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): JULY 25, 2002
----------
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
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 207-3000
----------
ITEM 5. OTHER EVENTS.
ANNOUNCEMENT OF SECOND QUARTER 2002 RESULTS
On July 25, 2002, Reliant Resources, Inc. ("Reliant Resources")
reported second quarter 2002 earnings. For additional information regarding
Reliant Resources' second quarter 2002 earnings, please refer to Reliant
Resources' 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," is incorporated by reference herein.
MANAGEMENT PRESENTATION AND CONFERENCE CALL
On July 25, 2002, executives of Reliant Resources spoke to the public,
as well as various members of the financial and investment community in Houston,
Texas regarding Reliant Resources' second quarter 2002 results. A copy of the
slide presentation given at this presentation is attached to this report as
Exhibit 99.2 (the "Slide Presentation"), and the slides thereof (other than
slide 13) are incorporated by reference herein. A replay of this presentation
has been made available on Reliant Resources' web site found at
www.ReliantResources.com in the Investor Relations section and will be archived
for 25 days after the event. In addition, a replay of the presentation can be
accessed until August 1, 2002, by calling (800) 642-1687 (Conference I.D.
4831900).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Press Release issued July 25, 2002 regarding Reliant
Resources' second quarter 2002 earnings.
99.2 Slide presentation given by executive officers of
Reliant Resources' regarding Reliant Resources'
second quarter 2002 earnings.
ITEM 9. REGULATION FD DISCLOSURE.
Reliant Resources incorporates by reference into this Item 9 (i) the
information in the Press Release under the caption "Outlook for 2002" and (ii)
slide 13 of the Slide Presentation. 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 Reliant Resources 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 Reliant Resources, 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 Reliant Resources or any of
its affiliates.
FORWARD-LOOKING STATEMENTS
Some of the statements in this report and the exhibits hereto are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Although Reliant Resources believes that the
expectations and the underlying assumptions reflected in its forward-looking
statements are reasonable, there can be no assurance that these expectations
will prove to be correct. Forward-looking statements involve a number of risks
and uncertainties, and actual results may differ materially from the results
discussed in the forward-looking statements. References in this Current Report
to the terms "we," "us" or other similar terms mean Reliant Resources.
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 Reliant Resources'
forward-looking statements:
o state, federal and international legislative and regulatory
developments, 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
2
subject, and changes in or application of laws or regulations
applicable to other aspects of our business, such as commodities
trading and hedging activities,
o the timing of our separation from our parent company, Reliant Energy,
Incorporated,
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 of our construction projects, as
well as the successful start-up of completed projects,
o our pursuit of potential business strategies, including acquisitions or
dispositions of assets or the development of additional power
generation facilities,
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, our access to capital and the results of
our financing and refinancing efforts, including availability of funds
in the debt capital markets for merchant generation companies,
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 the
Electric Reliability Council of Texas,
o political, legal, regulatory and economic conditions and developments
in the United States and in foreign countries in which we operate,
including the effects of fluctuations in foreign currency exchange
rates,
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.
The words "anticipate," "estimate," "believe," "continue," "could,"
"intend," "may," "plan," "potential," "predict," "should," "will," "expect,"
"objective," "projection," "forecast," "goal" and other similar words are
intended to identify Reliant Resources' forward-looking statements.
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.
RELIANT RESOURCES, INC.
Date: July 25, 2002 By: /s/ Mary P. Ricciardello
-------------------------------
Mary P. Ricciardello
Senior Vice President and
Chief Accounting Officer
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Press Release issued July 25, 2002 regarding Reliant Resources'
second quarter 2002 earnings.
99.2 Slide presentation given by executive officers of Reliant
Resources regarding Reliant Resources' second quarter 2002
earnings.
5