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8-K - 8-K - NRG ENERGY, INC.a14-7045_18k.htm

Exhibit 99.1

 

 

NRG Energy, Inc. Reports Full-Year and Fourth Quarter Results; Exceeds 2013 Guidance, Announces Dividend Increase and Reaffirms 2014 Guidance

 

Full-Year 2013 Financial Highlights

 

·                  $2,636 million of Adjusted EBITDA; including $1,778 million delivered by NRG’s wholesale business, $614 million delivered by NRG retail business and $244 million delivered by NRG Yield;

 

·                  $1,282 million of Free Cash Flow (FCF) before Growth investments for the full-year of 2013 and $386 million in the fourth quarter;

 

·                  $3,695 million of total liquidity as of December 31, 2013

 

2014 Guidance(1)

 

 

·                  Reaffirming 2014 Guidance as follows:

 

·                  Adjusted EBITDA of $2,700-$2,900 million

 

·                  FCF before Growth investments of $950-$1,150 million

 

Business and Operational Highlights

 

·                  Successful integration of GenOn resulting in $484 million in Free Cash Flow before Growth benefits, an increase of $184 million from the original announcement;

 

·                  Completed the IPO of NRG Yield, receiving net proceeds of approximately $462 million from the offering;

 

·                  Achieved commercial operations of over 2 GW of solar and conventional generation projects, driving over $500 million of projected annualized Adjusted EBITDA;

 

·                  Retail customer count increased by about 65,000 during 2013;

 

·                  Acquired Energy Curtailment Specialists (ECS), one of the largest demand response providers in North America;

 

·                  Acquired the 388 MW, 160 MWt Gregory cogeneration plant in Texas

 

Capital Allocation

 

·                  Increasing annual common stock dividend by additional 17% from $0.48 to $0.56 per share, a total increase of 56% from the initial $0.36 per share in 2012; and

 

·                  Agreed to acquire substantially all of Edison Mission Energy’s (EME) assets for $2,635 million, including $1,063 million of acquired cash — funded with $800 million of cash on hand and $700 million from recently issued 2022 Senior Notes

 

PRINCETON, NJ; February 28, 2014 — NRG Energy, Inc. (NYSE: NRG) today reported 2013 full-year Adjusted EBITDA of $2,636 million with Wholesale contributing $1,778 million, Retail contributing $614 million and NRG Yield contributing $244 million. Full-year adjusted cash flow from operations totaled $1,725 million. Net loss for 2013 was ($386) million, or ($1.22) per diluted common share compared to net income of $295 million, or $1.22 per diluted common share for 2012, driven by fourth quarter 2013 impairment losses totaling $558 million primarily

 


(1)  Guidance for NRG Standalone, excluding any impact from pending EME transaction

 



 

from the Indian River facility and Gladstone investment versus fourth quarter 2012 bargain purchase gain of $296 million related to the GenOn acquisition.

 

Fourth quarter Adjusted EBITDA was $669 million and adjusted cash flow from operations was $550 million. Wholesale contributed $412 million of fourth quarter Adjusted EBITDA, Retail contributed $191 million and NRG Yield contributed $66 million. Net loss for the fourth quarter of 2013 totaled ($290) million, or ($0.90) per diluted common share, compared to a 2012 net income of $252 million or $1.02 per diluted common share, driven by the fourth quarter 2013 impairment losses and fourth quarter 2012 bargain purchase gain referenced in the previous paragraph.

 

Full-year 2013 FCF was $1,282 million, exceeding guidance by $107 million, driven by the strong fourth quarter results and reduced capital expenditures as NRG continued to execute on operational improvements.

 

“The core commodity-side of our business demonstrated remarkable strength in the fourth quarter which has continued into 2014, giving us a running start on a good year,” said David Crane, NRG President and Chief Executive Officer. “We have strong momentum in all three segments of our business: Wholesale, retail and clean energy.”

 

NRG had another year of strong safety and operating performance in 2013. The OSHA recordable rate of 0.77 was significantly better than top quartile performance and the coal generation fleet performed particularly well during peak price periods.  In addition, significant operational synergies were realized from the successful integration of 22 GW of generation from the GenOn transaction.

 

Segment Results

 

Table 1: Adjusted EBITDA

 

($ in millions)

 

Three Months Ended

 

Twelve Months Ended

 

Segment

 

12/31/13

 

12/31/12(2)

 

12/31/13

 

12/31/12(2)

 

Retail

 

191

 

152

 

614

 

656

 

Wholesale

 

 

 

 

 

 

 

 

 

Gulf Coast

 

 

 

 

 

 

 

 

 

-  Texas

 

91

 

190

 

502

 

880

 

-  South Central

 

 

18

 

43

 

101

 

East

 

264

 

31

 

1,004

 

102

 

West

 

49

 

19

 

167

 

88

 

Other

 

10

 

5

 

28

 

43

 

NRG Yield

 

66

 

22

 

244

 

101

 

Alternative Energy

 

16

 

16

 

91

 

47

 

Corporate

 

(18

)

(17

)

(57

)

(33

)

Adjusted EBITDA(1)

 

669

 

436

 

2,636

 

1,985

 

 


(1)         Detailed adjustments by region are shown in Appendix A

(2)         Revised to reflect new EBITDA methodology

 

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Table 2: Net Income/(Loss)

 

($ in millions)

 

Three Months Ended

 

Twelve Months Ended

 

Segment

 

12/31/13(1)

 

12/31/12(2)

 

12/31/13(1)

 

12/31/12(2)

 

Retail

 

331

 

37

 

562

 

541

 

Wholesale

 

 

 

 

 

 

 

 

 

Gulf Coast

 

 

 

 

 

 

 

 

 

-  Texas

 

(191

)

108

 

(177

)

(94

)

-  South Central

 

(4

)

2

 

13

 

2

 

East

 

(355

)

(24

)

(139

)

(55

)

West

 

16

 

17

 

78

 

59

 

Other

 

(58

)

3

 

(56

)

21

 

NRG Yield

 

20

 

5

 

96

 

13

 

Alternative Energy

 

(33

)

(12

)

(108

)

(57

)

Corporate

 

(16

)

116

 

(655

)

(135

)

Net Income/(Loss)

 

(290

)

252

 

(386

)

295

 

 


(1)         Results include $558 million in impairment losses

(2)         Results include $296 million bargain purchase gain related to GenOn Merger

 

Retail: Full-Year 2013 Adjusted EBITDA was $614 million; $42 million lower than in 2012. Declining C&I sales and margin together with unseasonably mild weather in the second quarter were the primary drivers for lower Adjusted EBITDA. This was partially offset by higher volumes in the fourth quarter from colder than normal weather, continued growth in customer count and improved operating efficiencies.

 

Fourth quarter Adjusted EBITDA was $191 million; $39 million higher than the fourth quarter 2012. Favorable weather in November and December contributed to higher Adjusted EBITDA.  Retail also experienced continued customer growth and improved operating costs.

 

Wholesale:

 

Gulf Coast - Texas: Full-year 2013 Adjusted EBITDA was $502 million; $378 million lower than in 2012. Gross Margin declined by $392 million, driven by lower realized energy prices and higher fuel costs partially offset by higher sales volumes.  This year-over-year decrease in realized energy margin was largely attributable to a combination of lower economic hedges and wholesale prices. This reduction was partially offset by the acquisition of the Gregory Cogeneration facility (Gregory) in August 2013, increased revenue from bilateral agreements, improved fleet availability and decreases in operation and maintenance costs.

 

Fourth quarter Adjusted EBITDA was $91 million; $99 million lower than the fourth quarter 2012 despite an 11% increase in MWh generated. Higher fuel costs and lower hedged energy prices reduced gross margin by $96 million. This reduction was partially offset by the acquisition of Gregory, increased revenue from bilateral agreements and lower property taxes.

 

Gulf Coast - South Central: Full-year 2013 Adjusted EBITDA was $43 million; $58 million lower than in 2012. The unfavorable results were driven by a $51 million decline in gross margin due in part to lower sales volumes of 5% as improved contract sales volumes of 3% were more than offset by lower merchant sales activity of 15%. South Central entered into the MISO market on December 19, 2013.

 

Fourth quarter Adjusted EBITDA was $18 million lower than the fourth quarter of 2012. Gross margin was lower by $10 million despite a 13% increase in overall sales volumes as the increase was more than offset by a 31% decline in realized margins.

 

East: Full-year 2013 Adjusted EBITDA was $1,004 million; $902 million higher than in 2012 driven by the addition of assets from the GenOn transaction which contributed $781 million. The balance of the improvement in Adjusted EBITDA was driven by the Dunkirk reliability support services agreement and an increase in New York and PJM capacity prices.

 

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Fourth quarter Adjusted EBITDA was $264 million; $233 million higher than the fourth quarter 2012 driven by the addition of assets from the GenOn transaction, a 34% increase in generation at the coal plants, the Dunkirk reliability support services agreement and an increase in New York and PJM capacity prices.

 

West: Full-year 2013 Adjusted EBITDA was $167 million; $79 million higher than in 2012 driven by the addition of assets from the GenOn transaction which contributed $92 million. Meanwhile, the region benefited from five months of contribution from the successful development of the El Segundo Energy Center, which achieved commercial operations in August 2013. However, this benefit was offset by increased costs related to California emission programs and a 50% decline in generation as the region was impacted by milder weather and increase in supply from new renewable and thermal generation.

 

Fourth quarter Adjusted EBITDA was $49 million; $30 million higher than the fourth quarter of 2012. This was driven by the addition of assets from the GenOn transaction, contributing $19 million, with the remainder driven by contributions from new and existing NRG assets including capacity revenues from the new El Segundo Energy Center.

 

NRG Yield: Full-year 2013 Adjusted EBITDA was $244 million; $143 million higher than in 2012. The performance was the result of new assets that achieved commercial operations.

 

Fourth quarter Adjusted EBITDA was $66 million; $44 million higher than the fourth quarter 2012. The performance was the result of new assets that achieved commercial operations.

 

Alternative Energy: Full-year 2013 Adjusted EBITDA was $91 million; $44 million higher than in 2012. Solar gross margin was $195 million, a $96 million increase from the prior year driven by the addition of new phases to the Company’s Agua Caliente and CVSR facilities as well as the acquisition of the High Desert and Kansas South projects. The improved margin was partially offset by NRGs costs relating to continued development efforts for solar and new business.

 

Fourth quarter Adjusted EBITDA was $16 million; no change from the fourth quarter of 2012.  Solar gross margin was $43 million, a $19 million increase from the prior year driven by the addition of new phases to the Company’s Agua Caliente and CVSR facilities as well as the acquisition of the High Desert and Kansas South projects. The improved margin was offset by NRGs costs relating to continued development efforts for solar and new businesses.

 

Liquidity and Capital Resources

 

Table 3: Corporate Liquidity

 

($ in millions)

 

12/31/13

 

9/30/13

 

12/31/12

 

Cash and Cash Equivalents

 

2,254

 

2,129

 

2,087

 

Restricted cash

 

268

 

307

 

217

 

Total

 

2,522

 

2,436

 

2,304

 

Total Credit Facility Availability

 

1,173

 

1,235

 

1,058

 

Total Liquidity

 

3,695

 

3,671

 

3,362

 

 

Total liquidity as of December 31, 2013 was $3,695 million, an increase of $333 million from December 31, 2012. The increase includes $115 million in total credit facility availability and $218 million in cash consisting of the following items:

 

·                  $2,187 million of cash inflows through December 2013, consisting of the following items:

 

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·                  $1,725 million of adjusted cash flow from operations; and

 

·                  $462 million of proceeds from NRG Yield IPO; and

 

·                  Partially offset by $1,969 million of cash outflows through December 2013, consisting of the following items:

 

·                  $494 million for acquisitions, net of cash acquired;

 

·                  $485 million net debt payments consisting of $775 million repurchase of Senior Notes and $160 million repayments of debt; partially offset by $450 million in proceeds from the Term Loan B issuance;

 

·                  $429 million of maintenance and environmental capital expenditures, net;

 

·                  $179 million return to shareholders consisting of $154 million of common and preferred stock dividends and $25 million share repurchases;

 

·                  $173 million of merger and integration expenses;

 

·                  $143 million of solar and conventional growth investments (excluding solar acquisitions and cash grant debt repayments), net of debt proceeds, third party funding and cash grant proceeds net of debt repayments;

 

·                  $66 million of other investing and financing, net

 

Growth Initiatives and Strategic Developments

 

NRG continued to enhance its competitiveness and strategic positioning through a wide range of growth initiatives, including:

 

Acquisition of Edison Mission Energy

 

On October 18, 2013, the Company entered into an agreement with EME, certain of its owners and other stakeholders to acquire substantially all of EME’s assets for $2,635 million, including $1,063 million of cash on hand. Upon closing, this transaction would add approximately 8,000 MW of generation assets, including 1,600 MW of long-term, fully-contracted assets eligible for future drop-down to NRG Yield. The transaction is subject to approvals and, assuming all conditions are met, the transaction is expected to close in the first quarter of 2014.

 

IPO of NRG Yield

 

On July 22, 2013, the Company successfully completed the IPO of NRG Yield creating a best-in-class total return investment vehicle and providing a key source of equity capital to fuel the continued success of NRG’s growing platform of contracted generation. NRG received proceeds of approximately $462 million from the offering enhancing capital for allocation.

 

Conventional

 

·                  Marsh Landing — On May 1, 2013, the Company achieved commercial operations at its Marsh Landing Generating station, a 720 MW fast-start, gas-fired peaking facility near Antioch, California. The facility is contracted with Pacific Gas and Electric Co. (PG&E) under a 10-year PPA.

 

·                  El Segundo — On August 1, 2013, the Company achieved commercial operations at its El Segundo Energy Center, a 550 MW fast-start, gas-fired combined cycle generating facility in El Segundo, California. The facility is contracted with Southern California Edison (SCE) under a 10-year PPA.

 

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·                  Gregory - On August 7, 2013, the Company closed on the acquisition of the 388 MW, 160 MWt Gregory Cogeneration plant in Corpus Christi, Texas, for $244 million (after working capital adjustments), expanding its growing cogeneration fleet as it provides NRG with additional cost-effective baseload power in ERCOT. This acquisition was funded by $120 million of Term Loan proceeds and NRG equity.

 

Solar

 

·                  Agua Caliente — As of December 31, 2013, achieved commercial operations of 290 MW of generation capacity of Agua Caliente, making it the largest operating solar PV project in the world. Construction is several months ahead of schedule and is currently expected to reach full completion in early 2014. Power generated by Agua Caliente is being sold under a 25-year PPA to PG&E. NRG owns a 51% interest in the project.

 

·                  CVSR — On October 31, 2013, achieved full and on-time commercial operations of the 250 MW CVSR project. Power from this project is being sold to PG&E under 25-year PPAs.

 

·                  Ivanpah On December 31, 2013, achieved commercial operations of the 378 MW Ivanpah project, now the world’s largest solar thermal power project, generating enough electricity to power 140,000 California homes. Power from Units 1 and 3 is being sold to PG&E via two 25-year PPAs, and power from Unit 2 is being sold to SCE under a 20-year PPA.

 

Outlook for 2014

 

NRG is reaffirming its Adjusted EBITDA and FCF before Growth investments guidance for 2014.

 

Table 4: 2014 Adjusted EBITDA and FCF before Growth investments Guidance(1)

 

 

 

2/28/2014

 

($ in millions)

 

2014

 

Adjusted EBITDA

 

2,700 - 2,900

 

Interest payments(2)

 

(950

)

Income tax

 

(40

)

Working capital/other changes

 

(105

)

Adjusted Cash flow from operations

 

1,605 - 1,805

 

Maintenance capital expenditures, net

 

(335)-(355

)

Environmental capital expenditures, net

 

(230)-(250

)

Preferred dividends

 

(9

)

Distributions to non-controlling interests

 

(60

)

Free cash flow - before Growth investments

 

950 - 1,150

 

 

Notes - subtotals and totals are rounded

 


(1) Guidance for NRG standalone, excluding any impact from pending EME transaction

(2) Excludes interest payments from $700 million of debt proceeds to be used to acquire EME

 

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2014 Capital Allocation Program

 

The Company hereby announces an increase in its annual common stock dividend by an additional 17% from $0.48 to $0.56 per share, a total increase of 56% from $0.36 per share in 2012, beginning with next scheduled payment.

 

On January 27, 2014, NRG closed an offering of $1,100 million of Senior Notes due 2022. The notes are senior unsecured obligations of NRG and are guaranteed by certain of its subsidiaries. On February 10, 2014, NRG tendered offer to repurchase $400 million Senior Notes due in 2019 and intends to use the proceeds from the rest of offering to fund the Edison Mission Energy (“EME”) acquisition. If the EME acquisition is not closed, NRG intends to use the proceeds from the offering to repay existing debts and to pay related fees and expenses. All remaining amounts, if any, will be used for general corporate purposes.

 

The Company’s common stock dividend and debt reduction are subject to available capital, market conditions and compliance with associated laws and regulations.

 

Drop-Down of Assets to NRG Yield:

 

In the first quarter of 2014, NRG Energy, Inc. has commenced discussion with NRG Yield, Inc. on the following NRG ROFO Assets:

 

·                  TA High Desert — 20 MW solar facility located in LA County, CA

·                  RE Kansas South — 20 MW solar facility located in Kings County, CA

·                  El Segundo Energy Center — 550 MW fast-start, gas-fired facility located in LA County, CA

 

The cash proceeds from these drop-downs would increase NRG’s capital available for allocation.

 

On February 11, 2014, NRG Yield announced an offering of $300 million, 3.5% convertible Senior Notes due 2019. NRG Yield intends to use the proceeds for working capital and general corporate purposes, including the acquisition of assets from NRG or other third parties. In addition, the underwriters exercised their greenshoe option to purchase an additional $45 million in aggregate principal amount of the NRG Yield Senior Notes. NRG Yield, Inc. expects to receive the related proceeds in early March.

 

Earnings Conference Call

 

On February 28, 2014, NRG will host a conference call at 9:00 am Eastern to discuss these results. Investors, the news media and others may access the live webcast of the conference call and accompanying presentation materials by logging on to NRG’s website at http://www.nrgenergy.com and clicking on “Investors.” The webcast will be archived on the site for those unable to listen in real time.

 

Additional Information

 

NRG has filed a registration statement (including a prospectus) with the SEC for the offering of NRG common stock to which this communication relates. The NRG common stock may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of NRG common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. You should read the prospectus in that registration statement and other documents NRG has filed with the SEC for more complete information about NRG and

 

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this offering before making any investment decision. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company will arrange to send you the prospectus if you request it by calling 609-524-4500 or emailing investor.relations@nrgenergy.com.

 

About NRG

 

NRG is leading a customer-driven change in the U.S. energy industry by delivering cleaner and smarter energy choices, while building on the strength of the nation’s largest and most diverse competitive power portfolio. A Fortune 500 company, we create value through reliable and efficient conventional generation while driving innovation in solar and renewable power, electric vehicle ecosystems, carbon capture technology and customer-centric energy solutions. Our retail electricity providers — Reliant, Green Mountain Energy, Energy Plus and NRG Residential Solutions — serve more than 2 million residential and commercial customers throughout the country. More information is available at www.nrgenergy.com. Connect with NRG Energy on Facebook and follow us on Twitter @nrgenergy.

 

Safe Harbor Disclosure

 

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the Company’s future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions.

 

Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, general economic conditions, hazards customary in the power industry, weather conditions, competition in wholesale power markets, the volatility of energy and fuel prices, failure of customers to perform under contracts, changes in the wholesale power markets, changes in government regulation of markets and of environmental emissions, the condition of capital markets generally, our ability to access capital markets, unanticipated outages at our generation facilities, adverse results in current and future litigation, failure to identify or successfully implement acquisitions and repowerings, our ability to implement value enhancing improvements to plant operations and companywide processes, our ability to obtain federal loan guarantees, the inability to maintain or create successful partnering relationships, our ability to operate our businesses efficiently including NRG Yield, our ability to retain retail customers, our ability to realize value through our commercial operations strategy and the creation of NRG Yield, the ability to successfully integrate acquired businesses, the ability to realize anticipated benefits of these transactions (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, our ability to close the proposed EME transaction and share repurchase under the Capital Allocation Plan may be made from time to time subject to market conditions and other factors, including as permitted by United States securities laws. Furthermore, any common stock dividend is subject to available capital and market conditions.

 

NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Adjusted EBITDA guidance and free cash flows are estimates as of today’s date, February 28, 2014 and are based on assumptions believed to be reasonable as of this date. NRG expressly disclaims any current intention to update such guidance. The foregoing review of factors that could cause NRG’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect NRG’s future results included in NRG’s filings with the Securities and Exchange Commission at www.sec.gov. In addition, NRG makes available free of charge at www.nrgenergy.com (in the “Investors” section), copies of materials it files with, or furnish to, the SEC.

 

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Contacts:

 

Media:

Investors:

 

 

Karen Cleeve

Chad Plotkin

609.524.4608

609.524.4526

 

 

Dave Knox

Daniel Keyes

832.357.5730

609.524.4527

 

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NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

For the Year Ended December 31,

 

(In millions, except per share amounts)

 

2013

 

2012

 

2011

 

Operating Revenues

 

 

 

 

 

 

 

Total operating revenues

 

$

11,295

 

$

8,422

 

$

9,079

 

Operating Costs and Expenses

 

 

 

 

 

 

 

Cost of operations

 

8,121

 

6,140

 

6,745

 

Depreciation and amortization

 

1,256

 

950

 

896

 

Impairment losses

 

459

 

 

160

 

Selling, general and administrative

 

904

 

807

 

586

 

Acquisition-related transaction and integration costs

 

128

 

107

 

 

Development activity expenses

 

84

 

68

 

57

 

Total operating costs and expenses

 

10,952

 

8,072

 

8,444

 

Operating Income

 

343

 

350

 

635

 

Other Income/(Expense)

 

 

 

 

 

 

 

Equity in earnings of unconsolidated affiliates

 

7

 

37

 

35

 

Bargain purchase gain related to GenOn acquisition

 

 

296

 

 

Impairment losses on investments

 

(99

)

(2

)

(495

)

Other income, net

 

13

 

19

 

19

 

Loss on debt extinguishment

 

(50

)

(51

)

(175

)

Interest expense

 

(848

)

(661

)

(665

)

Total other expense

 

(977

)

(362

)

(1,281

)

Loss Before Income Taxes

 

(634

)

(12

)

(646

)

Income tax benefit

 

(282

)

(327

)

(843

)

Net (Loss)/Income

 

(352

)

315

 

197

 

Less: Net income attributable to noncontrolling interest

 

34

 

20

 

 

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

 

(386

)

295

 

197

 

Dividends for preferred shares

 

9

 

9

 

9

 

(Loss)/Income Available for Common Stockholders

 

$

(395

)

$

286

 

$

188

 

(Loss)/Earnings Per Share Attributable to NRG Energy, Inc. Common Stockholders

 

 

 

 

 

 

 

Weighted average number of common shares outstanding — basic

 

323

 

232

 

240

 

Net (Loss)/Income per Weighted Average Common Share — Basic

 

$

(1.22

)

$

1.23

 

$

0.78

 

Weighted average number of common shares outstanding — diluted

 

323

 

234

 

241

 

Net (Loss)/Income per Weighted Average Common Share — Diluted

 

$

(1.22

)

$

1.22

 

$

0.78

 

Dividends Per Common Share

 

$

0.45

 

$

0.18

 

$

 

 

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NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/(LOSS)

(Unaudited)

 

 

 

For the Year Ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

(In millions)

 

Net (Loss)/Income

 

$

(352

)

$

315

 

$

197

 

Other Comprehensive Income/(Loss), net of tax

 

 

 

 

 

 

 

Unrealized gain/(loss) on derivatives, net of income tax benefit of $6, $94, and $181

 

8

 

(163

)

(309

)

Foreign currency translation adjustments, net of income tax benefit of $14, $1, and $1

 

(24

)

(1

)

(2

)

Reclassification adjustment for translation gain realized upon sale of Schkopau, net of income tax benefit of $0, $6, and $0

 

 

(11

)

 

Available-for-sale securities, net of income tax expense of $2, $1, and $0

 

3

 

3

 

(1

)

Defined benefit plan, net of income tax (expense)/benefit of $(100), $21, and $27

 

168

 

(52

)

(46

)

Other comprehensive income/(loss)

 

155

 

(224

)

(358

)

Comprehensive (Loss)/Income

 

(197

)

91

 

(161

)

Less: Comprehensive income attributable to noncontrolling interest

 

34

 

20

 

 

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

 

(231

)

71

 

(161

)

Dividends for preferred shares

 

9

 

9

 

9

 

Comprehensive (Loss)/Income Available for Common Stockholders

 

$

(240

)

$

62

 

$

(170

)

 

11



 

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

As of December 31,

 

 

 

2013

 

2012

 

 

 

(In millions)

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

2,254

 

$

2,087

 

Funds deposited by counterparties

 

63

 

271

 

Restricted cash

 

268

 

217

 

Accounts receivable — trade, less allowance for doubtful accounts of $40 and $32

 

1,214

 

1,061

 

Inventory

 

898

 

903

 

Derivative instruments

 

1,328

 

2,644

 

Cash collateral paid in support of energy risk management activities

 

276

 

229

 

Deferred income taxes

 

258

 

56

 

Renewable energy grant receivable

 

539

 

58

 

Prepayments and other current assets

 

498

 

446

 

Total current assets

 

7,596

 

7,972

 

Property, Plant and Equipment

 

 

 

 

 

In service

 

23,649

 

21,133

 

Under construction

 

2,775

 

4,428

 

Total property, plant and equipment

 

26,424

 

25,561

 

Less accumulated depreciation

 

(6,573

)

(5,408

)

Net property, plant and equipment

 

19,851

 

20,153

 

Other Assets

 

 

 

 

 

Equity investments in affiliates

 

453

 

676

 

Notes receivable, less current portion

 

73

 

79

 

Goodwill

 

1,985

 

1,956

 

Intangible assets, net of accumulated amortization of $1,977 and $1,706

 

1,140

 

1,210

 

Nuclear decommissioning trust fund

 

551

 

473

 

Derivative instruments

 

311

 

662

 

Deferred income taxes

 

1,202

 

1,203

 

Other non-current assets

 

740

 

599

 

Total other assets

 

6,455

 

6,858

 

Total Assets

 

$

33,902

 

$

34,983

 

 

12



 

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

As of December 31,

 

 

 

2013

 

2012

 

 

 

(In millions, except share data)

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Current portion of long-term debt and capital leases

 

$

1,050

 

$

147

 

Accounts payable

 

1,038

 

1,172

 

Derivative instruments

 

1,055

 

1,981

 

Cash collateral received in support of energy risk management activities

 

63

 

271

 

Accrued interest expense

 

185

 

191

 

Other accrued expenses

 

480

 

539

 

Other current liabilities

 

333

 

369

 

Total current liabilities

 

4,204

 

4,670

 

Other Liabilities

 

 

 

 

 

Long-term debt and capital leases

 

15,767

 

15,736

 

Nuclear decommissioning reserve

 

294

 

354

 

Nuclear decommissioning trust liability

 

324

 

273

 

Postretirement and other benefit obligations

 

506

 

803

 

Deferred income taxes

 

22

 

55

 

Derivative instruments

 

195

 

500

 

Out-of-market contracts

 

1,177

 

1,278

 

Other non-current liabilities

 

695

 

796

 

Total non-current liabilities

 

18,980

 

19,795

 

Total Liabilities

 

23,184

 

24,465

 

3.625% convertible perpetual preferred stock; $0.01 par value; 250,000 shares issued and outstanding (at liquidation value of $250, net of issuance costs)

 

249

 

249

 

Commitments and Contingencies

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

Common stock; $0.01 par value; 500,000,000 shares authorized; 401,126,780 and 399,112,616 shares issued and 323,779,252 and 322,606,898 shares outstanding at December 31, 2013 and 2012

 

4

 

4

 

Additional paid-in capital

 

7,840

 

7,587

 

Retained earnings

 

3,695

 

4,230

 

Less treasury stock, at cost; 77,347,528 and 76,505,718 shares at December 31, 2013 and 2012

 

(1,942

)

(1,920

)

Accumulated other comprehensive income/(loss)

 

5

 

(150

)

Noncontrolling interest

 

867

 

518

 

Total Stockholders’ Equity

 

10,469

 

10,269

 

Total Liabilities and Stockholders’ Equity

 

$

33,902

 

$

34,983

 

 

13



 

NRG ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the Year Ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

(In millions)

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net (loss)/income

 

$

(352

)

$

315

 

$

197

 

Adjustments to reconcile net (loss)/income to net cash provided by operating activities:

 

 

 

 

 

 

 

Distributions and equity in earnings of unconsolidated affiliates

 

84

 

2

 

9

 

Bargain purchase gain related to GenOn acquisition

 

 

(296

)

 

Depreciation and amortization

 

1,256

 

950

 

896

 

Provision for bad debts

 

67

 

45

 

59

 

Amortization of nuclear fuel

 

36

 

39

 

39

 

Amortization of financing costs and debt discount/premiums

 

(33

)

31

 

32

 

Adjustment to loss on debt extinguishment

 

(15

)

9

 

58

 

Amortization of intangibles and out-of-market contracts

 

49

 

146

 

167

 

Amortization of unearned equity compensation

 

38

 

41

 

28

 

(Gain)/Loss on disposals and sales of assets, net

 

(3

)

11

 

14

 

Impairment losses

 

558

 

 

657

 

Changes in derivative instruments

 

164

 

124

 

(138

)

Changes in deferred income taxes and liability for uncertain tax benefits

 

(67

)

(353

)

(859

)

Changes in nuclear decommissioning trust liability

 

15

 

37

 

20

 

Cash (used)/provided by changes in other working capital, net of acquisition and disposition effects:

 

 

 

 

 

 

 

Accounts receivable - trade

 

(224

)

(131

)

(119

)

Inventory

 

11

 

(172

)

145

 

Prepayments and other current assets

 

(22

)

(26

)

59

 

Accounts payable

 

275

 

(132

)

9

 

Accrued expenses and other current liabilities

 

(114

)

231

 

(111

)

Other assets and liabilities

 

(453

)

278

 

4

 

Net Cash Provided by Operating Activities

 

1,270

 

1,149

 

1,166

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

(494

)

(81

)

(377

)

Cash acquired in GenOn acquisition

 

 

983

 

 

Capital expenditures

 

(1,987

)

(3,396

)

(2,310

)

Increase in restricted cash, net

 

(22

)

(66

)

(35

)

(Increase)/decrease in restricted cash to support equity requirements for U.S. DOE funded projects

 

(26

)

164

 

(215

)

(Increase)/decrease in notes receivable

 

(11

)

(24

)

12

 

Proceeds from renewable energy grants

 

55

 

62

 

 

Purchases of emission allowances, net of proceeds

 

5

 

(1

)

(19

)

Investments in nuclear decommissioning trust fund securities

 

(514

)

(436

)

(406

)

Proceeds from sales of nuclear decommissioning trust fund securities

 

488

 

399

 

385

 

Proceeds from sale of assets, net

 

13

 

137

 

7

 

Investments in unconsolidated affiliates

 

 

(25

)

(66

)

Other

 

(35

)

22

 

(23

)

Net Cash Used by Investing Activities

 

(2,528

)

(2,262

)

(3,047

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Payment of dividends to preferred and common stockholders

 

(154

)

(50

)

(9

)

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

 

267

 

(68

)

(83

)

Payment for treasury stock

 

(25

)

 

(430

)

Sales proceeds and other contributions from noncontrolling interests in subsidiaries

 

531

 

347

 

29

 

Proceeds from issuance of common stock

 

16

 

 

2

 

Proceeds from issuance of long-term debt

 

1,777

 

3,165

 

6,224

 

Payments for term loan for funded letter of credit facility

 

 

 

(1,300

)

Decrease in restricted cash supporting funded letter of credit facility

 

 

 

1,300

 

Payment of debt issuance and hedging costs

 

(50

)

(35

)

(207

)

Payments for short and long-term debt

 

(935

)

(1,260

)

(5,493

)

Net Cash Provided by Financing Activities

 

1,427

 

2,099

 

33

 

Effect of exchange rate changes on cash and cash equivalents

 

(2

)

(4

)

2

 

Net Increase/(Decrease) in Cash and Cash Equivalents

 

167

 

982

 

(1,846

)

Cash and Cash Equivalents at Beginning of Period

 

2,087

 

1,105

 

2,951

 

Cash and Cash Equivalents at End of Period

 

$

2,254

 

$

2,087

 

$

1,105

 

 

14



 

Appendix Table A-1: Fourth Quarter 2013 Regional Adjusted EBITDA Reconciliation

 

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss)

 

($ in millions)

 

Retail

 

Texas

 

South
Central

 

East

 

West

 

Other
Conventional

 

NRG
Yield

 

Alt.
Energy

 

Corp.

 

Total

 

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

 

331

 

(191

)

(4

)

(355

)

16

 

(58

)

20

 

(33

)

(16

)

(290

)

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Attributable to Non-Controlling Interest

 

 

 

 

 

 

 

4

 

 

3

 

7

 

Interest Expense, net

 

 

1

 

6

 

18

 

8

 

 

10

 

18

 

154

 

215

 

Income Tax

 

 

 

 

 

 

(30

)

3

 

 

(208

)

(235

)

Depreciation Amortization and ARO Expense

 

38

 

118

 

25

 

64

 

19

 

1

 

16

 

31

 

6

 

318

 

Amortization of Contracts

 

6

 

8

 

(5

)

(42

)

1

 

 

1

 

 

 

(31

)

EBITDA

 

375

 

(64

)

22

 

(315

)

44

 

(87

)

54

 

16

 

(61

)

(16

)

Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates

 

 

 

 

 

4

 

4

 

12

 

(1

)

 

19

 

Integration & Transaction Costs

 

 

 

 

 

 

 

 

 

33

 

33

 

Deactivation costs

 

 

 

 

5

 

 

 

 

 

 

5

 

Legal Settlement

 

3

 

 

 

 

 

 

 

 

 

3

 

Asset and Investment Write-offs

 

 

 

(1

)

459

 

 

93

 

 

 

7

 

558

 

Market to Market (MtM) losses/(gains) on economic hedges

 

(187

)

155

 

(21

)

115

 

1

 

 

 

1

 

3

 

67

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

191

 

91

 

 

264

 

49

 

10

 

66

 

16

 

(18

)

669

 

 

Appendix Table A-2: Fourth Quarter 2012 Regional Adjusted EBITDA Reconciliation

 

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss)

 

($ in millions)

 

Retail

 

Texas

 

South
Central

 

East

 

West

 

Other
Conventional

 

NRG
Yield

 

Alt.
Energy

 

Corp.

 

Total

 

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

 

37

 

108

 

2

 

(24

)

17

 

3

 

5

 

(12

)

116

 

252

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Attributable to Non-Controlling Interest

 

 

 

 

 

 

 

 

2

 

 

2

 

Interest Expense, net

 

1

 

 

4

 

6

 

1

 

(2

)

2

 

11

 

140

 

163

 

Loss on Debt Extinguishment

 

 

 

 

 

 

 

 

 

10

 

10

 

Income Tax

 

 

 

 

 

 

(1

)

 

 

(80

)

(81

)

Depreciation Amortization and ARO Expense

 

36

 

116

 

24

 

43

 

5

 

1

 

7

 

15

 

4

 

251

 

Amortization of Contracts

 

32

 

9

 

(5

)

(1

)

 

 

 

 

 

35

 

EBITDA

 

106

 

233

 

25

 

24

 

23

 

1

 

14

 

16

 

190

 

632

 

Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates

 

 

 

2

 

 

1

 

4

 

8

 

 

 

15

 

Merger and Transaction Costs

 

 

 

 

 

 

 

 

 

112

 

112

 

Deactivation Costs

 

 

 

 

3

 

 

 

 

 

 

3

 

Bargain Purchase Gain

 

 

 

 

 

 

 

 

 

(296

)

(296

)

Asset Write Off and Impairment

 

 

 

9

 

 

 

 

 

 

 

9

 

Transaction fee on asset sale

 

 

 

 

 

 

 

 

 

(23

)

(23

)

MtM losses/(gains) on economic hedges

 

46

 

(43

)

(18

)

4

 

(5

)

 

 

 

 

(16

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

152

 

190

 

18

 

31

 

19

 

5

 

22

 

16

 

(17

)

436

 

 

15



 

Appendix Table A-3: Full-Year 2013 Regional Adjusted EBITDA Reconciliation

 

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss)

 

($ in millions)

 

Retail

 

Texas

 

South
Central

 

East

 

West

 

Other
Conventional

 

NRG
Yield

 

Alt.
Energy

 

Corp.

 

Total

 

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

 

562

 

(177

)

13

 

(139

)

78

 

(56

)

96

 

(108

)

(655

)

(386

)

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Attributable to Non-Controlling Interest

 

 

 

 

 

 

 

13

 

27

 

(6

)

34

 

Interest Expense, net

 

2

 

1

 

18

 

57

 

13

 

 

34

 

55

 

656

 

836

 

Loss on Debt Extinguishment

 

 

 

 

 

 

 

 

 

50

 

50

 

Income Tax

 

 

 

 

 

 

(29

)

8

 

 

(261

)

(282

)

Depreciation Amortization and ARO Expense

 

143

 

460

 

99

 

329

 

60

 

4

 

51

 

109

 

21

 

1,276

 

Amortization of Contracts

 

55

 

39

 

(22

)

(46

)

(4

)

 

2

 

 

 

24

 

EBITDA

 

762

 

323

 

108

 

201

 

147

 

(81

)

204

 

83

 

(195

)

1,552

 

Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates

 

 

 

2

 

 

18

 

16

 

40

 

3

 

 

79

 

Integration & Transaction Costs

 

 

 

 

 

 

 

 

 

128

 

128

 

Deactivation costs

 

 

 

 

19

 

4

 

 

 

 

 

23

 

Legal Settlement

 

3

 

 

 

 

 

 

 

 

 

3

 

Asset and Investment Write-offs

 

 

2

 

 

460

 

 

93

 

 

4

 

7

 

566

 

MtM losses/(gains) on economic hedges

 

(151

)

177

 

(67

)

324

 

(2

)

 

 

1

 

3

 

285

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

614

 

502

 

43

 

1,004

 

167

 

28

 

244

 

91

 

(57

)

2,636

 

 

Appendix Table A-4: Full-Year 2012 Regional Adjusted EBITDA Reconciliation

 

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss)

 

($ in millions)

 

Retail

 

Texas

 

South
Central

 

East

 

West

 

Other
Conventional

 

NRG
Yield

 

Alt.
Energy

 

Corp.

 

Total

 

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

 

541

 

(94

)

2

 

(55

)

59

 

21

 

13

 

(57

)

(135

)

295

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Attributable to Non-Controlling Interest

 

 

 

 

 

 

 

 

20

 

 

20

 

Interest Expense, net

 

4

 

 

18

 

18

 

1

 

 

27

 

26

 

558

 

652

 

Loss on Debt Extinguishment

 

 

 

 

 

 

 

 

 

51

 

51

 

Income Tax

 

 

 

 

 

 

3

 

10

 

 

(340

)

(327

)

Depreciation Amortization and ARO Expense

 

162

 

461

 

93

 

140

 

16

 

2

 

25

 

49

 

12

 

960

 

Amortization of Contracts

 

115

 

41

 

(20

)

(1

)

 

 

1

 

 

 

136

 

EBITDA

 

822

 

408

 

93

 

102

 

76

 

26

 

76

 

38

 

146

 

1,787

 

Adjustment to reflect NRG share of Adjusted EBITDA in unconsolidated affiliates

 

 

 

2

 

 

2

 

17

 

25

 

9

 

 

55

 

Merger and Transaction Costs

 

 

 

 

 

 

 

 

 

112

 

112

 

Deactivation Costs

 

 

 

 

3

 

 

 

 

 

 

3

 

Bargain Purchase Gain

 

 

 

 

 

 

 

 

 

(296

)

(296

)

Asset Write Off and Impairment

 

 

8

 

9

 

 

 

 

 

 

5

 

22

 

Legal Settlement

 

 

 

14

 

 

20

 

 

 

 

 

34

 

MtM losses/(gains) on economic hedges

 

(166

)

464

 

(17

)

(3

)

(10

)

 

 

 

 

268

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

656

 

880

 

101

 

102

 

88

 

43

 

101

 

47

 

(33

)

1,985

 

 

16



 

Appendix Table A-5: 2013 and 2012 QTD Fourth Quarter Adjusted Cash Flow from Operations Reconciliations

 

The following table summarizes the calculation of adjusted cash flow operating activities providing a reconciliation to net cash provided by operating activities

 

($ in millions)

 

Three months ended
December 31, 2013

 

Three months ended
December 31, 2012 (1)

 

Net Cash Provided by Operating Activities

 

447

 

91

 

Adjustment for change in collateral

 

(12

)

131

 

Reclassifying of net receipts (payments) for settlement of acquired derivatives that include financing elements

 

90

 

(3

)

Add: Merger and integration expenses

 

25

 

46

 

Adjusted Cash Flow from Operating Activities

 

550

 

265

 

Maintenance CapEx, net

 

(103

)

(64

)

Environmental CapEx, net

 

(54

)

24

 

Preferred dividends

 

(2

)

(2

)

Distributions to non-controlling interests

 

(5

)

 

Free cash flow - before Growth investments

 

386

 

223

 

 


(1) Revised to reflect new Adjusted Cash Flow from Operating Activities methodology

 

17


 


 

Appendix Table A-6: 2013 and 2012 YTD Fourth Quarter Adjusted Cash Flow from Operations Reconciliations

 

The following table summarizes the calculation of adjusted cash flow operating activities providing a reconciliation to net cash provided by operating activities

 

($ in millions)

 

Twelve months ended
December 31, 2013

 

Twelve months ended
December 31, 2012(1)

 

Net Cash Provided by Operating Activities

 

1,270

 

1,149

 

Adjustment for change in collateral

 

47

 

(82

)

Reclassifying of net receipts (payments) for settlement of acquired derivatives that include financing elements

 

267

 

(68

)

Add: Merger and integration expenses

 

141

 

46

 

Adjusted Cash Flow from Operating Activities

 

1,725

 

1,045

 

Maintenance CapEx, net

 

(325

)

(215

)

Environmental CapEx, net

 

(104

)

(5

)

Preferred dividends

 

(9

)

(9

)

Distributions to non-controlling interests

 

(5

)

 

Free cash flow - before Growth investments

 

1,282

 

816

 

 


(1) Revised to reflect new Adjusted Cash Flow from Operating Activities methodology

 

EBITDA and Adjusted EBITDA are non-GAAP financial measures. These measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. The presentation of Adjusted EBITDA should not be construed as an inference that NRG’s future results will be unaffected by unusual or non-recurring items.

 

EBITDA represents net income before interest (including loss on debt extinguishment), taxes, depreciation and amortization. EBITDA is presented because NRG considers it an important supplemental measure of its performance and believes debt-holders frequently use EBITDA to analyze operating performance and debt service capacity. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are:

 

·                  EBITDA does not reflect cash expenditures, or future requirements for capital expenditures, or contractual commitments;

·                  EBITDA does not reflect changes in, or cash requirements for, working capital needs;

·                  EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments;

·                  Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

·                  Other companies in this industry may calculate EBITDA differently than NRG does, limiting its usefulness as a comparative measure.

 

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to use to invest in the growth of NRG’s business. NRG compensates for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally. See the statements of cash flow included in the financial statements that are a part of this news release.

 

Adjusted EBITDA is presented as a further supplemental measure of operating performance. Adjusted EBITDA represents EBITDA adjusted for mark-to-market gains or losses, asset write offs and impairments; and factors which we do not consider indicative of future operating performance. The reader is encouraged to evaluate each adjustment and the reasons NRG considers it appropriate for supplemental analysis. As an analytical tool,

 

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Adjusted EBITDA is subject to all of the limitations applicable to EBITDA. In addition, in evaluating Adjusted EBITDA, the reader should be aware that in the future NRG may incur expenses similar to the adjustments in this news release.

 

Adjusted cash flow from operating activities is a non-GAAP measure NRG provides to show cash from operations with the reclassification of net payments of derivative contracts acquired in business combinations from financing to operating cash flow, as well as the add back of merger and integration related costs. The Company provides the reader with this alternative view of operating cash flow because the cash settlement of these derivative contracts materially impact operating revenues and cost of sales, while GAAP requires NRG to treat them as if there was a financing activity associated with the contracts as of the acquisition dates. The Company adds back merger and integration related costs as they are one time and unique in nature and do not reflect ongoing cash from operations and they are fully disclosed to investors.

 

Free cash flow (before Growth investments) is adjusted cash flow from operations less maintenance and environmental capital expenditures, net of funding, and preferred stock dividends and is used by NRG predominantly as a forecasting tool to estimate cash available for debt reduction and other capital allocation alternatives. The reader is encouraged to evaluate each of these adjustments and the reasons NRG considers them appropriate for supplemental analysis. Because we have mandatory debt service requirements (and other non-discretionary expenditures) investors should not rely on free cash flow before Growth investments as a measure of cash available for discretionary expenditures.

 

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