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 |