SEC Filing | Clearway Energy, Inc.

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cwen-20240331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2024


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

Commission File Number: 333-203369

Clearway Energy LLC

(Exact name of registrant as specified in its charter)


Delaware			32-0407370
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

300 Carnegie Center, Suite 300	Princeton	New Jersey	08540
(Address of principal executive offices)			(Zip Code)

(609) 608-1525

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

As of April 30, 2024, there were 34,613,853 Class A units outstanding, 42,738,750 Class B units outstanding, 82,454,344 Class C units outstanding, and 42,336,750 Class D units outstanding. There is no public market for the registrant's outstanding units.

TABLE OF CONTENTS

Index


CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION			3
GLOSSARY OF TERMS			4
PART I — FINANCIAL INFORMATION			6
ITEM 1 — FINANCIAL STATEMENTS AND NOTES			6
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			27
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			41
ITEM 4 — CONTROLS AND PROCEDURES			42
PART II — OTHER INFORMATION			43
ITEM 1 — LEGAL PROCEEDINGS			43
ITEM 1A — RISK FACTORS			43
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			43
ITEM 3 — DEFAULTS UPON SENIOR SECURITIES			43
ITEM 4 — MINE SAFETY DISCLOSURES			43
ITEM 5 — OTHER INFORMATION			43
ITEM 6 — EXHIBITS			44
SIGNATURES			45

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q of Clearway Energy LLC, together with its consolidated subsidiaries, or the Company, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words “believes,” “projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors, risks and uncertainties include the factors described under Item 1A — Risk Factors in Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as the following:

•The Company’s ability to maintain and grow its quarterly distributions;

•Potential risks related to the Company's relationships with CEG and its owners;

•The Company’s ability to successfully identify, evaluate and consummate acquisitions from, and dispositions to, third parties;

•The Company’s ability to acquire assets from CEG;

•The Company’s ability to borrow additional funds and access capital markets, as well as the Company’s substantial indebtedness and the possibility that the Company may incur additional indebtedness going forward;

•Changes in law, including judicial decisions;

•Hazards customary to the power production industry and power generation operations such as fuel and electricity price volatility, unusual weather conditions (including wind and solar conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that the Company may not have adequate insurance to cover losses as a result of such hazards;

•The Company’s ability to operate its businesses efficiently, manage maintenance capital expenditures and costs effectively, and generate earnings and cash flows from its asset-based businesses in relation to its debt and other obligations;

•The willingness and ability of counterparties to the Company’s offtake agreements to fulfill their obligations under such agreements;

•The Company’s ability to enter into contracts to sell power and procure fuel on acceptable terms and prices;

•Government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs and environmental laws;

•Operating and financial restrictions placed on the Company that are contained in the facility-level debt facilities and other agreements of certain subsidiaries and facility-level subsidiaries generally, in the Clearway Energy Operating LLC amended and restated revolving credit facility and in the indentures governing the Senior Notes; and

•Cyber terrorism and inadequate cybersecurity, or the occurrence of a catastrophic loss and the possibility that the Company may not have adequate insurance to cover losses resulting from such hazards or the inability of the Company’s insurers to provide coverage.

Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause the Company’s actual results to differ materially from those contemplated in any forward-looking statements included in this Quarterly Report on Form 10-Q should not be construed as exhaustive.

GLOSSARY OF TERMS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:


2028 Senior Notes			$850 million aggregate principal amount of 4.75% unsecured senior notes due 2028, issued by Clearway Energy Operating LLC
2031 Senior Notes			$925 million aggregate principal amount of 3.75% unsecured senior notes due 2031, issued by Clearway Energy Operating LLC
2032 Senior Notes			$350 million aggregate principal amount of 3.75% unsecured senior notes due 2032, issued by Clearway Energy Operating LLC
Adjusted EBITDA			A non-GAAP measure, represents earnings before interest (including loss on debt extinguishment), tax, depreciation and amortization adjusted for mark-to-market gains or losses, asset write offs and impairments; and factors which the Company does not consider indicative of future operating performance


ASC			The FASB Accounting Standards Codification, which the FASB established as the source of authoritative GAAP
ATM Program			At-The-Market Equity Offering Program
BESS			Battery energy storage system
BlackRock			BlackRock, Inc.

CAFD			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
CEG			Clearway Energy Group LLC (formerly Zephyr Renewables LLC)
CEG Master Services Agreement			Amended and Restated Master Services Agreement, dated as of April 30, 2024, among the Company, Clearway, Inc., Clearway Energy Operating LLC and CEG

Clearway, Inc.			Clearway Energy, Inc., the holder of the Company’s Class A and Class C units
Clearway Energy Group LLC			The holder of all shares of Clearway, Inc.’s Class B and Class D common stock and the Company’s Class B and Class D units and, from time to time, possibly shares of Clearway, Inc.’s Class A and/or Class C common stock
Clearway Energy Operating LLC			The holder of facilities that are owned by the Company
Clearway Renew			Clearway Renew LLC, a subsidiary of CEG, and its wholly-owned subsidiaries

Company			Clearway Energy LLC, together with its consolidated subsidiaries
CVSR			California Valley Solar Ranch
CVSR Holdco			CVSR Holdco LLC, the indirect owner of CVSR




Distributed Solar			Solar power facilities, typically less than 20 MW in size (on an alternating current, or AC, basis), that primarily sell power produced to customers for usage on site, or are interconnected to sell power into the local distribution grid
Drop Down Assets			Assets under common control acquired by the Company from CEG



ERCOT			Electric Reliability Council of Texas, the ISO and the regional reliability coordinator of the various electricity systems within Texas
Exchange Act			The Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
GAAP			Accounting principles generally accepted in the U.S.
GenConn			GenConn Energy LLC
GIM			Global Infrastructure Management, LLC, the manager of GIP
GIP			Global Infrastructure Partners
HLBV			Hypothetical Liquidation at Book Value
IRA			Inflation Reduction Act of 2022
ISO			Independent System Operator, also referred to as an RTO


ITC			Investment Tax Credit

Mesquite Star			Mesquite Star Special LLC

MMBtu			Million British Thermal Units
Mt. Storm			NedPower Mount Storm LLC
MW			Megawatt
MWh			Saleable megawatt hours, net of internal/parasitic load megawatt-hours
Net Exposure			Counterparty credit exposure to Clearway, Inc. net of collateral



OCI			Other comprehensive income
O&M			Operations and Maintenance
PG&E			Pacific Gas and Electric Company
PJM			PJM Interconnection, LLC
PPA			Power Purchase Agreement

RA			Resource adequacy

RENOM			Clearway Renewable Operation & Maintenance LLC, a wholly-owned subsidiary of CEG
Rosie Central BESS			Rosie BESS Devco LLC

RTO			Regional Transmission Organization
SCE			Southern California Edison
SEC			U.S. Securities and Exchange Commission
Senior Notes			Collectively, the 2028 Senior Notes, the 2031 Senior Notes and the 2032 Senior Notes
SOFR			Secured Overnight Financing Rate
SPP			Solar Power Partners
SREC			Solar Renewable Energy Credit


TotalEnergies			TotalEnergies SE
U.S.			United States of America
Utah Solar Portfolio			Seven utility-scale solar farms located in Utah, representing 530 MW of capacity
Utility Scale Solar			Solar power facilities, typically 20 MW or greater in size (on an alternating current, or AC, basis), that are interconnected into the transmission or distribution grid to sell power at a wholesale level
VIE			Variable Interest Entity

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

CLEARWAY ENERGY LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended March 31,
(In millions)		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)
Net Loss		(59)		(52)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(33)		(30)
Net Loss Attributable to Clearway Energy LLC		$	(26)	$	(22)

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three months ended March 31,
(In millions)		2024		2023
Net Loss		$	(59)	$	(52)
Other Comprehensive Loss
Unrealized loss on derivatives and changes in accumulated OCI		(1)		(4)
Other comprehensive loss		(1)		(4)
Comprehensive Loss		(60)		(56)
Less: Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests		(30)		(31)
Comprehensive Loss Attributable to Clearway Energy LLC		$	(30)	$	(25)

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

CONSOLIDATED BALANCE SHEETS


(In millions)	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	44		55
Total current assets	1,481		1,547
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	$	14,846	$	14,688
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Current portion of long-term debt — external	$	565	$	558
Current portion of long-term debt — affiliate	1		1
Accounts payable — trade	123		130
Accounts payable — affiliates	32		35
Derivative instruments	52		51
Accrued interest expense	42		57

Accrued expenses and other current liabilities	64		79
Total current liabilities	879		911
Other Liabilities
Long-term debt — external	7,579		7,479
Deferred income taxes	1		2
Derivative instruments	309		281
Long-term lease liabilities	642		627
Other non-current liabilities	296		282
Total other liabilities	8,827		8,671
Total Liabilities	9,706		9,582
Redeemable noncontrolling interest in subsidiaries	2		1
Commitments and Contingencies
Members’ Equity
Contributed capital	1,260		1,299
Retained earnings	920		1,027
Accumulated other comprehensive income	11		15
Noncontrolling interest	2,947		2,764
Total Members’ Equity	5,138		5,105
Total Liabilities and Members’ Equity	$	14,846	$	14,688

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three months ended March 31,
(In millions)	2024		2023
Cash Flows from Operating Activities
Net Loss	$	(59)	$	(52)
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 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	(58)		(28)
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	215		214
(Distributions to) contributions from CEG, net	(8)		59


Payments of distributions	(81)		(76)





Proceeds from the issuance of long-term debt — external	74		42

Payments of debt issuance costs	—		(7)
Payments for long-term debt — external	(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

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY

For the Three Months Ended March 31, 2024

(Unaudited)


(In millions)	Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Members’ Equity
Balances at December 31, 2023	$	1,299	$	1,027	$	15	$	2,764	$	5,105
Net loss	—		(26)		—		(34)		(60)
Unrealized (loss) gain on derivatives and changes in accumulated OCI	—		—		(4)		3		(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	(38)		—		—		(2)		(40)

Distributions paid to Clearway, Inc.	—		(47)		—		—		(47)
Distributions paid to CEG Class B and Class D unit holders	—		(34)		—		—		(34)
Other	—		—		—		1		1
Balances at March 31, 2024	$	1,260	$	920	$	11	$	2,947	$	5,138


(In millions)	Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Members’ Equity
Balances at December 31, 2022	$	1,308	$	1,240	$	21	$	1,591	$	4,160
Net loss	—		(22)		—		(33)		(55)
Unrealized loss on derivatives and changes in accumulated OCI	—		—		(3)		(1)		(4)

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	(59)		—		—		53		(6)

Distributions paid to Clearway, Inc.	—		(32)		—		—		(32)
Distributions paid to CEG Class B and Class D unit holders	—		(44)		—		—		(44)
Balances at March 31, 2023	$	1,279	$	1,142	$	18	$	1,825	$	4,264

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Nature of Business

Clearway Energy LLC, together with its consolidated subsidiaries, or the Company, is an energy infrastructure investor with a focus on investments in clean energy and owner of modern, sustainable and long-term contracted assets across North America. The Company is sponsored by GIP and TotalEnergies through the portfolio company, Clearway Energy Group LLC, or CEG, which is equally owned by GIP and TotalEnergies. GIP is an independent infrastructure fund manager that makes equity and debt investments in infrastructure assets and businesses. TotalEnergies is a global multi-energy company. CEG is a leading developer of renewable energy infrastructure in the U.S.

The Company is one of the largest renewable energy owners in the U.S. with approximately 6,200 net MW of installed wind, solar and battery energy storage system, or BESS, facilities. The Company’s approximately 8,700 net MW of assets also includes approximately 2,500 net MW of environmentally-sound, highly efficient natural gas-fired generation facilities. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to increase distributions to its unit holders. The majority of the Company’s revenues are derived from long-term contractual arrangements for the output or capacity from these assets.

Clearway Energy, Inc., or Clearway, Inc., consolidates the results of the Company through its controlling interest, with CEG’s interest shown as contributed capital in the Company’s consolidated financial statements. The holders of Clearway, Inc.’s outstanding shares of Class A and Class C common stock are entitled to dividends as declared. CEG receives its distributions from the Company through its ownership of the Company’s Class B and Class D units.

As of March 31, 2024, Clearway, Inc. owned 57.90% of the economic interests of the Company, with CEG owning 42.10% of the economic interests of the Company.

The following table represents a summarized structure of the Company as of March 31, 2024:

https://cdn.kscope.io/cee4e4ffbde7f6fc13c4295770448f66-Clearway org picture as of 6.30.23 - 07.05.2023v3.jpg

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the SEC’s regulations for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to the consolidated financial statements included in the Company’s 2023 Form 10-K. Interim results are not necessarily indicative of results for a full year.

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all material adjustments consisting of normal and recurring accruals necessary to present fairly the Company’s consolidated financial position as of March 31, 2024, and results of operations, comprehensive loss and cash flows for the three months ended March 31, 2024 and 2023.

Note 2 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amounts of net earnings during the reporting periods. Actual results could be different from these estimates.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less at the time of purchase. Cash and cash equivalents held at subsidiary facilities was $141 million and $125 million as of March 31, 2024 and December 31, 2023, respectively.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:


	March 31, 2024		December 31, 2023
	(In millions)
Cash and cash equivalents	$	478	$	535
Restricted cash	485		516
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	963	$	1,051

Restricted cash consists primarily of funds held to satisfy the requirements of certain debt agreements and funds held within the Company’s facilities that are restricted in their use. As of March 31, 2024, these restricted funds were comprised of $173 million designated to fund operating expenses, $187 million designated for current debt service payments and $87 million restricted for reserves including debt service, performance obligations and other reserves as well as capital expenditures. The remaining $38 million is held in distributions reserve accounts.

Supplemental Cash Flow Information

The following table provides a disaggregation of the amounts classified as Acquisition of Drop Down Assets, net of cash acquired, shown in the consolidated statements of cash flows:


	Three months ended March 31,
	2024		2023
	(In millions)
Cash paid to acquire Drop Down Assets	$	(112)	$	(21)
Cash acquired from the acquisition of Drop Down Assets	1		14
Acquisition of Drop Down Assets, net of cash acquired	$	(111)	$	(7)

Accumulated Depreciation and Accumulated Amortization

The following table presents the accumulated depreciation included in property, plant and equipment, net, and accumulated amortization included in intangible assets, net:


	March 31, 2024		December 31, 2023
	(In millions)
Property, Plant and Equipment Accumulated Depreciation	$	3,633	$	3,485
Intangible Assets Accumulated Amortization	1,055		1,009

Distributions

The following table lists distributions paid on the Company's Class A, B, C and D units during the three months ended March 31, 2024:


	First Quarter 2024
Distributions per Class A, B, C and D unit	$	0.4033

On May 9, 2024, the Company declared a distribution on its Class A, Class B, Class C and Class D units of $0.4102 per unit payable on June 17, 2024 to unit holders of record as of June 3, 2024.

Revenue Recognition

Disaggregated Revenues

The following tables represent the Company’s disaggregation of revenue from contracts with customers along with the reportable segment for each category:


	Three months ended March 31, 2024
(In millions)	Conventional Generation		Renewables		Total
Energy revenue (a)	$	22	$	221	$	243
Capacity revenue (a)	63		9		72
Other revenues	2		14		16
Contract amortization	(5)		(41)		(46)
Mark-to-market for economic hedges	13		(35)		(22)
Total operating revenues	95		168		263
Less: Mark-to-market for economic hedges	(13)		35		22
Less: Lease revenue	(29)		(177)		(206)
Less: Contract amortization	5		41		46
Total revenue from contracts with customers	$	58	$	67	$	125

(a) The following amounts of energy and capacity revenue relate to leases and are accounted for under ASC 842:


(In millions)	Conventional Generation		Renewables		Total
Energy revenue	$	1	$	169	$	170
Capacity revenue	28		8		36

Total	$	29	$	177	$	206


	Three months ended March 31, 2023
(In millions)	Conventional Generation		Renewables		Total
Energy revenue (a)	$	1	$	198	$	199
Capacity revenue (a)	100		5		105
Other revenues	—		12		12
Contract amortization	(6)		(41)		(47)
Mark-to-market for economic hedges	—		19		19
Total operating revenues	95		193		288
Less: Mark-to-market for economic hedges	—		(19)		(19)
Less: Lease revenue	(101)		(156)		(257)
Less: Contract amortization	6		41		47
Total revenue from contracts with customers	$	—	$	59	$	59

(a) The following amounts of energy and capacity revenue relate to leases and are accounted for under ASC 842:


(In millions)	Conventional Generation		Renewables		Total
Energy revenue	$	1	$	152	$	153
Capacity revenue	100		4		104
Total	$	101	$	156	$	257

Contract Balances

The following table reflects the contract assets and liabilities included on the Company’s consolidated balance sheets:


	March 31, 2024		December 31, 2023
	(In millions)
Accounts receivable, net - Contracts with customers	$	62	$	66
Accounts receivable, net - Leases	122		105
Total accounts receivable, net	$	184	$	171

Note 3 — Acquisitions

Cedar Creek Drop Down — On April 16, 2024, the Company, through its indirect subsidiary, Cedar Creek Wind Holdco LLC, acquired Cedar Creek Holdco LLC, a 160 MW wind facility that is located in Bingham County, Idaho, from Clearway Renew for cash consideration of $117 million. Cedar Creek Wind Holdco LLC consolidates as primary beneficiary, Cedar Creek TE Holdco LLC, a tax equity fund that owns the Cedar Creek wind facility. Also on April 16, 2024, a tax equity investor contributed $108 million to acquire the Class A membership interests in Cedar Creek TE Holdco LLC. Cedar Creek has a 25-year PPA with an investment-grade utility that commenced in March 2024. The acquisition was funded with existing sources of liquidity.

Texas Solar Nova 2 Drop Down — On March 15, 2024, the Company, through its indirect subsidiary, TSN1 TE Holdco LLC, acquired Texas Solar Nova 2, LLC, a 200 MW solar facility that is located in Kent County, Texas, from Clearway Renew for cash consideration of $112 million, $17 million of which was funded by the Company with the remaining $95 million funded through a contribution from the cash equity investor in Lighthouse Renewable Holdco 2 LLC, which is a partnership. Lighthouse Renewable Holdco 2 LLC indirectly consolidates as primary beneficiary, TSN1 TE Holdco LLC, a tax equity fund that owns the Texas Solar Nova 1 and Texas Solar Nova 2 solar facilities, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. Texas Solar Nova 2 has an 18-year PPA with an investment-grade counterparty that commenced in March 2024. The Texas Solar Nova 2 operations are reflected in the Company’s Renewables segment and the Company’s portion of the purchase price was funded with existing sources of liquidity. The acquisition was determined to be an asset acquisition and the Company consolidates Texas Solar Nova 2 on a prospective basis in its financial statements. The assets and liabilities transferred to the Company relate to interests under common control and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the cash paid of $112 million and the historical cost of the Company’s net assets acquired of $72 million was recorded as an adjustment to contributed capital. In addition, the Company reflected $9 million of the Company’s purchase price, which was contributed back to the Company by CEG to pay down the acquired long-term debt, in the line item distributions to CEG, net of contributions in the consolidated statements of members’ equity.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of March 15, 2024:


(In millions)	Texas Solar Nova 2
Cash	$	1
Property, plant and equipment	280
Right-of-use assets, net	21
Derivative assets	6
Other current and non-current assets	4

Total assets acquired	312

Long-term debt (a)	194
Long-term lease liabilities	19
Other current and non-current liabilities	27
Total liabilities assumed	240
Net assets acquired	$	72

(a) Includes an $80 million term loan and a $115 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. See Note 7, Long-term Debt, for further discussion of the long-term debt assumed in the acquisition.

Note 4 — Investments Accounted for by the Equity Method and Variable Interest Entities

Entities that are not Consolidated

The Company has interests in entities that are considered VIEs under ASC 810, but for which it is not considered the primary beneficiary. The Company accounts for its interests in these entities and entities in which it has a significant investment under the equity method of accounting, as further described under Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, to the consolidated financial statements included in the Company’s 2023 Form 10-K.

The following table reflects the Company’s equity investments in unconsolidated affiliates as of March 31, 2024:


Name	Economic Interest	Investment Balance (a)
		(In millions)
Avenal	50%	$	6
Desert Sunlight	25%	219
Elkhorn Ridge	67%	13
GenConn (b)	50%	76
Rosie Central BESS (b)	50%	28
San Juan Mesa	75%	7
		$	349

(a) The Company’s maximum exposure to loss is limited to its investment balances.

(b) GenConn and Rosie Central BESS are VIEs.

Entities that are Consolidated

As further described under Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, to the consolidated financial statements included in the Company’s 2023 Form 10-K, the Company has a controlling financial interest in certain entities which have been identified as VIEs under ASC 810, Consolidations, or ASC 810. These arrangements are primarily related to tax equity arrangements entered into with third parties in order to monetize certain tax credits associated with wind, solar and BESS facilities. The Company also has a controlling financial interest in certain partnership arrangements with third-party investors, which also have been identified as VIEs. Under the Company’s arrangements that have been identified as VIEs, the third-party investors are allocated earnings, tax attributes and distributable cash in accordance with the respective limited liability company agreements. Many of these arrangements also provide a mechanism to facilitate achievement of the investor’s specified return by providing incremental cash distributions to the investor at a specified date if the specified return has not yet been achieved.

The following is a summary of significant activity during the three months ended March 31, 2024 related to the Company’s consolidated VIEs:

Lighthouse Renewable Holdco 2 LLC

As described in Note 3, Acquisitions, on March 15, 2024, TSN1 TE Holdco LLC, an indirect subsidiary of the Company, acquired Texas Solar Nova 2, LLC. The Company, through Lighthouse Renewable Holdco 2 LLC, a partnership, consolidates TSN1 TE Holdco LLC, a tax equity fund that owns the Texas Solar Nova 1 and Texas Solar Nova 2 solar facilities. The Company recorded the noncontrolling interest of the cash equity investor in Lighthouse Renewable Holdco 2 LLC at historical carrying amount, with the offset to contributed capital. The Class A membership interests in TSN1 TE Holdco LLC are held by a tax equity investor and are reflected as noncontrolling interest on the Company’s consolidated balance sheet.

Daggett Renewable Holdco LLC

Effective January 1, 2024, the Company and the cash equity investor in Daggett Renewable HoldCo LLC and Daggett 2 TargetCo LLC, the indirect owner of the Daggett 2 solar and BESS facility, agreed to transfer Daggett 2 TargetCo LLC to Daggett Renewable Holdco LLC. As the transfer was among entities under common control, the transaction was recognized at historical cost and no gain or loss was recognized.

Summarized financial information for the Company’s consolidated VIEs consisted of the following as of March 31, 2024:


(In millions)	Buckthorn Holdings, LLC		DGPV Funds (a)		Langford TE Partnership LLC		Daggett Renewable Holdco LLC (b)		Lighthouse Renewable Holdco LLC (c)		Lighthouse Renewable Holdco 2 LLC (d)
Other current and non-current assets	$	3	$	51	$	24	$	226	$	73	$	165
Property, plant and equipment	183		376		113		1,389		408		1,343
Intangible assets	—		1		—		—		—		1
Total assets	186		428		137		1,615		481		1,509
Current and non-current liabilities	12		49		70		646		140		565
Total liabilities	12		49		70		646		140		565
Noncontrolling interest	13		5		66		959		253		712
Net assets less noncontrolling interest	$	161	$	374	$	1	$	10	$	88	$	232

(a) DGPV Funds is comprised of Clearway & EFS Distributed Solar LLC, Golden Puma Fund LLC, Renew Solar CS4 Fund LLC and Chestnut Fund LLC, which are all tax equity funds.

(b) Daggett Renewable Holdco LLC consolidates Daggett TE Holdco LLC and Daggett 2 TE Holdco LLC, which are consolidated VIEs.

(c) Lighthouse Renewable Holdco LLC consolidates Black Rock TE Holdco LLC and Mililani TE Holdco LLC, which are consolidated VIEs.

(d) Lighthouse Renewable Holdco 2 LLC consolidates Mesquite Sky TE Holdco LLC, Mesquite Star Tax Equity Holdco LLC and TSN1 TE Holdco LLC, which are consolidated VIEs.


(In millions)	Oahu Solar LLC		Rattlesnake TE Holdco LLC		Rosie TargetCo LLC		VP-Arica TargetCo LLC (a)		Wildorado TE Holdco LLC		Other (b)
Other current and non-current assets	$	37	$	14	$	303	$	101	$	29	$	27
Property, plant and equipment	155		173		528		1,019		184		234
Intangible assets	—		—		—		2		—		15
Total assets	192		187		831		1,122		213		276
Current and non-current liabilities	22		17		397		893		17		91
Total liabilities	22		17		397		893		17		91
Noncontrolling interest	22		81		180		68		97		91
Net assets less noncontrolling interest	$	148	$	89	$	254	$	161	$	99	$	94

(a) VP-Arica TargetCo LLC consolidates VP-Arica TE Holdco LLC, a consolidated VIE that owns the Victory Pass and Arica solar and BESS facilities.

(b) Other is comprised of Elbow Creek TE Holdco LLC, Pinnacle Repowering TE Holdco LLC and the Spring Canyon facilities.

Note 5 — Fair Value of Financial Instruments

Fair Value Accounting under ASC 820

ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

•Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

•Level 2—inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

•Level 3—unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

In accordance with ASC 820, the Company determines the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement.

For cash and cash equivalents, restricted cash, accounts receivable — trade, note receivable — affiliate, accounts payable — trade, accounts payable — affiliates and accrued expenses and other current liabilities, the carrying amounts approximate fair value because of the short-term maturity of those instruments and are classified as Level 1 within the fair value hierarchy.

The carrying amount and estimated fair value of the Company’s recorded financial instrument not carried at fair market value or that does not approximate fair value is as follows:


	As of March 31, 2024				As of December 31, 2023
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)



Long-term debt, including current portion — affiliate	$	1	$	1	$	1	$	1
Long-term debt, including current portion — external (a)	8,204		7,631		8,102		7,611

(a) Excludes net debt issuance costs, which are recorded as a reduction to long-term debt on the Company’s consolidated balance sheets.

The fair value of the Company’s publicly-traded long-term debt is based on quoted market prices and is classified as Level 2 within the fair value hierarchy. The fair value of debt securities, non-publicly traded long-term debt and certain notes receivable of the Company are based on expected future cash flows discounted at market interest rates, or current interest rates for similar instruments with equivalent credit quality and are classified as Level 3 within the fair value hierarchy. The following table presents the level within the fair value hierarchy for long-term debt, including current portion:


	As of March 31, 2024				As of December 31, 2023
	Level 2		Level 3		Level 2		Level 3
	(In millions)
Long-term debt, including current portion	$	1,890	$	5,742	$	1,940	$	5,672

Recurring Fair Value Measurements

The Company records its derivative assets and liabilities at fair market value on its consolidated balance sheets. The following table presents assets and liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis and their level within the fair value hierarchy:


	As of March 31, 2024				As of December 31, 2023
	Fair Value (a)				Fair Value (a)
(In millions)	Level 2 (b)		Level 3			Level 2 (b)		Level 3
Derivative assets:
Energy-related commodity contracts (c)	$	—	$	8		$	2	$	—
Interest rate contracts	157		—			121		—
Other financial instruments (d)	—		14			—		13
Total assets	$	157	$	22		$	123	$	13
Derivative liabilities:
Energy-related commodity contracts (e)	$	—	$	361		$	—	$	330
Interest rate contracts	—		—			2		—
Total liabilities	$	—	$	361		$	2	$	330

(a) There were no derivative assets or liabilities classified as Level 1 as of March 31, 2024 and December 31, 2023.

(b) The Company’s interest rate swaps are measured at fair value using an income approach, which uses readily observable inputs, such as forward interest rates (e.g., SOFR) and contractual terms to estimate fair value.

(c) Includes long-term backbone transportation service contracts classified as Level 2 and short-term heat rate call option contracts classified as Level 3.

(d) Includes SREC contract.

(e) As of March 31, 2024 and December 31, 2023, amounts include $361 million and $325 million related to long-term power commodity contracts and zero and $5 million related to short-term heat rate call option contracts, respectively.

The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the consolidated financial statements using significant unobservable inputs:


	Three months ended March 31,
		2024		2023
(In millions)	Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
Beginning balance		$	(317)	$	(336)
Settlements		(1)		4


Total (losses) gains for the period included in earnings		(21)		16
Ending balance		$	(339)	$	(316)
Change in unrealized losses included in earnings for derivatives and other financial instruments held as of March 31, 2024		$	(21)

Derivative and Financial Instruments Fair Value Measurements

The Company's contracts are non-exchange-traded and valued using prices provided by external sources. The Company uses quoted observable forward prices to value its energy-related commodity contracts, which includes long-term power commodity contracts and heat rate call option contracts. To the extent that observable forward prices are not available, the quoted prices reflect the average of the forward prices from the prior year, adjusted for inflation. As of March 31, 2024, contracts valued with prices provided by models and other valuation techniques make up 6% of derivative assets and 100% of derivative liabilities and other financial instruments.

The Company’s significant positions classified as Level 3 include physical and financial energy-related commodity contracts executed in illiquid markets. The significant unobservable inputs used in developing fair value include illiquid power tenors and location pricing, which is derived by extrapolating pricing as a basis to liquid locations. The tenor pricing and basis spread are based on observable market data when available or derived from historic prices and forward market prices from similar observable markets when not available.

The following table quantifies the significant unobservable inputs used in developing the fair value of the Company’s Level 3 positions:


	March 31, 2024
	Fair Value						Input/Range
	Assets		Liabilities		Valuation Technique	Significant Unobservable Input	Low		High		Weighted Average
	(In millions)
Long-term Power Commodity Contracts	$	—	$	361	Discounted Cash Flow	Forward Market Price (per MWh)	$	19.73	$	86.87	$	43.47
Heat Rate Call Option Commodity Contracts	8		—		Option Model	Forward Market Price (per MWh)	$	(28.22)	$	1,321.77	$	53.33
					Option Model	Forward Market Price (per MMBtu)	$	1.15	$	14.51	$	5.52
Other Financial Instruments	14		—		Discounted Cash Flow	Forecast annual generation levels of certain DG solar facilities	60,801 MWh		121,602 MWh		115,622 MWh

The following table provides the impact on the fair value measurements to increases/(decreases) in significant unobservable inputs as of March 31, 2024:

Type

Significant Unobservable Input

Position

Change In Input

Impact on Fair Value Measurement

Energy-Related Commodity Contracts

Forward Market Price Power

Sell

Increase/(Decrease)

Lower/(Higher)

Energy-Related Commodity Contracts

Forward Market Price Gas

Sell

Increase/(Decrease)

Higher/(Lower)

Other Financial Instruments

Forecast Generation Levels

Sell

Increase/(Decrease)

Higher/(Lower)

The fair value of each contract is discounted using a risk-free interest rate. In addition, a credit reserve is applied to reflect credit risk, which is, for interest rate swaps, calculated based on credit default swaps using the bilateral method. For commodities, to the extent that the Net Exposure under a specific master agreement is an asset, the Company uses the counterparty’s default swap rate. If the Net Exposure under a specific master agreement is a liability, the Company uses a proxy of its own default swap rate. For interest rate swaps and commodities, the credit reserve is added to the discounted fair value to reflect the exit price that a market participant would be willing to receive to assume the liabilities or that a market participant would be willing to pay for the assets. As of March 31, 2024, the non-performance reserve was a $12 million gain recorded primarily to total operating revenues in the consolidated statements of operations. It is possible that future market prices could vary from those used in recording assets and liabilities and such variations could be material.

Concentration of Credit Risk

In addition to the credit risk discussion as disclosed under Item 15 — Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s 2023 Form 10-K, the following item is a discussion of the concentration of credit risk for the Company’s financial instruments. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. The Company monitors and manages credit risk through credit policies that include: (i) an established credit approval process; (ii) monitoring of counterparties’ credit limits on an as needed basis; (iii) as applicable, the use of credit mitigation measures such as margin, collateral, prepayment arrangements, or volumetric limits; (iv) the use of payment netting agreements; and (v) the use of master netting agreements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. The Company seeks to mitigate counterparty risk by having a diversified portfolio of counterparties.

Counterparty credit exposure includes credit risk exposure under certain long-term agreements, including solar and other PPAs. As external sources or observable market quotes are not available to estimate such exposure, the Company estimates the exposure related to these contracts based on various techniques including, but not limited to, internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. A significant portion of these energy-related commodity contracts are with utilities with strong credit quality and public utility commission or other regulatory support. However, such regulated utility counterparties can be impacted by changes in government regulations or adverse financial conditions, which the Company is unable to predict. Certain subsidiaries of the Company sell the output of their facilities to PG&E, a significant counterparty of the Company, under long-term PPAs, and PG&E’s credit rating is below investment-grade.

Note 6 — Derivative Instruments and Hedging Activities

This footnote should be read in conjunction with the complete description under Item 15 — Note 7, Accounting for Derivative Instruments and Hedging Activities, to the consolidated financial statements included in the Company’s 2023 Form 10-K.

Interest Rate Swaps

The Company enters into interest rate swap agreements in order to hedge the variability of expected future cash interest payments. As of March 31, 2024, the Company had interest rate derivative instruments on non-recourse debt extending through 2040, a portion of which were designated as cash flow hedges. Under the interest rate swap agreements, the Company pays a fixed rate and the counterparties to the agreements pay a variable interest rate.

Energy-Related Commodity Contracts

As of March 31, 2024, the Company had energy-related derivative instruments extending through 2033. At March 31, 2024, these contracts were not designated as cash flow or fair value hedges.

Volumetric Underlying Derivative Transactions

The following table summarizes the net notional volume buy/(sell) of the Company’s open derivative transactions broken out by commodity:


		Total Volume
		March 31, 2024		December 31, 2023
Commodity	Units	(In millions)
Power	MWh	(21)		(23)
Natural Gas	MMBtu	16		17
Interest	Dollars	$	1,610	$	2,467

Fair Value of Derivative Instruments

The following table summarizes the fair value within the derivative instrument valuation on the consolidated balance sheets:


	Fair Value
	Derivative Assets				Derivative Liabilities
	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
	(In millions)
Derivatives Designated as Cash Flow Hedges:
Interest rate contracts current	$	8	$	7	$	—	$	—
Interest rate contracts long-term	17		12		—		2
Total Derivatives Designated as Cash Flow Hedges	$	25	$	19	$	—	$	2
Derivatives Not Designated as Cash Flow Hedges:
Interest rate contracts current	$	38	$	33	$	—	$	—
Interest rate contracts long-term	94		69		—		—
Energy-related commodity contracts current	8		1		52		51
Energy-related commodity contracts long-term	—		1		309		279
Total Derivatives Not Designated as Cash Flow Hedges	$	140	$	104	$	361	$	330
Total Derivatives	$	165	$	123	$	361	$	332

The Company has elected to present derivative assets and liabilities on the balance sheet on a trade-by-trade basis and does not offset amounts at the counterparty level. As of March 31, 2024 and December 31, 2023, the amount of outstanding collateral paid or received was immaterial. The following tables summarize the offsetting of derivatives by counterparty:


	Gross Amounts Not Offset in the Statement of Financial Position
As of March 31, 2024	Gross Amounts of Recognized Assets/Liabilities		Derivative Instruments		Net Amount
Energy-related commodity contracts	(In millions)
Derivative assets	$	8	$	—	$	8
Derivative liabilities	(361)		—		(361)
Total energy-related commodity contracts	$	(353)	$	—	$	(353)
Interest rate contracts
Derivative assets	$	157	$	—	$	157

Total interest rate contracts	$	157	$	—	$	157
Total derivative instruments	$	(196)	$	—	$	(196)


	Gross Amounts Not Offset in the Statement of Financial Position
As of December 31, 2023	Gross Amounts of Recognized Assets/Liabilities		Derivative Instruments		Net Amount
Energy-related commodity contracts	(In millions)
Derivative assets	$	2	$	—	$	2
Derivative liabilities	(330)		—		(330)
Total energy-related commodity contracts	$	(328)	$	—	$	(328)
Interest rate contracts
Derivative assets	$	121	$	(2)	$	119
Derivative liabilities	(2)		2		—
Total interest rate contracts	$	119	$	—	$	119
Total derivative instruments	$	(209)	$	—	$	(209)

Accumulated Other Comprehensive Income

The following table summarizes the effects on the Company’s accumulated OCI balance attributable to interest rate swaps designated as cash flow hedge derivatives:


	Three months ended March 31,
			2024		2023
		(In millions)
Accumulated OCI beginning balance			$	20	$	27
Reclassified from accumulated OCI to income due to realization of previously deferred amounts			(1)		—
Mark-to-market of cash flow hedge accounting contracts			—		(4)
Accumulated OCI ending balance			19		23
Accumulated OCI attributable to noncontrolling interests			8		5
Accumulated OCI attributable to Clearway Energy LLC			$	11	$	18
Gains expected to be realized from OCI during the next 12 months			$	6

Amounts reclassified from accumulated OCI into income are recorded to interest expense.

Impact of Derivative Instruments on the Consolidated Statements of Operations

Mark-to-market gains/(losses) related to the Company’s derivatives are recorded in the consolidated statements of operations as follows:


	Three months ended March 31,
			2024		2023
		(In millions)
Interest Rate Contracts (Interest expense)			$	23	$	(21)
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities) (a)			(23)		18
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities included in Cost of operations) (b)			(2)		—

(a) Relates to long-term energy related commodity contracts at Elbow Creek, Mesquite Star, Mt. Storm, Langford and Mesquite Sky and short-term heat rate call option energy-related commodity contracts at El Segundo, Marsh Landing and Walnut Creek.

(b) Relates to long-term backbone transportation service energy-related commodity contracts at El Segundo and Walnut Creek.

See Note 5, Fair Value of Financial Instruments, for a discussion regarding concentration of credit risk.

Note 7 — Long-term Debt

This note should be read in conjunction with the complete description under Item 15 — Note 10, Long-term Debt, to the consolidated financial statements included in the Company’s 2023 Form 10-K. The Company’s borrowings, including short-term and long-term portions, consisted of the following:


(In millions, except rates)	March 31, 2024		December 31, 2023		March 31, 2024 interest rate % (a)	Letters of Credit Outstanding at March 31, 2024
Intercompany Note with Clearway, Inc.	$	1	$	1	4.710


2028 Senior Notes	850		850		4.750
2031 Senior Notes	925		925		3.750
2032 Senior Notes	350		350		3.750
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2028 (b)	—		—		S+1.850	$	228

Non-recourse facility-level debt:
Agua Caliente Solar LLC, due 2037	607		612		2.395-3.633	14
Alta Wind Asset Management LLC, due 2031	11		11		S+2.775	—
Alta Wind I-V lease financing arrangements, due 2034 and 2035	660		660		5.696-7.015	67
Alta Wind Realty Investments LLC, due 2031	19		20		7.000	—
Borrego, due 2024 and 2038	48		48		Various	4
Broken Bow, due 2031	40		41		S+2.100	6
Buckthorn Solar, due 2025	116		116		S+2.100	20
Carlsbad Energy Holdings LLC, due 2027	92		93		S+1.900	73
Carlsbad Energy Holdings LLC, due 2038	407		407		4.120	—
Carlsbad Holdco, LLC, due 2038	195		195		4.210	5
Cedro Hill, due 2024 and 2029	168		165		S+1.375	—
Crofton Bluffs, due 2031	26		27		S+2.100	3
CVSR, due 2037	585		601		2.339-3.775	—
CVSR Holdco Notes, due 2037	143		152		4.680	12
Daggett 2, due 2028	156		156		S+1.762	32
Daggett 3, due 2028	217		217		S+1.762	44
DG-CS Master Borrower LLC, due 2040	378		385		3.510	29









Mililani Class B Member Holdco LLC, due 2028	92		92		S+1.600	18
NIMH Solar, due 2024	146		148		S+2.275	12
Oahu Solar Holdings LLC, due 2026	80		81		S+1.525	10

Rosie Class B LLC, due 2024 and 2029	353		347		S+1.250-1.375	26
Texas Solar Nova 1, due 2028 (c)	—		102		S+1.750	—
TSN1 Class B Member LLC, due 2029 (c)	182		—		S+1.750	88
Utah Solar Holdings, due 2036	242		242		3.590	155
Viento Funding II, LLC, due 2029	171		175		S+