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þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2010 | ||
or | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware | 76-0655566 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
1000 Main Street, Houston, Texas (Address of Principal Executive Offices) | 77002 (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, par value $0.001 per share, and associated rights to purchase Series A Preferred Stock | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
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PART I | ||||||||
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PART II | ||||||||
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101 | ||||||||
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PART III | ||||||||
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PART IV | ||||||||
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EX-10.1.48 | ||||||||
EX-10.1.49 | ||||||||
EX-10.1.50 | ||||||||
EX-10.1.51 | ||||||||
EX-10.1.52 | ||||||||
EX-10.2.80 | ||||||||
EX-10.2.81 | ||||||||
EX-10.2.82 | ||||||||
EX-10.2.83 | ||||||||
EX-10.2.84 | ||||||||
EX-10.2.85 | ||||||||
EX-10.2.86 | ||||||||
EX-10.2.87 | ||||||||
EX-10.2.88 | ||||||||
EX-10.2.89 | ||||||||
EX-21.1 | ||||||||
EX-23.1 | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
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AB 32 | California’s Global Warming Solutions Act. | |
ancillary services | Services that ensure reliability and support the transmission of electricity from generation sites to customer loads. Such services include regulation service, reserves and voltage support. | |
Bankruptcy Court | United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division. | |
baseload generating units | Units designed to satisfy minimum baseload requirements of the system and produce electricity at an essentially constant rate and run continuously. | |
CAIR | Clean Air Interstate Rule. | |
CAISO | California Independent System Operator. | |
CAMR | Clean Air Mercury Rule. | |
capacity | Energy that could have been generated at continuous full-power operation during the period. | |
CARB | California Air Resources Board. | |
CenterPoint | CenterPoint Energy, Inc. and its subsidiaries, on and after August 31, 2002, and Reliant Energy, Incorporated and its subsidiaries, prior to August 31, 2002. | |
CERCLA | Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980. | |
CFTC | Commodity Futures Trading Commission. | |
Clean Air Act | Federal Clean Air Act. | |
Clean Water Act | Federal Water Pollution Control Act. | |
Climate Protection Act | Massachusetts’ Global Warming Solutions Act. | |
CO2 | Carbon dioxide. | |
Company | GenOn Energy, Inc. (formerly known as RRI Energy, Inc.) and, except where the context indicates otherwise, its subsidiaries, after giving effect to the Merger. | |
D.C. Circuit | The United States Court of Appeals for the District of Columbia Circuit. | |
Dodd-Frank Act | The Dodd-Frank Wall Street Reform and Consumer Protection Act. | |
EBITDA | Earnings before interest, taxes, depreciation and amortization. | |
EPA | United States Environmental Protection Agency. | |
EPC | Engineering, procurement and construction. | |
EPS | Earnings per share. | |
Exchange Act | Securities Exchange Act of 1934, as amended. | |
Exchange Ratio | Right of Mirant Corporation stockholders to receive 2.835 shares of common stock of RRI Energy, Inc. in the Merger. | |
FASB | Financial Accounting Standards Board. |
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(Continued)
FCM | Forward Capacity Market administered by ISO-NE to procure capacity resources to meet forecasted demand and reserve requirements. | |
FERC | Federal Energy Regulatory Commission. | |
FRCC | Florida Reliability Coordinating Council. | |
GAAP | United States generally accepted accounting principles. | |
GenOn | GenOn Energy, Inc. (formerly known as RRI Energy, Inc.) and, except where the context indicates otherwise, its subsidiaries, after giving effect to the Merger. | |
GenOn Americas | GenOn Americas, Inc. (formerly known as Mirant Americas, Inc.). | |
GenOn Americas Generation | GenOn Americas Generation, LLC (formerly known as Mirant Americas Generation, LLC). | |
GenOn Bowline | GenOn Bowline, LLC (formerly known as Mirant Bowline, LLC). | |
GenOn California North | GenOn California North, LLC (formerly known as Mirant California, LLC). | |
GenOn Canal | GenOn Canal, LLC (formerly known as Mirant Canal, LLC). | |
GenOn Chalk Point | GenOn Chalk Point, LLC (formerly known as Mirant Chalk Point, LLC). | |
GenOn Delta | GenOn Delta, LLC (formerly known as Mirant Delta, LLC). | |
GenOn Energy Holdings | GenOn Energy Holdings, Inc. (formerly known as Mirant Corporation) and, except where the context indicates otherwise, its subsidiaries. | |
GenOn Energy Management | GenOn Energy Management, LLC (formerly known as Mirant Energy Trading, LLC). | |
GenOn Escrow | GenOn Escrow Corp. | |
GenOn Kendall | GenOn Kendall, LLC (formerly known as Mirant Kendall, LLC). | |
GenOn Lovett | GenOn Lovett, LLC, owner of the former Lovett generating facility, which was shut down on April 19, 2008, and has been demolished (formerly known as Mirant Lovett, LLC). | |
GenOn Marsh Landing | GenOn Marsh Landing, LLC (formerly known as Mirant Marsh Landing, LLC). | |
GenOn MD Ash Management | GenOn MD Ash Management, LLC (formerly known as Mirant MD Ash Management, LLC). | |
GenOn Mid-Atlantic | GenOn Mid-Atlantic, LLC (formerly known as Mirant Mid-Atlantic, LLC) and, except where the context indicates otherwise, its subsidiaries. | |
GenOn North America | GenOn North America, LLC (formerly known as Mirant North America, LLC). |
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(Continued)
GenOn Potomac River | GenOn Potomac River, LLC (formerly known as Mirant Potomac River, LLC). | |
GenOn Potrero | GenOn Potrero, LLC (formerly known as Mirant Potrero, LLC). | |
HAP | Hazardous Air Pollutant. | |
Hudson Valley Gas | Hudson Valley Gas Corporation. | |
IBEW | International Brotherhood of Electrical Workers. | |
intermediate generating units | Units designed to satisfy system requirements that are greater than baseload and less than peaking. | |
IRC | Internal Revenue Code of 1986, as amended. | |
ISO | Independent system operator. | |
ISO-NE | Independent System Operator-New England. | |
LIBOR | London InterBank Offered Rate. | |
LTSA | Long-term service agreement. | |
MACT | Maximum achievable control technology. | |
MADEP | Massachusetts’ Department of Environmental Protection. | |
MAEEA | Massachusetts’ Executive Office of Energy and Environmental Affairs. | |
Maryland Act | Greenhouse Gas Reduction Act of 2009. | |
MC Asset Recovery | MC Asset Recovery, LLC. | |
MDE | Maryland Department of the Environment. | |
Merger | The merger completed on December 3, 2010 pursuant to the Merger Agreement. | |
Merger Agreement | The agreement by and among Mirant Corporation, RRI Energy, Inc. and RRI Energy Holdings, Inc. dated as of April 11, 2010. | |
Mirant | GenOn Energy Holdings, Inc. (formerly known as Mirant Corporation) and, except where the context indicates otherwise, its subsidiaries. | |
MISO | Midwest Independent Transmission System Operator. | |
MW | Megawatt. | |
MWh | Megawatt hour. | |
NAAQS | National ambient air quality standard. | |
NERC | North American Electric Reliability Council. | |
net capacity factor | Actual net production of electricity as a percentage of net generating capacity to produce electricity. | |
net generating capacity | Net summer capacity. | |
NOL | Net operating loss. |
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(Continued)
NOV | Notice of violation. | |
NOx | Nitrogen oxides. | |
NPCC | Northeast Power Coordinating Council. | |
NPDES | National pollutant discharge elimination system. | |
NYISO | New York Independent System Operator. | |
NYMEX | New York Mercantile Exchange. | |
NYSE | New York Stock Exchange. | |
OTC | Over-the-counter. | |
Ozone Season | The period between May 1 and September 30 of each year. | |
PADEP | Pennsylvania Department of Environmental Protection. | |
peaking generating units | Units designed to satisfy demand requirements during the periods of greatest or peak load on the system. | |
PEDFA | Pennsylvania Economic Development Financing Authority. | |
Pepco | Potomac Electric Power Company. | |
PG&E | Pacific Gas & Electric Company. | |
PJM | PJM Interconnection, LLC. | |
Plan | The plan of reorganization that was approved in conjunction with Mirant Corporation’s emergence from bankruptcy protection on January 3, 2006. | |
PPA | Power purchase agreement. | |
PUHCA | Public Utility Holding Company Act of 2005. | |
REMA | GenOn REMA, LLC and its subsidiaries (formerly known as RRI Energy Mid-Atlantic Power Holdings, LLC). | |
reserve margin | Excess capacity over peak demand. | |
RFC | Reliability First Corporation. | |
RGGI | Regional Greenhouse Gas Initiative. | |
RMR | Reliability-must-run. | |
RPM | Model utilized by PJM to meet load serving entities’ forecasted capacity obligations through a forward-looking commitment of capacity resources. | |
RRI Energy | RRI Energy, Inc., which changed its name to GenOn Energy, Inc. in connection with the Merger. | |
RTO | Regional Transmission Organization. | |
SCR | Selective catalytic reduction emissions controls. | |
scrubbers | Flue gas desulfurization emissions controls. | |
SEC | United States Securities and Exchange Commission. |
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(Continued)
Securities Act | Securities Act of 1933, as amended. | |
SEMA | Southeastern Massachusetts zone within ISO-NE. | |
SERC | SERC Reliability Corporation. | |
Series A Warrants | Warrants issued by Mirant on January 3, 2006, with an exercise price of $21.87 and expiration date of January 3, 2011. | |
Series B Warrants | Warrants issued by Mirant on January 3, 2006, with an exercise price of $20.54 and expiration date of January 3, 2011. | |
SO2 | Sulfur dioxide. | |
spark spread | The difference between the price received for electricity generated compared to the market price of the natural gas required to produce the electricity. | |
SWD | Surface water discharge. | |
Transport Rule | The EPA’s Proposed Federal Implementation Plan To Reduce Interstate Transport of Fine Particulate Matter and Ozone, which would replace the CAIR. | |
UWUA | Utility Workers Union of America. | |
VaR | Value at risk. | |
VIE | Variable interest entity. | |
Virginia DEQ | Virginia Department of Environmental Quality. | |
WCI | Western Climate Initiative. | |
WECC | Western Electric Coordinating Council. | |
Wrightsville | Wrightsville, Arkansas power generating facility, which was sold by Mirant in the third quarter of 2005. |
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• | our ability to integrate successfully the businesses following the Merger or realize cost savings and any other synergies as a result of the Merger; | |
• | our ability to enter into intermediate and long-term contracts to sell power or to hedge economically our expected future generation of power, and to obtain adequate supply and delivery of fuel for our generating facilities, at our required specifications and on terms and prices acceptable to us; | |
• | failure to obtain adequate fuel supply, including from curtailments of the transportation of natural gas; | |
• | changes in market conditions, including developments in the supply, demand, volume and pricing of electricity and other commodities in the energy markets, including efforts to reduce demand for electricity and to encourage the development of renewable sources of electricity, and the extent and timing of the entry of additional competition in our markets; | |
• | deterioration in the financial condition of our counterparties and the failure of such parties to pay amounts owed to us or to perform obligations or services due to us beyond collateral posted; | |
• | the failure of our generating facilities to perform as expected, including outages for unscheduled maintenance or repair; | |
• | hazards customary to the power generation industry and the possibility that we may not have adequate insurance to cover losses resulting from such hazards or the inability of our insurers to provide agreed upon coverage; | |
• | our failure to utilize new, or advancements in, power generation technologies; | |
• | strikes, union activity or labor unrest; | |
• | our ability to develop or recruit capable leaders and our ability to retain or replace the services of key employees; | |
• | weather and other natural phenomena, including hurricanes and earthquakes; | |
• | the cost and availability of emissions allowances; | |
• | the curtailment of operations and reduced prices for electricity resulting from transmission constraints; | |
• | our ability to execute our business plan in California, including entering into new tolling arrangements for our existing generating facilities; | |
• | our ability to execute our development plan in respect of our Marsh Landing generating facility, including obtaining and maintaining the governmental authorization necessary for construction and operation of the generating facility and completing the construction of the generating facility by mid-2013; | |
• | our relative lack of geographic diversification of revenue sources resulting in concentrated exposure to the PJM market; |
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• | the potential of additional limitation or loss of our income tax NOLs as a result of an ownership change as defined in IRC Section 382; | |
• | war, terrorist activities, cyberterrorism and inadequate cybersecurity, or the occurrence of a catastrophic loss; | |
• | our failure to provide a safe working environment for our employees and visitors thereby increasing our exposure to additional liability, loss of productive time, other costs and a damaged reputation; | |
• | poor economic and financial market conditions, including impacts on financial institutions and other current and potential counterparties, and negative impacts on liquidity in the power and fuel markets in which we hedge economically and transact; | |
• | increased credit standards, margin requirements, market volatility or other market conditions that could increase our obligations to post collateral beyond amounts that are expected, including additional collateral costs associated with OTC hedging activities as a result of new or proposed laws, rules and regulations governing derivative financial instruments (such as the Dodd-Frank Act and related pending rulemaking proceedings); | |
• | our inability to access effectively the OTC and exchange-based commodity markets or changes in commodity market conditions and liquidity, including as a result of new or proposed laws, rules and regulations governing derivative financial instruments (such as the Dodd-Frank Act and related regulations), which may affect our ability to engage in asset management, proprietary trading and fuel oil management activities as expected, or may result in material gains or losses from open positions; | |
• | volatility in our gross margin as a result of our accounting for derivative financial instruments used in our asset management, proprietary trading and fuel oil management activities and volatility in our cash flow from operations resulting from working capital requirements, including collateral, to support our asset management, proprietary trading and fuel oil management activities; | |
• | legislative and regulatory initiatives regarding deregulation, regulation or restructuring of the industry of generating, transmitting and distributing electricity (the electricity industry); changes in state, federal and other regulations affecting the electricity industry (including rate and other regulations); changes in tax laws and regulations to which we and our subsidiaries are subject; and changes in, or changes in the application of, environmental and other laws and regulations to which we and our subsidiaries and affiliates are or could become subject; | |
• | more stringent environmental laws and regulations (including the cumulative effect of many such regulations) and the disposition of environmental litigation that restrict our ability or render it uneconomic to operate our assets, including regulations and litigation related to air emissions; | |
• | increased regulation that limits our access to adequate water supplies and landfill options needed to support power generation or that increases the costs of cooling water and handling, transporting and disposing of ash and other byproducts; | |
• | price mitigation strategies employed by ISOs or RTOs that reduce our revenue and may result in a failure to compensate our generating units adequately for all of their costs; | |
• | legal and political challenges to or changes in the rules used to calculate payments for capacity, energy and ancillary services or the establishment of bifurcated markets, incentives or other market design changes that give preferential treatment to new generating facilities over exiting generating facilities; | |
• | the disposition of pending or threatened litigation, including environmental litigation; | |
• | the inability of our operating subsidiaries to generate sufficient cash to support our operations; | |
• | the ability of lenders under our revolving credit facility to perform their obligations; | |
• | our consolidated indebtedness and the possibility that we or our subsidiaries may incur additional indebtedness in the future; |
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• | restrictions on the ability of our subsidiaries to pay dividends, make distributions or otherwise transfer funds to us, including restrictions on GenOn Mid-Atlantic and REMA contained in their respective operating lease documents, which may affect our ability to access the cash flows of those subsidiaries to make debt service and other payments; | |
• | our failure to comply with provisions of our operating leases, loan agreements and debt may lead to a breach and, if not remedied, result in an event of default thereunder, which could result in such lessors, lenders and debt holders exercising remedies, limit access to needed liquidity and damage our reputation and relationships with financial institutions; | |
• | covenants contained in our credit facilities, debt and leases that restrict our current and future operations, particularly our ability to respond to changes or take certain actions that may be in our long-term best interests; and | |
• | our ability to borrow additional funds and access capital markets. |
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Item 1. | Business. |
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Business Segments | Revenues | Gross Margin(1) | Operating Income (Loss) | |||||||||||||||||||||
(dollars in millions) | ||||||||||||||||||||||||
Eastern PJM | $ | 1,710 | (2) | 75 | % | $ | 1,012 | 77 | % | $ | (775 | ) | 239 | % | ||||||||||
Western PJM/MISO | 118 | (2) | 5 | % | 43 | 3 | % | (11 | ) | 3 | % | |||||||||||||
California | 149 | 7 | % | 126 | 10 | % | 17 | (5 | )% | |||||||||||||||
Energy Marketing | 54 | 2 | % | 26 | 2 | % | 16 | (5 | )% | |||||||||||||||
Other Operations | 239 | 11 | % | 100 | 8 | % | (187 | ) | 58 | % | ||||||||||||||
Eliminations | — | — | % | — | — | % | 616 | (190 | )% | |||||||||||||||
Total | $ | 2,270 | 100 | % | $ | 1,307 | 100 | % | $ | (324 | ) | 100 | % | |||||||||||
(1) | Gross margin excludes depreciation and amortization. | |
(2) | For 2010, we recorded $1.5 billion in revenues from a single counterparty (PJM) which represented 64% of our consolidated revenues. The revenues generated from this counterparty are included in our Eastern PJM, Western PJM/MISO and Energy Marketing segments. |
Net | ||||||||||||||
Generating | Primary | |||||||||||||
Capacity | Fuel | Dispatch | NERC | |||||||||||
Facility | (MW)(1) | Holding | Type | Type | Location | Region | ||||||||
Chalk Point | 2,401 | Own | Coal/Dual/Oil | Baseload/Intermediate/Peaking | Maryland | RFC | ||||||||
Dickerson | 844 | Own/Lease(2) | Coal/Dual/Oil | Baseload/Peaking | Maryland | RFC | ||||||||
Gilbert | 536 | Own | Dual | Intermediate/Peaking | New Jersey | RFC | ||||||||
Glen Gardner | 160 | Own | Dual | Peaking | New Jersey | RFC | ||||||||
Morgantown | 1,477 | Own/Lease(2) | Coal/Oil | Baseload/Peaking | Maryland | RFC | ||||||||
Potomac River | 482 | Own | Coal | Baseload/Intermediate | Virginia | RFC | ||||||||
Sayreville | 224 | Own | Dual | Peaking | New Jersey | RFC | ||||||||
Werner | 212 | Own | Oil | Peaking | New Jersey | RFC | ||||||||
Total Eastern PJM | 6,336 | |||||||||||||
(1) | Total MW amounts reflect net summer capacity. | |
(2) | We lease a 100% interest in the Dickerson and Morgantown baseload units through facility lease agreements expiring in 2029 and 2034, respectively. We own 307 MW and 248 MW of peaking capacity at the Dickerson and Morgantown generating facilities, respectively. |
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Net | ||||||||||||||
Generating | Primary | |||||||||||||
Capacity | Fuel | NERC | ||||||||||||
Facility | (MW)(1) | Holding | Type | Dispatch Type | Location | Region | ||||||||
Aurora | 878 | Own | Natural gas | Peaking | Illinois | RFC | ||||||||
Avon Lake | 753 | Own | Coal/Oil | Baseload/Peaking | Ohio | RFC | ||||||||
Blossburg | 19 | Own | Natural gas | Peaking | Pennsylvania | RFC | ||||||||
Brunot Island | 289 | Own | Natural gas/Oil | Intermediate/Peaking | Pennsylvania | RFC | ||||||||
Cheswick | 565 | Own | Coal | Baseload | Pennsylvania | RFC | ||||||||
Conemaugh | 281 | Lease(2) | Coal/Oil | Baseload/Peaking | Pennsylvania | RFC | ||||||||
Elrama | 460 | Own | Coal | Baseload | Pennsylvania | RFC | ||||||||
Hamilton | 20 | Own | Oil | Peaking | Pennsylvania | RFC | ||||||||
Hunterstown | 60 | Own | Dual | Peaking | Pennsylvania | RFC | ||||||||
Hunterstown CCGT | 810 | Own | Natural gas | Intermediate | Pennsylvania | RFC | ||||||||
Keystone | 284 | Lease(2) | Coal/Oil | Baseload/Peaking | Pennsylvania | RFC | ||||||||
Mountain | 40 | Own | Dual | Peaking | Pennsylvania | RFC |
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Net | ||||||||||||||
Generating | Primary | |||||||||||||
Capacity | Fuel | NERC | ||||||||||||
Facility | (MW)(1) | Holding | Type | Dispatch Type | Location | Region | ||||||||
New Castle | 330 | Own | Coal/Oil | Baseload/Peaking | Pennsylvania | RFC | ||||||||
Niles | 242 | Own | Coal/Oil | Baseload/Peaking | Ohio | RFC | ||||||||
Orrtanna | 20 | Own | Oil | Peaking | Pennsylvania | RFC | ||||||||
Portland | 570 | Own | Coal/Dual | Baseload/Intermediate/Peaking | Pennsylvania | RFC | ||||||||
Seward | 525 | Own | Coal | Baseload | Pennsylvania | RFC | ||||||||
Shawnee | 20 | Own | Oil | Peaking | Pennsylvania | RFC | ||||||||
Shawville | 603 | Lease(2) | Coal/Oil | Baseload/Peaking | Pennsylvania | RFC | ||||||||
Shelby | 344 | Own | Natural gas | Peaking | Illinois | SERC | ||||||||
Titus | 274 | Own | Coal/Dual | Baseload/Peaking | Pennsylvania | RFC | ||||||||
Tolna | 39 | Own | Oil | Peaking | Pennsylvania | RFC | ||||||||
Warren | 57 | Own | Dual | Peaking | Pennsylvania | RFC | ||||||||
Total Western PJM/MISO | 7,483 | |||||||||||||
(1) | Total MW amounts reflect net summer capacity. | |
(2) | We lease 100%, 16.67% and 16.45% interests in three Pennsylvania facilities, Shawville, Keystone and Conemaugh, respectively, through facility lease agreements expiring in 2026, 2034 and 2034, respectively. We operate the Shawville, Keystone and Conemaugh facilities. The table includes our net share of the capacity of these facilities. |
Net | ||||||||||||||
Generating | Primary | |||||||||||||
Capacity | Fuel | NERC | ||||||||||||
Facility | (MW)(1) | Holding | Type | Dispatch Type | Location | Region | ||||||||
Contra Costa | 674 | Own | Natural gas | Intermediate | California | WECC | ||||||||
Coolwater | 608 | Own | Natural gas | Intermediate | California | WECC | ||||||||
Ellwood | 54 | Own | Natural gas | Peaking | California | WECC | ||||||||
Etiwanda | 640 | Own | Natural gas | Intermediate | California | WECC | ||||||||
Mandalay | 560 | Own | Natural gas | Intermediate/Peaking | California | WECC | ||||||||
Ormond Beach | 1,516 | Own | Natural gas | Intermediate | California | WECC | ||||||||
Pittsburg | 1,311 | Own | Natural gas | Intermediate | California | WECC | ||||||||
Potrero(2) | 362 | Own | Natural gas/Oil | Intermediate/Peaking | California | WECC | ||||||||
Total California | 5,363 | (2) | ||||||||||||
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(1) | Total MW amounts reflect net summer capacity. | |
(2) | We shut down the Potrero facility on February 28, 2011. The total net generating capacity for the California segment per the table excludes Potrero. See below for further discussion. |
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Net | ||||||||||||||
Generating | Primary | |||||||||||||
Capacity | Fuel | NERC | ||||||||||||
Facility | (MW)(1) | Holding | Type | Dispatch Type | Location | Region | ||||||||
Bowline | 1,139 | Own | Dual | Intermediate | New York | NPCC | ||||||||
Canal | 1,126 | Own | Dual/Oil | Intermediate | Massachusetts | NPCC | ||||||||
Choctaw | 800 | Own | Natural gas | Baseload | Mississippi | SERC | ||||||||
Indian River(2) | 586 | Own | Dual | Intermediate | Florida | FRCC | ||||||||
Kendall | 256 | Own | Natural gas/Oil/Dual | Baseload/Peaking | Massachusetts | NPCC | ||||||||
Martha’s Vineyard | 14 | Own | Oil | Peaking | Massachusetts | NPCC | ||||||||
Osceola | 450 | Own | Dual | Peaking | Florida | FRCC | ||||||||
Sabine(3) | 54 | Own | Natural gas | Baseload | Texas | SERC | ||||||||
Vandolah | 630 | Lease(4) | Dual | Peaking | Florida | FRCC | ||||||||
Total Other Operations | 5,055 | |||||||||||||
(1) | Total MW amounts reflect net summer capacity. | |
(2) | The Indian River generating facility was mothballed in January 2010, other than during the third quarter of 2010 when one unit operated under a PPA. | |
(3) | We own a 50% equity interest in the Sabine facility located in east Texas having a net generating capacity of 108 MW. An unaffiliated party owns the other 50% and an affiliated party to the other owner operates the facility. The table includes our net share of the capacity of this facility. | |
(4) | We are party to a tolling agreement that expires in May 2012 and entitles us to purchase and dispatch 100% of this facility’s electric generating capacity. The tolling agreement is treated as an operating lease for accounting purposes. |
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• | Reliability of our future cash flows. Our large coal generating fleet is exposed to the relationship between the cost of production and the price of the power produced. This relationship, commonly referred to as the “dark spread,” fluctuates with the cost of coal and the price of power. We hedge economically a substantial portion of our Eastern PJM coal-fired baseload generation and certain of our other generation. We hedge our output at varying levels several years in advance because the price of electricity is volatile. In addition, we enter into contracts to hedge economically our future needs of coal, which is our primary fuel. |
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• | Locational advantages. Many of our generating facilities are located in or near metropolitan areas, including Boston, New York City, Pittsburgh, San Francisco, Southern California/Los Angeles and Washington, D.C. The supply-demand balance in some of these markets is forecasted to become constrained, though at a slower rate than forecasted before the economic downturn, and increasingly dependent on power imported from other regions to sustain reliability. Although transmission projects are planned in these markets to bring capacity from neighboring regions, the timing of these projects is subject to delays and uncertainty. | |
• | Room to expand at our existing sites. We have sufficient room and infrastructure at many of our existing sites to increase significantly our generating capacity when market rules and conditions warrant. In addition to reduced costs for developing new generation at existing sites because of our ownership of the land and our ownership ofand/or access to infrastructure, regulators frequently prefer that new generation be added at existing sites (brownfield development) rather than at new sites (greenfield development). We continue to consider these and other investment opportunities. |
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Number of | Contract | |||||||||
Employees | Expiration | |||||||||
Union | Location | Covered | Date | |||||||
Eastern PJM Region | ||||||||||
IBEW Local 327 | New Jersey | 17 | 10/31/2011 | |||||||
IBEW Local 1900(1) | Maryland and Virginia | 489 | 6/1/2015 | |||||||
Western PJM/MISO Region | ||||||||||
IBEW Local 29 | Pennsylvania | 135 | 9/30/2014 | |||||||
IBEW Local 459 | Pennsylvania | 536 | 5/14/2014 | |||||||
IBEW Local 777 | Pennsylvania | 130 | 4/30/2012 | |||||||
UWUA Local 140 | Pennsylvania | 24 | 10/31/2013 | |||||||
UWUA Local 270 | Avon Lake, Ohio | 52 | 4/30/2013 | |||||||
UWUA Local 270 | Niles, Ohio | 31 | 3/31/2014 | |||||||
California | ||||||||||
IBEW Local 47 | California | 23 | 3/31/2013 | |||||||
IBEW Local 1245(2) | California | 112 | 10/31/2013 | |||||||
Other Operations | ||||||||||
IBEW Local 66 | Texas | 12 | 12/31/2015 | |||||||
IBEW Local 503(3) | New York | 30 | 4/30/2013 | |||||||
UWUA Local 369 | Cambridge, Massachusetts | 30 | 2/28/2013 | |||||||
UWUA Local 369(4) | Sandwich, Massachusetts | 26 | 5/31/2011 | |||||||
Total | 1,647 | |||||||||
(1) | During the second quarter of 2010, we entered into a new collective bargaining agreement with employees represented by IBEW Local 1900. The previous collective bargaining agreement expired on June 1, 2010. As part of the new agreement, we are required to provide additional retirement contributions through the defined contribution plan, increases in pay and other benefits. In addition, the new agreement provides for a change to the postretirement healthcare benefit plan covering Mid-Atlantic union employees to eliminate employer-provided healthcare subsidies through a gradual phase-out. | |
(2) | As a result of the shut down of the Potrero generating facility, we will be downsizing the bargaining unit workforce consistent with an agreement negotiated with Local 1245. | |
(3) | In August 2010, we entered into a new collective bargaining agreement with employees represented by IBEW Local 503. The previous collective bargaining agreement expired on June 1, 2008. After reaching impasse in negotiations with the union, we imposed terms effective January 28, 2009, under which the employees worked without disruption. The new agreement is substantially the same as the imposed contract. | |
(4) | In June 2009, the UWUA Local 480 representing the employees at the Canal generating facility in Sandwich, Massachusetts, merged with the UWUA Local 369. The UWUA Local 369 also represents our employees at the Kendall generating facility in a separate bargaining unit and each facility is covered by its own collective bargaining agreement. |
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• | Our corporate governance guidelines and standing board committee charters; | |
• | Our annual reports onForm 10-K, quarterly reports onForm 10-Q, current reports onForm 8-K and amendments to these reports; and | |
• | Our code of ethics and business conduct. |
Item 1A. | Risk Factors. |
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• | the failure of market regulators to develop and maintain efficient mechanisms to compensate merchant generators for the value of providing capacity needed to meet demand; | |
• | actions by regulators, ISOs, RTOs and other bodies that may artificially modify supply and demand levels and prevent capacity and energy prices from rising to the level necessary for recovery of our costs, our investment and an adequate return on our investment; | |
• | legal and political challenges to or changes in the rules used to calculate capacity payments in the markets in which we operate or the establishment of bifurcated markets, incentives, other market design changes or bidding requirements that give preferential treatment to new generating facilities over existing generating facilities or otherwise reduce capacity payments to existing generating facilities; | |
• | the ability of wholesale purchasers of power to make timely payment for energy or capacity, which may be adversely affected by factors such as retail rate caps, refusals by regulators to allow utilities to recover fully their wholesale power costs and investments through rates, catastrophic losses and losses from investments by utilities in unregulated businesses; | |
• | increases in prevailing market prices for fuel oil, coal, natural gas and emissions allowances that may not be reflected in prices we receive for sales of energy; | |
• | increases in electricity supply as a result of actions of our current competitors or new market entrants, including the development of new generating facilities or alternative energy sources that may be able to produce electricity less expensively than our generating facilities and improvements in transmission that allow additional supply to reach our markets; | |
• | increases in credit standards, margin requirements, market volatility or other market conditions that could increase our obligations to post collateral beyond amounts that are expected, including additional collateral costs associated with OTC hedging activities as a result of OTC regulations adopted pursuant to the Dodd-Frank Act; | |
• | decreases in energy consumption resulting from demand-side management programs such as automated demand response, which may alter the amount and timing of consumer energy use; | |
• | the competitive advantages of certain competitors, including continued operation of older power facilities in strategic locations after recovery of historic capital costs from ratepayers; | |
• | existing or future regulation of our markets by the FERC, ISOs and RTOs, including any price limitations and other mechanisms to address some of the price volatility or illiquidity in these markets or the physical stability of the system; | |
• | regulatory policies of state agencies that affect the willingness of our customers to enter into long-term contracts generally, and contracts for capacity in particular; | |
• | changes in the rate of growth in electricity usage as a result of such factors as national and regional economic conditions and implementation of conservation programs; | |
• | seasonal variations in energy and natural gas prices, and capacity payments; and | |
• | seasonal fluctuations in weather, in particular abnormal weather conditions. |
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• | the output and efficiency levels at which those generating facilities perform; | |
• | interruptions in fuel supply and quality of available fuel; | |
• | disruptions in the delivery of electricity; | |
• | adverse zoning; | |
• | breakdowns or equipment failures (whether a result of age or otherwise); | |
• | violations of our permit requirements or changes in the terms of, or revocation of, permits; | |
• | releases of pollutants and hazardous substances to air, soil, surface water or groundwater; | |
• | ability to transport and dispose of coal ash at reasonable prices; | |
• | curtailments or other interruptions in natural gas supply; | |
• | shortages of equipment or spare parts; | |
• | labor disputes, including strikes, work stoppages and slowdowns; | |
• | the aging workforce at certain of our facilities; | |
• | operator errors; | |
• | curtailment of operations because of transmission constraints; |
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• | failures in the electricity transmission system which may cause large energy blackouts; | |
• | implementation of unproven technologies in connection with environmental improvements; and | |
• | catastrophic events such as fires, explosions, floods, earthquakes, hurricanes or other similar occurrences. |
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• | they may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; | |
• | a substantial portion of our cash flows from operations must be dedicated to the payment of rent and principal and interest on our indebtedness and will not be available for other purposes, including our working capital, capital expenditures, acquisitions and other general corporate purposes; | |
• | the debt service requirements of our indebtedness could make it difficult for us to satisfy or refinance our financial obligations; | |
• | certain of our borrowings, including borrowings under our senior secured credit facility, are at variable rates of interest, exposing us to the risk of increased interest rates; | |
• | they may limit our flexibility in planning for and reacting to changes in our industry; | |
• | they may place us at a competitive disadvantage compared to other, less leveraged competitors; | |
• | our new credit facilities contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest; and | |
• | we may be more vulnerable in a downturn in general economic conditions or in our business and we may be unable to carry out capital expenditures that are important to our long-term growth or necessary to comply with environmental regulations. |
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• | incur additional indebtedness; | |
• | pay dividends or make other distributions or repurchase or redeem capital stock; | |
• | prepay, redeem or repurchase certain debt; | |
• | make loans and investments; | |
• | sell assets; | |
• | incur liens; | |
• | enter into transactions with affiliates; | |
• | enter into sale-leaseback transactions; and | |
• | consolidate, merge or sell all or substantially all of our assets. |
Item 1B. | Unresolved Staff Comments. |
Item 2. | Properties. |
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Item 3. | Legal Proceedings. |
Item 4. | Removed and Reserved by the SEC. |
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Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Market Price | ||||||||
High | Low | |||||||
2010: | ||||||||
First Quarter | $ | 6.21 | $ | 3.57 | ||||
Second Quarter | $ | 4.91 | $ | 3.50 | ||||
Third Quarter | $ | 4.30 | $ | 3.35 | ||||
Fourth Quarter | $ | 4.04 | $ | 3.46 | ||||
2009: | ||||||||
First Quarter | $ | 7.38 | $ | 2.03 | ||||
Second Quarter | $ | 6.23 | $ | 3.03 | ||||
Third Quarter | $ | 7.64 | $ | 4.44 | ||||
Fourth Quarter | $ | 7.21 | $ | 4.76 |
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Indexed Returns | ||||||||||||||||||||||||
Company Name/Index | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | ||||||||||||||||||
GenOn | 100.00 | 137.69 | 254.26 | 56.01 | 55.43 | 35.93 | ||||||||||||||||||
S&P 500 | 100.00 | 115.79 | 122.16 | 76.96 | 97.33 | 111.99 | ||||||||||||||||||
2009 Peer Group(1) | 100.00 | 130.50 | 180.12 | 94.65 | 96.59 | 89.12 | ||||||||||||||||||
2010 Peer Group(2) | 100.00 | 128.35 | 181.41 | 83.82 | 90.67 | 83.41 | ||||||||||||||||||
(1) | The 2009 Peer Group consists of Allegheny Energy, Inc. (AYE), PPL Corporation (PPL), Calpine Corporation (CPN), Dynegy Inc. (DYN), Mirant Corporation (MIR) and NRG Energy, Inc. (NRG). | |
(2) | The 2010 Peer Group consists of Allegheny Energy, Inc. (AYE), PPL Corporation (PPL), Calpine Corporation (CPN), Dynegy Inc. (DYN), Mirant Corporation (MIR), NRG Energy, Inc. (NRG) and Constellation Energy Group, Inc. (CEG). |
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Item 6. | Selected Financial Data. |
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(in millions, except per share data) | ||||||||||||||||||||
Statements of Operations Data: | ||||||||||||||||||||
Operating revenues | $ | 2,270 | $ | 2,309 | $ | 3,188 | $ | 2,019 | $ | 3,087 | ||||||||||
Income (loss) from continuing operations | (50 | ) | 494 | 1,215 | 433 | 1,752 | ||||||||||||||
Net income (loss) | (50 | ) | 494 | 1,265 | 1,995 | 1,864 | ||||||||||||||
Basic EPS per common share from continuing operations | $ | (0.11 | ) | $ | 1.20 | $ | 2.31 | $ | 0.61 | $ | 2.17 | |||||||||
Diluted EPS per common share from continuing operations | $ | (0.11 | ) | $ | 1.20 | $ | 2.15 | $ | 0.55 | $ | 2.08 |
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(In millions) | ||||||||||||||||||||
Unrealized gains (losses) included in operating revenues | $ | 45 | $ | (2 | ) | $ | 840 | $ | (564 | ) | $ | 757 | ||||||||
Unrealized (gains) losses included in cost of fuel, electricity and other products | 87 | (49 | ) | 54 | (28 | ) | 102 | |||||||||||||
Total | $ | (42 | ) | $ | 47 | $ | 786 | $ | (536 | ) | $ | 655 | ||||||||
• | $565 million of impairment losses related to our Dickerson and Potomac River generating facilities. See note 5(c) to our consolidated financial statements for further information on these impairments. | |
• | $518 million gain on bargain purchase, $114 million of merger-related costs and $24 million related to the accelerated vesting of Mirant’s stock-based compensation as a result of the Merger. See notes 2 and 3 to our consolidated financial statements for further information on the Merger and restructuring charges; and | |
• | $9 million in write-off of unamortized debt issuance costs. See note 6 to our consolidated financial statements for further information on the debt transactions. |
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• | $221 million of impairment losses related to our Potomac River generating facility and intangible assets related to our Potrero and Contra Costa generating facilities. See note 5(c) to our consolidated financial statements for further information on these impairments. |
• | $175 million impairment loss related to our Lovett generating facility; | |
• | $379 million gain related to the settlement of litigation with Pepco; and | |
• | $2.0 billion gain on sale of our Philippine business, $63 million gain on sale of our Caribbean business and $38 million gain on sale of certain U.S. generating facilities, all recorded in discontinued operations. |
• | $120 million impairment loss related to suspended construction at our Bowline generating facility; and | |
• | $244 million gain from a New York property tax settlement. |
December 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Total assets | $ | 15,274 | $ | 9,528 | $ | 10,688 | $ | 10,538 | $ | 12,845 | ||||||||||
Current portion of long-term debt | 2,058 | 75 | 46 | 142 | 142 | |||||||||||||||
Long-term debt, net of current portion | 4,023 | 2,556 | 2,630 | 2,953 | 3,133 | |||||||||||||||
Liabilities subject to compromise | — | — | — | — | 18 | |||||||||||||||
Stockholders’ equity | 5,630 | 4,315 | 3,762 | 5,310 | 4,443 |
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Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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2011(1) | 2012 | 2013 | 2014 | 2015 | ||||||||||||||||
Power | 72 | % | 33 | % | 14 | % | 13 | % | — | % | ||||||||||
Fuel | 87 | % | 38 | % | 27 | % | 7 | % | 7 | % |
(1) | Percentages represent the period from February through December 2011. |
• | the risks of consolidation of financial institutions and more restrictive capital constraints and regulation, which could have a negative effect on our ability to hedge economically with creditworthy counterparties; and | |
• | the risks of implementation of the Dodd-Frank Act on our ability to hedge economically our generation, including potentially reducing liquidity in the energy and commodity markets and, if we are required to clear such transactions on exchanges or meet other requirements, by significantly increasing the collateral costs associated with such activities. |
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2011 | 2012 | |||||||
(in millions) | ||||||||
Maryland Healthy Air Act | $ | 155 | $ | — | ||||
Other environmental | 39 | 46 | ||||||
Maintenance | 111 | 79 | ||||||
Marsh Landing generating facility | 218 | 292 | ||||||
Other construction | 52 | 4 | ||||||
Other | 17 | 11 | ||||||
Total | $ | 592 | $ | 432 | ||||
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Increase/ | ||||||||||||
2010 | 2009 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Realized gross margin | $ | 1,349 | $ | 1,552 | $ | (203 | ) | |||||
Unrealized gross margin | (42 | ) | 47 | (89 | ) | |||||||
Total gross margin (excluding depreciation and amortization) | 1,307 | 1,599 | (292 | ) | ||||||||
Operating expenses: | ||||||||||||
Operations and maintenance | 846 | 609 | 237 | |||||||||
Depreciation and amortization | 224 | 149 | 75 | |||||||||
Impairment losses | 565 | 221 | 344 | |||||||||
Gain on sales of assets, net | (4 | ) | (22 | ) | 18 | |||||||
Total operating expenses, net | 1,631 | 957 | 674 | |||||||||
Operating income (loss) | (324 | ) | 642 | (966 | ) | |||||||
Other expense (income), net: | ||||||||||||
Gain on bargain purchase | (518 | ) | — | (518 | ) | |||||||
Interest expense, net | 253 | 135 | 118 | |||||||||
Equity in income of affiliates | — | 1 | (1 | ) | ||||||||
Other, net | (7 | ) | — | (7 | ) | |||||||
Total other expense (income), net | (272 | ) | 136 | (408 | ) | |||||||
Income (loss) before income taxes | (52 | ) | 506 | (558 | ) | |||||||
Provision (benefit) for income taxes | (2 | ) | 12 | (14 | ) | |||||||
Net income (loss) | $ | (50 | ) | $ | 494 | $ | (544 | ) | ||||
• | a decrease of $336 million in realized value of hedges. In 2010 and 2009, realized value of hedges was $293 million and $629 million, respectively, which reflects the amount by which the settlement value of power contracts exceeded market prices for power, offset in part by the amount by which contract prices for fuel exceeded market prices for fuel; partially offset by | |
• | an increase of $113 million in energy, primarily as a result of an increase in energy in Eastern PJM because of an increase in the average settlement price for power, a decrease in the cost of emissions allowances, higher generation volumes and the addition of the Western PJM/MISO segment in 2010, offset in part by a decrease in realized gross margin from proprietary trading and fuel oil management activities in Energy Marketing and an increase in the average price of fuel; and | |
• | an increase of $20 million in contracted and capacity primarily as a result of the addition of the Western PJM/MISO segment in 2010 as a result of the Merger, an increase in ancillary services revenue and additional megawatts of capacity sold in Eastern PJM, offset in part by a decrease in capacity prices in Eastern PJM. |
• | unrealized losses of $42 million in 2010, which included $389 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period, |
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substantially offset by a $347 million net increase in the value of hedge and proprietary trading contracts for future periods. The increase in value was primarily related to decreases in forward power and natural gas prices offset in part by the recognition of many of our coal agreements at fair value beginning in the second quarter of 2010; and |
• | unrealized gains of $47 million in 2009, which included a $686 million net increase in the value of hedge and trading contracts for future periods primarily related to decreases in forward power and natural gas prices, substantially offset by $639 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period. |
• | an increase of $344 million in impairment losses. In 2010, we recognized $565 million in impairment losses related to our Dickerson and Potomac River generating facilities. In 2009, we recognized $221 million in impairment losses related to our Potomac River generating facility and intangible assets related to our Potrero and Contra Costa generating facilities. See note 5(c) to our consolidated financial statements for additional information related to our impairment reviews; | |
• | an increase of $237 million in operations and maintenance expense primarily related to the following: |
• | an increase of $114 million in merger-related costs incurred in 2010, which included $67 million of advisory and legal costs and $35 million related to severance; | |
• | an increase of $62 million related to the MC Asset Recovery settlement with Southern Company in 2009, comprised of a $52 million reduction in operations and maintenance expense for the reimbursement of funds provided to MC Asset Recovery and costs incurred related to MC Asset Recovery not previously reimbursed, and a $10 million reversal of accruals for future funding to MC Asset Recovery. See note 18 to our consolidated financial statements for additional information related to the settlement between MC Asset Recovery and Southern Company; | |
• | an increase of $45 million related to the addition of the Western PJM/MISO segment as a result of the Merger; | |
• | an increase of $32 million related to the recognition of a liability associated with our commitment to reduce particulate emissions at our Potomac River generating facility as a part of the agreement with the City of Alexandria, Virginia because the planned capital investment would not be recovered in future periods based on the current projected cash flows for the Potomac River generating facility and the full impairment of the facility in 2010. See note 5(c) to our consolidated financial statements for additional information related to our impairment reviews; | |
• | an increase of $29 million primarily as a result of an increase in costs related to the operation of the scrubbers at our Maryland generating facilities and the Montgomery County, Maryland CO2 levy imposed on our Dickerson generating facility beginning in May 2010, offset in part by a decrease in planned maintenance costs in 2010 compared to 2009; and | |
• | an increase of $24 million related to the accelerated vesting of Mirant’s stock-based compensation as a result of the Merger; partially offset by | |
• | a decrease of $37 million as a result of a curtailment gain recorded during the second quarter of 2010 resulting from an amendment to our postretirement healthcare benefits plan covering Eastern PJM union employees. See note 8 to our consolidated financial statements for additional information related to the postretirement healthcare benefit curtailment; | |
• | a decrease of $20 million primarily related to lower property taxes because of a lower assessed value for the Lovett generating facility which was demolished in 2009 and a decrease in shutdown costs associated with this generating facility; and |
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• | a decrease of $12 million related to severance and stock-based compensation costs not related to the Merger primarily as a result of the departure of certain executives in 2009; |
• | an increase of $75 million in depreciation and amortization expense primarily as a result of the scrubbers at our Maryland generating facilities that were placed in service in December 2009 and the addition of the long-lived assets acquired in the Merger; and | |
• | a decrease of $18 million in gain on sales of assets primarily related to emissions allowances sold to third parties in 2009. |
• | current dark spreads (the difference between the price received for electricity generated compared to the market price of the coal required to produce the electricity) have decreased significantly in recent years as a result of natural gas prices that are lower compared to historical levels and increased coal prices that are affected by international demand; | |
• | uncertainty related to the nature and timing of environmental regulation, including carbon legislation; and | |
• | certain generating facilities owned by RRI Energy prior to the Merger being located in markets experiencing lower demand for electricity as a result of economic conditions but forecasted to have long-term declining reserve margins. |
• | $66 million increase primarily resulting from higher interest expense as a result of lower capitalized interest because of the scrubbers at our Maryland generating facilities that were placed in service in December 2009; and | |
• | $47 million increase related to interest incurred on our senior notes and credit facilities and interest expense on debt assumed in the Merger. |
• | $14 million of other income, recognized in accordance with accounting guidance, relating to the reimbursement of pre-merger interest paid by RRI Energy on GenOn’s debt in accordance with the pre-merger escrow arrangements; partially offset by | |
• | $9 million of other expense relating to the write-off of unamortized debt issuance costs related to the GenOn North America senior secured term loan that was repaid in 2010. |
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2010 | 2009 | |||||||
(in millions) | ||||||||
Net Income (loss) | $ | (50 | ) | $ | 494 | |||
Impairment losses | 565 | 221 | ||||||
Merger-related costs | 114 | — | ||||||
Unrealized (gains) losses | 42 | (47 | ) | |||||
Potomac River settlement obligation | 32 | — | ||||||
Mirant’s accelerated vesting of stock-based compensation | 24 | — | ||||||
Loss on early extinguishment of debt | 9 | — | ||||||
Lower of cost or market inventory adjustments, net | (4 | ) | (31 | ) | ||||
Reimbursement of pre-merger expenses from RRI Energy | (14 | ) | — | |||||
Post-retirement benefit curtailment gain | (37 | ) | — | |||||
Gain on bargain purchase | (518 | ) | — | |||||
Bankruptcy charges and legal contingencies | — | (62 | ) | |||||
Severance and bonus plan for dispositions | — | 13 | ||||||
Lovett shut down costs | — | 5 | ||||||
Other | — | 1 | ||||||
Adjusted income from continuing operations | 163 | 594 | ||||||
Depreciation and amortization | 224 | 149 | ||||||
Interest expense, net | 253 | 135 | ||||||
Provision (benefit) for income tax | (2 | ) | 12 | |||||
Adjusted EBITDA | $ | 638 | $ | 890 | ||||
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2010 | ||||||||||||||||||||||||||||
Eastern | Western | Energy | Other | |||||||||||||||||||||||||
PJM | PJM/MISO | California | Marketing | Operations | Eliminations | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Energy | $ | 384 | $ | 33 | $ | — | $ | 34 | $ | 19 | $ | — | $ | 470 | ||||||||||||||
Contracted and capacity | 341 | 32 | 126 | — | 87 | — | 586 | |||||||||||||||||||||
Realized value of hedges | 280 | — | — | — | 13 | — | 293 | |||||||||||||||||||||
Total realized gross margin | 1,005 | 65 | 126 | 34 | 119 | — | 1,349 | |||||||||||||||||||||
Unrealized gross margin | 7 | (22 | ) | — | (8 | ) | (19 | ) | — | (42 | ) | |||||||||||||||||
Total gross margin(1) | $ | 1,012 | $ | 43 | $ | 126 | $ | 26 | $ | 100 | $ | — | $ | 1,307 | ||||||||||||||
2009 | ||||||||||||||||||||||||||||
Eastern | Western | Energy | Other | |||||||||||||||||||||||||
PJM | PJM/MISO | California | Marketing | Operations | Eliminations | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Energy | $ | 170 | $ | — | $ | — | $ | 167 | $ | 23 | $ | (3 | ) | $ | 357 | |||||||||||||
Contracted and capacity | 351 | — | 122 | — | 93 | — | 566 | |||||||||||||||||||||
Realized value of hedges | 586 | — | — | — | 43 | — | 629 | |||||||||||||||||||||
Total realized gross margin | 1,107 | — | 122 | 167 | 159 | (3 | ) | 1,552 | ||||||||||||||||||||
Unrealized gross margin | 144 | — | — | (113 | ) | 16 | — | 47 | ||||||||||||||||||||
Total gross margin(1) | $ | 1,251 | $ | — | $ | 122 | $ | 54 | $ | 175 | $ | (3 | ) | $ | 1,599 | |||||||||||||
(1) | Gross margin excludes depreciation and amortization. |
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Increase/ | ||||||||||||
2010 | 2009 | (Decrease) | ||||||||||
Eastern PJM | 33 | % | 30 | % | 3 | % | ||||||
Western PJM/MISO | 36 | % | N/A | N/A | ||||||||
California | 2 | % | 5 | % | (3 | )% | ||||||
Energy Marketing | N/A | N/A | N/A | |||||||||
Other Operations | 8 | % | 10 | % | (2 | )% | ||||||
Total | 20 | % | 19 | % | 1 | % |
Increase/ | Increase/ | |||||||||||||||
2010 | 2009 | (Decrease) | (Decrease) | |||||||||||||
(in gigawatt hours) | ||||||||||||||||
Eastern PJM: | ||||||||||||||||
Baseload | 14,271 | 13,500 | 771 | 6 | % | |||||||||||
Intermediate | 1,120 | 363 | 757 | 209 | % | |||||||||||
Peaking | 219 | 92 | 127 | 138 | % | |||||||||||
Total Eastern PJM | 15,610 | 13,955 | 1,655 | 12 | % | |||||||||||
Western PJM/MISO: | ||||||||||||||||
Baseload | 1,743 | — | 1,743 | N/A | ||||||||||||
Intermediate | 375 | — | 375 | N/A | ||||||||||||
Peaking | 2 | — | 2 | N/A | ||||||||||||
Total Western PJM/MISO | 2,120 | — | 2,120 | N/A | ||||||||||||
California: | ||||||||||||||||
Intermediate | 530 | 1,050 | (520 | ) | (50 | )% | ||||||||||
Peaking(1) | (1 | ) | 4 | (5 | ) | (125 | )% | |||||||||
Total California | 529 | 1,054 | (525 | ) | (50 | )% | ||||||||||
Other Operations: | ||||||||||||||||
Baseload | 1,485 | 1,425 | 60 | 4 | % | |||||||||||
Intermediate | 395 | 673 | (278 | ) | (41 | )% | ||||||||||
Peaking | 22 | 3 | 19 | 633 | % | |||||||||||
Total Other Operations | 1,902 | 2,101 | (199 | ) | (9 | )% | ||||||||||
Total | 20,161 | 17,110 | 3,051 | 18 | % | |||||||||||
(1) | Negative amounts denote net energy used by the generating facility. |
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Increase/ | ||||||||||||
2010 | 2009 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Gross Margin: | ||||||||||||
Energy | $ | 384 | $ | 170 | $ | 214 | ||||||
Contracted and capacity | 341 | 351 | (10 | ) | ||||||||
Realized value of hedges | 280 | 586 | (306 | ) | ||||||||
Total realized gross margin | 1,005 | 1,107 | (102 | ) | ||||||||
Unrealized gross margin | 7 | 144 | (137 | ) | ||||||||
Total gross margin (excluding depreciation and amortization) | 1,012 | 1,251 | (239 | ) | ||||||||
Operating Expenses: | ||||||||||||
Operations and maintenance | 495 | 434 | 61 | |||||||||
Depreciation and amortization | 142 | 98 | 44 | |||||||||
Impairment losses | 1,153 | 385 | 768 | |||||||||
Gain on sales of assets, net | (3 | ) | (14 | ) | 11 | |||||||
Total operating expenses, net | 1,787 | 903 | 884 | |||||||||
Operating income (loss) | $ | (775 | ) | $ | 348 | $ | (1,123 | ) | ||||
• | a decrease of $306 million in realized value of hedges. In 2010 and 2009, realized value of hedges was $280 million and $586 million, respectively, which reflects the amount by which the settlement value of power contracts exceeded market prices for power, partially offset by the amount by which contract prices for coal exceeded market prices for coal; and | |
• | a decrease of $10 million in contracted and capacity primarily related to lower average capacity prices, offset in part by an increase in ancillary services revenue and additional megawatts of capacity sold in 2010; partially offset by | |
• | an increase of $214 million in energy, primarily as a result of an increase in the average settlement price for power, a decrease in the cost of emissions allowances, and higher generation volumes, offset in part by an increase in the average price of fuel. |
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• | unrealized gains of $7 million in 2010, which included a $326 million net increase in the value of hedge contracts for future periods primarily related to decreases in forward power and natural gas prices, offset in part by the recognition of many of our coal agreements at fair value beginning in the second quarter of 2010. The increase in value was substantially offset by $319 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period; and | |
• | unrealized gains of $144 million in 2009, which included a $633 million net increase in the value of hedge contracts for future periods primarily related to decreases in forward power and natural gas prices, partially offset by $489 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period. |
• | an increase of $768 million in impairment losses. In 2010, we recognized $1.2 billion in impairment losses, including $616 million related to the write-off of goodwill recorded at our GenOn Mid-Atlantic registrant on its standalone balance sheet and $537 million related to our Dickerson and Potomac River generating facilities. In 2009, we recognized $385 million in impairment losses, including $202 million related to our Potomac River generating facility and $183 million related to goodwill recorded at our GenOn Mid-Atlantic registrant on its standalone balance sheet. The goodwill impairment loss and related goodwill balance are eliminated upon consolidation at GenOn North America. See note 5(c) to our consolidated financial statements for additional information related to our impairment reviews; | |
• | an increase of $44 million in depreciation and amortization expense primarily as a result of the scrubbers at our Maryland generating facilities that were placed in service in December 2009, offset in part by a decrease in the carrying value of the Potomac River generating facility as a result of the impairment charge taken in the fourth quarter of 2009; | |
• | an increase of $32 million related to the recognition of a liability associated with our commitment to reduce particulate emissions at our Potomac River generating facility as part of the agreement with the City of Alexandria, Virginia because the planned capital investment would not be recovered in future periods based on the current projected cash flows for the Potomac River generating facility and the full impairment of the facility in 2010. See note 5(c) to our consolidated financial statements for additional information related to our impairment reviews; | |
• | an increase of $29 million in operations and maintenance expense primarily as a result of an increase in costs related to the operation of the scrubbers at our Maryland generating facilities and the Montgomery County, Maryland CO2 levy imposed on our Dickerson generating facility beginning in May 2010, offset in part by a decrease in planned maintenance costs in 2010 compared to 2009; and | |
• | a decrease of $11 million in gain on sales of assets primarily related to emissions allowances sold to third parties in 2009. |
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Increase/ | ||||||||||||
2010 | 2009 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Gross Margin: | ||||||||||||
Energy | $ | 33 | $ | — | $ | 33 | ||||||
Contracted and capacity | 32 | — | 32 | |||||||||
Realized value of hedges | — | — | — | |||||||||
Total realized gross margin | 65 | — | 65 | |||||||||
Unrealized gross margin | (22 | ) | — | (22 | ) | |||||||
Total gross margin (excluding depreciation and amortization) | 43 | — | 43 | |||||||||
Operating Expenses: | ||||||||||||
Operations and maintenance | 45 | — | 45 | |||||||||
Depreciation and amortization | 9 | — | 9 | |||||||||
Total operating expenses, net | 54 | — | 54 | |||||||||
Operating loss | $ | (11 | ) | $ | — | $ | (11 | ) | ||||
Increase/ | ||||||||||||
2010 | 2009 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Gross Margin: | ||||||||||||
Energy | $ | — | $ | — | $ | — | ||||||
Contracted and capacity | 126 | 122 | 4 | |||||||||
Realized value of hedges | — | — | — | |||||||||
Total realized gross margin | 126 | 122 | 4 | |||||||||
Unrealized gross margin | — | — | — | |||||||||
Total gross margin (excluding depreciation and amortization) | 126 | 122 | 4 | |||||||||
Operating Expenses: | ||||||||||||
Operations and maintenance | 78 | 78 | — | |||||||||
Depreciation and amortization | 31 | 22 | 9 | |||||||||
Impairment losses | — | 14 | (14 | ) | ||||||||
Gain on sales of assets, net | — | — | — | |||||||||
Total operating expenses, net | 109 | 114 | (5 | ) | ||||||||
Operating income | $ | 17 | $ | 8 | $ | 9 | ||||||
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• | a decrease of $14 million of impairment losses related to our Potrero and Contra Costa generating facilities during 2009. See note 5(c) to our consolidated financial statements for additional information related to our impairments; partially offset by | |
• | an increase of $9 million in depreciation expense as a result of a decrease in the useful life of our Potrero generating facility because of the settlement with the City and County of San Francisco executed in the third quarter of 2009. See note 19 to our consolidated financial statements for additional information on the GenOn Potrero settlement with the City and County of San Francisco. |
Increase/ | ||||||||||||
2010 | 2009 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Gross Margin: | ||||||||||||
Energy | $ | 34 | $ | 167 | $ | (133 | ) | |||||
Contracted and capacity | — | — | — | |||||||||
Realized value of hedges | — | — | — | |||||||||
Total realized gross margin | 34 | 167 | (133 | ) | ||||||||
Unrealized gross margin | (8 | ) | (113 | ) | 105 | |||||||
Total gross margin (excluding depreciation and amortization) | 26 | 54 | (28 | ) | ||||||||
Operating Expenses: | ||||||||||||
Operations and maintenance | 9 | 11 | (2 | ) | ||||||||
Depreciation and amortization | 1 | 1 | — | |||||||||
Total operating expenses, net | 10 | 12 | (2 | ) | ||||||||
Operating income | $ | 16 | $ | 42 | $ | (26 | ) | |||||
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• | unrealized losses of $8 million in 2010, which included $50 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period, substantially offset by a $42 million net increase in the value of contracts for future periods; and | |
• | unrealized losses of $113 million in 2009, which included $101 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period and a $12 million net decrease in the value of contracts for future periods. |
Increase/ | ||||||||||||
2010 | 2009 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Gross Margin: | ||||||||||||
Energy | $ | 19 | $ | 23 | $ | (4 | ) | |||||
Contracted and capacity | 87 | 93 | (6 | ) | ||||||||
Realized value of hedges | 13 | 43 | (30 | ) | ||||||||
Total realized gross margin | 119 | 159 | (40 | ) | ||||||||
Unrealized gross margin | (19 | ) | 16 | (35 | ) | |||||||
Total gross margin (excluding depreciation and amortization) | 100 | 175 | (75 | ) | ||||||||
Operating Expenses: | ||||||||||||
Operations and maintenance | 219 | 86 | 133 | |||||||||
Depreciation and amortization | 41 | 28 | 13 | |||||||||
Impairment losses | 28 | 5 | 23 | |||||||||
Gain on sales of assets, net | (1 | ) | (4 | ) | 3 | |||||||
Total operating expenses, net | 287 | 115 | 172 | |||||||||
Operating income (loss) | $ | (187 | ) | $ | 60 | $ | (247 | ) | ||||
• | a decrease of $30 million in realized value of hedges. In 2010 and 2009, realized value of hedges was $13 million and $43 million, respectively, which reflects the amount by which the settlement value of power contracts exceeded market prices for power, partially offset by the amount by which contract prices for fuel exceeded market prices for fuel; | |
• | a decrease of $6 million in contracted and capacity primarily related to decreases in capacity prices and megawatts of capacity sold; and | |
• | a decrease of $4 million in energy primarily as a result of a decrease in generation volumes from our oil-fired intermediate units at our Canal generating facility as a result of transmission upgrades in 2009, a decrease in the average settlement price for power and unplanned outages in 2010, offset in part by an increase in generation volumes at our Bowline generating facility. |
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• | unrealized losses of $19 million in 2010 as a result of the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period; and | |
• | unrealized gains of $16 million in 2009, which included a $65 million net increase in the value of hedge contracts for future periods primarily related to decreases in forward power and fuel prices, partially offset by $49 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period. |
• | an increase of $133 million in operations and maintenance expense primarily related to the following: |
• | an increase of $114 million in merger-related costs incurred in 2010, which includes $67 million of advisory and legal costs and $35 million related to severance; | |
• | an increase of $62 million related to the MC Asset Recovery settlement with Southern Company in 2009, comprised of a $52 million reduction in operations and maintenance expense for the reimbursement of funds provided to MC Asset Recovery and costs incurred related to MC Asset Recovery not previously reimbursed, and a $10 million reversal of accruals for future funding to MC Asset Recovery. See note 18 to our consolidated financial statements for additional information related to the settlement between MC Asset Recovery and Southern Company; and | |
• | an increase of $24 million related to the accelerated vesting of Mirant’s stock-based compensation as a result of the Merger; partially offset by | |
• | a decrease of $37 million primarily as a result of a curtailment gain resulting from an amendment to our postretirement healthcare benefits plan covering certain of our Eastern PJM union employees. See note 8 to our consolidated financial statements for additional information related to the postretirement healthcare benefit curtailment; | |
• | a decrease of $20 million primarily related to lower property taxes because of a lower assessed value for the Lovett generating facility which was demolished in 2009 and a decrease in shutdown costs associated with this generating facility; and | |
• | a decrease of $12 million related to severance and stock-based compensation costs not related to the Merger primarily as a result of the departure of certain executives in 2009. |
• | an increase of $23 million in impairment losses. In 2010, we recognized $28 million in impairment losses for capitalized interest recorded at GenOn North America related to the Dickerson and Potomac River generating facilities. In 2009, we recognized $5 million in impairment losses for capitalized interest recorded at GenOn North America related to the Potomac River generating facility; | |
• | an increase of $13 million in depreciation and amortization expense primarily as a result of the depreciation of interest capitalized at GenOn North America related to the scrubbers at our Maryland generating facilities that were placed in service in December 2009 and revisions to the useful lives of our assets as a result of a depreciation study completed in the first quarter of 2010; and | |
• | a decrease of $3 million in gain on sales of assets primarily related to emissions allowances sold to third parties in 2009. |
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Increase/ | ||||||||||||
2009 | 2008 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Realized gross margin | $ | 1,552 | $ | 1,343 | $ | 209 | ||||||
Unrealized gross margin | 47 | 786 | (739 | ) | ||||||||
Total gross margin (excluding depreciation and amortization) | 1,599 | 2,129 | (530 | ) | ||||||||
Operating expenses: | ||||||||||||
Operations and maintenance | 609 | 667 | (58 | ) | ||||||||
Depreciation and amortization | 149 | 144 | 5 | |||||||||
Impairment losses | 221 | — | 221 | |||||||||
Gain on sales of assets, net | (22 | ) | (39 | ) | 17 | |||||||
Total operating expenses, net | 957 | 772 | 185 | |||||||||
Operating income | 642 | 1,357 | (715 | ) | ||||||||
Other expense, net: | ||||||||||||
Interest expense, net | 135 | 119 | 16 | |||||||||
Equity in income of affiliates | 1 | 16 | (15 | ) | ||||||||
Other, net | — | 5 | (5 | ) | ||||||||
Total other expense, net | 136 | 140 | (4 | ) | ||||||||
Income from continuing operations before income taxes | 506 | 1,217 | (711 | ) | ||||||||
Provision for income taxes | 12 | 2 | 10 | |||||||||
Income from continuing operations | 494 | 1,215 | (721 | ) | ||||||||
Income from discontinued operations | — | 50 | (50 | ) | ||||||||
Net income | $ | 494 | $ | 1,265 | $ | (771 | ) | |||||
• | an increase of $422 million in realized value of hedges. In 2009, realized value of hedges was $629 million, which reflects the amount by which the settlement value of power contracts exceeded market prices for power, partially offset by the amount by which contract prices for fuel exceeded market prices for fuel. In 2008, realized value of hedges was $207 million, which reflects the amount by which market prices for fuel exceeded contract prices for fuel, partially offset by the amount by which market prices for power exceeded the settlement value of power contracts; and | |
• | an increase of $13 million in contracted and capacity primarily related to higher capacity prices in 2009; partially offset by | |
• | a decrease of $226 million in energy, primarily as a result of a decrease in power prices, an increase in the cost of emissions allowances, including $45 million to comply with the RGGI in 2009, and lower generation volumes. The lower generation volumes were a result of lower demand and decreases in natural gas prices, which at times made it uneconomic for certain of our coal-fired units to generate. The decreases in energy gross margin were partially offset by a decrease in the price of fuel. |
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• | unrealized gains of $47 million in 2009, which included a $686 million net increase in the value of hedge and trading contracts for future periods primarily related to decreases in forward power and natural gas prices, partially offset by $639 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period; and | |
• | unrealized gains of $786 million in 2008, which included a $460 million net increase in the value of hedge contracts for future periods primarily related to decreases in forward power and natural gas prices and $326 million associated with the reversal of previously recognized unrealized losses from power and fuel contracts that settled during the period. |
• | an increase of $221 million of impairment losses related to our Potomac River generating facility and intangible assets related to our Potrero and Contra Costa generating facilities during 2009. See note 5(c) to our consolidated financial statements for additional information related to our impairments; and | |
• | a decrease of $17 million in gain on sales of assets, net in 2009; partially offset by | |
• | a decrease of $58 million in operations and maintenance expense. The MC Asset Recovery settlement with Southern Company resulted in a $62 million reduction in operations and maintenance expense for 2009. See note 19 to our consolidated financial statements for additional information related to the settlement between MC Asset Recovery and Southern Company. Excluding the settlement, operations and maintenance expense increased $4 million. |
2009 | 2008 | |||||||
(in millions) | ||||||||
Net Income | $ | 494 | $ | 1,265 | ||||
Income from discontinued operations | — | 50 | ||||||
Income from continuing operations | 494 | 1,215 | ||||||
Impairment losses | 221 | — | ||||||
Severance and bonus plan for dispositions | 13 | 14 | ||||||
Lovett shut down costs | 5 | 12 | ||||||
Lower of cost or market inventory adjustments, net | (31 | ) | 54 | |||||
Unrealized gains | (47 | ) | (786 | ) | ||||
Bankruptcy charges and legal contingencies | (62 | ) | — | |||||
Loss on early extinguishment of debt | — | 3 | ||||||
Other | 1 | 5 | ||||||
Adjusted income from continuing operations | 594 | 517 | ||||||
Depreciation and amortization | 149 | 144 | ||||||
Interest expense, net | 135 | 119 | ||||||
Provision for income tax | 12 | 2 | ||||||
Adjusted EBITDA | $ | 890 | $ | 782 | ||||
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2009 | ||||||||||||||||||||||||
Energy | Other | |||||||||||||||||||||||
Eastern PJM | California | Marketing | Operations | Eliminations | Total | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Energy | $ | 170 | $ | — | $ | 167 | $ | 23 | $ | (3 | ) | $ | 357 | |||||||||||
Contracted and capacity | 351 | 122 | — | 93 | — | 566 | ||||||||||||||||||
Realized value of hedges | 586 | — | — | 43 | — | 629 | ||||||||||||||||||
Total realized gross margin | 1,107 | 122 | 167 | 159 | (3 | ) | 1,552 | |||||||||||||||||
Unrealized gross margin | 144 | — | (113 | ) | 16 | — | 47 | |||||||||||||||||
Total gross margin(1) | $ | 1,251 | $ | 122 | $ | 54 | $ | 175 | $ | (3 | ) | $ | 1,599 | |||||||||||
2008 | ||||||||||||||||||||||||
Energy | Other | |||||||||||||||||||||||
Eastern PJM | California | Marketing | Operations | Eliminations | Total | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Energy | $ | 517 | $ | 4 | $ | (17 | ) | $ | 73 | $ | 6 | $ | 583 | |||||||||||
Contracted and capacity | 340 | 123 | — | 90 | — | 553 | ||||||||||||||||||
Realized value of hedges | 181 | — | — | 26 | — | 207 | ||||||||||||||||||
Total realized gross margin | 1,038 | 127 | (17 | ) | 189 | 6 | 1,343 | |||||||||||||||||
Unrealized gross margin | 676 | — | 120 | (10 | ) | — | 786 | |||||||||||||||||
Total gross margin(1) | $ | 1,714 | $ | 127 | $ | 103 | $ | 179 | $ | 6 | $ | 2,129 | ||||||||||||
(1) | Gross margin excludes depreciation and amortization. |
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Increase/ | ||||||||||||
2009 | 2008 | (Decrease) | ||||||||||
Eastern PJM | 30 | % | 33 | % | (3 | )% | ||||||
California | 5 | % | 4 | % | 1 | % | ||||||
Energy Marketing | N/A | N/A | N/A | |||||||||
Other Operations | 10 | % | 13 | % | (3 | )% | ||||||
Total | 19 | % | 21 | % | (2 | )% |
Increase/ | Increase/ | |||||||||||||||
2009 | 2008 | (Decrease) | (Decrease) | |||||||||||||
(in gigawatt hours) | ||||||||||||||||
Eastern PJM: | ||||||||||||||||
Baseload | 13,500 | 14,350 | (850 | ) | (6 | )% | ||||||||||
Intermediate | 363 | 489 | (126 | ) | (26 | )% | ||||||||||
Peaking | 92 | 160 | (68 | ) | (43 | )% | ||||||||||
Total Eastern PJM | 13,955 | 14,999 | (1,044 | ) | (7 | )% | ||||||||||
California: | ||||||||||||||||
Intermediate | 1,050 | 868 | 182 | 21 | % | |||||||||||
Peaking | 4 | 21 | (17 | ) | (81 | )% | ||||||||||
Total California | 1,054 | 889 | 165 | 19 | % | |||||||||||
Other Operations: | ||||||||||||||||
Baseload | 1,425 | 1,131 | 294 | 26 | % | |||||||||||
Intermediate | 673 | 1,919 | (1,246 | ) | (65 | )% | ||||||||||
Peaking | 3 | 5 | (2 | ) | (40 | )% | ||||||||||
Total Other Operations | 2,101 | 3,055 | (954 | ) | (31 | )% | ||||||||||
Total | 17,110 | 18,943 | (1,833 | ) | (10 | )% | ||||||||||
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Increase/ | ||||||||||||
2009 | 2008 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Gross Margin: | ||||||||||||
Energy | $ | 170 | $ | 517 | $ | (347 | ) | |||||
Contracted and capacity | 351 | 340 | 11 | |||||||||
Realized value of hedges | 586 | 181 | 405 | |||||||||
Total realized gross margin | 1,107 | 1,038 | 69 | |||||||||
Unrealized gross margin | 144 | 676 | (532 | ) | ||||||||
Total gross margin (excluding depreciation and amortization) | 1,251 | 1,714 | (463 | ) | ||||||||
Operating Expenses: | ||||||||||||
Operations and maintenance | 434 | 412 | 22 | |||||||||
Depreciation and amortization | 98 | 92 | 6 | |||||||||
Impairment losses | 385 | — | 385 | |||||||||
Gain on sales of assets, net | (14 | ) | (8 | ) | (6 | ) | ||||||
Total operating expenses, net | 903 | 496 | 407 | |||||||||
Operating income | $ | 348 | $ | 1,218 | $ | (870 | ) | |||||
• | an increase of $405 million in realized value of hedges. In 2009, realized value of hedges was $586 million, which reflects the amount by which the settlement value of power contracts exceeded market prices for power, partially offset by the amount by which contract prices for coal that we purchased under long-term agreements exceeded market prices for coal. In 2008, realized value of hedges was $181 million, which reflects the amount by which market prices for coal exceeded contract prices for coal that we purchased under long-term agreements, partially offset by the amount by which market prices for power exceeded the settlement value of power contracts; and | |
• | an increase of $11 million in contracted and capacity primarily related to higher capacity prices in 2009; partially offset by | |
• | a decrease of $347 million in energy, primarily as a result of a decrease in power prices, an increase in the cost of emissions allowances, including $41 million to comply with the RGGI in 2009, and lower generation volumes. The lower generation volumes were a result of lower demand and decreases in natural gas prices, which at times made it uneconomic for certain of our coal-fired units to generate. These decreases were partially offset by a decrease in the price of coal. |
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• | unrealized gains of $144 million in 2009, which included a $633 million net increase in the value of hedge contracts for future periods primarily related to decreases in forward power and natural gas prices, partially offset by $489 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period; and | |
• | unrealized gains of $676 million in 2008, which included a $399 million net increase in the value of hedge contracts for future periods primarily related to decreases in forward power and natural gas prices and $277 million associated with the reversal of previously recognized unrealized losses from power and fuel contracts that settled during the period. |
• | an increase of $385 million in impairment losses recognized in the fourth quarter of 2009, including $202 million related to our Potomac River generating facility and $183 million related to goodwill recorded at our GenOn Mid-Atlantic registrant on its standalone balance sheet. The goodwill does not exist at GenOn’s consolidated balance sheet. As such, the goodwill impairment loss and related goodwill balance are eliminated upon consolidation at GenOn North America. See note 5(c) to our consolidated financial statements for additional information related to our impairment of the Potomac River generating facility; | |
• | an increase of $22 million in operations and maintenance expense primarily as a result of higher labor costs related to increased staffing levels in preparation for the operation of our scrubbers and an increase in Maryland property taxes, offset in part by a decrease in maintenance costs associated with a decrease in planned outages; and | |
• | an increase of $6 million in depreciation and amortization expense primarily related to pollution control equipment for NOx emissions that was placed in service in 2008 as part of our compliance with the Maryland Healthy Air Act; partially offset by | |
• | an increase of $6 million in gain on sales of assets primarily related to emissions allowances sold to third parties. |
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Increase/ | ||||||||||||
2009 | 2008 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Gross Margin: | ||||||||||||
Energy | $ | — | $ | 4 | $ | (4 | ) | |||||
Contracted and capacity | 122 | 123 | (1 | ) | ||||||||
Realized value of hedges | — | — | — | |||||||||
Total realized gross margin | 122 | 127 | (5 | ) | ||||||||
Unrealized gross margin | — | — | — | |||||||||
Total gross margin (excluding depreciation and amortization) | 122 | 127 | (5 | ) | ||||||||
Operating Expenses: | �� | |||||||||||
Operations and maintenance | 78 | 76 | 2 | |||||||||
Depreciation and amortization | 22 | 23 | (1 | ) | ||||||||
Impairment losses | 14 | — | 14 | |||||||||
Gain on sales of assets, net | — | (7 | ) | 7 | ||||||||
Total operating expenses, net | 114 | 92 | 22 | |||||||||
Operating income | $ | 8 | $ | 35 | $ | (27 | ) | |||||
• | an impairment loss of $14 million on intangible assets related to our Potrero and Contra Costa generating facilities during 2009. See note 5(c) to our consolidated financial statements for additional information related to our impairment reviews; and | |
• | a decrease of $7 million in gain on sales of assets primarily related to emissions allowances sold to third parties. |
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Increase/ | ||||||||||||
2009 | 2008 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Gross Margin: | ||||||||||||
Energy | $ | 167 | $ | (17 | ) | $ | 184 | |||||
Contracted and capacity | — | — | — | |||||||||
Realized value of hedges | — | — | — | |||||||||
Total realized gross margin | 167 | (17 | ) | 184 | ||||||||
Unrealized gross margin | (113 | ) | 120 | (233 | ) | |||||||
Total gross margin (excluding depreciation and amortization) | 54 | 103 | (49 | ) | ||||||||
Operating Expenses: | ||||||||||||
Operations and maintenance | 11 | 10 | 1 | |||||||||
Depreciation and amortization | 1 | 1 | — | |||||||||
Total operating expenses, net | 12 | 11 | 1 | |||||||||
Operating income | $ | 42 | $ | 92 | $ | (50 | ) | |||||
• | an increase of $184 million in energy primarily as a result of $112 million increase from our fuel oil management activities and a $72 million increase from proprietary trading activities. The increase from our fuel oil management activities includes a $25 million gain from the sale of excess fuel oil in 2009 and a $37 million lower of cost or market fuel oil inventory adjustment recognized in the fourth quarter of 2008. The increase in gross margin from proprietary trading activities was a result of higher realized value associated with power positions in 2009 as compared to 2008. |
• | unrealized losses of $113 million in 2009, which included $101 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period and a $12 million net decrease in the value of contracts for future periods; and | |
• | unrealized gains of $120 million in 2008, which included a $65 million net increase in the value of contracts for future periods and $55 million associated with the reversal of previously recognized unrealized losses from power and fuel contracts that settled during the period. |
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Increase/ | ||||||||||||
2009 | 2008 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Gross Margin: | ||||||||||||
Energy | $ | 23 | $ | 73 | $ | (50 | ) | |||||
Contracted and capacity | 93 | 90 | 3 | |||||||||
Realized value of hedges | 43 | 26 | 17 | |||||||||
Total realized gross margin | 159 | 189 | (30 | ) | ||||||||
Unrealized gross margin | 16 | (10 | ) | 26 | ||||||||
Total gross margin (excluding depreciation and amortization) | 175 | 179 | (4 | ) | ||||||||
Operating Expenses: | ||||||||||||
Operations and maintenance | 86 | 169 | (83 | ) | ||||||||
Depreciation and amortization | 28 | 28 | — | |||||||||
Impairment losses | 5 | — | 5 | |||||||||
Gain on sales of assets, net | (4 | ) | (32 | ) | 28 | |||||||
Total operating expenses, net | 115 | 165 | (50 | ) | ||||||||
Operating income | $ | 60 | $ | 14 | $ | 46 | ||||||
• | a decrease of $50 million in energy, primarily as a result of a 31% decrease in generation volumes because of transmission upgrades which reduced the need for the Canal generating facility to operate, a decrease in power prices, an increase in the cost of emissions allowances, including $4 million to comply with the RGGI in 2009 and the shutdown of the Lovett generating facility in 2008 offset in part by lower fuel costs; partially offset by | |
• | an increase of $17 million in realized value of hedges. In 2009, realized value of hedges was $43 million, which reflects the amount by which the settlement value of power contracts exceeded market prices for power, partially offset by the amount by which contract prices for fuel exceeded market prices for fuel. In 2008, realized value of hedges was $26 million, which reflects the amount by which market prices for fuel exceeded contract prices for fuel and the amount by which the settlement value of power contracts exceeded market prices for power. |
• | unrealized gains of $16 million in 2009, which included a $65 million net increase in the value of hedge contracts for future periods primarily related to decreases in forward power and fuel prices, partially offset by $49 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period; and | |
• | unrealized losses of $10 million in 2008, which included $6 million associated with the reversal of previously recognized unrealized gains from power and fuel contracts that settled during the period and a $4 million net decrease in the value of hedge contracts for future periods primarily related to increases in forward power and fuel prices. |
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• | a decrease of $62 million related to the MC Asset Recovery settlement with Southern Company in 2009, including a $52 million reduction in operations and maintenance expense for the reimbursement of funds provided to MC Asset Recovery and costs incurred related to MC Asset Recovery not previously reimbursed and a $10 million reversal of accruals for future funding to MC Asset Recovery. See note 19 to our consolidated financial statements for additional information related to the settlement between MC Asset Recovery and Southern Company; | |
• | a decrease of $41 million in operations and maintenance expense primarily related to the shutdown of the Lovett generating facility in April 2008 and lower maintenance expense as a result of planned outages at the Canal generating facility in 2008; and | |
• | a decrease of $10 million related to the bonus plan for dispositions that ended in June 2008; partially offset by | |
• | a decrease of $28 million in gain on sales of assets primarily related to emissions allowances sold to third parties; | |
• | an increase of $15 million related to other operations and maintenance expenses; | |
• | an increase of $9 million related to severance and stock-based compensation costs primarily as a result of the departure of certain executives in 2009; | |
• | an increase of $5 million in impairment losses recognized in the fourth quarter of 2009 for capitalized interest recorded at GenOn North America related to the Potomac River generating facility; and | |
• | an increase related to a curtailment gain on pension and postretirement benefits of $5 million related to the shutdown of the Lovett generating facility in April 2008. |
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• | a $700 million seven-year senior secured term loan facility with a rate of LIBOR + 4.25% (with a LIBOR floor of 1.75%); and | |
• | a $788 million five-year senior secured revolving credit facility, with an undrawn rate of 0.75% and a drawn rate of LIBOR + 3.50%. |
• | $675 million of 9.5% senior notes due 2018; and | |
• | $550 million of 9.875% senior notes due 2020. |
• | the discharge and, on January 3, 2011, redemption of the $285 million (principal and 2.25% premium) GenOn senior secured notes due 2014 (issued in 2004) and $866 million (principal and 1.844% premium) GenOn North America senior unsecured notes due 2013 (issued in 2005); | |
• | the defeasance and, in June 2011, redemption of the $382 million (principal and 3% premium) PEDFA 6.75% bonds due 2036 (issued in 2004); | |
• | the payment of the $305 million GenOn North America senior secured term loan maturing in 2013 (entered into in 2006); and | |
• | the payment of certain related fees and expenses, including accrued interest. |
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• | expected expenditures with respect to maintenance activities and capital improvements, and related outages; | |
• | expected collateral postings in support of our business; | |
• | effects of market price volatility on the amount of collateral postings for hedge transactions and risk management transactions; | |
• | effects of market price volatility on fuel pre-payment requirements; | |
• | seasonal and intra-month working capital requirements; | |
• | the development and construction of new generating facilities, including GenOn Marsh Landing; | |
• | debt service obligations; and | |
• | costs associated with litigation, regulatory and tax proceedings. |
Cash and Cash Equivalents: | ||||
GenOn (excluding GenOn Mid-Atlantic and REMA) | $ | 2,179 | ||
GenOn Mid-Atlantic | 202 | |||
REMA | 21 | |||
Total cash and cash equivalents | 2,402 | |||
Less: cash reserved for other purposes | (11 | ) | ||
Total available cash and cash equivalents | 2,391 | |||
Availability under GenOn credit facilities(1) | 521 | |||
Total available cash, cash equivalents and availability under GenOn credit facilities(1) | $ | 2,912 | ||
(1) | Availability under the GenOn credit facilities does not include availability under the project financing described below under “GenOn Marsh Landing Credit Facility.” |
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(1) | The GenOn credit facilities are guaranteed by certain direct and indirect subsidiaries of GenOn excluding GenOn Americas Generation; provided, however, that certain of GenOn Americas Generation’s subsidiaries (other than GenOn Mid-Atlantic and GenOn Energy Management and their subsidiaries) guarantee the GenOn credit facilities to the extent permitted under the indenture for the senior notes of GenOn Americas Generation. GenOn Americas is a co-borrower under the GenOn credit facilities and the term loan balance is recorded at GenOn Americas. |
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(2) | At December 31, 2010, the present values of lease payments under the GenOn Mid-Atlantic and REMA operating leases were approximately $927 million and $488 million, respectively (assuming a 10% and 9.4% discount rate, respectively) and the termination values of the GenOn Mid-Atlantic and REMA operating leases were $1.4 billion and $752 million, respectively. | |
(3) | At December 31, 2010, GenOn Marsh Landing had not drawn on its credit facility. See “GenOn Marsh Landing Credit Facility” below for discussion. |
December 31, | ||||||||
2010 | 2009 | |||||||
(in millions) | ||||||||
GenOn Mid-Atlantic | $ | 3,698 | $ | 4,761 | ||||
REMA | 303 | — | ||||||
GenOn Marsh Landing | 80 | 6 | ||||||
Total restricted net assets | $ | 4,081 | $ | 4,767 | ||||
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December 31, | ||||||||
2010 | 2009 | |||||||
(in millions) | ||||||||
Cash collateral posted—energy trading and marketing | $ | 220 | $ | 41 | ||||
Cash collateral posted—other operating activities | 45 | 43 | ||||||
Letters of credit—rent reserves | 133 | 101 | ||||||
Letters of credit—Marsh Landing project | 106 | 12 | ||||||
Letters of credit—energy trading and marketing | 96 | 51 | ||||||
Letters of credit—other operating activities | 38 | 47 | ||||||
Surety bonds(1) | 50 | 5 | ||||||
Total | $ | 688 | $ | 300 | ||||
(1) | Includes $34 million of cash under surety bonds posted primarily with the Pennsylvania Department of Environmental Protection related to environmental obligations. |
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Debt Obligations, Off-Balance Sheet Arrangements and Contractual Obligations by Year | ||||||||||||||||||||
Less Than | One to | Three to | More than | |||||||||||||||||
Total | One Year | Three Years | Five Years | Five Years | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Long-term debt | $ | 9,309 | $ | 2,416 | $ | 723 | $ | 1,279 | $ | 4,891 | ||||||||||
GenOn Mid-Atlantic operating leases | 1,730 | 134 | 270 | 241 | 1,085 | |||||||||||||||
REMA operating leases | 882 | 63 | 120 | 120 | 579 | |||||||||||||||
Other operating leases | 227 | 72 | 59 | 37 | 59 | |||||||||||||||
Fuel commitments | 1,343 | 789 | 554 | — | — | |||||||||||||||
Commodity transportation commitments | 652 | 72 | 143 | 131 | 306 | |||||||||||||||
LTSA commitments | 441 | 12 | 18 | 37 | 374 | |||||||||||||||
Maryland Healthy Air Act | 155 | 155 | — | — | — | |||||||||||||||
GenOn Marsh Landing | 475 | 216 | 258 | 1 | — | |||||||||||||||
Other | 592 | 365 | 93 | 75 | 59 | |||||||||||||||
Total payments | $ | 15,806 | $ | 4,294 | $ | 2,238 | $ | 1,921 | $ | 7,353 | ||||||||||
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Increase/ | ||||||||||||
2010 | 2009 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Operating income (loss) | $ | (324 | ) | $ | 642 | $ | (966 | ) | ||||
Non-cash items(1) | 918 | 364 | 554 | |||||||||
Receivables and accounts payable and accrued liabilities, net | (17 | ) | 8 | (25 | ) | |||||||
Funds on deposit | (42 | ) | 21 | (63 | ) | |||||||
Inventories | (65 | ) | (35 | ) | (30 | ) | ||||||
Interest payments, net of amounts capitalized | (244 | ) | (124 | ) | (120 | ) | ||||||
Income tax payments, net of refunds | 1 | (9 | ) | 10 | ||||||||
Prepaid rent | (44 | ) | (46 | ) | 2 | |||||||
Other, net | 16 | (8 | ) | 24 | ||||||||
Net cash provided by operating activities of continuing operations | 199 | 813 | (614 | ) | ||||||||
Net cash provided by operating activities of discontinued operations | 6 | 9 | (3 | ) | ||||||||
Net cash provided by operating activities | $ | 205 | $ | 822 | $ | (617 | ) | |||||
(1) | See our consolidated statements of cash flows for additional information. |
• | Realized gross margin. A decrease in cash provided of $213 million in 2010, compared to 2009, excluding a decrease in non-cash lower of cost or market fuel inventory adjustments of $10 million. See “Results of Operations” in this Item 7 for additional discussion of our performance in 2010 compared to 2009; | |
• | Operating expenses. An increase in cash used for operations and maintenance expense of $228 million primarily related to the Merger costs, the operation of the scrubbers at our Maryland generating facilities in 2010 and the 2009 MC Asset Recovery settlement. In 2009, we were reimbursed $52 million of cash as a result of the MC Asset Recovery settlement with Southern Company for funds that we provided to MC Asset Recovery and costs that we incurred related to MC Asset Recovery that had not been previously reimbursed. See “Results of Operations” in this Item 7 for additional discussion of our performance in 2010 compared to 2009; | |
• | Interest payments, net of amounts capitalized. An increase in cash used of $120 million primarily as a result of a decrease in capitalized interest (which is included in investing activities) and additional interest payments associated with the debt assumed in connection with the Merger; | |
• | Funds on deposit. An increase in cash used of $63 million primarily as a result of postings of $42 million during 2010 compared to $21 million returned by our counterparties during 2009; | |
• | Inventories. An increase in cash used of $30 million primarily as a result of higher prices and purchases of a larger volume of fuel oil; and |
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• | Receivables and accounts payable and accrued liabilities, net. An increase in cash used of $25 million primarily related to a $49 million increase in receivables outstanding subsequent to the Merger, partially offset by a $21 million decrease in cash collateral returned to our counterparties during 2010 compared to 2009 and a $9 million decrease in cash used for settlement of bankruptcy related claims and expenses. |
• | Changes in other working capital, net. A decrease in cash used of $47 million primarily related to a decrease in property tax payments, income tax payments and prepaid property and general liability insurance during 2010 compared to 2009. |
Increase/ | ||||||||||||
2010 | 2009 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Cash acquired from RRI Energy, Inc. | $ | 717 | $ | — | $ | 717 | ||||||
Capital expenditures | (304 | ) | (676 | ) | 372 | (1) | ||||||
Proceeds from the sales of assets | 4 | 26 | (22 | )(2) | ||||||||
Capital contributions | — | (5 | ) | 5 | (3) | |||||||
Restricted deposits payments | (1,586 | ) | — | (1,586 | )(4) | |||||||
Restricted deposits withdrawals | 41 | 1 | 40 | (5) | ||||||||
Other, net | (43 | ) | 3 | (46 | )(6) | |||||||
Net cash used in investing activities | $ | (1,171 | ) | $ | (651 | ) | $ | (520 | ) | |||
(1) | Primarily related to placing scrubbers for our Maryland generating facilities in service during the fourth quarter of 2009 as part of our compliance with the Maryland Healthy Air Act. | |
(2) | Primarily related to sales of emissions allowances in 2009 as compared to 2010. | |
(3) | Related to our obligation to fund MC Asset Recovery in 2009 which, in 2010, we were no longer obligated to fund. | |
(4) | Includes $1.545 billion related to the discharge of the GenOn senior secured notes and GenOn North America senior notes and the defeasance of the PEDFA fixed-rate bonds (see note 6 to our consolidated financial statements for further discussion). | |
(5) | Primarily related to withdrawals from the escrow account for the payment of accrued interest on debt to be discharged. | |
(6) | Primarily related to the funding of Rabbi Trusts established during 2010 to fund severance payments and non-qualified deferred compensation plans for certain key employees in connection with the Merger. |
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Increase/ | ||||||||||||
2010 | 2009 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Proceeds from issuance of long-term debt | $ | 1,896 | (1) | $ | — | $ | 1,896 | |||||
Repayments of long-term debt | (379 | )(2) | (45 | )(2) | (334 | ) | ||||||
Debt issuance costs | (92 | )(3) | — | (92 | ) | |||||||
Share repurchases | (11 | ) | (4 | ) | (7 | ) | ||||||
Proceeds from exercises of stock options and warrants | 1 | — | 1 | |||||||||
Net cash provided by (used in) financing activities | $ | 1,415 | $ | (49 | ) | $ | 1,464 | |||||
(1) | Includes issuance of $700 million senior secured term loan (issued at a discount for $693 million) and $1.225 billion senior unsecured notes (issued at a discount for $1.203 billion). | |
(2) | Includes $373 million related to the repayment of the GenOn North America senior secured term loan. | |
(3) | Represents $68 million of costs paid for issuance of debt in connection with the Merger and $24 million of costs paid in connection with entering into the GenOn Marsh Landing credit facility. |
Increase/ | ||||||||||||
2009 | 2008 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Operating income | $ | 642 | $ | 1,357 | $ | (715 | ) | |||||
Non-cash items(1) | 364 | (588 | ) | 952 | ||||||||
Receivables and accounts payable and accrued liabilities, net | 8 | (11 | ) | 19 | ||||||||
Funds on deposit | 21 | 104 | (83 | ) | ||||||||
Inventories | (35 | ) | 47 | (82 | ) | |||||||
Pension plans contributions | — | (64 | ) | 64 | ||||||||
Interest payments, net of amounts capitalized | (124 | ) | (175 | ) | 51 | |||||||
Income tax payments, net of refunds | (9 | ) | — | (9 | ) | |||||||
Interest income | 3 | 70 | (67 | ) | ||||||||
Prepaid rent | (46 | ) | (24 | ) | (22 | ) | ||||||
Other, net | (11 | ) | (19 | ) | 8 | |||||||
Net cash provided by operating activities of continuing operations | 813 | 697 | 116 | |||||||||
Net cash provided by operating activities of discontinued operations | 9 | 50 | (41 | ) | ||||||||
Net cash provided by operating activities | $ | 822 | $ | 747 | $ | 75 | ||||||
(1) | See our consolidated statements of cash flows for additional information. |
• | Realized gross margin. An increase in cash provided of $176 million in 2009, compared to 2008, excluding a decrease in non-cash lower of cost or market fuel inventory adjustments of $33 million. See “Results of Operations” for additional discussion of our performance in 2009 compared to 2008; |
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• | Operations and maintenance expense. A decrease in cash used for operations and maintenance expense of $70 million during 2009, which includes a $52 million cash reimbursement as a result of the MC Asset Recovery settlement with Southern Company. See “Results of Operations” for additional discussion of our performance in 2009 compared to 2008; | |
• | Receivables and accounts payable and accrued liabilities, net. An increase in cash provided of $19 million during 2009 primarily related to (a) a decrease in power prices in 2009 compared to the same period in 2008 and (b) the implementation in June 2009 of weekly settlements with PJM (in lieu of monthly settlements) which reduced the amount of outstanding receivables for the PJM markets, partially offset by an increase in cash used of $111 million as a result of $43 million collateral returned to counterparties during 2009 as compared to $68 million received from counterparties during 2008; | |
• | Interest payments, net of amounts capitalized. A decrease in cash used of $51 million primarily as a result of lower outstanding debt and higher interest capitalized on projects under construction; and | |
• | Pension plan contributions. A decrease in cash used of $64 million as there were no pension plan contributions during 2009 compared to $64 million in contributions during 2008. |
• | Funds on deposit. A decrease in cash provided of $83 million. During 2009, we received net cash of $21 million related to $33 million of net cash collateral returned to us partially offset by $12 million related to funds posted in connection with the Marsh Landing PPA with PG&E. During 2008, we had net cash collateral returned to us of $104 million primarily related to the cash collateral account to support issuance of letters of credit under the GenOn North America senior secured term loan; | |
• | Inventories. An increase of cash used of $82 million as a result of higher inventory levels of coal and fuel oil, partially offset by lower market prices in 2009 as compared to 2008; | |
• | Prepaid rent. An increase in cash used for our GenOn Mid-Atlantic operating leases as the scheduled rent payments were higher by $22 million during 2009 than during 2008; and | |
• | Interest income. A decrease in cash provided of $67 million primarily as a result of lower interest rates on invested cash, as well as lower average cash balances. |
Increase/ | ||||||||||||
2009 | 2008 | (Decrease) | ||||||||||
(In millions) | ||||||||||||
Capital expenditures | $ | (676 | ) | $ | (731 | ) | $ | 55 | (1) | |||
Proceeds from the sales of assets | 26 | (2) | 42 | (2) | (16 | ) | ||||||
Capital contributions | (5 | ) | (20 | ) | 15 | |||||||
Restricted deposits payments | — | (34 | ) | 34 | (3) | |||||||
Other, net | 4 | 4 | — | |||||||||
Net cash used in investing activities of continuing operations | (651 | ) | (739 | ) | 88 | |||||||
Net cash provided by investing activities of discontinued operations | — | 25 | (4) | (25 | ) | |||||||
Net cash used in investing activities | $ | (651 | ) | $ | (714 | ) | $ | 63 | ||||
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(1) | Primarily related to our environmental capital expenditures for our Maryland generating facilities related to our compliance with the Maryland Healthy Air Act. | |
(2) | Primarily related to sales of emissions allowances to third parties. | |
(3) | Related to $34 million placed in an escrow account in September 2008, to satisfy the conditions of Potomac River’s agreement with the City of Alexandria, Virginia. See note 19 to our consolidated financial statements for additional information on Potomac River’s agreement with the City of Alexandria, Virginia. | |
(4) | Primarily related to insurance recoveries for repairs to the Sual generating facility and the Swinging Bridge generating facility. |
Increase/ | ||||||||||||
2009 | 2008 | (Decrease) | ||||||||||
(in millions) | ||||||||||||
Share repurchases | $ | (4 | ) | $ | (2,761 | ) | $ | 2,757 | ||||
Repayments and purchases of long-term debt | (45 | ) | (420 | )(1) | 375 | |||||||
Proceeds from exercises of stock options and warrants | — | 18 | (18 | ) | ||||||||
Net cash used in financing activities | $ | (49 | ) | $ | (3,163 | ) | $ | 3,114 | ||||
(1) | Includes $276 million for the 2008 purchase and retirement of GenOn Americas Generation senior notes due in 2011. |
• | the estimate requires significant assumptions; and | |
• | changes in the estimate could have a material effect on our consolidated results of operations or financial condition; or | |
• | if different estimates that could have been selected had been used, there could be a material effect on our consolidated results of operations or financial condition. |
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• | The prices for power and natural gas remain low compared to several years ago and the effect of these lower prices on the projected gross margin. | |
• | Current weak economic conditions and various demand-response programs have resulted in a decrease in the forecasted gross margin of our generating facilities. | |
• | The estimated cash flows from contracts in place that hedge economically a portion of our portfolio for future periods are less than the contribution to our gross margin from historical realized value of hedges in recent years. |
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• | electricity, fuel and capacity prices; | |
• | costs related to compliance with environmental regulations; | |
• | timing of announced transmission projects; | |
• | timing and extent of generating capacity additions and retirements; and | |
• | future capital expenditure requirements related to the generating facilities. |
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Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
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Commodity Contracts | Other Contracts | |||||||||||||||
Asset | ||||||||||||||||
Management | Trading | Interest Rate | Total | |||||||||||||
(in millions) | ||||||||||||||||
Fair value of portfolio of assets and liabilities at January 1, 2009 | $ | 549 | $ | 106 | $ | — | $ | 655 | ||||||||
Gains (losses) recognized in the period, net: | ||||||||||||||||
New contracts and other changes in fair value(1) | 20 | (150 | ) | — | (130 | ) | ||||||||||
Roll off of previous values(2) | (539 | ) | (100 | ) | — | (639 | ) | |||||||||
Purchases, issuances and settlements(3) | 671 | 145 | — | 816 | ||||||||||||
Fair value of portfolio of assets and liabilities at December 31, 2009 | 701 | 1 | — | 702 | ||||||||||||
Derivative contracts acquired and/or assumed in the Merger | 49 | — | — | 49 | ||||||||||||
Gains (losses) recognized in the period, net: | ||||||||||||||||
New contracts and other changes in fair value(1) | 169 | 66 | 19 | 254 | ||||||||||||
Roll off of previous values(2) | (340 | ) | (49 | ) | — | (389 | ) | |||||||||
Purchases, issuances and settlements(3) | 127 | (23 | ) | — | 104 | |||||||||||
Fair value of portfolio of assets and liabilities at December 31, 2010 | $ | 706 | $ | (5 | ) | $ | 19 | $ | 720 | |||||||
(1) | The fair value, as of the end of each quarterly reporting period, of contracts entered into during each quarterly reporting period and the gains or losses attributable to contracts that existed as of the beginning of each quarterly reporting period and were still held at the end of each quarterly reporting period. | |
(2) | The fair value, as of the beginning of each quarterly reporting period, of contracts that settled during each quarterly reporting period. | |
(3) | Denotes cash settlements during each quarterly reporting period of contracts that existed at the beginning of each quarterly reporting period. |
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2016 and | Total fair | |||||||||||||||||||||||||||
Sources of Fair Value | 2011 | 2012 | 2013 | 2014 | 2015 | thereafter | value | |||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
Asset Management: | ||||||||||||||||||||||||||||
Prices actively quoted (Level 1) | $ | (19 | ) | $ | (6 | ) | $ | — | $ | — | $ | — | $ | — | $ | (25 | ) | |||||||||||
Prices provided by other external sources (Level 2) | 253 | 173 | 184 | 191 | — | — | 801 | |||||||||||||||||||||
Prices based on models and other valuation methods (Level 3) | (38 | ) | (36 | ) | 4 | — | — | — | (70 | ) | ||||||||||||||||||
Total asset management | $ | 196 | $ | 131 | $ | 188 | $ | 191 | $ | — | $ | — | $ | 706 | ||||||||||||||
Trading Activities: | ||||||||||||||||||||||||||||
Prices actively quoted (Level 1) | $ | 3 | $ | (6 | ) | $ | — | $ | — | $ | — | $ | — | $ | (3 | ) | ||||||||||||
Prices provided by other external sources (Level 2) | (8 | ) | 4 | — | — | — | �� | — | (4 | ) | ||||||||||||||||||
Prices based on models and other valuation methods (Level 3) | 2 | — | — | — | — | — | 2 | |||||||||||||||||||||
Total trading activities | $ | (3 | ) | $ | (2 | ) | $ | — | $ | — | $ | — | $ | — | $ | (5 | ) | |||||||||||
Interest Rate: | ||||||||||||||||||||||||||||
Prices actively quoted (Level 1) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Prices provided by other external sources (Level 2) | — | — | (1 | ) | (1 | ) | 2 | 19 | 19 | |||||||||||||||||||
Prices based on models and other valuation methods (Level 3) | — | — | — | — | — | — | — | |||||||||||||||||||||
Total interest rate | $ | — | $ | — | $ | (1 | ) | $ | (1 | ) | $ | 2 | $ | 19 | $ | 19 | ||||||||||||
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Asset Management VaR | 2010 | 2009 | ||||||
(in millions) | ||||||||
Year-end | $ | 26 | $ | 11 | ||||
Average | $ | 11 | $ | 12 | ||||
High | $ | 26 | $ | 13 | ||||
Low | $ | 5 | $ | 11 |
Proprietary Trading and Fuel Oil Management VaR | 2010 | 2009 | ||||||
(in millions) | ||||||||
Year-end | $ | 2 | $ | 2 | ||||
Average | $ | 2 | $ | 2 | ||||
High | $ | 3 | $ | 4 | ||||
Low | $ | 1 | $ | 1 |
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Item 8. | Financial Statements and Supplementary Data |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. | Controls and Procedures |
• | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; | |
• | provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements, in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; |
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• | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements; and | |
• | provide reasonable assurance as to the detection of fraud. |
Item 9B. | Other Information. |
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Item 10. | Directors, Executive Officers and Corporate Governance. |
Item 11. | Executive Compensation. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Number of Securities | ||||||||||||
Remaining Available for | ||||||||||||
Future Issuance Under | ||||||||||||
Number of | Weighted Average | Equity Compensation Plans | ||||||||||
Securities to be Issued | Exercise Price of | (Excluding Securities to | ||||||||||
Upon Exercise of | Outstanding | be Issued Upon Exercise of | ||||||||||
Outstanding Options, | Options, Warrants | Outstanding Options,Warrants | ||||||||||
Plant Category | Warrants and Rights | and Rights | and Rights) | |||||||||
(in millions) | (in millions) | |||||||||||
Equity compensation plans approved by security holders | 20 | $ | 9.20 | 45 | ||||||||
Equity compensation plans not approved by security holders | — | — | ||||||||||
Total | 20 | $ | 9.19 | 45 | ||||||||
Item 13. | Certain Relationships and Related Transactions and Director Independence. |
Item 14. | Principal Accountant Fees and Services. |
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Item 15. | Exhibits and Financial Statement Schedules. |
(a) 1. | Financial Statements |
F-1 | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 |
2. | Financial Statement Schedules |
F-84 | ||||
F-85 | ||||
F-86 | ||||
F-87 | ||||
F-88 | ||||
F-90 |
3. | Exhibits |
F-91 |
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2010 | 2009 | 2008 | ||||||||||
(in millions, except per share data) | ||||||||||||
Operating revenues (including unrealized gains (losses) of $45 million, $(2) million and $840 million, respectively) | $ | 2,270 | $ | 2,309 | $ | 3,188 | ||||||
Cost of fuel, electricity and other products (including unrealized (gains) losses of $87 million, $(49) million and $54 million, respectively) | 963 | 710 | 1,059 | |||||||||
Gross Margin (excluding depreciation and amortization) | 1,307 | 1,599 | 2,129 | |||||||||
Operating Expenses: | ||||||||||||
Operations and maintenance | 846 | 609 | 667 | |||||||||
Depreciation and amortization | 224 | 149 | 144 | |||||||||
Impairment losses | 565 | 221 | — | |||||||||
Gain on sales of assets, net | (4 | ) | (22 | ) | (39 | ) | ||||||
Total operating expenses | 1,631 | 957 | 772 | |||||||||
Operating Income (Loss) | (324 | ) | 642 | 1,357 | ||||||||
Other Expense (Income), net: | ||||||||||||
Gain on bargain purchase | (518 | ) | — | — | ||||||||
Interest expense | 254 | 138 | 189 | |||||||||
Interest income | (1 | ) | (3 | ) | (70 | ) | ||||||
Equity in income of affiliates | — | 1 | 16 | |||||||||
Other, net | (7 | ) | — | 5 | ||||||||
Total other (income) expense, net | (272 | ) | 136 | 140 | ||||||||
Income (Loss) From Continuing Operations Before Income Taxes | (52 | ) | 506 | 1,217 | ||||||||
Provision (benefit) for income taxes | (2 | ) | 12 | 2 | ||||||||
Income (Loss) From Continuing Operations | (50 | ) | 494 | 1,215 | ||||||||
Income From Discontinued Operations, net | — | — | 50 | |||||||||
Net Income (Loss) | $ | (50 | ) | $ | 494 | $ | 1,265 | |||||
Basic EPS: | ||||||||||||
Basic EPS from continuing operations | $ | (0.11 | ) | $ | 1.20 | $ | 2.31 | |||||
Basic EPS from discontinued operations | — | — | 0.09 | |||||||||
Basic EPS | $ | (0.11 | ) | $ | 1.20 | $ | 2.40 | |||||
Diluted EPS: | ||||||||||||
Diluted EPS from continuing operations | $ | (0.11 | ) | $ | 1.20 | $ | 2.15 | |||||
Diluted EPS from discontinued operations | — | — | 0.09 | |||||||||
Diluted EPS | $ | (0.11 | ) | $ | 1.20 | $ | 2.24 | |||||
Weighted average shares outstanding | 441 | 411 | 527 | |||||||||
Effect of dilutive securities | — | 1 | 38 | |||||||||
Weighted average shares outstanding assuming dilution | 441 | 412 | 565 | |||||||||
F-2
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December 31, | ||||||||
2010 | 2009 | |||||||
(in millions) | ||||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 2,402 | $ | 1,953 | ||||
Funds on deposit | 1,834 | 181 | ||||||
Receivables, net | 536 | 412 | ||||||
Derivative contract assets | 1,420 | 1,416 | ||||||
Inventories | 554 | 241 | ||||||
Prepaid expenses | 155 | 144 | ||||||
Total current assets | 6,901 | 4,347 | ||||||
Property, Plant and Equipment, net | 6,298 | 3,633 | ||||||
Noncurrent Assets: | ||||||||
Intangible assets, net | 144 | 171 | ||||||
Derivative contract assets | 716 | 599 | ||||||
Deferred income taxes | 362 | 376 | ||||||
Prepaid rent | 348 | 304 | ||||||
Other | 505 | 98 | ||||||
Total noncurrent assets | 2,075 | 1,548 | ||||||
Total Assets | $ | 15,274 | $ | 9,528 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Current portion of long-term debt | $ | 2,058 | $ | 75 | ||||
Accounts payable and accrued liabilities | 902 | 718 | ||||||
Derivative contract liabilities | 1,227 | 1,150 | ||||||
Deferred income taxes | 362 | 376 | ||||||
Other | 133 | 4 | ||||||
Total current liabilities | 4,682 | 2,323 | ||||||
Noncurrent Liabilities: | ||||||||
Long-term debt, net of current portion | 4,023 | 2,556 | ||||||
Derivative contract liabilities | 189 | 163 | ||||||
Pension and postretirement obligations | 171 | 113 | ||||||
Other | 579 | 58 | ||||||
Total noncurrent liabilities | 4,962 | 2,890 | ||||||
Commitments and Contingencies | ||||||||
Stockholders’ Equity: | ||||||||
Preferred stock, par value $.001 per share, authorized 125,000,000 shares, no shares issued at December 31, 2010 and 2009 | — | — | ||||||
Common stock, par value $.001 per share, authorized 2.0 billion shares, issued 770,857,530 shares and 410,924,221 shares at December 31, 2010 and 2009, respectively | 1 | — | ||||||
Additional paid-in capital | 7,432 | 6,096 | ||||||
Accumulated deficit | (1,778 | ) | (1,728 | ) | ||||
Accumulated other comprehensive loss | (25 | ) | (53 | ) | ||||
Total stockholders’ equity | 5,630 | 4,315 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 15,274 | $ | 9,528 | ||||
F-3
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Accumulated | ||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||
Common | Paid-In | Accumulated | Comprehensive | Stockholders’ | ||||||||||||||||
Stock | Capital | Deficit | Income (Loss) | Equity | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Balance, December 31, 2007 | $ | — | $ | 8,774 | $ | (3,486 | ) | $ | 22 | $ | 5,310 | |||||||||
Share repurchases | — | (2,744 | ) | — | — | (2,744 | ) | |||||||||||||
Stock-based compensation expense | — | 26 | — | — | 26 | |||||||||||||||
Exercises of stock options and warrants | — | 18 | — | — | 18 | |||||||||||||||
Adoption of accounting guidance related to fair value measurement | — | — | 1 | — | 1 | |||||||||||||||
Adoption of accounting guidance related to pension and other postretirement benefits measurement date transition | — | — | (2 | ) | (1 | ) | (3 | ) | ||||||||||||
Total stockholders’ equity before other comprehensive income | 2,608 | |||||||||||||||||||
Net income | — | — | 1,265 | — | 1,265 | |||||||||||||||
Pension and other postretirement benefits, net of tax of $0 | — | — | — | (111 | ) | (111 | ) | |||||||||||||
Total other comprehensive income | 1,154 | |||||||||||||||||||
Balance, December 31, 2008 | — | 6,074 | (2,222 | ) | (90 | ) | 3,762 | |||||||||||||
Share repurchases | — | (4 | ) | — | — | (4 | ) | |||||||||||||
Stock-based compensation expense | — | 26 | — | — | 26 | |||||||||||||||
Total stockholders’ equity before other comprehensive income | 3,784 | |||||||||||||||||||
Net income | — | — | 494 | — | 494 | |||||||||||||||
Pension and other postretirement benefits, net of tax of $0 | — | — | — | 37 | 37 | |||||||||||||||
Total other comprehensive income | 531 | |||||||||||||||||||
Balance, December 31, 2009 | — | 6,096 | (1,728 | ) | (53 | ) | 4,315 | |||||||||||||
Share repurchases | — | (11 | ) | — | — | (11 | ) | |||||||||||||
Stock-based compensation expense | — | 42 | — | — | 42 | |||||||||||||||
Exercise of stock options | — | 1 | — | — | 1 | |||||||||||||||
Shares issued pursuant to the Merger of Mirant and RRI Energy | 1 | 1,304 | — | — | 1,305 | |||||||||||||||
Total stockholders’ equity before other comprehensive income | 5,652 | |||||||||||||||||||
Net loss | — | — | (50 | ) | — | (50 | ) | |||||||||||||
Pension and other postretirement benefits, net of tax of $0 | — | — | — | 6 | 6 | |||||||||||||||
Change in fair value of qualifying derivatives, net of settlements, net of tax of $0 | — | — | — | 21 | 21 | |||||||||||||||
Change in fair value ofavailable-for-sale securities, net of tax of $0 | — | — | — | 1 | 1 | |||||||||||||||
Total other comprehensive loss | (22 | ) | ||||||||||||||||||
Balance, December 31, 2010 | $ | 1 | $ | 7,432 | $ | (1,778 | ) | $ | (25 | ) | $ | 5,630 | ||||||||
F-4
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2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net income (loss) | $ | (50 | ) | $ | 494 | $ | 1,265 | |||||
Income from discontinued operations, net | — | — | 50 | |||||||||
Income (loss) from continuing operations | (50 | ) | 494 | 1,215 | ||||||||
Adjustments to reconcile income (loss) from continuing operations and changes in other operating assets and liabilities to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 229 | 156 | 148 | |||||||||
Impairment losses | 565 | 221 | — | |||||||||
Gain on sales of assets, net | (4 | ) | (22 | ) | (39 | ) | ||||||
Net changes in derivative contracts | 42 | (47 | ) | (786 | ) | |||||||
Stock-based compensation expense | 41 | 24 | 25 | |||||||||
Postretirement benefits curtailment gain | (37 | ) | — | (5 | ) | |||||||
Lower of cost or market inventory adjustments | 22 | 32 | 65 | |||||||||
Equity in income of affiliates | — | 1 | 16 | |||||||||
Gain on bargain purchase | (518 | ) | — | — | ||||||||
Potomac River settlement obligation | 32 | — | — | |||||||||
Other, net | 28 | — | 4 | |||||||||
Changes in operating assets and liabilities, net of effects of the Merger: | ||||||||||||
Receivables, net | (10 | ) | 348 | (209 | ) | |||||||
Funds on deposit | (42 | ) | 21 | 104 | ||||||||
Inventories | (65 | ) | (35 | ) | 47 | |||||||
Other assets | (41 | ) | (47 | ) | (29 | ) | ||||||
Accounts payable and accrued liabilities | (3 | ) | (334 | ) | 204 | |||||||
Other liabilities | 10 | 1 | (63 | ) | ||||||||
Total adjustments | 249 | 319 | (518 | ) | ||||||||
Net cash provided by operating activities of continuing operations | 199 | 813 | 697 | |||||||||
Net cash provided by operating activities of discontinued operations | 6 | 9 | 50 | |||||||||
Net cash provided by operating activities | 205 | 822 | 747 | |||||||||
Cash Flows from Investing Activities: | ||||||||||||
Cash acquired from RRI Energy, Inc. | 717 | — | — | |||||||||
Capital expenditures | (304 | ) | (676 | ) | (731 | ) | ||||||
Proceeds from the sales of assets | 4 | 26 | 42 | |||||||||
Capital contributions | — | (5 | ) | (20 | ) | |||||||
Restricted deposits payments | (1,586 | ) | — | (34 | ) | |||||||
Restricted deposits withdrawals | 41 | 1 | — | |||||||||
Other, net | (43 | ) | 3 | 4 | ||||||||
Net cash used in investing activities of continuing operations | (1,171 | ) | (651 | ) | (739 | ) | ||||||
Net cash provided by investing activities of discontinued operations | — | — | 25 | |||||||||
Net cash used in investing activities | (1,171 | ) | (651 | ) | (714 | ) | ||||||
Cash Flows from Financing Activities: | ||||||||||||
Proceeds from long-term debt | 1,896 | — | — | |||||||||
Payments of long-term debt | (379 | ) | (45 | ) | (420 | ) | ||||||
Debt issuance costs | (92 | ) | — | — | ||||||||
Share repurchases | (11 | ) | (4 | ) | (2,761 | ) | ||||||
Proceeds from exercises of stock options and warrants | 1 | — | 18 | |||||||||
Net cash provided by (used in) financing activities | 1,415 | (49 | ) | (3,163 | ) | |||||||
Net Increase (Decrease) in Cash and Cash Equivalents | 449 | 122 | (3,130 | ) | ||||||||
Cash and Cash Equivalents, beginning of year | 1,953 | 1,831 | 4,961 | |||||||||
Cash and Cash Equivalents, end of year | $ | 2,402 | $ | 1,953 | $ | 1,831 | ||||||
Supplemental Disclosures: | ||||||||||||
Cash paid for interest, net of amounts capitalized | $ | 244 | $ | 124 | $ | 175 | ||||||
Cash paid for income taxes (net of refunds received) | $ | (1 | ) | $ | 9 | $ | — | |||||
Cash paid for claims and professional fees from bankruptcy | $ | — | $ | 1 | $ | 17 | ||||||
Supplemental Disclosures for Non-Cash Investing and Financing Activities: | ||||||||||||
Issuance of common stock to effect the Merger | $ | 1,305 | $ | — | $ | — |
F-5
Table of Contents
1. | Description of Business and Accounting and Reporting Policies |
F-6
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
• | estimating the fair value of assets acquired and liabilities assumed in connection with the Merger; | |
• | determining the fair value of certain derivative contracts; | |
• | estimating future taxable income in evaluating its deferred tax asset valuation allowance; | |
• | estimating the useful lives of long-lived assets; | |
• | determining the value of asset retirement obligations; | |
• | estimating future cash flows in determining impairments of long-lived assets and definite-lived intangible assets; | |
• | estimating the fair value and expected return on plan assets, discount rates and other actuarial assumptions used in estimating pension and other postretirement benefit plan liabilities; and | |
• | estimating losses to be recorded for contingent liabilities. |
F-7
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Power generation revenues | $ | 1,266 | $ | 805 | $ | 1,841 | ||||||
Contracted and capacity revenues | 607 | 592 | 612 | |||||||||
Fuel sales and proprietary trading revenues | 29 | 67 | 90 | |||||||||
Power hedging revenues | 368 | 845 | 645 | |||||||||
Total operating revenues | $ | 2,270 | $ | 2,309 | $ | 3,188 | ||||||
F-8
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-9
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-10
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, | ||||||||
2010 | 2009 | |||||||
(in millions) | ||||||||
Funds deposited with the trustee to discharge the GenOn senior secured notes, due 2014(1) | $ | 285 | $ | — | ||||
Funds deposited with the trustee to discharge the GenOn North America senior notes, due 2013(1) | 866 | — | ||||||
Funds deposited with the trustee to defease the PEDFA fixed-rate bonds, due 2036(1) | 394 | — | ||||||
Cash collateral posted(2) | 299 | 84 | ||||||
GenOn North America deposits(3) | — | 124 | ||||||
GenOn Marsh Landing development project cash collateral posted(4) | 106 | 12 | ||||||
Other | 38 | — | ||||||
Total current and noncurrent funds on deposit | 1,988 | 220 | ||||||
Less: Current funds on deposit | 1,834 | 181 | ||||||
Total noncurrent funds on deposit | $ | 154 | $ | 39 | ||||
(1) | See note 6. | |
(2) | Represents cash collateral posted for energy trading and marketing and other operating activities; includes $32 million related to the Potomac River Settlement, see notes 5(c) and 19; includes $34 million of cash under surety bonds posted primarily with the Pennsylvania Department of Environmental Protection related to environmental obligations. | |
(3) | Represents deposits posted under GenOn North America senior secured term loans to support the issuance of letters of credit. These amounts were returned in 2010 as a result of the repayment of the GenOn North America senior secured term loans. | |
(4) | Represents cash-collateralized letters of credit to support the GenOn Marsh Landing development project. |
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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, | ||||||||
2010 | 2009 | |||||||
(in millions) | ||||||||
Fuel inventory: | ||||||||
Fuel oil | $ | 170 | $ | 99 | ||||
Coal | 153 | 52 | ||||||
Natural gas | 1 | — | ||||||
Other | 1 | 1 | ||||||
Materials and supplies | 194 | 66 | ||||||
Purchased emissions allowances | 35 | 23 | ||||||
Total inventories | $ | 554 | $ | 241 | ||||
F-12
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Total interest costs | $ | 260 | $ | 210 | $ | 237 | ||||||
Capitalized and included in property, plant and equipment, net | (6 | ) | (72 | ) | (48 | ) | ||||||
Interest expense | $ | 254 | $ | 138 | $ | 189 | ||||||
F-13
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Balance, January 1 | $ | 29 | $ | 38 | $ | 49 | ||||||
Capitalized(1) | 92 | — | — | |||||||||
Amortized | (9 | ) | (9 | ) | (10 | ) | ||||||
Accelerated amortization/write-offs(1)(2) | (9 | ) | — | (1 | ) | |||||||
Balance, December 31 | $ | 103 | $ | 29 | $ | 38 | ||||||
(1) | See note 6. | |
(2) | Amounts are considered a portion of the net carrying value of the related debt and are expensed when accelerated as a component of debt extinguishments. |
F-14
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-15
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-16
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2. | Merger |
Number of shares of Mirant common stock that would have been issued to RRI Energy stockholders | 125 | |||
Closing price of Mirant common stock on December 3, 2010 | $ | 10.39 | ||
Total | 1,302 | |||
RRI Energy stock options | 3 | |||
Total purchase price | $ | 1,305 | ||
F-17
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Cash and cash equivalents | $ | 717 | ||
Current derivative contract assets | 156 | |||
Inventories | 276 | |||
Other current assets | 303 | |||
Property, plant and equipment | 3,139 | (1) | ||
Intangible assets | 51 | |||
Other noncurrent assets | 271 | |||
Current derivative contract liabilities | (100 | ) | ||
Other current liabilities | (455 | ) | ||
Long-term debt | (1,931 | ) | ||
Pension and postemployment obligations | (105 | ) | ||
Other noncurrent liabilities | (499 | ) | ||
Estimated fair value of net assets acquired | 1,823 | |||
Purchase price | 1,305 | |||
Gain on bargain purchase | $ | 518 | (2) | |
(1) | The valuations of the acquired long-lived assets were primarily based on the income approach, and in particular, discounted cash flow analyses. The income approach was employed for the generating facilities because of the differing age, geographic location, market conditions, asset lives, equipment condition and status of environmental controls of the assets. The discounted cash flows incorporated information based on observable market prices to the extent available and long-term prices derived from proprietary fundamental market modeling. For the generating facilities that were not valued using the income approach, the cost approach was used. The market approach was considered, but was ultimately given no weighting because of many of the factors listed as the primary reasons for application of the income approach as well as a lack of proximity of the observed transactions to the valuation date. | |
(2) | The gain on bargain purchase was recorded in other income in the consolidated statement of operations during 2010. The acquisition is treated as a nontaxable merger for federal income tax purposes and there is no tax deductible goodwill resulting from the Merger. |
F-18
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
• | current dark spreads (the difference between the price received for electricity generated compared to the market price of the coal required to produce the electricity) have decreased significantly in recent years as a result of natural gas prices that are lower compared to historical levels and increased coal prices that are affected by international demand; | |
• | uncertainty related to the nature and timing of environmental regulation, including carbon legislation; and | |
• | certain generating facilities owned by RRI Energy prior to the Merger being located in markets experiencing lower demand for electricity as a result of economic conditions but forecasted to have long-term declining reserve margins. |
2010 | 2009 | |||||||
(in millions, except per share data) | ||||||||
Revenues | $ | 4,166 | $ | 4,115 | ||||
Income (loss) from continuing operations | (752 | ) | 69 | |||||
Net income (loss) | (746 | ) | 951 | |||||
Earnings (loss) per share from continuing operations: | ||||||||
Basic and Diluted EPS | $ | (0.97 | ) | $ | 0.09 | |||
Net income (loss) per share: | ||||||||
Basic and Diluted EPS | $ | (0.97 | ) | $ | 1.24 |
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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
• | amortization of fair value adjustments related to energy-related contracts; | |
• | additional fuel expense related to fair value adjustments of fuel inventories; | |
• | effects of fair value adjustments of property, plant and equipment; effects of fair value adjustments of debt and the issuance of a new revolving credit facility, new senior secured term loan and new senior unsecured notes; and | |
• | adjustments to income taxes for a zero percent rate applied to the pro forma adjustments and historical federal and state deferred tax expense (benefit). |
• | transaction costs of $86 million (including amounts incurred prior to the close of the Merger) because these costs reflect non-recurring charges directly related to the Merger; | |
• | $35 million of severance related to the Merger (see note 3) and $18 million of other merger-related costs; | |
• | write-off of $9 million of unamortized debt issuance costs for the debt refinanced, cash premiums and other transaction costs of the debt refinanced; | |
• | $24 million of expense related to the accelerated vesting of stock-based compensation of former Mirant employees upon the completion of the Merger; | |
• | the gain on bargain purchase; and | |
• | cost savings from operating efficiencies or synergies that could result from the Merger. |
3. | Merger-related Costs |
4. | Financial Instruments |
(a) | Derivatives and Hedging Activities. |
F-20
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Derivative Contract | Derivative Contract | Net Derivative | ||||||||||||||||||
Assets | Liabilities | Contract | ||||||||||||||||||
Current | Long-Term | Current | Long-Term | Assets (Liabilities) | ||||||||||||||||
(in millions) | ||||||||||||||||||||
December 31, 2010 | ||||||||||||||||||||
Commodity Contracts: | ||||||||||||||||||||
Asset management | $ | 564 | $ | 627 | $ | (368 | ) | $ | (117 | ) | $ | 706 | ||||||||
Trading activities | 856 | 70 | (859 | ) | (72 | ) | (5 | ) | ||||||||||||
Total commodity contracts | 1,420 | 697 | (1,227 | ) | (189 | ) | 701 | |||||||||||||
Interest Rate Contracts | — | 19 | — | — | 19 | |||||||||||||||
Total derivatives | $ | 1,420 | $ | 716 | $ | (1,227 | ) | $ | (189 | ) | $ | 720 | ||||||||
December 31, 2009 | ||||||||||||||||||||
Commodity Contracts: | ||||||||||||||||||||
Asset management | $ | 669 | $ | 535 | $ | (404 | ) | $ | (99 | ) | $ | 701 | ||||||||
Trading activities | 747 | 64 | (746 | ) | (64 | ) | 1 | |||||||||||||
Total derivatives | $ | 1,416 | $ | 599 | $ | (1,150 | ) | $ | (163 | ) | $ | 702 | ||||||||
2010 | 2009 | |||||||||||||||
Cost of Fuel, | Cost of Fuel, | |||||||||||||||
Electricity and | Electricity and | |||||||||||||||
Derivatives Not Designated as Hedging Instrument | Revenues | Other Products | Revenues | Other Products | ||||||||||||
(in millions) | ||||||||||||||||
Asset Management Commodity Contracts: | ||||||||||||||||
Unrealized | $ | 50 | $ | (87 | ) | $ | 111 | $ | 49 | |||||||
Realized(1) | 318 | (191 | ) | 745 | (74 | ) | ||||||||||
Total asset management | $ | 368 | $ | (278 | ) | $ | 856 | $ | (25 | ) | ||||||
Trading Commodity Contracts: | ||||||||||||||||
Unrealized | $ | (5 | ) | $ | — | $ | (113 | ) | $ | — | ||||||
Realized(1) | (23 | ) | — | 145 | — | |||||||||||
Total trading | $ | (28 | ) | $ | — | $ | 32 | $ | — | |||||||
Total derivatives | $ | 340 | $ | (278 | ) | $ | 888 | $ | (25 | ) | ||||||
(1) | Represents the total cash settlements of derivative financial instruments during each quarterly reporting period that existed at the beginning of each respective period. |
Recognized in | Location of Gain | Reclassified from | ||||||||||
OCI on Interest | (Loss) Recognized | Accumulated OCI | Recognized in Earnings on | |||||||||
Rate Derivatives | in Income/Loss | into Earnings | Derivative(1)(2) | |||||||||
(in millions) | ||||||||||||
$ | 21 | Interest expense | $ | — | $ | — |
F-21
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(1) | Represents the ineffective portion of the Company’s interest rate swaps classified as cash flow hedges. The assessment of effectiveness excludes the default risk of the counterparties to these transactions and the Company’s own non-performance risk. The effect of these valuation adjustments was a loss of $2 million during 2010 and was recorded in interest expense. | |
(2) | All of the forecasted transactions (future interest payments) were deemed probable of occurring; therefore, no cash flow hedges were discontinued and no amount was recognized in the Company’s results of operations as a result of discontinued cash flow hedges. |
Notional Volumes at December 31, 2010 | ||||||||||||
Derivative | Derivative | Net | ||||||||||
Contract | Contract | Derivative | ||||||||||
Derivative Instrument | Assets | Liabilities | Contracts | |||||||||
(in millions) | ||||||||||||
Commodity Contracts (in equivalent MWh): | ||||||||||||
Power(1) | (25 | ) | (26 | ) | (51 | ) | ||||||
Natural gas | (28 | ) | 29 | 1 | ||||||||
Fuel oil | 2 | (3 | ) | (1 | ) | |||||||
Coal | 10 | 10 | 20 | |||||||||
Interest Rate Contracts (in dollars)(2) | 475 | — | 475 |
Notional Volumes at December 31, 2009 | ||||||||||||
Derivative | Derivative | Net | ||||||||||
Contract | Contract | Derivative | ||||||||||
Derivative Instrument | Assets | Liabilities | Contracts | |||||||||
(in millions) | ||||||||||||
Commodity Contracts (in equivalent MWh): | ||||||||||||
Power(1) | (82 | ) | 38 | (44 | ) | |||||||
Natural gas | (32 | ) | 32 | — | ||||||||
Fuel oil | 3 | (4 | ) | (1 | ) | |||||||
Coal | 1 | (1 | ) | — |
(1) | Includes MWh equivalent of natural gas transactions used to hedge power economically. | |
(2) | Beginning in mid-2013, the notional amount will increase to $500 million. |
(b) | Fair Value Measurements. |
F-22
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-23
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-24
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2010 | ||||||||||||||||
Total | ||||||||||||||||
Level 1(1) | Level 2(1)(2) | Level 3 | Fair Value | |||||||||||||
(in millions) | ||||||||||||||||
Derivative contract assets: | ||||||||||||||||
Commodity Contracts | ||||||||||||||||
Asset Management: | ||||||||||||||||
Power | $ | 1 | $ | 1,140 | $ | 6 | $ | 1,147 | ||||||||
Fuel | 4 | 3 | 37 | 44 | ||||||||||||
Total Asset Management | 5 | 1,143 | 43 | 1,191 | ||||||||||||
Trading Activities | 530 | 385 | 11 | 926 | ||||||||||||
Interest Rate Contracts | — | 19 | — | 19 | ||||||||||||
Total derivative contract assets | $ | 535 | $ | 1,547 | $ | 54 | $ | 2,136 | ||||||||
Derivative contract liabilities: | ||||||||||||||||
Commodity Contracts | ||||||||||||||||
Asset Management: | ||||||||||||||||
Power | $ | 12 | $ | 340 | $ | 4 | $ | 356 | ||||||||
Fuel | 18 | 2 | 109 | 129 | ||||||||||||
Total Asset Management | 30 | 342 | 113 | 485 | ||||||||||||
Trading Activities | 533 | 389 | 9 | 931 | ||||||||||||
Interest Rate Contracts | — | — | — | — | ||||||||||||
Total derivative contract liabilities | $ | 563 | $ | 731 | $ | 122 | $ | 1,416 | ||||||||
Interest-bearing funds(3) | $ | 2,977 | $ | — | $ | — | $ | 2,977 | ||||||||
Other assets(4) | $ | 31 | $ | — | $ | — | $ | 31 |
(1) | Transfers between Level 1 and Level 2 are recognized as of the end of the reporting period. There were no significant transfers during 2010. | |
(2) | Option contracts comprised less than 7% of the Company’s net derivative contract assets. | |
(3) | Represent investments in money market funds and are included in cash and cash equivalents, funds on deposit and other noncurrent assets in the consolidated balance sheet. The Company had $2.385 billion of interest-bearing funds included in cash and cash equivalents, $425 million included in funds on deposit and $167 million included in other noncurrent assets. | |
(4) | Include $13 million inavailable-for-sale securities (shares in a public exchange) and $18 million in trading securities (rabbi trust investments (which are comprised of mutual funds) associated with the Company’s non-qualified deferred compensation plans for key and highly compensated employees). |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2009 | ||||||||||||||||
Total | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
(in millions) | ||||||||||||||||
Derivative contract assets: | ||||||||||||||||
Commodity Contracts | ||||||||||||||||
Asset Management: | ||||||||||||||||
Power | $ | 2 | $ | 1,162 | $ | 14 | $ | 1,178 | ||||||||
Fuel | 11 | 8 | 7 | 26 | ||||||||||||
Total Asset Management | 13 | 1,170 | 21 | 1,204 | ||||||||||||
Trading Activities | 374 | 415 | 22 | 811 | ||||||||||||
Total derivative contract assets | $ | 387 | $ | 1,585 | $ | 43 | $ | 2,015 | ||||||||
Derivative contract liabilities: | ||||||||||||||||
Commodity Contracts | ||||||||||||||||
Asset Management: | ||||||||||||||||
Power | $ | 11 | $ | 475 | $ | 2 | $ | 488 | ||||||||
Fuel | 14 | 1 | — | 15 | ||||||||||||
Total Asset Management | 25 | 476 | 2 | 503 | ||||||||||||
Trading Activities | 368 | 433 | 9 | 810 | ||||||||||||
Total derivative contract liabilities | $ | 393 | $ | 909 | $ | 11 | $ | 1,313 | ||||||||
Interest-bearing funds(1) | $ | 2,121 | $ | — | $ | — | $ | 2,121 |
(1) | Represent investments in money market funds and are included in cash and cash equivalents, funds on deposit and other noncurrent assets in the consolidated balance sheet. The Company had $1.945 billion of interest-bearing funds included in cash and cash equivalents, $137 million included in funds on deposit and $39 million included in other noncurrent assets. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Net Derivatives Contracts (Level 3) | ||||||||||||
Asset | ||||||||||||
Management | Trading | Total | ||||||||||
(in millions) | ||||||||||||
Balance, January 1, 2009 (net asset (liability)) | $ | 24 | $ | 22 | $ | 46 | ||||||
Total gains (losses) realized/unrealized: | ||||||||||||
Included in earnings(1) | (58 | ) | (62 | ) | (120 | ) | ||||||
Purchases, issuances and settlements (net)(2) | 54 | 53 | 107 | |||||||||
Transfers in and out of Level 3(3) | (1 | ) | — | (1 | ) | |||||||
Balance, December 31, 2009 (net asset (liability)) | 19 | 13 | 32 | |||||||||
Acquired and/or assumed in the Merger | 2 | — | 2 | |||||||||
Total gains (losses) realized/unrealized: | ||||||||||||
Included in earnings(1) | 36 | (49 | ) | (13 | ) | |||||||
Purchases, issuances and settlements (net)(2) | (165 | ) | 39 | (126 | ) | |||||||
Transfers in and out of Level 3(3) | 38 | (1 | ) | 37 | ||||||||
Balance, December 31, 2010 (net asset (liability)) | $ | (70 | ) | $ | 2 | $ | (68 | ) | ||||
(1) | Reflects the total gains or losses on contracts included in Level 3 at the beginning of each quarterly reporting period and at the end of each quarterly reporting period, and contracts entered into during each quarterly reporting period that remain at the end of each quarterly reporting period. Also reflects the Company’s coal agreements that were initially recognized at fair value in the second quarter of 2010. | |
(2) | Represents the total cash settlements of contracts during each quarterly reporting period that existed at the beginning of each quarterly reporting period. | |
(3) | Denotes the total contracts that existed at the beginning of each quarterly reporting period and were still held at the end of each quarterly reporting period that were either previously categorized as a higher level for which the inputs to the model became unobservable or assets and liabilities that were previously classified as Level 3 for which the lowest significant input became observable during each quarterly reporting period. Amounts reflect fair value as of the end of each quarterly reporting period. |
2010 | 2009 | |||||||||||||||||||||||
Cost of | Cost of | |||||||||||||||||||||||
Fuel, | Fuel, | |||||||||||||||||||||||
Electricity | Electricity | |||||||||||||||||||||||
Operating | and Other | Operating | and Other | |||||||||||||||||||||
Revenues | Products | Total | Revenues | Products | Total | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Gains (losses) included in income | $ | (28 | ) | $ | (74 | ) | $ | (102 | ) | $ | (22 | ) | $ | 8 | $ | (14 | ) | |||||||
Gains (losses) included in income (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at December 31 | $ | (4 | ) | $ | (66 | ) | $ | (70 | ) | $ | 7 | $ | 7 | $ | 14 |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(c) | Counterparty Credit Concentration Risk. |
December 31, 2010 | ||||||||||||||||||||
Gross Exposure | Net Exposure | |||||||||||||||||||
Before | Before | Exposure Net of | % of Net | |||||||||||||||||
Credit Rating Equivalent | Collateral(1) | Collateral(2) | Collateral(3) | Collateral | Exposure | |||||||||||||||
(dollars in millions) | ||||||||||||||||||||
Clearing and Exchange | $ | 1,078 | $ | 74 | $ | 74 | $ | — | — | |||||||||||
Investment Grade: | ||||||||||||||||||||
Financial institutions | 837 | 729 | — | 729 | 65 | % | ||||||||||||||
Energy companies | 550 | 299 | 2 | 297 | 27 | % | ||||||||||||||
Other | — | — | — | — | — | |||||||||||||||
Non-investment Grade: | ||||||||||||||||||||
Financial institutions | — | — | — | — | — | |||||||||||||||
Energy companies | 31 | 18 | — | 18 | 2 | % | ||||||||||||||
Other | — | — | — | — | — | |||||||||||||||
No External Ratings: | ||||||||||||||||||||
Internally-rated investment grade | 52 | 45 | — | 45 | 4 | % | ||||||||||||||
Internally-rated non-investment grade | 34 | 34 | 8 | 26 | 2 | % | ||||||||||||||
Not internally rated | — | — | — | — | — | |||||||||||||||
Total | $ | 2,582 | $ | 1,199 | $ | 84 | $ | 1,115 | 100 | % | ||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2009 | ||||||||||||||||||||
Gross Exposure | Net Exposure | |||||||||||||||||||
Before | Before | Exposure Net of | % of Net | |||||||||||||||||
Credit Rating Equivalent | Collateral(1) | Collateral(2) | Collateral(3) | Collateral | Exposure | |||||||||||||||
(dollars in millions) | ||||||||||||||||||||
Clearing and Exchange | $ | 790 | $ | 96 | $ | 96 | $ | — | — | |||||||||||
Investment Grade: | ||||||||||||||||||||
Financial institutions | 997 | 646 | 12 | 634 | 81 | % | ||||||||||||||
Energy companies | 497 | 125 | 13 | 112 | 14 | % | ||||||||||||||
Other | — | — | — | — | — | |||||||||||||||
Non-investment Grade: | ||||||||||||||||||||
Financial institutions | — | — | — | — | — | |||||||||||||||
Energy companies | — | — | — | — | — | |||||||||||||||
Other | — | — | — | — | — | |||||||||||||||
No External Ratings: | ||||||||||||||||||||
Internally-rated investment grade | 34 | 27 | — | 27 | 4 | % | ||||||||||||||
Internally-rated non-investment grade | 8 | 8 | — | 8 | 1 | % | ||||||||||||||
Not internally rated | — | — | — | — | — | |||||||||||||||
Total | $ | 2,326 | $ | 902 | $ | 121 | $ | 781 | 100 | % | ||||||||||
(1) | Gross exposure before collateral represents credit exposure, including realized and unrealized transactions, before (a) applying the terms of master netting agreements with counterparties and (b) netting of transactions with clearing brokers and exchanges. The table excludes amounts related to contracts classified as normal purchases/normal sales and non-derivative contractual commitments that are not recorded at fair value in the consolidated balance sheets, except for any related accounts receivable. Such contractual commitments contain credit and economic risk if a counterparty does not perform. Non-performance could have a material adverse effect on the future results of operations, financial condition and cash flows. | |
(2) | Net exposure before collateral represents the credit exposure, including both realized and unrealized transactions, after applying the terms of master netting agreements. | |
(3) | Collateral includes cash and letters of credit received from counterparties. |
(d) | GenOn Credit Risk. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(e) | Fair Values of Other Financial Instruments. |
December 31, | ||||||||||||||||
2010 | 2009 | |||||||||||||||
Carrying | Carrying | |||||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||
(in millions) | ||||||||||||||||
Liabilities: | ||||||||||||||||
Long and short-term debt(1) | $ | 6,081 | $ | 6,095 | $ | 2,631 | $ | 2,559 |
(1) | The fair value of the Company’s long- and short-term debt is estimated using quoted market prices, when available. |
5. | Long-Lived Assets |
(a) | Property, Plant and Equipment, Net. |
December 31, | Depreciable | |||||||||||
2010 | 2009 | Lives (years)(1) | ||||||||||
(in millions) | ||||||||||||
Production | $ | 5,613 | $ | 2,689 | 3 to 54 | |||||||
Leasehold improvements on leased generating facilities | 1,212 | 1,329 | 5 to 34 | |||||||||
Construction work in progress | 172 | 223 | — | |||||||||
Other | 278 | 249 | 2 to 29 | |||||||||
Total | 7,275 | 4,490 | ||||||||||
Accumulated depreciation and amortization | (977 | ) | (857 | ) | ||||||||
Total property, plant and equipment, net | $ | 6,298 | $ | 3,633 | ||||||||
(1) | The Company completed a depreciation study in the first quarter of 2010 for the legacy Mirant generating facilities that resulted in a change to the estimated useful lives of its long-lived assets. The change in useful lives resulted in an increase of approximately $2 million in depreciation and amortization expense during 2010. |
F-30
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Depreciation expense | $ | 212 | $ | 141 | $ | 135 |
(b) | Intangible Assets, Net. |
December 31, 2010 | December 31, 2009 | |||||||||||||||||||
Weighted Average | Gross | Gross | ||||||||||||||||||
Amortization | Carrying | Accumulated | Carrying | Accumulated | ||||||||||||||||
Lives | Amount | Amortization | Amount | Amortization | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Trading rights | 16 years | $ | 15 | $ | (6 | ) | $ | 15 | $ | (4 | ) | |||||||||
Development rights | 33 years | 13 | (2 | ) | 54 | (12 | ) | |||||||||||||
Emissions allowances | 30 years | 120 | (29 | ) | 149 | (39 | ) | |||||||||||||
Acquired contracts | 4 years | 37 | (7 | ) | — | — | ||||||||||||||
Other intangibles | 17 years | 7 | (4 | ) | 14 | (6 | ) | |||||||||||||
Total intangible assets | $ | 192 | $ | (48 | ) | $ | 232 | $ | (61 | ) | ||||||||||
F-31
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Amortization expense | $ | 12 | $ | 8 | $ | 9 |
2011 | $ | 12 | ||
2012 | 8 | |||
2013 | 7 | |||
2014 | 6 | |||
2015 | 4 |
Cost of Fuel, | Operations and | |||||||||||
Operating | Electricity and | Maintenance | ||||||||||
Revenues | Other Products | Expense | ||||||||||
(in millions) | ||||||||||||
2011 | $ | (23 | ) | $ | (42 | ) | $ | (8 | ) | |||
2012 | (11 | ) | (35 | ) | (8 | ) | ||||||
2013 | — | (14 | ) | (8 | ) | |||||||
2014 | — | (9 | ) | (8 | ) | |||||||
2015 | — | (8 | ) | (8 | ) |
(c) | Impairments on Assets Held and Used. |
F-32
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
• | electricity, fuel and emissions prices; | |
• | capacity payments under the RPM provisions of PJM’s tariff; | |
• | costs related to the Montgomery County CO2 emissions levy (Dickerson generating facility); | |
• | costs of CO2 allowances under a potential federalcap-and-trade program and other environmental regulations; | |
• | timing of announced transmission projects; | |
• | timing and extent of generating capacity additions and retirements; and | |
• | future capital expenditure requirements related to the generating facilities. |
F-33
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Value at December 31, 2010 | ||||||||||||||||||||
Quoted Prices in | Significant | |||||||||||||||||||
Active Markets | Significant | Other | ||||||||||||||||||
for | Other | Unobservable | Loss | |||||||||||||||||
Identical Assets | Observable Inputs | Inputs | Included | |||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | in Earnings | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Dickerson generating facility | $ | — | $ | — | $ | 91 | $ | 91 | $ | 462 | ||||||||||
Dickerson intangible assets | — | — | 8 | 8 | 61 | |||||||||||||||
Potomac River generating facility(1) | — | — | 1 | 1 | 42 | |||||||||||||||
Total | $ | — | $ | — | $ | 100 | $ | 100 | $ | 565 | ||||||||||
(1) | The remaining carrying value represents the fair value of the related SO2 and NOx emissions allowances included in property, plant and equipment, net. |
F-34
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-35
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-36
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-37
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Value at December 31, 2009 | ||||||||||||||||||||
Quoted Prices in | Significant | Significant | ||||||||||||||||||
Active Markets | Other | Other | ||||||||||||||||||
for | Observable | Unobservable | Loss | |||||||||||||||||
Identical Assets | Inputs | Inputs | Included | |||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | in Earnings | ||||||||||||||||
(in millions) | ||||||||||||||||||||
Potomac River generating facility | $ | — | $ | — | $ | 37 | $ | 37 | $ | 207 | ||||||||||
Potrero intangible assets | — | — | — | — | 9 | |||||||||||||||
Contra Costa intangible assets | — | — | — | — | 5 | |||||||||||||||
Total | $ | — | $ | — | $ | 37 | $ | 37 | $ | 221 | ||||||||||
(d) | Asset Retirement Obligations. |
F-38
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | 2009 | |||||||
(in millions) | ||||||||
Beginning balance January 1 | $ | 43 | $ | 40 | ||||
Assumed in the Merger | 73 | — | ||||||
Revisions in estimated cash flows | 7 | — | ||||||
Accretion expense | 5 | 3 | ||||||
Ending balance December 31 | $ | 128 | $ | 43 | ||||
F-39
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
6. | Long-Term Debt |
(a) | Overview. |
December 31, 2010 | December 31, 2009 | |||||||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||
Stated | Stated | |||||||||||||||||||||||
Interest | Interest | |||||||||||||||||||||||
Rate(1) | Long-term | Current | Rate(1) | Long-term | Current | |||||||||||||||||||
(in millions, except interest rates) | ||||||||||||||||||||||||
Facilities, Bonds and Notes: | ||||||||||||||||||||||||
GenOn: | ||||||||||||||||||||||||
Senior secured notes, due 2014(2) | 6.75 | % | $ | — | $ | 279 | — | $ | — | $ | — | |||||||||||||
Senior unsecured notes, due 2014 | 7.625 | 575 | — | — | — | — | ||||||||||||||||||
Senior unsecured notes, due 2017 | 7.875 | 725 | — | — | — | — | ||||||||||||||||||
Senior secured term loan, due 2017(3) | 6.00 | 691 | 7 | — | — | — | ||||||||||||||||||
Senior unsecured notes, due 2018(4) | 9.50 | 675 | — | — | — | — | ||||||||||||||||||
Senior unsecured notes, due 2020(4) | 9.875 | 550 | — | — | — | — | ||||||||||||||||||
Unamortized debt discounts | (27 | ) | (2 | ) | — | — | ||||||||||||||||||
GenOn Americas Generation: | ||||||||||||||||||||||||
Senior unsecured notes, due 2011 | 8.30 | — | 535 | 8.30 | % | 535 | — | |||||||||||||||||
Senior unsecured notes, due 2021 | 8.50 | 450 | — | 8.50 | 450 | — | ||||||||||||||||||
Senior unsecured notes, due 2031 | 9.125 | 400 | — | 9.125 | 400 | — | ||||||||||||||||||
Unamortized debt discounts, net | (2 | ) | — | (3 | ) | — | ||||||||||||||||||
GenOn North America: | ||||||||||||||||||||||||
Senior secured term loan | — | — | 2.13 | 303 | 70 | |||||||||||||||||||
Senior notes, due 2013(5) | 7.375 | — | 850 | 7.375 | 850 | — | ||||||||||||||||||
Other: | ||||||||||||||||||||||||
Capital leases, due 2011 to 2015 | 7.375-8.19 | 18 | 4 | 7.375-8.19 | 21 | 5 | ||||||||||||||||||
PEDFA fixed-rate bonds, due 2036(6) | 6.75 | — | 371 | — | — | — | ||||||||||||||||||
Adjustment to fair value of debt(7) | (32 | ) | 14 | — | — | |||||||||||||||||||
Total | $ | 4,023 | $ | 2,058 | $ | 2,556 | $ | 75 | ||||||||||||||||
(1) | The weighted average stated interest rates are at December 31, 2010 and 2009. | |
(2) | These notes were discharged at the closing of the Merger on December 3, 2010 and were redeemed on January 3, 2011 at a call price of 102.25% of the principal amount. | |
(3) | The debt balance on the term loan facility is recorded at GenOn Americas, a direct subsidiary of GenOn Energy Holdings, because GenOn Americas is a co-borrower. | |
(4) | Effective interest rates of 9.87% and 10.2% for senior unsecured notes due 2018 and 2020, respectively. |
F-40
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(5) | These notes were discharged at the closing of the Merger on December 3, 2010 and were redeemed on January 3, 2011 at a call price of 101.844% of the principal amount. | |
(6) | These notes were defeased at 103% of principal plus accrued and unpaid interest to the redemption date in June 2011. The Company expects to redeem these notes when they become redeemable in June 2011. | |
(7) | Debt assumed in the Merger was adjusted to fair value on the Merger date. See note 2. Included in interest expense during 2010 is an insignificant amount of amortization expense for valuation adjustments related to the assumed debt. |
2011 | $ | 2,046 | (1) | |||||
2012 | 11 | |||||||
2013 | 11 | |||||||
2014 | 587 | |||||||
2015 | 12 | |||||||
2016 and thereafter | 3,463 | |||||||
Total | $ | 6,130 | ||||||
(1) | Includes (a) $279 million of GenOn Energy senior secured notes and $850 million of GenOn North America senior notes redeemed on January 3, 2011 and (b) $371 million of PEDFA fixed-rate bonds which will be redeemed in June 2011. |
(b) | Debt Financing Transactions Related to the Merger. |
• | a $700 million seven-year senior secured term loan facility with a rate of LIBOR + 4.25% (with a LIBOR floor of 1.75%); and | |
• | a $788 million five-year senior secured revolving credit facility, with an undrawn rate of 0.75% and a drawn rate of LIBOR + 3.50%. |
F-41
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
• | $675 million of 9.5% senior notes due 2018; and | |
• | $550 million of 9.875% senior notes due 2020. |
F-42
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
F-43
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(c) | Credit Facility, Debt and Capital Leases. |
F-44
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(d) | Sources of Funds. |
F-45
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, | ||||||||
2010 | 2009 | |||||||
(in millions) | ||||||||
GenOn Mid-Atlantic | $ | 3,698 | $ | 4,761 | ||||
REMA | 303 | — | ||||||
GenOn Marsh Landing | 80 | 6 | ||||||
Total restricted net assets | $ | 4,081 | $ | 4,767 | ||||
7. | Income Taxes |
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Current income tax provision (benefit) | $ | (2 | ) | $ | 12 | $ | 2 | |||||
Deferred income tax provision | — | — | — | |||||||||
Provision (benefit) for income taxes | $ | (2 | ) | $ | 12 | $ | 2 | |||||
F-46
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Provision for income taxes based on United States federal statutory income tax rate | $ | (18 | ) | $ | 177 | $ | 426 | |||||
State and local income tax provision, net of federal income taxes | 2 | 29 | 119 | |||||||||
Merger-related write-off of NOL and state and local income tax provision, net of federal income taxes | 168 | — | — | |||||||||
Merger-related write-off of NOL and other deferred tax assets | 748 | — | — | |||||||||
Merger-related costs | 24 | — | — | |||||||||
Effect of equity-related transactions | 22 | 13 | (35 | ) | ||||||||
Reorganization adjustments | 2 | (21 | ) | — | ||||||||
Excess tax deductions related to bankruptcy transactions | — | (17 | ) | — | ||||||||
Change in deferred tax asset valuation allowance | (772 | ) | (170 | ) | (528 | ) | ||||||
Gain on bargain purchase | (181 | ) | — | — | ||||||||
Discontinued operations | — | — | 18 | |||||||||
Other differences, net | 3 | 1 | 2 | |||||||||
Tax provision (benefit) | $ | (2 | ) | $ | 12 | $ | 2 | |||||
December 31, | ||||||||
2010 | 2009 | |||||||
(in millions) | ||||||||
Deferred Tax Assets: | ||||||||
Employee benefits | $ | 140 | $ | 82 | ||||
Reserves | 28 | 14 | ||||||
Loss carryforwards | 928 | 1,167 | ||||||
Property and intangible assets | 553 | 74 | ||||||
Other | 80 | 56 | ||||||
Subtotal | 1,729 | 1,393 | ||||||
Valuation allowance(1) | (1,559 | ) | (1,088 | ) | ||||
Net deferred tax assets | 170 | 305 | ||||||
Deferred Tax Liabilities: | ||||||||
Derivative contracts | (144 | ) | (281 | ) | ||||
Other | (26 | ) | (24 | ) | ||||
Net deferred tax liabilities | (170 | ) | (305 | ) | ||||
Net deferred taxes(1) | $ | — | $ | — | ||||
(1) | The Company acquired $1,243 million of NOLs and other net deferred tax assets, before a complete offset by valuation allowances, of RRI Energy as a result of the Merger. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | 2009 | |||||||
(in millions) | ||||||||
Unrecognized tax benefits, January 1 | $ | 13 | $ | 13 | ||||
Increases based on tax positions related to the current year | — | 3 | ||||||
Settlements | (2 | ) | (3 | ) | ||||
Decrease as a result of IRC § 382 | (12 | ) | — | |||||
Assumed in the Merger | 11 | — | ||||||
Unrecognized tax benefits, December 31 | $ | 10 | $ | 13 | ||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
8. | Employee Benefit Plans |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other | ||||||||||||||||||||||||
Tax-Qualified | Non-Tax-Qualified | Postretirement | ||||||||||||||||||||||
Pension Plans | Pension Plans | Benefit Plans | ||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Change in benefit obligation: | ||||||||||||||||||||||||
Benefit obligation, January 1 | $ | 291 | $ | 286 | $ | 9 | $ | 9 | $ | 57 | $ | 62 | ||||||||||||
Obligations assumed in the Merger | 129 | — | — | — | 68 | — | ||||||||||||||||||
Service cost | 8 | 8 | — | — | 1 | 2 | ||||||||||||||||||
Interest cost | 17 | 15 | 1 | 1 | 2 | 3 | ||||||||||||||||||
Amendments | — | 1 | — | — | — | (2 | ) | |||||||||||||||||
Benefits paid | (11 | ) | (9 | ) | (1 | ) | (1 | ) | (1 | ) | (2 | ) | ||||||||||||
Curtailments | — | — | — | — | (48 | ) | — | |||||||||||||||||
Actuarial (gain) loss | 14 | (10 | ) | 1 | — | (1 | ) | (6 | ) | |||||||||||||||
Benefit obligation, December 31 | $ | 448 | $ | 291 | $ | 10 | $ | 9 | $ | 78 | $ | 57 | ||||||||||||
Change in plan assets: | ||||||||||||||||||||||||
Fair value of plan assets, January 1 | $ | 240 | $ | 206 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Assets acquired in the Merger | 92 | — | — | — | — | — | ||||||||||||||||||
Return on plan assets | 37 | 43 | — | — | — | — | ||||||||||||||||||
Employer contributions | 1 | — | 1 | 1 | 2 | 2 | ||||||||||||||||||
Benefits paid | (11 | ) | (9 | ) | (1 | ) | (1 | ) | (2 | ) | (2 | ) | ||||||||||||
Fair value of plan assets, December 31 | $ | 359 | $ | 240 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Funded Status: | ||||||||||||||||||||||||
Underfunded at measurement date | $ | (89 | ) | $ | (51 | ) | $ | (10 | ) | $ | (9 | ) | $ | (78 | ) | $ | (57 | ) | ||||||
Tax-Qualified | Non-Tax Qualified | Other Postretirement | ||||||||||||||||||||||
Pension Plans | Pension Plans | Benefit Plans | ||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Current liabilities | $ | — | $ | — | $ | (1 | ) | $ | (1 | ) | $ | (5 | ) | $ | (3 | ) | ||||||||
Noncurrent liabilities | (89 | ) | (51 | ) | (9 | ) | (8 | ) | (73 | ) | (54 | ) | ||||||||||||
Total liabilities | $ | (89 | ) | $ | (51 | ) | $ | (10 | ) | $ | (9 | ) | $ | (78 | ) | $ | (57 | ) | ||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Tax-Qualified | Non-Tax-Qualified | Other Postretirement | ||||||||||||||||||||||
Pension Plans | Pension Plans | Benefit Plans | ||||||||||||||||||||||
Prior | Prior | Prior | ||||||||||||||||||||||
Net | Service | Net | Service | Net | Service | |||||||||||||||||||
(Loss) Gain | (Cost) Credit | (Loss) Gain | (Cost) Credit | (Loss) Gain | (Cost) Credit | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Balance, December 31, 2008 | $ | (93 | ) | $ | (2 | ) | $ | (2 | ) | $ | (2 | ) | $ | (16 | ) | $ | 26 | |||||||
Deferred Benefits | 33 | (1 | ) | — | — | 5 | 3 | |||||||||||||||||
Amortization | 1 | — | 1 | — | 1 | (6 | ) | |||||||||||||||||
Total amount recognized in other comprehensive income | 34 | (1 | ) | 1 | — | 6 | (3 | ) | ||||||||||||||||
Balance, December 31, 2009 | $ | (59 | ) | $ | (3 | ) | $ | (1 | ) | $ | (2 | ) | $ | (10 | ) | $ | 23 | |||||||
Deferred Benefits | — | — | (1 | ) | 1 | 14 | (2 | ) | ||||||||||||||||
Amortization | 1 | — | — | — | (1 | ) | (6 | ) | ||||||||||||||||
Total amount recognized in other comprehensive loss | 1 | — | (1 | ) | 1 | 13 | (8 | ) | ||||||||||||||||
Balance, December 31, 2010 | $ | (58 | ) | $ | (3 | ) | $ | (2 | ) | $ | (1 | ) | $ | 3 | $ | 15 | ||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other Postretirement | ||||||||||||||||||||||||
Pension Plans | Benefit Plans | |||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Service cost | $ | 8 | $ | 8 | $ | 8 | $ | 1 | $ | 2 | $ | 1 | ||||||||||||
Interest cost | 18 | 16 | 15 | 2 | 3 | 3 | ||||||||||||||||||
Expected return of plan assets | (23 | ) | (22 | ) | (17 | ) | — | — | — | |||||||||||||||
Net amortization(1) | 1 | 2 | 1 | (7 | ) | (5 | ) | (5 | ) | |||||||||||||||
Curtailments | — | — | (1 | ) | (37 | ) | — | (4 | ) | |||||||||||||||
Net periodic benefit cost (credit) | $ | 4 | $ | 4 | $ | 6 | $ | (41 | ) | $ | — | $ | (5 | ) | ||||||||||
(1) | Net amortization amount includes prior service cost and actuarial gains or losses. |
Other Postretirement | ||||||||||||||||
Pension Plan | Benefit Plans | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Discount rate | 5.12 | % | 5.62 | % | 4.80 | % | 5.62 | % | ||||||||
Rate of compensation increase | 2.81 | % | 2.99 | % | 3.00 | % | 3.50 | % |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | 2009 | |||||||
Assumed medical inflation for next year: | ||||||||
Before age 65 | 8.00 | % | 9.00 | % | ||||
Age 65 and after | 8.20 | % | 8.50 | % | ||||
Assumed ultimate medical inflation rate | 5.50 | % | 5.00 | % | ||||
Year in which ultimate rate is reached | 2018 | 2017 |
Other Postretirement | ||||||||||||||||||||||||
Pension Plans | Benefit Plans | |||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||
Discount rate | 5.36 | % | 5.40 | % | 6.12 | % | 5.03 | % | 5.37 | % | 6.06 | % | ||||||||||||
Rate of compensation increase | 2.98 | % | 3.37 | % | 3.64 | % | 3.23 | % | 3.00 | % | 3.00 | % | ||||||||||||
Expected long-term rate of return on plan assets | 8.20 | % | 8.50 | % | 8.50 | % | N/A | N/A | N/A |
2010 | 2009 | 2008 | ||||||||||
Assumed medical inflation for next year: | ||||||||||||
Before age 65 | 8.40 | % | 8.50 | % | 8.00 | % | ||||||
Age 65 and after | 8.20 | % | 8.50 | % | 9.50 | % | ||||||
Assumed ultimate medical inflation rate | 5.30 | % | 5.00 | % | 5.00 | % | ||||||
Year in which ultimate rate is reached | 2017 | 2018 | 2015 |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Target Allocations | Percentage of Fair Value of Plan Assets at December 31, | |||||||||||||||
Mirant | RRI Energy | 2010 | 2009 | |||||||||||||
Domestic stocks | 50 | % | 35 | % | 45 | % | 51 | % | ||||||||
International stocks | 20 | 25 | 22 | 20 | ||||||||||||
Global stocks | — | 10 | 3 | — | ||||||||||||
Fixed income securities | 30 | 30 | 29 | 28 | ||||||||||||
Cash | — | — | 1 | 1 | ||||||||||||
Total | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||
Asset Class | Index | |
Domestic stocks | Dow Jones U.S. Total Stock Market Index Russell 1000 Index Russell 2000 Index S&P 500 Index MSCI U.S. Broad Market Index | |
International stocks | MSCI All Country World Ex-U.S. Index Europe, Australia and Far East Index MSCI Emerging Markets Index FTSE All-World ex-U.S. Index | |
Global stocks | MSCI All Country World Index | |
Fixed income securities | Barclays Capital Aggregate Bond Index |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Other | ||||||||||||||
for Identical | Observable | Unobservable | ||||||||||||||
Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
(in millions) | ||||||||||||||||
Asset Categories: | ||||||||||||||||
Cash and cash equivalents | $ | 1 | $ | 2 | $ | — | $ | 3 | ||||||||
Investment Funds: | ||||||||||||||||
Domestic stocks(1) | 72 | 90 | — | 162 | ||||||||||||
International stocks(2) | 60 | 20 | — | 80 | ||||||||||||
Global stocks(3) | 10 | — | — | 10 | ||||||||||||
Fixed income securities(4) | 27 | 77 | — | 104 | ||||||||||||
Total | $ | 170 | $ | 189 | $ | — | $ | 359 | ||||||||
(1) | Comprised of large-cap stocks (approximately 75%) and small-cap stocks (approximately 25%). | |
(2) | Comprised of large-cap stocks (approximately 75%) and multi-cap stocks (approximately 25%). | |
(3) | Comprised of both foreign and domestic multi-cap stocks. | |
(4) | Comprised primarily of U.S. corporate bonds (approximately 50%) and U.S. government bonds (approximately 45%). |
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Other | ||||||||||||||
for Identical | Observable | Unobservable | ||||||||||||||
Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
(in millions) | ||||||||||||||||
Asset Categories: | ||||||||||||||||
Cash equivalents | $ | — | $ | 3 | $ | — | $ | 3 | ||||||||
Investment Funds: | ||||||||||||||||
Domestic stocks(1) | 36 | 84 | — | 120 | ||||||||||||
International stocks(2) | 32 | 17 | — | 49 | ||||||||||||
Fixed income securities(3) | — | 68 | — | 68 | ||||||||||||
Total | $ | 68 | $ | 172 | $ | — | $ | 240 | ||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(1) | Level 1 stocks are comprised of small-cap growth stocks and Level 2 stocks are comprised of large-cap stocks. | |
(2) | Comprised of large-cap stocks (approximately 65%) and multi-cap stocks (approximately 35%). | |
(3) | Comprised of U.S. government securities (approximately 43%) and corporate bonds (approximately 57%). |
Other Postretirement | ||||||||||||||||
Pension Plans | Benefits Plans | |||||||||||||||
Non-Tax | Before Medicare | After Medicare | ||||||||||||||
Tax-Qualified | Qualified | Subsidy | Subsidy | |||||||||||||
(in millions) | ||||||||||||||||
2011 | $ | 17 | $ | 1 | $ | 5 | $ | 5 | ||||||||
2012 | 18 | 1 | 6 | 6 | ||||||||||||
2013 | 20 | 1 | 6 | 6 | ||||||||||||
2014 | 21 | 1 | 6 | 6 | ||||||||||||
2015 | 23 | 1 | 6 | 6 | ||||||||||||
2016 through 2020 | 150 | 3 | 28 | 27 |
Fixed Profit | Discretionary | |||||||||||
Matching | Sharing | Profit Sharing | ||||||||||
(in millions) | ||||||||||||
2010 | $ | 6 | $ | 2 | $ | 4 | ||||||
2009 | 5 | 2 | 3 | |||||||||
2008 | 5 | 2 | 2 |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
9. | Stock-Based Compensation |
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Compensation expense from accelerated vesting of Mirant’s stock-based compensation awards upon closing of the Merger | $ | 24 | $ | — | $ | — | ||||||
Service condition stock-based compensation expense | 16 | 24 | 21 | |||||||||
Performance condition stock-based compensation expense | — | — | 5 | |||||||||
Modification expense(1) | 1 | — | — | |||||||||
Total compensation expense (pre-tax) | $ | 41 | $ | 24 | $ | 26 | ||||||
Income tax effect (includes effect of the valuation allowance) | $ | — | $ | — | $ | — |
(1) | Represents modification expense for the vested stock options for Edward R. Muller, Chairman and Chief Executive Officer, which were modified such that the exercise period for the awards coincides with the expiration date. |
• | all outstanding Mirant stock options vested, converted into options covering GenOn common stock (with the number of shares subject to such options and the per share exercise price appropriately |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
adjusted based on the Exchange Ratio) and remain outstanding, subject to the same terms and conditions as otherwise applied prior to the Merger; and |
• | restricted stock units vested in full, settled in Mirant common stock and converted into GenOn common stock based on the Exchange Ratio (with cash paid in lieu of fractional shares). |
• | stock options vested in full, converted into options covering GenOn common stock and remain outstanding subject to the same terms and conditions as otherwise applied prior to the Merger; | |
• | restricted stock units vested and settled in GenOn common stock; and | |
• | cash units vested and settled in cash. |
2010 | 2009 | 2008 | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
Range | Average | Range | Average | Range | Average | |||||||||||||||||||
Expected volatility | 39.3 | % | 39.3 | % | 48-59 | % | 58.9 | % | 31-43 | % | 31.2 | % | ||||||||||||
Expected dividends | — | % | — | % | — | % | — | % | — | % | — | % | ||||||||||||
Expected term for service condition awards | 6 years | 6 years | 6 years | 6 years | 3.5 years | 3.5 years | ||||||||||||||||||
Risk-free rate | 3.1 | % | 3.1 | % | 2.6-2.9 | % | 2.6 | % | 2.1-2.9 | % | 2.1 | % |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | ||||||||||||||||
Weighted | Weighted | |||||||||||||||
Average | Average Remaining | Aggregate | ||||||||||||||
Number | Exercise | Contractual | Intrinsic | |||||||||||||
of Shares | Price | Term (Years) | Value | |||||||||||||
(in millions) | ||||||||||||||||
Stock Options | ||||||||||||||||
Outstanding at January 1 | 11,454,427 | $ | 8.48 | 6.1 | $ | 6 | ||||||||||
Granted | 2,696,541 | $ | 4.66 | |||||||||||||
Assumed in the Merger(1) | 6,394,871 | $ | 12.27 | |||||||||||||
Exercised | (384,381 | ) | $ | 3.67 | ||||||||||||
Forfeited | (146,952 | ) | $ | 4.70 | ||||||||||||
Expired | (2,046,363 | ) | $ | 10.30 | ||||||||||||
Outstanding at December 31 | 17,968,143 | $ | 9.19 | 4.7 | $ | 1 | ||||||||||
Exercisable at December 31, 2010 | 17,968,143 | $ | 9.19 | 4.7 | $ | 1 | ||||||||||
(1) | Upon completion of the Merger, RRI Energy’s stock options vested in full, converted into options covering GenOn common stock, and remain outstanding subject to the same terms and conditions as otherwise applied prior to the Merger. |
2010 | 2009 | 2008 | ||||||||||
(in millions, except per unit amounts) | ||||||||||||
Weighted average grant date fair value of the stock options granted | $ | 4.66 | $ | 2.08 | $ | 3.35 | ||||||
Proceeds from exercise of stock options | 1 | — | 17 | |||||||||
Intrinsic value of exercised stock options | — | — | — | |||||||||
Tax benefits realized | — | (1) | — | (1) | — | (1) |
(1) | None realized as a result of the Company’s net operating loss carryforwards. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | ||||||||
Weighted | ||||||||
Average | ||||||||
Grant | ||||||||
Number | Date Fair | |||||||
Restricted Stock Shares and Restricted Stock Units | of Shares | Value | ||||||
Outstanding at January 1 | 4,499,650 | $ | 5.27 | |||||
Granted | 5,183,669 | $ | 4.22 | |||||
Vested | (7,314,604 | ) | $ | 5.03 | ||||
Forfeited | (126,183 | ) | $ | 4.56 | ||||
Outstanding at December 31 | 2,242,532 | $ | 3.67 | |||||
Weighted average period over which the nonvested restricted stock shares and restricted stock units is expected to be recognized | 2 years |
2010 | 2009 | 2008 | ||||||||||
(in millions, except per unit amounts) | ||||||||||||
Weighted average grant date fair value of restricted stock shares and restricted stock units granted | $ | 4.22 | $ | 3.72 | $ | 13.02 | ||||||
Fair value of vested restricted stock shares and restricted stock units | 27 | 7 | 20 |
10. | Commitments and Contingencies |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(a) | Commitments. |
Off-Balance Sheet Arrangements and Contractual Obligations by Year | ||||||||||||||||||||||||||||
Total | 2011 | 2012 | 2013 | 2014 | 2015 | >5 Years | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
GenOn Mid-Atlantic operating leases | $ | 1,730 | $ | 134 | $ | 132 | $ | 138 | $ | 131 | $ | 110 | $ | 1,085 | ||||||||||||||
REMA operating leases | 882 | 63 | 56 | 64 | 64 | 56 | 579 | |||||||||||||||||||||
Other operating leases | 227 | 72 | 34 | 25 | 20 | 17 | 59 | |||||||||||||||||||||
Fuel commitments | 1,343 | 789 | 345 | 209 | — | — | — | |||||||||||||||||||||
Commodity transportation commitments | 652 | 72 | 80 | 63 | 65 | 66 | 306 | |||||||||||||||||||||
LTSA commitments | 441 | 12 | 7 | 11 | 29 | 8 | 374 | |||||||||||||||||||||
Maryland Healthy Air Act | 155 | 155 | — | — | — | — | — | |||||||||||||||||||||
GenOn Marsh Landing | 475 | 216 | 239 | 19 | 1 | — | — | |||||||||||||||||||||
Other | 592 | 365 | 47 | 46 | 39 | 36 | 59 | |||||||||||||||||||||
Total commitments | $ | 6,497 | $ | 1,878 | $ | 940 | $ | 575 | $ | 349 | $ | 293 | $ | 2,462 | ||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(b) | Cash Collateral. |
December 31, | ||||||||
2010 | 2009 | |||||||
(in millions) | ||||||||
Cash collateral posted—energy trading and marketing | $ | 220 | $ | 41 | ||||
Cash collateral posted—other operating activities | 45 | 43 | ||||||
Total | $ | 265 | $ | 84 | ||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(c) | Guarantees. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, | ||||||||
2010 | 2009 | |||||||
(in millions) | ||||||||
Letters of credit—rent reserves | $ | 133 | $ | 101 | ||||
Letters of credit—Marsh Landing development project | 106 | 12 | ||||||
Letters of credit—energy trading and marketing | 96 | 51 | ||||||
Letters of credit—other operating activities | 38 | 47 | ||||||
Surety bonds(1) | 50 | 5 | ||||||
Total | $ | 423 | $ | 216 | ||||
(1) | Includes $34 million of cash under surety bonds posted primarily with the Pennsylvania Department of Environmental Protection related to environmental obligations. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. | Dispositions |
12. | Earnings Per Share |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | 2009 | 2008 | ||||||||||
(in millions, except per share data) | ||||||||||||
Income (loss) from continuing operations | $ | (50 | ) | $ | 494 | $ | 1,215 | |||||
Income from discontinued operations | — | — | 50 | |||||||||
Net income (loss) | $ | (50 | ) | $ | 494 | $ | 1,265 | |||||
Basic and diluted | ||||||||||||
Weighted average shares outstanding—basic | 441 | 411 | 527 | |||||||||
Shares from assumed exercise of warrants and options | — | (1) | — | 37 | ||||||||
Shares from assumed vesting of restricted stock and restricted stock units | — | (1) | 1 | 1 | ||||||||
Weighted average shares outstanding—diluted | 441 | 412 | 565 | |||||||||
Basic EPS | ||||||||||||
EPS from continuing operations | $ | (0.11 | ) | $ | 1.20 | $ | 2.31 | |||||
EPS from discontinued operations | — | — | 0.09 | |||||||||
Basic EPS | $ | (0.11 | ) | $ | 1.20 | $ | 2.40 | |||||
Diluted EPS | ||||||||||||
EPS from continuing operations | $ | (0.11 | ) | $ | 1.20 | $ | 2.15 | |||||
EPS from discontinued operations | — | — | 0.09 | |||||||||
Diluted EPS | $ | (0.11 | ) | $ | 1.20 | $ | 2.24 | |||||
(1) | As the Company incurred a loss from continuing operations for 2010, diluted loss per share is calculated the same as basic loss per share. |
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Series A Warrants(1) | 76 | 76 | 19 | |||||||||
Series B Warrants(1) | 20 | 20 | 5 | |||||||||
Stock options | 13 | 11 | 5 | |||||||||
Restricted stock and restricted stock units | 3 | 2 | 1 | |||||||||
Total number of antidilutive shares | 112 | 109 | 30 | |||||||||
(1) | These warrants expired January 3, 2011. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
13. | Stockholders’ Equity |
Common Stock | ||||
(shares in millions) | ||||
At January 1, 2008 | 629 | |||
Shares repurchased | (246 | ) | ||
Transactions under stock plans | 4 | |||
Issued for warrants | 23 | |||
At December 31, 2008 | 410 | |||
Shares repurchased | (1 | ) | ||
Transactions under stock plans | 2 | |||
Issued for warrants | — | |||
At December 31, 2009 | 411 | |||
Shares repurchased | (3 | ) | ||
Transactions under stock plans | 8 | |||
Issued for warrants | — | |||
Issued in connection with the Merger(1) | 355 | |||
At December 31, 2010 | 771 | |||
(1) | Represents RRI Energy’s outstanding common stock including restricted stock awards which vested upon completion of the Merger. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
14. | Bankruptcy Related Disclosures |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
15. | Variable Interest Entities |
December 31, | ||||||||
2010 | 2009 | |||||||
(in millions) | ||||||||
Current assets | $ | 36 | $ | 39 | ||||
Current liabilities | (36 | ) | (39 | ) |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Operations and maintenance | $ | — | $ | 1 | $ | 16 |
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Cash provided by operating activities | $ | — | $ | 5 | $ | 20 | ||||||
Cash used in investing activities | — | (5 | ) | (20 | ) |
16. | Segment Reporting |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Western | Energy | Other | ||||||||||||||||||||||||||
Eastern PJM | PJM/MISO | California | Marketing | Operations | Eliminations | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
2010: | ||||||||||||||||||||||||||||
Operating revenues(1) | $ | 1,710 | $ | 118 | $ | 149 | $ | 54 | $ | 239 | $ | — | $ | 2,270 | ||||||||||||||
Cost of fuel, electricity and other products(2) | 698 | 75 | 23 | 28 | 139 | — | 963 | |||||||||||||||||||||
Gross margin (excluding depreciation and amortization) | 1,012 | 43 | 126 | 26 | 100 | — | 1,307 | |||||||||||||||||||||
Operating Expenses: | ||||||||||||||||||||||||||||
Operations and maintenance | 495 | 45 | 78 | 9 | 219 | (3) | — | 846 | ||||||||||||||||||||
Depreciation and amortization | 142 | 9 | 31 | 1 | 41 | — | 224 | |||||||||||||||||||||
Impairment losses(4) | 1,153 | — | — | — | 28 | (616 | ) | 565 | ||||||||||||||||||||
Gain on sales of assets, net | (3 | ) | — | — | — | (1 | ) | — | (4 | ) | ||||||||||||||||||
Total operating expenses, net | 1,787 | 54 | 109 | 10 | 287 | (616 | ) | 1,631 | ||||||||||||||||||||
Operating income (loss) | $ | (775 | ) | $ | (11 | ) | $ | 17 | $ | 16 | $ | (187 | ) | $ | 616 | $ | (324 | ) | ||||||||||
Total assets | $ | 4,832 | $ | 3,846 | $ | 664 | $ | 2,771 | $ | 7,016 | (5) | $ | (3,855 | ) | $ | 15,274 | ||||||||||||
Capital expenditures | $ | 232 | $ | 13 | $ | 40 | $ | — | $ | 19 | $ | — | $ | 304 |
(1) | Includes unrealized gains of $80 million for Eastern PJM and unrealized losses of $27 million, $5 million and $3 million for Western PJM/MISO, Energy Marketing and Other Operations, respectively. | |
(2) | Includes unrealized losses of $73 million, $16 million and $3 million for Eastern PJM, Other Operations and Energy Marketing, respectively, and unrealized gains of $5 million for Western PJM/MISO. | |
(3) | Includes $114 million of merger-related costs and $24 million related to the accelerated vesting of Mirant’s stock-based compensation as a result of the Merger. | |
(4) | Includes impairment loss of goodwill of $616 million recorded at GenOn Mid-Atlantic on its stand alone balance sheet. The goodwill does not exist at GenOn’s consolidated balance sheet. As such, the goodwill impairment loss is eliminated upon consolidation. | |
(5) | Includes the Company’s equity method investment in Sabine Cogen, LP of $23 million. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Western | Energy | Other | ||||||||||||||||||||||||||
Eastern PJM | PJM/MISO | California | Marketing | Operations | Eliminations | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
2009: | ||||||||||||||||||||||||||||
Operating revenues(1) | $ | 1,778 | $ | — | $ | 154 | $ | 62 | $ | 318 | $ | (3 | ) | $ | 2,309 | |||||||||||||
Cost of fuel, electricity and other products(2) | 527 | — | 32 | 8 | 143 | — | 710 | |||||||||||||||||||||
Gross margin (excluding depreciation and amortization) | 1,251 | — | 122 | 54 | 175 | (3 | ) | 1,599 | ||||||||||||||||||||
Operating Expenses: | ||||||||||||||||||||||||||||
Operations and maintenance | 434 | — | 78 | 11 | 86 | — | 609 | |||||||||||||||||||||
Depreciation and amortization | 98 | — | 22 | 1 | 28 | — | 149 | |||||||||||||||||||||
Impairment losses(3) | 385 | — | 14 | — | 5 | (183 | ) | 221 | ||||||||||||||||||||
Gain on sales of assets, net | (14 | ) | — | — | — | (4 | ) | (4 | ) | (22 | ) | |||||||||||||||||
Total operating expenses, net | 903 | — | 114 | 12 | 115 | (187 | ) | 957 | ||||||||||||||||||||
Operating income | $ | 348 | $ | — | $ | 8 | $ | 42 | $ | 60 | $ | 184 | $ | 642 | ||||||||||||||
Total assets | $ | 5,807 | $ | — | $ | 144 | $ | 2,782 | $ | 2,941 | $ | (2,146 | ) | $ | 9,528 | |||||||||||||
Capital expenditures | $ | 578 | $ | — | $ | 7 | $ | 2 | $ | 89 | $ | — | $ | 676 |
(1) | Includes unrealized gains of $136 million for Eastern PJM and unrealized losses of $113 million and $25 million for Energy Marketing and Other Operations, respectively. | |
(2) | Includes unrealized gains of $8 million and $41 million for Eastern PJM and Other Operations, respectively. | |
(3) | Includes $183 million impairment loss of goodwill recorded at GenOn Mid-Atlantic on its standalone balance sheet. The goodwill does not exist at GenOn’s consolidated balance sheet. As such, the goodwill impairment loss is eliminated upon consolidation. |
Western | Energy | Other | ||||||||||||||||||||||||||
Eastern PJM | PJM/MISO | California | Marketing | Operations | Eliminations | Total | ||||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||||
2008: | ||||||||||||||||||||||||||||
Operating revenues(1) | $ | 2,279 | $ | — | $ | 186 | $ | 102 | $ | 617 | $ | 4 | $ | 3,188 | ||||||||||||||
Cost of fuel, electricity and other products(2) | 565 | — | 59 | (1 | ) | 438 | (2 | ) | 1,059 | |||||||||||||||||||
Gross margin (excluding depreciation and amortization) | 1,714 | — | 127 | 103 | 179 | 6 | 2,129 | |||||||||||||||||||||
Operating Expenses: | ||||||||||||||||||||||||||||
Operations and maintenance | 412 | — | 76 | 10 | 169 | — | 667 | |||||||||||||||||||||
Depreciation and amortization | 92 | — | 23 | 1 | 28 | — | 144 | |||||||||||||||||||||
Loss (gain) on sales of assets, net | (8 | ) | — | (7 | ) | — | (32 | ) | 8 | (39 | ) | |||||||||||||||||
Total operating expenses | 496 | — | 92 | 11 | 165 | 8 | 772 | |||||||||||||||||||||
Operating income | $ | 1,218 | $ | — | $ | 35 | $ | 92 | $ | 14 | $ | (2 | ) | $ | 1,357 | |||||||||||||
Total assets | $ | 5,620 | $ | — | $ | 181 | $ | 4,717 | $ | 3,147 | (3) | $ | (2,977 | ) | $ | 10,688 | ||||||||||||
Capital expenditures | $ | 641 | $ | — | $ | 6 | $ | 1 | $ | 83 | $ | — | $ | 731 |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(1) | Includes unrealized gains of $685 million, $120 million and $35 million for Eastern PJM, Energy Marketing and Other Operations, respectively. | |
(2) | Includes unrealized losses of $9 million and $45 million for Eastern PJM and Other Operations, respectively. | |
(3) | Includes the Company’s equity method investment in MC Asset Recovery, LLC of $(3) million. |
2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Operating income (loss) for all segments | $ | (324 | ) | $ | 642 | $ | 1,357 | |||||
Gain on bargain purchase | (518 | ) | — | — | ||||||||
Interest expense | 254 | 138 | 189 | |||||||||
Interest income | (1 | ) | (3 | ) | (70 | ) | ||||||
Equity in income of affiliates | — | (1) | 1 | (2) | 16 | (2) | ||||||
Other, net | (7 | ) | — | 5 | ||||||||
Income (loss) from continuing operations before income taxes | $ | (52 | ) | $ | 506 | $ | 1,217 | |||||
(1) | Relates to the Company’s investment under the equity method in Sabine Cogen, LP which is included in Other Operations. | |
(2) | Relates to the Company’s investment under the equity method in MC Asset Recovery which is included in Other Operations. |
17. | Quarterly Financial Data (Unaudited) |
Quarters Ended | ||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2010 | 2010 | 2010 | 2010(1) | |||||||||||||
(in millions except per share data) | ||||||||||||||||
Operating revenues | $ | 880 | (2) | $ | 244 | (3) | $ | 775 | (4) | $ | 371 | (5) | ||||
Cost of fuel, electricity and other products | $ | 207 | (2) | $ | 272 | (3) | $ | 247 | (4) | $ | 237 | (5) | ||||
Operating income (loss) | $ | 458 | $ | (212 | )(6) | $ | 304 | $ | (874 | ) | ||||||
Net income (loss) | $ | 407 | $ | (263 | ) | $ | 254 | $ | (448 | )(7) | ||||||
Weighted average shares outstanding—basic | 412 | 412 | 412 | 525 | ||||||||||||
Net income (loss) per weighted average shares outstanding—basic | $ | 0.99 | $ | (0.64 | ) | $ | 0.62 | $ | (0.85 | ) | ||||||
Weighted average shares outstanding—diluted | 413 | 412 | 413 | 525 | ||||||||||||
Net income (loss) per weighted average shares outstanding—diluted | $ | 0.99 | $ | (0.64 | ) | $ | 0.62 | $ | (0.85 | ) |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Quarters Ended | ||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2009 | 2009 | 2009 | 2009 | |||||||||||||
(in millions except per share data) | ||||||||||||||||
Operating revenues | $ | 878 | (8) | $ | 496 | (9) | $ | 454 | (10) | $ | 481 | (11) | ||||
Cost of fuel, electricity and other products | $ | 271 | (8) | $ | 150 | (9) | $ | 162 | (10) | $ | 127 | (11) | ||||
Operating income (loss) | $ | 424 | $ | 198 | (12) | $ | 90 | $ | (70 | )(13) | ||||||
Net income (loss) | $ | 380 | $ | 163 | $ | 55 | $ | (104 | ) | |||||||
Weighted average shares outstanding—basic | 410 | 411 | 411 | 411 | ||||||||||||
Net income (loss) per weighted average shares outstanding—basic | $ | 0.93 | $ | 0.40 | $ | 0.13 | (0.25 | ) | ||||||||
Weighted average shares outstanding—diluted | 410 | 412 | 413 | 411 | ||||||||||||
Net income (loss) per weighted average shares outstanding—diluted | $ | 0.93 | $ | 0.40 | $ | 0.13 | $ | (0.25 | ) |
(1) | Includes results from RRI Energy’s operations after the Merger. See note 2. | |
(2) | Includes unrealized gains of $363 million in operating revenues and unrealized losses of $11 million in cost of fuel, electricity and other products primarily as a result of decreases in energy prices in the quarter. | |
(3) | Includes unrealized losses of $231 million in operating revenues and unrealized losses of $109 million in cost of fuel, electricity and other products primarily as a result of increases in energy prices and the recognition of many of the coal agreements at fair value in the quarter. | |
(4) | Includes unrealized gains of $154 million in operating revenues and unrealized gains of $13 million in cost of fuel, electricity and other products primarily as a result of decreases in energy prices and increases in coal prices in the quarter. | |
(5) | Includes unrealized losses of $241 million in operating revenues and unrealized gains of $20 million in cost of fuel, electricity and other products primarily as a result of increases in energy prices in the quarter. | |
(6) | Includes $37 million as a result of a curtailment gain resulting from an amendment to the Company’s postretirement healthcare benefits plan covering Eastern PJM union employees. See note 8. | |
(7) | Includes impairment losses of $565 million related to the Dickerson and Potomac River generating facilities, $114 million in merger-related costs and $24 million related to the accelerated vesting of Mirant’s stock-based compensation as a result of the Merger, offset in part by a gain on bargain purchase of $518 million related to the Merger. See note 2. | |
(8) | Includes unrealized gains of $255 million in operating revenues and unrealized losses of $1 million in cost of fuel, electricity and other products primarily as a result of decreases in energy prices in the quarter. | |
(9) | Includes unrealized losses of $44 million in operating revenues and unrealized gains of $30 million in cost of fuel, electricity and other products primarily as a result of increases in energy prices in the quarter. | |
(10) | Includes unrealized losses of $193 million in operating revenues and unrealized gains of $19 million in cost of fuel, electricity and other products primarily as a result of increases in energy prices in the quarter. | |
(11) | Includes unrealized losses of $20 million in operating revenues and unrealized gains of $1 million in cost of fuel, electricity and other products primarily as a result of increases in energy prices in the quarter. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(12) | Includes a reduction in operations and maintenance expense of $62 million related to the MC Asset Recovery settlement with Southern Company in 2009, including $52 million for the reimbursement of funds provided to MC Asset Recovery and costs incurred related to MC Asset Recovery not previously reimbursed and a $10 million reversal of accruals for future funding to MC Asset Recovery. | |
(13) | Includes $207 million in impairment losses related to the Potomac River generating facility. |
18. | Litigation and Other Contingencies |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
19. | Settlements and Other Charges |
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2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Operating income | $ | — | $ | 63 | $ | 18 | ||||||
Other (Income) Expense, net: | ||||||||||||
Equity (earnings) losses of subsidiaries (includes gain on bargain purchase of $518 million) | 43 | (437 | ) | (1,161 | ) | |||||||
Interest income—nonaffiliate | — | (2 | ) | (53 | ) | |||||||
Interest income—affiliate | (12 | ) | — | (1 | ) | |||||||
Interest expense—nonaffiliate | 21 | — | — | |||||||||
Other, net | — | (1 | ) | — | ||||||||
Total other (income) expense, net | 52 | (440 | ) | (1,215 | ) | |||||||
Income (loss) from continuing operations before income taxes | (52 | ) | 503 | 1,233 | ||||||||
Provision (benefit) for income taxes | (2 | ) | 9 | 3 | ||||||||
Income (loss) from continuing operations | (50 | ) | 494 | 1,230 | ||||||||
Income from discontinued operations, net | — | — | 35 | |||||||||
Net income (loss) | $ | (50 | ) | $ | 494 | $ | 1,265 | |||||
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December 31, | ||||||||
2010 | 2009 | |||||||
(in millions) | ||||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 577 | $ | 1,523 | ||||
Funds on deposit | 319 | — | ||||||
Receivables, net | 6 | — | ||||||
Receivable from affiliates, net | 106 | — | ||||||
Notes receivables—affiliate | 3,238 | 16 | ||||||
Total current assets | 4,246 | 1,539 | ||||||
Noncurrent Assets: | ||||||||
Investments in affiliates | 3,125 | 2,747 | ||||||
Notes receivables—affiliate | 1,003 | — | ||||||
Other | 106 | 36 | ||||||
Total noncurrent assets | 4,234 | 2,783 | ||||||
Total Assets | $ | 8,480 | $ | 4,322 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Current portion of long-term debt | $ | 279 | $ | — | ||||
Accounts payable and accrued liabilities | 37 | 1 | ||||||
Payable to affiliates | — | 6 | ||||||
Taxes payable | 28 | — | ||||||
Other | 33 | — | ||||||
Total current liabilities | 377 | 7 | ||||||
Noncurrent Liabilities: | ||||||||
Long term debt, net of current portion | 2,473 | — | ||||||
Total noncurrent liabilities | 2,473 | — | ||||||
Commitments and Contingencies | ||||||||
Stockholders’ Equity: | ||||||||
Preferred stock, par value $.001 per share, authorized 125,000,000 shares, no shares issued at December 31, 2010 and 2009 | — | — | ||||||
Common stock, par value $.001 per share, authorized 2.0 billion shares, issued 770,857,530 shares and 410,924,221 shares at December 31, 2010 and 2009, respectively | 1 | — | ||||||
Additional paid-in capital | 7,432 | 6,096 | ||||||
Accumulated deficit | (1,778 | ) | (1,728 | ) | ||||
Accumulated other comprehensive loss | (25 | ) | (53 | ) | ||||
Total stockholders’ equity | 5,630 | 4,315 | ||||||
Total Liabilities and Stockholders’ Equity | $ | 8,480 | $ | 4,322 | ||||
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2010 | 2009 | 2008 | ||||||||||
(in millions) | ||||||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net cash provided by (used in) operating activities | $ | (39 | ) | $ | 165 | $ | 357 | |||||
Cash Flows from Investing Activities: | ||||||||||||
Cash acquired from RRI Energy, Inc. | 689 | — | — | |||||||||
Issuance of notes receivables — affiliate | (1,049 | ) | (94 | ) | (53 | ) | ||||||
Cash retained by GenOn Energy Holdings | (1,432 | ) | — | — | ||||||||
Capital contributions to subsidiaries | — | (4 | ) | (304 | ) | |||||||
Restricted cash | (286 | ) | — | — | ||||||||
Net cash used in investing activities | (2,078 | ) | (98 | ) | (357 | ) | ||||||
Cash Flows from Financing Activities: | ||||||||||||
Proceeds from issuance of long-term debt | 1,203 | — | — | |||||||||
Debt issuance costs | (25 | ) | — | — | ||||||||
Share repurchases | (11 | ) | (4 | ) | (2,761 | ) | ||||||
Issuance (repayment) of debt — affiliate | 3 | (1 | ) | (27 | ) | |||||||
Proceeds from exercises of stock options and warrants | 1 | — | 18 | |||||||||
Net cash provided by (used in) financing activities | 1,171 | (5 | ) | (2,770 | ) | |||||||
Net Increase (Decrease) in Cash and Cash Equivalents | (946 | ) | 62 | (2,770 | ) | |||||||
Cash and Cash Equivalents, beginning of year | 1,523 | 1,461 | 4,231 | |||||||||
Cash and Cash Equivalents, end of year | $ | 577 | $ | 1,523 | $ | 1,461 | ||||||
Supplemental Disclosures: | ||||||||||||
Cash paid for interest, net of amounts capitalized | $ | 60 | $ | — | $ | — | ||||||
Cash paid for income taxes (net of refunds received) | $ | (1 | ) | $ | 6 | $ | — | |||||
Supplemental Disclosures for Non-Cash Investing and Financing Activities: | ||||||||||||
Conversion to equity of notes receivables from subsidiaries | $ | (87 | ) | $ | (159 | ) | $ | (13 | ) | |||
Conversion to equity of notes payable to subsidiaries | $ | 3 | $ | — | $ | 93 |
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1. | Background and Basis of Presentation |
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2. | Long-Term Debt |
2011 | $ | 279 | (1) | |
2012 | — | |||
2013 | — | |||
2014 | 575 | |||
2015 | — | |||
2016 and thereafter | 1,950 | |||
Total | $ | 2,804 | ||
(1) | Represents GenOn Energy, Inc. senior secured notes redeemed on January 3, 2011. |
3. | Commitments and Contingencies |
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December 31, 2010, 2009 and 2008 | ||||||||||||||||||||
Additions | ||||||||||||||||||||
Balance at | Charged | Charged to | Balance at | |||||||||||||||||
Beginning | to | Other | End | |||||||||||||||||
Description | of Period | Income | Accounts | Deductions(1) | of Period | |||||||||||||||
(in millions) | ||||||||||||||||||||
Provision for uncollectible accounts (current) | ||||||||||||||||||||
2010 | $ | 4 | $ | 8 | $ | — | $ | (5 | ) | $ | 7 | |||||||||
2009 | 13 | 9 | — | (18 | ) | 4 | ||||||||||||||
2008 | 12 | 3 | 2 | (4 | ) | 13 | ||||||||||||||
Provision for uncollectible accounts (noncurrent) | ||||||||||||||||||||
2010 | $ | 11 | $ | 18 | $ | — | $ | (14 | ) | $ | 15 | |||||||||
2009 | 42 | 13 | — | (44 | ) | 11 | ||||||||||||||
2008 | 6 | 41 | (2 | ) | (3 | ) | 42 |
(1) | Deductions in 2010 and 2009 consisted primarily of reversals of credit reserves for derivative contract assets. Deductions in 2008 consisted primarily of reductions in or write-offs of allowances for uncollectible accounts and notes receivable. |
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3. | Exhibit Index |
Exhibit | ||
No. | Exhibit Name | |
2.1 | Agreement and Plan of Merger by and among RRI Energy, Inc., RRI Energy Holdings, Inc. and Mirant Corporation, dated at April 11, 2010 (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report onForm 8-K filed April 12, 2010) | |
2.2 | Letter Agreement dated at April 30, 2009 re: Effectiveness of the Closing of the Membership Interest Purchase Agreement by and between Reliant Energy, Inc. and NRG Retail LLC, dated at February 28, 2009 (Incorporated herein by reference to Exhibit 2.4 to the Registrant’s Quarterly Report onForm 10-Q filed May 11, 2009) | |
2.3 | Letter Agreement dated at April 28, 2009 re: Sections 3.2(i), 7.12, 7.13(b) and 7.20 of the Membership Interest Purchase Agreement by and between Reliant Energy, Inc. and NRG Retail LLC, dated at February 28, 2009 (Incorporated herein by reference to Exhibit 2.3 to the Registrant’s Quarterly Report onForm 10-Q filed May 11, 2009) | |
2.4 | Letter Agreement dated at April 9, 2009 re: Section 7.9(iv) of the Membership Interest Purchase Agreement by and between Reliant Energy, Inc. and NRG Retail LLC, dated at February 28, 2009 (Incorporated herein by reference to Exhibit 2.2 to the Registrant’s Quarterly Report onForm 10-Q filed May 11, 2009) | |
2.5 | Letter Agreement dated at March 24, 2009 re: Section 7.11 of the Membership Interest Purchase Agreement by and between Reliant Energy, Inc. and NRG Retail LLC, dated at February 28, 2009 (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Quarterly Report onForm 10-Q filed May 11, 2009) | |
2.6† | LLC Membership Interest Purchase Agreement by and between Reliant Energy, Inc. and NRG Retail LLC, dated at February 28, 2009 (Incorporated herein by reference to Exhibit 2.4 to the Registrant’s Annual Report onForm 10-K filed March 2, 2009) | |
2.7† | Asset Purchase Agreement for Bighorn Power Plant by and among Reliant Energy Wholesale Generation, LLC, Reliant Energy Asset Management, LLC and Nevada Power Company, dated at April 21, 2008 (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Quarterly ReportForm 10-Q filed May 1, 2008) | |
2.8 | Amendment No. 1 to Asset Purchase Agreement for Bighorn Power Plant by and among Reliant Energy Wholesale Generation, LLC, Reliant Energy Asset Management, LLC and Nevada Power Company, dated at May 12, 2008 (Incorporated herein by reference to Exhibit 2.2 to the Registrant’s Quarterly Report onForm 10-Q filed August 5, 2008) | |
2.9† | Asset Purchase Agreement by and among Reliant Energy Channelview LP, Reliant Energy Services Channelview LLC and GIM Channelview Cogeneration, LLC, entered into June 9, 2008 and dated at April 3, 2008 (Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Quarterly Report onForm 10-Q filed August 5, 2008) | |
2.10 | Purchase and Sale Agreement between Mirant International Investments, Inc. and Marubeni Caribbean Power Holdings, Inc., dated at April 17, 2007 (Incorporated herein by reference to Exhibit 2.1 to the Mirant Corporation Current Report onForm 8-K filed April 18, 2007) | |
2.11 | Purchase and Sale Agreement by and between Mirant Americas, Inc. and LS Power Acquisition Co. I, LLC, dated at January 15, 2007 (Incorporated herein by reference to Exhibit 2.1 to the Mirant Corporation Current Report onForm 8-K filed January 18, 2007) | |
2.12 | Stock and Note Purchase Agreement by and among Mirant Asia-Pacific Ventures, Inc., Mirant Asia-Pacific Holdings, Inc., Mirant Sweden International AB (publ), and Tokyo Crimson Energy Holdings Corporation, dated at December 11, 2006 (Incorporated herein by reference to Exhibit 2.1 to the Mirant Corporation Current Report onForm 8-K filed December 13, 2006) | |
3.1 | Third Restated Certificate of Incorporation of Registrant (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report onForm 10-Q filed August 2, 2007) | |
3.2 | Certificate of Amendment to the Third Restated Certificate of Incorporation of Registrant, dated at December 3, 2010 (Incorporated herein by reference to Exhibit 4.1 to the Registrant’sForm S-8 filed December 3, 2010) |
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Exhibit | ||
No. | Exhibit Name | |
3.3 | Seventh Amended and Restated Bylaws of Registrant, dated at December 3, 2010 (Incorporated herein by reference to Exhibit 4.2 to the Registrant’sForm S-8 filed with the Securities and Exchange Commission on December 3, 2010) | |
4.1 | Specimen Stock Certificate (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement onForm S-1/A Amendment No. 5, RegistrationNo. 333-48038) | |
4.2 | Rights Agreement between Reliant Resources, Inc. and The Chase Manhattan Bank, as Rights Agent, including a form of Rights Certificate, dated at January 15, 2001 (Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement onForm S-1/A Amendment No. 8, RegistrationNo. 333-48038) | |
4.3 | Amendment No. 1 to Rights Agreement, by and between RRI Energy, JPMorgan Chase Bank, N.A., and Computershare Trust Company, N.A., dated at November 23, 2010 (Incorporated herein by reference to the Registrant’s Current Report onForm 8-K filed November 23, 2010) | |
4.4 | Senior Indenture among Reliant Energy, Inc. and Wilmington Trust Company, dated at December 22, 2004 (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed December 27, 2004, FileNo. 001-16455) | |
4.5 | First Supplemental Indenture relating to the 6.75% Senior Secured notes due 2014, among Reliant Energy, Inc., the Guarantors listed therein and Wilmington Trust Company, dated at December 22, 2004 (Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report onForm 8-K filed December 27, 2004, FileNo. 001-16455) | |
4.6 | Second Supplemental Indenture relating to the 6.75% Senior Secured notes due 2014, among Reliant Energy, Inc., the Guarantors listed therein and Wilmington Trust Company, dated at September 21, 2006 (Incorporated herein by reference to Exhibit 4.18 to the Registrant’s Annual Report onForm 10-K filed February 28, 2007) | |
4.7 | Third Supplemental Indenture relating to the 6.75% Senior Secured notes due 2014, among Reliant Energy, Inc., the Guarantors listed therein and Wilmington Trust Company, dated at December 1, 2006 (Incorporated herein by reference to Exhibit 4.3 to the Registrant’s Current Report onForm 8-K filed December 7, 2006) | |
4.8 | Sixth Supplemental Indenture relating to the 6.75% Senior Secured notes due 2014, among RRI Energy, Inc., The Guarantors listed therein and Wilmington Trust Company, dated at June 1, 2009 (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report onForm 10-Q filed November 5, 2009) | |
4.9 | Seventh Supplemental Indenture relating to the 6.75% Senior Secured notes due 2014, among RRI Energy, Inc., the Guarantors listed therein and Wilmington Trust Company, dated at August 20, 2009 (Incorporated herein by reference to Exhibit 99.1 to the Registrant’s Current Report onForm 8-K filed August 24, 2009) | |
4.10 | Eighth Supplemental Indenture relating to the 6.75% Senior Secured notes due 2014, among RRI Energy, Inc., the Guarantors listed therein and Wilmington Trust Company, dated at December 1, 2009 (Incorporated herein by reference to Exhibit 4.9 to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
4.11 | Indenture between Orion Power Holdings, Inc. and Wilmington Trust Company, dated at April 27, 2000 (Incorporated herein by reference to Exhibit 4.1 to the Orion Power Holdings, Inc. Registration Statement onForm S-1, RegistrationNo. 333-44118) | |
4.12 | Fourth Supplemental Indenture relating to the 7.625% Senior notes due 2014, among Reliant Energy, Inc., the Guarantors listed therein and Wilmington Trust Company, dated at June 13, 2007 (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report onForm 8-K filed June 15, 2007) | |
4.13 | Fifth Supplemental Indenture relating to the 7.875% Senior notes due 2017, among Reliant Energy, Inc., the Guarantors listed therein and Wilmington Trust Company, dated at June 13, 2007 (Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report onForm 8-K filed June 15, 2007) |
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Exhibit | ||
No. | Exhibit Name | |
4.14 | Indenture between Mirant Americas Generation, Inc. and Bankers Trust Company, as trustee, relating to Senior Notes, dated at May 1, 2001 (Incorporated herein by reference to Exhibit 4.1 to the Mirant Americas Generation, Inc. Registration Statement onForm S-4, RegistrationNo. 333-63240) | |
4.15 | Second Supplemental Indenture relating to Senior Notes 8.300% due 2011, dated at May 1, 2001 (Incorporated herein by reference to Exhibit 4.3 to the Mirant Americas Generation, Inc. Registration Statement onForm S-4, RegistrationNo. 333-63240) | |
4.16 | Third Supplemental Indenture from Mirant Americas Generation, Inc. to Bankers Trust Company, relating to 9.125% Senior Notes due 2031, dated at May 1, 2001 (Incorporated herein by reference to Exhibit 4.4 to the Mirant Americas Generation, Inc. Registration Statement onForm S-4, RegistrationNo. 333-63240) | |
4.17 | Fifth Supplemental Indenture from Mirant Americas Generation, Inc. to Bankers Trust Company, dated at October 9, 2001 (Incorporated herein by reference to Exhibit 4.6 to the Mirant Americas Generation, Inc. Registration Statement onForm S-4/A Amendment No. 1, RegistrationNo. 333-85124) | |
4.18 | Form of Sixth Supplemental Indenture from Mirant Americas Generation LLC to Bankers Trust Company, dated at November 1, 2001 (Incorporated herein by reference to Exhibit 4.6 to the Mirant Corporation Annual Report onForm 10-K filed February 27, 2009) | |
4.19 | Form of Seventh Supplemental Indenture from Mirant Americas Generation LLC to Wells Fargo Bank National Association, dated at January 3, 2006 (Incorporated herein by reference to Exhibit 4.1 to the Mirant Americas Generation, LLC Quarterly Report onForm 10-Q filed May 14, 2007) | |
4.20 | Senior Note Indenture between Mirant North America, LLC, Mirant North America Escrow, LLC, MNA Finance Corp. and Law Debenture Trust Company of New York, as trustee (Incorporated herein by reference to Exhibit 4.2 to the Mirant Corporation Annual Report onForm 10-K filed March 14, 2006) | |
4.21 | Form of 8.625% Series A Pass Through Certificate (Incorporated herein by reference to Exhibit 4.1 to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.22 | Form of 9.125% Series B Pass Through Certificate (Incorporated herein by reference to Exhibit 4.2 to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.23 | Form of 10.060% Series C Pass Through Certificate (Incorporated herein by reference to Exhibit 4.3 to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.24(a) | Pass Through Trust Agreement A between Southern Energy Mid-Atlantic, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, dated at December 18, 2000 (Incorporated herein by reference to Exhibit 4.4(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.24(b) | Schedule identifying substantially identical agreement to Pass Through Trust Agreement A (Incorporated herein by reference to Exhibit 4.4(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.25(a) | Participation Agreement (L1) among Southern Energy Mid-Atlantic, LLC, as Lessee, Dickerson OL1 LLC, as Owner Lessor, Wilmington Trust Company, as Owner Manager, SEMA OP3 LLC, as Owner Participant and State Street Bank and Trust Company of Connecticut, National Association, as Lease Indenture Trustee and as Pass Through Trustee, dated at December 18, 2000 (Incorporated herein by reference to Exhibit 4.5(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.25(b) | Schedule identifying substantially identical agreements to Participation Agreement (Incorporated herein by reference to Exhibit 4.5(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) |
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Exhibit | ||
No. | Exhibit Name | |
4.26(a) | Participation Agreement (L1) among Southern Energy Mid-Atlantic, LLC, as Lessee, Morgantown OL1 LLC, as Owner Lessor, Wilmington Trust Company, as Owner Manager, SEMA OP1 LLC, as Owner Participant and State Street Bank and Trust Company of Connecticut, National Association, as Lease Indenture Trustee and as Pass Through Trustee, dated at December 18, 2000 (Incorporated herein by reference to Exhibit 4.6a to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.26(b) | Schedule identifying substantially identical agreement to Participation Agreement (Incorporated herein by reference to Exhibit 4.6(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.27(a) | Facility Lease Agreement (L1) between Southern Energy Mid-Atlantic, LLC, as Facility Lessee, and Dickerson OL1 LLC, as Owner Lessor, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 4.7(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.27(b) | Schedule identifying substantially identical agreement to Facility Lease Agreement (Incorporated herein by reference to Exhibit 4.7(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.28(a) | Facility Lease Agreement (L1) between Southern Energy Mid-Atlantic, LLC, as Facility Lessee, and Morgantown OL1 LLC, as Owner Lessor, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 4.8(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.28(b) | Schedule identifying substantially identical agreement to Facility Lease Agreement (Incorporated herein by reference to Exhibit 4.8(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.29(a) | Indenture of Trust, Mortgage and Security Agreement (L1) between Dickerson OL1 LLC, as Lessor, and State Street Bank and Trust Company of Connecticut, National Association, as Lease Indenture Trustee, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 4.9(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.29(b) | Schedule identifying substantially identical agreement to Indenture of Trust, Mortgage and Security Agreement (Incorporated herein by reference to Exhibit 4.9(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.30(a) | Indenture of Trust, Mortgage and Security Agreement (L1) between Morgantown OL1 LLC, as Lessor, and State Street Bank and Trust Company of Connecticut, National Association, as Lease Indenture Trustee, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 4.10(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.30(b) | Schedule identifying substantially identical agreement to Indenture of Trust, Mortgage and Security Agreement (Incorporated herein by reference to Exhibit 4.10(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.31(a) | Series A Lessor Note Due June 20, 2012 for Dickerson OL1 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 4.11(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.31(b) | Schedule identifying substantially identical Lessor Notes (Incorporated herein by reference to Exhibit 4.11(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.32(a) | Series A Lessor Note Due June 30, 2008, for Morgantown OL1 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 4.12(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.32(b) | Schedule identifying substantially Series A Lessor Notes (Incorporated herein by reference to Exhibit 4.12(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) |
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No. | Exhibit Name | |
4.33(a) | Series B Lessor Note Due June 30, 2015, for Dickerson OL1 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 4.13(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.33(b) | Schedule identifying substantially Lessor Note (Incorporated herein by reference to Exhibit 4.13(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.34(a) | Series B Lessor Note Due June 30, 2017, for Morgantown OL1 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 4.14(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.34(b) | Schedule identifying substantially identical Lessor Notes (Incorporated herein by reference to Exhibit 4.14(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.35(a) | Series C Lessor Note Due June 30, 2020, for Morgantown OL1 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 4.15(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.35(b) | Schedule identifying substantially identical Lessor Notes (Incorporated herein by reference to Exhibit 4.15(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
4.36(a) | Supplemental Pass Through Trust Agreement A between Mirant Mid-Atlantic, LLC, and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, dated at June 29, 2001 (Incorporated herein by reference to Exhibit 4.17(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4/A RegistrationNo. 333-61668) | |
4.36(b) | Schedule identifying substantially identical agreements to Supplemental Pass Through Trust Agreement for Supplemental Pass Through Trust Agreement B between Mirant Mid-Atlantic, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, dated at June 29, 2001, and Supplemental Pass Through Trust Agreement C between Mirant Mid-Atlantic, LLC and State Street Bank and Trust Company of Connecticut, National Association, as Pass Through Trustee, dated at June 29, 2001 (Incorporated herein by reference to Exhibit 4.17(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4/A, RegistrationNo. 333-61668) | |
4.37 | Senior Notes Indenture, relating to the 9.5% Senior Notes Due 2018 and the 9.875% Senior Notes Due 2020, by GenOn Escrow Corp. and Wilmington Trust Company as trustee, dated at October 4, 2010 (Incorporated by reference to Exhibit 4.4 to the Mirant Corporation Quarterly Report onForm 10-Q filed November 5, 2010) | |
4.38 | Supplemental Indenture, relating to the 9.5% Senior Notes due 2018 and the 9.875% Senior Notes Due 2020, by GenOn Energy, Inc. and Wilmington Trust Company as trustee, dated at December 3, 2010 (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report onForm 8-K filed December 7, 2010) | |
10.1.1(a) | Master Separation Agreement between Reliant Resources, Inc. and Reliant Energy, Incorporated, dated at December 31, 2000 (Incorporated herein by reference to Exhibit 10.1 to the CenterPoint Energy Houston Electric, LLC Quarterly Report onForm 10-Q filed May 14, 2001, FileNo. 001-03187) | |
10.1.1(b) | Schedule to Master Separation Agreement between Reliant Resources, Inc. and Reliant Energy, Incorporated, dated at December 31, 2000 (Incorporated herein by reference to Exhibit 10.1B to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.2(a) | Tax Allocation Agreement between Reliant Resources, Inc. and Reliant Energy, Incorporated, dated at December 31, 2000 (Incorporated herein by reference to Exhibit 10.8 to the CenterPoint Energy Houston Electric, LLC Quarterly Report onForm 10-Q filed May 14, 2001, FileNo. 001-03187) |
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Exhibit | ||
No. | Exhibit Name | |
10.1.2(b) | Exhibit to Tax Allocation Agreement between Reliant Resources, Inc. and Reliant Energy, Incorporated, dated at December 31, 2000 (Incorporated herein by reference to Exhibit 10.2B to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.3 | Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2001A, Reliant Energy, Inc., the Subsidiary Guarantors defined therein and J.P. Morgan Trust Company, National Association, as trustee, dated at December 22, 2004 (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report onForm 8-K filed December 27, 2004, FileNo. 001-16455) | |
10.1.4(a) | Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2002A, among Reliant Energy, Inc., the Subsidiary Guarantors defined therein and J.P. Morgan Trust Company, National Association, as trustee, dated at December 22, 2004 (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report onForm 8-K filed December 27, 2004, FileNo. 001-16455) | |
10.1.4(b) | Exhibit C Form of Supplement to Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2002A, among Reliant Energy, Inc., the Subsidiary Guarantors defined therein and J.P. Morgan Trust Company, National Association, as trustee, dated at December 22, 2004 (Incorporated herein by reference to Exhibit 10.5B to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.5(a) | Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2002B, among Reliant Energy, Inc., the Subsidiary Guarantors defined therein and J.P. Morgan Trust Company, National Association, as trustee, dated at December 22, 2004 (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report onForm 8-K filed December 27, 2004, FileNo. 001-16455) | |
10.1.5(b) | Exhibit C Form of Supplement to Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2002B, among Reliant Energy, Inc., the Subsidiary Guarantors defined therein and J.P. Morgan Trust Company, National Association, as trustee, dated at December 22, 2004 (Incorporated herein by reference to Exhibit 10.6B to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.6(a) | Exhibit C Form of Supplement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2003A, among Reliant Energy, Inc., the Subsidiary Guarantors defined therein and J.P. Morgan Trust Company, National Association, as trustee, dated at December 22, 2004 (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Current Report onForm 8-K filed December 27, 2004, FileNo. 001-16455) | |
10.1.6(b) | Exhibit C Form of Supplement to Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2003A, among Reliant Energy, Inc., the Subsidiary Guarantors defined therein and J.P. Morgan Trust Company, National Association, as trustee, dated at December 22, 2004 (Incorporated herein by reference to Exhibit 10.7B to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.7(a) | Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2004A, among Reliant Energy, Inc., the Subsidiary Guarantors defined therein and J.P. Morgan Trust Company, National Association, as trustee, dated at December 22, 2004 (Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Current Report onForm 8-K filed December 27, 2004, FileNo. 001-16455) |
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Exhibit | ||
No. | Exhibit Name | |
10.1.7(b) | Exhibit C Form of Supplement to Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2004A, among Reliant Energy, Inc., the Subsidiary Guarantors defined therein and J.P. Morgan Trust Company, National Association, as trustee, dated at December 22, 2004 (Incorporated herein by reference to Exhibit 10.8B to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.8 | Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2001A, among Reliant Energy Power Supply, LLC, Reliant Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and J.P. Morgan Trust Company, National Association, as trustee, dated at September 21, 2006 (Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Annual Report onForm 10-K filed February 28, 2007) | |
10.1.9 | Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2002A, among Reliant Energy Power Supply, LLC, Reliant Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and J.P. Morgan Trust Company, National Association, as trustee, dated at September 21, 2006 (Incorporated herein by reference to Exhibit 10.15 to the Registrant’s Annual Report onForm 10-K filed February 28, 2007) | |
10.1.10 | Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2002B, among Reliant Energy Power Supply, LLC, Reliant Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and J.P. Morgan Trust Company, National Association, as trustee, dated at September 21, 2006 (Incorporated herein by reference to Exhibit 10.16 to the Registrant’s Annual Report onForm 10-K filed February 28, 2007) | |
10.1.11 | Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2003A, among Reliant Energy Power Supply, LLC, Reliant Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and J.P. Morgan Trust Company, National Association, as trustee, dated at September 21, 2006 (Incorporated herein by reference to Exhibit 10.17 to the Registrant’s Annual Report onForm 10-K filed February 28, 2007) | |
10.1.12 | Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2004A, among Reliant Energy Power Supply, LLC, Reliant Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and J.P. Morgan Trust Company, as trustee, dated at September 21, 2006 (Incorporated herein by reference to Exhibit 10.18 to the Registrant’s Annual Report onForm 10-K filed February 28, 2007) | |
10.1.13 | Second Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2001A, among Reliant Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Trust Company, N.A., as trustee, dated at December 1, 2006 (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report onForm 8-K filed December 7, 2006) | |
10.1.14 | Second Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2002A, among Reliant Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Trust Company, N.A., as trustee, dated at December 1, 2006 (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report onForm 8-K filed December 7, 2006) |
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Exhibit | ||
No. | Exhibit Name | |
10.1.15 | Second Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2002B, among Reliant Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Trust Company, N.A., as trustee, dated at December 1, 2006 (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report onForm 8-K filed December 7, 2006) | |
10.1.16 | Second Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2003A, among Reliant Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Trust Company, N.A., as trustee, dated at December 1, 2006 (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report onForm 8-K filed December 7, 2006) | |
10.1.17 | Third Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2004A, among Reliant Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Trust Company, N.A., as trustee, dated at December 1, 2006 (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Current Report onForm 8-K filed December 7, 2006) | |
10.1.18 | Third Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2001A, among RRI Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Trust Company, N.A., as trustee, dated at June 1, 2009 (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report onForm 10-Q filed November 5, 2009) | |
10.1.19 | Third Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2002A, among RRI Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Trust Company, N.A., as trustee, dated at June 1, 2009 (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report onForm 10-Q filed November 5, 2009) | |
10.1.20 | Third Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2002B, among RRI Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Trust Company, N.A., as trustee, dated at June 1, 2009 (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report onForm 10-Q filed November 5, 2009) | |
10.1.21 | Third Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2003A, among RRI Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Trust Company, N.A., as trustee, dated at June 1, 2009 (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report onForm 10-Q filed November 5, 2009) | |
10.1.22 | Fourth Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenue Bonds (Reliant Energy Seward, LLC Project), Series 2004A, among RRI Energy, Inc., the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Trust Company, N.A., as trustee, dated at June 1, 2009 (Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report onForm 10-Q filed November 5, 2009) |
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Exhibit | ||
No. | Exhibit Name | |
10.1.23 | Fourth Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenues Bonds (Reliant Energy Seward, LLC Project), Series 2002A, among RRI Energy, Inc. the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Mellon Trust Company, N.A., as trustee, dated at August 20, 2009 (Incorporated herein by reference to Exhibit 99.3 to the Registrant’s Current Report onForm 8-K filed August 24, 2009) | |
10.1.24 | Fourth Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenues Bonds (Reliant Energy Seward, LLC Project), Series 2002B, among RRI Energy, Inc. the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Mellon Trust Company, N.A., as trustee, dated at August 20, 2009 (Incorporated herein by reference to Exhibit 99.4 to the Registrant’s Current Report onForm 8-K filed August 24, 2009) | |
10.1.25 | Fourth Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenues Bonds (Reliant Energy Seward, LLC Project), Series 2003A, among RRI Energy, Inc. the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Mellon Trust Company, N.A., as trustee, dated at August 20, 2009 (Incorporated herein by reference to Exhibit 99.5 to the Registrant’s Current Report onForm 8-K filed August 24, 2009) | |
10.1.26 | Fifth Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenues Bonds (Reliant Energy Seward, LLC Project), Series 2004A, among RRI Energy, Inc. the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Mellon Trust Company, N.A., as trustee, dated at August 20, 2009 (Incorporated herein by reference to Exhibit 99.6 to the Registrant’s Current Report onForm 8-K filed August 24, 2009) | |
10.1.27 | Fifth Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenues Bonds (Reliant Energy Seward, LLC Project), Series 2001A, among RRI Energy, Inc. the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Mellon Trust Company, N.A., as trustee, dated at December 1, 2009 (Incorporated herein by reference to Exhibit 10.29 to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.28 | Fifth Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenues Bonds (Reliant Energy Seward, LLC Project), Series 2002A, among RRI Energy, Inc. the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Mellon Trust Company, N.A., as trustee, dated at December 1, 2009 (Incorporated herein by reference to Exhibit 10.30 to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.29 | Fifth Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenues Bonds (Reliant Energy Seward, LLC Project), Series 2002B, among RRI Energy, Inc. the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Mellon Trust Company, N.A., as trustee, dated at December 1, 2009 (Incorporated herein by reference to Exhibit 10.31 to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.30 | Fifth Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenues Bonds (Reliant Energy Seward, LLC Project), Series 2003A, among RRI Energy, Inc. the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Mellon Trust Company, N.A., as trustee, dated at December 1, 2009 (Incorporated herein by reference to Exhibit 10.32 to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) |
F-99
Table of Contents
Exhibit | ||
No. | Exhibit Name | |
10.1.31 | Sixth Supplemental Guarantee Agreement relating to Pennsylvania Economic Development Financing Authority’s Exempt Facilities Revenues Bonds (Reliant Energy Seward, LLC Project), Series 2004A, among RRI Energy, Inc. the Subsidiary Guarantors as defined in the Guarantee Agreement and The Bank of New York Mellon Trust Company, N.A., as trustee, dated at December 1, 2009 (Incorporated herein by reference to Exhibit 10.33 to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.32(a) | Credit and Guaranty Agreement among Reliant Energy, Inc., as Borrower, the Other Loan Parties referred to therein as guarantors, the lenders party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P., Merrill Lynch Capital Corporation, and ABN AMRO Bank N.V., as Joint Bookrunners with respect to the Revolving Credit Facility and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P., Merrill Lynch Capital Corporation and Bear Sterns & Co. Inc., as Joint Bookrunners with respect to the Pre-Funded L/C Facility, dated at June 12, 2007 (Incorporated herein by reference to Exhibit 1.1 to the Registrant’s Current Report onForm 8-K filed June 15, 2007) | |
10.1.32(b)† | Exhibits and Schedules to Credit and Guaranty Agreement among Reliant Energy, Inc., as Borrower, the Other Loan Parties referred to therein as guarantors, the lenders party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P., Merrill Lynch Capital Corporation and ABN AMRO Bank N.V., as Joint Bookrunners with respect to the Revolving Credit Facility and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P., Merrill Lynch Capital Corporation, and Bear Sterns & Co. Inc., as Joint Bookrunners with respect to the Pre-Funded L/C Facility, dated at June 12, 2007 (Incorporated herein by reference to Exhibit 10.34B to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.33 | Schedule identifying substantially identical agreements to Pass Through Trust Agreement constituting Exhibit 10.1.35 (Incorporated herein by reference to Exhibit 4.4b to the RRI Energy Mid-Atlantic Power Holdings, LLC Registration Statement onForm S-4, RegistrationNo. 333-51464) | |
10.1.34 | Participation Agreement among Conemaugh Lessor Genco LLC, as Owner Lessor, Reliant Energy Mid-Atlantic Power Holdings, LLC, as Facility Lessee, Wilmington Trust Company, as Lessor Manager, PSEGR Conemaugh Generation, LLC, as Owner Participant, (v) Bankers Trust Company, as Lease Indenture Trustee, and (vi) Bankers Trust Company, as Pass Through Trustee, dated at August 24, 2000 (Incorporated herein by reference to Exhibit 4.5a to the RRI Energy Mid-Atlantic Power Holdings, LLC Registration Statement onForm S-4, RegistrationNo. 333-51464) | |
10.1.35 | Schedule identifying substantially identical agreements to Participation Agreement constituting Exhibit 10.1.37 (Incorporated herein by reference to Exhibit 4.5b to the RRI Energy Mid-Atlantic Power Holdings, LLC Registration Statement onForm S-4, RegistrationNo. 333-51464) | |
10.1.36(a) | First Amendment to Participation Agreement constituting Exhibit 10.1.37, dated at November 15, 2001 (Incorporated herein by reference to Exhibit 10.20 to the Registrant’s Annual Report onForm 10-K filed March 15, 2006) | |
10.1.36(b) | Exhibit M to First Amendment to Participation Agreement constituting Exhibit 10.1.36(a), dated at November 15, 2001 (Incorporated herein by reference to Exhibit 10.41B to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.37 | Schedule identifying substantially identical agreements to First Amendment to Participation Agreement constituting Exhibit 10.1.36(a) (Incorporated herein by reference to Exhibit 10.21 to the Registrant’s Annual Report onForm 10-K filed March 15, 2006) |
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Exhibit | ||
No. | Exhibit Name | |
10.1.38 | Second Amendment to Participation Agreement, dated at June 18, 2003 (Incorporated herein by reference to Exhibit 10.22 to the Registrant’s Annual Report onForm 10-K filed March 15, 2006) | |
10.1.39 | Schedule identifying substantially identical agreements to Second Amendment to Participation Agreement constituting Exhibit 10.1.38 (Incorporated herein by reference to Exhibit 10.23 to the Registrant’s Annual Report onForm 10-K filed March 15, 2006) | |
10.1.40(a) | Purchase and Sale Agreement by and between Orion Power Holdings, Inc., Reliant Energy, Inc., Great Lakes Power Inc. and Brascan Corporation, dated at May 18, 2004 (Incorporated herein by reference to Exhibit 99.2 to the Registrant’s Current Report onForm 8-K filed May 21, 2004, FileNo. 001-16455) | |
10.1.40(b) | Schedules to Purchase and Sale Agreement by and between Orion Power Holdings, Inc., Reliant Energy, Inc., Great Lakes Power Inc. and Brascan Corporation, dated at May 18, 2004 (Incorporated herein by reference to Exhibit 10.47B to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.41(a) | Purchase and Sale Agreement between Orion Power Holdings, Inc., as Seller, Reliant Energy, Inc., as Guarantor, and Astoria Generating Company Acquisitions, L.L.C., as Buyer, dated at September 30, 2005 (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report onForm 8-K filed October 6, 2005, FileNo. 001-16455) | |
10.1.41(b) | Exhibits and Schedules to Purchase and Sale Agreement between Orion Power Holdings, Inc., as Seller, Reliant Energy, Inc., as Guarantor, and Astoria Generating Company Acquisitions, L.L.C., as Buyer, dated at September 30, 2005 (Incorporated herein by reference to Exhibit 10.48B to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.1.42 | Guarantee by NRG Energy, Inc., as Guarantor, in favor of Reliant Energy, Inc., dated at February 28, 2009 (Incorporated herein by reference to Exhibit 10.84 to the Registrant’s Annual Report onForm 10-K filed March 2, 2009) | |
10.1.43 | Credit Agreement among Mirant North America, LLC, JPMorgan Chase Bank, N.A as administrative agent and Deutsche Bank Securities Inc. and Goldman Sachs Credit Partners L.P., as co-syndication agents, dated at January 3, 2006 (Incorporated herein by reference to Exhibit 10.2 to the Mirant Corporation Quarterly Report onForm 10-Q filed November 6, 2009) | |
10.1.44(a) | Guaranty Agreement (Dickerson L1) between Southern Energy, Inc. and Dickerson OL1 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.21(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.1.44(b) | Schedule identifying substantially identical agreements to Guaranty Agreement constituting Exhibit 10.1.45(a) (Incorporated herein by reference to Exhibit 10.21(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.1.45(a) | Guaranty Agreement (Morgantown L1) between Southern Energy, Inc. and Morgantown OL1 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.22(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.1.45(b) | Schedule identifying substantially identical agreements to Guaranty Agreement constituting Exhibit 10.1.45(a) (Incorporated herein by reference to Exhibit 10.22(b) to the MirantMid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.1.46 | Credit Agreement by and among RRI Energy, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, The Royal Bank of Scotland plc, the other lenders from time to time party thereto and, from and after the closing date of the merger, Mirant Americas, Inc. (to be renamed GenOn Americas, Inc. on the closing date of the merger), dated at September 20, 2010 (Incorporated herein by reference to the Mirant Corporation Quarterly Report onForm 10-Q filed November 5, 2010) |
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Exhibit | ||
No. | Exhibit Name | |
10.1.47 | Purchase Agreement by and among RRI Energy, Inc., Mirant Corporation, GenOn Escrow Corp. and J.P. Morgan Securities LLC, as representative of the several initial purchasers, dated at September 20, 2010 (Incorporated herein by reference to the Mirant Corporation Quarterly Report onForm 10-Q filed November 5, 2010) | |
10.1.48* | Credit Agreement among Mirant Marsh Landing, LLC, the Royal Bank of Scotland PLC, as administrative agent and Deutsche Bank Trust Company Americas, as Collateral Agent and Depository Bank, dated as of October 8, 2010 | |
10.1.49* | Security Agreement between Mirant Marsh Landing, LLC and Deutsche Bank Trust Company Americas, as Collateral Agent, dated as of October 8, 2010 | |
10.1.50* | Pledge Agreement among Marsh Landing Holdings, LLC, Mirant Marsh Landing, LLC and Deutsche Bank Trust Company Americas, as Collateral Agent, dated at October 8, 2010 | |
10.1.51* | Collateral Agency and Intercreditor Agreement among Mirant Marsh Landing, LLC, The Royal Bank of Scotland PLC, as administrative agent, and Deutsche Bank Trust Company Americas, as Collateral Agent and Depository Bank, dated at October 8, 2010 | |
10.1.52* | Equity Contribution Agreement among Mirant Corporation, Mirant Marsh Landing, LLC, The Royal Bank of Scotland PLC, as administrative agent, and Deutsche Bank Trust Company Americas, as Collateral Agent, dated as of October 8, 2010 | |
10.2.1 | Registrant’s Transition Stock Plan, effective at May 4, 2001 (Incorporated herein by reference to Exhibit 10.37 to the Registrant’s Annual Report onForm 10-K filed April 15, 2002, FileNo. 001-16455) | |
10.2.2 | Registrant’s 2002 Stock Plan, effective at March 1, 2002 (Incorporated herein by reference to Exhibit 4.5 to the Registrant’s Registration Statement onForm S-8, RegistrationNo. 333-86610) | |
10.2.3 | Registrant’s Annual Incentive Compensation Plan, effective at January 1, 2001 (Incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report onForm 10-K filed April 15, 2002, FileNo. 001-16455) | |
10.2.4 | First Amendment to Registrant’s Annual Incentive Compensation Plan, dated at September 27, 2007 (Incorporated herein by reference to Exhibit 10.44 to the Registrant’s Annual Report onForm 10-K filed March 2, 2009) | |
10.2.5 | Registrant’s 2002 Annual Incentive Compensation Plan for Executive Officers, effective at March 1, 2002 (Incorporated herein by reference to Appendix I to the Registrant’s 2002 Proxy Statement on Schedule 14A filed April 30, 2002, FileNo. 001-16455) | |
10.2.6 | First Amendment to Registrant’s 2002 Annual Incentive Compensation Plan for Executive Officers, dated at September 27, 2007 (Incorporated herein by reference to Exhibit 10.46 to the Registrant’s Annual Report onForm 10-K filed March 2, 2009) | |
10.2.7 | Long-Term Incentive Plan of Registrant, effective at January 1, 2001 (Incorporated herein by reference to Exhibit 10.10 to the Registrant’s Annual Report onForm 10-K filed April 15, 2002, FileNo. 001-16455) | |
10.2.8 | Registrant’s 2002 Long-Term Incentive Plan, effective at June 6, 2002 (Incorporated herein by reference to Exhibit 4.5 to the Registrant’s Registration Statement onForm S-8, RegistrationNo. 333-86612) | |
10.2.9 | Registrant’s Deferral Plan, effective at January 1, 2002 (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement onForm S-8, RegistrationNo. 333-74790) | |
10.2.10 | First Amendment to Registrant’s Deferral Plan, effective at January 14, 2003 (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Annual Report onForm 10-K filed March 8, 2004, FileNo. 001-16455) | |
10.2.11 | Second Amendment to Registrant’s Deferral Plan, effective at December 31, 2004 (Incorporated herein by reference to Exhibit 10.51 to the Registrant’s Annual Report onForm 10-K filed March 2, 2009) |
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Exhibit | ||
No. | Exhibit Name | |
10.2.12 | Registrant’s Deferral and Restoration Plan, effective at January 1, 2005 (Incorporated herein by reference to Exhibit 10.52 to the Registrant’s Annual Report onForm 10-K filed March 2, 2009) | |
10.2.13 | Registrant’s Successor Deferral Plan, effective at January 1, 2002 (Incorporated herein by reference to Exhibit 10.30 to the Registrant’s Annual Report onForm 10-K filed March 15, 2005, FileNo. 001-16455) | |
10.2.14 | Registrant’s Deferred Compensation Plan, effective at September 1, 1985, including the first nine amendments thereto (This is now a part of the plan listed as Exhibit 10.2.14) (Incorporated herein by reference to Exhibit 10.25 to the Registrant’s Registration Statement onForm S-1/A Amendment No. 8, RegistrationNo. 333-48038) | |
10.2.15 | Registrant’s Deferred Compensation Plan, as amended and restated effective at January 1, 1989, including the first nine amendments thereto (This is now a part of the plan listed as Exhibit 10.2.14) (Incorporated herein by reference to Exhibit 10.26 to the Registrant’s Registration Statement onForm S-1/A Amendment No. 8, RegistrationNo. 333-48038) | |
10.2.16 | Registrant’s Deferred Compensation Plan, as amended and restated effective at January 1, 1991, including the first ten amendments thereto (This is now a part of the plan listed as Exhibit 10.2.14) (Incorporated herein by reference to Exhibit 10.27 to the Registrant’s Registration Statement onForm S-1/A Amendment No. 8, RegistrationNo. 333-48038) | |
10.2.17 | Registrant’s Benefit Restoration Plan, as amended and restated effective at July 1, 1991, including the first amendment thereto (This is now a part of the plan listed as Exhibit 10.2.14) (Incorporated herein by reference to Exhibit 10.12 to the Registrant’s Registration Statement onForm S-1/A Amendment No. 8, RegistrationNo. 333-48038) | |
10.2.18(a) | Key Employee Award Program2004-2006 of Registrant’s 2002 Long-Term Incentive Plan and the Form of Agreement for Key Employee Award Program, effective at February 13, 2004 (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report onForm 10-Q filed August 4, 2004, FileNo. 001-16455) | |
10.2.18(b) | Exhibit B to Key Employee Award Program2004-2006 of the Registrant’s 2002 Long-Term Incentive Plan and the Form of Agreement for Key Employee Award Program, effective at February 13, 2004 (Incorporated herein by reference to Exhibit 10.68B to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.2.19 | First Amendment to the Key Employee Award Program, effective at August 10, 2005 (Incorporated herein by reference to Exhibit 10.44 to the Registrant’s Annual Report onForm 10-K filed March 15, 2006) | |
10.2.20 | Form of 2002 Stock Plan Nonqualified Stock Option Award Agreement, 2003 Grants (Incorporated herein by reference to Exhibit 10.39 to the Registrant’s Annual Report onForm 10-K filed March 15, 2005, FileNo. 001-16455) | |
10.2.21 | Form of Change in Control Agreement for CEO, CFO and COO (Incorporated herein by reference to Exhibit 10.61 to the Registrant’s Annual Report onForm 10-K filed March 2, 2009) | |
10.2.22 | Form of Change in Control Agreement for certain officers other than CEO, CFO and COO (Incorporated herein by reference to Exhibit 10.62 to the Registrant’s Annual Report onForm 10-K filed March 2, 2009) | |
10.2.23 | Registrant’s Executive Severance Plan, effective at January 1, 2006 (Incorporated herein by reference to Exhibit 10.57 to the Registrant’s Annual Report onForm 10-K filed March 15, 2006) | |
10.2.24 | First Amendment to Registrant’s Executive Severance Plan, dated at September 27, 2007 (Incorporated herein by reference to Exhibit 10.64 to the Registrant’s Annual Report onForm 10-K filed March 2, 2009) | |
10.2.25 | Form of Registrant’s 2002 Long-Term Incentive Plan Nonqualified Stock Option Award Agreement (Incorporated herein by reference to Exhibit 10.53 to the Registrant’s Annual Report onForm 10-K filed March 15, 2005, FileNo. 001-16455) |
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Exhibit | ||
No. | Exhibit Name | |
10.2.26 | Form of Registrant’s 2002 Long-Term Incentive Plan Restricted Stock Award Agreement (Incorporated herein by reference to Exhibit 10.54 to the Registrant’s Annual Report onForm 10-K filed March 15, 2005, FileNo. 001-16455) | |
10.2.27 | Reliant Energy, Inc. Non-Employee Directors’ Compensation Program, effective at October 13, 2008 (Incorporated herein by reference to Exhibit 10.72 to the Registrant’s Annual Report onForm 10-K filed March 2, 2009) | |
10.2.28 | 2002 Long-Term Incentive Plan 2008 Long-Term Incentive Award Program for Officers (Form of Agreement included with Program) (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report onForm 10-Q filed May 1, 2008) | |
10.2.29 | 2002 Long-Term Incentive Plan 2007 Long-Term Incentive Award Program for Officers (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report onForm 10-Q filed May 3, 2007) | |
10.2.30 | Form of 2002 Long-Term Incentive Plan 2007 Long-Term Incentive Award Agreement for Officers (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report onForm 10-Q filed May 3, 2007) | |
10.2.31 | 2002 Long-Term Incentive Plan 2007 Long-Term Incentive Award Agreement for Mark Jacobs (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report onForm 10-Q filed August 2, 2007) | |
10.2.32 | 2002 Long-Term Incentive Plan Amendment to Nonqualified Stock Option Award Agreement by and between Reliant Energy, Inc. and Joel V. Staff, dated at May 16, 2007 — March 12, 2003 grant (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report onForm 10-Q filed August 2, 2007) | |
10.2.33 | 2002 Long-Term Incentive Plan Amendment to Nonqualified Stock Option Award Agreement by and between Reliant Energy, Inc. and Joel V. Staff, dated at May 16, 2007 — May 8, 2003 grant (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report onForm 10-Q filed August 2, 2007) | |
10.2.34 | 2002 Long-Term Incentive Plan Amendment to Nonqualified Stock Option Award Agreement by and between Reliant Energy, Inc. and Joel V. Staff, dated at May 16, 2007 — August 23, 2003 grant (Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report onForm 10-Q filed August 2, 2007) | |
10.2.35 | 2002 Long-Term Incentive Plan Amendment to Key Employee Award Program2004-2006 Agreement by and between Reliant Energy, Inc. and Joel V. Staff, dated at May 16, 2007 — February 13, 2004 grant (Incorporated herein by reference to Exhibit 10.7 to the Registrant’s Quarterly Report onForm 10-Q filed August 2, 2007) | |
10.2.36 | 2002 Long-Term Incentive Plan Long-Term Incentive Award Agreement for Rick J. Dobson (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report onForm 10-Q filed November 8, 2007) | |
10.2.37 | 2002 Long-Term Incentive Plan Long-Term Incentive Award Agreement for Albert H. Myres, Sr. (Incorporated herein by reference to Exhibit 10.77 to the Registrant’s Annual Report onForm 10-K filed February 26, 2008) | |
10.2.38 | 2002 Long-Term Incentive Plan Long-Term Incentive Award Agreement for Charles Griffey (Incorporated herein by reference to Exhibit 10.78 to the Registrant’s Annual Report onForm 10-K filed February 26, 2008) | |
10.2.39 | 2009 Long Term Incentive Award Program for Officers and Form of Award Agreement (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report onForm 10-Q filed August 3, 2009) | |
10.2.40 | Non-Employee Directors’ Compensation Program, effective at June 19, 2009 (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report onForm 10-Q filed August 3, 2009) |
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Exhibit | ||
No. | Exhibit Name | |
10.2.41 | Non-Employee Directors’ Compensation Program, effective at January 1, 2010 (Incorporated herein by reference to Exhibit 10.99 to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.2.42 | 2002 Long Term Incentive Plan Form of Restricted Stock Unit Award Agreement for Directors (Incorporated herein by reference to Exhibit 10.100 to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.2.43 | Registrant’s 2002 Long Term Incentive Plan 2009 for Officers (Form of 2009 Long Term Incentive Award Agreement Included with Program) (Incorporated herein by reference to Exhibit 10.101 to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.2.44 | Omnibus Amendment to Registrant’s Executive Deferral, Incentive and Non-Qualified Plans effective at May 2, 2009 (amending plans filed as Exhibits 10.2.2, 10.2.3, 10.2.4, 10.2.6, 10.2.8, 10.2.9, 10.2.10, 10.2.13 and 10.2.14) (Incorporated herein by reference to Exhibit 10.104 to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.2.45 | Omnibus Amendment to Registrant’s Severance Plans effective at May 2, 2009 (amending plans filed as Exhibits 10.2.2, 10.2.3, 10.2.4, 10.2.6, 10.2.8, 10.2.9, 10.2.10, 10.2.13 and 10.2.14) (Incorporated herein by reference to Exhibit 10.105 to the Registrant’s Annual Report onForm 10-K filed February 25, 2010) | |
10.2.46 | Registrant’s 2002 Long Term Incentive Plan Form of 2010 Long-Term Incentive Award Agreement for Officers (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report onForm 10-Q filed May 6, 2010) | |
10.2.47 | Retention Incentive Agreement between RRI Energy, Inc. and Mark M. Jacobs, dated at April 22, 2010 (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement onForm S-4, FileNo. 333-167192) | |
10.2.48 | Amendment to Change in Control Agreement, dated at April 11, 2010, between RRI Energy, Inc. and Mark M. Jacobs (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Registration Statement onForm S-4, FileNo. 333-167192) | |
10.2.49 | Amendment to Change in Control Agreement, dated at April 11, 2010, between RRI Energy, Inc. and Michael L. Jines (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Registration Statement onForm S-4, FileNo. 333-167192) | |
10.2.50 | Form of Mirant Corporation Stock Option Award Agreement (Incorporated herein by reference to Exhibit 10.1 to the Mirant Corporation Current Report onForm 8-K filed November 16, 2006) | |
10.2.51 | Form of Mirant Corporation Restricted Stock Unit Award Agreement (Incorporated herein by reference to Exhibit 10.2 to the Mirant Corporation Current Report onForm 8-K filed November 16, 2006) | |
10.2.52 | Description of Mirant Corporation special bonus plan (Incorporated herein by reference to the Mirant Corporation Current Report onForm 8-K filed October 11, 2006) | |
10.2.53 | Mirant Corporation 2006 Non-Employee Directors Compensation Plan, as amended at August 7, 2008 (Incorporated herein by reference to Exhibit 10.1 to the Mirant Corporation Quarterly Report onForm 10-Q filed November 7, 2008) | |
10.2.54 | Mirant Corporation 2006 Short-term Incentive Plan Description (Incorporated herein by reference to Exhibit 10.55 to the Mirant Corporation Annual Report onForm 10-K filed March 14, 2006) | |
10.2.55 | Form of Stock Option Award Agreement (Incorporated herein by reference to Exhibit 10.1 to the Mirant Corporation Current Report onForm 8-K filed January 18, 2006, FileNo. 001-16107) | |
10.2.56 | Mirant Corporation Form of Restricted Stock Unit Award Agreement (Incorporated herein by reference to Exhibit 10.2 to the Mirant Corporation Current Report onForm 8-K filed January 18, 2006) |
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Exhibit | ||
No. | Exhibit Name | |
10.2.57 | Mirant Corporation 2005 Omnibus Incentive Compensation Plan, effective December 2005 (Incorporated herein by reference to Exhibit 10.1 to the Mirant Corporation Current Report onForm 8-K filed January 3, 2006, FileNo. 001-16107) | |
10.2.58 | Second Amended and Restated Mirant Services Supplemental Executive Retirement Plan, effective at January 1, 2009 (Incorporated herein by reference to Exhibit 10.18 to the Mirant Corporation Annual Report onForm 10-K filed February 27, 2009) | |
10.2.59 | Mirant Corporation Deferred Compensation Plan, effective at April 1, 2006 (Incorporated herein by reference to Exhibit 10.23 to the Mirant Corporation Annual Report onForm 10-K filed March 14, 2006) | |
10.2.60 | First Amendment to the 2006 Mirant Corporation Deferred Compensation Plan, effective at January 1, 2009 (Incorporated herein by reference to Exhibit 10.20 to the Mirant Corporation Annual Report onForm 10-K filed February 27, 2009) | |
10.2.61 | Mirant Services Supplemental Benefit (Savings) Plan, amended and restated effective at January 1, 2009 (Incorporated herein by reference to Exhibit 10.21 to the Mirant Corporation Annual Report onForm 10-K filed February 27, 2009) | |
10.2.62 | Mirant Services Supplemental Benefit (Pension) Plan, amended and restated effective at January 1, 2009 (Incorporated herein by reference to Exhibit 10.22 to the Mirant Corporation Annual Report onForm 10-K filed February 27, 2009) | |
10.2.63 | Form of Amended and Restated Mirant Corporation Deferred Compensation Plan for Directors and Select Employees (Incorporated herein by reference to Exhibit 10.55 to the Mirant Corporation Annual Report onForm 10-K filed March 11, 2002, FileNo. 001-16107) | |
10.2.64 | First Amendment to the Mirant Corporation Deferred Compensation Plan for Directors and Select Employees (Incorporated herein by reference to Exhibit 10.56 to the Mirant Corporation Annual Report onForm 10-K filed March 11, 2002, FileNo. 001-16107) | |
10.2.65 | Second Amendment to the Mirant Corporation Deferred Compensation Plan for Directors and Select Employees, effective at July 30, 2003 (Incorporated herein by reference to Exhibit 10.87 to the Mirant Corporation Quarterly Report onForm 10-Q filed October 28, 2003, FileNo. 001-16107) | |
10.2.66 | Third Amendment to the Mirant Corporation Deferred Compensation Plan for Directors and Select Employees, effective at August 27, 2004 (Incorporated herein by reference to Exhibit 10.43 to the Mirant Corporation Annual Report onForm 10-K filed March 15, 2005, FileNo. 001-16107) | |
10.2.67 | Fourth Amendment to the Mirant Corporation Deferred Compensation Plan for Directors and Select Employees, effective at December 8, 2005 (Incorporated herein by reference to Exhibit 10.22 to the Mirant Corporation Annual Report onForm 10-K filed March 14, 2006, FileNo. 001-16107) | |
10.2.68 | Mirant Services Severance Pay Plan (as amended and restated effective at July 1, 2008) (Incorporated herein by reference to Exhibit 10.43 to the Mirant Corporation Annual Report onForm 10-K filed February 26, 2010) | |
10.2.69 | First Amendment to the Mirant Services Severance Pay Plan (Incorporated herein by reference to Exhibit 10.44 to the Mirant Corporation Annual Report onForm 10-K filed February 26, 2010) | |
10.2.70 | First Amendment to the Second Amended and Restated Mirant Services Supplemental Executive Retirement Plan (Incorporated herein by reference to Exhibit 10.45 to the Mirant Corporation Annual Report onForm 10-K filed February 26, 2010) | |
10.2.71 | First Amendment to the Mirant Services Supplemental Benefit (Pension) Plan (Incorporated herein by reference to Exhibit 10.46 to the Mirant Corporation Annual Report onForm 10-K filed February 26, 2010) | |
10.2.72 | Mirant Corporation Change In Control Severance Plan (Incorporated herein by reference to Exhibit 10.47 to the Mirant Corporation Annual Report onForm 10-K filed February 26, 2010) |
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Exhibit | ||
No. | Exhibit Name | |
10.2.73 | GenOn Energy, Inc. 2010 Non-Employee Directors Compensation Plan, effective at December 3, 2010 (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report onForm 8-K filed December 7, 2010) | |
10.2.74 | Amended and Restated Mirant Services Severance Pay Plan, as amended on April 1, 2010 (Incorporated herein by reference to the Mirant Corporation Quarterly Report onForm 10-Q filed August 6, 2010) | |
10.2.75 | Employment Agreement between Edward R. Muller and RRI Energy, Inc., dated at April 11, 2010 (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement onForm S-4, FileNo. 333-167192) | |
10.2.76 | Offer Letter of Employment Agreement between Mirant Corporation and Anne M. Cleary, dated at April 11, 2010 (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Registration Statement onForm S-4, FileNo. 333-167192) | |
10.2.77 | Offer Letter of Employment Agreement between Mirant Corporation and Robert Gaudette, dated at April 11, 2010 (Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Registration Statement onForm S-4, FileNo. 333-167192) | |
10.2.78 | Offer Letter of Employment Agreement between Mirant Corporation and J. William Holden, III, dated at April 11, 2010 (Incorporated herein by reference to Exhibit 10.7 to the Registrant’s Registration Statement onForm S-4, FileNo. 333-167192) | |
10.2.79 | GenOn Energy, Inc. 2010 Omnibus Incentive Plan (Incorporated herein by reference to the Registrant’s Registration Statement onForm S-8, filed December 3, 2010, RegistrationNo. 333-170952) | |
10.2.80* | Omnibus Amendment to Registrant’s Executive Deferral, Incentive and Non-Qualified Plans effective at December 3, 2010 (amending plans filed as Exhibits 10.2.2, 10.2.3, 10.2.4, 10.2.6, 10.2.8, 10.2.9, 10.2.10, 10.2.13 and 10.2.14) | |
10.2.81* | Registrant’s Deferral and Restoration Plan, as amended and restated effective at January 1, 2011 (amending plan filed as Exhibit 10.2.12) | |
10.2.82* | Termination Amendment to Registrant’s 2002 Stock Plan effective at December 3, 2010 (amending plan filed as Exhibit 10.2.2) | |
10.2.83* | Termination Amendment to Registrant’s 2002 Long-Term Incentive Plan effective at December 3, 2010 (amending plan filed as Exhibit 10.2.8) | |
10.2.84* | Termination Amendment to Registrant’s Transition Stock Plan effective at December 3, 2010 (amending plan filed as Exhibit 10.2.1) | |
10.2.85* | Termination Amendment Registrant’s Long-Term Incentive Plan effective at December 3, 2010 (amending plan filed as Exhibit 10.2.7) | |
10.2.86* | Second Amendment to the Mirant Services Supplemental Benefit (Pension) Plan effective at January 1, 2010 (amending plan filed as Exhibit 10.2.62) | |
10.2.87* | Second Amendment to the Second Amended and Restated Mirant Services Supplemental Executive Retirement Plan effective at January 1, 2010 (amending plan filed as Exhibit 10.2.70) | |
10.2.88* | Termination Amendment to Mirant Services Supplemental Benefit (Savings) Plan effective at December 31, 2010 (amending plan filed as Exhibit 10.2.61) | |
10.2.89* | Retention Agreement between GenOn Energy, Inc. and Thomas C. Livengood, dated February 7, 2011 | |
10.3.1 | Facility Lease Agreement between Conemaugh Lessor Genco LLC and Reliant Energy Mid-Atlantic Power Holdings, LLC, dated at August 24, 2000 (Incorporated herein by reference to Exhibit 4.6a to the RRI Energy Mid-Atlantic Power Holdings, LLC Registration Statement onForm S-4, RegistrationNo. 333-51464) | |
10.3.2 | Schedule identifying substantially identical agreements to Facility Lease Agreement constituting Exhibit 10.3.1 (Incorporated herein by reference to Exhibit 4.6b to the RRI Energy Mid-Atlantic Power Holdings, LLC Registration Statement onForm S-4, RegistrationNo. 333-51464) |
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Exhibit | ||
No. | Exhibit Name | |
10.3.3 | Lease Indenture of Trust, Mortgage and Security Agreement between Conemaugh Lessor Genco LLC, as Owner Lessor, and Bankers Trust Company, as Lease Indenture Trustee, dated at August 24, 2000 (Incorporated herein by reference to Exhibit 4.8a to the RRI Energy Mid-Atlantic Power Holdings, LLC Registration Statement onForm S-4, RegistrationNo. 333-51464) | |
10.3.4 | Schedule identifying substantially identical agreements to Lease Indenture of Trust constituting Exhibit 10.3.3 (Incorporated herein by reference to Exhibit 4.8b to the RRI Energy Mid-Atlantic Power Holdings, LLC Registration Statement onForm S-4, RegistrationNo. 333-51464) | |
10.3.5(a) | Facility Site Lease Agreement and Easement Agreement (L1) between Southern Energy Mid-Atlantic, LLC, Dickerson OL1 LLC and Southern Energy MD Ash Management, LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.5(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.5(b) | Schedule identifying substantially identical agreements to Facility Site Lease Agreement constituting Exhibit 10.3.12(a) (Incorporated herein by reference to Exhibit 10.5(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.6(a) | Facility Site Lease Agreement (L1) between Southern Energy Mid-Atlantic, LLC, Morgantown OL1 LLC and Southern Energy MD Ash Management, LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.6(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.6(b) | Schedule identifying substantially identical agreements to Facility Site Lease Agreement constituting Exhibit 10.3.13(a) (Incorporated herein by reference to Exhibit 10.6(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.7(a) | Facility Site Sublease Agreement (L1) between Southern Energy Mid-Atlantic, LLC, Dickerson OL1 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.7(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.7(b) | Schedule identifying substantially identical agreements to Facility Site Sublease Agreement constituting Exhibit 10.3.14(a) (Incorporated herein by reference to Exhibit 10.7b to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.8(a) | Facility Site Sublease Agreement (L1) between Southern Energy Mid-Atlantic, LLC, Morgantown OL1 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.8a to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.8(b) | Schedule identifying substantially identical agreements to Facility Site Sublease Agreement constituting Exhibit 10.3.15(a) (Incorporated herein by reference to Exhibit 10.8(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.9(a) | Shared Facilities Agreement between Southern Energy Mid-Atlantic, LLC, Dickerson OL1 LLC, Dickerson OL2 LLC, Dickerson OL3 LLC, and Dickerson OL4 LLC, dated at December 18, 2000 (Incorporated herein by reference to Exhibit 10.15a to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.9(b) | Shared Facilities Agreement between Southern Energy Mid-Atlantic, LLC, Morgantown OL1 LLC, Morgantown OL2 LLC, Morgantown OL3 LLC, Morgantown OL4 LLC, Morgantown OL5 LLC, Morgantown OL6 LLC, and Morgantown OL7 LLC, dated at December 18, 2000 (Incorporated herein by reference to Exhibit 10.15(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.10(a) | Assignment and Assumption Agreement between Southern Energy Mid-Atlantic, LLC, Dickerson OL1 LLC, Dickerson OL2 LLC, Dickerson OL3 LLC, and Dickerson OL4 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.16(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) |
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Exhibit | ||
No. | Exhibit Name | |
10.3.10(b) | Assignment and Assumption Agreement between Southern Energy Mid-Atlantic, LLC, Morgantown OL1 LLC, Morgantown OL2 LLC, Morgantown OL3 LLC, Morgantown OL4 LLC, Morgantown OL5 LLC, Morgantown OL6 LLC, and Morgantown OL7 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.16(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.11(a) | Ownership and Operation Agreement between Dickerson OL1 LLC, Dickerson OL2 LLC, Dickerson OL3 LLC, Dickerson OL4 LLC, and Southern Energy Mid-Atlantic, LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.17(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.11(b) | Ownership and Operation Agreement between Morgantown OL1 LLC, Morgantown OL2 LLC, Morgantown OL3 LLC, Morgantown OL4 LLC, Morgantown OL5 LLC, Morgantown OL6 LLC, Morgantown OL7 LLC, and Southern Energy Mid-Atlantic, LLC, dated at December 18, 2000 (Incorporated herein by reference to Exhibit 10.17(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.12(a) | Facility Site Lease Agreement and Easement Agreement (L1) between Southern Energy Mid-Atlantic, LLC, Dickerson OL1 LLC and Southern Energy MD Ash Management, LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.5(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.12(b) | Schedule identifying substantially identical agreements to Facility Site Lease Agreement constituting Exhibit 10.3.12(a) (Incorporated herein by reference to Exhibit 10.5(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.13(a) | Facility Site Lease Agreement (L1) between Southern Energy Mid-Atlantic, LLC, Morgantown OL1 LLC and Southern Energy MD Ash Management, LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.6(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.13(b) | Schedule identifying substantially identical agreements to Facility Site Lease Agreement constituting Exhibit 10.3.13(a) (Incorporated herein by reference to Exhibit 10.6(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.14(a) | Facility Site Sublease Agreement (L1) between Southern Energy Mid-Atlantic, LLC, Dickerson OL1 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.7(a) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.14(b) | Schedule identifying substantially identical agreements to Facility Site Sublease Agreement constituting Exhibit 10.3.14(a) (Incorporated herein by reference to Exhibit 10.7b to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.15(a) | Facility Site Sublease Agreement (L1) between Southern Energy Mid-Atlantic, LLC, Morgantown OL1 LLC, dated at December 19, 2000 (Incorporated herein by reference to Exhibit 10.8a to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.3.15(b) | Schedule identifying substantially identical agreements to Facility Site Sublease Agreement constituting Exhibit 10.3.15(a) (Incorporated herein by reference to Exhibit 10.8(b) to the Mirant Mid-Atlantic, LLC Registration Statement onForm S-4, RegistrationNo. 333-61668) | |
10.4.1 | Agreement Regarding Prosecution of Litigation by and among Merrill Lynch Commodities, Inc., Merrill Lynch & Co., Inc., Reliant Energy Power Supply, LLC, RERH Holdings, LLC, Reliant Energy Retail Holdings, LLC, Reliant Energy Retail Services, LLC, RE Retail Receivables, LLC and Reliant Energy Solutions East, LLC, dated at February 28, 2009 (Incorporated herein by reference to Exhibit 10.85 to the Registrant’s Annual Report onForm 10-K filed March 2, 2009) | |
10.4.2† | Engineering, Procurement and Construction Agreement, dated at July 30, 2007, between Mirant Mid-Atlantic, LLC, Mirant Chalk Point, LLC and Stone & Webster, Inc. (Incorporated herein by reference to Exhibit 10.1 to the Mirant Corporation Quarterly Report onForm 10-Q filed November 6, 2009) |
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Exhibit | ||
No. | Exhibit Name | |
10.4.3 | Settlement Agreement and Release by and between Mirant Corporation and PEPCO, dated at May 30, 2006 (Incorporated herein by reference to Exhibit 10.1 to the Mirant Corporation Current Report onForm 8-K filed May 31, 2006) | |
10.4.4 | Engineering, Procurement and Construction Agreement between Mirant Marsh Landing, LLC and Kiewit Power Constructors Co., dated at May 6, 2010 (Incorporated herein by reference to Exhibit 10.1 to the Mirant Corporation Quarterly Report onForm 10-Q filed August 6, 2010) | |
21.1* | Subsidiaries of Registrant | |
23.1* | Consent of KPMG LLP, dated at March 1, 2011 | |
31.1* | Certification of Chief Executive Officer pursuant toRule 13a-14(a) under Securities Exchange Act of 1934 | |
31.2* | Certification of Chief Financial Officer pursuant toRule 13a-14(a) under Securities Exchange Act of 1934 | |
32.1* | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(Rule 13a-14(b)) | |
32.2* | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(Rule 13a-14(b)) | |
101* | The following financial statements from the Registrant’s Annual Report on Form 10 K for the year ended December 31, 2010, filed on March 1, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Stockholder’s Equity and Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flows, (v) notes to Consolidated Financial Statements, tagged as blocks of text and (vi) Financial Statement Schedules, tagged as blocks of text. |
* | Asterisk indicates exhibits filed herewith. |
† | The Registrant has requested confidential treatment for certain portions of this Exhibit pursuant toRule 24b-2 under the Securities Exchange Act of 1934, as amended. |
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By: /s/ Edward R. Muller |
Signatures | Title | |||||
/s/ Edward R. Muller Edward R. Muller | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | Date: March 1, 2011 | ||||
/s/ J. William Holden, III J. William Holden, III | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | Date: March 1, 2011 | ||||
/s/ Thomas C. Livengood Thomas C. Livengood | Senior Vice President and Controller (Principal Accounting Officer) | Date: March 1, 2011 | ||||
/s/ E. William Barnett E. William Barnett | Director | Date: March 1, 2011 | ||||
/s/ Terry G. Dallas Terry G. Dallas | Director | Date: March 1, 2011 | ||||
/s/ Mark M. Jacobs Mark M. Jacobs | Director | Date: March 1, 2011 | ||||
/s/ Thomas H. Johnson Thomas H. Johnson | Director | Date: March 1, 2011 | ||||
/s/ Steven L. Miller Steven L. Miller | Director | Date: March 1, 2011 | ||||
/s/ Robert C. Murray Robert C. Murray | Director | Date: March 1, 2011 |
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Signatures | Title | |||||
/s/ Laree E. Perez Laree E. Perez | Director | Date: March 1, 2011 | ||||
/s/ Evan J. Silverstein Evan J. Silverstein | Director | Date: March 1, 2011 | ||||
/s/ William L. Thacker William L. Thacker | Director | Date: March 1, 2011 |
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