Capital Structure

For the period from December 31, 2014 to December 31, 2017, 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, 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
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

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, 2017:



Equity Instrument	Common Stock Reserve Balance
Long-term incentive plans	19,597,433

Common stock dividends — In 2015, NRG paid quarterly dividends on the Company's common stock 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 for 2016 and 2017. The following table lists the dividends paid per common share during 2017, 2016 and 2015:



	Fourth Quarter		Third Quarter		Second Quarter		First Quarter
2017	$	0.030	$	0.030	$	0.030	$	0.030
2016	$	0.030	$	0.030	$	0.030	$	0.145
2015	$	0.145	$	0.145	$	0.145	$	0.145

On January 19, 2018, 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, 2018, to stockholders of record as of February 1, 2018.

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, 2017, there remained 3,107,050 shares of treasury stock reserved for issuance under the ESPP, and in January of 2018, 175,862 shares of common stock were issued to employee accounts from treasury stock for the offering period of July 1, 2017 to December 31, 2017. Beginning January 2018, NRG suspended the ESPP.

Share Repurchases — During 2015 and 2014, 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

Preferred Stock

On May 24, 2016, NRG entered an agreement with Credit Suisse Group to repurchase 100% of the outstanding shares of its $344.5 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 is reflected in net income/(loss) available to NRG common stockholders in the calculation of earnings per share.

The following table reflects the changes in the Company's redeemable preferred stock balance for the years ended December 31, 2017, 2016, and 2015:



	(In millions)
Balance as of December 31, 2014	$	291
Accretion to redemption value	11
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	$	—