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): February 29, 2016

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 February 29, 2016, NRG Yield, Inc. issued a press release announcing its financial results for the year ended December 31, 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 Full Year and

Fourth Quarter 2015 Financial Results

2015 Financial Highlights

·                  $720 million of Adjusted EBITDA for full year 2015

·                  $179 million of Cash Available for Distribution (CAFD) for full year 2015

·                  $0.215 per share quarterly dividend paid to Class A and Class C common stock holders ($0.86 per share annualized) on December 15, 2015 representing a 15% year over year increase since the fourth quarter 2014

·                  Raised total net proceeds of over $1 billion in third party financing through the issuance of Class C common stock, convertible notes and tax equity; the proceeds were used to fund acquisitions, repay project level indebtedness and for general corporate purposes

Increasing Dividend

·                  On February 17, 2016, announced a 4.65% quarter over quarter increase in the Class A and Class C common stock dividend payable in first quarter of 2016 to $0.225 per share ($0.90 per share annualized)

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

Business Highlights

·                  In 2015, NRG Yield increased the size of its contracted generation portfolio by approximately 1.6 GW and approximately $80 million in annual CAFD through the execution of both drop down transactions with NRG Energy and third party acquisitions

·                  In May 2015, and concurrent with the recapitalization of the Company through the creation of the new Class C common stock, NRG Yield and NRG Energy agreed to an expanded ROFO agreement for approximately 800 MW of new long term contracted natural gas assets, 900 MWs of wind assets(1), and $250 million commitment in residential and business renewable solar portfolios

·                  Announcing a $50 million reallocation in NRG Yield’s previously committed investment partnerships with NRG Energy from residential solar to business renewables to more closely align with NRG’s strategic priorities

Reaffirming 2016 Guidance

·                  Full year 2016 guidance:

·                  Adjusted EBITDA of $805 million

·                  CAFD of $265 million

PRINCETON, NJ — February 29, 2016 — NRG Yield, Inc. (NYSE: NYLD, NYLD.A) today reported fourth quarter 2015 financial results including Adjusted EBITDA of $183 million and CAFD of $15 million, which resulted in full year Adjusted EBITDA and CAFD for 2015 of $720 million and $179 million, respectively. Net income attributable to Class A and Class C stockholders for the twelve months ended December 31, 2015 was $33 million or $0.40 per Class A and Class C common share.

(1)   Includes the Nov. 3, 2015 Drop Down of 611 net MW

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“NRG Yield ended the year strong, delivering on our financial commitments while maintaining a robust growth pipeline through our strategic relationship with NRG,” said Mauricio Gutierrez, NRG Yield’s Interim Chief Executive Officer. “While the capital markets continue to be quite turbulent, we remain focused on executing across our portfolio. Furthermore, we believe NRG Yield continues to represent a unique investment opportunity, both with its predictable and growing dividend as well as its ability to participate in the sector’s secular growth trends.”

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), January 2, 2015 (January 2015 Drop Down Assets), and November 3, 2015(2) (November 2015 Drop Down Assets) as if the combinations have 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 fourth quarter, NRG Yield reported Net Income of $13 million, Adjusted EBITDA of $183 million, and CAFD of $15 million. Fourth quarter CAFD outperformed guidance driven by favorable wind production at the Alta wind farm in California, a one-time receipt of

(2)   November 3, 2015 Drop Down consisted of 75% interest in a portfolio of twelve wind facilities

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insurance proceeds related to the Q1 2015 El Segundo forced outage, and a $3 million timing delay of debt service payments subsequently paid in January 2016.

For the year ended December 31, 2015, NRG Yield reported Net Income of $55 million, Adjusted EBITDA of $720 million, and CAFD of $179 million. Full year Adjusted EBITDA was higher than 2014 primarily due to the full year impact of Alta Wind and Walnut Creek, as well as the acquisitions of Desert Sunlight and Spring Canyon. Full year CAFD was higher than 2014 primarily due to the full year impact of the June 2014 Drop Down Assets, the acquisition of the January 2015 Drop Down Assets, and the acquisition of Desert Sunlight. Fourth quarter Adjusted EBITDA and CAFD was higher than the same period in 2014 primarily as a result of the acquisition of Desert Sunlight.

Operational Performance

Table 4: Selected Operating Results

(1)   Also includes Thermal MWh sold

For the fourth quarter 2015, NRG Yield maintained strong safety performance with a 0.49 incident rate. Generation in the renewable segment was 5% higher in the fourth quarter versus the same period in 2014 as a result of the Spring Canyon acquisition in May 2015.

Liquidity and Capital Resources

Table 5: Liquidity

Total liquidity as of December 31, 2015 was $292 million, a decrease of $596 million from December 31, 2014. This reflects a decrease in revolver availability of $279 million and a decrease in cash of $317 million primarily used to fund the acquisitions of the January 2015 and November 2015 Drop Down Assets.(3)

Summary of 2015 Acquisitions

January 2015 Drop Down Assets:

·                  Walnut Creek — 485 MW natural gas facility located in City of Industry, CA

·                  Tapestry — Three wind facilities totaling 204 MW: including Buffalo Bear, 19 MW in Buffalo, OK; Taloga, 130 MW in Putnam, OK; and Pinnacle, 55 MW in Keyser, WV

·                  Laredo Ridge — 80 MW wind facility located in Petersburg, NE

April 2015:

·                  University of Bridgeport Fuel Cell - 1.4 MW of thermal capacity located in Bridgeport, CT

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

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·                  Entered into partnership with NRG Energy to invest in residential solar leases owned and developed by NRG Energy; subsequently amended in February 2016

May 2015:

·                  Spring Canyon — 90.1% interest in two wind facilities representing 54 net MW located in Logan Country, CO

·                  Entered into partnership with NRG Energy to invest in business renewable assets owned and operated by NRG; subsequently amended in February 2016

June 2015:

·                  Desert Sunlight — 25% interest in two utility-scale solar facilities representing 138 net MW located in Desert Center, CA

November 2015 Drop Down Assets:

A 75% interest in an 814 net MW portfolio of twelve wind facilities, representing 611 net MW. 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

·                  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

Reallocation of Investment Opportunity

On February 29, 2016, the Company amended its agreements with NRG in order to reallocate $50 million in existing capital commitments from residential solar to business renewables. The amendments reduce the total committed capital under the residential solar partnership from $150 million to $100 million, and create a new business renewables partnership with a total commitment of $50 million, bringing the aggregate commitments under the business renewables partnerships with NRG from $100 million to $150 million. This reallocation emphasizes continuation of the strategically symbiotic relationship between the two companies and realigns the Company’s investment priorities with NRG’s strategic growth objectives.

Quarterly Dividend Updates

On February 17, 2016, the Company’s Board of Directors declared a quarterly dividend on Class A and Class C common stock of $0.225 per share ($0.90 per share annualized) payable on March 15, 2016 to shareholders of record as of March 1, 2016. This equates to a 4.65% increase over the prior quarter and an increase of 15% over the past year.

Seasonality

NRG Yield’s quarterly operating results are impacted by seasonal factors. The majority of NRG Yield’s revenues are generated from the months of May through 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:

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·                  Higher summer capacity prices from conventional assets;

·                  Higher solar insolation during the summer months;

·                  Higher wind resources during the spring 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.

Financial Guidance

NRG Yield is reaffirming full year guidance of $805 million Adjusted EBITDA and $265 million CAFD, although actual results may vary depending on the operating performance of the assets. Additionally, and given the seasonality described above, the Company is transitioning from disclosing specific quarterly guidance to providing expected percentage ranges related to the achievement of our full year Adjusted EBITDA and CAFD on a quarterly basis based on the portfolio owned by the Company at the present time. The first such disclosure for 2016 is provided below:

Table 6: Estimated Quarterly Adjusted EBITDA and CAFD Ranges(4)

Finally, 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 would represent a 16% year over year increase since the fourth quarter of 2015.

Earnings Conference Call

On February 29, 2016, NRG Yield will host a conference call at 9:00 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 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

(4)         Percent ranges in table are primarily driven by potential variability in both wind and solar production; Renewable resources may experience deviation beyond +/-5%;  Other items which may impact CAFD include non-recurring events such as forced outages or timing of maintenance capex

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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 be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated herein 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, February 29, 2016, and are based on assumptions the company believed to be reasonable as of that 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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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

(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: Fourth 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: Fourth 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 December 31, 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 December 31, 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:

Appendix Table A-6: Full Year 2015 Sources and Uses of Liquidity

The following table summarizes the sources and uses of liquidity in the twelve months of 2015.

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Appendix Table A-7: Adjusted EBITDA and Cash Available for Distribution Guidance(5)