SEC Filing | NRG Energy, Inc.

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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) JULY 25, 2001 NRG ENERGY, INC. ---------------- (Exact name of registrant as specified in its charter) DELAWARE -------- (State or other jurisdiction of incorporation) 001-15891 41-1724239 --------- ---------- (Commission File Number) (IRS Employer Identification No.) 901 MARQUETTE AVENUE, SUITE 2300 MINNEAPOLIS, MN 55402 ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 612-373-5300 (Former name or former address, if changed since last report)

2 ITEM 5. OTHER EVENTS On July 25, 2001, NRG Energy, Inc. reported its financial results for the second quarter of 2001. The press release reporting NRG Energy's second quarter results is filed with this Form 8-K as Exhibit 99.8 See "Item 7. Exhibits." Item 7. Exhibits. The following exhibits are filed with this report on Form 8-K: Exhibit No. Description 99.8 Press release issued July 25, 2001, of NRG Energy, Inc.

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NRG Energy, Inc. (Registrant) By /s/ Leonard A. Bluhm ------------------------------ Leonard A. Bluhm Executive Vice President and Chief Financial Officer (Principal Financial Officer) Dated: July 26, 2001

1 EXHIBIT 99.8 [NRG LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE NRG ENERGY REPORTS SECOND QUARTER EARNINGS OF 25 CENTS PER SHARE FOR THE SECOND QUARTER 2001 HIGHLIGHTS: o Earnings per share of $0.44 increased 26 percent in the first six months of 2001 compared to the first six months of 2000. o Earnings per share for the second quarter 2001 were $0.25, compared to prior estimates of $0.21 to $0.22. Earnings per share for the second quarter of 2000 were $0.28. o Net income for the first six months of 2001 increased 61 percent to $84.3 million from $52.3 million in the first six months of 2000. o Total revenues for the six months ended June 30, 2001, increased 62 percent to $1.37 billion, versus $845.0 million in the previous comparable period. o Net megawatt (MW) ownership increased 58 percent to 21,612 MW in operation and construction as of June 30, 2001, versus 13,637 MW at the end of June 2000. MINNEAPOLIS (July 25, 2001) - NRG Energy, Inc. (NYSE: NRG) today reported record net income and earnings per share for the six-month period ending June 30, 2001. Earnings per share increased 26 percent to $0.44 for the six months from $0.35 in 2000. Earnings per share for the second quarter of 2001 were $0.25 versus $0.28 in the second quarter of 2000. Net income increased 61 percent to $84.3 million year-to-date 2001 compared to $52.3 million during the previous comparable period. Total revenues grew to $1.37 billion for the six-month period from $845.0 million in 2000, an increase of 62 percent. "NRG's strong results overall for the first two quarters of 2001 keep us on track to meet our aggressive growth and financial objectives for this year and we remain comfortable with earnings guidance for the year of $1.35 per share," said David H. Peterson, chairman, president and chief executive officer. "NRG continues to deliver for our shareholders by expanding our highly diversified and well-positioned business platform in attractive markets in the United States and in select markets internationally." Peterson went on to say, "We are focused on creating value for NRG shareholders through our strong acquisition program, continuing success in augmenting returns through our outstanding power marketing area, a construction program that will bring more than 6,600 MW of efficient and environmentally responsible generating capacity online by the end of 2003, and NRG's world-class development efforts leveraged through strategic relationships." During the second quarter, NRG closed on the following projects that have achieved commercial operation:

In addition to acquisitions and development, NRG's evolving power marketing operation is proving to be a competitive strength. NRG has one of the industry's most diversified generation portfolios. This diversity, in terms of geographic markets, fuels and dispatch profiles, allows NRG to follow the electric load in a given market. NRG's strategy is to maximize returns and minimize risks in uncertain markets through its diverse portfolio and not to depend on any single fuel, technology, or market to generate its return and growth requirements. The company also manages risk through the prudent use of long-term power sales and fuel-purchase contracts to lock in margins. "NRG benefits from the diversity of our portfolio in a number of ways," said Peterson. "NRG has enjoyed the earnings upside from significant coal-fired generating assets during periods of high natural gas prices. NRG also has about 20 percent of our assets located in select overseas markets. We are careful, experienced developers and operators of generation facilities and will continue to close well-structured transactions overseas as an important adjunct to our earnings diversity." Other events of note occurring in the second quarter of 2001 include an NRG debt offering of $690 million in senior notes, comprised of $350 million of 7.75 percent notes due 2011 and $340 million of 8.625 percent notes due 2031. In May, NRG also closed on a $2 billion construction/acquisition revolver that is an innovative piece of NRG's overall financing strategy. NRG is a leading global energy company engaged primarily in the acquisition, development, construction, ownership and operation of power generating facilities. The company's operations utilize such diverse fuel sources as natural gas, oil, coal and coal seam methane, biomass, landfill gas, refuse-derived fuel, and hydro. The second quarter 2001 earnings conference call is scheduled for 1:00 p.m. (Eastern) on Wednesday, July 25, 2001. You may access the live conference call by calling (800) 553-0349 in the United States or (612) 288-0318 outside the U.S. The conference call will be simulcast over the Internet and can be accessed through the Investor Relations area of NRG Energy's web site at www.nrgenergy.com. A replay of the conference call will be available after 4:30 p.m. (Eastern) by calling (800) 475-6701 in the United States or (320) 365-3844 outside the United States with an access code of 549077. The information in this news release includes forward-looking statements in addition to historical information. Forward-looking statements above include, but are not limited to, expected earnings and future growth and financial performance. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct. Factors that could cause NRG's actual results to differ materially from those contemplated in the forward-looking statements above include, among others, factors affecting power generation operations such as unusual weather conditions, unscheduled generator outages, unanticipated changes in fuel costs or availability and environmental incidents; changes in government regulation or the implementation of government regulations, including pending changes within or outside of California as a result of the California energy crisis, which could result in NRG's failure to obtain regulatory approvals required to close project acquisitions, and which could adversely affect the continued deregulation of the electric industry; unanticipated developments in the California energy market, including defaults on amounts due and adverse results in current or future litigation; risks associated with the timely completion of development projects,

3 including obtaining competitive contracts and construction delays; and factors affecting the availability or cost of capital, such as changes in interest rates and market perceptions of the power generation industry, NRG or any of its subsidiaries. NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause NRG's actual results to differ materially from those contemplated in the forward-looking statements included in this news release should not be construed as exhaustive. For more information regarding these risks and uncertainties, review NRG's filings with the Securities and Exchange Commission. MORE INFORMATION ON NRG ENERGY IS AVAILABLE AT www.nrgenergy.com. CONTACT: Meredith C. Moore Rick Huckle Media Relations Investor Relations 612.373.8892 612.313.8900

4 CONSOLIDATED STATEMENTS OF INCOME NRG ENERGY, INC. AND SUBSIDIARIES (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2001 2000 2001 2000 OPERATING REVENUES AND EQUITY EARNINGS Revenues from wholly-owned operations $ 661,302 $ 473,836 $ 1,285,564 $ 806,507 Equity in earnings of unconsolidated affiliates 61,598 48,173 80,502 38,529 ----------- ----------- ----------- ----------- Total operating revenues and equity earnings 722,900 522,009 1,366,066 845,036 ----------- ----------- ----------- ----------- OPERATING COSTS AND EXPENSES Cost of wholly-owned operations 479,282 305,908 903,141 520,831 Depreciation and amortization 45,600 30,865 83,692 50,852 General, administrative, and development 44,655 31,108 98,846 56,288 ----------- ----------- ----------- ----------- Total operating costs and expenses 569,537 367,881 1,085,679 627,971 ----------- ----------- ----------- ----------- OPERATING INCOME 153,363 154,128 280,387 217,065 ----------- ----------- ----------- ----------- OTHER INCOME (EXPENSE) Minority interest in earnings of consolidated subsidiary (2,599) (2,283) (4,658) (4,081) Other income, net 11,863 34 13,945 1,565 Interest expense (105,767) (81,858) (192,759) (134,175) ----------- ----------- ----------- ----------- Total other expense (96,503) (84,107) (183,472) (136,691) ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAXES 56,860 70,021 96,915 80,374 ----------- ----------- ----------- ----------- INCOME TAX EXPENSE 7,746 26,440 12,623 28,047 ----------- ----------- ----------- ----------- NET INCOME $ 49,114 43,581 $ 84,292 $ 52,327 ----------- ----------- ----------- ----------- Weighted Average Number of Common Shares Outstanding - Basic 198,515 155,529 191,261 151,567 Earnings per Weighted Average Common Share - Basic $ 0.25 $ 0.28 $ 0.44 $ 0.35 Weighted Average Number of Common Shares Outstanding - Diluted 200,277 156,191 193,994 151,898 Earnings per Weighted Average Common Share - Diluted $ 0.25 $ 0.28 $ 0.43 $ 0.34 See notes to consolidated financial statements.

5 CONSOLIDATED BALANCE SHEET NRG ENERGY, INC. AND SUBSIDIARIES JUNE 30, DECEMBER 31, (In thousands) 2001 2000 -------------- ------------ ------------ ASSETS (UNAUDITED) CURRENT ASSETS Cash and cash equivalents $ 226,552 $ 95,243 Restricted cash 157,243 12,135 Accounts receivable-trade, less allowance for doubtful accounts 375,251 360,075 Accounts receivable-affiliates 151,479 -- Inventory 293,698 174,864 Current portion of notes receivable 25,533 267 Prepayments and other current assets 106,422 30,074 ------------ ------------ Total current assets 1,336,178 672,658 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT, AT ORIGINAL COST In service 5,885,812 4,106,653 Under construction 1,968,610 206,992 ------------ ------------ Total property, plant and equipment 7,854,422 4,313,645 Less accumulated depreciation (343,361) (271,977) ------------ ------------ Net property, plant and equipment 7,511,061 4,041,668 ------------ ------------ OTHER ASSETS Equity investments in affiliates 1,007,704 973,261 Capitalized project costs 46,301 10,262 Notes receivable, less current portion 726,136 76,745 Decommissioning fund investments 4,000 3,863 Intangible assets, net 63,340 61,352 Debt issuance costs, net 102,745 48,773 Other assets, net 279,666 90,410 ------------ ------------ Total other assets 2,229,892 1,264,666 ------------ ------------ TOTAL ASSETS $ 11,077,131 $ 5,978,992 ============ ============ See notes to consolidated financial statements.

6 CONSOLIDATED BALANCE SHEET NRG ENERGY, INC. AND SUBSIDIARIES JUNE 30, DECEMBER 31, (In thousands) 2001 2000 -------------- ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED) CURRENT LIABILITIES Current portion long-term debt $ 402,861 $ 146,469 Revolving line of credit 396,900 8,000 Revolving line of credit, non-recourse 35,000 -- Corporate level, recourse debt 600,000 -- Accounts payable-trade 456,429 255,917 Accounts payable-affiliate -- 7,191 Accrued income taxes 53,208 43,870 Accrued property and sales taxes 17,345 10,531 Accrued salaries, benefits and related costs 18,718 24,830 Accrued interest 88,192 51,962 Other current liabilities 81,271 14,220 ------------ ------------ Total current liabilities 2,149,924 562,990 ------------ ------------ OTHER LIABILITIES Consolidated project-level, long-term, non-recourse debt 3,595,984 2,146,953 Corporate-level, long-term, recourse debt 2,464,283 1,503,896 Deferred income taxes 368,479 55,642 Postretirement and other benefit obligations 74,962 83,098 Other long-term obligations and deferred income 329,095 149,640 Minority interest 44,908 14,685 ------------ ------------ Total liabilities 9,027,635 4,516,904 ------------ ------------ STOCKHOLDERS' EQUITY Class A - Common stock; $.01 par value; 250,000 shares authorized; 147,605 shares issued and outstanding 1,476 1,476 Common stock; $.01 par value; 550,000 shares authorized; 50,928 shares issued and outstanding 509 324 Additional paid-in capital 1, 714,001 1,233,833 Retained earnings 454,437 370,145 Accumulated other comprehensive loss (120,927) (143,690) ------------ ------------ Total Stockholders' Equity 2,049,496 1,462,088 COMMITMENTS AND CONTINGENCIES ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,077,131 $ 5,978,992 ============ ============ See notes to consolidated financial statements.