Changes in Capital Structure

6 Months Ended

Jun. 30, 2019

As of June 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	1,541,588	—		1,541,588
Shares repurchased	—	(26,621,029	)	(26,621,029	)
Balance as of June 30, 2019	421,830,474	(163,259,876	)	258,570,598
Shares issued under LTIPs subsequent to June 30, 2019	3,827	—		3,827
Shares repurchased subsequent to June 30, 2019	—	(5,586,536	)	(5,586,536	)
Balance as of August 7, 2019	421,834,301	(168,846,412	)	252,987,889

Share Repurchases

During January and February, the Company completed $250 million of share repurchases in connection with 2018 share repurchase program, at an average price of $40.61 per share. Through August 7, 2019, the Company completed additional share repurchases of $1.0 billion at an average price of $38.38 per share under the 2019 $1.0 billion program that was authorized in February 2019 by the Company's board of directors. In August 2019, the Company announced that the board of directors authorized an additional $250 million of share repurchases to be executed in the second half of 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.

The following repurchases have been made during the six months ended June 30, 2019 and through August 7, 2019 under the 2018 and 2019 share repurchase programs:



	Total number of shares purchased	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	$	250
2019 program:
Shares repurchased under February 28, 2019 Accelerated Share Repurchase Agreement	9,438,671	400
Other repurchases	11,028,943	404
Total Share Repurchases during the six months ended June 30, 2019	26,621,029	$	1,054
Repurchases made subsequent to June 30, 2019 to complete the 2019 program	5,586,536	$	196
Total Share Repurchases during the period ended August 7, 2019	32,207,565	$	1,250

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.

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 June 30, 2019. On July 19, 2019, NRG declared a quarterly dividend on the Company's common stock of $0.03 per share, payable August 15, 2019, to stockholders of record as of August 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.