1 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, 2000 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
2 TABLE OF CONTENTS Independent Auditors' Report Page 1 Financial Statements: Statement of Net Assets Available for Plan Benefits, December 31, 2000 Page 2 Statement of Net Assets Available for Plan Benefits, December 31, 1999 Page 3 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 2000 Page 4 Notes to Financial Statements for the Year Ended December 31, 2000 Page 5 Supplemental Schedules: Supplemental Schedule of Investments, December 31, 2000 Page 13 Supplemental Schedule of 5% Reportable Transactions for the Year Ended December 31, 2000 Page 14 Pursuant to Item 4 of Form 11-K, the financial statements and schedules referred to above have been prepared in accordance with regulations of the Employee Retirement Income Security Act of 1974.
3 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, 2000 and 1999 and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2000. 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, 2000 and 1999, and the changes in net assets available for plan benefits for the year ended December 31, 2000 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 schedules, listed in the Table of Contents, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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. These supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP Houston, Texas June 21, 2001 1
4 RELIANT ENERGY, INCORPORATED SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2000 PARTICIPANT- NONPARTICIPANT- NONPARTICIPANT- DIRECTED DIRECTED DIRECTED INVESTMENT ALLOCATED UNALLOCATED FUNDS ESOP ESOP TOTAL -------------- -------------- -------------- -------------- ASSETS Investments $1,483,043,980 $ 335,864,985 $ 377,238,636 $2,196,147,601 Participant loans 47,377,117 -- -- 47,377,117 Receivables: Dividends and interest 809,558 15,358 13,444 838,360 Loan repayments 409,352 -- -- 409,352 Discretionary contributions -- 18,532,110 (18,532,110) -- Participant contributions 1,221,554 -- -- 1,221,554 -------------- -------------- -------------- -------------- Total receivables 2,440,464 18,547,468 (18,518,666) 2,469,266 -------------- -------------- -------------- -------------- Total Assets 1,532,861,561 354,412,453 358,719,970 2,245,993,984 -------------- -------------- -------------- -------------- LIABILITIES Accrued expenses 18,284 3,826 -- 22,110 Interest on ESOP loans from Company -- -- 868,821 868,821 ESOP loans from Company -- -- 170,424,905 170,424,905 -------------- -------------- -------------- -------------- Total Liabilities 18,284 3,826 171,293,726 171,315,836 -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,532,843,277 $ 354,408,627 $ 187,426,244 $2,074,678,148 ============== ============== ============== ============== See Notes to Plan's Financial Statements. 2
5 RELIANT ENERGY, INCORPORATED SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1999 PARTICIPANT- NONPARTICIPANT- NONPARTICIPANT- DIRECTED DIRECTED DIRECTED INVESTMENT ALLOCATED UNALLOCATED FUNDS ESOP ESOP TOTAL -------------- -------------- -------------- -------------- ASSETS Investments $1,193,051,411 $ 141,873,191 $ 252,082,170 $1,587,006,772 Participant loans 45,484,069 -- -- 45,484,069 Receivables: Dividends and interest 825,401 23,120 33,087 881,608 Discretionary contributions -- 12,695,167 (12,695,167) -- -------------- -------------- -------------- -------------- Total receivables 825,401 12,718,287 (12,662,080) 881,608 -------------- -------------- -------------- -------------- Total Assets 1,239,360,881 154,591,478 239,420,090 1,633,372,449 -------------- -------------- -------------- -------------- LIABILITIES Accrued expenses 12,489 1,774 -- 14,263 Interest on ESOP loans from Company -- -- 11,520,248 11,520,248 ESOP loans from Company -- -- 218,321,975 218,321,975 -------------- -------------- -------------- -------------- Total Liabilities 12,489 1,774 229,842,223 229,856,486 -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,239,348,392 $ 154,589,704 $ 9,577,867 $1,403,515,963 ============== ============== ============== ============== See Notes to Plan's Financial Statements. 3
6 RELIANT ENERGY, INCORPORATED SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2000 PARTICIPANT- NONPARTICIPANT- NONPARTICIPANT- DIRECTED DIRECTED DIRECTED INVESTMENT ALLOCATED UNALLOCATED FUNDS ESOP ESOP TOTAL --------------- --------------- --------------- --------------- INVESTMENT INCOME: Dividends $ 35,926,305 $ 10,610,664 $ 14,138,369 $ 60,675,338 Interest 8,945,279 105,636 141,032 9,191,947 Net appreciation of investments 288,135,684 151,370,587 185,679,683 625,185,954 --------------- --------------- --------------- --------------- Total investment income 333,007,268 162,086,887 199,959,084 695,053,239 --------------- --------------- --------------- --------------- CONTRIBUTIONS: Participant contributions 62,474,577 -- -- 62,474,577 Employer contributions -- 631,879 43,089,716 43,721,595 Accrued discretionary matching contributions -- 18,532,110 (18,532,110) -- Allocation of ESOP stock -- 43,106,121 (43,106,121) -- --------------- --------------- --------------- --------------- Total contributions 62,474,577 62,270,110 (18,548,515) 106,196,172 --------------- --------------- --------------- --------------- Transfer of net assets from merged plans 252,290 -- -- 252,290 Fund transfers, net 481,515 (14,935,142) 14,453,627 -- Administrative expenses (155,083) (129,151) -- (284,234) Benefit payments (102,565,682) (9,473,781) -- (112,039,463) Interest on ESOP loans from Company -- -- (18,015,819) (18,015,819) --------------- --------------- --------------- --------------- CHANGE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 293,494,885 199,818,923 177,848,377 671,162,185 NET ASSETS AVAILABLE FOR PLAN BENEFITS BEGINNING OF PERIOD 1,239,348,392 154,589,704 9,577,867 1,403,515,963 --------------- --------------- --------------- --------------- END OF PERIOD $ 1,532,843,277 $ 354,408,627 $ 187,426,244 $ 2,074,678,148 =============== =============== =============== =============== See Notes to Plan's Financial Statements. 4
7 RELIANT ENERGY, INCORPORATED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2000 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 of nonparticipant-directed investments are based on quoted market prices in an active market. Fair value for mutual and institutional funds are determined using net asset value of each such individual 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 generally accepted accounting principles requires estimates and assumptions that affect the reported amounts as well as certain disclosures. The Plan's financial statements include amounts that are based on management's best estimates and judgments. Actual results could differ from those estimates. 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, 2000 and 1999, an aggregate of 33,437,216 and 34,111,957 shares of the Company's common stock was held by the Plan which represented 66.0% and 49.2% of the Plan's investments, respectively. Given the concentration of the Plan's investments in the Company's common stock, there is vulnerability to volatility of the Company's common stock. Rates of return will vary, and returns will depend on the market value of the Company's common stock. Subsequent to December 31, 2000, the Plan's investments in the Company's common stock have been subject to substantial volatility. From January 1, 2001 through June 21, 2001, the aggregate fair value of 33,437,216 shares of the Company's common stock held by the Plan as of December 31, 2000 has declined approximately $410 million from the fair value reported in the financial statements as of December 31, 2000. 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
8 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, as defined. A Participant is entitled to their vested account balance. Investment Program The Plan has nine investment fund (Funds), as follows: Company Common Stock Fund: Invested primarily in shares of the Company. A small portion of the fund remains in cash or invested in short-term investments pending the execution of trades and to meet fund liquidity needs. Participants actually own a percentage of the fund which includes Company common stock and cash, rather than specific shares of Company common stock. Large Company Growth Fund: Directly or indirectly invested in stocks of large companies with potential for above-average growth and limited emphasis on current income from dividends. Effective October 1, 2000, the investment fund changed its name from the Capital Appreciation Equity Fund to the Large Company Growth Fund. Large Company Value Fund: Directly or indirectly invested in stocks of large growing companies and companies that have a history of paying dividends. Effective October 1, 2000, the investment fund changed its name from the Growth and Income Equity Fund to the Large Company Value Fund. International Equity Fund: Directly or indirectly invested in stocks of companies that have their principal business activities and interests outside of the United States and which show potential for long-term growth of capital. Balanced Fund: Directly or indirectly invested in both stocks and bonds. The equity and fixed income components are broadly diversified across all segments of the global markets. The target allocation for stocks is 70%, but the actual allocation may differ from the target percentage. Fixed Income Fund: Invested directly or indirectly in high-quality government bonds, corporate bonds and mortgages with modest investments in other fixed income securities such as lower quality and non-U.S. bonds. The average maturity of this fund is expected to be between 4 and 7 years. Money Market Fund: Invested in a money market fund which invests in high-quality government and corporate fixed income securities with maturities of less than one year. S&P 500 Index Fund: Invested in a stock fund that seeks to track the investment performance of the Standard & Poor's 500 Composite Stock Price Index, which emphasizes stocks of large U.S. companies. Mid-Sized and Small Company Fund: Directly or indirectly invested in stocks of companies that are small or medium sized and have potential for above-average growth of capital with limited emphasis on current income from dividends. The Mid-Sized and Small Company Fund was added as a new investment option effective October 1, 2000. Pending the acquisition of an investment for the Funds, the trustee may temporarily hold funds uninvested or in short-term investments. The assets of the Plan are held in trust by The Northern Trust Company (Trustee). 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. 6
9 A Participant has the right to direct the Trustee to invest their contributions, but not matching contributions made by the Company (Employer Contributions), in 1% increments in any or all of the Funds. All Employer Contributions to the Plan were invested in the employee stock ownership component of the Plan (ESOP). Employee Stock Ownership Plan The ESOP is a funding mechanism for a portion of 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, 2000 and 1999, the total balance of the Loans was $170 million and $218 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 $1 million and $12 million at December 31, 2000 and 1999, respectively. At December 31, 2000 and 1999, the fair value of the ESOP Loans including accrued interest was $174 million and $230 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 2006 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 included in the Unallocated ESOP and the dividend income from the Unallocated ESOP and the portion of the ESOP trust which has been allocated to Participants (Allocated ESOP) are used to pay principal and interest on the Loans. The dividend income from the Allocated ESOP that is used to pay debt service on the Loans is replaced with released shares of the Company's common stock. 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 as Employer Contributions. Unallocated ESOP stock serves as collateral for the Loans. All released shares must be allocated to Participants' accounts at 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 were purchased in the open market and placed in the Allocated ESOP is not available for debt service payments. Funding Participants may make contributions to the Plan through (a) payroll deductions on a pre-tax (Pre-tax Contributions) or an after-tax (After-tax Contributions) basis, (b) a combination of Pre-tax and After-tax Contributions or (c) a rollover of pre-tax contributions from another qualified plan. Contributions to the Plan are made by Participants and by the Company. Each Participant may contribute to the Plan annually an amount equal to any whole percentage up to and including 6% of their total eligible compensation known as the Participant's "Matched Contributions". This amount could be made up of Pre-tax and/or After-tax Contributions. The Employer Contribution is 75% of the Participant's Matched Contributions. In addition, the Company may make a discretionary matching contribution up to an additional 50 cents for every $1 of eligible Participant's Matched Contributions. Eligible Participants for the discretionary matching contribution are active employees as of the end of the applicable year or terminated employees during such year who meet certain requirements under the Plan. A discretionary matching contribution based on the Company's performance for the previous year, if any, is determined by the Chairman of the Committee and will be communicated to Participants within 90 days following the end of the applicable year. The Company will make any discretionary matching contributions as soon as practicable after performance for the previous year is measured. During March 2001, discretionary matching contributions of approximately $19 million were made 7
10 through the allocation of ESOP stock to Participant accounts for year 2000. Such discretionary matching contributions were accrued in the financial statements for the year ended December 31, 2000 as a reclassification between the Unallocated and Allocated ESOP. Each Participant may also make additional Pre-tax and/or After-tax Contributions annually to the Plan in an amount equal to any whole percentage greater than 6% but not more than 16% of their total eligible compensation. This amount is referred to as the Participant's "Unmatched Contributions". The Company does not match Unmatched Contributions. Pre-tax Contributions made to the Plan decrease a Participant's income for federal income tax purposes by the amount of such Participant's Pre-tax Contributions. Pre-tax Contributions are, however, subject to the Federal Insurance Contributions Act withholding tax. The maximum amount that a Participant may elect to defer as a Pre-tax Contribution for any taxable year under all cash or deferred arrangements (such as the Plan) in which the Participant participates was limited to $10,500 in 2000. Such amount may be adjusted thereafter for inflation. If the total amount of Pre-tax Contributions exceeds the maximum limit during any calendar year, such excess will be included in the Participant's gross income for the year to which the deferrals relate, and will be returned to the Participant, plus any income or minus any loss allocable thereto, by April 15 of the following year. Participation Any eligible employee may participate in the Plan as soon as is practicable after employment commences. Ineligible employees include building trades workers under a construction industry collective bargaining agreement, leased employees, independent contractors or non-resident aliens who receive no U.S. sourced income. Former Participants who are reemployed by the Company may recommence participation in the Plan as soon as practicable after reemployment. Their vesting service will be reinstated and any portion of their interest in the Employer Contributions that was forfeited will be reinstated in accordance with the terms of the Plan. Distributions and Forfeitures A terminated Participant or the beneficiary of a deceased Participant is entitled to a distribution of the value of the Participant's entire account in case of death, disability or retirement. Retirement is termination of service at the later of (a) Participant's attainment of age 65 or (b) the fifth anniversary of the Participant's commencement of participation in the Plan. In case of termination of service for any other reason, a Participant is entitled to a distribution of the entire value of their Participant contribution account plus the vested portion of their Employer Contribution account. Vesting is determined by vesting service years in accordance with the schedule detailed below: VESTING SERVICE YEARS* VESTED PERCENTAGE - --------------------- ----------------- Less than two........................................ 0% Two but less than three.............................. 25% Three but less than four............................. 50% Four but less than five.............................. 75% Five and more........................................ 100% ----------- * Generally, vesting service years are based on all years, months and days of active employment with the Company and its subsidiaries and affiliates based on the anniversary date of a Participant's hire date. Any portion of the value of Employer Contributions not vested will be forfeited. The amount forfeited by a Participant is applied to reinstate previously forfeited balances of former Participants who are reemployed by the Company and/or pay incidental Plan expenses with any remaining forfeitures used to reduce the respective Company's subsequent contribution to the Plan. Employee forfeitures for the year ended December 31, 2000 were not significant to the Plan. 8
11 A terminated 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 sent to the last known address beginning no later than April 1st of the calendar year following the calendar year the Participant attains age 70 1/2. If a Participant terminates employment after age 70 1/2, required minimum distributions will start no later than April 1st of the calendar year following the calendar year in which the Participant terminated employment. Immediate lump sum distributions are made for accounts which do not exceed $5,000. Participant Withdrawals 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. Certain Participants who were former participants in the NorAm Employee Savings and Investment Plan or the Minnegasco Division Employees' Retirement Savings Plan may make unlimited withdrawals from the vested portion of their employer contribution accounts under either of such prior plans. 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. No loan will be made for a sum of less than $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. 9
12 Diversification of Investments Employer matching and discretionary matching contributions are 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 (Diversification Election). 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. Diversification Elections must be made during the first quarter of each plan year. The transfer is effective as of the day the Participant makes the election using that day's valuation date. 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. 3. MERGER OF THE INSYNC INTERNET SERVICES, INC. 401(k) PLAN Effective July 1, 2000, the Insync Internet Services, Inc. 401(k) Plan was merged into the Plan. Net assets available for Plan benefits of approximately $252,000 were transferred into the Plan on August 1, 2000. The Plan's management believes that the merger was a tax-exempt transaction under the applicable provisions of the Internal Revenue Code. 4. INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets available for plan benefits. DECEMBER 31, ---------------------------- 2000 1999 ------------ ------------ Company Common Stock Fund - Reliant Energy, Incorporated common stock, 17,072,555 and 17,465,309 shares, respectively $739,455,038 $399,518,943 Allocated ESOP - Reliant Energy, Incorporated common stock, 7,725,776 and 5,967,159 shares, respectively * 334,622,673 136,498,762 Unallocated ESOP - Reliant Energy, Incorporated common stock, 8,638,885 and 10,679,489 shares, respectively * 374,171,707 244,293,311 Jennison Institutional Growth Equity Fund, 128,819,056 shares 106,531,122 -- Barclays Global Investors Equity Index Fund, 6,045,819 shares 105,015,861 -- Acorn Fund, 5,867,739 shares -- 108,729,205 Harbor Capital Fund - Capital Appreciation U.S. Equities, 1,920,421 shares -- 97,269,346 Janus Fund, 2,322,969 shares -- 102,326,790 Vanguard Institutional Index Fund, 790,576 shares -- 105,945,123 Northern Trust Collective Short-term Investment Fund, 92,055,992 and 92,018,206 shares, respectively 92,055,992 92,018,206 Northern Trust Collective Short-term Investment Fund, 4,309,241 and 13,163,288 shares, respectively* 4,309,241 13,163,288 - ------------ * Non-participant directed investments 10
13 During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: Mutual and institutional funds $ (62,834,517) Company common stock 688,020,471 -------------- $ 625,185,954 ============== 5. NONPARTICIPANT-DIRECTED INVESTMENTS Information relating to the nonparticpant-directed investments is as follows: DECEMBER 31, --------------------------------- 2000 1999 ------------ ------------ Cash and cash equivalents $ 4,309,241 $ 13,163,288 Company common stock 708,794,380 380,792,073 6. FEDERAL INCOME TAXES 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 Internal Revenue Code of 1986, as amended (Code). As a result, the Participant's Pre-tax Contributions, up to a specified maximum amount each calendar year, and the Employer Contributions to the Trust on behalf of a Participant are not currently taxable to a Participant when made, and income from any source accruing to a Participant's account is not taxable when realized by the Trust. The After-tax Contributions made by a Participant will not be deductible by the Participant. The continued status of the Trust as a tax-exempt trust and the Plan as a qualified plan are contingent upon the continuing operation of the Trust and the Plan in accordance with applicable provisions of the Code. 7. RELATED PARTY TRANSACTIONS During 2000, 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: 2000 ------------- Purchases Company common stock $ 33,088,641 Short-term funds 386,906,700 Sales Company common stock $ 39,602,819 Short-term funds 395,921,013 11
14 8. SUBSEQUENT EVENT Effective March 1, 2001, the Plan was amended for certain participants who are employees of Reliant Resources, Inc. and subsidiaries and Reliant Energy Tegco, Inc. (collectively, Resources Participants). Associated with this amendment, the Plan provisions were changed to increase the employer matching contribution percentage from 75% to 100% of the Participant's Matched Contributions up to the first 6% of eligible compensation, to discontinue eligibility for the discretionary matching contributions for such employees, to allow immediate vesting for future employer matching contributions, to fully vest the accounts of such employees and to change the employer matching contribution to be in cash instead of Company stock. In addition, discretionary profit sharing features were added to the Plan for Resources Participants. Beginning March 1, 2001, the Company has 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 provide for discretionary one-time payments up to 3% of eligible compensation in cash, in Reliant Resources, Inc. common stock or both after the end of each year, subject to Reliant Resources, Inc. and its subsidiaries' performance. 12
15 RELIANT ENERGY, INCORPORATED SAVINGS PLAN SUPPLEMENTAL SCHEDULE OF INVESTMENTS ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2000 SHARES COST CURRENT VALUE -------------- -------------- -------------- COMPANY COMMON STOCK FUND Reliant Energy, Incorporated Common Stock* 17,072,555 $ 295,490,262 $ 739,455,038 Northern Trust Collective Short-term Investment Fund* 4,124,852 4,124,852 4,124,852 -------------- -------------- TOTAL COMPANY COMMON STOCK FUND INVESTMENTS 299,615,114 743,579,890 -------------- -------------- ALLOCATED ESOP Reliant Energy, Incorporated Common Stock* 7,725,776 146,235,602 334,622,673 Northern Trust Collective Short-term Investment Fund* 1,242,312 1,242,312 1,242,312 -------------- -------------- TOTAL ALLOCATED ESOP INVESTMENTS 147,477,914 335,864,985 -------------- -------------- LARGE COMPANY GROWTH FUND Barclays Global Investors Russell 1000 Growth Index Fund 6,215,787 72,154,127 57,744,658 Janus Fund 2,754,921 106,487,429 91,711,295 Jennison Institutional Growth Equity Fund 114,255,180 113,060,150 94,487,050 Northern Trust Collective Short-term Investment Fund* 1,067 1,067 1,067 -------------- -------------- TOTAL LARGE COMPANY GROWTH FUND INVESTMENTS 291,702,773 243,944,070 -------------- -------------- LARGE COMPANY VALUE FUND Barclays Global Investors Russell 1000 Value Index Fund 3,348,684 33,040,316 34,223,543 ICAP Mutual Fund Equity Portfolio 1,175,113 44,901,677 51,305,404 Selected American Shares Fund 1,375,730 52,317,757 48,604,519 -------------- -------------- TOTAL LARGE COMPANY VALUE FUND INVESTMENTS 130,259,750 134,133,466 -------------- -------------- INTERNATIONAL EQUITY FUND Lazard International Equity Portfolio 2,693,966 25,000,000 24,838,362 Capital Guardian International (Non-U.S.) Equity Fund 657,387 21,673,392 20,129,182 Northern Trust Collective Short-term Investment Fund* 894 894 894 -------------- -------------- TOTAL INTERNATIONAL EQUITY FUND INVESTMENTS 46,674,286 44,968,438 -------------- -------------- BALANCED FUND Barclays Global Investors Equity Index Fund 729,577 13,640,324 12,672,747 Capital Guardian U.S. Small Capitalization Fund 1,000,000 10,000,000 8,360,000 Jennison Institutional Growth Equity Fund 14,563,876 14,400,000 12,044,072 Capital Guardian International (Non-U.S.) Equity Fund 435,177 14,400,000 13,325,113 Selected American Shares Fund 412,719 15,695,327 14,581,356 PIMCO Total Return Fund 2,905,775 29,321,860 30,191,002 Northern Trust Collective Short-term Investment Fund* 15,036 15,036 15,036 -------------- -------------- TOTAL BALANCED FUND INVESTMENTS 97,472,547 91,189,326 -------------- -------------- FIXED INCOME FUND Loomis Sayles Fixed Income Fund 968,444 11,504,962 10,710,980 PIMCO Total Return Fund 2,473,693 25,010,653 25,701,664 Northern Trust Collective Short-term Investment Fund* 17,992 17,992 17,992 -------------- -------------- TOTAL FIXED INCOME FUND INVESTMENTS 36,533,607 36,430,636 -------------- -------------- MONEY MARKET FUND Northern Trust Collective Short-term Investment Fund* 87,895,229 87,895,229 87,895,229 -------------- -------------- TOTAL MONEY MARKET FUND INVESTMENTS 87,895,229 87,895,229 -------------- -------------- S&P 500 INDEX FUND Barclays Global Investors Equity Index Fund 5,316,242 99,970,388 92,343,114 Northern Trust Collective Short-term Investment Fund* 919 919 919 -------------- -------------- TOTAL S&P 500 INDEX FUND INVESTMENTS 99,971,307 92,344,033 -------------- -------------- MID-SIZED AND SMALL COMPANY FUND Barclays Global Investors Russell 2000 Index Fund 751,439 8,568,720 8,558,889 Northern Trust Collective Short-term Investment Fund* 3 3 3 -------------- -------------- TOTAL MID-SIZED AND SMALL COMPANY FUND INVESTMENTS 8,568,723 8,558,892 -------------- -------------- TOTAL PARTICIPANT INVESTMENTS 1,246,171,250 1,818,908,965 -------------- -------------- UNALLOCATED ESOP Reliant Energy, Incorporated Common Stock* 8,638,885 159,527,374 374,171,707 Northern Trust Collective Short-term Investment Fund* 3,066,929 3,066,929 3,066,929 -------------- -------------- TOTAL UNALLOCATED ESOP INVESTMENTS 162,594,303 377,238,636 -------------- -------------- TOTAL PLAN INVESTMENTS $1,408,765,553 $2,196,147,601 ============== ============== PARTICIPANT LOANS, INTEREST RATE AT PRIME PLUS 1% $ 47,377,117 ============== - ----------- *Party-in-interest 13
16 RELIANT ENERGY, INCORPORATED SAVINGS PLAN SUPPLEMENTAL SCHEDULE OF 5% REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2000 SINGLE TRANSACTIONS None. SERIES OF TRANSACTIONS - SAME SECURITY None. 14
17 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, 2001
18 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 23.1 Consent of Deloitte & Touche LLP
1 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, 2001, appearing in this Annual Report on Form 11-K of the Reliant Energy, Incorporated Savings Plan for the year ended December 31, 2000. /s/ DELOITTE & TOUCHE LLP Houston, Texas June 27, 2001