Case 17-33695 Document 2010 Filed in TXSB on 11/30/18 Page ...

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DIVISION Houston CASE NAME: NRG REMA LLC et al Petition Date: 16 October, 2018 CASE NUMBER: 17-33695 MONTHLY OPERATING REPORT SUMMARY FOR 16 TO 31 OCTOBER 2018 ($M) October (10/16 - 10/31) 23.1 $ (5.7) (32.8) - - 7.1 CASUALTY Yes LIABILITY Yes VEHICLE Yes WORKER'S Yes OTHER_ Yes ATTORNEY NAME: FIRM: ADDRESS: ADDRESS: CITY, STATE ZIP: TELEPHONE: Are all accounts receivable being collected within terms? Yes Are all post-petition liabilities, including taxes, being paid within terms? Yes Have any pre-petition liabilities been paid? Yes Are all funds received being deposited into DIP bank accounts? Yes Were any assets disposed of outside the normal course of business? No If so, describe Are all U. S. Trustee Quarterly Fee Payments current? Yes What is the status of your Plan of Reorganization ? SIGNED TITLE Joint Prepackaged Chapter 11 Plan of Reorganization of NRG REMA LLC and Its Debtor Affiliates filed on October 16, 2018 [Docket No. 1867] VP Steven N. Serajeddini This Monthly Operating Report ("MOR") has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Debtors' chapter 11 cases and is in a format acceptable to the U.S. Trustee. The financial information herein is limited in scope and covers a limited time period. Moreover, such information is preliminary and unaudited, and is not prepared in accordance with U.S. GAAP. I certify under penalty of perjury that the following complete MOR, consisting of MOR-1 through MOR-8 plus attachments, is true and correct. REVENUE (MOR-6) INCOME BEFORE INT, DEPREC./TAX (MOR-6) NET INCOME (LOSS) (MOR-6) PAYMENTS TO INSIDERS (MOR-9) Kirkland & Ellis October 1, 2019 October 1, 2019 October 1, 2019 300 North LaSalle Chicago, IL 60654 312-862-2761/312-862-2200 October 1, 2019 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS Expiration Date October 1, 2019 MONTH REQUIRED INSURANCE MAINTAINED AS OF SIGNATURE DATE PAYMENTS TO PROFESSIONALS (MOR-9) TOTAL DISBURSEMENTS Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule MOR - 1 Page 1 of 1 Case 17-33695 Document 2010 Filed in TXSB on 11/30/18 Page 1 of 42

Transcript of Case 17-33695 Document 2010 Filed in TXSB on 11/30/18 Page ...

DIVISION Houston

CASE NAME: NRG REMA LLC et al

Petition Date: 16 October, 2018

CASE NUMBER: 17-33695

MONTHLY OPERATING REPORT SUMMARY FOR 16 TO 31 OCTOBER 2018 ($M)

October (10/16 - 10/31)

23.1$

(5.7)

(32.8)

-

- 7.1

CASUALTY Yes

LIABILITY Yes

VEHICLE Yes

WORKER'S Yes

OTHER_ Yes

ATTORNEY NAME:

FIRM:

ADDRESS:

ADDRESS:

CITY, STATE ZIP:

TELEPHONE:

Are all accounts receivable being collected within terms? Yes

Are all post-petition liabilities, including taxes, being paid within terms? Yes

Have any pre-petition liabilities been paid? Yes

Are all funds received being deposited into DIP bank accounts? Yes

Were any assets disposed of outside the normal course of business? No

If so, describe

Are all U. S. Trustee Quarterly Fee Payments current? Yes

What is the status of your Plan of Reorganization ?

SIGNED

TITLE

Joint Prepackaged Chapter 11 Plan of Reorganization of NRG REMA LLC and Its Debtor Affiliates

filed on October 16, 2018 [Docket No. 1867]

VP

Steven N. Serajeddini

This Monthly Operating Report ("MOR") has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Debtors' chapter 11

cases and is in a format acceptable to the U.S. Trustee. The financial information herein is limited in scope and covers a limited time period. Moreover, such information is

preliminary and unaudited, and is not prepared in accordance with U.S. GAAP. I certify under penalty of perjury that the following complete MOR, consisting of MOR-1 through

MOR-8 plus attachments, is true and correct.

REVENUE (MOR-6)

INCOME BEFORE INT, DEPREC./TAX (MOR-6)

NET INCOME (LOSS) (MOR-6)

PAYMENTS TO INSIDERS (MOR-9)

Kirkland & Ellis

October 1, 2019

October 1, 2019

October 1, 2019

300 North LaSalle

Chicago, IL 60654

312-862-2761/312-862-2200

October 1, 2019

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF TEXAS

Expiration Date

October 1, 2019

MONTH

REQUIRED INSURANCE MAINTAINED AS OF SIGNATURE DATE

PAYMENTS TO PROFESSIONALS (MOR-9)

TOTAL DISBURSEMENTS

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

MOR - 1

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CASE NAME: NRG REMA LLC et al CASE NUMBER: 17-33695

Notes to the Monthly Operating Report

General Methodology

The financial statements and supplemental information contained herein are unaudited, preliminary, and may not

comply with generally accepted accounting principles in the United States of America ("U.S. GAAP") in all material

respects.

Financial Accounting Standards Board Accounting Standards Codification 852, (Reorganizations) ("ASC 852"),

which is applicable to companies in chapter 11, requires that financial statements for periods after the filing of a

chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the

ongoing operations of the business. The financial statements have been prepared in accordance with ASC 852. The

unaudited financial statements have been derived from the books and records of the Debtors. This information,

however, has not been subject to procedures that would typically be applied to financial information presented in

accordance with U.S. GAAP, and, upon application of such procedures, the Debtors believe that the financial

information could be subject to changes, and these changes could be material. The information furnished in this

report includes preliminary normal recurring adjustments but does not include all of the adjustments that would

typically be made in accordance with U.S. GAAP.

The results of operations contained herein are not necessarily indicative of results which may be expected from any

other period or for the full year and may not necessarily reflect the results of operations, financial position and cash

flows of the Debtors in the future.

The Debtors prepared this Monthly Operating Report relying primarily upon the information set forth in their books

and records. Consequently, certain transactions that are not identified in the normal course of business in the

Debtors’ books and records may not be included in this Monthly Operating Report. Nevertheless, in preparing this

Monthly Operating Report, the Debtors made best efforts to supplement the information set forth in their books and

records with additional information concerning transactions that may not have been identified therein.

Note 1

Note 2

The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the

purpose of complying with the reporting requirements of Rule 2015 of the Federal Rules of Bankruptcy Procedures,

Bankruptcy Local Rules for the Southern District of Texas, and the Guidelines for Debtors-In Possession

promulgated by the Office of The United States Trustee for Region 7. The unaudited financial statements have been

derived from the books and records of the Debtors. The information presented herein has not been subject to all

procedures that would typically be applied to financial information presented in accordance with GAAP. Upon the

application of such procedures, the Debtors believe that the financial information could be subject to changes, and

these changes could be material. The information furnished in this Monthly Operating Report includes normal

recurring adjustments, but does not include all of the adjustments that would typically be made for interim financial

statements in accordance with GAAP.

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule Page 2 of 20

Case 17-33695 Document 2010 Filed in TXSB on 11/30/18 Page 2 of 42

CASE NAME: NRG REMA LLC et al CASE NUMBER: 17-33695

Notes to the Monthly Operating Report

Reservation of Rights: Given the complexity of the Debtors’ business, inadvertent errors, omissions or over inclusion

of contracts or leases may have occurred. Accordingly, the Debtors hereby reserve all of their rights to dispute the

validity, status, enforceability, or executory nature of any claim amount, representation or other statement in this

Monthly Operating Report and reserve the right to amend or supplement this Monthly Operating Report, if necessary,

but shall be under no obligation to do so.

Due to rounding, there may be instances where the rows and columns do not sum up exactly to the total column.

Note 3

Liabilities Subject to Compromise: As a result of the chapter 11 filings, the payment of prepetition indebtedness is

subject to compromise or other treatment under a plan of reorganization. The determination of how liabilities will

ultimately be settled or treated cannot be made until the Bankruptcy Court approves a chapter 11 plan of

reorganization. Accordingly, the ultimate amount of such liabilities is not determinable at this time. ASC 852

requires prepetition liabilities that are subject to compromise to be reported at the amounts expected to be allowed as

claims, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to

compromise are preliminary and may be subject to future adjustments depending on Court actions, further

developments with respect to disputed claims, determinations of the secured status of certain claims, the values of

any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events.

Note 4

ASC 852 requires expenses and income directly associated with the chapter 11 filings to be reported separately in the

income statement as reorganization items. Reorganization items includes write off of discount, premium, debt

issuance costs, and derivatives associated with long-term debt, expenses related to legal advisory and representation

services, other professional consulting and advisory services, debtor-in-possession financing fees and changes in

liabilities subject to compromise recognized as there are changes in amounts expected to be allowed as claims.

Note 5

Note 6

Notes to MOR-2 & 3:B19+B8

(1) Financial statements are presented in accordance with reporting standards and methodology as used by GenOn

Energy, Inc. in its 10-Q and 10-K filings, such filings encompassing NRG REMA LLC and its debtor subsidiaries as

affiliates of GenOn Energy, Inc.

(2) Liabilities Subject to Compromise are presented in accordance with GAAP standards.

Note to MOR-1:

The "REVENUE", "INCOME BEFORE INT, DEPREC./TAX", and "NET INCOME (LOSS)" line items pertain to

the period of Oct. 1, 2018 through Oct. 31, 2018, as the Income Statement (MOR-6) relates to the entire month of

October.

Note to MOR-5:

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule Page 3 of 20

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CASE NAME: NRG REMA LLC et al CASE NUMBER: 17-33695

Notes to the Monthly Operating Report

Note to MOR-8:

Note to Disbursements:

Disbursements include gross cash disbursements from Debtor entities to non-Debtor entities. Some of the line-items

in MOR-7 are netting receipts with disbursements. Examples include “Intercompany, net” as well as “Hedging /

Margin calls, net” and “Collateral postings”. Because of such netting, the total disbursements will not match what is

shown under “Total disbursements” in MOR-7.

Certain listed bank accounts have been excluded from the statement of direct cash flows (see notes to MOR-7).

Notes to MOR-7:

(1) The bank balances shown on MOR-7 only include active bank accounts that are available for immediate

disbursement. This excludes bank accounts that usually carry zero balances as well as adequate assurance and

escrow accounts and Keystone or Conemaugh operating accounts.

(2) MOR-7 does not reflect transactions from the Keystone or Conemaugh operating accounts. Payments made from

these accounts are made on behalf of other owners as a function of NRG REMA LLC's position as account operator.

REMA's portion of these payments are already captured by weekly cash calls, which appear in the "Fuel cost" line

item.

(3) The "Professional fees" line item only contains payments to "retained professionals". Payments to other

professionals are captured in the "Other disbursements" line item.

Intercompany Accounts Receivable are presented on a net basis, and include intercompany accounts payable offsets.

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule Page 4 of 20

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CASE NAME: NRG REMA LLC et al CASE NUMBER: 17-33695

The Monthly Operating Report includes activity for the following debtors:

# Case Number

1 18-35809

2 18-35810

3 18-35811

4 18-35808

Debtor

This Monthly Operating Report (“MOR”) has been prepared solely for the purpose of complying with the monthly

reporting requirements applicable in these chapter 11 cases and is in a format acceptable to the United States Trustee.

The financial information contained herein is limited in scope and covers a limited time period. Moreover, such

information is preliminary and unaudited, and is not prepared in accordance with generally accepted accounting

principles (“GAAP”) in the United States. In addition, the financial statements and supplemental information contained

herein represent condensed combined information.

GenOn Energy REMA Services, Inc.

GenOn Northeast Management Company

NRG REMA LLC

NRG Clearfield Pipeline Company LLC

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule Page 5 of 20

Case 17-33695 Document 2010 Filed in TXSB on 11/30/18 Page 5 of 42

CASE NAME: NRG REMA LLC et al

COMPARATIVE BALANCE SHEETS

ASSETS FILING DATE* MONTH MONTH MONTH MONTH MONTH MONTH

CURRENT ASSETS

Cash

Accounts Receivable, Net

Inventory: Lower of Cost or Market

Prepaid Expenses

Investments

Other

TOTAL CURRENT ASSETS

PROPERTY, PLANT&EQUIP, @ COST

Less Accumulated Depreciation

NET BOOK VALUE OF PP & E

OTHER ASSETS:

1. Tax Deposits

2. Investments in Subs

3

4. (attach list)

TOTAL ASSETS

*Per Schedules and Statement of Affairs Revised:

CASE NUMBER: 17-33695

SEE ATTACHED EXHIBIT A - BALANCE SHEET

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

MOR - 2

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CASE NAME: NRG REMA LLC et al

COMPARATIVE BALANCE SHEETS

LIABILITIES & OWNER'S EQUITY FILING DATE* MONTH MONTH MONTH MONTH MONTH MONTH

LIABILITIES:

POST-PETITION LIABILITIES (MOR-3)

PRE-PETITION LIABILITIES:

Notes Payable-Secured

Priority Debt

Federal Income Tax

FICA/Withholding

Unsecured Debt

Other

TOTAL PRE-PETITION LIABILITIES

TOTAL LIABILITIES

OWNERS'S EQUITY (DEFICIT):

PREFERRED STOCK

COMMON STOCK

ADDITIONAL PAID-IN CAPITAL

RETAINED EARNINGS: Filing Date

RETAINED EARNINGS: Post Filing Date

TOTAL OWNER'S EQUITY (NET WORTH)

TOTAL LIABILITIES & OWNER'S EQUITY

*Per Schedules and Statement of Affairs Revised:

CASE NUMBER: 17-33695

SEE ATTACHED EXHIBIT A - BALANCE SHEET

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

MOR - 3

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CASE NAME: NRG REMA LLC et al CASE NUMBER: 17-33695

Current Assets

Cash and cash equivalents 125.3$

Restricted cash -

Accounts receivable — trade 19.3

Accounts receivable — affiliate, net 8.6

Inventory 42.6

Derivative instruments -

Derivative instruments — affiliate -

Cash collateral paid 12.1

Cash collateral paid - affiliate -

Interest receivable - affiliate -

Current assets - held-for-sale -

Prepaid rent and other current assets 41.8

Total current assets 249.7

Property, Plant and Equipment, net 250.3

Other Assets

Investment in subsidiaries -

Notes receivable — affiliate -

Intangible assets, net 0.1

Derivative instruments -

Derivative instruments — affiliate -

Non-current assets - held-for-sale -

Other non-current assets 64.9

Total other assets 65.0

Total Assets 565.0$

LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities

Current portion of long-term debt — affiliate 0.4$

Accounts payable 11.0

Accounts payable — affiliate 30.9

Derivative instruments -

Derivative instruments — affiliate -

Current liabilities - held-for-sale -

Subordinated accounts and interest payable - affiliate 985.2

Subordinated interest payable on Note Payable - affiliate 416.6

Accrued expenses and other current liabilities 69.0

Total current liabilities 1,513.1

Liabilities Subject to Compromise 34.8

Other Liabilities

Long-term debt 1.0

Derivative instruments -

Derivative instruments — affiliate -

Out-of-market contracts 120.1

Non-current liabilities - held-for-sale -

Subordinated Note Payable - affiliate 543.6

Other non-current liabilities 34.6

Total non-current liabilities 699.3

Total Liabilities 2,247.2

Stockholder's Equity (1,682.2)

Total Liabilities and Stockholder's Equity 565.0$

EXHIBIT A - BALANCE SHEET

ASSETS

NRG REMA LLC and Debtor Subsidiaries

Condensed Consolidated Balance Sheet

As of October 31, 2018

(unaudited)

($M)

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

EXHIBIT A

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CASE NAME: NRG REMA LLC et al

MONTH MONTH

TRADE ACCOUNTS PAYABLE

TAX PAYABLE:

Federal Payroll Taxes

State Payroll & Sales

Ad Valorem Taxes

Other Taxes

TOTAL TAXES PAYABLE

SECURED DEBT POST-PETITION

ACCRUED INTEREST PAYABLE

*ACCRUED PROFESSIONAL FEES:

OTHER ACCRUED LIABILITIES:

1

2

3

TOTAL POST-PETITION LIABILITIES (MOR-4)

* Payment Requires Court Approval. Revised:

CASE NUMBER: 17-33695

SCHEDULE OF POST-PETITION LIABILITIES

SEE ATTACHED EXHIBIT B - POST-

PETITION LIABILITIES 1

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

MOR - 4

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CASE NAME: NRG REMA LLC et al CASE NUMBER: 17-33695

As of October 31, 2018

10/31/2018

11.0

-

-

-

-

-

-

-

-

(0.7)

42.3

52.6

1 Derivative liabilities

2 Payroll and other employee benefits

3 All other liabilities

Total Post-Petition Liabilities

EXHIBIT B - POST-PETITION LIABILITIES 1

Accrued Interest Payable - Affiliate

Other Accrued Liabilities:

Federal & State Payroll and Sales Taxes

Other Taxes

Total Taxes Payable

Accrued Interest Payable

Schedule of Post-Petition Liabilities ($M)

Accounts Payable

Accounts Payable — Affiliate

Tax Payable:

Long-Term Service Agreement

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

EXHIBIT B

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CASE NAME: NRG REMA LLC et al

SCHEDULE OF POST-PETITION LIABILITIES

MONTH _______________

DAYS TOTAL TRADE ACCTS FED TAXES STATE TAXES AD-VALOREM,

OTHER TAXESOTHER

0-30

31-60

61-90

91 +

TOTAL

AGING OF ACCOUNTS RECEIVABLE

MONTH

0-30 DAYS

31-60 DAYS

61-90 DAYS

91 + DAYS

TOTAL

Revised:

CASE NUMBER: 17-33695

SEE EXHIBIT C - POST-PETITION LIABILITIES AND AR AGING

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

MOR - 5

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CASE NAME: NRG REMA LLC et al

EXHIBIT C - POST-PETITION LIABILITIES AND AR AGING ($M)

As of October 31, 2018

Days

Days Total Accounts Payable

Accounts Payable —

Affiliate Other

0-30 24.6 6.7 - 17.9

31-60 19.1 2.9 - 16.2

61-90 8.9 1.4 - 7.5

91 + - - - -

Total 52.6 11.0 - 41.6

Aging of Accounts Receivable ($M)

Days Total

Accounts Receivable,

Net

Accounts Receivable -

Affiliate, Net

0-30 Days 18.6 18.5 0.1

31-60 Days 0.5 0.3 0.2

61-90 Days 0.8 0.3 0.5

91 + Days 8.0 0.2 7.8

Provision for Doubtful

Accounts

- - -

Total 27.9 19.3 8.6

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

EXHIBIT C

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CASE NAME: NRG REMA LLC et al

STATEMENT OF INCOME (LOSS)

MONTH

REVENUES (MOR-6)

TOTAL COST OF REVENUES

GROSS PROFIT

OPERATING EXPENSES:

Selling & Marketing

General & Administrative

Insiders Compensation

Professional Fees

Other (attach list)

TOTAL OPERATING EXPENSES

INCOME BEFORE INT, DEPR/TAX (MOR-

1)

INTEREST EXPENSE

DEPRECIATION

OTHER (INCOME) EXPENSE*

OTHER ITEMS**

TOTAL INT, DEPR & OTHER ITEMS

NET INCOME BEFORE TAXES

FEDERAL INCOME TAXES

NET INCOME (LOSS) (MOR-6)

Accrual Accounting Required, Otherwise Footnote With Explanation Revised:

* Footnote Mandatory

** Unusual and/or infrequent item(s) outside the ordinary course of business; requires footnote

CASE NUMBER: 17-33695

SEE EXHIBIT D - INCOME STATEMENT

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

MOR - 6

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Case 17-33695 Document 2010 Filed in TXSB on 11/30/18 Page 13 of 42

CASE NAME: NRG REMA LLC et al CASE NUMBER: 17-33695

Operating Revenues

Operating revenues 23.1$

Total operating revenues 23.1

Operating Costs and Expenses

Cost of operations 25.4

Depreciation and amortization 2.1

General and administrative 0.4

Restructuring and transition-related costs 3.3

Total operating costs and expenses 31.2

Gain on sale of assets -

Operating Income (8.1)

Other Income/(Expense)

Other income/(expense), net 0.3

Interest expense (22.7)

Total other income/(expense) (22.4)

Income before reorganization items and income taxes (30.5)

Reorganization items (2.2)

Income before income taxes (32.7)

Income tax expense 0.1

Net Income (32.8)$

EXHIBIT D - INCOME STATEMENT

NRG REMA LLC and Debtor Subsidiaries

Condensed Consolidated Statement of Operations

For the Period from October 1, 2018 through October 31, 2018

(unaudited)

($M)

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

EXHIBIT D

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CASE NAME: NRG REMA LLC et al

STATEMENT OF INCOME (LOSS)

CASH RECEIPTS AND DISBURSEMENTS MONTH MONTH MONTH MONTH MONTH MONTHSIX MONTH TO

DATE

1. CASH - BEGINNING OF MONTH

RECEIPTS:

2. CASH SALES

3. COLLECTION OF ACCOUNTS RECEIVABLE

4. LOANS & ADVANCES (attach list)

5. SALE OF ASSETS

6. OTHER (attach list)

TOTAL RECEIPTS

(Withdrawal)Contribution by Individual Debtor MFR-2*

DISBURSEMENTS:

7. NET PAYROLL

8. PAYROLL TAXES PAID

9. SALES, USE & OTHER TAXES PAID

10. SECURED / RENTAL / LEASES

11. UTILITIES

12. INSURANCE

13. INVENTORY PURCHASES

14. VEHICLE EXPENSES

15. TRAVEL & ENTERTAINMENT

16. REPAIRS, MAINTENANCE & SUPPLIES

17. ADMINISTRATIVE & SELLING

18. OTHER (attach list)

TOTAL DISBURSEMENTS FROM OPERATIONS

19. PROFESSIONAL FEES

20. U.S. TRUSTEE FEES

21. OTHER REORGANIZATION EXPENSES (attach list)

TOTAL DISBURSEMENTS

22. NET CASH FLOW

23. CASH - END OF MONTH (mor-7)

Revised:

*Applies to Individual debtor's only.

CASE NUMBER: 17-33695

SEE ATTACHED EXHIBIT E - STATEMENT OF CASH FLOWS

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

MOR 7

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CASE NAME: NRG REMA LLC et al CASE NUMBER: 17-33695

TotalBeginning Date 10/16/18 10/20/18 10/27/18 10/16/18

Ending Date 10/19/18 10/26/18 10/31/18 10/31/18

Operating receipts

Energy / ISO revenue - 5,784 4,476 10,260$

Hedging / Margin Calls, net - - - -

Other receipts 107 1 20 128

Total operating receipts 107 5,784 4,496 10,388

Operating disbursements

Fuel cost - (4,530) (2,400) (6,930)

O&M / Equipment - - - -

Payroll & Benefits - - - -

Taxes and Regulatory Fees - (169) - (169)

Environmental & Pollution Control - - - -

Facilities & Utilities - - - -

Lease Payments - - - -

Shared services - - - -

Intercompany, net - - - -

Other disbursements (9) 2 (24) (31)

Total operating disbursements (9)$ (4,697)$ (2,424)$ (7,130)$

Net operating cash flow 98$ 1,088$ 2,072$ 3,257$

Non operating disbursements/(receipts)

Collateral returns/(postings) - - - -

Professional fees - - - -

Interest & Fees / Debt service - - - -

Total non-operating disbursements - - - -

Total disbursements (9) (4,697) (2,424) (7,130)

Change in float - - - -

Net cash receipts/(disbursements) 98$ 1,088$ 2,072$ 3,257$

Cash balance

Beginning bank balance 110,251 110,349 111,437 110,251

Cash rollup - - - -

Net cash receipts/(disbursements) 98 1,088 2,072 3,257

Ending bank balance 110,349$ 111,437$ 113,509$ 113,509$

EXHIBIT E - STATEMENT OF CASH FLOWS

NRG REMA LLC and Debtor Subsidiaries

Historical Weekly Direct Cash Flow

For the Period from October 16, 2018 through October 31, 2018

($000's)

(unaudited)

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

EXHIBIT E

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CASE NAME: NRG REMA LLC et al

CASH ACCOUNT RECONCILIATION MONTH OF___________

BANK NAME _________________ _________________ _________________ _________________

ACCOUNT NUMBER# # #

ACCOUNT TYPE OPERATING PAYROLL TAX OTHER FUNDS TOTAL

BANK BALANCE

DEPOSIT IN TRANSIT

OUTSTANDING CHECKS

ADJUSTED BANK BALANCE

BEGINNING CASH - PER BOOKS

RECEIPTS

TRANSFERS BETWEEN ACCOUNTS

(WITHDRAWAL)CONTRIBUTION- BY

INDIVIDUAL DEBTOR MFR-2

CHECKS/OTHER DISBURSEMENTS

ENDING CASH - PER BOOKS

Revised:

SEE ATTACHED EXHIBIT F - BANK ACCOUNT RECONCILIATION

CASE NUMBER: 17-33695

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

MOR - 8

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CASE NAME: NRG REMA LLC et al CASE NUMBER: 17-33695

EXHIBIT F - BANK ACCOUNT RECONCILIATION ($)

As of October 31, 2018

Debtor Bank Name Account Description

Account number

(last 4 digits

only) GL Account Balance

Bank Account

Balance

NRG REMA LLC Deutsche Bank Collateral Account RELENG.12 -$ -$

NRG REMA LLC Deutsche Bank Collateral Account RELENG.10 -$ -$

NRG REMA LLC Deutsche Bank Collateral Account RELENG.11 -$ -$

NRG REMA LLC BNY Mellon Control Account 1193 12,090,721$ 12,090,721$

NRG REMA LLC BNY Mellon Investment Account 8400 76,405,000$ 76,405,000$

NRG REMA LLC BNY Mellon Payroll Account 1214 -$ -$

NRG REMA LLC BNY Mellon Receipts Account 1206 45,000$ 45,000$

NRG REMA LLC New Jersey BNY Mellon Subsidiary Operating Account 2235 (458)$ -$

NRG REMA LLC BNY Mellon Concentration Account 2112 24,834,230$ 24,968,161$

NRG REMA LLC Deutsche Bank Trust and Escrow Account 8591 7,962,709$ 7,962,709$

GenOn NE Management BNY Mellon Subsidiary Operating Account 2180 -$ -$

GenOn NE Management BNY Mellon Subsidiary Operating Account 2008 -$ 5,344,861$

GenOn NE Management BNY Mellon Subsidiary Operating Account 1988 -$ 6,686,108$

GenOn NE Management BNY Mellon Subsidiary Operating Account 88400 -$ 6,143,702$

GenOn NE Management BNY Mellon Subsidiary Operating Account 98400 -$ 3,032,440$

Total 121,337,202$ 142,678,702$

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

MOR - 8

Page 18 of 20

Case 17-33695 Document 2010 Filed in TXSB on 11/30/18 Page 18 of 42

CASE NAME: NRG REMA LLC et al CASE NUMBER: 17-33695

Payments to Insiders and Professionals

INSIDERS: Name / Position / Comp. Type October

TOTAL INSIDERS (MOR-9) $ -

PROFESSIONALS: Name October

TOTAL PROFESSIONALS (MOR-9) $ -

Of the total disbursements shown for the month, list the amount paid to insiders (as

defined in Section 101(31)(A)-(F) of the U. S. Bankruptcy Code) and the

professionals. Also, for insiders identify the type of compensation paid (e.g., salary,

commission, bonus, etc.) (Attach additional pages as necessary.)

For the Period from October 16, 2018 through October 31, 2018

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule

MOR - 9

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Case 17-33695 Document 2010 Filed in TXSB on 11/30/18 Page 19 of 42

CASE NAME: NRG REMA LLC et al CASE NUMBER: 17-33695

Disbursement Data

1 18-35809 GenOn REMA Services, Inc. -$

2 18-35810 GenOn Northeast Management Company 145,753$

3 18-35811 NRG Clearfield Pipeline Company LLC -$

4 18-35808 NRG REMA LLC 6,984,655$

Total 7,130,408$

# Case # Debtor Entity Disbursements during the period

For the Period from October 16, 2018 through October 31, 2018

Note: The accompanying Monthly Operating Report Notes are an integral part of this schedule Page 20 of 20

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For more information regarding your (account/portfolio) statement, please refer to the attached Disclosure Notice.

Account Name: NRG REMA LLC NJ EPA Trust Account

Portfolio Name: GenOn REMA LLC - NJ EPA Trust

Portfolio Number: S77859.1

Statement Period: October 01, 2018 - October 31, 2018AccountAdministrator:

Account Manager:Team Lead:

Page 2 of 4

Transaction Statement for the period of October 1, 2018 through October 31, 2018

Date Transaction Description Cash Face/Par Cap Gain/Loss Price Cash Balance Fund Balance

10/01 Beginning balance $ 84.34 $ 7,951,768.61

10/01 Dividend ReinvestmentDB #43 - DEUTSCHE TREASURY PORTFOLIOCUSIP / ISIN:

$ 0.00 $ 10,855.91 $ 0.00 $ 0.00 $ 84.34 $ 7,962,624.52

Investment Positions as of October 31, 2018

Description Original Units Cost Current Units Market Price Yield Market Value Accrued Income Moody Rating /S & P Rating

CashBANK: USD

84.34 $84.34 84.34 $1.00 0.00% $84.34 $0.00 n/a / N/A

DB #43 - DEUTSCHE TREASURY PORTFOLIOCUSIP:

7,962,624.52 $7,962,624.52 7,962,624.52 $1.00 2.11% $7,962,624.52 $13,901.10 n/a / N/A

Total Portfolio 7,962,708.86 $7,962,708.86 7,962,708.86 $7,962,708.86 $13,901.10

Case 17-33695 Document 2010 Filed in TXSB on 11/30/18 Page 40 of 42

Account Name: NRG REMA LLC NJ EPA Trust Account

Portfolio Name: GenOn REMA LLC - NJ EPA Trust

Portfolio Number: S77859.1

Statement Period: October 01, 2018 - October 31, 2018AccountAdministrator:

Account Manager: )Team Lead:

Page 3 of 4

Disclosure Notice:

Certain investments made for the Account(s) shown above may have been executed through Deutsche Bank Trust Company Americas (DBTCA), or an affiliate. Usualor customary charges may be included and retained by DBTCA, or an affiliate, as a part of the execution price. Trade confirmations are available upon customer requestfor no additional charge.

DBTCA provides a wide range of mutual fund investment options. The investment yield, fee structure, minimum investment amounts, as well as other important termsand conditions, vary from fund to fund. Please contact your Account Representative with any questions or to request a prospectus describing any of our mutual fundinvestment options.

If you are invested in a proprietary mutual fund, DBTCA and/or our affiliates may earn investment management fees and other fees associated with these funds, asdisclosed in the relevant fund’s prospectus. DBTCA has entered into agreements with certain mutual funds, including proprietary mutual funds, or their agents, toprovide certain shareholder sevices to these funds. DBTCA is paid a fee by the mutual funds for providing these shareholder services that, calculated on an annualbasis, does not exceed 80 basis points per annum of the average daily balance of the amount of your investment in these funds.

All prices stated herein, with respect to any asset, have been obtained from third party sources. Asset and Industry classification has been obtained from Bloombergand is provided solely for informational purposes.

This statement shall be deemed correct and final unless DBTCA is notified in writing by the Addressee to the contrary, within thirty (30) business days of the date of thestatement.

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