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): OCTOBER 17, 2002
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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) 207-3000
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ITEM 5. OTHER EVENTS.
ANNOUNCEMENT OF THIRD QUARTER 2002 RESULTS
On October 17, 2002, CenterPoint Energy, Inc. ("CenterPoint Energy")
reported third quarter 2002 earnings. For additional information regarding
CenterPoint Energy's third quarter 2002 earnings, please refer to CenterPoint
Energy's press release attached to this report as Exhibit 99.1 (the "Press
Release"), which Press Release, other than the information therein under the
caption "Outlook for 2002 and 2003," is incorporated by reference herein.
MANAGEMENT CONFERENCE CALL
On October 17, 2002, executives of CenterPoint Energy spoke to the
public, as well as various members of the financial and investment community in
Houston, Texas regarding CenterPoint Energy's third quarter 2002 results. A
replay of this presentation has been made available on CenterPoint Energy's web
site found at www.centerpointenergy.com in the Investor Relations section and
will be archived for 14 days after the event. In addition, a replay of the
presentation can be accessed until October 24, 2002, 6 p.m. Houston time, by
calling (800) 642-1687 (Conference I.D. 6018429).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed herewith:
99.1 Press Release issued October 17, 2002 regarding CenterPoint
Energy's third quarter 2002 earnings.
ITEM 9. REGULATION FD DISCLOSURE.
CenterPoint Energy incorporates by reference into this Item 9 the
information in the Press Release under the caption "Outlook for 2002 and 2003."
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 therein 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 the press release incorporated by reference
herein 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 our 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.
We have based our forward-looking statements on our management's
beliefs and assumptions based on information available 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. 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 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 our forward-looking
statements:
2
o state, federal and international legislative and regulatory actions or
developments, including deregulation, re-regulation and restructuring of
the electric utility industry, changes in or application of laws or
regulations applicable to other aspects of our business and actions with
respect to, among other things:
o approval of stranded costs;
o allowed rates of return;
o rate structures;
o recovery of investments; and
o operation and construction of facilities;
o non-payment for our services due to financial distress of our customers;
o the successful and timely completion of our capital projects;
o industrial, commercial and residential growth in our 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, our access to capital, the
cost of such capital, receipt of certain approvals under the 1935 Act and
the results of our 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 our relationship with our 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 us;
o acts of terrorism or war, including any direct or indirect effect on our
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 our
consolidated financial statements of certain activities of Reliant
Resources, Inc.;
3
o the reliability of the systems, procedures and other infrastructure
necessary to operate the retail electric business in our 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 our filings with the SEC.
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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: October 17, 2002 By: /s/ James S. Brian
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James S. Brian
Senior Vice President and
Chief Accounting Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99.1 Press Release issued October 17, 2002 regarding CenterPoint Energy's
third quarter 2002 earnings.
6