Exhibit 99.1

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

On March 10, 2023 (the “Acquisition Closing Date”), NRG Energy, Inc. (“NRG” or the “Company”) completed the acquisition of Vivint Smart Home, Inc. (“Vivint”), pursuant to the agreement and plan of merger, dated as of December 6, 2022, by and among the Company, Vivint and Jetson Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Vivint, with Vivint surviving the merger as a wholly-owned subsidiary of the Company (the “Acquisition”).

On May 31, 2023, the Company entered into a definitive equity purchase agreement with Constellation Energy Generation, LLC to sell the Company’s 44% equity interest in South Texas Project Electric Generating Station (“STP”) for a purchase price of $1.75 billion, subject to customary purchase price adjustments (the “Disposition”). The Disposition is expected to close by the end of 2023 and is subject to regulatory approval by the U.S. Nuclear Regulatory Commission.

The following unaudited pro forma financial information of NRG and Vivint is presented to illustrate the estimated effects of the Acquisition and related financing adjustments as described below. Additionally, the unaudited pro forma financial information gives effect to the Disposition.

The unaudited pro forma balance sheet as of June 30, 2023 presents the historical consolidated balance sheet of NRG, after giving effect to the Disposition, as if it had occurred on June 30, 2023. The unaudited pro forma balance sheet does not include transaction accounting adjustments for the Vivint acquisition and related financing transactions as they are already reflected in the historical balance sheet. The unaudited pro forma combined statements of operations for the six months ended June 30, 2022, and the year ended December 31, 2022 combine the historical consolidated statements of operations of NRG and the historical consolidated statements of operations of Vivint, after giving effect to the transaction accounting adjustments for the Acquisition and related financing adjustments and the Disposition, as if the transactions had occurred on January 1, 2022. The unaudited pro forma combined statement of operations for the six months ended June 30, 2023 combines the historical consolidated statement of operations of NRG and the historical results of Vivint for the pre-acquisition period in 2023, after giving effect to the transaction accounting adjustments for the Acquisition and related financing adjustments and the Disposition, as if the transactions had occurred on January 1, 2022. These unaudited pro forma balance sheet and unaudited pro forma combined statements of operations are referred to as the “pro forma financial information”.

The pro forma financial information should be read in conjunction with the accompanying explanatory notes. In addition, the pro forma financial information is derived from and should be read in conjunction with the following historical financial statements and the related notes of NRG and Vivint:

•         audited consolidated financial statements of NRG as of and for the fiscal year ended December 31, 2022 and the related notes included in NRG’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 23, 2023;

•         unaudited condensed consolidated financial statements of NRG as of and for six months ended June 30, 2023 and 2022 and the related notes included in NRG’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023;

•         audited consolidated financial statements of Vivint as of and for the fiscal year ended December 31, 2022 and the related notes included in Vivint’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 24, 2023; and

•         unaudited condensed consolidated financial statements of Vivint as of and for the six months ended June 30, 2022 and the related notes included in Vivint’ Form 10-Q for the quarterly period ended June 30, 2022.

The pro forma financial information has been prepared by NRG for illustrative and informational purposes only, in accordance with Regulation S-X Article 11, Pro Forma Financial Information. The pro forma financial information is based on the transaction accounting adjustments and assumptions and is not necessarily indicative of what NRG’s consolidated statements of operations or consolidated balance sheet actually would have been had the transaction accounting adjustments been completed as of the dates indicated, or what they will be for any future periods. The pro forma financial information does not purport to project the future financial position or operating results of NRG. The pro forma financial information does not reflect any revenue enhancements, cost savings, operating synergies or restructuring costs that may be achievable or incurred prospectively in connection with the Acquisition or the Disposition.

For the Acquisition, the pro forma financial information has been prepared using the acquisition method of accounting under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) with NRG being the accounting acquirer. The purchase price is allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the acquisition date, and any excess value of the total consideration over the net assets is recognized as goodwill. The Company has made a preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date based on NRG’s preliminary valuation of the tangible and intangible assets acquired and liabilities assumed using information currently available. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could have a material impact on the accompanying pro forma financial information.

The Disposition is considered a divestiture of a significant business under Item 2.01 of Form 8-K. As a result, the Company prepared the pro forma financial information based on historical financial information of the Company. NRG includes its proportionate share of STP’s assets, liabilities, revenues and expenses in its consolidated financial statements.

In connection with the agreement and plan of merger, NRG entered into a commitment letter for a senior secured 364-day bridge term loan facility (the “Bridge Facility”) in a principal amount not to exceed $2.1 billion for the purposes of financing the Acquisition, paying fees and expenses in connection with the Acquisition, and certain other third-party payments in respect of arrangements of Vivint. NRG was able to secure permanent financing and did not fund the Acquisition by using the Bridge Facility.

In February 2023, the Company increased its Revolving Credit Facility by $600 million to meet the additional liquidity requirements related to the Acquisition.

NRG paid $12 per share, or $2.6 billion, in cash. The Company funded the acquisition using:

•         proceeds of $724 million from newly issued $740 million 7.000% Senior Secured First Lien Notes due 2033, net of issuance costs and discount;

•         proceeds of $635 million from newly issued $650 million 10.25% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, net of issuance costs;

•         proceeds of approximately $900 million drawn from its Revolving Credit Facility and Receivables Securitization Facilities; and

•         cash on hand.

Total consideration of $2.623 billion includes the fair value of acquired Vivint equity awards attributable to pre-combination service.

NRG ENERGY, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA BALANCE SHEET

AS OF JUNE 30, 2023

NRG ENERGY, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2022

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Note 1. Basis of Pro Forma Presentation

The pro forma financial information has been prepared using the acquisition method of accounting under U.S. GAAP, in accordance with Accounting Standards Codifications 805, “Business Combination” (“ASC 805”), and is derived from the audited historical financial statements of NRG and Vivint.

The unaudited pro forma balance sheet as of June 30, 2023 presents the historical consolidated balance sheet of NRG after giving effect to the Disposition, as if it had occurred on June 30, 2023. The unaudited pro forma balance sheet does not include transaction accounting adjustments for the Vivint acquisition and related financing transactions as they are already reflected in the historical balance sheet. The unaudited pro forma combined statements of operations for the six months ended June 30, 2022, and the year ended December 31, 2022 combine the historical consolidated statements of operations of NRG and the historical consolidated statements of operations of Vivint, after giving effect to the Acquisition and the related financing adjustments, and the Disposition, as if they had occurred on January 1, 2022. The unaudited pro forma combined statement of operations for the six months ended June 30, 2023 combines the historical consolidated statement of operations of NRG and the historical results of Vivint for the pre-acquisition period in 2023, after giving effect to the transaction accounting adjustments for the Acquisition and related financing adjustments and the Disposition, as if the transactions had occurred on January 1, 2022.

The pro forma financial information has been prepared by NRG for illustrative and informational purposes only, in accordance with Article 11. The pro forma financial information is based on the transaction accounting adjustments and assumptions and is not necessarily indicative of what NRG’s consolidated statements of operations or consolidated balance sheet actually would have been had the transaction accounting adjustments been completed as of the dates indicated, or what they will be for any future periods. The pro forma financial information does not purport to project the future financial position or operating results of NRG. The pro forma financial information does not reflect any revenue enhancements, cost savings, operating synergies or restructuring costs that may be achievable or incurred prospectively in connection with the Acquisition or Disposition.

The acquisition method of accounting requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired and the liabilities assumed at fair value at the acquisition date. The determination of fair value used is preliminary and based on management’s best estimates considering currently available information and certain assumptions that management believes are reasonable under the circumstances. The purchase price allocation presented is dependent upon certain valuations and other analyses that have not yet been finalized. The final purchase price allocation, including the identifiable intangible assets and goodwill, may differ materially from the information presented.

Under ASC 805, acquisition-related transactions costs are not included as a component of the consideration transferred and are expensed in the period in which the costs are incurred. Total costs related to the Acquisition of approximately $55 million include due diligence, valuation, legal and filing fees, professional and other consulting fees.

The Disposition is considered a divestiture of a significant business under Item 2.01 of Form 8-K. As a result, the Company prepared the pro forma financial information based on historical financial information of the Company. NRG includes its proportionate share of STP’s assets, liabilities, revenues and expenses in its consolidated financial statements.

At this time, NRG is not aware of any material differences in the accounting policies followed by NRG and those used by Vivint in preparing its consolidated financial statements that would have a material impact on the pro forma financial information.

Note 2. Reclassification Adjustments

During the preparation of the pro forma financial information, management performed an analysis of the Vivint financial information to identify differences in Vivint’s financial statement presentation as compared to the presentation of NRG. The following reclassification adjustments align the presentation of historical Vivint consolidated statements of operations with that of NRG.

VIVINT

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2022

(a) Reclassification from Selling expenses to Selling, general and administrative costs

(b) Reclassification from Change in fair value of warrant liabilities to Other income, net

VIVINT

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2022

(a) Reclassification from Selling expenses to Selling, general and administrative costs

(b) Reclassification from General and administrative expenses to Provision for credit losses

(c) Reclassification from Change in fair value of warrant liabilities to Other income, net

(d) Reclassification from Interest income to Other income, net

Note 3. Calculation of Total Consideration and Preliminary Purchase Price Allocation for the Vivint Acquisition

NRG paid $12 per share, or $2.6 billion, in cash. The total consideration of $2.623 billion includes:

The purchase price is provisionally allocated as follows:

The preliminary fair value of the identifiable intangible assets of $2,770 million, which includes customer relationships, technology related assets, trade name and sales contracts, will be amortized over the estimated useful life. The estimated weighted average useful life is approximately 10 years. The preliminary useful lives of the intangible assets were determined based on the expected pattern of the economic benefit. The expected amortization for the remaining six months ending December 31, 2023 is currently estimated to be $342 million. The expected amortization for the five years following the Acquisition is currently estimated to be:

The final purchase price allocation depends on certain valuations and other analyses that have not yet been completed. The purchase price allocation may change materially based on receipt of more detailed information. Accordingly, the pro forma purchase price allocation is preliminary and is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurance that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth above.

Note 4. Adjustments to Unaudited Pro Forma Balance Sheet

The pro forma adjustments reflected in the unaudited pro forma balance sheet are detailed below:

(a) Reflects the estimated cash proceeds of $1.75 billion from the sale of STP, net of estimated transaction costs of $20 million. Potential working capital adjustments are not reflected as the amounts of such adjustments, if any, are unknown at this time.

(b) Reflects the removal of historical balances of assets, liabilities and accumulated other comprehensive loss of STP that are included in the consolidated historical balance sheet under the captions held-for-sale.

(c) Reflects the estimated pretax gain on the sale, net of estimated transaction costs, as if the Disposition occurred on June 30, 2023. As the gain is directly attributable to the Disposition and is not expected to have a continuing impact on the Company’s operations, it is only reflected in retained earnings on the unaudited pro forma balance sheet and is not reflected in the unaudited pro forma combined statements of operations.

Note 5. Adjustments to Unaudited Pro Forma Combined Statements of Operations related to the Vivint Acquisition

The pro forma adjustments reflected in the unaudited pro forma combined statements of operations related to the Acquisition are detailed below:

(a) Adjustments to depreciation and amortization expense include:

(b) Adjustment to remove $57 million of success and other fees incurred by Vivint, as the results of the successful acquisition by NRG, from the 2023 period and reflecting in the 2022 periods assuming the Acquisition occurred on January 1, 2022.

(c) Reflects the reversal of historical Vivint other income from the 2022 periods recorded for the change in fair value of warrant derivative liabilities, as the warrants are assumed to be cashed out upon the close of the Acquisition.

(d) Adjustments to acquisition-related transaction and integration costs include adjustments to reflect the acquisitions costs and certain one-time expenses directly related to the Acquisition in the 2022 periods.

(e) Adjustments to Interest expense include:

(f) Income tax effect of the Acquisition accounting adjustments and financing adjustments (adjusted for permanents book/tax differences) based on a combined blended federal/state tax rate of 24.86% for all periods presented.

Note 6. Adjustments to Unaudited Pro Forma Combined Statements of Operations related to the Disposition

The pro forma adjustments reflected in the unaudited pro forma statements of operations are detailed below:

(a) Adjustment to remove the historical expenses of STP as well as the impact of buying replacement power to service the Company’s retail load.

(b) Adjustments to Income tax expense/(benefit) include:

Exhibit 99.2

PRESS RELEASE

NRG Energy, Inc. Announces Proposed Offering of
Pre-Capitalized Trust Securities to Replace Maturing Pre-Capitalized Trust Securities

Houston, TX—August 14, 2023—NRG Energy, Inc. (NYSE:NRG) announced a proposed offering of pre-capitalized trust securities redeemable 2028 (the “P-Caps”) by Alexander Funding Trust II, a newly-formed Delaware statutory trust (the “Trust”). The P-Caps are intended to replace NRG’s existing pre-capitalized trust securities redeemable 2023 issued by Alexander Funding Trust, which mature on November 15, 2023.

The Trust will initially invest the proceeds from the sale of the P-Caps in a portfolio of principal and/or interest strips of U.S. Treasury securities (the “Eligible Assets”) and will enter into a facility agreement with NRG, pursuant to which NRG will pay a facility fee to the Trust, and NRG will agree to issue senior secured notes due 2028 (the “Secured Notes” and, together with the P-Caps, the “P-Caps Securities”) to the Trust under certain circumstances. The Eligible Assets held by the Trust will be pledged as collateral for the benefit of certain banks that have agreed to provide letters of credit for NRG’s account to support NRG’s existing and future collateral obligations. NRG will not receive any proceeds directly from the offering of the P-Caps.

Any Secured Notes will be guaranteed on a first-priority basis by each of NRG’s current and future subsidiaries that guarantee indebtedness under its credit agreement and will be secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under NRG’s credit agreement, which consists of a substantial portion of the property and assets owned by NRG and the guarantors. The collateral securing any Secured Notes will be released if NRG obtains an investment grade rating from two out of the three credit rating agencies, subject to reversion if such credit rating agencies withdraw NRG’s investment grade rating or downgrade NRG’s rating below investment grade.

The P-Caps Securities are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and who are also “qualified purchasers” as defined in the Investment Company Act of 1940, as amended. The P-Caps Securities have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release does not constitute an offer to sell any security, including the P-Caps Securities, nor a solicitation for an offer to purchase any security, including the P-Caps Securities.

About NRG

NRG is a leading energy and home services company powered by people and our passion for a smarter, cleaner, and more connected future. A Fortune 500 company operating in the United States and Canada, NRG delivers innovative solutions that help people, organizations, and businesses achieve their goals while also advocating for competitive energy markets and customer choice.

Forward-Looking Statements

This communication contains forward-looking statements that may state NRG’s or its management’s intentions, beliefs, expectations or predictions for the future. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “will,” “expect,” “estimate,” “anticipate,” “forecast,” “plan,” “believe” and similar terms. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets generally and whether the offering of P-Caps will be consummated and the anticipated terms of the P-Caps.

The foregoing review of factors that could cause NRG’s actual results to differ materially from those contemplated in the forward-looking statements included herein should be considered in connection with information regarding risks and uncertainties that may affect NRG’s future results included in NRG’s filings with the SEC at www.sec.gov.

Contacts:

Investors:

Brendan Mulhern

609.524.4767

investor.relations@nrg.com

Media:

Laura Avant

713.537.5437

laura.avant@nrg.com