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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 2, 2023
CLEARWAY ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-36002
46-1777204
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
300 Carnegie Center, Suite 300, Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)
(609) 608-1525
Registrant's telephone number, including area code

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01CWEN.ANew York Stock Exchange
Class C Common Stock, par value $0.01CWENNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.



Item 2.02    Results of Operations and Financial Condition

    On November 2, 2023, Clearway Energy, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2023.  A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is hereby incorporated by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached exhibit are deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01     Financial Statements and Exhibits
(d)Exhibits

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached exhibit is deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
Exhibit
Number

Document
99.1
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    
Clearway Energy, Inc.
(Registrant)
By:/s/ Kevin P. Malcarney
Kevin P. Malcarney
General Counsel and Corporate Secretary
Dated: November 2, 2023




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clearwaylogoa03.jpg                                     


Clearway Energy, Inc. Reports Third Quarter 2023 Financial Results

Signed agreement with Clearway Group to commit to invest in the 452 MW Texas Solar Nova solar projects
Received enhanced offer from Clearway Group to invest in Dan's Mountain Wind
Received offer from Clearway Group to invest in 572 MW of solar plus storage projects
Entered into new Resource Adequacy contracts for Marsh Landing and El Segundo
Reiterating 2023 financial guidance range and initiating 2024 financial guidance
Increasing the quarterly dividend by 2% to $0.3964 per share in the fourth quarter of 2023, or $1.5856 per share annualized. Achieved 8% dividend per share growth in 2023
Continue to target annual dividend per share growth in the upper range of 5% to 8% through 2026

PRINCETON, NJ November 2, 2023— Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) today reported third quarter 2023 financial results, including Net Income of $15 million, Adjusted EBITDA of $323 million, Cash from Operating Activities of $287 million, and Cash Available for Distribution (CAFD) of $156 million.

"Clearway continues to expect 2023 full year results to be within the revised guidance range and has made further progress on executing toward its long-term objective to deliver at the upper range of its dividend growth target through 2026 without external debt or equity. With the commitment to invest in the Texas Solar Nova projects and the recent projects offered to CWEN, we now have full visibility into the deployment of the excess Thermal proceeds through commitments or offers. Importantly, the recent commitment and offers from our sponsor are at attractive economics and reflect the ability of the Clearway enterprise to adapt to the current capital markets environment,” said Christopher Sotos, Clearway Energy, Inc.’s President and Chief Executive Officer. “We are fortunate to have a sponsor who’s aligned with our disciplined capital allocation criteria. I remain confident that in partnership with our Board and sponsor, we can allocate capital to both drive CAFD per share growth and create long-term value creation for our investors.”

Adjusted EBITDA and Cash Available for Distribution used in this press release are non-GAAP measures and are explained in greater detail under “Non-GAAP Financial Information” below.

Overview of Financial and Operating Results

Segment Results

Table 1: Net Income/(Loss)
($ millions)Three Months EndedNine Months Ended
Segment9/30/239/30/229/30/239/30/22
Conventional38 41 99 121 
Renewables62 62 112 26 
Thermal— — — 17 
Corporate
(85)(41)(152)950 
Net Income/(Loss)$15 $62 $59 $1,114 
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Table 2: Adjusted EBITDA
($ millions)Three Months EndedNine Months Ended
Segment9/30/239/30/229/30/239/30/22
Conventional84 94 236 277 
Renewables246 236 645 675 
Thermal— — — 23 
Corporate
(7)(8)(24)(27)
Adjusted EBITDA$323 $322 $857 $948 

Table 3: Cash from Operating Activities and Cash Available for Distribution (CAFD)
Three Months EndedNine Months Ended
($ millions)9/30/239/30/229/30/239/30/22
Cash from Operating Activities$287 $328 $496 $607 
Cash Available for Distribution (CAFD)$156 $154 $289 $328 


For the third quarter of 2023, the Company reported Net Income of $15 million, Adjusted EBITDA of $323 million, Cash from Operating Activities of $287 million, and CAFD of $156 million. Net Income decreased versus 2022 primarily due to non-cash tax expenses from allocations of taxable earnings and losses from HLBV method accounting. Adjusted EBITDA results in the third quarter were in-line with 2022 as lower renewable production at certain sites and the expiration of certain tolling agreements in the Conventional fleet was offset by the contribution of growth investments. CAFD results in the third quarter of 2023 were in-line with 2022 as lower renewable production at certain sites was offset by the contribution of growth investments.

Operational Performance

Table 4: Selected Operating Results1
(MWh in thousands)Three Months EndedNine Months Ended
9/30/239/30/229/30/239/30/22
Conventional Equivalent Availability Factor97.9 %93.9 %87.5 %92.5 %
Solar MWh generated/sold1,8221,4734,2324,071
Wind MWh generated/sold2,0851,8947,2627,031
Renewables generated/sold23,9073,36711,49411,102

In the third quarter of 2023, availability at the Conventional segment was higher than the third quarter of 2022 primarily due to forced outages in 2022. Generation in the Renewables segment during the third quarter of 2023 was 16% higher than the third quarter of 2022 primarily due to the contribution of growth investments.


1 Excludes equity method investments
2 Generation sold excludes MWh that are reimbursable for economic curtailment
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Liquidity and Capital Resources

Table 5: Liquidity
($ millions)9/30/202312/31/2022
Cash and Cash Equivalents:
Clearway Energy, Inc. and Clearway Energy LLC, excluding subsidiaries$441 $536 
Subsidiaries125 121 
Restricted Cash:
Operating accounts 160 109 
Reserves, including debt service, distributions, performance obligations and other reserves 430 230 
Total Cash$1,156 $996 
Revolving credit facility availability489 370 
Total Liquidity$1,645 $1,366 

Total liquidity as of September 30, 2023, was $1,645 million, which was $279 million higher than as of December 31, 2022, primarily due to the refinancing of the revolving credit facility which increased its total capacity to $700 million from $495 million and additional project level restricted cash associated with growth investments, partially offset by the execution of growth investments.

As of September 30, 2023, the Company's liquidity included $590 million of restricted cash. Restricted cash consists primarily of funds to satisfy the requirements of certain debt arrangements and funds held within the Company's projects that are restricted in their use. As of September 30, 2023, these restricted funds were comprised of $160 million designated to fund operating expenses, approximately $316 million designated for current debt service payments, and $85 million of reserves for debt service, performance obligations and other items including capital expenditures. The remaining $29 million is held in distribution reserve accounts.

Potential future sources of liquidity include excess operating cash flow, availability under the revolving credit facility, asset dispositions, and, subject to market conditions, new corporate debt and equity financings.


Growth Investments and Strategic Announcements

Texas Solar Nova 1 and Texas Solar Nova 2

On August 30, 2023, the Company, through an indirect subsidiary, entered into an agreement to acquire interests in Texas Solar Nova 1 and Texas Solar Nova 2, 452 MW of solar projects under construction in Kent County, Texas, upon the projects meeting certain milestones. Upon achieving commercial operations the projects are underpinned by power purchase agreements with creditworthy counterparties with a weighted average contract duration of approximately 18 years. The Company expects to invest approximately $40 million, subject to closing adjustments. Commercial operations of the facilities and the Company’s investment are expected to occur between the fourth quarter of 2023 and first half of 2024. The Company expects the projects to contribute asset CAFD on a five-year average annual basis of approximately $4 million beginning January 1, 2025.

Enhanced Offer to Invest in Dan's Mountain Wind

On October 16, 2023, Clearway Group provided an updated offer providing the Company the opportunity to own 100% cash equity interest in a 55 MW wind project located in Allegany County, Maryland that is expected to reach commercial operations in the first half of 2025. The potential corporate capital commitment for the investment is expected to be approximately $86 million. The investment is subject to negotiation, both with Clearway Group and the review and approval by the Company’s Independent Directors.

Offer to Invest in 572 MW of Solar Plus Storage Projects

On October 16, 2023, Clearway Group offered the Company opportunities to enter into partnership arrangements to own cash equity interests in 572 MW of solar plus storage projects that are expected to reach commercial operations in 2025. The
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potential corporate capital commitment for the investments are expected to be approximately $105 million. The investments are subject to negotiation both with Clearway Group, and the review and approval by the Company’s Independent Directors.

Resource Adequacy Agreements

During the third quarter, the Company signed contracts with California Load Serving Entities to sell Resource Adequacy for the following assets:

Marsh Landing: The Company contracted with a load serving entity to sell approximately 400 MW of Resource Adequacy commencing September 2026 and ending December 2027. As of the end of the third quarter, 100% of Marsh Landing's net qualifying capacity is contracted through 2026. 63% of the project’s net qualifying capacity is contracted in 2027 at terms providing for higher project level CAFD in 2027 relative to current run-rate expectations.
El Segundo: The Company contracted with a load serving entity to sell approximately 274 MW of Resource Adequacy commencing August 2026 and ending December 2027. As of the end of the third quarter, 100% of El Segundo's net qualifying capacity is contracted through 2026. Approximately 50% of the project’s net qualifying capacity is contracted in 2027 at terms providing for higher project level CAFD in 2027 relative to current run-rate expectations.

Quarterly Dividend

On November 1, 2023, Clearway Energy, Inc.’s Board of Directors declared a quarterly dividend on Class A and Class C common stock of $0.3964 per share payable on December 15, 2023, to stockholders of record as of December 1, 2023.

The Company anticipates that a portion of the dividends expected to be paid in 2023 and beyond may be treated as taxable for U.S. federal income tax purposes. The portion of dividends in future years that will be treated as taxable will depend upon a number of factors, including but not limited to, the Company’s overall performance and the gross amount of any dividends made to stockholders in 2023 and beyond.
Seasonality

Clearway Energy, Inc.’s quarterly operating results are impacted by seasonal factors, as well as weather variability which can impact renewable energy resource. Most of the Company's revenues are generated from the months of May through September, as contracted pricing and renewable resources are at their highest levels in the Company’s portfolio. Factors driving the fluctuation in Net Income, Adjusted EBITDA, Cash from Operating Activities, and CAFD include the following:

Higher summer capacity and energy prices from conventional assets;
Higher solar insolation during the summer months;
Higher wind resources during the spring and summer months;
Debt service payments which are made either quarterly or semi-annually;
Timing of maintenance capital expenditures and the impact of both unforced and forced outages; and
Timing of distributions from unconsolidated affiliates

The Company takes into consideration the timing of these factors to ensure sufficient funds are available for distributions and operating activities on a quarterly basis.

Financial Guidance

The Company is reiterating its 2023 full year CAFD guidance range of $330 million to $360 million.

The Company is initiating 2024 full year CAFD guidance of $395 million. The Company’s 2024 financial guidance factors in the contribution of committed growth investments based on current expected closing timelines. 2024 CAFD guidance does not factor in the timing of when CAFD is realized from new growth investments pursuant to 5-year averages beyond 2024. 2024 financial guidance is based on median renewable energy production estimates for the full year.

Earnings Conference Call

On November 2, 2023, Clearway Energy, Inc. will host a conference call at 8:00 a.m. Eastern to discuss these results. Investors, the news media and others may access the live webcast of the conference call and accompanying presentation
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materials by logging on to Clearway Energy, Inc.’s website at http://www.clearwayenergy.com and clicking on “Presentations & Webcasts” under “Investor Relations.”

About Clearway Energy, Inc.

Clearway Energy, Inc. is one of the largest renewable energy owners in the US with over 5,500 net MW of installed wind and solar generation projects. The Company's over 8,000 net MW of assets also include approximately 2,500 net MW of environmentally-sound, highly efficient natural gas generation facilities. Through this environmentally-sound diversified and primarily contracted portfolio, Clearway Energy endeavors to provide its investors with stable and growing dividend income. Clearway Energy, Inc.’s Class C and Class A common stock are traded on the New York Stock Exchange under the symbols CWEN and CWEN.A, respectively. Clearway Energy, Inc. is sponsored by its controlling investor, Clearway Energy Group LLC. For more information, visit investor.clearwayenergy.com.

Safe Harbor Disclosure

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “expect,” “estimate,” "target," “anticipate,” “forecast,” “plan,” “outlook,” “believe” and similar terms. Such forward-looking statements include, but are not limited to, statements regarding, the Company’s dividend expectations and its operations, its facilities and its financial results, impacts related to COVID-19 (including any variant of the virus) or any other pandemic, statements regarding the
anticipated consummation of the transactions described above, the anticipated benefits, opportunities, and results with respect to the transactions, including the Company’s future relationship and arrangements with Global Infrastructure Partners, TotalEnergies, and Clearway Energy Group, as well as the Company's Net Income, Adjusted EBITDA, Cash from Operating Activities, Cash Available for Distribution, the Company’s future revenues, income, indebtedness, capital structure, strategy, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions.

Although Clearway Energy, Inc. believes that the expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, the Company's ability to maintain and grow its quarterly dividend, impacts related to COVID-19 (including any variant of the virus) or any other pandemic, risks relating to the Company's relationships with its sponsors, the failure to identify, execute or successfully implement acquisitions or dispositions (including receipt of third party consents and regulatory approvals), the Company's ability to acquire assets from its sponsors, the Company’s ability to borrow additional funds and access capital markets due to its indebtedness, corporate structure, market conditions or otherwise, hazards customary in the power industry, weather conditions, including wind and solar performance, 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 new contracts as existing contracts expire, changes in government regulations, operating and financial restrictions placed on the Company that are contained in the project-level debt facilities and other agreements of the Company and its subsidiaries, and cyber terrorism and inadequate cybersecurity. Furthermore, any dividends are subject to available capital, market conditions, and compliance with associated laws and regulations.

Clearway Energy, Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Cash Available for Distribution are estimates as of today’s date, November 2, 2023, and are based on assumptions believed to be reasonable as of this date. Clearway Energy, Inc. expressly disclaims any current intention to update such guidance. The foregoing review of factors that could cause Clearway Energy, Inc.’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect Clearway Energy, Inc.’s future results included in Clearway Energy, Inc.’s filings with the Securities and Exchange Commission at www.sec.gov. In addition, Clearway Energy, Inc. makes available free of charge at www.clearwayenergy.com, copies of materials it files with, or furnishes to, the Securities and Exchange Commission.

# # #
Contacts:

Investors:                Media:
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    Akil Marsh                Zadie Oleksiw
    investor.relations@clearwayenergy.com    media@clearwayenergy.com
    609-608-1500                202-836-5754
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CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three months ended September 30,Nine months ended September 30,
(In millions, except per share amounts)2023202220232022
Operating Revenues
Total operating revenues$371 $340 $1,065 $922 
Operating Costs and Expenses
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below134 98 360 338 
Depreciation, amortization and accretion133 129 389 379 
General and administrative28 31 
Transaction and integration costs— 
Development costs— — — 
Total operating costs and expenses277 235 780 755 
Gain on sale of business— — — 1,291 
Operating Income94 105 285 1,458 
Other Income (Expense)
Equity in earnings of unconsolidated affiliates11 14 11 28 
Other income, net15 32 10 
Loss on debt extinguishment— — — (2)
Interest expense(48)(49)(202)(143)
Total other expense, net(22)(30)(159)(107)
 Income Before Income Taxes72 75 126 1,351 
Income tax expense57 13 67 237 
Net Income15 62 59 1,114 
Less: Net income attributable to noncontrolling interests and redeemable noncontrolling interests11 30 17 544 
Net Income Attributable to Clearway Energy, Inc.
$$32 $42 $570 
Earnings Per Share Attributable to Clearway Energy, Inc. Class A and Class C Common Stockholders
Weighted average number of Class A common shares outstanding - basic and diluted
35 35 35 35 
Weighted average number of Class C common shares outstanding - basic and diluted
82 82 82 82 
Earnings Per Weighted Average Class A and Class C Common Share - Basic and Diluted
$0.03 $0.28 $0.36 $4.89 
Dividends Per Class A Common Share $0.3891 $0.3604 $1.1454 $1.0608 
Dividends Per Class C Common Share $0.3891 $0.3604 $1.1454 $1.0608 
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CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three months ended September 30,Nine months ended September 30,
(In millions)2023202220232022
Net Income$15 $62 $59 $1,114 
Other Comprehensive Income
Unrealized gain on derivatives and changes in accumulated OCI/OCL, net of income tax expense, of $1, $3, $1 and $611 31 
Other comprehensive income11 31 
Comprehensive Income23 73 67 1,145 
Less: Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interests17 37 23 563 
Comprehensive Income Attributable to Clearway Energy, Inc.$$36 $44 $582 
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CLEARWAY ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except shares)September 30, 2023December 31, 2022
ASSETS(Unaudited)
Current Assets
Cash and cash equivalents$566 $657 
Restricted cash 590 339 
Accounts receivable — trade196 153 
Inventory55 47 
Derivative instruments51 26 
Note receivable — affiliate215 — 
Prepayments and other current assets61 54 
Total current assets1,734 1,276 
Property, plant and equipment, net 8,025 7,421 
Other Assets
Equity investments in affiliates373 364 
Intangible assets for power purchase agreements, net2,352 2,488 
Other intangible assets, net 72 77 
Derivative instruments132 63 
Right-of-use assets, net569 527 
Other non-current assets113 96 
Total other assets3,611 3,615 
Total Assets$13,370 $12,312 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt$522 $322 
Accounts payable — trade73 55 
Accounts payable — affiliates72 22 
Derivative instruments54 50 
Accrued interest expense41 54 
Accrued expenses and other current liabilities82 114 
Total current liabilities844 617 
Other Liabilities
Long-term debt6,995 6,491 
Deferred income taxes152 119 
Derivative instruments271 303 
Long-term lease liabilities601 548 
Other non-current liabilities239 201 
Total other liabilities8,258 7,662 
Total Liabilities9,102 8,279 
Redeemable noncontrolling interest in subsidiaries18 
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); 202,075,237 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 82,385,884, Class D 42,336,750) at September 30, 2023 and 201,972,813 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 82,283,460, Class D 42,336,750) at December 31, 2022
Additional paid-in capital1,728 1,761 
Retained earnings370 463 
Accumulated other comprehensive income11 
Noncontrolling interest2,140 1,792 
Total Stockholders’ Equity4,250 4,026 
Total Liabilities and Stockholders’ Equity13,370 12,312 
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CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine months ended September 30,
(In millions)20232022
Cash Flows from Operating Activities
Net Income$59 $1,114 
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates (11)(28)
Distributions from unconsolidated affiliates17 25 
Depreciation, amortization and accretion389 379 
Amortization of financing costs and debt discounts10 
Amortization of intangibles139 123 
Loss on debt extinguishment — 
Gain on sale of business— (1,291)
Reduction in carrying amount of right-of-use assets11 10 
Changes in deferred income taxes49 207 
Changes in derivative instruments and amortization of accumulated OCI/OCL(64)77 
Cash used in changes in other working capital:
Changes in prepaid and accrued liabilities for tolling agreements (23)24 
Changes in other working capital(79)(45)
Net Cash Provided by Operating Activities496 607 
Cash Flows from Investing Activities
Acquisition of Drop Down Assets, net of cash acquired100 (51)
Acquisition of Capistrano Wind Portfolio, net of cash acquired— (223)
Increase in note receivable — affiliate(215)— 
Capital expenditures(143)(95)
Return of investment from unconsolidated affiliates14 12 
Investments in unconsolidated affiliates (28)— 
Proceeds from sale of business— 1,457 
Other— 
Net Cash (Used in) Provided by Investing Activities(271)1,100 
Cash Flows from Financing Activities
Contributions from (distributions to) noncontrolling interests, net294 (14)
Payments of dividends and distributions(231)(214)
Distributions to CEG of escrowed amounts— (64)
Tax-related distributions(21)(8)
Proceeds from the revolving credit facility— 80 
Payments for the revolving credit facility— (325)
Proceeds from the issuance of long-term debt 293 219 
Payments of debt issuance costs(14)(4)
Payments for long-term debt(384)(868)
Other(2)(7)
Net Cash Used in Financing Activities(65)(1,205)
Net Increase in Cash, Cash Equivalents and Restricted Cash160 502 
Cash, Cash Equivalents and Restricted Cash at Beginning of Period996 654 
Cash, Cash Equivalents and Restricted Cash at End of Period$1,156 $1,156 

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CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Nine Months Ended September 30, 2023
(Unaudited)
(In millions)Preferred StockCommon StockAdditional
Paid-In
Capital
Retained EarningsAccumulated
Other
Comprehensive Income
Noncontrolling
Interest
Total
Stockholders’
Equity
Balances at December 31, 2022$— $$1,761 $463 $$1,792 $4,026 
Net loss— — — — — (43)(43)
Unrealized loss on derivatives and changes in accumulated OCI, net of tax— — — — (1)(2)(3)
Contributions from CEG, net of distributions, cash— — — — — 30 30 
Contributions from noncontrolling interests, net of distributions, cash— — — — — 215 215 
Transfers of assets under common control— — (52)— — 46 (6)
Non-cash adjustments for change in tax basis— — — — — 
Stock-based compensation— — — — — 
Common stock dividends and distributions to CEG unit holders— — — (44)— (32)(76)
Balances at March 31, 2023— 1,719 419 2,006 4,153 
Net income— — — 38 — 40 78 
Unrealized gain on derivatives and changes in accumulated OCI, net of tax— — — — 
Distributions to CEG, net of contributions, cash— — — — — (4)(4)
Distributions to noncontrolling interests, net of contributions, cash— — — — — (5)(5)
Tax-related distributions— — — — — (19)(19)
Stock-based compensation— — (1)— — — (1)
Common stock dividends and distributions to CEG unit holders— — — (45)— (32)(77)
Other— — — — — (1)(1)
Balances at June 30, 2023— 1,718 412 1,987 4,127 
Net income— — — — 10 
Unrealized gain on derivatives and changes in accumulated OCI, net of tax— — — — 
Distributions to CEG, cash— — — — — (1)(1)
Contributions from noncontrolling interests, net of distributions, cash— — — — — 12 12 
Distributions to noncontrolling interests, non-cash— — — — — (7)(7)
Tax-related distributions— — — — — (2)(2)
Transfer of assets under common control— — — — — 171 171 
Non-cash adjustments for change in tax basis— — — — — 
Stock-based compensation— — (1)— — 
Common stock dividends and distributions to CEG unit holders— — — (45)— (33)(78)
Other— — — — — 
Balances at September 30, 2023$— $$1,728 $370 $11 $2,140 $4,250 
11




CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Nine Months Ended September 30, 2022
(Unaudited)
(In millions)Preferred StockCommon StockAdditional
Paid-In
Capital
(Accumulated Deficit) Retained EarningsAccumulated
Other
Comprehensive (Loss) Income
Noncontrolling
Interest
Total
Stockholders’
Equity
Balances at December 31, 2021$— $$1,872 $(33)$(6)$1,466 $3,300 
Net loss— — — (32)— (67)(99)
Unrealized gain on derivatives and changes in accumulated OCI, net of tax— — — — 14 
Distributions to CEG, net of contributions, cash— — — — — (3)(3)
Contributions from noncontrolling interests, net of distributions, cash— — — — — 28 28 
Transfers of assets under common control— — (12)— — (25)(37)
Non-cash adjustments for change in tax basis— — — — — 
Stock based compensation— — (2)— — — (2)
Common stock dividends and distributions to CEG unit holders— — (40)— — (30)(70)
Balances at March 31, 2022— 1,826 (65)— 1,377 3,139 
Net income— — — 570 — 575 1,145 
Unrealized gain on derivatives and changes in accumulated OCI, net of tax— — — — 
Distributions to CEG, net of contributions, cash— — — — — (20)(20)
Distributions to noncontrolling interests, net of contributions, cash— — — — — (10)(10)
Non-cash adjustments for change in tax basis— — (1)— — — (1)
Stock based compensation— — — — — 
Common stock dividends and distributions to CEG unit holders— — (41)— — (30)(71)
Balances at June 30, 2022$— $$1,785 $505 $$1,896 $4,189 
Net income— — — 32 — 27 59 
Unrealized gain on derivatives and changes in accumulated OCI, net of tax— — — — 11 
Distributions to CEG, non-cash— — — — — (4)(4)
Contributions from CEG, net of distributions, cash— — — — — 
Tax-related distributions— — — — — (8)(8)
Distributions to noncontrolling interests, net of contributions, cash
— — — — — (14)(14)
Stock-based compensation— — (1)— — — 
Capistrano Wind Portfolio Acquisition— — — — 11 
Kawailoa Sale to Clearway Renew LLC— — — — — (69)(69)
Common stock dividends and distributions to CEG unit holders— — — (42)— (31)(73)
Balances at September 30, 2022$— $$1,786 $494 $10 $1,818 $4,109 
12



Appendix Table A-1: Three Months Ended September 30, 2023, Segment Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):
($ in millions)ConventionalRenewablesThermalCorporateTotal
Net Income (Loss)$38 $62 $— $(85)$15 
Plus:
Income Tax Expense— — — 57 57 
Interest Expense, net— 19 34 
Depreciation, Amortization, and ARO33 100 — — 133 
Contract Amortization
42 — — 47 
Mark to Market (MtM) (Gain)/Loss on economic hedges(3)21 — — 18 
Transaction and integration costs— — — 
Other non-recurring— — — 
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA from Unconsolidated Affiliates13 — — 16 
Non-Cash Equity Compensation
— — — 
Adjusted EBITDA$84 $246 $ $(7)$323 

Appendix Table A-2: Three Months Ended September 30, 2022, Segment Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):
($ in millions)ConventionalRenewablesThermalCorporateTotal
Net Income (Loss)$41 $62 $— $(41)$62 
Plus:
Income Tax Expense— — — 13 13 
Interest Expense, net11 14 — 20 45 
Depreciation, Amortization, and ARO33 96 — — 129 
Contract Amortization
36 — — 42 
Mark to Market (MtM) (Gain)/Loss on economic hedges— 17 — — 17 
Other non-recurring— — — 
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA from Unconsolidated Affiliates
10 — — 13 
Adjusted EBITDA$94 $236 $ $(8)$322 









13



Appendix Table A-3: Nine Months Ended September 30, 2023, Segment Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):
($ in millions)ConventionalRenewablesThermalCorporateTotal
Net Income (Loss)$99 $112 $— $(152)$59 
Plus:
Income Tax Expense— — — 67 67 
Interest Expense, net24 91 — 55 170 
Depreciation, Amortization, and ARO98 291 — — 389 
Contract Amortization
16 125 — — 141 
Mark to Market (MtM) (Gain)/Loss on economic hedges(3)(24)— — (27)
Transaction and Integration costs
— — — 
Other Non-recurring(7)— — (2)
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA from Unconsolidated Affiliates
45 — — 54 
Non-Cash Equity Compensation
— — — 
Adjusted EBITDA$236 $645 $ $(24)$857 
    


Appendix Table A-4: Nine Months Ended September 30, 2022, Segment Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):
($ in millions)ConventionalRenewablesThermalCorporateTotal
Net Income (Loss)$121 $26 $17 $950 $1,114 
Plus:
Income Tax Expense— — — 237 237 
Interest Expense, net29 32 70 137 
Depreciation, Amortization, and ARO99 280 — — 379 
Contract Amortization
18 107 — — 125 
Loss on Debt Extinguishment
— — — 
Mark to Market (MtM) (Gain)/Loss on economic hedges— 195 — — 195 
Transaction and Integration costs
— — — 
Other Non-recurring— (1,291)(1,289)
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA from Unconsolidated Affiliates
32 — — 41 
Non-Cash Equity Compensation
— — — 
Adjusted EBITDA$277 $675 $23 $(27)$948 

14




Appendix Table A-5: Cash Available for Distribution Reconciliation
The following table summarizes the calculation of Cash Available for Distribution and provides a reconciliation to Cash from Operating Activities:
Three Months EndedNine Months Ended
($ in millions)9/30/239/30/229/30/239/30/22
Adjusted EBITDA$323 $322 $857 $948 
Cash interest paid(89)(95)(237)(254)
Changes in prepaid and accrued liabilities for tolling agreements33 98 (23)24 
Adjustments to reflect sale-type leases and payments for lease expenses
Pro-rata Adjusted EBITDA from unconsolidated affiliates(28)(28)(64)(69)
Distributions from unconsolidated affiliates17 25 
Changes in working capital and other40 22 (59)(71)
Cash from Operating Activities287 328 496 607 
Changes in working capital and other(40)(22)59 71 
Development Expenses3— — — 
Return of investment from unconsolidated affiliates14 12 
Net contributions (to)/from non-controlling interest4(8)(12)(28)(32)
Maintenance capital expenditures(9)(4)(22)(16)
Principal amortization of indebtedness5(78)(147)(230)(321)
Cash Available for Distribution before Adjustments$156 $149 $289 $323 
2022 Net Impact of Capistrano given timing of project debt service— — 
Cash Available for Distribution6$156 $154 $289 $328 





3 Primarily related to Thermal Development Expenses
4 2023 excludes $250 million of net contributions related to the funding of Rosamond Central Battery Storage, Waiawa, and Daggett; 2022 excludes $50 million of contributions related to the funding of Mesquite Sky, Black Rock, and Mililani and $2 million of distributions related to release of inverter reserves at Agua Caliente
5 2023 excludes $130 million for the repayment of construction loans in connection with Waiawa and Daggett, and $24 million for the repayment of balloon at Walnut Creek Holdings; 2022 excludes $660 million for the repayment of the Bridge Loan Facility and revolver payments, $186 million for the refinancing of Tapestry Wind, Laredo Ridge, and Viento, and $27 million for the repayment of bridge loans in connection with Mililani
6 Excludes income tax payments related to Thermal sale
15



Appendix Table A-6: Nine Months Ended September 30, 2023, Sources and Uses of Liquidity
The following table summarizes the sources and uses of liquidity in 2023:

Nine Months Ended
($ in millions)9/30/23
Sources:
Net cash provided by operating activities496 
Contributions from (distributions to) noncontrolling interests, net294 
Proceeds from issuance of long-term debt293 
Acquisition of Drop Down Assets, net of cash acquired100 
Return of investment from unconsolidated affiliates14 
Uses:
Payments for long-term debt (384)
Payments of dividends and distributions (231)
Increase in note receivable — affiliate(215)
Capital expenditures(143)
Other net cash outflows(64)
Change in total cash, cash equivalents, and restricted cash$160 
16



Appendix Table A-7: Adjusted EBITDA and Cash Available for Distribution Guidance
($ in millions)2023 Full Year Guidance2024 Full Year Guidance
Net Income95 - 12090 
Income Tax Expense
20 - 2520 
Interest Expense, net
300 330 
Depreciation, Amortization, and ARO Expense
620 680 
 Adjustment to reflect CWEN share of Adjusted EBITDA in unconsolidated affiliates50 50 
Non-Cash Equity Compensation
Adjusted EBITDA1,090 - 1,1201,175 
Cash interest paid
(300)(310)
Changes in prepaid and accrued liabilities for tolling agreements
(32)(5)
 Adjustments to reflect sale-type leases and payments for lease expenses10 10 
Pro-rata Adjusted EBITDA from unconsolidated affiliates
(85)(85)
Cash distributions from unconsolidated affiliates745 45 
Cash from Operating Activities728 - 758830 
Net distributions to non-controlling interest8(60)(100)
Maintenance capital expenditures
(35)(40)
Principal amortization of indebtedness9
(303)(295)
Cash Available for Distribution10330 - 360395 


Appendix Table A-8: Adjusted EBITDA and Cash Available for Distribution Growth Projects
($ in millions)Texas Solar Nova 1&2
5 Year Ave. 2025-2029
Net Income 
Interest Expense, net
Depreciation, Amortization, and ARO Expense16 
Adjusted EBITDA25 
 Cash interest paid(9)
Cash from Operating Activities16 
Net distributions (to)/from non-controlling interest(5)
Principal amortization of indebtedness(7)
Estimated Cash Available for Distribution4 

7 Distribution from unconsolidated affiliates can be classified as Return of Investment on Unconsolidated Affiliates when actuals are reported. This is below cash from operating activities
8 Includes tax equity proceeds and distributions to tax equity partners
9 2023 excludes balloon maturity payments; 2024 maturities assumed to be refinanced
10 Excludes income tax payments related to Thermal sale
17





Non-GAAP Financial Information

EBITDA and Adjusted EBITDA

EBITDA, Adjusted EBITDA, and Cash Available for Distribution (CAFD) are non-GAAP financial measures. These measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. The presentation of non-GAAP financial measures should not be construed as an inference that Clearway Energy’s future results will be unaffected by unusual or non-recurring items.

EBITDA represents net income before interest (including loss on debt extinguishment), taxes, depreciation and amortization. EBITDA is presented because Clearway Energy considers it an important supplemental measure of its performance and believes debt and equity holders frequently use EBITDA to analyze operating performance and debt service capacity. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are:
EBITDA does not reflect cash expenditures, or future requirements for capital expenditures, or contractual commitments;
EBITDA does not reflect changes in, or cash requirements for, working capital needs;
EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments;
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and
Other companies in this industry may calculate EBITDA differently than Clearway Energy does, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to use to invest in the growth of Clearway Energy’s business. Clearway Energy compensates for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally. See the statements of cash flow included in the financial statements that are a part of this news release.

Adjusted EBITDA is presented as a further supplemental measure of operating performance. Adjusted EBITDA represents EBITDA adjusted for mark-to-market gains or losses, non-cash equity compensation expense, asset write offs and impairments; and factors which we do not consider indicative of future operating performance such as transition and integration related costs. The reader is encouraged to evaluate each adjustment and the reasons Clearway Energy considers it appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA. In addition, in evaluating Adjusted EBITDA, the reader should be aware that in the future Clearway Energy may incur expenses similar to the adjustments in this news release.

Management believes Adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. This measure is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired.

Additionally, Management believes that investors commonly adjust EBITDA information to eliminate the effect of restructuring and other expenses, which vary widely from company to company and impair comparability. As we define it, Adjusted EBITDA represents EBITDA adjusted for the effects of impairment losses, gains or losses on sales, non-cash equity compensation expense, dispositions or retirements of assets, any mark-to-market gains or losses from accounting for derivatives, adjustments to exclude gains or losses on the repurchase, modification or extinguishment of debt, and any extraordinary, unusual or non-recurring items plus adjustments to reflect the Adjusted EBITDA from our unconsolidated investments. We adjust for these items in our Adjusted EBITDA as our management believes that these items would distort their ability to efficiently view and assess our core operating trends.

In summary, our management uses Adjusted EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our Board of Directors, shareholders, creditors, analysts and investors concerning our financial performance.

18



Cash Available for Distribution

A non-GAAP measure, Cash Available for Distribution is defined as of September 30, 2023 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. Management believes CAFD is a relevant supplemental measure of the Company’s ability to earn and distribute cash returns to investors.

We believe CAFD is useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of our ability to make quarterly distributions. In addition, CAFD is used by our management team for determining future acquisitions and managing our growth. The GAAP measure most directly comparable to CAFD is cash provided by operating activities.

However, CAFD has limitations as an analytical tool because it does not include changes in operating assets and liabilities and excludes the effect of certain other cash flow items, all of which could have a material effect on our financial condition and results from operations. CAFD is a non-GAAP measure and should not be considered an alternative to cash provided by operating activities or any other performance or liquidity measure determined in accordance with GAAP, nor is it indicative of funds available to fund our cash needs. In addition, our calculations of CAFD are not necessarily comparable to CAFD as calculated by other companies. Investors should not rely on these measures as a substitute for any GAAP measure, including cash provided by operating activities.


19

v3.23.3
Cover Page
Nov. 02, 2023
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 02, 2023
Entity Registrant Name CLEARWAY ENERGY, INC.
Entity Central Index Key 0001567683
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-36002
Entity Tax Identification Number 46-1777204
Entity Address, Address Line One 300 Carnegie Center
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Princeton
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08540
City Area Code 609
Local Phone Number 608-1525
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Class A [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Class A Common Stock, par value $0.01
Trading Symbol CWEN.A
Security Exchange Name NYSE
Common Class C [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Class C Common Stock, par value $0.01
Trading Symbol CWEN
Security Exchange Name NYSE

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