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(b)	GenOn, which represented 16,423 MW of global generation at December 31, 2016, was deconsolidated from NRG for financial reporting purposes on June 14, 2017.

(i)	NRG Yield's total generation capacity includes 6 MWs for noncontrolling interest for Spring Canyon II and III. NRG Yield's total generation capacity net of this noncontrolling interest was 5,241 MWs.

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(a)	Net coal and nuclear capacity represents nominal summer net MW capacity of power generated as adjusted for the Company's current ownership position excluding capacity from inactive/mothballed units, see Item 2 - Properties for units scheduled to be deactivated.

(b)	Forecasted generation dispatch output (MWh) based on forward price curves as of December 31, 2017, which is then divided by number of hours in a given year to arrive at MW capacity. The dispatch takes into account planned and unplanned outage assumptions.

(c)

Includes amounts under power sales contracts and natural gas hedges. The forward natural gas quantities are reflected in equivalent GWh based on forward market implied heat rate as of December 31, 2017, and then combined with power sales to arrive at equivalent GWh hedged. The coal and nuclear sales include swaps and delta of options sold which is subject to change. For detailed information on the Company's hedging methodology through use of derivative instruments, see discussion in Item 15 - Note 5, Accounting for Derivative Instruments and Hedging Activities, to the Consolidated Financial Statements. Includes inter-segment sales from the Company's wholesale power generation business to the retail business.

(d)	Percentage hedged is based on total coal and nuclear sales as described in (c) above divided by the forecasted coal and nuclear capacity.

(e)	Represents U.S. coal and nuclear sales, including energy revenue and demand charges.

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(a)	Net coal capacity represents nominal summer net MW capacity of power generated as adjusted for the Company's current ownership position excluding capacity from inactive/mothballed units, see Item 2 - Properties for units scheduled to be deactivated.

(b)	Forecasted generation dispatch output (MWh) based on forward price curves as of December 31, 2017, which is then divided by number of hours in a given year to arrive at MW capacity. The dispatch takes into account planned and unplanned outage assumptions.

(c)

Includes amounts under power sales contracts and natural gas hedges. The forward natural gas quantities are reflected in equivalent GWh based on forward market implied heat rate as of December 31, 2017, and then combined with power sales to arrive at equivalent GWh hedged. The coal sales include swaps and delta of options sold which is subject to change. For detailed information on the Company's hedging methodology through use of derivative instruments, see discussion in Item 15 - Note 5, Accounting for Derivative Instruments and Hedging Activities, to the Consolidated Financial Statements. Includes inter-segment sales from the Company's wholesale power generation business to the retail business.

(d)	Percentage hedged is based on total coal sales as described in (c) above divided by the forecasted coal capacity.

(e)	Represents U.S. coal sales, including energy revenue and demand charges, excluding revenues derived from capacity auctions.

•

Capacity auctions — The Company's largest sources of capacity revenues are capacity auctions in PJM, ISO-NE, and NYISO. Both ISO-NE and PJM operate a pay-for-performance model where capacity payments are modified based on real-time performance, where NRG's actual revenues will be the combination of revenues based on the cleared auction MWs plus the net of any over- and under-performance of NRG's fleet. In addition, MISO has an annual auction, known as the Planning Resource Auction, or PRA. The Gulf Coast assets situated in the MISO market may participate in this auction.

•

Resource adequacy and bilateral contracts — In California, there is a resource adequacy requirement that is primarily satisfied through bilateral contracts. Such bilateral contracts are typically short-term resource adequacy contracts. When bilateral contracting does not satisfy the resource adequacy need, such shortfalls can be addressed through procurement tools administered by the CAISO, including the capacity procurement mechanism or reliability must-run contracts. In addition, NRG earns demand payments from its long-term full-requirements load contracts with nine Louisiana distribution cooperatives, which expire in 2025. Demand payments from the current long-term contracts are tied to summer peak demand and provide a mechanism for recovering a portion of the costs associated with new or changed environmental laws or regulations. In Texas, capacity and contracted revenues are through bilateral contracts with load serving entities.

•	Long-term PPAs — Output from the majority of renewable energy assets and certain conventional energy plants is sold through long-term PPAs and tolling agreements to a single counterparty, which is often a utility or commercial customer.

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(a)	Includes expected coal inventory draw down.

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(a)	NRG Yield includes thermal generation.

(b)	Net generation excludes equity method investments.

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(a)	MWh information reflects the Company's undivided interest in total MWh generated by STP.

(b)	Gas and Dual-Fuel includes thermal heating and chilled water generation as well as assets contracted under tolling agreements.

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(a)	Primarily consists of revenues generated by the Thermal business (NRG Yield segment), operation and maintenance revenues and unrealized trading activities, primarily at BETM (Generation segment).

(b)	Energy revenues include inter-segment sales primarily between Generation and Retail.

(c)	Primarily consists of revenues generated by the Thermal business (NRG Yield segment), operation and maintenance revenues and unrealized trading activities, primarily at BETM (Generation segment).

(d)	Energy revenues include inter-segment sales primarily between Generation and Retail.

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(e)	Primarily consists of revenues generated by the Thermal business (NRG Yield segment), operation and maintenance revenues and unrealized trading activities, primarily at BETM (Generation segment).

(f)	Energy revenues include inter-segment sales primarily between Generation and Retail.

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•	the length of time the GenOn Entities will operate under the Chapter 11 proceedings and their ability to successfully emerge, including with respect to obtaining any necessary regulatory approvals;

•	the ability of the GenOn Entities to consummate their plan of reorganization;

•	risks associated with third party motions, proceedings and litigation in the Chapter 11 proceedings, which may interfere with the GenOn Entities’ plan of reorganization;

•	NRG’s and the GenOn Entities’ ability to manage contracts that are critical to NRG’s operations, and to obtain and maintain appropriate credit and other terms with customers, suppliers and service providers;

•	NRG’s ability to attract, retain and motivate key employees;

•	NRG’s ability to fund and execute its business plan;

•	the disposition or resolution of all pre-petition claims against NRG and the GenOn Entities; and

•	NRG’s ability to maintain existing customers and vendor relationships and expand sales to new customers.

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•	changes in generation capacity in the Company’s markets, including the addition of new supplies of power as a result of the development of new plants, expansion of existing plants, the continued operation of uneconomic power plants due to state subsidies, or additional transmission capacity;

•	environmental regulations and legislation;

•	electric supply disruptions, including plant outages and transmission disruptions;

•	changes in power transmission infrastructure;

•	fuel transportation capacity constraints or inefficiencies;

•	changes in law, including judicial decisions;

•	weather conditions, including extreme weather conditions and seasonal fluctuations, including the effects of climate change;

•	changes in commodity prices and the supply of commodities, including but not limited to natural gas, coal and oil;

•	changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools and practices, distributed generation, and more efficient end-use technologies;

•	development of new fuels, new technologies and new forms of competition for the production of power;

•	fuel price volatility;

•	economic and political conditions;

•	regulations and actions of the ISOs and RTOs;

•	federal and state power regulations and legislation;

•	changes in prices related to RECs; and

•	changes in capacity prices and capacity markets.

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•	weather conditions;

•	seasonality;

•	demand for energy commodities and general economic conditions;

•	disruption or other constraints or inefficiencies of electricity, gas or coal transmission or transportation;

•	additional generating capacity;

•	availability and levels of storage and inventory for fuel stocks;

•	natural gas, crude oil, refined products and coal production levels;

•	changes in market liquidity;

•	federal, state and foreign governmental regulation and legislation; and

•	the creditworthiness and liquidity and willingness of fuel suppliers/transporters to do business with the Company.

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•	varying supply procurement contracts used and the timing of entering into related contracts;

•	subsequent changes in the overall price of natural gas;

•	daily, monthly or seasonal fluctuations in the price of natural gas relative to the 12-month forward prices;

•	transmission constraints and the Company's ability to move power to its customers; and

•	changes in market heat rate (i.e., the relationship between power and natural gas prices).

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•	inability to obtain sufficient funding on reasonable terms and/or necessary government financial incentives;

•	delays in obtaining necessary permits and licenses;

•	inability to sell down interests in a project or develop successful partnering relationships;

•	environmental remediation of soil or groundwater at contaminated sites;

•	interruptions to dispatch at the Company's facilities;

•	supply interruptions;

•	work stoppages;

•	labor disputes;

•	weather interferences;

•	unforeseen engineering, environmental and geological problems, including those related to climate change;

•	unanticipated cost overruns;

•	exchange rate risks; and

•	failure of contracting parties to perform under contracts, including EPC contractors.

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•	multiple and potentially conflicting laws, regulations and policies that are subject to change;

•	imposition of currency restrictions on repatriation of earnings or other restraints;

•	imposition of burdensome tariffs or quotas;

•	national and international conflict, including terrorist acts; and

•	political and economic instability or civil unrest that may severely disrupt economic activity in affected countries.

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•	increasing NRG's vulnerability to general economic and industry conditions;

•	requiring a substantial portion of NRG's cash flow from operations to be dedicated to the payment of principal and interest on its indebtedness, therefore reducing NRG's ability to pay dividends to holders of its preferred or common stock or to use its cash flow to fund its operations, capital expenditures and future business opportunities;

•	limiting NRG's ability to enter into long-term power sales or fuel purchases which require credit support;

•	exposing NRG to the risk of increased interest rates because certain of its borrowings, including borrowings under its senior secured credit facility are at variable rates of interest;

•	limiting NRG's ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and

•	limiting NRG's ability to adjust to changing market conditions and placing it at a competitive disadvantage compared to its competitors who have less debt.

•	general economic and capital market conditions;

•	credit availability from banks and other financial institutions;

•	investor confidence in NRG, its partners and the regional wholesale power markets;

•	NRG's financial performance and the financial performance of its subsidiaries;

•	NRG's level of indebtedness and compliance with covenants in debt agreements;

•	maintenance of acceptable credit ratings;

•	cash flow; and

•	provisions of tax and securities laws that may impact raising capital.

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•	NRG's ability to achieve the expected benefits of its Transformation Plan;

•	NRG's ability to engage in successful sales and divestitures as well as mergers and acquisitions activity;

•	The potential adverse effects of the GenOn Entities' filings under Chapter 11 of the Bankruptcy Code and restructuring transactions on NRG's operations, management and employees and the risks associated with operating NRG's business during the restructuring process;

•	Risks and uncertainties associated with the GenOn Entities' Chapter 11 Cases including the ability to achieve anticipated benefits therefrom;

•	General economic conditions, changes in the wholesale power markets and fluctuations in the cost of fuel;

•	Volatile power supply costs and demand for power;

•	Changes in law, including judicial decisions;

•

Hazards customary to the power production industry and power generation operations such as fuel and electricity price volatility, unusual weather conditions (including wind and solar conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that NRG may not have adequate insurance to cover losses as a result of such hazards;

•	The effectiveness of NRG's risk management policies and procedures, and the ability of NRG's counterparties to satisfy their financial commitments;

•	Counterparties' collateral demands and other factors affecting NRG's liquidity position and financial condition;

•	NRG's ability to operate its businesses efficiently and generate earnings and cash flows from its asset-based businesses in relation to its debt and other obligations;

•	NRG's ability to enter into contracts to sell power and procure fuel on acceptable terms and prices;

•	The liquidity and competitiveness of wholesale markets for energy commodities;

•	Government regulation, including changes in market rules, rates, tariffs and environmental laws;

•	Price mitigation strategies and other market structures employed by ISOs or RTOs that result in a failure to adequately and fairly compensate NRG's generation units;

•	NRG's ability to mitigate forced outage risk for units subject to capacity performance requirements in PJM, performance incentives in ISO-NE, and scarcity pricing in ERCOT;

•	NRG's ability to borrow funds and access capital markets, as well as NRG's substantial indebtedness and the possibility that NRG may incur additional indebtedness going forward;

•	Operating and financial restrictions placed on NRG and its subsidiaries that are contained in the indentures governing NRG's outstanding notes, in NRG's Senior Credit Facility, and in debt and other agreements of certain of NRG subsidiaries and project affiliates generally;

•	Cyber terrorism and inadequate cybersecurity, or the occurrence of a catastrophic loss and the possibility that NRG may not have adequate insurance to cover losses resulting from such hazards or the inability of NRG's insurers to provide coverage;

•	NRG's ability to develop and build new power generation facilities;

•	NRG's ability to develop and innovate new products as retail and wholesale markets continue to change and evolve;

•	NRG's ability to implement its strategy of finding ways to meet the challenges of climate change, clean air and protecting natural resources while taking advantage of business opportunities;

•	NRG's ability to increase cash from operations through operational and commercial initiatives, corporate efficiencies, asset strategy, and a range of other programs throughout NRG to reduce costs or generate revenues;

•	NRG's ability to sell assets to NRG Yield, Inc. and to close drop-down transactions;

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•	NRG's ability to achieve its strategy of regularly returning capital to stockholders;

•	NRG's ability to obtain and maintain retail market share;

•	NRG's ability to successfully evaluate investments and achieve intended financial results in new business and growth initiatives;

•	NRG's ability to successfully integrate, realize cost savings and manage any acquired businesses; and

•	NRG's ability to develop and maintain successful partnering relationships.

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(a)	Actual capacity can vary depending on factors including weather conditions, operational conditions, and other factors. Additionally, ERCOT requires periodic demonstration of capability, and the capacity may vary individually and in the aggregate from time to time.

(b)	Generation capacity figure consists of the Company's 44% interest in the two units at STP.

(c)	NRG leases 100% interests in the Powerton facility and Units 7 and 8 of the Joliet facility through facility lease agreements expiring in 2034 and 2030, respectively.  NRG owns 100% interest in Joliet Unit 6.  NRG operates the Powerton and Joliet facilities.

(d)	These units are located on property owned by SDG&E under an annual license agreement. The Miramar and El Cajon sites (51 MW) retired on January, 1, 2017.

(e)	The output of Princeton Hospital is primarily dedicated to serving the hospital.  Excess power is sold to the local utility under its state-jurisdictional tariff.

(f)	Encina Unit 1 was deactivated on March 31, 2017.

(g)	Capacity attributable to noncontrolling interest for these Renewables facilities was 685 MWs as of December 31, 2017.

(h)	In January 2018, NRG sold the Eastridge assets to a third party.

(i)	Assets that are part of NRG's South Central business.

(j)	Assets that are not included in the announced sale of NRG's ownership in NRG Yield, Inc. Agua Caliente remains as a ROFO asset under the ROFO Agreement between NRG and NRG Yield, Inc.

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(a)	Net MWt capacity excludes 134 MWt available under the right-to-use provisions contained in agreements between two of NRG Yield Inc.'s thermal facilities and certain of its customers.

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(a)	Excludes impairment losses and impairment losses on investments.

(b)	Includes goodwill impairment as described in Item 15 - Note 11, Goodwill and Other Intangibles, to the Consolidated Financial Statements.

(c)

Liquidity position is determined as disclosed in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Liquidity Position. It excludes collateral funds deposited by counterparties of $37 million, $2 million, and $91 million as of December 31, 2017, 2016 and 2015, respectively, which represents cash held as collateral from hedge counterparties in support of energy risk management activities. It is the Company's intention to limit the use of these funds for repayment of the related current liability for collateral received in support of energy risk management activities.

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•	Executive Summary, including the business environment in which NRG operates, a discussion of regulation, weather, competition and other factors that affect the business, and significant events that are important to understanding the results of operations and financial condition;

•	Results of operations, including an explanation of significant differences between the periods in the specific line items of NRG's Consolidated Statements of Operations;

•	Financial condition addressing credit ratings, liquidity position, sources and uses of cash, capital resources and requirements, commitments, and off-balance sheet arrangements; and

•	Critical accounting policies which are most important to both the portrayal of the Company's financial condition and results of operations, and which require management's most difficult, subjective or complex judgment.

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•	seasonal, daily and hourly changes in demand;

•	extreme peak demands;

•	available supply resources;

•	transportation and transmission availability and reliability within and between regions;

•	location of NRG's generating facilities relative to the location of its load-serving opportunities;

•	procedures used to maintain the integrity of the physical electricity system during extreme conditions; and

•	changes in the nature and extent of federal and state regulations.

•	weather conditions;

•	market liquidity;

•	capability and reliability of the physical electricity and gas systems;

•	local transportation systems; and

•	the nature and extent of electricity deregulation.

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•	NRG is in process of executing its Transformation Plan. The three-part, three-year plan is comprised of targets in the areas of operational and cost excellence, portfolio optimization, and capital structure and allocation enhancement. For further discussion, refer to Item 1 - Business.

•	During 2017, NRG received cash proceeds from asset sales in the amount of $150 million, which includes the sales to NRG Yield, Inc. (also included below in Transfers of Assets Under Common Control) and sale of Minnesota wind projects to third parties.

•	On February 6, 2018, NRG entered into a purchase and sale agreement with GIP to sell NRG's ownership in NRG Yield, Inc. and NRG's renewables platform for a total purchase price of $1.375 billion, subject to certain conditions.

•	On February 6, 2018, NRG entered into a purchase and sale agreement with Cleco to sell NRG's South Central business for a total purchase price of $1.0 billion, subject to certain adjustments.

•	On January 24, 2018, the Company entered into an agreement with NRG Yield, Inc. to sell 100% of its ownership interest in Buckthorn Solar for cash consideration of $42 million, subject to other adjustments.

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On February 6, 2018, the Company entered into an agreement with NRG Yield, Inc. to sell 100% of the membership interests in Carlsbad Energy Holdings LLC, which owns the Carlsbad project, a 527 MW natural gas fired project in Carlsbad, CA, pursuant to the ROFO Agreement. The purchase price for the transaction is $365 million in cash consideration, subject to customary working capital and other adjustments.

•	On February 23, 2018, the Company entered into an agreement to sell BETM to a third party for $70 million. The transaction is expected to close in the second half of 2018 and is subject to various customary closing conditions, approvals and consents.

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On June 14, 2017, the GenOn Entities filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. On December 12, 2017, the Bankruptcy Court entered an order confirming the plan of reorganization. For further discussion, refer to Item 15 — Note 1, Nature of Business, Note 3, Discontinued Operations, Acquisitions and Dispositions, and Note 21, Related Party Transactions, to the Consolidated Financial Statements.

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As of December 31, 2017, as a result of the Tax Act, the Company reduced its deferred tax assets by $733 million offset by valuation allowance of $660 million. In addition, the Company established a non-current receivable for its refundable AMT credits of $64 million, net of sequestration. The net impact of the Tax Act on net income is a decrease of $9 million primarily due to the expense of $73 million resulting from the Company's revaluation of its net deferred tax asset, partially offset by a $64 million benefit from establishing the AMT credit receivable.

•	During 2017, the Company completed the sale of several projects totaling 555 MW to NRG Yield, Inc. for aggregate cash consideration of approximately $245 million, as discussed in more detail in Item 15 — Note 3, Discontinued Operations, Acquisitions and Dispositions, to the Consolidated Financial Statements.

•	Debt Issuances — During 2017, the Company issued approximately $0.9 billion in recourse debt, approximately $0.8 billion in non-recourse debt and repriced the 2023 Term Loan Facility as discussed in more detail in Item 15 - Note 12, Debt and Capital Leases, to the Consolidated Financial Statements.

•	Debt Repurchases — During 2017, the Company repurchased $1.5 billion in aggregate principal of outstanding Senior Notes for approximately $1.5 billion, including accrued interest, as discussed in more detail in Item 15 - Note 12, Debt and Capital Leases, to the Consolidated Financial Statements.

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•	In late August 2017, Hurricane Harvey made landfall on the Texas coast.  During the third quarter of 2017, the Company’s Retail business was impacted by Hurricane Harvey by approximately $20 million.

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In addition, during August 2017, NRG's Cottonwood generating station was damaged when the Sabine River Authority opened the floodgates of the Toledo Bend reservoir, which resulted in downstream flooding of the Sabine River. The generating station was returned to service during the fourth quarter of 2017. The Company estimates the impact of the Cottonwood damage and Hurricane Harvey on Gulf Coast Generation to be approximately $20 million.

•	Impairment losses — During 2017, the Company recorded impairment losses of $1.7 billion as discussed in more detail in Item 15 — Note 10, Asset Impairments and Note 11, Goodwill and Other Intangibles, to the Consolidated Financial Statements.

•	Impairment losses on Investments — During 2017, the Company recorded impairment losses of $79 million related primarily to Petra Nova, as discussed in more detail in Item 15 — Note 10, Asset Impairments, to the Consolidated Financial Statements.

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(a)	Includes realized gains and losses from financially settled transactions.

(b)	Includes unrealized trading gains and losses.

(c)	Includes amortization of SO2 and NOx credits and excludes amortization of RGGI credits.

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(a)

National Oceanic and Atmospheric Administration-Climate Prediction Center - A Cooling Degree Day, or CDD, represents the number of degrees that the mean temperature for a particular day is above 65 degrees Fahrenheit in each region. A Heating Degree Day, or HDD, represents the number of degrees that the mean temperature for a particular day is below 65 degrees Fahrenheit in each region. The CDDs/HDDs for a period of time are calculated by adding the CDDs/HDDs for each day during the period.

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(a)	Includes intercompany sales of $5 million and $4 million in 2017 and 2016, respectively, representing sales from Retail to the Gulf Coast region.

(b)	Includes intercompany purchases of $1,035 million and $850 million in 2017 and 2016, respectively.

(c)	Includes volumes for 2017 for one customer that self-supplied their volumes for all of 2016 versus only two months in 2017.

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(a)	Represents the elimination of the intercompany activity between Retail and Generation.

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(a)	Includes realized gains and losses from financially settled transactions.

(b)	Includes unrealized trading gains and losses.

(c)	Includes amortization of SO2 and NOx credits and excludes amortization of RGGI.

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(a)	Includes intercompany sales of $4 million and $3 million in 2016 and 2015, respectively, representing sales from Retail to the Gulf Coast region.

(b)	Includes intercompany purchases of $850 million and $895 million in 2016 and 2015, respectively.

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(a)	Represents the elimination of the intercompany activity between Retail and Generation.

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(a)	Represents the elimination of the intercompany activity between Retail and Generation.

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(a)	Includes reserves primarily for debt service, performance obligations, and capital expenditures.

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(a)	Equivalent Net Sales include natural gas swaps converted using a weighted average heat rate by region.

(b)	Net coal and nuclear capacity represents 80% of the Company's total coal and nuclear assets eligible under the first lien, which excludes coal assets acquired in the GenOn and EME (including Midwest Generation) acquisitions, assets in NRG Yield, Inc. and NRG's assets that have project-level financing.

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(a)	Debt associated with the asset sales announced in February 2018.

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•	Environmental capital expenditures — For the year ended December 31, 2017, the Company's environmental capital expenditures included the final payments for DSI/ESP upgrades at the Powerton facility and the Joliet gas conversion to satisfy CPS.

•	Growth Investments capital expenditures — For the year ended December 31, 2017, the Company's growth investment capital expenditures included $414 million for solar projects, $324 million for repowering projects, $93 million for wind projects, and $62 million for the Company's other growth projects.

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(a)	Excludes $30 million non-current payable relating to NRG's uncertain tax benefits under ASC 740 as the period of payment cannot be reasonably estimated. Also excludes $771 million of asset retirement obligations which are discussed in Item 15 — Note 13, Asset Retirement Obligations, to the Consolidated Financial Statements.

(b)	These amounts represent the Company's estimated minimum pension contributions required under the Pension Protection Act of 2006. These amounts represent estimates that are based on assumptions that are subject to change.

(c)	These amounts represent estimates that are based on assumptions that are subject to change. The minimum required contribution for years after 2027 are currently not available.

(d)	Includes water right agreements, service and maintenance agreements, stadium naming rights, LTSA commitments and other contractual obligations.

(a)	Excludes $92 million and $272 million of letters of credit issued under the intercompany revolving credit agreement between NRG and GenOn as of December 31, 2017 and 2016, respectively.

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•	Significant decrease in the market price of a long-lived asset;

•	Significant adverse change in the manner an asset is being used or its physical condition;

•	Adverse business climate;

•	Accumulation of costs significantly in excess of the amount originally expected for the construction or acquisition of an asset;

•	Current period loss combined with a history of losses or the projection of future losses; and

•	Change in the Company's intent about an asset from an intent to hold to a greater than 50% likelihood that an asset will be sold or disposed of before the end of its previously estimated useful life.

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•	The Company applied a discounted cash flow methodology to the long-term budgets for all of the plants in the region. The significant assumptions used to derive the long-term budgets used in the income approach are affected by the following key inputs:

◦

The Company's views of power and fuel prices consider market prices for the first five-year period and the Company's fundamental view for the longer term, which reflect the Company's long-term view of the price of natural gas. The Company's fundamental view for the longer term reflects the implied power price and heat rate that would support new build of a combined cycle gas plant. The price of natural gas plays an important role in setting the price of electricity in many of the regions where NRG operates power plants. Hedging is included to the extent of contracts already in place;

◦	The Company's estimate of generation, fuel costs, capital expenditure requirements and the existing and anticipated impact of environmental regulations;

◦	The Company's fundamental view for the longer term, cash flows for the plants in the region were included in the fair value calculation through the end of each plants' estimated useful life; and

◦	Projected generation and resulting energy gross margin in the long-term budgets is based on an hourly dispatch that simulates dispatch of each unit into the power market. The dispatch simulation is based on power prices, fuel prices, and the physical and economic characteristics of each plant.

•

The Company applied a discounted cash flow methodology to the long-term budgets for the Texas Non-Commodity and Goal Zero reporting units. The significant assumptions used to derive the long-term budgets used in the income approach are affected by the following key inputs: a terminal value utilizing assumed growth rates and discount rates that reflect the inherent cash flow risk for each reporting unit.

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•	Manage and hedge fixed-price purchase and sales commitments;

•	Manage and hedge exposure to variable rate debt obligations;

•	Reduce exposure to the volatility of cash market prices, and

•	Hedge fuel requirements for the Company's generating facilities.

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(a)	Counterparty credit exposure excludes uranium and coal transportation contracts because of the unavailability of market prices.

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

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1.	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;

2.	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that the Company's receipts and expenditures are being made only in accordance with authorizations of its management and directors; and

3.	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial statements.

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(1)

Consists of shares issuable under the NRG LTIP and the ESPP. The NRG LTIP became effective upon the Company's emergence from bankruptcy. On April 27, 2017, the NRG LTIP was amended and restated to increase the number of shares available for issuance to 25,000,000. The ESPP, as amended and restated, was approved by the Company's stockholders on April 27, 2017, and became effective April 28, 2017. As of December 31, 2017, there were 3,107,050 shares reserved from the Company's treasury shares for the ESPP.

(2)

Consists of shares issuable under the NRG GenOn LTIP. On December 14, 2012, in connection with the Merger, NRG assumed the GenOn Energy, Inc. 2010 Omnibus Incentive Plan and changed the name to the NRG 2010 Stock Plan for GenOn Employees, or the NRG GenOn LTIP. While the GenOn Energy, Inc. 2010 Omnibus Incentive Plan was previously approved by stockholders of RRI Energy, Inc. before it became GenOn, the plan is listed as “not approved” because the NRG GenOn LTIP was not subject to separate line item approval by NRG's stockholders when the Merger (which included the assumption of this plan) was approved. As part of the Merger, NRG also assumed the GenOn Energy, Inc. 2002 Long-Term Incentive Plan, the GenOn Energy, Inc. 2002 Stock Plan, and the Mirant Corporation 2005 Omnibus Incentive Compensation Plan. NRG has no intention of making any grants or awards of its own equity securities under these plans. The number of securities to be issued upon the exercise of outstanding awards under these plans is 227,531 at a weighted-average exercise price of $36.07. See Item 15 — Note 20, Stock-Based Compensation, to Consolidated Financial Statements for a discussion of the NRG GenOn LTIP.

(3)	Consists of 8,724,595 shares of common stock under NRG's LTIP and 3,107,050 shares of treasury stock reserved for issuance under the ESPP. In the first quarter of 2018, 175,862 shares were issued to employees' accounts from the treasury stock reserve for the ESPP. Beginning January 2018, NRG suspended the ESPP.

(4)	Upon adoption of the NRG Amended and Restated LTIP effective April 27, 2017, no securities remain available for future issuance under the NRG GenOn LTIP. See Note 20, Stock-Based Compensation, for additional information.

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•	Current income tax expense or benefit consists solely of current taxes payable less applicable tax credits, and

•	Deferred income tax expense or benefit is the change in the net deferred income tax asset or liability, excluding amounts charged or credited to accumulated other comprehensive income.

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1)	The dismissal of litigation and full releases from GenOn and GenOn Americas Generation in favor of NRG upon the earlier of the consummation of the GenOn Entities' plan of reorganization or the Settlement Agreement; a condition precedent to the consummation of the Settlement Agreement is a full release or indemnification in favor of NRG from any claims of GenOn Mid-Atlantic and REMA.

2)

NRG will provide settlement cash consideration to GenOn of $261.3 million, which will be paid in cash less any amounts owed to NRG under the intercompany secured revolving credit facility. As of December 31, 2017, GenOn owed NRG approximately $125 million under the intercompany secured revolving credit facility. See Note 21, Related Party Transactions, for further discussion of the intercompany secured revolving credit facility.

3)	NRG will consent to the cancellation of its interests in the equity of GenOn and be entitled to a worthless stock deduction, as further described in the tax matters agreement. The equity interests in the reorganized GenOn will be issued to the holders of the GenOn Senior Notes.

4)

NRG will retain the pension liability, including payment of approximately $13 million of 2017 pension contributions, for GenOn employees for service provided prior to the completion of the reorganization, which was paid in September 2017. GenOn’s pension liability as of December 31, 2017, was approximately $92 million. NRG will also retain the liability for GenOn’s post-employment and retiree health and welfare benefits, in an amount up to $25 million.

5)

The shared services agreement between NRG and GenOn was terminated and replaced as of the plan confirmation date with a transition services agreement. Under the transition services agreement, NRG will continue to provide the shared services and other separation services at an annualized rate of $84 million, subject to certain credits and adjustments. See Note 21, Related Party Transactions, for further discussion of the Services Agreement.

6)	NRG will provide a credit of $28 million to GenOn to apply against amounts owed under the transition services agreement. Any unused amount can be paid in cash at GenOn’s request. The credit was intended to reimburse GenOn for its payment of financing costs.

7)

NRG agreed to provide GenOn with a letter of credit facility during the pendency of the Chapter 11 Cases, which could be utilized for required letters of credit in lieu of the intercompany secured revolving credit facility. GenOn can no longer utilize the intercompany secured revolving credit facility and, on July 27, 2017, the letter of credit facility was terminated, as GenOn had obtained a separate letter of credit facility with a third party financial institution. See Note 21, Related Party Transactions, for further discussion of the intercompany secured revolver credit facility

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8)	NRG and GenOn have agreed to cooperate in good faith to maximize the value of certain development projects. Pursuant to this, GenOn made a one-time payment in the amount of $15 million to NRG in December 2017 as compensation for a purchase option with respect to the Canal 3 project.

1)	The intercompany secured revolving credit facility with NRG;

2)	The indenture governing the GenOn 7.875% Senior Notes due 2017 (as amended or supplemented from time to time);

3)	The indenture governing the GenOn 9.500% Notes due 2018 (as amended or supplemented from time to time);

4)	The indenture governing the GenOn 9.875% Notes due 2020 (as amended or supplemented from time to time);

5)	The indenture governing the GenOn Americas Generation 8.50% Senior Notes due 2021 (as amended or supplemented from time to time); and

6)	The indenture governing the GenOn Americas Generation 9.125% Senior Notes due 2031 (as amended or supplemented from time to time).

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•	Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. NRG's financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities, energy derivatives, and trust fund investments.

•

Level 2 — inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. NRG's financial assets and liabilities utilizing Level 2 inputs include fixed income securities, exchange-based derivatives, and over the counter derivatives such as swaps, options and forward contracts.

•	Level 3 — unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. NRG's financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models.

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(a)	Consists of derivatives assets and liabilities, net.

(b)	Transfers into/out of Level 3 are related to the availability of 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.

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(a)	Consists of derivatives assets and liabilities, net.

(b)	Transfers into/out of Level 3 are related to the availability of 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.

(c)	All Trust Fund Investments were considered transferred out of Level 3 as these investments are measured using net asset value as a practical expedient and are thus classified outside of the fair value hierarchy as of December 31, 2016.

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(a)	Counterparty credit exposure excludes uranium and coal transportation contracts because of the unavailability of market prices.

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

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•	Forward contracts, which commit NRG to purchase or sell energy commodities or purchase fuels in the future;

•	Futures contracts, which are exchange-traded standardized commitments to purchase or sell a commodity or financial instrument;

•	Swap agreements, which require payments to or from counterparties based upon the differential between two prices for a predetermined contractual, or notional, quantity;

•	Option contracts, which convey to the option holder the right but not the obligation to purchase or sell a commodity;

•

Extendable swaps, which include a combination of swaps and options executed simultaneously for different periods. This combination of instruments allows NRG to sell out-year volatility through call options in exchange for natural gas swaps with fixed prices in excess of the market price for natural gas at that time. The above-market swap combined with its later-year call option are priced in aggregate at market at the trade's inception; and

•	Weather derivative products used to mitigate a portion of lost revenue due to weather.

•	Fixing the price for a portion of anticipated future electricity sales that provides an acceptable return on the Company's electric generation operations;

•	Fixing the price of a portion of anticipated fuel purchases for the operation of the Company's power plants; and

•	Fixing the price of a portion of anticipated power purchases for the Company's retail sales.

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•	Forward and financial contracts for the purchase/sale of electricity and related products economically hedging NRG's generation assets' forecasted output or NRG's retail load obligations through 2031;

•	Forward and financial contracts for the purchase of fuel commodities relating to the forecasted usage of NRG's generation assets through 2019; and

•	Other energy derivatives instruments extending through 2024.

•	Load-following forward electric sale contracts extending through 2026;

•	Power tolling contracts through 2043;

•	Coal purchase contracts through 2021;

•	Power transmission contracts through 2025;

•	Natural gas transportation contracts and storage agreements through 2030; and

•	Coal transportation contracts through 2029.

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(a)	The current portion of notes receivable is recorded in prepayments and other current assets on the consolidated balance sheets.

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Emission Allowances — These intangibles primarily consist of SO2 and NOx emission allowances established with the 2006 Texas Genco acquisition and also include RGGI emission credits which NRG began purchasing in 2009. These emission allowances are held-for-use and are amortized to cost of operations, with NOx allowances amortized on a straight-line basis and SO2 allowances and RGGI credits amortized based on units of production. During the year ended December 31, 2017, the Company recorded an impairment loss of $20 million to reduce the value of excess SO2 allowances to zero.

•	Energy supply contracts — Established with the acquisitions of Reliant Energy and Green Mountain Energy, these represent the fair value at the acquisition date of in-market contracts for the purchase of energy to serve retail electric customers. The contracts are amortized to cost of operations based on the expected delivery under the respective contracts.

•	In-market fuel (gas and nuclear) contracts — These intangibles were established with the Texas Genco acquisition in 2006 and are amortized to cost of operations over expected volumes over the life of each contract.

•

Customer contracts — Established with the acquisitions of Reliant Energy, Green Mountain Energy, and Northwind Phoenix, these intangibles represent the fair value at the acquisition date of contracts that primarily provide electricity to Reliant Energy's and Green Mountain Energy's C&I customers. These contracts are amortized to revenues based on expected volumes to be delivered for the portfolio.

•

Customer relationships — These intangibles represent the fair value at the acquisition date of acquired businesses' customer base, primarily for Dominion, Energy Alternatives, Energy Plus, Reliant Energy, Green Mountain Energy, Energy Systems, Energy Curtailment Specialists, and Source Power & Gas. The customer relationships are amortized to depreciation and amortization expense based on the expected discounted future net cash flows by year.

•	Marketing partnerships — Established with the acquisition of Energy Plus, these intangibles represent the fair value at the acquisition date of existing agreements with loyalty and affinity partners. The marketing partnerships are amortized to depreciation and amortization expense based on the expected discounted future net cash flows by year.

•	Trade names — Established with the Reliant Energy, Green Mountain, Energy Plus and Dominion acquisitions, these intangibles are amortized to depreciation and amortization expense, on a straight-line basis.

•	Power purchase agreements — Established predominantly with the EME and Alta Wind acquisitions, these represent the fair value of PPAs acquired. These will be amortized to revenues, generally on a straight-line basis, over the terms of the PPAs. During the year ended December 31, 2017, the Company recorded an impairment loss of $6 million related to PPAs.

•	Other — Consists of renewable energy credits, wind leasehold rights, costs to extend the operating license for STP Units 1 and 2, and the intangible assets related to purchased ground leases.

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(a)	As of December 31, 2017, L+ equals 3 month LIBOR plus x%, except for the Utah Solar Portfolio where L+ equals 1 month LIBOR plus 2.629%.

(b)	Applicable rate is determined by the Borrower Leverage Ratio, as defined in the credit agreement

(c)	Debt associated with the asset sales announced in February 2018

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(a)	Term loan facility, due 2018 replaced with the Term loan facility due 2023. Discount of $1 million was related to current maturities in 2016.

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A $1.9 billion term loan facility, or the 2023 Term Loan Facility, with a maturity date of June 30, 2023, which will pay interest at a rate of LIBOR plus 2.75%, with a LIBOR floor of 0.75%. The debt was issued at 99.50% of face value; the discount will be amortized to interest expense over the life of the loan. Repayments under the 2023 Term Loan Facility will consist of 0.25% of principal per quarter, with the remainder due at maturity. The proceeds of the new term loan facility as well as cash on hand were used to repay the 2018 Term Loan Facility balance outstanding. A $21 million loss on extinguishment of the Term Loan Facility was recorded during the second quarter of 2016, which consisted of the write-off of previously deferred financing costs. On January 24, 2017, NRG repriced the 2023 Term Loan Facility, reducing the interest rate margin by 50 basis points to LIBOR plus 2.25%, the LIBOR floor remains 0.75%.

•	A $289 million revolving senior credit facility, or the Tranche A Revolving Facility, with a maturity date of July 1, 2018 and a $2.2 billion revolving senior credit facility, or the Tranche B Revolving Facility, with a maturity date of June 30, 2021, which will pay interest at a rate of LIBOR plus 2.25%.

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(a)	The difference between GenOn's postretirement benefit obligation and NRG's retained obligation of $13 million and $21 million is presented in noncurrent liabilities for discontinued operations as of December 31, 2017 and 2016, respectively.

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(a)	The difference between GenOn's postretirement benefit obligation and NRG's retained obligation of $13 million and $21 million is presented in noncurrent liabilities for discontinued operations as of December 31, 2017 and 2016, respectively.

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(a)

Non-Core Assets are defined as diversifying asset classes approved by the Investment Committee that are intended to enhance returns and/or reduce volatility of the U.S. and non-U.S. equities. Asset classes considered Non-Core include, but may not be limited to: Emerging Market Equity, Emerging Market Debt, Non-US Developed Market Small Cap, High Yield Fixed Income, Real Estate, Bank Loans, Global Infrastructure and other Alternatives.

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(a)	As of December 31, 2017, the maximum remaining term under any individual purchased power contract is five years.

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(a)	Excludes$92 million and $272 million of letters of credit issued under the intercompany revolving credit agreement between NRG and GenOn as of December 31, 2017 and 2016, respectively.

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

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

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

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

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

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

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

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

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

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(a)	Represents principally net amounts charged as uncollectible.

(b)	Includes income tax valuation allowance deducted from deferred tax assets recorded as discontinued operations, which amounted to $2,087 million and $2,194 million as of December 31, 2016 and 2015, respectively.

(c)	Represents deconsolidation of GenOn due to its petition for bankruptcy on June 14, 2017.

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1.01	Definitions 2

1.02	Interpretation. 17

2.01	Purchase and Sale 18

2.02	Payment of Purchase Price 18

2.03	Closing. 18

2.04	Aggregate Net Working Capital Adjustment Amount 19

3.01	Existence 22

3.02	Authority 22

3.03	No Consent 22

3.04	No Conflicts 22

3.05	Regulatory Matters 22

3.06	Legal Proceedings 23

3.07	Brokers 23

3.08	Compliance with Laws 23

3.09	The Company and the Subsidiaries. 23

3.10	No Undisclosed Liabilities 24

3.11	Taxes 25

3.12	The Company Contracts. 27

3.13	Real Property 27

3.14	Title 28

3.15	Environmental 28

3.16	Permits 30

3.17	Affiliate Transactions 30

3.18	Intellectual Property. 30

3.19	Insurance 31

3.20	Financial Statements 31

3.21	Absence of Certain Changes 32

3.22	Regulatory Status 32

3.23	Support Obligations 32

3.24	Employee and Benefit Matters 33

3.25	Bankruptcy 36

3.26	No Debt 36

3.27	Warranties 36

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3.28	Inventory 36

3.29	Projects Condition 36

3.30	Anti-Terrorism Laws 37

3.31	Foreign Corrupt Practices Act and Certain Payments 37

3.32	No Other Warranties 38

4.01	Existence 38

4.02	Authority 39

4.03	No Consent 39

4.04	No Conflicts 39

4.05	Permits and Filings 39

4.06	Legal Proceedings 39

4.07	Purchase for Investment 39

4.08	Brokers 40

4.09	Governmental Approvals 40

4.10	Compliance with Laws 40

4.11	FPA/PUHCA 40

4.12	Due Diligence. 40

4.13	Financial Capacity 41

4.14	Trust Accounts 41

5.01	Regulatory and Other Permits. 41

5.02	Access to Information; Confidentiality 42

5.03	Exhibits and Schedules; Notification of Certain Matters 44

5.04	Conduct of Business. 45

5.05	Insurance 47

5.06	Risk of Loss; Casualty 48

5.07	Fulfillment of Conditions 50

5.08	Further Assurances 50

5.09	Post-Closing Access; Preservation of Records 50

5.10	Data Room 51

5.11	No Solicitation 51

5.12	Oxbow Property. 51

5.13	Audited Financials 51

5.14	Financing Cooperation 51

5.15	Equity Settlement of Certain Accounts 51

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5.16	PJM Capacity Revenue 51

6.01	Regulatory and Other Permits 52

6.02	Fulfillment of Conditions 54

6.03	Further Assurances 54

6.04	Support Obligations 54

6.05	Purchaser Parent Guaranty 55

6.06	Post-Closing Access; Preservation of Records 55

6.07	Offers of Employment and Terminations 56

7.01	Bring-Down of Seller’s and the Company’s Representations and Warranties 58

7.02	Performance at Closing 59

7.03	Litigation 59

7.04	Assignment of Membership Interests 59

7.05	Approvals and Consents 59

7.06	Officers’ Certificates 59

7.07	FIRPTA Certificate 60

7.08	Antitrust Authorizations 60

7.09	FPA Matters 60

7.10	LPSC Matters 60

7.11	Agreements 60

7.12	No Change 60

7.13	Mortgages 60

7.14	Assigned Contracts 60

7.15	CFIUS 60

8.01	Bring-Down of Purchaser’s Representations and Warranties 61

8.02	Performance at Closing 61

8.03	Approvals and Consents 61

8.04	Litigation 61

8.05	Deliveries 61

8.06	Antitrust Authorizations 61

8.07	FPA Matters 61

8.08	CFIUS 61

8.09	Agreements 61

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9.01	Certain Taxes 61

9.02	Allocation of Purchase Price 63

10.01	Survival of Representations, Warranties, Covenants and Agreements 64

11.01	Indemnification by Seller 64

11.02	Indemnification by Purchaser 65

11.03	Period for Making Claims 66

11.04	Limitations on Claims 67

11.05	Procedure for Indemnification of Third Party Claims. 68

11.06	Rights of Indemnifying Party in the Defense of Third Party Claims. 68

11.07	Direct Claims 69

11.08	General 70

11.09	Indemnity Treatment 70

11.10	Mitigation 70

12.01	Termination 71

12.02	Effect of Termination. 71

13.01	Notices 72

13.02	Entire Agreement 73

13.03	Specific Performance 73

13.04	Time of the Essence 73

13.05	Expenses 73

13.06	Public Announcements 73

13.07	Waiver 74

13.08	Amendment 74

13.09	No Third Party Beneficiary 74

13.10	Assignment 74

13.11	Severability 74

13.12	Governing Law 74

13.13	Consent to Jurisdiction 75

13.14	Waiver of Jury Trial 75

13.15	Limitation on Certain Damages 75

13.16	Disclosures 76

13.17	Commercially Reasonable Efforts 76

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13.18	Counterparts 76

13.19	Limitation on Liability; Waiver of Claims 76

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1.	Grant of RSUs

2.	Vesting Schedule

3.	Conversion of RSUs and Issuance of Shares

4.	Dividend Equivalent Rights

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5.	Transfer of RSUs

6.	Status of Participant

7.	No Effect on Capital Structure

8.	Expiration and Forfeiture of Award

(a)	Death

(b)	Retirement

(c)	Disability

(d)	Change in Control

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(e)	Termination of Service other than as a result of Death, Retirement, Disability or Change in Control

(f)	Clawback as a result of misconduct

9.	Committee Authority

10.	Plan Controls

11.	Limitation on Rights; No Right to Future Grants

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12.	General Provisions

(a)	Notice

(b)	No Waiver

(c)	Undertaking

(d)	Entire Contract

(e)	Successors and Assigns

(f)	Securities Law Compliance

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(g)	Taxes

(h)	Confidentiality

(i)	Governing Law

(j)	Code Section 409A Compliance

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1.	Grant of RSUs

2.	Vesting Schedule

3.	Conversion of RSUs and Issuance of Shares

4.	Dividend Equivalent Rights

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5.	Transfer of RSUs

6.	Status of Participant

7.	No Effect on Capital Structure

8.	Expiration and Forfeiture of Award

(a)	Death

(b)	Retirement

(c)	Disability

(d)	Change in Control

(e)	Eligible Termination

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(f)	Termination of Service other than as a result of Death, Retirement, Disability, Change in Control or Eligible Termination

(g)	Clawback as a result of misconduct

9.	Committee Authority

10.	Plan Controls

11.	Limitation on Rights; No Right to Future Grants

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12.	General Provisions

(a)	Notice

(b)	No Waiver

(c)	Undertaking

(d)	Entire Contract

(e)	Successors and Assigns

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(f)	Securities Law Compliance

(g)	Taxes

(h)	Confidentiality

(i)	Governing Law

(j)	Code Section 409A Compliance

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Article 1.	Establishment and Term of the Plan 1

Article 2.	Definitions 2

Article 3.	Severance Benefits 6

Article 4.	Ineligibility 10

Article 5.	Restrictive Covenants 11

Article 6.	Certain Change in Control Payments 14

Article 7.	Legal Fees and Notice 14

Article 8.	Successors and Assignment 15

Article 9.	Miscellaneous 15

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(a)	“Accountants” shall have the meaning set forth in Article 6.

(b)	“Base Salary” means the greater of the Executive’s annual rate of salary, whether or not deferred, at: (i) the Effective Date of Termination or (ii) at the date of the Change in Control.

(c)	“Beneficiary” means the persons or entities designated or deemed designated by the Executive pursuant to Section 9.6 herein.

(d)	“Board” means the Board of Directors of the Company.

(e)	“Cause” shall mean one or more of the following:

(i)	the Executive’s willful misconduct or gross negligence in the performance of the Executive’s duties to the Company that has or could reasonably be expected to have an adverse effect on the Company;

(ii)	the Executive’s willful failure to perform the Executive’s duties to the Company (other than as a result of death or a physical or mental incapacity);

(iii)	indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude;

(iv)	the Executive’s performance of any material act of theft, fraud, malfeasance or dishonesty in connection with the performance of the Executive’s duties to the Company;

(v)	breach of any written agreement between the Executive and the Company, or a violation of the Company’s code of conduct or other written policy; or

(vi)	any other material breach of Article 5 of this Plan.

(f)	“Change-in-Control Severance Benefits” means the Severance Benefit described in Section 3.2.

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(g)	“Change in Control” shall mean the first to occur of any of the following events:

(i)

Any “person” (as that term is used in Sections 13 and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”)) becomes the “Beneficial Owner” (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of fifty percent (50%) or more of the Company’s capital stock entitled to vote in the election of directors, excluding any "person" who becomes a "beneficial owner" in connection with a Business Combination (as defined in paragraph (iii) below) which does not constitute a Change in Control under said paragraph (iii); or

(ii)

Persons who on the Effective Date constitute the Board (the “Incumbent Directors”) cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger, or similar transaction, to constitute at least a majority thereof, provided that any person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(iii)

Consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or

(iv)	The stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company.

(h)	“Code” means the United States Internal Revenue Code of 1986, as amended, and any successors thereto.

(i)	“Committee” means the Compensation Committee of the Board or any other committee appointed by the Board to perform the functions of the Compensation Committee.

(j)	“Company” means NRG Energy, Inc., a Delaware corporation, or any successor thereto as provided in Article 8 herein.

(k)	“Confidential Information” shall have the meaning set forth in Article 5(a).

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(l)	“Delay Period” shall have the meaning set forth in Section 3.4(b).

(m)	“Disability” shall mean a disability that would entitle Executive to payment of monthly disability payments under any Company long-term disability plan.

(n)	“Effective Date” means the commencement date of this Plan as specified in Section 1.2 of this Plan.

(o)	“Effective Date of Termination” means the date on which a Qualifying Termination occurs, as defined hereunder, which triggers the payment of Severance Benefits hereunder.

(p)	“Executive” shall have the meaning set forth in Section 1.1.

(q)	“Former Parent Company” means Xcel Energy, Inc., a Minnesota corporation, or any successor thereto.

(r)	“General Severance Benefits” means the Severance Benefit described in Section 3.3.

(s)	“Good Reason” shall mean without the Executive’s express written consent the occurrence of any one or more of the following:

(i)	The Company materially reduces the amount of the Executive’s then current Base Salary or the target for his annual bonus; or

(ii)	A material reduction in the Executive’s benefits under or relative level of participation in the Company’s employee benefit or retirement plans, policies, practices, or arrangements in which the Executive participates as of the Effective Date of this Plan; or

(iii)	A material diminution in the Executive’s title, authority, duties, or responsibilities or the assignment of duties to the Executive which are materially inconsistent with his position; or

(iv)	The failure of the Company to obtain in writing the obligation to perform or be bound by the terms of this Plan by any successor to the Company or a purchaser of all or substantially all of the assets of the Company within fifteen (15) days after a merger, consolidation, sale, or similar transaction.

(t)	“Initial Term” shall have the meaning set forth in Section 1.2.

(u)	“Noncompete Period” shall have the meaning set forth in Article 5(c).

(v)	“Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Plan relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

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(w)	“Original Plan” shall mean the NRG Energy, Inc. Amended and Restated Executive Change-in-Control and General Severance Plan, amended and restated effective December 9, 2008.

(x)	“Parachute Payment Ratio” shall have the meaning set forth in Article 6.

(y)	“Plan” shall have the meaning set forth in Section 1.1.

(z)	“Qualifying Termination” means:

(i)	If such event occurs within the time period that is six (6) months immediately prior to, or twenty-four (24) months immediately following a Change in Control:

(A)	An involuntary termination of the Executive’s employment by the Company for reasons other than Cause, death, or Disability pursuant to a Notice of Termination delivered to the Executive by the Company; or

(B)	A voluntary termination by the Executive for Good Reason pursuant to a Notice of Termination delivered to the Company by the Executive; or

(ii)	If such event occurs at any other time:

(A)	An involuntary termination of the Executive’s employment by the Company for reasons other than Cause, death, or Disability pursuant to a Notice of Termination delivered to the Executive by the Company.

(aa)	“Release Effective Date” shall have the meaning set forth in Section 3.1(d).

(bb)	“Severance Benefits” means the payment of Change-in-Control or General (as appropriate) Severance compensation as provided in Article 3 herein.

(cc)	“Specified Employee” means any Executive described in Section 409A(a)(2)(B)(i) of the Code.

(dd)	“Successive Period” shall have the meaning set forth in Section 1.3.

(ee)	“Third Party Information” shall have the meaning set forth in Article 5(a).

(ff)	“Tier IA Executives” shall include those employees of the Company with the Job Level of EVP prior to the Change in Control, or such other employee who is designated as a Tier IA Executive in the Company’s human resources information system immediately prior to the Change in Control other than the CEO.

(gg)	“Tier IIA Executives” shall include those employees of the Company with the Job Level of SVP prior to the Change in Control, or such other employee who is designated as a Tier IIA Executive in the Company’s human resources information system immediately prior to the Change in Control.

(hh)	“Total Payments” shall have the meaning set forth in Article 6.

(ii)	“Work Product” shall have the meaning set forth in Article 5(b).

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(a)	Change-in-Control Severance Benefits. The Executive shall be entitled to receive from the Company Change-in-Control Severance Benefits, as described in Section 3.2 herein, if a Qualifying Termination of the Executive’s employment has occurred within six (6) months immediately prior to or twenty-four (24) months immediately following a Change in Control of the Company.

(b)	General Severance Benefits. The Executive shall be entitled to receive from the Company General Severance Benefits, as described in Section 3.3 herein, if a Qualifying Termination of the Executive’s employment has occurred other than during the six (6) months immediately prior to or twenty-four (24) months immediately following a Change in Control.

(c)	No Severance Benefits. The Executive shall not be entitled to receive Severance Benefits if the Executive’s employment with the Company ends for reasons other than a Qualifying Termination.

(d)

General Release and Acknowledgement of Restrictive Covenants. As a condition to receiving Severance Benefits under either Section 3.2 or 3.3 herein, the Executive shall be obligated to execute a general waiver and release of claims in favor of the Company, its current and former affiliates and stockholders, and the current and former directors, officers, employees, and agents of the Company in a form drafted by and acceptable to the Company, and any revocation period for such release must have expired, in each case within sixty (60) days of the date of termination. The date upon which the executed release is no longer subject to revocation shall be referred to herein as the “Release Effective Date”. The Executive must also execute a notice acknowledging the restrictive covenants in Article 5 within sixty (60) days of the date of termination. Any payments under Section 3.2 or 3.3 shall commence only after execution of the release and acknowledgement, and in the manner provided in Section 3.4. Notwithstanding the foregoing, in any instance in which the period in which the Executive could adopt a release (along with its accompanying revocation period) crosses calendar years, no payments shall be made until the succeeding calendar year.

(e)

No Duplication of Severance Benefits. If the Executive becomes entitled to Change-in-Control Severance Benefits, the Severance Benefits provided for under Section 3.2 hereunder shall be in lieu of all other Severance Benefits provided to the Executive under the provisions of this Plan and any other Company-related or Former Parent Company-related severance plans, programs, or agreements including, but not limited to, the Severance Benefits under Section 3.3 herein. Likewise, if the Executive becomes entitled to General Severance Benefits, the Severance Benefits provided under Section 3.3 hereunder shall be in lieu of all other Severance Benefits provided to the Executive under the provisions of this Plan and any other Company-related severance plans, programs, or other agreements including, but not limited to, the Severance Benefits under Section 3.2 herein.

(a)	A lump-sum amount, paid upon the date that is sixty (60) calendar days following the Effective Date of Termination, equal to the Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through

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(b)

A lump-sum amount, paid upon the date that is sixty (60) calendar days following the Effective Date of Termination, equal to: (i) two and ninety-nine one-hundredths (2.99) for Tier I Executives, or (ii) two (2) for Tier II Executives times the sum of the following: (A) the Executive’s Base Salary and (B) the Executive’s annual target bonus opportunity in the year of termination; provided that to the extent the payment of any amounts pursuant to this Section 3.2(b) does not constitute “deferred compensation” for purposes of Code Section 409A, such amounts shall be paid upon the Release Effective Date. Notwithstanding the foregoing, in any instance in which the period in which the Executive could adopt a release (along with its accompanying revocation period) crosses calendar years, no payments shall be made until the succeeding calendar year.

(c)

A lump-sum amount, paid upon the date that is sixty (60) calendar days following the Effective Date of Termination, equal to the Executive’s then current target bonus opportunity established under the bonus plan in which the Executive is then participating, for the plan year in which a Qualifying Termination occurs, adjusted on a pro rata basis based on the number of days the Executive was actually employed during the bonus plan year in which the Qualifying Termination occurs, provided that to the extent the payment of any amounts pursuant to this Section 3.2(c) does not constitute “deferred compensation” for purposes of Code Section 409A, such amounts shall be paid upon the Release Effective Date. Notwithstanding the foregoing, in any instance in which the period in which the Executive could adopt a release (along with its accompanying revocation period) crosses calendar years, no payments shall be made until the succeeding calendar year.

(d)	Payment of all or a portion of the Executive’s cost to participate in COBRA medical and dental continuation coverage for eighteen (18) months following the Executive’s Effective Date of Termination, such that Executive maintains the same coverage level and cost, on an after tax basis, as in effect immediately prior to the Executive’s Effective Date of Termination.

(e)	Treatment of outstanding long-term incentives shall be in accordance with the governing plan document and award agreements, if any.

(a)	A lump-sum amount, paid upon the date that is sixty (60) calendar days following the Effective Date of Termination, equal to the Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through

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(b)

A lump-sum amount, paid upon the date that is sixty (60) calendar days following the Effective Date of Termination, equal to one and one-half (1.5) times the Executive’s Base Salary; provided that to the extent the payment of any amounts pursuant to this Section 3.3(b) does not constitute “deferred compensation” for purposes of Code Section 409A, such amounts shall be paid upon the Release Effective Date. Notwithstanding the foregoing, in any instance in which the period in which the Executive could adopt a release (along with its accompanying revocation period) crosses calendar years, no payments shall be made until the succeeding calendar year.

(c)	Payment of all or a portion of the Executive’s cost to participate in COBRA medical and dental continuation coverage for eighteen (18) months following the Executive’s Effective Date of Termination, such that Executive maintains the same coverage level and cost, on an after tax basis, as in effect immediately prior to the Executive’s Effective Date of Termination.

(d)	Treatment of outstanding long-term incentives shall be in accordance with the governing plan document and award agreements, if any.

(a)

To the extent any continuing benefit (or reimbursement thereof) to be provided is not “deferred compensation” for purposes of Code Section 409A, then such benefit shall commence or be made immediately after the Release Effective Date. To the extent any continuing benefit (or reimbursement thereof) to be provided is “deferred compensation” for purposes of Code Section 409A, then such benefits shall be reimbursed or commence upon the sixtieth (60) day following the Executive’s termination of employment. The delayed benefits shall in any event expire at the time such benefits would have expired had the benefits commenced immediately upon Executive’s termination of employment.

(b)

Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be a Specified Employee, then, once the release and acknowledgement required by Section 3.1(d) is executed and delivered and no longer subject to revocation, any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 3.4(b) (whether they would have otherwise been

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Article 4.	Ineligibility

4.1	Comparable Position.

4.2	Other Circumstances.

(a)	voluntarily terminates employment or retires prior to the Qualifying Termination;

(b)	is receiving long-term Disability benefits;

(c)	is entitled to any other compensation or benefit which is determined, in the Company’s sole discretion, to supersede the Severance Benefits offered under this Plan;

(d)	was discharged for Cause; and

(e)	was offered employment by a successor employer or by a purchaser in the event of a spin-off or sale of a subsidiary, business unit or business assets of the Company or its subsidiaries, whether or not the Executive accepts or declines the offer of employment.

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(a)

Confidential Information. The Executive acknowledges that the information, observations, and data (including trade secrets) obtained by him while employed by the Company concerning the business or affairs of the Company or any of its affiliates (“Confidential Information”) are the property of the Company or such affiliate. Therefore, except in the course of the Executive’s duties to the Company or as may be compelled by law or appropriate legal process, the Executive agrees that he shall not disclose to any person or entity or use for his own purposes any Confidential Information or any confidential or proprietary information of other persons or entities in the possession of the Company and its affiliates (“Third Party Information”), without the prior written consent of the Board, unless and to the extent that the Confidential Information or Third Party Information becomes generally known to and available for use by the public other than as a result of the Executive’s acts or omissions. Except in the course of the Executive’s duties to Company or as may be compelled by law or appropriate legal process, the Executive will not, during his employment with the Company, or permanently thereafter, directly or indirectly use, divulge, disseminate, disclose, lecture upon, or publish any Confidential Information, without having first obtained written permission from the Board to do so. As of the Effective Date of Termination, the Executive shall deliver to the Company, or at any other time the Company may reasonably request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to Third Party Information, Confidential Information, or the business of the Company, or its affiliates which he may then possess or have under his control.

(b)

Intellectual Property, Inventions, and Patents. The Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, trade secrets, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information), and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which may relate to the Company’s or any of its affiliates’ actual or anticipated business, research and development, or existing or future products or services and which are conceived, developed, or made by the Executive (whether alone or jointly with others) while employed by the Company and its affiliates (“Work Product”), belong to the Company or such affiliate. The Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Executive’s employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments). The Executive acknowledges that all applicable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. To the extent any Work Product is not deemed a work made for hire, then the Executive hereby assigns to the Company or such affiliate all right, title, and interest in and to such Work Product, including all related intellectual property rights.

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(c)

Noncompete. In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that during the course of his employment with the Company and its affiliates he shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its affiliates and that his services shall be of special, unique, and extraordinary value to the Company and its affiliates, and therefore, the Executive agrees that, during the Executive’s employment with the Company and for one (1) year thereafter (the “Noncompete Period”), the Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial, or administrative capacity by, or in any manner engage in any company engaged in the business of wholesale or retail power generation, or any other business which competes with the businesses of the Company or its affiliates, as such businesses exist or are in process during the Executive’s employment with the Company, within any geographical area in which the Company or its affiliates engage or have definitive plans to engage in such businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the provisions of this Article 5(c) shall not apply in the case of termination of the Executive’s employment pursuant to any material breach of the Company’s obligations under Article 3 which remains uncured for more than twenty (20) days after notice is received from the Executive of such breach, which such notice shall include a detailed description of the grounds constituting such breach.

(d)

Nonsolicitation. During the Noncompete Period, the Executive shall not directly or indirectly through another person or entity: (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any employee thereof; (ii) hire any person who was an employee of the Company or any affiliate during the last six (6) months of the Executive’s employment with the Company; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, or other business relation of the Company or any affiliate to cease doing business with the Company or such affiliate, or in any interfere with the relationship between any such customer, supplier, licensee, or business relation and the Company or any affiliate (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its affiliates).

(e)

Nondisparagement. During the Noncompete Period, Executive shall not disparage the Company, its subsidiaries and parents, and their respective officers, managers and employees, or make any public statement (whether written or oral) reflecting negatively on the Company, its subsidiaries and parents, and their respective officers, managers, and employees, including, but not limited to, any matters relating to the operation or management of the Company, irrespective of the truthfulness or falsity of such statement, except as may otherwise be required by applicable law or compelled by process of law. By way of example and not limitation, Executive agrees that he will not make any written or oral statements that cast in a negative light the services, qualifications, business operations or business ethics of the Company or its employees. During the Noncompete Period, the Company shall not disparage Executive, or make any public statement (whether written or oral) reflecting negatively on Executive, including, but not limited to, any matters relating to the operation or management of the Company, irrespective of the truthfulness or falsity of such statement, except as may otherwise be required by applicable law or compelled by process of law. Nothing in this Article 5(e) shall restrict either party's ability to: (i) consult with counsel, (ii) make truthful statements under oath or to a government agency or official, or (iii) take any legal action with respect to his employment or termination of employment with the Company.

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(f)

Duration, Scope, or Area. If, at the time of enforcement of this Article 5, a court shall hold that the duration, scope, or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope, and area permitted by law. Article 5(c) and 5(d) shall not apply to any Executive whose principal work location for the Company at the time of termination was in the State of California.

(g)

Company Enforcement. In the event of a breach or a threatened breach by the Executive of any of the provisions of this Article 5, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by the Executive of Article 5(c), the Noncompete Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.

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(a)

All expenses or other reimbursements under this Plan shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.

(b)	For purposes of Code Section 409A, the Executive’s right to receive any installment payment pursuant to this Plan shall be treated as a right to receive a series of separate and distinct payments.

(c)	Whenever a payment under this Plan specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(d)

A termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(e)	Notwithstanding any other provision of this Plan to the contrary, in no event shall any payment under this Plan that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset unless otherwise permitted by Code Section 409A.

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(f)	Notwithstanding any provisions in this Plan to the contrary, whenever a payment under this Plan may be made upon the Release Effective Date, and the period in which the Executive could adopt the release (along with its accompany revocation period) crosses calendar years, no payments shall be made until the succeeding calendar year.

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1.	Performance Criteria and Award Determination

(a)	General - Award Determination

(b)	Performance Criteria and Relative TSR Comparison

(c)	Relative TSR Comparison if absolute TSR of Company is less than negative 15%

2.	Measuring Performance and relative TSR Ranking

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(a)	Performance Measure and RPSUs

(b)	Total Shareholder Percentile Ranking

i.	In the event a bankruptcy proceeding is commenced during the Performance Period with respect to any Peer Group Member, or if at any time during the Performance Period a Peer Group Member is liquidated, such company shall be treated as having a TSR of negative one hundred (-100%) for the Performance Period for purposes of TSR percentile ranking.

ii.	In the event that a merger, acquisition or business combination of a Peer Group Member by or with another Peer Group Member is consummated during the Performance Period, then the entity that survives as a result of such merger, acquisition, or business combination will be considered a Peer Group Member for purposes of TSR percentile ranking for the Performance Period.

iii.

In the event that a merger, acquisition or business combination of a Peer Group Member by or with an entity that is not Peer Group Member is consummated during the Performance Period, and such Peer Group Member is the entity that survives as a result of such merger, acquisition, or business combination, then such Peer Group Member will continue to be considered a Peer Group Member for purposes of TSR percentile ranking for the Performance Period.

iv.

In the event that (i) a Peer Group Member ceases to be a publicly-traded company, or (ii) a merger, acquisition or business combination of a Peer Group Member by or with an entity that is not Peer Group Member is consummated during the Performance Period, and such Peer Group Member is not the entity that survives as a result of such merger, acquisition, or business combination, then such Peer Group Member shall be removed and treated as if it had never been in the peer group for purposes of TSR percentile ranking for the Performance Period.

(c)	Performance Period

(d)	Performance Goal and TSR

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3.	Settlement of Final Award

4.	Dividend Equivalent Rights

5.	Transfer of RPSUs

6.	Status of Participant

7.	No Effect on Capital Structure

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8.	Expiration and Forfeiture of Award

(a)	Death

(b)	Retirement

(c)	Disability

(d)	Change in Control

(e)	Termination of Service other than as a result of Death, Retirement, Disability, or Change in Control

(f)	Clawback as a result of misconduct

9.	Committee Authority

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10.	Plan Controls

11.	Limitation on Rights; No Right to Future Grants

12.	General Provisions

(a)	Notice

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(b)	No Waiver

(c)	Undertaking

(d)	Entire Contract

(e)	Successors and Assigns

(f)	Securities Law Compliance

(g)	Taxes

(h)	Confidentiality

(i)	Governing Law

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(j)	Code Section 409A Compliance

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1.	Performance Criteria and Award Determination

(a)	General - Award Determination

(b)	Performance Criteria and Relative TSR Comparison

(c)	Relative TSR Comparison if absolute TSR of Company is less than negative 15%

2.	Measuring Performance and relative TSR Ranking

(a)	Performance Measure and RPSUs

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(b)	Total Shareholder Percentile Ranking

A.	In the event a bankruptcy proceeding is commenced during the Performance Period with respect to any Peer Group Member, or if at any time during the Performance Period a Peer Group Member is liquidated, such company shall be treated as having a TSR of negative one hundred (-100%) for the Performance Period for purposes of TSR percentile ranking.

B.	In the event that a merger, acquisition or business combination of a Peer Group Member by or with another Peer Group Member is consummated during the Performance Period, then the entity that survives as a result of such merger, acquisition, or business combination will be considered a Peer Group Member for purposes of TSR percentile ranking for the Performance Period.

C.

In the event that a merger, acquisition or business combination of a Peer Group Member by or with an entity that is not Peer Group Member is consummated during the Performance Period, and such Peer Group Member is the entity that survives as a result of such merger, acquisition, or business combination, then such Peer Group Member will continue to be considered a Peer Group Member for purposes of TSR percentile ranking for the Performance Period.

i.

In the event that (i) a Peer Group Member ceases to be a publicly-traded company, or (ii) a merger, acquisition or business combination of a Peer Group Member by or with an entity that is not Peer Group Member is consummated during the Performance Period, and such Peer Group Member is not the entity that survives as a result of such merger, acquisition, or business combination, then such Peer Group Member shall be removed and treated as if it had never been in the peer group for purposes of TSR percentile ranking for the Performance Period.

(c)	Performance Period

(d)	Performance Goal and TSR

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3.	Settlement of Final Award

4.	Dividend Equivalent Rights

5.	Transfer of RPSUs

6.	Status of Participant

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7.	No Effect on Capital Structure

8.	Expiration and Forfeiture of Award

(a)	Death

(b)	Retirement

(c)	Disability

(d)	Change in Control

(e)	Eligible Termination

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(f)	Termination of Service other than as a result of Death, Retirement, Disability, Eligible Termination, or Change in Control

(g)	Clawback as a result of misconduct

9.	Committee Authority

10.	Plan Controls

11.	Limitation on Rights; No Right to Future Grants

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12.	General Provisions

(a)	Notice

(b)	No Waiver

(c)	Undertaking

(d)	Entire Contract

(e)	Successors and Assigns

(f)	Securities Law Compliance

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(g)	Taxes

(h)	Confidentiality

(i)	Governing Law

(j)	Code Section 409A Compliance

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(a)	The ratio coverage for the years ended December 31, 2017, 2016, 2015, 2014, and 2013 was less than 1:1. NRG would have needed to generate additional earnings of $1,416 million, $665 million, $4,898 million, $24 million, and $502 million, respectively, to achieve a ratio coverage of 1:1 for those years.

(a)	The ratio coverage for the years ended December 31, 2017, 2016, 2015, 2014, and 2013 was less than 1:1. NRG would have needed to generate additional earnings of $1,416 million, $673 million, $4,930 million, $114 million, and $516 million, respectively, to achieve a ratio coverage of 1:1 for those years.

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1.	I have reviewed this annual report on Form 10-K of NRG Energy, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of NRG Energy, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of NRG Energy, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

(1)	The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Form 10-K.