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10-Q 1 yieldllc09301610-q.htm 10-Q Document

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: September 30, 2016

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 October 31, 2016, there were 34,586,250 Class A units outstanding, 42,738,750 Class B units outstanding, 62,784,250 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	6
ITEM 1 — FINANCIAL STATEMENTS AND NOTES	6
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	44
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	57
ITEM 4 — CONTROLS AND PROCEDURES	57
PART II — OTHER INFORMATION	58
ITEM 1 — LEGAL PROCEEDINGS	58
ITEM 1A — RISK FACTORS	58
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	58
ITEM 3 — DEFAULTS UPON SENIOR SECURITIES	58
ITEM 4 — MINE SAFETY DISCLOSURES	58
ITEM 5 — OTHER INFORMATION	58
ITEM 6 — EXHIBITS	59
SIGNATURES	60

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, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2015, and the following:


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


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


•	The Company's ability to acquire assets from NRG;


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

•

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;


•	Changes in law, including judicial decisions;


•	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; 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:



2015 Form 10-K		NRG Yield LLC's Annual Report on Form 10-K for the year ended December 31, 2015
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
2037 Notes		$200 million aggregate principal amount of 4.68% senior secured notes due 2037, issued by CVSR Holdco
AOCL		Accumulated Other Comprehensive Loss
ARO		Asset Retirement Obligation
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
Buffalo Bear		Buffalo Bear, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Buffalo Bear project
CAFD		Cash Available For Distribution, which the Company defines as net income before interest expense, income taxes, depreciation and amortization, plus cash distributions from unconsolidated affiliates, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness and changes in other assets
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
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 January 2015 Drop Down Assets, November 2015 Drop Down Assets, and CVSR Drop Down
Economic Gross Margin		Energy and capacity revenue less cost of fuels
EDA		Equity Distribution Agreement
El Segundo		NRG West Holdings LLC, the subsidiary of Natural Gas Repowering LLC, which owns the El Segundo Energy Center project
ERCOT		Electric Reliability Council of Texas, the ISO and the regional reliability coordinator of the various electricity systems within Texas
EWG		Exempt Wholesale Generator
Exchange Act		The Securities Exchange Act of 1934, as amended
FASB		Financial Accounting Standards Board
FERC		Federal Energy Regulatory Commission
GAAP		Accounting principles generally accepted in the U.S.
GenConn		GenConn Energy LLC
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		1,000 Pounds 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
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
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
NRG		NRG Energy, Inc.
NRG Wind TE Holdco		NRG Wind TE Holdco LLC
OCI/OCL		Other comprehensive income/loss
Pinnacle		Pinnacle Wind, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Pinnacle project
PML		NRG Power Marketing LLC
PPA		Power Purchase Agreement
PUCT		Public Utility Commission of Texas
QF		Qualifying Facility under the Public Utility Regulatory Policies Act of 1978
RPV Holdco		NRG RPV Holdco 1 LLC
RTO		Regional Transmission Organization
SEC		U.S. Securities and Exchange Commission
Senior Notes		Collectively, the 2024 Senior Notes and the 2026 Senior Notes
TA High Desert		TA-High Desert LLC, the operating subsidiary of NRG Solar Mayfair LLC, which owns the TA High Desert project
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
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
UPMC		University of Pittsburgh Medical Center
U.S.		United States of America
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		NRG Walnut Creek, 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 INCOME

(Unaudited)



	Three months ended September 30,						Nine months ended September 30,
(In millions)	2016			2015^(a)			2016			2015 ^(a)
Operating Revenues
Total operating revenues	$	272		$	256		$	789		$	729
Operating Costs and Expenses
Cost of operations	76			82			238			246
Depreciation and amortization	75			69			224			222
General and administrative	3			2			8			8
Acquisition-related transaction and integration costs	—			1			—			2
Total operating costs and expenses	154			154			470			478
Operating Income	118			102			319			251
Other Income (Expense)
Equity in earnings of unconsolidated affiliates	13			12			29			19
Other income, net	1			—			3			2
Loss on debt extinguishment	—			(2		)	—			(9		)
Interest expense	(68		)	(68		)	(204		)	(195		)
Total other expense, net	(54		)	(58		)	(172		)	(183		)
Net Income	64			44			147			68
Less: Net loss attributable to noncontrolling interests	(36		)	(18		)	(62		)	(34		)
Net Income Attributable to NRG Yield LLC	$	100		$	62		$	209		$	102

^(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 September 30,						Nine months ended September 30,
(In millions)	2016			2015^(a)			2016			2015 ^(a)
Net Income	$	64		$	44		$	147		$	68
Other Comprehensive Income (Loss)
Unrealized gain (loss) on derivatives	20			(40		)	(49		)	(41		)
Other comprehensive income (loss)	20			(40		)	(49		)	(41		)
Comprehensive Income	84			4			98			27
Less: Comprehensive loss attributable to noncontrolling interests	(27		)	(19		)	(62		)	(35		)
Comprehensive Income Attributable to NRG Yield LLC	$	111		$	23		$	160		$	62

^(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)	September 30, 2016			December 31, 2015 ^(a)
ASSETS	(unaudited)
Current Assets
Cash and cash equivalents	$	200		$	110
Restricted cash	138			131
Accounts receivable — trade	115			101
Accounts receivable — affiliate	3			4
Inventory	37			36
Derivative instruments	1			—
Notes receivable	17			17
Prepayments and other current assets	21			20
Total current assets	532			419
Property, plant and equipment, net	5,711			5,878
Other Assets
Equity investments in affiliates	690			697
Notes receivable	18			30
Intangible assets, net	1,303			1,362
Other non-current assets	47			136
Total other assets	2,058			2,225
Total Assets	$	8,301		$	8,522
LIABILITIES AND MEMBERS' EQUITY
Current Liabilities
Current portion of long-term debt — external	$	281		$	264
Accounts payable — trade	23			23
Accounts payable — affiliate	29			86
Derivative instruments	32			39
Accrued expenses and other current liabilities	94			76
Total current liabilities	459			488
Other Liabilities
Long-term debt — external	4,764			4,743
Long-term debt — affiliate	618			618
Accounts payable — affiliate	11			—
Derivative instruments	107			61
Other non-current liabilities	78			72
Total non-current liabilities	5,578			5,494
Total Liabilities	6,037			5,982
Commitments and Contingencies
Members' Equity
Contributed capital	1,848			2,082
Retained earnings	164			93
Accumulated other comprehensive loss	(144		)	(95		)
Noncontrolling interest	396			460
Total Members' Equity	2,264			2,540
Total Liabilities and Members’ Equity	$	8,301		$	8,522

^(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)



	Nine months ended September 30,
	2016			2015^(a)
	(In millions)
Cash Flows from Operating Activities
Net income	$	147		$	68
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates	(29		)	(19		)
Distributions from unconsolidated affiliates	39			40
Depreciation, amortization and ARO accretion	226			224
Amortization of financing costs and debt discounts	6			7
Amortization of intangibles and out-of-market contracts	57			41
Adjustment for debt extinguishment	—			9
Changes in derivative instruments	(5		)	(38		)
Disposal of asset components	5			2
Changes in prepaid and accrued capacity payments	2			(1		)
Changes in other working capital	(8		)	(23		)
Net Cash Provided by Operating Activities	440			310
Cash Flows from Investing Activities
Acquisition of businesses, net of cash acquired	—			(37		)
Acquisition of Drop Down Assets, net of cash acquired	(77		)	(489		)
Capital expenditures	(16		)	(17		)
Increase in restricted cash	(7		)	(24		)
Decrease in notes receivable	11			13
Proceeds from renewable energy grants	—			22
Return of investment from unconsolidated affiliates	16			16
Investments in unconsolidated affiliates	(69		)	(351		)
Net Cash Used in Investing Activities	(142		)	(867		)
Cash Flows from Financing Activities
Net contributions from noncontrolling interests	7			123
Distributions to NRG for CVSR and NRG Wind TE Holdco	(122		)	(52		)
Proceeds from the issuance of Class C units	—			599
Payment of distributions	(127		)	(99		)
Proceeds from issuance of long-term debt — affiliate	—			281
Payment of debt issuance costs	(6		)	(7		)
Net (payments for) borrowings from the revolving credit facility	(306		)	92
Proceeds from the issuance of long-term debt — external	550			5
Payments for long-term debt	(204		)	(669		)
Net Cash (Used in) Provided by Financing Activities	(208		)	273
Net Increase (Decrease) in Cash and Cash Equivalents	90			(284		)
Cash and Cash Equivalents at Beginning of Period	110			429
Cash and Cash Equivalents at End of Period	$	200		$	145

^(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. NRG Yield LLC, through its wholly owned subsidiary Yield Operating LLC, holds a portfolio of renewable and conventional generation and thermal infrastructure assets, primarily located in the Northeast, Southwest and California regions of the U.S.

On June 29, 2015, Yield, Inc. issued 28,198,000 shares of Class C common stock for net proceeds of $599 million. Yield, Inc. utilized the proceeds of the offering to acquire 28,198,000 Class C units of NRG Yield LLC, increasing its voting interest to 44.9% and its economic interest to 53.3%. Yield, Inc. consolidates the results of the Company through its controlling interest as sole managing member of NRG Yield LLC.

The following table represents the structure of the Company as of September 30, 2016:

As of September 30, 2016, 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
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	2035
Desert Sunlight 300	25	%	75	Pacific Gas and Electric	2040
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
			610
Distributed Solar
AZ DG Solar Projects	100	%	5	Various	2025 - 2033
PFMG DG Solar Projects	51	%	4	Various	2032
			9
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	74.3	%	16	Corn Belt Power Cooperative	2027
Elbow Creek	75	%	92	NRG Power Marketing LLC	2022
Elkhorn Ridge	50.3	%	41	Nebraska Public Power District	2029
Forward	75	%	22	Constellation NewEnergy, Inc.	2017
Goat Wind	74.9	%	113	Dow Pipeline Company	2025
Hardin	74.3	%	11	Interstate Power and Light Company	2027
Laredo Ridge	100	%	80	Nebraska Public Power District	2031
Lookout	75	%	29	Southern Maryland Electric Cooperative	2030
Odin	74.9	%	15	Missouri River Energy Services	2028
Pinnacle	100	%	55	Maryland Department of General Services and University System of Maryland	2031
San Juan Mesa	56.3	%	68	Southwestern Public Service Company	2025
Sleeping Bear	75	%	71	Public Service Company of Oklahoma	2032
South Trent	100	%	101	AEP Energy Partners	2029
Spanish Fork	75	%	14	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	74.9	%	121	Southwestern Public Service Company	2027
			1,999



Projects	Percentage Ownership		Net Capacity (MW)^(a)	Offtake Counterparty	Expiration
Thermal
Thermal equivalent MWt ^(c)	100	%	1,315	Various	Various
NRG Dover Energy Center LLC	100	%	103	NRG Power Marketing LLC	2018
Thermal generation	100	%	20	Various	Various
			1,438
Total net capacity (excluding equivalent MWt)^(d)			4,686

^(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 September 30, 2016.

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

^(c) 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.

^(d) Total net capacity excludes 43 MW for RPV Holdco and 52 MW for DGPV Holdco 1 and DGPV Holdco 2 projects, of which the Company's net interests are 41 MW and 49, respectively, based on cash to be distributed. These projects are part of tax equity arrangements and are consolidated by NRG, as further described in Note 4, Variable Interest Entities, or VIEs.

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. Three out of the fourteen district energy systems are subject to rate regulation by state public utility commissions while the other district energy systems have rates determined by negotiated bilateral contracts.

As described in Note 9, Related Party Transactions, the Company has a management services agreement with NRG for various services, including human resources, accounting, tax, legal, information systems, treasury, and risk management.

As described in Note 3, Business Acquisitions, on September 1, 2016, the Company acquired the remaining 51.05% of CVSR, or the CVSR Drop Down, from NRG for cash consideration of $78.5 million plus an immaterial working capital adjustment. Prior to the transaction, the Company recorded its 48.95% interest in CVSR as an equity method investment. The acquisition of the CVSR Drop Down 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 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). Accordingly, in connection with the retrospective adjustment of prior periods, the Company removed the equity method investment from all prior periods and adjusted its financial statements to reflect its results of operations, financial position and cash flows as if it had consolidated CVSR from the beginning of the financial statement period.

Previously, on November 3, 2015, the Company acquired 75% of the Class B interests of NRG Wind TE Holdco, or the November 2015 Drop Down Assets, from NRG for cash consideration of $209 million. In February 2016, NRG made a final working capital payment of $2 million, reducing total cash consideration to $207 million. On January 2, 2015, the Company acquired the Laredo Ridge, Tapestry, and Walnut Creek projects, or the January 2015 Drop Down Assets, for total cash consideration of $489 million, including $9 million for working capital. The recast for these transactions, referred to as Drop Down Assets, were accounted for as transfers of entities under common control.

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 Company's consolidated financial statements for the year ended December 31, 2015. 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 September 30, 2016, and the results of operations, comprehensive income (loss) and cash flows for the three and nine months ended September 30, 2016 and 2015.

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 September 30, 2016 and December 31, 2015:



	September 30, 2016		December 31, 2015
	(In millions)
Property, Plant and Equipment Accumulated Depreciation	$	1,002	$	782
Intangible Assets Accumulated Amortization	151		93

Noncontrolling Interests

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



	(In millions)
Balance as of December 31, 2015	460
Capital contributions from tax equity investors, net of distributions	7
Distributions to NRG for NRG Wind TE Holdco	(9		)
Comprehensive loss	(62		)
Balance as of September 30, 2016	$	396

Distributions

The following table lists the distributions paid on NRG Yield LLC's Class A, B, C and D units during the nine months ended September 30, 2016:



	Third Quarter 2016		Second Quarter 2016		First Quarter 2016
Distributions per Class A, B, C and D unit	$	0.24	$	0.23	$	0.225

On November 2, 2016, the Company declared a distribution on its Class A, Class B, Class C and Class D units of $0.25 per unit payable on December 15, 2016 to unit holders of record as of December 1, 2016.

Reclassifications

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

Recent Accounting Developments

ASU 2016-16 - In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory, or ASU No. 2016-16. The amendments of ASU No. 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of ASU No. 2016-16 would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The amendments of ASU No. 2016-16 are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted and the adoption of ASU No. 2016-16 should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of the standard on the Company’s results of operations, cash flows and financial position.

ASU 2016-15 — In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments, or ASU No. 2016-15. The amendments of ASU No. 2016-15 were issued to address eight specific cash flow issues for which stakeholders have indicated to the FASB that a diversity in practice existed in how entities were presenting and classifying these items in the statement of cash flows. The issues addressed by ASU No. 2016-15 include but are not limited to the classification of debt prepayment and debt extinguishment costs, payments made for contingent consideration for a business combination, proceeds from the settlement of insurance proceeds, distributions received from equity method investees and separately identifiable cash flows and the application of the predominance principle. The amendments of ASU No. 2016-15 are effective for public entities for fiscal years beginning after December 15, 2017 and interim periods in those fiscal years. Early adoption is permitted, including adoption in an interim fiscal period with all amendments adopted in the same period. The adoption of ASU No. 2016-15 is required to be applied retrospectively. The Company is currently evaluating the impact of the standard on the Company's statement of cash flows.

ASU 2016-07 — In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323), or ASU No. 2016-07. The amendments of ASU No. 2016-07 eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting with no retroactive adjustment to the investment. In addition, ASU No. 2016-07 requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The guidance in ASU No. 2016-07 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU No. 2016-07 is required to be applied prospectively and early adoption is permitted. The Company does not expect the standard to have a material impact on its results of operations, cash flows and financial position.

ASU 2016-02 — In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), or ASU No. 2016-02. The amendments of ASU No. 2016-02 complete the joint effort between the FASB and the International Accounting Standards Board, or IASB, to develop a common leasing standard for GAAP and International Financial Reporting Standards, or IFRS, 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. The guidance in ASU No. 2016-02 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, ASU No. 2016-02 expands the required quantitative and qualitative disclosures with regards to lease arrangements. The guidance in ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. The adoption of ASU No. 2016-02 is required to be applied using a modified retrospective approach for the earliest period presented and early adoption is permitted. The Company is currently working through an adoption plan which includes the evaluation of lease contracts compared to the new standard and evaluating the impact of ASU No.2016-02 on the Company's results of operations, cash flows and financial position.

ASU 2016-01 — In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, or ASU No. 2016-01. The amendments of ASU No. 2016-01 eliminate available-for-sale classification of equity investments and require that equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be generally measured at fair value with changes in fair value recognized in net income. Further, the amendments require financial assets and financial liabilities to be presented separately in the notes to the financial statements, grouped by measurement category and form of financial asset. The guidance in ASU No. 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. The Company is currently evaluating the impact of the standard on the Company's results of operations, cash flows and financial position.

ASU 2015-16 — In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, or ASU No. 2015-16. The amendments of ASU No. 2015-16 require that an acquirer recognize measurement period adjustments to the provisional amounts recognized in a business combination in the reporting period during which the adjustments are determined. Additionally, the amendments of ASU No. 2015-16 require the acquirer to record in the same period's financial statements the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the measurement period adjustment, calculated as if the accounting had been completed at the acquisition date as well as disclosing on either the face of the income statement or in the notes the portion of the amount recorded in current period earnings that would have been recorded in previous reporting periods. The guidance in ASU No. 2015-16 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendments should be applied prospectively. The Company adopted this standard on January 1, 2016, and the adoption of this standard did not impact the Company's results of operations, cash flows or financial position.

ASU 2014-09 — In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU No. 2014-09. The amendments of ASU No. 2014-09 complete the joint effort between the FASB and the IASB, to develop a common revenue standard for GAAP and IFRS, and to improve financial reporting. In addition to ASU No. 2014-09, the FASB has issued additional guidance which provides further clarification on Topic 606 including ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12. The guidance under Topic 606 provides that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for the goods or services provided and establishes a four step process to be applied by an entity in evaluating its contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, which formally deferred the effective date by one year to make the guidance of ASU No. 2014-09 effective for annual reporting periods beginning after December 15, 2017, including interim periods therein. Early adoption is permitted, but not prior to the original effective date, which was for annual reporting periods beginning after December 15, 2016. The Company is working through an adoption plan which includes the evaluation of revenue contracts compared to the new standard and evaluating the impact of Topic 606 on the Company' results of operations, cash flows and financial position.

Note 3 — Business Acquisitions

2016 Acquisitions

CVSR Drop Down — Prior to September 1, 2016, the Company had a 48.95% interest in CVSR, which was accounted for as an equity method investment. On September 1, 2016, the Company acquired from NRG the remaining 51.05% interest of CVSR Holdco LLC, which indirectly owns the CVSR solar facility, for total cash consideration of $78.5 million plus an immaterial working capital adjustment. The Company also assumed additional debt of $496 million, which represents 51.05% of the CVSR project level debt and 51.05% of the notes issued under the CVSR Holdco Financing Agreement, as further described in Note 7, Long-term Debt, as of the closing date. The acquisition 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 a distribution to NRG with the offset to noncontrolling interest. Because 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. In connection with the retrospective adjustment of prior periods, the Company has removed the equity method investment from all prior periods and adjusted its financial statements to reflect its results of operations, financial position and cash flows as if it had consolidated CVSR from the beginning of the financial statement period. As of June 30, 2016, the Company's recast consolidated balance sheet included a net receivable of $67 million related to current litigation with SunPower pursuant to indemnities in the project. The agreement between NRG and the Company for the CVSR Drop Down acquisition specified that all amounts related to the litigation with SunPower were excluded from the acquisition. Accordingly, prior to close of the transaction, the net receivable was transferred to NRG as a net reduction to its ownership interest in CVSR.

The following is the summary of historical net liabilities assumed in connection with the CVSR Drop Down as of September 1, 2016:



	CVSR
	(In millions)
Current assets	$	95
Property, plant and equipment	826
Non-current assets	13
Total assets	934

Debt ^(a)	966
Other current and non-current liabilities	12
Total liabilities	978
Net liabilities assumed	(44		)
Accumulated Other Comprehensive Loss	(25		)
Historical Net Liabilities Assumed	$	(19	)

^(a)Net of deferred financing costs of $5 million.

Since the acquisition date, CVSR has contributed $9 million in operating revenues and $4 million in net income to the Company.

The following tables present the historical information summary combining the financial information for the CVSR Drop Down transferred in connection with the acquisition:



	December 31, 2015
	As Previously Reported		CVSR			As Currently Reported

Current assets	$	321	$	98		$	419
Property, plant and equipment	5,056		822			5,878
Non-current assets	2,231		(6		)	2,225
Total assets	7,608		914			8,522

Debt	4,835		790			5,625
Other current and non-current liabilities	339		18			357
Total liabilities	5,174		808			5,982
Net assets	$	2,434	$	106		$	2,540



	Three months ended September 30, 2015
	As Previously Reported ^(a)		CVSR		As Currently Reported

Total operating revenues	$	225	$	31	$	256
Operating income	81		21		102
Net income	36		8		44

^(a) Previously reported in Note 15, Unaudited Quarterly Data, to the Company's consolidated financial statements included in the 2015 Form 10-K.



	Nine months ended September 30, 2015
	As Previously Reported^(a)		CVSR		As Currently Reported

Total operating revenues	$	660	$	69	$	729
Operating income	212		39		251
Net income	57		11		68

^(a) Previously reported in Note 15, Unaudited Quarterly Data, to the Company's consolidated financial statements included in the 2015 Form 10-K.

2015 Acquisitions

November 2015 Drop Down Assets from NRG — On November 3, 2015, the Company acquired the November 2015 Drop Down Assets, a portfolio of 12 wind facilities totaling 814 net MW, from NRG for cash consideration of $209 million, subject to working capital adjustments. In February 2016, NRG made a final working capital payment of $2 million, reducing total cash consideration to $207 million. The Company is responsible for its pro-rata share of non-recourse project debt of $193 million and noncontrolling interest associated with a tax equity structure of $159 million (as of the acquisition date).

The Company funded the acquisition with borrowings from its 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. The difference between the cash paid and historical value of the entities' equity was recorded as a distribution from NRG with the offset to contributed capital.

The Class A interests of NRG Wind TE Holdco are owned by a tax equity investor, or TE Investor, who receives 99% of allocations of taxable income and other items until 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 8.53%. The Company generally receives 75% of CAFD until the flip point, at which time the allocations to the Company of CAFD change to 68.60%. If the flip point has not occurred by a specified date, 100% of CAFD is allocated to the TE Investor until the flip point occurs. NRG Wind TE Holdco is a VIE and the Company is the primary beneficiary, through its position as managing member, and consolidates NRG Wind TE Holdco.

Desert Sunlight — On June 29, 2015, the Company acquired 25% of the membership interest in Desert Sunlight Investment Holdings, LLC, which owns two solar photovoltaic facilities that total 550 MW, located in Desert Center, California from EFS Desert Sun, LLC, an affiliate of GE Energy Financial Services for a purchase price of $285 million. Power generated by the facilities is sold to Southern California Edison and Pacific Gas and Electric under long-term PPAs with approximately 20 years and 25 years of remaining contract life, respectively. The Company accounts for its 25% investment as an equity method investment.

Spring Canyon — On May 7, 2015, the Company acquired a 90.1% interest in Spring Canyon II, a 32 MW wind facility, and Spring Canyon III, a 28 MW wind facility, each located in Logan County, Colorado, from Invenergy Wind Global LLC. The purchase price was funded with cash on hand. Power generated by Spring Canyon II and Spring Canyon III is sold to Platte River Power Authority under long-term PPAs with approximately 24 years of remaining contract life.

University of Bridgeport Fuel Cell — On April 30, 2015, the Company completed the acquisition of the University of Bridgeport Fuel Cell project in Bridgeport, Connecticut from FuelCell Energy, Inc. The project added an additional 1.4 MW of thermal capacity to the Company's portfolio, with a 12-year contract, with the option for a 7-year extension. The acquisition is reflected in the Company's Thermal segment.

January 2015 Drop Down Assets from NRG — On January 2, 2015, the Company acquired the following projects from NRG: (i) Laredo Ridge, an 80 MW wind facility located in Petersburg, Nebraska, (ii) Tapestry, which includes Buffalo Bear, a 19 MW wind facility in Buffalo, Oklahoma; Taloga, a 130 MW wind facility in Putnam, Oklahoma; and Pinnacle, a 55 MW wind facility in Keyser, West Virginia, and (iii) Walnut Creek, a 485 MW natural gas facility located in City of Industry, California, for total cash consideration of $489 million, including $9 million for working capital, plus assumed project-level debt of $737 million. The Company funded the acquisition with cash on hand and drawings under its 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. The difference between the cash paid and the historical value of the entities' equity of $61 million, as well as $23 million of AOCL, was recorded as a distribution to NRG and reduced the balance of its contributed capital.

Note 4 — Variable Interest Entities, or VIEs

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 Company's consolidated financial statements included in the 2015 Form 10-K.

Summarized financial information for the Company's consolidated VIEs consisted of the following as of September 30, 2016:



(In millions)	NRG Wind TE Holdco		Alta Wind TE Holdco		Spring Canyon
Other current and non-current assets	$	189	$	19	$	4
Property, plant and equipment	635		466		101
Intangible assets	2		278		—
Total assets	826		763		105
Current and non-current liabilities	225		9		6
Total liabilities	225		9		6
Noncontrolling interest	209		118		69
Net assets less noncontrolling interests	$	392	$	636	$	30

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 Company's consolidated financial statements included in the 2015 Form 10-K.

NRG DGPV Holdco 1 LLC — The Company and NRG, maintain a partnership, NRG DGPV Holdco 1 LLC, or DGPV Holdco 1, the purpose of which is to own or purchase solar power generation projects and other ancillary related assets from NRG Renew LLC or its subsidiaries, via intermediate funds, including: (i) a tax equity-financed portfolio of 10 recently completed community solar projects representing approximately 8 MW with a weighted average remaining PPA term of 20 years; and (ii) a tax equity-financed portfolio of approximately 12 commercial photovoltaic systems representing approximately 37 MW with a weighted average remaining PPA term of 19 years. Both of these investments relate to the Company's $100 million commitment to distributed solar projects in partnership with NRG.

NRG DGPV Holdco 2 LLC — On February 29, 2016, the Company and NRG entered into an additional partnership by forming NRG DGPV Holdco 2 LLC, or DGPV Holdco 2, to own or purchase solar power generation projects representing approximately 7 MW with a weighted average remaining PPA term of 18 years as well as other ancillary related assets from NRG Renew LLC or its subsidiaries, via intermediate funds. Under this partnership, the Company committed to fund up to $50 million of capital.

The Company's maximum exposure to loss is limited to its equity investment in DGPV Holdco 1 and DGPV Holdco 2, which was $77 million on a combined basis as of September 30, 2016.

NRG RPV Holdco 1 LLC — The Company and NRG Residential Solar Solutions LLC, a subsidiary of NRG, maintain a partnership, NRG RPV Holdco 1 LLC, or RPV Holdco, that holds operating portfolios of residential solar assets developed by NRG's residential solar business, including: (i) an existing, unlevered portfolio of over 2,000 leases across nine states representing approximately 15 MW with a weighted average remaining lease term of approximately 17 years that was acquired outside of the partnership; and (ii) a tax equity-financed portfolio of approximately 5,400 leases representing approximately 28 MW, with an average lease term for the existing and new leases of approximately 17 to 20 years. In addition to the acquisition of the unlevered portfolio of leases, the Company had previously committed to fund up to $150 million of capital to invest in the tax equity financed portfolio, which was reduced to $100 million in February 2016. On August 5, 2016, the Company and NRG amended the RPV Holdco partnership to further reduce that capital commitment of $100 million to $60 million in connection with NRG’s change in business model approach in the residential solar business. As of September 30, 2016, the Company had contributed $57 million of this amount.

The Company's maximum exposure to loss is limited to its equity investment, which was $70 million as of September 30, 2016.

GenConn Energy LLC — The Company has a 50% interest in GCE Holding LLC, the owner of GenConn, which owns and operates two 190 MW peaking generation facilities in Connecticut at the Devon and Middletown sites. As of September 30, 2016, the Company's investment in GenConn was $106 million and its maximum exposure to loss is limited to its equity investment.

The following table presents summarized financial information for GCE Holding LLC:



	Three months ended September 30,				Nine months ended September 30,
(In millions)	2016		2015		2016		2015
Income Statement Data:
Operating revenues	$	18	$	21	$	54	$	61
Operating income	9		9		28		29
Net income	$	7	$	6	$	20	$	20



	September 30, 2016		December 31, 2015
Balance Sheet Data:	(In millions)
Current assets	$	29	$	36
Non-current assets	403		416
Current liabilities	12		16
Non-current liabilities	$	208	$	215

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, accounts payable — affiliate, 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 September 30, 2016				As of December 31, 2015 ^(a)
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(In millions)
Assets:
Notes receivable, including current portion	$	35	$	35	$	47	$	47
Liabilities:
Long-term debt — affiliate	618		614		618		553
Long-term debt — external, including current portion	$	5,100	$	5,108	$	5,060	$	4,974

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

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 September 30, 2016 and December 31, 2015:



	As of September 30, 2016				As of December 31, 2015
	Level 2		Level 3		Level 2		Level 3
	(In millions)
Long-term debt, including current portion	$	850	$	4,872	$	413	$	5,114

Recurring Fair Value Measurements

The Company records its derivative assets and liabilities at fair value on its consolidated balance sheet. There were no derivative asset positions on the Company's consolidated balance sheet as of December 31, 2015. 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 September 30, 2016		As of December 31, 2015
	Fair Value ^(a)		Fair Value ^(a)
(In millions)	Level 2		Level 2
Derivative assets:
Commodity contracts	$	1	$	—
Total assets	1		—
Derivative liabilities:
Commodity contracts	1		2
Interest rate contracts	138		98
Total liabilities	$	139	$	100

^(a) There were no derivative assets or liabilities classified as Level 1 or Level 3 as of September 30, 2016, and December 31, 2015.

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 September 30, 2016, the credit reserve resulted in a $4 million increase in fair value, which was composed of a $3 million gain in OCI and $1 million reduction 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 Company's consolidated financial statements included in the Company's 2015 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 September 30, 2016, 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, as further described in Note 11, Segment Reporting, to the Company's consolidated financial statements included in the Company's 2015 Form 10-K. 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 Company's consolidated financial statements included in the Company's 2015 Form 10-K.

Energy-Related Commodities

As of September 30, 2016, the Company had forward contracts for the purchase of fuel commodities relating to the forecasted usage of the Company’s district energy centers extending through 2018. At September 30, 2016, these contracts were not designated as cash flow or fair value hedges.

Interest Rate Swaps

As of September 30, 2016, the Company had interest rate derivative instruments on non-recourse debt extending through 2031, most of which are designated as cash flow hedges.

Volumetric Underlying Derivative Transactions

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



		Total Volume
		September 30, 2016		December 31, 2015 ^(a)
Commodity	Units	(In millions)
Natural Gas	MMBtu	3		4
Interest	Dollars	$	1,875	$	1,991

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

Fair Value of Derivative Instruments

There were no derivative asset positions on the balance sheet as of December 31, 2015. The following table summarizes the fair value within the derivative instrument valuation on the balance sheet:



	Fair Value
	Derivative Assets		Derivative Liabilities
	September 30, 2016		September 30, 2016		December 31, 2015 ^(a)
	(In millions)
Derivatives Designated as Cash Flow Hedges:
Interest rate contracts current	$	—	$	29	$	34
Interest rate contracts long-term	—		94		56
Total Derivatives Designated as Cash Flow Hedges	—		123		90
Derivatives Not Designated as Cash Flow Hedges:
Interest rate contracts current	—		2		3
Interest rate contracts long-term	—		13		5
Commodity contracts current	1		1		2
Total Derivatives Not Designated as Cash Flow Hedges	1		16		10
Total Derivatives	$	1	$	139	$	100

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

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 September 30, 2016, and December 31, 2015, there were no offsetting amounts at the counterparty master agreement level or outstanding collateral paid or received.

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 September 30,						Nine months ended September 30,
	2016			2015^(a)			2016			2015 ^(a)
	(In millions)
Accumulated OCL beginning balance ^(a)	$	(168	)	$	(83	)	$	(99	)	$	(82	)
Reclassified from accumulated OCL to income due to realization of previously deferred amounts	6			6			13			13
Mark-to-market of cash flow hedge accounting contracts	14			(46		)	(62		)	(54		)
Accumulated OCL ending balance	(148		)	(123		)	(148		)	(123		)
Accumulated OCL attributable to noncontrolling interests	(4		)	(3		)	(4		)	(3		)
Accumulated OCL attributable to NRG Yield LLC	$	(144	)	$	(120	)	$	(144	)	$	(120	)
Losses expected to be realized from OCL during the next 12 months	$	20					$	20

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

Amounts reclassified from accumulated OCL into income and amounts recognized in income from the ineffective portion of cash flow hedges are recorded to interest expense. There was no ineffectiveness for the three and nine months ended September 30, 2016 and 2015.

Impact of Derivative Instruments on the Statements of Income

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 September 30, 2016, and 2015, the impact to the consolidated statements of income was a gain of $2 million and a loss of $6 million, respectively. For the nine months ended September 30, 2016, and 2015, the impact to the consolidated statements of income was a loss of $7 million and a gain of $13 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.

In 2015, certain NRG subsidiaries entered into commodity contracts with NRG Power Marketing and NRG Texas Power LLC. The purpose of these commodity contracts was to hedge the forecasted sale of power for Elbow Creek, Goat Wind, Alta X and Alta XI until the start of the PPAs. The effect of these commodity hedges was recorded to operating revenues, as described in Note 9, Related Party Transactions. For the three and nine months ended September 30, 2015, the impact to the consolidated statements of income was an unrealized loss of $2 million and an unrealized gain of $1 million, respectively.

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 9, Long-term Debt, to the Company's consolidated financial statements included in the 2015 Form 10-K. Long-term debt consisted of the following:



	September 30, 2016		December 31, 2015 ^(c)		September 30, 2016, interest rate % ^(a)	Letters of Credit Outstanding at September 30, 2016
	(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		—		5.000
NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility, due 2019 ^(b)	—		306		L+2.75	$	64
Project-level debt:
Alpine, due 2022	147		154		L+1.75	37
Alta Wind I, lease financing arrangement, due 2034	245		252		7.015	16
Alta Wind II, lease financing arrangement, due 2034	194		198		5.696	23
Alta Wind III, lease financing arrangement, due 2034	201		206		6.067	23
Alta Wind IV, lease financing arrangement, due 2034	130		133		5.938	16
Alta Wind V, lease financing arrangement, due 2035	208		213		6.071	26
Alta Realty Investments, due 2031	32		33		7.000	—
Alta Wind Asset Management, due 2031	18		19		L+2.375	—
Avra Valley, due 2031	57		60		L+1.75	3
Blythe, due 2028	20		21		L+1.625	6
Borrego, due 2025 and 2038	70		72		L+ 2.50/5.65	5
CVSR, due 2037	771		793		2.339 - 3.775	—
CVSR Holdco, due 2037	199		—		4.68	13
El Segundo Energy Center, due 2023	443		485		L+1.625 - L+2.25	82
Energy Center Minneapolis, due 2017 and 2025	98		108		5.95 -7.25	—
Kansas South, due 2031	31		33		L+2.00	4
Laredo Ridge, due 2028	101		104		L+1.875	10
Marsh Landing, due 2017 and 2023	385		418		L+1.75 - L+1.875	33
PFMG and related subsidiaries financing agreement, due 2030	28		29		6.000	—
Roadrunner, due 2031	37		40		L+1.625	5
South Trent Wind, due 2020	58		62		L+1.625	10
TA High Desert, due 2020 and 2032	51		52		L+2.50/5.15	8
Tapestry, due 2021	175		181		L+1.625	20
Viento, due 2023	183		189		L+2.75	27
Walnut Creek, due 2023	322		351		L+1.625	49
WCEP Holdings, due 2023	46		46		L+3.00	—
Other	—		2		various	—
Subtotal project-level debt:	4,250		4,254
Total debt	5,718		5,678
Less current maturities	281		264
Less deferred financing costs	55		53
Total long-term debt	$	5,382	$	5,361

^(a) As of September 30, 2016, L+ equals 3 month LIBOR plus x%, except for the Alpine term loan, Marsh Landing term loan, Walnut Creek term loan, and NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility, where L+ equals 1 month LIBOR plus x% and Kansas South and Viento, where L+ equals 6 month LIBOR plus x%.

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

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

The financing arrangements listed above contain certain covenants, including financial covenants that the Company is required to be in compliance with during the term of the respective arrangement. As of September 30, 2016, the Company was in compliance with all of the required covenants.

The discussion below describes material changes to or additions of long-term debt for the nine months ended September 30, 2016.

NRG Yield Operating LLC 2026 Senior Notes

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

CVSR Holdco Financing Arrangement

On July 15, 2016, CVSR Holdco, the indirect owner of the CVSR solar facility, issued $200 million of senior secured notes, or the 2037 Notes, that bear interest at 4.68% and mature on March 31, 2037. Net proceeds were distributed to the Company and NRG based on their respective ownership as of July 15, 2016, and accordingly, the Company received net proceeds of $97.5 million.

As described in Note 3, Business Acquisitions, on September 1, 2016, the Company acquired the remaining 51.05% of CVSR, and assumed additional debt of $496 million, which represents 51.05% of the CVSR project level debt and the 2037 Notes. In connection with the retrospective adjustment of prior periods, as described in Note 1, Nature of Business, the Company now consolidates CVSR and 100% of its debt, in all periods presented.

NRG Yield LLC and Yield Operating LLC Revolving Credit Facility

The Company borrowed $60 million from the revolving credit facility and repaid $366 million during the nine months ended September 30, 2016. The Company used its pro rata proceeds of $97.5 million from the CVSR Holdco Financing Arrangement, as described above, along with $28 million of cash on hand, to reduce borrowings under the Company’s revolving credit facility in July 2016. Additionally, in August 2016, the Company used a portion of its proceeds from the issuance of the 2026 Senior Notes to pay the remaining revolver balance of $193 million.

As of September 30, 2016, there were no outstanding borrowings under the revolving credit facility and the Company had $64 million of letters of credit outstanding.

Thermal Financing

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

Note 8 — Segment Reporting

The Company’s segment structure reflects how management currently operates and allocates resources. The Company's businesses are primarily 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, depreciation and amortization, or Adjusted EBITDA, and CAFD, as well as economic gross margin and net income (loss).



	Three months ended September 30, 2016
(In millions)	Conventional Generation			Renewables			Thermal			Corporate			Total
Operating revenues	$	82		$	142		$	48		$	—		$	272
Cost of operations	14			31			31			—			76
Depreciation and amortization	20			50			5			—			75
General and administrative	—			—			—			3			3
Operating income (loss)	48			61			12			(3		)	118
Equity in earnings of unconsolidated affiliates	3			10			—			—			13
Other income, net	1			—			—			—			1
Interest expense	(13		)	(37		)	(2		)	(16		)	(68		)
Net Income (Loss)	$	39		$	34		$	10		$	(19	)	$	64
Total Assets	$	2,001		$	5,783		$	427		$	90		$	8,301



	Three months ended September 30, 2015 ^(a)
(In millions)	Conventional Generation			Renewables			Thermal			Corporate			Total
Operating revenues	$	86		$	124		$	46		$	—		$	256
Cost of operations	15			36			31			—			82
Depreciation and amortization	19			45			5			—			69
General and administrative	—			—			—			2			2
Acquisition-related transaction and integration costs	—			—			—			1			1
Operating income (loss)	52			43			10			(3		)	102
Equity in earnings of unconsolidated affiliates	3			9			—			—			12
Loss on debt extinguishment	—			(2		)	—			—			(2		)
Interest expense	(11		)	(41		)	(1		)	(15		)	(68		)
Net Income (Loss)	$	44		$	9		$	9		$	(18	)	$	44

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



	Nine months ended September 30, 2016
(In millions)	Conventional Generation			Renewables			Thermal			Corporate			Total
Operating revenues	$	246		$	412		$	131		$	—		$	789
Cost of operations	53			98			87			—			238
Depreciation and amortization	60			149			15			—			224
General and administrative	—			—			—			8			8
Operating income (loss)	133			165			29			(8		)	319
Equity in earnings of unconsolidated affiliates	10			19			—			—			29
Other income, net	1			2			—			—			3
Interest expense	(36		)	(115		)	(5		)	(48		)	(204		)
Net Income (Loss)	$	108		$	71		$	24		$	(56	)	$	147



	Nine months ended September 30, 2015 ^(a)
(In millions)	Conventional Generation			Renewables			Thermal			Corporate			Total
Operating revenues	$	247		$	347		$	135		$	—		$	729
Cost of operations	51			99			96			—			246
Depreciation and amortization	61			147			14			—			222
General and administrative	—			—			—			8			8
Acquisition-related transaction and integration costs	—			—			—			2			2
Operating income (loss)	135			101			25			(10		)	251
Equity in earnings of unconsolidated affiliates	10			9			—			—			19
Other income, net	1			1			—			—			2
Loss on debt extinguishment	(7		)	(2		)	—			—			(9		)
Interest expense	(36		)	(116		)	(5		)	(38		)	(195		)
Net Income (Loss)	$	103		$	(7	)	$	20		$	(48	)	$	68

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

Note 9 — Related Party Transactions

In addition to the transactions and relationships described elsewhere in these notes to the consolidated financial statements, NRG and certain subsidiaries of NRG provide services to the Company and its project entities. Amounts due to NRG subsidiaries are recorded as accounts payable - affiliate and amounts due to the Company from NRG or its subsidiaries are recorded as accounts receivable - affiliate in the Company's balance sheet.

Power Hedge Contracts by and between Renewables segment Entities and NRG

Certain NRG Wind TE Holdco entities, which are subsidiaries in the Renewables segment, entered into power hedge contracts with NRG Texas Power LLC and generated $17 million during the nine months ended September 30, 2015. Effective October 2015, Elbow Creek, one of the NRG Wind TE Holdco entities, entered into a PPA with NRG Power Marketing LLC, or NRG Power Marketing, as further described below, and the hedge agreement between Elbow Creek and NRG Texas Power LLC was terminated.

Additionally, Alta X and Alta XI entered into a hedge agreement with NRG Power Marketing, as further described in Note 6, Accounting for Derivative Instruments and Hedging Activities, to hedge the forecasted sale of power until the start of the PPAs on January 1, 2016.

Power Purchase Agreement by and between Elbow Creek and NRG

In October 2015, Elbow Creek, the Company's subsidiary in the Renewables segment, entered into a PPA with NRG Power Marketing for the sale of energy and environmental attributes with the effective date of November 1, 2015, and expiring on October 31, 2022. Elbow Creek generated $6 million of revenue during the nine months ended September 30, 2016.

Operation and Maintenance (O&M) Services Agreements by and between Thermal Entities and NRG

Certain thermal entities which are wholly-owned subsidiaries of the Company are party to a Plant O&M Services Agreement with NRG, pursuant to which NRG provides 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. Total fees incurred under the agreements were $15 million and $21 million for the nine months ended September 30, 2016 and 2015, respectively. There was a balance of $23 million and $29 million due to NRG in accounts payable — affiliate as of September 30, 2016 and December 31, 2015, respectively. As of September 30, 2016, $12 million of the balance was recorded in the current liabilities of the consolidated balance sheet and $11 million was recorded in long term liabilities of the consolidated balance sheet. Subsequent to September 30, 2016, the Company made payments of $4 million to reduce the outstanding balance due to NRG.

Power Purchase Agreement by and between NRG Energy Center Dover LLC and NRG

In February 2016, NRG Energy Center Dover LLC, or NRG Dover, a subsidiary of the Company, entered into a PPA with NRG Power Marketing for the sale of energy and environmental attributes with an effective date of February 1, 2016 and expiration date of December 31, 2018. NRG Dover generated $4 million of revenue during the nine months ended September 30, 2016. The agreement in place is in addition to the existing Power Sales and Services Agreement described further below.

Power Sales and Services Agreement by and between NRG Energy Center Dover LLC and NRG

NRG Dover, a subsidiary of the Company, is party to a Power Sales and Services Agreement with NRG Power Marketing. The agreement is automatically renewed on a month-to-month basis unless terminated by either party upon at least 30 days written notice. Under the agreement, NRG Power Marketing has the exclusive right to (i) manage, market and sell power, (ii) procure fuel and fuel transportation for operation of the Dover generating facility, to include for purposes other than generating power, (iii) procure transmission services required for the sale of power, and (iv) procure and market emissions credits for operation of the Dover generating facility.

In addition, NRG Power Marketing has the exclusive right and obligation to direct the output from the generating facility, in accordance with and to meet the terms of any power sales contracts executed against the power generation of the Dover facility. Under the agreement, NRG Power Marketing pays NRG Dover gross receipts generated through sales, less costs incurred by NRG Power Marketing related to providing such services as transmission and delivery costs, as well as fuel costs. In July 2013, the coal-fueled plant was converted to a natural gas facility. For the nine months ended September 30, 2016 and 2015, NRG Dover purchased $1 million and $4 million, respectively, of natural gas from NRG Power Marketing.

Energy Marketing Services Agreement by and between NRG Energy Center Minneapolis LLC and NRG

NRG Energy Center Minneapolis LLC, or NRG Minneapolis, a subsidiary of the Company is party to an Energy Marketing Services Agreement with NRG Power Marketing, a wholly-owned subsidiary of NRG. Under the agreement, NRG Power Marketing procures fuel and fuel transportation for the operation of the Minneapolis generating facility. For the nine months ended September 30, 2016 and 2015, NRG Minneapolis purchased $5 million and $6 million, respectively, of natural gas from NRG Power Marketing.

O&M Services Agreements by and between GenConn and NRG

GenConn incurs fees under two O&M services agreements with wholly-owned subsidiaries of NRG. The fees incurred under the agreements were $4 million and $3 million for the nine months ended September 30, 2016 and 2015, respectively.

O&M Services Agreement by and between El Segundo and NRG

El Segundo incurs fees under an O&M services agreement with NRG El Segundo Operations, Inc., a wholly-owned subsidiary of NRG. Under the O&M services agreement, NRG El Segundo Operations, Inc. manages, operates and maintains the El Segundo facility for an initial term of ten years following the commercial operations date. For the nine months ended September 30, 2016 and 2015, the costs incurred under the agreement were $4 million. There was a balance of $1 million due to NRG El Segundo in accounts payable — affiliate as of September 30, 2016, and December 31, 2015.

Administrative Services Agreement by and between Marsh Landing and NRG

Marsh Landing is a party to an administrative services agreement with GenOn Energy Services, LLC, a wholly-owned subsidiary of NRG, which provides invoice processing and payment on behalf of Marsh Landing. Marsh Landing reimburses GenOn Energy Services, LLC for the amounts paid by it. The Company reimbursed costs under this agreement of $9 million and $11 million for the nine months ended September 30, 2016 and 2015, respectively. There was a balance of $1 million and $6 million due to GenOn Energy Services, LLC in accounts payable — affiliate as of September 30, 2016 and December 31, 2015, respectively.

Administrative Services Agreement by and between CVSR and NRG

CVSR is a party to an administrative services agreement with NRG Renew Operation & Maintenance LLC, a wholly-owned subsidiary of NRG, which provides O&M services on behalf of CVSR. Initially, the agreement was entered into with NRG Energy Services and was subsequently assigned to NRG Renew Operation & Maintenance LLC on July 15, 2015. The Company reimbursed a total of $2 million and $4 million to both entities for the expenses incurred for the nine months ended September 30, 2016 and 2015, respectively.

Management Services Agreement by and between the Company and NRG

NRG provides the Company with various operation, 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 September 30, 2016, the base management fee was approximately $7.5 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. During the nine months ended September 30, 2016, the fee was increased by $0.5 million on an annual basis primarily due to the acquisition of the CVSR Drop Down. Costs incurred under this agreement were $6 million for the nine months ended September 30, 2016 and 2015, which included certain direct expenses incurred by NRG on behalf of the Company in addition to the base management fee. There was a balance of $3 million due to NRG in accounts payable — affiliate as of September 30, 2016. Subsequent to September 30, 2016, the balance has been paid in full.

Administrative Services Agreements by and between NRG Wind TE Holdco and NRG

Certain subsidiaries of NRG have entered into agreements with the Company's project entities to provide operation and maintenance services for the balance of the plants not covered by turbine supplier's maintenance and service agreements for the post-warranty period. The agreements have various terms with provisions for extension until terminated. For the nine months ended September 30, 2016 and 2015, the costs incurred under the agreements were $4 million and $3 million, respectively.

Certain subsidiaries of NRG provide support services to the NRG Wind TE Holdco project entities pursuant to various support services agreements. The agreements provide for administrative and support services and reimbursements of certain insurance, consultant, and credit costs. For the nine months ended September 30, 2016 and 2015, the costs incurred under the agreements were $2 million.

Note 10 — Condensed Consolidating Financial Information

As of September 30, 2016, 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 7, Long-term Debt, . 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 September 30, 2016:

NRG Yield LLC

Alta Wind 1-5 Holding Company, LLC

Alta Wind Company, LLC

NRG Energy Center Omaha Holdings LLC

NRG Energy Center Omaha LLC

NYLD Fuel Cell Holdings LLC

UB Fuel Cell, LLC

NRG South Trent Holdings LLC

NRG Yield DGPV Holding LLC

NRG Yield RPV Holding 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 2024 Senior Notes and the 2026 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 3, Business Acquisitions, the Company completed the acquisition of the CVSR Drop Down and November 2015 Drop Down Assets from NRG on September 1, 2016, and November 3, 2015, respectively. 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. The Company has recorded all minority interests in NRG Wind TE Holdco as noncontrolling interest in the Consolidated Financial Statements for all periods presented.

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Three Months Ended September 30, 2016

(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	$	—	$	7		$	265		$	—		$	—		$	272
Operating Costs and Expenses
Cost of operations	—		3			73			—			—			76
Depreciation and amortization	—		2			73			—			—			75
General and administrative	—		—			—			3			—			3
Total operating costs and expenses	—		5			146			3			—			154
Operating Income (Loss)	—		2			119			(3		)	—			118
Other Income (Expense)
Equity in earnings of consolidated affiliates	100		4			—			70			(174		)	—
Equity in earnings of unconsolidated affiliates	—		(1		)	—			14			—			13
Other income, net	—		—			1			—			—			1
Interest expense	—		—			(51		)	(17		)	—			(68		)
Total other income (expense), net	100		3			(50		)	67			(174		)	(54		)
Net Income	100		5			69			64			(174		)	64
Less: Net loss attributable to noncontrolling interests	—		—			(1		)	(36		)	1			(36		)
Net Income Attributable to NRG Yield LLC	$	100	$	5		$	70		$	100		$	(175	)	$	100

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

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Nine Months Ended September 30, 2016

(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	$	—	$	17	$	772					$	—		$	789
Operating Costs and Expenses
Cost of operations	—		10		228			—			—			238
Depreciation and amortization	—		4		220			—			—			224
General and administrative	—		—		—			8			—			8
Total operating costs and expenses	—		14		448			8			—			470
Operating Income (Loss)	—		3		324			(8		)	—			319
Other Income (Expense)
Equity in earnings of consolidated affiliates	209		21		—			178			(408		)	—
Equity in earnings (losses) of unconsolidated affiliates	—		6		(2		)	25			—			29
Other income, net	—		—		3			—			—			3
Interest expense	—		—		(156		)	(48		)	—			(204		)
Total other income (expense), net	209		27		(155		)	155			(408		)	(172		)
Net Income	209		30		169			147			(408		)	147
Less: Net loss attributable to noncontrolling interests	—		—		(1		)	(62		)	1			(62		)
Net Income Attributable to NRG Yield LLC	$	209	$	30	$	170		$	209		$	(409	)	$	209

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

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2016

(Unaudited)



	NRG Yield LLC		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			NRG Yield Operating LLC (Note Issuer)			Eliminations^(a)			Consolidated
	(In millions)
Net Income	$	100	$	5	$	69		$	64		$	(174	)	$	64
Other Comprehensive Income
Unrealized gain on derivatives	11		—		18			20			(29		)	20
Other comprehensive income	11		—		18			20			(29		)	20
Comprehensive Income	111		5		87			84			(203		)	84
Less: Comprehensive loss attributable to noncontrolling interests	—		—		(1		)	(26		)	—			(27		)
Comprehensive Income Attributable to NRG Yield LLC	$	111	$	5	$	88		$	110		$	(203	)	$	111

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

For the Nine Months Ended September 30, 2016

(Unaudited)



	NRG Yield LLC			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			NRG Yield Operating LLC (Note Issuer)			Eliminations^(a)			Consolidated
	(In millions)
Net Income	$	209		$	30	$	169		$	147		$	(408	)	$	147
Other Comprehensive Loss
Unrealized loss on derivatives	(49		)	—		(45		)	(49		)	94			(49		)
Other comprehensive loss	(49		)	—		(45		)	(49		)	94			(49		)
Comprehensive Income	160			30		124			98			(314		)	98
Less: Comprehensive loss attributable to noncontrolling interests	—			—		(1		)	(61		)	—			(62		)
Comprehensive Income Attributable to NRG Yield LLC	$	160		$	30	$	125		$	159		$	(314	)	$	160

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

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

September 30, 2016

(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	$	87	$	—	$	113	$	—	$	—		$	200
Restricted cash	—		—		138		—		—			138
Accounts receivable — trade	—		3		112		—		—			115
Accounts receivable — affiliate	2		—		1		—		—			3
Inventory	—		2		35		—		—			37
Derivative instruments	—		—		1		—		—			1
Notes receivable	—		—		17		—		—			17
Prepayments and other current assets	—		—		20		1		—			21
Total current assets	89		5		437		1		—			532
Net property, plant and equipment	—		58		5,653		—		—			5,711
Other Assets
Investment in consolidated subsidiaries	1,779		540		—		3,132		(5,451		)	—
Equity investments in affiliates	—		76		160		454		—			690
Notes receivable	—		—		18		—		—			18
Intangible assets, net	—		56		1,247		—		—			1,303
Other non-current assets	—		—		45		2		—			47
Total other assets	1,779		672		1,470		3,588		(5,451		)	2,058
Total Assets	$	1,868	$	735	$	7,560	$	3,589	$	(5,451	)	$	8,301

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

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

(Continued)

September 30, 2016



	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	$	—		$	—		$	281		$	—		$	—		$	281
Accounts payable	—			2			18			3			—			23
Accounts payable — affiliate	—			4			18			7			—			29
Derivative instruments	—			—			32			—			—			32
Accrued expenses and other current liabilities	—			1			81			12			—			94
Total current liabilities	—			7			430			22			—			459
Other Liabilities
Long-term debt — external	—			—			3,925			839			—			4,764
Long-term debt — affiliate	—			—			—			618			—			618
Accounts payable — affiliate	—			—			11			—			—			11
Derivative instruments	—			—			107			—			—			107
Other non-current liabilities	—			—			78			—			—			78
Total non-current liabilities	—			—			4,121			1,457			—			5,578
Total Liabilities	—			7			4,551			1,479			—			6,037
Commitments and Contingencies
Members' Equity
Contributed capital	1,848			784			2,929			1,832			(5,545		)	1,848
Retained earnings (accumulated deficit)	164			(53		)	156			91			(194		)	164
Accumulated other comprehensive loss	(144		)	(3		)	(141		)	(144		)	288			(144		)
Noncontrolling interest	—			—			65			331			—			396
Total Members' Equity	1,868			728			3,009			2,110			(5,451		)	2,264
Total Liabilities and Members’ Equity	$	1,868		$	735		$	7,560		$	3,589		$	(5,451	)	$	8,301

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

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2016

(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	$	—		$	45		$	361		$	34		$	440
Cash Flows from Investing Activities
Intercompany transactions between Yield LLC and subsidiaries	145			—			—			(145		)	—
Acquisition of Drop Down Assets, net of cash acquired	—			—			—			(77		)	(77		)
Capital expenditures	—			—			(16		)	—			(16		)
Increase in restricted cash	—			—			(7		)	—			(7		)
Decrease in notes receivable	—			—			11			—			11
Return of investment from unconsolidated affiliates	—			3			—			13			16
Net investments in unconsolidated affiliates	—			(48		)	—			(21		)	(69		)
Net Cash Provided by (Used in) Investing Activities	145			(45		)	(12		)	(230		)	(142		)
Cash Flows from Financing Activities
Transfer of funds under intercompany cash management arrangement	54			—			—			(54		)	—
Net contributions from noncontrolling interests	—			—			—			7			7
Distributions to NRG for CVSR and NRG Wind TE Holdco	—			—			(122		)	—			(122		)
Payment of distributions	(127		)	—			(204		)	204			(127		)
Payment of debt issuance costs	—			—			(1		)	(5		)	(6		)
Net payments for the revolving credit facility	—			—			—			(306		)	(306		)
Proceeds from the issuance of long-term debt — external	—			—			200			350			550
Payments for long-term debt	—			—			(204		)	—			(204		)
Net Cash (Used in) Provided by Financing Activities	(73		)	—			(331		)	196			(208		)
Net Decrease in Cash and Cash Equivalents	72			—			18			—			90
Cash and Cash Equivalents at Beginning of Period	15			—			95			—			110
Cash and Cash Equivalents at End of Period	$	87		$	—		$	113		$	—		$	200

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Three Months Ended September 30, 2015

(Unaudited)



	NRG Yield LLC ^(a)		Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries^(a)			NRG Yield Operating LLC (Note Issuer)^(a)			Eliminations^{(a) (b)}			Consolidated
	(In millions)
Operating Revenues
Total operating revenues	$	—	$	7		$	248		$	1		$	—		$	256
Operating Costs and Expenses
Cost of operations	—		4			78			—			—			82
Depreciation and amortization	—		1			68			—			—			69
General and administrative	—		—			—			2			—			2
Acquisition-related transaction and integration costs	—		—			—			1			—			1
Total operating costs and expenses	—		5			146			3			—			154
Operating Income (Loss)	—		2			102			(2		)	—			102
Other (Expense) Income
Equity in earnings (losses) of consolidated affiliates	62		(9		)	—			48			(101		)	—
Equity in earnings of unconsolidated affiliates	—		—			—			12			—			12
Loss on debt extinguishment	—		—			(2		)	—			—			(2		)
Interest expense	—		—			(54		)	(14		)	—			(68		)
Total other income (expense), net	62		(9		)	(56		)	46			(101		)	(58		)
Net Income (Loss)	62		(7		)	46			44			(101		)	44
Less: Net income (loss) attributable to noncontrolling interests	—		—			2			(18		)	(2		)	(18		)
Net Income (Loss) Attributable to NRG Yield LLC	$	62	$	(7	)	$	44		$	62		$	(99	)	$	62

^(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 Nine Months Ended September 30, 2015

(Unaudited)



	NRG Yield LLC ^(a)		Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries^(a)			NRG Yield Operating LLC (Note Issuer)^(a)			Eliminations^{(a) (b)}			Consolidated
	(In millions)
Operating Revenues
Total operating revenues	$	—	$	17		$	703		$	9		$	—		$	729
Operating Costs and Expenses
Cost of operations	—		11			235			—			—			246
Depreciation and amortization	—		3			219			—			—			222
General and administrative	—		—			—			8			—			8
Acquisition-related transaction and integration costs	—		—			—			2			—			2
Total operating costs and expenses	—		14			454			10			—			478
Operating Income	—		3			249			(1		)	—			251
Other (Expense) Income
Equity in income (losses) of consolidated affiliates	102		(28		)	—			88			(162		)	—
Equity in earnings of unconsolidated affiliates	—		—			—			19			—			19
Other income, net	—		—			2			—			—			2
Loss on debt extinguishment	—		—			(9		)	—			—			(9		)
Interest expense	—		—			(157		)	(38		)	—			(195		)
Total other expense, net	102		(28		)	(164		)	69			(162		)	(183		)
Net Income (Loss)	102		(25		)	85			68			(162		)	68
Less: Net loss attributable to noncontrolling interests	—		—			(2		)	(34		)	2			(34		)
Net Income (Loss) Attributable to NRG Yield LLC	$	102	$	(25	)	$	87		$	102		$	(164	)	$	102

^(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 September 30, 2015

(Unaudited)



	NRG Yield LLC^(a)			Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries ^(a)			NRG Yield Operating LLC (Note Issuer)^(a)			Eliminations^(a)(b)			Consolidated
	(In millions)
Net Income (Loss)	$	62		$	(7	)	$	46		$	44		$	(101	)	$	44
Other Comprehensive Loss
Unrealized loss on derivatives	(39		)	—			(37		)	(40		)	76			(40		)
Other comprehensive loss	(39		)	—			(37		)	(40		)	76			(40		)
Comprehensive Income (Loss)	23			(7		)	9			4			(25		)	4
Less: Comprehensive loss attributable to noncontrolling interests	—			—			2			(21		)	—			(19		)
Comprehensive Income (Loss)Attributable to NRG Yield LLC	$	23		$	(7	)	$	7		$	25		$	(25	)	$	23

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

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

For the Nine Months Ended September 30, 2015

(Unaudited)



	NRG Yield LLC^(a)			Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries^(a)			NRG Yield Operating LLC (Note Issuer)^(a)			Eliminations^{(a) (b)}			Consolidated
	(In millions)
Net Income (Loss)	$	102		$	(25	)	$	85		$	68		$	(162	)	$	68
Other Comprehensive Loss
Unrealized loss on derivatives	(40		)	—			(37		)	(41		)	77			(41		)
Other comprehensive loss	(40		)	—			(37		)	(41		)	77			(41		)
Comprehensive Income (Loss)	62			(25		)	48			27			(85		)	27
Less: Comprehensive loss attributable to noncontrolling interests	—			—			(2		)	(33		)	—			(35		)
Comprehensive Income (Loss) attributable to NRG Yield LLC	$	62		$	(25	)	$	50		$	60		$	(85	)	$	62

^(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, 2015



	NRG Yield LLC^(b)		Other Guarantor Subsidiaries		Non-Guarantor Subsidiaries^(b)		NRG Yield Operating LLC (Note Issuer)^(b)		Eliminations^(a)(b)			Consolidated
ASSETS	(In millions)
Current Assets
Cash and cash equivalents	$	15	$	—	$	95	$	—	$	—		$	110
Restricted cash	—		—		131		—		—			131
Accounts receivable — trade	—		1		100		—		—			101
Accounts receivable — affiliate	55		4		6		10		(71		)	4
Inventory	—		2		34		—		—			36
Notes receivable	—		—		17		3		(3		)	17
Prepayments and other current assets	—		1		19		—		—			20
Total current assets	70		8		402		13		(74		)	419

Net property, plant and equipment	—		61		5,817		—		—			5,878
Other Assets
Investment in consolidated subsidiaries	2,010		548		—		3,477		(6,035		)	—
Equity investments in affiliates	—		70		176		451		—			697
Notes receivable	—		—		30		—		—			30
Intangible assets, net	—		57		1,305		—		—			1,362
Other non-current assets	—		—		134		2		—			136
Total other assets	2,010		675		1,645		3,930		(6,035		)	2,225
Total Assets	$	2,080	$	744	$	7,864	$	3,943	$	(6,109	)	$	8,522

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

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

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

(Continued)

December 31, 2015



	NRG Yield LLC^(b)			Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries^(b)			NRG Yield Operating LLC (Note Issuer)^(b)			Eliminations^(a)(b)			Consolidated
LIABILITIES AND MEMBERS' EQUITY	(In millions)
Current Liabilities
Current portion of long-term debt — external	$	—		$	—		$	267		$	—		$	(3	)	$	264
Accounts payable	—			1			19			3			—			23
Accounts payable — affiliate	—			8			46			104			(72		)	86
Derivative instruments	—			1			38			—			—			39
Accrued expenses and other current liabilities	—			1			58			17			—			76
Total current liabilities	—			11			428			124			(75		)	488
Other Liabilities
Long-term debt — external	—			—			3,943			800			—			4,743
Long-term debt — affiliate	—			—			—			618			—			618
Derivative instruments	—			—			61			—			—			61
Other non-current liabilities	—			—			72			—			—			72
Total non-current liabilities	—			—			4,076			1,418			—			5,494
Total Liabilities	—			11			4,504			1,542			(75		)	5,982
Commitments and Contingencies
Members' Equity
Contributed capital	2,082			821			3,397			2,014			(6,232		)	2,082
Retained earnings (Accumulated deficit)	93			(85		)	(12		)	93			4			93
Accumulated other comprehensive loss	(95		)	(3		)	(96		)	(95		)	194			(95		)
Noncontrolling Interest	—			—			71			389			—			460
Total Members' Equity	2,080			733			3,360			2,401			(6,034		)	2,540
Total Liabilities and Members’ Equity	$	2,080		$	744		$	7,864		$	3,943		$	(6,109	)	$	8,522

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

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

NRG YIELD LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2015

(Unaudited)



	NRG Yield LLC			Other Guarantor Subsidiaries			Non-Guarantor Subsidiaries^(a)			NRG Yield Operating LLC (Note Issuer)			Consolidated
	(In millions)
Net Cash (Used in) Provided by Operating Activities	$	—		$	28		$	224		$	58		$	310
Cash Flows from Investing Activities
Intercompany transactions from Yield LLC to subsidiaries	(501		)	—			—			501			—
Acquisition of businesses, net of cash acquired	—			—			—			(37		)	(37		)
Acquisition of Drop Down Assets, net of cash acquired	—			—			—			(489		)	(489		)
Capital expenditures	—			—			(17		)	—			(17		)
Increase in restricted cash	—			—			(24		)	—			(24		)
Decrease in notes receivable	—			—			13			—			13
Proceeds from renewable energy grants	—			—			22			—			22
Return of investment from unconsolidated affiliates	—			—			—			16			16
Investments in unconsolidated affiliates	—			(19		)	—			(332		)	(351		)
Net Cash Used in Investing Activities	(501		)	(19		)	(6		)	(341		)	(867		)
Cash Flows from Financing Activities
Transfer of funds under intercompany cash management arrangement	(277		)	(9		)	—			286			—
Net contributions from noncontrolling interests	—			—			4			119			123
Distributions to NRG for NRG Wind TE Holdco and CVSR	—			—			(52		)	—			(52		)
Proceeds from the issuance of Class C and Class A units	599			—			—			—			599
Payment of distributions	(99		)	—			—			—			(99		)
Proceeds from issuance of long-term debt affiliate	—			—			—			281			281
Payment of debt issuance costs	—			—			(6		)	(1		)	(7		)
Net borrowings from the revolving credit facility	—			—			—			92			92
Proceeds from the issuance of long-term debt - external	—			—			5			—			5
Payments for long-term debt	—			—			(175		)	(494		)	(669		)
Net Cash Provided by (Used in) Financing Activities	223			(9		)	(224		)	283			273
Net Decrease in Cash and Cash Equivalents	(278		)	—			(6		)	—			(284		)
Cash and Cash Equivalents at Beginning of Period	328			—			101			—			429
Cash and Cash Equivalents at End of Period	$	50		$	—		$	95		$	—		$	145

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

Note 11 — Contingencies

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. 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, CA. 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 NRG Yield, Inc.'s June 22, 2015 Class C common stock offering. Plaintiffs seek compensatory damages, rescission, attorney’s fees and costs. On August 3, 2016, the court approved a stipulation entered into by the parties. The stipulation provided that the plaintiffs would file an amended complaint by August 19, 2016, which they did on August 18, 2016. The defendants filed demurrers and a motion challenging jurisdiction on October 18, 2016.

Ahmed v. NRG Energy, Inc. and the NRG Yield Board of Directors — On September 15, 2016, plaintiffs filed a putative class action lawsuit against NRG Energy, Inc., the directors of NRG Yield, Inc., and other parties in the Delaware Chancery Court. The complaint alleges that the defendants breached their respective fiduciary duties with regard to the recapitalization of NRG Yield, Inc. common stock in 2015. The plaintiffs generally seek economic damages, attorney’s fees and injunctive relief. The defendants filed responsive pleadings on November 4, 2016.

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 CVSR Drop Down and the November 2015 Drop Down Assets, which were acquired from NRG on September 1, 2016 and November 3, 2015, respectively.

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 three and nine months ended September 30, 2016, and 2015. Also refer to the Company's 2015 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 high-quality 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 4,563 net MW as of September 30, 2016. Each of these assets sells substantially all of its output pursuant to long-term offtake agreements with creditworthy counterparties. The weighted average remaining contract duration of these offtake agreements was approximately 17 years as of September 30, 2016, based on CAFD. The Company also owns thermal infrastructure assets with an aggregate steam and chilled water capacity of 1,315 net MWt and electric generation capacity of 123 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.

Regulatory Matters

The Company’s regulatory matters are described in the Company’s 2015 Form 10-K in Item 1, Business — Regulatory Matters and Item 1A, Risk Factors.

As owners of power plants and participants in wholesale and thermal energy markets, certain of the Company's subsidiaries are subject to regulation by various federal and state government agencies. These include FERC and the PUCT, as well as other public utility commissions in certain states where the Company's assets are located. Each of the Company's U.S. generating facilities qualifies as a EWG or QF. In addition, the Company is subject to the market rules, procedures and protocols of the various ISO and RTO markets in which it participates. Likewise, the Company must also comply with the mandatory reliability requirements imposed by NERC and the regional reliability entities in the regions where the Company operates.

The Company's operations within the ERCOT footprint are not subject to rate regulation by FERC, as they are deemed to operate solely within the ERCOT market and not in interstate commerce. These operations are subject to regulation by the PUCT.

Environmental Matters

The Company’s environmental matters are described in the Company’s 2015 Form 10-K in Item 1, Business — Environmental Matters and Item 1A, Risk Factors.

The Company is subject to a wide range of environmental laws in the development, construction, ownership and operation of projects. These laws generally require that governmental permits and approvals be obtained before construction and during operation of facilities. The Company is also subject to laws and regulations surrounding the protection of wildlife, including migratory birds, eagles and threatened and endangered species. Environmental laws have become increasingly stringent and the Company expects this trend to continue.

Trends Affecting Results of Operations and Future Business Performance

Wind and Solar Resource Availability

The availability of the wind and solar resources affects the financial performance of the wind and solar facilities, which may impact the Company’s overall financial performance. Due to the variable nature of the wind and solar resources, the Company cannot predict the availability of the wind and solar resources and the potential variances from expected performance levels from quarter to quarter. To the extent the wind and solar resources are not available at expected levels, it could have a negative impact on the Company’s financial performance for such periods.

Capital Market Conditions

The capital markets in general are often subject to volatility that is unrelated to the operating performance of particular companies. The Company’s growth strategy depends on its ability to identify and acquire additional conventional and renewable facilities from NRG and unaffiliated third parties, which will require access to debt and equity financing to complete such acquisitions or replenish capital for future acquisitions. Any broad market fluctuations may affect the Company’s ability to access such capital through debt or equity financings.

Operational Matters

Walnut Creek Forced Outage

In July and August 2016, Walnut Creek experienced two unrelated outages causing damage to a circuit breaker and a compressor resulting in forced outages on Units 2 and 4, respectively. The Company has undertaken a root cause analysis and is reviewing what is covered by warranty or available insurance coverage. Unit 2 returned to service on August 10, 2016 and Unit 4 returned to service on September 15, 2016.

Consolidated Results of Operations

The following table provides selected financial information:



	Three months ended September 30,									Nine months ended September 30,
(In millions, except otherwise noted)	2016			2015			Change			2016			2015			Change
Operating Revenues
Energy and capacity revenues	$	289		$	272		$	17		$	840		$	768		$	72
Contract amortization	(17		)	(14		)	(3		)	(51		)	(40		)	(11		)
Mark-to-market economic hedging activities	—			(2		)	2			—			1			(1		)
Total operating revenues	272			256			16			789			729			60
Operating Costs and Expenses
Cost of fuels	18			20			(2		)	48			58			(10		)
Emissions credit amortization	—			—			—			6			—			6
Operations and maintenance	41			44			(3		)	134			135			(1		)
Other costs of operations	17			18			(1		)	50			53			(3		)
Depreciation and amortization	75			69			6			224			222			2
General and administrative	3			2			1			8			8			—
Acquisition-related transaction and integration costs	—			1			(1		)	—			2			(2		)
Total operating costs and expenses	154			154			—			470			478			(8		)
Operating Income	118			102			16			319			251			68
Other Income (Expense)
Equity in earnings of unconsolidated affiliates	13			12			1			29			19			10
Other income, net	1			—			1			3			2			1
Loss on debt extinguishment	—			(2		)	2			—			(9		)	9
Interest expense	(68		)	(68		)	—			(204		)	(195		)	(9		)
Total other expense, net	(54		)	(58		)	4			(172		)	(183		)	11
Net Income	64			44			20			147			68			79
Less: Net loss attributable to noncontrolling interests	(36		)	(18		)	(18		)	(62		)	(34		)	(28		)
Net Income Attributable to NRG Yield LLC	$	100		$	62		$	38		$	209		$	102		$	107



	Three months ended September 30,		Nine months ended September 30,
Business metrics:	2016	2015	2016	2015
Renewables MWh generated/sold (in thousands) ^(a)	1,744	1,596	5,563	4,813
Conventional MWh generated (in thousands) ^(b)	628	957	1,265	1,818
Thermal MWt sold (in thousands)	496	468	1,497	1,519
Thermal MWh sold (in thousands) ^(c)	12	92	61	219

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

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

^(c) MWh sold do not include 110 MWh and 184 MWh generated by NRG Dover, a subsidiary of the Company, under the PPA with NRG Power Marketing during the three and nine months ended September 30, 2016, respectively, as further described in Note 11, Related Party Transactions.

Management’s Discussion of the Results of Operations for the Three Months ended September 30, 2016, and 2015

Gross Margin and 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' 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 gains, 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 September 30, 2016, and 2015:



	Conventional Generation			Renewables			Thermal			Total
(In millions)
Three months ended September 30, 2016
Energy and capacity revenues	$	83		$	158		$	48		$	289
Cost of fuels	—			(1		)	(17		)	(18		)
Contract amortization	(1		)	(16		)	—			(17		)
Gross margin	82			141			31			254
Contract amortization	1			16			—			17
Economic gross margin	$	83		$	157		$	31		$	271

Three months ended September 30, 2015
Energy and capacity revenues	$	88		$	137		$	47		$	272
Cost of fuels	(1		)	(1		)	(18		)	(20		)
Contract amortization	(2		)	(11		)	(1		)	(14		)
Mark-to-market for economic hedging activities	—			(2		)	—			(2		)
Gross margin	85			123			28			236
Contract amortization	2			11			1			14
Mark-to-market for economic hedging activities	—			2			—			2
Economic gross margin	$	87		$	136		$	29		$	252

Gross margin increased by $18 million and economic gross margin increased by $19 million during the three months ended September 30, 2016, compared to the same period in 2015, primarily due to:



	(In millions)
Increase in Renewables economic gross margin due to a 20% increase in volume generated at Alta wind projects, as well as 5% increase in solar generation, primarily at CVSR	$	14
Increase in Renewables economic gross margin due to an increase in price per MWh at Alta X and XI wind projects as the PPAs began in January 2016, compared to merchant prices in 2015	7
Increase in Thermal economic gross margin primarily due to increased consumption revenue at several Thermal entities	2
Decrease in Conventional economic gross margin primarily to due forced outages at Walnut Creek in the third quarter of 2016, partially offset by increased capacity revenue at Marsh Landing due to a favorable performance test	(4		)
Increase in economic gross margin	19
Higher contract amortization primarily for the Alta X and XI PPAs, which began in January 2016	(3		)
Increase due to unrealized losses on forward contracts with an NRG subsidiary hedging the forecasted sale of power from Elbow Creek, Goat Wind, Alta X and Alta XI in 2015, prior to the start of the PPAs	2
Increase in gross margin	$	18

Operations and Maintenance Expense

Operations and maintenance expense decreased by $3 million during the three months ended September 30, 2016, compared to the same period in 2015, primarily due to fewer third party service contracts, partially offset by the forced outages at Walnut Creek in the third quarter of 2016.

Interest Expense

Interest expense remained flat during the three months ended September 30, 2016, compared to the same period in 2015, due primarily to:



	(In millions)
Increase due to higher revolving credit facility borrowings in 2016	$	3
Increase due to $200 million of debt issued by CVSR Holdco in August 2016	2
Decrease from changes in the fair value of Alpine interest rate swaps	(5		)
	$	—

Income Attributable to Noncontrolling Interests

For the three months ended September 30, 2016, the Company had income of $2 million attributable to NRG's 25% ownership of the Class B interests in NRG Wind TE Holdco and a loss of $38 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 September 30, 2015, the Company had income of $1 million attributable to NRG's 25% ownership of the Class B interests in NRG Wind TE Holdco and a loss of $19 million attributable to non-controlling interests with respect to its tax equity financing arrangements and the application of the HLBV method.

Management’s Discussion of the Results of Operations for the Nine Months ended September 30, 2016, and 2015

Gross Margin and Economic Gross Margin

The below tables present the composition of gross margin, as well as the reconciliation to economic gross margin, for the nine months ended September 30, 2016, and 2015:



	Conventional Generation			Renewables			Thermal			Total
(In millions)
Nine months ended September 30, 2016
Energy and capacity revenues	$	250		$	458		$	132		$	840
Cost of fuels	(1		)	(1		)	(46		)	(48		)
Contract amortization	(4		)	(46		)	(1		)	(51		)
Emissions credit amortization	(6		)	—			—			(6		)
Gross margin	239			411			85			735
Contract amortization	4			46			1			51
Emissions credit amortization	6			—			—			6
Economic gross margin	$	249		$	457		$	86		$	792

Nine months ended September 30, 2015
Energy and capacity revenues	$	251		$	380		$	137		$	768
Cost of fuels	(2		)	(1		)	(55		)	(58		)
Contract amortization	(4		)	(34		)	(2		)	(40		)
Mark-to-market for economic hedging activities	—			1			—			1
Gross margin	245			346			80			671
Contract amortization	4			34			2			40
Mark-to-market for economic hedging activities	—			(1		)	—			(1		)
Economic gross margin	$	249		$	379		$	82		$	710

Gross margin increased by $64 million and economic gross margin increased by $82 million during the nine months ended September 30, 2016, compared to the same period in 2015 due to:



	(In millions)
Increase in Renewables economic gross margin due to a 31% increase in volume generated at the Alta wind projects, as well as a 3% increase in solar generation, primarily CVSR. Additionally, there was an increase in economic gross margin of $3 million at Spring Canyon which was acquired in May 2015	$	55
Increase in Renewables economic gross margin due to an increase in price per MWh at Alta X and XI wind projects as the PPAs began in January 2016, compared to merchant prices in 2015	23
Increase in Thermal economic gross margin primarily due to lower gas prices in addition to increased revenues in January 2016 compared to January 2015 due to higher volume	4
Conventional Generation economic gross margin remained flat primarily due to higher revenues at El Segundo as a result of forced outages in 2015, as well as increased capacity revenue at Marsh Landing due to a favorable performance test, offset by lower revenues at Walnut Creek as a result of forced outages in 2016	—
Increase in economic gross margin	82
Higher contract amortization primarily for the Alta X and XI PPAs, which began in January 2016	(11		)
Emissions credit amortization of NOx allowances at Walnut Creek and El Segundo in compliance with amendments to the Regional Clean Air Incentives Market program	(6		)
Decrease due to unrealized gains on forward contracts with an NRG subsidiary hedging the forecasted sale of power from Elbow Creek, Goat Wind, Alta X and Alta XI in 2015, prior to the start of the PPAs	(1		)
Increase in gross margin	$	64

Other Costs of Operations

Other costs of operations decreased by $3 million during the nine months ended September 30, 2016, compared to the same period in 2015, primarily due to a property tax rebate received in 2016 for the Alta projects.

Equity in Earnings of Unconsolidated Affiliates

Equity in earnings of unconsolidated affiliates increased by $10 million during the nine months ended September 30, 2016, compared to the same period in 2015, due primarily to increased equity in earnings from Desert Sunlight, which was acquired in June 2015, DGPV Holdco 1, RPV Holdco and San Juan Mesa, partially offset by losses from Elkhorn Ridge.

Interest Expense

Interest expense increased by $9 million during the nine months ended September 30, 2016, compared to the same period in 2015, due to:



	(In millions)
Increase due to higher revolving credit facility borrowings in 2016	$	6
Increase from the issuance of intercompany debt with Yield, Inc. due 2020	4
Increase from changes in the fair value of Alpine interest rate swaps	3
Increase due to $200 million of debt issued by CVSR Holdco in August 2016	2
Decrease for redemption of Alta X and XI project-level debt	(6		)
	$	9

Income Attributable to Noncontrolling Interests

For the nine months ended September 30, 2016, the Company had income of $5 million attributable to NRG's 25% ownership of the Class B interests in NRG Wind TE Holdco and a loss of $67 million attributable to noncontrolling interests with respect to its tax equity financing arrangements and the application of the HLBV method. For the nine months ended September 30, 2015, the Company had income of $6 million attributable to NRG's 25% ownership of the Class B interests in NRG Wind TE Holdco and a loss of $40 million attributable to non-controlling interests with respect to its tax equity financing arrangements and the application of the HLBV method.

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, to service debt and to pay distributions. Historically, the Company's predecessor operations were financed as part of NRG's integrated operations and largely relied on internally generated cash flows as well as corporate and/or project-level borrowings to satisfy its capital expenditure requirements. 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 September 30, 2016, and December 31, 2015, the Company's liquidity was approximately $769 million and $374 million, respectively, comprised of cash, restricted cash, and availability under the Company's revolving credit facility. The Company's liquidity includes $138 million and $131 million of restricted cash balances as of September 30, 2016, and December 31, 2015, respectively. Restricted cash consists primarily of funds to satisfy the requirements of certain debt agreements and funds held within the Company's projects that are restricted in their use. The Company's various financing arrangements are described in Note 7, Long-term Debt. As of September 30, 2016, the Company had $431 million of available borrowings under its revolving credit facility.

As of September 30, 2016, there were no outstanding borrowings and there were $64 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. On August 15, 2016, S&P lowered its corporate credit rating on the Yield Operating 2024 Senior Notes to BB from BB+. The rating outlook is stable.

As of September 30, 2016, the Company's 2024 Senior Notes and 2026 Senior Notes are rated BB by S&P and Ba2 by Moody's.

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 Note 7, Long-term Debt, to this Form 10-Q and Note 9, Long-term Debt, to the audited consolidated financial statements included in the Company's 2015 Form 10-K, the Company's financing arrangements consist of the revolving credit facility, the Senior Notes, its intercompany borrowings with Yield, Inc. and project-level financings for its various assets.

NRG Yield Operating LLC 2026 Senior Notes

At-the-Market Equity Offering Program

On August 9, 2016, NRG Yield, Inc. entered into an equity distribution agreement, or EDA, 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 EDA, 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, as NRG Yield, Inc.'s sales agents for the offer and sale of the shares, up to an aggregate sales price of $150,000,000 through an at-the-market equity offering program, or 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. Under the EDA, NRG Yield LLC makes certain customary representations and warranties regarding its business and other matters.

As of October 31, 2016, no shares were issued under the ATM Program.

CVSR Holdco Financing Arrangement

On July 15, 2016, CVSR Holdco, the indirect owner of the CVSR solar facility, issued $200 million of senior secured notes that bear interest at 4.68% and mature on March 31, 2037. Net proceeds were distributed to the Company and NRG based on their respective ownership as of July 15, 2016, and accordingly, the Company received net proceeds of $97.5 million. The proceeds were utilized, along with $28 million of cash on hand, to reduce borrowings under the Company’s revolving credit facility.

Thermal Financing

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 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, or costs to maintain the assets currently operating, such as costs to replace or refurbish assets during routine maintenance, and growth capital expenditures or construction of new assets and completing the construction of assets where construction is in process. The Company develops annual capital spending plans based on projected requirements for maintenance and growth capital. For the nine months ended September 30, 2016, the Company used approximately $16 million to fund capital expenditures, of which $12 million related to maintenance capital expenditures. For the nine months ended September 30, 2015, the Company used approximately $17 million to fund capital expenditures, of which $8 million related to maintenance capital expenditures.

Acquisitions and Investments

The Company intends to acquire generation and thermal infrastructure assets developed and constructed by NRG 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.

CVSR — On September 1, 2016, the Company acquired the remaining 51.05% interest of CVSR Holdco LLC, which indirectly owns the CVSR solar facility, from NRG for total cash consideration of $78.5 million plus an immaterial working capital adjustment. The Company also assumed additional debt of $496 million, which represents 51.05% of the CVSR project level debt and 51.05% of the notes issued under the CVSR Holdco Financing Agreement. The acquisition was funded with cash on hand.

UPMC Thermal Project — On October 31, 2016, NRG Business Services LLC, a subsidiary of NRG, and NRG Energy Center Pittsburgh LLC, or NECP, a subsidiary of the Company, entered into a 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. The initial term of the energy services agreement (under fixed capacity payments) with UPMC Mercy will be for a period of twenty years from the service commencement date. Pursuant to the terms of the EPC agreement, NECP

shall pay NRG Business Services LLC $79 million, subject to adjustment based upon certain conditions in the EPC agreement, upon substantial completion of the project. The project is expected to reach COD in the first quarter of 2018.

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. CAFD is defined as net income before interest expense, income taxes, depreciation and amortization; plus cash distributions from unconsolidated affiliates; less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness and changes in other assets. Distributions on units 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 distributions 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 nine months ended September 30, 2016:



	Third Quarter 2016		Second Quarter 2016		First Quarter 2016
Distributions per Class A, B, C and D unit	$	0.24	$	0.23	$	0.225

Cash Flow Discussion

The following table reflects the changes in cash flows for the nine months ended September 30, 2016, compared to 2015:



	Nine months ended September 30,
	2016			2015			Change
	(In millions)
Net cash provided by operating activities	$	440		$	310		$	130
Net cash used in investing activities	(142		)	(867		)	725
Net cash (used in) provided by financing activities	(208		)	273			(481		)

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	$	116
Changes in working capital driven primarily by the timing of wind generation in 2015 compared to 2016	15
Lower distributions from unconsolidated affiliates	(1		)
	$	130

Net Cash Used In Investing Activities



Changes to net cash used in investing activities were driven by:	(In millions)
Higher payments made to acquire the January 2015 Drop Down Assets compared to the CVSR Drop Down in 2016	$	412
Decrease in investments in unconsolidated affiliates in 2016 primarily due to the investment in Desert Sunlight made in 2015	282
Payments to acquire Spring Canyon and University of Bridgeport Fuel Cell in 2015, net of cash acquired	37
Changes in restricted cash due to higher funding for certain projects' debt reserves partially offset by higher project distributions in 2016 compared to 2015	17
Receipt of renewable energy grants at CVSR in 2015	(22		)
Other	(1		)
	$	725

Net Cash (Used in) Provided By Financing Activities



Changes in net cash (used in) provided by financing activities were driven by:	(In millions)
Proceeds from the issuance of Class C units on June 29, 2015	$	(599	)
Higher net payments from the revolving credit facility	(398		)
Higher net proceeds from long-term debt	729
Decrease in net contributions from noncontrolling interests	(116		)
Increase in distributions paid	(28		)
Payment of distributions to NRG due to NRG's 25% ownership of NRG Wind TE Holdco and distributions from CVSR to NRG prior to the acquisition date in 2016	(70		)
Decrease in debt issuance costs paid in 2016 compared to 2015	1
	$	(481	)

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 September 30, 2016, 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. DGPV Holdco 1, DGPV Holdco 2, RPV Holdco and GenConn 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 $450 million as of September 30, 2016. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company. See also Note 4, Variable Interest Entities, or VIEs.

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 our capital expenditure programs, as disclosed in the Company's 2015 Form 10-K.

Fair Value of Derivative Instruments

The Company may enter into fuel purchase contracts and other energy-related financial 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 September 30, 2016, based on their level within the fair value hierarchy defined in ASC 820; and indicate the maturities of contracts at September 30, 2016. For a full discussion of the Company's valuation methodology of its contracts, see Derivative Fair Value Measurements in Note 5, Fair Value of Financial Instruments.



Derivative Activity (Losses)/Gains	(In millions)
Fair value of contracts as of December 31, 2015	$	(100	)
Contracts realized or otherwise settled during the period	27
Changes in fair value	(65		)
Fair Value of contracts as of September 30, 2016	$	(138	)



	Fair Value of contracts as of September 30, 2016
	Maturity
Fair Value Hierarchy Losses	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	$	31	$	50	$	31	$	26	$	138

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 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 third quarter of 2016 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 September 30, 2016, 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 2015 Form 10-K. There have been no material changes in the Company's risk factors since those reported in its 2015 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	Indenture, dated August 18, 2016, among NRG Yield Operating LLC, the guarantors named therein and 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 August 18, 2016.
4.2	Form of 5.000% Senior Note due 2026.	Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on August 18, 2016.
4.3	Registration Rights Agreement, dated August 18, 2016, among NRG Yield Operating LLC, the guarantors named therein and J.P. Morgan Securities LLC, as representative of the initial purchasers.	Incorporated herein by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed on August 18, 2016.
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 Kirkland B. Andrews.	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/ KIRKLAND B. ANDREWS
	Kirkland B. Andrews
	Chief Financial Officer (Principal Financial Officer)


	/s/ DAVID CALLEN
	David Callen
Date: November 4, 2016	Chief Accounting Officer (Principal Accounting Officer)