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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

  X      Quarterly report pursuant to Section 13 or 15(d) of the Securities 
- -----    Exchange Act of 1934
      

         Transition report pursuant to Section 13 or 15(d) of the Securities
- -----    Exchange Act of 1934


For Quarter Ended June 30, 1998             Commission File Number     333-33397
                  -------------                                        ---------

                                NRG Energy, Inc.
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             (Exact name of registrant as specified in its charter)

         Delaware                                    41-1724239
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(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

1221 Nicollet Mall, Minneapolis, Minnesota              55403
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(Address of principal executive officers)             (Zip Code)

Registrant's telephone number, including area code               (612) 373-5300
                                                     ---------------------------

                                      None
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Former name, former address and former fiscal year, if changed since last report

         Indicated by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes   X      No        
                                   ------      -------

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                  Class                          Outstanding at August 10, 1998
         -------------------------               ------------------------------ 
         Common Stock, $1.00 par value                         1,000 Shares

         All outstanding common stock of NRG Energy, Inc., is owned beneficially
and of record by Northern States Power Company, a Minnesota corporation.

         The Registrant meets the conditions set forth in general instruction H
(1) (a) and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.






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      INDEX
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                                                                        PAGE NO.
                                                                        --------
      PART I


      Item 1    Consolidated Financial Statements and Notes                   

                Consolidated Statements of Income                           1

                Consolidated Balance Sheets                               2-3

                Consolidated Statements of Stockholder's Equity             4

                Consolidated Statements of Cash Flows                       5

                Notes to Financial Statements                             6-7

      Item 2    Management's Discussion and Analysis of Financial
                Condition and Results of Operations                      8-10


      PART II

      Item 1    Legal Proceedings                                          11

      Item 6    Exhibits, Financial Statements Schedules and Reports       12
                on Form 8-K





      SIGNATURES                                                           13



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PART I
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
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CONSOLIDATED STATEMENTS OF INCOME
NRG ENERGY, INC. AND SUBSIDIARIES
(UNAUDITED)

THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, (Thousands of Dollars) 1998 1997 1998 1997 - ------------------------------------------------------------------------------------------------------------------------- OPERATING REVENUES Revenues from wholly-owned operations $ 25,260 $ 21,020 $ 49,782 $ 42,685 Equity in earnings of unconsolidated affiliates 13,102 5,354 29,183 13,846 - ------------------------------------------------------------------------------------------------------------------------- Total operating revenues 38,362 26,374 78,965 56,531 - ------------------------------------------------------------------------------------------------------------------------- OPERATING COSTS AND EXPENSES Cost of wholly-owned operations 12,659 10,474 26,305 22,696 Depreciation and amortization 4,373 2,368 8,049 4,544 General, administrative, and development 11,210 9,206 24,380 18,039 - ------------------------------------------------------------------------------------------------------------------------- Total operating costs and expenses 28,242 22,048 58,734 45,279 - ------------------------------------------------------------------------------------------------------------------------- OPERATING INCOME 10,120 4,326 20,231 11,252 - ------------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE) Minority interest in earnings of consolidated subsidiary (128) - (1,160) - Other income, net 1,842 4,249 1,899 6,267 Interest expense (12,798) (7,119) (24,251) (11,182) - ------------------------------------------------------------------------------------------------------------------------- Total other expense (11,084) (2,870) (23,512) (4,915) - ------------------------------------------------------------------------------------------------------------------------- INCOME (LOSS) BEFORE INCOME TAXES ( 964) 1,456 (3,281) 6,337 INCOME TAXES - BENEFIT (7,933) (3,730) (16,339) (5,652) - ------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 6,969 $ 5,186 $ 13,058 $ 11,989 =========================================================================================================================
See notes to consolidated financial statements. 1 4 CONSOLIDATED BALANCE SHEETS NRG ENERGY, INC. AND SUBSIDIARIES (UNAUDITED)
JUNE 30, DECEMBER 31, (Thousands of Dollars) 1998 1997 - ----------------------------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 5,383 $ 11,986 Restricted cash 4,558 1,588 Accounts receivable-trade, less allowance for doubtful accounts of $100 17,565 15,520 Accounts receivable-affiliates 19,078 29,162 Current portion of notes receivable - affiliates 20,004 48,816 Current portion of notes receivable 3,537 3,729 Inventory 2,621 2,619 Prepayments and other current assets 3,840 5,002 - ----------------------------------------------------------------------------------------------------------------------- Total current assets 76,586 118,422 - ----------------------------------------------------------------------------------------------------------------------- PROPERTY, PLANT AND EQUIPMENT, AT ORIGINAL COST In service 271,129 255,433 Under construction 8,382 9,758 - ----------------------------------------------------------------------------------------------------------------------- 279,511 265,191 Less accumulated depreciation (85,561) (79,300) - ----------------------------------------------------------------------------------------------------------------------- Net property, plant and equipment 193,950 185,891 - ----------------------------------------------------------------------------------------------------------------------- OTHER ASSETS Investments in projects 781,496 694,655 Capitalized project costs 20,454 17,791 Notes receivable, less current portion - affiliates 62,282 71,759 Notes receivable, less current portion 3,744 4,624 Intangible assets, net of accumulated amortization of $2,559 and $2,012 20,418 21,414 Debt issuance costs, net of accumulated amortization of $1,201 and $779 6,258 6,569 Other assets, net of accumulated amortization of $5,824 and $4,782 45,935 46,977 - ----------------------------------------------------------------------------------------------------------------------- Total other assets 940,587 863,789 - ----------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 1,211,123 $ 1,168,102 =======================================================================================================================
See notes to consolidated financial statements. 2 5 CONSOLIDATED BALANCE SHEETS NRG ENERGY, INC. AND SUBSIDIARIES (UNAUDITED)
JUNE 30, DECEMBER 31, (Thousands of Dollars) 1998 1997 - ------------------------------------------------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES Current portion of long-term debt $ 6,193 $ 7,676 Revolving line of credit 175,000 122,000 Accounts payable-trade 6,835 16,101 Accrued income taxes 2,697 3,692 Accrued property and sales taxes 2,880 3,804 Accrued salaries, benefits and related costs 10,941 10,998 Accrued interest 8,183 6,310 Other current liabilities 10,970 10,508 - ------------------------------------------------------------------------------------------------------------------------ Total current liabilities 223,699 181,089 - ------------------------------------------------------------------------------------------------------------------------ LONG-TERM DEBT, LESS CURRENT PORTION 509,362 491,179 DEFERRED REVENUES 7,320 9,577 DEFERRED INCOME TAXES 6,976 11,968 DEFERRED INVESTMENT TAX CREDITS 1,470 1,598 DEFERRED COMPENSATION 2,186 2,175 MINORITY INTEREST IN SUBSIDIARY 12,813 19,818 - ------------------------------------------------------------------------------------------------------------------------ Total liabilities 763,826 717,404 - ------------------------------------------------------------------------------------------------------------------------ STOCKHOLDER'S EQUITY Common stock; $1 par value; 1,000 shares authorized; 1,000 shares issued and outstanding 1 1 Additional paid-in capital 431,913 431,913 Retained earnings 101,341 88,283 Accumulated other comprehensive income (85,958) (69,499) - ------------------------------------------------------------------------------------------------------------------------ Total Stockholder's Equity 447,297 450,698 - ------------------------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,211,123 $ 1,168,102 ========================================================================================================================
See notes to consolidated financial statements. 3 6 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY NRG ENERGY, INC. AND SUBSIDIARIES (UNAUDITED)
Accumulated Additional Other Total Common Stock Paid-in Retained Comprehensive Stockholder's (Thousands of Dollars) Capital Earnings Income Equity - ---------------------------------------------------------------------------------------------------------------------------------- BALANCES AT JANUARY 1, 1997 $ 1 $ 351,013 $ 66,301 $ 4,599 $ 421,914 Net Income 11,989 11,989 Foreign currency translation adjustments (18,444) (18,444) -------------- Comprehensive income (6,455) Capital contributions from parent 81,467 81,467 - ---------------------------------------------------------------------------------------------------------------------------------- BALANCES AT JUNE 30, 1997 $ 1 $ 432,480 $ 78,290 $ (13,845) $ 496,926 ================================================================================== BALANCES AT JANUARY 1, 1998 $ 1 431,913 $ 88,283 $ (69,499) $ 450,698 Net Income 13,058 13,058 Foreign currency translation adjustments (16,459) (16,459) --------------- Comprehensive income (3,401) - ---------------------------------------------------------------------------------------------------------------------------------- BALANCES AT JUNE 30, 1998 $ 1 $ 431,913 $ 101,341 $ (85,958) $ 447,297 ==================================================================================
See notes to consolidated financial statements. 4 7 CONSOLIDATED STATEMENTS OF CASH FLOWS NRG ENERGY, INC. AND SUBSIDIARIES (UNAUDITED)
SIX MONTHS ENDED JUNE 30, (Thousands of Dollars) 1998 1997 - -------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 13,058 $ 11,989 Adjustments to reconcile net income to net cash provided (used) by operating activities Undistributed equity earnings of unconsolidated affiliates (16,210) (12,957) Depreciation and amortization 8,049 4,544 Deferred income taxes and investment tax credits (5,120) 2,946 Cash provided (used) by changes in certain working capital items, net of acquisition and divestiture effects Accounts receivable (2,045) (13,951) Accounts receivable-affiliates 9,903 2,105 Accrued income taxes (995) 8,790 Prepayments and other current assets 1,162 2,092 Accounts payable-trade (9,266) (2,161) Accrued property and sales taxes (924) 40 Accrued salaried, benefits and related costs (57) 887 Accrued interest 1,585 (2,856) Other current liabilities 462 1,213 Cash (used) provided by changes in other assets and liabilities (62) 2,469 - -------------------------------------------------------------------------------------------------------------------- NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES (460) 5,150 - -------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Investments in projects (94,194) (298,517) Divestiture of projects 9,219 6,724 Changes in notes receivable 32,255 (35,809) Capital expenditures (14,320) (15,077) (Increase) decrease in restricted cash (2,970) 17,341 - -------------------------------------------------------------------------------------------------------------------- NET CASH USED BY INVESTING ACTIVITIES (70,010) (325,338) - -------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Capital contributions from parent - 81,467 Revolving line of credit 53,000 - Minority Interest (5,722) - Proceeds from issuance of long-term debt 22,658 250,325 Principal payments on long-term debt (6,069) (1,227) - -------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 63,867 330,565 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (6,603) 10,377 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,986 12,438 - -------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,383 $ 22,815 ====================================================================================================================
See notes to consolidated financial statements. 5 8 NRG ENERGY, INC. NOTES TO FINANCIAL STATEMENTS The Company is a wholly owned subsidiary of Northern States Power Company (NSP), a Minnesota corporation. Additional information regarding the Company can be found in NSP's Form 10-Q for the six months ended June 30, 1998. The accompanying unaudited consolidated financial statements have been prepared in accordance with SEC regulations for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in its Annual Report on Form 10-K for the year ended December 31, 1997 (Form 10-K). The following notes should be read in conjunction with such policies and other disclosures in the Form 10-K. Interim results are not necessarily indicative of results for a full year. In the opinion of management, the accompanying unaudited interim financial statements contain all material adjustments necessary to present fairly the consolidated financial position of the Company as of June 30, 1998 and December 31, 1997, the results of its operations for the three months and six months ended June 30, 1998 and 1997, and its cash flows and shareholders' equity for the six months ended June 30, 1998 and 1997. 1. BUSINESS DEVELOPMENTS In April, the Company along with its 50% partner, Dynegy, concluded the acquisition of the El Segundo Generating Station. The El Segundo Generating Station is a gas-fired plant with a capacity rating of 1,020 MW. Also during April, the Company exercised its option to acquire 16.8 million convertible, non-voting preference shares of Energy Development Limited (EDL) for $24.8 million, bringing the Company's total investment in EDL to $48.8 million or approximately a 35 percent ownership interest. EDL is a listed Australian company that owns 189 MW and operates 238 MW of generation throughout Australia and the United Kingdom. In June, the Company sold two affiliates, Wind Power Partners 1987 LP and Wind Power Partners 1988 LP, for $9.2 million. These companies were acquired as part of the Pacific Generation acquisition. There was no gain or loss recorded from the sale. In 1996, the Company formed a joint venture with Ansaldo Energia SpA, a major Italian industrial company ("Ansaldo"), and P.T. Kiani Metra, an Indonesian industrial company ("PTKM") to develop a 400-megawatt coal-fired power generation facility in West Java, Indonesia, through P.T. Dayslistrik Pratama ("PTDP"), a limited liability company created by the joint venturers. The Company and Ansaldo each have an ownership interest of 45 percent in PTDP, and PTKM has an ownership interest of 10 percent. As a result of the political and economic instability in Indonesia, all development efforts have been temporarily halted and the viability of the project is uncertain. As of June 30, 1998, the Company had invested $9.9 million in the project, including land acquisition and capitalized development costs. In addition, the Company has an interest rate hedge in place for a portion of the equity commitment to PTDP. If the hedge was marked-to market as of June 30, 1998, the Company would incur a settlement obligation of $5.2 million. If the West Java projects does not go forward, the Company would write down the majority of these costs. However, at this time, management remains committed to the project. Consequently, no impairment loss has been recognized as of June 30, 1998. 2. COMMITMENTS AND CONTINGENT LIABILITIES In April, 1998, an employee of the Company was sued in Minnesota State Court by the estate of a former co-employee who died as a result of work-related injuries sustained in an incident which occurred in 1996. 6 9 On July 31, 1998, an arbitration panel required NRG to offer its interest in the Mid-Continent Power Company project to the Company's 45% owned affiliate, Cogeneration Corporation of America, formerly known as NRG Generating (U.S.) Inc. See Part II, Item 1 for further discussion of this matter. At the present time, it is not possible to assess the potential exposure to the Company related to these claims. 3. SUMMARIZED INCOME STATEMENT INFORMATION OF AFFILIATES The Company has 20-50% investments in three companies that are considered significant subsidiaries, as defined by applicable SEC regulations, and accounts for those investments using the equity method. The following summarizes the income statements of these unconsolidated entities:
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, (Thousands of Dollars) 1998 1997 1998 1997 ------------------------------------ ----------------------------- Net sales $ 137,831 $ 177,222 $ 399,302 $ 355,358 Other income (expense) 8,946 2,985 (509) 2,932 Costs and expenses: Cost of sales 117,824 146,717 229,953 287,211 General and administrative 4,738 8,532 12,320 20,036 ------------------------------------ ----------------------------- 122,562 155,249 242,273 307,247 ------------------------------------ ----------------------------- Income before income taxes 24,215 24,958 156,520 51,043 Income taxes 3,846 7,146 5,612 13,263 ------------------------------------ ----------------------------- Net income $ 20,369 $ 17,812 $ 150,908 $ 37,780 ==================================== ============================= Company's share of net income $ 7,566 $ 6,645 $ 13,395 $ 14,334 ==================================== =============================
4. NEW ACCOUNTING PRONOUNCEMENTS In 1998, the Company adopted Financial Accounting Standard Statement (SFAS) No. 130, "Reporting Comprehensive Income." This statement establishes rules for reporting comprehensive income and its components. Comprehensive income consists of net income and foreign currency translation adjustments and is presented in the Consolidated Statement of Stockholder's Equity. Accumulated Other Comprehensive Income, as presented therein and on the Balance Sheet, consists solely of foreign currency translation adjustments. The adoption of SFAS No. 130 had no impact on total stockholder's equity. Certain reclassifications to prior year financial statements have been made in order to conform to the SFAS No. 130 requirements. In 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." This Statement establishes standards for reporting information about operating segments in annual financial statements and requires that companies report selected information by operating segments in interim financial reports. The Company will be required to adopt this statement in its December 31, 1998 financial reports. The Company has not yet determined its reportable segments under the statement. In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement requires that all derivatives be recognized at fair value in the Balance Sheet, and that changes in fair value be recognized either currently in earnings or deferred as a component of Other Comprehensive Income, depending on the intended use of derivative and the resulting designation (e.g., as a qualifying hedge). The Company will be required to adopt this statement in the third quarter of 1999, but can elect to adopt it in 1998. The Company has not yet determined the potential impacts of implementing this statement or the expected adoption date. 7 10 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS - -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition is omitted per conditions as set forth in General Instructions H (1) (a) and (b) of Form 10-Q for wholly owned subsidiaries. It is replaced with management's narrative analysis of the results of operations set forth in General Instructions H (2) (a) of Form 10-Q for wholly owned subsidiaries (reduced disclosure format). This analysis will primarily compare the Company's revenue and expense items for the six month periods ended June 30, 1998 and June 30, 1997. RESULTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997 Net income for the six months ended June 30, 1998, was $13.1 million, an increase of $1.1 million or 9%, compared to net income of $12.0 million for the same period in 1997. The Company reported a loss before taxes of $3.3 million in 1998 as compared to net income of $6.3 million during the same period one year earlier. The increase in net income was due to new projects and increased tax benefits, partially offset by increased interest expense on corporate debt. OPERATING REVENUES For the six months ended June 30, 1998, the Company had total revenues of $79.0 million, compared to $56.5 million for the six months ended June 30, 1997, an increase of 40%. The Company's operating revenues from wholly owned operations for the six months ended June 30, 1998 were $49.8 million, an increase of $7.1 million, or 17%, over the same period in 1997. The increase in the six month revenues was due primarily to new projects, including San Diego Power and Cooling and certain Pacific Generation operations. This increase was partially offset by lower revenues from certain heating and cooling subsidiaries due to the unusually mild weather. For the six months ended June 30, 1998, revenues from wholly owned operations consisted primarily of revenue from heating, cooling and thermal activities (46%), electric generation (47%) and technical services (7%). Equity in earnings of unconsolidated affiliates was $29.2 million for the six months ended June 30, 1998, compared to $13.8 million for the six months ended June 30, 1997, an increase of 111%. The increase was due to new projects, including El Segundo and certain Pacific Generation operations, an increase in the Company's holdings in EDL and higher earnings from MIBRAG. OPERATING COSTS AND EXPENSES Operating costs and expenses for the six months ended June 30, 1998, were $58.7 million, an increase of $13.4 million or 29.7%, compared to $45.3 million for the same period in 1997. As a percent of revenue, operating costs and expense were 74.4% as compared to 80.1% during the same period one year earlier. Costs of wholly-owned operations were $26.3 million for the six months ended June 30, 1998. This is an increase of $3.6 million or 16% over the same period in 1997. The increase was primarily due to new projects including certain Pacific Generation and NEO subsidiaries. Costs of wholly-owned operations as a percentage of revenues from wholly-owned operations for the six month period was 53%, approximately the same amount as for the same period in 1997. Depreciation and amortization costs were $8.0 million for the six months ended June 30, 1998, compared to $4.5 million for the six months ended June 30, 1997. The depreciation and amortization increase was due primarily to increased amortization of goodwill related to the Pacific Generation acquisition and additional depreciation from new NEO projects. 8 11 General, administrative and development costs were $24.4 million for the six months ended June 30, 1998, compared to $18.0 million for the six months ended June 30, 1997. The increase was due primarily to increased business development activities and increased legal, technical, and accounting expenses resulting from expanded operations. OTHER INCOME (EXPENSE) Other expense for the six months ended June 30, 1998, was $23.5 million, an increase of $18.6 million, compared to $4.9 million for the same period in 1997. As a percent of revenue, other expense for the six months was 29.8% as compared to 8.7% during the same period one year earlier. Minority interest in projects was $1.2 million for the six month period ended June 30, 1998, versus zero for the same period in 1997. Minority interest relates to the Pacific Generation acquisition that took place in the fourth quarter of 1997. Other income was $1.9 million for the six months ended June 30, 1998 compared with $6.3 million for the six months ended June 30, 1997. The decline was due primarily to a reduction in short term investments. Interest expense was $24.2 million for the six months ended June 30, 1998 compared with $11.2 million for the six months ended June 30, 1997. The increase in interest expense was due primarily to the issuance of the $250 million Senior Notes in June 1997, interest on the Company's revolving line of credit, new debt obtained for certain NEO projects and debt assumed as part of the Pacific Generation acquisition. INCOME TAX The Company has recognized an income tax benefit due to domestic tax losses and the recognition of certain tax credits. The net income tax benefit for the six months ended June 30, 1998, increased by $10.7 million to $16.3 million as compared to the same period one year earlier. The increase in tax benefits was due to increased interest expense on corporate debt, an increase in Section 29 energy credits, and foreign tax benefits associated with the Loy Yang project. YEAR 2000 ISSUE NRG is in the process of examining year 2000 issues and is partnering with its parent, NSP, in employing a systematic approach to deal with the Year 2000 issue. The Company expects to be well along in the process of completing its analysis by the end of 1998. As part of the process, the Company is verifying that all critical hardware and software systems within the corporate, subsidiary and affiliate operations will not incur year 2000 issues. Additionally, the Company, in conjunction with NSP, is working with its significant suppliers to identify and eliminate any business interruptions due to year 2000 issues in the suppliers' business processes. The cost to address the Year 2000 issues has not yet been fully determined. Despite these efforts, there can be no assurances that every year 2000 related issue will be identified and addressed beforehand. FORWARD-LOOKING STATEMENTS In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause the Company's actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following: - Economic conditions including inflation rates and monetary fluctuations; - Trade, monetary, fiscal, taxation, and environmental policies of governments, agencies and similar organizations in geographic areas where the Company has a financial interest; - Customer business conditions including demand for their products or services and supply of labor and materials used in creating their products and services; - Financial or regulatory accounting principles or policies imposed by the Financial Accounting Standards Board, the Securities and Exchange Commission, the Federal Energy Regulatory Commission and similar entities with regulatory oversight; 9 12 - Availability or cost of capital such as changes in: interest rates; market perceptions of the power generation industry, the Company or any of its subsidiaries; or security ratings; - Factors affecting power generation operations such as unusual weather conditions; catastrophic weather-related damage; unscheduled generation outages, maintenance or repairs; unanticipated changes to fossil fuel, or gas supply costs or availability due to higher demand, shortages, transportation problems or other developments; environmental incidents; or electric transmission or gas pipeline system constraints; - Employee workforce factors including loss or retirement of key executives, collective bargaining agreements with union employees, or work stoppages; - Increased competition in the power generation industry; - Cost and other effects of legal and administrative proceedings, settlements, investigations and claims; - Technological developments that result in competitive disadvantages and create the potential for impairment of existing assets; - Factors associated with various investments including conditions of final legal closing, foreign government actions, foreign economic and currency risks, political instability in foreign countries, partnership actions, competition, operating risks, dependence on certain suppliers and customers, domestic and foreign environmental and energy regulations; - Limitations on the Company's ability to control the development or operation of projects in which the Company has less than 100% interest; - Other business or investment considerations that may be disclosed from time to time in the Company's Securities and Exchange Commission filings or in other publicly disseminated written documents, including the Company's Registration Statement No. 333-33397, as amended. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors pursuant to the Act should not be construed as exhaustive. 10 13 PART II ITEM 1 - LEGAL PROCEEDINGS - -------------------------------------------------------------------------------- On July 31, 1998, an arbitration panel ordered the Company to offer its interest in the Mid-Continent Power Company ("MCPC") facility to the Company's 45% owned affiliate Cogeneration Corporation of America ("CogenAmerica") (formerly known as NRG Generating (U.S.) Inc.) and enjoined the Company's pending sale of the MCPC facility to a wholly-owned subsidiary of OGE Energy Corp. ("OGE Energy"). In accordance with the arbitration panel's order, on August 4, 1998 the Company offered is interest in the MCPC facility to CogenAmerica on the same terms as it had agreed to sell to OGE Energy. Under the order, CogenAmerica has 30 days from such date in which to accept the Company's offer, and if the offer is not accepted in that time period, the Company has the right to request that the arbitration panel lift the injunction. Finally, if CogenAmerica accepts the offer, the Company will be required to finance the purchase price of approximately $25 million in the event that other financing is not commercially available to CogenAmerica. Other legal proceedings are set forth in Part I, Item 3 of the Company's Form 10-K for the year ended December 31, 1997 and in Part II, Item 1 of the Company's Form 10-Q for the quarter ended March 31, 1998. 11 14 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K - -------------------------------------------------------------------------------- (a) Exhibits 27 Financial data schedule for the six month period ended June 30, 1998 (b) None 12 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NRG ENERGY, INC. ---------------- (Registrant) --------------------------------- Leonard A. Bluhm Executive Vice President and Chief Financial Officer (Principal Financial Officer) ------------------------------------ David E. Ripka Controller (Principal Accounting Officer) Date: August 12, 1998 --------------- 13
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30, 1998 FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q. 1,000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 5,383 0 21,202 100 2,621 76,586 279,511 85,561 1,211,123 223,699 509,362 0 0 1 447,296 1,211,123 49,782 78,965 26,305 58,734 (739) 0 24,251 (3,281) (16,339) 13,058 0 0 0 13,058 0 0