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): MAY 4, 2006 ------------------------------ CENTERPOINT ENERGY, INC. (Exact name of registrant as specified in its charter) TEXAS 1-31447 74-0694415 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 May 4, 2006, CenterPoint Energy, Inc. ("CenterPoint Energy") reported first quarter 2006 earnings. For additional information regarding CenterPoint Energy's first quarter 2006 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 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 May 4, 2006 regarding CenterPoint Energy, Inc.'s first quarter 2006 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: May 4, 2006 By: /s/ James S. Brian ------------------------------ James S. Brian Senior Vice President and Chief Accounting Officer
EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION 99.1 Press Release issued May 4, 2006 regarding CenterPoint Energy, Inc.'s first quarter 2006 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 4 - -------------------------------------------------------------------------------- CENTERPOINT ENERGY REPORTS FIRST QUARTER 2006 EARNINGS HOUSTON, TX - MAY 4, 2006 - CenterPoint Energy, Inc. (NYSE: CNP) today reported net income of $88 million, or $0.28 per diluted share, for the first quarter of 2006 compared to $67 million, or $0.20 per diluted share for the same period of 2005. "The mild weather that we experienced in the first quarter, along with higher natural gas prices, had a negative impact on our electric and natural gas distribution businesses. However, I am pleased that the contributions of our other businesses, primarily driven by the solid performance of our pipelines and field services and competitive natural gas segments, and a significant reduction in interest expense, enabled us to report improved first quarter financial results," said David M. McClanahan, president and chief executive officer of CenterPoint Energy. OPERATING INCOME BY SEGMENT DETAILED ELECTRIC TRANSMISSION & DISTRIBUTION The electric transmission & distribution segment generated operating income of $110 million in the first quarter of 2006, consisting of $78 million for the regulated electric transmission & distribution utility (TDU) and $32 million for the transition bond companies, which is an amount sufficient to pay interest on the transition bonds. Operating income for the first quarter of 2005 totaled $80 million, consisting of $71 million for the TDU and $9 million for the transition bond company. Revenues increased in the first quarter of 2006 primarily as a result of the competition transition charge (CTC) implemented in September 2005. Revenue increases from the addition of nearly 67,000 metered customers since March 2005, were more than offset by milder weather and decreased usage. Excluding the impact of the transition bond company, operating expenses remained essentially unchanged. Increases in transmission costs, franchise fees and costs associated with staff reductions were offset by gains realized from the sale of land. -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 4 - -------------------------------------------------------------------------------- NATURAL GAS DISTRIBUTION The natural gas distribution segment reported operating income of $103 million for the first quarter of 2006, compared to $123 million for the same period of 2005. Revenue increases from the implementation of rate increases along with the addition of nearly 42,000 customers since March 2005 were more than offset by the effects of record warm weather in most of our service territories and decreased usage resulting from higher natural gas prices. Operating expenses increased largely due to higher bad debt expense, also associated with higher natural gas prices, and costs associated with staff reductions. COMPETITIVE NATURAL GAS SALES AND SERVICES The competitive natural gas sales and services segment reported operating income of $25 million for the first quarter of 2006, compared to $16 million for the same period of 2005. The increase was primarily attributable to higher natural gas sales to utilities and favorable basis differentials across the pipeline capacity that the company controls, partially offset by a write-down of inventory to the lower of cost or market. PIPELINES AND FIELD SERVICES The pipelines and field services segment reported operating income of $73 million for the first quarter of 2006 compared to $64 million for the same period of 2005. This segment's businesses continue to benefit from favorable dynamics in the markets for natural gas gathering and transportation services along the Gulf Coast and Mid-Continent regions where they operate. Within this segment, the pipeline business achieved higher operating income ($49 million vs. $48 million) resulting from 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 ($24 million vs. $16 million) driven by increased throughput, greater demand for ancillary services and higher commodity prices. In addition, this business recorded equity income of $2 million in the first quarter of 2006 ($1 million for the same period in 2005) from its 50 percent interest in a jointly-owned gas processing plant. These amounts are included in Other - net under the Other Income (Expense) caption. OTHER OPERATIONS The company's other operations reported an operating loss of $5 million for the first quarter of 2006 compared to a loss of $7 million for the same period of 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 3 of 4 - -------------------------------------------------------------------------------- OTHER FIRST QUARTER 2006 EVENTS In March, the company closed on three improved bank credit facilities, totaling $2.05 billion, which increased capacity, reduced interest costs, extended maturities and improved terms. The company: - replaced the $1 billion parent company revolving credit facility with a $1.2 billion five-year revolving credit facility with a first drawn interest rate of LIBOR plus 60 basis points; - replaced the $400 million revolving credit facility at CenterPoint Energy Resources, Corp., the company's natural gas distribution, competitive natural gas sales and services and pipelines and field services subsidiary, with a $550 million, five-year revolving credit facility with a first drawn interest rate of LIBOR plus 45 basis points; and - replaced the $200 million revolving credit facility at CenterPoint Energy Houston Electric, LLC, the company's electric transmission and distribution subsidiary, with a $300 million, five-year revolving credit facility with a first drawn interest rate of LIBOR plus 45 basis points. DIVIDEND DECLARATION On April 28, 2006, CenterPoint Energy's board of directors declared a regular quarterly cash dividend of $0.15 per share of common stock payable on June 9, 2006, to shareholders of record as of the close of business on May 16, 2006. OUTLOOK FOR 2006 CenterPoint Energy continues to expect 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 outcomes of pending legal proceedings related to the TDU's true up appeal and the remand of its 2001 unbundled cost of service order. -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 4 - -------------------------------------------------------------------------------- WEBCAST OF EARNINGS CONFERENCE CALL CenterPoint Energy's management will host an earnings conference call on Thursday, May 4, 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, competitive natural gas sales and services, and pipeline and field services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. Assets total approximately $16 billion. With about 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, legislative and IRS 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, 2005, and other filings with the Securities and Exchange Commission. ###
CenterPoint Energy, Inc. and Subsidiaries Statements of Consolidated Income (Millions of Dollars) (Unaudited) Quarter Ended March 31, ----------------------- 2005 2006 ------- ------- Revenues: Electric Transmission & Distribution $ 345 $ 385 Natural Gas Distribution 1,329 1,480 Competitive Natural Gas Sales and Services 925 1,163 Pipelines and Field Services 121 125 Other Operations 7 4 Eliminations (132) (80) ------- ------- Total 2,595 3,077 ------- ------- Expenses: Natural gas 1,781 2,193 Operation and maintenance 313 331 Depreciation and amortization 130 140 Taxes other than income taxes 95 107 ------- ------- Total 2,319 2,771 ------- ------- Operating Income 276 306 ------- ------- Other Income (Expense): Loss on Time Warner investment (41) (14) Gain on indexed debt securities 39 10 Interest and other finance charges (173) (115) Interest on transition bonds (9) (33) Return on true-up balance 34 - Other - net 4 6 ------- ------- Total (146) (146) ------- ------- Income from Continuing Operations Before Income Taxes 130 160 Income Tax Expense (63) (72) ------- ------- Income from Continuing Operations 67 88 ------- ------- Discontinued Operations: Income from Texas Genco, net of tax 14 - Loss on Disposal of Texas Genco, net of tax (14) - ------- ------- Total - - ------- ------- Net Income $ 67 $ 88 ======= ======= 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 Income (Millions of Dollars, Except Share and Per Share Amounts) (Unaudited) Quarter Ended March 31, ------------------------- 2005 2006 --------- --------- Basic Earnings Per Common Share: Income from Continuing Operations $ 0.22 $ 0.28 Income from Discontinued Operations - - --------- --------- Net Income $ 0.22 $ 0.28 ========= ========= Diluted Earnings Per Common Share: Income from Continuing Operations $ 0.20 $ 0.28 Income from Discontinued Operations - - --------- --------- Net Income $ 0.20 $ 0.28 ========= ========= Dividends Declared per Common Share $ 0.20 $ 0.15 Weighted Average Common Shares Outstanding (000): - Basic 308,470 310,846 - Diluted 360,623 318,593 OPERATING INCOME (LOSS) BY SEGMENT Electric Transmission & Distribution: Transmission & Distribution Operations $ 71 $ 78 Transition Bond Companies 9 32 --------- --------- Total Electric Transmission & Distribution 80 110 Natural Gas Distribution 123 103 Competitive Natural Gas Sales and Services 16 25 Pipelines and Field Services 64 73 Other Operations (7) (5) --------- --------- Total $ 276 $ 306 ========= ========= 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 March 31, -------------------------------------- % Diff 2005 2006 Fav/(Unfav) ----------------- ------------------ --------------------- RESULTS OF OPERATIONS: Revenues: Electric transmission and distribution utility $ 323 $ 331 2% Transition bond companies 22 54 145% ----------------- ------------------ Total 345 385 12% ----------------- ------------------ Expenses: Operation and maintenance 138 134 3% Depreciation and amortization 64 63 2% Taxes other than income taxes 50 56 (12%) Transition bond companies 13 22 (69%) ----------------- ------------------ Total 265 275 (4%) ----------------- ------------------ Operating Income - Electric transmission and distribution utility 71 78 10% Operating Income - Transition bond companies 9 32 256% ----------------- ------------------ Total Segment Operating Income $ 80 $ 110 38% ================= ================== -------------------------------------- ELECTRIC TRANSMISSION & DISTRIBUTION Quarter Ended OPERATING DATA: March 31, -------------------------------------- ACTUAL MWH DELIVERED 2005 2006 ----------------- ------------------ Residential 4,141,664 3,986,390 (4%) Total 15,826,314 15,986,880 1% WEATHER (AVERAGE FOR SERVICE AREA): Percentage of normal: Cooling degree days 126% 137% 11% Heating degree days 77% 63% (14%) AVERAGE NUMBER OF METERED CUSTOMERS: Residential 1,661,320 1,717,836 3% Total 1,887,020 1,950,829 3% NATURAL GAS DISTRIBUTION ------------------------------------------------------------- Quarter Ended March 31, -------------------------------------- % Diff 2005 2006 Fav/(Unfav) ----------------- ------------------ --------------------- RESULTS OF OPERATIONS: Revenues $ 1,329 $ 1,480 11% ----------------- ------------------ Expenses: Natural gas 997 1,146 (15%) Operation and maintenance 135 150 (11%) Depreciation and amortization 37 38 (3%) Taxes other than income taxes 37 43 (16%) ----------------- ------------------ Total 1,206 1,377 (14%) ----------------- ------------------ Operating Income $ 123 $ 103 (16%) ================= ================== NATURAL GAS DISTRIBUTION OPERATING DATA: THROUGHPUT DATA IN BCF Residential 77 67 (13%) Commercial and Industrial 77 72 (6%) ----------------- ------------------ Total Throughput 154 139 (10%) ================= ================== WEATHER (AVERAGE FOR SERVICE AREA) Percentage of normal: Heating degree days 91% 84% (7%) AVERAGE NUMBER OF CUSTOMERS: Residential 2,851,514 2,889,013 1% Commercial and Industrial 248,826 253,519 2% ----------------- ------------------ Total 3,100,340 3,142,532 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 March 31, ------------------------------------- % Diff 2005 2006 Fav/(Unfav) ------------------------------------- ---------------- RESULTS OF OPERATIONS: Revenues $ 925 $ 1,163 26% ------------- -------------- Expenses: Natural gas 902 1,129 (25%) Operation and maintenance 5 8 (60%) Depreciation and amortization 1 - - Taxes other than income taxes 1 1 - ------------- -------------- Total 909 1,138 (25%) ------------- -------------- Operating Income $ 16 $ 25 56% ============= ============== COMPETITIVE NATURAL GAS SALES AND SERVICES OPERATING DATA: THROUGHPUT DATA IN BCF Wholesale - third parties 82 89 9% Wholesale - affiliates 14 11 (21%) Retail 47 48 2% Pipeline 19 10 (47%) ------------- -------------- Total Throughput 162 158 (2%) ============= ============== AVERAGE NUMBER OF CUSTOMERS: Wholesale 136 145 7% Retail 6,224 6,517 5% Pipeline 153 147 (4%) ------------- -------------- Total 6,513 6,809 5% ============= ============== PIPELINES AND FIELD SERVICES ----------------------------------------------------------- Quarter Ended March 31, -------------------------------------- % Diff 2005 2006 Fav/(Unfav) -------------------------------------- ---------------- RESULTS OF OPERATIONS: Revenues $ 121 $ 125 3% ------------- -------------- Expenses: Natural gas 7 (4) 157% Operation and maintenance 34 39 (15%) Depreciation and amortization 11 12 (9%) Taxes other than income taxes 5 5 - ------------- -------------- Total 57 52 9% ------------- -------------- Operating Income $ 64 $ 73 14% ============= ============== PIPELINES AND FIELD SERVICES OPERATING DATA: THROUGHPUT DATA IN BCF Natural Gas Sales 1 - - Transportation 271 274 1% Gathering 83 88 6% Elimination (1) - - ------------- -------------- Total Throughput 354 362 2% ============= ============== 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 March 31, ------------------------------------- % Diff 2005 2006 Fav/(Unfav) ----------------- ----------------- ---------------- RESULTS OF OPERATIONS: Revenues $ 7 $ 4 (43%) Expenses 14 9 36% ----------------- ----------------- Operating Loss $ (7) $ (5) 29% ================= ================= Capital Expenditures by Segment (Millions of Dollars) (Unaudited) ------------------------------------- Quarter Ended March 31, ------------------------------------- 2005 2006 ----------------- ----------------- CAPITAL EXPENDITURES BY SEGMENT Electric Transmission & Distribution $ 55 $ 79 Natural Gas Distribution 40 40 Competitive Natural Gas Sales and Services - 6 Pipelines and Field Services 22 30 Other Operations 5 10 ----------------- ----------------- Total $122 $ 165 ================= ================= Interest Expense Detail (Millions of Dollars) (Unaudited) ------------------------------------- Quarter Ended March 31, ------------------------------------- 2005 2006 ----------------- ----------------- INTEREST EXPENSE DETAIL Amortization of Deferred Financing Cost $ 20 $ 14 Capitalization of Interest Cost (1) (1) Transition Bond Interest Expense 9 32 Other Interest Expense 154 103 ----------------- ----------------- Total Interest Expense $ 182 $ 148 ================= =================
CenterPoint Energy, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Millions of Dollars) (Unaudited) December 31, March 31, 2005 2006 ------- ------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 74 $ 113 Other current assets 2,817 2,075 ------- ------- Total current assets 2,891 2,188 ------- ------- PROPERTY, PLANT AND EQUIPMENT, NET 8,492 8,571 ------- ------- OTHER ASSETS: Goodwill 1,709 1,709 Regulatory assets 2,955 2,934 Other non-current assets 1,069 1,014 ------- ------- Total other assets 5,733 5,657 ------- ------- TOTAL ASSETS $17,116 $16,416 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of transition bond long-term debt $ 73 $ 126 Current portion of other long-term debt 266 519 Other current liabilities 2,675 2,020 ------- ------- Total current liabilities 3,014 2,665 ------- ------- OTHER LIABILITIES: Accumulated deferred income taxes, net and investment tax credit 2,520 2,484 Regulatory liabilities 728 785 Other non-current liabilities 990 906 ------- ------- Total other liabilities 4,238 4,175 ------- ------- LONG-TERM DEBT: Transition bond 2,407 2,335 Other 6,161 5,896 ------- ------- Total long-term debt 8,568 8,231 ------- ------- SHAREHOLDERS' EQUITY 1,296 1,345 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $17,116 $16,416 ======= ======= 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) Three Months Ended March 31, ---------------------------- 2005 2006 ----- ----- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 67 $ 88 Discontinued operations, net of tax -- -- ----- ----- Income from continuing operations 67 88 Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities: Depreciation and amortization 150 154 Deferred income taxes and investment tax credit 48 4 Changes in net regulatory assets and liabilities (86) 23 Changes in other assets and liabilities (363) 23 Other, net 4 23 ----- ----- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES OF CONTINUING OPERATIONS (180) 315 NET CASH USED IN OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS (22) -- ----- ----- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (202) 315 NET CASH USED IN INVESTING ACTIVITIES (118) (201) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 460 (75) ----- ----- NET INCREASE IN CASH AND CASH EQUIVALENTS 140 39 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 165 74 ----- ----- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 305 $ 113 ===== ===== Reference is made to the Notes to the Consolidated Financial Statements contained in the Annual Report on Form 10-K of CenterPoint Energy, Inc.