|NRG ENERGY, INC. filed this Form 10-K on 03/01/2018|
NRG ENERGY, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.
exercisable for or exchangeable into any capital stock of, or other equity interest in, NYLD or any Voting Company Debt, or any interests based on the value of equity interests in NYLD or (B) obligating any of the NYLD Entity to issue, grant, extend or enter into any such option, warrant, right, security, unit, commitment, Contract, arrangement or undertaking.
(e) Except as set forth on Schedule 5.03(e), there are not any outstanding contractual obligations of any of the NYLD Entities to repurchase, redeem or otherwise acquire any equity interests of any of the NYLD Entities. There are no proxies, voting trusts or other agreements or understandings to which any of the NYLD Entities is a party or is bound with respect to the voting or registration of the capital stock of, or other equity interests in, any of the NYLD Entities.
Section 5.04 SEC Reports and Financial Statements.
(a) Since July 16, 2013 and June 19, 2015, respectively, each of NYLD and NYLD LLC has timely filed with or furnished to the SEC all forms, reports, schedules, statements and other documents required to be filed or furnished by it (collectively, the “NYLD SEC Documents”) under the Exchange Act or the Securities Act. As of its respective date or, if amended, as of the date of the last such amendment, each such NYLD SEC Document (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such NYLD SEC Document or omit to state a material fact required to be stated in such NYLD SEC Document or necessary in order to make the statements in such NYLD SEC Document, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects, in accordance with the applicable requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and the Sarbanes-Oxley Act, as the case may be. As of the Effective Date, none of the NYLD Entities or NYLD SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. Since January 1, 2017, each of NYLD and NYLD LLC has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.
(b) Each of the consolidated financial statements (including the related notes) included in the NYLD SEC Documents (the “NYLD Financial Statements”) (i) has been prepared from, and is in accordance with, the books and records of NYLD or NYLD LLC, as applicable, (ii) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (iii) has been prepared in accordance with GAAP, in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the NYLD Financial Statements or in the notes to the NYLD Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (iv) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of NYLD and NYLD LLC and their respective consolidated NYLD Subsidiaries as of the dates and for the periods referred to in the NYLD Financial Statements.
(c) Since July 16, 2013 and June 19, 2015, respectively, each of the principal executive officer and the principal financial officer of NYLD and NYLD LLC have made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to the NYLD SEC Documents.
(d) NYLD and NYLD LLC are in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act. NYLD and NYLD LLC have established and maintain “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. NYLD’s and NYLD LLC’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by NYLD and NYLD LLC in the reports that they file or furnish under the Exchange Act is recorded, processed, summarized and reported