Condensed Consolidating Financial Information | 9 Months Ended |
Sep. 30, 2013 |
Condensed Consolidating Financial Information Disclosure [Abstract] | ' |
Condensed Consolidating Financial Information | ' |
Condensed Consolidating Financial Information |
As of September 30, 2013, the Company had outstanding $5.7 billion of Senior Notes due from 2018 - 2023, as shown in Note 7, Debt and Capital Leases. These Senior Notes are guaranteed by certain of NRG's current and future 100% owned domestic subsidiaries, or guarantor subsidiaries. These guarantees are both joint and several. The non-guarantor subsidiaries include all of NRG's foreign subsidiaries and certain domestic subsidiaries, including GenOn and its subsidiaries. |
Unless otherwise noted below, each of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of September 30, 2013: |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Ace Energy, Inc. | Middletown Power LLC | NRG Oswego Harbor Power Operations, Inc. | | | | | | | | | | | | | | | | | |
Allied Warranty LLC | Montville Power LLC | NRG PacGen Inc. | | | | | | | | | | | | | | | | | |
Arthur Kill Power LLC | NEO Corporation | NRG Power Marketing LLC | | | | | | | | | | | | | | | | | |
Astoria Gas Turbine Power LLC | NEO Freehold-Gen LLC | NRG Reliability Solutions LLC | | | | | | | | | | | | | | | | | |
Bidurenergy, Inc. | NEO Power Services Inc. | NRG Renter's Protection LLC | | | | | | | | | | | | | | | | | |
Cabrillo Power I LLC | New Genco GP, LLC | NRG Retail LLC | | | | | | | | | | | | | | | | | |
Cabrillo Power II LLC | Norwalk Power LLC | NRG Rockford Acquisition LLC | | | | | | | | | | | | | | | | | |
Carbon Management Solutions LLC | NRG Affiliate Services Inc. | NRG Saguaro Operations Inc. | | | | | | | | | | | | | | | | | |
Clean Edge Energy LLC | NRG Artesian Energy LLC | NRG Security LLC | | | | | | | | | | | | | | | | | |
Conemaugh Power LLC | NRG Arthur Kill Operations Inc. | NRG Services Corporation | | | | | | | | | | | | | | | | | |
Connecticut Jet Power LLC | NRG Astoria Gas Turbine Operations Inc. | NRG SimplySmart Solutions LLC | | | | | | | | | | | | | | | | | |
Cottonwood Development LLC | NRG Bayou Cove LLC | NRG South Central Affiliate Services Inc. | | | | | | | | | | | | | | | | | |
Cottonwood Energy Company LP | NRG Cabrillo Power Operations Inc. | NRG South Central Generating LLC | | | | | | | | | | | | | | | | | |
Cottonwood Generating Partners I LLC | NRG California Peaker Operations LLC | NRG South Central Operations Inc. | | | | | | | | | | | | | | | | | |
Cottonwood Generating Partners II LLC | NRG Cedar Bayou Development Company, LLC | NRG South Texas LP | | | | | | | | | | | | | | | | | |
Cottonwood Generating Partners III LLC | NRG Connecticut Affiliate Services Inc. | NRG Texas C&I Supply LLC | | | | | | | | | | | | | | | | | |
Cottonwood Technology Partners LP | NRG Construction LLC | NRG Texas Gregory LLC | | | | | | | | | | | | | | | | | |
Devon Power LLC | NRG Curtailment Solutions LLC | NRG Texas Holding Inc. | | | | | | | | | | | | | | | | | |
Dunkirk Power LLC | NRG Development Company Inc. | NRG Texas LLC | | | | | | | | | | | | | | | | | |
Eastern Sierra Energy Company LLC | NRG Devon Operations Inc. | NRG Texas Power LLC | | | | | | | | | | | | | | | | | |
El Segundo Power, LLC | NRG Dispatch Services LLC | NRG Unemployment Protection LLC | | | | | | | | | | | | | | | | | |
El Segundo Power II LLC | NRG Dunkirk Operations Inc. | NRG Warranty Services LLC | | | | | | | | | | | | | | | | | |
Elbow Creek Wind Project LLC | NRG El Segundo Operations Inc. | NRG West Coast LLC | | | | | | | | | | | | | | | | | |
Energy Alternatives Wholesale, LLC | NRG Energy Labor Services LLC | NRG Western Affiliate Services Inc. | | | | | | | | | | | | | | | | | |
Energy Curtailment Specialists, Inc. | NRG Energy Services Group LLC | O'Brien Cogeneration, Inc. II | | | | | | | | | | | | | | | | | |
Energy Plus Holdings LLC | NRG Energy Services LLC | ONSITE Energy, Inc. | | | | | | | | | | | | | | | | | |
Energy Plus Natural Gas LLC | NRG Generation Holdings, Inc. | Oswego Harbor Power LLC | | | | | | | | | | | | | | | | | |
Energy Protection Insurance Company | NRG Home & Business Solutions LLC | RE Retail Receivables, LLC | | | | | | | | | | | | | | | | | |
Everything Energy LLC | NRG Home Solutions LLC | Reliant Energy Northeast LLC | | | | | | | | | | | | | | | | | |
GCP Funding Company, LLC | NRG Home Solutions Product LLC | Reliant Energy Power Supply, LLC | | | | | | | | | | | | | | | | | |
Green Mountain Energy Company | NRG Homer City Services LLC | Reliant Energy Retail Holdings, LLC | | | | | | | | | | | | | | | | | |
Green Mountain Energy Company | NRG Huntley Operations Inc. | Reliant Energy Retail Services, LLC | | | | | | | | | | | | | | | | | |
(NY Com) LLC | NRG Identity Protect LLC | RERH Holdings, LLC | | | | | | | | | | | | | | | | | |
Green Mountain Energy Company | NRG Ilion Limited Partnership | Saguaro Power LLC | | | | | | | | | | | | | | | | | |
(NY Res) LLC | NRG Ilion LP LLC | Somerset Operations Inc. | | | | | | | | | | | | | | | | | |
Gregory Partners, LLC | NRG International LLC | Somerset Power LLC | | | | | | | | | | | | | | | | | |
Gregory Power Partners LLC | NRG Maintenance Services LLC | Texas Genco Financing Corp. | | | | | | | | | | | | | | | | | |
Huntley Power LLC | NRG Mextrans Inc. | Texas Genco GP, LLC | | | | | | | | | | | | | | | | | |
Independence Energy Alliance LLC | NRG MidAtlantic Affiliate Services Inc. | Texas Genco Holdings, Inc. | | | | | | | | | | | | | | | | | |
Independence Energy Group LLC | NRG Middletown Operations Inc. | Texas Genco LP, LLC | | | | | | | | | | | | | | | | | |
Independence Energy Natural Gas LLC | NRG Montville Operations Inc. | Texas Genco Operating Services, LLC | | | | | | | | | | | | | | | | | |
Indian River Operations Inc. | NRG New Jersey Energy Sales LLC | Texas Genco Services, LP | | | | | | | | | | | | | | | | | |
Indian River Power LLC | NRG New Roads Holdings LLC | US Retailers LLC | | | | | | | | | | | | | | | | | |
Keystone Power LLC | NRG North Central Operations Inc. | Vienna Operations Inc. | | | | | | | | | | | | | | | | | |
Langford Wind Power, LLC | NRG Northeast Affiliate Services Inc. | Vienna Power LLC | | | | | | | | | | | | | | | | | |
Lone Star A/C & Appliance Repair, LLC | NRG Norwalk Harbor Operations Inc. | WCP (Generation) Holdings LLC | | | | | | | | | | | | | | | | | |
Louisiana Generating LLC | NRG Operating Services, Inc. | West Coast Power LLC | | | | | | | | | | | | | | | | | |
Meriden Gas Turbines LLC | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
NRG conducts much of its business through and derives much of its income from its subsidiaries. Therefore, the Company's ability to make required payments with respect to its indebtedness and other obligations depends on the financial results and condition of its subsidiaries and NRG's ability to receive funds from its subsidiaries. Except for NRG Bayou Cove, LLC, which is subject to certain restrictions under the Company's Peaker financing agreements, there are no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to NRG. In addition, there may be restrictions for certain non-guarantor subsidiaries. |
The following condensed consolidating financial information presents the financial information of NRG Energy, Inc., the guarantor subsidiaries and the non-guarantor subsidiaries in accordance with Rule 3-10 under the Securities and Exchange Commission's Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or non-guarantor subsidiaries operated as independent entities. |
In this presentation, NRG Energy, Inc. consists of parent company operations. Guarantor subsidiaries and non-guarantor subsidiaries of NRG are reported on an equity basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis. |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
For the Three Months Ended September 30, 2013 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Operating Revenues | | | | | | | | | |
Total operating revenues | $ | 2,464 | | | $ | 1,019 | | | $ | — | | | $ | 7 | | | $ | 3,490 | |
|
Operating Costs and Expenses | | | | | | | | | |
Cost of operations | 1,792 | | | 566 | | | (6 | ) | | 3 | | | 2,355 | |
|
Depreciation and amortization | 213 | | | 102 | | | 3 | | | — | | | 318 | |
|
Selling, general and administrative | 116 | | | 70 | | | 39 | | | 4 | | | 229 | |
|
Acquisition-related transaction and integration costs | — | | | 13 | | | 13 | | | — | | | 26 | |
|
Development activity expenses | — | | | 14 | | | 13 | | | — | | | 27 | |
|
Total operating costs and expenses | 2,121 | | | 765 | | | 62 | | | 7 | | | 2,955 | |
|
Operating Income/(Loss) | 343 | | | 254 | | | (62 | ) | | — | | | 535 | |
|
Other Income/(Expense) | | | | | | | | | |
Equity in (loss)/earnings of consolidated subsidiaries | (25 | ) | | (5 | ) | | 309 | | | (279 | ) | | — | |
|
Equity in (loss)/earnings of unconsolidated affiliates | (10 | ) | | 10 | | | — | | | (5 | ) | | (5 | ) |
|
Other income, net | 5 | | | 3 | | | 1 | | | (4 | ) | | 5 | |
|
Loss on debt extinguishment | — | | | (1 | ) | | — | | | — | | | (1 | ) |
|
Interest expense | (3 | ) | | (88 | ) | | (137 | ) | | — | | | (228 | ) |
|
Total other (expense)/income | (33 | ) | | (81 | ) | | 173 | | | (288 | ) | | (229 | ) |
|
Income Before Income Taxes | 310 | | | 173 | | | 111 | | | (288 | ) | | 306 | |
|
Income tax expense/(benefit) | 126 | | | 59 | | | (22 | ) | | — | | | 163 | |
|
Net Income | 184 | | | 114 | | | 133 | | | (288 | ) | | 143 | |
|
Less: Net income attributable to noncontrolling interest | — | | | 32 | | | 9 | | | (22 | ) | | 19 | |
|
Net Income attributable to | $ | 184 | | | $ | 82 | | | $ | 124 | | | $ | (266 | ) | | $ | 124 | |
NRG Energy, Inc. |
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
For the Nine Months Ended September 30, 2013 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Operating Revenues | | | | | | | | | |
Total operating revenues | $ | 6,225 | | | $ | 2,394 | | | $ | — | | | $ | (119 | ) | | $ | 8,500 | |
|
Operating Costs and Expenses | | | | | | | | | |
Cost of operations | 4,697 | | | 1,593 | | | 1 | | | (112 | ) | | 6,179 | |
|
Depreciation and amortization | 624 | | | 288 | | | 9 | | | — | | | 921 | |
|
Selling, general and administrative | 341 | | | 173 | | | 164 | | | (7 | ) | | 671 | |
|
Acquisition-related transaction and integration costs | — | | | 54 | | | 41 | | | — | | | 95 | |
|
Development activity expenses | — | | | 24 | | | 39 | | | — | | | 63 | |
|
Total operating costs and expenses | 5,662 | | | 2,132 | | | 254 | | | (119 | ) | | 7,929 | |
|
Operating Income/(Loss) | 563 | | | 262 | | | (254 | ) | | — | | | 571 | |
|
Other Income/(Expense) | | | | | | | | | |
Equity in (loss)/earnings of consolidated subsidiaries | (4 | ) | | (9 | ) | | 363 | | | (350 | ) | | — | |
|
Equity in (loss)/earnings of unconsolidated affiliates | (8 | ) | | 16 | | | — | | | (2 | ) | | 6 | |
|
Other income, net | 7 | | | 5 | | | 3 | | | (6 | ) | | 9 | |
|
Loss on debt extinguishment | — | | | (12 | ) | | (38 | ) | | — | | | (50 | ) |
|
Interest expense | (13 | ) | | (229 | ) | | (388 | ) | | — | | | (630 | ) |
|
Total other expense | (18 | ) | | (229 | ) | | (60 | ) | | (358 | ) | | (665 | ) |
Income/(Loss) Before Income Taxes | 545 | | | 33 | | | (314 | ) | | (358 | ) | | (94 | ) |
|
Income tax expense/(benefit) | 212 | | | (10 | ) | | (249 | ) | | — | | | (47 | ) |
|
Net Income/(Loss) | 333 | | | 43 | | | (65 | ) | | (358 | ) | | (47 | ) |
|
Less: Net income attributable to noncontrolling interest | — | | | 40 | | | 9 | | | (22 | ) | | 27 | |
|
Net Income/(Loss) attributable to | $ | 333 | | | $ | 3 | | | $ | (74 | ) | | $ | (336 | ) | | $ | (74 | ) |
NRG Energy, Inc. |
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME |
For the Three Months Ended September 30, 2013 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Net Income | $ | 184 | | | $ | 114 | | | $ | 133 | | | $ | (288 | ) | | $ | 143 | |
|
Other comprehensive (loss)/income, net of tax | | | | | | | | | |
Unrealized (loss)/gain on derivatives, net | (13 | ) | | (8 | ) | | 17 | | | (12 | ) | | (16 | ) |
|
Foreign currency translation adjustments, net | — | | | 4 | | | 1 | | | — | | | 5 | |
|
Other comprehensive (loss)/income | (13 | ) | | (4 | ) | | 18 | | | (12 | ) | | (11 | ) |
|
Comprehensive income | 171 | | | 110 | | | 151 | | | (300 | ) | | 132 | |
|
Less: Comprehensive income attributable to noncontrolling interest | — | | | 29 | | | 9 | | | (20 | ) | | 18 | |
|
Comprehensive income attributable to NRG Energy, Inc. | 171 | | | 81 | | | 142 | | | (280 | ) | | 114 | |
|
Dividends for preferred shares | — | | | — | | | 2 | | | — | | | 2 | |
|
Comprehensive income available for common stockholders | $ | 171 | | | $ | 81 | | | $ | 140 | | | $ | (280 | ) | | $ | 112 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) |
For the Nine Months Ended September 30, 2013 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Net Income/(Loss) | $ | 333 | | | $ | 43 | | | $ | (65 | ) | | $ | (358 | ) | | $ | (47 | ) |
|
Other comprehensive (loss)/income, net of tax | | | | | | | | | |
Unrealized (loss)/gain on derivatives, net | (54 | ) | | 41 | | | 9 | | | 12 | | | 8 | |
|
Foreign currency translation adjustments, net | — | | | (11 | ) | | (3 | ) | | — | | | (14 | ) |
|
Available-for-sale securities, net | — | | | — | | | 2 | | | — | | | 2 | |
|
Defined benefit plan, net | — | | | 25 | | | — | | | — | | | 25 | |
|
Other comprehensive (loss)/income | (54 | ) | | 55 | | | 8 | | | 12 | | | 21 | |
|
Comprehensive income/(loss) | 279 | | | 98 | | | (57 | ) | | (346 | ) | | (26 | ) |
|
Less: Comprehensive income attributable to noncontrolling interest | — | | | 39 | | | 9 | | | (22 | ) | | 26 | |
|
Comprehensive income/(loss) attributable to NRG Energy, Inc. | 279 | | | 59 | | | (66 | ) | | (324 | ) | | (52 | ) |
|
Dividends for preferred shares | — | | | — | | | 7 | | | — | | | 7 | |
|
Comprehensive income/(loss) available for common stockholders | $ | 279 | | | $ | 59 | | | $ | (73 | ) | | $ | (324 | ) | | $ | (59 | ) |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING BALANCE SHEETS |
September 30, 2013 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
ASSETS | (In millions) |
Current Assets | | | | | | | | | |
Cash and cash equivalents | $ | 23 | | | $ | 1,110 | | | $ | 996 | | | $ | — | | | $ | 2,129 | |
|
Funds deposited by counterparties | — | | | 122 | | | — | | | — | | | 122 | |
|
Restricted cash | 18 | | | 278 | | | 11 | | | — | | | 307 | |
|
Accounts receivable, net | 1,132 | | | 234 | | | — | | | — | | | 1,366 | |
|
Inventory | 406 | | | 455 | | | — | | | — | | | 861 | |
|
Derivative instruments | 914 | | | 491 | | | — | | | (16 | ) | | 1,389 | |
|
Cash collateral paid in support of energy risk management activities | 253 | | | 35 | | | — | | | — | | | 288 | |
|
Renewable energy grant receivable | — | | | 344 | | | 1 | | | — | | | 345 | |
|
Prepayments and other current assets | 4,103 | | | 283 | | | (3,414 | ) | | (530 | ) | | 442 | |
|
Total current assets | 6,849 | | | 3,352 | | | (2,406 | ) | | (546 | ) | | 7,249 | |
|
Net property, plant and equipment | 9,651 | | | 10,822 | | | 149 | | | (22 | ) | | 20,600 | |
|
Other Assets | | | | | | | | | |
Investment in subsidiaries | 108 | | | (108 | ) | | 18,218 | | | (18,218 | ) | | — | |
|
Equity investments in affiliates | 18 | | | 724 | | | 10 | | | (126 | ) | | 626 | |
|
Notes receivable, less current portion | — | | | 66 | | | 255 | | | (245 | ) | | 76 | |
|
Goodwill | 1,941 | | | 12 | | | — | | | — | | | 1,953 | |
|
Intangible assets, net | 988 | | | 172 | | | 33 | | | (52 | ) | | 1,141 | |
|
Nuclear decommissioning trust fund | 524 | | | — | | | — | | | — | | | 524 | |
|
Deferred income tax | — | | | 784 | | | 715 | | | — | | | 1,499 | |
|
Derivative instruments | 202 | | | 307 | | | — | | | (3 | ) | | 506 | |
|
Other non-current assets | 80 | | | 239 | | | 370 | | | — | | | 689 | |
|
Total other assets | 3,861 | | | 2,196 | | | 19,601 | | | (18,644 | ) | | 7,014 | |
|
Total Assets | $ | 20,361 | | | $ | 16,370 | | | $ | 17,344 | | | $ | (19,212 | ) | | $ | 34,863 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | |
Current Liabilities | | | | | | | | | |
Current portion of long-term debt and capital leases | $ | 1 | | | $ | 890 | | | $ | 20 | | | $ | — | | | $ | 911 | |
|
Accounts payable | 678 | | | 436 | | | 26 | | | — | | | 1,140 | |
|
Accounts payable — affiliate | 6 | | | 1,973 | | | (1,572 | ) | | (407 | ) | | — | |
|
Derivative instruments | 887 | | | 193 | | | — | | | (16 | ) | | 1,064 | |
|
Deferred income taxes | 369 | | | (264 | ) | | 7 | | | — | | | 112 | |
|
Cash collateral received in support of energy risk management activities | — | | | 122 | | | — | | | — | | | 122 | |
|
Accrued expenses and other current liabilities | 283 | | | 478 | | | 272 | | | — | | | 1,033 | |
|
Total current liabilities | 2,224 | | | 3,828 | | | (1,247 | ) | | (423 | ) | | 4,382 | |
|
Other Liabilities | | | | | | | | | |
Long-term debt and capital leases | 316 | | | 7,965 | | | 7,766 | | | (245 | ) | | 15,802 | |
|
Nuclear decommissioning reserve | 290 | | | — | | | — | | | — | | | 290 | |
|
Nuclear decommissioning trust liability | 303 | | | — | | | — | | | — | | | 303 | |
|
Deferred income taxes | 886 | | | (836 | ) | | — | | | — | | | 50 | |
|
Derivative instruments | 279 | | | 96 | | | — | | | (3 | ) | | 372 | |
|
Out-of-market contracts | 162 | | | 1,026 | | | — | | | (31 | ) | | 1,157 | |
|
Other non-current liabilities | 510 | | | 631 | | | 236 | | | — | | | 1,377 | |
|
Total non-current liabilities | 2,746 | | | 8,882 | | | 8,002 | | | (279 | ) | | 19,351 | |
|
Total liabilities | 4,970 | | | 12,710 | | | 6,755 | | | (702 | ) | | 23,733 | |
|
3.625% convertible perpetual preferred stock | — | | | — | | | 249 | | | — | | | 249 | |
|
Stockholders’ Equity | 15,391 | | | 3,660 | | | 10,340 | | | (18,510 | ) | | 10,881 | |
|
Total Liabilities and Stockholders’ Equity | $ | 20,361 | | | $ | 16,370 | | | $ | 17,344 | | | $ | (19,212 | ) | | $ | 34,863 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
For the Nine Months Ended September 30, 2013 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Cash Flows from Operating Activities | | | | | | | | | |
Net Cash Provided/(Used) by Operating Activities | 1,334 | | | 135 | | | (1,800 | ) | | 1,154 | | | 823 | |
|
Cash Flows from Investing Activities | | | | | | | | | | | |
|
Intercompany loans to subsidiaries | (1,158 | ) | | 4 | | | 1,154 | | | — | | | — | |
|
Acquisition of businesses, net of cash acquired | — | | | (59 | ) | | (315 | ) | | — | | | (374 | ) |
|
Capital expenditures | (154 | ) | | (1,388 | ) | | (39 | ) | | — | | | (1,581 | ) |
|
(Increase)/decrease in restricted cash, net | (7 | ) | | (61 | ) | | 1 | | | — | | | (67 | ) |
|
Increase in restricted cash — U.S. DOE projects | — | | | (18 | ) | | (2 | ) | | — | | | (20 | ) |
|
Decrease/(increase) in notes receivable | 2 | | | (16 | ) | | (8 | ) | | — | | | (22 | ) |
|
Investments in nuclear decommissioning trust fund securities | (369 | ) | | — | | | — | | | — | | | (369 | ) |
|
Proceeds from sales of nuclear decommissioning trust fund securities | 344 | | | — | | | — | | | — | | | 344 | |
|
Proceeds from renewable energy grants | — | | | 52 | | | — | | | — | | | 52 | |
|
Proceeds from sale of assets, net of cash disposed of | 13 | | | — | | | — | | | — | | | 13 | |
|
Other | 7 | | | (1 | ) | | (13 | ) | | — | | | (7 | ) |
|
Net Cash (Used)/Provided by Investing Activities | (1,322 | ) | | (1,487 | ) | | 778 | | | — | | | (2,031 | ) |
|
Cash Flows from Financing Activities | | | | | | | | | | | |
|
Proceeds from intercompany loans | — | | | — | | | 1,154 | | | (1,154 | ) | | — | |
|
Payment of dividends to common and preferred stockholders | — | | | — | | | (113 | ) | | — | | | (113 | ) |
|
Payment for treasury stock | — | | | — | | | (25 | ) | | — | | | (25 | ) |
|
Net (payments for)/receipts from settlement of acquired derivatives that include financing elements | (67 | ) | | 244 | | | — | | | — | | | 177 | |
|
Contributions from noncontrolling interest in subsidiaries | — | | | 504 | | | — | | | — | | | 504 | |
|
Proceeds from issuance of long-term debt | — | | | 1,120 | | | 485 | | | — | | | 1,605 | |
|
Proceeds from issuance of common stock | — | | | — | | | 14 | | | — | | | 14 | |
|
Payment of debt issuance and hedging costs | — | | | (9 | ) | | (34 | ) | | — | | | (43 | ) |
|
Payments for short and long-term debt | — | | | (654 | ) | | (214 | ) | | — | | | (868 | ) |
|
Net Cash (Used)/Provided by Financing Activities | (67 | ) | | 1,205 | | | 1,267 | | | (1,154 | ) | | 1,251 | |
|
Effect of exchange rate changes on cash and cash equivalents | — | | | (1 | ) | | — | | | — | | | (1 | ) |
|
Net (Decrease)/Increase in Cash and Cash Equivalents | (55 | ) | | (148 | ) | | 245 | | | — | | | 42 | |
|
Cash and Cash Equivalents at Beginning of Period | 78 | | | 1,258 | | | 751 | | | — | | | 2,087 | |
|
Cash and Cash Equivalents at End of Period | $ | 23 | | | $ | 1,110 | | | $ | 996 | | | $ | — | | | $ | 2,129 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
For the Three Months Ended September 30, 2012 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Operating Revenues | | | | | | | | | |
Total operating revenues | $ | 2,237 | | | $ | 120 | | | $ | — | | | $ | (26 | ) | | $ | 2,331 | |
|
Operating Costs and Expenses | | | | | | | | | |
Cost of operations | 1,715 | | | 47 | | | 1 | | | (23 | ) | | 1,740 | |
|
Depreciation and amortization | 217 | | | 20 | | | 2 | | | — | | | 239 | |
|
Selling, general and administrative | 154 | | | — | | | 73 | | | (3 | ) | | 224 | |
|
Acquisition-related transaction and integration costs | — | | | — | | | 18 | | | — | | | 18 | |
|
Development activity expenses | — | | | 14 | | | 10 | | | — | | | 24 | |
|
Total operating costs and expenses | 2,086 | | | 81 | | | 104 | | | (26 | ) | | 2,245 | |
|
Operating Income/(Loss) | 151 | | | 39 | | | (104 | ) | | — | | | 86 | |
|
Other Income/(Expense) | | | | | | | | | |
Equity in (losses)/earnings of consolidated subsidiaries | (10 | ) | | 1 | | | 121 | | | (112 | ) | | — | |
|
Equity in earnings of unconsolidated affiliates | 4 | | | — | | | — | | | — | | | 4 | |
|
Other income, net | — | | | 2 | | | 7 | | | — | | | 9 | |
|
Loss on debt extinguishment | — | | | — | | | (41 | ) | | — | | | (41 | ) |
|
Interest expense | (5 | ) | | (21 | ) | | (137 | ) | | — | | | (163 | ) |
|
Total other expense | (11 | ) | | (18 | ) | | (50 | ) | | (112 | ) | | (191 | ) |
Income/(Loss) Before Income Taxes | 140 | | | 21 | | | (154 | ) | | (112 | ) | | (105 | ) |
|
Income tax expense/(benefit) | 67 | | | (27 | ) | | (153 | ) | | — | | | (113 | ) |
|
Net Income/(Loss) | 73 | | | 48 | | | (1 | ) | | (112 | ) | | 8 | |
|
Less: Net income attributable to noncontrolling interest | — | | | 9 | | | — | | | — | | | 9 | |
|
Net Income/(Loss) attributable to NRG Energy, Inc. | $ | 73 | | | $ | 39 | | | $ | (1 | ) | | $ | (112 | ) | | $ | (1 | ) |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
For the Nine Months Ended September 30, 2012 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Operating Revenues | | | | | | | | | |
Total operating revenues | $ | 6,058 | | | $ | 353 | | | $ | — | | | $ | (52 | ) | | $ | 6,359 | |
|
Operating Costs and Expenses | | | | | | | | | |
Cost of operations | 4,512 | | | 186 | | | 7 | | | (45 | ) | | 4,660 | |
|
Depreciation and amortization | 647 | | | 48 | | | 8 | | | — | | | 703 | |
|
Selling, general and administrative | 387 | | | 6 | | | 227 | | | (7 | ) | | 613 | |
|
Acquisition-related transaction and integration costs | — | | | — | | | 18 | | | — | | | 18 | |
|
Development activity expenses | — | | | 22 | | | 30 | | | — | | | 52 | |
|
Total operating costs and expenses | 5,546 | | | 262 | | | 290 | | | (52 | ) | | 6,046 | |
|
Operating Income/(Loss) | 512 | | | 91 | | | (290 | ) | | — | | | 313 | |
|
Other Income/(Expense) | | | | | | | | | |
Equity in earnings/(losses) of consolidated subsidiaries | 6 | | | (11 | ) | | 463 | | | (458 | ) | | — | |
|
Equity in earnings of unconsolidated affiliates | 6 | | | 20 | | | — | | | — | | | 26 | |
|
Other income, net | — | | | 4 | | | 8 | | | — | | | 12 | |
|
Loss on debt extinguishment | — | | | — | | | (41 | ) | | — | | | (41 | ) |
|
Interest expense | (21 | ) | | (60 | ) | | (414 | ) | | — | | | (495 | ) |
|
Total other (expense)/income | (9 | ) | | (47 | ) | | 16 | | | (458 | ) | | (498 | ) |
|
Income/(Loss) Before Income Taxes | 503 | | | 44 | | | (274 | ) | | (458 | ) | | (185 | ) |
|
Income tax expense/(benefit) | 193 | | | (122 | ) | | (317 | ) | | — | | | (246 | ) |
|
Net Income | 310 | | | 166 | | | 43 | | | (458 | ) | | 61 | |
|
Less: Net income attributable to noncontrolling interest | — | | | 18 | | | — | | | — | | | 18 | |
|
Net Income attributable to NRG Energy, Inc. | $ | 310 | | | $ | 148 | | | $ | 43 | | | $ | (458 | ) | | $ | 43 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) |
For the Three Months Ended September 30, 2012 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Net Income/(Loss) | $ | 73 | | | $ | 48 | | | $ | (1 | ) | | $ | (112 | ) | | $ | 8 | |
|
Other comprehensive loss, net of tax | | | | | | | | | |
Unrealized loss on derivatives, net | (43 | ) | | (14 | ) | | (54 | ) | | 68 | | | (43 | ) |
|
Foreign currency translation adjustments, net | — | | | — | | | 1 | | | — | | | 1 | |
|
Foreign currency translation realized upon sale of Schkopau | — | | | (11 | ) | | — | | | — | | | (11 | ) |
|
Available-for-sale securities, net | — | | | — | | | 2 | | | — | | | 2 | |
|
Other comprehensive loss | (43 | ) | | (25 | ) | | (51 | ) | | 68 | | | (51 | ) |
|
Comprehensive income/(loss) | 30 | | | 23 | | | (52 | ) | | (44 | ) | | (43 | ) |
|
Less: Comprehensive income attributable to noncontrolling interest | — | | | 9 | | | — | | | — | | | 9 | |
|
Comprehensive income/(loss) attributable to NRG Energy, Inc. | 30 | | | 14 | | | (52 | ) | | (44 | ) | | (52 | ) |
|
Dividends for preferred shares | — | | | — | | | 2 | | | — | | | 2 | |
|
Comprehensive income/(loss) available for common stockholders | $ | 30 | | | $ | 14 | | | $ | (54 | ) | | $ | (44 | ) | | $ | (54 | ) |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) |
For the Nine Months Ended September 30, 2012 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Net Income | $ | 310 | | | $ | 166 | | | $ | 43 | | | $ | (458 | ) | | $ | 61 | |
|
Other comprehensive loss, net of tax | | | | | | | | | |
Unrealized loss on derivatives, net | (122 | ) | | (33 | ) | | (145 | ) | | 168 | | | (132 | ) |
|
Foreign currency translation adjustments, net | — | | | (2 | ) | | 1 | | | — | | | (1 | ) |
|
Foreign currency translation realized upon sale of Schkopau | — | | | (11 | ) | | — | | | — | | | (11 | ) |
|
Available-for-sale securities, net | — | | | — | | | 2 | | | — | | | 2 | |
|
Other comprehensive loss | (122 | ) | | (46 | ) | | (142 | ) | | 168 | | | (142 | ) |
|
Comprehensive income/(loss) | 188 | | | 120 | | | (99 | ) | | (290 | ) | | (81 | ) |
|
Less: Comprehensive income attributable to noncontrolling interest | — | | | 18 | | | — | | | — | | | 18 | |
|
Comprehensive income/(loss) attributable to NRG Energy, Inc. | 188 | | | 102 | | | (99 | ) | | (290 | ) | | (99 | ) |
|
Dividends for preferred shares | — | | | — | | | 7 | | | — | | | 7 | |
|
Comprehensive income/(loss) available for common stockholders | $ | 188 | | | $ | 102 | | | $ | (106 | ) | | $ | (290 | ) | | $ | (106 | ) |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING BALANCE SHEETS |
December 31, 2012 |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
ASSETS | (In millions) |
Current Assets | | | | | | | | | |
Cash and cash equivalents | $ | 78 | | | $ | 1,258 | | | $ | 751 | | | $ | — | | | $ | 2,087 | |
|
Funds deposited by counterparties | 131 | | | 140 | | | — | | | — | | | 271 | |
|
Restricted cash | 11 | | | 196 | | | 10 | | | — | | | 217 | |
|
Accounts receivable, net | 807 | | | 254 | | | — | | | — | | | 1,061 | |
|
Inventory | 472 | | | 439 | | | — | | | — | | | 911 | |
|
Derivative instruments | 2,058 | | | 604 | | | — | | | (18 | ) | | 2,644 | |
|
Deferred income taxes | (153 | ) | | 10 | | | 199 | | | — | | | 56 | |
|
Cash collateral paid in support of energy risk management activities | 81 | | | 148 | | | — | | | — | | | 229 | |
|
Renewable energy grant receivable | — | | | 58 | | | — | | | — | | | 58 | |
|
Prepayments and other current assets | 2,966 | | | (57 | ) | | (2,518 | ) | | 10 | | | 401 | |
|
Total current assets | 6,451 | | | 3,050 | | | (1,558 | ) | | (8 | ) | | 7,935 | |
|
Net Property, Plant and Equipment | 9,905 | | | 10,235 | | | 121 | | | (20 | ) | | 20,241 | |
|
Other Assets | | | | | | | | | |
Investment in subsidiaries | 244 | | | (102 | ) | | 17,655 | | | (17,797 | ) | | — | |
|
Equity investments in affiliates | 33 | | | 633 | | | 10 | | | — | | | 676 | |
|
Capital leases and notes receivable, less current portion | 3 | | | 74 | | | 531 | | | (529 | ) | | 79 | |
|
Goodwill | 1,944 | | | 12 | | | — | | | — | | | 1,956 | |
|
Intangible assets, net | 1,042 | | | 177 | | | 33 | | | (52 | ) | | 1,200 | |
|
Nuclear decommissioning trust fund | 473 | | | — | | | — | | | — | | | 473 | |
|
Deferred income taxes | (915 | ) | | 1,829 | | | 368 | | | — | | | 1,282 | |
|
Derivative instruments | 149 | | | 515 | | | — | | | (2 | ) | | 662 | |
|
Other non-current assets | 85 | | | 305 | | | 210 | | | — | | | 600 | |
|
Total other assets | 3,058 | | | 3,443 | | | 18,807 | | | (18,380 | ) | | 6,928 | |
|
Total Assets | $ | 19,414 | | | $ | 16,728 | | | $ | 17,370 | | | $ | (18,408 | ) | | $ | 35,104 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | |
Current Liabilities | | | | | | | | | |
Current portion of long-term debt and capital leases | $ | 1 | | | $ | 137 | | | $ | 15 | | | $ | (6 | ) | | $ | 147 | |
|
Accounts payable | 541 | | | 584 | | | 46 | | | — | | | 1,171 | |
|
Accounts payable — affiliate | (55 | ) | | 1,421 | | | (1,366 | ) | | — | | | — | |
|
Derivative instruments | 1,726 | | | 271 | | | 2 | | | (18 | ) | | 1,981 | |
|
Cash collateral received in support of energy risk management activities | 131 | | | 140 | | | — | | | — | | | 271 | |
|
Accrued expenses and other current liabilities | 354 | | | 488 | | | 243 | | | — | | | 1,085 | |
|
Total current liabilities | 2,698 | | | 3,041 | | | (1,060 | ) | | (24 | ) | | 4,655 | |
|
Other Liabilities | | | | | | | | | |
Long-term debt and capital leases | 310 | | | 8,459 | | | 7,496 | | | (529 | ) | | 15,736 | |
|
Nuclear decommissioning reserve | 354 | | | — | | | — | | | — | | | 354 | |
|
Nuclear decommissioning trust liability | 273 | | | — | | | — | | | — | | | 273 | |
|
Deferred income taxes | — | | | 55 | | | — | | | — | | | 55 | |
|
Derivative instruments | 312 | | | 190 | | | — | | | (2 | ) | | 500 | |
|
Out-of-market contracts | 180 | | | 1,082 | | | — | | | (31 | ) | | 1,231 | |
|
Other non-current liabilities | 618 | | | 800 | | | 135 | | | — | | | 1,553 | |
|
Total non-current liabilities | 2,047 | | | 10,586 | | | 7,631 | | | (562 | ) | | 19,702 | |
|
Total liabilities | 4,745 | | | 13,627 | | | 6,571 | | | (586 | ) | | 24,357 | |
|
3.625% Preferred Stock | — | | | — | | | 249 | | | — | | | 249 | |
|
Stockholders’ Equity | 14,669 | | | 3,101 | | | 10,550 | | | (17,822 | ) | | 10,498 | |
|
Total Liabilities and Stockholders’ Equity | $ | 19,414 | | | $ | 16,728 | | | $ | 17,370 | | | $ | (18,408 | ) | | $ | 35,104 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
For the Nine Months Ended September 30, 2012 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated Balance |
(Note Issuer) |
| (In millions) |
Cash Flows from Operating Activities | | | | | | | | | |
Net Cash Provided/(Used) by Operating Activities | 1,942 | | | 177 | | | (883 | ) | | (178 | ) | | 1,058 | |
|
Cash Flows from Investing Activities | | | | | | | | | |
Intercompany loans to subsidiaries | (1,686 | ) | | 416 | | | — | | | 1,270 | | | — | |
|
Acquisition of businesses, net of cash acquired | — | | | (17 | ) | | (23 | ) | | — | | | (40 | ) |
|
Capital expenditures | (183 | ) | | (2,241 | ) | | (50 | ) | | — | | | (2,474 | ) |
|
Increase in restricted cash, net | (2 | ) | | (94 | ) | | — | | | — | | | (96 | ) |
|
Decrease in restricted cash — U.S. DOE projects | — | | | 113 | | | 38 | | | — | | | 151 | |
|
Increase in notes receivable | — | | | (20 | ) | | (2 | ) | | — | | | (22 | ) |
|
Investments in nuclear decommissioning trust fund securities | (341 | ) | | — | | | — | | | — | | | (341 | ) |
|
Proceeds from sales of nuclear decommissioning trust fund securities | 316 | | | — | | | — | | | — | | | 316 | |
|
Proceeds from renewable energy grants | 3 | | | 46 | | | — | | | — | | | 49 | |
|
Proceeds from sale of assets | 133 | | | — | | | 4 | | | — | | | 137 | |
|
Other | 13 | | | (8 | ) | | (14 | ) | | — | | | (9 | ) |
|
Net Cash Used by Investing Activities | (1,747 | ) | | (1,805 | ) | | (47 | ) | | 1,270 | | | (2,329 | ) |
|
Cash Flows from Financing Activities | | | | | | | | | |
Proceeds from intercompany loans | — | | | — | | | 1,270 | | | (1,270 | ) | | — | |
|
Payment of dividends to preferred stockholders | (172 | ) | | (6 | ) | | — | | | 178 | | | — | |
|
Payment of intercompany dividends | — | | | — | | | (28 | ) | | — | | | (28 | ) |
|
Net payment for settlement of acquired derivatives that include financing elements | (65 | ) | | — | | | — | | | — | | | (65 | ) |
|
Proceeds from issuance of long-term debt | 9 | | | 1,526 | | | 1,006 | | | — | | | 2,541 | |
|
Sale proceeds and other contributions from noncontrolling interest in subsidiaries | — | | | 316 | | | — | | | — | | | 316 | |
|
Payment of debt issuance costs | — | | | (16 | ) | | (14 | ) | | — | | | (30 | ) |
|
Payments for short and long-term debt | — | | | (51 | ) | | (904 | ) | | — | | | (955 | ) |
|
Net Cash (Used)/Provided by Financing Activities | (228 | ) | | 1,769 | | | 1,330 | | | (1,092 | ) | | 1,779 | |
|
Effect of exchange rate changes on cash and cash equivalents | — | | | (3 | ) | | — | | | — | | | (3 | ) |
|
Net (Decrease)/Increase in Cash and Cash Equivalents | (33 | ) | | 138 | | | 400 | | | — | | | 505 | |
|
Cash and Cash Equivalents at Beginning of Period | 44 | | | 85 | | | 976 | | | — | | | 1,105 | |
|
Cash and Cash Equivalents at End of Period | $ | 11 | | | $ | 223 | | | $ | 1,376 | | | $ | — | | | $ | 1,610 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |