Capital Structure

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Capital Structure

Capital Structure

For the period from December 31, 2018 to December 31, 2021, 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
	Issued	Treasury	Outstanding
Balance as of December 31, 2018	420,288,886	(136,638,847)	283,650,039
Shares issued under ESPP	—	46,128	46,128
Shares issued under LTIPs	1,601,904	—	1,601,904
Share repurchases	—	(36,301,882)	(36,301,882)
Balance as of December 31, 2019	421,890,790	(172,894,601)	248,996,189
Shares issued under ESPP	—	131,469	131,469
Shares issued under LTIPs	1,167,058	—	1,167,058
Share repurchases	—	(6,062,783)	(6,062,783)
Balance as of December 31, 2020	423,057,848	(178,825,915)	244,231,933
Shares issued under ESPP	—	117,392	117,392
Shares issued under LTIPs	489,326	—	489,326
Share repurchases	—	(1,084,752)	(1,084,752)
Balance as of December 31, 2021	423,547,174	(179,793,275)	243,753,899
Shares issued under LTIPs	288,491	—	288,491
Share repurchases	—	(1,889,151)	(1,889,151)
Balance as of February 24, 2022	423,835,665	(181,682,426)	242,153,239

Common Stock

As of December 31, 2021, NRG had 14,372,743 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 $0.325, $0.30 and $0.03 quarterly dividend per common share, or $1.30, $1.20 and $0.12 per share on an annualized basis for 2021, 2020 and 2019 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, that targets allocating 50% of cash available for allocation generated each year to growth investments and 50% to be returned to shareholders. The return of capital to shareholders is expected to be completed through the increased dividend supplemented by share repurchases. The long-term capital allocation policy targets an annual dividend growth rate of 7-9% per share in years subsequent to 2020. In 2021 and 2022, NRG increased the annual dividend to $1.30 and $1.40 per share, representing an 8% increase each year. 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 21, 2022, NRG declared a quarterly dividend on the Company's common stock of $0.35 per share, or $1.40 per share on an annualized basis, payable on February 15, 2022, to stockholders of record as of February 1, 2022.

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. As of December 31, 2021, there remained 2,636,199 shares of treasury stock reserved for issuance under the ESPP.

Share Repurchases — In 2018, the Company's board of directors authorized the Company to repurchase $1.5 billion of its common stock. The Company executed $1.25 billion of these share repurchases in 2018, with the remaining $0.25 billion completed in the first quarter of 2019. In 2019, the Company's board of directors authorized the Company to repurchase an additional $1.25 billion of its common stock. The Company executed $1.194 billion of these share repurchases in 2019 and completed the remaining $56 million under the 2019 authorization by February 27, 2020. The remaining repurchases in 2020 and were made under the long-term capital allocation policy discussed above. On December 6, 2021 the Company announced that the Board of Directors has authorized $1 billion for share repurchases, as part of NRG’s Capital Allocation Program. The program began in 2021 and will continue throughout 2022.

The following table summarizes the shares repurchases made during the years ended December 31, 2019, 2020 and 2021 as well as through February 24, 2022:

	Total number of shares and share equivalents purchased	Average price paid per share and share equivalent		Amounts paid for shares and share equivalents purchased (in millions)
2019 repurchases:
Repurchases under February 28, 2019 Accelerated Share Repurchase Agreement	9,438,671			400
Other repurchases(a)	26,863,211			1,008
Equivalent shares purchased in lieu of tax withholdings on equity compensation issuances(b)	936,928			36
Total Share Repurchases during 2019	37,238,810	$	38.79	$	1,444
2020 repurchases:
Repurchases	6,062,783			197
Equivalent shares purchased in lieu of tax withholdings on equity compensation issuances(b)	711,248			27
Total Share Repurchases during 2020	6,774,031	$	33.05	$	224
2021 repurchases:
Repurchases(a)	1,084,752			44
Equivalent shares purchased in lieu of tax withholdings on equity compensation issuances(b)	249,013			9
Total Share Repurchases during 2021	1,333,765	$	40.22	$	53
2022 repurchases:
Repurchases made subsequent to December 31, 2021	1,889,151			76
Equivalent shares purchased in lieu of tax withholdings on equity compensation issuances(b)	130,674			6
Total share repurchases January 1, 2021 through February 24, 2022	2,019,825	$	40.26	$	82

(a)Includes $5 million and $4 million accrued as of December 31, 2021 and December 31,2019, respectively

(b)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 $43.08, $37.50, $38.23 and $38.78 in 2022, 2021, 2020 and 2019, respectively. See Note 21, Stock-Based Compensation, for further discussion of the equity awards