Good day, ladies and gentlemen, and welcome to the NRG Yield Incorporated Third Quarter 2016 Earnings call. At this time all participants are in a listen-only mode. Later we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to introduce your host for today's conference, Mr. Kevin Cole, Head of Investor Relations. Mr. Cole, you may begin.

Thank you, Andrea. Good morning and welcome to NRG Yield's third quarter 2016 earnings call. This morning's call is being broadcast live over the phone and via webcast, which can be found on our website at www.nrgyield.com under presentations and webcasts. As this is an earnings call for NRG Yield, any statements made on this call that may pertain to NRG Energy will be provided from the NRG Yield 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 this date. Actual results may differ materially. We urge everybody to review the Safe Harbor in today's presentation as well as the risk factors in our SEC filings. We undertake no obligation to update these statements as a result of future events except as required by law. In addition, we will refer to both GAAP and non-GAAP financial measures. For information regarding our non-GAAP financial measures and reconciliation to the most directly comparable GAAP measures, please refer to today's press release and presentation. And now, with that, I'll turn the call over to Chris Sotos, NRG Yield's President and Chief Executive Officer.

Thank you, Kevin; and good morning, everyone. Joining me and also providing remarks this morning are Kirk Andrews, NRG Yield's current Chief Financial Officer and Chad Plotkin, NRG Yield's incoming Chief Financial Officer. First of all I would like to express how pleased I am that Chad is joining me as the second employee of NYLD. Over the past few months we have indicated that we may be making changes to enhance governance we're building our dedicated management team and this is another step in that process. Chad and I worked together for many years in a variety of roles and he has been working on NRG Yield related financial matters since January of this year. So I am confident that the transition between him and Kirk will be served. Given Kirk's invaluable work and leadership for NRG Yield since its inception, while he will be leaving as Chief Financial Officer of NYLD, I am pleased he will remain on the board to help NYLD continue to grow. Now turning to Slide 4 with the business update. NRG Yield had a strong third quarter that demonstrates the benefits of a real diversified platform. Today we are announcing third quarter 2016 results of $246 million of adjusted EBITDA and $140 million from the cash available for distribution or CAFD as well as updating full year 2016 adjusted EBITDA and CAFD guidance, both of which now take into account the full year impact of the CVSR transaction. Later in the presentation, Kirk will provide detailed NYLD results as well as the update to 2016 guidance and Chad will review our 2017 guidance and outlook with respect to CAFD. Additionally, I am pleased to say we are increasing our quarterly dividend to $0.25 a share delivering on our targeted year-over-year dividend per share…

Thank you, Chris. Good morning everyone. Before I begin with the financial summary, and this will be my last earnings call as NRG Yield's Chief Financial Officer, I want to say it has been a privilege serving as CFO since NRG Yield's IPO from 2013. And having worked closely with both Chris and Chad over a number of years it gives me great confidence as both the shareholder and a board member of NRG Yield that this company is poised to continue to succeed and grow under an outstanding and dedicated senior management team. That said, and before I pass it to Chad to review 2017 guidance, I'll review quarterly results and 2016 updated guidance on Slide 10. Our third quarter and year-to-date results as well as updated 2016 guidance all now reflect the impact of the acquisition of the remaining 51% stake in CVSR which closed in September and now include network upgrades which I will discuss shortly. As with other dropdowns from NRG, NRG Yield's financial results are adjusted to reflect 100% of CVSR for all periods presented as required for transfer of assets under common control under GAAP. As summarized on the left side of this slide, for the third quarter NRG Yield reported adjusted EBITDA of $346 million and cash available for distribution or CAFD of $140 million. During the quarter NRG Yield's Renewable segment performed strongly as wind conditions were significantly above our expectations with portfolio weighted production up 14% while Thermal segment outperformance further benefited financial results. These positive drivers will partially offset value impact of the two unrelated outages at the Walnut Creek gas facility. In July Walnut Creek's Unit 2 experienced a 12-day outage due to a circuit breaker failure and in August Unit 4 had a 16-day outage due to damage…

Thank you, Kirk and turning to Slide 11, today we are initiating 2017 financial guidance of $865 million for adjusted EBITDA and $255 million for cash available for distribution which is based on our median expectations for renewable energy production and as Chris mentioned does not factor into deployment of the excess cash which I will discuss momentarily. Additionally, we are reaffirming our commitment to growth the dividend 15% year-over-year with a target of $1.15 per share annualized by the fourth quarter of 2017. Moving to the right side of the slide, we provide a high level bridge from our revised 2016 guidance Kirk just addressed to 2017 guidance which now incorporates the full year impact from the recently executed transactions. For adjusted EBITDA, since we guide based on our median expectations, we adjust for the $20 million and strong outperformance across the portfolio experienced year-to-date bringing guidance to $865 million. Moving to cash available for distribution, we also reduced our expectation for 2017 by $12 million resulting from the same year-to-date business outperformance in 2016. Next, after taking into account the $7 million in interest cost incurred in 2016 from the revolving credit facility that Kirk just referenced, we now deduct an additional $11 million to account for the full year annual cash interest impact of roughly $18 million from the August issuance of the $350 million corporate level senior unsecured notes. Now let me address CVSR. Per the prior slide, the pro forma impact of the CVSR acquisition in 2016 on cash available for distribution is $10 million. However, as discussed in the last quarterly call, the net annual impact of the CVSR acquisition commencing in 2017 is $5 million of expected incremental CAFD which takes into account the full year debt service associated with the nonrecourse financing…

Thank you, Chad. To close, I'd like to bring you back to our score card of 2016 priorities. First, we continue to deliver on our financial commitments with strong results and 15% dividend per share growth year-over-year. Second, on the strategic side, we continue to strengthen the relationship with NRG through the dropdown of CVSR, ongoing investments in the business renewables partnership, and projects like UPMC which make the most of NRG and NRG Yield's relative strengths. Third, we demonstrate our financial flexibility through the issuance of $350 million corporate bond and additional thermal financings at a low cost of capital resulting in $215 million of immediately available capital to deploy without the issuance of equity. Fourth, we have continued to enhance our dedicated management structure with the addition of Chad as CFO. Lastly, we also continue to engage potential strategic partners that will complement our relationship with NRG and contribute to NYLD's growth options in the future. I am pleased that we have had constructive dialogues that move beyond preliminary discussions to term sheets so we target having a binding agreement by the end of the first quarter of 2017. Operator, we are ready to open the line for questions.

Thank you. [Operator Instructions] Our first question comes from the line of Michael Lapides with Goldman Sachs. Your line is open.

Hey guys, just a real quick question. Your parent company obviously announced the various SunEdison transactions, just curious about kind of how you guys might be thinking about the dropdown schedule and kind of the additions of that into the role for portfolio pipeline?

Sure, thanks Michael. I think from our perspective those obviously are key growth components going forward I think per Mauricio's comments we'd expect them to be made part of the ROFO pipeline. Obviously there are some assets that are near term available for drops in terms of either late 2016 or 2017 and I think the rest of them would basically be as they are developed. So, I think, to answer your question we've anticipated to have them being made part of the ROFO pipeline and then also that basically those would be dropped in some in 2017 and beyond as well as they are developed.

Got it and one other question on the dividend and dividend growth, do you see potential upside of the dividend growth range that you've given out and if so what would be the drivers?

Frankly the answer is no, I would probably prefer to have a lower payout ratio and then increase the dividend by a little bit especially this - kind of due to that this year outperformance on wins. So the simple answer to your question is I wouldn’t anticipate increasing dividend guidance. I would use the excess cash we had outperformance to basically reinvest in the business and have the former little payout ratio.

Got it, thanks Chris. I much appreciate it.

Thank you. The next question comes from the line of Abe Azar with Deutsche Bank. Your line is open.

Good morning and congratulations Chad. My question is when you think longer term about your dividend growth strategy beyond 2018 how do you think about the growth there and how important are additional strategic avenues or additional strategic partners to that?

Sure, and thanks Abe, I think from my perspective is I want to see where the year-end results roll in. We'll probably give some more guidance on that as per the February call more formally. But I think to answer your question at least in a general sense is that I think additional partners are pretty important to that. I think it's good for any yield frankly to have a broad base of partnerships and which kind of also has more avenues for growth. So I won't say it's just us, I'd say anybody benefits from that. In terms of the need for our – to have those type of relationships it is obviously a lot less given NRG's acquisition of the SunEdison assets than before. Obviously that's a pretty significant pipeline from their and our perspective. So I think that the need for a partner is less than obviously prior to that, but however importantly in any case.

Thank you.

Thank you. Our next question comes from the line of Matt Tucker with KeyBanc Capital. Your line is open.

Hey, good morning gentlemen. This is Grier Buchanan on for Matt.

Good morning.

I just wanted to ask about the SunEdison assets, sorry if I missed this, but do you expect to formally offer those over the next 12 months to NYLD or do you expect those to be off?

Sure, and once again probably a better question for NRG, but I would think it offer those sometime in 2017, but far better question for NRG.

Okay and then was we think about the 2017 guidance a lot of moving parts, but just wanted to get a little color from your end on what we should compare that to on a year-over-year basis? We started this year to $65 million, $12 million CAFD outperformance brings that up a bit to close to $280 million and optically it looks like you're guiding to lower cash flow year-over-year next year, so I just was hoping you could frame that up a little bit for us? Thanks.

Sure, I'll give kind of a general sense and then Chad can kind of fill in any specifics. The easiest way that the common control frankly is accounting and kinds of storage that makes to your point the math a little bit more complex than it needs to be. The real linear way that I think about it is, looking at the $255 million of CAFD guidance we have for 2017 currently, as I stated there is about $215 million of un-deployed capital. That capital came from CVSR, the bond, and the Thermal financing that we talked about. The weighted average interest rate of those three facilities is probably 4, 4 and a quarter somewhere around there plus some debt service of amortization. That probably represents $9 million to $10 million of negative drain in terms of a lag of those assets being deployed. So that $255 million you can kind of find $9 million to $10 million of drag pretty readily just looking at that. Obviously given what we discussed we anticipate deploying that capital in excess of the interest costs that did use that math, but that's the real simple way I would think about it to remove some of the accounting vagaries and outperforms of this year. Chad, anything to add?

Yes, I think the only thing I would add is just in reference to the strong business outperformance. I mean I think we love to say we were that smart to be able to say wind is going to blow, it is exceptionally strong as it did this year, but I think from a matter of practice as I mentioned in my comments we are going to guide on our median expectations knowing that there is going to be deviations with respect to how renewable energy gets produced. And so from that perspective we're happy to have the outperformance this year and it helps bring in additional funds that we can invest into the business.

I appreciate the color guys and Chad, by the way congratulations on your promotion. I noticed on the financings that there are a few bullet payments or at least one of them entails a bullet payment. So this is a little bit of a longer-term question, just want to get a sense of how you think about repayment, would it be, would you anticipate that you'd escrow money or just refinance to repay the bullet amount? Thanks.

Sure. My view is that basically it will refinance. Once again that's why I mentioned as part of my prepared comments that it represents less than one times debt to EBITDA in that year. So I think from our perspective we would intend to refinance them. I think it there is pretty low financial risk there. I think is the Thermal platform is different than an individual asset that has a defined PPA. That represents a variety of assets some in Pittsburgh, some in Arizona et cetera. So it's a little bit more of a company that has refinancing risk along that realm versus a project with a defined PPA.

Got it. Okay, thanks gentlemen. I'll jump back in the queue.

Thank you. Our next question comes from the line of Antoine Armand with UBS. Your line is open.

Hey good morning and congrats on the strong quarter.

Thank you.

So I just want to, I was just curious to hear if you guys were seeing any repowering opportunities with [Identity]?

With who? I beg your pardon?

If you guys were seeing any repowering opportunities?

Yes. Not really significant within our portfolio, most of our wind assets are pretty long dated PPA so I wouldn’t want to necessarily take the machines off line which would obviously be a little bit dilutive to CAFD in the near term to kind of engage in that repowering. So I think, yes we have a pretty long duration wherever PPA profile so as assets so in general we don’t see a lot of opportunity there. We'd rather just keep them up and running and generate that CAFD in the current period.

Got it. Okay, thank you very much.

Thank you. Our next question comes from the line of Colin Rusch with Oppenheimer. Your line is open.

Thanks so much. I just have a couple quick housekeeping questions. Can you just remind us what the minimum cash is required on the balance sheet for the existing debt portfolio? And then what do you think the minimum is required to maintain your credit rating where it is at right now?

Sure, the minimum cash balance we typically use about $10 million to $20 million to kind of and once again with our completely undrawn revolver, obviously we have that behind it, so that's an important distinction as well, but about $10 million or $20 million. In terms of what cash balance is needed to maintain our credit ratings, the credit rate agencies don’t really focus on our cash balance and working through that I think they probably do take some comfort that our revolver is undrawn versus drawn. But other than that the rating agencies at least have tended not to focus on our cash balance as part of their analysis.

And then just one other one, on the underwriting criteria for the wind portfolio, are you kind of averaging that around P50 or P70 and then how should we expect to think about upside on a go-forward basis for those assets?

Sure, and once again I'll try to give a general review and then Chad can give some more details. Really in this year we outperformed the P50 case. So from our perspective given the - really in the third quarter if you recall in the first quarter we outperformed, second quarter we underperformed, third quarter we outperformed substantially. And so based on what's occurred in 2016 is that you have I think not mathematically precise here but greater than a P50 case. So what we're doing in our guidance for 2017 is frankly recalibrating it to the P50 case because obviously we don’t anticipate that to happen each and every year.

Okay, perfect, thank you guys.

Thank you. Our next question comes from the line of Praful Mehta with Citigroup. Your line is open.

Thank you and congratulations Chad.

Thank you.

So first question on the growth side, clearly you need access to equity at some point in the market, you are bridging to that at this point. How do you look at the access to the equity markets, at what point do you see that market open up? And secondly, from a strategic investor perspective do you see private capital as a way to partner to fund the growth if you don’t get access the public equity market?

Sure, first I'll try to answer your second question first then a way is I think as long as there is good investments the availability of private capital will be there. So I definitely see that as an alternative if the equity markets kind of don’t come back as a means for us to grow. To your first question sort of how we look at equity, I think I have described on other calls, really I involve he equity price as obviously an important determinant. What's also important is what we're investing and I think what you've seen is NYLD be able to find pockets of investment that obviously are well in excess of the cap to yield of NYLD stock. And so I think from our perspective there are acquisitions out there or drops from NRG that can work given our stock price. The accretion would not be as high if our stock price was higher, but I think in terms of opportunities or how we look at equity we think that our cap to yield which is probably around 9 to 9.4 depending on how you choose that to calculate it, is higher than we'd like it to be obviously, but still constructive in term of looking at dropdowns. Chad, anything to add?

No, I think you covered it Chris. You know, I think obviously with where given some of the vol we've seen in the stock it does create a little bit, right now it is a little bit more challenging, but the one thing I'd say is also coming back to the ATM over time that is an area where we clearly don’t need to use it now, but the flexibility of the product gives us a little bit more opportunity to think about it when we have opportunities when the stock looks more favorable and we can match that with the use of proceeds where we can drive accretion.

Got you, thank you. And then secondly, holding company leverage, is there a certain level of holding company debt versus project debt that you guys are thinking about going forward as a sustainable level?

As indicated on previous calls Praful, we've kind of looked much more at a targeted ratings. Obviously you know as well as I that having a certain debt to EBITDA ratio in a 5% interest rate environment is different than an 8% or 10% interest rate environment. So from our perspective we really try to work with rating agencies to look at not only a debt to EBITDA count but also what's our weighted average CAFD profile, what's our NOL profile a wide variety of factors and basically they have us rated at BB, BA2 which is kind of our targeted in the BB rating and those…

Got you, thank you, guys.

Certainly.

Thank you. Our next question comes from the line of Matt Wyatt with Avondale Partners. Your line is open.

Good morning guys and thanks for the question.

Good morning.

Did you just talk about the role of Thermal assets in the portfolio over time and kind of how do you think about the benefits that those bring versus the renewable assets?

Sure, I think right now they are relatively a small part of the overall CAFD profile, but I think they represent a little bit of a differencing factor versus if we only had the ability to reinvest in renewables. So, thermal assets are really based much more upon the cities in which they operate. It is really a city kind of existence, works well. There's significant friction costs for new entrants to enter into creating chilled water and steam basically for those buildings in that city and so for us what you can see or transaction indicates is our ability to kind of leverage our existing infrastructure in Pittsburgh to kind of basically grow into a pretty significant additional part of the portfolio. How that intersects with the renewables? I don’t think it – yes, one necessarily harms the other. I think in fact it is quite complementary, typically a thermal asset will produce some taxable income where renewable assets obviously basically have a lot of tax deductions as part of their math. So from our perspective they are complementary on the tax side in a way.

Excellent, thanks for the question guys and great quarter.

Thank you.

Thank you. I'm not showing any further questions in queue at this time. I would now like to turn the call back over to Chris Sotos for any closing remarks.

Thank you, Andrea. So once again, thanks everybody for attending the third quarter 2016 NYLD call and I look forward to talking in February. I appreciate your time.

Ladies and gentlemen, thank you for participating in today's conference. This concludes the program and you may now disconnect. Everyone have a great day.