Capital Structure (Notes)

12 Months Ended

Dec. 31, 2016

Stockholders' Equity Note [Abstract]

Capital Structure

Capital Structure

For the period from December 31, 2013 to December 31, 2016, 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, 2013	401,126,780	(77,347,528	)	323,779,252
Shares issued under ESPP	—	128,336		128,336
Shares issued under LTIPs	1,707,419	—		1,707,419
Shares issued in connection with the EME acquisition	12,671,977	—		12,671,977
Share repurchases	—	(1,624,360	)	(1,624,360	)
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

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, 2016:

Equity Instrument	Common Stock Reserve Balance
Long-term incentive plans	17,336,092

Common stock dividends — In 2014, NRG paid quarterly dividends on the Company's common stock of $0.14 per share, or $0.56 per share on an annualized basis. In 2015, the Company increased its annual common stock dividend by 4% to $0.58 per share and 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 following table lists the dividends paid per common share during 2016, 2015 and 2014:

	Fourth Quarter		Third Quarter		Second Quarter		First Quarter
2016	$	0.030	$	0.030	$	0.030	$	0.145
2015	$	0.145	$	0.145	$	0.145	$	0.145
2014	$	0.140	$	0.140	$	0.140	$	0.120

On January 18, 2017, 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, 2017, to stockholders of record as of February 1, 2017.

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, 2016, there remained 667,819 shares of treasury stock reserved for issuance under the ESPP, and in the first quarter of 2017, 282,530 shares of common stock were issued to employee accounts from treasury stock.

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 December 23, 2014, NRG and the Credit Suisse Group amended and restated its 250,000 shares of 3.625% Convertible Perpetual Preferred Stock, or 3.625% Preferred Stock, which is treated as redeemable preferred stock, initially issued on August 11, 2005, to the Credit Suisse Group in a private placement. The amendment resulted in a reduction of the rate from 3.625% to 2.822% and is hereby referred to as the 2.822% Preferred Stock. The transaction was accounted for as an extinguishment of the 3.625% Preferred Stock and the issuance of new 2.822% Preferred Stock. The loss on extinguishment of the 3.625% Preferred Stock of $42 million represents the increase in redeemable preferred stock as the Company recorded the 2.822% Preferred Stock at a fair value of $291 million in connection with the amendment. The loss on extinguishment of $42 million as well as $5 million in consent fees paid to Credit Suisse, were recorded as a dividend on the preferred shares. This amount reduced net income to arrive at net income/(loss) available to NRG common stockholders in the calculation of earnings per share for the year ended December 31, 2014.

On May 24, 2016, NRG entered an agreement with Credit Suisse Group to     repurchase 100% of the outstanding shares of its $344.5 million2.822% 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, 2016, 2015, and 2014:

	(In millions)
Balance as of December 31, 2013	$	249
Loss recorded in connection with extinguishment of 3.625% preferred stock and issuance of 2.822% preferred stock	42
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	$	—