Clearway Energy, Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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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.
Sep 30, 2025 · Filed Nov 5, 2025
Contents
Item 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| (In millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 |
| Operating Revenues | ||||
| Total operating revenues | $429 | $486 | $1,119 | $1,115 |
| Operating Costs and Expenses | ||||
| Cost of operations, exclusive of depreciation, amortization and accretion shown separately below | 128 | 135 | 381 | 378 |
| Depreciation, amortization and accretion | 176 | 164 | 502 | 471 |
| General and administrative | 10 | 9 | 31 | 29 |
| Transaction and integration costs | 3 | — | 8 | 4 |
| Total operating costs and expenses | 317 | 308 | 922 | 882 |
| Operating Income | 112 | 178 | 197 | 233 |
| Other Income (Expense) | ||||
| Equity in earnings of unconsolidated affiliates | 15 | 13 | 27 | 33 |
| Other income, net | 7 | 8 | 22 | 36 |
| Loss on debt extinguishment | (7) | — | (7) | (3) |
| Interest expense | (98) | (139) | (297) | (284) |
| Total other expense, net | (83) | (118) | (255) | (218) |
| Income (Loss) Before Income Taxes | 29 | 60 | (58) | 15 |
| Income tax (benefit) expense | (31) | 33 | (26) | 30 |
| Net Income (Loss) | 60 | 27 | (32) | (15) |
| Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests | (176) | (9) | (305) | (100) |
| Net Income Attributable to Clearway Energy, Inc. | $236 | $36 | $273 | $85 |
| 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 diluted | 35 | 35 | 35 | 35 |
| Weighted average number of Class C common shares outstanding - basic and diluted | 83 | 83 | 83 | 83 |
| Earnings Per Weighted Average Class A and Class C Common Share - Basic and Diluted | $2.00 | $0.31 | $2.32 | $0.72 |
| Dividends Per Class A Common Share | $0.4456 | $0.4171 | $1.3152 | $1.2306 |
| Dividends Per Class C Common Share | $0.4456 | $0.4171 | $1.3152 | $1.2306 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| (In millions) | 2025 | 2024 | 2025 | 2024 |
| Net Income (Loss) | $60 | $27 | $(32) | $(15) |
| Other Comprehensive Loss | ||||
| Unrealized loss on derivatives and changes in accumulated OCI/OCL, net of income tax benefit of $—, $(2), $(5) and $(2) | (5) | (13) | (23) | (13) |
| Other comprehensive loss | (5) | (13) | (23) | (13) |
| Comprehensive Income (Loss) | 55 | 14 | (55) | (28) |
| Less: Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests | (178) | (18) | (319) | (107) |
| Comprehensive Income Attributable to Clearway Energy, Inc. | $233 | $32 | $264 | $79 |
CONSOLIDATED BALANCE SHEETS
| (In millions, except shares) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| ASSETS | ||
| Current Assets | ||
| Cash and cash equivalents | $251 | $332 |
| Restricted cash | 390 | 401 |
| Accounts receivable — trade | 238 | 164 |
| Inventory | 71 | 64 |
| Derivative instruments | 22 | 39 |
| Prepayments and other current assets | 87 | 67 |
| Total current assets | 1,059 | 1,067 |
| Property, plant and equipment, net | 11,296 | 9,944 |
| Other Assets | ||
| Equity investments in affiliates | 301 | 309 |
| Intangible assets for power purchase agreements, net | 2,343 | 2,125 |
| Other intangible assets, net | 65 | 68 |
| Deferred income taxes | 26 | — |
| Derivative instruments | 113 | 136 |
| Right-of-use assets, net | 711 | 547 |
| Other non-current assets | 152 | 133 |
| Total other assets | 3,711 | 3,318 |
| Total Assets | $16,066 | $14,329 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Current Liabilities | ||
| Current portion of long-term debt | $342 | $430 |
| Accounts payable — trade | 152 | 82 |
| Accounts payable — affiliates | 30 | 31 |
| Derivative instruments | 55 | 56 |
| Accrued interest expense | 36 | 53 |
| Accrued expenses and other current liabilities | 72 | 66 |
| Total current liabilities | 687 | 718 |
| Other Liabilities | ||
| Long-term debt | 8,084 | 6,750 |
| Deferred income taxes | 21 | 89 |
| Derivative instruments | 319 | 315 |
| Long-term lease liabilities | 792 | 569 |
| Other non-current liabilities | 374 | 324 |
| Total other liabilities | 9,590 | 8,047 |
| Total Liabilities | 10,277 | 8,765 |
| Redeemable noncontrolling interest in subsidiaries | 74 | — |
| 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); 202,195,425 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 83,266,680, Class D 41,576,142) at September 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, 2024 | 1 | 1 |
| Additional paid-in capital | 1,689 | 1,805 |
| Retained earnings | 372 | 254 |
| Accumulated other comprehensive (loss) income | (13) | 3 |
| Noncontrolling interest | 3,666 | 3,501 |
| Total Stockholders’ Equity | 5,715 | 5,564 |
| Total Liabilities and Stockholders’ Equity | $16,066 | $14,329 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine months ended September 30, | ||
|---|---|---|
| (In millions) | 2025 | 2024 |
| Cash Flows from Operating Activities | ||
| Net Loss | $(32) | $(15) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||
| Equity in earnings of unconsolidated affiliates | (27) | (33) |
| Distributions from unconsolidated affiliates | 19 | 21 |
| Depreciation, amortization and accretion | 502 | 471 |
| Amortization of financing costs and debt discounts | 11 | 10 |
| Amortization of intangibles | 137 | 137 |
| Loss on debt extinguishment | 7 | 3 |
| Reduction in carrying amount of right-of-use assets | 12 | 11 |
| Changes in deferred income taxes | (26) | 23 |
| Changes in derivative instruments and amortization of accumulated OCI/OCL | 4 | 34 |
| Changes in other working capital | (96) | (84) |
| Net Cash Provided by Operating Activities | 511 | 578 |
| Cash Flows from Investing Activities | ||
| Acquisitions, net of cash acquired | (324) | — |
| Acquisition of Drop Down Assets, net of cash acquired | (219) | (671) |
| Capital expenditures | (213) | (237) |
| Return of investment from unconsolidated affiliates | 14 | 38 |
| Decrease in note receivable — affiliate | — | 184 |
| Other | 3 | 12 |
| Net Cash Used in Investing Activities | (739) | (674) |
| Cash Flows from Financing Activities | ||
| Contributions from noncontrolling interests, net of distributions | 734 | 1,385 |
| Payments of dividends and distributions | (266) | (249) |
| Pro-rata distributions to CEG | (7) | — |
| Buyout of noncontrolling interest | (3) | — |
| Proceeds from the revolving credit facility | 480 | — |
| Payments for the revolving credit facility | (75) | — |
| Proceeds from the issuance of long-term debt | 472 | 255 |
| Payments of debt issuance costs | (7) | (7) |
| Payments for long-term debt | (1,191) | (1,664) |
| Other | (1) | (1) |
| Net Cash Provided by (Used in) Financing Activities | 136 | (281) |
| Net Decrease in Cash, Cash Equivalents and Restricted Cash | (92) | (377) |
| Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 733 | 1,051 |
| Cash, Cash Equivalents and Restricted Cash at End of Period | $641 | $674 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Nine Months Ended September 30, 2025
| (In millions) | Preferred Stock | Common Stock | AdditionalPaid-InCapital | Retained Earnings | AccumulatedOtherComprehensive Income (Loss) | NoncontrollingInterest | TotalStockholders’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 | — | — | — | — | — | 51 | 51 |
| 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 | — | 1 | 1,735 | 207 | — | 3,477 | 5,420 |
| 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 | — | — | — | — | — | 46 | 46 |
| Contributions from noncontrolling interests, net of distributions, cash | — | — | — | — | — | 238 | 238 |
| 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) | — | 2 | 1 |
| Balances at June 30, 2025 | — | 1 | 1,670 | 188 | (10) | 3,693 | 5,542 |
| Net income | — | — | — | 236 | — | 9 | 245 |
| Unrealized loss on derivatives and changes in accumulated OCL, net of tax | — | — | — | — | (3) | (2) | (5) |
| Contributions from CEG, net of distributions, cash | — | — | — | — | — | 5 | 5 |
| Contributions from noncontrolling interests, net of distributions, cash | — | — | — | — | — | 144 | 144 |
| Transfer of assets under common control | — | — | — | — | — | (143) | (143) |
| Buyout of noncontrolling interest | — | — | — | — | — | (3) | (3) |
| Non-cash adjustments for change in tax basis | — | — | 18 | — | — | — | 18 |
| Stock-based compensation | — | — | 1 | — | — | — | 1 |
| Common stock dividends and distributions to CEG unit holders | — | — | — | (53) | — | (37) | (90) |
| Other | — | — | — | 1 | — | — | 1 |
| Balances at September 30, 2025 | $— | $1 | $1,689 | $372 | $(13) | $3,666 | $5,715 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Nine Months Ended September 30, 2024
| (In millions) | Preferred Stock | Common Stock | AdditionalPaid-InCapital | Retained Earnings | AccumulatedOtherComprehensive Income | NoncontrollingInterest | TotalStockholders’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 | — | — | — | — | — | 215 | 215 |
| 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 |
| Net income (loss) | — | — | — | 51 | — | (51) | — |
| Unrealized gain on derivatives and changes in accumulated OCI, net of tax | — | — | — | — | — | 1 | 1 |
| Contributions from CEG, net of distributions, cash | — | — | — | — | — | 222 | 222 |
| Contributions from noncontrolling interest, net of distributions, cash | — | — | — | — | — | 988 | 988 |
| 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 |
| Net income (loss) | — | — | — | 36 | — | (13) | 23 |
| Unrealized loss on derivatives and changes in accumulated OCI, net of tax | — | — | — | — | (4) | (9) | (13) |
| Contributions from CEG, cash | — | — | — | — | — | 6 | 6 |
| Distributions to noncontrolling interests, net of contributions, cash | — | — | — | — | — | (19) | (19) |
| Stock based compensation | — | — | 1 | — | — | — | 1 |
| Common stock dividends and distributions to CEG unit holders | — | — | — | (49) | — | (36) | (85) |
| Balances at September 30, 2024 | $— | $1 | $1,831 | $301 | $1 | $3,490 | $5,624 |
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 12.7 GW of gross capacity in 27 states, including approximately 9.9 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 September 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 September 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 September 30, 2025, and results of operations, comprehensive income and cash flows for the three and nine months ended September 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 $223 million and $194 million as of September 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:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| (In millions) | ||
| Cash and cash equivalents | $251 | $332 |
| Restricted cash | 390 | 401 |
| Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $641 | $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 September 30, 2025, these restricted funds were comprised of $185 million designated to fund operating expenses, $79 million designated for current debt service payments and $84 million restricted for reserves including debt service, performance obligations and other reserves as well as capital expenditures. The remaining $42 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:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| (In millions) | ||
| Property, Plant and Equipment Accumulated Depreciation | $4,566 | $4,086 |
| Intangible Assets Accumulated Amortization | 1,332 | 1,194 |
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 nine months ended September 30, 2025:
| Third Quarter 2025 | Second Quarter 2025 | First Quarter 2025 | |
|---|---|---|---|
| Dividends per Class A share | $0.4456 | $0.4384 | $0.4312 |
| Dividends per Class C share | 0.4456 | 0.4384 | 0.4312 |
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 November 3, 2025, the Company declared quarterly dividends on its Class A and Class C common stock of $0.4528 per share payable on December 15, 2025 to stockholders of record as of December 1, 2025.
Noncontrolling Interests
Clearway Energy LLC Distributions to CEG
The following table lists distributions paid to CEG during the nine months ended September 30, 2025 on Clearway Energy LLC’s Class B and D units:
| Third Quarter 2025 | Second Quarter 2025 | First Quarter 2025 | |
|---|---|---|---|
| Distributions per Class B Unit | $0.4456 | $0.4384 | $0.4312 |
| Distributions per Class D Unit | 0.4456 | 0.4384 | 0.4312 |
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 and Dispositions.
On November 3, 2025, Clearway Energy LLC declared a distribution on its Class B and Class D units of $0.4528 per unit payable on December 15, 2025 to unit holders of record as of December 1, 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 interests | 276 |
| Non-cash distributions to redeemable noncontrolling interests | (4) |
| Comprehensive loss attributable to redeemable noncontrolling interests | (198) |
| Balance at September 30, 2025 | $74 |
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 September 30, 2025 | |||
|---|---|---|---|
| (In millions) | Flexible Generation | Renewables & Storage | Total |
| Energy revenue (a) | $13 | $350 | $363 |
| Capacity revenue (a) | 69 | 25 | 94 |
| Other revenues | 3 | 23 | 26 |
| Contract amortization | (5) | (45) | (50) |
| Mark-to-market for economic hedges | 26 | (30) | (4) |
| Total operating revenues | 106 | 323 | 429 |
| Less: Contract amortization | 5 | 45 | 50 |
| Less: Mark-to-market for economic hedges | (26) | 30 | 4 |
| Less: Lease revenue | (29) | (253) | (282) |
| Total revenue from contracts with customers | $56 | $145 | $201 |
| (In millions) | Flexible Generation | Renewables & Storage | Total |
|---|---|---|---|
| Energy revenue | $1 | $237 | $238 |
| Capacity revenue | 28 | 16 | 44 |
| Total | $29 | $253 | $282 |
| Three months ended September 30, 2024 | |||
|---|---|---|---|
| (In millions) | Flexible Generation | Renewables & Storage | Total |
| Energy revenue (a) | $35 | $315 | $350 |
| Capacity revenue (a) | 65 | 22 | 87 |
| Other revenues | 3 | 20 | 23 |
| Contract amortization | (5) | (41) | (46) |
| Mark-to-market for economic hedges | 4 | 68 | 72 |
| Total operating revenues | 102 | 384 | 486 |
| Less: Contract amortization | 5 | 41 | 46 |
| Less: Mark-to-market for economic hedges | (4) | (68) | (72) |
| Less: Lease revenue | (27) | (247) | (274) |
| Total revenue from contracts with customers | $76 | $110 | $186 |
| (In millions) | Flexible Generation | Renewables & Storage | Total |
|---|---|---|---|
| Energy revenue | $1 | $234 | $235 |
| Capacity revenue | 26 | 13 | 39 |
| Total | $27 | $247 | $274 |
| Nine months ended September 30, 2025 | |||
|---|---|---|---|
| (In millions) | Flexible Generation | Renewables & Storage | Total |
| Energy revenue (a) | $24 | $925 | $949 |
| Capacity revenue (a) | 201 | 68 | 269 |
| Other revenues | 5 | 63 | 68 |
| Contract amortization | (14) | (125) | (139) |
| Mark-to-market for economic hedges | 8 | (36) | (28) |
| Total operating revenues | 224 | 895 | 1,119 |
| Less: Contract amortization | 14 | 125 | 139 |
| Less: Mark-to-market for economic hedges | (8) | 36 | 28 |
| Less: Lease revenue | (87) | (678) | (765) |
| Total revenue from contracts with customers | $143 | $378 | $521 |
| (In millions) | Flexible Generation | Renewables & Storage | Total |
|---|---|---|---|
| Energy revenue | $2 | $637 | $639 |
| Capacity revenue | 85 | 41 | 126 |
| Total | $87 | $678 | $765 |
| Nine months ended September 30, 2024 | |||
|---|---|---|---|
| (In millions) | Flexible Generation | Renewables & Storage | Total |
| Energy revenue (a) | $67 | $870 | $937 |
| Capacity revenue (a) | 195 | 44 | 239 |
| Other revenues | 6 | 63 | 69 |
| Contract amortization | (14) | (124) | (138) |
| Mark-to-market for economic hedges | 12 | (4) | 8 |
| Total operating revenues | 266 | 849 | 1,115 |
| Less: Contract amortization | 14 | 124 | 138 |
| Less: Mark-to-market for economic hedges | (12) | 4 | (8) |
| Less: Lease revenue | (84) | (691) | (775) |
| Total revenue from contracts with customers | $184 | $286 | $470 |
| (In millions) | Flexible Generation | Renewables & Storage | Total |
|---|---|---|---|
| Energy revenue | $2 | $661 | $663 |
| Capacity revenue | 82 | 30 | 112 |
| Total | $84 | $691 | $775 |
Contract Balances
The following table reflects the contract assets included on the Company’s consolidated balance sheets:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| (In millions) | ||
| Accounts receivable, net - Contracts with customers | $99 | $75 |
| Accounts receivable, net - Leases | 139 | 89 |
| Total accounts receivable, net | $238 | $164 |
Recent Accounting Standards Not Yet Adopted
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendment clarifies when software costs should be capitalized and requires certain disclosures for all capitalized internal-use software costs. This guidance may be applied prospectively, retrospectively or on a modified retrospective basis and is effective for annual reporting periods in fiscal years beginning after December 15, 2027. The Company intends to early adopt ASU 2025-06 prospectively, effective January 1, 2026. The adoption is not expected to have an impact on the Company’s financial statements.
In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendment expands the derivative scope exceptions and clarifies when an entity should apply the guidance in ASC 606, Revenue from Contracts with Customers, to contracts with share-based noncash consideration from a customer for the transfer of goods or services. This guidance may be applied either prospectively or on a modified retrospective basis and is effective for annual reporting periods in fiscal years beginning after December 15, 2026. The Company intends to early adopt ASU 2025-07 prospectively, effective January 1, 2026. The adoption is not expected to have an impact on the Company’s financial statements.
Note 3 —Acquisitions and Dispositions
Acquisitions
The Company records the assets acquired and liabilities assumed at acquisition-date fair value, except in the case of acquisitions under common control by CEG, for which assets acquired and liabilities assumed are recorded at historical cost on the acquisition date, which, in certain circumstances, represent the acquired cost.
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 assets for power purchase agreements related to the Company’s third-party acquisitions of Tuolumne and Catalina were determined utilizing a variation of the income approach determined by discounting the replacement market price of the 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.
Honeycomb Portfolio Drop Down — On October 15, 2025, the Company, through its indirect subsidiary, Honeycomb 1 Holdco LLC, acquired Honeycomb TargetCo LLC, the indirect owner of the Honeycomb Portfolio, which includes four BESS facilities under construction in Beaver County and Iron County, Utah representing 320 MW of capacity, from Clearway Renew for initial cash consideration of $16 million. Honeycomb TargetCo LLC consolidates as primary beneficiary, Honeycomb TE Holdco LLC, a tax equity fund that owns the Honeycomb Portfolio BESS facilities. Also on October 15, 2025, a tax equity investor contributed $59 million to acquire the Class A membership interests in Honeycomb TE Holdco LLC. At substantial completion, which is expected to occur in the first half of 2026, the Company estimates it will pay an additional $62 million to Clearway Renew and the tax equity investor will contribute an additional $237 million. The Honeycomb Portfolio has 20-year PPAs with an investment-grade utility that will commence when the underlying operating assets reach commercial operations, which is expected to occur in the first half of 2026. The acquisition was funded with existing sources of liquidity. The Company estimates that its total capital investment in Honeycomb TargetCo LLC will be $78 million, excluding the impact of any closing adjustments noted in the purchase agreement.
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 located in San Bernardino County, California, from Clearway Renew for initial cash consideration of $11 million. On September 19, 2025, when the facility reached substantial completion, the Company paid $42 million to Clearway Renew as additional purchase price. 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 commenced in September 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. The$42 million additional purchase price was also 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 also reflected the entire$42 million of the Company’s additional purchase price, which was contributed back to the Company by CEG to pay down long-term debt, in the line item contributions from CEG, net of distributions, in the consolidated statements of stockholders’ equity.
On October 15, 2025, the Company paid $4 million to Clearway Renew as a purchase price true up. The Company’s total capital investment in Daggett 1 Class B was $57 million.
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 assets | 8 |
| Total assets acquired | 232 |
| Long-term debt (b) | 220 |
| Derivative liabilities | 6 |
| Other current and non-current liabilities | 11 |
| Total liabilities assumed | 237 |
| 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.
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 located in Fresno County, California, from Clearway Renew for initial cash consideration of $18 million. On September 4, 2025, when the facility reached substantial completion, the Company paid $72 million to Clearway Renew as additional purchase price. 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 commenced in August 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. The$72 million additional purchase price was also 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 and$72 million of the Company’s additional purchase price, which were 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.
On October 15, 2025, the Company paid $29 million to Clearway Renew as a purchase price true up. The Company’s total capital investment in Luna Valley Class B was $119 million.
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, net | 16 |
| Other current and non-current assets | 22 |
| Total assets acquired | 392 |
| Long-term debt (b) | 348 |
| Long-term lease liabilities | 18 |
| Derivative liabilities | 8 |
| Other current and non-current liabilities | 33 |
| Total liabilities assumed | 407 |
| 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.
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 located 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. On August 13, 2025, when the facility reached substantial completion, the Company paid $29 million to Clearway Renew as additional purchase price and the third-party cash equity investor contributed 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 commenced in August 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. The $29 million additional purchase price was also 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 also reflected the entire $29 million of the Company’s additional purchase price, which was contributed back to the Company by CEG to pay down long-term debt, in the line item contributions from CEG, net of distributions, in the consolidated statements of stockholders’ equity. The Company’s total capital investment in Rosie South TargetCo was $33 million.
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 assets | 11 |
| Total assets acquired | 535 |
| Long-term debt (c) | 468 |
| Long-term lease liabilities (b) | 19 |
| Derivative liabilities | 4 |
| Other current and non-current liabilities | 51 |
| Total liabilities assumed | 542 |
| 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.
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, which excludes $1 million in transaction expenses incurred in connection with the acquisition during thenine months ended September 30, 2025. Catalina reached commercial operations in 2013 and has a PPA with an investment-grade utility through 2038. Catalina is reflected in the Renewables & Storage segment and the acquisition was funded with existing sources of liquidity. After factoring in cash reserves acquired and transaction expenses, the Company’s net capital investment in Catalina is expected to be $128 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) | Catalina |
|---|---|
| Cash | $15 |
| Intangible asset for power purchase agreement | 175 |
| Right-of-use assets | 107 |
| Other current and non-current assets | 6 |
| Total assets acquired | 303 |
| Long-term lease liabilities | 173 |
| Other current and non-current liabilities | 2 |
| Total liabilities assumed | 175 |
| Net assets acquired | $128 |
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 fourth quarter 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 fourth quarter 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, net | 17 |
| Derivative assets | 6 |
| Total assets acquired | 584 |
| Long-term debt (b) | 515 |
| Long-term lease liabilities | 18 |
| Derivative liabilities | 1 |
| Other current and non-current liabilities | 54 |
| Total liabilities assumed | 588 |
| Other comprehensive income | 5 |
| 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 thenine months ended September 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 agreement | 176 |
| Right-of-use assets | 5 |
| Other current and non-current assets | 1 |
| Total assets acquired | 219 |
| Long-term lease liabilities | 4 |
| Other current and non-current liabilities | 4 |
| Total liabilities assumed | 8 |
| Net assets acquired | $211 |
Dispositions
Mt. Storm Sale to Clearway Renew — On October 2, 2025, the Company, through its indirect subsidiary, WV Wind Holdco LLC, sold 100% of its membership interests in Mount Storm Wind LLC, which owns Mt. Storm, a 264 MW wind facility located in Grant County, West Virginia, to Clearway Renew for $152 million in cash consideration in order for Clearway Renew to repower the facility. The repowering of the facility is expected to increase the facility’s capacity to 335 MW. Mechanical completion of the first phase of the repowering is expected to occur in the second half of 2026 with the second phase of the repowering expected to occur in the second half of 2027. Additionally, the Company has an exclusive option to purchase the Class B membership interests in the tax equity fund that, upon mechanical completion of the first phase of the repowering of the facility, will own Mt. Storm. Upon achieving repowering commercial operations, which is expected to occur in the second half of 2027, the facility will sell power to Microsoft under a 20-year PPA.
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 September 30, 2025:
| Name | Economic Interest | Investment Balance (a) |
|---|---|---|
| (In millions) | ||
| Avenal | 50% | $11 |
| Desert Sunlight | 25% | 222 |
| Elkhorn Ridge | 66.7% | (2) |
| GenConn (b) | 50% | 72 |
| San Juan Mesa | 75% | (2) |
| $301 | ||
(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 nine months ended September 30, 2025 related to the Company’s consolidated VIEs:
DGPV Funds — On August 11, 2025, Puma Class B LLC, an indirect subsidiary of the Company, acquired 100% of the Class A membership interests in Golden Puma Fund LLC, a tax equity fund that owns several distributed solar facilities, from the tax equity investor for $3 million. Prior to the acquisition, the Company consolidated Golden Puma Fund LLC through its ownership of the Class B membership interests and role as managing member, and the Class A membership interests were reflected as noncontrolling interest on the Company’s consolidated balance sheet. The difference between the historical cost of the Company’s noncontrolling interest and the cash paid to acquire the Class A membership interests was less than $1 million.
Pine Forest TargetCo— As described in Note 3, Acquisitions and Dispositions, 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 and Dispositions, 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 and Dispositions, 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 and Dispositions, 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) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Other current and non-current assets | $833 | $755 |
| Property, plant and equipment | 7,473 | 5,985 |
| Total assets | $8,306 | $6,740 |
| Total liabilities | $2,657 | $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 September 30, 2025 | As of December 31, 2024 | |||
|---|---|---|---|---|
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | |
| (In millions) | ||||
| Long-term debt, including current portion (a) | $8,492 | $8,159 | $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 September 30, 2025 | As of December 31, 2024 | |||
|---|---|---|---|---|
| Level 2 | Level 3 | Level 2 | Level 3 | |
| (In millions) | ||||
| Long-term debt, including current portion | $2,004 | $6,155 | $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 September 30, 2025 · As of December 31, 2024 | ||||
|---|---|---|---|---|
| Fair Value (a) | Fair Value (a) | |||
| (In millions) | Level 2 (b) | Level 3 | Level 2 (b) | Level 3 |
| Derivative assets: | ||||
| Energy-related commodity contracts (c) | $— | $12 | $— | $9 |
| Interest rate contracts | 123 | — | 166 | — |
| Other financial instruments (d) | — | 7 | — | 10 |
| Total assets | $123 | $19 | $166 | $19 |
| Derivative liabilities: | ||||
| Energy-related commodity contracts (e) | $1 | $336 | $— | $371 |
| Interest rate contracts | 37 | — | — | — |
| Total liabilities | $38 | $336 | $— | $371 |
(a) There were no derivative assets or liabilities classified as Level 1 as of September 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 short-term backbone transportation service contracts classified as Level 2, and long-term power commodity contracts and heat rate call option contracts classified as Level 3. As of September 30, 2025 and December 31, 2024, respectively, $336 million and $366 million related to long-term power commodity contracts, andzero and $5 million related to heat rate call option contracts.
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 September 30, · Nine months ended September 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 | $(345) | $(381) | $(352) | $(317) | |
| Settlements | 44 | 6 | 84 | — | |
| Total (losses) gains for the period included in earnings | (16) | 66 | (49) | 8 | |
| Ending balance | $(317) | $(309) | $(317) | $(309) | |
| Change in unrealized losses included in earnings for derivatives and other financial instruments held as of September 30, 2025 | $(16) | $(49) | |||
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 September 30, 2025, contracts valued with prices provided by models and other valuation techniques make up 9% of derivative assets,90% 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:
| September 30, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value · Input/Range | ||||||||||
| Assets · Liabilities · Valuation Technique · Significant Unobservable Input · Low · High · Weighted Average | ||||||||||
| (In millions) | ||||||||||
| Long-term Power Commodity Contracts | $— | $336 | Discounted Cash Flow | Forward Market Price ($ per MWh) | $29.89 | $90.24 | $47.79 | |||
| Heat Rate Call Option Commodity Contracts | 12 | — | Option Model | Forward Market Price ($ per MWh) | (19.74) | 777.56 | 47.27 | |||
| Option Model | Forward Market Price ($ per MMBtu) | 1.21 | 24.08 | 3.92 | ||||||
| Other Financial Instruments | 7 | — | Discounted Cash Flow | Forecast annual generation levels of certain DG solar facilities | 60,047 MWh | 120,094 MWh | 108,791 MWh | |||
The following table provides the impact on the fair value measurements to increases/(decreases) in significant unobservable inputs as of September 30, 2025:
| Type | Significant Unobservable Input | Position | Change In Input | Impact on Fair Value Measurement |
|---|---|---|---|---|
| Energy-Related Commodity Contracts | Forward Market Price Power | Sell | Increase/(Decrease) | Lower/(Higher) |
| Energy-Related Commodity Contracts | Forward Market Price Gas | Sell | Increase/(Decrease) | Higher/(Lower) |
| Other Financial Instruments | Forecast Generation Levels | Sell | Increase/(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 September 30, 2025, the non-performance reserve was a $17 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 September 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 September 30, 2025, the Company had energy-related derivative instruments extending through 2033. At September 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 | |||
|---|---|---|---|
| September 30, 2025 · December 31, 2024 | |||
| Commodity · Units · (In millions) | |||
| Power | MWh | (24) | (25) |
| Natural Gas | MMBtu | 6 | 11 |
| Interest | Dollars | $3,846 | $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 Assets | Derivative Liabilities | |||
| September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | |
| (In millions) | ||||
| Derivatives Designated as Cash Flow Hedges: | ||||
| Interest rate contracts current | $3 | $5 | $3 | $— |
| Interest rate contracts long-term | 15 | 22 | 32 | — |
| Total Derivatives Designated as Cash Flow Hedges | $18 | $27 | $35 | $— |
| Derivatives Not Designated as Cash Flow Hedges: | ||||
| Interest rate contracts current | $13 | $30 | $2 | $— |
| Interest rate contracts long-term | 92 | 109 | — | — |
| Energy-related commodity contracts current | 6 | 4 | 50 | 56 |
| Energy-related commodity contracts long-term | 6 | 5 | 287 | 315 |
| Total Derivatives Not Designated as Cash Flow Hedges | $117 | $148 | $339 | $371 |
| Total Derivatives | $135 | $175 | $374 | $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 September 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 September 30, 2025 | Gross Amounts of Recognized Assets/Liabilities | Derivative Instruments | Net Amount |
| Energy-related commodity contracts · (In millions) | |||
| Derivative assets | $12 | $— | $12 |
| Derivative liabilities | (337) | — | (337) |
| Total energy-related commodity contracts | $(325) | $— | $(325) |
| Interest rate contracts | |||
| Derivative assets | $123 | $— | $123 |
| Derivative liabilities | (37) | — | (37) |
| Total interest rate contracts | $86 | $— | $86 |
| Total derivative instruments | $(239) | $— | $(239) |
| Gross Amounts Not Offset in the Statement of Financial Position | |||
|---|---|---|---|
| As of December 31, 2024 | Gross Amounts of Recognized Assets/Liabilities | Derivative Instruments | Net 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 September 30, · Nine months ended September 30, | |||||
|---|---|---|---|---|---|
| 2025 · 2024 · 2025 · 2024 | |||||
| (In millions) | |||||
| Accumulated (OCL) OCI beginning balance | $(17) | $18 | $14 | $18 | |
| Rosamond South I Drop Down (a) | — | — | (4) | — | |
| Daggett 1 Drop Down (b) | — | — | (6) | — | |
| Luna Valley Drop Down (c) | — | — | (8) | — | |
| Pine Forest Drop Down (d) | — | — | 5 | — | |
| Reclassified from accumulated OCI/OCL to income due to realization of previously deferred amounts | (1) | (1) | (1) | (3) | |
| Mark-to-market of cash flow hedge accounting contracts | (4) | (12) | (22) | (10) | |
| Accumulated (OCL) OCI ending balance, net of income tax benefit of $(4), $—, $(4) and $—, respectively | (22) | 5 | (22) | 5 | |
| Accumulated (OCL) OCI attributable to noncontrolling interests | (9) | 4 | (9) | 4 | |
| Accumulated (OCL) OCI attributable to Clearway Energy, Inc. | $(13) | $1 | $(13) | $1 | |
| Losses 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/OCL 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 September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (In millions) | ||||
| Interest Rate Contracts (Interest expense) | $(8) | $(57) | $(40) | $(33) |
| Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities included in Total operating revenues) (a) | (4) | 72 | (25) | 11 |
| Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities included in Cost of operations) (b) | (1) | — | (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 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 Date | September 30, 2025 | December 31, 2024 | Interest Rate (a) | |
|---|---|---|---|---|
| (In millions) | ||||
| Senior Notes | 2028-2032 | $2,125 | $2,125 | 3.750% - 4.750% |
| Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility (b) (c) | 2028 | 405 | — | S+1.750% |
| Non-recourse facility-level debt: | ||||
| Fixed rate | 2031-2040 | 3,055 | 3,190 | 2.339% - 8.000% |
| Variable rate | 2025-2033 | 2,905 | 1,920 | S+1.475% - 2.775% |
| Total debt | 8,490 | 7,235 | ||
| Less current maturities | (342) | (430) | ||
| Less net debt issuance costs | (66) | (57) | ||
| Add premiums (d) | 2 | 2 | ||
| Total long-term debt | $8,084 | $6,750 | ||
(a) As of September 30, 2025, S+ equals SOFR plus x%.
(b) Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement.
(c) During October 2025, the Company repaid $190 million of the outstanding borrowings under the revolving credit facility primarily utilizing the proceeds received from the sale of Mt. Storm to Clearway Renew, as further discussed in Note 3, Acquisitions and Dispositions. As of October 31, 2025, the Company had $215 million in outstanding borrowings under the revolving credit facility.
(d) Premiums relate to the 2028 Senior Notes.
As of September 30, 2025, the Company had $1,048 million in letters of credit outstanding, $102 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 September 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 nine months ended September 30, 2025.
Facility-level Debt
Daggett 1
On April 29, 2025, as part of the acquisition of Daggett 1, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included a $92 million construction loan and a $131 million tax equity bridge loan, offset by $3 million in unamortized debt issuance costs.
On September 19, 2025, when Daggett 1 reached substantial completion, the Company paid $42 million to Clearway Renew as additional purchase price, as further described in Note 3, Acquisitions and Dispositions, and the tax equity investor contributed an additional $108 million, which was utilized, along with the $38 million previously held in escrow and $31 million in construction loan proceeds, to repay the $131 million tax equity bridge loan, to fund $6 million in construction completion reserves, which is included in restricted cash on the Company’s consolidated balance sheet, and to pay $7 million in associated fees with the remaining $33 million distributed to CEG. Additionally, on September 19, 2025, the outstanding construction loans were converted to a term loan in the amount of $132 million that matures on September 19, 2030. Subsequent to the acquisition, the Company borrowed an additional $40 million in construction loans.
Luna Valley
On April 29, 2025, as part of the acquisition of Luna Valley, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included 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. 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.
On September 4, 2025, when Luna Valley facility reached substantial completion, the Company paid $72 million to Clearway Renew as additional purchase price, as further described in Note 3, Acquisitions and Dispositions, the tax equity investor contributed an additional $114 million and CEG contributed $50 million, which were utilized, along with the $29 million previously held in escrow and $28 million in construction loan proceeds, to repay the $46 million cash equity bridge loan, to repay the $144 million tax equity bridge loan, to fund $22 million in construction completion reserves, which is included in restricted cash on the Company’s consolidated balance sheet, and to pay $9 million in associated fees. Additionally, on September 4, 2025, the outstanding construction loans were converted to a term loan in the amount of $195 million that matures on September 4, 2030. Subsequent to the acquisition, the Company borrowed an additional $51 million in construction loans.
Rosamond South I
On March 20, 2025, as part of the acquisition of Rosamond South I, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the facility’s financing agreement, which included 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. 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.
On August 13, 2025, when Rosamond South I reached substantial completion, the Company paid$29 million to Clearway Renew as additional purchase price, as further described in Note 3, Acquisitions and Dispositions, the cash equity investor contributed an additional$41 million andthe tax equity investor contributed an additional $226 million, which were utilized, along with the $58 million previously held in escrow and $13 million in construction loan proceeds, to repay the $276 million tax equity bridge loan and to pay $9 million in associated fees with the remaining $53 million distributed to CEG. Additionally, on August 13, 2025, the outstanding construction loans were converted to a term loan in the amount of $228 million that matures on August 13, 2030. Subsequent to the acquisition, the Company borrowed an additional $49 million in construction loans and also received $40 million in contributions from CEG to pay for construction completion expenses.
Pine Forest
On June 10, 2025, as part of the acquisition of Pine Forest, as further described in Note 3, Acquisitions and Dispositions, 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 fourth quarter 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 $44 million in cash equity bridge loans through September 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 TargetCo was $43 million.
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 and Dispositions, 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.
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 September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (In millions, except per share data) (a) | Common Class A | Common Class C | Common Class A | Common Class C |
| Basic and diluted earnings per share attributable to Clearway Energy, Inc. common stockholders | ||||
| Net income attributable to Clearway Energy, Inc. | $69 | $167 | $11 | $25 |
| Weighted average number of common shares outstanding — basic and diluted | 35 | 83 | 35 | 83 |
| Earnings per weighted average common share — basic and diluted | $2.00 | $2.00 | $0.31 | $0.31 |
(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.
| Nine months ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (In millions, except per share data) (a) | Common Class A | Common Class C | Common Class A | Common Class C |
| Basic and diluted earnings per share attributable to Clearway Energy, Inc. common stockholders | ||||
| Net income attributable to Clearway Energy, Inc. | $80 | $193 | $25 | $60 |
| Weighted average number of common shares outstanding — basic and diluted | 35 | 83 | 35 | 83 |
| Earnings per weighted average common share — basic and diluted | $2.32 | $2.32 | $0.72 | $0.72 |
(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 September 30, 2025 | ||||
|---|---|---|---|---|
| (In millions) | Flexible Generation | Renewables & Storage | Corporate (a) | Total |
| Operating revenues | $106 | $323 | $— | $429 |
| Cost of operations, exclusive of depreciation, amortization and accretion shown separately below | 31 | 97 | — | 128 |
| Depreciation, amortization and accretion | 28 | 148 | — | 176 |
| General and administrative | — | — | 10 | 10 |
| Transaction and integration costs | — | — | 3 | 3 |
| Operating income (loss) | 47 | 78 | (13) | 112 |
| Equity in earnings of unconsolidated affiliates | — | 15 | — | 15 |
| Other income, net | 1 | 6 | — | 7 |
| Loss on debt extinguishment | — | (7) | — | (7) |
| Interest expense | (9) | (61) | (28) | (98) |
| Income (loss) before income taxes | 39 | 31 | (41) | 29 |
| Income tax benefit | — | — | (31) | (31) |
| Net Income (Loss) | 39 | 31 | (10) | 60 |
| Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests | — | (322) | 146 | (176) |
| Net Income (Loss) Attributable to Clearway Energy, Inc. | $39 | $353 | $(156) | $236 |
| Balance Sheet | ||||
| Equity investments in affiliates | $72 | $229 | $— | $301 |
| Capital expenditures (b) | 2 | 71 | — | 73 |
| Total Assets | $1,859 | $14,123 | $84 | $16,066 |
| Three months ended September 30, 2024 | ||||
|---|---|---|---|---|
| (In millions) | Flexible Generation | Renewables & Storage | Corporate (a) | Total |
| Operating revenues | $102 | $384 | $— | $486 |
| Cost of operations, exclusive of depreciation, amortization and accretion shown separately below | 41 | 95 | (1) | 135 |
| Depreciation, amortization and accretion | 29 | 135 | — | 164 |
| General and administrative | — | — | 9 | 9 |
| Operating income (loss) | 32 | 154 | (8) | 178 |
| Equity in earnings of unconsolidated affiliates | 1 | 12 | — | 13 |
| Other income, net | 1 | 6 | 1 | 8 |
| Interest expense | (9) | (106) | (24) | (139) |
| Income (loss) before income taxes | 25 | 66 | (31) | 60 |
| Income tax expense | — | — | 33 | 33 |
| Net Income (Loss) | 25 | 66 | (64) | 27 |
| Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests | — | (58) | 49 | (9) |
| Net Income (Loss) Attributable to Clearway Energy, Inc. | $25 | $124 | $(113) | $36 |
| Balance Sheet | ||||
| Equity investments in affiliates | $75 | $247 | $— | $322 |
| Capital expenditures (b) | 1 | 24 | — | 25 |
| Nine months ended September 30, 2025 | ||||
|---|---|---|---|---|
| (In millions) | Flexible Generation | Renewables & Storage | Corporate (a) | Total |
| Operating revenues | $224 | $895 | $— | $1,119 |
| Cost of operations, exclusive of depreciation, amortization and accretion shown separately below | 86 | 295 | — | 381 |
| Depreciation, amortization and accretion | 84 | 418 | — | 502 |
| General and administrative | — | — | 31 | 31 |
| Transaction and integration costs | — | — | 8 | 8 |
| Operating income (loss) | 54 | 182 | (39) | 197 |
| Equity in earnings of unconsolidated affiliates | — | 27 | — | 27 |
| Other income, net | 3 | 17 | 2 | 22 |
| Loss on debt extinguishment | — | (7) | — | (7) |
| Interest expense | (27) | (195) | (75) | (297) |
| Income (loss) before income taxes | 30 | 24 | (112) | (58) |
| Income tax benefit | — | — | (26) | (26) |
| Net Income (Loss) | 30 | 24 | (86) | (32) |
| Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests | — | (483) | 178 | (305) |
| Net Income (Loss) Attributable to Clearway Energy, Inc. | $30 | $507 | $(264) | $273 |
| Balance Sheet | ||||
| Capital expenditures (b) | $4 | $158 | $— | $162 |
| Nine months ended September 30, 2024 | ||||
|---|---|---|---|---|
| (In millions) | Flexible Generation | Renewables & Storage | Corporate (a) | Total |
| Operating revenues | $266 | $849 | $— | $1,115 |
| Cost of operations, exclusive of depreciation, amortization and accretion shown separately below | 109 | 271 | (2) | 378 |
| Depreciation, amortization and accretion | 88 | 383 | — | 471 |
| General and administrative | — | — | 29 | 29 |
| Transaction and integration costs | — | — | 4 | 4 |
| Operating income (loss) | 69 | 195 | (31) | 233 |
| Equity in earnings of unconsolidated affiliates | 2 | 31 | — | 33 |
| Other income, net | 4 | 23 | 9 | 36 |
| Loss on debt extinguishment | — | (3) | — | (3) |
| Interest expense | (25) | (186) | (73) | (284) |
| Income (loss) before income taxes | 50 | 60 | (95) | 15 |
| Income tax expense | — | — | 30 | 30 |
| Net Income (Loss) | 50 | 60 | (125) | (15) |
| Less: Net (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests | — | (183) | 83 | (100) |
| Net Income (Loss) Attributable to Clearway Energy, Inc. | $50 | $243 | $(208) | $85 |
| Balance Sheet | ||||
| Capital expenditures (b) | $7 | $129 | $— | $136 |
Note 10 —Income Taxes
Effective Tax Rate
The income tax provision consisted of the following amounts:
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| (In millions, except percentages) | ||||
| Income (loss) before income taxes | $29 | $60 | $(58) | $15 |
| Income tax (benefit) expense | (31) | 33 | (26) | 30 |
| Effective income tax rate | (106.9)% | 55.0% | 44.8% | 200.0% |
For the three and nine months ended September 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 $22 million for the three months ended September 30, 2025 and 2024, respectively. The Company incurred total expenses for these services of $61 million and $59 million for the nine months ended September 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 $10 million and $12 million due to RENOM as of September 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 $8 million and $5 million for the three months ended September 30, 2025 and 2024, respectively. The Company incurred expenses under these agreements of $19 million and $17 million for the nine months ended September 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 September 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 $1 million for the three months ended September 30, 2025 and 2024, respectively. The Company incurred net expenses under these agreements of $18 million and $4 million for the nine months ended September 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 September 30, 2025 and December 31, 2024, respectively.
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