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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Title of each class	Trading Symbol		Name of each exchange on which registered
Ordinary Shares, nominal value $0.10 per share	AY		NASDAQ Global Select Market

Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐
		Emerging growth company ☐

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	160
A.	Debt Securities	160
B.	Warrants and Rights	160
C.	Other Securities	160
D.	American Depositary Shares	160
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	161
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	161
ITEM 15.	CONTROLS AND PROCEDURES	161
ITEM 16.	RESERVED	162
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	162
ITEM 16B.	CODE OF ETHICS	162
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	162
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	164
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	164
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	164
ITEM 16G.	CORPORATE GOVERNANCE	165
ITEM 16H.	MINE SAFETY DISCLOSURE	165
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	165
ITEM 17.	FINANCIAL STATEMENTS	165
ITEM 18.	FINANCIAL STATEMENTS	165
ITEM 19.	EXHIBITS	166

•	the condition of the debt and equity capital markets and our ability to borrow additional funds, refinance existing debt and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;

•	the ability of our counterparties, including Pemex and Eskom, to satisfy their financial commitments or business obligations and our ability to seek new counterparties in a competitive market;

•	government regulation, including compliance with regulatory and permit requirements and changes in tax laws, market rules, rates, tariffs, environmental laws and policies affecting renewable energy;

•	changes in tax laws and regulations;

•	risks relating to our activities in areas subject to economic, social and political uncertainties;

•	our ability to finance and make new investments and acquisitions on favorable terms or to close outstanding acquisitions;

•	risks relating to new assets and businesses which have a higher risk profile and our ability to transition these successfully;

•	potential environmental liabilities and the cost and conditions of compliance with applicable environmental laws and regulations;

•	risks related to our reliance on third-party contractors or suppliers;

•	risks related to our ability to maintain appropriate insurance over our assets;

•	risks related to our facilities not performing as expected, unplanned outages, higher than expected operating costs and/ or capital expenditures;

•	risks related to our exposure in the labor market;

•	potential issues arising with our employees and our O&M suppliers’ employees including disagreement with employees’ unions and subcontractors;

•	risks related to extreme and chronic weather events related to climate change could damage our assets or result in significant liabilities and cause an increase in our operation and maintenance costs;

•	the effects of litigation and other legal proceedings (including bankruptcy) against us our subsidiaries, our assets and our employees;

•	price fluctuations, revocation and termination provisions in our off-take agreements and power purchase agreements;

•	risks related to information technology systems and cyber-attacks could significantly impact our operations and business;

•	our electricity generation, our projections thereof and factors affecting production;

•	our guidance targets or expectations with respect to Adjusted EBITDA derived from low-carbon footprint assets;

•	our ability to grow organically and investments in new assets;

•	risks related to our ability to develop renewable projects is subject to construction risks and risks associated with the arrangements with our joint venture partners;

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risks related to our current or previous relationship with Abengoa, our former largest shareholder and currently one of our operation and maintenance suppliers, including bankruptcy, reputational risk and particularly the potential impact of Abengoa S.A.’s insolvency filing and Abenewco1, S.A.’s potential insolvency filing, as well as litigation risk;

•	risks related to our relationship with our shareholders, including Algonquin, our major shareholder;

•	potential impact of the continuance of the COVID-19 pandemic on our business and our off-takers’, financial condition, results of operations and cash flows;

•	reputational and financial damage caused by our off-takers PG&E, Pemex and Eskom;

•	risks related to the proposed electricity constitutional reform in Mexico and the potential impact on us;

•	our plans relating to our financings, including refinancing plans;

•	our plans relating to our “at-the-market program” and the use of proceeds from the offering thereunder;

•	risks related to recent Russian military actions across Ukraine and the potential actions and reactions of other parties that may be involved in such conflict; and

•	other factors discussed under “Risk Factors”.

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references to “2020 Green Private Placement” refer to the €290 million (approximately $330 million) senior secured notes maturing on June 20, 2026 which were issued under a senior secured note purchase agreement entered with a group of institutional investors as purchasers of the notes issued thereunder as further described in “Item 5.B— Operating and Financial Review and Prospects— Liquidity and Capital Resources— Corporate debt agreements —2020 Green Private Placement”;

•	references to “Abengoa” refer to Abengoa, S.A., together with its subsidiaries, unless the context otherwise requires;

•	references to “ACT” refer to the gas-fired cogeneration facility located inside the Nuevo Pemex Gas Processing Facility near the city of Villahermosa in the State of Tabasco, Mexico;

•	references to “Adjusted EBITDA” have the meaning set forth in the Section entitled “Presentation of Financial Information—Non-GAAP Financial Measures” in the section below;

•	references to “Algonquin” refer to, as the context requires, either Algonquin Power & Utilities Corp., a North American diversified generation, transmission and distribution utility, or Algonquin Power & Utilities Corp. together with its subsidiaries;

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references to “Algonquin ROFO Agreement” refer to the agreement we entered into with Algonquin on March 5, 2018, under which Algonquin granted us a right of first offer to purchase any of the assets offered for sale located outside of the United States or Canada as amended from time to time. See “Item 7.B—Related Party Transactions—ROFO Agreements”;

•	references to “Amherst Island Partnership” or “AIP” refer to the holding company of Windlectric Inc;

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references to “Annual Consolidated Financial Statements” refer to the audited annual consolidated financial statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019, including the related notes thereto, prepared in accordance with IFRS as issued by the IASB (as such terms are defined herein), included in this annual report;

•	references to “ASI Operations” refer to ASI Operations LLC;

•	references to “Atlantica” refer to Atlantica Sustainable Infrastructure plc and, where the context requires, Atlantica Sustainable Infrastructure plc together with its consolidated subsidiaries;

•	references to “Atlantica Jersey” refer to Atlantica Sustainable Infrastructure Jersey Limited, a wholly-owned subsidiary of Atlantica;

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references to “ATM Plan Letter Agreement” refer to the agreement by and among the Company and Algonquin dated August 3, 2021, pursuant to which the Company offers Algonquin shall have the right but not the obligation, on a quarterly basis, to purchase a number of ordinary shares to maintain its percentage interest in Atlantica at the average price of the shares sold under the Distribution Agreement in the previous quarter, as adjusted;

•	references to “ATN” refer to ATN S.A., the operational electronic transmission asset in Peru, which is part of the Guaranteed Transmission System;

•	references to “ATS” refer to ABY Transmision Sur S.A.;

•	references to “AYES Canada” refer to Atlantica Sustainable Infrastructure Energy Solutions Canada Inc., a vehicle formed by Atlantica and Algonquin to channel co-investment opportunities;

•	references to “Befesa Agua Tenes” refer to Befesa Agua Tenes, S.L.U;

•	references to “cash available for distribution” or “CAFD” refer to the cash distributions received by the Company from its subsidiaries minus cash expenses of the Company, including third-party debt service and general and administrative expenses;

•	references to “CAISO” refer to the California Independent System Operator;

•	references to “Calgary District Heating” or “Calgary” refer to the 55 MWt thermal capacity district heating asset in the city of Calgary which we acquired in May 2021;

•	references to “CENACE” refer to Centro Nacional de Control de Energía, the Mexican decentralized public agency, and an Independent System Operator;

•	references to “Chile PV 1” refer to the solar PV plant of 55 MW located in Chile;

•	references to “Chile PV 2” refer to the solar PV plant of 40 MW located in Chile;

•	references to “Chile TL3” refer to the 50-mile transmission line located in Chile;

•	references to “Chile TL4” refer to the 63-mile transmission line located in Chile;

•	references to “CNMC” refer to Comision Nacional de los Mercados y de la Competencia, the Spanish state-owned regulator;

•	references to “COD” refer to the commercial operation date of the applicable facility;

•	references to “Coso” refer to the 135 MW geothermal plant located in California;

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references to the “Distribution Agreement” refer to the agreement entered into with J.P. Morgan Securities LLC, as sales agent, dated August 3, 2021, under which the Company may offer and sell from time to time up to $150 million of our ordinary shares and pursuant to which J.P. Morgan Securities LLC may sell our ordinary shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended;

•	references to “DOE” refer to the U.S. Department of Energy;

•	references to “DTC” refer to The Depository Trust Company;

•	references to “EMEA” refer to Europe, Middle East and Africa;

•	references to “EPACT” refer to the Energy Policy Act of 2005;

•	references to “ESG” refer to environmental, social and corporate governance;

•	references to “Eskom” refer to Eskom Holdings SOC Limited, together with its subsidiaries, unless the context otherwise requires;

•	references to “EURIBOR” refer to Euro Interbank Offered Rate, a daily reference rate published by the European Money Markets Institute, based on the average interest rates at which Eurozone banks offer to lend unsecured funds to other banks in the euro wholesale money market;

•	references to “EU” refer to the European Union;

•	references to “Exchange Act” refer to the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder;

•	references to “Federal Financing Bank” refer to a U.S. government corporation by that name;

•	references to “FERC” refer to the U.S. Federal Energy Regulatory Commission;

•	references to “Fitch” refer to Fitch Ratings Inc.;

•	references to “FPA” refer to the U.S. Federal Power Act;

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references to “Green Exchangeable Notes” refer to the $115 million green exchangeable senior notes due in 2025 issued by Atlantica Jersey on July 17, 2020, and fully and unconditionally guaranteed on a senior, unsecured basis, by Atlantica, as further described in “Item 5.B— Operating and Financial Review and Prospects—Liquidity and Capital Resources— Corporate debt agreements —Green Exchangeable Notes”;

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references to “Green Project Finance” refer to the green project financing agreement entered into between Logrosan, the sub-holding company of Solaben 1 & 6 and Solaben 2 & 3, as borrower, and ING Bank, B.V. and Banco Santander S.A., as lenders, as further described in “Item 5.B— Operating and Financial Review and Prospects—Liquidity and Capital Resources— Corporate debt agreements —Green Project Finance”;

•	references to “Green Senior Notes” refer to the $400 million green senior notes due in 2028, as further described in “Item 5.B—Liquidity and Capital Resources— Corporate debt agreements —Green Senior Notes”;

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references to “gross capacity” refer to the maximum, or rated, power generation capacity, in MW, of a facility or group of facilities, without adjusting for the facility’s power parasitics’ consumption, or by our percentage of ownership interest in such facility as of the date of this annual report;

•	references to “GWh” refer to gigawatt hour;

•	references to “IAS” refer to International Accounting Standards issued by the IASB;

•	references to “IASB” refer to the International Accounting Standards Board;

•	references to “IFRIC 12” refer to International Financial Reporting Interpretations Committee’s Interpretation 12—Service Concessions Arrangements;

•	references to “IFRS as issued by the IASB” refer to International Financial Reporting Standards as issued by the IASB;

•	references to “IPO” refer to our initial public offering of ordinary shares in June 2014;

•	references to “Italy PV” refer to the six solar PV plants located in Italy with combined capacity of 6.2 MW;

•	references to “ITC” refer to investment tax credits;

•	references to “Kaxu” refer to the 100 MW solar plant located in South Africa;

•	references to “La Sierpe” refer to the 20 MW solar PV plant located in Colombia;

•	references to “Liberty GES” refer to Liberty Global Energy Solutions B.V., a subsidiary of Algonquin (formerly known as Abengoa-Algonquin Global Energy Solutions B.V. (AAGES)) which invests in the development and construction of contracted clean energy and water infrastructure assets;

•	references to “Liberty Interactive” refer to Liberty Interactive Corporation;

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references to “Liberty Interactive Ownership Interest in Solana” refer to Class A membership interests of ASO Holdings Company LLC (the holding company of Arizona Solar One LLC, owner of the 250 MW net (280 MW gross) solar electric generation facility located in Maricopa County, Arizona, known as the Solana plant), previously owned by Liberty Interactive and purchased by us on August 17, 2020;

•	references to “LIBOR” refer to London Interbank Offered Rate;

•	references to “Liberty GES ROFO Agreement” refer to the agreement we entered into with Liberty GES on March 5, 2018, that provides us a right of first offer to purchase any of the assets offered for sale thereunder, as amended and restated from time to time;

•	references to “Logrosan” refer to Logrosan Solar Inversiones, S.A.;

•	references to “Lost time injury rate” refer to the total number of recordable accidents with leave (lost time injury) recorded in the last 12 months per two hundred thousand worked hours;

•	references to “LTIP” refer to the long-term incentive plans approved by the Board of Directors;

•	references to “MACRS” refer to the Modified Accelerated Cost Recovery System;

•	references to “M ft3” refer to million standard cubic feet;

•	references to “Monterrey” refer to the 142 MW gas-fired engine facility including 130 MW installed capacity and 12 MW battery capacity, located in Monterrey, Mexico;

•	references to “Multinational Investment Guarantee Agency” refer to the Multinational Investment Guarantee Agency, a financial institution member of the World Bank Group which provides political insurance and credit enhancement guarantees;

•	references to “MW” refer to megawatts;

•	references to “MWh” refer to megawatt hour;

•	references to “MWt” refer to thermal megawatts;

•	references to “Moody’s” refer to Moody’s Investor Service Inc.;

•	references to “NEPA” refer to the National Environment Policy Act;

•	references to “NOL” refer to net operating loss;

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references to “Note Issuance Facility 2017” refer to the senior secured note facility dated February 10, 2017, of €275 million (approximately $313 million), with Elavon Financial Services DAC, UK Branch, as facility agent and a group of funds managed by Westbourne Capital, as purchasers of the notes issued thereunder, which was fully repaid in April 2020;

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references to “Note Issuance Facility 2019” refer to the senior unsecured note facility dated April 30, 2019, as amended on May 14, 2019, October 23, 2020 and March 30, 2021 for a total amount of €268 million, (approximately $305 million) , with Lucid Agency Services Limited, as facility agent and a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder which was fully repaid on June 4, 2021;

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references to “Note Issuance Facility 2020” refer to the senior unsecured note facility dated July 8, 2020, as amended on March 30, 2021 of €140 million (approximately $159 million), with Lucid Agency Services Limited, as facility agent and a group of funds managed by Westbourne Capital, as purchasers of the notes issued thereunder;

•	references to “O&M” refer to operation and maintenance services provided at our various facilities;

•	references to “operation” refer to the status of projects that have reached COD (as defined above);

•	references to “Pemex” refer to Petróleos Mexicanos;

•	references to “PFIC” refer to passive foreign investment company within the meaning of Section 1297 of the US Inland Revenue Code (the “IRC”);

•	references to “PG&E” refer to PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, collectively;

•	references to “PPA” refer to the power purchase agreements through which our power generating assets have contracted to sell energy to various off-takers;

•	references to “PTC” refer to production tax credits;

•	references to “PTS” refer to Pemex Transportation System;

•	references to “PV” refer to photovoltaic power;

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references to “Revolving Credit Facility” refer to the credit and guaranty agreement with a syndicate of banks entered into on May 10, 2018 as amended on January 24, 2019, August 2, 2019, December 17, 2019 and August 28, 2020 and March 1, 2021 providing for a senior secured revolving credit facility in an aggregate principal amount of $450 million;

•	references to “Rioglass” refer to Rioglass Solar Holding, S.A.;

•	references to “ROFO” refer to a right of first offer;

•	references to “ROFO Agreements” refer to the Liberty GES ROFO Agreement and Algonquin ROFO Agreement;

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references to “RPS” refer to renewable portfolio standards adopted by 29 U.S. states and the District of Columbia that require a regulated retail electric utility to procure a specific percentage of its total electricity delivered to retail customers in the respective state from eligible renewable generation resources, such as solar or wind generation facilities, by a specific date;

•	references to “RRRE” refer to the Specific Remuneration System Register in Spain;

•	references to the “Shareholders’ Agreement” refer to the agreement by and among Algonquin Power & Utilities Corp., Abengoa-Algonquin Global Energy Solutions and Atlantica, dated March 5, 2018, as amended;

•	references to “Skikda” refer to the seawater desalination plant in Algeria, which is 34% owned by Atlantica;

•	references to “Solaben Luxembourg” refer to Solaben Luxembourg S.A;

•	references to “Solnova 1, 3 & 4” refer to a 150 MW concentrating solar power facility wholly owned by Atlantica, located in the municipality of Sanlucar la Mayor, Spain;

•	references to “S&P” refer to S&P Global Rating;

•	references to “Tenes” refer to Ténès Lilmiyah SpA, a water desalination plant in Algeria, which is 51% owned by Befesa Agua Tenes;

•	references to “U.K.” refer to the United Kingdom;

•	references to “U.S.” or “United States” refer to the United States of America;

•	references to “Vento II” refer to the wind portfolio in the U.S. in which we acquired a 49% interest in June 2021; and

•	references to “we,” “us,” “our,” “Atlantica” and the “Company” refer to Atlantica Sustainable Infrastructure plc and its consolidated subsidiaries, unless the context otherwise requires.

•	they do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•	they do not reflect changes in, or cash requirements for, our working capital needs;

•	they may not reflect the significant interest expense, or the cash requirements necessary, to service interest or principal payments, on our debts;

•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often need to be replaced in the future and Adjusted EBITDA does not reflect any cash requirements that would be required for such replacements; and

•	the fact that other companies in our industry may calculate Adjusted EBITDA differently than we do, which limits their usefulness as comparative measures.

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 3.

KEY INFORMATION

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Our failure to maintain safe work environments may expose us to significant financial losses, as well as civil and criminal liabilities.

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Counterparties to our off-take agreements may not fulfill their obligations and, as our agreements expire, we may not be able to replace them on similar terms or at all in light of increasing competition.

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Certain agreements under which we conduct some of our operations are subject to revocation, termination or tariff reduction.

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The performance of our assets under our PPAs or concession contracts may be adversely affected by problems including those related to our reliance on third-party contractors and suppliers.

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Supplier concentration may expose us to significant financial credit or performance risk.

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Certain of our facilities may not perform as expected.

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Maintenance, expansion and refurbishment of facilities involve significant risks that could result in unplanned power outages or reduced output or availability.

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Our business may be adversely affected by an increased number of extreme and chronic weather events including related to climate change.

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The generation of electric energy from renewable energy sources depends heavily on suitable meteorological conditions, and if solar or wind conditions are unfavorable, or if the geothermal resource is lower than expected, our electricity generation, and therefore revenue from our renewable energy generation facilities using our systems, may be substantially below our expectations.

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Our insurance may be insufficient to cover relevant risks or the cost of our insurance may increase

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We may have joint venture partners or other co-investors with whom we have material disagreements

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The operation and maintenance of most of our assets is labor intensive, and therefore work stoppages by employees could harm our business.

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Revenue from some of our renewable energy facilities is or may be partially exposed to market electricity prices.

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Our information technology and communications systems are subject to cybersecurity risk and other risks. The failure of these systems could significantly impact our operations and business.

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Algonquin is our largest shareholder and exercises substantial influence over us.

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Our ownership structure and certain agreements may create significant conflicts of interest that may be resolved in a manner that is not in our best interests.

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If Abengoa defaults on certain of its debt obligations, including as a result of the insolvency filing by their holding company Abengoa S.A., we could potentially be in default of certain of our project financing agreements.

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Abengoa’s financial condition including the recent insolvency filing by Abengoa S.A. could affect its ability to satisfy its obligations with us under different agreements, such as operation and maintenance agreements, and may affect our reputation.

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Legal proceedings involving Abengoa S.A. and its current and previous insolvency processes and events and circumstances that led to them could affect us.

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Our indebtedness could limit our ability to react to changes in the economy or our industry, expose us to the risk of increased interest rates and limit our activities due to covenants in existing financing agreements. It could also adversely affect the ability of our project subsidiaries to make distributions Atlantica Sustainable Infrastructure plc, our ability to fund our operations, pay dividends or raise additional capital.

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We may not be able to arrange the required or desired financing for investments and acquisitions and for the successful refinancing of the Company’s project level and corporate level indebtedness.

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Potential future defaults by our subsidiaries, off-takers, suppliers and Abengoa could adversely affect us.

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We may not be able to identify or consummate future investments and acquisitions on favorable terms, or at all.

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Our ability to develop renewable projects is subject to construction risks and risks associated with the arrangements with our joint venture partners.

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In order to grow our business, we may invest in or acquire assets or businesses which have a higher risk profile or are less ESG-friendly than certain assets in our current portfolio.

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We cannot guarantee the success of our recent and future investments.

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Our cash dividend policy may limit our ability to grow and make investments through cash on hand.

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We have international operations and investments, including in emerging markets that could be subject to economic, social and political uncertainties.

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We are subject to extensive governmental regulation in a number of different jurisdictions, including stringent environmental regulation.

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Government regulations could change at any time.

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Revenues in our solar assets in Spain are subject to review every six years.

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If approved, the proposed electricity constitutional reform in Mexico may have a negative impact on our current assets and might impact negatively on our ability to grow in that country.

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We may not be able to pay a specific or increasing level of cash dividends to holders of our shares in the future.

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Future sales of our shares by Algonquin or its lenders or by other substantial shareholders may cause the price of our shares to fall.

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Changes in our tax position can significantly affect our reported earnings and cash flows.

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Our future tax liability may be greater than expected if we do not use sufficient NOLs to offset our taxable income.

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Our ability to use U.S. NOLs to offset future income may be limited.

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Acute physical. Severe and extreme weather events include severe winds and rains, hail, hurricanes, cyclones, droughts, as well as the risk of fire and flooding, among others and are becoming more frequent as a result of climate change. Any of these extreme weather events could cause damage to our assets and/or business interruption.

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Severe floods could damage our transmission lines, our solar generation assets or our water facilities.

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Severe winds could cause damage the solar fields at our solar assets.

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Storms with intense lightning activity could damage our plants, especially our wind farms.

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Severe droughts could result in water restrictions that may affect our operations and which may force us to stop generation at some of our facilities. For example, some regions in Spain are currently experiencing a severe drought, which may affect our facilities. A deterioration of the quality of the water would also have an impact on chemical costs in our water treatment plants at our generating facilities.

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If our transmission assets caused a fire, we could be found liable if the fire damaged third parties.

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Severe winter weather, like the storm in February 2021 in Texas, could cause supply from wind farms to decline due to wind turbine equipment freezing. Also, natural gas assets could trip offline due to operational issues caused by freezing conditions.

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Rising temperatures and droughts could cause wildfires like the ones that have affected California starting in 2017. In California wildfires have been especially catastrophic, causing human fatalities and significant material losses. Although our assets in California are located in areas without trees and vegetation, wildfires affected one of our clients in the recent past. One of our off-takers is PG&E, a large utility in California which filed for bankruptcy protection under Chapter 11 due to large liabilities caused by its potential involvement in wildfires in California in 2017 and 2018. On July 1, 2020, PG&E emerged from Chapter 11. (see “Downstream” described below).

•	Chronic physical. An increase in temperatures can reduce efficiency and increase operating costs at our plants.

o

The Emissions Gaps Report issued by the United Nations Environment Program (UNEP) in October 2021 states that even if all unconditional Nationally Determined Contributions combined with other mitigation measures put the world on track for a global temperature rise of 2.7°C (rise of 4.9ºF) by the end of the century. That is well above the goals of the Paris climate agreement and would lead to catastrophic changes in the Earth’s climate).

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Lower turbine efficiency in our efficient natural gas asset.

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Reduced efficiency at our solar photovoltaic generation assets.

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Lower air density at our wind facilities.

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Higher consumption of chemicals used for operational purposes at our water treatment plants.

o

A reduction of mean precipitations may result in a reduction of availability of water from aquifers and could also modify the main water properties at our generation facilities.

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Current Regulation. Atlantica is directly affected by environmental regulation at all our assets. This includes climate-related risks driven by laws, regulation, taxation, disclosure of emissions and other practices. As an example, we are subject to the requirements of the U.K. Climate Change Act 2008 on greenhouse gas (“GHG”) emissions reporting, and the Commission Regulation (EU) No 601/2012. Two U.S. solar plants are also subject to the permits under the Clean Air Act.

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Emerging Regulation. Changes in regulation could have a negative impact on Atlantica's growth or cause an increase in costs. Renewable energy projects currently benefit from various U.S. federal, state and local governmental incentives. These policies have had a significant impact on the development of renewable energy and they could change. These incentives make the development of renewable energy projects more competitive by providing tax credits, accelerated depreciation and expensing for a portion of the development costs. A reduction in such incentives could decrease the attractiveness of renewable energy to developers, utilities, retailers and customers. In addition, an increase in regulation could cause an increase in our compliance costs. See “—VII Risks Related to Regulation — Government regulations could change at any time and such changes may negatively impact our current business and growth strategy”.

•	Reputation. Decreased access to capital.

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Downstream. Some of our clients are large utilities or industrial corporations. These are also exposed to significant climate change related risks, including current and emerging regulation, acute and chronic physical risks. A negative climate-related risk impact on our clients, including their credit quality could lead to their inability to comply with their obligations under our existing contracts. For example, one of our off-takers, PG&E, a large utility company in California, filed for bankruptcy protection under Chapter 11 due to liabilities related to its potential involvement in wildfires in California in 2017 and 2018. PG&E is the off-taker for our Mojave asset and emerged from Chapter 11 on July 1, 2020. During this process, California Legislature approved Assembly Bill 1054 which among other reforms created a Wildfire Fund, which would be available for eligible electric utility companies to pay eligible claims for liabilities arising from wildfires. If our clients are affected by climate related risks, this could impact their credit quality and affect their ability to comply with the existing contract.

II.	Risks Related to the COVID-19 Pandemic

III.	Risks Related to Our Relationship with Algonquin and Abengoa

IV.	Risks Related to Our Indebtedness

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increasing our vulnerability to general economic and industry conditions;

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requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to pay dividends to holders of our shares or to use our cash flow to fund our operations, capital expenditures and future business opportunities;

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limiting our ability to enter into long-term power sales, fuel purchases and swaps which require credit support;

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limiting our ability to fund operations or future investments and acquisitions;

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restricting our ability to make certain distributions with respect to our shares and the ability of our subsidiaries to make certain distributions to us, in light of restricted payment and other financial covenants in our credit facilities and other financing agreements;

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exposing us to the risk of increased interest rates because a portion of some of our borrowings (below 10% as of December 31, 2021 after giving effect to hedging agreements) are at variable interest rates;

•

limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, investments and acquisitions and general corporate or other purposes, and limiting our ability to post collateral to obtain such financing; and

•

limiting our ability to adjust to changing market conditions and placing us at a disadvantage compared to our competitors who have less debt.

•

reducing our receipt of dividends, fees, interest payments, loans and other sources of cash, since the project company will typically be prohibited from distributing cash to us and our subsidiaries until the event of default is cured or waived;

•

default under our other debt instruments;

•

causing us to record a loss in the event the lender forecloses on the assets of the project company; and

•

the loss or impairment of investors and project finance lenders’ confidence in us.

V.	Risks Related to Our Growth Strategy

VI.	Risks Related to the Markets in Which We Operate

VII.	Risks Related to Regulation

•

public opposition will not result in delays, modifications to or cancellation of any project or license;

•

laws or regulations will not change or be interpreted in a manner that increases our costs of compliance or require new investments and may have a material adverse effect on our business, financial condition, results of operations and cash flows, including preventing us from operating an asset if we are not in compliance; or

•

governmental authorities will approve our environmental impact studies where required to implement proposed changes to operational projects.

VIII.

Risks Related to Ownership of Our Shares

•

operational performance of our assets;

•

potential capital expenditure requirements in our assets in the case there were technical problems or environmental or regulatory requirements or unanticipated increases in construction and design costs;

•

adverse weather;

•

our debt service requirements and other liabilities;

•

fluctuations in our working capital needs;

•

fluctuations in foreign exchange rates;

•

the level of our operating and general and administrative expenses,

•

seasonal variations in revenues generated by the business;

•

losses experienced not covered by insurance;

•

shortage of qualified labor;

•

restrictions contained in our debt agreements (including our project-level financing);

•

our ability to borrow funds, including intercompany loans;

•

changes in our revenues and/or cash generation in our assets due to delays in collections from our off-takers, legal disputes regarding contact terms, adjustments contemplated in existing regulation or changes in regulation or taxes in the countries in which we operate, or adverse weather conditions;

•

potential restrictions on payment of dividends arising from cross-default provisions with Abengoa in our Kaxu project financing agreements;

•

other business risks affecting our cash levels;

•

unfavorable regional, national or global economic and market conditions; and

•

changes in accounting and financial reporting standards.

IX.	Risks Related to Taxation

X.	Other Risks

ITEM 4.

INFORMATION OF THE COMPANY

A.	History and Development of the Company

B.	Business Overview

Assets	Type	Ownership	Location	Currency(9)	Capacity (Gross)	Counterparty Credit Ratings(10)	COD*	Contract Years Remaining(16)
Solana	Renewable (Solar)	100%	Arizona (USA)	USD	280 MW	BBB+/A3/BBB+	2013	22
Mojave	Renewable (Solar)	100%	California (USA)	USD	280 MW	BB-/--/BB	2014	18
Coso	Renewable (Geothermal)	100%	California (USA)	USD	135 MW	Investment grade (14)	1987/ 1989	17
Elkhorn Valley	Renewable (Wind)	49%	Oregon (USA)	USD	101 MW	BBB/A3/--	2007	6
Prairie Star	Renewable (Wind)	49%	Minnesota (USA)	USD	101 MW	--/A3/A-	2007	6
Twin Groves II	Renewable (Wind)	49%	Illinois (USA)	USD	198 MW	BBB-/Baa2/--	2008	4
Lone Star II	Renewable (Wind)	49%	Texas (USA)	USD	196 MW	Not rated	2008	1
Chile PV 1	Renewable (Solar)	35%(8)	Chile	USD	55 MW	N/A	2016	N/A
Chile PV 2	Renewable (Solar)	35%(8)	Chile	USD	40 MW	Not rated	2017	9
La Sierpe	Renewable (Solar)	100%	Colombia	COP	20 MW	Not rated	2021	14
Palmatir	Renewable (Wind)	100%	Uruguay	USD	50 MW	BBB/Baa2/BBB-(12)	2014	12
Cadonal	Renewable (Wind)	100%	Uruguay	USD	50 MW	BBB/Baa2/BBB-(12)	2014	13
Melowind	Renewable (Wind)	100%	Uruguay	USD	50 MW	BBB/Baa2/BBB-(12)	2015	14
Mini-Hydro	Renewable (Hydraulic)	100%	Peru	USD	4 MW	BBB+/Baa1/BBB	2012	11
Solaben 2 & 3	Renewable (Solar)	70%(1)	Spain	Euro	2x50 MW	A/Baa1/A-	2012	16/16
Solacor 1 & 2	Renewable (Solar)	87%(2)	Spain	Euro	2x50 MW	A/Baa1/A-	2012	15/15
PS10 & PS20	Renewable (Solar)	100%	Spain	Euro	31 MW	A/Baa1/A-	2007& 2009	10/12
Helioenergy 1 & 2	Renewable (Solar)	100%	Spain	Euro	2x50 MW	A/Baa1/A-	2011	15/15
Helios 1 & 2	Renewable (Solar)	100%	Spain	Euro	2x50 MW	A/Baa1/A-	2012	15/16
Solnova 1, 3 & 4	Renewable (Solar)	100%	Spain	Euro	3x50 MW	A/Baa1/A-	2010	13/13/14
Solaben 1 & 6	Renewable (Solar)	100%	Spain	Euro	2x50 MW	A/Baa1/A-	2013	17/17
Seville PV	Renewable (Solar)	80%(6)	Spain	Euro	1 MW	A/Baa1/A-	2006	14
Italy PV 1	Renewable (Solar)	100%	Italy	Euro	1.6 MW	BBB/Baa3/BBB	2010	9
Italy PV 2	Renewable (Solar)	100%	Italy	Euro	2.1 MW	BBB/Baa3/BBB	2011	9

Italy PV3	Renewable (Solar)	100%	Italy	Euro	2.5 MW	BBB/Baa3/BBB	2012	10
Kaxu	Renewable (Solar)	51%(3)	South Africa	Rand	100 MW	BB-/Ba2/BB-(11)	2015	13
Calgary	Efficient natural gas & Heat	100%	Canada	CAD	55 MWt	~41% A+ or higher(15)	2010	19
ACT	Efficient natural gas & Heat	100%	Mexico	USD	300 MW	BBB/ Ba3/BB-	2013	11
Monterrey	Efficient natural gas & Heat	30%	Mexico	USD	142 MW	Not rated	2018	17
ATN (13)	Transmission line	100%	Peru	USD	379 miles	BBB+/Baa1/BBB	2011	19
ATS	Transmission line	100%	Peru	USD	569 miles	BBB+/Baa1/BBB	2014	22
ATN 2	Transmission line	100%	Peru	USD	81 miles	Not rated	2015	11
Quadra 1 & 2	Transmission line	100%	Chile	USD	49 miles/ 32 miles	Not rated	2014	13/13
Palmucho	Transmission line	100%	Chile	USD	6 miles	BBB/-/A-	2007	16
Chile TL3	Transmission line	100%	Chile	USD	50 miles	A/A1/A-	1993	Regulated
Chile TL4	Transmission line	100%	Chile	USD	63 miles	Not rated	2016	50
Skikda	Water	34.2%(4)	Algeria	USD	3.5 M ft3/day	Not rated	2009	12
Honaine	Water	25.5%(5)	Algeria	USD	7 M ft3/day	Not rated	2012	16
Tenes	Water	51%(7)	Algeria	USD	7 M ft3/day	Not rated	2015	18

(1)	Itochu Corporation, holds 30% of the shares in both Solaben 2 and Solaben 3.

(2)	JGC, holds 13% of the shares in each of Solacor 1 and Solacor 2.

(3)	Kaxu is owned by the Company (51%), Industrial Development Corporation of South Africa (29%) and Kaxu Community Trust (20%).

(4)	Algerian Energy Company, SPA owns 49% of Skikda and Sacyr Agua, S.L. .(“Sacyr”) owns the remaining 16.8%.

(5)	Algerian Energy Company, SPA owns 49% of Honaine and Sacyr owns the remaining 25.5%.

(6)	Instituto para la Diversificación y Ahorro de la Energía, holds 20% of the shares in Seville PV.

(7)	Algerian Energy Company, SPA owns 49% of Tenes.

(8)	65% of the shares in Chile PV 1 and Chile PV 2 are held by financial partners at our renewable energy platform in Chile.

(9)	Certain contracts denominated in U.S. dollars are payable in local currency.

(10)	Reflects the counterparty’s credit ratings issued by Standard & Poor’s Ratings Services, or S&P, Moody’s Investors Service Inc., or Moody’s, and Fitch Ratings Ltd, or Fitch.

(11)	Refers to the credit rating of the Republic of South Africa. The offtaker is Eskom, which is a state-owned utility company in South Africa.

(12)	Refers to the credit rating of Uruguay, as UTE (Administración Nacional de Usinas y Transmisoras Eléctricas) is unrated.

(13)	Including the acquisition of ATN Expansion 1 & 2.

(14)	Refers to the credit rating of two Community Choice Aggregators: Silicon Valley Clean Energy and Monterrey Bar Community Power, both with A Rating from S&P and Southern California Public Power Authority. The third off-taker is not rated.

(15)	Refers to the credit rating of a diversified mix of 22 high credit quality clients (~41%A+ rating or higher, the rest is unrated).

(16)	As of December 31, 2021.

(*)	Commercial Operation Date.

---

−

Two PPAs representing approximately 85% of the revenues until 2026 and 60% from 2027 until 2036 with two Community Choice Aggregators (“CCAs”), Silicon Valley Clean Energy and Monterrey Bay Community Power, both with an “A” credit rating from S&P Global Rating (“S&P”).

−

A PPA for approximately 15% of the revenues until 2026, 40% from 2027 until 2036 and 50% from 2037 until 2041 with Southern California Public Power Authority (“SCPPA”), which is not rated.

•

Elkhorn Valley

•

Prairie Star

•

Twin Groves II

•

Lone Star II

−

Tranche A is a $36.0 million loan with maturity in 2034 and a floating interest rate of six-month LIBOR plus 2.9%, 81% hedged with a swap set at approximately 3.29% strike.

−

Tranche B is a $33.5 million loan with maturity in 2032 and a floating interest rate of six-month LIBOR plus 2.65%, 81% hedged with a swap set at approximately 3.16% strike.

−

Subordinated tranche for $8.1 million with maturity in 2034 and a floating interest rate of six-month LIBOR plus 5.5%.

−

40% through a swap set at approximately 3.7% for the duration of the loans.

−

60% through a cap set at approximately 1% until 2025. From January 2026 40% through a cap with approximately 3.75% strike price for the duration of the loans.

−

53% through a swap set at approximately 3.20% for the life of the financing.

−

28% through a cap with a 3.25% strike for the life of the financing.

−

In addition, we contracted caps with a 1% strike covering 19.3% of the principal of Solacor 1 and 18.2% of the principal of Solacor 2. Both caps hedge the interest rate through 2025.

−

30% through a swap set at approximately 4.07%

−

70% through a cap set at approximately 1% and 4,5% until 2025

−

From January 2026 70% through a cap with a 4.5% strike

−

a 15-year loan agreement of €218.5 million with a syndicate of banks. The interest rate for the loans is a floating rate based on six-month EURIBOR plus a margin of 2.25% until December 2025 and 2.50% until maturity. The banking tranche is 95.5% hedged through a swap set at approximately 3.8% strike and 3% hedged through a cap with a 1% strike.

−

a 17-year, fully amortizing loan agreement with an institutional investor for a €45 million with a fixed interest rate of 4.37%. In July 2020, we added a new $43 million notional amount long dated tranche of debt from the same institutional investor with 15-year maturity and with a fixed interest rate of 3.00%.

−

78% through a swap set at approximately 4.76% strike until 2027.

−

22% through a cap with a 1% strike covering the principal through 2025.

−

23% through a swap set at approximately 4.34% strike for the life of the debt.

−

77% through a cap with a 1% strike covering the principal through 2025.

−

83% through a swap set at approximately 4.87% strike for the life of the debt.

−

17% through a cap with a 1% strike covering the principal through 2025.

-

1st tranche had a principal amount of $50 million with a 15-year term with quarterly amortization and bears interest at a rate of 6.15% per year.

-

2nd tranche had a principal amount of $45 million with a 26-year term and bears interest at a rate of 7.53% per year. The second tranche has a 15-year grace period for principal repayments.

-

3rd tranche had a principal amount of $10 million with a 15-year term and bears interest at a rate of 6.88% per year.

	Useful Life		Return on Investment 2020-2022(euros/MW)			Operating Remuneration 2022 (euros/GWh)			Maximum Hours			Minimum Hours			Operating Threshold
Solaben 2	25 years		398,174			45,85			2,008			1,210			706
Solaben 3	25 years		398,174			45,85			2,008			1,210			706
Solacor 1	25 years		398,174			45,85			2,008			1,210			706
Solacor 2	25 years		398,174			45,85			2,008			1,210			706
PS 10	25 years		550,263			68,32			1,840			1,109			647
PS 20	25 years		407,269			62,46			1,840			1,109			647
Helioenergy 1	25 years		393,071			45,66			2,008			1,210			706
Helioenergy 2	25 years		393,071			45,66			2,008			1,210			706
Helios 1	25 years		407,037			46,19			2,008			1,210			706
Helios 2	25 years		407,037			46,19			2,008			1,210			706
Solnova 1	25 years		413,423			46,55			2,008			1,210			706
Solnova 3	25 years		413,423			46,55			2,008			1,210			706
Solnova 4	25 years		413,423			46,55			2,008			1,210			706
Solaben 1	25 years		403,599			46,06			2,008			1,210			706
Solaben 6	25 years		403,599			46,06			2,008			1,210			706
Seville PV	30 years		709,200			33,23			2,041			1,237			721

•	40% of the tax base before the amortization or depreciation and before the offset of tax loss carryforwards for taxpayers (subject to requirements to keep up employment levels); or

•	20% of the tax base before the amortization or depreciation and before the offset of tax loss carryforwards for taxpayers (without employment requirements).

C.	Organizational Structure

(1)	Atlantica Sustainable Infrastructure plc directly holds one share in Palmucho and 10 shares in each of Quadra 1 and Quadra 2

(2)	ATIS directly holds one share in each of Atlantica Peru S.A. (AP), ATN S.A. and ATS S.A.

(3)	30% owned by Itochu, a Japanese company

(4)	13% owned by JGC, a Japanese company

(5)	AEC holds 49% of Honaine and Skikda. Sacyr. holds 25.5% of Honaine and 16.9% of Skikda

(6)	20% of Seville PV owned by IDEA, a Spanish state-owned company

(7)	ATN holds a 75% stake in ATS

(8)	ATN holds a 25% stake in ATN2

(9)	87.5% owned by Starwood

(10)	49% owned by Industrial Development Corporation, a South African Government company

(11)	70% owned by Arroyo Energy

(12)	100% indirectly owned by Arroyo Energy Netherlands II

(13)	70% held by Algonquin

(14)	65% held by financial partners

(15)	Solar projects 100% owned by Chile Platform

(16)	51% held by EDP Renewables

(17)	Simplified structure

D.	Property, Plant and Equipment

ITEM 4A.

UNRESOLVED STAFF COMMENTS

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.	Operating Results

•

In April 2020, we made an investment in the creation of a renewable energy platform in Chile, together with financial partners, in which we now own approximately a 35% stake and have a strategic investor role. In January 2021, we closed our second investment through this platform with the acquisition of Chile PV 2, a 40 MW PV plant. Total equity investment in this new asset was $5.0 million. The platform intends to make further investments in renewable energy in Chile and sign PPAs with creditworthy off-takers.

•

In January 2021, we closed the acquisition of a 42.5% equity interest in Rioglass, a supplier of spare parts and services in the solar industry, increasing our equity interest to 57.5%. In addition, on July 22, 2021, we exercised the option to acquire the remaining 42.5% equity interest in Rioglass. The total investment made in 2021 to acquire the additional 85% equity interest, resulting in a 100% ownership, was $17.1 million.

•

In April 2021, we closed the acquisition of Coso, a 135 MW renewable asset in California. Coso is the third largest geothermal plant in the United States and provides base load renewable energy to the California Independent System Operator (California ISO). It has PPAs signed with an 18-year average contract life. The total equity investment was $130 million, which was paid in April 2021. In addition, on July 15, 2021, we repaid $40 million of project debt.

•

In May 2021, we closed the acquisition of Calgary District Heating, a district heating asset in Canada, for a total equity investment of $22.7 million. The asset has availability-based revenue with inflation indexation and 20 years of weighted average contract life at the time of the acquisition. Contracted capacity and volume payments represent approximately 80% of the total revenue.

•

In June 2021, we closed the acquisition of a 49% interest in Vento II, a 596 MW wind portfolio in the U.S. for a total equity investment of $198.3 million. EDP Renewables owns the remaining 51%. The assets have PPAs with investment grade off-takers with five-year average remaining contract life at the time of the investment.

•

In August 2021, we closed the acquisition of Italy PV 1 and Italy PV 2, two solar PV plants in Italy with a combined capacity of 3.7 MW for a total equity investment of $9 million. These assets have regulated revenues under a feed in tariff until 2030 and 2031, respectively.

•

In November 2021, we closed the acquisition of La Sierpe, a 20 MW solar PV plant in Colombia for a total equity investment of $23.5 million. The asset was acquired under our Liberty GES ROFO Agreement. We also acquired two additional solar projects in Colombia with a combined capacity of 30 MW which are currently in construction, la Tolua and Tierra Linda.

•

In December 2021, we closed the acquisition of Italy PV 3, a 2.5 MW solar portfolio in Italy for a total equity investment of $4.0 million. The four assets in the portfolio have regulated revenues under a feed in tariff until 2032.

•

In October 2018, we reached an agreement to acquire PTS, a natural gas transportation platform located in Mexico. We initially acquired a 5% stake in the project and reached an agreement to increase our equity interest. Given that the project financing did not close, in June 2021, we reached an agreement with our partner to sell our 5% ownership in the project at cost. There are no other costs or liabilities related to this investment.

•

In January 2022, we closed the acquisition of Chile TL4, a 63-mile transmission line and 2 substations in Chile for a total equity investment of $39 million. We expect to make an expansion of the line in 2022, which would represent an additional investment of approximately $8 million. The asset has fully contracted revenues in US dollars, with inflation escalation and a 50-year contract life. The off-takers are several mini-hydro plants that receive contracted or regulated payments.

		Year ended December 31,
		2021								2020								2019
		$ in millions				% of revenue				$ in millions				% of revenue				$ in millions				% of revenue
North America		$	395.8				32.7	%		$	330.9				32.6	%		$	333.0				32.9	%
South America			155.0				12.8	%			151.5				15.0	%			142.2				14.1	%
EMEA			660.9				54.5	%			530.9				52.4	%			536.3				53.0	%
Total revenue		$	1,211.7				100.0	%		$	1,013.3				100.0	%		$	1,011.5				100.0	%

		Year ended December 31,
		2021								2020								2019
		$ in millions				% of revenue				$ in millions				% of revenue				$ in millions				% of revenue
Renewable Energy		$	928.5				76.6	%		$	753.1				74.3	%		$	761.1				75.2	%
Efficient natural gas & Heat			123.7				10.2	%			111.0				11.0	%			122.3				12.1	%
Transmission Lines			105.6				8.7	%			106.1				10.5	%			103.5				10.2	%
Water			53.9				4.5	%			43.1				4.2	%			24.6				2.4	%
Total revenue		$	1,211.7				100.0	%		$	1,013.3				100.0	%		$	1,011.5				100.0	%

		Year ended December 31,
		2021								2020								2019
		$ in millions				% of revenue				$ in millions				% of revenue				$ in millions				% of revenue
North America		$	311.8				78.8	%		$	279.4				84.4	%		$	307.2				92.3	%
South America			119.6				77.2	%			120.0				79.2	%			115.4				81.2	%
EMEA			393.0				59.5	%			396.7				74.7	%			399.0				74.4	%
Adjusted EBITDA(1)		$	824.4				68.0	%		$	796.1				78.6	%		$	821.6				81.2	%

		Year ended December 31,
		2021								2020								2019
		$ in millions				% of revenue				$ in millions				% of revenue				$ in millions				% of revenue
Renewable Energy		$	602.6				64.9	%		$	576.3				76.5	%		$	604.1				79.4	%
Efficient natural gas & Heat			100.0				80.8	%			101.0				91.0	%			109.2				89.3	%
Transmission Lines			83.6				79.2	%			87.3				82.3	%			85.7				82.8	%
Water			38.2				70.9	%			31.5				73.1	%			22.6				91.9	%
Adjusted EBITDA(1)		$	824.4				68.0	%		$	796.1				78.6	%		$	821.6				81.2	%

		Year ended December 31,
		2021				2020				2019
		($ in millions)
Profit/(loss) for the year attributable to the parent company		$	(30.1	)		$	11.9			$	62.1
Profit/(loss) attributable to non-controlling interest from continued operations			19.2				4.9				12.5
Income tax expense			36.2				24.9				30.9
Depreciation and amortization, financial expense and income tax expense of unconsolidated affiliates (pro rata of our equity ownership)			18.7				13.9				3.0
Financial expense, net			340.9				331.8				402.3
Depreciation, amortization and impairment charges			439.4				408.6				310.8
Adjusted EBITDA		$	824.4			$	796.1			$	821.6

		Year ended December 31,
		2021				2020				2019
		($ in millions)
Net cash flow provided by operating activities		$	505.6			$	438.2			$	363.5
Net interest /taxes paid			342.3				287.2				299.5
Variations in working capital			3.1				10.9				125.0
Other non-monetary items			(55.8	)			43.9				25.8
Share of profit/(loss) of associates carried under the equity method, depreciation and amortization, financial expense and income tax expense of unconsolidated affiliates (pro-rata of our equity ownership) and other			29.2				15.9				7.8
Adjusted EBITDA		$	824.4			$	796.1			$	821.6

•

MW in operation in the case of Renewable energy and Efficient natural gas and heat assets, miles in operation in the case of Transmission lines and Mft3 per day in operation in the case of Water assets, are indicators which provide information about the installed capacity or size of our portfolio of assets.

•	Production measured in GWh in our Renewable energy and Efficient natural gas and heat assets provides information about the performance of these assets.

•

Availability in the case of our Efficient natural gas and heat assets, Transmission lines and Water assets also provides information on the performance of the assets. In these business segments revenues are based on availability, which is the time during which the asset was available to our client totally or partially divided by contracted availability or budgeted availability, as applicable.

		As of and for the year ended December 31,
		2021				2020				2019
Renewable Energy
MW in operation(1)			2,044				1,551				1,496
GWh produced(2)			4,655				3,244				3,236
Efficient natural gas & Heat
MW in operation(3)			398				343				343
GWh produced(4)			2,292				2,574				2,090
Availability (%)(4)			100.6	%			102.1	%			95.0	%
Transmission lines
Miles in operation			1,166				1,166				1,166
Availability (%)			100.0	%			100.0	%			100.0	%
Water
Mft3 in operation(1)			17.5				17.5				10.5
Availability (%)			97.9	%			100.1	%			101.2	%

(1)	Represents total installed capacity in assets owned or consolidated at the end of the year, regardless of our percentage of ownership in each of the assets except for Vento II for which we have included our 49% interest.

(2)	Includes 49% of Vento II wind portfolio production since its acquisition. Includes curtailment in wind assets for which we receive compensation

(3)	Includes 43 MW corresponding to our 30% share in Monterrey and 55MWt corresponding to Calgary District Heating.

(4)	GWh produced includes 30% of the production from Monterrey.

		Year ended December 31,
		2021				2020				2019
		$ in millions
Revenue		$	1,211.7			$	1,013.3			$	1,011.5
Other operating income			74.6				99.5				93.8
Employee benefit expenses			(78.7	)			(54.4	)			(32.2	)
Depreciation, amortization and impairment charges			(439.4	)			(408.6	)			(310.8	)
Other operating expenses			(414.3	)			(276.7	)			(261.8	)
Operating profit/(loss)		$	353.9			$	373.1			$	500.4
Financial income			2.7				7.1				4.1
Financial expense			(361.2	)			(378.4	)			(408.0	)
Net exchange differences			1.9				(1.4	)			2.7
Other financial income/(expense), net			15.7				40.9				(1.1	)
Financial expense, net		$	(340.9	)		$	(331.8	)		$	(402.3	)
Share of profit/(loss) of associates carried under the equity method			12.3				0.5				7.4
Profit/(loss) before income tax		$	25.3			$	41.8			$	105.6
Income tax expense			(36.2	)			(24.9	)			(30.9	)
Profit/(loss) for the year		$	(10.9	)		$	16.9			$	74.6
Profit/(loss) attributable to non-controlling interests			(19.2	)			(4.9	)			(12.5	)
Profit / (loss) for the year attributable to the parent company		$	(30.1	)		$	12.0			$	62.1
Weighted average number of ordinary shares outstanding (thousands) - basic			111,008				101,879				101,063
Weighted average number of ordinary shares outstanding (thousands) - diluted			114,523				103,392				101,063
Basic earnings per share attributable to the parent company (U.S. dollar per share)			(0.27	)			0.12				0.61
Diluted earnings per share attributable to the parent company (U.S. dollar per share)			(0.26	)			0.12				0.61
Dividend paid per share(1)			1.72				1.66				1.57

(1)

On February 26, 2021, May 4, 2021, July 30, 2021 and November 9, 2021 our board of directors approved a dividend of $0.42, $0.43, $0.43 and $0.435 per share, respectively, corresponding to the fourth quarter of 2020, the first quarter of 2021, the second quarter of 2021, and the fourth quarter of 2021, which were paid on March 22, 2021, June 15, 2021, September 15, 2021, and December 15, 2021, respectively. On February 26, 2020, May 6, 2020, July 31, 2020 and November 4, 2020, our board of directors approved a dividend of $0.41, $0.41, $0.42 and $0.42 per share corresponding to the fourth quarter of 2019, the first quarter of 2020, the second quarter of 2020 and the third quarter of 2021, respectively, which were paid on March 23, 2020, June 15, 2020, September 15, 2020 and December 15, 2020, respectively.

		Year ended December 31,
		2021				2020
Other operating income		$ in millions
Grants		$	60.7			$	59.0
Insurance proceeds and other			13.9				40.5
Total		$	74.6			$	99.5

		Year ended December 31,
		2021								2020
Other operating expenses		$ in millions				% of revenue				$ in millions				% of revenue
Raw Materials		$	70.7				5.8	%		$	7.8				0.8	%
Leases and fees			9.3				0.8	%			2.6				0.3	%
Operation and maintenance			154.0				12.7	%			110.9				10.9	%
Independent professional services			39.2				3.2	%			40.2				4.0	%
Supplies			40.8				3.4	%			27.9				2.8	%
Insurance			45.4				3.8	%			37.6				3.7	%
Levies and duties			29.9				2.5	%			39.8				3.9	%
Other expenses			25.0				2.1	%			9.9				1.0	%
Total		$	414.3				34.2	%		$	276.7				27.3	%

		Year ended December 31,
Financial income and financial expense		2021				2020
		$ in millions
Financial income		$	2.7			$	7.1
Financial expense			(361.2	)			(378.4	)
Net exchange differences			1.9				(1.4	)
Other financial income/(expense), net			15.7				40.9
Financial expense, net		$	(340.9	)		$	(331.8	)

		Year ended December 31,
Financial expense		2021				2020
		$ in millions
Interest on loans and notes		$	(302.5	)		$	(316.2	)
Interest rates losses derivatives: cash flow hedges			(58.7	)			(62.2	)
Total		$	(361.3	)		$	(378.4	)

		Year ended December 31,
Other financial income/(expense), net		2021				2020
		$ in millions
Other financial income		$	32.3			$	162.3
Other financial expense			(16.6	)			(121.4	)
Total		$	15.7			$	40.9