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): November 4, 2015

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 November 4, 2015, NRG Yield, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2015.  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

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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.

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Exhibit Index

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Exhibit 99.1

NRG Yield, Inc. Reports Third Quarter 2015 Financial Results, Completes Drop Down Acquisition from NRG, Updates 2015 and Initiates 2016 Financial Guidance, Increases Fourth Quarter Dividend by 2.4%

Financial Highlights

·                  $198 million of Adjusted EBITDA for third quarter 2015

·                  $132 million of Cash Available for Distribution (CAFD) for third quarter 2015

·                  $0.21 per share quarterly dividend to Class A and Class C common stock ($0.84 per share annualized) paid on September 15, 2015 to shareholders of record as of September 1, 2015

Increasing Dividend

·                  2.4% quarter over quarter increase in common stock dividend payable in fourth quarter of 2015 to $0.215 per share ($0.86 per share annualized), a 15% increase over fourth quarter 2014

·                  Targeting $0.25 per share quarterly dividend ($1.00 per share annualized) by the fourth quarter 2016, a 16% increase over current rate and 67% increase since our first post-IPO dividend in the fourth quarter 2013

Closed the Drop Down Acquisition of Wind Portfolio of Assets from NRG

·                  On November 3, 2015, the Company acquired a 75% interest in an 814 net megawatt (MW) portfolio of twelve wind facilities from NRG, representing 611 net MW, for $210 million in total cash consideration (subject to working capital adjustments)

Updating 2015 and Initiating 2016 Financial Guidance

·                  Updating full year 2015 Financial Guidance which reflects full year impact of the drop down acquisition(1):

·                  Adjusted EBITDA of $705 million from $660 million

·                  CAFD of $165 million, from $160 million

·                  Initiating 2016 Financial Guidance:

·                  Adjusted EBITDA of $805 million

·                  CAFD of $265 million

PRINCETON, NJ — November 4, 2015 — NRG Yield, Inc. (NYSE: NYLD, NYLD.A) today reported third quarter 2015 financial results including Adjusted EBITDA of $198 million and CAFD of $132 million. Net income attributable to Class A and Class C stockholders for the three months ended September 30, 2015 was $17 million or $0.18 per Class A and Class C common share.

(1)  In accordance with GAAP, Adjusted EBITDA results reflect the full year impact of the drop down as if the combination has been in effect since the inception of common control which represents the entirety of the change vs. previous 2015 Guidance. Updated 2015 CAFD excludes CAFD from the November 3rd drop down through the closing date

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“NRG Yield continues to execute by delivering strong 3rd quarter results and again increasing our dividend for our shareholders,” said David Crane, NRG Yield’s Chairman and Chief Executive Officer. “With the recent closing of the latest drop down, NRG Yield continues to demonstrate its ability to consummate transactions with its parent company, NRG Energy, which in part allows the company to maintain its dividend growth commitments while also continuing to have visibility into further growth through the NRG ROFO pipeline.”

Overview of Financial and Operating Results

Note 1: In accordance with GAAP, 2014 results have been recast to include the Drop Down Assets acquired by NRG Yield from NRG on June 30, 2014 (June 2014 Drop Down Assets) and January 2, 2015 (January 2015 Drop Down Assets) as if the combination has been in effect since the inception of common control.

Table 1: Selected Financial Results

Segment Results

Table 2: Adjusted EBITDA

Table 3: Net Income/(Loss)

For the quarter ended September 30, 2015, NRG Yield reported Net Income of $34 million, Adjusted EBITDA of $198 million, and CAFD of $132 million. Third quarter Adjusted EBITDA was higher than the same period in 2014 by $32 million primarily as a result of the acquisition of Desert Sunlight in the second quarter of 2015, and the Alta Wind portfolio in

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August 2014. CAFD was higher primarily as a result of the acquisitions of Desert Sunlight, Alta Wind portfolio, as well as June 2014 and January 2015 Drop Down Assets.

Operational Performance

Table 4: Selected Operating Results

(1) Also includes Thermal MWh sold

For the third quarter 2015, NRG Yield maintained strong safety performance with a 0.65 incident rate. Generation in the renewable segment was 40% higher in the third quarter versus the same period in 2014 as a result of the Alta Wind portfolio acquisition.

Liquidity and Capital Resources

Table 5: Liquidity

Total liquidity as of September 30, 2015 was $572 million, a decrease of $291 million from December 31, 2014. This reflects a decrease in revolver availability of $34 million and a decrease in cash of $257 million primarily used to fund the acquisition of the January 2015 Drop Down Assets.(2)

Completed Acquisition of 75% Interest in Wind Portfolio from NRG

On November 3, 2015, the Company acquired a 75% interest in an 814 net megawatt (MW) portfolio of twelve wind facilities from NRG, representing 611 net MW, for total cash consideration of $210 million, subject to working capital adjustments. The Company will be responsible for its pro-rata share of non-recourse project debt of $193 million and noncontrolling interest associated with a tax equity structure of $165 million (as of September 30, 2015). These assets were offered to NRG Yield by NRG pursuant to the Right of First Offer Agreement. The wind assets included in the portfolio are:

·                  Elkhorn Ridge — 54 MW wind facility located in Bloomfield, NE

·                  San Juan Mesa — 90 MW wind facility located in Elida, NM

·                  Wildorado — 161 MW wind facility located in Vega, TX

·                  Crosswinds — 21 MW wind facility located in Ayrshire, IA

·                  Forward — 29 MW wind facility located in Berlin, PA

(2)  See Appendix A-6 for Nine Months Ended 2015 Sources and Uses of Cash and Cash Equivalents detail

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·                  Hardin — 15 MW wind facility located in Jefferson, IA

·                  Odin — 20 MW wind facility located in Odin, MN

·                  Sleeping Bear — 95 MW wind facility located in Woodward, OK

·                  Spanish Fork — 19 MW wind facility located in Spanish Fork, UT

·                  Lookout — 38 MW wind facility located in Berlin, PA

·                  Goat Wind — 150 MW wind facility located in Sterling City, TX

·                  Elbow Creek — 122 MW wind facility located in Howard County, TX

The acquisition results in an increase of 611 net MW of operating wind capacity owned by NRG Yield, diversifying the portfolio offtakers as well as the geography of the renewable resources across the United States.

Quarterly Dividend Updates

On August 4, 2015, the Company announced the declaration of a quarterly dividend on each of the Company’s Class A and Class C common stock of $0.21 per share ($0.84 per share annualized) paid on September 15, 2015 to stockholders of record as of September 1, 2015. This equated to a 5% increase over the prior quarter.

On November 4, 2015, the Company announced the declaration of a quarterly dividend on Class A and Class C common stock of $0.215 per share ($0.86 per share annualized) payable on December 15, 2015 to stockholders of record as of December 1, 2015. This equates to a 2.4% increase over the prior quarter.

Seasonality

NRG Yield’s quarterly operating results continue to be impacted by seasonal factors. The majority of NRG Yield’s revenues are generated from the months of May and September, as contracted pricing and renewable resources are at their highest levels in the Company’s core markets. The factors driving the fluctuation in Adjusted EBITDA and CAFD include the following:

·                  Higher summer capacity prices from conventional assets;

·                  Higher solar intensity during the summer months;

·                  Debt service payments which are made either quarterly or semi-annually; and

·                  Timing of maintenance capital expenditures

The Company takes into consideration the timing of these factors to ensure sufficient funds are available for distribution on a quarterly basis.

Updating 2015 Financial Guidance and Initiating 2016 Guidance

As a result of the acquisition of the November 2015 Drop Down Assets, NRG Yield is updating its full year 2015 guidance(3) for Adjusted EBITDA to $705 million, from $660 million, and CAFD to $165 million, from $160 million, although actual results may vary depending on the operating performance of the assets.

The Company is initiating 2016 Full Year guidance of $805 million of Adjusted EBITDA and $265 million of CAFD.

(3)  In accordance with GAAP, Adjusted EBITDA results include the full year impact of the drop down as if the combination has been in effect since the inception of common control which represents the entirety of the change vs. previous 2015 Guidance. Updated 2015 CAFD excludes CAFD from the November 3rd drop down through the closing date

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NRG Yield’s anticipated operations and CAFD guidance for renewable assets are based on internal expectations for renewable resource availability using wind and solar studies conducted on-site, historical conditions at existing facilities, and actual results during the ownership of these assets. Results may be impacted by renewable resource volatility occurring from meteorological events which are out of the Company’s control. For example, a 5% increase or decrease in MWh production across the wind and solar portfolios could change CAFD by approximately $20 million and $6 million, respectively.

The Company is targeting a quarterly dividend of $0.25 per share ($1.00 per share annualized) on each of the Company’s Class A and Class C common stock by the 4th quarter of 2016. This represents a 16% increase over the current annualized dividend.

Table 6: Adjusted EBITDA and Cash Available for Distribution Guidance(4)

Earnings Conference Call

On November 4, 2015, NRG Yield will host a conference call at 10:30 a.m. Eastern to discuss these results. Investors, the news media and others may access the live webcast of the conference call and accompanying presentation materials by logging on to NRG Yield’s website at http://www.nrgyield.com and clicking on “Presentations & Webcasts.”

About NRG Yield

NRG Yield owns a diversified portfolio of contracted renewable and conventional generation and thermal infrastructure assets in the United States, including fossil fuel, solar and wind power generation facilities that provide the capacity to support more than two million American homes and businesses. Our 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. NRG Yield’s Class C and

(4)  Guidance excludes the impact of interest on cash drawn on NRG Yield’s revolving credit facility as of November 3rd, 2015 which equates to $7 million on an annualized basis, subject to change

(5)  Cash Distribution reflects NRG Energy ownership of the November 2015 Drop Down Assets from January 1, 2015 through November 3rd, 2015

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Class A common stock are traded on the New York Stock Exchange under the symbols NYLD and NYLD.A, respectively. 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, 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 execute acquisitions, our ability to enter into new contracts as existing contracts expire, our ability to acquire assets from NRG Energy, Inc. or third parties, our ability to maintain or create successful partnering relationships with NRG Energy and other third parties, our ability to close drop-down transactions, 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, November 4, 2015, 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.

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Contacts:

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ITEM 1 — FINANCIAL STATEMENTS

NRG YIELD, INC.

CONSOLIDATED STATEMENTS OF INCOME

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

See accompanying notes to consolidated financial statements.

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NRG YIELD, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

See accompanying notes to consolidated financial statements.

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NRG YIELD, INC.

CONSOLIDATED BALANCE SHEETS

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

See accompanying notes to consolidated financial statements.

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NRG YIELD, INC.

CONSOLIDATED BALANCE SHEETS (Continued)

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

See accompanying notes to consolidated financial statements.

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NRG YIELD, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

See accompanying notes to consolidated financial statements.

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Appendix Table A-1: Third Quarter 2015 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: Third Quarter 2014 Segment Adjusted EBITDA Reconciliation

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):

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Appendix Table A-3: YTD September 30, 2015 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 September 30, 2014 Segment Adjusted EBITDA Reconciliation

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):

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Appendix Table 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: