Condensed Consolidating Financial Information |
— Condensed Consolidating Financial Information As of March 31, 2013, the Company had outstanding $5.7 billion of Senior Notes due from 2018 - 2023, as shown in Note 7, Debt and Capital Leases. These Senior Notes are guaranteed by certain of NRG's current and future 100% owned domestic subsidiaries, or guarantor subsidiaries. These guarantees are both joint and several. The non-guarantor subsidiaries include all of NRG's foreign subsidiaries and certain domestic subsidiaries, including GenOn and its subsidiaries. Unless otherwise noted below, each of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of March 31, 2013: | | | | Allied Home Warranty GP LLC | NEO Corporation | NRG Power Marketing LLC | Allied Warranty LLC | NEO Freehold-Gen LLC | NRG Reliability Solutions LLC | Arthur Kill Power LLC | NEO Power Services Inc. | NRG Renter's Protection LLC | Astoria Gas Turbine Power LLC | New Genco GP, LLC | NRG Retail LLC | Cabrillo Power I LLC | Norwalk Power LLC | NRG Rockford Acquisition LLC | Cabrillo Power II LLC | NRG Affiliate Services Inc. | NRG Saguaro Operations Inc. | Carbon Management Solutions LLC | NRG Artesian Energy LLC | NRG Security LLC | Clean Edge Energy LLC | NRG Arthur Kill Operations Inc. | NRG Services Corporation | Conemaugh Power LLC | NRG Astoria Gas Turbine Operations Inc. | NRG SimplySmart Solutions LLC | Connecticut Jet Power LLC | NRG Bayou Cove LLC | NRG South Central Affiliate Services Inc. | Cottonwood Development LLC | NRG Cabrillo Power Operations Inc. | NRG South Central Generating LLC | Cottonwood Energy Company LP | NRG California Peaker Operations LLC | NRG South Central Operations Inc. | Cottonwood Generating Partners I LLC | NRG Cedar Bayou Development Company, LLC | NRG South Texas LP | Cottonwood Generating Partners II LLC | NRG Connecticut Affiliate Services Inc. | NRG Texas C&I Supply LLC | Cottonwood Generating Partners III LLC | NRG Construction LLC | NRG Texas Holding Inc. | Cottonwood Technology Partners LP | NRG Development Company Inc. | NRG Texas LLC | Devon Power LLC | NRG Devon Operations Inc. | NRG Texas Power LLC | Dunkirk Power LLC | NRG Dispatch Services LLC | NRG Unemployment Protection LLC | Eastern Sierra Energy Company LLC | NRG Dunkirk Operations Inc. | NRG Warranty Services LLC | El Segundo Power, LLC | NRG El Segundo Operations Inc. | NRG West Coast LLC | El Segundo Power II LLC | NRG Energy Labor Services LLC | NRG Western Affiliate Services Inc. | Elbow Creek Wind Project LLC | NRG Energy Services Group LLC | O'Brien Cogeneration, Inc. II | Energy Alternatives Wholesale LLC | NRG Energy Services LLC | ONSITE Energy, Inc. | Energy Plus Holdings LLC | NRG Generation Holdings, Inc. | Oswego Harbor Power LLC | Energy Plus Natural Gas LLC | NRG Home & Business Solutions LLC | RE Retail Receivables, LLC | Energy Protection Insurance Company | NRG Home Solutions LLC | Reliant Energy Northeast LLC | Everything Energy LLC | NRG Home Solutions Product LLC | Reliant Energy Power Supply, LLC | GCP Funding Company, LLC | NRG Homer City Services LLC | Reliant Energy Retail Holdings, LLC | Green Mountain Energy Company | NRG Huntley Operations Inc. | Reliant Energy Retail Services, LLC | Green Mountain Energy Company | NRG Identity Protect LLC | RERH Holdings, LLC | (NY Com) LLC | NRG Ilion Limited Partnership | Saguaro Power LLC | Green Mountain Energy Company | NRG Ilion LP LLC | Somerset Operations Inc. | (NY Res) LLC | NRG International LLC | Somerset Power LLC | Huntley Power LLC | NRG Maintenance Services LLC | Texas Genco Financing Corp. | Independence Energy Alliance LLC | NRG Mextrans Inc. | Texas Genco GP, LLC | Independence Energy Group LLC | NRG MidAtlantic Affiliate Services Inc. | Texas Genco Holdings, Inc. | Independence Energy Natural Gas LLC | NRG Middletown Operations Inc. | Texas Genco LP, LLC | Indian River Operations Inc. | NRG Montville Operations Inc. | Texas Genco Operating Services, LLC | Indian River Power LLC | NRG New Jersey Energy Sales LLC | Texas Genco Services, LP | Keystone Power LLC | NRG New Roads Holdings LLC | US Retailers LLC | Langford Wind Power, LLC | NRG North Central Operations Inc. | Vienna Operations Inc. | Lone Star A/C & Appliance Repair LLC | NRG Northeast Affiliate Services Inc. | Vienna Power LLC | Louisiana Generating LLC | NRG Norwalk Harbor Operations Inc. | WCP (Generation) Holdings LLC | Meriden Gas Turbines LLC | NRG Operating Services, Inc. | West Coast Power LLC | Middletown Power LLC | NRG Oswego Harbor Power Operations Inc. | | Montville Power LLC | NRG PacGen Inc. | | | | |
NRG conducts much of its business through and derives much of its income from its subsidiaries. Therefore, the Company's ability to make required payments with respect to its indebtedness and other obligations depends on the financial results and condition of its subsidiaries and NRG's ability to receive funds from its subsidiaries. Except for NRG Bayou Cove, LLC, which is subject to certain restrictions under the Company's Peaker financing agreements, there are no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to NRG. In addition, there may be restrictions for certain non-guarantor subsidiaries. The following condensed consolidating financial information presents the financial information of NRG Energy, Inc., the guarantor subsidiaries and the non-guarantor subsidiaries in accordance with Rule 3-10 under the Securities and Exchange Commission's Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or non-guarantor subsidiaries operated as independent entities. In this presentation, NRG Energy, Inc. consists of parent company operations. Guarantor subsidiaries and non-guarantor subsidiaries of NRG are reported on an equity basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis. NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS For the Three Months Ended March 31, 2013 (Unaudited) | | | | | | | | | | | | | | | | | | | | | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. (Note Issuer) | | Eliminations(a) | | Consolidated Balance | | (In millions) | Operating Revenues | | | | | | | | | | Total operating revenues | $ | 1,590 |
| | $ | 525 |
| | $ | — |
| | $ | (34 | ) | | $ | 2,081 |
| Operating Costs and Expenses | | | | | | | | | | Cost of operations | 1,258 |
| | 527 |
| | 7 |
| | (27 | ) | | 1,765 |
| Depreciation and amortization | 204 |
| | 91 |
| | 3 |
| | — |
| | 298 |
| Selling, general and administrative | 115 |
| | 54 |
| | 67 |
| | (7 | ) | | 229 |
| Acquisition-related transaction and integration costs | — |
| | 19 |
| | 13 |
| | — |
| | 32 |
| Development activity expenses | — |
| | 4 |
| | 12 |
| | — |
| | 16 |
| Total operating costs and expenses | 1,577 |
| | 695 |
| | 102 |
| | (34 | ) | | 2,340 |
| Operating Income/(Loss) | 13 |
| | (170 | ) | | (102 | ) | | — |
| | (259 | ) | Other Income/(Expense) | | | | | | | | | | Equity in earnings/(losses) of consolidated subsidiaries | 1 |
| | (4 | ) | | (157 | ) | | 160 |
| | — |
| Equity in earnings of unconsolidated affiliates | 1 |
| | 2 |
| | — |
| | — |
| | 3 |
| Other income, net | 1 |
| | 2 |
| | 1 |
| | — |
| | 4 |
| Loss on debt extinguishment | — |
| | — |
| | (28 | ) | | — |
| | (28 | ) | Interest expense | (5 | ) | | (64 | ) | | (127 | ) | | — |
| | (196 | ) | Total other expense | (2 | ) | | (64 | ) | | (311 | ) | | 160 |
| | (217 | ) | Income/(Loss) Before Income Taxes | 11 |
| | (234 | ) | | (413 | ) | | 160 |
| | (476 | ) | Income tax expense/(benefit) | 21 |
| | (85 | ) | | (85 | ) | | — |
| | (149 | ) | Net Loss | (10 | ) | | (149 | ) | | (328 | ) | | 160 |
| | (327 | ) | Less: Net income attributable to noncontrolling interest | — |
| | 1 |
| | — |
| | — |
| | 1 |
| Net Loss attributable to NRG Energy, Inc. | $ | (10 | ) | | $ | (150 | ) | | $ | (328 | ) | | $ | 160 |
| | $ | (328 | ) |
| | (a) | All significant intercompany transactions have been eliminated in consolidation. |
NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS For the Three Months Ended March 31, 2013 (Unaudited) | | | | | | | | | | | | | | | | | | | | | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. (Note Issuer) | | Eliminations(a) | | Consolidated Balance | | (In millions) | Net Loss | $ | (10 | ) | | $ | (149 | ) | | $ | (328 | ) | | $ | 160 |
| | $ | (327 | ) | Other comprehensive (loss)/income, net of tax | | | | | | | | | | Unrealized (loss)/gain on derivatives, net | (9 | ) | | 5 |
| | 7 |
| | 4 |
| | 7 |
| Foreign currency translation adjustments, net | — |
| | — |
| | — |
| | — |
| | — |
| Available-for-sale securities, net of income tax benefit | — |
| | — |
| | 2 |
| | — |
| | 2 |
| Defined benefit plan, net of income tax benefit | — |
| | — |
| | 5 |
| | — |
| | 5 |
| Other comprehensive (loss)/income | (9 | ) | | 5 |
| | 14 |
| | 4 |
| | 14 |
| Comprehensive loss | (19 | ) | | (144 | ) | | (314 | ) | | 164 |
| | (313 | ) | Less: Comprehensive income attributable to noncontrolling interest | — |
| | 1 |
| | — |
| | — |
| | 1 |
| Comprehensive loss attributable to NRG Energy, Inc. | (19 | ) | | (145 | ) | | (314 | ) | | 164 |
| | (314 | ) | Dividends for preferred shares | — |
| | — |
| | 2 |
| | — |
| | 2 |
| Comprehensive loss available for common stockholders | $ | (19 | ) | | $ | (145 | ) | | $ | (316 | ) | | $ | 164 |
| | $ | (316 | ) |
| | (a) | All significant intercompany transactions have been eliminated in consolidation. |
NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2013 (Unaudited) | | | | | | | | | | | | | | | | | | | | | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. (Note Issuer) | | Eliminations(a) | | Consolidated Balance | ASSETS | (In millions) | Current Assets | | | | | | | | | | Cash and cash equivalents | $ | 68 |
| | $ | 1,140 |
| | $ | 499 |
| | $ | — |
| | $ | 1,707 |
| Funds deposited by counterparties | — |
| | 105 |
| | — |
| | — |
| | 105 |
| Restricted cash | 12 |
| | 200 |
| | 9 |
| | — |
| | 221 |
| Accounts receivable, net | 740 |
| | 242 |
| | — |
| | — |
| | 982 |
| Inventory | 446 |
| | 460 |
| | (2 | ) | | — |
| | 904 |
| Derivative instruments | 2,344 |
| | 514 |
| | — |
| | (53 | ) | | 2,805 |
| Deferred income taxes | — |
| | 88 |
| | 40 |
| | — |
| | 128 |
| Cash collateral paid in support of energy risk management activities | 301 |
| | 154 |
| | — |
| | — |
| | 455 |
| Accounts receivable - affiliate | 2,880 |
| | (105 | ) | | (2,737 | ) | | (33 | ) | | 5 |
| Prepayments and other current assets | 115 |
| | 573 |
| | 39 |
| | (8 | ) | | 719 |
| Total current assets | 6,906 |
| | 3,371 |
| | (2,152 | ) | | (94 | ) | | 8,031 |
| Net property, plant and equipment | 9,773 |
| | 10,516 |
| | 135 |
| | (20 | ) | | 20,404 |
| Other Assets | | | | | | | | | | Investment in subsidiaries | 247 |
| | (114 | ) | | 17,565 |
| | (17,698 | ) | | — |
| Equity investments in affiliates | 32 |
| | 635 |
| | 10 |
| | — |
| | 677 |
| Notes receivable, less current portion | 3 |
| | 73 |
| | 220 |
| | (210 | ) | | 86 |
| Goodwill | 1,941 |
| | 13 |
| | — |
| | — |
| | 1,954 |
| Intangible assets, net | 1,005 |
| | 190 |
| | 33 |
| | (52 | ) | | 1,176 |
| Nuclear decommissioning trust fund | 501 |
| | — |
| | — |
| | — |
| | 501 |
| Deferred income tax | (948 | ) | | 1,909 |
| | 474 |
| | — |
| | 1,435 |
| Derivative instruments | 168 |
| | 398 |
| | — |
| | (4 | ) | | 562 |
| Other non-current assets | 75 |
| | 263 |
| | 207 |
| | — |
| | 545 |
| Total other assets | 3,024 |
| | 3,367 |
| | 18,509 |
| | (17,964 | ) | | 6,936 |
| Total Assets | $ | 19,703 |
| | $ | 17,254 |
| | $ | 16,492 |
| | $ | (18,078 | ) | | $ | 35,371 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | Current Liabilities | | | | | | | | | | Current portion of long-term debt and capital leases | $ | 1 |
| | $ | 580 |
| | $ | 16 |
| | $ | (41 | ) | | $ | 556 |
| Accounts payable | 509 |
| | 511 |
| | 34 |
| | — |
| | 1,054 |
| Accounts payable - affiliate | (283 | ) | | 1,897 |
| | (1,614 | ) | | — |
| | — |
| Derivative instruments | 2,261 |
| | 285 |
| | — |
| | (53 | ) | | 2,493 |
| Deferred income taxes | 130 |
| | — |
| | (130 | ) | | — |
| | — |
| Cash collateral received in support of energy risk management activities | — |
| | 105 |
| | — |
| | — |
| | 105 |
| Accrued expenses and other current liabilities | 245 |
| | 510 |
| | 199 |
| | — |
| | 954 |
| Total current liabilities | 2,863 |
| | 3,888 |
| | (1,495 | ) | | (94 | ) | | 5,162 |
| Other Liabilities | | | | | | | | | | Long-term debt and capital leases | 312 |
| | 8,511 |
| | 7,301 |
| | (210 | ) | | 15,914 |
| Nuclear decommissioning reserve | 359 |
| | — |
| | — |
| | — |
| | 359 |
| Nuclear decommissioning trust liability | 293 |
| | — |
| | — |
| | — |
| | 293 |
| Deferred income taxes | — |
| | 53 |
| | — |
| | — |
| | 53 |
| Derivative instruments | 303 |
| | 178 |
| | — |
| | (4 | ) | | 477 |
| Out-of-market contracts | 174 |
| | 1,051 |
| | — |
| | (31 | ) | | 1,194 |
| Other non-current liabilities | 510 |
| | 716 |
| | 248 |
| | — |
| | 1,474 |
| Total non-current liabilities | 1,951 |
| | 10,509 |
| | 7,549 |
| | (245 | ) | | 19,764 |
| Total liabilities | 4,814 |
| | 14,397 |
| | 6,054 |
| | (339 | ) | | 24,926 |
| 3.625% convertible perpetual preferred stock | — |
| | — |
| | 249 |
| | — |
| | 249 |
| Stockholders’ Equity | 14,889 |
| | 2,857 |
| | 10,189 |
| | (17,739 | ) | | 10,196 |
| Total Liabilities and Stockholders’ Equity | $ | 19,703 |
| | $ | 17,254 |
| | $ | 16,492 |
| | $ | (18,078 | ) | | $ | 35,371 |
|
| | (a) | All significant intercompany transactions have been eliminated in consolidation. |
NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2013 (Unaudited) | | | | | | | | | | | | | | | | | | | | | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. (Note Issuer) | | Eliminations(a) | | Consolidated Balance | | (In millions) | Cash Flows from Operating Activities | | | | | | | | | | Net loss | $ | (10 | ) | | $ | (149 | ) | | $ | (328 | ) | | $ | 160 |
| | $ | (327 | ) | Adjustments to reconcile net loss to net cash provided/(used) by operating activities: | | | | | | | | | | Distributions and equity in earnings of unconsolidated affiliates and consolidated subsidiaries | (2 | ) | | 5 |
| | 157 |
| | (160 | ) | | — |
| Depreciation and amortization | 204 |
| | 91 |
| | 3 |
| | — |
| | 298 |
| Provision for bad debts | 9 |
| | — |
| | — |
| | — |
| | 9 |
| Amortization of nuclear fuel | 6 |
| | — |
| | — |
| | — |
| | 6 |
| Amortization of financing costs and debt discount/premiums | — |
| | (20 | ) | | 7 |
| | — |
| | (13 | ) | Loss on debt extinguishment | — |
| | — |
| | 2 |
| | — |
| | 2 |
| Amortization of intangibles and out-of-market contracts | 30 |
| | 1 |
| | — |
| | — |
| | 31 |
| Amortization of unearned equity compensation | — |
| | — |
| | 18 |
| | — |
| | 18 |
| Changes in deferred income taxes and liability for uncertain tax benefits | 21 |
| | (85 | ) | | (148 | ) | | — |
| | (212 | ) | Changes in nuclear decommissioning trust liability | 10 |
| | — |
| | — |
| | — |
| | 10 |
| Changes in derivative instruments | 225 |
| | 105 |
| | (13 | ) | | — |
| | 317 |
| Changes in collateral deposits supporting energy risk management activities | (220 | ) | | (6 | ) | | — |
| | — |
| | (226 | ) | Cash (used)/provided by changes in other working capital | (73 | ) | | (183 | ) | | 219 |
| | — |
| | (37 | ) | Net Cash Provided/(Used) by Operating Activities | 200 |
| | (241 | ) | | (83 | ) | | — |
| | (124 | ) | Cash Flows from Investing Activities | | | | | | | |
| | |
| Intercompany loans to subsidiaries | (106 | ) | | 1 |
| | — |
| | 105 |
| | — |
| Acquisition of businesses, net of cash acquired | — |
| | (18 | ) | |
|
| | — |
| | (18 | ) | Capital expenditures | (66 | ) | | (731 | ) | | (16 | ) | | — |
| | (813 | ) | Increase in restricted cash, net | — |
| | (12 | ) | | (1 | ) | | — |
| | (13 | ) | Decrease/(increase) in restricted cash - U.S. DOE projects | — |
| | 13 |
| | (1 | ) | | — |
| | 12 |
| Increase in notes receivable | — |
| | (1 | ) | | (8 | ) | | — |
| | (9 | ) | Investments in nuclear decommissioning trust fund securities | (95 | ) | | — |
| | — |
| | — |
| | (95 | ) | Proceeds from sales of nuclear decommissioning trust fund securities | 85 |
| | — |
| | — |
| | — |
| | 85 |
| Proceeds from renewable energy grants | — |
| | 16 |
| | — |
| | — |
| | 16 |
| Other | (1 | ) | | — |
| | — |
| | — |
| | (1 | ) | Net Cash Used by Investing Activities | (183 | ) | | (732 | ) | | (26 | ) | | 105 |
| | (836 | ) | Cash Flows from Financing Activities | | | |
| | |
| | | | | Proceeds from intercompany loans |
|
| | — |
| | 105 |
| | (105 | ) | | — |
| Payment of dividends to common and preferred stockholders | — |
| | — |
| | (31 | ) | | — |
| | (31 | ) | Payment for treasury stock | — |
| | — |
| | (20 | ) | | — |
| | (20 | ) | Net (payments for)/receipt of settlement of acquired derivatives that include financing elements | (27 | ) | | 125 |
| | — |
| | — |
| | 98 |
| Contributions from noncontrolling interest in subsidiaries | — |
| | 20 |
| | — |
| | — |
| | 20 |
| Proceeds from issuance of long-term debt | — |
| | 728 |
| | 8 |
| | — |
| | 736 |
| Proceeds from issuance of common stock | — |
| | — |
| | 1 |
| | — |
| | 1 |
| Payment of debt issuance and hedging costs | — |
| | (3 | ) | | (2 | ) | | — |
| | (5 | ) | Payments for short and long-term debt | — |
| | (15 | ) | | (204 | ) | | — |
| | (219 | ) | Net Cash (Used)/Provided by Financing Activities | (27 | ) | | 855 |
| | (143 | ) | | (105 | ) | | 580 |
| Net Decrease in Cash and Cash Equivalents | (10 | ) | | (118 | ) | | (252 | ) | | — |
| | (380 | ) | Cash and Cash Equivalents at Beginning of Period | 78 |
| | 1,258 |
| | 751 |
| | — |
| | 2,087 |
| Cash and Cash Equivalents at End of Period | $ | 68 |
| | $ | 1,140 |
| | $ | 499 |
| | $ | — |
| | $ | 1,707 |
|
| | (a) | All significant intercompany transactions have been eliminated in consolidation. |
NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS For the Three Months Ended March 31, 2012 (Unaudited) | | | | | | | | | | | | | | | | | | | | | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. (Note Issuer) | | Eliminations(a) | | Consolidated Balance | | (In millions) | Operating Revenues | | | | | | | | | | Total operating revenues | $ | 1,778 |
| | $ | 101 |
| | $ | — |
| | $ | (17 | ) | | $ | 1,862 |
| Operating Costs and Expenses | | | | | | | | | | Cost of operations | 1,532 |
| | 60 |
| | 6 |
| | (15 | ) | | 1,583 |
| Depreciation and amortization | 214 |
| | 13 |
| | 3 |
| | — |
| | 230 |
| Selling, general and administrative | 122 |
| | 10 |
| | 76 |
| | (2 | ) | | 206 |
| Development activity expenses | — |
| | — |
| | 13 |
| | — |
| | 13 |
| Total operating costs and expenses | 1,868 |
| | 83 |
| | 98 |
| | (17 | ) | | 2,032 |
| Operating (Loss)/Income | (90 | ) | | 18 |
| | (98 | ) | | — |
| | (170 | ) | Other Income/(Expense) | | | | | | | | | | Equity in earnings/(losses) of consolidated subsidiaries | 6 |
| | (2 | ) | | (20 | ) | | 16 |
| | — |
| Equity in (losses)/earnings of unconsolidated affiliates | (2 | ) | | 10 |
| | — |
| | — |
| | 8 |
| Other income, net | (1 | ) | | 1 |
| | 1 |
| | — |
| | 1 |
| Interest expense | (5 | ) | | (14 | ) | | (146 | ) | | — |
| | (165 | ) | Total other (expense)/income | (2 | ) | | (5 | ) | | (165 | ) | | 16 |
| | (156 | ) | (Loss)/Income Before Income Taxes | (92 | ) | | 13 |
| | (263 | ) | | 16 |
| | (326 | ) | Income tax benefit | (28 | ) | | (36 | ) | | (56 | ) | | — |
| | (120 | ) | Net (Loss)/Income | (64 | ) | | 49 |
| | (207 | ) | | 16 |
| | (206 | ) | Less: Net income attributable to noncontrolling interest | — |
| | 1 |
| | — |
| | — |
| | 1 |
| Net (Loss)/Income attributable to NRG Energy, Inc. | $ | (64 | ) | | $ | 48 |
| | $ | (207 | ) | | $ | 16 |
| | $ | (207 | ) |
| | (a) | All significant intercompany transactions have been eliminated in consolidation. |
NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME For the Three Months Ended March 31, 2012 (Unaudited) | | | | | | | | | | | | | | | | | | | | | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. (Note Issuer) | | Eliminations(a) | | Consolidated Balance | | (In millions) | Net Loss/(Income) | $ | (64 | ) | | $ | 49 |
| | $ | (207 | ) | | $ | 16 |
| | $ | (206 | ) | Other comprehensive (loss)/income, net of tax |
| |
| |
| |
| | | Unrealized (loss)/gain on derivatives, net | (13 | ) | | 7 |
| | (3 | ) | | — |
| | (9 | ) | Foreign currency translation adjustments, net | — |
| | 6 |
| | — |
| | — |
| | 6 |
| Other comprehensive (loss)/income | (13 | ) | | 13 |
| | (3 | ) | | — |
| | (3 | ) | Comprehensive (loss)/income | (77 | ) | | 62 |
| | (210 | ) | | 16 |
| | (209 | ) | Less: Comprehensive income attributable to noncontrolling interest | — |
| | 1 |
| | — |
| | — |
| | 1 |
| Comprehensive (loss)/income attributable to NRG Energy, Inc. | (77 | ) | | 61 |
| | (210 | ) | | 16 |
| | (210 | ) | Dividends for preferred shares | — |
| | — |
| | 2 |
| | — |
| | 2 |
| Comprehensive (loss)/income available for common stockholders | $ | (77 | ) | | $ | 61 |
| | $ | (212 | ) | | $ | 16 |
| | $ | (212 | ) |
| | (a) | All significant intercompany transactions have been eliminated in consolidation. |
NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. (Note Issuer) | | Eliminations(a) | | Consolidated Balance | ASSETS | (In millions) | Current Assets | | | | | | | | | | Cash and cash equivalents | $ | 78 |
| | $ | 1,258 |
| | $ | 751 |
| | $ | — |
| | $ | 2,087 |
| Funds deposited by counterparties | 131 |
| | 140 |
| | — |
| | — |
| | 271 |
| Restricted cash | 11 |
| | 196 |
| | 10 |
| | — |
| | 217 |
| Accounts receivable-trade, net | 807 |
| | 254 |
| | — |
| | — |
| | 1,061 |
| Inventory | 472 |
| | 459 |
| | — |
| | — |
| | 931 |
| Derivative instruments | 2,058 |
| | 604 |
| | — |
| | (18 | ) | | 2,644 |
| Deferred income taxes | (153 | ) | | 10 |
| | 199 |
| | — |
| | 56 |
| Cash collateral paid in support of energy risk management activities | 81 |
| | 148 |
| | — |
| | — |
| | 229 |
| Accounts receivable - affiliate | 2,887 |
| | (231 | ) | | (2,581 | ) | | 10 |
| | 85 |
| Prepayments and other current assets | 79 |
| | 233 |
| | 63 |
| | — |
| | 375 |
| Total current assets | 6,451 |
| | 3,071 |
| | (1,558 | ) | | (8 | ) | | 7,956 |
| Net Property, Plant and Equipment | 9,905 |
| | 10,262 |
| | 121 |
| | (20 | ) | | 20,268 |
| Other Assets | | | | | | | | | | Investment in subsidiaries | 244 |
| | (102 | ) | | 17,655 |
| | (17,797 | ) | | — |
| Equity investments in affiliates | 33 |
| | 633 |
| | 10 |
| | — |
| | 676 |
| Capital leases and notes receivable, less current portion | 3 |
| | 74 |
| | 531 |
| | (529 | ) | | 79 |
| Goodwill | 1,944 |
| | 12 |
| | — |
| | — |
| | 1,956 |
| Intangible assets, net | 1,042 |
| | 177 |
| | 33 |
| | (52 | ) | | 1,200 |
| Nuclear decommissioning trust fund | 473 |
| | — |
| | — |
| | — |
| | 473 |
| Deferred income taxes | (915 | ) | | 1,829 |
| | 353 |
| | — |
| | 1,267 |
| Derivative instruments | 149 |
| | 515 |
| | — |
| | (2 | ) | | 662 |
| Other non-current assets | 85 |
| | 302 |
| | 210 |
| | — |
| | 597 |
| Total other assets | 3,058 |
| | 3,440 |
| | 18,792 |
| | (18,380 | ) | | 6,910 |
| Total Assets | $ | 19,414 |
| | $ | 16,773 |
| | $ | 17,355 |
| | $ | (18,408 | ) | | $ | 35,134 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | Current Liabilities | | | | | | | | | | Current portion of long-term debt and capital leases | $ | 1 |
| | $ | 137 |
| | $ | 15 |
| | $ | (6 | ) | | $ | 147 |
| Accounts payable | 541 |
| | 583 |
| | 46 |
| | — |
| | 1,170 |
| Accounts payable - affiliate | (55 | ) | | 1,421 |
| | (1,366 | ) | | | | — |
| Derivative instruments | 1,726 |
| | 271 |
| | 2 |
| | (18 | ) | | 1,981 |
| Cash collateral received in support of energy risk management activities | 131 |
| | 140 |
| | — |
| | — |
| | 271 |
| Accrued expenses and other current liabilities | 354 |
| | 511 |
| | 243 |
| | — |
| | 1,108 |
| Total current liabilities | 2,698 |
| | 3,063 |
| | (1,060 | ) | | (24 | ) | | 4,677 |
| Other Liabilities | | | | | | | | | | Long-term debt and capital leases | 310 |
| | 8,456 |
| | 7,496 |
| | (529 | ) | | 15,733 |
| Nuclear decommissioning reserve | 354 |
| | — |
| | — |
| | — |
| | 354 |
| Nuclear decommissioning trust liability | 273 |
| | — |
| | — |
| | — |
| | 273 |
| Deferred income taxes | — |
| | 55 |
| | — |
| | — |
| | 55 |
| Derivative instruments | 312 |
| | 190 |
| | — |
| | (2 | ) | | 500 |
| Out-of-market contracts | 180 |
| | 1,067 |
| | — |
| | (31 | ) | | 1,216 |
| Other non-current liabilities | 618 |
| | 802 |
| | 135 |
| | — |
| | 1,555 |
| Total non-current liabilities | 2,047 |
| | 10,570 |
| | 7,631 |
| | (562 | ) | | 19,686 |
| Total liabilities | 4,745 |
| | 13,633 |
| | 6,571 |
| | (586 | ) | | 24,363 |
| 3.625% Preferred Stock | — |
| | — |
| | 249 |
| | — |
| | 249 |
| Stockholders’ Equity | 14,669 |
| | 3,140 |
| | 10,535 |
| | (17,822 | ) | | 10,522 |
| Total Liabilities and Stockholders’ Equity | $ | 19,414 |
| | $ | 16,773 |
| | $ | 17,355 |
| | $ | (18,408 | ) | | $ | 35,134 |
|
| | (a) | All significant intercompany transactions have been eliminated in consolidation. |
NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2012 (Unaudited) | | | | | | | | | | | | | | | | | | | | | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | NRG Energy, Inc. (Note Issuer) | | Eliminations(a) | | Consolidated Balance | | (In millions) | Cash Flows from Operating Activities | | | | | | | | | | Net (loss)/income | $ | (64 | ) | | $ | 49 |
| | $ | (207 | ) | | $ | 16 |
| | $ | (206 | ) | Adjustments to reconcile net (loss)/income to net cash provided/(used) by operating activities: | | | | | | | | | | Distributions and equity in losses/(earnings) of unconsolidated affiliates and consolidated subsidiaries | 9 |
| | (5 | ) | | (17 | ) | | 13 |
| | — |
| Depreciation and amortization | 214 |
| | 13 |
| | 3 |
| | — |
| | 230 |
| Provision for bad debts | 7 |
| | — |
| | — |
| | — |
| | 7 |
| Amortization of nuclear fuel | 6 |
| | — |
| | — |
| | — |
| | 6 |
| Amortization of financing costs and debt discount/premiums | — |
| | 2 |
| | 6 |
| | — |
| | 8 |
| Amortization of intangibles and out-of market commodity contracts | 42 |
| | — |
| | — |
| | — |
| | 42 |
| Changes in deferred income taxes and liability for uncertain tax benefits | (29 | ) | | (44 | ) | | (56 | ) | | — |
| | (129 | ) | Changes in nuclear decommissioning trust liability | 8 |
| | — |
| | — |
| | — |
| | 8 |
| Changes in derivative instruments | 186 |
| | — |
| | 1 |
| | — |
| | 187 |
| Changes in collateral deposits supporting energy risk management activities | (187 | ) | | — |
| | — |
| | — |
| | (187 | ) | Cash provided/(used) by changes in other working capital | 104 |
| | 33 |
| | (147 | ) | | (32 | ) | | (42 | ) | Net Cash Provided/(used) by Operating Activities | 296 |
| | 48 |
| | (417 | ) | | (3 | ) | | (76 | ) | Cash Flows from Investing Activities | | | | | | | | | | Intercompany loans to subsidiaries | (201 | ) | | — |
| | 108 |
| | 93 |
| | — |
| Capital expenditures | (69 | ) | | (554 | ) | | (16 | ) | | — |
| | (639 | ) | Increase in restricted cash, net | (1 | ) | | (19 | ) | | — |
| | — |
| | (20 | ) | Decrease in restricted cash - U.S. DOE projects | — |
| | 71 |
| | 24 |
| | — |
| | 95 |
| Increase in notes receivable | — |
| | (7 | ) | | — |
| | — |
| | (7 | ) | Investments in nuclear decommissioning trust fund securities | (126 | ) | | — |
| | — |
| | — |
| | (126 | ) | Proceeds from sales of nuclear decommissioning trust fund securities | 119 |
| | — |
| | — |
| | — |
| | 119 |
| Proceeds from renewable energy grants | — |
| | 28 |
| | — |
| | — |
| | 28 |
| Other | 2 |
| | 4 |
| | 1 |
| | — |
| | 7 |
| Net Cash (Used)/Provided by Investing Activities | (276 | ) | | (477 | ) | | 117 |
| | 93 |
| | (543 | ) | Cash Flows from Financing Activities | | | | | | | | | | Proceeds from intercompany loans | — |
| | (108 | ) | | 201 |
| | (93 | ) | | — |
| Payment of dividends to preferred stockholders | — |
| | — |
| | (2 | ) | | — |
| | (2 | ) | Payment of intercompany dividends | — |
| | (3 | ) | | — |
| | 3 |
| | — |
| Net payment for settlement of acquired derivatives that include financing elements | (20 | ) | | — |
| | — |
| | — |
| | (20 | ) | Proceeds from issuance of long-term debt | 9 |
| | 406 |
| | — |
| | — |
| | 415 |
| Sale proceeds and other contributions from noncontrolling interest in subsidiaries | — |
| | 178 |
| | — |
| | — |
| | 178 |
| Payment of debt issuance and hedging costs | — |
| | (10 | ) | | — |
| | — |
| | (10 | ) | Payments for short and long-term debt | — |
| | (30 | ) | | (4 | ) | | — |
| | (34 | ) | Net Cash (Used)/Provided by Financing Activities | (11 | ) | | 433 |
| | 195 |
| | (90 | ) | | 527 |
| Effect of exchange rate changes on cash and cash equivalents | — |
| | 1 |
| | — |
| | — |
| | 1 |
| Net Increase/(Decrease) in Cash and Cash Equivalents | 9 |
| | 5 |
| | (105 | ) | | — |
| | (91 | ) | Cash and Cash Equivalents at Beginning of Period | 44 |
| | 85 |
| | 976 |
| | — |
| | 1,105 |
| Cash and Cash Equivalents at End of Period | $ | 53 |
| | $ | 90 |
| | $ | 871 |
| | $ | — |
| | $ | 1,014 |
|
| | (a) | All significant intercompany transactions have been eliminated in consolidation. |
|