UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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)    November 9, 2004   

NRG Energy, Inc.

Delaware

612-373-5300

Not Applicable

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     [  ]    Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

     [  ]    Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

     [  ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

     [  ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

     On November 9, 2004, NRG Energy, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2004. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits.

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.

Dated: November 9, 2004

Exhibit Index

		NEWS RELEASE

For Immediate Release

NRG Reports Continued Strong Cash Flow Generation through Third
Quarter; Raises Full-Year Outlook

PRINCETON, NJ (November 9, 2004) - NRG Energy, Inc. (NYSE:NRG) today reported earnings of $54 million, or $0.54 per diluted share, for the third quarter ended September 30, 2004. This included $11 million or $0.11 per diluted share related to discontinued operations. Earnings from ongoing operations were $43 million, or $0.43 per diluted share. Net earnings for the nine months ended September 30, 2004 were $167 million or $1.67 per diluted share. Year-to-date net earnings included $23 million from discontinued operations or $0.23 per diluted share. The Company’s net earnings have contributed to a net cash flow generation of $554 million year-to-date.

Adjusted net income, excluding discontinued operations and other nonrecurring items, was $88 million or $0.87 per diluted share for three months ended September 30, 2004 and $171 million or $1.71 per diluted shares for nine months ended September 30, 2004. Adjustments were primarily associated with asset impairments, restructuring and relocation charges and litigation settlements.

“The fact that we could achieve such a healthy result and strong cash generation, notwithstanding the mild summer weather, provides further validation for our multifuel, multiregional business model,” said David Crane, President and Chief Executive Officer. “It is a testament to our people that we are positioned to raise our full-year adjusted EBITDA target in a year when we have re-established the Company and are building the platform for future growth.”

Third Quarter Highlights:

Business Summary

Adjusted EBITDA by region for the third quarter 2004 was as follows:

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Northeast: Mild weather limited production from our intermediate and peaking plants in the third quarter. As a result, energy revenues were less than expected for the quarter from our western NY and PJM assets.

The Northeast represented approximately 44% of total capacity revenues for the third quarter, largely driven by our New York City and Connecticut assets. The third quarter included three out of the six months of the summer capability period during which capacity prices in New York City were at their highest level.

Several of our Connecticut facilities (Middletown, Montville, and Devon 11-14) continued to receive cost based reliability-must-run (RMR) payments, which were effective as of January 17, 2004. On November 2, 2004, NRG together with the Connecticut Department of Utility Control, the Connecticut Office of Consumer Council, ISO-New England and other parties, filed an uncontested settlement of all outstanding RMR matters for approval by the Federal Energy Regulatory Commission (FERC). We expect this development to provide NRG with certainty regarding our RMR units’ revenues through 2005.

South Central: Our long-term contracts generally provided for capacity and energy payments while strong generation performance, particularly out of Big Cajun 2, provided for increased merchant energy sales, resulting in higher revenues.

Our South Central assets contributed 27% of our capacity revenues this quarter. These capacity payments are typically steady quarter to quarter, and are relatively unaffected by seasonal shifts.

West Coast: Equity earnings from West Coast Power, our 50% joint venture with Dynegy Inc., were higher than expected due to favorable market conditions. NRG and its partner Dynegy Inc., continue to work with the CAISO and incumbent load serving utilities in an effort to secure a replacement contract for the California Department of Water Resources contract that expires at year-end 2004. The Cabrillo I and II RMR (net 575MW) contracts have been extended through 2005.

International: Our Australian results, consisting of 100% owned Flinders and 37.5% interest in Gladstone, benefited from strong pool prices driven primarily by a significant number of plants being out of service. This drove up the prices across the National Electricity Market, including South Australia. Equity earnings from our investment located in the United Kingdom benefited from a $13 million mark-to-market gas contract adjustment. As the German assets (MIBRAG and Schkopau) are fully contracted, sales and profit are not sensitive to spikes in weather or commodity prices.

Coal Sourcing: We continue to work diligently on the implementation of our long-term coal strategy. This strategy is based on an integrated approach to multisource procurement of private railcar capacity, rail transportation services and the commodity itself. The Company, during the third quarter, implemented a critical component of this strategy by ordering 1,540 new bulk coal railcars from Johnstown America Corporation. NRG expects to begin taking delivery of this railcar fleet in the first quarter 2005.

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Liquidity and Cash Flow

Liquidity as of September 30, 2004, increased to $1.6 billion as set forth below:

Table 1: Corporate Liquidity

During the third quarter, NRG completed sales of noncore assets (Batesville and McClain), resulting in $27 million in cash proceeds and $449 million debt reduction. Additionally, NRG executed a purchase and sale agreement for its Kendall facility, which is expected to reduce consolidated debt further by nearly $450 million. Excluding Kendall, our net debt to total capital, excluding operating cash, stood at 50% at the end of the third quarter. We anticipate the Kendall sale to close by year-end.

“As a necessary first step in our capital allocation plan, we are working to refinance our senior bank facility,” said Robert Flexon, Chief Financial Officer. “Our goal for refinancing is to reduce our interest costs and to improve the allocation of capital for the benefit of our shareholders.”

Outlook

The Company’s updated outlook for 2004 is as follows:

Table 2: 2004 EBITDA Outlook³

Through the remainder of the year, the Company’s gross margin is substantially hedged. With respect to 2005, fuel supply interruptions related to Hurricane Ivan and more general market concerns about the adequacy of winter gas supplies have recently resulted in a significant increase in forward gas prices. Although we believe long term natural gas prices remain well supported we expect prices to be highly volatile and extremely sensitive to weather, in the short term. As a result, while we continue to manage our generation portfolio actively, the recent run up in forward prices has provided an opportunity to increase our hedging of coal margins for 2005.

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S-4 Filing

On November 3, 2004, the Company filed a Registration Statement on Form S-4 with the Securities and Exchange Commission. This is the first step in the registration of the $1.75 billion of our 8% second priority senior secured notes due 2013 that were issued in December 2003 and January 2004.

Earnings Conference Call

On November 9, NRG will host a conference call at 9 a.m. EST to discuss these results. To access the live webcast and accompanying slide presentation, log on to NRG’s website at http://www.nrgenergy.com and click on “Investors.” To participate in the call, dial 877.407.8035. International callers should dial 201.689.8035. Participants should dial in or log on approximately five minutes prior to the scheduled start time.

The call will be available for replay shortly after completion of the live event on the “Investors” section of the NRG website.

About NRG

NRG Energy, Inc. owns and operates a diverse portfolio of power-generating facilities, primarily in the Northeast, South Central and West Coast regions of the United States. Its operations include baseload, intermediate, peaking, and cogeneration facilities, thermal energy production and energy resource recovery facilities. NRG also has ownership interests in international generating facilities in Australia, Germany and the United Kingdom.

Safe Harbor Disclosure

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks, uncertainties and assumptions and include, but are not limited to, expected earnings, future growth and financial performance, and typically can be identified by the use of words such as “expect,” “estimate,” “anticipate,” “forecast,” “plan,” “believe” and similar terms. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, general economic conditions, hazards customary in the power industry, weather conditions, foreign exchange rates, competition in wholesale power markets, the volatility of energy and fuel prices, failure of customers to perform under contracts, changes in the wholesale power markets and related government regulation, the condition of capital markets generally, our ability to access capital markets, unanticipated outages at our generation facilities, our ability to convert facilities to burn western coal, our substantial indebtedness and the possibility that we may incur additional indebtedness, adverse results in current and future litigation, the willingness of counterparties to negotiate new contracts in California, and the amount of proceeds from asset sales.

NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The adjusted EBITDA guidance is an estimate as of today’s date, November 9, 2004 and is based on assumptions believed to be reasonable as of this date. NRG expressly disclaims any current intention to update such guidance. 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 be considered in connection with information regarding risks and uncertainties that may affect NRG’s future results included in NRG’s filings with the Securities and Exchange Commission at www.sec.gov.

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More information on NRG is available at www.nrgenergy.com

Contacts:

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NRG ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

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NRG ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (REORGANIZED COMPANY)
(Unaudited)

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NRG ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (REORGANIZED COMPANY)
(Unaudited)

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NRG ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

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NRG ENERGY, INC. AND SUBSIDIARIES
Reconciliation of NonGAAP Financial Measures

Adjusted Net Income Reconciliation

The following table summarizes the calculation of adjusted net income and provides a reconciliation to GAAP net income/(loss), including per share amounts:

EBITDA Reconciliation

The following table summarizes the calculation of EBITDA and provides a reconciliation to net income/(loss):

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Forecasted Adjusted EBITDA Reconciliation

The following table summarizes the calculation of adjusted EBITDA and provides a reconciliation to forecasted cash flow from operations:

EBITDA, Adjusted EBITDA and adjusted net income are nonGAAP financial measures. These measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. The presentation of Adjusted EBITDA and adjusted net income should not be construed as an inference that NRG’s future results will be unaffected by unusual or non-recurring items.

EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA is presented because NRG considers it an important supplemental measure of its performance and believes debt-holders frequently use EBITDA to analyze operating performance and debt service capacity. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are:

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Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to use to invest in the growth of NRG’s business. NRG compensates for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally. See the statements of cash flow included in the financial statements that are a part of this press release.

Adjusted EBITDA is presented as a further supplemental measure of operating performance. Adjusted EBITDA represents EBITDA adjusted for reorganization, restructuring, impairment and corporate relocation charges, discontinued operations, and write downs and losses on the sales of equity method investments; factors which we do not consider indicative of future operating performance. The reader is encouraged to evaluate each adjustment and the reasons NRG considers it appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA. In addition, in evaluating Adjusted EBITDA, the reader should be aware that in the future NRG may incur expenses similar to the adjustments in this presentation.

Similar to Adjusted EBITDA, Adjusted net income represents net income adjusted for reorganization, restructuring, impairment and corporate relocation charges, discontinued operations, and write downs and losses on the sales of equity method investments; factors which we do not consider indicative of future operating performance. The reader is encouraged to evaluate each adjustment and the reasons NRG considers it appropriate for supplemental analysis. In addition, in evaluating Adjusted net income, the reader should be aware that in the future NRG may incur expenses similar to the adjustments in this presentation.

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