Skip to main content

Clearway Energy, Inc.

For the period ended Jun 30, 2025. Filed Aug 6, 2025.

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.

Jun 30, 2025 · Filed Aug 6, 2025

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 June 30,Six months ended June 30,
(In millions, except per share amounts)2025202420252024
Operating Revenues
Total operating revenues$392$366$690$629
Operating Costs and Expenses
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below131117253243
Depreciation, amortization and accretion163153326307
General and administrative1192120
Transaction and integration costs2354
Total operating costs and expenses307282605574
Operating Income85848555
Other Income (Expense)
Equity in earnings of unconsolidated affiliates781220
Other income, net8121528
Loss on debt extinguishment—(2)—(3)
Interest expense(83)(88)(199)(145)
Total other expense, net(68)(70)(172)(100)
Income (Loss) Before Income Taxes1714(87)(45)
Income tax expense (benefit)5105(3)
Net Income (Loss)124(92)(42)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests(21)(47)(129)(91)
Net Income Attributable to Clearway Energy, Inc.$33$51$37$49
Earnings 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 diluted35353535
Weighted average number of Class C common shares outstanding - basic and diluted83828382
Earnings Per Weighted Average Class A and Class C Common Share - Basic and Diluted$0.28$0.43$0.31$0.41
Dividends Per Class A Common Share$0.4384$0.4102$0.8696$0.8135
Dividends Per Class C Common Share$0.4384$0.4102$0.8696$0.8135

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended June 30,Six months ended June 30,
(In millions)2025202420252024
Net Income (Loss)$12$4$(92)$(42)
Other Comprehensive (Loss) Income
Unrealized (loss) gain on derivatives and changes in accumulated OCI, net of income tax benefit of $(4), $—, $(5) and $—(13)1(18)—
Other comprehensive (loss) income(13)1(18)—
Comprehensive (Loss) Income(1)5(110)(42)
Less: Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests(30)(46)(141)(89)
Comprehensive Income Attributable to Clearway Energy, Inc.$29$51$31$47

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)June 30, 2025December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents$260$332
Restricted cash526401
Accounts receivable — trade232164
Accounts receivable — affiliates1—
Inventory7064
Derivative instruments2539
Prepayments and other current assets7367
Total current assets1,1871,067
Property, plant and equipment, net11,3859,944
Other Assets
Equity investments in affiliates297309
Intangible assets for power purchase agreements, net2,2152,125
Other intangible assets, net6568
Derivative instruments109136
Right-of-use assets, net606547
Other non-current assets169133
Total other assets3,4613,318
Total Assets$16,033$14,329
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt$460$430
Accounts payable — trade15982
Accounts payable — affiliates4131
Derivative instruments6256
Accrued interest expense5253
Accrued expenses and other current liabilities6066
Total current liabilities834718
Other Liabilities
Long-term debt8,2516,750
Deferred income taxes4289
Derivative instruments324315
Long-term lease liabilities635569
Other non-current liabilities367324
Total other liabilities9,6198,047
Total Liabilities10,4538,765
Redeemable noncontrolling interest in subsidiaries38—
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); 202,185,894 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 83,257,149, Class D 41,576,142) at June 30, 2025 and 202,147,579 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 82,833,226, Class D 41,961,750) at December 31, 202411
Additional paid-in capital1,6701,805
Retained earnings188254
Accumulated other comprehensive (loss) income(10)3
Noncontrolling interest3,6933,501
Total Stockholders’ Equity5,5425,564
Total Liabilities and Stockholders’ Equity$16,033$14,329

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended June 30,
(In millions)20252024
Cash Flows from Operating Activities
Net Loss$(92)$(42)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates(12)(20)
Distributions from unconsolidated affiliates1315
Depreciation, amortization and accretion326307
Amortization of financing costs and debt discounts77
Amortization of intangibles8891
Loss on debt extinguishment—3
Reduction in carrying amount of right-of-use assets88
Changes in deferred income taxes2(1)
Changes in derivative instruments and amortization of accumulated OCI2249
Changes in other working capital(76)(140)
Net Cash Provided by Operating Activities286277
Cash Flows from Investing Activities
Acquisitions(211)—
Acquisition of Drop Down Assets, net of cash acquired(77)(671)
Capital expenditures(132)(202)
Return of investment from unconsolidated affiliates1035
Decrease in note receivable - affiliate—184
Other127
Net Cash Used in Investing Activities(398)(647)
Cash Flows from Financing Activities
Contributions from noncontrolling interests, net of distributions3801,399
Payments of dividends and distributions(176)(164)
Pro-rata distributions to CEG(7)—
Proceeds from the revolving credit facility112—
Proceeds from the issuance of long-term debt362236
Payments of debt issuance costs(7)(4)
Payments for long-term debt(498)(1,577)
Other(1)(1)
Net Cash Provided by (Used in) Financing Activities165(111)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash53(481)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period7331,051
Cash, Cash Equivalents and Restricted Cash at End of Period$786$570

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2025

(In millions)Preferred StockCommon StockAdditionalPaid-InCapitalRetained EarningsAccumulatedOtherComprehensive Income (Loss)NoncontrollingInterestTotalStockholders’Equity
Balances at December 31, 2024$—$1$1,805$254$3$3,501$5,564
Net income (loss)———4—(108)(104)
Unrealized loss on derivatives and changes in accumulated OCI, net of tax————(2)(3)(5)
Distributions to CEG, net of contributions, cash—————(2)(2)
Contributions from noncontrolling interests, net of distributions, cash—————5151
Distributions to noncontrolling interests, non-cash—————(4)(4)
Transfers of assets under common control——(89)—(1)79(11)
Non-cash adjustments for change in tax basis——18———18
Stock-based compensation——1———1
Common stock dividends and distributions to CEG unit holders———(51)—(36)(87)
Other—————(1)(1)
Balances at March 31, 2025—11,735207—3,4775,420
Net income (loss)———33—(8)25
Unrealized loss on derivatives and changes in accumulated OCI, net of tax————(4)(9)(13)
Contributions from CEG, net of distributions, cash—————4646
Contributions from noncontrolling interests, net of distributions, cash—————238238
Pro-rata distributions to CEG, cash—————(7)(7)
Transfers of assets under common control——(93)—(6)(8)(107)
Non-cash adjustments for change in tax basis——27———27
Stock-based compensation——1———1
Common stock dividends and distributions to CEG unit holders———(51)—(38)(89)
Other———(1)—21
Balances at June 30, 2025$—$1$1,670$188$(10)$3,693$5,542

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2024

(In millions)Preferred StockCommon StockAdditionalPaid-InCapitalRetained EarningsAccumulatedOtherComprehensive IncomeNoncontrollingInterestTotalStockholders’Equity
Balances at December 31, 2023$—$1$1,732$361$7$2,893$4,994
Net loss———(2)—(45)(47)
Unrealized (loss) gain on derivatives and changes in accumulated OCI, net of tax————(2)1(1)
Distributions to CEG, net of contributions, cash—————(1)(1)
Contributions from noncontrolling interests, net of distributions, cash—————215215
Transfers of assets under common control——2——(42)(40)
Non-cash adjustments for change in tax basis——6———6
Stock based compensation——1———1
Common stock dividends and distributions to CEG unit holders———(47)—(34)(81)
Other———(1)——(1)
Balances at March 31, 2024—11,74131152,9875,045
Net income (loss)———51—(51)—
Unrealized gain on derivatives and changes in accumulated OCI, net of tax—————11
Contributions from CEG, net of distributions, cash—————222222
Contributions from noncontrolling interest, net of distributions, cash—————988988
Distributions to noncontrolling interests, net of contributions, non-cash—————(1)(1)
Transfers of assets under common control——5——(549)(544)
Non-cash adjustment for change in tax basis——85———85
Stock based compensation——(1)———(1)
Common stock dividends and distributions to CEG unit holders———(48)—(35)(83)
Other—————(1)(1)
Balances at June 30, 2024$—$1$1,830$314$5$3,561$5,711

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 Clearway Energy Group LLC, or CEG, which is equally owned by GIP and TotalEnergies.

The Company is one of the largest owners of clean energy generation assets in the U.S. The Company’s portfolio comprises approximately 12 GW of gross capacity in 27 states, including approximately 9.2 GW of wind, solar and battery energy storage systems, or BESS, and approximately 2.8 GW of dispatchable combustion-based power generation assets included in the Flexible Generation segment that provide critical grid reliability services. 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 June 30, 2025, the Company owned 58.30% of the economic interests of Clearway Energy LLC, with CEG owning 41.70% of the economic interests of Clearway Energy LLC.

The following table represents a summarized structure of the Company as of June 30, 2025:

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 2024 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 for a fair statement of the Company’s consolidated financial position as of June 30, 2025, and results of operations, comprehensive income and cash flows for the three and six months ended June 30, 2025 and 2024.

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 $214 million and $194 million as of June 30, 2025 and December 31, 2024, 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:

June 30, 2025December 31, 2024
(In millions)
Cash and cash equivalents$260$332
Restricted cash526401
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows$786$733

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 June 30, 2025, these restricted funds were comprised of $112 million designated to fund operating expenses, $176 million designated for current debt service payments and $83 million restricted for reserves including debt service, performance obligations and other reserves as well as capital expenditures. The remaining $155 million is held in distributions reserve accounts.

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:

June 30, 2025December 31, 2024
(In millions)
Property, Plant and Equipment Accumulated Depreciation$4,398$4,086
Intangible Assets Accumulated Amortization1,2831,194

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 six months ended June 30, 2025:

Second Quarter 2025First Quarter 2025
Dividends per Class A share$0.4384$0.4312
Dividends per Class C share0.43840.4312

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 August 4, 2025, the Company declared quarterly dividends on its Class A and Class C common stock of $0.4456 per share payable on September 16, 2025 to stockholders of record as of September 2, 2025.

Noncontrolling Interests

Clearway Energy LLC Distributions to CEG

The following table lists distributions paid to CEG during the six months ended June 30, 2025 on Clearway Energy LLC’s Class B and D units:

Second Quarter 2025First Quarter 2025
Distributions per Class B Unit$0.4384$0.4312
Distributions per Class D Unit0.43840.4312

In addition to the quarterly distributions paid to CEG, on June 10, 2025, Clearway Energy LLC distributed an additional $7 million to CEG, which represents CEG’s pro-rata share of distributions related to the Company’s $9 million contribution through Pine Forest TE Class A Owner LLC, or Pine Forest TE Class A, an indirect subsidiary of the Company, to acquire the Class A membership interests in Pine Forest TE HoldCo LLC, as further described in Note 3, Acquisitions.

On August 4, 2025, Clearway Energy LLC declared a distribution on its Class B and Class D units of $0.4456 per unit payable on September 16, 2025 to unit holders of record as of September 2, 2025.

Redeemable Noncontrolling Interests

To the extent that a third party has the right to redeem their interests for cash or other assets, the Company has included the noncontrolling interest attributable to the third party as a component of temporary equity in the mezzanine section of the consolidated balance sheet. The following table reflects the changes in the Company’s redeemable noncontrolling interest balance:

(In millions)
Balance at December 31, 2024$—
Cash contributions from redeemable noncontrolling interests54
Non-cash distributions to redeemable noncontrolling interests(3)
Comprehensive loss attributable to redeemable noncontrolling interests(13)
Balance at June 30, 2025$38

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 June 30, 2025
(In millions)Flexible GenerationRenewables & StorageTotal
Energy revenue (a)$5$333$338
Capacity revenue (a)682290
Other revenues12122
Contract amortization(4)(41)(45)
Mark-to-market for economic hedges(20)7(13)
Total operating revenues50342392
Less: Contract amortization44145
Less: Mark-to-market for economic hedges20(7)13
Less: Lease revenue(29)(244)(273)
Total revenue from contracts with customers$45$132$177
(In millions)Flexible GenerationRenewables & StorageTotal
Energy revenue$—$232$232
Capacity revenue291241
Total$29$244$273
Three months ended June 30, 2024
(In millions)Flexible GenerationRenewables & StorageTotal
Energy revenue (a)$10$334$344
Capacity revenue (a)671380
Other revenues12930
Contract amortization(4)(42)(46)
Mark-to-market for economic hedges(5)(37)(42)
Total operating revenues69297366
Less: Contract amortization44246
Less: Mark-to-market for economic hedges53742
Less: Lease revenue(28)(267)(295)
Total revenue from contracts with customers$50$109$159
(In millions)Flexible GenerationRenewables & StorageTotal
Energy revenue$—$258$258
Capacity revenue28937
Total$28$267$295
Six months ended June 30, 2025
(In millions)Flexible GenerationRenewables & StorageTotal
Energy revenue (a)$11$575$586
Capacity revenue (a)13243175
Other revenues24042
Contract amortization(9)(80)(89)
Mark-to-market for economic hedges(18)(6)(24)
Total operating revenues118572690
Less: Contract amortization98089
Less: Mark-to-market for economic hedges18624
Less: Lease revenue(58)(425)(483)
Total revenue from contracts with customers$87$233$320
(In millions)Flexible GenerationRenewables & StorageTotal
Energy revenue$1$400$401
Capacity revenue572582
Total$58$425$483
Six months ended June 30, 2024
(In millions)Flexible GenerationRenewables & StorageTotal
Energy revenue (a)$32$555$587
Capacity revenue (a)13022152
Other revenues34346
Contract amortization(9)(83)(92)
Mark-to-market for economic hedges8(72)(64)
Total operating revenues164465629
Less: Contract amortization98392
Less: Mark-to-market for economic hedges(8)7264
Less: Lease revenue(57)(444)(501)
Total revenue from contracts with customers$108$176$284
(In millions)Flexible GenerationRenewables & StorageTotal
Energy revenue$1$427$428
Capacity revenue561773
Total$57$444$501

Contract Balances

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

June 30, 2025December 31, 2024
(In millions)
Accounts receivable, net - Contracts with customers$103$75
Accounts receivable, net - Leases12989
Total accounts receivable, net$232$164

Note 3 —Acquisitions

Catalina Solar Acquisition — On July 16, 2025, the Company, through its indirect subsidiary, Catalina Solar Investment LLC, acquired Catalina Solar Lessee Holdco LLC, which leases and operates Catalina, a 109 MW solar facility located in Kern County, California, from a third-party for approximately $127 million. Catalina reached commercial operations in 2013 and has a PPA with an investment-grade utility through 2038. The acquisition was funded with existing sources of liquidity. The Company estimates that its net capital investment in Catalina will be $125 million after factoring in cash acquired and estimated transaction expenses.

Pine Forest Drop Down— On June 10, 2025, the Company, through its indirect subsidiary, Pine Forest CE Class A Owner LLC, acquired the Class A membership interests in Pine Forest CE TargetCo LLC, or Pine Forest TargetCo, a partnership and the indirect owner of Pine Forest, a 300 MW solar facility that is paired with a 200 MW BESS facility, which are both currently under construction in Hopkins County, Texas, from Clearway Renew for initial cash consideration of $18 million. Simultaneously, a third-party cash equity investor acquired the Class B membership interests in Pine Forest TargetCo from Clearway Renew for initial cash consideration of $36 million. Pine Forest TargetCo consolidates as primary beneficiary, Pine Forest TE HoldCo LLC, a tax equity fund that directly owns the Pine Forest solar and BESS facility, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. Also on June 10, 2025, the Company, through its indirect subsidiary, Pine Forest TE Class A, contributed $9 million to acquire the Class A membership interests in Pine Forest TE HoldCo LLC. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $72 million to Clearway Renew for its Class A membership interests in Pine Forest TargetCo and will contribute an additional $37 million for its Class A membership interests in Pine Forest TE HoldCo LLC. In addition, the third-party cash equity investor in Pine Forest TargetCo is expected to contribute an additional $144 million.

Pine Forest has PPAs for the solar facility with investment-grade counterparties and a 20-year weighted average contract duration that will commence when the underlying operating assets reach commercial operations, which is expected to occur in the second half of 2025. Pine Forest is reflected in the Company’s Renewables & Storage segment and the acquisition was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Pine Forest 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 sum of the initial cash consideration of $18 million and the historical cost of the Company’s net liabilities assumed of$9 million was recorded as an adjustment to CEG’s noncontrolling interest balance. In addition, the Company reflected the entire $18 million of the Company’s initial purchase price, which was contributed back to the Company by CEG to pay down the acquired long-term debt, in the line item contributions from CEG, net of distributions in the consolidated statements of stockholders’ equity. The Company estimates that its total capital investment in Pine Forest TargetCo will be $136 million, excluding the impact of any closing adjustments noted in the purchase agreement.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of June 10, 2025:

(In millions)Pine Forest
Restricted cash$1
Property, plant and equipment (a)560
Right-of-use assets, net17
Derivative assets6
Total assets acquired584
Long-term debt (b)515
Long-term lease liabilities18
Derivative liabilities1
Other current and non-current liabilities54
Total liabilities assumed588
Other comprehensive income5
Net liabilities assumed$(9)

(a) Includes Construction in progress of $550 million.

(b) Includes a $103 million construction loan, a $102 million cash equity bridge loan, a $41 million tax equity bridge loan and a $275 million tax credit transfer bridge loan, offset by $6 million in unamortized debt issuance costs. See Note 7, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.

Tuolumne Wind Acquisition — On April 29, 2025, the Company, through its indirect subsidiary, Washington Wind LLC, acquired Tuolumne, a 137 MW wind facility located in Klickitat County, Washington, from an investment-grade regulated entity for approximately $210 million, which excludes $1 million in transaction expenses incurred in connection with the acquisition during thesix months ended June 30, 2025. Tuolumne reached commercial operations in 2009. In connection with the acquisition, the Company entered into a 15-year PPA with an investment-grade regulated entity that commenced in April 2025. Tuolumne is reflected in the Company’s Renewables & Storage segment and the acquisition was funded with borrowings under the new financing agreement that was entered into in connection with the acquisition, as further described in Note 7, Long-term Debt, as well as existing sources of liquidity. After factoring in transaction expenses and the new financing, the Company’s net capital investment in Tuolumne was $59 million. The acquisition was determined to be an asset acquisition and the purchase price, including transaction expenses, was allocated to the fair value of the assets acquired and liabilities assumed on the acquisition date as follows:

(In millions)Tuolumne
Property, plant and equipment$37
Intangible asset for power purchase agreement176
Right-of-use assets5
Other current and non-current assets1
Total assets acquired219
Long-term lease liabilities4
Other current and non-current liabilities4
Total liabilities assumed8
Net assets acquired$211

Fair value measurements

The fair value of property, plant and equipment for the Company’s third-party acquisition of Tuolumne was determined primarily based on an income method using discounted cash flows and validated using a cost approach based on the replacement cost of the assets less economic depreciation. This methodology was utilized as the forecasted cash flows incorporate specific attributes including age, useful life, equipment condition and technology. The fair value of intangible asset for power purchase agreement was determined utilizing a variation of the income approach determined by discounting incremental cash flows associated with the contract to present value. Primary assumptions utilized included estimates of generation, contractual prices, operating expenses and the weighted average cost of capital reflective of a market participant. These assumptions are considered to be a Level 3 measurement as defined in ASC 820, as they utilize inputs that are not observable in the market.

Luna Valley Drop Down — On April 29, 2025, the Company, through its indirect subsidiary, LV-Daggett Parent Holdco LLC, acquired Luna Valley Class B Member LLC, or Luna Valley Class B, the indirect owner of Luna Valley, a 200 MW solar facility that is currently under construction in Fresno County, California, from Clearway Renew for initial cash consideration of $18 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $72 million to Clearway Renew. Luna Valley Class B consolidates as primary beneficiary, Luna Valley TE Holdco LLC, a tax equity fund that owns the Luna Valley solar facility, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. Luna Valley has PPAs with investment-grade counterparties that have a 17-year weighted average contract duration that commence when the underlying operating assets reach commercial operations, which is expected to occur in the second half of 2025. Luna Valley is reflected in the Company’s Renewables & Storage segment and the acquisition was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Luna Valley 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 sum of the initial cash consideration of$18 million and the historical cost of the Company’s net liabilities assumed of$7 million was recorded as an adjustment to CEG’s noncontrolling interest balance. In addition, the Company reflected the entire$18 million of the Company’s initial purchase price, which was contributed back to the Company by CEG to pay down the acquired long-term debt, in the line item contributions from CEG, net of distributions in the consolidated statements of stockholders’ equity. The Company estimates that its total capital investment in Luna Valley Class B will be $90 million, excluding the impact of any closing adjustments noted in the purchase agreement.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of April 29, 2025:

(In millions)Luna Valley
Restricted cash$8
Property, plant and equipment (a)346
Right-of-use assets, net16
Other current and non-current assets22
Total assets acquired392
Long-term debt (b)348
Long-term lease liabilities18
Derivative liabilities8
Other current and non-current liabilities33
Total liabilities assumed407
Other comprehensive loss(8)
Net liabilities assumed$(7)

(a) Includes Construction in progress of $338 million.

(b) Includes a $144 million construction loan, a $64 million cash equity bridge loan and a $144 million tax equity bridge loan, offset by $4 million in unamortized debt issuance costs. See Note 7, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.

Daggett 1 Drop Down — On April 29, 2025, the Company, through its indirect subsidiary, LV-Daggett Parent Holdco LLC, acquired Daggett 1 Class B Member LLC, or Daggett 1 Class B, the indirect owner of Daggett 1, a 114 MW BESS facility that is currently under construction in San Bernardino County, California, from Clearway Renew for initial cash consideration of $11 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $42 million to Clearway Renew. Daggett 1 Class B consolidates as primary beneficiary, Daggett 1 TE Holdco LLC, a tax equity fund that owns the Daggett 1 BESS facility, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. Daggett 1 has a PPA for capacity with an investment-grade counterparty for a contract duration of 15 years that commences when the facility reaches commercial operations, which is expected to occur in the second half of 2025. Daggett 1 is reflected in the Company’s Renewables & Storage segment and the acquisition was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Daggett 1 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 initial cash consideration of$11 million and the historical cost of the Company’s net assets acquired of$1 million was recorded as an adjustment to CEG’s noncontrolling interest balance. In addition, the Company reflected the entire$11 million of the Company’s initial purchase price, which was contributed back to the Company by CEG into escrow in the line item contributions from CEG, net of distributions in the consolidated statements of stockholders’ equity. The Company estimates that its total capital investment in Daggett 1 Class B will be $53 million, excluding the impact of any closing adjustments noted in the purchase agreement.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of April 29, 2025:

(In millions)Daggett 1
Cash$1
Property, plant and equipment (a)223
Other current and non-current assets8
Total assets acquired232
Long-term debt (b)220
Derivative liabilities6
Other current and non-current liabilities11
Total liabilities assumed237
Other comprehensive loss(6)
Net assets acquired$1

(a) Includes Construction in progress of $221 million.

(b) Includes a $92 million construction loan and a $131 million tax equity bridge loan, offset by $3 million in unamortized debt issuance costs. See Note 7, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.

Rosamond South I Drop Down — On March 20, 2025, the Company, through its indirect subsidiary, Rosamond South Investment LLC, acquired the Class A membership interests in Rosie South TargetCo LLC, or Rosie South TargetCo, a partnership and the indirect owner of Rosamond South I, a 140 MW solar facility that is paired with a 117 MW BESS facility, which are both currently under construction in Rosamond, California, from Clearway Renew for initial cash consideration of $4 million. Simultaneously, a third-party cash equity investor acquired the Class B membership interests in Rosie South TargetCo from Clearway Renew for initial cash consideration of $10 million. At substantial completion, which is expected to occur in the second half of 2025, the Company estimates it will pay an additional $17 million to Clearway Renew and the third-party cash equity investor will contribute an additional $41 million. Rosie South TargetCo consolidates as primary beneficiary, Rosie South TE Holdco LLC, a tax equity fund that directly owns the Rosamond South I solar and BESS facility, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. Rosamond South I has PPAs with investment-grade counterparties that have a 15-year weighted average contract duration that commence when the underlying operating assets reach commercial operations, which is expected to occur in the second half of 2025. Rosamond South I is reflected in the Company’s Renewables & Storage segment and the acquisition was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Rosamond South I 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 sum of the initial cash consideration of $4 million and the historical cost of the Company’s net liabilities assumed of$3 million was recorded as an adjustment to CEG’s noncontrolling interest balance. In addition, the Company reflected the entire $4 million of the Company’s initial 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 Company estimates that its total capital investment in Rosie South TargetCo will be $21 million, excluding the impact of any closing adjustments noted in the purchase agreement.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of March 20, 2025:

(In millions)Rosamond South I
Property, plant and equipment (a)$507
Right-of-use assets, net (b)17
Other current and non-current assets11
Total assets acquired535
Long-term debt (c)468
Long-term lease liabilities (b)19
Derivative liabilities4
Other current and non-current liabilities51
Total liabilities assumed542
Other comprehensive loss(4)
Net liabilities assumed$(3)

(a) Includes Construction in progress of $495 million.

(b) Balances primarily relate to a land lease agreement with a wholly-owned subsidiary of CEG, which expires on September 30, 2058.

(c) Includes a $179 million construction loan, a $6 million cash equity bridge loan and a $284 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 2024 Form 10-K.

The following table reflects the Company’s equity investments in unconsolidated affiliates as of June 30, 2025:

NameEconomic InterestInvestment Balance (a)
(In millions)
Avenal50%$10
Desert Sunlight25%214
Elkhorn Ridge66.7%1
GenConn (b)50%73
San Juan Mesa75%(1)
$297

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

(b) GenConn is a VIE.

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 2024 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 six months ended June 30, 2025 related to the Company’s consolidated VIEs:

Pine Forest TargetCo— As described in Note 3, Acquisitions, on June 10, 2025, Pine Forest CE Class A Owner LLC, an indirect subsidiary of the Company, acquired the Class A membership interests in Pine Forest TargetCo, which is a partnership. The Company consolidates Pine Forest TargetCo as a VIE, as the Company is the primary beneficiary. Through its membership interests in Pine Forest TargetCo, the Company receives 50% of distributable cash. The Company recorded the third-party cash equity investor’s noncontrolling interest in Pine Forest TargetCo at the historical carrying amount, with the offset to additional paid-in capital. Pine Forest TargetCo consolidates as primary beneficiary, and through its ownership of the Class B membership interests, Pine Forest TE HoldCo LLC, a tax equity fund that directly owns the Pine Forest solar and BESS facility. The Class A membership interests in Pine Forest TE HoldCo LLC are held by Pine Forest TE Class A, an indirect subsidiary of the Company.

Luna Valley TE Holdco LLC — As described in Note 3, Acquisitions, on April 29, 2025, LV-Daggett Parent Holdco LLC, an indirect subsidiary of the Company, acquired Luna Valley Class B. Luna Valley Class B consolidates as primary beneficiary, and through its ownership of the Class B membership interests, Luna Valley TE Holdco LLC, a tax equity fund that owns the Luna Valley solar facility. The Class A membership interests in Luna Valley TE Holdco LLC are held by a tax equity investor and are reflected as redeemable noncontrolling interest on the Company’s consolidated balance sheet.

Daggett 1 TE Holdco LLC — As described in Note 3, Acquisitions, on April 29, 2025, LV-Daggett Parent Holdco LLC acquired Daggett 1 Class B. Daggett 1 Class B consolidates as primary beneficiary, and through its ownership of the Class B membership interests, Daggett 1 TE Holdco LLC, a tax equity fund that owns the Daggett 1 BESS facility. The Class A membership interests in Daggett 1 TE Holdco LLC are held by a tax equity investor and are reflected as redeemable noncontrolling interest on the Company’s consolidated balance sheet.

Rosie South TargetCo— As described in Note 3, Acquisitions, on March 20, 2025, Rosamond South Investment LLC, an indirect subsidiary of the Company, acquired the Class A membership interests in Rosie South TargetCo, which is a partnership. The Company consolidates Rosie South TargetCo as a VIE, as the Company is the primary beneficiary. Through its membership interests in Rosie South TargetCo, the Company receives 50% of distributable cash. The Company recorded the third-party cash equity investor’s noncontrolling interest in Rosie South TargetCo at the historical carrying amount, with the offset to additional paid-in capital. Rosie South TargetCo consolidates as primary beneficiary, and through its ownership of the Class B membership interests, Rosie South TE Holdco LLC, a tax equity fund that directly owns the Rosamond South I solar and BESS facility. The Class A membership interests in Rosie South TE Holdco LLC are held by a tax equity investor and are reflected as noncontrolling interest on the Company’s consolidated balance sheet.

The Company has updated the following disclosure of assets and liabilities for its consolidated VIEs to present combined totals, and has revised the amounts as of December 31, 2024 to reflect accurate comparative totals for the same relevant entities:

(In millions)June 30, 2025December 31, 2024
Other current and non-current assets$970$755
Property, plant and equipment7,5455,985
Total assets$8,515$6,740
Total liabilities$3,421$1,858

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, accounts receivable — affiliates, 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 June 30, 2025As of December 31, 2024
Carrying AmountFair ValueCarrying AmountFair Value
(In millions)
Long-term debt, including current portion (a)$8,782$8,421$7,237$6,715

(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 June 30, 2025As of December 31, 2024
Level 2Level 3Level 2Level 3
(In millions)
Long-term debt, including current portion$2,003$6,418$1,922$4,793

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 June 30, 2025 · As of December 31, 2024
Fair Value (a)Fair Value (a)
(In millions)Level 2 (b)Level 3Level 2 (b)Level 3
Derivative assets:
Energy-related commodity contracts (c)$—$4$—$9
Interest rate contracts130—166—
Other financial instruments (d)—7—10
Total assets$130$11$166$19
Derivative liabilities:
Energy-related commodity contracts (e)$—$356$—$371
Interest rate contracts30———
Total liabilities$30$356$—$371

(a) There were no derivative assets or liabilities classified as Level 1 as of June 30, 2025 and December 31, 2024.

(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 heat rate call option contracts.

(d) Includes SREC contract.

(e) Includes $339 million and $366 million related to long-term power commodity contracts as of June 30, 2025 and December 31, 2024, respectively, and $17 million and $5 million related to heat rate call option contracts as of June 30, 2025 and December 31, 2024, 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 June 30, · Six months ended June 30,
2025 · 2024 · 2025 · 2024
(In millions) · Fair Value Measurement Using Significant Unobservable Inputs (Level 3) · Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
Beginning balance$(363)$(339)$(352)$(317)
Settlements33(3)40(6)
Total losses for the period included in earnings(15)(39)(33)(58)
Ending balance$(345)$(381)$(345)$(381)
Change in unrealized losses included in earnings for derivatives and other financial instruments held as of June 30, 2025$(15)$(33)

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 June 30, 2025, contracts valued with prices provided by models and other valuation techniques make up 3% of derivative assets,92% of derivative liabilities and 100% of other financial instruments.

The Company’s significant positions classified as Level 3 relate to physical and financial energy-related contracts, including long-term power commodity contracts and heat rate call option 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:

June 30, 2025
Fair Value · Input/Range
Assets · Liabilities · Valuation Technique · Significant Unobservable Input · Low · High · Weighted Average
(In millions)
Long-term Power Commodity Contracts$—$339Discounted Cash FlowForward Market Price ($ per MWh)$24.19$83.50$48.46
Heat Rate Call Option Commodity Contracts417Option ModelForward Market Price ($ per MWh)(23.53)858.3053.89
Option ModelForward Market Price ($ per MMBtu)1.0430.964.36
Other Financial Instruments7—Discounted Cash FlowForecast annual generation levels of certain DG solar facilities60,047 MWh120,094 MWh108,791 MWh

The following table provides the impact on the fair value measurements to increases/(decreases) in significant unobservable inputs as of June 30, 2025:

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 June 30, 2025, the non-performance reserve was a $19 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 2024 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 2024 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 that may arise in connection with its non-recourse debt or a potential refinancing of its Senior Notes. As of June 30, 2025, the Company had interest rate derivative instruments extending through 2033, 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 June 30, 2025, the Company had energy-related derivative instruments extending through 2033. At June 30, 2025, 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
June 30, 2025 · December 31, 2024
Commodity · Units · (In millions)
PowerMWh(29)(25)
Natural GasMMBtu811
InterestDollars$3,995$1,769

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
June 30, 2025December 31, 2024June 30, 2025December 31, 2024
(In millions)
Derivatives Designated as Cash Flow Hedges:
Interest rate contracts current$5$5$2$—
Interest rate contracts long-term152228—
Total Derivatives Designated as Cash Flow Hedges$20$27$30$—
Derivatives Not Designated as Cash Flow Hedges:
Interest rate contracts current$16$30$—$—
Interest rate contracts long-term94109——
Energy-related commodity contracts current446056
Energy-related commodity contracts long-term—5296315
Total Derivatives Not Designated as Cash Flow Hedges$114$148$356$371
Total Derivatives$134$175$386$371

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 June 30, 2025 and December 31, 2024, 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 June 30, 2025Gross Amounts of Recognized Assets/LiabilitiesDerivative InstrumentsNet Amount
Energy-related commodity contracts · (In millions)
Derivative assets$4$—$4
Derivative liabilities(356)—(356)
Total energy-related commodity contracts$(352)$—$(352)
Interest rate contracts
Derivative assets$130$—$130
Derivative liabilities(30)—(30)
Total interest rate contracts$100$—$100
Total derivative instruments$(252)$—$(252)
Gross Amounts Not Offset in the Statement of Financial Position
As of December 31, 2024Gross Amounts of Recognized Assets/LiabilitiesDerivative InstrumentsNet Amount
Energy-related commodity contracts · (In millions)
Derivative assets$9$—$9
Derivative liabilities(371)—(371)
Total energy-related commodity contracts$(362)$—$(362)
Interest rate contracts
Derivative assets$166$—$166
Total interest rate contracts$166$—$166
Total derivative instruments$(196)$—$(196)

Accumulated Other Comprehensive Income (Loss)

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

Three months ended June 30, · Six months ended June 30,
2025 · 2024 · 2025 · 2024
(In millions)
Accumulated OCI beginning balance$5$17$14$18
Rosamond South I Drop Down (a)——(4)—
Daggett 1 Drop Down (b)(6)—(6)—
Luna Valley Drop Down (c)(8)—(8)—
Pine Forest Drop Down (d)5—5—
Reclassified from accumulated OCI to income due to realization of previously deferred amounts—(1)—(2)
Mark-to-market of cash flow hedge accounting contracts(13)2(18)2
Accumulated (OCL) OCI ending balance, net of income tax (benefit) expense of $(4) and $2, respectively(17)18(17)18
Accumulated (OCL) OCI attributable to noncontrolling interests(7)13(7)13
Accumulated (OCL) OCI attributable to Clearway Energy, Inc.$(10)$5$(10)$5
Gains expected to be realized from OCL during the next 12 months$1$1

(a) Represents $1 million attributable to the Company and $3 million attributable to noncontrolling interests.

(b) Represents $4 million attributable to the Company and $2 million attributable to noncontrolling interests.

(c) Represents $5 million attributable to the Company and $3 million attributable to noncontrolling interests.

(d) Represents $3 million attributable to the Company and $2 million attributable to noncontrolling interests.

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 June 30,Six months ended June 30,
2025202420252024
(In millions)
Interest Rate Contracts (Interest expense)$2$1$(32)$24
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities included in Total operating revenues) (a)(10)(38)(21)(61)
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities included in Cost of operations) (b)—(1)—(3)

(a) Relates to long-term energy related commodity contracts at Elbow Creek, Mesquite Star, Mt. Storm, Langford and Mesquite Sky and 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 2024 Form 10-K. The Company’s borrowings, including short-term and long-term portions, consisted of the following:

Maturity DateJune 30, 2025December 31, 2024Interest Rate (a)
(In millions)
Senior Notes2028-2032$2,125$2,1253.750% - 4.750%
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility (b) (c)2028112—S+1.500%
Non-recourse facility-level debt:
Fixed rate2031-20403,1053,1902.339% - 8.000%
Variable rate2025-20333,4381,920S+1.250% - 2.775%
Total debt8,7807,235
Less current maturities(460)(430)
Less net debt issuance costs(71)(57)
Add premiums (d)22
Total long-term debt$8,251$6,750

(a) As of June 30, 2025, S+ equals SOFR plus x%.

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

(c) As of July 31, 2025, the Company had $200 million in outstanding borrowings under the revolving credit facility.

(d) Premiums relate to the 2028 Senior Notes.

As of June 30, 2025, the Company had $1,037 million in letters of credit outstanding, $76 million of which is related to the Company’s revolving credit facility.

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 June 30, 2025, 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 six months ended June 30, 2025.

Facility-level Debt

Pine Forest

On June 10, 2025, as part of the acquisition of Pine Forest, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included a $103 million construction loan that converts to a term loan when the facility reaches substantial completion, which is expected to occur in the second half of 2025, a $102 million cash equity bridge loan, a $41 million tax equity bridge loan and a $275 million tax credit transfer bridge loan, offset by $6 million in unamortized debt issuance costs. A partial payment of $54 million was made on the cash equity bridge loan at acquisition date utilizing all of the proceeds from the Company, which were contributed back to the Company by CEG, and the cash equity investor related to the Pine Forest TargetCo acquisition. The tax equity bridge loan, tax credit transfer bridge loan and remaining cash equity bridge loan will be repaid with the final proceeds contributed by Pine Forest TE Class A, an indirect subsidiary of the Company, as well as the Company’s and the third-party cash equity investor’s additional purchase price upon Pine Forest reaching substantial completion, along with the $9 million that was contributed into escrow by Pine Forest TE Class A, which is included in restricted cash on the Company’s consolidated balance sheet. Subsequent to the acquisition, the Company borrowed an additional $14 million in cash equity bridge loans through June 30, 2025.

Dan’s Mountain

On May 21, 2025, when the Dan’s Mountain facility reached substantial completion, the Company paid $36 million to Clearway Renew as additional purchase price in connection with the Company’s acquisition of the Class A membership interests in Dan’s Mountain TargetCo LLC, or Dan’s Mountain TargetCo, on November 18, 2024, which was funded with existing sources of liquidity. The Company’s additional purchase price was recorded as an adjustment to CEG’s noncontrolling interest balance. Also on May 21, 2025, a third-party cash equity investor contributed $45 million to acquire the Class B membership interests in Dan’s Mountain TargetCo from Clearway Renew and the tax equity investor contributed an additional $90 million. The Company utilized the combined proceeds from the cash equity and tax equity investors, along with the Company’s entire additional purchase price, which was contributed back to the Company by CEG, and the $18 million previously held in escrow, to repay the $91 million tax equity bridge loan, to repay the $70 million cash equity bridge loan and to pay $2 million in associated fees with the remaining $26 million distributed to CEG. Prior to substantial completion being reached, the Company borrowed an additional $18 million in tax equity bridge loans during 2025. The Company’s total capital investment in Dan’s Mountain was $43 million.

Luna Valley

On April 29, 2025, as part of the acquisition of Luna Valley, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included a $144 million construction loan that converts to a term loan when the facility reaches substantial completion, which is expected to occur in the second half of 2025, a $64 million cash equity bridge loan and a $144 million tax equity bridge loan, offset by $4 million in unamortized debt issuance costs. A partial payment of $18 million was made on the cash equity bridge loan at acquisition date utilizing all of the proceeds from the Company, which were contributed back to the Company by CEG. The tax equity bridge loan and remaining cash equity bridge loan will be repaid with the final proceeds received from the tax equity investor and the Company’s additional purchase price upon Luna Valley reaching substantial completion, along with the $29 million that was contributed into escrow by the tax equity investor at acquisition date, which is included in restricted cash on the Company’s consolidated balance sheet. Subsequent to the acquisition, the Company borrowed an additional $17 million in construction loans through June 30, 2025.

Daggett 1

On April 29, 2025, as part of the acquisition of Daggett 1, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included a $92 million construction loan that converts to a term loan when the facility reaches substantial completion, which is expected to occur in the second half of 2025, and a $131 million tax equity bridge loan, offset by $3 million in unamortized debt issuance costs. The tax equity bridge loan will be repaid upon Daggett 1 reaching substantial completion with the final proceeds received from the tax equity investor, as well as the Company’s additional purchase price, along with the $38 million that was contributed into escrow by the tax equity investor and the Company at acquisition date, which is included in restricted cash on the Company’s consolidated balance sheet. Subsequent to the acquisition, the Company borrowed an additional $7 million in construction loans through June 30, 2025.

Tuolumne

On April 29, 2025, in order to partially fund the third-party acquisition of the Tuolumne wind facility, as further described in Note 3, Acquisitions, the Company entered into a financing agreement, which included the issuance of a $163 million term loan, as well as $22 million in letters of credit in support of debt service and facility obligations, supported by the Company’s interests in the Tuolumne wind facility. The term loan bears interest at a rate of SOFR plus 1.625% per annum and matures on April 29, 2030.

Buckthorn Solar

On April 9, 2025, the Company, through its indirect subsidiary, Buckthorn Solar Portfolio LLC, refinanced its existing credit agreement, which was scheduled to mature in May 2025, resulting in the issuance of a $104 million term loan facility, as well as $22 million in letters of credit in support of debt service and facility obligations, supported by the Company’s interests in the Buckthorn Solar facility. The term loan bears interest at a rate of SOFR plus 1.625% per annum and matures on April 9, 2031. The Company utilized the proceeds from the term loan and existing sources of liquidity to pay off the existing debt in the amount of $112 million.

Rosamond South I

On March 20, 2025, as part of the acquisition of Rosamond South I, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included a $179 million construction loan that converts to a term loan when the facility reaches substantial completion, which is expected to occur in the second half of 2025, a $6 million cash equity bridge loan and a $284 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. The cash equity bridge loan was repaid at acquisition date, along with $3 million in associated fees, utilizing $2 million from the third-party cash equity investor, as well as all of the proceeds from the Company, which were contributed back to the Company by CEG, and an additional $3 million contributed by CEG. The tax equity bridge loan will be repaid upon Rosamond South I reaching substantial completion with the final proceeds received from the tax equity investor, as well as the Company’s and the third-party cash equity investor’s additional purchase price, along with the $58 million that was contributed into escrow by the tax equity investor at acquisition date, which is included in restricted cash on the Company’s consolidated balance sheet. Subsequent to the acquisition, the Company borrowed an additional $35 million in construction loans through June 30, 2025.

Note 8 —Earnings Per Share

Basic earnings 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 earnings per share is computed in a manner consistent with that of basic earnings 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 earnings per share is shown in the following table:

Three months ended June 30,
20252024
(In millions, except per share data) (a)Common Class ACommon Class CCommon Class ACommon Class C
Basic and diluted earnings per share attributable to Clearway Energy, Inc. common stockholders
Net income attributable to Clearway Energy, Inc.$10$23$15$36
Weighted average number of common shares outstanding — basic and diluted35833582
Earnings per weighted average common share — basic and diluted$0.28$0.28$0.43$0.43

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

Six months ended June 30,
20252024
(In millions, except per share data) (a)Common Class ACommon Class CCommon Class ACommon Class C
Basic and diluted earnings per share attributable to Clearway Energy, Inc. common stockholders
Net income attributable to Clearway Energy, Inc.$11$26$14$35
Weighted average number of common shares outstanding — basic and diluted35833582
Earnings per weighted average common share — basic and diluted$0.31$0.31$0.41$0.41

(a) Net income attributable to Clearway Energy, Inc. and basic and diluted earnings 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 Flexible Generation and Renewables & Storage 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 net income (loss). The Company’s Chief Executive Officer reviews net income (loss) and its components on a monthly and quarterly basis to evaluate the performance of each segment and to determine how to allocate resources.

Three months ended June 30, 2025
(In millions)Flexible GenerationRenewables & StorageCorporate (a)Total
Operating revenues$50$342$—$392
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below24107—131
Depreciation, amortization and accretion28135—163
General and administrative——1111
Transaction and integration costs——22
Operating (loss) income(2)100(13)85
Equity in earnings of unconsolidated affiliates—7—7
Other income, net1618
Interest expense(10)(50)(23)(83)
(Loss) income before income taxes(11)63(35)17
Income tax expense——55
Net (Loss) Income(11)63(40)12
Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests—(50)29(21)
Net (Loss) Income Attributable to Clearway Energy, Inc.$(11)$113$(69)$33
Balance Sheet
Equity investments in affiliates$73$224$—$297
Capital expenditures (b)—51—51
Total Assets$1,879$14,083$71$16,033
Three months ended June 30, 2024
(In millions)Flexible GenerationRenewables & StorageCorporate (a)Total
Operating revenues$69$297$—$366
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below2691—117
Depreciation, amortization and accretion27126—153
General and administrative——99
Transaction and integration costs——33
Operating income (loss)1680(12)84
Equity in earnings of unconsolidated affiliates—8—8
Other income, net27312
Loss on debt extinguishment—(2)—(2)
Interest expense(9)(55)(24)(88)
Income (loss) before income taxes938(33)14
Income tax expense——1010
Net Income (Loss)938(43)4
Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests—(92)45(47)
Net Income (Loss) Attributable to Clearway Energy, Inc.$9$130$(88)$51
Balance Sheet
Equity investments in affiliates$77$244$—$321
Capital expenditures (b)325—28
Six months ended June 30, 2025
(In millions)Flexible GenerationRenewables & StorageCorporate (a)Total
Operating revenues$118$572$—$690
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below55198—253
Depreciation, amortization and accretion56270—326
General and administrative——2121
Transaction and integration costs——55
Operating income (loss)7104(26)85
Equity in earnings of unconsolidated affiliates—12—12
Other income, net211215
Interest expense(18)(134)(47)(199)
Loss before income taxes(9)(7)(71)(87)
Income tax expense——55
Net Loss(9)(7)(76)(92)
Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests—(161)32(129)
Net (Loss) Income Attributable to Clearway Energy, Inc.$(9)$154$(108)$37
Balance Sheet
Capital expenditures (b)$2$87$—$89
Six months ended June 30, 2024
(In millions)Flexible GenerationRenewables & StorageCorporate (a)Total
Operating revenues$164$465$—$629
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below68176(1)243
Depreciation, amortization and accretion59248—307
General and administrative——2020
Transaction and integration costs——44
Operating income (loss)3741(23)55
Equity in earnings of unconsolidated affiliates119—20
Other income, net317828
Loss on debt extinguishment—(3)—(3)
Interest expense(16)(80)(49)(145)
Income (loss) before income taxes25(6)(64)(45)
Income tax benefit——(3)(3)
Net Income (Loss)25(6)(61)(42)
Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests—(125)34(91)
Net Income (Loss) Attributable to Clearway Energy, Inc.$25$119$(95)$49
Balance Sheet
Capital expenditures (b)$6$105$—$111

(b) Includes accruals

Note 10 —Income Taxes

Effective Tax Rate

The income tax provision consisted of the following amounts:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In millions, except percentages)
Income (loss) before income taxes$17$14$(87)$(45)
Income tax expense (benefit)5105(3)
Effective income tax rate29.4%71.4%(5.7)%6.7%

For the three and six months ended June 30, 2025 and 2024, 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 operating 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. This footnote should be read in conjunction with the complete description under Item 15 — Note 15, Related Party Transactions, to theconsolidated financial statements included in the Company’s 2024 Form 10-K.

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

Various subsidiaries of the Company in the Renewables & Storage 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 $20 million and $18 million for the three months ended June 30, 2025 and 2024, respectively. The Company incurred total expenses for these services of $41 million and $37 million for the six months ended June 30, 2025 and 2024, respectively. Expenses for these services are included in cost of operations in the consolidated statements of operations. There was a balance of $9 million and $12 million due to RENOM as of June 30, 2025 and December 31, 2024, respectively.

Administrative Services Agreements by and between the Company and CEG

Various subsidiaries of the Company are parties to services agreements with Clearway Asset Services LLC and Clearway 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 for each of the three months ended June 30, 2025 and 2024. The Company incurred expenses under these agreements of $11 million and $12 million for the six months ended June 30, 2025 and 2024, respectively. Expenses for these services are included in cost of operations in the consolidated statements of operations. There was a balance of $3 million due to CEG as of both June 30, 2025 and December 31, 2024.

CEG Master Services Agreement

The Company, along with certain of its subsidiaries, 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. These services include operational and administrative services, including human resources, information systems, cybersecurity, external affairs, accounting, procurement and risk management services, and, effective January 1, 2025, internal audit, tax, legal and treasury services, in exchange for the payment of fees in respect of such services. Until January 1, 2025, the Company provided certain services to CEG under a separate Master Services Agreement, including accounting, internal audit, tax and treasury services, in exchange for the payment of fees in respect of such services. In addition, effective January 1, 2025, the Company directly bears all labor costs for certain employees of CEG who perform work on behalf of the Company.

The Company incurred net expenses under these agreements of $6 million and $2 million for the three months ended June 30, 2025 and 2024, respectively. The Company incurred net expenses under these agreements of $12 million and $3 million for the six months ended June 30, 2025 and 2024, respectively. Expenses for these services are included in cost of operations in the consolidated statements of operations. There was a balance ofzero and $5 million due to CEG as of June 30, 2025 and December 31, 2024, respectively.

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.