UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 9, 2011
GENON ENERGY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-16455
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76-0655566 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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1000 Main Street
Houston, Texas
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77002 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (832) 357-3000
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
In this Current Report on Form 8-K and in the exhibits included as part of this report, “GenOn
Energy” refers to GenOn Energy, Inc., and “we,” “us” and “our” refer to GenOn Energy and its
consolidated subsidiaries.
Item 2.02. Results of Operations and Financial Condition.
On November 9, 2011, we issued an earnings release announcing our financial results for the
three and nine months ended September 30, 2011. The earnings release is furnished as Exhibit 99.1
to this Form 8-K and incorporated by reference herein. This Form 8-K and the earnings release are
available at www.genon.com in the investor relations section.
In our earnings release, we use certain non-GAAP financial measures. We think that these
non-GAAP financial measures provide meaningful representations of our consolidated operating and
financial performance and are useful to us and investors, analysts, rating agencies, banks and
other parties in facilitating the analysis of our results of operations from one period to another
and comparing our performance to our peers and providing a more complete understanding of factors
and trends affecting our business. This includes presenting certain non-GAAP measures on a pro
forma basis for the three and nine months ended September 30, 2010. However, our non-GAAP
financial measures may not be comparable to similarly titled non-GAAP financial measures used by
other companies. The non-GAAP financial measures have limitations as analytical tools and should
not be considered in isolation or as a substitute for GAAP financial measures. Investors should
review our consolidated financial statements and publicly filed reports in their entirety and not
rely on any single financial measure.
These non-GAAP financial measures include adjusted income (loss) from continuing operations,
adjusted EBITDA and total debt excluding unamortized debt discounts and adjustments to fair value
of debt. We discuss these non-GAAP financial measures in Exhibit 99.2, including the reasons that
we think that these measures provide useful information and the additional purposes for which these
measures are used. Reconciliations of these non-GAAP financial measures to the most directly
comparable GAAP financial measure can be found in our earnings release.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. We furnish the following exhibits:
99.1—
Press Release dated November 9, 2011
92.1—Explanation of Non-GAAP Financial Measures
INFORMATION FURNISHED
The information in Item 2.02 and in the exhibits included as part of this Form 8-K are being
furnished, not filed. Accordingly, the information will not be incorporated by reference into any
filing or report by us with the Securities and Exchange Commission (SEC), whether made before or
after the date hereof, unless specifically identified as being incorporated by reference therein.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This document contains statements, estimates or projections that are “forward-looking
statements” as defined under U.S. federal securities laws. In some cases, one can identify
forward-looking statements by terminology such as “will,” “expect,” “estimate,” “think,”
“forecast,” “guidance,” “outlook,” “plan,” “lead,” “project” or other comparable terminology.
Forward-looking statements are subject to certain risks and uncertainties that could cause actual
results to differ materially from our historical experience and our present expectations or
projections. These risks include, but are not limited to: (i) legislative and regulatory
initiatives or changes in regulations affecting the electric industry; (ii) changes in, or changes
in the application of, environmental or other laws and regulations; (iii) failure of our generating
facilities to perform as expected, including due to outages for unscheduled maintenance or repair;
(iv) changes in market conditions or the entry of additional competition in our markets; (v) the
ability to integrate successfully the businesses following the merger and realize cost savings and
any other synergies; and (vi) those factors contained in our periodic reports filed with the SEC,
including in the “Risk Factors” section of our most recent Annual Report on Form 10-K. The
forward-looking information in this
document is given as of the date of the particular statement, and we assume no duty to update
this information. Our filings and other important information are also available on the Investor
Relations page of our web site at www.genon.com.
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