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Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K


☒						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2021.

☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to .

Commission file No. 001-15891

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

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class			Trading Symbol(s)			Name of Exchange on Which Registered
Common Stock, par value $0.01			NRG			New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

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

Indicate 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☒						Accelerated filer ☐						Non-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 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 management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒

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 was approximately $8,611,281,553 based on the closing sale price of $40.30 as reported on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.


Class						Outstanding at February 24, 2022
Common Stock, par value $0.01 per share						242,153,239

Documents Incorporated by Reference:

Portions of the Registrant's definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders

are incorporated by reference into Part III of this Annual Report on Form 10-K

TABLE OF CONTENTS


	GLOSSARY OF TERMS	3
PART I		7
	Item 1 — Business	7
	Item 1A — Risk Factors	24
	Item 1B — Unresolved Staff Comments	39
	Item 2 — Properties	40
	Item 3 — Legal Proceedings	41
	Item 4 — Mine Safety Disclosures	41
PART II		42
	Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	42
	Item 6 — Reserved	43

	Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations	44
	Item 7A — Quantitative and Qualitative Disclosures About Market Risk	73
	Item 8 — Financial Statements and Supplementary Data	76
	Item 9 — Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	76
	Item 9A — Controls and Procedures	76
	Item 9B — Other Information	79
	Item 9C— Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	79
PART III		80
	Item 10 — Directors, Executive Officers and Corporate Governance	80
	Item 11 — Executive Compensation	80
	Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	80
	Item 13 — Certain Relationships and Related Transactions, and Director Independence	81
	Item 14 — Principal Accounting Fees and Services	81
PART IV		82
	Item 15 — Exhibits, Financial Statement Schedules	82
	Item 16 — Form 10-K Summary	166
EXHIBIT INDEX		160

Glossary of Terms

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:



ACE						Affordable Clean Energy
Adjusted EBITDA						Adjusted earnings before interest, taxes, depreciation and amortization
ARO						Asset Retirement Obligation
ASC						The FASB Accounting Standards Codification, which the FASB established as the source of authoritative GAAP
ASU						Accounting Standards Updates – updates to the ASC
AUC						Alberta Utilities Commission
Average realized prices						Volume-weighted average power prices, net of average fuel costs and reflecting the impact of settled hedges
Bankruptcy Code						Chapter 11 of Title 11 of the U.S. Bankruptcy Code
Bankruptcy Court						United States Bankruptcy Court for the Southern District of Texas, Houston Division
Baseload						Units expected to satisfy minimum baseload requirements of the system and produce electricity at an essentially constant rate and run continuously
Brazos						Brazos Electric Power Cooperative, Inc.
BTU						British Thermal Unit
Business						NRG Business, which serves business customers
CAA						Clean Air Act
CAISO						California Independent System Operator
CARES Act						Coronavirus Aid, Relief, and Economic Security Act
Carlsbad						Carlsbad Energy Center, a 528 MW natural gas-fired project located in Carlsbad, CA

CCR						Coal Combustion Residuals
CDD						Cooling Degree Day

Centrica						Centrica plc
CES						Clean Energy Standard
CFTC						U.S. Commodity Futures Trading Commission
Cleco						Cleco Corporate Holdings LLC
CO2						Carbon Dioxide
CO2e						Carbon Dioxide Equivalents
ComEd						Commonwealth Edison
Company						NRG Energy, Inc.
Convertible Senior Notes						As of December 31, 2021, consists of NRG’s $575 million unsecured 2.75% Convertible Senior Notes due 2048
Cottonwood						Cottonwood Generating Station, a 1,177 MW natural gas-fueled plant
COVID-19						Coronavirus Disease 2019
CPP						Clean Power Plan
CPUC						California Public Utilities Commission
CWA						Clean Water Act
D.C. Circuit						U.S. Court of Appeals for the District of Columbia Circuit
Distributed Solar						Solar power projects that primarily sell power to customers for usage on site, or are interconnected to sell power into a local distribution grid

DSI						Dry Sorbent Injection
DSU						Deferred Stock Unit
Dual fuel customers						Customer that have both electricity and natural gas service with the Company
Economic gross margin						Sum of energy revenue, capacity revenue, retail revenue and other revenue, less cost of fuels and other cost of sales
EGU						Electric Generating Unit


EPA						U.S. Environmental Protection Agency
EPC						Engineering, Procurement and Construction
ERCOT						Electric Reliability Council of Texas, the Independent System Operator and the regional reliability coordinator of the various electricity systems within Texas
ESCO						Energy Service Companies
ESP						Electrostatic Precipitator
ESPP						NRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan

Exchange Act						The Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
FERC						Federal Energy Regulatory Commission
FGD						Flue gas desulfurization
FPA						Federal Power Act
FTRs						Financial Transmission Rights
GAAP						Generally accepted accounting principles in the U.S.
GenOn						GenOn Energy, Inc.
GenOn Entities						GenOn and certain of its wholly owned subsidiaries, including GenOn Americas Generation, LLC, that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court on June 14, 2017
GHG						Greenhouse Gas
GIP						Global Infrastructure Partners
Green Mountain Energy						Green Mountain Energy Company
GW						Gigawatts
GWh						Gigawatt Hours

HDD						Heating Degree Day
Heat Rate						A 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 the electricity output measured is gross or net generation and is generally expressed as BTU per net kWh
HLBV						Hypothetical Liquidation at Book Value
HLW						High-level radioactive waste

Home						NRG Home, which serves residential customers
ICE						Intercontinental Exchange
ISO						Independent System Operator, also referred to as RTOs
ISO-NE						ISO New England Inc.
Ivanpah						Ivanpah Solar Electric Generation Station, a 393 MW solar thermal power plant located in California's Mojave Desert in which NRG owns 54.5% interest

kWh						Kilowatt-hours
LaGen						Louisiana Generating LLC
LIBOR						London Inter-Bank Offered Rate
LSE						Load Serving Entities
LTIPs						Collectively, the NRG LTIP and the NRG GenOn LTIP

MATS						Mercury and Air Toxics Standards promulgated by the EPA
MDth						Thousand Dekatherms
Merger						The merger completed on December 14, 2012 by NRG and GenOn pursuant to the Merger Agreement
Midwest Generation						Midwest Generation, LLC
MISO						Midcontinent Independent System Operator, Inc.
MMBtu						Million British Thermal Units
MMDth						Million Dekatherms


MSU						Market Stock Unit
MW						Megawatts
MWe						Megawatt equivalent
MWh						Saleable megawatt hour net of internal/parasitic load megawatt-hour
NAAQS						National Ambient Air Quality Standards
NEIL						Nuclear Electric Insurance Limited
NEPOOL						New England Power Pool
NERC						North American Electric Reliability Corporation
Net Capacity Factor						The net amount of electricity that a generating 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
Net Exposure						Counterparty credit exposure to NRG, net of collateral
Net Generation						The net amount of electricity produced, expressed in kWhs or MWhs, that is the total amount of electricity generated (gross) minus the amount of electricity used during generation
Net Revenue Rate						Sum of retail revenues less TDSP transportation charges
NOL						Net Operating Loss
NOx						Nitrogen Oxides
NPNS						Normal Purchase Normal Sale
NQSO						Non-Qualified Stock Option
NRC						U.S. Nuclear Regulatory Commission
NRG						NRG Energy, Inc.
NRG GenOn LTIP						NRG 2010 Stock Plan for GenOn Employees (formerly the GenOn Energy, Inc. 2010 Omnibus Incentive Plan, which was assumed by NRG in connection with the Merger)
NRG LTIP						NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan
NRG Yield, Inc.						NRG Yield, Inc., which changed its name to Clearway energy, Inc. following the sale by NRG or NRG Yield and the Renewables Platform to GIP
Nuclear Decommissioning Trust Fund						NRG's nuclear decommissioning trust fund assets, which are for the Company's portion of the decommissioning of the STP, units 1 & 2
Nuclear Waste Policy Act						U.S. Nuclear Waste Policy Act of 1982
NYISO						New York Independent System Operator
NYMEX						New York Mercantile Exchange
NYSDEC						New York State Department of Environmental Conservation
OCI/OCL						Other Comprehensive Income/(Loss)
ORDC						Operating Reserve Demand Curve
ORDPA						Online Reliability Deployment Price Adder
Peaking						Units expected to satisfy demand requirements during the periods of greatest or peak load on the system
Petra Nova						Petra Nova Parish Holdings, LLC

Pipeline						Projects that range from identified lead to shortlisted with an offtake, and represents a lower level of execution certainty
PJM						PJM Interconnection, LLC
PM2.5						Particulate Matter that has a diameter of less than 2.5 micrometers
PPA						Power Purchase Agreement
PPM						Parts per million
PSU						Performance Stock Unit
PUCT						Public Utility Commission of Texas
Rayburn						Rayburn Country Electric Cooperative, Inc.
RCRA						Resource Conservation and Recovery Act of 1976


Receivables Securitization Facilities						Collectively, the Receivables Facility and the Repurchase Facility
RECs						Renewable Energy Certificates
Renewables						Consists of the following projects in which NRG has an ownership interest: Agua Caliente, Ivanpah, and solar generating stations located at various NFL Stadiums
Renewables Platform						The renewable operating and development platform sold to GIP with NRG's interest in NRG Yield.
Revolving Credit Facility						The Company's $3.7 billion revolving credit facility as of December 31, 2021, a component of the Senior Credit Facility, due 2024 was amended on May 28, 2019 and August 20, 2020
RGGI						Regional Greenhouse Gas Initiative
RMR						Reliability Must-Run
RPS						Renewable Portfolio Standards
RPSU						Relative Performance Stock Unit
RSU						Restricted Stock Unit
RTO						Regional Transmission Organization
SCR						Selective Catalytic Reduction Control System
SEC						U.S. Securities and Exchange Commission
Securities Act						The Securities Act of 1933, as amended
Senior Credit Facility						NRG's senior secured credit facility, comprised of the Revolving Credit Facility and the 2023 Term Loan Facility. The 2023 Term Loan Facility was repaid in the second quarter of 2019
Senior Notes						As of December 31, 2021, NRG's $4.6 billion outstanding unsecured senior notes consisting of $375 million of the 6.625% senior notes due 2027, $821 million of 5.75% senior notes due 2028, $733 million of the 5.25% senior notes due 2029, $500 million of the 3.375% senior notes due 2029, $1.0 billion of the 3.625% senior notes due 2031 and $1.1 billion of the 3.875% senior notes due 2032
Senior Secured Notes						As of December 31, 2021, NRG’s $2.5 billion outstanding Senior Secured First Lien Notes consists of $600 million of the 3.75% Senior Secured First Lien Notes due 2024, $500 million of the 2.0% Senior Secured First Lien Notes due 2025, $900 million of the 2.45% Senior Secured First Lien Notes due 2027, and $500 million of the 4.45% Senior Secured First Lien Notes due 2029
SNF						Spent Nuclear Fuel
SO2						Sulfur Dioxide
South Central Portfolio						NRG's 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 facility through May 2025
S&P						Standard & Poor's
STP						South Texas Project — nuclear generating facility located near Bay City, Texas in which NRG owns a 44% interest
STPNOC						South Texas Project Nuclear Operating Company
Tax Act						The Tax Cuts and Jobs Act of 2017
TDSP						Transmission/distribution service provider
Texas Genco						Texas Genco LLC
TSR						Total Shareholder Return
TWCC						Texas Westmoreland Coal Co.
TWh						Terawatt Hours
U.S.						United States of America
U.S. DOE						U.S. Department of Energy
VaR						Value at Risk

VIE						Variable Interest Entity
Winter Storm Uri						A major winter and ice storm that had widespread impacts across North America occurring in February 2021

PART I

Next: Item 1. Business