Skip to main content

Clearway Energy Inc

For the period ended Mar 31, 2024. Filed May 9, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 9, 2024

CWEN$34.65-0.1%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended March 31,
(In millions, except per share amounts)20242023
Operating Revenues
Total operating revenues$263$288
Operating Costs and Expenses
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below126108
Depreciation, amortization and accretion154128
General and administrative1110
Transaction and integration costs1—
Total operating costs and expenses292246
Operating (Loss) Income(29)42
Other Income (Expense)
Equity in earnings (losses) of unconsolidated affiliates12(3)
Other income, net168
Loss on debt extinguishment(1)—
Interest expense(57)(99)
Total other expense, net(30)(94)
Loss Before Income Taxes(59)(52)
Income tax benefit(13)(12)
Net Loss(46)(40)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests(44)(40)
Net Loss Attributable to Clearway Energy, Inc.$(2)$—
Loss Per Share Attributable to Clearway Energy, Inc. Class A and Class C Common Stockholders
Weighted average number of Class A common shares outstanding - basic and diluted3535
Weighted average number of Class C common shares outstanding - basic and diluted8282
Loss Per Weighted Average Class A and Class C Common Share - Basic and Diluted$(0.02)$—
Dividends Per Class A Common Share$0.4033$0.3745
Dividends Per Class C Common Share$0.4033$0.3745

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three months ended March 31,
(In millions)20242023
Net Loss$(46)$(40)
Other Comprehensive Loss
Unrealized loss on derivatives and changes in accumulated OCI, net of income tax benefit, of $—, and $1(1)(3)
Other comprehensive loss(1)(3)
Comprehensive Loss(47)(43)
Less: Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests(43)(42)
Comprehensive Loss Attributable to Clearway Energy, Inc.$(4)$(1)

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)March 31, 2024December 31, 2023
ASSETS · (Unaudited)
Current Assets
Cash and cash equivalents$478$535
Restricted cash485516
Accounts receivable — trade184171
Inventory5855
Derivative instruments5441
Note receivable — affiliate178174
Prepayments and other current assets6068
Total current assets1,4971,560
Property, plant and equipment, net9,7469,526
Other Assets
Equity investments in affiliates349360
Intangible assets for power purchase agreements, net2,2592,303
Other intangible assets, net7271
Derivative instruments11182
Right-of-use assets, net615597
Other non-current assets213202
Total other assets3,6193,615
Total Assets$14,862$14,701
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt$565$558
Accounts payable — trade123130
Accounts payable — affiliates2831
Derivative instruments5251
Accrued interest expense4257
Accrued expenses and other current liabilities6479
Total current liabilities874906
Other Liabilities
Long-term debt7,5797,479
Deferred income taxes111127
Derivative instruments309281
Long-term lease liabilities642627
Other non-current liabilities300286
Total other liabilities8,9418,800
Total Liabilities9,8159,706
Redeemable noncontrolling interest in subsidiaries21
Commitments and Contingencies
Stockholders’ Equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued——
Class A, Class B, Class C and Class D common stock, $0.01 par value; 3,000,000,000 shares authorized (Class A 500,000,000, Class B 500,000,000, Class C 1,000,000,000, Class D 1,000,000,000); 202,080,794 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 82,391,441, Class D 42,336,750) at March 31, 2024 and 202,080,794 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 82,391,441, Class D 42,336,750) at December 31, 202311
Additional paid-in capital1,7411,732
Retained earnings311361
Accumulated other comprehensive income57
Noncontrolling interest2,9872,893
Total Stockholders’ Equity5,0454,994
Total Liabilities and Stockholders’ Equity$14,862$14,701

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31,
(In millions)20242023
Cash Flows from Operating Activities
Net Loss$(46)$(40)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in (earnings) losses of unconsolidated affiliates(12)3
Distributions from unconsolidated affiliates96
Depreciation, amortization and accretion154128
Amortization of financing costs and debt discounts43
Amortization of intangibles4647
Loss on debt extinguishment1—
Reduction in carrying amount of right-of-use assets44
Changes in deferred income taxes(10)(11)
Changes in derivative instruments and amortization of accumulated OCI23
Cash used in changes in other working capital:
Changes in prepaid and accrued liabilities for tolling agreements(10)(39)
Changes in other working capital(61)(29)
Net Cash Provided by Operating Activities8175
Cash Flows from Investing Activities
Acquisition of Drop Down Assets, net of cash acquired(111)(7)
Capital expenditures(98)(88)
Return of investment from unconsolidated affiliates49
Other2—
Net Cash Used in Investing Activities(203)(86)
Cash Flows from Financing Activities
Contributions from noncontrolling interests, net of distributions207273
Payments of dividends and distributions(81)(76)
Proceeds from the issuance of long-term debt7442
Payments of debt issuance costs—(7)
Payments for long-term debt(166)(204)
Net Cash Provided by Financing Activities3428
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash(88)17
Cash, Cash Equivalents and Restricted Cash at Beginning of Period1,051996
Cash, Cash Equivalents and Restricted Cash at End of Period$963$1,013

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2024

(In millions)Preferred StockCommon StockAdditionalPaid-InCapitalRetained EarningsAccumulatedOtherComprehensive IncomeNoncontrollingInterestTotalStockholders’Equity
Balances at December 31, 2023$—$1$1,732$361$7$2,893$4,994
Net loss———(2)—(45)(47)
Unrealized (loss) gain on derivatives and changes in accumulated OCI, net of tax————(2)1(1)
Distributions to CEG, net of contributions, cash—————(1)(1)
Contributions from noncontrolling interests, net of distributions, cash—————215215
Transfers of assets under common control——2——(42)(40)
Non-cash adjustments for change in tax basis——6———6
Stock-based compensation——1———1
Common stock dividends and distributions to CEG unit holders———(47)—(34)(81)
Other———(1)——(1)
Balances at March 31, 2024$—$1$1,741$311$5$2,987$5,045
(In millions)Preferred StockCommon StockAdditionalPaid-InCapitalRetained EarningsAccumulatedOtherComprehensive IncomeNoncontrollingInterestTotalStockholders’Equity
Balances at December 31, 2022$—$1$1,761$463$9$1,792$4,026
Net loss—————(43)(43)
Unrealized loss on derivatives and changes in accumulated OCI, net of tax————(1)(2)(3)
Contributions from CEG, net of distributions, cash—————3030
Contributions from noncontrolling interests, net of distributions, cash—————215215
Transfers of assets under common control——(52)——46(6)
Non-cash adjustments for change in tax basis——9———9
Stock based compensation——1———1
Common stock dividends and distributions to CEG unit holders———(44)—(32)(76)
Balances at March 31, 2023$—$1$1,719$419$8$2,006$4,153

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 —Nature of Business

Clearway Energy, Inc., together with its consolidated subsidiaries, or the Company, is a publicly-traded energy infrastructure investor with a focus on investments in clean energy and owner of modern, sustainable and long-term contracted assets across North America. The Company is sponsored by GIP and TotalEnergies through the portfolio company, Clearway Energy Group LLC, or CEG, which is equally owned by GIP and TotalEnergies. GIP is an independent infrastructure fund manager that makes equity and debt investments in infrastructure assets and businesses. TotalEnergies is a global multi-energy company. CEG is a leading developer of renewable energy infrastructure in the U.S.

The Company is one of the largest renewable energy owners in the U.S. with approximately 6,200 net MW of installed wind, solar and battery energy storage system, or BESS, facilities. The Company’s approximately 8,700 net MW of assets also includes approximately 2,500 net MW of environmentally-sound, highly efficient natural gas-fired generation facilities. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide its investors with stable and growing dividend income. The majority of the Company’s revenues are derived from long-term contractual arrangements for the output or capacity from these assets.

The Company consolidates the results of Clearway Energy LLC through its controlling interest, with CEG’s interest shown as noncontrolling interest in the consolidated financial statements. The holders of the Company’s outstanding shares of Class A and Class C common stock are entitled to dividends as declared. CEG receives its distributions from Clearway Energy LLC through its ownership of Clearway Energy LLC Class B and Class D units. From time to time, CEG may also hold shares of the Company’s Class A and/or Class C common stock.

As of March 31, 2024, the Company owned 57.90% of the economic interests of Clearway Energy LLC, with CEG owning 42.10% of the economic interests of Clearway Energy LLC.

The following table represents a summarized structure of the Company as of March 31, 2024:

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the SEC’s regulations for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to the consolidated financial statements included in the Company’s 2023 Form 10-K. Interim results are not necessarily indicative of results for a full year.

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all material adjustments consisting of normal and recurring accruals necessary to present fairly the Company’s consolidated financial position as of March 31, 2024, and results of operations, comprehensive loss and cash flows for the three months ended March 31, 2024 and 2023.

Note 2 —Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amounts of net earnings during the reporting periods. Actual results could be different from these estimates.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less at the time of purchase. Cash and cash equivalents held at subsidiary facilities was $141 million and $125 million as of March 31, 2024 and December 31, 2023, respectively.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:

March 31, 2024December 31, 2023
(In millions)
Cash and cash equivalents$478$535
Restricted cash485516
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows$963$1,051

Restricted cash consists primarily of funds held to satisfy the requirements of certain debt agreements and funds held within the Company’s facilities that are restricted in their use. As of March 31, 2024, these restricted funds were comprised of $173 million designated to fund operating expenses, $187 million designated for current debt service payments and $87 million restricted for reserves including debt service, performance obligations and other reserves as well as capital expenditures. The remaining $38 million is held in distributions reserve accounts.

Supplemental Cash Flow Information

The following table provides a disaggregation of the amounts classified as Acquisition of Drop Down Assets, net of cash acquired, shown in the consolidated statements of cash flows:

Three months ended March 31,
20242023
(In millions)
Cash paid to acquire Drop Down Assets$(112)$(21)
Cash acquired from the acquisition of Drop Down Assets114
Acquisition of Drop Down Assets, net of cash acquired$(111)$(7)

Accumulated Depreciation and Accumulated Amortization

The following table presents the accumulated depreciation included in property, plant and equipment, net, and accumulated amortization included in intangible assets, net:

March 31, 2024December 31, 2023
(In millions)
Property, Plant and Equipment Accumulated Depreciation$3,633$3,485
Intangible Assets Accumulated Amortization1,0551,009

Dividends to Class A and Class C Common Stockholders

The following table lists the dividends paid on the Company's Class A and Class C common stock during the three months ended March 31, 2024:

Dividends per Class A share$0.4033
Dividends per Class C share0.4033

Dividends on the Class A and Class C common stock are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations. The Company expects that, based on current circumstances, comparable cash dividends will continue to be paid in the foreseeable future.

On May 9, 2024, the Company declared quarterly dividends on its Class A and Class C common stock of $0.4102 per share payable on June 17, 2024 to stockholders of record as of June 3, 2024.

Noncontrolling Interests

Clearway Energy LLC Distributions to CEG

The following table lists distributions paid to CEG during the three months ended March 31, 2024 on Clearway Energy LLC’s Class B and D units:

Distributions per Class B Unit$0.4033
Distributions per Class D Unit0.4033

On May 9, 2024, Clearway Energy LLC declared a distribution on its Class B and Class D units of $0.4102 per unit payable on June 17, 2024 to unit holders of record as of June 3, 2024.

Revenue Recognition

Disaggregated Revenues

The following tables represent the Company’s disaggregation of revenue from contracts with customers along with the reportable segment for each category:

Three months ended March 31, 2024
(In millions)Conventional GenerationRenewablesTotal
Energy revenue (a)$22$221$243
Capacity revenue (a)63972
Other revenues21416
Contract amortization(5)(41)(46)
Mark-to-market for economic hedges13(35)(22)
Total operating revenues95168263
Less: Mark-to-market for economic hedges(13)3522
Less: Lease revenue(29)(177)(206)
Less: Contract amortization54146
Total revenue from contracts with customers$58$67$125

(a)The following amounts of energy and capacity revenue relate to leases and are accounted for under ASC 842:

(In millions)Conventional GenerationRenewablesTotal
Energy revenue$1$169$170
Capacity revenue28836
Total$29$177$206
Three months ended March 31, 2023
(In millions)Conventional GenerationRenewablesTotal
Energy revenue (a)$1$198$199
Capacity revenue (a)1005105
Other revenues—1212
Contract amortization(6)(41)(47)
Mark-to-market for economic hedges—1919
Total operating revenues95193288
Less: Mark-to-market for economic hedges—(19)(19)
Less: Lease revenue(101)(156)(257)
Less: Contract amortization64147
Total revenue from contracts with customers$—$59$59

(a)The following amounts of energy and capacity revenue relate to leases and are accounted for under ASC 842:

(In millions)Conventional GenerationRenewablesTotal
Energy revenue$1$152$153
Capacity revenue1004104
Total$101$156$257

Contract Balances

The following table reflects the contract assets and liabilities included on the Company’s consolidated balance sheets:

March 31, 2024December 31, 2023
(In millions)
Accounts receivable, net - Contracts with customers$62$66
Accounts receivable, net - Leases122105
Total accounts receivable, net$184$171

Note 3 —Acquisitions

Cedar Creek Drop Down —On April 16, 2024, the Company, through its indirect subsidiary, Cedar Creek Wind Holdco LLC, acquired Cedar Creek Holdco LLC, a 160 MW wind facility that is located in Bingham County, Idaho, from Clearway Renew for cash consideration of $117 million. Cedar Creek Wind Holdco LLC consolidates as primary beneficiary, Cedar Creek TE Holdco LLC, a tax equity fund that owns the Cedar Creek wind facility. Also on April 16, 2024, a tax equity investor contributed $108 million to acquire the Class A membership interests in Cedar Creek TE Holdco LLC. Cedar Creek has a 25-year PPA with an investment-grade utility that commenced in March 2024. The acquisition was funded with existing sources of liquidity.

Texas Solar Nova 2 Drop Down —On March 15, 2024, the Company, through its indirect subsidiary, TSN1 TE Holdco LLC, acquired Texas Solar Nova 2, LLC, a 200 MW solar facility that is located in Kent County, Texas, from Clearway Renew for cash consideration of $112 million, $17 million of which was funded by the Company with the remaining $95 million funded through a contribution from the cash equity investor in Lighthouse Renewable Holdco 2 LLC, which is a partnership. Lighthouse Renewable Holdco 2 LLC indirectly consolidates as primary beneficiary, TSN1 TE Holdco LLC, a tax equity fund that owns the Texas Solar Nova 1 and Texas Solar Nova 2 solar facilities, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. Texas Solar Nova 2 has an 18-year PPA with an investment-grade counterparty that commenced in March 2024. The Texas Solar Nova 2 operations are reflected in the Company’s Renewables segment and the Company’s portion of the purchase price was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Texas Solar Nova 2 on a prospective basis in its financial statements. The assets and liabilities transferred to the Company relate to interests under common control and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the cash paid of $112 million and the historical cost of the Company’s net assets acquired of $72 million was recorded as an adjustment to CEG’s noncontrolling interest balance. In addition, the Company reflected $9 million of the Company’s purchase price, which was contributed back to the Company by CEG to pay down the acquired long-term debt, in the line item distributions to CEG, net of contributions in the consolidated statements of stockholders’ equity.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of March 15, 2024:

(In millions)Texas Solar Nova 2
Cash$1
Property, plant and equipment280
Right-of-use assets, net21
Derivative assets6
Other current and non-current assets4
Total assets acquired312
Long-term debt (a)194
Long-term lease liabilities19
Other current and non-current liabilities27
Total liabilities assumed240
Net assets acquired$72

(a) Includes an $80 million term loan and a $115 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. See Note 7, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.

Note 4 —Investments Accounted for by the Equity Method and Variable Interest Entities

Entities that are not Consolidated

The Company has interests in entities that are considered VIEs under ASC 810, but for which it is not considered the primary beneficiary. The Company accounts for its interests in these entities and entities in which it has a significant investment under the equity method of accounting, as further described under Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, to the consolidated financial statements included in the Company’s 2023 Form 10-K.

The following table reflects the Company’s equity investments in unconsolidated affiliates as of March 31, 2024:

NameEconomic InterestInvestment Balance (a)
(In millions)
Avenal50%$6
Desert Sunlight25%219
Elkhorn Ridge67%13
GenConn (b)50%76
Rosie Central BESS (b)50%28
San Juan Mesa75%7
$349

(a) The Company’s maximum exposure to loss is limited to its investment balances.

(b) GenConn and Rosie Central BESS are VIEs.

Entities that are Consolidated

As further described under Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, to the consolidated financial statements included in the Company’s 2023 Form 10-K, the Company has a controlling financial interest in certain entities which have been identified as VIEs under ASC 810, Consolidations, or ASC 810. These arrangements are primarily related to tax equity arrangements entered into with third parties in order to monetize certain tax credits associated with wind, solar and BESS facilities. The Company also has a controlling financial interest in certain partnership arrangements with third-party investors, which also have been identified as VIEs. Under the Company’s arrangements that have been identified as VIEs, the third-party investors are allocated earnings, tax attributes and distributable cash in accordance with the respective limited liability company agreements. Many of these arrangements also provide a mechanism to facilitate achievement of the investor’s specified return by providing incremental cash distributions to the investor at a specified date if the specified return has not yet been achieved.

The following is a summary of significant activity during the three months ended March 31, 2024 related to the Company’s consolidated VIEs:

Lighthouse Renewable Holdco 2 LLC

As described in Note 3, Acquisitions, on March 15, 2024, TSN1 TE Holdco LLC, an indirect subsidiary of the Company, acquired Texas Solar Nova 2, LLC. The Company, through Lighthouse Renewable Holdco 2 LLC, a partnership, consolidates TSN1 TE Holdco LLC, a tax equity fund that owns the Texas Solar Nova 1 and Texas Solar Nova 2 solar facilities. The Company recorded the noncontrolling interest of the cash equity investor in Lighthouse Renewable Holdco 2 LLC at historical carrying amount, with the offset to additional-paid in capital. The Class A membership interests in TSN1 TE Holdco LLC are held by a tax equity investor and are reflected as noncontrolling interest on the Company’s consolidated balance sheet.

Daggett Renewable Holdco LLC

Effective January 1, 2024, the Company and the cash equity investor in Daggett Renewable HoldCo LLC and Daggett 2 TargetCo LLC, the indirect owner of the Daggett 2 solar and BESS facility, agreed to transfer Daggett 2 TargetCo LLC to Daggett Renewable Holdco LLC. As the transfer was among entities under common control, the transaction was recognized at historical cost and no gain or loss was recognized.

Summarized financial information for the Company’s consolidated VIEs consisted of the following as of March 31, 2024:

(In millions)Buckthorn Holdings, LLCDGPV Funds (a)Langford TE Partnership LLCDaggett Renewable Holdco LLC (b)Lighthouse Renewable Holdco LLC (c)Lighthouse Renewable Holdco 2 LLC (d)
Other current and non-current assets$3$51$24$226$73$165
Property, plant and equipment1833761131,3894081,343
Intangible assets—1———1
Total assets1864281371,6154811,509
Current and non-current liabilities124970646140565
Total liabilities124970646140565
Noncontrolling interest13566959253712
Net assets less noncontrolling interest$161$374$1$10$88$232

(a) DGPV Funds is comprised of Clearway & EFS Distributed Solar LLC, Golden Puma Fund LLC, Renew Solar CS4 Fund LLC and Chestnut Fund LLC, which are all tax equity funds.

(b) Daggett Renewable Holdco LLC consolidates Daggett TE Holdco LLC and Daggett 2 TE Holdco LLC, which are consolidated VIEs.

(c) Lighthouse Renewable Holdco LLC consolidates Black Rock TE Holdco LLC and Mililani TE Holdco LLC, which are consolidated VIEs.

(d) Lighthouse Renewable Holdco 2 LLC consolidates Mesquite Sky TE Holdco LLC, Mesquite Star Tax Equity Holdco LLC and TSN1 TE Holdco LLC, which are consolidated VIEs.

(In millions)Oahu Solar LLCRattlesnake TE Holdco LLCRosie TargetCo LLCVP-Arica TargetCo LLC (a)Wildorado TE Holdco LLCOther (b)
Other current and non-current assets$37$14$303$101$29$27
Property, plant and equipment1551735281,019184234
Intangible assets———2—15
Total assets1921878311,122213276
Current and non-current liabilities22173978931791
Total liabilities22173978931791
Noncontrolling interest2281180689791
Net assets less noncontrolling interest$148$89$254$161$99$94

(a) VP-Arica TargetCo LLC consolidates VP-Arica TE Holdco LLC, a consolidated VIE that owns the Victory Pass and Arica solar and BESS facilities.

(b) Other is comprised of Elbow Creek TE Holdco LLC, Pinnacle Repowering TE Holdco LLC and the Spring Canyon facilities.

Note 5 —Fair Value of Financial Instruments

Fair Value Accounting under ASC 820

ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

Level 2—inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

Level 3—unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

In accordance with ASC 820, the Company determines the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement.

For cash and cash equivalents, restricted cash, accounts receivable — trade, note receivable — affiliate, accounts payable — trade, accounts payable — affiliates and accrued expenses and other current liabilities, the carrying amounts approximate fair value because of the short-term maturity of those instruments and are classified as Level 1 within the fair value hierarchy.

The carrying amount and estimated fair value of the Company’s recorded financial instrument not carried at fair market value or that does not approximate fair value is as follows:

As of March 31, 2024As of December 31, 2023
Carrying AmountFair ValueCarrying AmountFair Value
(In millions)
Long-term debt, including current portion (a)$8,204$7,631$8,102$7,611

(a) Excludes net debt issuance costs, which are recorded as a reduction to long-term debt on the Company’s consolidated balance sheets.

The fair value of the Company’s publicly-traded long-term debt is based on quoted market prices and is classified as Level 2 within the fair value hierarchy. The fair value of debt securities, non-publicly traded long-term debt and certain notes receivable of the Company are based on expected future cash flows discounted at market interest rates, or current interest rates for similar instruments with equivalent credit quality and are classified as Level 3 within the fair value hierarchy. The following table presents the level within the fair value hierarchy for long-term debt, including current portion:

As of March 31, 2024As of December 31, 2023
Level 2Level 3Level 2Level 3
(In millions)
Long-term debt, including current portion$1,889$5,742$1,939$5,672

Recurring Fair Value Measurements

The Company records its derivative assets and liabilities at fair market value on its consolidated balance sheets. The following table presents assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis and their level within the fair value hierarchy:

As of March 31, 2024 · As of December 31, 2023
Fair Value (a)Fair Value (a)
(In millions)Level 2 (b)Level 3Level 2 (b)Level 3
Derivative assets:
Energy-related commodity contracts (c)$—$8$2$—
Interest rate contracts157—121—
Other financial instruments (d)—14—13
Total assets$157$22$123$13
Derivative liabilities:
Energy-related commodity contracts (e)$—$361$—$330
Interest rate contracts——2—
Total liabilities$—$361$2$330

(a) There were no derivative assets or liabilities classified as Level 1 as of March 31, 2024 and December 31, 2023.

(b) The Company’s interest rate swaps are measured at fair value using an income approach, which uses readily observable inputs, such as forward interest rates (e.g., SOFR) and contractual terms to estimate fair value.

(c) Includes long-term backbone transportation service contracts classified as Level 2 and short-term heat rate call option contracts classified as Level 3.

(d) Includes SREC contract.

(e) As of March 31, 2024 and December 31, 2023, amounts include $361 million and $325 million related to long-term power commodity contracts andzero and $5 million related to short-term heat rate call option contracts, respectively.

The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the consolidated financial statements using significant unobservable inputs:

Three months ended March 31,
20242023
(In millions)Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
Beginning balance$(317)$(336)
Settlements(1)4
Total (losses) gains for the period included in earnings(21)16
Ending balance$(339)$(316)
Change in unrealized losses included in earnings for derivatives and other financial instruments held as of March 31, 2024$(21)

Derivative and Financial Instruments Fair Value Measurements

The Company's contracts are non-exchange-traded and valued using prices provided by external sources. The Company uses quoted observable forward prices to value its energy-related commodity contracts, which includes long-term power commodity contracts and heat rate call option contracts. To the extent that observable forward prices are not available, the quoted prices reflect the average of the forward prices from the prior year, adjusted for inflation. As of March 31, 2024, contracts valued with prices provided by models and other valuation techniques make up 6% of derivative assets and 100% of derivative liabilities and other financial instruments.

The Company’s significant positions classified as Level 3 include physical and financial energy-related commodity contracts executed in illiquid markets. The significant unobservable inputs used in developing fair value include illiquid power tenors and location pricing, which is derived by extrapolating pricing as a basis to liquid locations. The tenor pricing and basis spread are based on observable market data when available or derived from historic prices and forward market prices from similar observable markets when not available.

The following table quantifies the significant unobservable inputs used in developing the fair value of the Company’s Level 3 positions:

March 31, 2024
Fair Value · Input/Range
Assets · Liabilities · Valuation Technique · Significant Unobservable Input · Low · High · Weighted Average
(In millions)
Long-term Power Commodity Contracts$—$361Discounted Cash FlowForward Market Price (per MWh)$19.73$86.87$43.47
Heat Rate Call Option Commodity Contracts8—Option ModelForward Market Price (per MWh)$(28.22)$1,321.77$53.33
Option ModelForward Market Price (per MMBtu)$1.15$14.51$5.52
Other Financial Instruments14—Discounted Cash FlowForecast annual generation levels of certain DG solar facilities60,801 MWh121,602 MWh115,622 MWh

The following table provides the impact on the fair value measurements to increases/(decreases) in significant unobservable inputs as of March 31, 2024:

TypeSignificant Unobservable InputPositionChange In InputImpact on Fair Value Measurement
Energy-Related Commodity ContractsForward Market Price PowerSellIncrease/(Decrease)Lower/(Higher)
Energy-Related Commodity ContractsForward Market Price GasSellIncrease/(Decrease)Higher/(Lower)
Other Financial InstrumentsForecast Generation LevelsSellIncrease/(Decrease)Higher/(Lower)

The fair value of each contract is discounted using a risk-free interest rate. In addition, a credit reserve is applied to reflect credit risk, which is, for interest rate swaps, calculated based on credit default swaps using the bilateral method. For commodities, to the extent that the Net Exposure under a specific master agreement is an asset, the Company uses the counterparty’s default swap rate. If the Net Exposure under a specific master agreement is a liability, the Company uses a proxy of its own default swap rate. For interest rate swaps and commodities, the credit reserve is added to the discounted fair value to reflect the exit price that a market participant would be willing to receive to assume the liabilities or that a market participant would be willing to pay for the assets. As of March 31, 2024, the non-performance reserve was a $12 million gain recorded primarily to total operating revenues in the consolidated statements of operations. It is possible that future market prices could vary from those used in recording assets and liabilities and such variations could be material.

Concentration of Credit Risk

In addition to the credit risk discussion as disclosed under Item 15 — Note 2, Summary of Significant Accounting Policies, to theconsolidated financial statements included in the Company’s 2023 Form 10-K, the following item is a discussion of the concentration of credit risk for the Company’s financial instruments. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. The Company monitors and manages credit risk through credit policies that include: (i) an established credit approval process; (ii) monitoring of counterparties’ credit limits on an as needed basis; (iii) as applicable, the use of credit mitigation measures such as margin, collateral, prepayment arrangements, or volumetric limits; (iv) the use of payment netting agreements; and (v) the use of master netting agreements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. The Company seeks to mitigate counterparty risk by having a diversified portfolio of counterparties.

Counterparty credit exposure includes credit risk exposure under certain long-term agreements, including solar and other PPAs. As external sources or observable market quotes are not available to estimate such exposure, the Company estimates the exposure related to these contracts based on various techniques including, but not limited to, internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. A significant portion of these energy-related commodity contracts are with utilities with strong credit quality and public utility commission or other regulatory support. However, such regulated utility counterparties can be impacted by changes in government regulations or adverse financial conditions, which the Company is unable to predict. Certain subsidiaries of the Company sell the output of their facilities to PG&E, a significant counterparty of the Company, under long-term PPAs, and PG&E’s credit rating is below investment-grade.

Note 6 —Derivative Instruments and Hedging Activities

This footnote should be read in conjunction with the complete description under Item 15 — Note 7, Accounting for Derivative Instruments and Hedging Activities, to theconsolidated financial statements included in the Company’s 2023 Form 10-K.

Interest Rate Swaps

The Company enters into interest rate swap agreements in order to hedge the variability of expected future cash interest payments. As of March 31, 2024, the Company had interest rate derivative instruments on non-recourse debt extending through 2040, a portion of which were designated as cash flow hedges. Under the interest rate swap agreements, the Company pays a fixed rate and the counterparties to the agreements pay a variable interest rate.

Energy-Related Commodity Contracts

As of March 31, 2024, the Company had energy-related derivative instruments extending through 2033. At March 31, 2024, these contracts were not designated as cash flow or fair value hedges.

Volumetric Underlying Derivative Transactions

The following table summarizes the net notional volume buy/(sell) of the Company’s open derivative transactions broken out by commodity:

Total Volume
March 31, 2024 · December 31, 2023
Commodity · Units · (In millions)
PowerMWh(21)(23)
Natural GasMMBtu1617
InterestDollars$1,610$2,467

Fair Value of Derivative Instruments

The following table summarizes the fair value within the derivative instrument valuation on the consolidated balance sheets:

Fair Value
Derivative AssetsDerivative Liabilities
March 31, 2024December 31, 2023March 31, 2024December 31, 2023
(In millions)
Derivatives Designated as Cash Flow Hedges:
Interest rate contracts current$8$7$—$—
Interest rate contracts long-term1712—2
Total Derivatives Designated as Cash Flow Hedges$25$19$—$2
Derivatives Not Designated as Cash Flow Hedges:
Interest rate contracts current$38$33$—$—
Interest rate contracts long-term9469——
Energy-related commodity contracts current815251
Energy-related commodity contracts long-term—1309279
Total Derivatives Not Designated as Cash Flow Hedges$140$104$361$330
Total Derivatives$165$123$361$332

The Company has elected to present derivative assets and liabilities on the balance sheet on a trade-by-trade basis and does not offset amounts at the counterparty level. As of March 31, 2024 and December 31, 2023, the amount of outstanding collateral paid or received was immaterial. The following tables summarize the offsetting of derivatives by counterparty:

Gross Amounts Not Offset in the Statement of Financial Position
As of March 31, 2024Gross Amounts of Recognized Assets/LiabilitiesDerivative InstrumentsNet Amount
Energy-related commodity contracts · (In millions)
Derivative assets$8$—$8
Derivative liabilities(361)—(361)
Total energy-related commodity contracts$(353)$—$(353)
Interest rate contracts
Derivative assets$157$—$157
Total interest rate contracts$157$—$157
Total derivative instruments$(196)$—$(196)
Gross Amounts Not Offset in the Statement of Financial Position
As of December 31, 2023Gross Amounts of Recognized Assets/LiabilitiesDerivative InstrumentsNet Amount
Energy-related commodity contracts · (In millions)
Derivative assets$2$—$2
Derivative liabilities(330)—(330)
Total energy-related commodity contracts$(328)$—$(328)
Interest rate contracts
Derivative assets$121$(2)$119
Derivative liabilities(2)2—
Total interest rate contracts$119$—$119
Total derivative instruments$(209)$—$(209)

Accumulated Other Comprehensive Income

The following table summarizes the effects on the Company’s accumulated OCI balance attributable to interest rate swaps designated as cash flow hedge derivatives, net of tax:

Three months ended March 31,
20242023
(In millions)
Accumulated OCI beginning balance$18$24
Reclassified from accumulated OCI to income due to realization of previously deferred amounts(1)—
Mark-to-market of cash flow hedge accounting contracts—(3)
Accumulated OCI ending balance, net of income tax expense of $2 and $2, respectively1721
Accumulated OCI attributable to noncontrolling interests1213
Accumulated OCI attributable to Clearway Energy, Inc.$5$8
Gains expected to be realized from OCI during the next 12 months, net of income tax expense of $2$4

Amounts reclassified from accumulated OCI into income are recorded to interest expense.

Impact of Derivative Instruments on the Consolidated Statements of Operations

Mark-to-market gains/(losses) related to the Company’s derivatives are recorded in the consolidated statements of operations as follows:

Three months ended March 31,
20242023
(In millions)
Interest Rate Contracts (Interest expense)$23$(21)
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities) (a)(23)18
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities included in Cost of operations) (b)(2)—

(a) Relates to long-term energy related commodity contracts at Elbow Creek, Mesquite Star, Mt. Storm, Langford and Mesquite Sky and short-term heat rate call option energy-related commodity contracts at El Segundo, Marsh Landing and Walnut Creek.

(b) Relates to long-term backbone transportation service energy-related commodity contracts at El Segundo and Walnut Creek.

See Note 5, Fair Value of Financial Instruments, for a discussion regarding concentration of credit risk.

Note 7 —Long-term Debt

This note should be read in conjunction with the complete description under Item 15 — Note 10, Long-term Debt, to the consolidated financial statements included in the Company’s 2023 Form 10-K. The Company’s borrowings, including short-term and long-term portions, consisted of the following:

(In millions, except rates) · March 31, 2024 · December 31, 2023 · March 31, 2024 interest rate % (a) · Letters of Credit Outstanding at March 31, 2024
2028 Senior Notes$850$8504.750
2031 Senior Notes9259253.750
2032 Senior Notes3503503.750
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2028 (b)——S+1.850$228
Non-recourse facility-level debt:
Agua Caliente Solar LLC, due 20376076122.395-3.63314
Alta Wind Asset Management LLC, due 20311111S+2.775—
Alta Wind I-V lease financing arrangements, due 2034 and 20356606605.696-7.01567
Alta Wind Realty Investments LLC, due 203119207.000—
Borrego, due 2024 and 20384848Various4
Broken Bow, due 20314041S+2.1006
Buckthorn Solar, due 2025116116S+2.10020
Carlsbad Energy Holdings LLC, due 20279293S+1.90073
Carlsbad Energy Holdings LLC, due 20384074074.120—
Carlsbad Holdco, LLC, due 20381951954.2105
Cedro Hill, due 2024 and 2029168165S+1.375—
Crofton Bluffs, due 20312627S+2.1003
CVSR, due 20375856012.339-3.775—
CVSR Holdco Notes, due 20371431524.68012
Daggett 2, due 2028156156S+1.76232
Daggett 3, due 2028217217S+1.76244
DG-CS Master Borrower LLC, due 20403783853.51029
Mililani Class B Member Holdco LLC, due 20289292S+1.60018
NIMH Solar, due 2024146148S+2.27512
Oahu Solar Holdings LLC, due 20268081S+1.52510
Rosie Class B LLC, due 2024 and 2029353347S+1.250-1.37526
Texas Solar Nova 1, due 2028 (c)—102S+1.750—
TSN1 Class B Member LLC, due 2029 (c)182—S+1.75088
Utah Solar Holdings, due 20362422423.590155
Viento Funding II, LLC, due 2029171175S+1.47527
Victory Pass and Arica, due 2024819757S+1.125—
Other123124Various73
Subtotal non-recourse facility-level debt6,0765,974
Total debt8,2018,099
Less current maturities(565)(558)
Less net debt issuance costs(60)(65)
Add premiums (d)33
Total long-term debt$7,579$7,479

(a) As of March 31, 2024, S+ equals SOFR plus x%.

(b) Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement.

(c) On March 15, 2024, Texas Solar Nova 1’s financing agreement was amended to merge the facility-level debt of Texas Solar Nova 1 and Texas Solar Nova 2 as a combined term loan under TSN1 Class B Member LLC.

(d) Premiums relate to the 2028 Senior Notes.

The financing arrangements listed above contain certain covenants, including financial covenants that the Company is required to be in compliance with during the term of the respective arrangement. As of March 31, 2024, the Company was in compliance with all of the required covenants.

The discussion below describes material changes to or additions of long-term debt for the three months ended March 31, 2024.

Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility

As of March 31, 2024, the Company hadno outstanding borrowings under the revolving credit facility and $228 million in letters of credit outstanding.

Facility-level Debt

Victory Pass and Arica

On May 1, 2024, when the Victory Pass and Arica solar and BESS facilities reached substantial completion, the Company paid $165 million to Clearway Renew as an additional purchase price, in connection with the Company’s acquisition of the Class A membership interests in VP-Arica TargetCo LLC on October 31, 2023, which was funded with existing sources of liquidity. During the three months ended March 31, 2024, the Company borrowed an additional $62 million in tax equity bridge loans. Also on May 1, 2024, the cash equity investor contributed an additional $347 million, the tax equity investor contributed an additional $410 million and CEG contributed $52 million, which were utilized, along with the $103 million in escrow, to repay the $351 million cash equity bridge loan, to repay the $468 million tax equity bridge loan, to fund $75 million in construction completion reserves and to pay $18 million in associated fees.

Texas Solar Nova 1 and Texas Solar Nova 2

On March 15, 2024, as part of the acquisition of Texas Solar Nova 2, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included an $80 million term loan and a $115 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. At acquisition date, the tax equity investor contributed $130 million, which was utilized, along with $9 million of the Company’s purchase price that was contributed back by CEG, to repay the $115 million tax equity bridge loan, to fund $19 million in construction completion reserves, which is included in restricted cash on the Company’s consolidated balance sheet, and to pay $4 million in associated fees.

Additionally, on March 15, 2024, Texas Solar Nova 1’s financing agreement was amended to merge the Texas Solar Nova 1 and Texas Solar Nova 2 term loans as a combined term loan under TSN1 Class B Member LLC that matures on March 15, 2029.

Note 8 —Loss Per Share

Basic loss per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Shares issued during the year are weighted for the portion of the year that they were outstanding. Diluted loss per share is computed in a manner consistent with that of basic losses per share while giving effect to all potentially dilutive common shares that were outstanding during the period.

The reconciliation of the Company’s basic and diluted loss per share is shown in the following table:

Three months ended March 31,
20242023
(In millions, except per share data) (a)Common Class ACommon Class CCommon Class ACommon Class C
Basic and diluted loss per share attributable to Clearway Energy, Inc. common stockholders
Net loss attributable to Clearway Energy, Inc.$(1)$(1)$—$—
Weighted average number of common shares outstanding — basic and diluted35823582
Loss per weighted average common share — basic and diluted$(0.02)$(0.02)$—$—

(a) Net loss attributable to Clearway Energy, Inc. and basic and diluted loss per share might not recalculate due to presenting amounts in millions rather than whole dollars.

Note 9 —Segment Reporting

The Company’s segment structure reflects how management currently operates and allocates resources. The Company’s businesses are segregated based on conventional power generation and renewable businesses, which consist of solar, wind and battery energy storage system, or BESS, facilities. The Corporate segment reflects the Company’s corporate costs and includes eliminating entries. The Company’s chief operating decision maker, its Chief Executive Officer, evaluates the performance of its segments based on operational measures including adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, and CAFD, as well as net income (loss).

Three months ended March 31, 2024
(In millions)Conventional GenerationRenewablesCorporate (a)Total
Operating revenues$95$168$—$263
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below4285(1)126
Depreciation, amortization and accretion32122—154
General and administrative——1111
Transaction and integration costs——11
Operating income (loss)21(39)(11)(29)
Equity in earnings of unconsolidated affiliates111—12
Other income, net110516
Loss on debt extinguishment—(1)—(1)
Interest expense(7)(25)(25)(57)
Income (loss) before income taxes16(44)(31)(59)
Income tax benefit——(13)(13)
Net Income (Loss)$16$(44)$(18)$(46)
Total Assets$2,049$12,448$365$14,862

(a)Includes eliminations.

Three months ended March 31, 2023
(In millions)Conventional GenerationRenewablesCorporate (a)Total
Operating revenues$95$193$—$288
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below2979—108
Depreciation, amortization and accretion3395—128
General and administrative——1010
Operating income (loss)3319(10)42
Equity in earnings (losses) of unconsolidated affiliates1(4)—(3)
Other income, net1168
Interest expense(11)(64)(24)(99)
Income (loss) before income taxes24(48)(28)(52)
Income tax benefit——(12)(12)
Net Income (Loss)$24$(48)$(16)$(40)

(a)Includes eliminations.

Note 10 —Income Taxes

Effective Tax Rate

The income tax provision consisted of the following amounts:

Three months ended March 31,
20242023
(In millions, except percentages)
Loss before income taxes$(59)$(52)
Income tax benefit(13)(12)
Effective income tax rate22.0%23.1%

For each of the three months ended March 31, 2024 and 2023, the overall effective tax rate was different than the statutory rate of 21% primarily due to the allocation of taxable earnings and losses based on the partners’ interest in Clearway Energy LLC, which includes the effects of applying the HLBV method of accounting for book purposes for certain partnerships.

For tax purposes, Clearway Energy LLC is treated as a partnership; therefore, the Company and CEG each record their respective share of taxable income or loss.

Note 11 — Related Party Transactions

In addition to the transactions and relationships described elsewhere in the notes to the consolidated financial statements, certain subsidiaries of CEG provide services to the Company and its subsidiaries. Amounts due to CEG subsidiaries are recorded as accounts payable — affiliates and amounts due to the Company from CEG subsidiaries are recorded as accounts receivable — affiliates in the Company’s consolidated balance sheets. The disclosures below summarize the Company’s material related party transactions with CEG and its subsidiaries that are included in the Company’s operating costs.

O&M Services Agreements by and between the Company and Clearway Renewable Operation & Maintenance LLC

Various wholly-owned subsidiaries of the Company in the Renewables segment are party to services agreements with Clearway Renewable Operation & Maintenance LLC, or RENOM, a wholly-owned subsidiary of CEG, which provides operation and maintenance, or O&M, services to these subsidiaries. The Company incurred total expenses for these services of $19 million and $17 million for the three months ended March 31, 2024 and 2023, respectively. There was a balance of $10 million and $13 million due to RENOM as of March 31, 2024 and December 31, 2023, respectively.

Administrative Services Agreements by and between the Company and CEG

Various wholly-owned subsidiaries of the Company are parties to services agreements with Clearway Asset Services LLC and Solar Asset Management LLC, two wholly-owned subsidiaries of CEG, which provide various administrative services to the Company's subsidiaries. The Company incurred expenses under these agreements of $6 million and $4 million for the three months ended March 31, 2024, and 2023, respectively. There was a balance of $2 million due to CEG for each of the periods ended March 31, 2024 and December 31, 2023.

CEG Master Services Agreement

The Company is a party to the CEG Master Services Agreement, pursuant to which CEG and certain of its affiliates or third-party service providers provide certain services to the Company, including operational and administrative services, which include human resources, information systems, cybersecurity, external affairs, accounting, procurement and risk management services, and the Company provides certain services to CEG, including accounting, internal audit, tax and treasury services, in exchange for the payment of fees in respect of such services. The Company incurred net expenses under these agreements of $1 million for each of the three months ended March 31, 2024 and 2023.

On April 30, 2024, the CEG Master Services Agreement was amended and restated as a result of a reorganization effected by the Company pursuant to which all of the employees and operations of the Company will transfer to CEG as of January 1, 2025. Under the amended and restated agreement, CEG and certain of its affiliates or third-party service providers will continue to provide the operational and administrative services outlined above, and, effective January 1, 2025, CEG will also provide accounting, internal audit, tax, legal and treasury services, in exchange for payment of fees in respect of such services. Certain independent functions will be directed by the Company’s Governance, Conflicts and Nominating Committee and paid for by the Company, while being administered by CEG.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.