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): JANUARY 27, 2003 ---------- 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 ----------
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is filed herewith: 99.1 Press Release issued January 27, 2003 ITEM 9. REGULATION FD DISCLOSURE. 2003 EARNINGS GUIDANCE FOR TEXAS GENCO HOLDINGS, INC. On January 27, 2003, Texas Genco Holdings, Inc. (Texas Genco), a majority-owned subsidiary of CenterPoint Energy, Inc. (CenterPoint Energy), issued a press release (Press Release) providing preliminary earnings guidance for 2003 in the range of $1.10 to $1.30 per share. A copy of the Press Release is attached to this report as Exhibit 99.1 and is incorporated by reference herein. AMENDMENT TO FORM U-1 On January 27, 2003, CenterPoint Energy filed a post-effective amendment on Form U-1/A (File Number 070-09895) seeking authority for a modification of existing financing authority under the Public Utility Holding Company Act of 1935. Such filing is incorporated herein by reference. The information in Item 9 of this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 9 of this report 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 by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by CenterPoint Energy, that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of CenterPoint Energy or any of its affiliates. FORWARD-LOOKING STATEMENTS Some of the statements in this report 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. In some cases, you can identify forward-looking statements by the words "anticipates," "believes," "continue," "could," "estimates," "expects," "forecast," "goal," "intends," "may," "objective," "plans," "potential," "predicts," "projection," "should," "will," or other similar words. CenterPoint Energy has based its forward-looking statements on its management's beliefs and assumptions based on information available at the time the statements are made. CenterPoint Energy cautions you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, actual results may differ materially from those expressed or implied by CenterPoint Energy's forward-looking statements. 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 CenterPoint Energy undertakes no obligation to update or revise publicly any forward-looking statements. The following list identifies some of the factors that could cause actual results to differ from those expressed or implied by CenterPoint Energy's forward-looking statements: o state and federal legislative and regulatory actions or developments, including deregulation, re-regulation and restructuring of the electric utility industry, constraints placed on CenterPoint Energy's activities by the Public Utility Holding Company Act of 1935, changes in or application of laws or regulations applicable to other aspects of CenterPoint Energy's business and actions with respect to, among other things: -- approval of stranded costs; -- allowed rates of return; 2
-- rate structures; -- recovery of investments; and -- operation and construction of facilities; o non-payment for CenterPoint Energy's services due to financial distress of its customers; o the successful and timely completion of CenterPoint Energy's capital projects; o industrial, commercial and residential growth in CenterPoint Energy's service territory and changes in market demand and demographic patterns; o changes in business strategy or development plans; o unanticipated changes in interest rates or rates of inflation; o unanticipated changes in operating expenses and capital expenditures; o weather variations and other natural phenomena; o commercial bank and financial market conditions, CenterPoint Energy's access to capital, the cost of such capital, receipt of certain approvals under the Public Utility Holding Company Act of 1935, and the results of CenterPoint Energy's financing and refinancing efforts, including availability of funds in the debt capital markets; o actions by rating agencies; o legal and administrative proceedings and settlements; o changes in tax laws; o significant changes in CenterPoint Energy's relationship with its employees, including the availability of qualified personnel and the potential adverse effects if labor disputes or grievances were to occur; o significant changes in critical accounting policies material to CenterPoint Energy; o acts of terrorism or war, including any direct or indirect effect on CenterPoint Energy's business resulting from terrorist attacks such as occurred on September 11, 2001 or any similar incidents or responses to those incidents; o the availability and price of insurance; o the outcome of the pending securities lawsuits against Reliant Energy, Incorporated and Reliant Resources, Inc.; o the outcome of the SEC investigation relating to the treatment in CenterPoint Energy's consolidated financial statements of certain activities of Reliant Resources, Inc.; o the ability of Reliant Resources, Inc. to satisfy its indemnity obligations to CenterPoint Energy; o the reliability of the systems, procedures and other infrastructure necessary to operate the retail electric business in CenterPoint Energy's service territory, including the systems owned and operated by the independent system operator in the Electric Reliability Council of Texas, Inc.; o political, legal, regulatory and economic conditions and developments in the United States; and o other factors discussed in CenterPoint Energy's filings with the SEC. 3
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: January 27, 2003 By: /s/ Rufus S. Scott ---------------------------------- Rufus S. Scott Vice President, Deputy General Counsel and Assistant Corporate Secretary 4
EXHIBIT INDEX
EXHIBIT 99.1 For more information contact: [TEXAS GENCO LOGO] MEDIA: Leticia Lowe, 713-207-7702 INVESTORS Marianne Paulsen, 713-207-6500 FOR IMMEDIATE RELEASE Page 1 of 1 - -------------------------------------------------------------------------------- TEXAS GENCO HOSTS BUSINESS OVERVIEW CONFERENCE CALL/WEBCAST AND PROVIDES 2003 EARNINGS PER SHARE GUIDANCE HOUSTON, TX - January 27, 2003 - Texas Genco Holdings, Inc. (NYSE: TGN), a majority-owned subsidiary of CenterPoint Energy, Inc. (NYSE:CNP), will host a live webcast of its conference call on January 27, 2003, at 1:30 p.m. CST in which it will present a general overview of its business. Texas Genco, one of the largest wholesale electric companies in the U.S., sells capacity, energy and ancillary services in the Texas wholesale electric market which opened for retail competition in January, 2002. CenterPoint Energy distributed approximately 19 percent of the outstanding shares of Texas Genco common stock to CenterPoint Energy shareholders on January 6, 2003. The publicly traded common stock of Texas Genco will be used to determine the market value of the generating assets for the quantification of CenterPoint Energy's stranded costs in the 2004 true-up proceeding by the Texas Public Utility Commission. This method is prescribed by Senate Bill 7, the law enacted by the Texas legislature that opened the electric market to retail competition. During the conference call, the company plans to discuss its earnings outlook for 2003. "The pricing environment in which we conducted our initial auctions for our 2003 capacity was substantially improved over 2002, resulting in higher revenues for the 74 percent of our 2003 capacity already sold," said David Tees, president and chief executive officer of Texas Genco. "We expect to auction the remaining capacity in January, March and July, at pricing higher than we received in 2002. The Texas electric market continues to mature and we are adjusting our auction products to meet customer requirements and are continuing to improve the efficiency of our operations." As a result of these and other factors which management will discuss on the call, the company is providing preliminary 2003 earnings guidance in the range of $1.10 to $1.30 per share. Interested parties may listen to a live audio broadcast of the conference call at either www.txgenco.com/investors, or www.centerpointenergy.com/investors. Company management will refer to a slide presentation during the call, which will be available on both websites prior to the call. A replay of the call can be accessed approximately two hours after the completion of the call, and will be archived on the websites for 14 days. News Release - January 27, 2003 Texas Genco, a subsidiary of CenterPoint Energy, Inc., is not the same company as CenterPoint Energy , and you do not have to buy Texas Genco's products to continue to receive quality regulated services from CenterPoint Energy.
For more information contact: [TEXAS GENCO LOGO] MEDIA: Leticia Lowe, 713-207-7702 INVESTORS Marianne Paulsen, 713-207-6500 FOR IMMEDIATE RELEASE Page 2 of 2 - -------------------------------------------------------------------------------- Texas Genco Holdings, Inc., based in Houston, Texas, is one of the largest wholesale electric power generating companies in the United States with over 14,000 megawatts of generation capacity. It sells electric generation capacity, energy and ancillary services in one of the nation's largest power markets, the Electric Reliability Council of Texas (ERCOT). Texas Genco has one of the most diversified generation portfolios in Texas, using natural gas, coal, lignite, and uranium fuels. The company owns and operates 60 generating units at 11 electric power-generating facilities and owns a 30.8 percent interest in a nuclear generating plant. Texas Genco currently is a majority-owned subsidiary of CenterPoint Energy, Inc. (NYSE:CNP). For more information, visit our web site at www.txgenco.com. Some of the statements in this release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events, our future financial performance or our projected business results and involve known and unknown risks and uncertainties. Actual results may differ materially from those expressed or implied by these statements. In some cases, you can identify our forward-looking statements by the words "anticipate," "believe," "continue," " could," "estimate," "expect," intend," "may," "plan," "potential," "predict," "should," "will," or other similar words. The following list identifies some of the factors that could cause actual results to differ materially from those expressed or implied by our forward-looking statements: o state and federal legislative and regulatory developments, including deregulation; re-regulation and restructuring of the ERCOT market; and changes in, or application of environmental and other laws and regulations to which we are subject, o the effects of competition, including the extent and timing of the entry of additional competitors in the ERCOT market, o the results of our capacity auctions, o the timing and extent of changes in commodity prices, particularly natural gas, o weather variations and other natural phenomena, o our access to capital and credit, o political, legal and economic conditions and developments in the United States, and o other factors we discuss in our filings with the SEC. We have based our forward-looking statements on our management's belief and assumptions based on information 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, actual results may differ materially from those expressed or implied by our forward-looking statements. ### News Release - January 27, 2003 Texas Genco, a subsidiary of CenterPoint Energy, Inc., is not the same company as CenterPoint Energy , and you do not have to buy Texas Genco's products to continue to receive quality regulated services from CenterPoint Energy.