Form 8-K - Current report

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): May 9, 2024

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 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 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 May 9, 2024, Clearway Energy, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2024. 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						Press Release, dated May 9, 2024
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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: May 9, 2024

Clearway Energy, Inc. Reports First Quarter 2024 Financial Results

•Signed agreements with Clearway Group to commit to invest in 55 MW of wind and 257 MW of solar plus storage projects

•Entered into new Resource Adequacy Contracts for Marsh Landing and Walnut Creek

•Reaffirming 2024 financial guidance

•Increasing the quarterly dividend by 1.7% to $0.4102 per share in the second quarter of 2024, or $1.64 per share annualized

•Continue to target annual dividend per share growth in the upper range of 5% to 8% through 2026

PRINCETON, NJ — May 9, 2024— Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) today reported first quarter 2024 financial results, including Net Loss of $(46) million, Adjusted EBITDA of $211 million, Cash from Operating Activities of $81 million, and Cash Available for Distribution (CAFD) of $52 million.

"Clearway remains well positioned to achieve its 2024 financial objectives. We reported solid first quarter results highlighting the benefits of our fleet's geographic and technological diversification,” said Craig Cornelius, Clearway Energy, Inc.’s incoming President and Chief Executive Officer. “Furthermore, we have made additional progress on the execution toward our long-term objectives with the commitments to invest in Dan's Mountain and Rosamond South and new resource adequacy contracts for our Conventional fleet. CWEN continues to expect to achieve the upper range of its 5% to 8% annual dividend growth objective without needing external capital through at least 2026. In 2027 we continue to see the potential for CAFD per share growth to be in that same range if the balance of our gas fleet contracts its capacity to deliver resource adequacy at the same or better pricing as recently disclosed contract awards.”

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 Ended
Segment		3/31/24		3/31/23
Conventional		16		24
Renewables		(44)		(48)

Corporate		(18)		(16)
Net Income/(Loss)		$	(46)	$	(40)

Table 2: Adjusted EBITDA


($ millions)	Three Months Ended
Segment		3/31/24		3/31/23
Conventional		51		76
Renewables		169		151

Corporate		(9)		(9)
Adjusted EBITDA		$	211	$	218

Table 3: Cash from Operating Activities and Cash Available for Distribution (CAFD)


	Three Months Ended
($ millions)		3/31/24		3/31/23
Cash from Operating Activities		$	81	$	75
Cash Available for Distribution (CAFD)		$	52	$	(4)

For the first quarter of 2024, the Company reported Net Loss of $(46) million, Adjusted EBITDA of $211 million, Cash from Operating Activities of $81 million, and CAFD of $52 million. Net Loss increased versus 2023 primarily due to higher depreciation expense from growth projects achieving commercial operations. Adjusted EBITDA results in the first quarter of 2024 were lower than 2023 primarily due to the expiration of certain tolling agreements in the Conventional fleet, partially offset by the contribution from growth investments. Cash from Operating Activities increased versus 2023 primarily due to higher distributions from unconsolidated affiliates and lower interest payments related to the Conventional fleet. CAFD results in the first quarter of 2024 were higher than 2023 primarily due to lower debt service in the Conventional fleet coinciding with the expiration of the tolling agreements as well as higher wind generation for certain facilities during the first quarter.

Operational Performance

Table 4: Selected Operating Results1


(MWh in thousands)	Three Months Ended
		3/31/24		3/31/23
Conventional Equivalent Availability Factor		86.3	%	74.4	%
Solar MWh generated/sold		1,443		866
Wind MWh generated/sold		2,519		2,744
Renewables generated/sold2		3,962		3,610

In the first quarter of 2024, availability at the Conventional segment was higher than the first quarter of 2023 primarily due to the timing and duration of maintenance outages in the segment in 2023. Generation in the Renewables segment during the first quarter of 2024 was 10% higher than the first quarter of 2023 primarily due to the contribution of growth investments.

Liquidity and Capital Resources

Table 5: Liquidity


($ millions)	3/31/2024		12/31/2023
Cash and Cash Equivalents:
Clearway Energy, Inc. and Clearway Energy LLC, excluding subsidiaries	$	337	$	410
Subsidiaries	141		125
Restricted Cash:
Operating accounts	173		176
Reserves, including debt service, distributions, performance obligations and other reserves	312		340
Total Cash	$	963	$	1,051
Revolving credit facility availability	472		454
Total Liquidity	$	1,435	$	1,505

Total liquidity as of March 31, 2024, was $1,435 million, which was $70 million lower than as of December 31, 2023, primarily due to the repayment of debt and execution of growth investments.

1 Excludes equity method investments

2 Generation sold excludes MWh that are reimbursable for economic curtailment

As of March 31, 2024, the Company's liquidity included $485 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 March 31, 2024, these restricted funds were comprised of $173 million designated to fund operating expenses, approximately $187 million designated for current debt service payments, and $87 million of reserves for debt service, performance obligations and other items including capital expenditures. The remaining $38 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

Cedar Creek Wind

On April 16, 2024, the Company, through an indirect subsidiary, acquired the Cedar Creek wind project, a 160 MW project located in Bingham County, Idaho, for $117 million in cash. The project achieved commercial operations in the second quarter of 2024 and sells its power under a 25-year PPA with an investment grade utility. The Company expects the project to contribute asset CAFD on a five-year average annual basis of approximately $13 million beginning January 1, 2025.

Dan's Mountain Wind

On May 3, 2024, the Company, through an indirect subsidiary, committed to acquire 50% cash equity interest in the Dan's Mountain wind project, a 55 MW project located in Allegany County, Maryland, for $44 million in cash, subject to closing adjustments. The project is expected to achieve commercial operations in the first half of 2025 and sell its power primarily under a 12-year PPA with an investment grade offtaker. The Company expects the project to contribute asset CAFD on a five-year average annual basis of approximately $4 million beginning January 1, 2026.

Rosamond South I

On May 7, 2024, the Company, through an indirect subsidiary, committed to acquire 50% cash equity interest in the Rosamond South I solar plus storage project, a 257 MW project located in Rosamond, California, for approximately $21 million in cash, subject to closing adjustments. The project is expected to achieve commercial operations in the first half of 2025 and sell its power, RECs, and capacity under agreements with creditworthy counterparties with a weighted average contract duration of approximately 15 years. The Company expects the project to contribute asset CAFD on a five-year average annual basis of approximately $2 million beginning January 1, 2026.

Strategic Announcements

Resource Adequacy Agreement at Walnut Creek

On May 6, 2024, the Company contracted with a load serving entity to sell approximately 97 MW of Resource Adequacy commencing January 2027 and ending December 2027. With this transaction, approximately 20% of Walnut Creek's net qualifying capacity is contracted through 2027 at terms providing for higher project level CAFD in 2027 relative to current run-rate expectations.

Resource Adequacy Agreement at Marsh Landing

On March 28, 2024, the Company contracted with a load serving entity to sell approximately 90 MW of Resource Adequacy commencing September 2026 and ending December 2030. With this transaction, approximately 74% of Marsh Landing's net qualifying capacity is contracted through 2027 at terms providing for higher project level CAFD in 2027 relative to current run-rate expectations.

Quarterly Dividend

On May 9, 2024, Clearway Energy, Inc.’s Board of Directors declared a quarterly dividend on Class A and Class C common stock of $0.4102 per share payable on June 17, 2024, to stockholders of record as of June 3, 2024.

Seasonality

Clearway Energy, Inc.’s quarterly operating results are impacted by seasonal factors, as well as weather variability which can impact renewable energy resource throughout the year. 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;

•Renewable energy resource throughout the year

•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 reaffirming its 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 and estimates for merchant energy gross margin at the conventional fleet. 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. Financial guidance is based on median renewable energy production estimates for the full year.

Earnings Conference Call

On May 9, 2024, 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 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 approximately 6,200 net MW of installed wind, solar, and battery energy storage systems. The Company's approximately 8,700 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, 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, May 9, 2024, 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:

Akil Marsh Zadie Oleksiw

investor.relations@clearwayenergy.com media@clearwayenergy.com

609-608-1500 202-836-5754

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended March 31,
(In millions, except per share amounts)		2024		2023
Operating Revenues
Total operating revenues		$	263	$	288
Operating Costs and Expenses
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below		126		108
Depreciation, amortization and accretion		154		128

General and administrative		11		10
Transaction and integration costs		1		—

Total operating costs and expenses		292		246

Operating (Loss) Income		(29)		42
Other Income (Expense)
Equity in earnings (losses) of unconsolidated affiliates		12		(3)


Other income, net		16		8
Loss on debt extinguishment		(1)		—
Interest expense		(57)		(99)
Total other expense, net		(30)		(94)
Loss Before Income Taxes		(59)		(52)
Income tax benefit		(13)		(12)
Net Loss		(46)		(40)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(44)		(40)
Net Loss Attributable to Clearway Energy, Inc.		$	(2)	$	—
Loss Per Share Attributable to Clearway Energy, Inc. Class A and Class C Common Stockholders
Weighted average number of Class A common shares outstanding - basic and diluted		35		35

Weighted average number of Class C common shares outstanding - basic and diluted		82		82

Loss Per Weighted Average Class A and Class C Common Share - Basic and Diluted		$	(0.02)	$	—



Dividends Per Class A Common Share		$	0.4033	$	0.3745
Dividends Per Class C Common Share		$	0.4033	$	0.3745

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three months ended March 31,
(In millions)	2024		2023
Net Loss	$	(46)	$	(40)
Other Comprehensive Loss
Unrealized loss on derivatives and changes in accumulated OCI, net of income tax benefit, of $—, and $1	(1)		(3)
Other comprehensive loss	(1)		(3)
Comprehensive Loss	(47)		(43)
Less: Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests	(43)		(42)
Comprehensive Loss Attributable to Clearway Energy, Inc.	$	(4)	$	(1)

CLEARWAY ENERGY, INC.

CONSOLIDATED BALANCE SHEETS


(In millions, except shares)	March 31, 2024		December 31, 2023
ASSETS	(Unaudited)
Current Assets
Cash and cash equivalents	$	478	$	535
Restricted cash	485		516
Accounts receivable — trade	184		171

Inventory	58		55
Derivative instruments	54		41
Note receivable — affiliate	178		174

Prepayments and other current assets	60		68
Total current assets	1,497		1,560
Property, plant and equipment, net	9,746		9,526
Other Assets
Equity investments in affiliates	349		360

Intangible assets for power purchase agreements, net	2,259		2,303
Other intangible assets, net	72		71
Derivative instruments	111		82

Right-of-use assets, net	615		597

Other non-current assets	213		202
Total other assets	3,619		3,615
Total Assets	$	14,862	$	14,701
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	565	$	558

Accounts payable — trade	123		130

Accounts payable — affiliates	28		31
Derivative instruments	52		51
Accrued interest expense	42		57

Accrued expenses and other current liabilities	64		79
Total current liabilities	874		906
Other Liabilities
Long-term debt	7,579		7,479
Deferred income taxes	111		127
Derivative instruments	309		281
Long-term lease liabilities	642		627
Other non-current liabilities	300		286
Total other liabilities	8,941		8,800
Total Liabilities	9,815		9,706
Redeemable noncontrolling interest in subsidiaries	2		1
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); 202,080,794 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 82,391,441, Class D 42,336,750) at March 31, 2024 and 202,080,794 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 82,391,441, Class D 42,336,750) at December 31, 2023	1		1
Additional paid-in capital	1,741		1,732
Retained earnings	311		361
Accumulated other comprehensive income	5		7
Noncontrolling interest	2,987		2,893
Total Stockholders’ Equity	5,045		4,994
Total Liabilities and Stockholders’ Equity	$	14,862	$	14,701

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three months ended March 31,
(In millions)	2024		2023
Cash Flows from Operating Activities
Net Loss	$	(46)	$	(40)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in (earnings) losses of unconsolidated affiliates	(12)		3
Distributions from unconsolidated affiliates	9		6
Depreciation, amortization and accretion	154		128
Amortization of financing costs and debt discounts	4		3
Amortization of intangibles	46		47
Loss on debt extinguishment	1		—

Reduction in carrying amount of right-of-use assets	4		4


Changes in deferred income taxes	(10)		(11)
Changes in derivative instruments and amortization of accumulated OCI	2		3

Cash used in changes in other working capital:
Changes in prepaid and accrued liabilities for tolling agreements	(10)		(39)
Changes in other working capital	(61)		(29)
Net Cash Provided by Operating Activities	81		75
Cash Flows from Investing Activities


Acquisition of Drop Down Assets, net of cash acquired	(111)		(7)



Capital expenditures	(98)		(88)

Return of investment from unconsolidated affiliates	4		9





Other	2		—
Net Cash Used in Investing Activities	(203)		(86)
Cash Flows from Financing Activities
Contributions from noncontrolling interests, net of distributions	207		273


Payments of dividends and distributions	(81)		(76)




Proceeds from the issuance of long-term debt	74		42
Payments of debt issuance costs	—		(7)
Payments for long-term debt	(166)		(204)

Net Cash Provided by Financing Activities	34		28

Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash	(88)		17
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	1,051		996
Cash, Cash Equivalents and Restricted Cash at End of Period	$	963	$	1,013

CLEARWAY ENERGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)


(In millions)	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Stockholders’ Equity
Balances at December 31, 2023	$	—	$	1	$	1,732	$	361	$	7	$	2,893	$	4,994
Net loss	—		—		—		(2)		—		(45)		(47)
Unrealized (loss) gain on derivatives and changes in accumulated OCI, net of tax	—		—		—		—		(2)		1		(1)
Distributions to CEG, net of contributions, cash	—		—		—		—		—		(1)		(1)

Contributions from noncontrolling interests, net of distributions, cash	—		—		—		—		—		215		215

Transfers of assets under common control	—		—		2		—		—		(42)		(40)



Non-cash adjustments for change in tax basis	—		—		6		—		—		—		6
Stock-based compensation	—		—		1		—		—		—		1
Common stock dividends and distributions to CEG unit holders	—		—		—		(47)		—		(34)		(81)
Other	—		—		—		(1)		—		—		(1)
Balances at March 31, 2024	$	—	$	1	$	1,741	$	311	$	5	$	2,987	$	5,045


(In millions)	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Stockholders’ Equity
Balances at December 31, 2022	$	—	$	1	$	1,761	$	463	$	9	$	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	—		—		9		—		—		—		9
Stock based compensation	—		—		1		—		—		—		1
Common stock dividends and distributions to CEG unit holders	—		—		—		(44)		—		(32)		(76)
Balances at March 31, 2023	$	—	$	1	$	1,719	$	419	$	8	$	2,006	$	4,153

Appendix Table A-1: Three Months Ended March 31, 2024, Segment Adjusted EBITDA Reconciliation

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):



($ in millions)	Conventional		Renewables		Corporate		Total
Net Income (Loss)	$	16	$	(44)	$	(18)	$	(46)
Plus:
Income Tax Benefit	—		—		(13)		(13)
Interest Expense, net	6		14		20		40
Depreciation, Amortization, and ARO	32		122		—		154
Contract Amortization	5		41		—		46

Loss on Debt Extinguishment	—		1		—		1
Mark to Market (MtM) Losses/(Gains) on economic hedges	(11)		35		—		24
Transaction and integration costs	—		—		1		1
Other non-recurring	—		(1)		—		(1)
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA from Unconsolidated Affiliates	3		1		—		4
Non-Cash Equity Compensation	—		—		1		1
Adjusted EBITDA	$	51	$	169	$	(9)	$	211

Appendix Table A-2: Three Months Ended March 31, 2023, Segment Adjusted EBITDA Reconciliation

The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):



($ in millions)	Conventional		Renewables		Corporate		Total
Net Income (Loss)	$	24	$	(48)	$	(16)	$	(40)
Plus:
Income Tax Benefit	—		—		(12)		(12)
Interest Expense, net	10		62		18		90
Depreciation, Amortization, and ARO	33		95		—		128
Contract Amortization	6		41		—		47


Mark to Market (MtM) Gains on economic hedges	—		(19)		—		(19)

Other non-recurring	—		4		—		4
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA from Unconsolidated Affiliates	3		16		—		19
Non-Cash Equity Compensation	—		—		1		1
Adjusted EBITDA	$	76	$	151	$	(9)	$	218

Appendix Table A-3: 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 Ended
($ in millions)	3/31/24		3/31/23
Adjusted EBITDA	$	211	$	218
Cash interest paid	(90)		(93)
Changes in prepaid and accrued liabilities for tolling agreements	(10)		(39)
Adjustments to reflect sale-type leases and payments for lease expenses	3		1
Pro-rata Adjusted EBITDA from unconsolidated affiliates	(17)		(15)
Distributions from unconsolidated affiliates	9		6
Changes in working capital and other	(25)		(3)
Cash from Operating Activities	81		75
Changes in working capital and other	25		3

Return of investment from unconsolidated affiliates	4		9
Net distributions (to)/from non-controlling interest3	(5)		(10)
Maintenance capital expenditures	(2)		(7)
Principal amortization of indebtedness4	(51)		(74)


Cash Available for Distribution	$	52	$	(4)

Appendix Table A-4: Three Months Ended March 31, 2024, Sources and Uses of Liquidity

The following table summarizes the sources and uses of liquidity in 2024:


	Three Months Ended
($ in millions)	3/31/24
Sources:
Contributions from noncontrolling interests, net of distributions	207
Net cash provided by operating activities	81
Proceeds from the issuance of long-term debt	74
Return of investment from unconsolidated affiliates	4



Other net cash inflows	2

Uses:
Payments for long-term debt	(166)
Acquisition of Drop Down Assets, net of cash acquired	(111)
Capital expenditures	(98)
Payments of dividends and distributions	(81)






Change in total cash, cash equivalents, and restricted cash	$	(88)

3 2024 excludes $224 million of contributions related to Texas Solar Nova 2; 2023 excludes $224 million of contributions related to the funding of Waiawa and Daggett 3

4 2024 excludes $115 for the repayment of bridge loans in connection with Texas Solar Nova 2; 2023 excludes $55 million for the repayment of bridge loans in connection with Waiawa

Appendix Table A-5: Adjusted EBITDA and Cash Available for Distribution Guidance


($ in millions)						2024 Full Year Guidance
Net Income						90
Income Tax Expense						20
Interest Expense, net						330
Depreciation, Amortization, and ARO Expense						680
Adjustment to reflect CWEN share of Adjusted EBITDA in unconsolidated affiliates						50
Non-Cash Equity Compensation						5
Adjusted EBITDA						1,175
Cash interest paid						(310)
Changes in prepaid and accrued liabilities for tolling agreements						(5)
Adjustments to reflect sale-type leases and payments for lease expenses						10
Pro-rata Adjusted EBITDA from unconsolidated affiliates						(85)
Cash distributions from unconsolidated affiliates5						45

Cash from Operating Activities						830

Net distributions to non-controlling interest6						(100)
Maintenance capital expenditures						(40)
Principal amortization of indebtedness7						(295)

Cash Available for Distribution						395

Appendix Table A-6: Adjusted EBITDA and Cash Available for Distribution Growth Projects



($ in millions)	Cedar Creek Wind 5 Year Ave. 2025-2029	Dan's Mountain Wind 5 Year Ave. 2026-2030	Rosamond South I 5 Year Ave. 2026-2030
Net Income	3	1	—
Interest Expense, net	5	—	12
Depreciation, Amortization, and ARO Expense	8	8	17

Adjusted EBITDA	16	9	29
Cash interest paid	(5)	—	(12)



Cash from Operating Activities	11	9	17
Net distributions (to)/from non-controlling interest	3	(5)	(6)
Network Upgrade Reimbursements	2	—	—
Maintenance capital expenditures	—	—	(1)
Principal amortization of indebtedness	(3)	—	(8)
Estimated Cash Available for Distribution	13	4	2

5 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

6 Includes tax equity proceeds and distributions to tax equity partners

7 2024 excludes maturities assumed to be refinanced

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.

Cash Available for Distribution

A non-GAAP measure, Cash Available for Distribution is defined as of March 31, 2024 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.

Cover Page	May 09, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 09, 2024
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