SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 11-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _______________ to _________________ COMMISSION FILE NUMBER 1-3187 A. Full title of the plan and address of the plan, if different from that of the issuer named below: RELIANT ENERGY, INCORPORATED SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: RELIANT ENERGY, INCORPORATED 1111 LOUISIANA STREET HOUSTON, TEXAS 77002
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT Reliant Energy, Incorporated Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of the Reliant Energy, Incorporated Savings Plan (the Plan) as of December 31, 2001 and 2000 and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for plan benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule, listed in the Table of Contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP Houston, Texas June 24, 2002 1
RELIANT ENERGY, INCORPORATED SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2001
RELIANT ENERGY, INCORPORATED SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2000
RELIANT ENERGY, INCORPORATED SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2001
RELIANT ENERGY, INCORPORATED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2001 1. ACCOUNTING POLICIES In accordance with the provisions of the Reliant Energy, Incorporated Savings Plan (the Plan), the financial records of the Plan are kept and the valuations of participating employees' (Participants) accounts are determined on the accrual basis. The Plan recognizes net appreciation or depreciation in the fair value of its investments. Investments are reflected at fair value in the financial statements. The fair value for securities are based on quoted market prices in an active market. Fair value for mutual and institutional funds are determined using net asset value of the each fund as of the financial statement dates. Security transactions are recorded as of the trade date. Participant loans are valued at cost which approximates fair value. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts as well as certain disclosures. Actual results could differ from those estimates. Certain amounts from the prior year have been reclassified to conform to the 2001 presentation of the financial statements. The Plan provides for investments in Reliant Energy, Incorporated's (the Company) common stock, various mutual funds and other investments. Investments, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risk. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for plan benefits and Participant account balances. As of December 31, 2001 and 2000, an aggregate of 33,505,474 and 33,437,216 shares of the Company's common stock was held by the Plan which represented 56.1% and 65.9% of the Plan's investments, respectively. The value of the Plan's investments are significantly impacted by the price of the Company's common stock, as a result of the concentration of the Plan's investments in the Company's common stock. Rates of return will vary, and returns will depend on the market value of the Plan's investments. Subsequent to December 31, 2001, the Plan's investments in the Company's common stock have been subject to volatility. From January 1, 2002 through June 24, 2002, the aggregate fair value of 33,505,474 shares of the Company's common stock held by the Plan as of December 31, 2001 has declined approximately $387 million from the fair value reported in the financial statements as of December 31, 2001. 2. SUMMARY OF THE PLAN Description of the Plan The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. In the case of any discrepancy between this summary and the Plan document, the Plan's provisions will control. General The Plan is a defined contribution plan covering all employees of the Company and those subsidiaries and affiliates of the Company that have adopted the Plan except (a) building trades workers under a construction industry collective bargaining agreement, (b) leased employees, (c) independent contractors or (d) non-resident aliens who receive no U.S. sourced income. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 5
Contributions Participants may contribute up to 16% of eligible compensation, as defined in the Plan. Participants may also contribute amounts representing rollover eligible distributions from other defined benefit or defined contribution plans. Participants direct their contributions into the various investment options offered by the Plan. In general, the employer matching contribution is 75% on the first 6% of eligible compensation that the Participant contributes into the Plan. Additional discretionary matching contributions may be made of up to 50% on the first 6% of eligible compensation that the Participant contributes to the Plan. Employer matching contributions are primarily made in the employer stock ownership component of the Plan (ESOP). Effective March 1, 2001, the employer matching contribution provisions were amended for certain Participants of Reliant Resources, Inc. and Reliant Energy Tegco, Inc. (collectively, Resources Participants). As a result, Resources Participants received employer contributions of 100% on the first 6% of eligible compensation that the Participant contributes into the Plan. Further, such contributions were made in cash to be invested at the Participant's discretion into the various investment options offered by the Plan. In addition, discretionary profit sharing features were added for Resources Participants. Beginning March 1, 2001, the Company elected to make employer contributions of 2% each pay period in cash on the first $85,000 of eligible compensation during calendar year 2001 and to provide discretionary annual payments up to 3% of annual compensation. During March and April 2002, discretionary contributions of approximately $21 million were made to Participant accounts for plan year 2001, which included $5 million of such contributions for Resources Participants. Such contributions for Resources Participants (contributed in the form of Reliant Resources, Incorporated common stock) are accrued in the financial statements for the year ended December 31, 2001 as nonparticipant-directed other investment activity. Discretionary contributions satisfied through the ESOP are accrued in the financial statements for the year ended December 31, 2001 but are treated as a reclassification between the Unallocated and Allocated ESOP (as defined below). Contributions are subject to certain limitations. Investment Options The Plan has nine investment fund (Funds), as follows: o Company Common Stock Fund o Large Company Growth Fund o Large Company Value Fund o International Equity Fund o Balanced Fund o Fixed Income Fund o Money Market Fund o S&P 500 Index Fund o Mid-Sized and Small Company Fund Upon enrollment in the Plan, Participants may direct contributions (as permitted), in 1% increments, in any of the investment options. Participants should refer to the Plan prospectus for a detailed description of each investment fund. 6
Employee Stock Ownership Plan Except for Resources Participants who receive their employer contributions in cash or in the form of Reliant Resources, Incorporated common stock, the ESOP is the primary funding mechanism for the employer contributions to the Plan. In connection with the ESOP, the Company was party to an ESOP Trust Agreement between the Company and State Street Bank (Prior ESOP Trustee). The Prior ESOP Trustee purchased shares of the Company's common stock in open market transactions with funds provided by loans (Loans) from the Company. The Prior ESOP Trustee completed the purchases of shares of the Company's common stock in December 1991 after purchasing 18,762,184 shares at a cost of $350 million. At December 31, 2001 and 2000, the total balance of the Loans was $131 million and $170 million, respectively. The Loans bear interest at a fixed rate of 9.783% and must be repaid in full by January 2, 2011. Accrued interest on the Loans was less than $1 million at December 31, 2001 and 2000, respectively. At December 31, 2001 and 2000, the fair value of the ESOP Loans including accrued interest was $145 million and $174 million, respectively. Fair value is estimated based on the present value of required principal and interest payments revalued at current interest rates using the formula specified in the Loans agreement to establish the fixed rate. For the purposes of estimating the ESOP Loans fair value, the principal and interest payments are reflected during 2008 through 2011 in accordance with the ESOP Loans repayment schedule. The Company makes periodic cash contributions (ESOP Contributions) to the portion of the ESOP trust which has not been allocated to Participants (Unallocated ESOP). The ESOP Contributions, the earnings received on the investments received on shares in the Unallocated ESOP, the dividend income received on shares from the Unallocated ESOP and the dividend income received on shares of the ESOP trust which have been allocated to Participants (Allocated ESOP) are used to pay principal and interest on the Loans. As debt service payments on the Loans are made, the Company releases shares of common stock from the pledge securing the Loans and such shares are available for allocation to Participants' accounts in satisfaction of employer contributions and dividend income attributable to shares in the Allocated ESOP. Unallocated ESOP stock serves as collateral for the Loans. All released shares must be allocated to Participants' accounts by year-end. No allocated shares serve as collateral for the Loans. In addition to the ESOP Contributions, the Company may elect to make employer contributions to the Allocated ESOP in the form of cash which may be used to purchase shares of the Company's common stock in the open market. Dividend income received on shares of the Company's common stock that are purchased in the open market and placed in the Allocated ESOP is not available for debt service payments. Diversification of Investments Except for Resources Participants who received their employer contributions in cash after March 1, 2001, the employer matching and discretionary matching contributions are primarily invested in the ESOP. Once a Participant attains age 55 and has participated in the Plan for at least 10 years, they have the option to diversify their investment of employer contributions. A Participant may transfer up to 25% of the balance of the employer contribution account for the first 5 years they are eligible and 50% of the balance of the employer contribution account beginning in the 6th year of eligibility (in each case less any dollar amount already diversified) from the ESOP to any or all of the other funds available under the Plan as of such date. Participant Accounts Each Participant's account is credited with the Participant's contributions and with allocations of the Company contributions and Plan earnings. Each Participant's account is also charged with an allocation of administrative expenses. Allocations are based on Participant account balances. A Participant is entitled to their vested account balance. Vesting Participants are vested immediately in their contributions plus actual earnings thereon. In general, vesting in the employer contribution is based on years of continuous service. A Participant is 100% vested after five years of credited service. Participants also become 100% vested upon death, disability or the attainment of age 65. 7
Effective March 1, 2001, the Plan was amended for active Resources Participants to allow immediate vesting of all employer contributions for such employees. Participant Loans A Participant may borrow against their vested account balances. The maximum amount that a Participant may borrow from their vested account is the lesser of (a) $50,000, reduced by the excess, if any, of the highest outstanding balance of loans to the Participant from all plans maintained by the Company or an affiliated entity during the one-year period ending on the day before the date on which such loan is made over the outstanding balance of loans from the Plan on the date on which such loan is made or (b) 50% of the value of the Participant's vested account balance under the Plan. The loans are to be secured by the pledge of a portion of the Participant's right, title and value of the Participant's vested account balance under the Plan as determined immediately after the loans are made. Loans may be repaid over a period of up to five years and are subject to a $25 origination fee. The minimum loan amount is $500. Interest rates are fixed at the prime rate listed in The Wall Street Journal for the first of each month in which the loan is requested plus one percent. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant loans fund. Payment of Benefits On termination of service due to death, disability or retirement, a Participant whose account exceeds $5,000 may elect upon written request at any time to receive distribution of their Plan account in a single lump sum payment or fixed monthly, quarterly, semi-annually or annual installments over a period of 10 years or less. The Participant may have the above selected distribution option paid in the form of cash, Company common stock or a combination of both. To the extent a Participant has not requested a distribution by the time he reaches age 70 1/2, required minimum distributions will be made consistent with the terms and conditions of the Plan and the requirements of the Internal Revenue Code of 1986, as amended (Code). Immediate lump sum distributions are made for accounts which do not exceed $5,000. A Participant who is under age 59 1/2 may make a withdrawal from amounts attributable to their after-tax contributions and, if applicable, their rollover contributions in the Plan and associated earnings. A Participant who is under age 59 1/2 and has less than five years of service who withdraws matched after-tax contributions will be suspended from Plan participation for six months. A Participant who is age 59 1/2 or older may make unlimited withdrawals from their pre-tax contributions, after-tax contributions, vested portion of prior Plan accounts, rollover account and the associated earnings. Forfeitures At December 31, 2001, forfeited nonvested accounts were less than $1 million, which may be used to reduce future employer contributions and Plan expenses. Employer contributions were reduced by less than $1 million from forfeited nonvested accounts during 2001. Administration The assets of the Plan are held in trust by The Northern Trust Company (Trustee). ADP Retirement Services is the recordkeeper for the Plan. The Benefits Committee of Reliant Energy, Incorporated (Committee), appointed by the Board of Directors of the Company, is the plan administrator. The Committee retains an independent investment consultant to provide investment advice with respect to the Funds. The fees charged by the Trustee and the investment consultant are paid by the Trustee out of the Funds. 8
Termination of the Plan Although it has not expressed any intent to do so, the Company may terminate the Plan at any time subject to the provisions of ERISA and must give written notice to the Trustee. In the event of termination of the Plan, the assets held by the Trustee under the Plan will be valued and each Participant will become fully vested in their account. Plan Amendments Subsequent to December 31, 2001 See Note 7 for information detailing changes to the Plan subsequent to December 31, 2001. 3. INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets available for plan benefits.
5. TAX STATUS The Internal Revenue Service (IRS) determined and informed the Company by letter dated April 2, 2001 that the Plan, as amended and restated effective April 1, 1999 and as thereafter amended, was qualified and the trust fund (Trust) established is tax-exempt under the appropriate sections of the Code. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan's counsel believe that the Plan is designed and is currently operated in compliance with the applicable requirements of the Code. 6. RELATED PARTY TRANSACTIONS During 2001, the Plan purchased and sold shares of the Company's common stock and units of short-term investment funds managed by the Trustee as temporary investments (party-in-interest transactions) as shown below:
RELIANT ENERGY, INCORPORATED SAVINGS PLAN SCHEDULE H, LINE 4I SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2001
SIGNATURE THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. RELIANT ENERGY, INCORPORATED SAVINGS PLAN By /s/ DAVID M. McCLANAHAN -------------------------------------- (David M. McClanahan, Chairman of the Benefits Committee of Reliant Energy, Incorporated, Plan Administrator) June 27, 2002
EXHIBIT INDEX
EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-11329 of Reliant Energy, Incorporated on Form S-8 of our report dated June 27, 2002, appearing in this Annual Report on Form 11-K of the Reliant Energy, Incorporated Savings Plan for the year ended December 31, 2001. /s/ DELOITTE & TOUCHE LLP Houston, Texas June 27, 2002