UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K/A
Amendment
No. 1

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)           March 30, 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):

Table of Contents

Item 2.02 Results of Operations and Financial Condition

     On March 30, 2005, NRG Energy, Inc. or NRG, filed a Form 8-K which furnished a copy of NRG’s press release announcing its financial results for the fourth quarter and year ended December 31, 2004. This Amendment is being filed to correct one number on the first page of the press release. A copy of the amended press release is furnished as Exhibit 99.1 to this report on Form 8-K/A and is hereby incorporated by reference.

Item 9.01 Financial Statements and 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: March 30, 2005

Exhibit Index

Exhibit 99.1

NEWS
RELEASE

FOR IMMEDIATE RELEASE

NRG Reports Strong 2004 Financial Results

Princeton, NJ; (March 30, 2005)—NRG Energy, Inc. (NYSE: NRG) today reported net income for the quarter ended December 31, 2004 of $18.1 million, or $0.18 per diluted share. Reported net income for the year ended December 31, 2004 was $185.6 million or $1.85 per diluted share. Income from discontinued operations was $0.2 million during the fourth quarter and $23.5 million or $0.24 per diluted share for the full year. The fourth quarter results included a $60 million before tax mark-to-market gain associated with financial electricity sales executed during the fourth quarter 2004 to hedge the Northeast coal-fired generation primarily related to the first quarter 2005.

Cash provided by operations was $48.6 million and $644 million for the fourth quarter and full year 2004, respectively. Fourth quarter and full year net increase in cash was $5.3 million and $558.8 million, respectively. The $558.8 million result includes $147 million from asset sales and a $100 million net payment from the Xcel Energy settlement.

The Company completed several significant capital transactions during the fourth quarter 2004. These included the issuance of $420 million of preferred securities, the repurchase of 13 million common shares from MatlinPatterson, and the $950 million refinancing of its Senior Debt Facility.

“Our strong execution across all areas of our business in 2004 allowed us to exceed our own financial objectives for the year,” said David Crane, NRG President and Chief Executive Officer. “We are also pleased that during the course of achieving such a strong first year result, we succeeded in positioning the Company’s balance sheet and asset portfolio as a platform for value-enhancing growth.”

Adjusted net income, excluding discontinued operations and other nonrecurring items, was $15.9 million or $0.16 per diluted share for the three months ended December 31, 2004 and $180.2 million or $1.80 per diluted shares for the twelve months ended December 31, 2004. Adjustments were primarily associated with asset impairments, restructuring and relocation charges and litigation settlements (see Table A-1).

Additional Full Year and Fourth Quarter Highlights:

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Financial Summary

NRG’s fourth quarter net income of $18.1 million and operating revenues of $580.9 million were primarily driven by the solid performance of our Northeast assets and the strong generating output and pool prices in Australia. These favorable results were partially offset by unplanned outages in South Central and the pre-tax impact of $41.2 million of prepayment penalties and a write off for previously deferred financing costs associated with the refinancing of the Senior Debt Facility. Operating expenses were lower primarily due to reduced auxiliary power charges and tax credits. The fourth quarter included $60 million in pretax mark-to-market gains associated with financial electricity sales in the Northeast. This was partially offset by a $6.4 million mark-to-market loss in our Australian operations.

NRG’s full-year net income of $185.6 million and operating revenues of $2.4 billion reflect the strong reliability of our assets throughout the year, particularly during the first quarter 2004 when we saw an extreme cold weather condition in the Northeast and strong pool prices during a hot summer in Australia. Full-year results were also impacted by higher revenues from West Coast Power (WCP), our partnership with Dynegy Inc., the favorable settlement of the Connecticut RMR agreement, the $38.5 million FERC-approved settlement with Connecticut Light & Power and tax credits. Expenses incurred in connection with relocation, reorganization, restructuring and impairments aggregated $47.4 million pretax. Included in the full year results were $71.6 million of pretax write-offs for previously deferred financing costs and prepayment premiums associated with first and fourth quarter 2004 refinancings.

Table 1: Adjusted EBITDA by region

Northeast: The Northeast region posted a strong fourth quarter with adjusted EBITDA of $111 million. These results included the favorable impact of $60 million in unrealized before tax gains from financial energy sales transactions. Additionally, our Huntley and Dunkirk plants continued to realize the benefits from their conversion to low-sulfur, lower cost Powder River Basin (PRB) coal. Our Indian River facility had higher generation and revenues for the quarter due to the unavailability of other generating facilities in the PJM market. The Northeast also benefited from a settlement that reduced its auxiliary power utility charges.

The Northeast’s full-year adjusted EBITDA was due to strong asset performance during extreme weather in January 2004 and the favorable reliability-must-run (RMR) settlement for some our

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NEPOOL assets. The RMR settlement received final approval from the FERC on January 27, 2005. Northeast operating expenses were lower due to tax credits.

South Central: The South Central region generated $24 million in adjusted EBITDA during the quarter. These results proved to be the weakest quarterly results for the region during the year. Coop and long term customer load demand was strong during the fourth quarter with 2.1 million MWh delivered to such customers. December load volume hit a record high due to unusually cold weather. Consequently, high customer demand limited our ability to sell into the merchant market where prices are generally more favorable than our contracted energy prices. The region’s quarterly performance was also adversely affected by a forced outage at one of our three units at our Big Cajun II facility during October 2004, which required the Company to meet its contracted load-following obligations in the merchant market at higher cost than our coal-based generating assets.

For the full year, our South Central region generated $116 million in adjusted EBITDA. During the year, the Company delivered over 8.9 million MWh to our coop and long term customers. These contracted energy revenues were further supplemented by merchant energy sales of 1.7 million MWh. Despite the October forced outage discussed above, our Big Cajun II facility produced a record 10.5 million MWh with a net capacity factor of 80.9% versus 73.4% for 2002. Big Cajun II’s equivalent forced outage rate of 4.9% was half of what it was in 2002 marking two consecutive years of operating improvements.

West Coast: The West Coast region’s fourth quarter adjusted EBITDA of $50 million was driven primarily by the earnings realized by WCP.

Full-year results of our West Coast region were favorable due to WCP’s pricing under the California Department of Water Resources (CDWR) contract with adjusted EBITDA totaling $185 million. Additionally, revenues from ancillary services and minimum load cost compensation power positively contributed to WCP’s operating results. As of January 1, 2005 we retired our Long Beach facility following approval from the California ISO as the facility was no longer required for reliability. The power purchase agreement with the CDWR expired on December 31, 2004.

Australia: Fourth quarter adjusted EBITDA totaled $10 million. The increased generation from the newly refurbished Playford station and strong pool prices during the quarter offset a generally mild start to the summer season.

Full-year adjusted EBITDA of $70 million was primarily due to the strong first quarter, when Australia experienced a particularly hot summer, driving higher generation and pool prices.

Other North America: Fourth quarter adjusted EBITDA totaled $8 million. During the quarter, we successfully closed the sale of our Kendall operation, resulting in $1 million in net sales proceeds and the removal of approximately $450 million in consolidated project-financed debt from our balance sheet. Kendall contributed $5.7 million in EBITDA for the fourth quarter as we continued to see increasing run-time from the asset since it became part of the PJM market.

Other North American assets’ full-year adjusted EBITDA totaled $81 million. The results were driven by our Kendall asset and equity investments. Kendall contributed $41.9 million of adjusted

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EBITDA to the Other North American results, with the balance driven by the performance of the Rockford asset and the Rocky Road and James River equity investments.

Other International:
Adjusted EBITDA for the fourth quarter was $20 million. These results were driven primarily by the Company’s German operations, Schkopau and MIBRAG. MIBRAG, a coal mining and power plant operation in which NRG holds a 50% ownership, benefited this quarter as its coal customers were back to full operations after outages in the two prior quarters.

Full-year adjusted EBITDA of $92 million was driven by the German operations, which are largely contracted, and the Enfield investment, which recorded a total of $23 million in unrealized gains associated with its long-term gas contract.

Thermal and Other Non-Generation:
Adjusted EBITDA for Thermal and other Non-Generation through 2004 was primarily from the thermal operations. Thermal’s output is largely contracted, providing steam heating to approximately 565 customers and chilled water to 90 customers, resulting in a steady earnings stream.

Liquidity and Capital Resources
As of December 31, 2004 and 2003 liquidity was $1.57 billion and $1.17 billion respectively as set forth below:

* $432 million was used to redeem high-yield bonds in January and February 2005.

On December 24, 2004, the Company amended and restated its Senior Debt Facility, which now consists of a $450 million Term B loan, a $350 million funded letter of credit facility and a $150 million revolver. The interest rate on the amended Term B loan and Letter of Credit is LIBOR plus 187.5 basis points, a reduction of 212.5 basis points from the original facility.

On December 27, 2004, NRG completed the issuance of $420 million of convertible preferred stock which provided $406 million in net proceeds. The proceeds were used to redeem and cancel $375 million of its high yield notes at 108. This redemption was completed on February 4, 2005. The issuance of the preferred securities also enabled NRG to use available cash balances to repurchase 13 million shares of common stock for $31.16 per share from investment partnerships managed by MatlinPatterson Global Advisers, LLC. This left MatlinPatterson with less than 10% of the common

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stock, and caused them to relinquish their three board seats and registration rights with respect to their remaining shares.

During the first quarter of 2005, the Company purchased in the market an additional $41 million of high yield notes at an average cost of approximately 108. The face amount of our remaining outstanding high yield notes was $1.35 billion as of March 1, 2005.

Recent Development
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 million will be included in the first quarter 2005 earnings. The entire $70.8 million will be included in the Company’s first quarter 2005 net cash flow.

2005 Outlook
While the notable weather events (in Australia and the Northeast U.S.) that positively influenced the Company’s financial results in the first quarter 2004 have not occurred in 2005, NRG continues to take advantage of the persistently high gas price environment to hedge its baseload coal position for the balance of 2005 and into 2006. As previously disclosed, the Company substantially hedged its baseload coal generation in the Northeast for 2005 early in the fourth quarter of 2004 resulting in a $60 million pretax mark-to-market gain as of year end 2004. While this $60 million is associated with 2005 revenues, FAS 133 requires it to be recorded in fiscal year 2004 results.

The Company’s adjusted EBITDA guidance for 2005, excluding unusual or nonrecurring events and assuming normal weather patterns in our core markets, is estimated at $560 million (see table A-5). This adjusted EBITDA guidance excludes the $60 million mark-to-market gain referred to in the previous paragraph and takes into account the sale during 2004 of Kendall and the projected sale of additional EBITDA-generating assets during 2005. 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 or gas price spikes through its dual fuel-fired peaking units.

Earnings Conference Call
On March 30, 2005, NRG will host a conference call at 9:00 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.

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 EST.

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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, March 30, 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.

# # #

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

Contacts:

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

Appendix Table A-1: 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

Appendix Table A-2: EBITDA Reconciliation
The following table summarizes the calculation of EBITDA and provides a reconciliation to net income/(loss):

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Appendix Table A-3: Fourth Quarter Regional EBITDA Reconciliation
The following table summarizes the calculation of EBITDA and provides a reconciliation to net income/(loss):

Three months ending December 31, 2004

Appendix Table A-4: Full Year Regional EBITDA Reconciliation
The following table summarizes the calculation of EBITDA and provides a reconciliation to net income/(loss):

Twelve months ending December 31, 2004

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Appendix Table A-5: Forecasted 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:

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.

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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 news release.

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NRG ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

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NRG ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

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NRG ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS — (Continued)

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

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