What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 823 added, 947 removed, 2281 unchanged (44% of the section changed)

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Changes in Internal Control over Financial Reporting

During the year ended December 31, 2023, the Company completed its acquisition of Vivint Smart Home, Inc.

As part of integration, the Company designed and implemented a control structure over Vivint Smart Home's operations.

Other than the Vivint Smart Home acquisition, there were no changes in NRG’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred in the fourth quarter of 2023 that materially affected, or are reasonably likely to materially affect, NRG’s internal control over financial reporting.

There were no changes in NRG’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred in the fourth quarter of 2024 that materially affected, or are reasonably likely to materially affect, NRG’s internal control over financial reporting.

Inherent Limitations over Internal Controls

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Based on the Company's evaluation under the framework in Internal Control — Integrated Framework (2013) , the Company's management concluded that its internal control over financial reporting was effective as of December 31, 2024.

On March 10, 2023, NRG acquired Vivint Smart Home, Inc., and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, Vivint Smart Home, Inc.'s internal control over financial reporting associated with total assets (excluding acquired goodwill and intangible assets) of 5% and total revenues of 5% included in the consolidated financial statements of the Company as of and for the year ended December 31, 2023.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, the Company's independent registered public accounting firm, as stated in its report which is included in this Annual Report on Form 10-K.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss)/income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 28, 2024 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Vivint Smart Home, Inc.

during 2023, and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, Vivint Smart Home, Inc.'s internal control over financial reporting associated with total assets (excluding acquired goodwill and intangible assets) of 5% and total revenues of 5% included in the consolidated financial statements of the Company as of and for the year ended December 31, 2023.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Vivint Smart Home, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income/(loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Director and Officer Trading Arrangements

During the three months ended December 31, 2023, the following directors or officers of the Company adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement,' as each term is defined in Item 408(a) of Regulation S-K, as described in the table below:

Name Title Date Adopted Character of Trading Arrangement Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement (a)

Duration Date Terminated

Elizabeth Killinger Executive Vice President 12/15/2023 Rule 10b5-1 Trading Arrangement 65,583 shares to be Sold (b)

3/15/2024-1/31/2025 N/A

Rasesh Patel Executive Vice President, Smart Home 12/15/2023 Rule 10b5-1 Trading Arrangement Up to 73,638 shares to be Sold

3/14/2024-11/01/2024 N/A

(a) Potential sales may be subject to certain price limitations set forth in the 10b5-1 plans and therefore actual number of shares sold could vary if certain minimum stock prices are not met

(b) Represents approximate number of shares to be sold based on outstanding awards expected to vest during the period, where any underlying performance share awards are being calculated at target.

Actual number of shares to be sold will depend on actual vesting, the number of shares withheld by NRG to satisfy tax withholding obligations and vesting of dividend equivalent rights

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement,' as each term is defined in Item 408(a) of Regulation S-K.

Item 9C — Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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A copy of the "NRG Code of Conduct" is available in print to any stockholder who requests it.

Insider Trading Arrangements and Policies

The Company has adopted a Securities Trading and Non-Disclosure Policy (the “Insider Trading Policy”) governing the purchase, sale, and other dispositions of its securities by its directors, officers, employees, and other covered personnel.

It also follows procedures for the repurchase of its securities.

NRG believes that its Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company.

A copy of NRG’s Insider Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Other information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders.

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Total 5,730,054 $ — 26,206,022 (3)

(1) Consists of shares issuable under the NRG LTIP and the ESPP.

On April 27, 2023, NRG stockholders approved an increase of 4,400,000 shares available for issuance under the ESPP.

As of December 31, 2023, there were 6,702,125 shares reserved from the Company's treasury shares for the ESPP

(1) Consists of shares issuable under the NRG LTIP.

See Note 20, Stock-Based Compensation for a discussion of the NRG LTIP

(2) Consists of shares issuable under the Vivint LTIP.

On March 10, 2023, in connection with the Acquisition, NRG assumed the Vivint Smart Home, Inc.

2020 Omnibus Incentive Plan.

While the Vivint Smart Home, Inc.

2020 Omnibus Incentive Plan was previously approved by stockholders of Vivint Smart Home, Inc., the plan is listed as "not approved" because it was assumed as part of the Acquisition and not subject to approval by NRG stockholders.

On March 10, 2023, in connection with the Acquisition, NRG assumed the Vivint LTIP.

While the Vivint LTIP was previously approved by stockholders of Vivint Smart Home, Inc., the plan is listed as "not approved" because it was assumed as part of the Acquisition and not subject to approval by NRG stockholders.

The Company intends to make subsequent grants under the Vivint LTIP.

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(3) Consists of 7,188,824 shares of common stock under the NRG LTIP, 12,557,143 shares of common stock under the Vivint LTIP and 6,460,055 shares of treasury stock reserved for issuance under the ESPP

The NRG LTIP currently provides for grants of restricted stock units, relative performance stock units, deferred stock units and dividend equivalent rights.

The Vivint LTIP currently provides for grants of restricted stock units and performance stock units.

The Company's directors, officers and employees, as well as other individuals performing services for, or to whom an offer of employment has been extended by the Company, are eligible to receive grants under the LTIPs.

The LTIPs currently provides for grants of restricted stock units, relative performance stock units, deferred stock units and dividend equivalent rights.

The purpose of the LTIPs is to promote the Company's long-term growth and profitability by providing these individuals with incentives to maximize stockholder value and otherwise contribute to the Company's success and to enable the Company to attract, retain and reward the best available persons for positions of responsibility.

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Consolidated Statements of Operations — Years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive (Loss)/Income — Years ended December 31, 2023, 2022, and 2021

Consolidated Statements of Comprehensive Income/(Loss) — Years ended December 31, 2024, 2023, and 2022

Consolidated Balance Sheets — As of December 31, 2024 and 2023

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We have audited the accompanying consolidated balance sheets of NRG Energy, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss)/income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income/(loss), stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the sufficiency of audit evidence over revenues

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In addition, we evaluated the sufficiency of audit evidence obtained over revenues by assessing the results of procedures performed, including the appropriateness of such evidence.

Fair value of certain acquired intangible assets

As discussed in Note 4 to the consolidated financial statements, the Company acquired Vivint Smart Home, Inc.

on March 10, 2023 for total consideration of $ 2,623 million.

In connection with the business combination, the Company recorded various intangible assets, which included customer relationships and technology intangible assets with an acquisition-date fair value of $ 1,740 million and $ 860 million, respectively.

We identified the evaluation of the acquisition-date fair value of the customer relationships and technology intangible assets as a critical audit matter.

A high degree of subjective and complex auditor judgment was required to evaluate key assumptions used to value these acquired intangible assets.

We performed sensitivity analyses to determine the key assumptions used to value the intangible assets acquired which required challenging auditor judgment.

Specifically, key assumptions included the customer attrition for the customer relationships intangible asset and the discount rate for the customer relationships and technology intangible assets.

Changes to these assumptions could have had a significant impact on the fair value of such assets.

In addition, valuation professionals with specialized skills and knowledge were needed to assist in the evaluation of the discount rate.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process, including controls related to the selection of the customer attrition used in the customer relationships intangible asset and the discount rate used in the customer relationships and technology intangible assets.

We evaluated the customer attrition used by the Company by comparing it to historical attrition experienced by the acquired company and comparable company attrition.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate by assessing the relative risk profile of the customer relationships and technology intangible assets compared to the required rate of return of all acquired assets in the business combination.

We have served as the Company's auditor since 2004.

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Impairment losses 36 26 206

Selling, general and administrative costs 1,968 1,228 1,293

Selling, general and administrative costs (excluding amortization of customer acquisition costs of $ 204 , $ 125 and $ 83 , respectively, which are included in depreciation and amortization shown separately above)

2,031 1,843 1,145

Provision for credit losses 314 251 11

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Other income, net 44 47 56

Gain/(Loss) on debt extinguishment 109 — ( 77 )

(Loss)/Gain on debt extinguishment ( 382 ) 109 —

Interest expense ( 651 ) ( 667 ) ( 417 )

Total other expense ( 976 ) ( 597 ) ( 355 )

(Loss)/Income Before Income Taxes ( 213 ) 1,663 2,859

Income tax (benefit)/expense ( 11 ) 442 672

Net (Loss)/Income ( 202 ) 1,221 2,187

Income/(Loss) Before Income Taxes 1,448 ( 213 ) 1,663

Income tax expense/(benefit) 323 ( 11 ) 442

Net Income/(Loss) 1,125 ( 202 ) 1,221

Cumulative dividends attributable to Series A Preferred Stock 67 54 —

Net (Loss)/Income Available for Common Stockholders $ ( 256 ) $ 1,221 $ 2,187

(Loss)/Income Per Share

Weighted average number of common shares outstanding — basic and diluted 228 236 245

(Loss)/Income per Weighted Average Common Share — Basic and Diluted $ ( 1.12 ) $ 5.17 $ 8.93

Net Income/(Loss) Available for Common Stockholders $ 1,058 $ ( 256 ) $ 1,221

Income/(Loss) Per Share

Weighted average number of common shares outstanding — basic 206 228 236

Income/(Loss) per Weighted Average Common Share — Basic $ 5.14 $ ( 1.12 ) $ 5.17

Weighted average number of common shares outstanding — diluted 212 228 236

Income/(Loss) per Weighted Average Common Share — Diluted $ 4.99 $ ( 1.12 ) $ 5.17

See notes to Consolidated Financial Statements

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

For the Year Ended December 31,

(In millions) 2024 2023 2022

Net (Loss)/Income $ ( 202 ) $ 1,221 $ 2,187

Other Comprehensive Income/(Loss), net of tax

Net Income/(Loss) $ 1,125 $ ( 202 ) $ 1,221

Other Comprehensive (Loss)/Income, net of tax

Foreign currency translation adjustments

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Defined benefit plans ( 4 ) 30 ( 16 )

Other comprehensive income/(loss) 39 ( 51 ) 80

Comprehensive (Loss)/Income $ ( 163 ) $ 1,170 $ 2,267

Other comprehensive (loss)/income ( 26 ) 39 ( 51 )

Comprehensive Income/(Loss) $ 1,099 $ ( 163 ) $ 1,170

See notes to Consolidated Financial Statements

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Other intangible assets, net 1,370 1,763

Nuclear decommissioning trust fund — 838

Derivative instruments 1,710 2,293

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Non-current operating lease liabilities 117 128

Nuclear decommissioning reserve — 340

Nuclear decommissioning trust liability — 477

Derivative instruments 1,107 1,488

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10,000,000 shares authorized;

650,000 Series A shares issued and outstanding at December 31, 2023 (aggregate liquidation preference $ 650 );

0 shares issued and outstanding at December 31, 2022

650,000 Series A shares issued and outstanding at December 31, 2024 and 2023 (aggregate liquidation preference $ 650 )

Common stock;

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Cash Flows from Operating Activities

Net (loss)/income $ ( 202 ) $ 1,221 $ 2,187

Net Income/(Loss) $ 1,125 $ ( 202 ) $ 1,221

Adjustments to reconcile net income to net cash provided by operating activities:

Equity in and distributions from (earnings)/losses of unconsolidated affiliates ( 6 ) 7 20

Depreciation and amortization 1,127 634 785

Equity in earnings of unconsolidated affiliates, net of distributions ( 13 ) ( 6 ) 7

Depreciation of property, plant and equipment and amortization of customer relationships and other intangible assets 1,071 1,127 634

Amortization of capitalized contract costs 332 168 86

Accretion of asset retirement obligations 34 27 55

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Amortization of financing costs and debt discounts 39 52 23

(Gain)/Loss on debt extinguishment ( 109 ) — 77

Loss/(Gain) on debt extinguishment 382 ( 109 ) —

Amortization of in-the-money contracts and emissions allowances 105 137 158

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Changes in derivative instruments ( 337 ) 2,455 ( 3,221 )

Changes in deferred income taxes and liability for uncertain tax benefits ( 92 ) 382 604

Changes in current and deferred income taxes and liability for uncertain tax benefits 165 ( 92 ) 382

Changes in collateral deposits in support of risk management activities 245 ( 1,806 ) 896

Changes in nuclear decommissioning trust liability — — 9

Uplift securitization proceeds received/(receivable) from ERCOT — 689 ( 689 )

Cash (used)/provided by changes in other working capital, net of acquisition and disposition effects:

Uplift securitization proceeds received from ERCOT — — 689

Cash (used)/provided by changes in other working capital:

Accounts receivable - trade ( 366 ) 840 ( 1,560 )

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Other assets and liabilities ( 621 ) ( 473 ) ( 161 )

Cash (used)/provided by operating activities $ ( 221 ) $ 360 $ 493

Cash provided/(used) by operating activities $ 2,306 $ ( 221 ) $ 360

Cash Flows from Investing Activities

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Capital expenditures ( 472 ) ( 598 ) ( 367 )

Proceeds from sale of assets, net of cash disposed 501 2,007 109

Net purchases of emissions allowances ( 18 ) ( 24 ) ( 6 )

Proceeds from insurance recoveries for property, plant and equipment, net 3 240 —

Investments in nuclear decommissioning trust fund securities — ( 367 ) ( 454 )

Proceeds from sales of nuclear decommissioning trust fund securities — 355 448

Proceeds from sale of assets, net of cash disposed 2,007 109 830

Proceeds from insurance recoveries for property, plant and equipment, net 240 — —

Cash used by investing activities $ ( 24 ) $ ( 910 ) $ ( 332 )

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Proceeds from issuance of preferred stock, net of fees $ — $ 635 $ —

Net receipts from settlement of acquired derivatives that include financing elements 342 1,995 938

Payments for share repurchase activity (a)

Payments for share repurchase activity and excise tax (a)

( 935 ) ( 1,150 ) ( 600 )

Equivalent shares purchased in lieu of tax withholdings ( 50 ) ( 22 ) ( 6 )

Payments of dividends to preferred and common stockholders ( 405 ) ( 381 ) ( 332 )

Proceeds from issuance of long-term debt 3,200 731 —

Payments for short and long-term debt ( 523 ) ( 5 ) ( 1,861 )

Payments for current and long-term debt ( 3,255 ) ( 523 ) ( 5 )

Payments for debt extinguishment costs ( 262 ) — —

Payments of debt issuance costs ( 45 ) ( 32 ) ( 9 )

Proceeds from issuance of common stock — — 1

Net (payments)/receipts from settlement of acquired derivatives that include financing elements ( 3 ) 342 1,995

Proceeds from credit facilities 1,050 3,020 —

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Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash at End of Period $ 1,173 $ 649 $ 2,178

(a) Includes $( 22 ) million, $( 6 ) million and $( 9 ) million of equivalent shares purchased in lieu of tax withholdings on equity compensation issuances for the years ended December 31, 2023, 2022 and 2021, respectively

(a) Includes excise tax paid of $ 10 million during the year ended December 31, 2024

For further discussion of supplemental cash flow information see Note 25, Cash Flow Information

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Stock Additional

Capital (Accumulated Deficit)/Retained Earnings Treasury

Capital Retained Earnings Treasury

Stock Accumulated

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Balance at December 31, 2021 $ — $ 4 $ 8,531 $ 464 $ ( 5,273 ) $ ( 126 ) $ 3,600

Other comprehensive income 80 80

Shares reissuance for ESPP 1 3 4

Share repurchases

( 44 ) ( 44 )

Equity-based awards activity, net (a)

Issuance of common stock

Common stock dividends and dividend equivalents declared (b)

( 320 ) ( 320 )

Balance at December 31, 2021 $ — $ 4 $ 8,531 $ 464 $ ( 5,273 ) $ ( 126 ) $ 3,600

Other comprehensive loss ( 51 ) ( 51 )

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( 117 ) ( 1,043 ) ( 1,160 )

Retirement of treasury stock ( 1 ) ( 5,008 ) 5,009 —

Retirement of treasury stock (d)

( 1 ) ( 5,008 ) 5,009 —

Equity-based awards activity, net (a)

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( 352 ) ( 352 )

Series A Preferred Stock dividends (d)

Series A Preferred Stock dividends (e)

( 34 ) ( 34 )

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Balance at December 31, 2023 $ 650 $ 3 $ 3,416 $ 820 $ ( 1,892 ) $ ( 91 ) $ 2,906

Other comprehensive loss ( 26 ) ( 26 )

Shares reissuance for ESPP 5 8 13

Share repurchases (c)

117 ( 1,051 ) ( 934 )

Retirement of treasury stock (d)

( 1 ) ( 2,637 ) 2,638 —

Equity-based awards activity, net (a)

Common stock dividends and dividend equivalents declared (b)

( 343 ) ( 343 )

Series A Preferred Stock dividends (e)

( 67 ) ( 67 )

Capped Call Options (f)

( 253 ) ( 253 )

Balance at December 31, 2024 $ 650 $ 2 $ 705 $ 1,535 $ ( 297 ) $ ( 117 ) $ 2,478

(a) Includes $( 50 ) million, $( 22 ) million and $( 6 ) million of equivalent shares purchased in lieu of tax withholding on equity compensation issuances for the years ended December 31, 2024, 2023 and 2022, respectively

(b) Dividends per common share were $ 1.63 , $ 1.51 and $ 1.40 for each of the years ended December 31, 2024, 2023 and 2022, respectively

(d) Dividend per Series A Preferred Stock was $ 52.96

(c) Includes excise tax accrued of $ 9 million and $ 10 million for the years ended December 31, 2024 and 2023, respectively.

For further discussion of the share repurchases, see Item 15 — Note 15 , Capital Structure

(d) For further discussion of the treasury stock retirements, see Item 15 — Note 15 , Capital Structure

(e) Dividends per share of Series A Preferred Stock were $ 51.25 for each of the periods ended September 15 and March 15, 2024 and $ 52.96 for the period ended September 15, 2023

(f) For further discussion of the Capped Call Options, see Item 15 — Note 15 , Capital Structure

See notes to Consolidated Financial Statements

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Note 1 — Nature of Business

NRG Energy, Inc., or NRG or the Company, sits at the intersection of energy and home services.

NRG is a leading energy and home services company fueled by market-leading brands, proprietary technologies, and complementary sales channels.

NRG Energy, Inc., or NRG or the Company, is a leading energy and smart home company fueled by market-leading brands, proprietary technologies, and complementary sales channels.

Across the United States and Canada, NRG delivers innovative, sustainable solutions, predominately under the brand names such as NRG, Reliant, Direct Energy, Green Mountain Energy and Vivint, while also advocating for competitive energy markets and customer choice.

The Company has a customer base that includes approximately 8 million residential consumers in addition to commercial, industrial, and wholesale customers, supported by approximately 13 GW of generation.

The Company has a customer base that includes approximately 8 million residential customers (comprised of 6 million retail energy customers and 2 million smart home customers) in addition to commercial, industrial, and wholesale customers, supported by approximately 13 GW of generation as of December 31, 2024.

The Company's business is segmented as follows:

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• West/Services/Other, which includes the following assets and activities:

(i) all activity related to customer, plant and market operations in the West and Canada, (ii) the Services businesses (iii) activity related to the Cottonwood facility and other investments;

(i) all activity related to customer, plant and market operations in the West and Canada, and (ii) activity related to the Cottonwood facility and other investments;

• Vivint Smart Home;

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As such, NRG applies the guidance of ASC 810, Consolidations, or ASC 810, to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a VIE, should be consolidated.

The Company identified an error in the previously issued consolidated financial statements for the year ended December 31, 2021 related to the presentation of cash flows associated with certain borrowings and repayments related to the Revolving Credit Facility.

The statement of cash flows for the year ended December 31, 2021 has been adjusted to present on a gross basis the borrowings from the Revolving Credit Facility of $ 1.4 billion and the related repayments of $ 1.4 billion.

The change had no impact to the total cash used by financing activities for the year ended December 31, 2021.

We evaluated the materiality of this error both qualitatively and quantitatively and have concluded it is immaterial to the impacted period.

Presentation Adjustments

Beginning in the third quarter of 2024, the Company is recording the amortization of capitalized contracts costs within depreciation and amortization.

This change, along with additional financial statement disclosures, is meant to address investor inquiries by enhancing transparency to easier match expenses with revenues.

NRG previously recorded amortization of capitalized contract costs related to fulfillment in cost of operations and amortization of capitalized contract costs related to customer acquisition primarily in selling, general and administrative costs in the consolidated statements of operations.

Prior years amounts were adjusted for comparative purposes.

The adjustments had no impact on the Company’s total operating costs and expenses, and total cash flows.

The following table presents adjustments within the consolidated statement of operations for the years ended December 31, 2023 and 2022 related to capitalized contract costs:

(In millions) As Previously Presented Presentation Adjustments As Adjusted

Year ended December 31, 2023

Cost of operations (excluding depreciation and amortization shown below) $ 26,526 $ ( 43 ) $ 26,483

Depreciation and amortization 1,127 168 1,295

Selling, general and administrative costs 1,968 ( 125 ) 1,843

Year ended December 31, 2022

Cost of operations (excluding depreciation and amortization shown below) $ 27,446 $ ( 3 ) $ 27,443

Depreciation and amortization 634 86 720

Selling, general and administrative costs 1,228 ( 83 ) 1,145

The following table presents adjustments within the consolidated statement of cash flows for the years ended December 31, 2023 and 2022 related to capitalized contract costs:

(In millions) As Previously Presented Presentation Adjustments As Adjusted

Year ended December 31, 2023

Cash flows from operating activities:

Amortization of capitalized contract costs $ — $ 168 $ 168

Prepayments and other current assets ( 233 ) ( 168 ) ( 401 )

Year ended December 31, 2022

Cash flows from operating activities:

Amortization of capitalized contract costs $ — $ 86 $ 86

Prepayments and other current assets 17 ( 86 ) ( 69 )

Winter Storm Uri Uplift Securitization Proceeds

The Texas Legislature passed HB 4492 in May 2021 for ERCOT to mitigate exceptionally high price adders and ancillary service costs incurred by LSEs during Winter Storm Uri.

HB 4492 authorized ERCOT to obtain $2.1 billion of financing to distribute to LSEs that were charged and paid to ERCOT those highly priced ancillary service and ORDPA during Winter Storm Uri.

In May 2021, the Texas Legislature passed House Bill (“HB”) 4492 to mitigate exceptionally high price adders and ancillary service costs incurred by ERCOT LSEs during Winter Storm Uri.

HB 4492 authorized ERCOT to obtain $2.1 billion of financing to distribute to LSEs that were charged and paid to ERCOT those highly priced ancillary service and online reliability deployment price adders during Winter Storm Uri.

In December 2021, ERCOT filed with the PUCT a calculation of each LSE’s share of proceeds based on the settlement methodology.

The Company accounted for the proceeds by analogy to the contribution model within ASC 958-605, Not-for-Profit Entities- Revenue Recognition and the grant model within IAS 20, Accounting for Government Grants and Disclosure of Government Assistance , as a reduction to expenses in the consolidated statements of operations in the 2021 annual period for which the proceeds were intended to compensate.

The Company received proceeds of $ 689 million from ERCOT in June 2022.

In June 2022, the Company received proceeds of $ 689 million from ERCOT in relation with HB 4492.

Credit Losses

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The Company writes off customer contract receivable balances against the allowance for credit losses when it is determined a receivable is uncollectible.

The following table represents the activity in the allowance for credit losses for the years ended December 31, 2023, 2022, and 2021:

The following table presents the activity in the allowance for credit losses for the years ended December 31, 2024, 2023, and 2022:

Year Ended December 31,

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Acquired balance from Vivint Smart Home — 22 —

Acquired balance from Direct Energy — — 112

Provision for credit losses (a)

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Recoveries collected 38 39 32

Other 18 13 —

Ending balance (a)

$ 152 $ 145 $ 133

(a) Includes bilateral finance hedging risk of $( 70 ) million and $ 403 million accounted for under ASC 815 for the years ended December 31, 2022 and December 31, 2021, respectively

(a) Includes bilateral finance hedging risk of $( 70 ) million accounted for under ASC 815 for the year ended December 31, 2022

During the year ended December 31, 2022, the provision for credit losses included the Company's loss mitigation efforts recognized as income of $ 126 million related to Winter Storm Uri.

During the year ended December 31, 2021, the provision for credit losses included $ 596 million of expense due to the impacts of Winter Storm Uri.

The increase in write-offs for the periods ended December 31, 2022 and 2021 were primarily due to the resolution of credit losses that occurred during Winter Storm Uri.

The increase in write-offs during the year ended December 31, 2022 was primarily due to the resolution of credit losses that occurred during Winter Storm Uri.

Cash and Cash Equivalents

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Funds deposited by counterparties consist of cash held by the Company as a result of collateral posting obligations from its counterparties related to NRG's hedging program.

The decrease in funds deposited by counterparties is driven by the significant decrease in forward positions as a result of decreases in natural gas and power prices compared to December 31, 2022.

The increase in funds deposited by counterparties is driven by the increase in forward positions as a result of increases in natural gas and power prices compared to December 31, 2023.

Though some amounts are segregated into separate accounts, not all funds are contractually restricted.

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$ 1,173 $ 649 $ 2,178

Restricted cash consists primarily of funds held to satisfy the requirements of certain financing agreements and funds held within the Company's projects that are restricted in their use.

Restricted cash consists primarily of funds held within the Company's projects that are restricted in their use.

Inventory is valued at the lower of weighted average cost or market, and consists principally of natural gas, fuel oil, coal, spare parts and finished goods.

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Inventory is valued at the lower of cost or net realizable value with cost being determined on a first in first out basis for finished goods and weighted average cost method for all other inventories.

The Company removes finished goods inventories as they are sold to customers.

The Company removes finished goods inventories as they are

sold to customers.

Inventories sold to customers as part of a smart home system are generally capitalized as contract costs.

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Property, Plant and Equipment

Property, plant and equipment are stated at cost or, in the case of business acquisitions, fair value;

Property, plant and equipment are stated at cost or, in the case of business acquisitions, acquisition date fair value;

however, impairment adjustments are recorded whenever events or changes in circumstances indicate that their carrying values may not be recoverable.

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The Company carries insurance policies to cover insurable risks including, but not limited to, business interruption.

There were no business interruption insurance settlements during the year ended December 31, 2024.

As a result of damage at the Limestone 1 and W.A.

Parish 8 units, the Company recorded business interruption insurance settlements of $ 7 million and $ 81 million during the year ended December 31, 2023 and December 31, 2022, respectively.

Parish 8 units, the Company recorded business interruption insurance settlements of $ 7 million and $ 81 million during the years ended December 31, 2023 and 2022, respectively.

Business interruption insurance is recorded to cost of operations in the consolidated statements of operations and cash provided by operating activities in the consolidated statement of cash flows.

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NRG performs goodwill impairment tests annually, during the fourth quarter, and when events or changes in circumstances indicate that the carrying value may not be recoverable.

The Company may first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent.

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Capitalized Contract Costs

Capitalized contract costs represent the costs directly related and incremental to the origination of new contracts, modification of existing contracts or to the fulfillment of the related subscriber contracts.

These costs include installed products, commissions, other compensation and the cost of installation of new or upgraded customer contracts.

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Such changes, if any, are accounted for prospectively as a change in estimate.

Amortization of capitalized contract costs related to fulfillment are included in cost of operations and amortization of capitalized contract costs related to customer acquisition are included in selling, general and administrative costs in the consolidated statements of operations.

Contract costs not directly related and incremental to the origination of new contracts, modification of existing contracts or to the fulfillment of the related subscriber contracts are expensed as incurred.

Amortization of capitalized contract costs are included in depreciation and amortization in the consolidated statements of operations.

Contract costs not directly related and incremental to the origination of new contracts, modification of existing contracts or to the fulfillment of the related customer contracts are expensed as incurred.

Depreciation and Amortization

The Company's depreciation and amortization included in the consolidated statement of operations consisted of the following:

For the Year Ended December 31,

(In millions) 2024 2023 2022

Amortization of capitalized contract costs related to fulfillment $ 120 $ 37 $ —

Amortization of capitalized contract costs related to customer acquisition 212 131 86

Amortization of customer relationships and other intangible assets 800 870 343

Depreciation of property, plant and equipment 271 257 291

Total depreciation and amortization $ 1,403 $ 1,295 $ 720

The Company accounts for income taxes using the liability method in accordance with ASC 740, Income Taxes, or ASC 740, which requires that the Company use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences.

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Under ASC 740, tax benefits are recognized when it is more-likely-than-not that a tax position will be sustained upon examination by the authorities.

The benefit recognized from a position is the amount of benefit that has surpassed the more-likely-than-not threshold, as it is more than 50% likely to be realized upon settlement.

The benefit recognized from a position is the amount of benefit that has

surpassed the more-likely-than-not threshold, as it is more than 50% likely to be realized upon settlement.

The Company recognizes interest and penalties accrued related to uncertain tax benefits as a component of income tax expense.

In accordance with ASC 740 and as discussed further in Note 20, Income Taxes , changes to existing net deferred tax assets or valuation allowances or changes to uncertain tax benefits, are recorded to income tax (benefit)/expense.

In accordance with ASC 740 and as discussed further in Note 19, Income Taxes , changes to existing net deferred tax assets or valuation allowances or changes to uncertain tax benefits, are recorded to income tax expense/(benefit).

Contract and Emission Credit Amortization

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Vivint Smart Home Flex Pay

Under the Flex Pay plan (“Flex Pay”), offered by Vivint Smart Home, subscribers pay separately for smart home products and services (smart home and security).

The subscriber has the ability to pay for Vivint Smart Home products in the following three ways:

(i) qualified subscribers may finance the purchase through third-party financing providers ("Consumer Financing Program" or “CFP”), (ii) Vivint Smart Home generally offers a limited number of subscribers not eligible for the CFP, but who qualify under Vivint Smart Home underwriting criteria, the option to enter into a retail installment contract directly with Vivint Smart Home or (iii) subscribers may conduct purchases by check, automatic clearing house payments, credit or debit card or by obtaining short term financing (generally no more than six-month installment terms) through Vivint Smart Home.

Although subscribers pay separately for products and services under Flex Pay, the Company has determined that the sale of products and services are one single performance obligation resulting in deferred revenue for the gross amount of products sold.

Under the Flex Pay plan (“Flex Pay”), offered by Vivint Smart Home, customers pay separately for smart home products and services (smart home and security).

The customer has the ability to pay for Vivint Smart Home products in the following three ways:

(i) qualified customers may finance the purchase through third-party financing providers ("Consumer Financing Program" or “CFP”), (ii) Vivint Smart Home generally offers a limited number of customers not eligible for the CFP, but who qualify under Vivint Smart Home underwriting criteria, the option to enter into a retail installment contract directly with Vivint Smart Home or (iii) customers may conduct purchases by check, automatic clearing house payments, credit or debit card or by obtaining short-term financing (generally no more than six-month installment terms) through Vivint Smart Home.

Although customers pay separately for products and services under Flex Pay, the Company has determined that the sale of products and services are one single performance obligation resulting in deferred revenue for the gross amount of products sold.

For products financed through the CFP, gross deferred revenues are reduced by (i) any fees the third-party financing provider (“Financing Provider”) is contractually entitled to receive at the time of loan origination, and (ii) the present value of expected future payments due to the Financing Providers .

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• Vivint Smart Home incurs fees at the time of the loan origination and receives proceeds that are net of these fees.

• Vivint Smart Home also shares liability for credit losses, with Vivint Smart Home being responsible for between 2.6 % and 100 % of lost principal balances.

Due to the nature of these provisions, the Company records a derivative liability ("CFP Derivative") at its fair value when the Financing Provider originates loans to subscribers, which reduces the amount of estimated revenue recognized on the provision of the services.

• Vivint Smart Home also shares liability for credit losses.

• Vivint Smart Home is responsible for reimbursing certain Financing Providers for merchant transaction fees and other associated loan fees.

Due to the nature of these provisions, the Company records a derivative liability ("CFP Derivative") at its fair value when the Financing Provider originates loans to customers, which reduces the amount of estimated revenue recognized on the provision of the services.

The derivative liability is reduced as payments are made by Vivint Smart Home to the Financing Provider.

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Operations and Maintenance and Other Cost of Operations

Operations and maintenance costs include major and other routine preventative (planned outage) and corrective (forced outage) maintenance activities to ensure the safe and reliable operation of the Company's generation portfolio in compliance

with all local, state and federal requirements.

Operations and maintenance costs are also costs associated with retaining and maintaining the Company's customer base, such as call center support, portfolio maintenance and data analytics.

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Forfeiture rates are estimated based on an analysis of the Company's historical forfeitures, employment turnover, and expected future behavior.

The Company recognizes compensation expense for both graded and cliff

vesting awards on a straight-line basis over the requisite service period for the entire award.

The Company recognizes compensation expense for both graded and cliff vesting awards on a straight-line basis over the requisite service period for the entire award.

For further discussion, see Note 20, Stock-Based Compensation .

Investments Accounted for by the Equity Method

The Company has investments in various domestic energy projects, as well as one Australian project.

The Company has investments in domestic energy projects, as well as one Australian project.

The equity method of accounting is applied to such investments in affiliates, which include joint ventures and partnerships, because the ownership structure prevents the Company from exercising a controlling influence over the operating and financial policies of the projects.

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Recent Accounting Developments - Guidance Adopted in 2024

ASU 2021-08 — In October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , or ASU 2021-08, which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination as if it had originated the contracts in accordance with ASC 606, Revenue from Contracts with Customers .

As a result, an acquirer should recognize and measuring the acquired contract assets and contract liabilities consistently with how they were recognized and measured in the

acquiree’s financial statements.

The amendments per ASU 2021-08 apply only to contract assets and contract liabilities from contracts with customers, as defined in Topic 606, such as refund liabilities and upfront payments to customers.

Assets and liabilities under related Topics, such as deferred costs under Subtopic 340-40, Other Assets and Deferred Costs — Contracts with Customers, are not within the scope of amendments per ASU 2021-08.

The Company adopted ASU 2021-08 prospectively effective January 1, 2023 and applied the amended requirements to the acquisition of Vivint Smart Home.

Recent Accounting Developments - Guidance Not Yet Adopted

ASU 2023-07 – In November 2023, the FASB issued ASU No.

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The guidance in ASU 2023-07 enhances reportable segment disclosure requirements by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit and loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets.

The amendments of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and should be applied retrospectively for all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting ASU 2023-07 on its disclosures.

The Company adopted the amendments effective December 31, 2024.

Because the amendments update disclosure requirements only, it did not have an impact on the Company's results of operations, cash flows, or statement of financial position.

Recent Accounting Developments - Guidance Not Yet Adopted

ASU 2023-09 – In December 2023, the FASB issued ASU No.

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The Company is currently evaluating the impact of adopting ASU 2023-09 on its disclosures.

ASU 2024-03 – In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses , or ASU

The guidance in ASU 2024-03 requires more detailed information about specified categories of expenses included in certain captions presented on the face of the income statement.

This ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting ASU 2024-03 on its disclosures.

ASU 2024-04 – In November 2024, the FASB issued ASU No.

2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20) – Induced Conversions of Convertible Debt Instruments , or ASU 2024-04.

The guidance in ASU 2024-04 clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion when changes are made to conversion features as part of an offer to settle the instrument.

This ASU is effective for annual periods beginning after December 15, 2025, with early adoption permitted.

The amendments may be applied either (1) prospectively to any settlements of convertible debt instruments that occur after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements, with a cumulative adjustment-effect adjustment to equity.

The Company is currently evaluating the impact of adopting ASU 2024-04 on its disclosures.

Note 3 — Revenue Recognition

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Vivint Smart Home Retail Revenue

Vivint Smart Home offers its subscribers combinations of smart home products and services, which together create an integrated smart home system that allows the Company's subscribers to monitor, control and protect their homes.

As the products and services included in the subscriber's contract are integrated and highly interdependent, and because the products (including installation) and services must work together to deliver the monitoring, controlling and protection of their home, the Company has concluded that the products and services contracted for by the subscriber are generally not distinct within the context of the contract and, therefore, constitute a single, combined performance obligation.

Revenues for this single, combined performance obligation are recognized on a straight-line basis over the subscriber's contract term, which is the period in which the parties to the contract have enforceable rights and obligations.

The Company has determined that certain contracts that do not require a long-term commitment for monitoring services by the subscriber contain a material right to renew the contract,

because the subscriber does not have to purchase the products upon renewal.

Vivint Smart Home offers its customers combinations of smart home products and services, which together create an integrated smart home system that allows the Company's customers to monitor, control and protect their homes.

As the products and services included in the customer's contract are integrated and highly interdependent, and because the products (including installation) and services must work together to deliver the monitoring, controlling and protection of their home, the Company has concluded that the products and services contracted for by the customer are generally not distinct within the context of the contract and, therefore, constitute a single, combined performance obligation.

Revenues for this single, combined performance obligation are recognized on a straight-line basis over the customer's contract term, which is the period in which the parties to the contract have enforceable rights and obligations.

The Company has determined that certain contracts that do not require a long-term commitment for monitoring services by the customer contain a material right to renew the contract, because the customer does not have to purchase the products upon renewal.

Proceeds allocated to the material right are recognized over the expected period of benefit.

The majority of Vivint Smart Home's subscription contracts are five years and are generally non-cancelable.

These contracts generally convert into month-to-month agreements at the end of the initial term, while some subscribers are month-to-month from inception.

These contracts generally convert into month-to-month agreements at the end of the initial term, while some customers are month-to-month from inception.

Payment for Vivint Smart Home services is generally due in advance on a monthly basis, with payment terms up to 30 days.

Product sales and other one-time fees are invoiced to subscribers at time of sale.

Product sales and other one-time fees are invoiced to customers at time of sale.

Revenues for any products or services that are considered separate performance obligations are recognized upon delivery.

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Performance Obligations

As of December 31, 2023, estimated future fixed fee performance obligations are $ 1.4 billion, $ 1.0 billion, $ 756 million, $ 468 million and $ 176 million for fiscal years 2024, 2025, 2026, 2027 and 2028, respectively.

These performance obligations include Vivint Smart Home products and services as well as cleared auction MWs in the PJM, NYISO and MISO capacity auctions.

As of December 31, 2024, estimated future fixed fee performance obligations are $ 1.6 billion, $ 1.2 billion, $ 796 million, $ 489 million and $ 219 million for the fiscal years 2025, 2026, 2027, 2028 and 2029, respectively.

These performance obligations include Vivint Smart Home products and services, as well as cleared auction MWs in the PJM, ISO-NE, NYISO and MISO capacity auctions.

The cleared auction MWs are subject to penalties for non-performance.

Disaggregated Revenue

Disaggregated Revenues

The following tables represent the Company’s disaggregation of revenue from contracts with customers for the years ended December 31, 2024, 2023, and 2022:

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(In millions)

Texas East West/Services/Other Vivint Smart Home (a)

Corporate/Eliminations Total

Texas East West/Services/Other Vivint Smart Home Corporate/Eliminations Total

Retail revenue:

$ 6,538 $ 2,195 $ 1,890 $ 1,549 $ ( 1 ) $ 12,171

Home $ 6,836 $ 2,453 $ 1,750 $ 1,932 $ ( 25 ) $ 12,946

Business 3,564 8,794 1,845 — — 14,203

Total retail revenue (b)

Total retail revenue (a)

10,400 11,247 3,595 1,932 ( 25 ) 27,149

Energy revenue (c)

Energy revenue (a)

41 242 229 — ( 12 ) 500

Capacity revenue (c)

Capacity revenue (a)

— 156 24 — ( 3 ) 177

Mark-to-market for economic hedging activities (d)

Mark-to-market for economic hedging activities (b)

— ( 23 ) 16 — 4 ( 3 )

Contract amortization — ( 27 ) ( 2 ) — — ( 29 )

Other revenue (c)

Other revenue (a)

212 112 24 — ( 12 ) 336

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Total revenue from contracts with customers $ 10,623 $ 11,482 $ 3,750 $ 1,932 $ ( 39 ) $ 27,748

(a) Includes results of operations following the acquisition date of March 10, 2023

(b) Home includes Services and Vivint Smart Home

(c) The following amounts of retail, energy, capacity and other revenue relate to derivative instruments and are accounted for under ASC 815:

(a) The following table represents the realized revenues related to derivative instruments that are accounted for under ASC 815 and included in the amounts above:

(In millions)

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Other revenue 30 — ( 4 ) — — 26

(d) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815

(b) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815

For the Year Ended December 31, 2023

(In millions)

Texas East West/Services/Other Corporate/Eliminations Total

Texas East West/Services/Other Vivint Smart Home (a)

Corporate/Eliminations Total

Retail revenue:

$ 6,388 $ 2,088 $ 2,286 $ ( 1 ) $ 10,761

Home $ 6,538 $ 2,195 $ 1,890 $ 1,549 $ ( 1 ) $ 12,171

Business 3,492 9,751 2,053 — — 15,296

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Total revenue from contracts with customers $ 10,447 $ 12,166 $ 4,108 $ 1,549 $ ( 14 ) $ 28,256

(a) Home includes Services

(b) The following amounts of energy, capacity and other revenue relate to derivative instruments and are accounted for under ASC 815:

(a) Includes results of operations following the acquisition date of March 10, 2023

(b) The following table represents the realized revenues related to derivative instruments that are accounted for under ASC 815 and included in the amounts above:

(In millions)

Texas East West/Services/Other Corporate/Eliminations Total

Texas East West/Services/Other Vivint Smart Home Corporate/Eliminations Total

Retail revenue $ — $ 74 $ — $ — $ — $ 74

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For the Year Ended December 31, 2022

(In millions)

Texas East West/Services/Other Corporate/Eliminations Total

(In millions) Texas East West/Services/Other Corporate/Eliminations Total

Retail revenue:

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Business 3,229 13,768 1,964 — 18,961

Total retail revenue 8,404 11,862 3,296 ( 1 ) 23,561

Energy revenue (c)

Total retail revenue (a)

9,617 15,856 4,250 ( 1 ) 29,722

Capacity revenue (c)

Energy revenue (a)

111 641 466 32 1,250

Mark-to-market for economic hedging activities (d)

Capacity revenue (a)

— 232 40 — 272

Mark-to-market for economic hedging activities (b)

2 ( 30 ) ( 56 ) 1 ( 83 )

Contract amortization — ( 40 ) 1 — ( 39 )

Other revenue (b)(c)

Other revenue (a)

327 104 5 ( 15 ) 421

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Total revenue from contracts with customers $ 10,059 $ 16,686 $ 4,758 $ ( 15 ) $ 31,488

(a) Home includes Services

(b) Other Revenue in Texas includes ancillary revenues of $ 1.3 billion driven by high pricing during Winter Storm Uri

(c) The following amounts of energy, capacity and other revenue relate to derivative instruments and are accounted for under ASC 815:

(In millions)

Texas East West/Services/Other Corporate/Eliminations Total

(a) The following table represents the realized revenues related to derivative instruments that are accounted for under ASC 815 and included in the amounts above:

(In millions) Texas East West/Services/Other Corporate/Eliminations Total

Retail revenue $ — $ 110 $ — $ — $ 110

Energy revenue — ( 31 ) ( 8 ) 31 ( 8 )

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Other revenue ( 4 ) 2 ( 29 ) ( 1 ) ( 32 )

(d) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815

(b) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815

Contract Balances

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(In millions) December 31, 2024 December 31, 2023

Capitalized contract costs (a)

Capitalized contract costs (included in Prepayments and other current assets and Other non-current assets) $ 1,220 $ 706

Accounts receivable, net - Contracts with customers 3,393 3,395

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Unbilled revenues (included within Accounts receivable, net - Contracts with customers) $ 1,548 $ 1,493

Deferred revenues (b)

Deferred revenues (a)

$ 1,573 $ 1,634

(a) Amortization of capitalized contract costs for the years ended December 31, 2023, 2022 and 2021 were $ 168 million, $ 86 million and $ 95 million, respectively

(b) Deferred revenues from contracts with customers for the years ended December 31, 2023 and 2022 were approximately $ 1.6 billion and $ 175 million, respectively.

The increase in deferred revenue balances from December 31, 2023 to 2022 was primarily due to the acquisition of Vivint Smart Home

The revenue recognized from contracts with customers during the years ended December 31, 2023 and 2022 relating to the deferred revenue balance at the beginning of each period was $ 168 million and $ 184 million, respectively.

The change in the revenue recognized from contracts with customers relating to the deferred revenue balances at the beginning of the years ended December 31, 2023 and 2022 was primarily due to the timing difference of when consideration was received and when the performance obligation was transferred.

The Company's capitalized contract costs consist of commission payments, broker fees and other costs that represent incremental costs of obtaining the contract with customers for which the Company expects to recover.

Capitalized contract costs are amortized on a straight-line basis over the expected period of benefit of five years .

As a practical expedient, the Company expenses the incremental costs of obtaining a contract if the amortization period of the asset would have been one year or less.

(a) Deferred revenues from contracts with customers as of December 31, 2024 and 2023 were approximately $ 1.5 billion and $ 1.6 billion, respectively.

The revenue recognized from contracts with customers during the years ended December 31, 2024 and 2023 relating to the deferred revenue balance at the beginning of each period was $ 606 million and $ 168 million, respectively, which increased primarily due to the acquisition of Vivint Smart Home.

The Company's capitalized contract costs consist of fulfillment costs, commission payments, broker fees and other costs that represent incremental costs of obtaining the contract with customers for which the Company expects to recover.

Capitalized contract costs are amortized to depreciation and amortization on a straight-line basis over the expected period of benefit of five years .

When the Company receives consideration from the customer that is in excess of the amount due, such consideration is reclassified to deferred revenue, which represents a contract liability.

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Note 4 — Acquisitions and Dispositions

2023 Acquisitions

2023 Acquisition

Vivint Smart Home Acquisition

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• cash on hand.

In February 2023, the Company increased its Revolving Credit Facility by $ 600 million to meet the additional liquidity requirements related to the acquisition.

For further discussion, see Note 13, Long-term Debt and Finance Leases.

Acquisition costs of $ 38 million and $ 17 million for the years ended December 31, 2023 and 2022, respectively, are included in acquisition-related transaction and integration costs in the Company's consolidated statement of operations.

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(b) The weighted average amortization period for total amortizable intangible assets is approximately ten years

Fair Value Measurement of Intangible Assets

The fair values of intangible assets as of the Acquisition Closing Date were measured primarily based on significant inputs that are observable and unobservable in the market and thus represent Level 2 and Level 3 measurements, respectively.

Significant inputs were as follows:

Customer relationships – Customer relationships, reflective of Vivint Smart Home’s subscriber base, were valued using an excess earning method of the income approach, and is classified as Level 3.

Under this approach, the Company estimated the present value of expected future cash flows resulting from existing subscriber relationships, considering attrition and charges for contributory assets (such as net working capital, fixed assets, workforce, trade names and technology) utilized in the business, discounted based on the required rate of return on the acquired intangible asset.

The subscriber relationships are amortized to depreciation and amortization, ratably based on discounted future cash flows.

The weighted average amortization period is twelve years .

Technology – Developed technology was valued using a "relief from royalty" method of the income approach, and is classified as Level 3.

Under this approach, the fair value was estimated to be the present value of royalties saved which assumed the value of the asset based on discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the asset and instead licensed the asset from another company.

The estimated cash flows from the developed technology considered the obsolescence factor and was discounted based on the required rate of return on the acquired intangible asset.

The developed technology is amortized to depreciation and amortization, ratably based on discounted future cash flows.

The weighted average amortization period is five years .

Trade names – Trade names were valued using a "relief from royalty" method of the income approach, and is classified as Level 3.

Under this approach, the fair value is estimated to be the present value of royalties saved which assumed the value of the asset based on discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the asset and instead licensed the asset from another company.

The estimated cash flows from the trade names considered the expected probable use of the asset and was discounted based on the required rate of return on the acquired intangible asset.

The trade names are amortized to depreciation and amortization, on a straight line basis, over an amortization period of ten years .

Fair Value Measurement of Acquired Vivint Smart Home Debt

The Company acquired $ 2.7 billion in aggregate principal of Vivint Smart Home’s 2027 Senior Secured Notes, 2029 Senior notes and 2028 Senior Secured Term Loan (together, the "Acquired Vivint Smart Home Debt") which were recorded at fair value as of the Acquisition Closing Date.

The difference between the fair value at the Acquisition Closing Date and the principal outstanding of the Acquired Vivint Smart Home Debt, of $ 152 million, is being amortized through interest expense over the remaining term of the debt.

The Acquired Vivint Smart Home Debt is classified as Level 2 and were measured at fair value using observable market inputs based on interest rates at the Acquisition Closing Date.

For additional discussion, see Note 13, Long-term Debt and Finance Leases.

Fair Value Measurement of Derivatives Liabilities

The derivative liabilities are recorded in connection with the contractual future payment obligations with the financing providers under Vivint Smart Home’s Consumer Financing Program.

The fair values of the derivatives liabilities as of the Acquisition Closing Date were valued using a discounted cash flow model, with inputs consisting of available market data, such as market yield discount rates, as well as unobservable internally derived assumptions, such as collateral prepayment rates, collateral default rates and credit loss rates.

These derivatives are classified as Level 3 and changes to the fair value are recorded through other income, net in the consolidated statement of operations.

For additional discussion, see Note 6, Accounting for Derivative Instruments and Hedging Activities.

Supplemental Pro Forma Financial Information

The following table provides unaudited pro forma combined financial information of NRG and Vivint Smart Home, after giving effect to the Vivint Smart Home acquisition and related financing transactions as if they had occurred on January 1, 2021.

The pro forma financial information has been prepared for illustrative and informational purposes only, and is not intended to project future operating results or be indicative of what the Company's financial performance would have been had the transactions occurred on the date indicated.

No effect has been given to prospective operating synergies.

For the Year Ended December 31,

(In millions) 2023 2022 2021

Total operating revenues $ 29,109 $ 33,225 $ 28,468

Net (loss)/income ( 3 ) 1,136 1,574

Amounts above reflect certain pro forma adjustments that were directly attributable to the Vivint Smart Home acquisition.

These adjustments include the following:

(i) Income statement effects of fair value adjustments based on the purchase price allocation including amortization of intangible assets, reversal of historical Vivint Smart Home amortization of capitalized contract costs and reversal of historical Vivint Smart Home other income recorded for the change in fair value of warrant derivative liabilities, as the warrants are assumed to be cashed out upon the Acquisition Closing Date.

(ii) One-time expenses directly related to the acquisition.

(iii) Adjustments to reflect all acquisition and related transactions costs in the year ended December 31, 2021.

(iv) Interest expense assumes the financing transactions directly attributable to the Vivint Smart Home acquisition occurred on January 1, 2021.

(v) Adjustments related to recording Vivint Smart Home's historical debt at Acquisition Closing Date fair value.

(vi) Adjustments to reflect the write-off of short-term deferred financing costs related to the bridge facility put in place for the acquisition prior to securing permanent financing during the year ended December 31, 2021 instead of the year ended December 31, 2023.

(vii) Income tax effect of the acquisition accounting adjustments and financing adjustments (adjusted for permanent book/tax differences) based on combined blended federal/state tax rate for all periods presented.

2021 Acquisitions

Direct Energy Acquisition

On January 5, 2021, the Company acquired all of the issued and outstanding common shares of Direct Energy, which had been a North American subsidiary of Centrica plc.

Direct Energy is a leading retail provider of electricity, natural gas, and home and business energy related products and services in North America, with operations in all 50 U.S.

states and 8 Canadian provinces.

The acquisition increased NRG's retail portfolio by over 3 million customers and strengthened its integrated model.

It also broadened the Company's presence in the Northeast and into states and locales where it did not previously operate, supporting NRG's objective to diversify its business.

The Company paid an aggregate purchase price of $ 3.625 billion in cash and total purchase price adjustment of $ 99 million, resulting in an adjusted purchase price of $ 3.724 billion.

Acquisition costs of $ 25 million for the year ended December 31, 2021 are included in acquisition-related transaction and integration costs in the Company's consolidated statement of operations.

The acquisition has been recorded as a business combination under ASC 805 with identifiable assets acquired and liabilities assumed recorded at their estimated fair values on the acquisition date.

The purchase price was allocated as follows as of December 31, 2021:

(In millions)

Current Assets

Cash and cash equivalents $ 152

Funds deposited by counterparties 21

Restricted cash 9

Accounts receivable, net 1,802

Inventory 106

Derivative instruments 1,014

Cash collateral paid in support of energy risk management activities 233

Prepayments and other current assets 173

Total current assets 3,510

Property, plant and equipment, net 151

Intangible assets, net:

Customer relationships (b)

Customer and supply contracts (b)

Trade names (b)

Renewable energy credits 124

Total intangible assets, net 2,321

Derivative instruments 531

Other non-current assets 31

Total other assets 4,133

Total Assets $ 7,794

Current Liabilities

Accounts payable $ 1,116

Derivative instruments 1,266

Cash collateral received in support of energy risk management activities 21

Accrued expenses and other current liabilities 670

Total current liabilities 3,073

Other Liabilities

Derivative instruments 562

Deferred income taxes 320

Other non-current liabilities 115

Total other liabilities 997

Total Liabilities $ 4,070

Direct Energy Purchase Price $ 3,724

(a) Goodwill arising from the acquisition was attributed to the value of the platform acquired and the synergies expected from combining the operations of Direct Energy with NRG's existing businesses.

Goodwill was allocated to the Texas, East, and West/Services/Other segments of $ 427 million, $ 648 million and $ 175 million, respectively.

Goodwill deductible for tax purposes was $ 322 million

(b) As of January 5, 2021, the weighted average amortization period for total amortizable intangible assets was 12 years

2024 Disposition

Sale of Airtron

On September 16, 2024, the Company closed on the sale of its 100 % ownership in the Airtron business unit.

Proceeds of $ 500 million were reduced by working capital and other adjustments of $ 20 million, resulting in net proceeds of $ 480 million.

The Company recorded a gain on the sale of $ 204 million within the West/Services/Other region of operations.

2023 Dispositions

4 unchanged sentences

For discussion of the litigation matter related to the transaction, see Note 22, Commitments and Contingencies.

The Company recorded income before income taxes from its 44 % equity interest in STP as follows:

For the Year Ended December 31,

(In millions) 2023 2022 2021

Income before income taxes (a)

$ 206 $ 362 $ 829

(a) Excludes the impact of the Company's hedges at the portfolio level

Sale of Gregory

3 unchanged sentences

On January 6, 2023, the Company closed on the sale of land and related generation assets from the Astoria site, within the East region of operations, for proceeds of $ 212 million, subject to transaction fees of $ 3 million and certain indemnifications, resulting in a $ 199 million gain.

As part of the transaction, NRG entered into an agreement to lease the land back for the purpose of operating the Astoria gas turbines.

Decommissioning was completed in December 2023 and the lease agreement has been terminated.

2022 Dispositions

2022 Disposition

Sale of Watson

On June 1, 2022, the Company closed on the sale of its 49 % ownership in the Watson natural gas generating facility for $ 59 million.

The Company recorded a gain on the sale of $ 46 million.

2021 Dispositions

Sale of 4,850 MW of Fossil generating assets

On December 1, 2021, the Company closed the previously announced sale of approximately 4,850 MWs of fossil generating assets from its East and West regions to Generation Bridge, an affiliate of ArcLight Capital Partners.

Proceeds of $ 760 million were reduced by working capital and other adjustments of $ 140 million, resulting in net proceeds of $ 620 million.

The Company recorded a gain of $ 207 million from the sale, which includes the $ 39 million indemnification liability recorded as discussed below.

As part of the transaction, NRG entered into a tolling agreement for the 866 MW Arthur Kill plant in New York City through April 2025.

As part of the agreement to sell the fossil generating assets, NRG has agreed to indemnify Generation Bridge for certain future environmental compliance costs up to $ 39 million.

The indemnity term will expire on December 1, 2028.

The Company has recorded the liability within accrued expenses and other current liabilities and other non-current liabilities.

Sale of Agua Caliente

On February 3, 2021, the Company closed on the sale of its 35 % ownership in the Agua Caliente solar project to Clearway Energy, Inc.

for $ 202 million.

NRG recognized a gain on the sale of $ 17 million, including cash disposed of $ 7 million.

The Company recorded a gain on the sale of $ 46 million within the West/Services/Other region of operations.

Note 5 — Fair Value of Financial Instruments

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(a) Excludes deferred financing costs, which are recorded as a reduction to long-term debt on the Company's consolidated balance sheets

The fair value of the Company's publicly-traded long-term debt and the Vivint Smart Home Senior Secured Term Loan are based on quoted market prices and are classified as Level 2 within the fair value hierarchy.

The fair value of the Company's publicly-traded long-term debt, the Term Loans and the Vivint Senior Secured Term Loan are based on quoted market prices and are classified as Level 2 within the fair value hierarchy.

Fair Value Accounting under ASC 820

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Foreign exchange contracts 22 — 22 —

Commodity contracts 6,138 1,334 4,470 334

Commodity contracts (a)

3,368 528 2,645 195

Equity securities measured using net asset value practical expedient (classified within other non-current assets) 6

3 unchanged sentences

Foreign exchange contracts 1 — 1 —

Commodity contracts

Commodity contracts (a)

2,970 432 2,382 156

1 unchanged sentence

Total liabilities $ 3,177 $ 432 $ 2,386 $ 359

(a) Excludes $ 997 million of derivative assets and $ 227 million of derivative liabilities that were elected as NPNS on October 1, 2024 and are no longer valued at fair value on a recurring basis.

For further discussion, see Item 15 — Note 6, Accounting for Derivative Instruments and Hedging Activities

As of December 31, 2023

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Investments in securities (classified within other current and non-current assets) $ 21 $ — $ 21 $ —

Nuclear trust fund investments:

Cash and cash equivalents 15 15 — —

government and federal agency obligations 86 84 2 —

Federal agency mortgage-backed securities 101 — 101 —

Commercial mortgage-backed securities 35 — 35 —

Corporate debt securities 114 — 114 —

Equity securities 403 403 — —

Foreign government fixed income securities 1 — 1 —

Other trust fund investments (classified within other non-current assets):

government and federal agency obligations 1 1 — —

Derivative assets:

Interest rate contracts 12 — 12 —

Foreign exchange contracts 5 — 5 —

Commodity contracts 6,138 1,334 4,470 334

Measured using net asset value practical expedient:

Equity securities - nuclear trust fund investments 83

Equity securities (classified within other non-current assets) 6

Equity securities measured using net asset value practical expedient (classified within other non-current assets) 6

Total assets $ 6,182 $ 1,334 $ 4,508 $ 334

Derivative liabilities:

Interest rate contracts $ 8 $ — $ 8 $ —

Foreign exchange contracts 9 — 9 —

Commodity contracts 5,356 1,413 3,728 215

Consumer Financing Program 134 — — 134

Total liabilities $ 5,507 $ 1,413 $ 3,745 $ 349

5 unchanged sentences

Beginning balance $ 119 $ 505

Total (losses)/gains realized/unrealized included in earnings

Total (losses) realized/unrealized included in earnings

( 113 ) ( 164 )

Purchases 42 42

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Transfers out of Level 3 (b)(c)

( 11 ) ( 342 )

Ending balance $ 39 $ 119

(Losses)/gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of year-end $ ( 46 ) $ 204

(Losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of year-end $ ( 55 ) $ ( 46 )

(a) Consists of derivatives assets and liabilities, net, excluding derivative liabilities from Consumer Financing Program, which are presented in a separate table below

(b) Transfers into/out of Level 3 are related to the availability of consensus pricing and external broker quotes, and are valued as of the end of the reporting period.

All transfers into/out of Level 3 are from/to Level 2

Except for the transfers out of Level 3 noted below, all other transfers into/out of Level 3 are from/to Level 2

(c) For the year ended December 31, 2023, due to the change to use consensus pricing, there was a decrease in the number of contracts valued with prices provided by models and other valuation techniques, which resulted in a large transfer out of Level 3

Realized and unrealized gains and losses included in earnings that are related to the commodity derivatives are recorded in revenues and cost of operations.

The following table reconciles, for the year ended December 31, 2023, the beginning and ending balances of the contractual obligations from the Consumer Financing Program that are recognized at fair value in the condensed consolidated financial statements, using significant unobservable inputs:

The following table reconciles, for the years ended December 31, 2024 and 2023, the beginning and ending balances of the contractual obligations from the Consumer Financing Program that are recognized at fair value in the condensed consolidated financial statements, using significant unobservable inputs:

Fair Value Measurement Using Significant Unobservable Inputs (Level 3)

Consumer Financing Program

(In millions) For the Year Ended December 31, 2023

For the Year Ended December 31,

(In millions) 2024 2023

Beginning balance $ ( 134 ) $ —

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Gains and losses that are related to the Consumer Financing Program derivative are recorded in other income, net.

Non-derivative fair value measurements

For the year ended December 31, 2022 and through the sale of STP on November 1, 2023, the trust fund investments were held primarily to satisfy NRG's nuclear decommissioning obligations.

These trust fund investments held debt and equity securities directly and equity securities indirectly through commingled funds.

The fair values of equity securities held directly by the trust funds were based on quoted prices in active markets and were categorized in Level 1.

In addition, U.S.

government and federal agency obligations were categorized as Level 1 because they traded in a highly liquid and transparent market.

The fair values of corporate debt securities were based on evaluated prices that reflected observable market information, such as actual trade information of similar securities, adjusted for observable differences and were categorized in Level 2.

Certain equity securities, classified as commingled funds, were analogous to mutual funds, were maintained by investment companies, and held certain investments in accordance with a stated set of fund objectives.

The fair value of the equity securities classified as commingled funds were based on net asset values per fund share (the unit of account), derived from the quoted prices in active markets of the underlying equity securities.

However, because the shares in the commingled funds were not publicly quoted and not traded in an active market, the commingled funds were measured using net asset value practical expedient.

See also Note 7, Nuclear Decommissioning Trust Fund.

Derivative fair value measurements

The Company's contracts consist of non-exchange-traded contracts valued using prices provided by external sources and exchange-traded contracts with readily available quoted market prices.

Beginning in of the fourth quarter of 2023 and as of December 31, 2023, the fair value of non-exchange traded contracts were based on consensus pricing provided by independent pricing services.

Beginning in of the fourth quarter of 2023, the fair value of non-exchange traded contracts were based on consensus pricing provided by independent pricing services.

The pricing data was compiled from market makers with longer dated tenors as compared to broker quotes, enhancing reliability and increasing transparency.

6 unchanged sentences

As of December 31, 2024, contracts valued with prices provided by models and other valuation techniques make up 6 % of derivative assets and 11 % of derivative liabilities.

As a result of NRG switching to consensus pricing as of December 31, 2023, there was a significant decrease in the number of contracts valued with prices provided by models and other valuation techniques.

The fair value of each contract is discounted using a risk free interest rate.

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Power Contracts 197 66 Discounted Cash Flow Forward Market Price ($ per MWh) 1 210 47

Capacity Contracts 21 33 Discounted Cash Flow Forward Market Price ($ per MW/Day) 49 658 285

Renewable Energy Certificates 58 14 Discounted Cash Flow Forward Market Price ($ per Certificate) 2 320 15

FTRs 19 37 Discounted Cash Flow Auction Prices ($ per MWh) ( 58 ) 252 0

$ 1,251 $ 746

Consumer Financing Program — 134 Discounted Cash Flow Collateral Default Rates 0.43 % 93.30 % 8.12 %

Discounted Cash Flow Collateral Prepayment Rates 2.00 % 3.00 % 2.95 %

Discounted Cash Flow Credit Loss Rates 6.00 % 60.00 % 12.57 %

The following table provides sensitivity of fair value measurements to increases/(decreases) in significant unobservable inputs as of December 31, 2024 and 2023:

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(iv) the use of payment netting agreements;

and (v) the use of master netting agreements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty.

and (v) the use of master netting

agreements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty.

Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows.

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(b) The figures in the tables above exclude potential counterparty credit exposure related to RTOs, ISOs, registered commodity exchanges and certain long term contracts

The Company currently has exposure to one wholesale counterparty in excess of 10 % of the total net exposure discussed above as of December 31, 2023.

The Company had no exposure to wholesale counterparties in excess of 10 % of the total net exposure discussed above as of December 31, 2024.

Changes in hedge positions and market prices will affect credit exposure and counterparty concentration.

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During the year ended December 31, 2022, the provision for credit losses included the Company's loss mitigation efforts recognized as income of $ 126 million related to Winter Storm Uri.

During the year ended December 31, 2021, the provision for credit losses included $ 596 million of expenses due to the impacts of Winter Storm Uri.

Note 6 — Accounting for Derivative Instruments and Hedging Activities

7 unchanged sentences

All of NRG's hedging and trading activities are subject to limits within the Company's Risk Management Policy.

On October 1, 2024, the Company elected NPNS for certain existing derivative contracts.

Upon election of NPNS, the Company discontinued derivative accounting treatment and will no longer remeasure the derivative contracts at fair value each reporting period.

The fair values of these derivative contracts were frozen as of October 1, 2024 and the Company is derecognizing the fair values to earnings at the same time as the contracts mature.

The values of these contracts are included in Derivative instruments captions in the Consolidated Balance Sheets.

Subsequent to the election date, costs associated with these contracts will be recorded when the underlying physical transaction is delivered.

These derivative contracts extend through 2036.

Energy-Related Commodities

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To manage the Company's interest rate risk, NRG enters into interest rate swap agreements.

In the first quarter of 2023, the Company entered into $ 1.0 billion of interest rate swaps through 2027 to hedge the floating rate on the Term Loan acquired with the Vivint Smart Home acquisition.

Additionally, in the first quarter of 2023, the Company had entered into interest rate swaps to hedge the floating rate on the Revolving Credit Facility extending through 2024, which was fully terminated in conjunction with the pay down of the Revolving Credit Facility.

The Company had $ 1.0 billion of interest rate swaps extending through 2027 to hedge the floating rate of the Vivint Term Loans and interest rate swaps with a total nominal value of $ 700 million extending through 2029 to hedge the floating rate of the Term Loans which were terminated in November 2024.

In November 2024, in connection with the amendment of the Term Loans, the Company entered into $ 700 million of interest rate swaps through 2029 to hedge its floating rate.

Consumer Financing Program

1 unchanged sentence

For certain loans, Vivint Smart Home incurs fees at the time of the loan origination and receives proceeds that are net of these fees.

Vivint Smart Home also shares the liability for credit losses, depending on the credit quality of the subscriber.

Vivint Smart Home also shares the liability for credit losses, depending on the credit quality of the customer.

Due to the nature of certain provisions under the Consumer Financing Program, the Company records a derivative liability that is not designated as a hedging instrument and is adjusted to fair value, measured using the present value of the estimated future payments.

2 unchanged sentences

• Vivint Smart Home pays either a monthly fee based on the average daily outstanding balance of the loans, or the number of outstanding loans, depending on the Financing Provider;

• Vivint Smart Home shares the liability for credit losses depending on the credit quality of the subscriber;

• Vivint Smart Home pays transactional fees associated with subscriber payment processing.

• Vivint Smart Home shares the liability for credit losses depending on the credit quality of the customer;

• Vivint Smart Home pays transactional fees associated with customer payment processing.

The derivative is classified as a Level 3 instrument.

11 unchanged sentences

Natural Gas MMBtu 861 838

Oil Barrels — 1

Power MWh 91 201

15 unchanged sentences

Consumer Financing Program - long-term — — 66 41

Derivatives Not Designated as Cash Flow or Fair Value Hedges

$ 3,399 $ 6,155 $ 3,177 $ 5,507

Deferred gains/losses on NPNS contracts - current 376 — 90 —

Deferred gains/losses on NPNS contracts - long-term 621 — 137 —

Deferred gains/losses on NPNS contracts (a)

$ 997 $ — $ 227 $ —

Total Derivatives Not Designated as Cash Flow or Fair Value Hedges

$ 4,396 $ 6,155 $ 3,404 $ 5,507

(a) Balances related to certain derivative contracts that were previously accounted for as derivative contracts following the election of the NPNS exemption and the discontinuance of derivative accounting treatment as of the election date

The Company has elected to present derivative assets and liabilities on the balance sheet on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level.

22 unchanged sentences

As of December 31, 2023

Interest rate contracts:

Derivative assets $ 12 $ ( 8 ) $ — $ 4

Derivative liabilities ( 8 ) 8 — —

Total interest rate contracts 4 — — 4

Foreign exchange contracts:

6 unchanged sentences

Total commodity contracts $ 782 $ — $ 71 $ 853

Consumer Financing Program:

Derivative liabilities $ ( 134 ) $ — $ — $ ( 134 )

Total derivative instruments $ 648 $ — $ 71 $ 719

1 unchanged sentence

Unrealized gains and losses associated with changes in the fair value of derivative instruments that are not accounted for as cash flow hedges are reflected in current period results of operations.

The following table summarizes the pre-tax effects of economic hedges that have not been designated as cash flow hedges or fair value hedges and trading activity on the Company's statement of operations.

The following tables summarize the pre-tax effects of economic hedges that have not been designated as cash flow hedges or fair value hedges and trading activity on the Company's statement of operations.

The effect of foreign exchange and commodity hedges is included within revenues and cost of operations.

The effect of the interest rate contracts are included within interest expense.

The effect of the interest rate contracts is included within interest expense.

The effect of the Consumer Financing Program is included in other income, net.

2 unchanged sentences

Unrealized mark-to-market results

Reversal of previously recognized unrealized (gains) on settled positions related to economic hedges

Reversal of previously recognized unrealized losses/(gains) on settled positions related to economic hedges (a)

$ 106 $ ( 1,734 ) $ ( 1,232 )

Reversal of acquired loss positions related to economic hedges

Net unrealized (losses)/gains on open positions related to economic hedges

Net unrealized gains/(losses) on open positions related to economic hedges

95 ( 1,149 ) 2,478

Total unrealized mark-to-market (losses)/gains for economic hedging activities

Total unrealized mark-to-market gains/(losses) for economic hedging activities

206 ( 2,863 ) 1,248

Reversal of previously recognized unrealized losses/(gains) on settled positions related to trading activity

Reversal of acquired (gain) positions related to trading activity

Reversal of previously recognized unrealized (gains)/losses on settled positions related to trading activity

Net unrealized gains/(losses) on open positions related to trading activity

25 ( 17 ) ( 13 )

Total unrealized mark-to-market gains/(losses) for trading activity 1 38 ( 4 )

Total unrealized (losses)/gains - commodities and foreign exchange $ ( 2,825 ) $ 1,244 $ 2,684

Total unrealized gains/(losses) - commodities and foreign exchange $ 207 $ ( 2,825 ) $ 1,244

(a) December 31, 2024 balance includes $ 37 million related to derivative contracts that were elected as NPNS on October 1, 2024 and are no longer valued at fair value on a recurring basis

Year Ended December 31,

1 unchanged sentence

Total impact to statement of operations - interest rate contracts $ 3 $ 4 $ —

Unrealized gains/(losses) included in revenues - commodities

Unrealized (losses)/gains included in revenues - commodities

$ ( 2 ) $ 182 $ ( 87 )

Unrealized (losses)/gains included in cost of operations - commodities ( 2,988 ) 1,315 2,880

Unrealized (losses)/gains included in cost of operations - foreign exchange ( 19 ) 16 —

Unrealized gains/(losses) included in cost of operations - commodities 186 ( 2,988 ) 1,315

Unrealized gains/(losses) included in cost of operations - foreign exchange 23 ( 19 ) 16

Total impact to statement of operations - commodities and foreign exchange

4 unchanged sentences

The roll-off amounts were offset by realized gains or losses at the settled prices and are reflected in revenue or cost of operations during the same period.

The gains from open economic hedge positions of $ 95 million for the year ended December 31, 2024 was primarily the result of an increase in the value of forward positions as a result of increases in natural gas and power prices in the East.

The loss from open economic hedge positions of $ 1.1 billion for the year ended December 31, 2023 was primarily the result of a decrease in the value of forward positions as a result of decreases in natural gas and power prices in the East and West.

The gains from open economic hedge positions of $ 2.5 billion for the years ended December 31, 2022 and 2021 were primarily the result of an increase in value of forward positions as a result of increases in natural gas and power prices.

The gains from open economic hedge positions of $ 2.5 billion for the year ended December 31, 2022 was primarily the result of an increase in the value of forward positions as a result of increases in natural gas and power prices.

Credit Risk Related Contingent Features

1 unchanged sentence

The collateral potentially required for contracts with adequate assurance clauses that are in net liability positions as of December 31, 2024 was $ 589 million.

The Company is also a party to certain marginable agreements under which it has a net liability position, but the counterparty has not called for the collateral due, which was approximately $ 80 million as of December 31, 2023.

In the event of a downgrade in the Company's credit rating and

if called for by the counterparty, $ 8 million of additional collateral would be required for all contracts with credit rating contingent features as of December 31, 2023.

The Company is also a party to certain

marginable agreements under which it has a net liability position, but the counterparty has not called for the collateral due, which was approximately $ 54 million as of December 31, 2024.

In the event of a downgrade in the Company's credit rating and if called for by the counterparty, $ 10 million of additional collateral would be required for all contracts with credit rating contingent features as of December 31, 2024.

See Note 5, Fair Value of Financial Instruments, for discussion regarding concentration of credit risk.

Note 7— Nuclear Decommissioning Trust Fund

Through the sale of the Company's 44 % equity interest in STP on November 1, 2023, NRG's Nuclear Decommissioning Trust Fund assets, which were for the decommissioning of STP, were comprised of securities classified as available-for-sale and recorded at fair value based on actively quoted market prices.

NRG accounted for the Nuclear Decommissioning Trust Fund in accordance with ASC 980, Regulated Operations , or ASC 980, because the Company's nuclear decommissioning activities were subject to approval by the PUCT, with regulated rates that are designed to recover all decommissioning costs and that can be charged to and collected from the ratepayers per PUCT mandate.

Since the Company was in compliance with PUCT rules and regulations regarding decommissioning trusts and the cost of decommissioning was the responsibility of the Texas ratepayers, not NRG, all realized and unrealized gains or losses (including other-than-temporary impairments) related to the Nuclear Decommissioning Trust Fund were recorded to the Nuclear Decommissioning Trust liability and were not included in net income or accumulated other comprehensive income, consistent with regulatory treatment.

Following the sale of the Company's 44 % equity interest in STP on November 1, 2023, the Company is no longer responsible for the decommissioning of STP and no longer holds the Nuclear Decommissioning Trust Fund assets.

For further discussion of the sale, see Note 4, Acquisitions and Dispositions.

The following table summarizes the aggregate fair values and unrealized gains and losses for the securities held in the trust funds as of December 31, 2022, as well as information about the contractual maturities of those securities as of that date.

As of December 31, 2022

(In millions, except otherwise noted) Fair

Cash and cash equivalents $ 15 $ — $ — —

government and federal agency obligations

Federal agency mortgage-backed securities

Commercial mortgage-backed securities

Corporate debt securities 114 — 13 12

Equity securities 486 346 3 —

Foreign government fixed income securities

Total $ 838 $ 346 $ 36

The following table summarizes proceeds from sales of available-for-sale securities and the related realized gains and losses from these sales for the ten months ended October 31, 2023, and for the years ended December 31, 2022 and 2021.

The cost of securities sold was determined using the specific identification method.

(In millions) 2023 2022 2021

Realized gains $ 11 $ 14 $ 47

Realized losses ( 19 ) ( 25 ) ( 9 )

Proceeds from sale of securities 355 448 710

Note 7 — Inventory

2 unchanged sentences

(In millions) 2024 2023

Fuel oil $ 8 $ 8

Coal $ 194 $ 178

Natural gas 126 189

Spare parts 68 136

Finished goods 79 164

Spare parts 71 68

Total Inventory $ 478 $ 607

5 unchanged sentences

Land and improvements 255 256

Nuclear fuel — 271 5 years

Software 582 471 5 years

Hardware and office equipment and furnishings 278 261 2 - 10 years

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Lease payments under certain agreements may escalate over the lease term either by a fixed percentage or a fixed dollar amount.

Certain leases may provide for variable lease payments in the form of payments based on unit availability, usage, a percentage of sales from the location under lease, or index-based (e.g., the U.S.

Certain leases

may provide for variable lease payments in the form of payments based on unit availability, usage, a percentage of sales from the location under lease, or index-based (e.g., the U.S.

Consumer Price Index) adjustments to lease payments.

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The income approach utilized estimates of after-tax cash flows, which were Level 3 fair value measurements, and included key inputs such as forecasted power prices, fuel costs, operating and maintenance costs, plant investment capital expenditures and discount rates.

As a result of the evaluation performed, the Company recorded impairment losses of $ 7 million and $ 14 million related to its equity method investments in Gladstone and property plant and equipment and leases in the West/Services/Other segment, respectively.

For further discussion of the Gladstone investment, see Note 16, Investments Accounted for by the Equity Method and Variable Interest Entities .

Other Impairments — The Company recorded impairment losses related to excess SO 2 allowances of $ 7 million in the Texas segment and goodwill impairment losses of $ 15 million in the West/Services/Other segment.

2023 Impairment Losses

During the fourth quarter of 2023, the Company completed its annual budget and analyzed the corresponding impact on estimated cash flows associated with its long-lived assets.

The fair value of the assets was determined using an income approach by applying a discounted cash flow methodology to the long-term budget for each facility.

Gladstone — The Company recorded impairment losses of $ 102 million on its equity method investment in Gladstone within the West/Services/Other segment as a result of changes in the long-term outlook of the Gladstone facility, prompted by evolving energy policy conditions in Australia and an assessment of the long-term operational landscape of the facility, which concluded with the annual budget process.

12 unchanged sentences

Other Impairments — The Company additionally recorded impairment losses of $ 13 million in the East segment.

2021 Impairment Losses

During the fourth quarter of 2021, the Company completed its annual budget and analyzed the corresponding impact on estimated cash flows associated with its long-lived assets.

The fair value of the assets was determined using an income approach by applying a discounted cash flow methodology to the long-term budget for the facility.

Joliet —The Company recognized an impairment loss of $ 213 million in the East segment as a result of changes in the long-term outlook of the Joliet facility prompted by market conditions and an assessment of various alternatives for the long-term operational landscape of the facility including the impact of the CEJA in Illinois, which concluded with the annual budget process.

Other Impairments — The Company additionally recorded impairment losses of $ 16 million and $ 9 million related to various power plants in the East and West/Service/Other segments, respectively.

The Company also recorded the following impairment in 2021 based on a specific triggering event that occurred using the same methodology previously discussed:

PJM Asset Impairments — During the second quarter of 2021, the results of the PJM Base Residual Auction for the 2022/2023 delivery year were released leading the Company to announce the near-term retirement of a significant portion of its PJM coal generating assets in June 2022.

The Company considered the decline in PJM capacity prices and the near-term retirement dates of certain assets to be a trigger for impairment and performed impairment tests on the PJM generating assets and the goodwill associated with Midwest Generation.

Impairment losses of $ 271 million and $ 35 million were recorded in the East segment on the PJM generating assets and Midwest Generation goodwill, respectively.

Note 11 — Goodwill and Other Intangibles

The table below presents the changes of goodwill for the years ended December 31, 2023 and 2022 based on the Company's reportable segments.

The following table presents the changes in goodwill for the years ended December 31, 2024 and 2023 based on the Company's reportable segments:

(in millions) Texas East West/Services/Other Vivint Smart Home Total

1 unchanged sentence

$ 710 $ 723 $ 217 $ — $ 1,650

Impairment losses — ( 130 ) — — ( 130 )

Goodwill resulted from the acquisition of Vivint — — — 3,494 3,494

Asset sales ( 67 ) ( 2 ) — — ( 69 )

Foreign currency translation — — ( 9 ) — ( 9 )

Foreign currency translation adjustments — — 4 — 4

Balance as of December 31, 2023

$ 643 $ 721 $ 221 $ 3,494 $ 5,079

Goodwill resulted from the acquisition of Vivint — — — 3,494 3,494

Asset sales ( 67 ) ( 2 ) — — ( 69 )

Foreign currency translation — — 4 — 4

Impairment — — ( 15 ) — ( 15 )

Sale of Airtron — — ( 43 ) — ( 43 )

Foreign currency translation adjustments — — ( 10 ) — ( 10 )

Balance as of December 31, 2024

1 unchanged sentence

Intangible Assets

The Company's intangible assets as of December 31, 2023, primarily reflect intangible assets established with the acquisitions of various companies, including Vivint Smart Home, Direct Energy, Stream Energy, other retail acquisitions and Texas Genco.

The Company's intangible assets as of December 31, 2024, primarily reflect intangible assets established with the acquisitions of various companies, including Vivint Smart Home, Direct Energy, other retail acquisitions and Texas Genco.

Intangible assets are comprised of the following:

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• Trade names — These intangibles are amortized to depreciation and amortization expense on a straight-line basis.

• Other — These intangibles primarily include renewable energy credits.

• Other — These intangibles primarily include renewable energy certificates.

RECs are retired, as required, for the applicable compliance period.

RECs are expensed to cost of operations based on NRG’s customer usage.

Other also included in-market nuclear fuel contracts established from the Texas Genco acquisition in 2006 which were amortized to cost of operations over expected volumes over the life of each contract, costs to extend the operating license for STP Units 1 and 2 and intellectual property related to Goal Zero, which is amortized to depreciation and amortization expense.

Other also included in-market nuclear fuel contracts established from the Texas Genco acquisition in 2006 which were amortized to cost of operations over expected volumes over the life of each contract, costs to extend the operating license for STP Units 1 and 2 and intellectual property related to Goal Zero, which was amortized to depreciation and amortization expense.

The following tables summarize the components of NRG's intangible assets:

1 unchanged sentence

Year Ended December 31, 2024 Emission

Customer and Supply Contracts Customer

Relationships

Marketing Partnerships Technology Trade

Allowances Customer and Supply Contracts Customer

Relationships Marketing Partnerships Technology Trade

Names Other (a)

January 1, 2024 $ 628 $ 609 $ 3,464 $ 295 $ 860 $ 841 $ 224 $ 6,921

2 unchanged sentences

— — 35 — — — — 35

Usage/Sales/Retirements — — — — — — ( 474 ) ( 474 )

Usage/Sales/Retirements/Transfers ( 19 ) — — — — — ( 461 ) ( 480 )

Write-off of fully amortized balances — — ( 146 ) — — ( 11 ) — ( 157 )

Sale of STP (c)

Sale of Airtron (c)

— — ( 255 ) — — ( 24 ) — ( 279 )

6 unchanged sentences

(b) The weighted average amortization period for total amortizable intangible assets is approximately 5 years

See Note 4, Acquisitions and Dispositions , for weighted average life of acquired amortizable intangibles for each intangible asset type

1 unchanged sentence

Year Ended December 31, 2023 Emission

Customer and Supply Contracts Customer

Relationships

Marketing Partnerships Trade

Allowances Customer and Supply Contracts Customer

Relationships Marketing Partnerships Technology Trade

Names Other (a)

January 1, 2023 $ 624 $ 635 $ 1,730 $ 284 $ — $ 679 $ 292 $ 4,244

2 unchanged sentences

— — 1,773 10 860 160 — 2,803

Usage/Retirements ( 33 ) — — — — ( 341 ) ( 374 )

Usage/Sales/Retirements — — — — — — ( 474 ) ( 474 )

Write-off of fully amortized balances ( 1 ) ( 28 ) ( 43 ) — — — — ( 72 )

Sale of STP (c)

— — — — — — ( 59 ) ( 59 )

5 unchanged sentences

(a) RECs are not subject to amortization and had a carrying value of $ 177 million

(b) The weighted average life of acquired amortizable intangibles was six years for customer relationships

(b) The weighted average amortization period for total amortizable intangible assets is approximately 10 years

The following table presents NRG's amortization of intangible assets for each of the past three years:

8 unchanged sentences

Total amortization $ 876 $ 1,001 $ 490

(a) For the year ended December 31, 2023, 2022 and 2021, other intangibles amortized to depreciation and amortization expense were de minimis, $ 4 million and $ 3 million, respectively

(a) For the year ended December 31, 2024, 2023 and 2022, other intangibles amortized to depreciation and amortization expense were $ 15 million, de minimis and $ 4 million, respectively

The following table presents estimated amortization of NRG's intangible assets as of December 31, 2024 for each of the next five years:

1 unchanged sentence

Year Ended December 31, Emission

Customer and Supply Contracts Customer

Relationships

Marketing Partnerships Technology Trade

Allowances Customer and Supply Contracts Customer

Relationships Marketing Partnerships Technology Trade

2025 $ 15 $ 50 $ 361 $ 23 $ 176 $ 45 $ 670

3 unchanged sentences

2029 12 13 137 5 — 37 204

Intangible assets held-for-sale — From time to time, management may authorize the transfer from the Company's emission bank of emission allowances held-for-use to intangible assets held-for-sale.

Emission allowances held-for-sale are included in other non-current assets on the Company's consolidated balance sheet and are not amortized, but rather expensed as sold.

As of December 31, 2023 and 2022, the value of emission allowances held-for-sale was $ 4 million and $ 8 million, respectively, within the Corporate segment.

Once transferred to held-for-sale, these emission allowances are prohibited from moving back to held-for-use.

Note 12 — Long-term Debt and Finance Leases

9 unchanged sentences

Senior Notes, due 2031 1,030 1,030 3.625

Senior Notes, due 2032 480 480 3.875

Senior Notes, due 2033 925 — 6.000

Senior Notes, due 2034 950 — 6.250

Convertible Senior Notes, due 2048 (a)

5 unchanged sentences

Senior Secured First Lien Notes, due 2033 740 740 7.000

Term Loan B, due 2031 1,317 — SOFR + 1.750

Tax-exempt bonds 466 466 1.250 - 4.750

1 unchanged sentence

Non-recourse debt:

Vivint Smart Home Senior Notes, due 2029 800 — 5.750

Vivint Smart Home Senior Secured Notes, due 2027 600 — 6.750

Vivint Smart Home Senior Secured Term Loan, due 2028 1,320 — SOFR + 3.51

Subtotal all non-recourse debt 2,720 —

Vivint Senior Notes, due 2029 — 800 5.750

Vivint Senior Secured Notes, due 2027 — 600 6.750

Vivint Senior Secured Term Loan, due 2028 — 1,320 SOFR + 3.510

Subtotal all Vivint non-recourse debt — 2,720

Subtotal long-term debt (including current maturities)

10,892 10,940

Finance leases 14 19 various

4 unchanged sentences

Total long-term debt and finance leases $ 9,812 $ 10,133

(a) As of the ex-dividend date of January 31, 2024, the Convertible Senior Notes were convertible at a price of $ 41.53 , which is equivalent to a conversion rate of approximately 24.0763 shares of common stock per $1,000 principal amount

(a) As of the ex-dividend date of February 3, 2025, the Convertible Senior Notes were convertible at a price of $ 40.78 , which is equivalent to a conversion rate of approximately 24.5222 shares of common stock per $1,000 principal amount of Convertible Senior Notes

Debt includes the following discounts:

2 unchanged sentences

Senior Secured First Lien Notes, due 2025, 2027, 2029 and 2033 $ ( 10 ) $ ( 10 )

Vivint Smart Home Senior Notes, due 2029 ( 103 ) —

Vivint Smart Home Senior Secured Notes, due 2027 ( 12 ) —

Vivint Smart Home Senior Secured Term Loan, due 2028 ( 21 ) —

Term Loan B, due 2031 ( 2 ) —

Vivint Senior Notes, due 2029 — ( 103 )

Vivint Senior Secured Notes, due 2027 — ( 12 )

Vivint Senior Secured Term Loan, due 2028 — ( 21 )

Total discounts

6 unchanged sentences

Recourse Debt

Issuance of 2029 Senior Notes, 2033 Senior Notes and 2034 Senior Notes

On October 30, 2024, the Company issued $ 1.9 billion in aggregate principal amount of senior unsecured notes, consisting of (i) $ 925 million aggregate principal amount of 6.000 % senior unsecured notes due 2033 (the “2033 Notes”) and (ii) $ 950 million aggregate principal amount of 6.250 % senior unsecured notes due 2034 (the “2034 Notes” and, together with the 2033 Notes, the “Notes”).

In addition, on October 30, 2024, the Company issued $ 798 million aggregate principal amount of 5.750 % senior unsecured notes due 2029 (the “New NRG 5.750 % Senior Notes due 2029”) in connection with the Company’s previously announced offer to exchange.

The Notes and the New NRG 5.750 % Senior Notes due 2029 are senior unsecured obligations of the Company and are guaranteed by certain of its subsidiaries that guarantee indebtedness under the Senior Credit Facility.

Interest on the New NRG 5.750 % Senior Notes due 2029 is paid semi-annually beginning on January 15, 2025 until the maturity date of July 15, 2029.

Interest on the 2033 Notes is paid semi-annually beginning on February 1, 2025 until the maturity date of February 1, 2033.

Interest on the 2034 Notes is paid semi-annually beginning on May 1, 2025 until the maturity date of November 1, 2034.

On October 30, 2024, the Company used the net proceeds from the offering of the Notes, together with the net proceeds of its new incremental term loan B in an aggregate principal amount of $ 450 million, to pay the cash tender price for any and all of APX Group, Inc.’s 6.750 % Senior Secured Notes due 2027 and to repay APX Group, Inc.’s secured term loans in an outstanding aggregate principal amount of approximately $ 1.3 billion under its senior secured credit agreement.

In addition, on October 31, 2024, the Company used the net proceeds from the offering of the Notes and cash on hand to redeem all of its outstanding 6.625 % Senior Notes due 2027, of which $ 375 million aggregate principal amount was outstanding.

Any remaining net proceeds from the offering was used to pay the transaction fees, expenses and premiums, to refinance outstanding debt and for general corporate purposes.

Senior Note Redemptions

During the year ended December 31, 2024, the Company redeemed $ 375 million in aggregate principal amount of its 6.625 % Senior Notes due 2027, at a redemption price equal to 100.000 % for $ 382 million, which included the payment of $ 7 million of accrued interest, using the net proceeds from the offering of the Notes and cash on hand.

In connection with the redemption, the Company wrote-off $ 1 million of previously deferred financing costs and other fees, which was recorded to loss on debt extinguishment.

3.750 % Senior Secured First Lien Note due 2024 Repayment

On June 17, 2024, the Company repaid $ 600 million in aggregate principal amount of its 3.750 % Senior Secured First Lien Notes due 2024.

Senior Credit Facility

Term Loan B Incurrence

On April 16, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Eighth Amendment to the Credit Agreement in order to (i) establish the Existing Term Loan B Facility with borrowings of $ 875 million in aggregate principal amount and the Existing Term Loans and (ii) make certain other modifications to the Credit Agreement as set forth therein.

The proceeds from the Existing Term Loans were used to repay a portion of the Company’s Convertible Senior Notes, all of the Company’s 3.750 % senior secured first lien notes due 2024 and for general corporate purposes.

On October 30, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Eleventh Amendment to the Credit Agreement in order to include the Incremental Term Loan B Facility in an aggregate principal amount of $ 450 million and the Incremental Term Loans, which Incremental Term Loan B Facility is fungible for U.S.

federal tax purposes with the Existing Term Loan B Facility.

The proceeds from the Incremental Term Loans, together with the proceeds of the Notes, were used to repay all loans and other amounts outstanding under APX’s senior secured credit agreement and to pay the cash tender price for any and all of APX Group, Inc.’s 6.750 % Senior Secured Notes due 2027.

The terms of the Incremental Term Loan B Facility (including pricing) are identical to those applicable to the Existing Term Loan B Facility, and the Incremental Term Loans constitute the same class of term loans as the Company’s Existing Term Loans.

On November 26, 2024, the Company, as borrower, entered into the Twelfth Amendment to the Credit Agreement in order to (i) reprice both the Existing Term Loan B Facility and the Incremental Term Loan B Facility and (ii) make certain other modifications to the Credit Agreement as set forth therein.

Following the effectiveness of the Twelfth Amendment, at the Company’s election, the Existing Term Loans and the Incremental Term Loans bear interest at a rate per annum equal to either (1) a fluctuating rate equal to the highest of (A) the rate published by the Federal Reserve Bank of New York in effect on such day, plus 0.50 %, (B) the rate of interest per annum publicly announced from time to time by The Wall Street Journal as the “Prime Rate” in the United States, and (C) a rate of one-month Term SOFR (as defined in the Credit Agreement) (after giving effect to any floor applicable to Term SOFR) plus 1.00 %, in each case, plus a margin of 0.75 % or (2) Term SOFR (as defined in the Credit Agreement) (which shall not be less than 0.00 %) for a one-, three- or six-month interest period (or such other period as agreed to by the Agent and the lenders, as selected by the Company), plus a margin of 1.75 %.

The Existing Term Loan B Facility and the Incremental Term Loan B Facility are guaranteed by each of the Company’s subsidiaries that guarantee the Company’s Revolving Credit Facility and are secured on a first lien basis by substantially all of the Company’s and such subsidiaries’ assets, in each case, subject to certain customary exceptions and limitations set forth in the Credit Agreement.

The Existing Term Loans and the Incremental Term Loans have a final maturity date of April 16, 2031 and amortize at a rate of 1 % per annum in equal quarterly installments (subject to any adjustments to such amortization payments to ensure that such Incremental Term Loans are fungible for U.S.

federal tax purposes with the Existing Term Loans).

If an event of default occurs under the Existing Term Loan B Facility or the Incremental Term Loan B Facility, the entire principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods.

The Existing Term Loan B Facility and the Incremental Term Loan B Facility also provide for customary asset sale mandatory prepayments, reporting covenants and negative covenants governing dividends, investments, indebtedness, and other matters that are customary for similar term loan B facilities.

On December 20, 2024, the Company, as borrower, entered into the Thirteenth Amendment to the Credit Agreement to (i) add APX Group, Inc.

as an additional borrower of the loans under the Credit Agreement on a joint and several basis with the Company and (ii) make certain other modifications to the Credit Agreement as set forth therein.

Revolving Credit Facility

On February 14, 2023 (the “Revolving Credit Facility Sixth Amendment Effective Date”), the Company amended its Revolving Credit Facility to:

(i) increase the existing revolving commitments thereunder by $ 600 million (the “Initial Incremental Commitment”), (ii) extend the maturity date of a portion of the revolving commitments thereunder to February 14, 2028, (iii) transition the benchmark rate applicable to revolving loans from LIBOR to SOFR and (iv) make certain other amendments to the terms of the Revolving Credit Facility for purposes of, among other things, providing additional flexibility.

On March 13, 2023 (the “Revolving Credit Facility Seventh Amendment Effective Date”), the Company further amended its Revolving Credit Facility to increase the existing revolving commitments by an additional $ 45 million (together with the Initial Incremental Commitment, the "Incremental Commitment").

After giving effect to the Incremental Commitment, the Company had a total of $ 4.305 billion of revolving commitments available under the Revolving Credit Facility.

The full amount of the Initial Incremental Commitment was made available from and after the Revolving Credit Facility Sixth Amendment Effective Date and the full amount of the Incremental Commitment was made available from and after the Revolving Credit Facility Seventh Amendment Effective Date.

A portion of the non-extended revolving commitments terminated on July 5, 2023, with the remaining portion thereof terminating on May 28, 2024, unless otherwise extended.

The Revolving Credit Facility is guaranteed by NRG’s existing and future direct and indirect subsidiaries, with customary and agreed-upon exceptions for, among other exceptions, unrestricted subsidiaries, foreign subsidiaries, project subsidiaries, immaterial subsidiaries, captive insurance subsidiaries and securitization vehicles.

The Revolving Credit Facility is also secured by a first priority (subject to certain customary permitted liens) perfected security interest in a substantial portion of the property and assets owned by NRG and its subsidiaries that are guarantors under the Revolving Credit Facility, subject to certain exceptions that include, among other things, the capital stock of certain specified subsidiaries, including unrestricted subsidiaries and certain excluded subsidiaries, equity interests in excess of 66 % of the total outstanding voting equity interests of certain foreign subsidiaries, equity interests the pledge of which is prohibited by applicable agreements binding on such subsidiaries and other assets that may be designated by NRG as excluded from the collateral that, when taken together with all other assets so designated since the Revolving Credit Facility Sixth Amendment Effective Date, have an aggregate fair market value not exceeding $ 750 million.

The Revolving Credit Facility is secured on a pari passu basis with certain interest rate, foreign currency and commodity hedging obligations of NRG, the Senior Secured First Lien Notes and certain other indebtedness.

The collateral securing the Revolving Credit Facility will be released at the Company's request if both the senior unsecured long-term debt securities of the Company and the revolving loans under the Revolving Credit Facility are rated investment grade by any two of the three rating agencies and the satisfaction of certain other conditions, subject to reversion if such rating agencies withdraw such investment grade rating or downgrade such rating below investment grade (or, with respect to the revolving loans, crease to publish a rating).

The Revolving Credit Facility contains customary covenants, which, among other things, require NRG to maintain a maximum first lien leverage ratio on a consolidated basis when amounts outstanding under the Revolving Credit Facility (subject to certain exceptions) exceed a certain threshold and limit, subject to certain exceptions, NRG’s ability to:

• incur indebtedness and liens and enter into sale and lease-back transactions;

• make investments, loans and advances;

• return capital to shareholders;

• repay material subordinated indebtedness;

• consummate mergers, consolidations and asset sales;

• enter into affiliate transactions;

• change its fiscal year-end.

On April 22, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Ninth Amendment to extend the maturity date of a portion of the revolving commitments thereunder to February 14, 2028.

On October 30, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Tenth Amendment to (i) extend the maturity date of its revolving credit facility to October 30, 2029 and (ii) make certain other amendments to the Credit Agreement as set forth therein.

As of December 31, 2024, there were no outstanding borrowings and there were $ 477 million in letters of credit issued under the Revolving Credit Facility.

Issuance of 2033 Senior Secured First Lien Notes

On March 9, 2023, the Company issued $ 740 million of aggregate principal amount of 7.000 % senior secured first lien notes due 2033 (the "2033 Senior Secured First Lien Notes").

The 2033 Senior Secured First Lien Notes are senior secured obligations of NRG and are guaranteed by certain of its subsidiaries that guarantee indebtedness under the Revolving Credit Facility.

The 2033 Senior Secured First Lien Notes are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Revolving Credit Facility, which collateral consists of a substantial portion of the property and assets owned by the Company and the guarantors.

The collateral securing the 2033 Senior Secured First Lien Notes will be released at the Company’s request if the senior unsecured long-term debt securities of the Company are rated investment grade by any two of the three rating agencies and the satisfaction of certain other conditions, subject to reversion if such rating agencies withdraw such investment grade rating or downgrade such rating below investment grade.

Interest is paid semi-annually beginning on September 15, 2023 until the maturity date of March 15, 2033.

The proceeds of the 2033 Senior Secured First Lien Notes, along with cash on hand and proceeds from certain other financings, were used to fund the acquisition of Vivint Smart Home.

Senior Note Redemptions

During the year ended December 31, 2023, the Company redeemed $ 620 million in aggregate principal amount of its 3.875 % Senior Notes, due 2032, for $ 509 million, which included the payment of $ 7 million of accrued interest, using cash on hand at an average early redemption percentage of 81 %.

In connection with the redemption, a $ 109 million gain on debt extinguishment was recorded, which included the write-off of previously deferred financing costs and other fees of $ 9 million.

During the year ended December 31, 2021, the Company redeemed approximately $ 1.9 billion in aggregate principal amount of its Senior Notes for $ 1.9 billion using the proceeds of the 2032 Senior Notes and cash on hand, as detailed in the table below.

In connection with the redemptions, a $ 77 million loss on debt extinguishment was recorded, which included the write-off of previously deferred financing costs of $ 12 million.

(In millions, except percentages) Principal Repurchased Cash Paid (a)

Average Early Redemption Percentage

7.250 % Senior Notes, due 2026

$ 1,000 $ 1,056 103.625 %

6.625 % Senior Notes, due 2027

855 893 103.313 %

Total $ 1,855 $ 1,949

(a) Includes accrued interest of $ 29 million for redemptions for the year ended December 31, 2021

2048 Convertible Senior Notes

Accounting for Convertible Senior Notes — Upon issuance in 2018, the Convertible Senior Notes were separated into liability and equity components for accounting purposes.

The carrying amount of the liability component was initially calculated by measuring the fair value of similar liabilities that do not have an associated convertible feature.

The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Convertible Senior Notes.

This difference represented the debt discount that was amortized to interest expense over seven years , which was determined to be the expected life of the Convertible Senior Notes, using the effective interest rate method.

The equity component was recorded in additional paid-in capital and was not remeasured as it continued to meet the conditions for equity classification.

Following the adoption of ASU 2020-06 as of January 1, 2022, the Company no longer records the conversion feature of its convertible senior notes in equity.

Accounting for Convertible Senior Notes — Beginning in 2022, the Company no longer records the conversion feature of its convertible senior notes in equity.

Instead, the Company combined the previously separated equity component with the liability component, which together is now classified as debt, thereby eliminating the subsequent amortization of the debt discount as interest expense.

As a result of the provisions of the amended guidance, the Company recorded a $ 100 million decrease to additional paid-in capital, a $ 57 million decrease to debt discount, a $ 57 million increase to retained earnings, and a $ 14 million decrease to long-term deferred tax liabilities.

Modification to Convertible Senior Notes — On February 22, 2022, the Company irrevocably elected to eliminate the right to settle conversions only in shares of the Company's common stock, such that any conversion after such date, the Company will pay cash per $1,000 principal amount and will settle in cash or a combination of cash and the Company's common stock for the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount.

Convertible Senior Notes Features — As of December 31, 2023, the Convertible Senior Notes were convertible, under certain circumstances, into cash or a combination of cash and the Company’s common stock at a price of $ 41.83 per common share, which is equivalent to a conversion rate of approximately 23.9079 shares of common stock per $1,000 principal amount of Convertible Senior Notes.

Modification to Convertible Senior Notes — In 2022, the Company irrevocably elected to eliminate the right to settle conversions only in shares of the Company's common stock, such that any conversion after such date, the Company will pay cash per $1,000 principal amount and will settle in cash or a combination of cash and the Company’s common stock for the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount.

Convertible Senior Notes Features — As of December 31, 2024, the Convertible Senior Notes are convertible, under certain circumstances, into cash or a combination of cash and the Company’s common stock at a price of $ 40.94 per common share, which is the equivalent to a conversion rate of approximately 24.4241 shares of common stock per $1,000 principal amount of Convertible Senior Notes.

As of December 31, 2023, the Convertible Senior Notes were convertible at a price of $ 41.83 per common share, which is equivalent to a conversion rate of approximately 23.9079 shares of common stock per $1,000 principal amount of Convertible Senior Notes.

The settlement method is at the Company’s election.

The net carrying amounts of the Convertible Senior Notes as of December 31, 2024 and December 31, 2023 were $ 231 million and $ 572 million, respectively.

The Convertible Senior Notes mature on June 1, 2048, unless earlier repurchased, redeemed or converted in accordance with their terms.

The Convertible Senior Notes are convertible at the option of the holders under certain circumstances.

Prior to the close of business on the business day immediately preceding December 1, 2024, the Convertible Senior Notes will be convertible only upon the occurrence of certain events and during certain periods, including, among others, during any calendar quarter (and only during such calendar quarter) if the last reported sales price per share of the Company's common stock exceeds 130 % of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter.

Thereafter during specified periods as follows:

The Convertible Senior Notes are convertible at the option of the holders only upon the occurrence of certain events and during certain periods, including, among others, during any calendar quarter (and only during such calendar quarter) if the last reported sales price per share of the Company’s common stock exceeded 130 % of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter (the “Common Stock Sale Price Condition”).

As of January 1, 2025, the Company’s Convertible Senior Notes are convertible during the quarterly period ending March 31, 2025 due to the satisfaction of the Common Stock Sale Price Condition.

In addition, the Convertible Senior Notes are also convertible during specified periods as follows:

• from December 1, 2024 until the close of business on the second scheduled trading day immediately before June 1, 2025;

• from December 1, 2047 until the close of business on the second scheduled trading day immediately before the maturity date.

All conversions with a conversion date that occurs within the specific periods above will be settled after such period pursuant to the terms of the indenture.

The following table details the interest expense recorded in connection with the Convertible Senior Notes, due 2048:

All conversions with a conversion date that occurs within the specific periods above will be settled after such period pursuant to the terms of the Convertible Senior Notes indenture.

The following table details the interest expense recorded in connection with the Convertible Senior Notes:

For the years ended December 31,

($ In millions) 2023 2022 2021

(In millions, except percentages) 2024 2023 2022

Contractual interest expense $ 9 $ 16 $ 16

Amortization of discount and deferred finance costs (a)

Amortization of discount and deferred finance costs 1 2 1

Total $ 10 $ 18 $ 17

Effective Interest Rate 3.08 % 3.18 % 3.01 %

(a) Upon adoption of ASU 2020-06 on January 1, 2022, which resulted in the removal of the debt discount, no further debt discount amortization is being recorded

Convertible Senior Notes Repurchases

During the year ended December 31, 2024, the Company completed repurchases of a portion of the Convertible Senior Notes using cash on hand and a portion of the proceeds from the Term Loans, as detailed in the table below.

For the year ended December 31, 2024, a $ 260 million loss on debt extinguishment was recorded in connection with the repurchases below.

(In millions, except percentages)

Settlement Period Principal Repurchased Cash Paid (a)

Average Repurchase Percentage

March 2024 $ 92 $ 151 162.356 %

April 2024 251 452 179.454 %

Total Repurchases $ 343 $ 603

(a) Includes accrued interest of $ 1 million and $ 2 million for the March and April repurchases, respectively

Capped Call Options

During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties (the “Capped Calls”) to effectively lock in a conversion premium of $ 257 million on the remaining $ 232 million in aggregate principal amount of the Convertible Senior Notes.

The option price of $ 257 million was incurred when the Company entered into the Capped Calls, which will be payable upon the earlier of settlement and expiration of the applicable Capped Calls.

For further discussion see Note 15, Capital Structure.

Senior Notes Early Redemption

As of December 31, 2023, NRG had the following outstanding issuances of senior notes with an early redemption feature, or Senior Notes:

6.625 % senior notes, issued August 2, 2016 and due January 15, 2027, or the 2027 Senior Notes;

As of December 31, 2024, the Company had the following outstanding issuances of senior notes with an early redemption feature, or Senior Notes:

5.750 % senior notes, issued December 7, 2017 and due January 15, 2028, or the 2028 Senior Notes;

1 unchanged sentence

3.375 % senior notes, issued December 2, 2020 and due February 15, 2029, or the 3.375 % 2029 Senior Notes;

5.750 % senior notes, issued October 30, 2024 and due July 15, 2029, or the 5.750 % 2029 Senior Notes;

3.625 % senior notes, issued December 2, 2020 and due February 15, 2031, or the 2031 Senior Notes;

3.875 % senior notes, issued August 23, 2021 and due February 15, 2032, or the 2032 Senior Notes;

6.000 % senior notes, issued October 30, 2024 and due February 1, 2033, or the 2033 Senior Notes;

6.250 % senior notes, issued October 30, 2024 and due November 1, 2034, or the 2034 Senior Notes.

The indentures and the forms of notes provide, among other things, that the Senior Notes will be senior unsecured obligations of the Company.

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nonpayment of principal or interest;

breach of other agreements in the indentures;

breach of other covenants in the indentures;

defaults in failure to pay certain other indebtedness;

the rendering of judgments to pay certain amounts of money against the Company and its subsidiaries;

the rendering of judgments to pay certain amounts of money against the Company and certain of its subsidiaries;

the failure of certain guarantees to be enforceable;

and certain events of bankruptcy or insolvency.

Generally, if an event of default occurs, the trustee or the holders of at least 25 % or 30 % (depending on the series of Senior Notes) in principal amount of the then outstanding series of Senior Notes may declare all of the Senior Notes of such series to be due and payable immediately.

The terms of the indentures, among other things, limit the Company's ability and certain of its subsidiaries' ability to return capital to stockholders, grant liens on assets to lenders and incur additional debt.

Generally, if an event of default occurs and continues, the trustee or the holders of at least 25 % or 30 % (depending on the series of Senior Notes) in principal amount of the then-outstanding series of Senior Notes may declare all of the Senior Notes of such series to be due and payable immediately.

The terms of the indentures contain certain restrictions on incurring secured debt and consolidating, merging or transferring all or substantially all of the Company’s assets.

Interest is payable semi-annually on the Senior Notes until their maturity dates.

2028 Senior Notes

The Company may redeem some or all of the 2027 Senior Notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period Redemption

July 15, 2023 to July 14, 2024 101.104 %

July 15, 2024 and thereafter 100.000 %

2028 Senior Notes

The Company may redeem some or all of the 2028 Senior Notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period Redemption

January 15, 2025 to January 14, 2026 100.958 %

January 15, 2026 and thereafter 100.000 %

5.250 % 2029 Senior Notes

At any time prior to June 15, 2024, the Company may redeem all or a part of the 5.250 % 2029 Senior Notes, at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium.

The premium is the greater of:

(i) 1 % of the principal amount of the notes;

or (ii) the excess of the principal amount of the note over the following:

the present value of 102.625 % of the note, plus interest payments due on the note through June 15, 2024 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50 % over the principal amount of the note.

In addition, on or after June 15, 2024, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

The Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:

Redemption Period Redemption Percentage

4 unchanged sentences

3.375 % 2029 Senior Notes

On or after February 15, 2024, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period Redemption Percentage

February 15, 2025 to February 14, 2026 100.844 %

February 15, 2026 and thereafter 100.000 %

5.750 % 2029 Senior Notes

Redemption Period Redemption Percentage

July 15, 2024 to July 14, 2025 102.875 %

July 15, 2025 to July 14, 2026 101.438 %

July 15, 2026 and thereafter 100.000 %

2031 Senior Notes

At any time prior to February 15, 2026, the Company may redeem all or a part of the 2031 Senior Notes, at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium.

2 unchanged sentences

or (ii) the excess of the present value of 101.813 % of the note, plus interest payments due on the note through February 15, 2026 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50 % over the principal amount of the note.

In addition, on or after February 15, 2026, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period Redemption Percentage

4 unchanged sentences

2032 Senior Notes

At any time prior to August 15, 2024, the Company may redeem up to 40 % of the aggregate principal amount of the 2032 Senior Notes, at a redemption price equal to 103.875 % of the principal amount of the notes redeemed, plus accrued and unpaid interest, with an amount equal to the net cash proceeds of certain equity offerings, provided that at least 50 % of the aggregate principal amount remains outstanding immediately after the occurrence of such redemption.

At any time prior to February 15, 2027, the Company may redeem all or a part of the 2032 Senior Notes, at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium.

2 unchanged sentences

or (ii) the excess of (A) the present value of (1) the redemption price of the note at February 15, 2027 (such redemption price being set forth in the table appearing below in the column “Redemption Percentage (If Sustainability Performance Target has not been satisfied and/or confirmed by External Verifier)” unless the Sustainability Performance Target has been satisfied in respect of the year ended December 31, 2025 and the Company has provided confirmation thereof to the trustee together with a related confirmation by the External Verifier by the date that is at least 15 days prior to August 15, 2026 in which case the redemption price shall be as set forth in the column “Redemption Percentage (If Sustainability Performance Target has been satisfied and confirmed by External Verifier)”) plus (2) interest payments due on the note through February 15, 2027 (excluding accrued but unpaid interest to the redemption date) computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50 %, over (B) the principal amount of the note.

In addition, on or after February 15, 2027, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table during the twelve-month period beginning on February 15 of the years indicated below, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Year Redemption Percentage

5 unchanged sentences

2030 and thereafter 100.000 % 100.000 %

Receivables Facility

2033 Senior Notes

At any time prior to November 1, 2027, the Company may redeem all or a part of the 2033 Senior Notes, at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium.

The premium is the greater of:

(i) 1 % of the principal amount of the note;

or (ii) the excess of the present value of 103.000 % of the note, plus interest payments due on the note through November 1, 2027 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50 % over the principal amount of the note.

In addition, on or after November 1, 2027, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:

Redemption Period Redemption Percentage

November 1, 2027 to October 31, 2028 103.000 %

November 1, 2028 to October 31, 2029 101.500 %

November 1, 2029 and thereafter 100.000 %

2034 Senior Notes

At any time prior to November 1, 2029, the Company may redeem all or a part of the 2034 Senior Notes, at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium.

The premium is the greater of:

(i) 1 % of the principal amount of the note;

or (ii) the excess of the present value of 103.125 % of the note, plus interest payments due on the note through November 1, 2029 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50 % over the principal amount of the note.

In addition, on or after November 1, 2029, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:

Redemption Period Redemption Percentage

November 1, 2029 to October 31, 2030 103.125 %

November 1, 2030 to October 31, 2031 101.563 %

November 1, 2031 and thereafter 100.000 %

Receivables Securitization Facilities

In 2020, NRG Receivables LLC, a bankruptcy remote, special purpose, indirect wholly owned subsidiary (“NRG Receivables”), entered into the Receivables Facility, subject to adjustments on a seasonal basis, with issuers of asset-backed commercial paper and commercial banks (the “Lenders”).

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Pursuant to the Performance Guaranty, the Company has guaranteed, for the benefit of NRG Receivables and the Lenders, the payment and performance by each indirect subsidiary of its respective obligations under the Receivables Facility.

The accounts receivables remain on the

Company's consolidated balance sheet and any amounts funded by the Lenders to NRG Receivables will be reflected as short-term borrowings.

The accounts receivables remain on the Company’s consolidated balance sheet and any amounts funded by the Lenders to NRG Receivables will be reflected as short-term borrowings.

Cash flows from the Receivables Facility are reflected as financing activities in the Company’s consolidated statements of cash flows.

The Company continues to service the accounts receivables sold in exchange for a servicing fee.

On June 22, 2023, NRG Receivables amended its existing Receivables Facility to, among other things, (i) extend the scheduled termination date to June 21, 2024, (ii) increase the aggregate commitments from $ 1.0 billion to $ 1.4 billion (adjusted seasonally) and (iii) add a new originator.

On October 6, 2023, the Receivables Facility was further amended to replace the benchmark interest rate of the Receivable Facility's subordinated note from LIBOR to SOFR.

In 2020, the Company entered into the Repurchase Facility related to the Receivables Facility.

Under the Repurchase Facility, the Company could borrow up to $ 150 million, collateralized by a subordinated note issued by NRG Receivables to NRG Retail LLC in favor of the originating entities representing a portion of the balance of receivables sold to NRG Receivables under the Receivables Facility.

On June 21, 2024, NRG Receivables LLC (“NRG Receivables”), an indirect wholly-owned subsidiary of the Company, amended its existing Receivables Facility to, among other things, (i) extend the scheduled termination date to June 20, 2025, (ii) increase the aggregate commitments from $ 1.4 billion to $ 2.3 billion (adjusted seasonally) and (iii) add a new originator.

The weighted average interest rate related to usage under the Receivables Facility as of December 31, 2024 was 0.776 %.

As of December 31, 2024, there were no outstanding borrowings and there were $ 1.4 billion in letters of credit issued under the Receivables Facility.

Repurchase Facility

In 2020, the Company entered into the Repurchase Facility related to the Receivables Facility.

Under the Repurchase Facility, the Company can currently borrow up to $ 150 million, collateralized by a subordinated note issued by NRG Receivables to NRG Retail LLC in favor of the originating entities representing a portion of the balance of receivables sold to NRG Receivables under the Receivables Facility.

In addition, in connection with the amendments to the Receivables Facility, on June 22, 2023, the Company and the originators thereunder renewed the existing uncommitted Repurchase Facility.

Such renewal, among other things, extended the maturity date to June 21, 2024 and joined an additional originator to the Repurchase Facility.

On October 6, 2023, the Repurchase Facility was further amended to reflect the concurrent amendment to the Receivables Facility's subordinated note.

The Repurchase Facility has no commitment fee and borrowings will be drawn at SOFR + 1.55 %.

As of December 31, 2023, there were no outstanding borrowings under the Repurchase Facility.

Bilateral Letter of Credit Facilities

On May 19, 2023, May 30, 2023 and October 17, 2023 the Company increased the size of its bilateral letter of credit facilities by $ 25 million, $ 100 million and $ 50 million, respectively, to provide additional liquidity and to allow for the issuance of up to $ 850 million of letters of credit.

These facilities are uncommitted.

As of December 31, 2023, $ 671 million was issued under these facilities.

Also on June 21, 2024, Direct Energy Services, LLC (in its capacity as additional originator, the “Additional Originator”) entered into a Joinder Agreement (the “Joinder Agreement”) to join as Additional Originator to the Receivables Sale Agreement, dated as of September 22, 2020, among Direct Energy, LP, Direct Energy Business, LLC, Green Mountain Energy Company, NRG Business Marketing, LLC, Reliant Energy Northeast LLC, Reliant Energy Retail Services, LLC, Stream SPE, Ltd., US Retailers LLC and XOOM Energy Texas, LLC, as originators, NRG Retail, as the servicer, and NRG Receivables (the “Receivables Sale Agreement”).

Pursuant to the Joinder Agreement, the Additional Originator agrees to be bound by the terms of the Receivables Sale Agreement, will sell to NRG Receivables substantially all of its receivables for the sale of electricity, natural gas and/or related services and certain related rights (collectively, the “Receivables”) and in connection therewith have transferred to NRG Receivables the deposit accounts into which the proceeds of such Receivables are paid.

Concurrently with the amendments to the Receivables Facility, the Company and the originators thereunder terminated the existing uncommitted Repurchase Facility.

Tax Exempt Bonds

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Total $ 466 $ 466

Dunkirk Bonds

On April 3, 2023, NRG remarketed $ 59 million in aggregate principal amount of 4.25 % tax-exempt refinancing bonds of the Chautauqua County Capital Resource Corporation (the "Dunkirk Bonds").

The Dunkirk Bonds are guaranteed on a first-priority basis by each of NRG's current and future subsidiaries that guarantee indebtedness under the Revolving Credit Facility.

The Dunkirk Bonds are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Revolving Credit Facility, which consists of a substantial portion of the property and assets owned by NRG and the guarantors.

The collateral securing the Dunkirk Bonds will, at the request of NRG, be released if NRG satisfies certain conditions, including receipt of an investment grade rating on its senior, unsecured debt securities from two out of the three rating agencies, subject to reversion if those rating agencies withdraw their investment grade rating of the Dunkirk Bonds or any of NRG's senior, unsecured debt securities or downgrade such ratings below investment grade.

The Dunkirk Bonds are subject to mandatory tender and purchase on April 3, 2028 and have a final maturity date of April 1, 2042.

Bilateral Letter of Credit Facilities

The bilateral letter of credit facilities allows for the issuance of up to $ 850 million of letters of credit.

These facilities are uncommitted.

As of December 31, 2024, $ 526 million was issued under these facilities.

Pre-Capitalized Trust Securities Facility

On August 29, 2023, the Company entered into a Facility Agreement (as defined below) with Alexander Funding Trust II, a newly-formed Delaware statutory trust (the “Trust”), in connection with the sale by the Trust of $ 500 million pre-capitalized trust securities redeemable July 31, 2028 (the “P-Caps”).

The Trust invested the proceeds from the sale of the P-Caps in a portfolio of principal and interest strips of U.S.

Treasury securities (the “Eligible Treasury Assets”).

The P-Caps replaced the Company’s existing pre-capitalized trust securities redeemable 2023 issued by Alexander Funding Trust, which matured on November 15, 2023.

In connection with the sale of the P-Caps, the Company and the guarantors named therein entered into a facility agreement, dated August 29, 2023 (the “Facility Agreement”), with the Trust and Deutsche Bank Trust Company Americas, as notes trustee (the “Notes Trustee”).

Under the Facility Agreement, the Company has the right, from time to time, to issue to the Trust, and to require the Trust to purchase from the Company, on one or more occasions (the “Issuance Right”), up to $ 500 million aggregate principal amount of the Company’s 7.467 % Senior Secured First Lien Notes due 2028 (the “P-Caps Secured Notes”) in exchange for all or a portion of the Eligible Treasury Assets corresponding to the portion of the Issuance Right under the Facility Agreement being exercised at such time.

The Company pays to the Trust a facility fee equal to 3.13427 % applied to the unexercised portion of the Issuance Right on a semi-annual basis.

On August 29, 2023, the Company entered into a facility agreement with Alexander Funding Trust II, a newly-formed Delaware statutory trust (the “Trust”), in connection with the sale by the Trust of $ 500 million pre-capitalized trust securities redeemable July 31, 2028 (the “P-Caps”).

The P-Caps are to be redeemed by the Trust on July 31, 2028 or earlier upon an early redemption of the P-Caps Secured Notes.

Following any distribution of P-Caps Secured Notes to the holders of the P-Caps, the Company may similarly redeem such P-Caps Secured Notes, in whole or in part, at the redemption price described in the P-Caps Indenture (as defined below), plus accrued but unpaid interest to, but excluding, the date of redemption.

Following any distribution of P-Caps Secured Notes to the holders of the P-Caps, the Company may similarly redeem such P-Caps Secured Notes, in whole or in part, at the redemption price described in the P-Caps Indenture, plus accrued but unpaid interest to, but excluding, the date of redemption.

Any P-Caps Secured Notes outstanding and held by the Trust as a result of the exercise of the Issuance Right that remain outstanding will also mature on July 31, 2028.

The Issuance Right will be exercised automatically in full if (i) the Company fails to pay the facility fee when due or any amount due and owing under the trust expense reimbursement agreement or fails to purchase and pay for any Eligible Treasury Assets that are due and not paid on their payment date and such failure is not cured within 30 days or (ii) upon certain bankruptcy events of the Company.

The Company will be required to mandatorily exercise the Issuance Right if certain mandatory exercise events occur upon the terms and conditions set forth in the Facility Agreement.

The P-Caps Secured Notes that may be sold to the Trust from time to time will be governed by the base indenture, dated August 29, 2023 (the “Base Indenture”), between the Company and the Notes Trustee, as supplemented by the supplemental indenture, dated August 29, 2023 (the “Supplemental Indenture” and, together with the Base Indenture, the “P-Caps Indenture”), among the Company, the guarantors named therein and the Notes Trustee.

The P-Caps Secured Notes will, if sold to the Trust, be guaranteed on a first-priority basis by each of the Company’s subsidiaries that guarantee indebtedness under the Revolving Credit Facility.

The P-Caps Secured Notes will, if sold to the Trust, be secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Revolving Credit Facility, which consists of a substantial portion of the property and assets owned by the Company and the guarantors.

The collateral securing the P-Caps Secured Notes will be released at the Company’s request if the senior unsecured long-term debt securities of the Company are rated investment grade by any two of the three rating agencies, subject to reversion if such rating agencies downgrade such rating below investment grade or withdraw such investment grade rating.

In connection with the issuance of the P-Caps, on August 29, 2023, the Company entered into a letter of credit facility agreement (the “LC Agreement”) with Deutsche Bank Trust Company Americas, as collateral agent (the “Collateral Agent”) and administrative agent, and certain financial institutions (the “LC Issuers”) for the issuance of letters of credit in an aggregate amount not to exceed $ 485 million.

The LC Agreement replaced the Company’s existing letter of credit facility agreement, effective August 29, 2023.

In addition, on August 29, 2023, the Trust entered into a pledge and control agreement (the “Pledge Agreement”), among the Company, the Trust and the Collateral Agent, under which the Company and the Trust agreed to grant a security interest over the Eligible Treasury Assets in favor of the Collateral Agent for the benefit of the LC Issuers.

Pursuant to the LC Agreement and the Pledge Agreement, the Collateral Agent is entitled to withdraw Eligible Treasury Assets in the amount of any drawn letters of credit issued pursuant to the LC Agreement from the Company's and the Trust’s pledged accounts, following notice to the Company, in the event the Company has failed to reimburse such drawn amounts and the LC Issuers have the right to instruct the Collateral Agent to enforce the pledge over the Eligible Treasury Assets upon the occurrence of any event of default under the LC Agreement.

In connection with the issuance of the P-Caps, on August 29, 2023, the Company entered into a letter of credit facility agreement with Deutsche Bank Trust Company Americas, as collateral agent and administrative agent, and certain financial institutions for the issuance of letters of credit in an aggregate amount not to exceed $ 485 million.

The facility is committed.

As of December 31, 2024, $ 480 million was issued under this facility.

Non-recourse Debt

The following are descriptions of certain indebtedness of NRG’s subsidiaries.

All of NRG's non-recourse debt is secured by the assets in the subsidiaries as further described below.

Acquired Vivint Smart Home Debt

On March 10, 2023, in connection with the Vivint Smart Home acquisition, Vivint Smart Home's indirect wholly owned subsidiary, APX Group, Inc.

("APX"), retained its 6.750 % senior secured notes due 2027, 5.750 % senior notes due 2029, senior secured term loan credit agreement and senior secured revolving credit facility.

Vivint Smart Home 2027 Senior Secured Notes

Vivint Smart Home has outstanding $ 600 million aggregate principal amount of 6.750 % senior secured notes due 2027 (the "Vivint Smart Home 2027 Senior Secured Notes").

The Vivint Smart Home 2027 Senior Secured Notes are senior secured obligations of APX and are guaranteed by APX Group Holdings, Inc., each of APX's existing and future wholly owned U.S.

restricted subsidiaries (subject to customary exclusions and qualifications) and Vivint Smart Home.

Interest on the Vivint Smart Home 2027 Senior Secured Notes is paid semi-annually in arrears on February 15 and August 15 until the maturity date of February 15, 2027.

Vivint Smart Home 2029 Senior Notes

Vivint Smart Home has outstanding $ 800 million aggregate principal amount of 5.750 % senior notes due 2029 (the "Vivint Smart Home 2029 Senior Notes").

The Vivint Smart Home 2029 Senior Notes are senior unsecured obligations of APX and are guaranteed by APX Group Holdings, Inc., each of APX's existing and future wholly owned U.S.

restricted subsidiaries (subject to customary exclusions and qualifications) and Vivint Smart Home.

Interest on the Vivint Smart Home 2029 Senior Notes is paid semi-annually in arrears on January 15 and July 15 until the maturity date of July 15, 2029.

Vivint Smart Home Senior Secured Credit Facilities

The Vivint Smart Home senior secured credit agreement (the “Vivint Smart Home Credit Agreement”) provides for (i) a term loan facility in an initial aggregate principal amount of $ 1.4 billion (the “Vivint Smart Home Term Loan Facility”, and the loans thereunder, the “Vivint Smart Home Term Loans”) and (ii) a revolving credit facility in an initial aggregate principal amount of $ 370 million (the “Vivint Smart Home Revolving Credit Facility,” and the loans thereunder, the “Vivint Smart Home Revolving Loans”).

All of APX’s obligations under the Vivint Smart Home Credit Agreement are guaranteed by APX Group Holdings, Inc.

and each of APX’s existing and future wholly-owned U.S.

restricted subsidiaries (subject to customary exclusions and qualifications).

The obligations under the Vivint Smart Home Credit Agreement are secured by a first priority (subject to certain customary permitted liens) perfected security interest in (i) substantially all of the present and future tangible and intangible assets of APX, and the guarantors, including without limitation equipment, subscriber contracts and communication paths, intellectual property, general intangibles, investment property, material intercompany notes and proceeds of the foregoing, subject to permitted liens and other customary exceptions, (ii) substantially all personal property of APX and the guarantors consisting of accounts receivable arising from the sale of inventory and other goods and services (including related contracts and contract rights, inventory, cash, deposit accounts, other bank accounts and securities accounts), inventory and intangible assets to the extent attached to the foregoing books and records of APX and the guarantors, and the proceeds thereof, subject to permitted liens and other customary exceptions, in each case held by APX and the guarantors and (iii) a pledge of all of the capital stock of APX, each of its subsidiary guarantors and each restricted subsidiary of APX and its subsidiary guarantors (subject to customary exclusions and qualifications), in each case other than certain excluded assets and subject to the limitations and exclusions provided in the applicable collateral documents.

The Vivint Smart Home Credit Agreement contains customary covenants, which, among other things, require APX to maintain a maximum first lien net leverage ratio when amounts outstanding under the Vivint Smart Home Revolving Facility exceed a certain threshold and restrict, subject to certain exceptions, APX and its restricted subsidiaries’ ability to:

• incur or guarantee additional debt or issue disqualified stock or preferred stock;

• pay dividends and make other distributions on, or redeem or repurchase, capital stock;

• make certain investments;

• incur certain liens;

• enter into transactions with affiliates;

• merge or consolidate;

• materially change the nature of their business;

• enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to APX or grant liens on their assets;

• designate restricted subsidiaries as unrestricted subsidiaries;

• amend, prepay, redeem or purchase certain material contractually subordinated debt;

• transfer or sell certain assets.

On June 9, 2023, Vivint Smart Home entered into an amendment to the Vivint Smart Home Credit Agreement which transitioned the benchmark rate applicable to the Vivint Smart Home Term Loans and the Vivint Smart Home Revolving Loans from LIBOR to SOFR.

As of December 31, 2023, the aggregate outstanding principal amount of the Vivint Term Loans was $ 1.3 billion.

As of December 31, 2023, Vivint Smart Home had no outstanding borrowings under the Vivint Smart Home Revolving Credit Facility.

Vivint Smart Home Notes Early Redemption

2027 Senior Secured Notes

APX may redeem some or all of the 2027 Senior Secured Notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period Redemption Percentage

February 15, 2024 to February 14, 2025 101.688 %

February 15, 2025 and thereafter 100.000 %

2029 Senior Notes

At any time prior to July 15, 2024 and from time to time, APX may redeem the notes in whole or in part, at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium.

The premium is the greater of:

(i) 1 % of the principal amount of the note;

and (ii) the excess , if any, of (a) the present value at such redemption date of (i) the redemption price of such note at July 15, 2024, plus (ii) interest payments due on the note through July 15, 2024 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50 % over the then outstanding principal amount of such note.

In addition, on or after July 15, 2024, APX may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period Redemption Percentage

July 15, 2024 to July 14, 2025 102.875 %

July 15, 2025 to July 14, 2026 101.438 %

July 15, 2026 and thereafter 100.100 %

As of December 31, 2024, such non-recourse debt is no longer outstanding.

Vivint Secured Notes Tender Offer

On October 30, 2024, in connection with APX Group, Inc.’s previously announced offer to purchase for cash (the “Tender Offer”) any and all of APX Group, Inc.’s outstanding 6.750 % senior secured notes due 2027 (the “Vivint 6.750 % Senior Secured Notes due 2027”), APX Group, Inc.

purchased $ 589 million in aggregate principal amount of the Vivint 6.750 % Senior Secured Notes due 2027 that had been validly tendered for $ 600 million, which included the payment of $ 8 million of accrued interest.

On November 8, 2024, APX Group, Inc.

redeemed the remaining $ 11 million in aggregate principal amount of the Vivint 6.750 % Senior Secured Notes due 2027 that remained outstanding following the Tender Offer.

The price for the Vivint 6.750 % Senior Secured Notes due 2027 was 100.411 %.

In connection with the redemptions, a $ 13 million loss on debt extinguishment was recorded, which included the write-off of previously deferred financing costs and other fees of $ 1 million.

Vivint Unsecured Notes Exchange Offer

In connection with the Company’s offer to exchange (the “Exchange Offer”) for a ny and all outstanding 5.750 % Senior Notes due 2029 (the “Vivint 5.750 % Senior Notes due 2029”) issued by APX Group, Inc.

for the New NRG 5.750 % Senior Notes due 2029 and cash, NRG accepted tenders with respect to $ 798 million aggregate principal amount of the Vivint 5.750 % Senior Notes due 2029, that were tendered on or prior to the early tender date.

In connection with the redemptions, a $ 90 million loss on debt extinguishment was recorded.

On October 30, 2024, the Company issued the New NRG 5.750 % Senior Notes due 2029 in an aggregate principal amount of $ 798 million in connection with the Exchange Offer.

On November 14, 2024, APX Group, Inc.

redeemed the $ 2 million of the Vivint 5.750 % Senior Notes due 2029 that remained outstanding following the Exchange Offer.

The redemption price was equal to 102.875 % of the aggregate principal amount.

Vivint Term Loan

On April 10, 2024, the Company’s wholly-owned indirect subsidiary, Vivint, entered into the Second Amendment to the Vivint Credit Agreement with, among others, the Vivint Agent, and certain financial institutions, as lenders, which amended the Vivint Credit Agreement in order to (i) reprice its term loan B facility (the term loans thereunder, the “Vivint Term Loans”) and (ii) make certain other modifications to the Vivint Credit Agreement as set forth therein.

At Vivint’s election, the Vivint Term Loans bear interest at a rate per annum equal to either (1) a fluctuating rate equal to the highest of (A) the rate published by the Federal Reserve Bank of New York in effect on such day, plus 0.50 %, (B) the rate of interest per annum publicly announced from time to time by The Wall Street Journal as the “Prime Rate” in the United States, and (C) a rate of one-month Term SOFR (as defined in the Vivint Credit Agreement), (after giving effect to any floor applicable to Term SOFR) plus 1.00 %, in each case, plus a margin of 1.75 %, or (2) Term SOFR (as defined in the Vivint Credit Agreement) (which Term SOFR shall not be less than 0.50 %) for a one-, three- or six-month interest period (or such other period as agreed to by the Vivint Agent and the lenders, as selected by Vivint), plus a margin of 2.75 %.

On October 30, 2024, the Company repaid in full the outstanding Vivint Term Loans of approximately $ 1.3 billion and terminated the revolving credit facility under the Vivint Credit Agreement.

In connection with the repayment, an $ 18 million loss on debt extinguishment was recorded, which included the write-off of previously deferred financing costs and other fees of $ 2 million.

Note 13 — Asset Retirement Obligations

1 unchanged sentence

In addition, the Company has also identified conditional AROs for asbestos removal and disposal, which are specific to certain power generation operations.

Following the sale of the Company's 44 % equity interest in STP on November 1, 2023, the Company no longer has asset retirement obligations related to nuclear decommissioning.

Prior to the sale, accretion for the nuclear decommissioning ARO and amortization of the related ARO asset were recorded to the Nuclear Decommissioning Trust Liability and were not included in net income, consistent with regulatory treatment per ASC 980, Regulated Operations .

The following table represents the balance of ARO obligations as of December 31, 2023 and 2022, along with the activity related to the Company's ARO obligations for the year ended December 31, 2023:

(In millions) Nuclear Decommission Other (a)

The following table presents the balance of ARO obligations as of December 31, 2024 and 2023, along with the activity related to the Company's ARO obligations for the year ended December 31, 2024:

(In millions) Total (a)

Balance as of December 31, 2023 $ 407

Revisions in estimates for current obligations 6

Additions — 13 13

Spending for current obligations ( 35 )

Accretion 16 23 39

Dispositions ( 343 ) ( 8 ) ( 351 )

Balance as of December 31, 2024 $ 409

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The NRG Pension Plan was frozen for non-union employees on December 31, 2018.

The Pension Plan for Employees of DEML is closed to new participants.

NRG expects to contribute $ 43 million to the Company's pension plans in 2024, of which $ 23 million relates to the GenOn plan.

In 2024, the Company commenced the termination process for the defined benefit component of the Pension Plan for Employees of DEML and expects to complete the transaction in 2025.

NRG expects to contribute $ 16 million to the Company's pension plans in 2025.

NRG Defined Benefit Plans

8 unchanged sentences

Curtailment and special termination benefits (income)/expense ( 6 ) ( 1 ) 14

Net periodic benefit cost/(credit) $ 21 $ 18 $ ( 27 )

Net periodic benefit cost $ — $ 21 $ 18

Year Ended December 31,

4 unchanged sentences

Amortization of unrecognized net loss ( 1 ) 1 2

Curtailment expense — — 1

Net periodic benefit credit $ ( 1 ) $ ( 3 ) $ ( 4 )

8 unchanged sentences

Employee and retiree contributions — — 3 4

Annuity purchase settlement ( 50 ) — — —

Curtailment and special termination benefit loss — ( 2 ) — ( 1 )

6 unchanged sentences

Employer contributions 38 2 7 7

Annuity purchase settlement ( 50 ) — — —

Benefit payments ( 83 ) ( 89 ) ( 10 ) ( 11 )

3 unchanged sentences

$ ( 134 ) $ ( 172 ) $ ( 70 ) $ ( 75 )

During the year ended December 31, 2023, the actuarial loss of $ 22 million on pension benefits was primarily driven by decreasing discount rates.

During the year ended December 31, 2024, the actuarial gain of $ 35 million on pension benefits was primarily driven by increasing discount rates.

During the year ended December 31, 2023, the actuarial loss of $ 22 million on pension benefits was primarily driven by decreasing discount rates.

Amounts recognized in NRG's balance sheets were as follows:

17 unchanged sentences

Amortization of net actuarial loss ( 2 ) ( 6 ) 1 ( 1 )

Settlement (gain)/loss 6 — — —

Amortization of prior service cost — — 3 8

18 unchanged sentences

Identical Assets

(Level 1) Significant

Observable Inputs

(Level 2) Total

Common/collective trust investment — U.S.

16 unchanged sentences

Identical Assets

(Level 1) Significant

Observable Inputs

(Level 2) Total

Common/collective trust investment — U.S.

77 unchanged sentences

2030-2034 336 28 2

STP Defined Benefit Plans

STPNOC, which operates and maintains STP, provides its employees a defined benefit pension plan, as well as postretirement health and welfare benefits.

Although NRG did not sponsor the STP plan, it reimbursed STPNOC for 44 % of the contributions made towards its retirement plan obligations.

For the years ended December 31, 2023 and December 31, 2022, NRG reimbursed STPNOC $ 3 million and $ 18 million, respectively, for its contribution to the plans.

On November 1, 2023, the Company closed on the sale of its 44 % equity interest in STP.

Following the sale, the Company is no longer responsible for further reimbursements to the STP pension plan.

The Company recognized the following in its statement of financial position, statement of operations and accumulated OCI related to its former 44 % interest in STP:

As of December 31,

Pension Benefits Other Postretirement Benefits

(In millions) 2022 2022

Funded status — STPNOC benefit plans $ ( 7 ) $ ( 13 )

Net periodic benefit cost/(credit) 2 ( 4 )

Other changes in plan assets and benefit obligations recognized in other comprehensive income

Defined Contribution Plans

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Balance as of December 31, 2022 — 423,897,001 ( 194,335,971 ) 229,561,030

Issuance of Series A Preferred Stock 650,000 — — —

Shares issued under ESPP — — 191,249 191,249

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Share repurchases — — ( 22,730,940 ) ( 22,730,940 )

Retirement of treasury stock — ( 157,676,142 ) 157,676,142 —

Balance as of December 31, 2023 650,000 267,330,470 ( 59,199,520 ) 208,130,950

Issuance of Series A Preferred Stock 650,000 — — —

Shares issued under ESPP — — 242,070 242,070

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Share repurchases — — ( 11,725,563 ) ( 11,725,563 )

Partial settlement of Capped Call Options — — ( 2,588 ) ( 2,588 )

Retirement of treasury stock — ( 64,225,546 ) 64,225,546 —

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Retirement of treasury stock — ( 1,028,193 ) 1,028,193 —

Balance as of February 1, 2024 650,000 267,220,532 ( 59,199,520 ) 208,021,012

Balance as of January 31, 2025 650,000 204,576,861 ( 6,508,285 ) 198,068,576

As of December 31, 2024, NRG had 25,400,076 shares of common stock reserved for the maximum number of shares potentially issuable based on the conversion and redemption features of the long-term incentive plans.

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In 2022, 2023 and 2024, NRG increased the annual dividend on its common stock to $ 1.40 , $ 1.51 and $ 1.63 per share, respectively, representing an 8 % increase each year.

The long-term capital allocation policy targets an annual dividend growth rate of 7 %- 9 % per share in subsequent years.

Beginning in the first quarter of 2024, NRG will increase the annual dividend by 8 % to $ 1.63 per share.

Beginning in the first quarter of 2025, NRG will increase the annual common stock dividend by 8 % to $ 1.76 per share.

The long-term capital allocation policy targets an annual common stock dividend growth rate of 7 %- 9 % per share in subsequent years.

The Company's common stock dividends are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations.

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An exercise date occurs each September 30 and March 31.

On April 27, 2023, NRG stockholders approved the adoption of the Amended and Restated Employee Stock Purchase Plan, effective April 1, 2023, which included a reduction in the price at which eligible employees may purchase shares of NRG common stock from 95 % to 90 % of the fair market value of the shares on the applicable date.

NRG stockholders also approved an increase of 4,400,000 shares available for the issuance under the ESPP.

As of December 31, 2024, there remained 6,460,055 shares of treasury stock reserved for issuance under the ESPP.

Share Repurchases

Share repurchases in 2021 and 2022 were made under the December 6, 2021 $ 1 billion authorization, as part of NRG’s capital allocation policy.

On June 22, 2023, following the acquisition of Vivint Smart Home, NRG revised its long-term capital allocation policy to target allocating approximately 80 % of cash available for allocation, after debt reduction, to be returned to shareholders.

During the year ended December 31, 2022, the Company completed $ 595 million of share repurchases at an average price per share of $ 40.48 .

In June 2023, NRG revised its long-term capital allocation policy to target allocating approximately 80 % of cash available for allocation, after debt reduction, to be returned to shareholders.

As part of the revised capital allocation framework, the Company announced an increase to its share repurchase authorization to $ 2.7 billion, to be executed through 2025.

On November 6, 2023, the Company executed Accelerated Share Repurchase agreements to repurchase a total of $ 950 million of NRG's outstanding common stock.

Under the ASR agreements, the Company paid a total of $ 950 million and will receive shares of NRG's common stock on specified settlement dates.

The total number of shares purchased pursuant to the ASR agreements will generally be based on the volume-weighted average prices of NRG's common stock during the term of each ASR agreement, less a discount.

The Company received initial shares of 4,494,224 on November 8, 2023 and an additional 13,181,918 shares on December 27, 2023, which were recorded in treasury stock at fair value based on the volume-weighted average closing prices of $ 833 million, with the remaining $ 117 million recorded in additional paid in capital, representing the value of the forward contracts to purchase additional shares.

On January 30, 2024, an additional 770,205 shares were delivered.

The ASR period will end in March of 2024 and additional shares may be delivered upon final settlement of the remaining agreements.

The total number of shares delivered and the average price paid for all of the shares delivered under the ASR agreements will be determined at the end of the ASR period.

During the year ended December 31, 2023, the Company completed $ 1.2 billion of share repurchases under the $ 2.7 billion authorization, including $ 950 million through the ASR and $ 200 million through open market repurchases at an average price of $ 39.56 .

As of February 1, 2024, $ 1.5 billion is remaining under the $ 2.7 billion authorization.

The following table summarizes the share repurchases made from 2021 through February 1, 2024:

In October 2024, the Board of Directors authorized an additional $ 1.0 billion for share repurchases as part of the existing share repurchase authorization.

As of January 31, 2025, $ 1.5 billion is remaining under the $ 3.7 billion authorization.

The following table summarizes the share repurchases made under the $ 3.7 billion authorization through January 31, 2025:

Total number of shares purchased Average price paid per share Amounts paid for shares purchased (in millions)

2023 Repurchases:

Open market repurchases (a)

1,084,752 $ 40.85 $ 44

2022 Repurchases:

Open market repurchases

5,054,798 $ 39.56 $ 200

Repurchases made under the accelerated share repurchase agreements 17,676,142 (a) 950

Total Share Repurchases during 2023 22,730,940 1,150 (b)

2024 Repurchases:

Repurchases made under the accelerated share repurchase agreements 1,163,230 (a) —

Open market repurchases

10,562,333 87.57 925

Repurchases made under the accelerated share repurchase agreements (b)

Total Share Repurchases during 2024 11,725,563 925 (c)

Repurchases made subsequent to December 31, 2024 thru January 31, 2025

1,076,423 101.07 109

Total Share Repurchases during 2023 22,730,940 (e) $ 1,150 (c)

Repurchases made subsequent to December 31, 2023 under the accelerated share repurchase agreements (d)

Total Share Repurchases January 1, 2023 through February 1, 2024 23,501,145 (e) $ 1,150

(a) Includes $ 5 million accrued as of December 31, 2021

(b) Initial and interim shares delivered under the November 6, 2023 accelerated share repurchase agreements

(d) Additional shares delivered under the November 6, 2023 accelerated share repurchase agreements

(e) The total number of shares delivered and the average price per share under the ASR agreements will be determined at the end of the ASR period

Total Share Repurchases made under the $ 3.7 billion authorization

35,532,926 $ 61.46 $ 2,184

(a) Under the November 6, 2023 ASR, the Company received a total of 18,839,375 shares for an average price per share of $ 50.43 , excluding the impact of the excise tax incurred.

See discussion below for further information of the ASR agreements

(b) Excludes $ 10 million of excise tax accrued in 2023 which was paid in 2024

On November 6, 2023, the Company executed Accelerated Share Repurchase agreements to repurchase a total of $ 950 million of NRG's outstanding common stock based on volume-weighted average prices.

The Company received 17,676,142 shares in the fourth quarter of 2023, which were recorded in treasury stock at fair value based on the volume-weighted average closing prices of $ 833 million, with the remaining $ 117 million recorded in additional paid in capital, representing the value of the forward contracts to purchase additional shares.

During the first quarter of 2024, the Company received an additional 1,163,230 shares pursuant to the ASR agreements.

Upon receipt of the final shares, the Company transferred the $ 117 million from additional paid-in-capital to treasury stock.

Retirement of Treasury Stock

In the fourth quarter of 2023, the Company retired 157,676,142 shares of treasury stock.

During the years ended December 31, 2024 and 2023, the Company retired shares of treasury stock as detailed below.

These retired shares are now included in NRG's pool of authorized but unissued shares.

The retired stock had a carrying value of approximately $ 5.0 billion.

The Company's accounting policy upon the formal retirement of treasury stock is to deduct its par value from common stock and to reflect any excess of cost over par value as a deduction from additional paid-in capital.

Total number of treasury shares retired Average price per share Carrying value of treasury shares retired (in millions)

Shares retired during the year ended December 31, 2023 157,676,142 $ 31.77 $ 5,009

Shares retired during the year ended December 31, 2024 64,225,546 $ 41.07 $ 2,638

Capped Call Options

During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties (the "Capped Calls").

The Capped Calls each have a strike price of $ 40.94 per share, subject to certain adjustments, which correspond to the conversion price of the Convertible Senior Notes as of December 31, 2024.

The Capped Calls have a cap price of $ 249.00 per share, subject to certain adjustments, and effectively lock in a conversion premium of $ 257 million on the remaining $ 232 million balance of the Convertible Senior Notes.

The options will expire on June 1, 2025 if not exercised.

The Capped Calls are separate transactions and not part of the terms of the Convertible Senior Notes.

As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders' equity.

The option price of $ 257 million incurred in connection with the Capped Calls, of which $ 253 million was recorded as a reduction to additional paid-in capital and a $ 4 million loss was recorded to other income, net to account for the change in the value of the Capped

Calls during the calculation period which began on May 31, 2024 and concluded on June 28, 2024.

The option price will be payable upon the earlier of settlement and expiration of the applicable Capped Calls.

Preferred Stock

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The Series A Preferred Stock is not convertible into or exchangeable for any other securities or property and has limited voting rights.

The Series A Preferred Stock may be redeemed, in whole or in part, on one or more occasions, at the option of the

Company at any time after March 15, 2028 ("Series A First Reset Date") and in certain other circumstances prior to the Series A First Reset Date.

The Series A Preferred Stock may be redeemed, in whole or in part, on one or more occasions, at the option of the Company at any time after March 15, 2028 ("Series A First Reset Date") and in certain other circumstances prior to the Series A First Reset Date.

The Series A Preferred Stock has a liquidation preference of $ 1,000 per share, plus accumulated but unpaid dividends.

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Cumulative cash dividends on the Series A Preferred Stock are payable semiannually, in arrears, on each March 15 and September 15, when, as and if declared by the Board of Directors.

In September 2023, the Company declared and paid a semi-annual dividend of $ 52.96 per share on its outstanding Series A Preferred Stock, totaling $ 34 million.

In March and September 2024, the Company declared and paid semi-annual dividends of $ 51.25 per share on its outstanding Series A Preferred Stock, each totaling $ 33 million.

In September 2023, the Company declared and paid a semi-annual dividend of $ 52.96 per share, totaling $ 34 million.

Note 16 — Investments Accounted for by the Equity Method and Variable Interest Entities

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Interest Investment Balance

Gladstone 37.5 % $ 34

Gladstone (a)

Midway-Sunset Cogeneration Company 50.0 % 11

Total equity investments in affiliates $ 45

(a) As of December 31, 2024, the carrying value of NRG's equity method investment was $ 39 million lower than the underlying net assets of the investee.

The basis difference is being amortized into net income over the remaining estimated useful lives of the underlying net assets.

For the year ended December 31, 2024, the Company recorded $ 7 million of impairment losses on Gladstone.

Refer to Note 10, Asset Impairments

The following table summarizes the undistributed earnings from NRG's equity method investments as of December 31, 2024:

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NRG's investment in Gladstone was $ 34 million as of December 31, 2024.

Entities that are Consolidated

Variable Interest Entities that are Consolidated

The Company has a controlling financial interest that has been identified as a VIE under ASC 810 in NRG Receivables LLC, which has entered into financing transactions related to the Receivables Facility as further described in Note 12, Long-term Debt and Finance Leases.

The summarized financial information for the Company's consolidated VIEs consisted of the following:

The summarized financial information for the Company's consolidated VIE consisted of the following:

(In millions) December 31, 2024 December 31, 2023

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Net assets $ 2,247 $ 1,388

Note 18 — (Loss)/Income Per Share

Basic (loss)/income per common share is computed by dividing net (loss)/income less cumulative dividends attributable to preferred stock by the weighted average number of common shares outstanding.

Note 17 — Income/(Loss) Per Share

Basic income/(loss) per common share is computed by dividing net income/(loss) less cumulative dividends attributable to preferred stock by the weighted average number of common shares outstanding.

Shares issued and treasury shares repurchased during the year are weighted for the portion of the year that they were outstanding.

Diluted (loss)/income per share is computed in a manner consistent with that of basic (loss)/income per share, while giving effect to all potentially dilutive common shares that were outstanding during the period.

Dilutive effect for equity compensation and other equity instruments — The relative performance stock units, non-vested restricted stock units, market stock units and non-qualified stock options are not considered outstanding for purposes of computing basic (loss)/income per share.

However, these instruments are included in the denominator for purposes of computing diluted (loss)/income per share under the treasury stock method for periods when there is net income.

Diluted income/(loss) per share is computed in a manner consistent with that of basic income/(loss) per share, while giving effect to all potentially dilutive common shares that were outstanding during the period when there is net income.

Dilutive effect for equity compensation and other equity instruments — The relative performance stock units and non-vested restricted stock units are not considered outstanding for purposes of computing basic income/(loss) per share.

However, these instruments are included in the denominator for purposes of computing diluted income/(loss) per share under the treasury stock method for periods when there is net income.

The Convertible Senior Notes are convertible, under certain circumstances, into cash or combination of cash and Company’s common stock.

Prior to adoption of ASU 2020-06, there was no dilutive effect for the Convertible Senior Notes due to the Company’s expectation to settle the liability in cash.

Upon adoption of ASU 2020-06, on January 1, 2022, the Company is including the potential share settlements, if any, in the denominator for purposes of computing diluted (loss)/income per share under the if converted method for periods when there is net income.

The Company is including the potential share settlements, if any, in the denominator for purposes of computing diluted income/(loss) per share under the if converted method for periods when there is net income.

The potential shares settlements are calculated as the excess of the Company's conversion obligation over the aggregate principal amount (which will be settled in cash), divided by the average share price for the period.

For the year ended December 31, 2023, there was no dilutive effect for the Convertible Senior Note since there was a net loss.

For the year ended December 31, 2022, there was no dilutive effect for the Convertible Senior Notes since there were no potential share settlements for the period.

The reconciliation of NRG's basic and diluted (loss)/income per share is shown in the following table:

The reconciliation of NRG's basic and diluted income/(loss) per share is shown in the following table:

Year Ended December 31,

(In millions, except per share amounts) 2024 2023 2022

Basic and diluted (loss)/income per share:

Net (loss)/income $ ( 202 ) $ 1,221 $ 2,187

Basic income/(loss) per share:

Net income/(loss) $ 1,125 $ ( 202 ) $ 1,221

Cumulative dividends attributable to Series A Preferred Stock 67 54 —

(Loss)/Income Available to Common Stockholders

Income/(Loss) Available to Common Stockholders

$ 1,058 $ ( 256 ) $ 1,221

Weighted average number of common shares outstanding - basic and diluted 228 236 245

(Loss)/Income per weighted average common share — basic and diluted $ ( 1.12 ) $ 5.17 $ 8.93

As of December 31, 2023, the Company had 6 million of outstanding equity instruments that are anti-dilutive and were not included in the computation of the Company's diluted loss per share.

As of December 31, 2022 and 2021, the Company had an insignificant number of outstanding equity instruments that are anti-dilutive and were not included in the computation of the Company’s diluted income per share.

Weighted average number of common shares outstanding - basic 206 228 236

Income/(Loss) per weighted average common share — basic $ 5.14 $ ( 1.12 ) $ 5.17

Diluted income/(loss) per share:

Net income/(loss) $ 1,125 $ ( 202 ) $ 1,221

Cumulative dividends attributable to Series A Preferred Stock 67 54 —

Income/(Loss) Available to Common Stockholders $ 1,058 $ ( 256 ) $ 1,221

Weighted average number of common shares outstanding - basic 206 228 236

Incremental shares attributable to the issuance of equity compensation (treasury stock method)

Incremental shares attributable to the potential share settlement of Convertible Senior Notes (if converted method) 3 — —

Weighted average number of common shares outstanding - diluted 212 228 236

Income/(Loss) per weighted average common share — diluted $ 4.99 $ ( 1.12 ) $ 5.17

As of December 31, 2024 and 2022, the Company had an insignificant number of outstanding equity instruments that were anti-dilutive and were not included in the computation of the Company’s diluted income per share.

As of December 31, 2023, the Company had 6 million of outstanding equity instruments that were anti-dilutive and were not included in the computation of the Company’s diluted loss per share.

Note 18 — Segment Reporting

The Company’s segment structure reflects how management makes financial decisions and allocates resources.

The Company manages its operations based on the combined results of the retail and wholesale generation businesses with a geographical focus.

Vivint Smart Home operations are reported within the Vivint Smart Home segment.

NRG's chief operating decision maker, its interim chief executive officer, evaluates the performance of its segments based on operational measures including adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, free cash flow and allocation of capital, as well as net income/(loss).

The Company manages its operations based on the combined results of the retail, wholesale and generation businesses with a geographical focus except for Vivint Smart Home operations which are reported within the Vivint Smart Home segment.

Corporate represents the corporate business activities, and corporate shared services, to support the Company’s operating segments.

Beginning in the fourth quarter of 2024, Corporate now includes interest expense related to its consolidated debt financing activities and income tax expense related to its consolidated U.S.

federal, foreign and state income taxes conforming to the way the Company internally manages and monitors the business.

Prior periods amounts have been recast for comparative purposes to reflect this change, which had no impact on the Company’s consolidated financial position, results of operations, and cash flows.

The accounting policies of the segments are the same as those applied in the consolidated financial statements as disclosed in Note 2, Summary of Significant Accounting Policies .

NRG's chief operating decision maker ("CODM"), its chief executive officer, uses more than one measure to evaluate the performance of its segments and allocate resources, including net income/(loss) and various non-GAAP financial measures such as adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA.

Net income/(loss) and Adjusted EBITDA are used to review business performance and allocate resources as it provides a clearer view of segment profitability by focusing on operational performance.

Additionally, operating expenses’ impact on each operating segment results are analyzed.

On a monthly basis, Adjusted EBITDA is compared against the budget, latest forecast, and prior period.

The Company had no customer that comprised more than 10% of the Company's consolidated revenues during the years ended December 31, 2024, 2023 and 2022.

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For the Year Ended December 31, 2024

(In millions) Texas East West/Services/Other Vivint Smart Home (a)

Corporate (b)

(In millions) Texas East West/Services/Other Vivint Smart Home Corporate (a)

$ 10,653 $ 11,707 $ 3,886 $ 1,932 $ — $ ( 48 ) $ 28,130

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Total operating cost and expenses 10,115 9,904 4,017 1,804 122 ( 48 ) 25,914

Gain on sale of assets 1,319 259 — — — — 1,578

(Loss)/gain on sale of assets ( 4 ) 3 209 — — — 208

Operating income/(loss) 534 1,806 78 128 ( 122 ) — 2,424

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Other income, net — ( 1 ) 6 ( 15 ) 54 — 44

Gain on debt extinguishment — — — — 109 — 109

Loss on debt extinguishment — — — — ( 382 ) — ( 382 )

Interest expense — — — — ( 651 ) — ( 651 )

Income/(loss) before income taxes 534 1,805 97 113 ( 1,101 ) — 1,448

Income tax (benefit)/expense (c)

— — ( 111 ) ( 32 ) 132 — ( 11 )

Income tax expense — — — — 323 — 323

Net income/(loss) $ 534 $ 1,805 $ 97 $ 113 $ ( 1,424 ) $ — $ 1,125

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Total assets $ 6,925 $ 8,021 $ 2,254 $ 6,624 $ 15,543 $ ( 15,345 ) $ 24,022

(a) Includes results of operations following the acquisition date of March 10, 2023

(b) Inter-segment sales and inter-segment net derivative gains and losses included in revenues

(a) Inter-segment sales and inter-segment net derivative gains and losses included in revenues

$ 22 $ — $ 18 $ 8 $ — $ — $ 48

(c) Consolidated domestic federal and state income taxes are recorded to the Corporate segment, except for Vivint Smart Home which is recorded directly to the Vivint Smart Home segment.

West/Services/Other amounts represent foreign income taxes

For the Year Ended December 31, 2023

(In millions) Texas East West/Services/Other Corporate (a)

(In millions) Texas East West/Services/Other Vivint Smart Home (a)

Corporate (b)

$ 10,476 $ 12,547 $ 4,281 $ 1,549 $ — $ ( 30 ) $ 28,823

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Total operating cost and expenses 8,703 14,532 5,140 1,503 169 ( 30 ) 30,017

Gain/(loss) on sale of assets 10 — 45 ( 3 ) — 52

Gain on sale of assets 1,319 259 — — — — 1,578

Operating income/(loss) 3,092 ( 1,726 ) ( 859 ) 46 ( 169 ) — 384

Equity in (losses)/earnings of unconsolidated affiliates ( 2 ) — 8 — — 6

Equity in earnings of unconsolidated affiliates — — 16 — — — 16

Impairment losses on investments — — ( 102 ) — — — ( 102 )

Other income, net 2 ( 1 ) 1 ( 15 ) 60 — 47

Gain on debt extinguishment — — — — 109 — 109

Interest expense — — — — ( 667 ) — ( 667 )

Income/(loss) before income taxes 3,094 ( 1,727 ) ( 944 ) 31 ( 667 ) — ( 213 )

Income tax expense (b)

— 1 57 384 — 442

Income tax benefit — — — — ( 11 ) — ( 11 )

Net income/(loss) $ 3,094 $ ( 1,727 ) $ ( 944 ) $ 31 $ ( 656 ) $ — $ ( 202 )

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Goodwill 643 721 221 3,494 — — 5,079

Total assets $ 11,475 $ 19,526 $ 8,139 $ 35,780 $ ( 45,774 ) $ 29,146

(a) Inter-segment sales and inter-segment net derivative gains and losses included in revenues

Total assets (c)

$ 8,236 $ 13,712 $ 3,612 $ 6,619 $ 20,357 $ ( 26,498 ) $ 26,038

(b) Consolidated domestic federal and state income taxes are recorded to the Corporate segment.

West/Services/Other amounts represent foreign income taxes

(a) Includes results of operations following the acquisition date of March 10, 2023

(b) Inter-segment sales and inter-segment net derivative gains and losses included in revenues

$ 5 $ 9 $ 16 $ — $ — $ — $ 30

For the Year Ended December 31, 2022

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Total operating cost and expenses 8,805 16,445 4,193 117 17 29,577

Gain on sale of assets 19 — 17 211 — 247

Gain/(loss) on sale of assets 10 — 45 ( 3 ) — 52

Operating income 1,262 318 558 ( 120 ) — 2,018

1 unchanged sentence

Other income, net 4 1 1 50 — 56

Loss on debt extinguishment — — — ( 77 ) — ( 77 )

Interest expense — — — ( 417 ) — ( 417 )

Income/(loss) before income taxes 1,264 319 567 ( 487 ) — 1,663

Income tax expense (b)

— — 19 653 — 672

Income tax expense — — — 442 — 442

Net income/(loss) $ 1,264 $ 319 $ 567 $ ( 929 ) $ — $ 1,221

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$ 4 $ ( 26 ) $ 5 $ — $ — $ ( 17 )

(b) Consolidated domestic federal and state income taxes are recorded to the Corporate segment.

West/Services/Other amounts represent foreign income taxes

Note 19 — Income Taxes

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Total — deferred 181 ( 109 ) 371

Total income tax (benefit)/expense $ ( 11 ) $ 442 $ 672

Total income tax expense/(benefit) $ 323 $ ( 11 ) $ 442

Effective income tax rate 22.3 % 5.2 % 26.6 %

The IRA enacted on August 16, 2022, introduced new provisions including a 15% corporate alternative minimum tax and a 1% excise tax on net share repurchases with both taxes effective beginning in fiscal year 2023 for NRG.

There is no impact on the Company's provision for income taxes from the CAMT for the year ended December 31, 2023.

The Company will reevaluate the impact of the corporate alternative minimum tax upon the potential release of guidance by the U.S.

Treasury and the IRS regarding the treatment of unrealized gains and losses on derivative instruments.

The following represented the domestic and foreign components of income before income taxes:

On September 12, 2024, Treasury and the IRS released proposed regulations that provide guidance on the application of the CAMT.

The proposed regulations allow the exclusion of unrealized mark-to-market gains and losses, related to qualified hedge transactions, from adjusted financial statement income.

The Company will continue to evaluate the applicable corporation status and the impact of the CAMT based on the proposed guidance.

As of December 31, 2024, NRG as an applicable corporation is subject to the CAMT, and has reflected the impact in its current and deferred taxes.

There is no impact on the Company’s provision for income taxes from the CAMT as of December 31, 2024.

The following represented the domestic and foreign components of income/(loss) before income taxes:

Year Ended December 31,

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(In millions, except effective income tax rate) 2024 2023 2022

(Loss)/Income before income taxes $ ( 213 ) $ 1,663 $ 2,859

Income/(Loss) before income taxes $ 1,448 $ ( 213 ) $ 1,663

Tax at federal statutory tax rate 304 ( 45 ) 349

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Changes in state valuation allowances ( 110 ) 42 ( 3 )

Nondeductible loss on Convertible Senior Notes repurchases 56 — —

Permanent differences 23 31 17

Stock compensation ( 19 ) — —

Recognition of uncertain tax benefits 1 12 8

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Carbon capture tax credits — — ( 19 )

Income tax (benefit)/expense $ ( 11 ) $ 442 $ 672

Income tax expense/(benefit) $ 323 $ ( 11 ) $ 442

Effective income tax rate 22.3 % 5.2 % 26.6 %

For the year ended December 31, 2024, NRG's effective income tax rate was higher than the federal statutory tax rate of 21% primarily due to permanent differences and state tax expense partially offset by tax benefits from the revaluation of state deferred tax assets, and decrease of certain state valuation allowances.

For the year ended December 31, 2023, NRG's effective income tax rate was lower than the federal statutory tax rate of 21% primarily due to permanent differences and changes in state valuation allowances.

For the year ended December 31, 2022, NRG's effective income tax rate was higher than the federal statutory tax rate of 21% primarily due to state tax expense partially offset by the recognition of carbon capture tax credits.

For the year ended December 31, 2021, NRG's effective income tax rate was higher than the federal statutory tax rate of 21% primarily due to state tax expense partially offset by tax benefits from the revaluation of state deferred tax assets, valuation allowance, and settlements of uncertain tax positions.

The temporary differences, which gave rise to the Company's deferred tax assets and liabilities consisted of the following:

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Net deferred tax asset $ 2,055 $ 2,229

The primary drivers for the increase in the net deferred tax asset from $ 1.7 billion as of December 31, 2022 to $ 2.2 billion as of December 31, 2023 is due to unrealized mark-to-market book losses and deferred revenues, partially offset by capitalized contract costs and a step-up in basis of book intangibles associated with the acquisition of Vivint Smart Home.

The primary drivers for the decrease in the net deferred tax asset from $ 2.2 billion as of December 31, 2023 to $ 2.1 billion as of December 31, 2024 is due to utilization of net operating losses, partially offset by the decrease of certain state valuation allowances.

Deferred tax assets and valuation allowance

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Taxes Receivable and Payable

As of December 31, 2023, NRG recorded a current federal payable of $ 20 million, a current net state payable of $ 3 million and a current net foreign receivable of $ 7 million.

As of December 31, 2024, NRG recorded a current federal payable of $ 1 million, a current net state receivable of $ 1 million and a current net foreign receivable of $ 8 million.

Uncertain tax benefits

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The Company recognizes interest and penalties related to uncertain tax benefits in income tax expense.

The Company recognized $ 1 million of interest expense for the year ended December 31, 2023, $ 1 million for the year ended 2022 and an immaterial amount for the year ended 2021.

The Company recognized $ 2 million of interest expense for the year ended December 31, 2024, and $ 1 million for the years ended December 31, 2023 and 2022.

As of December 31, 2024 and 2023, NRG had cumulative interest and penalties related to these uncertain tax benefits of $ 5 million and $ 3 million, respectively.

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Increase due to acquired balance from Vivint Smart Home — 23

Settlements, payments and statute closure ( 28 ) —

Uncertain tax benefits as of December 31 $ 57 $ 73

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RPSUs are restricted grants where the quantity of shares increases and decreases alongside the Company's Total Shareholder Return ("TSR"), relative to the TSR of the Company's current proxy peer group and the total returns of select indexes, or Peer Group.

For RPSU's granted in 2022 and forward, the peer group consists of the companies that comprise the Standard & Poor’s 500 Index on the first day of the performance period.

The peer group consists of the companies that comprise the Standard & Poor’s 500 Index on the first day of the performance period.

Each RPSU represents the potential to receive NRG common stock after the completion of the performance period, typically three years of service from the date of grant.

9 unchanged sentences

Granted 380,370 62.48

Forfeited (a)

( 737,227 ) 45.61

Forfeited ( 22,623 ) 52.55

Vested ( 316,685 ) 49.50

Non-vested at December 31, 2024 712,951 53.10

(a) Includes January 2023 vestings that occurred at a 0 % payout as well as forfeitures due to the departure of certain officers

The weighted average grant date fair value of RPSUs granted during the years ended December 31, 2024, 2023 and 2022, was $ 62.48 , $ 39.46 and $ 57.41 , respectively.

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Significant assumptions used in the fair value model with respect to the Company's RPSUs are summarized below:

2023 2022 2021 (a)

2024 2023 2022

Expected volatility 34.46 % 41.35 % 37.54 %

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Risk free rate 4.05 % 4.18 % 0.97 %

(a) Assumptions pertain to the main award granted in January 2021.

Additional 60,815 RPSUs were granted in September 2021 with a risk free rate of 0.42 % and expected volatility of 37.38 %

The expected volatility is calculated based on NRG's historical stock price volatility data over the period commensurate with the expected term of the RPSU, which equals the vesting period.

Vivint Smart Home Long-Term Incentive Plan

Effective March 10, 2023, in connection with the Vivint Smart Home Acquisition, as discussed in Note 4, Acquisitions and Dispositions, NRG assumed the Vivint Smart Home, Inc.

NRG Energy, Inc.

2020 Omnibus Incentive Plan (Legacy Vivint)

Effective March 10, 2023, in connection with the Vivint Smart Home Acquisition, as discussed in Note 4, Acquisitions and Dispositions, NRG assumed the NRG Energy, Inc.

2020 Omnibus Incentive Plan (Legacy Vivint) (formerly known as Vivint Smart Home, Inc.

Long-Term Incentive Plan) or Vivint LTIP.

In addition to the rollover awards converted as part of the Acquisition, the Vivint LTIP provides for issuances of time-based restricted stock units and performance-based restricted stock units.

As of December 31, 2023, 17,500,000 shares of NRG common stock were authorized for issuance under the Vivint LTIP, and there were 12,749,736 shares of common stock remaining available for grants.

As of December 31, 2024 and 2023, 17,500,000 shares of NRG common stock were authorized for issuance under the Vivint LTIP.

There were 12,557,143 and 12,749,736 shares of common stock remaining available for grants under the Vivint LTIP as of December 31, 2024 and 2023, respectively.

Restricted Stock Units

As of December 31, 2023, RSUs under the Vivint LTIP include RSUs which were granted prior to the Acquisition and were converted into awards that will vest as NRG common stock ("Rollover RSUs").

As of December 31, 2024, RSUs under the Vivint LTIP include RSUs which were granted prior to the Acquisition and were converted into awards that vest as NRG common stock ("Rollover RSUs").

These awards typically had four-year graded vesting schedules beginning on the grant date.

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Non-vested at December 31, 2023 2,984,901 $ 31.63 780,298 $ 35.24

Rollover RSUs at the Acquisition date 4,553,998 31.63 — —

Granted following the Acquisition date — — 800,032 56.02

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Non-vested at December 31, 2024 1,349,743 31.63 1,178,583 47.19

The total fair value of RSUs vested during the year ended December 31, 2023 was $ 66 million.

Performance Stock Units

As of December 31, 2023, PSUs granted under the Vivint LTIP are generally granted under the same terms as the PSUs granted under the NRG LTIP, and are valued using the same methods and assumptions.

During the year ended December 31, 2023, 102,837 PSUs were granted at a weighted average grant date fair value per unit of $ 44.96 and remain outstanding as of year end.

The total fair value of RSUs vested during the years ended December 31, 2024 and 2023 was $ 159 million and $ 66 million, respectively.

The weighted average grant date fair value of RSUs granted during the years ended December 31, 2024 and 2023 was $ 56.02 and $ 35.24 , respectively.

Relative Performance Stock Units

As of December 31, 2024 and 2023, RPSUs granted under the Vivint LTIP are generally granted under the same terms as the RPSUs granted under the NRG LTIP, and are valued using the same methods and assumptions.

The following table summarizes the Company's non-vested RPSUs under the Vivint LTIP and changes during the year:

Units Weighted Average Grant Date Fair Value per Unit

Non-vested at December 31, 2023 102,837 $ 44.96

Granted 71,568 66.44

Forfeited — —

Non-vested at December 31, 2024 174,405 53.63

There were no RPSUs vested during the year ended December 31, 2024 and 2023.

The weighted average grant date fair value of RPSUs granted during the years ended December 31, 2024 and 2023 was $ 66.44 and $ 44.96 , respectively.

Supplemental Information

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RSUs under Vivint LTIP 56 76 — 48 1.32

PSUs under Vivint LTIP 2 — — 3 2.25

DSUs 3 2 2 — 0.00

RPSUs 3 11 9 17 1.69

PRSUs under NRG LTIP (a)

12 6 7 15 1.74

PRSUs under Vivint LTIP (a)

RPSUs under NRG LTIP 11 3 11 15 1.17

RPSUs under Vivint LTIP 3 2 — 5 1.55

43 20 6 68 1.33

Total $ 145 $ 123 $ 34 $ 153

Tax detriment recognized $ 2 $ 3 $ 2

Tax (benefit)/detriment recognized $ ( 14 ) $ 2 $ 3

(a) Phantom Restricted Stock Units, PRSUs, are liability-classified time-based awards that typically vest ratably over a three -year period.

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Note 22 — Commitments and Contingencies

NRG has entered into long-term contractual arrangements related to energy products, including power purchases, gas transportation and storage, and fuel and transportation services.

NRG has entered into long-term contractual arrangements related to energy products, including power purchases, gas transportation and storage, fuel and transportation services and generation projects.

These contracts are not included in the consolidated balance sheet as of December 31, 2024.

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Thereafter 1,190

(a) The year 2024 does not include an additional $ 978 million of short-term commitments

(a) The year 2025 does not include an additional $ 1.5 billion of short-term commitments.

Increase from 2023 is primarily due to NPNS election for certain existing derivative contracts.

For further discussion, see Note 6, Accounting for Derivative Instruments and Hedging Activities

The Company's actual costs may be significantly higher than these estimated minimum unconditional long-term firm commitments with remaining term in excess of one year.

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In June 2019, the IPCB found in an interim order that Midwest Generation violated the law because it had improperly handled coal ash at four facilities in Illinois and caused or allowed coal ash constituents to impact groundwater.

On September 9, 2019, Midwest Generation filed a Motion to Reconsider numerous issues, which the court granted in part and denied in part on February 6, 2020.

In 2023, the IPCB held hearings to determine the appropriate relief.

On September 9, 2019, Midwest Generation filed a Motion to Reconsider numerous issues, which the court

granted in part and denied in part on February 6, 2020.

In 2023, the IPCB held hearings regarding the appropriate relief.

Midwest Generation has been working with the Illinois EPA to address the groundwater issues since 2010.

Consumer Lawsuits

Similar to other energy service companies operating in the industry, from time-to-time, the Company and/or its subsidiaries may be subject to consumer lawsuits in various jurisdictions where they sell natural gas and electricity.

Variable Price Cases — In the cases set forth below, referred to as the Variable Price Cases, such actions involve consumers alleging that one of the Company’s ESCOs promised that consumers would pay the same or less than they would have paid if they stayed with their default utility or previous energy supplier.

The underlying claims of each case are similar and the Company continues to deny the allegations and is vigorously defending these matters.

These matters were known and accrued for at the time of each acquisition.

Similar to other energy service companies ("ESCOs") operating in the industry, from time-to-time, the Company and/or its subsidiaries may be subject to consumer lawsuits in various jurisdictions where they sell natural gas and electricity.

Variable Price Case

XOOM Energy (E.D.N.Y.

2019) is a defendant in a putative class action lawsuit pending in New York.

2019) — XOOM Energy is a defendant in a putative class action lawsuit pending in New York, alleging that XOOM Energy promised that consumers would pay the same or less than they would have paid if they stayed with their default utility or previous energy supplier.

The Court denied XOOM's motion for summary judgment and granted class certification.

The Second Circuit denied XOOM's request to appeal the class certification grants.

XOOM plans to challenge Mirkin's expert testimony to further hamper Mirkin's ability to support its case.

Direct Energy

There was one putative class action pending against Direct Energy:

Richard Schafer v.

Direct Energy (W.D.N.Y.

on appeal 2nd Cir.

N.Y.) - The Second Circuit sent the matter back to the trial court in December 2021.

After discovery, Direct Energy filed summary judgment.

Direct Energy won summary judgment and Schafer appealed.

The appeal is fully briefed.

Oral argument occurred on October 25, 2023.

The Second Circuit upheld the trial court's grant of summary judgment in favor of Direct Energy.

XOOM prevailed in its challenge to Mirkin's expert reports.

The Court granted XOOM's motion to exclude both reports on damages.

As a result, Mirkin has no method to establish damages for its class.

The Court asked for further briefing on whether class certification can stand in light of the recent ruling.

This matter was known and accrued for at the time of the XOOM acquisition.

Telephone Consumer Protection Act ("TCPA") Cases — In the cases set forth below, referred to as the TCPA Cases, such actions involve consumers alleging violations of the Telephone Consumer Protection Act of 1991, as amended, by receiving calls, texts or voicemails without consent in violation of the federal Telemarketing Sales Rule, and/or state counterpart legislation.

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The Company denies the allegations asserted by plaintiffs and intends to vigorously defend these matters.

These matters were known and accrued for at the time of the acquisition.

These matters were known and accrued for at the time of the Direct Energy acquisition.

There are two putative class actions pending against Direct Energy:

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The Court denied Direct Energy's motion stating the Court does not have the benefit of all of the facts that were in front of the Burk court to issue a similar ruling.

On October 19, 2022, Direct Energy filed a Motion to Transfer Venue asking the Court to transfer the case to the Southern District where the Burk case was filed.

On April 12, 2023, the Court granted Direct Energy’s Motion to Transfer Venue, moving to the case to the Southern District of Texas.

The parties are proceeding with written discovery;

and (2) Matthew Dickson v.

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The matter is back at the trial court.

The parties will conduct further fact discovery and expert discovery and are likely to resubmit motions for further review by the Court.

Sales Practice Lawsuits

There are three litigation matters relating to claims made by Vivint Smart Home competitors against Vivint Smart Home alleging, among other things, that Vivint Smart Home's sales representatives used deceptive sales practices.

These matters were known and accrued for at the time of the acquisition.

The three matters are:

The parties conducted fact and expert discovery and Direct Energy submitted its motion for summary judgment in August 2024.

Sales Practice Lawsuit

A Vivint Smart Home competitor has made a claim against Vivint Smart Home alleging, among other things, that Vivint Smart Home's sales representatives used deceptive sales practices.

This matter was known and accrued for at the time of the Vivint Smart Home acquisition.

CPI Security Systems, Inc.

Vivint Smart Home, Inc.

The CPI matter that was filed in 2020 went to trial, and in February 2023, the jury issued a verdict against Vivint Smart Home, in favor of CPI for $ 50 million of compensatory damages and an additional $ 140 million of punitive damages.

Vivint Smart Home has filed its notice of appeal and is awaiting a briefing schedule.

While Vivint Smart Home believes the CPI jury verdict is not legally or factually supported and intends to pursue post judgment remedies and file an appeal, there can be no assurance that such defense efforts will be successful;

(2) ADT LLC, et al.

Vivint Smart Home, Inc.

f/k/a Mosaic Acquisition Corporation, et al.(S.D.Fl.

The parties mediated in May 2023 and agreed on a settlement.

In June 2023, the Court granted final approval of the settlement, which was paid in June 2023;

and (3) Alert 360 Opco, Inc, et al.

("Alert 360") v.

Vivint Smart Home, Inc., et al (N.D.Ok.

On March 1, 2023, Alert 360 filed a complaint against Vivint Smart Home alleging, among other things, deceptive sales practices.

The parties settled the dispute in October 2023 and the case was dismissed.

Patent Infringement Lawsuits

2020) was filed in 2020, went to trial, and in February 2023, the jury issued a verdict against Vivint Smart Home, in favor of CPI for $ 50 million of compensatory damages and an additional $ 140 million of punitive damages.

Vivint Smart Home has fully briefed the appeal and oral argument was conducted on January 28, 2025.

While Vivint Smart Home believes the CPI jury verdict is not legally or factually supported and awaits the issuance of the appellate court’s opinion, there can be no assurance that such defense efforts will be successful.

This matter was adequately accrued for as of December 31, 2024.

SB IP Holdings LLC (“Skybell”) v.

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International Trade Commission in November 2021.

In accordance with advice by legal counsel, the Company does not believe the verdict is legally supported and will pursue post-judgment and appellate remedies along with any other legal options available.

Contract Disputes

Alarm.com — In September 2022, Vivint Smart Home sent Alarm.com a notice asserting that it was no longer obligated to pay certain license fees under the Patent Cross License Agreement between the parties on the basis that Vivint Smart Home no longer practices any claim under any valid Alarm.com patent and, therefore, no license fees are due.

Alarm.com filed an arbitration demand against Vivint Smart Home alleging, among other things, breach of the agreement due to continued use of the patents in question.

The parties have resolved all outstanding litigation and entered into a long-term intellectual property licensing agreement.

The Company does not believe the verdict is legally supported and is pursuing appellate remedies along with any other legal options available.

At the time of the Vivint Smart Home acquisition, this matter was known and accrued for at the amount that was determined to be probable and reasonably estimable.

Contract Dispute

STP — In July 2023, the partners in STP, CPS and Austin Energy, initiated a lawsuit and filed to intervene in the license transfer application with the NRC, claiming a right of first refusal exists in relation to the proposed sale of NRG South Texas' 44% interest in STP to Constellation.

NRG believes the claims set forth by CPS and Austin Energy in the lawsuit and the NRC proceedings are without merit and intends to vigorously defend against them.

For further discussion of the transaction, see Note 4, Acquisitions and Dispositions.

The parties entered into a settlement agreement in May 2024, and the litigation was dismissed.

There was no incremental impact to NRG as a result of the settlement.

Winter Storm Uri Lawsuits

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Most of the lawsuits related to Winter Storm Uri are consolidated into a single multi-district litigation matter in Harris County District Court.

NRG's REPs have since been severed from the multi-district litigation and will be seeking dismissal in any remaining cases.

NRG's REPs have since been dismissed from the multi-district litigation.

As a power generator, the Company is named in various cases with claims ranging from:

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and subrogation.

The First Court of Appeals conditionally granted the generators' mundamus relief, ordering the trial court to grant the generator defendents' Motions to Dismiss.

The Company expected the Plaintiffs to challenge this ruling.

The First Court of Appeals conditionally granted the generators' mandamus relief, ordering the trial court to grant the generator defendants' Motion to Dismiss.

The plaintiffs challenged the ruling and the matters are stayed pending appeals by the various parties.

The Company intends to vigorously defend these matters.

Indemnifications and Other Contractual Arrangements

Washington-St.

Tammany and Claiborne Electric Cooperative v.

LaGen — On June 28, 2017, plaintiffs Washington-St.

Tammany Electric Cooperative, Inc.

and Claiborne Electric Cooperative, Inc.

filed a lawsuit against LaGen in the United States District Court for the Middle District of Louisiana.

The plaintiffs claimed breach of contract against LaGen for allegedly improperly charging the plaintiffs for costs related to the installation and maintenance of certain pollution control technology.

Plaintiffs sought damages for the alleged improper charges and a declaration as to which charges were proper under the contract.

On February 4, 2019, NRG sold the South Central Portfolio, including the entities subject to this litigation.

However, NRG has agreed to indemnify the purchaser for certain losses suffered in connection with this litigation.

In February 2020, the federal court dismissed this lawsuit without prejudice for lack of subject matter jurisdiction.

On March 17, 2020, plaintiffs filed a lawsuit in the Nineteenth Judicial District Court for the Parish of East Baton Rouge in Louisiana alleging substantially the same matters, which was dismissed on October 2, 2023 pursuant to a settlement agreement.

Note 23 — Regulatory Matters

Environmental regulatory matters are discussed within Note 24, Environmental Matters .

NRG operates in a highly regulated industry and is subject to regulation by various federal, state and provincial agencies.

As such, NRG is affected by regulatory developments at the federal, state and provincial levels and in the regions in which NRG operates.

In addition, NRG is subject to the market rules, procedures, and protocols of the various ISO and RTO markets in which NRG participates.

These power markets are subject to ongoing legislative and regulatory changes that may impact NRG's wholesale and retail operations.

In addition to the regulatory proceedings noted below, NRG and its subsidiaries are parties to other regulatory proceedings arising in the ordinary course of business or have other regulatory exposure.

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In April 2021, Vivint Smart Home entered into a settlement with the FTC that resolved this investigation.

As part of this settlement, which was approved by a federal court on May 3, 2021, Vivint Smart Home paid $ 20 million and agreed to implement various additional compliance related measures ("Stipulated Order").

The Company is currently in the process of administering the terms of the Stipulated Order, which includes multiple undertakings by the Company.

As part of this settlement, Vivint Smart Home paid $ 20 million and agreed to implement various additional compliance related measures ("Stipulated Order").

The Company is engaged in ongoing discussions with the staff of the FTC regarding the Company’s compliance with the terms of the Stipulated Order.

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Since its inception until December 31, 2023, Vivint Smart Home has completed its initial assessment and its first biennial assessment as required by the Stipulated Order.

In addition, Vivint Smart Home has voluntarily undertaken six quarterly audits by the appointed Assessor.

In addition, Vivint Smart Home has voluntarily undertaken nine quarterly audits by the appointed Assessor.

In all the assessments, Vivint Smart Home received a report from the Assessor with no findings of non-compliance of any kind.

New York State Public Service Commission ("NYSPSC") - Notice of Apparent Violation — The NYSPSC issued an order referred to as the Retail Reset Order in December 2019 that limited ESCO's offers for electric and natural gas to three compliant products:

guaranteed savings from the utility default rate, a fixed term capped at 5% of the rolling 12-month average utility default rate, or NY-sourced renewable energy that is at least 50% greater than the prevailing NY Renewable Energy Standard for load serving entities.

guaranteed savings from the utility default rate, a fixed rate commodity product that is priced at no more than 5% greater than the trailing 12-month average utility supply rate or New York-sourced renewable energy that is at least 50% greater than the prevailing New York Renewable Energy Standard for load serving entities.

The order effectively limited ESCO offers to natural gas customers to only the guaranteed savings and capped fixed term compliant products because no equivalent renewable energy product exists for natural gas.

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NRG responded to the notices in February 2024.

The Company believes it has complied with the Retail Reset Order and does not agree with the NYSPSC's assertions made in the notice.

The outcome of this process has the potential to negatively impact the retail business in New York.

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These laws generally require that governmental permits and approvals be obtained before construction and maintained during operation of power plants.

The electric generation industry has been facing increasingly stringent requirements regarding air quality, GHG emissions, combustion byproducts, water discharge and use, and threatened and endangered species.

The electric generation industry has been facing increasingly stringent

requirements regarding air quality, GHG emissions, combustion byproducts, water use and discharge, and threatened and endangered species including four rules promulgated during the second quarter of 2024.

In general, future laws are expected to require the addition of emissions controls or other environmental controls or to impose additional restrictions on the operations of the Company's facilities, which could have a material effect on the Company's consolidated financial position, results of operations, or cash flows.

The Company has elected to use a $ 1 million disclosure threshold, as permitted, for environmental proceedings to which the government is a party.

CPP/ACE Rules — In 2019, the EPA promulgated the ACE rule, which rescinded the CPP, which had sought to broadly regulate CO 2 emissions from the power sector.

CPP/ACE Rules — The attention in recent years on GHG emissions has resulted in federal and state regulations.

In 2019, the EPA promulgated the ACE rule, which rescinded the CPP, which had sought to broadly regulate CO 2 emissions from the power sector.

The ACE rule required states that have coal-fired EGUs to develop plans to seek heat rate improvements from coal-fired EGUs.

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The Court did not address the related issues of whether the EPA may adopt only measures applied at each source.

On May 23, 2023, the EPA proposed significantly revising the manner in which new and existing EGU's GHG emissions should be regulated including using hydrogen as a fuel, capturing and storing/sequestering CO 2 and requiring new units to be more efficient.

The EPA has stated that it intends to finalize these revisions in 2024.

The Company expects that the final rule will be challenged in the courts and accordingly uncertain over the next several years.

Cross-State Air Pollution Rule ("CSAPR") — On March 15, 2023, the EPA signed and released a prepublication of a final rule that sought to significantly revise the CSAPR to address the good-neighbor obligations of the 2015 ozone NAAQS for 23 states after earlier having disapproved numerous state plans to address the issue.

On May 9, 2024, the EPA promulgated a rule that repealed the ACE rule and significantly revised the manner in which new combustion-turbine and existing steam EGU's GHG emissions will be regulated including capturing and storing/sequestering CO 2 in some instances.

This rule has been challenged by numerous parties in the D.C.

Circuit including 27 states with 22 states intervening in support of the rule.

The DC Circuit held oral arguments related to this rule in December 2024.

On February 5, 2025, the DOJ filed a motion asking the court to hold proceedings in abeyance while the new administration evaluates the rule.

The court granted the motion on February 19, 2025.

CSAPR — On March 15, 2023, the EPA signed and released a prepublication version of a final rule that sought to significantly revise the CSAPR to address the good-neighbor obligations of the 2015 ozone NAAQS for 23 states after earlier having disapproved numerous state plans to address the issue.

Several states, including Texas, challenged the EPA's disapproval of their state plans.

On May 1, 2023, the United States Court of Appeals for the Fifth Circuit stayed the EPA's disapproval of Texas' and Louisiana's state plans, which disapprovals are a condition precedent to the EPA imposing its plan on Texas and Louisiana.

On May 1, 2023, the U.S.

Court of Appeals for the Fifth Circuit stayed the EPA's disapproval of Texas' and Louisiana's state plans, which disapprovals are a condition precedent to the EPA imposing its plan on Texas and Louisiana.

Several other states are also similarly situated because of similar stays.

Nonetheless, on June 5, 2023, the EPA published this rule in the Federal Register.

On July 31, 2023, the EPA promulgated an interim final rule that addresses the various judicial orders that have stayed several State-Implementation-Plan disapprovals by limiting the effectiveness of certain requirements of the final rule promulgated on June 5, 2023 in Texas and five other states.

The final rule decreases, over time, the ozone-season NOx allowances allocated to generators in the states not affected by the judicial stays

beginning in 2023 by assuming that participants in this cap-and-trade program had or would optimize existing NOx controls and later install additional NOx controls.

Nonetheless, on June 5, 2023, the EPA promulgated this rule.

On June 27, 2024, the U.S.

Supreme Court stayed the final rule in the 11 states where the rule had not already been stayed.

The Company cannot predict the outcome of the legal challenges to the:

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and (iii) the interim final rule promulgated on July 31, 2023 that seeks to address the judicial orders.

Regional Haze Proposal — On May 2023, the EPA proposed to withdraw the existing Texas Sulfur Dioxide Trading Program and replace it with unit-specific SO 2 limits for 12 units in Texas to address requirements to improve visibility at National Parks and Wilderness areas.

If finalized as proposed, the rule would result in more stringent SO 2 limits for two of the Company's coal-fired units in Texas.

The Company anticipates that the new U.S.

presidential administration will revisit this rule.

Regional Haze Proposal — In May 2023, the EPA proposed to withdraw the existing Texas Sulfur Dioxide Trading Program and replace it with unit-specific SO 2 limits for 12 units in Texas to address requirements to improve visibility at National Parks and Wilderness areas.

If finalized as proposed, it would result in more stringent SO 2 limits for two of the Company's coal-fired units in Texas.

The Company cannot predict the outcome of this proposal.

Effluent Limitations Guidelines — In 2015, the EPA revised the ELG for Steam Electric Generating Facilities, which imposed more stringent requirements (as individual permits were renewed) for wastewater streams from FGD, fly ash, bottom ash, and flue gas mercury control.

Mercury and Air Toxics Standards (“MATS”) — On May 7, 2024, the EPA promulgated a final rule that amends the MATS rule by, among other things, increasing the stringency of the filterable particulate matter standard at coal-burning units.

The deadline for complying with this more stringent standard is 2027.

Twenty-three states have challenged this rule in the D.C.

Accordingly, the outcome of this rulemaking is uncertain.

The Company anticipates that the new U.S.

presidential administration will revisit this rule.

ELG — In 2015, the EPA revised the ELG for Steam Electric Generating Facilities, which imposed more stringent requirements (as individual permits were renewed) for wastewater streams from FGD, fly ash, bottom ash and flue gas mercury control.

On September 18, 2017, the EPA promulgated a final rule that, among other things, postponed the compliance dates to preserve the status quo for FGD wastewater and bottom ash transport water by two years to November 2020 until the EPA amended the rule.

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and (iii) changing several deadlines.

In October 2021, NRG informed its regulators that the Company intends to comply with the ELG by ceasing combustion of coal by the end of 2028 at its domestic coal units outside of Texas, and installing appropriate controls by the end of 2025 at its two plants that have coal-fired units in Texas.

On March 29, 2023, the EPA proposed revisions to the ELG and sought comments, which the EPA is analyzing.

In 2015, the EPA finalized a rule regulating byproducts of coal combustion (e.g., ash and gypsum) as solid wastes under the RCRA.

In 2021, NRG informed its regulators that the Company intends to comply with the ELG by ceasing combustion of coal by the end of 2028 at its domestic coal units outside of Texas, and installing appropriate controls by the end of 2025 at its two plants that have coal-fired units in Texas.

On May 9, 2024, the EPA promulgated a rule that revises the ELG by, among other things, further restricting the discharge of (i) FGD wastewater, (ii) bottom ash transport water, and (iii) combustion residual leachate.

The rule was challenged in numerous courts, but the cases have been consolidated in the Eighth Circuit of the U.S.

Court of Appeals.

The outcome of the legal challenges is uncertain.

On February 19, 2025, the DOJ filed a motion asking

the court to hold proceedings in abeyance while the new administration evaluates the rule.

The Company anticipates that the new U.S.

presidential administration will revisit this rule.

In 2015, the EPA finalized the rule regulating byproducts of coal combustion (e.g., ash and gypsum) as solid wastes under the RCRA.

On August 21, 2018, the D.C.

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On November 12, 2020, the EPA finalized "A Holistic Approach to Closure Part B:

Alternative Demonstration for Unlined Surface Impoundments," which further amended the April 2015 Rule to, among other things, provide procedures for requesting approval to operate existing ash impoundments with an alternative liner.

On May 23, 2023, the EPA proposed establishing requirements for:

(i) inactive (or legacy) surface impoundments at inactive facilities and (ii) all CCR management units (regardless of how or when the CCR was placed) at regulated facilities.

NRG anticipates further rulemaking related to legacy surface impoundments and the Federal Permit Program.

On May 8, 2024, the EPA promulgated a rule that establishes requirements for:

(i) inactive (or legacy) surface impoundments at inactive facilities and (ii) CCR management units (regardless of how or when the CCR was placed) at regulated facilities.

The rule also creates an obligation to conduct site assessments (at all active and certain inactive facilities) to determine whether CCR management units are present.

The rule has been challenged in the D.C.

Circuit and the outcome of the legal challenges is uncertain.

The Company anticipates that the new U.S.

presidential administration will revisit this rule.

Note 25 — Cash Flow Information

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Income taxes paid, net of refunds 182 48 66

Non-cash investing activities:

Non-cash investing and financing activities:

Decreases to fixed assets for accrued capital expenditures ( 76 ) — ( 68 )

Excise tax accrued on share repurchases 9 10 —

Note 26 — Guarantees

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Cedar Bayou is maintained and operated pursuant to its joint ownership participation and operating agreement.

NRG is responsible for its subsidiaries' share of operating costs and direct expenses and includes its proportionate share of the facility and related revenues and direct expenses in the jointly-owned plant in the corresponding balance sheet and income statement captions of the Company's consolidated financial statements.

NRG is responsible for its subsidiary’s share of operating costs and direct expenses and includes its proportionate share of the facility and related revenues and direct expenses in the jointly-owned plant in the corresponding balance sheet and income statement captions of the Company's consolidated financial statements.

The following table summarizes NRG's proportionate ownership interest in the Company's jointly-owned facility:

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Cedar Bayou Unit 4, Baytown, TX 50.00 % $ 222 $ ( 125 ) $ 5

Note 28 — Balance Sheet Components

The components of accrued expenses and other current liabilities are as follows:

Year Ended December 31,

(In millions) 2024 2023

Accrued RECs $ 477 $ 435

Accrued compensation and employee benefits 514 452

Other 1,040 755

Total accrued expenses and other current liabilities $ 2,031 $ 1,642

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

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as Buyer and Texas Genco GP, LLC, together, Seller

Filed herewith.

Incorporated herein by reference to Exhibit 2.7 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

2.8 Amendment No.

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as Buyer and Texas Genco GP, LLC, together, Seller

Filed herewith.

Incorporated herein by reference to Exhibit 2.8 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

2.9 Amendment No.

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as Buyer and Texas Genco GP, LLC, together, Seller

Filed herewith.

Incorporated herein by reference to Exhibit 2.9 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

3.1 Amended and Restated Certificate of Incorporation.

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Incorporated herein by reference to Exhibit 4.3 to the Registrant's quarterly report on Form 10-Q filed on August 4, 2006.

4.2 Base Indenture, dated May 28, 2019, between NRG Energy, Inc.

and Delaware Trust Company, as trustee

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 30, 2019.

4.3 Supplemental Indenture, dated May 28, 2019, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form 3.750% Senior Secured First Lien Notes due 2024 and Form of 4.440% Senior Secured First Lien Notes due 2029

4.2 Indenture, dated May 24, 2018, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form of 2.750% Convertible Senior Notes due 2048.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on May 25, 2018.

4.4 Base Indenture, dated December 2, 2020, between NRG Energy, Inc.

and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Secured Notes.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020.

4.5 Supplemental Indenture, dated December 2, 2020, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 2.000% Senior Secured First Lien Notes due 2025 and Form of 2.450% Senior Secured First Lien Notes due 2027

Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020.

4.6 Supplemental Indenture, dated March 9, 2023, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 7.000% Senior Secured First Lien Notes Due 2033

Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on March 10, 2023.

4.3 Supplemental Indenture (Settlement Elections - 2.750% Convertible Senior Notes due 2048) dated February 22, 2022, among NRG Energy, Inc., each of its guarantor subsidiaries, and Delaware Trust Company as trustee.

Incorporated herein by reference to Exhibit 4.52 to the Registrant's annual report on Form 10-K filed on February 24, 2022.

4.4 Base Indenture, dated May 23, 2016, between NRG Energy, Inc.

1 unchanged sentence

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 23, 2016.

4.8 Third Supplemental Indenture, dated August 2, 2016, among NRG Energy, Inc., the guarantors named therein and Law Debenture Trust Company of New York containing Form of 6.625% Senior Notes due 2027.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on August 3, 2016.

4.5 Fourth Supplemental Indenture, dated December 7, 2017, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form of 5.750% Senior Notes due 2028.

3 unchanged sentences

4.7 Base Indenture, dated December 2, 2020, between NRG Energy, Inc.

and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Unsecured notes.

and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Secured Notes.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020.

3 unchanged sentences

Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on August 23, 2021.

4.14 Indenture, dated May 24, 2018, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form of 2.750% Convertible Senior Notes due 2048.

4.10 Base Indenture, dated October 30, 2024, between NRG Energy, Inc.

and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Notes.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on November 1, 2024.

4.11 Supplemental Indenture, dated October 30, 2024, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form 5.75% Senior Note due 2029, Form of 6.00% Senior Notes due 2033 and Form of 6.25% Senior Notes due 2034.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on November 1, 2024.

4.12 Base Indenture, dated May 28, 2019, between NRG Energy, Inc.

and Delaware Trust Company, as trustee

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 30, 2019.

4.15 Supplemental Indenture (Additional Subsidiary Guarantees-2.750% Convertible Senior Notes due 2048) dated January 5, 2021, among NRG Energy, Inc., each of its guarantor subsidiaries, and Delaware Trust Company as trustee.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q filed on May 6, 2021.

4.16 Supplemental Indenture (Additional Subsidiary Guarantees-2.750% Convertible Senior Notes due 2048) dated February 17, 2022, among NRG Energy, Inc., each of its guarantor subsidiaries, and Delaware Trust Company as trustee.

Incorporated herein by reference to Exhibit 4.53 to the Registrant's annual report on Form 10-K filed on February 24, 2022.

4.17 Supplemental Indenture (Settlement Elections - 2.750% Convertible Senior Notes due 2048) dated February 22, 2022, among NRG Energy, Inc., each of its guarantor subsidiaries, and Delaware Trust Company as trustee.

Incorporated herein by reference to Exhibit 4.52 to the Registrant's annual report on Form 10-K filed on February 24, 2022.

4.13 Supplemental Indenture, dated May 28, 2019, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form 3.750% Senior Secured First Lien Notes due 2024 and Form of 4.450% Senior Secured First Lien Notes due 2029

Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on May 30, 2019.

4.14 Base Indenture, dated December 2, 2020, between NRG Energy, Inc.

and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Un s ecured Notes.

Incorporated herein by reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020.

4.15 Supplemental Indenture, dated December 2, 2020, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 2.000% Senior Secured First Lien Notes due 2025 and Form of 2.450% Senior Secured First Lien Notes due 2027

Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020.

4.16 Supplemental Indenture, dated March 9, 2023, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 7.000% Senior Secured First Lien Notes Due 2033

Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on March 10, 2023.

4.17 Base Indenture, dated August 29, 2023, between NRG Energy, Inc.

3 unchanged sentences

Incorporated herein by reference to Exhibit 4.5 to the Registrant's current report on Form 8-K filed on August 29, 2023.

4.20 Indenture, dated as of February 14, 2020, among APX Group, Inc., the guarantors party thereto and Wilmington Trust, National Association as trustee and collateral agent relating to APX Group, Inc.’s 6.75% Senior Secured Notes due 2027.

Incorporated herein by reference to Exhibit 10.1 to Vivint Smart Home, Inc.'s Current Report on Form 8-K filed on February 19, 2020).

4.21 Indenture, dated as of July 9, 2021, between APX Group, Inc., as the Issuer, the guarantors party hereto, and Wilmington Trust, National Association, as trustee, payment agent and registrar, relating to the Company's 5.75% Senior Notes due 2029.

Incorporated herein by reference to Exhibit 10.1 to Vivint Smart Home, Inc.'s Current Report on Form 8-K filed on July 12, 2021.

4.19 Description of NRG Energy, Inc.

1 unchanged sentence

Incorporated herein by reference to Exhibit 4.15 to the Registrant's Annual Report on Form 10-K, filed on February 27, 2020.

10.1* Form of NRG Energy, Inc.

Long-Term Incentive Plan Deferred Stock Unit Agreement for Directors.

Incorporated herein by reference to Exhibit 10.15 to the Registrant's annual report on Form 10-K filed on March 30, 2005.

10.2* Form of NRG Energy, Inc.

Long-Term Incentive Plan Restricted Stock Unit Agreement for Officers.

Incorporated herein by reference to Exhibit 10.6 to the Registrant's annual report on Form 10-K filed on March 1, 2018.

10.3* Form of NRG Energy, Inc.

Long-Term Incentive Plan Restricted Stock Unit Agreement for Non-Officers.

Incorporated herein by reference to Exhibit 10.7 to the Registrant's annual report on Form 10-K filed on March 1, 2018.

10.4* Second Amended and Restated Annual Incentive Plan for Designated Corporate Officers.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on May 7, 2015.

10.1* The NRG Energy, Inc.

Amended and Restated Long-Term Incentive Plan

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on April 28, 2017.

10.6* NRG 2010 Stock Plan for GenOn Employees.

Incorporated herein by reference to Exhibit 10.3 to the Registrant's quarterly report on Form 10-Q filed on August 8, 2024.

10.2* Form of NRG Energy, Inc.

Long-Term Incentive Plan Restricted Stock Unit Agreement.

Incorporated herein by reference to Exhibit 10.24 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.3* Form of NRG Energy, Inc.

Long-Term Incentive Plan Deferred Stock Unit Agreement for Directors.

Incorporated herein by reference to Exhibit 10.15 to the Registrant's annual report on Form 10-K filed on March 30, 2005.

10.4* Form of NRG Energy, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Officers.

3 unchanged sentences

Incorporated herein by reference to Exhibit 10.74 to the Registrant's annual report on Form 10-K filed on March 1, 2018.

10.9† Consent and Indemnity Agreement, dated as of February 6, 2018, by and among NRG Energy, Inc., NRG Repowering Holdings LLC, NRG Yield, Inc., and GIP III Zephyr Acquisition Partners, L.P., and NRG Yield Operating LLC (solely with respect to Sections E.5, E.6 and G.12).

Incorporated herein by reference to Exhibit 10.34 to NRG Yield, Inc.'s Annual Report on Form 10-K filed on March 1, 2018.

10.10* NRG Energy, Inc.

Amended and Restated Executive Change-in-Control and General Severance Plan for Tier IA and Tier IIA Executives (Amended and Restated Effective January 1, 2024).

Filed herewith

10.11 Sixth Amendment to Second Amended and Restated Credit Agreement, dated as of February 14, 2023, by and among NRG Energy, Inc., its subsidiaries party thereto, the lenders and issuing banks party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as collateral trustee, and included as Exhibit A-2 thereto a clean conformed copy of the Second Amended and Restated Credit Agreement

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on February 15, 2023.

10.12 Seventh Amendment to Second Amended and Restated Credit Agreement, dated as of March 13, 2023, by and among NRG Energy, Inc., its subsidiaries party thereto, the lenders and issuing banks party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as collateral trustee.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's quarterly report on Form 10-Q filed on May 4, 2023.

10.13 Second Amended and Restated Credit Agreement, dated as of July 9, 2021, among APX Group Holdings, Inc., as Holdings, APX Group, Inc., as the borrower, the guarantors party hereto from time to time, Bank of America, N.A., as administrative agent, swing line lender and an L/C issuer.

Incorporated herein by reference to Exhibit 10.2 to Vivint Smart Home, Inc.'s Current Report on Form 8-K filed on July 12, 2021.

10.14 Amendment No.1 to the Second Amended and Restated Credit Agreement, dated as of June 9, 2023, by and between AXP Group, Inc.

as borrower and the Bank of America, N.A., as administrative agent.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q filed on August 8, 2023.

10.15 Facility Agreement, dated August 29, 2023, among NRG Energy, Inc., the guarantors party thereto, Alexander Funding Trust II and Deutsche Bank Trust Company Americas, as the notes trustee

Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on August 29, 2023.

10.16 Letter of Credit Facility Agreement, dated August 29, 2023, among NRG Energy, Inc., the financial institutions from time to time party thereto as letter of credit issuers, and Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent

Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on August 29, 2023.

10.17 Amended and Restated Declaration of Trust of Alexander Funding Trust II, dated August 29, 2023, among NRG Energy, Inc.

as depositor and in its own capacity, Deutsche Bank Trust Company Americas, as trustee, and Deutsche Bank Trust Company Delaware, as Delaware trustee

Incorporated herein by reference to Exhibit 4.3 to the Registrant's current report on Form 8-K filed on August 29, 2023.

10.18 Receivables Sale Agreement, dated as of September 22, 2020, among the Originators from time to time parties thereto, NRG Retail LLC, as Servicer, and NRG Receivables LLC.

Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020.

10.19 Amendment No.

3 to Receivables Loan and Servicing Agreement, dated as of June 22, 2023, among NRG Retail LLC, as Servicer, NRG Receivables LLC, as Borrower, NRG Energy, Inc., as Performance Guarantor, the Conduit Lenders, Committed Lenders, Facility Agents and LC Issuers party thereto, and Royal Bank of Canada, as administrative Agent, and included as Exhibit A-2 thereto a clean, conformed copy of the Receivables Loan and Servicing Agreement.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on June 27, 2023.

10.6* Form of NRG Energy, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Chief Executive Officer

Incorporated herein by reference to Exhibit 10.21 to the Registrant's annual report on Form 10-K filed on February 24, 2022.

10.21* Form of NRG Energy, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Executive Vice Presidents

5 unchanged sentences

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Senior Vice Presidents.

Incorporated herein by reference to Exhibit 10.23 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.9* Restricted Stock Unit Agreement, dated December 15, 2023, between NRG Energy, Inc.

and Lawrence S.

Incorporated herein by reference to Exhibit 10.25 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.10* Relative Performance Stock Unit Agreement, dated August 1, 2024, between NRG Energy, Inc.

and Lawrence S.

Filed herewith

10.11* Form of NRG Energy, Inc.

Long-Term Incentive Plan Restricted Stock Unit Agreement.

Long-Term Incentive Plan Restricted Stock Unit Agreement for Chief Executive Officer

Filed herewith

10.25* Restricted Stock Unit Agreement, dated December 15 , 2023, between NRG Energy, Inc.

and Lawrence S.

10.12* Form of NRG Energy, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Chief Executive Officer

Filed herewith

10.26* Vivint Smart Home, Inc.

2020 Omnibus Incentive Plan

10.13* NRG Energy, Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) (formerly known as the Vivint Smart Home, Inc.

Long-Term Incentive Plan)

Incorporated herein by reference to Exhibit 4.4 to Vivint Smart Home's Post-Effective Amendment on Form S-8 to Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 24, 2020

10.27* Vivint Smart Home, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement and Notice of Grant under the Vivint Smart Home, Inc.

Omnibus Incentive Plan.

10.14* Amendment to NRG Energy, Inc.

2020 Omnibus Incentive Plan (Legacy Vivint)

Incorporated herein by reference to Exhibit 10.1 to the Registrant's quarterly report on Form 10-Q filed on August 8, 2023.

10.15* Second Amendment to NRG Energy, Inc.

2020 Omnibus Incentive Plan (Legacy Vivint)

Filed herewith.

10.16* Form of NRG Inc.

, 2020 Omnibus Incentive Plan (Legacy Vivint) Relative Performance Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.2 to the Registrant's quarterly report on Form 10-Q filed on May 4, 2023.

10.28* Vivint Smart Home, Inc.

Long-Term Incentive Plan Restricted Stock Unit Agreement and Notice of Grant under the Vivint Smart Home, Inc.

Omnibus Incentive Plan.

10.17* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Restricted Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.3 to the Registrant's quarterly report on Form 10-Q filed on May 4, 2023.

10.29* Vivint Smart Home, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement and Notice of Grant under the Vivint Smart Home, Inc.

Omnibus Incentive Plan for Executive Vice President

Filed herewith

10.30* Vivint Smart Home, Inc.

Long-Term Incentive Plan Restricted Stock Unit Agreement and Notice of Grant under the Vivint Smart Home, Inc.

Omnibus Incentive Plan for Executive Vice Presidents.

Filed herewith

10.18* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Relative Performance Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.29 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.19* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Restricted Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.30 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.20* Second Amended and Restated Annual Incentive Plan for Designated Corporate Officers.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on May 7, 2015.

10.21* NRG Energy, Inc.

Amended and Restated Executive Change-in-Control and General Severance Plan for Tier IA and Tier IIA Executives (Amended and Restated Effective January 1, 2024).

Incorporated herein by reference to Exhibit 10.10 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.22* Amended and Restated Employee Stock Purchase Plan

6 unchanged sentences

Incorporated by reference to Exhibit 10.5 to Vivint Smart Home, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022

10.34* Amendment to the Vivint Smart Home, Inc.

2020 Omnibus Incentive Plan

10.25* Employment Agreement, dated August 1, 2024 by and between NRG Energy, Inc.

and Lawrence S.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on August 1, 2024.

10.26 Second Amended and Restated Credit Agreement, dated as of July 9, 2021, among APX Group Holdings, Inc., as Holdings, APX Group, Inc., as the borrower, the guarantors party hereto from time to time, Bank of America, N.A., as administrative agent, swing line lender and an L/C issuer.

Incorporated herein by reference to Exhibit 10.2 to Vivint Smart Home, Inc.'s Current Report on Form 8-K filed on July 12, 2021.

10.27 Amendment No.1 to the Second Amended and Restated Credit Agreement, dated as of June 9, 2023, by and between AXP Group, Inc.

as borrower and the Bank of America, N.A., as administrative agent.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q filed on August 8, 2023.

10.28 Amendment No.

2 to the Second Amended and Restated Credit Agreement, dated as of April 10, 2024, by and between, among others, APX Group, Inc., as borrower, Bank of America, N.A., as administrative agent and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.3 to the Registrant's quarterly report on Form 10-Q filed on May 7, 2024.

10.29 Sixth Amendment to Second Amended and Restated Credit Agreement, dated as of February 14, 2023, by and among NRG Energy, Inc., its subsidiaries party thereto, the lenders and issuing banks party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as collateral trustee, and included as Exhibit A-2 thereto a clean conformed copy of the Second Amended and Restated Credit Agreement

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on February 15, 2023.

10.30 Seventh Amendment to Second Amended and Restated Credit Agreement, dated as of March 13, 2023, by and among NRG Energy, Inc., its subsidiaries party thereto, the lenders and issuing banks party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as collateral trustee.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's quarterly report on Form 10-Q filed on May 4, 2023.

10.31 Eighth Amendment to Second Amended and Restated Credit Agreement, dated as of April 16, 2024, by and among NRG Energy, Inc., its subsidiaries party thereto, Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on April 17, 2024.

10.32 Ninth Amendment to Second Amended and Restated Credit Agreement, dated as of April 22, 2024, by and among NRG Energy, Inc., its subsidiaries party thereto, the consenting revolving lender party thereto, and Citicorp North America, Inc., as administrative agent and collateral agent .

Incorporated herein by reference to Exhibit 10.2 to the Registrant's quarterly report on Form 10-Q filed on May 7, 2024.

10.33 Tenth Amendment to Second Amended and Restated Credit Agreement, dated as of October 30, 2024, by and among NRG Energy, Inc., Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on November 1, 2024.

10.34 Eleventh Amendment to Second Amended and Restated Credit Agreement, dated as of October 30, 2024, by and among NRG Energy, Inc., Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.2 to the Registrant's current report on Form 8-K filed on November 1, 2024.

10.35 Thirteen Amendment to Second Amended and Restated Credit Agreement, dated as of December 20, 2024, by and among NRG Energy, Inc., AXP Group and Citicorp North America, Inc., as administrative agent.

Filed herewith.

10.36 Receivables Sale Agreement, dated as of September 22, 2020, among the Originators from time to time parties thereto, NRG Retail LLC, as Servicer, and NRG Receivables LLC.

Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020.

10.37 Amendment No.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on June 27, 2023.

10.38 Amendment No.

4 to Receivables Loan and Servicing Agreement, dated as of June 21, 2024, among NRG Retail LLC, as Servicer, NRG Receivables LLC, as Borrower, NRG Energy, Inc., as Performance Guarantor, the Conduit Lenders, Committed Lenders, Facility Agents and LC Issuers party thereto, and Royal Bank of Canada, as administrative Agent, and included as Exhibit A-2 thereto a clean, conformed copy of the Receivables Loan and Servicing Agreement.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on June 24, 2024.

10.39 Joinder Agreement, dated as of June 21, 2024, by Direct Energy Services, LLC, as an additional originator and consented to by NRG Receivables LLC, as Borrower, NRG Retail LLC, as Servicer, and Royal Bank of Canada, as administrative agent, to the Receivables Sale Agreement, dated as of September 22, 2020, among the Originators from time to time parties thereto, NRG Retail LLC, as Servicer, and NRG Receivables LLC.

Incorporated herein by reference to Exhibit 10.2 to the Registrant's current report on Form 8-K filed on June 24, 2024.

10.40 Facility Agreement, dated August 29, 2023, among NRG Energy, Inc., the guarantors party thereto, Alexander Funding Trust II and Deutsche Bank Trust Company Americas, as the notes trustee

Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on August 29, 2023.

10.41 Letter of Credit Facility Agreement, dated August 29, 2023, among NRG Energy, Inc., the financial institutions from time to time party thereto as letter of credit issuers, and Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent

Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on August 29, 2023.

10.42 Amended and Restated Declaration of Trust of Alexander Funding Trust II, dated August 29, 2023, among NRG Energy, Inc.

as depositor and in its own capacity, Deutsche Bank Trust Company Americas, as trustee, and Deutsche Bank Trust Company Delaware, as Delaware trustee

Incorporated herein by reference to Exhibit 4.3 to the Registrant's current report on Form 8-K filed on August 29, 2023.

10.43 Cooperation Agreement, dated as of November 20, 2023, by and among NRG Energy, Inc., Elliott Investment Management L.P., Elliott Associates, L.P., and Elliott International, L.P.

Incorporated herein by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed on November 20, 2023

10.44† Consent and Indemnity Agreement, dated as of February 6, 2018, by and among NRG Energy, Inc., NRG Repowering Holdings LLC, NRG Yield, Inc., and GIP III Zephyr Acquisition Partners, L.P., and NRG Yield Operating LLC (solely with respect to Sections E.5, E.6 and G.12).

Incorporated herein by reference to Exhibit 10.34 to NRG Yield, Inc.'s Annual Report on Form 10-K filed on March 1, 2018.

19.1 Insider Trading Policy

Filed herewith.

21.1 Subsidiaries of NRG Energy, Inc.

16 unchanged sentences

Clawback Policy

Filed herewith.

Incorporated herein by reference to Exhibit 97 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

101 INS Inline XBRL Instance Document.

21 unchanged sentences

/s/ LAWRENCE S.

Interim President and Chief Executive Officer

President and Chief Executive Officer

February 26, 2025

6 unchanged sentences

/s/ LAWRENCE S.

COBEN Interim President and Chief Executive Officer and February 28, 2024

COBEN President and Chief Executive Officer and February 26, 2025

Coben Director (Principal Executive Officer, Chair of the Board)

14 unchanged sentences

/s/ MARWAN FAWAZ Director February 26, 2025

HOBBY Director February 28, 2024

/s/ KEVIN HOWELL Director February 26, 2025

/s/ ALEX POURBAIX Director February 26, 2025

2 unchanged sentences

Alexandra Pruner

SCHAUMBURG Director February 28, 2024

/s/ MARCIE C.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures