Condensed Consolidating Financial Information

9 Months Ended

Sep. 30, 2012

Condensed Consolidating Financial Information Disclosure [Abstract]

Condensed Consolidating Financial Information

— Condensed Consolidating Financial Information

As of September 30, 2012, the Company had outstanding $6.2 billion of Senior Notes due from 2017 - 2023, as shown in Note 8, Debt and Capital Leases. These Senior Notes are guaranteed by certain of NRG's current and future wholly-owned domestic subsidiaries, or guarantor subsidiaries. The non-guarantor subsidiaries include all of NRG's foreign subsidiaries and certain domestic subsidiaries.

Unless otherwise noted below, each of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of September 30, 2012:

Arthur Kill Power LLC	NEO Freehold-Gen LLC	NRG Power Marketing LLC
Astoria Gas Turbine Power LLC	NEO Power Services Inc.	NRG Renter's Protection LLC
Cabrillo Power I LLC	New Genco GP, LLC	NRG Retail LLC
Cabrillo Power II LLC	Norwalk Power LLC	NRG Rockford Acquisition LLC
Carbon Management Solutions LLC	NRG Affiliate Services Inc.	NRG Saguaro Operations Inc.
Clean Edge Energy LLC	NRG Artesian Energy LLC	NRG Security LLC
Conemaugh Power LLC	NRG Arthur Kill Operations Inc.	NRG Services Corporation
Connecticut Jet Power LLC	NRG Astoria Gas Turbine Operations Inc.	NRG SimplySmart Solutions LLC
Cottonwood Development LLC	NRG Bayou Cove LLC	NRG South Central Affiliate Services Inc.
Cottonwood Energy Company LP	NRG Cabrillo Power Operations Inc.	NRG South Central Generating LLC
Cottonwood Generating Partners I LLC	NRG California Peaker Operations LLC	NRG South Central Operations Inc.
Cottonwood Generating Partners II LLC	NRG Cedar Bayou Development Company, LLC	NRG South Texas LP
Cottonwood Generating Partners III LLC	NRG Connecticut Affiliate Services Inc.	NRG Texas C&I Supply LLC
Cottonwood Technology Partners LP	NRG Construction LLC	NRG Texas Holding Inc.
Devon Power LLC	NRG Development Company Inc.	NRG Texas LLC
Dunkirk Power LLC	NRG Devon Operations Inc.	NRG Texas Power LLC
Eastern Sierra Energy Company LLC	NRG Dispatch Services LLC	NRG Unemployment Protection LLC
El Segundo Power, LLC	NRG Dunkirk Operations Inc.	NRG Warranty Services LLC
El Segundo Power II LLC	NRG El Segundo Operations Inc.	NRG West Coast LLC
Elbow Creek Wind Project LLC	NRG Energy Labor Services LLC	NRG Western Affiliate Services Inc.
Energy Plus Holdings LLC	NRG Energy Services Group LLC	O'Brien Cogeneration, Inc. II
Energy Plus Natural Gas LLC	NRG Energy Services LLC	ONSITE Energy, Inc.
Energy Protection Insurance Company	NRG Generation Holdings, Inc.	Oswego Harbor Power LLC
Everything Energy LLC	NRG Home & Business Solutions LLC	RE Retail Receivables, LLC
GCP Funding Company, LLC	NRG Home Solutions Product LLC	Reliant Energy Northeast LLC
Green Mountain Energy Company	NRG Huntley Operations Inc.	Reliant Energy Power Supply, LLC
Green Mountain Energy Company	NRG Identity Protect LLC	Reliant Energy Retail Holdings, LLC
(NY Com) LLC	NRG Ilion Limited Partnership	Reliant Energy Retail Services, LLC
Green Mountain Energy Company	NRG Ilion LP LLC	RERH Holdings, LLC
(NY Res) LLC	NRG International LLC	Saguaro Power LLC
Huntley Power LLC	NRG Maintenance Services LLC	Somerset Operations Inc.
Independence Energy Alliance LLC	NRG Mextrans Inc.	Somerset Power LLC
Independence Energy Group LLC	NRG MidAtlantic Affiliate Services Inc.	Texas Genco Financing Corp.
Independence Energy Natural Gas LLC	NRG Middletown Operations Inc.	Texas Genco GP, LLC
Indian River Operations Inc.	NRG Montville Operations Inc.	Texas Genco Holdings, Inc.
Indian River Power LLC	NRG New Jersey Energy Sales LLC	Texas Genco LP, LLC
Keystone Power LLC	NRG New Roads Holdings LLC	Texas Genco Operating Services, LLC
Langford Wind Power, LLC	NRG North Central Operations Inc.	Texas Genco Services, LP
Louisiana Generating LLC	NRG Northeast Affiliate Services Inc.	US Retailers LLC
Meriden Gas Turbines LLC	NRG Norwalk Harbor Operations Inc.	Vienna Operations Inc.
Middletown Power LLC	NRG Operating Services, Inc.	Vienna Power LLC
Montville Power LLC	NRG Oswego Harbor Power Operations Inc.	WCP (Generation) Holdings LLC
NEO Corporation	NRG PacGen Inc.	West Coast Power LLC

NRG conducts much of its business through and derives much of its income from its subsidiaries. Therefore, the Company's ability to make required payments with respect to its indebtedness and other obligations depends on the financial results and condition of its subsidiaries and NRG's ability to receive funds from its subsidiaries. Except for NRG Bayou Cove, LLC, which is subject to certain restrictions under the Company's Peaker financing agreements, there are no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to NRG. In addition, there may be restrictions for certain non-guarantor subsidiaries.

The following condensed consolidating financial information presents the financial information of NRG Energy, Inc., the guarantor subsidiaries and the non-guarantor subsidiaries in accordance with Rule 3-10 under the Securities and Exchange Commission's Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or non-guarantor subsidiaries operated as independent entities.

In this presentation, NRG Energy, Inc. consists of parent company operations. Guarantor subsidiaries and non-guarantor subsidiaries of NRG are reported on an equity basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended September 30, 2012

(Unaudited)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
	(In millions)
Operating Revenues
Total operating revenues	$	2,237		$	120		$	—		$	(26	)	$	2,331
Operating Costs and Expenses
Cost of operations	1,701			47			1			(23		)	1,726
Depreciation and amortization	217			20			2			—			239
Selling, general and administrative	168			14			74			(3		)	253
Acquisition-related transaction and integration costs	—			—			18			—			18
Development costs	—			—			9			—			9
Total operating costs and expenses	2,086			81			104			(26		)	2,245
Operating Income/(Loss)	151			39			(104		)	—			86
Other (Expense)/Income
Equity in (losses)/earnings of consolidated subsidiaries	(10		)	1			121			(112		)	—
Equity in earnings of unconsolidated affiliates	4			—			—			—			4
Impairment charge on investment	(1		)	—			—			—			(1		)
Other income, net	1			2			7			—			10
Loss on debt extinguishment	—			—			(41		)	—			(41		)
Interest expense	(5		)	(21		)	(137		)	—			(163		)
Total other expense	(11		)	(18		)	(50		)	(112		)	(191		)
Income Before Income Taxes	140			21			(154		)	(112		)	(105		)
Income tax expense(benefit)	67			(27		)	(153		)	—			(113		)
Net Income/(Loss)	73			48			(1		)	(112		)	8
Less: Net income attributable to noncontrolling interest	—			9			—			—			9
Net Income/(Loss) attributable to NRG Energy, Inc.	$	73		$	39		$	(1	)	$	(112	)	$	(1	)

(a) All significant intercompany transactions have been eliminated in consolidation.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Nine Months Ended September 30, 2012

(Unaudited)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
Operating Revenues							(In millions)
Total operating revenues	$	6,058		$	353		$	—		$	(52	)	$	6,359
Operating Costs and Expenses
Cost of operations	4,478			178			7			(45		)	4,618
Depreciation and amortization	647			48			8			—			703
Selling, general and administrative	421			36			231			(7		)	681
Acquisition-related transaction and integration costs	—			—			18			—			18
Development costs	—			—			26			—			26
Total operating costs and expenses	5,546			262			290			(52		)	6,046
Operating Income/(Loss)	512			91			(290		)	—			313
Other (Expense)/Income
Equity in earnings/(losses) of consolidated subsidiaries	6			(11		)	463			(458		)	—
Equity in earnings of unconsolidated affiliates	6			20			—			—			26
Impairment charge on investment	(2		)	—			—			—			(2		)
Other income, net	2			4			8			—			14
Loss on debt extinguishment	—			—			(41		)	—			(41		)
Interest expense	(21		)	(60		)	(414		)	—			(495		)
Total other (expense)/income	(9		)	(47		)	16			(458		)	(498		)
Income/(Loss) Before Income Taxes	503			44			(274		)	(458		)	(185		)
Income tax expense/(benefit)	193			(122		)	(317		)	—			(246		)
Net Income	310			166			43			(458		)	61
Less: Net income attributable to noncontrolling interest	—			18			—			—			18
Net Income attributable to NRG Energy, Inc.	$	310		$	148		$	43		$	(458	)	$	43

(a) All significant intercompany transactions have been eliminated in consolidation.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

For the Three Months Ended September 30, 2012

(Unaudited)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
	(In millions)
Net Income/(Loss)	$	73		$	48		$	(1	)	$	(112	)	$	8
Other comprehensive loss, net of tax
Unrealized loss on derivatives, net	(43		)	(14		)	(54		)	68			(43		)
Foreign currency translation adjustments, net	—			—			1			—			1
Reclassification adjustment for translation gain realized upon sale of Schkopau, net	—			(11		)	—			—			(11		)
Available-for-sale securities, net	—			—			2			—			2
Other comprehensive loss	(43		)	(25		)	(51		)	68			(51		)
Comprehensive income/(loss)	30			23			(52		)	(44		)	(43		)
Less: Comprehensive income attributable to noncontrolling interest	—			9			—			—			9
Comprehensive income/(loss) attributable to NRG Energy, Inc.	30			14			(52		)	(44		)	(52		)
Dividends for preferred shares	—			—			2			—			2
Comprehensive income/(loss) available for common stockholders	$	30		$	14		$	(54	)	$	(44	)	$	(54	)

(a) All significant intercompany transactions have been eliminated in consolidation.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

For the Nine Months Ended September 30, 2012

(Unaudited)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
	(In millions)
Net Income	$	310		$	166		$	43		$	(458	)	$	61
Other comprehensive loss, net of tax
Unrealized loss on derivatives, net	(122		)	(33		)	(145		)	168			(132		)
Foreign currency translation adjustments, net	—			(2		)	1			—			(1		)
Reclassification adjustment for translation gain realized upon sale of Schkopau, net	—			(11		)	—			—			(11		)
Available-for-sale securities, net	—			—			2			—			2
Other comprehensive loss	(122		)	(46		)	(142		)	168			(142		)
Comprehensive income/(loss)	188			120			(99		)	(290		)	(81		)
Less: Comprehensive income attributable to noncontrolling interest	—			18			—			—			18
Comprehensive income/(loss) attributable to NRG Energy, Inc.	188			102			(99		)	(290		)	(99		)
Dividends for preferred shares	—			—			7			—			7
Comprehensive income/(loss) available for common stockholders	$	188		$	102		$	(106	)	$	(290	)	$	(106	)

(a) All significant intercompany transactions have been eliminated in consolidation.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

September 30, 2012

(Unaudited)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
	(In millions)
ASSETS
Current Assets
Cash and cash equivalents	$	11		$	223		$	1,376		$	—		$	1,610
Funds deposited by counterparties	76			—			—			—			76
Restricted cash	9			212			16			—			237
Accounts receivable, net	1,027			48			—			—			1,075
Inventory	381			12			—			—			393
Derivative instruments	2,677			—			—			—			2,677
Cash collateral paid in support of energy risk management activities	98			—			—			—			98
Prepayments and other current assets	2,672			12			(2,467		)	—			217
Total current assets	6,951			507			(1,075		)	—			6,383
Net property, plant and equipment	10,026			5,757			102			(19		)	15,866
Other Assets
Investment in subsidiaries	80			(48		)	16,518			(16,550		)	—
Equity investments in affiliates	34			603			12			—			649
Notes receivable – affiliate and capital leases, less current portion	3			74			727			(726		)	78
Goodwill	1,886			—			—			—			1,886
Intangible assets, net	1,116			80			30			(38		)	1,188
Nuclear decommissioning trust fund	469			—			—			—			469
Derivative instruments	309			—			—			—			309
Other non-current assets	70			113			209			—			392
Total other assets	3,967			822			17,496			(17,314		)	4,971
Total Assets	$	20,944		$	7,086		$	16,523		$	(17,333	)	$	27,220
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt and capital leases	$	—		$	88		$	286		$	—		$	374
Accounts payable	(20		)	328			938			—			1,246
Derivative instruments	2,436			17			9			—			2,462
Deferred income taxes	262			(56		)	(191		)	—			15
Cash collateral received in support of energy risk management activities	76			—			—			—			76
Accrued expenses and other current liabilities	349			37			218			—			604
Total current liabilities	3,103			414			1,260			—			4,777
Other Liabilities
Long-term debt and capital leases	273			3,933			7,488			(726		)	10,968
Nuclear decommissioning reserve	349			—			—			—			349
Nuclear decommissioning trust liability	277			—			—			—			277
Deferred income taxes	1,352			217			(477		)	—			1,092
Derivative instruments	451			110			—			—			561
Out-of-market commodity contracts	186			6			—			(31		)	161
Other non-current liabilities	567			216			113			—			896
Total non-current liabilities	3,455			4,482			7,124			(757		)	14,304
Total liabilities	6,558			4,896			8,384			(757		)	19,081
3.625% convertible perpetual preferred stock	—			—			249			—			249
Stockholders’ Equity	14,386			2,190			7,890			(16,576		)	7,890
Total Liabilities and Stockholders’ Equity	$	20,944		$	7,086		$	16,523		$	(17,333	)	$	27,220

(a) All significant intercompany transactions have been eliminated in consolidation.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2012

(Unaudited)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
	(In millions)
Cash Flows from Operating Activities
Net income	$	310		$	166		$	43		$	(458	)	$	61
Adjustments to reconcile net income to net cash provided/(used) by operating activities:
Distributions and equity in (earnings)/losses of unconsolidated affiliates and consolidated subsidiaries	(6		)	19			(285		)	280			8
Depreciation and amortization	647			48			8			—			703
Provision for bad debts	40			—			—			—			40
Amortization of nuclear fuel	29			—			—			—			29
Amortization of financing costs and debt discount/premiums	—			8			17			—			25
Loss on debt extinguishment	—			—			8			—			8
Amortization of intangibles and out-of-market commodity contracts	107			1			—			—			108
Amortization of unearned equity compensation	—			—			27			—			27
Changes in deferred income taxes and liability for uncertain tax benefits	193			(122		)	(332		)	—			(261		)
Changes in nuclear decommissioning trust liability	25			—			—			—			25
Changes in derivative instruments	360			—			—			—			360
Changes in collateral deposits supporting energy risk management activities	213			—			—			—			213
Cash provided/(used) by changes in other working capital	24			57			(369		)	—			(288		)
Net Cash Provided/(Used) by Operating Activities	1,942			177			(883		)	(178		)	1,058
Cash Flows from Investing Activities
Intercompany loans to subsidiaries	(1,686		)	416			—			1,270			—
Acquisition of businesses, net of cash acquired	—			(17		)	(23		)	—			(40		)
Capital expenditures	(183		)	(2,241		)	(50		)	—			(2,474		)
Increase in restricted cash, net	(2		)	(94		)	—			—			(96		)
Decrease in restricted cash - U.S. DOE projects	—			113			38			—			151
Increase in notes receivable	—			(20		)	(2		)	—			(22		)
Purchases of emissions allowances	(8		)	—			—			—			(8		)
Proceeds from sale of emissions allowances	8			—			—			—			8
Investments in nuclear decommissioning trust fund securities	(341		)	—			—			—			(341		)
Proceeds from sales of nuclear decommissioning trust fund securities	316			—			—			—			316
Proceeds from renewable energy grants	3			46			—			—			49
Proceeds from sale of assets	133			—			4			—			137
Other	13			(8		)	(14		)	—			(9		)
Net Cash Used by Investing Activities	(1,747		)	(1,805		)	(47		)	1,270			(2,329		)
Cash Flows from Financing Activities
Proceeds from intercompany loans	—			—			1,270			(1,270		)	—
Payment of dividends to common and preferred stockholders	—			—			(28		)	—			(28		)
Payments of intercompany dividends	(172		)	(6		)	—			178			—
Net payments for settlement of acquired derivatives that include financing elements	(65		)	—			—			—			(65		)
Sale proceeds and other contributions from noncontrolling interest in subsidiaries	—			316			—			—			316
Proceeds from issuance of long-term debt	9			1,526			1,006			—			2,541
Payment of debt issuance and hedging costs	—			(16		)	(14		)	—			(30		)
Payments for short and long-term debt	—			(51		)	(904		)	—			(955		)
Net Cash (Used)/Provided by Financing Activities	(228		)	1,769			1,330			(1,092		)	1,779
Effect of exchange rate changes on cash and cash equivalents	—			(3		)	—			—			(3		)
Net (Decrease)/Increase in Cash and Cash Equivalents	(33		)	138			400			—			505
Cash and Cash Equivalents at Beginning of Period	44			85			976			—			1,105
Cash and Cash Equivalents at End of Period	$	11		$	223		$	1,376		$	—		$	1,610

(a) All significant intercompany transactions have been eliminated in consolidation.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended September 30, 2011

(Unaudited)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
	(In millions)
Operating Revenues
Total operating revenues	$	2,581		$	97		$	—		$	(4	)	$	2,674
Operating Costs and Expenses
Cost of operations	1,993			63			(1		)	(2		)	2,053
Depreciation and amortization	224			10			4			—			238
Impairment charge on emission allowances	160			—			—			—			160
Selling, general and administrative	102			8			61			(2		)	169
Development costs	—			—			11			—			11
Total operating costs and expenses	2,479			81			75			(4		)	2,631
Operating Income/(Loss)	102			16			(75		)	—			43
Other (Expense)/Income
Equity in earnings of consolidated subsidiaries	6			4			88			(98		)	—
Equity in earnings of unconsolidated affiliates	2			14			—			—			16
Impairment charge on investment	(3		)	—			—			—			(3		)
Other income, net	3			1			1			—			5
Loss on debt extinguishment	—			—			(32		)	—			(32		)
Interest expense	(20		)	(13		)	(131		)	—			(164		)
Total other (expense)/income	(12		)	6			(74		)	(98		)	(178		)
Income/(Loss) Before Income Taxes	90			22			(149		)	(98		)	(135		)
Income tax expense/(benefit)	11			3			(94		)	—			(80		)
Net Income/(Loss) attributable to NRG Energy, Inc.	$	79		$	19		$	(55	)	$	(98	)	$	(55	)

(a) All significant intercompany transactions have been eliminated in consolidation.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Nine Months Ended September 30, 2011

(Unaudited)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
Operating Revenues							(In millions)
Total operating revenues	$	6,670		$	291		$	—		$	(14	)	$	6,947
Operating Costs and Expenses
Cost of operations	4,791			194			5			(5		)	4,985
Depreciation and amortization	626			28			11			—			665
Impairment charge on emissions allowances	160			—			—			—			160
Selling, general and administrative	276			20			185			(2		)	479
Development costs	—			(1		)	33			—			32
Total operating costs and expenses	5,853			241			234			(7		)	6,321
Operating Income/(Loss)	817			50			(234		)	(7		)	626
Other Expense
Equity in earnings/(losses) of consolidated subsidiaries	21			(5		)	185			(201		)	—
Equity in earnings of unconsolidated affiliates	8			18			—			—			26
Impairment charge on investment	(495		)	—			—			—			(495		)
Other income, net	3			6			4			—			13
Loss on debt extinguishment	—			—			(175		)	—			(175		)
Interest expense	(46		)	(40		)	(418		)	—			(504		)
Total other expense	(509		)	(21		)	(404		)	(201		)	(1,135		)
Income/(Loss) Before Income Taxes	308			29			(638		)	(208		)	(509		)
Income tax expense/(benefit)	123			6			(944		)	—			(815		)
Net Income attributable to NRG Energy, Inc.	$	185		$	23		$	306		$	(208	)	$	306

(a) All significant intercompany transactions have been eliminated in consolidation.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS

For the Three Months Ended September 30, 2011

(Unaudited)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
	(In millions)
Net Income/(Loss)	$	79		$	19		$	(55	)	$	(98	)	$	(55	)
Other comprehensive loss, net of tax
Unrealized loss on derivatives, net	(94		)	(11		)	(100		)	129			(76		)
Foreign currency translation adjustments, net	—			(24		)	(3		)	—			(27		)
Available-for-sale securities, net	—			—			(1		)	—			(1		)
Other comprehensive loss	(94		)	(35		)	(104		)	129			(104		)
Comprehensive loss attributable to NRG Energy, Inc.	(15		)	(16		)	(159		)	31			(159		)
Dividends for preferred shares	—			—			2			—			2
Comprehensive loss available for common stockholders	$	(15	)	$	(16	)	$	(161	)	$	31		$	(161	)

(a) All significant intercompany transactions have been eliminated in consolidation.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME

For the Nine Months Ended September 30, 2011

(Unaudited)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
	(In millions)
Net Income	$	185		$	23		$	306		$	(208	)	$	306
Other comprehensive loss, net of tax
Unrealized loss on derivatives, net	(232		)	(13		)	(228		)	248			(225		)
Foreign currency translation adjustments, net	—			(4		)	(1		)	—			(5		)
Available-for-sale securities, net	—			—			(2		)	—			(2		)
Defined benefit plan	1			—			—			—			1
Other comprehensive loss	(231		)	(17		)	(231		)	248			(231		)
Comprehensive (loss)/income attributable to NRG Energy, Inc.	(46		)	6			75			40			75
Dividends for preferred shares	—			—			7			—			7
Comprehensive (loss)/income available for common stockholders	$	(46	)	$	6		$	68		$	40		$	68

(a) All significant intercompany transactions have been eliminated in consolidation.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2011

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
	(In millions)
ASSETS
Current Assets
Cash and cash equivalents	$	44		$	85		$	976		$	—		$	1,105
Funds deposited by counterparties	258			—			—			—			258
Restricted cash	8			231			53			—			292
Accounts receivable-trade, net	789			45			—			—			834
Inventory	300			8			—			—			308
Derivative instruments	4,222			—			—			(6		)	4,216
Cash collateral paid in support of energy risk management activities	311			—			—			—			311
Prepayments and other current assets	1,229			28			(983		)	(1		)	273
Total current assets	7,161			397			46			(7		)	7,597
Net Property, Plant and Equipment	10,456			3,116			67			(18		)	13,621
Other Assets
Investment in subsidiaries	225			491			16,169			(16,885		)	—
Equity investments in affiliates	33			607			—			—			640
Capital leases and notes receivable, less current portion	1			341			172			(172		)	342
Goodwill	1,886			—			—			—			1,886
Intangible assets, net	1,340			84			33			(38		)	1,419
Nuclear decommissioning trust fund	424			—			—			—			424
Derivative instruments	450			—			—			—			450
Other non-current assets	55			72			209			—			336
Total other assets	4,414			1,595			16,583			(17,095		)	5,497
Total Assets	$	22,031		$	5,108		$	16,696		$	(17,120	)	$	26,715
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt and capital leases	$	—		$	72		$	15		$	—		$	87
Accounts payable	(407		)	122			1,093			—			808
Derivative instruments	3,712			23			22			(6		)	3,751
Deferred income taxes	534			(51		)	(356		)	—			127
Cash collateral received in support of energy risk management activities	258			—			—			—			258
Accrued expenses and other current liabilities	371			23			247			(1		)	640
Total current liabilities	4,468			189			1,021			(7		)	5,671
Other Liabilities
Long-term debt and capital leases	264			1,999			7,654			(172		)	9,745
Nuclear decommissioning reserve	335			—			—			—			335
Nuclear decommissioning trust liability	254			—			—			—			254
Deferred income taxes	950			273			166			—			1,389
Derivative instruments	394			66			4			—			464
Out-of-market commodity contracts	208			6			—			(31		)	183
Other non-current liabilities	544			96			116			—			756
Total non-current liabilities	2,949			2,440			7,940			(203		)	13,126
Total liabilities	7,417			2,629			8,961			(210		)	18,797
3.625% Preferred Stock	—			—			249			—			249
Stockholders’ Equity	14,614			2,479			7,486			(16,910		)	7,669
Total Liabilities and Stockholders’ Equity	$	22,031		$	5,108		$	16,696		$	(17,120	)	$	26,715

(a) All significant intercompany transactions have been eliminated in consolidation.

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2011

(Unaudited)

	Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Energy, Inc. (Note Issuer)			Eliminations(a)			Consolidated Balance
	(In millions)
Cash Flows from Operating Activities
Net income	$	185		$	23		$	306		$	(208	)	$	306
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions and equity in (earnings)/losses of unconsolidated affiliates and consolidated subsidiaries	(10		)	2			1,184			(1,168		)	8
Depreciation and amortization	626			28			11			—			665
Provision for bad debts	41			—			—			—			41
Amortization of nuclear fuel	31			—			—			—			31
Amortization of financing costs and debt discount/premiums	—			5			20			—			25
Loss on debt extinguishment	—			—			58			—			58
Amortization of intangibles and out-of market commodity contracts	118			—			—			—			118
Amortization of unearned equity compensation	—			—			14			—			14
Changes in deferred income taxes and liability for uncertain tax benefits	123			6			(958		)	—			(829		)
Changes in nuclear decommissioning trust liability	20			—			—			—			20
Changes in derivative instruments	(199		)	1			(3		)	—			(201		)
Changes in collateral deposits supporting energy risk management activities	5			2			—			—			7
Impairment charge on investment	481			—			—			—			481
Impairment charge on emission allowance	160			—			—			—			160
Cash (used)/provided by changes in other working capital	(1,182		)	211			728			7			(236		)
Net Cash Provided by Operating Activities	399			278			1,360			(1,369		)	668
Cash Flows from Investing Activities
Intercompany loans to subsidiaries	(191		)	—			(486		)	677			—
Acquisition of business, net of cash acquired	—			(91		)	(261		)	—			(352		)
Capital expenditures	(295		)	(1,027		)	(33		)	—			(1,355		)
Increase in restricted cash, net	(54		)	(38		)	—			—			(92		)
Increase in restricted cash - U.S. DOE projects	—			(254		)	(62		)	—			(316		)
Decrease in notes receivable	—			27			—			—			27
Purchase of emission allowances	(27		)	—			—			—			(27		)
Proceeds from sale of emission allowances	6			—			—			—			6
Investments in nuclear decommissioning trust fund securities	(314		)	—			—			—			(314		)
Proceeds from sales of nuclear decommissioning trust fund securities	294			—			—			—			294
Proceeds from sale of assets	14			—			—			—			14
Investments in unconsolidated affiliates	(1		)	(16		)	—			—			(17		)
Other	(11		)	(8		)	(10		)	—			(29		)
Net Cash Used by Investing Activities	(579		)	(1,407		)	(852		)	677			(2,161		)
Cash Flows from Financing Activities
Proceeds from intercompany loans	38			448			191			(677		)	—
Payment of dividends to preferred stockholders	—			—			(7		)	—			(7		)
Payment of intercompany dividends	(65		)	(1,304		)	—			1,369			—
Payment for treasury stock	—			—			(378		)	—			(378		)
Net payment for settlement of acquired derivatives that include financing elements	(61		)	—			—			—			(61		)
Proceeds from issuance of long-term debt	116			798			4,796			—			5,710
Decrease in restricted cash supporting funded letter of credit	—			1,300			—			—			1,300
Payment for settlement of funded letter of credit	—						(1,300		)	—			(1,300		)
Proceeds from issuance of common stock	—			—			2			—			2
Payment of debt issuance and hedging costs	—			(41		)	(108		)	—			(149		)
Payments for short and long-term debt	—			(77		)	(5,373		)	—			(5,450		)
Net Cash Provided/(Used) by Financing Activities	28			1,124			(2,177		)	692			(333		)
Effect of exchange rate changes on cash and cash equivalents	—			2			—			—			2
Net Decrease in Cash and Cash Equivalents	(152		)	(3		)	(1,669		)	—			(1,824		)
Cash and Cash Equivalents at Beginning of Period	168			111			2,672			—			2,951
Cash and Cash Equivalents at End of Period	$	16		$	108		$	1,003		$	—		$	1,127

(a) All significant intercompany transactions have been eliminated in consolidation.