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NRG · NRG Energy

34 filings

10-K

NRG 10-K Annual Reports

NRG Energy - 34 annual reports

Filing record · 2016–202610-K1110-Q328-K163

2025
NRG Energy Annual Report, Year Ended Dec 31, 2025
NRG Energy, Inc. reported 2025 total revenue of $30.71 billion, up from $28.13 billion in 2024, and net income of $864 million, down from $1.125 billion. Operating income fell to $1.845 billion from $2.424 billion, and interest expense rose to $741 million from $651 million, primarily reflecting the New Unsecured Notes and New Secured Notes issued to partially fund the LSP Portfolio acquisition. Economic gross margin, a non-GAAP measure, was $8.318 billion versus $7.901 billion in 2024, while gross margin decreased to $6.507 billion from $6.626 billion. The most significant event after year-end was the January 30, 2026 completion of the acquisition of the LSP Portfolio from LS Power, which includes 18 natural gas-fired and dual fuel facilities totaling approximately 13 GW across nine states, plus CPower, a demand response platform. Consideration consisted of 24.25 million NRG shares and $6.4 billion in cash, plus preliminary adjustments of $479 million, with approximately $3.2 billion of debt assumed. Cash and cash equivalents were $4.708 billion at December 31, 2025, and total liquidity excluding counterparty collateral was $9.628 billion, but the filing states liquidity was approximately $3.0 billion as of January 31, 2026 after the acquisition. Capital allocation remains shareholder-focused: the company repurchased $1.3 billion of shares in 2025, has an additional $3.0 billion authorization through 2028 alongside the existing $3.7 billion program, and raised its annual common dividend to $1.90 per share beginning in 2026. Total debt and finance leases were $16.6 billion at December 31, 2025, up from $10.9 billion a year earlier, and the company's senior unsecured debt is rated BB by S&P and Ba2 by Moody's.
Feb 24, 2026
2024
NRG Energy Annual Report, Year Ended Dec 31, 2024
NRG Energy, Inc. reported 2024 total revenue of $28.13 billion, down from $28.82 billion in 2023, and net income of $1.13 billion, compared with a net loss of $202 million in 2023. Operating income rose to $2.42 billion from $384 million, helped by a $208 million gain on sale of assets versus $1.58 billion in 2023, which included the STP sale. Economic gross margin was $7.90 billion, up from $7.11 billion, and total liquidity excluding counterparty collateral was $5.4 billion at year-end. Net income was also affected by a $382 million loss on debt extinguishment, mainly from repurchases of convertible notes and Vivint debt refinancing. The company's capital allocation framework targets returning about 80% of excess cash to shareholders, with $1.5 billion remaining under the $3.7 billion share repurchase authorization as of January 31, 2025. The common dividend was raised 8% to $1.76 per share annualized for 2025, with a stated target of 7-9% annual dividend growth. Cash from operating activities was $2.31 billion in 2024, compared with an outflow of $221 million in 2023, driven largely by changes in collateral deposits. The Vivint Smart Home acquisition, completed March 2023, continues to shape results, with Vivint contributing $1.93 billion of revenue and $1.02 billion of gross margin in 2024. Goodwill of $5.0 billion and intangibles remain significant, and the company disclosed a $0.4 billion contingent exposure tied to the CPI Security jury verdict on appeal, which it stated was adequately accrued. The company also announced agreements to develop up to 5.4 GW of new gas-fired generation with GE Vernova and Kiewit in February 2025.
Feb 26, 2025
2023
NRG Energy Annual Report, Year Ended Dec 31, 2023
NRG Energy, Inc. reported a 2023 net loss of $202 million on revenue of $28.82 billion, compared with net income of $1.22 billion on revenue of $31.54 billion in 2022. The decline reflects lower revenue, higher depreciation and amortization ($1.13 billion versus $634 million), higher selling, general and administrative costs ($1.97 billion versus $1.23 billion), and a $1.58 billion gain on sale of assets, largely from the sale of its 44% equity interest in STP for net proceeds of $1.654 billion. Operating income fell to $384 million from $2.02 billion. Results were shaped by the March 10, 2023 acquisition of Vivint Smart Home for $2.6 billion in cash, which added $1.55 billion of revenue and $1.40 billion of economic gross margin in the period from acquisition through year-end. Capital allocation was a major focus. NRG completed $1.2 billion of share repurchases under a $2.7 billion authorization, reduced debt by $900 million from operating cash flow, and redeemed $620 million of 3.875% Senior Notes. Cash used by operating activities was $221 million, versus cash provided of $360 million in 2022. Total liquidity, excluding counterparty collateral, rose to $4.84 billion from $2.79 billion. The Board raised the annual common dividend to $1.51 per share in 2023 and to $1.63 per share beginning in the first quarter of 2024. Total long-term debt and finance leases were $10.96 billion at year-end, and S&P downgraded the company's issuer credit rating to BB from BB+ in March 2023. The filing also highlights ongoing legal and regulatory exposures, including a $50 million compensatory and $140 million punitive jury verdict in CPI Security Systems v. Vivint Smart Home (under appeal), a $45 million patent verdict in SkyBell litigation, a pending Texas Supreme Court case on Winter Storm Uri pricing that could require retroactive repricing, and a January 2024 New York Public Service Commission notice of alleged non-compliance. Management reported that the company's internal control over financial reporting was effective as of December 31, 2023, with Vivint Smart Home excluded from that assessment.
Feb 28, 2024
2022
NRG Energy Annual Report, Year Ended Dec 31, 2022
NRG Energy, Inc. is a consumer services company built on dynamic retail brands, selling power, natural gas, and home and power services in the U.S. and Canada, supported by approximately 16 GW of generation as of December 31, 2022. In 2022 the company sold 155 TWhs of electricity and 1,918 MMDth of natural gas, and reported total revenues of $31.54 billion, down from $26.99 billion in 2021 on a comparison that included the impact of Winter Storm Uri. Net income fell to $1.22 billion from $2.19 billion, and operating income declined to $2.02 billion from $3.34 billion. Economic gross margin was $4.76 billion versus $5.57 billion in 2021, with the filing attributing the decline mainly to the Winter Storm Uri comparison and to lower Texas and East margins. The largest pending event is the acquisition of Vivint Smart Home, Inc. for $12 per share, or approximately $2.8 billion in cash, targeted to close in the first quarter of 2023. To fund it, the company increased its Revolving Credit Facility by $600 million and is preparing a senior secured 364-day bridge term loan of up to $2.1 billion. Liquidity, excluding counterparty collateral, was $2.79 billion at year-end 2022. Cash provided by operating activities fell to $360 million from $493 million, while the company returned capital through $334 million of dividends and $601 million of share repurchases, and it announced a 2023 dividend of $1.51 per share. The filing also highlights risks including Vivint integration uncertainty, commodity price volatility, PJM capacity market and penalty exposure from Winter Storm Elliott, and a Standard & Poor's CreditWatch placement with negative implications after the Vivint announcement, with its issuer rating at BB+.
Feb 23, 2023
2021
NRG Energy Annual Report, Year Ended Dec 31, 2021
NRG Energy, Inc. reported 2021 total operating revenues of $26.99 billion and net income of $2.19 billion, up from $9.09 billion and $510 million in 2020. The year was dominated by the January 5, 2021 acquisition of Direct Energy, which the filing says roughly doubled the retail portfolio, added over 3 million customers, and contributed $15.6 billion of revenue and $2.4 billion of income before taxes for 2021. Results were also shaped by Winter Storm Uri in February 2021, which the company says had a pre-tax financial impact of a $380 million loss after recognizing $689 million of expected Uplift Securitization proceeds from ERCOT, expected to be received in the second quarter of 2022. Operating income was $3.34 billion, and the year included a $3.1 billion-plus gain in economic hedge results and $544 million of impairment losses tied largely to PJM coal assets and the Joliet facility. Portfolio and capital allocation changed materially. NRG sold about 4,850 MW of fossil assets to Generation Bridge for $623 million net proceeds on December 1, 2021, and sold its 35% stake in Agua Caliente for $202 million. The company announced the near-term retirement of roughly 1,600 MW of PJM coal capacity in June 2022, while Indian River Unit 4 continues under a reliability must-run arrangement. Cash and cash equivalents fell to $250 million from $3.9 billion, and total liquidity excluding counterparty collateral fell to about $2.7 billion from $7.0 billion. Stockholders' equity rose to $3.6 billion. The board authorized $1 billion of share repurchases in December 2021, and the annual dividend was raised to $1.30 per share for 2021 and to $1.40 for 2022, with a stated target of 7-9% annual dividend growth thereafter. The filing highlights a leverage and liquidity profile that management describes as in transition. Total debt and finance leases were $8.11 billion at year-end, and the company said its deleveraging program will extend to 2023 in light of Winter Storm Uri. Credit ratings were BB+ (S&P) and Ba1 (Moody's), with S&P's issuer rating placed on CreditWatch negative in March 2021 and later affirmed as stable. Key risk items include pending Brazos bankruptcy claims, with NRG's undiscounted uplift share estimated at about $121 million, and a $403 million counterparty nonperformance exposure from Winter Storm Uri that was fully provided for. KPMG issued unqualified opinions, with the Direct Energy acquisition excluded from the internal control assessment.
Feb 24, 2022
2020
NRG Energy Annual Report, Year Ended Dec 31, 2020
NRG Energy, Inc. reported 2020 total operating revenues of $9.09 billion, down from $9.82 billion in 2019, and net income attributable to NRG Energy, Inc. of $510 million, compared with $4.44 billion in 2019, which included a $3.5 billion release of the valuation allowance. Operating income was $1.105 billion versus $1.290 billion. The company completed its three-year Transformation Plan as of December 31, 2020, reporting $1,065 million of recurring cost savings and margin enhancement and $3.0 billion of completed asset sales. Total liquidity excluding counterparty collateral was $7.04 billion at year-end 2020, up from $2.15 billion, driven largely by debt issuance and expanded collateral facilities to fund the acquisition of Direct Energy. Subsequent to year-end, NRG closed the $3.625 billion cash acquisition of Direct Energy, a North American subsidiary of Centrica plc, on January 5, 2021, adding over 3 million retail customers and operations in all 50 U.S. states and 8 Canadian provinces. On February 28, 2021, NRG agreed to sell approximately 4,850 MW of fossil generation to Generation Bridge (an ArcLight Capital Partners affiliate) for $760 million, with closing expected in the fourth quarter of 2021. Management stated that Winter Storm Uri's financial impact was not expected to be adverse to results, with a stress-test range of plus or minus $100 million to 2021 income from continuing operations. The quarterly dividend was raised to $1.30 per share annualized beginning in 2021, and the company targets 7-9% annual dividend growth thereafter under its long-term capital allocation policy, which allocates 50% of cash available for allocation to growth investments and 50% to shareholder returns.
Mar 1, 2021
2019
NRG Energy Annual Report, Year Ended Dec 31, 2019
NRG Energy, Inc. reported 2019 total operating revenues of $9.82 billion, up from $9.48 billion in 2018, and operating income of $1.29 billion versus $982 million. Net income attributable to NRG Energy, Inc. was $4.44 billion, driven primarily by a non-cash income tax benefit of $3.3 billion, which reflects a release of approximately $3.5 billion of the valuation allowance against U.S. federal and state deferred tax assets. Income from continuing operations before income taxes was $786 million. Cash flow from operations was $1.41 billion, and total liquidity excluding counterparty collateral funds was $2.15 billion at year-end. The company states it has substantially completed its three-year Transformation Plan, with margin enhancement activities continuing into 2020. Key 2019 portfolio actions included the sale of the South Central Portfolio for $1.0 billion, the sale of the Carlsbad project for $385 million, and the acquisition of Stream Energy for $329 million. NRG repurchased $1.44 billion of stock in 2019 under its authorizations and announced that the annual dividend will rise to $1.20 per share from $0.12 beginning in the first quarter of 2020, with a targeted annual dividend growth rate of 7-9% thereafter. Total debt was $6.04 billion at year-end, and the company's stated target is net debt to adjusted EBITDA of 2.5x to 2.75x. Investors should note that the filing highlights ongoing risks from wholesale power price volatility, PJM and ISO-NE capacity market reforms, state out-of-market subsidies for nuclear plants, New York retail energy market restrictions, and the PG&E bankruptcy affecting the Agua Caliente and Ivanpah projects. The company reports roughly 23,000 MW of generation and approximately 3.7 million retail customers as of December 31, 2019.
Feb 27, 2020
2018
NRG Energy Annual Report, Year Ended Dec 31, 2018
NRG Energy, Inc. reported its 2018 results in this Form 10-K filed February 28, 2019. Total operating revenues were $9.48 billion in 2018, up from $9.07 billion in 2017, and operating income was $982 million versus an operating loss of $741 million in 2017. Net income attributable to NRG was $268 million ($0.87 diluted per share), compared with a net loss of $2.15 billion in 2017, which included $1.53 billion of impairment losses. The company describes a three-year Transformation Plan targeting $1,065 million of recurring cost savings and margin enhancement, of which $532 million of annual cost savings and $32 million of margin enhancements were realized in 2018, and a plan to be fully implemented by the end of 2020. Portfolio simplification was a major theme in 2018 and early 2019. The sale of NRG Yield, Inc. and its Renewables Platform to Global Infrastructure Partners closed for approximately $1.348 billion in cash on August 31, 2018. The South Central Portfolio was sold to Cleco on February 4, 2019 for $1 billion, and the Carlsbad project was sold on February 27, 2019 for $387 million. The company reports that it reached its target of 3.0x net debt to adjusted EBITDA on a pro forma basis, has completed $1.5 billion of share repurchases through February 28, 2019, and the board authorized an additional $1.0 billion repurchase program for 2019. Liquidity excluding counterparty collateral was $1.98 billion at December 31, 2018, down from $2.76 billion a year earlier, and total stockholders' equity was a deficit of $1.23 billion. Retail remains the largest contributor. Retail delivered approximately 67 TWh of electricity in 2018 and served about 3.1 million customers, and the XOOM Energy acquisition for about $213 million closed June 1, 2018. Generation's operating revenues were $3.43 billion, and the company reports approximately 23,000 MW of generation capacity excluding discontinued operations and assets held for sale. Key risks noted in the filing include commodity price volatility, the PG&E Chapter 11 filing on January 29, 2019 affecting Agua Caliente and Ivanpah PPAs, state out-of-market subsidies for nuclear plants, PJM and ISO-NE capacity market reforms, and the sizable federal net operating loss position of $10.7 billion.
Feb 28, 2019
2017
NRG Energy Annual Report, Year Ended Dec 31, 2017
NRG Energy, Inc. reported a net loss attributable to NRG Energy, Inc. of $2,153 million for 2017, compared with a net loss of $774 million in 2016, driven largely by $1,709 million of impairment losses and an $789 million loss from discontinued operations related to the deconsolidation of GenOn. Total operating revenues were $10,629 million in 2017 versus $10,512 million in 2016, and cash flow from operations was $1,387 million compared with $2,088 million in 2016. Total stockholders' equity fell to $1,968 million at December 31, 2017, from $4,446 million a year earlier, and total liabilities stood at $21,272 million. The company is executing a three-part Transformation Plan announced July 12, 2017, targeting $1,065 million of recurring cost savings and margin enhancement, up to $3.2 billion of asset sale proceeds, and a reduction in consolidated debt from approximately $19.5 billion to approximately $6.5 billion by 2020. On February 6, 2018, NRG agreed to sell its full ownership interest in NRG Yield, Inc. and its renewables platform to Global Infrastructure Partners for $1.375 billion, and its 3,555 MW South Central business to Cleco for $1.0 billion; both transactions are expected to close in the second half of 2018. Consolidated debt and capital leases totaled $16,638 million at year-end 2017. The GenOn Entities filed for Chapter 11 on June 14, 2017, and the Bankruptcy Court confirmed their plan of reorganization on December 12, 2017; GenOn was deconsolidated as of that June date and recorded at a zero fair value. The filing also notes a $1,248 million impairment on the South Texas Project interest, lower long-term natural gas and power price views, and a board authorization of up to $1 billion of share repurchases, with the first $500 million program starting in the first quarter of 2018.
Mar 1, 2018
2016
NRG Energy Annual Report, Year Ended Dec 31, 2016
NRG Energy, Inc. reported a 2016 net loss attributable to NRG Energy, Inc. of $774 million, compared with a $6.38 billion loss in 2015, as operating revenues fell to $12.35 billion from $14.67 billion. The filing attributes the improvement mainly to lower impairment losses ($918 million in 2016 versus $5.03 billion in 2015). Operating income was $527 million, against an operating loss of $4.04 billion in 2015. Cash flow from operations rose to $2.07 billion from $1.31 billion, and liquidity excluding counterparty collateral was $3.6 billion at year-end. The dominant risk flagged in the filing is GenOn, a consolidated subsidiary. GenOn has $691 million of senior notes due June 15, 2017, and the filing states there is substantial doubt about its ability to continue as a going concern. GenOn is considering options that include negotiations with creditors, refinancing, asset sales and a possible Chapter 11 filing, and the filing says any resolution may have a material impact on NRG's results and financial position. GenOn represents 15.6% of consolidated total assets and 16.9% of consolidated total liabilities. The filing also notes that on February 28, 2017 the trustees of GenOn Mid-Atlantic's lessors drew $125 million on letters of credit under the 2016 Revolving Credit Facility. Other items include a dividend cut to $0.12 per share annualized in 2016, debt repurchases of $3.0 billion in aggregate principal, and the sale of a majority interest in EVgo. Commodity price declines weighed on wholesale power prices and on the company's Texas and East regions, and a $337 million goodwill impairment was recorded for the Texas reporting unit.
Feb 28, 2017
2015
NRG Energy Annual Report, Year Ended Dec 31, 2015
NRG Energy, Inc. reported a net loss attributable to NRG of $6.38 billion for 2015 (loss per share of $19.46), driven primarily by impairment losses of $5.03 billion recorded across Texas coal and gas plants, Huntley, Dunkirk, Seward, Gregory, Home Solar goodwill and other assets, along with a $1.34 billion income tax expense that reflects a valuation allowance recorded in the fourth quarter. Total operating revenues were $14.67 billion, down from $15.87 billion in 2014, and total stockholders' equity fell to $5.43 billion from $11.68 billion at year-end 2014. Cash flow from operations was $1.31 billion, and total liquidity excluding counterparty collateral was $3.3 billion at December 31, 2015. Management is responding to the depressed commodity environment with a 2016 Capital Allocation Program that directs about 75% of capital available for allocation to additional debt repurchases, and on February 29, 2016 the company announced a reduction in its common stock dividend to $0.12 per share on an annualized basis from $0.58. The company also cited cost reduction initiatives totaling roughly $250 million annually in 2016 and a planned capex reduction of about $100 million. Net debt and capital leases stood at $19.64 billion, and the ratio of debt to total capitalization was 75.95%. The filing notes that S&P lowered GenOn's ratings to CCC+ in October 2015, and that GenOn Mid-Atlantic and REMA did not satisfy restricted payment tests, limiting cash distributions to the parent. The company's portfolio is large, with approximately 50,000 MW of owned or operated generation, and it remains the largest competitive retail energy provider in the U.S. and Texas, serving about 2.77 million recurring customers. Key forward-looking risks include the Supreme Court's pending review of state-mandated generator contracts, PJM Capacity Performance penalties, and the Clean Power Plan, which the U.S. Supreme Court stayed on February 9, 2016.
Feb 29, 2016
2014
NRG Energy Annual Report, Year Ended Dec 31, 2014
NRG Energy, Inc. reported 2014 total operating revenues of $15.87 billion, up from $11.29 billion in 2013, and net income attributable to NRG Energy, Inc. of $134 million, compared with a net loss of $386 million in 2013. The increase was driven primarily by the April 1, 2014 acquisition of Edison Mission Energy (EME), which contributed $1.1 billion in operating revenues and $224 million in net income attributable to NRG since acquisition. Interest expense rose to $1.12 billion, and the company ended 2014 with total assets of $40.67 billion and long-term debt including current maturities of $20.37 billion. Management describes the company's strategy as "Enhance Generation, Expand Retail and Go Green while engaging in Smart Capital Allocation," organized around NRG Business, NRG Home, NRG Renew, NRG Yield, NRG Carbon 360 and NRG eVgo. The company owns and operates approximately 52,000 MWs of generation, with 47,636 MW of fossil and nuclear capacity in NRG Business at 93 plants as of December 31, 2014. Retail operations served about 2.8 million Recurring customers, and NRG Home Retail delivered approximately 41 TWhs in 2014. Key risks flagged in the filing include exposure to natural gas price declines that reduce the margins of coal and nuclear assets, PJM and ISO-NE capacity market rule changes, environmental regulations such as MATS, CSAPR and proposed CO2 rules, and goodwill at the NRG Texas reporting unit, which the filing says could be impaired by a non-cash charge not to exceed $1.7 billion if long-term natural gas prices remain depressed. Capital returns were active during the year. Quarterly common dividends rose to $0.14 per share in 2014 and the board's February 17, 2015 payment was $0.145 per share, while 2014 repurchases totaled 1,624,360 shares for approximately $44 million under the 2015 Capital Allocation Program, with a further 2,224,830 shares purchased in the first quarter of 2015 for approximately $56 million.
Feb 27, 2015
2013-A2
NRG Energy Annual Report (Amendment), Year Ended Dec 31, 2013
NRG Energy, Inc. reported a net loss attributable to NRG Energy, Inc. of $386 million for 2013, compared with net income of $295 million in 2012. Operating revenues rose to $11.30 billion from $8.42 billion, while operating income fell to $343 million from $350 million. The results were weighed down by a $459 million impairment loss on Indian River, a $92 million impairment on the Gladstone equity investment, and interest expense of $848 million. Total assets were $33.90 billion at December 31, 2013, with total long-term debt and capital leases of $16.82 billion. KPMG LLP issued an unqualified opinion on the financial statements and an effective opinion on internal control over financial reporting. The company's pending acquisition of Edison Mission Energy (EME) for an aggregate purchase price of $2.6 billion, subject to adjustment, is a central item in the filing. NRG expects to fund the net cash portion with cash on hand, including $1.1 billion of acquired cash, and about $700 million of new corporate debt, and to assume about $1.5 billion of non-recourse project debt. In January 2014 NRG issued $1.1 billion of 6.25% senior notes due 2022, partly to redeem 2019 notes and partly to fund the EME deal. Operating cash flow was $1.27 billion in 2013 against capital expenditures of $1.99 billion. The filing also details ongoing contingencies, including the Louisiana Generating Consent Decree, Maryland ash facility litigation settled by consent decree in April 2013, and the Cheswick class action. Common dividends increased to $0.48 per share annualized in 2013, and the company repurchased only $25 million of stock under its $200 million 2013 program because of the pending EME acquisition.
Sep 10, 2014
2013-A
NRG Energy Annual Report (Amendment), Year Ended Dec 31, 2013
NRG Energy, Inc. filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The original filing was made on February 28, 2014. This amendment adds the attestation report of the independent registered public accounting firm, KPMG LLP, on the company's internal control over financial reporting, which had been inadvertently omitted from the original filing under Item 308(b) of Regulation S-K. The filing also includes new certifications from the principal executive, financial and accounting officers under Rule 12b-15. KPMG's report states that NRG maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO 1992 Integrated Framework. KPMG also references its unqualified opinion, dated February 28, 2014, on the company's consolidated financial statements for 2011 through 2013. The amendment states that it does not affect the original financial statements or footnotes and does not reflect events after the original filing date. As of the last business day of the second fiscal quarter, the aggregate market value of common stock held by non-affiliates was approximately $7,506,455,756, based on a closing sale price of $26.70 on the New York Stock Exchange. As of March 31, 2014, 325,326,810 shares of common stock were outstanding.
Apr 4, 2014
2013
NRG Energy Annual Report, Year Ended Dec 31, 2013
NRG Energy, Inc. reported a 2013 net loss attributable to NRG Energy of $386 million, compared with net income of $295 million in 2012, on total operating revenues of $11.30 billion (versus $8.42 billion in 2012). The filing attributes the swing primarily to a $459 million impairment on the Indian River facility, a $99 million impairment on investments (mainly the Gladstone equity investment), and higher interest expense of $848 million, offset in part by a gross margin increase of $1,599 million, driven largely by the GenOn acquisition completed December 14, 2012. Cash flow from operations was $1.27 billion, and total liquidity excluding collateral was $3.7 billion at year-end 2013. Long-term debt including current maturities and capital leases stood at $16.82 billion, and debt-to-total-capitalization was 57.60%. The company is pursuing growth through renewables and its subsidiary NRG Yield, Inc., which completed its IPO in July 2013 at $22 per share and in which NRG retains a controlling interest. A pending acquisition of Edison Mission Energy for an aggregate purchase price of $2.6 billion, expected to close by the end of the first quarter of 2014, is a major item for investors; it is partly funded by the $1.1 billion 6.25% Senior Notes due 2022 issued in January 2014. Management also raised the annual common dividend by 17%, from $0.48 to $0.56 per share, and the 2013 share repurchase program was halted at $25 million of the authorized $200 million because of the EME transaction. Key risks cited in the filing include merchant exposure to natural gas and power price volatility, reliance on regulated capacity markets and pending FERC and state proceedings, potential goodwill impairment of up to $1.7 billion tied to the NRG Texas reporting unit if long-term gas prices remain depressed, and uncertain timing of 1603 cash grant receipts for solar projects, of which $539 million was outstanding at year-end.
Feb 28, 2014
2012
NRG Energy Annual Report, Year Ended Dec 31, 2012
NRG Energy, Inc. closed its acquisition of GenOn Energy, Inc. on December 14, 2012, issuing 93.9 million shares of NRG common stock (0.1216 NRG shares per GenOn share), which made NRG the largest competitive power generation company in the United States with approximately 45,940 MW of fossil fuel, nuclear, solar and wind capacity. The combined company reported 2012 net income of $579 million ($559 million attributable to NRG), up from $197 million in 2011, though that improvement was driven largely by a $560 million bargain purchase gain on the GenOn acquisition and a $327 million income tax benefit, while operating income fell to $350 million from $635 million. Total operating revenues declined to $8.42 billion from $9.08 billion, reflecting lower energy and capacity revenues and a $450 million negative mark-to-market result for economic hedging, partly offset by Retail Business growth to about 2.2 million customers. Debt rose sharply as the company increased non-recourse debt by approximately $6.3 billion, largely for the GenOn acquisition and solar construction; total long-term debt and capital leases stood at $15.88 billion at year-end, and the ratio of debt to total capitalization rose to 56.13% from 52.43%. Solar build-out drove growth capital spending, with $3.1 billion invested in solar projects and $213 million for El Segundo during 2012, and estimated 2013 capital expenditures of $2.5 billion before financings. Liquidity, excluding collateral received, was about $3.4 billion at year-end, up from $2.1 billion. On February 27, 2013, the company announced a 33% increase in its annual common dividend to $0.48 per share and authorized up to $200 million of share repurchases, while disclosing a wide range of legal, environmental and regulatory exposures, including MATS compliance, Maryland fly ash litigation, and the Big Cajun II consent decree. Management expects environmental capital expenditures of about $630 million for 2013 through 2017.
Feb 27, 2013
2011
NRG Energy Annual Report, Year Ended Dec 31, 2011
NRG Energy, Inc. reported 2011 net income attributable to NRG Energy, Inc. of $197 million, down 59% from $477 million in 2010, and total operating revenues of $9.08 billion versus $8.85 billion. The decline reflects lower realized wholesale prices, reduced gross margin from the August 2011 Texas heat wave, a $160 million impairment on Acid Rain SO2 emission allowances, a $495 million impairment of the investment in Nuclear Innovation North America LLC, and a $175 million loss on debt extinguishment. These were partly offset by a $843 million income tax benefit, largely from the June 2011 resolution of the federal tax audit. NRG's wholesale generation portfolio totaled approximately 23,585 MW of fossil and nuclear capacity, and the company is expanding into renewables, principally utility-scale and distributed solar, with 860 MW of solar capacity under construction at year-end 2011. The company acquired Energy Plus in September 2011 and held about 2.1 million retail customers. Total liquidity excluding collateral received fell to $2.07 billion from $4.25 billion, primarily due to a $1.8 billion decline in cash and cash equivalents from capital spending on solar and repowering projects and share repurchases of $430 million. The filing also discloses a planned dividend and capital allocation shift: on February 28, 2012, NRG announced its intention to initiate an annual common stock dividend of $0.36 per share, with the first quarterly payment expected in the third quarter of 2012, and an intention to refinance the remaining $1.1 billion of 2017 Senior Notes. Material uncertainties include the U.S. DOJ Clean Air Act lawsuit against Louisiana Generating, LLC at Big Cajun II, the CDWR contract refund proceeding at FERC, and environmental capital expenditures estimated at $553 million for 2012 through 2016.
Feb 28, 2012
2010
NRG Energy Annual Report, Year Ended Dec 31, 2010
NRG Energy, Inc. is primarily a wholesale power generation company with a significant presence in major competitive power markets in the United States, and it also supplies electricity to retail customers through Reliant Energy and Green Mountain Energy. As of December 31, 2010, NRG reported a generation portfolio of 193 active operating fossil fuel and nuclear units at 45 plants, with aggregate capacity of approximately 24,570 MW, plus 470 MW of renewable interests. The company served approximately 1.9 million retail customers and reported total operating revenues of $8.85 billion for 2010, versus $8.95 billion in 2009. Net income attributable to NRG fell to $477 million from $942 million, reflecting lower gross margin at Reliant Energy and lower wholesale hedge prices, with the filing citing increased fuel and transportation costs. The balance sheet and liquidity picture improved during the year. Cash and cash equivalents rose to $2.95 billion, and total liquidity was $4.66 billion. Operating activities provided $1.6 billion, offset by $706 million of capital expenditures, $758 million of debt payments, $180 million of share repurchases, and $1.0 billion for business acquisitions, including Green Mountain Energy and Cottonwood. Total debt and capital leases stood at $9.2 billion on the balance sheet, and the company issued $1.1 billion of 8.25% Senior Notes due 2020 during the year. Credit ratings were BB- (S&P), Ba3 (Moody's) and B+ (Fitch) at the corporate level. The key forward-looking items for investors are the company's growth and development commitments and their contingencies. NRG plans a 2011 capital allocation program of $180 million in share buybacks and about $3.0 billion for solar and other Repowering NRG projects, with the large solar projects conditional on U.S. DOE loan guarantees. The STP Units 3 and 4 nuclear project faces a third-quarter 2011 viability assessment, and the filing states that a negative assessment would likely lead to cessation of project funding. Environmental capital expenditures of approximately $721 million are estimated for 2011 through 2015, and the filing notes pending risks including a possible up to $50 million impairment of SO2 allowances under the proposed CATR rule. Litigation includes the CDWR refund matter, where the filing says refunds could have a material adverse impact, and the U.S. DOJ Clean Air Act lawsuit over Big Cajun II.
Feb 22, 2011
2009-A
NRG Energy Annual Report (Amendment), Year Ended Dec 31, 2009
This amendment to NRG Energy's 2009 annual report supplies the Part III information (directors, executive officers, compensation, security ownership, related-party transactions and auditor fees) that was not in the original filing, which the amendment references as filed February 23, 2010. Leadership changed during the year: Robert C. Flexon left as Chief Financial Officer on November 3, 2009, director Gerald Luterman became Interim CFO, and Christian S. Schade, who joined in March 2010, is due to become CFO in early May 2010. Howard Cosgrove serves as non-executive Chairman and David Crane as President and CEO. For 2009, the filing reports that both the Consolidated Adjusted Free Cash Flow and Consolidated Adjusted EBITDA targets were exceeded and reached maximum incentive levels. The AIP targets were $900 million of Adjusted Free Cash Flow and $2,320 million of Consolidated Adjusted EBITDA. Mr. Crane's total 2009 compensation was $7,854,404, including a $2,120,800 annual incentive payment and a one-time $200,000 bonus tied to the Reliant Energy acquisition and Exelon's unsolicited offer and proxy contest. The filing says the company's potential dilution rate was approximately 6.7% at year-end 2009 and its actual dilution rate was 4.3%. On ownership, the filing lists BlackRock, Inc. at 10.11%, FMR LLC at 8.28%, T. Rowe Price Associates at 7.17% and Orbis at 6.05%. All directors and executive officers as a group held 1.33% of common stock. The filing reports no related person transactions for 2009, and KPMG LLP's total fees were $10,431 thousand for 2009 versus $8,027 thousand for 2008.
Apr 30, 2010
2009
NRG Energy Annual Report, Year Ended Dec 31, 2009
NRG Energy, Inc. describes itself as primarily a wholesale power generation company with a significant presence in major competitive U.S. power markets, plus a major retail electricity franchise in ERCOT (Texas). As of December 31, 2009, the company reported approximately 24,115 MW of aggregate generation capacity across 44 plants, with approximately 400 MW under construction, and 365 MW of renewable capacity. The key 2009 event was the May 1, 2009 acquisition of Reliant Energy's Texas retail business for cash consideration of $360 million, net of cash acquired, which added $4.4 billion of retail revenue in the eight months to year-end. Total operating revenues rose to $8,952 million from $6,885 million, but income from continuing operations fell to $941 million from $1,053 million, and net income attributable to NRG was $942 million, versus $1,225 million in 2008, which included discontinued operations. Underlying wholesale results weakened under lower natural gas and power prices. Energy revenue fell to $3,031 million from $4,519 million, and capacity revenue declined to $1,030 million from $1,359 million. The filing attributes these declines to lower average Henry Hub natural gas prices, which were $3.92/MMBtu in 2009 versus $8.85 in 2008, and to weaker demand from the recession. Cash flow from operations rose to $2,106 million from $1,479 million, largely due to the contribution of Reliant Energy. The company repurchased 19,305,500 shares for $500 million during 2009, and reported $3.8 billion of total liquidity excluding collateral received at year-end. Investors should also weigh material uncertainties disclosed in the filing. These include the South Texas Project Units 3 and 4 nuclear expansion, where an estimated overnight EPC cost of approximately $11.5 billion compares with NRG's stated target of $9.8 billion, and where a February 17, 2010 agreement in principle with CPS would raise NINA's ownership from 50% to 92.375%. An impairment would require a write-down of the $299 million of construction-in-progress capitalized through December 31, 2009. Other contingencies include the CDWR refund litigation at WCP, a Department of Justice Clean Air Act suit involving Big Cajun II, and a $32 billion damages claim by CPS that was later the subject of settlement discussions.
Feb 23, 2010
2008-A
NRG Energy Annual Report (Amendment), Year Ended Dec 31, 2008
This NRG Energy, Inc. filing supplies Part III disclosures covering directors and executive officers, executive compensation, security ownership, related-person transactions, director independence, and principal accountant fees for fiscal 2008. The Board has 14 directors in three classes, and four Class III directors stand for election at the 2009 Annual Meeting. On February 18, 2009, management was reorganized: Robert Flexon returned as Chief Financial Officer, John Ragan became Chief Operating Officer, and Clint Freeland moved to Senior Vice President, Strategy, Financial Structure. The filing states that Gerald Luterman joined the Board in April 2009 and Kirbyjon Caldwell in March 2009. For 2008, the Annual Incentive Plan targets were exceeded. The Adjusted Free Cash Flow target was $850 million and the Consolidated Adjusted EBITDA target was $2,200 million, with an AIP threshold of $700 million. The Committee made adjustments that, on a net basis, reduced 2008 Adjusted Free Cash Flow performance against target by $336 million. David Crane's total 2008 compensation was reported as $7,283,557 in the Summary Compensation Table. The Committee reported a potential dilution rate of approximately 7.2% and an actual dilution rate of 4.3% at year-end 2008, with a run rate of less than 1%. The filing lists principal stockholders including FMR LLC (9.9%), Janus Capital Management LLC (9.1%), T. Rowe Price Associates (9.1%), Solus Alternative Asset Management (6.0%), Massachusetts Financial Services (5.8%), and Prudential Financial (5.2%). All directors and executive officers as a group held 1.1% of common stock. The filing reports no related-person transactions for 2008 and KPMG LLP fees of $8,027 thousand for 2008, compared with $8,264 thousand for 2007.
Apr 30, 2009
2008
NRG Energy Annual Report, Year Ended Dec 31, 2008
NRG Energy, Inc. ended 2008 with operating revenues of $6.89 billion, up from $5.99 billion in 2007, and net income of $1.19 billion, up from $586 million. Income from continuing operations rose to $1.02 billion, helped by $414 million of mark-to-market gains in risk management activities as natural gas and power prices fell in the second half of 2008. The company's total liquidity was $4.12 billion, or $3.36 billion excluding collateral received from hedge counterparties, and it described its earnings as strongly supported by a largely hedged, coal- and nuclear-heavy baseload fleet of about 24,005 MW worldwide. The filing also highlights significant near-term obligations and uncertainties. NRG expects environmental capital expenditures of about $1.2 billion from 2009 through 2013, and it plans a $300 million share repurchase under its 2009 Capital Allocation Plan. Exelon's unsolicited proposal to acquire all outstanding NRG shares, its tender offer, and a proxy contest seeking nine board seats are described as a significant distraction, and the filing warns that a change of control could trigger defaults under the senior credit facility and senior notes. Pending litigation includes a $940 million California Department of Water Resources refund matter tied to WCP, which NRG says could have a material adverse impact if FERC orders significant refunds. The company's long-term strategy centers on its Repowering NRG program, including 2,700 MW of planned South Texas Project units 3 and 4 through NINA, and on its econrg low-carbon initiatives. Its wind farms Sherbino and Elbow Creek came online in 2008, and it reported a material weakness related to option premium accounting in the third quarter, which it said was remediated by year-end.
Feb 12, 2009
2007
NRG Energy Annual Report, Year Ended Dec 31, 2007
NRG Energy, Inc. is a wholesale power generation company with approximately 24,115 MW of global generation capacity across 49 plants as of December 31, 2007, including about 22,880 MW in the United States. Its domestic portfolio is concentrated in Texas (approximately 10,805 MW), the Northeast (approximately 6,980 MW), South Central (approximately 2,850 MW) and West (approximately 2,130 MW). The company reported 2007 total operating revenues of $5,989 million, up from $5,585 million in 2006, and net income of $586 million, down from $621 million. Operating income rose to $1,560 million from $1,418 million, while interest expense increased to $689 million from $590 million. Net cash provided by operating activities was $1,517 million, compared with $408 million in 2006. Total liquidity was approximately $2.7 billion at year-end 2007. The company's key strategic initiatives include FORNRG, which attained its $220 million target in 2007; RepoweringNRG, a multi-billion dollar plan to build new baseload capacity, including the 2,700 MW (gross) STP units 3 and 4 nuclear project and 150 MW Sherbino wind project; and econrg, which covers carbon capture work, including a demonstration project at W.A. Parish. Management estimates environmental capital expenditures of $1.0 billion to $1.4 billion from 2008 through 2012. The filing also describes the sale of ITISA (Brazil) to Brookfield for approximately $288 million plus about $60 million of debt assumed, expected to close in the first half of 2008. Risks highlighted include exposure to natural gas and power price movements, a large share of baseload capacity sold forward, South Central cooperative contracts that become unprofitable as load grows, federal and state greenhouse gas regulation (68 million tonnes of CO2 emitted in 2007), and litigation such as the CDWR refund case at FERC, for which a reconsideration could have a material adverse impact. The company has not paid common stock dividends and is restricted by its debt agreements, and it repurchased 9,044,400 shares in 2007 for about $353 million.
Feb 28, 2008
2006
NRG Energy Annual Report, Year Ended Dec 31, 2006
NRG Energy, Inc. reported a transformed 2006 after acquiring Texas Genco LLC (now its Texas region) on February 2, 2006 for approximately $6.2 billion. Operating revenues rose to $5,623 million from $2,430 million, and operating income to $1,438 million from $237 million. Net income was $621 million, compared with $84 million in 2005. Total generation capacity stood at approximately 24,175 MW globally and 22,940 MW in the United States at December 31, 2006, with about 45% of domestic capacity natural gas-fired, 34% coal-fired, 16% oil-fired and 5% nuclear. The company's central initiative is Repowering NRG, a program to add up to approximately 10,350 MW of new generation at existing sites, with a total capital cost that NRG estimates could reach about $16 billion if fully implemented as proposed. NRG states it expects its own cash contributions to range from $500 million to $2.0 billion over the next decade, and that full implementation is extremely unlikely. Liquidity was approximately $2.2 billion at year end. Net cash from operations was $408 million, with $4,176 million used in investing activities and $4,053 million provided by financing activities. Investors should note the heavy leverage: long-term debt including current maturities and capital leases was $8,777 million at year end, and the 2006 Hedge Reset cost approximately $1.35 billion in payments to counterparties. The company also completed a $1 billion Capital Allocation Program of share repurchases and repaid $400 million of term loan debt, with Phase II expected to finish in the first half of 2007. NRG disclosed significant legal and regulatory exposures, including a Wholesale Electricity matter tied to WCP and the California Department of Water Resources contract, where the alleged overcharges totaled approximately $940 million for 2001 and 2002.
Feb 28, 2007
2005-A
NRG Energy Annual Report (Amendment), Year Ended Dec 31, 2005
This Form 10-K/A amends NRG Energy, Inc.'s annual report filed March 7, 2006, to add audited financial statements of two equity investments in unconsolidated affiliates that are significant under Rule 3-09 of Regulation S-X: West Coast Power LLC (Exhibit 99.1) and Mitteldeutsche Braunkohlengesellschaft mbH (Exhibit 99.2). The amendment is signed March 27, 2006 by CEO David W. Crane, CFO Robert C. Flexon and Controller James J. Ingoldsby. It contains no new NRG-level financial statements. West Coast Power LLC, a holding company for four California generation entities, reported revenues of $300.58 million in 2005, down from $725.63 million in 2004 and $695.96 million in 2003. Net income was $21.36 million in 2005, compared with $305.95 million in 2004. The filing states that Dynegy agreed to sell its 50% interest in the holding company to NRG for approximately $205 million, that FERC approved the acquisition on March 1, 2006, and that the sale is expected to close in early 2006. The auditor's report highlights substantial litigation, including California market manipulation suits and gas index pricing cases, whose outcomes could affect liquidity. Mitteldeutsche Braunkohlengesellschaft mbH (MIBRAG), a lignite mining company in which NRG holds a 50% interest, reported sales revenue of EUR 291.1 million in 2005, compared with EUR 293.6 million in 2004, and German GAAP net income of EUR 33.8 million. Under US GAAP, the filing shows 2005 net income of EUR 35.1 million and shareholders' equity of EUR 368.2 million. MIBRAG states that adopting EITF Issue No. 04-6 on January 1, 2006 is expected to produce a significant write-down of capitalized overburden costs and an equivalent reduction in shareholders' equity. The filing also reports sales of EUR 33.2 million in 2005 to Saale Energie GmbH, a subsidiary of NRG.
Mar 27, 2006
2005
NRG Energy Annual Report, Year Ended Dec 31, 2005
NRG Energy, Inc. reported 2005 results in its 10-K filed March 7, 2006, a year in which revenues from majority-owned operations rose to $2,708 million from $2,348 million, while net income fell to $84 million from $186 million. Operating income was $238 million versus $393 million in 2004, and the filing attributes the decline largely to $119 million of net mark-to-market losses in the Northeast region tied to forward electricity sales, partly offset by higher power prices and stronger generation from New York City gas and Connecticut oil assets. Income from continuing operations was $77 million, or $0.66 per diluted share, compared with $161 million and $1.60 a year earlier. Cash flow from operations fell to $68 million from $645 million, mainly because of $405 million of collateral deposits supporting hedging activities. The filing's most important subject is the February 2, 2006 acquisition of Texas Genco LLC, for a purchase price of approximately $6.1 billion (about $4.4 billion in cash plus roughly 35.4 million NRG shares valued at $1.7 billion), with approximately $2.7 billion of Texas Genco debt assumed. Texas Genco becomes the NRG Texas segment and owns approximately 11,000 MW of ERCOT generation. To finance the deal, NRG entered into a $5.575 billion New Senior Credit Facility, issued $3.6 billion of 7.25% and 7.375% senior notes, sold 2 million shares of 5.75% mandatory convertible preferred stock, and issued 20,855,057 common shares at $48.75 per share. The filing notes that the company expects the net effect in 2006 to be positive for results and earnings per share, though it also acknowledges that the larger share count will dilute future earnings per share. Investors should also weigh the company's stated risks: a large merchant exposure, a South Central cooperative contract structure that leaves NRG purchasing power at times of peak demand, significant pending environmental capital spending (including about $540 million for CAMR and CAIR compliance between 2009 and 2012), and ongoing California and other litigation. The company reported no dividends on common stock, with dividend capacity limited by its credit agreement and note indentures.
Mar 7, 2006
2004
NRG Energy Annual Report, Year Ended Dec 31, 2004
NRG Energy, Inc. is a wholesale power generation company that owns and operates generation facilities and trades energy, capacity and fuel, with a diversified fleet of natural gas-, coal- and oil-fired plants. As of December 31, 2004, it owned interests in 52 power projects in five countries with an aggregate net generation capacity of approximately 15,400 MW, including about 7,900 MW of merchant Northeast capacity. The company emerged from chapter 11 on December 5, 2003 after eliminating approximately $5.2 billion of corporate-level bank and bond debt, and 2004 was its first full year under Fresh Start reporting. For the year ended December 31, 2004, revenues from majority-owned operations were $2.36 billion and operating income was $399.1 million. Net income was $185.6 million, or $1.85 per diluted share, which the filing attributes to a challenging market environment with unseasonably mild weather and weak spot power prices, partly offset by $57.3 million of unrealized gains on forward sales and $159.8 million of equity earnings from unconsolidated affiliates. Impairment charges of $44.7 million were recorded, including $26.5 million on the Kendall asset. Total assets were $7.83 billion and long-term debt including current maturities was $3.77 billion at year end. During the period, the company bought back 13 million shares from MatlinPatterson for $405.3 million, issued $420 million of 4% convertible perpetual preferred stock, and redeemed $375 million of its 8% second priority senior secured notes in February 2005. Significant contingencies include California wholesale electricity litigation, FERC proceedings, New York environmental enforcement settled in January 2005, and pending proceedings over Big Cajun II and disputed claims reserves.
Mar 30, 2005
2003-A3
NRG Energy Annual Report (Amendment), Year Ended Dec 31, 2003
NRG Energy, Inc. filed this Amendment No. 3 on Form 10-K/A to reissue its audited financial statements for the year ended December 31, 2003. The amendment updates discontinued operations to include four NEO Corporation projects (NEO Nashville LLC, NEO Hackensack LLC, NEO Prima Deshecha LLC and NEO Tajiguas LLC), in addition to the entities covered by Amendment No. 2 filed November 3, 2004. The company describes itself as a wholesale power generation company that emerged from Chapter 11 bankruptcy on December 5, 2003, with the Predecessor Company's results for January 1 through December 5, 2003 separated from Reorganized NRG's results for December 6 through December 31, 2003. For the Predecessor Company period, the filing reports net income of $2.77 billion, driven largely by a $4.12 billion gain from Fresh Start adjustments in continuing operations. Revenues from majority-owned operations were $1.80 billion for that period and $138.5 million for the Reorganized NRG period, which produced net income of $11.0 million, or $0.11 per share. Total assets were $9.24 billion at December 31, 2003, and long-term debt including current maturities was $4.13 billion. The company issued $1.25 billion of 8% Second Priority Senior Secured Notes in December 2003 and an additional $475.0 million in January 2004, and it refinanced most of its project-level debt in connection with emergence. The filing also discloses substantial legal and regulatory exposure, including California wholesale electricity litigation and investigations involving West Coast Power, a $396.0 million FirstEnergy arbitration claim settled in 2003, New York environmental enforcement matters, and turbine supplier termination claims from GE and Siemens. KPMG LLP replaced PricewaterhouseCoopers LLP as independent auditor in 2004, and the filing notes that PricewaterhouseCoopers' report remains included for the 2003 periods.
Dec 7, 2004
2003-A2
NRG Energy Annual Report (Amendment), Year Ended Dec 31, 2003
NRG Energy, Inc. filed Amendment No. 2 on Form 10-K/A to reissue its audited 2003 financial statements, in connection with the upcoming registration of its 8% Second Priority Senior Notes due December 15, 2013. The amendment restates segment reporting, expands discontinued operations (adding PERC, Cobee, LSP Energy and Hsin Yu), and includes consolidating financial statements under Rule 3-10 of Regulation S-X and audited financial statements of eight significant guarantor subsidiaries under Rule 3-16. The filing describes the company as a wholesale power generator that emerged from Chapter 11 bankruptcy on December 5, 2003, after Xcel Energy relinquished its ownership. The plan eliminated approximately $5.2 billion of corporate-level bank and bond debt and roughly $1.3 billion of additional claims, distributing 100 million shares of new common stock at $24.04 per share along with up to $1.04 billion in cash. Reorganization value was approximately $9.1 billion, and Fresh Start accounting produced a predecessor-period net income of $2.8 billion for January 1 through December 5, 2003, driven largely by a $4.1 billion Fresh Start gain. Reorganized NRG reported net income of $11.0 million, or $0.11 per share, for December 6 through December 31, 2003. The filing also highlights significant ongoing exposures: West Coast Power faces numerous California market-manipulation lawsuits and regulatory proceedings, the company has disputes with GE and Siemens over turbine contracts claiming about $120 million and $45 million, and it is in litigation with the New York DEC over potential pollution control costs that could reach $300 million. Liquidity relies on the $1.45 billion New Credit Facility and a $250 million revolver, which had no borrowings at year end.
Nov 3, 2004
2003-A
NRG Energy Annual Report (Amendment), Year Ended Dec 31, 2003
This Part III amendment to NRG Energy, Inc.'s annual report, signed by CEO David Crane and dated April 29, 2004, supplies governance, compensation, ownership and auditor-fee disclosures. NRG emerged from chapter 11 bankruptcy on December 5, 2003, and the filing states that an entirely new board was established effective that date. Directors are divided into three classes, and the audit committee is chaired by John F. Chlebowski. Howard E. Cosgrove serves as nonexecutive Chairman, and David Crane is President and Chief Executive Officer. The company states it was still finalizing a code of conduct. The filing shows a significant concentration of ownership. MatlinPatterson Global Opportunities Partners L.P. is listed with 15.9% of common stock and MatlinPatterson Global Opportunities Partners (Bermuda) L.P. with 5.6%. Chairman Mark R. Patterson is shown with 21.5%, and all directors and executive officers as a group with 21.6%. Patterson is a MatlinPatterson principal, and several other directors are MatlinPatterson partners or employees, which bears on board independence and influence over the company. Compensation disclosures center on David Crane's December 2003 hiring. His employment agreement runs through December 1, 2006, with a $875,000 base salary through 2004, a $1.75 million signing bonus, and a grant of 632,751 options at $24.03 and 173,394 restricted stock units. Other named officers have retention bonuses and change-in-control arrangements. PricewaterhouseCoopers LLP's total billed fees were $4,930,971 for 2003, compared with $3,922,992 for 2002, of which audit fees were $4,245,934 in 2003.
Apr 29, 2004
2003
NRG Energy Annual Report, Year Ended Dec 31, 2003
NRG Energy, Inc. filed its annual report for 2003 after emerging from chapter 11 bankruptcy on December 5, 2003. The company, a wholesale power generator with 72 projects in seven countries totaling approximately 18,200 MW, eliminated approximately $5.2 billion of corporate bank and bond debt and approximately $1.3 billion of additional claims through a combination of new equity and up to $1.04 billion in cash to unsecured creditors. Xcel Energy, its former parent, relinquished ownership and agreed to a settlement contribution of up to $640 million, of which $288 million was paid on February 20, 2004 and $352 million is due April 30, 2004. The company reported net income of $2.77 billion for the predecessor period from January 1 to December 5, 2003, driven largely by a $3.9 billion gain from fresh start adjustments, and net income of $11.0 million for the reorganized period from December 6 to December 31, 2003. Revenues from majority-owned operations were $1.97 billion for the predecessor period and $152.1 million for the reorganized period. Comparability is limited because fresh start accounting was adopted. Reorganized NRG carries $1.25 billion of 8% Second Priority Senior Secured Notes due 2013, plus an additional $475 million issued in January 2004, along with a $950 million term loan that was reduced to $446.5 million. Dividends are prohibited under the credit agreements. Investors should weigh substantial remaining risks: exposure to merchant power prices with limited long-term contracts, a significant concentration of revenue from NYISO (24.1% in the reorganized period), pending regulatory and environmental matters, several California market manipulation lawsuits and investigations in which West Coast Power is a party, and some subsidiaries still in chapter 11. The stock trades over the counter under NRGE.OB, with a range of $18.10 to $23.05 from December 5, 2003 through March 9, 2004.
Mar 16, 2004
2002-A
NRG Energy Annual Report (Amendment), Year Ended Dec 31, 2002
This Form 10-K/A amendment to NRG Energy, Inc.'s 2002 annual report states that its purpose is to file the financial statements of West Coast Power LLC, an entity in which NRG Energy owns an indirect 50% interest. The filing covers the company's fiscal year ended December 31, 2002, and is signed July 9, 2003. The registrant's shares were all held by Xcel Energy Wholesale Group Inc. at that date, with 3 Class A shares and 1 common share outstanding. The filing also lists the Corporate Units as registered on the New York Stock Exchange. West Coast Power reported 2002 revenues of $683.5 million, net revenues of $585.3 million after $98.2 million of reserves, and net income of $34.1 million, down from $326.4 million in 2001. Total assets were $787.1 million at December 31, 2002, versus $1.06 billion a year earlier, and member equity was $640.8 million. The company recorded a $13.4 million impairment of long-lived assets related to four Cabrillo II combustion turbines, and cash provided by operating activities was $243.9 million. Its four California merchant plants, El Segundo, Long Beach, Cabrillo I and Cabrillo II, sell power into the California wholesale market and under a power purchase agreement with the California Department of Water Resources through December 2004. The filing highlights substantial litigation and regulatory exposure. The company is a defendant in California market class actions, FERC refund proceedings and investigations, and a CFTC investigation. Reserves of approximately $401.6 million relate to disputed ISO and PX revenues, potential FERC refunds, and receivable collectibility. Management states it believes it has meritorious defenses, but also says an adverse result in these proceedings could have a material adverse effect on financial condition and results of operations. Dynegy has agreed to indemnify NRG Energy against liability arising from the CFTC-related issues.
Jul 9, 2003
2002
NRG Energy Annual Report, Year Ended Dec 31, 2002
NRG Energy, Inc. is a wholly owned subsidiary of Xcel Energy Inc. that owns and operates power generation facilities in the United States and internationally. As of December 31, 2002, it reported approximately $9.4 billion of debt at the corporate and project levels. Its financial condition has deteriorated significantly, and the company reported a 2002 net loss of $3,464.3 million, including $2,656.1 million of special charges (mostly asset impairments). The company is in default on various corporate-level debt obligations, and it is likely to file for Chapter 11 bankruptcy protection as part of its restructuring. The filing states that Xcel Energy's equity ownership would most likely be eliminated in such a filing, and that a large number of creditor claims would be impaired. On March 26, 2003, Xcel Energy announced a tentative settlement with holders of most of NRG's long-term notes and the bank lender steering committee. Under the settlement, Xcel would make payments totaling up to $752 million over 13 months in exchange for creditors waiving claims against Xcel, including $350 million at or shortly after a debt restructuring, $50 million on January 1, 2004, and $352 million in April 2004. The settlement is subject to approvals and definitive documentation, and there is no assurance those approvals will be obtained. The auditor's report includes a going-concern paragraph, and management states there is substantial doubt about NRG's ability to continue as a going concern. The company is pursuing asset sales and has completed or agreed to sell several international and domestic projects, including Killingholme, Csepel, Entrade and Crockett. It also faces a large number of material legal proceedings, including California wholesale electricity litigation, an involuntary bankruptcy petition in Minnesota, and claims from Fortistar, General Electric and Siemens. Given these conditions, investors face a very high degree of uncertainty about the value of NRG's equity and debt.
Mar 31, 2003
2000
NRG Energy Annual Report, Year Ended Dec 31, 2000
NRG Energy, Inc. reported a substantial expansion in 2000, with net income of $182.9 million (basic and diluted EPS of $1.10) compared with $57.2 million in 1999, and total operating revenues and equity earnings of $2,157,986 thousand versus $500,018 thousand. The company held interests in power generation facilities totaling 25,059 MW of design capacity as of December 31, 2000, of which 15,007 MW was net ownership, up from 10,990 MW a year earlier. Growth was driven by acquisitions including the Cajun facilities ($1,055.9 million), Killingholme ($615 million), Flinders Power, and in January 2001 a 5,633 MW portfolio from LS Power for $708 million. Total assets rose to $5.98 billion and long-term debt to $3.80 billion, and interest expense increased to $293.9 million. The filing also flags several risks for investors. Net cash used in investing activities was $2.20 billion in 2000, and the company expects capital expenditures of approximately $6.5 billion over 2001-2005. California exposure is significant: the filing states that receivables owed by California counterparties totaled approximately $303 million as of February 28, 2001, that West Coast Power faced a covenant default that it was working to resolve with lenders, and that FERC orders could require refunds of about $22.5 million for NRG's share of January and February revenues. The company also disclosed a Loy Yang Power investment of $250 million that could be written down if senior debt covenants are breached, and a pending NY DEC Notice of Violation regarding the Huntley and Dunkirk facilities. In March 2001, NRG completed a public offering of 18.4 million common shares, raising net proceeds of approximately $473.9 million, and issued 11.5 million equity units for approximately $278.4 million in net proceeds. Xcel Energy's ownership fell to approximately 74% of common and Class A common stock, representing 96.7% of voting power. The company does not pay dividends.
Mar 29, 2001