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): FEBRUARY 5, 2002
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RELIANT ENERGY, INCORPORATED
(Exact name of registrant as specified in its charter)
TEXAS 1-3187 74-0694415
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 207-3000
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ITEM 5. OTHER EVENTS.
RESTATEMENT OF SECOND AND THIRD QUARTER 2001 FINANCIAL STATEMENTS AND DELAY OF
ANNOUNCEMENT OF 2001 RESULTS
On February 5, 2002, Reliant Resources, Inc. ("Reliant Resources"), an
approximately 83% owned subsidiary of Reliant Energy, Incorporated ("Reliant
Energy"), reported that it would restate its second and third quarter 2001
earnings (the "Reliant Resources Restatement") and that it would delay the
release of its fourth quarter and year 2001 earnings (the "Reliant Resources
Earnings Delay"). For additional information regarding the Reliant Resources
Restatement and the Reliant Resources Earnings Delay, please refer to Reliant
Resources' press release attached to this report as Exhibit 99.1 (the "Reliant
Resources Press Release"), which Reliant Resources Press Release, other than the
information therein under the caption "Outlook for 2002," is incorporated by
reference herein.
As a consequence of the Reliant Resources Restatement and the Reliant
Resources Earnings Delay, Reliant Energy reported on February 5, 2002 that it
would restate its second and third quarter 2001 earnings (the "Reliant Energy
Restatement") and that it would delay the release of its fourth quarter and year
2001 earnings (the "Reliant Energy Earnings Delay"). For additional information
regarding the Reliant Energy Restatement and the Reliant Energy Earnings Delay,
please refer to Reliant Energy's press release attached to this report as
Exhibit 99.2 (the "Reliant Energy Press Release"), which Reliant Energy Press
Release is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Reliant Resources Press Release issued February 5, 2002
regarding the Reliant Resources Restatement and the
Reliant Resources Earnings Delay.
99.2 Reliant Energy Press Release issued February 5, 2002
regarding the Reliant Energy Restatement and the
Reliant Energy Earnings Delay.
ITEM 9. REGULATION FD DISCLOSURE.
Reliant Energy incorporates by reference into this Item 9 the information in
the Reliant Resources Press Release under the caption "Outlook for 2002". 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
Energy 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 Energy, 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 Energy or any of its affiliates.
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 Energy 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 Energy.
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 Energy's forward-looking
statements:
o state, federal and international legislative and regulatory
developments, including deregulation; re-regulation and restructuring
of the electric utility industry; and changes in, or application of
environmental and other laws and regulations to which we are subject,
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o timing of the implementation of our business separation plan,
o the effects of competition, including the extent and timing of the
entry of additional competitors in our markets,
o industrial, commercial and residential growth in our service
territories,
o our pursuit of potential business strategies, including acquisitions or
dispositions of assets,
o state, federal and other rate regulations in the United States and in
foreign countries in which we operate or into which we might expand our
operations,
o the timing and extent of changes in commodity prices and interest
rates,
o weather variations and other natural phenomena,
o political, legal and economic conditions and developments in the United
States and in foreign countries in which we operate or into which we
might expand our operations, including the effects of fluctuations in
foreign currency exchange rates,
o financial market conditions and the results of our financing efforts,
and
o other factors we discuss in our other filings with the SEC.
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 Energy's forward-looking statements.
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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 ENERGY, INCORPORATED
Date: February 5, 2002 By: /S/ MARY P. RICCIARDELLO
Mary P. Ricciardello
Senior Vice President and
Chief Accounting Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99.1 Reliant Resources Press Release issued February 5, 2002
regarding the Reliant Resources Restatement and the
Reliant Resources Earnings Delay.
99.2 Reliant Energy Press Release issued February 5, 2002
regarding the Reliant Energy Restatement and the
Reliant Energy Earnings Delay.
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