XML 43 R25.htm IDEA: XBRL DOCUMENT v3.22.4
Capital Structure
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Capital Structure Capital Structure
For the period from December 31, 2019 to December 31, 2022, 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 Shares
 IssuedTreasuryOutstanding
Balance as of December 31, 2019421,890,790 (172,894,601)248,996,189 
Shares issued under ESPP— 131,469 131,469 
Shares issued under LTIPs1,167,058 — 1,167,058 
Share repurchases— (6,062,783)(6,062,783)
Balance as of December 31, 2020423,057,848 (178,825,915)244,231,933 
Shares issued under ESPP— 117,392 117,392 
Shares issued under LTIPs489,326 — 489,326 
Share repurchases— (1,084,752)(1,084,752)
Balance as of December 31, 2021423,547,174 (179,793,275)243,753,899 
Shares issued under ESPP— 142,825 142,825 
Shares issued under LTIPs349,827 — 349,827 
Share repurchases— (14,685,521)(14,685,521)
Balance as of December 31, 2022423,897,001 (194,335,971)229,561,030 
Shares issued under LTIPs213,208 — 213,208 
Balance as of February 15, 2023424,110,209 (194,335,971)229,774,238 
Common Stock
As of December 31, 2022, NRG had 14,022,916 shares of common stock reserved for the maximum number of shares potentially issuable based on the conversion and redemption features of the long-term incentive plans.
Common stock dividends — The Company declared and paid $0.350, $0.325 and $0.30 quarterly dividend per common share, or $1.40, $1.30 and $1.20 per share on an annualized basis for 2022, 2021 and 2020 respectively.
In the first quarter of 2020, NRG increased the annual dividend to $1.20 from $0.12 per share, as part of a long-term capital allocation policy adopted in the fourth quarter of 2019. In 2021, 2022 and 2023, NRG increased the annual dividend to $1.30, $1.40 and $1.51 per share, respectively, representing an 8% increase each year. The long-term capital allocation policy targets an annual dividend growth rate of 7-9% per share in subsequent years. The Company's common stock dividends are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations.
On January 20, 2023, NRG declared a quarterly dividend on the Company's common stock of $0.3775 per share, or $1.51 per share on an annualized basis, payable on February 15, 2023, to stockholders of record as of February 1, 2023.
Employee Stock Purchase Plan — The Company offers 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. As of December 31, 2021, there remained 2,493,374 shares of treasury stock reserved for issuance under the ESPP.
Share Repurchases
In December 2021, the Company announced that the Board of Directors authorized $1 billion for share repurchases as part of NRG’s Capital Allocation policy. The program began with $44 million of repurchases in December 2021, and an incremental $601 million was repurchased in 2022. The balance of $355 million under the current program is expected to be repurchased in 2023, subject to the availability of excess cash and full visibility of the achievement of the Company's 2023 targeted credit metrics.
In October 2022, the Company announced its 2023 capital allocation plan which, consistent with NRG's stated strategy of returning 50% of cash available for allocation to shareholders, included $600 million incremental share repurchases to be completed in 2023. In connection with the anticipated Vivint acquisition, the Company updated its 2023 capital allocation plan by reallocating 2023 capital primarily to fund the Vivint acquisition, dividend payments and debt reduction. Following the completion of the Vivint acquisition, the Company plans to further update its 2023 capital allocation plan.
The following table summarizes the shares repurchases made during the years ended December 31, 2020, 2021 and 2022:
Total number of shares and share equivalents purchasedAverage price paid per share and share equivalentAmounts paid for shares and share equivalents purchased (in millions)
2020 repurchases:
Repurchases
6,062,783 197 
Equivalent shares purchased in lieu of tax withholdings on equity compensation issuances(a)
711,248 27 
Total Share Repurchases during 20206,774,031 $33.05 $224 
2021 repurchases:
Repurchases(b)
1,084,752 44 
Equivalent shares purchased in lieu of tax withholdings on equity compensation issuances(a)
249,013 9 
Total Share Repurchases during 20211,333,765 $40.22 $53 
2022 repurchases:
Repurchases
14,685,521 595 
Equivalent shares purchased in lieu of tax withholdings on equity compensation issuances(a)
151,241 6 
Total Share Repurchases during 202214,836,762 $40.50 $601 
(a)NRG elected to pay cash for tax withholding on equity awards instead of issuing actual shares to management. The average price per equivalent shares withheld was $42.74, $37.50 and $38.23 in 2022, 2021 and 2020, respectively. See Note 21, Stock-Based Compensation, for further discussion of the equity awards
(b)Includes $5 million accrued as of December 31, 2021