x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the Quarterly Period Ended: September 30, 2014 | ||
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware (State or other jurisdiction of incorporation or organization) | (609) 524-4500 (Registrants' telephone number, including area code) | |
211 Carnegie Center, Princeton, New Jersey (Address of principal executive offices) | 08540 (Zip Code) |
GenOn Energy, Inc. | o | Yes | o | No | |
GenOn Americas Generation, LLC | o | Yes | o | No | |
GenOn Mid-Atlantic, LLC | o | Yes | o | No |
GenOn Energy, Inc. | x | Yes | o | No | |
GenOn Americas Generation, LLC | x | Yes | o | No | |
GenOn Mid-Atlantic, LLC | x | Yes | o | No |
Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company | |
GenOn Energy, Inc. | o | o | x | o |
GenOn Americas Generation, LLC | o | o | x | o |
GenOn Mid-Atlantic, LLC | o | o | x | o |
(Do not check if a smaller reporting company) |
GenOn Energy, Inc. | o | Yes | x | No | |
GenOn Americas Generation, LLC | o | Yes | x | No | |
GenOn Mid-Atlantic, LLC | o | Yes | x | No |
Registrant | Parent | ||
GenOn Energy, Inc. | NRG Energy, Inc. | ||
GenOn Americas Generation, LLC | NRG Americas, Inc. | ||
GenOn Mid-Atlantic, LLC | NRG North America LLC |
• | General economic conditions, changes in the wholesale power markets and fluctuations in the cost of fuel; |
• | Volatile power supply costs and demand for power; |
• | Hazards customary to the power production industry and power generation operations such as fuel and electricity price volatility, unusual weather conditions, catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that the Registrants may not have adequate insurance to cover losses as a result of such hazards; |
• | The effectiveness of the Registrants’ risk management policies and procedures, and the ability of the Registrants’ counterparties to satisfy their financial commitments; |
• | The collateral demands of counterparties and other factors affecting the Registrants' liquidity position and financial condition; |
• | The Registrants’ ability to operate their businesses efficiently, manage capital expenditures and costs tightly, and generate earnings and cash flows from their asset-based businesses in relation to their debt and other obligations; |
• | The Registrants’ ability to enter into contracts to sell power and procure fuel on acceptable terms and prices; |
• | The liquidity and competitiveness of wholesale markets for energy commodities; |
• | Government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs and environmental laws and increased regulation of carbon dioxide and other greenhouse gas emissions; |
• | Price mitigation strategies and other market structures employed by ISOs or RTOs that result in a failure to adequately compensate NRG's generation units for all of its costs; |
• | The Registrants’ ability to borrow additional funds and access capital markets, as well as GenOn’s substantial indebtedness and the possibility that the Registrants may incur additional indebtedness going forward; and |
• | Operating and financial restrictions placed on the Registrants and their subsidiaries that are contained in the indentures governing GenOn’s outstanding notes, and in debt and other agreements of certain of the Registrants’ subsidiaries and project affiliates generally. |
2013 Form 10-K | The Registrants' Annual Report on Form 10-K for the year ended December 31, 2013 | |
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 | |
ASC | The FASB Accounting Standards Codification, which the FASB established as the source of authoritative U.S. GAAP | |
ASU | Accounting Standards Updates which reflect updates to the ASC | |
Bankruptcy Court | United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division | |
CAIR | Clean Air Interstate Rule | |
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 | |
CO2 | Carbon dioxide | |
CSAPR | Cross-State Air Pollution Rule | |
CWA | Clean Water Act | |
EPA | United States Environmental Protection Agency | |
Exchange Act | The Securities Exchange Act of 1934, as amended | |
FASB | Financial Accounting Standards Board | |
FERC | Federal Energy Regulatory Commission | |
GenOn | GenOn Energy, Inc. and, except where the context indicates otherwise, its subsidiaries | |
GenOn Americas Generation | GenOn Americas Generation, LLC and, except where the context indicates otherwise, its subsidiaries | |
GenOn Energy Holdings | GenOn Energy Holdings, Inc. and, except where the context indicates otherwise, its subsidiaries | |
GenOn Mid-Atlantic | GenOn Mid-Atlantic, LLC and, except where the context indicates otherwise, its subsidiaries, which include the coal generation units at two generating facilities under operating leases | |
ISO | Independent System Operator, also referred to as RTO | |
LIBOR | London Inter-Bank Offered Rate | |
MC Asset Recovery | MC Asset Recovery, LLC | |
MDE | Maryland Department of the Environment | |
Mirant | GenOn Energy Holdings, Inc. (formerly known as Mirant Corporation) and, except where the context indicates otherwise, its subsidiaries | |
Mirant/RRI Merger | The merger completed on December 3, 2010 of Mirant Corporation and RRI Energy Inc. to form GenOn Energy, Inc. | |
Mirant Debtors | GenOn Energy Holdings, Inc. (formerly known as Mirant Corporation) and certain of its subsidiaries | |
MISO | Midcontinent Independent System Operator, Inc. | |
MMBtu | Million British Thermal Units | |
MW | Megawatt | |
MWh | Saleable megawatt hours net of internal/parasitic load megawatt-hours | |
Net Exposure | Counterparty credit exposure to GenOn, GenOn Americas Generation or GenOn Mid-Atlantic, as applicable, net of collateral | |
NERC | North American Electric Reliability Corporation | |
NOL | Net Operating Loss | |
NOV | Notice of violation | |
NOx | Nitrogen oxide | |
NPNS | Normal Purchase Normal Sale | |
NRC | U.S. Nuclear Regulatory Commission |
NRG | NRG Energy, Inc. and, except where the context indicates otherwise, its subsidiaries | |
NRG Americas | NRG Americas, Inc. (formerly known as GenOn Americas, Inc.) | |
NRG Merger | The merger completed on December 14, 2012, whereby GenOn became a wholly owned subsidiary of NRG | |
NYISO | New York Independent System Operator | |
NYSPSC | New York State Public Service Commission | |
OCI | Other comprehensive income | |
PADEP | Pennsylvania Department of Environmental Protection | |
PJM | PJM Interconnection, LLC | |
PJM market | The wholesale and retail electric market operated by PJM primarily in all or parts of Delaware, the District of Columbia, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia and West Virginia | |
Registrants | GenOn, GenOn Americas Generation and GenOn Mid-Atlantic, collectively | |
REMA | NRG REMA LLC (formerly known as GenOn REMA, LLC) | |
RTO | Regional Transmission Organization | |
Securities Act | The Securities Act of 1933, as amended | |
SO2 | Sulfur dioxide | |
U.S. | United States of America | |
U.S. GAAP | Accounting principles generally accepted in the United States |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In millions) | |||||||||||||||
Operating Revenues | |||||||||||||||
Operating revenues | $ | 713 | $ | 794 | $ | 2,300 | $ | 1,934 | |||||||
Operating revenues — affiliate | (4 | ) | 17 | 17 | 32 | ||||||||||
Total operating revenues | 709 | 811 | 2,317 | 1,966 | |||||||||||
Operating Costs and Expenses | |||||||||||||||
Cost of operations | 385 | 445 | 1,388 | 1,317 | |||||||||||
Cost of operations — affiliate | 67 | 66 | 358 | 139 | |||||||||||
Depreciation and amortization | 52 | 70 | 172 | 207 | |||||||||||
Impairment loss | 60 | — | 60 | — | |||||||||||
Selling, general and administrative | 19 | 30 | 60 | 83 | |||||||||||
Selling, general and administrative — affiliate | 33 | 37 | 99 | 74 | |||||||||||
Acquisition-related transaction and integration costs | 1 | 13 | 3 | 54 | |||||||||||
Total operating costs and expenses | 617 | 661 | 2,140 | 1,874 | |||||||||||
Loss on sale of assets | — | — | (6 | ) | — | ||||||||||
Operating Income | 92 | 150 | 171 | 92 | |||||||||||
Other Expense | |||||||||||||||
Other income, net | 2 | 2 | 4 | 4 | |||||||||||
Interest expense | (46 | ) | (48 | ) | (140 | ) | (145 | ) | |||||||
Interest expense - affiliate | (2 | ) | (3 | ) | (9 | ) | (9 | ) | |||||||
Loss on debt extinguishment | — | — | — | (11 | ) | ||||||||||
Total other expense | (46 | ) | (49 | ) | (145 | ) | (161 | ) | |||||||
Income/(Loss) Before Income Taxes | 46 | 101 | 26 | (69 | ) | ||||||||||
Income tax expense/(benefit) | — | — | 2 | (6 | ) | ||||||||||
Net Income/(Loss) | $ | 46 | $ | 101 | $ | 24 | $ | (63 | ) |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In millions) | |||||||||||||||
Net Income/(Loss) | $ | 46 | $ | 101 | $ | 24 | $ | (63 | ) | ||||||
Other comprehensive (loss)/income net of reclassifications, net of tax of $0: | |||||||||||||||
Unrealized loss on derivatives | — | (18 | ) | — | (1 | ) | |||||||||
Defined benefit plans | (5 | ) | — | 3 | 30 | ||||||||||
Other comprehensive (loss)/income | (5 | ) | (18 | ) | 3 | 29 | |||||||||
Comprehensive Income/(Loss) | $ | 41 | $ | 83 | $ | 27 | $ | (34 | ) |
September 30, 2014 | December 31, 2013 | ||||||
(unaudited) | |||||||
(In millions) | |||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 968 | $ | 760 | |||
Funds deposited by counterparties | — | 56 | |||||
Accounts receivable — trade | 105 | 178 | |||||
Inventory | 424 | 443 | |||||
Derivative instruments | 447 | 464 | |||||
Derivative instruments — affiliate | 4 | 5 | |||||
Cash collateral paid in support of energy risk management activities | 135 | 62 | |||||
Current assets held-for-sale | 17 | 17 | |||||
Prepayments and other current assets | 154 | 177 | |||||
Total current assets | 2,254 | 2,162 | |||||
Property, plant and equipment, net of accumulated depreciation of $417 and $248 | 3,053 | 3,176 | |||||
Other Assets | |||||||
Intangible assets, net of accumulated amortization of $65 and $34 | 73 | 65 | |||||
Derivative instruments | 161 | 181 | |||||
Derivative instruments — affiliate | 2 | 1 | |||||
Assets held-for-sale | 18 | — | |||||
Other non-current assets | 179 | 149 | |||||
Total other assets | 433 | 396 | |||||
Total Assets | $ | 5,740 | $ | 5,734 | |||
LIABILITIES AND STOCKHOLDER'S EQUITY | |||||||
Current Liabilities | |||||||
Current portion of long-term debt and capital leases | $ | 8 | $ | 5 | |||
Accounts payable | 125 | 187 | |||||
Accounts payable — affiliate | 19 | 72 | |||||
Derivative instruments | 405 | 160 | |||||
Derivative instruments — affiliate | 14 | 3 | |||||
Cash collateral received in support of energy risk management activities | — | 56 | |||||
Accrued expenses and other current liabilities | 295 | 266 | |||||
Total current liabilities | 866 | 749 | |||||
Other Liabilities | |||||||
Long-term debt and capital leases | 3,117 | 3,128 | |||||
Derivative instruments | 48 | 18 | |||||
Out-of-market contracts | 988 | 1,045 | |||||
Other non-current liabilities | 380 | 481 | |||||
Total non-current liabilities | 4,533 | 4,672 | |||||
Total Liabilities | 5,399 | 5,421 | |||||
Commitments and Contingencies | |||||||
Stockholder's Equity | |||||||
Common stock: $0.001 par value, 1 share authorized and issued at September 30, 2014 and December 31, 2013 | — | — | |||||
Additional paid-in capital | 325 | 325 | |||||
Accumulated deficit | (90 | ) | (114 | ) | |||
Accumulated other comprehensive income | 106 | 102 | |||||
Total Stockholder's Equity | 341 | 313 | |||||
Total Liabilities and Stockholder's Equity | $ | 5,740 | $ | 5,734 |
Nine months ended September 30, | |||||||
2014 | 2013 | ||||||
(In millions) | |||||||
Cash Flows from Operating Activities | |||||||
Net income/(loss) | $ | 24 | $ | (63 | ) | ||
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | |||||||
Depreciation and amortization | 172 | 207 | |||||
Amortization of financing costs and debt discount/premiums | (43 | ) | (57 | ) | |||
Amortization of out-of-market contracts and emission allowances | (17 | ) | (33 | ) | |||
Amortization of unearned equity compensation | — | 8 | |||||
Adjustment to loss on debt extinguishment | — | (28 | ) | ||||
Loss on sale of asset | 6 | — | |||||
Impairment loss | 60 | — | |||||
Changes in derivative instruments | 323 | 200 | |||||
Changes in collateral deposits supporting energy risk management activities | (73 | ) | 113 | ||||
Changes in other working capital | (173 | ) | 136 | ||||
Net Cash Provided by Operating Activities | 279 | 483 | |||||
Cash Flows from Investing Activities | |||||||
Net proceeds from sale of NRG Marsh Landing | — | 175 | |||||
Capital expenditures | (125 | ) | (241 | ) | |||
Decrease in restricted cash, net | — | 18 | |||||
Purchase of emission allowances, net of proceeds | — | (14 | ) | ||||
Proceeds from sale of assets, net of cash disposed of | 50 | — | |||||
Other | 5 | — | |||||
Net Cash Used by Investing Activities | (70 | ) | (62 | ) | |||
Cash Flows from Financing Activities | |||||||
Proceeds from issuance of long-term debt | — | 110 | |||||
Payments for short and long-term debt | (1 | ) | (578 | ) | |||
Net Cash Used by Financing Activities | (1 | ) | (468 | ) | |||
Net Increase/(Decrease) in Cash and Cash Equivalents | 208 | (47 | ) | ||||
Cash and Cash Equivalents at Beginning of Period | 760 | 825 | |||||
Cash and Cash Equivalents at End of Period | $ | 968 | $ | 778 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In millions) | |||||||||||||||
Operating Revenues | |||||||||||||||
Operating revenues | $ | 667 | $ | 769 | $ | 2,123 | $ | 1,834 | |||||||
Operating revenues — affiliate | (25 | ) | — | 110 | 105 | ||||||||||
Total operating revenues | 642 | 769 | 2,233 | 1,939 | |||||||||||
Operating Costs and Expenses | |||||||||||||||
Cost of operations | 198 | 300 | 753 | 679 | |||||||||||
Cost of operations — affiliate | 335 | 333 | 1,181 | 1,037 | |||||||||||
Depreciation and amortization | 21 | 26 | 70 | 79 | |||||||||||
Selling, general and administrative | 2 | 6 | 7 | 8 | |||||||||||
Selling, general and administrative — affiliate | 20 | 15 | 62 | 57 | |||||||||||
Total operating costs and expenses | 576 | 680 | 2,073 | 1,860 | |||||||||||
Loss on sale of assets | — | — | (6 | ) | — | ||||||||||
Operating Income | 66 | 89 | 154 | 79 | |||||||||||
Other Expense | |||||||||||||||
Interest expense | (17 | ) | (16 | ) | (50 | ) | (49 | ) | |||||||
Interest expense — affiliate | (2 | ) | (2 | ) | (6 | ) | (5 | ) | |||||||
Total other expense | (19 | ) | (18 | ) | (56 | ) | (54 | ) | |||||||
Income Before Income Taxes | 47 | 71 | 98 | 25 | |||||||||||
Income tax | — | — | — | — | |||||||||||
Net Income | $ | 47 | $ | 71 | $ | 98 | $ | 25 |
September 30, 2014 | December 31, 2013 | ||||||
(unaudited) | |||||||
(In millions) | |||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 126 | $ | 63 | |||
Accounts receivable — trade | 95 | 151 | |||||
Note receivable — affiliate | 331 | 299 | |||||
Inventory | 240 | 270 | |||||
Derivative instruments | 447 | 462 | |||||
Derivative instruments — affiliate | 300 | 84 | |||||
Cash collateral paid in support of energy risk management activities | 125 | 50 | |||||
Prepayments and other current assets | 99 | 105 | |||||
Total current assets | 1,763 | 1,484 | |||||
Property, plant and equipment, net of accumulated depreciation of $162 and $96 | 1,095 | 1,194 | |||||
Other Assets | |||||||
Intangible assets, net of accumulated amortization of $63 and $34 | 72 | 64 | |||||
Derivative instruments | 161 | 181 | |||||
Derivative instruments — affiliate | 32 | 8 | |||||
Other non-current assets | 85 | 32 | |||||
Total other assets | 350 | 285 | |||||
Total Assets | $ | 3,208 | $ | 2,963 | |||
LIABILITIES AND MEMBER'S EQUITY | |||||||
Current Liabilities | |||||||
Current portion of long-term debt and capital leases | $ | 5 | $ | 5 | |||
Accounts payable | 44 | 90 | |||||
Accounts payable — affiliate | 104 | 86 | |||||
Derivative instruments | 405 | 160 | |||||
Derivative instruments — affiliate | 273 | 107 | |||||
Cash collateral received in support of energy risk management activities | — | 56 | |||||
Accrued expenses and other current liabilities | 122 | 93 | |||||
Total current liabilities | 953 | 597 | |||||
Other Liabilities | |||||||
Long-term debt and capital leases | 932 | 943 | |||||
Derivative instruments | 48 | 18 | |||||
Derivative instruments — affiliate | 45 | 23 | |||||
Out-of-market contracts | 554 | 575 | |||||
Other non-current liabilities | 105 | 116 | |||||
Total non-current liabilities | 1,684 | 1,675 | |||||
Total Liabilities | 2,637 | 2,272 | |||||
Commitments and Contingencies | |||||||
Member’s Equity | |||||||
Member’s interest | 571 | 691 | |||||
Total Member’s Equity | 571 | 691 | |||||
Total Liabilities and Member’s Equity | $ | 3,208 | $ | 2,963 |
Nine months ended September 30, | |||||||
2014 | 2013 | ||||||
(In millions) | |||||||
Cash Flows from Operating Activities | |||||||
Net income | $ | 98 | $ | 25 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 70 | 79 | |||||
Amortization of debt premiums | (7 | ) | (6 | ) | |||
Amortization of out-of-market contracts and emission allowances | 10 | (6 | ) | ||||
Loss on disposals and sales of assets | 6 | 5 | |||||
Changes in derivative instruments | 258 | 183 | |||||
Changes in collateral deposits supporting energy risk management activities | (131 | ) | 49 | ||||
Changes in other working capital | 49 | (68 | ) | ||||
Net Cash Provided by Operating Activities | 353 | 261 | |||||
Cash Flows from Investing Activities | |||||||
Capital expenditures | (25 | ) | (44 | ) | |||
Decrease in note receivable — affiliate | (32 | ) | (101 | ) | |||
Purchase of emission allowances, net of proceeds | — | (14 | ) | ||||
Proceeds from sale of assets, net of cash disposed of | 50 | — | |||||
Net Cash Used by Investing Activities | (7 | ) | (159 | ) | |||
Cash Flows from Financing Activities | |||||||
Payments for short and long-term debt | — | (3 | ) | ||||
Capital contributions | 37 | 37 | |||||
Distributions to member | (320 | ) | (160 | ) | |||
Net Cash Used by Financing Activities | (283 | ) | (126 | ) | |||
Net Increase/(Decrease) in Cash and Cash Equivalents | 63 | (24 | ) | ||||
Cash and Cash Equivalents at Beginning of Period | 63 | 148 | |||||
Cash and Cash Equivalents at End of Period | $ | 126 | $ | 124 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In millions) | |||||||||||||||
Operating Revenues | |||||||||||||||
Operating revenues | $ | 46 | $ | 19 | $ | (110 | ) | $ | 25 | ||||||
Operating revenues — affiliate | 199 | 278 | 878 | 613 | |||||||||||
Total operating revenues | 245 | 297 | 768 | 638 | |||||||||||
Operating Costs and Expenses | |||||||||||||||
Cost of operations | 141 | 64 | 535 | 216 | |||||||||||
Cost of operations — affiliate | 25 | 112 | 26 | 245 | |||||||||||
Depreciation and amortization | 18 | 22 | 61 | 60 | |||||||||||
Selling, general and administrative — affiliate | 16 | 15 | 51 | 48 | |||||||||||
Total operating costs and expenses | 200 | 213 | 673 | 569 | |||||||||||
Operating Income | 45 | 84 | 95 | 69 | |||||||||||
Other Expense | |||||||||||||||
Interest expense | — | (1 | ) | (1 | ) | (1 | ) | ||||||||
Interest expense — affiliate | (1 | ) | (1 | ) | (3 | ) | (3 | ) | |||||||
Total other expense | (1 | ) | (2 | ) | (4 | ) | (4 | ) | |||||||
Income Before Income Taxes | 44 | 82 | 91 | 65 | |||||||||||
Income tax | — | — | — | — | |||||||||||
Net Income | $ | 44 | $ | 82 | $ | 91 | $ | 65 |
September 30, 2014 | December 31, 2013 | ||||||
(unaudited) | |||||||
(In millions) | |||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 129 | $ | 64 | |||
Accounts receivable — trade | 5 | 4 | |||||
Accounts receivable — affiliate | — | 35 | |||||
Inventory | 145 | 158 | |||||
Derivative instruments | 126 | 298 | |||||
Derivative instruments — affiliate | 59 | 53 | |||||
Prepayments and other current assets | 76 | 81 | |||||
Total current assets | 540 | 693 | |||||
Property, plant and equipment, net of accumulated depreciation of $138 and $77 | 934 | 987 | |||||
Other Assets | |||||||
Intangible assets, net of accumulated amortization of $1 and $0 | 10 | 11 | |||||
Derivative instruments | 16 | 60 | |||||
Derivative instruments — affiliate | 101 | 96 | |||||
Other non-current assets | 78 | 25 | |||||
Total other assets | 205 | 192 | |||||
Total Assets | $ | 1,679 | $ | 1,872 | |||
LIABILITIES AND MEMBER'S EQUITY | |||||||
Current Liabilities | |||||||
Current portion of long-term debt and capital leases | $ | 5 | $ | 5 | |||
Accounts payable | 17 | 16 | |||||
Accounts payable — affiliate | 8 | — | |||||
Derivative instruments | 5 | — | |||||
Derivative instruments — affiliate | 104 | 64 | |||||
Accrued expenses and other current liabilities | 60 | 49 | |||||
Total current liabilities | 199 | 134 | |||||
Other Liabilities | |||||||
Long-term debt and capital leases | 1 | 5 | |||||
Derivative instruments — affiliate | 18 | 9 | |||||
Out-of-market contracts | 553 | 575 | |||||
Other non-current liabilities | 59 | 71 | |||||
Total non-current liabilities | 631 | 660 | |||||
Total Liabilities | 830 | 794 | |||||
Commitments and Contingencies | |||||||
Member’s Equity | |||||||
Member’s interest | 849 | 1,078 | |||||
Total Member’s Equity | 849 | 1,078 | |||||
Total Liabilities and Member’s Equity | $ | 1,679 | $ | 1,872 |
Nine months ended September 30, | |||||||
2014 | 2013 | ||||||
(In millions) | |||||||
Cash Flows from Operating Activities | |||||||
Net income | $ | 91 | $ | 65 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 61 | 60 | |||||
Amortization of out-of-market contracts and emission allowances | (12 | ) | (8 | ) | |||
Loss on disposals and sales of assets | — | 5 | |||||
Changes in derivative instruments | 259 | 181 | |||||
Changes in collateral deposits supporting energy risk management activities | — | (14 | ) | ||||
Changes in other working capital | (3 | ) | (97 | ) | |||
Net Cash Provided by Operating Activities | 396 | 192 | |||||
Cash Flows from Investing Activities | |||||||
Capital expenditures | (11 | ) | (38 | ) | |||
Net Cash Used by Investing Activities | (11 | ) | (38 | ) | |||
Cash Flows from Financing Activities | |||||||
Payments for short and long-term debt | — | (3 | ) | ||||
Distributions to member | (320 | ) | (160 | ) | |||
Net Cash Used by Financing Activities | (320 | ) | (163 | ) | |||
Net Increase/(Decrease) in Cash and Cash Equivalents | 65 | (9 | ) | ||||
Cash and Cash Equivalents at Beginning of Period | 64 | 135 | |||||
Cash and Cash Equivalents at End of Period | $ | 129 | $ | 126 |
As of September 30, 2014 | As of December 31, 2013 | ||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
(In millions) | |||||||||||||||
Long and short-term debt | $ | 3,117 | $ | 2,828 | $ | 3,120 | $ | 3,058 |
As of September 30, 2014 | As of December 31, 2013 | ||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
(In millions) | |||||||||||||||
Long and short-term debt | $ | 931 | $ | 786 | $ | 938 | $ | 883 |
As of September 30, 2014 | |||||||||||||||
Fair Value | |||||||||||||||
Level 1 (a) | Level 2 (a) | Level 3 | Total | ||||||||||||
(In millions) | |||||||||||||||
Derivative assets: | |||||||||||||||
Commodity contracts | $ | 116 | $ | 482 | $ | 16 | $ | 614 | |||||||
Derivative liabilities: | |||||||||||||||
Commodity contracts | $ | 23 | $ | 408 | $ | 36 | $ | 467 | |||||||
Other assets (b) | $ | 21 | $ | — | $ | — | $ | 21 |
As of December 31, 2013 | |||||||||||||||
Fair Value | |||||||||||||||
Level 1 (a) | Level 2 (a) | Level 3 | Total | ||||||||||||
(In millions) | |||||||||||||||
Derivative assets: | |||||||||||||||
Commodity contracts | $ | 141 | $ | 507 | $ | 3 | $ | 651 | |||||||
Derivative liabilities: | |||||||||||||||
Commodity contracts | $ | 25 | $ | 149 | $ | 7 | $ | 181 | |||||||
Other assets (b) | $ | 37 | $ | — | $ | — | $ | 37 |
Fair Value Measurement Using Significant Unobservable Inputs (Level 3) | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
Derivatives (a) | Derivatives (a) | ||||||||||||||
(In millions) | |||||||||||||||
Beginning balance | $ | (44 | ) | $ | 3 | $ | (4 | ) | $ | 17 | |||||
Total gains/(losses) included in earnings — realized/unrealized | 1 | 1 | 3 | (15 | ) | ||||||||||
Purchases | 22 | 1 | (19 | ) | 3 | ||||||||||
Transfers into Level 3 (b) | 1 | — | — | — | |||||||||||
Ending balance | $ | (20 | ) | $ | 5 | $ | (20 | ) | $ | 5 | |||||
(Losses)/gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of September 30 | $ | — | $ | — | $ | (1 | ) | $ | 1 |
As of September 30, 2014 | |||||||||||||||
Fair Value | |||||||||||||||
Level 1 (a) | Level 2 (a) | Level 3 | Total | ||||||||||||
(In millions) | |||||||||||||||
Derivative assets: | |||||||||||||||
Commodity contracts | $ | 123 | $ | 786 | $ | 31 | $ | 940 | |||||||
Derivative liabilities: | |||||||||||||||
Commodity contracts | $ | 47 | $ | 675 | $ | 49 | $ | 771 |
As of December 31, 2013 | |||||||||||||||
Fair Value | |||||||||||||||
Level 1 (a) | Level 2 (a) | Level 3 | Total | ||||||||||||
(In millions) | |||||||||||||||
Derivative assets: | |||||||||||||||
Commodity contracts | $ | 153 | $ | 575 | $ | 7 | $ | 735 | |||||||
Derivative liabilities: | |||||||||||||||
Commodity contracts | $ | 74 | $ | 226 | $ | 8 | $ | 308 |
Fair Value Measurement Using Significant Unobservable Inputs (Level 3) | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
Derivatives (a) | Derivatives (a) | ||||||||||||||
(In millions) | |||||||||||||||
Beginning balance | $ | (41 | ) | $ | 3 | $ | (1 | ) | $ | 17 | |||||
Total gains/(losses) included in earnings — realized/unrealized | 1 | — | 1 | (16 | ) | ||||||||||
Purchases | 22 | 1 | (18 | ) | 3 | ||||||||||
Ending balance | $ | (18 | ) | $ | 4 | $ | (18 | ) | $ | 4 | |||||
Gains/(losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of September 30 | $ | 1 | $ | (1 | ) | $ | — | $ | — |
As of September 30, 2014 | |||||||||||||||
Fair Value | |||||||||||||||
Level 1 (a) | Level 2 (a) | Level 3 | Total | ||||||||||||
(In millions) | |||||||||||||||
Derivative assets: | |||||||||||||||
Commodity contracts | $ | 92 | $ | 209 | $ | 1 | $ | 302 | |||||||
Derivative liabilities: | |||||||||||||||
Commodity contracts | $ | 17 | $ | 91 | $ | 19 | $ | 127 |
As of December 31, 2013 | |||||||||||||||
Fair Value | |||||||||||||||
Level 1 (a) | Level 2 (a) | Level 3 | Total | ||||||||||||
(In millions) | |||||||||||||||
Derivative assets: | |||||||||||||||
Commodity contracts | $ | 87 | $ | 420 | $ | — | $ | 507 | |||||||
Derivative liabilities: | |||||||||||||||
Commodity contracts | $ | 13 | $ | 60 | $ | — | $ | 73 |
Fair Value Measurement Using Significant Unobservable Inputs (Level 3) | |||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
Derivatives (a) | Derivatives (a) | ||||||||||||||
(In millions) | |||||||||||||||
Beginning balance | $ | (41 | ) | $ | 2 | $ | — | $ | 7 | ||||||
Total gains/(losses) included in earnings — realized/unrealized | 1 | — | — | (7 | ) | ||||||||||
Purchases | 22 | 1 | (18 | ) | 3 | ||||||||||
Ending balance | $ | (18 | ) | $ | 3 | $ | (18 | ) | $ | 3 | |||||
Gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of September 30 | $ | 1 | $ | — | $ | — | $ | 1 |
As of September 30, 2014 | As of December 31, 2013 | ||||||
(In millions) | |||||||
GenOn | $ | 1 | $ | 1 | |||
GenOn Americas Generation | 1 | 1 | |||||
GenOn Mid-Atlantic | 1 | 3 |
Category | Net Exposure (a) (% of Total) | |
Financial institutions | 68 | % |
Utilities, energy merchants, marketers and other | 22 | |
ISOs | 10 | |
Total as of September 30, 2014 | 100 | % |
Category | Net Exposure (a) (% of Total) | |
Investment grade | 97 | % |
Non-rated | 3 | |
Total as of September 30, 2014 | 100 | % |
Category | Net Exposure (a) (% of Total) | |
Financial institutions | 70 | % |
Utilities, energy merchants, marketers and other | 20 | |
ISOs | 10 | |
Total as of September 30, 2014 | 100 | % |
Category | Net Exposure (a) (% of Total) | |
Investment grade | 99 | % |
Non-rated | 1 | |
Total as of September 30, 2014 | 100 | % |
Category | Net Exposure (a) (% of Total) | |
Financial institutions | 100 | % |
Category | Net Exposure (a) (% of Total) | |
Investment grade | 100 | % |
GenOn | GenOn Americas Generation | GenOn Mid-Atlantic | |||||||||||||
Total Volume | Total Volume | Total Volume | |||||||||||||
As of September 30, 2014 | As of December 31, 2013 | As of September 30, 2014 | As of December 31, 2013 | As of September 30, 2014 | As of December 31, 2013 | ||||||||||
Commodity | Units | (In millions) | |||||||||||||
Coal | Short Ton | 10 | 6 | 7 | 4 | 7 | 4 | ||||||||
Natural Gas | MMBtu | (47 | ) | (111) | (55 | ) | (113) | (59 | ) | (119) | |||||
Power | MWh | (38 | ) | (26) | (19 | ) | (14) | (18 | ) | (14) |
Fair Value | |||||||||||||||
Derivative Assets | Derivative Liabilities | ||||||||||||||
September 30, 2014 | December 31, 2013 | September 30, 2014 | December 31, 2013 | ||||||||||||
(In millions) | |||||||||||||||
Derivatives Not Designated as Cash Flow Hedges: | |||||||||||||||
Commodity contracts current | $ | 451 | $ | 469 | $ | 419 | $ | 163 | |||||||
Commodity contracts long-term | 163 | 182 | 48 | 18 | |||||||||||
Total Derivatives Not Designated as Cash Flow Hedges | $ | 614 | $ | 651 | $ | 467 | $ | 181 |
Fair Value | |||||||||||||||
Derivative Assets | Derivative Liabilities | ||||||||||||||
September 30, 2014 | December 31, 2013 | September 30, 2014 | December 31, 2013 | ||||||||||||
(In millions) | |||||||||||||||
Derivatives Not Designated as Cash Flow Hedges: | |||||||||||||||
Commodity contracts current | $ | 747 | $ | 546 | $ | 678 | $ | 267 | |||||||
Commodity contracts long-term | 193 | 189 | 93 | 41 | |||||||||||
Total Derivatives Not Designated as Cash Flow Hedges | $ | 940 | $ | 735 | $ | 771 | $ | 308 |
Fair Value | |||||||||||||||
Derivative Assets | Derivative Liabilities | ||||||||||||||
September 30, 2014 | December 31, 2013 | September 30, 2014 | December 31, 2013 | ||||||||||||
(In millions) | |||||||||||||||
Derivatives Not Designated as Cash Flow Hedges: | |||||||||||||||
Commodity contracts current | $ | 185 | $ | 351 | $ | 109 | $ | 64 | |||||||
Commodity contracts long-term | 117 | 156 | 18 | 9 | |||||||||||
Total Derivatives Not Designated as Cash Flow Hedges | $ | 302 | $ | 507 | $ | 127 | $ | 73 |
Gross Amounts Not Offset in the Statement of Financial Position | ||||||||||||||||
Description | Gross Amounts of Recognized Assets / Liabilities | Derivative Instruments | Cash Collateral (Held) / Posted | Net Amount | ||||||||||||
September 30, 2014 | (In millions) | |||||||||||||||
Commodity contracts: | ||||||||||||||||
Derivative assets | $ | 608 | $ | (435 | ) | $ | — | $ | 173 | |||||||
Derivative assets - affiliate | 6 | (6 | ) | — | — | |||||||||||
Derivative liabilities | (453 | ) | 435 | 3 | (15 | ) | ||||||||||
Derivative liabilities - affiliate | (14 | ) | 6 | — | (8 | ) | ||||||||||
Total derivative instruments | $ | 147 | $ | — | $ | 3 | $ | 150 |
Gross Amounts Not Offset in the Statement of Financial Position | ||||||||||||||||
Description | Gross Amounts of Recognized Assets / Liabilities | Derivative Instruments | Cash Collateral (Held) / Posted | Net Amount | ||||||||||||
September 30, 2014 | (In millions) | |||||||||||||||
Commodity contracts: | ||||||||||||||||
Derivative assets | $ | 608 | $ | (435 | ) | $ | — | $ | 173 | |||||||
Derivative assets - affiliate | 332 | (318 | ) | — | 14 | |||||||||||
Derivative liabilities | (453 | ) | 435 | 3 | (15 | ) | ||||||||||
Derivative liabilities - affiliate | (318 | ) | 318 | — | — | |||||||||||
Total derivative instruments | $ | 169 | $ | — | $ | 3 | $ | 172 |
Gross Amounts Not Offset in the Statement of Financial Position | ||||||||||||||||
Description | Gross Amounts of Recognized Assets / Liabilities | Derivative Instruments | Cash Collateral (Held) / Posted | Net Amount | ||||||||||||
September 30, 2014 | (In millions) | |||||||||||||||
Commodity contracts: | ||||||||||||||||
Derivative assets | $ | 142 | $ | (5 | ) | $ | — | $ | 137 | |||||||
Derivative assets - affiliate | 160 | (122 | ) | — | 38 | |||||||||||
Derivative liabilities | (5 | ) | 5 | — | — | |||||||||||
Derivative liabilities - affiliate | (122 | ) | 122 | — | — | |||||||||||
Total derivative instruments | $ | 175 | $ | — | $ | — | $ | 175 |
Gross Amounts Not Offset in the Statement of Financial Position | ||||||||||||||||
Description | Gross Amounts of Recognized Assets / Liabilities | Derivative Instruments | Cash Collateral (Held) / Posted | Net Amount | ||||||||||||
December 31, 2013 | (In millions) | |||||||||||||||
Commodity contracts: | ||||||||||||||||
Derivative assets | $ | 645 | $ | (154 | ) | $ | (56 | ) | $ | 435 | ||||||
Derivative assets - affiliate | 6 | (3 | ) | — | 3 | |||||||||||
Derivative liabilities | (178 | ) | 154 | — | (24 | ) | ||||||||||
Derivative liabilities - affiliate | (3 | ) | 3 | — | — | |||||||||||
Total derivative instruments | $ | 470 | $ | — | $ | (56 | ) | $ | 414 |
Gross Amounts Not Offset in the Statement of Financial Position | ||||||||||||||||
Description | Gross Amounts of Recognized Assets / Liabilities | Derivative Instruments | Cash Collateral (Held) / Posted | Net Amount | ||||||||||||
December 31, 2013 | (In millions) | |||||||||||||||
Commodity contracts: | ||||||||||||||||
Derivative assets | $ | 643 | $ | (154 | ) | $ | (56 | ) | $ | 433 | ||||||
Derivative assets - affiliate | 92 | (92 | ) | — | — | |||||||||||
Derivative liabilities | (178 | ) | 154 | — | (24 | ) | ||||||||||
Derivative liabilities - affiliate | (130 | ) | 92 | — | (38 | ) | ||||||||||
Total derivative instruments | $ | 427 | $ | — | $ | (56 | ) | $ | 371 |
Gross Amounts Not Offset in the Statement of Financial Position | ||||||||||||||||
Description | Gross Amounts of Recognized Assets / Liabilities | Derivative Instruments | Cash Collateral (Held) / Posted | Net Amount | ||||||||||||
December 31, 2013 | (In millions) | |||||||||||||||
Commodity contracts: | ||||||||||||||||
Derivative assets | $ | 358 | $ | — | $ | — | $ | 358 | ||||||||
Derivative assets - affiliate | 149 | (73 | ) | — | 76 | |||||||||||
Derivative liabilities | — | — | — | — | ||||||||||||
Derivative liabilities - affiliate | (73 | ) | 73 | — | — | |||||||||||
Total derivative instruments | $ | 434 | $ | — | $ | — | $ | 434 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Accumulated OCI balance, beginning of period | $ | — | $ | 18 | $ | — | $ | 1 | |||||||
Recognized in OCI on interest rate derivatives | — | — | — | 19 | |||||||||||
Reclassified from accumulated OCI into earnings(a)(b) | — | — | — | (2 | ) | ||||||||||
Reversal as part of sale to NRG Yield LLC(c) | — | (18 | ) | — | (18 | ) | |||||||||
Accumulated OCI balance, end of period | $ | — | $ | — | $ | — | $ | — |
(a) | Amounts reclassified from accumulated OCI into income and amounts recognized in income from the ineffective portion of cash flow hedges are recorded in interest expense. |
(b) | 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 GenOn’s results of operations as a result of discontinued cash flow hedges. |
(c) | The reversal of accumulated OCI as part of the sale of NRG Marsh Landing to NRG Yield LLC resulted in the recognition of additional paid in capital. |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Unrealized mark-to-market results | |||||||||||||||
Reversal of previously recognized unrealized gains on settled positions related to economic hedges | $ | (59 | ) | $ | (73 | ) | $ | (210 | ) | $ | (270 | ) | |||
Net unrealized gains/(losses) on open positions related to economic hedges | 57 | 18 | (112 | ) | 56 | ||||||||||
Total unrealized mark-to-market losses for economic hedging activities | (2 | ) | (55 | ) | (322 | ) | (214 | ) | |||||||
Reversal of previously recognized unrealized gains on settled positions related to trading activity | — | (1 | ) | (1 | ) | (3 | ) | ||||||||
Net unrealized (losses)/gains on open positions related to trading activity | — | (1 | ) | — | 1 | ||||||||||
Total unrealized mark-to-market losses for trading activity | — | (2 | ) | (1 | ) | (2 | ) | ||||||||
Total unrealized losses | $ | (2 | ) | $ | (57 | ) | $ | (323 | ) | $ | (216 | ) |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Revenue from operations — energy commodities | $ | 3 | $ | (48 | ) | $ | (341 | ) | $ | (238 | ) | ||||
Cost of operations | (5 | ) | (9 | ) | 18 | 22 | |||||||||
Total impact to statements of operations | $ | (2 | ) | $ | (57 | ) | $ | (323 | ) | $ | (216 | ) |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Unrealized mark-to-market results | |||||||||||||||
Reversal of previously recognized unrealized gains on settled positions related to economic hedges | $ | (65 | ) | $ | (69 | ) | $ | (201 | ) | $ | (218 | ) | |||
Net unrealized gains/(losses) on open positions related to economic hedges | 30 | 11 | (55 | ) | 37 | ||||||||||
Total unrealized mark-to-market losses for economic hedging activities | (35 | ) | (58 | ) | (256 | ) | (181 | ) | |||||||
Reversal of previously recognized unrealized gains on settled positions related to trading activity | — | (1 | ) | (1 | ) | (3 | ) | ||||||||
Net unrealized (losses)/gains on open positions related to trading activity | — | (1 | ) | — | 1 | ||||||||||
Total unrealized mark-to-market losses for trading activity | — | (2 | ) | (1 | ) | (2 | ) | ||||||||
Total unrealized losses | $ | (35 | ) | $ | (60 | ) | $ | (257 | ) | $ | (183 | ) |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Revenue from operations — energy commodities | $ | (27 | ) | $ | (52 | ) | $ | (266 | ) | $ | (205 | ) | |||
Cost of operations | (8 | ) | (8 | ) | 9 | 22 | |||||||||
Total impact to statements of operations | $ | (35 | ) | $ | (60 | ) | $ | (257 | ) | $ | (183 | ) |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Unrealized mark-to-market results | |||||||||||||||
Reversal of previously recognized unrealized gains on settled positions related to economic hedges | $ | (63 | ) | $ | (70 | ) | $ | (203 | ) | $ | (220 | ) | |||
Net unrealized gains/(losses) on open positions related to economic hedges | 31 | 11 | (54 | ) | 39 | ||||||||||
Total unrealized losses | $ | (32 | ) | $ | (59 | ) | $ | (257 | ) | $ | (181 | ) |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Revenue from operations — energy commodities | $ | (24 | ) | $ | (51 | ) | $ | (267 | ) | $ | (203 | ) | |||
Cost of operations | (8 | ) | (8 | ) | 10 | 22 | |||||||||
Total impact to statements of operations | $ | (32 | ) | $ | (59 | ) | $ | (257 | ) | $ | (181 | ) |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions except otherwise noted) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Income/(loss) before income taxes | $ | 46 | $ | 101 | $ | 26 | $ | (69 | ) | ||||||
Income tax expense/(benefit) | — | — | 2 | (6 | ) | ||||||||||
Effective tax rate | — | % | — | % | 7.7 | % | 8.7 | % |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In millions) | |||||||||||||||
Allocated costs: | |||||||||||||||
Cost of operations — affiliate | $ | — | $ | 2 | $ | 1 | $ | 7 | |||||||
Selling, general and administrative — affiliate | 20 | 18 | 62 | 57 | |||||||||||
Total | $ | 20 | $ | 20 | $ | 63 | $ | 64 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(In millions) | |||||||||||||||
Allocated costs: | |||||||||||||||
Cost of operations — affiliate | $ | — | $ | 2 | $ | — | $ | 5 | |||||||
Selling, general and administrative — affiliate | 17 | 15 | 52 | 48 | |||||||||||
Total | $ | 17 | $ | 17 | $ | 52 | $ | 53 |
(In MW)(1) | ||||||||||
Generation Type | South Central | East | West | Total | ||||||
Natural gas | 1,198 | 6,151 | 4,435 | 11,784 | ||||||
Coal | — | 5,740 | — | 5,740 | ||||||
Oil | — | 2,059 | — | 2,059 | ||||||
Total generation capacity | 1,198 | 13,950 | 4,435 | 19,583 |
(In MW)(1) | |||||||
Generation Type | East | West | Total | ||||
Natural gas | 2,700 | 1,029 | 3,729 | ||||
Coal | 2,433 | — | 2,433 | ||||
Oil | 1,434 | — | 1,434 | ||||
Total generation capacity | 6,567 | 1,029 | 7,596 |
(In MW)(1) | ||
Generation Type | East | |
Natural gas | 1,942 | |
Coal | 2,433 | |
Oil | 308 | |
Total generation capacity | 4,683 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||
(In millions except otherwise noted) | 2014 | 2013 | Change % | 2014 | 2013 | Change % | |||||||||||||||
Operating Revenues | |||||||||||||||||||||
Energy revenue (a) | $ | 478 | $ | 566 | (16 | )% | $ | 1,888 | $ | 1,474 | 28 | % | |||||||||
Capacity revenue (a) | 221 | 273 | (19 | ) | 730 | 682 | 7 | ||||||||||||||
Mark-to-market for economic hedging activities | 3 | (46 | ) | 107 | (340 | ) | (236 | ) | (44 | ) | |||||||||||
Other revenues (b) | 7 | 18 | (61 | ) | 39 | 46 | (15 | ) | |||||||||||||
Total operating revenues | 709 | 811 | (13 | ) | 2,317 | 1,966 | 18 | ||||||||||||||
Operating Costs and Expenses | |||||||||||||||||||||
Generation cost of sales (a) | 280 | 321 | (13 | ) | 1,217 | 862 | 41 | ||||||||||||||
Mark-to-market for economic hedging activities | 5 | 9 | (44 | ) | (18 | ) | (22 | ) | (18 | ) | |||||||||||
Contract and emissions credit amortization | (10 | ) | (5 | ) | 100 | (16 | ) | (12 | ) | 33 | |||||||||||
Other cost of operations | 177 | 186 | (5 | ) | 563 | 628 | (10 | ) | |||||||||||||
Total cost of operations | 452 | 511 | (12 | ) | 1,746 | 1,456 | 20 | ||||||||||||||
Depreciation and amortization | 52 | 70 | (26 | ) | 172 | 207 | (17 | ) | |||||||||||||
Impairment loss | 60 | — | 100 | 60 | — | 100 | |||||||||||||||
Selling, general and administrative | 19 | 30 | (37 | ) | 60 | 83 | (28 | ) | |||||||||||||
Selling, general and administrative - affiliate | 33 | 37 | (11 | ) | 99 | 74 | 34 | ||||||||||||||
Acquisition-related transaction and integration costs | 1 | 13 | (92 | ) | 3 | 54 | (94 | ) | |||||||||||||
Total operating costs and expenses | 617 | 661 | (7 | ) | 2,140 | 1,874 | 14 | ||||||||||||||
Loss on sale of assets | — | — | — | (6 | ) | — | (100 | ) | |||||||||||||
Operating Income | 92 | 150 | (39 | ) | 171 | 92 | 86 | ||||||||||||||
Other Income/(Expense) | |||||||||||||||||||||
Other income, net | 2 | 2 | — | 4 | 4 | — | |||||||||||||||
Interest expense | (48 | ) | (51 | ) | (6 | ) | (149 | ) | (154 | ) | (3 | ) | |||||||||
Loss on debt extinguishment | — | — | — | — | (11 | ) | 100 | ||||||||||||||
Total other expense | (46 | ) | (49 | ) | (6 | ) | (145 | ) | (161 | ) | (10 | ) | |||||||||
Income/(Loss) Before Income Taxes | 46 | 101 | (54 | ) | 26 | (69 | ) | 138 | |||||||||||||
Income tax expense/(benefit) | — | — | — | 2 | (6 | ) | 133 | ||||||||||||||
Net Income/(Loss) | $ | 46 | $ | 101 | (54 | ) | $ | 24 | $ | (63 | ) | 138 | |||||||||
Business Metrics | |||||||||||||||||||||
Average natural gas price — Henry Hub ($/MMBtu) | $ | 4.06 | $ | 3.58 | 13 | % | $ | 4.55 | $ | 3.67 | 24 | % | |||||||||
MWh sold (in thousands) | 7,594 | 8,240 | (8 | ) | 24,918 | 22,819 | 9 | ||||||||||||||
MWh generated (in thousands) | 7,587 | 9,388 | (19 | ) | 27,036 | 26,160 | 3 |
(a) | Includes realized gains and losses from financially settled transactions. |
(b) | Includes unrealized trading gains and losses. |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Energy revenue | $ | 478 | $ | 566 | $ | 1,888 | $ | 1,474 | |||||||
Capacity revenue | 221 | 273 | 730 | 682 | |||||||||||
Other revenues | 7 | 18 | 39 | 46 | |||||||||||
Generation revenue | 706 | 857 | 2,657 | 2,202 | |||||||||||
Generation cost of sales | (280 | ) | (321 | ) | (1,217 | ) | (862 | ) | |||||||
Generation gross margin | $ | 426 | $ | 536 | $ | 1,440 | $ | 1,340 |
(In millions) | |||
Lower gross margin due to a 32% decrease in PJM capacity prices, partially offset by a 17% increase in NY hedged capacity prices from the creation of the Hudson Valley Load Zone | $ | (60 | ) |
Lower gross margin due to a 10% decrease in realized energy prices and a 5% decrease in generation | (47 | ) | |
Other | (3 | ) | |
$ | (110 | ) |
(In millions) | |||
Higher gross margin due to a 13% increase in realized energy prices due to weather conditions in the East as well as fewer outage hours during 2014, partially offset by an increase in natural gas prices | $ | 135 | |
Higher gross margin due to a 9% increase in PJM capacity volumes and a 2% increase in PJM hedged prices as well as the creation of the Hudson Valley Load Zone | 56 | ||
Higher gross margin due to the addition of a capacity contract for Bowline and more favorable RA contract pricing in Southern California, offset in part by the deactivation of Contra Costa as well as the Coolwater plant which changed from a PPA to a RA contract | 14 | ||
Lower gross margin due to the fuel type used for increased generation at Canal, which was primarily on oil in 2014 as opposed to natural gas in 2013, as well as the sale of Kendall in January 2014 | (80 | ) | |
Lower gross margin due to the sale of Marsh Landing in 2013 | (19 | ) | |
Other | (6 | ) | |
$ | 100 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Mark-to-market results in operating revenues | |||||||||||||||
Reversal of previously recognized unrealized gains on settled positions related to economic hedges | $ | (63 | ) | $ | (80 | ) | $ | (225 | ) | $ | (304 | ) | |||
Net unrealized gains/(losses) on open positions related to economic hedges | 66 | 34 | (115 | ) | 68 | ||||||||||
Total mark-to-market gains/(losses) in operating revenues | $ | 3 | $ | (46 | ) | $ | (340 | ) | $ | (236 | ) | ||||
Mark-to-market results in operating costs and expenses | |||||||||||||||
Reversal of previously recognized unrealized losses on settled positions related to economic hedges | $ | 4 | $ | 7 | $ | 15 | $ | 34 | |||||||
Net unrealized (losses)/gains on open positions related to economic hedges | (9 | ) | (16 | ) | 3 | (12 | ) | ||||||||
Total mark-to-market (losses)/gains in operating costs and expenses | $ | (5 | ) | $ | (9 | ) | $ | 18 | $ | 22 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Trading gains/(losses) | |||||||||||||||
Realized | $ | — | $ | 6 | $ | 2 | $ | 8 | |||||||
Unrealized | — | (2 | ) | (1 | ) | (2 | ) | ||||||||
Total trading gains | $ | — | $ | 4 | $ | 1 | $ | 6 |
(In millions) | |||
Lower operating costs due to decreased maintenance and project expenses, specifically at Morgantown and Seward where there were a major outages in 2013 with none occurring in 2014, and from the sale of Kendall, offset in part by increased variable costs resulting from increased run time | $ | 46 | |
Decrease in property tax expense associated with the decrease in the property tax assessment for Bowline | 5 | ||
Other | 14 | ||
$ | 65 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||
(In millions except otherwise noted) | 2014 | 2013 | Change % | 2014 | 2013 | Change % | |||||||||||||||
Operating Revenues | |||||||||||||||||||||
Energy revenue (a) | $ | 441 | $ | 545 | (19 | )% | $ | 1,746 | $ | 1,437 | 22 | % | |||||||||
Capacity revenue (a) | 222 | 264 | (16 | ) | 716 | 625 | 15 | ||||||||||||||
Mark-to-market for economic hedging activities | (27 | ) | (50 | ) | 46 | (265 | ) | (203 | ) | (31 | ) | ||||||||||
Other revenues (b) | 6 | 10 | (40 | ) | 36 | 80 | (55 | ) | |||||||||||||
Total operating revenues | 642 | 769 | (17 | ) | 2,233 | 1,939 | 15 | ||||||||||||||
Operating Costs and Expenses | |||||||||||||||||||||
Generation cost of sales (a) | 445 | 530 | (16 | ) | 1,682 | 1,422 | 18 | ||||||||||||||
Mark-to-market for economic hedging activities | 8 | 8 | — | (9 | ) | (22 | ) | (59 | ) | ||||||||||||
Contract and emissions credit amortization | — | 4 | (100 | ) | 11 | 13 | (15 | ) | |||||||||||||
Other cost of operations | 80 | 91 | (12 | ) | 250 | 303 | (17 | ) | |||||||||||||
Total cost of operations | 533 | 633 | (16 | ) | 1,934 | 1,716 | 13 | ||||||||||||||
Depreciation and amortization | 21 | 26 | (19 | ) | 70 | 79 | (11 | ) | |||||||||||||
Selling, general and administrative | 22 | 21 | 5 | 69 | 65 | 6 | |||||||||||||||
Total operating costs and expenses | 576 | 680 | (15 | ) | 2,073 | 1,860 | 11 | ||||||||||||||
Loss on sale of assets | — | — | — | (6 | ) | — | (100 | ) | |||||||||||||
Operating Income | 66 | 89 | (26 | ) | 154 | 79 | 95 | ||||||||||||||
Other Expense | |||||||||||||||||||||
Interest expense | (19 | ) | (18 | ) | 6 | (56 | ) | (54 | ) | 4 | |||||||||||
Total other expense | (19 | ) | (18 | ) | 6 | (56 | ) | (54 | ) | 4 | |||||||||||
Income Before Income Taxes | 47 | 71 | (34 | ) | 98 | 25 | 292 | ||||||||||||||
Income taxes | — | — | — | — | — | — | |||||||||||||||
Net Income | $ | 47 | $ | 71 | (34 | ) | $ | 98 | $ | 25 | 292 | ||||||||||
Business Metrics | |||||||||||||||||||||
Average natural gas price — Henry Hub ($/MMBtu) | $ | 4.06 | $ | 3.58 | 13 | % | $ | 4.55 | $ | 3.67 | 24 | % | |||||||||
MWh sold (in thousands) | 2,268 | 2,784 | (19 | ) | 10,241 | 7,382 | 39 | ||||||||||||||
MWh generated (in thousands) | 2,702 | 2,867 | (6 | ) | 10,191 | 7,554 | 35 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Energy revenue | $ | 441 | $ | 545 | $ | 1,746 | $ | 1,437 | |||||||
Capacity revenue | 222 | 264 | 716 | 625 | |||||||||||
Other revenues | 6 | 10 | 36 | 80 | |||||||||||
Generation revenue | 669 | 819 | 2,498 | 2,142 | |||||||||||
Generation cost of sales | (445 | ) | (530 | ) | (1,682 | ) | (1,422 | ) | |||||||
Generation gross margin | $ | 224 | $ | 289 | $ | 816 | $ | 720 |
(In millions) | |||
Lower gross margin due to a 13% decrease in realized energy prices at GenOn Mid-Atlantic and a 3% decrease in generation | $ | (36 | ) |
Lower gross margin due to a 37% decrease in PJM South hedged capacity prices, offset by a 17% increase in New York hedged capacity prices from the creation of the Lower Hudson Valley Load Zone | (33 | ) | |
Lower gross margin due a 34% decrease in realized energy prices in New York and New England as well as the sale of Kendall | (10 | ) | |
Higher gross margin due to the addition of a new capacity contract for Bowline | 10 | ||
Other | 4 | ||
$ | (65 | ) |
(In millions) | |||
Higher gross margin due to a 45% increase in generation at GenOn Mid-Atlantic due to weather conditions in the East as well as fewer outage hours during 2014 | $ | 156 | |
Lower gross margin due to a 12% decrease in realized energy prices at GenOn Mid-Atlantic partially offset by a 7% decrease in coal prices | (103 | ) | |
Higher gross margin due to a 79% increase in realized energy prices and a 50% increase in generation at Canal and Bowline, due to weather conditions in the East, offset in part by the sale of Kendall in early 2014 | 22 | ||
Higher gross margin due to increased hedged capacity prices in New York and PJM South | 15 | ||
Other | 6 | ||
$ | 96 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Mark-to-market results in operating revenues | |||||||||||||||
Reversal of previously recognized unrealized gains on settled positions related to economic hedges | $ | (68 | ) | $ | (76 | ) | $ | (212 | ) | $ | (251 | ) | |||
Net unrealized gains/(losses) on open positions related to economic hedges | 41 | 26 | (53 | ) | 48 | ||||||||||
Total mark-to-market losses in operating revenues | $ | (27 | ) | $ | (50 | ) | $ | (265 | ) | $ | (203 | ) | |||
Mark-to-market results in operating costs and expenses | |||||||||||||||
Reversal of previously recognized unrealized losses on settled positions related to economic hedges | $ | 3 | $ | 7 | $ | 11 | $ | 33 | |||||||
Net unrealized losses on open positions related to economic hedges | (11 | ) | (15 | ) | (2 | ) | (11 | ) | |||||||
Total mark-to-market (losses)/gains in operating costs and expenses | $ | (8 | ) | $ | (8 | ) | $ | 9 | $ | 22 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Trading gains/(losses) | |||||||||||||||
Realized | $ | — | $ | 6 | $ | 2 | $ | 8 | |||||||
Unrealized | — | (2 | ) | (1 | ) | (2 | ) | ||||||||
Total trading gains | $ | — | $ | 4 | $ | 1 | $ | 6 |
(In millions) | |||
Lower operating costs due to decreased maintenance and project expenses, specifically at Morgantown where there was a major outage in 2013 with none occurring in 2014 | $ | 9 | |
Other | 2 | ||
$ | 11 |
(In millions) | |||
Lower operating costs due to decreased maintenance and project expenses, specifically at Morgantown where there was a major outage in 2013 with none occurring in 2014 | $ | 38 | |
Decrease in property tax expense associated with the decrease in property tax assessment for Bowline | 9 | ||
Other | 6 | ||
$ | 53 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||
(In millions except otherwise noted) | 2014 | 2013 | Change % | 2014 | 2013 | Change % | |||||||||||||||
Operating Revenues | |||||||||||||||||||||
Energy revenue (a) | $ | 211 | $ | 251 | (16 | )% | $ | 799 | $ | 623 | 28 | % | |||||||||
Capacity revenue (a) | 56 | 93 | (40 | ) | 224 | 214 | 5 | ||||||||||||||
Mark-to-market for economic hedging activities | (24 | ) | (51 | ) | 53 | (267 | ) | (203 | ) | (32 | ) | ||||||||||
Other revenues | 2 | 4 | (50 | ) | 12 | 4 | 200 | ||||||||||||||
Total operating revenues | 245 | 297 | (18 | ) | 768 | 638 | 20 | ||||||||||||||
Operating Costs and Expenses | |||||||||||||||||||||
Generation cost of sales (a) | 96 | 100 | (4 | ) | 375 | 250 | 50 | ||||||||||||||
Mark-to-market for economic hedging activities | 8 | 8 | — | (10 | ) | (22 | ) | (55 | ) | ||||||||||||
Contract and emissions credit amortization | 1 | 2 | (50 | ) | 10 | 11 | (9 | ) | |||||||||||||
Other cost of operations | 61 | 66 | (8 | ) | 186 | 222 | (16 | ) | |||||||||||||
Total cost of operations | 166 | 176 | (6 | ) | 561 | 461 | 22 | ||||||||||||||
Depreciation and amortization | 18 | 22 | (18 | ) | 61 | 60 | 2 | ||||||||||||||
Selling, general and administrative | 16 | 15 | 7 | 51 | 48 | 6 | |||||||||||||||
Total operating costs and expenses | 200 | 213 | (6 | ) | 673 | 569 | 18 | ||||||||||||||
Operating Income | 45 | 84 | (46 | ) | 95 | 69 | 38 | ||||||||||||||
Other Expense | |||||||||||||||||||||
Interest expense | (1 | ) | (2 | ) | 50 | (4 | ) | (4 | ) | — | |||||||||||
Total other expense | (1 | ) | (2 | ) | (50 | ) | (4 | ) | (4 | ) | — | ||||||||||
Income Before Income Taxes | 44 | 82 | (46 | ) | 91 | 65 | 40 | ||||||||||||||
Income taxes | — | — | — | — | — | — | |||||||||||||||
Net Income | $ | 44 | $ | 82 | (46 | ) | $ | 91 | $ | 65 | 40 | ||||||||||
Business Metrics | |||||||||||||||||||||
Average natural gas price — Henry Hub ($/MMBtu) | $ | 4.06 | $ | 3.58 | 13 | $ | 4.55 | $ | 3.67 | 24 | |||||||||||
MWh sold (in thousands) | 2,241 | 2,320 | (3 | ) | 8,576 | 5,916 | 45 | ||||||||||||||
MWh generated (in thousands) | 2,241 | 2,320 | (3 | ) | 8,576 | 5,916 | 45 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Energy revenue | $ | 211 | $ | 251 | $ | 799 | $ | 623 | |||||||
Capacity revenue | 56 | 93 | 224 | 214 | |||||||||||
Other revenues | 2 | 4 | 12 | 4 | |||||||||||
Generation revenue | 269 | 348 | 1,035 | 841 | |||||||||||
Generation cost of sales | (96 | ) | (100 | ) | (375 | ) | (250 | ) | |||||||
Generation gross margin | $ | 173 | $ | 248 | $ | 660 | $ | 591 |
(In millions) | |||
Lower gross margin due to a 13% decrease in realized energy prices and a 3% decrease in generation | $ | (36 | ) |
Lower gross margin due to a 37% decrease in hedged capacity prices | (36 | ) | |
Other | (3 | ) | |
$ | (75 | ) |
(In millions) | |||
Higher gross margin due to a 45% increase in generation due to weather conditions in the East as well as fewer outage hours during 2014 | $ | 156 | |
Lower gross margin due to a 12% decrease in realized energy prices partially offset by a 7% decrease in coal prices | (103 | ) | |
Higher gross margin due to a 4% increase in hedged capacity prices | 11 | ||
Other | 5 | ||
$ | 69 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Mark-to-market results in operating revenues | |||||||||||||||
Reversal of previously recognized unrealized gains on settled positions related to economic hedges | $ | (65 | ) | $ | (77 | ) | $ | (214 | ) | $ | (252 | ) | |||
Net unrealized gains/(losses) on open positions related to economic hedges | 41 | 26 | (53 | ) | 49 | ||||||||||
Total mark-to-market losses in operating revenues | $ | (24 | ) | $ | (51 | ) | $ | (267 | ) | $ | (203 | ) | |||
Mark-to-market results in operating costs and expenses | |||||||||||||||
Reversal of previously recognized unrealized losses on settled positions related to economic hedges | $ | 2 | $ | 7 | $ | 11 | $ | 33 | |||||||
Net unrealized losses on open positions related to economic hedges | (10 | ) | (15 | ) | (1 | ) | (11 | ) | |||||||
Total mark-to-market (losses)/gains in operating costs and expenses | $ | (8 | ) | $ | (8 | ) | $ | 10 | $ | 22 |
September 30, 2014 | December 31, 2013 | |||||||
(In millions) | ||||||||
Cash and cash equivalents (GenOn excluding GenOn Mid-Atlantic and REMA) | $ | 519 | $ | 566 | ||||
Cash and cash equivalents (GenOn Mid-Atlantic) (a) | 129 | 64 | ||||||
Cash and cash equivalents (REMA) (a) | 320 | 130 | ||||||
Total | 968 | 760 | ||||||
Credit facility availability | 281 | 151 | ||||||
Total liquidity | $ | 1,249 | $ | 911 |
Number | Description | Method of Filing | ||
31.1A1 | Rule 13a-14(a)/15d-14(a) certification of David Crane. | Filed herewith. | ||
31.2A1 | Rule 13a-14(a)/15d-14(a) certification of Kirkland B. Andrews. | Filed herewith. | ||
31.3A1 | Rule 13a-14(a)/15d-14(a) certification of Ronald B. Stark. | Filed herewith. | ||
32.A1 | Section 1350 Certification. | Filed herewith. | ||
101 INS | XBRL Instance Document. | Filed herewith. | ||
101 SCH | XBRL Taxonomy Extension Schema. | Filed herewith. | ||
101 CAL | XBRL Taxonomy Extension Calculation Linkbase. | Filed herewith. | ||
101 DEF | XBRL Taxonomy Extension Definition Linkbase. | Filed herewith. | ||
101 LAB | XBRL Taxonomy Extension Label Linkbase. | Filed herewith. | ||
101 PRE | XBRL Taxonomy Extension Presentation Linkbase. | Filed herewith. |
Number | Description | Method of Filing | ||
31.1A2 | Rule 13a-14(a)/15d-14(a) certification of David Crane. | Filed herewith. | ||
31.2A2 | Rule 13a-14(a)/15d-14(a) certification of Kirkland B. Andrews. | Filed herewith. | ||
31.3A2 | Rule 13a-14(a)/15d-14(a) certification of Ronald B. Stark. | Filed herewith. | ||
32.A2 | Section 1350 Certification. | Filed herewith. | ||
101 INS | XBRL Instance Document. | Filed herewith. | ||
101 SCH | XBRL Taxonomy Extension Schema. | Filed herewith. | ||
101 CAL | XBRL Taxonomy Extension Calculation Linkbase. | Filed herewith. | ||
101 DEF | XBRL Taxonomy Extension Definition Linkbase. | Filed herewith. | ||
101 LAB | XBRL Taxonomy Extension Label Linkbase. | Filed herewith. | ||
101 PRE | XBRL Taxonomy Extension Presentation Linkbase. | Filed herewith. |
Number | Description | Method of Filing | ||
31.1A3 | Rule 13a-14(a)/15d-14(a) certification of David Crane. | Filed herewith. | ||
31.2A3 | Rule 13a-14(a)/15d-14(a) certification of Kirkland B. Andrews. | Filed herewith. | ||
31.3A3 | Rule 13a-14(a)/15d-14(a) certification of Ronald B. Stark. | Filed herewith. | ||
32.A3 | Section 1350 Certification. | Filed herewith. | ||
101 INS | XBRL Instance Document. | Filed herewith. | ||
101 SCH | XBRL Taxonomy Extension Schema. | Filed herewith. | ||
101 CAL | XBRL Taxonomy Extension Calculation Linkbase. | Filed herewith. | ||
101 DEF | XBRL Taxonomy Extension Definition Linkbase. | Filed herewith. | ||
101 LAB | XBRL Taxonomy Extension Label Linkbase. | Filed herewith. | ||
101 PRE | XBRL Taxonomy Extension Presentation Linkbase. | Filed herewith. |
GENON ENERGY, INC. (Registrant) | |||
/s/ DAVID CRANE | |||
David Crane Chief Executive Officer | |||
(Principal Executive Officer) | |||
/s/ KIRKLAND B. ANDREWS | |||
Kirkland B. Andrews Chief Financial Officer | |||
(Principal Financial Officer) | |||
/s/ RONALD B. STARK | |||
Ronald B. Stark Chief Accounting Officer | |||
(Principal Accounting Officer) |
GENON AMERICAS GENERATION, LLC (Registrant) | |||
/s/ DAVID CRANE | |||
David Crane Chief Executive Officer | |||
(Principal Executive Officer) | |||
/s/ KIRKLAND B. ANDREWS | |||
Kirkland B. Andrews Chief Financial Officer | |||
(Principal Financial Officer) | |||
/s/ RONALD B. STARK | |||
Ronald B. Stark Chief Accounting Officer | |||
(Principal Accounting Officer) |
GENON MID-ATLANTIC, LLC (Registrant) | |||
/s/ DAVID CRANE | |||
David Crane Chief Executive Officer | |||
(Principal Executive Officer) | |||
/s/ KIRKLAND B. ANDREWS | |||
Kirkland B. Andrews Chief Financial Officer | |||
(Principal Financial Officer) | |||
/s/ RONALD B. STARK | |||
Ronald B. Stark Chief Accounting Officer | |||
(Principal Accounting Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of GenOn Energy, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ DAVID CRANE | |
David Crane | |
Chief Executive Officer | |
(Principal Executive Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of GenOn Americas Generation, LLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ DAVID CRANE | |
David Crane | |
Chief Executive Officer | |
(Principal Executive Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of GenOn Mid-Atlantic, LLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ DAVID CRANE | |
David Crane | |
Chief Executive Officer | |
(Principal Executive Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of GenOn Energy, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ KIRKLAND B. ANDREWS | |
Kirkland B. Andrews | |
Chief Financial Officer | |
(Principal Financial Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of GenOn Americas Generation, LLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ KIRKLAND B. ANDREWS | |
Kirkland B. Andrews | |
Chief Financial Officer | |
(Principal Financial Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of GenOn Mid-Atlantic, LLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ KIRKLAND B. ANDREWS | |
Kirkland B. Andrews | |
Chief Financial Officer | |
(Principal Financial Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of GenOn Energy, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ RONALD B. STARK | |
Ronald B. Stark | |
Chief Accounting Officer | |
(Principal Accounting Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of GenOn Americas Generation, LLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ RONALD B. STARK | |
Ronald B. Stark | |
Chief Accounting Officer | |
(Principal Accounting Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of GenOn Mid-Atlantic, LLC; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ RONALD B. STARK | |
Ronald B. Stark | |
Chief Accounting Officer | |
(Principal Accounting Officer) |
(1) | The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Form 10-Q. |
/s/ DAVID CRANE | ||
David Crane | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
/s/ KIRKLAND B. ANDREWS | ||
Kirkland B. Andrews | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
/s/ RONALD B. STARK | ||
Ronald B. Stark | ||
Chief Accounting Officer | ||
(Principal Accounting Officer) |
(1) | The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Form 10-Q. |
/s/ DAVID CRANE | ||
David Crane | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
/s/ KIRKLAND B. ANDREWS | ||
Kirkland B. Andrews | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
/s/ RONALD B. STARK | ||
Ronald B. Stark | ||
Chief Accounting Officer | ||
(Principal Accounting Officer) |
(1) | The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Form 10-Q. |
/s/ DAVID CRANE | ||
David Crane | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
/s/ KIRKLAND B. ANDREWS | ||
Kirkland B. Andrews | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
/s/ RONALD B. STARK | ||
Ronald B. Stark | ||
Chief Accounting Officer | ||
(Principal Accounting Officer) |
P[[IN
M=>\/9 7O?^^XXP3,HYKMOL`BWTR @26H$\=0HDJ=F'$&I';R@69MAF;SX#8T#>:DC
M"W>(H#5R),_0]/D)AF98,XST15#`4#WO=&M$A`PIDF<(X@0,>>.9L&:FWC:T
M\'QE0.XQ1CWR\Z`7-@V7=6!:NT\8T\&.#W_9:/=@X<]+9J0IR6-PK:\L`ABPZAK=?UV3;W?
MT%.GAXX'/3F"Y\FEK6*-#5WF3#T%MPY$;V\4YXZ'/:VK;6)M^K*7,LH9MFU)
MS^\*NY5:NT;XDF&CRJ-SB+`LK_:#2OI!PL@L0E5H]$#J0-0[U+;L>%@45F1C
M#@;ER]7GLR%JI))F86F#U5`9VV'-676SUH&(\VH1L2:#8.7=E&L(&D]0R@=O
M;RHSK`FJ9_C6@3YZ>\/#GAZN>@T]T[<5O3!_V-;EQM1^42$H?35L@PSQ%* $_%O=/4E CO#V.8$Y?9?=V;YZ&R)DU1G U2Y;Q>.RN8N$
M5E\6]4GS]$4?/40*JX;-91KMF1PI!J^RL:OTOFV_K#3M=[G(XIIC4"<*ZK,7
M'X#JVVUH^]OF/#&84]2T\">0S/!QHQ0GXW4Y@#@B:>>@0))%@$`]A<1=*,0:
MG931PG&V.KS4DFU6[R`,3:DUUHO/D2K*&\.U%S6>*#<.X@^H#L;MH*QW=M>)
M3=ADJE5H%`2S-5:-+J"K=[KV!/>#NH S*]C];`;LQ`Z`Y:J"-KYH6'4Q3:4<]A62"9L!3?
M00KS;NM_S]E+^.7+73QH]P24K@R!<
M%SD?),21(J@R6"6!8EDN#)2*6/."O8TP02D0YWIW(J#)HB,1:1HW$$.12BD#<4BDW=!!"LZ2$#"=+&(+LR\>M
MXX30"D&8`:&NG9@:?M1/&N0D@G'L$$J$^NY(*K1.6IF(&EH"QQ?%&J5ZFMO;
MBH(8T^;8AZ*L+$8\C^Y'`9L3C\X""++70.OE@E!"U(M[O=`^'[26RV,U$1>$
M$J$^/-(+K?2!7@C2>D6187*:$@$Q-C-0E)7;F)G-F>^GKC9AHD%.O3".'4((
MA=2;.[W:X4?]I4'V+%@<)X02H9YLZA6BI[KUTJ!.KY6AA*:$D32(,1-%64%"
MB_V$:MC\RC(.EHD&.
'!7E*5;AZ5X<'>@]<7/8R,&[+":#/+=)YBF_9+3[$M"9Y)Q'?O1,%QLB!$
M%/E$05%`B"@*B8*BB!!1%!,%10DAHB@E"HHR0D113A04%82(HI(H**H($44U
M44!DQOQ"A72HZYCF+,.?8EO2UR_3VL8+XVEA>+#QY+MY!.<\0C>/R/"X8@,J
M=C-)R$2,2$H4#&-&B"C*B8*B@A!15!(%114AHJ@FBI4PD`K6LM1YB!VJ=E[V
MX`^Q+4EXB&U;+V:,/M*76>>[>01&1^Q5R<#9QXJ5,./47J
MDWY);[BO"?4EM&?T2Y@RM'L4@)A!$>S32%$?N+3J@<>/^A.2*272&8'!@98V9YCK$'0S'K
M0503?/HMFJ35T!0;<2>*$\9V54Z4Z.AJMESK/_3!5*NO>#)7+"8KF%KQB;2N
MK%L@K>86&$67*,ZP!3/SI#I@!((1*$9@BO`)F;*9N5\@_7$KK;K,R0&D*/8G
MJ!)&&01E4)3!7`SM<[JV*I56[*Q5')=4E$%0!D49S,70I(;0"UFRVIKUM$Y/
MVXZD/K\+XRP^:.C*J'RBH6OCRJ(:&AG7-QM0]'`*9>LPK=G6K*N;'KD=R7XZ
MN4#B`JD+9`.(*Y.=@T69:BC&M^0R-H[")%0D5Y7B%()3*$YA3HI>J;)_L"A6
M;06\#K?OM`4*7;V'.H)P"L$I%* <&JN"+J,OSN)1#F0!5"M1W0/3:"F/$:])+W^O@
M(%I.FFJ/_XO")9G]1EC$K'!V+:I/"]AU#/#>/%Z(>3\.8\^I13_LF4/%OQ8W
M:@.@\C91`;H1D6E`2] CV;CD[Y
M/LV.&/6RWN
M&-^2,D#9BWS4/D)/V/X(VQ,U5BBJ"NDTUI6C[\)]5E!W5)MN*MCMCZ)=+;)"
M?@0[7E#AX<`BQ7UBA6R8*I;\0:6MQTCN?9%:V0^(MA4%:0J(\QH$7X[;"V]S
M/;HYU1X%C^0Q`]]F9Y'XLHOE6@OH%D#CV.1.^UQNS:.A2BO^"C!40V_.O1:3
M#GV-=&Z0^[Z"24^)\3*'C@QLLOK9I7#@!T!?&N1@WU@8"QCA8/DAVD9-&MG^.`:8BHI@B
M")9N$^D-#+U"AF
[B%!"5S!J`(!ELO/?<,'-$?J5W@!&MGC&Y),+6`GNF6E@K\!'>``;1>Q@
M'T[RCQ_02"T2,C?/35V\]C^:O$L&+"QG47<`!*"ZU3@N^D^3%RAD8O.LOR@N
M>:<^DU0$+PV@3&@`ZDKS>$*X6I4TF`9L(:B#T=9=DOB$3A::X2\GHEE%$N/G
M.N4WS"@%`4!B8!_U3FGH0(,!)B/F,A584^BB^$G;EK/,RVCPYWJSAY;D\P8G
M`P2JRC;J@00