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, ~~2023~~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 ~~28, 2023,~~30, 2024, there were 34,613,853 Class A units outstanding, 42,738,750 Class B units outstanding, ~~82,385,884~~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			2927
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, ~~2022,~~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 ~~GIP, TotalEnergies~~CEG and ~~CEG;~~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 as current offtake agreements expire;~~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 ~~project-level~~facility-level debt facilities and other agreements of certain subsidiaries and ~~project-level~~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
~~ASU~~			~~Accounting Standards Updates - updates to the ASC~~
ATM Program			At-The-Market Equity Offering Program
~~Bridge Loan Agreement~~BESS			~~Senior secured bridge credit agreement entered into by Clearway Energy Operating LLC that provided a term loan facility in an aggregate principal amount of $335 million that was repaid on May 3, 2022~~Battery energy storage system
BlackRock			BlackRock, Inc.

CAFD			A non-GAAP measure, Cash Available for Distribution is defined as of March 31, ~~2023~~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
~~Capistrano Wind Portfolio~~			~~Five wind projects representing 413 MW of capacity, which includes Broken Bow and Crofton Bluffs located in Nebraska, Cedro Hill located in Texas and Mountain Wind Power I and II located in Wyoming~~
CEG			Clearway Energy Group LLC (formerly Zephyr Renewables LLC)
CEG Master Services Agreement			Amended and Restated Master Services ~~Agreements entered into~~Agreement, dated as of ~~August 31, 2018 and amended on February 2, 2023 between~~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 ~~the project assets~~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 ~~projects,~~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


~~KKR~~			~~KKR Thor Bidco, LLC, an affiliate of Kohlberg Kravis Roberts & Co. L.P.~~
~~LIBOR~~			~~London Inter-Bank Offered Rate~~

Mesquite Star			Mesquite Star Special LLC

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



~~NOLs~~			~~Net Operating Losses~~

~~NPNS~~			~~Normal Purchases and Normal Sales~~

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

~~PTC~~RA			~~Production Tax Credit~~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

~~Thermal Business~~			The Company’s thermal business, which consists of thermal infrastructure assets that provide steam, hot water and/or chilled water, and in some instances electricity, to commercial businesses, universities, hospitals and governmental units

TotalEnergies			TotalEnergies SE
U.S.			United States of America
Utah Solar Portfolio			Seven utility-scale solar farms located in Utah, representing 530 MW of capacity
Utility Scale Solar			Solar power ~~projects,~~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,
		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
(In millions)	(In millions)		2023		2022		(In millions)	2024	2023
Operating Revenues	Operating Revenues
Total operating revenues	Total operating revenues		$	288	$	214
Total operating revenues
Total operating revenues
Operating Costs and Expenses	Operating Costs and Expenses
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	Cost of operations, exclusive of depreciation, amortization and accretion shown separately below		108		128
Depreciation, amortization and accretion	Depreciation, amortization and accretion		128		124

General and administrative	General and administrative		10		12
General and administrative
General and administrative
Transaction and integration costs	Transaction and integration costs		—		2
Development costs			—		1

Total operating costs and expenses	Total operating costs and expenses		246		267
Total operating costs and expenses
Total operating costs and expenses
Operating (Loss) Income
Other Income (Expense)
Equity in earnings (losses) of unconsolidated affiliates
Equity in earnings (losses) of unconsolidated affiliates
Equity in earnings (losses) of unconsolidated affiliates

Operating Income (Loss)			42		(53)
Other Income (Expense)
Equity in (losses) earnings of unconsolidated affiliates			(3)		4

Other income, net

Other income, net

Other income, net	Other income, net		8		—
Loss on debt extinguishment	Loss on debt extinguishment		—		(2)
Interest expense	Interest expense		(99)		(47)
Total other expense, net	Total other expense, net		(94)		(45)
Net Loss	Net Loss		(52)		(98)
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(30)		(40)
Net Loss Attributable to Clearway Energy LLC	Net Loss Attributable to Clearway Energy LLC		$	(22)	$	(58)

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
(In millions)	(In millions)		2023		2022		(In millions)	2024	2023
Net Loss	Net Loss		$	(52)	$	(98)
Other Comprehensive (Loss) Income
Unrealized (loss) gain on derivatives and changes in accumulated OCI/OCL			(4)		16
Other comprehensive (loss) income			(4)		16
Other Comprehensive Loss
Unrealized loss on derivatives and changes in accumulated OCI
Unrealized loss on derivatives and changes in accumulated OCI
Unrealized loss on derivatives and changes in accumulated OCI
Other comprehensive loss
Comprehensive Loss	Comprehensive Loss		(56)		(82)
Less: Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests	Less: Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests		(31)		(37)
Comprehensive Loss Attributable to Clearway Energy LLC	Comprehensive Loss Attributable to Clearway Energy LLC		$	(25)	$	(45)

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

CONSOLIDATED BALANCE SHEETS


(In millions)	(In millions)	March 31, 2023		December 31, 2022		(In millions)	March 31, 2024	December 31, 2023
ASSETS	ASSETS	(Unaudited)
Current Assets	Current Assets
Current Assets
Current Assets
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	576	$	657

Restricted cash
Restricted cash
Restricted cash	Restricted cash	437		339
Accounts receivable — trade	Accounts receivable — trade	150		153

Inventory	Inventory	49		47
Inventory
Inventory
Derivative instruments	Derivative instruments	27		26

Note receivable — affiliate
Note receivable — affiliate
Note receivable — affiliate
Prepayments and other current assets	Prepayments and other current assets	50		54
Total current assets	Total current assets	1,289		1,276
Property, plant and equipment, net	Property, plant and equipment, net	7,863		7,421
Other Assets	Other Assets
Equity investments in affiliates
Equity investments in affiliates
Equity investments in affiliates	Equity investments in affiliates	346		364
Intangible assets for power purchase agreements, net	Intangible assets for power purchase agreements, net	2,443		2,488
Other intangible assets, net	Other intangible assets, net	75		77
Derivative instruments	Derivative instruments	64		63
Right-of-use assets, net	Right-of-use assets, net	554		527
Other non-current assets	Other non-current assets	115		96
Total other assets	Total other assets	3,597		3,615
Total Assets	Total Assets	$	12,749	$	12,312
LIABILITIES AND MEMBERS’ EQUITY	LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities	Current Liabilities
Current Liabilities
Current Liabilities
Current portion of long-term debt — external
Current portion of long-term debt — external
Current portion of long-term debt — external	Current portion of long-term debt — external	$	366	$	322
Current portion of long-term debt — affiliate	Current portion of long-term debt — affiliate	2		2
Accounts payable — trade	Accounts payable — trade	70		55
Accounts payable — affiliates	Accounts payable — affiliates	53		24
Derivative instruments	Derivative instruments	39		50
Accrued interest expense	Accrued interest expense	36		54

Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	60		95
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities
Total current liabilities	Total current liabilities	626		602
Other Liabilities	Other Liabilities
Long-term debt — external
Long-term debt — external
Long-term debt — external	Long-term debt — external	6,769		6,491
Deferred income taxes	Deferred income taxes	4		4
Derivative instruments	Derivative instruments	296		303
Long-term lease liabilities	Long-term lease liabilities	577		548
Other non-current liabilities	Other non-current liabilities	204		197
Total other liabilities	Total other liabilities	7,850		7,543
Total Liabilities	Total Liabilities	8,476		8,145
Redeemable noncontrolling interest in subsidiaries	Redeemable noncontrolling interest in subsidiaries	9		7
Commitments and Contingencies	Commitments and Contingencies					Commitments and Contingencies
Members’ Equity	Members’ Equity
Contributed capital	Contributed capital	1,279		1,308
Contributed capital
Contributed capital
Retained earnings	Retained earnings	1,142		1,240
Accumulated other comprehensive income	Accumulated other comprehensive income	18		21
Noncontrolling interest	Noncontrolling interest	1,825		1,591
Total Members’ Equity	Total Members’ Equity	4,264		4,160
Total Liabilities and Members’ Equity	Total Liabilities and Members’ Equity	$	12,749	$	12,312

See accompanying notes to consolidated financial statements.

CLEARWAY ENERGY LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
Three months ended March 31,
(In millions) 2023 2022
Cash Flows from Operating Activities
Net Loss $ (52) $ (98)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in losses (earnings) of unconsolidated affiliates 3 (4)
Distributions from unconsolidated affiliates 6 11
Depreciation, amortization and accretion 128 124
Amortization of financing costs and debt discounts 3 4
Amortization of intangibles 47 42
Loss on debt extinguishment — 2
Reduction in carrying amount of right-of-use assets 4 4
Changes in derivative instruments and amortization of accumulated OCI/OCL 3 82
Cash used in changes in other working capital:
Changes in prepaid and accrued liabilities for tolling agreements (39) (44)
Changes in other working capital (28) (30)
Net Cash Provided by Operating Activities 75 93
Cash Flows from Investing Activities
Acquisition of Drop Down Assets, net of cash acquired (7) (51)
Capital expenditures (88) (47)
Return of investment from unconsolidated affiliates 9 3
Other — 3
Net Cash Used in Investing Activities (86) (92)
Cash Flows from Financing Activities
Contributions from noncontrolling interests, net of distributions 214 26
Contributions from (distributions to) CEG, net 59 (3)
Payments of distributions (76) (70)
Distributions to CEG of escrowed amounts — (64)
Proceeds from the revolving credit facility — 80
Payments for the revolving credit facility — (20)
Proceeds from the issuance of long-term debt — external 42 194
Payments of debt issuance costs (7) (4)
Payments for short-term and long-term debt — external (204) (317)
Other — (6)
Net Cash Provided by (Used in) Financing Activities 28 (184)
Reclassification of Cash to Assets Held-for-Sale — (5)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 17 (188)
Cash, Cash Equivalents and Restricted Cash at beginning of period 996 654
Cash, Cash Equivalents and Restricted Cash at end of period $ 1,013 $ 466


	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)	(In millions)	Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Members’ Equity		(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
Balances at December 31, 2023
Net loss	Net loss	—		(22)		—		(33)		(55)
Unrealized loss on derivatives and changes in accumulated OCI		—		—		(3)		(1)		(4)
Unrealized (loss) gain on derivatives and changes in accumulated OCI

Contributions from CEG, net of distributions, cash		30		—		—		—		30
Distributions to CEG, net of contributions, cash
Distributions to CEG, net of contributions, cash
Distributions to CEG, net of contributions, cash
Contributions from noncontrolling interests, net of distributions, cash	Contributions from noncontrolling interests, net of distributions, cash	—		—		—		215		215

Transfers of assets under common control	Transfers of assets under common control	(59)		—		—		53		(6)

Distributions paid to Clearway, Inc.
Distributions paid to Clearway, Inc.
Distributions paid to Clearway, Inc.	Distributions paid to Clearway, Inc.	—		(32)		—		—		(32)
Distributions paid to CEG Class B and Class D unit holders	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
Other
Balances at March 31, 2024

(In millions) Contributed Capital Retained Earnings (Accumulated Deficit) Accumulated
Other
Comprehensive
Loss Noncontrolling Interest Total
Members’ Equity
Balances at December 31, 2021 $ 1,495 $ 43 $ (13) $ 1,692 $ 3,217
Net loss — (58) — (42) (100)
Unrealized gain on derivatives and changes in accumulated OCL — — 13 3 16
Distributions to CEG, net of contributions, cash (3) — — — (3)
Contributions from noncontrolling interests, net of distributions, cash — — — 28 28
Transfers of assets under common control (46) — — 9 (37)
Distributions paid to Clearway, Inc. (40) — — — (40)
Distributions paid to CEG Class B and Class D unit holders (5) (25) — — (30)
Balances at March 31, 2022 $ 1,401 $ (40) $ — $ 1,690 $ 3,051


(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

The Company is one of the largest renewable energy owners in the U.S. with ~~over 5,500~~approximately 6,200 net MW of installed wind, solar and ~~solar generation projects.~~battery energy storage system, or BESS, facilities. The Company’s ~~over 8,000~~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, ~~2023,~~2024, Clearway, Inc. owned ~~57.88%~~57.90% of the economic interests of the Company, with CEG owning ~~42.12%~~42.10% of the economic interests of the Company.

The following table represents a summarized structure of the Company as of March 31, ~~2023:~~2024:

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 ~~2022~~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, ~~2023,~~2024, and results of operations, comprehensive loss and cash flows for the three months ended March 31, ~~2023~~2024 and ~~2022.~~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 ~~project subsidiaries~~subsidiary facilities was ~~$125~~$141 million and ~~$121~~$125 million as of March 31, ~~2023~~2024 and December 31, ~~2022,~~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, 2023		December 31, 2022		March 31, 2024	December 31, 2023
		(In millions)				(In millions)
Cash and cash equivalents	Cash and cash equivalents	$	576	$	657
Restricted cash	Restricted cash	437		339
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	1,013	$	996

Restricted cash consists primarily of funds held to satisfy the requirements of certain debt agreements and funds held within the Company’s ~~projects~~facilities that are restricted in their use. As of March 31, ~~2023,~~2024, these restricted funds were comprised of ~~$143~~$173 million designated to fund operating expenses, ~~$168~~$187 million designated for current debt service payments and ~~$97~~$87 million restricted for reserves including debt service, performance obligations and other reserves as well as capital expenditures. The remaining ~~$29~~$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 as of March 31, 2023 and December 31, 2022:~~net:

March 31, 2023

December 31, 2022

(In millions)

March 31, 2024

December 31, 2023

(In millions)

Property, Plant and Equipment Accumulated Depreciation

3,110

3,024

Intangible Assets Accumulated Amortization

925

877

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, ~~2023:~~2024:

First Quarter ~~2023~~2024

Distributions per Class A, B, C and D unit

~~0.3745~~0.4033

On May ~~3, 2023,~~9, 2024, the Company declared a distribution on its Class A, Class B, Class C and Class D units of ~~$0.3818~~$0.4102 per unit payable on June ~~15, 2023~~17, 2024 to unit holders of record as of June ~~1, 2023.~~

~~Redeemable Noncontrolling Interests~~

To the extent that a third party has the right to redeem their interests for cash or other assets, the Company has included the noncontrolling interest attributable to the third party as a component of temporary equity in the mezzanine section of the consolidated balance sheet. The following table reflects the changes in the Company’s redeemable noncontrolling interest balance for the three months ended March 31, 2023:


	~~(In millions)~~
~~Balance at December 31, 2022~~	$	7
~~Cash distributions to redeemable noncontrolling interests~~	~~(1)~~
~~Comprehensive income attributable to redeemable noncontrolling interests~~	3
~~Balance at March 31, 2023~~	$	9

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, 2023
		Three months ended March 31, 2024
		Three months ended March 31, 2024
		Three months ended March 31, 2024
(In millions)
(In millions)
(In millions)	(In millions)	Conventional Generation		Renewables		Total
Energy revenue (a)	Energy revenue (a)	$	1	$	198	$	199
Energy revenue (a)
Energy revenue (a)
Capacity revenue (a)	Capacity revenue (a)	100		5		105
Capacity revenue (a)
Capacity revenue (a)
Other revenues
Other revenues
Other revenues
Contract amortization	Contract amortization	(6)		(41)		(47)
Other revenues		—		12		12
Contract amortization
Contract amortization
Mark-to-market for economic hedges
Mark-to-market for economic hedges
Mark-to-market for economic hedges	Mark-to-market for economic hedges	—		19		19
Total operating revenues	Total operating revenues	95		193		288
Total operating revenues
Total operating revenues
Less: Mark-to-market for economic hedges
Less: Mark-to-market for economic hedges
Less: Mark-to-market for economic hedges	Less: Mark-to-market for economic hedges	—		(19)		(19)
Less: Lease revenue	Less: Lease revenue	(101)		(156)		(257)
Less: Lease revenue
Less: Lease revenue
Less: Contract amortization
Less: Contract amortization
Less: Contract amortization	Less: Contract amortization	6		41		47
Total revenue from contracts with customers	Total revenue from contracts with customers	$	—	$	59	$	59
Total revenue from contracts with customers
Total revenue from contracts with customers

(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

Three months ended March 31, 2022
(In millions) Conventional Generation Renewables Thermal Total
Energy revenue (a)
$ — $ 195 $ 37 $ 232
Capacity revenue (a)
114 — 14 128
Contract amortization (6) (36) — (42)
Other revenues — 14 8 22
Mark-to-market for economic hedges — (126) — (126)
Total operating revenues 108 47 59 214
Less: Mark-to-market for economic hedges — 126 — 126
Less: Lease revenue (114) (162) (1) (277)
Less: Contract amortization 6 36 — 42
Total revenue from contracts with customers $ — $ 47 $ 58 $ 105

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

(In millions) Conventional Generation Renewables Thermal Total
Energy revenue $ — $ 162 $ 1 $ 163
Capacity revenue 114 — — 114
Total $ 114 $ 162 $ 1 $ 277

Contract Balances

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

March 31, 2023 December 31, 2022
(In millions)
Accounts receivable, net - Contracts with customers $ 40 $ 37
Accounts receivable, net - Leases 110 116
Total accounts receivable, net $ 150 $ 153

~~Recently Adopted Accounting Standards~~

~~In March 2020, the FASB issued ASU No. 2020-4,~~ ~~Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~. The amendments provide for optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. These amendments apply only to contracts that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, which affects certain of the Company’s debt and interest rate swap agreements. The guidance is effective for all entities as of March 20, 2020 through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-6, ~~Deferral of the Sunset Date of Reference Rate Reform~~, to extend the end of the transition period to December 31, 2024. As of March 31, 2023, the Company has amended the majority of the contracts that previously used LIBOR as a reference rate and elected to apply relief to certain modified cash flow interest rate swap and debt agreements. The adoption did not have a material impact on the Company’s financial statements. The Company intends to amend the remaining contracts that use LIBOR as a reference rate no later than June 30, 2023, the LIBOR cessation date.


	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 ~~and Dispositions~~

~~Acquisitions~~

~~Daggett 3~~Cedar Creek Drop Down — — On ~~February 17, 2023,~~April 16, 2024, the Company, through its indirect subsidiary, ~~Daggett Solar Investment~~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 ~~Daggett TargetCo~~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, ~~the indirect owner of the Daggett 3 solar project,~~acquired Texas Solar Nova 2, LLC, a ~~300~~200 MW solar ~~project with matching storage capacity~~facility that is ~~currently under construction,~~ located in ~~San Bernardino, California,~~Kent County, Texas, from Clearway Renew ~~LLC, a subsidiary of CEG,~~ for cash consideration of ~~$21 million. Simultaneously,~~$112 million, $17 million of which was funded by the Company with the remaining $95 million funded through a ~~cash equity investor acquired the Class B membership interests in Daggett TargetCo LLC~~contribution from ~~Clearway Renew LLC for cash consideration of $129 million. The Company and~~ the cash equity investor ~~then contributed their Class A and B membership interests, respectively, into Daggett~~in Lighthouse Renewable Holdco 2 LLC, which is a ~~partnership between the Company and the cash equity investor, which consolidates Daggett TargetCo LLC. Daggett TargetCo~~partnership. Lighthouse Renewable Holdco 2 LLC indirectly consolidates as ~~the indirect owner of the~~ primary beneficiary, TSN1 TE Holdco LLC, a tax equity fund ~~Daggett TE Holdco LLC, which~~that owns the ~~Daggett 3~~Texas Solar Nova 1 and Texas Solar Nova 2 solar ~~project,~~facilities, as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. ~~Daggett 3~~Texas Solar Nova 2 has ~~PPAs~~an 18-year PPA with an investment-grade ~~counterparties~~counterparty that ~~have a 15-year weighted average contract duration that commence when the underlying operating assets reach commercial operations, which is expected to occur for the majority of the operating assets~~commenced in ~~the second quarter of 2023.~~March 2024. The ~~Daggett 3~~Texas Solar Nova 2 operations are reflected in the Company’s Renewables segment and the ~~acquisition~~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 ~~Daggett 3~~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 ~~$21~~$112 million and the historical cost of the Company’s net assets acquired of ~~$15~~$72 million was recorded as an adjustment to ~~CEG’s~~ contributed ~~capital balance.~~capital. In addition, the Company reflected ~~$21~~$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 ~~contributions from~~distributions to CEG, net of ~~distributions~~contributions in the consolidated ~~statement~~statements of members’ equity.

The following is a summary of assets and liabilities transferred in connection with the acquisition as of ~~February 17, 2023:~~March 15, 2024:

(In millions)

~~Daggett 3~~Texas Solar Nova 2

~~Restricted cash~~Cash

141

Property, plant and equipment

~~534~~280

~~Right-of-use-assets,~~Right-of-use assets, net

3121

Derivative assets

276

Other current and non-current assets

Total assets acquired

~~606~~312

Long-term debt (a)

~~480~~194

Long-term lease liabilities

3319

Other current and non-current liabilities~~(b)~~

Total liabilities assumed

~~591~~240

Net assets acquired

1572

(a)Includes ~~a $181~~an $80 million ~~construction loan, $75 million sponsor equity bridge~~term loan and ~~$229~~a $115 million tax equity bridge loan, offset by $5$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.

~~(b)~~ ~~Includes $32 million of project costs that were subsequently funded by CEG and will be repaid with the proceeds expected to be received when the project reaches substantial completion.~~

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

Entities that are not Consolidated

The Company has ~~an interest~~interests in ~~an entity~~entities that isare considered ~~a VIE~~VIEs under ASC 810, but for which it is not considered the primary beneficiary. The Company accounts for its ~~interest~~interests in ~~this entity~~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 ~~2022~~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 ~~as of March 31, 2023~~ is limited to its ~~equity~~ investment ~~in the unconsolidated entities, as further summarized in the table below:~~

Name Economic
Interest Investment Balance
(In millions)
Avenal 50% $ 7
Desert Sunlight 25% 226
Elkhorn Ridge 67% 20
GenConn (a)
50% 80
San Juan Mesa 75% 13
$ 346

balances.

~~(a)~~(b) GenConn ~~is a variable interest entity.~~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 ~~2022~~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 ~~solar~~BESS facilities. The Company also has a controlling financial interest in certain partnership arrangements with third-party investors, which also have ~~also~~ 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 ~~discussion below describes material changes to VIEs~~following is a summary of significant activity during the three months ended March 31, ~~2023.~~2024 related to the Company’s consolidated VIEs:

~~Daggett~~Lighthouse Renewable Holdco 2 LLC —

As described in Note 3, Acquisitions ~~and Dispositions~~, on ~~February 17, 2023, Daggett Solar Investment~~March 15, 2024, TSN1 TE Holdco LLC, an indirect subsidiary of the Company, acquired ~~the Class A membership interests in Daggett TargetCo LLC while a cash equity investor acquired the Class B membership interests.~~Texas Solar Nova 2, LLC. The Company, ~~and the cash equity investor then contributed their Class A and B membership interests, respectively, into Daggett~~through Lighthouse Renewable Holdco 2 LLC, a partnership, consolidates TSN1 TE Holdco LLC, a ~~partnership between~~tax equity fund that owns the ~~Company~~Texas Solar Nova 1 and the cash equity investor, and concurrently, Daggett TargetCo LLC became a wholly-owned subsidiary of Daggett Renewable Holdco LLC. The Company consolidates Daggett Renewable Holdco LLC as a VIE as the Company is the primary beneficiary, through its role as managing member.Texas Solar Nova 2 solar facilities. The Company recorded the noncontrolling interest of the cash equity investor in ~~Daggett~~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, ~~consolidates, as~~ the indirect owner of the ~~primary beneficiary, a tax equity fund,~~ Daggett ~~TE Holdco~~2 solar and BESS facility, agreed to transfer Daggett 2 TargetCo LLC ~~which owns the~~to Daggett ~~3 solar project. The tax equity investor’s interest is shown as noncontrolling interest and the HLBV method is utilized to allocate the income or losses of Daggett TE~~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, ~~2023:~~2024:


(In millions)	(In millions)	Alta TE Holdco LLC		Buckthorn Renewables, LLC		DGPV Funds (a)		Daggett Renewable Holdco LLC (b)		Langford TE Partnership LLC		Lighthouse Renewable Holdco LLC (c)		(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	Other current and non-current assets	$	55	$	3	$	73	$	147	$	13	$	122
Property, plant and equipment	Property, plant and equipment	296		192		516		559		121		823
Intangible assets	Intangible assets	196		—		14		—		2		—
Total assets	Total assets	547		195		603		706		136		945
Current and non-current liabilities	Current and non-current liabilities	38		11		65		493		54		305
Total liabilities	Total liabilities	38		11		65		493		54		305
Noncontrolling interest	Noncontrolling interest	38		26		18		231		65		513
Net assets less noncontrolling interest	Net assets less noncontrolling interest	$	471	$	158	$	520	$	(18)	$	17	$	127

(a) DGPV Funds is comprised of Clearway & EFS Distributed Solar ~~LLC, DGPV Fund 4~~ 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 ~~is a~~are consolidated ~~VIE.~~VIEs.

(c) Lighthouse Renewable Holdco LLC consolidates ~~Mesquite Star Tax Equity Holdco LLC,~~ Black Rock TE Holdco LLC ~~Mililani TE Holdco LLC~~ and ~~Waiawa~~Mililani TE Holdco LLC, which are consolidated VIEs.

(In millions)
Lighthouse Renewable Holdco 2 LLC(a)
Oahu Solar LLC Pinnacle Repowering TE Holdco LLC Rattlesnake TE Holdco LLC Rosie TargetCo LLC Wildorado TE Holdco LLC
Other (b)
Other current and non-current assets $ 44 $ 39 $ 7 $ 15 $ 35 $ 25 $ 16
Property, plant and equipment 357 162 101 182 236 205 151
Intangible assets — — 16 — — — 1
Total assets 401 201 124 197 271 230 168
Current and non-current liabilities 132 22 5 17 98 21 74
Total liabilities 132 22 5 17 98 21 74
Noncontrolling interest 233 26 42 87 127 109 68
Net assets less noncontrolling interest $ 36 $ 153 $ 77 $ 93 $ 46 $ 100 $ 26

~~(a)~~(d) Lighthouse Renewable Holdco 2 LLC consolidates Mesquite Sky TE Holdco LLC, Mesquite Star Tax Equity Holdco LLC and TSN1 TE Holdco LLC, which isare 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.~~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 ~~TE Holdco LLC.~~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 ~~amounts~~amount and estimated fair ~~values~~value of the Company’s recorded financial ~~instruments~~instrument not carried at fair market value or that dodoes not approximate fair value ~~are~~is as follows:

As of March 31, 2023

As of December 31, 2022

Carrying Amount

Fair Value

Carrying Amount

Fair Value

(In millions)

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

Long-term debt, including current portion — external (a)

7,197

6,760

6,874

6,288

(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, 2023 As of December 31, 2022
Level 2 Level 3 Level 2 Level 3
(In millions)
Long-term debt, including current portion $ 1,904 $ 4,858 $ 1,836 $ 4,454


	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 ~~sheet.~~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, 2023				As of December 31, 2022
			Fair Value (a)				Fair Value (a)
			As of March 31, 2024
			As of March 31, 2024
			As of March 31, 2024									As of December 31, 2023
		Fair Value (a)											Fair Value (a)	Fair Value (a)
(In millions)	(In millions)		Level 2		Level 3			Level 2		Level 3
Derivative assets:	Derivative assets:

Derivative assets:
Derivative assets:
Energy-related commodity contracts (c)
Energy-related commodity contracts (c)
Energy-related commodity contracts (c)
Interest rate contracts	Interest rate contracts		$	91	$	—		$	89	$	—
Other financial instruments (b)			—		18			—		17
Interest rate contracts
Interest rate contracts
Other financial instruments (d)
Other financial instruments (d)
Other financial instruments (d)
Total assets
Total assets
Total assets	Total assets		$	91	$	18		$	89	$	17
Derivative liabilities:	Derivative liabilities:
Commodity contracts			$	—	$	334		$	—	$	353
Derivative liabilities:
Derivative liabilities:
Energy-related commodity contracts (e)
Energy-related commodity contracts (e)
Energy-related commodity contracts (e)
Interest rate contracts
Interest rate contracts
Interest rate contracts	Interest rate contracts		1		—			—		—
Total liabilities	Total liabilities		$	1	$	334		$	—	$	353
Total liabilities
Total liabilities

(a)There were no derivative assets ~~classified as Level 1~~ or ~~Level 3 and no~~ liabilities classified as Level 1 as of March 31, ~~2023~~2024 and December 31, ~~2022.~~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,
				2023			2022
		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
			2024										2024	2023
(In millions)	(In millions)	Fair Value Measurement Using Significant Unobservable Inputs (Level 3)				(In millions)				Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
Beginning balance	Beginning balance			$	(336)		$	(154)
Settlements	Settlements			4			6

Additions due to loss of NPNS exception				—			(21)
Total gains (losses) for the period included in earnings				16			(111)

Total (losses) gains for the period included in earnings

Total (losses) gains for the period included in earnings

Total (losses) gains for the period included in earnings
Ending balance	Ending balance			$	(316)		$	(280)
Change in unrealized gains included in earnings for derivatives and other financial instruments held as of March 31, 2023				$	16
Change in unrealized losses included in earnings for derivatives and other financial instruments held as of March 31, 2024									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, ~~2023,~~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, 2023

Fair Value

Input/Range

Assets

Liabilities

Valuation Technique

Significant Unobservable Input

Low

High

Weighted Average

(In millions)

Commodity Contracts

—

(334)

Discounted Cash Flow

Forward Market Price (per MWh)

20.81

80.18

39.87

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

Heat Rate Call Option Commodity Contracts

Option Model

Other Financial Instruments

—

Discounted Cash Flow

Forecast annual generation levels of certain DG solar facilities

58,539 MWh

117,078 MWh

112,897 MWh

Other Financial Instruments

—

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, ~~2023:~~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, ~~2023,~~2024, the non-performance reserve was a ~~$35~~$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 ~~2022~~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'~~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 ~~2022~~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, ~~2023,~~2024, the Company had interest rate derivative instruments on non-recourse debt extending through ~~2031,~~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 ~~Commodities~~Commodity Contracts

As of March 31, ~~2023,~~2024, the Company had energy-related derivative instruments extending through 2033. At March 31, ~~2023,~~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, 2023

December 31, 2022

Total Volume

March 31, 2024

December 31, 2023

Commodity

Units

(In millions)

Commodity

Units

(In millions)

Power

MWh

(17)

(18)

Natural Gas

Interest

Dollars

1,678

1,084

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, 2023 December 31, 2022 March 31, 2023 December 31, 2022
(In millions)
Derivatives Designated as Cash Flow Hedges:
Interest rate contracts current $ 6 $ 7 $ — $ —
Interest rate contracts long-term 14 18 — —
Total Derivatives Designated as Cash Flow Hedges $ 20 $ 25 $ — $ —
Derivatives Not Designated as Cash Flow Hedges:
Interest rate contracts current $ 21 $ 19 $ — $ —
Interest rate contracts long-term 50 45 1 —
Commodity contracts current — — 39 50
Commodity contracts long-term — — 295 303
Total Derivatives Not Designated as Cash Flow Hedges $ 71 $ 64 $ 335 $ 353
Total Derivatives $ 91 $ 89 $ 335 $ 353


	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, ~~2023~~2024 and December 31, ~~2022,~~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, 2023		Gross Amounts of Recognized Assets/Liabilities		Derivative Instruments		Net Amount
Commodity contracts		(In millions)

	Gross Amounts Not Offset in the Statement of Financial Position										Gross Amounts Not Offset in the Statement of Financial Position
As of March 31, 2024								As of March 31, 2024	Gross Amounts of Recognized Assets/Liabilities	Derivative Instruments		Net Amount
Energy-related commodity contracts								Energy-related commodity contracts	(In millions)
Derivative assets
Derivative liabilities	Derivative liabilities	$	(334)	$	—	$	(334)
Total commodity contracts		$	(334)	$	—	$	(334)
Total energy-related commodity contracts
Interest rate contracts	Interest rate contracts
Derivative assets	Derivative assets	$	91	$	(1)	$	90
Derivative liabilities		(1)		1		—
Derivative assets
Derivative assets

Total interest rate contracts
Total interest rate contracts
Total interest rate contracts	Total interest rate contracts	$	90	$	—	$	90
Total derivative instruments	Total derivative instruments	$	(244)	$	—	$	(244)

Gross Amounts Not Offset in the Statement of Financial Position
As of December 31, 2022 Gross Amounts of Recognized Assets/Liabilities Derivative Instruments Net Amount
Commodity contracts (In millions)
Derivative liabilities $ (353) $ — $ (353)
Total commodity contracts $ (353) $ — $ (353)
Interest rate contracts
Derivative assets $ 89 $ — $ 89
Total interest rate contracts $ 89 $ — $ 89
Total derivative instruments $ (264) $ — $ (264)


	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 ~~(Loss)~~

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


		Three months ended March 31,
						2023		2022
				(In millions)
Accumulated OCI (OCL) beginning balance						$	27	$	(13)
Reclassified from accumulated OCI (OCL) to income due to realization of previously deferred amounts						—		3
		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
					2024								2024		2023
			(In millions)											(In millions)
Accumulated OCI beginning balance
Reclassified from accumulated OCI to income due to realization of previously deferred amounts
Mark-to-market of cash flow hedge accounting contracts	Mark-to-market of cash flow hedge accounting contracts					(4)		13
Accumulated OCI (OCL) ending balance						23		3
Accumulated OCI ending balance
Accumulated OCI attributable to noncontrolling interests	Accumulated OCI attributable to noncontrolling interests					5		3
Accumulated OCI attributable to Clearway Energy LLC	Accumulated OCI attributable to Clearway Energy LLC					$	18	$	—
Gains expected to be realized from OCI during the next 12 months	Gains expected to be realized from OCI during the next 12 months					$	5			Gains expected to be realized from OCI during the next 12 months	$	6

Amounts reclassified from accumulated OCI ~~(OCL)~~ 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,
						2023		2022
				(In millions)
		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
					2024					2024		2023
			(In millions)								(In millions)
Interest Rate Contracts (Interest expense)	Interest Rate Contracts (Interest expense)					$	(21)	$	41
Commodity Contracts (Mark-to-market for economic hedging activities) (a)						18		(125)
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities) (a)
Energy-Related Commodity Contracts (Mark-to-market for economic hedging activities included in Cost of operations) (b)

(a)Relates to long-term energy related commodity contracts at Elbow Creek, Mesquite Star, Mt. Storm, Langford and Mesquite ~~Sky. During the three months ended March 31, 2022, the~~Sky and short-term heat rate call option energy-related commodity ~~contract for Langford, which previously met the NPNS exception, no longer qualified for NPNS treatment~~contracts at El Segundo, Marsh Landing and ~~accordingly, is accounted for as a derivative~~Walnut Creek.

(b) Relates to long-term backbone transportation service energy-related commodity contracts at El Segundo and ~~marked to fair value through operating revenues.~~Walnut Creek.

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

2322

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 ~~2022~~2023 Form 10-K. The Company’s borrowings, including short-term and long-term portions, consisted of the following:


(In millions, except rates)	(In millions, except rates)	March 31, 2023		December 31, 2022		March 31, 2023 interest rate % (a) (b)	Letters of Credit Outstanding at March 31, 2023		(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.	Intercompany Note with Clearway, Inc.	$	2	$	2	4.500

2028 Senior Notes	2028 Senior Notes	850		850		4.750

2028 Senior Notes

2028 Senior Notes
2031 Senior Notes
2031 Senior Notes
2031 Senior Notes	2031 Senior Notes	925		925		3.750
2032 Senior Notes	2032 Senior Notes	350		350		3.750
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2028 (c)		—		—		S+1.850	$	139
2032 Senior Notes
2032 Senior Notes
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2028 (b)
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2028 (b)
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2028 (b)

Non-recourse project-level debt:
Non-recourse facility-level debt:
Non-recourse facility-level debt:
Non-recourse facility-level debt:
Agua Caliente Solar LLC, due 2037
Agua Caliente Solar LLC, due 2037
Agua Caliente Solar LLC, due 2037	Agua Caliente Solar LLC, due 2037	645		649		2.395-3.633	45
Alta Wind Asset Management LLC, due 2031	Alta Wind Asset Management LLC, due 2031	12		12		L+2.625	—
Alta Wind I-V lease financing arrangements, due 2034 and 2035	Alta Wind I-V lease financing arrangements, due 2034 and 2035	709		709		5.696-7.015	23
Alta Wind Realty Investments LLC, due 2031	Alta Wind Realty Investments LLC, due 2031	21		22		7.000	—
Borrego, due 2024 and 2038	Borrego, due 2024 and 2038	51		51		Various	—
Broken Bow, due 2031
Buckthorn Solar, due 2025	Buckthorn Solar, due 2025	119		119		L+1.750	20
Capistrano Wind Portfolio, due 2029 and 2031		152		156		S+2.100-S+2.150	33
Carlsbad Energy Holdings LLC, due 2027	Carlsbad Energy Holdings LLC, due 2027	114		115		L+1.750	77
Carlsbad Energy Holdings LLC, due 2038	Carlsbad Energy Holdings LLC, due 2038	407		407		4.120	—
Carlsbad Holdco, LLC, due 2038	Carlsbad Holdco, LLC, due 2038	197		197		4.210	5
Cedro Hill, due 2024 and 2029
Crofton Bluffs, due 2031
CVSR, due 2037	CVSR, due 2037	612		627		2.339-3.775	—
CVSR Holdco Notes, due 2037	CVSR Holdco Notes, due 2037	151		160		4.680	13
Daggett 3, due 2023 and 2028		446		—		S+1.262	35
Daggett 2, due 2028
Daggett 3, due 2028
DG-CS Master Borrower LLC, due 2040	DG-CS Master Borrower LLC, due 2040	406		413		3.510	30

Marsh Landing, due 2023		6		19		L+2.375	31
Mililani I, due 2027		47		47		L+1.500	6
NIMH Solar, due 2024		161		163		S+2.150	12
Oahu Solar Holdings LLC, due 2026		83		83		L+1.375	10

Rosie Class B LLC, due 2027		76		76		L+1.750	17

Mililani Class B Member Holdco LLC, due 2028

Mililani Class B Member Holdco LLC, due 2028

Mililani Class B Member Holdco LLC, due 2028
NIMH Solar, due 2024
Oahu Solar Holdings LLC, due 2026

Rosie Class B LLC, due 2024 and 2029
Rosie Class B LLC, due 2024 and 2029
Rosie Class B LLC, due 2024 and 2029
Texas Solar Nova 1, due 2028 (c)
TSN1 Class B Member LLC, due 2029 (c)
Utah Solar Holdings, due 2036	Utah Solar Holdings, due 2036	257		257		3.590	9
Viento Funding II, LLC, due 2029	Viento Funding II, LLC, due 2029	182		184		S+1.475	25
Waiawa, due 2028		47		97		S+1.600	12
Walnut Creek, due 2023		8		19		L+1.875	63
WCEP Holdings, LLC, due 2023		25		26		L+3.000	—
Victory Pass and Arica, due 2024

Other	Other	135		137		Various	252
Subtotal non-recourse project-level debt		5,069		4,745

Other

Other
Subtotal non-recourse facility-level debt
Total debt
Total debt
Total debt	Total debt	7,196		6,872
Less current maturities	Less current maturities	(368)		(324)
Less current maturities
Less current maturities
Less net debt issuance costs
Less net debt issuance costs
Less net debt issuance costs	Less net debt issuance costs	(62)		(61)
Add premiums (d)	Add premiums (d)	3		4
Add premiums (d)
Add premiums (d)
Total long-term debt	Total long-term debt	$	6,769	$	6,491
Total long-term debt
Total long-term debt

(a) As of March 31, ~~2023, L+ equals 3 month LIBOR plus x%, except Marsh Landing, due 2023 and Walnut Creek, due 2023, where L+ equals 1 month LIBOR plus x%.~~

~~(b)~~2024, S+ equals SOFR plus x%.

~~(c)~~(b) Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement.

(c) On March 15, 2024, Texas Solar Nova 1’s financing agreement was amended to merge the facility-level debt of Texas Solar Nova 1 and Texas Solar Nova 2 as a combined term loan under TSN1 Class B Member LLC.

(d) Premiums relate to the 2028 Senior Notes.

The financing arrangements listed above contain certain covenants, including financial covenants that the Company is required to be in compliance with during the term of the respective arrangement. As of March 31, ~~2023,~~2024, the Company was in compliance with all of the required covenants.

2423

The discussion below describes material changes to or additions of long-term debt for the three months ended March 31, ~~2023.~~2024.

Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility

On March 15, 2023, Clearway Energy Operating LLC refinanced the Amended and Restated Credit Agreement, which (i) replaced LIBOR with SOFR plus a credit spread adjustment of 0.10% as the applicable reference rate, (ii) increased the available revolving commitments to an aggregate principal amount of $700 million, (iii) extended the maturity date to March 15, 2028, (iv) increased the letter of credit sublimit to $594 million and (v) implemented certain other technical modifications.

As of March 31, ~~2023,~~2024, the Company had no outstanding borrowings under the revolving credit facility and ~~$139~~$228 million in letters of credit outstanding.

~~Project-level~~Facility-level Debt

~~Waiawa~~Victory Pass and Arica

On ~~March 30, 2023,~~May 1, 2024, when the ~~Waiawa~~Victory Pass and Arica solar ~~project~~and BESS facilities reached substantial completion, the Company paid $165 million to Clearway Renew as an additional purchase price, in connection with the Company’s acquisition of the Class A membership interests in VP-Arica TargetCo LLC on October 31, 2023, which was funded with existing sources of liquidity. During the three months ended March 31, 2024, the Company borrowed an additional $62 million in tax equity bridge loans. Also on May 1, 2024, the cash equity investor contributed an additional $347 million, the tax equity investor contributed an additional ~~$41~~$410 million and CEG contributed ~~an additional $8~~$52 million, which ~~was~~were utilized, along with the ~~$17~~$103 million in escrow, to repay the ~~$55~~$351 million cash equity bridge loan, to repay the $468 million tax equity bridge loan, to fund ~~$10~~$75 million in construction completion reserves and to pay $1$18 million in associated fees. Subsequent to the Waiawa acquisition on October 3, 2022, the Company borrowed an additional $25 million in construction loans that was converted to a term loan in the amount of $47 million on March 30, 2023.

~~Daggett 3~~Texas Solar Nova 1 and Texas Solar Nova 2

On ~~February 17, 2023,~~March 15, 2024, as part of the acquisition of ~~Daggett 3,~~Texas Solar Nova 2, as further described in Note 3, Acquisitions ~~and Dispositions~~, the Company assumed the ~~project’s~~facility’s financing agreement, which included ~~a $181~~an $80 million ~~construction loan that converts to a~~ term loan ~~upon the project reaching substantial completion, $229~~and a $115 million tax equity bridge loan, ~~and $75~~offset by $1 million ~~sponsor equity bridge loan. The sponsor equity bridge loan was repaid at~~in unamortized debt issuance costs. At acquisition date, the tax equity investor contributed $130 million, which was utilized, along with $8$9 million ~~in associated fees, utilizing all~~ of the ~~proceeds from the Company and cash equity investor, which were~~Company’s purchase price that was contributed back by CEG, to repay the ~~Company by CEG. The~~$115 million tax equity bridge loan, ~~will be repaid with the final proceeds received from the tax equity investor upon Daggett 3 reaching substantial completion, which is expected~~ to occur in the second half of 2023, along with the $62 million that was contributed into escrow by the tax equity investor at acquisition date. Subsequent to the Daggett 3 acquisition, the Company borrowed an additional $36fund $19 million in construction ~~loans.~~completion reserves, which is included in restricted cash on the Company’s consolidated balance sheet, and to pay $4 million in associated fees.

Additionally, on March 15, 2024, Texas Solar Nova 1’s financing agreement was amended to merge the Texas Solar Nova 1 and Texas Solar Nova 2 term loans as a combined term loan under TSN1 Class B Member LLC that matures on March 15, 2029.

Note 8 — Segment Reporting

The Company’s segment structure reflects how management currently operates and allocates resources. The Company’s businesses are segregated based on conventional power generation and renewable businesses, which consist of solar, wind and battery energy storage system, or BESS, facilities. The Corporate segment reflects the Company’s corporate costs and includes eliminating entries. The Company’s chief operating decision maker, its Chief Executive Officer, evaluates the performance of

its segments based on operational measures including adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, and CAFD, as well as net income (loss).


		Three months ended March 31, 2023
	Three months ended March 31, 2024													Three months ended March 31, 2024
(In millions)	(In millions)	Conventional Generation		Renewables		Corporate (a)		Total		(In millions)	Conventional Generation	Renewables	Corporate (a)		Total
Operating revenues	Operating revenues	$	95	$	193	$	—	$	288
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	29		79		—		108
Depreciation, amortization and accretion	Depreciation, amortization and accretion	33		95		—		128

General and administrative	General and administrative	—		—		10		10

General and administrative
General and administrative
Transaction and integration costs

Operating income (loss)	Operating income (loss)	33		19		(10)		42
Equity in earnings (losses) of unconsolidated affiliates		1		(4)		—		(3)

Operating income (loss)

Operating income (loss)
Equity in earnings of unconsolidated affiliates

Other income, net	Other income, net	1		1		6		8

Other income, net
Other income, net
Loss on debt extinguishment
Interest expense	Interest expense	(11)		(64)		(24)		(99)
Net Income (Loss)	Net Income (Loss)	$	24	$	(48)	$	(28)	$	(52)
Total Assets	Total Assets	$	2,203	$	10,055	$	491	$	12,749

~~(a)~~(a) Includes eliminations.


		Three months ended March 31, 2022
	Three months ended March 31, 2023															Three months ended March 31, 2023
(In millions)	(In millions)	Conventional Generation		Renewables		Thermal		Corporate (a)		Total		(In millions)	Conventional Generation	Renewables	Corporate (a)		Total
Operating revenues	Operating revenues	$	108	$	47	$	59	$	—	$	214

Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	21		68		39		—		128
Depreciation, amortization and accretion	Depreciation, amortization and accretion	33		91		—		—		124

General and administrative	General and administrative	—		—		1		11		12

Transaction and integration costs		—		—		—		2		2
Development costs		—		—		1		—		1
Operating income (loss)		54		(112)		18		(13)		(53)
Equity in earnings of unconsolidated affiliates		1		3		—		—		4
General and administrative
General and administrative

Loss on debt extinguishment		—		(2)		—		—		(2)
Operating income (loss)

Operating income (loss)

Operating income (loss)

Equity in earnings (losses) of unconsolidated affiliates
Equity in earnings (losses) of unconsolidated affiliates
Equity in earnings (losses) of unconsolidated affiliates

Other income, net
Other income, net
Other income, net

Interest expense
Interest expense
Interest expense	Interest expense	(8)		(8)		(5)		(26)		(47)
Net Income (Loss)	Net Income (Loss)	$	47	$	(119)	$	13	$	(39)	$	(98)

~~(a)~~(a) Includes eliminations.

Note 9 — Related Party Transactions

In addition to the transactions and relationships described elsewhere in the notes to the consolidated financial statements, certain subsidiaries of CEG provide services to the Company and its ~~project entities.~~subsidiaries. Amounts due to CEG subsidiaries are recorded as accounts payable — affiliates and amounts due to the Company from CEG subsidiaries are recorded as accounts receivable — affiliates in the Company’s consolidated balance sheets. The disclosures below summarize the Company’s material related party transactions with CEG and its subsidiaries that are included in the Company’s operating costs.

O&M Services Agreements by and between the Company and Clearway Renewable Operation & Maintenance LLC

Various wholly-owned subsidiaries of the Company in the Renewables segment are party to services agreements with Clearway Renewable Operation & Maintenance LLC, or RENOM, a wholly-owned subsidiary of CEG, which provides operation and maintenance, or O&M, services to these subsidiaries. The Company incurred total expenses for these services of ~~$17~~$19 million and ~~$15~~$17 million for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively. There was a balance of ~~$11~~$10 million and ~~$14~~$13 million due to RENOM as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively.

Administrative Services Agreements by and between the Company and CEG

Various wholly-owned subsidiaries of the Company are parties to services agreements with Clearway Asset Services LLC and Solar Asset Management LLC, two wholly-owned subsidiaries of CEG, which provide various administrative services to the Company's subsidiaries. The Company incurred expenses under these agreements of $4$6 million and $3$4 million for the three months ended March 31, ~~2023~~2024, and ~~2022,~~2023, respectively. There was a balance of ~~$1 million and $3~~$2 million due to CEG asfor each of the periods ended March 31, ~~2023~~2024 and December 31, ~~2022, respectively.~~2023.

CEG Master Services ~~Agreements~~Agreement

The Company is a party to the CEG Master Services ~~Agreements with CEG, or MSAs,~~Agreement, pursuant to which CEG and certain of its affiliates or third-party service providers provide certain services to the Company, including operational and administrative services, which include human resources, information systems, cybersecurity, external affairs, accounting, procurement and risk management services, and the Company provides certain services to CEG, including accounting, internal audit, tax and treasury services, in exchange for the payment of fees in respect of such services. The Company incurred net expenses under these agreements of $1 million ~~under these agreements~~ for each of the three months ended March 31, ~~2023~~2024 and ~~2022.~~2023.

On April 30, 2024, the CEG Master Services Agreement was amended and restated as a result of a reorganization effected by the Company pursuant to which all of the employees and operations of the Company will transfer to CEG as of January 1, 2025. Under the amended and restated agreement, CEG and certain of its affiliates or third-party service providers will continue to provide the operational and administrative services outlined above, and, effective January 1, 2025, CEG will also provide accounting, internal audit, tax, legal and treasury services, in exchange for payment of fees in respect of such services. Certain independent functions will be directed by the Company’s Governance, Conflicts and Nominating Committee and paid for by the Company, while being administered by CEG.

2726

~~Note 10 —~~ ~~Contingencies~~

~~This note should be read in conjunction with the complete description under Item 15 — Note 14,~~ ~~Commitments and Contingencies, to the consolidated financial statements included in the Company’s 2022 Form 10-K.~~

The Company’s material legal proceeding is described below. The Company believes that it has a valid defense to this legal proceeding and intends to defend it vigorously. The Company records reserves for estimated losses from contingencies when information available indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. As applicable, the Company has established an adequate reserve for the matter discussed below. In addition, legal costs are expensed as incurred. Management assesses such matters based on current information and makes a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought, and the probability of success. The Company is unable to predict the outcome of the legal proceeding below or reasonably estimate the scope or amount of any associated costs and potential liabilities. As additional information becomes available, management adjusts its assessment and estimate of such contingency accordingly. Because litigation is subject to inherent uncertainties and unfavorable rulings or developments, it is possible that the ultimate resolution of the Company’s liabilities and contingencies could be at amounts that are different from its currently recorded reserves and that such difference could be material.

In addition to the legal proceeding noted below, the Company and its subsidiaries are party to other litigation or legal proceedings arising in the ordinary course of business. In management’s opinion, the disposition of these ordinary course matters will not materially adversely affect the Company’s consolidated financial position, results of operations, or cash flows.

~~Buckthorn Solar Litigation~~

On October 8, 2019, the City of Georgetown, Texas, or Georgetown, filed a petition in the District Court of Williamson County, Texas naming Buckthorn Westex, LLC, the Company’s subsidiary that owns the Buckthorn Westex solar project, as the defendant, alleging fraud by nondisclosure and breach of contract in connection with the project and the PPA, and seeking (i) rescission and/or cancellation of the PPA, (ii) declaratory judgment that the alleged breaches constitute an event of default under the PPA entitling Georgetown to terminate, and (iii) recovery of all damages, costs of court, and attorneys’ fees. On November 15, 2019, Buckthorn Westex filed an original answer and counterclaims (i) denying Georgetown’s claims, (ii) alleging Georgetown has breached its contracts with Buckthorn Westex by failing to pay amounts due, and (iii) seeking relief in the form of (x) declaratory judgment that Georgetown’s alleged failure to pay amounts due constitute breaches of and an event of default under the PPA and that Buckthorn did not commit any events of default under the PPA, (y) recovery of costs, expenses, interest, and attorneys’ fees, and (z) such other relief to which it is entitled at law or in equity. In response to motions for partial summary judgment filed by each party, the court denied Georgetown’s motion in its entirety, granted Buckthorn Westex’s motion with respect to the fraud by nondisclosure claim and denied Buckthorn Westex’s motion with respect to the breach of contract claim. The case is expected to proceed to trial in October 2023. Buckthorn Westex believes the allegations of Georgetown are meritless, and Buckthorn Westex is vigorously defending its rights under the PPA.

ITEM 2 — Management’s Discussion and Analysis of Financial Condition and the Results of Operations

The following discussion analyzes the Company’s historical financial condition and results of operations.

As you read this discussion and analysis, refer to the Company’s consolidated financial statements to this Form 10-Q, which present the results of operations for the three months ended March 31, ~~2023~~2024 and ~~2022.~~2023. Also refer to the Company’s ~~2022~~2023 Form 10-K, which includes detailed discussions of various items impacting the Company’s business, results of operations and financial condition.

The discussion and analysis below has been organized as follows:

•Executive Summary, including a description of the business and significant events that are important to understanding the results of operations and financial condition;

•Results of operations, including an explanation of significant differences between the periods in the specific line items of the consolidated statements of ~~income;~~operations;

•Financial condition addressing liquidity position, sources and uses of cash, capital resources and requirements, commitments and off-balance sheet arrangements;

•Known trends that may affect the Company’s results of operations and financial condition in the future; and

•Critical accounting policies which are most important to both the portrayal of the Company’s financial condition and results of operations, and which require management's most difficult, subjective or complex judgment.

2927

Executive Summary

Introduction and Overview

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. On January 12, 2024, BlackRock entered into a definitive agreement to acquire 100% of the business and assets of GIM, which is the investment manager of the GIP funds that own an interest in CEG. BlackRock has indicated that the transaction is expected to close in the third quarter of 2024, subject to regulatory approvals and other customary closing conditions. BlackRock is a publicly-traded global investment management firm.

As of March 31, ~~2023,~~2024, the Company’s operating assets are comprised of the following ~~projects:~~facilities:


Projects		Percentage Ownership		Net Capacity (MW) (a)	Counterparty	Expiration
Facilities
Facilities
Facilities
Conventional
Conventional
Conventional	Conventional
Carlsbad	Carlsbad	100	%	527	San Diego Gas & Electric	2038
Carlsbad
Carlsbad
El Segundo
El Segundo
El Segundo	El Segundo	100	%	550	SCE	2023 - 2026
GenConn Devon	GenConn Devon	50	%	95	Connecticut Light & Power	2040
GenConn Devon
GenConn Devon
GenConn Middletown
GenConn Middletown
GenConn Middletown	GenConn Middletown	50	%	95	Connecticut Light & Power	2041
Marsh Landing	Marsh Landing	100	%	720	Various	2023 - 2030
Marsh Landing
Marsh Landing
Walnut Creek
Walnut Creek
Walnut Creek	Walnut Creek	100	%	485	SCE	2023 - 2026
Total Conventional	Total Conventional			2,472
Total Conventional
Total Conventional
Utility Scale Solar
Utility Scale Solar
Utility Scale Solar	Utility Scale Solar
Agua Caliente	Agua Caliente	51	%	148	PG&E	2039
Agua Caliente
Agua Caliente
Alpine	Alpine	100	%	66	PG&E	2033
Alpine
Alpine
Arica (b)
Arica (b)
Arica (b)
Avenal
Avenal
Avenal	Avenal	50	%	23	PG&E	2031
Avra Valley	Avra Valley	100	%	27	Tucson Electric Power	2032
Avra Valley
Avra Valley
Blythe
Blythe
Blythe	Blythe	100	%	21	SCE	2029
Borrego	Borrego	100	%	26	San Diego Gas and Electric	2038
Borrego
Borrego
Buckthorn Solar (b)
Buckthorn Solar (b)
Buckthorn Solar (b)	Buckthorn Solar (b)	100	%	150	City of Georgetown, TX	2043
CVSR	CVSR	100	%	250	PG&E	2038
CVSR
CVSR
Daggett 2 (b)
Daggett 2 (b)
Daggett 2 (b)
Daggett 3 (b)
Daggett 3 (b)
Daggett 3 (b)
Desert Sunlight 250
Desert Sunlight 250
Desert Sunlight 250	Desert Sunlight 250	25	%	63	SCE	2034
Desert Sunlight 300	Desert Sunlight 300	25	%	75	PG&E	2039
Desert Sunlight 300
Desert Sunlight 300
Kansas South	Kansas South	100	%	20	PG&E	2033
Mililani I (b) (c)		50	%	20	Hawaiian Electric Company	2042
Oahu Solar Projects (b)		100	%	61	Hawaiian Electric Company	2041
Kansas South
Kansas South
Mililani I (b)
Mililani I (b)
Mililani I (b)
Oahu Solar (b)
Oahu Solar (b)
Oahu Solar (b)
Roadrunner
Roadrunner
Roadrunner	Roadrunner	100	%	20	El Paso Electric	2031
Rosamond Central (b)	Rosamond Central (b)	50	%	96	Various	2035 - 2047
Rosamond Central (b)
Rosamond Central (b)
TA High Desert	TA High Desert	100	%	20	SCE	2033
Utah Solar Portfolio		100	%	530	PacifiCorp	2036
Waiawa (b) (c)		50	%	36	Hawaiian Electric Company	2043
Total Utility Scale Solar (d)				1,652
Distributed Solar
DGPV Fund Projects (b)		100	%	286	Various	2030 - 2044
Solar Power Partners (SPP) Projects		100	%	25	Various	2026 - 2037
Other DG Projects		100	%	21	Various	2023 - 2039
Total Distributed Solar (d)				332

TA High Desert
TA High Desert

3028

Projects

Percentage Ownership

Net Capacity (MW) (a)

Counterparty

Expiration

Facilities

Texas Solar Nova 1 (b)

Texas Solar Nova 2 (b)

Utah Solar Portfolio

Victory Pass (b)

Waiawa (b)

Total Utility Scale Solar

BESS

Daggett 2 (b)

Daggett 3 (b)

Mililani I (b)

Victory Pass (b)

Waiawa (b)

Total BESS

Distributed Solar

DGPV Funds (b)

Solar Power Partners (SPP)

Other DG Facilities

Total Distributed Solar

Wind

Alta I

100

150

SCE

2035

Alta I

Alta II

100

150

SCE

2035

Alta III

100

150

SCE

2035

Alta III

Alta IV

100

102

SCE

2035

Alta V

100

168

SCE

2035

Alta X (b)

100

137

SCE

2038

Alta XI (b)

100

SCE

2038

Alta V

Alta X

Alta XI

Black Rock (b)

Toyota and AEP

2036

Black Rock (b)

Broken Bow

Buffalo Bear

100

Western Farmers Electric Co-operative

2033

Capistrano Wind Portfolio

100

413

Various

2030 - 2033

Buffalo Bear

Cedro Hill

Crofton Bluffs

Elbow Creek (b)

100

122

Various

2029

Elkhorn Ridge

66.7

Nebraska Public Power District

2029

Elkhorn Ridge

Forward

100

Constellation NewEnergy, Inc.

2025

Goat Wind

100

150

Dow Pipeline Company

2025

Goat Wind

Langford (b)

100

160

Goldman Sachs

2033

Laredo Ridge

100

Nebraska Public Power District

2031

Laredo Ridge

Lookout

100

Southern Maryland Electric Cooperative

2030

Mesquite Sky (b)

170

Various

2033 - 2036

Mesquite Star (b)

210

Various

2032 - 2035

Mesquite Sky (b)

Mesquite Star (b)

Mountain Wind 1

Mountain Wind 2

Mt. Storm

100

264

Citigroup

2031

Ocotillo

100

N/A

Ocotillo

Odin

99.9

Missouri River Energy Services

2028

Pinnacle (b)

100

Maryland Department of General Services and University System of Maryland

2031

Rattlesnake (b) (e)

100

160

Avista Corporation

2040

San Juan Mesa

Southwestern Public Service Company

2025

Sleeping Bear

100

Public Service Company of Oklahoma

2032

South Trent

100

101

AEP Energy Partners

2029

Spanish Fork

100

PacifiCorp

2028

Spring Canyon II (b)

90.1

Platte River Power Authority

2039

Spring Canyon III (b)

90.1

Platte River Power Authority

2039

Taloga

100

130

Oklahoma Gas & Electric

2031

Wildorado (b)

100

161

Southwestern Public Service Company

2027

Total Wind (d)

3,658

Total net generation capacity

8,114

Pinnacle (b)

Rattlesnake (b) (c)


Facilities	Percentage Ownership		Net Capacity (MW) (a)	Counterparty	Expiration
San Juan Mesa	75	%	90	Southwestern Public Service Company	2025
Sleeping Bear	100	%	95	Public Service Company of Oklahoma	2032
South Trent	100	%	101	AEP Energy Partners	2029
Spanish Fork	100	%	19	PacifiCorp	2028
Spring Canyon II (b)	90.1	%	31	Platte River Power Authority	2039
Spring Canyon III (b)	90.1	%	26	Platte River Power Authority	2039
Taloga	100	%	130	Oklahoma Gas & Electric	2031
Wildorado (b)	100	%	161	Southwestern Public Service Company	2027
Total Wind			3,658
Total net generation capacity			8,691

(a) Net capacity represents the maximum, or rated, generating or storage capacity of the facility multiplied by the Company’s percentage ownership in the facility as of March 31, ~~2023.~~2024.

(b) ~~Projects~~Facilities are part of tax equity arrangements, ~~and ownership percentage is based on cash to be distributed,~~ as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest ~~Entities.~~Entities.

(c)~~Includes storage capacity that matches the facility’s rated generating capacity.~~

~~(d)~~Typical average capacity factors are 25% for solar facilities and 25-45% for wind facilities. For the three months ended March 31, 2023, the Company's solar and wind facilities had weighted-average capacity factors of 20% and 34%, respectively. For the three months ended March 31, 2022, the Company’s solar and wind facilities had weighted-average capacity factors of 25% and 32%, respectively. The weight-average capacity factors can vary based on seasonality and weather conditions.

~~(e)~~ Rattlesnake has a deliverable capacity of 144 MW.

3130

Significant Events

Drop Down Transactions

•On May 3, ~~2023,~~2024, the Company, through an indirect subsidiary, entered into an agreement with ~~CEG~~Clearway Renew to ~~repower~~acquire the ~~Cedro Hill~~Class A membership interests in Dan’s Mountain, a 55 MW wind ~~project, which is included~~facility currently under construction in ~~the Capistrano Wind Portfolio and is located in Bruni, Texas. The Company expects to invest approximately $63~~Allegany County, Maryland, for $44 million in ~~net corporate capital,~~cash consideration, subject to closing adjustments. ~~Contingent upon achieving repowering commercial operations~~The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected in the ~~second~~first half of ~~2024, the 160 MW project will sell power to its existing counterparty, an investment-grade utility, for an additional 15 years ending in 2045 under an amended PPA.~~2025.

•On ~~February 17, 2023,~~May 7, 2024, the Company, through an indirect subsidiary, entered into an agreement with Clearway Renew to acquire the Class A membership interests in Rosamond South I, a 140 MW solar facility that will be paired with a 117 MW BESS currently under development in Rosamond, California, for $21 million in cash consideration, subject to closing adjustments. The consummation of the transaction is subject to customary closing conditions and certain third-party approvals and is expected in the first half of 2025.

•On April 16, 2024, the Company, through its indirect subsidiary, ~~Daggett Solar Investment~~Cedar Creek Wind Holdco LLC, acquired ~~the Class A membership interests in Daggett TargetCo~~Cedar Creek Holdco LLC, ~~the indirect owner of the Daggett 3 solar project,~~ a ~~300~~160 MW ~~solar project with matching storage capacity~~wind facility that is ~~currently under construction,~~ located in ~~San Bernardino, California~~Bingham County, Idaho, from Clearway Renew ~~LLC, a subsidiary of CEG,~~ for cash consideration of ~~$21~~$117 million. Simultaneously, a cash equity investor acquired the Class B membership interests in Daggett TargetCo LLC from Clearway Renew LLC for cash consideration of $129 million. The Company and the third-party investor then contributed their Class A and B membership interests, respectively, into Daggett RenewableCedar Creek Wind Holdco ~~LLC, a partnership between the Company and the cash equity investor, which consolidates Daggett TargetCo LLC. Daggett TargetCo~~ LLC consolidates as ~~the indirect owner of the~~ primary beneficiary, Cedar Creek TE Holdco LLC, a tax equity fund ~~Daggett TE Holdco LLC, which~~that owns the ~~Daggett 3 solar project.~~Cedar Creek wind facility. See Note 3, Acquisitions ~~and Dispositions~~, for further discussion of the transaction.

~~Corporate Financing Activities~~

•On March 15, ~~2023,~~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 ~~Energy Operating~~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, ~~refinanced~~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 ~~Amended~~Texas Solar Nova 1 and ~~Restated Credit Agreement.~~Texas Solar Nova 2 solar facilities. See Note 7,3, ~~Long-term Debt~~Acquisitions, for further discussion of the ~~amendment.~~transaction.

~~Project-level~~RA Agreements

•On May 6, 2024, the Company contracted with a load serving entity to sell approximately 97 MW of Walnut Creek’s RA commencing in January 2027 and ending in December 2027. Walnut Creek is contracted for 100% of its capacity through 2026 and is now contracted for approximately 20% of its capacity through 2027.

•On March 28, 2024, the Company contracted with a load serving entity to sell approximately 90 MW of Marsh Landing’s RA commencing in September 2026 and ending in December 2030. Marsh Landing is now contracted for 100% of its capacity through the majority of 2026 and approximately 74% of its capacity through 2027.

Facility-level Financing Activities

•In connection with the ~~2022~~2024 Drop Down of ~~Waiawa and the 2023 Drop Down of Daggett 3,~~Texas Solar Nova 2, the Company assumed non-recourse ~~project-level~~facility-level debt. See Note 7, Long-term Debt, for further discussion of the non-recourse ~~project-level debt~~facility-level debt.

•On May 1, 2024, when the Victory Pass and Arica solar and BESS facilities reached substantial completion, the Company paid $165 million to Clearway Renew as an additional purchase price, in connection with the Company’s acquisition of the Class A membership interests in VP-Arica TargetCo LLC on October 31, 2023. Also on May 1, 2024, the cash equity investor contributed an additional $347 million, the tax equity investor contributed an additional $410 million and CEG contributed $52 million, which were utilized, along with the $103 million in escrow, to repay the cash equity bridge loan, to repay the tax equity bridge loan, to fund construction completion reserves and to pay associated ~~with each project.~~fees. See Note 7, Long-term Debt, for further discussion of the non-recourse facility-level debt.

Environmental Matters

The Company is subject to a wide range of environmental laws during the development, construction, ownership and operation of facilities. These existing and future laws generally require that governmental permits and approvals be obtained before construction and maintained during operation of facilities. The Company is obligated to comply with all environmental laws and regulations applicable within each jurisdiction and required to implement environmental programs and procedures to monitor and control risks associated with the construction, operation and decommissioning of regulated or permitted energy assets. Federal and state environmental laws have historically become more stringent over time, although this trend could change in the future.

The Company’s environmental matters are further described in the Company’s ~~2022~~2023 Form 10-K in Item 1, Business — Environmental Matters and Item 1A, Risk Factors.

Regulatory Matters

The following disclosures about the Company’s regulatory matters ~~are described~~provide an update to, and should be read in ~~the Company’s 2022 Form 10-K in~~conjunction with, Item 1, Business — Regulatory Matters and Item 1A, Risk ~~Factors.~~Factors, of the Company’s 2023 Form 10-K.

On March 6, 2024, the SEC adopted a new set of rules that require a wide range of climate-related disclosures, including material climate-related risks, information on any climate-related targets or goals that are material to the registrant’s business, results of operations or financial condition, Scope 1 and Scope 2 GHG emissions on a phased-in basis by certain larger registrants when those emissions are material and the filing of an attestation report covering the same, and disclosure of the financial statement effects of severe weather events and other natural conditions including costs and losses. Compliance dates under the final rule are phased in by registrant category. Multiple lawsuits have been filed challenging the SEC’s new climate rules, which have been consolidated and will be heard in the U.S. Court of Appeals for the Eighth Circuit. On April 4, 2024, the SEC issued an order staying the final rules until judicial review is complete.

Consolidated Results of Operations

The following table provides selected financial information:


		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
(In millions)	(In millions)		2023		2022		Change		(In millions)	2024	2023	Change
Operating Revenues	Operating Revenues
Energy and capacity revenues
Energy and capacity revenues
Energy and capacity revenues	Energy and capacity revenues		$	304	$	360	$	(56)
Other revenues	Other revenues		12		22		(10)
Contract amortization	Contract amortization		(47)		(42)		(5)
Mark-to-market for economic hedges	Mark-to-market for economic hedges		19		(126)		145
Total operating revenues	Total operating revenues		288		214		74
Operating Costs and Expenses	Operating Costs and Expenses
Cost of fuels	Cost of fuels		—		22		(22)

Cost of fuels
Cost of fuels
Operations and maintenance	Operations and maintenance		83		76		7
Mark-to-market for economic hedges
Other costs of operations	Other costs of operations		25		30		(5)
Depreciation, amortization and accretion	Depreciation, amortization and accretion		128		124		4

General and administrative	General and administrative		10		12		(2)
General and administrative
General and administrative
Transaction and integration costs	Transaction and integration costs		—		2		(2)
Development costs			—		1		(1)

Total operating costs and expenses
Total operating costs and expenses
Total operating costs and expenses	Total operating costs and expenses		246		267		(21)

Operating Income (Loss)			42		(53)		95
Operating (Loss) Income
Operating (Loss) Income
Operating (Loss) Income
Other Income (Expense)	Other Income (Expense)
Equity in (losses) earnings of unconsolidated affiliates			(3)		4		(7)
Equity in earnings (losses) of unconsolidated affiliates
Equity in earnings (losses) of unconsolidated affiliates
Equity in earnings (losses) of unconsolidated affiliates

Other income, net	Other income, net		8		—		8
Other income, net
Other income, net
Loss on debt extinguishment	Loss on debt extinguishment		—		(2)		2
Derivative interest (expense) income			(21)		41		(62)
Derivative interest income (expense)
Other interest expense	Other interest expense		(78)		(88)		10
Total other expense, net	Total other expense, net		(94)		(45)		(49)
Net Loss	Net Loss		(52)		(98)		46
Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests	Less: Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(30)		(40)		10
Net Loss Attributable to Clearway Energy LLC	Net Loss Attributable to Clearway Energy LLC		$	(22)	$	(58)	$	36


		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
		Three months ended March 31,
Business metrics:	Business metrics:		2023		2022		Business metrics:	2024		2023
Solar MWh generated/sold (in thousands) (a)	Solar MWh generated/sold (in thousands) (a)		866		1,060
Wind MWh generated/sold (in thousands) (a)	Wind MWh generated/sold (in thousands) (a)		2,744		2,259
Renewables MWh generated/sold (in thousands) (a)	Renewables MWh generated/sold (in thousands) (a)		3,610		3,319
Thermal MWt sold (in thousands) (b)			—		652
Thermal MWh sold (in thousands) (b)			—		14
Conventional MWh generated (in thousands) (a) (c)			89		132
Solar weighted-average capacity factor (b)							Solar weighted-average capacity factor (b)	21.0	%	19.9	%
Wind weighted-average capacity factor (c)							Wind weighted-average capacity factor (c)	31.0	%	33.6	%
Conventional MWh generated (in thousands)
Conventional equivalent availability factor	Conventional equivalent availability factor		74.4	%	95.3	%	Conventional equivalent availability factor	86.3	%	74.4	%

(a) Volumes do not include the MWh generated/sold by the Company’s equity method investments.

(b)~~On May 1, 2022, the Company completed the sale of 100% of its interests in the Thermal Business to KKR.~~ Typical average capacity factors for solar facilities is 25%. The weighted-average capacity factors can vary based on seasonality and weather.

(c)~~Volumes generated are not sold as the Conventional~~ Typical average capacity factors for wind facilities ~~sell~~is 25-45%. The weighted-average capacity ~~rather than energy.~~factors can vary based on seasonality and weather.

Management’s Discussion of the Results of Operations for the Three Months Ended March 31, ~~2023~~2024 and ~~2022~~2023

Operating Revenues

Operating revenues ~~increased~~decreased by ~~$74~~$25 million during the three months ended March 31, ~~2023,~~2024, compared to the same period in ~~2022,~~2023, due to a combination of the drivers summarized in the table below:

(In millions)

~~Renewables Segment~~

~~Increase driven by the acquisition of the Capistrano Wind Portfolio in August 2022.~~

~~Decrease driven primarily by lower solar generation.~~

~~(14)~~

Conventional Segment

Decrease primarily driven by lower prices for capacity revenue due to the expiration of PPAs and commencement of RA capacity revenue at the Walnut Creek, Marsh Landing and El Segundo facilities during 2023.

(43)

Increase primarily driven by higher energy revenue due to the commencement of merchant operations following the expiration of PPAs at the Walnut Creek and Marsh Landing facilities during the second quarter of 2023 and the El Segundo facility during the third quarter of 2023.

Increase driven by lower availability at El Segundo facility in 2023 due to the timing of annual planned maintenance outages.

~~(8)~~8

Renewables Segment

~~Decrease~~Increase for solar and BESS acquisitions driven by ~~outages~~Daggett 2, Daggett 3 and Arica, which reached commercial operations in December 2023, July 2023 and March 2024, respectively, and the acquisition of Texas Solar Nova 1 in December 2023.

Increase driven by higher wind production primarily at the ~~Walnut Creek and Marsh Landing facilities during the first quarter of 2023, resulting in lower capacity revenue.~~Alta wind facilities.

~~(5)~~13

~~Thermal Segment~~Contract amortization

Decrease driven by the ~~sale~~Walnut Creek PPA, which was fully amortized during the second quarter of ~~the Thermal Business on May 1, 2022.~~2023.

~~(59)~~1

Mark-to-market ~~for~~ economic ~~hedges~~hedging activities

~~Increase primarily~~Decrease driven by ~~decreases~~increases in forward power prices in the ERCOT and PJM markets.

~~145~~ (54)

~~Contract amortization~~Increase due to heat rate call option contracts entered into by El Segundo, Marsh Landing and Walnut Creek during the fourth quarter of 2023.

~~Increase primarily driven by amortization of the intangible assets of PPAs related to the acquisition of the Capistrano Wind Portfolio in August 2022.~~13

~~(5)~~

74 (25)

Cost of Fuels

Cost of fuels ~~decreased~~increased by ~~$22~~$14 million during the three months ended March 31, ~~2023,~~2024, compared to the same period in ~~2022, due to~~2023, primarily driven by fuel purchases and the ~~sale~~related cost of emissions obligations as a result of the ~~Thermal Business on May 1, 2022.~~expiration of PPAs and the commencement of merchant operations at the Walnut Creek and Marsh Landing facilities in the second quarter of 2023 and the El Segundo facility in the third quarter of 2023.

~~Operations~~Depreciation, Amortization and ~~Maintenance Expense~~Accretion

~~Operations~~Depreciation, amortization and ~~maintenance expense~~accretion increased ~~by $7~~$26 million during the three months ended March 31, ~~2023,~~2024, compared to the same period in ~~2022,~~2023, due to a ~~combination~~$27 million increase in the Renewables segment primarily related to the Daggett 2 and Daggett 3 solar and BESS facilities, which reached commercial operations in December 2023 and July 2023, respectively, and the acquisition of the ~~drivers summarized~~Texas Solar Nova 1 solar facility in December 2023, offset by a $1 million decrease in the ~~table below:~~Conventional segment.


		~~(In millions)~~

~~Renewables Segment~~	~~Increase primarily driven by the acquisition of the Capistrano Wind Portfolio in August 2022.~~	$	6
	~~Increase primarily driven by maintenance activities at the wind facilities.~~	5
~~Conventional Segment~~	~~Increase primarily driven by timing of annual planned maintenance outages at the El Segundo facility.~~	7
	~~Increase primarily driven by unplanned outages at the Walnut Creek and Marsh Landing facilities.~~	3
~~Thermal Segment~~	~~Decrease primarily driven by the sale of the Thermal Business on May 1, 2022.~~	~~(14)~~
		$	7

Interest Expense

~~Other Income, Net~~

~~Other income, net increased $8~~Interest expense decreased by $42 million during the three months ended March 31, ~~2023,~~2024, compared to the same period in ~~2022, primarily due to higher interest income earned on larger cash balances with investments in money market and time deposit accounts. The larger cash balances at March 31,~~ 2023, ~~compared to March 31, 2022, were as a result of the proceeds received from the sale of the Thermal Business on May 1, 2022.~~

~~Interest Expense~~

~~Interest expense increased by $52 million during the three months ended March 31, 2023, compared to the same period in 2022,~~ primarily due to the following:


	(In millions)
Change in fair value of interest rate swaps due to changes in interest rates	$	62 (44)
~~Decrease~~Increase in interest expense for the Renewables segment primarily due to the ~~sale of~~Daggett 2 and Daggett 3 solar and BESS acquisitions in February 2023 and August 2023, respectively, and the ~~Thermal Business on May~~Texas Solar Nova 1 ~~2022~~acquisition in December 2023	~~(5)~~3
Decrease in interest expense due to decreased principal balances of Corporate debt, which includes repayment of the outstanding borrowings under the Bridge Loan Agreement and the revolving credit facility on May 3, 2022Other	~~(3)~~(1)
~~Decrease in interest expense due to decreased principal balances of project-level debt~~	~~(2)~~

	$	52 (42)

Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests

For the three months ended March 31, 2024, the Company had a net loss of $33 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:


	(In millions)
Losses attributable to tax equity financing arrangements and the application of the HLBV method	$	(42)
Income attributable to third-party partnerships	9



	$	(33)

For the three months ended March 31, 2023, the Company had a net loss of $30 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:


	(In millions)
Losses attributable to tax equity financing arrangements and the application of the HLBV method	$	(33)
Income attributable to third-party partnerships	3


	$	(30)

~~For the three months ended March 31, 2022, the Company had a net loss of $40 million attributable to noncontrolling interests and redeemable noncontrolling interests comprised of the following:~~


	~~(In millions)~~
~~Losses attributable to third-party partnerships~~	$	~~(22)~~
~~Losses attributable to tax equity financing arrangements and the application of the HLBV method~~	~~(18)~~


	$	~~(40)~~

Liquidity and Capital Resources

The Company’s principal liquidity requirements are to meet its financial commitments, finance current operations, fund capital expenditures, including acquisitions from time to time, service debt and pay distributions. As a normal part of the Company’s business, depending on market conditions, the Company will from time to time consider opportunities to repay, redeem, repurchase or refinance its indebtedness. Changes in the Company’s operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause the Company to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions.

Current Liquidity Position

As of March 31, ~~2023~~2024 and December 31, ~~2022~~2023, the Company’s liquidity was approximately ~~$1.57~~$1.44 billion and ~~$1.37~~$1.51 billion, respectively, comprised of cash, restricted cash and availability under the Company’s revolving credit facility.

(In millions)

March 31, 2023

December 31, 2022

(In millions)

March 31, 2024

December 31, 2023

Cash and cash equivalents:

Clearway Energy LLC, excluding subsidiaries

451

536

Clearway Energy LLC, excluding subsidiaries

Subsidiaries

125

121

Restricted cash:

Operating accounts

143

109

Reserves, including debt service, distributions, performance obligations and other reserves

294

230

Total cash, cash equivalents and restricted cash

1,013

996

Revolving credit facility availability

561

370

Total liquidity

1,574

1,366

The Company’s liquidity includes ~~$437~~$485 million and ~~$339~~$516 million of restricted cash balances as of March 31, ~~2023~~2024 and December 31, ~~2022~~2023, respectively. Restricted cash consists primarily of funds to satisfy the requirements of certain debt arrangements and funds held within the Company’s ~~projects~~facilities that are restricted in their use. As of March 31, ~~2023,~~2024, these restricted funds were comprised of ~~$143~~$173 million designated to fund operating expenses, approximately ~~$168~~$187 million designated for current debt service payments and ~~$97~~$87 million restricted for reserves including debt service, performance obligations and other reserves, as well as capital expenditures. The remaining ~~$29~~$38 million is held in distribution reserve accounts.

Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility

As of March 31, ~~2023,~~2024, the Company had no outstanding borrowings under the revolving credit facility and ~~$139~~$228 million in letters of credit outstanding. The facility will continue to be used for general corporate purposes including financing of future acquisitions and posting letters of credit.

Management believes that the Company’s liquidity position, cash flows from operations and availability under its revolving credit facility will be adequate to meet the Company’s financial commitments; debt service obligations; growth, operating and maintenance capital expenditures; and to fund distributions to Clearway, Inc. and CEG. Management continues to regularly monitor the Company’s ability to finance the needs of its operating, financing and investing activity within the dictates of prudent balance sheet management.

Credit Ratings

Credit rating agencies rate a firm’s public debt securities. These ratings are utilized by the debt markets in evaluating a firm’s credit risk. Ratings influence the price paid to issue new debt securities by indicating to the market the Company’s ability to pay principal, interest and preferred dividends. Rating agencies evaluate a firm’s industry, cash flow, leverage, liquidity and hedge profile, among other factors, in their credit analysis of a firm’s credit risk. As of March 31, 2024, the Company’s 2028 Senior Notes, 2031 Senior Notes and 2032 Senior Notes were rated BB by S&P and Ba2 by Moody’s.

Sources of Liquidity

The Company’s principal sources of liquidity include cash on hand, cash generated from operations, proceeds from sales of assets, borrowings under new and existing financing arrangements and the issuance of additional equity and debt securities by Clearway, Inc. or the Company as appropriate given market conditions. As described in Note 7, Long-term Debt, to this Form 10-Q and Item 15 — Note 10, Long-term Debt, to the consolidated financial statements included in the Company’s ~~2022~~2023 Form 10-K, the Company’s financing arrangements consist of corporate level debt, which includes Senior Notes, intercompany borrowings with Clearway, Inc. and the revolving credit ~~facility,~~facility; the ATM ~~Program~~Program; and ~~project-level~~facility-level financings for its various assets.

~~Credit Ratings~~

Credit rating agencies rate a firm’s public debt securities. These ratings are utilized by the debt markets in evaluating a firm’s credit risk. Ratings influence the price paid to issue new debt securities by indicating to the market the Company’s ability to pay principal, interest and preferred dividends. Rating agencies evaluate a firm’s industry, cash flow, leverage, liquidity and hedge profile, among other factors, in their credit analysis of a firm’s credit risk. As of March 31, 2023, the Company’s 2028 Senior Notes, 2031 Senior Notes and 2032 Senior Notes were rated BB by S&P and Ba2 by Moody’s.

Uses of Liquidity

The Company’s requirements for liquidity and capital resources, other than for operating its facilities, are categorized as: (i) debt service obligations, as described more fully in Note 7, Long-term Debt; (ii) capital expenditures; (iii) off-balance sheet arrangements; (iv) acquisitions and investments, as described more fully in Note 3, ~~Acquisitions and Dispositions~~Acquisitions; ; and (v) distributions.

Capital Expenditures

The Company’s capital spending program is mainly focused on maintenance capital expenditures, consisting of costs to maintain the assets currently operating, such as costs to replace or refurbish assets during routine maintenance, and growth capital expenditures consisting of costs to construct new assets and costs to complete the construction of assets where construction is in process.

For the three months ended March 31, ~~2023~~2024, the Company used approximately ~~$88~~$98 million to fund capital expenditures, including growth expenditures of ~~$81~~$96 million in the Renewables segment, funded through construction-related financing. Renewables segment capital expenditures included ~~$74~~$56 million incurred in connection with the Victory Pass and Arica solar and BESS facilities, $14 million incurred in connection with the Daggett 2 solar and BESS facility, $8 million incurred in connection with the Rosamond Central BESS addition, $8 million incurred in connection with the Daggett 3 solar ~~project~~ and BESS facility, $7 million incurred in connection with the ~~Waiawa~~Texas Solar Nova 1 solar ~~project.~~facility and $3 million incurred by other wind and solar facilities. In addition, the Company incurred $7$2 million in maintenance capital expenditures. The Company estimates ~~$35~~$40 million of maintenance expenditures for ~~2023.~~2024. These estimates are subject to continuing review and adjustment. Actual capital expenditures may vary from these estimates.

Off-Balance Sheet Arrangements

Obligations under Certain Guarantee Contracts

The Company may enter into guarantee arrangements in the normal course of business to facilitate commercial transactions with third parties.

Retained or Contingent Interests

The Company does not have any material retained or contingent interests in assets transferred to an unconsolidated entity.

Obligations Arising Out of a Variable Interest in an Unconsolidated Entity

Variable interest in equity investments — As of March 31, 2024, the Company has several investments with an ownership interest percentage of 50% or less. GenConn and Rosie Central BESS are VIEs for which the Company is not the primary beneficiary. The Company’s pro-rata share of non-recourse debt held by unconsolidated affiliates was approximately $299 million as of March 31, 2024. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company.

Contractual Obligations and Commercial Commitments

The Company has a variety of contractual obligations and other commercial commitments that represent prospective cash requirements in addition to the Company’s capital expenditure programs, as disclosed in the Company’s 2023 Form 10-K.

Acquisitions and Investments

The Company intends to acquire generation assets developed and constructed by CEG, as well as generation assets from third parties where the Company believes its knowledge of the market and operating expertise provides a competitive advantage, and to utilize such acquisitions as a means to grow its business.

~~Waiawa~~

Victory Pass and Arica Drop Down -— InOn May 1, 2024, when the Victory Pass and Arica solar and BESS facilities reached substantial completion, the Company paid $165 million to Clearway Renew as an additional purchase price, in connection with the ~~2022~~Company’s acquisition of the Class A membership interests in VP-Arica TargetCo LLC on October 31, 2023, which was funded with existing sources of liquidity. During the three months ended March 31, 2024, the Company borrowed an additional $62 million in tax equity bridge loans. Also on May 1, 2024, the cash equity investor contributed an additional $347 million, the tax equity investor contributed an additional $410 million and CEG contributed $52 million, which were utilized, along with the $103 million in escrow, to repay the cash equity bridge loan, to repay the tax equity bridge loan, to fund construction completion reserves and to pay associated fees.

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 ~~Waiawa,~~$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. Texas Solar Nova 2 has an 18-year PPA with an investment-grade counterparty that commenced in March 2024. The Company’s portion of the purchase price was funded with existing sources of liquidity. Additionally, the Company assumed the ~~project’s~~facility’s financing agreement, which ~~includes a construction loan that converted to a term loan on March 30, 2023 upon the project reaching substantial completion and~~included a tax equity bridge loan that was repaid ~~on March 30, 2023.~~

~~Daggett 3 Drop Down~~ — On February 17, 2023, the Company, through its indirect subsidiary, Daggett Solar Investment LLC, acquired the Class A membership interests in Daggett TargetCo LLC, the indirect owner of the Daggett 3 solar project for cash consideration of $21 million and then contributed its Class A membership interests into Daggett Renewable Holdco LLC, a partnership between the Companyat acquisition date and a cash equity investor, which consolidates Daggett TargetCo LLC. Daggett TargetCo LLC consolidates, as the indirect owner of the primary beneficiary, a tax equity fund, Daggett TE Holdco LLC, which owns the Daggett 3 solar project. Daggett 3 has PPAs with investment-grade counterparties that have a 15-year weighted average contract duration that commence when the underlying operating assets reach commercial operations, which is expected to occur for the majority of the operating assets in the second quarter of 2023. The acquisition was funded with existing sources of liquidity.term loan.

Cash Distributions to Clearway, Inc. and CEG

The Company intends to distribute to its unit holders in the form of a quarterly distribution all of the CAFD it generates each quarter less reserves for the prudent conduct of the business, including among others, maintenance capital expenditures to maintain the operating capacity of the assets. Distributions on the Company’s units are subject to available capital, market conditions and compliance with associated laws, regulations and other contractual obligations. The Company expects that, based on current circumstances, comparable cash distributions will continue to be paid in the foreseeable future.

The following table lists the distributions paid on the Company’s Class A, B, C and D units during the three months ended March 31, ~~2023:~~2024:

First Quarter ~~2023~~2024

Distributions per Class A, B, C and D unit

~~0.3745~~0.4033

~~Off-Balance Sheet Arrangements~~

~~Obligations under Certain Guarantee Contracts~~

~~The Company may enter into guarantee arrangements in the normal course of business to facilitate commercial transactions with third parties.~~

~~Retained or Contingent Interests~~

~~The Company does not have any material retained or contingent interests in assets transferred to an unconsolidated entity.~~

~~Obligations Arising Out of a Variable Interest in an Unconsolidated Entity~~

As of March 31, 2023, the Company has several investments with an ownership interest percentage of 50% or less in energy and an energy-related entity that is accounted for under the equity method. GenConn is a variable interest entity for which the Company is not the primary beneficiary. The Company’s pro-rata share of non-recourse debt held by unconsolidated affiliates was approximately $320 million as of March 31, 2023. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company.

~~Contractual Obligations and Commercial Commitments~~

Cash Flow Discussion

The following ~~table reflects~~tables reflect the changes in cash flows for the comparative periods:


		Three months ended March 31,
		2023		2022		Change
		(In millions)
	Three months ended March 31,
		2024
		2024
		2024						2023		Change
	(In millions)								(In millions)
Net cash provided by operating activities	Net cash provided by operating activities	$	75	$	93	$	(18)
Net cash used in investing activities	Net cash used in investing activities	(86)		(92)		6
Net cash provided by (used in) financing activities		28		(184)		212
Net cash provided by financing activities

Net Cash Provided by Operating Activities


Changes to net cash provided by operating activities were driven by:	(In millions)
~~Decrease~~Increase in operating income ~~adjusted~~after adjusting for non-cash items	$	~~(20)~~4
~~Decrease~~Increase in distributions from unconsolidated affiliates	~~(5)~~3
~~Increase~~Decrease in working capital primarily driven by the timing of accounts receivable collections and payments of accounts payable	7 (1)

	$	~~(18)~~6

Net Cash Used in Investing Activities


Changes to net cash used in investing activities were driven by:	(In millions)
~~Decrease~~Increase in cash paid for Drop Down Assets, net of cash acquired	$	44 (104)

Increase in capital expenditures	(10)
Decrease in the return of investment from unconsolidated affiliates	6 (5)
~~Increase in capital expenditures~~	~~(41)~~


Other	~~(3)~~2
	$	6 (117)

Net Cash Provided by ~~(Used in)~~ Financing Activities


Changes in net cash provided by ~~(used in)~~ financing activities were driven by:	(In millions)


~~Increase~~Decrease in payments for long-term debt and an increase in proceeds from issuance of long-term debt	$	70
Payment of debt issuance costs in 2023	7
Decrease in contributions from noncontrolling ~~interest members~~interests and CEG, net of distributions	$(66)		~~250~~
~~Cash released from escrow distributed to CEG in 2022~~	64
~~Decrease in proceeds from the revolving credit facility, net of payments~~	~~(60)~~
~~Decrease in proceeds from the issuance of long-term debt, net of payments~~	~~(39)~~
Increase in ~~payments of~~ distributions paid to unit holders	~~(6)~~(5)
~~Other~~	3
	$	~~212~~6

Fair Value of Derivative Instruments

The Company may enter into energy-related commodity ~~purchase~~ contracts ~~and other energy-related financial instruments~~ to mitigate variability in earnings due to fluctuations in spot market prices. In addition, in order to mitigate interest rate risk associated with the issuance of variable rate debt, the Company enters into interest rate swap agreements.

The tables below disclose the activities of non-exchange traded contracts accounted for at fair value in accordance with ASC 820. Specifically, these tables disaggregate realized and unrealized changes in fair value; disaggregate estimated fair values at March 31, ~~2023~~2024, based on their level within the fair value hierarchy defined in ASC 820; and indicate the maturities of contracts at March 31, ~~2023~~2024. For a full discussion of the Company’s valuation methodology of its contracts, see Derivative Fair Value Measurements in Note 5, Fair Value of Financial Instruments.


Derivative Activity (Losses) Gains	(In millions)
Fair value of contracts as of December 31, ~~2022~~2023	$	~~(264)~~(209)
~~Contracts realized or otherwise settled during the period~~	13
~~Contracts acquired during the period~~	27


Changes in fair value	~~(20)~~13
Fair value of contracts as of March 31, ~~2023~~2024	$	~~(244)~~(196)

Fair value of contracts as of March 31, 2023
Maturity
Fair Value Hierarchy (Losses) Gains 1 Year or Less
Greater Than
1 Year to 3 Years
Greater Than
3 Years to 5 Years
Greater Than
5 Years
Total Fair
Value
(In millions)
Level 2 $ 27 $ 27 $ 21 $ 15 $ 90
Level 3 (39) (89) (86) (120) (334)
Total $ (12) $ (62) $ (65) $ (105) $ (244)


	Fair value of contracts as of March 31, 2024
	Maturity
Fair Value Hierarchy (Losses) Gains	1 Year or Less		Greater Than 1 Year to 3 Years		Greater Than 3 Years to 5 Years		Greater Than 5 Years		Total Fair Value
	(In millions)

Level 2	$	46	$	41	$	61	$	9	$	157
Level 3	(44)		(112)		(95)		(102)		(353)
Total	$	2	$	(71)	$	(34)	$	(93)	$	(196)

The Company has elected to disclose derivative assets and liabilities on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level.

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of the financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements and related disclosures in compliance with GAAP requires the application of appropriate technical accounting rules and guidance, as well as the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. The application of these policies necessarily involves judgments regarding future events, including the likelihood of success of particular ~~projects,~~facilities, legal and regulatory challenges and the fair value of certain assets and liabilities. These judgments, in and of themselves, could materially affect the financial statements and disclosures based on varying assumptions, which may be appropriate to use. In addition, the financial and operating environment may also have a significant effect, not only on the operation of the business, but on the results reported through the application of accounting measures used in preparing the financial statements and related disclosures, even if the nature of the accounting policies has not changed.

On an ongoing basis, the Company evaluates these estimates, utilizing historic experience, consultation with experts and other methods the Company considers reasonable. Actual results may differ substantially from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the information that gives rise to the revision becomes known.

The Company identifies its most critical accounting policies as those that are the most pervasive and important to the portrayal of the Company’s financial position and results of operations, and that require the most difficult, subjective and/or complex judgments by management regarding estimates about matters that are inherently uncertain. The Company’s critical accounting policies include income taxes and valuation allowance for deferred tax assets, accounting utilizing ~~Hypothetical Liquidation at Book Value, or~~ HLBV, acquisition accounting and determining the fair value of financial instruments.

Recent Accounting Developments

See Note 2, Summary of Significant Accounting Policies, for a discussion of recent accounting developments.

ITEM 3 — Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to several market risks in its normal business activities. Market risk is the potential loss that may result from market changes associated with the Company’s power generation or with an existing or forecasted financial or commodity transaction. The types of market risks the Company is exposed to are commodity price risk, interest rate risk, liquidity risk and credit risk. The following disclosures about market risk provide an update to, and should be read in conjunction with, Item 7A — Quantitative and Qualitative Disclosures About Market Risk, of the Company’s ~~2022~~2023 Form 10-K.

Commodity Price Risk

Commodity price risks result from exposures to changes in spot prices, forward prices, volatilities and correlations between various commodities, such as electricity, natural gas and emissions credits. The Company manages the commodity price risk of certain of its merchant generation operations by entering into derivative or non-derivative instruments to hedge the variability in future cash flows from forecasted power sales. The portion of forecasted transactions hedged may vary based upon management's assessment of market, weather, operation and other factors.

Based on a sensitivity analysis using simplified assumptions, the impact of a $0.50 per MWh increase or decrease in power prices across the term of the ~~derivatives~~long-term power commodity contracts would cause a change of approximately $7$6 million to the net value of ~~power~~the related derivatives as of March 31, ~~2023.~~2024.

Interest Rate Risk

The Company is exposed to fluctuations in interest rates through its issuance of variable rate debt. Exposures to interest rate fluctuations may be mitigated by entering into derivative instruments known as interest rate swaps, caps, collars and put or call options. These contracts reduce exposure to interest rate volatility and result in primarily fixed rate debt obligations when taking into account the combination of the variable rate debt and the interest rate derivative instrument. See Note 6, Derivative Instruments and Hedging Activities, for more information.

Most of the Company’s ~~project~~ subsidiaries enter into interest rate swaps intended to hedge the risks associated with interest rates on non-recourse ~~project-level~~facility-level debt. See Item 15 — Note 10, Long-term Debt, to the Company’s audited consolidated financial statements for the year ended December 31, ~~2022~~2023 included in the ~~2022~~2023 Form 10-K for more information about interest rate swaps of the Company’s ~~project~~ subsidiaries.

If all of the interest rate swaps had been discontinued on March 31, ~~2023~~2024, the counterparties would have owed the Company $98163 million. Based on the credit ratings of the counterparties, the Company believes its exposure to credit risk due to nonperformance by counterparties to its hedge contracts to be insignificant.

The Company has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. As of March 31, ~~2023~~2024, a change of 1%, or 100 basis points, in interest rates would result in an approximately $1$5 million change in market interest expense on a rolling twelve-month basis.

As of March 31, ~~2023~~2024, the fair value of the Company’s debt was ~~$6.76~~$7.63 billion and the carrying value was ~~$7.2~~$8.20 billion. The Company estimates that a decrease of 1%, or 100 basis points, in market interest rates would have increased the fair value of its long-term debt by approximately ~~$362~~$322 million.

Liquidity Risk

Liquidity risk arises from the general funding needs of the Company’s activities and in the management of the Company’s assets and liabilities.

Counterparty Credit Risk

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; and (ii) the use of credit mitigation measures such as prepayment arrangements or volumetric limits. 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. See Note 5, Fair Value of Financial Instruments, to the consolidated financial statements for more information about concentration of credit risk.

ITEM 4 — Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including its principal executive officer, principal financial officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act. Based on this evaluation, the Company’s principal executive officer, principal financial officer and principal accounting officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended March 31, ~~2023~~2024 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II -— OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

~~For a discussion of the material legal proceedings in which the Company was involved through March 31, 2023, see Note 10,~~ ~~Contingencies, to this Form 10-Q.~~None.

ITEM 1A — RISK FACTORS

Information regarding risk factors appears in Part I, Item 1A, Risk Factors, in the Company’s ~~2022~~2023 Form 10-K. There have been no material changes in the Company’s risk factors since those reported in its ~~2022~~2023 Form 10-K.

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 — DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 — MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 — OTHER INFORMATION

~~None.~~During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6 — EXHIBITS

Number

Description

Method of Filing

~~4.1~~

~~Twelfth Supplemental Indenture, dated as of February 14, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.~~

~~Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 21, 2023.~~

~~4.2~~

~~Fourth Supplemental Indenture, dated as of February 14, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.~~

~~Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 21, 2023.~~

~~4.3~~

~~Third Supplemental Indenture, dated as of February 14, 2023, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.~~

~~Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 21, 2023.~~

10.1

Amended and Restated Master Services Agreement, dated as of ~~February 2, 2023,~~April 30, 2024, by and among Clearway Energy Group LLC, Clearway Energy, Inc., Clearway Energy LLC and Clearway Energy Operating ~~LLC.~~LLC

~~Incorporated herein by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed on February 23, 2023.~~

~~10.2~~

~~Amended and Restated Master Services Agreement, dated as of February 2, 2023, by and among Clearway Energy, Inc., Clearway Energy LLC, Clearway Energy Operating LLC and Clearway Energy Group LLC.~~

~~Incorporated herein by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on February 23, 2023.~~

10.3*

Eighth Amendment to Amended and Restated Credit Agreement, entered into as of March 15, 2023, by and among Clearway Energy Operating LLC, Clearway Energy LLC, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.

~~Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2023.~~Filed herewith.

31.1

Rule 13a-14(a)/15d-14(a) certification of Christopher S. Sotos.

Filed herewith.

31.2

Rule 13a-14(a)/15d-14(a) certification of Sarah Rubenstein.

Filed herewith.

Section 1350 Certification.

Furnished herewith.

101 INS

Inline XBRL Instance Document.

Filed herewith.

101 SCH

Inline XBRL Taxonomy Extension Schema.

Filed herewith.

101 CAL

Inline XBRL Taxonomy Extension Calculation Linkbase.

Filed herewith.

101 DEF

Inline XBRL Taxonomy Extension Definition Linkbase.

Filed herewith.

101 LAB

Inline XBRL Taxonomy Extension Label Linkbase.

Filed herewith.

101 PRE

Inline XBRL Taxonomy Extension Presentation Linkbase.

Filed herewith.

104

Cover Page Interactive Data File (the cover page interactive data file does not appear in Exhibit 104 because its Inline XBRL tags are embedded within the Inline XBRL document).

Filed herewith.

*Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CLEARWAY ENERGY LLC
(Registrant)

/s/ CHRISTOPHER S. SOTOS

Christopher S. Sotos

President and Chief Executive Officer

(Principal Executive Officer)

/s/ SARAH RUBENSTEIN

Sarah Rubenstein

Date: May ~~4, 2023~~9, 2024

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)


(In millions)	Contributed Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Members’ Equity
Balances at December 31, 2021	$	1,495	$	43	$	(13)	$	1,692	$	3,217
Net loss	—		(58)		—		(42)		(100)
Unrealized gain on derivatives and changes in accumulated OCL	—		—		13		3		16
Distributions to CEG, net of contributions, cash	(3)		—		—		—		(3)

Contributions from noncontrolling interests, net of distributions, cash	—		—		—		28		28
Transfers of assets under common control	(46)		—		—		9		(37)

Distributions paid to Clearway, Inc.	(40)		—		—		—		(40)
Distributions paid to CEG Class B and Class D unit holders	(5)		(25)		—		—		(30)
Balances at March 31, 2022	$	1,401	$	(40)	$	—	$	1,690	$	3,051


Name	Economic Interest	Investment Balance
		(In millions)
Avenal	50%	$	7
Desert Sunlight	25%	226
Elkhorn Ridge	67%	20
GenConn (a)	50%	80
San Juan Mesa	75%	13
		$	346


(In millions)	Lighthouse Renewable Holdco 2 LLC(a)		Oahu Solar LLC		Pinnacle Repowering TE Holdco LLC		Rattlesnake TE Holdco LLC		Rosie TargetCo LLC		Wildorado TE Holdco LLC		Other (b)
Other current and non-current assets	$	44	$	39	$	7	$	15	$	35	$	25	$	16
Property, plant and equipment	357		162		101		182		236		205		151
Intangible assets	—		—		16		—		—		—		1
Total assets	401		201		124		197		271		230		168
Current and non-current liabilities	132		22		5		17		98		21		74
Total liabilities	132		22		5		17		98		21		74
Noncontrolling interest	233		26		42		87		127		109		68
Net assets less noncontrolling interest	$	36	$	153	$	77	$	93	$	46	$	100	$	26