8-K
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): October 11, 2006
NRG Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-15891
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41-1724239 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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211 Carnegie Center
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Princeton, NJ 08540 |
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(Address of Principal Executive Offices)
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(Zip Code) |
609-524-4500
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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 (see General
Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
On October 11, 2006, NRG Energy, Inc. announced the completion of phase one of its previously
announced capital allocation program consisting of the repurchase of approximately $500 million of
its common stock. A copy of the press release is included as an exhibit to this Form 8-K and is
hereby incorporated by reference.
The information contained in this Item 7.01 is not filed for purposes of the Securities Exchange
Act of 1934, as amended, and is not deemed incorporated by reference by any general statements
incorporating by reference this report or future filings into any filings under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent NRG
specifically incorporates the information by reference. By including this Item 7.01 disclosure in
the filing of this Current Report on Form 8-K and furnishing this information, we make no admission
as to the materiality of any information in this report that is required to be disclosed solely by
reason of Regulation FD.
Item 9.01 Exhibits
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Exhibit No. |
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Description |
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99.1
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Press Release, dated October 11, 2006 |
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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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NRG Energy, Inc.
(Registrant)
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By: |
/s/ TIMOTHY W.J. OBRIEN
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Timothy W. J. OBrien |
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Vice President and General Counsel |
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Dated: October 11, 2006
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press Release, dated October 11, 2006 |
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EX-99.1
FOR IMMEDIATE RELEASE
NRG Energy, Inc. Completes Phase One of Common Share Repurchase Program
PRINCETON, NJ October 11, 2006 NRG Energy, Inc. (NYSE: NRG) has completed phase one of
its previously announced $750 million capital allocation program. Through October 10, 2006, the
Company repurchased approximately 10.6 million common shares at an aggregate cost of approximately
$500 million.
This stock repurchase program demonstrates our ongoing commitment to returning capital to
shareholders efficiently, said David Crane, NRGs President and Chief Executive Officer. The cash
flow productivity of our business portfolio provides the foundation for our capital allocation
philosophy.
The second phase of NRGs capital allocation plan is expected to commence in 2007. As previously
stated, the Company reserves the flexibility, based on market conditions at the time, to reallocate
all or a portion of that second phase toward initiating a common share dividend.
NRG Energy, Inc. owns and operates a diverse portfolio of power-generating facilities, primarily in
Texas and the Northeast, South Central and Western 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 generating facilities in
Australia, Germany and Brazil.
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 typically can be
identified by the use of words such as will, 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, our inability to implement the second phase of the
capital allocation program or initiate a common share dividend. NRG undertakes no obligation to
update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. The foregoing review of factors that could cause NRGs 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 NRGs future results included in NRGs filings with the Securities and Exchange
Commission at www.sec.gov.
# # #
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Media: |
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Investor Relations: |
Meredith Moore
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Nahla Azmy |
609.524.4522
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609.524.4526 |
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Lori Neuman
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Kevin Kelly |
609.524.4525
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609.524.4527 |
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Jon Baylor |
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609.524.4528 |