NRG and GenOn Complete Merger, Creating Nation’s Largest Competitive Power Generator

Friday, December 14, 2012

 —Combined company has about 47,000 megawatts of generating capacity comprised of   nearly 100 generating facilities in 18 states —

PRINCETON, NJ; and HOUSTON; December 14, 2012 — NRG Energy, Inc. (NYSE: NRG) and  GenOn Energy, Inc. (NYSE: GEN) have completed their merger effective today, creating the  largest competitive power generator in the United States. NRG now has a diverse fleet of  almost 100 generation assets with a total capacity of approximately 47,000 megawatts (MW)  concentrated in three domestic regions: East, Gulf Coast and West.

“Today, we usher in a new era of scale and scope in the American power industry, creating  additional value for our shareholders and enhancing our ability to serve our growing retail  energy customer base with safe, affordable and reliable power,” said David Crane, NRG’s  President and CEO.

In connection with the consummation of the merger, GenOn Energy stockholders will receive  a fixed ratio of 0.1216 shares of NRG common stock for each share of GenOn common  stock, except that cash will be paid in lieu of fractional shares. GenOn common stock will  cease being traded prior to the market opening Monday, Dec. 17, and will no longer be listed  on the New York Stock Exchange.  

With the merger completed, NRG is now dual headquartered, with financial and commercial  headquarters in Princeton and operational headquarters in Houston. The combined fleet of  conventional and renewable power generation facilities produced more than 104 terawatthours (TWh) of electricity in 2011 and can supply nearly 40 million homes.  

About NRG Energy
NRG is at the forefront of changing how people think about and use energy. We deliver  cleaner and smarter energy choices for our customers, backed by the nation’s largest  independent power generation portfolio of fossil fuel, nuclear, solar and wind facilities. A  Fortune 300 company, NRG is challenging the U.S. energy industry by becoming the largest  developer of solar power, building the first privately-funded electric vehicle charging  infrastructure, and providing customers with the most advanced smart energy solutions to  better manage their energy use. In addition to 47,000 megawatts of generation capacity,  enough to supply nearly 40 million homes, our retail electricity providers – Reliant, Green  Mountain Energy and Energy Plus – serve more than two million customers. More information  is available at

Forward Looking Statements
In addition to historical information, the information presented in this communication includes  forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and  Section 21E of the Exchange Act. These statements involve estimates, expectations, projections,  goals, assumptions, known and unknown risks and uncertainties and can typically be identified by  terminology such as “may,” “will,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,”  “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,”  “target,” “potential” or “continue” or the negative of these terms or other comparable terminology.  Such forward-looking statements include, but are not limited to, statements about the anticipated  benefits of the transaction between NRG and GenOn, the combined company’s future revenues,  income, indebtedness, capital structure, plans, expectations, objectives, projected financial  performance and/or business results and other future events, and economic and market conditions.

Forward-looking statements are not a guarantee of future performance and actual events or results  may differ materially from any forward-looking statement as result of various risks and uncertainties,  including, but not limited to, those relating to: impact of the transaction on relationships with  customers, suppliers and employees, the ability to finance the combined business post-closing and  the terms on which such financing may be available, the financial performance of the combined  company following completion of the transaction, the ability to successfully integrate the businesses  of NRG and GenOn, the ability to realize anticipated benefits of the transaction (including expected  cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than  expected, legislative, regulatory and/or market developments, the outcome of pending or threatened  lawsuits, regulatory or tax proceedings or investigations, the effects of competition or regulatory  intervention, financial and economic market conditions, access to capital, the timing and extent of  changes in law and regulation (including environmental), commodity prices, prevailing demand and  market prices for electricity, capacity, fuel and emissions allowances, weather conditions, operational  constraints or outages, fuel supply or transmission issues, hedging ineffectiveness.

Additional information concerning other risk factors is contained in NRG’s and GenOn’s most recently  filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current  Reports on Form 8-K, and other SEC filings.

Many of these risks, uncertainties and assumptions are beyond NRG’s ability to control or predict.  Because of these risks, uncertainties and assumptions, you should not place undue reliance on these  forward-looking statements. Furthermore, forward-looking statements speak only as of the date they  are made, and NRG does not undertake any obligation to update publicly or revise any forward-looking  statements to reflect events or circumstances that may arise after the date of this communication. All  subsequent written and oral forward-looking statements concerning NRG, the transaction, the  combined company or other matters and attributable to NRG or any person acting on their behalf are  expressly qualified in their entirety by the cautionary statements above.