View:
United States securities and exchange commission logo
August 31, 2022
Chad Plotkin
Chief Financial Officer
Clearway Energy, Inc.
300 Carnegie Center, Suite 300
Princeton, NJ 08540
Re: Clearway Energy,
Inc.
Form 10-K for the
Fiscal Year ended December 31, 2021
Filed February 28,
2022
File No. 001-36002
Dear Mr. Plotkin:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
General
1. This letter includes
comments on accounting and disclosure matters that also pertain to the
public filings of your
subsidiary, Clearway Energy LLC. Please revise the accounting and
disclosures in both
filings as necessary to address these concerns.
Properties, page 41
2. Please expand your
disclosures to indicate the extent to which the various assets that you
have listed were
utilized during the period to comply with Instruction 1 to Item 102.
For example, indicate
the extent to which the assets were dedicated to either capacity or
energy contracts,
quantify electricity production for the assets and each group (e.g.
conventional, solar,
wind, and thermal), and explain how electricity production from each
group compares to its
net generating capacity.
Chad Plotkin
FirstName LastNameChad Plotkin
Clearway Energy, Inc.
Comapany
August 31, NameClearway
2022 Energy, Inc.
August
Page 2 31, 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and the Results of
Operations
Consolidated Results of Operations, page 52
3. We note that you quantify changes in revenues that are attributable to
each operating
segment, as well as your hedging activities and contract amortization,
and although you
identify various factors underlying these changes, there is no
indication of the relative
significance of the factors or the effects of changes in prices and
volumes.
For example, a $217 million increase for the Renewables segment is
attributed to six
acquisitions, the consolidation of investments, and higher wind
production, with an offset
of $50 million to settle certain obligations. We see that you quantify
power generated and
sold for the operating segments on page 50, though do not quantify
amounts separately for
the wind and solar resources or for acquisitions during the period.
Please expand your disclosures to indicate the extent to which such
changes in revenue are
attributable to the acquisitions, consolidating event, and separately
to changes in both
wind and solar power generation, as well as to the sale of renewable
energy credits and to
changes in prices to comply with Item 303(a) and (b)(2)(i) and (iii)
of Regulation S-K.
In connection with these revisions, please also bifurcate the MWh
generated/sold figures
referenced above to quantify the metrics for your solar and wind
resources.
Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page 89
4. We understand that you generate revenue from the sale of capacity and
from the
production and sale of energy, using both conventional and renewable
sources, such as
solar, wind, and thermal, and from earning and selling renewable
energy credits.
However, your disclosures of disaggregated revenue reflects only the
categories of energy,
capacity, other, contract amortization, and mark-to-market for
economic hedges, for the
conventional, renewable, and thermal segments.
Given your disclosure on page 51, expressing uncertainty about the
availability of your
wind and solar resources, including an inability to predict
performance due to their
variable nature; and disclosures on pages 10 and 11 of differing tax
incentives for wind
and solar resources, it is unclear how combining the corresponding
revenues would
adequately depict how the nature, amount, timing, and uncertainty of
revenue and cash
flows from the wind and solar resources are affected by economic
factors.
Provide us with a schedule showing how revenues associated with the
solar and wind
resources and the sale of renewable energy credits are reflected in
your segment and line
item details for each period; and tell us why you would not identify
revenues for these
additional categories to comply with FASB ASC 606-10-50-5, or to
otherwise report on
the significance and variability in revenues that are attributable to
these resources.
Chad Plotkin
Clearway Energy, Inc.
August 31, 2022
Page 3
5. We note your disclosure indicating that revenue from the sale of
renewable energy credits
is recognized when the related energy is generated and simultaneously
delivered although
you also indicate that such credits are conveyed under power purchase
agreements which
you are accounting for as operating leases.
As the renewable energy credits appear to represent intangible assets,
tell us why you have
not presented the revenues separately on page 81 to comply with Rule
5-03.1 of
Regulations S-X. Please also address the guidance in FASB ASC
842-30-50-3(a)(2) and
(b), 50-3A(b), and 50-12, to the extent applicable to operating leases
of the renewable
segment and renewable energy credits to be earned during the terms of
the leases.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or
Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
FirstName LastNameChad Plotkin Sincerely,
Comapany NameClearway Energy, Inc.
Division of
Corporation Finance
August 31, 2022 Page 3 Office of Energy
& Transportation
FirstName LastName