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): AUGUST 14, 2002 ------------------------------ RELIANT ENERGY, INCORPORATED (Exact name of registrant as specified in its charter) TEXAS 1-3187 74-0694415 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1111 LOUISIANA HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 207-3000 ------------------------------
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: 99.1 Statement Under Oath of Principal Executive Officer 99.2 Statement Under Oath of Principal Financial Officer 99.3 Certificate of Chief Executive Officer 99.4 Certificate of Chief Financial Officer ITEM 9. REGULATION FD DISCLOSURE. In connection with the Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2002, as filed with the Securities and Exchange Commission on August 14, 2002, Reliant Energy, Incorporated filed as correspondence the certifications attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4. 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, Incorporated under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. 2
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: August 14, 2002 By: /s/ R. Steve Letbetter --------------------------- R. Steve Letbetter Chairman, President and Chief Executive Officer 3
EXHIBIT INDEX
EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, R. Steve Letbetter, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Reliant Energy, Incorporated (the "Company"), and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the amended Annual Report on Form 10-K of Reliant Energy, Incorporated for the fiscal year ended December 31, 2001, as amended by the Annual Report on Form 10-K/A (Amendment No. 1) of Reliant Energy, Incorporated for the fiscal year ended December 31, 2001, as filed on July 5, 2002; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Reliant Energy, Incorporated filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. Subscribed and sworn to before me /s/ R. Steve Letbetter this fourteenth day of August 2002 - ---------------------------- R. Steve Letbetter Chairman, President and /s/ Debra C. Arcy Chief Executive Officer ------------- August 14, 2002 Notary Public My Commission Expires: 11/14/2004 ----------------------
EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Mark M. Jacobs, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Reliant Energy, Incorporated (the "Company"), and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o the amended Annual Report on Form 10-K of Reliant Energy, Incorporated for the fiscal year ended December 31, 2001, as amended by the Annual Report on Form 10-K/A (Amendment No. 1) of Reliant Energy, Incorporated for the fiscal year ended December 31, 2001, as filed on July 5, 2002; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Reliant Energy, Incorporated filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. Subscribed and sworn to before me /s/ Mark M. Jacobs this fourteenth day of August 2002 - -------------------------------- Mark M. Jacobs Executive Vice President and /s/ Debra C. Arcy Chief Financial Officer ------------- August 14, 2002 Notary Public My Commission Expires: 11/14/2004 --------------------
EXHIBIT 99.3 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) (the "Act"), I, R. Steve Letbetter, Chairman and Chief Executive Officer of Reliant Energy, Incorporated (the "Company"), hereby certify, to the best of my knowledge: (1) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ R. Steve Letbetter -------------------------- R. Steve Letbetter Chairman, President and Chief Executive Officer The foregoing certification is being furnished solely pursuant to Section 906 of the Act and is not being filed as part of the Report or as a separate disclosure document.
EXHIBIT 99.4 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) (the "Act"), I, Mark M. Jacobs, Executive Vice President and Chief Financial Officer of Reliant Energy, Incorporated (the "Company"), hereby certify, to the best of my knowledge: (1) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ Mark M. Jacobs ---------------------------- Mark M. Jacobs Executive Vice President and Chief Financial Officer The foregoing certification is being furnished solely pursuant to Section 906 of the Act and is not being filed as part of the Report or as a separate disclosure document.