NRG ENERGY, INC. | 2013 | FY | 3


Goodwill and Other Intangibles
Goodwill — NRG's goodwill balance was $2.0 billion as of December 31, 2013 and 2012. The Company recorded approximately $1.7 billion of goodwill in connection with the acquisition of Texas Genco in 2006. The Company recorded $144 million of goodwill in connection with the 2010 acquisition of Green Mountain Energy, and $29 million in connection with the 2011 acquisition of Energy Plus. In 2013 and 2012, the Company recorded additional goodwill for several business acquisitions. The Energy Plus acquisition is discussed further in Note 3, Business Acquisitions and Dispositions. As of December 31, 2013, there was no impairment to goodwill. As of December 31, 2013, 2012, and 2011, NRG had approximately $573 million, $609 million, and $594 million, respectively, of goodwill that is deductible for U.S. income tax purposes in future periods.
Intangible Assets — The Company's intangible assets as of December 31, 2013, primarily reflect intangible assets established with the acquisitions of various companies in 2013, 2012, 2011, 2010, 2009, and 2006, and are comprised of the following:
Emission Allowances — These intangibles primarily consist of SO2 and NOx emission allowances established with the 2012 GenOn acquisition and 2006 Texas Genco acquisition and also include RGGI emission credits which NRG began purchasing in 2009. These emission allowances are held-for-use and are amortized to cost of operations, with NOx allowances amortized on a straight-line basis and SO2 allowances and RGGI credits amortized based on units of production. During the year ended December 31, 2011, the Company recorded an impairment charge of $160 million on the Company's Acid Rain Program SO2 emission allowances in order to comply with the Acid Rain Program as discussed in Note 24, Environmental Matters.
Development rights — Arising primarily from the acquisition of solar businesses in 2010 and 2011, these intangibles are amortizable to depreciation and amortization expense on a straight-line basis over the estimated life of the related project portfolio.
Energy supply contracts — Established with the acquisitions of Reliant Energy and Green Mountain Energy, these represent the fair value at the acquisition date of in-market contracts for the purchase of energy to serve retail electric customers. The contracts are amortized to cost of operations based on the expected delivery under the respective contracts.
In-market fuel (gas and nuclear) contracts — These intangibles were established with the Texas Genco acquisition in 2006 and are amortized to cost of operations over expected volumes over the life of each contract.
Customer contracts — Established with the acquisitions of Reliant Energy, Green Mountain Energy, and Northwind Phoenix, these intangibles represent the fair value at the acquisition date of contracts that primarily provide electricity to Reliant Energy's and Green Mountain Energy's C&I customers. These contracts are amortized to revenues based on expected volumes to be delivered for the portfolio.
Customer relationships — These intangibles represent the fair value at the acquisition date of acquired businesses' customer base, primarily for Energy Alternatives, Energy Plus, Reliant Energy, Green Mountain Energy, Energy Systems and Energy Curtailment Specialists. The customer relationships are amortized to depreciation and amortization expense based on the expected discounted future net cash flows by year.
Marketing partnerships — Established with the acquisition of Energy Plus, as further discussed in Note 3, Business Acquisitions and Dispositions, these intangibles represent the fair value at the acquisition date of existing agreements with loyalty and affinity partners. The marketing partnerships are amortized to depreciation and amortization expense based on the expected discounted future net cash flows by year.
Trade names — Established with the Reliant Energy, Green Mountain and Energy Plus acquisitions, these intangibles are amortized to depreciation and amortization expense, on a straight-line basis.
Other — Consists of renewable energy credits, wind intangible assets, costs to extend the operating license for STP Units 1 and 2, the intangible asset related to a purchased ground lease and the value of acquired power purchase agreements.
The following tables summarize the components of NRG's intangible assets subject to amortization:
 
 
 
 
 
Contracts
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2013
Emission
Allowances
 
Development
Rights
 
Energy
Supply
 
Fuel
 
Customer
 
Customer
Relationships
 
Marketing Partnerships
 
Trade
Names
 
Other
 
Total
 
(In millions)
January 1, 2013
$
793

 
$
24

 
$
54

 
$
72

 
$
859

 
$
640

 
$
88

 
$
318

 
$
68

 
$
2,916

Purchases
76

 

 

 

 

 
14

 

 

 
28

 
118

Acquisition of businesses

 

 

 

 

 
89

 

 

 
10

 
99

Usage

 

 

 

 

 

 

 

 
(14
)
 
(14
)
Other
2

 
(5
)
 

 

 

 

 

 

 
1

 
(2
)
December 31, 2013
871

 
19

 
54

 
72

 
859

 
743

 
88

 
318

 
93

 
3,117

Less accumulated amortization
(433
)
 

 
(36
)
 
(61
)
 
(847
)
 
(487
)
 
(12
)
 
(93
)
 
(8
)
 
(1,977
)
Net carrying amount
$
438

 
$
19

 
$
18

 
$
11

 
$
12

 
$
256

 
$
76

 
$
225

 
$
85

 
$
1,140


 
 
 
 
 
Contracts
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2012
Emission
Allowances
 
Development
Rights
 
Energy
Supply
 
Fuel
 
Customer
 
Customer
Relationships
 
Marketing Partnerships
 
Trade
Names
 
Other
 
Total
 
(In millions)
January 1, 2012
$
783

 
$
24

 
$
54

 
$
72

 
$
859

 
$
634

 
$
88

 
$
318

 
$
39

 
$
2,871

Purchases
18

 

 

 

 

 

 

 

 
18

 
36

Acquisition of businesses
53

 

 

 

 

 
6

 

 

 
10

 
69

Usage

 

 

 

 

 

 

 

 
(13
)
 
(13
)
Sales
(4
)
 

 

 

 

 

 

 

 

 
(4
)
Write-off of fully amortized balances
(56
)
 

 

 

 

 

 

 

 

 
(56
)
Other
(1
)
 

 

 

 

 

 

 

 
14

 
13

December 31, 2012
793

 
24

 
54

 
72

 
859

 
640

 
88

 
318

 
68

 
2,916

Less accumulated amortization(a)
(329
)
 

 
(30
)
 
(59
)
 
(794
)
 
(415
)
 
(4
)
 
(72
)
 
(3
)
 
(1,706
)
Net carrying amount
$
464

 
$
24

 
$
24

 
$
13

 
$
65

 
$
225

 
$
84

 
$
246

 
$
65

 
$
1,210

(a) Adjusted for write-off of fully amortized emission allowances of $56 million
The following table presents NRG's amortization of intangible assets for each of the past three years:
 
Years Ended December 31,
Amortization
2013
 
2012
 
2011
 
(In millions)
Emission allowances
$
104

 
$
50

 
$
66

Energy supply contracts
6

 
5

 
4

Fuel contracts
2

 
2

 
2

Customer contracts
53

 
119

 
185

Customer relationships
72

 
98

 
109

Marketing partnerships
8

 
4

 

Trade names
29

 
30

 
22

Other
5

 
2

 

Total amortization
$
279

 
$
310

 
$
388


The following table presents estimated amortization of NRG's intangible assets for each of the next five years:
 
 
 
 
 
Contracts
 
 
 
 
 
 
 
 
Year Ended December 31,
Emission
Allowances
 
Development
Rights
 
Energy
Supply
 
Fuel
 
Customer
 
Customer
Relationships
 
Marketing Partnerships
 
Trade
Names
 
Total
 
(In millions)
2014
$
77

 
$
1

 
$
6

 
$
2

 
$
1

 
$
61

 
$
15

 
$
21

 
$
184

2015
65

 
1

 
6

 
2

 
1

 
45

 
14

 
21

 
155

2016
64

 
1

 
6

 
2

 
1

 
31

 
9

 
21

 
135

2017
65

 
1

 

 

 
1

 
21

 
5

 
21

 
114

2018
68

 
1

 

 

 
1

 
10

 
5

 
21

 
106


The following table presents the weighted average remaining amortization period related to NRG's intangible assets purchased in 2013 business acquisitions:
As of December 31, 2013
 
Customer Relationships
 
 
(In years)
Weighted average remaining amortization period
 
28

Intangible assets held for sale — From time to time, management may authorize the transfer from the Company's emission bank of emission allowances held-for-use to intangible assets held-for-sale. Emission allowances held-for-sale are included in other non current assets on the Company's consolidated balance sheet and are not amortized, but rather expensed as sold. As of December 31, 2013, the value of emission allowances held-for-sale is $24 million and is managed within the Corporate segment. Once transferred to held-for-sale, these emission allowances are prohibited from moving back to held-for-use.
Out-of-market contracts — Due primarily to business acquisitions, NRG acquired certain out-of-market contracts, which are classified as non-current liabilities on NRG's consolidated balance sheet. These include out-of-market lease contracts of $790 million and out-of-market gas transportation and storage contracts of $327 million acquired in the acquisition of GenOn. These out-of-market contracts are amortized to cost of operations. In addition, the power and customer contracts are amortized to revenues, while the energy supply contracts are amortized to cost of operations.
The following table summarizes the estimated amortization related to NRG's out-of-market contracts:
Year Ended December 31,
 
Power Contracts
 
Leases
 
Gas Transportation
 
Total
 
(In millions)
2014
 
$
17

 
39

 
$
36

 
$
92

2015
 
17

 
39

 
37

 
93

2016
 
18

 
39

 
42

 
99

2017
 
18

 
39

 
37

 
94

2018
 
19

 
39

 
32

 
90


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