UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

RRI Energy, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		76-0655566
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of April 24, 2009, the latest practicable date for determination, RRI Energy, Inc. had 350,426,995 shares of common stock outstanding and no shares of treasury stock.

 

 

TABLE OF CONTENTS

Forward-Looking Information		ii
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS			1
Consolidated Statements of Operations (unaudited) Three Months Ended March 31, 2009 and 2008			1
Consolidated Balance Sheets (unaudited) March 31, 2009 and December 31, 2008			2
Consolidated Statements of Cash Flows (unaudited) Three Months Ended March 31, 2009 and 2008			3
Notes to Unaudited Consolidated Interim Financial Statements			4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			27
Business Overview			27
Consolidated Results of Operations			29
Liquidity and Capital Resources			34
Off-Balance Sheet Arrangements			35
New Accounting Pronouncements, Significant Accounting Policies and Critical Accounting Estimates			36
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			37
Market Risks and Risk Management			37
Non-Trading Market Risks			37
Trading Market Risks			38
Fair Value Measurements			39
ITEM 4. CONTROLS AND PROCEDURES			39
Evaluation of Disclosure Controls and Procedures			39
Changes in Internal Control Over Financial Reporting			39
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			40
ITEM 6. EXHIBITS			40
Exhibit 2.1
Exhibit 2.2
Exhibit 2.3
Exhibit 2.4
Exhibit 3.2
Exhibit 3.3
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

FORWARD-LOOKING INFORMATION

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that contain projections, assumptions or estimates about the outcome of pending legal actions, our revenues, income, capital structure and other financial items, our plans and objectives for future operations or about our future economic performance, transactions and dispositions, financings or offerings and approvals related thereto. In many cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and other similar words. However, the absence of these words does not mean that the statements are not forward-looking.

Actual results may differ materially from those expressed or implied by the forward-looking statements as a result of many factors or events, including, but not limited to, the following:

•

Demand and market prices for electricity, purchased power and fuel and emission allowances;

•

Limitations on our ability to set rates at market prices;

•

Legislative, regulatory and/or market developments;

•

Our ability to obtain adequate fuel supply and/or transmission and distribution services;

•

Interruption or breakdown of our generating equipment and processes;

•

Failure of third parties to perform contractual obligations;

•

Changes in environmental regulations that constrain our operations or increase our compliance costs;

•

Failure by transmission system operators to communicate operating and system information properly and timely;

•

Failure to meet our debt service, restrictive covenants or collateral postings;

•

Ineffective hedging and other risk management activities;

•

Changes in the wholesale energy market or in our evaluation of our generation assets;

•

The outcome of pending or threatened lawsuits, regulatory proceedings, tax proceedings and investigations;

•

Weather-related events or other events beyond our control;

•

The timing and extent of changes in commodity prices or interest rates; and

•

Financial market conditions and our access to capital.

Other factors that could cause our actual results to differ from our projected results are discussed or referred to in the “Risk Factors” section of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Our filings and other important information are also available on our website at www.rrienergy.com.

PART I.
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RRI ENERGY, INC. AND SUBSIDIARIES

		Three Months Ended March 31,
		2009				2008
		(thousands of dollars,
		except per share amounts)
Revenues:
Revenues (including $4,288 and $12,202 unrealized losses (including $0 and $107,409 from affiliates)		$	466,184			$	879,798
Expenses:
Cost of sales (including $(39,455) and $43,002 unrealized gains (losses)) (including $0 and $35,713 from affiliates)			324,674				508,839
Operation and maintenance			157,146				155,445
General and administrative			29,014				29,214
Western states litigation and similar settlements			—				34,000
Gains on sales of assets and emission and exchange allowances, net			(18,930	)			(611	)
Depreciation and amortization			67,858				82,797
Total operating expense			559,762				809,684
Operating Income (Loss)			(93,578	)			70,114
Other Income (Expense):
Income of equity investment, net			541				207
Debt extinguishments			—				(423	)
Other, net			51				(64	)
Interest expense			(46,919	)			(52,346	)
Interest income			248				6,425
Total other expense			(46,079	)			(46,201	)
Income (Loss) from Continuing Operations Before Income Taxes			(139,657	)			23,913
Income tax expense (benefit)			(33,876	)			10,977
Income (Loss) from Continuing Operations			(105,781	)			12,936
Income (loss) from discontinued operations			(45,632	)			364,276
Net Income (Loss)		$	(151,413	)		$	377,212
Basic Earnings (Loss) per Share:
Income (loss) from continuing operations		$	(0.30	)		$	0.04
Income (loss) from discontinued operations			(0.13	)			1.05
Net income (loss)		$	(0.43	)		$	1.09
Diluted Earnings (Loss) per Share:
Income (loss) from continuing operations		$	(0.30	)		$	0.04
Income (loss) from discontinued operations			(0.13	)			1.03
Net income (loss)		$	(0.43	)		$	1.07

See Notes to our Unaudited Consolidated Interim Financial Statements

RRI ENERGY, INC. AND SUBSIDIARIES

		March 31, 2009				December 31, 2008
		(thousands of dollars, except per share amounts)
ASSETS
Current Assets:
Cash and cash equivalents		$	1,410,315			$	1,004,367
Restricted cash			6,522				2,721
Accounts and notes receivable, principally customer			171,906				279,540
Inventory			295,375				314,999
Derivative assets			178,746				161,340
Margin deposits			125,893				231,676
Investment in and receivables from Channelview, net			58,636				58,703
Prepayments and other current assets			119,525				124,449
Current assets of discontinued operations			2,426,117				2,184,671
Total current assets			4,793,035				4,362,466
Property, plant and equipment, gross			6,468,178				6,417,268
Accumulated depreciation			(1,656,356	)			(1,597,479	)
Property, Plant and Equipment, net			4,811,822				4,819,789
Other Assets:
Other intangibles, net			377,121				380,554
Prepaid lease			279,651				273,374
Other ($28,188 and $29,012 accounted for at fair value)			303,339				298,431
Long-term assets of discontinued operations			658,892				494,781
Total other assets			1,619,003				1,447,140
Total Assets		$	11,223,860			$	10,629,395
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt and short-term borrowings		$	12,869			$	12,517
Accounts payable, principally trade			154,513				156,604
Derivative liabilities			254,087				202,206
Other			227,804				200,559
Current liabilities of discontinued operations			3,088,758				2,374,362
Total current liabilities			3,738,031				2,946,248
Other Liabilities:
Derivative liabilities			127,871				140,493
Other			320,755				272,079
Long-term liabilities of discontinued operations			759,357				850,483
Total other liabilities			1,207,983				1,263,055
Long-term Debt			2,630,031				2,633,444
Commitments and Contingencies
Temporary Equity Stock-based Compensation			9,769				9,004
Stockholders’ Equity:
Preferred stock; par value $0.001 per share (125,000,000 shares authorized; none outstanding)			—				—
Common stock; par value $0.001 per share (2,000,000,000 shares authorized; 350,359,291 and 349,812,537 issued)			111				111
Additional paid-in capital			6,243,969				6,238,639
Accumulated deficit			(2,526,614	)			(2,375,201	)
Accumulated other comprehensive loss			(79,420	)			(85,905	)
Total stockholders’ equity			3,638,046				3,777,644
Total Liabilities and Equity		$	11,223,860			$	10,629,395

See Notes to our Unaudited Consolidated Interim Financial Statements

RRI ENERGY, INC. AND SUBSIDIARIES

		Three Months Ended March 31,
		2009				2008
		(thousands of dollars)
Cash Flows from Operating Activities:
Net income (loss)		$	(151,413	)		$	377,212
(Income) loss from discontinued operations			45,632				(364,276	)
Net income (loss) from continuing operations			(105,781	)			12,936
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			67,858				82,797
Deferred income taxes			(33,771	)			9,319
Net changes in energy derivatives			43,743				(30,800	)
Amortization of deferred financing costs			1,737				2,554
Gains on sales of assets and emission and exchange allowances, net			(18,930	)			(611	)
Western states litigation and similar settlements			—				34,000
Other, net			3,063				533
Changes in other assets and liabilities:
Accounts and notes receivable, net			86,831				(6,925	)
Changes in notes, receivables and payables with affiliate, net			67				(6,152	)
Inventory			21,219				27,262
Margin deposits, net			105,783				9,141
Net derivative assets and liabilities			(10,298	)			(7,045	)
Accounts payable			2,287				30,410
Other current assets			(5,102	)			(2,036	)
Other assets			(4,221	)			(2,812	)
Taxes payable/receivable			(2,689	)			24,001
Other current liabilities			40,076				27,893
Other liabilities			7,204				2,037
Net cash provided by continuing operations from operating activities			199,076				206,502
Net cash provided by discontinued operations from operating activities			289,161				97,552
Net cash provided by operating activities			488,237				304,054
Cash Flows from Investing Activities:
Capital expenditures			(55,472	)			(44,689	)
Proceeds from sales of emission and exchange allowances			12,798				1,717
Purchases of emission allowances			(5,358	)			(4,073	)
Restricted cash			(3,801	)			(1,687	)
Net cash used in continuing operations from investing activities			(51,833	)			(48,732	)
Net cash used in discontinued operations from investing activities			(15,728	)			(4,955	)
Net cash used in investing activities			(67,561	)			(53,687	)
Cash Flows from Financing Activities:
Payments of long-term debt			—				(45,193	)
Payments of debt extinguishments expenses			—				(423	)
Proceeds from issuances of stock			2,163				5,067
Net cash provided by (used in) financing activities			2,163				(40,549	)
Net Change in Cash and Cash Equivalents, Total Operations			422,839				209,818
Net Change in Cash and Cash Equivalents, Discontinued Operations			(16,891	)			4,621
Cash and Cash Equivalents at Beginning of Period, Continuing Operations			1,004,367				524,070
Cash and Cash Equivalents at End of Period, Continuing Operations		$	1,410,315			$	738,509
Supplemental Disclosure of Cash Flow Information:
Cash Payments:
Interest paid (net of amounts capitalized) for continuing operations		$	(4,745	)		$	309
Income taxes paid (net of income tax refunds) for continuing operations			3,762				(22,343	)

See Notes to our Unaudited Consolidated Interim Financial Statements

RRI ENERGY, INC. AND SUBSIDIARIES

(1) Background and Basis of Presentation

(a) Background.

“RRI Energy” refers to RRI Energy, Inc. and “we,” “us” and “our” refer to RRI Energy, Inc. and its consolidated subsidiaries. Our business consists primarily of one business segment, wholesale energy. See note 13. Our consolidated interim financial statements and notes (interim financial statements) are unaudited, omit certain disclosures and should be read in conjunction with our audited consolidated financial statements and notes in our Form 10-K.

On May 1, 2009, we sold our interests in the affiliates that operate our Texas retail residential and small business (mass) and commercial, industrial and governmental/institutional (C&I) business. In connection with this sale, we changed our name to RRI Energy, Inc. from Reliant Energy, Inc. effective May 2, 2009. See note 15. Our Board of Directors has concluded its review of strategic alternatives.

(b) Basis of Presentation.

Estimates. Management makes estimates and assumptions to prepare financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) that affect:

	•		the reported amounts of assets, liabilities and equity;
	•		the reported amounts of revenues and expenses; and
	•		our disclosure of contingent assets and liabilities at the date of the financial statements.

We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which we believe to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate.

Adjustments and Reclassifications. The interim financial statements reflect all normal recurring adjustments necessary, in management’s opinion, to present fairly our financial position and results of operations for the reported periods. Amounts reported for interim periods, however, may not be indicative of a full year period due to seasonal fluctuations in demand for electricity and energy services, changes in commodity prices, and changes in regulations, timing of maintenance and other expenditures, dispositions, changes in interest expense and other factors.

Deconsolidation of Channelview. On August 20, 2007, four of our wholly-owned subsidiaries, RRI Energy Channelview LP (Channelview LP), RRI Energy Channelview (Texas) LLC, RRI Energy Channelview (Delaware) LLC and RRI Energy Services Channelview LLC (collectively, Channelview), filed for reorganization under Chapter 11 of the Bankruptcy Code. As Channelview is currently subject to the supervision of the bankruptcy court, we deconsolidated Channelview’s financial results beginning August 20, 2007 and began reporting our investment in Channelview using the cost method. The Channelview plant was sold on July 1, 2008. See note 14 for further discussion of Channelview.

Inventory. We value fuel inventories at the lower of average cost or market. We reduce these inventories as they are used in the production of electricity or sold. During the three months ended March 31, 2009 and 2008, we recorded $24 million and $0, respectively, for lower of average cost or market adjustments in cost of sales.

New Accounting Pronouncement Not Yet Adopted — Interim Disclosures about Fair Value of Financial Instruments. The Financial Accounting Standards Board (FASB) issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” which is effective for interim periods ending after June 15, 2009. The FSP amends Statement of Financial Accounting Standards (SFAS) No. 107, “Disclosures about Fair Value of Financial Instruments” and will require us to provide information about the fair value of our financial instruments, including methods and significant assumptions used to estimate the fair value, in interim financial statements.

New Accounting Pronouncement Not Yet Adopted — Fair Value Measurements. The FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” which is effective for interim periods ending after June 15, 2009. The FSP provides guidance on how to determine the fair value of assets and liabilities under SFAS No. 157, “Fair Value Measurements” in the current economic environment. We do not expect this FSP to have a significant impact on our consolidated financial statements.

New Accounting Pronouncement Not Yet Adopted — Disclosures about Plan Assets. The FASB issued FSP FAS 132(R)-1, “Employer’s Disclosures about Postretirement Benefit Plan Assets,” which is effective for 2009. In addition to enhanced disclosures regarding investment policies and strategies, this FSP will require us to disclose information about fair value measurements of plan assets that would be similar to the disclosures about fair value measurements required by SFAS No. 157, “Fair Value Measurements” in our 2009 Annual Report on Form 10-K.

(2) Stock-based Compensation

Our compensation expense for our stock-based incentive plans was:

		Three Months Ended March 31,
		2009				2008
		(in millions)
Stock-based incentive plans compensation expense (pre-tax)		$	3			$	4

No significant stock-based compensation awards were granted during the three months ended March 31, 2009. Stock-based compensation expense represents recognition of grant date fair value of previously granted awards over the vesting period. No tax benefits related to stock-based compensation were realized during the three months ended March 31, 2009 and 2008 due to our net operating loss carryforwards.

(3) Derivative Instruments and Hedging Activities

We account for our derivative instruments and hedging activities in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (SFAS No. 133). Effective January 1, 2009, we adopted SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (SFAS No. 161).

Changes in commodity prices prior to the energy delivery period are inherent in our wholesale energy business. However, we believe the benefits of generally hedging our generation assets do not justify the costs, including collateral postings. Accordingly, we may enter selective hedges, including originated transactions, based on our assessment of (a) operational and market limitations requiring us to enter into power, fuel, capacity and emissions transactions to manage our generation assets, (b) the near term economic environment and volatile commodity markets and the benefits of hedging some of the downside risk to our earnings and cash flows and (c) market fundamentals and the opportunity to increase the return from our generation assets. For our risk management activities, we use derivative and non-derivative contracts that provide for settlement in cash or by delivery of a commodity. We use derivative instruments such as futures, forwards, swaps and options to execute our wholesale hedge strategy. We may also enter into derivatives to manage our exposure to changes in prices of emission and exchange allowances.

We account for our derivatives under one of three accounting methods (mark-to-market, accrual (under the normal purchase/normal sale exception to fair value accounting) or cash flow hedge accounting) based on facts and circumstances. The fair values of our derivative activities are determined by (a) prices actively quoted, (b) prices provided by other external sources or (c) prices based on models and other valuation methods. See note 5 for discussion on fair value measurements.

A derivative is recognized at fair value in the balance sheet whether or not it is designated as a hedge, except for derivative contracts designated as normal purchase/normal sale exceptions, which are not in our consolidated balance sheet or results of operations prior to settlement resulting in accrual accounting treatment.

Realized gains and losses on derivative contracts used for risk management purposes and not held for trading purposes are reported either on a net or gross basis based on the relevant facts and circumstances. Hedging transactions that do not physically flow are included in the same caption as the items being hedged.

A summary of our derivative activities and classification in our results of operations is:

		Primary
		Risk		Purpose for Holding or		Transactions that		Transactions that
Instrument		Exposure		Issuing Instrument(1)		Physically Flow/Settle		Financially Settle(2)
Power futures, forward, swap and option contracts		Price risk		Power sales to wholesale customers		Revenues		Revenues
				Power purchases related to wholesale operations		Cost of sales		Revenues
				Power purchases/sales related to legacy trading and non-core asset management positions(3)		Revenues		Revenues
Natural gas and fuel futures, forward, swap and option contracts		Price risk		Natural gas and fuel sales related to wholesale operations		Revenues/Cost of sales		Cost of sales
				Natural gas and fuel purchases related to wholesale operations		Cost of sales		Cost of sales
				Natural gas and fuel purchases/sales related to legacy trading and non-core asset management positions(3)		Cost of sales		Cost of sales
Emission and exchange allowances futures(4)		Price risk		Purchases/sales of emission and exchange allowances		N/A(5)		Revenues/Cost of sales

In addition to market risk, we are exposed to credit and operational risk. We have a risk control framework to manage these risks, which include: (a) measuring and monitoring these risks, (b) review and approval of new transactions relative to these risks, (c) transaction validation and (d) portfolio valuation and reporting. We use mark-to-market valuation, value-at-risk and other metrics in monitoring and measuring risk. Our risk control framework includes a variety of separate but complementary processes, which involve commercial and senior management and our Board of Directors. See note 4 for further discussion of our credit policy.

Earnings Volatility from Derivative Instruments. We procure natural gas, coal, oil, natural gas transportation and storage capacity and other energy-related commodities to support our wholesale energy business. Some types of transactions may cause us to experience volatility in our earnings due to natural gas inventory related to transportation and storage generally receiving accrual treatment while the related derivative instruments are marked to market through earnings.

Unrealized gains and losses on energy derivatives consist of both gains and losses on energy derivatives during the current reporting period for derivative assets or liabilities that have not settled as of the balance sheet date and the reversal of unrealized gains and losses from prior periods for derivative assets or liabilities that settled prior to the balance sheet date but during the current reporting period.

Cash Flow Hedges. If certain conditions are met, a derivative instrument may be designated as a cash flow hedge. Derivatives designated as cash flow hedges must have a high correlation between price movements in the derivative and the hedged item. The changes in fair value of cash flow hedges are deferred in accumulated other comprehensive income (loss), net of tax, to the extent the contracts are, or have been, effective as hedges, until the forecasted transactions affect earnings. At the time the forecasted transactions affect earnings, we reclassify the amounts in accumulated other comprehensive income (loss) into earnings. We record the ineffective portion of changes in fair value of cash flow hedges immediately into earnings. For all other derivatives, changes in fair value are recorded as unrealized gains or losses in our results of operations.

If and when an acceptable level of correlation no longer exists, hedge accounting ceases and changes in fair value are recognized in our results of operations. If it becomes probable that a forecasted transaction will not occur, we immediately recognize the related deferred gains or losses in our results of operations. The associated hedging instrument is then marked to market through our results of operations for the remainder of the contract term unless a new hedging relationship is redesignated.

Over the past several years, we have substantially decreased derivatives accounted for as cash flow hedges, in favor of utilizing the mark-to-market method of accounting or the normal purchase/normal sale exception for these derivatives. During the first quarter of 2007, we de-designated our remaining cash flow hedges; therefore, as of March 31, 2009 and December 31, 2008, we do not have any designated cash flow hedges.

Presentation of Derivative Assets and Liabilities. We present our derivative assets and liabilities on a gross basis (regardless of master netting arrangements with the same counterparty). Cash collateral amounts are also presented on a gross basis.

As of March 31, 2009, our commodity derivative assets and liabilities include amounts for non-trading and trading activities as follows:

		Derivative Assets								Derivative Liabilities								Net Derivative
		Current				Long-Term				Current				Long-Term				Assets (Liabilities)
		(in millions)
Non-trading		$	126			$	48			$	(222	)		$	(110	)		$	(158	)
Trading			53				27				(32	)			(18	)			30
Total derivatives(1)		$	179			$	75			$	(254	)		$	(128	)		$	(128	)

We have the following derivative commodity contracts outstanding as of March 31, 2009:

						Notional Volumes
Commodity		Unit				Current				Long-term
						(in millions)
Power		MWh(1)					(1	)(2)			(2	)(2)
Natural gas		MMBTU(3)					30				2
Natural gas basis		MMBTU(3)					3				2
Coal		MMBTU(3)					109				266

The income (loss) associated with our energy derivatives for the three months ended March 31, 2009 is:

Derivatives Not Designated as
Hedging Instruments Under SFAS No. 133(1)		Revenues				Cost of Sales
		(in millions)
Non-Trading Commodity Contracts:
Unrealized(2)		$	(4	)		$	(40	)
Realized(3)(4)(5)			106				(8	)
Total non-trading		$	102			$	(48	)
Trading Commodity Contracts:
Unrealized		$	—			$	—
Realized(3)			—				19
Total trading		$	—			$	19

As of March 31, 2009 and December 31, 2008, we do not have any designated cash flow hedges. Amounts included in accumulated other comprehensive loss are:

		March 31, 2009
						Expected to be
						Reclassified into
						Results of
		At the End of the				Operations
		Period				in Next 12 Months
		(in millions)
De-designated cash flow hedges(1)(2)(3)		$	44			$	15

Trading Activities. Prior to March 2003, we engaged in proprietary trading activities. Trading positions entered into prior to our decision to exit this business are being closed on economical terms or are being retained and settled over the contract terms. In addition, we have current transactions relating to non-core asset management, such as gas storage and transportation contracts not tied to generation assets, which are classified as trading activities. The income (loss) associated with these transactions is:

		Three Months Ended March 31,
		2009				2008
		(in millions)
Revenues		$	—			$	—
Cost of sales			11				(4	)
Total(1)		$	11			$	(4	)

(4) Credit Risk

We have a credit policy that governs the management of credit risk, including the establishment of counterparty credit limits and specific transaction approvals. Credit risk is monitored daily and the financial condition of our counterparties is reviewed periodically. We try to mitigate credit risk by entering into contracts that permit netting and allow us to terminate upon the occurrence of certain events of default. We measure credit risk as the replacement cost for our derivative positions plus amounts owed for settled transactions.

Our credit exposure is based on our derivative assets and accounts receivable from our wholesale energy counterparties, after taking into consideration netting within each contract and any master netting contracts with counterparties. We believe this represents the maximum potential loss we would incur if our counterparties failed to perform according to their contract terms. In determining the fair value of our derivative assets, we include assumptions for counterparty non-performance risk. See note 5 below and note 2(e) to our consolidated financial statements in our Form 10-K for additional information about fair value measurements. Additionally, we provide an allowance for doubtful accounts for outstanding receivable balances. As of March 31, 2009, and December 31, 2008, two investment grade counterparties (a financial institution and a power grid operator) represented 76% ($172 million) and 61% ($189 million), respectively, of our credit exposure. These amounts exclude activity related to contracts classified as normal purchase/normal sale and non-derivative contractual commitments that are not recorded in our consolidated balance sheets, except for any related accounts receivable. As of March 31, 2009 and December 31, 2008, we held no collateral from these counterparties. There were no other counterparties representing greater than 10% of our credit exposure.

Based on our current credit ratings, any additional collateral postings that would be required from us due to a credit downgrade would be immaterial. As of March 31, 2009 and December 31, 2008, we have posted cash margin deposits of $126 million and $232 million, respectively, as collateral for our derivative liabilities.

(5) Fair Value Measurements

We apply recurring fair value measurements to our financial assets and liabilities. Fair value measurements of our financial assets and liabilities are as follows:

		March 31, 2009
														Total
		Level 1				Level 2				Level 3				Fair Value
		(in millions)
Total derivative assets		$	81			$	171			$	2			$	254
Total derivative liabilities			34				193				155				382
Other assets(1)			28				—				—				28

		December 31, 2008
																		Total
		Level 1				Level 2				Level 3				Reclassifications				Fair Value
		(in millions)
Total derivative assets		$	59			$	177			$	7			$	(3	)(1)		$	240
Total derivative liabilities			17				208				121				(3	)(1)			343
Other assets(2)			29				—				—				—				29

The following is a reconciliation of changes in fair value of net derivative assets and liabilities classified as Level 3:

		Three Months Ended March 31,
		2009				2008
		Net Derivatives (Level 3)
		(in millions)
Balance, beginning of period		$	(114	)		$	21
Total gains (losses) realized/unrealized:
Included in earnings			(74	)(1)			72	(1)
Purchases, issuances and settlements (net)			35				(8	)
Transfers in and/or out of Level 3 (net)			—	(2)			—	(2)
Balance, end of period		$	(153	)		$	85
Changes in unrealized gains/losses relating to derivative assets and liabilities still held at March 31, 2009 and 2008			(68	)(3)			62	(4)

See note 2(e) to our consolidated financial statements in our Form 10-K for additional information about fair value measurements.

(6) Comprehensive Income (Loss)

The components of total comprehensive income (loss) are:

		Three Months Ended March 31,
		2009				2008
		(in millions)
Net income (loss)		$	(151	)		$	377
Other comprehensive income, net of tax:
Reclassification of net deferred loss from cash flow hedges realized in net income/loss			5				10
Unrealized gain on available-for-sale securities			1				—
Comprehensive income (loss)		$	(145	)		$	387

(7) Debt

Outstanding debt:

		March 31, 2009												December 31, 2008
		Weighted												Weighted
		Average												Average
		Stated												Stated
		Interest												Interest
		Rate(1)				Long-term				Current				Rate(1)				Long-term				Current
		(in millions, except interest rates)
Facilities, Bonds and Notes:
RRI Energy:
Senior secured revolver due 2012			2.94	%		$	—			$	—				3.18	%		$	—			$	—
Senior secured notes due 2014(2)(3)			6.75				531				—				6.75				531				—
Senior unsecured notes due 2014			7.625				575				—				7.625				575				—
Senior unsecured notes due 2017			7.875				725				—				7.875				725				—
Subsidiary Obligations:
Orion Power Holdings, Inc. senior notes due 2010 (unsecured)			12.00				400				—				12.00				400				—
PEDFA(4) fixed-rate bonds due 2036(5)			6.75				398				—				6.75				398				—
Total facilities, bonds and notes							2,629				—								2,629				—
Other:
Adjustment to fair value of debt(6)							1				13								4				13
Total other debt							1				13								4				13
Total debt(7)						$	2,630			$	13							$	2,633			$	13

Amounts borrowed and available for borrowing under our revolving credit agreements as of March 31, 2009 are:

		Total Committed				Drawn				Letters				Unused
		Credit				Amount				of Credit				Amount
		(in millions)
RRI Energy senior secured revolver due 2012		$	500			$	—			$	37			$	463
RRI Energy letter of credit facility due 2014			250				—				249				1
Total		$	750			$	—			$	286			$	464

(8) Earnings (Loss) Per Share

Reconciliations of the amounts used in the basic and diluted earnings (loss) per common share computations are:

		Three Months Ended March 31,
		2009				2008
		(in millions)
Income (loss) from continuing operations (basic)		$	(106	)		$	13
Plus: Interest expense on 5.00% convertible senior subordinated notes, net of tax			—	(1)			—	(2)
Income (loss) from continuing operations (diluted)		$	(106	)		$	13

		Three Months Ended March 31,
		2009				2008
		(shares in thousands)
Diluted Weighted Average Shares Calculation:
Weighted average shares outstanding (basic)			350,487				345,419
Plus: Incremental shares from assumed conversions:
Stock options			—	(1)			4,252
Restricted stock			—	(1)			543
Employee stock purchase plan			—	(1)			—
5.00% convertible senior subordinated notes			—	(1)			212
Warrants			—	(1)			3,677
Weighted average shares outstanding assuming conversion (diluted)			350,487				354,103

We excluded the following items from diluted earnings (loss) per common share due to the anti-dilutive effect:

		Three Months Ended March 31,
		2009				2008
		(shares in thousands, dollars in millions)
Shares excluded from the calculation of diluted earnings (loss) per share			446	(1)			N/A	(2)
Shares excluded from the calculation of diluted earnings (loss) per share because the exercise price exceeded the average market price			7,851	(3)			2,380	(3)
Interest expense that would be added to income if 5.00% convertible senior subordinated notes were dilutive			N/A	(4)			N/A	(2)

(9) Income Taxes

(a) Tax Rate Reconciliation.

A reconciliation of the federal statutory income tax rate to the effective income tax rate for our continuing operations is:

		Three Months Ended March 31,
		2009				2008
Federal statutory rate			(35	)%			35	%
Additions (reductions) resulting from:
Federal valuation allowance			11	(1)			—
State income taxes, net of federal income taxes			(1	)(2)			11	(3)
Other			1				—
Effective rate			(24	)%			46	%

(b) Tax Attributes Carryovers.

Our tax attributes carryovers are primarily not affected by the Texas retail sale to the subsidiary of NRG Energy, Inc. See note 15.

(c) Valuation Allowances.

We assess our future ability to use federal, state and foreign net operating loss carryforwards, capital loss carryforwards and other deferred tax assets using the more-likely-than-not criteria. These assessments include an evaluation of our recent history of earnings and losses, future reversals of temporary differences and identification of other sources of future taxable income, including the identification of tax planning strategies in certain situations.

Our valuation allowances for deferred tax assets are:

										Capital, Foreign
		Federal				State				and Other, Net
						(in millions)
As of December 31, 2008		$	49			$	103			$	14
Changes in valuation allowance			16				6				—
As of March 31, 2009		$	65			$	109			$	14

(d) FIN 48 and Income Tax Uncertainties.

We may only recognize the tax benefit for financial reporting purposes from an uncertain tax position when it is more-likely-than-not that, based on the technical merits, the position will be sustained by taxing authorities or the courts. The recognized tax benefits are measured as the largest benefit having a greater than fifty percent likelihood of being realized upon settlement with a taxing authority. We classify accrued interest and penalties related to uncertain income tax positions in income tax expense/benefit.

Our unrecognized federal and state tax benefits did not change significantly during the three months ended March 31, 2009 and 2008.

We expect to continue discussions with taxing authorities regarding tax positions related to the following, and believe it is reasonably possible some of these matters could be resolved in the next 12 months; however, we cannot estimate the range of changes that might occur:

•

$177 million payment to CenterPoint during 2004 related to our residential customers;

•

$351 million charge during 2005 to settle certain civil litigation and claims relating to the Western states energy crisis; and

•

the timing of tax deductions as a result of negotiations with respect to California-related revenue, depreciation, emission allowances and certain employee benefits.

We are in ongoing discussions with the Internal Revenue Service (IRS) regarding the timing of revenue recognition and tax deductions with respect to certain California-related items in our 2002 short taxable period return (subsequent to our separation from CenterPoint Energy, Inc.). The IRS has informed us it expects to issue a notice of denial of our administrative claim for refund involving these California-related items and we expect to institute refund litigation with respect to this claim in the U.S. District Court or U.S. Court of Federal Claims. In order to set a jurisdictional prerequisite to institute such a refund suit, we expect to make a payment of approximately $60 million to $65 million (which includes an asserted tax liability of $38 million plus interest) some time during 2009. If the IRS were to ultimately prevail in this matter, there would be no impact on the effective tax rate except for interest. The payment is refundable with interest if we are successful in the litigation.

(10) Guarantees and Indemnifications

We have guaranteed some non-qualified benefits of CenterPoint’s existing retirees at September 20, 2002. The estimated maximum potential amount of future payments under the guarantee is approximately $53 million as of March 31, 2009 and no liability is recorded in our consolidated balance sheet for this item.

We also guarantee the $500 million PEDFA bonds, which are included in our consolidated balance sheet as outstanding debt or liabilities of discontinued operations. Our guarantees are secured by the same collateral as our 6.75% senior secured notes. The guarantees require us to comply with covenants similar to those in the 6.75% senior secured notes indenture. The PEDFA bonds will become secured by certain assets of our Seward power plant if the collateral supporting both the 6.75% senior secured notes and our guarantees are released. Our maximum potential obligation under the guarantees is for payment of the principal of $500 million and related interest charges at a fixed rate of 6.75%. See note 15.

We have guaranteed payments to a third party relating to energy sales from El Dorado Energy, LLC, a former investment. The estimated maximum potential amount of future payments under this guarantee is approximately $21 million as of March 31, 2009 and no liability is recorded in our consolidated balance sheet for this item.

We enter into contracts that include indemnification and guarantee provisions. In general, we enter into contracts with indemnities for matters such as breaches of representations and warranties and covenants contained in the contract and/or against certain specified liabilities. Examples of these contracts include asset purchase and sales agreements, service agreements and procurement agreements.

In our debt agreements, we typically indemnify against liabilities that arise from the preparation, entry into, administration or enforcement of the agreement.

Except as otherwise noted, we are unable to estimate our maximum potential exposure under these agreements until an event triggering payment occurs. We do not expect to make any material payments under these agreements.

(11) Contingencies

We are party to many legal proceedings, some of which may involve substantial amounts. Unless otherwise noted, we cannot predict the outcome of the matters described below.

(a) Pending Natural Gas Litigation.

The following proceedings relate to alleged conduct in the natural gas markets. We have settled a number of proceedings that were pending in California and other Western states; however, some other proceedings remain pending.

We are party to 13 lawsuits, several of which are class action lawsuits, in state and federal courts in California, Kansas, Missouri, Nevada, Tennessee and Wisconsin. These lawsuits relate to alleged conduct to increase natural gas prices in violation of antitrust and similar laws. The lawsuits seek treble or punitive damages, restitution and/or expenses. The lawsuits also name a number of unaffiliated energy companies as parties.

Recent developments in these cases include:

•

In January 2009, we reached an agreement to settle the five California-related cases pending in federal court in Nevada. The settlement is subject to approval of the court. The charges anticipated to be incurred in connection with the settlement were expensed in the third quarter of 2008. This settlement will resolve all of the remaining California gas cases.

•

In January 2009, the Circuit Court of Jackson County, Missouri dismissed the case filed by the Missouri Public Service Commission for lack of standing to bring the action. An appeal was filed in February 2009.

(b) Merrill Lynch Action.

In December 2008, we terminated our $300 million retail working capital facility agreement with Merrill Lynch in order to address any issue that might be asserted regarding the minimum adjusted retail EBITDA covenant in that facility. On December 24, 2008, Merrill Lynch filed an action in the Supreme Court of the State of New York seeking a judgment declaring that under our credit sleeve and reimbursement agreement (the agreement), we did not have the right to terminate the working capital facility without their consent and that such termination is an event of default under the agreement. On May 1, 2009, we and Merrill Lynch filed to dismiss this lawsuit and the agreement was transferred in connection with the closing of the sale of our Texas retail business. The Court granted an order dismissing the action with prejudice on May 4, 2009. See note 15.

(c) Environmental Matters.

New Source Review Matters. The United States Environmental Protection Agency (EPA) and various states are investigating compliance of coal-fueled electric generating stations with the pre-construction permitting requirements of the Clean Air Act known as “New Source Review.” In 2000 and 2001, we responded to the EPA’s information requests related to five of our stations, and in December 2007, we received supplemental requests for two of those stations. In September 2008, we received an EPA request for information related to two additional stations. The EPA agreed to share information relating to its investigations with state environmental agencies. In January 2009, we received a Notice of Violation (NOV) from the EPA alleging that past work at our Shawville, Portland and Keystone generation facilities violated the agency’s regulations regarding New Source Review. While we are continuing to review the allegations, we believe that the projects listed by the EPA were conducted in compliance with applicable regulations.

In December 2007, the New Jersey Department of Environmental Protection (NJDEP) filed suit against us in the United States District Court in Pennsylvania, alleging that New Source Review violations occurred at one of our power plants located in Pennsylvania. The suit seeks installation of “best available” control technologies for each pollutant, to enjoin us from operating the plant if it is not in compliance with the Clean Air Act and civil penalties. The suit also names three past owners of the plant as defendants. In March 2009, the Connecticut Department of Environmental Protection became an intervening party to the suit.

We are unable to predict the ultimate outcome of the EPA’s NOV or the NJDEP’s suit, but a final finding that we violated the New Source Review requirements could result in significant capital expenditures associated with the implementation of emissions reductions on an accelerated basis and possible penalties. Most of these work projects were undertaken before our ownership of those facilities. We believe we are indemnified by or have the right to seek indemnification from the prior owners for certain losses and expenses that we may incur from activities occurring prior to our ownership.

Ash Disposal Landfill Closures. We are responsible for environmental costs related to the future closures of seven ash disposal landfills. We recorded the estimated discounted costs ($15 million as of March 31, 2009 and December 31, 2008) associated with these environmental liabilities as part of our asset retirement obligations. See note 2(q) to our consolidated financial statements in our Form 10-K.

Remediation Obligations. We are responsible for environmental costs related to site contamination investigations and remediation requirements at four power plants in New Jersey. We recorded the estimated long-term liability for the remediation costs of $8 million as of March 31, 2009 and December 31, 2008.

Conemaugh Action. In April 2007, PennEnvironment and the Sierra Club filed a citizens’ suit against us in the United States District Court, Western District of Pennsylvania to enforce provisions of the water discharge permit for the Conemaugh plant, of which we are the operator and have a 16.45% interest. PennEnvironment and the Sierra Club seek civil penalties, remediation and an injunction against further violations. We are confident that the Conemaugh plant has operated and will continue to operate in material compliance with its water discharge permit, its consent order agreement with the Pennsylvania Department of Environmental Protection, and related state and federal laws. However, if PennEnvironment and the Sierra Club are successful, we could incur additional capital expenditures associated with the implementation of discharge reductions and penalties, which we do not believe would be material.

Mandalay Notice of Violation. In November 2008, the California State Water Resources Control Board — Los Angeles Region proposed a settlement payment in the amount of $192,000 relating to alleged violations of our wastewater discharge permit for our Mandalay plant. We are reviewing the Board’s proposal and we believe that there are reasonable grounds for reduction of the amount of the settlement proposed by the Board.

Global Warming. In February 2008, the Native Village of Kivalina and the City of Kivalina filed a suit in the United States District Court for the Northern District of California against us and 23 other electric generating and oil and gas companies. The lawsuit seeks damages of up to $400 million for the cost of relocating the village allegedly because of global warming caused by the greenhouse gas emissions of the defendants. We believe this claim lacks legal merit.

(d) Other.

Excess Mitigation Credits. From January 2002 to April 2005, CenterPoint applied excess mitigation credits (EMCs) to its monthly charges to retail energy providers. The PUCT imposed these credits to facilitate the transition to competition in Texas, which had the effect of lowering the retail energy providers’ monthly charges payable to CenterPoint. CenterPoint represents that the portion of those EMCs credited to us totaled $385 million. In its stranded cost case, CenterPoint sought recovery of all EMCs credited to all retail electric providers, including us, and the PUCT ordered that relief. On appeal, the Texas Third Court of Appeals ruled that CenterPoint’s stranded cost recovery should exclude EMCs credited to us for price-to-beat customers. The case is now before the Texas Supreme Court. In November 2008, CenterPoint asked us to agree to suspend any limitations periods that might exist for possible claims against us if it is ultimately not allowed to include in its stranded cost calculation EMCs credited to us. We agreed to suspend only unexpired deadlines, if any, that may apply to a CenterPoint claim relating to EMCs credited to us. Regardless of the outcome of the Texas Supreme Court proceeding, we believe that any claim by CenterPoint that we are liable to it for any EMCs credited to us lacks legal merit and is unsupported by our Master Separation Agreement with CenterPoint. In addition, CenterPoint has publicly stated that it has no legal recourse against us for any reduction in the amount of its recoverable stranded costs should EMCs credited to us be excluded.

CenterPoint Indemnity. We have agreed to indemnify CenterPoint against certain losses relating to the lawsuits described in note 11(a) under “Pending Natural Gas Litigation.”

Texas Franchise Audit. The state of Texas has issued assessment orders indicating an estimated tax liability of approximately $57 million (including interest and penalties of $19 million) relating primarily to the sourcing of receipts for 2000 through 2005. We are contesting the audit assessments related to this issue.

Sales Tax Contingencies. Some of our sales tax computations are subject to challenge under audit. As of March 31, 2009 and December 31, 2008, we have $13 million accrued in current and long-term liabilities relating to these contingencies.

Refund Contingency Related to Transportation Rates. In September 2008, Kern River Gas Transmission Company (Kern), a natural gas pipeline company, and certain of its shippers entered into a settlement agreement to which we were a party. The agreement set Kern’s transportation rates as of November 2004 at 12.5% return on equity, which resulted in a refund to us of $30 million during the fourth quarter of 2008 (recorded as a current liability). In January 2009, FERC rejected the settlement and directed Kern to recalculate the refunds based on a rate of 11.55% return on equity. Accordingly, we expect to receive an additional approximately $4 million in 2009. If the settlement is appealed, that amount may be subject to adjustment on resolution of the appeal.

(12) Supplemental Guarantor Information

Our wholly-owned subsidiaries are either (a) full and unconditional guarantors, jointly and severally, or (b) non-guarantors of the senior secured notes.

Condensed Consolidating Statements of Operations.

		Three Months Ended March 31, 2009
		RRI Energy				Guarantors				Non-Guarantors				Adjustments (1)				Consolidated
		(in millions)
Revenues		$	—			$	452			$	257			$	(243	)		$	466
Cost of sales			—				342				223				(241	)			324
Operation and maintenance			—				62				96				(1	)			157
General and administrative			—				4				26				(1	)			29
Gains on sales of assets and emission and exchange allowances, net			—				(15	)			(3	)			—				(18	)
Depreciation and amortization			—				32				36				—				68
Total			—				425				378				(243	)			560
Operating income (loss)			—				27				(121	)			—				(94	)
Income of equity investment, net			—				1				—				—				1
Loss of equity investments of consolidated subsidiaries			(107	)			(20	)			—				127				—
Interest expense			(37	)			(8	)			(2	)			—				(47	)
Interest income (expense) — affiliated companies, net			17				(3	)			(14	)			—				—
Total other expense			(127	)			(30	)			(16	)			127				(46	)
Loss from continuing operations before income taxes			(127	)			(3	)			(137	)			127				(140	)
Income tax expense (benefit)			8				9				(51	)			—				(34	)
Loss from continuing operations			(135	)			(12	)			(86	)			127				(106	)
Income (loss) from discontinued operations			(16	)			9				(38	)			—				(45	)
Net loss		$	(151	)		$	(3	)		$	(124	)		$	127			$	(151	)

		Three Months Ended March 31, 2008
		RRI Energy				Guarantors				Non-Guarantors				Adjustments (1)				Consolidated
		(in millions)
Revenues		$	—			$	862			$	417			$	(399	)		$	880
Cost of sales			—				773				133				(397	)			509
Operation and maintenance			—				61				96				(1	)			156
General and administrative			—				7				23				(1	)			29
Western states litigation and similar settlements			34				—				—				—				34
Gains on sales of assets and emission and exchange allowances, net			—				(1	)			—				—				(1	)
Depreciation and amortization			—				35				48				—				83
Total			34				875				300				(399	)			810
Operating income (loss)			(34	)			(13	)			117				—				70
Income of equity investments of consolidated subsidiaries			387				43				—				(430	)			—
Interest expense			(39	)			(7	)			(6	)			—				(52	)
Interest income			5				1				—				—				6
Interest income (expense) — affiliated companies, net			54				(37	)			(17	)			—				—
Total other income (expense)			407				—				(23	)			(430	)			(46	)
Income (loss) from continuing operations before income taxes			373				(13	)			94				(430	)			24
Income tax expense (benefit)			(5	)			(19	)			39				(4	)			11
Income from continuing operations			378				6				55				(426	)			13
Income (loss) from discontinued operations			(1	)			(3	)			372				(4	)			364
Net income		$	377			$	3			$	427			$	(430	)		$	377

Condensed Consolidating Balance Sheets.

		March 31, 2009
		RRI Energy				Guarantors				Non-Guarantors				Adjustments (1)				Consolidated
		(in millions)
ASSETS
Current Assets:
Cash and cash equivalents		$	1,380			$	—			$	30			$	—			$	1,410
Restricted cash			—				3				4				—				7
Accounts and notes receivable, principally customer, net			5				156				18				(7	)			172
Accounts and notes receivable — affiliated companies			1,140				263				140				(1,543	)			—
Inventory			—				127				168				—				295
Derivative assets			—				146				33				—				179
Investment in and receivables from Channelview, net			1				58				—				—				59
Other current assets			34				122				111				(22	)			245
Current assets of discontinued operations			108				63				2,783				(528	)			2,426
Total current assets			2,668				938				3,287				(2,100	)			4,793
Property, Plant and Equipment, net			—				2,346				2,466				—				4,812
Other Assets:
Other intangibles, net			—				115				262				—				377
Notes receivable — affiliated companies			2,137				591				43				(2,771	)			—
Equity investments of consolidated subsidiaries			1,409				312				—				(1,721	)			—
Other long-term assets			46				822				384				(669	)			583
Long-term assets of discontinued operations			2				17				817				(177	)			659
Total other assets			3,594				1,857				1,506				(5,338	)			1,619
Total Assets		$	6,262			$	5,141			$	7,259			$	(7,438	)		$	11,224
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt and short-term borrowings		$	—			$	—			$	13			$	—			$	13
Accounts payable, principally trade			2				22				131				—				155
Accounts and notes payable — affiliated companies			—				1,231				312				(1,543	)			—
Derivative liabilities			—				48				206				—				254
Other current liabilities			43				212				27				(54	)			228
Current liabilities of discontinued operations			193				263				3,160				(527	)			3,089
Total current liabilities			238				1,776				3,849				(2,124	)			3,739
Other Liabilities:
Notes payable — affiliated companies			—				2,059				712				(2,771	)			—
Derivative liabilities			—				14				114				—				128
Other long-term liabilities			531				149				283				(643	)			320
Long-term liabilities of discontinued operations			14				15				908				(178	)			759
Total other liabilities			545				2,237				2,017				(3,592	)			1,207
Long-term Debt			1,831				398				401				—				2,630
Commitments and Contingencies
Temporary Equity Stock-based Compensation			10				—				—				—				10
Total Stockholders’ Equity			3,638				730				992				(1,722	)			3,638
Total Liabilities and Equity		$	6,262			$	5,141			$	7,259			$	(7,438	)		$	11,224