Changes in Capital Structure

9 Months Ended

Sep. 30, 2019

As of September 30, 2019 and December 31, 2018, 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, 2018	420,288,886	(136,638,847)	283,650,039
Shares issued under LTIPs	1,570,958	—	1,570,958

Shares repurchased	—	(33,235,480)	(33,235,480)
Balance as of September 30, 2019	421,859,844	(169,874,327)	251,985,517
Shares issued under LTIPs subsequent to September 30, 2019	3,757	—	3,757
Shares issued under ESPP	—	46,128	46,128
Shares repurchased subsequent to September 30, 2019	—	(441,112)	(441,112)
Balance as of October 31, 2019	421,863,601	(170,269,311)	251,594,290

Share Repurchases

The following repurchases have been made during the nine months ended September 30, 2019 and through October 31, 2019 under the share repurchase programs:


	Total number of shares purchased	Average price paid per share		Amounts paid for shares purchased (in millions)
Board Authorized Share Repurchases
2018 program:
Repurchases made during January-February to complete the 2018 program	6,153,415	$	40.61	$	250
2019 programs:



Repurchases under February 28, 2019 Accelerated Share Repurchase Agreement- $1.0 billion share repurchase program^(a)	9,438,671			400
Other repurchases under the $1.0 billion share repurchase program ^(a)	16,615,479			600
Total $1.0 billion share repurchase program	26,054,150	38.38		1,000
Repurchases made through September 30, 2019 under the $250 million share repurchase program ^(b)	1,027,915	36.99		38

Total Share Repurchases during the nine months ended September 30, 2019	33,235,480			$	1,288
Repurchases made subsequent to September 30, 2019 under the $250 million program^(b)	441,112	39.10		$	17
Total Share Repurchases during the period ended October 31, 2019	33,676,592			$	1,305

(a) The $1 billion share repurchase program was announced in February 2019

(b) The $250 million share repurchase program was announced in August 2019

On February 28, 2019, the Company executed an accelerated share repurchase agreement, or ASR Agreement, with a financial institution to repurchase a total of $400 million of outstanding common stock based on a volume weighted average price. The Company received initial shares of 9,086,903, which were recorded in treasury stock at fair value based on the closing price on March 12, 2019, of $390 million, with the remaining $10 million recorded in additional paid in capital, representing the value of the forward contract to purchase additional shares. In April 2019, the financial institution delivered the remaining shares pursuant to the ASR agreement and the Company received 351,768 additional shares. The average price paid for all the shares delivered under the ASR Agreement was $42.38 per share. Upon receipt of the additional shares in April 2019, the Company transferred the $10 million from additional paid in capital to treasury stock.

Employee Stock Purchase Plan

In March 2019, the Company reopened participation in the ESPP, which allows eligible employees to elect to withhold between 1% and 10% of their eligible compensation to purchase shares of NRG common stock at the lesser of 95% of its market value on the offering date or 95% of the fair market value on the exercise date. An offering date will occur each April 1 and October 1. An exercise date will occur each September 30 and March 31. In October 2019, 46,128 shares of common stock were issued to employee accounts from treasury stock for the offering period of April 1, 2019 to September 30, 2019.

NRG Common Stock Dividends

A quarterly dividend of $0.03 per share was paid on the Company's common stock during the three months ended September 30, 2019. On October 17, 2019, NRG declared a quarterly dividend on the Company's common stock of $0.03 per share, payable November 15, 2019, to stockholders of record as of November 1, 2019, 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. Beginning in the first quarter of 2020, NRG will increase the annual dividend to $1.20 per share and expects to target an annual dividend growth rate of 7-9% per share in subsequent years.