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) February 27, 2015

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 February 27, 2015, NRG Energy, Inc. issued a press release announcing its financial results for the year ended December 31, 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: February 27, 2015

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Exhibit Index

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Exhibit 99.1

NRG Energy, Inc. Reports Full Year and Fourth Quarter Results, Reaffirms 2015 Guidance

2014 Results and Financial Highlights

·                  $3,128 million of Adjusted EBITDA, including $2,134 million delivered by NRG Business and NRG Renew, $604 million by NRG Home Retail, $455 million by NRG Yield, and $65 million of negative contribution from investment in NRG Home Solar

·                  $951 million of Free Cash Flow (FCF) before growth investments for full-year 2014

·                  $830 million of capital replenished at NRG following dropdowns to NRG Yield announced in 2014

Business and Operational Highlights

·                  $3.5 billion Edison Mission Energy (EME) acquisition now fully integrated

·                  Over 1 GW of new long-term contracts awarded in California

·                  1.6 million tons/year carbon expected to be captured from Petra Nova WA Parish CCS-EOR project now under construction

·                  627,000 increase in NRG Home Retail recurring customer count

·                  13,390 aggregate new NRG Home Solar lease customers at year end (projecting 35,000-40,000 aggregate by year end 2015)

·                  947 MW Alta Wind facility acquired by NRG Yield for $870 million(1)

·                  PH Robinson (360 MW(2)) peaking plant under construction in Houston (approximately $400/kw installed cost)

·                  Up to 70 MW of distributed generation to be installed at up to 170 sites through a recently announced deal with Kaiser Permanente

2015 Financial Guidance and Capital Allocation

·                  2015 Guidance is reaffirmed as follows:

·                  Adjusted EBITDA of $3,200-$3,400 million(3)

·                  FCF before growth investments of $1,100-$1,300 million(3)

·                  2015 Capital Allocation:

·                  4% increase in NRG common stock dividend to $0.58 per share annually

·                  Proposed recapitalization of NRG Yield through the creation of new classes of stock permitting more efficient means to raise capital to fund growth

PRINCETON, NJ; February 27, 2015 — NRG Energy, Inc. (NYSE: NRG) today reported  2014 full-year Adjusted EBITDA of $3,128 million with $2,134 million from NRG Business and NRG Renew combined, $539 million from NRG Home (including a $65 million negative contribution from investment in NRG Home Solar) and $455 million from NRG Yield. Adjusted Cash Flow from Operations totaled $1,525 million for 2014. Net income for the 12 months of 2014 was $134 million, or $0.23 per diluted common share, compared to a net loss of ($386) million, or ($1.22) per diluted common share in 2013.

“Through outstanding execution across all our businesses, NRG withstood the headwinds of a mild summer and declining commodity price environment to post strong financial results in 2014 and positioned ourselves well for growth in 2015,” said David Crane, NRG President and Chief Executive Officer.

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

(2)  Represents average annual peaking capacity

(3)  Excludes projected negative contribution of $100 million from NRG Home Solar

Segment Results

The results of the company have been restated in order to reflect the reorganization of NRG’s existing businesses on the basis of their key target customer segments. NRG reorganized in 2014 to better serve energy consumers with the choice of energy solutions and services that each segment demands: NRG Business, NRG Home (including NRG Home Retail and NRG Home Solar), NRG Renew, and NRG Yield.

Table 1: Adjusted EBITDA

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

(2)   See Appendices A-9 thru A-10 for Business regional segments Reg G reconciliations

(3)   Detailed adjustments by business segment are shown in Appendix A

Table 2: Net Income / (Loss)

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

(2)         See Appendices A-9 thru A-12 for Business regional segments net income/(loss)

(3)         Includes mark-to-market gains and losses of economic hedges

NRG Business: Full Year 2014 Adjusted EBITDA was $1,898 million, $140 million higher than 2013 primarily driven by favorable gross margin of $202 million in the East due to the extreme winter weather in the first quarter of 2014.  After closing the transaction on April 1st, the coal assets acquired from EME also contributed $46 million of Adjusted EBITDA in the East during the year. The West region contributed an increase of $105 million in Adjusted EBITDA compared to 2013 mainly due to the addition of the EME gas fleet.  This was partially offset by lower Adjusted EBITDA of $179 million compared to 2013 in the Gulf Coast region as milder weather and relative lack of scarcity pricing negatively impacted ERCOT heat rates resulting in lower wholesale margins in Texas. The impact of the transition of NRG’s Louisiana assets into MISO in late 2013 helped partially offset lower margins in Texas, reducing the year on year decline in the Gulf Coast region.

Fourth quarter Adjusted EBITDA was $323 million, $63 million lower than the fourth quarter 2013 primarily due to milder weather. These declines were partially offset by contributions from the EME acquisition and lower operating costs across our fleet.

NRG Home Retail: Full Year 2014 Adjusted EBITDA was $604 million, $76 million higher than 2013 driven by higher energy margins and higher customer counts. This includes the impact of the acquisition of the retail portfolio from Dominion Resources, which closed on March 31st, and expansion in customer and product growth. This was partially offset by

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increased operating and marketing costs to support incremental customer count and the Dominion acquisition.

Fourth quarter Adjusted EBITDA was $165 million, $15 million lower than fourth quarter 2013, primarily driven by lower volume due to milder weather, which was partially offset by gross margin associated with increased customer count.

NRG Home Solar: Full Year 2014 Adjusted EBITDA was ($65) million, $60 million lower than 2013 primarily driven by higher expenses to support expansion plans.

Fourth quarter Adjusted EBITDA was ($34) million, $32 million lower as a result of higher selling, marketing and administrative expenses to support expansion plans.

NRG Renew: Full Year Adjusted EBITDA was $237 million, $136 million higher than in 2013 due to the addition of the wind assets acquired from EME, and full year operation of Ivanpah and CVSR. This was partially offset by higher operating costs to bring these assets online.

Fourth quarter Adjusted EBITDA was $55 million, $37 million higher than the fourth quarter 2013 due to assets acquired from EME and favorable margins from existing assets. This was partially offset by additional costs from Ivanpah and CVSR commencing operations, and additional development expenses to support distributed generation expansion plans.

NRG Yield: Full Year 2014 Adjusted EBITDA was $455 million, $162 million higher than in 2013 as a result of additional generating capacity, higher sales volumes in the thermal business, and the Alta Wind acquisition which closed in August 2014.

Fourth quarter Adjusted EBITDA was $114 million, $21 million higher than the fourth quarter 2013 primarily due to the Alta Wind acquisition, partially offset by higher O&M spending.

Liquidity and Capital Resources

Table 3: Corporate Liquidity

Total liquidity as of December 31, 2014, was $3,940 million, an increase of $245 million from December 31, 2013, driven by an increase of $194 million in letter-of-credit availability and an increase in cash of $51 million, consisting of the following:

·                  $4,765 million of cash outflows through December 2014, consisting of:

·                  $2,944 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;

·                  $853 million of cash grant bridge loan payments;

·                  $508 million of maintenance and environmental capital expenditures, net;

·                  $190 million common and preferred stock dividends;

·                  $124 million of merger and integration expenses and capital costs;

·                  $102 million of other investing and financing activities; and

·                  $44 million of stock repurchases.

·                  Offset by $4,816 million of cash inflows through December 2014, consisting of:

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·                  $1,838 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; $492 million of proceeds from NRG Yield “Green Bond” issuance; $630 million of proceeds from NRG Yield Class A equity issuance, partially offset by $1,721 million of debt payments;

·                  $1,525 million of Adjusted Cash Flow from Operations;

·                  $916 million of cash grant proceeds;

·                  $190 million of net proceeds from tax-equity financing of NRG Yield-eligible wind assets acquired as a part of the EME transaction;

·                  $131 million of net proceeds from sale of assets;

·                  $127 million of other project debt; and

·                  $89 million of collateral received.

Completed Sale of Second Set of Assets to NRG Yield

On January 2, 2015, NRG completed the sale of the following assets to NRG Yield: Walnut Creek, Tapestry and Laredo Ridge for $489 million in total cash consideration, plus assumed project debt of $737 million (as of December 31, 2014) including adjustments for working capital. These assets augment NRG Yield’s portfolio with an additional 284 MW of wind generation and 485 MW of natural gas generation.

This transaction represents a projected $120 million of Adjusted EBITDA and $35 million of CAFD on an annualized basis.

NRG Strategic Developments

NRG Business

NRG continued its strong track record of safety performance with a top quartile recordable rate of 0.73 for the full year 2014.

Overall generation was up 4% over 2013, including the delivery of exceptional operating performance during the extreme cold weather in the first quarter of 2014, with fleet peak availability of 90.7%.

NRG Business’s multi-year capital investment program includes both generation additions and fuel conversions of approximately 4,400 MWs of generation capacity across our geographic footprint. This provides the company with the ability to bid generation assets in regional forward capacity markets while also meeting key environmental compliance goals. Assets undergoing planned fuel conversions or additions include Avon Lake 7 and 9, Big Cajun II Unit 2, Dunkirk Units 2-4, Joliet Units 6-8, New Castle Units 3-5, Portland Units 1-2, and Shawville 1-4. Additionally, and as part of the acquisition of Midwest Generation, NRG has elected to install DSI and ESP upgrades at both its 1,538 MW Powerton and 689 MW Waukegan coal facilities which, when combined with the fuel conversion at Joliet and the planned retirement of the 761 MW Will County 3 coal facility, will provide significant emissions improvement in Illinois.

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. When coupled with the previously announced Carlsbad repowering, total long term contracts awarded to NRG, pending CPUC approval, amount to over 1 GW in California.  The Company plans to add the Mandalay and Carlsbad facilities to the Right of First Offer Agreement for dropdown to NRG Yield.

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NRG has begun construction of a 360 MW(4), natural gas-fired peaking plant at our PH Robinson site near Houston. The project will be partially financed through $43 million of Ike tax-exempt bonds.

NRG Home

As a result of organic growth and acquisitions completed in 2014, NRG Home Solar now has the capabilities it needs to compete at the national level in 2015. By the end of 2015, NRG Home Solar expects to have 35,000-40,000 lease customers totaling approximately 245—280 MW, of which 25,000-30,000 are expected to be added during the year 2015.

NRG acquired Goal Zero, a leader in portable solar and energy storage products, which the Company expects to enable it to meet its retail customer’s growing demand for power “on the go.”

NRG Yield

In the first quarter 2015, NRG offered NRG Yield the opportunity to invest in a portfolio of approximately 2,300 existing residential solar leases with an average tenor of 17 years currently held by a partnership owned solely by NRG.  Subject to the approval of NRG Yield’s independent directors, NRG Yield would invest cash in exchange for an ownership stake in the partnership with the cash proceeds distributed to NRG.  Under the proposed partnership agreement, NRG Yield will receive approximately 95% of the tax and cash distributions during the contracted lease term and 5% of the economics thereafter.

NRG also expects to propose a similar partnership with NRG Yield to invest in additional residential solar leases to be financed with tax equity and funded by NRG Yield equity to be invested over time as individual leases are placed in service by NRG.

NRG Yield also announced it is seeking stockholder approval (including the approval of a majority of the Class A stock) to amend its governing documents to authorize a Class C and Class D stock.  Shares of Class C and Class D stock will be issued through a recapitalization of the Company’s equity. The proposed recapitalization will be effectuated through a stock split of each share of the Class A stock into one Class A and one Class C share. In addition, each share of Class B stock held by NRG will be split into one Class B and one Class D share. The Class C stock will have equal economic rights with Class A stock and a 1/100th voting right.  The Class D stock will not have any economic rights (as NRG’s economic interest is held exclusively through its ownership of NRG Yield LLC) and a 1/100th voting right.

In connection with the recapitalization, the operating agreement of NRG Yield LLC will also be amended and restated to provide for the recapitalization of the outstanding units of NRG Yield LLC. The recapitalization will result in the creation of Class C units (to be owned by NRG Yield) and Class D units (to be owned by NRG) in each case in amounts equal to the number of Class C shares and Class D shares issued in connection with the recapitalization of NRG Yield.

The recapitalization is intended to provide NRG Yield the flexibility to raise capital for future acquisitions while also maintaining the strong strategic sponsorship of its parent, NRG Energy, Inc. NYLD intends to use the new Class C common stock for, among other things, issuance in public offerings to raise capital to finance future acquisitions, as well as in stock-based acquisitions and for equity-based compensation.

(4) Represents average annual peaking capacity

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NRG Renew

NRG Renew entered into an agreement with Kaiser Permanente, one of the nation’s largest not-for-profit healthcare providers, to help Kaiser Permanente achieve its goal to reduce greenhouse gas emissions by 30% by 2020.  Utilizing as much as 70 MW of on-site solar, NRG Renew expects to implement a single-brand, multi-site distributed solar program at as many as 170 locations, which will include medical offices, hospitals, clinics, data centers and other Kaiser Permanente facilities.

Outlook for 2015

The Company is reaffirming its guidance range for fiscal year 2015 with respect to both Adjusted EBITDA and FCF before growth investments. As always, the Company’s annual guidance assumes normalized weather.

Table 4: 2015 Adjusted EBITDA and FCF before Growth investments Guidance

(1)         2015 guidance excludes expected negative contribution of $100 MM from NRG Home Solar

2015 Capital Allocation Update

On January 20, 2015, NRG declared a quarterly dividend on the Company’s common stock of $0.145 per share, payable February 17, 2015 to stockholders of record as of February 2, 2015. On an annual basis, the increase to $0.58 per share represents a 4% increase year-over-year and a total increase of 61% from $0.36 per share in 2012.

NRG has also completed the $100 million share buyback program announced on December 9, 2014 at an average price of $25.96 per share.

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

Announcing Transition in NRG’s Investor Relations Department

NRG is announcing that Matt Orendorff, previously in the Strategy and M&A Group at NRG, has been named Managing Director of Investor Relations replacing Chad Plotkin who has assumed the role of Senior Vice President, Finance and Strategy, for NRG Home Solar.

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

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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.nrg.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, 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, execute, 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 February 27, 2015. These estimates are based on assumptions believed to be reasonable as of that date. NRG disclaims any current intention to 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

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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

CONSOLIDATED STATEMENTS OF OPERATIONS

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NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME

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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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Appendix Table A-1: Fourth 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: Fourth 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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