Chad Plotkin – VP, IR David Crane – President & CEO Kirk Andrews – CFO.

Paul Zimbardo – UBS Paul Ridzon – KeyBanc Andrew Hughes – Bank of America Merrill Lynch Keith Stanley – Wolfe Research.

Welcome to the NRG Yield Second Quarter 2014 Earnings Call. (Operator Instructions). I will now like to turn the conference to our host Chad Plotkin, Vice President of Investor Relations. Sir, you may begin..

Thank you, Eric, and good morning and welcome to NRG Yield's second quarter 2014 earnings call. This morning's call is being broadcast live over the phone and via webcast, which can be located on our website at www.nrgyield.com under presentations and webcast. Additionally this call will only last for 30 minutes.

As this is the earnings call for NRG Yield, any statements made on this call that may pertain to NRG Energy will be provided from NRG Energy’s perspective. Please note that today’s discussion may contain forward-looking statements which are based on assumptions that we believe to be reasonable as of today.

Such statements are subject to risks and uncertainties that could cause actual results to differ materially. We urge everyone to review the Safe Harbor statement provided in today’s presentation as well as the risk factors contained in our SEC filings.

We undertake no obligation to update these statements as a result of future events except as required by law. During this morning call, we will refer to both GAAP and non-GAAP financial measures of the company’s operating and financial results.

For information regarding our non-GAAP financial measures and reconciliations to the most comparable GAAP measures please refer to today’s press release in this presentation and with that I will turn the call over to David Crane..

Thank you Chad and good morning everyone. Good morning again in many cases. I’m joined with Kirk Andrews, NRG Yield’s Chief Financial Officer who will be giving the bulk of the very short presentation.

Mauricio Gutierrez is also with us, NRG Yield’s, Chief Operating Officer and he is not giving part of the presentation but will be available to answer any operational questions that you have about the performance of Yield’s assets.

I have one slide to go through, slide 3, and we’re going to be brief about this because obviously we just had the Energy earnings call. I also expect that many of you on the phone would have been subjected to listening to us recent particularly listen to Kirk during one of the recent equity or debt offering.

So we’re going to try and get to Q&A as quickly as possible. Looking at this slide, I just want to sum up, we’re just as -- 1st year birthday of NRG Yield as public company and I can tell you is that from the point of view being Chief Executive Officer of NRG Yield I couldn’t be more pleased with what we have accomplished in this 12 month time frame.

Directly or through our sponsorship with NRG we have acquired over 2.5 gigawatts of new assets which are perfectly suited for NRG Yield. We successfully access the capital markets by raising nearly 1.5 billion which obviously provides the liquidity that we need to grow yield on an accretive basis.

We have grown our target annualized dividend by 25% from a $1.20 a share at the time of the IPO to a $1.50 a share by year-end 2015 and lastly and most importantly all these actions that we have done have allowed us to establish the industry leading dividend growth rate of 15% to 18% over the next five years.

So I believe that we have delivered on our commitments to you the shareholders of NRG Yield and I commit to continue to try and meet our undertaking to you going forward. So with that I will turn it over to Kirk..

Thank you David. Good morning everyone. Starting with financial summary on slide 5, NRG Yield is reporting second quarter 2014 adjusted EBITDA of 109 million and 38 million cash available for distribution.

These results reflect a full quarter’s impact from the three ROFO assets we acquired from NRG on June 30 and that’s in accordance with the GAAP accounting treatment for the sale of assets under common control.

As detailed on slide 13 of the appendix the portfolio net of the ROFO assets delivered 78 million and 25 million of EBITDA and CAFD respectively ahead of our prior guidance for the second quarter.

Through the first half of the year NRG Yield delivered adjusted EBITDA of 201 million and CAFD of 43 million again including the ROFO impact over the same period. As previously disclosed following the ROFO closing we are reaffirming our 2014 guidance of 410 million of EBITDA and 140 million of CAFD.

Our current guidance also reflects a full year impact from the ROFO asset acquisition but it is prior to the impact of the Alta Wind transaction which we expect to close shortly. At closing we will provide a further update to guidance via press release to reflect the EBITDA and CAFD contribution over the remainder of the year from Alta.

Finally consistent with past practice, we’re also providing guidance on expected third quarter 2014 results with a 120 million in adjusted EBITDA and 74 million in CAFD expected for the quarter which currently excludes any impact from the Alta Wind portfolio.

Turning to highlights of what has been our busiest year yet in executing our plans to deliver robust dividend growth at Yield’s and having now completed our first acquisition of ROFO assets NRG is notified us of its intention to offer a second set of its NRG Yield eligible contracted assets later in the quarter which I will review in greater detail shortly.

Having completed our equity in Green Bond offerings over the last few weeks, we have now more than fully funded the cash needed to the close the Alta Wind transaction.

Pro forma for that transaction which we estimate will require approximately 930 million in cash, we expect NRG Yield to net approximately a 188 million in excess cash from the equity and debt offerings further increasing liquidity and available capital to fund growth.

Finally we’re pleased to announce the 4% increase in our quarterly dividend to $0.365 per share on a quarterly basis or $1.46 per share on an annualized basis representing a 22% cumulative increase in our annualized dividends since our IPO is just one year ago.

As previously announced we plan to reach a $1.50 per share in an annualized basis by the fourth quarter or 25% increase as we remain on track to deliver our 15% to 18% annualized dividend growth over the next five years.

Turning to a more detailed view of pro forma liquidity following the Alta Wind transaction on slide 6 including an estimated 54 million working capital adjustment as well as transaction and integration cost.

The anticipated cash required for Alta is approximately 934 million which will be funded by the full amount of net proceeds from our green bond offering which closed this week with the balance of cash required to be funded by a portion of the net proceeds from our 12 million share equity offering.

The balance of the net proceeds from the equity offering approximately 188 million will supplement our current cash balance and including 420 million in revolver availability which reflects an anticipated $30 million LC posting for Alta which NRG Yield in a very strong liquidity position with over 700 million in total pro forma liquidity.

This enhanced strength provides us significant flexibility to fund future growth including the assets NRG intends to offer us later this quarter.

Now having completed our upsize inaugural unsecured notes offering I would like to take a moment to review on slide 7 our target corporate credit metric in NRG Yield which will discipline our decision making as the sources of future capital for growth. We will target a ratio of corporate debt to corporate EBITDA at NRG Yield of 3.25 times.

The numerator of this ratio will consist of debt at the corporate level specifically Yield operating LLC which currently includes our new 500 million green bond as well as the 345 million of convertible debt. Any draws on our secured credit facility which is currently undrawn would also be included in that numerator.

The denominator of this ratio what we call corporate EBITDA the simply cash available for distribution prior to debt service at the corporate level or the aggregate distribution to Yield LLC from all of the projects. As of June 30, and prior to the green bond issuance this ratio stood at 2.27 times.

Pro forma for Alta Wind as well as the second installment of drop downs from NRG which we target to close by a year-end and fund with sources other than permanent debt at the corporate level. This ratio is expected to be 3.29 times.

The discipline behind this ratio is simple, we will service the barometer of our corporate debt capacity for acquisitions in that the degree to which we’re below the ratio will determine any incremental corporate leverage which will be sized to ensure we maintain compliance with the target.

We target this ratio to strike what we believe is an appropriate balance among optimized returns, managing financial risk and insuring consistent access to the capital market. This ratio also supports our credit ratings of Ba1 and BB+ from Moody’s and S&P respectively.

The quality of these ratio is further ensured by our ongoing discipline in targeting assets for acquisition which are consistent with the NRG Yield overall investment pieces and is reflected in our current portfolio and growth pipeline. Operating assets with proven technology under long term contract with high quality offtakers.

The stability of the denominator of this ratio project distributions is also a function of the underlying project capital structures that are consistent across the portfolio and pipeline. Specifically long term fully amortizing project debt was minimal floating rate exposure achieved via fixed rate swaps.

And finally turning to a brief update on progress and intended timing of future drop downs to NRG Yield on slide 8. NRG has notified us of its intention to offer us a second set of assets from the portfolio of NRG Yield eligible assets it acquired as part of the Edison Mission transaction.

These assets include Walnut Creek, a 500 megawatt natural gas fired asset under a 10 year capacity contract with Southern California Edison, Tapestry, a 200 megawatt portfolio of wind assets under 20-year contracts with various off-takers and the Laredo Ridge, an 81 megawatt wind asset also under a 20 year PPA.

These assets comprising approximately 800 megawatts in total are expected to generate around a 120 million in annual EBITDA and approximately 35 million in annual cash available for distribution, bringing the total CAFD made available to NRG Yield by NRG from drop-downs to 65 million in 2014 which together was approximately 43 million in annual run-rate CAFD from Alta which is net of annual green bond interest expense of approximately 27 million would be additive to our current CAFD run-rate providing a solid base to continue our dividend growth trajectory.

NRG has indicated its expect to offer the remaining ROFO assets and other NRG Yield eligible assets to us beyond 2014 providing us the pipeline to deliver on our revised five year annualized dividend growth target of 15% to 18%.

Importantly this allows us to be disciplined and opportunistic in pursuing third party acquisition as these would be additive to this long term dividend growth target rather than necessary to achieve it. Although we will evaluate the dividend growth impact of these opportunities on a case by case basis.

We would currently expect that the impact of additional acquisitions or drop downs from NRG beyond the current pipeline would more likely increase the duration of this long term target rather than serve to further increase the annualized growth. So with that Eric I think we would just like to open the call to Q&A..

(Operator Instructions). And our first question comes from Paul Zimbardo of UBS. Please go ahead..

On the slide 8 with the ROFO pipeline, just kind of give us some insight into which of the post 2014 asset is more kind of in-line versus longer dated or can’t really answer that? Do you have a preference for drops in solar or winds?.

The only thing I would say is within that portfolio from a sequencing perspective a portion of Agua Caliente, that isn't to say we would plan on delaying dropping on Agua Caliente over the long term but rather I would anticipate we drop down the lion share of Agua Caliente earlier in that five year window and then a small portion of Agua Caliente would be drop down in the back end kind of call that in the 2018 time frame and that’s a really a function of the ITCs and some of the requirements around awarding recapture.

Ivanpah I would say is probably earmarked beyond 2015 and other than that we would sort of size the drop downs between solar and wind on a mix designed to have increased or continue the trajectory in terms of diversification and really size to the levelize the growth in CAFD that we can deliver towards that growth target..

Okay and then just follow-up the first drop down was around 10 times EBITDA for the El Segundo bucket.

Would you say this is a good proxy for the future or not as much due to the mix of technology?.

I think it's not as much of a proxy as a function of the mix of technology as it is more of the duration. I would anticipate that the longer term duration contracts would probably reflect a modestly more robust multiple and individual asset basis but kind of that low double digit multiple overall is a good proxy going forward..

(Operator Instructions). And our next question comes from Paul Ridzon of KeyBanc. Please go ahead..

Real quick question, any more clarity around the timing of closing Alta, any more granularity there?.

The only thing I will say Paul is that we more or less have gone through all of the conditions precedent and third party approval required save Ferc which we are anticipating very shortly. So certainly we’re highly confident in that third quarter anticipation and it would be relatively soon is what I would tell you..

Our next question comes from Andrew Hughes of Bank of America. Please go ahead..

Just a few on the EME assets that are and that’s designated to come on board particularly on the win side.

Just want to get your thoughts around the two assets in particular Tapestry and Laredo Ridge, why those were chosen over some of the wind assets that have a little less time left on their contract life?.

I would say first of all as to the other assets with the shorter contract life. Both of those are contained with broader portfolios of win, they are all project financed on a portfolio basis so when those get dropped down maybe drop down is part of the portfolio that coincides with the project at.

And I would say that all thing being equal those would probably be at the near term as we move forward.

Tapestry and Laredo Ridge as we saw the diversification both geographically in terms of offtakers as well as I think as I had indicated before they are right sized along with Walnut Creek to deliver the right magnitude of CAFD to kind of keep us on that levelized pace of growth to support the dividend..

And is there any consideration also just in terms of right sizing related to sort of the tax efficiency here of the vehicle needing to right size of the wind drop down to offset any of the additional tax liability that might come from Walnut Creek?.

Well overall the totality of the drop down portfolio if you will between the ROFO assets and what NRG is deemed to be beyond that NRG Yield eligible. In totality the self-shielding aspect of those very much mirrors what we started out with kind of that 10 year window or 10 year run-way of tax. So they would represent the same thing.

On a case by case basis for example when we dropped down El Segundo in the first quarter that was disproportionately more of a tax paying portfolio which tend to temporarily pull that run way if you will in.

Also wind obviously is going to extend that to a large degree and get us back to that 10 years and we kind of fluctuate around but ultimately as we drop down assets over time we would expect to maintain very much consistency with that 10 year sort of tax window if you will over the remaining five years with the pipeline for drop down..

Our next question comes from Keith Stanley of Wolfe Research. Please go ahead..

For the drop downs at Walnut Creek in the wind assets that you plan to do before the end of the year, it sounds like you intend to finance this just with the existing cash on hand.

Will cash be enough or do you think you need to issue Class B shares with NRG to fund part of this or how should we think about that?.

Well I will put that in the context of the 280 million in anticipated total cash at NRG Yield by year end. I mean obviously if you just use the 30 million of CAFD we dropped down or 10 million of EBITDA we dropped down in the first quarter this represents a slight increase on the second drop down.

So relative to the 350 million that was the purchase price there, clearly that exceeds the 280 and not invest before taking into account there is a little bit more robust CAFD here.

So I would certainly expect without front running the process that has to take place with the independent directors and we would anticipate the purchase price would certainly exceed the 280 and depending on market conditions at the time, we certainly have the flexibility to take advantage of the capacity under the revolver temporarily to if you Ridge equity but ultimately I think equity will represent the remaining capital necessary to supplement the cash on the balance sheet in near term..

And did that equity take the form of Class B and for Class A units?.

I believe as NRG indicated in the call the anticipation is that they would pay cash, so that would be a Class A share is being issued in that sense..

And one other question, can you just go over I know this is discussed a little bit on the NRG call, just type of assets you’ve to back fill the drop down pipeline and I think you mentioned even potentially Petronova as a type of asset for the Yield.

Can you go just over a sort of the contract structure there and what would be required to drop an asset like that into NRG Yield?.

Let me clarify that because you picked up on something I dropped out, there is sort of like and maybe I was a little bit too far over my skis but first of all I mean clearly the assets that are probably going to refilling the pipeline in the near term or so probably going to be more of the same and Angie asked a question on NRG call about the contracted -- the contract that we have for a 600 megawatt project that we hoped to build at Carlsbad and we have a few projects like that that we hope to get from the development stage into the construction and be part of an organic growth as well as the part third party acquisition.

But beyond that as the reorganization that we announced on the NRG call. I mean certainly ultimately and this hasn’t been discussed yet with the NRG Yield independent directors in any great detail but certainly in the residential solar idea of securitization of residential solar lease packages or distributed solar business to business.

20 year leases or in the case of some business to business they are done as 20 year PPAs with the business offtake or, we very much could see a situation where a couple of years from now we’re bundling those and they are beginning part of the backlog strategy for Yield.

The comment that you specifically allude to when I mentioned Petronova that was more aspirational. Right now Petronova does not have the key element which would allow it to be dropped out and which is 10 plus year offtake agreement.

As carbon capture goes forward, I put it out there because we may develop a world where we can present carbon capture to enhance our overall recovery project with the 10 year oil offtake or something that looks drop-down able. But that is not the project that started construction this summer.

So NRG Yield will adhere to the principles of certainty of cash and avoiding commodity risk and so the Petronova for now is a long put..

And one quick one just on the dividend should we think of the growth rate as what you’re basically going to target for the dividend because it seems like the cash flow could be even much greater than that 15% to 18% growth rate near term? Should we think of the payout ratio as declining into 2015 potentially meaningfully and you kind of just managed that growth rate or how should we think about that?.

I mean clearly over the course of first year as I alluded to in my remarks we’re on track to deliver a 25% year-over-year growth rate in this first year and yes the knock on effect is at least temporarily we would be anticipating being below that kind of long term 80% to 90% payout ratio.

But in the interim that build of cash as much the same it's contributed to that 280 at the end of the year and serves to be a capital base for NRG Yield that fund that growth because the growth pipeline is so visible and tangible and we have a high degree of reliability that despite having in the short term building some case we have very immediate for that on a pretty near term basis as we move forward and over the long term we will evolve into that 80% to 90% long term payout ratio but in the interim you can expect it would move around and as you’ve alluded it maybe be slightly below that in near term..

And there are no further questions at this time..

Thank you operator and thank you all for participating in the call. We look forward to talking to you next quarter. Thank you..

Ladies and gentlemen that concludes today’s conference. Thank you for your attendance. You may now disconnect. Everyone have a great day..