Debt and Capital Leases

This footnote should be read in conjunction with the complete description under Note 12, Debt and Capital Leases, to the Company's 2014 Form 10-K. Long-term debt and capital leases consisted of the following:



(In millions, except rates)	March 31, 2015		December 31, 2014		Current interest rate % ^(a)

Recourse debt:
Senior notes, due 2018	$	1,130	$	1,130	7.625
Senior notes, due 2020	1,063		1,063		8.250
Senior notes, due 2021	1,128		1,128		7.875
Senior notes, due 2022	1,100		1,100		6.250
Senior notes, due 2023	990		990		6.625
Senior notes, due 2024	1,000		1,000		6.250
Term loan facility, due 2018	1,978		1,983		L+2.00
Tax-exempt bonds	434		406		4.125 - 6.00
Subtotal NRG recourse debt	8,823		8,800
Non-recourse debt:
GenOn senior notes	2,121		2,133		7.875 - 9.875
GenOn Americas Generation senior notes	926		929		8.500 - 9.125
GenOn Other	60		60		various
Subtotal GenOn debt (non-recourse to NRG)	3,107		3,122
NRG Yield Operating LLC Senior Notes, due 2024	500		500		5.375
NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility, due 2019	195		—		L+2.25
NRG Yield, Inc. Convertible Senior Notes, due 2019	327		326		3.500
NRG West Holdings LLC, due 2023 (El Segundo Energy Center)	484		506		L+2.25 - L+2.875
NRG Marsh Landing, due 2017 and 2023	457		464		L+1.75 - L+1.875
Alta Wind I - V lease financing arrangements, due 2034 and 2035	1,036		1,036		5.696-7.015
Alta Wind X, due 2021	300		300		L+2.00
Alta Wind XI, due 2021	191		191		L+2.00
Walnut Creek, term loans due 2023	384		391		L+1.625
Tapestry Wind LLC, due 2021	188		192		L+1.625
Laredo Ridge Wind LLC, due 2026	107		108		L+1.875
NRG Solar Alpine LLC, due 2022	162		163		L+1.750
NRG Energy Center Minneapolis LLC, due 2017 and 2025	119		121		5.95 - 7.25
NRG Yield - other	487		489		various
Subtotal NRG Yield debt (non-recourse to NRG)	4,937		4,787
Ivanpah Financing, due 2033 and 2038	1,179		1,187		2.285 - 4.256
Agua Caliente Solar LLC, due 2037	907		898		2.395 - 3.633
CVSR High Plains Ranch II LLC, due 2037	802		815		2.339 - 3.775
Viento Funding II, Inc., due 2023	196		196		L+2.75
NRG Peaker Finance Co. LLC, bonds due 2019	101		100		L+1.07
Cedro Hill Wind LLC, due 2025	108		111		L+3.125
NRG - other	349		350		various
Subtotal NRG non-recourse debt	3,642		3,657
Subtotal non-recourse debt (including GenOn and NRG Yield)	11,686		11,566
Subtotal long-term debt (including current maturities)	20,509		20,366
Capital leases:
Chalk Point capital lease, due 2015	3		5		8.190
Other	3		3		various
Subtotal long-term debt and capital leases (including current maturities)	20,515		20,374
Less current maturities	465		474
Total long-term debt and capital leases	$	20,050	$	19,900

(a) As of March 31, 2015, L+ equals 3 month LIBOR plus x%, with the exception of the Viento Funding II term loan which is 6 month LIBOR plus x% and the NRG West Holdings LLC term loan, NRG Marsh Landing term loan, Walnut Creek term loan, and NRG Yield Operating LLC Revolving Credit facility which are 1 month LIBOR plus x%.

NRG Recourse Debt

Senior Notes

Issuance of 2022 Senior Notes

On January 27, 2014, NRG issued $1.1 billion in aggregate principal amount at par of 6.25% senior notes due 2022. The notes are senior unsecured obligations of NRG and are guaranteed by certain of its subsidiaries. Interest is payable semi-annually beginning on July 15, 2014, until the maturity date of July 15, 2022. The proceeds were utilized to redeem the 8.5% and 7.625% 2019 Senior Notes, as described below, and to fund the acquisition of EME.

Redemptions of 8.5% and 7.625% 2019 Senior Notes

On February 10, 2014, the Company redeemed $308 million of its 8.5% 2019 Senior Notes and $91 million of its 7.625% 2019 Senior Notes through a tender offer, at an average early redemption percentage of 106.992% and 105.500%, respectively. A $33 million loss on debt extinguishment of the 8.5% and 7.625% 2019 Senior Notes was recorded during the three months ended March 31, 2014, primarily consisting of the premiums paid on the redemption and the write-off of previously deferred financing costs.

NRG Non-Recourse Debt

The Company has non-recourse debt that is secured by acquired or developed projects that are held in several of its subsidiaries. In the event of a bankruptcy, receivership, liquidation or similar event involving a subsidiary, the assets of such subsidiary would be used to satisfy claims of creditors of the subsidiary, including liabilities under the non-recourse debt associated with such subsidiaries, rather than the creditors of NRG. As described in Note 3, Business Acquisitions and Dispositions, through the Company's acquisitions of EME on April 1, 2014 and Alta Wind on August 12, 2014, the Company acquired approximately $1.2 billion and $1.6 billion of non-recourse debt respectively.

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. As a result, the balance under the project financing arrangement is classified as current and the lender can request repayment at any time. The facility is secured by the assets of High Lonesome Mesa and is non-recourse to NRG.

NRG Yield, Inc. Convertible Notes

During 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 NRG Yield Convertible Notes. The NRG Yield Convertible Notes are 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 NRG Yield Convertible Notes. Interest on the NRG Yield Convertible Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2014. The NRG Yield 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 NRG Yield 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 notes are accounted for in accordance with ASC 470-20. Under ASC 470-20, 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 will be amortized to interest expense over the term of the notes.

NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility

NRG Yield LLC and Yield Operating entered into a senior secured revolving credit facility, which provides a revolving line of credit of $60 million. On April 25, 2014, NRG Yield LLC and Yield Operating amended the revolving credit facility to increase the available line of credit to $450 million and extend its maturity to April 2019. The revolving credit facility can be used for cash or for the issuance of letters of credit. On January 2, 2015, NRG Yield borrowed $210 million under the revolving credit facility to fund the acquisition of Walnut Creek, Laredo Ridge and the Tapestry projects. On February 2, 2015, NRG Yield made an optional repayment of $15 million of principal. In addition, there were $36 million of letters of credit issued under the revolving credit facility as of March 31, 2015.

Peakers

On February 21, 2014, NRG Peaker Finance Company LLC elected to redeem approximately $30 million 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 $35 million in connection with the removal of Bayou Cove Peaking Power LLC from the peaker financing collateral package, which also involved limited commitments for certain repairs on other assets that were funded concurrently with the December 10, 2013, debt service payment. On March 3, 2014, Bayou Cove Peaking Power LLC sold Bayou Cove Unit 1, which the Company continues to manage and operate.