þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name and issuer of the securities held pursuant to the plan and the address of its principal executive office: |
1 | ||||||||
FINANCIAL STATEMENTS: |
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2 | ||||||||
3 | ||||||||
4 | ||||||||
10 | ||||||||
Consent of Independent Registered Public Accounting Firm - Melton & Melton, L.L.P. |
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 |
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December 31, | ||||||||
2008 | 2007 | |||||||
ASSETS: |
||||||||
Investments, at fair value |
$ | 318,945,016 | $ | 455,969,491 | ||||
Contributions Receivable-Employer |
1,754,036 | 4,254,592 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
320,699,052 | 460,224,083 | ||||||
Adjustment from fair value to contract
value for interest in collective trust
relating to fully benefit-responsive
investment contracts |
761,333 | (411,462 | ) | |||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 321,460,385 | $ | 459,812,621 | ||||
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ADDITIONS, LESS LOSS ON INVESTMENTS: |
||||
Contributions: |
||||
Employer |
$ | 19,226,619 | ||
Participant |
24,057,803 | |||
Total contributions |
43,284,422 | |||
Loss on Investments: |
||||
Interest |
3,007,500 | |||
Dividends |
11,171,425 | |||
Net depreciation in fair value of investments |
(170,713,557 | ) | ||
Total loss on investments |
(156,534,632 | ) | ||
Assets transferred in, net |
526,902 | |||
Other Income |
5,526 | |||
Total additions, less loss on investments |
(112,717,782 | ) | ||
DEDUCTIONS: |
||||
Benefits paid to participants |
25,508,722 | |||
Administrative expenses |
125,732 | |||
Total deductions |
25,634,454 | |||
NET DECREASE |
(138,352,236 | ) | ||
NET ASSETS AVAILABLE FOR BENEFITS: |
||||
BEGINNING OF YEAR |
459,812,621 | |||
NET ASSETS AVAILABLE FOR BENEFITS: |
||||
END OF YEAR |
$ | 321,460,385 | ||
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1. | DESCRIPTION OF THE PLAN | |
General The RRI Energy, Inc. Savings Plan (the Plan), is a defined contribution plan sponsored by RRI Energy, Inc. (formerly, Reliant Energy, Inc.) covering substantially all of the eligible non-bargaining employees of RRI Energy, Inc. or a subsidiary or an affiliate of RRI 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. | ||
The Plan was amended to provide for the automatic enrollment of eligible new 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 pre-tax contribution will be 3% of eligible compensation, incrementally increasing by 1% per year each April up to a maximum of 6%. 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. | ||
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 participants 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 Plan adopted a qualified Roth contribution program. Under this program, participants may elect to treat all or a portion of their contributions 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. The total amount of participant pre-tax contributions combined with Roth contributions was limited to $15,500 for 2008 and 2007. The maximum Catch-Up Contribution amount was $5,000 for 2008 and 2007. Any contributions in excess of the pre-tax contribution limit, excluding any Catch-Up Contributions, are made to the participants 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 $230,000 and $225,000 for 2008 and 2007, respectively. | ||
Plan participants who contribute receive Company matching contributions equal to 100% of the first 6% of their contribution. The Company also may make payroll profit-sharing contributions and annual discretionary profit-sharing contributions. The payroll profit-sharing contribution was 2% of eligible compensation, and was limited to the first $102,000 and $85,000 of the participants eligible |
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compensation for 2008 and 2007, respectively. The Company may also elect, in its sole discretion, to make an annual discretionary profit-sharing contribution of up to 3% of the participants eligible compensation in cash, Company stock or a combination. This contribution will generally be made within 90 days following the end of the Plan year. The annual discretionary contribution receivable at December 31, 2008 and 2007 was approximately $1.8 million and $4.3 million, respectively. Participants do not need to contribute to the Plan to receive either type of profit-sharing contribution. | ||
The Plan was amended, effective January 1, 2008, to provide that eligible compensation for the purpose of annual discretionary contributions includes compensation earned while participating in another qualified plan sponsored by the Company. The amendment also provided for automatic enrollment of employees eligible to participate in the Plan on April 30, 2008 who had not affirmatively elected to make or not to make contributions to the Plan. Such employees are automatically enrolled in the Plan to make pre-tax contributions on the same terms as newly hired employees. Any eligible employee who is enrolled in the automatic contributions arrangement will be provided with a ninety (90) day period (commencing from the first payroll period subject to the automatic contribution) to elect out of the arrangement and withdraw the automatic contributions made on their behalf, adjusted for investment gains and losses. Any employer matching contributions attributable to the returned automatic contributions will be forfeited. | ||
Participant Accounts Individual accounts are maintained for each Plan participant. Each participants account is credited with the participants contributions, the Companys 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 participants vested account. | ||
Investments Participants direct the investment of their contributions, the Companys matching contribution and the Companys payroll discretionary contribution into various investment options offered by the Plan. The Companys 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 participants 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 participants 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 participants vested interest in his or her account, or monthly, quarterly, semi-annual or annual installments not to exceed ten years. | ||
Forfeited Accounts At December 31, 2008 and 2007, forfeited nonvested accounts totaled $164,837 and $89,246, respectively. These accounts will be used to reduce future Company contributions. Company contributions were reduced by $12,373 from forfeited nonvested accounts during 2008. |
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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, a common/collective trust fund. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the Vanguard Retirement Savings Trust as well as the adjustment of the portion of the Vanguard Retirement Savings Trust 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 2008 and 2007 financial statements was an increase and decrease to the fair value of investments of $761,333 and ($411,462), 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. During the year ended December 31, 2008, net depreciation in fair value of investments totaled approximately ($170.7) million due to a significant amount of market volatility that was, in part, a result of a general decline in global economic conditions. 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 Plans sponsor as provided in the Plan document. | ||
Payment of Benefits Benefits are recorded when paid. | ||
Investment Valuation and Income Recognition Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 5 for discussion of fair value measurements. | ||
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation or net depreciation includes the Plans gains and losses on investments bought and sold as well as held during the year. |
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3. | ASSETS TRANSFERRED TO THE PLAN | |
During 2008, assets of approximately $527,000 transferred to the Plan as a result of net plan-to-plan transfers of participant account balances from the RRI 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 Plans net assets: |
December 31, | ||||||||
2008 | 2007 | |||||||
Mutual Funds: |
||||||||
American Funds: EuroPacific Growth Fund |
$ | 16,121,361 | $ | 29,493,696 | ||||
Neuberger Berman Genesis Trust |
19,928,125 | 30,149,659 | ||||||
PIMCO Total Return Fund Administrative Class |
19,390,893 | | ||||||
Vanguard 500 Index Fund Investor Shares |
24,531,633 | 38,491,929 | ||||||
Vanguard Growth Equity Fund |
| 32,030,033 | ||||||
Vanguard Windsor II Fund Investor Shares |
22,397,785 | 37,460,021 | ||||||
Common/Collective Trust Funds: |
||||||||
Vanguard Retirement Savings Trust * |
58,997,255 | 53,968,223 | ||||||
Common Stock Funds: |
||||||||
RRI Energy Common Stock Fund |
21,071,115 | 57,170,040 |
* | The Vanguard Retirement Savings Trust, a fully benefit-responsive investment contract, as listed above represents the contract value of the Plans investment. |
During 2008, the Plans investments, including gains and losses on investments bought and sold, as well as held during the year, depreciated in value as follows: |
Net depreciation | ||||
in fair value | ||||
of investments | ||||
Mutual funds |
$ | (120,451,447 | ) | |
Common stocks |
(50,262,110 | ) | ||
$ | (170,713,557 | ) | ||
5. | FAIR VALUE MEASUREMENTS | |
As of January 1, 2008, the Plan adopted the provisions of Statement on Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements, for its investments. SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. | ||
The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. |
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Mutual funds | ||
The shares of registered investment companies are valued at quoted market prices in an exchange and active market, which represent the net asset values of shares held by the Plan at year end and are classified as Level 1 investments. | ||
Common/collective trust fund | ||
The Vanguard Retirement Savings Trust is a collective investment trust fund that invests solely in the Vanguard Retirement Savings Master Trust. The underlying investments of the Master Trust are primarily in pools of investment contracts that are issued by insurance companies and commercial banks and in contracts that are backed by high-quality bonds, bond and securities trusts, and mutual funds. The investments of the Master Trust are valued based on the aggregate market values of the applicable bonds, bond and securities trusts, and other investments and are classified as Level 2 investments. | ||
Common stock funds | ||
The common stock funds consist of the common stock of RRI Energy, Inc., the common stock of CenterPoint Energy Inc. and cash and/or money market investments sufficient to help accommodate daily transactions within each fund and are classified as Level 1 investments. | ||
Participant loans | ||
Participant loans are valued at their outstanding balances, which approximate fair value and are classified as Level 3 investments. | ||
As of December 31, 2008, the Plans investments measured at fair value on a recurring basis were as follows: |
Fair Value Measurements Using Input | ||||||||||||||||
Type | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
$ | 223,808,660 | $ | | $ | | $ | 223,808,660 | ||||||||
Common/collective trust fund |
| 58,235,922 | | 58,235,922 | ||||||||||||
Common stock funds |
28,901,662 | | | 28,901,662 | ||||||||||||
Participant loans |
| | 7,998,772 | 7,998,772 | ||||||||||||
Total |
$ | 252,710,322 | $ | 58,235,922 | $ | 7,998,772 | $ | 318,945,016 | ||||||||
Changes in the fair value of the Plans Level 3 investments during the year ended December 31, 2008 were as follows: |
Participant | ||||
loans | ||||
Beginning balance |
$ | 7,278,084 | ||
Issuances and settlements (net) |
720,688 | |||
Ending balance |
$ | 7,998,772 | ||
6. | 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. |
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7. | 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. | ||
8. | 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 Plans financial statements. | ||
9. | SUBSEQUENT EVENTS | |
On May 1, 2009, the Company completed the sale of its equity interests in its Texas retail entities. As a result of the sale, more than 20% of the Plan participants were terminated which resulted in a partial termination of the Plan. In the event the Plan is wholly or partially terminated, each affected participants interest in the Plans assets as of the termination date remains 100% vested and nonforfeitable. | ||
Effective May 2, 2009, Reliant Energy, Inc. changed its name to RRI Energy, Inc. and the Plan was amended to reflect the change in the Companys name. |
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( 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 -- Class A | Registered Investment Company | (1 | ) | $ | 16,121,361 | |||||||
American Funds: New Perspective Fund -- Class A | Registered Investment Company | (1 | ) | 4,714,723 | ||||||||
American Funds: Growth Fund of America -- Class A | Registered Investment Company | (1 | ) | 3,269,238 | ||||||||
Artisan International Fund, Investor Class | Registered Investment Company | (1 | ) | 4,060,923 | ||||||||
Davis New York Venture Fund, Inc. -- Class A Shares | Registered Investment Company | (1 | ) | 1,531,208 | ||||||||
Dodge & Cox Balanced Fund | Registered Investment Company | (1 | ) | 8,491,467 | ||||||||
Neuberger Berman Genesis Trust | Registered Investment Company | (1 | ) | 19,928,125 | ||||||||
PIMCO Total Return Fund -- Administrative Class | Registered Investment Company | (1 | ) | 19,390,893 | ||||||||
T. Rowe Price Equity Income Fund --Advisor Class | Registered Investment Company | (1 | ) | 1,140,213 | ||||||||
T. Rowe Small-Cap Stock Fund -- Advisor Class | Registered Investment Company | (1 | ) | 2,172,700 | ||||||||
Turner Small Cap Growth Fund -- Class I Shares | Registered Investment Company | (1 | ) | 3,826,300 | ||||||||
* |
Vanguard 500 Index Fund Investor Shares | Registered Investment Company | (1 | ) | 24,531,633 | |||||||
* |
Vanguard Capital Opportunity Fund Investor Shares | Registered Investment Company | (1 | ) | 5,931,855 | |||||||
* |
Vanguard Dividend Growth Fund | Registered Investment Company | (1 | ) | 4,062,141 | |||||||
* |
Vanguard Growth Equity Fund | Registered Investment Company | (1 | ) | 14,903,943 | |||||||
* |
Vanguard PRIMECAP Fund Investor Shares | Registered Investment Company | (1 | ) | 4,572,215 | |||||||
* |
Vanguard Target Retirement 2005 Fund | Registered Investment Company | (1 | ) | 767,849 | |||||||
* |
Vanguard Target Retirement 2010 Fund | Registered Investment Company | (1 | ) | 898,701 | |||||||
* |
Vanguard Target Retirement 2015 Fund | Registered Investment Company | (1 | ) | 8,703,841 | |||||||
* |
Vanguard Target Retirement 2020 Fund | Registered Investment Company | (1 | ) | 1,643,548 | |||||||
* |
Vanguard Target Retirement 2025 Fund | Registered Investment Company | (1 | ) | 13,201,179 | |||||||
* |
Vanguard Target Retirement 2030 Fund | Registered Investment Company | (1 | ) | 905,998 | |||||||
* |
Vanguard Target Retirement 2035 Fund | Registered Investment Company | (1 | ) | 7,201,180 | |||||||
* |
Vanguard Target Retirement 2040 Fund | Registered Investment Company | (1 | ) | 1,176,317 | |||||||
* |
Vanguard Target Retirement 2045 Fund | Registered Investment Company | (1 | ) | 3,478,097 |
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( 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 2050 Fund | Registered Investment Company | (1 | ) | 528,509 | |||||||
* |
Vanguard Target Retirement Income Fund | Registered Investment Company | (1 | ) | 1,066,861 | |||||||
* |
Vanguard Total Bond Market Index Fund Investor Shares | Registered Investment Company | (1 | ) | 15,399,546 | |||||||
* |
Vanguard Total International Stock Index Fund | Registered Investment Company | (1 | ) | 1,421,922 | |||||||
* |
Vanguard Total Stock Market Index Fund Investor Shares | Registered Investment Company | (1 | ) | 6,368,389 | |||||||
* |
Vanguard Windsor II Fund Investor Shares | Registered Investment Company | (1 | ) | 22,397,785 | |||||||
Common/Collective Trust Funds: | ||||||||||||
* |
Vanguard Retirement Savings Trust | Common/Collective Trust | (1 | ) | 58,997,255 | |||||||
Common Stock Funds: | ||||||||||||
CenterPoint Energy Stock Fund | Company Stock Fund | (1 | ) | 7,830,547 | ||||||||
* |
RRI Energy Common Stock Fund | Company Stock Fund | (1 | ) | 21,071,115 | |||||||
* |
Participant Loans | Interest rates between 5.0% - 10.5% | $ | 0 | 7,998,772 | |||||||
Total assets held for investment purposes | $ | 319,706,349 | ||||||||||
* | Party-in-interest. | |
(1) | Cost information has been omitted because all investments are participant-directed. |
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RRI ENERGY, INC. SAVINGS PLAN |
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By | /s/ DAVID FREYSINGER | |||
David Freysinger, Chairman of the Benefits | ||||
Committee of RRI Energy, Inc., Plan Administrator |
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