1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934
Transition report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
For Quarter Ended March 31, 1998 Commission File Number 333-33397
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NRG Energy, Inc.
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(Exact name of registrant as specified in its charter)
Minnesota 41-1724239
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1221 Nicollet Mall, Minneapolis, Minnesota 55403
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code (612) 373-5300
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None
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Former name, former address and former fiscal year, if changed since last report
Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at May 1, 1998
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Common Stock, $1.00 par value 1,000 Shares
All outstanding common stock of NRG Energy, Inc., is owned beneficially
and of record by Northern States Power Company, a Minnesota corporation.
The Registrant meets the conditions set forth in general instruction H (1)
(a) and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.
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INDEX
PAGE NO.
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PART I
Item 1 Consolidated Financial Statements and Notes
Consolidated Statements of Income 1
Consolidated Balance Sheets 2-3
Consolidated Statements of Stockholder's Equity 4
Consolidated Statements of Cash Flows 5
Notes to Financial Statements 6-7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
PART II
Item 1 Legal Proceedings 11
Item 6 Exhibits, Financial Statements Schedules and Reports 12-13
on Form 8-K
SIGNATURES 14
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PART I
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
CONSOLIDATED STATEMENTS OF INCOME
NRG ENERGY, INC. AND SUBSIDIARIES
THREE MONTHS ENDED
MARCH 31,
(Thousands of Dollars) 1998 1997
- ------------------------------------------------------------------------------------------------
(UNAUDITED)
OPERATING REVENUES
Revenues from wholly-owned operations $ 24,522 $ 21,665
Equity in operating earnings of unconsolidated affiliates 16,081 8,492
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Total operating revenues 40,603 30,157
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OPERATING COSTS AND EXPENSES
Cost of wholly-owned operations 13,646 12,222
Depreciation and amortization 3,676 2,176
General, administrative, and development 13,170 8,833
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Total operating costs and expenses 30,492 23,231
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OPERATING INCOME 10,111 6,926
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OTHER EXPENSE
Minority interest in earnings of consolidated subsidiary (1,032) -
Other income, net 57 2,018
Interest expense (11,453) (4,063)
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Total other expense (12,428) (2,045)
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INCOME (LOSS) BEFORE INCOME TAXES (2,317) 4,881
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INCOME TAXES - BENEFIT 8,406 1,922
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NET INCOME $ 6,089 $ 6,803
=================================================================================================
See notes to consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS
NRG ENERGY, INC. AND SUBSIDIARIES
MARCH 31, DECEMBER 31,
(Thousands of Dollars) 1998 1997
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ASSETS (UNAUDITED)
CURRENT ASSETS
Cash and cash equivalents $ 6,396 $ 11,986
Restricted cash 1,783 1,588
Accounts receivable-trade, less allowance
for doubtful accounts of $100 13,999 15,520
Accounts receivable-affiliates 15,564 29,162
Current portion of notes receivable - affiliates 17,503 48,816
Current portion of notes receivable 3,729 3,729
Income taxes receivable 2,663 -
Inventory 2,619 2,619
Prepayments and other current assets 3,048 5,002
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Total current assets 67,304 118,422
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PROPERTY, PLANT AND EQUIPMENT, AT ORIGINAL COST
In service 260,890 255,433
Under construction 7,835 9,758
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268,725 265,191
Less accumulated depreciation (82,057) (79,300)
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Net property, plant and equipment 186,668 185,891
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OTHER ASSETS
Investments in projects 750,144 694,655
Capitalized project costs 17,246 17,791
Notes receivable, less current portion - affiliates 78,339 71,759
Notes receivable, less current portion 4,624 4,624
Intangible assets, net of accumulated amortization of $2,257 and $2,012 20,660 21,414
Debt issuance costs, net of accumulated amortization of $1,038 and $779 6,330 6,569
Other assets, net of accumulated amortization of $5,310 and $4,782 46,449 46,977
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Total other assets 923,792 863,789
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TOTAL ASSETS $1,177,764 $1,168,102
========================================================================================================
See notes to consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS
NRG ENERGY, INC. AND SUBSIDIARIES
MARCH 31, DECEMBER 31,
(Thousands of Dollars) 1998 1997
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LIABILITIES AND STOCKHOLDER'S EQUITY (UNAUDITED)
CURRENT LIABILITIES
Current portion of long-term debt $ 7,474 $ 7,676
Revolving line of credit 125,000 122,000
Accounts payable-trade 12,605 16,101
Accrued income taxes - 3,692
Accrued property and sales taxes 4,705 3,804
Accrued salaries, benefits and related costs 10,542 10,998
Accrued interest 9,603 6,310
Other current liabilities 9,380 10,508
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Total current liabilities 179,309 181,089
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LONG-TERM DEBT, LESS CURRENT PORTION 496,863 491,179
DEFERRED REVENUES 8,765 9,577
DEFERRED INCOME TAXES 8,990 11,968
DEFERRED INVESTMENT TAX CREDITS 1,534 1,598
DEFERRED COMPENSATION 2,029 2,175
MINORITY INTEREST IN SUBSIDIARY 20,036 19,818
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Total liabilities 717,526 717,404
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STOCKHOLDER'S EQUITY
Common stock; $1 par value; 1,000 shares authorized;
1,000 shares issued and outstanding 1 1
Additional paid-in capital 431,913 431,913
Retained earnings 94,372 88,283
Accumulated other comprehensive income (66,048) (69,499)
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Total Stockholder's Equity 460,238 450,698
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,177,764 $ 1,168,102
==================================================================================================
See notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
NRG ENERGY, INC. AND SUBSIDIARIES
(UNAUDITED)
Accumulated
Additional Other Total
Paid-in Retained Comprehensive Stockholder's
(Thousands of Dollars) Common Stock Capital Earnings Income Equity
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCES AT JANUARY 1, 1997 $ 1 $ 351,013 $ 66,301 $ 4,599 $ 421,914
Net Income 6,803 6,803
Foreign currency translation adjustments (5,255) (5,255)
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Comprehensive income 1,548
Capital contributions from parent 20,000 20,000
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCES AT MARCH 31, 1997 $ 1 $ 371,013 $ 73,104 $ (656) $ 443,462
================================================================================
BALANCES AT JANUARY 1, 1998 $ 1 431,913 $ 88,283 $ (69,499) $ 450,698
Net Income 6,089 6,089
Foreign currency translation adjustments 3,451 3,451
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Comprehensive income 9,540
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BALANCES AT MARCH 31, 1998 $ 1 $ 431,913 $ 94,372 $ (66,048) $ 460,238
================================================================================
See notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
NRG ENERGY, INC. AND SUBSIDIARIES
THREE MONTHS ENDED
MARCH 31,
(Thousands of Dollars) 1998 1997
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(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 6,089 $ 6,803
Adjustments to reconcile net income to net cash
provided (used) by operating activities
Undistributed equity earnings of unconsolidated affiliates (12,541) (6,713)
Depreciation and amortization 3,676 2,176
Deferred income taxes and investment tax credits (3,042) 2,697
Cash provided (used) by changes in certain working capital items, net
of acquisition effects
Accounts receivable 1,521 288
Accounts receivable-affiliates 13,598 (2,757)
Accrued income taxes (6,355) (1,760)
Prepayments and other current assets 1,954 1,415
Accounts payable-trade (3,496) (1,550)
Accrued interest 3,293 (2,928)
Other current liabilities (683) 73
Cash used by changes in other assets and liabilities (335) (268)
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NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 3,679 (2,524)
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CASH FLOWS FROM INVESTING ACTIVITIES
Investments in projects (38,952) (13,815)
Changes in notes receivable 24,733 (6,688)
Purchase of plant, property and equipment (3,534) (7,735)
(Increase) decrease in restricted cash (195) 6,901
Cash distribution from project termination settlement - 6,724
Other, net 218 1,106
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NET CASH USED BY INVESTING ACTIVITIES (17,730) (13,507)
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CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions from parent - 20,000
Borrowings under revolving line of credit 3,000 -
Proceeds from issuance of long-term debt 7,670 -
Principal payments on long-term debt (2,209) (605)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 8,461 19,395
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (5,590) 3,364
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,986 12,438
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,396 $ 15,802
==========================================================================================================
See notes to consolidated financial statements.
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NRG ENERGY, INC.
NOTES TO FINANCIAL STATEMENTS
NRG Energy, Inc, (the Company) is a wholly owned subsidiary of Northern States
Power Company, a Minnesota corporation (NSP).
The accompanying unaudited consolidated financial statements have been prepared
in accordance with SEC regulations for interim financial information and with
the instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The accounting policies followed by the
Company are set forth in Note 1 to the Company's financial statements in its
Annual Report on Form 10-K for the year ended December 31, 1997 (Form 10-K).
The following notes should be read in conjunction with such policies and other
disclosures in the Form 10-K. Interim results are not necessarily indicative
of results for a full year.
In the opinion of management, the accompanying unaudited interim financial
statements contain all material adjustments necessary to present fairly the
consolidated financial position, the results of operations, cash flows, and
shareholders' equity of the Company for the three months ended March 31, 1998
and 1997.
1. BUSINESS ACQUISITIONS
During March, the Company along with its 50% partner, NGC Corporation,
concluded the acquisition of the Long Beach Generating Station, one of two
Southern California Edison plants awarded to the NRG and NGC consortium.
The Long Beach Station is a gas-fired plant comprised of seven 60 MW gas
turbine generators and two steam turbines totaling 140 MW.
2. SUBSEQUENT EVENTS
During April, the Company along with its 50% partner, NGC Corporation (NGC),
concluded the acquisition of the El Segundo Generating Station. The El
Segundo Generating Station is a gas-fired plant with a capacity rating of
1,020 MW.
During April, the Company exercised its option to acquire 16.8 million
convertible, non-voting preference shares of Energy Developments Limited
(EDL) for $24.8 million, bringing the Company's total investment in EDL to
$48.8 million or approximately a 35 percent ownership interest. EDL is a
listed Australian company that owns 189 MW and operates 238 MW of generation
throughout Australia and the United Kingdom.
During April, the Court in the Cajun bankruptcy issued a scheduling order
establishing the time for the parties to file post-confirmation hearing
briefs. Final briefs must be filed by July 2, 1998 and the Court is
expected to rule on confirmation of the proposed plans of reorganization
this year.
3. COMMITMENTS AND CONTINGENT LIABILITIES
In April, 1998, an employee of the Company was sued in Minnesota State Court
by the estate of a former co-employee who died as a result of work-related
injuries sustained in an incident which occurred in 1996. Under the
Company's By-Laws, the Company is obligated to indemnify each employee
against costs, expenses and judgments incurred in connection with litigation
against such employee if such employee acted in good faith and in a manner
reasonably believed to be in the best interests of the Company. Based
thereon, the Company is advancing the expenses required for its employee to
defend
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the wrongful death litigation pending in State Court. The Company has been
denied insurance coverage for this claim under its General Liability Policy
but is continuing to pursue this and other potential insurance coverage
claims it may have for this case. At the present time, it is not possible to
assess the potential exposure to the Company related to this litigation.
On January 30, 1998, NRG's 45% owned affiliate, NRG Generating (U.S.) Inc.
(NRGG) gave notice that it intended to seek arbitration of its claim that
the Company sold the MCPC facility to Oklahoma Gas & Electric in violation
of its obligation to offer certain project investments to NRGG under the
Co-Investment Agreement between the Company and NRGG. (See "Form 10-K -
Item 1 - Significant Investments and Acquisitions in 1997 - NRG Generating
(U.S.) Inc.") An arbitration panel has been formed to hear the proceedings.
NRGG is seeking a ruling from the arbitration panel that the Company must
sell the MCPC facility to NRGG. The Company believes that it had no
obligation to offer the MCPC facility to NRGG.
4. SUMMARIZED INCOME STATEMENT INFORMATION OF AFFILIATES
The Company has 20-50% investments in three companies that are considered
significant subsidiaries, as defined by applicable SEC regulations, and
accounts for those investments using the equity method. The following
summarizes the income statements of these unconsolidated entities:
THREE MONTHS ENDED
MARCH 31,
(Thousands of Dollars) 1998 1997
----------------------
(Unaudited)
Net sales $ 137,831 $ 177,222
Other income 8,946 2,985
Costs and expenses:
Cost of sales 117,824 146,717
General and administrative 4,738 8,532
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122,562 155,249
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Income before income taxes 24,215 24,958
Income taxes 3,846 7,146
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Net income $ 20,369 $ 17,812
========== ==========
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Company's share of net income $ 7,566 $ 6,645
========== ==========
5. NEW ACCOUNTING PRONOUNCEMENTS
In 1998, the Company adopted Financial Accounting Standard Statement (SFAS)
No. 130, "Reporting Comprehensive Income." This statement establishes rules
for reporting comprehensive income and its components. Comprehensive income
consists of net income and foreign currency translation adjustments and is
presented in the Consolidated Statement of Stockholder's Equity. The
adoption of SFAS No. 130 had no impact on total stockholder's equity.
Certain reclassifications to prior year financial statements have been made
in order to conform to the SFAS No. 130 requirements.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition is omitted per
conditions as set forth in General Instructions H (1) (a) and (b) of Form 10-Q
for wholly owned subsidiaries. It is replaced with management's narrative
analysis of the results of operations set forth in General Instructions H (2)
(a) of Form 10-Q for wholly owned subsidiaries (reduced disclosure format).
This analysis will primarily compare the Company's revenue and expense items
for the three months ended March 31, 1998 with the three months ended March 31,
1997.
RESULTS OF OPERATIONS
FIRST QUARTER ENDED MARCH 31, 1998 COMPARED TO FIRST QUARTER ENDED MARCH 31,
1997
Net income for the quarter ended March 31, 1998, was $6.1 million, a
decrease of $0.7 million or 11%, compared to net income of $6.8 million in the
same period in 1997. This decrease was primarily due to increased interest
costs associated with the $250 million senior notes issued in mid-1997 and
balances outstanding on its line of credit. Earnings, including tax credits,
from interests in the Loy Yang project in Australia, Pacific Generation
Company, Energy Developments Limited (EDL), and other new projects, all
purchased after the first quarter of 1997, along with increased earnings from
existing projects partially offset the decrease.
OPERATING REVENUES
For the first quarter ended March 31, 1998, the Company had total revenues
of $40.6 million, compared to $30.2 million for the quarter ended March 31,
1997, an increase of 35%.
WHOLLY-OWNED OPERATIONS
The Company's operating revenues from wholly owned operations for the
quarter ended March 31, 1998 were $24.5 million, an increase of $2.9 million,
or 13%, over the same period in 1997. Revenues increased by approximately $4
million due to new projects, including San Diego Power and Cooling and certain
Pacific Generation operations. This increase was partially offset by lower
revenues from certain heating and cooling subsidiaries due to the unusually
mild weather. For the quarter ended March 31, 1998, revenues from wholly owned
operations consisted primarily of revenue from heating, cooling and thermal
activities (52%), electrical generation (43%) and technical services (5%).
EQUITY IN OPERATING EARNINGS OF UNCONSOLIDATED AFFILIATES
Equity in earnings of unconsolidated affiliates was $16.1 million for the
quarter ended March 31, 1998, compared to $8.5 million for the quarter ended
March 31, 1997, an increase of 89%. The increase was due to new projects
including those acquired in the Pacific Generation transaction, the Company's
acquisition of its interest in EDL as well as higher earnings from MIBRAG.
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OPERATING COSTS AND EXPENSES
Cost of wholly owned operations was $13.6 million for the quarter ended
March 31, 1998, an increase of $1.4 million, or 12%, over the same period in
1997. The increase was due primarily to increased sales volume and labor costs.
Cost of operations as a percentage of revenues from wholly owned operations was
55% which is 1% lower than the same period in 1997.
Depreciation and amortization costs were $3.7 million for the quarter
ended March 31, 1998, compared to $2.2 million for the quarter ended March 31,
1997. The $1.5 million increase was due primarily to increased amortization of
intangible assets related to the Pacific Generation acquisition and additional
NEO project depreciation.
General, administrative and development costs were $13.2 million for the
quarter ended March 31, 1998, compared to $8.8 million for the quarter ended
March 31, 1997. The $4.4 million increase was due primarily to increased
business development, associated legal, technical, and accounting expenses,
headcount and equipment resulting from expanded operations.
OTHER EXPENSE
Other expense was $12.4 million for the first quarter ended March 31,
1998, compared with $2.0 million for the quarter ended March 31, 1997. The
$10.4 million increase was primarily due to interest expense, which increased
by $7.4 million. This increase was due to the issuance of the $250 million
Senior Notes at the end of June 1997 and interest on the Company's revolving
line of credit. Also, the first quarter of 1998 included $1.0 million for
minority interest in earnings of a consolidated subsidiary that the Company did
not own during the same period in 1997. The remaining increase reflects a
decline in interest income on cash investments.
INCOME TAX
The Company has recognized an income tax benefit due to domestic tax
losses and the recognition of certain tax credits. The net income tax benefit
for the quarter ended March 31, 1998, increased by $6.5 million to $8.4 million
as compared to $1.9 million for the same quarter one year earlier. This was
due primarily to increased tax credits and tax effects of higher interest
expense.
FORWARD-LOOKING STATEMENTS
In addition to any assumptions and other factors referred to specifically
in connection with such forward-looking statements, factors that could cause
the Company's actual results to differ materially from those contemplated in
any forward-looking statements include, among others, the following:
- Economic conditions including inflation rates and monetary
fluctuations;
- Trade, monetary, fiscal, taxation, and environmental
policies of governments, agencies and similar organizations in
geographic areas where the Company has a financial interest;
- Customer business conditions including demand for their
products or services and supply of labor and materials used in
creating their products and services;
- Financial or regulatory accounting principles or policies
imposed by the Financial Accounting Standards Board, the Securities
and Exchange Commission, the Federal Energy Regulatory Commission
and similar entities with regulatory oversight;
- Availability or cost of capital such as changes in:
interest rates; market perceptions of the power generation
industry, the Company or any of its subsidiaries; or security
ratings;
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- Factors affecting power generation operations such as
unusual weather conditions; catastrophic weather-related damage;
unscheduled generation outages, maintenance or repairs;
unanticipated changes to fossil fuel, or gas supply costs or
availability due to higher demand, shortages, transportation
problems or other developments; environmental incidents; or
electric transmission or gas pipeline system constraints;
- Employee workforce factors including loss or retirement of
key executives, collective bargaining agreements with union
employees, or work stoppages;
- Increased competition in the power generation industry;
- Cost and other effects of legal and administrative
proceedings, settlements, investigations and claims;
- Technological developments that result in competitive
disadvantages and create the potential for impairment of existing
assets;
- Factors associated with various investments including
conditions of final legal closing, foreign government actions,
foreign economic and currency risks, political instability in
foreign countries, partnership actions, competition, operating
risks, dependence on certain suppliers and customers, domestic and
foreign environmental and energy regulations;
- Limitations on the Company's ability to control the
development or operation of projects in which the Company has less
than 100% interest;
- Other business or investment considerations that may be
disclosed from time to time in the Company's Securities and
Exchange Commission filings or in other publicly disseminated
written documents, including the Company's Registration Statement
No. 333-33397, as amended.
The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. The foregoing review of factors pursuant to the Act
should not be construed as exhaustive.
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PART II
ITEM 1 - LEGAL PROCEEDINGS
In April, 1998, an employee of the Company was sued in Minnesota State Court
by the estate of a former co-employee who died as a result of work-related
injuries sustained in an incident which occurred in 1996. Under the
Company's By-Laws, the Company is obligated to indemnify each employee
against costs, expenses and judgments incurred in connection with litigation
against such employee if such employee acted in good faith and in a manner
reasonably believed to be in the best interests of the Company. Based
thereon, the Company is advancing the expenses required for its employee to
defend the wrongful death litigation pending in State Court. The Company
has been denied insurance coverage for this claim under its General
Liability Policy but is continuing to pursue this and other potential
insurance coverage claims it may have for this case. At the present time,
it is not possible to assess the potential exposure to the Company related
to this litigation.
On January 30, 1998, the Company's 45% owned affiliate NRG Generating (U.S.)
Inc., ("NRGG"), gave notice that it intended to seek arbitration of its
claim that the Company sold the Mid-Continent Power Company ("MCPC")
facility to Oklahoma Gas & Electric in violation of the Company's obligation
to offer certain project investments to NRGG under the Co-Investment
Agreement between the Company and NRGG. (See "Form 10-K, Item 1 -
Significant Investments and Acquisitions in 1997 - NRG Generating (U.S.)
Inc.") An arbitration panel has been formed and hearings are scheduled for
June, 1998. NRGG is seeking a ruling from the arbitration panel that the
Company must sell the MCPC facility to NRGG. The Company believes that it
had no obligation to offer the MCPC facility to NRGG.
Other legal proceedings are set forth in Part I, Item 3 of the Company's
Form 10-K for the year ended December 31, 1997.
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ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed with this report:
10.17 Employment Agreement dated as of April 15, 1998 between the Company
and certain officers. The Employment Agreement between James J.
Bender and the Company is filed with this report. Shown below is
a schedule of each NRG officer who signed a substantially
identical agreement dated as of April 15, 1998 and the title of
such officer's position with the Company, as set forth in such
agreement:
Leonard A. Bluhm Executive Vice President and Chief Financial
Officer
Craig A. Mataczynski Vice President, U.S. Business Development
Louise T. Routhe Vice President, Human Resources and
Administration
Ronald J. Will Vice President, Operations and Engineering
27 Financial data schedule for the three month period ended
March 31, 1998
(b) Reports on Form 8-K
On January 16, 1998, NRG filed a Report on Form 8-K reporting under the
following items:
Item 2 - Acquisition or disposition of assets
Item 7 - Financial Statements and Exhibits
The following financial information was also filed with the Form 8-K:
a. Financial Statements of Businesses Acquired
1. Audited Consolidated Balance Sheets of Pacific Generation
Company at December 31, 1996 and 1995 and the audited Consolidated
Statements of Operations, Shareholders Equity and Cash flows for the
years ended December 31, 1996 and 1995 and Independent Auditors
Report.
2. Unaudited Consolidated Balance Sheet at September 30, 1997
and Unaudited Consolidated Statement of Operations and Cash Flows
for the period January 1, 1997 to September 30, 1997.
3. Reports of Other Independent Accountants.
b. Pro Forma Financial Information.
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1. Introduction to the pro forma financial statements.
2. A pro forma balance sheet at December 31, 1996, which
combines the balance sheet of the Company and the balance sheet of
Pacific Generation Company along with a description of material pro
forma adjustments.
3. A pro forma income statement which combines the results of
the Company and the results of Pacific Generation Company, for the
year ended December 31, 1996, along with a description of material
pro forma adjustments.
4. A pro forma balance sheet at September 30, 1997, which
combines the balance sheet of the Company and the balance sheet of
Pacific Generation Company along with a description of material pro
forma adjustments.
5. A pro forma income statement which combines the results of
the Company and the results of Pacific Generation Company for nine
months ended September 30, 1997, along with a description of
material pro forma adjustments.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NRG ENERGY, INC.
---------------------------
(Registrant)
/s/ Leonard A. Bluhm
---------------------------
Leonard A. Bluhm
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ David E. Ripka
---------------------------
David E. Ripka
Controller
(Principal Accounting Officer)
Date: May 13, 1998
--------------------
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.17 From the Employment Agreement between
the Company and certain officers.
27 Financial data schedule for the three months
ended March 31, 1998.
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