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): August 12, 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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ITEM 5. OTHER EVENTS.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is the
press release issued by Reliant Resources, Inc. on August 12, 2003 announcing
the appointment of Kirbyjon H. Caldwell and Steven L. Miller to the board of
directors of Reliant Resources, Inc.
Attached hereto as Exhibit 99.2 and incorporated by reference herein is the
press release issued by Reliant Resources, Inc. on August 12, 2003 announcing
Joel V. Staff will continue to serve as chairman and CEO and the search process
for these positions has been concluded.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press release issued by Reliant Resources, Inc. on August 12,
2003 announcing the appointment of Kirbyjon H. Caldwell and
Steven L. Miller to the board of directors of Reliant
Resources, Inc.
99.2 Press release issued by Reliant Resources, Inc. on August 12,
2003 announcing Joel V. Staff will continue to serve as
chairman and CEO and the search process for these positions
has been concluded.
ITEM 9. REGULATION FD DISCLOSURE. & ITEM 12. RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Attached hereto and incorporated by reference herein is the text of Reliant
Resources, Inc.'s announcement of its earnings for the quarterly period ended
June 30, 2003.
Attached hereto and incorporated by reference herein is the slide presentation
to be used by certain executive officers of Reliant Resources, Inc. when they
speak to the public, as well as various members of the financial and investing
community on August 12, 2003.
The terms earnings before interest and taxes (EBIT), earnings before interest,
taxes, depreciation and amortization (EBITDA) and earnings before interest,
taxes, depreciation, amortization and Reliant Energy Mid-Atlantic Power
Holdings, LLC's operating lease expense related to three power generation
facilities (EBITDAR) are used in Exhibits 99.3 and 99.4. EBIT is the primary
measurement used by our management to evaluate segment performance. EBITDA and
EBITDAR have been provided as it is commonly used by investors to evaluate
performance of companies, particularly fixed income investors. EBIT, EBITDA and
EBITDAR are not defined under GAAP, and should not be considered in isolation or
as a substitute for a measure of performance prepared in accordance with GAAP
and are not indicative of operating income from operations as determined under
GAAP. Items excluded from EBIT, EBITDA and EBITDAR are significant components in
understanding and assessing our financial performance. Additionally, our
computation of EBIT, EBITDA and EBITDAR may not be comparable to other similarly
titled measures computed by other companies, because all companies do not
calculate them in the same fashion.
The information in Item 12 and Item 9 is being furnished, not filed.
Accordingly, the information in this Item 12 and Item 9 will not be incorporated
by reference into any registration statement filed by Reliant Resources, Inc.
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 Inc. that (i) the information in
this report is material or complete or (ii) investors should consider this
information before making an investment decision with respect to any security of
Reliant Resources, Inc. or any of its affiliates.
A copy of this report has been made available on Reliant Resources, Inc.'s web
site found at www.reliantresources.com in the investor relations section.
FORWARD-LOOKING STATEMENTS
When we make statements in this Current Report on Form 8-K and the exhibits
hereto 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 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.
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.
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: August 12, 2003 By: /s/ Mark M. Jacobs
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Mark M. Jacobs
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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99.1 Press release issued by Reliant Resources, Inc. on August 12, 2003
announcing the appointment of Kirbyjon H. Caldwell and Steven L.
Miller to the board of directors of Reliant Resources, Inc.
99.2 Press release issued by Reliant Resources, Inc. on August 12, 2003
announcing Joel V. Staff will continue to serve as chairman and CEO
and the search process for these positions has been concluded.
99.3 Press release issued by Reliant Resources, Inc. on August 12, 2003
announcing the earnings of Reliant Resources, Inc. for the quarterly
period ended June 30, 2003.
99.4 Slide presentation given by certain executive officers of Reliant
Resources, Inc. on August 12, 2003.