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 5, 2016

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 5, 2016, NRG Energy, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2016.  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

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 5, 2016

3

Exhibit Index

4

EXHIBIT 99.1

NRG Energy, Inc. Reports First Quarter Results, Concludes GreenCo Process, and Reaffirms 2016 Guidance

First Quarter 2016 Results and Financial Highlights

·                  $812 million of Adjusted EBITDA

·                  $249 million of Free Cash Flow (FCF) before growth investments

Operational and Strategic Update

·                  Announcing the conclusion of the GreenCo process:

·                  Restructuring and streamlining of residential solar business; and

·                  Agreed to sell majority interest in EVgo to Vision Ridge Partners

·                  NRG intends to offer the remaining 51.05% of CVSR it owns to NRG Yield in the second quarter

2016 Financial Guidance and Capital Allocation Update

·                  2016 Guidance reaffirmed and now includes the residential solar business and EVgo:

·                  Adjusted EBITDA of $3,000-$3,200 million

·                  Consolidated FCF before growth investments of $1,000-$1,200 million

·                  NRG-Level FCF before growth investments of $750-$950 million

·                  $229 million of NRG-Level corporate debt retired year-to-date

·                  $253 million raised to supplement NRG-Level capital through the non-recourse monetization of certain capacity revenues at the Midwest Generation facilities

PRINCETON, NJ; May 5, 2016 — NRG Energy, Inc. (NYSE: NRG) today reported Adjusted EBITDA of $812 million in its first quarter 2016 financial results. First quarter cash flow from operations totaled $554 million. Net income for first quarter 2016 was $47 million, or $0.24 per diluted common share compared to net loss of $136 million, or $0.37 per diluted common share for first quarter 2015.

“NRG’s strong financial and operational performance continued despite a weak weather and commodity market environment, validating our integrated competitive power platform,” said Mauricio Gutierrez, NRG President and Chief Executive Officer. “Combining renewable and fossil generation with an industry-leading retail platform, along with our robust partnership with NRG Yield, provides strength and stability while allowing us to maintain upside to a market recovery. Today, we are also pleased to announce the conclusion of the GreenCo process with the agreement to sell a majority share of EVgo and the restructuring and simplification of the residential solar business.”

Segment Results

Table 1: Adjusted EBITDA

(1)         See Appendices A-6 and A-7 for Generation regional Reg G reconciliations.

(2)         In accordance with GAAP, 2015 results have been restated to include full impact of the assets in the NYLD drop down transaction which closed on November 3, 2015.

(3)         2016 includes residential solar, which was excluded from Adjusted EBITDA throughout 2015 (first quarter 2015 negative contribution of $40 million).

(4)         See Appendices A-1 through A-4 for NRG Energy, Inc. and Operating Segment Reg G reconciliations.

Table 2: Net Income/(Loss)

(1)         In accordance with GAAP, 2015 results have been restated to include full impact of the assets in the NYLD drop down transaction which closed on November 3, 2015.

(2)         Includes residential solar.

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

Generation/Business (formerly NRG Business): First Quarter Adjusted EBITDA was $429 million; $106 million lower than first quarter 2015 primarily driven by:

·                  East Region: $179 million lower due to declining energy margins from milder weather, declines in gas prices and dark spreads, and lower capacity revenues due to deactivations, partially offset by increased contract margins attributable to new load contracts and lower supply costs;

·                  West Region: $63 million increase due primarily to sale of $47 million in emission credits and lower operating costs on timing of outages; and

·                  Gulf Coast Region: $7 million increase due primarily to higher South Central capacity revenues and lower supply costs to serve load contracts, and favorable operating costs driven by reduced outages across the region, partially offset by lower energy margins in Texas from the decline in power prices and milder weather.

Retail Mass (formerly NRG Home Retail):  First quarter Adjusted EBITDA was $151 million, $15 million lower than first quarter 2015 from milder weather, partially offset by lower supply costs and operating cost efficiencies.

Renewables (formerly NRG Renew): First quarter Adjusted EBITDA was $42 million, $20 million higher than first quarter 2015 due primarily to increased production at Ivanpah, higher generation from wind assets and new solar projects achieving commercial operations in late 2015.

2

NRG Yield:  First quarter Adjusted EBITDA was $188 million, $56 million higher than first quarter 2015 due to increased wind production and the acquisition of Desert Sunlight.

Liquidity and Capital Resources

Table 3: Corporate Liquidity

NRG-Level cash as of March 31, 2016 was $589 million, a decrease of $104 million from the end of 2015, and $1,337 million was available under the Company’s credit facilities at the end of the current quarter. Total liquidity was $3,383 million, including restricted cash and cash at non-guarantor subsidiaries (primarily GenOn and NRG Yield)(1).

NRG Strategic Developments

Residential Solar

NRG today announces the conclusion of the strategic review process for residential solar, integrating it into NRG and streamlining both its model and market. The operation will transition to an originate-and-monetize to third party model. As part of this change, NRG has entered into agreements with both Sunrun Inc. (Nasdaq: RUN) and Spruce Finance Inc., whereby both parties will be able to purchase NRG originated residential solar contracts and provide support over the life of the customer contract. Additionally, as NRG streamlines its go-to-market approach, residential solar will focus on three markets where it already has a well-established foothold — New Jersey, New York and Massachusetts — while maintaining a longer-term option to participate in NRG Retail’s core Texas market as economics for residential solar improve. NRG will incur one-time costs to achieve of approximately $20 million in 2016.

EVgo

NRG has agreed to sell a majority stake in its EVgo business to Vision Ridge Partners for total consideration of approximately $50 million, consisting of $19.5 million (subject to working capital adjustments) payable to NRG and the remainder contributed as capital to the business. NRG also has future earnout potential of up to $70 million based on future adjusted EBITDA targets. NRG will retain its obligations under the 2012 California Public Utilities Commission settlement. The sale of a majority interest will result in NRG reporting EVgo on an equity earnings basis.

Next Drop Down to NRG Yield

During the second quarter of 2016, NRG intends to offer the remaining 51.05% of the California Valley Solar Ranch (CVSR) facility, a 250 MW solar facility located in San Luis Obispo, CA, to NRG Yield. NRG Yield currently owns 48.95% of the CVSR facility.

(1)  See Appendix A-6 for First Quarter 2016 Sources and Uses of Liquidity detail.

3

2016 Guidance

NRG is reaffirming its guidance range for fiscal year 2016 with respect to both Adjusted EBITDA and FCF before growth investments, including the results of the residential solar business and EVgo.

Table 4: 2016 Adjusted EBITDA and FCF before Growth Investments Guidance

Capital Allocation Update

On April 7, 2016, Midwest Generation, LLC (MWG) entered into an agreement to sell certain quantities of unforced capacity revenues through the 2018/19 delivery year to a trading counterparty for net proceeds of $253 million. MWG will continue to operate the generation facilities and remains responsible for performance penalties and eligible for performance bonus payments, if any. NRG intends to allocate proceeds from this transaction toward additional NRG level delevering or redemption of the Company’s Convertible Preferred stock.

Year to date, through May 5, 2016 the Company utilized $214 million ($229 million par) of the $1.3 billion of 2016 NRG level capital allocated to debt repurchases.

On April 18, 2016, NRG declared a quarterly dividend on the Company’s common stock of $0.03 per share, payable May 16, 2016 to stockholders of record as of May 2, 2016 representing $0.12 on an annualized basis.

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

Earnings Conference Call

On May 5, 2016, NRG will host a conference call at 9:00 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.nrg.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 the leading integrated power company in the U.S., built on the strength of the nation’s largest and most diverse competitive electric generation portfolio and leading retail

4

electricity platform. A Fortune 200 company, NRG creates value through best in class operations, reliable and efficient electric generation, and a retail platform serving residential and commercial businesses. Working with electricity customers, large and small, we continually innovate, embrace and implement sustainable solutions for producing and managing energy. We aim to be pioneers in developing smarter energy choices and delivering exceptional service as 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 be 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, including wind and solar performance, 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) and the ability to sell assets to NRG Yield, Inc. or the risk that anticipated benefits may take longer to realize than expected and our ability to pay dividends and initiate share or debt 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 or debt repurchases are 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 5, 2016. These estimates are based on assumptions the company 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

5

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:

6

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

7

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/(LOSS)

(Unaudited)

8

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

9

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

10

Appendix Table A-1: First Quarter 2016 Adjusted EBITDA Reconciliation for NRG Energy, Inc.

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

11

Appendix Table A-2: First Quarter 2015 Adjusted EBITDA Reconciliation for NRG Energy, Inc.

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

12

Appendix Table A-3: First Quarter 2016 Adjusted EBITDA Reconciliation by Operating Segment

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