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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): FEBRUARY 28, 2006 -------------------- CENTERPOINT ENERGY, INC. (Exact name of registrant as specified in its charter) TEXAS 1-31447 74-0694415 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1111 LOUISIANA HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 207-1111 -------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 28, 2006, CenterPoint Energy, Inc. ("CenterPoint Energy") reported fourth quarter and full year 2005 earnings. Certain information regarding CenterPoint Energy's fourth quarter and full year 2005 earnings is included in Item 8.01 below. For additional information regarding CenterPoint Energy's fourth quarter and full year 2005 earnings, please refer to CenterPoint Energy's press release attached to this report as Exhibit 99.1 (the "Press Release"), which Press Release is incorporated by reference herein. The information in the Press Release is being furnished, not filed, pursuant to Item 2.02. Accordingly, the information in the Press Release will not be incorporated by reference into any registration statement filed by CenterPoint Energy under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. ITEM 8.01. OTHER EVENTS. Fourth Quarter and Full Year 2005 Results Net income was $81 million, or $0.25 per diluted share, for the fourth quarter of 2005 compared to $100 million, or $0.29 per diluted share, for the same period of 2004. For the year 2005, net income was $252 million, or $0.75 per diluted share, compared to a net loss of $905 million, or $2.48 per diluted share, for 2004. Net income for 2004 included a $977 million extraordinary loss from the write-down of generation-related regulatory assets as a result of actions taken by the Texas Public Utility Commission (PUC), $83 million of this amount was recorded in the fourth quarter. Net income for 2004 also included a $133 million overall loss from discontinued operations, although there was a $21 million gain from discontinued operations recorded in the fourth quarter of 2004. Net income for 2005 included a $30 million positive adjustment to the 2004 write-down of generation-related regulatory assets and a $3 million loss from discontinued operations. Income from continuing operations before extraordinary item for the fourth quarter of 2005 was $81 million, or $0.25 per diluted share, compared to $162 million, or $0.46 per diluted share, for the fourth quarter of 2004. Income from continuing operations before extraordinary item for the year 2005 was $225 million, or $0.67 per diluted share, compared to $205 million, or $0.61 per diluted share, for 2004. As a result of actions taken by the PUC, in the fourth quarter of 2004 CenterPoint Energy recorded pre-tax income of $226 million related to interest on CenterPoint Energy's authorized true-up balance. Of this amount, $131 million related to 2004 ($36 million related to the fourth quarter of 2004) and $95 million related to periods prior to 2004. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. The exhibit listed below is furnished pursuant to Item 2.02 of this Form 8-K. (d) Exhibits. 99.1 Press Release issued February 28, 2006 regarding CenterPoint Energy, Inc.'s fourth quarter and full year 2005 earnings.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTERPOINT ENERGY, INC. Date: February 28, 2006 By: /s/ JAMES S. BRIAN ----------------------------- James S. Brian Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ---------------------------------------------------------------- 99.1 -- Press Release issued February 28, 2006 regarding CenterPoint Energy, Inc.'s fourth quarter and full year 2005 earnings.

(CENTERPOINT ENERGY LOGO) For more information contact MEDIA: LETICIA LOWE Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 1 of 5 - -------------------------------------------------------------------------------- CENTERPOINT ENERGY REPORTS FOURTH QUARTER AND FULL YEAR 2005 EARNINGS HOUSTON, TX - FEBRUARY 28, 2006 - CenterPoint Energy, Inc. (NYSE: CNP) today reported net income of $81 million, or $0.25 per diluted share, for the fourth quarter of 2005 compared to $100 million, or $0.29 per diluted share for the same period of 2004. For the year 2005, the company recorded net income of $252 million, or $0.75 per diluted share, compared to a net loss of $905 million, or $2.48 per diluted share, for 2004. Net income for 2004 included a $977 million extraordinary loss from the write-down of generation-related regulatory assets as a result of actions taken by the Texas Public Utility Commission (PUC), $83 million of this amount was recorded in the fourth quarter. Net income for 2004 also included a $133 million overall loss from discontinued operations, although there was a $21 million gain from discontinued operations recorded in the fourth quarter of 2004. Net income for 2005 included a $30 million positive adjustment to the 2004 write-down of generation-related regulatory assets, and a $3 million loss from discontinued operations. Income from continuing operations before extraordinary item for the fourth quarter of 2005 was $81 million, or $0.25 per diluted share, compared to $162 million, or $0.46 per diluted share, for the fourth quarter of 2004. Income from continuing operations before extraordinary item for the year 2005 was $225 million, or $0.67 per diluted share, compared to $205 million, or $0.61 per diluted share, for 2004. As a result of actions taken by the PUC, in the fourth quarter of 2004 the company recorded pre-tax income of $226 million related to interest on the company's authorized true-up balance. Of this amount, $131 million related to 2004 ($36 million related to the fourth quarter of 2004) and $95 million related to periods prior to 2004. "I am very pleased with our overall progress and accomplishments in 2005," said David M. McClanahan, president and chief executive officer of CenterPoint Energy. "2005 was a year of significant milestones for our company, marking the end to our transition. We completed the sale of our power generation business and began to recover our authorized true-up balance through the implementation of a competition transition charge and the issuance of $1.85 billion of transition bonds. We repaid our high-cost $1.31 billion term loan, reduced other debt and restructured our credit facilities to reduce interest costs, extend maturities and improve terms. Now that our transition is behind us, we look forward to further improving our operating performance while we explore opportunities to grow in a disciplined manner." -more-

(CENTERPOINT ENERGY LOGO) For more information contact MEDIA: LETICIA LOWE Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 2 of 5 - -------------------------------------------------------------------------------- OPERATING INCOME BY SEGMENT DETAILED ELECTRIC TRANSMISSION & DISTRIBUTION The electric transmission & distribution segment generated operating income of $102 million in the fourth quarter of 2005, consisting of $90 million for the regulated electric transmission & distribution utility (TDU) and $12 million for the transition bond companies, which is an amount sufficient to pay interest on the transition bonds. Operating income for the fourth quarter of 2004 totaled $104 million, consisting of $95 million for the TDU and $9 million for the transition bond company. Revenues increased in the fourth quarter of 2005 primarily due to continued customer growth with the addition of over 60,000 metered customers since December 2004, increased customer usage and the implementation of a competition transition charge (CTC) in September 2005. Operating expenses increased primarily due to higher transmission costs, labor and benefit-related expenses, tree trimming expenses, and increased franchise fees paid to the City of Houston under a new 30-year franchise agreement. Operating income for the year 2005 was $487 million, consisting of $448 million for the TDU and $39 million for the transition bond companies. Operating income for 2004 totaled $494 million, consisting of $441 million for the TDU, $38 million for the transition bond company, and a $15 million reversal of a reserve related to the final fuel reconciliation of the former integrated utility recorded in the fourth quarter of 2004. For the year 2005, revenues increased primarily due to continued customer growth, increased customer usage driven by warmer weather, higher transmission cost recovery and implementation of the CTC. Operating expenses increased primarily due to higher transmission costs, labor and benefit-related expenses, tree trimming expenses, depreciation and amortization, and the increased franchise fees paid to the City of Houston. Operating expenses for 2004 reflected an $11 million credit from a land sale. NATURAL GAS DISTRIBUTION Beginning with the fourth quarter of 2005, the natural gas distribution segment excludes the company's non-rate regulated natural gas sales and services business, which is now reported as a separate segment, "competitive natural gas sales and services". All prior period segment information has been reclassified to conform to the 2005 presentation. -more-

(CENTERPOINT ENERGY LOGO) For more information contact MEDIA: LETICIA LOWE Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 3 of 5 - -------------------------------------------------------------------------------- The natural gas distribution segment reported operating income of $59 million for the fourth quarter of 2005, compared to $69 million for the same period of 2004. Higher margins from the addition of nearly 44,000 customers since December 2004 were more than offset by increased litigation reserves and increased bad debt expense associated with higher natural gas prices. Operating income for the year 2005 was $175 million compared to $178 million for 2004. The benefits from rate increases and customer growth were more than offset by reduced customer usage, increased bad debt expense and litigation reserves, and higher depreciation. In 2004, operating expenses reflected severance and associated benefit-related expenses due to an organizational restructuring. COMPETITIVE NATURAL GAS SALES AND SERVICES The competitive natural gas sales and services business is engaged in the sale of natural gas and related services primarily to commercial and industrial customers and electric and gas utility companies. This segment reported operating income of $30 million for the fourth quarter of 2005, compared to $16 million for the same period of 2004. The increase was primarily attributable to higher sales to utilities and favorable basis differentials across the pipeline capacity that the company controls. Operating income for the year 2005 was $60 million compared to $44 million for 2004. The increase was primarily attributable to the same items noted above. Partially offsetting the margin increase were the effects of mark-to-market accounting related to non-trading financial derivatives used to lock in economic margins of certain forward gas sales, as well as increased employee-related and bad debt expenses. PIPELINES AND FIELD SERVICES The pipelines and field services segment reported operating income of $67 million for the fourth quarter of 2005 compared to $57 million for the same period of 2004. Within this segment, the pipeline business achieved higher operating income ($46 million vs. $42 million) driven by increased demand for transportation resulting from basis differentials across the system and higher demand for ancillary services. The field services business achieved higher operating income ($21 million vs. $15 million) driven by increased throughput and demand, increased gas gathering and ancillary services, and higher commodity prices. -more-

(CENTERPOINT ENERGY LOGO) For more information contact MEDIA: LETICIA LOWE Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 4 of 5 - -------------------------------------------------------------------------------- Operating income for the year 2005 was $235 million compared to $180 million for 2004. Operating income for the pipeline business for 2005 was $165 million compared to $129 million for 2004. The field services business recorded operating income of $70 million for 2005 compared to $51 million for 2004. The improvements in operating income for the year resulted primarily from the same items noted for the quarter. OTHER OPERATIONS The company's other operations reported an operating loss of $6 million for the fourth quarter of 2005 compared to a loss of $15 million for the same period of 2004. The operating loss for the year 2005 was $18 million compared to a loss of $32 million for 2004. OTHER 2005 EVENTS Additional significant events for CenterPoint Energy during 2005 included: o completion of the sale of the company's generation assets; proceeds of $2.231 billion and $700 million were received in 2004 and 2005, respectively; o issuance of over $1.85 billion in transition bonds to recover a portion of the company's authorized true-up balance; o implementation of a CTC to begin recovering the remaining authorized true-up balance of $596 million over 14 years, plus interest; o contribution of $75 million to the pension plan in 2005 following a $476 million pension plan contribution in 2004; and o completion of an exchange offer for $572 million of the company's 3.75 percent convertible senior notes. DIVIDEND DECLARATION On January 26, 2006, CenterPoint Energy's board of directors declared a regular quarterly cash dividend of $0.15 per share of common stock payable on March 10, 2006, to shareholders of record as of the close of business on February 16, 2006. In declaring this dividend, the board of directors indicated its intent to return to the company's traditional practice of paying consistent quarterly dividends. An annualized dividend based on a $0.15 per common share quarterly dividend represents a 50 percent increase over the $0.40 per common share in total dividends paid by the company in 2005. -more-

(CENTERPOINT ENERGY LOGO) For more information contact MEDIA: LETICIA LOWE Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 5 of 5 - -------------------------------------------------------------------------------- OUTLOOK FOR 2006 CenterPoint Energy expects diluted earnings per share for 2006 to be in the range of $0.90 to $1.00. This guidance excludes any impacts related to the company's Zero-Premium Exchangeable Subordinated Notes (ZENS) and associated federal income tax consequences due to the uncertainties associated with the resolution of the ongoing dispute with the Internal Revenue Service. This guidance takes into consideration various economic and operational assumptions related to the business segments in which it operates. In particular, the company has made certain assumptions regarding the impact to earnings of various regulatory proceedings but cannot predict the ultimate outcome of any of those proceedings. In providing this guidance, the company has not projected the impact of any potential changes in accounting standards, any impact from acquisitions or divestitures, or the outcome of pending legal proceedings related to the company's true up appeal. WEBCAST OF EARNINGS CONFERENCE CALL CenterPoint Energy's management will host an earnings conference call on Tuesday, February 28, 2006, at 10:30 a.m. Central time or 11:30 a.m. Eastern time. Interested parties may listen to a live, audio broadcast of the conference call at www.CenterPointEnergy.com/investors/events. A replay of the call can be accessed approximately two hours after the completion of the call, and will be archived on the web site for at least one year. CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and sales, and interstate pipeline and gathering operations. The company serves nearly five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. Assets total approximately $17 billion. With approximately 9,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 130 years. For more information, visit the Web site at www.CenterPointEnergy.com. This news release includes forward-looking statements. Actual events and results may differ materially from those projected. The statements in this news release regarding future financial performance and results of operations and other statements that are not historical facts are forward-looking statements. Factors that could affect actual results include the timing and outcome of appeals from the true-up proceedings, the timing and impact of future regulatory and legislative decisions, effects of competition, weather variations, changes in CenterPoint Energy's or its subsidiaries' business plans, financial market conditions, the timing and extent of changes in commodity prices, particularly natural gas, the impact of unplanned facility outages and other factors discussed in CenterPoint Energy's and its subsidiaries' Form 10-Ks for the period ended December 31, 2004, Form 10-Qs for the periods ended March 31, 2005, June 30, 2005 and September 30, 2005, and other filings with the Securities and Exchange Commission. - ### -

CenterPoint Energy, Inc. and Subsidiaries Statements of Consolidated Operations (Millions of Dollars) (Unaudited) Quarter Ended December 31, Twelve Months Ended December 31, -------------------------------- -------------------------------- 2004 2005 2004 2005 ------------- ------------- ------------- ------------- Revenues: Electric Transmission & Distribution $ 368 $ 401 $ 1,521 $ 1,644 Natural Gas Distribution 1,184 1,441 3,579 3,846 Competitive Natural Gas Sales and Services 873 1,346 2,848 4,129 Pipelines and Field Services 127 131 451 493 Other Operations - 4 8 19 Eliminations (115) (111) (408) (409) ------------- ------------- ------------- ------------- Total 2,437 3,212 7,999 9,722 ------------- ------------- ------------- ------------- Expenses: Natural gas 1,647 2,348 5,013 6,509 Operation and maintenance 345 384 1,277 1,358 Depreciation and amortization 128 130 490 541 Taxes other than income taxes 86 98 355 375 ------------- ------------- ------------- ------------- Total 2,206 2,960 7,135 8,783 ------------- ------------- ------------- ------------- Operating Income 231 252 864 939 ------------- ------------- ------------- ------------- Other Income (Expense): Gain (loss) on Time Warner investment 71 (15) 31 (44) Gain (loss) on indexed debt securities (63) 15 (20) 49 Interest and other finance charges (185) (149) (739) (670) Interest on transition bonds (9) (13) (38) (40) Return on true-up balance 226 17 226 121 Other - net 5 5 20 23 ------------- ------------- ------------- ------------- Total 45 (140) (520) (561) ------------- ------------- ------------- ------------- Income from Continuing Operations Before Income Taxes and Extraordinary Item 276 112 344 378 Income Tax Expense (114) (31) (139) (153) ------------- ------------- ------------- ------------- Income from Continuing Operations Before Extraordinary Item 162 81 205 225 ------------- ------------- ------------- ------------- Discontinued Operations: Income from Texas Genco, net of tax 53 - 294 11 Minority Interest related to Texas Genco, net of tax (12) - (61) - Loss on Disposal of Texas Genco, net of tax (20) - (366) (14) ------------- ------------- ------------- ------------- Total 21 - (133) (3) ------------- ------------- ------------- ------------- Income Before Extraordinary Item 183 81 72 222 ------------- ------------- ------------- ------------- Extraordinary Item, net of tax (83) - (977) 30 ------------- ------------- ------------- ------------- Net Income (Loss) $ 100 $ 81 $ (905) $ 252 ============= ============= ============= ============= Reference is made to the Notes to the Consolidated Financial Statements contained in the Annual Report on Form 10-K of CenterPoint Energy, Inc.

CenterPoint Energy, Inc. and Subsidiaries Selected Data From Statements of Consolidated Operations (Millions of Dollars, Except Share and Per Share Amounts) (Unaudited) Quarter Ended Twelve Months Ended December 31, December 31, -------------------------- -------------------------- 2004 2005 2004 2005 ---------- ---------- ---------- ---------- Basic Earnings (Loss) Per Common Share: Income from Continuing Operations $ 0.53 $ 0.26 $ 0.67 $ 0.72 Income (Loss) from Discontinued Operations 0.07 - (0.43) (0.01) Extraordinary Item, net of tax (0.27) - (3.18) 0.10 ---------- ---------- ---------- ---------- Net Income (Loss) $ 0.33 $ 0.26 $ (2.94) $ 0.81 ========== ========== ========== ========== Diluted Earnings (Loss) Per Common Share: Income from Continuing Operations $ 0.46 $ 0.25 $ 0.61 $ 0.67 Income (Loss) from Discontinued Operations 0.06 - (0.37) (0.01) Extraordinary Item, net of tax (0.23) - (2.72) 0.09 ---------- ---------- ---------- ---------- Net Income (Loss) $ 0.29 $ 0.25 $ (2.48) $ 0.75 ========== ========== ========== ========== Dividends Declared per Common Share $ 0.10 $ 0.06 $ 0.40 $ 0.40 Weighted Average Common Shares Outstanding (000): - Basic 307,876 310,147 307,185 309,349 - Diluted 360,205 320,351 359,506 346,028 OPERATING INCOME (LOSS) BY SEGMENT Electric Transmission & Distribution: Transmission & Distribution Operations $ 95 $ 90 $ 456 $ 448 Transition Bond Companies 9 12 38 39 ---------- ---------- ---------- ---------- Total Electric Transmission & Distribution 104 102 494 487 Natural Gas Distribution 69 59 178 175 Competitive Natural Gas Sales and Services 16 30 44 60 Pipelines and Field Services 57 67 180 235 Other Operations (15) (6) (32) (18) ---------- ---------- ---------- ---------- Total $ 231 $ 252 $ 864 $ 939 ========== ========== ========== ========== Reference is made to the Notes to the Consolidated Financial Statements contained in the Annual Report on Form 10-K of CenterPoint Energy, Inc.

CenterPoint Energy, Inc. and Subsidiaries Results of Operations by Segment (Millions of Dollars) (Unaudited) ELECTRIC TRANSMISSION & DISTRIBUTION -------------------------------------------------------------------- Quarter Ended Twelve Months Ended December 31, December 31, ---------------- % Diff ---------------------- % Diff 2004 2005 Fav/(Unfav) 2004 2005 Fav/(Unfav) ------- ------- ----------- ---------- ---------- ----------- RESULTS OF OPERATIONS: Revenues: Electric transmission and distribution utility $ 347 $ 374 8% $ 1,446 $ 1,538 6% Transition bond companies 21 27 29% 75 106 41% ------- ------- ---------- ---------- Total 368 401 9% 1,521 1,644 8% ------- ------- ---------- ---------- Expenses: Operation and maintenance 145 172 (19%) 539 618 (15%) Depreciation and amortization 62 61 2% 248 258 (4%) Taxes other than income taxes 45 51 (13%) 203 214 (5%) Transition bond companies 12 15 (25%) 37 67 (81%) ------- ------- ---------- ---------- Total 264 299 (13%) 1,027 1,157 (13%) ------- ------- ---------- ---------- Operating Income - Electric transmission and distribution utility 95 90 (5%) 456 448 (2%) Operating Income - Transition bond companies 9 12 33% 38 39 3% ------- ------- ---------- ---------- Total Segment Operating Income $ 104 $ 102 (2%) $ 494 $ 487 (1%) ======= ======= ========== ========== ELECTRIC TRANSMISSION & DISTRIBUTION Quarter Ended Twelve Months Ended OPERATING DATA: December 31, December 31, ----------------------- ------------------------- 2004 2005 2004 2005 ---------- ---------- ---------- ---------- ACTUAL MWH DELIVERED Residential 5,033,574 5,317,080 6% 23,747,996 24,923,995 5% Total 16,997,828 17,055,414 - 73,631,547 74,189,448 1% WEATHER (AVERAGE FOR SERVICE AREA): Percentage of normal: Cooling degree days 146% 128% (18%) 107% 112% 5% Heating degree days 75% 91% 16% 82% 82% - AVERAGE NUMBER OF METERED CUSTOMERS: Residential 1,656,281 1,704,690 3% 1,639,488 1,683,100 3% Total 1,881,761 1,936,685 3% 1,862,853 1,912,346 3% NATURAL GAS DISTRIBUTION ------------------------------------------------------------------------------ Quarter Ended Twelve Months Ended December 31, December 31, ----------------------- % Diff ----------------------- % Diff 2004 2005 Fav/(Unfav) 2004 2005 Fav/(Unfav) ---------- ---------- ----------- ---------- ---------- ----------- RESULTS OF OPERATIONS: Revenues $ 1,184 $ 1,441 22% $ 3,579 $ 3,846 7% ---------- ---------- ---------- ---------- Expenses: Natural gas 904 1,148 (27%) 2,596 2,841 (9%) Operation and maintenance 143 158 (10%) 544 551 (1%) Depreciation and amortization 36 37 (3%) 141 152 (8%) Taxes other than income taxes 32 39 (22%) 120 127 (6%) ---------- ---------- ---------- ---------- Total 1,115 1,382 (24%) 3,401 3,671 (8%) ---------- ---------- ---------- ---------- Operating Income $ 69 $ 59 (14%) $ 178 $ 175 (2%) ========== ========== ========== ========== NATURAL GAS DISTRIBUTION OPERATING DATA: THROUGHPUT DATA IN BCF Residential 55 53 (4%) 175 160 (9%) Commercial and Industrial 65 57 (12%) 237 215 (9%) ---------- ---------- ---------- ---------- Total Throughput 120 110 (8%) 412 375 (9%) ========== ========== ========== ========== WEATHER (AVERAGE FOR SERVICE AREA) Percentage of normal: Heating degree days 88% 94% 6% 92% 91% (1%) AVERAGE NUMBER OF CUSTOMERS: Residential 2,817,670 2,855,670 1% 2,798,210 2,838,357 1% Commercial and Industrial 246,581 245,925 - 246,068 246,372 - ---------- ---------- ---------- ---------- Total 3,064,251 3,101,595 1% 3,044,278 3,084,729 1% ========== ========== ========== ========== Reference is made to the Notes to the Consolidated Financial Statements contained in the Annual Report on Form 10-K of CenterPoint Energy, Inc.

CenterPoint Energy, Inc. and Subsidiaries Results of Operations by Segment (Millions of Dollars) (Unaudited) COMPETITIVE NATURAL GAS SALES AND SERVICES ---------------------------------------------------------------------- Quarter Ended Twelve Months Ended December 31, December 31, ------------------ % Diff ------------------- % Diff 2004 2005 Fav/(Unfav) 2004 2005 Fav/(Unfav) ------- ------ ----------- ------- -------- ----------- RESULTS OF OPERATIONS: Revenues $ 873 $1,346 54% $2,848 $4,129 45% ------ ------ ------ ------ Expenses: Natural gas 849 1,305 (54%) 2,778 4,033 (45%) Operation and maintenance 7 9 (29%) 22 30 (36%) Depreciation and amortization 1 1 -- 2 2 -- Taxes other than income taxes -- 1 -- 2 4 (100%) ------ ------ ------ ------ Total 857 1,316 (54%) 2,804 4,069 (45%) ------ ------ ------ ------ Operating Income $ 16 $ 30 88% $ 44 $ 60 36% ====== ====== ====== ====== COMPETITIVE NATURAL GAS SALES AND SERVICES OPERATING DATA: THROUGHPUT DATA IN BCF Wholesale - third parties 71 69 (3%) 228 304 33% Wholesale - affiliates 9 4 (56%) 35 27 (23%) Retail 41 44 7% 141 156 11% Pipeline 19 10 (47%) 76 51 (33%) ------ ------ ------ ------ Total Throughput 140 127 (9%) 480 538 12% ====== ====== ====== ====== AVERAGE NUMBER OF CUSTOMERS: Wholesale 102 121 19% 97 138 42% Retail 6,003 6,616 10% 5,976 6,328 6% Pipeline 169 135 (20%) 172 142 (17%) ------ ------ ------ ------ Total 6,274 6,872 10% 6,245 6,608 6% ====== ====== ====== ====== PIPELINES AND FIELD SERVICES ------------------------------------------------------------------------- Quarter Ended Twelve Months Ended December 31, December 31, -------------------- % Diff -------------------- % Diff 2004 2005 Fav/(Unfav) 2004 2005 Fav/(Unfav) ------- ------- ----------- ------- ------- ---------- RESULTS OF OPERATIONS: Revenues $ 127 $ 131 3% $ 451 $ 493 9% ------- ------- ------- ------- Expenses: Natural gas 13 5 62% 46 30 35% Operation and maintenance 42 43 (2%) 164 164 -- Depreciation and amortization 11 11 -- 44 45 (2%) Taxes other than income taxes 4 5 (25%) 17 19 (12%) ------- ------- ------- ------- Total 70 64 9% 271 258 5% ------- ------- ------- ------- Operating Income $ 57 $ 67 18% $ 180 $ 235 31% ======= ======= ======= ======= PIPELINES AND GATHERING OPERATING DATA: THROUGHPUT DATA IN BCF Natural Gas Sales 3 2 (33%) 11 6 (45%) Transportation 201 214 6% 859 914 6% Gathering 88 91 3% 321 353 10% Elimination (2) -- -- (7) (4) 43% ------- ------- ------- ------- Total Throughput 290 307 6% 1,184 1,269 7% ======= ======= ======= ======= Reference is made to the Notes to the Consolidated Financial Statements contained in the Annual Report on Form 10-K of CenterPoint Energy, Inc.

CenterPoint Energy, Inc. and Subsidiaries Results of Operations by Segment (Millions of Dollars) (Unaudited) OTHER OPERATIONS ------------------------------------------------------------------------------- Quarter Ended Twelve Months Ended December 31, December 31, ---------------------- % Diff ---------------------- % Diff 2004 2005 Fav/(Unfav) 2004 2005 Fav/(Unfav) -------- -------- ----------- -------- -------- ----------- RESULTS OF OPERATIONS: Revenues $ -- $ 4 -- $ 8 $ 19 138% Expenses 15 10 33% 40 37 8% -------- -------- -------- -------- Operating Loss $ (15) $ (6) 60% $ (32) $ (18) 44% ======== ======== ======== ======== Capital Expenditures by Segment (Millions of Dollars) (Unaudited) Quarter Ended Twelve Months Ended December 31, December 31, --------------------- --------------------- 2004 2005 2004 2005 -------- -------- -------- -------- CAPITAL EXPENDITURES BY SEGMENT Electric Transmission & Distribution $ 62 $ 82 $ 235 $ 281 Natural Gas Distribution 65 80 196 249 Competitive Natural Gas Sales and Services -- 8 1 12 Pipelines and Field Services 35 48 73 156 Other Operations 9 4 25 21 -------- -------- -------- -------- Total $ 171 $ 222 $ 530 $ 719 ======== ======== ======== ======== Interest Expense Detail (Millions of Dollars) (Unaudited) Quarter Ended Twelve Months Ended December 31, December 31, ---------------------- ---------------------- 2004 2005 2004 2005 -------- -------- -------- -------- INTEREST EXPENSE DETAIL Amortization of Deferred Financing Cost $ 29 $ 17 $ 92 $ 76 Capitalization of Interest Cost (1) (1) (4) (4) Transition Bond Interest Expense 9 13 37 39 Other Interest Expense 157 133 652 599 -------- -------- -------- -------- Total Interest Expense 194 162 777 710 -------- -------- -------- -------- Amortization of Deferred Financing Cost Reclassified to Discontinued Operations 16 -- 19 -- Other Interest Reclassified to Discontinued Operations 18 -- 53 -- -------- -------- -------- -------- Total Interest Reclassified to Discontinued Operations (1) 34 -- 72 -- Interest Expense Incurred by Discontinued Operations -- -- -- 1 -------- -------- -------- -------- Total Expense in Discontinued Operations 34 -- 72 1 -------- -------- -------- -------- Total Interest Expense Incurred $ 228 $ 162 $ 849 $ 711 ======== ======== ======== ======== (1) In accordance with Emerging Issues Task Force Issue No. 87-24 "Allocation of Interest to Discontinued Operations", in 2004, we have reclassified interest to discontinued operations of Texas Genco based on net proceeds received from the sale of Texas Genco of $2.5 billion, and have applied the proceeds to the amount of debt assumed to be paid down in 2004 according to the terms of the respective credit facilities in effect for that period. In periods where only the term loan was assumed to be repaid, the actual interest paid was reclassified. In periods where a portion of the revolver was assumed to be repaid, the percentage of that portion of the revolver to the total outstanding balance was calculated, and that percentage was applied to the actual interest paid in those periods to compute the amount of interest reclassified. Total interest expense was $228 million and $162 million for the three months ended December 31, 2004 and 2005, respectively, and $849 million and $711 million for the year ended December 31, 2004 and 2005, respectively. Interest expense of $34 million for the three months ended December 31, 2004, and $72 million for the year ended December 31, 2004, was reclassified to discontinued operations of Texas Genco. Reference is made to the Notes to the Consolidated Financial Statements contained in the Annual Report on Form 10-K of CenterPoint Energy, Inc.

CenterPoint Energy, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Millions of Dollars) (Unaudited) December 31, December 31, 2004 2005 ------------ ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 165 $ 74 Other current assets 2,092 2,817 Current assets of discontinued operations 514 -- ------------ ------------ Total current assets 2,771 2,891 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT, NET 8,186 8,492 ------------ ------------ OTHER ASSETS: Goodwill, net 1,741 1,709 Regulatory assets 3,350 2,955 Other non-current assets 997 1,069 Non-current assets of discontinued operations 1,051 -- ------------ ------------ Total other assets 7,139 5,733 ------------ ------------ TOTAL ASSETS $ 18,096 $ 17,116 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of transition bond long-term debt $ 47 $ 73 Current portion of other long-term debt 1,789 266 Other current liabilities 2,836 2,651 Current liabilities of discontinued operations 449 -- ------------ ------------ Total current liabilities 5,121 2,990 ------------ ------------ OTHER LIABILITIES: Accumulated deferred income taxes, net and investment tax credit 2,469 2,544 Regulatory liabilities 1,082 728 Other non-current liabilities 705 990 Non-current liabilities of discontinued operations 420 -- ------------ ------------ Total other liabilities 4,676 4,262 ------------ ------------ LONG-TERM DEBT: Transition bond 629 2,407 Other 6,564 6,161 ------------ ------------ Total long-term debt 7,193 8,568 ------------ ------------ SHAREHOLDERS' EQUITY 1,106 1,296 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 18,096 $ 17,116 ============ ============ Reference is made to the Notes to the Consolidated Financial Statements contained in the Annual Report on Form 10-K of CenterPoint Energy, Inc.

CenterPoint Energy, Inc. and Subsidiaries Condensed Statements of Consolidated Cash Flows (Millions of Dollars) (Unaudited) Twelve Months Ended December 31, -------------------------------- 2004 2005 ------------ -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (905) $ 252 Discontinued operations, net of tax 133 3 Extraordinary item, net of tax 977 (30) ----------- ----------- Income from continuing operations 205 225 Adjustments to reconcile income from continuing operations to net cash provided by operating activities: Depreciation and amortization 582 618 Deferred income taxes and investment tax credit 258 224 Changes in net regulatory assets and liabilities (520) (192) Changes in other assets and liabilities (164) (795) Other, net 20 18 ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS 381 98 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS 355 (38) ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 736 60 NET CASH PROVIDED BY INVESTING ACTIVITIES 1,466 20 NET CASH USED IN FINANCING ACTIVITIES (2,124) (171) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 78 (91) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 87 165 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 165 $ 74 =========== =========== Reference is made to the Notes to the Consolidated Financial Statements contained in the Annual Report on Form 10-K of CenterPoint Energy, Inc.