Clearway Energy(CWEN) - 2022 Q4 - Annual Report

Part I Item 1 — Business 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] - 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] - On May 1, 2022, the company completed the sale of 100% of its interests in the Thermal Business to KKR[18] - 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] Business Strategy and Competitive Strengths 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] 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][30][32] Segment Review 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] Regulatory and Environmental Matters 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][40] - The company is monitoring proposed federal regulations concerning the incidental take of migratory birds (MBTA) and eagles, which could impact operations[48][49] - 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] Human Capital and ESG 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] - 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][57][58] - 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] Item 1A — Risk Factors 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 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] - 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] - 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] Risks Related to the Company's Relationships with GIP, TotalEnergies and CEG 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] - 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][127] - As a "controlled company," the company is exempt from certain NYSE corporate governance requirements, such as having a majority of independent directors[132] Risks Related to Regulation 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][134] - 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][138][139] - 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][144] Risks Related to the Company's Common Stock 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][148] - The company is a holding company, dependent on distributions from its subsidiary Clearway Energy LLC to pay dividends and other expenses[151] - 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] Risks Related to Taxation 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] - The ability to use NOLs could be substantially limited by an "ownership change" as defined under Section 382 of the Internal Revenue Code[166] - 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] Item 2 — Properties 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 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] - 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] Part II Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 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] - 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] 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 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 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] - Acquired the 413 MW Capistrano Wind Portfolio from a CEG subsidiary on August 22, 2022, for net consideration of approximately $239 million[196] - Executed several drop-down transactions with CEG, acquiring interests in the Waiawa and Mililani I solar projects in Hawaii[198] - 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] Consolidated Results of Operations (2022 vs. 2021) 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] - 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] - 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] Liquidity and Capital Resources 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][234][244] 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 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] - 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] Item 7A — Quantitative and Qualitative Disclosures About Market Risk 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] - 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] - 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][281] Item 9A — Controls and Procedures 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] - 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] - 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] Part III Item 10 — Information about Directors, Executive Officers and Corporate Governance 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] - 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][314][315] - The company has adopted a Code of Business Conduct and Ethics, which is available on its website[316] Item 11, 13, 14 — Executive Compensation and Other Matters 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][321][322] Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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 This section includes consolidated financial statements, independent auditor reports, detailed notes, and an index of all exhibits filed Consolidated Financial Statements 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 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][417][418][430] - 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] - 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] - 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][511]