UNITED STATES

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) May 10, 2005

NRG Energy, Inc.

Delaware

609-524-4500

     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):

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

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

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

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

Table of Contents

Item 2.02 Results of Operations and Financial Condition

     On May 10, 2005, NRG Energy, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2005. 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: May 10, 2005

Exhibit Index

Exhibit 99.1

		NEWS RELEASE

FOR IMMEDIATE RELEASE

NRG Energy, Inc. Reports First Quarter 2005 Results and
Announces $100 Million Improvement Initiative

Princeton, NJ; (May 10, 2005)—NRG Energy, Inc. (NYSE: NRG) today reported net income for the quarter ended March 31, 2005 of $22.6 million, or $0.21 per diluted share versus the prior year of $30.2 million, or $0.30 per diluted share, which included $1.2 million loss or $0.01 per diluted share related to discontinued operations. Weaker year-on-year performance was largely the result of very mild peak season weather in the Northeast United States and Australia relative to 2004 and mark-to-market losses.

Adjusted net income, excluding discontinued operations and other nonrecurring items, was $14.4 million or $0.16 per diluted share for the three months ended March 31, 2005 and $36.5 million or $0.36 per diluted shares for the comparable period ended March 31, 2004. Adjustments were primarily associated with asset impairments, restructuring and relocation charges and litigation settlements (see Table A-1).

“During the first quarter, we launched internally a cost improvement initiative called ‘F.O.R.@NRG’ as the logical follow on to our highly successful Powder River Basin coal conversion program,” said David Crane, NRG President and CEO. “We are sufficiently pleased with the progress made to date with F.O.R.@NRG that we expect a $100 million per year recurring benefit by the end of its implementation period. Even excluding the expected first year benefits from F.O.R.@NRG, our continuing dedication to all phases of portfolio and asset management enables us to raise our 2005 adjusted EBITDA guidance to $600 million, notwithstanding the soft margins we experienced in the first quarter.”

First Quarter Highlights:

NRG’s operating income for the quarter was $46.4 million as compared to $119.7 million for the first quarter 2004. While domestic generation output and power prices for the first quarter of 2005 increased over the first quarter 2004, compressed oil and dark spark spreads drove operating income lower. Revenues of $601 million for the three months ended March 31, 2005 remained relatively unchanged compared to first quarter 2004. Increased generation from our New York City, South

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Central, and Indian River facilities drove higher merchant revenues which, combined with higher financial revenues from settled hedging activity, offset the mark-to-market losses associated with forward financial sales of electricity supporting our Northeast assets. Higher cost of energy of $59.5 million also impacted first quarter operating income. Of this total increase, $45.4 million was due to fuel price increases at our Northeast and South Central regions. Increased generation largely accounted for the remainder. NRG continues to focus on environmental and operating improvements at the plants and has begun a number of significant outages at the South Central, Western New York and Indian River plants. This work increased operating and maintenance expenses by $11.6 million, as compared to the first quarter 2004. The increased expenses were substantially attributable to the aggressive implementation of our Powder River Basin conversion program and related environmental remediation at NRG’s Big Cajun II, Huntley and Dunkirk coal-fired plants.

Income from continuing operations for the quarter totaled $22.6 million versus $31.4 million for the first quarter of 2004. Offsetting the lower operating income were lower interest expense, higher equity earnings, higher other income, and lower income taxes. Lower interest expense of $6.7 million was primarily due to the Senior Credit Facility refinancing in December 2004 which reduced the first lien debt interest rate by 212.5 basis points. A $12 million after-tax mark-to-market gain associated with Enfield’s natural gas contract contributed to an increase in equity earnings. Additionally, the settlement associated with the TermoRio project resulted in $13.5 million gain, adding to an increase in other income. The effective tax rate for the first quarter 2005 was 17.5% due to the appropriation of a full valuation allowance and earnings in foreign jurisdictions taxed at rates lower than the U.S. statutory rate.

Cash flow from operations totaled $64 million for the three months ended March 31, 2005, as compared to $350 million for the three months ended March 31, 2004. In the first quarter of 2004, NRG received $125 million from Xcel Energy, Inc. related to its emergence from Chapter 11. Additionally, during the first quarter of 2005, the Company increased its hedging activity which required increased credit support compared to the same quarter last year. Prepayments and other current assets increased in the first quarter of 2005 by $124.5 million, primarily to support the increased level of hedging transactions. Collateral requirements will fluctuate throughout the year as forward power prices move and, since March 31, 2005, approximately $41 million of cash collateral has been returned as of May 6, 2005.

Regional Segment Review of Results
Table 1: Adjusted EBITDA by region

Northeast: The Northeast region had first quarter 2005 adjusted EBITDA of $54.0 million versus $114.8 million in 2004. Mild weather during the first quarter 2005 kept peak period spark spreads in

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the Northeast compressed. Although gas prices were 13% higher than the first quarter last year, resulting in higher power prices, overall spreads were compressed for coal and oil in the first quarter this year versus the same quarter in 2004. Total Northeast generation for the quarter increased slightly over last year and partially offset the compressed margins. During the quarter, dark spreads increased significantly in the forward market and provided the opportunity for the Company to increase the dark hedge position for 2006. As the quarter ended with the forward market at a high point, the existing financial hedges that do not receive hedge accounting treatment had a $39.5 million unrealized mark-to-market loss. Subsequent to quarter end, forward prices softened during April reversing $27 million of the mark-to-market loss recorded in the first quarter of 2005.

South Central: The South Central region generated $25.2 million in adjusted EBITDA during the quarter as compared with $29.7 million last year. The region’s power sales are largely contracted, and normally would not experience swings in year-on-year results. However during the first quarter 2005, the Big Cajun II facility experienced unplanned outages that required the purchase of energy in the merchant market at higher costs than our coal-based generation to meet contracted full-service load-following obligations. In spite of these outages, total generation from the South Central assets increased by 8.8% over last year due to a higher power price environment.

West Coast: The West Coast region delivered adjusted EBITDA of $3.5 million versus $33.3 in 2004, primarily reflecting the loss of the equity earnings contributed by the California Department of Water Resources (CDWR) contract that expired at the end of 2004.

Australia: Adjusted EBITDA in the first quarter 2005 totaled $18.1 million, down from $40.6 in 2004. Unseasonably mild weather and significantly lower pool prices drove the quarter-on-quarter decline. Average pool prices for the three months ended March 31, 2005 were $23.26 per megawatt hour versus $40.33 per megawatt hour in 2004. Thirty-five percent of the region’s generation was contracted with a major retailer at a price above the average clearing market price, helping to offset weak pool prices.

Other North America: First quarter 2005 adjusted EBITDA totaled $2.2 million versus $12.3 million in 2004. First quarter 2004 reflected an EBITDA contribution of $11 million from Kendall, which was sold in the fourth quarter 2004.

Other International: First quarter adjusted EBITDA was $36.7 million versus $13.6 million in 2004. These results were driven primarily by the Company’s German operations, Schkopau and MIBRAG, which are largely contracted, coupled with a mark-to-market after tax benefit of $12 million related to our Enfield investment.

On February 25, 2005, the Company collected $70.8 million of an arbitration award arising out of the Company’s participation in the TermoRio project in Brazil. Previous to its receipt, that potential award had been carried on the Company’s balance sheet at $57.3 million. As a result, the difference of approximately $13.5 million was included in the first quarter 2005 earnings. The entire $70.8 million is included in the Company’s first quarter 2005 net cash flow.

Thermal and Other: Adjusted EBITDA was $14.7 million in first quarter 2005 versus $12.9 million in the first quarter of 2004. A significant portion of this segment is driven by NRG Thermal’s output which is largely contracted and which provides steam heating to approximately 565 customers and chilled water to 90 customers. Additionally, this segment includes corporate costs, which have been

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fully allocated out to the regions in 2005, resulting in higher adjusted EBITDA against the first quarter of 2004.

Liquidity and Capital Resources

The Company completed several significant capital transactions during the first quarter 2005. NRG redeemed $375 million of 8% high yield second priority notes and also purchased in the market an additional $41 million of high yield notes at an average cost of approximately 108. The Company had $1.31 billion in high yield notes as of March 31, 2005.

As of March 31, 2005, liquidity continued to be strong with $1.2 billion at quarter end as shown below:

Table 2: Corporate Liquidity

Focus on Return on Invested Capital@NRG (F.O.R.@NRG)

Focus on ROIC at NRG is a comprehensive cost and margin improvement program consisting of a large number of asset, portfolio and headquarters-specific targeted initiatives which can be implemented over the short to medium term with limited incremental capital required to be invested. We expect recurring benefits of $100 million by the end of the three-year implementation period, from value enhancing improvements made to plant operations and companywide processes. Some of the projects underway include recapturing nameplate capacity at the Huntley, Dunkirk and Indian River coal plants, reducing forced outages at Big Cajun II and other major baseload facilities, and increasing fuel efficiency at our higher capacity factor plants.

Portfolio Update

On April 1, 2005, the Company completed the sale of its 25% interest in the Enfield project to Infrastructure Alliance Limited for $63.5 million, creating a pretax gain of approximately $10.0 million which will be recorded in the second quarter (subject to working capital adjustments).

2005 Adjusted EBITDA Outlook Raised

During the Company’s year-end earnings call, the adjusted EBITDA guidance, excluding the $60 million mark-to-market gains recorded in the 2004 results, was $560 million. The updated adjusted EBITDA guidance, prior to the 2004 and 2005 mark-to-market impacts, is revised upward to $600 million. The increase in the adjusted EBITDA guidance includes the updated timing for asset sales, the Company’s first quarter results, and an updated view on margins and costs.

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The first quarter mark-to-market loss of $39.5 million is excluded from the guidance as it will continue to fluctuate throughout the year with changes in forward power prices. The first quarter mark-to-market loss of $39.5 million decreased to $12 million by the end of April 2005. Our revised adjusted EBITDA guidance also does not include the targeted first year financial improvements of up to $30 million arising out of the F.O.R.@NRG initiative.

The Company’s adjusted EBITDA guidance of $600 million (see Table A-6) excludes unusual or nonrecurring events and assumes normal weather patterns in our core regions for the balance of the year. The gross margin associated with this EBITDA estimate is substantially hedged in terms of downside protection while the Company retains the potential to benefit from extreme weather events, locational supply-demand imbalances and gas price spikes through its dual fuel-fired peaking units.

Earnings Conference Call

On May 10, 2005, NRG will host a conference call at 9:00 a.m. eastern 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.

Annual Meeting

On Tuesday, May 24, 2005, NRG will host its Annual Meeting of Stockholders at the Hotel DuPont in Wilmington, Delaware beginning at 10:00 am eastern.

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 and Germany.

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, post-closing adjustments associated with the Enfield sale, expected benefits and EBITDA improvements of the F.O.R.@NRG initiative and typically can be identified by the use of words such as “will,” “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, 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, adverse results in current and future litigation, and the inability to

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implement value enhancing improvements to plant operations and company-wide processes.

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, May 10, 2005 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
(Unaudited)

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NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(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

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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:

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 news 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 news release.

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

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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 news release.

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