Acquisitions, Discontinued Operations and Dispositions

6 Months Ended

Jun. 30, 2020

Acquisitions, Discontinued Operations and Dispositions

Acquisitions

Stream Energy Acquisition

On August 1, 2019, the Company acquired Stream Energy's retail electricity and natural gas operating in 9 states and Washington, D.C. for $329 million, including working capital and other adjustments of approximately $29 million. The acquisition increased NRG's retail portfolio by approximately 600,000 RCEs or 450,000 customers. The purchase price was allocated as follows:


	(In millions)
Account receivable	$	98
Accounts payable	(73)
Other net current and non-current working capital	5
Marketing partnership	154
Customer relationships	85
Trade name	28
Other intangible assets	26
Goodwill ^(a)	6
Stream Purchase Price	$	329

(a) Goodwill arising from the acquisition is attributed to the value of the platform acquired and the synergies expected from combining the operations of Stream Energy with NRG's existing businesses. Goodwill of $5 million and $1 million was assigned to the Texas and East segments, respectively, and is not deductible for tax purposes

Discontinued Operations

Sale of South Central Portfolio

On February 4, 2019, the Company completed the sale of the South Central Portfolio to Cleco for cash consideration of $1 billion excluding working capital and other adjustments. The Company concluded that the divested business met the criteria for discontinued operations as of December 31, 2018, as the disposition represented a strategic shift in the business in which NRG operates and the criteria for held-for-sale were met. As such, all prior period results for the operations of the South Central Portfolio, except for the Cottonwood facility as discussed below, were reclassified as discontinued operations at December 31, 2018. In connection with the transaction, NRG also entered into a transition services agreement to provide certain corporate services to the divested business.

The South Central Portfolio includes the 1,153 MW Cottonwood natural gas generating facility. Upon the closing of the sale of the South Central Portfolio, NRG entered into an agreement with Cleco to leaseback the Cottonwood facility through 2025. Due to its continuing involvement with the Cottonwood facility, NRG did not use held-for-sale or discontinued operations treatment in accounting for the Cottonwood facility.

Summarized results of the South Central Portfolio discontinued operations were as follows:


	Three months ended			Six months ended
(In millions)		June 30, 2019		June 30, 2019
Operating revenues		$	—	$	31
Operating costs and expenses		—		(23)




Gain from operations of discontinued components		—		8
Gain on disposal of discontinued operations, net of tax		1		28
Gain from discontinued operations, including disposal, net of tax		$	1	$	36

Carlsbad

On February 6, 2018, NRG entered into an agreement with NRG Yield and GIP to sell 100% of its membership interests in Carlsbad Energy Holdings LLC, which owns the Carlsbad project, for $385 million of cash consideration, excluding working capital adjustments. The primary condition to close the Carlsbad transaction was the completion of the sale of NRG Yield and the Renewables Platform. At the time of the sale of NRG Yield and the Renewables Platform in August 2018, the Company concluded that the Carlsbad project met the criteria for discontinued operations and accordingly, all prior period results for Carlsbad were reclassified as discontinued operations. The transaction closed on February 27, 2019. Carlsbad continues to have a ground lease and easement agreement with NRG with an initial term ending in 2039 and two, ten-year extensions. As a result of the transaction, additional commitments related to the project totaled approximately $23 million as of June 30, 2020 and December 31, 2019.

Summarized results of Carlsbad discontinued operations were as follows:


	Three months ended					Six months ended
(In millions)		June 30, 2019		June 30, 2019
Operating revenues		$	—	$	19
Operating costs and expenses		—		(9)
Other expenses		—		(5)


Gain from discontinued operations, net of tax		—		5
(Loss)/gain on disposal of discontinued operations, net of tax		(17)		331

Other Commitments, Indemnification and Fees		27		27
Gain on disposal of discontinued operations, net of tax		10		358
Gain from discontinued operations, including disposal, net of tax		$	10	$	363

GenOn

On June 14, 2017, the GenOn Entities filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Texas Bankruptcy Court. As a result of the bankruptcy filings, NRG concluded that it no longer controlled GenOn as it was subject to the control of the Texas Bankruptcy Court; and accordingly, NRG deconsolidated GenOn and its subsidiaries for financial reporting purposes as of such date.

Summarized results of GenOn discontinued operations were as follows:


	Three months ended		Six months ended
(In millions)	June 30, 2019		June 30, 2019


Gain from discontinued operations, net of tax	$	2	$	2

Dispositions

The Company completed other asset sales for cash proceeds of $15 million and $18 million during the six months ended June 30, 2020 and 2019, respectively.