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1、FORM 10-KStockholder information STOCK TRANSFER AGENT AND REGISTRAR Shareholder correspondence should be mailed to:Computershare P.O.BOX 43006Providence,RI 02940-3006STOCKHOLDER INQUIRIES Overnight correspondence should be sent to:Computershare 150 Royall St.,Suite 101 Canton,MA 02021 1.866.214.2213

2、Email:Online inquires: Send certificates for transfer and address changes to:Computershare P.O.BOX 43006 Providence,RI 02940-3006STOCK LISTING NRGs common stock is listed on the New York Stock Exchange under the ticker symbol NRG.FINANCIAL INFORMATION NRGs Annual Report on Form 10-K,Proxy Statement

3、and other SEC Filings are available at under the Investors section.NRG Board of Directors and Officers(AS OF MARCH 15,2025)BOARD OF DIRECTORSLawrence S.Coben-President,Chief Executive Officer,and Chair of the Board E.Spencer Abraham-Chairman and Chief Executive Officer,The Abraham GroupAntonio Carri

4、llo-President and Chief Executive Officer and Director,Arcosa,Inc.Matthew Carter,Jr.-Chief Executive Officer,Intrado Life&Safety,Inc.Heather Cox-President,Insights&Empowerment,Zelis Healthcare,Inc.Elisabeth B.Donohue-Former Chief Executive Officer,Publicis SpineMarwan Fawaz-Former Executive Advisor,

5、Google and AlphabetKevin T.Howell-Former Chief Operating Officer,Dynegy Inc.Alex Pourbaix-Executive Chair and Former President and Chief Executive Officer,Cenovus EnergyAlexandra Pruner-Senior Advisor,Perella Weinberg PartnersMarcie C.Zlotnik-Co-Founder,Former Chief Operating Officer and Chair,StarT

6、ex PowerOFFICERSLawrence S.Coben-President,Chief Executive Officer,and Chair of the BoardBruce Chung-Executive Vice President and Chief Financial OfficerBrian Curci-Executive Vice President and General CounselRobert J.Gaudette-Executive Vice President,NRG Business and Wholesale OperationsGin Kinney-

7、Executive Vice President and Chief Administrative OfficerDak Liyanearachchi-Executive Vice President and Chief Technology OfficerRasesh Patel-Executive Vice President,NRG ConsumerG.Alfred Spencer-Senior Vice President and Chief Accounting Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashi

8、ngton,D.C.20549Form 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year ended December 31,2024.TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition period from to .Commission file No.001-15891

9、 NRG Energy,Inc.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction of incorporation or organization)41-1724239(I.R.S.Employer Identification No.)910 Louisiana Street,Houston,Texas(Address of principal executive offices)77002(Zip Code)(713)537-3000(Registrants

10、telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading Symbol(s)Name of Exchange on Which RegisteredCommon Stock,par value$0.01NRGNew York Stock Exchange Securities registered pursuant to Section 12(g)of the Act:NoneIndicate by check

11、 mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Exchange Act.Yes No Indicate by check mark whether the registrant(1)has f

12、iled all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate

13、by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes N

14、o Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of large accelerated filer,accelerated filer,smaller reporting company,and emerging growth company i

15、n Rule 12b-2 of the Exchange Act.Large Accelerated Filer Accelerated filerNon-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

16、 revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of

17、 the Sarbanes-Oxley Act(15 U.S.C 7262(b)by the registered public accounting firm that prepared or issued its audit report If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the corr

18、ection of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period purs

19、uant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No As of the last business day of the most recently completed second fiscal quarter,the aggregate market value of the common stock of the registrant held by non-affiliates w

20、as approximately$12,225,722,798 based on the closing sale price of$77.86 as reported on the New York Stock Exchange.Indicate the number of shares outstanding of each of the registrants classes of common stock as of the latest practicable date.Class Outstanding at January 31,2025Common Stock,par valu

21、e$0.01 per share 198,068,576Documents Incorporated by Reference:Portions of the Registrants definitive Proxy Statement relating to its 2025 Annual Meeting of Stockholdersare incorporated by reference into Part III of this Annual Report on Form 10-K1 TABLE OF CONTENTSGLOSSARY OF TERMS .3PART I .7 Ite

22、m 1 Business .7 Item 1A Risk Factors .24 Item 1B Unresolved Staff Comments .40Item 1C Cybersecurity .40 Item 2 Properties .42 Item 3 Legal Proceedings .43 Item 4 Mine Safety Disclosures .43PART II .44Item 5 Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equi

23、ty Securities .44Item 6 Reserved .45Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations .46Item 7A Quantitative and Qualitative Disclosures About Market Risk .77Item 8 Financial Statements and Supplementary Data .79Item 9 Changes in and Disagreements With Acco

24、untants on Accounting and Financial Disclosure .79Item 9A Controls and Procedures .80Item 9B Other Information .82Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .82PART III .83Item 10 Directors,Executive Officers and Corporate Governance .83Item 11 Executive Compensation

25、 .83Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .83Item 13 Certain Relationships and Related Transactions,and Director Independence .84Item 14 Principal Accounting Fees and Services .84PART IV .85Item 15 Exhibits,Financial Statement Schedule

26、s .85EXHIBIT INDEX .164Item 16 Form 10-K Summary .1692Glossary of Terms When the following terms and abbreviations appear in the text of this report,they have the meanings indicated below:ACEAffordable Clean EnergyAcquisitionThe acquisition of Vivint Smart Home,Inc.by NRG completed on March 10,2023A

27、djusted EBITDAAdjusted earnings before interest,taxes,depreciation and amortizationAESOAlberta Electric System OperatorAROAsset Retirement ObligationASCThe FASB Accounting Standards Codification,which the FASB established as the source of authoritative GAAPASRAccelerated Share RepurchaseASUAccountin

28、g Standards Updates updates to the ASCAUCAlberta Utilities CommissionBTUBritish Thermal UnitBusinessNRG Business,which serves business customersCAAClean Air ActCAISOCalifornia Independent System OperatorCAMT15%Corporate Alternative Minimum Tax enacted by the IRA on August 16,2022CDDCooling Degree Da

29、yCFTCU.S.Commodity Futures Trading CommissionCO2Carbon DioxideCO2eCarbon Dioxide EquivalentsCompanyNRG Energy,Inc.CONECost of New EntryConvertible Senior NotesAs of December 31,2024,consists of NRGs$232 million unsecured 2.750%Convertible Senior Notes due 2048CottonwoodCottonwood Generating Station,

30、a 1,139 MW natural gas-fueled plantCPPClean Power PlanCPUCCalifornia Public Utilities CommissionD.C.CircuitU.S.Court of Appeals for the District of Columbia CircuitDSIDry Sorbent Injection DSUDeferred Stock UnitDthDekathermsDual fuel customersCustomer that have both electricity and natural gas servi

31、ce with the CompanyEconomic gross marginSum of retail revenue,energy revenue,capacity revenue and other revenue,less cost of fuels,purchased energy and other cost of salesELGEffluent Limitations Guidelines which are EPA regulations issued under the federal Clean Water ActEPAU.S.Environmental Protect

32、ion AgencyEPCEngineering,Procurement and ConstructionERCOTElectric Reliability Council of Texas,the Independent System Operator and the regional reliability coordinator of the various electricity systems within TexasESPPNRG Energy,Inc.Amended and Restated Employee Stock Purchase PlanExchange ActThe

33、Securities Exchange Act of 1934,as amendedFASBFinancial Accounting Standards BoardFERCFederal Energy Regulatory CommissionFGDFlue gas desulfurizationFPAFederal Power ActFTRsFinancial Transmission Rights3GAAPGenerally accepted accounting principles in the United StatesGHGGreenhouse GasGreen Mountain

34、EnergyGreen Mountain Energy CompanyGWGigawattsGWhGigawatt HoursHDDHeating Degree DayHeat RateA measure of thermal efficiency computed by dividing the total BTU content of the fuel burned by the resulting kWhs generated.Heat rates can be expressed as either gross or net heat rates,depending whether t

35、he electricity output measured is gross or net generation and is generally expressed as BTU per net kWhHomeNRG Home,which serves residential customersICEIntercontinental ExchangeIoTInternet of ThingsIRAInflation Reduction ActISOIndependent System Operator,also referred to as RTOsISO-NEISO New Englan

36、d Inc.IvanpahIvanpah Solar Electric Generation Station,a 385 MW solar thermal power plant located in Californias Mojave Desert in which NRG owns 54.5%interestkWhKilowatt-hoursLSEsLoad Serving EntitiesLTIPsCollectively,the NRG LTIP and the Vivint LTIPMDthThousand DekathermsMidwest GenerationMidwest G

37、eneration,LLCMISOMidcontinent Independent System Operator,Inc.MMBtuMillion British Thermal UnitsMMDthMillion DekathermsMWMegawattsMWhSaleable megawatt hour net of internal/parasitic load megawatt-hourNAAQSNational Ambient Air Quality StandardsNEPOOLNew England Power PoolNERCNorth American Electric R

38、eliability CorporationNERC-CIPNorth American Electric Reliability Corporation Critical Infrastructure Protection Net ExposureCounterparty credit exposure to NRG,net of collateralNet GenerationThe net amount of electricity produced,expressed in kWhs or MWhs,that is the total amount of electricity gen

39、erated(gross)minus the amount of electricity used during generationNISTNational Institute of Standards and TechnologyNodalNodal Exchange is a derivatives exchangeNOLNet Operating LossNOxNitrogen OxidesNPNSNormal Purchase Normal SaleNRCU.S.Nuclear Regulatory CommissionNRGNRG Energy,Inc.NRG LTIPNRG En

40、ergy,Inc.Amended and Restated Long-Term Incentive Plan,as amendedNuclear Decommissioning Trust FundNRGs nuclear decommissioning trust fund assets,which were for the Companys portion of the decommissioning of the STP,units 1&2 through the sale of STP on November 1,2023NYISONew York Independent System

41、 OperatorNYMEXNew York Mercantile ExchangeOCI/OCLOther Comprehensive Income/(Loss)4PeakingUnits expected to satisfy demand requirements during the periods of greatest or peak load on the systemPG&EPG&E Corporation(NYSE:PCG)and its primary operating subsidiary,Pacific Gas and Electric CompanyPJMPJM I

42、nterconnection,LLCPM2.5Particulate Matter that has a diameter of less than 2.5 micrometersPPAPower Purchase AgreementPUCTPublic Utility Commission of TexasRCRAResource Conservation and Recovery Act of 1976Receivables FacilityNRG Receivables LLC,a bankruptcy remote,special purpose,wholly-owned indire

43、ct subsidiary of the Companys$2.3 billion accounts receivables securitization facility due 2025,which was last amended on June 21,2024Receivables Securitization FacilitiesCollectively,the Receivables Facility and the Repurchase FacilityRECsRenewable Energy CertificatesRenewable PPAA third-party PPA

44、entered into directly with a renewable generation facility for the offtake of the RECs or other similar environmental attributes generated by such facility,coupled with the associated power generated by that facilityRenewablesConsists of the following projects in which NRG has an ownership interest:

45、Ivanpah and solar generating stations located at various NFL StadiumsRenewables PlatformThe renewable operating and development platform sold to Global Infrastructure Partners with NRGs interest in NRG YieldREPRetail electric providerRepurchase FacilityNRGs$150 million uncommitted repurchase facilit

46、y related to the Receivables Facility due 2024,which was terminated on June 21,2024Revolving Credit FacilityThe Companys$4.2 billion revolving credit facility due 2029,which was last amended on December 20,2024RGGIRegional Greenhouse Gas InitiativeRMRReliability Must-RunRPSRenewable Portfolio Standa

47、rdsRPSURelative Performance Stock UnitRSURestricted Stock UnitRTORegional Transmission OrganizationSCRSelective Catalytic Reduction Control SystemSECU.S.Securities and Exchange CommissionSecurities ActThe Securities Act of 1933,as amendedSenior Credit FacilityNRGs senior secured credit facility,comp

48、rised of the Revolving Credit Facility and the Term Loan B FacilitySenior NotesAs of December 31,2024,NRGs$6.2 billion outstanding unsecured senior notes consisting of$821 million of 5.750%senior notes due 2028,$733 million of the 5.250%senior notes due 2029,$500 million of the 3.375%senior notes du

49、e 2029,$798 million of the 5.750%senior notes due 2029,$1.0 billion of the 3.625%senior notes due 2031,$480 million of the 3.875%senior notes due 2032,$925 million of the 6.000%senior notes due 2033 and$950 million of the 6.250%senior notes due 2034Senior Secured First Lien NotesAs of December 31,20

50、24,NRGs$2.6 billion outstanding Senior Secured First Lien Notes consists of$500 million of the 2.000%Senior Secured First Lien Notes due 2025,$900 million of the 2.450%Senior Secured First Lien Notes due 2027,$500 million of the 4.450%Senior Secured First Lien Notes due 2029 and$740 million of the 7

51、.000%Senior Secured First Lien Notes due 2033Series A Preferred StockAs of December 31,2024,NRGs Series A Preferred Stock consists of 650,000 outstanding shares of the 10.25%Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock,with a$1,000 liquidation preference per shareSO2Sulf

52、ur DioxideSOFRSecured overnight financing rate5South Central PortfolioNRGs South Central Portfolio,which owned and operated a portfolio of generation assets consisting of Bayou Cove,Big Cajun-I,Big Cajun-II,Cottonwood and Sterlington,was sold on February 4,2019.NRG is leasing back the Cottonwood fac

53、ility through May 2025S&PStandard&PoorsSTPSouth Texas Project a nuclear generating facility located near Bay City,Texas in which NRG owned a 44%interest.NRG closed on the sale of its interest in STP on November 1,2023STPNOCSouth Texas Project Nuclear Operating CompanyTax ActThe Tax Cuts and Jobs Act

54、 of 2017TDSPTransmission/distribution service providerTexas GencoTexas Genco LLCTSRTotal Shareholder ReturnTWhTerawatt HourU.S.United States of AmericaVaRValue at RiskVIEVariable Interest EntityVivint LTIPNRG Energy Inc.,2020 Omnibus Incentive Plan(Legacy Vivint)(formerly known as the Vivint Smart H

55、ome,Inc.Long-Term Incentive Plan),assumed by NRG pursuant to merger between NRG and VivintWinter Storm ElliottA major winter storm that had impacts across the majority of the United States and parts of Canada occurring in December 2022Winter Storm UriA major winter and ice storm that had widespread

56、impacts across North America occurring in February 20216PART IItem 1 BusinessGeneralNRG Energy,Inc.,or NRG or the Company,is a leading energy and smart home company fueled by market-leading brands,proprietary technologies and complementary sales channels.Across the U.S.and Canada,NRG delivers innova

57、tive,sustainable solutions,predominately under brand names such as NRG,Reliant,Direct Energy,Green Mountain Energy and Vivint,while also advocating for competitive energy markets and customer choice.The Company has a customer base that includes approximately 8 million residential customers(comprised

58、 of 6 million retail energy customers and 2 million smart home customers)in addition to commercial,industrial,and wholesale customers,supported by approximately 13 GW of generation as of December 31,2024.NRG sold 154 TWhs of electricity and 1,833 MMDth of natural gas in 2024,making it one of the lar

59、gest competitive energy retailers in the U.S.As of the end of 2024,NRG had recurring electricity and/or natural gas sales in 25 U.S.states,the District of Columbia,and 8 provinces in Canada,and Vivint Smart Home served customers in all 50 U.S.states.NRGs retail brands,collectively,have the largest s

60、hare of competitively served residential electric customers in Texas and is one of the largest business-to-business providers of power and natural gas in North America,including to manufacturing,industrial,and data center facilities.StrategyNRGs strategy is to maximize shareholder value by being a l

61、eader in the emerging convergence of energy and smart automation in the home and business.Through a diversified supply strategy,the Company sells reliable electricity and natural gas to its customers in the markets it serves,while also providing innovative home solutions to customers.NRGs unique com

62、bination of assets and capabilities enables the Company to develop and sell highly differentiated offerings that bring together every day essential services like powering and securing the home through a seamless and integrated experience.This strategy is intended to enable the Company to optimize it

63、s unique integrated platform to delight customers,generate recurring cash flow,significantly strengthen earnings and cost competitiveness,and lower risk and volatility.Sustainability is a philosophy that underpins NRGs strategy and facilitates value creation across NRGs business.To effectuate the Co

64、mpanys strategy,NRG is focused on:(i)serving the energy needs of end-use residential,commercial and industrial,and wholesale counterparties in competitive markets and optimizing on additional revenue opportunities through its multiple brands and channels;(ii)offering a variety of energy products and

65、 smart home products and services that are differentiated by innovative features,premium service,integrated platforms,sustainability and loyalty/affinity programs;(iii)excellence in operating performance of its assets;(iv)achieving the optimal mix of supply to serve its customer load requirements th

66、rough a diversified supply strategy;and(v)engaging in disciplined and transparent capital allocation.In 2024,NRG entered into a definitive partnership agreement with Renew Home,a Virtual Power Plant platform(“VPP”)formed by the combination of Googles Nest Renew and OhmConnect.Leveraging Google Cloud

67、s AI and cloud platforms,NRG and Renew Home plan to develop a VPP portfolio of up to 1 GW of load management capacity,with instantaneous dispatch value during peak events and tight supply conditions.Business OverviewThe Companys core businesses are the sale of electricity and natural gas to resident

68、ial,commercial and industrial and wholesale customers,supported by the Companys wholesale electric generation,as well as the sale of smart home products and services.NRG manages its electricity and natural gas operations based on the combined results of the retail,wholesale and generation businesses

69、 with a geographical focus.Vivint Smart Home operations are reported within the Vivint Smart Home segment.The Companys business is segmented as follows:Texas,which includes all activity related to customer,plant and market operations in Texas,other than Cottonwood;East,which includes all activity re

70、lated to customer,plant and market operations in the East;West/Services/Other,which primarily includes the following assets and activities:(i)all activity related to customer,plant and market operations in the West and Canada,and(ii)activity related to the Cottonwood facility and other investments;V

71、ivint Smart Home;andCorporate activities.7In Texas,the Companys generation supply is fully integrated with its retail load.This integrated model provides the advantage of being able to supply a portion of the Companys retail customers with electricity from the Companys assets,which reduces the need

72、to sell electricity to,and buy electricity from,other institutions and intermediaries,resulting in more stable earnings and cash flows,lower transaction costs and less credit exposure.The integrated model also results in a reduction in actual and contingent collateral through offsetting transactions

73、,thereby reducing transactions with third parties.The integrated model consists of three core functions in each geographic segment above:Customer Operations,Market Operations and Plant Operations.Customer OperationsCustomer Operations is responsible for growing and retaining the customer base and de

74、livering an outstanding customer experience.This includes acquisition and retention of all of NRGs residential,small commercial,commercial and industrial,and government customers.NRG employs a multi-brand strategy that leverages a wide array of sales and partnership channels,direct face-to-face sale

75、s channels,call centers,websites,and brokers.Go-to-market activities include market strategy planning and development,product innovation,offer design,campaign execution,marketing and creative services,and selling.Customer portfolio maintenance and retention activities include fulfillment,billing,pay

76、ment processing,collections,customer service,issue resolution,and contract renewals.NRG provides energy and related services at either fixed,indexed or month-to-month prices.Home customers typically contract for terms ranging from one month to five years,while Business customers typically contract f

77、or terms ranging from one year to five years in length and extended contractual terms are available.Throughout all Customer Operations activities,the customer experience is kept at the forefront to inform decision-making and optimize retention,while creating supporters and advocates for NRGs brands

78、in the market.Customer Operations primarily comprises two end-use customer facing teams:NRG Home,which serves residential customers,and NRG Business,which serves business customers.Product OfferingsNRG sells a variety of products to residential and small commercial customers,in a wide variety of sal

79、es channels,including retail electricity and energy management,natural gas,line and surge protection products and home protection products,repair and maintenance,and carbon offsets.Home customers make purchase decisions based on a variety of factors,including price,incentive,customer service,brand,i

80、nnovative offers/features and referrals from friends and family.Through its broad range of service offerings and value propositions,NRG seeks to attract,retain,and increase the value of its customer relationships.NRGs brands are recognized for exemplary customer service,innovative smart energy and e

81、nvironmentally-friendly solutions.The Company provides power and natural gas to the business-to-business markets in North America,as well as retail services,including demand response,commodity sales,energy efficiency and energy management solutions to Business customers.The Company is an integrated

82、provider of supply and distributed energy resources and focuses on distributed products as businesses seek greater reliability,cleaner power and other benefits that they cannot obtain from the grid.These solutions include system power,distributed generation,renewable and low-carbon products,carbon m

83、anagement and specialty services,backup generation,storage and distributed solar,demand response,and energy efficiency and advisory services.Market OperationsMarket Operations has two primary objectives:to supply energy to customers in the most cost-efficient manner and to maximize the value of the

84、Companys assets in satisfying its customer load requirements.These objectives are intended to reduce supply costs and maximize earnings with predictable cash flows.Power and natural gas are the two main commercial groups within Market Operations.PowerThe power commercial group is responsible for end

85、-use electricity supply including power plant optimization and certain fuel supply.To meet the market operations objectives,NRG enters into supply,power and gas hedging agreements via a wide range of products and contracts,including(i)physical and financial commodity instruments,(ii)fuel supply and

86、transportation contracts,(iii)PPAs and Renewable PPAs,and(iv)capacity and other contracted revenue or supply sources,as further discussed below.In addition,because changes in power prices in the markets where NRG operates are generally correlated to changes in natural gas prices,NRG uses hedging str

87、ategies that may include power and natural gas forward purchases and sales contracts to manage commodity price risk.Physical and Financial Commodity InstrumentsNRG trades power,natural gas,environmental,weather and other physical and financial commodity related products,including forwards,futures,op

88、tions and swaps.NRG enters into these instruments primarily to manage price and delivery risk,8optimize physical and contractual assets in the portfolio,manage working capital requirements,reduce the carbon exposure in its business and comply with laws and regulations.Fuel Supply and Transportation

89、ContractsNRGs fuel requirements consist of various forms of fossil fuel.The prices of fossil fuels can be volatile.The Company obtains its fossil fuels from multiple suppliers and through multiple transporters.Although availability is generally not an issue,localized shortages,transportation availab

90、ility,delays arising from extreme weather conditions and supplier financial stability issues can and do occur.The preceding factors related to the sources and availability of raw materials are fairly uniform across the Companys business and fuel products used.NRGs primary fuel requirements consist o

91、f the following:Natural Gas NRG operates a fleet of mid-merit and peaking natural gas plants.Fuel needs are managed by the natural gas commercial group,generally on a spot basis,as the Company does not believe it is prudent to forward purchase natural gas for these types of units as the dispatch is

92、highly unpredictable.Natural gas storage and transportation contracts are utilized to reduce daily volatility.Coal NRG actively manages its coal requirements based on forecasted generation,market volatility and its inventory on site.The Company believes it is adequately hedged,using forward coal sup

93、ply agreements,for its domestic coal consumption for 2025.As of December 31,2024,NRG had purchased forward contracts to provide fuel for the Companys expected requirements for 2025.For the domestic fleet,NRG purchased approximately 13 million tons of coal in 2024,all of which was Powder River Basin

94、coal.For fuel transport,NRG has entered into various rail transportation and rail car lease agreements with varying tenures,which will provide for the Companys transportation requirements of Powder River Basin coal for the next four years.Renewable PPAsThe Companys strategy is to procure mid to long

95、-term renewable generation through power purchase agreements.NRG has entered into Renewable PPAs totaling approximately 1.9 GW with third-party project developers and other counterparties,of which all are operational as of December 31,2024.The remaining average tenure of these agreements is nine yea

96、rs.The Company expects to continue evaluating and executing similar agreements that support the needs of the business.The total GW entered into through Renewable PPAs may be impacted by contract terminations when they occur.Capacity and Other Contracted Revenue or Supply SourcesNRGs revenues and/or

97、cash flows,primarily in the East and West,benefit from capacity/demand payments and other contracted revenue sources,originating from market clearing capacity prices,tolling arrangements and other long-term contractual arrangements.Natural GasThe natural gas commercial group is responsible for costi

98、ng,logistics and supply for all of NRGs residential,commercial and industrial,and wholesale customers.NRG has contractual rights to natural gas transportation and storage assets across its footprint that allow for optimal supply economics in support of its various businesses.NRGs diversified load co

99、upled with this asset portfolio enables the Company to deliver supply economically while providing incremental optimization activities when market conditions allow.The scale of the natural gas operation extends from the wellhead(through its producer services business)to end use customers(through NRG

100、s various sales channels).This scale,coupled with the Companys associated assets,gas system platform and people,create significant value across North America.Plant OperationsAs of December 31,2024,the Company owns and leases a diversified wholesale generation portfolio with approximately 13 GW of fo

101、ssil fuel,and renewable generation capacity at 18 plants.The Companys wholesale generation assets are diversified by fuel-type and dispatch level,which helps mitigate the risks associated with fuel price volatility and market demand cycles.NRG continually evaluates its generation portfolio to focus

102、on asset optimization opportunities and the locational value of its generation assets in each of the markets where the Company participates,as well as opportunities for the development of new generation.9The following table summarizes NRGs generation portfolio as of December 31,2024:(In MW)(a)TypeTe

103、xasEastWest/Services/Other(b)TotalNatural gas .4,353 80 1,252 5,685 Coal .4,174 1,948 605 6,727 Oil .455 455 Utility Scale Solar .214 214 Total generation capacity .8,527 2,483 2,071 13,081(a)Utility Scale Solar is described in MW on an alternating current basis.MW figures provided represent nominal

104、 summer net MW capacity of power generated as adjusted for the Companys owned interest(b)Includes proportionate share of equity owned investments and the Cottonwood leasePlant Operations is responsible for operating the Companys generation facilities at high standards of safety and regulatory compli

105、ance,and includes(i)operations and maintenance,(ii)asset management,and(iii)development,engineering and construction.Operations&MaintenanceNRG operates and maintains its generation portfolio,as well as approximately 6,200 MW of additional coal,natural gas and wind generation capacity at 13 plants op

106、erated on behalf of third parties as of December 31,2024 using prudent industry practices for the safe,reliable and economic generation of electricity in compliance with all local,state and federal requirements.The Company follows a consistent set of operating requirements,including a solid base of

107、training,required adherence to specific safety and environmental limits,procedure and checklist usage,and the implementation of continuous process improvement through incident investigations.NRG uses industry leading maintenance practices for preventive,predictive and corrective maintenance planning

108、.The Companys strategic planning process evaluates equipment condition,performance,and obsolescence to support the development of a comprehensive work scope and schedule for long-term performance.Asset ManagementNRG manages all aspects of its generation portfolio to optimize the lifecycle value of t

109、he assets,consistent with the Companys goals.The Company evaluates capital projects required for continued operation and strategic enhancement of the assets,provides quality assurance on capital outlays,and assesses the impact of rules,regulations,and laws on business profitability.In addition,the C

110、ompany manages its long-term contracts and real estate holdings and provides management services.Development,Engineering&ConstructionNRG develops,engineers and executes major plant projects as well as“new build”generation and energy storage projects that enhance the value of its generation portfolio

111、 and provide options to meet generation growth needs in the retail markets it serves,in accordance with the Companys strategic goals.These projects have included gas-fired generation development and construction,coal to gas conversions,grid scale energy storage development,grid scale renewable const

112、ruction,and asset demolition,remediation and reclamation work.Texas Development Priorities During 2024,NRG advanced progress on three new generation projects aimed at expanding its operational capacity to meet growing retail power supply needs in the ERCOT wholesale electric market.These projects in

113、clude a new 415 MW peaker plant at its T.H.Wharton generating station in Texas,which is scheduled to be operational in 2026 and a new 689 MW combined cycle generating facility at its Cedar Bayou generating station in Texas,which is scheduled to be operational in 2028.Both projects are under consider

114、ation for financing from the Texas Energy Fund.NRG continues to explore its options for the 443 MW Greens Bayou 6 project.These additions to NRGs portfolio are strategically aligned with the Companys commitment to meeting the growing energy needs of its customers.Vivint Smart HomeVivint Smart Home i

115、s a leading smart home platform that provides customers with technology,products and services to create a smarter,greener,safer home.A smart home has multiple devices integrated into a single expandable platform that incorporates artificial intelligence(“AI”)and machine-learning in its operating sys

116、tem,which allows customers to interact with and manage their home from anywhere via the Vivint app on their smart device.Vivint Smart Home provides a customized 10solution for the home using integrated smart cameras(indoor,outdoor and doorbell),locks,lights,thermostats,garage door controls and a hos

117、t of other safety and security sensors.Vivint Smart Home provides a fully integrated solution for consumers,including hardware,software,sales,installation by trained and experienced in-home service professionals,customer service,technical support and professional monitoring.This seamless integration

118、 of high-quality products and services resulted in an average customer lifetime of approximately nine years as of December 31,2024.The Company believes its ability to offer related or adjacent products and services that leverage the existing smart home platform,as well as energy services,can extend

119、the average customer lifetime and increase the lifetime value of customers.As of December 31,2024,Vivint Smart Homes cloud-based home platform currently manages more than 33 million in-home devices,and the average customer on Vivint Smart Homes cloud-based home platform engages with the smart home a

120、pp approximately 17 times per day and has approximately 16 devices in its home.Operational StatisticsThe following statistics represent the Companys retail load and customer count:Sales volumes-Electricity(in GWh)Home-Texas .39,353 40,032 43,155 Home-East .15,229 12,838 13,269 Home-West/Services/Oth

121、er .2,355 2,243 2,250 Business-Texas .40,274 40,250 38,447 Business-East .46,724 46,438 47,724 Business-West/Services/Other .10,513 10,393 10,231 Total Load .154,448 152,194 155,076 Sales volumes-Natural gas(in MDth)Home-East .49,927 49,990 53,051 Home-West/Services/Other .75,898 75,150 92,035 Busin

122、ess-East .1,525,094 1,587,052 1,618,946 Business-West/Services/Other .181,972 179,888 154,074 Total Load .1,832,891 1,892,080 1,918,106 Year ended December 31,20242023202211Customer count-Electricity customers(a)(b)(in thousands)Home-Texas Average retail .2,940 2,878 2,961 Ending retail .2,909 2,928

123、 2,859 Home-EastAverage retail .1,777 1,466 1,408 Ending retail .1,807 1,752 1,381 Home-West/Services/OtherAverage retail .395 393 383 Ending retail .373 404 390 Customer count-Natural gas customers(b)(in thousands)Home-EastAverage retail .388 390 375 Ending retail .384 385 380 Home-West/Services/Ot

124、herAverage retail .353 381 416 Ending retail .347 358 396 Total Customer count(in thousands)Average retail-Home-Electricity and Natural gas .5,853 5,508 5,543 Average-Vivint Smart Home(c).2,100 2,008 Ending retail-Home-Electricity and Natural gas .5,820 5,827 5,406 Ending-Vivint Smart Home(c).2,154

125、2,043 Total Ending retail and Vivint Smart Home 7,974 7,870 5,406(a)Home customer count includes recurring residential customers,services customers,and community choice(b)Dual fuel customers are included within electricity customer counts only(c)Vivint Smart Home includes customers that also purchas

126、e other NRG products Year ended December 31,202420232022The tables below present these performance metrics for the Companys generation portfolio,including leased facilities,for the years ended December 31,2024 and 2023:Year Ended December 31,2024Fossil Plants(a)Net OwnedCapacity(MW)Net Generation (I

127、n thousands of MWh)(a)Annual Equivalent Availability FactorAverage Net Heat Rate BTU/kWhNet CapacityFactorTexas .8,527 23,350 70.8%11,337 30.1%East .2,483 2,372 78.4%13,956 10.9%West/Services/Other .1,143 5,977 70.2%7,498 57.6%(a)Excludes equity method investmentsYear Ended December 31,2023Fossil an

128、d Nuclear Plants(a)Net OwnedCapacity(MW)Net Generation (In thousands of MWh)(a)Annual Equivalent Availability FactorAverage Net Heat Rate BTU/kWhNet CapacityFactorTexas .8,529 30,776 74.2%11,175 35.4%East .2,483 2,016 85.5%13,007 6.6%West/Services/Other .1,169 5,903 73.5%7,449 56.8%(a)Excludes equit

129、y method investments12The following are industry statistics for the Companys fossil and nuclear plants,as defined by the NERC:Annual Equivalent Availability Factor,or EAF Measures the percentage of maximum generation available over time as the fraction of net maximum generation that could be provide

130、d over a defined period of time after all types of outages and deratings,including seasonal deratings,are taken into account.Net Heat Rate The net heat rate represents the total amount of fuel in BTU required to generate one net kWh provided.Net Capacity Factor The net amount of electricity that a g

131、enerating unit produces over a period of time divided by the net amount of electricity it could have produced if it had run at full power over that time period.The net amount of electricity produced is the total amount of electricity generated minus the amount of electricity used during generation b

132、y the station.The generation performance by region for the three years ended December 31,2024,2023 and 2022 is shown below:Net Generation(In thousands of MWh)202420232022TexasCoal .15,433 15,576 18,860 Gas .7,917 7,333 8,763 Nuclear(a).7,867 9,652 Total Texas .23,350 30,776 37,275 EastCoal .2,369 1,

133、328 6,738 Oil .2 3 7 Gas .1 685 537 Total East .2,372 2,016 7,282 West/Services/OtherGas .5,974 5,899 6,669 Renewables .3 4 7 Total West/Services/Other .5,977 5,903 6,676 Total generation performance .31,699 38,695 51,233(a)Reflects the Companys undivided interest in total MWh generated by STP.The C

134、ompany sold its interest in STP on November 1,2023CompetitionWhile there has been consolidation in the competitive retail energy space over the past few years,there is still considerable competition for customers.In Texas,there is healthy competition in deregulated areas and customers can choose pro

135、viders based on the most appealing offers.Outside of Texas,electricity retailers compete with the incumbent utilities,in addition to other retail electric providers,which can inhibit competition depending on the market rules of the state.There is a high degree of fragmentation,with both large and sm

136、all competitors offering a range of value propositions,including value,rewards,and sustainability-based offerings.Wholesale generation is highly fragmented and diverse in terms of industry structure by region.As such,there is wide variation in the capabilities,resources,nature and identities of the

137、Companys competitors depending on the market.Competitors include regulated utilities,municipalities,cooperatives,other independent power producers,and power marketers or trading companies,including those owned by financial institutions.The smart home market is an expanding global opportunity and is

138、in the early stages of broad consumer adoption.It is highly competitive and fragmented.Major competitors range from large-cap technology companies seeking to expand their core market opportunity who predominantly offer do-it-yourself devices that put a large burden on homeowners to self-install and

139、support many devices,to security-based providers,as well as industrial and telecommunications companies that offer connected home experiences.Vivint Smart Home provides the full smart home experience,with an end-to-end solution that includes a wide range of unique capabilities and use cases.Currentl

140、y,the vast majority of competitors do not offer comprehensive smart home solutions and accompanying services.Seasonality and Price VolatilityThe sale of power and natural gas to retail customers are seasonal businesses with the demand for power generally peaking during the summer,and the demand for

141、natural gas generally peaking during the winter.As a result,net working capital requirements for the Companys retail operations generally increase during summer and winter months along with the 13higher revenues,and then decline during off-peak months.Weather may impact operating results and extreme

142、 weather conditions could have a material impact.The rates charged to retail customers may be impacted by fluctuations in total power prices and market dynamics,such as the price of natural gas,transmission constraints,competitor actions,and changes in market heat rates.Annual and quarterly operatin

143、g results of the Companys generation portfolio can be significantly affected by weather and energy commodity price volatility.Significant other events,such as the demand for natural gas,interruptions in fuel supply infrastructure and relative levels of hydroelectric capacity can increase seasonal fu

144、el and power price volatility.The preceding factors related to seasonality and price volatility are fairly uniform across the regions in which the Company operates.Market Framework NRG sells electricity,natural gas and related products and services,and smart home products and services to customers t

145、hroughout the U.S.and Canada.In most of the states and regions that have introduced retail consumer choice,NRG competitively offers electricity,natural gas and other value-enhancing services to customers.Each retail consumer choice state or province establishes its own retail competition laws and re

146、gulations,and the specific operational,licensing,and compliance requirements vary by state or province.Regulated terms and conditions of default service,as well as any movement to replace default service with competitive services,as is done in ERCOT,can affect customer participation in retail compet

147、ition.In Canada,NRG sells energy and related services to residential and commercial customers in the province of Alberta pursuant both to a regulated rate service governed by provincial regulations as well as a competitive service with rates set by market forces.Sales of energy to commercial custome

148、rs take place in other provinces as well.The attractiveness of NRGs retail offerings may be impacted by the rules,regulations,market structure and communication requirements from public utility commissions in each state and province.NRGs fleet of power plants which it owns,operates or manages are lo

149、cated in organized energy markets,known as RTOs or ISOs.Each organized market administers day-ahead and real-time centralized bid-based energy and ancillary services markets pursuant to tariffs approved by FERC,or in the case of ERCOT,market rules approved by the PUCT.These tariffs and rules dictate

150、 how the energy markets operate,how market participants make bilateral sales with one another and how entities with market-based rates are compensated.Established prices reflect the value of energy at the specific location and time it is delivered,which is known as the Locational Marginal Price.Each

151、 market is subject to market mitigation measures designed to limit the exercise of locational market power.These market structures facilitate NRGs sale of power and capacity products at market-based rates.Other than ERCOT and AESO,each of the ISO regions also operates a capacity or resource adequacy

152、 market that provides an opportunity for generating and demand response resources to earn revenues to offset their fixed costs that are not recovered in the energy and ancillary services markets.The ISOs are also responsible for transmission planning and operations.Texas NRGs business in Texas is su

153、bject to standards and regulations adopted by the PUCT and ERCOT1,including the requirement for retailers to be certified by the PUCT in order to contract with end-users to sell electricity.The ERCOT market is one of the nations largest and,historically,fastest growing power markets.ERCOT is an ener

154、gy-only market.The majority of the retail load in the ERCOT market region is served by competitive retail suppliers,except certain areas that have not opted into competitive consumer choice and are served by municipal utilities and electric cooperatives.EastWhile most of the states in the East regio

155、n of the U.S.have introduced some level of retail consumer choice for electricity and/or natural gas,the incumbent utilities currently provide default service in most of the states and as a result typically serve the majority of residential customers.NRGs retail activities in the East include both d

156、irect sales to end-use customers as well as sales through municipal aggregations,both of which are subject to standards and regulations adopted by the ISOs,state public utility commissions and legislators,including the requirement for retailers to be certified in each state in order to contract with

157、 end-users to sell electricity.Power plants owned,operated or managed by NRG and NRGs demand response assets located in the East region of the U.S.are within the control areas of PJM,NYISO,ISO-NE and MISO.Each of the market regions in the East region provides for robust competition in the day-ahead

158、and real-time energy and ancillary services markets.Additionally,the assets in the East region receive a significant portion of their revenues from capacity markets.PJM and ISO-NE use a forward capacity auction,while NYISO uses a month-ahead capacity auction.MISO has an annual auction.Capacity marke

159、t prices are sensitive to design parameters,as well as additions of new capacity.PJM and ISO-NE operate a pay-for-performance model where capacity payments are modified based on real-time generator performance during certain system conditions.In such markets,NRGs actual capacity revenues will be the

160、 combination of cleared auction prices times the quantity of MW cleared,plus the net of any 141 The Cottonwood facility is located in Deweyville,Texas,but operates in the MISO marketover-performance bonus payments and any under-performance charges.Additionally,bidding rules allow for the incorporati

161、on of a risk premium into generator bids.WestIn the West region of the U.S.,NRG is an LSE and sells electricity at retail in Californias Direct Access marketplace,as well as through community choice aggregations in the state.Additionally,NRG sells natural gas as both a retail supplier and wholesaler

162、 principally in California.NRG also owns equity interests in,operates,or manages power plants located entirely within the CAISO footprint.The CAISO operates day-ahead and real-time locational markets for energy and ancillary services,while managing congestion primarily through nodal prices.The CAISO

163、 system facilitates NRGs sale and purchase of power,ancillary services and capacity products at market-based rates,either within the CAISOs centralized energy and ancillary service markets or bilaterally.The CPUC also determines capacity requirements for LSEs and for specified local areas utilizing

164、inputs from the CAISO.Both the CAISO and CPUC rules require LSEs to contract with sufficient generation resources in order to maintain minimum levels of generation within defined local areas.Additionally,the CAISO has independent authority to contract with needed resources under certain circumstance

165、s,typically either when LSEs have failed to procure sufficient resources,or system conditions change unexpectedly.CanadaIn Canada,NRG sells to residential and commercial retail customers in Alberta,within the AESO footprint,under both regulated rates approved by the AUC as well as through competitiv

166、e service.The Companys regulated rates are approved through periodic rate applications that establish rates for power and gas sales as well as for recovery of other costs associated with operating the regulated business.In addition,the Company sells energy to commercial customers in other provinces.

167、All sales and operations are subject to applicable federal and provincial laws and regulations.Vivint Smart HomeVivint Smart Home operates in all states throughout the U.S.that regulate in some manner the sale,installation,servicing,monitoring or maintenance of smart home and electronic security sys

168、tems.Vivint Smart Home and its sales representatives are typically required to obtain and maintain licenses,certifications or similar permits from governmental entities as a condition to engaging in the smart home and security service business.Vivint Smart Home is subject to federal and state laws r

169、elated to consumer financing which may include rules related to fees and charges,disclosures and regulation of the party extending consumer credit.Energy Regulatory MattersAs participants in wholesale and retail energy markets and owners and operators of power plants,certain NRG entities are subject

170、 to regulation by various federal and state government agencies.These include the CFTC,FERC,NRC and the PUCT,as well as other public utility commissions in certain states where NRGs generation or distributed generation assets are located.In addition,NRG is subject to the market rules,procedures and

171、protocols of the various ISO and RTO markets in which it participates.Likewise,certain NRG entities participating in the retail markets are subject to rules and regulations established by the states and provinces in which NRG entities are licensed to sell at retail.NRG must also comply with the mand

172、atory reliability requirements imposed by NERC and the regional reliability entities in the regions where NRG operates.NRGs operations within the ERCOT footprint are not subject to rate regulation by FERC,as they are deemed to operate solely within the ERCOT market and not in interstate commerce.The

173、se operations are subject to regulation by the PUCT.State and Provincial Energy RegulationMaryland Legislation On May 9,2024,Maryland Governor Wes Moore signed Senate Bill 1 into law,which restricts the competitive retail electric and natural gas market in Maryland,affecting residential customers bu

174、t not commercial and industrial customers.Key provisions of the law took effect on January 1,2025.The legislation imposes a price cap on residential contracts tied to a trailing 12-month historical average of utility rates,with only a limited exception for renewable power products.Renewable products

175、 must now have their price pre-approved by the Maryland Public Service Commission and source their renewable electricity certificates from within the PJM region.The law also requires that any variable-price contract not contain a change in price more than once a year,except time-of-use contracts,and

176、 limits contract terms to 12 months.It requires affirmative consent for the renewal of customer contracts for renewable power products.The law also imposes licensing requirements on energy salespeople.The law states that it does not impair existing contracts.On October 1,2024,Green Mountain Energy C

177、ompany,NRGs renewable electricity provider,along with a retail trade association to which NRG belongs,filed a lawsuit in federal court challenging the constitutionality of Senate Bill 1.On November 18,2024,the trial court denied the plaintiffs motion for a preliminary injunction.The plaintiffs,inclu

178、ding Green Mountain,have filed an appeal to this denial to the Fourth Circuit Court of Appeals.The appeal is pending.15Alberta Rate of Last Resort On September 27,2024,the government of Alberta legislative assembly adopted the Rate of Last Resort Regulation to transition the regulated electricity ra

179、te from a monthly,variable rate“Regulated Rate Option”to a two-year,fixed rate“Rate of Last Resort”effective January 1,2025.On November 29,2024,the Alberta Utilities Commission approved a negotiated settlement between Direct Energy Regulated Services and the Utilities Consumer Advocate to establish

180、the Rate of Last Resort price-setting methodology as well as the rate itself for the first two years of the four-year period.Under the governments regulation,customers may return to the Rate of Last Resort at any time,and the price for the second two-year term may only vary from the first two-year t

181、erm by 10%.The new rates may provide risks and benefits to the Company.Regional Regulatory DevelopmentsNRG is affected by rule/tariff changes that occur in the ISO regions.For further discussion on regulatory developments,see Item 15 Note 23,Regulatory Matters,to the Consolidated Financial Statement

182、s.ERCOT/PUCTPublic Utility Commission of Texas Actions with Respect to Wholesale Pricing and Market Design The PUCT continues to analyze and implement multiple options for promoting increased reliability in the wholesale electric market,including the adoption of a reliability standard for resource a

183、dequacy and market-based mechanisms to achieve this standard.The Commission adopted a reliability standard that became effective in September 2024.In 2023,the Texas Legislature authorized implementation of the Performance Credit Mechanism(PCM),which will measure real-time contribution to system reli

184、ability and provide compensation for resources to be available,subject to certain guardrails such as an absolute annual net cost cap,as part of its adoption of the PUCT Sunset Bill(House Bill 1500).The Texas Legislature also directed the PUCT to implement additional market design changes such as the

185、 creation of a new ancillary service called Dispatchable Reliability Reserve Service(DRRS)to further increase ERCOTs capability to manage net load variability and firming requirements for new generation resources which penalize poor performance during periods of low grid reserves.The PUCT directed E

186、RCOT to implement DRRS as a standalone product which will delay implementation until 2026 or 2027.Texas Energy Fund Through Senate Bill 2627,the Texas Legislature created the Texas Energy Fund,which received voter approval in November 2023,and will provide grants and low-interest loans(3%)to incenti

187、vize the development of more dispatchable generation and smaller backup generation in ERCOT.The PUCT adopted a rule in March 2024,which establishes the application and participation requirements and the process by which the Texas Energy Fund loan proceeds for dispatchable generation in ERCOT will be

188、 distributed.The initial window for submitting loan applications was opened on June 1,2024 and closed on July 27,2024.NRG,through its subsidiaries,filed for loan proceeds for three separate projects,totaling more than 1,500 MWs of capacity.The PUCT also adopted a rule for the completion bonus grant

189、program in April 2024,which provides for opportunities for grants of$120,000 per MW for dispatchable generation projects interconnected before June 1,2026,or$80,000 per MW for dispatchable generation projects interconnected on or after June 1,2026 but before June 1,2029,subject to performance requir

190、ements.Applications for completion bonus grants can be submitted beginning in January 2025.Availability of grant funds may be impacted by the 10,000 MW collective cap on the ERCOT loan and grant program.On August 29,2024,the PUCT approved an initial portfolio of projects to move into a due diligence

191、 process with its third-party administrator.NRG THW GT LLCs 415 MW gas peakers,which is projected to become commercially operational in 2026,was among the projects selected to move into diligence,and that process is underway.On December 12,2024,the PUCT approved two additional projects to move into

192、due diligence,including Cedar Bayou Unit 5s 689 MW combined cycle generating facility,which is projected to become commercially operational in 2028.Approximately 9,700 MW of projects are currently approved to undergo due diligence.Real-time Co-optimization of Energy and Ancillary Services(RTC)ERCOT

193、is progressing with a multi-year project to upgrade its systems to co-optimize the dispatch of energy and ancillary services in real-time.The RTC project will also replace the Operating Reserve Demand Curve with demand curves for each ancillary service product which will act as the primary scarcity

194、pricing mechanism when energy or ancillary services are in shortage.ERCOT anticipates commencing market trials for testing the RTC project in Spring 2025 with production to go-live on December 5,2025.Supreme Court of Texas Ruling on Pricing during Winter Storm Uri On June 14,2024,the Supreme Court o

195、f Texas affirmed the validity of two orders issued by the PUCT on February 15 and 16,2021,respectively,governing scarcity pricing in the ERCOT wholesale electricity market during Winter Storm Uri.The Supreme Courts order reversed the judgment of the Third Court of Appeals,which had held that the PUC

196、T exceeded its statutory authority by ordering the market price of energy to be set at the high system wide offer cap due to scarcity conditions as a result of firm load shed occurring in ERCOT.In addition to holding that the PUCTs orders were consistent with the agencys statutory authority,the Supr

197、eme Court of Texas found that the PUCT had substantially complied with the Administrative Procedure Acts procedural rulemaking requirements in issuing its orders.16Voluntary Mitigation Plan(“VMP”)Changes On March 13,2023,the PUCT Staff determined that a portion of NRGs VMP should be terminated due t

198、o the increase in procurement of ancillary services by ERCOT,specifically non-spin reserve services,following Winter Storm Uri.As such,PUCT Staff terminated part of the VMP for NRG which provides protection from wholesale market power abuse accusations related to offers for ancillary services.NRG ag

199、reed with these changes to the VMP.At the March 23,2023 open meeting,the PUCT approved the amended VMP.In February 2024,NRG filed a notice of intent with the PUCT and terminated its existing VMP as of March 1,2024.Lubbock,Texas Transition to Competition The customers of Lubbock Power and Light(LP&L)

200、,a municipally owned utility,entered the Texas retail competitive market in March 2024.Starting in January 2024,LP&L customers were able to shop for a REP.Customers who did not select a REP by February 15,2024 were assigned to one of three default REPs,one of which is Reliant.LP&L customers started

201、transitioning to their chosen REP or a default REP on March 4,2024,which concluded in early April 2024.PJMCapacity Market Litigation and Reforms On September 27,2024,various public interest organizations filed a complaint at FERC against PJM seeking changes to the treatment of RMRs in the capacity m

202、arket.On November 18,2024,various state consumer advocates filed a complaint at FERC against PJM seeking revisions to several aspects of PJMs capacity market,including requiring resources previously subject to categorical exemptions to participate in capacity auctions,longer notice periods for deact

203、ivating generating resources,and several other changes.On December 9,2024,PJM submitted a filing at FERC proposing various capacity market updates regarding the treatment of qualifying resources that are retained under RMR agreements as capacity,retention of a dual-fuel fired combustion turbine plan

204、t as the reference resource,and updates to the Non-Performance Charge based on the RTO Net CONE for the 2026/2027 and 2027/2028 Delivery Years.On February 14,2025,FERC approved PJMs filings.On December 13,2024,PJM filed tariff changes to add provisions enabling a one-time reliability-based expansion

205、 of the eligibility criteria for PJMs interconnection process intended to allow a limited number of additional resources to participate in an upcoming interconnection queue.On February 11,2025,FERC approved PJMs filing.On December 20,2024,PJM submitted tariff changes that propose to require all Exis

206、ting Generation Capacity Resources to offer into the capacity auctions beginning with the 2026/2027 Delivery Year as well as certain enhancements to the Market Seller Offer Cap.On February 20,2025,FERC approved PJMs filing.On December 30,2024,Pennsylvania Governor Josh Shapiro and the Commonwealth o

207、f Pennsylvania filed a complaint at FERC alleging that PJMs demand curve cap is unjust and unreasonable.The complaint seeks to lower the demand curve cap to be 1.5 times net CONE of the reference resource.On January 28,2025,PJM notified stakeholders that it had reached an agreement with Governor Sha

208、piro,and on February 14,2025,PJM and Governor Shapiro filed a join settlement agreement establishing the capacity market temporary price cap and price floor for the next two auctions and also filed a motion to dismiss the December 30,2024 complaint.Any changes approved by FERC could affect future ca

209、pacity prices.Revisions to PJM Locational Deliverability Area(“LDA”)Reliability Requirement The Base Residual Auction(BRA)for the 2024/2025 delivery year commenced on December 7,2022 and closed on December 13,2022.On December 19,2022,PJM announced that it would delay the publication of the auction r

210、esults.On December 23,2022,PJM made a filing at FERC to revise the definition of LDA Reliability Requirement in the Tariff.This would allow PJM to exclude certain resources from the calculation of the LDA Reliability Requirement.On February 21,2023,FERC accepted PJMs filing.Multiple parties,includin

211、g NRG,filed for rehearing.Rehearing was denied by operation of law,and multiple parties,including the Company,filed appeals to the Third Circuit Court of Appeals.On March 12,2024,the court vacated the portion of the FERC orders that allow PJM to apply the LDA Reliability Requirement to the 2024/2025

212、 capacity auction.On March 29,2024,PJM filed a petition seeking confirmation as to the capacity commitments rules for the 2024/2025 auction.On April 22,2024,multiple parties filed a complaint seeking to find the revised rate unjust and unreasonable and implement rates consistent with FERCs February

213、2023 decision,which was denied on July 9,2024.Those parties filed an appeal to the Court of Appeals for the D.C.Circuit on November 5,2024.On May 6,2024,FERC directed PJM to recalculate the 2024/2025 auction results under the Initial LDA Reliability Requirement rules,and further directed PJM to reru

214、n the Third Incremental Auction.PJM published the revised BRA and Third Incremental Auction results on May 8,2024 and May 23,2024,respectively.On June 14,2024,multiple parties filed appeals to the Third Circuit Court of Appeals seeking review of the May 6,2024 FERC orders approving PJMs petition to

215、restore the original capacity commitment rules for PJM to recalculate the 2024/2025 BRA and the rerun of the 2024/2025 BRA.As a result,the capacity for the 2024/2025 delivery year in the Delmarva Power and Light South zone resulted in higher prices.This outcome may change depending upon the disposit

216、ion of the outstanding complaint and appeals.17PJM Base Residual Auction Revisions and Delay On October 13,2023,PJM made two filings at FERC.In the first filing,PJM proposed revisions to the Market Seller Offer Cap,which FERC rejected on February 6,2024.The second filing proposed to make changes to

217、PJMs resource adequacy risk modeling and capacity accreditation processes,which FERC approved,with condition,on January 20,2024.The approved changes were in effect for the 2025/2026 BRA that occurred in July 2024.In November 2024,at PJMs request,FERC approved delays to future BRAs.The 2026/2027 BRA

218、is currently scheduled for July 2025.Indian River RMR Proceeding On June 29,2021,Indian River notified PJM that it intended to retire Unit 4,effective May 31,2022,due to expected uneconomic operations.On July 30,2021,PJM responded to the deactivation notice and stated that PJM had identified reliabi

219、lity violations resulting from the proposed deactivation of Unit 4.NRG filed a cost based RMR rate schedule at FERC on April 1,2022.FERC accepted the rate schedule with a June 1,2022 effective date,subject to refund and established hearing and settlement procedures.The Company reached settlement wit

220、h a number of the intervening parties and the settlement agreement was filed at FERC on April 2,2024.On January 16,2025,FERC issued an order approving the settlement agreement.On February 14,2025,the Independent Market Monitor and the Maryland Office of the Peoples Counsel filed a request for a rehe

221、aring of the January 16,2025 FERC order.PJM announced the Delmarva Power transmission upgrades were completed in December 2024 and as a result,PJM sent NRG a termination notice.Indian River Unit 4 retired on February 23,2025.Independent Market Monitor Market Seller Offer Cap Complaint On March 18,20

222、21,finding that the calculation of the default Market Seller Offer Cap was unjust and unreasonable,FERC issued an order,which permitted the PJM May 2021 capacity auction for the 2022/2023 delivery year to continue under the existing rules and set a procedural schedule for parties to file briefs with

223、 possible solutions.On September 2,2021,FERC issued an order in response to a complaint filed by the PJM Independent Market Monitors proposal,which eliminated the Cost of New Entry-based Market Seller Offer Cap,implemented a limited default cap for certain asset classes based on going-forward costs

224、and provided for unit specific cost review by the Independent Market Monitor for all other non-zero offers into the auctions.On October 4,2021,as required by the Order,PJM submitted its compliance tariff and certain parties filed a motion for rehearing,which was denied by operation of law.On Februar

225、y 18,2022,FERC addressed the arguments raised on rehearing and rejected the rehearing requests.Multiple parties filed appeals at the Court of Appeals for the D.C.Circuit,and on August 15,2023,the Court denied the petitions for review.On January 12,2024,the generator trade association filed a petitio

226、n for review with the U.S.Supreme Court to overturn the August 15,2023 judgment.On May 28,2024,the U.S Supreme Court denied the petition for review.Final Rule on Reactive Power Payments On October 17,2024,FERC issued its final rule on reactive power,eliminating compensation for a generators reactive

227、 power within the standard power factor.ISOs must make a compliance filing,but FERC will permit ISO-NE,NYISO,and PJM to request a later effective date.This change affects the payments provided to generators providing reactive power service.Change to Energy Efficiency in the PJM Capacity Auction On N

228、ovember 5,2024,FERC approved PJMs proposal to terminate compensation paid through the PJM capacity market to energy efficiency resources beginning in the 2026/2027 auction year.However,energy efficiency resources will be counted as a reduction in the PJM load forecast that is the basis of the PJM ca

229、pacity auction.FERCs action will eliminate wholesale market financial support for utility-run programs authorized by state utility commissions,as well as certain third-party providers of energy efficiency services.NRGs demand-side programming is not significantly affected by the modification.Other R

230、egulatory Matters From time to time,NRG entities may be subject to examinations,investigations and/or enforcement actions by federal,state and provincial licensing and regulatory agencies and may face the risk of penalties for violation of financial services,consumer protection and other applicable

231、laws and regulations.Environmental Regulatory MattersNRG is subject to numerous environmental laws in the development,construction,ownership and operation of power plants.These laws generally require that governmental permits and approvals be obtained before construction and maintained during operat

232、ion of power plants.Federal and state environmental laws generally have become more stringent over time.Future laws may require the addition of emissions controls or other environmental controls,impose restrictions on the Companys operations including unit retirements or impose obligations related t

233、o historic coal ash use,storage and disposal.Complying with environmental laws often involves specialized human resources and significant capital and operating expenses,as well as occasionally curtailing operations.NRG decides to invest capital for environmental controls based on the relative certai

234、nty of the requirements,an evaluation of compliance options and the expected economic returns on capital.18Several regulations that affect the Company have been and continue to be revised by the EPA,including requirements regarding coal ash,GHG emissions,NAAQS revisions and implementation,and efflue

235、nt limitation guidelines.NRG will evaluate the impact of these regulations as they are revised but cannot fully predict the impact of each until anticipated revisions,legal challenges and reconsiderations are resolved.Air The CAA and related regulations(as well as similar state and local requirement

236、s)have the potential to affect air emissions,operating practices and pollution control equipment required at power plants.Under the CAA,the EPA sets NAAQS for certain pollutants including SO2,ozone,and PM2.5.Many of the Companys facilities are located in or near areas that are classified by the EPA

237、as not achieving certain NAAQS(non-attainment areas).The relevant NAAQS may become more stringent.In March 2024,the EPA increased the stringency of the PM2.5 NAAQS.The Company maintains a comprehensive compliance strategy to address continuing and new requirements.Complying with increasingly stringe

238、nt air regulations could require the installation of additional emissions control equipment at some NRG facilities or retiring of units if installing such controls is not economic.Significant changes to air regulatory programs affecting the Company are described below.CPP/ACE Rules The attention in

239、recent years on GHG emissions has resulted in federal and state regulations.In 2019,the EPA promulgated the ACE rule,which rescinded the CPP,which had sought to broadly regulate CO2 emissions from the power sector.On January 19,2021,the D.C.Circuit vacated the ACE rule(but on February 22,2021,at the

240、 EPAs request,stayed the issuance of the portion of the mandate that would vacate the repeal of the CPP).On June 30,2022,the U.S.Supreme Court held that the generation shifting approach in the CPP exceeded the powers granted to the EPA by Congress.The Court did not address the related issues of whet

241、her the EPA may adopt only measures applied at each source.On May 9,2024,the EPA promulgated a rule that repealed the ACE rule and significantly revised the manner in which new combustion-turbine and existing steam EGUs GHG emissions will be regulated including capturing and storing/sequestering CO2

242、 in some instances.This rule has been challenged by numerous parties in the D.C.Circuit including 27 states with 22 states intervening in support of the rule.The DC Circuit held oral arguments related to this rule in December 2024.On February 5,2025,the DOJ filed a motion asking the court to hold pr

243、oceedings in abeyance while the new administration evaluates the rule.The court granted the motion on February 19,2025.Cross-State Air Pollution Rule(“CSAPR”)On March 15,2023,the EPA signed and released a prepublication of a final rule that sought to significantly revise the CSAPR to address the goo

244、d-neighbor obligations of the 2015 ozone NAAQS for 23 states after earlier having disapproved numerous state plans to address the issue.Several states,including Texas,challenged the EPAs disapproval of their state plans.On May 1,2023,the U.S.Court of Appeals for the Fifth Circuit stayed the EPAs dis

245、approval of Texas and Louisianas state plans,which disapprovals are a condition precedent to the EPA imposing its plan on Texas and Louisiana.Several other states are also similarly situated because of similar stays.Nonetheless,on June 5,2023,the EPA promulgated this rule.On July 31,2023,the EPA pro

246、mulgated an interim final rule that addresses the various judicial orders that have stayed several State-Implementation-Plan disapprovals by limiting the effectiveness of certain requirements of the final rule promulgated on June 5,2023 in Texas and several other states.On June 27,2024,the U.S.Supre

247、me Court stayed the final rule in the 11 states where the rule had not already been stayed.The Company cannot predict the outcome of the legal challenges to the:(i)various state disapprovals;(ii)the final rule promulgated on June 5,2023;and(iii)the interim final rule promulgated on July 31,2023 that

248、 seeks to address the judicial orders.The Company anticipates that the new U.S.presidential administration will revisit this rule.Regional Haze Proposal On May 2023,the EPA proposed to withdraw the existing Texas Sulfur Dioxide Trading Program and replace it with unit-specific SO2 limits for 12 unit

249、s in Texas to address requirements to improve visibility at National Parks and Wilderness areas.If finalized as proposed,the rule would result in more stringent SO2 limits for two of the Companys coal-fired units in Texas.The Company cannot predict the outcome of this proposal.Greenhouse Gas Emissio

250、ns NRG emits CO2 when generating electricity at its facilities.Nearly all of NRGs domestic GHG emissions are subject to federal(U.S.EPA)GHG reporting requirements.NRGs climate goals are to reduce greenhouse gas emissions by 50%by 2025,from its current 2014 base year,and to achieve net-zero emissions

251、 by 2050.Greenhouse gas emissions included in NRGs goals are directly controlled emissions,emissions from purchased electricity for NRGs consumption and emissions from employee business travel.In March 2021,the Science Based Targets initiative validated NRGs 2025 and 2050 goals as aligned with a 1.5

252、 degree Celsius trajectory.This validation was based on NRGs business in 2020,prior to its acquisition of Direct Energy and Vivint.Following the acquisitions,the magnitude of NRGs indirect emissions changed,and the Company is currently in the process of analyzing these emissions.From the current 201

253、4 base year through 2024,the Companys directly controlled CO2e emissions decreased from 58 million metric tons to 25 million metric tons,representing a cumulative 57%reduction.The decrease is attributed to reductions in fleet-wide annual net generation and an overall market-driven shift away from co

254、al as a primary fuel to natural gas.The 19continued achievement of NRGs 2025 emissions reduction targets could be impacted by volatility within the power markets,driven by market conditions and changes in regulatory policies.As of December 31,2024,less than 5%of the Companys consolidated revenues we

255、re derived from coal-fired operating assets.The following charts reflect the Companys domestic generation portfolio,including leased facilities and those accounted for through equity method investments,but excluding the battery storage and remaining renewables activity.Prior year information on U.S.

256、CO2e emissions and U.S.generation was adjusted to remove divested assets.Mercury and Air Toxics Standards(“MATS”)On May 7,2024,the EPA promulgated a final rule that amends the MATS rule by,among other things,increasing the stringency of the filterable particulate matter standard at coal-burning unit

257、s.The deadline for complying with this more stringent standard is 2027.Twenty three states have challenged this rule in the D.C.Circuit.Accordingly,the outcome of this rulemaking is uncertain.The Company anticipates that the new U.S.presidential administration will revisit this rule.ByproductsIn Apr

258、il 2015,the EPA finalized the rule regulating byproducts of coal combustion(e.g.,ash and gypsum)as solid wastes under the RCRA.On July 30,2018,the EPA promulgated a rule that amended the ash rule by extending some of the deadlines and providing more flexibility for compliance.On August 21,2018,the D

259、.C.Circuit found,among other things,that the EPA had not adequately regulated unlined ponds and legacy surface impoundments.On August 28,2020,the EPA finalized A Holistic Approach to Closure Part A:Deadline to Initiate Closure,which amended the April 2015 Rule to address the August 2018 D.C.Circuit

260、decision and extend some of the deadlines.On November 12,2020,the EPA finalized A Holistic Approach to Closure Part B:Alternative Demonstration for Unlined Surface Impoundments,which further amended the April 2015 Rule to,among other things,provide procedures for requesting approval to operate exist

261、ing ash impoundments with an alternate liner.On May 8,2024,the EPA promulgated a rule that establishes requirements for:(i)inactive(or legacy)surface impoundments at inactive facilities and(ii)coal combustion residuals(CCR)management units(regardless of how or when the CCR was placed)at regulated fa

262、cilities.The rule also creates an obligation to conduct site assessments(at all active and certain inactive facilities)to determine whether CCR management units are present.The rule has been challenged in the D.C.Circuit and the outcome of the legal challenges is uncertain.The Company anticipates th

263、at the new U.S.presidential administration will revisit this rule.Domestic Site Remediation MattersUnder certain federal,state and local environmental laws,a current or previous owner or operator of a facility,including an electric generating facility,may be required to investigate and remediate rel

264、eases or threatened releases of hazardous or toxic substances or petroleum products.NRG may be responsible for property damage,personal injury and investigation and remediation costs incurred by a party in connection with hazardous material releases or threatened releases.These laws impose liability

265、 without regard to whether the owner knew of or caused the presence of the hazardous substances,and the courts have interpreted liability under such laws to be strict(without fault)and joint and several.Cleanup obligations can often be triggered during the closure or decommissioning of a facility,in

266、 addition to spills during its operations.20Jewett Mine Lignite Contract The Companys Limestone facility historically burned lignite obtained from the Jewett mine.Active mining ceased as of December 31,2016;however,the Company remains responsible for reclamation activities and is responsible for all

267、 reclamation costs.NRG has recorded an adequate ARO liability.The Railroad Commission of Texas has imposed a bond obligation of approximately$112 million for the reclamation of the Jewett mine,which NRG supports through surety bonds.The cost of the reclamation may exceed the value of the bonds.NRG m

268、ay provide additional performance assurance if required by the Railroad Commission of Texas.Water The Company is required under the Clean Water Act to comply with intake and discharge requirements,requirements for technological controls and operating practices.As with air quality regulations,federal

269、 and state water regulations have become more stringent and imposed new requirements.ELG In 2015,the EPA revised the ELG for Steam Electric Generating Facilities,which imposed more stringent requirements(as individual permits were renewed)for wastewater streams from FGD,fly ash,bottom ash and flue g

270、as mercury control.In 2017,the EPA promulgated a final rule that,among other things,postponed the compliance dates to preserve the status quo for FGD wastewater and bottom ash transport water by two years to November 2020 until the EPA amended the rule.On October 13,2020,the EPA amended the 2015 ELG

271、 rule by:(i)altering the stringency of certain limits for FGD wastewater;(ii)relaxing the zero-discharge requirement for bottom ash transport water;and(iii)changing several deadlines.In October 2021,NRG informed its regulators that the Company intends to comply with the ELG by ceasing combustion of

272、coal by the end of 2028 at its domestic coal units outside of Texas,and installing appropriate controls by the end of 2025 at its two plants that have coal-fired units in Texas.On May 9,2024,the EPA promulgated a rule that revises the ELG by,among other things,further restricting the discharge of(i)

273、FGD wastewater,(ii)bottom ash transport water,and(iii)combustion residual leachate.The rule was challenged in numerous courts,but the cases have been consolidated in the Eighth Circuit of the U.S.Court of Appeals.The outcome of the legal challenges is uncertain.On February 19,2025,the DOJ filed a mo

274、tion asking the court to hold proceedings in abeyance while the new administration evaluates the rule.The Company anticipates that the new U.S.presidential administration will revisit this rule.Regional Environmental DevelopmentsAsh Regulation in Illinois On July 30,2019,Illinois enacted legislation

275、 that required the state to promulgate regulations regarding coal ash at surface impoundments.On April 15,2021,the state promulgated the implementing regulation,which became effective on April 21,2021.NRG has applied for initial operating permits and construction permits(for closure and retrofits)as

276、 required by the regulation and is waiting for most of its permits to be issued by the Illinois EPA.Houston Nonattainment for 2008 Ozone Standard In 2022,the EPA changed the Houston areas classification from Serious to Severe nonattainment for the 2008 Ozone Standard.Accordingly,Texas is required to

277、 develop a new control strategy and submit it to the EPA.CustomersNRG sells to a wide variety of customers,primarily end-use customers in the residential,commercial and industrial,and wholesale sectors.The Company owns and operates power plants to generate and sell power to wholesale customers,such

278、as utilities and other intermediaries.The Company had no customer that comprised more than 10%of the Companys consolidated revenues for the year ended December 31,2024.Human CapitalAs of December 31,2024,NRG and its consolidated subsidiaries had 15,637 employees,including 7,028 active smart home dir

279、ect sales and installation individuals,which are largely seasonal.Approximately 4%of the Companys employees were covered by U.S.collective bargaining agreements.During 2024,the Company did not experience any labor stoppages or labor disputes at any of its facilities.NRG believes its employees are vi

280、tal to its success and is committed to offering employees a rewarding career that provides opportunities for growth and the ability to make valuable contributions toward the achievement of the Companys business objectives.NRG focuses on safety,health and wellness,employee engagement,talent developme

281、nt and total rewards for its workforce.21SafetySafety is embedded in the culture at NRG.The Company strives to begin meetings with a safety moment and regularly reminds its employees that safety comes first.NRG has achieved its targeted top decile safety record of Occupational Safety and Health Admi

282、nistration recordable injury rates in each of the 5 previous years.The following chart reflects the Companys 5 year safety record,excluding Vivint Smart Home which uses different industry specific safety benchmarks.Health and WellnessNRG has continued to invest in the health and well-being of its em

283、ployees and their families by providing programs that holistically support its employees physical,emotional,social and financial wellness,allowing employees the opportunity to take control of their well-being and focus on what matters most to them for a healthy,secure future.The Company includes wel

284、l-being goals as a metric in the Annual Incentive Plan(AIP),ensuring participants are motivated to improve their overall well-being.Employee EngagementNRG seeks to create work environments where employees are treated fairly and respectfully and where each voice matters.The Company seeks to build on

285、that position by continually improving its hiring and promotion policies and supporting the growth of Business Resource Groups(“BRGs”).In these BRGs,employees can share,learn,and receive support from colleagues with whom they have an affinity based on shared backgrounds or interests.The Company stri

286、ves to be a place that empowers employee growth that celebrates the individual employee and his or her unique backgrounds.Talent DevelopmentNRG deploys various talent development strategies and programs to develop leaders who can execute on the Companys strategy and drive value for all stakeholders.

287、The Board of Directors regularly engages with management on leadership development and succession planning,including providing feedback on development plans and bench strength for key senior leader positions.In 2024,the Company continued its annual Emerging Executive Leaders Program to strengthen th

288、e identified pipeline of future executives and create a cohort of high potential candidates to work on active company challenges or opportunities.Additionally,the Company expanded a front-line leader program called Peak Leadership to the entire company with the intent to onboard first-level leaders

289、into their leadership role in select business units,and will look to continue growing the initiative in 2025.The Company has a performance management tool that emphasizes a continuous feedback loop and a robust online training curriculum covering topics such as leadership,communication and productiv

290、ity.22Total RewardsNRG seeks to provide market competitive compensation and benefits benchmarked against the industries in which the Company operate:energy,consumer services and,where appropriate,the entire market.To ensure incentives are properly aligned with business needs and can attract and reta

291、in qualified employees,the Compensation Committee of the Board of Directors actively reviews the Companys total rewards programs,including benchmarking,risk assessment,and program design.NRG offers full-time employees incentives designed to motivate and reward success,and it continues to evaluate it

292、s benefits and offerings taking into consideration the needs of its employees to ensure they are competitive and best serve its employees.Every two years,the Company engages an independent third-party to benchmark its compensation and benefits programs against its peers and report the results to the

293、 Compensation Committee of the Board of Directors.For further discussion and recent available data regarding the Companys efforts and programs please see the Companys 2024 Proxy Statement and 2023 Sustainability Report,which are available on the Companys website at:.Information included in these doc

294、uments is not intended to be incorporated into this Annual Report on Form 10-K.Available InformationNRGs annual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K,and amendments to those reports filed or furnished pursuant to section 13(a)or 15(d)of the Exchange Act are

295、available free of charge through the SECs website,www.sec.gov,and through the Companys website,as soon as reasonably practicable after they are electronically filed with,or furnished to,the SEC.The Company also routinely posts press releases,presentations,webcasts,sustainability reports and other in

296、formation regarding the Company on the Companys website.The information posted on the Companys website is not a part of this report.23Item 1A Risk Factors NRGs risk factors are grouped into the following categories:(i)Risks Related to the Operation of NRGs Business;(ii)Risks Related to Governmental

297、Regulation and Laws;and(iii)Risks Related to Economic and Financial Market Conditions and the Companys Indebtedness.Risks Related to the Operation of NRGs BusinessNRGs financial performance may be impacted by price fluctuations in the retail and wholesale power and natural gas markets,as well as flu

298、ctuations in coal and oil markets and other market factors that are beyond the Companys control.Market prices for power,capacity,ancillary services,natural gas,coal,oil and renewable energy credits are unpredictable and tend to fluctuate substantially.Electric power generally must be produced concur

299、rently with its use.As a result,power prices are subject to significant volatility due to supply and demand imbalances,especially in the day-ahead and spot markets.Long and short-term power and gas prices may also fluctuate substantially due to other factors outside of the Companys control,including

300、:changes in generation capacity in the Companys 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,retirement of existing plants or addition of new

301、 transmission capacity;electric supply disruptions,including plant outages and transmission disruptions;changes in power and gas transmission infrastructure;transportation capacity constraints or inefficiencies;weather conditions,including extreme weather conditions and seasonal fluctuations,includi

302、ng the effects of climate change;a public health crisis,epidemic or pandemic;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 gas,or in patterns of power or gas usage,including the potential development

303、 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;economic and political conditions,including the impact of changing U.S.trade policies and p

304、otential additional tariffs that may be imposed;changes in law,including judicial decisions,environmental regulations and environmental legislation;andfederal,state and provincial power regulations and legislation,and regulations and actions of the ISO and RTOs.While retail rates are generally desig

305、ned to allow retail sellers of electricity and natural gas to pass through price fluctuations and other changes to costs,the Company may not be able to pass through all such changes to customers.For example,serving retail power customers in ISOs that have a capacity market exposes the Company to the

306、 risk that capacity costs can change and may not be recoverable,or the Company may engage in sales of power at fixed prices.Additionally,increases in wholesale costs to retail customers may cause additional customer defaults or increased customer attrition,or may be impacted by regulatory rules.Conv

307、ersely,should natural gas prices rise to consistently exceed coal prices,NRGs demand for coal generation may exceed the near-term ability of coal suppliers or rail transporters to meet it,causing the Company to lose generation sales opportunities and/or realize higher retail energy supply costs.Such

308、 factors and the associated fluctuations in power prices have affected the Companys wholesale and retail profitability in the past and are expected to continue to do so in the future.Volatile power and gas supply costs and demand for power and gas could adversely affect the financial performance of

309、NRGs retail operations.The Companys earnings and cash flows could be adversely affected in any period in which the wholesale power or gas prices rise at a greater rate than the rates the Company can charge to customers.The price of wholesale electricity and gas supply purchases associated with the r

310、etail operations energy commitments can be different than that reflected in the rates charged to customers due to,among other factors: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 se

311、asonal fluctuations in the price of natural gas relative to the 12-month forward prices;transmission and transportation constraints and the Companys ability to move power or gas to its customers;andchanges in market heat rate(i.e.,the relationship between power and natural gas prices).The Companys e

312、arnings and cash flows could also be adversely affected in any period in which its customers actual usage of electricity or gas significantly varies from the forecasted usage,which could occur due to,among other factors,weather events,changes in usage patterns,competition and economic conditions.24T

313、he Companys expectations regarding load growth may not materialize.The electricity industry is expected to experience a surge in demand driven primarily by new manufacturing,industrial and data center facilities(inclusive of generative AI(“GenAI”).The U.S.Energy Information Administrations 2023 Annu

314、al Energy Outlook,combined with external forecasts,shows the potential for 500 TWh of incremental load across the U.S.through 2030,as compared to 2023.ERCOTs current long term load forecast shows peak demand increasing from 86 GW in 2024 to 137 GW in 2028.However,there is no assurance that these for

315、ecasts will be accurate or that the anticipated load growth will occur as projected.Factors such as evolving technology,improvements in energy efficiency,changes in economic conditions,shifts in government policy or regulation,and project delays or cancellations by the Companys commercial and indust

316、rial consumers(including data center facilities)could reduce or slow demand for electricity relative to current expectations.The Companys capital expenditures and other investments are influenced by projected demand;if the anticipated load growth fails to materialize,the Company could incur addition

317、al expenses to terminate or redeploy any underutilized assets or infrastructure,or it may be unable to fully recover its capital expenditures or realize the expected returns on its investments.Operation of power generation facilities involves significant risks and hazards customary to the power indu

318、stry that could have a material adverse effect on NRGs revenues and results of operations,and NRG may not have adequate insurance to cover these risks and hazards.The ongoing operation of NRGs facilities involves risks that include the breakdown or failure of equipment or processes,performance below

319、 expected levels of output or efficiency and the inability to transport the Companys products to its customers in an efficient manner due to a lack of transmission capacity.Unplanned outages of generating units,including extensions of scheduled outages due to mechanical failures or other problems oc

320、cur from time to time and are an inherent risk of the Companys business.Unplanned outages typically increase the Companys operation and maintenance expenses and may reduce the Companys revenues as a result of selling fewer MWh or incurring non-performance penalties and/or require NRG to incur signif

321、icant costs as a result of obtaining replacement power from third parties in the open market or running one of its higher cost units to satisfy the Companys forward power sales obligations.NRGs inability to operate the Companys plants efficiently,manage capital expenditures and costs,and generate ea

322、rnings and cash flow from the Companys asset-based businesses could have a material adverse effect on the Companys results of operations,financial condition or cash flows.In addition,NRG provides plant operations and commercial services to a variety of third parties.There is a risk that mistakes,mis

323、-operations or actions taken by these third parties could be attributed to NRG,including the risk of investigation or penalties being assessed to NRG in connection with the services it offers,or that regulators could question whether NRG had the appropriate safeguards in place.Power generation invol

324、ves hazardous activities,including acquiring,transporting and unloading fuel,operating large pieces of rotating equipment and delivering electricity to transmission and distribution systems.In addition to natural risks such as earthquake,flood,lightning,wildfires,hurricane and wind,other hazards,suc

325、h as fire,explosion,structural collapse and machinery failure are inherent risks in the Companys operations.These and other hazards can cause significant personal injury or loss of life,severe damage to and destruction of property,plant and equipment,contamination of,or damage to,the environment and

326、 suspension of operations.The occurrence of any one of these events may result in NRG being named as a defendant in lawsuits asserting claims for substantial damages,including for environmental cleanup costs,personal injury and property damage and fines and/or penalties.NRG maintains an amount of in

327、surance protection that it considers adequate,obtains warranties from vendors and obligates contractors to meet certain performance levels,but the Company cannot provide any assurance that these measures will be sufficient or effective under all circumstances and against all hazards or liabilities t

328、o which it may be subject.A successful claim for which the Company is not adequately insured or protected could hurt its financial results and materially harm NRGs financial condition.NRG cannot provide any assurance that its insurance coverage will continue to be available at all or at rates or on

329、terms similar to those presently available.Any losses not covered by insurance could have a material adverse effect on the Companys financial condition,results of operations or cash flows.NRGs costs,results of operations,financial condition and cash flows could be adversely impacted by disruption of

330、 its fuel supplies.NRG relies on natural gas,coal and oil to fuel a majority of its power generation facilities.Grid operations depend on the continuing financial viability of contractual counterparties,as well as the infrastructure(including rail lines,rail cars,barge facilities,roadways,riverways

331、and natural gas pipelines)available to serve generation facilities and to ensure that there is sufficient power produced to meet retail demand.As a result,the Companys wholesale generation facilities are subject to the risks of disruptions or curtailments in the production of power at its generation

332、 facilities if no fuel is available at any price,if a counterparty fails to perform or if there is a disruption in the fuel delivery infrastructure.NRG routinely hedges both its wholesale sales and purchases to support its retail load obligations.In order to hedge these obligations,the Company may e

333、nter into long-term and short-term contracts for the purchase and delivery of fuel.Many of the 25forward power sales contracts do not allow the Company to pass through changes in fuel costs or discharge the power sale obligations in the case of a disruption in fuel supply due to force majeure events or the default of a fuel supplier or transporter.Disruptions in the Companys fuel supplies or powe