........................................................................................................
Retained earnings .....................................................................................................................
Accumulated other comprehensive loss ...................................................................................
Total shareholders’ equity....................................................................................................

Total Liabilities and Shareholders’ Equity................................................................... $

6,142
—
649
6,791
7,016

11
143
455

35
5
517
13
—
1,179

232
340
—
572
936

4
4,157
258
(90)
4,329
7,016

—
805
136
50
991

6,387
151
856
7,394
8,385

434
138
268

73
—
497
15
1
1,426

214
608
750
1,572
1,086

4
4,130
302
(135)
4,301
8,385

See Notes to Condensed Financial Information (Parent Company) and
CenterPoint Energy, Inc. and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8

122

CENTERPOINT ENERGY, INC.

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF
CENTERPOINT ENERGY, INC. (PARENT COMPANY)

STATEMENTS OF CASH FLOWS

Operating Activities:

Net income.................................................................................................... $
Non-cash items included in net income:

311

417

1,357

For the Year Ended December 31,

2013

2012

(in millions)

2011

Equity income of subsidiaries ...............................................................
Deferred income tax expense ................................................................
Amortization of debt issuance costs ......................................................
Extraordinary item, net of tax................................................................
Loss (gain) on indexed debt securities ..................................................
Changes in working capital:

Accounts receivable/(payable) from subsidiaries, net ......................
Accounts payable..............................................................................
Other current assets...........................................................................
Other current liabilities .....................................................................
Common stock dividends received from subsidiaries ..................................
Other .............................................................................................................
Net cash provided by operating activities .................................

Investing Activities:

Decrease (increase) in notes receivable from subsidiaries ...........................
Net cash provided by (used in) investing activities...................

Financing Activities:

Payments on long-term debt .........................................................................
Debt issuance costs .......................................................................................
Common stock dividends paid......................................................................
Proceeds from issuance of common stock, net.............................................
Increase (decrease) in notes payable to subsidiaries.....................................
Redemption of indexed debt securities.........................................................
Other .............................................................................................................
Net cash used in financing activities .........................................
Net Decrease in Cash and Cash Equivalents ..............................................
Cash and Cash Equivalents at Beginning of Year......................................
Cash and Cash Equivalents at End of Year................................................ $

(505)
6
4
—
193

47
5
—
42
766
(70)
799

868
868

(151)
(2)
(355)
4
(1,173)
(8)
18
(1,667)
—
—
— $

(542)
113
4
—
71

39
—
26
(63)
1,700
(72)
1,693

(398)
(398)

(375)
—
(346)
4
(578)
—
—
(1,295)
—
—
— $

(838)
149
5
(587)
(35)

73
(1)
1
50
10
(62)
122

123
123

(19)
(7)
(337)
6
112
—
—
(245)
—
—
—

See Notes to Condensed Financial Information (Parent Company) and
CenterPoint Energy, Inc. and Subsidiaries Notes to Consolidated Financial Statements in Part II, Item 8

123

CENTERPOINT ENERGY, INC.
SCHEDULE I — NOTES TO CONDENSED FINANCIAL INFORMATION (PARENT COMPANY)

(1) Background. The condensed parent company financial statements and notes of CenterPoint Energy, Inc. (CenterPoint
Energy) should be read in conjunction with the consolidated financial statements and notes of CenterPoint Energy, Inc. and
subsidiaries appearing in the Annual Report on Form 10-K. Credit facilities at CenterPoint Energy Houston Electric, LLC
(CenterPoint Houston) and CenterPoint Energy Resources Corp., indirect wholly owned subsidiaries of CenterPoint Energy, limit
debt, excluding transition and system restoration bonds, as a percentage of their consolidated capitalization to 65%. These covenants
could restrict the ability of these subsidiaries to distribute dividends to CenterPoint Energy.

(2) New Accounting Pronouncements. In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (ASU
2013-02). The objective of ASU 2013-02 is to improve the transparency of changes in other comprehensive income and items
reclassified out of Accumulated Other Comprehensive Income in financial statements. This new guidance is effective for a reporting
entity’s first reporting period beginning after December 15, 2012 and should be applied prospectively. CenterPoint Energy’s
adoption of this new guidance on January 1, 2013 did not have a material impact on its financial position, results of operations or
cash flows.

Management believes that other recently issued standards, which are not yet effective, will not have a material impact on

CenterPoint Energy’s consolidated financial position, results of operations or cash flows upon adoption.

(3) Long-term Debt. As of December 31, 2013 and 2012, CenterPoint Energy had no borrowings and approximately $6 million
and $7 million, respectively, of outstanding letters of credit under its $1.2 billion credit facility. There was no commercial paper
outstanding that would have been backstopped by CenterPoint Energy’s $1.2 billion credit facility as of December 31, 2013 and
2012. CenterPoint Energy was in compliance with all financial debt covenants as of December 31, 2013.

CenterPoint Energy’s maturities of long-term debt, excluding the indexed debt securities obligation, are $269 million in 2015,

$250 million in 2017 and $350 million in 2018. There are no maturities of long-term debt in 2014 or 2016.

(4) Guarantees. CenterPoint Energy, Inc. has provided guarantees (CenterPoint Midstream Guarantees) with respect to the
performance of certain obligations of Enable under long-term gas gathering and treating agreements with an indirect wholly owned
subsidiary of Encana Corporation and an indirect wholly owned subsidiary of Royal Dutch Shell plc. As of December 31, 2013,
CenterPoint Energy, Inc. had guaranteed Enable’s obligations up to an aggregate amount of $100 million under these agreements.
Under the terms of the omnibus agreement entered into in connection with the closing of the formation of Enable, Enable and
CenterPoint Energy, Inc. have agreed to use commercially reasonable efforts and cooperate with each other to terminate the
CenterPoint Midstream Guarantees, and to release CenterPoint Energy, Inc. from such guarantees by causing Enable or one of its
subsidiaries to enter into substitute guarantees or to assume the CenterPoint Midstream Guarantees as applicable.

124

CENTERPOINT ENERGY, INC.

SCHEDULE II —VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 31, 2013

Column A

Description
Year Ended December 31, 2013

Accumulated provisions:

Uncollectible accounts receivable ........... $
Deferred tax asset valuation allowance ...

Year Ended December 31, 2012

Accumulated provisions:

Uncollectible accounts receivable ........... $
Deferred tax asset valuation allowance ...

Year Ended December 31, 2011

Accumulated provisions:

Uncollectible accounts receivable ........... $
Deferred tax asset valuation allowance ...

Column B

Balance at
Beginning
of Period

Column C

Additions

Charged
to Income

Charged to
Other
Accounts

(in millions)

Column D

Column E

Deductions
From
Reserves (1)

Balance at
End of
Period

25
2

25
4

25
3

21
—

16
(1)

26
—

1
—

1
(1)

— $
1

19
—

17
—

26
—

28
2

25
2

25
4

(1) Deductions from reserves represent losses or expenses for which the respective reserves were created. In the case of the

uncollectible accounts reserve, such deductions are net of recoveries of amounts previously written off.

125

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on
the 26th day of February, 2014.

SIGNATURES

CENTERPOINT ENERGY, INC.
(Registrant)

By: /s/ Scott M. Prochazka
Scott M. Prochazka
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the registrant and in the capacities indicated on February 26, 2014.

Signature

/s/ SCOTT M. PROCHAZKA

Scott M. Prochazka

/s/ GARY L. WHITLOCK

Gary L. Whitlock

/s/ WALTER L. FITZGERALD

Walter L. Fitzgerald

/s/ MILTON CARROLL

Milton Carroll

/s/ MICHAEL P. JOHNSON

Michael P. Johnson

/s/ JANIECE M. LONGORIA

Janiece M. Longoria

/s/ SCOTT J. MCLEAN

Scott J. McLean

/s/ SUSAN O. RHENEY

Susan O. Rheney

/s/ R. A. WALKER

R. A. Walker

/s/ PETER S. WAREING

Peter S. Wareing

Title

President, Chief Executive Officer and

Director (Principal Executive Officer and Director)

Executive Vice President and Chief

Financial Officer (Principal Financial Officer)

Senior Vice President and Chief

Accounting Officer (Principal Accounting Officer)

Executive Chairman of the Board of Directors

Director

126

CENTERPOINT ENERGY, INC. AND SUBSIDIARIES

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(Millions of Dollars)

Exhibit 12

Income before extraordinary item.............................. $
Equity in earnings of unconsolidated affiliates, net

of distributions........................................................
Income taxes ..............................................................
Capitalized interest.....................................................

Fixed charges, as defined:
Interest........................................................................
Capitalized interest.....................................................
Interest component of rentals charged to operating

expense ...................................................................
Total fixed charges.....................................................

2013 (1)

2012 (1)

2011 (1)

2010 (1)

2009 (1)

311

417

770

442

372

(58)
470
(11)
712

484
11

7
502

8
341
(9)
757

569
9

9
587

8
404
(4)
1,178

583
4

14
601

13
263
(9)
709

621
9

26
656

(3)
176
(4)
541

644
4

12
660

Earnings, as defined ................................................... $

1,214

1,344

1,779

1,365

1,201

Ratio of earnings to fixed charges .............................

2.42

2.29

2.96

2.08

1.82

________

(1) Excluded from the computation of fixed charges for the years ended December 31, 2013, 2012, 2011, 2010, and 2009
is interest income of $6 million, interest income of $11 million, interest income of $12 million, interest expense of $9
million and interest income of $3million respectively, which is included in income tax expense.

127

INVESTOR INFORMATION

Annual Meeting

Investor Services

The 2014 Annual Meeting of
Shareholders will be held on Thursday,
April 24, at 9 a.m. CDT in the CenterPoint
Energy Tower auditorium, 1111 Louisiana
Street, Houston, Texas. Shareholders
who hold shares of CenterPoint Energy
at the close of business on February 24,
2014, will receive notice of the meeting
and will be eligible to vote.

Corporate Office,
Street Address

CenterPoint Energy, Inc.
1111 Louisiana Street
Houston, Texas 77002

Mailing Address

P.O. Box 4567
Houston, Texas
77210-4567
Telephone: (713) 207-1111

Auditors

Independent Registered
Public Accounting Firm
Deloitte & Touche LLP
Houston, Texas

Website Address

CenterPointEnergy.com

If you have questions about your CenterPoint Energy investor account, please
contact us:

In Houston: (713) 207-3060
Toll (Free): (800) 231-6406
Fax: (713) 207-3169

Investor services, online tools and a list of publications may be found on the
company’s website at CenterPointEnergy.com/investors.

Investor Services representatives are available from 8 a.m. to 5 p.m. Central time,
Monday through Friday, to help you with questions about CenterPoint Energy
common stock or enrollment in the CenterPoint Energy Investor’s Choice Plan.

The Investor’s Choice Plan provides easy, inexpensive investment options, including
direct purchase and sale of CenterPoint Energy common stock; dividend reinvestment;
statement-based accounting and monthly or quarterly automatic investing by electronic
transfer. You can become a registered CenterPoint Energy shareholder by making an
initial investment of at least $250 through Investor’s Choice.

CenterPoint Energy Investor Services serves as transfer agent, registrar and dividend
disbursing agent for CenterPoint Energy common stock.

Information Requests

Call (888) 468-3020 toll free for additional copies of:
2013 Annual Report and Form 10-K
2014 Proxy Statement

Dividend Payments

Common stock dividends are generally paid quarterly in March, June, September
and December. Dividends are subject to declaration by the Board of Directors, who
establish the amount of each quarterly common stock dividend and fix record and
payment dates.

Institutional Investors

Security analysts and other investment professionals should contact Carla Kneipp, Vice
President of Investor Relations at (713) 207-6500.

Stock Listing

CenterPoint Energy, Inc. common stock is traded under the symbol CNP on the New
York and Chicago stock exchanges.

DESIGN: SAVAGE BRANDS, HOUSTON, TX

1111 Louisiana Street
Houston, TX 77002

CenterPointEnergy.com