SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2017
NRG ENERGY, INC.
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
804 Carnegie Center, Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
[ ] Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
[ ] Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 2.05. Costs Associated with Exit or Disposal Activities.
On July 12, 2017, NRG Energy, Inc. (the “Company”) announced that the Company had adopted and initiated a three-year, three part improvement plan (the “Transformation Plan”). The Business Review Committee (the “BRC”) of the Board of Directors of the Company (the “Board”) unanimously recommended the Transformation Plan and it received the unanimous support and approval of the Board and management. The Transformation Plan’s components consist of: (i) operations and cost excellence initiatives; (ii) portfolio optimization; and (iii) capital structure and allocation enhancement initiatives.
The Transformation Plan is expected to be fully implemented by the end of 2020 with significant completion by the end of 2018. As a result of the plan, the Company expects to incur one-time costs to achieve of approximately $290 million, of which $115 million is expected to be spent in 2017 and $175 million is expected to be spent in 2018. These one-time costs to achieve are expected to consist primarily of investments in infrastructure (e.g. information technology expenditures supporting process improvements), contract buyouts and renegotiations, and severance and employee benefit costs. The actual timing and costs of the initiatives may differ from the Company’s current expectations and estimates.
Cautionary Note Regarding Forward-Looking Information
Certain of the statements included in this Current Report on Form 8-K constitute “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In particular, they include statements relating to future actions and strategies of the Company and its subsidiaries. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company and its subsidiaries may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s reports filed with the SEC.
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: July 13, 2017
NRG Energy, Inc.
/s/ Brian E. Curci
Brian E. Curci