10-Q 1 nrg2015093010q.htm 10-Q 10-Q
                                                                                                                        


 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x
 
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
 
 
For the Quarterly Period Ended: September 30, 2015
 
 
 
o
 
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 001-15891
NRG Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
 
41-1724239
(I.R.S. Employer
Identification No.)
 
 
 
211 Carnegie Center, Princeton, New Jersey
(Address of principal executive offices)
 
08540
(Zip Code)
(609) 524-4500
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x       No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x       No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
 
 
 
 
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o       No x
As of October 31, 2015, there were 314,176,328 shares of common stock outstanding, par value $0.01 per share.
 

1

                                                                                                                        


TABLE OF CONTENTS
Index



2

                                                                                                                        


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q of NRG Energy, Inc., or NRG or the Company, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. The words "believes," "projects," "anticipates," "plans," "expects," "intends," "estimates" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause NRG's actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors, risks and uncertainties include the factors described under Item 1A — Risk Factors Related to NRG Energy, Inc., in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2014, and the following:
General economic conditions, changes in the wholesale power markets and fluctuations in the cost of fuel;
Volatile power supply costs and demand for power;
Hazards customary to the power production industry and power generation operations such as fuel and electricity price volatility, unusual weather conditions, catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that NRG may not have adequate insurance to cover losses as a result of such hazards;
The effectiveness of NRG's risk management policies and procedures, and the ability of NRG's counterparties to satisfy their financial commitments;
Counterparties' collateral demands and other factors affecting NRG's liquidity position and financial condition;
NRG's ability to operate its businesses efficiently, manage capital expenditures and costs tightly, and generate earnings and cash flows from its asset-based businesses in relation to its debt and other obligations;
NRG's ability to enter into contracts to sell power and procure fuel on acceptable terms and prices;
The liquidity and competitiveness of commodities markets;
Government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs and environmental laws and increased regulation of carbon dioxide and other GHG emissions;
Price mitigation strategies and other market structures employed by ISOs or RTOs that result in a failure to adequately compensate NRG's generation units for all of their costs;
NRG's ability to borrow additional funds and access capital markets, as well as NRG's substantial indebtedness and the possibility that NRG may incur additional indebtedness going forward;
NRG's ability to receive loan guarantees or cash grants to support development projects;
Operating and financial restrictions placed on NRG and its subsidiaries that are contained in the indentures governing NRG's outstanding notes, in NRG's Senior Credit Facility, and in debt and other agreements of certain of NRG subsidiaries and project affiliates generally;
Cyber terrorism and inadequate cybersecurity, or the occurrence of a catastrophic loss and the possibility that NRG may not have adequate insurance to cover losses resulting from such hazards or the inability of NRG's insurers to provide agreed upon coverage;
NRG's ability to develop and build new power generation facilities, including new renewable projects;
NRG's ability to implement its strategy;
NRG's ability to sell assets to NRG Yield, Inc. and to close drop-down transactions;
NRG's ability to achieve its strategy of regularly returning capital to stockholders;
NRG's ability to obtain and maintain retail market share;
NRG's ability to successfully evaluate investments and achieve intended financial results in new business and growth initiatives;
NRG's ability to successfully integrate, realize cost savings and manage any acquired businesses; and
NRG's ability to develop and maintain successful partnership relationships.
Forward-looking statements speak only as of the date they were made, and NRG undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause NRG's actual results to differ materially from those contemplated in any forward-looking statements included in this Quarterly Report on Form 10-Q should not be construed as exhaustive.

3

                                                                                                                        


GLOSSARY OF TERMS
When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:
2014 Form 10-K
 
NRG’s Annual Report on Form 10-K for the year ended December 31, 2014
Alta Wind Assets
 
Seven wind facilities that total 947 MWs located in Tehachapi, California and a portfolio of land leases
ASC
 
The FASB Accounting Standards Codification, which the FASB established as the source of authoritative U.S. GAAP
ASU
 
Accounting Standards Updates, which reflect updates to the ASC
Average realized prices
 
Volume-weighted average power prices, net of average fuel costs and reflecting the impact of settled hedges
B2B
 
Business-to-business, which includes demand response, commodity sales, energy efficiency and energy management services
BACT
 
Best Available Control Technology
BTU
 
British Thermal Unit
Buffalo Bear
 
Buffalo Bear, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Buffalo Bear project
CAA
 
Clean Air Act
CAIR
 
Clean Air Interstate Rule
CAISO
 
California Independent System Operator
Capital Allocation Program
 
NRG's plan of allocating capital between debt reduction, reinvestment in the business, investment in acquisition opportunities, share repurchases and shareholder dividends
CCF
 
Carbon Capture Facility
CCPI
 
Clean Coal Power Initiative
CDD
 
Cooling Degree Day
CDFW
 
California Department of Fish and Wildlife
CEC
 
California Energy Commission
CenterPoint
 
CenterPoint Energy, Inc. and its subsidiaries, on and after August 31, 2002, and Reliant Energy, Incorporated and its subsidiaries prior to August 31, 2002
CFTC
 
U.S. Commodity Futures Trading Commission
C&I
 
Commercial, Industrial and Governmental/Institutional
COD
 
Commercial Operation Date
ComEd
 
Commonwealth Edison
CPS
 
Combined Pollutant Standard
CPUC
 
California Public Utilities Commission
CSAPR
 
Cross-State Air Pollution Rule
CVSR
 
California Solar Valley Ranch
CWA
 
Clean Water Act
D.C. Circuit
 
U.S. Court of Appeals for the District of Columbia Circuit
DGPV Holdco
 
NRG DGPV Holdco 1 LLC
Direct Energy
 
Direct Energy Business Marketing, LLC
Discrete Customers
 
Customers measured by unit sales of one-time products or services, such as connected home thermostats, portable solar products and portable battery solutions
Distributed Solar
 
Solar power projects that primarily sell power produced to customers for usage on site, or are interconnected to sell power into the local distribution grid
Dominion
 
Dominion Resources, Inc.
Drop Down Assets
 
Collectively, the June 2014 Drop Down Assets and the January 2015 Drop Down Assets
DSI
 
Dry Sorbent Injection with Trona

4

                                                                                                                        


Economic gross margin
 
Sum of energy revenue, capacity revenue, retail revenue and other revenue, less cost of sales
EME
 
Edison Mission Energy
Energy Plus Holdings
 
Energy Plus Holdings LLC and Energy Plus Natural Gas LLC
EPA
 
U.S. Environmental Protection Agency
ERCOT
 
Electric Reliability Council of Texas, the Independent System Operator and the regional reliability coordinator of the various electricity systems within Texas
ESP
 
Electrostatic Precipitator
ESPP
 
NRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan
Exchange Act
 
The Securities Exchange Act of 1934, as amended
FASB
 
Financial Accounting Standards Board
FCM
 
Forward Capacity Market
FERC
 
Federal Energy Regulatory Commission
FPA
 
Federal Power Act
FTRs
 
Financial Transmission Rights
GenConn
 
GenConn Energy LLC
GenOn
 
GenOn Energy, Inc.
GenOn Americas Generation
 
GenOn Americas Generation, LLC
GenOn Americas Generation Senior Notes
 
GenOn Americas Generation's $850 million outstanding unsecured senior notes consisting of $450 million of 8.50% senior notes due 2021 and $400 million of 9.125% senior notes due 2031
GenOn Mid-Atlantic
 
GenOn Mid-Atlantic, LLC and, except where the context indicates otherwise, its subsidiaries, which include the coal generation units at the Dickerson and Morgantown generating facilities under operating leases
GenOn Senior Notes
 
GenOn's $2.0 billion outstanding unsecured senior notes consisting of $725 million of 7.875% senior notes due 2017, $675 million of 9.5% senior notes due 2018, and $550 million of 9.875% senior notes due 2020
GHG
 
Greenhouse Gases
GWh
 
Gigawatt Hour
HAPs
 
Hazardous Air Pollutants
HDD
 
Heating Degree Day
Heat Rate
 
A measure of thermal efficiency computed by dividing the total BTU content of the fuel burned by the resulting kWhs generated. Heat rates can be expressed as either gross or net heat rates, depending whether the electricity output measured is gross or net generation and is generally expressed as BTU per net kWh
High Desert
 
TA - High Desert, LLC, which owns the High Desert project
IASB
 
Independent Accounting Standards Board
ICAP
 
New York Installed Capacity
IFRS
 
International Financial Reporting Standards
IL CPS
 
Illinois Combined Pollutant Standard
ILU
 
Illinois Union Insurance Company
IPPNY
 
Independent Power Producers of New York
ISO
 
Independent System Operator
January 2015 Drop Down Assets
 
The Laredo Ridge, Tapestry and Walnut Creek projects, which were sold to NRG Yield, Inc. on January 2, 2015
June 2014 Drop Down Assets
 
The High Desert, Kansas South and El Segundo projects, which were sold to NRG Yield, Inc. on June 30, 2014
JX Nippon
 
JX Nippon Oil Exploration (EOR) Limited
Kansas South
 
NRG Solar Kansas South LLC, which owns the Kansas South project
kV
 
Kilovolts
kWh
 
Kilowatt-hours

5

                                                                                                                        


LA DEQ
 
Louisiana Department of Environmental Quality
LaGen
 
Louisiana Generating LLC
Laredo Ridge
 
Laredo Ridge Wind, LLC, the operating subsidiary of Mission Wind Laredo, LLC, which owns the Laredo Ridge project
LIBOR
 
London Inter-Bank Offered Rate
LTIPs
 
Collectively, the NRG Long-Term Incentive Plan and the NRG GenOn Long-Term Incentive Plan
Mass
 
Residential and Small Business
MATS
 
Mercury and Air Toxics Standards promulgated by the EPA
MDE
 
Maryland Department of the Environment
Midwest Generation
 
Midwest Generation, LLC
MISO
 
Midcontinent Independent System Operator, Inc.
MMBtu
 
Million British Thermal Units
MW
 
Megawatt
MWh
 
Saleable megawatt hours, net of internal/parasitic load megawatt-hours
MWt
 
Megawatts Thermal Equivalent
NAAQS
 
National Ambient Air Quality Standards
NEPOOL
 
New England Power Pool
NERC
 
North American Electric Reliability Corporation
Net Exposure
 
Counterparty credit exposure to NRG, net of collateral
NextEra
 
NextEra Energy Resources, LLC
NOL
 
Net Operating Loss
NOx
 
Nitrogen Oxide
NPDES
 
National Pollutant Discharge Elimination System
NPNS
 
Normal Purchase Normal Sale
NRC
 
U.S. Nuclear Regulatory Commission
NRG
 
NRG Energy, Inc.
NRG Marsh Landing
 
NRG Marsh Landing, LLC
NRG Wind TE Holdco
 
NRG Wind TE Holdco LLC
NRG Yield
 
Reporting segment that includes the projects held by NRG Yield, Inc.
NRG Yield, Inc.
 
NRG Yield, Inc., the owner of 53.3% of NRG Yield LLC with a controlling interest, and issuer of publicly held shares of Class A and Class C common stock
NSR
 
New Source Review
Nuclear Decommissioning Trust Fund
 
NRG's nuclear decommissioning trust fund assets, which are for the Company's portion of the decommissioning of the STP, units 1 & 2
NYAG
 
State of New York Office of Attorney General
NYISO
 
New York Independent System Operator
NYPA
 
New York Power Authority
NYSPSC
 
New York State Public Service Commission
OCI
 
Other Comprehensive Income/(Loss)
Peaking
 
Units expected to satisfy demand requirements during the periods of greatest or peak load on the system
PG&E
 
Pacific Gas and Electric Company
Pinnacle
 
Pinnacle Wind, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Pinnacle project
PJM
 
PJM Interconnection, LLC
PM
 
Particulate Matter
POJO
 
Powerton and Joliet, of which the Company leases 100% interests in Unit 7 and Unit 8 of the Joliet generating facility and the Powerton generating facility, through Midwest Generation

6

                                                                                                                        


PPA
 
Power Purchase Agreement
PPTA
 
Power Purchase Tolling Agreement
PSCs
 
Public Service Commissions
PSD
 
Prevention of Significant Deterioration
PUCT
 
Public Utility Commission of Texas
RCRA
 
Resource Conservation and Recovery Act of 1976
RDS
 
Roof Diagnostics Solar
Recurring Customers
 
Customers that subscribe to one or more recurring services, such as electricity, natural gas and protection products, the majority of which are retail electricity customers in Texas and the Northeast
REMA
 
NRG REMA LLC, which leases a 100% interest in the Shawville generating facility and 16.7% and 16.5% interests in the Keystone and Conemaugh generating facilities, respectively
Repowering
 
Technologies utilized to replace, rebuild, or redevelop major portions of an existing electrical generating facility, generally to achieve a substantial emissions reduction, increase facility capacity, and improve system efficiency
Revolving Credit Facility
 
The Company's $2.5 billion revolving credit facility due 2018, a component of the Senior Credit Facility
RFP
 
Request For Proposal
RGGI
 
Regional Greenhouse Gas Initiative
Right of First Offer Agreement
 
Amended and Restated Right of First Offer Agreement by and between NRG Energy, Inc. and NRG Yield, Inc.
RMR
 
Reliability Must-Run
RPM
 
Reliability Pricing Model
RPV Holdco
 
NRG RPV Holdco 1 LLC
RSSA
 
Reliability Support Services Agreement
RTO
 
Regional Transmission Organization
Sabine
 
Sabine Cogen, L.P.
SCE
 
Southern California Edison
SCR
 
Selective Catalytic Reduction Control System
SDG&E
 
San Diego Gas & Electric
SEC
 
U.S. Securities and Exchange Commission
Senior Credit Facility
 
NRG's senior secured facility, comprised of the Term Loan Facility and the Revolving Credit Facility
Senior Notes
 
The Company’s $6.4 billion outstanding unsecured senior notes, consisting of $1.1 billion of 7.625% senior notes due 2018, $1.1 billion of 8.25% senior notes due 2020, $1.1 billion of 7.875% senior notes due 2021, $1.1 billion of 6.25% senior notes due 2022, $990 million of 6.625% senior notes due 2023, and $1.0 billion of 6.25% senior notes due 2024
SF6
 
Sulfur Hexafluoride
SO2
 
Sulfur Dioxide
STP
 
South Texas Project — nuclear generating facility located near Bay City, Texas in which NRG owns a 44% interest
SunPower
 
SunPower Corporation, Systems
Taloga
 
Taloga Wind, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Taloga project
TCPA
 
Telephone Consumer Protection Act
Term Loan Facility
 
The Company's $2.0 billion term loan facility due 2018, a component of the Senior Credit Facility
U.S.
 
United States of America
U.S. DOE
 
U.S. Department of Energy
U.S. GAAP
 
Accounting principles generally accepted in the U.S.

7

                                                                                                                        


Utility Scale Solar
 
Solar power projects, typically 20 MW or greater in size (on an alternating current basis), that are interconnected into the transmission or distribution grid to sell power at a wholesale level
VaR
 
Value at Risk
VIE
 
Variable Interest Entity
Walnut Creek
 
NRG Walnut Creek, LLC, the operating subsidiary of WCEP Holdings, LLC, which owns the Walnut Creek project
Yield Operating
 
NRG Yield Operating LLC

8

                                                                                                                        


PART I — FINANCIAL INFORMATION
ITEM 1 — CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
Three months ended September 30,
 
Nine months ended September 30,
(In millions, except for per share amounts)
2015
 
2014
 
2015
 
2014
Operating Revenues
 
 
 
 
 
 
 
Total operating revenues
$
4,431

 
$
4,569

 
$
11,654

 
$
11,676

Operating Costs and Expenses
 
 
 
 
 
 
 
Cost of operations
3,034

 
3,278

 
8,530

 
8,843

Depreciation and amortization
382

 
375

 
1,173

 
1,096

Impairment losses
263


70

 
263


70

Selling, general and administrative
332

 
258

 
886

 
737

Acquisition-related transaction and integration costs
3

 
17

 
16

 
69

Development activity expenses
38

 
22

 
113

 
62

Total operating costs and expenses
4,052

 
4,020

 
10,981

 
10,877

Gain on postretirement benefits curtailment and sale of assets



 
14


19

Operating Income
379

 
549

 
687

 
818

Other Income/(Expense)
 
 
 
 
 
 
 
Equity in earnings of unconsolidated affiliates
24


18

 
29


39

Other income/(expense), net
4


(3
)
 
27


13

Loss on debt extinguishment
(2
)

(13
)
 
(9
)

(94
)
Interest expense
(291
)

(280
)
 
(855
)

(809
)
Total other expense
(265
)
 
(278
)
 
(808
)
 
(851
)
Income/(Loss) Before Income Taxes
114

 
271

 
(121
)
 
(33
)
Income tax expense/(benefit)
47


89


(43
)

(68
)
Net Income/(Loss)
67

 
182

 
(78
)
 
35

Less: Net income/(loss) attributable to noncontrolling interest and redeemable noncontrolling interests
1


14

 
(10
)

20

Net Income/(Loss) Attributable to NRG Energy, Inc.
66

 
168

 
(68
)
 
15

Dividends for preferred shares
5

 
2

 
15

 
7

Income/(Loss) Available for Common Stockholders
$
61

 
$
166

 
$
(83
)
 
$
8

Earnings/(Loss) per Share Attributable to NRG Energy, Inc. Common Stockholders
 
 
 
 
 
 
 
Weighted average number of common shares outstanding — basic
331

 
338

 
334

 
333

Earnings/(Loss) per Weighted Average Common Share — Basic
$
0.18

 
$
0.49

 
$
(0.25
)
 
$
0.02

Weighted average number of common shares outstanding — diluted
332

 
343

 
334

 
338

Earnings/(Loss) per Weighted Average Common Share — Diluted
$
0.18

 
$
0.48

 
$
(0.25
)
 
$
0.02

Dividends Per Common Share
$
0.15

 
$
0.14

 
$
0.44

 
$
0.40

See accompanying notes to condensed consolidated financial statements.

9

                                                                                                                        


NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(Unaudited)
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In millions)
Net Income/(Loss)
$
67

 
$
182

 
$
(78
)
 
$
35

Other Comprehensive Income/(Loss), net of tax
 
 
 
 
 
 
 
Unrealized (loss)/gain on derivatives, net of income tax (benefit)/expense of $(12), $4, $(6) and $(11)
(6
)

4

 
(2
)
 
(24
)
Foreign currency translation adjustments, net of income tax benefit of $(5), $(6), $(6) and $(2)
(8
)
 
(6
)
 
(10
)
 
(3
)
Available-for-sale securities, net of income tax expense/(benefit) of $6, $(1), $1 and $0
(7
)
 
(2
)
 
(11
)
 
2

Defined benefit plans, net of tax expense/(benefit) of $2, $0, $6 and $(7)
3

 
(3
)
 
9

 
9

Other comprehensive loss
(18
)
 
(7
)
 
(14
)
 
(16
)
Comprehensive Income/(Loss)
49

 
175

 
(92
)
 
19

Less: Comprehensive (loss)/income attributable to noncontrolling interest and redeemable noncontrolling interests
(17
)
 
17

 
(34
)
 
14

Comprehensive Income/(Loss) Attributable to NRG Energy, Inc.
66

 
158

 
(58
)
 
5

Dividends for preferred shares
5

 
2

 
15

 
7

Comprehensive Income/(Loss) Available for Common Stockholders
$
61

 
$
156

 
$
(73
)
 
$
(2
)
See accompanying notes to condensed consolidated financial statements.

10

                                                                                                                        


NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 
September 30, 2015
 
December 31, 2014
(In millions, except shares)
(unaudited)
 
 
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
2,265


$
2,116

Funds deposited by counterparties
68

 
72

Restricted cash
497


457

Accounts receivable — trade, less allowance for doubtful accounts of $26 and $23
1,492

 
1,322

Inventory
1,149

 
1,247

Derivative instruments
1,580

 
2,425

Cash collateral paid in support of energy risk management activities
367

 
187

Deferred income taxes
169

 
174

Renewable energy grant receivable, net
26

 
135

Prepayments and other current assets
460

 
447

Total current assets
8,073

 
8,582

Property, plant and equipment, net of accumulated depreciation of $8,969 and $7,890
21,985

 
22,367

Other Assets
 
 
 
Equity investments in affiliates
1,068

 
771

Notes receivable, less current portion
62

 
72

Goodwill
2,503

 
2,574

 Intangible assets, net of accumulated amortization of $1,590 and $1,402
2,371

 
2,567

Nuclear decommissioning trust fund
551

 
585

Derivative instruments
522


480

Deferred income taxes
1,427

 
1,406

Other non-current assets
1,426

 
1,261

Total other assets
9,930

 
9,716

Total Assets
$
39,988

 
$
40,665

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current Liabilities
 
 
 
Current portion of long-term debt and capital leases
$
457


$
474

Accounts payable
1,173

 
1,060

Derivative instruments
1,416


2,054

Cash collateral received in support of energy risk management activities
68

 
72

Accrued expenses and other current liabilities
1,222

 
1,199

Total current liabilities
4,336

 
4,859

Other Liabilities
 
 
 
Long-term debt and capital leases
19,598


19,900

Nuclear decommissioning reserve
322

 
310

Nuclear decommissioning trust liability
280

 
333

Deferred income taxes
20

 
21

Derivative instruments
619


438

Out-of-market contracts, net of accumulated amortization of $639 and $562
1,168

 
1,244

Other non-current liabilities
1,478

 
1,574

Total non-current liabilities
23,485


23,820

Total Liabilities
27,821

 
28,679

2.822% convertible perpetual preferred stock
299

 
291

Redeemable noncontrolling interest in subsidiaries
29

 
19

Commitments and Contingencies
 
 
 
Stockholders’ Equity
 
 
 
Common stock
4

 
4

Additional paid-in capital
8,382

 
8,327

Retained earnings
3,358

 
3,588

Less treasury stock, at cost — 97,190,988 and 78,843,552 shares, respectively
(2,330
)
 
(1,983
)
Accumulated other comprehensive loss
(188
)
 
(174
)
Noncontrolling interest
2,613

 
1,914

Total Stockholders’ Equity
11,839

 
11,676

Total Liabilities and Stockholders’ Equity
$
39,988

 
$
40,665


See accompanying notes to condensed consolidated financial statements.

11

                                                                                                                        


NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Nine months ended September 30,
 
2015
 
2014
 
(In millions)
Cash Flows from Operating Activities
 
 
 
Net (Loss)/Income
$
(78
)
 
$
35

Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Distributions and equity in earnings of unconsolidated affiliates
28

 
32

Depreciation and amortization
1,173

 
1,096

Provision for bad debts
49

 
49

Amortization of nuclear fuel
36

 
33

Amortization of financing costs and debt discount/premiums
(9
)
 
(9
)
Adjustment for debt extinguishment
9

 
24

Amortization of intangibles and out-of-market contracts
68

 
52

Amortization of unearned equity compensation
37

 
32

Changes in deferred income taxes and liability for uncertain tax benefits
(72
)
 
(75
)
Changes in nuclear decommissioning trust liability
1

 
12

Changes in derivative instruments
180

 
248

Changes in collateral deposits supporting energy risk management activities
(180
)
 
(100
)
Loss on sale of emission allowances
(6
)
 
2

Gain on postretirement benefits curtailment and sale of assets
(14
)
 
(26
)
Impairment losses
263

 
70

Cash used by changes in other working capital
(93
)
 
(361
)
Net Cash Provided by Operating Activities
1,392


1,114

Cash Flows from Investing Activities
 
 
 
Acquisitions of businesses, net of cash acquired
(31
)
 
(2,832
)
Capital expenditures
(889
)
 
(675
)
Increase in restricted cash, net
(41
)
 
(52
)
Decrease in restricted cash to support equity requirements for U.S. DOE funded projects
1

 
21

Decrease in notes receivable
10

 
21

Investments in nuclear decommissioning trust fund securities
(500
)
 
(475
)
Proceeds from the sale of nuclear decommissioning trust fund securities
499


463

Proceeds from renewable energy grants and state rebates
62

 
431

Proceeds from sale of assets, net of cash disposed of
1

 
153

Cash proceeds to fund cash grant bridge loan payment

 
57

Investments in unconsolidated affiliates
(357
)
 
(87
)
Other
13

 
17

Net Cash Used by Investing Activities
(1,232
)

(2,958
)
Cash Flows from Financing Activities
 
 
 
Payment of dividends to common and preferred stockholders
(152
)
 
(140
)
Payment for treasury stock
(353
)
 

Net receipts from/(payments for) settlement of acquired derivatives that include financing elements
138

 
(64
)
Proceeds from issuance of long-term debt
679

 
4,456

Distributions from, net of contributions to, noncontrolling interest in subsidiaries
651

 
639

Proceeds from issuance of common stock
1

 
15

Payment of debt issuance costs
(14
)
 
(57
)
Payments for short and long-term debt
(954
)
 
(3,308
)
Other
(22
)
 

Net Cash (Used)/Provided by Financing Activities
(26
)

1,541

Effect of exchange rate changes on cash and cash equivalents
15

 
2

Net Increase/ (Decrease) in Cash and Cash Equivalents
149

 
(301
)
Cash and Cash Equivalents at Beginning of Period
2,116

 
2,254

Cash and Cash Equivalents at End of Period
$
2,265

 
$
1,953

See accompanying notes to condensed consolidated financial statements.

12

                                                                                                                        


NRG ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1Basis of Presentation
NRG Energy, Inc., or NRG or the Company, is a competitive power company, which produces, sells and delivers energy and energy products and services in major competitive power markets primarily in the U.S. while positioning itself as a leader in the way residential, industrial and commercial consumers think about and use energy products and services. NRG has one of the nation's largest and most diverse competitive power generation portfolios balanced with one of the nation's largest retail energy providers. The Company owns and operates approximately 50,000 MWs of generation; engages in the trading of wholesale energy, capacity and related products; transacts in and trades fuel and transportation services; and directly sells energy, services, and innovative, sustainable products and services to retail customers under the name “NRG” and various other retail brand names owned by NRG.
On June 29, 2015, NRG Yield, Inc. closed on its offering of 28,198,000 shares of Class C common stock at a price of $22 per share, which included 3,678,000 shares of Class C common stock purchased by the underwriters through an over-allotment option. Net proceeds to NRG Yield, Inc. from the sale of the Class C common stock were $599 million, net of underwriting discounts and commissions of $21 million. The additional equity offering reduced the Company's economic interest in NRG Yield, Inc. to 46.7% and its voting interest to 55.1%. The Company continues to consolidate NRG Yield, Inc. through its controlling interest.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the SEC's regulations for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to the consolidated financial statements in the Company's 2014 Form 10-K. Interim results are not necessarily indicative of results for a full year.
In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all material adjustments consisting of normal and recurring accruals necessary to present fairly the Company's consolidated financial position as of September 30, 2015, and the results of operations, comprehensive income/(loss) and cash flows for the nine months ended September 30, 2015, and 2014.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Reclassifications
Certain prior year amounts have been reclassified for comparative purposes. The reclassifications did not affect results from operations, net assets or cash flows.

13

                                                                                                                        


Note 2Summary of Significant Accounting Policies
Other Cash Flow Information
NRG’s investing activities exclude capital expenditures of $69 million which were accrued and unpaid at September 30, 2015.
Noncontrolling Interest
The following table reflects the changes in NRG's noncontrolling interest balance:
 
(In millions)
Balance as of December 31, 2014
$
1,914

Sale of assets to NRG Yield, Inc.
(27
)
Distributions to noncontrolling interest
(115
)
Contributions from noncontrolling interest
153

Increase to noncontrolling interest due to NRG Yield, Inc. acquisitions
74

Proceeds received from NRG Yield, Inc. public offering
599

Non-cash adjustments for equity component of NRG Yield, Inc. convertible notes
23

Non-cash increase to noncontrolling interest
19

Comprehensive loss attributable to noncontrolling interest
(27
)
Balance as of September 30, 2015
$
2,613


NRG DGPV Holdco 1 LLC
On May 8, 2015, NRG Yield DGPV Holding LLC, a subsidiary of NRG Yield, Inc., and NRG Renew LLC, a subsidiary of the Company, entered into a partnership by forming NRG DGPV Holdco 1 LLC, or DGPV Holdco, the purpose of which is to own or purchase solar power generation projects and other ancillary related assets from NRG Renew LLC, via intermediate funds, including: (i) a tax equity-financed portfolio of 11 recently completed community solar projects representing approximately 11 MW with a weighted average remaining PPA term of 20 years; and (ii) a tax equity-financed portfolio of approximately 29 commercial photovoltaic systems representing approximately 89 MW. As of September 30, 2015, NRG Yield, Inc.'s investment in DGPV Holdco related to the recently completed community solar projects was $17 million. Additionally, as of September 30, 2015, NRG Yield, Inc.'s investment related to commercial photovoltaic systems was $2 million. The following illustrates the structure of DGPV Holdco:
 


14

                                                                                                                        


NRG RPV Holdco 1 LLC
On April 9, 2015, NRG Yield RPV Holding LLC, a subsidiary of NRG Yield, Inc. and NRG Residential Solar Solutions LLC, a subsidiary of the Company, entered into a partnership, through their ownership of NRG RPV Holdco 1 LLC, or RPV Holdco, that will invest in and hold operating portfolios of residential solar assets developed by NRG Home Solar, including: (i) an existing, unlevered portfolio of over 2,200 leases across nine states representing approximately 17 MW with a weighted average remaining lease term of approximately 17 years, in which NRG Yield, Inc. invested $26 million in April 2015; and (ii) tax equity-financed portfolios of approximately 13,000 leases representing approximately 90 MW with an average lease term for the existing and new leases of approximately 17 to 20 years. NRG Yield, Inc. has committed to invest up to an additional $150 million of cash contributions into the partnership over time, excluding the $26 million noted above. As of September 30, 2015, NRG Yield, Inc. has contributed $21 million of the $150 million committed contributions. The following illustrates the structure of RPV Holdco:
Alta Wind X-XI TE Holdco, LLC
On June 30, 2015, NRG Yield Operating LLC, a subsidiary of NRG Yield, Inc., sold an economic interest in Alta Wind X-XI TE Holdco LLC, or Alta TE Holdco, holder of the Alta Wind X and Alta Wind XI projects, to a financial institution in order to monetize cash and tax attributes, primarily production tax credits. The net proceeds of $119 million are reflected as noncontrolling interest in the Company's balance sheet.
NRG Yield, Inc. Issuance of Class C Common Stock and Convertible Notes
On June 29, 2015, NRG Yield, Inc. issued 28,198,000 shares of Class C common stock for net proceeds of $599 million, as described in Note 1, Basis of Presentation, and issued $287.5 million in aggregate principal amount of 3.25% Convertible Senior Notes, due 2020, as described in Note 8, Debt and Capital Leases. The value of the conversion option of $23 million is reflected in the NRG Yield, Inc. noncontrolling interest balance.
Redeemable Noncontrolling Interest in Subsidiaries
Redeemable noncontrolling interest in subsidiaries represents third-party interests in the net assets under certain arrangements that the Company has entered into to finance the cost of certain projects, including solar energy systems under operating leases and wind facilities eligible for certain tax credits.  To the extent that the third party has the right to redeem its interests for cash or other assets, the Company has included the noncontrolling interest attributable to the third party as a component of temporary equity in the mezzanine section of the consolidated balance sheet. The following table reflects the changes in the Company's redeemable noncontrolling interest balance for the nine months ended September 30, 2015:
 
(In millions)
Balance as of December 31, 2014
$
19

Cash contributions from noncontrolling interest
17

Comprehensive loss attributable to noncontrolling interest
(7
)
Balance as of September 30, 2015
$
29


15

                                                                                                                        


Gain on Postretirement Benefits Curtailment
During the first quarter of 2015, the Company recognized a gain of $14 million related to the curtailment of certain of the Company's postretirement plans.
Recent Accounting Developments
ASU 2015-16 — In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, or ASU No. 2015-16. The amendments of ASU No. 2015-16 require that an acquirer recognize measurement period adjustments to the provisional amounts recognized in a business combination in the reporting period during which the adjustments are determined. Additionally, the amendments of ASU No. 2015-16 require the acquirer to record in the same period's financial statements the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the measurement period adjustment, calculated as if the accounting had been completed at the acquisition date as well as disclosing either on the face of the income statement or in the notes the portion of the amount recorded in current period earnings that would have been recorded in previous reporting periods. The guidance in ASU No. 2015-16 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendments should be applied prospectively. The adoption of this standard is not expected to have a material impact on the Company's results of operations, cash flows or financial position.
ASU 2015-03 and ASU 2015-15 — In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU No. 2015-03. The amendments of ASU No. 2015-03 were issued to reduce complexity in the balance sheet presentation of debt issuance costs. ASU No. 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this standard. Additionally, in August 2015, the FASB issued ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, or ASU No. 2015-15, as ASU No. 2015-03 did not specifically address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU No. 2015-15 allows an entity to continue to defer and present debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance in ASU No. 2015-03 and ASU No. 2015-15 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The adoption of ASU No. 2015-03 is not expected to have a material impact on the Company's balance sheets on a gross basis and will have no impact on net assets.
ASU 2015-02 — In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, or ASU No. 2015-02. The amendments of ASU No. 2015-02 were issued in an effort to minimize situations under previously existing guidance in which a reporting entity was required to consolidate another legal entity in which that reporting entity did not have: (1) the ability through contractual rights to act primarily on its own behalf; (2) ownership of the majority of the legal entity's voting rights; or (3) the exposure to a majority of the legal entity's economic benefits. ASU No. 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The guidance in ASU No. 2015-02 is effective for periods beginning after December 15, 2015. Early adoption is permitted. The Company adopted the standard effective January 1, 2015 and the adoption of this standard did not impact the Company's results of operations, cash flows or financial position.
ASU 2014-16 — In November 2014, the FASB issued ASU No. 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity, or ASU No. 2014-16. The amendments of ASU No. 2014-16 clarify how U.S. GAAP should be applied in determining whether the nature of a host contract is more akin to debt or equity and in evaluating whether the economic characteristics and risks of an embedded feature are "clearly and closely related" to its host contract. The guidance in ASU No. 2014-16 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company adopted the standard effective January 1, 2015 and the adoption of this standard did not impact the Company's results of operations, cash flows or financial position.

16

                                                                                                                        


ASU 2014-09 — In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU No. 2014-09. The amendments of ASU No. 2014-09 complete the joint effort between the FASB and the International Accounting Standards Board, or IASB, to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards, or IFRS, and to improve financial reporting. The guidance in ASU No. 2014-09 provides that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for the goods or services provided and establishes the following steps to be applied by an entity: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies the performance obligation. In August 2015, the FASB issued ASU 2015-14, which formally deferred the effective date by one year to make the guidance of ASU No. 2014-09 effective for annual reporting periods beginning after December 15, 2017, including interim periods therein. Early adoption is permitted, but not prior to the original effective date, which was for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of the standard on the Company's results of operations, cash flows and financial position.
Note 3Business Acquisitions and Dispositions
The Company has completed the following business acquisitions and dispositions that are material to the Company's financial statements:
NRG Yield Acquisitions
2015 Acquisition of Desert Sunlight
On June 29, 2015, NRG Yield, Inc., through its subsidiary Yield Operating, acquired 25% of the membership interest in Desert Sunlight Investment Holdings, LLC, which owns two solar photovoltaic facilities that total 550 MWs located in Desert Center, California from EFS Desert Sun, LLC, an affiliate of GE Energy Financial Services, for a purchase price of $285 million. The Company accounts for its 25% investment as an equity method investment.
2014 Acquisition of Alta Wind
On August 12, 2014, NRG Yield, Inc., through its subsidiary Yield Operating, completed the acquisition of 100% of the membership interests of Alta Wind Asset Management Holdings, LLC, Alta Wind Company, LLC, Alta Wind X Holding Company, LLC, and Alta Wind XI Holding Company, LLC, which collectively own seven wind facilities that total 947 MWs located in Tehachapi, California and a portfolio of land leases, or the Alta Wind Assets. Power generated by the Alta Wind facilities is sold to Southern California Edison under long-term power purchase agreements, with 21 years of remaining contract life for Alta I-V. The Alta X and XI power purchase agreements begin in 2016 with terms of 22 years and currently sell energy and renewable energy credits on a merchant basis.
The purchase price of the Alta Wind Assets was $923 million, which was comprised of a purchase price of $870 million and $53 million paid for working capital balances. In order to fund the purchase price of the acquisition, NRG Yield, Inc. issued 12,075,000 shares of its Class A common stock on July 29, 2014, for net proceeds of $630 million. In addition, on August 5, 2014, Yield Operating issued $500 million in aggregate principal amount at par of 5.375% senior notes due August 2024. Interest on the notes is payable semi-annually on February 15 and August 15 of each year and commenced on February 15, 2015. The notes are senior unsecured obligations of Yield Operating and are guaranteed by NRG Yield LLC, Yield Operating’s parent company, and by certain of Yield Operating’s wholly-owned subsidiaries.

17

                                                                                                                        


The acquisition was recorded as a business combination under ASC 805, with identifiable assets acquired and liabilities assumed provisionally recorded at their estimated fair values on the acquisition date. The accounting for the business combination was completed as of August 11, 2015, at which point the fair values became final. The following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of December 31, 2014, as well as adjustments made through August 11, 2015, when the allocation became final. The purchase price of $923 million was allocated as follows:
 
Acquisition Date Fair Value at December 31, 2014
 
Measurement period adjustments
 
Revised Acquisition Date
 
(In millions)
Assets
 
 
 
 
 
Cash
$
22

 
$

 
$
22

Current and non-current assets
49

 
(2
)
 
47

Property, plant and equipment
1,304

 
6

 
1,310

Intangible assets
1,177

 
(6
)
 
1,171

Total assets acquired
2,552

 
(2
)
 
2,550

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Debt
1,591

 

 
1,591

Current and non-current liabilities
38

 
(2
)
 
36

Total liabilities assumed
1,629

 
(2
)
 
1,627

Net assets acquired
$
923

 
$

 
$
923

Acquisitions of Assets from NRG
On November 3, 2015, the Company sold 75% of the Class B interests of NRG Wind TE Holdco, which owns a portfolio of 12 wind facilities totaling 814 net MW, to NRG Yield, Inc. NRG Yield Inc., paid total cash consideration of $210 million, subject to working capital adjustments. NRG Yield, Inc. will be responsible for its pro-rata share of non-recourse project debt of $193 million and noncontrolling interest associated with a tax equity structure of $165 million (as of September 30, 2015).

On January 2, 2015, the Company sold the following facilities to NRG Yield, Inc.: Walnut Creek, the Tapestry projects (Buffalo Bear, Pinnacle and Taloga) and Laredo Ridge. NRG Yield, Inc. paid total cash consideration of $489 million, including $9 million of working capital adjustments, plus assumed project level debt of $737 million. The sale was recorded as a transfer of entities under common control and the related assets were transferred at their carrying value of $405 million.

On June 30, 2014, the Company sold the following facilities to NRG Yield, Inc.: High Desert, Kansas South, and El Segundo Energy Center. NRG Yield, Inc. paid total cash consideration of $357 million, which represents a base purchase price of $349 million and $8 million of working capital adjustments, plus assumed project level debt of approximately $612 million. The sale was recorded as a transfer of entities under common control and the related assets were transferred at their carrying value of $236 million.

18

                                                                                                                        


NRG Dispositions
Sale of Sabine
On December 2, 2014, the Company, through its subsidiaries GenOn Sabine (Delaware), Inc. and GenOn Sabine (Texas), Inc., completed the sale of its 50% interest in Sabine to Bayou Power, LLC, an affiliate of Rockland Capital, LLC. Sabine owns a 105 MW natural gas-fired cogeneration facility located in Texas. The Company received cash consideration of $35 million at closing. A gain of $18 million was recognized as a result of the transaction and recorded as a gain on sale of equity-method investments within the Company's consolidated statements of operations.
Disposition of 50% Interest in Petra Nova Parish Holdings LLC
On July 3, 2014, the Company, through its wholly owned subsidiary Petra Nova Holdings LLC, sold 50% of its interest in Petra Nova Parish Holdings LLC to JX Nippon, a wholly owned subsidiary of JX Nippon Oil & Gas Exploration Corporation.  As a result of the sale, the Company no longer has a controlling interest in and has deconsolidated Petra Nova Parish Holdings LLC as of the date of the sale. On July 7, 2014, the Company made its initial capital contribution into the partnership of $35 million, which was funded with a portion of the sale proceeds of $76 million. On March 3, 2014, Petra Nova CCS I LLC, a wholly owned subsidiary of Petra Nova Parish Holdings LLC, entered into a fixed-price agreement to build and operate a CCF at the W.A. Parish facility with a consortium of Mitsubishi Heavy Industries America, Inc. and TIC - The Industrial Company.  Notice to proceed for the construction on the CCF was issued on July 15, 2014, and commercial operation is expected in late 2016. 
Petra Nova Parish Holdings LLC also owns a 75 MW peaking unit at W.A. Parish, which achieved commercial operations on June 26, 2013. The peaking unit will be converted into a cogeneration facility to provide power and steam to the CCF.  The project is being financed by: (i) up to $167 million from a U.S. DOE CCPI grant, (ii) $250 million in loans provided by the Japan Bank for International Cooperation and Mizuho Bank, Ltd., and (iii) approximately $300 million in equity contributions from each of the Company and JX Nippon. NRG’s contribution will include investments already made during the development of the project. 
NRG Acquisitions
Acquisition of Dominion's Competitive Electric Retail Business
On March 31, 2014, the Company acquired the competitive retail electricity business of Dominion. The acquisition of Dominion's competitive retail electricity business increased NRG’s retail portfolio by approximately 540,000 customers in the aggregate by the end of 2014. The acquisition supports NRG's ongoing efforts to expand the Company's retail footprint in the Northeast and to grow its retail position in Texas. The Company paid approximately $192 million as cash consideration for the acquisition, including $165 million of purchase price and $27 million paid for working capital balances, which was funded by cash on hand. The purchase price was allocated to the following: $40 million to accounts receivable-trade, $64 million to customer relationships, $9 million to trade names, $14 million to current assets, $21 million to derivative assets, $47 million to current and non-current liabilities, and goodwill of $91 million, of which $8 million is deductible for U.S. income tax purposes in future periods. The factors that resulted in goodwill arising from the acquisition include the revenues associated with new customers in new regions and through the synergies associated with combining a new retail business with the Company's existing retail and generation assets. The assets acquired and liabilities assumed are included within the NRG Home Retail segment. The accounting for the Dominion acquisition was completed as of March 30, 2015, at which point the provisional fair values became final with no material changes.
EME Acquisition
On April 1, 2014, the Company acquired substantially all of the assets of EME.  EME, through its subsidiaries and affiliates, owned or leased and operated a portfolio of approximately 8,000 MW consisting of wind energy facilities and coal- and gas-fired generating facilities. The Company paid an aggregate purchase price of $3.5 billion, which was funded through the issuance of 12,671,977 shares of NRG common stock on April 1, 2014, the issuance of $700 million in newly-issued corporate debt and cash on hand. The Company also assumed non-recourse debt of approximately $1.2 billion
In connection with the transaction, NRG agreed to certain conditions with the parties to the POJO sale-leaseback transaction subject to which an NRG subsidiary assumed the POJO leveraged leases and NRG guaranteed the remaining payments under each lease, which total $405 million through 2034. In connection with this agreement, NRG has committed to fund up to $350 million in capital expenditures for plant modifications at Powerton and Joliet to comply with environmental regulations.

19

                                                                                                                        


The acquisition was recorded as a business combination under ASC 805, with identifiable assets acquired and liabilities assumed provisionally recorded at their estimated fair values on the acquisition date. The accounting for the EME acquisition was completed as of March 31, 2015, at which point the fair values became final. The following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of December 31, 2014, as well as adjustments made through March 31, 2015, when the allocation became final. Measurement period adjustments primarily reflect the tax impact of the acquisition date fair values and final estimates for asset retirement obligations.
The purchase price of $3.5 billion was allocated as follows:
 
Acquisition Date Fair Value at December 31, 2014
 
Measurement period adjustments
 
Revised Acquisition Date
 
(In millions)
Assets
 
 
 
 
 
Cash
$
1,422

 
$

 
$
1,422

Current assets
724

 
72

 
796

Property, plant and equipment
2,438

 
(3
)
 
2,435

Intangible assets
172

 

 
172

Goodwill
334

 
(56
)
 
278

Non-current assets
773

 

 
773

Total assets acquired
5,863

 
13

 
5,876

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Current and non-current liabilities
629

 
13

 
642

Out-of-market contracts and leases
159

 

 
159

Long-term debt
1,249

 

 
1,249

Total liabilities assumed
2,037

 
13

 
2,050

Less: noncontrolling interest
352

 

 
352

Net assets acquired
$
3,474

 
$

 
$
3,474


Note 4Fair Value of Financial Instruments
This footnote should be read in conjunction with the complete description under Note 4, Fair Value of Financial Instruments, to the Company's 2014 Form 10-K.
For cash and cash equivalents, funds deposited by counterparties, accounts and other receivables, accounts payable, restricted cash, and cash collateral paid and received in support of energy risk management activities, the carrying amount approximates fair value because of the short-term maturity of those instruments and are classified as Level 1 within the fair value hierarchy.
The estimated carrying amounts and fair values of NRG's recorded financial instruments not carried at fair market value are as follows:
 
As of September 30, 2015
 
As of December 31, 2014
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
 
(In millions)
Assets:
 
 
 
 
 
 
 
Notes receivable (a)
$
82

 
$
82

 
$
91

 
$
91

Liabilities:
 
 
 
 
 
 
 
Long-term debt, including current portion
$
20,041

 
$
19,163

 
$
20,366

 
$
20,361

(a) Includes the current portion of notes receivable which is recorded in prepayments and other current assets on the Company's consolidated balance sheets.
The fair value of the Company's publicly-traded long-term debt is based on quoted market prices and is classified as Level 2 within the fair value hierarchy. The fair value of debt securities, non-publicly-traded long-term debt and certain notes receivable of the Company are based on expected future cash flows discounted at market interest rates, or current interest rates for similar instruments with equivalent credit quality and are classified as Level 3 within the fair value hierarchy.

20

                                                                                                                        


Recurring Fair Value Measurements
Debt securities, equity securities, and trust fund investments, which are comprised of various U.S. debt and equity securities, and derivative assets and liabilities, are carried at fair market value.
The following tables present assets and liabilities measured and recorded at fair value on the Company's condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy:
 
As of September 30, 2015
 
Fair Value
(In millions)
Level 1
 
Level 2
 
Level 3
 
Total
Investment in available-for-sale securities (classified within other
    non-current assets):
 
 
 
 
 
 
 
Debt securities
$

 
$

 
$
18

 
$
18

Available-for-sale securities
15

 

 

 
15

Other (a)
14

 

 

 
14

Nuclear trust fund investments:
 
 
 
 
 
 
 
Cash and cash equivalents
4

 

 

 
4

U.S. government and federal agency obligations
58

 
2

 

 
60

Federal agency mortgage-backed securities

 
60

 

 
60

Commercial mortgage-backed securities

 
25

 

 
25

Corporate debt securities

 
83

 

 
83

Equity securities
269

 

 
49

 
318

Foreign government fixed income securities

 
1

 

 
1

Other trust fund investments:
 
 
 
 
 
 
 
U.S. government and federal agency obligations
1

 

 

 
1

Derivative assets:
 
 
 
 
 
 
 
Commodity contracts
720

 
1,161

 
221

 
2,102

Interest rate contracts

 

 

 

Total assets
$
1,081

 
$
1,332

 
$
288

 
$
2,701

Derivative liabilities:
 
 
 
 
 
 
 
Commodity contracts
$
815

 
$
866

 
$
188

 
$
1,869

Interest rate contracts

 
166

 

 
166

Total liabilities
$
815

 
$
1,032

 
$
188

 
$
2,035

(a) Consists primarily of mutual funds held in a Rabbi Trust for non-qualified deferred compensation plans for certain former employees.

21

                                                                                                                        


 
As of December 31, 2014
 
Fair Value
(In millions)
Level 1
 
Level 2
 
Level 3
 
Total
Investment in available-for-sale securities (classified within other
non-current assets):
 
 
 
 
 
 
 
Debt securities
$

 
$

 
$
18

 
$
18

Available-for-sale securities
30

 

 

 
30

Other (a)
21

 

 
11

 
32

Nuclear trust fund investments:
 
 
 
 
 
 
 
Cash and cash equivalents
14

 

 

 
14

U.S. government and federal agency obligations
44

 
3

 

 
47

Federal agency mortgage-backed securities

 
74

 

 
74

Commercial mortgage-backed securities

 
25

 

 
25

Corporate debt securities

 
78

 

 
78

Equity securities
292

 

 
52

 
344

Foreign government fixed income securities

 
3

 

 
3

Other trust fund investments:
 
 
 
 
 
 
 
U.S. government and federal agency obligations
1

 

 

 
1

Derivative assets:
 
 
 
 
 
 
 
Commodity contracts
1,078

 
1,515

 
309

 
2,902

Interest rate contracts

 
2

 

 
2

Equity contracts

 

 
1

 
1

Total assets
$
1,480

 
$
1,700

 
$
391

 
$
3,571

Derivative liabilities:
 
 
 
 
 
 
 
Commodity contracts
$
1,004

 
$
1,093

 
$
230

 
$
2,327

Interest rate contracts

 
165

 

 
165

Total liabilities
$
1,004

 
$
1,258

 
$
230

 
$
2,492

(a) Primarily consists of mutual funds held in rabbi trusts for non-qualified deferred compensation plans for certain former employees and a total return swap that does not meet the definition of a derivative.

22

                                                                                                                        


There were no transfers during the three and nine months ended September 30, 2015, and 2014 between Levels 1 and 2. The following tables reconcile, for the three and nine months ended September 30, 2015, and 2014, the beginning and ending balances for financial instruments that are recognized at fair value in the consolidated financial statements, at least annually, using significant unobservable inputs:
 
Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
 
Three months ended September 30, 2015
 
Nine months ended September 30, 2015
(In millions)
Debt Securities
 
Other
 
Trust Fund Investments
 
Derivatives(a)
 
Total
 
Debt Securities
 
Other
 
Trust Fund Investments
 
Derivatives(a)
 
Total
Beginning balance
$
18

 
$

 
$
55

 
$
49

 
$
122

 
$
18

 
$
11

 
$
52

 
$
80

 
$
161

Total gains/(losses) — realized/unrealized:
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 


Included in earnings

 

 

 
(17
)
 
(17
)
 

 
(11
)
 

 
(95
)
 
(106
)
Included in nuclear decommissioning obligation

 

 
(6
)
 

 
(6
)
 

 

 
(4
)
 

 
(4
)
Purchases

 

 

 
9

 
9

 

 

 
1

 
44

 
45

Transfers into Level 3 (b)

 

 

 
(10
)
 
(10
)
 

 

 

 
1

 
1

Transfers out of Level 3 (b)

 

 

 
2

 
2

 

 

 

 
3

 
3

Ending balance as of September 30, 2015
$
18

 
$

 
$
49

 
$
33

 
$
100

 
$
18

 
$

 
$
49

 
$
33

 
$
100

Losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of September 30, 2015
$

 
$

 
$

 
$
(9
)
 
$
(9
)
 
$

 
$

 
$

 
$
(37
)
 
$
(37
)
(a)
Consists of derivative assets and liabilities, net.
(b)
Transfers into/out of Level 3 are related to the availability of external broker quotes and are valued as of the end of the reporting period. All transfers in/out are with Level 2.

23

                                                                                                                        


 
Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
 
Three months ended September 30, 2014
 
Nine months ended September 30, 2014
(In millions)
Debt Securities
 
Other
 
Trust Fund Investments
 
Derivatives(a)
 
Total
 
Debt Securities
 
Other
 
Trust Fund Investments
 
Derivatives(a)
 
Total
Beginning balance
$
18

 
$
11

 
$
58

 
$
(12
)
 
$
75

 
$
16

 
$
10

 
$
56

 
$
13

 
$
95

Total gains/(losses) — realized/unrealized:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Included in earnings

 

 

 
(22
)
 
(22
)
 

 
1

 

 
(18
)
 
(17
)
Included in OCI

 

 

 

 

 
2

 

 

 

 
2

Included in nuclear decommissioning obligations

 

 
(4
)
 

 
(4
)
 

 

 
(3
)
 

 
(3
)
Purchases

 

 

 
63

 
63

 

 

 
1

 
(21
)
 
(20
)
Contracts acquired in Dominion and EME acquisition

 

 

 

 

 

 

 

 
39

 
39

Transfers into Level 3 (b)

 

 

 
(1
)
 
(1
)
 

 

 

 
17

 
17

Transfers out of Level 3 (b)

 

 

 
1

 
1

 

 

 

 
(1
)
 
(1
)
Ending balance as of September 30, 2014
$
18

 
$
11

 
$
54

 
$
29

 
$
112

 
$
18

 
$
11

 
$
54

 
$
29

 
$
112

Gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of September 30, 2014
$

 
$

 
$

 
$
5

 
$
5

 
$

 
$

 
$

 
$
26

 
$
26

(a)
Consists of derivative assets and liabilities, net.
(b)
Transfers into/out of Level 3 are related to the availability of external broker quotes and are valued as of the end of the reporting period. All transfers in/out are with Level 2.

Derivative Fair Value Measurements
A portion of NRG's contracts are exchange-traded contracts with readily available quoted market prices. A majority of NRG's contracts are non-exchange-traded contracts valued using prices provided by external sources, primarily price quotations available through brokers or over-the-counter and on-line exchanges. The remainder of the assets and liabilities represent contracts for which external sources or observable market quotes are not available for the whole term or for certain delivery months or the contracts are retail and load following power contracts. These contracts are valued using various valuation techniques including but not limited to internal models that apply fundamental analysis of the market and corroboration with similar markets. As of September 30, 2015, contracts valued with prices provided by models and other valuation techniques make up 11% of the total derivative assets and 9% of the total derivative liabilities.
NRG's significant positions classified as Level 3 include physical and financial power and physical coal executed in illiquid markets as well as financial transmission rights, or FTRs. The significant unobservable inputs used in developing fair value include illiquid power and coal location pricing which is derived as a basis to liquid locations. The basis spread is based on observable market data when available or derived from historic prices and forward market prices from similar observable markets when not available. For FTRs, NRG uses the most recent auction prices to derive the fair value.





24

                                                                                                                        


The following tables quantify the significant unobservable inputs used in developing the fair value of the Company's Level 3 positions as of September 30, 2015 and December 31, 2014:
 
Significant Unobservable Inputs
 
September 30, 2015
 
Fair Value
 
 
 
Input/Range
 
Assets
 
Liabilities
 
Valuation Technique
 
Significant Unobservable Input
 
Low
 
High
 
Weighted Average
 
(In millions)
Power Contracts
$
136

 
$
116

 
Discounted Cash Flow
 
Forward Market Price (per MWh)
 
$
9

 
$
78

 
$
34

Coal Contracts

 
9

 
Discounted Cash Flow
 
Forward Market Price (per ton)
 
46

 
49

 
47

FTRs
85

 
63

 
Discounted Cash Flow
 
Auction Prices (per MWh)
 
(93
)
 
64

 

 
$
221

 
$
188

 
 
 
 
 
 
 
 
 
 
 
Significant Unobservable Inputs
 
December 31, 2014
 
Fair Value
 
 
 
Input/Range
 
Assets
 
Liabilities
 
Valuation Technique
 
Significant Unobservable Input
 
Low
 
High
 
Weighted Average
 
(In millions)
Power Contracts
$
195

 
$
154

 
Discounted Cash Flow
 
Forward Market Price (per MWh)
 
$
15

 
$
92

 
$
47

Coal Contracts
3

 
1

 
Discounted Cash Flow
 
Forward Market Price (per ton)
 
53

 
56

 
54

FTRs
111

 
75

 
Discounted Cash Flow
 
Auction Prices (per MWh)
 
(29
)
 
30

 

 
$
309

 
$
230

 
 
 
 
 
 
 
 
 
 
The following table provides sensitivity of fair value measurements to increases/(decreases) in significant unobservable inputs as of September 30, 2015 and December 31, 2014:
Significant Unobservable Input
 
Position
 
Change In Input
 
Impact on Fair Value Measurement
Forward Market Price Power/Coal
 
Buy
 
Increase/(Decrease)
 
Higher/(Lower)
Forward Market Price Power/Coal
 
Sell
 
Increase/(Decrease)
 
Lower/(Higher)
FTR Prices
 
Buy
 
Increase/(Decrease)
 
Higher/(Lower)
FTR Prices
 
Sell
 
Increase/(Decrease)
 
Lower/(Higher)
The fair value of each contract is discounted using a risk-free interest rate. In addition, the Company applies a credit reserve to reflect credit risk, which is calculated based on published default probabilities. As of September 30, 2015, the credit reserve resulted in a $7 million increase in fair value, which is composed of a $4 million gain in OCI and a $3 million gain in operating revenue and cost of operations. As of September 30, 2014, the credit reserve resulted in a $1 million increase in fair value, which is a gain in OCI.
Concentration of Credit Risk
In addition to the credit risk discussion as disclosed in Note 2, Summary of Significant Accounting Policies, to the Company's 2014 Form 10-K, the following is a discussion of the concentration of credit risk for the Company's contractual obligations. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. NRG is exposed to counterparty credit risk through various activities including wholesale sales, fuel purchases and retail supply arrangements, and retail customer credit risk through its retail load activities.

25

                                                                                                                        


Counterparty Credit Risk
The Company's counterparty credit risk policies are disclosed in its 2014 Form 10-K. As of September 30, 2015, counterparty credit exposure, excluding credit risk exposure under certain long term agreements, was $942 million and NRG held collateral (cash and letters of credit) against those positions of $111 million, resulting in a net exposure of $800 million. Approximately 81% of the Company's exposure before collateral is expected to roll off by the end of 2016. Counterparty credit exposure is valued through observable market quotes and discounted at a risk free interest rate. The following tables highlight net counterparty credit exposure by industry sector and by counterparty credit quality. Net counterparty credit exposure is defined as the aggregate net asset position for NRG with counterparties where netting is permitted under the enabling agreement and includes all cash flow, mark-to-market and NPNS, and non-derivative transactions. The exposure is shown net of collateral held, and includes amounts net of receivables or payables.
 
Net Exposure (a)
Category
(% of Total)
Financial institutions
44
%
Utilities, energy merchants, marketers and other
32

ISOs
24

Total as of September 30, 2015
100
%
 
Net Exposure (a)
Category
(% of Total)
Investment grade
99
%
Non-rated (b)
1

Total as of September 30, 2015
100
%
(a)
Counterparty credit exposure excludes uranium and coal transportation contracts because of the unavailability of market prices.
(b)
For non-rated counterparties, a significant portion are related to ISO and municipal public power entities, which are considered investment grade equivalent ratings based on NRG's internal credit ratings.
NRG has counterparty credit risk exposure to certain counterparties, each of which represent more than 10% of total net exposure discussed above. The aggregate of such counterparties' exposure was $279 million as of September 30, 2015. Changes in hedge positions and market prices will affect credit exposure and counterparty concentration. Given the credit quality, diversification and term of the exposure in the portfolio, NRG does not anticipate a material impact on the Company's financial position or results of operations from nonperformance by any of NRG's counterparties.
Counterparty credit exposure described above excludes credit risk exposure under certain long term agreements, including California tolling agreements, Gulf Coast load obligations, wind and solar PPAs, and a coal supply agreement. As external sources or observable market quotes are not available to estimate such exposure, the Company estimates its credit exposure for these contracts based on various techniques including, but not limited to, internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. Based on these valuation techniques, as of September 30, 2015, aggregate credit risk exposure managed by NRG to these counterparties was approximately $4.2 billion, including $2.9 billion related to assets of NRG Yield, Inc., for the next five years. This amount excludes potential credit exposures for projects with long-term PPAs that have not reached commercial operations. The majority of these power contracts are with utilities or public power entities with strong credit quality and public utility commission or other regulatory support. However, such regulated utility counterparties can be impacted by changes in government regulations and other technology and market factors, which NRG is unable to predict. In the case of the coal supply agreement, NRG holds a lien against the underlying asset, which significantly reduces the risk of loss.
Retail Customer Credit Risk
NRG is exposed to retail credit risk through the Company's retail electricity providers, which serve commercial, industrial and governmental/institutional customers and the Mass market. Retail credit risk results when a customer fails to pay for products or services rendered. The losses may result from both nonpayment of customer accounts receivable and the loss of in-the-money forward value. NRG manages retail credit risk through the use of established credit policies that include monitoring of the portfolio, and the use of credit mitigation measures such as deposits or prepayment arrangements.
As of September 30, 2015, the Company believes its retail customer credit exposure was diversified across many customers and various industries, as well as government entities.


26

                                                                                                                        


Note 5Nuclear Decommissioning Trust Fund
This footnote should be read in conjunction with the complete description under Note 6, Nuclear Decommissioning Trust Fund, to the Company's 2014 Form 10-K.
NRG's Nuclear Decommissioning Trust Fund assets are comprised of securities classified as available-for-sale and recorded at fair value based on actively quoted market prices. NRG accounts for the Nuclear Decommissioning Trust Fund in accordance with ASC 980, Regulated Operations, because the Company's nuclear decommissioning activities are subject to approval by the PUCT with regulated rates that are designed to recover all decommissioning costs and that can be charged to and collected from the ratepayers per PUCT mandate. Since the Company is in compliance with PUCT rules and regulations regarding decommissioning trusts and the cost of decommissioning is the responsibility of the Texas ratepayers, not NRG, all realized and unrealized gains or losses (including other-than-temporary impairments) related to the Nuclear Decommissioning Trust Fund are recorded to nuclear decommissioning trust liability and are not included in net income or accumulated OCI, consistent with regulatory treatment.
The following table summarizes the aggregate fair values and unrealized gains and losses (including other-than-temporary impairments) for the securities held in the trust funds, as well as information about the contractual maturities of those securities.
 
As of September 30, 2015
 
As of December 31, 2014
(In millions, except otherwise noted)
Fair Value
 
Unrealized Gains
 
Unrealized Losses
 
Weighted-average Maturities (In years)
 
Fair Value
 
Unrealized Gains
 
Unrealized Losses
 
Weighted-average Maturities (In years)
Cash and cash equivalents
$
4

 
$

 
$

 

 
$
14

 
$

 
$

 

U.S. government and federal agency obligations
60

 
2

 

 
10

 
47

 
2

 

 
11

Federal agency mortgage-backed securities
60

 
1

 

 
25

 
74

 
2

 

 
25

Commercial mortgage-backed securities
25

 

 
1

 
28

 
25

 

 
1

 
30

Corporate debt securities
83

 
1

 
1

 
10

 
78

 
2

 
1

 
11

Equity securities
318

 
185

 

 

 
344