Clearway Energy LLC - FORM 10-Q

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EX-31.1 - EXHIBIT 31.1 - Clearway Energy LLC	yieldllcex3112018q2.htm
EX-32.2 - EXHIBIT 32.2 - Clearway Energy LLC	yieldllcex322018q2.htm
EX-31.3 - EXHIBIT 31.3 - Clearway Energy LLC	yieldllcex3132018q2.htm
EX-31.2 - EXHIBIT 31.2 - Clearway Energy LLC	yieldllcex3122018q2.htm
EX-4.4 - EXHIBIT 4.4 - Clearway Energy LLC	yieldincex442018q2.htm
EX-4.3 - EXHIBIT 4.3 - Clearway Energy LLC	yieldincex432018q2.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



x		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

		For the Quarterly Period Ended: June 30, 2018

o		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 333-203369

NRG Yield LLC

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)		32-0407370 (I.R.S. Employer Identification No.)

804 Carnegie Center, Princeton, New Jersey (Address of principal executive offices)		08540 (Zip Code)

(609) 524-4500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (Note: The registrant is a voluntary filer and not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. Although not subject to these filing requirements, the registrant has filed all reports that would have been required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months had the registrant been subject to such requirements.) Yes o No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o	Emerging growth company o
		(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As of July 31, 2018, there were 34,586,250 Class A units outstanding, 42,738,750 Class B units outstanding, 69,129,643 Class C units outstanding, and 42,738,750 Class D units outstanding. There is no public market for the registrant's outstanding units.

NOTE: WHEREAS NRG YIELD LLC MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q, THIS FORM 10-Q IS BEING FILED WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).

TABLE OF CONTENTS

Index



CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION	3
GLOSSARY OF TERMS	4
PART I — FINANCIAL INFORMATION	7
ITEM 1 — FINANCIAL STATEMENTS AND NOTES	7
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	47
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	60
ITEM 4 — CONTROLS AND PROCEDURES	60
PART II — OTHER INFORMATION	61
ITEM 1 — LEGAL PROCEEDINGS	61
ITEM 1A — RISK FACTORS	61
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	61
ITEM 3 — DEFAULTS UPON SENIOR SECURITIES	61
ITEM 4 — MINE SAFETY DISCLOSURES	61
ITEM 5 — OTHER INFORMATION	61
ITEM 6 — EXHIBITS	62
SIGNATURES	63

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q of NRG Yield LLC, together with its consolidated subsidiaries, or the Company, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words "believes," "projects," "anticipates," "plans," "expects," "intends," "estimates" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors, risks and uncertainties include the factors described under Item 1A — Risk Factors in Part I, of the Company's Annual Report on Form 10-K for the year ended December 31, 2017, as well as the following:


•	The Company's ability to maintain and grow its quarterly distributions;


•	Potential risks to the Company as a result of the NRG Transaction;


•	The Company's ability to successfully identify, evaluate and consummate acquisitions from third parties;


•	The Company's ability to acquire assets from NRG and, following the consummation of the NRG Transaction, the Company's ability to acquire assets under a new right of first offer agreement;


•	The Company's ability to raise additional capital due to its indebtedness, corporate structure, market conditions or otherwise;


•	Changes in law, including judicial decisions;

•

Hazards customary to the power production industry and power generation operations such as fuel and electricity price volatility, unusual weather conditions (including wind and solar conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that the Company may not have adequate insurance to cover losses as a result of such hazards;


•	The Company's ability to operate its businesses efficiently, manage maintenance capital expenditures and costs effectively, and generate earnings and cash flows from its asset-based businesses in relation to its debt and other obligations;


•	The willingness and ability of counterparties to the Company's offtake agreements to fulfill their obligations under such agreements;


•	The Company's ability to enter into contracts to sell power and procure fuel on acceptable terms and prices as current offtake agreements expire;


•	Government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs and environmental laws;


•	Operating and financial restrictions placed on the Company that are contained in the project-level debt facilities and other agreements of certain subsidiaries and project-level subsidiaries generally, in the NRG Yield Operating LLC amended and restated revolving credit facility and in the indentures governing the Senior Notes;


•	Cyber terrorism and inadequate cybersecurity, or the occurrence of a catastrophic loss and the possibility that the Company may not have adequate insurance to cover losses resulting from such hazards or the inability of the Company's insurers to provide coverage;


•	The Company's ability to engage in successful mergers and acquisitions activity; and


•	The Company's ability to borrow additional funds and access capital markets, as well as the Company's substantial indebtedness and the possibility that the Company may incur additional indebtedness going forward.

Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause the Company's actual results to differ materially from those contemplated in any forward-looking statements included in this Quarterly Report on Form 10-Q should not be construed as exhaustive.

GLOSSARY OF TERMS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:



2017 Form 10-K		NRG Yield LLC's Annual Report on Form 10-K for the year ended December 31, 2017
2024 Senior Notes		$500 million aggregate principal amount of 5.375% unsecured senior notes due 2024, issued by NRG Yield Operating LLC
2026 Senior Notes		$350 million aggregate principal amount of 5.00% unsecured senior notes due 2026, issued by NRG Yield Operating LLC
Adjusted EBITDA		Represents EBITDA adjusted for mark-to-market gains or losses, asset write offs and impairments; and factors which the Company does not consider indicative of future operating performance
ASC		The FASB Accounting Standards Codification, which the FASB established as the source of authoritative GAAP
ASU		Accounting Standards Updates - updates to the ASC
ATM Program		At-The-Market Equity Offering Program
August 2017 Drop Down Assets		The remaining 25% interest in NRG Wind TE Holdco, an 814 net MW portfolio of twelve wind projects, acquired from NRG on August 1, 2017
Buckthorn Solar Drop Down Asset		Buckthorn Renewables, LLC, which owns 100% of Buckthorn Solar Portfolio, LLC, which was acquired by NRG Yield Operating LLC from NRG on March 30, 2018
Buffalo Bear		Buffalo Bear, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Buffalo Bear project
CAFD		Cash Available for Distribution (CAFD) is Adjusted EBITDA plus cash distributions/return of investment from unconsolidated affiliates, cash receipts from notes receivable, cash distributions from noncontrolling interests, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata Adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness, Walnut Creek investment payments, and changes in prepaid and accrued capacity payments
Company		NRG Yield LLC, together with its consolidated subsidiaries
CVSR		California Valley Solar Ranch
CVSR Drop Down		The Company's acquisition from NRG of the remaining 51.05% interest of CVSR Holdco
CVSR Holdco		CVSR Holdco LLC, the indirect owner of CVSR
DGPV Holdco 1		NRG DGPV Holdco 1 LLC
DGPV Holdco 2		NRG DGPV Holdco 2 LLC
DGPV Holdco 3		NRG DGPV Holdco 3 LLC
Distributed Solar		Solar power projects, typically less than 20 MW in size, that primarily sell power produced to customers for usage on site, or are interconnected to sell power into the local distribution grid
Drop Down Assets		Collectively, the June 2014 Drop Down Assets, January 2015 Drop Down Assets, November 2015 Drop Down Assets, CVSR Drop Down, March 2017 Drop Down Assets, August 2017 Drop Down Assets, November 2017 Drop Down Assets and Buckthorn Solar Drop Down Asset
Economic Gross Margin		Energy and capacity revenue less cost of fuels
El Segundo		El Segundo Energy Center LLC, the indirect, operating subsidiary of Natural Gas Repowering LLC, which owns the El Segundo Energy Center project
EPC		Engineering, Procurement and Construction
Exchange Act		The Securities Exchange Act of 1934, as amended
FASB		Financial Accounting Standards Board
GAAP		Accounting principles generally accepted in the U.S.
GenConn		GenConn Energy LLC
GIP		Global Infrastructure Partners
HLBV		Hypothetical Liquidation at Book Value
IASB		International Accounting Standards Board
ISO		Independent System Operator, also referred to as RTO
January 2015 Drop Down Assets		The Laredo Ridge, Tapestry and Walnut Creek projects, which were acquired by Yield Operating LLC from NRG on January 2, 2015
Kansas South		NRG Solar Kansas South LLC, the operating subsidiary of NRG Solar Kansas South Holdings LLC, which owns the Kansas South project



KPPH		Kilo Pascals Per Hour
Laredo Ridge		Laredo Ridge Wind, LLC, the operating subsidiary of Mission Wind Laredo, LLC, which owns the Laredo Ridge project
LIBOR		London Inter-Bank Offered Rate
March 2017 Drop Down Assets		(i) Agua Caliente Borrower 2 LLC, which owns a 16% interest (approximately 31% of NRG's 51% interest) in the Agua Caliente solar farm and (ii) NRG's 100% ownership in the Class A equity interests in the Utah Solar Portfolio (defined below), both acquired by the Company on March 27, 2017
Marsh Landing		NRG Marsh Landing LLC, formerly GenOn Marsh Landing LLC
MMBtu		Million British Thermal Units
MW		Megawatts
MWh		Saleable megawatt hours, net of internal/parasitic load megawatt-hours
MWt		Megawatts Thermal Equivalent
NECP		NRG Energy Center Pittsburgh LLC, a subsidiary of the Company
NERC		North American Electric Reliability Corporation
Net Exposure		Counterparty credit exposure to NRG Yield, Inc. net of collateral
November 2015 Drop Down Assets		75% of the Class B interests of NRG Wind TE Holdco, which owns a portfolio of 12 wind facilities totaling 814 net MW, which was acquired by Yield Operating LLC from NRG on November 3, 2015
November 2017 Drop Down Assets		38 MW portfolio of distributed and small utility-scale solar assets, primarily comprised of assets from NRG's Solar Power Partners (SPP) funds, in addition to other projects developed since the acquisition of SPP by NRG, which was acquired by NRG Yield Operating LLC from NRG on November 1, 2017
NRG		NRG Energy, Inc.
NRG Power Marketing		NRG Power Marketing LLC
NRG Transaction		On February 6, 2018, GIP entered into a purchase and sale agreement with NRG for the acquisition of NRG's full ownership interest in the Company and NRG's renewable energy development and operations platform. GIP, NRG and the Company also entered into a consent and indemnity agreement in connection with the purchase and sale agreement.
NRG Wind TE Holdco		NRG Wind TE Holdco LLC
OCI/OCL		Other comprehensive income/loss
O&M		Operation and Maintenance
Pinnacle		Pinnacle Wind, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Pinnacle project
PPA		Power Purchase Agreement
ROFO Agreement		Second Amended and Restated Right of First Offer Agreement between Yield, Inc. and NRG
ROFO Assets		Specified assets subject to sale, as described in the ROFO Agreement
RPV Holdco		NRG RPV Holdco 1 LLC
RTO		Regional Transmission Originator
SEC		U.S. Securities and Exchange Commission
Senior Notes		Collectively, the 2024 Senior Notes and the 2026 Senior Notes
SPP		Solar Power Partners
Taloga		Taloga Wind, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Taloga project
Tapestry		Collection of the Pinnacle, Buffalo Bear and Taloga projects
Tax Act		Tax Cuts and Jobs Act of 2017
Thermal Business		The Company's thermal business, which consists of thermal infrastructure assets that provide steam, hot water and/or chilled water, and in some instances electricity, to commercial businesses, universities, hospitals and governmental units
Third Amendment		Third Amendment to Amended and Restated Credit Agreement and Administrative Agent Resignation and Appointment Agreement, dated as of April 30, 2018



UPMC Thermal Project		The University of Pittsburgh Medical Center Thermal Project, a 73 MWt district energy system that allows NECP to provide steam, chilled water and 7.5 MW of emergency backup power service to UPMC.
U.S.		United States of America
Utah Solar Portfolio		Collection consists of Four Brothers Solar, LLC, Granite Mountain Holdings, LLC, and Iron Springs Holdings, LLC, which are equity investments owned by Four Brothers Capital, LLC, Granite Mountain Capital, LLC, and Iron Springs Capital, LLC, respectively, and are part of the March 2017 Drop Down Assets acquisition that closed on March 27, 2017
Utility Scale Solar		Solar power projects, typically 20 MW or greater in size (on an alternating current, or AC, basis), that are interconnected into the transmission or distribution grid to sell power at a wholesale level
VaR		Value at Risk
VIE		Variable Interest Entity
Walnut Creek		Walnut Creek Energy, LLC, the operating subsidiary of WCEP Holdings, LLC, which owns the Walnut Creek project
Yield, Inc.		NRG Yield, Inc.
Yield Operating LLC		NRG Yield Operating LLC, the holder of the project assets that belong to NRG Yield LLC

PART I - FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

NRG YIELD LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



	Three months ended June 30,						Six months ended June 30,
(In millions)	2018			2017^(a)			2018			2017 ^(a)
Operating Revenues
Total operating revenues	$	307		$	288		$	532		$	509
Operating Costs and Expenses
Cost of operations	74			77			163			162
Depreciation and amortization	82			79			163			156
General and administrative	6			6			11			10
Acquisition-related transaction and integration costs	1			1			2			2
Total operating costs and expenses	163			163			339			330
Operating Income	144			125			193			179
Other Income (Expense)
Equity in earnings of unconsolidated affiliates	29			16			33			35
Other income, net	1			1			2			2
Loss on debt extinguishment	—			—			—			(2		)
Interest expense	(68		)	(86		)	(120		)	(158		)
Total other expense, net	(38		)	(69		)	(85		)	(123		)
Net Income	106			56			108			56
Less: Loss attributable to noncontrolling interests	(56		)	(22		)	(93		)	(33		)
Net Income Attributable to NRG Yield LLC	$	162		$	78		$	201		$	89

^(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.

See accompanying notes to consolidated financial statements.

NRG YIELD LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three months ended June 30,						Six months ended June 30,
(In millions)	2018			2017^(a)			2018			2017 ^(a)
Net Income	$	106		$	56		$	108		$	56
Other Comprehensive Gain (Loss)
Unrealized gain (loss) on derivatives	7			(7		)	27			—
Other comprehensive gain (loss)	7			(7		)	27			—
Comprehensive Income	113			49			135			56
Less: Comprehensive loss attributable to noncontrolling interests	(56		)	(22		)	(93		)	(33		)
Comprehensive Income Attributable to NRG Yield LLC	$	169		$	71		$	228		$	89

^(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.

See accompanying notes to consolidated financial statements.

NRG YIELD LLC

CONSOLIDATED BALANCE SHEETS



(In millions)	June 30, 2018			December 31, 2017 ^(a)
ASSETS	(unaudited)
Current Assets
Cash and cash equivalents	$	127		$	146
Restricted cash	139			168
Accounts receivable — trade	132			95
Accounts receivable — affiliate	2			1
Inventory	39			39
Notes receivable	6			13
Prepayments and other current assets	26			19
Total current assets	471			481
Property, plant and equipment, net	5,376			5,410
Other Assets
Equity investments in affiliates	1,183			1,178
Intangible assets, net	1,192			1,228
Derivative instruments	23			1
Other non-current assets	82			62
Total other assets	2,480			2,469
Total Assets	$	8,327		$	8,360
LIABILITIES AND MEMBERS' EQUITY
Current Liabilities
Current portion of long-term debt — external	$	309		$	339
Current portion of long-term debt — affiliate	337			—
Accounts payable — trade	40			46
Accounts payable — affiliate	47			49
Derivative instruments	6			18
Accrued expenses and other current liabilities	60			87
Total current liabilities	799			539
Other Liabilities
Long-term debt — external	4,970			5,049
Long-term debt — affiliate	281			618
Derivative instruments	12			31
Other non-current liabilities	95			94
Total non-current liabilities	5,358			5,792
Total Liabilities	6,157			6,331
Commitments and Contingencies
Members' Equity
Contributed capital	1,894			1,919
Retained earnings	139			16
Accumulated other comprehensive loss	(41		)	(68		)
Noncontrolling interest	178			162
Total Members' Equity	2,170			2,029
Total Liabilities and Members’ Equity	$	8,327		$	8,360

^(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.

See accompanying notes to consolidated financial statements.

NRG YIELD LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Six months ended June 30,
	2018			2017 ^(a)
	(In millions)
Cash Flows from Operating Activities
Net income	$	108		$	56
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates	(33		)	(35		)
Distributions from unconsolidated affiliates	32			29
Depreciation and amortization	163			156
Amortization of financing costs	7			5
Amortization of intangibles and out-of-market contracts	35			34
Adjustment for debt extinguishment	—			2
Derivative interest (income) expense	(32		)	2
(Gain) loss on disposal of asset components	(1		)	4
Changes in prepaid and accrued liabilities for tolling agreements	(62		)	(64		)
Changes in other working capital	(35		)	(19		)
Net Cash Provided by Operating Activities	182			170
Cash Flows from Investing Activities
Acquisition of businesses, net of cash acquired	(11		)	—
Payments for the Drop Down Assets	(126		)	(131		)
Capital expenditures	(45		)	(60		)
Cash receipts from notes receivable	7			9
Return of investment from unconsolidated affiliates	18			25
Investments in unconsolidated affiliates	(16		)	(33		)
Other	7			—
Net Cash Used in Investing Activities	(166		)	(190		)
Cash Flows from Financing Activities
Net contributions from noncontrolling interests	109			15
Net distributions and return of capital to NRG prior to the acquisition of Drop Down Assets	—			(26		)
Proceeds from the issuance of Class C units	73			14
Payments of distributions, net of contributions	(128		)	(97		)
Payments of debt issuance costs	(5		)	(12		)
Proceeds from the revolving credit facility	35			—
Payments for the revolving credit facility	(90		)	—
Proceeds from the issuance of long-term debt — external	227			99
Payments for long-term debt	(285		)	(172		)
Net Cash Used in Financing Activities	(64		)	(179		)
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(48		)	(199		)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	314			497
Cash, Cash Equivalents and Restricted Cash at End of Period	$	266		$	298

^(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.

See accompanying notes to consolidated financial statements.

NRG YIELD LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Nature of Business

NRG Yield LLC, together with its consolidated subsidiaries, or the Company, was formed by NRG as a Delaware limited liability company on March 5, 2013, to serve as the primary vehicle through which NRG owns, operates and acquires contracted renewable and conventional generation and thermal infrastructure assets. NRG owns 100% of NRG Yield LLC's Class B units and Class D units and receives distributions through its ownership of these units. Yield, Inc. owns 100% of NRG Yield LLC's Class A units and Class C units.

The Company owns a diversified portfolio of contracted renewable and conventional generation and thermal infrastructure assets in the U.S. The Company’s contracted generation portfolio collectively represents 5,118 net MW as of June 30, 2018. Nearly all of these assets sell substantially all of their output pursuant to long-term offtake agreements with creditworthy counterparties. The weighted average remaining contract duration of these offtake agreements was approximately 15 years as of June 30, 2018 based on CAFD. The Company also owns thermal infrastructure assets with an aggregate steam and chilled water capacity of 1,392 net MWt and electric generation capacity of 133 net MW. These thermal infrastructure assets provide steam, hot and/or chilled water, and, in some instances, electricity to commercial businesses, universities, hospitals and governmental units in multiple locations, principally through long-term contracts or pursuant to rates regulated by state utility commissions.

The following table represents the structure of the Company as of June 30, 2018:

On February 6, 2018, Global Infrastructure Partners, or GIP, entered into a purchase and sale agreement with NRG, or the NRG Transaction, for the acquisition of NRG's full ownership interests in the Company and NRG's renewable development and operations platform. The NRG Transaction is subject to certain closing conditions, including customary legal and regulatory approvals. As of July 31, 2018, all regulatory approvals have been obtained and the Company expects the NRG Transaction to close in the third quarter of 2018. NRG is currently the Company's controlling stockholder and the Company has been highly dependent on NRG for, among other things, growth opportunities and management and administration services. In connection with the NRG Transaction, the Company entered into a Consent and Indemnity Agreement with NRG and GIP setting forth key terms and conditions of the Company's consent to the NRG Transaction.

For further discussion of the NRG Transaction, refer to Item 1 - Business in the Company's 2017 Form 10-K. For risks related to the NRG Transaction and the Company's relationship with NRG see Part I, Item 1A, Risk Factors in the Company's 2017 Form 10-K.

As of June 30, 2018, the Company's operating assets are comprised of the following projects:



Projects	Percentage Ownership		Net Capacity (MW)^(a)	Offtake Counterparty	Expiration
Conventional
El Segundo	100	%	550	Southern California Edison	2023
GenConn Devon	50	%	95	Connecticut Light & Power	2040
GenConn Middletown	50	%	95	Connecticut Light & Power	2041
Marsh Landing	100	%	720	Pacific Gas and Electric	2023
Walnut Creek	100	%	485	Southern California Edison	2023
			1,945
Utility Scale Solar
Agua Caliente	16	%	46	Pacific Gas and Electric	2039
Alpine	100	%	66	Pacific Gas and Electric	2033
Avenal	50	%	23	Pacific Gas and Electric	2031
Avra Valley	100	%	26	Tucson Electric Power	2032
Blythe	100	%	21	Southern California Edison	2029
Borrego	100	%	26	San Diego Gas and Electric	2038
CVSR	100	%	250	Pacific Gas and Electric	2038
Desert Sunlight 250	25	%	63	Southern California Edison	2034
Desert Sunlight 300	25	%	75	Pacific Gas and Electric	2039
Kansas South	100	%	20	Pacific Gas and Electric	2033
Roadrunner	100	%	20	El Paso Electric	2031
TA High Desert	100	%	20	Southern California Edison	2033
Utah Solar Portfolio^{(b) (e)}	50	%	265	PacifiCorp	2036
			921
Distributed Solar
Apple I LLC Projects	100	%	9	Various	2032
AZ DG Solar Projects	100	%	5	Various	2025 - 2033
SPP Projects	100	%	25	Various	2026 - 2037
Other DG Projects	100	%	13	Various	2023 - 2039
			52
Wind
Alta I	100	%	150	Southern California Edison	2035
Alta II	100	%	150	Southern California Edison	2035
Alta III	100	%	150	Southern California Edison	2035
Alta IV	100	%	102	Southern California Edison	2035
Alta V	100	%	168	Southern California Edison	2035
Alta X^(b)	100	%	137	Southern California Edison	2038
Alta XI ^(b)	100	%	90	Southern California Edison	2038
Buffalo Bear	100	%	19	Western Farmers Electric Co-operative	2033
Crosswinds ^{(b) (f)}	99	%	21	Corn Belt Power Cooperative	2027
Elbow Creek ^{(b) (f)}	100	%	122	NRG Power Marketing LLC	2022
Elkhorn Ridge ^{(b) (f)}	66.7	%	54	Nebraska Public Power District	2029
Forward ^{(b) (f)}	100	%	29	Constellation NewEnergy, Inc.	2022
Goat Wind ^{(b) (f)}	100	%	150	Dow Pipeline Company	2025



Projects	Percentage Ownership		Net Capacity (MW)^(a)	Offtake Counterparty	Expiration
Hardin ^{(b) (f)}	99	%	15	Interstate Power and Light Company	2027
Laredo Ridge	100	%	80	Nebraska Public Power District	2031
Lookout ^{(b) (f)}	100	%	38	Southern Maryland Electric Cooperative	2030
Odin ^{(b) (f)}	99.9	%	20	Missouri River Energy Services	2028
Pinnacle	100	%	55	Maryland Department of General Services and University System of Maryland	2031
San Juan Mesa ^{(b) (f)}	75	%	90	Southwestern Public Service Company	2025
Sleeping Bear ^{(b) (f)}	100	%	95	Public Service Company of Oklahoma	2032
South Trent	100	%	101	AEP Energy Partners	2029
Spanish Fork ^{(b) (f)}	100	%	19	PacifiCorp	2028
Spring Canyon II ^(b)	90.1	%	29	Platte River Power Authority	2039
Spring Canyon III ^(b)	90.1	%	25	Platte River Power Authority	2039
Taloga	100	%	130	Oklahoma Gas & Electric	2031
Wildorado ^{(b) (f)}	100	%	161	Southwestern Public Service Company	2027
			2,200
Thermal
NRG Energy Center Dover LLC	100	%	103	NRG Power Marketing LLC	2018
Thermal generation	100	%	30	Various	Various
			133
Total net generation capacity^(c)			5,251

Thermal equivalent MWt ^(d)	100	%	1,392	Various	Various

^(a) Net capacity represents the maximum, or rated, generating capacity of the facility multiplied by the Company's percentage ownership in the facility as of June 30, 2018.

^(b) Projects are part of tax equity arrangements.

^(c) The Company's total generation capacity is net of 6 MWs for noncontrolling interest for Spring Canyon II and III. The Company's generation capacity including this noncontrolling interest was 5,257 MWs.

^(d) For thermal energy, net capacity represents MWt for steam or chilled water and excludes 134 MWt available under the right-to-use provisions contained in agreements between two of the Company's thermal facilities and certain of its customers.

^(e) Represents interests in Four Brothers Solar, LLC, Granite Mountain Holdings, LLC, and Iron Springs Holdings, LLC, all acquired as part of the March 2017 Drop Down Assets (ownership percentage is based upon cash to be distributed).

^(f) Projects are part of NRG Wind TE Holdco portfolio.

In addition to the facilities owned or leased in the table above, the Company entered into partnerships to own or purchase solar power generation projects, as well as other ancillary related assets from a related party via intermediate funds. The Company does not consolidate these partnerships and accounts for them as equity method investments. The Company's net interest in these projects is 268 MW based on cash to be distributed as of June 30, 2018. For further discussions, see Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities of this Form 10-Q and Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities to the consolidated financial statements included in the Company's 2017 Form 10-K.

Substantially all of the Company's generation assets are under long-term contractual arrangements for the output or capacity from these assets. The thermal assets are comprised of district energy systems and combined heat and power plants that produce steam, hot water and/or chilled water and, in some instances, electricity at a central plant. Certain district energy systems are subject to rate regulation by state public utility commissions (although they may negotiate certain rates) while the other district energy systems have rates determined by negotiated bilateral contracts.

Recast of the Historical Financial Statements

As described in Note 3, Business Acquisitions, on March 30, 2018, the Company acquired 100% of NRG's interests in Buckthorn Renewables, LLC, which owned a 154 MW construction-stage utility-scale solar generation project, or the Buckthorn Solar Drop Down Asset, for cash consideration of approximately $42 million, subject to working capital adjustments, plus assumed non-recourse debt of approximately $183 million and non-controlling interest of $19 million (as of the acquisition date) attributable to the Class A member. On May 31, 2018, $132 million of non-recourse debt was converted to a term loan with an expected maturity of May 2025, and the remainder of the non-recourse debt was repaid with the final proceeds from the Class A member upon the project reaching substantial completion in May 2018. The purchase price was funded with cash on hand and borrowings from the revolving credit facility.

The acquisition of the Buckthorn Solar Drop Down Asset was accounted for as a transfer of entities under common control. The accounting guidance requires retrospective combination of the entities for all periods presented as if the combinations had been in effect from the beginning of the financial statement period or from the date the entities were under common control (if later than the beginning of the financial statement period).

Additionally, as described in Note 3, Business Acquisitions, during the year ended December 31, 2017, the Company acquired the November 2017 Drop Down Assets and August 2017 Drop Down Assets from NRG. Similarly to the Buckthorn Solar Drop Down Asset, the Company recast its historical financial statements to combine the entities for the periods presented as if the combinations had been in effect from the beginning of the financial statements period.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the SEC’s regulations for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to the consolidated financial statements included in the Company's 2017 Form 10-K. Interim results are not necessarily indicative of results for a full year.

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all material adjustments consisting of normal and recurring accruals necessary to present fairly the Company's consolidated financial position as of June 30, 2018, and the results of operations, comprehensive income (loss) and cash flows for the six months ended June 30, 2018 and 2017.

Note 2 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could be different from these estimates.

Accumulated Depreciation, Accumulated Amortization

The following table presents the accumulated depreciation included in the property, plant and equipment, net, and accumulated amortization included in intangible assets, net, respectively, as of June 30, 2018 and December 31, 2017:



	June 30, 2018		December 31, 2017
	(In millions)
Property, Plant and Equipment Accumulated Depreciation	$	1,428	$	1,285
Intangible Assets Accumulated Amortization	272		237

Noncontrolling Interests

The following table reflects the changes in the Company's noncontrolling interest balance:



	(In millions)
Balance as of December 31, 2017	$	162
Capital contributions from tax equity investors, net of distributions	109
Comprehensive loss	(93		)
Balance as of June 30, 2018	$	178

Distributions

The following table lists the distributions paid on NRG Yield LLC's Class A, B, C and D units during the six months ended June 30, 2018:



	Second Quarter 2018		First Quarter 2018
Distributions per Class A, B, C and D unit	$	0.309	$	0.298

On July 24, 2018, the Company declared a distribution on its Class A, Class B, Class C and Class D units of $0.320 per unit payable on September 18, 2018 to unit holders of record as of September 4, 2018.

Changes in Capital Structure

At-the-Market Equity Offering Program, or the ATM Program

NRG Yield, Inc. is party to an equity distribution agreement with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as sales agents. Pursuant to the terms of the equity distribution agreement, NRG Yield, Inc. may offer and sell shares of its Class C common stock par value $0.01 per share, from time to time through the sales agents up to an aggregate sales price of $150 million through an at-the-market equity offering program, or the ATM Program. NRG Yield, Inc. may also sell shares of its Class C common stock to any of the sales agents, as principals for its own account, at a price agreed upon at the time of sale.

Yield, Inc. sold a total of 4,392,583 of Class C common stock for gross proceeds of $77 million during the period ended June 30, 2018, $1 million of which was received in the third quarter of 2018. Yield, Inc. used the net proceeds to acquire 4,392,583 Class C units from the Company. As of July 3, 2018, approximately $38 million remains available for issuance under the ATM Program.

Revenue Recognition

Revenue from Contracts with Customers

On January 1, 2018, the Company adopted the guidance in ASC 606, Revenue from Contracts with Customers, or Topic 606, using the modified retrospective method applied to contracts which were not completed as of the adoption date, with no adjustment required to the financial statements upon adoption. Following the adoption of the new standard, the Company’s revenue recognition of its contracts with customers remains materially consistent with its historical practice. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company's policies with respect to its various revenue streams are detailed below. In general, the Company applies the invoicing practical expedient to recognize revenue for the revenue streams detailed below, except in circumstances where the invoiced amount does not represent the value transferred to the customer.

Thermal Revenues

Steam and chilled water revenue is recognized as the Company transfers the product to the customer, based on customer usage as determined by meter readings taken at month-end. Some locations read customer meters throughout the month, and recognize estimated revenue for the period between meter read date and month-end. For thermal contracts, the Company’s performance obligation to deliver steam and chilled water is satisfied over time and revenue is recognized based on the invoiced amount. The Thermal Business subsidiaries collect and remit state and local taxes associated with sales to their customers, as required by governmental authorities. These taxes are presented on a net basis in the income statement.

As contracts for steam and chilled water are long-term contracts, the Company has performance obligations under these contracts that have not yet been satisfied. These performance obligations have transaction prices that are both fixed and variable, and that vary based on the contract duration, customer type, inception date and other contract-specific factors. For the fixed price contracts, the Company cannot accurately estimate the amount of its unsatisfied performance obligations as it will vary based on customer usage, which will depend on factors such as weather and customer activity.

Power Purchase Agreements, or PPAs

The majority of the Company’s revenues are obtained through PPAs or other contractual agreements. Energy, capacity and where applicable, renewable attributes, from the majority of the Company’s renewable energy assets and certain conventional energy plants is sold through long-term PPAs and tolling agreements to a single counterparty, which is often a utility or commercial customer. The majority of these PPAs are accounted for as leases. ASC 840 requires the minimum lease payments received to be amortized over the term of the lease and contingent rentals are recorded when the achievement of the contingency becomes probable. Judgment is required by management in determining the economic life of each generating facility, in evaluating whether certain lease provisions constitute minimum payments or represent contingent rent and other factors in determining whether a contract contains a lease and whether the lease is an operating lease or capital lease.

Renewable Energy Credits, or RECs

As stated above, renewable energy credits, or RECs, are usually sold through long-term PPAs. Revenue from the sale of self-generated RECs is recognized when related energy is generated and simultaneously delivered even in cases where there is a certification lag as it has been deemed to be perfunctory.

In a bundled contract to sell energy, capacity and/or self-generated RECs, all performance obligations are deemed to be delivered at the same time and hence, timing of recognition of revenue for all performance obligations is the same and occurs over time. In such cases, it is often unnecessary to allocate transaction price to multiple performance obligations.

Sale of Emission Allowances

The Company records its bank of emission allowances as part of intangible assets. From time to time, management may authorize the transfer of emission allowances in excess of usage from the Company's emission bank to intangible assets held-for-sale for trading purposes. The Company records the sale of emission allowances on a net basis within operating revenue in the Company's consolidated statements of operations.

Disaggregated Revenues

The following tables represent the Company’s disaggregation of revenue from contracts with customers for the three and six months ended June 30, 2018, along with the reportable segment for each category:



	Three months ended June 30, 2018
(In millions)	Conventional Generation			Renewables			Thermal			Total
Energy revenue^(a)	$	2		$	193		$	43		$	238
Capacity revenue^(a)	85			—			2			87
Contract amortization	(2		)	(16		)	—			(18		)
Total operating revenue	85			177			45			307
Less: Lease revenue	(87		)	(179		)	(1		)	(267		)
Less: Contract amortization	2			16			—			18
Total revenue from contracts with customers	$	—		$	14		$	44		$	58

^(a)The following amounts of energy and capacity revenue relate to leases and are accounted for under ASC 840:



	Conventional Generation		Renewables		Thermal		Total
Energy Revenue	$	2	$	179	$	1	$	182
Capacity Revenue	85		—		—		85
	87		179		1		267



	Six months ended June 30, 2018
(In millions)	Conventional Generation			Renewables			Thermal			Total
Energy revenue^(b)	$	3		$	306		$	89		$	398
Capacity revenue^(b)	164			—			5			169
Contract amortization	(3		)	(31		)	(1		)	(35		)
Total operating revenue	164			275			93			532
Less: Lease revenue	(167		)	(280		)	(1		)	(448		)
Less: Contract amortization	3			31			1			35
Total revenue from contracts with customers	$	—		$	26		$	93		$	119

^(b)The following amounts of energy and capacity revenue relate to leases and are accounted for under ASC 840:



	Conventional Generation		Renewables		Thermal		Total
Energy Revenue	$	3	$	280	$	1	$	284
Capacity Revenue	164		—		—		164
	167		280		1		448

Contract Amortization

Assets and liabilities recognized from power sales agreements assumed through acquisitions related to the sale of electric capacity and energy in future periods for which the fair value has been determined to be significantly less (more) than market are amortized to revenue over the term of each underlying contract based on actual generation and/or contracted volumes or on a straight-line basis, where applicable.

Contract Balances

The following table reflects the contract assets and liabilities included on the Company’s balance sheet as of June 30, 2018:



(In millions)	June 30, 2018

Accounts receivable, net - Contracts with customers	$	29
Accounts receivable, net - Leases	103
Total accounts receivable, net	$	132

Reclassifications

Certain prior-year amounts have been reclassified for comparative purposes.

Recent Accounting Developments - Not Yet Adopted

ASU 2016-02 — In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), or Topic 842, with the objective to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and to improve financial reporting by expanding the related disclosures. The guidance in Topic 842 provides that a lessee that may have previously accounted for a lease as an operating lease under current GAAP should recognize the assets and liabilities that arise from a lease on the balance sheet. In addition, Topic 842 expands the required quantitative and qualitative disclosures with regards to lease arrangements. The Company will adopt the standard effective January 1, 2019 and expects to elect certain of the practical expedients permitted, including the expedient that permits the Company to retain its existing lease assessment and classification. The Company is currently working through an adoption plan and evaluating the anticipated impact on the Company's results of operations, cash flows and financial position. While the Company is currently evaluating the impact the new guidance will have on its financial position and results of operations, the Company expects to recognize lease liabilities and right of use assets. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending the Company’s review of its existing lease contracts and service contracts which may contain embedded leases. While this review is still in process, the Company believes the adoption of Topic 842 may be material to its financial statements. The Company is continuing to monitor potential changes to Topic 842 that have been proposed by the FASB and will assess any necessary changes to the implementation as the guidance is updated.

Note 3 — Business Acquisitions

2018 Acquisitions

UPMC Thermal Project Asset Acquisition — On June 19, 2018, upon reaching substantial completion, the Company acquired from NRG the UPMC Thermal Project for cash consideration of $84 million, subject to working capital adjustments. The Company also recorded a payable of $4 million to be paid to NRG upon final completion of the project pursuant to the EPC agreement, as discussed in Note 9, Related Party Transactions. The project adds 73 MWt of thermal equivalent capacity and 7.5 MW of emergency backup thermal capacity to the Company's portfolio. The transaction is reflected in the Company's Thermal segment. The acquisition was funded with the proceeds from the sale of the Series E Notes and Series F Notes, as further described in Note 7, Long-term Debt. The assets transferred to the Company relate to interests under common control by NRG and were recorded at book value in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the purchase price and book value of the assets was recorded as a distribution to NRG and decreased the balance of contributed capital. The acquisition was determined to be an asset acquisition and not a business combination, therefore no recast of the historical financial information was deemed necessary.

Central CA Fuel Cell 1, LLC — On April 18, 2018, the Company acquired the Central CA Fuel Cell 1, LLC project in Tulare, California from FuelCell Energy Finance, Inc., for cash consideration of $11 million, subject to working capital adjustments. The project adds 2.8 MW of thermal capacity to the Company's portfolio, with a 20-year PPA contract with the City of Tulare. The transaction is reflected in the Company's Thermal segment.

Buckthorn Solar Drop Down Asset — On March 30, 2018, the Company acquired 100% of NRG's interests in Buckthorn Renewables, LLC, which owned a 154 MW construction-stage utility-scale solar generation project located in Texas, or the Buckthorn Solar Drop Down Asset, for cash consideration of approximately $42 million, subject to working capital adjustments. The Company also assumed non-recourse debt of $183 million and non-controlling interest of $19 million (as of acquisition date) attributable to the Class A member, as further described below. The Company converted $132 million of non-recourse debt to a term loan and the remainder of the outstanding debt was paid down with the contribution from the Class A member in the amount of $80 million upon the project reaching substantial completion in May 2018. The purchase price for the Buckthorn Solar Drop Down Asset was funded with cash on hand and borrowings from the Company's revolving credit facility. The assets and liabilities transferred to the Company relate to interests under common control by NRG and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the cash paid and historical value of the entities' equity was recorded as a distribution to NRG and decreased the balance of contributed capital. Since the transaction constituted a transfer of net assets under common control, the guidance requires retrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control.

Buckthorn Solar Portfolio, LLC, a wholly owned subsidiary of Buckthorn Renewables, LLC, is the Class B member in a tax equity partnership, Buckthorn Holdings, LLC, the owner of the Buckthorn Solar Drop Down Asset. The Class A member is a tax equity investor, or TE investor, who receives 99% of allocations of taxable income and other items through the six month anniversary of the placed in service date, at which time the allocations change to 67% through the last calendar year before the flip point, and then back to 99% through the flip point (which occurs when the TE Investor obtains a specified return on its initial investment), at which time the allocations to the TE Investor change to 5% for all the periods thereafter. Before the flip point, the TE investor would receive a priority distribution of distributable cash, as defined, plus a percentage of remaining distributable cash after the priority distribution subject to a percentage cap.

The project sells power under a 25-year PPA to the City of Georgetown, Texas, which commenced in July 2018.

The following is a summary of net assets transferred in connection with the acquisition of the Buckthorn Solar Drop Down Asset as of March 31, 2018:



	(In millions)
Assets:
Current assets	$	20
Property, plant and equipment	212
Non-current assets	3
Total assets	235
Liabilities:
Debt (Current and non-current) ^(a)	176
Other current and non-current liabilities	15
Total liabilities	191
Less: noncontrolling interest	19
Net assets acquired	$	25

^(a) Net of $7 million of net debt issuance costs.

2017 Acquisitions

November 2017 Drop Down Assets — On November 1, 2017, the Company acquired a 38 MW solar portfolio primarily comprised of assets from NRG's Solar Power Partners (SPP) funds and other projects developed by NRG, for cash consideration of $74 million, including working capital adjustments, plus assumed non-recourse debt of $26 million.

The purchase price for the November 2017 Drop Down Assets was funded with cash on hand. The assets and liabilities transferred to the Company relate to interests under common control by NRG and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the cash paid and historical value of the entities' equity was recorded as an adjustment to contributed capital. Since the transaction constituted a transfer of net assets under common control, the guidance requires retrospective combination of the entities for all periods presented as if the combination has been in effect since the inception of common control.

August 2017 Drop Down Assets — On August 1, 2017, the Company acquired the remaining 25% interest in NRG Wind TE Holdco, a portfolio of 12 wind projects, from NRG for total cash consideration of $44 million, including working capital adjustments. The purchase agreement also included potential additional payments to NRG dependent upon actual energy prices for merchant periods beginning in 2027, which were estimated and accrued as contingent consideration in the amount of $8 million.

The Company originally acquired 75% of NRG Wind TE Holdco on November 3, 2015, or November 2015 Drop Down Assets, which were consolidated with 25% of the net assets recorded as noncontrolling interest. The assets and liabilities transferred to the Company related to interests under common control by NRG and were recorded at historical cost in accordance with ASC 805-50, Business Combination - Related Issues. The difference between the cash paid of $44 million, net of the contingent consideration of $8 million, and the historical value of the remaining 25% of $87 million as of July 31, 2017, was recorded as an adjustment to NRG's contributed capital. Since the transaction constituted a transfer of entities under common control, the accounting guidance requires retrospective combination of the entities for all periods presented as if the combination has been in effect from the beginning of the financial statement period or from the date the entities were under common control (if later than the beginning of the financial statement period).

The following tables present a summary of the Company's historical information combining the financial information for the Buckthorn Solar Drop Down Asset, November 2017 Drop Down Assets and August 2017 Drop Down Assets transferred in connection with the acquisition:



	Three months ended June 30, 2017
	As Previously Reported ^(a)			Buckthorn Solar Drop Down Asset			November 2017 Drop Down Assets		August 2017 Drop Down Assets			As Currently Reported
(In millions)
Total operating revenues	$	284		$	—		$	4	$	—		$	288
Operating income	122			—			3		—			125
Net income (loss)	57			(3		)	2		—			56
Less: Loss attributable to noncontrolling interests	(19		)	—			—		(3		)	(22		)
Net income (loss) attributable to Yield LLC	76			(3		)	2		3			78



	Six months ended June 30, 2017
	As Previously Reported ^(a)			Buckthorn Solar Drop Down Asset			November 2017 Drop Down Assets		August 2017 Drop Down Assets			As Currently Reported
(In millions)
Total operating revenues	$	502		$	—		$	7	$	—		$	509
Operating income	176			—			3		—			179
Net income (loss)	58			(3		)	1		—			56
Less: Loss attributable to noncontrolling interests	(28		)	—			—		(5		)	(33		)
Net income (loss) attributable to Yield LLC	86			(3		)	1		5			89

^(a) As previously reported in the Company's Form 10-Q for the quarter ended June 30, 2017.

March 2017 Drop Down Assets — On March 27, 2017, the Company acquired the following interests from NRG: (i) Agua Caliente Borrower 2 LLC, which owns a 16% interest (approximately 31% of NRG's 51% interest) in the Agua Caliente solar farm, one of the ROFO Assets, representing ownership of approximately 46 net MW of capacity and (ii) NRG's interests in the Utah Solar Portfolio. Agua Caliente is located in Yuma County, AZ and sells power subject to a 25-year PPA with Pacific Gas and Electric, with 22 years remaining on that contract. The seven utility-scale solar farms in the Utah Solar Portfolio are owned by the following entities: Four Brothers Capital, LLC, Iron Springs Capital, LLC, and Granite Mountain Capital, LLC. These utility-scale solar farms achieved commercial operations in 2016, sell power subject to 20-year PPAs with PacifiCorp, a subsidiary of Berkshire Hathaway and are part of a tax equity structure with Dominion Solar Projects III, Inc., or Dominion, through which the Company is entitled to receive 50% of cash to be distributed, as further described below. The Company paid cash consideration of $128 million, which includes $3 million of final net working capital adjustment received by the Company from NRG. The acquisition of the March 2017 Drop Down Assets was funded with cash on hand. The Company recorded the acquired interests as equity method investments. The Company also assumed non-recourse debt of $41 million and $287 million on Agua Caliente Borrower 2 LLC and the Utah Solar Portfolio, respectively, as well as its pro-rata share of non-recourse project-level debt of Agua Caliente Solar LLC, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities.

The assets and liabilities transferred to the Company relate to interests under common control by NRG and were recorded at historical cost in accordance with ASC 805-50, Business Combination - Related Issues. The difference between the cash paid and the historical value of the entities' equity of $8 million was recorded as an adjustment to contributed capital. Since the transaction constituted a transfer of entities under common control, the accounting guidance requires retrospective combination of the entities for all periods presented as if the combination has been in effect from the beginning of the financial statement period or from the date the entities were under common control (if later than the beginning of the financial statement period).

Note 4 — Investments Accounted for by the Equity Method and Variable Interest Entities

Entities that are Consolidated

The Company has a controlling financial interest in certain entities which have been identified as VIEs under ASC 810, Consolidations, or ASC 810. These arrangements are primarily related to tax equity arrangements entered into with third parties in order to monetize certain tax credits associated with wind facilities, as further described in Note 5, Investments Accounted for

by the Equity Method and Variable Interest Entities, to the consolidated financial statements included in the Company's 2017 Form 10-K.

Buckthorn Renewables, LLC — As described in Note 3, Business Acquisitions, on March 30, 2018, the Company acquired 100% of NRG’s interest in a 154 MW construction-stage utility-scale solar generation project, Buckthorn Renewables, LLC, which owns 100% interest in Buckthorn Solar Portfolio, LLC, which in turn owns 100% of the Class B membership interests in Buckthorn Holdings, LLC for total consideration of approximately $42 million, subject to working capital adjustments. The Company also assumed non-recourse debt of $183 million and non-controlling interest of $19 million attributable to the Class A member, as further described below. On May 31, 2018, $132 million of non-recourse debt was converted to a term loan with an expected maturity of May 2025, and the remainder of the non-recourse debt was repaid with final proceeds from the Class A member upon the project reaching substantial completion in May 2018. Buckthorn Holdings, LLC is a tax equity fund, which is a variable interest entity that is consolidated by Buckthorn Solar Portfolio, LLC. The Company is the primary beneficiary, through its position as managing member, and indirectly consolidates Buckthorn Holdings, LLC through Buckthorn Solar Portfolio, LLC. The Class A member is a tax equity investor who made its initial capital contribution of $19 million on March 30, 2018, which is reflected as noncontrolling interest on the Company’s consolidated balance sheet. The project achieved substantial completion in May 2018, at which time the remaining contributions in the amount of $80 million were funded. The Company utilizes the HLBV method to determine the net income or loss allocated to the tax equity investor noncontrolling interest. The Company recorded $51 million of loss attributable to its non-controlling interest in Buckthorn Renewables, LLC during the period ended June 30, 2018.

Summarized financial information for the Company's consolidated VIEs consisted of the following as of June 30, 2018:



(In millions)	NRG Wind TE Holdco		Alta Wind TE Holdco		Spring Canyon		Buckthorn Renewables, LLC
Other current and non-current assets	$	163	$	23	$	1	$	24
Property, plant and equipment	362		423		93		226
Intangible assets	2		256		—		—
Total assets	527		702		94		250
Current and non-current liabilities	184		9		4		141
Total liabilities	184		9		4		141
Noncontrolling interest	10		72		48		48
Net assets less noncontrolling interests	$	333	$	621	$	42	$	61

Entities that are not Consolidated

The Company has interests in entities that are considered VIEs under ASC 810, but for which it is not considered the primary beneficiary. The Company accounts for its interests in these entities under the equity method of accounting, as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, to the consolidated financial statements included in the Company's 2017 Form 10-K.

The Company's maximum exposure to loss as of June 30, 2018, is limited to its equity investment in the unconsolidated entities, as further summarized in the table below:



(In millions)	Maximum exposure to loss
Four Brothers Solar, LLC	$	209
GenConn Energy LLC	100
NRG DGPV Holdco 1 LLC	81
Granite Mountain Holdings, LLC	76
NRG DGPV Holdco 3 LLC	75
NRG DGPV Holdco 2 LLC	61
Iron Springs Holdings, LLC	53
NRG RPV Holdco 1 LLC	46

NRG DGPV Holdco 1 LLC — The Company invested $4 million of cash during the six months ended June 30, 2018 into DGPV Holdco 1 LLC and recorded $3 million due to NRG in accounts payable - affiliate as of June 30, 2018 to be funded in tranches as the project milestones are completed. The Company owns approximately 52 MW of distributed solar capacity, based on cash to be distributed, with a weighted average remaining contract life of approximately 18 years as of June 30, 2018.

NRG DGPV Holdco 3 LLC — The Company invested $12 million of cash during the six months ended June 30, 2018 into DGPV Holdco 3 LLC and recorded $10 million due to NRG in accounts payable - affiliate as of June 30, 2018 to be funded in tranches as the project milestones are completed. The Company owns approximately 59 MW of distributed solar capacity, based on cash to be distributed, with a weighted average remaining contract life of approximately 21 years as of June 30, 2018.

Utah Solar Portfolio — As described in Note 3, Business Acquisitions, on March 27, 2017, as part of the March 2017 Drop Down Assets acquisition, the Company acquired from NRG 100% of the Class A equity interests in the Utah Solar Portfolio, comprised of Four Brothers Solar, LLC, Granite Mountain Holdings, LLC, and Iron Springs Holdings, LLC. The Class B interests of the Utah Solar Portfolio are owned by a tax equity investor, who receives 99% of allocations of taxable income and other items until the flip point, which occurs when the tax equity investor obtains a specified return on its initial investment, at which time the allocations to the tax equity investor change to 50%. The Company generally receives 50% of distributable cash throughout the term of the tax-equity arrangements. The three entities comprising the Utah Solar Portfolio are VIEs. As the Company is not the primary beneficiary, the Company uses the equity method of accounting to account for its interests in the Utah Solar Portfolio. The Company utilizes the HLBV method to determine its share of the income or losses in the investees.

Non-recourse project-level debt of unconsolidated affiliates

Agua Caliente Financing — As described in Note 3, Business Acquisitions, on March 27, 2017, the Company acquired a 16% interest in the Agua Caliente solar facility through its acquisition of Agua Caliente Borrower 2 LLC. As of June 30, 2018, Agua Caliente Solar LLC, the direct owner of the Agua Caliente solar facility, had $812 million outstanding under the Agua Caliente financing agreement with the Federal Financing Bank, or FFB, borrowed to finance the costs of constructing the facility. The Company's pro-rata share of the Agua Caliente financing arrangement was $130 million as of June 30, 2018. Amounts borrowed under the Agua Caliente financing agreement accrue interest at a fixed rate based on U.S. Treasury rates plus a spread of 0.375%, mature in 2037 and are secured by the assets of Agua Caliente Solar LLC. The loans provided by the FFB are guaranteed by the U.S. DOE.

Note 5 — Fair Value of Financial Instruments

Fair Value Accounting under ASC 820

ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:


•	Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.


•	Level 2—inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.


•	Level 3—unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

In accordance with ASC 820, the Company determines the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement.

For cash and cash equivalents, restricted cash, accounts receivable, accounts receivable — affiliate, accounts payable, current portion of the accounts payable — affiliates, accrued expenses and other liabilities, the carrying amounts approximate fair value because of the short-term maturity of those instruments and are classified as Level 1 within the fair value hierarchy.

The estimated carrying amounts and fair values of the Company’s recorded financial instruments not carried at fair market value are as follows:



	As of June 30, 2018				As of December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(In millions)
Assets:
Notes receivable	$	6	$	6	$	13	$	13
Liabilities:
Long-term debt — affiliate, including current portion	618		615		618		618
Long-term debt — external, including current portion ^(a)	$	5,337	$	5,307	$	5,450	$	5,466

^(a) Excludes deferred financing costs, which are recorded as a reduction to long-term debt on the Company's consolidated balance sheets.

The fair value of the Company's publicly-traded long-term debt is based on quoted market prices and is classified as Level 2 within the fair value hierarchy. The fair value of debt securities, non-publicly traded long-term debt and certain notes receivable of the Company are based on expected future cash flows discounted at market interest rates, or current interest rates for similar instruments with equivalent credit quality and are classified as Level 3 within the fair value hierarchy. The following table presents the level within the fair value hierarchy for long-term debt, including current portion as of June 30, 2018 and December 31, 2017:



	As of June 30, 2018				As of December 31, 2017
	Level 2		Level 3		Level 2		Level 3
	(In millions)
Long-term debt, including current portion	$	827	$	5,095	$	870	$	5,214

Recurring Fair Value Measurements

The Company records its derivative assets and liabilities at fair value on its consolidated balance sheet. The following table presents assets and liabilities measured and recorded at fair value on the Company's consolidated balance sheets on a recurring basis and their level within the fair value hierarchy:



	As of June 30, 2018		As of December 31, 2017
	Fair Value ^(a)		Fair Value ^(a)
(In millions)	Level 2		Level 2
Derivative assets:
Commodity contracts	$	—	$	1
Interest rate contracts	24		1
Total assets	24		2
Derivative liabilities:
Commodity contracts	1		1
Interest rate contracts	17		48
Total liabilities	$	18	$	49

^(a) There were no derivative assets or liabilities classified as Level 1 or Level 3 as of June 30, 2018 and December 31, 2017.

Derivative Fair Value Measurements

The Company's contracts are non-exchange-traded and valued using prices provided by external sources. For the Company’s energy markets, management receives quotes from multiple sources. To the extent that multiple quotes are received, the prices reflect the average of the bid-ask mid-point prices obtained from all sources believed to provide the most liquid market for the commodity.

The fair value of each contract is discounted using a risk free interest rate. In addition, a credit reserve is applied to reflect credit risk, which is, for interest rate swaps, calculated based on credit default swaps using the bilateral method. For commodities, to the extent that the net exposure under a specific master agreement is an asset, the Company uses the counterparty’s default swap rate. If the net exposure under a specific master agreement is a liability, the Company uses NRG's default swap rate. For interest rate swaps and commodities, the credit reserve is added to the discounted fair value to reflect the exit price that a market participant would be willing to receive to assume the liabilities or that a market participant would be willing to pay for the assets. As of June 30, 2018, the credit reserve was $1 million in interest expense. It is possible that future market prices could vary from those used in recording assets and liabilities and such variations could be material.

Concentration of Credit Risk

In addition to the credit risk discussion in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company's 2017 Form 10-K, the following is a discussion of the concentration of credit risk for the Company's financial instruments. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. The Company monitors and manages credit risk through credit policies that include: (i) an established credit approval process; (ii) daily monitoring of counterparties' credit limits; (iii) the use of credit mitigation measures such as margin, collateral, prepayment arrangements, or volumetric limits; (iv) the use of payment netting agreements; and (v) the use of master netting agreements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. The Company seeks to mitigate counterparty risk by having a diversified portfolio of counterparties.

Counterparty credit exposure includes credit risk exposure under certain long-term agreements, including solar and other PPAs. As external sources or observable market quotes are not available to estimate such exposure, the Company estimates the exposure related to these contracts based on various techniques including, but not limited to, internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. Based on these valuation techniques, as of June 30, 2018, credit risk exposure to these counterparties attributable to the Company's ownership interests was approximately $2.6 billion for the next five years. The majority of these power contracts are with utilities with strong credit quality and public utility commission or other regulatory support. However, such regulated utility counterparties can be impacted by changes in government regulations, which the Company is unable to predict.

Note 6 — Accounting for Derivative Instruments and Hedging Activities

This footnote should be read in conjunction with the complete description under Note 7, Accounting for Derivative Instruments and Hedging Activities, to the consolidated financial statements included in the Company's 2017 Form 10-K.

Energy-Related Commodities

As of June 30, 2018, the Company had energy-related derivative instruments extending through 2020. At June 30, 2018, these contracts were not designated as cash flow or fair value hedges.

Interest Rate Swaps

As of June 30, 2018, the Company had interest rate derivative instruments on non-recourse debt extending through 2041, a portion of which are designated as cash flow hedges.

Volumetric Underlying Derivative Transactions

The following table summarizes the net notional volume buy of the Company's open derivative transactions broken out by commodity:



		Total Volume
		June 30, 2018		December 31, 2017
Commodity	Units	(In millions)
Natural Gas	MMBtu	1		2
Interest	Dollars	$	1,972	$	2,050

Fair Value of Derivative Instruments

The following table summarizes the fair value within the derivative instrument valuation on the balance sheet:



	Fair Value
	Derivative Assets ^(a)				Derivative Liabilities
	June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017
	(In millions)
Derivatives Designated as Cash Flow Hedges:
Interest rate contracts current	$	1	$	—	$	1	$	4
Interest rate contracts long-term	9		1		5		9
Total Derivatives Designated as Cash Flow Hedges	10		1		6		13
Derivatives Not Designated as Cash Flow Hedges:
Interest rate contracts current	—		—		4		13
Interest rate contracts long-term	14		—		7		22
Commodity contracts current	—		1		1		1
Total Derivatives Not Designated as Cash Flow Hedges	14		1		12		36
Total Derivatives	$	24	$	2	$	18	$	49

^(a) Derivative Assets balances classified as current are included within the prepayments and other current assets line item of the consolidated balance sheets as of June 30, 2018 and December 31, 2017.

The Company has elected to present derivative assets and liabilities on the balance sheet on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level. As of June 30, 2018 and December 31, 2017, there was no outstanding collateral paid or received. The following tables summarize the offsetting of derivatives by the counterparty master agreement level as of June 30, 2018 and December 31, 2017:



As of June 30, 2018	Gross Amounts of Recognized Assets/Liabilities			Derivative Instruments			Net Amount
Commodity contracts^(a):	(In millions)
Derivative liabilities	$	(1	)	$	—		$	(1	)
Total commodity contracts	(1		)	—			(1		)
Interest rate contracts:
Derivative assets	24			(2		)	22
Derivative liabilities	(17		)	2			(15		)
Total interest rate contracts	7			—			7
Total derivative instruments	$	6		$	—		$	6

^(a) There were no commodity contracts classified as derivative assets as of June 30, 2018.



As of December 31, 2017	Gross Amounts of Recognized Assets/Liabilities			Derivative Instruments			Net Amount
Commodity contracts:	(In millions)
Derivative assets	$	1		$	—		$	1
Derivative liabilities	(1		)	—			(1		)
Total commodity contracts	—			—			—
Interest rate contracts:
Derivative assets	1			(1		)	—
Derivative liabilities	(48		)	1			(47		)
Total interest rate contracts	(47		)	—			(47		)
Total derivative instruments	$	(47	)	$	—		$	(47	)

Accumulated Other Comprehensive Loss

The following table summarizes the effects on the Company’s accumulated OCL balance attributable to interest rate swaps designated as cash flow hedge derivatives:



	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
	(In millions)
Accumulated OCL beginning balance	$	(49	)	$	(79	)	$	(69	)	$	(86	)
Reclassified from accumulated OCL to income due to realization of previously deferred amounts	3			3			8			8
Mark-to-market of cash flow hedge accounting contracts	4			(10		)	19			(8		)
Accumulated OCL ending balance	(42		)	(86		)	(42		)	(86		)
Accumulated OCL attributable to noncontrolling interests	(1		)	(1		)	(1		)	(1		)
Accumulated OCL attributable to NRG Yield LLC	$	(41	)	$	(85	)	$	(41	)	$	(85	)
Losses expected to be realized from OCL during the next 12 months	$	10					$	10

The Company's regression analysis for Marsh Landing, Walnut Creek and Avra Valley interest rate swaps, while positively correlated, no longer contain matching terms for cash flow hedge accounting. As a result, the Company voluntarily de-designated the Marsh Landing, Walnut Creek and Avra Valley cash flow hedges as of April 28, 2017, and will prospectively mark these derivatives to market through the income statement.

Impact of Derivative Instruments on the Statements of Operations

The Company has interest rate derivative instruments that are not designated as cash flow hedges. The effect of interest rate hedges is recorded to interest expense. For the three months ended June 30, 2018 and 2017, the impact to the consolidated statements of income was a gain of $7 million and a loss of $13 million, respectively. For the six months ended June 30, 2018 and 2017, the impact to the consolidated statements of operations was a gain of $31 million and a loss of $9 million, respectively.

A portion of the Company’s derivative commodity contracts relates to its Thermal Business for the purchase of fuel commodities based on the forecasted usage of the thermal district energy centers. Realized gains and losses on these contracts are reflected in the fuel costs that are permitted to be billed to customers through the related customer contracts or tariffs and, accordingly, no gains or losses are reflected in the consolidated statements of income for these contracts.

See Note 5, Fair Value of Financial Instruments, for a discussion regarding concentration of credit risk.

Note 7 — 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 included in the Company's 2017 Form 10-K. Long-term debt consisted of the following:



	June 30, 2018			December 31, 2017			June 30, 2018, interest rate % ^(a)	Letters of Credit Outstanding at June 30, 2018
	(In millions, except rates)
Long-term debt - affiliate, due 2019	$	337		$	337		3.580	$	—
Long-term debt - affiliate, due 2020	281			281			3.325	—
2024 Senior Notes	500			500			5.375	—
2026 Senior Notes	350			350			5.000	—
NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility, due 2023 ^(b)	—			55			L+1.75	67
Project-level debt:
Agua Caliente Borrower 2, due 2038	40			41			5.430	17
Alpine, due 2022	133			135			L+1.750	16
Alta Wind I - V lease financing arrangements, due 2034 and 2035	901			926			5.696 - 7.015	102
Buckthorn Solar, due 2025	132			169			L+1.750	16
CVSR, due 2037	731			746			2.339 - 3.775	—
CVSR Holdco Notes, due 2037	188			194			4.680	13
El Segundo Energy Center, due 2023	369			400			L+1.75 - L+2.375	138
Energy Center Minneapolis Series C Notes, due 2025	—			83			5.950	—
Energy Center Minneapolis Series D Notes, due 2031	125			125			3.550	—
Energy Center Minneapolis Series E, F, G, H Notes	203			—			various	—
Laredo Ridge, due 2028	92			95			L+1.875	10
Marsh Landing, due 2023	305			318			L+2.125	65
Tapestry, due 2021	155			162			L+1.625	20
Utah Solar Portfolio, due 2022	273			278			various	13
Viento, due 2023	154			163			L+3.00	26
Walnut Creek, due 2023	254			267			L+1.625	93
Other	432			443			various	36
Subtotal project-level debt:	4,487			4,545
Total debt	5,955			6,068
Less current maturities ^(c)	(646		)	(339		)
Less net debt issuance costs	(58		)	(62		)
Total long-term debt	$	5,251		$	5,667

^(a)As of June 30, 2018, L+ equals 3 month LIBOR plus x%, except for Viento, due 2023 where L+ equals 6 month LIBOR plus 3.00% and Buckthorn Solar and Utah Solar Portfolio, where L+ equals 1 month LIBOR plus x%.

^(b)Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement.

^(c)The long-term debt - affiliate, due 2019 becomes due in February 2019 and is included in current portion of long-term debt - affiliate on the Company's consolidated balance sheet as of June 30, 2018. Upon conversion of the 2019 Convertible Notes, pursuant to a notice delivered by the Company to the holders of the 2019 Convertible Notes on July 26, 2018, the Company will settle all conversions through the payment of cash, as described in the 2019 Convertible Notes indenture.

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 June 30, 2018, 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 six months ended June 30, 2018.

NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility

As of June 30, 2018, there were no outstanding borrowings under the revolving credit facility and the Company had $67 million of letters of credit outstanding.

On April 30, 2018, the Company closed on the refinancing of the revolving credit facility, which extended the maturity of the facility to April 28, 2023, and decreased the Company's overall cost of borrowing from L+2.50% to L+1.75%. The facility will continue to be used for general corporate purposes including financing of future acquisitions and posting letters of credit.

On February 6, 2018, NRG Yield Operating LLC and NRG Yield LLC amended the revolving credit facility to modify the "change of control" provisions to permit the consummation of the NRG Transaction, and also to permit NRG Yield Operating LLC, NRG Yield LLC and certain subsidiaries to incur up to $1.5 billion of unsecured indebtedness in order to repurchase or make other required cash payments, in each case if applicable, with respect to NRG Yield Operating LLC’s outstanding senior notes and NRG Yield's outstanding convertible notes in connection with the NRG Transaction.

Project - level Debt

Energy Center Minneapolis Series E, F, G, H Notes

On June 19, 2018, NRG Energy Center Minneapolis LLC, a subsidiary of the Company, entered into an amended and restated Thermal note purchase and private shelf agreement under which it authorized the issuance of the Series E Notes, Series F Notes, Series G Notes, and Series H Notes, as further described in the table below:



(in millions)	Amount			Interest Rate
Energy Center Minneapolis Series E Notes, due 2033	$	70		4.80	%
Energy Center Minneapolis Series F Notes, due 2033	10			4.60	%
Energy Center Minneapolis Series G Notes, due 2035	83			5.90	%
Energy Center Minneapolis Series H Notes, due 2037	40			4.83	%
Total proceeds	$	203
Repayment of Energy Center Minneapolis Series C Notes, due 2025	(83		)	5.95	%
Net borrowings	$	120

The proceeds from the sale of the Series E Notes and the Series F Notes were utilized to finance the acquisition of the UPMC Thermal Project as described in Note 3, Business Acquisitions. The Series G Notes were used to refinance the Series C Notes as noted above in the table. The Series H Notes were used to make a dividend to NRG Yield Operating LLC.

The amended and restated Thermal note purchase and private shelf agreement also established a private shelf facility for the future issuance of notes in the amount of $40 million.

Buckthorn Solar Drop Down Asset Debt

As part of the Buckthorn Solar Drop Down Asset acquisition, as further described in Note 3, Business Acquisitions, the Company assumed non-recourse debt of $183 million relating to Buckthorn Solar Portfolio, LLC as of the date of the acquisition, March 30, 2018. The assumed debt consisted of a Construction Loan and an Investment Tax Credits, or ITC, Bridge Loan, both at an interest rate of LIBOR plus 1.75%. On May 31, 2018, $132 million of non-recourse debt was converted to a term loan with an expected maturity of May 2025, and the remainder of the non-recourse debt was repaid with the final proceeds from the Class A member upon the project reaching substantial completion in May 2018.

Buckthorn Solar entered into a series of fixed for floating interest rate swaps that would fix the interest rate for a minimum of 80% of the outstanding notional amount. All interest rate swap payments by Buckthorn Solar and its counterparties are made quarterly and LIBOR is determined in advance of each interest period.

Note 8 — Segment Reporting

The Company’s segment structure reflects how management currently operates and allocates resources. The Company's businesses are segregated based on conventional power generation, renewable businesses which consist of solar and wind, and the thermal and chilled water business. The Corporate segment reflects the Company's corporate costs. The Company's chief operating decision maker, its Chief Executive Officer, evaluates the performance of its segments based on operational measures including adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, and CAFD, as well as economic gross margin and net income (loss).



	Three months ended June 30, 2018
(In millions)	Conventional Generation			Renewables			Thermal			Corporate			Total
Operating revenues	$	85		$	177		$	45		$	—		$	307
Cost of operations	10			33			31			—			74
Depreciation and amortization	24			52			6			—			82
General and administrative	—			—			—			6			6
Acquisition-related transaction and integration costs	—			—			—			1			1
Operating income (loss)	51			92			8			(7		)	144
Equity in earnings of unconsolidated affiliates	2			27			—			—			29
Other income, net	1			—			—			—			1
Interest expense	(13		)	(35		)	(2		)	(18		)	(68		)
Net Income (Loss)	$	41		$	84		$	6		$	(25	)	$	106
Total Assets	$	1,828		$	5,937		$	512		$	50		$	8,327



	Three months ended June 30, 2017
(In millions)	Conventional Generation			Renewables			Thermal			Corporate			Total
Operating revenues	$	83		$	165		$	40		$	—		$	288
Cost of operations	15			35			27			—			77
Depreciation and amortization	26			48			5			—			79
General and administrative	—			—			—			6			6
Acquisition-related transaction and integration costs	—			—			—			1			1
Operating income (loss)	42			82			8			(7		)	125
Equity in earnings of unconsolidated affiliates	3			13			—			—			16
Other income, net	—			—			—			1			1
Interest expense	(14		)	(53		)	(2		)	(17		)	(86		)
Net Income (Loss)	$	31		$	42		$	6		$	(23	)	$	56



	Six months ended June 30, 2018
(In millions)	Conventional Generation			Renewables			Thermal			Corporate			Total
Operating revenues	$	164		$	275		$	93		$	—		$	532
Cost of operations	32			67			64			—			163
Depreciation and amortization	50			102			11			—			163
General and administrative	—			—			—			11			11
Acquisition-related transaction and integration costs	—			—			—			2			2
Operating income (loss)	82			106			18			(13		)	193
Equity in earnings of unconsolidated affiliates	5			28			—			—			33
Other income, net	1			1			—			—			2
Interest expense	(20		)	(59		)	(4		)	(37		)	(120		)
Net Income (Loss)	$	68		$	76		$	14		$	(50	)	$	108
Total Assets	$	1,828		$	5,937		$	512		$	50		$	8,327



	Six months ended June 30, 2017
(In millions)	Conventional Generation			Renewables			Thermal			Corporate			Total
Operating revenues	$	158		$	267		$	84		$	—		$	509
Cost of operations	37			68			57			—			162
Depreciation and amortization	50			96			10			—			156
General and administrative	—			—			—			10			10
Acquisition-related transaction and integration costs	—			—			—			2			2
Operating income (loss)	71			103			17			(12		)	179
Equity in earnings of unconsolidated affiliates	6			29			—			—			35
Other income, net	—			1			—			1			2
Loss on debt extinguishment	—			(2		)	—			—			(2		)
Interest expense	(26		)	(92		)	(5		)	(35		)	(158		)
Net Income (Loss)	$	51		$	39		$	12		$	(46	)	$	56

Note 9 — Related Party Transactions

In addition to the transactions and relationships described elsewhere in the notes to the consolidated financial statements, NRG or certain subsidiaries of NRG provide services to the Company's project entities. Amounts due to NRG or its subsidiaries are recorded as accounts payable - affiliate and amounts due to the Company from NRG subsidiaries are recorded as accounts receivable - affiliate on the Company's consolidated balance sheet. The disclosures below summarize the Company's material related party transactions with NRG and its subsidiaries that are included in the Company's operating revenues and operating costs.

Power Purchase Agreements (PPAs) between the Company and NRG Power Marketing

Elbow Creek and Dover are parties to PPAs with NRG Power Marketing and generate revenue under the PPAs, which are recorded to operating revenues in the Company's consolidated statements of operations. For the three and six months ended June 30, 2018, Elbow Creek and Dover, collectively, generated revenues of $3 million and $6 million, respectively. For the three and six months ended June 30, 2017, Elbow Creek and Dover, collectively, generated revenue of $3 million and $7 million, respectively.

Energy Marketing Services Agreement by and between Thermal entities and NRG Power Marketing

NRG Energy Center Dover LLC, NRG Energy Center Minneapolis, NRG Energy Center Phoenix LLC, and NRG Energy Center Paxton LLC, or Thermal entities, which are subsidiaries of the Company, are parties to Energy Marketing Services Agreements with NRG Power Marketing, a wholly-owned subsidiary of NRG. Under the agreements, NRG Power Marketing procures fuel and fuel transportation for the operation of the Thermal entities. For each of the three and six months ended June 30, 2018 and 2017, the Thermal entities purchased $2 million and $6 million for each period in each year, respectively, of natural gas from NRG Power Marketing.

Operation and Maintenance (O&M) Services Agreements by and between the Company's subsidiaries and NRG

Certain of the Company's subsidiaries are party to O&M Services Agreements with NRG, pursuant to which NRG subsidiaries provide necessary and appropriate services to operate and maintain the subsidiaries' plant operations, businesses and thermal facilities. NRG is reimbursed for the provided services, as well as for all reasonable and related expenses and expenditures, and payments to third parties for services and materials rendered to or on behalf of the parties to the agreements. NRG is not entitled to any management fee or mark-up under the agreements.

The fees incurred under these agreements were $10 million and $20 million for each of the three and six months ended June 30, 2018, respectively. For the three and six months ended June 30, 2017, the fees incurred were $9 million and $19 million, respectively. The Company had $9 million and $13 million due to NRG for the services performed under the O&M Agreements in accounts payable — affiliate as of June 30, 2018 and December 31, 2017, respectively.

O&M Services Agreements by and between GenConn and NRG

GenConn incurs fees under two O&M agreements with wholly-owned subsidiaries of NRG. For the three and six months ended June 30, 2018 and 2017, the aggregate fees incurred under the agreements were $2 million and $3 million for each period in each year, respectively.

Administrative Services Agreement by and between Marsh Landing and NRG West Coast LLC

Marsh Landing is a party to an administrative services agreement with NRG West Coast LLC, a wholly owned subsidiary of NRG. The Company reimbursed costs under this agreement of $6 million and $9 million for each of the three and six months ended June 30, 2018, respectively. The Company reimbursed costs under the agreement of $3 million and $6 million for the three and six months ended June 30, 2017, respectively. There was a balance of $1 million due to NRG West Coast LLC in accounts payable—affiliate as of June 30, 2018 and December 31, 2017.

Administrative Services Agreements by and between the Company and NRG Renew Operation & Maintenance LLC

Various wholly-owned subsidiaries of the Company in the Renewables segment are party to administrative services agreements with NRG Renew Operation & Maintenance LLC, or RENOM, a wholly-owned subsidiary of NRG, which provides O&M services to these subsidiaries. The Company incurred total expenses for these services of $8 million and $15 million for the three and six months ended June 30, 2018, respectively. The Company incurred total expenses for these services of $6 million and $12 million for the three and six months ended June 30, 2017, respectively. There was a balance of $4 million and $5 million due to RENOM as of June 30, 2018 and December 31, 2017, respectively.

Management Services Agreement by and between the Company and NRG

NRG provides the Company with various operational, management, and administrative services, which include human resources, accounting, tax, legal, information systems, treasury, and risk management, as set forth in the Management Services Agreement. As of June 30, 2018, the base management fee was approximately $9 million per year, subject to an inflation-based adjustment annually at an inflation factor based on the year-over-year U.S. consumer price index. The fee is also subject to adjustments following the consummation of future acquisitions and as a result of a change in the scope of services provided under the Management Services Agreement. Costs incurred under this agreement were $3 million and $5 million for the three and six months ended June 30, 2018, respectively. Costs incurred under this agreement for the three and six months ended June 30, 2017 were $4 million and $6 million, respectively. The costs incurred under the Management Services Agreement included certain direct expenses incurred by NRG on behalf of the Company in addition to the base management fee.

EPC Agreement by and between NECP and NRG

NRG Business Services LLC, a subsidiary of NRG, and NECP, a wholly owned subsidiary of the Company, entered into an EPC agreement for the construction of a 73 MWt district energy system for NECP to provide 150 kpph of steam, 6,750 tons of chilled water and 7.5 MW of emergency backup power service to UPMC Mercy. The initial term of the energy services agreement with UPMC Mercy will be for a period of twenty years from the service commencement date. On June 19, 2018, as discussed in Note 3, Business Acquisitions, NECP purchased the UPMC Thermal Project assets from NRG Business Services LLC for cash consideration of $84 million, subject to working capital adjustments. The Company also recorded a payable of $4 million to be paid to NRG upon final completion of the project, which is included in accounts payable - affiliate as of June 30, 2018.

Note 10 — Condensed Consolidating Financial Information

As of June 30, 2018, Yield Operating LLC had outstanding $500 million of the 2024 Senior Notes and $350 million of the 2026 Senior Notes, collectively Senior Notes, as described in Note 10, Long-term Debt to the consolidated financial statements included in the Company's 2017 Form 10-K. These Senior Notes are guaranteed by NRG Yield LLC, as well as certain of the Company's subsidiaries, or guarantor subsidiaries. These guarantees are both joint and several. The non-guarantor subsidiaries include the rest of the Company's subsidiaries, including those that are subject to project financing.

Unless otherwise noted below, each of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of June 30, 2018:

NRG Yield LLC

Alta Wind 1-5 Holding Company, LLC

Alta Wind Company, LLC

Central CA Fuel Cell 1, LLC

NRG Solar Iguana LLC

NRG Solar Las Vegas MB 1 LLC

NRG Solar Star LLC

NRG Solar Tabernacle LLC

NRG South Trent Holdings LLC

NRG Yield DGPV Holding LLC

NRG Yield RPV Holding LLC

NYLD Fuel Cell Holdings LLC

Portfolio Solar I, LLC

Solar Flagstaff One LLC

Thermal Infrastructure Development Holdings LLC

SPP Asset Holdings, LLC

SPP Fund II, LLC

SPP Fund II Holdings, LLC

SPP Fund II-B, LLC

SPP Fund III, LLC

UB Fuel Cell, LLC

Yield Operating LLC conducts its business through and derives its income from its subsidiaries. Therefore, its ability to make required payments with respect to its indebtedness and other obligations depends on the financial results and condition of its subsidiaries and Yield Operating LLC's ability to receive funds from its subsidiaries. There are no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to Yield Operating LLC. However, there may be restrictions for certain non-guarantor subsidiaries.

The following condensed consolidating financial information presents the financial information of NRG Yield LLC, Yield Operating LLC, the issuer of the Senior Notes, the guarantor subsidiaries and the non-guarantor subsidiaries in accordance with Rule 3-10 under the SEC Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or non-guarantor subsidiaries operated as independent entities.

In this presentation, NRG Yield LLC consists of parent company operations. Guarantor subsidiaries and non-guarantor subsidiaries of NRG Yield LLC are reported on an equity basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis. As described in Note 1, Nature of Business, the Company completed the acquisition of the Buckthorn Solar Drop Down Asset on March 30, 2018. The guidance requires retrospective combination of the entities for all periods presented as if the combination has been in effect since the inception of common control. Accordingly, the Company prepared its condensed consolidating financial statements to reflect the transfers as if they had taken place from the beginning of the financial statements period.

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2018

(Unaudited)



	NRG Yield LLC		Other Guarantor Subsidiaries		Non-Guarantor Subsidiaries			NRG Yield Operating LLC (Note Issuer)			Eliminations^(a)			Consolidated
	(In millions)
Operating Revenues
Total operating revenues	$	—	$	4	$	303		$	—		$	—		$	307
Operating Costs and Expenses
Cost of operations	—		1		73			—			—			74
Depreciation and amortization	—		1		81			—			—			82
General and administrative	—		—		—			6			—			6
Acquisition-related transaction and integration costs	—		—		—			1			—			1
Total operating costs and expenses	—		2		154			7			—			163
Operating Income (Loss)	—		2		149			(7		)	—			144
Other Income (Expense)
Equity in earnings (losses) of consolidated affiliates	162		28		—			123			(313		)	—
Equity in earnings of unconsolidated affiliates	—		13		8			8			—			29
Other income, net	—		—		1			—			—			1
Interest expense	—		—		(50		)	(18		)	—			(68		)
Total other income (expense), net	162		41		(41		)	113			(313		)	(38		)
Net Income	162		43		108			106			(313		)	106
Less: Net loss attributable to noncontrolling interests	—		—		(53		)	(56		)	53			(56		)
Net Income Attributable to NRG Yield LLC	$	162	$	43	$	161		$	162		$	(366	)	$	162

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Six Months ended June 30, 2018

(Unaudited)



	NRG Yield LLC		Other Guarantor Subsidiaries		Non-Guarantor Subsidiaries			NRG Yield Operating LLC (Note Issuer)			Eliminations^(a)			Consolidated
	(In millions)
Operating Revenues
Total operating revenues	$	—	$	6	$	526		$	1		$	(1	)	$	532
Operating Costs and Expenses
Cost of operations	—		1		162			1			(1		)	163
Depreciation and amortization	—		2		161			—			—			163
General and administrative	—		—		—			11			—			11
Acquisition-related transaction and integration costs	—		—		—			2			—			2
Total operating costs and expenses	—		3		323			14			(1		)	339
Operating Income (Loss)	—		3		203			(13		)	—			193
Other Income (Expense)
Equity in earnings of consolidated affiliates	201		12		—			148			(361		)	—
Equity in earnings of unconsolidated affiliates	—		20		4			9			—			33
Other income, net	—		—		2			—			—			2
Interest expense	—		—		(84		)	(36		)	—			(120		)
Total other income (expense), net	201		32		(78		)	121			(361		)	(85		)
Net Income	201		35		125			108			(361		)	108
Less: Net loss attributable to noncontrolling interests	—		—		(64		)	(93		)	64			(93		)
Net Income Attributable to NRG Yield LLC	$	201	$	35	$	189		$	201		$	(425	)	$	201

^(a) All significant intercompany transactions have been eliminated in consolidation.

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended June 30, 2018

(Unaudited)



	NRG Yield LLC		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			NRG Yield Operating LLC (Note Issuer)			Eliminations^(a)			Consolidated
	(In millions)
Net Income	$	162	$	43	$	108		$	106		$	(313	)	$	106
Other Comprehensive Income
Unrealized gain on derivatives	7		1		6			7			(14		)	7
Other comprehensive income	7		1		6			7			(14		)	7
Comprehensive Income	169		44		114			113			(327		)	113
Less: Comprehensive loss attributable to noncontrolling interests	—		—		(53		)	(56		)	53			(56		)
Comprehensive Income Attributable to NRG Yield LLC	$	169	$	44	$	167		$	169		$	(380	)	$	169

For the Six Months ended June 30, 2018

(Unaudited)



	NRG Yield LLC		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			NRG Yield Operating LLC (Note Issuer)			Eliminations^(a)			Consolidated
	(In millions)
Net Income	$	201	$	35	$	125		$	108		$	(361	)	$	108
Other Comprehensive Income
Unrealized gain on derivatives	27		1		22			27			(50		)	27
Other comprehensive income	27		1		22			27			(50		)	27
Comprehensive Income	228		36		147			135			(411		)	135
Less: Comprehensive loss attributable to noncontrolling interests	—		—		(64		)	(93		)	64			(93		)
Comprehensive Income Attributable to NRG Yield LLC	$	228	$	36	$	211		$	228		$	(475	)	$	228

^(a) All significant intercompany transactions have been eliminated in consolidation.

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

June 30, 2018

(Unaudited)



	NRG Yield LLC		Other Guarantor Subsidiaries		Non-Guarantor Subsidiaries		NRG Yield Operating LLC (Note Issuer)		Eliminations^(a)			Consolidated
ASSETS	(In millions)
Current Assets
Cash and cash equivalents	$	45	$	—	$	82	$	—	$	—		$	127
Restricted cash	—		—		139		—		—			139
Accounts receivable — trade	—		3		129		—		—			132
Accounts receivable — affiliate	2		—		—		—		—			2
Inventory	—		—		39		—		—			39
Notes receivable	—		—		6		—		—			6
Prepayments and other current assets	—		—		26		—		—			26
Total current assets	47		3		421		—		—			471
Net property, plant and equipment	—		68		5,308		—		—			5,376
Other Assets
Investment in consolidated subsidiaries	1,945		453		—		3,270		(5,668		)	—
Equity investments in affiliates	—		263		555		365		—			1,183
Intangible assets, net	—		11		1,181		—		—			1,192
Derivative instruments	—		—		23		—		—			23
Other non-current assets	—		—		79		3		—			82
Total other assets	1,945		727		1,838		3,638		(5,668		)	2,480
Total Assets	$	1,992	$	798	$	7,567	$	3,638	$	(5,668	)	$	8,327

^(a) All significant intercompany transactions have been eliminated in consolidation.

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

June 30, 2018

(Continued)



	NRG Yield LLC			Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Yield Operating LLC (Note Issuer)			Eliminations^(a)			Consolidated
LIABILITIES AND MEMBERS' EQUITY	(In millions)
Current Liabilities
Current portion of long-term debt — external	$	—		$	—		$	309		$	—		$	—		$	309
Current portion of long-term debt — affiliate	—			—			—			337			—			337
Accounts payable	—			1			38			1			—			40
Accounts payable — affiliate	—			—			26			21			—			47
Derivative instruments	—			—			6			—			—			6
Accrued expenses and other current liabilities	—			—			34			26			—			60
Total current liabilities	—			1			413			385			—			799
Other Liabilities
Long-term debt — external	—			—			4,129			841			—			4,970
Long-term debt — affiliate	—			—			—			281			—			281
Derivative instruments	—			—			12			—			—			12
Other non-current liabilities	—			2			85			8			—			95
Total non-current liabilities	—			2			4,226			1,130			—			5,358
Total Liabilities	—			3			4,639			1,515			—			6,157
Commitments and Contingencies
Members' Equity
Contributed capital	1,894			821			2,775			2,108			(5,704		)	1,894
Retained earnings (accumulated deficit)	139			(26		)	111			(122		)	37			139
Accumulated other comprehensive loss	(41		)	—			(49		)	(41		)	90			(41		)
Noncontrolling interest	—			—			91			178			(91		)	178
Total Members' Equity	1,992			795			2,928			2,123			(5,668		)	2,170
Total Liabilities and Members’ Equity	$	1,992		$	798		$	7,567		$	3,638		$	(5,668	)	$	8,327

^(a) All significant intercompany transactions have been eliminated in consolidation.

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Six Months ended June 30, 2018

(Unaudited)



	NRG Yield LLC			Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries			NRG Yield Operating LLC (Note Issuer)			Consolidated
	(In millions)
Net Cash Provided by (Used in) Operating Activities	$	—		$	11		$	197		$	(26	)	$	182
Cash Flows from Investing Activities
Intercompany transactions between Yield LLC and subsidiaries	63			—			—			(63		)	—
Acquisition of business, net of cash acquired	—			—			—			(11		)	(11		)
Payments for the Drop Down Assets	—			—			—			(126		)	(126		)
Capital expenditures	—			—			(45		)	—			(45		)
Cash receipts from notes receivable	—			—			7			—			7
Return of investment from unconsolidated affiliates	—			5			5			8			18
Net investments in unconsolidated affiliates	—			(16		)	—			—			(16		)
Other	—			—			7			—			7
Net Cash Provided by (Used in) Investing Activities	63			(11		)	(26		)	(192		)	(166		)
Cash Flows from Financing Activities
Transfer of funds under intercompany cash management arrangement	—			—			(4		)	4			—
Net contributions from noncontrolling interests	—			—			98			11			109
(Payments of) proceeds from distributions	(113		)	—			(276		)	261			(128		)
Payment of debt issuance costs	—			—			(2		)	(3		)	(5		)
Proceeds from issuance of Class C units	73			—			—			—			73
Proceeds from the revolving credit facility	—			—			—			35			35
Payments for the revolving credit facility	—			—			—			(90		)	(90		)
Proceeds from the issuance of long-term debt — external	—			—			227			—			227
Payments for long-term debt	—			—			(285		)	—			(285		)
Net Cash (Used in) Provided by Financing Activities	(40		)	—			(242		)	218			(64		)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	23			—			(71		)	—			(48		)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	22			—			292			—			314
Cash, Cash Equivalents and Restricted Cash at End of Period	$	45		$	—		$	221		$	—		$	266

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2017

(Unaudited)



	NRG Yield LLC^(a)		Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries ^(a)			NRG Yield Operating LLC (Note Issuer) ^(a)			Eliminations ^(b)			Consolidated^(a)
	(In millions)
Operating Revenues
Total operating revenues	$	—	$	3		$	285		$	1		$	(1	)	$	288
Operating Costs and Expenses
Cost of operations	—		—			77			1			(1		)	77
Depreciation and amortization	—		—			79			—			—			79
General and administrative	—		—			—			6			—			6
Acquisition-related transaction and integration costs	—		—			—			1			—			1
Total operating costs and expenses	—		—			156			8			(1		)	163
Operating Income (Loss)	—		3			129			(7		)	—			125
Other Income (Expense)
Equity in earnings of consolidated affiliates	77		21			—			70			(168		)	—
Equity in earnings of unconsolidated affiliates	—		—			6			10			—			16
Other income, net	1		—			—			—			—			1
Interest expense	—		(1		)	(67		)	(18		)	—			(86		)
Total other income (expense), net	78		20			(61		)	62			(168		)	(69		)
Net Income	78		23			68			55			(168		)	56
Less: Net loss attributable to noncontrolling interests	—		—			(1		)	(22		)	1			(22		)
Net Income Attributable to NRG Yield LLC	$	78	$	23		$	69		$	77		$	(169	)	$	78

^(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.

^(b) All significant intercompany transactions have been eliminated in consolidation.

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2017

(Unaudited)



	NRG Yield LLC ^(a)		Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries ^(a)			NRG Yield Operating LLC (Note Issuer) ^(a)			Eliminations ^(b)			Consolidated^(a)
	(In millions)
Operating Revenues
Total operating revenues	$	—	$	5		$	504		$	1		$	(1	)	$	509
Operating Costs and Expenses
Cost of operations	—		1			161			1			(1		)	162
Depreciation and amortization	—		2			154			—			—			156
General and administrative	—		—			—			10			—			10
Acquisition-related transaction and integration costs	—		—			—			2			—			2
Total operating costs and expenses	—		3			315			13			(1		)	330
Operating Income (Loss)	—		2			189			(12		)	—			179
Other Income (Expense)
Equity in income of consolidated affiliates	88		10			—			92			(190		)	—
Equity in earnings of unconsolidated affiliates	—		2			22			11			—			35
Other income, net	1		—			1			—			—			2
Loss on debt extinguishment	—		(2		)	—			—			—			(2		)
Interest expense	—		1			(123		)	(36		)	—			(158		)
Total other income (expense), net	89		11			(100		)	67			(190		)	(123		)
Net Income	89		13			89			55			(190		)	56
Less: Net loss attributable to noncontrolling interests	—		—			(2		)	(33		)	2			(33		)
Net Income Attributable to NRG Yield LLC	$	89	$	13		$	91		$	88		$	(192	)	$	89

^(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.

^(b) All significant intercompany transactions have been eliminated in consolidation.

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended June 30, 2017

(Unaudited)



	NRG Yield LLC^(a)			Other Guarantor Subsidiaries		Non-Guarantor Subsidiaries ^(a)			NRG Yield Operating LLC (Note Issuer) ^(a)			Eliminations ^(b)			Consolidated ^(a)
	(In millions)
Net Income	$	78		$	23	$	68		$	55		$	(168	)	$	56
Other Comprehensive Income
Unrealized loss on derivatives	(7		)	—		(6		)	(7		)	13			(7		)
Other comprehensive income	(7		)	—		(6		)	(7		)	13			(7		)
Comprehensive Income	71			23		62			48			(155		)	49
Less: Comprehensive loss attributable to noncontrolling interests	—			—		(2		)	(22		)	2			(22		)
Comprehensive Income Attributable to NRG Yield LLC	$	71		$	23	$	64		$	70		$	(157	)	$	71

For the Six Months Ended June 30, 2017

(Unaudited)



	NRG Yield LLC ^(a)		Other Guarantor Subsidiaries		Non-Guarantor Subsidiaries ^(a)			NRG Yield Operating LLC (Note Issuer) ^(a)			Eliminations ^(b)			Consolidated ^(a)
	(In millions)
Net Income	$	89	$	13	$	89		$	55		$	(190	)	$	56
Other Comprehensive Income
Unrealized gain on derivatives	—		—		—			—			—			—
Other comprehensive income	—		—		—			—			—			—
Comprehensive Income	89		13		89			55			(190		)	56
Less: Comprehensive loss attributable to noncontrolling interests	—		—		(2		)	(33		)	2			(33		)
Comprehensive Income Attributable to NRG Yield LLC	$	89	$	13	$	91		$	88		$	(192	)	$	89

^(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.

^(b) All significant intercompany transactions have been eliminated in consolidation.

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2017



	NRG Yield LLC^(a)		Other Guarantor Subsidiaries		Non-Guarantor Subsidiaries^(a)		NRG Yield Operating LLC (Note Issuer)^(a)		Eliminations ^(b)			Consolidated^(a)
ASSETS	(In millions)
Current Assets
Cash and cash equivalents	$	22	$	—	$	124	$	—	$	—		$	146
Restricted cash	—		—		168		—		—			168
Accounts receivable — trade	—		1		93		1		—			95
Accounts receivable — affiliate	1		—		—		—		—			1
Inventory	—		—		39		—		—			39
Notes receivable	—		—		13		—		—			13
Prepayments and other current assets	—		—		18		1		—			19
Total current assets	23		1		455		2		—			481

Net property, plant and equipment	—		59		5,351		—		—			5,410
Other Assets
Investment in consolidated subsidiaries	1,844		460		—		3,198		(5,502		)	—
Equity investments in affiliates	—		233		577		368		—			1,178
Intangible assets, net	—		12		1,216		—		—			1,228
Derivative instruments	—		—		1		—		—			1
Other non-current assets	—		—		62		—		—			62
Total other assets	1,844		705		1,856		3,566		(5,502		)	2,469
Total Assets	$	1,867	$	765	$	7,662	$	3,568	$	(5,502	)	$	8,360

^(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.

^(b) All significant intercompany transactions have been eliminated in consolidation.

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2017

(Continued)



	NRG Yield LLC^(a)			Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries^(a)			NRG Yield Operating LLC (Note Issuer)^(a)			Eliminations ^(b)			Consolidated^(a)
LIABILITIES AND MEMBERS' EQUITY	(In millions)
Current Liabilities
Current portion of long-term debt — external	$	—		$	—		$	339		$	—		$	—		$	339
Accounts payable	—			—			46			—			—			46
Accounts payable — affiliate	—			—			33			16			—			49
Derivative instruments	—			—			18			—			—			18
Accrued expenses and other current liabilities	—						62			25			—			87
Total current liabilities	—			—			498			41			—			539
Other Liabilities
Long-term debt — external	—			—			4,153			896			—			5,049
Long-term debt — affiliate	—			—			—			618			—			618
Derivative instruments	—			—			31			—			—			31
Other non-current liabilities	—			2			85			7			—			94
Total non-current liabilities	—			2			4,269			1,521			—			5,792
Total Liabilities	—			2			4,767			1,562			—			6,331
Commitments and Contingencies
Members' Equity
Contributed capital	1,919			822			2,934			2,119			(5,875		)	1,919
Retained earnings (Accumulated deficit)	16			(58		)	(25		)	(207		)	290			16
Accumulated other comprehensive loss	(68		)	(1		)	(71		)	(68		)	140			(68		)
Noncontrolling Interest	—			—			57			162			(57		)	162
Total Members' Equity	1,867			763			2,895			2,006			(5,502		)	2,029
Total Liabilities and Members’ Equity	$	1,867		$	765		$	7,662		$	3,568		$	(5,502	)	$	8,360

^(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.

^(b) All significant intercompany transactions have been eliminated in consolidation.

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2017

(Unaudited)



	NRG Yield LLC ^(a)			Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries ^(a)			NRG Yield Operating LLC (Note Issuer)			Consolidated ^(a)
	(In millions)
Net Cash Provided by Operating Activities	$	—		$	20		$	151		$	(1	)	$	170
Cash Flows from Investing Activities
Intercompany transactions from Yield LLC to subsidiaries	(40		)	—			—			40			—
Payments for the Drop Down Assets	—			—			—			(131		)	(131		)
Capital expenditures	—			—			(60		)	—			(60		)
Cash receipts from notes receivable	—			—			9			—			9
Return of investment from unconsolidated affiliates	—			5			6			14			25
Net investments in unconsolidated affiliates	—			(26		)	(7		)	—			(33		)
Net Cash Used in Investing Activities	(40		)	(21		)	(52		)	(77		)	(190		)
Cash Flows from Financing Activities
Transfer of funds under intercompany cash management arrangement	(6		)	—			—			6			—
Net contributions from noncontrolling interests	—			—			2			13			15
Net distributions and return of capital to NRG prior to the acquisition of Drop Down Assets	—			25			(44		)	(7		)	(26		)
Proceeds from the issuance of Class C units	14			—			—			—			14
(Payments of) proceeds from distributions	(97		)	—			(66		)	66			(97		)
Payments of debt issuance costs	—			—			(12		)	—			(12		)
Proceeds from the issuance of long-term debt - external	—			—			99			—			99
Payments for long-term debt — external	—			(30		)	(142		)	—			(172		)
Net Cash (Used in) Provided by Financing Activities	(89		)	(5		)	(163		)	78			(179		)
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(129		)	(6		)	(64		)	—			(199		)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	211			9			277			—			497
Cash, Cash Equivalents and Restricted Cash at End of Period	$	82		$	3		$	213		$	—		$	298

^(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.

Note 11 — Contingencies

This note should be read in conjunction with the complete description under Note 14, Commitments and Contingencies, to the Company's 2017 Form 10-K.

The Company's material legal proceedings are described below. The Company believes that it has valid defenses to these legal proceedings and intends to defend them vigorously. The Company records reserves for estimated losses from contingencies when information available indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. As applicable, the Company has established an adequate reserve for the matters discussed below. In addition, legal costs are expensed as incurred. Management assesses such matters based on current information and makes a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought, and the probability of success. The Company is unable to predict the outcome of the legal proceedings below or reasonably estimate the scope or amount of any associated costs and potential liabilities. As additional information becomes available, management adjusts its assessment and estimates of such contingencies accordingly. Because litigation is subject to inherent uncertainties and unfavorable rulings or developments, it is possible that the ultimate resolution of the Company's liabilities and contingencies could be at amounts that are different from its currently recorded reserves and that such difference could be material.

In addition to the legal proceedings noted below, the Company and its subsidiaries are party to other litigation or legal proceedings arising in the ordinary course of business. In management's opinion, the disposition of these ordinary course matters will not materially adversely affect the Company's consolidated financial position, results of operations, or cash flows.

Braun v. NRG Yield, Inc. — On April 19, 2016, plaintiffs filed a putative class action lawsuit against NRG Yield, Inc., the current and former members of its board of directors individually, and other parties in California Superior Court in Kern County, California. Plaintiffs allege various violations of the Securities Act due to the defendants’ alleged failure to disclose material facts related to low wind production prior to the NRG Yield, Inc.'s June 22, 2015 Class C common stock offering. Plaintiffs seek compensatory damages, rescission, attorney’s fees and costs. The defendants filed demurrers and a motion challenging jurisdiction on October 18, 2016. On July 30, 2018, the plaintiffs filed an opposition to the defendants’ motion to quash service of the summons and an opposition to the defendants’ demurrer.

GenOn Noteholders' Lawsuit — On December 13, 2016, certain indenture trustees for an ad hoc group of holders, or the Noteholders, of the GenOn Energy, Inc., or GenOn, 7.875% Senior Notes due 2017, 9.500% Notes due 2018, and 9.875% Notes due 2020, and the GenOn Americas Generation, LLC 8.50% Senior Notes due 2021 and 9.125% Senior Notes due 2031, along with certain of the Noteholders, filed a complaint in the Superior Court of the State of Delaware against NRG and GenOn alleging certain claims related to the Services Agreement between NRG and GenOn. On April 30, 2017, the Noteholders filed an amended complaint that asserts additional claims of fraudulent transfer, insider preference and breach of fiduciary duties. In addition to NRG and GenOn, the amended complaint names NRG Yield LLC and certain current and former officers and directors of GenOn as defendants. The plaintiffs, among other things, generally seek return of all monies paid under the Services Agreement and any other damages that the court deems appropriate. On April 28, 2017, the bondholders filed an amended complaint adding the GenOn directors and officers as defendants and asserting claims that they breached certain fiduciary duties. Plaintiffs specifically allege that the transfer of Marsh Landing to NRG Yield LLC constituted a fraudulent transfer. On June 12, 2017, certain GenOn entities, NRG and certain holders of the GenOn and GenOn Americas Generation, LLC senior notes entered into a restructuring support and lock-up agreement. On July 13, 2018, NRG and GenOn executed a term sheet that resolves and releases the GenOn Noteholder litigation.

ITEM 2 — Management's Discussion and Analysis of Financial Condition and the Results of Operations

The following discussion analyzes the Company's historical financial condition and results of operations, which were recast to include the effect of the Buckthorn Solar Drop Down Asset.

As you read this discussion and analysis, refer to the Company's Consolidated Financial Statements to this Form 10-Q, which present the results of operations for the six months ended June 30, 2018 and 2017. Also refer to the Company's 2017 Form 10-K, which includes detailed discussions of various items impacting the Company's business, results of operations and financial condition.

The discussion and analysis below has been organized as follows:


•	Executive Summary, including a description of the business and significant events that are important to understanding the results of operations and financial condition;


•	Known trends that may affect the Company’s results of operations and financial condition in the future;


•	Results of operations, including an explanation of significant differences between the periods in the specific line items of the consolidated statements of income;


•	Financial condition addressing liquidity position, sources and uses of cash, capital resources and requirements, commitments, and off-balance sheet arrangements; and


•	Critical accounting policies which are most important to both the portrayal of the Company's financial condition and results of operations, and which require management's most difficult, subjective or complex judgment.

Executive Summary

Introduction and Overview

NRG Yield LLC was formed by NRG as a Delaware limited liability company on March 5, 2013, to serve as the primary vehicle through which NRG owns, operates and acquires contracted renewable and conventional generation and thermal infrastructure assets. The Company believes it is well positioned to be a premier company for investors seeking stable and growing distributions income from a diversified portfolio of lower-risk assets.

The Company owns a diversified portfolio of contracted renewable and conventional generation and thermal infrastructure assets in the U.S. The Company’s contracted generation portfolio collectively represents 5,118 net MW as of June 30, 2018. Nearly all of these assets sell substantially all of their output pursuant to long-term offtake agreements with creditworthy counterparties. The weighted average remaining contract duration of these offtake agreements was approximately 15 years as of June 30, 2018, based on CAFD. The Company also owns thermal infrastructure assets with an aggregate steam and chilled water capacity of 1,392 net MWt and electric generation capacity of 133 net MW. These thermal infrastructure assets provide steam, hot water and/or chilled water, and in some instances electricity, to commercial businesses, universities, hospitals and governmental units in multiple locations, principally through long-term contracts or pursuant to rates regulated by state utility commissions.

Strategic Sponsorship with Global Infrastructure Partners

On February 6, 2018, Global Infrastructure Partners, or GIP, entered into a purchase and sale agreement with NRG, or the NRG Transaction, for the acquisition of NRG’s full ownership interest in NRG Yield, Inc. and NRG’s renewable energy development and operations platform. The NRG Transaction is subject to certain closing conditions, including customary legal and regulatory approvals. As of July 31, 2018, all regulatory approvals have been received and the Company expects the NRG Transaction to close in the third quarter of 2018.

In connection with the NRG Transaction, the Company entered into a Consent and Indemnity Agreement with NRG and GIP setting forth key terms and conditions of the Company's consent to the NRG Transaction. The key provisions of the Consent and Indemnity Agreement are described in the Company's 2017 Form 10-K in Item 7, Management's Discussion and Analysis of Financial Condition and the Results of Operations.

Significant Events During the Quarter

Drop Down Offer


•	On June 27, 2018, NRG, through its renewables business, offered the Company the opportunity to acquire 80 MW of utility-scale solar projects located in Kawailoa and Oahu, Hawaii. The acquisition is subject to negotiation and approval by NRG Yield's Independent Directors.

UPMC Thermal Project Acquisition and Thermal Financings


•	On June 19, 2018, upon reaching substantial completion, the Company acquired from NRG the UPMC Thermal Project for cash consideration of $84 million, subject to working capital adjustments. The Company will pay NRG an additional $4 million at final completion of the project.

•

As further described in Note 7, Long-term Debt, on June 19, 2018, NRG Energy Center Minneapolis LLC, a subsidiary of the Company, entered into an amended and restated Thermal note purchase and private shelf agreement under which it authorized the issuance of the Series E Notes, Series F Notes, Series G Notes, and Series H Notes and established a private shelf facility for the further issuance of $40 million in notes.

Refinancing of the Revolving Credit Facility


•	On April 30, 2018, the Company closed on the refinancing of the revolving credit facility, which extended the maturity of the facility to April 28, 2023 and decreased the Company's overall cost of borrowing. The facility will continue to be used for general corporate purposes including financing of future acquisitions and posting letters of credit.

Environmental Matters and Regulatory Matters

The Company’s environmental matters and regulatory matters are described in the Company’s 2017 Form 10-K in Item 1, Business — Regulatory Matters and Item 1A, Risk Factors.

Trends Affecting Results of Operations and Future Business Performance

The Company’s trends are described in the Company’s 2017 Form 10-K in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Trends Affecting Results of Operations and Future Business Performance.

Consolidated Results of Operations

The following table provides selected financial information:



	Three months ended June 30,									Six months ended June 30,
(In millions)	2018			2017			Change			2018			2017			Change
Operating Revenues
Energy and capacity revenues	$	325		$	305		$	20		$	567		$	543		$	24
Contract amortization	(18		)	(17		)	(1		)	(35		)	(34		)	(1		)
Total operating revenues	307			288			19			532			509			23
Operating Costs and Expenses
Cost of fuels	17			14			3			37			30			7
Operations and maintenance	42			46			(4		)	94			98			(4		)
Other costs of operations	15			17			(2		)	32			34			(2		)
Depreciation and amortization	82			79			3			163			156			7
General and administrative	6			6			—			11			10			1
Acquisition-related transaction and integration costs	1			1			—			2			2			—
Total operating costs and expenses	163			163			—			339			330			9
Operating Income	144			125			19			193			179			14
Other Income (Expense)
Equity in earnings of unconsolidated affiliates	29			16			13			33			35			(2		)
Other income, net	1			1			—			2			2			—
Loss on debt extinguishment	—			—			—			—			(2		)	2
Interest expense	(68		)	(86		)	18			(120		)	(158		)	38
Total other expense, net	(38		)	(69		)	31			(85		)	(123		)	38
Net Income	106			56			50			108			56			52
Less: Loss attributable to noncontrolling interests	(56		)	(22		)	(34		)	(93		)	(33		)	(60		)
Net Income Attributable to NRG Yield LLC	$	162		$	78		$	84		$	201		$	89		$	112



	Three months ended June 30,				Six months ended June 30,
Business metrics:	2018		2017		2018		2017
Renewables MWh generated/sold (in thousands) ^(a)	2,308		2,112		3,924		3,789
Thermal MWt sold (in thousands)	462		418		1,079		987
Thermal MWh sold (in thousands) ^(b)	9		9		18		18
Conventional MWh generated (in thousands) ^(a)(c)	367		313		805		455
Conventional equivalent availability factor	97.5	%	94.1	%	91.2	%	88.9	%

^(a) Volumes do not include the MWh generated/sold by the Company's equity method investments.

^(b)MWh sold do not include 19 MWh and 11 MWh during the three months ended June 30, 2018 and 2017, respectively, and 29 MWh and 18 MWh during the six months ended June 30, 2018 and 2017, respectively, generated by NRG Dover, a subsidiary of the Company, under the PPA with NRG Power Marketing, as further described in Note 9, Related Party Transactions.

^(c)Volumes generated are not sold by the Company as the Conventional facilities sell capacity rather than energy.

Management’s Discussion of the Results of Operations for the Three Months Ended June 30, 2018 and 2017

Gross Margin

The Company calculates gross margin in order to evaluate operating performance as operating revenues less cost of sales, which includes cost of fuel, contract and emission credit amortization and mark-to-market for economic hedging activities.

Economic Gross Margin

In addition to gross margin, the Company evaluates its operating performance using the measure of economic gross margin, which is not a GAAP measure and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report. Economic gross margin should be viewed as a supplement to and not a substitute for the Company's presentation of gross margin, which is the most directly comparable GAAP measure. Economic gross margin is not intended to represent gross margin. The Company believes that economic gross margin is useful to investors as it is a key operational measure reviewed by the Company's chief operating decision maker. Economic gross margin is defined as energy and capacity revenue less cost of fuels. Economic gross margin excludes the following components from GAAP gross margin: contract amortization, mark-to-market results, emissions credit amortization and (losses) gains on economic hedging activities. Mark-to-market results consist of unrealized gains and losses on contracts that are not yet settled.

The below tables present the composition of gross margin, as well as the reconciliation to economic gross margin, for the three months ended June 30, 2018 and 2017:



	Conventional Generation			Renewables			Thermal			Total
(In millions)
Three months ended June 30, 2018
Energy and capacity revenues	$	87		$	193		$	45		$	325
Cost of fuels	(1		)	—			(16		)	(17		)
Contract amortization	(2		)	(16		)	—			(18		)
Gross margin	84			177			29			290
Contract amortization	2			16			—			18
Economic gross margin	$	86		$	193		$	29		$	308

Three months ended June 30, 2017
Energy and capacity revenues	$	85		$	180		$	40		$	305
Cost of fuels	—			—			(14		)	(14		)
Contract amortization	(2		)	(15		)	—			(17		)
Gross margin	83			165			26			274
Contract amortization	2			15			—			17
Economic gross margin	$	85		$	180		$	26		$	291

Gross margin increased by $16 million during the three months ended June 30, 2018, compared to the same period in 2017, as further summarized below:



Segment	Increase		Reason for Increase
Renewables:	$	12	9% increase in volume generated by wind projects, primarily at the Alta Wind projects, as well as 2% increase in solar generation, primarily at CVSR
Thermal:	3		Steam sales revenues generated at the UPMC Thermal Project pursuant to the Energy Sales Agreement between the Company and UPMC Mercy
Conventional :	1		Higher plant availability at Walnut Creek in 2018, partially offset by lower start revenue at Marsh Landing
	$	16

Operations and Maintenance

Operations and maintenance expense decreased by $4 million during the three months ended June 30, 2018, primarily due to lower net losses on disposal and replacement of assets at Walnut Creek and El Segundo, as well as lower costs related to the forced outages at Walnut Creek in the second quarter of 2018 compared to the same period in 2017.

Depreciation and Amortization Expense

Depreciation and amortization expense increased by $3 million during the three months ended June 30, 2018, compared to the same period in 2017, primarily due to change in estimated useful lives for certain components of fixed assets in the Renewables segment in the first half of 2017, as well as due to the substantial completion of the Buckthorn Solar project in May 2018.

Equity in Earnings of Unconsolidated Affiliates

Equity in earnings of unconsolidated affiliates increased by $13 million during the three months ended June 30, 2018, compared to the same period in 2017, primarily due to income allocated to the Company in DGPV Holdco 3, which was formed in September 2017. The HLBV method of accounting generally allocates more losses to the TE investors in the first several years after fund formation, and conversely, more income to the Company.

Interest Expense

Interest expense decreased by $18 million during the three months ended June 30, 2018, compared to the same period in 2017, primarily due to changes in the fair value of interest rate swaps during the second quarter of 2018.

Income Attributable to Noncontrolling Interests

For the three months ended June 30, 2018, the Company had a loss of $56 million attributable to noncontrolling interests with respect to its tax equity financing arrangements and the application of the HLBV method. For the three months ended June 30, 2017, the Company had a loss of $22 million attributable to noncontrolling interests with respect to its tax equity financing arrangements and the application of the HLBV method, which generally allocates more loss to the noncontrolling interest in the first several years after fund formation, reflecting the allocation of tax items such as production tax credits and tax depreciation to the fund investors.

Management’s Discussion of the Results of Operations for the Six Months Ended June 30, 2018 and 2017

Gross Margin

Economic Gross Margin

The below tables present the composition of gross margin, as well as the reconciliation to economic gross margin, for the six months ended June 30, 2018 and 2017:



	Conventional Generation			Renewables			Thermal			Total
(In millions)
Six months ended June 30, 2018
Energy and capacity revenues	$	167		$	306		$	94		$	567
Cost of fuels	(2		)	—			(35		)	(37		)
Contract amortization	(3		)	(31		)	(1		)	(35		)
Gross margin	162			275			58			495
Contract amortization	3			31			1			35
Economic gross margin	$	165		$	306		$	59		$	530

Six months ended June 30, 2017
Energy and capacity revenues	$	161		$	297		$	85		$	543
Cost of fuels	—			—			(30		)	(30		)
Contract amortization	(3		)	(30		)	(1		)	(34		)
Gross margin	158			267			54			479
Contract amortization	3			30			1			34
Economic gross margin	$	161		$	297		$	55		$	513

Gross margin increased by $16 million during the six months ended June 30, 2018, compared to the same period in 2017, due to a combination of the drivers summarized in the table below:



Segment	Increase		Reason for Increase
Renewables:	$	8	3% increase in volume generated by wind projects, primarily in connection with higher wind resource at the Alta Wind projects, as well as a 5% increase in solar generation, primarily at CVSR
Conventional:	4		Higher plant availability at Walnut Creek and El Segundo
Thermal:	4		Increased consumption across the portfolio in 2018, as well as steam sales revenues generated at the UPMC Thermal Project pursuant to the Energy Sales Agreement between the Company and UPMC Mercy
	$	16

Operations and Maintenance

Operations and maintenance expense decreased by $4 million during the six months ended June 30, 2018, compared to the same period in 2017, primarily due to lower net losses on disposal and replacement of assets at Walnut Creek and El Segundo, as well as lower costs related to the forced outages at Walnut Creek in the first half of 2018 compared to the same period in 2017, partially offset by higher personnel and maintenance costs in Thermal segment in connection with the UPMC Thermal Project going on-line in March 2018.

Depreciation and Amortization Expense

Depreciation and amortization expense increased by $7 million during the six months ended June 30, 2018, compared to the same period in 2017, due to changes in estimated useful lives for certain components of fixed assets in the first half of 2017 in the Conventional and Renewables segments, as well as due to the substantial completion of the Buckthorn Solar project in May 2018.

Equity in Earnings of Unconsolidated Affiliates

Equity in earnings of unconsolidated affiliates decreased by $2 million during the six months ended June 30, 2018, compared to the same period in 2017, primarily driven by the prior period HLBV income allocated to the Company’s interests in the Utah Portfolio offset by income allocated to the Company in DGPV Holdco 3, which was formed in September 2017. The HLBV method of accounting generally allocates more losses to the TE investors in the first several years after fund formation, and conversely, more income to the Company. The prior period losses allocated to the TE investors were primarily driven by early tax losses allocated to the TE investor in the Utah Solar Portfolio.

Interest Expense

Interest expense decreased by $38 million during the six months ended June 30, 2018, compared to the same period in 2017, primarily due to changes in the fair value of interest rate swaps during the first half of 2018.

Income Attributable to Noncontrolling Interests

For the six months ended June 30, 2018, the Company had a loss of $93 million attributable to noncontrolling interests with respect to its tax equity financing arrangements and the application of the HLBV method. For the six months ended June 30, 2017, the Company had a loss of $33 million attributable to noncontrolling interests with respect to its tax equity financing arrangements and application of the HLBV method, which generally allocates more loss to the noncontrolling interest in the first several years after fund formation, reflecting the allocation of tax items such as production tax credits and tax depreciation to the fund investors.

Liquidity and Capital Resources

The Company's principal liquidity requirements are to meet its financial commitments, finance current operations, fund capital expenditures, including acquisitions from time to time, service debt and pay distributions. As a normal part of the Company's business, depending on market conditions, the Company will from time to time consider opportunities to repay, redeem, repurchase or refinance its indebtedness. Changes in the Company's operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause the Company to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions.

Liquidity Position

As of June 30, 2018, the Company had $428 million of available borrowings under its revolving credit facility. As of June 30, 2018 and December 31, 2017, the Company's liquidity was $694 million and $680 million, respectively, comprised of the following:



(In millions)	June 30, 2018		December 31, 2017
Cash and cash equivalents:
NRG Yield LLC, excluding subsidiaries	45		22
Subsidiaries	82		124
Restricted cash:
Operating accounts	43		25
Reserves, including debt service, distributions, performance obligations and other reserves	96		143
Total	$	266	$	314
Revolving credit facility availability	428		366
Total liquidity	$	694	$	680

As of June 30, 2018, there were no outstanding borrowings and $67 million of letters of credit outstanding under the Company's revolving credit facility.

Management believes that the Company's liquidity position, cash flows from operations and availability under its revolving credit facility will be adequate to meet the Company's financial commitments; debt service obligations; growth, operating and maintenance capital expenditures; and to fund distributions to Yield, Inc. and NRG. Management continues to regularly monitor the Company's ability to finance the needs of its operating, financing and investing activity within the dictates of prudent balance sheet management.

Credit Ratings

Credit rating agencies rate a firm's public debt securities. These ratings are utilized by the debt markets in evaluating a firm's credit risk. Ratings influence the price paid to issue new debt securities by indicating to the market the Company's ability to pay principal, interest and preferred dividends. Rating agencies evaluate a firm's industry, cash flow, leverage, liquidity, and hedge profile, among other factors, in their credit analysis of a firm's credit risk.

As of June 30, 2018, the Company's 2024 Senior Notes and 2026 Senior Notes are rated BB by S&P and Ba2 by Moody's, respectively. The ratings outlook is stable.

Sources of Liquidity

The Company's principal sources of liquidity include cash on hand, cash generated from operations, borrowings under new and existing financing arrangements and the issuance of additional equity and debt securities as appropriate given market conditions. As described in Item 1— Note 7, Long-term Debt, to this Form 10-Q and Note 10, Long-term Debt, to the consolidated financial statements included in the Company's 2017 Form 10-K, the Company's financing arrangements consist of the revolving credit facility, the Senior Notes, the ATM Program, its intercompany borrowings with Yield, Inc. and project-level financings for its various assets.

On April 30, 2018, the Company closed on the refinancing of the revolving credit facility, which extended the maturity of the facility to April 28, 2023 and decreased the Company's overall cost of borrowing. The facility will continue to be used for general corporate purposes including financing of future acquisitions and posting letters of credit.

At-the-Market Equity Offering Program

As of July 3, 2018, approximately $38 million of Class C common stock remains available for issuance under the ATM Program.

Energy Center Minneapolis Series E, F, G, H Notes

On June 19, 2018, NRG Energy Center Minneapolis LLC, a subsidiary of the Company, completed the issuances of 4.80% Series E notes due June 15, 2033, or the Series E Notes, and 4.60% Series F notes due March 15, 2033, or the Series F Notes, for gross proceeds of $80 million. The proceeds of the Series E Notes and Series F Notes were utilized to finance the acquisition of the UPMC Thermal Project. Also, on June 19, 2018, NRG Energy Center Minneapolis LLC issued $83 million of 5.90% Series G notes due June 15, 2035, which were utilized to refinance its $83 million of outstanding Series C notes. NRG Energy Center Minneapolis LLC also issued 4.83% Series H notes due June 15, 2037, or Series H Notes for proceeds of $40 million and established a private shelf facility for the future issuance of $40 million in additional notes.

Uses of Liquidity

The Company's requirements for liquidity and capital resources, other than for operating its facilities, are categorized as: (i) debt service obligations, as described more fully in Item 1 — Note 7, Long-term Debt; (ii) capital expenditures; (iii) acquisitions and investments; and (iv) distributions.

Capital Expenditures

The Company's capital spending program is mainly focused on maintenance capital expenditures, consisting of costs to maintain the assets currently operating, such as costs to replace or refurbish assets, and growth capital expenditures consisting of costs to construct new assets, costs to complete the construction of assets where construction is in process, and capital expenditures related to acquiring additional thermal customers. For the six months ended June 30, 2018, the Company used approximately $45 million to fund capital expenditures, including growth expenditures of $26 million in the Renewables segment in connection with the construction of Buckthorn Solar Drop Down Asset. The $26 million includes $10 million incurred by NRG during the construction of the Buckthorn Solar project prior to its acquisition by the Company on March 30, 2018, as described below. For the six months ended June 30, 2017, the Company used approximately $60 million to fund capital expenditures, of which $47 million related to growth expenditures in the Renewables segment paid by NRG in connection with the construction of Buckthorn Solar. The Company develops annual capital spending plans based on projected requirements for maintenance and growth capital. The Company estimates $32 million of maintenance expenditures for 2018. These estimates are subject to continuing review and adjustment and actual capital expenditures may vary from these estimates.

Acquisitions and Investments

The Company intends to acquire generation and thermal infrastructure assets developed and constructed by NRG and third parties in the future, as well as generation and thermal infrastructure assets from third parties where the Company believes its knowledge of the market and operating expertise provides a competitive advantage, and to utilize such acquisitions as a means to grow its CAFD.

UPMC Thermal Project — On June 19, 2018, upon reaching substantial completion, the Company acquired from NRG the UPMC Thermal Project for cash consideration of $84 million, subject to working capital adjustments. The Company also recorded a payable of $4 million to be paid to NRG upon final completion of the project. The project adds 73 MWt of thermal equivalent capacity and 7.5 MW of emergency backup thermal capacity to the Company's portfolio. The transaction was accounted for as an asset acquisition and is reflected in the Company's Thermal segment.

Carlsbad Energy Holdings LLC — On February 6, 2018, the Company entered into an agreement with NRG to purchase 100% of the membership interests in Carlsbad Energy Holdings LLC, which indirectly owns the Carlsbad project, a 527 MW natural gas fired project in Carlsbad, CA, pursuant to the ROFO Agreement. The purchase price for the transaction is $365 million in cash consideration, subject to customary working capital and other adjustments. The transaction is expected to close during the fourth quarter of 2018 and is contingent upon the consummation of the NRG Transaction.

Investment Partnership with NRG

During the six months ended June 30, 2018, the Company invested $16 million in distributed generation partnerships with NRG.

Cash Distributions to Yield, Inc. and NRG

The Company intends to distribute to its unit holders in the form of a quarterly distribution all of the CAFD it generates each quarter, less reserves for the prudent conduct of the business, including among others, maintenance capital expenditures to maintain the operating capacity of the assets. Dividends on the Class A common stock and Class C common stock are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations. The Company expects that, based on current circumstances, comparable cash dividends will continue to be paid in the foreseeable future.

The following table lists the distributions paid on the Company's Class A, B, C and D units during the six months ended June 30, 2018:



	Second Quarter 2018		First Quarter 2018
Distributions per Class A, B, C and D unit	$	0.309	$	0.298

Cash Flow Discussion

The following table reflects the changes in cash flows for the six months ended June 30, 2018, compared to the six months ended June 30, 2017:



	Six months ended June 30,
	2018			2017			Change
	(In millions)
Net cash provided by operating activities	$	182		$	170		$	12
Net cash used in investing activities	(166		)	(190		)	24
Net cash used in financing activities	(64		)	(179		)	115

Net Cash Provided By Operating Activities



Changes to net cash provided by operating activities were driven by:	(In millions)
Increase in operating income adjusted for non-cash items	$	23
Changes in other working capital primarily due to a higher increase in accounts receivable balances in the first half of 2018 compared to the same period in 2017	(14		)
Higher distributions from unconsolidated affiliates	3
	$	12

Net Cash Used In Investing Activities



Changes to net cash used in investing activities were driven by:	(In millions)
Lower payments for the Buckthorn Solar Drop Down Asset and UPMC Thermal Project in 2018 compared to the payment made for the March 2017 Drop Down Assets in 2017	$	5
Payment to acquire Central CA Fuel Cell 1, LLC in 2018	(11		)
Decrease in capital expenditures driven primarily by the substantial completion of the Buckthorn Solar Drop Down Asset in May 2018	15
Lower net investment in unconsolidated affiliates primarily in the DGPV partnerships with NRG during 2018	10
Other	5
	$	24

Net Cash Used in Financing Activities



Changes in net cash used in financing activities were driven by:	(In millions)
Lower distributions, net of contributions to NRG for the Drop Down Assets relating to the pre-acquisition period in 2018 compared to 2017	$	26
Net repayments under the revolving credit facility in 2018	(55		)
Increase in net contributions from noncontrolling interests primarily from Buckthorn Holdings, LLC's Class A member in 2018, as described in Note 3, Business Acquisitions	94
Higher proceeds from the issuance of Class C units	59
Net proceeds from the refinancing of the Thermal note purchase and private shelf agreement, as described in Note 7, Long-term Debt	120
Conversion of the Buckthorn Solar Portfolio, LLC Construction Loan to a term loan in 2018	(98		)
Increase in distributions paid to unit holders	(31		)
	$	115

Off-Balance Sheet Arrangements

Obligations under Certain Guarantee Contracts

The Company may enter into guarantee arrangements in the normal course of business to facilitate commercial transactions with third parties.

Retained or Contingent Interests

The Company does not have any material retained or contingent interests in assets transferred to an unconsolidated entity.

Obligations Arising Out of a Variable Interest in an Unconsolidated Entity

Variable interest in equity investments — As of June 30, 2018, the Company has several investments with an ownership interest percentage of 50% or less in energy and energy-related entities that are accounted for under the equity method. Utah Solar Portfolio, GenConn, DGPV Holdco 1, RPV Holdco, DGPV Holdco 2, and DGPV Holdco 3 are variable interest entities for which the Company is not the primary beneficiary.

The Company's pro-rata share of non-recourse debt held by unconsolidated affiliates was approximately $814 million as of June 30, 2018. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company.

Contractual Obligations and Commercial Commitments

The Company has a variety of contractual obligations and other commercial commitments that represent prospective cash requirements in addition to the Company's capital expenditure programs, as disclosed in the Company's 2017 Form 10-K. See also Note 3, Business Acquisitions to this Form 10-Q for a discussion of additional contingencies that occurred during 2018.

Fair Value of Derivative Instruments

The Company may enter into fuel purchase contracts and other energy-related derivative instruments to mitigate variability in earnings due to fluctuations in spot market prices and to hedge fuel requirements at certain generation facilities. In addition, in order to mitigate interest rate risk associated with the issuance of variable rate debt, the Company enters into interest rate swap agreements.

The tables below disclose the activities of non-exchange traded contracts accounted for at fair value in accordance with ASC 820. Specifically, these tables disaggregate realized and unrealized changes in fair value; disaggregate estimated fair values at June 30, 2018, based on their level within the fair value hierarchy defined in ASC 820; and indicate the maturities of contracts at June 30, 2018. For a full discussion of the Company's valuation methodology of its contracts, see Derivative Fair Value Measurements in Item — 1 Note 5, Fair Value of Financial Instruments.



Derivative Activity (Losses)/Gains	(In millions)
Fair value of contracts as of December 31, 2017	$	(47	)
Contracts realized or otherwise settled during the period	8
Changes in fair value	45
Fair value of contracts as of June 30, 2018	$	6



	Fair value of contracts as of June 30, 2018
	Maturity
Fair Value Hierarchy (Losses)/Gains	1 Year or Less			Greater Than 1 Year to 3 Years		Greater Than 3 Years to 5 Years		Greater Than 5 Years		Total Fair Value
	(In millions)
Level 2	$	(5	)	$	4	$	2	$	5	$	6

The Company has elected to disclose derivative assets and liabilities on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level. NRG, on behalf of the Company, measures the sensitivity of the portfolio to potential changes in market prices using VaR, a statistical model which attempts to predict risk of loss based on market price and volatility. NRG's risk management policy places a limit on one-day holding period VaR, which limits the net open position.

Critical Accounting Policies and Estimates

The Company's discussion and analysis of the financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements and related disclosures in compliance with GAAP requires the application of appropriate technical accounting rules and guidance as well as the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. The application of these policies necessarily involves judgments regarding future events, including the likelihood of success of particular projects, legal and regulatory challenges, and the fair value of certain assets and liabilities. These judgments, in and of themselves, could materially affect the financial statements and disclosures based on varying assumptions, which may be appropriate to use. In addition, the financial and operating environment may also have a significant effect, not only on the operation of the business, but on the results reported through the application of accounting measures used in preparing the financial statements and related disclosures, even if the nature of the accounting policies has not changed.

On an ongoing basis, the Company evaluates these estimates, utilizing historic experience, consultation with experts and other methods the Company considers reasonable. In any event, actual results may differ substantially from the Company's estimates. Any effects on the Company's business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the information that gives rise to the revision becomes known.

The Company identifies its most critical accounting policies as those that are the most pervasive and important to the portrayal of the Company's financial position and results of operations, and that require the most difficult, subjective and/or complex judgments by management regarding estimates about matters that are inherently uncertain. The Company's critical accounting policies include impairment of long lived assets and other intangible assets and acquisition accounting.

Recent Accounting Developments

See Item — 1 Note 2, Summary of Significant Accounting Policies, for a discussion of recent accounting developments.

ITEM 3 — Quantitative and Qualitative Disclosures About Market Risk

Item 3 has been omitted from this report pursuant to the reduced disclosure format permitted by General Instruction H(2) to Form 10-Q.

ITEM 4 — Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company's management, including its principal executive officer, principal financial officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act. Based on this evaluation, the Company's principal executive officer, principal financial officer and principal accounting officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred in the quarter ended June 30, 2018 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

For a discussion of the material legal proceedings in which the Company was involved through June 30, 2018, see Note 11, Contingencies, to this Form 10-Q.

ITEM 1A — RISK FACTORS

Information regarding risk factors appears in Part I, Item 1A, Risk Factors, in the Company's 2017 Form 10-K. There have been no material changes in the Company's risk factors since those reported in its 2017 Form 10-K.

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Item 2 has been omitted from this report for the Registrants pursuant to the reduced disclosure format permitted by General Instruction H(2) to Form 10-Q.

ITEM 3 — DEFAULTS UPON SENIOR SECURITIES

Item 3 has been omitted from this report for the Registrants pursuant to the reduced disclosure format permitted by General Instruction H(2) to Form 10-Q.

ITEM 4 — MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 — OTHER INFORMATION

None.

ITEM 6 — EXHIBITS



Number	Description	Method of Filing
4.1	Sixth Supplemental Indenture, dated as of June 12, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).	Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 12, 2018.
4.2	Second Supplemental Indenture, dated as of June 12, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).	Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on June 12, 2018.
4.3	Seventh Supplemental Indenture, dated as of July 17, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).	Filed herewith.
4.4	Third Supplemental Indenture, dated as of July 17, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).	Filed herewith.
31.1	Rule 13a-14(a)/15d-14(a) certification of Christopher S. Sotos.	Filed herewith.
31.2	Rule 13a-14(a)/15d-14(a) certification of Chad Plotkin.	Filed herewith.
31.3	Rule 13a-14(a)/15d-14(a) certification of David Callen.	Filed herewith.
32	Section 1350 Certification.	Furnished herewith.
101 INS	XBRL Instance Document.	Filed herewith.
101 SCH	XBRL Taxonomy Extension Schema.	Filed herewith.
101 CAL	XBRL Taxonomy Extension Calculation Linkbase.	Filed herewith.
101 DEF	XBRL Taxonomy Extension Definition Linkbase.	Filed herewith.
101 LAB	XBRL Taxonomy Extension Label Linkbase.	Filed herewith.
101 PRE	XBRL Taxonomy Extension Presentation Linkbase.	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	NRG YIELD LLC (Registrant)

	/s/ CHRISTOPHER S. SOTOS
	Christopher S. Sotos
	Chief Executive Officer (Principal Executive Officer)


	/s/ CHAD PLOTKIN
	Chad Plotkin
	Chief Financial Officer (Principal Financial Officer)


	/s/ DAVID CALLEN
	David Callen
Date: August 2, 2018	Chief Accounting Officer (Principal Accounting Officer)

Clearway Energy LLC - FORM 10-Q - August 2, 2018

Attached files

Clearway Energy LLC Reports