Filed by Bowne Pure Compliance
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the Fiscal Year Ended December 31, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission file number 1-16455
A. |
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Full title of the plan and the address of the plan, if different from that of the issuer named
below: |
Reliant Energy, Inc. Savings Plan
P.O. Box 148
Houston, TX 77001-0148
B. |
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Name and issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
Reliant Energy, Inc.
1000 Main Street
Houston, TX 77002
RELIANT ENERGY, INC. SAVINGS PLAN
TABLE OF CONTENTS
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1 |
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FINANCIAL STATEMENTS: |
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SUPPLEMENTAL SCHEDULE: |
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9 |
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The following schedules required by the Department of Labors regulations are omitted due to the
absence of the conditions under which they are required: |
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Schedule of Reportable Transactions |
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Schedule of Nonexempt Transactions |
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Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible |
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Schedule of Leases in Default or Classified as Uncollectible |
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Schedule of Assets Acquired and Disposed of Within the Plan Year |
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EXHIBITS: |
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Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants in the
Reliant Energy, Inc. Savings Plan:
We have audited the accompanying statements of net assets available for benefits of the Reliant
Energy, Inc. Savings Plan (the Plan) as of December 31, 2007 and 2006, and the statement of
changes in net assets available for benefits for the year ended December 31, 2007. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and
the changes in net assets available for benefits for the year ended December 31, 2007 in conformity
with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The accompanying supplemental schedule, listed in the Table of Contents, is
presented for the purpose of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
The supplemental schedule is the responsibility of the Plans management. The supplemental schedule
has been subjected to the auditing procedures applied in our audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
MELTON & MELTON, L.L.P.
Houston, Texas
June 30, 2008
- 1 -
RELIANT ENERGY, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
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December 31, |
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2007 |
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2006 |
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ASSETS: |
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Investments, at fair value |
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$ |
448,691,407 |
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$ |
377,720,036 |
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Participant Loans |
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7,278,084 |
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7,026,323 |
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Contributions Receivable-Employer |
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4,254,592 |
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3,749,113 |
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NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
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460,224,083 |
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388,495,472 |
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Adjustment from fair value to contract
value for interest in collective trust
relating to fully benefit-responsive
investment contracts |
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(411,462 |
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478,823 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
459,812,621 |
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$ |
388,974,295 |
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See notes to financial statements.
- 2 -
RELIANT ENERGY, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2007
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ADDITIONS: |
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Contributions: |
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Employer |
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$ |
19,565,429 |
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Participant |
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21,615,870 |
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Investment Income: |
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Interest |
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2,921,840 |
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Dividends |
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20,923,024 |
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Net appreciation in fair value of investments |
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40,441,380 |
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Assets transferred in, net |
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1,165,451 |
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Other Income |
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449,944 |
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Total additions |
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107,082,938 |
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DEDUCTIONS: |
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Benefits paid to participants |
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36,144,502 |
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Administrative expenses |
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100,110 |
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Total deductions |
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36,244,612 |
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NET INCREASE |
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70,838,326 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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BEGINNING OF YEAR |
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388,974,295 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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END OF YEAR |
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$ |
459,812,621 |
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See notes to financial statements.
- 3 -
RELIANT ENERGY, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. |
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DESCRIPTION OF THE PLAN |
General - The Reliant Energy, Inc. Savings Plan (the Plan), is a defined contribution plan
sponsored by Reliant Energy, Inc. covering substantially all of the eligible non-bargaining
employees of Reliant Energy, Inc. or a subsidiary or an affiliate of Reliant Energy, Inc.
(collectively, the Company) that has adopted the Plan. The following description of the Plan
is provided for general information purposes only. Participants should refer to the Plan
document for a more complete description of the Plan provisions. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Eligibility - Employees shall be initially eligible to participate in the Plan as soon as
practicable following the date the employee first begins service with the Company. Any
participant who terminates service and subsequently recommences service with the Company shall
again become eligible to participate in the Plan as soon as practicable following the first
date the employee recommences service; provided, however, that each such employee is otherwise
eligible to become a participant pursuant to the terms of the Plan.
Contributions - Participants may elect to contribute to the Plan on a pre-tax and/or after-tax
basis through periodic payroll contributions. Pre-tax contributions may be made from 1% up to
50% of the participants eligible compensation each pay period. Additionally, participants may
elect to make after-tax contributions from 1% up to 16% of eligible compensation each pay
period. Active participants who are, or will be, age 50 or older during a calendar year are
eligible to make additional pre-tax contributions (Catch-Up Contributions) to the Plan for
that year in excess of the annual pre-tax contribution limit up to a maximum amount permitted
by the Internal Revenue Code (the Code). The total amount of participant pre-tax
contributions was limited to $15,500 and $15,000 in 2007 and 2006, respectively. The maximum
Catch-Up Contribution amount was $5,000 for 2007 and 2006. Any contributions in excess of the
pre-tax contribution limit, excluding any Catch-Up Contributions, are made to the participants
after-tax account, unless the participant elects otherwise. All eligible compensation under the
Plan is subject to the section 401(a) (17) limit of the Code. This limit was $225,000 and
$220,000 for 2007 and 2006, respectively.
Plan participants who contribute also receive Company matching contributions equal to 100% of
the first 6% of the participants contribution. Under the provisions of the Plan, the Company
may make two types of discretionary contributions - one is a payroll discretionary
contribution and the other is an annual discretionary contribution. For any year, the Company
may elect, in its sole discretion, to make payroll discretionary contributions to the Plan on
behalf of participants in an amount equal to a prescribed percentage of pay for each payroll
period. The payroll discretionary contribution percentage for 2007 and 2006 was 2% and was
limited to the first $85,000 of the participants eligible compensation for the year. The
Company may also elect, in its sole discretion, to make an annual discretionary contribution of
up to 3% of the participants eligible compensation. The annual discretionary contribution may
be made in cash, the Company stock or a combination of cash and the Company stock, as
determined by the Chairman of the Board, Chief Executive Officer, President, or Chief Operating
Officer of the Company. This contribution will generally be made within 90 days following the
end of the Plan year. The annual discretionary contribution receivable at December 31, 2007 and
2006 was approximately $4.3 million and $3.7 million, respectively. Participants do not need to
contribute to the Plan to receive either type of discretionary contribution.
- 4 -
The Plan adopted a qualified Roth contribution program. Under this program, participants may
irrevocably elect to treat all or a portion of compensation that would otherwise be eligible to
defer as pre-tax contributions as designated Roth contributions, as defined in section
402A(c)(1) of the Code.
Effective April 1, 2007, the Plan was amended to provide for the automatic enrollment of
eligible employees into the Plan effective on the first day of the first full pay period
beginning 30 days after the employee has received written notice of such automatic enrollment
(the Automatic Contribution Notice Period). The initial contribution percentage will be 3%,
on a pre-tax basis, of eligible compensation beginning on the date the employee commences
automatic contributions, and incrementing 1% per year, to a maximum of 6%, effective in the
month of April of each year. If the employee elects, during the Automatic Contribution Notice
Period, not to make pre-tax contributions, or to make contributions to the Plan in an alternate
manner, then the automatic contribution provision will not apply.
Participant Accounts - Individual accounts are maintained for each Plan participant. Each
participants account is credited with the participants contributions, the Companys matching
contributions, allocations of Company discretionary contributions, if applicable, any rollover
contributions made by the participant and Plan earnings, and may be charged with an allocation
of administrative expenses. Participant accounts are funded as soon as administratively
possible. The benefit to which a participant is entitled is the benefit that can be provided
from the participants vested account.
Investments - Participants direct the investment of their contributions, the Companys matching
contribution and the Companys payroll discretionary contribution into various investment
options offered by the Plan. The Companys annual discretionary contribution may be made in
cash or Company stock. If the contribution is made in Company stock, participants can transfer
this contribution to any available option.
Vesting - Participants are fully vested in their total account balance, including Company
contributions, under the Plan.
Participant Loans - Participants may borrow from their fund accounts up to a maximum of $50,000
or 50% of their account balance, whichever is less. During the period from July 1, 2006 to
December 31, 2006, as a result of Hurricanes Katrina, Rita, and Wilma, and in response to new
federal laws and IRS guidance, the Plan was amended to provide loans of up to $100,000 or 100%
of the participants vested account balance for certain eligible participants entitled to
disaster relief. Eligible participants may also request a one-year delay of the scheduled
repayment date. The loans are secured by the balance in the participants account and bear
interest at rates commensurate with local prevailing rates as determined under the Plan.
Principal and interest are paid ratably through payroll deductions.
Payment of Benefits - On termination of employment including death, disability, or retirement,
a participant or beneficiary may elect to receive either a lump-sum amount equal to the value
of the participants vested interest in his or her account, or monthly, quarterly, semi-annual
or annual installments not to exceed ten years.
- 5 -
2. |
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SIGNIFICANT ACCOUNTING POLICIES |
Basis of Financial Presentation - The accompanying financial statements of the Plan are
prepared under the accrual basis of accounting in conformity with accounting principles
generally accepted in the United States of America.
Fully Benefit-Responsive Investment Contracts - The Plan accounts for fully benefit-responsive
contracts according to Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and
SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and
Welfare Pension Plans (the FSP). As described in the FSP, investment contracts held by a
defined contribution plan are required to be reported at fair value. However, contract value is
the relevant measurement attribute for that portion of the net assets available for benefits of
a defined contribution plan attributable to fully benefit-responsive investment contracts
because contract value is the amount participants would receive if they were to initiate
permitted transactions under the terms of the Plan. The Plan invests in investment contracts
through participation in the Vanguard Retirement Savings Trust (the RST), a common/collective
trust fund. As required by the FSP, the Statement of Net Assets Available for Benefits presents
the fair value of the RST as well as the adjustment of the portion of the RST related to fully
benefit-responsive contracts from fair value to contract value. The Statement of Changes in Net
Assets Available for Benefits is prepared on a contract value basis. The effect on the 2007 and
2006 financial statements was an increase and decrease to the fair value of investments of
$411,462 and $478,823, respectively.
Use of Estimates - The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets, liabilities, and changes
therein, as of the date of the financial statements. Actual results could differ from those
estimates.
Market Risk - The Plan provides for investments in various investment securities, including
CenterPoint Energy, Inc. common stock (closed to new investment) and the Company common stock,
that are exposed to certain risks such as interest rate, credit, and overall market volatility.
Due to the level of risk, changes in the value of investment securities could occur in the
near term, and these changes could materially affect the amounts reported in the Statements of
Net Assets Available for Benefits.
Administrative Expenses - Administrative expenses of the Plan are paid by either the Plan or
the Plans sponsor as provided in the Plan document.
Payment of Benefits - Benefits are recorded when paid.
Investment Valuation and Income Recognition - The Plans investments are stated at fair value.
Shares of registered investment companies (mutual funds) are valued at quoted market prices
which represent the net asset value of shares held by the Plan at the end of the year. Units of
the RST are valued at net asset value at the end of the year, which approximates fair value.
The common stock funds are valued at the year-end unit closing price (comprised of the year-end
market price plus uninvested cash position). Participant loans are valued at cost which
approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest income is
accrued when earned. Dividend income, if any, is recorded on the ex-dividend date. Capital
gain distributions are included in dividend income.
Recent Accounting Pronouncement - In September 2006, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value
Measurements. SFAS 157 defines fair value, outlines a framework for measuring fair value and
requires additional disclosures about fair value measurements. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007. The Plan is
currently evaluating the impact of adopting SFAS 157.
- 6 -
3. |
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ASSETS TRANSFERRED TO THE PLAN |
During 2007, assets of approximately $1.2 million transferred to the Plan as a result of net
plan-to-plan transfers of participant account balances from the Reliant Energy, Inc. Union
Savings Plan.
Plan assets are held at Vanguard Fiduciary Trust Company (the Trustee). The following
presents investments that represent 5% or more of the Plans net assets:
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December 31, |
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2007 |
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2006 |
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Mutual Funds: |
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Neuberger Berman Genesis Trust |
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$ |
30,149,659 |
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$ |
27,130,397 |
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American Funds: EuroPacific Growth Fund |
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29,493,696 |
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22,163,737 |
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Vanguard 500 Index Fund Investor Shares |
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38,491,929 |
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35,736,659 |
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Vanguard Growth Equity Fund |
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32,030,033 |
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26,205,420 |
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Vanguard Windsor II Fund Investor Shares |
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37,460,021 |
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35,664,962 |
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Common/Collective Trust Funds: |
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Vanguard Retirement Savings Trust * |
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53,968,223 |
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50,238,831 |
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Common Stock Funds: |
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Reliant Energy Common Stock Fund |
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57,170,040 |
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42,694,337 |
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* |
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Includes adjustments to contract value of $(411,462) and $478,823 for interest in
collective trust relating to fully benefit-responsive contracts in 2007 and 2006,
respectively. |
During 2007, the Plans investments, including gains and losses on investments bought and sold,
as well as held during the year, appreciated in value as follows:
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Mutual funds |
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$ |
9,054,246 |
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Common stocks |
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31,387,134 |
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$ |
40,441,380 |
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Although it has not expressed any intention to do so, the Company has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of a plan termination, participants would remain 100% vested
in their account.
6. |
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RELATED PARTY TRANSACTIONS |
The Plan invests in shares of mutual funds and a common/collective trust fund managed by an
affiliate of the Trustee, as well as in shares of common stock of the Company. The Plan also
provides for loans to participants. Transactions in such investments qualify as
party-in-interest transactions which are exempt from the prohibited transaction rules.
- 7 -
The Plan obtained its latest determination letter dated July 23, 2007, in which the Internal
Revenue Service stated that the Plan was in compliance with the applicable requirements of the
Code. The plan administrator believes that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Code. Therefore, no provision for income
taxes has been included in the Plans financial statements.
The Plan was amended, effective January 1, 2008, to determine eligible compensation for the
purpose of annual discretionary contributions, to include compensation earned while
participating in another qualified plan sponsored by the Company. The payroll discretionary
company contribution of 2% will be limited to the Social Security wage base for each calendar
year. In addition, the Plan adopted an automatic enrollment feature for employees eligible to
participate in the Plan initially employed on or after January 1, 2008, and after being duly
provided an automatic contribution notice, or eligible to participate in the Plan on April 30,
2008, and have not affirmatively elected to make or not to make contributions to the Plan. Such
employees shall be automatically enrolled in the Plan to make pre-tax contributions. The
amendment also allows unclaimed benefits to be used to reinstate any previously forfeited
benefits or to reduce Company contributions.
- 8 -
RELIANT ENERGY, INC. SAVINGS PLAN
Schedule H, Line 4(i) Schedule of Assets (Held at End of Year)
As of December 31, 2007
EIN 76-0655566
PLAN 001
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(a) |
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(b) |
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(c) |
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(d) |
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(e) |
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Description of investment including |
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Identity of issue, borrower, lessor or |
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maturity date, rate of interest, |
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similar party |
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collateral, par, or maturity value |
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Cost |
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Current value |
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Mutual Funds: |
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* |
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American Funds: EuroPacific Growth Fund |
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Registered Investment Company |
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(1) |
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$ |
29,493,696 |
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* |
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American Funds: New Perspective Fund |
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Registered Investment Company |
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(1) |
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6,802,241 |
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* |
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American Funds: The Growth Fund of America |
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Registered Investment Company |
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(1) |
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4,691,880 |
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* |
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Artisan International Fund, International Shares |
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Registered Investment Company |
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(1) |
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9,017,127 |
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* |
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Davis New York Venture Fund, Inc. Class A Shares |
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Registered Investment Company |
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(1) |
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2,157,154 |
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* |
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Dodge & Cox Balanced Fund |
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Registered Investment Company |
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(1) |
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13,704,452 |
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* |
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Fidelity Securities Fund: Fidelity Dividend Growth Fund |
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Registered Investment Company |
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(1) |
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5,991,521 |
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Harris Associates Investment Trust: |
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* |
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Oakmark Fund; Class I Shares |
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Registered Investment Company |
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(1) |
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1,855,908 |
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* |
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Neuberger Berman Genesis Trust |
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Registered Investment Company |
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(1) |
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30,149,659 |
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PIMCO Funds: Pacific Investment |
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* |
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Management Series: Total Return |
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Registered Investment Company |
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(1) |
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15,009,158 |
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* |
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T. Rowe Price Equity Income Fund Advisor Class |
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Registered Investment Company |
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(1) |
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1,915,745 |
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* |
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T. Rowe Small-Cap Stock Fund Advisor Class |
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Registered Investment Company |
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(1) |
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3,518,129 |
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* |
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Turner Small Cap Growth Fund Class I Shares |
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Registered Investment Company |
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(1) |
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7,337,520 |
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* |
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Vanguard 500 Index Fund Investor Shares |
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Registered Investment Company |
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(1) |
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38,491,929 |
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* |
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Vanguard Capital Opportunity Fund |
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Registered Investment Company |
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(1) |
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10,120,145 |
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* |
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Vanguard Growth Equity Fund |
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Registered Investment Company |
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(1) |
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32,030,033 |
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* |
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Vanguard PRIMECAP Fund |
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Registered Investment Company |
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(1) |
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6,538,743 |
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* |
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Vanguard Target Retirement 2005 Fund |
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Registered Investment Company |
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(1) |
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876,579 |
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* |
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Vanguard Target Retirement 2010 Fund |
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Registered Investment Company |
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(1) |
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1,231,144 |
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* |
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Vanguard Target Retirement 2015 Fund |
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Registered Investment Company |
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(1) |
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11,105,659 |
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* |
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Vanguard Target Retirement 2020 Fund |
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Registered Investment Company |
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(1) |
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1,583,030 |
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* |
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Vanguard Target Retirement 2025 Fund |
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Registered Investment Company |
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(1) |
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18,927,209 |
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RELIANT ENERGY, INC. SAVINGS PLAN
Schedule H, Line 4(i) Schedule of Assets (Held at End of Year)
As of December 31, 2007 continued
EIN 76-0655566
PLAN 001
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(a) |
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(b) |
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(c) |
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(d) |
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(e) |
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Description of investment including |
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Identity of issue, borrower, lessor or |
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maturity date, rate of interest, |
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similar party |
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collateral, par, or maturity value |
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Cost |
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Current value |
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* |
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Vanguard Target Retirement 2030 Fund |
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Registered Investment Company |
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(1) |
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686,914 |
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* |
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Vanguard Target Retirement 2035 Fund |
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Registered Investment Company |
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(1) |
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9,030,752 |
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* |
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Vanguard Target Retirement 2040 Fund |
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Registered Investment Company |
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(1) |
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489,480 |
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* |
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Vanguard Target Retirement 2045 Fund |
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Registered Investment Company |
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(1) |
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4,127,903 |
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* |
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Vanguard Target Retirement 2050 Fund |
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Registered Investment Company |
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(1) |
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610,888 |
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* |
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Vanguard Target Retirement Income Fund |
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Registered Investment Company |
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(1) |
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1,415,167 |
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* |
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Vanguard Total Bond Market Index Fund |
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Registered Investment Company |
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(1) |
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9,556,736 |
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* |
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Vanguard Total Stock Market Fund Investor Shares |
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Registered Investment Company |
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(1) |
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8,911,415 |
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* |
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Vanguard Windsor II Fund Investor Shares |
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Registered Investment Company |
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(1) |
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37,460,021 |
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Common/Collective Trust Funds: |
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* |
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Vanguard Retirement Savings Trust |
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Common/Collective Trust |
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(1) |
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$ |
53,968,223 |
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Common Stock Funds: |
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* |
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CenterPoint Energy Stock Fund |
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Company Stock Fund |
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(1) |
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$ |
12,303,745 |
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* |
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Reliant Energy Common Stock Fund |
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Company Stock Fund |
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(1) |
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57,170,040 |
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* |
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Participant Loans |
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Interest rates between 4.0% - 10.5% |
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0 |
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$ |
7,278,084 |
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Total assets held for investment purposes |
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$ |
455,558,029 |
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* |
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Party-in-interest. |
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(1) |
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Cost information has been omitted because all investments are participant-directed. |
- 10 -
SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits
Committee of Reliant Energy, Inc. has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
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RELIANT ENERGY, INC. SAVINGS PLAN
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By |
/s/ JAMES A. AJELLO
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James A. Ajello, Chairman of the Benefits |
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Committee of Reliant Energy, Inc., Plan
Administrator |
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June 30, 2008
- 11 -
EXHIBIT INDEX
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Exhibit No. |
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Description |
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23.1 |
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Consent of Independent Registered Public Accounting Firm Melton & Melton, L.L.P. |
- 12 -