SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): June 4, 2003
RELIANT RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-16455 76-0655566
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1111 LOUISIANA STREET
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 497-3000
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In this Form 8-K, and in each Exhibit included as a part of the Form 8-K,
"Reliant Resources" refers to Reliant Resources, Inc., and "we," "us" and "our"
refer to Reliant Resources, Inc. and its subsidiaries, unless we specify or the
context indicates otherwise.
ITEM 5. OTHER EVENTS.
Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 to this Current Report on
Form 8-K, which are incorporated by reference herein, give effect to the
following items within our Selected Financial Data, Management's Discussion and
Analysis of Financial Condition and Results of Operations, Quantitative and
Qualitative Disclosures About Market Risk, and historical consolidated financial
statements, as reported in our Annual Report on Form 10-K/A for the year ended
December 31, 2002:
o certain reclassifications necessary to present our European energy
operations as discontinued operations in accordance with Statement of
Financial Accounting Standards (SFAS) No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" as a result of our
signing an agreement to sell these operations in February 2003 (see
note 23 to our consolidated financial statements included in Exhibit
99.4 of this Form 8-K);
o certain reclassifications to present the extinguishment of debt
originally recorded in 2000 as an extraordinary item to a component of
discontinued operations in accordance with SFAS No. 145, "Rescission
of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.
13, and Technical Corrections" (see note 2(t) to our consolidated
financial statements included in Exhibit 99.4 of this Form 8-K);
o certain reclassifications between our wholesale energy segment and our
retail energy segment, as effective January 1, 2003, we began
reporting our Electric Reliability Council of Texas (ERCOT) generation
facilities, which consists of seven power generation units at two
facilities with an aggregate net generation capacity of 805 MW located
in Texas, in our retail energy segment rather than our wholesale
energy segment (see note 20 to our consolidated financial statements
included in Exhibit 99.4 of this Form 8-K); and
o the pro forma financial statement effect for each of the three years
ended December 31, 2002, as if we had adopted SFAS No. 143,
"Accounting for Asset Retirement Obligations" as of January 1, 2000
(see note 22 to our consolidated financial statements included in
Exhibit 99.4 of this Form 8-K).
The items discussed above did not affect net income for each of the five
years in the period ended December 31, 2002.
Except as otherwise expressly noted, the financial statement disclosures,
management estimates and forward-looking statements contained in this Current
Report on Form 8-K have not been updated to reflect any developments subsequent
to December 31, 2002.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
When we make statements containing projections about our revenues, income,
earnings and other financial items, our plans and objectives for the future,
future economic performance, or when we make statements containing any other
projections or estimates about our assumptions relating to these types of
statements, we are making "forward-looking statements." These statements usually
relate to future events and anticipated revenues, earnings, business strategies,
competitive position or other aspects of our operations or operating results. In
many cases you can identify forward-looking statements by terminology such as
"anticipate," "estimate," "believe," "continue," "could," "intend," "may,"
"plan," "potential," "predict," "should," "will," "expect," "objective,"
"projection," "forecast," "goal," "guidance," "outlook" and other similar words.
However, the absence of these words does not mean that the statements are not
forward-looking. Although we believe that the expectations and the underlying
assumptions reflected in our forward-looking statements are reasonable, there
can be no assurance that these
expectations will prove to be correct. Forward-looking statements are not
guarantees of future performance or events. Such statements involve a number of
risks and uncertainties, and actual results may differ materially from the
results discussed in the forward-looking statements.
In addition to the matters described in this report and the exhibits hereto,
the following are some of the factors that could cause actual results to differ
materially from those expressed or implied in our forward-looking statements:
o the application of, or changes in, the laws and regulations to which
we are subject;
o the outcome of pending lawsuits, governmental proceedings and
investigations;
o the effects of competition, including the extent and timing of the
entry of additional competitors in our markets;
o liquidity concerns in our markets;
o the degree to which we successfully integrate the operations and
assets of Orion Power Holdings, Inc. into our wholesale energy
segment;
o the successful and timely completion and start-up of our construction
projects;
o the timing and extent of changes in commodity prices and interest
rates;
o the availability of adequate supplies of fuel, water, and associated
transportation necessary to operate our generation portfolio;
o weather variations and other natural phenomena, which can affect the
demand for power from or our ability to produce power at our
generating facilities;
o financial market conditions and our access to capital, including
availability of funds in the capital markets;
o the creditworthiness or bankruptcy or other financial distress of our
counterparties;
o actions by rating agencies with respect to us or our competitors;
o acts of terrorism or war;
o the availability and price of insurance;
o the reliability of the systems, procedures and other infrastructure
necessary to operate our retail electric business, including the
systems owned and operated by the independent system operator in
ERCOT;
o political, legal, regulatory and economic conditions and developments
in the United States;
o the successful operation of deregulating power markets; and
o the resolution of the refusal by certain California market
participants to pay our receivables balances and the resolution of the
refund methodologies.
Each forward-looking statement speaks only as of the date of the particular
statement, and we undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Selected Financial Data.
99.2 Management's Discussion and Analysis of Financial Condition
and Results of Operations.
99.3 Quantitative and Qualitative Disclosures About Market Risk.
99.4 Financial Statements and Supplementary Data of Reliant
Resources, Inc. and Subsidiaries.
99.5 Independent Auditors' Consent.
99.6 Glossary of Terms.
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.
RELIANT RESOURCES, INC.
(Registrant)
Date: June 4, 2003 By: /s/ Thomas C. Livengood
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Thomas C. Livengood
Vice President and
Controller
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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99.1 Selected Financial Data.
99.2 Management's Discussion and Analysis of Financial Condition and
Results of Operations.
99.3 Quantitative and Qualitative Disclosures About Market Risk.
99.4 Financial Statements and Supplementary Data of Reliant Resources,
Inc. and Subsidiaries.
99.5 Independent Auditors' Consent.
99.6 Glossary of Terms.