Changes in Capital Structure

As of September 30, 2018 and December 31, 2017, the Company had 500,000,000 shares of common stock authorized. The following table reflects the changes in NRG's common stock issued and outstanding:



	Issued	Treasury		Outstanding
Balance as of December 31, 2017	418,323,134	(101,580,045	)	316,743,089
Shares issued under LTIPs	1,555,766	—		1,555,766
Shares issued under ESPP	—	175,862		175,862
Shares repurchased	—	(28,544,693	)	(28,544,693	)
Balance as of September 30, 2018	419,878,900	(129,948,876	)	289,930,024

Employee Stock Purchase Plan

In January 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. In January 2018, NRG suspended the ESPP.

Share Repurchases

In February 2018, the Company's board of directors authorized the Company to repurchase $1 billion of its common stock. As of September 30, 2018, the Company has completed the $1 billion common stock repurchase program. The following repurchases have been made during the nine months ended September 30, 2018.



	Total number of shares purchased	Average price paid per share	Amounts paid for shares purchased (in millions)
Board Authorized Share Repurchases
First Quarter 2018 ^(a)	3,114,748		$	93
Second Quarter 2018 ^{(a) (b)}	11,748,553		407
Third Quarter 2018 ^(b)	13,681,392		500
Total Board Authorized Share Repurchases as of September 30, 2018	28,544,693	(c)	$	1,000

(a) The average price paid per share and amounts paid for shares purchased exclude the commissions of $0.01 per share paid in connection with the open market share repurchase.

(b) The share repurchases for the second and the third quarter include 9,969,023 and 13,681,392 respectively of the shares repurchased through the ASR Agreements, as described below.

(c) The total number of shares repurchased under the $1 billion share repurchase program and the average price paid per share will be determined upon final settlement of the September ASR in which the financial institution may deliver additional shares to the Company.

Accelerated Share Repurchase

On May 24, 2018, the Company executed an accelerated share repurchase agreement, or ASR Agreement, with a financial institution to repurchase a total of $354 million of outstanding common stock based on a volume weighted average price. The Company received initial shares of 9,969,023, which were recorded in treasury stock at fair value based on the closing price of $343 million, with the remaining $11 million recorded in additional paid in capital, representing the value of the forward contract to purchase additional shares. In July 2018, the financial institution delivered the remaining shares pursuant to the ASR Agreement and the Company received an additional 860,880 shares. The average price paid for all of the shares delivered under the ASR Agreement was $32.69 per share. Upon receipt of the additional shares, the Company transferred the $11 million from additional paid in capital to treasury stock.

On September 5, 2018, the Company executed an additional ASR Agreement with a financial institution, to complete the remaining portion of the $1 billion stock repurchase program authorized by the Company's board of directors by repurchasing a total of $500 million of outstanding common stock based on a volume weighted average price less an agreed upon discount. The Company received initial shares of 12,820,512, which were recorded in treasury stock at fair value based on the closing price on the day of the transaction of $452 million, with the remaining $48 million recorded in additional paid in capital, representing the value of the forward contract to purchase additional shares. The ASR agreement will settle on or before December 31, 2018.

NRG Common Stock Dividends

The following table lists the dividends paid during the nine months ended September 30, 2018:



	Third Quarter 2018		Second Quarter 2018		First Quarter 2018
Dividends per Common Share	$	0.03	$	0.03	$	0.03

On October 17, 2018, NRG declared a quarterly dividend on the Company's common stock of $0.03 per share, payable November 15, 2018, to stockholders of record as of November 1, 2018, representing $0.12 per share on an annualized basis.

The Company's common stock dividends are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations.