Item 7.01 Regulation FD Disclosure
On July 13, 2009, NRG Energy, Inc. began using the presentation furnished as
Exhibit 99.1 to this report on Form 8-K in discussions with investors. The
presentation furnished as Exhibit 99.1 to this report on Form 8-K is hereby
incorporated by reference.
Important Information
In connection with its 2009 Annual Meeting of Stockholders (the "2009 Annual
Meeting"), NRG Energy, Inc. ("NRG") has filed a definitive proxy statement on
Schedule 14A with the Securities and Exchange Commission (the "SEC"). INVESTORS
AND STOCKHOLDERS OF NRG ARE URGED TO READ THE PROXY STATEMENT FOR THE 2009
ANNUAL MEETING IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION. In
response to the exchange offer proposed by Exelon Corporation referred to in
this communication, NRG has filed with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9. STOCKHOLDERS OF NRG ARE ADVISED TO READ NRG'S
SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 IN ITS ENTIRETY BECAUSE
IT CONTAINS IMPORTANT INFORMATION. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities of NRG.
Investors and stockholders will be able to obtain free copies of NRG's
definitive proxy statement, the Solicitation/Recommendation Statement on
Schedule 14D-9, any amendments or supplements to the proxy statement and/or the
Schedule 14D-9, any other documents filed by NRG in connection with the 2009
Annual Meeting and/or the exchange offer by Exelon Corporation, and other
documents filed with the SEC by NRG at the SEC's website at www.sec.gov. Free
copies of the definitive proxy statement, the Solicitation/ Recommendation
Statement on Schedule 14D-9, and any amendments and supplements to these
documents can also be obtained by directing a request to Investor Relations
Department, NRG Energy, Inc., 211 Carnegie Center, Princeton, New Jersey 08540.
NRG and its directors and executive officers will be deemed to be participants
in the solicitation of proxies in connection with its 2009 Annual Meeting.
Detailed information regarding the names, affiliations and interests of NRG's
directors and executive officers is available in the definitive proxy statement
for the 2009 Annual Meeting, which was filed with the SEC on June 16, 2009.
Forward-Looking Statements
This communication contains forward-looking statements that may state NRG's or
its management's intentions, hopes, beliefs, expectations or predictions for the
future. 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, risks and uncertainties related to the capital markets generally. The
foregoing review of factors that could cause NRG's actual results to differ
materially from those contemplated in the forward-looking statements included
herein 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 SEC at www.sec.gov. Statements made in connection with the exchange
offer are not subject to the safe harbor protections provided to forward-looking
statements under the Private Securities Litigation Reform Act of 1995.
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