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8-K
NRG ENERGY, INC. filed this Form 8-K on 11/08/2018
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Exhibit 99.1



NRG Energy, Inc. Reports Third Quarter 2018 Results and Initiates 2019 Guidance

Closed on sale of NRG’s interest in NRG Yield and the Renewables Platform for $1.348 billion1 
Executing on second $500 million share repurchase commitment, totaling $1 billion in 2018
Announcing an additional $500 million share repurchase authorization
Redeemed $485 million balance of 2022 senior notes and prepaid $155 million of Term Loans, achieving corporate debt reduction target of $640 million; on track to achieve 3.0x net debt / EBITDA for 2018
Narrowing 20182 guidance to the upper-half of range and initiating 2019 Adjusted EBITDA and FCFbG guidance
C. John Wilder announces retirement from the Board of Directors


PRINCETON, NJ - November 8, 2018 - NRG Energy, Inc. (NYSE: NRG) today reported third quarter 2018 income from continuing operations of $306 million. Income from continuing operations for the first nine months of 2018 of $601 million, or $1.91 per diluted common share, compares to income from continuing operations of $116 million, or $0.56 per diluted common share for the first nine months of 2017. Adjusted EBITDA for the three and nine months ending September 30, 2018, was $677 million and $1,580 million, respectively. Year-to-date cash from continuing operations totaled $758 million.

“Our quarterly and year to date results demonstrate the benefits of the integrated retail and generation platform,” said Mauricio Gutierrez, President and Chief Executive Officer, NRG. “We are making significant progress on achieving our Transformation Plan targets and capital allocation priorities.”

Consolidated Financial Results
On August 31, 2018, NRG completed the sale of its interest in NRG Yield and the Renewables Platform. As a result, the financial information for NRG Yield, the Renewables Platform and Carlsbad Energy Center has been deconsolidated from the current period and all historical periods have been recast to reflect the presentation of these entities as discontinued operations.

 
 
Three Months Ended
 
Nine Months Ended
($ in millions)

 
9/30/18
 
9/30/17
 
9/30/18
 
9/30/17
Income from Continuing Operations
 
$
306

 
$
185

 
$
601

 
$
116

Cash From Continuing Operations
 
$
401

 
$
640

 
$
758

 
$
558

Adjusted EBITDA
 
$
677

 
$
552

 
$
1,580

 
$
1,183

Free Cash Flow Before Growth Investments (FCFbG)
 
$
556

 
$
462

 
$
856

 
$
630











1 Sale price was reduced by $27 MM to account for the agreed-upon adjustment for Patriot Wind, which is expected to be sold to a third party

1



2 Adjusted for the deconsolidation of NRG Yield, the Renewables Platform, and Carlsbad Energy Center, and the expected sale of South Central
Segment Results

Table 1: Income/(Loss) from Continuing Operations
($ in millions)
 
Three Months Ended
 
Nine Months Ended
Segment
 
9/30/18
 
9/30/17
 
9/30/18
 
9/30/17
Retail
 
$
(127
)
 
$
72

 
$
733

 
$
380

Generation a 
 
595

 
272

 
302

 
183

Corporate
 
(162
)
 
(159
)
 
(434
)
 
(447
)
Income from Continuing Operations
 
$
306

 
$
185

 
$
601

 
$
116

a. In accordance with GAAP, 2018 and 2017 results have been restated to include full impact of the deconsolidation of GenOn, NRG Yield, the Renewables Platform and Carlsbad Energy Center


Table 2: Adjusted EBITDA
($ in millions)

Three Months Ended
 
Nine Months Ended
Segment

9/30/18
 
9/30/17
 
9/30/18
 
9/30/17
Retail

$
269

 
$
279

 
$
755

 
$
615

Generation a

421

 
297

 
850

 
607

Corporate

(13
)
 
(24
)
 
(25
)
 
(39
)
Adjusted EBITDA b

$
677


$
552

 
$
1,580

 
$
1,183

a. In accordance with GAAP, 2018 and 2017 results have been restated to include full impact of the deconsolidation of GenOn, NRG Yield, the Renewables Platform and Carlsbad Energy Center
b. See Appendices A-1 through A-4 for Operating Segment Reg G reconciliations

Retail: Third quarter Adjusted EBITDA was $269 million, $10 million lower than third quarter 2017, driven by higher margin enhancement costs.  Gross margin was $25 million higher as a result of our margin enhancement initiatives (including both value expansion and customer growth), coupled with increased usage, partially offset by higher supply costs.

Generation: Third quarter Adjusted EBITDA was $421 million, $124 million higher than third quarter 2017, driven by:
Gulf Coast Region: $115 million increase due to higher generation and higher realized energy prices; and
East/West3: $9 million increase due to higher capacity revenues, partially offset by increased operating costs and the deconsolidation impact of the non-controlling interest in Ivanpah and Agua Caliente.

Corporate: Third quarter Adjusted EBITDA was $(13) million, $11 million better than the third quarter 2017, driven by lower G&A expenses associated with the Transformation Plan.


























2




3 Includes International and Renewables

3



Liquidity and Capital Resources
Table 3: Corporate Liquidity
($ in millions)
 
9/30/18
 
12/31/17
Cash and Cash Equivalents
 
$
1,359

 
$
767

Restricted Cash
 
28

 
279

Total
 
$
1,387

 
$
1,046

Total credit facility availability
 
1,454

 
1,711

Total Liquidity, excluding collateral received
 
$
2,841

 
$
2,757



As of September 30, 2018, NRG-level cash was at $1.4 billion, and $1.5 billion was available under the Company’s credit facilities. Total liquidity was $2.8 billion, including restricted cash. Overall liquidity as of the end of the third quarter 2018 was $84 million higher than at the end of 2017.

NRG Strategic Developments
Transformation Plan
Through the third quarter of 2018, NRG realized $375 million of its 2018 cost savings target as part of the previously announced Transformation Plan, and is on track to realize $500 million in savings in 2018. With respect to the asset sales under the Transformation Plan, on August 31, 2018, the Company completed the sale of its interest in NRG Yield, Inc. and the Renewables Platform to GIP, for approximately $1.348 billion in cash proceeds. NRG is narrowing asset sale proceeds to $3.1 billion from $3.2 billion. The $1 billion sale of South Central is targeted to close by year end 2018 and the balance, Carlsbad and Agua Caliente, in 2019.

Agua Caliente Deconsolidation
As a result of the sale of NRG Yield and the Renewables Platform, the Company no longer controls the Agua Caliente project. Due to this change in control, the Company has deconsolidated the Agua Caliente project from its financial results and is accounting for the project as an equity method investment going forward. This is unrelated to the Company’s planned sale of its remaining interest in Agua Caliente as described in the preceding paragraph.

2018 and 2019 Guidance

NRG has narrowed the range of its Adjusted EBITDA and FCF before Growth Investments guidance for 2018 to reflect the completed sale of NRG Yield and the Renewables Platform, as well as the previously announced sale of the South Central business unit. Additionally, NRG is initiating guidance for fiscal year 2019, which also reflects the aforementioned sales.

Table 4: 2018 and 2019 Adjusted EBITDA, Cash from Operations, and FCF before Growth Investments Guidance
 
2018
2019
($ in millions)
Revised Guidance4
Guidance
Adjusted EBITDA5
$1,700-$1,800
$1,850-$2,050
Cash From Operations
$1,240-$1,340
$1,405-$1,605
Free Cash Flow Before Growth Investments (FCFbG)
$1,050-$1,150
$1,250-$1,450











4 Adjusted for the deconsolidation of NRG Yield, the Renewables Platform, and Carlsbad Energy Center, and the expected sale of South Central
5 Non-GAAP financial measure; see Appendix Tables A-1 through A-5 for GAAP Reconciliation to Net Income that excludes fair value adjustments related to derivatives. The Company is unable to provide guidance for Net Income due to the impact of such fair value adjustments related to derivatives in a given year 


4



Capital Allocation Update

During the third quarter of 2018, NRG executed on its second $500 million share repurchase commitment through an Accelerated Share Repurchase program. This brings the total amount of shares to be repurchased in 2018 to $1 billion. In addition, the Board of Directors of the Company has authorized an additional $500 million share repurchase program to be executed into 2019.

To remain leverage-neutral in connection with the $575 million convertible senior notes issued in second quarter of 2018, NRG completed the repurchase of $575 million of its 2022, 2027 and 2028 senior unsecured notes during the third quarter of 2018, generating approximately $20 million of annual interest expense savings7.

Additionally, the Company has completed its targeted $640 million of debt reduction through the redemption of $485 million of its outstanding 6.250% senior notes due 2022 and the prepayment of $155 million of Term Loans, and is on track to achieve a target net debt to Adjusted EBITDA ratio of 3.0x for 2018.

On October 17, 2018, NRG declared a quarterly dividend on the Company's common stock of $0.03 per share, payable November 15, 2018, to stockholders of record as of November 1, 2018, representing $0.12 on an annualized basis.

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

Board of Directors

C. John Wilder informed the Board of Directors that he will retire from the Board, effective November 8, 2018.  Mr. Wilder joined the Board in February 2017 and served on the Company’s Business Review Committee (dissolved in July 2017) and Finance and Risk Management Committee.  In connection with Mr. Wilder’s resignation, the size of the Board will be reduced from eleven (11) to ten (10) members.

According to C. John Wilder, Independent Director of the Board, “Today, I am announcing my retirement from the NRG Board of Directors.” Mr. Wilder continues, “I applaud the advancements made by the company in the culture and strategy since Mauricio Gutierrez took over as CEO, and most recently with the adoption and execution of the Transformation Plan. This has been a critical year in the Company’s transformation and I am proud of the course charted by my fellow directors and management in rightsizing the business, strengthening the balance sheet, achieving cost excellence and adopting capital allocation principles. I believe NRG has the right team in place to continue its relentless execution that will create significant long-term value and I am excited to remain a long-term shareholder.”

Larry Coben, Chairman of the Board, continued, "On behalf of the Board of Directors, I want to thank John for his outstanding service on the Board and valued direction on all Board matters, particularly the Company's Transformation Plan. Going forward, the Board will continue to assess our size and composition to ensure the proper level of expertise and oversight on behalf of our shareholders."

Mr. Gutierrez added, “John has provided valuable insights and thoughtful counsel as a member of the Board. I want to thank him for his service, and look forward to having him as a valued long-term shareholder."  
 















7 Interest savings assumes average 6.2% interest rate on $575 million debt retired in 2018

5



Earnings Conference Call
On November 8, 2018, NRG will host a conference call at 9:00 a.m. 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.nrg.com and clicking on “Investors” then "Presentations & Webcasts." The webcast will be archived on the site for those unable to listen in real time.

About NRG
At NRG, we’re redefining power by putting customers at the center of everything we do. We create value by generating electricity and serving nearly 3 million residential and commercial customers through our portfolio of retail electricity brands. A Fortune 500 company, NRG delivers customer-focused solutions for managing electricity, while enhancing energy choice and working towards a sustainable energy future. More information is available at www.nrg.com. Connect with NRG on Facebook, LinkedIn and follow us on Twitter @nrgenergy, @nrginsight.

Safe Harbor Disclosure
In addition to historical information, the information presented in this communication 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 be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated herein 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 regulations, the condition of capital markets generally, our ability to access capital markets, cyber terrorism and inadequate cyber security, unanticipated outages at our generation facilities, adverse results in current and future litigation, failure to identify, execute or successfully implement acquisitions, repowerings or asset sales, our ability to implement value enhancing improvements to plant operations and company-wide processes, our ability to implement and execute on our publicly announced transformation plan, including any cost savings, margin enhancement, asset sale, and net debt targets, our ability to proceed with projects under development or the inability to complete the construction of such projects on schedule or within budget, the timing or completion of GenOn's emergence from bankruptcy, the inability to maintain or create successful partnering relationships, our ability to operate our businesses efficiently, our ability to retain retail customers, our ability to realize value through our commercial operations strategy, the ability to successfully integrate businesses of acquired companies, our ability to realize anticipated benefits of transactions (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, and our ability to execute our Capital Allocation Plan. Debt and share repurchases 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, except as required by law. The adjusted EBITDA and free cash flow guidance are estimates as of November 8, 2018. These estimates are based on assumptions the company believed to be reasonable as of that date. NRG disclaims any current intention to update such guidance, except as required by law. 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 Earnings press 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.



Contacts:


6



Media:
 
Investors:
 
 
 
 
 
Candice Adams
 
Kevin L. Cole, CFA
 
609.524.5428
 
609.524.4526
 
 
 
 
 
 
 
 
 
 
 
 
 




7



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)
2018
 
2017
 
2018
 
2017
Operating Revenues

 

 

 

Total operating revenues
$
3,061

 
$
2,740

 
$
7,795

 
$
7,246

Operating Costs and Expenses

 

 

 

Cost of operations
2,307

 
2,072

 
5,730

 
5,589

Depreciation and amortization
112

 
163

 
370

 
490

Impairment losses

 

 
74

 
60

Selling, general and administrative
212

 
190

 
591

 
634

Reorganization costs
27

 
12

 
70

 
18

Development costs
1

 
6

 
9

 
18

Total operating costs and expenses
2,659

 
2,443

 
6,844

 
6,809

Other income - affiliate

 

 

 
87

Gain on sale of assets
14

 

 
30

 
4

Operating Income
416

 
297

 
981

 
528

Other Income/(Expense)

 

 

 

Equity in earnings/(losses) of unconsolidated affiliates
20

 
9

 
26

 
(20
)
Other income/(expense), net
17

 
19

 
(4
)
 
43

Loss on debt extinguishment, net
(19
)
 

 
(22
)
 

Interest expense
(121
)
 
(139
)
 
(361
)
 
(432
)
Total other expense
(103
)
 
(111
)
 
(361
)
 
(409
)
Income from Continuing Operations Before Income Taxes
313

 
186

 
620

 
119

Income tax expense
7

 
1

 
19

 
3

Income from Continuing Operations
306

 
185

 
601

 
116

Loss from discontinued operations, net of income tax
(354
)
 
(22
)
 
(320
)
 
(798
)
Net (Loss)/Income
(48
)
 
163

 
281

 
(682
)
Less: Net income/(loss) attributable to noncontrolling interest and redeemable noncontrolling interests
24

 
(8
)
 
1

 
(63
)
Net (Loss)/Income Attributable to NRG Energy, Inc. common stockholders
$
(72
)
 
$
171

 
$
280

 
$
(619
)
(Loss)/Earnings per Share Attributable to NRG Energy, Inc. Common Stockholders

 

 

 

Weighted average number of common shares outstanding — basic
299

 
317

 
309

 
317

Income from continuing operations per weighted average common share — basic
$
0.94

 
$
0.61

 
$
1.94

 
$
0.56

Loss from discontinued operations per weighted average common share — basic
$
(1.18
)
 
$
(0.07
)
 
$
(1.03
)
 
$
(2.51
)
(Loss)/Earnings per Weighted Average Common Share — Basic
$
(0.24
)
 
$
0.54

 
$
0.91

 
$
(1.95
)
Weighted average number of common shares outstanding — diluted
299

 
322

 
313

 
317

Income from continuing operations per weighted average common share — diluted
$
0.94

 
$
0.60

 
$
1.91

 
$
0.56

Loss from discontinued operations per weighted average common share — diluted
$
(1.18
)
 
$
(0.07
)
 
$
(1.02
)
 
$
(2.51
)
(Loss)/Earnings per Weighted Average Common Share — Diluted
$
(0.24
)
 
$
0.53

 
$
0.89

 
$
(1.95
)
Dividends Per Common Share
$
0.03

 
$
0.03

 
$
0.09

 
$
0.09


8



NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME
(Unaudited)
 
Three months ended September 30,
 
Nine months ended September 30,
 
2018
 
2017
 
2018

2017
 
(In millions)
Net (loss)/income
$
(48
)
 
$
163

 
$
281

 
$
(682
)
Other comprehensive income/(loss), net of tax

 

 

 

Unrealized gain on derivatives, net of income tax expense of $0, $0, $1, and $0
4

 
7

 
24

 
7

Foreign currency translation adjustments, net of income tax expense of $0, $0, $0, and $0
(2
)
 
2

 
(8
)
 
9

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

 
1

 
1

 
2

Defined benefit plans, net of income tax expense of $0, $0, $0, and $0
(1
)
 
(1
)
 
(3
)
 
25

Other comprehensive income
1

 
9

 
14

 
43

Comprehensive (loss)/income
(47
)
 
172

 
295

 
(639
)
Less: Comprehensive income/(loss) attributable to noncontrolling interest and redeemable noncontrolling interest
26

 
(5
)
 
15

 
(61
)
Comprehensive (loss)/income attributable to NRG Energy, Inc. common stockholders
$
(73
)
 
$
177

 
$
280

 
$
(578
)




9



NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
September 30, 2018
 
December 31, 2017
(In millions, except shares)
(Unaudited)
 
 
ASSETS
 
 
 
Current Assets
 
 

Cash and cash equivalents
$
1,359

 
$
767

Funds deposited by counterparties
30

 
37

Restricted cash
28

 
279

Accounts receivable, net
1,297

 
960

Inventory
408

 
486

Derivative instruments
683

 
624

Cash collateral paid in support of energy risk management activities
209

 
171

Accounts receivable - affiliate
19

 
186

Prepayments and other current assets
248

 
179

Current assets - held for sale

 
116

Current assets - discontinued operations
4

 
705

Total current assets
4,285

 
4,510

Property, plant and equipment, net
3,599

 
6,435

Other Assets
 
 
 
Equity investments in affiliates
452

 
182

Notes receivable, less current portion
10

 
2

Goodwill
539

 
539

Intangible assets, net
602

 
507

Nuclear decommissioning trust fund
719

 
692

Derivative instruments
392

 
159

Deferred income taxes
11

 
6

Other non-current assets
281

 
294

Non-current assets held-for-sale

 
43

Non-current assets - discontinued operations
560

 
10,181

Total other assets
3,566

 
12,605

Total Assets
$
11,450

 
$
23,550

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

Current Liabilities
 
 

Current portion of long-term debt and capital leases
$
593

 
$
204

Accounts payable
824

 
711

Accounts payable - affiliate
14

 
57

Derivative instruments
550

 
537

Cash collateral received in support of energy risk management activities
30

 
37

Accrued expenses and other current liabilities
659

 
769

Accrued expenses and other current liabilities - affiliate
1

 
161

Current liabilities - held-for-sale

 
72

Current liabilities - discontinued operations
52

 
864

Total current liabilities
2,723

 
3,412

Non-Current Liabilities
 
 
 
Long-term debt and capital leases
6,658

 
9,180

Nuclear decommissioning reserve
278

 
269

Nuclear decommissioning trust liability
432

 
415

Deferred income taxes
18

 
21

Derivative instruments
357

 
143

Out-of-market contracts, net
177

 
195

Other non-current liabilities
1,177

 
1,002

Non-current liabilities - held-for-sale

 
8

Non-current liabilities - discontinued operations
547

 
6,859

Total non-current liabilities
9,644

 
18,092

Total Liabilities
12,367

 
21,504

Redeemable noncontrolling interest in subsidiaries
19

 
78

Commitments and Contingencies


 


Stockholders’ Equity

 

Common stock
4

 
4

Additional paid-in capital
8,453

 
8,377

Accumulated deficit
(6,001
)
 
(6,269
)
Less treasury stock, at cost - 129,948,876 and 101,580,045 shares, at September 30, 2018 and December 31, 2017, respectively
(3,334
)
 
(2,386
)
Accumulated other comprehensive loss
(58
)
 
(72
)
Noncontrolling interest

 
2,314

Total Stockholders’ Equity
(936
)
 
1,968

Total Liabilities and Stockholders’ Equity
$
11,450

 
$
23,550


10



NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine months ended September 30,
(In millions)
2018
 
2017
Cash Flows from Operating Activities

 

Net income/(loss)
$
281

 
$
(682
)
Loss from discontinued operations, net of income tax
(320
)
 
(798
)
Income from continuing operations
601

 
116

Adjustments to reconcile net income to net cash provided by operating activities:

 

Distributions and equity in earnings of unconsolidated affiliates
10

 

Depreciation, amortization and accretion
403

 
490

Provision for bad debts
57

 
57

Amortization of nuclear fuel
38

 
37

Amortization of financing costs and debt discount/premiums
21

 
15

Adjustment for debt extinguishment
22

 
3

Amortization of intangibles and out-of-market contracts
21

 
79

Amortization of unearned equity compensation
36

 
27

Impairment losses
89

 
60

Changes in deferred income taxes and liability for uncertain tax benefits
(6
)
 
(1
)
Changes in nuclear decommissioning trust liability
50

 
20

Changes in derivative instruments
(17
)
 
36

Changes in collateral deposits in support of energy risk management activities
(30
)
 
(103
)
Gain on sale of emission allowances
(20
)
 
21

Gain on sale of assets
(30
)
 
(4
)
GenOn settlement in July 2018
(125
)
 

Loss on deconsolidation of business
13

 

Changes in other working capital
(375
)
 
(295
)
Cash provided by continuing operations
758

 
558

Cash provided by discontinued operations
324

 
178

Net Cash Provided by Operating Activities
1,082

 
736

Cash Flows from Investing Activities
 
 
 
Acquisitions of businesses, net of cash acquired
(209
)
 
(12
)
Capital expenditures
(345
)
 
(172
)
Purchases of emission allowances
(30
)
 
(47
)
Proceeds from sale of emission allowances
54

 
104

Investments in nuclear decommissioning trust fund securities
(449
)
 
(402
)
Proceeds from the sale of nuclear decommissioning trust fund securities
398

 
382

Proceeds from sale of assets, net of cash disposed and sale of discontinued operations, net of fees
1,555

 
309

Deconsolidation of business
(268
)
 

Changes in investments in unconsolidated affiliates
(62
)
 
24

Other

 
30

Cash provided by continuing operations
644

 
216

Cash used by discontinued operations
(703
)
 
(638
)
Net Cash (Used) by Investing Activities
(59
)
 
(422
)
Cash Flows from Financing Activities
 
 

Payment of dividends to common stockholders
(28
)
 
(28
)
Payment for treasury stock
(1,000
)
 

Proceeds from issuance of long-term debt
995

 
308

Payments for short and long-term debt
(970
)
 
(343
)
Receivable from affiliate
(26
)
 
(125
)
Net distributions to noncontrolling interests from subsidiaries
(17
)
 
(18
)
Payment of debt issuance costs
(19
)
 
(39
)
Other
(4
)
 
(8
)
Cash used by continuing operations
(1,069
)
 
(253
)
Cash provided by discontinued operations
403

 
39

 Net Cash Used by Financing Activities
(666
)
 
(214
)
Effect of exchange rate changes on cash and cash equivalents
1

 
(10
)
Change in Cash from discontinued operations
24

 
(421
)
Net Increase in Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash
334

 
511

Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash at Beginning of Period
1,083

 
860

Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash at End of Period
$
1,417

 
$
1,371



11



Appendix Table A-1: Third Quarter 2018 Adjusted EBITDA Reconciliation by Operating Segment
The following table summarizes the calculation of Adj. EBITDA and provides a reconciliation to income/(loss) from continuing operations:
    
($ in millions)
Gulf Coast
East/West1
Generation
Retail
Corp/Elim
Total
Income/(Loss) from Continuing Operations
417

178

595

(127
)
(162
)
306

Plus:
 


 
 
 


Interest expense, net

10

10

1

105

116

Income tax




7

7

Loss on debt extinguishment




19

19

Depreciation and amortization
43

30

73

30

9

112

ARO Expense
9

4

13



13

Contract amortization
2


2



2

Lease amortization

(2
)
(2
)


(2
)
EBITDA
471

220

691

(96
)
(22
)
573

Adjustment to reflect NRG share of adjusted EBITDA in unconsolidated affiliates
2

25

27



27

Reorganization costs
1

2

3

6

18

27

Deactivation costs




3

3

Gain on sale of business

1

1


(14
)
(13
)
Other non recurring charges
1

(12
)
(11
)

2

(9
)
Mark to market (MtM) (gains)/losses on economic hedges
(268
)
(22
)
(290
)
359


69

Adjusted EBITDA
207

214

421

269

(13
)
677

1 Includes International, remaining renewables and Generation eliminations


Third Quarter 2018 condensed financial information by Operating Segment:
    
($ in millions)
Gulf Coast
East/West1
Generation
Retail
Corp/Elim
Total
Operating revenues
782

497

1,279

2,202

(480
)
3,001

Cost of sales
413

192

605

1,702

(477
)
1,830

Economic gross margin2
369

305

674

500

(3
)
1,171

Operations & maintenance and other cost of operations 3
146

111

257

89

(3
)
343

Selling, marketing, general and administrative
29

25

54

144

14

212

Other expense/(income) 4
(13
)
(45
)
(58
)
(2
)
(1
)
(61
)
Adjusted EBITDA
207

214

421

269

(13
)
677

1 Includes International, remaining renewables and Generation eliminations
2 Excludes MtM loss of $69 million and contract amortization of $2 million
3 Excludes deactivation costs of $3 million
4 Excludes gain on sale of business of $13 million, reorganization costs of $27 million and loss on debt extinguishment of $19 million

12



The following table reconciles the condensed financial information to Adjusted EBITDA:
($ in millions)
Condensed financial information
Interest, tax, depr., amort.
MtM
Deactivation
Other adj.
Adjusted EBITDA 
Operating revenues
3,061

(5
)
(55
)


3,001

Cost of operations
1,961

(7
)
(124
)


1,830

Gross margin
1,100

2

69



1,171

Operations & maintenance and other cost of operations
346



(3
)

343

Selling, marketing, general & administrative
212





212

Other expense/(income) 1
236

(246
)


(51
)
(61
)
Income/(Loss) from Continuing Operations
306

248

69

3

51

677

1 Other adj. includes gain on sale of assets of $13 million, reorganization costs of $27 million and loss on debt extinguishment of $19 million


13



Appendix Table A-2: Third Quarter 2017 Adjusted EBITDA Reconciliation by Operating Segment
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to income/(loss) from continuing operations:
    
($ in millions)
Gulf Coast
East/West1
Generation
Retail
Corp/Elim
Total
Income/(Loss) from Continuing Operations
155

117

272

72

(159
)
185

Plus:
 


 
 
 


Interest expense, net

24

24

1

111

136

Income tax




1

1

Depreciation and amortization
69

59

128

28

7

163

ARO Expense
4

3

7



7

Contract amortization
3

1

4

(1
)

3

Lease amortization

(2
)
(2
)


(2
)
EBITDA
231

202

433

100

(40
)
493

Adjustment to reflect NRG share of adjusted EBITDA in unconsolidated affiliates
(6
)
14

8


(1
)
7

Acquisition-related transaction & integration costs




3

3

Reorganization costs
3


3

5

4

12

Deactivation costs

2

2


3

5

Other non recurring charges

(1
)
(3
)
(4
)
1

7

4

Mark to market (MtM) (gains)/losses on economic hedges
(135
)
(10
)
(145
)
173


28

Adjusted EBITDA
92

205

297

279

(24
)
552

1 Includes International, remaining renewables and Generation eliminations


Third Quarter 2017 condensed financial information by Operating Segment:
    
($ in millions)
Gulf Coast
East/West1
Generation
Retail
Corp/Elim
Total
Operating revenues
655

520

1,175

1,935

(397
)
2,713

Cost of sales
395

204

599

1,460

(394
)
1,665

Economic gross margin2
260

316

576

475

(3
)
1,048

Operations & maintenance and other cost of operations3
143

111

254

87

3

344

Selling, marketing, general & administrative
35

16

51

109

30

190

Other expense/(income)4
(10
)
(16
)
(26
)

(12
)
(38
)
Adjusted EBITDA
92

205

297

279

(24
)
552

1 Includes International, remaining renewables and Generation eliminations
2 Excludes MtM loss of $28 million and contract amortization of $3 million
3 Excludes deactivation costs of $5 million
4 Excludes acquisition-related transaction & integration costs of $3 million and reorganization costs of $12 million

14



The following table reconciles the condensed financial information to Adjusted EBITDA:
($ in millions)
Condensed financial information
Interest, tax, depr., amort.
MtM
Deactivation
Other adj.
Adjusted EBITDA
Operating revenues
2,740

(5
)
(22
)


2,713

Cost of operations
1,723

(8
)
(50
)


1,665

Gross margin
1,017

3

28



1,048

Operations & maintenance and other cost of operations
349



(5
)

344

Selling, marketing, general & administrative
190





190

Other expense/(income) 1
293

(305
)


(26
)
(38
)
Income/(Loss) from Continuing Operations
185

308

28

5

26

552

1 Other adj. includes acquisition-related transaction & integration costs of $3 million and reorganization costs of $12 million


15



Appendix Table A-3: YTD Third Quarter 2018 Adjusted EBITDA Reconciliation by Operating Segment
The following table summarizes the calculation of Adj. EBITDA and provides a reconciliation to income/(loss) from continuing operations:
($ in millions)
Gulf Coast
East/West1
Generation
Retail
Corp/Elim
Total
Income/(Loss) from Continuing Operations
156

146

302

733

(434
)
601

Plus:
 
 
 
 
 


Interest expense, net

46

46

2

301

349

Income tax

1

1


18

19

Loss on debt extinguishment




22

22

Depreciation and amortization
128

131

259

86

25

370

ARO Expense
21

12

33



33

Contract Amortization
7

1

8



8

Lease amortization

(6
)
(6
)


(6
)
EBITDA
312

331

643

821

(68
)
1,396

Adjustment to reflect NRG share of adjusted EBITDA in unconsolidated affiliates
5

47

52


1

53

Acquisition-related transaction & integration costs



2

3

5

Reorganization costs
5

5

10

10

50

70

Deactivation costs

10

10


8

18

Gain on sale of business

2

2


(29
)
(27
)
Other non recurring charges

27

13

40

3

10

53

Impairments

74

74



74

Market to market (MtM) (gains)/losses on economic hedges
14

5

19

(81
)

(62
)
Adjusted EBITDA
363

487

850

755

(25
)
1,580

1 Includes International, remaining renewables and Generation eliminations

YTD Third Quarter 2018 condensed financial information by Operating Segment:
($ in millions)
Gulf Coast
East/West1
Generation
Retail
Corp/Elim
Total
Operating revenues
1,923

1,286

3,209

5,502

(897
)
7,814

Cost of sales
1,028

439

1,467

4,130

(895
)
4,702

Economic gross margin2
895

847

1,742

1,372

(2
)
3,112

Operations & maintenance and other cost of operations3
494

363

857

236

(10
)
1,083

Selling, marketing, general & administrative
83

82

165

385

41

591

Other expense/(income)4
(45
)
(85
)
(130
)
(4
)
(8
)
(142
)
Adjusted EBITDA
363

487

850

755

(25
)
1,580

1 Includes International, remaining renewables and Generation eliminations
2 Excludes MtM gain of $62 million and contract amortization of $8 million
3 Excludes deactivation costs of $18 million
4 Excludes gain on sale of business of $27 million, acquisition-related transaction & integration costs of $5 million, reorganization costs of $70 million and loss on debt extinguishment of $22 million

16



The following table reconciles the condensed financial information to Adjusted EBITDA:
($ in millions)
Condensed financial information
Interest, tax, depr., amort.
MtM
Deactivation
Other adj.
Adjusted EBITDA 
Operating revenues
7,795

(12
)
31



7,814

Cost of operations
4,629

(20
)
93



4,702

Gross margin
3,166

8

(62
)


3,112

Operations & maintenance and other cost of operations
1,101



(18
)

1,083

Selling, marketing, general & administrative
591





591

Other expense/(income) 1
873

(765
)


(250
)
(142
)
Income/(Loss) from Continuing Operations
601

773

(62
)
18

250

1,580

1 Other adj. includes gain on sale of assets of $27 million, acquisition-related transaction & integration costs of $5 million, reorganization costs of $70 million and loss on debt extinguishment of $22 million


17



Appendix Table A-4: YTD Third Quarter 2017 Adjusted EBITDA Reconciliation by Operating Segment
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to income/(loss) from continuing operations:
    
($ in millions)
Gulf Coast
East/West1
Generation
Retail
Corp/Elim
Total
Income/(Loss) from Continuing Operations
50

133

183

380

(447
)
116

Plus:
 
 
 
 
 


Interest expense, net

74

74

3

349

426

Income tax

2

2

(9
)
10

3

Depreciation and amortization
207

178

385

81

24

490

ARO Expense
11

9

20



20

Contract Amortization
10

3

13



13

Lease amortization

(6
)
(6
)


(6
)
EBITDA
278

393

671

455

(64
)
1,062

Adjustment to reflect NRG share of adjusted EBITDA in unconsolidated affiliates
15

43

58


(11
)
47

Acquisition-related transaction & integration costs




3

3

Reorganization costs
3


3

5

10

18

Deactivation costs

3

3


7

10

Other non recurring charges

(25
)

(25
)
1

16

(8
)
Impairments
42

18

60



60

MtM (gains)/losses on economic hedges
(152
)
(11
)
(163
)
154


(9
)
Adjusted EBITDA
161

446

607

615

(39
)
1,183

1 Includes International, remaining renewables and Generation eliminations


YTD Third Quarter 2017 condensed financial information by Operating Segment:
($ in millions)
Gulf Coast
East/West1
Generation
Retail
Corp/Elim
Total
Operating revenues
1,752

1,348

3,100

4,868

(910
)
7,058

Cost of sales
1,049

500

1,549

3,671

(904
)
4,316

Economic gross margin2
703

848

1,551

1,197

(6
)
2,742

Operations & maintenance and other cost of operations3
442

370

812

246

13

1,071

Selling, marketing, general & administrative
97

73

170

334

130

634

Other expense/(income)4
3

(41
)
(38
)
2

(110
)
(146
)
Adjusted EBITDA
161

446

607

615

(39
)
1,183

1 Includes International, remaining renewables and Generation eliminations
2 Excludes MtM gain of $9 million and contract amortization of $13 million
2 Excludes deactivation costs of $10 million
3 Excludes acquisition-related transaction & integration costs of $3 million and reorganization costs of $18 million

18





The following table reconciles the condensed financial information to Adjusted EBITDA:
($ in millions)
Condensed financial information
Interest, tax, depr., amort.
MtM
Deactivation
Other adj.
Adjusted EBITDA 
Operating revenues
7,246

(11
)
(177
)


7,058

Cost of operations
4,508

(24
)
(168
)


4,316

Gross margin
2,738

13

(9
)


2,742

Operations & maintenance and other cost of operations
1,081



(10
)

1,071

Selling, marketing, general & administrative
634





634

Other expense/(income) 1
907

(933
)


(120
)
(146
)
Income/(Loss) from Continuing Operations
116

946

(9
)
10

120

1,183

1 Other adj. includes acquisition-related transaction & integration costs of $3 million and reorganization costs of $18 million


19



Appendix Table A-5: 2018 and 2017 Three and Nine Months Ended September 30 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:

 
 
Three Months Ended
($ in millions)
 
September 30, 2018
 
September 30, 2017
Net Cash Provided by Operating Activities
 
402


555

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


(2
)
Merger, integration and cost-to-achieve expenses (1)
 
27


14

GenOn Settlement (2)
 
132

 
13

Adjustment for change in collateral
 
27


(86
)
Adjusted Cash Flow from Operating Activities
 
588


494

Maintenance CapEx, net (3)
 
(30
)

(32
)
Environmental CapEx, net
 
(1
)


Distributions to non-controlling interests
 
(1
)


Free Cash Flow Before Growth Investments (FCFbG)
 
556


462

(1) 2018 includes cost-to-achieve expenses associated with the Transformation Plan announced on July 2017 call.
(2) 2018 includes settlement consideration of $261 million, transition services credit of $28 million, and pension contribution of $12 million, less $151 million repayment of intercompany revolver loan, accrued interest and fees of $12 million, certain other balances due to NRG of $6 million; 2017 includes pension contribution of $13 million.
(3) Includes insurance proceeds of $4 million in 2017.


 
 
Nine Months Ended
($ in millions)
 
September 30, 2018
 
September 30, 2017
Net Cash Provided by Operating Activities
 
758

 
558

Merger, integration and cost-to-achieve expenses (1)
 
71

 
14

Sale of Land
 
3

 
8

GenOn Settlement (2)
 
132

 
13

Adjustment for change in collateral (3)
 
45

 
182

Adjusted Cash Flow from Operating Activities
 
1,009

 
775

Maintenance CapEx, net (4)
 
(135
)
 
(102
)
Environmental CapEx, net
 
(1
)
 
(25
)
Distributions to non-controlling interests
 
(17
)
 
(18
)
Free Cash Flow Before Growth Investments (FCFbG)
 
856

 
630

(1) 2018 includes cost-to-achieve expenses associated with the Transformation Plan announced on July 2017 call.
(2) 2018 includes settlement consideration of $261 million, transition services credit of $28 million, and pension contribution of $12 million, less $151 million repayment of intercompany revolver loan, accrued interest and fees of $12 million, certain other balances due to NRG of $6 million; 2017 includes pension contribution of $13 million.
(3) 2018 includes $15MM return of collateral to GenOn, and 2017 reflects change in NRG’s cash collateral balance as of 3Q2017 including $79MM of collateral postings from deconsolidated affiliate (GenOn).
(4) Includes insurance proceeds of $22 million in 2017.


20



Appendix Table A-6: Third Quarter YTD 2018 Sources and Uses of Liquidity
The following table summarizes the sources and uses of liquidity through third quarter of 2018:
($ in millions)
Nine Months Ended
September 30, 2018
Sources:
 
Adjusted cash flow from operations
1,009

Convertible Note Issuance
575

Asset sales
1,468

Uses:


Share repurchases
(1,000
)
Debt Repayment, net of proceeds
(683
)
Deconsolidation of Ivanpah and Agua Caliente
(268
)
Decrease in credit facility
(257
)
Growth investments and acquisitions, net
(151
)
GenOn Settlement
(157
)
Maintenance and environmental capex, net
(136
)
Cost-to-achieve expenses(1)
(114
)
Nuclear Decommissioning Trust
(51
)
Collateral (2)
(38
)
Common Stock Dividends
(28
)
Distributions to non-controlling interests
(17
)
Other Investing and Financing
(68
)
Change in Total Liquidity
84

(1) Includes capital expenditures associated with the Transformation Plan
(2) Excludes impact of Funds deposited by Counterparties





21



Appendix Table A-7: 2018 and 2019 Adjusted EBITDA Guidance Reconciliation
The following table summarizes the calculation of Adjusted EBITDA providing reconciliation to net income:

 
 
2018 Adjusted EBITDA
Revised Guidance
($ in millions)
 
Low
 
High
Income from Continuing Operations 1
 
405

 
 
505

 
Income Tax
 
15

 
 
15

 
Interest Expense
 
445

 
 
445

 
Depreciation, Amortization, Contract Amortization and ARO Expense
 
490

 
 
490

 
Adjustment to reflect NRG share of adjusted EBITDA in unconsolidated affiliates
 
65

 
 
65

 
Other Costs 2
 
280

 
 
280

 
Adjusted EBITDA
 
1,700

 
 
1,800

 

 
 
2019 Guidance
($ in millions)
 
Low
 
High
Income from Continuing Operations 1
 
965

 
 
1,165

 
Income Tax
 
15

 
 
15

 
Interest Expense
 
350

 
 
350

 
Depreciation, Amortization, Contract Amortization and ARO Expense
 
430

 
 
430

 
Adjustment to reflect NRG share of adjusted EBITDA in unconsolidated affiliates
 
40

 
 
40

 
Other Costs 2
 
50

 
 
50

 
Adjusted EBITDA
 
1,850

 
 
2,050

 

1.
For purposes of guidance, discontinued operations are excluded and fair value adjustments related to derivatives are assumed to be zero.
2.
2018 includes impairments, loss on debt extinguishment, deactivation costs, and cost-to-achieve expenses; 2019 includes deactivation costs and cost-to-achieve expenses









22




Appendix Table A-8: 2018 and 2019 FCFbG Guidance Reconciliation
The following table summarizes the calculation of Free Cash Flow before Growth providing reconciliation to Cash from Operations:




 
2018
2019
($ in millions)
 
Revised Guidance
Guidance
Adjusted EBITDA
 
$1,700 - $1,800

$1,850 - $2,050

Cash Interest payments
 
(445
)
(350
)
Cash Income tax
 
(15
)
(15
)
Collateral / working capital / other
 

(80
)
Cash From Operations
 
$1,240 - $1,340

$1,405 - $1,605

 
 
 
 
Adjusted Cash flow from operations
 
$1,240 - $1,340

$1,405 - $1,605

Maintenance capital expenditures, net
 
(170) - (180)

(145) - (165)

Environmental capital expenditures, net
 
(0) - (5)

(0) - (5)

Distributions to non-controlling interests
 
(10) - (20)

-

Free Cash Flow - before Growth
 
$1,050 - $1,150

$1,250 - $1,450


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. As NRG defines it, Adjusted EBITDA represents EBITDA excluding impairment losses, gains or losses on sales, dispositions or retirements of assets, any mark-to-market gains or losses from accounting for derivatives, adjustments to exclude the Adjusted EBITDA related to the non-controlling interest, gains or losses on the repurchase, modification or extinguishment of debt, the impact of restructuring and any extraordinary, unusual or non-recurring items plus adjustments to reflect the Adjusted EBITDA from our unconsolidated investments.  The reader is encouraged to evaluate each adjustment and the reasons NRG considers it appropriate for supplemental analysis. As an analytical tool, 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.

23



 
Management believes Adjusted EBITDA is useful to investors and other users of NRG's financial statements in evaluating its operating performance because it provides an additional tool to compare business performance across companies and across periods and adjusts for items that we do not consider indicative of NRG’s future operating performance. This measure is widely used by debt-holders to analyze operating performance and debt service capacity and by equity investors to measure our operating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired. Management uses Adjusted EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations, and for evaluating actual results against such expectations, and in communications with NRG's Board of Directors, shareholders, creditors, analysts and investors concerning its financial performance.
 
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, integration and related restructuring 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, integration related restructuring 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) is adjusted cash flow from operations less maintenance and environmental capital expenditures, net of funding, preferred stock dividends and distributions to non-controlling interests 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 as a measure of cash available for discretionary expenditures.
 
Free Cash Flow before Growth is utilized by Management in making decisions regarding the allocation of capital. Free Cash Flow before Growth is presented because the Company believes it is a useful tool for assessing the financial performance in the current period. In addition, NRG’s peers evaluate cash available for allocation in a similar manner and accordingly, it is a meaningful indicator for investors to benchmark NRG's performance against its peers. Free Cash Flow before Growth is a performance measure and is not intended to represent net income (loss), cash from operations (the most directly comparable U.S. GAAP measure), or liquidity and is not necessarily comparable to similarly titled measures reported by other companies.


24