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NRG ENERGY, INC. - Quarter Report: 2022 September (Form 10-Q)

                                                                                                                                                    
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended:September 30, 2022
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 001-15891
NRG Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware41-1724239
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
910 Louisiana StreetHoustonTexas77002
(Address of principal executive offices)(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 ClassTrading Symbol(s)Name of Exchange on Which Registered
Common Stock, par value $0.01NRGNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed 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 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 an 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes       No
As of October 31, 2022, there were 230,384,205 shares of common stock outstanding, par value $0.01 per share.


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TABLE OF CONTENTS
Index


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q of NRG Energy, Inc., or NRG or the Company, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words "believes," "projects," "anticipates," "plans," "expects," "intends," "estimates," "targets" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond NRG's control, that may cause NRG's actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are not guarantees of future results. These factors, risks and uncertainties include the factors described under Risk Factors, in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2021 and the following:
Business uncertainties related to the integration of the operations of Direct Energy with its own;
NRG's ability to obtain and maintain retail market share;
General economic conditions, changes in the wholesale power and gas markets and fluctuations in the cost of fuel;
Volatile power and gas supply costs and demand for power and gas;
Changes in law, including judicial and regulatory decisions;
Hazards customary to the power production industry and power generation operations, such as fuel and electricity price volatility, unusual weather conditions, catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that NRG may not have adequate insurance to cover losses as a result of such hazards;
The effectiveness of NRG's risk management policies and procedures and the ability of NRG's counterparties to satisfy their financial commitments;
NRG's ability to enter into contracts to sell power or gas and procure fuel on acceptable terms and prices;
NRG's inability to estimate with any degree of certainty the future impact that COVID-19, any resurgence of COVID-19 or variants thereof, or other pandemic may have on NRG's results of operations, financial position, risk exposure and liquidity;
NRG's ability to successfully integrate, realize cost savings and manage any acquired businesses;
NRG's ability to engage in successful acquisitions and divestitures, as well as other mergers and acquisitions activity;
Cyber terrorism and cybersecurity risks, data breaches or the occurrence of a catastrophic loss and the possibility that NRG may not have sufficient insurance to cover losses resulting from such hazards or the inability of NRG's insurers to provide coverage;
Counterparties' collateral demands and other factors affecting NRG's liquidity position and financial condition;
NRG's ability to operate its businesses efficiently and generate earnings and cash flows from its asset-based businesses in relation to its debt and other obligations;
The liquidity and competitiveness of wholesale markets for energy commodities;
Government regulation, including changes in market rules, rates, tariffs and environmental laws;
NRG's ability to develop and innovate new products, as retail and wholesale markets continue to change and evolve;
Price mitigation strategies and other market structures employed by ISOs or RTOs that result in a failure to adequately and fairly compensate NRG's generation units;
NRG's ability to mitigate forced outage risk;
NRG's ability to borrow funds and access capital markets, as well as NRG's substantial indebtedness and the possibility that NRG may incur additional indebtedness in the future;
Operating and financial restrictions placed on NRG and its subsidiaries that are contained in NRG's corporate credit agreements, and in debt and other agreements of certain of NRG subsidiaries and project affiliates generally;
The ability of NRG and its counterparties to develop and build new power generation facilities;
NRG's ability to implement its strategy of finding ways to meet the challenges of climate change, clean air and protecting natural resources, while taking advantage of business opportunities;
NRG's ability to increase cash from operations through operational and market initiatives, corporate efficiencies, asset strategy, and a range of other programs throughout NRG to reduce costs or generate revenues;
NRG's ability to successfully evaluate investments and achieve intended financial results in new business and growth initiatives;

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

In addition, unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements speak only as of the date they were made and NRG undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as otherwise required by applicable laws. The foregoing factors that could cause NRG's actual results to differ materially from those contemplated in any forward-looking statements included in this Quarterly Report on Form 10-Q should not be construed as exhaustive.

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GLOSSARY OF TERMS
When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:
2021 Form 10-KNRG’s Annual Report on Form 10-K for the year ended December 31, 2021
ACEAffordable Clean Energy
AESOAlberta Electric System Operator
Agua CalienteAgua Caliente Solar Project, a 290 MW photovoltaic power station located in Yuma County, Arizona in which NRG owned a 35% interest
AROAsset Retirement Obligation
ASCThe FASB Accounting Standards Codification, which the FASB established as the source of authoritative GAAP
ASUAccounting Standards Updates - updates to the ASC
Average realized power pricesVolume-weighted average power prices, net of average fuel costs and reflecting the impact of settled hedges
BTUBritish Thermal Unit
BusinessNRG Business, which serves business customers
CAAClean Air Act
CAISOCalifornia Independent System Operator
CARES ActCoronavirus Aid, Relief, and Economic Security Act of 2020
CDDCooling Degree Day
CFTCU.S. Commodity Futures Trading Commission
CentricaCentrica plc
CO2
Carbon Dioxide
CompanyNRG Energy, Inc.
Convertible Senior Notes
As of September 30, 2022, consists of NRG’s $575 million unsecured 2.75% Convertible Senior Notes due 2048
CottonwoodCottonwood Generating Station, a 1,177 MW natural gas-fueled plant
COVID-19Coronavirus Disease 2019
CPPClean Power Plan
CPUCCalifornia Public Utilities Commission
CWAClean Water Act
D.C. CircuitU.S. Court of Appeals for the District of Columbia Circuit
DthDekatherms
Economic gross marginSum of retail revenue, energy revenue, capacity revenue and other revenue, less cost of fuels and purchased energy and other cost of sales
EGUElectric Generating Unit
EPAU.S. Environmental Protection Agency
ERCOTElectric Reliability Council of Texas, the Independent System Operator and the regional reliability coordinator of the various electricity systems within Texas
ESPPNRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan
Exchange ActThe Securities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
FGDFlue gas desulfurization
FTRsFinancial Transmission Rights
GAAPGenerally accepted accounting principles in the U.S.
GHGGreenhouse Gas
Green Mountain EnergyGreen Mountain Energy Company
GWGigawatts
GWhGigawatt Hour
HDDHeating Degree Day

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Heat 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 upon whether the electricity output measured is gross or net generation. Heat rates are generally expressed as BTU per net kWh
HomeNRG Home, which serves residential customers
HLWHigh-level radioactive waste
ICEIntercontinental Exchange
IESOIndependent Electricity System Operator
ISOIndependent System Operator, also referred to as RTOs
ISO-NEISO New England Inc.
IvanpahIvanpah Solar Electric Generation Station, a 393 MW solar thermal power plant located in California's Mojave Desert in which NRG owns 54.5% interest
kWhKilowatt-hour
LaGenLouisiana Generating, LLC
LIBORLondon Inter-Bank Offered Rate
LSEsLoad Serving Entities
LTIPsCollectively, the NRG long-term incentive plan ("LTIP") and the NRG GenOn LTIP
MDthThousand Dekatherms
Midwest GenerationMidwest Generation, LLC
MISOMidcontinent Independent System Operator, Inc.
MMBtuMillion British Thermal Units
MWMegawatts
MWhSaleable megawatt hour net of internal/parasitic load megawatt-hour
NAAQSNational Ambient Air Quality Standards
NEPOOLNew England Power Pool
NERCNorth American Electric Reliability Corporation
Net ExposureCounterparty credit exposure to NRG, net of collateral
Net Revenue RateSum of retail revenues less TDSP transportation charges
NodalNodal Exchange is a derivatives exchange
NOLNet Operating Loss
NOxNitrogen Oxides
NPNSNormal Purchase Normal Sale
NRCU.S. Nuclear Regulatory Commission
NRGNRG Energy, Inc.
Nuclear Decommissioning Trust FundNRG'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 ActU.S. Nuclear Waste Policy Act of 1982
NYISONew York Independent System Operator
NYMEXNew York Mercantile Exchange
OCI/OCLOther Comprehensive Income/(Loss)
ORDCOperating Reserve Demand Curve
ORDPAOnline Reliability Deployment Price Adder
Petra NovaPetra Nova Parish Holdings, LLC
PG&EPacific Gas and Electric Company
PJMPJM Interconnection, LLC
PM2.5Particulate Matter that has a diameter of less than 2.5 micrometers
PPAPower Purchase Agreement
PUCTPublic Utility Commission of Texas
RCRAResource Conservation and Recovery Act of 1976

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Receivables Facility
NRG Receivables LLC, a bankruptcy remote, special purpose, wholly-owned indirect subsidiary of the Company's $1.0 billion accounts receivables securitization facility due 2023, which was amended on July 26, 2021 and July 26, 2022
Receivables Securitization FacilitiesCollectively, the Receivables Facility and the Repurchase Facility
Repurchase Facility
NRG's $150 million uncommitted repurchase facility related to the Receivables Facility due 2023, which was amended on July 26, 2021, February 9, 2022 and July 26, 2022
Revolving Credit FacilityThe Company's $3.7 billion revolving credit facility due 2024, was amended on May 28, 2019 and August 20, 2020
RGGIRegional Greenhouse Gas Initiative
RMR
Reliability Must-Run
RTORegional Transmission Organization, also referred to as ISOs
SECU.S. Securities and Exchange Commission
Securities ActThe Securities Act of 1933, as amended
Senior Notes
As of September 30, 2022, 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 First Lien Notes
As of September 30, 2022, 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
ServicesNRG Services, which primarily includes the services businesses acquired in the Direct Energy Acquisition
SNFSpent Nuclear Fuel
SO2
Sulfur Dioxide
SOFRSecured overnight financing rate
South Central PortfolioNRG'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
STPSouth Texas Project — nuclear generating facility located near Bay City, Texas in which NRG owns a 44% interest
STPNOCSouth Texas Project Nuclear Operating Company
TDSPTransmission/distribution service provider
U.S.United States of America
U.S. DOEU.S. Department of Energy
VaRValue at Risk
VIEVariable Interest Entity
Winter Storm UriA major winter and ice storm that had widespread impacts across North America occurring in February 2021


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PART I — FINANCIAL INFORMATION

ITEM 1 — CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended September 30,Nine months ended September 30,
(In millions, except for per share amounts)2022202120222021
Revenue
Revenue$8,510 $6,609 $23,688 $19,943 
Operating Costs and Expenses
Cost of operations (excluding depreciation and amortization shown below)7,802 3,692 18,619 13,496 
Depreciation and amortization145 199 485 569 
Impairment losses43 — 198 306 
Selling, general and administrative costs326 318 973 973 
Provision for credit losses52 64 103 715 
Acquisition-related transaction and integration costs17 26 81 
Total operating costs and expenses8,376 4,290 20,404 16,140 
Gain on sale of assets22 — 51 17 
Operating Income156 2,319 3,335 3,820 
Other Income/(Expense)
Equity in earnings of unconsolidated affiliates11 15 — 23 
Other income, net21 33 42 
Loss on debt extinguishment— (57)— (57)
Interest expense(105)(122)(313)(374)
Total other expense(73)(156)(280)(366)
Income Before Income Taxes83 2,163 3,055 3,454 
Income tax expense16 545 739 840 
Net Income$67 $1,618 $2,316 $2,614 
Income per Share
Weighted average number of common shares outstanding — basic and diluted235 245 238 245 
Income per Weighted Average Common Share —Basic and Diluted$0.29 $6.60 $9.73 $10.67 
See accompanying notes to condensed consolidated financial statements.

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NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three months ended September 30,Nine months ended September 30,
(In millions)2022202120222021
Net Income$67 $1,618 $2,316 $2,614 
Other Comprehensive (Loss)/Income
Foreign currency translation adjustments(32)(11)(45)(6)
Defined benefit plans(2)17 20 
Other comprehensive (loss)/income(34)(10)(28)14 
Comprehensive Income$33 $1,608 $2,288 $2,628 
See accompanying notes to condensed consolidated financial statements.

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NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2022December 31, 2021
(In millions, except share data)(Unaudited)(Audited)
ASSETS
Current Assets
Cash and cash equivalents$333 $250 
Funds deposited by counterparties3,134 845 
Restricted cash46 15 
Accounts receivable, net4,061 3,245 
Uplift securitization proceeds receivable from ERCOT— 689 
Inventory772 498 
Derivative instruments9,938 4,613 
Cash collateral paid in support of energy risk management activities262 291 
Prepayments and other current assets417 395 
Total current assets18,963 10,841 
Property, plant and equipment, net1,598 1,688 
Other Assets
Equity investments in affiliates126 157 
Operating lease right-of-use assets, net236 271 
Goodwill1,650 1,795 
Intangible assets, net2,227 2,511 
Nuclear decommissioning trust fund789 1,008 
Derivative instruments4,914 2,527 
Deferred income taxes1,516 2,155 
Other non-current assets224 229 
Total other assets11,682 10,653 
Total Assets$32,243 $23,182 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt and finance leases$62 $
Current portion of operating lease liabilities82 81 
Accounts payable2,871 2,274 
Derivative instruments6,841 3,387 
Cash collateral received in support of energy risk management activities3,134 845 
Accrued expenses and other current liabilities1,376 1,324 
Total current liabilities14,366 7,915 
Other Liabilities
Long-term debt and finance leases7,974 7,966 
Non-current operating lease liabilities197 236 
Nuclear decommissioning reserve335 321 
Nuclear decommissioning trust liability433 666 
Derivative instruments2,802 1,412 
Deferred income taxes84 73 
Other non-current liabilities922 993 
Total other liabilities12,747 11,667 
Total Liabilities27,113 19,582 
Commitments and Contingencies
Stockholders' Equity
Common stock; $0.01 par value; 500,000,000 shares authorized; 423,894,539 and 423,547,174 shares issued and 232,125,137 and 243,753,899 shares outstanding at September 30, 2022 and December 31, 2021, respectively
Additional paid-in-capital8,450 8,531 
Retained earnings2,584 464 
Treasury stock, at cost 191,769,402 and 179,793,275 shares at September 30, 2022 and December 31, 2021, respectively
(5,754)(5,273)
Accumulated other comprehensive loss(154)(126)
Total Stockholders' Equity5,130 3,600 
Total Liabilities and Stockholders' Equity$32,243 $23,182 
See accompanying notes to condensed consolidated financial statements.

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NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended September 30,
(In millions)20222021
Cash Flows from Operating Activities
Net Income$2,316 $2,614 
Adjustments to reconcile net income to cash provided by operating activities:
Distributions from and equity in earnings of unconsolidated affiliates
Depreciation and amortization485 569 
Accretion of asset retirement obligations20 21 
Provision for credit losses103 715 
Amortization of nuclear fuel42 39 
Amortization of financing costs and debt discounts17 30 
Loss on debt extinguishment— 57 
Amortization of in-the-money contracts and emissions allowances122 111 
Amortization of unearned equity compensation21 16 
Net gain on sale and disposal of assets(82)(29)
Impairment losses198 306 
Changes in derivative instruments(4,480)(4,419)
Changes in deferred income taxes and liability for uncertain tax benefits688 782 
Changes in collateral deposits in support of energy risk management activities2,321 1,970 
Changes in nuclear decommissioning trust liability38 
Uplift securitization proceeds received from ERCOT689 — 
Changes in other working capital(711)(973)
Cash provided by operating activities1,758 1,855 
Cash Flows from Investing Activities
Payments for acquisitions of businesses and assets, net of cash acquired(60)(3,534)
Capital expenditures(250)(219)
Net (purchases)/sales of emission allowances(4)
Investments in nuclear decommissioning trust fund securities(361)(460)
Proceeds from the sale of nuclear decommissioning trust fund securities363 424 
Proceeds from sales of assets, net of cash disposed107 198 
Cash used by investing activities(205)(3,585)
Cash Flows from Financing Activities
Payments of dividends to common stockholders(252)(239)
Payments for share repurchase activity(484)(9)
Net receipts from settlement of acquired derivatives that include financing elements1,596 396 
Repayments of long-term debt and finance leases(4)(1,360)
Proceeds from issuance of long-term debt— 1,100 
Payments for debt extinguishment costs— (48)
Payments of debt issuance costs(1)(18)
Proceeds from issuance of common stock— 
Cash provided/(used) by financing activities855 (177)
Effect of exchange rate changes on cash and cash equivalents(5)(2)
Net Increase/(Decrease) in Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash2,403 (1,909)
Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash at Beginning of Period1,110 3,930 
Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash at End of Period$3,513 $2,021 
See accompanying notes to condensed consolidated financial statements.

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NRG ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(In millions)Common
Stock
Additional
Paid-In
Capital
Retained EarningsTreasury
Stock
Accumulated
Other
Comprehensive
Loss
Total
Stock-holders'
Equity
Balance at December 31, 2021$$8,531 $464 $(5,273)$(126)$3,600 
Net income
1,736 1,736 
Other comprehensive income
Share repurchases
(187)(187)
Equity-based awards activity, net(a)
Common stock dividends and dividend equivalents declared(b)
(86)(86)
Adoption of ASU 2020-06(100)57 (43)
Balance at March 31, 2022$$8,433 $2,171 $(5,460)$(118)$5,030 
Net income
513 513 
Other comprehensive loss(2)(2)
Shares reissuance for ESPP
Share repurchases
(168)(168)
Equity-based awards activity, net
Common stock dividends and dividend equivalents declared(b)
(84)(84)
Balance at June 30, 2022$$8,442 $2,600 $(5,626)$(120)$5,300 
Net income
67 67 
Other comprehensive loss(34)(34)
Share repurchases
(128)(128)
Equity-based awards activity, net
Common stock dividends and dividend equivalents declared(b)
(83)(83)
Balance at September 30, 2022$$8,450 $2,584 $(5,754)$(154)$5,130 

(In millions)Common
Stock
Additional
Paid-In
Capital
Accumulated DeficitTreasury
Stock
Accumulated
Other
Comprehensive
Loss
Total
Stock-holders'
Equity
Balance at December 31, 2020$$8,517 $(1,403)$(5,232)$(206)$1,680 
Net loss
(82)(82)
Other comprehensive income
Equity-based awards activity, net(a)
(5)(5)
Issuance of common stock
Common stock dividends and dividend equivalents declared(b)
(80)(80)
Balance at March 31, 2021$$8,513 $(1,565)$(5,232)$(203)$1,517 
Net income
1,078 1,078 
Other comprehensive income21 21 
Shares reissuance for ESPP
Equity-based awards activity, net
Common stock dividends and dividend equivalents declared(b)
(80)(80)
Balance at June 30, 2021$$8,519 $(567)$(5,230)$(182)$2,544 
Net income
1,618 1,618 
Other comprehensive loss(10)(10)
Equity-based awards activity, net
Common stock dividends and dividend equivalents declared(b)
(80)(80)
Balance at September 30, 2021$$8,525 $971 $(5,230)$(192)$4,078 
(a)Includes $(6) million and $(9) million of equivalent shares purchased in lieu of tax withholding on equity compensation issuances for the quarters ended March 31, 2022 and 2021, respectively
(b)Dividends per common share were $0.35 for the quarters ended September 30, June 30 and March 31, 2022 and $0.325 for the quarters ended September 30, June 30 and March 31, 2021
See accompanying notes to condensed consolidated financial statements.

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NRG ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 — Nature of Business and Basis of Presentation
General
NRG Energy, Inc., or NRG or the Company, is a consumer services company built on dynamic retail brands. NRG brings the power of energy to customers by producing and selling energy and related products and services, nation-wide in the U.S. and Canada in a manner that delivers value to all of NRG's stakeholders. NRG sells power, natural gas, home and power services, and develops innovative, sustainable solutions, predominately under the brand names NRG, Reliant, Direct Energy, Green Mountain Energy, Stream, and XOOM Energy. The Company has a customer base that includes approximately 5.5 million Home customers as well as commercial, industrial, and wholesale customers, supported by approximately 16 GW of generation.
The Company manages its operations based on the combined results of the retail and wholesale generation businesses with a geographical focus.
The Company's 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 related to customer, plant and market operations in the East;
West/Services/Other, which includes the following assets and activities: (i) all activity related to customer, plant and market operations in the West and Canada, (ii) the Services businesses (iii) activity related to the Cottonwood facility, (iv) the remaining renewables activity, including the Company’s equity method investment in Ivanpah Master Holdings, LLC, and (v) activity related to the Company’s equity method investment for the Gladstone power plant in Australia; and
Corporate activities.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the SEC's regulations for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to the consolidated financial statements in the Company's 2021 Form 10-K. Interim results are not necessarily indicative of results for a full year.
In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all material adjustments consisting of normal and recurring accruals necessary to present fairly the Company's consolidated financial position as of September 30, 2022, and the results of operations, comprehensive income, cash flows and statements of stockholders' equity for the three and nine months ended September 30, 2022 and 2021.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Reclassifications
Certain prior period amounts have been reclassified for comparative purposes. The reclassifications did not affect consolidated results from operations, net assets or consolidated cash flows.


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Note 2 — Summary of Significant Accounting Policies
Other Balance Sheet Information
The following table presents the accumulated depreciation included in property, plant and equipment, net and accumulated amortization included in intangible assets, net:
(In millions)September 30, 2022December 31, 2021
Property, plant and equipment accumulated depreciation $1,456 $1,308 
Intangible assets accumulated amortization 1,989 1,636 
Credit Losses
Retail trade receivables are reported on the balance sheet net of the allowance for credit losses. The Company accrues a provision for current expected credit losses based on (i) estimates of uncollectible revenues by analyzing accounts receivable aging and current and reasonable forecasts of expected economic factors including, but not limited to, unemployment rates and weather-related events, (ii) historical collections and delinquencies, and (iii) counterparty credit ratings for commercial and industrial customers.
The following table represents the activity in the allowance for credit losses for the three and nine months ended September 30, 2022 and 2021:
Three months ended September 30,Nine months ended September 30,
(In millions)2022202120222021
Beginning balance$627 $761 $683 $67 
Acquired balance from Direct Energy— — — 112 
Provision for credit losses52 64 103 715 
Write-offs(50)(41)(171)(124)
Recoveries collected23 22 
Ending balance$638 $792 $638 $792 
The decrease in the provision for credit losses during the nine months ended September 30, 2022, compared to the same period in 2021 was primarily due to the impacts of Winter Storm Uri during the prior year on bilateral finance hedging risk of $403 million, counterparty credit risk of $152 million and ERCOT default shortfall payments of $83 million.
Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash
The following table provides a reconciliation of cash and cash equivalents, restricted cash and funds deposited by counterparties reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of cash flows:
(In millions)September 30, 2022December 31, 2021
Cash and cash equivalents
$333 $250 
Funds deposited by counterparties
3,134 845 
Restricted cash
46 15 
Cash and cash equivalents, funds deposited by counterparties and restricted cash shown in the statement of cash flows
$3,513 $1,110 
Funds deposited by counterparties consist of cash held by the Company as a result of collateral posting obligations from its counterparties related to NRG's hedging program. The increase in funds deposited by counterparties is driven by the significant increase in forward positions as a result of increases in natural gas and power prices compared to December 31, 2021. Though some amounts are segregated into separate accounts, not all funds are contractually restricted. Based on the Company's intention, these funds are not available for the payment of general corporate obligations; however, they are available for liquidity management. Depending on market fluctuations and the settlement of the underlying contracts, the Company will refund this collateral to the counterparties pursuant to the terms and conditions of the underlying trades. Since collateral requirements fluctuate daily and the Company cannot predict if any collateral will be held for more than twelve months, the funds deposited by counterparties are classified as a current asset on the Company's balance sheet, with an offsetting liability for this cash collateral received within current liabilities.
Restricted cash consists primarily of funds held to satisfy the requirements of certain debt agreements and funds held within the Company's projects that are restricted in their uses.

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Winter Storm Uri Uplift Securitization Proceeds
The Texas Legislature passed House Bill ("HB") 4492 in May of 2021 for ERCOT to mitigate exceptionally high price adders and ancillary service costs incurred by LSEs during Winter Storm Uri. HB 4492 authorized ERCOT to obtain $2.1 billion of financing to distribute to LSEs that were charged and paid to ERCOT those highly priced ancillary service and ORDPA during Winter Storm Uri.
In December 2021, ERCOT filed with the PUCT a calculation of each LSE’s share of proceeds based on the settlement methodology. The Company accounted for the proceeds by analogy to the contribution model within ASC 958-605, Not-for-Profit Entities- Revenue Recognition and the grant model within IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, as a reduction to cost of operations within its consolidated statements of operations in the 2021 annual period for which the proceeds were intended to compensate. The Company received proceeds of $689 million from ERCOT in June 2022.
Goodwill
The following table represents the changes in goodwill during the nine months ended September 30, 2022:
(In millions)
TexasEastWest/Services/OtherTotal
Balance as of December 31, 2021$751 $853 $191 $1,795 
Impairment— (130)— (130)
Asset sales(6)— — (6)
Foreign Currency Translation— — (9)(9)
Balance as of September 30, 2022$745 $723 $182 $1,650 
Recent Accounting Developments - Guidance Adopted in 2022
ASU 2020-06 — In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), or ASU 2020-06. The guidance in ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. In addition, ASU 2020-06 improves and amends the related earnings per share guidance. The Company adopted this standard on January 1, 2022 using the modified retrospective approach. As a result of the provisions of the amended guidance, the Company recorded a $100 million decrease to additional paid-in capital, a $57 million decrease to debt discount, a $57 million increase to retained earnings and a $14 million decrease to long-term deferred tax liabilities. The adoption of ASU 2020-06 did not have a material impact on the Company's statement of operations, statement of cash flow or earnings per share amounts.

Note 3 — Revenue Recognition
Performance Obligations
As of September 30, 2022, estimated future fixed fee performance obligations are $31 million for the remaining three months of fiscal year 2022, and $77 million, $23 million and $2 million for the fiscal years 2023, 2024 and 2025, respectively. These performance obligations are for cleared auction MWs in the PJM, ISO-NE, NYISO and MISO capacity auctions and are subject to penalties for non-performance.

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Disaggregated Revenues
The following tables represent the Company’s disaggregation of revenue from contracts with customers for the three and nine months ended September 30, 2022 and 2021:
Three months ended September 30, 2022
(In millions)
TexasEastWest/Services/OtherCorporate/EliminationsTotal
Retail revenue:
Home(a)
$2,074 $546 $429 $— $3,049 
Business931 3,317 561 — 4,809 
Total retail revenue(b)
3,005 3,863 990 — 7,858 
Energy revenue(b)
48 212 180 10 450 
Capacity revenue(b)
— 38 — — 38 
Mark-to-market for economic hedging activities(c)
32 (7)33 
Contract amortization— (10)— (6)
Other revenue(b)
92 45 (2)137 
Total revenue3,149 4,180 1,169 12 8,510 
Less: Revenues accounted for under topics other than ASC 606 and ASC 815— 14 (1)16 
Less: Realized and unrealized ASC 815 revenue
15 93 13 14 135 
Total revenue from contracts with customers$3,134 $4,084 $1,142 $(1)$8,359 
(a) Home includes Services
(b) The following table represents the realized revenues related to derivative instruments that are accounted for under ASC 815 and included in the amounts above:
(In millions)
TexasEastWest/Services/OtherCorporate/EliminationsTotal
Retail revenue$— $90 $— $— $90 
Energy revenue— (39)27 11 (1)
Capacity revenue— — — 
Other revenue11 (7)(1)
(c) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815

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Three months ended September 30, 2021
(In millions)
TexasEastWest/Services/OtherCorporate/EliminationsTotal
Retail revenue:
Home(a)
$1,776 $470 $399 $$2,646 
Business727 2,228 350 — 3,305 
Total retail revenue2,503 2,698 749 5,951 
Energy revenue(b)
18 201 113 336 
Capacity revenue(b)
— 172 17 — 189 
Mark-to-market for economic hedging activities(c)
(1)(3)(6)13 
Contract amortization— (7)— (3)
Other revenue(b)
115 16 (4)133 
Total revenue2,635 3,077 883 14 6,609 
Less: Revenues accounted for under topics other than ASC 606 and ASC 815— (7)— (1)
Less: Realized and unrealized ASC 815 revenue
38 76 (8)14 120 
Total revenue from contracts with customers$2,597 $3,008 $885 $— $6,490 
(a) Home includes Services
(b) The following table represents the realized revenues related to derivative instruments that are accounted for under ASC 815 and included in the amounts above:
(In millions)
TexasEastWest/Services/OtherCorporate/EliminationsTotal
Energy revenue$— $38 $$$41 
Capacity revenue— 42 — — 42 
Other revenue39 (1)(4)— 34 
(c) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815
Nine months ended September 30, 2022
(In millions)TexasEastWest/Services/OtherCorporate/EliminationsTotal
Retail revenue:
Home(a)
$5,024 $1,674 $1,663 $(1)$8,360 
Business2,504 10,110 1,405 — 14,019 
Total retail revenue(b)
7,528 11,784 3,068 (1)22,379 
Energy revenue(b)
101 544 365 24 1,034 
Capacity revenue(b)
— 242 — 244 
Mark-to-market for economic hedging activities(c)
(204)(63)18 (248)
Contract amortization— (30)— (28)
Other revenue(b)
238 78 (12)307 
Total revenue7,868 12,414 3,377 29 23,688 
Less: Revenues accounted for under topics other than ASC 606 and ASC 815— (10)33 (1)22 
Less: Realized and unrealized ASC 815 revenue
(5)(96)(99)41 (159)
Total revenue from contracts with customers$7,873 $12,520 $3,443 $(11)$23,825 
(a) Home includes Services
(b) The following table represents the realized revenues related to derivative instruments that are accounted for under ASC 815 and included in the amounts above:
(In millions)
TexasEastWest/Services/OtherCorporate/EliminationsTotal
Retail revenue$— $90 $— $— $90 
Energy revenue— (13)(13)24 (2)
Capacity revenue— 29 — — 29 
Other revenue(6)(23)(1)(28)
(c) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815

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Nine months ended September 30, 2021
(In millions)TexasEastWest/Services/OtherCorporate/EliminationsTotal
Retail revenue:
Home(a)
$4,484 $1,469 $1,439 $(1)$7,391 
Business2,091 6,560 887 — 9,538 
Total retail revenue6,575 8,029 2,326 (1)16,929 
Energy revenue(c)
317 428 238 989 
Capacity revenue(c)
— 568 47 — 615 
Mark-to-market for economic hedging activities(d)
(5)(53)(60)19 (99)
Contract amortization— (15)(4)— (19)
Other revenue(b)(c)
1,475 45 17 (9)1,528 
Total revenue8,362 9,002 2,564 15 19,943 
Less: Revenues accounted for under topics other than ASC 606 and ASC 815— (14)— (13)
Less: Realized and unrealized ASC 815 revenue
129 193 (73)20 269 
Total revenue from contracts with customers$8,233 $8,823 $2,636 $(5)$19,687 
(a) Home includes Services
(b) Other Revenue in Texas includes ancillary revenues of $1.2 billion driven by high pricing during Winter Storm Uri
(c) The following table represents the realized revenues related to derivative instruments that are accounted for under ASC 815 and included in the amounts above:
(In millions)
TexasEastWest/Services/OtherCorporate/EliminationsTotal
Energy revenue$— $122 $(4)$$120 
Capacity revenue— 119 — — 119 
Other revenue134 (9)(1)129 
(d) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815
Contract Balances
The following table reflects the contract assets and liabilities included in the Company’s balance sheet as of September 30, 2022 and December 31, 2021:
(In millions)
September 30, 2022December 31, 2021
Deferred customer acquisition costs$117 $133 
Accounts receivable, net - Contracts with customers3,768 3,057 
Accounts receivable, net - Accounted for under topics other than ASC 606290 182 
Accounts receivable, net - Affiliate
Total accounts receivable, net $4,061 $3,245 
Unbilled revenues (included within Accounts receivable, net - Contracts with customers)$1,464 $1,574 
Deferred revenues(a)
213 227 
(a) Deferred revenues from contracts with customers for the nine months ended September 30, 2022 and the year ended December 31, 2021 were approximately $207 million and $224 million, respectively
The revenue recognized from contracts with customers during the nine months ended September 30, 2022 and 2021 relating to the deferred revenue balance at the beginning of each period was $173 million and $23 million, respectively. The revenue recognized from contracts with customers during the three months ended September 30, 2022 and 2021 relating to the deferred revenue balance at the beginning of each period was $159 million and $162 million, respectively. The change in deferred revenue balances during the three and nine months ended September 30, 2022 and 2021 was primarily due to the usage of customer bill credits by certain C&I customers, which were as a result of power pricing during Winter Storm Uri.

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Note 4 — Acquisitions and Dispositions
Acquisitions
2021 Acquisition of Direct Energy
On January 5, 2021, the Company acquired all of the issued and outstanding common shares of Direct Energy, which had been a North American subsidiary of Centrica. Direct Energy is a leading retail provider of electricity, natural gas, and home and business energy related products and services in North America, with operations in all 50 U.S. states and 8 Canadian provinces. The acquisition increased NRG's retail portfolio by over 3 million customers and strengthens its integrated model. It also broadens the Company's presence in the Northeast and into states and locales where it did not previously operate, supporting NRG's objective to diversify its business.
The Company paid an aggregate purchase price of $3.625 billion in cash and total purchase price adjustment of $99 million, resulting in an adjusted purchase price of $3.724 billion. For additional information refer to Note 4, Acquisitions, Discontinued Operations and Dispositions, to the Company's 2021 Form 10-K.
Dispositions
On September 9, 2022, the Company entered into a definitive purchase agreement to sell land and related assets from the Astoria site, within the East region of operations, for initial proceeds of $212 million subject to purchase price adjustments and certain other indemnifications. As part of the transaction, NRG will enter into an agreement to lease the land back for the purpose of operating the Astoria facility through the planned April 30, 2023 retirement date. The operating lease agreement is expected to end six months after the facility's actual retirement date. The transaction is expected to close in the fourth quarter of 2022 and is subject to various closing conditions.
On June 1, 2022, the Company closed on the sale of its 49% ownership in the Watson natural gas generating facility for $59 million. The Company recorded a gain on the sale of $46 million.
On February 3, 2021, the Company closed on the sale of its 35% ownership in the Agua Caliente solar project to Clearway Energy, Inc. for $202 million. NRG recognized a gain on the sale of $17 million, including cash disposed of $7 million.

Note 5 — Fair Value of Financial Instruments
For cash and cash equivalents, funds deposited by counterparties, restricted cash, accounts and other receivables, accounts payable, and cash collateral paid and received in support of energy risk management activities, the carrying amounts approximate fair values because of the short-term maturity of those instruments and are classified as Level 1 within the fair value hierarchy.
The estimated carrying value and fair value of the Company's financial instruments not carried at fair market value are as follows:
September 30, 2022December 31, 2021
(In millions)Carrying AmountFair ValueCarrying AmountFair Value
Convertible Senior Notes$575 $611 $518 $677 
Other long-term debt, including current portion
7,523 6,473 7,522 7,650 
Total long-term debt, including current portion(a)
$8,098 $7,084 $8,040 $8,327 
(a)Excludes deferred financing costs, which are recorded as a reduction to long-term debt in the Company's consolidated balance sheets
The fair value of the Company's publicly-traded long-term debt is based on quoted market prices and is classified as Level 2 within the fair value hierarchy.
Recurring Fair Value Measurements
Debt securities, equity securities, and trust fund investments, which are comprised of various U.S. debt and equity securities, and derivative assets and liabilities, are carried at fair market value.

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The following tables present assets and liabilities measured and recorded at fair value on the Company's condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy:
September 30, 2022
(In millions)TotalLevel 1Level 2Level 3
Investments in securities (classified within other current and non-current assets)
$19 $— $19 $— 
Nuclear trust fund investments: 
Cash and cash equivalents17 17 — — 
U.S. government and federal agency obligations85 83 — 
Federal agency mortgage-backed securities101 — 101 — 
Commercial mortgage-backed securities37 — 37 — 
Corporate debt securities104 — 104 — 
Equity securities372 372 — — 
Foreign government fixed income securities— — 
Other trust fund investments (classified within other non-current assets):
U.S. government and federal agency obligations
— — 
Derivative assets: 
Foreign exchange contracts30 — 30 — 
Commodity contracts14,822 2,873 10,936 1,013 
Measured using net asset value practical expedient:
Equity securities — nuclear trust fund investments71 
       Equity securities (classified within other non-current assets)
Total assets$15,667 $3,346 $11,231 $1,013 
Derivative liabilities: 
Commodity contracts9,643 1,228 8,084 331 
Total liabilities$9,643 $1,228 $8,084 $331 

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December 31, 2021
(In millions)TotalLevel 1Level 2Level 3
Investments in securities (classified within other current and non-current assets)
$32 $15 $17 $— 
Nuclear trust fund investments:
Cash and cash equivalents33 33 — — 
U.S. government and federal agency obligations112 111 — 
Federal agency mortgage-backed securities100 — 100 — 
Commercial mortgage-backed securities44 — 44 — 
Corporate debt securities122 — 122 — 
Equity securities494 494 — — 
Foreign government fixed income securities— — 
Other trust fund investments (classified within other non-current assets):
U.S. government and federal agency obligations
— — 
Derivative assets: 
Foreign exchange contracts— — 
Commodity contracts7,139 981 5,701 457 
Measured using net asset value practical expedient:
Equity securities — nuclear trust fund investments99 
       Equity securities (classified within other non-current assets)
Total assets$8,188 $1,635 $5,990 $457 
Derivative liabilities: 
Foreign exchange contracts$$— $$— 
Commodity contracts4,798 626 4,008 164 
Total liabilities$4,799 $626 $4,009 $164 

The following table reconciles, for the three and nine months ended September 30, 2022 and 2021, the beginning and ending balances for financial instruments that are recognized at fair value in the condensed consolidated financial statements, using significant unobservable inputs:
Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
Derivatives(a)
(In millions)Three months ended September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2022Nine months ended September 30, 2021
Beginning balance $1,403 $574 $293 $(16)
Contracts added from Direct Energy acquisition
— — — (15)
    Total (losses)/gains realized/unrealized — included in earnings
(314)(175)145 187 
Purchases60 — 89 78 
Transfers into Level 3(b)
(466)(108)155 64 
Transfers out of Level 3(b)
(1)20 — 13 
Ending balance$682 $311 $682 $311 
(Losses)/gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of period end
$(240)$(237)$294 $184 
(a)Consists of derivative assets and liabilities, net
(b)Transfers into/out of Level 3 are related to the availability of external broker quotes and are valued as of the end of the reporting period. All transfers in/out are with Level 2

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


21

                                                                                                                                                    
Derivative Fair Value Measurements
A portion of NRG's contracts are exchange-traded contracts with readily available quoted market prices. A majority of NRG's contracts are non-exchange-traded contracts valued using prices provided by external sources, primarily price quotations available through brokers or over-the-counter and on-line exchanges. The remainder of the assets and liabilities represent contracts for which external sources or observable market quotes are not available. These contracts are valued based on various valuation techniques including, but not limited to, internal models based on a fundamental analysis of the market and extrapolation of the observable market data with similar characteristics. As of September 30, 2022, contracts valued with prices provided by models and other valuation techniques make up 7% of derivative assets and 3% of derivative liabilities.
NRG's significant positions classified as Level 3 include physical and financial natural gas and power contracts executed in illiquid markets, as well as FTRs. The significant unobservable inputs used in developing fair value include illiquid natural gas and power location pricing, which is derived as a basis to liquid locations. The basis spread is based on observable market data when available or derived from historic prices and forward market prices from similar observable markets when not available. For FTRs, NRG uses the most recent auction prices to derive the fair value.
The following tables quantify the significant unobservable inputs used in developing the fair value of the Company's Level 3 positions as of September 30, 2022 and December 31, 2021:
September 30, 2022
Fair ValueInput/Range
(In millions)AssetsLiabilitiesValuation TechniqueSignificant Unobservable InputLowHighWeighted Average
Natural Gas Contracts$90 $46 Discounted Cash FlowForward Market Price (per MMBtu)$$35 $11 
Power Contracts842 221 Discounted Cash FlowForward Market Price (per MWh)20 263 55 
FTRs81 64 Discounted Cash FlowAuction Prices (per MWh)(67)46 
$1,013 $331 
December 31, 2021
Fair ValueInput/Range
(In millions)AssetsLiabilitiesValuation TechniqueSignificant Unobservable InputLowHighWeighted Average
Natural Gas Contracts$16 $Discounted Cash FlowForward Market Price (per MMBtu)$$40 $15 
Power Contracts392 121 Discounted Cash FlowForward Market Price (per MWh)212 35 
FTRs49 42 Discounted Cash FlowAuction Prices (per MWh)(122)43 0
$457 $164 
The following table provides sensitivity of fair value measurements to increases/(decreases) in significant unobservable inputs as of September 30, 2022 and December 31, 2021:
Significant Unobservable InputPositionChange In InputImpact on Fair Value Measurement
Forward Market Price Natural Gas/PowerBuyIncrease/(Decrease)Higher/(Lower)
Forward Market Price Natural Gas/PowerSellIncrease/(Decrease)Lower/(Higher)
FTR PricesBuyIncrease/(Decrease)Higher/(Lower)
FTR PricesSellIncrease/(Decrease)Lower/(Higher)
The fair value of each contract is discounted using a risk-free interest rate. In addition, the Company applies a credit reserve to reflect credit risk, which is calculated based on published default probabilities. As of September 30, 2022, the credit reserve resulted in a $11 million decrease primarily within cost of operations. As of December 31, 2021, the credit reserve resulted in a $11 million decrease primarily within cost of operations.

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Concentration of Credit Risk
In addition to the credit risk discussion as disclosed in Note 2, Summary of Significant Accounting Policies, to the Company's 2021 Form 10-K, the following is a discussion of the concentration of credit risk for the Company's contractual obligations. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. NRG is exposed to counterparty credit risk through various activities including wholesale sales, fuel purchases and retail supply arrangements, as well as retail customer credit risk through its retail load activities.
Counterparty Credit Risk
The Company's counterparty credit risk policies are disclosed in its 2021 Form 10-K. As of September 30, 2022, counterparty credit exposure, excluding credit exposure from RTOs, ISOs, registered commodity exchanges and certain long-term agreements, was $3.2 billion and NRG held collateral (cash and letters of credit) against those positions of $1.8 billion, resulting in a net exposure of $1.4 billion. NRG periodically receives collateral from counterparties in excess of their exposure. Collateral amounts shown include such excess while net exposure shown excludes excess collateral received. Approximately 75% of the Company's exposure before collateral is expected to roll off by the end of 2023. Counterparty credit exposure is valued through observable market quotes and discounted at a risk free interest rate. The following tables highlight net counterparty credit exposure by industry sector and by counterparty credit quality. Net counterparty credit exposure is defined as the aggregate net asset position for NRG with counterparties where netting is permitted under the enabling agreement and includes all cash flow, mark-to-market and NPNS, and non-derivative transactions. The exposure is shown net of collateral held and includes amounts net of receivables or payables.
 
Net Exposure(a)(b)
Category by Industry Sector(% of Total)
Utilities, energy merchants, marketers and other61 %
Financial institutions39 
Total as of September 30, 2022100 %
 
Net Exposure (a)(b)
Category by Counterparty Credit Quality(% of Total)
Investment grade68 %
Non-investment grade/non-rated32 
Total as of September 30, 2022100 %
(a)Counterparty credit exposure excludes uranium and coal transportation contracts because of the unavailability of market prices
(b)The figures in the tables above exclude potential counterparty credit exposure related to RTOs, ISOs, registered commodity exchanges and certain long-term contracts
The Company currently has exposure to one wholesale counterparty in excess of 10% of total net exposure discussed above as of September 30, 2022. Changes in hedge positions and market prices will affect credit exposure and counterparty concentration.
During the first quarter of 2021, during Winter Storm Uri, the Company experienced a nonperformance by a counterparty in one of its bilateral financial hedging transactions, resulting in exposure of $403 million. The Company is pursuing all means available to enforce its obligations under this transaction but, given the size of the exposure and the counterparty filing for Chapter 11 bankruptcy protection, cannot determine with certainty what the amount of its ultimate recovery will be. The full exposure was provided for in the allowance for credit losses since March 31, 2021.
RTOs and ISOs
The Company participates in the organized markets of CAISO, ERCOT, AESO, IESO, ISO-NE, MISO, NYISO and PJM, known as RTOs or ISOs. Trading in the majority of these markets is approved by FERC, whereas in the case of ERCOT, it is approved by the PUCT, and whereas in the case of AESO and IESO, both exist provincially with AESO primarily subject to Alberta Utilities Commission and the IESO to the Ontario Energy Board. These ISOs may include credit policies that, under certain circumstances, require that losses arising from the default of one member on spot market transactions be shared by the remaining participants. As a result, the counterparty credit risk to these markets is limited to NRG’s share of the overall market and are excluded from the above exposures.

23

                                                                                                                                                    
Exchange Traded Transactions
The Company enters into commodity transactions on registered exchanges, notably ICE, NYMEX and Nodal. These clearinghouses act as the counterparty and transactions are subject to extensive collateral and margining requirements. As a result, these commodity transactions have limited counterparty credit risk.
Long-Term Contracts
Counterparty credit exposure described above excludes credit risk exposure under certain long-term contracts, primarily solar PPAs. As external sources or observable market quotes are not always available to estimate such exposure, the Company values these contracts based on various techniques including, but not limited to, internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. Based on these valuation techniques, as of September 30, 2022, aggregate credit risk exposure managed by NRG to these counterparties was approximately $1.1 billion for the next five years.
Retail Customer Credit Risk
The Company is exposed to retail credit risk through the Company's retail electricity and gas providers, which serve Home and Business customers. Retail credit risk results in losses when a customer fails to pay for services rendered. The losses may result from both non-payment of customer accounts receivable and the loss of in-the-money forward value. The Company manages retail credit risk through the use of established credit policies that include monitoring of the portfolio and the use of credit mitigation measures such as deposits or prepayment arrangements.
As of September 30, 2022, the Company's retail customer credit exposure to Home and Business customers was diversified across many customers and various industries, as well as government entities. Current economic conditions may affect the Company’s customers’ ability to pay bills in a timely manner, which could increase customer delinquencies and may lead to an increase in credit losses.

Note 6 — Nuclear Decommissioning Trust Fund
NRG's Nuclear Decommissioning Trust Fund assets, which are for the decommissioning of its 44% interest in STP, are comprised of securities classified as available-for-sale and recorded at fair value based on actively quoted market prices. NRG accounts for the Nuclear Decommissioning Trust Fund in accordance with ASC 980, Regulated Operations, because the Company's nuclear decommissioning activities are subject to approval by the PUCT with regulated rates that are designed to recover all decommissioning costs and that can be charged to and collected from the ratepayers per PUCT mandate. Since the Company is in compliance with PUCT rules and regulations regarding decommissioning trusts and the cost of decommissioning is the responsibility of the Texas ratepayers, not NRG, all realized and unrealized gains or losses (including other-than-temporary impairments) related to the Nuclear Decommissioning Trust Fund are recorded to the Nuclear Decommissioning Trust liability and are not included in net income or accumulated OCI, consistent with regulatory treatment.
The following table summarizes the aggregate fair values and unrealized gains and losses for the securities held in the trust funds, as well as information about the contractual maturities of those securities.
 As of September 30, 2022As of December 31, 2021
(In millions, except maturities)Fair ValueUnrealized GainsUnrealized LossesWeighted-average Maturities (In years)Fair ValueUnrealized GainsUnrealized LossesWeighted-average Maturities (In years)
Cash and cash equivalents$17 $— $— — $33 $— $— — 
U.S. government and federal agency obligations
85 — 10 11112 10
Federal agency mortgage-backed securities
101 — 12 25100 — 25
Commercial mortgage-backed securities
37 — 2844 — 27
Corporate debt securities104 — 15 13122 14
Equity securities443 301 — — 593 456 — — 
Foreign government fixed income securities
— — 18— — 13
Total$789 $301 $41 $1,008 $471 $

24

                                                                                                                                                    
The following table summarizes proceeds from sales of available-for-sale securities held in the trust funds and the related realized gains and losses from these sales. The cost of securities sold is determined on the specific identification method.
 Nine months ended September 30,
(In millions)20222021
Realized gains$12 $10 
Realized losses(19)(6)
Proceeds from sale of securities363 424 

Note 7 — Accounting for Derivative Instruments and Hedging Activities
Energy-Related Commodities
As of September 30, 2022, NRG had energy-related derivative instruments extending through 2036. The Company marks these derivatives to market through the statement of operations. NRG has executed energy-related contracts extending through 2038 that qualified for the NPNS exception and were therefore exempt from fair value accounting treatment.
Foreign Exchange Contracts
NRG is exposed to changes in foreign currency primarily associated with the purchase of USD denominated natural gas for its Canadian business. In order to manage the Company's foreign exchange risk, NRG entered into foreign exchange contracts. As of September 30, 2022, NRG had foreign exchange contracts extending through 2026. The Company marks these derivatives to market through the statement of operations.
Volumetric Underlying Derivative Transactions
The following table summarizes the net notional volume buy/(sell) of NRG's open derivative transactions broken out by category, excluding those derivatives that qualified for the NPNS exception, as of September 30, 2022 and December 31, 2021. Option contracts are reflected using delta volume. Delta volume equals the notional volume of an option adjusted for the probability that the option will be in-the-money at its expiration date.
  Total Volume (In millions)
CategoryUnitsSeptember 30, 2022December 31, 2021
EmissionsShort Ton
Renewable Energy CertificatesCertificates11 13 
CoalShort Ton13 19 
Natural GasMMBtu748 813 
OilBarrels— 
PowerMWh176 185 
Foreign ExchangeDollars$502 $279 

Fair Value of Derivative Instruments
The following table summarizes the fair value within the derivative instrument valuation on the balance sheets:
 Fair Value
 Derivative AssetsDerivative Liabilities
(In millions)September 30, 2022December 31, 2021September 30, 2022December 31, 2021
Derivatives Not Designated as Cash Flow or Fair Value Hedges:   
Foreign exchange contracts - current$16 $— $— $
Foreign exchange contracts - long-term14 — — 
Commodity contracts - current9,922 4,613 6,841 3,386 
Commodity contracts - long-term4,900 2,526 2,802 1,412 
Total Derivatives Not Designated as Cash Flow or Fair Value Hedges$14,852 $7,140 $9,643 $4,799 

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The Company has elected to present derivative assets and liabilities on the balance sheet on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level. In addition, collateral received or paid on the Company's derivative assets or liabilities are recorded on a separate line item on the balance sheet. The following table summarizes the offsetting of derivatives by counterparty master agreement level and collateral received or paid:
Gross Amounts Not Offset in the Statement of Financial Position
(In millions)Gross Amounts of Recognized Assets / LiabilitiesDerivative InstrumentsCash Collateral (Held) / PostedNet Amount
As of September 30, 2022
Foreign exchange contracts:
Derivative assets$30 $— $— $30 
Commodity contracts:
Derivative assets$14,822 $(8,987)$(3,081)$2,754 
Derivative liabilities(9,643)8,987 29 (627)
Total commodity contracts$5,179 $— $(3,052)$2,127 
Total derivative instruments$5,209 $— $(3,052)$2,157 
Gross Amounts Not Offset in the Statement of Financial Position
(In millions)Gross Amounts of Recognized Assets / LiabilitiesDerivative InstrumentsCash Collateral (Held) / PostedNet Amount
As of December 31, 2021
Foreign exchange contracts:
Derivative assets$$(1)$— $— 
Derivative liabilities(1)— — 
Total foreign exchange contracts$— $— $— $— 
Commodity contracts:
Derivative assets$7,139 $(4,440)$(831)$1,868 
Derivative liabilities(4,798)4,440 17 (341)
Total commodity contracts$2,341 $— $(814)$1,527 
Total derivative instruments$2,341 $— $(814)$1,527 

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Impact of Derivative Instruments on the Statements of Operations
Unrealized gains and losses associated with changes in the fair value of derivative instruments not accounted for as cash flow and fair value hedges are reflected in current period results of operations.
The following table summarizes the pre-tax effects of economic hedges that have not been designated as cash flow hedges or fair value hedges and trading activity on the Company's statement of operations. The effect of foreign exchange and commodity hedges are included within revenues and cost of operations.
(In millions)Three months ended September 30,Nine months ended September 30,
Unrealized mark-to-market results2022202120222021
Reversal of previously recognized unrealized (gains) on settled positions related to economic hedges
$(387)$(97)$(992)$(58)
Reversal of acquired (gain)/loss positions related to economic hedges
(15)(42)(27)206 
Net unrealized gains on open positions related to economic hedges
313 1,924 3,926 3,875 
Total unrealized mark-to-market (losses)/gains for economic hedging activities
(89)1,785 2,907 4,023 
Reversal of previously recognized unrealized losses/(gains) on settled positions related to trading activity
(6)11 (16)
Net unrealized gains/(losses) on open positions related to trading activity
14 (18)18 
Total unrealized mark-to-market gains/(losses) for trading activity
(7)
Total unrealized (losses)/gains$(80)$1,793 $2,900 $4,025 

Three months ended September 30,Nine months ended September 30,
(In millions)2022202120222021
Unrealized gains/(losses) included in revenues - commodities$42 $11 $(255)$(97)
Unrealized (losses)/gains included in cost of operations - commodities(148)1,777 3,124 4,121 
Unrealized gains included in cost of operations - foreign exchange26 31 
Total impact to statement of operations - commodities$(80)$1,793 $2,900 $4,025 
    
The reversals of acquired loss positions were valued based upon the forward prices on the acquisition date. The roll-off amounts were offset by realized gains or losses at the settled prices and are reflected in revenue or cost of operations during the same period.
For the nine months ended September 30, 2022 and 2021, the unrealized gains from open economic hedge positions of $3.9 billion and $3.9 billion, respectively, were primarily due to increases in the value of forward positions as a result of increases in natural gas and power prices.
Credit Risk Related Contingent Features
Certain of the Company's trading agreements contain provisions that entitle the counterparty to demand that the Company post additional collateral if the counterparty determines that there has been deterioration in the Company's credit quality, generally termed “adequate assurance” under the agreements, or require the Company to post additional collateral if there were a downgrade in the Company's credit rating. The collateral potentially required for all contracts with adequate assurance clauses that are in a net liability position as of September 30, 2022 was $1.3 billion. The Company is also party to certain marginable agreements under which it has net liability position, but the counterparty has not called for the collateral due, which was approximately $131 million as of September 30, 2022. In the event of a downgrade in the Company's credit rating and if called for by the counterparty, $30 million of additional collateral would be required for all contracts with credit rating contingent features as of September 30, 2022.
See Note 5, Fair Value of Financial Instruments, for discussion regarding concentration of credit risk.


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Note 8 — Impairments
2022 Impairment Losses
Astoria Redevelopment Impairment — During the third quarter of 2022, the Company entered into a purchase and sale agreement for the sale of the land and related assets at the Astoria generating site and the planned withdrawal and cancellation of its proposed Astoria redevelopment project. As a result, the Company impaired $43 million of Astoria project spend in the East segment.
PJM Asset Impairments — During the second quarter of 2022, the results of the PJM Base Residual Auction for the 2023/2024 delivery year were released leading the Company to revise its long-term view of certain facilities and announce the planned retirement of the Joliet generating facility in May 2023. The Company considered the near-term retirement date of Joliet and the decline in PJM capacity prices to be a trigger for impairment and performed impairment tests on the PJM generating assets and the goodwill associated with Midwest Generation. The Company measured the impairment losses on the PJM generating assets and Midwest Generation goodwill as the difference between the carrying amount and the fair value of the PJM generating assets and Midwest Generation reporting unit, respectively. Fair values were determined using an income approach in which the Company applied a discounted cash flow methodology to the long-term budgets for the plants and reporting unit. Significant inputs impacting the income approach include the Company's long-term view of capacity and fuel prices, projected generation, the physical and economic characteristics of each plant and the reporting unit as a whole, and the discount rate applied to the after-tax cash flow projections. Impairment losses of $20 million and $130 million were recorded in the East segment on the PJM generating assets and Midwest Generation goodwill, respectively.
2021 Impairment Losses
PJM Asset Impairments — During the second quarter of 2021, the results of the PJM Base Residual Auction for the 2022/2023 delivery year were released leading the Company to announce the near-term retirement of a significant portion of its PJM coal generating assets in June 2022. The Company considered the decline in PJM capacity prices and the near-term retirement dates of certain assets to be a trigger for impairment and performed impairment tests on the PJM generating assets and the goodwill associated with Midwest Generation. The Company measured the impairment losses on the PJM generating assets and Midwest Generation goodwill as the difference between the carrying amount and the fair value of the PJM generating assets and Midwest Generation reporting unit, respectively. Fair values were determined using an income approach in which the Company applied a discounted cash flow methodology to the long-term budgets for the plants and reporting unit. Significant inputs impacting the income approach include the Company's long-term view of capacity and fuel prices, projected generation, the physical and economic characteristics of each plant, and the discount rate applied to the after-tax cash flow projections. Impairment losses of $271 million and $35 million were recorded in the East segment on the PJM generating assets and Midwest Generation goodwill, respectively.


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Note 9 — Long-term Debt and Finance Leases
Long-term debt and finance leases consisted of the following:
(In millions, except rates)September 30, 2022December 31, 2021Interest rate %
Recourse debt:
Senior Notes, due 2027$375 $375 6.625
Senior Notes, due 2028821 821 5.750
Senior Notes, due 2029733 733 5.250
Senior Notes, due 2029500 500 3.375
Senior Notes, due 20311,030 1,030 3.625
Senior Notes, due 20321,100 1,100 3.875
Convertible Senior Notes, due 2048(a)
575 575 2.750
Senior Secured First Lien Notes, due 2024600 600 3.750
Senior Secured First Lien Notes, due 2025500 500 2.000
Senior Secured First Lien Notes, due 2027900 900 2.450
Senior Secured First Lien Notes, due 2029500 500 4.450
Tax-exempt bonds466 466 
1.250 - 4.750
Subtotal recourse debt8,100 8,100 
Finance leases12 13 various
Subtotal long-term debt and finance leases (including current maturities)8,112 8,113 
Less current maturities(62)(4)
Less debt issuance costs(74)(83)
Discounts(2)(60)
Total long-term debt and finance leases$7,974 $7,966 
(a)As of the ex-dividend date of October 31, 2022, the Convertible Senior Notes were convertible at a price of $43.46, which is equivalent to a conversion rate of approximately 23.0116 shares of common stock per $1,000 principal amount.

2048 Convertible Senior Notes
Accounting for Convertible Senior Notes — Upon issuance in 2018, the Convertible Senior Notes were separated into liability and equity components for accounting purposes. The carrying amounts of the liability component was initially calculated by measuring the fair value of similar liabilities that do not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Convertible Senior Notes. This difference represented the debt discount that was amortized to interest expense over seven years, which was determined to be the expected life of the Convertible Senior Notes, using the effective interest rate method. The equity component was recorded in additional paid-in capital and was not remeasured as it continued to meet the conditions for equity classification.
Following the adoption of ASU 2020-06 as of January 1, 2022, the Company no longer records the conversion feature of its convertible senior notes in equity. Instead, the Company combined the previously separated equity component with the liability component, which together is now classified as debt, thereby eliminating the subsequent amortization of the debt discount as interest expense. As a result of the provisions of the amended guidance, the Company recorded a $100 million decrease to additional paid-in capital, a $57 million decrease to debt discount, a $57 million increase to retained earnings and a $14 million decrease to long-term deferred tax liabilities. For more information on the adoption of ASU 2020-06, refer to Note 2, Summary of Significant Accounting Policies.
Modification to Convertible Senior Notes — On February 22, 2022, the Company irrevocably elected to eliminate the right to settle conversions only in shares of the Company's common stock, such that any conversion after such date, the Company will pay cash per $1,000 principal amount and will settle in cash or a combination of cash and the Company's common stock for the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount.
Convertible Senior Notes Features — As of September 30, 2022, the Convertible Senior Notes were convertible, under certain circumstances, into cash or a combination of cash and the Company’s common stock at a price of $43.77 per common share, which is equivalent to a conversion rate of approximately 22.8467 shares of common stock per $1,000 principal amount of Convertible Senior Notes. The Convertible Senior Notes mature on June 1, 2048, unless earlier repurchased, redeemed or converted in accordance with their terms. The Convertible Senior notes are convertible at the option of the holders under certain circumstances. Prior to the close of business on the business day immediately preceding December 1, 2024, the Convertible

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Senior Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter during specified periods as follows:
from December 1, 2024 until the close of business on the second scheduled trading day immediately before June 1, 2025; and
from December 1, 2047 until the close of business on the second scheduled trading day immediately before the maturity date
The following table details the interest expense recorded in connection with the Convertible Senior Notes, due 2048:
Three months ended September 30,Nine months ended September 30,
($ In millions)2022202120222021
Contractual interest expense$$$12 $12 
Amortization of discount and deferred finance costs— 12 
Total$$$13 $24 
Effective Interest Rate0.76 %1.34 %2.28 %3.99 %
Receivables Securitization Facilities
On February 9, 2022, the Company entered into amendments to its existing Repurchase Facility to, among other things, (i) increase the size of the facility from $75 million to $150 million and (ii) replace LIBOR with term SOFR as the benchmark for the pricing rate. The Repurchase Facility has no commitment fee and borrowings will be drawn at SOFR + 1.30%. On July 26, 2022, the Company renewed its existing Repurchase Facility to, among other things, extend the maturity date to July 26, 2023. As of September 30, 2022, there were no outstanding borrowings.
On July 26, 2022, NRG Receivables LLC, a wholly-owned indirect subsidiary of the Company, entered into an amendment to its Receivables Facility dated September 22, 2020 with a group of conduit lenders and banks and Royal Bank of Canada, as Administrative Agent to, among other things, (i) extend the scheduled termination date by one year, (ii) increase the aggregate commitments from $800 million to $1.0 billion, (iii) increase the letter of credit sublimit to equal the aggregate commitments, (iv) replace LIBOR with Term SOFR as the benchmark for borrowings and (v) add new originators. The weighted average interest rate related to usage under the Receivables Facility as of September 30, 2022 was 0.836%. As of September 30, 2022, there were no outstanding borrowings and there were $884 million in letters of credit issued under the Receivables Facility.
Bilateral Letter of Credit Facilities
On April 29, 2022, May 27, 2022 and October 13, 2022, the Company increased the size of the facilities by $100 million, $50 million and $50 million respectively, to provide additional liquidity, allowing for the issuance of up to $675 million of letters of credit. As of September 30, 2022, $592 million was issued under these facilities.

Note 10 — Investments Accounted for Using the Equity Method and Variable Interest Entities, or VIEs
Entities that are not Consolidated
NRG accounts for the Company's significant investments using the equity method of accounting. NRG's carrying value of equity investments can be impacted by a number of elements including impairments, unrealized gains and losses on derivatives and movements in foreign currency exchange rates. On June 1, 2022, the Company sold its 49% ownership in the Watson natural gas generating facility for $59 million as further described in Note 4, Acquisitions and Dispositions.
Variable Interest Entities that are Consolidated
The Company has a controlling financial interest that has been identified as a VIE under ASC 810 in NRG Receivables LLC, which has entered into financing transactions related to the Receivables Facility as further described in Note 13, Long-term Debt and Finance Leases, to the Company’s 2021 Form 10-K.
The summarized financial information for the Company's consolidated VIE consisted of the following:
(In millions)September 30, 2022December 31, 2021
Accounts receivable and Other current assets$1,269 $939 
Current liabilities153 78 
Net assets$1,116 $861 


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Note 11 — Changes in Capital Structure
As of September 30, 2022 and December 31, 2021, the Company had 500,000,000 shares of common stock authorized. The following table reflects the changes in NRG's common stock issued and outstanding:
IssuedTreasuryOutstanding
Balance as of December 31, 2021423,547,174 (179,793,275)243,753,899 
Shares issued under LTIPs347,365 — 347,365 
Shares issued under ESPP— 68,941 68,941 
Shares repurchased — (12,045,068)(12,045,068)
Balance as of September 30, 2022423,894,539 (191,769,402)232,125,137 
Shares issued under LTIPs2,462 — 2,462 
Shares issued under ESPP— 73,884 73,884 
Shares repurchased— (1,817,278)(1,817,278)
Balance as of October 31, 2022
423,897,001 (193,512,796)230,384,205 
Share Repurchases
On December 6, 2021 the Company announced that the Board of Directors has authorized $1 billion for share repurchases, as part of NRG’s capital allocation program. During 2021, $44 million of share repurchases were completed under this authorization. During the nine months ended September 30, 2022, the Company completed additional $483 million of share repurchases at an average price of $40.04. Through October 31, 2022, an additional $76 million of share repurchases were executed at an average price of $41.71 per share. In October 2022, the Board of Directors approved an additional $600 million in share repurchases.
The following repurchases have been made during the nine months ended September 30, 2022, and through October 31, 2022:
Total number of shares and share equivalents purchasedAverage price paid per share and share equivalentAmounts paid for shares and share equivalents purchased (in millions)
2022 repurchases
Repurchases(a)
12,045,068 $483 
Equivalent shares purchased in lieu of tax withholdings on equity compensation issuances(b)
150,448 
Total Share Repurchases during the nine months ended September 30, 2022
12,195,516 $40.07489 
Repurchases made during October(a)
1,817,278 $76 
Equivalent shares purchased in October in lieu of tax withholdings on equity compensation issuances(b)
793 — 
Total Share Repurchases January 1, 2022 through October 31, 2022
14,013,587 $40.28$565 
(a)Includes $10 million and $6 million accrued as of September 30, 2022 and October 31, 2022, respectively
(b)NRG elected to pay cash for tax withholding on equity awards instead of issuing actual shares to management. The average price per equivalent shares withheld was $42.75 and $41.04 for the nine months ended September 30, 2022 and for October 2022, respectively
Employee Stock Purchase Plan
The Company offers participation in the ESPP which allows eligible employees to elect to withhold between 1% and 10% of their eligible compensation to purchase shares of NRG common stock at the lesser of 95% of its market value on the offering date or 95% of the fair market value on the exercise date. An offering date occurs each April 1 and October 1. An exercise date occurs each September 30 and March 31.
NRG Common Stock Dividends
During the first quarter of 2022, NRG increased the annual dividend to $1.40 from $1.30 per share and expects to target an annual dividend growth rate of 7%-9% per share in subsequent years. A quarterly dividend of $0.35 per share was paid on the Company's common stock during the three months ended September 30, 2022. On October 21, 2022, NRG declared a quarterly dividend on the Company's common stock of $0.35 per share, payable on November 15, 2022 to stockholders of record as of November 1, 2022. Beginning in the first quarter of 2023, NRG will increase the annual dividend by 8% to $1.51 per share.

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The Company's common stock dividends are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations.

Note 12 — Income Per Share
Basic income per common share is computed by dividing net income by the weighted average number of common shares outstanding. Shares issued and treasury shares repurchased during the year are weighted for the portion of the year that they were outstanding. Diluted income per share is computed in a manner consistent with that of basic income per share while giving effect to all potentially dilutive common shares that were outstanding during the period. The outstanding relative performance stock units, non-vested restricted stock units, market stock units, and non-qualified stock options are not considered outstanding for purposes of computing basic income per share. However, these instruments are included in the denominator for purposes of computing diluted income per share under the treasury stock method for periods when we have net income. The Convertible Senior Notes are convertible, under certain circumstances, into cash or combination of cash and Company’s common stock. Prior to adoption of ASU 2020-06, there was no dilutive effect for the Convertible Senior Notes due to the Company’s expectation to settle the liability in cash. Upon adoption of ASU 2020-06, on January 1, 2022, the Company is including the potential share settlements, if any, in the denominator for purposes of computing diluted income per share under the if converted method for periods when we have net income. The potential shares settlements are calculated as the excess of the Company's conversion obligation over the aggregate principal amount (which will be settled in cash), divided by the average share price for the period. For the periods ended September 30, 2022, there was no dilutive effect for the Convertible Senior Notes since there were no potential share settlements for these periods.
NRG's basic and diluted income per share is shown in the following table:
Three months ended September 30,Nine months ended September 30,
(In millions, except per share data)2022202120222021
Basic and diluted income per share:
Net income$67 $1,618 $2,316 $2,614 
Weighted average number of common shares outstanding - basic and diluted235 245 238 245 
Income per weighted average common share — basic and diluted$0.29 $6.60 $9.73 $10.67 
As of September 30, 2022, and 2021, the Company had an insignificant number of outstanding equity instruments that are anti-dilutive and were not included in the computation of the Company’s diluted income per share.

Note 13 — Segment Reporting
The Company’s segment structure reflects how management currently makes financial decisions and allocates resources. The Company manages its operations based on the combined results of the retail and wholesale generation businesses with a geographical focus.
NRG’s chief operating decision maker, its chief executive officer, evaluates the performance of its segments based on operational measures including adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, free cash flow and allocation of capital, as well as net income/(loss).
Three months ended September 30, 2022
(In millions)TexasEastWest/Services/OtherCorporateEliminationsTotal
Revenue
$3,149 $4,180 $1,169 $— $12 $8,510 
Depreciation and amortization
77 39 22 — 145 
Impairment losses
— 43 — — — 43 
Gain on sale of assets
22 — — — — 22 
Equity in (losses)/earnings of unconsolidated affiliates
(1)— 12 — — 11 
(Loss)/Income before income taxes(475)555 106 (103)— 83 
Net (loss)/income $(475)$555 $88 $(101)$ $67 

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Three months ended September 30, 2021
(In millions)TexasEastWest/Services/OtherCorporateEliminationsTotal
Revenue
$2,635 $3,077 $883 $— $14 $6,609 
Depreciation and amortization
84 87 21 — 199 
Equity in (losses)/earnings of unconsolidated affiliates
(2)— 17 — — 15 
Income/(loss) before income taxes251 1,980 140 (208)— 2,163 
Net income/(loss)$251 $1,980 $126 $(739)$ $1,618 
Nine months ended September 30, 2022
(In millions)TexasEastWest/Services/OtherCorporateEliminationsTotal
Revenue$7,868 $12,414 $3,377 $— $29 $23,688 
Depreciation and amortization230 167 65 23 — 485 
Impairment losses— 198 — — — 198 
Gain/(loss) on sale of assets
10 — 43 (2)— 51 
Equity in (losses)/earnings of unconsolidated affiliates(2)— — — — 
Income/(loss) before income taxes1,064 2,085 259 (353)— 3,055 
Net income/(loss) $1,064 $2,086 $231 $(1,065)$ $2,316 
Nine months ended September 30, 2021
(In millions)TexasEastWest/Services/OtherCorporateEliminationsTotal
Revenue$8,362 $9,002 $2,564 $— $15 $19,943 
Depreciation and amortization245 237 66 21 — 569 
Impairment losses— 306 — — — 306 
Gain on sale of assets— — 17 — — 17 
Equity in (losses)/earnings of unconsolidated affiliates(3)— 26 — — 23 
Income/(loss) before income taxes600 3,119 271 (536)— 3,454 
Net income/(loss)$600 $3,119 $239 $(1,344)$ $2,614 

Note 14 — Income Taxes
Effective Income Tax Rate
The income tax provision consisted of the following:
 Three months ended September 30,Nine months ended September 30,