Filed by Bowne Pure Compliance
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Fiscal Year Ended December 31, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from                      to                     
 
Commission file number 1-16455
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below:
Reliant Energy, Inc. Savings Plan
P.O. Box 148
Houston, TX 77001-0148
B.   Name and issuer of the securities held pursuant to the plan and the address of its principal executive office:
Reliant Energy, Inc.
1000 Main Street
Houston, TX 77002
 
 

 

 


 

RELIANT ENERGY, INC. SAVINGS PLAN
TABLE OF CONTENTS
         
    1  
 
       
FINANCIAL STATEMENTS:
       
 
       
    2  
 
       
    3  
 
       
    4  
 
       
SUPPLEMENTAL SCHEDULE:
       
 
       
    9  
 
       
The following schedules required by the Department of Labor’s regulations are omitted due to the absence of the conditions under which they are required:
       
 
       
Schedule of Reportable Transactions
       
 
       
Schedule of Nonexempt Transactions
       
 
       
Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible
       
 
       
Schedule of Leases in Default or Classified as Uncollectible
       
 
       
Schedule of Assets Acquired and Disposed of Within the Plan Year
       
 
       
EXHIBITS:
       
 
       
 Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm

 

 


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants in the
     Reliant Energy, Inc. Savings Plan:
We have audited the accompanying statements of net assets available for benefits of the Reliant Energy, Inc. Savings Plan (the “Plan”) as of December 31, 2007 and 2006, and the statement of changes in net assets available for benefits for the year ended December 31, 2007. 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007 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 audits 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.
MELTON & MELTON, L.L.P.
Houston, Texas
June 30, 2008

 

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Table of Contents

RELIANT ENERGY, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
                 
    December 31,  
    2007     2006  
ASSETS:
               
Investments, at fair value
  $ 448,691,407     $ 377,720,036  
Participant Loans
    7,278,084       7,026,323  
Contributions Receivable-Employer
    4,254,592       3,749,113  
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
    460,224,083       388,495,472  
 
               
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts
    (411,462 )     478,823  
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 459,812,621     $ 388,974,295  
 
           
See notes to financial statements.

 

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RELIANT ENERGY, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2007
         
ADDITIONS:
       
Contributions:
       
Employer
  $ 19,565,429  
Participant
    21,615,870  
Investment Income:
       
Interest
    2,921,840  
Dividends
    20,923,024  
Net appreciation in fair value of investments
    40,441,380  
Assets transferred in, net
    1,165,451  
Other Income
    449,944  
 
     
 
       
Total additions
    107,082,938  
 
     
 
       
DEDUCTIONS:
       
Benefits paid to participants
    36,144,502  
Administrative expenses
    100,110  
 
     
 
       
Total deductions
    36,244,612  
 
     
 
       
NET INCREASE
    70,838,326  
 
       
NET ASSETS AVAILABLE FOR BENEFITS:
       
BEGINNING OF YEAR
    388,974,295  
 
     
 
       
NET ASSETS AVAILABLE FOR BENEFITS:
       
END OF YEAR
  $ 459,812,621  
 
     
See notes to financial statements.

 

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RELIANT ENERGY, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1.   DESCRIPTION OF THE PLAN
General - The Reliant Energy, Inc. Savings Plan (the “Plan”), is a defined contribution plan sponsored by Reliant Energy, Inc. covering substantially all of the eligible non-bargaining employees of Reliant Energy, Inc. or a subsidiary or an affiliate of Reliant Energy, Inc. (collectively, the “Company”) that has adopted the Plan. The following description of the Plan is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Eligibility - Employees shall be initially eligible to participate in the Plan as soon as practicable following the date the employee first begins service with the Company. Any participant who terminates service and subsequently recommences service with the Company shall again become eligible to participate in the Plan as soon as practicable following the first date the employee recommences service; provided, however, that each such employee is otherwise eligible to become a participant pursuant to the terms of the Plan.
Contributions - Participants may elect to contribute to the Plan on a pre-tax and/or after-tax basis through periodic payroll contributions. Pre-tax contributions may be made from 1% up to 50% of the participant’s eligible compensation each pay period. Additionally, participants may elect to make after-tax contributions from 1% up to 16% of eligible compensation each pay period. Active participants who are, or will be, age 50 or older during a calendar year are eligible to make additional pre-tax contributions (“Catch-Up Contributions”) to the Plan for that year in excess of the annual pre-tax contribution limit up to a maximum amount permitted by the Internal Revenue Code (the “Code”). The total amount of participant pre-tax contributions was limited to $15,500 and $15,000 in 2007 and 2006, respectively. The maximum Catch-Up Contribution amount was $5,000 for 2007 and 2006. Any contributions in excess of the pre-tax contribution limit, excluding any Catch-Up Contributions, are made to the participant’s after-tax account, unless the participant elects otherwise. All eligible compensation under the Plan is subject to the section 401(a) (17) limit of the Code. This limit was $225,000 and $220,000 for 2007 and 2006, respectively.
Plan participants who contribute also receive Company matching contributions equal to 100% of the first 6% of the participant’s contribution. Under the provisions of the Plan, the Company may make two types of discretionary contributions - one is a payroll discretionary contribution and the other is an annual discretionary contribution. For any year, the Company may elect, in its sole discretion, to make payroll discretionary contributions to the Plan on behalf of participants in an amount equal to a prescribed percentage of pay for each payroll period. The payroll discretionary contribution percentage for 2007 and 2006 was 2% and was limited to the first $85,000 of the participant’s eligible compensation for the year. The Company may also elect, in its sole discretion, to make an annual discretionary contribution of up to 3% of the participants’ eligible compensation. The annual discretionary contribution may be made in cash, the Company stock or a combination of cash and the Company stock, as determined by the Chairman of the Board, Chief Executive Officer, President, or Chief Operating Officer of the Company. This contribution will generally be made within 90 days following the end of the Plan year. The annual discretionary contribution receivable at December 31, 2007 and 2006 was approximately $4.3 million and $3.7 million, respectively. Participants do not need to contribute to the Plan to receive either type of discretionary contribution.

 

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The Plan adopted a qualified Roth contribution program. Under this program, participants may irrevocably elect to treat all or a portion of compensation that would otherwise be eligible to defer as pre-tax contributions as designated Roth contributions, as defined in section 402A(c)(1) of the Code.
Effective April 1, 2007, the Plan was amended to provide for the automatic enrollment of eligible employees into the Plan effective on the first day of the first full pay period beginning 30 days after the employee has received written notice of such automatic enrollment (the “Automatic Contribution Notice Period”). The initial contribution percentage will be 3%, on a pre-tax basis, of eligible compensation beginning on the date the employee commences automatic contributions, and incrementing 1% per year, to a maximum of 6%, effective in the month of April of each year. If the employee elects, during the Automatic Contribution Notice Period, not to make pre-tax contributions, or to make contributions to the Plan in an alternate manner, then the automatic contribution provision will not apply.
Participant Accounts - Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions, allocations of Company discretionary contributions, if applicable, any rollover contributions made by the participant and Plan earnings, and may be charged with an allocation of administrative expenses. Participant accounts are funded as soon as administratively possible. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Investments - Participants direct the investment of their contributions, the Company’s matching contribution and the Company’s payroll discretionary contribution into various investment options offered by the Plan. The Company’s annual discretionary contribution may be made in cash or Company stock. If the contribution is made in Company stock, participants can transfer this contribution to any available option.
Vesting - Participants are fully vested in their total account balance, including Company contributions, under the Plan.
Participant Loans - Participants may borrow from their fund accounts up to a maximum of $50,000 or 50% of their account balance, whichever is less. During the period from July 1, 2006 to December 31, 2006, as a result of Hurricanes Katrina, Rita, and Wilma, and in response to new federal laws and IRS guidance, the Plan was amended to provide loans of up to $100,000 or 100% of the participant’s vested account balance for certain eligible participants entitled to disaster relief. Eligible participants may also request a one-year delay of the scheduled repayment date. The loans are secured by the balance in the participant’s account and bear interest at rates commensurate with local prevailing rates as determined under the Plan. Principal and interest are paid ratably through payroll deductions.
Payment of Benefits - On termination of employment including death, disability, or retirement, a participant or beneficiary may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or monthly, quarterly, semi-annual or annual installments not to exceed ten years.

 

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2.   SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Presentation - The accompanying financial statements of the Plan are prepared under the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
Fully Benefit-Responsive Investment Contracts - The Plan accounts for fully benefit-responsive contracts according to Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare Pension Plans (the “FSP”). As described in the FSP, investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through participation in the Vanguard Retirement Savings Trust (the “RST”), a common/collective trust fund. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the RST as well as the adjustment of the portion of the RST related to fully benefit-responsive contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. The effect on the 2007 and 2006 financial statements was an increase and decrease to the fair value of investments of $411,462 and $478,823, respectively.
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, as of the date of the financial statements. Actual results could differ from those estimates.
Market Risk - The Plan provides for investments in various investment securities, including CenterPoint Energy, Inc. common stock (closed to new investment) and the Company common stock, that are exposed to certain risks such as interest rate, credit, and overall market volatility. Due to the level of risk, changes in the value of investment securities could occur in the near term, and these changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.
Administrative Expenses - Administrative expenses of the Plan are paid by either the Plan or the Plan’s sponsor as provided in the Plan document.
Payment of Benefits - Benefits are recorded when paid.
Investment Valuation and Income Recognition - The Plan’s investments are stated at fair value. Shares of registered investment companies (mutual funds) are valued at quoted market prices which represent the net asset value of shares held by the Plan at the end of the year. Units of the RST are valued at net asset value at the end of the year, which approximates fair value. The common stock funds are valued at the year-end unit closing price (comprised of the year-end market price plus uninvested cash position). Participant loans are valued at cost which approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income, if any, is recorded on the ex-dividend date. Capital gain distributions are included in dividend income.
Recent Accounting Pronouncement - In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 (“SFAS 157”), Fair Value Measurements. SFAS 157 defines fair value, outlines a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Plan is currently evaluating the impact of adopting SFAS 157.

 

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3.   ASSETS TRANSFERRED TO THE PLAN
During 2007, assets of approximately $1.2 million transferred to the Plan as a result of net plan-to-plan transfers of participant account balances from the Reliant Energy, Inc. Union Savings Plan.
4.   INVESTMENTS
Plan assets are held at Vanguard Fiduciary Trust Company (the “Trustee”). The following presents investments that represent 5% or more of the Plan’s net assets:
                 
    December 31,  
    2007     2006  
Mutual Funds:
               
Neuberger Berman Genesis Trust
  $ 30,149,659     $ 27,130,397  
American Funds: EuroPacific Growth Fund
    29,493,696       22,163,737  
Vanguard 500 Index Fund Investor Shares
    38,491,929       35,736,659  
Vanguard Growth Equity Fund
    32,030,033       26,205,420  
Vanguard Windsor II Fund Investor Shares
    37,460,021       35,664,962  
Common/Collective Trust Funds:
               
Vanguard Retirement Savings Trust *
    53,968,223       50,238,831  
Common Stock Funds:
               
Reliant Energy Common Stock Fund
    57,170,040       42,694,337  
     
*   Includes adjustments to contract value of $(411,462) and $478,823 for interest in collective trust relating to fully benefit-responsive contracts in 2007 and 2006, respectively.
During 2007, the Plan’s investments, including gains and losses on investments bought and sold, as well as held during the year, appreciated in value as follows:
         
Mutual funds
  $ 9,054,246  
Common stocks
    31,387,134  
 
     
 
  $ 40,441,380  
 
     
5.   PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of a plan termination, participants would remain 100% vested in their account.
6.   RELATED PARTY TRANSACTIONS
The Plan invests in shares of mutual funds and a common/collective trust fund managed by an affiliate of the Trustee, as well as in shares of common stock of the Company. The Plan also provides for loans to participants. Transactions in such investments qualify as party-in-interest transactions which are exempt from the prohibited transaction rules.

 

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7.   TAX STATUS
The Plan obtained its latest determination letter dated July 23, 2007, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable requirements of the Code. The plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
8.   SUBSEQUENT EVENTS
The Plan was amended, effective January 1, 2008, to determine eligible compensation for the purpose of annual discretionary contributions, to include compensation earned while participating in another qualified plan sponsored by the Company. The payroll discretionary company contribution of 2% will be limited to the Social Security wage base for each calendar year. In addition, the Plan adopted an automatic enrollment feature for employees eligible to participate in the Plan initially employed on or after January 1, 2008, and after being duly provided an automatic contribution notice, or eligible to participate in the Plan on April 30, 2008, and have not affirmatively elected to make or not to make contributions to the Plan. Such employees shall be automatically enrolled in the Plan to make pre-tax contributions. The amendment also allows unclaimed benefits to be used to reinstate any previously forfeited benefits or to reduce Company contributions.

 

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RELIANT ENERGY, INC. SAVINGS PLAN
Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)
As of December 31, 2007
EIN 76-0655566
PLAN 001
                     
(a)   (b)   (c)   (d)   (e)  
        Description of investment including          
    Identity of issue, borrower, lessor or   maturity date, rate of interest,          
    similar party   collateral, par, or maturity value   Cost   Current value  
 
                   
 
  Mutual Funds:                
*
  American Funds: EuroPacific Growth Fund   Registered Investment Company   (1)   $ 29,493,696  
*
  American Funds: New Perspective Fund   Registered Investment Company   (1)     6,802,241  
*
  American Funds: The Growth Fund of America   Registered Investment Company   (1)     4,691,880  
*
  Artisan International Fund, International Shares   Registered Investment Company   (1)     9,017,127  
*
  Davis New York Venture Fund, Inc. — Class A Shares   Registered Investment Company   (1)     2,157,154  
*
  Dodge & Cox Balanced Fund   Registered Investment Company   (1)     13,704,452  
*
  Fidelity Securities Fund: Fidelity Dividend Growth Fund   Registered Investment Company   (1)     5,991,521  
 
  Harris Associates Investment Trust:                
*
  Oakmark Fund; Class I Shares   Registered Investment Company   (1)     1,855,908  
*
  Neuberger Berman Genesis Trust   Registered Investment Company   (1)     30,149,659  
 
  PIMCO Funds: Pacific Investment                
*
  Management Series: Total Return   Registered Investment Company   (1)     15,009,158  
*
  T. Rowe Price Equity Income Fund Advisor Class   Registered Investment Company   (1)     1,915,745  
*
  T. Rowe Small-Cap Stock Fund — Advisor Class   Registered Investment Company   (1)     3,518,129  
*
  Turner Small Cap Growth Fund — Class I Shares   Registered Investment Company   (1)     7,337,520  
*
  Vanguard 500 Index Fund Investor Shares   Registered Investment Company   (1)     38,491,929  
*
  Vanguard Capital Opportunity Fund   Registered Investment Company   (1)     10,120,145  
*
  Vanguard Growth Equity Fund   Registered Investment Company   (1)     32,030,033  
*
  Vanguard PRIMECAP Fund   Registered Investment Company   (1)     6,538,743  
*
  Vanguard Target Retirement 2005 Fund   Registered Investment Company   (1)     876,579  
*
  Vanguard Target Retirement 2010 Fund   Registered Investment Company   (1)     1,231,144  
*
  Vanguard Target Retirement 2015 Fund   Registered Investment Company   (1)     11,105,659  
*
  Vanguard Target Retirement 2020 Fund   Registered Investment Company   (1)     1,583,030  
*
  Vanguard Target Retirement 2025 Fund   Registered Investment Company   (1)     18,927,209  

 

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RELIANT ENERGY, INC. SAVINGS PLAN
Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)
As of December 31, 2007 — continued
EIN 76-0655566
PLAN 001
                     
(a)   (b)   (c)   (d)   (e)  
        Description of investment including          
    Identity of issue, borrower, lessor or   maturity date, rate of interest,          
    similar party   collateral, par, or maturity value   Cost   Current value  
 
                   
*
  Vanguard Target Retirement 2030 Fund   Registered Investment Company   (1)     686,914  
*
  Vanguard Target Retirement 2035 Fund   Registered Investment Company   (1)     9,030,752  
*
  Vanguard Target Retirement 2040 Fund   Registered Investment Company   (1)     489,480  
*
  Vanguard Target Retirement 2045 Fund   Registered Investment Company   (1)     4,127,903  
*
  Vanguard Target Retirement 2050 Fund   Registered Investment Company   (1)     610,888  
*
  Vanguard Target Retirement Income Fund   Registered Investment Company   (1)     1,415,167  
*
  Vanguard Total Bond Market Index Fund   Registered Investment Company   (1)     9,556,736  
*
  Vanguard Total Stock Market Fund Investor Shares   Registered Investment Company   (1)     8,911,415  
*
  Vanguard Windsor II Fund Investor Shares   Registered Investment Company   (1)     37,460,021  
 
                   
 
  Common/Collective Trust Funds:                
*
  Vanguard Retirement Savings Trust   Common/Collective Trust   (1)   $ 53,968,223  
 
                   
 
  Common Stock Funds:                
*
  CenterPoint Energy Stock Fund   Company Stock Fund   (1)   $ 12,303,745  
*
  Reliant Energy Common Stock Fund   Company Stock Fund   (1)     57,170,040  
*
  Participant Loans   Interest rates between 4.0% - 10.5%   0   $ 7,278,084  
 
                 
 
                   
 
  Total assets held for investment purposes           $ 455,558,029  
 
                 
 
     
*   Party-in-interest.
 
(1)   Cost information has been omitted because all investments are participant-directed.

 

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SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Committee of Reliant Energy, Inc. has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  RELIANT ENERGY, INC. SAVINGS PLAN
 
 
  By   /s/ JAMES A. AJELLO    
    James A. Ajello, Chairman of the Benefits   
    Committee of Reliant Energy, Inc., Plan
Administrator 
 
June 30, 2008

 

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EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  23.1    
Consent of Independent Registered Public Accounting Firm — Melton & Melton, L.L.P.

 

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