Capital Structure

For the period from December 31, 2015 to December 31, 2018, the Company had 10,000,000 shares of preferred stock authorized and 500,000,000 shares of common stock authorized. 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, 2015	416,939,950	(102,749,908	)	314,190,042
Shares issued under ESPP	—	609,094		609,094
Shares issued under LTIPs	643,875	—		643,875
Balance as of December 31, 2016	417,583,825	(102,140,814	)	315,443,011
Shares issued under ESPP	—	560,769		560,769
Shares issued under LTIPs	739,309	—		739,309
Balance as of December 31, 2017	418,323,134	(101,580,045	)	316,743,089
Shares issued under ESPP	—	175,862		175,862
Shares issued under LTIPs	1,965,752	—		1,965,752
Share repurchases	—	(35,234,664	)	(35,234,664	)
Balance as of December 31, 2018	420,288,886	(136,638,847	)	283,650,039

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 the long-term incentive plans as of December 31, 2018:



Equity Instrument	Common Stock Reserve Balance
Long-term incentive plans	17,631,031

Common stock dividends — In the first quarter of 2016 the Company paid quarterly dividend of $0.145 per share, or $0.58 per share on an annualized basis. In 2016, as part of the 2016 Capital Allocation Program, the Company decreased its annual common stock dividend by 79% to $0.12 per share. The Company paid $0.030 dividend per common share for the second quarter of 2016 through the fourth quarter of 2018.

On January 23, 2019, NRG declared a quarterly dividend on the Company's common stock of $0.03 per share, or $0.12 per share on an annualized basis, payable on February 15, 2019, to stockholders of record as of February 1, 2019

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. Beginning January 2018, NRG suspended the ESPP. As of December 31, 2018, there remained 2,931,188 shares of treasury stock reserved for issuance under the ESPP.

Share Repurchases — In 2018, the Company's board of directors authorized the Company to repurchase $1.5 billion of its common stock. In addition, the Company's board of directors authorized in February 2019 an additional $1.0 billion share repurchase program to be executed in 2019.

The following table summarizes the shares repurchased under the 2018 program, including shares repurchased under two completed accelerated repurchase agreements:



	Total number of shares purchased	Average price paid per share		Amounts paid for shares purchased (in millions)
Open market repurchases	11,097,631			$	396
Shares repurchased under May 24, 2018 Accelerated Repurchase Agreement	10,829,903			354
Shares repurchased under September 5, 2018 Accelerated Repurchase Agreement	13,307,130			500
Total Share Repurchases as of December 31, 2018	35,234,664			1,250
Additional open market repurchases through February 28, 2019	6,153,415			250
Total Share Repurchases as of February 28, 2019	41,388,079	$	36.24	$	1,500

Preferred Stock

2.822% Redeemable Preferred Stock

Preferred Stock

On May 24, 2016, NRG entered an agreement with Credit Suisse Group to repurchase 100% of the outstanding shares of its $345 million 2.822% preferred stock. On June 13, 2016, the Company completed the repurchase from Credit Suisse of 100% of the outstanding shares at a price of $226 million. The transaction resulted in a gain on redemption of $78 million, measured as the difference between the fair value of the cash consideration paid upon redemption of $226 million and the carrying value of the preferred stock at the time of the redemption of $304 million. This amount was reflected in net loss available to NRG common stockholders in the calculation of earnings per share for the year ended December 31, 2016.

The following table reflects the changes in the Company's redeemable preferred stock balance for the years ended December 31, 2018, 2017, and 2016:



	(In millions)
Balance as of December 31, 2015	$	302
Accretion to redemption value	2
Repurchase of 2.822% redeemable preferred stock	(226		)
Gain on redemption of 2.822% redeemable preferred stock	(78		)
Balance as of December 31, 2016	$	—
Balance as of December 31, 2017	$	—
Balance as of December 31, 2018	$	—