Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated January 7, 2014
Relating to Prospectus dated December 26, 2013
Registration No. 333-191797
 
 	NRG Energy Edison Mission Transaction Overview January 7, 2014	

 	Forward Looking Statements In addition to historical information, the information presented in this communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the acquisition of the Edison Mission Energy assets, the Company’s future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, general economic conditions, hazards customary in the power industry, weather conditions, competition in wholesale power markets, the volatility of energy and fuel prices, failure of customers to perform under contracts, changes in the wholesale power markets, changes in government regulation of markets and of environmental emissions, the condition of capital markets generally, our ability to access capital markets, unanticipated outages at our generation facilities, adverse results in current and future litigation, failure to identify or successfully implement acquisitions and repowerings, our ability to implement value enhancing improvements to plant operations and companywide processes, our ability to obtain federal loan guarantees, the inability to maintain or create successful partnering relationships, our ability to operate our businesses efficiently including NRG Yield, our ability to retain retail customers, our ability to realize value through our commercial operations strategy and the creation of NRG Yield, the ability to close the proposed EME transaction, and the ability to realize anticipated benefits of the transaction (including expected cost savings, other synergies and our ability to successfully transact with NRG Yield) or the risk that anticipated benefits may take longer to realize than expected. NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The adjusted EBITDA and free cash flow forecasts are estimates as of January 7, 2014. These estimates are based on assumptions believed to be reasonable as of that date. NRG disclaims any current intention to update such guidance, except as required by law. The foregoing review of factors that could cause NRG’s actual results to differ materially from those contemplated in the forward-looking statements included in this Presentation should be considered in connection with information regarding risks and uncertainties that may affect NRG's future results included in NRG's filings with the Securities and Exchange Commission at www.sec.gov. Additional Information NRG has filed a registration statement (including a prospectus) with the SEC with respect to the NRG common stock that is expected to be issued in the transaction to which this presentation relates. This presentation shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of NRG common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. You should read the prospectus in that registration statement and other documents NRG has filed with the SEC for more complete information about NRG. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company will arrange to send you the prospectus if you request it by calling 609-524-4500 or emailing investor.relations@nrgenergy.com. Safe Harbor	

 	Agenda Transaction Overview – D. Crane Operational Assessment – M. Gutierrez Financial Overview – K. Andrews Closing Remarks and Q&A – D. Crane	

 	Edison Mission Transaction Overview NRG’s Platform Provides Immediate Value and a Path for Long-Term Financial Accretion 1 See Appendix slide 16 for detailed asset summary 2 Excludes non-core assets (Ambit and Big Sky Wind) NYLD Eligible Assets1 1,598 MW Contracted Wind Walnut Creek 4,314 MW Powerton & Joliet Waukegan & Will County Midwest Generation 1,775 MW Merchant Wind Tax Equity Wind ST Contracted Gas Oil peakers Gas, Oil & Wind Edison Mission Marketing & Trading EME Merchant Assets1,2 Value Today Drop-down opportunities for NRG Yield SG&A and cost savings Environmental compliance optimization Operational improvements and O&M rationalization EMMT value added complementary to NRG’s Commercial Operations team Immediate to Near-Term Value Drivers Potential For More Value Tomorrow Expanded operational benefits Retail / wholesale integration in Illinois Financing optimization of non-recourse entities Operational economies of scale Market recovery across PJM	

 	>65% savings versus EME est. corporate G&A of $107 MM1 Cost Synergies Operational Improvements 1 Source: EME’s Presentation to Unsecured Noteholders on 1/9/2013; Based on estimated 2014 corporate G&A costs 2 Represents estimated annual run-rate target beyond 2014; Impact to 2014 dependent on anticipated closing date and timing of synergy realization Applying Lessons from the GenOn Transaction Alignment of corporate functions and integration into the NRG platform Operational improvement and capex efficiencies, driven by the application of: ~$70 MM/Year2 ~$10 MM/Year2 Total Expected Benefits of ~$80 MM/Year	

 	Putting the EME Transaction in Perspective ($ millions) Full Year 2014 Guidance1 Capacity (MW) Adj. EBITDA CAFD Implied Enterprise Value2 NYLD Eligible Assets 1,598 $185 $60 - $70 $2,491 - $2,735 EME Merchant Assets3 6,089 $1454 NA $109 - $353 Total Portfolio 7,687 $330 $60 - $70 $2,844 1 Actual contribution to 2014 will not include full 12 months due to anticipated closing date; Excludes approximately $80 MM of transaction costs and costs to achieve synergy target 2 See slide 11 for details; As of 1/6/2014; Assumes 65.25 million Class A and Class B shares outstanding; Yield based on 2014 NYLD CAFD guidance of $103 MM as a percentage of market capitalization 3 Excludes non-core assets (Ambit and Big Sky Wind) 4 2014 Adjusted EBITDA does not include full run-rate synergy target Based on current 4.1% CAFD yield2 EV/EBITDA: 0.7x – 2.4x $/kW: $18 – $58 Providing Substantial Growth for NYLD While Acquiring the Merchant Assets at a Significant Discount	

 	Operational Assessment	

 	Edison Mission PJM Portfolio Overview Market Driver Outlook Demand Response Proposed new rules expected to result in reduced DR participation in the Base Residual Auction Imports Proposed new rules would cap imports into the RTO region of PJM, where the EME assets are located Retirements Disciplined bidding in BRA; Significant un-cleared coal generation Demand Growth Low growth Natural Gas Basis Falling gas basis shrinking dark spreads in outer years Positioning for Long-Term Option Value While Optimizing Near-Term Performance Source: SNL Financial Over 4.7 GW of Capacity Key Market Developments	

 	Economies of Scale: Leveraging NRG’s Platform Alignment of corporate functions Cost enhancements / performance improvements Fuel additions / repowerings Reduction in maintenance CapEx Improved environmental compliance program Implied EME Merchant Value4 $109 - $353 Leveraging the GenOn Experience Corporate Costs Annual estimated corporate G&A savings of ~$70 MM1 Midwest Gen 4.3 GW of PRB generation Up to $350 MM obligation for environmental capex Gas Fleet 1.1 GW of gas-fired generation in CA 74% contracted with average PPA life of ~4 years2 Wind Fleet ~350 MW of merchant, short-term contracted, and tax equity wind Geographically diversified EMMT Average Trading Revenue of ~$70 MM over past 5 years3 Enhancing Value By Leveraging GenOn Experience and Successfully Integrating EME Operations Leverage NRG Commercial Operations team Realizing Value of the EME Merchant Assets By Leveraging Core Competencies 1 See slide 4 for details 2 Weighted by MW; See Appendix page 16 for detailed asset summary 3 Source: EME’s Presentation to Unsecured Noteholders on 1/9/2013 4 See slide 11 for details; Market data as of 1/6/2014	

 	Financial Overview	

 	Revisiting Key Deal Terms & Conditions Consideration $2,635 MM of Cash and stock (~12.7 MM NRG Energy shares1) Key Purchase Price Adjustments include: Target Cash Balance2 Target Debt Balance2 $1,063 MM; Adjusted by amounts above or below target (Closing Cash2) $1,545 MM; Adjusted by amounts above or below target (Closing Debt2) Excluded Liabilities Pension liabilities administered by EIX EME retains NOL’s and other tax attributes up to transaction closing Cure payments under the Powerton/Joliet (PoJo) lease PoJo Lease Amendment NRG assumes obligation effective as of 1/1/14; NRG Corporate Guaranty will be required Obligation to spend up to $350MM in compliance CapEx Plants must retain ability to economically dispatch at full capacity or otherwise be capable as a capacity resource Non-Core Assets Assets Included: Big Sky Ambit NRG has no obligation to support these entities 1 Based on share price of $27.62 per S-1 filed by NRG Energy on 12/24/2013 2 As defined in the Asset Purchase Agreement; For purposes of establishing the $1,063 MM, Cash includes cash and cash equivalents, restricted cash, margin and collateral deposits; Includes adjustments for any lease payments made by Seller beginning 1/1/2014; Excludes any changes in cash or debt at non-core assets	

 	Understanding Transaction Value ($ millions, except $/kW) 1 Excludes estimated Purchase Price Adjustments 2 Per announcement on 10/18/2013; Based on 6/30/2013 balance sheet including incremental debt of $23 MM from Viento refinancing; Excludes non-recourse debt associated with assets classified as non-core 3 CAFD represents Cash Available for Distribution 4 As of 1/6/2014; Assumes 65.25 million Class A and Class B shares outstanding; Yield based on 2014 NYLD CAFD guidance of $103 MM as a percentage of market capitalization Total Enterprise Value $2,844 MM (A-B) (B) (A) Range Range NRG Yield Enables Acquisition of EME Merchant Assets at a Significant Discount NYLD Eligible Assets EME Merchant Assets CAFD 3 $60 $70 Current CAFD Yield 4 Implied Equity Value $1,463 $1,707 Add: Debt Implied Market Value $2,491 $2,735 Implied Residual Value $353 $109 4.1% $1,028 Implied Enterprise Value 1 Purchase Price $2,635 Less: Acquired Cash per APA (1,063) Add: Non-Recourse Debt Assumed 2 1,272 Implied Enterprise Value $2,844 Implied Residual Value $109 $353 2014 Adjusted EBITDA Guidance Implied 2014 EV/EBITDA 0.7x 2.4x Implied $/kW $18 $58 Illustrative Multiples EV/EBITDA 9.0x 7.0x Required Adj. EBITDA $12 $50 $145	

 	Process Update Overview Bankruptcy Process Plan Support Agreement approved by bankruptcy court and bid protections secured – Oct. 24th >2/3s (74%) of bondholders signed onto PSA – Nov. 6th Filing of Chap. 11 Plan of Reorganization and related disclosure statement – Nov. 15th Expiration of “Go Shop” Period – Dec. 6th Final Approval of the Plan – expected 1Q14 Regulatory Approvals DOJ / Hart-Scott-Rodino – received Nov. 26th FERC – filed Oct. 25th Public Utility Commission of Texas – filed Oct. 29th Required Notices California Public Utilities Commission – Oct. 30th On Track For 1Q14 Closing	

 	Closing Remarks and Q&A	

 	Drop down NYLD-eligible assets Execute SG&A synergies and operational improvements Optimize the environmental compliance program Leverage EMMT platform Deliver expanded synergies Optimize the financing of non-recourse entities Leverage Illinois platform for retail growth Realize operational economies of scale Immediate to Near-Term Focus Long-Term Focus Conclusion Further Enhancing NRG’s Competitive Energy Platform	

 	Appendix	

 	1 Note: Excludes $25 MM of other debt Detailed Asset Summary NYLD-Eligible Assets Asset Net MW Fuel Type COD Debt (9/30) Debt Maturity PPA Expiration Walnut Creek 500 Natural Gas 2013 $478 May-23 2023 Tapestry 204 Wind >2008 $204 Dec-21 >2031 Viento 304 Wind >2005 $202 Jul-23 >2025 High Lonesome 100 Wind 2009 $66 Nov-17 2039 Laredo Ridge 80 Wind 2011 $70 Mar-26 2031 Community Wind 30 Wind 2011 - - 2031 Crosswinds 21 Wind 2007 - - 2022 Hardin 15 Wind 2007 - - 2027 Jeffers 50 Wind 2008 - - 2028 Odin 20 Wind 2008 - - 2028 Sleeping Bear 95 Wind 2007 - - 2032 Spanish Fork 19 Wind 2008 - - 2028 Storm Lake 108 Wind 1999 - - 2019 Minnesota Wind Assets 52 Wind Various $8 Various Various Total 1,598 $1,028 Weighted Average 4 Years 14 yrs EME Merchant Assets Asset Net MW Fuel Type COD Debt (9/30) Debt Maturity PPA Expiration Joliet 1,326 Coal 1959 - - - Powerton 1,538 Coal 1972 - - - Waukegan 689 Coal 1958 - - - Will County 761 Coal 1958 - - - Fisk Oil 197 Oil 1968 - - - Waukegan Oil 108 Oil 1968 - - - Kern River 150 Natural Gas 1985 - - 2020 Sycamore 150 Natural Gas 1988 - - 2020 Midway-Sunset 113 Natural Gas 1989 - - 2018 Watson 196 Natural Gas 1988 - - 2015 Coalinga 20 Natural Gas 1992 - - 2016 Mid-Set 20 Natural Gas 1989 - - 2016 Salinas River 21 Natural Gas 1992 - - 2016 Sargent Canyon 21 Natural Gas 1992 - - 2016 Sunrise 293 Natural Gas 2001 - - - Doga 144 Natural Gas 1999 - - 2019 Goat Wind 150 Wind 2008 - - - Lookout 38 Wind 2008 - - - Forward 29 Wind 2008 - - 2017 Crofton Bluffs 12 Wind 2012 $26 Dec-27 2032 Broken Bow 25 Wind 2012 $51 Dec-27 2032 Cedro Hill 47 Wind 2010 $119 Dec-25 2030 Mountain Wind I 19 Wind 2008 - - 2033 Mountain Wind II 25 Wind 2008 - - 2033 Total 6,089 $196 Non-Core Assets Asset Net MW Fuel Type COD Debt (9/30) Debt Maturity PPA Expiration Big Sky 240 Wind 2012 $228 Oct-14 - Ambit 40 Waste Coal 1992 $46 Oct-17 2036 Total 280 $274	

 	Pro Forma Balance Sheet As of September 30, 2013 Transaction September 30, 2013 $ millions NRG1 EME1 Adjustment Pro Forma Cash and cash equivalents 2,129 1,138 (1,600) 1,667 Restricted cash, current portion 307 15 - 322 Total Cash $2,436 $1,153 ($1,600) $1,989 Recourse debt: Term loan facility and Revolver 2,011 - 4324 2,443 Unsecured Notes 5,718 - 700 6,418 Tax Exempt Bonds 373 - - 373 Recourse subtotal 8,102 - 1,132 9,234 Non-Recourse debt: NRG Yield 1,167 - - 1,167 EME NYLD Eligible Assets - 1,028 - 1,028 Other EME non-recourse debt2 - 495 - 495 Solar non-recourse debt3 3,643 - - 3,643 Unsecured Notes 2,799 - - 2,799 Conventional non-recourse debt 689 - - 689 Non-Recourse subtotal 8,298 1,523 - 9,821 Total Debt $16,400 $1,523 $1,132 $19,055 1 Debt excludes discounts/premiums from balances 2 Includes non-recourse debt associated with assets classified as non-core in the amount of $274MM 3 Includes 100% of CVSR project debt in Solar non-recourse debt, NRG Yield owns 48.95% of the project 4 Estimated purchase price adjustment based on EME’s 9/30/2013 Balance Sheet and forecasted changes; Actual adjustments will be based on EME’s balance sheet at closing	

 	Appendix: Reg. G Schedules	

 	Appendix Table A-1 EME Assets 2014 Midpoint Free Cash Flow before Growth Investments reconciliation to Adjusted EBITDA and Estimated Income Before Taxes The following table reconciles estimated Income Before Taxes to Adjusted EBITDA Reg. G 2014 $ millions EME Assets Income Before Taxes $ 140 Interest Expense 66 Adjustment to Reflect Reported Equity Earnings 22 Depreciation and Amortization 102 Adjusted EBITDA $ 330	

 	Appendix Table A-2 2014 EME NYLD Eligible Assets Midpoint Cash Available For Distribution (CAFD) reconciliation to Adjusted EBITDA and Estimated Income Before Taxes The following table reconciles estimated Income Before Taxes to Adjusted EBITDA to Midpoint CAFD Reg. G 2014 $ millions EME NYLD Eligible Assets Income Before Taxes $51 Interest Expense 54 Adjustment to Reflect Reported Equity Earnings 10 Depreciation and Amortization 70 Adjusted EBITDA $ 185 Interest Payments (54) Working Capital/other (9) Maintenance CapEx (1) Debt Amortization (56) Midpoint CAFD $ 65	

 	Reg. G 2014 $ millions EME Merchant Assets Income Before Taxes $89 Interest Expense 12 Adjustment to reflect reported equity earnings 12 Depreciation and Amortization 32 Adjusted EBITDA $ 145 Appendix Table A-3 EME Merchant Assets 2014 Midpoint Free Cash Flow before Growth Investments reconciliation to Adjusted EBITDA and Estimated Income Before Taxes The following table reconciles Income Before Taxes to Adjusted EBITDA