Debt and Capital Leases (Notes)

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Debt and Capital Leases

Debt and Capital Leases

Long-term debt and capital leases consisted of the following:

	As of December 31,				December 31, 2016
	2016		2015		Interest Rate % (a)
	(In millions except rates)
NRG Recourse Debt:
Senior notes, due 2018	$	398	$	1,039	7.625
Senior notes, due 2020	—		1,058		8.250
Senior notes, due 2021	207		1,128		7.875
Senior notes, due 2022	992		1,100		6.250
Senior notes, due 2023	869		936		6.625
Senior notes, due 2024	733		904		6.250
Senior notes, due 2026	1,000		—		7.250
Senior notes, due 2027	1,250		—		6.625
Term loan facility, due 2018	—		1,964		L+2.00
Term loan facility, due 2023	1,882		—		L+2.75
Tax-exempt Bonds	455		455		4.125 - 6.00
Subtotal NRG Recourse Debt	7,786		8,584
NRG Non-Recourse Debt:
GenOn senior notes	1,911		1,956		7.875 - 9.875
GenOn Americas Generation senior notes	745		752		8.500 - 9.125
GenOn Other	96		56
Subtotal GenOn debt (non-recourse to NRG)	2,752		2,764
NRG Yield Operating LLC Senior Notes, due 2024	500		500		5.375
NRG Yield Operating LLC Senior Notes, due 2026	350		—		5.000
NRG Yield LLC and Yield Operating LLC Revolving Credit Facility, due 2019	—		306		L+2.75
NRG Yield Inc. Convertible Senior Notes, due 2019	335		330		3.500
NRG Yield Inc. Convertible Senior Notes, due 2020	271		266		3.250
El Segundo Energy Center, due 2023	443		485		L+1.625 - L+2.25
Marsh Landing, due 2017 and 2023	370		418		L+1.75 - L+1.875
Alta Wind I-V lease financing arrangements, due 2034 and 2035	965		1,002		5.696 - 7.015
Walnut Creek, term loans due 2023	310		351		L+1.625
Tapestry, due 2021	172		181		L+1.625
CVSR, due 2037	771		793		2.339 - 3.775
CVSR HoldCo, due 2037	199		—		4.680
Alpine, due 2022	145		154		L+1.750
Energy Center Minneapolis, due 2017 and 2025	96		108		5.95 - 7.25
Energy Center Minneapolis, due 2031	125		—		3.55
Viento, due 2023	178		189		L+2.75
NRG Yield - other	540		573		various
Subtotal NRG Yield debt (non-recourse to NRG)	5,770		5,656
Ivanpah, due 2033 and 2038	1,113		1,149		2.285 - 4.256
Agua Caliente, due 2037	849		879		2.395 - 3.633
Dandan, due 2033	76		98		L+2.25
Peaker bonds, due 2019	—		72		L+1.07
Cedro Hill, due 2025	163		103		L+1.75
Utah Portfolio, due 2022	287		—		L+2.65
Midwest Generation, due 2019	218		—		4.390
NRG Other	392		315		various
Subtotal other NRG non-recourse debt	3,098		2,616
Subtotal all non-recourse debt	11,620		11,036
Subtotal long-term debt (including current maturities)	19,406		19,620
Capital leases:	8		16		various
Subtotal long-term debt and capital leases (including current maturities)	19,414		19,636
Less current maturities	1,220		481
Less debt issuance costs	188		172
Total long-term debt and capital leases	$	18,006	$	18,983

(a) As of December 31, 2016, L+ equals 3 month LIBOR plus x%, with the exception of the Viento term loan, which is 6 month LIBOR plus x% and the Alpine term loan, the NRG Marsh Landing term loan, the Walnut Creek loan, and 2023 Term Loan Facility, which are 1 month LIBOR plus x%.

Long-term debt includes the following premiums/(discounts):

	As of December 31,
	2016			2015
	(In millions)
Term loan facility, due 2018 (a)	$	—		$	(3	)
Term loan facility, due 2023 (a)	(9		)	—
Peaker bonds, due 2019 (b)	—			(4		)
Yield, Inc. Convertible notes, due 2019	(10		)	(15		)
Yield, Inc. Convertible notes, due 2020	(17		)	(21		)
Midwest Generation, due 2019	(13		)	—
GenOn senior notes, due 2017 (c)	8			23
GenOn senior notes, due 2018 (c)	38			59
GenOn senior notes, due 2020 (c)	35			44
GenOn Americas Generation senior notes, due 2021 (c)	26			32
GenOn Americas Generation senior notes, due 2031 (c)	24			25
Total premium	$	82		$	140

(a) Term loan facility, due 2018 replaced with the Term loan facility due 2023. Discount of $1 million was related to current maturities in 2016.

(b) Repaid in 2016.    

(c) Premiums for long-term debt acquired in the GenOn acquisition represent adjustments to record the debt at fair value in connection with the acquisition.

Consolidated Annual Maturities

Annual payments based on the maturities of NRG's debt and capital leases for the years ending after December 31, 2016 are as follows:

	(In millions)
2017	$	1,222
2018	1,650
2019	839
2020	1,273
2021	1,157
Thereafter	13,192
Total	$	19,333

NRG Recourse Debt

Senior Notes

Issuance of 2026 Senior Notes

On May 23, 2016, NRG issued $1.0 billion in aggregate principal amount at par of 7.25% senior notes due 2026, or the 2026 Senior Notes. The 2026 Senior Notes are senior unsecured obligations of NRG and are guaranteed by certain of its subsidiaries. Interest is paid semi-annually beginning on November 15, 2016, until the maturity date of May 15, 2026. The proceeds from the issuance of the 2026 Senior Notes were utilized to repurchase a portion of the Senior Notes discussed below under 2016 Senior Note Repurchases.

Issuance of 2027 Senior Notes

On August 2, 2016, NRG issued $1.25 billion in aggregate principal amount at par of 6.625% senior notes due 2027, or the 2027 Senior Notes. The 2027 Senior Notes are senior unsecured obligations of NRG and are guaranteed by certain of its subsidiaries. Interest is paid semi-annually beginning on January 15, 2017, until the maturity date of January 15, 2027. The proceeds from the issuance of the 2027 Senior Notes were utilized to retire the Company's 8.250% senior notes due 2020 and reduce the balance of the Company's 7.875% senior notes due 2021.

2016 Senior Notes Repurchases

During the year ended December 31, 2016, the Company repurchased $3.0 billion in aggregate principal of its Senior Notes for $3.1 billion, which included accrued interest of $77 million. In connection with the repurchases, a $117 million loss on debt extinguishment was recorded, which included the write-off of previously deferred financing costs of $16 million.

	Principal Repurchased		Cash Paid (a)		Average Early Redemption Percentage
Amount in millions, except rates
7.625% senior notes due 2018 (b)	$	641	$	706	107.89	%
8.250% senior notes due 2020	1,058		1,129		103.12	%
7.875% senior notes due 2021 (c)	922		978		104.00	%
6.250% senior notes due 2022	108		105		94.73	%
6.625% senior notes due 2023	67		64		94.13	%
6.250% senior notes due 2024	171		163		94.52	%
Total	$	2,967	$	3,145

(a) Includes payment for accrued interest.

(b) $186 million of the redemptions financed by cash on hand.

(c) $193 million of the redemptions financed by cash on hand.

2015 Senior Notes Repurchases

During the year ended December 31, 2015, the Company repurchased $246 million in aggregate principal of its Senior Notes for $231 million, which included accrued interest of $5 million. In connection with the repurchases, a $19 million gain on debt extinguishment was recorded, which included the write-off of previously deferred financing costs of $2 million.

	Principal Repurchased		Cash Paid (a)		Average Early Redemption Percentage
Amount in millions, except rates
7.625% senior notes due 2018	$	92	$	97	102.23	%
8.250% senior notes due 2020	5		5		96.50	%
6.625% senior notes due 2023	54		47		85.97	%
6.250% senior notes due 2024	95		82		84.73	%
Total	$	246	$	231

(a) Includes payment for accrued interest.

Senior Notes Outstanding

As of December 31, 2016, NRG had seven outstanding issuances of senior notes, or Senior Notes:

i.7.875% senior notes, issued May 24, 2011 and due May 15, 2021, or the 2021 Senior Notes;

ii.6.625% senior notes, issued September 24, 2012 and due March 15, 2023, or the 2023 Senior Notes;

iii.6.250% senior notes, issued January 27, 2014 and due July 15, 2022, or the 2022 Senior Notes;

iv.6.250% senior notes, issued April 21, 2014 and due November 1, 2024, or the 2024 Senior Notes;

v.7.250% senior notes, issued May 23, 2016 and due May 15, 2026, or the 2026 Senior Notes; and

vi.6.625% senior notes, issued August 2, 2016 and due January 15, 2027, or the 2027 Senior Notes.

vii.7.625% senior notes, issued January 26, 2011 and due January 15, 2018, or the 2018 Senior Notes.

The Company periodically enters into supplemental indentures for the purpose of adding entities under the Senior Notes as guarantors.

The indentures and the forms of notes provide, among other things, that the Senior Notes will be senior unsecured obligations of NRG. The indentures also provide for customary events of default, which include, among others: nonpayment of principal or interest; breach of other agreements in the indentures; defaults in failure to pay certain other indebtedness; the rendering of judgments to pay certain amounts of money against NRG and its subsidiaries; the failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the Holders of at least 25% in principal amount of the then outstanding series of Senior Notes may declare all of the Senior Notes of such series to be due and payable immediately. The terms of the indentures, among other things, limit NRG's ability and certain of its subsidiaries' ability to return capital to stockholders, grant liens on assets to lenders and incur additional debt. Interest is payable semi-annually on the Senior Notes until their maturity dates.

2021 Senior Notes

On or after May 15, 2016, NRG may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period	Redemption Percentage
May 15, 2016 to May 14, 2017	103.938	%
May 15, 2017 to May 14, 2018	102.625	%
May 15, 2018 to May 14, 2019	101.313	%
May 15, 2019 and thereafter	100.000	%

2022 Senior Notes

At any time prior to July 15, 2017, NRG may redeem up to 35% of the aggregate principal amount of the 2022 Senior Notes, at a redemption price equal to 106.25% of the principal amount of the notes redeemed, plus accrued and unpaid interest, with an amount equal to the net cash proceeds of certain equity offerings.At any time prior to July 15, 2018, NRG may redeem all or a part of the 2022 Senior Notes, at a redemption price equal to 100% of the principal amount, accrued and unpaid interest to the redemption date, plus a premium. The premium is the greater of: (i) 1% of the principal amount of the notes; or (ii) the excess of the principal amount of the note over the following: the present value of 103.125% of the note, plus interest payments due on the note from the date of redemption through July 15, 2018, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50%. In addition, on or after July 15, 2018, NRG may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period	Redemption Percentage
July 15, 2018 to July 14, 2019	103.125	%
July 15, 2019 to July 14, 2020	101.563	%
July 15, 2020 and thereafter	100.000	%

2023 Senior Notes

Prior to September 15, 2017, NRG may redeem all or a portion of the 2023 Senior Notes at a price equal to 100% of the principal amount plus a premium and accrued and unpaid interest. The premium is the greater of: (i) 1% of the principal amount of the notes; or (ii) the excess of the principal amount of the note over the following: the present value of 103.313% of the note, plus interest payments due on the note from the date of redemption through September 15, 2017, discounted at a Treasury rate plus 0.50%. In addition, on or after September 15, 2017, NRG may redeem some or all of the 2023 Senior Notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period	Redemption Percentage
September 15, 2017 to September 14, 2018	103.313	%
September 15, 2018 to September 14, 2019	102.208	%
September 15, 2019 to September 14, 2020	101.104	%
September 15, 2020 and thereafter	100.000	%

2024 Senior Notes

At any time prior to May 1, 2017, NRG may redeem up to 35% of the aggregate principal amount of the 2024 Senior Notes, at a redemption price equal to 106.25% of the principal amount of the notes redeemed, plus accrued and unpaid interest, with an amount equal to the net cash proceeds of certain equity offerings.At any time prior to May 1, 2019, NRG may redeem all or a part of the 2024 Senior Notes, at a redemption price equal to 100% of the principal amount, accrued and unpaid interest to the redemption date, plus a premium. The premium is the greater of: (i) 1% of the principal amount of the notes; or (ii) the excess of the principal amount of the note over the following: the present value of 103.125% of the note, plus interest payments due on the note from the date of redemption through May 1, 2019 computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50%. In addition, on or after May 1, 2019, NRG may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period	Redemption Percentage
May 1, 2019 to April 30, 2020	103.125	%
May 1, 2020 to April 30, 2021	102.083	%
May 1, 2021 to April 30, 2022	101.042	%
May 1, 2022 and thereafter	100.000	%

2026 Senior Notes

At any time prior to May 15, 2019, NRG may redeem up to 35% of the aggregate principal amount of the 2026 Senior Notes, at a redemption price equal to 107.25% of the principal amount of the notes redeemed, plus accrued and unpaid interest, with an amount equal to the net cash proceeds of certain equity offerings. At any time prior to May 15, 2021, NRG may redeem all or a part of the 2026 Senior Notes, at a redemption price equal to 100% of the principal amount, accrued and unpaid interest to the redemption date, plus a premium. The premium is the greater of: (i) 1% of the principal amount of the notes; or (ii) the excess of the principal amount of the note over the following: the present value of 103.625% of the note, plus interest payments due on the note from the date of redemption through May 15, 2021 computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50%. In addition, on or after May 15, 2021, NRG may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period	Redemption Percentage
May 15, 2021 to May 14, 2022	103.625	%
May 15, 2022 to May 14, 2023	102.417	%
May 15, 2023 to May 14, 2024	101.208	%
May 15, 2024 and thereafter	100.000	%

2027 Senior Notes

At any time prior to July 15, 2019, NRG may redeem up to 35% of the aggregate principal amount of the 2027 Senior Notes, at a redemption price equal to 106.625% of the principal amount of the notes redeemed, plus accrued and unpaid interest, with an amount equal to the net cash proceeds of certain equity offerings.At any time prior to July 15, 2021 NRG may redeem all or a part of the 2027 Senior Notes, at a redemption price equal to 100% of the principal amount, accrued and unpaid interest to the redemption date, plus a premium. The premium is the greater of: (i) 1% of the principal amount of the notes; or (ii) the excess of the principal amount of the note over the following: the present value of 103.313% of the note, plus interest payments due on the note from the date of redemption through July 15, 2021 computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50%. In addition, on or after July 15, 2021, NRG may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption date:

Redemption Period	Redemption Percentage
July 15, 2021 to July14, 2022	103.313	%
July 15, 2022 to July 14, 2023	102.208	%
July 15, 2023 to July 14, 2024	101.104	%
July 15, 2024 and thereafter	100.000	%

Senior Credit Facility

On June 30, 2016, NRG replaced its Senior Credit Facility, consisting of its Term Loan Facility and Revolving Credit Facility with a new senior secured facility, or the 2016 Senior Credit Facility, which includes the following:

• A $1.9 billion term loan facility, or the 2023 Term Loan Facility, with a maturity date of June 30, 2023, which will pay interest at a rate of LIBOR plus 2.75%, with a LIBOR floor of 0.75%. The debt was issued at 99.50% of face value; the discount will be amortized to interest expense over the life of the loan. Repayments under the 2023 Term Loan Facility will consist of 0.25% of principal per quarter, with the remainder due at maturity. The proceeds of the new term loan facility as well as cash on hand were used to repay the 2018 Term Loan Facility balance outstanding. A $21 million loss on extinguishment of the Term Loan Facility was recorded during the second quarter of 2016, which consisted of the write-off of previously deferred financing costs. On January 24, 2017, NRG repriced the 2023 Term Loan Facility, reducing the interest rate margin by 50 basis points to LIBOR plus 2.25%, the LIBOR floor remains 0.75%.

• A $289 million revolving senior credit facility, or the Tranche A Revolving Facility, with a maturity date of July 1, 2018 and a $2.2 billion revolving senior credit facility, or the Tranche B Revolving Facility, with a maturity date of June 30, 2021, which will pay interest at a rate of LIBOR plus 2.25%.

The 2016 Senior Credit Facility is guaranteed by substantially all of NRG's existing and future direct and indirect subsidiaries, with certain customary or agreed-upon exceptions for unrestricted foreign subsidiaries, and certain other subsidiaries, including GenOn, NRG Yield, Inc. and their respective subsidiaries. The capital stock of these guarantor subsidiaries has been pledged for the benefit of the 2016 Senior Credit Facility's lenders.

The 2016 Senior Credit Facility is also secured by first-priority perfected security interests in substantially all of the property and assets owned or acquired by NRG and its subsidiaries, other than certain limited exceptions. These exceptions include assets of certain unrestricted subsidiaries, equity interests in certain of NRG's affiliates that have non-recourse debt financing, including GenOn, NRG Yield, Inc. and their respective subsidiaries, and voting equity interests in excess of 66% of the total outstanding voting equity interest of certain of NRG's foreign subsidiaries.

Tax Exempt Bonds

	As of December 31,
	2016		2015		Interest Rate %
Amount in millions, except rates
Indian River Power tax exempt bonds, due 2040	$	57	$	57	6.000
Indian River Power LLC, tax exempt bonds, due 2045	190		190		5.375
Dunkirk Power LLC, tax exempt bonds, due 2042	59		59		5.875
City of Texas City, tax exempt bonds, due 2045	22		22		4.125
Fort Bend County, tax exempt bonds, due 2038	54		54		4.750
Fort Bend County, tax exempt bonds, due 2042	73		73		4.750
Total	$	455	$	455

NRG Non-Recourse Debt

The following are descriptions of certain indebtedness of NRG's subsidiaries that are outstanding as of December 31, 2016. All of NRG's non-recourse debt is secured by the assets in the respective GenOn subsidiaries and project subsidiaries as further described below. The net assets in the GenOn and project subsidiaries are subject to restrictions, including the ability to transfer assets out of the subsidiaries. As of December 31, 2016, NRG had net assets of $4.9 billion that were deemed restricted for purposes of Rule 4-08(e)(3)(ii) of Regulation S-X.

The indebtedness described below is non-recourse to NRG, unless otherwise noted.

GenOn Senior Notes

	As of December 31,
	2016		2015		Interest Rate %
Amount in millions, except rates
Senior unsecured notes, due 2017	$	699	$	714	7.875
Senior unsecured notes, due 2018	687		708		9.500
Senior unsecured notes, due 2020	525		534		9.875
Total	$	1,911	$	1,956

Under the GenOn Senior Notes and the related indentures, the GenOn Senior Notes are the sole obligation of GenOn and are not guaranteed by any subsidiary or affiliate of GenOn. The GenOn Senior Notes are senior unsecured obligations of GenOn having no recourse to any subsidiary or affiliate of GenOn. The GenOn Senior Notes restrict the ability of GenOn and its subsidiaries to encumber their assets. The GenOn Senior Notes are subject to acceleration of GenOn's obligations thereunder upon the occurrence of certain events of default, including: (a) default in interest payment for 30 days, (b) default in the payment of principal or premium, if any, (c) failure after 90 days of specified notice to comply with any other agreements in the indenture, (d) certain cross-acceleration events, (e) failure by GenOn or its significant subsidiaries to pay certain final and non-appealable judgments after 90 days and (f) certain events of bankruptcy and insolvency.

2015 Repurchase of GenOn Senior Notes

During the fourth quarter of 2015, the Company repurchased $119 million in aggregate principal of the following outstanding Senior Notes for $108 million, including accrued interest.

	Principal Repurchased		Average Early Redemption Percentage		Gain on Debt Extinguishment
Amount in millions, except rates
Senior unsecured notes, due 2017	$	33	95.172	%	$	3
Senior unsecured notes, due 2018	25		90.950	%	5
Senior unsecured notes, due 2020	61		83.847	%	15
Total	$	119			$	23

2018 and 2020 GenOn Senior Notes

The GenOn Senior Notes due 2018 and 2020 and the related indentures restrict the ability of GenOn to incur additional liens and make certain restricted payments, including dividends and purchases of capital stock. In the event of a default or if restricted payment tests are not satisfied, GenOn would not be able to distribute cash to its parent, NRG. At December 31, 2016, GenOn failed the consolidated debt ratio component of the restricted payments test. Under the related indentures, the ability of GenOn to make restricted payments, including dividends, loans and advances to NRG, is limited to specified exclusions, including up to $250 million of such restricted payments. As of December 31, 2016, GenOn net assets of $368 million were deemed restricted for purposes of Rule 4-08(e)(3)(ii) of Regulation S-X.

Prior to maturity, GenOn may redeem the senior notes due 2018, in whole or in part, at a redemption price equal to 100% of the principal amount plus a premium and accrued and unpaid interest. The premium is the greater of: (i) 1% of the principal amount of the notes; or (ii) the excess of the following: the present value of 100% of the note, plus interest payments due on the note through maturity, discounted at a Treasury rate plus 0.50% over the principal amount of the note.

GenOn may redeem some or all of the Senior Notes due 2020 at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed to the first applicable redemption rate:

Redemption Period	Redemption Percentage
October 15, 2016 to October 14, 2017	103.292	%
October 15, 2017 to October 14, 2018	101.646	%
October 15, 2018 and thereafter	100.000	%

2017 GenOn Senior Notes

Prior to maturity, GenOn may redeem all or a part of the GenOn Senior Notes due 2017 at a redemption price equal to 100% of the notes plus a premium and accrued and unpaid interest. The premium is the greater of: (i) 1% of the principal amount of the notes; or (ii) the excess of the following: the present value of 100% of the note, plus interest payments due on the note through maturity, discounted at a Treasury rate plus 0.50% over the principal amount of the note.

GenOn Americas Generation Senior Notes

	As of December 31,
	2016		2015		Interest Rate %
Amount in millions, except rates
Senior unsecured notes, due 2021	$	392	$	398	8.500
Senior unsecured notes, due 2031	353		354		9.125
Total	$	745	$	752

The GenOn Americas Generation Senior Notes due 2021 and 2031 are senior unsecured obligations of GenOn Americas Generation, a wholly owned subsidiary of NRG, having no recourse to any subsidiary or affiliate of GenOn Americas Generation.

2015 Repurchase of GenOn Americas Generation Senior Notes

During the fourth quarter of 2015, the Company repurchased $155 million in aggregate principal of the following outstanding Senior Notes for $128 million, including accrued interest.

	Principal Repurchased		Average Early Redemption Percentage		Gain on Debt Extinguishment
Amount in millions, except rates
Senior unsecured notes, due 2021	$	84	84.910	%	$	20
Senior unsecured notes, due 2031	71		77.018	%	22
Total	$	155			$	42

2021 and 2031 GenOn Americas Senior Notes

Prior to maturity, GenOn Americas Generation may redeem all or a part of the senior notes due 2021 and 2031 at a redemption price equal to 100% of the notes plus a premium and accrued and unpaid interest. The premium is the greater of: (i) the discounted present value of the then-remaining scheduled payments of principal and interest on the outstanding notes, discounted at a Treasury rate plus 0.375%, less the unpaid principal amount; and (ii) zero.

Yield Operating LLC Senior Notes

2024 Yield Operating Senior Notes

On August 5, 2014, Yield Operating issued $500 million of senior unsecured notes and utilized the proceeds to fund the acquisition of the Alta Wind Assets. The Yield Operating senior notes bear interest at 5.375% and mature in August 2024. Interest on the notes is payable semi-annually on February 15 and August 15 of each year, and commenced on February 15, 2015. The notes are senior unsecured obligations of Yield Operating and are guaranteed by NRG Yield LLC, Yield Operating’s parent company, and by certain of Yield Operating’s wholly owned current and future subsidiaries.

Yield LLC and Yield Operating LLC Revolving Credit Facility

NRG Yield LLC and its direct wholly owned subsidiary, NRG Yield Operating LLC, entered into a senior secured revolving credit facility, which can be used for cash and for the issuance of letters of credit. At December 31, 2016, there was $60 million of letters of credit issued under the revolving credit facility and no borrowing outstanding on the revolver.

Yield, Inc. Convertible Notes

2020 Yield Inc. Convertible Notes

On June 29, 2015, NRG Yield, Inc. closed on its offering of $287.5 million aggregate principal amount of 3.25% Convertible Senior Notes due 2020, or the 2020 Convertible Notes. The 2020 Convertible Notes are convertible, under certain circumstances, into NRG Yield, Inc. Class C common stock, cash or a combination thereof at an initial conversion price of $27.50 per Class C common share, which is equivalent to an initial conversion rate of approximately 36.3636 shares of Class C common stock per $1,000 principal amount of notes. Interest on the 2020 Convertible Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2015. The 2020 Convertible Notes mature on June 1, 2020, unless earlier repurchased or converted in accordance with their terms. Prior to the close of business on the business day immediately preceding December 1, 2019, the 2020 Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The 2020 Convertible Notes are accounted for in accordance with ASC 470-20, under which issuers of convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement, are required to separately account for the liability (debt) and equity (conversion option) components. The equity component, the $23 million conversion option value, was recorded to NRG's noncontrolling interest for NRG Yield, Inc. with the offset to debt discount. The debt discount is being amortized to interest expense over the term of the notes.

2019 Yield Inc. Convertible Notes

In the first quarter of 2014, NRG Yield, Inc. closed on its offering of $345 million aggregate principal amount of 3.50% Convertible Senior Notes due 2019, or the 2019 Convertible Notes. The 2019 Convertible Notes were convertible, under certain circumstances, into NRG Yield, Inc. Class A common stock, cash or a combination thereof at an initial conversion price of $46.55 per Class A common share, which is equivalent to an initial conversion rate of approximately 21.4822 shares of Class A common stock per $1,000 principal amount of 2019 Convertible Notes. Effective May 15, 2015, the conversion rate was adjusted to 42.9644 shares of Class A common stock per $1,000 principal amount of 2019 Convertible Notes in accordance with the terms of the related indenture. Interest on the 2019 Convertible Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2014. The 2019 Convertible Notes mature on February 1, 2019, unless earlier repurchased or converted in accordance with their terms. Prior to the close of business on the business day immediately preceding August 1, 2018, the 2019 Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The 2019 Convertible Notes are accounted for in accordance with ASC 470-20. The equity component, the $23 million conversion option value, was recorded to NRG's noncontrolling interest for NRG Yield, Inc. with the offset to debt discount. The debt discount is being amortized to interest expense over the term of the notes. The 2019 Convertible Notes are guaranteed by NRG Yield Operating LLC and NRG Yield LLC.

NRG Yield Operating 2026 Senior Notes

On August 18, 2016, NRG Yield Operating LLC issued $350 million of senior unsecured notes, or the NRG Yield Operating 2026 Senior Notes. The NRG Yield Operating 2026 Senior Notes bear interest of 5.00% and mature on September 15, 2026. Interest on the notes is payable semi-annually on March 15 and September 15 of each year, and will commence on March 15, 2017. The Yield Operating 2026 Senior Notes are senior unsecured obligations of NRG Yield Operating LLC and are guaranteed by NRG Yield LLC, and by certain of NRG Yield Operating LLC’s wholly owned current and future subsidiaries. A portion of the proceeds from the 2026 Senior Notes was used to repay NRG Yield Operating LLC's revolving credit facility.

Project Financings

The following are descriptions of certain indebtedness of NRG's project subsidiaries that are outstanding as of December 31, 2016.

Aqua Caliente Holdco Financing Agreement

On February 17, 2017, Agua Caliente Borrower I LLC and Agua Caliente Borrower II LLC, Agua Caliente Holdco, the indirect owners of the Agua Caliente solar facility, issued $130 million of senior secured notes under the Agua Caliente Holdco Financing Agreement, or 2038 Agua Caliente Holdco Notes, that bear interest at 5.43% and mature on December 31, 2038. Net proceeds were distributed to the Company.

Utah Portfolio

As part of the 2016 utility-scale solar and wind acquisition on November 2, 2016, as discussed in Note 3, Business Acquisitions and Dispositions, NRG recorded $222 million of non-recourse project level debt. As of term conversion for the three associated debt facilities, the Company borrowed an additional $65 million of non-recourse debt. Each facility bears interest of LIBOR plus 2.625% and matures on December 16, 2022.

Thermal Financing

On October 31, 2016, NRG Energy Center Minneapolis LLC, a subsidiary of NRG Yield, Inc., received proceeds of $125 million from the issuance of 3.55% Series D notes due October 31, 2031, or the Series D Notes, and entered into a shelf facility for the anticipated issuance of an additional $70 million of notes. The Series D Notes are secured by substantially all of the assets of NRG Energy Center Minneapolis LLC. NRG Thermal LLC has guaranteed the indebtedness and its guarantee is secured by a pledge of the equity interests in all of NRG Thermal LLC’s subsidiaries. NRG Energy Center Minneapolis LLC distributed the proceeds of the Series D Notes to NRG Thermal LLC, who in turn distributed the proceeds to NRG Yield Operating LLC to be utilized for general corporate purposes, including potential acquisitions.

Alta Wind X and Alta Wind XI due 2021

On June 30, 2015, the Company entered into a tax equity financing arrangement through which Yield Operating, a subsidiary of NRG Yield, Inc., received $119 million in net proceeds. These proceeds, as well as proceeds obtained from the June 29, 2015, NRG Yield, Inc. common stock issuance and the 2020 Convertible Notes issuance, were utilized to repay all of the outstanding project indebtedness associated with Alta Wind X and Alta Wind XI facilities. The Company also settled interest rate swaps associated with the project level debt for Alta Wind X and Alta Wind XI and incurred a fee of $17 million.

Alta Wind lease financing arrangements

Alta Wind Holdings (Alta Wind II - V) and Alta I have finance lease obligations issued under lease transactions whereby the respective operating entities sold and leased back undivided interests in specific assets of the projects. All of the assets of Alta I-V are pledged as collateral under these arrangements. The sale and related lease transactions are accounted for as financing arrangements as the operating entities have continued involvement with the property.

Amount in millions, except rates	Lease Financing Arrangement				Letter of Credit Facility
Non-Recourse Debt	Amount Outstanding as of December 31, 2016		Interest Rate	Maturity Date	Amount Outstanding as of December 31, 2016		Interest Rate	Maturity Date
Alta Wind I	$	242	7.015%	12/30/2034	$	16	3.250%	1/5/2021
Alta Wind II	191		5.696%	12/30/2034	27		2.750%	6/30/2017& 12/31/2017
Alta Wind III	198		6.067%	12/30/2034	27		2.750%	various
Alta Wind IV	128		5.938%	12/30/2034	19		2.750%	various
Alta Wind V	206		6.071%	6/30/2035	30		2.750%	various
Total	$	965			$	119

High Lonesome Mesa Facility

Prior to the Company's acquisition of EME, an intercompany tax credit agreement related to the High Lonesome Mesa facility was terminated. The termination resulted in an event of default under the project financing arrangement. The Company received additional default notices for various items. The facility is secured by the assets of High Lonesome Mesa and is non-recourse to NRG.

On November 3, 2015, the lender sent a notice of acceleration and indicated that it would accept the Company's interest in the assets in lieu of repayment. On January 27, 2016, High Lonesome Mesa, LLC, or HLM, filed at FERC for approval to transfer 100% of the ownership interests in HLM to subsidiaries of the lien holders, Macquarie Bank Limited and Hannon Armstrong Capital, LLC. On March 2, 2016 HLM received FERC approval and on March 31, 2016 the Company transferred 100% of its interest in HLM to the lien holders and deconsolidated HLM.

Dandan Financing

In December 2013, NRG, through its wholly-owned subsidiary, NRG Solar Dandan LLC, or Dandan, entered into a credit agreement with a bank, or the Dandan Financing Agreement, for a $81 million construction loan and a $23 million cash grant loan. On January 29, 2016, the construction loan converted to a $79 million term loan with $23 million outstanding under the cash grant loan. In addition, a $4 million debt service letter of credit was issued replacing the $5 million construction letter of credit that was outstanding at year end. In November 2016, Dandan repaid the $23 million outstanding under the cash grant loan, including accrued interest and breakage fees, with the proceeds received from the U.S. Treasury Department. As of December 31, 2016, $76 million was outstanding under the term loan and $4 million in letters of credit in support of the project were issued.

El Segundo Energy Center Credit Agreement

On May 29, 2015, NRG West Holdings LLC amended its financing agreement to increase borrowings under the Tranche A facility by $5 million and to reduce the related interest rate to LIBOR plus an applicable margin of 1.625% from May 29, 2015, to August 31, 2017, LIBOR plus an applicable margin of 1.75% from September 1, 2017, to August 31, 2020, and LIBOR plus 1.875% from September 1, 2020, through the maturity date; and to reduce Tranche B loan interest rate to LIBOR plus an applicable margin of 2.25% from May 29, 2015, to August 31, 2017, LIBOR plus 2.375% from September 1, 2017, to August 31, 2020, and LIBOR plus an applicable margin of 2.50% from September 1, 2020, through the maturity date and to reduce the working capital facility by $9 million. The proceeds of the increased borrowing were used to pay costs associated with the refinancing. Further, the amendment resulted in a $7 million loss on debt extinguishment.

As of December 31, 2016, under the West Holdings Credit Agreement, West Holdings had outstanding $385 million under the Tranche A Facility, $58 million under the Tranche B Facility, issued a $33 million letter of credit in support of the PPA, issued a $1 million letter of credit under the working capital facility, and issued a $48 million letter of credit under the facility in support of its debt service requirements.

Peakers

On June 30, 2016, in contemplation of the sale of Rockford as further discussed in Note 3, Business Acquisitions and Dispositions, NRG Peaker Finance Company LLC elected to redeem all of the outstanding bonds at a redemption price equal to the principal amount plus a redemption premium, accrued and unpaid interest, swap breakage, and other fees, totaling approximately $85 million in connection with the removal of NRG Rockford LLC, and NRG Rockford II, LLC from the peaker financing collateral package. The Company recognized a $3 million loss on extinguishment of the debt related to the write-off of unamortized discount during the second quarter of 2016. On July 12, 2016, NRG completed the sale of the Rockford generating stations.

Midwest Generation

On April 7, 2016, Midwest Generation, LLC, or MWG, entered into an agreement to sell certain quantities of unforced capacity that has cleared various PJM Reliability Pricing Model auctions to a trading counterparty for net proceeds of $253 million. MWG will continue to operate the applicable generation facilities and remains responsible for performance penalties and eligible for performance bonus payments, if any. Accordingly, MWG will continue to account for all revenues and costs as before; however, the proceeds will be recorded as a financing obligation while capacity payments by PJM to the counterparty will be reflected as debt amortization and interest expense through the end of the 2018/19 delivery year. MWG will amortize the upfront discount to interest expense, at an effective interest rate of 4.39%, over the term of the arrangement, through June 2019. As of December 31, 2016, $218 million was outstanding.

CVSR

On July 15, 2016, CVSR Holdco LLC, the indirect owner of the CVSR project, issued $200 million of senior secured notes.  The $199 million of net proceeds from the notes were distributed to a subsidiary of NRG and NRG Yield Operating LLC, the owners of CVSR Holdco LLC, based on their pro-rata ownership. The notes were issued at par and bear an interest rate at 4.68%. Interest is payable semi-annually beginning on September 30, 2016, until the maturity date of March 31, 2037.

Capistrano Refinancing

On July 13, 2016, Cedro Hill, Broken Bow and Crofton Bluffs, subsidiaries of Capistrano Wind Partners, each amended their respective credit facilities to increase borrowings to a total of $312 million and to lower their respective interest rates. The net proceeds of $87 million, were distributed to Capistrano Wind Partners and subsequently distributed to the holders of the Class B preferred equity interests of Capistrano Wind Partners.

Interest Rate Swaps — Project Financings

Many of NRG's project subsidiaries entered into interest rate swaps, intended to hedge the risks associated with interest rates on non-recourse project level debt. These swaps amortize in proportion to their respective loans and are floating for fixed where the project subsidiary pays its counterparty the equivalent of a fixed interest payment on a predetermined notional value and will receive quarterly the equivalent of a floating interest payment based on the same notional value. All interest rate swap payments by the project subsidiary and its counterparty are made quarterly, and the LIBOR is determined in advance of each interest period. The following table summarizes the swaps, some of which are forward starting as indicated, related to NRG's project level debt as of December 31, 2016.

	% of Principal		Fixed Interest Rate		Floating Interest Rate	Notional Amount at December 31, 2016 (In millions)		Effective Date	Maturity Date
Recourse Debt
NRG Energy	85	%	various		1-mo. LIBOR	$	1,000	June 30, 2016	June 30, 2021
Non-Recourse Debt
El Segundo Energy Center	75	%	2.417	%	3-mo. LIBOR	330		November 30, 2011	August 31, 2023
South Trent Wind LLC	75	%	3.265	%	3-mo. LIBOR	43		June 15, 2010	June 14, 2020
South Trent Wind LLC	75	%	4.95	%	3-mo. LIBOR	21		June 30, 2020	June 14, 2028
NRG Solar Roadrunner LLC	75	%	4.313	%	3-mo. LIBOR	28		September 30, 2011	December 31, 2029
NRG Solar Alpine LLC	85	%	2.744	%	3-mo. LIBOR	115		various	December 31, 2029
NRG Solar Alpine LLC	85	%	2.421	%	3-mo. LIBOR	8		June 24, 2014	June 30, 2025
NRG Solar Avra Valley LLC	85	%	2.333	%	3-mo. LIBOR	49		November 30, 2012	November 30, 2030
NRG Marsh Landing	75	%	3.244	%	3-mo. LIBOR	342		June 28, 2013	June 30, 2023
Iron Springs	80	%	2.555	%	1-mo. LIBOR	34		December 15, 2016	September 30, 2036
Four Brothers	80	%	2.567	%	1-mo. LIBOR	141		December 15, 2016	September 30, 2036
Granite Mountain	80	%	2.557	%	1-mo. LIBOR	56		December 15, 2016	September 30, 2036
DGPV 4	85	%	various		3-mo. LIBOR	19		various	various
Other	75	%	various		various	142		various	various
EME Project Financings
Broken Bow	75	%	various		3-mo. LIBOR	58		various	various
Cedro Hill	90	%	various		3-mo. LIBOR	147		various	various
Crofton Bluffs	75	%	various		3-mo. LIBOR	38		various	various
Laredo Ridge	75	%	2.310	%	3-mo. LIBOR	79		March 31, 2011	March 31, 2026
Tapestry	75	%	2.210	%	3-mo. LIBOR	155		December 30, 2011	December 21, 2021
Tapestry	50	%	3.570	%	3-mo. LIBOR	60		December 21, 2021	December 21, 2029
Viento Funding II	90	%	various		6-mo. LIBOR	160		various	various
Viento Funding II	90	%	4.985	%	6-mo. LIBOR	65		July 11, 2023	June 30, 2028
Walnut Creek Energy	75	%	various		3-mo. LIBOR	276		June 28, 2013	May 31, 2023
WCEP Holdings	90	%	4.003	%	3-mo. LIBOR	46		June 28, 2013	May 21, 2023
Alta Wind Project Financings
AWAM	100	%	2.470	%	3-mo. LIBOR	18		May 22, 2013	May 15, 2031
Total						$	3,430