SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): 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 ------------------------------ 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," 1 "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 2 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. 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. (Registrant) Date: November 10, 2003 By: /s/ Thomas C. Livengood ----------------------------------------- Thomas C. Livengood Vice President and Controller 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 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.