Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2014 |
Condensed Consolidating Financial Information Disclosure [Abstract] | ' |
Condensed Consolidating Financial Information | ' |
Condensed Consolidating Financial Information |
As of June 30, 2014, the Company had outstanding $6.6 billion of Senior Notes due from 2018 - 2024, 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, NRG Yield, Inc. and its subsidiaries and other subsidiaries of NRG that are subject to project financing. |
Unless otherwise noted below, each of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of June 30, 2014: |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
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 Portable Power LLC | | | | | | | | | | | | | | | | | |
Astoria Gas Turbine Power LLC | NEO Freehold-Gen LLC | NRG Power Marketing LLC | | | | | | | | | | | | | | | | | |
Bayou Cove Peaking Power, LLC | NEO Power Services Inc. | NRG Reliability Solutions LLC | | | | | | | | | | | | | | | | | |
BidURenergy, Inc. | New Genco GP, LLC | NRG Renter's Protection LLC | | | | | | | | | | | | | | | | | |
Cabrillo Power I LLC | Norwalk Power LLC | NRG Retail LLC | | | | | | | | | | | | | | | | | |
Cabrillo Power II LLC | NRG Affiliate Services Inc. | NRG Retail Northeast LLC | | | | | | | | | | | | | | | | | |
Carbon Management Solutions LLC | NRG Artesian Energy LLC | NRG Rockford Acquisition LLC | | | | | | | | | | | | | | | | | |
Cirro Group, Inc. | NRG Arthur Kill Operations Inc. | NRG Saguaro Operations Inc. | | | | | | | | | | | | | | | | | |
Cirro Energy Services, Inc. | NRG Astoria Gas Turbine Operations Inc. | NRG Security LLC | | | | | | | | | | | | | | | | | |
Clean Edge Energy LLC | NRG Bayou Cove LLC | NRG Services Corporation | | | | | | | | | | | | | | | | | |
Conemaugh Power LLC | NRG Business Solutions LLC | NRG SimplySmart Solutions LLC | | | | | | | | | | | | | | | | | |
Connecticut Jet Power LLC | NRG Cabrillo Power Operations Inc. | NRG South Central Affiliate Services Inc. | | | | | | | | | | | | | | | | | |
Cottonwood Development LLC | NRG California Peaker Operations LLC | NRG South Central Generating LLC | | | | | | | | | | | | | | | | | |
Cottonwood Energy Company LP | NRG Cedar Bayou Development Company, LLC | NRG South Central Operations Inc. | | | | | | | | | | | | | | | | | |
Cottonwood Generating Partners I LLC | NRG Connecticut Affiliate Services Inc. | NRG South Texas LP | | | | | | | | | | | | | | | | | |
Cottonwood Generating Partners II LLC | NRG Construction LLC | NRG Texas C&I Supply LLC | | | | | | | | | | | | | | | | | |
Cottonwood Generating Partners III LLC | NRG Curtailment Solutions LLC | NRG Texas Gregory LLC | | | | | | | | | | | | | | | | | |
Cottonwood Technology Partners LP | NRG Development Company Inc. | NRG Texas Holding Inc. | | | | | | | | | | | | | | | | | |
Devon Power LLC | NRG Devon Operations Inc. | NRG Texas LLC | | | | | | | | | | | | | | | | | |
Dunkirk Power LLC | NRG Dispatch Services LLC | NRG Texas Power LLC | | | | | | | | | | | | | | | | | |
Eastern Sierra Energy Company LLC | NRG Dunkirk Operations Inc. | NRG Warranty Services LLC | | | | | | | | | | | | | | | | | |
El Segundo Power, LLC | NRG El Segundo Operations Inc. | NRG West Coast LLC | | | | | | | | | | | | | | | | | |
El Segundo Power II LLC | NRG Energy Labor Services LLC | NRG Western Affiliate Services Inc. | | | | | | | | | | | | | | | | | |
Elbow Creek Wind Project LLC | NRG Energy Services Group LLC | O'Brien Cogeneration, Inc. II | | | | | | | | | | | | | | | | | |
Energy Alternatives Wholesale, LLC | NRG Energy Services International Inc. | ONSITE Energy, Inc. | | | | | | | | | | | | | | | | | |
Energy Curtailment Specialists, Inc. | NRG Energy Services LLC | Oswego Harbor Power LLC | | | | | | | | | | | | | | | | | |
Energy Plus Holdings LLC | NRG Generation Holdings, Inc. | RE Retail Receivables, LLC | | | | | | | | | | | | | | | | | |
Energy Plus Natural Gas LLC | NRG Home & Business Solutions LLC | Reliant Energy Northeast LLC | | | | | | | | | | | | | | | | | |
Energy Protection Insurance Company | NRG Home Solutions LLC | Reliant Energy Power Supply, LLC | | | | | | | | | | | | | | | | | |
Everything Energy LLC | NRG Home Solutions Product LLC | Reliant Energy Retail Holdings, LLC | | | | | | | | | | | | | | | | | |
GCP Funding Company, LLC | NRG Homer City Services LLC | Reliant Energy Retail Services, LLC | | | | | | | | | | | | | | | | | |
Green Mountain Energy Company | NRG Huntley Operations Inc. | RERH Holdings LLC | | | | | | | | | | | | | | | | | |
Green Mountain Energy Company | NRG Identity Protect LLC | Saguaro Power LLC | | | | | | | | | | | | | | | | | |
(NY Res) LLC | NRG Ilion Limited Partnership | Somerset Operations Inc. | | | | | | | | | | | | | | | | | |
Gregory Partners, LLC | NRG Ilion LP LLC | Somerset Power LLC | | | | | | | | | | | | | | | | | |
Gregory Power Partners LLC | NRG International LLC | Texas Genco Financing Corp. | | | | | | | | | | | | | | | | | |
Huntley Power LLC | NRG Maintenance Services LLC | Texas Genco GP, LLC | | | | | | | | | | | | | | | | | |
Independence Energy Alliance LLC | NRG Mextrans Inc. | Texas Genco Holdings, Inc. | | | | | | | | | | | | | | | | | |
Independence Energy Group LLC | NRG MidAtlantic Affiliate Services Inc. | Texas Genco LP, LLC | | | | | | | | | | | | | | | | | |
Independence Energy Natural Gas LLC | NRG Middletown Operations Inc. | Texas Genco Operating Services, LLC | | | | | | | | | | | | | | | | | |
Indian River Operations Inc. | NRG Montville Operations Inc. | Texas Genco Services, LP | | | | | | | | | | | | | | | | | |
Indian River Power LLC | NRG New Jersey Energy Sales LLC | US Retailers LLC | | | | | | | | | | | | | | | | | |
Keystone Power LLC | NRG New Roads Holdings LLC | Vienna Operations Inc. | | | | | | | | | | | | | | | | | |
Langford Wind Power, LLC | NRG North Central Operations Inc. | Vienna Power LLC | | | | | | | | | | | | | | | | | |
Lone Star A/C & Appliance Repairs, LLC | NRG Northeast Affiliate Services Inc. | WCP (Generation) Holdings LLC | | | | | | | | | | | | | | | | | |
Louisiana Generating LLC | NRG Norwalk Harbor Operations Inc. | West Coast Power LLC | | | | | | | | | | | | | | | | | |
Meriden Gas Turbines LLC | NRG Operating Services, Inc. | | | | | | | | | | | | | | | | | | |
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. There are no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to NRG. However, 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 SEC 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 June 30, 2014 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Operating Revenues | | | | | | | | | |
Total operating revenues | $ | 2,514 | | | $ | 1,129 | | | $ | — | | | $ | (22 | ) | | $ | 3,621 | |
|
Operating Costs and Expenses | | | | | | | | | | | | | |
|
Cost of operations | 2,048 | | | 762 | | | 11 | | | (4 | ) | | 2,817 | |
|
Depreciation and amortization | 211 | | | 170 | | | 5 | | | — | | | 386 | |
|
Selling, general and administrative | 106 | | | 82 | | | 80 | | | — | | | 268 | |
|
Acquisition-related transaction and integration costs | — | | | 7 | | | 33 | | | — | | | 40 | |
|
Development activity expenses | — | | | 7 | | | 14 | | | — | | | 21 | |
|
Total operating costs and expenses | 2,365 | | | 1,028 | | | 143 | | | (4 | ) | | 3,532 | |
|
Operating Income/(Loss) | 149 | | | 101 | | | (143 | ) | | (18 | ) | | 89 | |
|
Other Income/(Expense) | | | | | | | | | |
Equity in earnings of consolidated subsidiaries | 52 | | | — | | | 65 | | | (117 | ) | | — | |
|
Equity in earnings of unconsolidated affiliates | 6 | | | 17 | | | — | | | (9 | ) | | 14 | |
|
Other income/(loss), net | 3 | | | 4 | | | (2 | ) | | — | | | 5 | |
|
Loss on debt extinguishment | — | | | — | | | (40 | ) | | — | | | (40 | ) |
|
Interest expense | (5 | ) | | (120 | ) | | (149 | ) | | — | | | (274 | ) |
|
Total other income/(expense) | 56 | | | (99 | ) | | (126 | ) | | (126 | ) | | (295 | ) |
|
Income/(Loss) Before Income Taxes | 205 | | | 2 | | | (269 | ) | | (144 | ) | | (206 | ) |
|
Income tax expense/(benefit) | 47 | | | 4 | | | (177 | ) | | — | | | (126 | ) |
|
Net Income/(Loss) | 158 | | | (2 | ) | | (92 | ) | | (144 | ) | | (80 | ) |
|
Less: Net income attributable to noncontrolling interest | — | | | 39 | | | 5 | | | (27 | ) | | 17 | |
|
Net Income/(Loss) attributable to | $ | 158 | | | $ | (41 | ) | | $ | (97 | ) | | $ | (117 | ) | | $ | (97 | ) |
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 Six Months Ended June 30, 2014 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Operating Revenues | | | | | | | | | |
Total operating revenues | $ | 4,793 | | | $ | 2,380 | | | $ | — | | | $ | (66 | ) | | $ | 7,107 | |
|
Operating Costs and Expenses | | | | | | | | | |
Cost of operations | 3,841 | | | 1,736 | | | 7 | | | (34 | ) | | 5,550 | |
|
Depreciation and amortization | 409 | | | 304 | | | 8 | | | — | | | 721 | |
|
Selling, general and administrative | 211 | | | 139 | | | 144 | | | — | | | 494 | |
|
Acquisition-related transaction and integration costs | — | | | 8 | | | 44 | | | — | | | 52 | |
|
Development activity expenses | — | | | 17 | | | 23 | | | — | | | 40 | |
|
Total operating costs and expenses | 4,461 | | | 2,204 | | | 226 | | | (34 | ) | | 6,857 | |
|
Gain on sale of assets | — | | | 19 | | | — | | | — | | | 19 | |
|
Operating Income/(Loss) | 332 | | | 195 | | | (226 | ) | | (32 | ) | | 269 | |
|
Other Income/(Expense) | | | | | | | | | |
Equity in earnings/(loss) of consolidated subsidiaries | 101 | | | (6 | ) | | 180 | | | (275 | ) | | — | |
|
Equity in earnings of unconsolidated affiliates | 10 | | | 18 | | | — | | | (7 | ) | | 21 | |
|
Other income, net | 4 | | | 8 | | | 5 | | | (1 | ) | | 16 | |
|
Loss on debt extinguishment | — | | | (9 | ) | | (72 | ) | | — | | | (81 | ) |
|
Interest expense | (11 | ) | | (227 | ) | | (292 | ) | | 1 | | | (529 | ) |
|
Total other income/(expense) | 104 | | | (216 | ) | | (179 | ) | | (282 | ) | | (573 | ) |
|
Income/(Loss) Before Income Taxes | 436 | | | (21 | ) | | (405 | ) | | (314 | ) | | (304 | ) |
|
Income tax expense/(benefit) | 110 | | | (6 | ) | | (261 | ) | | — | | | (157 | ) |
|
Net Income/(Loss) | 326 | | | (15 | ) | | (144 | ) | | (314 | ) | | (147 | ) |
|
Less: Net income attributable to noncontrolling interest | — | | | 36 | | | 9 | | | (39 | ) | | 6 | |
|
Net Income/(Loss) attributable to | $ | 326 | | | $ | (51 | ) | | $ | (153 | ) | | $ | (275 | ) | | $ | (153 | ) |
NRG Energy, Inc. |
| | | | | | | | | | | | | | | | | | | |
(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 June 30, 2014 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Net Income/(Loss) | $ | 158 | | | $ | (2 | ) | | $ | (92 | ) | | $ | (144 | ) | | $ | (80 | ) |
|
Other comprehensive income, net of tax | | | | | | | | | |
Unrealized gain/(loss) on derivatives, net | 2 | | | (20 | ) | | (8 | ) | | 7 | | | (19 | ) |
|
Foreign currency translation adjustments, net | — | | | (1 | ) | | (2 | ) | | — | | | (3 | ) |
|
Available-for-sale securities, net | — | | | 5 | | | 4 | | | (2 | ) | | 7 | |
|
Defined benefit plan, net | (2 | ) | | (13 | ) | | 25 | | | — | | | 10 | |
|
Other comprehensive income/(loss) | — | | | (29 | ) | | 19 | | | 5 | | | (5 | ) |
|
Comprehensive income/(loss) | 158 | | | (31 | ) | | (73 | ) | | (139 | ) | | (85 | ) |
|
Less: Comprehensive income attributable to noncontrolling interest | — | | | 32 | | | 5 | | | (25 | ) | | 12 | |
|
Comprehensive income/(loss) attributable to NRG Energy, Inc. | 158 | | | (63 | ) | | (78 | ) | | (114 | ) | | (97 | ) |
|
Dividends for preferred shares | — | | | — | | | 3 | | | — | | | 3 | |
|
Comprehensive income/(loss) available for common stockholders | $ | 158 | | | $ | (63 | ) | | $ | (81 | ) | | $ | (114 | ) | | $ | (100 | ) |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
|
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) |
For the Six Months Ended June 30, 2014 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Net Income/(Loss) | $ | 326 | | | $ | (15 | ) | | $ | (144 | ) | | $ | (314 | ) | | $ | (147 | ) |
|
Other comprehensive income, net of tax | | | | | | | | | |
Unrealized gain/(loss) on derivatives, net | 8 | | | (26 | ) | | (3 | ) | | (7 | ) | | (28 | ) |
|
Foreign currency translation adjustments, net | — | | | 5 | | | (2 | ) | | — | | | 3 | |
|
Available-for-sale securities, net | — | | | 5 | | | 8 | | | — | | | 13 | |
|
Defined benefit plan, net | — | | | (13 | ) | | 25 | | | — | | | 12 | |
|
Other comprehensive income/(loss) | 8 | | | (29 | ) | | 28 | | | (7 | ) | | — | |
|
Comprehensive income/(loss) | 334 | | | (44 | ) | | (116 | ) | | (321 | ) | | (147 | ) |
|
Less: Comprehensive income/(loss) attributable to noncontrolling interest | — | | | 27 | | | 9 | | | (39 | ) | | (3 | ) |
|
Comprehensive income/(loss) attributable to NRG Energy, Inc. | 334 | | | (71 | ) | | (125 | ) | | (282 | ) | | (144 | ) |
|
Dividends for preferred shares | — | | | — | | | 5 | | | — | | | 5 | |
|
Comprehensive income/(loss) available for common stockholders | $ | 334 | | | $ | (71 | ) | | $ | (130 | ) | | $ | (282 | ) | | $ | (149 | ) |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING BALANCE SHEETS |
June 30, 2014 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
ASSETS | (In millions) |
Current Assets | | | | | | | | | |
Cash and cash equivalents | $ | 25 | | | $ | 1,121 | | | $ | 335 | | | $ | — | | | $ | 1,481 | |
|
Funds deposited by counterparties | 5 | | | 4 | | | — | | | — | | | 9 | |
|
Restricted cash | 9 | | | 276 | | | 1 | | | — | | | 286 | |
|
Accounts receivable, net | 1,205 | | | 277 | | | — | | | — | | | 1,482 | |
|
Inventory | 419 | | | 577 | | | — | | | — | | | 996 | |
|
Derivative instruments | 989 | | | 852 | | | — | | | (140 | ) | | 1,701 | |
|
Deferred income taxes | — | | | 41 | | | 38 | | | — | | | 79 | |
|
Cash collateral paid in support of energy risk management activities | 282 | | | 290 | | | — | | | — | | | 572 | |
|
Accounts receivable - affiliate | 5,661 | | | 821 | | | (4,748 | ) | | (1,724 | ) | | 10 | |
|
Renewable energy grant receivable | — | | | 614 | | | — | | | — | | | 614 | |
|
Prepayments and other current assets | 128 | | | 367 | | | 32 | | | — | | | 527 | |
|
Total current assets | 8,723 | | | 5,240 | | | (4,342 | ) | | (1,864 | ) | | 7,757 | |
|
Net property, plant and equipment | 8,884 | | | 12,563 | | | 153 | | | (24 | ) | | 21,576 | |
|
Other Assets | | | | | | | | | |
Investment in subsidiaries | 573 | | | (932 | ) | | 22,474 | | | (22,115 | ) | | — | |
|
Equity investments in affiliates | (20 | ) | | 1,014 | | | — | | | (129 | ) | | 865 | |
|
Notes receivable, less current portion | — | | | 73 | | | 108 | | | (96 | ) | | 85 | |
|
Goodwill | 2,064 | | | 52 | | | | | | — | | | 2,116 | |
|
Intangible assets, net | 958 | | | 545 | | | (47 | ) | | (22 | ) | | 1,434 | |
|
Nuclear decommissioning trust fund | 576 | | | — | | | — | | | — | | | 576 | |
|
Deferred income tax | 8 | | | 586 | | | 906 | | | — | | | 1,500 | |
|
Derivative instruments | 172 | | | 269 | | | — | | | (28 | ) | | 413 | |
|
Other non-current assets | 96 | | | 637 | | | 574 | | | | | | 1,307 | |
|
Total other assets | 4,427 | | | 2,244 | | | 24,015 | | | (22,390 | ) | | 8,296 | |
|
Total Assets | $ | 22,034 | | | $ | 20,047 | | | $ | 19,826 | | | $ | (24,278 | ) | | $ | 37,629 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | |
Current Liabilities | | | | | | | | | |
Current portion of long-term debt and capital leases | $ | 1 | | | $ | 813 | | | $ | 19 | | | $ | — | | | $ | 833 | |
|
Accounts payable | 748 | | | 325 | | | 30 | | | — | | | 1,103 | |
|
Accounts payable — affiliate | 1,054 | | | 365 | | | 305 | | | (1,724 | ) | | — | |
|
Derivative instruments | 1,029 | | | 847 | | | — | | | (140 | ) | | 1,736 | |
|
Cash collateral received in support of energy risk management activities | 5 | | | 4 | | | — | | | — | | | 9 | |
|
Accrued expenses and other current liabilities | 283 | | | 491 | | | 291 | | | | | | 1,065 | |
|
Total current liabilities | 3,120 | | | 2,845 | | | 645 | | | (1,864 | ) | | 4,746 | |
|
Other Liabilities | | | | | | | | | |
Long-term debt and capital leases | 316 | | | 9,272 | | | 8,673 | | | (96 | ) | | 18,165 | |
|
Nuclear decommissioning reserve | 302 | | | — | | | — | | | — | | | 302 | |
|
Nuclear decommissioning trust liability | 336 | | | — | | | — | | | — | | | 336 | |
|
Deferred income taxes | 1,142 | | | (1,003 | ) | | (68 | ) | | — | | | 71 | |
|
Derivative instruments | 189 | | | 194 | | | — | | | (29 | ) | | 354 | |
|
Out-of-market contracts | 119 | | | 1,056 | | | — | | | — | | | 1,175 | |
|
Other non-current liabilities | 424 | | | 583 | | | 247 | | | | | | 1,254 | |
|
Total non-current liabilities | 2,828 | | | 10,102 | | | 8,852 | | | (125 | ) | | 21,657 | |
|
Total liabilities | 5,948 | | | 12,947 | | | 9,497 | | | (1,989 | ) | | 26,403 | |
|
3.625% convertible perpetual preferred stock | — | | | — | | | 249 | | | — | | | 249 | |
|
Stockholders’ Equity | 16,086 | | | 7,100 | | | 10,080 | | | (22,289 | ) | | 10,977 | |
|
Total Liabilities and Stockholders’ Equity | $ | 22,034 | | | $ | 20,047 | | | $ | 19,826 | | | $ | (24,278 | ) | | $ | 37,629 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
For the Six Months Ended June 30, 2014 |
(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 | $ | 798 | | | $ | 641 | | | $ | (2,429 | ) | | $ | 1,360 | | | $ | 370 | |
|
Cash Flows from Investing Activities | | | | | | | | | | | |
|
(Payments for)/proceeds from intercompany loans to subsidiaries | (808 | ) | | (552 | ) | | 1,360 | | | — | | | — | |
|
Acquisition of businesses, net of cash acquired | — | | | (25 | ) | | (1,792 | ) | | — | | | (1,817 | ) |
|
Capital expenditures | (9 | ) | | (134 | ) | | (364 | ) | | — | | | (507 | ) |
|
(Increase)/decrease in restricted cash, net | (2 | ) | | (5 | ) | | 1 | | | — | | | (6 | ) |
|
Decrease/(increase) in restricted cash — U.S. DOE projects | — | | | 24 | | | (3 | ) | | — | | | 21 | |
|
Decrease in notes receivable | — | | | 2 | | | — | | | — | | | 2 | |
|
Investments in nuclear decommissioning trust fund securities | (340 | ) | | — | | | — | | | — | | | (340 | ) |
|
Proceeds from sales of nuclear decommissioning trust fund securities | 334 | | | — | | | — | | | — | | | 334 | |
|
Proceeds from renewable energy grants | — | | | 429 | | | — | | | — | | | 429 | |
|
Proceeds from sale of assets, net of cash disposed of | — | | | — | | | 77 | | | — | | | 77 | |
|
Cash proceeds to fund cash grant bridge loan payment | — | | | 57 | | | — | | | — | | | 57 | |
|
Other | (4 | ) | | 1 | | | — | | | — | | | (3 | ) |
|
Net Cash Used by Investing Activities | (829 | ) | | (203 | ) | | (721 | ) | | — | | | (1,753 | ) |
|
Cash Flows from Financing Activities | | | | | | | | | | | |
|
Proceeds from/(payments for) intercompany loans | — | | | — | | | 1,360 | | | (1,360 | ) | | — | |
|
Payment of dividends to common and preferred stockholders | — | | | — | | | (91 | ) | | — | | | (91 | ) |
|
Net payments for settlement of acquired derivatives that include financing elements | — | | | (167 | ) | | — | | | — | | | (167 | ) |
|
Contributions from noncontrolling interest in subsidiaries | — | | | 10 | | | — | | | — | | | 10 | |
|
Proceeds from issuance of long-term debt | — | | | 551 | | | 3,335 | | | — | | | 3,886 | |
|
Proceeds from issuance of common stock | — | | | — | | | 8 | | | — | | | 8 | |
|
Payment of debt issuance and hedging costs | — | | | (15 | ) | | (28 | ) | | — | | | (43 | ) |
|
Payments for short and long-term debt | — | | | (542 | ) | | (2,427 | ) | | — | | | (2,969 | ) |
|
Net Cash (Used)/Provided by Financing Activities | — | | | (163 | ) | | 2,157 | | | (1,360 | ) | | 634 | |
|
Effect of exchange rate changes on cash and cash equivalents | — | | | (24 | ) | | — | | | — | | | (24 | ) |
|
Net (Decrease)/Increase in Cash and Cash Equivalents | (31 | ) | | 251 | | | (993 | ) | | — | | | (773 | ) |
|
Cash and Cash Equivalents at Beginning of Period | 56 | | | 870 | | | 1,328 | | | — | | | 2,254 | |
|
Cash and Cash Equivalents at End of Period | $ | 25 | | | $ | 1,121 | | | $ | 335 | | | $ | — | | | $ | 1,481 | |
|
| | | | | | | | | | | | | | | | | | | |
(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 June 30, 2013 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Operating Revenues | | | | | | | | | |
Total operating revenues | $ | 2,171 | | | $ | 850 | | | $ | — | | | $ | (92 | ) | | $ | 2,929 | |
|
Operating Costs and Expenses | | | | | | | | | |
Cost of operations | 1,647 | | | 492 | | | — | | | (88 | ) | | 2,051 | |
|
Depreciation and amortization | 207 | | | 103 | | | 3 | | | — | | | 313 | |
|
Selling, general and administrative | 110 | | | 66 | | | 58 | | | (4 | ) | | 230 | |
|
Acquisition-related transaction and integration costs | — | | | 12 | | | 15 | | | — | | | 27 | |
|
Development activity expenses | — | | | 7 | | | 14 | | | — | | | 21 | |
|
Total operating costs and expenses | 1,964 | | | 680 | | | 90 | | | (92 | ) | | 2,642 | |
|
Operating Income/(Loss) | 207 | | | 170 | | | (90 | ) | | — | | | 287 | |
|
Other Income/(Expense) | | | | | | | | | | |
|
Equity in earnings/(losses) of consolidated subsidiaries | 20 | | | (2 | ) | | 208 | | | (226 | ) | | — | |
|
Equity in earnings of unconsolidated affiliates | 1 | | | 4 | | | — | | | 3 | | | 8 | |
|
Other income, net | 1 | | | (2 | ) | | 1 | | | — | | | — | |
|
Loss on debt extinguishment | — | | | (11 | ) | | (10 | ) | | — | | | (21 | ) |
|
Interest expense | (5 | ) | | (77 | ) | | (124 | ) | | — | | | (206 | ) |
|
Total other income/(expense) | 17 | | | (88 | ) | | 75 | | | (223 | ) | | (219 | ) |
|
Income/Loss Before Income Taxes | 224 | | | 82 | | | (15 | ) | | (223 | ) | | 68 | |
|
Income tax expense/(benefit) | 65 | | | 11 | | | (139 | ) | | — | | | (63 | ) |
|
Net Income | 159 | | | 71 | | | 124 | | | (223 | ) | | 131 | |
|
Less: Net income attributable to noncontrolling interest | — | | | 4 | | | — | | | 3 | | | 7 | |
|
Net Income attributable to NRG Energy, Inc. | $ | 159 | | | $ | 67 | | | $ | 124 | | | $ | (226 | ) | | $ | 124 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
For the Six Months Ended June 30, 2013 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Operating Revenues | | | | | | | | | |
Total operating revenues | $ | 3,761 | | | $ | 1,375 | | | $ | — | | | $ | (126 | ) | | $ | 5,010 | |
|
Operating Costs and Expenses | | | | | | | | | |
Cost of operations | 2,905 | | | 1,007 | | | 7 | | | (115 | ) | | 3,804 | |
|
Depreciation and amortization | 411 | | | 203 | | | 6 | | | — | | | 620 | |
|
Selling, general and administrative | 225 | | | 118 | | | 125 | | | (11 | ) | | 457 | |
|
Acquisition-related transaction and integration costs | — | | | 41 | | | 28 | | | — | | | 69 | |
|
Development activity expenses | — | | | 13 | | | 26 | | | — | | | 39 | |
|
Total operating costs and expenses | 3,541 | | | 1,382 | | | 192 | | | (126 | ) | | 4,989 | |
|
Operating Income/(Loss) | 220 | | | (7 | ) | | (192 | ) | | — | | | 21 | |
|
Other Income/(Expense) | | | | | | | | | |
Equity in earnings/(losses) of consolidated subsidiaries | 21 | | | (4 | ) | | 44 | | | (61 | ) | | — | |
|
Equity in earnings of unconsolidated affiliates | 2 | | | 6 | | | — | | | 3 | | | 11 | |
|
Other income, net | 2 | | | — | | | 2 | | | — | | | 4 | |
|
Loss on debt extinguishment | — | | | (11 | ) | | (38 | ) | | — | | | (49 | ) |
|
Interest expense | (10 | ) | | (141 | ) | | (251 | ) | | — | | | (402 | ) |
|
Total other income/(expense) | 15 | | | (150 | ) | | (243 | ) | | (58 | ) | | (436 | ) |
|
Income/(Loss) Before Income Taxes | 235 | | | (157 | ) | | (435 | ) | | (58 | ) | | (415 | ) |
|
Income tax expense/(benefit) | 86 | | | (74 | ) | | (227 | ) | | — | | | (215 | ) |
|
Net Income/(Loss) | 149 | | | (83 | ) | | (208 | ) | | (58 | ) | | (200 | ) |
|
Less: Net income attributable to noncontrolling interest | — | | | 5 | | | — | | | 3 | | | 8 | |
|
Net Income/(Loss) attributable to NRG Energy, Inc. | $ | 149 | | | $ | (88 | ) | | $ | (208 | ) | | $ | (61 | ) | | $ | (208 | ) |
|
| | | | | | | | | | | | | | | | | | | |
(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 June 30, 2013 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Net Income | $ | 159 | | | $ | 71 | | | $ | 124 | | | $ | (223 | ) | | $ | 131 | |
|
Other comprehensive (loss)/income, net of tax | | | | | | | | | |
Unrealized (loss)/gain on derivatives, net | (32 | ) | | 44 | | | (15 | ) | | 20 | | | 17 | |
|
Foreign currency translation adjustments, net | — | | | (15 | ) | | (4 | ) | | — | | | (19 | ) |
|
Defined benefit plan | — | | | 25 | | | (5 | ) | | — | | | 20 | |
|
Other comprehensive (loss)/income | (32 | ) | | 54 | | | (24 | ) | | 20 | | | 18 | |
|
Comprehensive income | 127 | | | 125 | | | 100 | | | (203 | ) | | 149 | |
|
Less: Comprehensive income attributable to noncontrolling interest | — | | | 9 | | | — | | | (2 | ) | | 7 | |
|
Comprehensive income attributable to NRG Energy, Inc. | 127 | | | 116 | | | 100 | | | (201 | ) | | 142 | |
|
Dividends for preferred shares | — | | | — | | | 3 | | | — | | | 3 | |
|
Comprehensive income available for common stockholders | $ | 127 | | | $ | 116 | | | $ | 97 | | | $ | (201 | ) | | $ | 139 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
|
|
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) |
For the Six Months Ended June 30, 2013 |
(Unaudited) |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
| (In millions) |
Net Income/(Loss) | $ | 149 | | | $ | (83 | ) | | $ | (208 | ) | | $ | (58 | ) | | $ | (200 | ) |
|
Other comprehensive (loss)/income, net of tax | | | | | | | | | |
Unrealized (loss)/gain on derivatives, net | (41 | ) | | 49 | | | (8 | ) | | 24 | | | 24 | |
|
Foreign currency translation adjustments, net | — | | | (15 | ) | | (4 | ) | | — | | | (19 | ) |
|
Available-for-sale securities, net | — | | | — | | | 2 | | | — | | | 2 | |
|
Defined benefit plan | — | | | 25 | | | — | | | — | | | 25 | |
|
Other comprehensive (loss)/income | (41 | ) | | 59 | | | (10 | ) | | 24 | | | 32 | |
|
Comprehensive income/(loss) | 108 | | | (24 | ) | | (218 | ) | | (34 | ) | | (168 | ) |
|
Less: Comprehensive income attributable to noncontrolling interest | — | | | 10 | | | — | | | (2 | ) | | 8 | |
|
Comprehensive income/(loss) attributable to NRG Energy, Inc. | 108 | | | (34 | ) | | (218 | ) | | (32 | ) | | (176 | ) |
|
Dividends for preferred shares | — | | | — | | | 5 | | | — | | | 5 | |
|
Comprehensive income/(loss) available for common stockholders | $ | 108 | | | $ | (34 | ) | | $ | (223 | ) | | $ | (32 | ) | | $ | (181 | ) |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING BALANCE SHEETS |
December 31, 2013 |
|
| | | | | | | | | | | | | | | | | | | |
| Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. | | Eliminations(a) | | Consolidated |
(Note Issuer) |
ASSETS | (In millions) |
Current Assets | | | | | | | | | |
Cash and cash equivalents | $ | 56 | | | $ | 870 | | | $ | 1,328 | | | $ | — | | | $ | 2,254 | |
|
Funds deposited by counterparties | 7 | | | 56 | | | — | | | — | | | 63 | |
|
Restricted cash | 12 | | | 252 | | | 4 | | | — | | | 268 | |
|
Accounts receivable, net | 965 | | | 249 | | | — | | | — | | | 1,214 | |
|
Inventory | 436 | | | 462 | | | — | | | — | | | 898 | |
|
Derivative instruments | 866 | | | 470 | | | — | | | (8 | ) | | 1,328 | |
|
Deferred income taxes | — | | | 41 | | | 217 | | | — | | | 258 | |
|
Cash collateral paid in support of energy risk management activities | 214 | | | 62 | | | — | | | — | | | 276 | |
|
Renewable energy grant receivable | — | | | 539 | | | — | | | — | | | 539 | |
|
Prepayments and other current assets | 4,778 | | | 379 | | | (3,802 | ) | | (857 | ) | | 498 | |
|
Total current assets | 7,334 | | | 3,380 | | | (2,253 | ) | | (865 | ) | | 7,596 | |
|
Net Property, Plant and Equipment | 9,116 | | | 10,604 | | | 153 | | | (22 | ) | | 19,851 | |
|
Other Assets | | | | | | | | | |
Investment in subsidiaries | 32 | | | 422 | | | 18,266 | | | (18,720 | ) | | — | |
|
Equity investments in affiliates | (30 | ) | | 583 | | | — | | | (100 | ) | | 453 | |
|
Capital leases and notes receivable, less current portion | — | | | 62 | | | 105 | | | (94 | ) | | 73 | |
|
Goodwill | 1,973 | | | 12 | | | — | | | — | | | 1,985 | |
|
Intangible assets, net | 925 | | | 232 | | | 4 | | | (21 | ) | | 1,140 | |
|
Nuclear decommissioning trust fund | 551 | | | — | | | — | | | — | | | 551 | |
|
Deferred income taxes | | | | 681 | | | 521 | | | — | | | 1,202 | |
|
Derivative instruments | 110 | | | 202 | | | — | | | (1 | ) | | 311 | |
|
Other non-current assets | 76 | | | 281 | | | 383 | | | — | | | 740 | |
|
Total other assets | 3,637 | | | 2,475 | | | 19,279 | | | (18,936 | ) | | 6,455 | |
|
Total Assets | $ | 20,087 | | | $ | 16,459 | | | $ | 17,179 | | | $ | (19,823 | ) | | $ | 33,902 | |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | |
Current Liabilities | | | | | | | | | |
Current portion of long-term debt and capital leases | $ | 1 | | | $ | 1,029 | | | $ | 20 | | | $ | — | | | $ | 1,050 | |
|
Accounts payable | 652 | | | 352 | | | 34 | | | — | | | 1,038 | |
|
Accounts payable — affiliate | 1,350 | | | 760 | | | (1,253 | ) | | (857 | ) | | — | |
|
Derivative instruments | 859 | | | 204 | | | — | | | (8 | ) | | 1,055 | |
|
Cash collateral received in support of energy risk management activities | 6 | | | 57 | | | — | | | — | | | 63 | |
|
Accrued expenses and other current liabilities | 297 | | | 410 | | | 291 | | | — | | | 998 | |
|
Total current liabilities | 3,165 | | | 2,812 | | | (908 | ) | | (865 | ) | | 4,204 | |
|
Other Liabilities | | | | | | | | | |
Long-term debt and capital leases | 317 | | | 7,837 | | | 7,707 | | | (94 | ) | | 15,767 | |
|
Nuclear decommissioning reserve | 294 | | | — | | | — | | | — | | | 294 | |
|
Nuclear decommissioning trust liability | 324 | | | — | | | — | | | — | | | 324 | |
|
Deferred income taxes | 1,024 | | | (1,002 | ) | | — | | | — | | | 22 | |
|
Derivative instruments | 147 | | | 49 | | | — | | | (1 | ) | | 195 | |
|
Out-of-market contracts | 127 | | | 1,050 | | | — | | | — | | | 1,177 | |
|
Other non-current liabilities | 412 | | | 615 | | | 174 | | | — | | | 1,201 | |
|
Total non-current liabilities | 2,645 | | | 8,549 | | | 7,881 | | | (95 | ) | | 18,980 | |
|
Total liabilities | 5,810 | | | 11,361 | | | 6,973 | | | (960 | ) | | 23,184 | |
|
3.625% Preferred Stock | — | | | — | | | 249 | | | — | | | 249 | |
|
Stockholders’ Equity | 14,277 | | | 5,098 | | | 9,957 | | | (18,863 | ) | | 10,469 | |
|
Total Liabilities and Stockholders’ Equity | $ | 20,087 | | | $ | 16,459 | | | $ | 17,179 | | | $ | (19,823 | ) | | $ | 33,902 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |
NRG ENERGY, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
For the Six Months Ended June 30, 2013 |
(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 | $ | 664 | | | $ | (288 | ) | | $ | (844 | ) | | $ | 390 | | | $ | (78 | ) |
|
Cash Flows from Investing Activities | | | | | | | | | |
Intercompany loans to subsidiaries | (393 | ) | | 3 | | | 390 | | | — | | | — | |
|
Acquisition of businesses, net of cash acquired | — | | | (39 | ) | | — | | | — | | | (39 | ) |
|
Capital expenditures | (196 | ) | | (1,081 | ) | | (4 | ) | | — | | | (1,281 | ) |
|
(Increase)/decrease in restricted cash, net | (2 | ) | | (30 | ) | | 1 | | | — | | | (31 | ) |
|
Increase in restricted cash — U.S. DOE projects | — | | | (10 | ) | | (6 | ) | | — | | | (16 | ) |
|
Decrease/(increase) in notes receivable | 3 | | | (6 | ) | | (8 | ) | | — | | | (11 | ) |
|
Investments in nuclear decommissioning trust fund securities | (233 | ) | | — | | | — | | | — | | | (233 | ) |
|
Proceeds from sales of nuclear decommissioning trust fund securities | 208 | | | — | | | — | | | — | | | 208 | |
|
Proceeds from renewable energy grants | — | | | 48 | | | — | | | — | | | 48 | |
|
Other | (8 | ) | | (12 | ) | | — | | | — | | | (20 | ) |
|
Net Cash (Used)/Provided by Investing Activities | (621 | ) | | (1,127 | ) | | 373 | | | — | | | (1,375 | ) |
|
Cash Flows from Financing Activities | | | | | | | | | |
Proceeds from intercompany loans | — | | | — | | | 390 | | | (390 | ) | | — | |
|
Payment of dividends to preferred stockholders | — | | | — | | | (73 | ) | | — | | | (73 | ) |
|
Payment for treasury stock | — | | | — | | | (25 | ) | | — | | | (25 | ) |
|
Net (payment for)/receipts from settlement of acquired derivatives that include financing elements | (49 | ) | | 220 | | | — | | | — | | | 171 | |
|
Proceeds from issuance of long-term debt | — | | | 995 | | | 477 | | | — | | | 1,472 | |
|
Proceeds from issuance of common stock | — | | | — | | | 9 | | | — | | | 9 | |
|
Sale proceeds and other contributions from noncontrolling interest in subsidiaries | — | | | 33 | | | — | | | — | | | 33 | |
|
Payment of debt issuance costs | — | | | (7 | ) | | (28 | ) | | — | | | (35 | ) |
|
Payments for short and long-term debt | — | | | (607 | ) | | (209 | ) | | — | | | (816 | ) |
|
Net Cash (Used)/Provided by Financing Activities | (49 | ) | | 634 | | | 541 | | | (390 | ) | | 736 | |
|
Effect of exchange rate changes on cash and cash equivalents | — | | | (2 | ) | | — | | | — | | | (2 | ) |
|
Net (Decrease)/Increase in Cash and Cash Equivalents | (6 | ) | | (783 | ) | | 70 | | | — | | | (719 | ) |
|
Cash and Cash Equivalents at Beginning of Period | 78 | | | 1,258 | | | 751 | | | — | | | 2,087 | |
|
Cash and Cash Equivalents at End of Period | $ | 72 | | | $ | 475 | | | $ | 821 | | | $ | — | | | $ | 1,368 | |
|
| | | | | | | | | | | | | | | | | | | |
(a) | All significant intercompany transactions have been eliminated in consolidation. | | | | | | | | | | | | | | | | | | |