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): November 14, 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.)
1000 MAIN 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 (a) Selected Financial Data, Management's Discussion
and Analysis of Financial Condition and Results of Operations and Quantitative
and Qualitative Disclosures About Market Risk as last reported in our Current
Report on Form 8-K filed on June 5, 2003 and (b) historical consolidated
financial statements as last reported in our Current Report on Form 8-K filed on
June 30, 2003, all for the year ended December 31, 2002:
- certain reclassifications necessary to present our Desert Basin plant
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 in July 2003 to sell these operations (see note 25 to our
consolidated financial statements included in Exhibit 99.4 of this Form
8-K);
- certain reclassifications as of and for the year ended December 31,
2002 in order to make these consolidated financial statements conform
to the presentation in our Quarterly Report on Form 10-Q filed on
November 12, 2003.
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.
We tested our wholesale energy segment's goodwill for impairment effective
July 2003 as required under SFAS No. 142, "Goodwill and Other Intangible
Assets," due to the disposition of our Desert Basin plant operations. In
connection with this July 2003 impairment analysis, we recognized an impairment
of $985 million (pre-tax and after-tax) during the three months ended September
30, 2003, relating to our wholesale energy reporting unit. See note 7 to our
interim financial statements included in our Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2003 for more information on the
impairment.
CAUTIONARY STATEMENTS 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, transactions for the sale of parts of our
operations and financings related thereto, 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
attached 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:
- changes in laws and regulations, including deregulation, re-regulation
and restructuring of the electric utility industry, changes in or
application of environmental and other laws and regulations to which we
are subject, and changes in or application of laws or regulations
applicable to other aspects of our business, such as hedging
activities;
- the outcome of pending lawsuits, governmental proceedings and
investigations;
- the effects of competition, including the extent and timing of the
entry of additional competitors in our markets;
- liquidity concerns in our markets;
- our pursuit of potential business strategies;
- the timing and extent of changes in commodity prices and interest
rates;
- the availability of adequate supplies of fuel, water and associated
transportation necessary to operate our portfolio of generation assets;
- weather variations and other natural phenomena, which can affect the
demand for power from or our ability to produce power at our generating
facilities;
- financial market conditions and our access to capital, including
availability of funds in the capital markets for merchant generation
companies;
- the creditworthiness or bankruptcy or other financial distress of our
counterparties;
- actions by rating agencies with respect to us or our competitors;
- acts of terrorism or war;
- the availability and price of insurance;
- political, legal, regulatory and economic conditions and developments;
- the successful operation of deregulating power markets; 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;
- the resolution of the refusal by certain California market participants
to pay our receivables balances and the resolution of the refund
methodologies; and
- the outcome of regulatory approval processes relating to the pending
sale of our European energy operations (including the impact of these
processes under the terms and conditions of the share purchase
agreement relating to the disposition of these operations) and the
consequences of a significant delay in the consummation of, or the
termination of, the share purchase agreement relating to these
operations.
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: November 14, 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.