10-Q 1 yieldinc06301610-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: June 30, 2016
 
 
 
o
 
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 001-36002
NRG Yield, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
 
46-1777204
(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.
Yes x       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.
Large accelerated filer x
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
 
 
 
 
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o       No x
As of July 31, 2016, there were 34,586,250 shares of Class A common stock outstanding, par value $0.01 per share, 42,738,750 shares of Class B common stock outstanding, par value $0.01 per share, 62,784,250 shares of Class C common stock outstanding, par value $0.01 per share, and 42,738,750 shares of Class D common stock outstanding, par value $0.01 per share.
 
 
 
 
 

1
                                            

TABLE OF CONTENTS
Index


2
                                            

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q of NRG Yield, Inc., 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 dividend;
•
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, in the indentures governing the Senior Notes and in the indentures governing the Company's convertible 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.


3
                                            

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, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015
2019 Convertible Notes
 
$345 million aggregate principal amount of 3.50% Convertible Notes due 2019, issued by NRG Yield, Inc.
2020 Convertible Notes
 
$287.5 million aggregate principal amount of 3.25% Convertible Notes due 2020, issued by NRG Yield, Inc.
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
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
COD
 
Commercial Operations Date
Company
 
NRG Yield, Inc. together with its consolidated subsidiaries
CVSR
 
California Valley Solar Ranch
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 and the November 2015 Drop Down Assets
Economic Gross Margin
 
Energy and capacity revenue less cost of fuels
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 NRG 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
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

4
                                            

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
NOLs
 
Net Operating Losses
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 NRG Yield Operating LLC from NRG on November 3, 2015
NRG
 
NRG Energy, Inc.
NRG Wind TE Holdco
 
NRG Wind TE Holdco LLC
NRG Yield LLC
 
The holding company through which the projects are owned by NRG, the holder of Class B and Class D units, and NRG Yield, Inc., the holder of the Class A and Class C units
NRG Yield Operating LLC
 
The holder of the project assets that are owned by NRG Yield LLC
OCI/OCL
 
Other comprehensive income/loss
Pinnacle
 
Pinnacle Wind, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Pinnacle project
PPA
 
Power Purchase Agreement
PUCT
 
Public Utility Commission of Texas
QF
 
Qualifying Facility under the Public Utility Regulatory Policies Act of 1978
Recapitalization
 
The adoption of the Company's Second Amended and Restated Certificate of Incorporation which authorized two new classes of common stock, Class C common stock and Class D common stock, and distributed shares of such new classes of common stock to holders of the Company’s outstanding Class A common stock and Class B common stock, respectively, through a stock split on May 14, 2015 
ROFO Agreement
 
Amended and Restated Right of First Offer Agreement between the Company and NRG
RPV Holdco
 
NRG RPV Holdco 1 LLC
RTO
 
Regional Transmission Organization
SEC
 
U.S. Securities and Exchange Commission
Senior Notes
 
NRG Yield Operating LLC's $500 million of 5.375% unsecured senior notes due 2024
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
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

5
                                            

PART I - FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS
NRG YIELD, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
Three months ended June 30,
 
Six months ended June 30,
(In millions, except per share amounts)
2016
 
2015 (a)
 
2016
 
2015 (a)
Operating Revenues
 
 
 
 
 
 
 
Total operating revenues
$
258

 
$
235

 
$
478

 
$
435

Operating Costs and Expenses
 
 
 
 
 
 
 
Cost of operations
75

 
75

 
158

 
159

Depreciation and amortization
67

 
70

 
133

 
137

General and administrative
3

 
3

 
6

 
6

Acquisition-related transaction and integration costs
—

 
1

 
—

 
1

Total operating costs and expenses
145

 
149

 
297

 
303

Operating Income
113

 
86

 
181

 
132

Other Income (Expense)
 
 
 
 
 
 
 
Equity in earnings of unconsolidated affiliates
18

 
8

 
20

 
10

Other income, net
1

 
—

 
1

 
1

Loss on debt extinguishment
—

 
(7
)
 
—

 
(7
)
Interest expense
(62
)
 
(45
)
 
(130
)
 
(118
)
Total other expense, net
(43
)
 
(44
)
 
(109
)
 
(114
)
Income Before Income Taxes
70

 
42

 
72

 
18

Income tax expense
12

 
4

 
12

 
—

Net Income
58

 
38

 
60

 
18

Less: Pre-acquisition net loss of Drop Down Assets
—

 
(3
)
 
—

 
(7
)
Net Income Excluding Pre-acquisition Net Loss of Drop Down Assets
58

 
41

 
60

 
25

Less: Net income attributable to noncontrolling interests
26

 
31

 
23

 
20

Net Income Attributable to NRG Yield, Inc.
$
32

 
$
10

 
$
37

 
$
5

Earnings Per Share Attributable to NRG Yield, Inc. Class A and Class C Common Stockholders
 
 
 
 
 
 
 
Weighted average number of Class A common shares outstanding - basic
35

 
35

 
35

 
35

Weighted average number of Class A common shares outstanding - diluted
49

 
35

 
35

 
35

Weighted average number of Class C common shares outstanding - basic
63

 
35

 
63

 
35

Weighted average number of Class C common shares outstanding - diluted
73

 
35

 
63

 
35

Earnings per Weighted Average Class A and Class C Common Share - Basic
$
0.33

 
$
0.15

 
$
0.38

 
$
0.07

Earnings per Weighted Average Class A Common Share - Diluted
0.29

 
0.15

 
0.38

 
0.07

Earnings per Weighted Average Class C Common Share - Diluted
0.31

 
0.15

 
0.38

 
0.07

Dividends Per Class A Common Share
0.23

 
0.20

 
0.455

 
0.59

Dividends Per Class C Common Share
$
0.23

 
$
0.20

 
$
0.455

 
$
0.20

 
(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.
See accompanying notes to consolidated financial statements.

6
                                            

NRG YIELD, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
 
Three months ended June 30,
 
Six months ended June 30,
(In millions)
2016
 
2015 (a)
 
2016
 
2015 (a)
Net Income
$
58

 
$
38

 
$
60

 
$
18

Other Comprehensive (Loss) Income, net of tax
 
 
 
 
 
 
 
Unrealized (loss) gain on derivatives, net of income tax benefit (expense) of $3, ($4), $12 and $4
(16
)
 
23

 
(57
)
 
3

Other comprehensive (loss) income
(16
)
 
23

 
(57
)
 
3

Comprehensive Income
42

 
61

 
3

 
21

Less: Pre-acquisition net loss of Drop Down Assets
—

 
(3
)
 
—

 
(7
)
Less: Comprehensive income (loss) attributable to noncontrolling interests
13

 
48

 
(14
)
 
30

Comprehensive Income (Loss) Attributable to NRG Yield, Inc.
$
29

 
$
16

 
$
17

 
$
(2
)
 
(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.

See accompanying notes to consolidated financial statements.

7
                                            

NRG YIELD, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except shares)
June 30, 2016
 
December 31, 2015
ASSETS
(unaudited)
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
89

 
$
111

Restricted cash
55

 
48

Accounts receivable — trade
109

 
95

Accounts receivable — affiliate
1

 
—

Inventory
35

 
35

Derivative instruments
1

 
—

Notes receivable
7

 
7

Prepayments and other current assets
22

 
22

Total current assets
319

 
318

Property, plant and equipment, net of accumulated depreciation of $832 and $701
4,947

 
5,056

Other Assets
 
 
 
Equity investments in affiliates
778

 
798

Notes receivable
6

 
10

Intangible assets, net of accumulated amortization of $132 and $93
1,321

 
1,362

Deferred income taxes
170

 
170

Other non-current assets
66

 
61

Total other assets
2,341

 
2,401

Total Assets
$
7,607

 
$
7,775

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current Liabilities
 

 
 

Current portion of long-term debt
$
251

 
$
241

Accounts payable — trade
21

 
23

Accounts payable — affiliate
32

 
85

Derivative instruments
37

 
39

Accrued expenses and other current liabilities
39

 
68

Total current liabilities
380

 
456

Other Liabilities
 
 
 
Long-term debt
4,465

 
4,562

Accounts payable — affiliate
20

 
—

Derivative instruments
122

 
61

Other non-current liabilities
63

 
64

Total non-current liabilities
4,670

 
4,687

Total Liabilities
5,050

 
5,143

Commitments and Contingencies
 
 
 
Stockholders' Equity
 
 
 
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued
—

 
—

Class A, Class B, Class C and Class D common stock, $0.01 par value; 3,000,000,000 shares authorized (Class A 500,000,000, Class B 500,000,000, Class C 1,000,000,000, Class D 1,000,000,000); 182,848,000 shares issued and outstanding (Class A 34,586,250, Class B 42,738,750, Class C 62,784,250, Class D 42,738,750) at June 30, 2016, and December 31, 2015
1

 
1

Additional paid-in capital
1,835

 
1,855

Retained earnings
26

 
12

Accumulated other comprehensive loss
(47
)
 
(27
)
Noncontrolling interest
742

 
791

Total Stockholders' Equity
2,557

 
2,632

Total Liabilities and Stockholders' Equity
$
7,607

 
$
7,775


See accompanying notes to consolidated financial statements.

8
                                            

NRG YIELD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Six months ended June 30,
 
2016
 
2015 (a)
 
(In millions)
Cash Flows from Operating Activities
 
 
 
Net income
$
60

 
$
18

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Equity in earnings of unconsolidated affiliates
(20
)
 
(10
)
Distributions from unconsolidated affiliates
22

 
32

Depreciation and amortization
133

 
137

Amortization of financing costs and debt discounts
10

 
6

Amortization of intangibles and out-of-market contracts
40

 
26

Adjustment for debt extinguishment
—

 
7

Changes in income taxes
12

 
—

Changes in derivative instruments
(2
)
 
(37
)
Disposal of asset components and ARO accretion
4

 
2

Changes in prepaid and accrued capacity payments
(65
)
 
(66
)
Changes in other working capital
4

 
(22
)
Net Cash Provided by Operating Activities
198

 
93

Cash Flows from Investing Activities
 
 
 
Acquisition of businesses, net of cash acquired
—

 
(37
)
Acquisition of Drop Down Assets, net of cash acquired
—

 
(489
)
Capital expenditures
(11
)
 
(8
)
(Increase) decrease in restricted cash
(7
)
 
5

Decrease in notes receivable
4

 
3

Return of investment from unconsolidated affiliates
29

 
15

Investments in unconsolidated affiliates
(59
)
 
(328
)
Other
2

 
—

Net Cash Used in Investing Activities
(42
)
 
(839
)
Cash Flows from Financing Activities
 
 
 
Net contributions from noncontrolling interests
8

 
123

Distributions to NRG for NRG Wind TE Holdco
(6
)
 
—

Proceeds from the issuance of common stock
—

 
600

Payment of dividends and distributions to shareholders
(83
)
 
(61
)
Payment of debt issuance costs
—

 
(11
)
Net borrowings from the revolving credit facility
12

 
267

Net payments of long-term debt
(109
)
 
(294
)
Net Cash (Used in) Provided by Financing Activities
(178
)
 
624

Net Decrease in Cash and Cash Equivalents
(22
)
 
(122
)
Cash and Cash Equivalents at Beginning of Period
111

 
429

Cash and Cash Equivalents at End of Period
$
89

 
$
307

 
(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.
See accompanying notes to consolidated financial statements.

9
                                            

NRG YIELD, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Nature of Business
NRG Yield, Inc., together with its consolidated subsidiaries, or the Company, is a dividend growth-oriented company formed by NRG as a Delaware corporation on December 20, 2012, to serve as the primary vehicle through which NRG owns, operates and acquires contracted renewable and conventional generation and thermal infrastructure assets. NRG Yield, Inc. owns 100% of the Class A units and Class C units of NRG Yield LLC, including a controlling interest through its position as managing member. NRG Yield LLC, through its wholly owned subsidiary, NRG Yield Operating LLC, is the holder of a portfolio of renewable and conventional generation and thermal infrastructure assets, primarily located in the Northeast, Southwest and California regions of the U.S.
NRG Yield, Inc. consolidates the results of NRG Yield LLC through its controlling interest, with NRG's interest shown as noncontrolling interest in the financial statements. On May 14, 2015, NRG Yield, Inc. completed a stock split whereby each outstanding share of Class A common stock was split into one share of Class A common stock and one share of Class C common stock, and each outstanding share of Class B common stock was split into one share of Class B common stock and one share of Class D common stock. The stock split is referred to as the Recapitalization and all references to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retrospectively adjusted to reflect the Recapitalization. In addition, on June 29, 2015, NRG Yield, Inc. completed the issuance of 28,198,000 shares of Class C common stock for net proceeds of $599 million. The holders of NRG Yield, Inc.'s outstanding shares of Class A and Class C common stock are entitled to dividends as declared. NRG receives its distributions from NRG Yield LLC through its ownership of NRG Yield LLC Class B and Class D units.
The following table represents the structure of the Company as of June 30, 2016:

10
                                            


As of June 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
 
48.95
%
 
122

 
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
 
 
 
 
482

 
 
 
 
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

 
 
 
 
 
 
 
 
 
 
 
 
 

11
                                            

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
Total net capacity (excluding equivalent MWt)(d)
 
 
 
4,558

 
 
 
 
 
(a) Net capacity represents the maximum, or rated, generating capacity of the facility multiplied by the Company's percentage ownership in the facility as of June 30, 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 55 MW for RPV Holdco and 45 MW for DGPV Holdco 1 and DGPV Holdco 2, which 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 11, 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.
Stockholders' equity represents the equity associated with the Class A and Class C common stockholders, with the equity associated with the Class B and Class D common stockholder, NRG, and the third-party interests under certain tax equity arrangements classified as noncontrolling interest.
As described in Note 3, Business Acquisitions, 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. Additionally, 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 acquisitions of the November 2015 Drop Down Assets and the January 2015 Drop Down Assets, or collectively, the Drop Down Assets, were accounted for as transfers 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 since the inception of common control. Accordingly, the Company prepared its consolidated financial statements to reflect the transfers as if they had taken place from the beginning of the financial statements period or from the date the entities were under common control (if later than the beginning of the financial statements period), which was April 1, 2014 for the January Drop Down Assets and the majority of the November 2015 Drop Down Assets. The recast did not affect net income attributable to NRG Yield, Inc., weighted average number of shares outstanding, earnings per share or dividends. With respect to the November 2015 Drop Down Assets, the Company has recorded all minority interests in NRG Wind TE Holdco as noncontrolling interest in the Consolidated Financial Statements for all periods presented.
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the SEC’s regulations for interim financial information. 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 audited 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 June 30, 2016, and the results of operations, comprehensive income and cash flows for the six months ended June 30, 2016, and 2015.

12
                                            

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 amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during the reporting period. Actual results could be different from these estimates.
Noncontrolling Interests
The following table reflects the changes in the Company's noncontrolling interest balance:
 
(In millions)
Balance as of December 31, 2015
$
791

Capital contributions from tax equity investors, net of distributions
8

November 2015 Drop Down Assets working capital payment
2

Comprehensive loss
(14
)
Distributions to NRG
(45
)
Balance as of June 30, 2016
$
742

Distributions to NRG
The following table lists the distributions paid on NRG Yield LLC's Class B and D units during the six months ended June 30, 2016:
 
Second Quarter 2016
 
First Quarter 2016
Distributions per Class B Unit
$
0.23

 
$
0.225

Distributions per Class D Unit
$
0.23

 
$
0.225

On July 26, 2016, NRG Yield LLC declared a distribution on its units of $0.24 per unit payable on September 15, 2016 to unit holders of record as of September 1, 2016. The portion of the distributions paid by NRG Yield LLC to NRG is recorded as a reduction to the Company's noncontrolling interest balance.
Additionally, the Company paid $6 million to NRG relating to its noncontrolling interest in NRG Wind TE Holdco for the six months ended June 30, 2016.
Recent Accounting Developments
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.

13
                                            

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 evaluating the impact of the standard 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 International Accounting Standards Board, or IASB, to develop a common revenue standard for GAAP and International Financial Reporting Standards, or IFRS, and to improve financial reporting.  The guidance in ASU No. 2014-09 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 the following steps to be applied by an entity: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies the performance obligation.  In August 2015, the FASB issued ASU 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.
In addition to ASU No. 2014-09, the FASB has issued additional guidance which provides further clarification on Topic 606. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606), or ASU No. 2016-08. The amendments of ASU No. 2016-08 clarify how to apply the implementation guidance on principal versus agent considerations related to the sale of goods or services to a customer as updated by ASU No. 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606), or ASU No. 2016-10. The amendments of ASU No. 2016-10 provide further clarification on contract revenue recognition as updated by ASU No. 2014-09, specifically related to the identification of separately identifiable performance obligations and the implementation of licensing contracts. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606), or ASU No. 2016-12. The amendments of ASU No. 2016-12 provide further clarification on contract revenue recognition as updated by ASU No. 2014-09, specifically related to collectability, the presentation of tax collected from customers, and non-cash consideration, as well as offering practical expedients. 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's results of operations, cash flows and financial position.

14
                                            

Note 3 — Business Acquisitions
2016 Acquisitions
CVSR — On August 8, 2016, the Company and NRG entered into a definitive agreement regarding the acquisition of the remaining 51.05% interest in the CVSR project for total expected cash consideration of $78.5 million plus assumed debt and working capital adjustments to be calculated at close. The sale is subject to customary closing conditions and is expected to close during the third quarter of 2016. The Company expects to fund the acquisition with drawings under the Company's revolving credit facility.
The acquisition will be 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 since the inception of common control. Accordingly, the Company will prepare its consolidated financial statements to reflect the transfer as if it had taken place from the beginning of the financial statements period or from the date the entities were under common control (if later than the beginning of the financial statements period), which would be January 1, 2015. The recast would not affect net income attributable to NRG Yield, Inc., weighted average number of shares outstanding, earnings per share or dividends.
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 noncontrolling interest.
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

15
                                            

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 noncontrolling interest.
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 audited 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 June 30, 2016:
(In millions)
NRG Wind TE Holdco
 
Alta Wind TE Holdco
 
Spring Canyon
Other current and non-current assets
$
190

 
$
27

 
$
4

Property, plant and equipment
638

 
472

 
102

Intangible assets
2

 
281

 
—

Total assets
830

 
780

 
106

Current and non-current liabilities
215

 
8

 
6

Total liabilities
215

 
8

 
6

Noncontrolling interest
235

 
121

 
70

Net assets less noncontrolling interests
$
380

 
$
651

 
$
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 audited 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 and 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 $78 million on a combined basis as of June 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 Home Solar, a subsidiary of NRG, including: (i) an existing, unlevered portfolio of over 2,200 leases across nine states representing approximately 17 MW with a weighted average remaining lease term of approximately 17 years; and (ii) a tax equity-financed portfolio of approximately 5,500 leases representing approximately 38 MW, with an average lease term for the existing and new leases of approximately 17 to 20 years. Under this partnership, the Company had previously committed to fund up to $150 million of capital, which was reduced to $100 million in February 2016.
The Company's maximum exposure to loss is limited to its equity investment, which was $67 million as of June 30, 2016.

16
                                            

On August 5, 2016, the Company and NRG amended the RPV Holdco partnership to further reduce the aggregate commitment of $100 million to $60 million in connection with NRG’s change in business model approach in the residential solar business.
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 June 30, 2016, the Company's investment in GenConn was $108 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 June 30,
 
Six months ended June 30,
(In millions)
2016
 
2015
 
2016
 
2015
Income Statement Data:
 
 
 
Operating revenues
$
18

 
$
18

 
$
36

 
$
40

Operating income
10

 
11

 
19

 
20

Net income
$
6

 
$
8

 
$
13

 
$
14

 
June 30, 2016
 
December 31, 2015
Balance Sheet Data:
(In millions)
Current assets
$
34

 
$
36

Non-current assets
408

 
416

Current liabilities
14

 
16

Non-current liabilities
$
211

 
$
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 June 30, 2016
 
As of December 31, 2015
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
(In millions)
 
Assets:
 
 
 
 
 
 
 
Notes receivable, including current portion
$
13

 
$
13

 
$
17

 
$
17

Liabilities:
 
 
 
 
 
 
 
Long-term debt, including current portion
$
4,772

 
$
4,772

 
$
4,863

 
$
4,745

The fair value of notes receivable and long-term debt are based on expected future cash flows discounted at market interest rates, or current interest rates for similar instruments, and are classified as Level 3 within the fair value hierarchy.

17
                                            

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 June 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
—

 
2

Interest rate contracts
159

 
98

Total liabilities
$
159

 
$
100

 
(a) There were no assets or liabilities classified as Level 1 or Level 3 as of June 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 June 30, 2016, the credit reserve resulted in a $5 million increase in fair value, which was composed of a $4 million gain in OCI and $1 million gain 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 audited 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 June 30, 2016, credit risk exposure to these counterparties attributable to the Company's ownership interests was approximately $2.5 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 12, Segment Reporting, to the Company's audited 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.

18
                                            

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 audited consolidated financial statements included in the Company's 2015 Form 10-K.
Energy-Related Commodities
As of June 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 June 30, 2016, these contracts were not designated as cash flow or fair value hedges.

Interest Rate Swaps
As of June 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 as of June 30, 2016, and December 31, 2015.
 
 
 
Total Volume
 
 
 
June 30, 2016
 
December 31, 2015
Commodity
Units
 
(In millions)
Natural Gas
MMBtu
 
4

 
4

Interest
Dollars
 
$
1,932

 
$
1,991

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
 
June 30, 2016
 
June 30, 2016
 
December 31, 2015
 
(In millions)
Derivatives Designated as Cash Flow Hedges:
 
 
 
 
 
Interest rate contracts current
$
—

 
$
34

 
$
34

Interest rate contracts long-term
—

 
108

 
56

Total Derivatives Designated as Cash Flow Hedges
—

 
142

 
90

Derivatives Not Designated as Cash Flow Hedges:
 
 
 
 
 
Interest rate contracts current
—

 
3

 
3

Interest rate contracts long-term
—

 
14

 
5

Commodity contracts current
1

 
—

 
2

Total Derivatives Not Designated as Cash Flow Hedges
1

 
17

 
10

Total Derivatives
$
1

 
$
159

 
$
100


19
                                            

The Company has elected to present derivative assets and liabilities on the balance sheet on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level. As of June 30, 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, net of tax:
 
Three months ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(In millions)
Accumulated OCL beginning balance
$
(110
)
 
$
(81
)
 
$
(69
)
 
$
(61
)
Reclassified from accumulated OCL to income due to realization of previously deferred amounts
3

 
4

 
6

 
7

Mark-to-market of cash flow hedge accounting contracts
(19
)
 
19

 
(63
)
 
(4
)
Accumulated OCL ending balance, net of income tax benefit of $28 and $10, respectively
$
(126
)
 
$
(58
)
 
$
(126
)
 
$
(58
)
Accumulated OCL attributable to noncontrolling interests
(79
)
 
(42
)
 
(79
)
 
(42
)
Accumulated OCL attributable to NRG Yield, Inc.
$
(47
)
 
$
(16
)
 
$
(47
)
 
$
(16
)
Losses expected to be realized from OCL during the next 12 months, net of income tax benefit of $4
$
18

 
 
 
$
18

 
 
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 six months ended June 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 June 30, 2016, and 2015, the impact to the consolidated statements of income was a loss of $2 million and a gain of $31 million, respectively. For the six months ended June 30, 2016, and 2015, the impact to the consolidated statements of income was a loss of $9 million and a gain of $19 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.
Commodity contracts also hedged the forecasted sale of power for Elbow Creek, Alta X and Alta XI in 2015 until the start of the PPAs. The effect of these commodity hedges was recorded to operating revenues. For the three and six months ended June 30, 2015, the impact to the consolidated statements of income was an unrealized loss of $4 million and an unrealized gain of $3 million, respectively.
See Note 5, Fair Value of Financial Instruments, for a discussion regarding concentration of credit risk.

20
                                            

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 audited consolidated financial statements included in the 2015 Form 10-K. Long-term debt consisted of the following:
 
 
June 30, 2016
 
December 31, 2015
 
June 30, 2016, interest rate % (a)
 
Letters of Credit Outstanding at June 30, 2016
 
 
(In millions, except rates)
 
 
2019 Convertible Notes (b)
 
$
333

 
$
330

 
3.500
 
 
2020 Convertible Notes (c)
 
268

 
266

 
3.250
 
 
Senior Notes, due 2024
 
500

 
500

 
5.375
 
 
NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility, due 2019 (d)
 
318

 
306

 
L+2.75
 
$
67

Project-level debt:
 
 
 
 
 
 
 
 
Alpine, due 2022
 
151

 
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
 
24

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
 
27

Alta Realty Investments, due 2031
 
32

 
33

 
7.000
 
—

Alta Wind Asset Management, due 2031
 
18

 
19

 
L+2.375
 
—

Avra Valley, due 2031
 
58

 
60

 
L+1.75
 
3

Blythe, due 2028
 
21

 
21

 
L+1.625
 
6

Borrego, due 2025 and 2038
 
71

 
72

 
L+ 2.50/5.65
 
5

El Segundo Energy Center, due 2023
 
457

 
485

 
L+1.625 - L+2.25
 
82

Energy Center Minneapolis, due 2017 and 2025
 
100

 
108

 
5.95 -7.25
 
—

Kansas South, due 2031
 
31

 
33

 
L+2.00
 
4

Laredo Ridge, due 2028
 
102

 
104

 
L+1.875
 
10

Marsh Landing, due 2017 and 2023
 
410

 
418

 
L+1.75 - L+1.875
 
45

PFMG and related subsidiaries financing agreement, due 2030
 
29

 
29

 
6.000
 
—

Roadrunner, due 2031
 
38

 
40

 
L+1.625
 
5

South Trent Wind, due 2020
 
59

 
62

 
L+1.625
 
10

TA High Desert, due 2020 and 2032
 
51

 
52

 
L+2.50/5.15
 
8

Tapestry, due 2021
 
176

 
181

 
L+1.625
 
20

Viento, due 2023
 
183

 
189

 
L+2.75
 
27

Walnut Creek, due 2023
 
341

 
351

 
L+1.625
 
60

WCEP Holdings, due 2023
 
46

 
46

 
L+3.00
 
—

Other
 
1

 
2

 
various
 
—

Subtotal project-level debt:
 
3,353

 
3,461

 
 
 
 
Total debt
 
4,772

 
4,863

 
 
 
 
  Less current maturities
 
251

 
241

 
 
 
 
Less deferred financing costs
 
56

 
60

 
 
 
 
Total long-term debt
 
$
4,465

 
$
4,562

 
 
 
 
 
(a) As of June 30, 2016, L+ equals 3 month LIBOR plus x%, except for the 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, where L+ equals 6 month LIBOR plus x%.
(b) Net of discount of $12 million and $15 million as of June 30, 2016, and December 31, 2015, respectively.
(c) Net of discount of $19 million and $21 million as of June 30, 2016, and December 31, 2015, respectively.
(d) Applicable rate is determined by the Borrower Leverage Ratio, as defined in the credit agreement.

21
                                            

The financing arrangements listed above contain certain covenants, including financial covenants that the Company is required to be in compliance with during the term of the respective arrangement. As of June 30, 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 six months ended June 30, 2016.
CVSR Holdco Financing Arrangement
On July 15, 2016, CVSR Holdco, the indirect owner of the CVSR project, which is 48.95% owned by the Company, issued $200 million of senior secured notes that bear interest at 4.68% and mature on March 31, 2037.  The Company’s pro-rata share of the borrowings was $97.5 million.  Net proceeds of $97.5 million were distributed to NRG Yield Operating LLC based on its pro-rata ownership.
NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility
The Company borrowed $60 million from the revolving credit facility and repaid $48 million during the six months ended June 30, 2016. As of June 30, 2016, $318 million of borrowings and $67 million of letters of credit were outstanding. 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. As of July 31, 2016, $193 million of borrowings were outstanding.


22
                                            

Note 8 — Earnings Per Share
Basic and diluted earnings (loss) per common share are computed by dividing net income (loss) by the weighted average number of common shares outstanding. Shares issued during the year are weighted for the portion of the year that they were outstanding. The number of shares and per share amounts for the prior periods presented below have been retrospectively restated to reflect the Recapitalization.
The reconciliation of the Company's basic and diluted earnings per share is shown in the following tables:
 
Three months ended June 30,
 
2016
 
2015
(In millions, except per share data) (a)
Common Class A
 
Common Class C
 
Common Class A
 
Common Class C
Basic earnings per share attributable to NRG Yield, Inc. common stockholders
 
 
 
 
 
 
 
Net income attributable to NRG Yield, Inc.
$
11

 
$
21

 
$
5

 
$
5

Weighted average number of common shares outstanding - basic
35

 
63

 
35

 
35

Earnings per weighted average common share — basic
$
0.33

 
$
0.33

 
$
0.15

 
$
0.15

Diluted earnings per share attributable to NRG Yield, Inc. common stockholders
 
 
 
 
 
 
 
Net income attributable to NRG Yield, Inc.
$
14

 
$
23

 
$
5

 
$
5

Weighted average number of common shares outstanding - diluted
49

 
73

 
35

 
35

Earnings per weighted average common share — diluted
$
0.29

 
$
0.31

 
$
0.15

 
$
0.15

 
Six months ended June 30,
 
2016
 
2015
(In millions, except per share data) (a)
Common Class A
 
Common Class C
 
Common Class A
 
Common Class C
Basic and diluted earnings per share attributable to NRG Yield, Inc. common stockholders
 
 
 
 
 
 
 
Net income attributable to NRG Yield, Inc.
$
13

 
$
24

 
$
3

 
$
3

Weighted average number of common shares outstanding
35

 
63

 
35

 
35

Earnings per weighted average common share — basic and diluted
$
0.38

 
$
0.38

 
$
0.07

 
$
0.07

 
(a) Net income attributable to NRG Yield, Inc. and basic and diluted earnings per share might not recalculate due to presenting values in millions rather than whole dollars.
With respect to the Class A common stock, there were a total of 15 million anti-dilutive outstanding equity instruments for the six months ended June 30, 2016, and the three and six months ended June 30, 2015, related to the 2019 Convertible Notes. With respect to the Class C common stock, there were a total of 10 million anti-dilutive outstanding equity instruments for the six months ended June 30, 2016 related to the 2020 Convertible Notes.


23
                                            

Note 9 — 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, taxes, depreciation and amortization, or Adjusted EBITDA, and CAFD, as well as economic gross margin and net income (loss).
 
Three months ended June 30, 2016
(In millions)
Conventional Generation
 
Renewables
 
Thermal
 
Corporate
 
Total
Operating revenues
$
85

 
$
134

 
$
39

 
$
—

 
$
258

Cost of operations
16

 
32

 
27

 
—

 
75

Depreciation and amortization
20

 
42

 
5

 
—

 
67

General and administrative
—

 
—

 
—

 
3

 
3

Operating income (loss)
49

 
60

 
7

 
(3
)
 
113

Equity in earnings of unconsolidated affiliates
4

 
14

 
—

 
—

 
18

Other income, net
—

 
1

 
—

 
—

 
1

Interest expense
(12
)
 
(30
)
 
(1
)
 
(19
)
 
(62
)
Income (loss) before income taxes
41

 
45

 
6

 
(22
)
 
70

Income tax expense
—

 
—

 
—

 
12

 
12

Net Income (Loss)
$
41

 
$
45

 
$
6

 
$
(34
)
 
$
58

Total Assets
$
2,037

 
$
4,961

 
$
423

 
$
186

 
$
7,607

 
Three months ended June 30, 2015 (a)
(In millions)
Conventional Generation
 
Renewables
 
Thermal
 
Corporate
 
Total
Operating revenues
$
85

 
$
108

 
$
42

 
$
—

 
$
235

Cost of operations
15

 
29

 
31

 
—

 
75

Depreciation and amortization
21

 
45

 
4

 
—

 
70

General and administrative
—

 
—

 
—

 
3

 
3

Acquisition-related transaction and integration costs
—

 
—

 
—

 
1

 
1

Operating income (loss)
49

 
34

 
7

 
(4
)
 
86

Equity in earnings of unconsolidated affiliates
4

 
4

 
—

 
—

 
8

Loss on debt extinguishment
(7
)
 
—

 
—

 
—

 
(7
)
Interest expense
(13
)
 
(17
)
 
(2
)
 
(13
)
 
(45
)
Income (loss) before income taxes
33

 
21

 
5

 
(17
)
 
42

Income tax expense
—

 
—

 
—

 
4

 
4

Net Income (Loss)
$
33


$
21


$
5


$
(21
)

$
38

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

24
                                            


Six months ended June 30, 2016
(In millions)
Conventional Generation

Renewables

Thermal

Corporate

Total
Operating revenues
$
164

 
$
231

 
$
83

 
$
—


$
478

Cost of operations
39

 
63

 
56

 
—


158

Depreciation and amortization
40

 
83

 
10

 
—


133

General and administrative
—

 
—

 
—

 
6


6

Operating income (loss)
85

 
85

 
17

 
(6
)
 
181

Equity in earnings of unconsolidated affiliates
7

 
13

 
—

 



20

Other income, net
—

 
1

 
—

 
—

 
1

Interest expense
(23
)
 
(66
)
 
(3
)
 
(38
)

(130
)
Income (loss) before income taxes
69

 
33

 
14

 
(44
)

72

Income tax expense
—

 
—

 
—

 
12


12

Net Income (Loss)
$
69


$
33


$
14


$
(56
)

$
60

 
Six months ended June 30, 2015 (a)
(In millions)
Conventional Generation
 
Renewables
 
Thermal
 
Corporate
 
Total
Operating revenues
$
161

 
$
185

 
$
89

 
$
—

 
$
435

Cost of operations
36

 
58

 
65

 
—

 
159

Depreciation and amortization
42

 
86

 
9

 
—

 
137

General and administrative
—