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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P align="center" style="font-size: 10pt"><B>Date of Report (Date of earliest event reported): May 11, 2009</B>

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<P align="center" style="font-size: 24pt"><B>RRI ENERGY, INC.<BR></B>
<FONT style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>

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    <TD style="border-bottom: 1px solid #000000"><B>Delaware</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>1-16455</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>76-0655566</B></TD>
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    <TD>(State or other Jurisdiction of Incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD>(Commission File Number)</TD>
    <TD>&nbsp;</TD>
    <TD>(IRS Employer Identification No.)</TD>
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    <TD style="border-bottom: 1px solid #000000"><B>1000 Main Street<BR>Houston, Texas<BR></B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>77002</B></TD>
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    <TD>(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD>(Zip Code)</TD>
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<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>(713) 497-3000</B>


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    <TD nowrap>(Former name or former address if changed since last report.)</TD>
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<P align="left" style="font-size: 10pt">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:

<P align="left" style="font-size: 10pt">
<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P align="left" style="font-size: 10pt; text-indent: 4%">In this Current Report on Form 8-K (Form 8-K) and in the exhibit included as part of this report, &#147;RRI Energy&#148;
refers to RRI Energy, Inc., and &#147;we,&#148; &#147;us&#148; and &#147;our&#148; refer to RRI Energy and its subsidiaries.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;2.02. Results of Operations and Financial Condition.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">On May&nbsp;11, 2009, we issued a press release (earnings release) setting forth our results of operations for the
three months ended March&nbsp;31, 2009. A copy of the earnings release is furnished as Exhibit&nbsp;99.1 to this Form 8-K.
Copies of this Form 8-K and the earnings release are available at <U>www.rrienergy.com</U> in the investor relations
section.


<P align="left" style="font-size: 10pt; text-indent: 4%">In analyzing and planning for our business, we supplement our use of financial measures that are calculated and
presented in accordance with accounting principles generally accepted in the United States of America (GAAP)&nbsp;with a
number of non-GAAP financial measures. We use these non-GAAP financial measures in communications with investors,
analysts, rating agencies, banks and other parties. Non-GAAP financial measures are not standardized; therefore, it
may not be possible to compare these financial measures with other companies&#146; non-GAAP financial measures having the
same or similar names. These non-GAAP financial measures reflect an additional way of viewing aspects of our
operations that, when viewed with our GAAP results, may provide a more complete understanding of factors and trends
affecting our business. These non-GAAP financial measures should not be relied upon without considering the 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.


<P align="left" style="font-size: 10pt; text-indent: 4%">In this Form 8-K, we discuss the non-GAAP financial measures included in or attached to the earnings release,
including the reasons that we believe that these measures provide useful information and the additional purposes for
which these measures are used. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP
financial measures are contained in the earnings release or its attachment. We note that, where non-GAAP financial
measures are presented on a forward-looking basis, certain factors that could affect GAAP financial measures are not
accessible or estimable on a forward-looking basis. These factors include future unrealized gains/losses on energy
derivatives and could include other items that may be material, such as mothballs/retirements, legal and regulatory
settlements and estimated gains or losses on asset sales.


<P align="left" style="font-size: 10pt"><B>Non-GAAP Margin Measures.</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">We believe that open wholesale gross margin, open energy gross margin and open wholesale contribution margin are
meaningful to investors and others because our management uses these measures in addition to GAAP measures, in
evaluating the performance and outlook of our business.


<P align="left" style="font-size: 10pt; text-indent: 4%"><I>&#147;Open Wholesale Gross Margin&#148; </I>and <I>&#147;Open Energy Gross Margin.&#148; </I>Open wholesale gross margin involves two
components: &#147;open energy gross margin&#148; and &#147;other margin.&#148; Open energy gross margin is calculated using the power
sales prices received by the plants less delivered spot fuel prices. This figure excludes the effects of other margin,
our wholesale hedges and unrealized gains/losses on energy derivatives. Other margin represents power purchase
agreements, capacity payments, ancillary services revenues and selective commercial hedge strategies. Open wholesale
gross margin excludes the effect of the following:


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    <TD><U>Wholesale Hedges</U><I>. </I>We exclude the recurring effect of certain wholesale hedges that were
entered into primarily to mitigate (a)&nbsp;certain operational and market risks at our generation assets and
(b)&nbsp;some of the downside risk to our earnings and cash flow. These amounts primarily relate to
settlements of power and fuel hedges, long-term natural gas transportation contracts and storage
contracts. The wholesale hedges described above are derived based on methodology consistent with the
calculation of open energy gross margin. We also exclude the recurring effect of certain historical
wholesale hedges that were entered into in order to hedge the economics of a portion of our wholesale
operations. These amounts primarily relate to settlements of forward power hedges, long-term tolling
purchases, long-term natural gas transportation contracts not serving our generation assets and our
legacy energy trading. We believe that it is useful to us, investors, analysts and others to show our
results in the absence of hedges. The impact of these hedges on our financial results is not a function
of the operating performance of our generation assets, and excluding the impact better reflects the
potential operating performance of our generation assets based on prevailing market conditions.</TD>
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    <TD><U>Unrealized Gains/Losses on Energy Derivatives</U>. We use derivative instruments to manage
operational or market constraints and to increase the return on our generation assets. We are required
to record in our consolidated statement of operations non-cash gains/losses related to future periods
based on current changes in forward commodity prices for derivative instruments receiving mark-to-market
accounting treatment. We refer to these gains and losses prior to settlement, as well as ineffectiveness
on cash flow hedges, as &#147;unrealized gains/losses on energy derivatives.&#148; In some cases, the underlying
transactions being hedged receive accrual accounting treatment, resulting in a mismatch of accounting
treatments. Since the application of mark-to-market accounting has the effect of pulling forward into
current periods non-cash gains/losses relating to and reversing in future delivery periods, analysis of
results of operations from one period to another can be difficult. We believe that excluding these
unrealized gains/losses on energy derivatives provides a more meaningful representation of our economic
performance in the reporting period and is therefore useful to us, investors, analysts and others in
facilitating the analysis of our results of operations from one period to another. These gains/losses
are also not a function of the operating performance of our generation assets, and excluding their impact
helps isolate the operating performance of our generation assets under prevailing market conditions.</TD>
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<P align="left" style="font-size: 10pt; text-indent: 4%">The most directly comparable GAAP measure is contribution margin, including wholesale hedges and unrealized
gains/losses on energy derivatives (our segment measure).


<P align="left" style="font-size: 10pt; text-indent: 4%"><I>&#147;Open Wholesale Contribution Margin.&#148; </I>We define &#147;open wholesale contribution margin&#148; as revenues less cost of
sales and operation and maintenance, adjusted to exclude the impact of wholesale hedges and unrealized gains/losses on
energy derivatives, as described above under &#147;Open Wholesale Gross Margin&#148; and &#147;Open Energy Gross Margin.&#148; The most
directly comparable GAAP financial measure is contribution margin, including wholesale hedges and unrealized
gains/losses on energy derivatives (our segment measure).


<P align="left" style="font-size: 10pt"><B>Non-GAAP EBITDA Measures</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<I>EBITDA</I>&#148; and &#147;<I>Adjusted EBITDA.</I>&#148; We believe that earnings (loss)&nbsp;before interest, taxes, depreciation and
amortization (EBITDA)&nbsp;and adjusted EBITDA provide meaningful representations of our consolidated operating performance.
We consider EBITDA and adjusted EBITDA as performance measures rather than liquidity measures. In addition, many
analysts and investors use EBITDA to evaluate financial performance. Adjusted EBITDA includes the following
adjustments:


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    <TD><U>Unrealized Gains/Losses on Energy Derivatives</U>. Described above under &#147;Open Wholesale Gross
Margin&#148; and &#147;Open Energy Gross Margin.&#148;</TD>
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    <TD><U>Western States Litigation and Similar Settlements</U>. We exclude charges related to
settlement of civil and criminal actions in our legacy western states and similar litigation. Because
these charges are not representative of our ongoing business operations, our management believes that
excluding them provides a more meaningful representation of our results of operations.&nbsp; For additional
information, see note 14 to our consolidated financial statements in our most recent Form 10-K.</TD>
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    <TD><U>Wholesale Energy Goodwill Impairment</U>. During 2008, we recorded a goodwill
impairment charge of $305&nbsp;million related to our wholesale energy segment. We exclude this
charge because it is not representative of our ongoing business operations. For additional
information, see note 4 to our consolidated financial statements in our Form 10-K.</TD>
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    <TD><U>Debt Extinguishments</U>. We exclude charges incurred in connection with the
refinance of debt. These charges consist primarily of the cash premium paid in 2007 to
holders who tendered their 9.25% senior secured notes due 2010 and 9.50% senior secured
notes due 2013 and the consent solicitation fee paid to holders who tendered prior to the
consent payment deadline. These charges result from our efforts to increase our financial
flexibility and are not a function of our operating performance. Accordingly, our
management believes that excluding them provides a more meaningful representation of our
results of operations. For additional information, see note 6(c) to our consolidated
financial statements in our most recent Form 10-K.</TD>
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<P align="left" style="font-size: 10pt; text-indent: 4%">The most directly comparable GAAP financial measure to EBITDA and adjusted EBITDA is income (loss)&nbsp;from continuing
operations before income taxes.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<I>Open EBITDA.</I>&#148; Open EBITDA includes the adjustments described above under &#147;EBITDA&#148; and &#147;Adjusted EBITDA&#148; as well
as the following adjustments, which we believe help to provide a meaningful representation of our consolidated
operating performance:


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    <TD><U>Wholesale Hedges</U>. Described above under &#147;Open Wholesale Gross Margin&#148; and &#147;Open Energy Gross
Margin.&#148;</TD>
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    <TD><U>Gains on Sales of Emission and Exchange Allowances</U>. As part of our effort to operate our
business efficiently, we periodically sell emission and exchange allowances inventory in excess of our
forward power sales commitments if the price is above our view of their value. We believe that excluding
the gains from such sales is useful because these gains are not directly tied to the operating
performance of our generation assets, and excluding them helps to isolate the operating performance of
our generation assets under prevailing market conditions.</TD>
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    <TD><U>Gains or Losses on Sales of Assets</U>. We exclude gains or losses on asset sales because we
believe that these gains or losses are not directly tied to the operating performance of our generation
assets, and excluding them helps to isolate the operating performance of our generation assets under
prevailing market conditions.</TD>
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<P align="left" style="font-size: 10pt; text-indent: 4%">The most directly comparable GAAP financial measure to open EBITDA is income (loss)&nbsp;from continuing operations
before income taxes.


<P align="left" style="font-size: 10pt"><B>Non-GAAP Free Cash Flow Measures</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Our non-GAAP cash flow measures may not be representative of the amount of residual cash flow that is available to
us for discretionary expenditures, since they may not include deductions for all non-discretionary expenditures. We
believe, however, that our non-GAAP cash flow measures are useful because they provide a representation of our cash
level available to service debt on a normalized basis, both before and after capital expenditures and emission and
exchange allowances activity.


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<I>Adjusted Cash Flow Provided By (Used In) Continuing Operations.</I>&#148; We define adjusted cash flow provided by (used
in) continuing operations as operating cash flow from continuing operations (which is the most directly comparable GAAP
financial measure) excluding:


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    <TD><U>Change in Margin Deposits, net</U>. We post collateral to support a portion of our commodity
sales and purchase transactions.&nbsp; The collateral provides assurance to counterparties that
contractual obligations will be fulfilled.&nbsp; As the obligations are fulfilled, the collateral is
returned.&nbsp; We commonly use both cash and letters of credit as collateral.&nbsp; The use of cash as
collateral appears as an asset on the balance sheet and as a use of cash in operating cash flow.&nbsp;
When cash collateral is returned, the asset is eliminated from the balance sheet and it appears as a
source of cash in operating cash flow. We believe that it is useful to exclude changes in margin
deposits, since changes in margin deposits reflect the net inflows and outflows of cash collateral
and are driven by hedging levels and changes in commodity prices, not by the cash flow generated by
the business related to sales and purchases in the reporting period.</TD>
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    <TD><U>Western States Litigation and Similar Settlements</U>. We exclude the cash outflows related
to settlement of civil and criminal actions in our legacy western states and similar litigation.
Because these charges are not representative of our ongoing business operations, our management
believes that excluding these outflows provides a more meaningful representation of our cash flow on
an ongoing basis.&nbsp; For additional information, see note 14 to our consolidated financial statements
in our most recent Form 10-K.</TD>
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<P align="left" style="font-size: 10pt; text-indent: 4%"><I>&#147;Free Cash Flow Provided By (Used In) Continuing Operations.&#148; </I>Free cash flow provided by (used in) continuing
operations is the same as adjusted cash flow provided by (used in) continuing operations but is further adjusted for
capital expenditures, including maintenance and environmental capital expenditures and capitalized interest, and the
following item:


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    <TD><U>Net Sales (Purchases) of Emission and Exchange Allowances</U>. The cash flows from sales and
purchases of emission and exchange allowances are classified as investing cash flows for GAAP
purposes; however, we purchase and sell emission and exchange allowances in connection with the
operation of our generating assets. As part of our effort to operate our business efficiently, we
periodically sell emission and exchange allowances inventory in excess of our forward power sales
commitments if the price is above our view of their value. Consistent with subtracting capital
expenditures (which is a GAAP investing cash flow activity) in calculating free cash flow, we add
sales and subtract purchases of emission and exchange allowances. The most directly comparable GAAP
financial measure to free cash flow provided by (used in) continuing operations is operating cash
flow from continuing operations.</TD>
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</TABLE>


<P align="left" style="font-size: 10pt"><B>Other Non-GAAP Measures</B>


<P align="left" style="font-size: 10pt; text-indent: 4%">&#147;<I>Gross Debt</I>&#148; and &#147;<I>Net Debt.</I>&#148; Gross debt is total GAAP debt plus debt classified as discontinued operations and
certain off balance sheet debt. Net debt is gross debt less cash and cash equivalents, restricted cash and net margin
deposits. We believe that gross debt and net debt are useful measures of our financial obligations and the strength and
flexibility of our capital structure. To reflect the sale of the retail business, gross debt and net debt on a pro
forma basis exclude debt classified as discontinued operations.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>


<P align="left" style="font-size: 10pt">(d)&nbsp;We furnish the following exhibit:


<P align="left" style="font-size: 10pt; text-indent: 4%">99.1&#151;Press Release dated May&nbsp;11, 2009


<P align="center" style="font-size: 10pt"><B>CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION</B>



<P align="left" style="font-size: 10pt; text-indent: 3%">The report contains &#147;forward-looking statements&#148; within the meaning of Section&nbsp;27A of the Securities Act of 1933,
as amended, and Section&nbsp;21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are
statements that contain projections, assumptions or estimates about the outcome of pending legal actions, our revenues,
income, capital structure and other financial items, our plans and objectives for future operations or about our future
economic performance, transactions, dispositions and financings or offerings. In many cases you can identify
forward-looking statements by terminology such as &#147;anticipate,&#148; &#147;estimate,&#148; &#147;believe,&#148; &#147;continue,&#148; &#147;could,&#148; &#147;intend,&#148;
&#147;may,&#148; &#147;plan,&#148; &#147;potential,&#148; &#147;predict,&#148; &#147;should,&#148; &#147;will,&#148; &#147;expect,&#148; &#147;objective,&#148; &#147;projection,&#148; &#147;forecast,&#148; &#147;goal,&#148;
&#147;guidance,&#148; &#147;outlook,&#148; &#147;effort,&#148; &#147;target&#148; and other similar words. However, the absence of these words does not mean
that the statements are not forward-looking.


<P align="left" style="font-size: 10pt; text-indent: 3%">Actual results may differ materially from those expressed or implied by forward-looking statements as a result of
many factors or events, including, but not limited to, legislative, regulatory and/or market developments, the outcome
of pending lawsuits, governmental proceedings and investigations, the effects of competition, financial market
conditions, access to capital, the timing and extent of changes in commodity prices and interest rates, weather
conditions and other factors we discuss or refer to in the &#147;Risk Factors&#148; section of our most recent Annual Report on
Form 10-K filed with the Securities and Exchange Commission. Our filings and other important information are also
available on our website at <U>www.rrienergy.com</U>.


<P align="left" style="font-size: 10pt; text-indent: 3%">Each forward-looking statement speaks only as of the date of the particular statement and we undertake no
obligation to update or revise any forward-looking statement, whether as a result of new information, future events or
otherwise.


<P align="center" style="font-size: 10pt"><B>INFORMATION FURNISHED</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">The information in Item&nbsp;2.02 and Exhibit&nbsp;99.1 of this Form 8-K is being furnished, not filed. Accordingly, the
information will not be incorporated by reference into any registration statement filed by RRI Energy under the
Securities Act of 1933, as amended, unless specifically identified as being incorporated by reference therein.


<P align="center" style="font-size: 10pt">5




<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt; display: none">5
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">





<P align="center" style="font-size: 10pt"><B>SIGNATURE</B>



<P align="left" style="font-size: 10pt">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.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="55">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>RRI ENERGY, INC.</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Registrant)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date: May&nbsp;11, 2009
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By: <u>/s/ Thomas C. Livengood</u></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Thomas C. Livengood</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>Senior Vice President and Controller</I></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">



<P align="center" style="font-size: 10pt">6




<P align="center" style="font-size: 10pt">&nbsp;

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<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
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<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left">Exhibit</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Exhibit Description</TD>
</TR>

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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release dated May 11, 2009</TD>
</TR>
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Form 8-K
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): May 11, 2009
RRI ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
1-16455
76-0655566
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1000 Main Street
Houston, Texas
77002
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(713) 497-3000
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 (Form 8-K) and in the exhibit included as part of this report, "RRI Energy"
refers to RRI Energy, Inc., and "we," "us" and "our" refer to RRI Energy and its subsidiaries.
Item 2.02. Results of Operations and Financial Condition.
On May 11, 2009, we issued a press release (earnings release) setting forth our results of operations for the
three months ended March 31, 2009. A copy of the earnings release is furnished as Exhibit 99.1 to this Form 8-K.
Copies of this Form 8-K and the earnings release are available at
www.rrienergy.com
in the investor relations
section.
In analyzing and planning for our business, we supplement our use of financial measures that are calculated and
presented in accordance with accounting principles generally accepted in the United States of America (GAAP) with a
number of non-GAAP financial measures. We use these non-GAAP financial measures in communications with investors,
analysts, rating agencies, banks and other parties. Non-GAAP financial measures are not standardized; therefore, it
may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the
same or similar names. These non-GAAP financial measures reflect an additional way of viewing aspects of our
operations that, when viewed with our GAAP results, may provide a more complete understanding of factors and trends
affecting our business. These non-GAAP financial measures should not be relied upon without considering the 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.
In this Form 8-K, we discuss the non-GAAP financial measures included in or attached to the earnings release,
including the reasons that we believe that these measures provide useful information and the additional purposes for
which these measures are used. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP
financial measures are contained in the earnings release or its attachment. We note that, where non-GAAP financial
measures are presented on a forward-looking basis, certain factors that could affect GAAP financial measures are not
accessible or estimable on a forward-looking basis. These factors include future unrealized gains/losses on energy
derivatives and could include other items that may be material, such as mothballs/retirements, legal and regulatory
settlements and estimated gains or losses on asset sales.
Non-GAAP Margin Measures.
We believe that open wholesale gross margin, open energy gross margin and open wholesale contribution margin are
meaningful to investors and others because our management uses these measures in addition to GAAP measures, in
evaluating the performance and outlook of our business.
"Open Wholesale Gross Margin"
and
"Open Energy Gross Margin."
Open wholesale gross margin involves two
components: "open energy gross margin" and "other margin." Open energy gross margin is calculated using the power
sales prices received by the plants less delivered spot fuel prices. This figure excludes the effects of other margin,
our wholesale hedges and unrealized gains/losses on energy derivatives. Other margin represents power purchase
agreements, capacity payments, ancillary services revenues and selective commercial hedge strategies. Open wholesale
gross margin excludes the effect of the following:
•
Wholesale Hedges
.
We exclude the recurring effect of certain wholesale hedges that were
entered into primarily to mitigate (a) certain operational and market risks at our generation assets and
(b) some of the downside risk to our earnings and cash flow. These amounts primarily relate to
settlements of power and fuel hedges, long-term natural gas transportation contracts and storage
contracts. The wholesale hedges described above are derived based on methodology consistent with the
calculation of open energy gross margin. We also exclude the recurring effect of certain historical
wholesale hedges that were entered into in order to hedge the economics of a portion of our wholesale
operations. These amounts primarily relate to settlements of forward power hedges, long-term tolling
purchases, long-term natural gas transportation contracts not serving our generation assets and our
legacy energy trading. We believe that it is useful to us, investors, analysts and others to show our
results in the absence of hedges. The impact of these hedges on our financial results is not a function
of the operating performance of our generation assets, and excluding the impact better reflects the
potential operating performance of our generation assets based on prevailing market conditions.
2
•
Unrealized Gains/Losses on Energy Derivatives
. We use derivative instruments to manage
operational or market constraints and to increase the return on our generation assets. We are required
to record in our consolidated statement of operations non-cash gains/losses related to future periods
based on current changes in forward commodity prices for derivative instruments receiving mark-to-market
accounting treatment. We refer to these gains and losses prior to settlement, as well as ineffectiveness
on cash flow hedges, as "unrealized gains/losses on energy derivatives." In some cases, the underlying
transactions being hedged receive accrual accounting treatment, resulting in a mismatch of accounting
treatments. Since the application of mark-to-market accounting has the effect of pulling forward into
current periods non-cash gains/losses relating to and reversing in future delivery periods, analysis of
results of operations from one period to another can be difficult. We believe that excluding these
unrealized gains/losses on energy derivatives provides a more meaningful representation of our economic
performance in the reporting period and is therefore useful to us, investors, analysts and others in
facilitating the analysis of our results of operations from one period to another. These gains/losses
are also not a function of the operating performance of our generation assets, and excluding their impact
helps isolate the operating performance of our generation assets under prevailing market conditions.
The most directly comparable GAAP measure is contribution margin, including wholesale hedges and unrealized
gains/losses on energy derivatives (our segment measure).
"Open Wholesale Contribution Margin."
We define "open wholesale contribution margin" as revenues less cost of
sales and operation and maintenance, adjusted to exclude the impact of wholesale hedges and unrealized gains/losses on
energy derivatives, as described above under "Open Wholesale Gross Margin" and "Open Energy Gross Margin." The most
directly comparable GAAP financial measure is contribution margin, including wholesale hedges and unrealized
gains/losses on energy derivatives (our segment measure).
Non-GAAP EBITDA Measures
"
EBITDA
" and "
Adjusted EBITDA.
" We believe that earnings (loss) before interest, taxes, depreciation and
amortization (EBITDA) and adjusted EBITDA provide meaningful representations of our consolidated operating performance.
We consider EBITDA and adjusted EBITDA as performance measures rather than liquidity measures. In addition, many
analysts and investors use EBITDA to evaluate financial performance. Adjusted EBITDA includes the following
adjustments:
•
Unrealized Gains/Losses on Energy Derivatives
. Described above under "Open Wholesale Gross
Margin" and "Open Energy Gross Margin."
•
Western States Litigation and Similar Settlements
. We exclude charges related to
settlement of civil and criminal actions in our legacy western states and similar litigation. Because
these charges are not representative of our ongoing business operations, our management believes that
excluding them provides a more meaningful representation of our results of operations.  For additional
information, see note 14 to our consolidated financial statements in our most recent Form 10-K.
•
Wholesale Energy Goodwill Impairment
. During 2008, we recorded a goodwill
impairment charge of $305 million related to our wholesale energy segment. We exclude this
charge because it is not representative of our ongoing business operations. For additional
information, see note 4 to our consolidated financial statements in our Form 10-K.
•
Debt Extinguishments
. We exclude charges incurred in connection with the
refinance of debt. These charges consist primarily of the cash premium paid in 2007 to
holders who tendered their 9.25% senior secured notes due 2010 and 9.50% senior secured
notes due 2013 and the consent solicitation fee paid to holders who tendered prior to the
consent payment deadline. These charges result from our efforts to increase our financial
flexibility and are not a function of our operating performance. Accordingly, our
management believes that excluding them provides a more meaningful representation of our
results of operations. For additional information, see note 6(c) to our consolidated
financial statements in our most recent Form 10-K.
The most directly comparable GAAP financial measure to EBITDA and adjusted EBITDA is income (loss) from continuing
operations before income taxes.
"
Open EBITDA.
" Open EBITDA includes the adjustments described above under "EBITDA" and "Adjusted EBITDA" as well
as the following adjustments, which we believe help to provide a meaningful representation of our consolidated
operating performance:
•
Wholesale Hedges
. Described above under "Open Wholesale Gross Margin" and "Open Energy Gross
Margin."
3
•
Gains on Sales of Emission and Exchange Allowances
. As part of our effort to operate our
business efficiently, we periodically sell emission and exchange allowances inventory in excess of our
forward power sales commitments if the price is above our view of their value. We believe that excluding
the gains from such sales is useful because these gains are not directly tied to the operating
performance of our generation assets, and excluding them helps to isolate the operating performance of
our generation assets under prevailing market conditions.
•
Gains or Losses on Sales of Assets
. We exclude gains or losses on asset sales because we
believe that these gains or losses are not directly tied to the operating performance of our generation
assets, and excluding them helps to isolate the operating performance of our generation assets under
prevailing market conditions.
The most directly comparable GAAP financial measure to open EBITDA is income (loss) from continuing operations
before income taxes.
Non-GAAP Free Cash Flow Measures
Our non-GAAP cash flow measures may not be representative of the amount of residual cash flow that is available to
us for discretionary expenditures, since they may not include deductions for all non-discretionary expenditures. We
believe, however, that our non-GAAP cash flow measures are useful because they provide a representation of our cash
level available to service debt on a normalized basis, both before and after capital expenditures and emission and
exchange allowances activity.
"
Adjusted Cash Flow Provided By (Used In) Continuing Operations.
" We define adjusted cash flow provided by (used
in) continuing operations as operating cash flow from continuing operations (which is the most directly comparable GAAP
financial measure) excluding:
•
Change in Margin Deposits, net
. We post collateral to support a portion of our commodity
sales and purchase transactions.  The collateral provides assurance to counterparties that
contractual obligations will be fulfilled.  As the obligations are fulfilled, the collateral is
returned.  We commonly use both cash and letters of credit as collateral.  The use of cash as
collateral appears as an asset on the balance sheet and as a use of cash in operating cash flow. 
When cash collateral is returned, the asset is eliminated from the balance sheet and it appears as a
source of cash in operating cash flow. We believe that it is useful to exclude changes in margin
deposits, since changes in margin deposits reflect the net inflows and outflows of cash collateral
and are driven by hedging levels and changes in commodity prices, not by the cash flow generated by
the business related to sales and purchases in the reporting period.
•
Western States Litigation and Similar Settlements
. We exclude the cash outflows related
to settlement of civil and criminal actions in our legacy western states and similar litigation.
Because these charges are not representative of our ongoing business operations, our management
believes that excluding these outflows provides a more meaningful representation of our cash flow on
an ongoing basis.  For additional information, see note 14 to our consolidated financial statements
in our most recent Form 10-K.
4
"Free Cash Flow Provided By (Used In) Continuing Operations."
Free cash flow provided by (used in) continuing
operations is the same as adjusted cash flow provided by (used in) continuing operations but is further adjusted for
capital expenditures, including maintenance and environmental capital expenditures and capitalized interest, and the
following item:
•
Net Sales (Purchases) of Emission and Exchange Allowances
. The cash flows from sales and
purchases of emission and exchange allowances are classified as investing cash flows for GAAP
purposes; however, we purchase and sell emission and exchange allowances in connection with the
operation of our generating assets. As part of our effort to operate our business efficiently, we
periodically sell emission and exchange allowances inventory in excess of our forward power sales
commitments if the price is above our view of their value. Consistent with subtracting capital
expenditures (which is a GAAP investing cash flow activity) in calculating free cash flow, we add
sales and subtract purchases of emission and exchange allowances. The most directly comparable GAAP
financial measure to free cash flow provided by (used in) continuing operations is operating cash
flow from continuing operations.
Other Non-GAAP Measures
"
Gross Debt
" and "
Net Debt.
" Gross debt is total GAAP debt plus debt classified as discontinued operations and
certain off balance sheet debt. Net debt is gross debt less cash and cash equivalents, restricted cash and net margin
deposits. We believe that gross debt and net debt are useful measures of our financial obligations and the strength and
flexibility of our capital structure. To reflect the sale of the retail business, gross debt and net debt on a pro
forma basis exclude debt classified as discontinued operations.
Item 9.01. Financial Statements and Exhibits.
(d) We furnish the following exhibit:
99.1—Press Release dated May 11, 2009
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
The report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are
statements that contain projections, assumptions or estimates about the outcome of pending legal actions, our revenues,
income, capital structure and other financial items, our plans and objectives for future operations or about our future
economic performance, transactions, dispositions and financings or offerings. In many cases you can identify
forward-looking statements by terminology such as "anticipate," "estimate," "believe," "continue," "could," "intend,"
"may," "plan," "potential," "predict," "should," "will," "expect," "objective," "projection," "forecast," "goal,"
"guidance," "outlook," "effort," "target" and other similar words. However, the absence of these words does not mean
that the statements are not forward-looking.
Actual results may differ materially from those expressed or implied by forward-looking statements as a result of
many factors or events, including, but not limited to, legislative, regulatory and/or market developments, the outcome
of pending lawsuits, governmental proceedings and investigations, the effects of competition, financial market
conditions, access to capital, the timing and extent of changes in commodity prices and interest rates, weather
conditions and other factors we discuss or refer to in the "Risk Factors" section of our most recent Annual Report on
Form 10-K filed with the Securities and Exchange Commission. Our filings and other important information are also
available on our website at
www.rrienergy.com
.
Each forward-looking statement speaks only as of the date of the particular statement and we undertake no
obligation to update or revise any forward-looking statement, whether as a result of new information, future events or
otherwise.
INFORMATION FURNISHED
The information in Item 2.02 and Exhibit 99.1 of this Form 8-K is being furnished, not filed. Accordingly, the
information will not be incorporated by reference into any registration statement filed by RRI Energy under the
Securities Act of 1933, as amended, unless specifically identified as being incorporated by reference therein.
5
SIGNATURE
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.
RRI ENERGY, INC.
(Registrant)
Date: May 11, 2009
By:
/s/ Thomas C. Livengood
Thomas C. Livengood
Senior Vice President and Controller
6
EXHIBIT INDEX
Exhibit
Number
Exhibit Description
99.1
Press Release dated May 11, 2009