Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Condensed Consolidated Financial Statements of NRG Energy, Inc. and its consolidated subsidiaries are included herein:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2018;
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2018;
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015; and
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
The Unaudited Pro Forma Condensed Consolidated Financial Statements are presented for informational purposes only to provide an understanding of NRG’s historical financial results as adjusted for the Zephyr Transaction that was completed on August 31, 2018. The Unaudited Pro Forma Condensed Consolidated Financial Statements presented in this report are for illustrative purposes only and are not necessarily indicative of the results of operations that would have been achieved had the pro forma events taken place on the dates indicated, or NRG’s future consolidated results of operations.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2018 gives pro forma effect to the Zephyr Transaction as if it had occurred on June 30, 2018. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2018 and for the years ended December 31, 2017, 2016 and 2015 give effect to the Zephyr Transaction as if it had occurred on January 1, 2015, the beginning of the earliest period presented.1
The pro forma adjustments are based on currently available information, estimates and assumptions that NRG believes are reasonable in order to reflect, on a pro forma basis, the impact of the Zephyr Transaction on its historical financial information. Differences between these preliminary estimates and the final divestiture accounting may occur and these differences could have a material effect on the accompanying Unaudited Pro Forma Condensed Consolidated Financial Statements and NRG’s future financial position and results of operations.
The Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with:
· the accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements; and
· NRG’s condensed consolidated financial statements for the six months ended June 30, 2018 and the notes relating thereto, included in NRG’s Quarterly Report on Form 10-Q for the six months ended June 30, 2018, and NRG’s consolidated financial statements for the years ended December 31, 2017, 2016 and 2015 and the notes relating thereto, included in NRG’s Annual Report on Form 10-K for the year ended December 31, 2017.
(1) The pro forma impact of deconsolidating AC Solar Holdings LLC is reflected as of and for the six months ended June 30, 2018, and for the year ended December 31, 2017 only.
NRG ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2018
| | June 30, 2018 | | Pro Forma | | June 30, 2018 | |
(In millions, except shares) | | As Reported (a) | | Adjustments | | Pro Forma | |
ASSETS | | | | | | | |
Current Assets | | | | | | | |
Cash and cash equivalents | | $ | 980 | | $ | 1,103 | (b)(c) | $ | 2,083 | |
Funds deposited by counterparties | | 71 | | — | | 71 | |
Restricted cash | | 286 | | (263 | )(b) | 23 | |
Accounts receivable, net | | 1,371 | | (134 | )(b) | 1,237 | |
Inventory | | 485 | | (49 | )(b)(f) | 436 | |
Derivative instruments | | 851 | | (4 | )(b)(f) | 847 | |
Cash collateral paid in support of energy risk management activities | | 224 | | — | | 224 | |
Accounts receivable - affiliate | | 57 | | 1 | (b)(d) | 58 | |
Current assets - held for sale | | 100 | | — | | 100 | |
Prepayments and other current assets | | 328 | | (73 | )(b)(e) | 255 | |
Current assets - discontinued operations | | — | | 4 | (f) | 4 | |
Total current assets | | 4,753 | | 585 | | 5,338 | |
Property, plant and equipment, net | | 12,774 | | (9,122 | )(b)(d) | 3,652 | |
Other Assets | | | | | | | |
Equity investments in affiliates | | 1,055 | | (625 | )(b) | 430 | |
Notes receivable, less current portion | | 15 | | (4 | )(b) | 11 | |
Goodwill | | 539 | | — | | 539 | |
Intangible assets, net | | 1,860 | | (1,226 | )(b)(d)(f) | 634 | |
Nuclear decommissioning trust fund | | 694 | | — | | 694 | |
Derivative instruments | | 426 | | (53 | )(b)(f) | 373 | |
Deferred income taxes | | 126 | | (120 | )(b) | 6 | |
Non-current assets held-for-sale | | 50 | | — | | 50 | |
Other non-current assets | | 655 | | (376 | )(b) | 279 | |
Non-current assets - discontinued operations | | — | | 517 | (f) | 517 | |
Total other assets | | 5,420 | | (1,887 | ) | 3,533 | |
Total Assets | | $ | 22,947 | | $ | (10,424 | ) | $ | 12,523 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
Current Liabilities | | | | | | | |
Current portion of long-term debt and capital leases | | $ | 952 | | $ | (742 | )(b)(g) | $ | 210 | |
Accounts payable | | 975 | | (170 | )(b)(f) | 805 | |
Accounts payable - affiliate | | 29 | | — | | 29 | |
Derivative instruments | | 709 | | (8 | )(b) | 701 | |
Cash collateral received in support of energy risk management activities | | 72 | | — | | 72 | |
Current liabilities held-for-sale | | 74 | | — | | 74 | |
Accrued expenses and other current liabilities | | 719 | | (76 | )(b)(d) | 643 | |
Accrued expenses and other current liabilities - affiliate | | 133 | | — | | 133 | |
Current liabilities - discontinued operations | | — | | 47 | (f) | 47 | |
Total current liabilities | | 3,663 | | (949 | ) | 2,714 | |
Other Liabilities | | | | | | | |
Long-term debt and capital leases | | 14,821 | | (7,196 | )(b)(f)(g) | 7,625 | |
Nuclear decommissioning reserve | | 274 | | — | | 274 | |
Nuclear decommissioning trust liability | | 410 | | — | | 410 | |
Deferred income taxes | | 17 | | — | | 17 | |
Derivative instruments | | 285 | | (37 | )(b) | 248 | |
Out-of-market contracts, net | | 195 | | (11 | )(b) | 184 | |
Non-current liabilities held-for-sale | | 12 | | — | | 12 | |
Other non-current liabilities | | 1,130 | | 27 | (b)(e)(f) | 1,157 | |
Non-current liabilities - discontinued operations | | — | | 505 | (f) | 505 | |
Total non-current liabilities | | 17,144 | | (6,712 | ) | 10,432 | |
Total Liabilities | | 20,807 | | (7,661 | ) | 13,146 | |
Redeemable noncontrolling interest in subsidiaries | | 69 | | (50 | )(b) | 19 | |
| | | | | | | |
Stockholders’ Equity | | | | | | | |
Common stock | | 4 | | — | | 4 | |
Additional paid-in capital | | 8,481 | | — | | 8,481 | |
Accumulated deficit | | (5,920 | ) | (280 | )(b) | (6,200 | ) |
Less treasury stock, at cost — 116,267,484 shares | | (2,871 | ) | — | | (2,871 | ) |
Accumulated other comprehensive (loss)/income | | (60 | ) | 4 | (b) | (56 | ) |
Noncontrolling interest | | 2,437 | | (2,437 | )(b) | — | |
Total Stockholders’ Equity | | 2,071 | | (2,713 | ) | (642 | ) |
Total Liabilities and Stockholders’ Equity | | $ | 22,947 | | $ | (10,424 | ) | $ | 12,523 | |
| | | | | | $ | — | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements
NRG ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2018
| | June 30, 2018 | | | | June 30, 2018 | |
(In millions, except per share amounts) | | As Reported (a) | | Pro Forma Adjustments | | Pro Forma | |
Operating Revenues | | | | | | | |
Total operating revenues | | $ | 5,343 | | $ | (656 | )(b)(d) | $ | 4,687 | |
Operating Costs and Expenses | | | | | | | |
Cost of operations | | 3,609 | | (190 | )(b)(d)(f) | 3,419 | |
Depreciation and amortization | | 462 | | (231 | )(b) | 231 | |
Impairment losses | | 74 | | — | | 74 | |
Selling, general and administrative | | 402 | | (21 | )(b)(d) | 381 | |
Reorganization costs | | 43 | | (3 | )(b) | 40 | |
Development costs | | 29 | | (21 | )(b) | 8 | |
Total operating costs and expenses | | 4,619 | | (466 | ) | 4,153 | |
Gain on sale of assets | | 16 | | — | | 16 | |
Operating Income/(Loss) | | 740 | | (190 | ) | 550 | |
Other Income/(Expense) | | | | | | | |
Equity in earnings of unconsolidated affiliates | | 16 | | (5 | )(b)(d) | 11 | |
Other income/(expense), net | | (23 | ) | 1 | (b) | (22 | ) |
Loss on debt extinguishment, net | | (3 | ) | — | | (3 | ) |
Interest expense | | (369 | ) | 139 | (b)(f) | (230 | ) |
Total other expense | | (379 | ) | 135 | | (244 | ) |
Income before Continuing Operations Before Income Taxes | | 361 | | (55 | ) | 306 | |
Income tax expense | | 7 | | 5 | (b) | 12 | |
Income from Continuing Operations | | 354 | | (60 | ) | 294 | |
Income from discontinued operations, net of income tax | | (25 | ) | 4 | (f) | (21 | ) |
Net Income | | 329 | | (56 | ) | 273 | |
Less: Net income/(loss) attributable to noncontrolling interest and redeemable noncontrolling interests | | (22 | ) | 10 | (b)(d) | (12 | ) |
Net Income Attributable to NRG Energy, Inc. | | 351 | | (66 | ) | 285 | |
Earnings Per Share Attributable to NRG Energy, Inc. Common Stockholders | | | | | | | |
Weighted average number of common shares outstanding — basic | | 314 | | | | 314 | |
Income/(loss) from continuing operations per weighted average common share - basic | | 1.20 | | | | 0.97 | |
Income/(loss) from discontinued operations per weighted average common share - basic | | (0.08 | ) | | | (0.07 | ) |
Earnings per Weighted Average Common Share — Basic | | $ | 1.12 | | | | $ | 0.91 | |
Weighted average number of common shares outstanding — diluted | | 318 | | | | 318 | |
Income/(loss) from continuing operations per weighted average common share - diluted | | 1.18 | | | | 0.96 | |
Income/(loss) from discontinued operations per weighted average common share - diluted | | (0.08 | ) | | | (0.07 | ) |
Earnings per Weighted Average Common Share — Diluted | | $ | 1.10 | | | | $ | 0.90 | |
| | | | | | | | | | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements
NRG ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2017
| | December 31, 2017 | | | | December 31, 2017 | |
(In millions, except per share amounts) | | As Reported (a) | | Pro Forma Adjustments | | Pro Forma | |
Operating Revenues | | | | | | | |
Total operating revenues | | $ | 10,629 | | $ | (1,251 | )(b)(d) | $ | 9,378 | |
Operating Costs and Expenses | | | | | | | |
Cost of operations | | 7,537 | | (403 | )(b)(d) | 7,134 | |
Depreciation and amortization | | 1,056 | | (462 | )(b) | 594 | |
Impairment losses | | 1,707 | | (176 | ) | 1,531 | |
Selling, general and administrative | | 907 | | (68 | )(b)(d) | 839 | |
Reorganization costs | | 44 | | (1 | )(b) | 43 | |
Development costs | | 67 | | (46 | )(b) | 21 | |
Total operating costs and expenses | | 11,318 | | (1,156 | ) | 10,162 | |
Other income - affiliate | | 87 | | — | | 87 | |
Gain on sale of assets | | 16 | | — | | 16 | |
Operating Loss | | (586 | ) | (95 | ) | (681 | ) |
Other Income/(Expense) | | | | | | | |
Equity in earnings of unconsolidated affiliates | | 31 | | (33 | )(b)(d) | (2 | ) |
Impairment losses on investments | | (79 | ) | — | | (79 | ) |
Other income/(expense), net | | 38 | | (4 | )(b) | 34 | |
Loss on debt extinguishment, net | | (53 | ) | 4 | | (49 | ) |
Interest expense | | (890 | ) | 366 | (b) | (524 | ) |
Total other expense | | (953 | ) | 333 | | (620 | ) |
Net Loss before Continuing Operations Before Income Taxes | | (1,539 | ) | 238 | | (1,301 | ) |
Income tax expense | | 8 | | (52 | )(b) | (44 | ) |
Net Loss from Continuing Operations | | (1,547 | ) | 290 | | (1,257 | ) |
Loss from discontinued operations, net of income tax | | (789 | ) | (16 | ) | (805 | ) |
Net Loss | | (2,336 | ) | 274 | | (2,062 | ) |
Less: Net income/(loss) attributable to noncontrolling interest and redeemable noncontrolling interests | | (184 | ) | 174 | (b)(d) | (10 | ) |
Net Income Attributable to NRG Energy, Inc. | | (2,152 | ) | 100 | | (2,052 | ) |
Earnings Per Share Attributable to NRG Energy, Inc. Common Stockholders | | | | | | | |
Weighted average number of common shares outstanding — basic and diluted | | 317 | | | | 317 | |
Income/(loss) from continuing operations per weighted average common share - basic and diluted | | (4.30 | ) | | | (3.93 | ) |
Income/(loss) from discontinued operations per weighted average common share - basic and diluted | | (2.49 | ) | | | (2.54 | ) |
Earnings per Weighted Average Common Share — Basic and Diluted | | $ | (6.79 | ) | | | $ | (6.47 | ) |
| | | | | | | | | | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements
NRG ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2016
| | December 31, 2016 | | | | December 31, 2016 | |
(In millions, except per share amounts) | | As Reported (a) | | Pro Forma Adjustments | | Pro Forma | |
Operating Revenues | | | | | | | |
Total operating revenues | | $ | 10,512 | | $ | (1,122 | )(b)(d) | $ | 9,390 | |
Operating Costs and Expenses | | | | | | | |
Cost of operations | | 7,301 | | (322 | )(b)(d) | 6,979 | |
Depreciation and amortization | | 1,172 | | (359 | )(b) | 813 | |
Impairment losses | | 702 | | (211 | ) | 491 | |
Selling, general and administrative | | 1,095 | | (52 | )(b)(d) | 1,043 | |
Development costs | | 89 | | (41 | )(b) | 48 | |
Total operating costs and expenses | | 10,359 | | (985 | ) | 9,374 | |
Other income - affiliate | | 193 | | — | | 193 | |
Gain on sale of assets | | (80 | ) | — | | (80 | ) |
Operating Income/(Loss) | | 266 | | (137 | ) | 129 | |
Other Income/(Expense) | | | | | | | |
Equity in earnings of unconsolidated affiliates | | 27 | | (44 | )(b)(d) | (17 | ) |
Impairment losses on investments | | (268 | ) | (1 | ) | (269 | ) |
Other income/(expense), net | | 34 | | (4 | )(b) | 30 | |
Loss on debt extinguishment, net | | (142 | ) | — | | (142 | ) |
Interest expense | | (895 | ) | 323 | (b) | (572 | ) |
Total other expense | | (1,244 | ) | 274 | | (970 | ) |
Net Loss before Continuing Operations Before Income Taxes | | (978 | ) | 137 | | (841 | ) |
Income tax expense | | 5 | | 20 | (b) | 25 | |
Net Loss from Continuing Operations | | (983 | ) | 117 | | (866 | ) |
Loss from discontinued operations, net of income tax | | 92 | | — | | 92 | |
Net Income | | (891 | ) | 117 | | (774 | ) |
Less: Net income/(loss) attributable to noncontrolling interest and redeemable noncontrolling interests | | (117 | ) | 165 | (b)(d) | 48 | |
Net Loss Attributable to NRG Energy, Inc. | | (774 | ) | (48 | ) | (822 | ) |
Dividends for preferred shares | | 5 | | | | 5 | |
Gain on redemption of preferred shares | | (78 | ) | | | (78 | ) |
Loss Available to Common Stockholders | | (701 | ) | | | (749 | ) |
| | | | | | | |
Earnings Per Share Attributable to NRG Energy, Inc. Common Stockholders | | | | | | | |
Weighted average number of common shares outstanding — basic and diluted | | 316 | | | | 316 | |
Income/(loss) from continuing operations per weighted average common share - basic and diluted | | (2.51 | ) | | | (2.89 | ) |
Income/(loss) from discontinued operations per weighted average common share - basic and diluted | | 0.29 | | | | 0.29 | |
Earnings per Weighted Average Common Share — Basic and Diluted | | $ | (2.22 | ) | | | $ | (2.60 | ) |
| | | | | | | | | | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements
NRG ENERGY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2015
| | December 31, 2015 | | | | December 31, 2015 | |
(In millions, except per share amounts) | | As Reported (a) | | Pro Forma Adjustments | | Pro Forma | |
Operating Revenues | | | | | | | |
Total operating revenues | | $ | 12,328 | | $ | (1,019 | )(b)(d) | $ | 11,309 | |
Operating Costs and Expenses | | | | | | | |
Cost of operations | | 9,000 | | (347 | )(b)(d) | 8,653 | |
Depreciation and amortization | | 1,351 | | (346 | )(b) | 1,005 | |
Impairment losses | | 4,860 | | (38 | ) | 4,822 | |
Selling, general and administrative | | 1,228 | | (38 | )(b)(d) | 1,190 | |
Reorganization costs | | — | | — | (b) | — | |
Development costs | | 154 | | (65 | )(b) | 89 | |
Total operating costs and expenses | | 16,593 | | (834 | ) | 15,759 | |
Other income - affiliate | | 193 | | — | | 193 | |
Gain on postretirement benefits curtailment | | 21 | | — | | 21 | |
Operating Loss | | (4,051 | ) | (185 | ) | (4,236 | ) |
Other Income/(Expense) | | | | | | | |
Equity in earnings of unconsolidated affiliates | | 36 | | (28 | )(b)(d) | 8 | |
Impairment losses on investments | | (56 | ) | — | | (56 | ) |
Other income/(expense), net | | 26 | | (4 | )(b) | 22 | |
Loss on sale of equity method investment | | (14 | ) | — | | (14 | ) |
Gain on debt extinguishment, net | | 10 | | 9 | | 19 | |
Interest expense | | (937 | ) | 285 | (b) | (652 | ) |
Total other expense | | (935 | ) | 262 | | (673 | ) |
Net Loss before Continuing Operations Before Income Taxes | | (4,986 | ) | 77 | | (4,909 | ) |
Income tax expense | | 1,345 | | 6 | (b) | 1,351 | |
Loss from Continuing Operations | | (6,331 | ) | 71 | | (6,260 | ) |
Loss from discontinued operations, net of income tax | | (105 | ) | — | | (105 | ) |
Net Loss | | (6,436 | ) | 71 | | (6,365 | ) |
Less: Net loss attributable to noncontrolling interest and redeemable noncontrolling interests | | (54 | ) | 21 | (b)(d) | (33 | ) |
Net Loss Attributable to NRG Energy, Inc. | | (6,382 | ) | 50 | | (6,332 | ) |
Dividends for preferred shares | | 20 | | | | 20 | |
Loss Available to Common Stockholders | | (6,402 | ) | | | (6,352 | ) |
| | | | | | | |
Earnings Per Share Attributable to NRG Energy, Inc. Common Stockholders | | | | | | | |
Weighted average number of common shares outstanding — basic and diluted | | 329 | | | | 329 | |
Income/(loss) from continuing operations per weighted average common share - basic and diluted | | (19.14 | ) | | | (18.93 | ) |
Income/(loss) from discontinued operations per weighted average common share - basic and diluted | | (0.32 | ) | | | (0.32 | ) |
Earnings per Weighted Average Common Share — Basic and Diluted | | $ | (19.46 | ) | | | $ | (19.25 | ) |
| | | | | | | | | | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements
NRG ENERGY, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(a) Amounts represent historical financial information from NRG’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 or from NRG’s Annual Report on Form 10-K for the years ended December 31, 2017, 2016 and 2015.
(b) Amounts represent the assets, liabilities and operating results associated with the Company, including its interests in NRG Yield, Inc., as well as the assets, liabilities and operating results associated with AC Solar Holdings LLC, which was deconsolidated upon the sale of the Company. Upon deconsolidation, NRG’s interest in AC Solar Holdings LLC is accounted for as an equity method investment measured at fair value as of August 31, 2018, and its results are reflected as equity earnings of unconsolidated affiliates.
(c) Reflects the cash proceeds from the Zephyr Transaction of $1.348 billion transferred on August 31, 2018.
(d) Adjustments relate to intercompany transactions and balances between NRG and subsidiaries of the Company, which as a result of the deconsolidation, would no longer be eliminated in consolidation. These adjustments primarily reflect certain accounts receivable — affiliate and accounts payable — affiliate balances that will be retained by NRG.
(e) Adjustments relate to balances retained by NRG, as well as contingent liabilities assumed, in accordance with the purchase and sale agreement between NRG and GIP.
(f) Adjustments represent the assets, liabilities and operating results of Carlsbad which is treated as a discontinued operation in connection with the Zephyr Transaction.
(g) Balance includes debt discounts and deferred finance costs of $191 million.
