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 5, 2014

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 5, 2014, NRG Yield, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2014.  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.

Dated: November 5, 2014

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Exhibit Index

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Exhibit 99.1

NRG Yield, Inc. Reports Third Quarter 2014 Financial Results,

Announces Acquisition of Second Set of Assets from NRG, and Raises Quarterly Dividend by 2.7%

Financial Highlights(1)

·                  $140 million of Adjusted EBITDA in the third quarter of 2014 including $17 million of Adjusted EBITDA from the newly acquired Alta Wind portfolio

·                  $94 million of Cash Available for Distribution (CAFD) in the third quarter of 2014

·                  $0.365 per share quarterly dividend to Class A common stock ($1.46 per share annualized) paid on September 15, 2014 to shareholders of record as of September 2, 2014

Increasing Dividend

·                  2.7% quarter-over-quarter increase in dividend payable in fourth quarter of 2014 for the Company’s Class A common stock to $0.375 per share ($1.50 per share annualized)

·                  25% year-over-year increase in annualized dividend per share (from $1.20 annualized in fourth quarter 2013 to $1.50 annualized in fourth quarter 2014)

Closed the Acquisition of Alta Wind

·                  On August 12, 2014, NRG Yield completed the acquisition of 947 megawatts of Alta Wind portfolio from Terra-Gen Power, LLC

Announcing Acquisition of Second Set of Assets from NRG

·                  On November 4, 2014, NRG Yield entered into definitive agreement with NRG Energy, Inc., to acquire the following facilities in an all-cash transaction for $480 million, subject to customary working capital adjustments, including the assumption of approximately $746 million(2) of project debt

·                  Walnut Creek — 500 MW natural gas facility located in City of Industry, CA

·                  Tapestry — three wind facilities totaling 204 MW; including Buffalo Bear 19 MW in Oklahoma, Taloga 130 MW in Oklahoma, and Pinnacle 55 MW in West Virginia

·                  Laredo Ridge — 81 MW wind facility located in Petersburg, NE

·                  Expected to increase annual run-rate Adjusted EBITDA and CAFD by $120 million and by $35 million respectively

·                  NRG Yield will utilize cash on hand as well as availability under the existing credit facility to fund the transaction, which it expects to close by the end of 2014

Reaffirming 2014 and Initiating 2015 Financial Guidance(3)

(1)  In accordance with GAAP, 2014 and 2013 results restated to include full impact of the assets in the ROFO drop-down transaction which closed on June 30, 2014

(2)  Prior to the closing of the transaction, debt associated with Laredo Ridge will be refinanced. As of September 30, 2014 total project debt for the three assets was approximately $705 million.

(3)  This guidance does not include the impact of the planned acquisition of Walnut Creek, Tapestry, and Laredo Ridge. Following closing of transaction, guidance will be updated accordingly.

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·                  Full year 2014 guidance of $455 million Adjusted EBITDA and $145 million CAFD

·                  Full year 2015 guidance of $585 million Adjusted EBITDA and $160 million CAFD

PRINCETON, NJ; November 5, 2014 — NRG Yield, Inc., (NYSE: NYLD) today reported third quarter 2014 Adjusted EBITDA of $140 million and CAFD of $94 million. Net income for the third quarter was $31 million. Net income attributable to Class A shareholders was $6 million or $0.20 per diluted Class A common share.

“Excellent performance across all operating segments allowed NRG Yield to post strong third quarter results. Having established with NRG an efficient drop-down process, when coupled with the Alta acquisition, NRG Yield is well positioned to deliver a consistent, predictable, and steadily growing stream of cash flows to our shareholders,” said NRG Yield’s Chairman and Chief Executive Officer David Crane. “Furthermore, NRG Yield’s strong liquidity position provides the flexibility needed to actively seek assets that fit our growth profile.”

Overview of Financial and Operating Results

Note 1: NRG Yield closed on its initial public offering (IPO) on July 22, 2013. Results for periods prior to the IPO are attributable to its predecessor.

Note 2: In accordance with GAAP, 2014 and 2013 results have been restated to include full impact of the assets in the ROFO drop down transaction which closed on June 30, 2014.

Table 1: Selected Financial Results

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Table 2: Selected Operating Results

(1) Also includes Thermal MWh sold

Segment Results

Table 3: Adjusted EBITDA

Table 4: Net Income/(Loss)

For the quarter ended September 30, 2014, NRG Yield reported Net Income of approximately $31 million, Adjusted EBITDA of $140 million and CAFD of $94 million. Adjusted EBITDA was higher by $37 million and CAFD was $22 million higher than the same quarter of 2013 as new assets came online during the third and fourth quarters of 2013 and the Alta acquisition closed during the third quarter of 2014.

Operational Performance

For the third quarter of 2014, NRG Yield maintained strong safety performance and continues to have no incidents through 2014. Additionally, generation in the Renewable segment was 67.9% higher in the third quarter versus the same period in 2013 as a result of the Alta Wind acquisition. In the Conventional segment, availability increased from the same period last year as a result of improved availability at El Segundo Energy Center.

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Liquidity and Capital Resources

Table 5: Liquidity

(1) Represents excess proceeds from the debt and equity offerings, net of Alta acquisition

Total liquidity as of September 30, 2014 was $849 million, an increase of $663 million from December 31, 2013. This reflects an increase in revolver availability of $363 million, as well as changes in cash driven by:

·                  $1,861 million of cash inflows, consisting of the following items:

·                  $898 million proceeds from the issuance of long-term debt and project financings, net of debt issuance costs

·                  $630 million of proceeds from issuance of Class A common stock

·                  $194 million of net cash provided by operating activities

·                  $137 million of proceeds from renewable energy grants

·                  $2 million of other cash inflows

·                  Offset by $1,576 million of cash outflows, consisting of the following items:

·                  $901 million payment for Alta acquisition

·                  $357 million payment to NRG for purchase of ROFO assets

·                  $195 million for payments for long-term debt

·                  $95 million of dividends and distributions to NRG Yield shareholders and NRG

·                  $28 million in capital expenditures

Completed Purchase of Alta Wind facility

On August 12, 2014, NRG Yield completed the acquisition of the Alta Wind facility located in Tehachapi, CA, from Terra-Gen Power, LLC for $923 million, which consisted of a base purchase price of $870 million as well as a payment for working capital of $53 million, plus the assumption of $1.6 billion of non-recourse project-level debt. The acquisition, which totals 947 megawatts (MW) of operating wind capacity, also includes a portfolio of land leases associated with the Alta Wind facility. NRG Yield funded the purchase price through a combination of the net proceeds of $492 million from issued “Green Bonds” (due 2024 at a coupon rate of 5.375%) and proceeds from the July 29, 2014 sale of 12,075,000 shares of Class A common stock. The acquisition is expected to increase the annual run-rate EBITDA by approximately $220 million and CAFD by approximately $70 million (before debt service associated with acquisition financing) by 2016.

Acquisition of Second Set of Assets from NRG

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On November 4, 2014, NRG Yield entered into a definitive agreement to acquire the following assets from NRG: Walnut Creek, Tapestry and Laredo Ridge for $480 million in total cash consideration, plus assumed project debt of $746 million(4) excluding adjustments for working capital at close. The sale is subject to certain third party approvals and is expected to close this quarter. NRG Yield intends to fund the purchase with cash on hand and by drawing funds under the revolving credit facility. The acquisition is expected to increase annual run-rate Adjusted EBITDA by approximately $120 million and annual run-rate CAFD by approximately $35 million (before interest expenses related to the revolver draw). These assets will augment NRG Yield’s portfolio with an additional 211 MW of wind generation and 500 MW of natural gas generation.

Project Debt Repricings

On July 9, 2014, Avra Valley amended its credit agreement to increase its borrowings by $3 million and to reduce the related interest rate from 3 month LIBOR plus an applicable margin of 2.25% to 3 month LIBOR plus 1.75%. The proceeds were used to pay the amendment fees to the lender, to pay advisor fees, and to issue a $2.6 million distribution to NRG Yield Operating LLC.

On July 17, 2014, Marsh Landing amended its credit agreement to increase its borrowings by $34 million and to reduce the related interest rates for Tranche A and B borrowings. The Tranche A interest rate was reduced from 3 month LIBOR plus an applicable margin of 2.75% to 3 month LIBOR plus 1.75%, and the Tranche B interest rate was reduced from 3 month LIBOR plus an applicable margin of 3.00% to 3 month LIBOR plus 1.875%. The proceeds from the borrowings were utilized to make a distribution of $29 million to NRG Yield Operating LLC and to fund the costs of the amendment, including advisor fees and amendment fees to the lenders.

Quarterly Dividend

On July 29, 2014, the Company’s Board of Directors declared a quarterly dividend on Class A common stock of $0.365 per share ($1.46 per share annualized) which was paid on September 15, 2014 to shareholders of record as of September 2, 2014.

On November 5, 2014, the Company’s Board of Directors declared a quarterly dividend on Class A common stock of $0.375 per share ($1.50 per share annualized) payable on December 15, 2014 to shareholders of record as of December 1, 2014. This equates to a 2.7% increase over the prior quarter.

Financial Guidance

The company is reaffirming Full Year 2014 Adjusted EBITDA of $455 million and CAFD of $145 million.

The company is initiating 2015 Full Year guidance of $585 million Adjusted EBITDA and $160 million CAFD.

This guidance does not include the planned acquisition of Walnut Creek, Tapestry, and Laredo Ridge. Following closing of transaction, guidance will be updated accordingly.

(4)  Prior to the closing of the transaction, debt associated with Laredo Ridge will be refinanced. As of September 30, 2014 total project debt for the three assets was approximately $705 million.

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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 1.5 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 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 acquire assets from NRG Energy, Inc. or third parties, our ability to close the 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 5, 2014, 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:

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NRG YIELD, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(a) The calculation of income attributable to NRG excludes pre-acquisition net income of the Acquired ROFO Assets.

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NRG YIELD, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

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NRG YIELD, INC.

CONSOLIDATED BALANCE SHEETS

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NRG YIELD, INC.

CONSOLIDATED BALANCE SHEETS (Continued)

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NRG YIELD, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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Appendix Table A-1: Third Quarter 2014 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 2013 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 2014 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, 2013 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 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:

Appendix Table A-7: Adjusted NRG Yield Drop Down Assets Projected Reg G

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