Capital Structure (Notes)

12 Months Ended

Dec. 31, 2015

Stockholders' Equity Note [Abstract]

Capital Structure

Capital Structure

For the period from December 31, 2012 to December 31, 2015, the Company had 10,000,000 shares of preferred stock authorized, 500,000,000 shares of common stock authorized and 250,000 shares of preferred stock issued and outstanding. The following table reflects the changes in NRG's common shares issued and outstanding for each period presented:

	Common
	Issued	Treasury		Outstanding
Balance as of December 31, 2012	399,112,616	(76,505,718	)	322,606,898
Shares issued under ESPP	—	130,482		130,482
Shares issued under LTIPs	2,014,164	—		2,014,164
Share repurchases	—	(972,292	)	(972,292	)
Balance as of December 31, 2013	401,126,780	(77,347,528	)	323,779,252
Shares issued under ESPP	—	128,336		128,336
Shares issued under LTIPs	1,707,419	—		1,707,419
Shares issued in connection with the EME acquisition	12,671,977	—		12,671,977
Share repurchases	—	(1,624,360	)	(1,624,360	)
Balance as of December 31, 2014	415,506,176	(78,843,552	)	336,662,624
Shares issued under ESPP	—	283,139		283,139
Shares issued under LTIPs	1,433,774	—		1,433,774
Share repurchases	—	(24,189,495	)	(24,189,495	)
Balance as of December 31, 2015	416,939,950	(102,749,908	)	314,190,042

Common Stock

The following table summarizes NRG's common stock reserved for the maximum number of shares potentially issuable based on the conversion and redemption features of outstanding equity instruments and the long-term incentive plans as of December 31, 2015:

Equity Instrument	Common Stock Reserve Balance
2.822% Convertible perpetual preferred	16,000,000
Long-term incentive plans	17,979,967
Total	33,979,967

Common stock dividends — In 2013, NRG paid quarterly dividends on the Company's common stock of $0.12 per share, or $0.48 per share on an annualized basis. In 2015 and 2014, the Company increased its annual common stock dividend by 4% to $0.58 per share and 17% to $0.56 per share, respectively. The following table lists the dividends paid per common share during 2015, 2014 and 2013:

	Fourth Quarter		Third Quarter		Second Quarter		First Quarter
2015	$	0.145	$	0.145	$	0.145	$	0.145
2014	$	0.140	$	0.140	$	0.140	$	0.120
2013	$	0.120	$	0.120	$	0.120	$	0.090

On January 18, 2016, NRG declared a quarterly dividend on the Company's common stock of $0.145 per share, or $0.58 per share on an annualized basis, payable on February 16, 2016, to stockholders of record as of February 1, 2016.

Employee Stock Purchase Plan — Under the ESPP, eligible employees may elect to withhold up to 10% of their eligible compensation to purchase shares of NRG common stock at the lesser of 85% of its fair market value on the offering date or 85% of the fair market value on the exercise date. An offering date occurs each January 1 and July 1. An exercise date occurs each June 30 and December 31. As of December 31, 2015, there remained 1,276,913 shares of treasury stock reserved for issuance under the ESPP, and in the first quarter of 2016, 299,127 shares of common stock were issued to employee accounts from treasury stock.

Share Repurchases 

The Company's board of directors authorized share repurchases of $481 million of its common stock, which were made as follows:

	Total number of shares purchased	Average price paid per share (a)		Amounts paid for shares purchased (in millions) (a)
Board Authorized Share Repurchases
Fourth Quarter 2014	1,624,360	$	26.95	$	44
First Quarter 2015	3,146,484	25.15		79
Second Quarter 2015	4,379,907	24.53		107
Third Quarter 2015	11,104,184	15.06		167
Fourth Quarter 2015	5,558,920	15.03		84
Total Board Authorized Share Repurchases	25,813,855			$	481

(a) The average price paid per share and amounts paid for shares purchased exclude the commissions of $0.015 per share paid in connection with the share repurchase.

Preferred Stock

2.822% Redeemable Preferred Stock

On December 23, 2014, NRG and the Credit Suisse Group amended and restated its 250,000 shares of 3.625% Convertible Perpetual Preferred Stock, or 3.625% Preferred Stock, which is treated as redeemable preferred stock, initially issued on August 11, 2005, to the Credit Suisse Group in a private placement. The amendment resulted in a reduction of the rate from 3.625% to 2.822% and is hereby referred to as the 2.822% Preferred Stock. The transaction was accounted for as an extinguishment of the 3.625% Preferred Stock and the issuance of new 2.822% Preferred Stock. The loss on extinguishment of the 3.625% Preferred Stock of $42 million represents the increase in redeemable preferred stock as the Company recorded the 2.822% Preferred Stock at a fair value of $291 million in connection with the amendment. The loss on extinguishment of $42 million as well as $5 million in consent fees paid to Credit Suisse, were recorded as a dividend on the preferred shares. This amount reduced net income to arrive at net income/(loss) available to NRG common stockholders in the calculation of earnings per share for the year ended December 31, 2014.

The 2.822% Preferred Stock amount is located after the liabilities but before the stockholders' equity section on the balance sheet, due to the fact that the preferred shares can be redeemed in cash by the stockholder. The 2.822% Preferred Stock has a liquidation preference of $1,378 per share. Holders of the 2.822% Preferred Stock are entitled to receive, out of legally available funds, cash dividends at the rate of 2.822% per annum, or $28.22 per share per year, payable in cash quarterly in arrears commencing on December 30, 2014.

Each share of the 2.822% Preferred Stock is convertible during the 90-day period beginning December 23, 2019, at the option of NRG or the holder. Holders tendering the 2.822% Preferred Stock for conversion shall be entitled to receive, for each share of 2.822% Preferred Stock converted, $1,378 in cash and a number of shares of NRG common stock equal in value to the product of (a) the greater of (i) the difference between the average closing share price of NRG common stock on each of the twenty consecutive scheduled trading days starting on the date thirty exchange business days immediately prior to the conversion date, or the Market Price, and $40.71 and (ii) zero, times (b) 50.7743. The number of shares of NRG common stock to be delivered under the conversion feature is limited to 16,000,000 shares. If upon conversion, the Market Price is less than $27.14, then the Holder will deliver to NRG cash or a number of shares of NRG common stock equal in value to the product of (i) $27.14 minus the Market Price, times (ii) 50.7743. NRG may elect to make a cash payment in lieu of delivering shares of NRG common stock in connection with such conversion, and NRG may elect to receive cash in lieu of shares of common stock, if any, from the Holder in connection with such conversion. The conversion feature is considered an embedded derivative per ASC 815 that is exempt from derivative accounting as it is excluded from the scope pursuant to ASC 815.

If a fundamental change occurs, including, among others, insolvency or a change of control, the holders will have the right to require NRG to repurchase all or a portion of the 2.822% Preferred Stock for a period of time after the fundamental change at a purchase price equal to 100% of the liquidation preference, plus accumulated and unpaid dividends. The 2.822% Preferred Stock is senior to all classes of common stock and junior to all of the Company's existing and future debt obligations and all of NRG subsidiaries' existing and future liabilities and capital stock held by persons other than NRG or its subsidiaries.

The following table reflects the changes in the Company's redeemable preferred stock balance for the years ended December 31, 2015, and 2014.

	(In millions)
Balance as of December 31, 2013	$	249
Loss recorded in connection with extinguishment of 3.625% preferred stock and issuance of 2.822% preferred stock	42
Balance as of December 31, 2014	291
Accretion to redemption value	11
Balance as of December 31, 2015	$	302