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)  May 8, 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 May 8, 2015, NRG Energy, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2015.  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.

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Exhibit Index

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EXHIBIT 99.1

NRG Energy, Inc. Reports Record First Quarter Results, Refills the Authorization Buyback Bucket and Connects Drop Down Proceeds to Future Capital Allocation

First Quarter 2015 Financial Highlights

·                  $840 million of Adjusted EBITDA(1)

·                  $364 million of Free Cash Flow (FCF) before Growth investments

2015 Financial Guidance and Capital Allocation Update

·                  2015 Guidance reaffirmed:

·                  Adjusted EBITDA of $3,200-$3,400 million(2)

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

·                  Completed $112 million of share repurchases, including $56 million of the authorized share repurchases announced on March 16, 2015 (Phase II)

·                  Announcing $81 million increase to Phase II program, bringing the total available share repurchase authorization to $125 million

·                  Established capital allocation program that will apportion cash in an amount equal to the approximately $600 million of expected drop down proceeds from NRG Yield over the balance of the year equally among share repurchases, corporate debt reduction and future yield eligible projects

Business and Operational Highlights

·                  On April 9, 2015, NRG and NRG Yield established a new residential solar partnership, enabling NRG to bring the cost of capital benefit of NRG Yield to the NRG Home Solar lease program

·                  On May 5, 2015, NRG Yield shareholders approved creation of new share class, enabling ongoing capital replenishment at NRG and providing NRG Yield access to growth capital without the need for investment by NRG.

·                  On May 8, 2015, NRG and NRG Yield plan to form a new partnership that will invest in and hold operating portfolios of distributed generation assets owned or developed by NRG

PRINCETON, NJ; May 8, 2015 — NRG Energy, Inc. (NYSE: NRG) today reported a record first quarter Adjusted EBITDA of $840 million in its first quarter 2015 financial results, with $552 million from NRG Business and NRG Renew combined(3), $166 million from NRG Home, and $122 million from NRG Yield. First quarter adjusted cash flow from operations totaled $525 million. Net loss for first quarter 2015 was $120 million, or $0.37 per diluted common share compared to net loss of $56 million, or $0.18 per diluted common share for first quarter 2014.

“Outstanding execution across all businesses enabled NRG to achieve record first quarter results, outpacing even the results of last year’s polar vortex-assisted first quarter, with our competitive retail business showing particular strength,” said David Crane, NRG’s Chief

(1)  Excludes negative contribution of $40 million from NRG Home Solar

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

(3)  Includes Corporate Segment

Executive Officer. “With a strongly hedged baseload position and the continuing implementation of our fleet repowering program, we are well-positioned for the balance of 2015 and beyond.”

Segment Results

Table 1: Adjusted EBITDA

(1)   In accordance with GAAP, 2014 results have been restated to include full impact of the assets in the NYLD drop down transactions which closed on January 2, 2015 and June 30, 2014.

(2)   See Appendices A-4 and A-5 for NRG Business regional Reg G reconciliations.

(3)   See Appendices A-1 and A-2 for Operating Segment Reg G reconciliations; excludes negative contribution of $40 million and $1 million from Home Solar for first quarter 2015 and 2014, respectively.

Table 2: Net Income/(Loss)

(1)   In accordance with GAAP, 2014 results have been restated to include full impact of the assets in the NYLD drop down transactions which closed on January 2, 2015 and June 30, 2014.

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

NRG Business: First Quarter Adjusted EBITDA was $535 million; $60 million lower than in first quarter 2014. Drivers of the $60 million decrease were as follows:

·                  East Region: ($158 million) due to lower generation and lower average realized energy and capacity prices, but partially offset by a $62 million contribution from the EME coal assets acquired on April 1, 2014.

·                  West Region: ($27 million) due to a change in contracted volumes and decreased pricing for certain capacity contracts.

·                  Offset by Gulf Coast Region: $51 million increase due to higher realized energy margins.

NRG Home Retail:  First quarter Adjusted EBITDA was $166 million, $51 million higher than first quarter 2014 driven primarily by higher sales volume stemming from increased load from weather, favorable supply costs, effective margin management and higher customer counts. This includes the impact of year-over-year customer count increases and product growth partially offset by increased operating costs to support additional customers.

NRG Renew: First quarter Adjusted EBITDA was $32 million, $20 million higher than in first quarter 2014 primarily due to contributions from the wind assets acquired from the EME acquisition and ramp up of Ivanpah.

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NRG Yield:  First quarter Adjusted EBITDA was $122 million, $30 million higher than in first quarter 2014 primarily due to the Alta Wind acquisition and the drop down assets acquired by NRG Yield in first quarter 2015.

Liquidity and Capital Resources

Table 3: Corporate Liquidity

NRG-Level cash as of March 31, 2015, was $786 million, an increase of $125 million over the end of 2014, and $1,424 million was available under the Company’s credit facilities at the end of the current quarter. Total liquidity was $4,031 million including restricted cash and cash at non-guarantor subsidiaries (primarily GenOn and NRG Yield)(4).

Residential Solar Partnership with NRG Yield

On April 9, 2015, NRG and NRG Yield formed a new partnership that will invest in and hold operating portfolios of residential solar assets developed by NRG Home Solar. The partnership is structured to enable NRG Yield to realize increased cash dividends from this new and growing asset class while providing NRG continued access to the customer and the residual value following the contract period. The partnership will invest in portfolios of leases once they have reached operating status and will initially include an existing, unlevered portfolio of over 2,200 leases representing approximately 17MW, and an in-development, tax equity financed portfolio of approximately 13,000 leases representing approximately 90MW, with an average lease term for the existing and new leases of approximately 17 to 20 years.

Under the terms of the partnership agreement, NRG Yield will receive 95% of the economics until achieving a targeted return, expected to be achieved commensurate with the end of the lease period, after which NRG will receive 95% of the economics. NRG Yield has initially invested $26 million into the partnership which covers the 2,200 existing, unlevered leases with the proceeds already distributed to NRG.

NRG Yield has initially committed to invest up to $150 million of additional cash equity into the partnership over time which is expected to be fully invested in 2015 of which an additional $7 million has been invested to date.  NRG intends to offer additional opportunities in residential solar to NRG Yield over time through this partnership.

Distributed Generation Partnership

On May 8, 2015, NRG and NRG Yield plan to form a new partnership that will invest in and hold operating portfolios of distributed solar assets developed by NRG Renew, a subsidiary of NRG. The partnership will be structured similarly to the above Residential Solar Partnership allowing NRG to periodically monetize its distributed solar investments and NRG Yield to invest in a growing segment of the solar market.

(4)  See Appendix A-6 for First Quarter 2015 Sources and Uses of Liquidity detail.

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Under the terms of the partnership agreement, NRG Yield will receive 95% of the economics until achieving a targeted return, expected to be achieved commensurate with the end of the customer contract period, after which NRG will receive 95% of the economics

NRG Yield has initially committed to invest up to $100 million of cash equity into the partnership over time.  None of which has been utilized to date but the partnership is expected to be fully invested over the next 18 months.

NRG Yield Recapitalization

On May 5, 2015, NRG Yield shareholders approved the creation of two new classes of NRG Yield common stock. The equity recapitalization is expected 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.

The recapitalization will be effectuated through a stock split of each share class. Each share of the Class A stock will be split into one Class A and one Class C share, and 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 will have a 1/100th voting right.

In connection with the recapitalization described above, the Company amended the Right of First Offer Agreement between NRG and NRG Yield to include approximately 800MW of new, long-term contract natural gas assets in California(5), approximately 900MW of wind assets and up to $250 million of equity investments in residential solar and distributed generation portfolios.

Outlook for 2015

Driven by robust first quarter results and a significantly hedged baseload portfolio over the remainder of 2015, the Company is reaffirming its guidance range for fiscal year 2015. As in previous quarters, the Company’s guidance assumes normalized weather in core markets.

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

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

(5)  Alternative proposal being considered by CPUC to reduce the Carlsbad project by one unit or approximately 100MW.

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2015 Capital Allocation Update

NRG has repurchased $56 million of its common stock at an average cost of $24.65 per share as part of the $100 million Phase II portion of the 2015 common stock repurchase program announced on March 16, 2015. Together with the completion of Phase I of the common stock purchase program during the first quarter, NRG has purchased a total of $112 million of NRG common stock since December 31, 2014.

The Company is announcing an $81 million increase to Phase II, leaving a total of $125 million remaining under the Phase II program.

On April 20, 2015, NRG declared a quarterly dividend on the Company’s common stock of $0.145 per share, payable May 15, 2015, to stockholders of record as of May 1, 2015, representing $0.58 on an annualized basis.

On an annualized basis, the common stock dividends represent approximately 16% of free cash flow before growth, and when combined with the Phase I and Phase II share repurchases, capital returned to shareholders represents approximately 36% of NRG’s mid-point 2015 free cash flow before growth.

As NRG continues the process of dropping down its contracted assets into NRG Yield, with an estimated $600 million in equity value of drop downs expected over the balance of 2015, the Company is focused on right sizing the pro forma balance sheet to support its merchant businesses, excluding the contracted assets sold to NRG Yield, while providing greater clarity to shareholders of the benefits of NRG Yield drop downs. To do this in a more orderly and predictable fashion, the Company hereby announces its intention to allocate cash, in an amount approximately equal to the proceeds from the sale of assets to NRG Yield, equally among corporate debt reduction, repurchase of NRG shares (in addition to its Phase I and Phase II programs) and reinvestment in contracted assets that could form the basis for subsequent drop downs and capital recycling.

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

Earnings Conference Call

On May 8, 2015, NRG will host a conference call at 9:30 a.m. Eastern 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.nrgenergy.com and clicking on “Investors.” 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,”

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“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 with NRG Yield and other third parties, our ability to operate our businesses efficiently including NRG Yield, our ability to retain retail customers, 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, the ability to sell assets to NRG Yield, Inc., 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 May 8, 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 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 STATEMENT OF COMPREHENSIVE LOSS

(Unaudited)

(Unaudited)

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NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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Appendix Table A-1: First Quarter 2015 Adjusted EBITDA Reconciliation by Operating Segment

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

Appendix Table A-2: First Quarter 2014 Adjusted EBITDA Reconciliation by Operating Segment

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: 2015 and 2014 First Quarter Adjusted Cash Flow from Operations Reconciliations

The following table summarizes the calculation of adjusted cash flow operating activities providing a reconciliation to net cash provided by operating activities

(1) Excludes merger and integration CapEx of $3 million in Q1 2015 and $5 million in Q1 2014

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Appendix Table A-4: First Quarter 2015 Regional Adjusted EBITDA Reconciliation for NRG Business

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

Appendix Table A-5: First Quarter 2014 Regional Adjusted EBITDA Reconciliation for NRG Business

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