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 10, 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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ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is the text
of Reliant Resources, Inc.'s announcement of its earnings for the quarterly
period ended September 30, 2003.
The information in this Item 12 is being furnished, not filed. Accordingly, the
information in this Item 12 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.
STATEMENT ON PURPOSE AND UTILITY OF NON-GAAP FINANCIAL MEASURE
Regulation G, "Conditions for Use of Non-GAAP Financial Measures," and other
provisions of the Securities Exchange Act of 1934 define and prescribe the
conditions for use of certain non-GAAP financial information. We believe that
certain of our financial measures which meet the definition of a non-GAAP
financial measure are important supplemental information to investors.
We use these non-GAAP financial measures for internal managerial purposes, when
publicly providing guidance on possible future results, and as a means to
evaluate period-to-period comparisons. These non-GAAP financial measures are
used in addition to and in conjunction with results presented in accordance with
GAAP. These non-GAAP financial measures should not be relied upon to the
exclusion of GAAP financial measures. These non-GAAP financial measures reflect
an additional way of viewing aspects of our operations that, when viewed with
our GAAP results and the accompanying reconciliations to corresponding GAAP
financial measures, provide a more complete understanding of factors and trends
affecting our business. Management strongly encourages investors to review our
financial statements and publicly-filed reports in their entirety and to not
rely on any single financial measure.
The terms earnings before interest and taxes (EBIT) and "adjusted income from
continuing operations" are used in Exhibit 99.1. The company's management
believes that EBIT and "adjusted income from continuing operations," or
as-reported earnings adjusted for certain items as described in the company's
earnings release, provides a more meaningful representation of the company's
performance for purposes of communicating with analysts and investors about
earnings outlook and results. EBIT is the primary measurement used by our
management to evaluate segment performance. The company uses "adjusted income
from continuing operations" to manage and evaluate our business operations and
overall financial performance.
Because non-GAAP financial measures are not standardized, it may not be possible
to compare these financial measures with other companies' non-GAAP financial
measures having the same or similar names.
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,"
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"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:
o 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;
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 Our pursuit of potential business strategies;
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 portfolio
of generation assets;
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 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 Political, legal, regulatory and economic conditions and
developments;
o 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;
o The resolution of the refusal by certain California market
participants to pay our receivables balances and the
resolution of the refund methodologies; and
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o 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.
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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 RESOURCES, INC.
(Registrant)
Date: November 10, 2003 By: /s/ Thomas C. Livengood
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Thomas C. Livengood
Vice President and
Controller
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release issued by Reliant Resources, Inc. on November
10, 2003 announcing the earnings of Reliant Resources, Inc.
for the quarterly period ended September 30, 2003.