UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 2019.
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to .
Commission file No. 001-15891
NRG Energy, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
804 Carnegie Center , Princeton , New Jersey
(Address of principal executive offices)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol(s)||Name of Exchange on Which Registered|
|Common Stock, par value $0.01||NRG||New York Stock Exchange|
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒
|Accelerated filer ☐||Non-accelerated filer ☐||Smaller reporting company ||☐|
|Emerging growth company ||☐|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of the last business day of the most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held by non-affiliates was approximately $7,893,678,070 based on the closing sale price of $35.12 as reported on the New York Stock Exchange.
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.
|Class|| ||Outstanding at February 27, 2020|
|Common Stock, par value $0.01 per share|| ||247,656,747 || |
Documents Incorporated by Reference:
Portions of the Registrant's definitive Proxy Statement relating to its 2020 Annual Meeting of Stockholders
are incorporated by reference into Part III of this Annual Report on Form 10-K
TABLE OF CONTENTS
Glossary of Terms
When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:
|2023 Term Loan Facility||The Company's $1.7 billion (as of December 31, 2018) term loan facility due 2023, a component of the Senior Credit Facility, which was repaid during the second quarter of 2019|
|Adjusted EBITDA||Adjusted earnings before interest, taxes, depreciation and amortization|
|ARO||Asset Retirement Obligation|
|ASC||The FASB Accounting Standards Codification, which the FASB established as the source of authoritative GAAP|
|ASU||Accounting Standards Updates – updates to the ASC|
|Average realized prices||Volume-weighted average power prices, net of average fuel costs and reflecting the impact of settled hedges|
|Bankruptcy Code||Chapter 11 of Title 11 of the U.S. Bankruptcy Code|
|Bankruptcy Court||United States Bankruptcy Court for the Southern District of Texas, Houston Division|
|Baseload||Units expected to satisfy minimum baseload requirements of the system and produce electricity at an essentially constant rate and run continuously|
|BETM||Boston Energy Trading and Marketing LLC|
|BTU||British Thermal Unit|
|Business Solutions||NRG's business solutions group, which includes demand response, commodity sales, energy efficiency and energy management services|
|CAA||Clean Air Act|
|CAISO||California Independent System Operator|
|Carlsbad||Carlsbad Energy Center, a 528 MW natural gas-fired project located in Carlsbad, CA|
|CCF||Carbon Capture Facility|
|CCR||Coal Combustion Residuals|
|CDD||Cooling Degree Day|
|CDWR||California Department of Water Resources|
|CFTC||U.S. Commodity Futures Trading Commission|
|Chapter 11 Cases||Voluntary cases commenced by the GenOn Entities under the Bankruptcy Code in the Bankruptcy Court|
|C&I||Commercial, industrial and governmental/institutional|
|CES||Clean Energy Standard|
|Cleco||Cleco Corporate Holdings LLC|
|Carbon Dioxide Equivalents|
|Company||NRG Energy, Inc.|
|Convertible Senior Notes||As of December 31, 2019, consists of NRG’s $575 million unsecured 2.75% Convertible Senior Notes due 2048|
|Cottonwood||Cottonwood Generating Station, a 1,153 MW natural gas-fueled plant|
|CPP||Clean Power Plan|
|CPUC||California Public Utilities Commission|
|CWA||Clean Water Act|
|D.C. Circuit||U.S. Court of Appeals for the District of Columbia Circuit|
|Distributed Solar||Solar power projects that primarily sell power to customers for usage on site, or are interconnected to sell power into a local distribution grid|
|DNREC||Delaware Department of Natural Resources and Environmental Control|
|DSI||Dry Sorbent Injection |
|DSU||Deferred Stock Unit|
|Economic gross margin||Sum of energy revenue, capacity revenue, retail revenue and other revenue, less cost of fuels and other cost of sales|
|EGU||Electric Generating Unit|
|Emani||European Mutual Association for Nuclear Insurance|
|EME||Edison Mission Energy|
|EMAAC||Eastern Mid-Atlantic Area Council|
|Energy Plus Holdings||Energy Plus Holdings LLC|
|EPA||U.S. Environmental Protection Agency|
|EPC||Engineering, Procurement and Construction|
|ERCOT||Electric Reliability Council of Texas, the Independent System Operator and the regional reliability coordinator of the various electricity systems within Texas|
|ESCO||Energy Service Companies|
|ESPP||NRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan|
|ESPS||Existing Source Performance Standards|
|Exchange Act||The Securities Exchange Act of 1934, as amended|
|FASB||Financial Accounting Standards Board|
|FERC||Federal Energy Regulatory Commission|
|FGD||Flue gas desulfurization|
|FPA||Federal Power Act|
|FTRs||Financial Transmission Rights|
|GAAP||Generally accepted accounting principles in the U.S.|
|GenConn||GenConn Energy LLC|
|GenOn||GenOn Energy, Inc.|
|GenOn Americas Generation||GenOn Americas Generation, LLC|
|GenOn Entities||GenOn and certain of its wholly owned subsidiaries, including GenOn Americas Generation, that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court on June 14, 2017|
|GenOn Mid-Atlantic||GenOn Mid-Atlantic, LLC and, except where the context indicates otherwise, its subsidiaries, which include the coal generation units at two generating facilities under operating leases|
|GIP||Global Infrastructure Partners|
|Green Mountain Energy||Green Mountain Energy Company|
|Guam||NRG's wholly owned subsidiary NRG Solar Guam, LLC that was sold during the first quarter of 2019|
|HAP||Hazardous Air Pollutant|
|HDD||Heating Degree Day|
|Heat Rate||A measure of thermal efficiency computed by dividing the total BTU content of the fuel burned by the resulting kWhs generated. Heat rates can be expressed as either gross or net heat rates, depending whether the electricity output measured is gross or net generation and is generally expressed as BTU per net kWh|
|HLBV||Hypothetical Liquidation at Book Value|
|HLW||High-level radioactive waste|
|IPPNY||Independent Power Producers of New York|
|ISO||Independent System Operator, also referred to as RTOs|
|ISO-NE||ISO New England Inc.|
|ITC||Investment Tax Credit|
|LaGen||Louisiana Generating LLC|
|LIBOR||London Inter-Bank Offered Rate|
|LSE||Load Serving Entities|
|LTIPs||Collectively, the NRG LTIP and the NRG GenOn LTIP|
|LTSA||Long-Term Service Agreement|
|Mass Market||Residential and small commercial customers|
|MATS||Mercury and Air Toxics Standards promulgated by the EPA|
|Merger||The merger completed on December 14, 2012 by NRG and GenOn pursuant to the Merger Agreement|
|Midwest Generation||Midwest Generation, LLC|
|MISO||Midcontinent Independent System Operator, Inc.|
|MMBtu||Million British Thermal Units|
|MSU||Market Stock Unit|
|MWh||Saleable megawatt hour net of internal/parasitic load megawatt-hour|
|NAAQS||National Ambient Air Quality Standards|
|NEIL||Nuclear Electric Insurance Limited|
|NEPOOL||New England Power Pool|
|NERC||North American Electric Reliability Corporation|
|Net Capacity Factor||The net amount of electricity that a generating unit produces over a period of time divided by the net amount of electricity it could have produced if it had run at full power over that time period. The net amount of electricity produced is the total amount of electricity generated minus the amount of electricity used during generation|
|Net Exposure||Counterparty credit exposure to NRG, net of collateral|
|Net Generation||The net amount of electricity produced, expressed in kWhs or MWhs, that is the total amount of electricity generated (gross) minus the amount of electricity used during generation|
|NJBPU||New Jersey Board of Public Utilities|
|NOL||Net Operating Loss|
|NPDES||National Pollutant Discharge Elimination System|
|NPNS||Normal Purchase Normal Sale|
|NQSO||Non-Qualified Stock Option|
|NRC||U.S. Nuclear Regulatory Commission|
|NRG||NRG Energy, Inc.|
|NRG GenOn LTIP||NRG 2010 Stock Plan for GenOn Employees (formerly the GenOn Energy, Inc. 2010 Omnibus Incentive Plan, which was assumed by NRG in connection with the Merger)|
|NRG LTIP||NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan|
|NRG Yield, Inc.||NRG Yield, Inc., which changed it's name to Clearway energy, Inc. following the sale by NRG or NRG Yield and the Renewables Platform to GIP|
|Nuclear Decommissioning Trust Fund||NRG's nuclear decommissioning trust fund assets, which are for the Company's portion of the decommissioning of the STP, units 1 & 2|
|Nuclear Waste Policy Act||U.S. Nuclear Waste Policy Act of 1982|
|NYISO||New York Independent System Operator|
|NYMEX||New York Mercantile Exchange|
|NYSDEC||New York State Department of Environmental Conservation|
|NYSPSC||New York State Public Service Commission|
|OCI/OCL||Other Comprehensive Income/(Loss)|
|ORDC||Operating Reserve Demand Curve |
|Peaking||Units expected to satisfy demand requirements during the periods of greatest or peak load on the system|
|PER||Peak Energy Rent|
|PG&E||PG&E Corporation (NYSE: PCG) and its primary operating subsidiary, Pacific Gas and Electric Company|
|Pipeline||Projects that range from identified lead to shortlisted with an offtake, and represents a lower level of execution certainty|
|PJM||PJM Interconnection, LLC|
|PM2.5||Particulate Matter that has a diameter of less than 2.5 micrometers|
|PPA||Power Purchase Agreement|
|PPM||Parts per million|
|PSU||Performance Stock Unit|
|PTC||Production Tax Credit|
|PUCT||Public Utility Commission of Texas|
|RCE||Residential Customer Equivalent, a single RCE represents 10,000 kWh of electricity|
|RCRA||Resource Conservation and Recovery Act of 1976|
|RECs||Renewable Energy Certificates|
|Reliant Energy||Reliant Energy Retail Services, LLC|
|REMA||NRG REMA LLC, which leases a 100% interest in the Shawville generating facility and 16.7% and 16.5% interests in the Keystone and Conemaugh generating facilities, respectively|
|Renewables||Consist of the following projects retained by NRG: Agua, Ivanpah, NFL stadiums|
|Renewables Platform||The renewable operating and development platform sold to GIP with NRG's interest in NRG Yield.|
|Restructuring Support Agreement||Restructuring Support and Lock-Up Agreement, dated as of June 12, 2017 and as amended on October 2, 2017, by and among GenOn Energy, Inc., GenOn Americas Generation, LLC, and subsidiaries signatory thereto, NRG Energy, Inc. and the noteholders signatory thereto|
|Retail ||Reporting segment that includes NRG's retail residential, commercial and industrial businesses|
|Revolving Credit Facility||The Company's $2.6 billion revolving credit facility, a component of the Senior Credit Facility, due 2024 was amended on May 28, 2019|
|RGGI||Regional Greenhouse Gas Initiative|
|ROFO||Right of First Offer|
|ROFO Agreement||Second Amended and Restated Right of First Offer Agreement by and between NRG Energy, Inc. and NRG Yield, Inc.|
|RPM||Reliability Pricing Model|
|RPS||Renewable Portfolio Standards|
|RPSU||Relative Performance Stock Unit|
|RSU||Restricted Stock Unit|
|RTO||Regional Transmission Organization|
|SCE||Southern California Edison Company|
|SCR||Selective Catalytic Reduction Control System|
|SDG&E||San Diego Gas & Electric|
|SEC||U.S. Securities and Exchange Commission|
|Securities Act||The Securities Act of 1933, as amended|
|Senior Credit Facility||NRG's senior secured credit facility, comprised of the Revolving Credit Facility and the 2023 Term Loan Facility. The 2023 Term Loan Facility was repaid in the second quarter of 2019|
|Senior Notes||As of December 31, 2019, NRG's $3.8 billion outstanding unsecured senior notes consisting of $1.0 billion of the 7.25% senior notes due 2026, $1.23 billion of the 6.625% senior notes due 2027, $821 million of 5.75% senior notes due 2028 and $733 million of the 5.25% senior notes due 2029|
|Senior Secured Notes||As of December 31, 2019, NRG’s $1.1 billion outstanding Senior Secured First Lien Notes consists of $600 million of the 3.75% Senior Secured First Lien Notes due 2024 and $500 million of the 4.45% Senior Secured First Lien Notes due 2029|
|Services Agreement||NRG provided GenOn with various management, personnel and other services, which include human resources, regulatory and public affairs, accounting, tax, legal, information systems, treasury, risk management, commercial operations, and asset management, as set forth in the services agreement with GenOn|
|Settlement Agreement||A settlement agreement and any other documents necessary to effectuate the settlement among NRG, GenOn, and certain holders of senior unsecured notes of GenOn Americas Generations and GenOn, and certain of GenOn's direct and indirect subsidiaries|
|SNF||Spent Nuclear Fuel|
|South Central Portfolio||NRG's South Central Portfolio, which owned and operated a portfolio of generation assets consisting of Bayou Cove, Big Cajun-I, Big Cajun-II, Cottonwood and Sterlington, was sold on February 4, 2019. NRG is leasing back the Cottonwood facility through May 2025|
|SPP||Solar Power Partners|
|S&P||Standard & Poor's|
|STP||South Texas Project — nuclear generating facility located near Bay City, Texas in which NRG owns a 44% interest|
|STPNOC||South Texas Project Nuclear Operating Company|
|Tax Act||The Tax Cuts and Jobs Act of 2017|
|Texas Genco||Texas Genco LLC|
|TSA||Transportation Services Agreement|
|TSR||Total Shareholder Return|
|TWCC||Texas Westmoreland Coal Co.|
|UPMC||University of Pittsburgh Medical Center|
|U.S.||United States of America|
|U.S. DOE||U.S. Department of Energy|
|Utility-Scale Solar||Solar power projects, typically 20 MW or greater in size (on an alternating current basis), that are interconnected into the transmission or distribution grid to sell power at a wholesale level|
|VaR||Value at Risk|
|VIE||Variable Interest Entity|
|WECC||Western Electricity Coordinating Council|
|ZECs||Zero Emissions Credits|
Item 1 — Business
NRG Energy, Inc., or NRG or the Company, is an integrated power company built on dynamic retail brands with diverse generation assets. NRG brings the power of energy to customers by producing and selling electricity and related products and services in major competitive power markets in the U.S. and Canada in a manner that delivers value to all of NRG's stakeholders. NRG is a customer-driven business focused on perfecting the integrated model by balancing retail load with generation supply within its deregulated markets. The Company sells energy, services, and innovative, sustainable products and services directly to retail customers under the brand names NRG, Reliant, Green Mountain Energy, Stream, and XOOM Energy, as well as other brand names owned by NRG, supported by approximately 23,000 MW of generation as of December 31, 2019. NRG was incorporated as a Delaware corporation on May 29, 1992.
NRG divested non-core businesses including, among others: (i) NRG Yield, Inc. and the Renewables Platform during 2018; and (ii) the South Central Portfolio during 2019.
The Company previously owned GenOn Energy, Inc. which filed for bankruptcy on June 14, 2017. As a result of the bankruptcy filing, NRG determined it no longer controlled GenOn and deconsolidated GenOn and its subsidiaries for financial reporting purposes. On December 14, 2018, GenOn emerged from bankruptcy as a standalone company no longer owned by NRG.
Since 2017, the Company has been executing its three-year Transformation Plan, which includes targets related to operations and cost excellence, portfolio optimization, and capital structure and allocation enhancement. See Item 7 – Management’s Discussion and Analysis of Financial Conditions and Results of Operations for further discussion.
NRG's strategy is to maximize stockholder value through the safe production and sale of reliable power to its customers in the markets it serves, while positioning the Company to provide innovative solutions to the end-use energy customer. This strategy is intended to enable the Company to optimize its integrated model to generate stable and predictable cash flow, significantly strengthen earnings and cost competitiveness, and lower risk and volatility.
To effectuate the Company’s strategy, NRG is focused on: (i) serving the energy needs of end-use residential, commercial and industrial customers in competitive markets through multiple brands and channels with a variety of retail energy products and services differentiated by innovative features, premium service, sustainability, and loyalty/affinity programs; (ii) offering innovative and renewable energy solutions for customers; (iii) excellence in operating performance of its existing assets; (iv) optimal hedging of NRG's net retail and generation positions; and (v) engaging in disciplined and transparent capital allocation.
Sustainability is an integral piece of NRG's strategy and ties directly to business success, reduced risks and brand value. On September 24, 2019, NRG announced the acceleration of its science-based GHG emissions reduction goals to align with prevailing climate science, limiting warming to a 1.5 degree Celsius scenario. Under its new GHG emissions reduction timeline, NRG is targeting to achieve a 50% reduction by 2025 and net-zero emissions by 2050, from a 2014 baseline.
The Company’s core business is the sale of electricity and natural gas to residential, commercial and industrial customers, supported by the Company's wholesale generation.
Beginning in 2020, the Company is managing its integrated model based on the combined results of the retail and wholesale generation businesses. The Company’s integrated model consists of three core functions: Customer Operations, Market Operations and Plant Operations, which directly support each other in each geographic region. The Company’s integrated model provides the advantage of being able to supply the Company’s retail customers with electricity from the Company’s assets, which reduces the need to sell power to and buy power from other institutions and intermediaries, resulting in stable earnings and cash flows, lower transaction costs and less credit exposure. The integrated model also results in a reduction in actual and contingent collateral through offsetting transactions, thereby minimizing transactions with third parties.
NRG provides energy and related services to residential, industrial and commercial customers at either fixed, indexed or variable prices through various brands and sales channels across the U.S. and Canada. Residential and small commercial (Mass market) customers typically contract for terms ranging from one month to five years, while industrial and large commercial (C&I) contracts are often between one year and five years in length. NRG sold approximately 69 TWhs of electricity and 23 MMDth of natural gas in 2019 and served approximately 3.7 million customers as of December 31, 2019, making it one of the largest competitive energy retailers in the U.S. In any given year, the quantity of TWhs and MMDth sold can be affected by weather, economic conditions and competition. As of the end of 2019, NRG had recurring electricity and/or natural gas sales in
19 U.S. states, the District of Columbia, and 2 provinces in Canada. NRG's retail brands, collectively, have the largest share of competitively served residential electric customers in Texas and nationwide.
The vast majority of the Company’s business is in Texas, where the Company’s generation supply is fully integrated with its retail load. In the East, the Company’s retail load is more disperse throughout the region and not fully integrated with the Company’s generation supply due to the location of its power plants in that region. In the West, the Company’s business is primarily generation supply.
The charts below illustrate NRG's U.S. retail capabilities, power generation and net capacity as of and for the year ended December 31, 2019:
Customer Operations is responsible for growing and retaining the customer base and delivering an outstanding customer experience. This includes acquisition and retention of all of NRG’s residential, small commercial, government and commercial & industrial customers. NRG employs a multi-brand strategy that leverages a wide array of sales and partnership channels, direct face-to-face sales channels, call centers, websites, and brokers. Go-to-market activities include market strategy planning and development, product innovation, offer design, campaign execution, marketing and creative services, and selling. Customer portfolio maintenance and retention activities include fulfillment, billing, payment processing, collections, customer service, issue resolution, and contract renewals. Throughout all Customer Operations activities, the customer experience is kept at the forefront to inform decision-making and optimize retention, while creating supporters and advocates for NRG’s brands in the market.
NRG sells a variety of products to residential and small commercial customers including retail electricity and energy management, natural gas, home security, line and surge protection products, HVAC installation, repair and maintenance, carbon offsets, back-up power stations, portable power, portable solar and portable lighting. Mass market customers make purchase decisions based on a variety of factors, including price, incentive, customer service, brand, innovative offers/features and referrals from friends and family. Through its broad range of service offerings and value propositions, NRG is able to attract, retain, and increase the value of its customer relationships. NRG's brands are recognized for exemplary customer service, innovative smart energy and technology product offerings, and environmentally-friendly solutions.
The Company also provides retail services, including demand response, commodity sales, energy efficiency and energy management solutions to C&I customers. The Company is an integrated provider of supply and distributed energy resources and focuses on distributed products and services as businesses seek greater reliability, cleaner power and/or other benefits that they cannot obtain from the grid. These solutions include system power, distributed generation, renewable products, carbon management and specialty services, backup generation, storage and distributed solar, demand response, and energy efficiency and advisory services. In providing on-site energy solutions, the Company often benefits from its ability to supply energy products from its wholesale generation portfolio to C&I customers. In 2019, the Company sold approximately 20 TWhs of electricity to C&I customers and managed approximately 2,000 MWs of demand response positions across its portfolio.
Market Operations has two primary objectives: (i) to supply load to our customers in the most cost-efficient manner; and (ii) to maximize the value of any excess generation after satisfying the Company’s customer load requirements. These objectives are intended to reduce supply costs and maximize earnings with predictable cash flows.
To meet these objectives, NRG enters into supply, power sales and hedging arrangements via a wide range of products and contracts, including (i) renewable PPAs, (ii) capacity auctions and other contracted revenue sources, (iii) fuel supply and transportation contracts, and (iv) natural gas derivative instruments and other financial instruments.
In addition, because changes in power prices in the markets where NRG operates are generally correlated to changes in natural gas prices, NRG uses hedging strategies that may include power and natural gas forward purchases and sales contracts to manage the commodity price risk.
During 2019, NRG began procuring mid to long-term renewable generation through power purchase agreements. As of December 31, 2019, NRG has entered into PPAs in Texas totaling approximately 1,600 MWs with third-party project developers and other counterparties. The average tenor of these agreements is ten years. The Company expects to continue evaluating and executing agreements, such as these, that support the needs of the business.
Capacity and Other Contracted Revenue Sources
NRG's revenues and cash flows, primarily in the East and West, benefit from capacity/demand payments and other contracted revenue sources, originating from market clearing capacity prices, resource adequacy contracts, tolling arrangements and other long-term contractual arrangements.
The Company's largest sources of capacity revenues are capacity auctions in PJM, ISO-NE and NYISO. Both PJM and ISO-NE operate a pay-for-performance model where capacity payments are modified based on real-time performance and NRG's actual revenues will be the combination of revenues based on the cleared auction MWs plus the net of any over- and under-performance of NRG's respective generation assets. The Company primarily sells physical capacity forward through bilateral contracts for our New York assets. To the extent NRG is not able to enter into a physical bilateral contract, NRG will sell the remaining capacity into the NYISO six month strip, monthly or spot auctions
◦2023/2024 ISO-NE Auction Results - On February 5, 2020 ISO-NE announced the results of its 2023/2024 forward capacity auction. NRG cleared 784 MW of capacity. NRG's expected capacity revenues from the auction for the 2023/2024 delivery year are approximately $18 million.
◦PJM Auction Results — PJM announced during 2019 it was suspending all auction deadlines relating to Base Residual Auctions for 2022/2023 and 2023/2024 delivery year, consistent with FERC’s July 25, 2019 Order. Refer to the Capacity Market Reforms Filing discussion within the Regional Regulatory Developments section below for further discussion.
In California, there is a resource adequacy requirement that is primarily satisfied through bilateral contracts. Such bilateral contracts are typically short-term resource adequacy contracts. When bilateral contracting does not satisfy the resource adequacy need, such shortfalls can be addressed through procurement tools administered by the CAISO, including the capacity procurement mechanism or reliability must-run contracts.
Fuel Supply and Transportation
NRG's fuel requirements consist of various forms of fossil fuel and nuclear fuel. The prices of fossil fuels can be volatile. The Company obtains its fossil fuels from multiple suppliers and through multiple transporters. Although availability is generally not an issue, localized shortages, transportation availability, delays arising from extreme weather conditions and supplier financial stability issues can and do occur. The preceding factors related to the sources and availability of raw materials are fairly uniform across the Company's business and fuel products used. NRG's primary fuel requirements consist of the following:
Natural Gas — NRG operates a fleet of mid-merit and peaking natural gas plants across all its U.S. wholesale regions. Fuel needs are managed on a spot basis, especially for peaking assets, as the Company does not believe it is prudent to forward purchase natural gas for these types of units as the dispatch is highly unpredictable. The Company contracts for natural gas storage services, as well as natural gas transportation services to deliver natural gas when needed.
Coal — The Company believes it is adequately hedged, using forward coal supply agreements, for its domestic coal consumption for 2020. NRG actively manages its coal requirements based on forecasted generation, market volatility and its inventory on site. As of December 31, 2019, NRG had purchased forward contracts to provide fuel for approximately 58% of the Company's expected requirements for 2020 and 2021 per the table below. NRG purchased approximately 17 million tons of coal in 2019, almost all of which was Powder River Basin coal. For fuel transport, NRG has entered into various rail transportation and rail car lease agreements with varying tenures that will provide for most of the Company's transportation requirements of Powder River Basin coal for the next 2 years.
The following table shows the percentage of the Company's coal requirements for 2020 and 2021 that have been purchased forward as of December 31, 2019:
Nuclear Fuel — STP's owners satisfy their fuel supply requirements by: (i) acquiring uranium concentrates and contracting for conversion of the uranium concentrates into uranium hexafluoride; (ii) contracting for enrichment of uranium hexafluoride; and (iii) contracting for fabrication of nuclear fuel assemblies. Through its proportionate participation in STPNOC, which is the NRC-licensed operator of STP that is responsible for all aspects of fuel procurement, NRG is party to a number of long-term forward purchase contracts with many of the world's largest suppliers covering STP's requirements for uranium concentrates with only approximately 25% of STP's requirements outstanding for the duration of the original operating license. Similarly, NRG is party to long-term contracts to procure STP's requirements for conversion and enrichment services and fuel fabrication for the life of the operating license. Since the operating license was renewed for another 20 years in 2017, STPNOC has begun to review a second phase of fuel purchasing.
Natural Gas Derivative Instruments and Other Financial Instruments
NRG also trades electric power, natural gas and related commodity and financial products, including forwards, futures, options and swaps.
The Company owns a diversified power generation portfolio with approximately 23,000 MW of fossil fuel, nuclear and renewable generation capacity at 32 plants as of December 31, 2019. The Company's power generation assets are diversified by fuel-type, dispatch level and region, which helps mitigate the risks associated with fuel price volatility and market demand cycles. NRG continually evaluates its generation portfolio to focus on asset optimization opportunities and the locational value of its generation assets in each of the markets where the Company participates, as well as opportunities for the development of new generation.
The following table summarizes NRG's generation portfolio as of December 31, 2019:
|Natural gas||4,759 || ||4,994 || ||— || ||9,753 || |
|Coal||4,174 || ||3,745 || ||— || ||7,919 || |
|Oil||— || ||3,600 || ||— || ||3,600 || |
|Nuclear||1,126 || ||— || ||— || ||1,126 || |
|Utility Scale Solar||— || ||321 || ||— || ||321 || |
|Battery Storage & Distributed Solar||2 || ||— || ||60 || ||62 || |
|Total generation capacity||10,061 || ||12,660 || ||60 || ||22,781 || |
(a) All Utility Scale Solar and Distributed Solar facilities are described in MW on an alternating current basis. MW figures provided represent nominal summer net MW capacity of power generated as adjusted for the Company's owned or leased interest excluding capacity from inactive/mothballed units
(b) Includes the remaining Renewables generation assets
(c) Includes 1,153 MW for the Cottonwood facility that was sold to Cleco on February 4, 2019, which the Company is leasing until 2025
(d) The Distributed Solar figure includes the aggregate production capacity of installed and activated residential solar energy systems
Plant Operations is responsible for operating the Company's generation facilities at the highest standards of safety and reliability, and includes (i) operations and maintenance, (ii) asset management, and (iii) development, engineering and construction.
Operations & Maintenance
NRG operates and maintains its generation portfolio, as well as approximately 8,100 MW of additional coal and natural gas generation capacity at 17 plants operated on behalf of third parties as of December 31, 2019 using prudent industry practices for the safe, reliable and economic generation of electricity in compliance with all local, state and federal requirements. The Company follows a consistent set of operating requirements, including a solid base of training, required adherence to specific safety and environmental limits, procedure and checklist usage, and the implementation of continuous process improvement through incident investigations.
NRG uses best-in-class maintenance practices for preventive, predictive, and corrective maintenance planning. The Company’s strategic planning process evaluates equipment condition, performance, and obsolescence to support the development of a comprehensive work scope and schedule for long-term performance.
NRG manages all aspects of its generation portfolio to optimize the lifecycle value of the assets, consistent with the Company’s goals. The Company evaluates capital projects required for continued operation and strategic enhancement of the assets, provides quality assurance on capital outlays, and assesses the impact of rules, regulations, and laws on business profitability. In addition, the Company manages its long-term contracts, power purchase agreements, and real estate holdings and provides third party asset management services.
Development, Engineering & Construction
NRG develops, engineers and executes major plant modifications, “new build” generation and energy storage projects that enhance the value of its generation portfolio and provide options to meet generation growth needs in the retail markets we serve, in accordance with the Company’s strategic goals. Projects have included gas-fired generation development and construction, coal to gas conversions, grid scale energy storage development, grid scale renewable construction, and asset demolition, remediation and reclamation work.
The following statistics represent the Company's retail customer count, load and contract mix:
| ||Years ended December 31,|
Sales volumes (in GWh)
|Mass market electricity - Texas||38,958 || ||37,846 || ||36,169 || |
|Mass market electricity - All other regions||9,918 || ||7,968 || ||6,221 || |
|C&I electricity - Texas ||18,976 || ||20,192 || ||19,586 || |
|C&I electricity - All other regions||1,214 || ||984 || ||814 || |
|Total Load||69,066 || ||66,990 || ||62,790 || |
Customer count - Electricity (in thousands)
Mass market - Texas (a)
|Average Retail ||2,358 || ||2,209 || ||2,177 || |
|Ending Retail ||2,450 || ||2,318 || ||2,188 || |
Mass market - All other regions
|Average Retail ||990 || ||790 || ||675 || |
|Ending Retail ||1,070 || ||903 || ||673 || |
(a) Includes customers of non-electric services
Customer count - Natural gas (in thousands)
|Average Retail Mass market||122 || ||64 || ||11 || |
|Ending Retail Mass market||158 || ||99 || ||15 || |
|Customer contract mix|
|Fixed||67 ||%||65 ||%||70 ||%|
|Variable||24 ||%||25 ||%||22 ||%|
|Indexed||9 ||%||10 ||%||8 ||%|
|100 ||%||100 ||%||100 ||%|
The following are industry statistics for the Company's fossil and nuclear plants, as defined by the NERC, and are more fully described below:
Annual Equivalent Availability Factor, or EAF — Measures the percentage of maximum generation available over time as the fraction of net maximum generation that could be provided over a defined period of time after all types of outages and deratings, including seasonal deratings, are taken into account.
Net Heat Rate — The net heat rate represents the total amount of fuel in BTU required to generate one net kWh provided.
Net Capacity Factor — The net amount of electricity that a generating unit produces over a period of time divided by the net amount of electricity it could have produced if it had run at full power over that time period. The net amount of electricity produced is the total amount of electricity generated minus the amount of electricity used during generation.
The tables below present these performance metrics for the Company's generation portfolio, including leased facilities and those accounted for through equity method investments, for the years ended December 31, 2019 and 2018:
| ||Year Ended December 31, 2019|
Fossil and Nuclear Plants (a)
Net Generation (MWh) (In thousands) (a)
|Annual Equivalent Availability Factor||Average Net Heat Rate BTU/kWh|
|Texas||10,061 || ||37,995 || ||83.3 ||%||10,542 || ||43.2 ||%|
|12,720 || ||16,375 || ||81.5 ||%||9,215 || ||16.2 ||%|
|Year Ended December 31, 2018|
Fossil and Nuclear Plants (a)
Net Generation (MWh) (In thousands) (a)
|Annual Equivalent Availability Factor||Average Net Heat Rate BTU/kWh|
|Texas||10,161 || ||38,214 || ||85.2 ||%||10,423 || ||44.7 ||%|
|13,097 || ||21,089 || ||82.8 ||%||9,711 || ||17.8 ||%|
(a)Net generation excludes equity method investments
(b)Includes the 1,263 MW Cottonwood facility that NRG leased back upon the sale of the South Central Portfolio in 2019. The year ended December 31, 2018 also included Sherbino, which was sold in 2019
(c)Includes the aggregate production capacity of installed and activated residential solar energy systems
The generation performance by region for the three years ended December 31, 2019, 2018 and 2017 is shown below:
| (In thousands of MWh)||2019||2018||2017|
|Coal||21,985 || ||24,781 || ||24,757 || |
|Gas||6,315 || ||4,415 || ||4,428 || |
|9,695 || ||9,018 || ||9,509 || |
|Total Texas||37,995 || ||38,214 || ||38,694 || |
|Coal||4,435 || ||7,965 || ||8,403 || |
|Oil||209 || ||544 || ||319 || |
|Gas||11,719 || ||11,797 || ||10,949 || |
|Renewables||12 || ||783 || ||1,667 || |
|Total East/West||16,375 || ||21,089 || ||21,338 || |
(a)Reflects the Company's undivided interest in total MWh generated by STP
While there has been consolidation in the competitive retail space over the past few years, there is still considerable competition for customers. In Texas, there is healthy competition in deregulated areas and customers can choose providers based on the most appealing offers. Outside of Texas, electricity retailers compete with the incumbent utilities, in addition to other retail electric providers, which can inhibit competition, depending on the market rules of the state. Most markets have more than 30 retailers competing for customers, while Texas has more than 50 retailers. There is a high degree of fragmentation, with both large and small competitors offering a range of value propositions, including value, rewards, and sustainability.
Wholesale generation is highly fragmented and diverse in terms of industry structure by region. As such, there is a wide variation in terms of the capabilities, resources, nature and identities of the Company’s competitors depending on the market. Competitors include regulated utilities, municipalities, cooperatives, other independent power producers, and power marketers or trading companies, including those owned by financial institutions.
Seasonality and Price Volatility
The sale of electric power to retail customers is a seasonal business with the demand for power generally peaking during the summer months. As a result, net working capital requirements for the Company's retail operations generally increase during summer months along with the higher revenues, and then decline during off-peak months. Weather may impact operating results and extreme weather conditions could have a material impact. The rates charged to retail customers may be impacted by fluctuations in total power prices and market dynamics, such as the price of natural gas, transmission constraints, competitor actions, and changes in market heat rates.
Annual and quarterly operating results of the Company's generation portfolio can be significantly affected by weather and energy commodity price volatility. Significant other events, such as the demand for natural gas, interruptions in fuel supply infrastructure and relative levels of hydroelectric capacity can increase seasonal fuel and power price volatility. The preceding factors related to seasonality and price volatility are fairly uniform across the regions in which the Company operates.
NRG sells energy and related services, as well as portable power and battery solutions, to customers across the country. In most of the states that have introduced retail consumer choice, NRG competitively offers electricity, natural gas, portable power and other value-enhancing services to customers. Each retail consumer choice state establishes its own retail competition laws and regulations, and the specific operational, licensing, and compliance requirements vary by state. Regulated terms and conditions of default service, as well as any movement to replace default service with competitive services, as is done in ERCOT, can affect customer participation in retail competition. The attractiveness of NRG's retail offerings may be impacted by the rules, regulations, market structure and communication requirements from public utility commissions in each state across the country.
NRG's fleet operates in organized energy markets, known as RTOs or ISOs. Each organized market administers day-ahead and real-time centralized bid-based energy and ancillary services markets pursuant to tariffs approved by FERC, or in the case of ERCOT, market rules approved by the PUCT. These tariffs and rules dictate how the energy markets operate, how market participants make bilateral sales with one another, and how entities with market-based rates are compensated. Established prices reflect the value of energy at the specific location and time it is delivered, which is known as the Locational Marginal Price. Each market is subject to market mitigation measures designed to limit the exercise of locational market power. These market structures facilitate NRG's sale of power and capacity products at market-based rates.
Other than ERCOT, each of the ISO regions also operates a capacity or resource adequacy market that provides an opportunity for generating and demand response resources to earn revenues to offset their fixed costs that are not recovered in the energy and ancillary services markets. The ISOs are also responsible for transmission planning and operations.
NRG's business in Texas is subject to standards and regulations adopted by the PUCT and ERCOT(a), including the requirement for retailers to be certified by the PUCT in order to contract with end-users to sell electricity. The ERCOT market is one of the nation's largest and, historically, fastest growing power markets. ERCOT is an energy- only market and has implemented market rule changes referred to as the Operating Reserve Demand Curve (ORDC) to provide pricing more reflective of higher energy value when operating reserves are scarce or constrained. The PUCT directed the implementation of the ORDC in 2014 to act as the primary scarcity pricing mechanism. The PUCT directed ERCOT to implement changes in 2019. The first phase became effective on March 1, 2019 and the second phase will become effective on March 1, 2020. The majority of the retail load in the ERCOT market region is served by competitive retail suppliers, except certain areas that have not opted into competitive consumer choice and are served by municipal utilities and electric cooperatives.
While most of the states in the East region have introduced some level of retail consumer choice for electricity and/or natural gas, the incumbent utilities currently provide default service in most of the states and as a result typically serve the majority of residential customers. NRG’s retail activities in the East are subject to standards and regulations adopted by the ISOs and state public utility commissions, including the requirement for retailers to be certified in each state in order to contract with end-users to sell electricity.
(a) The Cottonwood facility is located in Deweyville, Texas, but operates in the MISO market
NRG's power plants and demand response assets located in the East region of the U.S. are within the control areas of ISO-NE, MISO, NYISO and PJM. Each of the market regions in the East region provides for robust competition in the day-ahead and real-time energy and ancillary services markets. Additionally, the East region receives a significant portion of its revenues from capacity markets. PJM and ISO-NE use a three-year forward capacity auction, while NYISO uses a month-ahead capacity auction. MISO has an annual auction, known as the Planning Resource Auction. Capacity market prices are sensitive to design parameters, as well as additions of new capacity. Both ISO-NE and PJM operate a pay-for-performance model where capacity payments are modified based on real-time generator performance. In such markets, NRG’s actual capacity revenues will be the combination of cleared auction prices times the quantity of MWs cleared, plus the net of any over-performance "bonus payments" and any under-performance charges. Additionally, bidding rules allow for the incorporation of a risk premium into generator bids.
In the West region of the U.S., NRG operates a fleet of natural gas-fired power plants located entirely within the CAISO footprint. The CAISO operates day-ahead and real-time locational markets for energy and ancillary services, while managing congestion primarily through nodal prices. The CAISO system facilitates NRG's sale of power, ancillary services and capacity products at market-based rates, either within the CAISO's centralized energy and ancillary service markets or bilaterally pursuant to tolling arrangements or other capacity sales with California's LSEs. The CPUC also determines capacity requirements for LSEs and for specified local areas utilizing inputs from the CAISO. Both the CAISO and CPUC rules require LSEs to contract with sufficient generation resources in order to maintain minimum levels of generation within defined local areas. Additionally, the CAISO has independent authority to contract with needed resources under certain circumstances, typically either when LSEs have failed to procure sufficient resources, or system conditions change unexpectedly.
The Company’s Agua Caliente and Ivanpah projects are party to PPAs with PG&E. Both projects have project financing with the U.S. DOE. Agua Caliente Borrower 1 LLC, along with Agua Caliente Borrower 2 LLC, which is owned by Clearway Energy Inc., were party to a back-leverage financing related to the Agua Caliente project, which was repaid in 2019. On January 29, 2019, PG&E Corp. and subsidiary utility PG&E filed for Chapter 11 bankruptcy protection. For further discussion see Energy Regulatory Matters, Item 15 — Note 13, Debt and Finance Leases, and Item 15 — Note 17, Investments Accounted for by the Equity Method and Variable Interest Entities, to the Consolidated Financial Statements.
As participants in wholesale and retail energy markets and owners of power plants, certain NRG entities are subject to regulation by various federal and state government agencies. These include the CFTC, FERC, NRC and the PUCT, as well as other public utility commissions in certain states where NRG's generation or distributed generation assets are located. In addition, NRG is subject to the market rules, procedures and protocols of the various ISO and RTO markets in which it participates. Likewise, certain NRG entities participating in the retail markets are subject to rules and regulations established by the states in which NRG entities are licensed to sell at retail. NRG must also comply with the mandatory reliability requirements imposed by NERC and the regional reliability entities in the regions where NRG operates.
NRG's operations within the ERCOT footprint are not subject to rate regulation by FERC, as they are deemed to operate solely within the ERCOT market and not in interstate commerce. These operations are subject to regulation by the PUCT, as well as to regulation by the NRC with respect to NRG's ownership interest in STP.
Federal Energy Regulation
PG&E Corporation Bankruptcy Filing — On January 18, 2019, NextEra Energy, Inc., filed a petition for declaratory order requesting that FERC assert its jurisdiction over PG&E's wholesale contracts prior to PG&E's formal bankruptcy filing. Exelon Corporation and EDF Renewables filed similar complaints. On January 25, 2019, FERC found that it and the bankruptcy courts have concurrent jurisdiction to review and address the disposition of wholesale power contracts. Separately, the PG&E bankruptcy court ruled on June 7, 2019 that it does not share concurrent jurisdiction with FERC and has unilateral discretion to address the disposition of wholesale power contracts, which ruling was appealed by FERC and various counterparties to such contracts. On June 26, 2019, PG&E appealed the FERC order that was issued on January 25, 2019. Both sets of appeals are currently pending before the Court of Appeals for the Ninth Circuit and the issue of jurisdiction over wholesale power contracts remains in litigation.
On September 9, 2019, PG&E filed a plan of reorganization that would assume all power purchase agreements, including those held by the Agua Caliente project and two of the Ivanpah units. On October 17, 2019, a group of unsecured noteholders filed a competing plan of reorganization that would also assume all power purchase agreements, including those held by the Agua Caliente project and the two Ivanpah units.
On January 22, 2020, PG&E announced that it had reached an agreement with certain noteholder plan proponents and, on January 31, 2020, the PG&E plan was amended to provide for the eventual implementation of such settlement. On February 4, 2020, the Bankruptcy Court approved such settlement, and the noteholders have accordingly agreed to support the PG&E plan. On February 5, 2020, the noteholders caused the noteholder plan to be withdrawn. There are many conditions that must be satisfied before the PG&E plan and assumption of the power purchase agreements can become effective, including, but not limited to, approvals by various classes of creditors, the Bankruptcy Court, and the CPUC. A hearing before the Bankruptcy Court to consider whether the PG&E plan will be approved and confirmed is currently expected to occur on May 29, 2020.
State Energy Regulation
State Out-Of-Market Subsidy Proposals — NRG has opposed efforts to provide out-of-market subsidies for nuclear generators and intends to continue opposing them in the future. Nuclear subsidy programs have either been implemented, are in the process of being implemented, or have been introduced for discussion in Connecticut, Illinois, New Jersey, New York, Ohio and Pennsylvania. NRG and others were unsuccessful in challenging the legality of the subsidies in Illinois and New York, and the U.S. Supreme Court has declined to review the lower court decisions. Through our PJM trade organization, NRG is also currently participating in an appeal of NJBPU's Order regarding ZECs.
Illinois Legislature Considers Changes to the Generator Business Model — In Illinois, in addition to legislation to provide more subsidies to nuclear power plants in the state, the Legislature is also considering several bills that may affect NRG’s wholesale and retail revenues, including a bill that would replace the PJM capacity market with a state-run capacity market. NRG continues to oppose the ongoing legislative effort and supports a competitive clean energy market design that would competitively reduce greenhouse gas emission through the procurement of clean energy resources without sacrificing the consumer benefits of the competitive PJM market design.
New York State Climate Leadership and Community Protection Act — The New York State Legislature enacted climate change legislation establishing by 2030, 70 percent of the state's energy will be generated by renewables and by 2040, the state's entire electric system must be zero-emitting. The law includes a provision that the NYSPSC may temporarily suspend or modify the obligations under its program if it finds that the program impedes safe and adequate electric service, likely impairs "existing obligations and agreements," and/or increases consumer late payments or service disconnections. The legislation includes provision for offsets, including carbon capture and sequestration, but electric generation sources are not eligible to participate in the offsets mechanism.
Regional Regulatory Developments
NRG is affected by rule/tariff changes that occur in the ISO regions. For further discussion on regulatory developments see Item 15 — Note 24, Regulatory Matters, to the Consolidated Financial Statements.
Capacity Market Reforms Filing — On December 19, 2019, FERC issued an order on the pending proposals to reform the PJM market to mitigate subsidized resources in the capacity market. FERC directed PJM to apply the Minimum Offer Price Rule, or MOPR, to new and existing resources receiving state subsidies and subject them to default offer floor prices in their capacity bids. The Order provided for various category specific exemptions to the MOPR, as well as a unit specific exemption, w