UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 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 July 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, 82,196,386 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	3
GLOSSARY OF TERMS	4
PART I — FINANCIAL INFORMATION	6
ITEM 1 — FINANCIAL STATEMENTS AND NOTES	6
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	51
ITEM 4 — CONTROLS AND PROCEDURES	52
PART II — OTHER INFORMATION	53
ITEM 1 — LEGAL PROCEEDINGS	53
ITEM 1A — RISK FACTORS	53
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	53
ITEM 3 — DEFAULTS UPON SENIOR SECURITIES	53
ITEM 4 — MINE SAFETY DISCLOSURES	53
ITEM 5 — OTHER INFORMATION	53
ITEM 6 — EXHIBITS	54
SIGNATURES	55

2

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, and following the expected closing of TotalEnergies’ acquisition of 50% of GIP’s interest in CEG, TotalEnergies;

•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 June 30, 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
FWS	U.S. Fish & Wildlife Service
GAAP	Accounting principles generally accepted in the U.S.
GenConn	GenConn Energy LLC
GIP	Global Infrastructure Partners
HLBV	Hypothetical Liquidation at Book Value

4

KKR	KKR Thor Bidco, LLC, an affiliate of Kohlberg Kravis Roberts & Co. L.P.
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
OCI	Other comprehensive income
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
TotalEnergies	TotalEnergies SE
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 INCOME

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
(In millions, except per share amounts)	2022		2021		2022		2021
Operating Revenues
Total operating revenues	$	368	$	380	$	582	$	617
Operating Costs and Expenses
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	112		107		240		217
Depreciation, amortization and accretion	126		128		250		256
General and administrative	11		10		23		20
Transaction and integration costs	3		1		5		3
Development costs	1		1		2		2
Total operating costs and expenses	253		247		520		498
Gain on sale of business	1,291		—		1,291		—
Operating Income	1,406		133		1,353		119
Other Income (Expense)
Equity in earnings of unconsolidated affiliates	10		8		14		12
Other income, net	5		1		5		2
Loss on debt extinguishment	—		—		(2)		(42)
Interest expense	(47)		(103)		(94)		(148)
Total other expense, net	(32)		(94)		(77)		(176)
Income (Loss) Before Income Taxes	1,374		39		1,276		(57)
Income tax expense (benefit)	225		7		224		(13)
Net Income (Loss)	1,149		32		1,052		(44)
Less: Income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests	579		(3)		514		(82)
Net Income Attributable to Clearway Energy, Inc.	$	570	$	35	$	538	$	38
Earnings Per Share Attributable to Clearway Energy, Inc. Class A and Class C Common Stockholders
Weighted average number of Class A common shares outstanding - basic and diluted	35		35		35		35
Weighted average number of Class C common shares outstanding - basic and diluted	82		82		82		82
Earnings per Weighted Average Class A and Class C Common Share - Basic and Diluted	$	4.89	$	0.30	$	4.62	$	0.32
Dividends Per Class A Common Share	$	0.3536	$	0.3290	$	0.7004	$	0.6530
Dividends Per Class C Common Share	$	0.3536	$	0.3290	$	0.7004	$	0.6530

    

See accompanying notes to consolidated financial statements.

6

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
(In millions)	2022		2021		2022		2021
Net Income (Loss)	$	1,149	$	32	$	1,052	$	(44)
Other Comprehensive Income
Unrealized gain on derivatives, net of income tax expense of, $1, $— ,$3 and $2	6		—		20		11
Other comprehensive income	6		—		20		11
Comprehensive Income (Loss)	1,155		32		1,072		(33)
Less: Comprehensive income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests	583		(3)		526		(75)
Comprehensive Income Attributable to Clearway Energy, Inc.	$	572	$	35	$	546	$	42

See accompanying notes to consolidated financial statements.

7

CLEARWAY ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except shares)	June 30, 2022		December 31, 2021
ASSETS	(Unaudited)
Current Assets
Cash and cash equivalents	$	955	$	179
Restricted cash	333		475
Accounts receivable — trade	222		144
Accounts receivable — affiliates	2		—
Inventory	39		37
Derivative instruments	9		—
Current assets held-for-sale	—		631
Prepayments and other current assets	75		65
Total current assets	1,635		1,531
Property, plant and equipment, net	7,545		7,650
Other Assets
Equity investments in affiliates	375		381
Intangible assets for power purchase agreements, net	2,340		2,419
Other intangible assets, net	79		80
Derivative instruments	35		6
Deferred income taxes	—		95
Right-of-use assets, net	510		550
Other non-current assets	129		101
Total other assets	3,468		3,632
Total Assets	$	12,648	$	12,813
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	457	$	772
Accounts payable — trade	59		74
Accounts payable — affiliates	16		107
Derivative instruments	75		46
Accrued interest expense	57		54
Current liabilities held-for-sale	—		494
Accrued expenses and other current liabilities	85		84
Total current liabilities	749		1,631
Other Liabilities
Long-term debt	6,605		6,939
Deferred income taxes	110		13
Derivative instruments	280		196
Long-term lease liabilities	527		561
Other non-current liabilities	184		173
Total other liabilities	7,706		7,882
Total Liabilities	8,455		9,513
Redeemable noncontrolling interest in subsidiaries	4		—
Commitments and Contingencies
Stockholders’ Equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued	—		—
Class A, Class B, Class C and Class D common stock, $0.01 par value; 3,000,000,000 shares authorized (Class A 500,000,000, Class B 500,000,000, Class C 1,000,000,000, Class D 1,000,000,000); 202,273,531 shares issued and outstanding (Class A 34,599,645, Class B 42,738,750, Class C 82,196,386, Class D 42,738,750) at June 30, 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	1,785		1,872
Retained earnings (accumulated deficit)	505		(33)
Accumulated other comprehensive income (loss)	2		(6)
Noncontrolling interest	1,896		1,466
Total Stockholders’ Equity	4,189		3,300
Total Liabilities and Stockholders’ Equity	$	12,648	$	12,813

See accompanying notes to consolidated financial statements.

8

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30,
(In millions)	2022		2021
Cash Flows from Operating Activities
Net Income (Loss)	$	1,052	$	(44)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates	(14)		(12)
Distributions from unconsolidated affiliates	17		16
Depreciation, amortization and accretion	250		256
Amortization of financing costs and debt discounts	7		7
Amortization of intangibles	82		70
Loss on debt extinguishment	2		42
Gain on sale of business	(1,291)		—
Reduction in carrying amount of right-of-use assets	7		5
Changes in deferred income taxes	197		(13)
Changes in derivative instruments	92		20
Cash used in changes in other working capital:
Changes in prepaid and accrued liabilities for tolling agreements	(74)		(76)
Changes in other working capital	(48)		(30)
Net Cash Provided by Operating Activities	279		241
Cash Flows from Investing Activities
Acquisitions, net of cash acquired	—		(211)
Acquisition of Drop Down Assets	(51)		(132)
Capital expenditures	(81)		(93)
Asset purchase from affiliate	—		(21)
Return of investment from unconsolidated affiliates	6		20
Cash receipts from notes receivable	—		4
Proceeds from sale of business	1,457		—
Other	—		13
Net Cash Provided by (Used in) Investing Activities	1,331		(420)
Cash Flows from Financing Activities
(Distributions to) contributions from noncontrolling interests	(7)		265
Payments of dividends and distributions	(141)		(132)
Distributions to CEG of escrowed amounts	(64)		—
Proceeds from the revolving credit facility	80		300
Payments for the revolving credit facility	(325)		(233)
Proceeds from the issuance of long-term debt	214		1,016
Payments of debt issuance costs	(4)		(13)
Payments for short-term and long-term debt	(722)		(1,028)
Other	(7)		9
Net Cash (Used in) Provided by Financing Activities	(976)		184
Net Increase in Cash, Cash Equivalents and Restricted Cash	634		5
Cash, Cash Equivalents and Restricted Cash at beginning of period	654		465
Cash, Cash Equivalents and Restricted Cash at end of period	$	1,288	$	470

See accompanying notes to consolidated financial statements.

9

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2022

(Unaudited)

(In millions)	Preferred Stock		Common Stock		Additional Paid-In Capital		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive (Loss) Income		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
Net income	—		—		—		570		—		575		1,145
Unrealized gain on derivatives, net of tax	—		—		—		—		2		4		6
Distributions to CEG, net of contributions, cash	—		—		—		—		—		(20)		(20)
Distributions to noncontrolling interests, net of contributions, cash	—		—		—		—		—		(10)		(10)
Non-cash adjustments for change in tax basis	—		—		(1)		—		—		—		(1)
Stock based compensation	—		—		1		—		—		—		1
Common stock dividends and distributions to CEG unit holders	—		—		(41)		—		—		(30)		(71)
Balances at June 30, 2022	$	—	$	1	$	1,785	$	505	$	2	$	1,896	$	4,189

See accompanying notes to consolidated financial statements.

10

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 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
Net income (loss)	—		—		—		35		—		(4)		31
Unrealized gain (loss) on derivatives, net of tax	—		—		—		—		1		(1)		—
Contributions from CEG, non-cash	—		—		—		—		—		3		3
Contributions from CEG, cash	—		—		—		—		—		1		1
Contributions from noncontrolling interests, net of distributions, cash	—		—		—		—		—		38		38
Rattlesnake Drop Down	—		—		—		—		—		1		1
Stock-based compensation	—		—		1		—		—		—		1
Non-cash adjustment for change in tax basis	—		—		(1)		—		—		—		(1)
Common stock dividends and distributions to CEG unit holders	—		—		(38)		—		—		(28)		(66)
Balances at June 30, 2021	$	—	$	1	$	1,848	$	(46)	$	(9)	$	1,209	$	3,003

See accompanying notes to consolidated financial statements.

11

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. On May 25, 2022, TotalEnergies entered into an agreement to acquire 50% of GIP’s interest in CEG. The closing of the transaction is subject to customary conditions, including regulatory approvals, and is expected to close in the second half of 2022.

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 57.74% of the economic interests of Clearway Energy LLC, with CEG owning 42.26% of the economic interests of Clearway Energy LLC as of June 30, 2022.

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The following table represents the structure of the Company as of June 30, 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 June 30, 2022, and results of operations, comprehensive income and cash flows for the three and six months ended June 30, 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.

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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 $135 million and $146 million as of June 30, 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:

	June 30, 2022		December 31, 2021
	(In millions)
Cash and cash equivalents	$	955	$	179
Restricted cash	333		475
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	1,288	$	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 June 30, 2022, these restricted funds were comprised of $143 million designated to fund operating expenses, $42 million designated for current debt service payments and $122 million restricted for reserves including debt service, performance obligations and other reserves as well as capital expenditures. The remaining $26 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 June 30, 2022, $30 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 as of June 30, 2022 and December 31, 2021:

	June 30, 2022		December 31, 2021
	(In millions)
Property, Plant and Equipment Accumulated Depreciation	$	2,745	$	2,501
Intangible Assets Accumulated Amortization	687		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 six months ended June 30, 2022:

	Second Quarter 2022		First Quarter 2022
Dividends per Class A share	$	0.3536	$	0.3468
Dividends per Class C share	0.3536		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 August 1, 2022, the Company declared quarterly dividends on its Class A and Class C common stock of $0.3604 per share payable on September 15, 2022 to stockholders of record as of September 1, 2022.

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Noncontrolling Interests

Clearway Energy LLC Distributions to CEG

The following table lists distributions paid to CEG during the six months ended June 30, 2022 on Clearway Energy LLC’s Class B and D units:

	Second Quarter 2022		First Quarter 2022
Distributions per Class B Unit	$	0.3536	$	0.3468
Distributions per Class D Unit	0.3536		0.3468

On August 1, 2022, Clearway Energy LLC declared a distribution on its Class B and Class D units of $0.3604 per unit payable on September 15, 2022 to unit holders of record as of September 1, 2022.

Redeemable Noncontrolling Interests

To the extent that a third party has the right to redeem their interests for cash or other assets, the Company has included the noncontrolling interest attributable to the third party as a component of temporary equity in the mezzanine section of the consolidated balance sheet. The following table reflects the changes in the Company’s redeemable noncontrolling interest balance for the six months ended June 30, 2022:

	(In millions)
Balance as of December 31, 2021	$	—
Cash distributions to redeemable noncontrolling interests	(2)
Comprehensive income attributable to redeemable noncontrolling interests	6
Balance as of June 30, 2022	$	4

Revenue Recognition

Revenue from Contracts with Customers

The Company applies the guidance in ASC 606, Revenue from Contracts with Customers, or Topic 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.