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NRG Energy Annual Report (Amendment), Year Ended Dec 31, 2003

Filing Date
Filed November 3, 2004
Period End
December 31, 2003
Security
NRG
In the record · 2016–202610-K1110-Q328-K163

NRG filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 163 current reports (8-K) between 2016 and 2026.

  1. Bankruptcy8-K · Dec ’17Dec ’17
  2. Leadership change8-K · Oct ’19Oct ’19
  3. Leadership change8-K · Nov ’21Nov ’21
  4. Material agreement8-K · Oct ’25Oct ’25

01—Abstract

Summary

Summary of the 10-K/A filed November 3, 2004. Cited figures are marked; the original filing is the authoritative source.

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%a 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 billionb 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 billionc, 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 milliond 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.

02—Key points

Key Highlights

  1. Emerged from Chapter 11 on December 5, 2003; Xcel Energy relinquished ownership and NRG became an independent public company.
  2. Eliminated approximately $5.2 billion of corporate-level bank and bond debt plus about $1.3 billion of other claims through new equity and up to $1.04 billion in cash.
  3. Reorganized NRG reported net income of $11.0 million ($0.11 per share) for December 6–31, 2003; the predecessor period showed net income of $2.77 billion, driven by a $4.1 billion Fresh Start gain.
  4. Total assets of $9.24 billion and long-term debt including current maturities of $4.13 billion at December 31, 2003 (Reorganized NRG).
  5. Issued $1.25 billion of 8% Second Priority Senior Secured Notes due 2013 in December 2003 and an additional $475.0 million in January 2004; $446.5 million remained outstanding under the term loan as of March 1, 2004.
  6. Faces material contingencies including California market-manipulation litigation involving West Coast Power, turbine termination claims from GE and Siemens, and a New York DEC enforcement action with possible pollution control costs of up to $300 million.
  7. Auditor changed from PricewaterhouseCoopers to KPMG in 2004; the amendment restates segment reporting and discontinued operations to reflect the 2004 management realignment and project sales.

03—Questions

Frequently Asked Questions

  1. Why was this 10-K/A filed?

    The company is reissuing its audited 2003 financial statements as Amendment No. 2 in connection with the upcoming registration of its 8% Second Priority Senior Notes due 2013. The amendment adds 2004 discontinued operations, consolidating financial statements required by Rule 3-10 of Regulation S-X, and audited statements of eight significant guarantor subsidiaries under Rule 3-16.

  2. How did the bankruptcy reorganization affect the company's capital structure?

    The NRG plan of reorganization eliminated approximately $5.2 billion of corporate-level bank and bond debt and about $1.3 billion of additional claims. Creditors received 100 million shares of new common stock at $24.04 per share and up to $1.04 billion in cash. Reorganization equity value was about $2.4 billion, and total reorganization value was about $9.1 billion.

  3. What were the company's earnings in the periods after emergence?

    For December 6 through December 31, 2003, Reorganized NRG reported net income of $11.0 million, or $0.11 per share, with a $0.3 million loss from discontinued operations. The predecessor company reported net income of $2.77 billion for January 1 through December 5, 2003, primarily from Fresh Start adjustments and debt discharge, compared with a net loss of $3.46 billion in 2002.

  4. What are the main legal and financial risks disclosed?

    Major risks include West Coast Power litigation and regulatory proceedings related to California market manipulation, FERC refund proceedings, CFTC inquiries, turbine termination claims from GE (about $120 million) and Siemens (about $45 million), a New York DEC enforcement matter that could require up to $300 million in pollution control investment, and disputes with Niagara Mohawk potentially exceeding $35 million. Liquidity risks include the need to fund $265 million to $360 million for PMI margin and collateral requirements in 2004.

04—Continue

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