UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2013

NRG YIELD, INC.

(Exact name of Registrant as specified in its charter)

211 Carnegie Center, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)

(609) 524-4500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                                           Results of Operations and Financial Condition

On August 14, 2013, NRG Yield, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2013.  A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is hereby incorporated by reference.

Item 9.01                                           Financial Statements and Exhibits

(d)         Exhibits

2

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 hereunto duly authorized.

Dated: August 14, 2013

3

Exhibit Index

4

EXHIBIT 99.1

NRG Yield, Inc. Announces Second Quarter 2013 Financial Results Following Successful Initial Public Offering

Business and Financial Highlights

·                  Closed Initial Public Offering (IPO) of 22,511,250 shares on July 22, 2013 at a price of $22 per share, above the initial pricing range of $19 - $21 per share

·                  Second Quarter Results:

·                  Adjusted EBITDA of $61 million

·                  Cash Available for Distribution of $32 million

·                  Pro-rated initial quarterly dividend of $0.23 per share of Class A common stock (based on initial quarterly dividend of $0.30)  expected to be declared and paid during the fourth quarter 2013

Providing Full Year 2013 and 2014 Guidance

·                  Adjusted EBITDA: $240 million and $285 million for 2013 and 2014, respectively

·                  Cash Available for Distribution: $72 million and $103 million for 2013 and 2014, respectively

Reaffirming Twelve Months Ending June 30, 2014 and June 30, 2015 Guidance

·                  Adjusted EBITDA: $282 million and $286 million for June 30, 2014 and June 30, 2015, respectively

·                  Cash Available for Distribution: $87 million and $105 million for June 30, 2014 and June 30, 2015, respectively

PRINCETON, NJ; August 14, 2013 — NRG Yield, Inc. (NYSE: NYLD) today reported second quarter 2013 financial and operating results. NRG Yield, Inc. closed its initial public offering on July 22, 2013 and the financial and operating results for the second quarter 2013 discussed below reflect the results of the predecessor of the Company.

“We are pleased to report strong financial and operating results for the first quarter following our successful initial public offering,” said NRG Yield Chairman, Chief Executive Officer and President David Crane. “We believe this marks the beginning of our effort to deliver a consistent, predictable and steadily growing stream of distributable cash flows from our contracted asset portfolio to our shareholders.”

Overview of Financial and Operating Results

Table 1: Selected Financial Results

1

Table 2: Selected Operating Results

NRG Yield reported net income for the quarter of $33 million. For the quarter, Adjusted EBITDA was $61 million and cash available for distribution was $32 million. Adjusted EBITDA was higher by $36 million, or 144%, when compared to the same quarter of 2012, primarily driven by assets that came online during the fourth quarter of 2012 through the first half of 2013. These assets include within our Renewable segment, all of the MWs associated with Avra Valley, Alpine, Borrego, and 105MWs from our 48.95% interest in CVSR, as well as Marsh Landing, which is within our Conventional segment.

Segment Results

Table 3: Adjusted EBITDA

Table 4: Net Income/(Loss)

Liquidity and Capital Resources

Table 5: Liquidity

2

As of June 30, 2013, NRG Yield had total liquidity of $84 million, an increase of $42 million from December 31, 2012, driven by $21 million in 1603 cash grant proceeds from the Avra Valley solar project net of repayment of the cash grant bridge loan, as well as $23 million of cash held in reserve for remaining construction payments related to the Marsh Landing facility.

On July 22, 2013, the Company raised $468 million in its initial public offering with the sale of 22,511,250 shares of Class A common stock and used $395 million to purchase Class A units in NRG Yield LLC from NRG Energy Inc. representing a 29.1% interest. It also used $73 million to purchase an additional 3.5 million Class A units, or 5.4% interest, in NRG Yield LLC with such funds earmarked for general corporate purposes. Concurrently, NRG Yield LLC, through its ownership of NRG Yield Operating LLC, acquired a portfolio of solar, wind, and natural gas generation and thermal infrastructure assets, primarily located in the Northeast, Southwest and California regions of the United States from NRG Energy Inc. in return for 42,738,750 Class B units in NRG Yield LLC. In connection with the initial public offering NRG Yield LLC and NRG Yield Operating LLC entered into a $60 million senior secured revolving credit facility.

Guidance

NRG Yield is reaffirming the Adjusted EBITDA and Cash Available for Distribution guidance as forecasted in our prospectus of July 16, 2013 of $282 million and $87 million, respectively, for the twelve months ending June 30, 2014 and $286 million and $105 million, respectively, for the twelve months ending June 30, 2015. We are also providing Adjusted EBITDA guidance for the twelve months ending December 31, 2013 and 2014, of $240 million and $285 million respectively, and Cash Available for Distribution guidance for the twelve months ending December 31, 2013 and 2014 of $72 million and $103 million, respectively. Finally, we are also reaffirming our intention to pay a pro-rated initial quarterly dividend of $0.23 per share of Class A common stock (calculated from the closing date of the offering through and including September 30, 2013, and based on our initial quarterly dividend of $0.30) expected to be declared and paid during the fourth quarter 2013.

Table 6: Adjusted EBITDA and Cash Available for Distribution Guidance

About NRG Yield

NRG Yield owns a diversified portfolio of contracted renewable and conventional generation and thermal infrastructure assets in the U.S., including fossil fuel, solar and wind power generation facilities that provide the capacity to support more than one million American homes and businesses. Our thermal infrastructure assets provide

3

steam, hot water and/or chilled water, and in some instances electricity, to commercial businesses, universities, hospitals and governmental units in ten locations. NRG Yield is traded on the New York Stock Exchange under the symbol NYLD. Visit nrgyield.com for more information.

Safe Harbor Disclosure

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks, uncertainties and assumptions and include our Adjusted EBITDA, cash available for distribution, expected earnings, future growth and financial performance, and typically can be identified by the use of words such as “expect,” “estimate,” “anticipate,” “forecast,” “plan,” “believe” and similar terms. Although NRG Yield believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, general economic conditions, hazards customary in the power industry, weather conditions, competition in wholesale power markets, the volatility of energy and fuel prices, failure of customers to perform under contracts, changes in the wholesale power markets, changes in government regulation of markets and of environmental emissions, the condition of capital markets generally, our ability to access capital markets, unanticipated outages at our generation facilities, adverse results in current and future litigation, failure to identify or successfully implement acquisitions, our ability to enter into new contracts as existing contracts expire, our ability to obtain anticipated Section 1603 Cash Grants and our ability to maintain and grow our quarterly dividends. Furthermore, any dividends are subject to available capital, market conditions, and compliance with associated laws and regulations.

NRG Yield undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Adjusted EBITDA and cash available for distribution are estimates as of today’s date, August 14, 2013, and are based on assumptions believed to be reasonable as of this date. NRG Yield expressly disclaims any current intention to update such guidance. The foregoing review of factors that could cause NRG Yield’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect NRG Yield’s future results included in NRG Yield’s filings with the Securities and Exchange Commission at www.sec.gov. In addition, NRG Yield makes available free of charge at www.nrgyield.com, copies of materials it files with, or furnish to, the SEC.

Contacts:

4

NRG YIELD

COMBINED STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes to combined financial statements.

5

NRG YIELD

COMBINED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(Unaudited)

See accompanying notes to combined financial statements.

6

NRG YIELD

COMBINED BALANCE SHEETS

See accompanying notes to combined financial statements.

7

NRG YIELD

COMBINED STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to combined financial statements.

8

Appendix Table A-1: Second Quarter 2013 Segment Adjusted EBITDA Reconciliation

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss):

Appendix Table A-2: Second Quarter 2012 Segment Adjusted EBITDA Reconciliation

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss):

9

Appendix Table A-3: YTD June 30, 2013 Segment Adjusted EBITDA Reconciliation

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss):

Appendix Table A-4: YTD June 30, 2012 Segment Adjusted EBITDA Reconciliation

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income/ (loss):

10

Appendix A-5: Cash Available for Distribution Reconciliation

The following table summarizes the calculation of cash available for distribution and provides a reconciliation to adjusted EBITDA:

Appendix Table A-6: Adjusted EBITDA Guidance Reconciliation

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to net income:

11

EBITDA and Adjusted EBITDA are non-GAAP financial measures. These measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. The presentation of Adjusted EBITDA should not be construed as an inference that NRG’s future results will be unaffected by unusual or non-recurring items.

EBITDA represents net income before interest (including loss on debt extinguishment), taxes, depreciation and amortization. EBITDA is presented because NRG Yield considers it an important supplemental measure of its performance and believes debt-holders frequently use EBITDA to analyze operating performance and debt service capacity. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are:

·                  EBITDA does not reflect cash expenditures, or future requirements for capital expenditures, or contractual commitments;

·                  EBITDA does not reflect changes in, or cash requirements for, working capital needs;

·                  EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments;

·                  Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

·                 Other companies in this industry may calculate EBITDA differently than NRG Yield does, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to use to invest in the growth of NRG Yield’s business. NRG Yield compensates for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally. See the statements of cash flow included in the financial statements that are a part of this news release.

Adjusted EBITDA is presented as a further supplemental measure of operating performance. Adjusted EBITDA represents EBITDA adjusted for mark-to-market gains or losses, asset write offs and impairments; and factors which we do not consider indicative of future operating performance. The reader is encouraged to evaluate each adjustment and the reasons NRG Yield considers it appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA. In addition, in evaluating Adjusted EBITDA, the reader should be aware that in the future NRG Yield may incur expenses similar to the adjustments in this news release.

Cash available for distribution is adjusted EBITDA plus cash dividends from unconsolidated affiliates, less maintenance capital expenditures, pro-rata adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness and changes in others assets. Management believes cash available for distribution is a relevant supplemental measure of the Company’s ability to earn and distribute cash returns to investors.

12