Long-term Debt

This footnote should be read in conjunction with the complete description under Note 10, Long-term Debt, to the consolidated financial statements for the year ended December 31, 2016 included in the Company's May 9, 2017 Form 8-K. Long-term debt consisted of the following:



	September 30, 2017			December 31, 2016			September 30, 2017, interest rate % ^(a)	Letters of Credit Outstanding at September 30, 2017
	(In millions, except rates)
2019 Convertible Notes	$	345		$	345		3.500
2020 Convertible Notes	288			288			3.250
2024 Senior Notes	500			500			5.375
2026 Senior Notes	350			350			5.000
Project-level debt:
Agua Caliente Borrower 2, due 2038	41			—			5.430	17
Alpine, due 2022	138			145			L+1.750	37
Alta Wind I - V lease financing arrangements, due 2034 and 2035	940			965			5.696 - 7.015	103
CVSR, due 2037	746			771			2.339 - 3.775	—
CVSR Holdco Notes, due 2037	194			199			4.680	13
El Segundo Energy Center, due 2023	400			443			L+1.75 - L+2.375	102
Energy Center Minneapolis, due 2017 and 2025	82			96			5.950 -7.250	—
Energy Center Minneapolis Series D Notes, due 2031	125			125			3.550	—
Laredo Ridge, due 2028	96			100			L+1.875	10
Marsh Landing, due 2017 and 2023	334			370			L+1.750 - L+1.875	34
Tapestry, due 2021	165			172			L+1.625	20
Utah Solar Portfolio, due 2022	284			287			L+2.625	13
Viento, due 2023	169			178			L+3.00	27
Walnut Creek, due 2023	279			310			L+1.625	49
Other	425			440			Various	37
Subtotal project-level debt:	4,418			4,601
Total debt	5,901			6,084
Less current maturities	(300		)	(291		)
Less net debt issuance costs	(61		)	(70		)
Less discounts ^(b)	(20		)	(27		)
Total long-term debt	$	5,520		$	5,696

^(a)As of September 30, 2017, L+ equals 3 month LIBOR plus x%, except for the Utah Solar Portfolio, where L+ equals 1 month LIBOR plus x%

^(b)Discounts relate to the 2019 Convertible Notes and 2020 Convertible Notes.

The financing arrangements listed above contain certain covenants, including financial covenants that the Company is required to be in compliance with during the term of the respective arrangement. As of September 30, 2017, the Company was in compliance with all of the required covenants.

The discussion below describes material changes to or additions of long-term debt for the nine months ended September 30, 2017.

NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility

As of September 30, 2017, there were no outstanding borrowings under the revolving credit facility and the Company had $68 million of letters of credit outstanding.

Thermal Financing

On March 16, 2017, NRG Energy Center Minneapolis LLC, a subsidiary of NRG Thermal LLC, amended the shelf facility of its existing Thermal financing arrangement to allow for the issuance of an additional $10 million of Series F notes at a 4.60% interest rate, or Series F Notes, increasing the total principal amount of notes available for issuance under the shelf facility to $80 million. The Series F Notes will be 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.

Financing Related to the March 2017 Drop Down Assets

Agua Caliente Borrower 2, due 2038

On February 17, 2017, Agua Caliente Borrower 1 LLC, an indirect subsidiary of NRG, and Agua Caliente Borrower 2 LLC, issued $130 million of senior secured notes under the Agua Caliente Borrower 1 LLC and Agua Caliente Borrower 2 LLC financing agreement, or Agua Caliente Holdco Financing Agreement, that bear interest at 5.43% and mature on December 31, 2038. As described in Note 3, Business Acquisitions, on March 27, 2017, the Company acquired Agua Caliente Borrower 2 LLC from NRG as part of the March 2017 Drop Down Assets acquisition and assumed NRG's portion of senior secured notes under the Agua Caliente Holdco Financing Agreement. Agua Caliente Borrower 2 LLC holds $41 million of the Agua Caliente Holdco debt as of September 30, 2017. The debt is joint and several with respect to Agua Caliente Borrower 1 LLC and Agua Caliente Borrower 2 LLC and is secured by the equity interests of each borrower in the Agua Caliente solar facility.

Utah Solar Portfolio, due 2022

As part of the March 2017 Drop Down Assets acquisition, the Company assumed non-recourse debt of $287 million relating to the Utah Solar Portfolio at an interest rate of LIBOR plus 2.625%. The debt matures on December 16, 2022. The $287 million consisted of $222 million outstanding at the time of NRG's acquisition of the Utah Solar Portfolio on November 2, 2016, and additional borrowings of $65 million, net of debt issuance costs, incurred during 2016. The Company holds $284 million of the Utah Solar Portfolio debt as of September 30, 2017.