PRINCETOWN, N.J., Jan. 24, 2024 (GLOBE NEWSWIRE) -- Clearway Energy, Inc. (NYSE:CWEN, CWEN.A))) plans to report Fourth Quarter 2023 financial results on Thursday, February 22, 2024. Management will present the results during a conference call and webcast at 8:00 a.m. Eastern. A live webcast of the conference call, including presentation materials, can be accessed through the Company's website at http://www.clearwayenergy.com and clicking on "Presentations & Webcasts" under the Investor Relations section. Th ...

Financial Data and Key Metrics Changes - The company reported a CAFD of $156 million and adjusted EBITDA of $323 million for Q3 2023, with a full-year CAFD guidance range of $330 million to $360 million, expected to fall at the lower end of this range [28][47] - The 2024 full-year CAFD guidance is set at $395 million, reflecting onetime maintenance costs and related outages [73][48] - The company anticipates a decrease in CAFD due to various factors, including increased insurance costs and inflation, leading to a reduction of $10 million from previous estimates [25][84] Business Line Data and Key Metrics Changes - The conventional energy gross margin was approximately $11 million lower due to milder temperatures in California, impacting overall performance [28] - The company has secured contracts for approximately 1.5 years at strong pricing, which is expected to drive growth in 2027 and beyond [26][40] Market Data and Key Metrics Changes - The company has approximately 100% of its capacity contracted through 2025, 87% contracted through 2026, and 42% contracted in 2027 [45] - The renewable assets continue to produce electricity at competitive prices compared to other forms of generation, despite market volatility [20][21] Company Strategy and Development Direction - The company emphasizes the importance of a straightforward capital structure with no complex financing, ensuring no need for external capital to meet dividend growth objectives through 2026 [42][35] - The company is focused on maintaining strong sponsor relationships and optimizing capital deployment to ensure a steady supply of dropdown assets [17][39] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the challenges posed by increased interest rates but remains confident in the long-term growth of renewable assets in the U.S. [20][34] - The company is committed to maintaining its CAFD per share guidance of $2.15 through 2026, despite current market conditions [69][51] Other Important Information - The company has a strong balance sheet with 99% of consolidated long-term debt at fixed interest rates, insulating it from current interest rate volatility [29][42] - The company has been awarded an additional 1.5 years of contracted RA value, providing a strong foundation for growth in 2027 and beyond [16][19] Q&A Session Summary Question: What led to the reduction in the 2024 guidance? - Management clarified that the reduction is primarily due to timing issues related to growth investments, not a change in overall expectations for 2024 [2][3] Question: Should we expect large drop-down announcements soon? - Management expressed doubt about large announcements in the near term, citing market conditions and the focus on getting existing projects operational [6][14] Question: How does the company view organic growth opportunities? - Management indicated that while there are opportunities for repowering and expansions, significant organic growth is not expected in the immediate future [90][89] Question: What is the outlook for refinancing project-level debt? - Management is optimistic about refinancing, noting that upcoming large project refinancings are backed by long-term PPAs [128][127] Question: How does the company model expectations for P50 generation? - Management stated that they typically seek a higher return on wind assets due to their inherent volatility and have not changed their modeling approach despite recent performance [130][131]

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 | --- | -- ...

Clearway Energy, Inc. (NYSE:CWEN) Q2 2023 Earnings Conference Call August 8, 2023 8:00 AM ET Company Participants Chris Sotos - President and Chief Executive Officer Sarah Rubenstein - Executive Vice President and Chief Financial Officer Conference Call Participants Julien Dumoulin-Smith - Bank of America Mark Jarvi - CIBC Angie Storozynski - Seaport Research Partners Noah Kaye - Oppenheimer Operator Good day and thank you for standing by. Welcome to the Clearway Energy, Inc. Second Quarter 2023 Earnings Co ...

Fair Value of Derivative Instruments 24 Impact of Derivative Instruments on the Consolidated Statements of Income 25 (a) (b) (c) As of June 30, 2023, S+ equals SOFR plus x% and L+ equals 3 month LIBOR plus x%. Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement. Premiums relate to the 2028 Senior Notes. Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility Rosamond Central (Rosie Class B LLC) On March 30, 2023, when the Waiawa solar proj ...

Clearway Energy, Inc. (NYSE:CWEN) Q1 2023 Results Conference Call May 4, 2023 8:00 AM ET Company Participants Chris Sotos - President and Chief Executive Officer Craig Cornelius - President and Chief Executive Officer, Clearway Energy Group Conference Call Participants Noah Kaye - Oppenheimer & Co. Angie Storozynski - Seaport Research Partners Mark Jarvi - CIBC Julien Dumoulin-Smith - Bank of America William Grippin - UBS Operator Good day, and thank you for standing by. Welcome to the Clearway Energy, Inc. ...

[PART I — FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements and Notes](index=6&type=section&id=ITEM%201%20%E2%80%94%20FINANCIAL%20STATEMENTS%20AND%20NOTES) For Q1 2023, Clearway Energy reported increased operating revenues and improved operating income, with total assets of $12.7 billion and long-term debt of $6.8 billion, driven by strategic acquisitions and refinancing [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Q1 2023 saw operating revenues rise to $288 million, reversing a prior-year operating loss to a $42 million income, with net loss attributable to the company at zero Consolidated Statements of Operations (Millions USD) | Financial Metric | Three months ended March 31, 2023 (Millions USD) | Three months ended March 31, 2022 (Millions USD) | | :--- | :--- | :--- | | **Total operating revenues** | $288 | $214 | | **Operating Income (Loss)** | $42 | $(53) | | **Net Loss** | $(40) | $(97) | | **Net Loss Attributable to Clearway Energy, Inc.** | $0 | $(32) | | **Loss per Share (Basic and Diluted)** | $0.00 | $(0.28) | | **Dividends Per Class A/C Share** | $0.3745 | $0.3468 | [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2023, total assets reached $12.75 billion and total liabilities $8.59 billion, with long-term debt increasing to $6.77 billion Consolidated Balance Sheets (Millions USD) | Balance Sheet Item | March 31, 2023 (Unaudited, Millions USD) | December 31, 2022 (Millions USD) | | :--- | :--- | :--- | | **Total Assets** | $12,749 | $12,312 | | Cash and cash equivalents | $576 | $657 | | Property, plant and equipment, net | $7,863 | $7,421 | | **Total Liabilities** | $8,587 | $8,279 | | Current portion of long-term debt | $366 | $322 | | Long-term debt | $6,769 | $6,491 | | **Total Stockholders' Equity** | $4,153 | $4,026 | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Q1 2023 operating cash flow decreased to $75 million, while financing activities provided $28 million, a significant shift from the prior year's cash usage Consolidated Statements of Cash Flows (Millions USD) | Cash Flow Activity | Three months ended March 31, 2023 (Millions USD) | Three months ended March 31, 2022 (Millions USD) | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $75 | $93 | | **Net Cash Used in Investing Activities** | $(86) | $(92) | | **Net Cash Provided by (Used in) Financing Activities** | $28 | $(184) | | **Net Increase (Decrease) in Cash** | $17 | $(188) | [Note 3 — Acquisitions and Dispositions](index=16&type=section&id=Note%203%20%E2%80%94%20Acquisitions%20and%20Dispositions) The company acquired the 300 MW Daggett 3 solar project for $21 million, accounted for as an asset acquisition under common control - The company acquired the Daggett 3 solar project, a 300 MW solar and storage facility under construction, for **$21 million** in cash consideration from its sponsor, CEG[56](index=56&type=chunk) - The acquisition was accounted for as a transfer of assets under common control, with the net assets acquired recorded at a historical cost of **$15 million**[56](index=56&type=chunk) [Note 7 — Long-term Debt](index=24&type=section&id=Note%207%20%E2%80%94%20Long-term%20Debt) Total debt increased to $7.19 billion, with the company refinancing its revolving credit facility to $700 million and extending its maturity to 2028 Long-term Debt (Millions USD) | Debt Component | March 31, 2023 (Millions USD) | December 31, 2022 (Millions USD) | | :--- | :--- | :--- | | Senior Notes | $2,125 | $2,125 | | Revolving Credit Facility | $0 | $0 | | Non-recourse project-level debt | $5,069 | $4,745 | | **Total debt** | **$7,194** | **$6,870** | - On March 15, 2023, the company refinanced its credit agreement, increasing revolving commitments to **$700 million**, extending maturity to March 2028, and transitioning from LIBOR to SOFR[87](index=87&type=chunk) - As part of the Daggett 3 acquisition, the company assumed a financing agreement including a **$181 million** construction loan, a **$229 million** tax equity bridge loan, and a **$75 million** sponsor equity bridge loan (repaid at acquisition)[90](index=90&type=chunk) [Note 9 — Segment Reporting](index=26&type=section&id=Note%209%20%E2%80%94%20Segment%20Reporting) Q1 2023 segment performance shows Renewables with $193 million revenue and Conventional Generation with $95 million revenue, reflecting a shift from prior year Segment Reporting (Q1 2023, Millions USD) | Segment (Q1 2023) | Operating Revenues (Millions USD) | Net Income (Loss) (Millions USD) | Total Assets (Millions USD) | | :--- | :--- | :--- | :--- | | Conventional Generation | $95 | $24 | $2,203 | | Renewables | $193 | $(48) | $10,055 | | Corporate | $0 | $(16) | $491 | | **Total** | **$288** | **$(40)** | **$12,749** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=ITEM%202%20%E2%80%94%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management attributes revenue growth to mark-to-market gains and lower fuel costs, with strong liquidity and continued investment in renewable assets like Daggett 3 [Executive Summary](index=30&type=section&id=Executive%20Summary) Clearway Energy, a major U.S. renewable energy owner, expanded its portfolio with the Daggett 3 solar project and plans to repower the Cedro Hill wind project - The company is one of the largest renewable energy owners in the U.S. with over **5,500 net MW** of installed wind and solar generation projects[109](index=109&type=chunk) - On February 17, 2023, the company acquired the Daggett 3 solar project (**300 MW** solar with matching storage) for **$21 million**[119](index=119&type=chunk) - On May 3, 2023, the company agreed to repower the Cedro Hill wind project, expecting to invest approximately **$63 million** to extend its PPA for an additional **15 years** to 2045[119](index=119&type=chunk) [Consolidated Results of Operations](index=33&type=section&id=Consolidated%20Results%20of%20Operations) Q1 2023 operating revenues increased by $74 million, driven by favorable mark-to-market changes and reduced operating costs post-Thermal Business sale Consolidated Results of Operations (Millions USD) | Line Item | Q1 2023 (Millions USD) | Q1 2022 (Millions USD) | Change (Millions USD) | | :--- | :--- | :--- | :--- | | **Total operating revenues** | $288 | $214 | $74 | | *Mark-to-market for economic hedges* | *$19* | *($126)* | *$145* | | **Total operating costs and expenses** | $246 | $267 | ($21) | | **Operating Income (Loss)** | $42 | ($53) | $95 | | **Interest expense** | $99 | $47 | $52 | | **Net Loss** | ($40) | ($97) | $57 | - The increase in operating revenue was primarily driven by a **$145 million** positive change in mark-to-market for economic hedges in the ERCOT and PJM markets, offset by a **$59 million** revenue decrease from the sale of the Thermal Business[121](index=121&type=chunk) - Operations and maintenance expense increased by **$7 million**, driven by the acquisition of the Capistrano Wind Portfolio and maintenance activities at wind and conventional facilities[123](index=123&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity increased to $1.57 billion, supported by a refinanced revolving credit facility and $88 million in capital expenditures for growth projects Liquidity and Capital Resources (Millions USD) | Liquidity Component | March 31, 2023 (Millions USD) | December 31, 2022 (Millions USD) | | :--- | :--- | :--- | | Cash and cash equivalents | $576 | $657 | | Restricted cash | $437 | $339 | | Revolving credit facility availability | $561 | $370 | | **Total liquidity** | **$1,574** | **$1,366** | - The company refinanced its revolving credit facility on March 15, 2023, increasing its size to **$700 million** and extending the maturity to March 2028[133](index=133&type=chunk) - Capital expenditures for Q1 2023 totaled **$88 million**, including **$81 million** for growth, primarily for the Daggett 3 (**$74 million**) and Waiawa (**$7 million**) solar projects[141](index=141&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=ITEM%203%20%E2%80%94%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company manages commodity price and interest rate risks, with a $0.50/MWh power price change impacting derivatives by $7 million and a 1% interest rate change affecting expense by $1 million - A hypothetical **$0.50 per MWh** increase or decrease in power prices would change the net value of power derivatives by approximately **$7 million** as of March 31, 2023[174](index=174&type=chunk) - A **1% (100 basis points)** change in interest rates would result in an approximately **$1 million** change in market interest expense on a rolling twelve-month basis[178](index=178&type=chunk) - The fair value of the company's debt was **$6.76 billion**, while its carrying value was **$7.20 billion** as of March 31, 2023[179](index=179&type=chunk) [Controls and Procedures](index=43&type=section&id=ITEM%204%20%E2%80%94%20CONTROLS%20AND%20PROCEDURES) Management confirmed the effectiveness of disclosure controls and procedures, with no material changes to internal control over financial reporting in Q1 2023 - The company's principal executive and financial officers concluded that disclosure controls and procedures were effective as of the end of the period covered by the report[182](index=182&type=chunk) - No changes occurred in the company's internal control over financial reporting during the quarter ended March 31, 2023, that materially affected, or are reasonably likely to materially affect, these controls[183](index=183&type=chunk) [PART II — OTHER INFORMATION](index=44&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=44&type=section&id=ITEM%201%20%E2%80%94%20LEGAL%20PROCEEDINGS) The company is in litigation with the City of Georgetown over the Buckthorn Westex solar project PPA, with a trial expected in October 2023 - The company's subsidiary, Buckthorn Westex, is in a legal dispute with the City of Georgetown, Texas, over the PPA for the Buckthorn solar project[104](index=104&type=chunk) - Georgetown alleges fraud and breach of contract, seeking to terminate the PPA. Buckthorn Westex denies the claims and has counterclaimed for non-payment[104](index=104&type=chunk) - A court denied Georgetown's motion for summary judgment and granted Buckthorn Westex's motion regarding the fraud claim. The case is expected to go to trial in October 2023[104](index=104&type=chunk) [Risk Factors](index=44&type=section&id=ITEM%201A%20%E2%80%94%20RISK%20FACTORS) No material changes to the company's risk factors have occurred since those reported in its 2022 Annual Report on Form 10-K - No material changes in the Company's risk factors have occurred since those reported in its 2022 Form 10-K[187](index=187&type=chunk)

Financial Performance & Outlook - Clearway Energy's 2022 full year CAFD was $326 million[3], impacted by wind resource and forced outages[3] - The company is reaffirming its 2023 CAFD guidance of $410 million[22] - The company anticipates achieving the upper range of its 5-8% DPS growth target through 2026[14] - An increase in Pro Forma CAFD Outlook from $390 million to $410 million for Victory Pass/Arica[13] Capital Allocation & Investments - Clearway Energy committed to approximately $348 million of new long-term corporate capital investments in 2022[4] - The company raised over $1.3 billion of corporate level capital through Thermal disposition[10] - Approximately $228 million of corporate capital is committed to invest in Victory Pass/Arica projects[23] - $750 million of excess Thermal proceeds are fully allocated, supporting over $2.15 of CAFD per share[24] Growth & Pipeline - The sponsor's renewable pipeline grows to 27.7 GW, including 7.2 GW of late-stage projects[11] - The company has a repowering pipeline containing over 1 GW of projects targeting CODs over the next 4 years[6]

Part I [Item 1 — Business](index=6&type=section&id=Item%201%20%E2%80%94%20Business) Clearway Energy, Inc. is a major US renewable energy owner with over 8,000 net MW of wind, solar, and natural gas assets, emphasizing long-term contracts and dividend growth - The company is one of the largest renewable energy owners in the U.S. with a portfolio of over **5,500 net MW** of installed wind and solar generation projects and a total of over **8,000 net MW** including natural gas facilities[17](index=17&type=chunk) - The majority of revenues are derived from long-term offtake agreements with a weighted average remaining contract duration of approximately **11 years** as of December 31, 2022[17](index=17&type=chunk) - On May 1, 2022, the company completed the sale of 100% of its interests in the Thermal Business to KKR[18](index=18&type=chunk) - The company is sponsored by GIP and TotalEnergies through Clearway Energy Group LLC (CEG), which became equally owned by both entities on September 12, 2022[16](index=16&type=chunk) [Business Strategy and Competitive Strengths](index=7&type=section&id=Business%20Strategy%20and%20Competitive%20Strengths) The company's strategy focuses on acquiring assets with predictable, long-term cash flows to support dividend growth, leveraging stable contracts and significant scale - The primary business strategy is to acquire and own assets with predictable, long-term cash flows to increase dividends over time[24](index=24&type=chunk) Committed Investments with CEG | Asset | Technology | Gross Capacity (MW) | State | COD | Status | | :--- | :--- | :--- | :--- | :--- | :--- | | Daggett Solar 3 | Solar/Storage | 300 | CA | 1H23 | Committed | | Daggett Solar 2 | Solar/Storage | 182 | CA | 2H23 | Committed | | Arica | Solar/Storage | 263 | CA | 2H23 | Committed | | Victory Pass | Solar/Storage | 200 | CA | 2H23 | Committed | - Competitive strengths include stable cash flows from long-term contracts (**11-year** weighted-average remaining duration), an environmentally well-positioned portfolio, and significant scale as one of the largest renewable energy owners in the U.S.[29](index=29&type=chunk)[30](index=30&type=chunk)[32](index=32&type=chunk) [Segment Review](index=9&type=section&id=Segment%20Review) The company operates in Conventional Generation, Renewables, and Corporate segments, with 2022 results significantly impacted by the Thermal Business sale Segment Financial Summary (Year ended December 31, 2022) | Segment | Operating Revenues (in millions) | Net Income (Loss) (in millions) | Total Assets (in millions) | | :--- | :--- | :--- | :--- | | Conventional Generation | $417 | $161 | $2,251 | | Renewables | $696 | $(58) | $9,515 | | Thermal | $77 | $17 | $— | | Corporate | $— | $940 | $546 | | **Total** | **$1,190** | **$1,060** | **$12,312** | - The Corporate segment's net income for 2022 includes a **$1.29 billion** gain from the sale of the Thermal Business to KKR, which was completed on May 1, 2022[35](index=35&type=chunk) [Regulatory and Environmental Matters](index=10&type=section&id=Regulatory%20and%20Environmental%20Matters) The company's operations are subject to extensive federal and state regulations, including environmental laws, with most facilities qualifying for certain exemptions - The company's U.S. generating facilities are subject to regulation by agencies like FERC and PUCT, and qualify as either an Exempt Wholesale Generator (EWG) or a Qualifying Facility (QF)[39](index=39&type=chunk)[40](index=40&type=chunk) - The company is monitoring proposed federal regulations concerning the incidental take of migratory birds (MBTA) and eagles, which could impact operations[48](index=48&type=chunk)[49](index=49&type=chunk) - During 2022, approximately **33%** of consolidated revenue was derived from Southern California Edison (SCE) and **25%** from Pacific Gas and Electric Company (PG&E)[51](index=51&type=chunk) [Human Capital and ESG](index=12&type=section&id=Human%20Capital%20and%20ESG) The company, with 58 employees, emphasizes human capital, diversity, and ESG, having issued **$2.1 billion** in green bonds for renewable projects - The company had **58 employees** as of year-end 2022 and also depends on personnel from its sponsor, CEG, for asset management and O&M services[52](index=52&type=chunk) - The company's Equity, Partnership & Inclusion Council (EPIC) focuses on diversity and inclusion across three areas: Our People, Our Product & Customers, and Our Purchasing[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) - The company has issued **$2.1 billion** in corporate green bonds to finance or refinance new and existing renewable energy projects, primarily solar and wind[61](index=61&type=chunk) [Item 1A — Risk Factors](index=14&type=section&id=Item%201A%20%E2%80%94%20Risk%20Factors) The company faces significant risks across business operations, sponsor relationships, regulation, common stock, and taxation, including reliance on acquisitions and substantial debt [Risks Related to the Company's Business](index=16&type=section&id=Risks%20Related%20to%20the%20Company%27s%20Business) Business risks include limited internal funding for growth, acquisition challenges, counterparty defaults, substantial indebtedness, and operational hazards - The company relies primarily on external financing for acquisitions and growth, as its policy is to distribute a significant amount of Cash Available for Distribution (CAFD)[73](index=73&type=chunk) - A significant portion of revenue comes from long-term offtake agreements, with major customers SCE and PG&E representing **33%** and **25%** of 2022 consolidated revenues, respectively. Counterparty failure to fulfill obligations is a key risk[77](index=77&type=chunk) - As of December 31, 2022, the company had approximately **$6.87 billion** of total consolidated indebtedness, which could limit its ability to raise capital, pay dividends, and react to market changes[82](index=82&type=chunk) [Risks Related to the Company's Relationships with GIP, TotalEnergies and CEG](index=26&type=section&id=Risks%20Related%20to%20the%20Company%27s%20Relationships%20with%20GIP%2C%20TotalEnergies%20and%20CEG) The company is highly dependent on its sponsors, GIP and TotalEnergies, through CEG, which holds **54.91%** voting power and provides essential services - CEG owns **54.91%** of the combined voting power of the company's common stock, giving its owners, GIP and TotalEnergies, substantial influence over the company's affairs[122](index=122&type=chunk) - The company is highly dependent on services provided by CEG under the CEG Master Services Agreement, which is perpetual and can only be terminated under specific circumstances[123](index=123&type=chunk)[127](index=127&type=chunk) - As a "controlled company," the company is exempt from certain NYSE corporate governance requirements, such as having a majority of independent directors[132](index=132&type=chunk) [Risks Related to Regulation](index=28&type=section&id=Risks%20Related%20to%20Regulation) The company faces risks from extensive and evolving governmental regulations, including environmental laws, changes in market rules, and reliance on renewable energy incentives - The business is subject to extensive federal, state, and local environmental, health, and safety laws, including potential liabilities for hazardous material releases and increasing costs related to GHG emissions[133](index=133&type=chunk)[134](index=134&type=chunk) - Changes in government regulations, including the potential loss of market-based rate authority from FERC or failure to maintain EWG/QF status, could materially impact profitability[137](index=137&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) - The growth strategy depends on government incentives for renewable power (e.g., ITCs, PTCs, RPS programs), and the reduction or elimination of these incentives could decrease acquisition opportunities and project viability[143](index=143&type=chunk)[144](index=144&type=chunk) [Risks Related to the Company's Common Stock](index=31&type=section&id=Risks%20Related%20to%20the%20Company%27s%20Common%20Stock) Risks to common stock include dividend sustainability, dependence on subsidiary distributions, market volatility, and potential dilution from future stock sales - The ability to pay dividends is not guaranteed and depends on fluctuating cash flow from operations, debt service requirements, and restrictions in debt agreements[147](index=147&type=chunk)[148](index=148&type=chunk) - The company is a holding company, dependent on distributions from its subsidiary Clearway Energy LLC to pay dividends and other expenses[151](index=151&type=chunk) - Future sales of Class A or Class C common stock by CEG could cause the market price of the stock to fall due to increased supply or the perception of such sales[162](index=162&type=chunk) [Risks Related to Taxation](index=34&type=section&id=Risks%20Related%20to%20Taxation) Taxation risks include potential limitations on Net Operating Losses (NOLs) and the possibility of distributions being treated as taxable dividends - Future tax liability may be greater than expected if the company does not generate sufficient NOLs to offset taxable income. The company estimates it will not pay material federal income tax through **2027** but expects to pay material state income tax beginning in **2023**[164](index=164&type=chunk) - The ability to use NOLs could be substantially limited by an "ownership change" as defined under Section 382 of the Internal Revenue Code[166](index=166&type=chunk) - Due to the gain on the Thermal Disposition in 2022, the company anticipates being in a cumulative earnings and profits surplus position, which may cause a portion of distributions in **2023** and beyond to be treated as taxable dividends for U.S. federal income tax purposes[169](index=169&type=chunk) [Item 2 — Properties](index=38&type=section&id=Item%202%20%E2%80%94%20Properties) As of December 31, 2022, Clearway Energy's portfolio includes **8,078 MW** of conventional, solar, and wind assets across the U.S Portfolio Summary by Asset Type (as of Dec 31, 2022) | Asset Type | Rated MW | Net MW | Number of Projects/Portfolios | | :--- | :--- | :--- | :--- | | Conventional | 2,662 | 2,472 | 6 | | Utility Scale Solar | 2,307 | 1,616 | 16 | | Distributed Solar | 332 | 332 | 3 Portfolios | | Wind | 4,157 | 3,658 | 27 | | **Total** | **9,458** | **8,078** | **52** | [Item 3 — Legal Proceedings](index=40&type=section&id=Item%203%20%E2%80%94%20Legal%20Proceedings) The company is involved in a legal dispute with the City of Georgetown, Texas, concerning a PPA, with trial expected in June 2023 - The City of Georgetown, Texas filed a petition against the company's subsidiary, Buckthorn Westex, LLC, alleging fraud and breach of contract related to a PPA[521](index=521&type=chunk) - Buckthorn Westex has filed counterclaims, denying the allegations and alleging Georgetown has breached the contract by failing to pay amounts due. The case is expected to proceed to trial in **June 2023**[521](index=521&type=chunk) Part II [Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=41&type=section&id=Item%205%20%E2%80%94%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A and C common stock trade on the NYSE, with a declared quarterly dividend of **$0.3745** per share, showing strong historical performance - The company's Class A and Class C common stock are listed on the NYSE under symbols "CWEN.A" and "CWEN," respectively[183](index=183&type=chunk) - On February 15, 2023, the company declared a quarterly dividend of **$0.3745** per share on its Class A and Class C common stock[184](index=184&type=chunk) Stock Performance Comparison (Cumulative Total Return) | Investment | Dec 31, 2017 | Dec 31, 2022 | | :--- | :--- | :--- | | Clearway Energy, Inc. Class A | $100.00 | $198.47 | | Clearway Energy, Inc. Class C | $100.00 | $209.85 | | S&P 500 | $100.00 | $155.59 | | UTY (Philadelphia Utility Sector Index) | $100.00 | $161.83 | [Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%207%20%E2%80%94%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) 2022 financial results were significantly impacted by the **$1.29 billion** gain from the Thermal Business sale, leading to **$1.06 billion** net income and improved liquidity [Executive Summary and Significant Events](index=44&type=section&id=Executive%20Summary%20and%20Significant%20Events) Key 2022 events included the **$1.46 billion** Thermal Business sale, the **413 MW** Capistrano Wind Portfolio acquisition, and strategic debt repayments - Completed the sale of the Thermal Business to KKR on May 1, 2022, for net proceeds of approximately **$1.46 billion**, resulting in a gain on sale of **$1.29 billion**[195](index=195&type=chunk) - Acquired the **413 MW** Capistrano Wind Portfolio from a CEG subsidiary on August 22, 2022, for net consideration of approximately **$239 million**[196](index=196&type=chunk) - Executed several drop-down transactions with CEG, acquiring interests in the Waiawa and Mililani I solar projects in Hawaii[198](index=198&type=chunk) - Utilized proceeds from the Thermal Disposition to repay **$335 million** on its Bridge Loan Agreement and **$305 million** on its revolving credit facility on May 3, 2022[199](index=199&type=chunk) [Consolidated Results of Operations (2022 vs. 2021)](index=46&type=section&id=Consolidated%20Results%20of%20Operations%20%282022%20vs.%202021%29) Net income attributable to Clearway Energy, Inc. increased to **$582 million** in 2022, driven by a **$1.29 billion** gain on the Thermal Business sale Consolidated Financial Highlights | Metric (in millions) | 2022 | 2021 | | :--- | :--- | :--- | | Total operating revenues | $1,190 | $1,286 | | Gain on sale of business | $1,292 | $— | | Operating Income | $1,470 | $267 | | Net Income (Loss) | $1,060 | $(75) | | Net Income Attributable to Clearway Energy, Inc. | $582 | $51 | - The **$96 million** decrease in operating revenues was primarily driven by a **$130 million** reduction from the sale of the Thermal Business and a **$23 million** decrease in Conventional segment revenue, partially offset by revenue increases from renewable asset acquisitions[205](index=205&type=chunk) - Interest expense decreased by **$80 million**, largely due to a **$47 million** favorable change in the fair value of interest rate swaps and lower principal balances on debt[214](index=214&type=chunk) - Income tax expense increased by **$210 million** to **$222 million**, primarily due to taxable earnings from the gain on the sale of the Thermal Business[215](index=215&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity increased to approximately **$1.37 billion** as of December 31, 2022, primarily due to proceeds from the Thermal Business sale Liquidity Position (as of Dec 31) | Component (in millions) | 2022 | 2021 | | :--- | :--- | :--- | | Cash, cash equivalents, and restricted cash | $996 | $654 | | Revolving credit facility availability | $370 | $167 | | **Total liquidity** | **$1,366** | **$821** | - Principal uses of liquidity include debt service, capital expenditures (**$112 million** in 2022), acquisitions (e.g., Capistrano Wind Portfolio for ~**$239 million**), and dividends[228](index=228&type=chunk)[234](index=234&type=chunk)[244](index=244&type=chunk) Debt Principal Maturities (as of Dec 31, 2022) | Period | Amount (in millions) | | :--- | :--- | | 2023 | $419 | | 2024 | $410 | | 2025 | $382 | | 2026 | $361 | | 2027 | $399 | | Thereafter | $4,899 | | **Total** | **$6,870** | [Cash Flow Discussion](index=55&type=section&id=Cash%20Flow%20Discussion) Net cash from investing activities was a source of **$1.065 billion** in 2022, primarily due to **$1.46 billion** in proceeds from the Thermal Business sale Consolidated Cash Flow Summary | Cash Flow Activity (in millions) | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $787 | $701 | | Net cash provided by (used in) investing activities | $1,065 | $(865) | | Net cash (used in) provided by financing activities | $(1,510) | $367 | - The positive swing in investing cash flow was primarily due to **$1.46 billion** in proceeds from the sale of the Thermal Business[251](index=251&type=chunk) - The increase in cash used for financing activities was driven by decreased contributions from noncontrolling interests, net repayments on the revolving credit facility, and net payments on long-term debt[252](index=252&type=chunk) [Item 7A — Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%207A%20%E2%80%94%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market risks including commodity price, interest rate, liquidity, and counterparty credit through derivatives and diversified portfolios - The company manages commodity price risk for its merchant generation operations by using derivative instruments to hedge future cash flows from power sales[276](index=276&type=chunk) - A sensitivity analysis shows a **$0.50** per MWh change in power prices would alter the net value of power derivatives by approximately **$7 million**[277](index=277&type=chunk) - The company uses interest rate swaps to mitigate exposure to interest rate fluctuations on its variable rate debt. A **1%** change in interest rates would result in an approximate **$1 million** change in annual interest expense[278](index=278&type=chunk)[281](index=281&type=chunk) [Item 9A — Controls and Procedures](index=61&type=section&id=Item%209A%20%E2%80%94%20Controls%20and%20Procedures) Management and independent auditors concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022 - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report (December 31, 2022)[287](index=287&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2022, based on the COSO framework (2013)[291](index=291&type=chunk) - The independent registered public accounting firm, Ernst & Young LLP, issued an unqualified opinion, stating that the company maintained effective internal control over financial reporting as of December 31, 2022[294](index=294&type=chunk) Part III [Item 10 — Information about Directors, Executive Officers and Corporate Governance](index=64&type=section&id=Item%2010%20%E2%80%94%20Information%20about%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides biographical information for directors and executive officers, including the CEO, and details the company's Code of Business Conduct and Ethics - The Board of Directors is chaired by Jonathan Bram, a founding partner of GIP, and includes representatives from GIP and TotalEnergies, as well as independent directors[304](index=304&type=chunk) - The executive officers include Christopher S. Sotos (President and CEO), Sarah Rubenstein (SVP and Chief Accounting Officer), and Kevin P. Malcarney (EVP, General Counsel and Corporate Secretary)[313](index=313&type=chunk)[314](index=314&type=chunk)[315](index=315&type=chunk) - The company has adopted a Code of Business Conduct and Ethics, which is available on its website[316](index=316&type=chunk) [Item 11, 13, 14 — Executive Compensation and Other Matters](index=67&type=section&id=Item%2011%2C%2013%2C%2014%20%E2%80%94%20Executive%20Compensation%20and%20Other%20Matters) Information on executive compensation, related party transactions, and accounting fees is incorporated by reference from the 2023 Proxy Statement - Details regarding executive compensation, related party transactions, director independence, and principal accounting fees are not included directly in this 10-K but are incorporated by reference from the **2023** Proxy Statement[319](index=319&type=chunk)[321](index=321&type=chunk)[322](index=322&type=chunk) [Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=67&type=section&id=Item%2012%20%E2%80%94%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details securities authorized for issuance under equity compensation plans, with **3,110,282** securities available for future issuance Securities Authorized for Issuance under Equity Compensation Plan | Plan Category | Number of Securities to be Issued Upon Exercise | Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 585,813 | 3,110,282 | | Equity compensation plans not approved by security holders | 0 | 0 | | **Total** | **585,813** | **3,110,282** | Part IV [Item 15 — Exhibits, Financial Statement Schedules](index=68&type=section&id=Item%2015%20%E2%80%94%20Exhibits%2C%20Financial%20Statement%20Schedules) This section includes consolidated financial statements, independent auditor reports, detailed notes, and an index of all exhibits filed [Consolidated Financial Statements](index=72&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show **$1.06 billion** net income and **$1.19 billion** operating revenues for 2022, driven by the Thermal Business sale Key Financial Statement Data (Year Ended Dec 31, 2022) | Metric (in millions) | Amount | | :--- | :--- | | **Income Statement:** | | | Total Operating Revenues | $1,190 | | Operating Income | $1,470 | | Net Income | $1,060 | | Net Income Attributable to Clearway Energy, Inc. | $582 | | **Balance Sheet (End of Period):** | | | Total Assets | $12,312 | | Total Liabilities | $8,279 | | Total Stockholders' Equity | $4,026 | [Notes to Consolidated Financial Statements](index=77&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, significant acquisitions and dispositions, **$6.87 billion** in long-term debt, segment reporting, and income tax specifics - **Note 3 (Acquisitions & Dispositions):** Details the sale of the Thermal Business for net proceeds of ~**$1.46 billion** and a gain of ~**$1.29 billion**. Also covers the acquisition of the Capistrano Wind Portfolio and drop-downs of the Waiawa and Mililani I solar projects[415](index=415&type=chunk)[417](index=417&type=chunk)[418](index=418&type=chunk)[430](index=430&type=chunk) - **Note 10 (Long-term Debt):** As of Dec 31, 2022, total long-term debt was **$6.87 billion**, comprising **$2.13 billion** in corporate-level senior notes and **$4.75 billion** in non-recourse project-level debt[470](index=470&type=chunk) - **Note 13 (Segment Reporting):** For 2022, major customers SCE and PG&E accounted for **34%** and **25%** of total revenues, respectively, across the Conventional and Renewables segments[501](index=501&type=chunk) - **Note 14 (Income Taxes):** The company recorded income tax expense of **$222 million** in 2022, primarily due to the taxable gain on the sale of the Thermal Business. It has federal NOL carryforwards of **$100 million** (tax-effected)[505](index=505&type=chunk)[511](index=511&type=chunk)

Clearway Energy, Inc. (NYSE:CWEN) Q3 2022 Earnings Conference Call November 2, 2022 8:00 AM ET Company Participants Christopher Sotos - President and CEO Craig Cornelius - President and CEO, Clearway Energy Group Conference Call Participants Julien Dumoulin-Smith - Bank of America Noah Kaye - Oppenheimer Mark Jarvi - CIBC Justin Clare - ROTH Capital Partners Keith Stanley - Wolfe Research Michael Lapides - Goldman Sachs Angie Storozynski - Seaport Antoine Aurimond - Bank of America Operator Good day, and th ...