Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2022
☐
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 001-36002
Clearway Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware
46-1777204
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
300 Carnegie Center, Suite 300
Princeton
New Jersey
08540
(Address of principal executive offices)
(Zip Code)
(609) 608-1525
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.01
CWEN.A
New York Stock Exchange
Class C Common Stock, par value $0.01
CWEN
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes☒No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes☒No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes☐No☒
As of April 29, 2022, there were 34,599,645 shares of Class A common stock outstanding, par value $0.01 per share, 42,738,750 shares of Class B common stock outstanding, par value $0.01 per share, 81,944,239 shares of Class C common stock outstanding, par value $0.01 per share, and 42,738,750 shares of Class D common stock outstanding, par value $0.01 per share.
TABLE OF CONTENTS
Index
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q of Clearway Energy, Inc., together with its consolidated subsidiaries, or the Company, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words "believes," "projects," "anticipates," "plans," "expects," "intends," "estimates" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors, risks and uncertainties include the factors described under Item 1A — Risk Factors in Part I of the Company's Annual Report on Form 10-K for the year ended December 31, 2021, as well as the following:
•The Company's ability to maintain and grow its quarterly dividend;
•Potential risks related to COVID-19 (including any variant of the virus) or any other pandemic;
•Potential risks related to the Company's relationships with GIP and CEG;
•The Company's ability to successfully identify, evaluate and consummate acquisitions from, and dispositions to, third parties;
•The Company's ability to acquire assets from GIP or CEG;
•The Company's ability to raise additional capital due to its indebtedness, corporate structure, market conditions or otherwise;
•Changes in law, including judicial decisions;
•Hazards customary to the power production industry and power generation operations such as fuel and electricity price volatility, unusual weather conditions (including wind and solar conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that the Company may not have adequate insurance to cover losses as a result of such hazards;
•The Company's ability to operate its businesses efficiently, manage maintenance capital expenditures and costs effectively, and generate earnings and cash flows from its asset-based businesses in relation to its debt and other obligations;
•The willingness and ability of counterparties to the Company's offtake agreements to fulfill their obligations under such agreements;
•The Company's ability to enter into contracts to sell power and procure fuel on acceptable terms and prices as current offtake agreements expire;
•Government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs and environmental laws;
•Operating and financial restrictions placed on the Company that are contained in the project-level debt facilities and other agreements of certain subsidiaries and project-level subsidiaries generally, in the Clearway Energy Operating LLC amended and restated revolving credit facility and in the indentures governing the Senior Notes;
•Cyber terrorism and inadequate cybersecurity, or the occurrence of a catastrophic loss and the possibility that the Company may not have adequate insurance to cover losses resulting from such hazards or the inability of the Company's insurers to provide coverage; and
•The Company's ability to borrow additional funds and access capital markets, as well as the Company's substantial indebtedness and the possibility that the Company may incur additional indebtedness going forward.
Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause the Company's actual results to differ materially from those contemplated in any forward-looking statements included in this Quarterly Report on Form 10-Q should not be construed as exhaustive.
3
GLOSSARY OF TERMS
When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:
2025 Senior Notes
$600 million aggregate principal amount of 5.750% unsecured senior notes due 2025, issued by Clearway Energy Operating LLC, which were repurchased and redeemed in March 2021
2028 Senior Notes
$850 million aggregate principal amount of 4.750% unsecured senior notes due 2028, issued by Clearway Energy Operating LLC
2031 Senior Notes
$925 million aggregate principal amount of 3.750% unsecured senior notes due 2031, issued by Clearway Energy Operating LLC
2032 Senior Notes
$350 million aggregate principal amount of 3.750% unsecured senior notes due 2032, issued by Clearway Energy Operating LLC
Adjusted EBITDA
A non-GAAP measure, represents earnings before interest (including loss on debt extinguishment), tax, depreciation and amortization adjusted for mark-to-market gains or losses, asset write offs and impairments; and factors which the Company does not consider indicative of future operating performance
ASC
The FASB Accounting Standards Codification, which the FASB established as the source of authoritative GAAP
ASU
Accounting Standards Updates - updates to the ASC
ATM Programs
At-The-Market Equity Offering Programs
Bridge Loan Agreement
Senior secured bridge credit agreement entered into by Clearway Energy Operating LLC that provided a term loan facility in an aggregate principal amount of $335 million and was repaid on May 3, 2022
CAFD
A non-GAAP measure, Cash Available for Distribution is defined as of March 31, 2022 as Adjusted EBITDA plus cash distributions/return of investment from unconsolidated affiliates, cash receipts from notes receivable, cash distributions from noncontrolling interests, adjustments to reflect sales-type lease cash payments and payments for lease expenses, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata Adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness, changes in prepaid and accrued capacity payments, and adjusted for development expenses
CEG
Clearway Energy Group LLC (formerly Zephyr Renewables LLC)
CEG Master Services Agreement
Master Services Agreements entered into as of August 31, 2018 between the Company, Clearway Energy LLC and Clearway Energy Operating LLC, and CEG
Clearway Energy LLC
The holding company through which the projects are owned by Clearway Energy Group LLC, the holder of Class B and Class D units, and Clearway Energy, Inc., the holder of the Class A and Class C units
Clearway Energy Group LLC
The holder of all of the Company's Class B and Class D common shares and Clearway Energy LLC’s Class B and Class D units and from time to time, possibly shares of the Company’s Class A and/or Class C common stock
Clearway Energy Operating LLC
The holder of the project assets that are owned by Clearway Energy LLC
Company
Clearway Energy, Inc. together with its consolidated subsidiaries
CVSR
California Valley Solar Ranch
CVSR Holdco
CVSR Holdco LLC, the indirect owner of CVSR
Distributed Solar
Solar power projects, typically less than 20 MW in size (on an alternating current, or AC, basis), that primarily sell power produced to customers for usage on site, or are interconnected to sell power into the local distribution grid
Drop Down Assets
Assets under common control acquired by the Company from CEG
Exchange Act
The Securities Exchange Act of 1934, as amended
FASB
Financial Accounting Standards Board
GAAP
Accounting principles generally accepted in the U.S.
GenConn
GenConn Energy LLC
GIP
Global Infrastructure Partners
HLBV
Hypothetical Liquidation at Book Value
KKR
KKR Thor Bidco, LLC, an affiliate of Kohlberg Kravis Roberts & Co. L.P.
4
LIBOR
London Inter-Bank Offered Rate
Mesquite Star
Mesquite Star Special LLC
MMBtu
Million British Thermal Units
Mt. Storm
NedPower Mount Storm LLC
MW
Megawatt
MWh
Saleable megawatt hours, net of internal/parasitic load megawatt-hours
MWt
Megawatts Thermal Equivalent
Net Exposure
Counterparty credit exposure to Clearway Energy, Inc. net of collateral
NOLs
Net Operating Losses
NPNS
Normal Purchases and Normal Sales
OCL
Other comprehensive loss
O&M
Operations and Maintenance
PG&E
Pacific Gas and Electric Company
PPA
Power Purchase Agreement
RENOM
Clearway Renewable Operation & Maintenance LLC
SCE
Southern California Edison
SEC
U.S. Securities and Exchange Commission
Senior Notes
Collectively, the 2028 Senior Notes, the 2031 Senior Notes and the 2032 Senior Notes
SOFR
Secured Overnight Financing Rate
SPP
Solar Power Partners
SREC
Solar Renewable Energy Credit
Tax Act
Tax Cuts and Jobs Act of 2017
Thermal Business
The Company's thermal business, which consists of thermal infrastructure assets that provide steam, hot water and/or chilled water, and in some instances electricity, to commercial businesses, universities, hospitals and governmental units
Thermal Disposition
On May 1, 2022, the Company completed the sale of 100% of its interests in the Thermal Business to KKR
U.S.
United States of America
Utah Solar Portfolio
Seven utility-scale solar farms located in Utah, representing 530 MW of capacity
Utility Scale Solar
Solar power projects, typically 20 MW or greater in size (on an alternating current, or AC, basis), that are interconnected into the transmission or distribution grid to sell power at a wholesale level
VaR
Value at Risk
VIE
Variable Interest Entity
5
PART I - FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS
CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended March 31,
(In millions, except per share amounts)
2022
2021
Operating Revenues
Total operating revenues
$
214
$
237
Operating Costs and Expenses
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below
128
110
Depreciation, amortization and accretion
124
128
General and administrative
12
10
Transaction and integration costs
2
2
Development costs
1
1
Total operating costs and expenses
267
251
Operating Loss
(53)
(14)
Other Income (Expense)
Equity in earnings of unconsolidated affiliates
4
4
Other income, net
—
1
Loss on debt extinguishment
(2)
(42)
Interest expense
(47)
(45)
Total other expense, net
(45)
(82)
Loss Before Income Taxes
(98)
(96)
Income tax benefit
(1)
(20)
Net Loss
(97)
(76)
Less: Loss attributable to noncontrolling interests and redeemable interests
(65)
(79)
Net (Loss) Income Attributable to Clearway Energy, Inc.
$
(32)
$
3
(Losses) 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
Weighted average number of Class C common shares outstanding - basic and diluted
82
82
(Losses) Earnings per Weighted Average Class A and Class C Common Share - Basic and Diluted
$
(0.28)
$
0.03
Dividends Per Class A Common Share
$
0.3468
$
0.3240
Dividends Per Class C Common Share
$
0.3468
$
0.3240
See accompanying notes to consolidated financial statements.
6
CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
Three months ended March 31,
(In millions)
2022
2021
Net Loss
$
(97)
$
(76)
Other Comprehensive Income
Unrealized gain on derivatives, net of income tax expense of, $2 and $2
14
11
Other comprehensive income
14
11
Comprehensive Loss
(83)
(65)
Less: Comprehensive loss attributable to noncontrolling interests and redeemable interests
(57)
(72)
Comprehensive (Loss) Income Attributable to Clearway Energy, Inc.
$
(26)
$
7
See accompanying notes to consolidated financial statements.
7
CLEARWAY ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except shares)
March 31, 2022
December 31, 2021
ASSETS
(Unaudited)
Current Assets
Cash and cash equivalents
$
140
$
179
Restricted cash
326
475
Accounts receivable — trade
153
144
Inventory
38
37
Derivative instruments
2
—
Current assets held-for-sale
653
631
Prepayments and other current assets
61
65
Total current assets
1,373
1,531
Property, plant and equipment, net
7,661
7,650
Other Assets
Equity investments in affiliates
374
381
Intangible assets for power purchase agreements, net
2,379
2,419
Other intangible assets, net
78
80
Derivative instruments
16
6
Deferred income taxes
100
95
Right-of-use assets, net
528
550
Other non-current assets
119
101
Total other assets
3,594
3,632
Total Assets
$
12,628
$
12,813
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt
$
770
$
772
Accounts payable — trade
76
74
Accounts payable — affiliates
15
107
Derivative instruments
71
46
Accrued interest expense
40
54
Current liabilities held-for-sale
500
494
Accrued expenses and other current liabilities
55
84
Total current liabilities
1,527
1,631
Other Liabilities
Long-term debt
6,979
6,939
Deferred income taxes
11
13
Derivative instruments
252
196
Long-term lease liabilities
541
561
Other non-current liabilities
179
173
Total other liabilities
7,962
7,882
Total Liabilities
9,489
9,513
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); 201,995,385 shares issued and outstanding (Class A 34,599,645, Class B 42,738,750, Class C 81,918,240, Class D 42,738,750) at March 31, 2022 and 201,856,166 shares issued and outstanding (Class A 34,599,645, Class B 42,738,750, Class C 81,779,021, Class D 42,738,750) at December 31, 2021
1
1
Additional paid-in capital
1,826
1,872
Accumulated deficit
(65)
(33)
Accumulated other comprehensive loss
—
(6)
Noncontrolling interest
1,377
1,466
Total Stockholders’ Equity
3,139
3,300
Total Liabilities and Stockholders’ Equity
$
12,628
$
12,813
See accompanying notes to consolidated financial statements.
8
CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 31,
(In millions)
2022
2021
Cash Flows from Operating Activities
Net Loss
$
(97)
$
(76)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates
(4)
(4)
Distributions from unconsolidated affiliates
11
13
Depreciation, amortization and accretion
124
128
Amortization of financing costs and debt discounts
4
4
Amortization of intangibles
42
32
Loss on debt extinguishment
2
42
Reduction in carrying amount of right-of-use assets
4
2
Changes in deferred income taxes
(1)
(20)
Changes in derivative instruments
82
(27)
Cash used in changes in other working capital
Changes in prepaid and accrued liabilities for tolling agreements
(44)
(44)
Changes in other working capital
(30)
(3)
Net Cash Provided by Operating Activities
93
47
Cash Flows from Investing Activities
Acquisitions, net of cash acquired
—
(111)
Acquisition of Drop Down Assets
(51)
(132)
Capital expenditures
(47)
(58)
Asset purchase from affiliate
—
(21)
Return of investment from unconsolidated affiliates
3
8
Other
3
—
Net Cash Used in Investing Activities
(92)
(314)
Cash Flows from Financing Activities
Contributions from noncontrolling interests, net of distributions
23
229
Payments of dividends and distributions
(70)
(66)
Distributions to CEG of escrowed amounts
(64)
—
Proceeds from the revolving credit facility
80
195
Payments for the revolving credit facility
(20)
(170)
Proceeds from the issuance of long-term debt
194
1,004
Payments of debt issuance costs
(4)
(15)
Payments for long-term debt
(317)
(957)
Other
(6)
13
Net Cash (Used in) Provided by Financing Activities
(184)
233
Reclassification of Cash to Assets Held-for-Sale
(5)
—
Net Decrease in Cash, Cash Equivalents and Restricted Cash
(188)
(34)
Cash, Cash Equivalents and Restricted Cash at beginning of period
654
465
Cash, Cash Equivalents and Restricted Cash at end of period
$
466
$
431
See accompanying notes to consolidated financial statements.
9
CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended March 31, 2022
(Unaudited)
(In millions)
Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Noncontrolling Interest
Total Stockholders’ Equity
Balances at December 31, 2021
$
—
$
1
$
1,872
$
(33)
$
(6)
$
1,466
$
3,300
Net loss
—
—
—
(32)
—
(67)
(99)
Unrealized gain on derivatives, net of tax
—
—
—
—
6
8
14
Distributions to CEG, net of contributions, cash
—
—
—
—
—
(3)
(3)
Contributions from noncontrolling interests, net of distributions, cash
—
—
—
—
—
28
28
Mesquite Sky Drop Down
—
—
(1)
—
—
(7)
(8)
Black Rock Drop Down
—
—
—
—
—
1
1
Mililani I Drop Down
—
—
(11)
—
—
(19)
(30)
Non-cash adjustments for change in tax basis
—
—
8
—
—
—
8
Stock based compensation
—
—
(2)
—
—
—
(2)
Common stock dividends and distributions to CEG unit holders
—
—
(40)
—
—
(30)
(70)
Balances at March 31, 2022
$
—
$
1
$
1,826
$
(65)
$
—
$
1,377
$
3,139
CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended March 31, 2021
(Unaudited)
(In millions)
Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Noncontrolling Interest
Total Stockholders’ Equity
Balances at December 31, 2020
$
—
$
1
$
1,922
$
(84)
$
(14)
$
890
$
2,715
Net income (loss)
—
—
—
3
—
(81)
(78)
Unrealized gain on derivatives, net of tax
—
—
—
—
4
7
11
Contributions from CEG, non-cash
—
—
—
—
—
27
27
Contributions from CEG, cash
—
—
—
—
—
103
103
Contributions from noncontrolling interests, net of distributions, cash
—
—
—
—
—
126
126
Agua Caliente acquisition
—
—
—
—
—
273
273
Rattlesnake Drop Down
—
—
—
—
—
(118)
(118)
Non-cash adjustments for change in tax basis
—
—
2
—
—
—
2
Common stock dividends and distributions to CEG unit holders
—
—
(38)
—
—
(28)
(66)
Balances at March 31, 2021
$
—
$
1
$
1,886
$
(81)
$
(10)
$
1,199
$
2,995
10
CLEARWAY ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 — Nature of Business
Clearway Energy, Inc., together with its consolidated subsidiaries, or the Company, is a publicly-traded energy infrastructure investor in and owner of modern, sustainable and long-term contracted assets across North America. The Company is indirectly owned by Global Infrastructure Partners, or GIP. GIP is an independent infrastructure fund manager that makes equity and debt investments in infrastructure assets and businesses. The Company is sponsored by GIP through GIP’s portfolio company, Clearway Energy Group LLC, or CEG.
The Company is one of the largest renewable energy owners in the U.S. with over 5,000 net MW of installed wind and solar generation projects. The Company's over 7,500 net MW of assets also includes approximately 2,500 net MW of environmentally-sound, highly efficient natural gas-fired generation facilities. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide its investors with stable and growing dividend income.Substantially all of the Company’s generation assets are under long-term contractual arrangements for the output or capacity from these assets.
On May 1, 2022, the Company completed the sale of 100% of its interests in the Thermal Business to KKR. For further details of the Thermal Disposition, refer to Note 3, Acquisitions and Dispositions.
The Company consolidates the results of Clearway Energy LLC through its controlling interest, with CEG’s interest shown as non-controlling 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.
The Company owned 57.68% of the economic interests of Clearway Energy LLC, with CEG owning 42.32% of the economic interests of Clearway Energy LLC as of March 31, 2022.
11
The following table represents the structure of the Company as of March 31, 2022:
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 2021 Form 10-K. Interim results are not necessarily indicative of results for a full year.
In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all material adjustments consisting of normal and recurring accruals necessary to present fairly the Company’s consolidated financial position as of March 31, 2022, and results of operations, comprehensive (loss) income and cash flows for the three months ended March 31, 2022 and 2021.
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.
12
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 project subsidiaries was $95 million and $146 million as of March 31, 2022 and December 31, 2021, respectively.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
March 31, 2022
December 31, 2021
(In millions)
Cash and cash equivalents
$
140
$
179
Restricted cash
326
475
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows
$
466
$
654
Restricted cash consists primarily of funds held to satisfy the requirements of certain debt agreements and funds held within the Company’s projects that are restricted in their use. As of March 31, 2022, these restricted funds were comprised of $135 million designated to fund operating expenses, $38 million designated for current debt service payments and $135 million restricted for reserves including debt service, performance obligations and other reserves as well as capital expenditures. The remaining $18 million is held in distributions reserve accounts.
In 2020, the members of the partnerships holding the Oahu Solar and Kawailoa Solar projects submitted applications to the state of Hawaii for refundable tax credits based on the cost of construction of the projects. In 2021, the members of the partnerships contributed their respective portions of the tax credits in the amount of $49 million to the Oahu Solar and Kawailoa project companies, which was recorded to restricted cash on the Company’s consolidated balance sheet with an offsetting adjustment to noncontrolling interests. In accordance with the projects’ related agreements, the cash is held in a restricted account and utilized to offset invoiced amounts under the projects’ PPAs. As of March 31, 2022, $23 million of the $49 million has been utilized to offset invoiced amounts under the projects’ PPAs.
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, respectively, as of March 31, 2022 and December 31, 2021:
March 31, 2022
December 31, 2021
(In millions)
Property, Plant and Equipment Accumulated Depreciation
$
2,623
$
2,501
Intangible Assets Accumulated Amortization
646
605
Dividends to Class A and Class C common stockholders
The following table lists the dividends paid on the Company's Class A and Class C common stock during the three months ended March 31, 2022:
First Quarter 2022
Dividends per Class A share
$
0.3468
Dividends per Class C share
0.3468
Dividends on the Class A and Class C common stock are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations. The Company expects that, based on current circumstances, comparable cash dividends will continue to be paid in the foreseeable future.
On May 4, 2022, the Company declared quarterly dividends on its Class A and Class C common stock of $0.3536 per share payable on June 15, 2022 to stockholders of record as of June 1, 2022.
13
Noncontrolling Interests
Clearway Energy LLC Distributions to CEG
The following table lists distributions paid to CEG during the three months ended March 31, 2022 on Clearway Energy LLC’s Class B and D units:
First Quarter 2022
Distributions per Class B Unit
$
0.3468
Distributions per Class D Unit
0.3468
On May 4, 2022, Clearway Energy LLC declared a distribution on its Class B and Class D units of $0.3536 per unit payable on June 15, 2022 to unit holders of record as of June 1, 2022.
Revenue Recognition
Revenue from Contracts with Customers
The Company applies the guidance in ASC 606, Revenue from Contracts with Customers, orTopic 606, when recognizing revenue associated with its contracts with customers. The Company's policies with respect to its various revenue streams are detailed below. In general, the Company applies the invoicing practical expedient to recognize revenue for the revenue streams detailed below, except in circumstances where the invoiced amount does not represent the value transferred to the customer.
Thermal Revenues
Steam and chilled water revenue is recognized as the Company transfers the product to the customer, based on customer usage as determined by meter readings taken at month-end. Some locations read customer meters throughout the month and recognize estimated revenue for the period between meter read date and month-end. For thermal contracts, the Company’s performance obligation to deliver steam and chilled water is satisfied over time and revenue is recognized based on the invoiced amount. The Thermal Business subsidiaries collect, and remit state and local taxes associated with sales to their customers, as required by governmental authorities. These taxes are presented on a net basis in the consolidated statements of operations.
As contracts for steam and chilled water are long-term contracts, the Company has performance obligations under these contracts that have not yet been satisfied. These performance obligations have transaction prices that are both fixed and variable, and that vary based on the contract duration, customer type, inception date and other contract-specific factors. For the fixed price contracts, the Company cannot accurately estimate the amount of its unsatisfied performance obligations as it will vary based on customer usage, which will depend on factors such as weather and customer activity.
On May 1, 2022, the Company completed the sale of 100% of its interests in the Thermal Business to KKR. For further details of the Thermal Disposition, refer to Note 3, Acquisitions and Dispositions.
Power Purchase Agreements, or PPAs
The majority of the Company’s revenues are obtained through PPAs or similar contractual agreements. Energy, capacity and where applicable, renewable attributes, from the majority of the Company’s renewable energy assets and certain conventional energy plants is sold through long-term PPAs and tolling agreements to a single counterparty, which is often a utility or commercial customer. The majority of these PPAs are accounted for as operating leases as the Company retained its historical lease assessments and classification upon adoption of ASC 842, Leases. ASC 842 requires the minimum lease payments received to be amortized over the term of the lease and contingent rentals are recorded when the achievement of the contingency becomes probable. Judgment is required by management in determining the economic life of each generating facility, in evaluating whether certain lease provisions constitute minimum payments or represent contingent rent and other factors in determining whether a contract contains a lease and whether the lease is an operating lease or capital lease. Certain of these leases have no minimum lease payments and all of the rental income under these leases is recorded as contingent rent on an actual basis when the electricity is delivered.
Renewable Energy Credits, or RECs
Renewable energy credits, or RECs, are usually sold through long-term PPAs or through REC contracts with counterparties. Revenue from the sale of self-generated RECs is recognized when the related energy is generated and simultaneously delivered even in cases where there is a certification lag as it has been deemed to be perfunctory.
14
In a bundled contract to sell energy, capacity and/or self-generated RECs, all performance obligations are deemed to be delivered at the same time and hence, timing of recognition of revenue for all performance obligations is the same and occurs over time. In such cases, it is often unnecessary to allocate transaction price to multiple performance obligations.
Disaggregated Revenues
The following tables represent the Company’s disaggregation of revenue from contracts with customers along with the reportable segment for each category for the three months ended March 31, 2022 and 2021, respectively:
Three months ended March 31, 2022
(In millions)
Conventional Generation
Renewables
Thermal
Total
Energy revenue (a)
$
—
$
195
$
37
$
232
Capacity revenue (a)
114
—
14
128
Contract amortization
(6)
(36)
—
(42)
Other revenue
—
14
8
22
Mark-to-market for economic hedges
—
(126)
—
(126)
Total operating revenues
108
47
59
214
Less: Mark-to-market for economic hedges
—
126
—
126
Less: Lease revenue
(114)
(162)
(1)
(277)
Less: Contract amortization
6
36
—
42
Total revenue from contracts with customers
$
—
$
47
$
58
$
105
(a) The following amounts of energy and capacity revenue relate to leases and are accounted for under ASC 842:
(In millions)
Conventional Generation
Renewables
Thermal
Total
Energy revenue
$
—
$
162
$
1
$
163
Capacity revenue
114
—
—
114
Total
$
114
$
162
$
1
$
277
Three months ended March 31, 2021
(In millions)
Conventional Generation
Renewables
Thermal
Total
Energy revenue (a)
$
1
$
126
$
29
$
156
Capacity revenue (a)
107
—
13
120
Contract amortization
(6)
(25)
(1)
(32)
Other revenue
—
9
8
17
Mark-to-market for economic hedges
—
(24)
—
(24)
Total operating revenues
102
86
49
237
Less: Mark-to-market for economic hedges
—
24
—
24
Less: Lease revenue
(108)
(145)
(1)
(254)
Less: Contract amortization
6
25
1
32
Total revenue from contracts with customers
$
—
$
(10)
$
49
$
39
(a) The following amounts of energy and capacity revenue relate to leases and are accounted for under ASC 842:
(In millions)
Conventional Generation
Renewables
Thermal
Total
Energy revenue
$
1
$
145
$
1
$
147
Capacity revenue
107
—
—
107
Total
$
108
$
145
$
1
$
254
15
Contract Amortization
Assets and liabilities recognized from power sales agreements assumed through acquisitions relating to the sale of electric capacity and energy in future periods arising from differences in contract and market prices are amortized to revenue over the term of each underlying contract based on actual generation and/or contracted volumes or on a straight-line basis, where applicable.
Contract Balances
The following table reflects the contract assets and liabilities included on the Company’s consolidated balance sheets as of March 31, 2022 and December 31, 2021:
March 31, 2022
December 31, 2021
(In millions)
Accounts receivable, net - Contracts with customers
$
32
$
44
Accounts receivable, net - Leases
121
100
Total accounts receivable, net
$
153
$
144
Recently Adopted Accounting Standards
In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide for optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. These amendments apply only to contracts that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, which affects certain of the Company’s debt and interest rate swap agreements. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. As of March 31, 2022, the Company has applied the amendments to all of its eligible contract modifications, where applicable, during the reference rate reform period. Additionally, the Company has not elected any optional expedients provided in the standard.
Note 3 — Acquisitions and Dispositions
Mililani I Drop Down — On March 25, 2022, the Company, through its indirect subsidiary, Lighthouse Renewable Holdco LLC, acquired Mililani BL Borrower Holdco LLC, the indirect owner of the Mililani I solar project, a 39 MW solar project with 156 MWh of storage capacity that is currently under construction, located in Oahu, Hawaii, from Clearway Renew LLC, a subsidiary of CEG, for cash consideration of $22 million. Lighthouse Renewable Holdco LLC is a partnership between the Company and a third-party investor. The third-party investor also contributed cash consideration of $14 million utilized to acquire their portion of the acquired entity. Mililani BL Borrower Holdco LLC consolidates, as the direct owner of the primary beneficiary, a tax equity fund, Mililani TE Holdco LLC, which directly holds the Mililani I solar project, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. Mililani I has a 20-year power purchase agreement with an investment-grade utility that commences when the project achieves commercial operations. The Mililani I operations are reflected in the Company’s Renewables segment and the acquisition was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Mililani I on a prospective basis in its financial statements. The assets and liabilities transferred to the Company relate to interests under common control by GIP and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The sum of the cash paid of $22 million and the historical cost of the Company’s net liabilities assumed of $8 million was recorded as an adjustment to CEG’s noncontrolling interest balance. In addition, the Company reflected $15 million of the Company’s purchase price, which was contributed back by CEG to pay down the acquired long-term debt, as distributions to CEG, net of contributions, in the consolidated statement of stockholders’ equity.
16
The following is a summary of assets and liabilities transferred in connection with the acquisition as of March 25, 2022:
(In millions)
Mililani I
Other current and non-current assets
$
2
Property, plant and equipment
118
Right-of-use-assets
19
Total assets acquired
139
Long-term debt (a)
100
Long-term lease liabilities
20
Other current and non-current liabilities
27
Total liabilities assumed
147
Net liabilities assumed
$
(8)
(a)Includes a $16 million construction loan, $27 million sponsor equity bridge loan and $60 million tax equity bridge loan, offset by $3 million in unamortized debt issuance costs. The sponsor equity bridge loan was repaid at acquisition date utilizing $14 million from the cash equity investor, as well as $15 million of the Company's purchase price, which was contributed back to the Company by CEG, of which $27 million was utilized to pay down the acquired long-term debt and $2 million was utilized to pay associated fees. Also at acquisition date, the tax equity investor contributed $18 million into escrow, which is included in restricted cash on the Company's consolidated balance sheet at March 31, 2022. The tax equity investor will contribute an additional $42 million when the project reaches substantial completion, which will be utilized, along with the $18 million in escrow, to repay the $60 million tax equity bridge loan. The project is expected to achieve commercial operations in the second half of 2022.
Thermal Disposition — On May 1, 2022, the Company completed the sale of 100% of its interests in the Thermal Business to KKR for net proceeds of approximately $1.46 billion, inclusive of working capital, which excludes approximately $20 million in transaction expenses that were incurred in connection with the disposition. The Company estimates that the Thermal Disposition will result in a gain of approximately $1.31 billion. Effective with the approval by the Board of Directors and signing of the agreement to sell the Thermal Business on October 22, 2021, the Company concluded that all entities that are included within the Thermal Business will be treated as held for sale on a prospective basis, thus the assets and liabilities were reported as separate held for sale line items on the Company’s consolidated balance sheets as of March 31, 2022 and December 31, 2021. As of March 31, 2022, property, plant and equipment represented 76% and intangible assets represented 9% of assets classified as held for sale while long-term debt represented 83% of liabilities classified as held for sale. As of December 31, 2021, property, plant and equipment represented 78% and intangible assets represented 9% of assets classified as held for sale while long-term debt represented 85% of liabilities classified as held for sale. The Company’s Thermal segment is comprised solely of the Thermal Business's results of operations.
17
Note 4 — Investments Accounted for by the Equity Method and Variable Interest Entities
Entities that are Consolidated
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 and solar facilities, 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 2021 Form 10-K.
Summarized financial information for the Company's consolidated VIEs consisted of the following as of March 31, 2022:
(In millions)
Alta TE Holdco
Buckthorn Renewables, LLC
DGPV Funds(a)
Kawailoa Partnership
Langford TE Partnership LLC
Lighthouse Renewable Holdco LLC(b)
Lighthouse Renewable Holdco 2 LLC(c)
Other current and non-current assets
$
53
$
4
$
84
$
39
$
15
$
112
$
67
Property, plant and equipment
325
200
592
133
131
726
374
Intangible assets
209
—
15
—
2
—
—
Total assets
587
204
691
172
148
838
441
Current and non-current liabilities
38
10
75
96
47
302
132
Total liabilities
38
10
75
96
47
302
132
Noncontrolling interest
18
40
5
50
63
432
236
Net assets less noncontrolling interests
$
531
$
154
$
611
$
26
$
38
$
104
$
73
(a)DGPV Funds is comprised of DGPV Fund 2 LLC, Clearway & EFS Distributed Solar LLC, DGPV Fund 4 LLC, Golden Puma Fund LLC, Renew Solar CS4 Fund LLC and Chestnut Fund LLC.
(b ) Lighthouse Renewable Holdco LLC consolidates Mesquite Star Tax Equity Holdco LLC, Black Rock TE Holdco LLC and Mililani TE Holdco LLC, which are also consolidated VIEs.
(c) Lighthouse Renewable Holdco 2 LLC consolidates Mesquite Sky TE Holdco LLC, which is also a consolidated VIE.
(In millions)
Oahu Solar Partnership
Pinnacle Repowering Partnership LLC
Rattlesnake TE Holdco LLC
Rosie TargetCo LLC
Wildorado
TE Holdco
Other (a)
Other current and non-current assets
$
46
$
11
$
15
$
26
$
18
$
17
Property, plant and equipment
170
106
191
248
221
165
Intangible assets
—
18
—
—
—
1
Total assets
216
135
206
274
239
183
Current and non-current liabilities
107
4
16
98
18
57
Total liabilities
107
4
16
98
18
57
Noncontrolling interest
32
81
97
138
121
82
Net assets less noncontrolling interests
$
77
$
50
$
93
$
38
$
100
$
44
(a)Other is comprised of Crosswind Transmission, LLC, Hardin Hilltop Wind LLC, Elbow Creek TE Holdco and Spring Canyon TE Holdco projects.
The discussion below describes material changes to VIEs during the three months ended March 31, 2022.
Lighthouse Renewable Holdco LLC — As described in Note 3, Acquisitions and Dispositions, on March 25, 2022, Lighthouse Renewable Holdco LLC acquired the Class B interests in a partnership, Mililani BL Borrower Holdco LLC, which consolidates, as the direct owner of the primary beneficiary, a tax equity fund, Mililani TE Holdco LLC, that holds the Mililani I solar project. The tax equity investor’s interest is shown as noncontrolling interest and the HLBV method is utilized to allocate the income or losses of Mililani TE Holdco LLC. The third-party investor in Lighthouse Renewable Holdco LLC also acquired and contributed an interest in Mililani BL Borrower Holdco LLC to Lighthouse Renewable Holdco LLC. The Company recorded the related noncontrolling interest at historical carrying amount, with the offset to contributed capital.
18
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 2021 Form 10-K.
The Company’s maximum exposure to loss as of March 31, 2022 is limited to its equity investment in the unconsolidated entities, as further summarized in the table below:
Name
Economic Interest
Investment Balance
(In millions)
Avenal
50%
$
3
Desert Sunlight
25%
237
Elkhorn Ridge
67%
28
GenConn (a)
50%
84
San Juan Mesa
75%
22
$
374
(a) GenConn is a variable interest entity.
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 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 amounts and estimated fair values of the Company’s recorded financial instruments not carried at fair market value or that do not approximate fair value are as follows:
As of March 31, 2022
As of December 31, 2021
Carrying Amount
Fair Value
Carrying Amount
Fair Value
(In millions)
Long-term debt, including current portion (a)
$
7,822
$
7,644
$
7,782
$
7,997
(a) Excludes net debt issuance costs, which are recorded as a reduction to long-term debt on the Company's consolidated balance sheets.
19
The fair value of the Company's publicly-traded long-term debt is based on quoted market prices and is classified as Level 2 within the fair value hierarchy. The fair value of debt securities, non-publicly traded long-term debt and certain notes receivable of the Company are based on expected future cash flows discounted at market interest rates, or current interest rates for similar instruments with equivalent credit quality and are classified as Level 3 within the fair value hierarchy. The following table presents the level within the fair value hierarchy for long-term debt, including current portion as of March 31, 2022 and December 31, 2021:
As of March 31, 2022
As of December 31, 2021
Level 2
Level 3
Level 2
Level 3
(In millions)
Long-term debt, including current portion
$
2,041
$
5,603
$
2,159
$
5,838
Recurring Fair Value Measurements
The Company records its derivative assets and liabilities at fair market value on its consolidated balance sheet. The following table presents assets and liabilities measured and recorded at fair value on the Company's consolidated balance sheets on a recurring basis and their level within the fair value hierarchy:
As of March 31, 2022
As of December 31, 2021
Fair Value (a)
Fair Value (a)
(In millions)
Level 2
Level 3
Level 2
Level 3
Derivative assets:
Interest rate contracts
$
18
$
—
$
6
$
—
Other financial instruments (b)
—
24
—
25
Total assets
$
18
$
24
$
6
$
25
Derivative liabilities:
Commodity contracts
$
—
$
304
$
—
$
179
Interest rate contracts
19
—
63
—
Total liabilities
$
19
$
304
$
63
$
179
(a) There were no derivative assets classified as Level 1 or Level 3 and no liabilities classified as Level 1 as of March 31, 2022 and December 31, 2021.
(b) SREC contract.
The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the consolidated financial statements using significant unobservable inputs:
Three months ended March 31,
2022
2021
(In millions)
Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
Beginning balance
$
(154)
$
(15)
Total losses for the period included in earnings
(111)
(24)
Additions due to loss of NPNS exception
(21)
—
Settlements
6
—
Ending balance
$
(280)
$
(39)
Change in unrealized losses included in earnings for derivatives and other financial instruments held as of March 31, 2022
$
(111)
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 contracts. To the extent that observable forward prices are not available, the quoted prices reflect the average of the forward prices from the prior year, adjusted for inflation. As of March 31, 2022, contracts valued with prices provided by models and other valuation techniques make up 94% of derivative liabilities and 100% of other financial instruments.
20
The Company’s significant positions classified as Level 3 include physical commodity contracts executed in illiquid markets. The significant unobservable inputs used in developing fair value include illiquid power tenors and location pricing, which is derived by extrapolating pricing as a basis to liquid locations. The tenor pricing and basis spread are based on observable market data when available or derived from historic prices and forward market prices from similar observable markets when not available.
The following table quantifies the significant unobservable inputs used in developing the fair value of the Company's Level 3 positions as of March 31, 2022:
March 31, 2022
Fair Value
Input/Range
Assets
Liabilities
Valuation Technique
Significant Unobservable Input
Low
High
Weighted Average
(In millions)
Commodity Contracts
$
—
$
304
Discounted Cash Flow
Forward Market Price (per MWh)
$
17.33
$
95.02
$
34.22
Other Financial Instruments
24
—
Discounted Cash Flow
Forecast annual generation levels of certain DG solar facilities
80,872 MWh
129,913 MWh
124,783 MWh
The following table provides the impact on the fair value measurements to increases/(decreases) in significant unobservable inputs as of March 31, 2022:
Significant Observable Input
Position
Change In Input
Impact on Fair Value Measurement
Forward Market Price Power
Buy
Increase/(Decrease)
Higher/(Lower)
Forward Market Price Power
Sell
Increase/(Decrease)
Lower/(Higher)
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 March 31, 2022, the non-performance reserve was a $32 million gain recorded primarily to total operating revenues in the consolidated statement 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 the consolidated financial statements included in the Company’s 2021 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 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.
21
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 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 the consolidated financial statements included in the Company's 2021 Form 10-K.
Interest Rate Swaps
The Company enters into interest rate swap agreements in order to hedge the variability of expected future cash interest payments. As of March 31, 2022, the Company had interest rate derivative instruments on non-recourse debt extending through 2031, 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 Commodities
As of March 31, 2022, the Company had energy-related derivative instruments extending through 2033. At March 31, 2022, 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 as of March 31, 2022 and December 31, 2021:
Total Volume
March 31, 2022
December 31, 2021
Commodity
Units
(In millions)
Natural Gas
MMBtu
1
2
Power
MWh
(19)
(17)
Interest
Dollars
$
1,223
$
1,326
22
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
March 31, 2022
December 31, 2021
March 31, 2022
December 31, 2021
(In millions)
Derivatives Designated as Cash Flow Hedges:
Interest rate contracts current
$
—
$
—
$
1
$
5
Interest rate contracts long-term
6
2
—
3
Total Derivatives Designated as Cash Flow Hedges
$
6
$
2
$
1
$
8
Derivatives Not Designated as Cash Flow Hedges:
Interest rate contracts current
$
2
$
—
$
8
$
17
Interest rate contracts long-term
10
4
10
38
Commodity contracts current
—
—
62
24
Commodity contracts long-term
—
—
242
155
Total Derivatives Not Designated as Cash Flow Hedges
$
12
$
4
$
322
$
234
Total Derivatives
$
18
$
6
$
323
$
242
The Company has elected to present derivative assets and liabilities on the balance sheet on a trade-by-trade basis and does not offset amounts at the counterparty level. As of March 31, 2022 and December 31, 2021, there was no outstanding collateral paid or received. The following tables summarize the offsetting of derivatives by counterparty:
Gross Amounts Not Offset in the Statement of Financial Position
As of March 31, 2022
Gross Amounts of Recognized Assets/Liabilities
Derivative Instruments
Net Amount
Commodity contracts
(In millions)
Derivative liabilities
$
(304)
$
—
$
(304)
Total commodity contracts
$
(304)
$
—
$
(304)
Interest rate contracts
Derivative assets
$
18
$
(3)
$
15
Derivative liabilities
(19)
3
(16)
Total interest rate contracts
$
(1)
$
—
$
(1)
Total derivative instruments
$
(305)
$
—
$
(305)
Gross Amounts Not Offset in the Statement of Financial Position
As of December 31, 2021
Gross Amounts of Recognized Assets/Liabilities
Derivative Instruments
Net Amount
Commodity contracts
(In millions)
Derivative liabilities
$
(179)
$
—
$
(179)
Total commodity contracts
$
(179)
$
—
$
(179)
Interest rate contracts:
Derivative assets
$
6
$
(5)
$
1
Derivative liabilities
(63)
5
(58)
Total interest rate contracts
$
(57)
$
—
$
(57)
Total derivative instruments
$
(236)
$
—
$
(236)
23
Accumulated Other Comprehensive Loss
The following table summarizes the effects on the Company’s accumulated OCL balance attributable to interest rate swaps designated as cash flow hedge derivatives, net of tax:
Three months ended March 31,
2022
2021
(In millions)
Accumulated OCL beginning balance
$
(11)
$
(30)
Reclassified from accumulated OCL to income due to realization of previously deferred amounts
2
2
Mark-to-market of cash flow hedge accounting contracts
12
9
Accumulated OCL ending balance, net of income tax (expense) benefit of $(2) and $4, respectively
3
(19)
Accumulated OCL attributable to noncontrolling interests
3
(9)
Accumulated OCL attributable to Clearway Energy, Inc.
$
—
$
(10)
Losses expected to be realized from OCL during the next 12 months, net of income tax benefit of $1
$
(3)
Amounts reclassified from accumulated OCL into income are recorded to interest expense.
Impact of Derivative Instruments on the Consolidated Statements of Operations
Mark-to-market gains and losses related to the Company’s derivatives are recorded in the consolidated statements of operations as follows:
Three months ended March 31,
2022
2021
(In millions)
Interest Rate Contracts (Interest expense)
$
41
$
47
Commodity Contracts (Mark-to-market for economic hedging activities) (a)
(125)
(22)
(a) Relates to long-term commodity contracts at Elbow Creek Wind Project LLC, or Elbow Creek, Mesquite Star, Mt. Storm, Langford and Mesquite Sky and gains or losses are recognized in operating revenues. During the three months ended March 31, 2022, the commodity contract for Langford, which previously met the NPNS exception, no longer qualified for NPNS treatment and, accordingly, is accounted for as a derivative and marked to market value through operating revenues.
A portion of the Company’s derivative commodity contracts relate to its Thermal Business for the purchase of fuel/electricity commodities based on the forecasted usage of the thermal district energy centers. Realized gains and losses on these contracts are reflected in the fuel costs that are permitted to be billed to customers through the related customer contracts or tariffs and, accordingly, no gains or losses are reflected in the consolidated statements of operations for these contracts.
See Note 5, Fair Value of Financial Instruments, for a discussion regarding concentration of credit risk.
24
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 2021 Form 10-K. The Company’s borrowings, including short-term and long-term portions consisted of the following:
(In millions, except rates)
March 31, 2022
December 31, 2021
March 31, 2022 interest rate % (a)
Letters of Credit Outstanding at March 31, 2022
2028 Senior Notes
$
850
$
850
4.750
2031 Senior Notes
925
925
3.750
2032 Senior Notes
350
350
3.750
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2023 (b)
305
245
L+1.750
82
Bridge Loan, due 2022 (c)
335
335
S+1.000
—
Project-level debt:
Agua Caliente Solar LLC, due 2037
680
684
2.395 - 3.633
45
Alta Wind Asset Management LLC, due 2031
13
13
L+2.625
—
Alta Wind I-V lease financing arrangements, due 2034 and 2035
756
756
5.696 - 7.015
35
Alta Wind Realty Investments LLC, due 2031
23
24
7.000
—
Borrego, due 2024 and 2038
54
54
Various
—
Buckthorn Solar, due 2025
122
123
L+1.750
22
Carlsbad Energy Holdings LLC, due 2027
136
136
L+1.750
77
Carlsbad Energy Holdings LLC, due 2038
407
407
4.120
—
Carlsbad Holdco, due 2038
205
205
4.210
6
CVSR, due 2037
638
652
2.339 - 3.775
—
CVSR Holdco Notes, due 2037
160
169
4.680
13
DG-CS Master Borrower LLC, due 2040
434
441
3.510
30
El Segundo Energy Center, due 2023
154
193
L+1.875 - L+2.500
138
Kawailoa Solar Portfolio LLC, due 2026
78
78
L+1.375
14
Laredo Ridge, due 2028 (d)
—
72
L+2.125
—
Marsh Landing, due 2023
72
84
L+2.375
62
Mililani I, due 2022 and 2024
79
—
L+1.000 - L+1.250
3
NIMH Solar, due 2024
175
176
L+2.000
11
Oahu Solar Holdings LLC, due 2026
86
86
L+1.375
10
Rosie Class B LLC, due 2027
78
78
L+1.750
17
Tapestry Wind LLC, due 2031(d)
—
85
L+1.375
—
Utah Solar Holdings, due 2036
273
273
3.590
10
Viento Funding II, LLC, due 2023 and 2029 (d)
190
29
S+1.475
34
Walnut Creek, due 2023
62
74
L+1.750
126
WCEP Holdings, LLC, due 2023
29
30
L+3.000
—
Other
149
151
Various
191
Subtotal project-level debt:
5,053
5,073
Total debt
7,818
7,778
Less current maturities
(770)
(772)
Less net debt issuance costs
(73)
(71)
Add premiums (e)
4
4
Total long-term debt
$
6,979
$
6,939
(a) As of March 31, 2022, L+ equals 3 month LIBOR plus x%, except Clearway Energy Operating LLC Revolving Credit Facility, due 2023, Marsh Landing, due 2023, Mililani I, due 2022 and 2024, and Walnut Creek, due 2023, where L+ equals 1 month LIBOR plus x%.
(b) Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement.
(c) S+ equals SOFR, plus x%.
(d) Laredo Ridge, due 2028; Tapestry Wind, LLC, due 2031; and Viento Funding II, LLC, due 2023 project-level debt was repaid on March 16, 2022 totaling $186 million and was replaced with $190 million in new project-level debt under Viento Funding II, LLC that was obtained on March 16, 2022 and is due in 2029, as discussed further below.
(e) Premiums relate to the 2028 Senior Notes.
25
The financing arrangements listed above contain certain covenants, including financial covenants that the Company is required to be in compliance with during the term of the respective arrangement. As of March 31, 2022, the Company was in compliance with all of the required covenants.
The discussion below describes material changes to or additions of long-term debt for the three months ended March 31, 2022.
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility
As of March 31, 2022, the Company had $305 million in outstanding borrowings under the revolving credit facility and $82 million in letters of credit outstanding. During the three months ended March 31, 2022, the Company borrowed $80 million under the revolving credit facility, and subsequently repaid $20 million. On May 3, 2022, the Company repaid the $305 million in outstanding borrowings under the revolving credit facility utilizing the proceeds received from the Thermal Disposition, as further described in Note 3, Acquisitions and Dispositions.
Bridge Loan Agreement
As of March 31, 2022, the Company had $335 million in outstanding borrowings under the Bridge Loan Agreement. On May 3, 2022, the Company repaid the $335 million in outstanding borrowings under the Bridge Loan Agreement utilizing proceeds received from the Thermal Disposition, as further described in Note 3, Acquisitions and Dispositions.
Project - level Debt
Viento Funding II, LLC
On March 16, 2022, the Company, through its indirect subsidiary, Viento Funding II, LLC, entered into a financing agreement which included the issuance of a $190 million term loan as well as $35 million in letters of credit, supported by the Company’s interests in the Elkhorn Ridge, Laredo Ridge, San Juan Mesa and Taloga wind projects. The term loan bears annual interest at a rate of SOFR plus a spread of 0.10% and an applicable margin, which is 1.35% per annum through the fourth anniversary of the term loan and 1.50% per annum thereafter through the maturity date of March 16, 2029. The proceeds from the term loan were used to pay off the existing debt in the amount of $186 million related to Laredo Ridge, Tapestry Wind LLC and Viento Funding II, LLC and to pay related financing costs. The Company recorded a loss on debt extinguishment of $2 million to expense unamortized debt issuance costs.
Mililani I
On March 25, 2022, as part of the acquisition of Mililani I, as further described in Note 3, Acquisitions and Dispositions, the Company assumed the project’s financing agreement which included a $16 million construction loan that converts to a term loan upon completion of construction, $60 million tax equity bridge loan and a $27 million sponsor equity bridge loan. The sponsor equity bridge loan was repaid at acquisition date, utilizing $14 million from the cash equity investor, as well as $15 million of the Company’s acquisition price, which was contributed back by CEG, and $2 million was utilized to pay associated fees. The tax equity bridge loan will be repaid with the final proceeds from the tax equity investor that will be received when Mililani I achieves commercial operations, which is expected to occur in the second half of 2022.
26
Note 8 — (Losses) Earnings Per Share
Basic (losses) earnings per common share is computed by dividing net income 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 (losses) earnings per share is computed in a manner consistent with that of basic (losses) 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 (losses) earnings per share is shown in the following tables:
Three months ended March 31,
2022
2021
(In millions, except per share data) (a)
Common Class A
Common Class C
Common Class A
Common Class C
Basic and diluted (losses) earnings per share attributable to Clearway Energy, Inc. common stockholders
Net (loss) income attributable to Clearway Energy, Inc.
$
(9)
$
(23)
$
1
$
2
Weighted average number of common shares outstanding — basic and diluted
35
82
35
82
(Losses) earnings per weighted average common share — basic and diluted
$
(0.28)
$
(0.28)
$
0.03
$
0.03
-
(a) Net (loss) income attributable to Clearway Energy, Inc. and basic and diluted (losses) earnings per share might not recalculate due to presenting values in millions rather than whole dollars.
27
Note 9 — Segment Reporting
The Company’s segment structure reflects how management currently operates and allocates resources. The Company’s businesses are segregated based on conventional power generation, renewable businesses which consist of solar and wind, and the Thermal Business, which was classified as held for sale as of March 31, 2022. On May 1, 2022, the Company completed the sale of 100% of its interests in the Thermal Business. The Corporate segment reflects the Company’s corporate costs and includes eliminating entries. The Company's chief operating decision maker, its Chief Executive Officer, evaluates the performance of its segments based on operational measures including adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, and CAFD, as well as net income (loss).
Three months ended March 31, 2022
(In millions)
Conventional Generation
Renewables
Thermal
Corporate(a)
Total
Operating revenues
$
108
$
47
$
59
$
—
$
214
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below
21
68
39
—
128
Depreciation, amortization and accretion
33
91
—
—
124
General and administrative
—
—
1
11
12
Transaction and integration costs
—
—
—
2
2
Development costs
—
—
1
—
1
Operating income (loss)
54
(112)
18
(13)
(53)
Equity in earnings of unconsolidated affiliates
1
3
—
—
4
Loss on debt extinguishment
—
(2)
—
—
(2)
Interest expense
(8)
(8)
(5)
(26)
(47)
Income (loss) before income taxes
47
(119)
13
(39)
(98)
Income tax benefit
—
—
—
(1)
(1)
Net Income (Loss)
$
47
$
(119)
$
13
$
(38)
$
(97)
Total Assets (b)
$
2,361
$
9,461
$
653
$
153
$
12,628
(a)Includes eliminations.
(b)Thermal Business assets were classified as held for sale at March 31, 2022.
Three months ended March 31, 2021
(In millions)
Conventional Generation
Renewables
Thermal
Corporate
Total
Operating revenues
$
102
$
86
$
49
$
—
$
237
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below
27
52
31
—
110
Depreciation, amortization and accretion
34
87
7
—
128
General and administrative
—
—
1
9
10
Transaction and integration costs
—
—
—
2
2
Development costs
—
—
1
—
1
Operating income (loss)
41
(53)
9
(11)
(14)
Equity in earnings of unconsolidated affiliates
2
2
—
—
4
Other income, net
1
—
—
—
1
Loss on debt extinguishment
—
(1)
—
(41)
(42)
Interest expense
(11)
(4)
(5)
(25)
(45)
Income (loss) before income taxes
33
(56)
4
(77)
(96)
Income tax benefit
—
—
—
(20)
(20)
Net Income (Loss)
$
33
$
(56)
$
4
$
(57)
$
(76)
28
Note 10 — Income Taxes
Effective Tax Rate
The income tax provision consisted of the following amounts:
Three months ended March 31,
2022
2021
(In millions, except percentages)
Loss before income taxes
$
(98)
$
(96)
Income tax benefit
(1)
(20)
Effective income tax rate
1.0
%
20.8
%
For the three months ended March 31, 2022 and 2021, the overall effective tax rate was different than the statutory rate of 21% primarily due to taxable earnings and losses allocated to partners’ interest in Clearway Energy LLC, which includes the effects of applying the HLBV method of accounting for book purposes of 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.
29
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 project entities. Amounts due to CEG subsidiaries are recorded as accounts payable — affiliates and amounts due to the Company from CEG subsidiaries are recorded as accounts receivable — affiliates in the Company's consolidated balance sheets. The disclosures below summarize the Company’s material related party transactions with CEG and its subsidiaries that are included in the Company's operating costs.
O&M Services Agreements by and between the Company and Clearway Renewable Operation & Maintenance LLC
Various wholly-owned subsidiaries of the Company in the Renewables segment are party to services agreements with Clearway Renewable Operation & Maintenance LLC, or RENOM, a wholly-owned subsidiary of CEG, which provides operation and maintenance, or O&M, services to these subsidiaries. The Company incurred total expenses for these services of $15 million and $13 million for the three months ended March 31, 2022 and 2021, respectively. There was a balance of $9 million due to RENOM as of both March 31, 2022 and December 31, 2021.
Administrative Services Agreements by and between the Company and CEG
Various wholly-owned subsidiaries of the Company are parties to services agreements with Clearway Asset Services LLC and 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 $3 million for each of the three months ended March 31, 2022 and 2021. There was a balance of $2 million due to CEG as of both March 31, 2022 and December 31, 2021.
CEG Master Services Agreements
The Company is a party to Master Services Agreements with CEG, or MSAs, pursuant to which CEG and certain of its affiliates or third-party service providers provide certain services to the Company, including operational and administrative services, which include human resources, information systems, external affairs, accounting, procurement and risk management services,and the Company provides certain services to CEG, including accounting, internal audit, tax and treasury services, in exchange for the payment of fees in respect of such services. The Company incurred net expenses of $1 million under these agreements for each of the three months ended March 31, 2022 and 2021.
Note 12— Contingencies
This note should be read in conjunction with the complete description under Item 15 — Note 16, Commitments and Contingencies, to the consolidated financial statements included in the Company's 2021 Form 10-K.
The Company's material legal proceedings are described below. The Company believes that it has valid defenses to these legal proceedings and intends to defend them vigorously. The Company records reserves for estimated losses from contingencies when information available indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. As applicable, the Company has established an adequate reserve for the matters discussed below. In addition, legal costs are expensed as incurred. Management assesses such matters based on current information and makes a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought, and the probability of success. The Company is unable to predict the outcome of the legal proceedings below or reasonably estimate the scope or amount of any associated costs and potential liabilities. As additional information becomes available, management adjusts its assessment and estimates of such contingencies accordingly. Because litigation is subject to inherent uncertainties and unfavorable rulings or developments, it is possible that the ultimate resolution of the Company's liabilities and contingencies could be at amounts that are different from its currently recorded reserves and that such difference could be material.
In addition to the legal proceedings noted below, the Company and its subsidiaries are party to other litigation or legal proceedings arising in the ordinary course of business. In management's opinion, the disposition of these ordinary course matters will not materially adversely affect the Company's consolidated financial position, results of operations, or cash flows.
30
Buckthorn Solar Litigation
On October 8, 2019, the City of Georgetown, Texas, or Georgetown, filed a petition in the District Court of Williamson County, Texas naming Buckthorn Westex, LLC, the Company’s subsidiary that owns the Buckthorn Westex solar project, as the defendant, alleging fraud by nondisclosure and breach of contract in connection with the project and the PPA, and seeking (i) rescission and/or cancellation of the PPA, (ii) declaratory judgment that the alleged breaches constitute an event of default under the PPA entitling Georgetown to terminate, and (iii) recovery of all damages, costs of court, and attorneys’ fees. On November 15, 2019, Buckthorn Westex filed an original answer and counterclaims (i) denying Georgetown’s claims, (ii) alleging Georgetown has breached its contracts with Buckthorn Westex by failing to pay amounts due, and (iii) seeking relief in the form of (x) declaratory judgment that Georgetown’s alleged failure to pay amounts due constitute breaches of and an event of default under the PPA and that Buckthorn did not commit any events of default under the PPA, (y) recovery of costs, expenses, interest, and attorneys’ fees, and (z) such other relief to which it is entitled at law or in equity. The current deadline to complete discovery is June 24, 2022, and a bench trial is expected to be scheduled for September or October 2022. Buckthorn Westex believes the allegations of Georgetown are meritless, and Buckthorn Westex is vigorously defending its rights under the PPA.
31
ITEM 2 — Management's Discussion and Analysis of Financial Condition and the Results of Operations
The following discussion analyzes the Company's historical financial condition and results of operations.
As you read this discussion and analysis, refer to the Company's consolidated financial statements to this Form 10-Q, which present the results of operations for the three months ended March 31, 2022 and 2021. Also refer to the Company's 2021 Form 10-K, which includes detailed discussions of various items impacting the Company's business, results of operations and financial condition.
The discussion and analysis below has been organized as follows:
•Executive Summary, including a description of the business and significant events that are important to understanding the results of operations and financial condition;
•Results of operations, including an explanation of significant differences between the periods in the specific line items of the consolidated statements of operations;
•Financial condition addressing liquidity position, sources and uses of cash, capital resources and requirements, commitments and off-balance sheet arrangements;
•Known trends that may affect the Company’s results of operations and financial condition in the future; and
•Critical accounting policies which are most important to both the portrayal of the Company's financial condition and results of operations, and which require management's most difficult, subjective or complex judgment.
32
Executive Summary
Introduction and Overview
Clearway Energy, Inc. together with its consolidated subsidiaries, or the Company, is a publicly-traded energy infrastructure investor in and owner of modern, sustainable and long-term contracted assets across North America. The Company is indirectly owned by Global Infrastructure Partners, or GIP. GIP is an independent infrastructure fund manager that makes equity and debt investments in infrastructure assets and businesses. The Company is sponsored by GIP through GIP's portfolio company, Clearway Energy Group LLC, or CEG.
The Company is one of the largest renewable energy owners in the U.S. with over 5,000 net MW of installed wind and solar generation projects. The Company's over 7,500 net MW of assets also includes approximately 2,500 net MW of environmentally-sound, highly efficient natural gas-fired generation facilities. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide its investors with stable and growing dividend income.Substantially all of the Company’s generation assets are under long-term contractual arrangements for the output or capacity from these assets. The weighted average remaining contract duration of these offtake agreements was approximately 12 years as of March 31, 2022 based on CAFD.
On May 1, 2022, the Company completed the sale of 100% of its interests in the Thermal Business to KKR. For further details of the Thermal Disposition, refer to Note 3, Acquisitions and Dispositions.
As of March 31, 2022, the Company's operating assets are comprised of the following projects:
Projects
Percentage Ownership
Net Capacity (MW)(a)
Counterparty
Expiration
Conventional
Carlsbad
100
%
527
San Diego Gas & Electric
2038
El Segundo
100
%
550
SCE
2023
GenConn Devon
50
%
95
Connecticut Light & Power
2040
GenConn Middletown
50
%
95
Connecticut Light & Power
2041
Marsh Landing
100
%
720
Various
2023 - 2030
Walnut Creek
100
%
485
SCE
2023 - 2026
Total Conventional
2,472
Utility Scale Solar
Agua Caliente
51
%
148
PG&E
2039
Alpine
100
%
66
PG&E
2033
Avenal
50
%
23
PG&E
2031
Avra Valley
100
%
27
Tucson Electric Power
2032
Blythe
100
%
21
SCE
2029
Borrego
100
%
26
San Diego Gas and Electric
2038
Buckthorn Solar (b)
100
%
154
City of Georgetown, TX
2043
CVSR
100
%
250
PG&E
2038
Desert Sunlight 250
25
%
63
SCE
2034
Desert Sunlight 300
25
%
75
PG&E
2039
Kansas South
100
%
20
PG&E
2033
Kawailoa (b)
48
%
24
Hawaiian Electric Company
2041
Oahu Solar Projects (b)
95
%
58
Hawaiian Electric Company
2041
Roadrunner
100
%
20
El Paso Electric
2031
Rosamond Central (b)
50
%
96
Various
2035 - 2047
TA High Desert
100
%
20
SCE
2033
Utah Solar Portfolio
100
%
530
PacifiCorp
2036
Total Solar
1,621
Distributed Solar
DGPV Fund Projects (b)
100
%
286
Various
2030 - 2044
Solar Power Partners (SPP) Projects
100
%
25
Various
2026 - 2037
Other DG Projects
100
%
21
Various
2023 - 2039
Total Distributed Solar
332
Wind
Alta I
100
%
150
SCE
2035
33
Projects
Percentage Ownership
Net Capacity (MW)(a)
Counterparty
Expiration
Alta II
100
%
150
SCE
2035
Alta III
100
%
150
SCE
2035
Alta IV
100
%
102
SCE
2035
Alta V
100
%
168
SCE
2035
Alta X (b)
100
%
137
SCE
2038
Alta XI (b)
100
%
90
SCE
2038
Black Rock (b)
50
%
58
Toyota and AEP
2036
Buffalo Bear
100
%
19
Western Farmers Electric Co-operative
2033
Crosswinds
99
%
21
Corn Belt Power Cooperative
2027
Elbow Creek (b)
100
%
122
Various
2029
Elkhorn Ridge
66.7
%
54
Nebraska Public Power District
2029
Forward
100
%
29
Constellation NewEnergy, Inc.
2022
Goat Wind
100
%
150
Dow Pipeline Company
2025
Hardin
99
%
15
Interstate Power and Light Company
2027
Langford (b)
100
%
160
Goldman Sachs
2033
Laredo Ridge
100
%
81
Nebraska Public Power District
2031
Lookout (b)
100
%
38
Southern Maryland Electric Cooperative
2030
Mesquite Sky (b)
50
%
170
Various
2033 - 2036
Mesquite Star (b)
50
%
210
Various
2032 - 2035
Mt. Storm
100
%
264
Citigroup
2031
Ocotillo
100
%
59
N/A
Odin
99.9
%
21
Missouri River Energy Services
2028
Pinnacle (b)
100
%
54
Maryland Department of General Services and University System of Maryland
2031
Rattlesnake (b) (d)
100
%
160
Avista Corporation
2040
San Juan Mesa
75
%
90
Southwestern Public Service Company
2025
Sleeping Bear
100
%
95
Public Service Company of Oklahoma
2032
South Trent
100
%
101
AEP Energy Partners
2029
Spanish Fork
100
%
19
PacifiCorp
2028
Spring Canyon II (b)
90.1
%
31
Platte River Power Authority
2039
Spring Canyon III (b)
90.1
%
26
Platte River Power Authority
2039
Taloga
100
%
130
Oklahoma Gas & Electric
2031
Wildorado (b)
100
%
161
Southwestern Public Service Company
2027
Total Wind
3,285
Thermal generation (e)
100
%
39
Various
Various
Total net generation capacity
7,749
Thermal equivalent MWt (c) (e)
97
%
1,370
Various
Various
(a) Net capacity represents the maximum, or rated, generating capacity of the facility multiplied by the Company's percentage ownership in the facility as of March 31, 2022.
(b) Projects are part of tax equity arrangements and ownership percentage is based on cash to be distributed, as further described in Item 1 — Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities.
(c) Net MWt capacity excludes 43 MWt available under the right-to-use provisions contained in agreements between one of the Company's thermal facilities and certain of its customers.
(d) Rattlesnake has a deliverable capacity of 144 MW.
(e) Includes Thermal assets sold on May 1, 2022, as further described in Item 1 — Note 3, Acquisitions and Dispositions.
34
Significant Events
Thermal Disposition
•On May 1, 2022, the Company completed the sale of 100% of its interests in the Thermal Business to KKR for net proceeds of approximately $1.46 billion, inclusive of working capital, which excludes approximately $20 million in transaction expenses that were incurred in connection with the disposition. The Company estimates that the Thermal Disposition will result in a gain of approximately $1.31 billion.
Corporate Financing Activities
•On May 3, 2022, the Company repaid (i) $305 million in outstanding borrowings under the revolving credit facility and (ii) $335 million in outstanding borrowings under the Bridge Loan Agreement utilizing proceeds received from the Thermal Disposition.
Project-Level Financing Activities
•On March 16, 2022, the Company, through its indirect subsidiary, Viento Funding II, LLC, entered into a financing agreement which included the issuance of a $190 million term loan as well as $35 million in letters of credit, supported by the Company’s interests in the Elkhorn Ridge, Laredo Ridge, San Juan Mesa and Taloga wind projects. The proceeds from the term loan were used to pay off the existing debt in the amount of $186 million related to Laredo Ridge, Tapestry Wind LLC and Viento Funding II, LLC and to pay related financing costs.
Drop Down Transactions
•On March 25, 2022, the Company, through its indirect subsidiary, Lighthouse Renewable Holdco LLC, acquired Mililani BL Borrower Holdco LLC, the indirect owner of the Mililani I solar project, a 39 MW Solar project with 156 MWh of storage capacity that is currently under construction, located in Oahu, Hawaii, from Clearway Renew LLC, a subsidiary of CEG, for cash consideration of $22 million. Lighthouse Renewable Holdco LLC is a partnership between the Company and a third-party investor. The third-party investor also contributed cash consideration of $14 million utilized to acquire their portion of the acquired entity. Mililani BL Borrower Holdco LLC consolidates, as the direct owner of the primary beneficiary, a tax equity fund, Mililani TE Holdco LLC, which directly holds the Mililani I solar project. Mililani I has a 20-year power purchase agreement with an investment-grade utility that commences when the project achieves commercial operations The acquisition was funded with existing sources of liquidity. As part of the acquisition of Mililani I, the Company assumed the project’s financing agreement which included a $16 million construction loan that converts to a term loan upon completion of construction, $60 million tax equity bridge loan and a $27 million sponsor equity bridge loan. The sponsor equity bridge loan was repaid at acquisition date, utilizing $14 million from the cash equity investor, as well as $15 million of the Company’s acquisition price, which was contributed back by CEG, and $2 million was utilized to pay associated fees. The tax equity bridge loan will be repaid with the final proceeds from the tax equity investor that will be received when Mililani I achieves commercial operations, which is expected to occur in the second half of 2022.
•In February 2022, in connection with the Company’s 2021 acquisition of the Class B membership interests in Black Rock Wind Holding LLC, through its indirect subsidiary Lighthouse Renewable Holding Sub LLC, from Clearway Renew LLC, a subsidiary of CEG, the Company paid an additional $23 million as final funding after all remaining turbines of the Black Rock wind project became operational. Concurrent with the final funding, the $59 million that was contributed in 2021 by third-party investors, consisting of $36 million contributed by the cash equity investor and $23 million contributed by the tax equity investor, was released to Clearway Renew LLC.
Environmental Matters
The Company is subject to a wide range of environmental laws during the development, construction, ownership and operation of facilities. These existing and future laws generally require that governmental permits and approvals be obtained before construction and maintained during operation of facilities. The Company is obligated to comply with all environmental laws and regulations applicable within each jurisdiction and required to implement environmental programs and procedures to monitor and control risks associated with the construction, operation and decommissioning of regulated or permitted energy assets. Federal and state environmental laws have historically become more stringent over time, although this trend could change in the future.
35
Proposed Federal Reclassification of Northern Long-Eared Bat — On March 23, 2022, the U.S. Fish and Wildlife Service (FWS) announced a proposal to reclassify the northern long-eared bat as endangered under the Endangered Species Act. The bat, currently listed as threatened, faces extinction due to the range-wide impacts of white-nose syndrome, a deadly disease affecting cave-dwelling bats across the continent. The northern long-eared bat is found in 37 states in the eastern and north central United States and in Canada. The Company is working with renewable energy industry groups to provide comments on the proposed reclassification as this proposal could affect renewable energy facility siting and operations. The proposed listing was recently published by FWS in the Federal Register and comments on the proposal are due by May 23, 2022. The Company is participating in this comment process through the renewable industry group.
The Company’s environmental matters are further described in the Company’s 2021 Form 10-K in Item 1, Business — Environmental Matters and Item 1A, Risk Factors.
Regulatory Matters
The Company’s regulatory matters are described in the Company’s 2021 Form 10-K in Item 1, Business — Regulatory Matters and Item 1A, Risk Factors.
Trends Affecting Results of Operations and Future Business Performance
The Company’s trends are described in the Company’s 2021 Form 10-K in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Trends Affecting Results of Operations and Future Business Performance.
Recent Developments Affecting Industry Conditions and the Company’s Business
COVID-19 Update
In response to the ongoing coronavirus (COVID-19) pandemic, the Company has implemented preventative measures and developed corporate and regional response plans to protect the health and safety of its employees, customers and other business counterparties, while supporting the Company's suppliers and customers' operations to the best of its ability in the circumstances. The Company continues to promote heightened awareness and vigilance, hygiene, and implementation of more stringent cleaning protocols across its facilities and operations and continues to evaluate these measures, response plans and business practices in light of the evolving effects of COVID-19 and its variants.
As of the date of this report, the Company has not experienced any material financial or operational impacts related to COVID-19, or variants thereof. All of the Company’s facilities have remained operational. The Company will continue to assess any financial or operational impacts based on any future developments.
The Company cannot predict the full impact that COVID-19 and its variants will have on the Company’s financial expectations, its financial condition, results of operations and cash flows, its ability to pay dividends to its stockholders, the market prices of its common stock and its ability to satisfy its debt service obligations at this time, due to numerous uncertainties. The ultimate impact will depend on future developments, including, among others, the ultimate geographic spread of the virus and related variants, the consequences of governmental and other measures designed to prevent the spread of the virus, the development of effective treatments, including vaccines, the duration of the pandemic, actions taken by governmental authorities, customers, suppliers and other third parties, workforce availability and the timing and extent to which normal economic and operating conditions resume For additional discussion regarding risks associated with the COVID-19 pandemic, see Part I, Item 1A Risk Factors of the Company's 2021 Form 10-K.
36
Consolidated Results of Operations
The following table provides selected financial information:
Three months ended March 31,
(In millions)
2022
2021
Change
Operating Revenues
Energy and capacity revenues
$
360
$
276
$
84
Other revenues
22
17
5
Contract amortization
(42)
(32)
(10)
Mark-to-market for economic hedges
(126)
(24)
(102)
Total operating revenues
214
237
(23)
Operating Costs and Expenses
Cost of fuels
22
19
3
Operations and maintenance
76
68
8
Other costs of operations
30
23
7
Depreciation, amortization and accretion
124
128
(4)
General and administrative
12
10
2
Transaction and integration costs
2
2
—
Development costs
1
1
—
Total operating costs and expenses
267
251
16
Operating Loss
(53)
(14)
(39)
Other Income (Expense)
Equity in earnings of unconsolidated affiliates
4
4
—
Other income, net
—
1
(1)
Loss on debt extinguishment
(2)
(42)
40
Derivative interest income
41
47
(6)
Other interest expense
(88)
(92)
4
Total other expense, net
(45)
(82)
37
Loss Before Income Taxes
(98)
(96)
(2)
Income tax benefit
(1)
(20)
19
Net Loss
(97)
(76)
(21)
Less: Loss attributable to noncontrolling interests and redeemable interests
(65)
(79)
14
Net (Loss) Income Attributable to Clearway Energy, Inc.
$
(32)
$
3
$
(35)
Three months ended March 31,
Business metrics:
2022
2021
Renewables MWh generated/sold (in thousands) (a)
3,319
2,530
Thermal MWt sold (in thousands)
652
611
Thermal MWh sold (in thousands)
14
13
Conventional MWh generated (in thousands) (a) (b)
132
165
Conventional equivalent availability factor
95.3
%
83.2
%
14
(a) Volumes do not include the MWh generated/sold by the Company's equity method investments.
(b) Volumes generated are not sold as the Conventional facilities sell capacity rather than energy.
37
Management’s Discussion of the Results of Operations for the Three Months Ended March 31, 2022 and 2021
Operating Revenues
Operating revenues decreased by $23 million during the three months ended March 31, 2022, compared to the same period in 2021, due to a combination of the drivers summarized in the table below:
(In millions)
Renewables Segment
Increase due to a loss of $50 million in February 2021 related to net settlements of obligations for wind facilities that were unable to produce the required output during extreme weather conditions in Texas, as well as the 2021 acquisitions of Agua Caliente, Mt. Storm and the Utah Solar Portfolio
$
74
Thermal Segment
Increase primarily driven by higher fuel prices passed through to customers and higher volumes, partially driven by weather
9
Conventional Segment
Increase driven by improved availability at the El Segundo facility due to the timing of annual planned maintenance outages
6
Mark-to-market for economic hedges
Increase in unrealized losses from changes in the fair value of commodity contracts, primarily driven by an increase in forward power prices in the ERCOT and PJM markets, as well as the 2021 acquisitions of Mt. Storm and Mesquite Sky and the mark-to-market of the Langford commodity contract, which previously qualified for the NPNS exception
(102)
Contract amortization
Increase primarily driven by amortization of the intangible assets for power purchase agreements related to the 2021 acquisitions of Agua Caliente and the Utah Solar Portfolio
(10)
$
(23)
Operations and Maintenance Expense
Operations and maintenance expense increased by $8 million during the three months ended March 31, 2022, compared to the same period in 2021, primarily from the 2021 acquisitions of Mt. Storm, Mesquite Sky and the Utah Solar Portfolio.
Other Costs of Operations Expense
Other cost of operations increased $7 million for the three months ended March 31, 2022, compared to the same period in 2021, primarily from the 2021 acquisitions of Mt. Storm, Mesquite Sky and the Utah Solar Portfolio.
Loss on Debt Extinguishment
The Company recorded a loss on debt extinguishment of $2 million during the three months ended March 31, 2022, which reflects the write-off of previously deferred finance costs related to the Laredo Ridge, Tapestry Wind LLC and Viento Funding II, LLC, as further described in Note 7, Long-term Debt.
The Company recorded a loss on debt extinguishment of $42 million during the three months ended March 31, 2021, which primarily reflects the write-off of previously deferred finance costs and payment of premiums related to the redemption of the 2025 Senior Notes.
IncomeTax Benefit
For the three months ended March 31, 2022, the Company recorded an income tax benefit of $1 million on pretax loss of $98 million. For the same period in 2021, the Company recorded an income tax benefit of $20 million on a pretax loss of $96 million. The primary driver of the $19 million decrease in income tax benefit is the increase in the allocation of mark-to-market losses to external partners in 2022, which is treated as a discrete item.
38
Loss Attributable to Noncontrolling Interests and Redeemable Interests
For the three months ended March 31, 2022, the Company had a loss of $65 million attributable to noncontrolling interests and redeemable interests comprised of the following:
(In millions)
CEG's economic interest in Clearway Energy LLC
$
(25)
Losses attributable to third-party partnerships
(22)
Losses attributable to tax equity financing arrangements and the application of HLBV
(18)
$
(65)
For the three months ended March 31, 2021, the Company had a loss of $79 million attributable to noncontrolling interests and redeemable interests comprised of the following:
(In millions)
Losses attributable to tax equity financing arrangements and the application of HLBV
$
(41)
Losses attributable to third-party partnerships
(26)
CEG's economic interest in Clearway Energy LLC
(12)
$
(79)
Liquidity and Capital Resources
The Company's principal liquidity requirements are to meet its financial commitments, finance current operations, fund capital expenditures, including acquisitions from time to time, service debt and pay dividends. As a normal part of the Company's business, depending on market conditions, the Company will from time to time consider opportunities to repay, redeem, repurchase or refinance its indebtedness. Changes in the Company's operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause the Company to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions.
Current Liquidity Position
As of March 31, 2022 and December 31, 2021, the Company's liquidity was approximately $574 million and $821 million, respectively, comprised of cash, restricted cash and availability under the Company's revolving credit facility.
(In millions)
March 31, 2022
December 31, 2021
Cash and cash equivalents:
Clearway Energy, Inc. and Clearway Energy LLC, excluding subsidiaries
$
45
$
33
Subsidiaries
95
146
Restricted cash:
Operating accounts
135
246
Reserves, including debt service, distributions, performance obligations and other reserves
191
229
Total cash, cash equivalents and restricted cash
$
466
$
654
Revolving credit facility availability
108
167
Total liquidity
$
574
$
821
The Company’s liquidity includes $326 million and $475 million of restricted cash balances as of March 31, 2022 and December 31, 2021, respectively. Restricted cash consists primarily of funds to satisfy the requirements of certain debt arrangements and funds held within the Company's projects that are restricted in their use. As of March 31, 2022, these restricted funds were comprised of $135 million designated to fund operating expenses, approximately $38 million designated for current debt service payments and $135 million restricted for reserves including debt service, performance obligations and other reserves, as well as capital expenditures. The remaining $18 million is held in distribution reserve accounts.
39
As of March 31, 2022, the Company had $305 million of borrowings under the revolving credit facility and $82 million in letters of credit outstanding. During the three months ended March 31, 2022, the Company borrowed $80 million under the revolving credit facility, and subsequently repaid $20 million. On May 3, 2022, the Company repaid the $305 million in outstanding borrowings under the revolving credit facility utilizing the proceeds received from the Thermal Disposition. The facility will continue to be used for general corporate purposes including financing of future acquisitions and posting letters of credit.
Management believes that the Company’s liquidity position, cash flows from operations, and availability under its revolving credit facility will be adequate to meet the Company's financial commitments; debt service obligations; growth, operating and maintenance capital expenditures; and to fund dividends to holders of the Company’s Class A common stock and Class C common stock. Management continues to regularly monitor the Company’s ability to finance the needs of its operating, financing and investing activity within the dictates of prudent balance sheet management.
Credit Ratings
Credit rating agencies rate a firm's public debt securities. These ratings are utilized by the debt markets in evaluating a firm's credit risk. Ratings influence the price paid to issue new debt securities by indicating to the market the Company’s ability to pay principal, interest and preferred dividends. Rating agencies evaluate a firm's industry, cash flow, leverage, liquidity and hedge profile, among other factors, in their credit analysis of a firm’s credit risk.
The following table summarizes the credit ratings for the Company and its Senior Notes as of March 31, 2022:
S&P
Moody's
Clearway Energy, Inc.
BB
Ba2
4.750% Senior Notes, due 2028
BB
Ba2
3.750% Senior Notes, due 2031
BB
Ba2
3.750% Senior Notes, due 2032
BB
Ba2
Sources of Liquidity
The Company’s principal sources of liquidity include cash on hand, cash generated from operations, proceeds from sales of assets, borrowings under new and existing financing arrangements and the issuance of additional equity and debt securities as appropriate given market conditions. As described in Item 1 — Note 7, Long-term Debt, to this Form 10-Q and Item 15 — Note 10, Long-term Debt, to the consolidated financial statements included in the Company’s 2021 Form 10-K, the Company’s financing arrangements consist of corporate level debt, which includes Senior Notes and the revolving credit facility; the ATM Programs; and project-level financings for its various assets.
Thermal Disposition
On May 1, 2022, the Company completed the sale of 100% of its interests in the Thermal Business to KKR for net proceeds of approximately $1.46 billion, inclusive of working capital, which excludes approximately $20 million in transaction expenses that were incurred in connection with the disposition. The Company estimates that the Thermal Disposition will result in a gain of approximately $1.31 billion.
Uses of Liquidity
The Company’s requirements for liquidity and capital resources, other than for operating its facilities, are categorized as: (i) debt service obligations, as described more fully in Item 1 — Note 7, Long-term Debt, to the consolidated financial statements; (ii) capital expenditures; (iii) off-balance sheet arrangements; (iv) acquisitions and investments; and (v) cash dividends to investors.
Capital Expenditures
The Company's capital spending program is mainly focused on maintenance capital expenditures, consisting of costs to maintain the assets currently operating, such as costs to replace or refurbish assets during routine maintenance, and growth capital expenditures consisting of costs to construct new assets, costs to complete the construction of assets where construction is in process, and capital expenditures related to acquiring additional thermal customers.
40
For the three months ended March 31, 2022, the Company used approximately $47 million to fund capital expenditures, including growth expenditures of $36 million in the Renewables segment, $17 million incurred in connection with the Mesquite Sky wind project, $9 million incurred in connection with the Black Rock wind project, $5 million incurred in connection with the Rattlesnake wind project and $5 million incurred by other wind and solar projects. The Company also incurred $4 million of growth capital expenditures in the Thermal segment in connection with various development projects. In addition, the Company incurred $7 million in maintenance capital expenditures. The Company estimates $30 million of maintenance expenditures for 2022. These estimates are subject to continuing review and adjustment. Actual capital expenditures may vary from these estimates. Estimates for 2022 exclude any contributions from the Thermal segment for periods after the closing of the Thermal Disposition.
Acquisitions and Investments
The Company intends to acquire generation assets developed and constructed by CEG, as well as generation assets from third parties where the Company believes its knowledge of the market and operating expertise provides a competitive advantage, and to utilize such acquisitions as a means to grow its business.
Mililani I Drop Down — On March 25, 2022, the Company, through its indirect subsidiary, Lighthouse Renewable Holdco LLC, acquired Mililani BL Borrower Holdco LLC, the indirect owner of the Mililani I solar project, a 39 MW Solar project with 156 MWh of storage capacity that is currently under construction, located in Oahu, Hawaii, from Clearway Renew LLC, a subsidiary of CEG, for cash consideration of $22 million. Lighthouse Renewable Holdco LLC is a partnership between the Company and a third-party investor. The third-party investor also contributed cash consideration of $14 million utilized to acquire their portion of the acquired entity. Mililani BL Borrower Holdco LLC consolidates, as the direct owner of the primary beneficiary, a tax equity fund, Mililani TE Holdco LLC, which directly holds the Mililani I solar project. Mililani I has a 20-year power purchase agreement with an investment-grade utility that commences when the project achieves commercial operations. The acquisition was funded with existing sources of liquidity. As part of the acquisition of Mililani I, the Company assumed the project’s financing agreement which included a $16 million construction loan that converts to a term loan upon completion of construction, $60 million tax equity bridge loan and a $27 million sponsor equity bridge loan. The sponsor equity bridge loan was repaid at acquisition date, utilizing $14 million from the cash equity investor, as well as $15 million of the Company’s acquisition price, which was contributed back by CEG, and $2 million was utilized to pay associated fees. The tax equity bridge loan will be repaid with the final proceeds from the tax equity investor that will be received when Mililani I achieves commercial operations, which is expected to occur in the second half of 2022.
Black Rock Drop Down - In February 2022, in connection with the Company’s 2021 acquisition of the Class B membership interests in Black Rock Wind Holding LLC, through its indirect subsidiary Lighthouse Renewable Holding Sub LLC, from Clearway Renew LLC, as subsidiary of CEG, the Company paid an additional $23 million as final funding after all remaining turbines of the Black Rock wind project became operational. Concurrent with the final funding, the $59 million that was contributed in 2021 by third-party investors, consisting of $36 million contributed by the cash equity investor and $23 million contributed by the tax equity investor, was released to Clearway Renew LLC.
Bridge Loan Agreement
On May 3, 2022, the Company repaid the $335 million in outstanding borrowings under the Bridge Loan Agreement utilizing proceeds received from the Thermal Disposition.
Cash Dividends to Investors
The Company intends to use the amount of cash that it receives from its distributions from Clearway Energy LLC to pay quarterly dividends to the holders of its Class A common stock and Class C common stock. Clearway Energy LLC intends to distribute to its unit holders in the form of a quarterly distribution all of the CAFD that is generated each quarter, less reserves for the prudent conduct of the business. Dividends on the Class A common stock 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.
41
The following table lists the dividends paid on the Company’s Class A common stock and Class C common stock during the three months ended March 31, 2022:
First Quarter 2022
Dividends per Class A share
$
0.3468
Dividends per Class C share
0.3468
On May 4, 2022, the Company declared quarterly dividends on its Class A common stock and Class C common stock of $0.3536 per share payable on June 15, 2022, to stockholders of record as of June 1, 2022.
Off-Balance Sheet Arrangements
Obligations under Certain Guarantee Contracts
The Company may enter into guarantee arrangements in the normal course of business to facilitate commercial transactions with third parties.
Retained or Contingent Interests
The Company does not have any material retained or contingent interests in assets transferred to an unconsolidated entity.
Obligations Arising Out of a Variable Interest in an Unconsolidated Entity
As of March 31, 2022, the Company has several investments with an ownership interest percentage of 50% or less in energy and an energy-related entity that is accounted for under the equity method. GenConn is a variable interest entity for which the Company is not the primary beneficiary. The Company’s pro-rata share of non-recourse debt held by unconsolidated affiliates was approximately $341 million as of March 31, 2022. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company.
Contractual Obligations and Commercial Commitments
The Company has a variety of contractual obligations and other commercial commitments that represent prospective cash requirements in addition to the Company's capital expenditure programs, as disclosed in the Company's 2021 Form 10-K.
42
Cash Flow Discussion
The following table reflects the changes in cash flows for the three months ended March 31, 2022, compared to the three months ended March 31, 2021:
Three months ended March 31,
2022
2021
Change
(In millions)
Net cash provided by operating activities
$
93
$
47
$
46
Net cash used in investing activities
(92)
(314)
222
Net cash (used in) provided by financing activities
(184)
233
(417)
Net Cash Provided by Operating Activities
Changes to net cash provided by operating activities were driven by:
(In millions)
Increase in operating income adjusted for non-cash items
$
75
Decrease in working capital primarily driven by the timing of accounts receivable collections and payments of accounts payable
(27)
Decrease in distributions from unconsolidated affiliates
(2)
$
46
Net Cash Used in Investing Activities
Changes to net cash used in investing activities were driven by:
(In millions)
Cash paid for Agua Caliente, net of cash acquired, in 2021
$
111
Changes in cash paid for Drop Down assets
81
Cash paid to CEG in 2021 for equipment for the Pinnacle wind project repowering
21
Changes in capital expenditures
11
Other
(2)
$
222
Net Cash (Used in) Provided by Financing Activities
Changes in net cash (used in) provided by financing activities were driven by:
(In millions)
Decrease in net contributions from noncontrolling interest members
$
(206)
Decrease in proceeds from issuance of long-term debt, net of payments
(170)
Cash released from escrow distributed to CEG in 2022
(64)
Increase in dividends paid to common stockholders
(4)
Increase in net borrowings under the revolving credit facility
35
Other
(8)
$
(417)
43
NOLs, Deferred Tax Assets and Uncertain Tax Position Implications, under ASC 740
As of December 31, 2021, the Company had a cumulative federal NOL carry forward balance of $1.3 billion for financial statement purposes, of which $0.9 billion will begin expiring between 2033 to 2037 if unutilized. The Company does not anticipate any federal income tax payments for 2022. Additionally, as of December 31, 2021, the Company had a cumulative state NOL carryforward balance of $769 million for financial statement purposes, which will expire between 2023 to 2040 if unutilized. In addition, the Company has PTC and ITC carryforward balances totaling $15 million, which will expire between 2034 and 2041 if unutilized.
Based on the Company's current portfolio of assets, which include renewable assets that benefit from accelerated tax depreciation deductions and federal tax credits, current and expected NOL balances, and after taking into account the projected taxable gain from the Thermal Disposition, the Company estimates that it will not pay material federal income tax through 2027, but does expect to pay material state income tax across certain jurisdictions beginning in 2022.
As of December 31, 2021, the Company had an interest disallowance carry forward of $7 million as a result of the proposed and final regulations under §163(j) of the Internal Revenue Code, which was enacted as part of the Tax Act. The disallowed interest deduction has an indefinite carry forward period and any limitations on the utilization of this carry forward have been factored into our valuation allowance analysis.
On February 9, 2022, the governor of California signed Senate Bill 113, or SB 113, removing the suspension of California NOL utilization for tax year 2022. After assessing the law change, the Company expects SB 113 to have an immaterial impact on the consolidated financial statements.
The Company is subject to examination by taxing authorities for income tax returns filed in the U.S. federal jurisdiction and various state jurisdictions. The Company is not subject to U.S. federal or state income tax examinations for years prior to 2013. The Company has no uncertain tax benefits.
The Company has no uncertain tax benefits as of March 31, 2022.
Fair Value of Derivative Instruments
The Company may enter into commodity purchase contracts and other energy-related financial instruments to mitigate variability in earnings due to fluctuations in spot market prices and to hedge fuel requirements at certain generation facilities. In addition, in order to mitigate interest rate risk associated with the issuance of variable rate debt, the Company enters into interest rate swap agreements.
The tables below disclose the activities of non-exchange traded contracts accounted for at fair value in accordance with ASC 820. Specifically, these tables disaggregate realized and unrealized changes in fair value; disaggregate estimated fair values at March 31, 2022, based on their level within the fair value hierarchy defined in ASC 820; and indicate the maturities of contracts at March 31, 2022. For a full discussion of the Company's valuation methodology of its contracts, see Derivative Fair Value Measurements in Item 1 — Note 5, Fair Value of Financial Instruments.
Derivative Activity (Losses) Gains
(In millions)
Fair value of contracts as of December 31, 2021
$
(236)
Contracts realized or otherwise settled during the period
12
Contracts acquired during the period
(2)
Contracts added due to loss of NPNS exception
(22)
Changes in fair value
(57)
Fair value of contracts as of March 31, 2022
$
(305)
44
Fair value of contracts as of March 31, 2022
Maturity
Fair Value Hierarchy (Losses) Gains
1 Year or Less
Greater Than
1 Year to 3 Years
Greater Than
3 Years to 5 Years
Greater Than
5 Years
Total Fair
Value
(In millions)
Level 2
$
(7)
$
11
$
(6)
$
1
$
(1)
Level 3
(62)
(71)
(55)
(116)
(304)
Total
$
(69)
$
(60)
$
(61)
$
(115)
$
(305)
The Company has elected to disclose derivative assets and liabilities on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level. As discussed below in Quantitative and Qualitative Disclosures about Market Risk - Commodity Price Risk, the Company, measures the sensitivity of the portfolio to potential changes in market prices using VaR, a statistical model which attempts to predict risk of loss based on market price and volatility. The Company's risk management policy places a limit on one-day holding period VaR, which limits the net open position.
Critical Accounting Policies and Estimates
The Company's discussion and analysis of the financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements and related disclosures in compliance with GAAP requires the application of appropriate technical accounting rules and guidance, as well as the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. The application of these policies necessarily involves judgments regarding future events, including the likelihood of success of particular projects, legal and regulatory challenges and the fair value of certain assets and liabilities. These judgments, in and of themselves, could materially affect the financial statements and disclosures based on varying assumptions, which may be appropriate to use. In addition, the financial and operating environment may also have a significant effect, not only on the operation of the business, but on the results reported through the application of accounting measures used in preparing the financial statements and related disclosures, even if the nature of the accounting policies has not changed.
On an ongoing basis, the Company evaluates these estimates, utilizing historic experience, consultation with experts and other methods the Company considers reasonable. Actual results may differ substantially from the Company's estimates. Any effects on the Company's business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the information that gives rise to the revision becomes known.
The Company identifies its most critical accounting policies as those that are the most pervasive and important to the portrayal of the Company's financial position and results of operations, and that require the most difficult, subjective and/or complex judgments by management regarding estimates about matters that are inherently uncertain. The Company's critical accounting policies include income taxes and valuation allowance for deferred tax assets, accounting utilizing Hypothetical Liquidation at Book Value, or HLBV, and acquisition accounting.
Recent Accounting Developments
See Item 1 — Note 2, Summary of Significant Accounting Policies, for a discussion of recent accounting developments.
45
ITEM 3 — Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to several market risks in its normal business activities. Market risk is the potential loss that may result from market changes associated with the Company's power generation or with an existing or forecasted financial or commodity transaction. The types of market risks the Company is exposed to are commodity price risk, interest rate risk, liquidity risk, and credit risk. The following disclosures about market risk provide an update to, and should be read in conjunction with, Item 7A —Quantitative and Qualitative Disclosures About Market Risk, of the Company's 2021 Form 10-K.
Interest Rate Risk
The Company is exposed to fluctuations in interest rates through its issuance of variable rate debt. Exposures to interest rate fluctuations may be mitigated by entering into derivative instruments known as interest rate swaps, caps, collars and put or call options. These contracts reduce exposure to interest rate volatility and result in primarily fixed rate debt obligations when taking into account the combination of the variable rate debt and the interest rate derivative instrument. See Item 1 —Note 6, Derivative Instruments and Hedging Activities, for more information.
Most of the Company's project subsidiaries enter into interest rate swaps, intended to hedge the risks associated with interest rates on non-recourse project level debt. See Item 15 — Note 10, Long-term Debt, to the Company's audited consolidated financial statements for the year ended December 31, 2021 included in the 2021 Form 10-K for more information about interest rate swaps of the Company's project subsidiaries.
If all of the interest rate swaps had been discontinued on March 31, 2022, the Company would have owed the counterparties $6 million. Based on the credit ratings of the counterparties, the Company believes its exposure to credit risk due to nonperformance by counterparties to its hedge contracts to be insignificant.
The Company has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. As of March 31, 2022, a 1% change in interest rates would result in an approximately $6 million change in market interest expense on a rolling twelve-month basis.
As of March 31, 2022, the fair value of the Company's debt was $7,644 million and the carrying value was $7,822 million. The Company estimates that a 1% decrease in market interest rates would have increased the fair value of its long-term debt by approximately $438 million.
Liquidity Risk
Liquidity risk arises from the general funding needs of the Company's activities and in the management of the Company's assets and liabilities.
Commodity Price Risk
Commodity price risks result from exposures to changes in spot prices, forward prices, volatilities, and correlations between various commodities, such as electricity, natural gas and emissions credits. The Company manages the commodity price risk of its merchant generation operations by entering into derivative or non-derivative instruments to hedge the variability in future cash flows from forecasted power sales or purchases of fuel. The portion of forecasted transactions hedged may vary based upon management's assessment of market, weather, operation and other factors.
Based on a sensitivity analysis using simplified assumptions, the impact of a $0.50 per MMBtu decrease in natural gas prices across the term of the derivative contracts would cause no change to the net value of natural gas derivatives, and an increase of $0.50 per MMBtu in natural gas prices across the term of the derivative contracts would cause an increase of approximately $1 million to the net value of natural gas derivatives as of March 31, 2022. The impact of a $0.50 per MWh increase or decrease in power prices across the term of the derivatives contracts would cause a change of approximately $8 million to the net value of power derivatives as of March 31, 2022.
Counterparty Credit Risk
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; and (ii) the use of credit mitigation measures such as prepayment arrangements or volumetric limits. 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. See Item 1 — Note 5, Fair Value of Financial Instruments, to the consolidated financial statements for more information about concentration of credit risk.
46
ITEM 4 — Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure ControlsandProcedures
Under the supervision and with the participation of the Company's management, including its principal executive officer, principal financial officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act. Based on this evaluation, the Company's principal executive officer, principal financial officer and principal accounting officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended March 31, 2022 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
47
PART II - OTHER INFORMATION
ITEM 1 — LEGAL PROCEEDINGS
For a discussion of the material legal proceedings in which the Company was involved through March 31, 2022, see Item 1 — Note 12, Contingencies, to this Form 10-Q.
ITEM 1A — RISK FACTORS
Information regarding risk factors appears in Part I, Item 1A, Risk Factors, in the Company's 2021 Form 10-K. There have been no material changes in the Company's risk factors since those reported in its 2021 Form 10-K.
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 — DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 — MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 — OTHER INFORMATION
Disclosure Pursuant to Item 2.01 of Form 8-K – Completion of Acquisition or Disposition of Assets.
As previously disclosed, on October 22, 2021, Clearway Energy Operating LLC, a subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) to sell the Company’s Thermal Business to KKR. On May 1, 2022, the Company completed the sale of 100% of its interests in the Thermal Business to KKR for net proceeds of approximately $1.46 billion, which excludes approximately $20 million in transaction expenses that were incurred in connection with the disposition and is subject to certain post-closing adjustments.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 26, 2021, and is incorporated herein by reference.
Cover Page Interactive Data File (the cover page interactive data file does not appear in Exhibit 104 because its Inline XBRL tags are embedded within the Inline XBRL document).
Filed herewith.
______________
†
Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request.
*
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.
^
Indicates exhibits that constitute compensatory plans or arrangements.
49
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CLEARWAY ENERGY, INC. (Registrant)
/s/ CHRISTOPHER S. SOTOS
Christopher S. Sotos
President and Chief Executive Officer
(Principal Executive Officer)
/s/ CHAD PLOTKIN
Chad Plotkin
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ SARAH RUBENSTEIN
Sarah Rubenstein
Date: May 5, 2022
Senior Vice President and Chief Accounting Officer
