UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549FORM 10-K (X)ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000. ( )TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______
TO________. Commission
File No.  333-48900 NRG
South Central Generating LLC(Exact name of Registrant as
specified in its charter) Delaware
  __41-1963217__(State or other
  jurisdiction
  (I.R.S. Employerof incorporation or
  organization)
  Identification No.)901
  Marquette Avenue, Suite 2300Minneapolis, Minnesota
  55402(Address of
  principal executive offices)
  (Zip Code)
  (612) 373-5300(Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act:  None Indicate by check mark whether the Registrant (1) has
filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X   No___ Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulations S-K is not contained herein, and
will not be contained, to the best of the Registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X] The Registrant meets the conditions set forth in
General Instruction I (1) (a) and (b) of Form 10-K and is therefore filing this
Form with the reduced disclosure format. Documents Incorporated by Reference: None


Index Part
  IItem 1
  BusinessItem 2
  PropertiesItem 3
  Legal ProceedingsItem 4
  Submission of Matters to a Vote of Security
  Holders -Omitted per General Instruction I (2) (c)Part IIItem 5
  Market for the Registrants Common 
  Equity and Related Stockholder MattersItem 6
  Selected Financial Data  Omitted
  per General Instruction I (2)(a)Item 7
  Managements Discussion and Analysis of
  Financial 
  Condition and Results of OperationsItem 7A
  Quantitative and Qualitative Disclosures
  About 
  Market RiskItem 8
  Financial Statements and Supplementary DataItem 9
  Changes in & Disagreements with
  Accountants on 
  Accounting and Financial DisclosurePart IIIItem 10
  Directors and Executive Officers of the
  RegistrantOmitted per General Instruction I (2)(c)Item 11
  Executive Compensation  Omitted
  per General Instruction I (2)(c)Item 12
  Security Ownership of Certain Beneficial
  Owners and 
  Management  Omitted per General Instruction I (2) (c)Item 13
  Certain Relationships and Related
  Transactions  Omitted 
  per General Instruction I(2) (c)Part IVItem 14
  Exhibits, Financial Statements Schedules
  and Reports 
  On Form 8-KSIGNATURES


Part I Item 1 Business  General NRG South Central Generating LLC (NRG South
Central or the Company), is a Delaware limited liability company, which,
through its wholly-owned subsidiaries, Louisiana Generating LLC (Louisiana
Generating), NRG New Roads Holdings LLC, NRG Sterlington Power LLC, Big Cajun I
Peaking Power LLC, NRG Sabine River Works GP LLC, and NRG Sabine River Works LP
LLC, owns approximately 2,358 MW of net electric generating capacity as of
December 31, 2000 (including projects under construction). NRG South Central is an indirect wholly-owned
subsidiary of NRG Energy, Inc. (NRG Energy), a global energy company.
Established in 1989, NRG Energy is primarily engaged in the acquisition,
development, ownership and operation of power generation facilities and the
sale of energy, capacity and related products. 
NRG Energy owns 100% of both NRG Central U.S. LLC and South Central
Generation Holding LLC, each of which own a 50% membership interest in NRG
South Central. On June 5, 2000, NRG Energy completed its
initial public offering. Prior to an initial pubic offering, NRG Energy was a
wholly-owned subsidiary of Northern States Power Company (NSP). In August 2000,
NSP merged with New Century Energies, Inc., a Colorado based utility. The
shares of NRG Energy class A common stock previously owned by NSP are now owned
by Xcel Energy Inc. (Xcel), the surviving company in the merger. As of December
31, 2000, Xcel owned an 82% interest in NRG Energys outstanding common and
class A common stock, representing 98% of the total voting power of NRG
Energys common and class A common stock. Xcel is one of the ten largest
electricity and natural gas companies in the United States. Xcel has six public
utility subsidiaries that collectively serve approximately 3.1 million electric
customers and 1.5 million gas customers in twelve states, and has numerous
non-utility subsidiaries, including NRG Energy, which are engaged in energy related
businesses. Through its subsidiary, Louisiana Generating
LLC, NRG South Central owns the Big Cajun I and Big Cajun II generating
facilities in New Roads, Louisiana (the Cajun facilities).  Louisiana Generating acquired the Cajun
facilities through a competitive bidding process following a Chapter 11
bankruptcy filing by Cajun Electric Power Cooperative, Inc., a non-profit
Louisiana electric membership cooperative corporation.  Cajun Electric sold wholesale energy and
capacity generated by the Cajun facilities to its cooperative members for more
than 20 years under long-term, all-requirements power supply agreements.
Louisiana Generating has continued to sell energy and capacity to all 11 of
Cajun Electrics former members,  the
distribution cooperatives, as well as to two municipal power authorities and
one investor-owned utility that were Cajun Electrics former contract power
purchasers. In March 2000, NRG South Central formed NRG
New Roads Holdings LLC (New Roads) to hold certain assets that were acquired in
conjunction with the purchase of the Cajun facilities which are not necessary
for the operation of the Cajun facilities. NRG Sterlington Power LLC
(Sterlington), which was acquired by NRG Energy and contributed to NRG South
Central in August 2000, was formed for the purpose of developing, constructing,
owning and operating an approximately 200 MW simple cycle gas peaking facility
in Sterlington, Louisiana. Louisiana Generating purchased the capacity and is
entitled to all energy from Sterlington. In December 2000, NRG Sabine River
Works LP and NRG Sabine River Works GP acquired, respectively, a 49% limited
partnership interest and a 1% general partnership interest in SRW Cogeneration
Limited Partnership, a Delaware limited partnership that will own and operate
an approximately 450 MW natural gas-fired cogeneration plant now under
construction at the DuPont Companys Sabine River Works petrochemical facility
near Orange, Texas. Subsidiaries of Conoco, Inc. own the other 50% interest in
SRW Cogeneration Limited Partnership. Construction of the plant is
approximately 85% complete and commercial operation is expected to begin in the
summer of 2001. In December 2000, Big Cajun I Peaking Power LLC began
construction of an approximately 240 MW expansion project at the site of our
Big Cajun I facility in New Roads, Louisiana. 
The project is expected to be completed in July 2001. NRG South Centrals headquarters and
principal executive offices are located at 901 Marquette Avenue, Suite 2300,
Minneapolis, Minnesota 55402. NRG South Centrals phone number is (612) 373 
5300. The Cajun Facilities

The Cajun Facilities, located in New Roads,
Louisiana, consist of two plants referred to as Big Cajun I and Big Cajun
II.  As of December 31, 2000, the
aggregate net capable capacity of the Cajun facilities was 1,708 MW.

Big Cajun I.  Big Cajun I,
Units 1 and 2, both of which are 100% owned by Louisiana Generating, are
natural gas-fired generating facilities with a net capable capacity of 110 MW
each.  Big Cajun I is used for
intermediate/peaking load seasonal operation and typically runs from May
through September.  As currently
configured, Big Cajun I produces approximately 2% of the annual electric output
(as measured in kWh) from the Cajun facilities.

Big Cajun II.Big Cajun II,
Units 1, 2 and 3, are coal-fired generating facilities.  Units 1 and 2 are 100% owned by Louisiana
Generating and each have a net capable capacity of 575 MW.  Unit 3 has a net capable capacity of 575 MW,
of which 58% is owned by Louisiana Generating. 
Entergy Gulf States owns the remaining portion.  Big Cajun II is a base load facility and
runs throughout the year.  As currently
configured, Big Cajun II produces approximately 98% of the annual electric
output (as measured in kWh) from the Cajun facilities.

Other
Facilities

NRG Sterlington owns, operates and is in the
process of developing an approximately 200 MW simple cycle gas peaking facility
located in Sterlington, Louisiana. As of December 31, 2000, approximately 60 MW
of capacity was operational with the remaining expected to be in operation in
April 2001. Louisiana Generating purchased the capacity and is entitled to all
energy from NRG Sterlington.

Both Big Cajun I and II facilities have
available space and existing infrastructure which can accommodate additional
generating units.  Construction has
commenced with respect to an approximately 240 MW expansion of the Big Cajun I
facilities.  NRG South Central has
formed Big Cajun I Peaking Power, a wholly owned subsidiary, to develop, construct
and own the expansion project, which is targeted to begin commercial operation
in June 2001.  The energy and capacity
generated by the expansion project may be used to help meet NRG South Centrals
obligations under the existing power purchase agreements, with any excess power
and capacity being marketed by NRG Power Marketing, a wholly owned subsidiary
of NRG Energy.

Regulation

NRG South Central is subject to a broad range
of federal, state and local energy and environmental laws and regulations
applicable to the development, ownership and operation of its projects.  These laws and regulations generally require
that a number of permits and approvals be obtained before construction or
operation of a power plant commences and that, after completion, the facility
operate in compliance with local requirements. NRG South Central strives to
comply with the terms of all such laws, regulations, permits and licenses and
believes that all of its operating plants are in material compliance with all
such applicable requirements. No assurance can be given, however, that in the
future all necessary permits and approvals will be obtained and all applicable
statutes and regulations will be complied with.  In addition, regulatory compliance for the construction of new
facilities is a costly and time-consuming process, and intricate and rapidly
changing environmental regulations may require major expenditures for
permitting and create the risk of expensive delays or material impairment of
project value if projects cannot function as planned due to changing regulatory
requirements or local opposition. 
Furthermore, there can be no assurance that existing regulations will
not be revised or that new regulations will not be adopted or become applicable
to NRG South Central which would have an adverse impact on its operations.

General.  NRG South
Central and its subsidiaries, like most industrial enterprises, are subject to
regulation with respect to the environmental impact of their operations,
including air and water quality control, limitations on land use, disposal of
wastes, aesthetics and other matters.

Federal Power Act.The Federal
Power Act gives the Federal Energy Regulatory Commission (FERC) exclusive
ratemaking jurisdiction over wholesale sales of electricity and the
transmission of electricity in interstate commerce.  Pursuant to the Federal Power Act, all public utilities subject
to FERCs jurisdiction are required to file rate schedules with FERC prior to
commencement of wholesale sales or transmission of electricity.  Because Louisiana Generating sells energy
and capacity in the wholesale market, it is deemed to be a public utility for
purposes of the Federal Power Act and has been granted this authority by FERC.  In its orders, FERC also granted waivers of
certain of the accounting, record-keeping and reporting requirements that are
imposed on public utilities with cost-based rate schedules.

In addition, FERCs orders, as is customary
with market-based rate schedules, reserve the right to suspend, upon complaint,
market-based rate authority on a prospective basis if it is subsequently
determined that market power was exercised. 
If FERC were to suspend market-based rate authority, it would most
likely be necessary to file, and obtain FERC acceptance of, cost-based rate
schedules.  In addition, the loss of
market-based rate authority would likely subject NRG South Central to the
accounting, record-keeping and reporting requirements that are imposed on
public utilities with cost-based rate schedules.

Public Utility Holding Company Act
(PUHCA).A public utility company that is a
subsidiary of a registered holding company under PUHCA is subject to financial
and organization regulation, including approval by the SEC of certain of its
financing transactions. However, under the Energy Policy Act, a company engaged
exclusively in the business of owning and/or operating a facility used for the
generation of electric energy exclusively for sale at wholesale may be exempted
from PUHCA regulation by means of its status as an Exempt Wholesale Generator
(EWG), as defined under Section 32 of PUHCA. 
All of NRG South Centrals subsidiaries are EWG, and have received
confirmation from FERC of their EWG status.

If Louisiana Generating or any other of NRG
South Centrals subsidiairies were to lose their EWG status, they would be
subject to regulation as a public utility company and certain of their
affiliates would be subject to regulation under PUHCA as public utility holding
companies.  Absent a substantial
restructuring of NRG South Centrals business, it would be difficult to comply
with PUHCA without a material adverse effect on its business.

State Law.With the
exception of the provision of utility services by certain utilities in New
Orleans and certain municipal utilities, the Louisiana Public Service
Commission, or LPSC, regulates all public utilities within Louisiana.  The jurisdiction of the LPSC over these
public utilities generally includes authority to regulate the rates, services
and securities of any entity furnishing electric service in the state.  However, Louisiana law does not specifically
address the status of entities providing electricity exclusively at
wholesale.  The LPSC has recognized that
FERC has jurisdiction over wholesale rates. 
However, the 11 distribution cooperatives to which Louisiana Generating
sells a majority of the energy and capacity generated by the Cajun facilities
will continue to be regulated by the LPSC.

In January 2000, the LPSC issued an order,
which NRG South Central refers to as the January 2000 order:


  Determining
  that allowing the Cajun facilities to be sold to NRG South Central will
  benefit consumers, is in the public interest and does not violate Louisiana
  law (these approvals were necessary under the mandate of federal law, which
  required LPSC approval before the Cajun facilities may become eligible
  facilities of an exempt wholesale generator under PUHCA);
  Approving
  the decision of three of the distribution cooperatives, Southwest Louisiana
  Electric Membership Corporation, Pointe Coupee Electric Membership
  Corporation and Concordia Electric Cooperative, Inc., to enter into 25-year,
  all-requirements power supply agreements with Louisiana Generating in the
  form that we refer to as Form A;
  Establishing
  a purchase power clause for these distribution cooperatives to pass through
  automatically at retail all costs under the Form A power supply agreement;
  and
  Declaring
  that the LPSC will not regulate any securities issued by Louisiana
  Generating.In March 2000, the LPSC approved
the decisions of the eight remaining distribution cooperatives to enter into
power purchase agreements with Louisiana Generating. In accordance with the
LPSCs directives, all eleven distribution cooperatives submitted their plans
for (1) recovering the cost of power purchased from Louisiana Generating
through retail rates and (2) for insuring that their retail rates no longer
reflect the cost of purchasing power from Cajun Electric.  After review and hearings, the LPSC approved
each of these cost recovery plans.  As a
result, the purchased power costs of each of the distribution cooperatives are
being recovered through retail rates and the LPSC has authorized the
methodology that permits them to continue to recover such costs in the future.

Customers

Cajun Electric was
a rural electric generation and transmission cooperative formed in 1962 and was
wholly-owned by its members, the distribution cooperatives. The distribution
cooperatives purchased their electric energy requirements from Cajun Electric
for more than 20 years under long-term, all requirements power supply
agreements. These purchases accounted for approximately 79.0% of Cajun
Electrics revenue in 1999. Following NRG South Centrals acquisition of the
Cajun facilities, all 11 of the distribution cooperatives continued to purchase
their electric energy requirements from Louisiana Generating. For the period
March 31, 2000 through December 31, 2000, revenues derived from agreements with
the distribution cooperatives accounted for approximately 73.5% of NRG South
Centrals total revenues. During this same period approximately 81.4% of NRG
South Centrals total revenues were derived from long-term power supply
agreements.

During the period
March 30, 2000 (Inception) through December 31, 2000, sales to two customers,
Southwest Louisiana Electric Membership Corporation, and Dixie Electric
Membership Corporation, accounted for approximately 16.7%, and 16.1% of NRG
South Centrals total revenues, respectively.

Customers of Sterlington and Big Cajun I are
the same customers as Louisiana Generating. SRW Cogen will supply steam and
power to Dow and sell merchant power primarily in the SERC/Entergy region
through NRG Power Marketing.

Power Markets

NRG South Central
sells energy and capacity generated primarily by the Cajun facilities in the
southeast power market, primarily in Louisiana. In addition, through NRG Power
Marketing, NRG South Central sells excess energy and capacity into the
Southeast Energy Reliability Council, or SERC, region or into other neighboring
regions.

Southeast Power Market

The southeast power
market consist of Louisiana, Mississippi, Tennessee, Alabama, Georgia,
Arkansas, northwest Florida and east Texas. State public utilities commission
and state assemblies within the southeast power market have been slower than
other parts of the country to restructure the electricity industry. Most states
in the southeast power market, including Louisiana, have decided not to pursue
retail competition immediately, deciding instead to observe the impact of
direct retail access on other states that have taken a more aggressive approach
towards restructuring. Texas is the only state in the southeast power market
that is moving forward with industry restructuring legislation.

The southeast power
market is currently a bilateral market functioning without an independent
system operator, a power pool or a price exchange. Therefore, all scheduling,
coordination and market pricing are determined on a control area basis by each
market entity rather than by a single pool market clearing house.

Employees

As
of December 31, 2000, Louisiana Generating had 188 union and 128 non-union
employees.  With respect to union
employees, all such employees are covered by current labor agreements with
either the United Steelworkers of America or the International Brotherhood of
Electrical Workers.  These agreements
were renewed in March 2001 and expire April 1, 2006.  No significant labor stoppages or disputes have been experienced
by NRG South Central. NRG South Central does not have any employees.

Coal Supplier and
Transporters

Louisiana Generating has a coal supply agreement with Triton Coal
beginning March 2000. Triton Coal headquartered in Gillette, Wyoming, operates
two coal mines in the Powder River Basin in Wyoming.

Louisiana
Generating has a coal transportation agreement with Burlington Northern and
Santa Fe Railway and American Commercial Terminal beginning in March 2000.
Burlington Northern and Santa Fe Railway, headquartered in Fort Worth, Texas ,
transports a variety of manufacturing, agricultural and natural resource
commodities, chemicals, consumer and food products, and motor vehicles and
automotive parts. American Commercial Terminal, headquartered in
Jeffersonville, Indiana is a general cargo stevedore and warehousing logistics
specialist which operates a terminal offering barge, rail and truck
trans-loading for a variety of commodities including steel, paper, lumber and
coal.

Natural Gas Supply

The Cajun facilities include a 17.5 mile
natural gas pipeline with interconnections to Bridgeline Gas Distribution LLC,
Acadian Gas Pipeline System and Texas Eastern Transmission Corporation. Under
the power sales agreement, NRG Power Marketing may acquire natural gas and gas
transportation rights for NRG South Centrals benefit.

Environmental Matters

Environmental
laws generally require air emissions and water discharges to meet specified
limits. They also impose potential joint and several liability, without regard
to fault, on the generators of various hazardous substances to manage these
materials properly and to clean up property affected by the production and
discharge of such substances. The long-term, all-requirements power supply
agreements under which NRG South Central sells a majority of the energy and
capacity generated by the Cajun facilities contain clauses allowing Louisiana
Generating to pass through to the distribution cooperatives their share of
increased costs resulting from any changes in environmental law. NRG South
Central estimates that it will expend approximately $10 million between 2001
and 2005 related to the environmental compliance of the Cajun facilities,
including expenditures for construction of spill containment structures,
installation of additional monitoring wells and removal of asbestos.  No significant amounts are expected to be
spent for environmental compliance on the other facilities owned, operated and
under construction by NRG South Central as of December 31, 2000.

Remediation

Under various federal, state and local environmental laws and
regulations, a current or previous owner or operator of any facility, including
an electric generating facility, may be required to investigate and remediate
past releases or threatened releases of hazardous or toxic substances or petroleum
products located at the facility, and may be held liable to a governmental
entity or to third parties for property damage, personal injury and
investigation and remediation costs incurred by the party in connection with
any releases or threatened releases. These laws, including the Comprehensive
Environmental Response, Compensation and Liability Act of 1980,as amended by
the Superfund Amendments and Reauthorization Act of 1986, impose liability
without regard to whether the owner knew of or caused the presence of the
hazardous substances, and courts have interpreted liability under such laws to
be strict and joint and several. The cost of investigation, remediation or
removal of any hazardous or toxic substances or petroleum products could be
substantial. NRG South Central believes, however, that the risk of material
remediation liability in connection with its ownership and operation of the
Cajun facilities is low because both Big Cajun I and Big Cajun II were
Greenfield facilities when constructed and neither has a history of large
off-site shipments of hazardous waste from the facilities.  No significant remediation costs are
expected of the other facilities that NRG South Central owned, operated and had
under construction as of December 31, 2000.

In
connection with the acquisition of the Cajun facilities, the trustee in Cajun
Electric's Chapter 11 bankruptcy proceedings commissioned an environmental
consulting firm to conduct a Phase I environmental investigation to evaluate
the potential existence of contamination at the Cajun facilities and whether
remediation of such facilities would be required. A Phase I environmental
investigation typically involves a review of documents maintained by the
facility with respect to conditions at the facility; interviews with facility
personnel; review of governmental agency files; research into historical
operations at a facility; and a visual inspection of the facility. The Phase I
environmental investigation of the Cajun facilities showed no material risks associated
with the disposal of hazardous wastes and no material remedial concerns with
past spills or leaks of hazardous materials.

Forward-Looking
Statements

Certain statements included in this report
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities and Exchange Act of
1934. While NRG South Central believes that the expectations expressed in such
forward-looking statements are reasonable, we can give no assurances that these
expectations will prove to have been correct. In addition to any assumptions
and other factors referred to specifically in connection with such
forward-looking statements, factors that could cause the actual results to
differ materially from those contemplated in any forward-looking statements
include, among others, the following:


  Economic conditions including inflation
  rates and monetary exchange rate fluctuations;
  Trade, monetary, fiscal, taxation, and
  environmental policies of governments, agencies and similar organizations in
  geographic areas where NRG South Central has a financial interest;
  Customer business conditions including
  demand for their products or services and supply of labor and materials used
  in creating their products and services;
  Financial or regulatory accounting
  principles or policies imposed by the Financial Accounting Standards Board,
  the Securities and Exchange Commission, the Federal Energy Regulatory
  Commission and similar entities with regulatory oversight;
  Availability or cost of capital such as
  changes in: interest rates; market perceptions of the power generation
  industry, the NRG South Central or any of its subsidiaries; or security
  ratings;
  Factors affecting power generation
  operations such as unusual weather conditions; catastrophic weather-related
  damage; unscheduled generation outages, maintenance or repairs; unanticipated
  changes to fossil fuel, or gas supply costs or availability due to higher
  demand, shortages, transportation problems or other developments; environmental
  incidents; or electric transmission or gas pipeline system constraints;
  Employee workforce factors including loss
  or retirement of key executives, collective bargaining agreements with union
  employees, or work stoppages;
  Volatility of energy prices in a
  deregulated market environment;
  Increased competition in the power
  generation industry;
  Cost and other effects of legal and
  administrative proceedings, settlements, investigations and claims;
  Technological developments that result in
  competitive disadvantages and create the potential for impairment of existing
  assets;
  Factors associated with various investments
  including competition, operating risks, dependence on certain suppliers and
  customers, and environmental and energy regulations;
  Limitations on NRG South Central's ability
  to control the development or operation of projects in which the Company has
  less than 100% interest;
  The lack of operating history at
  development projects, the lack of NRG South Central's operating history at
  the projects not yet owned and the limited operating history at the remaining
  projects provide only a limited basis for management to project the results
  of future operations;
  Risks associated with timely completion of
  projects under construction, including obtaining competitive contract,
  obtaining regulatory and permitting approvals, local opposition, construction
  delays and other factors beyond NRG South Central's control;
  The failure to timely satisfy the closing
  conditions contained in the definitive agreements for the acquisitions of
  projects subject to definitive agreements but not yet closed, many of which
  are beyond NRG South Central's control;
  Factors challenging the successful
  integration of projects not previously owned or operated by NRG South
  Central, including the ability to obtain operating synergies;
  Changes in government regulation or the
  implementation of government regulations, including pending changes within or
  outside of California as a result of the California energy crisis which could
  adversely affect the continued deregulation of the electric industry;
  Other business or investment considerations
  that may be disclosed from time to time in our Securities and Exchange
  Commission filings or in other publicly disseminated written documents.NRG
South Central undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The foregoing review of factors that could cause NRG South Centrals actual
results to differ materially from those contemplated in any forward-looking
statements included in this Form 10-K should not be construed as exhaustive.

Item 2 Properties




Listed below are descriptions of NRG South
Centrals interests in facilities, operations and/or projects under
construction as of December 31, 2000:

Competitive 
Power Production Facilities

Name
  and Location of Facility
  Earlier
  of Commercial Operation or Date of Acquisition
  Net
  Capable Capacity (MW)
  NRG
  Percentage Ownership
  Fuel
  Type
  Dispatch
  TypeBig Cajun IUnit 1
  1972
  110
  100%
  Natural Gas
  Intermediate/PeakingUnit 2
  1972
  110
  100%
  Natural Gas
  Intermediate/PeakingBig Cajun IIUnit 1
  1981
  575
  100%
  Coal
  Base LoadUnit 2
  1981
  575
  100%
  Coal
  Base LoadUnit 3
  1983
  338
  58%
  Coal
  Base LoadSterlington(2)
  2000
  200
  100%
  Natural Gas
  PeakingBig Cajun I Peaking
  2000(1)
  238
  100%
  Natural Gas
  PeakingSRW Cogen
  2000(1)
  225
  50%
  Natural Gas
  Base Load/Intermediate(1)      Currently under
construction, Big Cajun I Peaking is expected to begin commercial operation in
June 2001, and SRW Cogen is expected to begin commercial operation in the
summer of 2001.(2)      Currently under
construction.Other
Facilities

NRG New Roads
Holdings LLC owns certain assets acquired in conjunction with the purchase of
the Cajun facilities, which are currently held for sale, these assets consist
primarily of land, mineral rights and a 540 MW General Electric steam turbine
generator.

Item 3 Legal ProceedingsThere are no material
legal proceedings pending, other than ordinary routine litigation incidental to
NRG South Centrals business, to which NRG South Central is a party. There are
no material legal proceedings to which an officer or director is a party or has
a material interest adverse to NRG South Central or its subsidiaries.There are no
material administrative or judicial proceedings arising under environmental
quality or civil rights statutes pending or known to be contemplated by
governmental agencies to which NRG South Central is or would be a party.NRG South Central
may become involved in or threatened with various legal proceedings from time
to time arising in the ordinary course of business. NRG South Central does not
believe that any liability arising from any of these proceedings will have a
material adverse effect on the operation of its business or its financial
position.PART IIItem 5 Market for the
Registrants Common Equity and Related Stockholder MattersThere
is no public market for the shares of NRG South Central as it is an indirect
wholly-owned subsidiary of NRG Energy.In
connection with the formation of NRG South Central, on January 12, 2000, NRG
South Central issued to NRG Central U.S. LLC and South Central Generation
Holding LLC 500 membership units in exchange for $500.00.  The units were issued under an exemption
from the Securities Act under Rule 506 of Regulation D.Item 7-Managements Discussion and Analysis of Financial
                              Condition
and Results of OperationsManagement's
Discussion and Analysis of Financial Condition and Results of Operations is
omitted per conditions as set forth in General Instructions I (1) (a) and (b)
of Form 10-K for wholly owned subsidiaries. 
It is replaced with managements narrative analysis of the results of
operations set forth in General Instructions I (2) (a) of Form 10-K for
wholly-owned subsidiaries (reduced disclosure format).  This analysis will primarily discuss NRG
South Centrals revenue and expense items for the period ended March 30, 2000
(Inception) through December 31, 2000.

RESULTS OF OPERATIONS



Revenues

Forthe
period March 30, 2000 (Inception) through December
31, 2000, total revenue was $309.1 million. 
This consisted primarily of sales from long-term agreements, which
represent approximately 81.0% of total revenue. The remaining revenue of $59
million consists primarily of sales from short-term spot and bilateral
agreements.

Operating Costs and
Expenses

Operating costs for
the period March 30, 2000 (Inception) through 
December 31, 2000 were $201.6 million. This represented approximately
65.2% of total revenues.  Operating
costs consisted of expenses for fuel, and plant operations and maintenance.

Fuel expense for
the period March 30, 2000 (Inception) through December 31, 2000 was $173.9
million.  This included $97.7 million of
coal, $44.6 million of energy purchases, $9.9 million of natural gas and $21.7
million of fuel oil, diesel and other related costs.  Fuel expense for the year ended December 31, 2000, represented
approximately 56.2% of total revenues.

Plant operations
and maintenance expense for the period March 30, 2000 (Inception) through
December 31, 2000 was $27.7 million. 
This expense represented 9.0% of total revenues.  Plant operations and maintenance included
labor of $10.5 million, maintenance parts, supplies and services of $13.5
million, and property taxes and other expenses of $3.7 million, for the period
ended December 31, 2000.

Depreciation and
amortization

Depreciation and
amortization costs were $20.7 million for the period March 30, 2000 (Inception)
through  December 31, 2000. The
depreciation expense was primarily related to the acquisition costs of
primarily the Cajun facilities, which are being depreciated over twenty-five to
forty years.

General and administrative
expense

General and
administrative expenses were $5.6 million for the period March 30, 2000
(Inception) through  December 31,
2000.  These expenses represented
approximately 1.8% of total revenues. 
General and administrative expenses include costs for outside legal and
other contract services, payments to NRG Energy for corporate services,
expenses related to office administration, as well as costs for certain
employee benefits.

Interest expense

Interest expense for the period March 30, 2000 (Inception) through December
31, 2000 was $56.0 million.  This
included $55.5 million of interest and $0.5 million of amortization.  The interest relates to $800 million of
senior secured bonds issued to finance the acquisition of the Cajun facilities.

New Accounting
Pronouncements

In
June 1998, the Financial Accounting Standards Board (the FASB) issued Statement
No. 133, Accounting for Derivative
Instruments and Hedging Activities(SFAS No. 133), subsequently
amended by SFAS No. 137 and SFAS No. 138. 
SFAS No. 133 requires NRG South Central to record all derivatives on the
balance sheet at fair value.  Changes in
the fair value of non-hedge derivatives will be immediately recognized in
earnings. Changes in fair values of derivatives accounted for as hedges will
either be recognized in earnings as offsets to the changes in fair value of
related hedged assets, liabilities and firm commitments or, for forecasted
transactions, deferred and recorded as a component of other accumulated
comprehensive income until the hedged transactions occur and are recognized in
earnings.  The ineffective portion of a
hedging derivatives change in fair value will be immediately recognized in
earnings.

SFAS
133 will apply to NRG South Centrals energy and energy related commodities,
financial instruments, long-term power sales contracts and long-term fuel
purchase contracts used to mitigate variability in earnings due to fluctuations
in spot market prices, hedge fuel requirements at generation facilities and
protect our investment in fuel inventories.

NRG
South Central adopted SFAS No. 133 on January 1, 2001, as required, and expects
the following:

  A
one-time after-tax unrealized gain of $0.5 million recorded to other
accumulated comprehensive income for the initial adoption of SFAS No. 133
during the quarter ended March 31, 2001. 
Increased volatility in future earnings due to the impact of market
fluctuations on derivative instruments used by NRG South Central.In
September 2000, the FASB issued Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities  A
Replacement of FASB Statement No. 125 (SFAS No. 140). SFAS No. 140
revises the standards for accounting for securitizations and other transfers of
financial assets and collateral and requires certain disclosures, but it
carries over most of SFAS No. 125s provisions without reconsideration. SFAS
No. 140 is effective for NRG South Centrals fiscal year ending December 31,
2001. The adoption of SFAS No. 140 is not expected to have a significant impact
on NRG South Centrals consolidated financial position or results of
operations.



Item 7 A- Quantitative and
Qualitative Disclosures About Market Risk

Interest Rate Risk

NRG South Central may use interest rate
hedging contracts to mitigate the risks associated with movements in interest
rates and, when deemed appropriate, may enter into swap agreements effectively
converting floating rate obligations into fixed rate obligations. NRG South
Central and its subsidiaries have primarily fixed rate long-term debt
outstanding at December 31, 2000. As a result, NRG South Central is not
significantly exposed to losses due to fluctuations in interest rates.

Commodity Price Risk

NRG South Central is exposed to commodity
price variability in electricity, emission allowances and natural gas and coal
used to meet fuel requirements. To manage earnings volatility associated with
these commodity price risks, NRG South Central, through its affiliate NRG Power
Marketing, enters into commodity contracts, which may take the form of fixed
price, floating price or indexed forward sales or purchases, swaps, and
options, such as puts, calls and basis transactions.

Through NRG Power Marketing, NRG South
Central utilizes a Value-at-Risk (VAR) model to determine the maximum
potential three-day loss in the fair value of the commodity price related
financial instruments.  The VAR for NRG
South Central assumes a 95% confidence interval and reflects NRG South
Centrals merchant strategy, the generation assets, load obligations and
bilateral physical and financial transactions of NRG South Central. The
volatility estimate is based on a lognormal calculation of closing prices for
the latest 30 days for forward markets where NRG South Central has exposure.
This model encompasses the Entergy region.

The estimated maximum potential three-day
loss in fair value of the commodity price related financial instruments,
calculated using the VAR model is approximately $3.3 million for the year ended
December 31, 2000.

Credit Risk

NRG South Central is exposed to credit risk
in its risk management activities. Credit risk relates to the risk of loss
resulting from the nonperformance by a counter party of its contractual
obligations. Through NRG Energys Treasury department, NRG South Central
maintains credit policies intended to minimize overall credit risk and actively
monitors these policies to reflect changes in scope of operations. NRG South
Central conducts standard credit reviews for all of its counter parties. NRG
South Central does not believe its exposure to credit risk is significant.

Item 8 Financial Statements
and Supplementary Data

Reports of Independent AccountantsConsolidated
  Balance SheetConsolidated Statement of IncomeConsolidated Statement of Cash FlowsConsolidated Statement of Stockholders EquityNotes to Consolidated Financial Statements

REPORT OF INDEPENDENT ACCOUNTANTS

To the Management Committee of
NRG South Central Generating LLC:

In our opinion, the accompanying consolidated
balance sheet and the related consolidated statements of operations, of
members' equity and of cash flows present fairly, in all material respects, the
financial position of NRG South Central Generating LLC and its subsidiaries at
December 31, 2000, and the results of their operations and their cash flows for
the period March 30, 2000 (Inception) through December 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 2, 2001

Report of Independent
Accountants



To the Management Committee of
NRG South Central Generating LLC:



In our opinion, the accompanying carve-out
statement of certain revenue and expenses presents fairly, in all material
respects, the certain revenue and expenses shown therein of the Cajun Electric
(Cajun Facilities) business acquired by Louisiana Generating LLC for the period
January 1, 2000 through March 30, 2000, in conformity with accounting
principles generally accepted in the United States of America. This financial
statement is the responsibility of NRG South Central Generating LLC's
management; our responsibility is to express an opinion on this financial
statement based on our audit. We conducted our audit of this statement in
accordance with auditing standards generally accepted in the United States of
America which require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of certain revenue and expenses is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement,
accessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe our audit provides a reasonable basis for the opinion expressed above.

As described in Note 12, the accompanying
carve-out financial statement was prepared to present certain revenue and
expenses related to the Cajun Facilities and is not intended to be a complete
presentation of revenue and expenses of Cajun Electric Power Cooperative, Inc.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 2, 2001

NRG SOUTH CENTRAL
GENERATING LLC

CONSOLIDATED BALANCE SHEET



December 31, 2000(In
  thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents
  $    3,146Accounts receivable
  52,644Inventory
  24,214Prepaid expenses
  1,576Total current assets
  81,580NON-CURRENT ASSETS:Investment in projects
  15,344Property, plant & equipment, net
  1,088,908Decommissioning fund investments
  3,863Deferred financing costs, net
  10,086Other assets
  7,595Total assets
  $1,207,376LIABILITIES AND MEMBERS' EQUITYLIABILITIES:Current liabilities:Current portion of long-term debt
  $  25,250Accounts payable
  2,807Accounts payable  affiliates
  40,584Accrued fuel and purchased power expense
  14,545Accrued interest
  21,310Other current liabilities
  7,755Total current liabilities
  112,251Long-term debt
  763,500Other non-current liabilities
  4,863Total Liabilities
  880,614Commitments and ContingenciesMEMBERS' EQUITY
  326,762Total liabilities and members' equity
  $1,207,376



See accompanying notes to consolidated
financial statements.

NRG SOUTH CENTRAL
GENERATING LLC

CONSOLIDATED
STATEMENT OF OPERATIONS



(Successor) For the Period March 30, 2000
  (Inception) Through December 31, 2000(Predecessor) Carve-Out For the Three Months Ended March
  30, 2000(Note 12)(In
  thousands)Operating RevenuesRevenues from wholly-owned operations
  $77,406
  $309,063Operating Costs and
  ExpensesCost of operations
  58,628
  201,617Depreciation and amortization
  9,647
  20,712General and administrative expenses
  2,423
  5,612Operating Income
  6,708
  81,122Other (Income) ExpenseOther income, net
  (521)
  (875)Interest expense
  -
  55,981Excess of revenues over costs and expenses
  $7,229Net income
  
  $26,016

See accompanying notes to consolidated
financial statements.

NRG SOUTH CENTRAL
GENERATING LLC

CONSOLIDATED
STATEMENT OF CASH FLOWS



For the PeriodMarch 30, 2000(Inception)ThroughDecember 31, 2000(In
  thousands)Cash flows from
  operating activities:Net income
  $26,016Adjustments to reconcile net income to
  net cash provided from operating activities:Depreciation and amortization
  20,712Amortization of deferred finance costs
  487Changes in assets and liabilities:Accounts receivable
  (52,644)Inventories
  8,872Prepaid expenses
  (1,376)Accounts payable
  2,807Accounts payable  affiliates
  2,988Accrued fuel and purchased power expense
  14,545Accrued interest
  21,310Other current liabilities
  6,478Cash provided by changes in other assets
  and liabilities
  (3,711)Net cash provided by
  operating activities
  46,484Cash flows from
  investing activities:Business acquisition, net of liabilities assumed
  (1,055,927)Proceeds from disposition of property and equipment
  9,017Investment in decommissioning fund
  (306)Capital expenditures
  (12,130)Net cash used in
  investing activities
  (1,059,346)Cash flows from
  financing activities:Proceeds from issuance of long-term debt
  800,000Deferred financing costs
  (10,410)Contributions by members
  269,668Distributions to members
  (32,000)Repayments of long-term borrowings
  (11,250)Net cash provided by
  financing activities
  1,016,008Net increase in cash
  and cash equivalents
  3,146Cash and cash
  equivalents at beginning of period
  -Cash and cash
  equivalents at end of period
  $3,146Supplemental
  Disclosures of Cash Flow InformationInterest paid
  $33,485Supplemental
  Disclosures of Non-Cash InformationAssets of NRG Sterlington Power and SRW
  Cogeneration were contributed to NRG South Central in the amount of:
  $63,078Capital expenditures contributed to NRG
  Sterlington
  $9,572Liabilites assumed in acquisitions
  $4,833

See accompanying notes to consolidated
financial statements.

NRG SOUTH CENTRAL
GENERATING LLC

CONSOLIDATED
STATEMENT OF MEMBERS' EQUITY



(In
  thousands)Balance, March 30, 2000 (Inception)
  $     Contributions from members
  332,746Distributions to members
  (32,000)Net Income
  26,016Balance December 31, 2000
  $326,762



See accompanying notes to consolidated
financial statements.

NRG SOUTH CENTRAL
GENERATING LLC

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

NRG
South Central Generating LLC (NRG South Central), a Delaware Corporation formed
in 2000, is an indirect wholly-owned subsidiary of NRG Energy, Inc. (NRG
Energy). NRG South Central owns 100% of Louisiana Generating LLC (Louisiana
Generating), NRG New Roads Holding LLC (New Roads), NRG Sterlington Power LLC
(Sterlington), Big Cajun I Peaking Power LLC (Big Cajun Peaking), NRG Sabine
River Works LP LLC (Sabine River Works LP) and NRG Sabine River Works GP LLC
(Sabine River Works GP).  NRG South
Central's members are NRG Central U.S. LLC (NRG Central) and South Central
Generation Holding LLC (South Central Generation). NRG Central and South
Central Generation are wholly owned subsidiaries of NRG Energy, each of which
owns a 50% interest in NRG South Central.

NRG
South Central was formed for the purpose of financing, acquiring, owning, operating
and maintaining through its subsidiaries and affiliates the facilities owned by
Louisiana Generating and any other facilities that it or its subsidiaries may
acquire in the future.

Pursuant
to a competitive bidding process, following the Chapter 11 bankruptcy
proceeding of Cajun Electric Power Cooperative, Inc. (Cajun Electric),
Louisiana Generating acquired the non-nuclear electric power generating assets
of Cajun Electric. New Roads was formed for the purpose of holding assets that
Louisiana Generating acquired from Cajun Electric which are not necessary for
the operation of the newly acquired generating facilities and, with respect to
some of these assets, may not be held by Louisiana Generating under applicable
federal regulations.

Note 1  Business
Developments

On
March 31, 2000, for approximately $1,055.9 million, Louisiana Generating
acquired 1,708 MW of electric power generation facilities located in New Roads,
Louisiana (Cajun facilities). The acquisition was financed through a
combination of project level long-term non-recourse debt issued by NRG South
Central and equity contributions from NRG South Centrals members. Louisiana
Generating is a guarantor of the bonds issued on March 30, 2000 to acquire the
Cajun facilities.  The acquisition was
accounted for under purchase accounting with the aggregate purchase price
allocated among the acquired assets and liabilities assumed.

Pursuant
to a project development agreement between NRG Energy and Koch Power, Inc., NRG
Energy agreed in April 1999 to participate in the development of an
approximately 200 MW simple cycle gas peaking facility in Sterlington,
Louisiana. Development of the facility had been commenced by Koch Powers
affiliate, Koch Power Louisiana LLC, a Delaware limited liability company. In
August 2000, NRG Energy acquired 100% of Koch Power Louisiana from Koch Power,
and renamed it NRG Sterlington Power LLC and contributed the subsidiary to NRG
South Central. As of December 31, 2000, approximately 60 MW of capacity was
operational with the remainder expected to be operational in April 2001. NRG
Sterlington Power was designated as an unrestricted subsidiary of NRG South
Central pursuant to NRG South Centrals senior secured bonds.

Big
Cajun I Peaking Power LLC was formed in July 2000 for the purpose of
developing, owning and operating an approximately 240 MW simple cycle natural
gas peaking facility expansion project at the Big Cajun I site in New Roads,
Louisiana. Big Cajun I Peaking Power has commenced the construction of the
expansion project. The energy and capacity generated by the expansion project
may be used to help meet Louisiana Generatings obligations under the Cajun
facilities power purchase agreements, with any excess power and capacity being
marketed by NRG Power Marketing. The expansion project is targeted to begin
commercial operation in June 2001. Big Cajun I Peaking Power was designated as
an unrestricted subsidiary of NRG South Central pursuant to NRG South Centrals
senior secured bonds.

During
November 2000, NRG Energy acquired a 49% limited partnership
interest and a 1% general partnership interest in SRW Cogeneration Limited
Partnership (SRW Cogeneration) for $15 million and contributed the partnership
interests to NRG Sabine River Works LP LLC and NRG Sabine River Works GP LLC,
Delaware limited liability companies wholly owned by NRG South Central. SRW
Cogeneration is constructing and will own an approximately 450 MW natural
gas-fired cogeneration plant at the Dupont Companys Sabine River Works
petrochemical facility near Orange, Texas. Subsidiaries of Conoco, Inc. own the
other 49% limited and 1% general partnership interests in SRW Cogeneration.

Note 2  Summary of
Significant Accounting Policies

Principles of
Consolidation

The
consolidated financial statements include the accounts of NRG South Central and
its subsidiaries. All significant intercompany transactions have been
eliminated in consolidation. Accounting policies for all of NRG South Centrals
operations are in accordance with accounting principles generally accepted in
the United States of America.

Use of Estimates in
Financial Statements

The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities at the date of the financial statements and reported amounts of
revenue and expenses during the reporting period. Actual results may differ
from those estimates.

In recording transactions and balances
resulting from business operations, NRG South Central uses estimates based on
the best information available. Estimates are used for such items as plant
depreciable lives, and uncollectible accounts, 
among others. As better information becomes available (or actual amounts
are determinable), the recorded estimates are revised. Consequently, operating
results can be affected by revisions to prior accounting estimates.

Cash and Cash
Equivalents

NRG
South Central considers cash to include cash and short-term investments with
original maturities of three months or less.

Inventory

Inventory
consists of coal, spare parts and fuel oil and is stated at the lower of
weighted average cost or market.

Prepaid Expenses

Prepaid
expenses include insurance, taxes and other prepayments.

Property, Plant and
Equipment

Property,
plant and equipment are stated at cost. Depreciation is computed on a
straight-line basis over the following estimated useful lives:



Facilities, machinery and equipment
  25 to 40 yearsOffice furnishings and equipment
  3 to 10 years



Deferred Financing
Costs

Deferred
financing costs consist of legal and other costs incurred to obtain debt
financing. These costs are being amortized over the terms of the related debt.

Revenue Recognition





Revenues
from the sale of electricity are recorded based upon the output delivered and
capacity provided at rates specified under contract terms or prevailing market
rates. Under fixed-price contracts, revenues are recognized as products or
services are delivered.  Revenues and
related costs under cost reimbursable contract provisions are recorded as costs
are incurred.  Anticipated future losses
on contracts are charged against income when identified.

Power Marketing
Activities

NRG
South Central has entered into a contract with a marketing affiliate for the
sale of energy, capacity and ancillary services produced, which enables the
affiliate to engage in forward sales and hedging transactions to manage NRG
South Centrals electricity price exposure. Net gains or losses on hedges by
the marketing affiliate, which are physically settled, are recognized in the
same manner as the hedged item. NRG South Central receives the net transaction
price on all contracts that are physically settled by its marketing affiliate.

Income Taxes

NRG
South Centrals  net income or loss for
income tax purposes, along with any associated tax credits, is included in the
tax returns of NRG Energy. Accordingly, no provision has been made for federal
or state income taxes in the accompanying financial statements.

As
of December 31, 2000, the accompanying financial statements report a balance
(in thousands) of $1,088,908 for net property, plant and equipment. The tax
basis of this property is estimated to be (in thousands) $1,071,512.  The primary difference is due to accelerated
tax depreciation.

Summary of Cajun
Electric (Predecessor) Cash Flows

Summarized
cash flows from operating and investing activities for Cajun Electric
(Predecessor) for the three months ended March 30, 2000 were as follows:



(In
  thousands)Cash flows from operating activities:Excess of revenues over costs and
  expenses
  $7,229Adjustments to reconcile net margins to
  net cash:Depreciation and amortization
  9,647Asset dispositions
  15Changes in accounts receivable
  2,133Changes in fuel and prepayments
  (4,153)Changes in accounts payable and accrued expenses
  6,058Net cash provided by operating activities
  20,929Cash flows for investing activitiesCapital expenditures
  (1,142)



New Accounting
Pronouncements

In
June 1998, the Financial Accounting Standards Board (the FASB) issued Statement
of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS No. 133), subsequently amended by SFAS
No. 137 and SFAS No. 138.  SFAS No. 133
requires NRG South Central to record all derivatives on the balance sheet at
fair value. Changes in the fair value of non-hedge derivatives will be
immediately recognized in earnings.  Changes
in fair values of derivatives accounted for as hedges will either be recognized
in earnings as offsets to the changes in fair value of related hedged assets,
liabilities and firm commitments, or, for forecasted transactions, deferred and
recorded as a component of other accumulated comprehensive income until the
hedged transactions occur and are recognized in earnings.  The ineffective portion of a hedging
derivatives change in fair value will be immediately recognized in earnings.

SFAS No. 133 will apply to
NRG South Centrals energy and energy related commodities financial
instruments, long-term power sales contracts and long-term fuel purchase
contracts used to mitigate variability in earnings due to fluctuations in spot
market prices, hedge fuel requirements at generation facilities and protect its
investment in fuel inventories.

NRG
South Central has adopted SFAS No. 133 effective January 1, 2001. The effect of
adopting SFAS No. 133 was as follows:


  A one-time after-tax unrealized gain of $0.5
  million recorded to other accumulated comprehensive income related to the
  initial adoption of SFAS No. 133 during the quarter ended March 31, 2001; and
  Increased volatility in future earnings is
  possible due to the impact of market fluctuations on derivative instruments
  used by NRG South Central.In September 2000, the FASB issued Statement
No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities  A
Replacement of FASB Statement No. 125 (SFAS No. 140). SFAS No. 140
revises the standards for accounting for securizations and other transfers of
financial assets and collateral and requires certain disclosures, but it
carries over most of SFAS No. 125s provisions without reconsideration. SFAS
No. 140 is effective for NRG South Centrals fiscal year ending December 31,
2001. The adoption of SFAS No. 140 is not expected to have a significant impact
on NRG South Centrals consolidated financial position or results of
operations.

Note 3  Pro Forma
Results of Operations (Unaudited)

On
March 31, 2000, we completed the acquisition of two fossil fueled generating
plants from Cajun Electric Power Cooperative, Inc. for approximately $1,055.9
million. The following information summarizes the pro forma results of operations
for the year ended December 31, 2000 as if the acquisition had occurred as of
the beginning of the year. The pro forma information presented is for
informational purposes only and is not necessarily indicative of future
earnings or financial position or of what the earnings and financial position
would have been had the acquisition of the Cajun facilities been consummated at
the beginning of the respective periods or as of the date for which pro forma
financial information is presented.



Pro FormaYear EndedDecember 31, 2000(In
  thousands)Revenues
  $386,469Operating Costs
  260,245Depreciation and Amortization
  27,769General and Administrative Expenses
  8,035Operating Income
  90,420Other Expense (Income), net
  (1,396)Interest Expense
  74,293Net Income
  $17,523



Note 4  Property,
Plant and Equipment

Property, plant and equipment consists of the
following:

December 31, 2000(In
  thousands)Land
  $14,308Facilities, machinery and equipment
  1,044,053Office furnishings and equipment
  3,630Construction in progress
  47,595Accumulated depreciation
  (20,678)Property, plant and equipment (net)
  $1,088,908



Property,
plant and equipment consist primarily of the electric generating facilities
acquired from Cajun Electric. The assets are comprised of Units 1 and 2 of Big
Cajun I and 100% of Units 1 and 2 and 58% of Unit 3 of Big Cajun II; an energy
control center and headquarters building; 4,175 acres of land near Coushatta,
Louisiana; a 540 MW General Electric Steam turbine generator; a 17.5 mile gas
pipeline system; and certain transmission assets and all other substations. In
addition, property, plant and equipment consists of the 200 MW simple cycle
natural gas peaking facility located in Sterlington, Louisiana.

Certain
of the acquired assets are not necessary for the operation of the electric
generating facilities, and with respect to some of the assets, may not be held
by Louisiana Generating under applicable federal regulations. These assets were
transferred to and are being held by New Roads for resale. As of December 31,
2000, the assets are carried at $25.6 million which represents the lower of the
assets cost or fair value less cost to sell. These assets consist primarily of:
a 4,175 acre parcel of land near Coushatta, Louisiana currently used for timber
production, wildlife conservation and farming; a 2,466 acre segment of the Big
Cajun II property that was held by Cajun Electric as a future ash disposal site
currently being leased for farming; mineral rights to a seven acre parcel of
land in New Roads, Louisiana; and a 540 MW General Electric steam turbine
generator.

Note 5  Long Term
Debt

On
March 30, 2000, NRG South Central entered into a 364 day $40 million floating
rate working capital revolving facility. 
The proceeds of this facility will be used to finance NRG South
Centrals working capital needs.  As of
December 31, 2000, NRG South Central has available $40 million under this
facility.

On
March 30, 2000, NRG South Central issued $800 million of senior secured bonds
in two tranches. The first tranche was for $500 million with a coupon of 8.962%
and a maturity of 2016. The second tranche was for $300 million with a coupon
of 9.479% and a maturity of 2024. Interest on the bonds is payable in arrears
on each March 15 and September 15. Principal payments will be made
semi-annually on each March 15 and September 15 with $25,250,000 due in 2001,
$25,500,000 due in 2002 and 2003, $15,000,000 due in 2004 and 2005, with the
remaining $682,500,000 due between March 15, 2006 and September 15, 2024. The
proceeds of the bonds were used to finance NRG South Centrals acquisition of
the Cajun generating facilities on March 31, 2000. On December 13, 2000, NRG
South Central commenced an Exchange offer of these bonds with registered bonds.
The Exchange offer was closed on January 19, 2001.

NRG
South Centrals obligations in respect to the bonds are secured by a security
interest in NRG Central's and South Central Generation's interests in NRG South
Central and its membership interest in Louisiana Generating; all of the assets
related to the Cajun facilities including our rights under all intercompany
notes between NRG South Central and Louisiana Generating but excluding those
assets specifically held for resale; the revenue account and the debt service
reserve account.

Louisiana
Generating issued a guarantee in favor of the bondholders, which
unconditionally and irrevocably guarantees the payment of principal, of premium
(if any) and interest on the bonds. The guarantee is a guarantee of payment and
the bond trustee is entitled to make demands for payment under the guarantee
any time that amounts due and payable on the bonds have not been paid.

The
obligations of Louisiana Generating are secured by a mortgage with respect to
Big Cajun I and II and an interest in:


  All of Louisiana Generating's interest in
  the Cajun facilities and substantially all personal property associated with
  the Cajun facilities except for fixtures not located on the Cajun facilities
  and the assets specifically held for resale;
  Substantially all contracts, associated
  with the Cajun facilities to which Louisiana Generating is a party and all
  consents to the assignment of these contracts that have been obtained;
  All licenses, permits and governmental approvals
  associated with the Cajun facilities;
  All insurance policies associated with the
  Cajun facilities and all monies paid to Louisiana Generating on these
  policies;
  All revenues of the Cajun facilities,
  including revenues from power sales contracts entered into by NRG Power
  Marketing or any other entity which has entered into a power marketing
  agreement with Louisiana Generating associated with the Cajun facilities; and
  the revenue account.

Optional Redemption

NRG
South Central may redeem the bonds in whole or in part at any time at a
redemption price equal to:


  100% of the principal amount of the bonds
  being redeemed, plus
  interest on the bonds being redeemed,
  accrued and unpaid to, but excluding, the date of redemption, plus
  a make whole premium based on an amount
  equal to the excess, if any, of (a) the discounted present value of all
  interest and principal payments scheduled to become due in respect to the
  bonds to be redeemed (such discounted present value to be determined on the basis
  of a discount rate equal to (i) the treasury rate and (ii) 50 basis points),
  over (b) the outstanding principal amount of the applicable bonds to be
  redeemed.

Debt Service Reserve
Account

NRG
South Central established a debt service reserve account for the benefit of the
bondholders. This account must constitute at all times a sufficient fund to pay
the scheduled principal and interest on the bonds due in the next six months.
NRG South Central may fund this account with cash or credit support. NRG South
Central has obtained credit support and therefore need not fund this account
with cash. Currently the debt service reserve requirement is being satisfied by
a guarantee given by NRG Energy.

Note 6  Inventory

Inventory,
which is stated at the lower of weighted average cost or market, consists of:



December 31, 2000(In
  thousands)Coal
  $8,099Spare Parts
  15,277Fuel oil
  838Total
  $24,214



Note 7  Related Party Transactions

Louisiana
Generating entered into a power sale and agency agreement with NRG Power
Marketing Inc., a wholly owned subsidiary of NRG Energy. The agreement is
effective until December 31, 2030. Under the agreement, NRG Power Marketing
Inc. will (i) have the exclusive right to manage, market and sell all power not
otherwise sold or committed to or by Louisiana Generating, (ii) procure and
provide to Louisiana Generating all fuel required to operate its respective
facilities and (iii) market, sell and purchase all emission credits owned,
earned or acquired by Louisiana Generating. In addition, NRG Power Marketing
Inc. will have the exclusive right and obligation to direct the power output
from the facilities.

Under
the agreement, NRG Power Marketing, Inc. pays to Louisiana Generating gross
receipts generated through sales, less costs incurred by NRG Power Marketing,
Inc. relative to its providing services (e.g. transmission and delivery costs,
fuel cost, taxes, employee labor, contract services, etc.).

During
the period March 30, 2000 (Inception) through December 31, 2000, Louisiana
Generating recorded gross receipts from NRG Power Marketing Inc. less costs
incurred totaling $3.2 million.

Louisiana
Generating entered into an operation and maintenance agreement with NRG
Operating Services, Inc., (NRG Operating Services) a wholly-owned subsidiary of
NRG Energy. The agreement is perpetual in term until terminated in writing by
Louisiana Generating or until earlier terminated upon an event of default.
Under the agreement, at the request of Louisiana Generating, NRG Operating Services
manages, oversees and supplements the operation and maintenance of the Cajun
facilities.

During
the period March 30, 2000 (Inception) through December 31, 2000, Louisiana
Generating incurred no operating and maintenance costs from NRG Operating Services.

Louisiana
Generating and NRG South Central each entered into an agreement with NRG Energy
for corporate support and services. The agreement is perpetual in term until
terminated in writing by Louisiana Generating or NRG South Central or until
earlier terminated upon an event of default. Under the agreement, NRG Energy
will provide services, as requested, in areas such as human resources,
accounting, finance, treasury, tax, office administration, information
technology, engineering, construction management, environmental, legal and
safety. Under the agreement, NRG Energy is paid for personnel time as well as
out-of-pocket costs.

During
the period March 30, 2000 (Inception) through December 31, 2000, Louisiana
Generating and NRG South Central incurred approximately $0.5 million for
corporate support and services.

As
of December 31, 2000, NRG South Central has an accounts payable-affiliates
balance of approximately $40.6 million, which consisted primarily of a payable
to NRG Energy for capitalized development costs incurred prior to the
acquisition of the Cajun facilities and other expenses paid on its behalf.

Note 8  Benefits
Disclosures

Louisiana
Generating retained a number of the administrative and operating personnel of
Cajun Electric upon acquisition of Cajun Electric's generating facilities.
Prior to March 31, 2000 these employees were participants in the National Rural
Electric Cooperative Association's Retirement and Security Program, a master
multiple-employer defined benefit plan. Effective March 31, 2000, the
Cooperative's defined benefit and 401-K plans were terminated and no pension
obligation was assumed by Louisiana Generating or NRG Energy.  Louisiana Generating sponsors a cash balance
pension plan arrangement whereby the employees are entitled to a pension
benefit of approximately 7% of total payroll. The employees are also eligible
to participate in a 401-K plan that provides for the matching of specified
amounts of employee contributions to the plan.

For
the period March 30, 2000 (Inception) through December 31, 2000, NRG South
Central recorded approximately $1 million of pension expense and approximately
$265,000 of 401-K matching funds.

Note 9  Sales to
Significant Customers

During
the period March 30, 2000 (Inception) through December 31, 2000, sales to two
customers accounted for 16.7% and 16.1%, respectively, of NRG South Centrals
total revenues.  During March 2000, NRG
South Central entered into certain power sales agreements with eleven
distribution cooperatives that were customers of Cajun Electric prior to our
acquisition of the Cajun facilities. The initial terms of these agreements
provide for the sale of energy, capacity and ancillary services for periods
ranging from four to 25 years. In addition, NRG South Central assumed Cajun
Electric's obligations under four long-term power supply agreements. The terms
of these agreements range from 10 to 26 years. These power sales agreements
accounted for the majority (81.4%) of our total revenues during the period
March 30, 2000 (Inception) through December 31, 2000 (Note 11).

Note 10 Financial Instruments

The estimated fair
values of NRG South Centrals recorded financial instruments, as of December
31, are as follows:



2000Carrying
  Fair(In
  thousands)
  Amount
  ValueCash
  $3,146
  $3,146Long-term debt, including current portion
  788,750
  817,922Decommissioning funds
  3,863
  3,863

For cash, the carrying amount approximates fair value because of the
short-term maturity of those instruments. The fair value of long-term debt is
estimated based on the quoted market prices for similar issues. Decommissioning
fund investments are comprised of various debt securities of the United States
and are carried at amortized cost, which approximates their fair vaule.

Commodity Contracts

In
the normal course of business, NRG South Central may employ a variety of
off-balance sheet instruments to manage its exposure to fluctuations in
interest rates and energy and energy related commodities prices. NRG South
Central does not enter into transactions for speculative purposes.  Accordingly,
NRG South Central classifies its derivative financial instruments as held or
issued for purposes other than trading.

Interest rates

From time to time NRG South Central may use
interest rate hedging instruments to protect it from an increase in the cost of
borrowing. As of December 31, 2000, there were no such instruments outstanding.

Energy and energy
related commodities

NRG South Central is exposed to commodity
price variability in electricity, emission allowances, natural gas, oil and
coal used to meet fuel requirements.  In
order to manage these commodity price risks, NRG South Central enters into
transactions for physical delivery of particular commodities for a specific
period.  These financial instruments are
used to hedge physical deliveries, which may take the form of fixed price,
floating price or indexed sales or purchases, swaps and options, such as puts,
calls and basis transactions.  These
transactions are utilized to:


  Manage and
  hedge its fixed-price purchase and sales commitments;
  Reduce its
  exposure to the volatility of spot market prices;
  Hedge fuel
  requirements at its generation facilities; and
  Protect its
  investment in fuel inventories.

Note 11  Commitments
and Contingencies

Contractual
Commitments



Power Supply Agreements with the Distribution Cooperatives

During
March 2000, Louisiana Generating entered into certain power supply agreements
with eleven distribution cooperatives to provide energy, capacity and
transmission services. The agreements are standardized into three types, Form
A, B and C.

Form A Agreements

Six
of the distribution cooperatives entered into Form A power supply agreements.
The Form A agreement is an all-requirements power supply agreement which has an
initial term of 25 years, commencing on March 31, 2000. After the initial term,
the agreement continues on a year-to-year basis, unless terminated by either
party giving five years advanced notice.

Under
the Form A power supply agreement, Louisiana Generating is obligated to supply
the distribution cooperative and is required to purchase all of the energy and
capacity required by the distribution cooperative for service to its retail
customers although the distribution cooperative has certain limited rights
under which it can purchase energy and capacity from third parties.

Louisiana
Generating charges the distribution cooperative a demand charge, a fuel charge
and a variable operation and maintenance charge. The demand charge consists of
two components, a capital rate and a fixed operation and maintenance rate. The
distribution cooperatives have an option to choose one of two fuel options; all
six have selected the first option which is a fixed fee through 2004 and
determined using a formula which is based on gas prices and the cost of
delivered coal for the period thereafter. At the end of the fifteenth year of
the contract, the cooperatives may switch to the second fuel option. The second
fuel option consists of a pass-through of fuel costs, with a guaranteed coal heat
rate and purchased energy costs, excluding the demand component in purchased
power. From time to time Louisiana Generating may offer fixed fuel rates which
the cooperative may elect to utilize. The variable operation and maintenance
charge is fixed through 2004 and escalates at either approximately 3% per annum
or in accordance with actual changes in specified indices as selected by the
distribution cooperative. Five of the distribution cooperatives elected the
fixed escalation provision and one elected the specified indices provision.

The
Form A agreement also contains provisions for special rates for certain
customers based on the economic development benefits the customer will provide
and other rates to improve the distribution cooperative's ability to compete
with service offered by political subdivisions.

Form B Agreements

One
distribution cooperative selected the Form B Power Supply Agreement. The term
of the Form B power supply agreement commences on March 31, 2000 and ends on
December 31, 2024. The Form B power supply agreement allows the distribution
cooperative the right to elect to limit its purchase obligations to "base
supply" or also to purchase "supplemental supply." Base supply
is the distribution cooperative's ratable share of the generating capacity
purchased by Louisiana Generating from Cajun Electric. Supplemental supply is
the cooperative's requirements in excess of the base supply amount. The
distribution cooperative, which selected the Form B agreement, also elected to
purchase supplemental supply.

Louisiana Generating charges the
distribution cooperative a monthly specific delivery facility charge of
approximately 1.75% of the depreciated net book value of the specific delivery
facilities, including additional investment. The distribution
cooperative may assume the right to maintain the specific delivery facilities
and reduce the charge to 1.25% of the depreciated net book value of the
specific delivery facilities. Louisiana Generating also charges the
distribution cooperative its ratable share of 1.75% of the depreciated book
value of common delivery facilities, which include communications, transmission
and metering facilities owned by Louisiana Generating to provide supervisory
control and data acquisition, and automatic control for its customers.

For
base supply, Louisiana Generating charges the distribution cooperative a demand
charge, an energy charge and a fuel charge. The demand charge for each contract
year is set forth in the agreement and is subject to increase for environmental
legislation or occupational safety and health laws enacted after the effective
date of the agreement. Louisiana Generating can increase the demand charge to
the extent its cost of providing supplemental supply exceeds $400/MW. The
energy charge is fixed through 2004, and deceased slightly for the remainder of
the contract term. The fuel charge is a pass through of fuel and purchased
energy costs. The distribution cooperative may elect to be charged based on a
guaranteed coal-fired heat rate of 10,600 Btu/kWh, and it may also select fixed
fuel factors as set forth in the agreement for each year through 2008. The one
distribution cooperative which selected this form of agreement elected to
utilize the fixed fuel factors. For the years after 2008, Louisiana Generating
will offer additional fixed fuel factors for five-year periods that may be
elected. For the years after 2008, the distribution cooperative may also elect
to have its charges computed under the pass through provisions with or without
the guaranteed coal-fired heat rate.

At
the beginning of year six, Louisiana Generating will establish a rate fund
equal to the ratable share of $18 million. The amount of the fund will be
approximately $720,000. This fund will be used to offset the energy costs of
the Form B distribution cooperatives which elected the fuel pass through
provision of the fuel charge, to the extent the cost of power exceeds
$0.04/kWh. Any funds remaining at the end of the term of the power supply
agreement will be returned to Louisiana Generating.

Form C Agreements

Four
distribution cooperatives selected the Form C power supply agreement. The Form
C power supply agreement is identical to the Form A power supply agreement,
except for the following.

The
term of the Form C power supply agreement is for four years following the
closing date of the acquisition of the Cajun facilities. The agreement can be
terminated by the distribution cooperative at any time with 12 months prior
notice given after the first anniversary of the acquisition closing date.

Louisiana
Generating will charge the distribution cooperative a demand rate, a variable
operation and maintenance charge and a fuel charge. Louisiana Generating will
not offer the distribution cooperatives which select the Form C agreement any
new incentive rates, but will continue to honor existing incentive rates. At
the end of the term of the agreement, the distribution cooperative is obligated
to purchase the specific delivery facilities for a purchase price equal to the
depreciated book value.

Louisiana
Generating must contract for all transmission service required to serve the
distribution cooperative and will pass through the costs of transmission
service to the cooperative. Louisiana Generating is required to supply at its
cost, without pass through, control area services and ancillary services which
transmission providers are not required to provide.

Louisiana
Generating owns and maintains the substations and other facilities used to
deliver energy and capacity to the distribution cooperative and charges the
cooperative a monthly specific delivery facility charge for such facilities;
any additions to, or new delivery facilities. The initial monthly charge is 1%
of the value of all of the distribution cooperative's specific delivery
facilities. The cost of additional investment during the term of the agreement
will be added to the initial value of the delivery facilities to calculate the
monthly specific delivery facility charge.

Other Power Supply
Agreements

Louisiana
Generating assumed Cajun Electric's rights and obligations under two
consecutive long-term power supply agreements with South Western Electric Power
Company (SWEPCO), one agreement with South Mississippi Electric Power
Association (SMEPA) and one agreement with Municipal Energy Agency of
Mississippi (MEAM).

The
SWEPCO Operating Reserves and Off-Peak Power Sale Agreement, terminates on
December 31, 2007. The agreement requires Louisiana Generating to supply 100 MW
of off-peak energy during certain hours of the day to a maximum of 292,000 MWh
per year and an additional 100 MW of operating reserve capacity and the
associated energy within ten minutes of a phone request during certain hours to
a maximum of 43,800 MWh of operating reserve energy per year. The obligation to
purchase the 100 MW of off-peak energy is contingent on Louisiana Generating's
ability to deliver operating reserve capacity and energy associated with
operating reserve capacity.

The SWEPCO Operating Reserves Capacity
and Energy Power Sale Agreement iseffective January 1, 2008 through
December 31, 2026. The agreement requires Louisiana Generating to provide 50 MW
of operating reserve capacity within 10 minutes of a phone request. In
addition, SWEPCO is granted the right to purchase up to 21,900 MWh/year of
operating reserve energy.

The
SMEPA Unit Power Sale Agreement is effective through May 31, 2009, unless
terminated following certain regulatory changes, changes in fuel costs or
destruction of the Cajun facilities. The agreement requires Louisiana Generating
to provide 75 MW of capacity and the associated energy from Big Cajun II, Unit
1 and an option for SMEPA to purchase additional capacity and associated energy
if Louisiana Generating determines that it is available, in 10 MW increments,
up to a total of 200 MW. SMEPA is required to schedule a minimum of 25 MW plus
37% of any additional capacity that is purchased. The capacity charge is fixed
through May 31, 2004, and increases for the period June 1, 2004 through May 31,
2009 including transmission costs to the delivery point and any escalation of
expenses. The energy charge is 110% of the incremental fuel cost for Big Cajun
II, 
Unit 1.

The
MEAM Power Sale Agreement is effective through May 31, 2010 with an option for
MEAM to extend through September 30, 2015 upon five years advance notice. The
agreement requires Louisiana Generating to provide 20 MW of firm capacity and
associated energy with an option for MEAM to increase the capacity purchased to
a total of 30 MW upon five years advance notice. The capacity charge is fixed.
The operation and maintenance charge is a fixed amount which escalates at 3.5%
per year. There is a transmission charge which varies depending upon the
delivery point. The price for energy associated with the firm capacity is 110%
of the incremental generating cost to Louisiana Generating and is adjusted to
include transmission losses to the delivery point.

Coal Supply
Agreement

Louisiana
Generating has entered into a coal supply agreement with Triton Coal. The coal
is primarily sourced from Triton Coal's Buckskin and North Rochelle mines
located in Powder River Basin, Wyoming. The Coal supply agreement commences
March 31, 2000. The agreement is for the full coal requirements of Big Cajun
II. The agreement establishes a base price per ton for coal supplied by Triton
Coal. The base price is subject to adjustment for changes in the level of taxes
or other government fees, charges and variations in the caloric value of the
coal shipped. The base price is based on certain annual weighted average
quality specifications, subject to suspension and rejection limits.

Coal Transportation
Agreement

Louisiana
Generating entered into a coal transportation agreement with Burlington
Northern and Santa Fe Railway and American Commercial Terminal. This agreement
provides for the transport of all of the coal requirements of Big Cajun II from
the mines in Wyoming to Big Cajun II.

Transmission and
Interconnection Agreements

Louisiana
Generating assumed Cajun Electric's existing transmission agreements with
Central Louisiana Electric Company, SWEPCO; and Entergy Services, Inc., acting
as agent for Entergy Arkansas, Inc., Entergy Gulf States, Entergy Louisiana,
Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc. The Cajun
facilities are connected to the transmission system of Entergy Gulf States and
power is delivered to the distribution cooperatives at various delivery points
on the transmission systems of Entergy Gulf States, Entergy Louisiana, Central
Louisiana Electric Company and SWEPCO. Louisiana Generating also assumed from
Cajun Electric 20 interchange and sales agreements with utilities and
cooperatives, providing access to a 12 state area.

Note 12  Predecessor Revenues and Expenses

The
accompanying Consolidated Statement of Operations contains a statement of
certain revenues and expenses of Cajun Electric, the predecessor of Louisiana
Generating, on a carve-out basis for the three months ended March 30, 2000.
These results have been separated by a "black line" due to the change
in basis of the assets of Cajun Electric on the date of our acquisition. These
results represent certain revenues and expenses of Cajun Electric's non-nuclear
electric generating business, which were acquired on March 30, 2000. The
carve-out revenues and expenses exclude Cajun Electric's investment earnings,
interest expense, bankruptcy reorganization costs and income taxes.

Note 13  Jointly
Owned Plant

On
March 30, 2000 Louisiana Generating acquired a 58% interest in the Big Cajun
II, Unit 3 generation plant. Entergy Gulf States owns the remaining 42%. Big
Cajun II, Unit 3 is operated and maintained by Louisiana Generating pursuant to
a joint ownership participation and operating agreement. Under this agreement,
Louisiana Generating and Entergy Gulf States are each entitled to their
ownership percentage of the hourly net electrical output of Big Cajun II, Unit
3. All fixed costs are shared in proportion to the ownership interests. Fixed
costs include the cost of operating common facilities. All variable costs are
borne in proportion to the energy delivered to the owners. Our income statement
includes our share of all fixed and variable costs of operating the unit. NRG
South Centrals 58% share of the original cost included in Property, Plant and
Equipment, at December 31, 2000 was $179.1 million. The corresponding
accumulated depreciation and amortization was $3.4 million.

Note 14 
Decommissioning Fund

NRG
South Central is required by the State of Louisiana Department of Environmental
Quality ("DEQ") to rehabilitate its Big Cajun II ash and wastewater
impoundment areas upon removal from service of the Big Cajun II facilities. On
July 1, 1989, a guarantor trust fund (the "Solid Waste Disposal Trust
Fund") was established to accumulate the estimated funds necessary for
such purpose. NRG South Centrals predecessor deposited $1.06 million in the
Solid Waste Disposal Trust Fund in 1989, and funded $116,000 annually
thereafter, based upon an estimated future rehabilitation cost (in 1989
dollars) of approximately $3.5 million and the remaining estimated useful life
of the Big Cajun II facilities. Cumulative contributions to the Solid Waste
Disposal Trust Fund and earnings on the investments therein are accrued as a
decommissioning liability. At December 31, 2000, the carrying value of the
trust fund investments and the related accrued decommissioning liability was
approximately $3.9 million.  The trust
fund investments are comprised of various debt securities of the United States
and are carried at amortized cost, which approximates their fair value.

Note 15  Condensed
Consolidating Financial Information

The
following tables set forth the consolidating financial statements of NRG South
Central Generating LLC (Bond Issuer); Louisiana Generating LLC (Bond
Guarantor); NRG New Roads Holding LLC, NRG Sterlington Power LLC, Big Cajun I
Peaking Power LLC, NRG Sabine River Works GP LLC and NRG Sabine River Works LP
LLC (Unrestricted, Non-guarantor subsidiaries). The condensed consolidating
financial statements present the unrestricted non-guarantor subsidiaries on a
combined basis. The consolidating financial statements as of and for the period
March 30, 2000 (Inception) through December 31, 2000 have been derived from the
audited historical consolidated financial statements of NRG South Central.

NRG SOUTH CENTRAL
GENERATING LLCAND SUBSIDIARIES

CONSOLIDATING BALANCE
SHEETDecember 31, 2000(Unaudited)



Louisiana
  South CentralUnrestricted
  Non-
  Generating LLC
  Generating LLCGuarantor
  Subsidiaries
  (Bond
  Guarantor)
  (Bond Issuer)
  Eliminations(1)
  Consolidated
  Balance(In
  thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents
  $     -
  $     3,146
  $       -
  $        -
  $    3,146Accounts receivable
  -
  52,644
  -
  -
  52,644Interest receivable
  -
  -
  21,297
  (21,297)
  -Inventory
  -
  24,214
  -
  -
  24,214Prepaid expenses
  46
  1,530
  -
  -
  1,576Total current assets
  46
  81,534
  21,297
  (21,297)
  81,580Investment in Subsidiaries
  -
  -
  314,151
  (314,151)
  -Investment in Projects
  15,344
  -
  -
  -
  15,344Intercompany note receivable
  -
  -
  788,750
  (788,750)
  -Property, plant & equipment, net
  89,301
  999,607
  -
  -
  1,088,908Decommissioning fund investments
  -
  3,863
  -
  -
  3,863Deferred financing costs, net
  -
  10,065
  21
  -
  10,086Other assets
  -
  2,328
  5,267
  -
  7,595Total assets
  $104,691
  $1,097,397
  $1,129,486
  $(1,124,198)
  $1,207,376LIABILITIES AND
  MEMBERS' EQUITYCURRENT LIABILITIES:Current portion of long-term debt
  $        -
  $        -
  $     25,250
  $           -
  $   25,250Intercompany note payable
  -
  25,250
  -
  (25,250)
  -Accounts payable
  368
  2,439
  -
  -
  2,807Accounts payable-affiliates, net
  9,853
  38,082
  (7,351)
  -
  40,584Accrued interest
  -
  21,297
  21,310
  (21,297)
  21,310Accrued fuel, purchased power and
  transmission expense
  374
  14,171
  -
  -
  14,545Accrued liabilities
  1,295
  6,460
  -
  -
  7,755Total current liabilities
  11,890
  107,699
  39,209
  (46,547)
  112,251Long-term debt
  -
  -
  763,500
  -
  763,500Intercompany note payable
  -
  763,500
  -
  (763,500)
  -Other long-term liabilities
  -
  4,863
  -
  -
  4,863Total liabilities
  11,890
  876,062
  802,709
  (810,047)
  880,614MEMBERS' EQUITY
  92,801
  221,335
  326,777
  (314,151)
  326,762Total liabilities and members' equity
  $104,691
  $1,097,397
  $1,129,486
  $(1,124,198)
  $1,207,376

__________

(1)      All
significant intercompany transactions have been eliminated in consolidation.

NRG SOUTH CENTRAL
GENERATING LLCAND SUBSIDIARIES

CONSOLIDATING
STATEMENT OF OPERATIONSFor the Period March 30, 2000 (Inception)
through December 31, 2000(Unaudited)



Louisiana Generating LLC (Bond Guarantor)Unrestricted,
  Non- Guarantor
  Subsidiaries
  South Central
  Generating  LLC
  (Bond Issuer)Eliminations(1)
  Consolidated
  Balance(In
  thousands)Operating RevenuesRevenues from wholly-owned
  operations
  $4,320
  $309,010
  $        -
  $(4,267)
  $309,063Operating Costs and ExpensesCost of operations
  696
  205,188
  -
  (4,267)
  201,617Depreciation and
   amortization
  377
  20,335
  -
  -
  20,712General and
   administrative
    expenses
  265
  5,175
  172
  -
  5,612Operating income
  2,982
  78,312
  (172)
  -
  81,122Other (Income) ExpenseOther income, net
  (65)
  (651)
  (56,217)
  56,058
  (875)Equity in earnings of
   subsidiaries
  -
  -
  (26,029)
  26,029
  -Interest expense
  -
  55,981
  56,058
  (56,058)
  55,981Net income
  $3,047
  $22,982
  $26,016
  $(26,029)
  $26,016



(1)      All
significant intercompany transactions have been eliminated in consolidation.

NRG SOUTH CENTRAL
GENERATING LLCAND SUBSIDIARIES

CONSOLIDATING
STATEMENT OF CASH FLOWSFor the period March 30, 2000 (Inception)
through December 31, 2000(Unaudited)

Louisiana
  South CentralUnrestricted
  Non-
  Generating LLC
  Generating
  LLCGuarantor
  Subsidiaries
  (Bond Guarantor)
  (Bond Issuer)
  Eliminations(1)
  Consolidated
  Balance(In
  thousands)Cash Flows from
  operating activities:Net income
  $3,047
  $22,982
  $26,016
  $(26,029)
  $26,016Adjustments to reconcile net income to
  net cash provided by (used in) operating activities:Depreciation and amortization
  377
  20,335
  -
  -
  20,712Amortization of deferred finance
  costs.
  -
  324
  163
  -
  487Distributions in excess of
  earnings
  -
  -
  5,971
  (5,971)
  -Changes in assets and liabilities:Accounts receivable, net
  -
  (52,644)
  -
  -
  (52,644)Inventories
  -
  8,872
  -
  -
  8,872Prepaid expenses
  (46)
  (1,330)
  -
  -
  (1,376)Accounts payable
  368
  2,439
  -
  -
  2,807Accounts  payable 
  affiliates
  280
  (330)
  3,038
  -
  2,988Accrued interest
  -
  21,297
  21,310
  (21,297)
  21,310Interest receivable
  -
  -
  (21,297)
  21,297
  -Accrued fuel, purchased power 
  and transmission expense
  374
  14,171
  -
  -
  14,545Other accrued liabilities
  1,295
  5,183
  -
  -
  6,478Cash provided by changes in other  assets and liabilities
  -
  1,719
  (5,430)
  -
  (3,711)Net cash provided by
  (used in) operating activities
  5,695
  43,018
  29,771
  (32,000)
  46,484Cash flows from
  investing activities:Business acquisition, net of  liabilities assumed
  (25,574)
  (1,030,353)
  -
  -
  (1,055,927)Investment in subsidiaries
  -
  -
  (255,944)
  255,944
  -Capital expenditures
  (6,797)
  (5,333)
  -
  -
  (12,130)Proceeds from disposition of  property and equipment
  -
  9,017
  -
  -
  9,017Investment in decommissioning  fund
  -
  (306)
  -
  -
  (306)Payment
  received on loan to affiliate
  -
  -
  11,250
  (11,250)
  -Loan
  to affiliate
  -
  -
  (800,000)
  800,000
  -Net cash (used in)
  provided by  investing activities
  (32,371)
  (1,026,975)
  (1,044,694)
  1,044,694
  (1,059,346)Cash flows from
  financing activities:Repayment of long-term borrowings
  -
  (11,250)
  (11,250)
  11,250
  (11,250)Proceeds from long-term borrowings
  -
  800,000
  800,000
  (800,000)
  800,000Contributions by members
  26,676
  230,353
  268,583
  (255,944)
  269,668Distributions to members
  -
  (32,000)
  (32,000)
  32,000
  (32,000)Deferred financing costs
  -
  -
  (10,410)
  -
  (10,410)Net cash provided by
  (used in)  financing activities
  26,676
  987,103
  1,014,923
  (1,012,694)
  1,016,008Net increase in cash
  and cash equivalents
  -
  3,146
  -
  -
  3,146Cash and cash
  equivalents, beginning  of period
  -
  -
  -
  -
  -Cash and cash
  equivalents, end of  period
  $         -
  $3,146
  $         -
  $         -
  $3,146



(1)      All
significant intercompany transactions have been eliminated in consolidation.

Item 9 Changes in and
Disagreements with Accountants onAccounting and
Financial Disclosures
None.



Part IVItem 14Exhibits,
Financial Statement Schedules and Reportson Form
8-K(a)(1)
  Consolidated Financial StatementsIncluded in Part II.(a)(2)
  Supplemental Financial Statement SchedulesExhibit
  99.1
  contains
  the financial statements of Louisiana Generating LLCExhibit
  99.2
  contains the financial statements of Cajun Electric (Cajun
  Facilities)  Carve-Out Financial
  Statements for the years ended December 31, 1999 and 1998All other financial statement schedules
  have been omitted because either they are not required or the information
  required to be set forth therein is included in the Consolidated Financial
  Statements or in the Notes thereto.(a)(3)
  Exhibits

3.1
  * Certificate of Formation of NRG South
  Central Generating LLC3.2
  * Limited Liability Company Agreement of NRG
  South Central Generating LLC3.3
  * Certificate of Formation of Louisiana
  Generating LLC3.4
  * Limited Liability Company Agreement of
  Louisiana Generating LLC3.5
  * Certificate of Formation of NRG New Roads
  Holdings LLC3.6
  * Limited Liability Company Agreement of NRG
  New Roads Holdings LLC3.7
  * Certificate of Formation of NRG Sterlington
  Power LLC3.8
  * Limited Liability Company Agreement of NRG
  Sterlington Power LLC3.9
  * Certificate of Formation of Big Cajun I
  Peaking Power LLC3.10
  * Limited Liability Company Agreement of Big
  Cajun I Peaking Power LLC3.11
  * Certificate of Formation of NRG Sabine River
  Works LP LLC3.12
  * Limited Liability Company Agreement of NRG
  Sabine River Works LP LLC3.13
  * Certificate of Formation of NRG Sabine River
  Works GP LLC3.14
  * Limited Liability Company Agreement of NRG
  Sabine River Works GP LLC4.1
  * Trust Indenture, dated as of March 30, 2000,
  among NRG South Central Generating LLC, Louisiana Generating LLC and The
  Chase Manhattan Bank, as bond trustee, The Chase Manhattan Bank, as
  depository bank, relating to the Senior Secured Bonds4.2
  * Form of certificate of 8.962% Series A
  Senior Secured Bonds due 2016 (included in Exhibit 4.1)4.3
  * Form of certificate of 9.479% Series B
  Senior Secured Bonds due 2024 (included in Exhibit 4.1)4.4
  * Form of certificate of 8.962% Series A-1
  Senior SecuredBonds due 20164.5
  * Form of certificate of 9.479% Series B-1
  Senior Secured Bonds due 20244.6
  * Exchange and Registration Rights Agreement,
  dated as of March 30, 2000, by and among NRG South Central Generating LLC,
  Louisiana Generating LLC, Chase Securities Inc. and Lehman Brothers Inc., on
  behalf of the Initial Purchasers4.7
  * Collateral Agency and Intercreditor
  Agreement, dated as of March 30, 2000, among NRG South Central Generating
  LLC, Louisiana Generating LLC, The Chase Manhattan Bank, as bond trustee, The
  Chase Manhattan Bank, as depositary bank and The Chase Manhattan Bank, as
  collateral agent4.8
  * Assignment and Security Agreement, dated as
  of March 30, 2000, between NRG South Central Generating LLC and The Chase
  Manhattan Bank, as collateral agent4.9
  * Guarantor Note, dated as of March 30, 2000,
  by Louisiana Generating LLC in favor of NRG South Central Generating LLC4.10
  * Guarantor Loan Agreement, dated as of March
  30, 2000 among Louisiana Generating LLC and NRG South Central Generating LLC4.11
  * Guarantee, dated as of March 30, 2000, by
  Louisiana Generating LLC in favor of The Chase Manhattan Bank4.12
  * Debt Reserve Guarantee Agreement, dated as
  of March 30, 2000, between NRG Energy, Inc. and The Chase Manhattan Bank, as
  trustee, on behalf of the Holders of the Bonds4.13
  * Assignment and Security Agreement, dated as
  of March 30, 2000, between Louisiana Generating LLC and The Chase Manhattan
  Bank, as collateral agent4.14
  * Assignment and Security Agreement, dated as
  of March 30, 2000, among NRG Power Marketing Inc. and The Chase Manhattan
  Bank, as collateral agent4.15
  * Pledge and Security Agreement, dated as of
  March 30, 2000, among NRG South Central Generating LLC and The Chase
  Manhattan Bank, as collateral agent10.1
  * Working Capital Agreement, dated as of April
  30, 2000, by NRG South Central Generating LLC, the Guarantors, the Lenders
  and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as administrative
  agent10.2
  * NRG South Central Generating LLC Secured
  Revolving Note, dated as of April 30, 2000, by NRG South Central Generating
  LLC to The Bank of Tokyo-Mitsubishi, Ltd., New York Branch10.3
  * Power Sales and Agency Agreement, dated
  March 24, 2000 among NRG Power Marketing Inc. and Louisiana Generating LLC10.4
  * Operation and Management Services Agreement,
  dated March 24, 2000, among NRG Operating Services, Inc. and Louisiana
  Generating LLC10.5
  * Corporate Services Agreement, dated March
  24, 2000, among NRG Energy, Inc. and NRG South Central Generating10.6
  * Corporate Services Agreement, dated March
  24, 2000, among NRG Energy, Inc. and Agreement Louisiana Generating10.7
  * Corporate Services Agreement, dated August
  17, 2000, among NRG Energy, Inc. and NRG Sterlington Power LLC10.8
  * Corporate Services Agreement, dated August
  4, 2000, among NRG Energy, Inc. and Big Cajun I Peaking Power LLC10.9
  + Coal Transportation Agreement between
  Louisiana Generating, LLC and The Burlington Northern and Santa Fe Railway
  Company and American Commercial Marine Service Company10.10
  + Agreement between Louisiana Generating, LLC
  and Triton Coal Company for the Sale and Purchase of Coal21
  Subsidiaries of the registrant24.1
  Powers of Attorney (included on signature
  page)99.1
  Financial statements of Louisiana Generating
  LLC99.2
  Financial statements of Cajun Electric (Cajun
  Facilities) Carve-Out Financial Statements for the years ended December 31,
  1999 and 1998





+
Confidential treatment was requested for portions of these exhibits.Omitted material was filed separately with the Commission.*
Previously filed.(b)
  Reports on Form 8-KNone



SignaturesPursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized on March 30, 2001.



NRG South Central Generating LLC(Registrant)/s/  
  Craig A. MataczynskiCraig A. Mataczynski, President/s/  
  Brian B. BirdBrian B. Bird, Treasurer(Principal Accounting Officer)



Date:  March 30, 2001



POWER OF ATTORNEYEach person whose signature
appears below constitutes and appoints Craig A. Mataczynski and Brian B. Bird,
each or any of them, such persons true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution for such person and in such
persons name, place and stead, in any and all capacities, to sign any and all
amendments to this report on Form 10-K, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing necessary or desirable to be done in and about the premises, as fully to
all intents and purposes as such person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.In accordance with
the Exchange Act, this report has been signed by the following persons on
behalf of the registrant in the capacities indicated on March 30, 2001:

SIGNATURE
  TITLE/s/  Craig A. Mataczynski
  
  President (Principal Executive Officer)Craig A. Mataczynski/s/  Alan D. Williams
  
  Vice PresidentAlan D. Williams/s/   Brian B. Bird
  
  Treasurer (Principal Accounting Officer)Brian B. Bird/s/  A. Kell McInnis
  
  SecretaryA. Kell McInnis/s/  David A. Peterson
  
  Management Committee MemberDavid A. Peterson/s/  Leonard A. Bluhm
  
  Management Committee MemberLeonard A. Bluhm



SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15 (d) OF THE ACT BY REGISTRANTS WHICH HAVE
NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.An annual report will not be sent to security
holders.  No proxy material will be sent
to security holders.