Filed by NRG Energy, Inc. pursuant to
Rule 425 of the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: NRG Energy, Inc.
Commission File No.: 001-15891
On March 2, 2009, NRG Energy, Inc. (NRG) held a conference call regarding NRGs announcement of a
definitive agreement to acquire Reliant Energy Inc.s Texas retail business. Below is an excerpt
from the conference call relating to Exelon Corporation.
Operator: Thank you. Our last question comes from Michael Lapides with Goldman Sachs. Please state
your question.
Q Michael Lapides>: Hey guys, with the bid outstanding from Exelon, anything we need to be
aware off, in terms of just legally here, any concern that Exelon would try and block this Reliant
transaction, or whether there is anything in kind of the M&A law, we should be aware off in regard
to having two different potential transactions outstanding at the same time?
A David Crane (President and Chief Executive Officer): Well, of course, Mike, we have no idea,
what they may attempt to do or not attempt to do and so and Im sure that they will be commenting
on that at some point. From our perspective, our Board was well advised of the duty of care, that
they needed to exercise, in terms of considering this transaction in light of the sort of
outstanding conditional exchange offer from Exelon. And so, we cant we are not aware Michael
we are not aware of anything, and so to the best of our knowledge here is nothing that we think
that is out there, in terms of them trying to obstruct the transaction, but, you might want to
check with them.
Q Michael Lapides>: Okay. Thank you, guys.
A Bob Flexon (Chief Financial Officer): Mike I would like to add to that that on the Merrill
Lynch sleeve as well, if NRG were to be acquired as long as the company has ratings that are equal
or better than NRGs rating, there is no change of control on the sleeve.
Important Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of proxy of any stockholder of NRG Energy, Inc. (NRG). NRG plans to
file with the Securities and Exchange Commission (the SEC) and furnish to its stockholders a
proxy statement and white proxy card in connection with its 2009 Annual Meeting of Stockholders
(the 2009 Annual Meeting). INVESTORS AND STOCKHOLDERS OF NRG ARE URGED TO READ THE PROXY
STATEMENT FOR THE 2009 ANNUAL MEETING IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION.
In response to the exchange offer proposed by Exelon Corporation referred to in this news release,
NRG has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. STOCKHOLDERS
OF NRG ARE ADVISED TO READ NRGS SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Investors and stockholders will be able to obtain free copies of NRGs proxy statement (when it
becomes available), the Solicitation/Recommendation Statement on Schedule 14D-9, any other
documents filed by NRG in connection with the exchange offer by Exelon Corporation, and other
documents filed with the SEC by NRG at the SECs website at www.sec.gov. Free copies of any such
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. Information regarding NRGs directors and
executive officers is available in its Annual Report on Form 10-K for the year ended December 31,
2008, which was filed with the SEC on February 12, 2009, and its proxy statement for its 2008
Annual Meeting of Stockholders, which was filed with the SEC on April 2, 2008. Detailed information
regarding the names, affiliations and interests of individuals who will participate in the
solicitation of proxies of NRGs stockholders will also be available in NRGs proxy statement for
the 2009 Annual Meeting.
Forward-Looking Statements
This communication contains forward-looking statements that may state NRGs or its managements
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 NRGs 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 NRGs future results
included in NRGs 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.