UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)  November 5, 2014

NRG Energy, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

609-524-4500

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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:

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))

Item 2.02              Results of Operations and Financial Condition

On November 5, 2014, NRG Energy, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2014.  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

(d)         Exhibits

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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 5, 2014

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Exhibit Index

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Exhibit 99.1

NRG Energy, Inc. Reports Third Quarter Results; Announces Second Drop Down to NRG Yield, Revises 2014 and Initiates 2015 Financial Guidance

Financial Highlights

·                  $1,014 million of Adjusted EBITDA in the third quarter and $2,501 million in the first nine months of 2014

·                  $526 million of Free Cash Flow (FCF) before growth investments in the third quarter and $812 million in the first nine months of 2014

·                  $3,594 million of total liquidity as of September 30, 2014

·                  $830 million in cumulative proceeds to NRG from drop-downs during 2014, including $480 million from second drop-down to NRG Yield expected to close in fourth quarter

·                  $190 million in tax-equity financing proceeds primarily from EME wind assets

Financial Guidance

·                  Revising 2014 Guidance as follows:

·                  Adjusted EBITDA from $3,200-$3,400 to $3,100-$3,200 million, which incorporates a projected negative contribution of $50 million from NRG Home Solar

·                  FCF before Growth investments from $1,200-$1,400 to $950-$1,050 million

·                  Initiating 2015 Financial Guidance

·                  Adjusted EBITDA of $3,200-$3,400 million, which excludes a projected negative contribution of $100 million from our growing NRG Home Solar business

·                  FCF before Growth Investments of $1,100-$1,300 million

Business and Operational Highlights

·                  Acquired Pure Energies Group, Inc. (Pure Energies), adding a leading web- and telephonic-based customer acquisition platform to NRG Home Solar’s capabilities

·                  Acquired Goal Zero, extending NRG’s retail brand and offerings into personal solar devices

·                  Acquired, through NRG Yield, North America’s largest wind farm, the 947 megawatt (MW) Alta Wind facility located in Tehachapi, California, for $870 million(1)

·                  Began construction of a brownfield 360 MW(2) natural gas peaking plant in Houston (approximately $400/kw installed cost)

·                  Received SCE contracts for 440 MW of new gas generation and “Preferred Resources”

PRINCETON, NJ; November 5, 2014 — NRG Energy, Inc. (NYSE: NRG) today reported third quarter 2014 Adjusted EBITDA of $1,014 million with Wholesale contributing $678 million, Retail contributing $196 million and NRG Yield contributing $140 million. Year-to-date adjusted cash flow from operations totaled $1,226 million. Net income for the first nine months of 2014 was $15 million, or $0.02 per diluted common share compared to net loss of ($89) million, or ($0.30) per diluted common share for the first nine months of 2013.

“While NRG’s financial performance was constrained in the third quarter by an absence of summer weather events, NRG’s underlying performance across our wholesale and retail operations was quite strong,” said

(1)  Excludes $53 million of payments for working capital

(2)  Represents average annual peaking capacity

NRG’s President and Chief Executive Officer David Crane. “I am confident that we are well positioned for a more robust financial outcome in 2015.”

Segment Results

Table 1: Adjusted EBITDA

(1)         In accordance with GAAP, 2014 and 2013 results restated to include full impact of the assets in the ROFO dropdown transaction which closed on June 30, 2014

(2)         Includes $25 million and $31 million of negative contribution from NRG Home Solar for three and nine months ended September 30, 2014, respectively

(3)         Detailed adjustments by region are shown in Appendix A

Table 2: Net Income / (Loss)

(1)         In accordance with GAAP, 2014 and 2013 results restated to include full impact of the assets in the ROFO drop-down transaction which closed on June 30, 2014

Retail:  Third quarter Adjusted EBITDA was $196 million; $16 million higher than in third quarter 2013 primarily driven by increased margin from the Dominion acquisition, continued advancement in customer and product growth, and a focus on maintaining unit margins, partially offset by lower C&I volumes.

Wholesale

Gulf Coast: Third quarter Adjusted EBITDA was $181 million; $67 million lower than in third quarter 2013. Gross margin declined by $43 million primarily due to decrease in average realized prices and decrease in coal generation from lower economic dispatch due to higher outage hours, partially offset by gains in South Central due to higher energy prices in MISO which also resulted in higher generation. The balance of the decline was due to higher maintenance and operating expenses at South Texas Project and gain on sale of land recorded in 2013.

East:  Third quarter Adjusted EBITDA was $342 million; $73 million lower than in third quarter 2013. The lower results were primarily driven by 67% lower capacity pricing in PJM and lower gross margin due to

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lower generation and realized energy prices partially offset by the favorable impact of the Midwest Generation assets from the acquisition of substantially all of the assets of Edison Mission Energy (EME).

West:  Third quarter Adjusted EBITDA was $113 million; $66 million higher than in third quarter 2013. Increases were primarily driven by the addition of the EME gas fleet of $43 million and higher priced resource adequacy contracts.

NRG Yield: Third quarter Adjusted EBITDA was $140 million; $37 million higher than in third quarter 2013. The improved performance was the result of additional generating capacity, higher sales volumes in the Thermal business, and the Alta Wind acquisition in August 2014.

Renewables:  Third quarter Adjusted EBITDA was $88 million; $48 million higher than in third quarter 2013. The improved performance was driven by the addition of the EME wind assets that contributed $23 million, as well as the CVSR and Ivanpah solar plants that achieved commercial operations in late 2013 and early 2014.

Liquidity and Capital Resources

Table 3: Corporate Liquidity

Total liquidity as of September 30, 2014, was $3,594 million, a decrease of $101 million from December 31, 2013. The increase of $129 million in available credit facilities was more than offset by the decrease in cash of $230 million, consisting of the following:

·                  $3,573 million of cash outflows through September 2014, consisting of:

·                  $2,869 million for acquisitions and growth projects, net, including $1,596 million net cash used in the EME transaction on April 1, 2014 and $901 million net cash used to acquire Alta Wind on August 12, 2014;

·                  $100 million of collateral;

·                  $369 million of maintenance and environmental capital expenditures, net;

·                  $140 million common and preferred stock dividends; and

·                  $95 million of merger and integration expenses and capital costs.

·                  Partially offset by $3,343 million of cash inflows through September 2014, consisting of:

·                  $1,944 million of net financing activities consisting of: $2,100 million of proceeds from senior note debt issuance; $337 million of proceeds from NRG Yield convertible note issuance, net of fees; $492 million of proceeds from NRG Yield “Green Bond” issuance, net of fees; $630 million of proceeds from NRG Yield Class A equity issuance, net of fees; partially offset by $1,615 million of debt payments;

·                  $1,226 million of adjusted cash flow from operations;

·                  $81 million of net proceeds from sale of assets; and

·                  $92 million of other net investing and financing activities.

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Drop-Down of Assets to NRG Yield

On November 4, 2014, NRG entered into a definitive agreement with NRG Yield, Inc. to sell the following facilities for total cash consideration of $480 million, subject to customary working capital adjustments, plus the assumption of $746 million(3) in project debt:

·                  Walnut Creek — 500 MW natural gas facility located in City of Industry, CA

·                  Tapestry — three wind facilities totaling 204 MW, including Buffalo Bear 19 MW in Oklahoma, Taloga 130 MW in Oklahoma, and Pinnacle 55 MW in West Virginia

·                  Laredo Ridge — 81 MW wind facility located in Petersburg, NE

The assets represent $120 million of Adjusted EBITDA and $35 million of CAFD on an annualized basis. The transaction is expected to close in the fourth quarter of 2014 and will result in $480 million of net cash to NRG, bringing the cumulative amount raised from dropdowns during 2014 to $830 million.

Tax-Equity Financing of Wind Assets

On November 3, 2014, NRG closed on a tax-equity financing, receiving approximately $190 million in net cash proceeds from a new facility which monetizes future tax attributes (including Production Tax Credits) to be generated primarily by the NRG Yield-eligible wind assets acquired earlier this year as part of the EME transaction. The tax equity facility is structured to maintain the levelized cash available for distribution from the wind assets, preserving the ability to monetize the cash flows from these assets through drop downs to NRG Yield beyond 2014.

NRG Strategic Developments

NRG Home Solar

NRG continues to enhance its competitiveness and strategic positioning of NRG Home Solar through the acquisition of Pure Energies, which is expected to significantly enhance our customer acquisition platform by offering full service, point-to-point, customizable rooftop solutions through our proprietary web- and telephonic-based system.

Combined with NRG’s prior acquisition of Roof Diagnostics Solar, a leader in home solar direct sales and installation, and NRG’s own Residential Solar Solutions, which has focused on the financing and contract management associated with solar leasing, NRG Home Solar is now a vertically integrated branded provider of residential solar solutions nationwide and, as such, is well positioned to be an industry leader in the rapidly growing distributed generation industry.

By year end 2015, NRG Home Solar expects to have 35,000-40,000 installed leases, of which 25,000-30,000 are expected to be installed in 2015, totaling approximately 245 MW-280 MW while driving cost per watt down to a range of $3.20-$3.30/per watt (including overhead allocations).

Retail

The acquisition of Goal Zero, a leader in the portable solar energy market, is expected to enhance our ability to offer the benefits of solar energy to all consumers, regardless of whether they are homeowners with a roof suitable for solar installation, while enabling us to emphasize the key convenience benefit of portability, which is a distinct advantage of solar power compared to other forms of power generation.

(3)  Prior to the closing of the transaction, debt associated with Laredo Ridge will be refinanced. As of September 30, 2014 project debt was $705 million.

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Wholesale

NRG has begun construction of a 360 MW(4), natural gas-fired peaking plant at our PH Robinson site near Houston at a cost of approximately $400 per kilowatt, a significant discount to typical new build costs. The cost savings are primarily driven by the repurposing of six GE 7E, economical, fast-start combustion turbines acquired in the secondary market. The units require no water for cooling, making them well-suited to operate in water-constrained Texas. With their fast-start capability, the peaking units have the potential to help integrate renewable power from intermittent wind and solar generation into the ERCOT grid. The project will be partially financed through $43 million of Ike bonds.

NRG was selected by Southern California Edison (SCE) to repower the Company’s Mandalay facility in Oxnard with 262 MW of new simple cycle generation and to install 178 MW of “Preferred Resources,” including both demand response and energy efficiency products at sites across southern California.

NRG Yield

NRG Yield closed the acquisition of Alta Wind, the largest wind farm in North America, on August 12, 2014, for $870 million, as well as a payment for working capital of $53 million, plus the assumption of $1.6 billion of non-recourse project financings. By 2016, this transaction is expected to increase both the annual run-rate EBITDA by approximately $220 million and CAFD by approximately $70 million before debt service associated with acquisition financing. The facilities are contracted with SCE under long-term power purchase agreements (PPAs) with an average 21 years of remaining contract life.

Outlook for 2014 and Initiation of 2015 Guidance

The Company is reducing its guidance range for fiscal year 2014 with respect to both Adjusted EBITDA and FCF before Growth investments as detailed below as a result of less-than-expected market opportunity arising out of subdued summer pricing and volume as well as fuel inventory build ahead of winter, interest payments associated with Alta Wind project debt, and timing of working capital and environmental capex. NRG’s 2014 Adjusted EBITDA guidance also includes a projected negative $50 million contribution from NRG Home Solar business.

The Company is also initiating guidance for fiscal year 2015 as set forth below. NRG’s Adjusted EBITDA guidance excludes the impact from NRG Home Solar activities.

Table 4: 2014 Adjusted EBITDA and FCF before Growth investments Guidance(1)

(1) Subtotals and totals are rounded

(4)  Represents average annual peaking capacity

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(2) 2014 guidance includes negative contribution of $50 million from NRG Home Solar; 2015 guidance excludes negative contribution of $100 million from NRG Home Solar

2014 Dividend Program

On October 14, 2014, NRG declared a quarterly dividend on the Company’s common stock of $0.14 per share, payable November 17, 2014, to stockholders of record as of November 3, 2014.

The Company’s common stock dividend is subject to available capital, market conditions and compliance with associated laws and regulations.

Earnings Conference Call

NRG will host a conference call at 9:00 am Eastern today to discuss these results. Investors, the news media and others may access the live webcast of the conference call and accompanying presentation materials by logging on to NRG’s website at http://www.nrg.com and clicking on “Presentations and Webcasts” under the “Investors” section at the bottom of the home page. The webcast will be archived on the site for those unable to listen in real time.

About NRG

NRG is leading a customer-driven change in the U.S. energy industry by delivering cleaner and smarter energy choices, while building on the strength of the nation’s largest and most diverse competitive power portfolio. A Fortune 250 company, we create value through reliable and efficient conventional generation while driving innovation in solar and renewable power, electric vehicle ecosystems, carbon capture technology and customer-centric energy solutions. Our retail electricity providers serve almost 3 million residential and commercial customers throughout the country. More information is available at www.nrgenergy.com. Connect with NRG Energy on Facebook and follow us on Twitter @nrgenergy.

Safe Harbor Disclosure

In addition to historical information, the information presented in this communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the Company’s future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions.

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, changes in government regulation of markets and of environmental emissions, the condition of capital markets generally, our ability to access capital markets, unanticipated outages at our generation facilities, adverse results in current and future litigation, failure to identify or successfully implement acquisitions and repowerings, our ability to implement value enhancing improvements to plant operations and companywide processes, our ability to obtain federal loan guarantees, the inability to maintain or create successful partnering relationships, our ability to operate our businesses efficiently including NRG Yield, our ability to retain retail customers and to grow our NRG Home Solar business, our ability to realize value through our commercial operations strategy and the creation of NRG Yield, the ability to successfully integrate the businesses of acquired companies, the ability to realize anticipated benefits of acquisitions (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, our ability to close the drop-down transactions to NRG Yield and our ability to pay dividends and initiate share repurchases under our Capital Allocation Plan, which may be made from time to time subject to market conditions and other factors, including as permitted by United States securities laws. Furthermore, any common stock dividend is subject to available capital and market conditions.

NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The adjusted EBITDA and free cash flow guidance are estimates as of November 5, 2014. These estimates are based on assumptions believed to be reasonable as of that date. NRG disclaims any current intention to

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update such guidance, except as required by law. 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 Earnings Presentation 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.

Contacts:

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NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME

(Unaudited)

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NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

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NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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Appendix Table A-1: Third Quarter 2014 Regional Adjusted EBITDA Reconciliation

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

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Appendix Table A-2: Third Quarter 2013 Regional Adjusted EBITDA Reconciliation

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

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Appendix Table A-3: YTD Third Quarter 2014 Regional Adjusted EBITDA Reconciliation

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