Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 26, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-36087 | ||
Entity Registrant Name | PATTERN ENERGY GROUP INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 90-0893251 | ||
Entity Address, Address Line One | 1088 Sansome Street | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94111 | ||
City Area Code | 415 | ||
Local Phone Number | 283-4000 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | ||
Trading Symbol | PEGI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2 | ||
Entity Common Stock, Shares Outstanding | 98,218,625 | ||
Documents Incorporated by Reference [Text Block] | The information required by Part III (Items 10, 11, 12, 13 and 14) in this Form 10-K will be either incorporated by reference from the registrant’s definitive proxy statement for its 2020 annual meeting of stockholders or provided by amendment to this Form 10-K filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001561660 | ||
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents (Note 8) | $ 156 | $ 101 |
Restricted cash (Note 8) | 0 | 4 |
Counterparty collateral (Note 8) | 0 | 6 |
Trade receivables (Note 8) | 81 | 50 |
Related party receivable | 17 | 7 |
Derivative assets, current (Note 8) | 3 | 14 |
Prepaid expenses (Note 8) | 15 | 18 |
Deferred financing costs, current, net of accumulated amortization of $6 and $3 as of December 31, 2019 and December 31, 2018, respectively | 2 | 2 |
Sales tax receivable | 33 | 1 |
Notes receivable, current (Note 8) | 13 | 0 |
Other current assets (Note 8) | 17 | 8 |
Total current assets | 337 | 211 |
Restricted cash (Note 8) | 63 | 18 |
Major construction advances (Note 8) | 39 | 84 |
Construction in progress (Note 8) | 545 | 259 |
Property, plant and equipment, net (Note 8) | 4,818 | 4,119 |
Unconsolidated investments (Note 8) | 298 | 270 |
Derivative assets | 8 | 9 |
Deferred financing costs (Note 8) | 9 | 8 |
Net deferred tax assets | 2 | 5 |
Intangible assets, net (Note 8) | 808 | 219 |
Goodwill | 58 | 58 |
Notes receivable (Note 8) | 79 | 0 |
Other assets (Note 8) | 109 | 34 |
Total assets | 7,173 | 5,294 |
Current liabilities: | ||
Accounts payable and other accrued liabilities (Note 8) | 68 | 67 |
Accrued construction costs (Note 8) | 112 | 27 |
Counterparty collateral liability (Note 8) | 0 | 6 |
Accrued interest (Note 8) | 15 | 14 |
Dividends payable | 46 | 42 |
Derivative liabilities, current (Note 8) | 12 | 2 |
Revolving credit facility, current | 75 | 198 |
Current portion of long-term debt, net (Note 8) | 414 | 56 |
Contingent liabilities, current | 133 | 31 |
Asset retirement obligations, current (Note 8) | 21 | 24 |
Other current liabilities (Note 8) | 33 | 11 |
Total current liabilities | 929 | 478 |
Revolving credit facility | 25 | 25 |
Long-term debt, net (Note 8) | 2,887 | 2,004 |
Derivative liabilities (Note 8) | 103 | 31 |
Net deferred tax liabilities | 151 | 117 |
Intangible liabilities, net | 44 | 56 |
Contingent liabilities | 35 | 142 |
Asset retirement obligations (Note 8) | 242 | 185 |
Other long-term liabilities (Note 8) | 146 | 71 |
Contract liability | 27 | 26 |
Total liabilities | 4,589 | 3,135 |
Commitments and contingencies (Note 21) | ||
Series A Preferred Stock, $0.01 par value per share; 100,000,000 preferred shares authorized; 10,400,000 and 0 shares of Series A Preferred Stock outstanding as of December 31, 2019 and December 31, 2018, respectively | 234 | 0 |
Equity: | ||
Class A common stock, $0.01 par value per share; 500,000,000 shares authorized; 98,199,909 and 98,051,629 shares outstanding as of December 31, 2019 and December 31, 2018, respectively | 1 | 1 |
Additional paid-in capital | 968 | 1,130 |
Accumulated loss | (58) | (27) |
Accumulated other comprehensive loss | (69) | (52) |
Treasury stock, at cost; 289,690 and 223,040 shares of Class A common stock as of December 31, 2019 and December 31, 2018, respectively | (6) | (5) |
Total equity before noncontrolling interests | 836 | 1,047 |
Noncontrolling interests | 1,514 | 1,112 |
Total equity | 2,350 | 2,159 |
Total liabilities, mezzanine equity and equity | $ 7,173 | $ 5,294 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Deferred financing costs, current, accumulated amortization | $ 6 | $ 3 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding (in shares) | 10,400,000 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares outstanding (in shares) | 98,199,909 | 98,051,629 |
Treasury stock, shares (in shares) | 289,690 | 223,040 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||
Total revenue | $ 541,000,000 | $ 483,000,000 | $ 411,000,000 |
Cost of revenue: | |||
Project expense | 166,000,000 | 143,000,000 | 130,000,000 |
Transmission costs | 25,000,000 | 26,000,000 | 19,000,000 |
Depreciation, amortization and accretion | 318,000,000 | 250,000,000 | 199,000,000 |
Total cost of revenue | 509,000,000 | 419,000,000 | 348,000,000 |
Gross profit | 32,000,000 | 64,000,000 | 63,000,000 |
Operating expenses: | |||
General and administrative | 47,000,000 | 40,000,000 | 39,000,000 |
Development expense | 14,000,000 | 0 | 0 |
Related party general and administrative | 18,000,000 | 15,000,000 | 14,000,000 |
Impairment expense | 0 | 7,000,000 | 0 |
Total operating expenses | 79,000,000 | 62,000,000 | 53,000,000 |
Operating income (loss) | (47,000,000) | 2,000,000 | 10,000,000 |
Other income (expense): | |||
Interest expense | (111,000,000) | (109,000,000) | (102,000,000) |
Unrealized loss derivatives | 6,000,000 | 17,000,000 | (10,000,000) |
Earnings in unconsolidated investments, net | 107,000,000 | 1,000,000 | 42,000,000 |
Early extinguishment of debt | 0 | (6,000,000) | (9,000,000) |
Net earnings (loss) on transactions | (14,000,000) | 69,000,000 | (1,000,000) |
Other income (expense), net | (5,000,000) | (11,000,000) | 0 |
Total other expense | (17,000,000) | (39,000,000) | (80,000,000) |
Net loss before income tax | (64,000,000) | (37,000,000) | (70,000,000) |
Income tax provision | 43,000,000 | 32,000,000 | 12,000,000 |
Net loss | (107,000,000) | (69,000,000) | (82,000,000) |
Net loss attributable to noncontrolling interests | (76,000,000) | (211,000,000) | (64,000,000) |
Net income (loss) attributable to Pattern Energy | (31,000,000) | 142,000,000 | (18,000,000) |
Series A preferred stock dividends | (4,000,000) | 0 | 0 |
Net income (loss) attributable to common shareholders | $ (35,000,000) | $ 142,000,000 | $ (18,000,000) |
Weighted average number of common shares outstanding | |||
Basic (in shares) | 97,603,555 | 97,456,407 | 89,179,343 |
Diluted (in shares) | 97,603,555 | 97,651,501 | 89,179,343 |
Net income (loss) per share attributable to Pattern Energy | |||
Basic (in dollars per share) | $ (0.35) | $ 1.45 | $ (0.20) |
Diluted (in dollars per share) | $ (0.35) | $ 1.45 | $ (0.20) |
Electricity sales | |||
Revenue: | |||
Total revenue | $ 517,000,000 | $ 464,000,000 | $ 402,000,000 |
Other revenue | |||
Revenue: | |||
Total revenue | $ 24,000,000 | $ 19,000,000 | $ 9,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (107) | $ (69) | $ (82) |
Other comprehensive income (loss): | |||
Change in foreign currency translation, net of tax impact of zero, zero and $(4), respectively | 21 | (37) | 15 |
Cash flow hedge activity: | |||
Change in unrealized losses on cash flow hedges, net of tax impact of $3, $3 and ($1), respectively | (28) | ||
Change in unrealized losses on cash flow hedges, net of tax impact of $3, $3 and ($1), respectively | (4) | (3) | |
Reclassifications to net loss, net of tax impact of $(1), $(1) and $(1), respectively | 3 | ||
Reclassifications to net loss, net of tax impact of $(1), $(1) and $(1), respectively | 5 | 11 | |
Total change in cash flow hedge activity | (25) | ||
Total change in cash flow hedge activity | 1 | 8 | |
Other comprehensive income related to equity method investee net of tax impact of $1, less than $1 and $(5), respectively | (1) | 2 | 14 |
Total other comprehensive income (loss), net of tax | (5) | (34) | 37 |
Comprehensive loss | (112) | (103) | (45) |
Less comprehensive loss attributable to noncontrolling interests, net of tax impact of less than $1 million for all years presented | (64) | (219) | (63) |
Comprehensive income (loss) attributable to Pattern Energy | (48) | 116 | 18 |
Series A preferred stock dividends | (4) | 0 | 0 |
Comprehensive income (loss) attributable to common shareholders | $ (52) | $ 116 | $ 18 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Change in foreign currency translation, tax impact | $ 0 | $ 0 | $ (4) |
Change in unrealized losses on cash flow hedges, tax impact | 3 | ||
Change in unrealized losses on cash flow hedges, tax impact | 3 | (1) | |
Reclassifications to net loss, tax impact | (1) | ||
Reclassifications to net loss, tax impact | (1) | (1) | |
Other comprehensive income related to equity method investee, tax impact (less than for 2018) | 1 | 1 | (5) |
Comprehensive loss attributable to noncontrolling interests, tax impact (less than) | $ 1 | $ 1 | $ 1 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Millions | Total | Parent | Class A Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Loss | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Beginning balance at Dec. 31, 2016 | $ 1,879 | $ 988 | $ 1 | $ (3) | $ 1,146 | $ (94) | $ (62) | $ 891 |
Beginning balance (in shares) at Dec. 31, 2016 | 87,521,651 | (110,964) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Class A common stock, net of issuance costs | 237 | 237 | 237 | |||||
Issuance of Class A common stock, net of issuance costs (in shares) | 10,268,261 | |||||||
Issuance of Class A common stock under equity incentive award plan, net | 0 | |||||||
Issuance of Class A common stock under equity incentive award plan, net (in shares) | 227,948 | |||||||
Repurchase of shares for employee tax withholding | (1) | (1) | $ (1) | |||||
Repurchase of shares for employee tax withholding (in shares) | (46,848) | |||||||
Stock-based compensation | 5 | 5 | 5 | |||||
Dividends declared, common | (151) | (151) | (151) | |||||
Acquisitions | 390 | 0 | 390 | |||||
Distributions to noncontrolling interests | (20) | 0 | (20) | |||||
Partial sale of subsidiary | 54 | (2) | (2) | 0 | 56 | |||
Net loss | (82) | (18) | (18) | (64) | ||||
Other comprehensive income (loss), net of tax | 37 | 36 | 36 | 1 | ||||
Ending balance (in shares) at Dec. 31, 2017 | 98,017,860 | (157,812) | ||||||
Ending balance at Dec. 31, 2017 | 2,348 | 1,094 | $ 1 | $ (4) | 1,235 | (112) | (26) | 1,254 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Class A common stock under equity incentive award plan, net | 0 | |||||||
Issuance of Class A common stock under equity incentive award plan, net (in shares) | 256,809 | |||||||
Repurchase of shares for employee tax withholding | (1) | (1) | $ (1) | |||||
Repurchase of shares for employee tax withholding (in shares) | (65,228) | |||||||
Stock-based compensation | 4 | 4 | 4 | |||||
Dividends declared, common | (166) | (166) | (109) | (57) | ||||
Acquisitions | 49 | 0 | 49 | |||||
Sale of subsidiaries | (32) | (32) | ||||||
Contribution from noncontrolling interests | 98 | 0 | 98 | |||||
Distributions to noncontrolling interests | (38) | 0 | (38) | |||||
Partial sale of subsidiary | 5 | (32) | ||||||
Net loss | (69) | 142 | 142 | (211) | ||||
Other comprehensive income (loss), net of tax | $ (34) | (26) | (26) | (8) | ||||
Ending balance (in shares) at Dec. 31, 2018 | 98,051,629 | 98,274,669 | (223,040) | |||||
Ending balance at Dec. 31, 2018 | $ 2,159 | 1,047 | $ 1 | $ (5) | 1,130 | (27) | (52) | 1,112 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of Class A common stock under equity incentive award plan, net | 0 | |||||||
Issuance of Class A common stock under equity incentive award plan, net (in shares) | 214,930 | |||||||
Repurchase of shares for employee tax withholding | (1) | (1) | $ (1) | |||||
Repurchase of shares for employee tax withholding (in shares) | (66,650) | |||||||
Stock-based compensation | 5 | 5 | 5 | |||||
Dividends declared, preferred | (4) | (4) | (4) | |||||
Dividends declared, common | (166) | (166) | (166) | |||||
Acquisitions | 479 | 0 | 479 | |||||
Contribution from noncontrolling interests | 28 | 0 | 28 | |||||
Distributions to noncontrolling interests | (41) | 0 | (41) | |||||
Other | 3 | 3 | 3 | |||||
Net loss | (107) | (31) | (31) | (76) | ||||
Other comprehensive income (loss), net of tax | $ (5) | (17) | (17) | 12 | ||||
Ending balance (in shares) at Dec. 31, 2019 | 98,199,909 | 98,489,599 | (289,690) | |||||
Ending balance at Dec. 31, 2019 | $ 2,350 | $ 836 | $ 1 | $ (6) | $ 968 | $ (58) | $ (69) | $ 1,514 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Dividends declared, preferred stock (usd per share) | $ 0.379 |
Dividends declared, common stock (usd per share) | $ 1.69 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net loss | $ (107,000,000) | $ (69,000,000) | $ (82,000,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation, amortization and accretion | 353,000,000 | 280,000,000 | 215,000,000 |
Impairment expense | 0 | 7,000,000 | 0 |
Loss on derivatives | 5,000,000 | 4,000,000 | 16,000,000 |
Stock-based compensation | 5,000,000 | 5,000,000 | 5,000,000 |
Deferred taxes | 38,000,000 | 16,000,000 | 15,000,000 |
Earnings in unconsolidated investments, net | (107,000,000) | (1,000,000) | (41,000,000) |
Distributions from unconsolidated investments | 40,000,000 | 48,000,000 | 54,000,000 |
Gain on transactions | 0 | (71,000,000) | 0 |
Early extinguishment of debt | 0 | 6,000,000 | 9,000,000 |
Other reconciling items | 0 | 1,000,000 | (5,000,000) |
Changes in operating assets and liabilities: | |||
Counterparty collateral asset | 6,000,000 | 24,000,000 | 14,000,000 |
Trade receivables | (13,000,000) | 1,000,000 | (10,000,000) |
Other current assets | (19,000,000) | 15,000,000 | (14,000,000) |
Other assets (non-current) | (11,000,000) | (6,000,000) | 2,000,000 |
Accounts payable and other accrued liabilities | (24,000,000) | 3,000,000 | 18,000,000 |
Counterparty collateral liability | (6,000,000) | (24,000,000) | (14,000,000) |
Contract liability | 0 | 34,000,000 | 0 |
Other current liabilities | (1,000,000) | 26,000,000 | 15,000,000 |
Other long-term liabilities | 3,000,000 | (20,000,000) | 21,000,000 |
Contingent liabilities | 5,000,000 | 0 | 0 |
Net cash provided by operating activities | 167,000,000 | 279,000,000 | 218,000,000 |
Investing activities | |||
Cash paid for acquisitions and investments, net of cash and restricted cash acquired | (326,000,000) | (415,000,000) | (297,000,000) |
Proceeds from sale of investments, net of cash and restricted cash distributed | 0 | 214,000,000 | 0 |
Capital expenditures | (264,000,000) | (181,000,000) | (44,000,000) |
Distributions from unconsolidated investments | 131,000,000 | 10,000,000 | 13,000,000 |
Other assets | (8,000,000) | (1,000,000) | |
Other assets | 8,000,000 | ||
Issuance of notes receivable | (4,000,000) | 0 | 0 |
Net cash used in investing activities | (471,000,000) | (373,000,000) | (320,000,000) |
Financing activities | |||
Proceeds from preferred share offering | 256,000,000 | 0 | 0 |
Proceeds from common share offering | 0 | 0 | 237,000,000 |
Dividends paid | (165,000,000) | (165,000,000) | (145,000,000) |
Preferred share issuance costs | (1,000,000) | 0 | 0 |
Capital contributions - noncontrolling interests | 28,000,000 | 98,000,000 | 0 |
Capital distributions - noncontrolling interests | (41,000,000) | (38,000,000) | (20,000,000) |
Payment for financing fees | (5,000,000) | (9,000,000) | (16,000,000) |
Proceeds from short-term debt | 612,000,000 | 562,000,000 | 333,000,000 |
Repayment of short-term debt | (654,000,000) | (402,000,000) | (513,000,000) |
Proceeds from long-term debt and other | 454,000,000 | 226,000,000 | 694,000,000 |
Repayment of long-term debt and other | (57,000,000) | (186,000,000) | (483,000,000) |
Cash paid for contingent consideration | (21,000,000) | 0 | 0 |
Proceeds (payments) for termination of designated derivatives | (3,000,000) | 1,000,000 | (14,000,000) |
Disposition of controlling interest, net | 0 | 0 | 58,000,000 |
Other financing activities | (3,000,000) | (4,000,000) | (6,000,000) |
Net cash provided by financing activities | 400,000,000 | 83,000,000 | 125,000,000 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | (4,000,000) | 6,000,000 |
Net change in cash, cash equivalents and restricted cash | 96,000,000 | (15,000,000) | 29,000,000 |
Cash, cash equivalents and restricted cash at beginning of period | 123,000,000 | 138,000,000 | 109,000,000 |
Cash, cash equivalents and restricted cash at end of period | 219,000,000 | 123,000,000 | 138,000,000 |
Supplemental disclosures | |||
Cash payments for income taxes | 16,000,000 | 2,000,000 | 0 |
Cash payments for interest expense | 100,000,000 | 97,000,000 | 86,000,000 |
Schedule of non-cash activities | |||
Change in property, plant and equipment | 33,000,000 | 224,000,000 | 2,000,000 |
Change in additional paid-in capital | 2,000,000 | 0 | (2,000,000) |
Accrual of equity issuance costs | 1,000,000 | 0 | 0 |
Preferred share dividends declared | 4,000,000 | 0 | 0 |
Purchase consideration | $ 3,000,000 | $ 0 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Pattern Energy Group Inc. (Pattern Energy or the Company) is a vertically integrated renewable energy company with a mission to transition the world to renewable energy. Our business consists of (i) an operating business segment which is comprised of a portfolio of high-quality renewable energy power projects located in many attractive markets that produces long-term stable cash flows and (ii) ownership interests in an upstream development platform aligned with our operating business which provides us access to a pipeline of projects and potential for higher returns through project development. The Company holds ownership interests in 28 renewable energy projects with an operating capacity that totals approximately 4.4 gigawatts (GW) which are located in the United States, Canada and Japan. Pattern Energy was organized in the state of Delaware in October 2012. The Company issued 100 shares in October 2012 to Pattern Renewables LP, a 100% owned subsidiary of Pattern Energy Group LP and subsequently in October 2013 conducted an initial public offering. Proposed Merger On November 3, 2019, the Company entered into an Agreement and Plan of Merger (Merger Agreement) with Pacific US Inc. (Parent), a Delaware corporation which is an indirect wholly-owned subsidiary of Canada Pension Plan Investment Board (CPP Investments), and with Pacific BidCo US Inc. (BidCo), a Delaware corporation and wholly-owned subsidiary of Parent, pursuant to which Parent has agreed to acquire the Company for $26.75 per share in an all-cash transaction. The transaction is expected to close shortly following receipt of shareholder approval. A shareholders’ meeting has been scheduled for March 10, 2020. For the year ended December 31, 2019, the Company incurred approximately $10 million in transaction related costs as a result of the Merger Agreement. Parent has obtained equity and debt financing commitments to finance the transactions contemplated by the Merger Agreement and to pay related fees and expenses, including a commitment from CPP Investments and certain institutional lenders. The obligations under such commitments are subject to a number of customary conditions. The Merger Agreement contains certain termination rights for the Company and Parent. Among such rights, and subject to certain limitations, either the Company or Parent may terminate the Merger Agreement if not completed by August 4, 2020, subject to extension to November 4, 2020 at the option of either party should any regulatory approvals remain outstanding. CPP Investments, Riverstone, and certain members of management concurrently entered into an agreement pursuant to which, at or following the completion of the Merger Agreement, CPP Investments, Riverstone, and certain members of management will combine Pattern Development under common ownership with the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (U.S. GAAP). They include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all significant intercompany accounts and transactions eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. Cash and Cash Equivalents Cash and cash equivalents consist of cash in banks and highly liquid investments with original maturities of three months or less. Restricted Cash Restricted cash consists of cash balances which are restricted as to withdrawal or usage and includes cash to collateralize bank letters of credit related primarily to transmission interconnection rights, power sale agreements (PSA) and for certain reserves required under the Company’s loan agreements. Reconciliation of Cash and Cash Equivalents and Restricted Cash as presented on the Statements of Cash Flows 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 (in millions): December 31, 2019 2018 2017 Cash and cash equivalents $ 156 $ 101 $ 117 Restricted cash - current — 4 9 Restricted cash 63 18 12 Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 219 $ 123 $ 138 Leases The Company determines if an arrangement is a lease at contract inception by evaluating if the contract conveys the right to control the use of an identified asset during the period of use. A right-of-use (ROU) asset represents the Company's right to use an identified asset for the lease term and lease liability represents the Company's obligation to make payments as set forth in the lease arrangement. ROU assets and lease liabilities are included on the Company's consolidated balance sheets beginning January 2019 and are recognized based on the present value of the future lease payments at lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company's incremental borrowing rate, because the interest rate implicit in the lease is generally not readily determinable. A ROU asset initially equals the lease liability, adjusted for any lease payments made prior to lease commencement and any lease incentives. All leases are recorded on the consolidated balance sheets except for leases with an initial term of less than 12 months. All of the Company's leases are operating leases. Lease expense is generally recognized on a straight-line basis over the lease term and is recorded in project expense or general and administrative expense in the consolidated statements of operations. The Company has lease agreements with lease and non-lease components. Non-lease components primarily include payments for maintenance. The Company combines lease components and non-lease components to account for them together as a single lease component. As such, lease payments represent payments on both lease and non-lease components. Sales Tax Receivable Sales tax receivable includes consumption or sales taxes paid by the Company most of which relate to exempt construction costs at Tsugaru and are expected to be reimbursed by the local Japan tax authorities. Counterparty Collateral and Collateral Liability As a result of a counterparty's credit rating downgrade, the Company received collateral related to an energy derivative agreement, as discussed in Note 12 , Derivative Instruments . The Company did not have the right to pledge, invest, or use the collateral for general corporate purposes. The energy derivative expired in April 2019. As of December 31, 2019 , the Company returned the counterparty's collateral. Trade Receivables The Company’s trade receivables are generated by selling energy and renewable energy credits primarily to creditworthy utilities and large commercial companies. The Company believes that all amounts are collectible and an allowance for doubtful accounts is not required as of December 31, 2019 and 2018 . Although PG&E and PREPA, offtakers for Hatchet Ridge and Santa Isabel, respectively, have filed for reorganization and debt restructuring, the Company has assessed and determined that trade receivables at Hatchet Ridge and Santa Isabel were not impaired as of December 31, 2019. The Company will continue to monitor PG&E's and PREPA's proceedings and reassess for impairment. Major Construction Advances Major construction advances represent advances to (i) suppliers for the manufacture of wind turbines, transmission lines, and solar panels in accordance with component equipment supply agreements and (ii) builders in accordance with plant construction contracts. These construction advances are reclassified to construction in progress when the Company takes legal title to the equipment. Derivatives The Company may enter into interest rate swaps, interest rate caps, forwards and other agreements to manage its interest rate, electricity price and foreign exchange rate risk. The Company recognizes its derivative instruments as assets or liabilities at fair value in the consolidated balance sheets, unless the derivative instruments qualify for the "normal purchase normal sale" (NPNS) scope exception to derivative accounting. Contracts used in normal business operations that are settled by physical delivery, among other criteria, are eligible for and may be designated as NPNS. As NPNS contracts qualify for a scope exception to derivative accounting, contracts associated with the sale of energy are recognized as electricity sales when revenue recognition criteria are met and contracts associated with the production of electricity are recognized as project expense when incurred on the consolidated statements of operations. The Company does not have contracts subject to master netting agreements with counterparties, as such assets and liabilities are presented gross on the consolidated balance sheets. Accounting for changes in the fair value of a derivative instrument depends on whether it has been designated as part of a hedging relationship and on the type of hedging relationship. For derivative instruments that qualify and are designated as cash flow hedges, the change in unrealized losses on cash flow hedges, net of tax is reported as a component of other comprehensive income (loss) (OCI), and is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of change in fair value is recorded as a component of net income (loss) on the consolidated statements of operations. The Company discontinues hedge accounting for its cash flow hedges prospectively when it has determined that the hedging relationship has materially changed since its inception or when the hedging instrument is no longer considered highly effective at offsetting the hedged risk. If the hedged transaction is no longer probable of occurring, any gain or loss previously deferred in OCI will be immediately recognized into earnings. If hedge accounting is discontinued for any other reason, any previously deferred gain or loss will remain in OCI and amortized into earnings as the hedged transaction affects future earnings. For undesignated derivative instruments, the change in fair value is reported as a component of net income (loss) on the consolidated statements of operations. Fair Value of Financial Instruments Accounting Standards Codification (ASC) 820, Fair Value Measurement , defines fair value as the price at which an asset could be exchanged or a liability transferred in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or derived from such prices. Where observable prices or inputs are not available, valuation models are applied which may involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. See Note 15 , Fair Value Measurement . Deferred Financing Costs Financing costs incurred with securing a construction loan are recorded in the Company’s consolidated balance sheets as an offset to the construction loan and amortized over the contractual life of the loan to construction in progress using the effective interest method. Financing costs incurred with securing a term loan are recorded in the Company’s consolidated balance sheets as an offset to the term loan and amortized to interest expense in the Company’s consolidated statements of operations over the contractual life of the loan using the effective interest method. If the term loan has not been drawn on, financing costs incurred with securing the term loan are recorded in the Company’s consolidated balance sheets as an asset. Financing costs related to a revolving credit facility or a letter of credit facility are recorded in the Company’s consolidated balance sheets as an asset and amortized to interest expense in the Company’s consolidated statements of operations on a straight-line basis over the contractual term of the arrangement. Construction in Progress Construction in progress represents the accumulation of project development costs and construction costs, including the costs incurred for the purchase of major equipment such as turbines for which the Company has taken legal title, civil engineering, electrical and other related costs. Other capitalized costs include reclassified deferred development costs, amortization of intangible assets, amortization of deferred financing costs, capitalized interest and other costs required to place a project into commercial operation. Deferred development costs represent the accumulated costs of initial permitting, environmental reviews, land rights and obligations and preliminary design and engineering work. The Company expenses all project development costs until a project is determined to be technically feasible and likely to achieve commercial success, typically when a power purchase agreement has been negotiated. The Company begins capitalizing deferred development costs as a component of construction in progress on the date the project commences construction. Once the project achieves commercial operation, the Company reclassifies the amounts recorded in construction in progress to property, plant and equipment. Property, Plant and Equipment Property, plant and equipment represents the costs of completed and operational projects transferred from construction in progress, as well as other costs incurred for purchasing assets such as land, computer equipment and software, furniture and fixtures, leasehold improvements and other equipment. Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the respective assets’ useful lives. Wind farms for which construction began before 2011 are depreciated over 20 years and wind farms for which construction began after 2011 are depreciated over 25 to 30 years . Solar facilities are depreciated over 25 years . Transmission assets are depreciated over 50 years . The remaining assets are depreciated over two to five years . Improvements to property, plant and equipment deemed to extend the useful economic life of an asset are capitalized. Repair and maintenance costs are expensed as incurred. Intangible Assets and Intangible Liabilities Long-lived intangible assets and intangible liabilities primarily include power purchase agreements (PPAs), land easements, land options, tax savings and mining rights. PPAs obtained through acquisitions are valued as of the acquisition date and the difference between the contract price and the estimated fair value is recorded as an intangible asset or liability. If the contract price is higher than the estimated fair value, the Company will recognize an intangible asset. If the contract price is lower than the estimated fair value, the Company will recognize an intangible liability. Land easements, land options and mining rights are recognized at the carryover basis from the seller as their carrying costs approximate fair value. The Company generally amortizes PPAs using the straight-line method over the remaining term of the related PPA. The Company amortizes land easements, land options, tax savings and mining rights using the straight-line method over the term of their estimated useful lives, which represents the term of the land easements, land option, tax savings and mining rights agreements, ranging from approximately 12 to 50 years . The Company periodically evaluates whether events or changes in circumstances have occurred that indicate the carrying amount of long-lived intangible assets may not be recoverable, or information indicates that impairment may exist. Accounting for Impairment of Long-Lived Assets The Company periodically evaluates long-lived assets for potential impairment whenever events or changes in circumstances have occurred that indicate that impairment may exist, or the carrying amount of the long-lived asset may not be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable based on its estimated future undiscounted cash flows. An impairment loss is calculated based on the excess of the carrying value of the long-lived asset over the fair value of such long-lived asset, with the fair value determined based on an estimate of discounted future cash flows. If the Company meets the criteria for assets held for sale, to calculate the fair value of the assets less costs to sell, the Company considers factors including current sales prices and any recent legitimate offers. If the estimated fair value less costs to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less costs to sell. Due to uncertainties in the estimation process, it is possible that actual results could differ from the estimates used in the Company's historical analysis. The Company's assumptions about project sale prices require significant judgment because the current market is highly sensitive to changes in economic conditions. The Company estimates the fair values of assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in additional impairments if market conditions deteriorate. When assets are classified as held for sale, the Company does not continue to record depreciation or amortization for the respective assets. For the year ended December 31, 2018, the Company recognized impairment expense of $7 million related to the sale of the Company's Chilean entities. See Note 4 , Divested Operations. There was no impairment expense recognized for the years ended December 31, 2019 and 2017. Goodwill The Company records goodwill when the purchase price of an acquired business exceeds its fair value as of the acquisition date. Goodwill is not amortized, but is subject to an assessment for impairment at least annually in the fourth quarter or more frequently if events occur or circumstances change that will more likely than not reduce the fair value of the reporting unit below its carrying amount. The Company may first assess goodwill for qualitative factors to determine whether it is necessary to perform a quantitative impairment test. The qualitative analysis considers entity-specific and macroeconomic factors and their potential impact on the key assumptions used in the determination of the fair value of the reporting unit. A quantitative impairment test is performed if the results of the qualitative assessment indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or if a qualitative assessment is not performed. Quantitative tests compare the fair value of the asset to its carrying value. Variable Interest Entities VIEs are entities that do not qualify for a scope exception from the variable interest model and are therefore subject to consolidation under the variable interest model. An entity is considered to be a VIE if (1) the entity does not have enough equity to finance its own activities without additional support, (2) the entity’s at-risk equity holders lack the characteristics of a controlling financial interest, or (3) the entity is structured with non-substantive voting rights. ASC 810, Consolidation , defines the criteria for determining the existence of VIEs and provides guidance for consolidation. The Company consolidates VIEs where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. To the extent the entity does not meet the definition of a VIE, the ASC 810 guidance for voting interest entities (VOEs) is applied. The usual condition for a controlling financial interest, and therefore consolidation by the Company, is ownership of a majority voting interest of a corporation or a majority of kick-out rights for a limited partnership. To the extent the entity is not consolidated under the VIE or VOE models, the Company uses the equity method of accounting. These amounts are included in unconsolidated investments in the consolidated balance sheets. Acquisitions Accounting Standards Update (ASU) 2017-01, Clarifying the Definition of a Business (ASU 2017-01) provides a screen test to determine when a set of assets and activities should not be considered a business. Under ASU 2017-01, the Company will perform an initial screening test as of the acquisition date that, if met, results in the conclusion that the set is not a business. If the initial screening test is not met, the Company evaluates whether the set is a business based on whether there are inputs and a substantive process in place. The definition of a business impacts whether the Company consolidates an acquisition under business combination guidance or asset acquisition guidance. When the Company's acquisition is recognized as an equity method investment, the definition of a business impacts whether equity method goodwill can be recognized. Business Combinations The Company accounts for its business combinations by recognizing the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date. The purchase is accounted for using the acquisition method, and the fair value of purchase consideration is allocated to the tangible and intangible assets acquired and the liabilities assumed, based on their estimated fair values. Contingent consideration is also recognized and measured at fair value as of the acquisition date. The excess, if any, of the fair value of the purchase consideration over the fair values of the identifiable net assets is recorded as goodwill. Conversely, the excess, if any, of the net fair values of the identifiable net assets over the fair value of the purchase consideration is recorded as a gain. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates and assumptions are inherently uncertain, and as a result, actual results may differ from estimates. Significant estimates include, but are not limited to, future expected cash flows, useful lives and discount rates. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to either goodwill or gain, depending on whether the fair value of purchase consideration is in excess of or less than net assets acquired. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Transaction costs associated with business combinations are expensed as incurred. Asset Acquisitions When the Company acquires assets and liabilities that do not constitute a business or a VIE of which the Company is the primary beneficiary , the fair value of the purchase consideration, including the transaction costs of the asset acquisition, is assumed to be equal to the fair value of the net assets acquired. The purchase consideration, including the transaction costs, is allocated to the individual assets and liabilities assumed based on their relative fair values. Contingent consideration associated with the acquisition is generally recognized only when the contingency is resolved. No goodwill is recognized in an asset acquisition. When the Company acquires assets and liabilities that do not constitute a business but meet the definition of a VIE of which the Company is the primary beneficiary, the purchase is accounted for using the acquisition method described above for business combinations, except that no goodwill is recognized. To the extent that there is difference between the purchase consideration and the VIE's identifiable assets and liabilities recorded and measured at fair value, the difference is recognized as a gain or loss. Equity Method Investments When the Company acquires a noncontrolling interest in an entity where it is not the primary beneficiary, does not control any of the ongoing activities of the entity, and does not meet consolidation requirements of ASC 810 and ASU 2015-02 , Consolidation (Topic 810): Amendments to the Consolidation Analysis, the investment is initially recognized as an equity method investment at cost. Any difference between the cost of an investment and the amount of underlying equity in net assets of an investee are considered basis differences. Basis differences related to the property, plant and equipment are amortized over the estimated economic useful life of the underlying long-lived assets while basis differences related to the PPA are amortized over the remaining term of the PPA. Transactions costs associated with equity method investments are included in the investment. When the Company receives distributions in excess of the carrying value of its investment, and the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support, the Company recognizes such excess distributions as equity method earnings in the period the distributions occur. Additionally, when the Company's carrying value in an unconsolidated investment is zero and the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support, the Company will not recognize equity in earnings (losses) or equity in other comprehensive income of unconsolidated investments. When the investee subsequently reports income, the Company does not record its share of such income until it equals the amount of distributions in excess of the carrying value that were previously recognized in income and previously unrecognized losses. During the years ended December 31, 2019, 2018, and 2017, the Company had no such obligations, commitments or requirements to provide additional funding for unconsolidated investments with carrying values below zero during such years. Profits or losses related to intra-entity transactions with an equity method investment are eliminated until realized by the Company. As a result, equity income or loss reported on the Company's income statement for certain unconsolidated investments may differ from a mathematical calculation of net income or loss attributable to the Company's equity interest based upon the factor of its equity interest and the net income or loss attributable to equity owners as shown on investee companies' income statements. To the extent that cumulative comprehensive income exceeds cumulative distributions received, the Company records the distribution as distributions from unconsolidated investments on the Company's consolidated statements of cash flows within operating cash flows. All other distributions are recorded as distributions from unconsolidated investments on the Company's consolidated statements of cash flows within investing activities. Noncontrolling Interests Noncontrolling interests represent the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that is not allocable to the Company and is calculated based on ownership percentage, for applicable projects. For the noncontrolling interests in the Company’s Panhandle 1, Panhandle 2, Post Rock, Logan's Gap, Amazon Wind, Broadview Holdings, Stillwater, and Grady, the Company has determined that the operating partnership agreements do not allocate economic benefits pro rata to its two classes of investors and the appropriate methodology for calculating the noncontrolling interest balance that reflects the substantive profit sharing arrangement is a balance sheet approach using the hypothetical liquidation at book value (HLBV) method. Under the HLBV method, the amounts reported as noncontrolling interest in the consolidated balance sheets and consolidated statements of operations represent the amounts the third party would hypothetically receive at each balance sheet reporting date under the liquidation provisions of the operating partnership agreement assuming the net assets of the projects were liquidated at recorded amounts determined in accordance with U.S. GAAP and distributed to the investors. The noncontrolling interest in the results of operations and comprehensive income (loss) is determined as the difference in noncontrolling interests in the consolidated balance sheets at the start and end of each reporting period, after taking into account any capital transactions between the projects and the third party. The noncontrolling interest balances in the projects are reported as a component of equity in the consolidated balance sheets. Asset Retirement Obligation The Company records asset retirement obligations (AROs) for the estimated costs of decommissioning turbines, removing above-ground installations and restoring sites, at the time when a contractual decommissioning obligation is incurred. AROs represent the present value of the expected costs and timing of the related decommissioning activities. The ARO assets and liabilities are recorded in property, plant and equipment and other long-term liabilities, respectively, in the consolidated balance sheets. The Company records accretion expense, which represents the increase in the asset retirement obligations, over the remaining or operational life of the associated wind project. Accretion expense is recorded as cost of revenue in the consolidated statements of operations using accretion rates based on credit adjusted risk-free interest rates. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost, or income when the asset retirement cost is depleted. Accounting for Re-powering The Company's commitment to a plan to re-power a project represents the decision to abandon the existing long-lived asset. The decision to abandon a long-lived asset is viewed as an indicator of impairment, and as such a recoverability test is required. If the recoverability test indicates that the carrying value is not recoverable, the fair value of the existing asset is compared to its net carrying value. If the fair value of the asset is less than its net carrying value, an impairment expense for the difference is recorded. The remaining useful life of the existing asset represents the period between the date the Company is committed to a plan to abandon the asset and the removal date. Due to the change in useful life, the Company will revise the estimated future cash flows of the asset retirement obligation. As a result, the Company will accelerate depreciation expense and accretion expense. In 2018, the Company committed to a plan to repower its Gulf Wind facility, as such the Company performed a recoverability test. The Company passed the recoverability test and did not recognize an impairment. The Company revised the depreciable life for the portion of the Gulf Wind facility it expects to abandon by April 2020. Contingent Liabilities Contingent obligations that are acquired through business combinations are initially recorded at fair value on the date of acquisition while contingent obligations that are acquired through asset acquisitions are recorded when the contingency is resolved. Subsequent to the initial recognition of contingent obligations accounted for as a business combination, the Company accounts for these contingent obligations in a systematic and rational method in accordance with ASC 450, Contingencies. The Company’s contingent liabilities related to turbine availability warranties with turbine manufacturers and turbine availability guarantees associated with long-term turbine service arrangements are reported at net realizable value. Pursuant to these warranties and guarantees, if a turbine operates at less than minimum availability during the warranty or guarantee period, the manufacturer or service provider is obligated to pay, as liquidated damages, an amount for each percent that the turbine operates below the minimum availability threshold at the end of the warranty period. However, the Company does not recognize liquidated damages that remain contingent until the end of the warranty period. In addition, pursuant to certain of these warranties and guarantees, if a turbine operates at more than a specified availability during the warranty or guarantee period, the Company has an obligation to pay a bonus to the turbine manufacturer or service provider at the end of the warranty period. The Company records contingent liabilities at each reporting period associated with these bonuses expected to be paid at the end of the warranty period. Contract Liability Contract liability presented on the consolidated balance sheets represents advance payments the Company has received under a power purchase agreement. As the power purchase agreement is an operating lease, the advanced lease payments will be recorded as lease revenue on a straight-line basis over the 25-year term of the agreement. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, trade receivables, reimbursable interconnection costs and derivative instruments. The Company’s cash and cash equivalents are with high quality institutions. The Company has exposure to credit risk to the extent cash and cash equivalent balances, including restricted cash, exceed amounts covered by federal deposit insurance; however, the Company believes that its credit risk is immaterial. In addition, reimbursable interconnection costs are with large creditworthy utility companies and the Company’s derivative instruments are placed with counterparties that are creditworthy institutions. The Company generally does not require collateral. Although PG&E and PREPA, offtakers for Hatchet Ridge and Santa Isabel, respectively, have filed for reorganization and debt restructuring, the Company has assessed and determined that trade receivables at Hatchet Ridge and Santa Isabel were not impaired as of December 31, 2019. The table below presents significant customers who accounted for greater than 10% of total revenue, PREPA and PG&E for the years ended December 31, 2019 , 2018 and 2017 : Year ended December 31, 2019 2018 2017 Revenue Revenue Revenue PG&E 4.9 % 5.3 % 6.8 % PREPA 4.0 % 4.1 % 4.2 % San Diego Gas & Electric 11.4 % 12.2 % 13.4 % Southern California Edison Company 11.1 % 11.9 % 5.8 % Revenue Recognition The Company sells electricity and r |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenues from contracts with customers are recognized when control of promised goods and services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table presents the Company's total revenue recognized and, for revenue from contracts with customers, disaggregated by revenue sources (in millions): Year ended December 31, 2019 2018 2017 (1) Revenue from contracts with customers Electricity sales Electricity sales under PSA (2) $ 486 $ 74 $ 65 Electricity sales to market 22 14 21 Stand-alone REC sales 7 7 7 Electricity sales from contracts with customers 515 95 93 Other revenue Related party management service fees 9 8 7 Other revenue from contracts with customers 9 8 7 Total revenue from contracts with customers 524 103 100 Other electricity sales (3) 2 369 309 Other revenue 15 11 2 Total revenue $ 541 $ 483 $ 411 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method as a result of the Company's adoption of ASC 606. (2) Includes contracts accounted for under ASC 606 beginning in January 1, 2019 as a result of the adoption of ASC 842. (3) Includes revenue from PSAs accounted for as leases prior to the adoption of ASC 842 and energy hedge contracts. Electricity Sales The Company generates revenues primarily by delivering electricity to customers under PSAs and market participants. The revenues are primarily determined by the price of the electricity under the PSAs or market price multiplied by the amount of electricity that the Company delivers. The Company transfers control of the electricity over time and the customer simultaneously receives and consumes the benefits provided by the Company's performance as it performs. Accordingly, the Company has concluded that the sale of electricity over the term of the agreement represents a series of distinct goods that are substantially the same and that have the same pattern of transfer to the customer. Each distinct transfer of electricity in MWh that the Company promises to transfer to the customer meets the criteria to be a performance obligation satisfied over time. The electricity sales are recognized based on an output measure, as each MWh is delivered to the customers. The Company recognizes revenue based on the amount metered and invoiced on the basis of the contract prices multiplied by MWh delivered. The Company does not determine the total transaction price at contract inception, allocate the transaction price to performance obligations, or disclose the value of the variable portion of the remaining performance obligations for contracts for which it recognizes revenue as invoiced. Renewable Energy Credits Sales Each promise to deliver RECs is a distinct performance obligation that is satisfied at a point in time as none of the criteria are met to account for such promise as performance obligation satisfied over time. The Company either delivers RECs with electricity under PSAs or on a standalone basis (in a contract that does not include electricity). When RECs are sold on a standalone basis, the revenue related to the RECs is recognized at the point in time at which control of the energy credits is transferred to customers. RECs delivered under PSAs with electricity are immaterial in the context of the contracts with customers and therefore not separately accounted for. Remaining performance obligations represent the transaction price of standalone RECs for which RECs have not been delivered to the customer's account. The transaction price is determined on the basis of the stated contract price multiplied by RECs to be delivered. As of December 31, 2019 , approximately $13 million of revenue is expected to be recognized from remaining performance obligations associated with existing contracts for the standalone sale of RECs. The Company expects to recognize revenue on approximately 85% of these remaining performance obligations over the next 24 months, with the balance recognized thereafter. Related Party Management Service Fees Related party revenue management service fees represent revenue recognized from the services provided by the Company, under Management, Operations and Maintenance Agreements (MOMAs) and Project Administration Agreements (PAAs) with certain wind farms that are consolidated subsidiaries of Pattern Development Companies or entities the Company accounts for as equity investments. Under these agreements, the Company provides services to the various wind farms, typically for a fixed annual fee payable in monthly installments, which escalates with the consumer price index (CPI) on an annual basis. The services provided by the Company to the wind farm under the agreement each month represent a single performance obligation, which is delivered to the project over time and is invoiced at a fixed price per month and will be recognized over time as invoiced to the respective wind farm. Remaining performance obligations represent the fixed monthly installments for which services have not been performed. The transaction price is determined on the basis of the stated contract price. Transaction Price Allocated to the Remaining Performance Obligations The Company expects to recognize revenue under PSAs and related party management service fees in the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted as of December 31, 2019 (in millions): Amount 2020 $ 67 2021 67 2022 66 2023 66 2024 66 Thereafter 200 Total $ 532 Contract Balances The Company did not record any contract assets as none of its right to payment was subject to something other than passage of time. The Company, generally, does not record any contract liabilities as it recognizes revenue only at the amount to which it has the right to invoice for the electricity and RECs delivered; therefore, there are no advanced payments or billings in excess of electricity or RECs delivered. However, for one PSA, the Company has a contract liability related to amounts received in advance from the PSA customer for access to the switchyard required in the delivery of electricity. As of December 31, 2019 , revenue expected to be recognized from remaining contract liability is approximately $ 1 million per year for 2020 through 2024 and $ 21 million thereafter. The Company recognized $ 1 million as revenue for the year ended December 31, 2019 |
Divested Operations
Divested Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divested Operations | Divested Operations Chilean Sale On May 21, 2018, the Company, through its indirect wholly-owned subsidiaries, entered into a stock purchase agreement with a third party pursuant to which the Company agreed to sell, and the buyer agreed to purchase, certain subsidiaries which hold approximately a 71% interest in El Arrayán Wind and assets and rights relating to ownership and operation of an extension of the trunk transmission system in Chile (Chilean Sale). El Arrayán Wind is a wind electric generation facility located approximately 400 kilometers north of Santiago on the coast of Chile in which the Company had an owned interest of approximately 81 megawatts (MW). On August 20, 2018, the Company completed the Chilean Sale for cash proceeds of $70 million . The Company measured impairment expense as the difference between the carrying amount of the net assets and fair value less estimated costs to sell. As a result, the Company recorded a total impairment expense of $7 million for the year ended December 31, 2018 in the consolidated statements of operations. There was no impairment expense related to the Chilean Sale for the year ended December 31, 2017. The operating results of El Arrayán Wind were included on the consolidated statements of operations through the date of sale. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions All acquisitions completed during 2019 and 2018 were in alignment with the Company's strategy to expand its portfolio of power generating projects. Henvey Inlet Acquisition On October 25, 2019, a subsidiary of the Company acquired (1) a 49.99% limited partnership interest in Henvey Inlet, (2) a 49.99% limited partnership interest in HIW Property Holdings LP, (3) 100% of the issued and outstanding shares of Pattern Henvey Inlet GP Holdings Inc., which owns 50% of the issued and outstanding shares of Henvey Inlet Wind GP Inc., which owns a 0.02% general partnership interest in Henvey Inlet, (4) 50% of the issued and outstanding shares of HIW Property Holdings GP Inc., which owns a 0.02% general partnership interest in HIW Property Holdings LP and (5) two promissory notes receivable issued by Nigig Power Corporation. The Company paid aggregate consideration of $172 million , net of cash acquired, and assumed $724 million of debt. Henvey Inlet operates the approximately 300 MW wind project located on the Henvey Inlet First Nation Reserve No. 2, in Ontario, Canada, which commenced commercial operation in the third quarter of 2019. HIW Property Holdings LP owns real estate along Henvey Inlet's transmission line. Nigig Power Corporation, a wholly-owned subsidiary of Henvey Inlet First Nation, are joint venture partners and own the remaining interests. The identifiable assets, operating contracts and liabilities assumed for the Henvey Inlet acquisition were recorded at fair value, which corresponded to the sum of the cash purchase price and the fair value of the other investors' noncontrolling interests. The noncontrolling interest was recorded at fair value estimated using the purchase price paid by such noncontrolling interest pursuant to the purchase and sale agreement. Henvey Inlet was determined to be a VIE, for which the Company is the primary beneficiary. The Company incurred transaction related expenses of less than $1 million which were recorded in net earnings (loss) on transactions in the consolidated statements of operations for the year ended December 31, 2019. Of the $172 million purchase price, the Company paid $78 million for the two promissory notes receivable which represented face value plus accrued interest. The promissory notes accrue interest at 10% per annum and are expected to be paid by September 30, 2025. The promissory notes were recognized at fair value. Grady Acquisition On October 10, 2019, the Company acquired a 51% ownership interest in Grady B Member LLC, which owns 100% of the Class B Units in Grady Energy Holdings LLC, which owns 100% of the membership interests in Grady for aggregate consideration of $84 million, net of cash acquired. Grady operates the approximately 220 MW wind project located in Curry County, New Mexico, which commenced commercial operation in the third quarter of 2019. PSP Investments purchased the remaining 49% ownership interest in Grady B Member LLC for $96 million . The identifiable assets, operating contracts and liabilities assumed for Grady were recorded at fair value, which corresponded to the sum of the cash purchase price and the fair value of the other investors' noncontrolling interests. The noncontrolling interest was recorded at fair value estimated using the purchase price paid by such noncontrolling interest pursuant to the purchase and sale agreement. Grady B Member LLC was determined to be a VIE, for which the Company is the primary beneficiary. The Company incurred transaction related expenses of $1 million which were recorded in net earnings (loss) on transactions in the consolidated statements of operations for the year ended December 31, 2019. The Company consolidates Grady and reports its 51% of the Class B membership interest as controlling equity; and 49% of the Class B membership interest as noncontrolling interest combined with another acquired noncontrolling interest totals $ 295 million . Stillwater Acquisition On November 20, 2018, a subsidiary of the Company acquired 100% of Stillwater Wind LLC, an 80 MW wind project located in Stillwater County, Montana, for a total consideration of $111 million , net of cash acquired, in addition to $1 million of capitalized transaction-related expenses. PSP Investments and Allianz Renewable Energy Partners of America, LLC, whom are noncontrolling interests, contributed $95 million of the total consideration. The fair value of the purchase consideration, including transaction-related expenses of the asset acquisition, is allocated to the relative fair value of the individual assets, operating contracts and liabilities assumed. No gain or loss was recognized upon acquisition. MSM Acquisition On August 10, 2018, the Company subscribed for (1) a 51% limited partnership interest in MSM LP Holdings LP, which holds 99.98% of the economic interests in MSM. MSM operates the approximately 143 MW wind project located in the Chaudière-Appalaches region south of Québec City, Canada, which achieved commercial operation in the first quarter of 2018. The Company also acquired (1) 70% of the issued and outstanding shares in the capital of Pattern MSM GP Holdings Inc. and (2) 70% of the issued and outstanding shares in the capital of Pattern Development MSM Management ULC from Pattern Energy Group LP for aggregate consideration of $31 million , net of cash acquired. MSM was determined to be a VIE, for which the Company is the primary beneficiary. The Company recorded the fair value of the individual assets, operating contracts and liabilities of the VIE, which did not meet the definition of a business. The noncontrolling interest was recorded at fair value estimated using the purchase price paid by PSP Investments pursuant to the purchase and sale agreement. No gain or loss was recognized upon acquisition. The Company incurred transaction-related expenses of $1 million which were recorded in net earnings (loss) on transactions in the consolidated statements of operations for the year ended December 31, 2018. Japan Acquisitions On March 7, 2018, the Company acquired (1) Tsugaru Holdings, which owns a 122 MW wind project company located in Aomori Prefecture, Japan that is expected to commence commercial operations in early to mid-2020; (2) Ohorayama, a 33 MW wind project company located in Kochi Prefecture, Japan that commenced commercial operations in March 2018; (3) Kanagi, a 10 MW solar project company located in Shimane Prefecture, Japan that commenced commercial operations in 2006; (4) Otsuki, a 12 MW wind project company located in Kochi Prefecture, Japan that commenced commercial operations in 2006; and (5) Futtsu, a 29 MW solar project company located in Chiba Prefecture, Japan that commenced commercial operations in 2016 (collectively referred to as the Japan Acquisition) for total consideration of $264 million , net of cash acquired, of which $106 million is a contingent payment. As part of the acquisition, the Company also assumed $181 million of debt. The Company incurred transaction related expenses of $1 million which were recorded in net earnings (loss) on transactions in the consolidated statements of operations for the year ended December 31, 2018. Contingent purchase consideration with a fair value of $103 million , subject to foreign currency exchange rate changes, is contingent upon term conversion of the Tsugaru construction loan or the commencement of commercial operations of Tsugaru. Both the term loan conversion and commencement of commercial operations are expected to occur in 2020. U pon the term conversion of the Ohorayama construction loan in June 2018, the Company was obligated to make a $3 million payment, subject to foreign currency exchange rate changes, to Pattern Energy Group LP. The Company paid this consideration in July 2018 . See Note 15 , Fair Value Measurement for further discussion on the fair value of the contingent consideration. The Company recorded the fair value of the individual assets, operating contracts and assumed liabilities of the Japan acquisition. The noncontrolling interest was recorded at fair value estimated using a projected cash flow stream of distributable cash, discounted to present value with a discount rate reflecting the cost of equity adjusted for control premium. Deferred tax liabilities were established as part of acquisition accounting due to temporary tax to book basis differences as a result of the step up in fair value related to property, plant and equipment, which established goodwill for $60 million . The valuation of certain assets and liabilities in the Japan Acquisition is final as of December 31, 2018. The Japan Acquisition provides the Company with an established presence in Japan to support future growth plans and provides diversification which is of benefit to the risk profile of the Company's overall operating project portfolio. The aggregate purchase prices of the acquisitions were allocated as follows (in millions): December 31, 2019 2018 Henvey Inlet (1) (3) Grady (1) (3) Japan Acquisition (1) MSM (2) Stillwater (2) Purchase price Cash paid for acquisitions, net of cash and restricted cash acquired $ 172 $ 84 $ 158 $ 31 $ 111 Contingent consideration — — 106 — — $ 172 $ 84 $ 264 $ 31 $ 111 Allocation Property, plant and equipment, net $ 645 $ 332 $ 269 $ 270 $ 120 Construction in progress — — 179 — — Notes receivable 80 — — — — Intangibles 533 67 103 — — Goodwill — — 60 — — Other assets acquired 30 7 20 38 4 Debt (724 ) — (181 ) (196 ) — Deferred tax liabilities — — (65 ) — — Contract liability — — — (29 ) — Other liabilities assumed (206 ) (27 ) (110 ) (14 ) (13 ) Assets and liabilities assumed before noncontrolling interests 358 379 275 69 111 Less: noncontrolling interests (186 ) (295 ) (11 ) (38 ) — Total consideration allocated to acquired assets and liabilities $ 172 $ 84 $ 264 $ 31 $ 111 (1) Business Combination (2) Asset Acquisition (3) The fair value estimates and assumptions for the assets acquired and liabilities assumed are subject to change as additional information is obtained for the estimates during the measurement period (up to one year from the acquisition date). Supplemental pro forma data (unaudited) Grady and Henvey Inlet commenced operations in August and September 2019, respectively. Therefore, pro forma data for Grady and Henvey Inlet have not been provided as there is no material difference between pro forma data that give effects to the acquisitions of Grady and Henvey Inlet as if they had occurred on January 1, 2018 and the actual data reported for the year ended December 31, 2019. Ohorayama commenced operations in March 2018 and until approximately one week before the Company's acquisition, Ohorayama was still under construction. In addition, Tsugaru is expected to commence commercial operations in early to mid-2020. Therefore, pro forma data for Ohorayama and Tsugaru have not been provided as there is no material difference between pro forma data that give effects to the these acquisitions as if they had occurred on January 1, 2017 and the actual data reported for the years ended December 31, 2018 and 2017. The unaudited pro forma statement of operations data below gives effect to the acquisition of Kanagi, Otsuki and Futtsu as if they had occurred on January 1, 2017. The pro forma net loss for the year ended December 31, 2018 was adjusted to exclude nonrecurring transaction related expenses of $1 million . The unaudited pro forma data is presented for illustrative purposes only and is not intended to be indicative of actual results that would have been achieved had these acquisitions been consummated as of January 1, 2017. The unaudited pro forma data should not be considered representative of the Company’s future financial condition or results of operations. Year ended December 31, Unaudited pro forma data (in millions) 2018 2017 Pro forma total revenue $ 487 $ 435 Pro forma total expenses 556 520 Pro forma net loss (69 ) (85 ) Less: pro forma net loss attributable to noncontrolling interest (211 ) (65 ) Pro forma net income (loss) attributable to Pattern Energy $ 142 $ (20 ) Consolidated Statements of Operations Impact of Business Combinations The following table presents the amounts included in the consolidated statements of operations for all business combinations, since their respective dates of acquisition (in millions): Year ended December 31, 2019 December 31, 2018 Henvey Inlet Grady Japan Acquisition Japan Acquisition Total revenue 18 11 36 33 Total expenses 13 9 52 34 Net income (loss) 5 2 (16 ) (1 ) Less: net income (loss) attributable to noncontrolling interest 2 (2 ) 1 1 Net income (loss) attributable to Pattern Energy 3 4 (17 ) (2 ) |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The following presents the categories within property, plant and equipment (in millions): December 31, 2019 2018 Operating wind farms $ 5,986 $ 4,972 Transmission line 94 94 Furniture, fixtures and equipment 19 16 Land 4 — Subtotal 6,103 5,082 Less: accumulated depreciation (1,285 ) (963 ) Property, plant and equipment, net $ 4,818 $ 4,119 The Company recorded depreciation expense related to property, plant and equipment of $310 million , $245 million and $195 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Liability and Goodwill | Intangible Assets and Liabilities and Goodwill The following presents the major components of the long-lived intangible assets and liabilities (in millions): December 31, 2019 Weighted Average Remaining Life Gross Accumulated Amortization Net Intangible assets Power purchase agreement 19 $ 819 $ (49 ) $ 770 Industrial revenue bond tax savings 24 22 (1 ) 21 Other intangible assets 31 19 (2 ) 17 Total intangible assets $ 860 $ (52 ) $ 808 Intangible liabilities Power purchase agreement 13 60 (16 ) 44 Total intangible liabilities $ 60 $ (16 ) $ 44 December 31, 2018 Weighted Average Remaining Life Gross Accumulated Amortization Net Intangible assets Power purchase agreement 15 $ 225 $ (31 ) $ 194 Industrial revenue bond tax savings 23 13 (1 ) 12 Other intangible assets 33 14 (1 ) 13 Total intangible assets $ 252 $ (33 ) $ 219 Intangible liability Power purchase agreement 14 $ 60 (13 ) $ 47 Leasehold interest 22 9 — 9 Total intangible liabilities $ 69 $ (13 ) $ 56 Amortization of the PPA asset and PPA liability is reflected in electricity sales in the consolidated statements of operations, which resulted in net reduction of approximately $15 million , $9 million and $4 million in electricity sales for the years ended December 31, 2019 , 2018 and 2017 , respectively. For the years ended December 31, 2019 , 2018 and 2017 , the Company recorded amortization expense of $ 1 million, less than $1 million and less than $1 million related to other intangible assets in depreciation, amortization and accretion in the consolidated statements of operations. As a result of the Japan Acquisition, the Company recorded a $103 million intangible PPA asset resulting from market prices that are lower than the contractual prices. In addition, the Company recorded a $9 million intangible leasehold interest liability, as a result of higher market prices compared to the contractual prices. The acquisition of Grady provided for future property tax savings as a result of the issuance of industrial revenue bonds during construction of Grady. The Company considered the future tax savings an intangible asset and calculated the fair value of the asset at the acquisition date. The tax savings was calculated by forecasting the difference between the property tax payments that Grady would be liable for if the industrial revenue bond structure was not in place and the actual payments in lieu of tax. The fair value of the property tax savings was $10 million , and recorded to intangible assets, net on the consolidated balance sheets at the acquisition date. Such value will be amortized to depreciation, amortization and accretion in the consolidated statements of operations over the 26 year exemption period that remains as of the acquisition date. The Company recorded less than $1 million of amortization expense related to industrial revenue bond tax saving intangible asset in depreciation, amortization and accretion in the consolidated statements of operations. In addition, as a result of the acquisition of Grady, the Company recorded a $57 million intangible PPA asset resulting from market prices that are lower than the contractual prices. As a result of the acquisition of Henvey Inlet, the Company recorded a $532 million intangible PPA asset resulting from market prices that are lower than the contractual prices. To encourage participation by Ontario's First Nation communities, the government of Ontario created a feed-in tariff program which would increase contractual PPA prices for any project having a certain minimum First Nation ownership. As Henvey Inlet First Nation are joint venture partners in Henvey Inlet, the PPA at Henvey Inlet is eligible for the feed-in tariff pricing. The following table presents estimated future amortization for the next five years related to intangible assets and liabilities (in millions). The sum of estimated future amortization in the following table may differ from intangible assets and liabilities balances due to rounding. Year ended December 31, Power Purchase Agreements, Net Industrial Revenue Bond Tax Savings Other Intangible Assets 2020 $ 39 $ 1 $ 1 2021 39 1 1 2022 39 1 1 2023 39 1 1 2024 39 1 1 Thereafter 530 13 16 Goodwill In connection with the Japan Acquisition, the Company recognized goodwill of approximately $60 million , which was allocated to the operating business reporting segment. The following table presents a reconciliation of the beginning and ending carrying amounts of goodwill (in millions): Total Balances at December 31, 2018 $ 58 Foreign currency translation adjustment — Balances at December 31, 2019 $ 58 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2019 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company consolidates VIEs in which it holds a variable interest and is the primary beneficiary. The Company has determined certain subsidiaries related to Amazon Wind, Belle River, Broadview, Grady, Gulf Wind, Henvey Inlet, Logan's Gap, MSM, North Kent, Panhandle 1, Panhandle 2, Post Rock and Stillwater are VIEs and as the managing member of the respective partnerships, it is the primary beneficiary by reference to the power and benefits criterion under ASC 810, Consolidation . The Company considered responsibilities within the contractual agreements, which grant it the power to direct the activities of the VIE that most significantly impact the VIE's economic performance. Such activities include management of the wind farms' operations and maintenance, budgeting, and establishing policies and procedures. In addition, the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIEs on the basis of the income allocations and cash distributions. The Company’s equity method investment in Pattern Development is considered to be a VIE primarily because the total equity at risk is not sufficient to permit Pattern Development to finance its activities without additional subordinated financial support by the equity holders. The Company does not hold the power or benefits to be the primary beneficiary and does not consolidate the VIE. The carrying value of its unconsolidated investment in Pattern Development was $127 million as of December 31, 2019 . The Company's maximum exposure to loss is equal to the carrying value of its investment in Pattern Development. The following table summarizes the carrying amounts of major consolidated balance sheet items for consolidated VIEs as of December 31, 2019 and 2018 (in millions). All assets (excluding deferred financing costs, net and long-lived intangible assets, net) and liabilities included in the consolidated VIE presented below are (1) assets that can be used only to settle obligations of the VIE or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary. December 31, 2019 2018 Assets Current assets: Cash and cash equivalents $ 52 $ 36 Restricted cash — 4 Trade receivables 41 13 Prepaid expenses 5 6 Notes receivable, current 1 — Other current assets 24 2 Deferred financing costs, current, net 1 — Total current assets 124 61 Restricted cash 55 3 Note receivable 8 — Major construction advances 38 — Construction in progress 32 1 Property, plant and equipment, net 3,208 2,156 Unconsolidated investments 59 — Deferred financing costs, net 4 2 Intangible assets, net 609 12 Other assets 16 12 Total assets $ 4,153 $ 2,247 Liabilities Current liabilities: Accounts payable and other accrued liabilities $ 35 $ 27 Accrued construction costs 74 1 Derivative liabilities, current 5 — Current portion of long-term debt, net 106 4 Other current liabilities 9 5 Asset retirement obligations, current 21 — Total current liabilities 250 37 Long-term debt, net 856 149 Derivative liabilities 27 — Intangible liability, net 44 48 Asset retirement obligations 89 57 Other long-term liabilities 63 36 Contract liability 27 26 Total liabilities $ 1,356 $ 353 |
Unconsolidated Investments
Unconsolidated Investments | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unconsolidated Investments | Unconsolidated Investments The Company's unconsolidated investments consist of the following for the periods presented below (in millions, except for percentages): December 31, Percentage of Ownership December 31, 2019 2018 2019 2018 Belle River $ 34 $ — 22 % — % North Kent 25 — 35 % — % South Kent (1) — 5 50 % 50 % Grand (1) — 5 45 % 45 % Armow 112 116 50 % 50 % Pattern Development 127 144 29 % 29 % Unconsolidated investments $ 298 $ 270 (1) Refer to "Suspension of Equity Method Accounting" below for details. Acquisition of Belle River On August 2, 2019, Belle River LP Holdings LP (New BR LP), on behalf of the Company and PSP Investments, as a noncontrolling interest, entered into and consummated a purchase and sale agreement with Pattern Energy Group LP to acquire its 42.5% interest in Belle River, 100% interest in Pattern Belle River GP Holdings Inc. and certain other assets including a loan receivable for $37 million . Belle River is a joint venture wind farm development which operates under a 20 -year PPA and commenced commercial operation in September 2017. Of the $37 million purchase price, the Company paid $16 million for a 21.7% ownership interest in Belle River and $2 million for the loan receivable while PSP Investments contributed $17 million for a 20.8% ownership in Belle River and $2 million for the loan receivable. The $4 million loan receivable is recorded in other assets on the consolidated balance sheets of the Company. On the acquisition date, the Company determined the fair value of the identifiable assets and assumed liabilities in accordance with ASC 805, Business Combinations (ASC 805). The resulting fair values were compared to the assets and liabilities recorded in Belle River, and a basis difference of $7 million , which was primarily attributable to the PPA, was determined. The Company will amortize the basis difference attributable to the PPA over its contractual life. New BR LP, which is consolidated by the Company, accounts for its investment in Belle River under the equity method of accounting because it has significant influence over Belle River. The Company's owned capacity in Belle River is 22 MW. Acquisition of North Kent On August 2, 2019, the Company entered into and consummated a purchase and sale agreement (NK PSA) with Pattern Energy Group LP to acquire its 100% interest in Pattern North Kent Wind 1 GP Holdings Inc. and North Kent Wind 1 LP Holdings LP (New NK LP) and certain other assets, including a loan receivable for $26 million . Per the NK PSA, the Company indirectly acquired New NK LP's 35% interest in North Kent. North Kent is a joint venture wind farm development which operates under a 20 -year PPA and commenced commercial operation in February 2018. Of the $26 million purchase price, the Company paid $3 million for a loan receivable that is recorded in other assets on the consolidated balance sheets of the Company. On the acquisition date, the Company determined the fair value of the identifiable assets and assumed liabilities in accordance with ASC 805. The resulting fair values were compared to the assets and liabilities recorded in North Kent, and a basis difference of $13 million , which was primarily attributable to the PPA, was determined. The Company will amortize the basis difference attributable to the PPA over its contractual life. New NK LP, which is consolidated by the Company, accounts for its investment in North Kent under the equity method of accounting because it has significant influence over North Kent. The Company's owned capacity in North Kent is 35 MW. The Company determined that the acquisition of NK LP did not constitute a business combination as NK LP is a holding company which owns an equity method investment in North Kent. South Kent The Company is a noncontrolling investor in a joint venture established to develop, construct, and own a wind power project located in Ontario, Canada. The project has a 20 -year PPA, and commenced commercial operation in March 2014. Grand The Company is a noncontrolling investor in a joint venture established to develop, construct, and own a wind power project located in Ontario, Canada. The project has a 20 -year PPA and commenced commercial operation in December 2014. Armow The Company is a noncontrolling investor in a joint venture established to develop, construct, and own a wind power project located in Ontario, Canada. The project has a 20 -year PPA, and commenced commercial operation in December 2015. Pattern Development Under the Second Amended and Restated Agreement of Limited Partnership of Pattern Development, the Company has the right to contribute up to $300 million to Pattern Development in order to secure and retain up to a 29% ownership interest in the partnership. As of December 31, 2019 , the Company has funded approximately $190 million in aggregate and holds an approximately 29% ownership interest in Pattern Development. The Company is a noncontrolling investor in Pattern Development, but has significant influence over Pattern Development. Accordingly, the investment is accounted for under the equity method of accounting. The Company's initial investment in Pattern Development of $60 million was approximately $41 million higher than the Company's underlying equity in the net assets of Pattern Development at the time of the initial funding. This equity method basis difference was primarily attributable to equity method goodwill. Suspension of Equity Method Accounting When the Company receives distributions in excess of the carrying value of its investment and the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support, the Company will: 1) suspend recognition of equity method earnings (losses); 2) record such excess distributions as earnings (loss) in unconsolidated investments, net in the period the distributions occur; and 3) suspend equity in earnings (losses) or equity in other comprehensive income of unconsolidated investments, if applicable. During 2019, the Company's unconsolidated investments in South Kent and Grand were in suspension. As of December 31, 2019 , the Company's unconsolidated investment for South Kent and Grand was zero . In accordance with ASC 323, Investments - Equity Method and Joint Ventures , the Company suspended recognition of South Kent and Grand's equity method earnings until such time that either cumulative equity method earnings exceed cumulative distributions received and cumulative equity method earnings (losses). As the Company has no explicit or implicit commitment to fund losses at the unconsolidated investments, the Company recorded distributions received in excess of the carrying amount of its unconsolidated investments as gains. For the year ended December 31, 2019 , earnings in unconsolidated investments, net as reported on the consolidated statements of operations attributable to South Kent and Grand included $125 million and $17 million , respectively, in distributions received in excess of the carrying amount of the Company's investment. During the suspension period, the Company maintains a memo ledger that records the components of the suspended activity. As of December 31, 2019 , the memo ledger balance was made up of (1) distributions received from South Kent and Grand of $125 million and $17 million , respectively, in excess of the carrying amount of the Company's unconsolidated investment and (2) earnings from South Kent and Grand of $12 million and $4 million , respectively, in excess of the carrying amount. Basis Amortization of Unconsolidated Investments The cost basis of the net assets of the investment may be different than the Company's proportional interest in the equity of the investee. On the acquisition date, the Company determines the fair value of the identifiable assets and assumed liabilities in accordance with ASC 805, Business Combinations . The resulting fair values are compared with the assets and liabilities recorded in the investee's financial statements, and the resulting difference is basis difference. Basis differences for the Company's investments were primarily attributable to property, plant and equipment, PPAs, and equity method goodwill. The Company amortizes the basis difference attributable to property, plant and equipment, and PPAs over their useful life and contractual life, respectively. The Company does not amortize equity method goodwill. For the years ended December 31, 2019 , 2018 and 2017 , the Company recorded basis difference amortization for its unconsolidated investments of approximately $7 million , $11 million and $11 million , respectively, in earnings in unconsolidated investments, net on the consolidated statements of operations. |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Asset Retirement Obligations The Company’s asset retirement obligations represent the estimated cost of decommissioning the turbines, removing above-ground installations and restoring sites at the end of their estimated economic useful life. In the third quarter of 2018, the Company committed to a plan to re-power its Gulf Wind project by the end of 2020. In connection with the decision to repower the facility and accelerate decommissioning of the existing facilities, the Company received updated cost information. This initiated a new decommissioning cost study for which the Company revised its estimated future cash flows to reflect the updated costs and timing for its asset retirement obligations. The Company recognized the revision by increasing the carrying amount of the liability for the asset retirement obligation and the carrying amount of the related property, plant and equipment. The change in estimate did not result in any charge to net income (loss) for the year ended December 31, 2018. The following table presents a reconciliation of the beginning and ending aggregate carrying amounts of asset retirement obligations (in millions): December 31, 2019 2018 Beginning asset retirement obligations $ 209 $ 57 Net additions during the year (1) 49 67 Foreign currency translation adjustment 1 (2 ) Divested operations — (3 ) Revision in estimated cash flows (4 ) 85 Accretion expense 8 5 Ending asset retirement obligations $ 263 $ 209 (1) Reflects non-cash additions due to acquisitions and construction during the years ended December 31, 2019 and 2018. See Note 5 , Acquisitions , for discussion of acquisitions. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt consists of the following for periods presented below (in millions, except for percentages): December 31, 2019 December 31, Contractual Interest Rate Effective Interest Rate 2019 2018 Maturity Corporate-level Corporate Revolving Credit Facility $ 75 $ 198 varies (1) 3.84 % November 2022 Term Loan 250 — varies (7) 3.00 % July 2022 2020 Notes 225 225 4.00 % 6.60 % July 2020 2024 Notes 350 350 5.88 % 5.88 % February 2024 Project-level Fixed interest rate Santa Isabel term loan 96 100 4.57 % 4.57 % September 2033 Mont Sainte Marguerite-Med Term Loan 60 62 3.97 % 3.97 % December 2029 Mont Sainte Marguerite-Long Term loan 97 93 5.04 % 5.04 % June 2042 Henvey Inlet 77 — 4.20 % (8) 4.20 % December 2038 Variable interest rate Henvey Inlet 646 — varies (8) 4.35 % March 2037 Gulf Wind Construction Loan 82 — 5.50 % 5.50 % December 2020 Japan Credit Facility 25 25 varies (5) 1.82 % August 2022 Ocotillo commercial term loan 268 281 3.44 % 4.04 % (3) June 2033 St. Joseph term loan (2) 151 152 3.83 % 4.09 % (3) November 2033 Western Interconnect term loan (6) 90 52 3.49 % 4.37 % (3) August 2034 Meikle term loan (2) 244 239 3.48 % 3.85 % (3) May 2024 Futtsu term loan 71 75 1.07 % 1.86 % (3) December 2033 Ohorayama term loan 90 93 0.87 % 1.50 % (3) February 2036 Tsugaru Term Loan 297 131 0.72 % 0.72 % (3) March 2038 Tsugaru Holdings Loan Agreement 61 59 3.13 % 3.13 % July 2022 Imputed interest rate Hatchet Ridge financing lease obligation 80 88 1.43 % 1.43 % December 2029 Hatchet Ridge financing equity obligation 88 92 1.43 % 1.43 % December 2032 3,423 2,315 Unamortized premium/discount, net (4) — (11 ) Unamortized financing costs (22 ) (21 ) Total debt, net $ 3,401 $ 2,283 As reflected on the consolidated balance sheets Revolving credit facility, current $ 75 $ 198 Revolving credit facility 25 25 Current portion of long-term debt, net of financing costs 414 56 Long term debt, net of financing costs 2,887 2,004 Total debt, net $ 3,401 $ 2,283 (1) Refer to Corporate Revolving Credit Facility for interest rate details. (2) The amortization for the St. Joseph term loan and the Meikle term loan are through September 2036 and December 2038, respectively, which differs from the stated maturity date of such loans due to prepayment requirements. (3) Includes impact of interest rate swaps. See Note 12 , Derivative Instruments , for discussion of interest rate swaps. (4) The discount relates to the 2020 Notes and MSM term loans. (5) Refer to Japan Credit Facility for interest rate details. (6) Refer to "Project Debt - Western Interconnect" below for additional borrowing details. (7) Refer to Incremental Bank Loan for interest rate details. (8) Refer to "Project Debt - Henvey Inlet" below for additional borrowing details. The following are principal payments, excluding deferred financing costs, due under the Company's debt as of December 31, 2019 for the following years (in millions): Amount 2020 $ 532 2021 166 2022 368 2023 123 2024 324 Thereafter 1,910 Total $ 3,423 Interest and commitment fees incurred and interest expense for debt consisted of the following (in millions): Year ended December 31, 2019 2018 2017 Corporate-level interest and commitment fees incurred $ 46 $ 38 $ 34 Project-level interest and commitment fees incurred 59 64 55 Capitalized interest, commitment fees, and letter of credit fees (5 ) (4 ) — Amortization of debt discount/premium, net 6 5 5 Amortization of financing costs 5 6 8 Interest expense $ 111 $ 109 $ 102 Corporate Level Debt Corporate Revolving Credit Facility On November 21, 2017, certain of our subsidiaries entered into a Second Amended and Restated Credit and Guaranty Agreement (the Revolving Credit Facility). The Revolving Credit Facility provides for a revolving credit facility of $440 million , decreased from the previous limit of $500 million . The facility has a five -year term and is comprised of a revolving loan facility, a letter of credit facility and a swingline facility. The facility is secured by pledges of the capital stock and ownership interests in certain of our holding company subsidiaries, in addition to other customary collateral. As of December 31, 2019 , $321 million was available for borrowing under the $440 million Revolving Credit Facility. The Revolving Credit Facility contains a broad range of covenants that, subject to certain exceptions, restrict the Company’s holding company subsidiaries' ability to incur debt, grant liens, sell or lease assets, transfer equity interests, dissolve, pay distributions and change its business. As of December 31, 2019 , the Company's holding company subsidiaries are in compliance with covenants contained in the Revolving Credit Facility. The loans under the Revolving Credit Facility are base rate loans, Eurodollar rate loans, Canadian prime rate loans or CDOR rate loans. The base rate loans accrue interest at the fluctuating rate per annum equal to the greatest of the (i) the U.S. dollar prime rate, (ii) the federal funds rate plus 0.50% and (iii) LIBOR one month plus 1.0% , plus an applicable margin ranging from 0.625% to 0.875% (corresponding to applicable leverage ratios of the borrowers). The Eurodollar rate loans accrue interest at a rate per annum equal to LIBOR, as published by Reuters plus an applicable margin ranging from 1.625% to 1.875% (corresponding to applicable leverage ratios of the borrowers). The Canadian prime rate loans accrue interest at a fluctuating rate per annum equal to the greater of (i) the Canadian dollar prime rate and (ii) the average CDOR rate for a 30 day term plus 0.50% , plus an applicable margin ranging from 0.625% to 0.875% (corresponding to applicable leverage ratios of the borrowers). The CDOR rate loans accrue interest at a rate per annum equal to CDOR, as published by Reuters plus an applicable margin ranging from 1.625% to 1.875% (corresponding to applicable leverage ratios of the borrowers). Under the facility, the Company pays a revolving commitment fee equal to a percentage per annum determined by reference to the leverage ratio of the borrowers, ranging from 0.30% to 0.50% . Letter of credit fees are also paid. As of December 31, 2019 and 2018 , letters of credit of $44 million and $45 million , respectively, were available to be issued under the Revolving Credit Facility. Incremental Bank Loan On July 31, 2019, certain of the Company's subsidiaries entered into Amendment No. 2 to the Revolving Credit Facility (the Amendment). The Amendment provides for the incurrence of an incremental term loan credit facility of $250 million (the Incremental Bank Loan), which the Company incurred upon closing of the Amendment and is in addition to the Revolving Credit Facility. The Incremental Bank Loan has a three-year term and will not amortize. The Incremental Bank Loan is secured by the same collateral as the Revolving Credit Facility on a pari passu basis. Proceeds from the Incremental Bank Loan were used to repay a portion of the Company's Revolving Credit Facility. The Incremental Bank Loan are base rate loans or Eurodollar rate loans, denominated in U.S. dollars. The base rate loans accrue interest at the fluctuating rate per annum equal to the greater of the (i) U.S. dollar prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Eurodollar rate that would be in effect for a Eurodollar rate loan with an interest period of one month plus 1.0% , plus an applicable margin ranging from 0.175% to 0.425% (corresponding to applicable leverage ratios of borrowers). The Eurodollar rate loans accrue interest at a rate per annum equal to LIBOR plus an applicable margin ranging from 1.175% to 1.425% (corresponding to applicable leverage ratios of borrowers). 2020 Notes In July 2015, the Company issued $225 million aggregate principal amount of 4.00% convertible senior notes due 2020 (2020 Notes). The 2020 Notes bear interest at a rate of 4.00% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2016. The 2020 Notes will mature on July 15, 2020. The 2020 Notes were sold in a private placement. Upon conversion, the Company may, at its discretion, pay cash, shares of the Company’s Class A common stock, or a combination of cash and stock. The 2020 Notes were set at an initial conversation rate of 35.4925 shares of Class A common stock per $1,000 principal amount of 2020 Notes, which is equivalent to an initial conversion price of approximately $28.175 per share of Class A common stock. The conversion rate is subject to adjustment in some events (including, but not limited to, certain cash dividends made to holders of the Company's Class A common stock which exceed the initial dividend threshold of $0.363 per quarter per share). The conversion rate would be adjusted to offset the effect of the portion of the dividend in excess of $0.363 , provided that the adjustment would result in a change of at least 1% in the then effective conversion rate. As of December 31, 2019, the conversion rate had increased to 36.7355 shares of Class A common stock per $1,000 principal amount of 2020 Notes. The conversion rate will not be adjusted for any accrued and unpaid interest. The 2020 Notes are not redeemable prior to maturity. The 2020 Notes are guaranteed on a senior unsecured basis by a subsidiary of the Company and are general unsecured obligations of the Company. The obligations rank senior in rights of payment to the Company’s subordinated debt, equal in right of payment to the Company’s unsubordinated debt and effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The following table presents a summary of the equity and liability components of the 2020 Notes (in millions): December 31, 2019 2018 Principal $ 225 $ 225 Less: Unamortized debt discount (3 ) (8 ) Unamortized financing costs (1 ) (2 ) Carrying value of convertible senior notes $ 221 $ 215 Carrying value of the equity component (1) $ 24 $ 24 (1) Included in the consolidated balance sheets as additional paid-in capital, net of $1 million in equity issuance costs. Project Debt The Company typically finances its wind projects through project entity specific debt secured by each project's assets with no recourse to the Company. Typically, these financing arrangements provide for a construction loan, which upon completion may be converted into a term loan or repaid through capital contributions from the Company and tax equity investors. Collateral for project level facilities typically include each project's tangible assets and contractual rights and cash on deposit with the depository agents. Each loan agreement contains a broad range of covenants that, subject to certain exceptions, restrict each project's ability to incur debt, grant liens, sell or lease certain assets, transfer equity interests, dissolve, make distributions and change their business. As of December 31, 2019 , all projects were in compliance with their financing covenants. Henvey Inlet In October 2019, the Company acquired Henvey Inlet, which included the acquisition of all outstanding balances of a term-converted construction loan facility that consists of a floating-rate tranche and a fixed-rate tranche. The Company did not acquire the letter of credit facility, which was a component of Henvey Inlet's construction credit facility. At December 31, 2019, outstanding borrowings under the floating-rate tranche was $646 million and outstanding borrowings under the fixed-rate tranche was $77 million . The floating rate tranche bears interest at CDOR plus an applicable margin between 1.625% and 2.25% and matures on March 31, 2037. The fixed rate tranche bears interest at 4.20% and matures on December 31, 2038. Gulf Wind In September 2019, Gulf Wind entered into a non-amortizing short-term bridge loan (Gulf Bridge Loan) of $22 million . The Gulf Bridge Loan matures on or before the earliest to occur of December 31, 2019 or the date additional project financing has been secured. On December 30, 2019, Gulf Wind entered into a financing agreement for a construction loan for up to $270 million of borrowings to fund Gulf Wind's repowering (Gulf Wind Construction Loan) and bears interest at LIBOR plus 0.75% . Initial funds received from the Gulf Wind Construction Loan were used to repay the Gulf Bridge Loan. The Gulf Wind Construction Loan matures on September 20, 2020 but may be extended to December 31, 2020. As of December 31, 2019, outstanding borrowings under the Gulf Wind Construction Loan were $82 million . Western Interconnect In December 2018, the Company refinanced Western Interconnect project's term loan of $ 52 million along with an associated letter of credit of $4 million and entered into a new term loan with a total loan capacity of $ 90 million expected to mature in August 2034 with an associated letter of credit of $ 5 million . The incremental borrowing of $38 million occurred during the second quarter of 2019. The refinancing was treated as an extinguishment of debt for which the Company recognized a loss on extinguishment of debt of $2 million in other income (expense), net on the consolidated statements of operations for the year ended December 31, 2018. The $2 million loss on extinguishment includes $1 million paid to existing lenders. As of December 31, 2019, outstanding borrowings under this term loan were $90 million . Spring Valley In December 2018, the Company prepaid 100% of the outstanding balance of the Spring Valley project's term loan of $119 million . A $4 million loss on the debt extinguishment was recorded in other income (expense), net in the consolidated statements of operations, primarily due to expensing previously recorded amounts in deferred financing costs. As a result of the early extinguishment of debt, the Company lost its cash flow hedge accounting treatment on the related interest rate swaps. See Note 12 , Derivative Instruments , for additional information. Japan Credit Facility In August 2018, GPG entered into a credit agreement for a revolving credit facility (the Japan Credit Facility). Under the Japan Credit Facility, GPG may borrow up to $32 million and the Japan Credit Facility matures in August 2022. The base rate is based on the Japan Credit Facility Tokyo Interbank Offered Rate (TIBOR) plus an applicable margin between 1.75% and 2.25% plus an annual commitment fee of 0.30% . As of December 31, 2019 , $7 million was available for borrowing. Tsugaru Facility In March 2018, Tsugaru entered into a credit agreement for a construction facility (Tsugaru Construction Loan), a term facility, a letter of credit facility (the LC Facility) and a Japanese consumption tax facility (the JCT Facility) (collectively, the Tsugaru Facility). Under the Tsugaru Facility, up to $371 million may be borrowed to fund the construction of Tsugaru which automatically converts to a term facility upon the earlier of completion of construction of the project (expected to be March 2020) or September 2020 (the Term Conversion Date). The Tsugaru Construction Loan, including the term facility and LC Facility, mature 18 years following the Term Conversion Date, not later than March 2039. The interest rate on the Tsugaru Construction Loan and term facility is TIBOR plus 0.65% . The LC Facility establishes a $20 million debt service reserve account letter of credit and an $8 million operations and maintenance reserve account letter of credit with amounts outstanding under the letters of credit owing interest at a rate of 1.10% and fees on the undrawn amounts of 0.30% . The JCT Facility provides for up to $34 million to pay Japanese consumption taxes arising from payment of project costs, with an interest rate of TIBOR plus 0.30% and a maturity date corresponding to the Term Conversion Date. A commitment fee of 0.3% is owed on any available amounts under the Construction Facility and the JCT Facility and on any undrawn amounts on the letters of credit up to the Term Conversion Date. Collateral for the credit facility includes Tsugaru's tangible assets and contractual rights and cash on deposit with the depository agent. The credit agreement contains a broad range of covenants that, subject to certain exceptions, restrict Tsugaru's ability to incur debt, grant liens, sell or lease certain assets, transfer equity interests, dissolve, make distributions or change its business. As of December 31, 2019 , outstanding borrowings under the Tsugaru Construction Loan totaled $ 297 million . Tsugaru Holdings Loan Agreement In March 2018, Tsugaru Holdings entered into a loan agreement (Tsugaru Holdings Loan Agreement) that provides for borrowings of up to $70 million during the Tsugaru construction period, until no later than September 2020. The interest rate on outstanding borrowings under the Tsugaru Holdings Loan Agreement is TIBOR plus 3.0% with principal due July 2022 and a commitment fee of 0.50% on the unused portion of the Tsugaru Holdings Loan Agreement. The Tsugaru Holdings Loan Agreement is subject to certain covenants and is secured by the membership interests and other rights. As of December 31, 2019 , outstanding borrowings under the Tsugaru Holdings Loan Agreement totaled $ 61 million . Financing Lease Obligations In December 2010, Hatchet Ridge entered into a sale-leaseback agreement to finance the project facility for 22 years . The Company evaluated the agreement in accordance with ASC 840 and ASC 360 , Property Plant and Equipment, and determined that due to continuing involvement with the project facility, the Company is precluded from treating the agreement as a sale-lease back transaction and accounts for the agreement as a financing lease obligation. The Company's historical accounting for this transaction was not impacted when the Company adopted ASC 842. Collateral for the agreement includes Hatchet Ridge’s tangible assets and contractual rights and cash on deposit with the depository agent. Its loan agreement contains a broad range of covenants that, subject to certain exceptions, restrict Hatchet Ridge’s ability to incur debt, grant liens, sell or lease assets, transfer equity interests, dissolve, pay distributions and change its business. Payments under the financing lease for the years ended December 31, 2019 , 2018 and 2017 , were $15 million , $15 million and $13 million , respectively. Industrial Revenue Bonds The acquisitions of Grady, Broadview and Western Interconnect provided for future property tax savings during the operational phase of the projects as a result of the issuance of industrial revenue bonds (IRB) by certain municipalities of the State of New Mexico (Municipalities). Pursuant to each of the IRB-related agreements, titles to the projects transferred from the Company to the Municipalities and simultaneously leased back to the Company. Under each of the 30-year lease agreements with the Municipalities, the Company retains all benefits and risks of ownership of the projects and has a bargain purchase requirement at the end of the lease term. Therefore, the Company is deemed the owner of the leased project assets. The Company, as an indirect holder of the bond through its consolidated subsidiaries, earns interest at 4.5% per annum on any principal amounts advanced, receivable annually in arrears from the Municipalities. This interest income is directly offset by the lease payments which are due from the Company to the Municipalities at the same time and in the same amount as the interest income earned on the IRB. Principal payments are not due to the Company prior to the IRB's maturity date; however, early redemption is permissible. As of December 31, 2019, the Company has investments in IRB receivables for $37 million which includes accrued interest of $1 million for Grady, Broadview and Western Interconnect. Under terms of each IRB transaction, there is a contractual right of offset for the payments receivable under the IRB, including interest income, with the Company's lease payments to the Municipalities. The receivable and payments are due at the same time and as such, no cash payments are made by either party. As a result, the Company has netted the IRB receivable asset of $37 million with the related lease liability of $37 million , which includes $1 million of lease expense, within the consolidated balance sheets. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments The Company employs a variety of derivative instruments to manage its exposure to fluctuations in electricity prices, interest rates and foreign currency exchange rates. Energy prices are subject to swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. Interest rate risk exists primarily on variable-rate debt for which the cash flows vary based upon movement in interest rates. Additionally, the Company is exposed to foreign currency exchange rate risk primarily from its business operations in Canada and Japan. The Company’s objectives for holding these derivative instruments include reducing, eliminating and efficiently managing the economic impact of these exposures as effectively as possible. The Company does not hedge all of its electricity price risk, interest rate risks, and foreign currency exchange rate risks, thereby exposing the unhedged portions to changes in market prices. As of December 31, 2019 , the Company had other energy-related contracts that did not meet the definition of a derivative instrument or qualified for the NPNS exception and were therefore exempt from fair value accounting treatment. The following tables present the fair values of the Company's derivative instruments on a gross basis as reflected on the Company’s consolidated balance sheets (in millions): December 31, 2019 Derivative Assets Derivative Liabilities Current Long-Term Current Long-Term Fair Value of Designated Derivatives: Interest rate swaps $ — $ — $ 11 $ 84 Fair Value of Undesignated Derivatives: Foreign currency forward contracts 2 8 1 — Embedded derivative — — — 19 Congestion revenue rights 1 — — — Total Fair Value $ 3 $ 8 $ 12 $ 103 December 31, 2018 Derivative Assets Derivative Liabilities Current Long-Term Current Long-Term Fair Value of Designated Derivatives: Interest rate swaps $ — $ 3 $ 2 $ 25 Fair Value of Undesignated Derivatives: Interest rate swaps — — — 4 Energy derivative 7 — — — Foreign currency forward contracts 6 6 — 2 Congestion revenue rights 1 — — — Total Fair Value $ 14 $ 9 $ 2 $ 31 The following table summarizes the notional amounts of the Company's outstanding derivative instruments (in millions except for MWh): December 31, Unit of Measure 2019 2018 Designated Derivative Instruments Interest rate swaps USD $ 345 $ 319 Interest rate swaps CAD $ 1,502 $ 721 Interest rate swaps JPY ¥ 54,693 ¥ 55,675 Undesignated Derivative Instruments Interest rate swaps USD $ — $ 138 Energy derivative MWh — 193,252 Embedded derivative USD $ 236 $ — Foreign currency forward contracts CAD $ 66 $ 106 Foreign currency forward contracts JPY ¥ 10,511 ¥ 11,589 Congestion revenue rights MWh 839 505 Derivatives Designated as Hedging Instruments Cash Flow Hedges The Company has interest rate swap agreements to hedge variable rate project-level debt. Under these interest rate swaps, the projects make fixed-rate interest payments and the counterparties to the agreements make variable-rate interest payments. For interest swaps that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the hedge is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the period or periods during which a cash settlement occurs. The designated interest rate swaps have remaining maturities ranging from approximately 4.0 years to 23.3 years . The following table presents the pre-tax effect of the hedging instruments designated as cash flow recognized in accumulated other comprehensive loss, amounts reclassified to earnings for the following periods, as well as, amounts recognized in interest expense (in millions): Year ended December 31, Description 2019 2018 2017 Losses recognized in accumulated OCI Effective portion of change in fair value $ (31 ) $ (6 ) $ (2 ) Losses reclassified from accumulated OCI into: Interest expense Derivative settlements $ (4 ) $ (5 ) $ (10 ) Loss on derivatives De-designation of derivatives $ — $ — $ (2 ) The Company estimates that $5 million in accumulated other comprehensive loss will be reclassified into earnings over the next twelve months. Derivatives Not Designated as Hedging Instruments The following table presents gains and losses on derivatives not designated as hedges (in millions): Year ended December 31, Derivative Type Financial Statement Line Item 2019 2018 2017 Interest rate derivatives Gain (loss) on derivatives $ 1 $ — $ (1 ) Energy derivative Electricity sales $ — $ (3 ) $ 5 Embedded derivative Gain (loss) on derivatives $ 2 $ — $ — Foreign currency forward contracts Gain (loss) on derivatives $ (4 ) $ 16 $ (7 ) Foreign currency option contract Gain (loss) on derivatives $ — $ 1 $ — Interest Rate Derivatives The Company has interest rate swap agreements to hedge variable rate project-level debt. Under these interest rate swaps, the projects make fixed-rate interest payments and the counterparties to the agreements make variable-rate interest payments. For interest rate swaps that are not designated and do not qualify as cash flow hedges, the changes in fair value are recorded in gain (loss) on derivatives in the consolidated statements of operations as these hedges are not accounted for under hedge accounting. As of December 31, 2019, the Company terminated all of its undesignated interest rate swaps. Energy Derivative In 2010, Gulf Wind acquired an energy derivative instrument to manage its exposure to variable electricity prices over the life of the arrangement. The energy price swap fixed the price for a predetermined volume of production (the notional volume) over the life of the swap contract by locking in a fixed price per MWh. The notional volume agreed to by the parties was approximately 504,220 MWh per year. The energy derivative instrument did not meet the criteria required to adopt hedge accounting. As a result, changes in fair value were recorded in electricity sales in the consolidated statements of operations. The energy derivative expired in April 2019. As a result of the counterparty's credit rating downgrade, the Company received collateral related to the energy derivative agreement. As of December 31, 2019, the Company returned the counterparty's collateral. In May 2019, the Company secured a short-term derivative instrument to continue to manage its exposure to variable electricity prices at Gulf Wind that expired on September 30, 2019. The short-term derivative instrument qualified for the NPNS scope exception and was accounted for under ASC 606. Foreign Currency Forward and Option Contracts The Company has established a currency risk management program. The objective of the program is to mitigate the foreign exchange rate risk arising from transactions or cash flows that have a direct or underlying exposure in non-U.S. dollar denominated currencies in order to reduce volatility in the Company’s cash flow, which may have an adverse impact to the Company's short-term liquidity or financial condition. A majority of the Company’s power sale agreements and operating expenditures are transacted in U.S. dollars, with a growing portion transacted in currencies other than the U.S. dollar, primarily the Canadian dollar and Japanese yen. The Company enters into foreign currency forward and option contracts at various times to mitigate the currency exchange rate risk on Canadian dollar and, beginning in 2018, Japanese yen denominated cash flows. These instruments have remaining maturities ranging from three months to 10 years. The foreign currency forward and option contracts are considered non-designated derivative instruments and are not used for trading or speculative purposes. As a result, changes in fair value and settlements are recorded in gain (loss) on derivatives in the consolidated statements of operations. Congestion Revenue Rights Congestion revenue rights are financial instruments which were acquired via auction in the ERCOT power market that enable the Company to manage variability in electric energy congestion charges due to transmission grid limitations. The Company’s congestion revenue rights are considered non-designated derivative instruments and are not used for trading or speculative purposes. As a result, changes in fair value and settlements are recorded in gain (loss) on derivatives in the consolidated statements of operations. Embedded Derivatives In connection with the Company's issuance of Preferred Shares (see Note 17 , Redeemable Preferred Stock ), the Company determined certain components of the Preferred Shares were not clearly and closely related to the economic characteristics and risks of the host contract and therefore were required to be bifurcated and accounted for as an embedded derivative instrument. Such components included (1) the redemption and conversion options held by either the Company or the holders of the Preferred Shares, (2) the 12.6% of cash distributions received, if any, from Pattern Development, (3) adjustments to the base dividend upon certain pre-defined changes of control and (4) adjustments to the redemption or conversion price after the occurrence of a pre-defined change of control event. The Company considers the embedded derivative as a non-designated derivative instruments and changes in fair value are recorded in gain (loss) on derivatives in the consolidated statements of operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for corporate offices, lands for its wind and solar facilities, and certain equipment. The leases have remaining lease terms of 8 months to 18 years , some of which may include renewal and extension options. Generally, these options do not impact the lease term because the Company is not reasonably certain that it will exercise the options. The Company subleases its former headquarters to a third-party. As the Company remains the primary obligor under the original lease, which expires in 2026, the Company continues to account for the lease as an operating lease. Sublease income is recognized on a straight-line basis over the remaining life of the sublease. As of December 31, 2019 , future sublease proceeds under the sublease agreement are $2 million per year for 2020 through 2026. Supplemental balance sheet information related to leases are as follows (in millions): Operating leases Balance sheet location December 31, 2019 Operating lease right-of-use assets Other assets $ 61 Operating lease liabilities, current Other current liabilities (10 ) Operating lease liabilities Other long-term liabilities (66 ) Total operating lease liabilities $ (76 ) As of December 31, 2019 , maturities of operating lease liabilities were as follows (in millions): 2020 $ 9 2021 9 2022 9 2023 9 2024 9 Thereafter 42 Total lease payment 87 Less imputed interest (11 ) Total $ 76 The components of lease expense are as follows (in millions): Year ended December 31, 2019 Operating lease cost $ 8 Sublease income (2 ) Total lease cost $ 6 Supplemental cash flow and other information related to the Company's operating leases are as follows (in millions, except for lease term and discount rate): Year ended December 31, 2019 Operating cash flows from operating leases (1) $ (9 ) Right of use assets obtained in exchange for new operating lease obligations (2) $ 1 Weighted average remaining lease term (years): 11 Weighted average discount rate (3) : 3.23 % (1) Represents cash paid for amounts included in the measurement of lease liabilities. (2) Represents non-cash activity and, accordingly, is not reflected in the consolidated statements of cash flows. (3) When an implicit rate is not readily determinable, the interest rate used to determine the present value of the future lease payments is the Company's incremental borrowing rate. As of December 31, 2019 , the Company does not have any significant leases that have not yet commenced. As of December 31, 2018, estimated future commitments related to operating leases and land agreements were as follows (in millions): 2019 $ 22 2020 21 2021 22 2022 21 2023 22 Thereafter 352 Total $ 460 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table summarizes changes in the accumulated other comprehensive loss balance, net of tax, by component (in millions): Foreign Currency Effective Portion of Change in Fair Value of Derivatives Proportionate Share of Equity Investee's OCI Total Balances at December 31, 2016 $ (43 ) $ (13 ) $ (7 ) $ (63 ) Other comprehensive income (loss) before reclassifications 15 (3 ) 6 18 Amounts reclassified from accumulated other comprehensive loss — 11 8 19 Net current period other comprehensive income 15 8 14 37 Balances at December 31, 2017 (28 ) (5 ) 7 (26 ) Other comprehensive loss before reclassifications (37 ) (4 ) (3 ) (44 ) Amounts reclassified from accumulated other comprehensive loss — 5 5 10 Net current period other comprehensive income (loss) (37 ) 1 2 (34 ) Balances at December 31, 2018 (65 ) (4 ) 9 (60 ) Other comprehensive income (loss) before reclassifications 21 (28 ) (3 ) (10 ) Amounts reclassified from accumulated other comprehensive loss — 3 2 5 Net current period other comprehensive income (loss) 21 (25 ) (1 ) (5 ) Balances at December 31, 2019 $ (44 ) $ (29 ) $ 8 $ (65 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurement The Company’s fair value measurements incorporate various factors, including the credit standing and performance risk of the counterparties, the applicable exit market, and specific risks inherent in the instrument. Nonperformance and credit risk adjustments on risk management instruments are based on current market inputs when available, such as credit default hedge spreads. When such information is not available, internal models may be used. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to valuation of these assets or liabilities are set forth below. Transfers between levels are recognized at the end of each quarter. The Company did not recognize any transfers between levels during the periods presented. Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuations technique and the risk inherent in the inputs to the model. Financial Instruments The carrying value of financial instruments classified as current assets and current liabilities approximates their fair value, based on the nature and short maturity of these instruments, and they are presented in the Company’s financial statements at carrying cost. Certain other assets and liabilities were measured at fair value upon initial recognition and unless conditions give rise to an impairment, are not remeasured. Financial Instruments Measured at Fair Value on a Recurring Basis The Company’s financial assets and liabilities which require fair value measurement on a recurring basis are classified within the fair value hierarchy as follows (in millions): December 31, 2019 Level 1 Level 2 Level 3 Total Assets Foreign currency forward contracts $ — $ 10 $ — $ 10 Congestion revenue rights — — 1 1 $ — $ 10 $ 1 $ 11 Liabilities Interest rate swaps $ — $ 95 $ — $ 95 Embedded derivative — — 19 19 Foreign currency forward contracts — 1 — 1 Contingent consideration — — 126 126 $ — $ 96 $ 145 $ 241 December 31, 2018 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 3 $ — $ 3 Energy derivative — — 7 7 Foreign currency forward contracts — 12 — 12 Congestion revenue rights — — 1 1 $ — $ 15 $ 8 $ 23 Liabilities Interest rate swaps $ — $ 31 $ — $ 31 Foreign currency forward contracts — 2 — 2 Contingent consideration — — 130 130 $ — $ 33 $ 130 $ 163 Level 2 Inputs Derivative instruments subject to re-measurement are presented in the financial statements at fair value. The Company's interest rate swaps were valued by discounting the net cash flows using the forward LIBOR curve with the valuations adjusted by the Company’s credit default hedge rate. The Company’s foreign currency forward contracts were valued using the income approach based on the present value of the forward rates less the contract rates, multiplied by the notional amounts. Level 3 Inputs Energy Hedge The fair value of the energy derivative instrument is determined based on a third-party valuation model. The methodology and inputs are evaluated by management for consistency and reasonableness by comparing inputs used by the third-party valuation provider to another third-party pricing service for identical or similar instruments and also reconciling inputs used in the third-party valuation model to the derivative contract for accuracy. Any significant changes are further evaluated for reasonableness by obtaining additional documentation from the third-party valuation provider. The energy derivative instrument is valued by discounting the projected net cash flows over the remaining life of the derivative instrument using forward electricity prices with little or no market activity. Significant increases or decreases in this input would result in a significantly lower or higher fair value measurement. The energy derivative instrument expired in April 2019 and was replaced with a secured short-term derivative that qualified for the NPNS scope exception and expired on September 30, 2019. The following table presents a reconciliation of the energy derivative contract measured at fair value on a recurring basis using significant unobservable inputs (in millions): Energy Derivative 2019 2018 Balance, beginning of year $ 7 $ 27 Total gain (loss) included in electricity sales 1 (3 ) Settlements (8 ) (17 ) Balance, end of year $ — $ 7 During the years ended December 31, 2019 , 2018 and 2017 , the Company recognized losses of $7 million , $20 million , and $14 million relating to the energy derivative asset held at December 31, 2019 , 2018 and 2017 , respectively, which were recorded to energy sales in the consolidated statements of operations. Contingent Consideration As part of the Japan Acquisition, the Company is required to pay an additional earn-out of $118 million , which may be increased by $10 million if the final Tsugaru cost is less than or equal to the construction budget or may be decreased by $10 million if the final Tsugaru cost is greater than the construction budget, upon term conversion of the Tsugaru Construction Loan. The discounted fair value of the contingent consideration at the acquisition date was $103 million , subject to foreign currency exchange rate changes. In July 2018, the Company made a $3 million cash distribution payment to Pattern Energy Group LP upon term conversion of the Ohorayama construction loan in June 2018. In September 2019, the Company received a revised construction budget reflecting lower final construction costs compared to the original construction budget. Per the terms of the Japan Acquisition, to the extent construction costs are lower than budgeted, the contingent consideration will increase. As a result of the revised lower construction budget, an additional $10 million earn-out payment is due upon term conversion. The Company recorded $9 million as development expense for the year ended December 31, 2019 , with the additional $1 million to be recognized over the remaining construction period. The Broadview Project acquisition includes contingent consideration, which requires the Company to make an additional payment upon the commercial operation of Grady, a wind project separately developed by Pattern Development which the Company acquired in 2019. The contingent post-closing payment reflects the fair value of the Company's interest in the increase in the projected 25 -year transmission wheeling revenue Western Interconnect will receive from Grady, adjusted for the estimated production loss incurred by Broadview due to wake effects and transmission losses induced by the operation of Grady. The fair value of the contingent consideration at the acquisition date was $21 million . Pursuant to the Fourth Amendment to the Purchase and Sale Agreement for the Broadview Project acquisition, the Company paid $25 million in contingent consideration in May 2019 to Pattern Energy Group LP, subject to a final adjustment. The final adjustment resulted in an additional contingent consideration payment of $5 million in November 2019 and was recorded as development expense for the year ended December 31, 2019. The estimated fair value of the contingent considerations was calculated by using a discounted cash flow technique which utilized unobservable inputs. This fair value measurement is based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined in ASC 820, Fair Value Measurement . As of December 31, 2019 , there were no significant changes in these unobservable inputs that may result in significant changes in fair value. The following table presents a reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (in millions): Contingent Consideration Liability 2019 2018 Balance, beginning of year $ 130 $ 22 Purchases 3 106 Total loss included in development expenses 14 — Total loss included in other income (expense), net 8 5 Foreign currency translation adjustments recognized in accumulated OCI 1 — Settlements (30 ) (3 ) Balance, end of year $ 126 $ 130 During the years ended December 31, 2019 and 2018 , the Company recognized losses on contingent liabilities of $8 million and $2 million , respectively, which were recorded to other income (expense), net in the consolidated statements of operations. Congestion Revenue Rights During the year ended December 31, 2019 and 2018 , the Company purchased $1 million of congestion revenue rights to hedge the financial risk of ERCOT-imposed congestion charges in the day-ahead market. Limited market data is available in the ERCOT auction and between auction dates; therefore, the Company utilizes historical prices to forecast forward prices. During the year ended December 31, 2019 and 2018 , the Company recognized loss on congestion revenue rights of $1 million and less than $1 million , respectively, which was recorded to gain (loss) on derivatives in the consolidated statements of operations. Embedded Derivatives In connection with the Company's issuance of Preferred Shares (see Note 12 , Derivative Instruments and Note 17 , Redeemable Preferred Stock ), certain embedded features are required to be presented at fair value. The fair value of the embedded derivative is determined based on a market approach utilizing unobservable inputs. The methodology and inputs are evaluated by management for consistency and reasonableness by comparing inputs to another pricing service for identical or similar instruments and also reconciling inputs used in the valuation model to the derivative contract for accuracy. The following table presents a reconciliation of the embedded derivative measured at fair value on a recurring basis using significant unobservable inputs (in millions): Embedded Derivative 2019 Balance, beginning of year $ — Initial value of derivative bifurcated from Preferred Share proceeds 21 Total gain included in other income (expense), net (2 ) Balance, end of year $ 19 The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows (in millions, for fair value): December 31, 2019 Fair Value Valuation Technique Significant Unobservable Inputs Range Tsugaru contingent consideration $123 Discounted cash flow Deferred purchase price $109 - $128 million Discount rate 6.90% Congestion revenue rights $1 Market approach Auction prices $0.60 - $13.98 (1) Embedded derivative $19 Market approach Redemption price $236 - $255 million Discount rate 7.48% - 8.24% December 31, 2018 Fair Value Valuation Technique Significant Unobservable Inputs Range Energy derivative $7 Discounted cash flow Forward electricity prices $20.02 - $32.58 (1) Discount rate 2.80% - 2.81% Broadview contingent consideration $25 Discounted cash flow Discount rate 4.0% - 8.0% Annual energy production loss 0.70% Tsugaru contingent consideration $105 Discounted cash flow Deferred purchase price $109 - $128 million Discount rate 6.90% Congestion revenue rights $1 Market approach Auction prices $2.48 - $8.23 (1) (1) Represents price per MWh. Financial Instruments not Measured at Fair Value The following table presents the carrying amount and fair value and the fair value hierarchy of the Company’s financial liabilities that are not measured at fair value in the consolidated balance sheets, but for which fair value is disclosed (in millions): Fair Value As reflected on the balance sheet Level 1 Level 2 Level 3 Total December 31, 2019 Total debt, net $ 3,401 $ — $ 3,427 $ — $ 3,427 December 31, 2018 Total debt, net $ 2,283 $ — $ 2,240 $ — $ 2,240 Long-term debt is presented on the consolidated balance sheets, net of financing costs, discounts and premiums. The fair value of variable interest rate long-term debt is approximated by its carrying cost. The fair value of fixed interest rate long-term debt is estimated based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied, using the net present value of cash flow streams over the term using estimated market rates for similar instruments and remaining terms. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents significant components of the provision for income taxes (in millions): Year ended December 31, 2019 2018 2017 Current: Federal $ — $ — $ — State — — — Foreign 6 16 — Total current expense 6 16 — Deferred: Federal — — (3 ) State — — — Foreign 37 16 15 Total deferred expense 37 16 12 Total provision for income taxes $ 43 $ 32 $ 12 The following table presents the domestic and foreign components of net loss before income tax provision (in millions): Year ended December 31, 2019 2018 2017 U.S. $ (215 ) $ (158 ) $ (119 ) Foreign 151 121 49 Total $ (64 ) $ (37 ) $ (70 ) The following table presents a reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate, as a percentage of income before taxes for the following periods: Year ended December 31, 2019 2018 2017 Computed tax at statutory rate 21.0 % 21.0 % 35.0 % Adjustment for income in non-taxable entities allocable to noncontrolling interests (25.1 )% (125.2 )% (32.6 )% Foreign rate differential Tax rate differential on pre-tax book income (12.1 )% (16.1 )% 6.4 % Dual taxpaying entities outside basis difference (57.5 )% (78.5 )% (23.0 )% Local tax on branch profits/(losses)—Puerto Rico 0.2 % (0.1 )% 0.1 % Permanent book/tax differences (domestic only) (0.7 )% 0.5 % (0.1 )% Valuation allowance change (99.3 )% 38.9 % 47.7 % Subpart F income (3.2 )% (7.9 )% (3.5 )% Capital gain exclusion - sale of partnership interest 13.6 % 24.7 % — % §162(m) - Officer's compensation (1.1 )% — % — % Contingent consideration accretion (8.9 )% (4.9 )% — % Deferred tax adjustment 27.7 % — % — % Impairment — % 1.4 % — % Tax credits 78.4 % 61.7 % 31.6 % Effect of U.S. tax rate change under Tax Cuts and Jobs Act — % — % (78.1 )% Other 0.1 % (2.5 )% (0.1 )% Effective income tax rate (66.9 )% (87.0 )% (16.6 )% Significant components of the Company’s deferred tax assets and liabilities are as follows (in millions): Year ended December 31, 2019 2018 Deferred tax assets: Accruals and prepaids $ 2 $ 3 Basis difference in derivatives 11 3 Hatchet Ridge financing 17 17 Asset retirement obligation 45 32 Net operating loss carryforwards 258 230 Foreign currency translation adjustments 1 2 Other deferred tax assets 19 12 Right of Use lease liabilites 20 — Tax credits 169 118 Total gross deferred tax assets 542 417 Less: Valuation allowance (249 ) (175 ) Total gross deferred tax assets net of valuation allowance $ 293 $ 242 Deferred tax liabilities: Property, plant and equipment $ (198 ) $ (215 ) Intangibles (24 ) (24 ) Partnership interest (187 ) (108 ) Deferred interest, commitment fees and financing costs (2 ) (2 ) Unrealized gain on derivatives — (2 ) Basis difference in subsidiaries — (2 ) Basis difference in derivatives (4 ) — Right of use asset (19 ) — Acquisition costs (6 ) — Other deferred tax liabilities (2 ) (1 ) Total gross deferred tax liabilities (442 ) (354 ) Total net deferred tax assets/(liabilities) $ (149 ) $ (112 ) In 2019, the Company operated entities in Canada and Japan that are taxed in both local jurisdictions and the U.S. The Company's tax rate reflects the impact of double taxation from these entities. The Company recorded a valuation allowance against the majority of its deferred tax assets as of December 31, 2019 and December 31, 2018. The Company intends to continue maintaining a valuation allowance on certain deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given its anticipated future earnings, it believes there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow it to reach a conclusion that a portion of the valuation allowance will no longer be needed. Release of a portion or all of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation release are subject to change on the basis of the level of profitability that the Company is able to achieve. The net change in valuation allowance was an increase of $74 million for the tax year ended December 31, 2019 . The increase was primarily driven by potential U.S. foreign tax credits related to Canada and Japan branch operations. As of December 31, 2019 , the Company has U.S federal and state net operating loss (NOL) carryforwards in the amount of $1.1 billion and $226 million , respectively, which begin to expire in the year ending December 31, 2033 for federal and state purposes. The Company also has foreign net operating loss carryforwards in Canada in the amount of $17 million which begin to expire in the year ending December 31, 2030, foreign net operating loss carryforwards in Puerto Rico of $7 million that begin to expire in the year ending December 31, 2022, and foreign net operating loss carryforwards in Japan of $33 million that begin to expire in the year ending December 31, 2024. The Company's production tax credits of $22 million begin to expire in the year ending December 31, 2033. Internal Revenue Code Section 382 places a limitation (the Section 382 limitation) on the amount of taxable income that can be offset by NOL and credit carryforwards, as well as built-in losses, after a change in control (generally greater than 50% change in ownership) of a loss corporation. California has similar rules. The Company did not have any historic U.S. NOLs prior to October 2, 2013 except for NOLs from its Puerto Rico entity which may be subject to Section 382 limitation. The Company experienced a change in ownership on May 14, 2014. As a result, the Company’s NOL carryforwards and credits generated through the date of change are subject to an annual limitation under Section 382. If the Company generates sufficient taxable income, its pre-change NOLs and credits are not expected to expire unutilized due to a Section 382 limitation. The Company is required to recognize in the financial statements the impact of a tax position, if that position is not more likely than not of being sustained on audit, based on the technical merits of the position. As of December 31, 2019 , the Company does not have any unrecognized tax benefits and does not have any tax positions for which it is reasonably possible that the amount of gross unrecognized tax benefits will increase or decrease within 12 months after the year ended December 31, 2019 . The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and foreign jurisdictions in Canada, Japan and Puerto Rico. The Company’s U.S., Canada and Puerto Rico income tax returns for 2016 and forward are subject to examination by taxing authorities. U.S. net operating losses generated in tax years beginning before January 1, 2018 may be carried forward twenty years. U.S. net operating losses generated in tax years beginning on or after January 1, 2018 generally have an unlimited carryforward period but for years ending after December 31, 2017, a usage limitation of 80% of taxable income applies. U.S. net operating losses created in years that are closed under statute are open for examination to the extent of the amount of net operating loss deduction that may be absorbed in a later year. The statute of limitations in Japan is generally five years from the date of filing, plus extension. The Japan statute of limitations for transfer pricing is six years from the date of filing for tax returns for fiscal years beginning prior to April 1, 2020. Under Japan 2019 Tax Reform, the statute of limitation in relation to the transfer pricing liabilities was extended from six to seven years. The extended statute of limitation will apply to the tax returns for the fiscal year beginning on or after April 1, 2020. Net operating losses generally extend the statute to ten years, depending on the year in which the loss originated. The Company has a policy to classify accrued interest and penalties associated with uncertain tax positions together with the related liability, and the expenses incurred related to such accruals are included in the provision for income taxes. The Company did not incur any interest expenses or penalties or have outstanding liabilities on the balance sheet associated with unrecognized tax benefits for the year ended December 31, 2019 . The Company operates under a tax holiday in Puerto Rico which enacted a special tax rate of 4% for businesses dedicated to the production of energy for the consumption through the use of renewal sources. Act 73 of May 28, 2008 as amended, known as the "Economic Incentives for the Development of Puerto Rico Act" (the "Act"), promotes the development of green energy projects through economic incentives so as to reduce the island's dependency on oil. On September 15, 2016, the Company commenced operations under the Act 83 Grant while simultaneously surrendering operations under Act 73 Grant. The Act 83 Grant affords the Company identical tax benefits to the Act 73 Grant but has a duration of 25 years , thereby extending the Grant benefit for 25 years at the date of conversion. The Act 83 Grant continues to provide for a 4% reduced income tax rate in Puerto Rico, which is scheduled to terminate on December 31, 2041. The impact of the tax holiday decreased foreign deferred tax expense by approximately $3 million for the year ended December 31, 2019 |
Redeemable Preferred Stock
Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Preferred Stock | Redeemable Preferred Stock The Company has 100,000,000 shares of authorized preferred stock issuable in one or more series. The Company’s Board of Directors is authorized to determine the designation, powers, preferences and relative, participating, optional or other special rights of any such series. As of December 31, 2018 , there was no preferred stock issued and outstanding. On October 25, 2019 (Issue Date), the Company issued, in a private placement, an aggregate of 10,400,000 shares of Series A Perpetual Preferred Stock, par value $0.01 per share (Preferred Shares), convertible in certain circumstances into authorized shares of the Company's Class A common stock, for a cash purchase price of $24.625 per Preferred Share and net proceeds to the Company of $256 million , which the Company used to fund the acquisition of Henvey Inlet, partially repay borrowings under the revolving credit facility and pay related expenses and fees. The Company incurred approximately $1 million in issuance costs which were recorded as a reduction to the net proceeds received. The Preferred Shares have a value of $260 million and were issued with a 1.5% original issue discount. The following table presents a reconciliation of the beginning and ending carrying amounts of the Preferred Shares as reported in the consolidated balance sheets (in millions): 2019 Balance, beginning of year $ — Issuance of Preferred Shares 256 Initial value of derivative bifurcated from Preferred Share proceeds (21 ) Issuance costs (1 ) Balance, end of year $ 234 Dividends The Preferred Shares are entitled to receive, when as and if declared by the board of directors, cumulative cash dividends at an initial annual rate of 5.625% , based on the $25.00 per share liquidation preference. The annual dividend rate shall increase by 0.5% every year, absent the occurrence of certain events, starting on the third anniversary of issuance date to a maximum of four escalations, or 7.625% . The Preferred Shares are entitled to receive, when as and if declared by the board of directors, 12.6% of any cash distributions, including the return of capital, made by Pattern Development to the Company, not to exceed $3.25 per Preferred Share (Contingent Dividend). The Preferred Shares rank senior to the Company's Class A common stock with respect to distribution rights and rights upon liquidation. Subject to certain exceptions, so long as any Preferred Shares remain outstanding, no dividend or distribution may be declared or paid on, and no redemption or repurchase will be agreed to or consummated of, stock on parity with the Preferred Shares, Class A common stock or any other shares of stock junior to the Preferred Shares, unless all accumulated and unpaid dividends for all preceding full fiscal quarters have been declared and paid with respect to the Preferred Shares. Redemption and Conversion Options On or after the fifth year anniversary of the Issue Date, the Company may redeem for cash or cause the outstanding shares of Preferred Shares to be converted in whole or in part into Class A common stock, as long as at least 25% of the aggregate amount of Preferred Shares remain outstanding upon such partial conversion, at a premium to the liquidation preference, including any unpaid dividends and unpaid Contingent Dividends. In no event shall the conversion of the Preferred Shares result in voting rights exceeding 9.99% of the voting stock of the Company, or result in the Company issuing more than 19.99% of the shares of Class A common stock outstanding on the Issue Date. Following the occurrence of a certain permitted private change of control event, holders of Preferred Shares may, on the fifteenth anniversary of the Issue Date and each anniversary thereafter for so long as any Preferred Shares remain outstanding, require the Company to redeem for cash the Preferred Shares of each of such holder, in whole or in part, at a redemption price per share at a premium to the liquidation preference, including any unpaid dividends and unpaid Contingent Dividends, subject to certain adjustments. The Preferred Shares can only be redeemed upon certain events that are not certain to occur and therefore, the Preferred Shares are not required to be classified as a liability under ASC 480. However, as the Preferred Shares can be redeemed at the option of the holders and/or upon the occurrence of an event that is not solely within the Company's control, the Company has classified the Preferred Shares as mezzanine equity on the consolidated balance sheets. Change of Control Upon certain changes of control, holders of Preferred Shares shall have the option, during an applicable period, to convert any or all of their respective Preferred Shares into an equal amount of stock, other property or assets (including cash or any combination thereof). Voting Rights Holders of Preferred Shares are entitled to the number of votes equal to the number of shares of Class A common stock into which the Preferred Shares are convertible on a one-to-one basis, not in any event to exceed 9.99% of the voting stock of the Company. Merger Agreement The Merger Agreement, if consummated, would be considered a permitted private change of control as defined under the terms of the Preferred Shares. Such permitted private change of control, if consummated, would allow holders of Preferred Shares the option to redeem on or after the fifteenth anniversary of the issuance as discussed above and immediately trigger a step-up in the fixed dividends of 75 basis points for each defined period through September 30, 2024, at which time the fixed dividend shall increase to 7.75% |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock On October 23, 2017, the Company completed an underwritten public offering of its Class A common stock. In total, 9,200,000 shares of the Company's Class A common stock were sold at a public offering price of $23.40 per share. This includes 1,200,000 shares purchased by the underwriters to cover over-allotments. Aggregate net proceeds of the equity offering, including the proceeds of the over-allotment option, were approximately $212 million after deduction of underwriting discounts, commissions, and transaction expenses. On May 9, 2016, the Company entered into an Equity Distribution Agreement with RBC Capital Markets, LLC, KeyBanc Capital Markets Inc. and Morgan Stanley & Co. LLC (collectively, the Agents). Pursuant to the terms of the Equity Distribution Agreement, the Company may offer and sell shares of the Company’s Class A common stock, par value $0.01 per share, from time to time through the Agents, as the Company’s sales agents for the offer and sale of the shares, up to an aggregate sales price of $200 million . For the years ended December 31, 2019 and 2018, the Company did not sell any shares under the Equity Distribution Agreement. For the year ended December 31, 2017, the Company sold 1,068,261 shares under the Equity Distribution Agreement for net proceeds of $25 million and the aggregate compensation paid by the Company to the Agents with respect to such sale was less than $1 million for December 31, 2017. As of December 31, 2019, approximately $144 million in aggregate offering price remained available to be sold under the agreement. Voting Rights Holders of the Company’s Class A common stock as of December 31, 2019 are entitled to one vote per share on all matters submitted to a vote of stockholders and will vote as a single class under all circumstances. Noncontrolling Interests The following table presents the balances for noncontrolling interests by project (in millions). December 31, 2019 2018 Logan's Gap $ 119 $ 132 Panhandle 1 114 131 Panhandle 2 158 176 Post Rock 95 116 Amazon Wind 89 101 Broadview Project 235 257 Futtsu 10 10 Meikle 52 57 MSM 39 37 Stillwater 91 95 Belle River 20 — Grady 293 — Henvey 199 — Noncontrolling interests $ 1,514 $ 1,112 The following table presents the components of total noncontrolling interests as reported in stockholders’ equity in the consolidated balance sheets (in millions). Capital Accumulated Income (Loss) Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Balances at December 31, 2016 $ 954 $ (62 ) $ (1 ) $ 891 Acquisitions 390 — — 390 Distributions to noncontrolling interests (20 ) — — (20 ) Partial sale of subsidiary 56 — — 56 Net loss — (64 ) — (64 ) Other comprehensive income, net of tax — — 1 1 Balances at December 31, 2017 $ 1,380 $ (126 ) $ — $ 1,254 Acquisitions 49 — — 49 Contribution from noncontrolling interests 98 — — 98 Distributions to noncontrolling interests (38 ) — — (38 ) Sale of subsidiaries (37 ) 5 — (32 ) Net loss (1) — (211 ) — (211 ) Other comprehensive loss, net of tax — — (8 ) (8 ) Balances at December 31, 2018 $ 1,452 $ (332 ) $ (8 ) $ 1,112 Acquisitions 479 — — 479 Contribution from noncontrolling interests 28 — — 28 Distributions to noncontrolling interests (41 ) — — (41 ) Net loss — (76 ) — (76 ) Other comprehensive income, net of tax — — 12 12 Balances at December 31, 2019 $ 1,918 $ (408 ) $ 4 $ 1,514 (1) On December 22, 2017, the Tax Act was signed into law, which enacted major changes to the U.S. federal income tax laws, including a permanent reduction in the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018. Reduction in the corporate income tax rate resulted in a one-time reduction in the noncontrolling interests attributable to partners in its tax equity partnerships. As part of the liquidation waterfall, the Company allocated significantly lower portions of the hypothetical liquidation proceeds to compensate certain noncontrolling interest investors for tax gains on the hypothetical sale calculated at the lowered rate of 21% as compared to the rate of 35% that was previously utilized. For the year ended December 31, 2018, included in net loss attributable to noncontrolling interests is a one-time adjustment of $150 million as a result of the decrease in the federal corporate income tax rate. Pay-go Contribution Broadview and Grady include a partial pay as you go (Pay-go) funding arrangement under which, when the actual annual MWh production of Broadview and Grady exceeds a certain production threshold, the tax equity investors are obligated to make a cash contribution ("Pay-go contribution") to the Company. The Pay-go arrangement resulted in a lower initial investment by the tax equity partners and provided them with some protection from potential underperformance. For the year ended December 31, 2019 , the actual MWh production of Broadview and Grady exceeded the production threshold which resulted in a Pay-go contribution receivable from the tax equity partners in the amount of approximately $6 million . The Company classified the receivable as a component of noncontrolling interests in the accompanying consolidated balance sheets. The Company expects to receive the Pay-go contribution by the end of the first quarter of 2020. For the year ended December 31, 2018, the actual MWh production of Broadview exceeded the production threshold which resulted in a Pay-go contribution of approximately $4 million . Allocations of Distributions and Tax Allocations for Tax Equity Partnerships Generally, tax equity partnerships have specific commercial terms that dictate distributions of cash and allocation of tax items among the partners, who are divided into one of two categories: tax equity and cash investor. A disproportionate share of income and cash is given to tax equity in order for them to achieve a target after-tax yield or “flip” near year 10 of project operations. The target yield and flip term vary by agreement and are dependent on project performance. Prior to the flip, tax items (income, US Federal production tax credits) are commonly allocated 99% to the tax equity. On the other hand, distributable cash is divided among the partners in percentages that do not match the tax items. Cash distribution percentages can be temporarily increased for tax equity in the event that certain cumulative distribution thresholds are not achieved. Once tax equity reaches their target yield, the allocations and distributions “flip” to different amounts. After the flip, income and cash are typically allocated 5% to the tax equity and 95% to the cash investor. REC sales are often specially addressed in each agreement with most of the cash and income directed to the cash investor both pre and post-flip. Tax equity partnerships imposes a range of affirmative and negative covenants that are similar to what a term lender would require, such as financial reporting, insurance maintenance and prudent operator standards. Most of these restrictions end once the flip point occurs and any deficit restoration obligation of the tax equity has been eliminated. There are also covenants that specifically seek to preserve the tax attributes of the project that are not customary for project term lenders. |
Equity Incentive Award Plan
Equity Incentive Award Plan | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Award Plan | Equity Incentive Award Plan Under the Amended and Restated 2013 Equity Incentive Award Plan (2013 Plan), the Company may issue 3,000,000 aggregate number of shares of Class A common stock for equity awards including incentive and nonqualified stock options, restricted stock awards (RSAs) and restricted stock units (RSUs) to employees, directors and consultants. RSAs provide the holder with immediate voting rights, but are restricted in all other respects until released. RSUs generally entitle the holders the right to receive the underlying shares of the Company's Class A common stock upon vesting. Upon cessation of services to the Company, any nonvested RSAs and RSUs will be forfeited. All nonvested RSAs and RSUs accrue dividends and distributions, which are subject to vesting and paid in cash upon release. Accrued dividends and distributions are forfeitable to the extent that the underlying awards do not vest. As of December 31, 2019 , there were 1,565,076 aggregate number of Class A shares available for issuance under the 2013 Plan. Stock-Based Compensation Stock-based compensation expenses related to, RSAs, RSUs and stock options are recorded as a component of general and administrative expenses in the Company’s consolidated statements of operations and totaled $5 million , $5 million and $5 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Restricted Stock Awards The Company granted time-based RSAs to certain employees and independent directors. The Company measures the fair value of the RSAs at the grant date and accounts for stock-based compensation by amortizing the fair value on a straight line basis over the related vesting period. The following table summarizes RSA activity under the 2013 Plan for the year ended December 31, 2019 : Shares Weighted-Average Grant-Date Nonvested at December 31, 2018 122,128 $ 18.84 Granted 124,810 $ 21.78 Vested (118,470 ) $ 19.92 Forfeited (9,940 ) $ 20.20 Nonvested at December 31, 2019 118,528 $ 20.74 For the years ended December 31, 2019 , 2018 and 2017 , the total fair value of RSAs vested was $3 million , $3 million and $3 million , respectively. The weighted-average grant date fair values per RSA granted during the same periods were $21.78 , $18.67 and $20.35 , respectively. As of December 31, 2019 , the total unrecorded stock-based compensation expense for nonvested RSAs was $2 million , which is expected to be amortized over a weighted-average period of 1.6 years . RSAs that contain Market Conditions The Company granted TSR-RSAs to certain senior management personnel. The number of awards granted represented the target number of shares of Class A common stock that may be earned; however, the number of vested TSR-RSAs is assessed at the end of a three -year performance period in accordance with the level of total shareholder return of the Company's stock price achieved relative to a peer group during the specified period. Following the date of grant, rights to dividends will accrue on the maximum number of shares and may be forfeited if the market or service conditions are not achieved. The Company measures the fair value of these restricted stock awards at the grant date using a Monte Carlo simulation model and amortizes the fair value over the longer of the requisite period or performance period. The Company estimates expected volatility based on the actual volatility of the Company's daily closing share price since listing on September 27, 2013 and the historical volatility of comparable publicly traded companies for a period that is equal to the performance period. The risk-free interest rate is based on the yield on U.S. government bonds for a period commensurate with the performance period. The assumptions used to estimate the fair value of TSR-RSAs are as follows: Years ended December 31, 2019 2018 2017 Expected stock price volatility (1) 27% 32% 34% Expected dividend yield N/A N/A N/A Risk-free interest rate 2.36% 2.38% 1.60% Expected performance period in years (2) 2.8 2.8 2.8 (1) The expected volatility was estimated using the historical volatility derived from the Company's Class A common stock. (2) The expected performance period was estimated based on the length of the remaining performance period from the grant date. The following table summarizes TSR-RSAs activity under the 2013 Plan for the year ended December 31, 2019 : Shares Weighted-Average Grant-Date Nonvested at December 31, 2018 259,643 $ 19.40 Granted 96,127 $ 22.60 Vested (72,768 ) 20.63 Forfeited (18,192 ) 20.63 Nonvested at December 31, 2019 264,810 $ 20.14 For the years ended December 31, 2019 , 2018 , and 2017 , the weighted-average grant-date fair value per TSR-RSAs granted was $22.60 , $18.20 and $19.48 , respectively. As of December 31, 2019 , the total unrecorded stock-based compensation expense related to nonvested TSR-RSAs was $2 million , which is expected to be amortized over a weighted-average period of 1.8 years . Restricted Stock Units In 2019 , 2018 and 2017 , the Company granted time-based deferred RSUs to certain independent directors. Deferred RSUs are equity awards that entitle the holder the right to receive shares of the Company's Class A common stock upon vesting and are settled on, or as soon as administratively possible after the settlement date which is January 1 following the date of the director's termination of service. The Company measures the fair value of deferred RSUs at the grant date and accounts for stock-based compensation by amortizing the fair value on a straight line basis over the related vesting period. During the year ended December 31, 2019 , there were RSU grants of 36,538 shares, all of which vested. The total fair value of deferred RSUs vested for the years ended December 31, 2019 , 2018 and 2017 , was $1 million , less than $1 million and $1 million , respectively. The weighted-average grant date fair value of stock awards granted during the same periods was $19.54 , $21.49 and $18.99 , respectively. As of December 31, 2019 , there were no nonvested deferred RSUs. Stock Options During the years ended December 31, 2019 , 2018 and 2017 , no options were granted or exercised. A summary of option activity under the employee share option plan as of December 31, 2019 , and changes during the year then ended is presented below. Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2018 382,154 $ 22.00 Forfeited or expired — $ — Outstanding at December 31, 2019 382,154 3.7 — Exercisable at December 31, 2019 382,154 3.7 — |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the reportable period. Diluted earnings (loss) per share is computed by adjusting basic earnings (loss) per share for the effect of all potential common shares unless they are anti-dilutive. For purposes of this calculation, potentially dilutive securities are determined by applying the treasury stock method to the assumed exercise of in-the-money stock options and the assumed vesting of outstanding RSAs and release of deferred RSUs. Potentially dilutive securities related to convertible senior notes are determined using the if-converted method. The Company's vested deferred RSUs have non-forfeitable rights to dividends prior to release and are considered participating securities. Accordingly, they are included in the computation of basic and diluted earnings per share, pursuant to the two-class method; however, due to amounts being well below $1 million dollars, they are not shown in the table below. Under the two-class method, distributed and undistributed earnings allocated to participating securities are excluded from net earnings (loss) attributable to common stockholders for purposes of calculating basic and diluted earnings (loss) per share. However, net losses are not allocated to participating securities since they are not contractually obligated to share in the losses of the Company. Potentially dilutive securities excluded from the calculation of diluted earnings (loss) per share because their effect would have been anti-dilutive were 9 million, 9 million and 9 million, respectively, for the years ended December 31, 2019 , 2018 and 2017 . The potentially dilutive securities related to the Preferred Shares are not considered in the calculation of diluted earnings (loss) per share as the issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the reporting period. The computations for Class A basic and diluted earnings (loss) per share are as follows (in millions except share data): Year ended December 31, 2019 2018 2017 Numerator for basic and diluted earnings (loss) per share: Net income (loss) attributable to Pattern Energy $ (31 ) $ 142 $ (18 ) Less: Preferred Share dividends (4 ) — — Less: earnings allocated to participating securities — — — Net income (loss) attributable to common stockholders $ (35 ) $ 142 $ (18 ) Denominator for earnings (loss) per share: Weighted average number of shares: Class A common stock - basic 97,603,555 97,456,407 89,179,343 Add dilutive effect of: Restricted stock awards — 193,910 — Restricted stock units — 1,184 — Class A common stock - diluted 97,603,555 97,651,501 89,179,343 Earnings (loss) per share: Class A common stock: Basic $ (0.35 ) $ 1.45 $ (0.20 ) Diluted $ (0.35 ) $ 1.45 $ (0.20 ) Dividends declared per Class A common share $ 1.69 $ 1.69 $ 1.67 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The following table summarizes estimates of future commitments related to the various agreements that the Company has entered into as of December 31, 2019 (in millions): 2020 2021 2022 2023 2024 Thereafter Total Transmission service agreements (1) $ 36 $ 36 $ 36 $ 36 $ 36 $ 710 $ 890 Land agreements (2) 13 13 13 13 13 417 482 Service and maintenance agreements 37 35 29 29 22 49 201 Construction and other commitments 249 6 4 5 5 73 342 Total commitments $ 335 $ 90 $ 82 $ 83 $ 76 $ 1,249 $ 1,915 (1) Future commitments under the transmission service agreements are based on current rates, which are subject to future changes. (2) Certain land agreements have adjustments for market provisions. Amounts in the above table represent the best estimates of future payments to be made under these agreements. Transmission Service Agreements In connection with the Broadview Project acquisition, the Company became a party to various long-term transmission service agreements expiring between 2 - 29 years. The Company recorded transmission service costs related to such agreements of $25 million for the year ended December 31, 2019 . Land Agreements Not Accounted for under ASC 842 The Company has entered into various long-term land agreements for its wind and solar farms that are not accounted for under ASC 842, primarily in the U.S. and Canada, because the agreements do not convey the right to control the use of the land. In these agreements, the Company does not have exclusive use of the land and the landowners retain the rights to the economic benefits for most of the land. For the years ended December 31, 2019 , 2018 and 2017 , the Company recorded rent expense of $ 18 million, $ 18 million and $ 15 million, respectively, in project expense in its consolidated statements of operations. Service and Maintenance Agreements The Company has entered into service and maintenance agreements with third party contractors to provide turbine operations and maintenance services and modifications and upgrades for varying periods over the next 21 years . The computation of outstanding commitments includes an estimated annual price adjustment for inflation of 2% , where applicable. For the years ended December 31, 2019 , 2018 and 2017 , the Company recorded service and maintenance expense under these agreements of $33 million , $38 million and $47 million , respectively, in project expense in its consolidated statements of operations. Construction and Other Commitments Included in construction and other commitments are payments in lieu of taxes, Tsugaru construction, Gulf Wind re-powering, and various other commitments related to the Company's projects and operations of its business. Payments in lieu of taxes include payments the Company is required to make in lieu of taxes as a result of tax savings realized as part of the issuance of the industrial revenue bonds. See Note 7 , Intangible Assets and Liabilities and Goodwill , for further discussion. Tsugaru is currently in construction and expected to commence commercial operations in early to mid-2020. Gulf Wind Re-Powering Commitment In September 2018, the Company committed to a plan to re-power the Gulf Wind project. In connection with the re-powering plan, the Company entered into a turbine purchase agreement for a maximum purchase price of $151 million plus certain storage costs. Separately, in September 2018, the Company exercised its option to purchase turbines from an affiliate of Pattern Development. In 2019, the Company paid approximately $14 million to such affiliate of Pattern Development. Letters of Credit Power Sale Agreements The Company owns and operates wind and solar power projects, and has entered into various long-term PSAs that terminate from 2025 to 2044 . The terms of these agreements generally provide for the annual delivery of a minimum amount of electricity at fixed prices and in some cases include price escalation over the term of the agreement. Under the terms of these agreements, as of December 31, 2019 , irrevocable letters of credit totaling $158 million were available to be issued to guarantee the Company's performance for the duration of the agreements. Project Finance and Lease Agreements The Company has various project finance and lease agreements which obligate the Company to provide certain reserves to enhance its credit worthiness and facilitate the availability of credit. As of December 31, 2019 , irrevocable letters of credit totaling $152 million which includes letters of credit available under the Revolving Credit Facility were available to be issued to ensure performance under these various project finance and lease agreements. Contingencies Turbine Operating Warranties and Service Guarantees The Company has various turbine availability warranties from its turbine manufacturers and service guarantees from its service and maintenance providers. Pursuant to these guarantees, if a turbine operates at less than minimum availability during the guarantee measurement period, the service provider is obligated to pay, as liquidated damages at the end of the warranty measurement period, an amount for each percent that the turbine operates below the minimum availability threshold. In addition, pursuant to certain of these guarantees, if a turbine operates at more than a specified availability during the guarantee measurement period, the Company has an obligation to pay a bonus to the service provider at the end of the warranty measurement period. As of December 31, 2019 , the Company recorded liabilities of $2 million associated with bonuses payable to turbine manufacturers and service providers. Contingencies in connection with the Broadview Project Acquisition The Company recorded a $7 million contingent obligation, payable to a third party who holds a 1% interest in Western Interconnect, at fair value upon the acquisition of the Broadview Project. These contingent payments are subject to certain conditions, including the actual energy production of Broadview in a production year and the continued operation of Broadview. Additionally, the Company initially recorded a $29 million contingent obligation, payable to the same counterparty, at fair value using a discount rate of approximately 5% upon the acquisition of the Broadview Project. The undiscounted contingent obligation is estimated to be approximately $50 million and is expected to be paid over the life of the PSA term. The contingent payment is calculated as a percentage of additional transmission revenue earned by Western Interconnect upon Grady's commercial operation, which occurred in August 2019. For the year ended December 31, 2019, the Company has paid approximately $1 million . Contingencies in connection with the Sale of Panhandle 2 interests In connection with the sale of Panhandle 2, the Company agreed to indemnify PSP Investments up to $5 million to cover PSP Investments' pro rata share of the economic impacts resulting from planned transmission outages in the Texas market until December 31, 2019. As of December 31, 2019 , the Company recorded a contingent liability of $2 million associated with the indemnity. Contingencies in connection with Hatchet Ridge On January 29, 2019, Pacific Gas and Electric Company (PG&E) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of California ("the Bankruptcy Court"). The Company has received all post-petition invoiced amounts through December 2019. However, the pre-petition amount of $2 million that relates to production prior to the Chapter 11 filing date remained outstanding as of December 31, 2019 and will be addressed as part of Chapter 11 process. The Company determined that it is probable that substantially all of the consideration to which the entity will be entitled for the electricity delivered to PG&E will be collected; therefore, the Company continues to account for the PSA under ASC 606. The Company evaluated the pre-petition amount of $2 million for impairment in accordance with ASC 450, Contingencies . The Company concluded that it is reasonably possible that Hatchet Ridge's pre-petition amount may be impaired; however, the Company did not recognize any amount for impairment for the year ended December 31, 2019. The Company will continue to monitor the bankruptcy proceedings and reassess the pre-petition amount for impairment. Gulf Wind Re-Powering Guarantees In December 2019, the Company guaranteed to a third-party, Gulf B Member LLC's capital contribution up to $85 million towards the repayment of the Gulf Wind Construction Loan and to fund cost overruns for Gulf Wind's re-powering of up to $7 million . Legal Matters As a result of the Merger Agreement, several claims have been filed to date against the Company, certain officers and directors of the Company and in some claims, CPP Investments. Such claims generally allege that the defendants violated federal securities laws by failing to disclose material information in the version of the merger proxy statement filed with the SEC on December 13, 2019. Each claim seeks, among other things, to enjoin the Merger Agreement and recover damages, as well as an award of the plaintiffs' attorneys' fees and costs of litigation. The Company believes that such claims asserted are wholly without merit, but it is not possible at this time to reasonably estimate the outcome of or any potential liability from such claims. A contractor has filed a general claim for $22 million against the Company in relation to cost overruns experienced during construction of a wind farm. It is expected this dispute will be referred to arbitration. At this time the Company is unable to reasonably predict the outcome of these legal proceedings. While the Company believes the claim is without merit and intends to vigorously defend against such claim an adverse outcome with respect to the legal proceedings could have a material financial impact. From time to time, the Company has become involved in claims and legal matters arising in the ordinary course of business. Management is not currently aware of any matters that will have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Indemnity The Company provides a variety of indemnities in the ordinary course of business to contractual counterparties and to its lenders and other financial partners. The Company is party to certain indemnities for the benefit of project finance lenders and tax equity partners of certain projects. The Company also enters into indemnity agreements in the ordinary course of business with surety bond providers that issue surety bonds to contractual counterparties in connection with the decommissioning projects and other performance obligations. Pursuant to the indemnity agreements, the Company is obligated, on a joint and several basis with the project company, to indemnify the surety in the event of a draw by the beneficiary. The indemnity obligation is limited to the amount of the bonds and certain related costs and expenses. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Management fees The Company provides management services and receives a fee for such services under agreements with its joint venture investees Belle River, North Kent, South Kent, Grand, and Armow. In connection with the Japan Acquisition, the Company receives management services related to the acquired projects and incurred a fee for such services under agreements with a subsidiary of Pattern Development. Management Services Agreement and Shared Management The Company has entered into a MSA with the Pattern Development Companies, which provides for the Company and the Pattern Development Companies to benefit, primarily on a cost-reimbursement basis, from the parties’ respective management and other professional, technical and administrative personnel, all of whom report to the Company’s executive officers. Costs and expenses incurred at the Pattern Development Companies or their respective subsidiaries on the Company's behalf will be allocated to the Company. Conversely, costs and expenses incurred at the Company or its respective subsidiaries on the behalf of a Pattern Development Company will be allocated to the respective Pattern Development Company. Pursuant to the MSA, certain of the Company’s executive officers, including its Chief Executive Officer (shared PEG executives), also serve as executive officers of the Pattern Development Companies and devote their time to both the Company and the Pattern Development Companies as is prudent in carrying out their executive responsibilities and fiduciary duties. The shared PEG executives have responsibilities for both the Company and the respective Pattern Development Companies and, as a result, these individuals do not devote all of their time to the Company’s business. Under the terms of the MSA, each of the respective Pattern Development Companies is required to reimburse the Company for an allocation of the compensation paid to such shared PEG executives reflecting the percentage of time spent providing services to such Pattern Development Company. Interconnection Fees Under a co-tenancy agreement between the Company and Pattern Development, Pattern Development was required to reimburse the Company $8 million for lost revenues and PTC credits for curtailments experienced at the Broadview Facility as a result of installing the interconnection for the Grady Project. Employee Savings Plan The Company participates in a 401(k) plan sponsored and maintained by Pattern Energy Group LP. For the years ended December 31, 2019 , 2018 and 2017 , the Company contributed $1 million , $1 million and $1 million , respectively, which was recorded as general and administrative expense on the consolidated statements of operations. Related Party Transactions The table below presents amounts due from and to related parties as included in the consolidated balance sheets for the following periods (in millions): December 31, 2019 2018 Related party receivable $ 17 $ 7 Total due from related parties $ 17 $ 7 Other current liabilities $ 17 $ 9 Contingent liabilities, current 126 25 Contingent liabilities — 105 Total due to related parties $ 143 $ 139 The table below presents the revenue, reimbursement and (expenses) recognized for management services and under the MSA, as included in the statements of operations for the following periods (in millions): Years Ended December 31, Related Party Agreement Financial Statement Line Item 2019 2018 2017 Management fees Other revenue $ 9 $ 9 $ 8 Interconnection fees Other revenue $ 8 $ — $ — Management fees Project expense $ 2 $ 1 $ — MSA reimbursement General and administrative $ 10 $ 12 $ 12 MSA costs Related party general and administrative expense $ (18 ) $ (15 ) $ (14 ) Purchase and Sales Agreements During the years ended December 31, 2019 , and 2018 , the Company consummated the following investment and acquisitions with Pattern Energy Group LP and Pattern Development which are further detailed in Note 5 , Acquisitions (in millions): Acquisitions from Pattern Development Companies Date of Acquisition Cash consideration net of acquired cash Debt Assumed Contingent Consideration Japan projects March 7, 2018 $ 158 $ 181 $ 106 MSM August 10, 2018 $ 31 $ 196 $ — Stillwater Wind LLC November 20, 2018 $ 17 $ — $ — Belle River August 2, 2019 $ 18 $ — $ — North Kent August 2, 2019 $ 26 $ — $ — Grady October 10, 2019 $ 84 $ — $ — Henvey Inlet October 25, 2019 $ 172 $ 724 $ — Investment in Pattern Development During 2019 and 2018, the Company funded $7 million and $115 million , respectively into Pattern Development. As of December 31, 2019 , the Company has funded $190 million in aggregate and holds an approximate 29% ownership interest in Pattern Development. ERP Purchase from Pattern Energy Group LP On March 26, 2019, the Company entered into an Intellectual Property Rights Purchase and Transfer Agreement with Pattern Energy Group LP, pursuant to which the Company acquired certain intellectual property assets which comprise the enterprise resource planning system and associated integrated platforms developed by Pattern Energy Group LP, on a third-party software platform, (ERP) for a purchase price of $12 million . Amortization is calculated using the straight-line method over the service period of the ERP. The Company recorded amortization expense of $2 million related to the ERP for the year ended December 31, 2019. As of December 31, 2019, the carrying value of the ERP was $10 million , net of accumulated amortization of $2 million . In addition, the Company intends to bill both Pattern Energy Group LP and Pattern Development for their usage under the MSA. Pattern Energy Group LP Earnout In October 2019, we consummated an earnout acquisition agreement with Pattern Energy Group LP to acquire 100% of Pattern Energy Group LP's earnout rights in certain transmission and wind projects under development, which represent 25% of the profits interest in such projects, for a purchase price of $10 million . Development Fee In September 2018, upon reaching a project development milestone, Tsugaru paid a development fee of approximately $15 million to an affiliate of Pattern Development. Due to the Company's equity ownership in Pattern Development, the Company has eliminated its portion of the profits realized by Pattern Development with respect to this transaction. Gulf Wind Re-Powering In September 2018, the Company committed to a plan to re-power the Gulf Wind project and exercised its option to purchase turbines from an affiliate of Pattern Development. In 2019, the Company paid approximately $14 million to such affiliate of Pattern Development. As consideration for the Company providing Western Development flexibility with respect to the number and timing for delivery of the turbines, the affiliate of Pattern Development has agreed to pay the Company a repowering reservation charge. The Company recorded such amounts due as a reduction of the cost of the turbines. PSP Investments Joint Venture In June 2017, the Company entered into a Joint Venture Agreement with PSP Investments pursuant to which PSP Investments will have the right to co-invest up to an aggregate amount of approximately $500 million in projects acquired by the Company under Project Purchase Rights with the Pattern Development Companies. In connection with such arrangements, PSP Investments has made investments in Belle River, Grady, Meikle, MSM, Panhandle 2 and Stillwater. PSP Investments acquired a 49% interest in MSM and 49% of Class B membership in Stillwater in 2018 and a 20.8% interest in Belle River and 49% of Class B membership in Grady in 2019. Prior to December 31, 2018, PSP Investments previously purchased approximately 9 million shares of the Company's common stock from Pattern Energy Group LP and an additional approximately 600,000 shares from the Company. Sponsor Services Agreement Under the terms of a Sponsor Services Agreement with PSP Investments, the Company provides certain mutually agreed services to PSP Investments and its affiliates with respect to the administration of the joint ownership of the project companies that PSP Investments invests in alongside the Company pursuant to the PSP Investments Joint Venture Agreement in exchange for certain fees set forth in the Sponsor Services Agreement. Related party fee amounts recorded were immaterial. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company defines its operating segments to reflect the manner in which the Company's chief operating decision maker, the chief executive officer, evaluates performance and allocates resources in managing the business. The Company evaluates its operations in two reportable segments: (i) the operating business segment, which is comprised of the portfolio of renewable energy power projects and (ii) the development investment, which consists of the Company's investment in Pattern Development. The operating business segment is engaged in the sale of energy from the power projects. The development investment segment develops and sells renewable energy projects and consists solely of the Company's proportional share of its investment in Pattern Development. Corporate, other and eliminations includes operating companies that provide services to the Company's renewable energy power projects, various Pattern Energy Group LP subsidiaries, and Pattern Development and its equity losses in Pattern Development, and is presented to reconcile to the consolidated financial statements. The chief operating decision maker evaluates segment performance based on segment Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). The Company defines Adjusted EBITDA as net income (loss) before net interest expense, income taxes, and depreciation, amortization and accretion, including its proportionate share of net income (loss) before interest expense, income taxes, and depreciation, amortization and accretion of unconsolidated investments. Adjusted EBITDA also excludes the effect of certain mark-to-market adjustments, gain or loss related to acquisitions, divestitures, or refinancing transactions, adjustments from unconsolidated investments, and infrequent items not related to normal or ongoing operations. In calculating Adjusted EBITDA, the Company excludes mark-to-market adjustments to the value of the Company's derivatives because the Company believes that it is useful for investors to understand, as a supplement to net income (loss) and other traditional measures of operating results, the results of the Company's operations without regard to periodic, and sometimes material, fluctuations in the market value of such assets or liabilities. Prior to 2018, the Company had one reportable segment. The development investment segment was acquired in July 2017 and had insignificant operations in 2017. As such, the 2017 comparative period is not material or meaningful. Segment information for the years ended December 31, 2019 and 2018 are presented in the table below. For the Year Ended December 31, 2019 (in millions) Operating Business Development Investment (1) Corporate, Other and Eliminations Reconciling Amounts (2) Consolidated Total revenue $ 532 $ 72 $ 9 $ (72 ) $ 541 Depreciation, amortization and accretion $ 316 $ 1 $ 2 $ (1 ) $ 318 Impairment expense $ — $ 2 $ — $ (2 ) $ — Operating income (loss) $ 7 $ (26 ) $ (54 ) $ 26 $ (47 ) Earnings (loss) in unconsolidated investments (3) $ 152 $ 1 $ (45 ) $ (1 ) $ 107 Interest expense $ 60 $ 1 $ 51 $ (1 ) $ 111 Income tax provision $ 11 $ — $ 32 $ — $ 43 Net income (loss) $ 80 $ (27 ) $ (187 ) $ 27 $ (107 ) Adjusted EBITDA $ 419 $ (25 ) $ (60 ) $ 25 Capital expenditures $ (259 ) $ (43 ) $ (5 ) $ 43 $ (264 ) As of December 31, 2019 Property, plant and equipment, net $ 4,772 $ 4 $ 46 $ (4 ) $ 4,818 Unconsolidated investments $ 410 $ 9 $ (112 ) $ (9 ) $ 298 Total assets $ 11,282 $ 137 $ (4,109 ) $ (137 ) $ 7,173 For the Year Ended December 31, 2018 (in millions) Operating Business Development Investment (1) Corporate, Other and Eliminations Reconciling Amounts (2) Consolidated Total revenue $ 475 $ 39 $ 8 $ (39 ) $ 483 Depreciation, amortization and accretion $ 247 $ — $ 3 $ — $ 250 Impairment expense $ — $ 11 $ 7 $ (11 ) $ 7 Operating income (loss) $ 45 $ (33 ) $ (43 ) $ 33 $ 2 Earnings (loss) in unconsolidated investments (3) $ 41 $ 1 $ (40 ) $ (1 ) $ 1 Interest expense $ 63 $ 1 $ 46 $ (1 ) $ 109 Income tax provision $ 11 $ 1 $ 21 $ (1 ) $ 32 Net income (loss) $ (38 ) $ (35 ) $ (31 ) $ 35 $ (69 ) Adjusted EBITDA $ 391 $ (22 ) $ (19 ) $ 22 Capital expenditures $ (175 ) $ (61 ) $ (6 ) $ 61 $ (181 ) As of December 31, 2018 Property, plant and equipment, net $ 4,054 $ 2 $ 65 $ (2 ) $ 4,119 Unconsolidated investments $ 228 $ 10 $ 42 $ (10 ) $ 270 Total assets $ 8,990 $ 187 $ (3,696 ) $ (187 ) $ 5,294 (1) Amounts represent the Company's proportionate share in Pattern Development. The Company's proportionate share of revenue in Pattern Development for the years ended December 31, 2019 and 2018 includes amounts from the sale of development projects to third-parties and electricity sales. (2) The Company accounts for its investment in Pattern Development under the equity method. Therefore, the reconciling amounts are presented to eliminate Pattern Development and to reconcile to the consolidated totals. (3) Included in Corporate, Other and Eliminations for the years ended December 31, 2019 and 2018 is a $27 million loss and $35 million loss, respectively, related to the Company's portion of the loss of Pattern Development, and for the years ended December 31, 2019 and 2018, the elimination of intra entity profits of approximately $18 million and $5 million , respectively. Reconciliation of segment Adjusted EBITDA to the Company's consolidated net loss for the years ended December 31, 2019 and 2018 is as follows: Year ended December 31, (in millions) 2019 2018 Operating Business Adjusted EBITDA $ 419 $ 391 Development Investment Adjusted EBITDA (25 ) (22 ) Corporate, Other and Eliminations Adjusted EBITDA (60 ) (19 ) Reconciling Amounts Adjusted EBITDA 25 22 Less, proportionate share from unconsolidated investments Interest expense, net of interest income (31 ) (38 ) Income tax provision — (1 ) Depreciation, amortization and accretion (30 ) (35 ) Gain (loss) on derivatives (8 ) 1 Unrealized loss derivatives (6 ) (5 ) Early extinguishment of debt — (6 ) Impairment expense — (7 ) Adjustments from unconsolidated investments 126 — Other (17 ) (2 ) Gain on asset sales — 71 Interest expense, net of interest income (107 ) (107 ) Depreciation, amortization and accretion (350 ) (280 ) Net loss before income tax (64 ) (37 ) Income tax provision (43 ) (32 ) Net loss $ (107 ) $ (69 ) |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following tables summarize the Company’s unaudited quarterly consolidated statements of operations for each of the eight quarters in the two year period ended December 31, 2019 . The quarterly consolidated statements of operations data were prepared on a basis consistent with the audited consolidated financial statements included in this Annual Report on Form 10-K. Quarterly financial data in millions, except per share data: Three months ended December 31, September 30, June 30, March 31, 2019 2019 2019 2019 Revenue $ 147 $ 119 $ 140 $ 135 Gross profit (loss) $ 12 $ (3 ) $ 17 $ 6 Net income (loss) $ 40 $ (71 ) $ (30 ) $ (46 ) Net loss attributable to noncontrolling interests $ (17 ) $ (20 ) $ (23 ) $ (16 ) Net income (loss) attributable to Pattern Energy $ 57 $ (51 ) $ (7 ) $ (30 ) Earnings (loss) per share Basic $ 0.55 $ (0.53 ) $ (0.07 ) $ (0.31 ) Diluted $ 0.54 $ (0.53 ) $ (0.07 ) $ (0.31 ) Cash dividends declared per Class A common share $ 0.4220 $ 0.4220 $ 0.4220 $ 0.4220 Three months ended December 31, September 30, June 30, March 31, 2018 2018 2018 2018 Revenue $ 113 $ 118 $ 140 $ 112 Gross profit (loss) $ (14 ) $ 20 $ 44 $ 14 Net loss $ (22 ) $ (32 ) $ (2 ) $ (13 ) Net loss attributable to noncontrolling interests (1) $ (9 ) $ (19 ) $ (34 ) $ (149 ) Net income (loss) attributable to Pattern Energy $ (13 ) $ (13 ) $ 32 $ 136 Earnings (loss) per share Basic and diluted earnings (loss) per share—Class A common stock $ (0.15 ) $ (0.13 ) $ 0.34 $ 1.39 Diluted (loss) earnings per share—Class A common stock $ (0.15 ) $ (0.13 ) $ 0.34 $ 1.32 Cash dividends declared per Class A common share $ 0.4220 $ 0.4220 $ 0.4220 $ 0.4220 (1) As discussed in Note 18 , Stockholders' Equity , for the three months ended March 31, 2018, included in net loss attributable to noncontrolling interests is a one-time adjustment of $150 million as a result of the decrease in the federal corporate income tax rate. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 26, 2020 , the Company approved a dividend for the first quarter of 2020, payable on April 30, 2020 to holders of record on March 31, 2020 , in the amount of $0.4220 per Class A share, which represents $1.688 on an annualized basis. Such dividend will only be payable in the event the record date for such dividend occurs prior to the effective time of the merger under the Merger Agreement. In addition, on February 26, 2020, the Company approved an aggregate dividend for the first quarter of 2020, payable on April 30, 2020 to holders of record on April 15, 2020, of approximately $4 million on the Preferred Shares. |
Schedule I-Condensed Parent-Com
Schedule I-Condensed Parent-Company Financial Statements | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule I-Condensed Parent-Company Financial Statements | Pattern Energy Group Inc. Condensed Financial Information of Parent Balance Sheets (In millions of U.S. dollars, except share and par value data) December 31, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 13 $ 3 Derivative assets, current — 4 Prepaid expenses 1 — Other current assets 36 17 Total current assets 50 24 Major construction advances 1 — Property, plant and equipment, net 22 2 Investments in subsidiaries 1,400 1,415 Investments in unconsolidated subsidiaries 298 270 Derivative assets — 1 Intangible assets, net 1 1 Other assets 17 1 Total assets $ 1,789 $ 1,714 Liabilities, mezzanine equity and equity Current liabilities: Accounts payable and other accrued liabilities $ 61 $ 13 Accrued interest 13 13 Dividend payable 46 42 Current portion of long-term debt 221 — Contingent liabilities, current 2 29 Other current liabilities 11 3 Total current liabilities 354 100 Long-term debt, net of financing costs of $4 and $7 as of December 31, 2019 and 2018, respectively 346 560 Other long-term liabilities 20 7 Total liabilities 720 667 Mezzanine equity: Series A Preferred Stock, $0.01 par value per share, 100,000,000 shares authorized, 10,400,000 and 0 shares outstanding as of December 31, 2019 and December 31, 2018, respectively 234 — Equity: Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 98,199,909 and 98,051,629 shares outstanding as of December 31, 2019 and December 31, 2018, respectively 1 1 Additional paid-in capital 940 1,103 Accumulated income (loss) (30 ) — Accumulated other comprehensive loss (70 ) (52 ) Treasury stock, at cost; 289,690 and 223,040 shares of Class A common stock as of December 31, 2019 and 2018, respectively (6 ) (5 ) Total equity 835 1,047 Total liabilities, mezzanine equity and equity $ 1,789 $ 1,714 See accompanying notes to parent company financial statements Pattern Energy Group Inc. Condensed Financial Information of Parent Statements of Operations and Comprehensive Income (Loss) (In millions of U.S. dollars) Year ended December 31, 2019 2018 2017 Revenue $ 1 $ — $ — Expenses 56 35 34 Operating loss (55 ) (35 ) (34 ) Other income (expense): Interest expense (37 ) (37 ) (35 ) Equity in earnings (losses) from subsidiaries (35 ) 203 14 Equity in earnings from unconsolidated subsidiaries, net 107 1 41 Gain (loss) on undesignated derivatives, net — 10 (7 ) Other income (expense), net (11 ) (1 ) (1 ) Total other income (expense), net 24 176 12 Net income (loss) before income tax (31 ) 141 (22 ) Tax provision (benefit) — — (4 ) Net income (loss) (31 ) 141 (18 ) Series A preferred stock dividends (4 ) — — Net income (loss) attributable to common shareholders (35 ) 141 (18 ) Other comprehensive income (loss): Proportionate share of subsidiaries' other comprehensive income (loss), net of tax benefit (provision) of $2, $2 and $(5), respectively (16 ) (27 ) 23 Proportionate share of affiliates' other comprehensive income (loss) activity, net of tax provision of less than $1, $(1), and $(5), respectively (1 ) 1 13 Total other comprehensive income (loss), net of tax (17 ) (26 ) 36 Comprehensive income (loss) $ (52 ) $ 115 $ 18 See accompanying notes to parent company financial statements Pattern Energy Group Inc. Condensed Financial Information of Parent Condensed Statements of Cash Flows (In millions of U.S. dollars) Year ended December 31, 2019 2018 2017 Operating activities Net income (loss) $ (31 ) $ 141 $ (18 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, amortization and accretion 9 11 7 Deferred taxes — — 3 Intraperiod tax allocation — — (3 ) (Gain) loss on derivatives 3 (10 ) 5 Stock-based compensation 5 5 5 Equity in (earnings) losses from subsidiaries 35 (203 ) (14 ) Equity in earnings from unconsolidated investments, net (107 ) (1 ) (41 ) Other reconciling items — 3 — Changes in operating assets and liabilities: Other current assets (20 ) — (20 ) Other assets (non-current) (13 ) — — Accounts payable and other accrued liabilities 1 — 3 Other current liabilities 8 29 8 Long-term liabilities (4 ) (28 ) 1 Related party receivable/payable — 2 — Contingent liabilities (4 ) — 8 Net cash used in operating activities (118 ) (51 ) (56 ) Investing activities Capital expenditures (3 ) (3 ) — Distributions received from subsidiaries 345 818 372 Contribution to subsidiaries (275 ) (490 ) (682 ) Investment in Pattern Development (7 ) (115 ) (69 ) Other assets — 2 (1 ) Net cash provided by (used in) investing activities 60 212 (380 ) Financing activities Proceeds from preferred share offering 256 — — Proceeds from common share offering — — 237 Proceeds from issuance of senior notes, net of issuance costs — — 343 Repurchase of shares for employee tax withholding (2 ) (1 ) — Dividends paid (165 ) (166 ) (145 ) Cash paid for contingent consideration (21 ) — (2 ) Net cash provided by (used in) financing activities 68 (167 ) 433 Net change in cash, cash equivalents and restricted cash 10 (6 ) (3 ) Cash, cash equivalents and restricted cash at beginning of period 3 9 12 Cash, cash equivalents and restricted cash at end of period $ 13 $ 3 $ 9 Supplemental disclosures Cash payments for interest expense $ 30 $ 30 $ 20 Schedule of non-cash activities Non-cash increase in additional paid-in capital $ — $ — $ (2 ) See accompanying notes to parent company financial statements Supplemental Notes 1. Summary of Significant Accounting Policies Basis of Presentation The condensed, standalone financial statements of Pattern Energy Group Inc. (parent company) have been presented in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the subsidiaries of the parent company exceed 25% of the consolidated net assets of the parent company and its subsidiaries. The condensed parent company financial statements have been prepared in accordance with United States generally accepted accounting principles and should be read in conjunction with the parent company’s consolidated financial statements and the accompanying notes thereto. Reconciliation of Cash and Cash Equivalents and Restricted Cash as presented on the Statements of Cash Flows (in millions) Year ended December 31, 2019 2018 2017 Cash and cash equivalents $ 13 $ 3 $ 9 Investments For purposes of these financial statements, the parent company’s wholly owned and majority owned subsidiaries are recorded based on its proportionate share of the subsidiaries’ assets. The parent company’s share of net income of its unconsolidated subsidiaries is included in income using the equity method. Debt 2024 Unsecured Senior Notes In January 2017, the Company issued unsecured senior notes with an aggregate principal amount of $350 million (the 2024 Notes). Net proceeds to the Company were approximately $345 million , after deducting the initial purchasers’ discount, commissions and transaction expenses. The 2024 Notes bear interest at a rate of 5.875% per year, payable semiannually in arrears on February 1 and August 1, beginning on August 1, 2017 and maturing on February 1, 2024, unless repurchased or redeemed at an earlier date. The 2024 Notes are guaranteed on a senior unsecured basis by Pattern US Finance Company, one of the Company's subsidiaries. Convertible Senior Notes due 2020 In July 2015, the Company issued $225 million aggregate principal amount of 4.00% convertible senior notes due 2020 (2020 Notes). The 2020 Notes bear interest at a rate of 4.00% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2016. The 2020 Notes will mature on July 15, 2020. The 2020 Notes were sold in a private placement. Upon conversion, the Company may, at its discretion, pay cash, shares of the Company’s Class A common stock, or a combination of cash and stock. The 2020 Notes are set at an initial conversation rate of 35.4925 shares of Class A common stock per $1,000 principal amount of 2020 Notes, which is equivalent to an initial conversion price of approximately $28.175 per share of Class A common stock. The conversion rate is subject to adjustment in some events (including, but not limited to, certain cash dividends made to holders of the Company's Class A common stock which exceed the initial dividend threshold of $0.363 per quarter per share). The conversion rate would be adjusted to offset the effect of the portion of the dividend in excess of $0.363 , provided that the adjustment would result a change of at least 1% in the then effective conversion rate. During the year ended December 31, 2019, the conversion rate increased to 36.7355 shares of Class A common stock per $1,000 principal amount of 2020 Notes. The conversion rate will not be adjusted for any accrued and unpaid interest. The 2020 Notes are not redeemable prior to maturity. The 2020 Notes are guaranteed on a senior unsecured basis by a subsidiary of the Company and are general unsecured obligations of the Company. The obligations rank senior in rights of payment to the Company’s subordinated debt, equal in right of payment to the Company’s unsubordinated debt and effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The following table presents a summary of the equity and liability components of the 2020 Notes (in millions): December 31, 2019 2018 Principal $ 225 $ 225 Less: Unamortized debt discount (3 ) (8 ) Unamortized financing costs (1 ) (2 ) Carrying value of convertible senior notes $ 221 $ 215 Carrying value of the equity component (1) $ 24 $ 24 (1) Included in the consolidated balance sheets as additional paid-in capital, net of $1 million in equity issuance costs. Redeemable Preferred Stock The Company has 100,000,000 shares of authorized preferred stock issuable in one or more series. The Company’s Board of Directors is authorized to determine the designation, powers, preferences and relative, participating, optional or other special rights of any such series. As of December 31, 2018 , there was no preferred stock issued and outstanding. On October 25, 2019 (Issue Date), the Company issued, in a private placement, an aggregate of 10,400,000 shares of Series A Perpetual Preferred Stock, par value $0.01 per share (Preferred Shares), convertible in certain circumstances into authorized shares of the Company's Class A common stock, for a cash purchase price of $24.625 per Preferred Share and net proceeds to the Company of $256 million , which the Company used to fund the acquisition of Henvey Inlet, partially repay borrowings under the revolving credit facility and pay related expenses and fees. The Company incurred approximately $1 million in issuance costs which were recorded as a reduction to the net proceeds received. The Preferred Shares have a value of $260 million and were issued with a 1.5% original issue discount. The following table presents a reconciliation of the beginning and ending carrying amounts of the Preferred Shares as reported in the consolidated balance sheets (in millions): 2019 Balance, beginning of year $ — Issuance of Preferred Shares 256 Initial value of derivative bifurcated from Preferred Share proceeds (21 ) Issuance costs (1 ) Balance, end of year $ 234 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (U.S. GAAP). They include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all significant intercompany accounts and transactions eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash in banks and highly liquid investments with original maturities of three months or less. |
Restricted Cash | Restricted Cash Restricted cash consists of cash balances which are restricted as to withdrawal or usage and includes cash to collateralize bank letters of credit related primarily to transmission interconnection rights, power sale agreements (PSA) and for certain reserves required under the Company’s loan agreements. |
Leases | Leases The Company determines if an arrangement is a lease at contract inception by evaluating if the contract conveys the right to control the use of an identified asset during the period of use. A right-of-use (ROU) asset represents the Company's right to use an identified asset for the lease term and lease liability represents the Company's obligation to make payments as set forth in the lease arrangement. ROU assets and lease liabilities are included on the Company's consolidated balance sheets beginning January 2019 and are recognized based on the present value of the future lease payments at lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company's incremental borrowing rate, because the interest rate implicit in the lease is generally not readily determinable. A ROU asset initially equals the lease liability, adjusted for any lease payments made prior to lease commencement and any lease incentives. All leases are recorded on the consolidated balance sheets except for leases with an initial term of less than 12 months. All of the Company's leases are operating leases. Lease expense is generally recognized on a straight-line basis over the lease term and is recorded in project expense or general and administrative expense in the consolidated statements of operations. The Company has lease agreements with lease and non-lease components. Non-lease components primarily include payments for maintenance. The Company combines lease components and non-lease components to account for them together as a single lease component. As such, lease payments represent payments on both lease and non-lease components. |
Sales Tax Receivable | Sales Tax Receivable Sales tax receivable includes consumption or sales taxes paid by the Company most of which relate to exempt construction costs at Tsugaru and are expected to be reimbursed by the local Japan tax authorities. |
Funds Deposited by Counterparty | Counterparty Collateral and Collateral Liability As a result of a counterparty's credit rating downgrade, the Company received collateral related to an energy derivative agreement, as discussed in Note 12 , Derivative Instruments . The Company did not have the right to pledge, invest, or use the collateral for general corporate purposes. The energy derivative expired in April 2019. As of December 31, 2019 , the Company returned the counterparty's collateral. |
Trade Receivables | Trade Receivables The Company’s trade receivables are generated by selling energy and renewable energy credits primarily to creditworthy utilities and large commercial companies. The Company believes that all amounts are collectible and an allowance for doubtful accounts is not required as of December 31, 2019 and 2018 . Although PG&E and PREPA, offtakers for Hatchet Ridge and Santa Isabel, respectively, have filed for reorganization and debt restructuring, the Company has assessed and determined that trade receivables at Hatchet Ridge and Santa Isabel were not impaired as of December 31, 2019. The Company will continue to monitor PG&E's and PREPA's proceedings and reassess for impairment. |
Major Construction Advances | Major Construction Advances Major construction advances represent advances to (i) suppliers for the manufacture of wind turbines, transmission lines, and solar panels in accordance with component equipment supply agreements and (ii) builders in accordance with plant construction contracts. These construction advances are reclassified to construction in progress when the Company takes legal title to the equipment. |
Derivatives | Derivatives The Company may enter into interest rate swaps, interest rate caps, forwards and other agreements to manage its interest rate, electricity price and foreign exchange rate risk. The Company recognizes its derivative instruments as assets or liabilities at fair value in the consolidated balance sheets, unless the derivative instruments qualify for the "normal purchase normal sale" (NPNS) scope exception to derivative accounting. Contracts used in normal business operations that are settled by physical delivery, among other criteria, are eligible for and may be designated as NPNS. As NPNS contracts qualify for a scope exception to derivative accounting, contracts associated with the sale of energy are recognized as electricity sales when revenue recognition criteria are met and contracts associated with the production of electricity are recognized as project expense when incurred on the consolidated statements of operations. The Company does not have contracts subject to master netting agreements with counterparties, as such assets and liabilities are presented gross on the consolidated balance sheets. Accounting for changes in the fair value of a derivative instrument depends on whether it has been designated as part of a hedging relationship and on the type of hedging relationship. For derivative instruments that qualify and are designated as cash flow hedges, the change in unrealized losses on cash flow hedges, net of tax is reported as a component of other comprehensive income (loss) (OCI), and is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of change in fair value is recorded as a component of net income (loss) on the consolidated statements of operations. The Company discontinues hedge accounting for its cash flow hedges prospectively when it has determined that the hedging relationship has materially changed since its inception or when the hedging instrument is no longer considered highly effective at offsetting the hedged risk. If the hedged transaction is no longer probable of occurring, any gain or loss previously deferred in OCI will be immediately recognized into earnings. If hedge accounting is discontinued for any other reason, any previously deferred gain or loss will remain in OCI and amortized into earnings as the hedged transaction affects future earnings. For undesignated derivative instruments, the change in fair value is reported as a component of net income (loss) on the consolidated statements of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting Standards Codification (ASC) 820, Fair Value Measurement |
Deferred Financing Costs | Deferred Financing Costs Financing costs incurred with securing a construction loan are recorded in the Company’s consolidated balance sheets as an offset to the construction loan and amortized over the contractual life of the loan to construction in progress using the effective interest method. Financing costs incurred with securing a term loan are recorded in the Company’s consolidated balance sheets as an offset to the term loan and amortized to interest expense in the Company’s consolidated statements of operations over the contractual life of the loan using the effective interest method. If the term loan has not been drawn on, financing costs incurred with securing the term loan are recorded in the Company’s consolidated balance sheets as an asset. Financing costs related to a revolving credit facility or a letter of credit facility are recorded in the Company’s consolidated balance sheets as an asset and amortized to interest expense in the Company’s consolidated statements of operations on a straight-line basis over the contractual term of the arrangement. |
Construction in Progress | Construction in Progress Construction in progress represents the accumulation of project development costs and construction costs, including the costs incurred for the purchase of major equipment such as turbines for which the Company has taken legal title, civil engineering, electrical and other related costs. Other capitalized costs include reclassified deferred development costs, amortization of intangible assets, amortization of deferred financing costs, capitalized interest and other costs required to place a project into commercial operation. Deferred development costs represent the accumulated costs of initial permitting, environmental reviews, land rights and obligations and preliminary design and engineering work. The Company expenses all project development costs until a project is determined to be technically feasible and likely to achieve commercial success, typically when a power purchase agreement has been negotiated. The Company begins capitalizing deferred development costs as a component of construction in progress on the date the project commences construction. Once the project achieves commercial operation, the Company reclassifies the amounts recorded in construction in progress to property, plant and equipment. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment represents the costs of completed and operational projects transferred from construction in progress, as well as other costs incurred for purchasing assets such as land, computer equipment and software, furniture and fixtures, leasehold improvements and other equipment. Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the respective assets’ useful lives. Wind farms for which construction began before 2011 are depreciated over 20 years and wind farms for which construction began after 2011 are depreciated over 25 to 30 years . Solar facilities are depreciated over 25 years . Transmission assets are depreciated over 50 years . The remaining assets are depreciated over two to five years . Improvements to property, plant and equipment deemed to extend the useful economic life of an asset are capitalized. Repair and maintenance costs are expensed as incurred. |
Intangible Assets and Intangible Liabilities | Intangible Assets and Intangible Liabilities Long-lived intangible assets and intangible liabilities primarily include power purchase agreements (PPAs), land easements, land options, tax savings and mining rights. PPAs obtained through acquisitions are valued as of the acquisition date and the difference between the contract price and the estimated fair value is recorded as an intangible asset or liability. If the contract price is higher than the estimated fair value, the Company will recognize an intangible asset. If the contract price is lower than the estimated fair value, the Company will recognize an intangible liability. Land easements, land options and mining rights are recognized at the carryover basis from the seller as their carrying costs approximate fair value. The Company generally amortizes PPAs using the straight-line method over the remaining term of the related PPA. The Company amortizes land easements, land options, tax savings and mining rights using the straight-line method over the term of their estimated useful lives, which represents the term of the land easements, land option, tax savings and mining rights agreements, ranging from approximately 12 to 50 years . The Company periodically evaluates whether events or changes in circumstances have occurred that indicate the carrying amount of long-lived intangible assets may not be recoverable, or information indicates that impairment may exist. |
Accounting for Impairment of Long-Lived Assets and Accounting for Re-powering | Accounting for Impairment of Long-Lived Assets The Company periodically evaluates long-lived assets for potential impairment whenever events or changes in circumstances have occurred that indicate that impairment may exist, or the carrying amount of the long-lived asset may not be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable based on its estimated future undiscounted cash flows. An impairment loss is calculated based on the excess of the carrying value of the long-lived asset over the fair value of such long-lived asset, with the fair value determined based on an estimate of discounted future cash flows. If the Company meets the criteria for assets held for sale, to calculate the fair value of the assets less costs to sell, the Company considers factors including current sales prices and any recent legitimate offers. If the estimated fair value less costs to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less costs to sell. Due to uncertainties in the estimation process, it is possible that actual results could differ from the estimates used in the Company's historical analysis. The Company's assumptions about project sale prices require significant judgment because the current market is highly sensitive to changes in economic conditions. The Company estimates the fair values of assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in additional impairments if market conditions deteriorate. When assets are classified as held for sale, the Company does not continue to record depreciation or amortization for the respective assets. For the year ended December 31, 2018, the Company recognized impairment expense of $7 million Accounting for Re-powering The Company's commitment to a plan to re-power a project represents the decision to abandon the existing long-lived asset. The decision to abandon a long-lived asset is viewed as an indicator of impairment, and as such a recoverability test is required. If the recoverability test indicates that the carrying value is not recoverable, the fair value of the existing asset is compared to its net carrying value. If the fair value of the asset is less than its net carrying value, an impairment expense for the difference is recorded. The remaining useful life of the existing asset represents the period between the date the Company is committed to a plan to abandon the asset and the removal date. Due to the change in useful life, the Company will revise the estimated future cash flows of the asset retirement obligation. As a result, the Company will accelerate depreciation expense and accretion expense. In 2018, the Company committed to a plan to repower its Gulf Wind facility, as such the Company performed a recoverability test. The Company passed the recoverability test and did not recognize an impairment. The Company revised the depreciable life for the portion of the Gulf Wind facility it expects to abandon by April 2020. The Company may first assess goodwill for qualitative factors to determine whether it is necessary to perform a quantitative impairment test. The qualitative analysis considers entity-specific and macroeconomic factors and their potential impact on the key assumptions used in the determination of the fair value of the reporting unit. A quantitative impairment test is performed if the results of the qualitative assessment indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or if a qualitative assessment is not performed. Quantitative tests compare the fair value of the asset to its carrying value. |
Goodwill | Goodwill |
Variable Interest Entities | Variable Interest Entities VIEs are entities that do not qualify for a scope exception from the variable interest model and are therefore subject to consolidation under the variable interest model. An entity is considered to be a VIE if (1) the entity does not have enough equity to finance its own activities without additional support, (2) the entity’s at-risk equity holders lack the characteristics of a controlling financial interest, or (3) the entity is structured with non-substantive voting rights. ASC 810, Consolidation , defines the criteria for determining the existence of VIEs and provides guidance for consolidation. The Company consolidates VIEs where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. To the extent the entity does not meet the definition of a VIE, the ASC 810 guidance for voting interest entities (VOEs) is applied. The usual condition for a controlling financial interest, and therefore consolidation by the Company, is ownership of a majority voting interest of a corporation or a majority of kick-out rights for a limited partnership. To the extent the entity is not consolidated under the VIE or VOE models, the Company uses the equity method of accounting. These amounts are included in unconsolidated investments in the consolidated balance sheets. |
Acquisitions and Business Combinations | Acquisitions Accounting Standards Update (ASU) 2017-01, Clarifying the Definition of a Business (ASU 2017-01) provides a screen test to determine when a set of assets and activities should not be considered a business. Under ASU 2017-01, the Company will perform an initial screening test as of the acquisition date that, if met, results in the conclusion that the set is not a business. If the initial screening test is not met, the Company evaluates whether the set is a business based on whether there are inputs and a substantive process in place. The definition of a business impacts whether the Company consolidates an acquisition under business combination guidance or asset acquisition guidance. When the Company's acquisition is recognized as an equity method investment, the definition of a business impacts whether equity method goodwill can be recognized. Business Combinations The Company accounts for its business combinations by recognizing the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date. The purchase is accounted for using the acquisition method, and the fair value of purchase consideration is allocated to the tangible and intangible assets acquired and the liabilities assumed, based on their estimated fair values. Contingent consideration is also recognized and measured at fair value as of the acquisition date. The excess, if any, of the fair value of the purchase consideration over the fair values of the identifiable net assets is recorded as goodwill. Conversely, the excess, if any, of the net fair values of the identifiable net assets over the fair value of the purchase consideration is recorded as a gain. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. These estimates and assumptions are inherently uncertain, and as a result, actual results may differ from estimates. Significant estimates include, but are not limited to, future expected cash flows, useful lives and discount rates. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to either goodwill or gain, depending on whether the fair value of purchase consideration is in excess of or less than net assets acquired. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Transaction costs associated with business combinations are expensed as incurred. |
Asset Acquisitions | Asset Acquisitions When the Company acquires assets and liabilities that do not constitute a business or a VIE of which the Company is the primary beneficiary , the fair value of the purchase consideration, including the transaction costs of the asset acquisition, is assumed to be equal to the fair value of the net assets acquired. The purchase consideration, including the transaction costs, is allocated to the individual assets and liabilities assumed based on their relative fair values. Contingent consideration associated with the acquisition is generally recognized only when the contingency is resolved. No goodwill is recognized in an asset acquisition. When the Company acquires assets and liabilities that do not constitute a business but meet the definition of a VIE of which the Company is the primary beneficiary, the purchase is accounted for using the acquisition method described above for business combinations, except that no goodwill is recognized. To the extent that there is difference between the purchase consideration and the VIE's identifiable assets and liabilities recorded and measured at fair value, the difference is recognized as a gain or loss. |
Equity Method Investments | Equity Method Investments When the Company acquires a noncontrolling interest in an entity where it is not the primary beneficiary, does not control any of the ongoing activities of the entity, and does not meet consolidation requirements of ASC 810 and ASU 2015-02 , Consolidation (Topic 810): Amendments to the Consolidation Analysis, the investment is initially recognized as an equity method investment at cost. Any difference between the cost of an investment and the amount of underlying equity in net assets of an investee are considered basis differences. Basis differences related to the property, plant and equipment are amortized over the estimated economic useful life of the underlying long-lived assets while basis differences related to the PPA are amortized over the remaining term of the PPA. Transactions costs associated with equity method investments are included in the investment. When the Company receives distributions in excess of the carrying value of its investment, and the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support, the Company recognizes such excess distributions as equity method earnings in the period the distributions occur. Additionally, when the Company's carrying value in an unconsolidated investment is zero and the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support, the Company will not recognize equity in earnings (losses) or equity in other comprehensive income of unconsolidated investments. When the investee subsequently reports income, the Company does not record its share of such income until it equals the amount of distributions in excess of the carrying value that were previously recognized in income and previously unrecognized losses. During the years ended December 31, 2019, 2018, and 2017, the Company had no such obligations, commitments or requirements to provide additional funding for unconsolidated investments with carrying values below zero during such years. Profits or losses related to intra-entity transactions with an equity method investment are eliminated until realized by the Company. As a result, equity income or loss reported on the Company's income statement for certain unconsolidated investments may differ from a mathematical calculation of net income or loss attributable to the Company's equity interest based upon the factor of its equity interest and the net income or loss attributable to equity owners as shown on investee companies' income statements. To the extent that cumulative comprehensive income exceeds cumulative distributions received, the Company records the distribution as distributions from unconsolidated investments on the Company's consolidated statements of cash flows within operating cash flows. All other distributions are recorded as distributions from unconsolidated investments on the Company's consolidated statements of cash flows within investing activities. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represent the portion of the Company’s net income (loss), net assets and comprehensive income (loss) that is not allocable to the Company and is calculated based on ownership percentage, for applicable projects. For the noncontrolling interests in the Company’s Panhandle 1, Panhandle 2, Post Rock, Logan's Gap, Amazon Wind, Broadview Holdings, Stillwater, and Grady, the Company has determined that the operating partnership agreements do not allocate economic benefits pro rata to its two classes of investors and the appropriate methodology for calculating the noncontrolling interest balance that reflects the substantive profit sharing arrangement is a balance sheet approach using the hypothetical liquidation at book value (HLBV) method. Under the HLBV method, the amounts reported as noncontrolling interest in the consolidated balance sheets and consolidated statements of operations represent the amounts the third party would hypothetically receive at each balance sheet reporting date under the liquidation provisions of the operating partnership agreement assuming the net assets of the projects were liquidated at recorded amounts determined in accordance with U.S. GAAP and distributed to the investors. The noncontrolling interest in the results of operations and comprehensive income (loss) is determined as the difference in noncontrolling interests in the consolidated balance sheets at the start and end of each reporting period, after taking into account any capital transactions between the projects and the third party. The noncontrolling interest balances in the projects are reported as a component of equity in the consolidated balance sheets. |
Asset Retirement Obligation | Asset Retirement Obligation The Company records asset retirement obligations (AROs) for the estimated costs of decommissioning turbines, removing above-ground installations and restoring sites, at the time when a contractual decommissioning obligation is incurred. AROs represent the present value of the expected costs and timing of the related decommissioning activities. The ARO assets and liabilities are recorded in property, plant and equipment and other long-term liabilities, respectively, in the consolidated balance sheets. The Company records accretion expense, which represents the increase in the asset retirement obligations, over the remaining or operational life of the associated wind project. Accretion expense is recorded as cost of revenue in the consolidated statements of operations using accretion rates based on credit adjusted risk-free interest rates. Changes resulting from revisions to the timing or amount of the original estimate of cash flows are recognized as an increase or a decrease in the asset retirement cost, or income when the asset retirement cost is depleted. |
Contingent Liabilities | Contingent Liabilities Contingent obligations that are acquired through business combinations are initially recorded at fair value on the date of acquisition while contingent obligations that are acquired through asset acquisitions are recorded when the contingency is resolved. Subsequent to the initial recognition of contingent obligations accounted for as a business combination, the Company accounts for these contingent obligations in a systematic and rational method in accordance with ASC 450, Contingencies. The Company’s contingent liabilities related to turbine availability warranties with turbine manufacturers and turbine availability guarantees associated with long-term turbine service arrangements are reported at net realizable value. Pursuant to these warranties and guarantees, if a turbine operates at less than minimum availability during the warranty or guarantee period, the manufacturer or service provider is obligated to pay, as liquidated damages, an amount for each percent that the turbine operates below the minimum availability threshold at the end of the warranty period. However, the Company does not recognize liquidated damages that remain contingent until the end of the warranty period. In addition, pursuant to certain of these warranties and guarantees, if a turbine operates at more than a specified availability during the warranty or guarantee period, the Company has an obligation to pay a bonus to the turbine manufacturer or service provider at the end of the warranty period. The Company records contingent liabilities at each reporting period associated with these bonuses expected to be paid at the end of the warranty period. Contract Liability Contract liability presented on the consolidated balance sheets represents advance payments the Company has received under a power purchase agreement. As the power purchase agreement is an operating lease, the advanced lease payments will be recorded as lease revenue on a straight-line basis over the 25-year term of the agreement. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, trade receivables, reimbursable interconnection costs and derivative instruments. The Company’s cash and cash equivalents are with high quality institutions. The Company has exposure to credit risk to the extent cash and cash equivalent balances, including restricted cash, exceed amounts covered by federal deposit insurance; however, the Company believes that its credit risk is immaterial. In addition, reimbursable interconnection costs are with large creditworthy utility companies and the Company’s derivative instruments are placed with counterparties that are creditworthy institutions. The Company generally does not require collateral. Although PG&E and PREPA, offtakers for Hatchet Ridge and Santa Isabel, respectively, have filed for reorganization and debt restructuring, the Company has assessed and determined that trade receivables at Hatchet Ridge and Santa Isabel were not impaired as of December 31, 2019. |
Revenue Recognition | Revenue Recognition The Company sells electricity and related RECs under the terms of PSAs or at market prices. The Company generally accounts for PSAs as either derivative instruments pursuant to ASC 815 (as defined below) or contracts with customers pursuant to ASC 606 (as defined below). As a result of the adoption of ASC 842 (as defined below) on January 1, 2019, the Company does not expect future PSAs entered into to meet the definition of a lease. Furthermore, to the extent that PSAs meet the definition of derivatives but qualify for the NPNS scope exception, as defined in ASC 815, the Company elects NPNS scope exception, as PSAs are generally settled by physical delivery. As such, the Company primarily accounts for its PSAs in accordance with ASC 606. Prior to January 1, 2019, a majority of the Company's revenues were accounted for under legacy lease guidance, ASC 840 (as defined below). On January 1, 2019, the Company adopted the new accounting standard ASC 842 and reassessed all of its PSAs. As a result of the adoption, all PSAs previously accounted for under ASC 840 are accounted for under ASC 606. As the Company elected the modified retrospective method, the comparative period has not been restated and continues to be presented in accordance with ASC 840. Energy derivative instruments that reduce exposure to changes in commodity prices may allow the Company to lock in a fixed price per megawatt hour (MWh) for a specified amount of annual electricity generation over the life of the swap contract. Monthly settlement amounts under energy hedges are accounted for as energy derivative settlements in the consolidated statements of operations. Changes in the fair value of energy hedges are recorded in electricity sales in the consolidated statements of operations. The Company recognizes revenue for warranty settlements in other revenue upon resolution of outstanding contingencies. Any cash receipts for amounts subject to future adjustment or repayment are deferred in other liabilities until the final settlement amount is considered fixed and determinable. |
Cost of Revenue | Cost of Revenue The Company’s cost of revenue is comprised of direct costs of operating and maintaining its wind and solar project facilities, including labor, turbine service arrangements, land lease royalties, depreciation, accretion of asset retirement obligations, property taxes and insurance. These costs are recognized by the Company in the period in which they are incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation related to stock options granted to employees by estimating the fair value of the stock-based awards using the Black-Scholes option-pricing model. The Black-Scholes option pricing model includes assumptions regarding dividend yields, expected volatility, expected option term, and risk-free interest rates. Expense is recognized by amortizing the fair value of the stock options granted using a straight-line method over the applicable vesting period. The Company estimates expected volatility based on the historical volatility of comparable publicly traded companies for a period that is equal to the expected term of the options. The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant for a period commensurate with the estimated expected term of the stock option. The expected term of options granted is derived using the "simplified" method as allowed under the provisions of the ASC 718, Compensation—Stock Compensation, and represents the period of time that options granted are expected to be outstanding. The Company accounts for stock-based compensation related to restricted stock award grants and restricted stock unit grants by amortizing the fair value of the restricted stock award grants, which is the grant date market price, over the applicable vesting period. For certain restricted stock award grants, the Company measures the fair value at the grant date using a Monte Carlo simulation model and amortizes the fair value over the longer of the requisite period or performance period. The Monte Carlo simulation model includes assumptions regarding dividend yields, expected volatility, risk-free interest rates and initial total shareholder return (TSR) performance. The Company accounts for forfeitures as they occur. The forfeitures are not material. Stock-based compensation expense is recorded as a component of general and administrative expenses in the Company’s consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process whereby (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company has a policy to classify interest and penalties associated with uncertain tax positions together with the related liability, and the expenses incurred related to such accruals, if any, are included in the provision for income taxes. |
Mezzanine Equity | Mezzanine Equity Mezzanine equity classification is required in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480) when preferred stock is redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the shareholder or (3) upon the occurrence of an event that is not solely within the control of the reporting entity. On October 25, 2019, the Company issued Preferred Shares (as defined in Note 17 , Redeemable Preferred Stock |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), net of tax. Other comprehensive income (loss), net of tax included in accumulated other comprehensive income (loss) in the consolidated statements of stockholders’ equity, is comprised primarily of changes in foreign currency translation adjustments and the effective portion of changes in the fair value of derivatives designated as cash flow hedges. |
Foreign Currency Translation | Foreign Currency Translation The assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated from their respective functional currencies into U.S. dollars at the rates in effect at the balance sheet date and revenue and expense amounts are translated at average rates during the period, with resulting foreign currency translation adjustments recorded in other comprehensive income (loss), net of tax, in the consolidated statements of stockholders’ equity and comprehensive income (loss). Where the U.S. dollar is the functional currency, re-measurement adjustments are recorded in other income (expense), net in the accompanying consolidated statements of operations. |
Segment Data and Geographic Information | Segment data Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. Based on the financial information presented to and reviewed by the chief operating decision maker in deciding how to allocate the resources and in assessing the Company’s performance, the Company has determined it has two reportable segments: (i) the operating business segment, which is comprised of the portfolio of renewable energy power projects and (ii) the development investment, which consists of the Company's investment in Pattern Development. |
Recently Issued Accounting Standards | Recently Adopted Accounting Standards In August 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12), which amends the presentation and disclosure requirements and changes how companies assess effectiveness. The amendments are intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. ASU 2017-12 is effective for annual periods beginning after December 15, 2018, including interim periods within those periods. The Company adopted the standard on January 1, 2019 using a modified retrospective method and recorded an immaterial cumulative effect adjustment to the opening balance of accumulated income (loss) as of January 1, 2019. The adoption did not have a material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02 or ASC 842), as amended by subsequent standards updates, which requires lessees to recognize ROU assets and lease liabilities, for all leases, with the exception of short-term leases, at the commencement date of each lease. Under the new guidance, lessor accounting is largely unchanged. ASU 2016-02 simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and liabilities. The Company adopted the new standard effective January 1, 2019 using a modified retrospective method and did not restate comparative periods. The most significant impact of the adoption was the initial recognition of $65 million of ROU assets and $79 million of lease liabilities for operating leases primarily related to corporate offices and land leases in Japan. The difference between the ROU assets and lease liabilities was primarily due to adjustments to the ROU assets to offset a sublease liability and an intangible leasehold interest liability acquired as part of a past business combination. There was no cumulative-effect adjustment for the adoption and the adoption did not have a significant effect on the Company's consolidated statements of operations. The Company elected the practical expedient related to land easements, allowing the Company to carry forward the accounting treatment for land easements on certain existing agreements as its intangible assets. The Company elected to not separate lease and non-lease components and instead treats them as a single lease component. The Company also elected to not record short-term leases with an initial term of 12 months or less on its consolidated balance sheets. Since the Company did not elect the package of practical expedients to carry forward historical lease classification, embedded leases, or initial direct costs, the Company reassessed its PSAs and land arrangements and determined that all PSAs and the majority of land arrangements were not accounted for as leases under the new standard. The Company further reassessed the PSAs under ASC 815, Derivatives and Hedging (ASC 815) and ASC 606, Revenue from Contracts with Customers (ASC 606) and determined all PSAs previously accounted for under the previous U.S. GAAP leasing standard, ASC 840, Leases (ASC 840) should be accounted for under ASC 606. The reassessment of the PSAs did not have a material impact to the Company's consolidated financial statements. See Note 3 , Revenue and Note 13 , Leases for further details. Recently Issued Accounting Standards Not Yet Adopted In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities (ASU 2018-17). ASU 2018-17 requires reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety for determining whether a decision-making fee is a variable interest. The standard is effective for all entities for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. Entities are required to apply the amendments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which amends changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty which should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. ASU 2018-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those periods. Early application is permitted. The adoption is not expected to have a material impact on the Company's consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses , for the purposes of clarifying certain aspects of ASU 2016-13. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (ASU 2019-04), which clarifies the treatment of certain credit losses. In May 2019, the FASB issued ASU 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief (ASU 2019-05), which provides an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses (ASU 2019-11), which provides guidance around how to report expected recoveries. ASU 2016-13, ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-11 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption is not expected to have a material impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU No 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 removes certain exceptions to the general principles in Topic 740. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Reconciliation Between BS and SCF for Cash Cash Equivalent and Restricted Cash | 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 (in millions): December 31, 2019 2018 2017 Cash and cash equivalents $ 156 $ 101 $ 117 Restricted cash - current — 4 9 Restricted cash 63 18 12 Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 219 $ 123 $ 138 |
Schedule of Percentages of Total Revenues and Related Maximum Amount of Credit Loss of Total Trade Receivables from Significant Customers | The table below presents significant customers who accounted for greater than 10% of total revenue, PREPA and PG&E for the years ended December 31, 2019 , 2018 and 2017 : Year ended December 31, 2019 2018 2017 Revenue Revenue Revenue PG&E 4.9 % 5.3 % 6.8 % PREPA 4.0 % 4.1 % 4.2 % San Diego Gas & Electric 11.4 % 12.2 % 13.4 % Southern California Edison Company 11.1 % 11.9 % 5.8 % |
Summary of Geographical Revenues and Assets | The table below provides information, by country, about the Company’s consolidated operations. Revenue is recorded in the country in which it is earned and assets are recorded in the country in which they are located (in millions): Revenue Property, Plant and Equipment, net Year ended December 31, December 31, 2019 2018 2017 2019 2018 United States $ 390 346 315 $ 3,184 $ 3,124 Canada 115 83 62 1,393 745 Japan 36 33 — 241 250 Chile (1) — 21 34 — — Total $ 541 $ 483 $ 411 $ 4,818 $ 4,119 (1) The Company sold its interest in El Arrayán on August 20, 2018. See Note 4, Divested Operations . |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents the Company's total revenue recognized and, for revenue from contracts with customers, disaggregated by revenue sources (in millions): Year ended December 31, 2019 2018 2017 (1) Revenue from contracts with customers Electricity sales Electricity sales under PSA (2) $ 486 $ 74 $ 65 Electricity sales to market 22 14 21 Stand-alone REC sales 7 7 7 Electricity sales from contracts with customers 515 95 93 Other revenue Related party management service fees 9 8 7 Other revenue from contracts with customers 9 8 7 Total revenue from contracts with customers 524 103 100 Other electricity sales (3) 2 369 309 Other revenue 15 11 2 Total revenue $ 541 $ 483 $ 411 (1) As noted above, prior period amounts have not been adjusted under the modified retrospective method as a result of the Company's adoption of ASC 606. (2) Includes contracts accounted for under ASC 606 beginning in January 1, 2019 as a result of the adoption of ASC 842. (3) Includes revenue from PSAs accounted for as leases prior to the adoption of ASC 842 and energy hedge contracts. |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The Company expects to recognize revenue under PSAs and related party management service fees in the following amounts related to fixed consideration associated with remaining performance obligations in each of the future periods noted as of December 31, 2019 (in millions): Amount 2020 $ 67 2021 67 2022 66 2023 66 2024 66 Thereafter 200 Total $ 532 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The aggregate purchase prices of the acquisitions were allocated as follows (in millions): December 31, 2019 2018 Henvey Inlet (1) (3) Grady (1) (3) Japan Acquisition (1) MSM (2) Stillwater (2) Purchase price Cash paid for acquisitions, net of cash and restricted cash acquired $ 172 $ 84 $ 158 $ 31 $ 111 Contingent consideration — — 106 — — $ 172 $ 84 $ 264 $ 31 $ 111 Allocation Property, plant and equipment, net $ 645 $ 332 $ 269 $ 270 $ 120 Construction in progress — — 179 — — Notes receivable 80 — — — — Intangibles 533 67 103 — — Goodwill — — 60 — — Other assets acquired 30 7 20 38 4 Debt (724 ) — (181 ) (196 ) — Deferred tax liabilities — — (65 ) — — Contract liability — — — (29 ) — Other liabilities assumed (206 ) (27 ) (110 ) (14 ) (13 ) Assets and liabilities assumed before noncontrolling interests 358 379 275 69 111 Less: noncontrolling interests (186 ) (295 ) (11 ) (38 ) — Total consideration allocated to acquired assets and liabilities $ 172 $ 84 $ 264 $ 31 $ 111 (1) Business Combination (2) Asset Acquisition (3) The fair value estimates and assumptions for the assets acquired and liabilities assumed are subject to change as additional information is obtained for the estimates during the measurement period (up to one year from the acquisition date). |
Schedule of Supplemental Pro Forma Data | The unaudited pro forma data should not be considered representative of the Company’s future financial condition or results of operations. Year ended December 31, Unaudited pro forma data (in millions) 2018 2017 Pro forma total revenue $ 487 $ 435 Pro forma total expenses 556 520 Pro forma net loss (69 ) (85 ) Less: pro forma net loss attributable to noncontrolling interest (211 ) (65 ) Pro forma net income (loss) attributable to Pattern Energy $ 142 $ (20 ) Consolidated Statements of Operations Impact of Business Combinations The following table presents the amounts included in the consolidated statements of operations for all business combinations, since their respective dates of acquisition (in millions): Year ended December 31, 2019 December 31, 2018 Henvey Inlet Grady Japan Acquisition Japan Acquisition Total revenue 18 11 36 33 Total expenses 13 9 52 34 Net income (loss) 5 2 (16 ) (1 ) Less: net income (loss) attributable to noncontrolling interest 2 (2 ) 1 1 Net income (loss) attributable to Pattern Energy 3 4 (17 ) (2 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The following presents the categories within property, plant and equipment (in millions): December 31, 2019 2018 Operating wind farms $ 5,986 $ 4,972 Transmission line 94 94 Furniture, fixtures and equipment 19 16 Land 4 — Subtotal 6,103 5,082 Less: accumulated depreciation (1,285 ) (963 ) Property, plant and equipment, net $ 4,818 $ 4,119 |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Major Components of Finite-Lived Intangible Assets and Liability | The following presents the major components of the long-lived intangible assets and liabilities (in millions): December 31, 2019 Weighted Average Remaining Life Gross Accumulated Amortization Net Intangible assets Power purchase agreement 19 $ 819 $ (49 ) $ 770 Industrial revenue bond tax savings 24 22 (1 ) 21 Other intangible assets 31 19 (2 ) 17 Total intangible assets $ 860 $ (52 ) $ 808 Intangible liabilities Power purchase agreement 13 60 (16 ) 44 Total intangible liabilities $ 60 $ (16 ) $ 44 December 31, 2018 Weighted Average Remaining Life Gross Accumulated Amortization Net Intangible assets Power purchase agreement 15 $ 225 $ (31 ) $ 194 Industrial revenue bond tax savings 23 13 (1 ) 12 Other intangible assets 33 14 (1 ) 13 Total intangible assets $ 252 $ (33 ) $ 219 Intangible liability Power purchase agreement 14 $ 60 (13 ) $ 47 Leasehold interest 22 9 — 9 Total intangible liabilities $ 69 $ (13 ) $ 56 |
Schedule of Estimated Future Amortization Expense | The following table presents estimated future amortization for the next five years related to intangible assets and liabilities (in millions). The sum of estimated future amortization in the following table may differ from intangible assets and liabilities balances due to rounding. Year ended December 31, Power Purchase Agreements, Net Industrial Revenue Bond Tax Savings Other Intangible Assets 2020 $ 39 $ 1 $ 1 2021 39 1 1 2022 39 1 1 2023 39 1 1 2024 39 1 1 Thereafter 530 13 16 |
Schedule of Goodwill | The following table presents a reconciliation of the beginning and ending carrying amounts of goodwill (in millions): Total Balances at December 31, 2018 $ 58 Foreign currency translation adjustment — Balances at December 31, 2019 $ 58 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Variable Interest Entities [Abstract] | |
Schedule of Variable Interest Entities | The following table summarizes the carrying amounts of major consolidated balance sheet items for consolidated VIEs as of December 31, 2019 and 2018 (in millions). All assets (excluding deferred financing costs, net and long-lived intangible assets, net) and liabilities included in the consolidated VIE presented below are (1) assets that can be used only to settle obligations of the VIE or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary. December 31, 2019 2018 Assets Current assets: Cash and cash equivalents $ 52 $ 36 Restricted cash — 4 Trade receivables 41 13 Prepaid expenses 5 6 Notes receivable, current 1 — Other current assets 24 2 Deferred financing costs, current, net 1 — Total current assets 124 61 Restricted cash 55 3 Note receivable 8 — Major construction advances 38 — Construction in progress 32 1 Property, plant and equipment, net 3,208 2,156 Unconsolidated investments 59 — Deferred financing costs, net 4 2 Intangible assets, net 609 12 Other assets 16 12 Total assets $ 4,153 $ 2,247 Liabilities Current liabilities: Accounts payable and other accrued liabilities $ 35 $ 27 Accrued construction costs 74 1 Derivative liabilities, current 5 — Current portion of long-term debt, net 106 4 Other current liabilities 9 5 Asset retirement obligations, current 21 — Total current liabilities 250 37 Long-term debt, net 856 149 Derivative liabilities 27 — Intangible liability, net 44 48 Asset retirement obligations 89 57 Other long-term liabilities 63 36 Contract liability 27 26 Total liabilities $ 1,356 $ 353 |
Unconsolidated Investments (Tab
Unconsolidated Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Unconsolidated Investments | The Company's unconsolidated investments consist of the following for the periods presented below (in millions, except for percentages): December 31, Percentage of Ownership December 31, 2019 2018 2019 2018 Belle River $ 34 $ — 22 % — % North Kent 25 — 35 % — % South Kent (1) — 5 50 % 50 % Grand (1) — 5 45 % 45 % Armow 112 116 50 % 50 % Pattern Development 127 144 29 % 29 % Unconsolidated investments $ 298 $ 270 (1) Refer to "Suspension of Equity Method Accounting" below for details. |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Reconciliation of Beginning and Ending Aggregate Carrying Amounts of Asset Retirement Obligations | The following table presents a reconciliation of the beginning and ending aggregate carrying amounts of asset retirement obligations (in millions): December 31, 2019 2018 Beginning asset retirement obligations $ 209 $ 57 Net additions during the year (1) 49 67 Foreign currency translation adjustment 1 (2 ) Divested operations — (3 ) Revision in estimated cash flows (4 ) 85 Accretion expense 8 5 Ending asset retirement obligations $ 263 $ 209 (1) Reflects non-cash additions due to acquisitions and construction during the years ended December 31, 2019 and 2018. See Note 5 , Acquisitions , for discussion of acquisitions. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The Company’s debt consists of the following for periods presented below (in millions, except for percentages): December 31, 2019 December 31, Contractual Interest Rate Effective Interest Rate 2019 2018 Maturity Corporate-level Corporate Revolving Credit Facility $ 75 $ 198 varies (1) 3.84 % November 2022 Term Loan 250 — varies (7) 3.00 % July 2022 2020 Notes 225 225 4.00 % 6.60 % July 2020 2024 Notes 350 350 5.88 % 5.88 % February 2024 Project-level Fixed interest rate Santa Isabel term loan 96 100 4.57 % 4.57 % September 2033 Mont Sainte Marguerite-Med Term Loan 60 62 3.97 % 3.97 % December 2029 Mont Sainte Marguerite-Long Term loan 97 93 5.04 % 5.04 % June 2042 Henvey Inlet 77 — 4.20 % (8) 4.20 % December 2038 Variable interest rate Henvey Inlet 646 — varies (8) 4.35 % March 2037 Gulf Wind Construction Loan 82 — 5.50 % 5.50 % December 2020 Japan Credit Facility 25 25 varies (5) 1.82 % August 2022 Ocotillo commercial term loan 268 281 3.44 % 4.04 % (3) June 2033 St. Joseph term loan (2) 151 152 3.83 % 4.09 % (3) November 2033 Western Interconnect term loan (6) 90 52 3.49 % 4.37 % (3) August 2034 Meikle term loan (2) 244 239 3.48 % 3.85 % (3) May 2024 Futtsu term loan 71 75 1.07 % 1.86 % (3) December 2033 Ohorayama term loan 90 93 0.87 % 1.50 % (3) February 2036 Tsugaru Term Loan 297 131 0.72 % 0.72 % (3) March 2038 Tsugaru Holdings Loan Agreement 61 59 3.13 % 3.13 % July 2022 Imputed interest rate Hatchet Ridge financing lease obligation 80 88 1.43 % 1.43 % December 2029 Hatchet Ridge financing equity obligation 88 92 1.43 % 1.43 % December 2032 3,423 2,315 Unamortized premium/discount, net (4) — (11 ) Unamortized financing costs (22 ) (21 ) Total debt, net $ 3,401 $ 2,283 As reflected on the consolidated balance sheets Revolving credit facility, current $ 75 $ 198 Revolving credit facility 25 25 Current portion of long-term debt, net of financing costs 414 56 Long term debt, net of financing costs 2,887 2,004 Total debt, net $ 3,401 $ 2,283 (1) Refer to Corporate Revolving Credit Facility for interest rate details. (2) The amortization for the St. Joseph term loan and the Meikle term loan are through September 2036 and December 2038, respectively, which differs from the stated maturity date of such loans due to prepayment requirements. (3) Includes impact of interest rate swaps. See Note 12 , Derivative Instruments , for discussion of interest rate swaps. (4) The discount relates to the 2020 Notes and MSM term loans. (5) Refer to Japan Credit Facility for interest rate details. (6) Refer to "Project Debt - Western Interconnect" below for additional borrowing details. (7) Refer to Incremental Bank Loan for interest rate details. (8) Refer to "Project Debt - Henvey Inlet" below for additional borrowing details. |
Summary of Principal Payments Due under Long Term Debt | The following are principal payments, excluding deferred financing costs, due under the Company's debt as of December 31, 2019 for the following years (in millions): Amount 2020 $ 532 2021 166 2022 368 2023 123 2024 324 Thereafter 1,910 Total $ 3,423 |
Schedule of Reconciliation of Interest Expense | Interest and commitment fees incurred and interest expense for debt consisted of the following (in millions): Year ended December 31, 2019 2018 2017 Corporate-level interest and commitment fees incurred $ 46 $ 38 $ 34 Project-level interest and commitment fees incurred 59 64 55 Capitalized interest, commitment fees, and letter of credit fees (5 ) (4 ) — Amortization of debt discount/premium, net 6 5 5 Amortization of financing costs 5 6 8 Interest expense $ 111 $ 109 $ 102 |
Convertible Debt | The following table presents a summary of the equity and liability components of the 2020 Notes (in millions): December 31, 2019 2018 Principal $ 225 $ 225 Less: Unamortized debt discount (3 ) (8 ) Unamortized financing costs (1 ) (2 ) Carrying value of convertible senior notes $ 221 $ 215 Carrying value of the equity component (1) $ 24 $ 24 (1) Included in the consolidated balance sheets as additional paid-in capital, net of $1 million in equity issuance costs. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following tables present the fair values of the Company's derivative instruments on a gross basis as reflected on the Company’s consolidated balance sheets (in millions): December 31, 2019 Derivative Assets Derivative Liabilities Current Long-Term Current Long-Term Fair Value of Designated Derivatives: Interest rate swaps $ — $ — $ 11 $ 84 Fair Value of Undesignated Derivatives: Foreign currency forward contracts 2 8 1 — Embedded derivative — — — 19 Congestion revenue rights 1 — — — Total Fair Value $ 3 $ 8 $ 12 $ 103 December 31, 2018 Derivative Assets Derivative Liabilities Current Long-Term Current Long-Term Fair Value of Designated Derivatives: Interest rate swaps $ — $ 3 $ 2 $ 25 Fair Value of Undesignated Derivatives: Interest rate swaps — — — 4 Energy derivative 7 — — — Foreign currency forward contracts 6 6 — 2 Congestion revenue rights 1 — — — Total Fair Value $ 14 $ 9 $ 2 $ 31 |
Schedule of Notional Amounts of Outstanding Derivative Positions | The following table summarizes the notional amounts of the Company's outstanding derivative instruments (in millions except for MWh): December 31, Unit of Measure 2019 2018 Designated Derivative Instruments Interest rate swaps USD $ 345 $ 319 Interest rate swaps CAD $ 1,502 $ 721 Interest rate swaps JPY ¥ 54,693 ¥ 55,675 Undesignated Derivative Instruments Interest rate swaps USD $ — $ 138 Energy derivative MWh — 193,252 Embedded derivative USD $ 236 $ — Foreign currency forward contracts CAD $ 66 $ 106 Foreign currency forward contracts JPY ¥ 10,511 ¥ 11,589 Congestion revenue rights MWh 839 505 |
Derivative Instruments, Gain (Loss) | The following table presents the pre-tax effect of the hedging instruments designated as cash flow recognized in accumulated other comprehensive loss, amounts reclassified to earnings for the following periods, as well as, amounts recognized in interest expense (in millions): Year ended December 31, Description 2019 2018 2017 Losses recognized in accumulated OCI Effective portion of change in fair value $ (31 ) $ (6 ) $ (2 ) Losses reclassified from accumulated OCI into: Interest expense Derivative settlements $ (4 ) $ (5 ) $ (10 ) Loss on derivatives De-designation of derivatives $ — $ — $ (2 ) |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The following table presents gains and losses on derivatives not designated as hedges (in millions): Year ended December 31, Derivative Type Financial Statement Line Item 2019 2018 2017 Interest rate derivatives Gain (loss) on derivatives $ 1 $ — $ (1 ) Energy derivative Electricity sales $ — $ (3 ) $ 5 Embedded derivative Gain (loss) on derivatives $ 2 $ — $ — Foreign currency forward contracts Gain (loss) on derivatives $ (4 ) $ 16 $ (7 ) Foreign currency option contract Gain (loss) on derivatives $ — $ 1 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases are as follows (in millions): Operating leases Balance sheet location December 31, 2019 Operating lease right-of-use assets Other assets $ 61 Operating lease liabilities, current Other current liabilities (10 ) Operating lease liabilities Other long-term liabilities (66 ) Total operating lease liabilities $ (76 ) |
Schedule of Maturities of Operating Lease Liabilities | As of December 31, 2019 , maturities of operating lease liabilities were as follows (in millions): 2020 $ 9 2021 9 2022 9 2023 9 2024 9 Thereafter 42 Total lease payment 87 Less imputed interest (11 ) Total $ 76 |
Schedule of Lease Cost | The components of lease expense are as follows (in millions): Year ended December 31, 2019 Operating lease cost $ 8 Sublease income (2 ) Total lease cost $ 6 Supplemental cash flow and other information related to the Company's operating leases are as follows (in millions, except for lease term and discount rate): Year ended December 31, 2019 Operating cash flows from operating leases (1) $ (9 ) Right of use assets obtained in exchange for new operating lease obligations (2) $ 1 Weighted average remaining lease term (years): 11 Weighted average discount rate (3) : 3.23 % (1) Represents cash paid for amounts included in the measurement of lease liabilities. (2) Represents non-cash activity and, accordingly, is not reflected in the consolidated statements of cash flows. (3) When an implicit rate is not readily determinable, the interest rate used to determine the present value of the future lease payments is the Company's incremental borrowing rate. |
Schedule of Estimated Future Commitments Related to Operating Leases and Land Agreements | As of December 31, 2018, estimated future commitments related to operating leases and land agreements were as follows (in millions): 2019 $ 22 2020 21 2021 22 2022 21 2023 22 Thereafter 352 Total $ 460 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Accumulated Other Comprehensive (Loss) Income | The following table summarizes changes in the accumulated other comprehensive loss balance, net of tax, by component (in millions): Foreign Currency Effective Portion of Change in Fair Value of Derivatives Proportionate Share of Equity Investee's OCI Total Balances at December 31, 2016 $ (43 ) $ (13 ) $ (7 ) $ (63 ) Other comprehensive income (loss) before reclassifications 15 (3 ) 6 18 Amounts reclassified from accumulated other comprehensive loss — 11 8 19 Net current period other comprehensive income 15 8 14 37 Balances at December 31, 2017 (28 ) (5 ) 7 (26 ) Other comprehensive loss before reclassifications (37 ) (4 ) (3 ) (44 ) Amounts reclassified from accumulated other comprehensive loss — 5 5 10 Net current period other comprehensive income (loss) (37 ) 1 2 (34 ) Balances at December 31, 2018 (65 ) (4 ) 9 (60 ) Other comprehensive income (loss) before reclassifications 21 (28 ) (3 ) (10 ) Amounts reclassified from accumulated other comprehensive loss — 3 2 5 Net current period other comprehensive income (loss) 21 (25 ) (1 ) (5 ) Balances at December 31, 2019 $ (44 ) $ (29 ) $ 8 $ (65 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and (Liabilities) Required Fair Value Measurement on Recurring Basis | The Company’s financial assets and liabilities which require fair value measurement on a recurring basis are classified within the fair value hierarchy as follows (in millions): December 31, 2019 Level 1 Level 2 Level 3 Total Assets Foreign currency forward contracts $ — $ 10 $ — $ 10 Congestion revenue rights — — 1 1 $ — $ 10 $ 1 $ 11 Liabilities Interest rate swaps $ — $ 95 $ — $ 95 Embedded derivative — — 19 19 Foreign currency forward contracts — 1 — 1 Contingent consideration — — 126 126 $ — $ 96 $ 145 $ 241 December 31, 2018 Level 1 Level 2 Level 3 Total Assets Interest rate swaps $ — $ 3 $ — $ 3 Energy derivative — — 7 7 Foreign currency forward contracts — 12 — 12 Congestion revenue rights — — 1 1 $ — $ 15 $ 8 $ 23 Liabilities Interest rate swaps $ — $ 31 $ — $ 31 Foreign currency forward contracts — 2 — 2 Contingent consideration — — 130 130 $ — $ 33 $ 130 $ 163 |
Reconciliation of Derivative Assets Measured at Fair Value | The following table presents a reconciliation of the energy derivative contract measured at fair value on a recurring basis using significant unobservable inputs (in millions): Energy Derivative 2019 2018 Balance, beginning of year $ 7 $ 27 Total gain (loss) included in electricity sales 1 (3 ) Settlements (8 ) (17 ) Balance, end of year $ — $ 7 |
Reconciliation of Derivative Liabilities Measured at Fair Value | The following table presents a reconciliation of the embedded derivative measured at fair value on a recurring basis using significant unobservable inputs (in millions): Embedded Derivative 2019 Balance, beginning of year $ — Initial value of derivative bifurcated from Preferred Share proceeds 21 Total gain included in other income (expense), net (2 ) Balance, end of year $ 19 The following table presents a reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (in millions): Contingent Consideration Liability 2019 2018 Balance, beginning of year $ 130 $ 22 Purchases 3 106 Total loss included in development expenses 14 — Total loss included in other income (expense), net 8 5 Foreign currency translation adjustments recognized in accumulated OCI 1 — Settlements (30 ) (3 ) Balance, end of year $ 126 $ 130 |
Schedule of Valuation Techniques and Significant Unobservable Inputs Used in Level 3 Fair Value Measurements | The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements were as follows (in millions, for fair value): December 31, 2019 Fair Value Valuation Technique Significant Unobservable Inputs Range Tsugaru contingent consideration $123 Discounted cash flow Deferred purchase price $109 - $128 million Discount rate 6.90% Congestion revenue rights $1 Market approach Auction prices $0.60 - $13.98 (1) Embedded derivative $19 Market approach Redemption price $236 - $255 million Discount rate 7.48% - 8.24% December 31, 2018 Fair Value Valuation Technique Significant Unobservable Inputs Range Energy derivative $7 Discounted cash flow Forward electricity prices $20.02 - $32.58 (1) Discount rate 2.80% - 2.81% Broadview contingent consideration $25 Discounted cash flow Discount rate 4.0% - 8.0% Annual energy production loss 0.70% Tsugaru contingent consideration $105 Discounted cash flow Deferred purchase price $109 - $128 million Discount rate 6.90% Congestion revenue rights $1 Market approach Auction prices $2.48 - $8.23 (1) (1) |
Carrying Amounts and Fair Values of Company's Financial Liabilities | The following table presents the carrying amount and fair value and the fair value hierarchy of the Company’s financial liabilities that are not measured at fair value in the consolidated balance sheets, but for which fair value is disclosed (in millions): Fair Value As reflected on the balance sheet Level 1 Level 2 Level 3 Total December 31, 2019 Total debt, net $ 3,401 $ — $ 3,427 $ — $ 3,427 December 31, 2018 Total debt, net $ 2,283 $ — $ 2,240 $ — $ 2,240 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of Provision for Income Taxes | The following table presents significant components of the provision for income taxes (in millions): Year ended December 31, 2019 2018 2017 Current: Federal $ — $ — $ — State — — — Foreign 6 16 — Total current expense 6 16 — Deferred: Federal — — (3 ) State — — — Foreign 37 16 15 Total deferred expense 37 16 12 Total provision for income taxes $ 43 $ 32 $ 12 |
Domestic and Foreign Components of Net Income (Loss) Before Income Tax (Benefit) Expense | The following table presents the domestic and foreign components of net loss before income tax provision (in millions): Year ended December 31, 2019 2018 2017 U.S. $ (215 ) $ (158 ) $ (119 ) Foreign 151 121 49 Total $ (64 ) $ (37 ) $ (70 ) |
Reconciliation of Statutory U.S Federal Income Tax Rate to Effective Tax Rate | The following table presents a reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate, as a percentage of income before taxes for the following periods: Year ended December 31, 2019 2018 2017 Computed tax at statutory rate 21.0 % 21.0 % 35.0 % Adjustment for income in non-taxable entities allocable to noncontrolling interests (25.1 )% (125.2 )% (32.6 )% Foreign rate differential Tax rate differential on pre-tax book income (12.1 )% (16.1 )% 6.4 % Dual taxpaying entities outside basis difference (57.5 )% (78.5 )% (23.0 )% Local tax on branch profits/(losses)—Puerto Rico 0.2 % (0.1 )% 0.1 % Permanent book/tax differences (domestic only) (0.7 )% 0.5 % (0.1 )% Valuation allowance change (99.3 )% 38.9 % 47.7 % Subpart F income (3.2 )% (7.9 )% (3.5 )% Capital gain exclusion - sale of partnership interest 13.6 % 24.7 % — % §162(m) - Officer's compensation (1.1 )% — % — % Contingent consideration accretion (8.9 )% (4.9 )% — % Deferred tax adjustment 27.7 % — % — % Impairment — % 1.4 % — % Tax credits 78.4 % 61.7 % 31.6 % Effect of U.S. tax rate change under Tax Cuts and Jobs Act — % — % (78.1 )% Other 0.1 % (2.5 )% (0.1 )% Effective income tax rate (66.9 )% (87.0 )% (16.6 )% |
Components of Deferred Tax Assets and Deferred Tax Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in millions): Year ended December 31, 2019 2018 Deferred tax assets: Accruals and prepaids $ 2 $ 3 Basis difference in derivatives 11 3 Hatchet Ridge financing 17 17 Asset retirement obligation 45 32 Net operating loss carryforwards 258 230 Foreign currency translation adjustments 1 2 Other deferred tax assets 19 12 Right of Use lease liabilites 20 — Tax credits 169 118 Total gross deferred tax assets 542 417 Less: Valuation allowance (249 ) (175 ) Total gross deferred tax assets net of valuation allowance $ 293 $ 242 Deferred tax liabilities: Property, plant and equipment $ (198 ) $ (215 ) Intangibles (24 ) (24 ) Partnership interest (187 ) (108 ) Deferred interest, commitment fees and financing costs (2 ) (2 ) Unrealized gain on derivatives — (2 ) Basis difference in subsidiaries — (2 ) Basis difference in derivatives (4 ) — Right of use asset (19 ) — Acquisition costs (6 ) — Other deferred tax liabilities (2 ) (1 ) Total gross deferred tax liabilities (442 ) (354 ) Total net deferred tax assets/(liabilities) $ (149 ) $ (112 ) |
Redeemable Preferred Stock (Tab
Redeemable Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Reconciliation of Preferred Shares | The following table presents a reconciliation of the beginning and ending carrying amounts of the Preferred Shares as reported in the consolidated balance sheets (in millions): 2019 Balance, beginning of year $ — Issuance of Preferred Shares 256 Initial value of derivative bifurcated from Preferred Share proceeds (21 ) Issuance costs (1 ) Balance, end of year $ 234 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Noncontrolling Interests By Project | The following table presents the balances for noncontrolling interests by project (in millions). December 31, 2019 2018 Logan's Gap $ 119 $ 132 Panhandle 1 114 131 Panhandle 2 158 176 Post Rock 95 116 Amazon Wind 89 101 Broadview Project 235 257 Futtsu 10 10 Meikle 52 57 MSM 39 37 Stillwater 91 95 Belle River 20 — Grady 293 — Henvey 199 — Noncontrolling interests $ 1,514 $ 1,112 |
Schedule of Noncontrolling Interest | The following table presents the components of total noncontrolling interests as reported in stockholders’ equity in the consolidated balance sheets (in millions). Capital Accumulated Income (Loss) Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Balances at December 31, 2016 $ 954 $ (62 ) $ (1 ) $ 891 Acquisitions 390 — — 390 Distributions to noncontrolling interests (20 ) — — (20 ) Partial sale of subsidiary 56 — — 56 Net loss — (64 ) — (64 ) Other comprehensive income, net of tax — — 1 1 Balances at December 31, 2017 $ 1,380 $ (126 ) $ — $ 1,254 Acquisitions 49 — — 49 Contribution from noncontrolling interests 98 — — 98 Distributions to noncontrolling interests (38 ) — — (38 ) Sale of subsidiaries (37 ) 5 — (32 ) Net loss (1) — (211 ) — (211 ) Other comprehensive loss, net of tax — — (8 ) (8 ) Balances at December 31, 2018 $ 1,452 $ (332 ) $ (8 ) $ 1,112 Acquisitions 479 — — 479 Contribution from noncontrolling interests 28 — — 28 Distributions to noncontrolling interests (41 ) — — (41 ) Net loss — (76 ) — (76 ) Other comprehensive income, net of tax — — 12 12 Balances at December 31, 2019 $ 1,918 $ (408 ) $ 4 $ 1,514 (1) On December 22, 2017, the Tax Act was signed into law, which enacted major changes to the U.S. federal income tax laws, including a permanent reduction in the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018. Reduction in the corporate income tax rate resulted in a one-time reduction in the noncontrolling interests attributable to partners in its tax equity partnerships. As part of the liquidation waterfall, the Company allocated significantly lower portions of the hypothetical liquidation proceeds to compensate certain noncontrolling interest investors for tax gains on the hypothetical sale calculated at the lowered rate of 21% as compared to the rate of 35% that was previously utilized. For the year ended December 31, 2018, included in net loss attributable to noncontrolling interests is a one-time adjustment of $150 million as a result of the decrease in the federal corporate income tax rate. |
Equity Incentive Award Plan (Ta
Equity Incentive Award Plan (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | A summary of option activity under the employee share option plan as of December 31, 2019 , and changes during the year then ended is presented below. Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2018 382,154 $ 22.00 Forfeited or expired — $ — Outstanding at December 31, 2019 382,154 3.7 — Exercisable at December 31, 2019 382,154 3.7 — |
Schedule of Share-based Payment Award, TSR-RSAs, Valuation Assumptions | The Company measures the fair value of these restricted stock awards at the grant date using a Monte Carlo simulation model and amortizes the fair value over the longer of the requisite period or performance period. The Company estimates expected volatility based on the actual volatility of the Company's daily closing share price since listing on September 27, 2013 and the historical volatility of comparable publicly traded companies for a period that is equal to the performance period. The risk-free interest rate is based on the yield on U.S. government bonds for a period commensurate with the performance period. The assumptions used to estimate the fair value of TSR-RSAs are as follows: Years ended December 31, 2019 2018 2017 Expected stock price volatility (1) 27% 32% 34% Expected dividend yield N/A N/A N/A Risk-free interest rate 2.36% 2.38% 1.60% Expected performance period in years (2) 2.8 2.8 2.8 (1) The expected volatility was estimated using the historical volatility derived from the Company's Class A common stock. (2) The expected performance period was estimated based on the length of the remaining performance period from the grant date. |
Summary of Restricted Stock Awards Activity | The following table summarizes RSA activity under the 2013 Plan for the year ended December 31, 2019 : Shares Weighted-Average Grant-Date Nonvested at December 31, 2018 122,128 $ 18.84 Granted 124,810 $ 21.78 Vested (118,470 ) $ 19.92 Forfeited (9,940 ) $ 20.20 Nonvested at December 31, 2019 118,528 $ 20.74 The following table summarizes TSR-RSAs activity under the 2013 Plan for the year ended December 31, 2019 : Shares Weighted-Average Grant-Date Nonvested at December 31, 2018 259,643 $ 19.40 Granted 96,127 $ 22.60 Vested (72,768 ) 20.63 Forfeited (18,192 ) 20.63 Nonvested at December 31, 2019 264,810 $ 20.14 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computations of Basic and Diluted Earnings (Loss) per Share | The computations for Class A basic and diluted earnings (loss) per share are as follows (in millions except share data): Year ended December 31, 2019 2018 2017 Numerator for basic and diluted earnings (loss) per share: Net income (loss) attributable to Pattern Energy $ (31 ) $ 142 $ (18 ) Less: Preferred Share dividends (4 ) — — Less: earnings allocated to participating securities — — — Net income (loss) attributable to common stockholders $ (35 ) $ 142 $ (18 ) Denominator for earnings (loss) per share: Weighted average number of shares: Class A common stock - basic 97,603,555 97,456,407 89,179,343 Add dilutive effect of: Restricted stock awards — 193,910 — Restricted stock units — 1,184 — Class A common stock - diluted 97,603,555 97,651,501 89,179,343 Earnings (loss) per share: Class A common stock: Basic $ (0.35 ) $ 1.45 $ (0.20 ) Diluted $ (0.35 ) $ 1.45 $ (0.20 ) Dividends declared per Class A common share $ 1.69 $ 1.69 $ 1.67 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | The following table summarizes estimates of future commitments related to the various agreements that the Company has entered into as of December 31, 2019 (in millions): 2020 2021 2022 2023 2024 Thereafter Total Transmission service agreements (1) $ 36 $ 36 $ 36 $ 36 $ 36 $ 710 $ 890 Land agreements (2) 13 13 13 13 13 417 482 Service and maintenance agreements 37 35 29 29 22 49 201 Construction and other commitments 249 6 4 5 5 73 342 Total commitments $ 335 $ 90 $ 82 $ 83 $ 76 $ 1,249 $ 1,915 (1) Future commitments under the transmission service agreements are based on current rates, which are subject to future changes. (2) Certain land agreements have adjustments for market provisions. Amounts in the above table represent the best estimates of future payments to be made under these agreements. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Receivable and Payable | The table below presents amounts due from and to related parties as included in the consolidated balance sheets for the following periods (in millions): December 31, 2019 2018 Related party receivable $ 17 $ 7 Total due from related parties $ 17 $ 7 Other current liabilities $ 17 $ 9 Contingent liabilities, current 126 25 Contingent liabilities — 105 Total due to related parties $ 143 $ 139 |
Related Party Revenue and Expense Included in Combined Statement of Operations | The table below presents the revenue, reimbursement and (expenses) recognized for management services and under the MSA, as included in the statements of operations for the following periods (in millions): Years Ended December 31, Related Party Agreement Financial Statement Line Item 2019 2018 2017 Management fees Other revenue $ 9 $ 9 $ 8 Interconnection fees Other revenue $ 8 $ — $ — Management fees Project expense $ 2 $ 1 $ — MSA reimbursement General and administrative $ 10 $ 12 $ 12 MSA costs Related party general and administrative expense $ (18 ) $ (15 ) $ (14 ) |
Related Party Transactions Purchase Agreements | During the years ended December 31, 2019 , and 2018 , the Company consummated the following investment and acquisitions with Pattern Energy Group LP and Pattern Development which are further detailed in Note 5 , Acquisitions (in millions): Acquisitions from Pattern Development Companies Date of Acquisition Cash consideration net of acquired cash Debt Assumed Contingent Consideration Japan projects March 7, 2018 $ 158 $ 181 $ 106 MSM August 10, 2018 $ 31 $ 196 $ — Stillwater Wind LLC November 20, 2018 $ 17 $ — $ — Belle River August 2, 2019 $ 18 $ — $ — North Kent August 2, 2019 $ 26 $ — $ — Grady October 10, 2019 $ 84 $ — $ — Henvey Inlet October 25, 2019 $ 172 $ 724 $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment information for the years ended December 31, 2019 and 2018 are presented in the table below. For the Year Ended December 31, 2019 (in millions) Operating Business Development Investment (1) Corporate, Other and Eliminations Reconciling Amounts (2) Consolidated Total revenue $ 532 $ 72 $ 9 $ (72 ) $ 541 Depreciation, amortization and accretion $ 316 $ 1 $ 2 $ (1 ) $ 318 Impairment expense $ — $ 2 $ — $ (2 ) $ — Operating income (loss) $ 7 $ (26 ) $ (54 ) $ 26 $ (47 ) Earnings (loss) in unconsolidated investments (3) $ 152 $ 1 $ (45 ) $ (1 ) $ 107 Interest expense $ 60 $ 1 $ 51 $ (1 ) $ 111 Income tax provision $ 11 $ — $ 32 $ — $ 43 Net income (loss) $ 80 $ (27 ) $ (187 ) $ 27 $ (107 ) Adjusted EBITDA $ 419 $ (25 ) $ (60 ) $ 25 Capital expenditures $ (259 ) $ (43 ) $ (5 ) $ 43 $ (264 ) As of December 31, 2019 Property, plant and equipment, net $ 4,772 $ 4 $ 46 $ (4 ) $ 4,818 Unconsolidated investments $ 410 $ 9 $ (112 ) $ (9 ) $ 298 Total assets $ 11,282 $ 137 $ (4,109 ) $ (137 ) $ 7,173 For the Year Ended December 31, 2018 (in millions) Operating Business Development Investment (1) Corporate, Other and Eliminations Reconciling Amounts (2) Consolidated Total revenue $ 475 $ 39 $ 8 $ (39 ) $ 483 Depreciation, amortization and accretion $ 247 $ — $ 3 $ — $ 250 Impairment expense $ — $ 11 $ 7 $ (11 ) $ 7 Operating income (loss) $ 45 $ (33 ) $ (43 ) $ 33 $ 2 Earnings (loss) in unconsolidated investments (3) $ 41 $ 1 $ (40 ) $ (1 ) $ 1 Interest expense $ 63 $ 1 $ 46 $ (1 ) $ 109 Income tax provision $ 11 $ 1 $ 21 $ (1 ) $ 32 Net income (loss) $ (38 ) $ (35 ) $ (31 ) $ 35 $ (69 ) Adjusted EBITDA $ 391 $ (22 ) $ (19 ) $ 22 Capital expenditures $ (175 ) $ (61 ) $ (6 ) $ 61 $ (181 ) As of December 31, 2018 Property, plant and equipment, net $ 4,054 $ 2 $ 65 $ (2 ) $ 4,119 Unconsolidated investments $ 228 $ 10 $ 42 $ (10 ) $ 270 Total assets $ 8,990 $ 187 $ (3,696 ) $ (187 ) $ 5,294 (1) Amounts represent the Company's proportionate share in Pattern Development. The Company's proportionate share of revenue in Pattern Development for the years ended December 31, 2019 and 2018 includes amounts from the sale of development projects to third-parties and electricity sales. (2) The Company accounts for its investment in Pattern Development under the equity method. Therefore, the reconciling amounts are presented to eliminate Pattern Development and to reconcile to the consolidated totals. (3) Included in Corporate, Other and Eliminations for the years ended December 31, 2019 and 2018 is a $27 million loss and $35 million loss, respectively, related to the Company's portion of the loss of Pattern Development, and for the years ended December 31, 2019 and 2018, the elimination of intra entity profits of approximately $18 million and $5 million , respectively. |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Reconciliation of segment Adjusted EBITDA to the Company's consolidated net loss for the years ended December 31, 2019 and 2018 is as follows: Year ended December 31, (in millions) 2019 2018 Operating Business Adjusted EBITDA $ 419 $ 391 Development Investment Adjusted EBITDA (25 ) (22 ) Corporate, Other and Eliminations Adjusted EBITDA (60 ) (19 ) Reconciling Amounts Adjusted EBITDA 25 22 Less, proportionate share from unconsolidated investments Interest expense, net of interest income (31 ) (38 ) Income tax provision — (1 ) Depreciation, amortization and accretion (30 ) (35 ) Gain (loss) on derivatives (8 ) 1 Unrealized loss derivatives (6 ) (5 ) Early extinguishment of debt — (6 ) Impairment expense — (7 ) Adjustments from unconsolidated investments 126 — Other (17 ) (2 ) Gain on asset sales — 71 Interest expense, net of interest income (107 ) (107 ) Depreciation, amortization and accretion (350 ) (280 ) Net loss before income tax (64 ) (37 ) Income tax provision (43 ) (32 ) Net loss $ (107 ) $ (69 ) |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Quarterly financial data in millions, except per share data: Three months ended December 31, September 30, June 30, March 31, 2019 2019 2019 2019 Revenue $ 147 $ 119 $ 140 $ 135 Gross profit (loss) $ 12 $ (3 ) $ 17 $ 6 Net income (loss) $ 40 $ (71 ) $ (30 ) $ (46 ) Net loss attributable to noncontrolling interests $ (17 ) $ (20 ) $ (23 ) $ (16 ) Net income (loss) attributable to Pattern Energy $ 57 $ (51 ) $ (7 ) $ (30 ) Earnings (loss) per share Basic $ 0.55 $ (0.53 ) $ (0.07 ) $ (0.31 ) Diluted $ 0.54 $ (0.53 ) $ (0.07 ) $ (0.31 ) Cash dividends declared per Class A common share $ 0.4220 $ 0.4220 $ 0.4220 $ 0.4220 Three months ended December 31, September 30, June 30, March 31, 2018 2018 2018 2018 Revenue $ 113 $ 118 $ 140 $ 112 Gross profit (loss) $ (14 ) $ 20 $ 44 $ 14 Net loss $ (22 ) $ (32 ) $ (2 ) $ (13 ) Net loss attributable to noncontrolling interests (1) $ (9 ) $ (19 ) $ (34 ) $ (149 ) Net income (loss) attributable to Pattern Energy $ (13 ) $ (13 ) $ 32 $ 136 Earnings (loss) per share Basic and diluted earnings (loss) per share—Class A common stock $ (0.15 ) $ (0.13 ) $ 0.34 $ 1.39 Diluted (loss) earnings per share—Class A common stock $ (0.15 ) $ (0.13 ) $ 0.34 $ 1.32 Cash dividends declared per Class A common share $ 0.4220 $ 0.4220 $ 0.4220 $ 0.4220 (1) As discussed in Note 18 , Stockholders' Equity , for the three months ended March 31, 2018, included in net loss attributable to noncontrolling interests is a one-time adjustment of $150 million as a result of the decrease in the federal corporate income tax rate. |
Organization (Details)
Organization (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2019USD ($)projectGW | Jun. 30, 2020$ / shares | Oct. 31, 2013 | Oct. 31, 2012shares | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Number of ownership interests held in renewable energy projects | project | 28 | |||
Power generation capacity (in GW) | GW | 4.4 | |||
Shares issued (in shares) | shares | 100 | |||
Merger Agreement | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Transaction related expenses | $ | $ 10 | |||
Forecast | Pacific US Inc. | Merger Agreement | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Share price (in dollars per share) | $ / shares | $ 26.75 | |||
Subsidiaries | Pattern Energy Group LP | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Ownership percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Significant Accounting Policies [Line Items] | ||||
Tax expense | $ 43,000,000 | $ 32,000,000 | $ 12,000,000 | |
Counterparty collateral | 0 | 6,000,000 | ||
Counterparty collateral liability | 0 | 6,000,000 | ||
Impairment expense | 0 | 7,000,000 | 0 | |
Commitment to provide additional funding to unconsolidated investments | $ 0 | $ 0 | $ 0 | |
Contract terms | As the power purchase agreement is an operating lease, the advanced lease payments will be recorded as lease revenue on a straight-line basis over the 25-year term of the agreement. | |||
Operating lease right-of-use assets | $ 61,000,000 | |||
Operating lease liabilities | $ 76,000,000 | |||
Minimum | Easements land option and mining rights agreements | ||||
Significant Accounting Policies [Line Items] | ||||
Term of estimated useful lives | 12 years | |||
Maximum | Easements land option and mining rights agreements | ||||
Significant Accounting Policies [Line Items] | ||||
Term of estimated useful lives | 50 years | |||
Wind farms constructed before 2011 | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment useful lives (in years) | 20 years | |||
Wind farms constructed after 2011 | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment useful lives (in years) | 25 years | |||
Wind farms constructed after 2011 | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment useful lives (in years) | 30 years | |||
Solar Facilities | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment useful lives (in years) | 25 years | |||
Transmission asset | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment useful lives (in years) | 50 years | |||
Non wind farms assets | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment useful lives (in years) | 2 years | |||
Non wind farms assets | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment useful lives (in years) | 5 years | |||
Accounting Standards Update 2016-02 | ||||
Significant Accounting Policies [Line Items] | ||||
Operating lease right-of-use assets | $ 65,000,000 | |||
Operating lease liabilities | $ 79,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash and Cash Equivalents and Restricted Cash As Presented in SCF (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 156 | $ 101 | $ 117 | |
Restricted cash - current | 0 | 4 | 9 | |
Restricted cash | 63 | 18 | 12 | |
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 219 | $ 123 | $ 138 | $ 109 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Significant Customers (Details) - Customer Concentration Risk - Revenue | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
PG&E | |||
Concentration Risk [Line Items] | |||
Concentrations of credit risk (percent) | 4.90% | 5.30% | 6.80% |
PREPA | |||
Concentration Risk [Line Items] | |||
Concentrations of credit risk (percent) | 4.00% | 4.10% | 4.20% |
San Diego Gas & Electric | |||
Concentration Risk [Line Items] | |||
Concentrations of credit risk (percent) | 11.40% | 12.20% | 13.40% |
Southern California Edison Company | |||
Concentration Risk [Line Items] | |||
Concentrations of credit risk (percent) | 11.10% | 11.90% | 5.80% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Geographical Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | $ 147 | $ 119 | $ 140 | $ 135 | $ 113 | $ 118 | $ 140 | $ 112 | $ 541 | $ 483 | $ 411 |
Property, plant and equipment, net | 4,818 | 4,119 | 4,818 | 4,119 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 390 | 346 | 315 | ||||||||
Property, plant and equipment, net | 3,184 | 3,124 | 3,184 | 3,124 | |||||||
Canada | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 115 | 83 | 62 | ||||||||
Property, plant and equipment, net | 1,393 | 745 | 1,393 | 745 | |||||||
Japan | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 36 | 33 | 0 | ||||||||
Property, plant and equipment, net | 241 | 250 | 241 | 250 | |||||||
Chile | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Total revenue | 0 | 21 | $ 34 | ||||||||
Property, plant and equipment, net | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | $ 524 | $ 103 | $ 100 | ||||||||
Revenue | $ 147 | $ 119 | $ 140 | $ 135 | $ 113 | $ 118 | $ 140 | $ 112 | 541 | 483 | 411 |
Electricity sales under PSA | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 486 | 74 | 65 | ||||||||
Electricity sales to market | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 22 | 14 | 21 | ||||||||
Stand-alone REC sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 7 | 7 | 7 | ||||||||
Electricity sales from contracts with customers | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 515 | 95 | 93 | ||||||||
Revenue | 517 | 464 | 402 | ||||||||
Related party management service fees | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 9 | 8 | 7 | ||||||||
Other revenue from contracts with customers | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue from contracts with customers | 9 | 8 | 7 | ||||||||
Revenue | 24 | 19 | 9 | ||||||||
Other electricity sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 2 | 369 | 309 | ||||||||
Other revenue | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 15 | $ 11 | $ 2 |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 67 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 67 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 66 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 66 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 66 |
Remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 532 |
Remaining performance obligation, period | |
Stand-alone REC sales | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 13 |
Remaining performance obligation, percent | 85.00% |
Remaining performance obligation, period | 24 months |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
2020 | $ 1,000 |
2021 | 1 |
2022 | 1 |
2023 | 1 |
2024 | 1 |
Thereafter | 21,000 |
Revenue recognized on contract with customer | $ 1,000 |
Divested Operations - Narrative
Divested Operations - Narrative (Details) | Aug. 20, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 21, 2018kmMW |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Impairment expense | $ 0 | $ 7,000,000 | $ 0 | ||
El Arrayan SPA | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Ownership interest | 71.00% | ||||
Distance of facility from Santiago | km | 400 | ||||
Generating capacity | MW | 81 | ||||
Cash proceeds | $ 70,000,000 | ||||
Impairment expense | $ 7,000,000 | $ 0 |
Acquisitions - Business Combina
Acquisitions - Business Combinations (Details) $ in Millions | Oct. 25, 2019USD ($)promissory_noteMW | Oct. 10, 2019USD ($)MW | Mar. 07, 2018USD ($)MW | Dec. 31, 2019USD ($)GW | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||||
Power generation capacity (in MW) | GW | 4.4 | ||||
Goodwill | $ 58 | $ 58 | |||
Henvey Inlet | |||||
Business Acquisition [Line Items] | |||||
Power generation capacity (in MW) | MW | 300 | ||||
Number of promissory notes receivable | promissory_note | 2 | ||||
Consideration transferred | $ 172 | ||||
Debt | 724 | ||||
Face value plus accrued interest of promissory notes receivable | $ 78 | ||||
Interest rate accruing per annum on promissory notes receivable | 10.00% | ||||
Transaction related expenses | $ 1 | ||||
Noncontrolling interest | 186 | ||||
Contingent consideration | 0 | ||||
Goodwill | $ 0 | ||||
Henvey Inlet | Henvey Inlet | |||||
Business Acquisition [Line Items] | |||||
Percent ownership | 49.99% | ||||
Henvey Inlet | HIW Property Holdings LP | |||||
Business Acquisition [Line Items] | |||||
Percent ownership | 49.99% | ||||
Henvey Inlet | Pattern Henvey Inlet GP Holdings Inc. | |||||
Business Acquisition [Line Items] | |||||
Percent ownership | 100.00% | ||||
Henvey Inlet | HIW Property Holdings GP Inc. | |||||
Business Acquisition [Line Items] | |||||
Percent ownership | 50.00% | ||||
Grady | |||||
Business Acquisition [Line Items] | |||||
Power generation capacity (in MW) | MW | 220 | ||||
Consideration transferred | $ 84 | ||||
Debt | 0 | ||||
Transaction related expenses | 1 | ||||
Noncontrolling interest | 295 | ||||
Contingent consideration | 0 | ||||
Goodwill | $ 0 | ||||
Grady | Grady B Member LLC | |||||
Business Acquisition [Line Items] | |||||
Percent ownership | 51.00% | ||||
Noncontrolling interest | $ 295 | ||||
Japan Acquisition | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 264 | ||||
Debt | 181 | ||||
Transaction related expenses | $ 1 | ||||
Noncontrolling interest | 11 | ||||
Contingent consideration | 106 | ||||
Debt assumed | 181 | ||||
Goodwill | $ 60 | ||||
Aomori Prefecture, Japan | Japan Acquisition | Tsugaru | |||||
Business Acquisition [Line Items] | |||||
Power generation capacity (in MW) | MW | 122 | ||||
Kochi Prefecture, Japan | Japan Acquisition | Ohorayama | |||||
Business Acquisition [Line Items] | |||||
Power generation capacity (in MW) | MW | 33 | ||||
Kochi Prefecture, Japan | Japan Acquisition | Otsuki | |||||
Business Acquisition [Line Items] | |||||
Power generation capacity (in MW) | MW | 12 | ||||
Shimane Prefecture, Japan | Japan Acquisition | Kanagi | |||||
Business Acquisition [Line Items] | |||||
Power generation capacity (in MW) | MW | 10 | ||||
Chiba Prefecture, Japan | Japan Acquisition | Futtsu | |||||
Business Acquisition [Line Items] | |||||
Power generation capacity (in MW) | MW | 29 | ||||
Term Conversion Of Tsugaru Construction Loan | Japan Acquisition | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 103 | $ 1 | |||
Term Conversion Of Ohorayama Construction Loan | Japan Acquisition | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 3 | ||||
Pattern Henvey Inlet GP Holdings Inc. | Henvey Inlet | Henvey Inlet Wind GP Inc. | |||||
Business Acquisition [Line Items] | |||||
Percent ownership | 50.00% | ||||
Henvey Inlet Wind GP Inc. | Henvey Inlet | Henvey Inlet | |||||
Business Acquisition [Line Items] | |||||
Percent ownership | 0.02% | ||||
HIW Property Holdings GP Inc. | Henvey Inlet | HIW Property Holdings LP | |||||
Business Acquisition [Line Items] | |||||
Percent ownership | 0.02% | ||||
Grady Energy Holdings LLC | Grady | Grady LP | |||||
Business Acquisition [Line Items] | |||||
Percent ownership | 100.00% | ||||
Grady B Member LLC | Grady | Grady Energy Holdings LLC | |||||
Business Acquisition [Line Items] | |||||
Percent ownership | 100.00% | ||||
PSP Investments | Grady | Grady B Member LLC | |||||
Business Acquisition [Line Items] | |||||
Percent ownership | 49.00% | ||||
Consideration transferred | $ 96 |
Acquisitions - Asset Acquisitio
Acquisitions - Asset Acquisitions (Details) | Nov. 20, 2018USD ($)MW | Aug. 10, 2018USD ($)MW | Dec. 31, 2019GW | Dec. 31, 2018USD ($) |
Schedule of Asset Acquisition [Line Items] | ||||
Power generation capacity (in MW) | GW | 4.4 | |||
Stillwater Acquisition | ||||
Schedule of Asset Acquisition [Line Items] | ||||
Power generation capacity (in MW) | MW | 80 | |||
Consideration transferred | $ 111,000,000 | |||
Transaction costs capitalized | 1,000,000 | |||
Gain (loss) recognized upon acquisition | $ 0 | |||
MSM | ||||
Schedule of Asset Acquisition [Line Items] | ||||
Power generation capacity (in MW) | MW | 143 | |||
Consideration transferred | $ 31,000,000 | |||
Gain (loss) recognized upon acquisition | $ 0 | |||
Transaction-related expenses incurred | $ 1,000,000 | |||
Stillwater Wind LLC | Stillwater New Energy Holdings LLC | Stillwater Acquisition | ||||
Schedule of Asset Acquisition [Line Items] | ||||
Percentage of shares acquired | 100.00% | |||
MSM | MSM | ||||
Schedule of Asset Acquisition [Line Items] | ||||
Percentage of shares acquired | 51.00% | |||
MSM | MSM | MSM | ||||
Schedule of Asset Acquisition [Line Items] | ||||
Percentage of shares acquired | 99.98% | |||
Pattern MSM GP Holdings, Inc. | MSM | ||||
Schedule of Asset Acquisition [Line Items] | ||||
Percentage of shares acquired | 70.00% | |||
Pattern Development MSM Management ULC | MSM | ||||
Schedule of Asset Acquisition [Line Items] | ||||
Percentage of shares acquired | 70.00% | |||
PSP Investments And Allianz Renewable Energy Partners Of America, LLC | Stillwater Acquisition | ||||
Schedule of Asset Acquisition [Line Items] | ||||
Consideration transferred | $ 95,000,000 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Oct. 25, 2019 | Oct. 10, 2019 | Nov. 20, 2018 | Aug. 10, 2018 | Mar. 07, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||||||
Cash paid for acquisitions, net of cash and restricted cash acquired | $ 326 | $ 415 | $ 297 | |||||
Goodwill | $ 58 | $ 58 | ||||||
Henvey Inlet | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid for acquisitions, net of cash and restricted cash acquired | $ 172 | |||||||
Contingent consideration | 0 | |||||||
Consideration transferred | 172 | |||||||
Property, plant and equipment, net | 645 | |||||||
Construction in progress | 0 | |||||||
Notes receivable | 80 | |||||||
Intangible assets | 533 | |||||||
Goodwill | 0 | |||||||
Other assets acquired | 30 | |||||||
Debt | (724) | |||||||
Deferred tax liabilities | 0 | |||||||
Contract liability | 0 | |||||||
Other liabilities assumed | (206) | |||||||
Total consideration before non-controlling interest | 358 | |||||||
Less: noncontrolling interests | (186) | |||||||
Total consideration | $ 172 | |||||||
Grady | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid for acquisitions, net of cash and restricted cash acquired | $ 84 | |||||||
Contingent consideration | 0 | |||||||
Consideration transferred | 84 | |||||||
Property, plant and equipment, net | 332 | |||||||
Construction in progress | 0 | |||||||
Notes receivable | 0 | |||||||
Intangible assets | 67 | |||||||
Goodwill | 0 | |||||||
Other assets acquired | 7 | |||||||
Debt | 0 | |||||||
Deferred tax liabilities | 0 | |||||||
Contract liability | 0 | |||||||
Other liabilities assumed | (27) | |||||||
Total consideration before non-controlling interest | 379 | |||||||
Less: noncontrolling interests | (295) | |||||||
Total consideration | $ 84 | |||||||
Japan Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid for acquisitions, net of cash and restricted cash acquired | $ 158 | |||||||
Contingent consideration | 106 | |||||||
Consideration transferred | 264 | |||||||
Property, plant and equipment, net | 269 | |||||||
Construction in progress | 179 | |||||||
Notes receivable | 0 | |||||||
Intangible assets | 103 | |||||||
Goodwill | 60 | |||||||
Other assets acquired | 20 | |||||||
Debt | (181) | |||||||
Deferred tax liabilities | (65) | |||||||
Contract liability | 0 | |||||||
Other liabilities assumed | (110) | |||||||
Total consideration before non-controlling interest | 275 | |||||||
Less: noncontrolling interests | (11) | |||||||
Total consideration | $ 264 | |||||||
MSM | ||||||||
Asset Acquisition, Purchase Price [Abstract] | ||||||||
Cash paid for acquisitions, net of cash and restricted cash acquired | $ 31 | |||||||
Contingent consideration | 0 | |||||||
Consideration transferred | 31 | |||||||
Allocation | ||||||||
Property, plant and equipment, net | 270 | |||||||
Construction in progress | 0 | |||||||
Notes receivable | 0 | |||||||
Intangibles | 0 | |||||||
Goodwill | 0 | |||||||
Other assets acquired | 38 | |||||||
Debt | (196) | |||||||
Deferred tax liabilities | 0 | |||||||
Contract liability | (29) | |||||||
Other liabilities assumed | (14) | |||||||
Assets and liabilities assumed before noncontrolling interests | 69 | |||||||
Less: noncontrolling interests | (38) | |||||||
Total consideration allocated to acquired assets and liabilities | $ 31 | |||||||
Stillwater Acquisition | ||||||||
Asset Acquisition, Purchase Price [Abstract] | ||||||||
Cash paid for acquisitions, net of cash and restricted cash acquired | $ 111 | |||||||
Contingent consideration | 0 | |||||||
Consideration transferred | 111 | |||||||
Allocation | ||||||||
Property, plant and equipment, net | 120 | |||||||
Construction in progress | 0 | |||||||
Notes receivable | 0 | |||||||
Intangibles | 0 | |||||||
Goodwill | 0 | |||||||
Other assets acquired | 4 | |||||||
Debt | 0 | |||||||
Deferred tax liabilities | 0 | |||||||
Contract liability | 0 | |||||||
Other liabilities assumed | (13) | |||||||
Assets and liabilities assumed before noncontrolling interests | 111 | |||||||
Less: noncontrolling interests | 0 | |||||||
Total consideration allocated to acquired assets and liabilities | $ 111 |
Acquisitions - Schedule of Supp
Acquisitions - Schedule of Supplemental Pro Forma Data (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Pro forma total revenue | $ 487 | $ 435 |
Pro forma total expenses | 556 | 520 |
Pro forma net loss | (69) | (85) |
Less: pro forma net loss attributable to noncontrolling interest | (211) | (65) |
Pro forma net income (loss) attributable to Pattern Energy | $ 142 | $ (20) |
Acquisitions - Schedule of Amou
Acquisitions - Schedule of Amounts Included in Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Henvey Inlet | ||
Business Acquisition [Line Items] | ||
Total revenue | $ 18 | |
Total expenses | 13 | |
Net income (loss) | 5 | |
Less: net income (loss) attributable to noncontrolling interest | 2 | |
Net income (loss) attributable to Pattern Energy | 3 | |
Grady | ||
Business Acquisition [Line Items] | ||
Total revenue | 11 | |
Total expenses | 9 | |
Net income (loss) | 2 | |
Less: net income (loss) attributable to noncontrolling interest | (2) | |
Net income (loss) attributable to Pattern Energy | 4 | |
Japan Acquisition | ||
Business Acquisition [Line Items] | ||
Total revenue | 36 | $ 33 |
Total expenses | 52 | 34 |
Net income (loss) | (16) | (1) |
Less: net income (loss) attributable to noncontrolling interest | 1 | 1 |
Net income (loss) attributable to Pattern Energy | $ (17) | $ (2) |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,103 | $ 5,082 |
Less: accumulated depreciation | (1,285) | (963) |
Property, plant and equipment, net | 4,818 | 4,119 |
Operating wind farms | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,986 | 4,972 |
Transmission line | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 94 | 94 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 19 | 16 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4 | $ 0 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense related to property, plant and equipment | $ 310 | $ 245 | $ 195 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities and Goodwill - Schedule of Major Components of the Finite-Lived Intangible Assets and Liability (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross | $ 860 | $ 252 |
Finite lived intangible assets, Accumulated Amortization | (52) | (33) |
Finite lived intangible assets, Net | 808 | 219 |
Finite lived intangible liability, Gross | 60 | 69 |
Finite lived intangible liability, Accumulated Amortization | (16) | (13) |
Finite lived intangible liability, Net | $ 44 | $ 56 |
Power purchase agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life - intangible assets | 19 years | 15 years |
Weighted average remaining life - intangible liability | 13 years | 14 years |
Finite lived intangible assets, Gross | $ 819 | $ 225 |
Finite lived intangible assets, Accumulated Amortization | (49) | (31) |
Finite lived intangible assets, Net | 770 | 194 |
Finite lived intangible liability, Gross | 60 | 60 |
Finite lived intangible liability, Accumulated Amortization | (16) | (13) |
Finite lived intangible liability, Net | $ 44 | $ 47 |
Industrial revenue bond tax savings | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life - intangible assets | 24 years | 23 years |
Finite lived intangible assets, Gross | $ 22 | $ 13 |
Finite lived intangible assets, Accumulated Amortization | (1) | (1) |
Finite lived intangible assets, Net | $ 21 | $ 12 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life - intangible assets | 31 years | 33 years |
Finite lived intangible assets, Gross | $ 19 | $ 14 |
Finite lived intangible assets, Accumulated Amortization | (2) | (1) |
Finite lived intangible assets, Net | $ 17 | $ 13 |
Leasehold interest | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life - intangible liability | 22 years | |
Finite lived intangible liability, Gross | $ 9 | |
Finite lived intangible liability, Accumulated Amortization | 0 | |
Finite lived intangible liability, Net | $ 9 |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities and Goodwill - Additional Information (Details) - USD ($) $ in Millions | Oct. 10, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 25, 2019 | Mar. 07, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 58 | $ 58 | ||||
Power purchase agreement | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, amortization expense (less than $1 million for 2018 and 2017) | 15 | 9 | $ 4 | |||
Other intangible assets | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, amortization expense (less than $1 million for 2018 and 2017) | 1 | $ 1 | $ 1 | |||
Japan Acquisition | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 103 | |||||
Intangible liabilities | 9 | |||||
Goodwill | $ 60 | |||||
Grady | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 67 | |||||
Term of estimated useful lives | 26 years | |||||
Goodwill | $ 0 | |||||
Grady | Power purchase agreement | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | 57 | |||||
Grady | Industrial revenue bond tax savings | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, amortization expense (less than $1 million for 2018 and 2017) | $ 1 | |||||
Intangible assets | $ 10 | |||||
Henvey Inlet | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 533 | |||||
Goodwill | 0 | |||||
Henvey Inlet | Power purchase agreement | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 532 |
Intangible Assets and Liabili_5
Intangible Assets and Liabilities and Goodwill - Schedule of Estimated Future Amortization Expense (Details) $ in Millions | Dec. 31, 2019USD ($) |
Power purchase agreement | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2020 | $ 39 |
2021 | 39 |
2022 | 39 |
2023 | 39 |
2024 | 39 |
Thereafter | 530 |
Industrial revenue bond tax savings | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2020 | 1 |
2021 | 1 |
2022 | 1 |
2023 | 1 |
2024 | 1 |
Thereafter | 13 |
Other intangible assets | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2020 | 1 |
2021 | 1 |
2022 | 1 |
2023 | 1 |
2024 | 1 |
Thereafter | $ 16 |
Intangible Assets and Liabili_6
Intangible Assets and Liabilities and Goodwill - Goodwill (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 58 |
Foreign currency translation adjustment | 0 |
Goodwill, ending balance | $ 58 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||
Unconsolidated investments | $ 298 | $ 270 |
Pattern Development | ||
Variable Interest Entity [Line Items] | ||
Unconsolidated investments | $ 127 | $ 144 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | $ 156 | $ 101 | $ 117 |
Trade receivables | 81 | 50 | |
Prepaid expenses | 15 | 18 | |
Notes receivable, current | 13 | 0 | |
Other current assets | 17 | 8 | |
Deferred financing costs, current, net of accumulated amortization of $6 and $3 as of December 31, 2019 and December 31, 2018, respectively | 2 | 2 | |
Total current assets | 337 | 211 | |
Notes receivable (Note 8) | 79 | 0 | |
Major construction advances (Note 8) | 39 | 84 | |
Construction in progress (Note 8) | 545 | 259 | |
Property, plant and equipment, net | 4,818 | 4,119 | |
Unconsolidated investments (Note 8) | 298 | 270 | |
Deferred financing costs (Note 8) | 9 | 8 | |
Intangible assets, net | 808 | 219 | |
Other assets | 109 | 34 | |
Total assets | 7,173 | 5,294 | |
Accounts payable and other accrued liabilities | 68 | 67 | |
Accrued construction costs | 112 | 27 | |
Derivative liabilities, current (Note 8) | 12 | 2 | |
Other current liabilities | 33 | 11 | |
Asset retirement obligations, current (Note 8) | 21 | 24 | |
Total current liabilities | 929 | 478 | |
Derivative liabilities (Note 8) | 103 | 31 | |
Intangible liabilities, net | 44 | 56 | |
Asset retirement obligations | 242 | 185 | |
Other long-term liabilities | 146 | 71 | |
Contract liability | 27 | 26 | |
Total liabilities | 4,589 | 3,135 | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 52 | 36 | |
Restricted cash | 0 | 4 | |
Trade receivables | 41 | 13 | |
Prepaid expenses | 5 | 6 | |
Notes receivable, current | 1 | 0 | |
Other current assets | 24 | 2 | |
Deferred financing costs, current, net of accumulated amortization of $6 and $3 as of December 31, 2019 and December 31, 2018, respectively | 1 | 0 | |
Total current assets | 124 | 61 | |
Restricted cash | 55 | 3 | |
Notes receivable (Note 8) | 8 | 0 | |
Major construction advances (Note 8) | 38 | 0 | |
Construction in progress (Note 8) | 32 | 1 | |
Property, plant and equipment, net | 3,208 | 2,156 | |
Unconsolidated investments (Note 8) | 59 | 0 | |
Deferred financing costs (Note 8) | 4 | 2 | |
Intangible assets, net | 609 | 12 | |
Other assets | 16 | 12 | |
Total assets | 4,153 | 2,247 | |
Accounts payable and other accrued liabilities | 35 | 27 | |
Accrued construction costs | 74 | 1 | |
Derivative liabilities, current (Note 8) | 5 | 0 | |
Current portion of long-term debt, net | 106 | 4 | |
Other current liabilities | 9 | 5 | |
Asset retirement obligations, current (Note 8) | 21 | 0 | |
Total current liabilities | 250 | 37 | |
Long-term debt, net | 856 | 149 | |
Derivative liabilities (Note 8) | 27 | 0 | |
Intangible liabilities, net | 44 | 48 | |
Asset retirement obligations | 89 | 57 | |
Other long-term liabilities | 63 | 36 | |
Contract liability | 27 | 26 | |
Total liabilities | 1,356 | 353 | |
Pattern Development | |||
Variable Interest Entity [Line Items] | |||
Unconsolidated investments (Note 8) | $ 127 | $ 144 |
Unconsolidated Investments - Sc
Unconsolidated Investments - Schedule of Projects Accounted under Equity Method of Accounting (Details) - USD ($) | Dec. 31, 2019 | Aug. 02, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | |||
Unconsolidated investments | $ 298,000,000 | $ 270,000,000 | |
Belle River | |||
Schedule of Equity Method Investments [Line Items] | |||
Unconsolidated investments | $ 34,000,000 | $ 0 | |
Ownership interest (percent) | 22.00% | 21.70% | 0.00% |
North Kent | |||
Schedule of Equity Method Investments [Line Items] | |||
Unconsolidated investments | $ 25,000,000 | $ 0 | |
Ownership interest (percent) | 35.00% | 35.00% | 0.00% |
South Kent | |||
Schedule of Equity Method Investments [Line Items] | |||
Unconsolidated investments | $ 0 | $ 5,000,000 | |
Ownership interest (percent) | 50.00% | 50.00% | |
Grand | |||
Schedule of Equity Method Investments [Line Items] | |||
Unconsolidated investments | $ 0 | $ 5,000,000 | |
Ownership interest (percent) | 45.00% | 45.00% | |
Armow | |||
Schedule of Equity Method Investments [Line Items] | |||
Unconsolidated investments | $ 112,000,000 | $ 116,000,000 | |
Ownership interest (percent) | 50.00% | 50.00% | |
Pattern Development | |||
Schedule of Equity Method Investments [Line Items] | |||
Unconsolidated investments | $ 127,000,000 | $ 144,000,000 | |
Ownership interest (percent) | 29.00% | 29.00% |
Unconsolidated Investments - Ad
Unconsolidated Investments - Additional Information (Details) | Aug. 02, 2019USD ($)MW | Jul. 27, 2017USD ($) | Dec. 31, 2019USD ($)GW | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||
PPA of project (in years) | 20 years | ||||
Power generation capacity (in MW) | GW | 4.4 | ||||
Unconsolidated investments (Note 8) | $ 298,000,000 | $ 270,000,000 | |||
Amortization of basis difference for equity method investment | $ 7,000,000 | $ 11,000,000 | $ 11,000,000 | ||
Belle River | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership | 21.70% | 22.00% | 0.00% | ||
Amounts paid to acquire equity method investments | $ 16,000,000 | ||||
Loans receivables incurred | 2,000,000 | ||||
Basis difference | $ 7,000,000 | ||||
Unconsolidated investments (Note 8) | $ 34,000,000 | $ 0 | |||
North Kent | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership | 35.00% | 35.00% | 0.00% | ||
Amounts paid to acquire equity method investments | $ 26,000,000 | ||||
Loans receivables incurred | 3,000,000 | ||||
Basis difference | $ 13,000,000 | ||||
Power generation capacity (in MW) | MW | 35 | ||||
Unconsolidated investments (Note 8) | $ 25,000,000 | $ 0 | |||
South Kent | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership | 50.00% | 50.00% | |||
PPA of project (in years) | 20 years | ||||
Unconsolidated investments (Note 8) | $ 0 | $ 5,000,000 | |||
Gains on distributions from unconsolidated investments | 125,000,000 | ||||
Equity method investment, suspended equity income (loss) | $ 12,000,000 | ||||
Grand | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership | 45.00% | 45.00% | |||
PPA of project (in years) | 20 years | ||||
Unconsolidated investments (Note 8) | $ 0 | $ 5,000,000 | |||
Gains on distributions from unconsolidated investments | 17,000,000 | ||||
Equity method investment, suspended equity income (loss) | $ 4,000,000 | ||||
Armow | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership | 50.00% | 50.00% | |||
Unconsolidated investments (Note 8) | $ 112,000,000 | $ 116,000,000 | |||
Affiliated Entity | Belle River | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership | 42.50% | ||||
Equity method investment, aggregate cost | $ 37,000,000 | ||||
PPA of project (in years) | 20 years | ||||
Loans receivables incurred | $ 4,000,000 | ||||
New JV LP | Belle River | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Power generation capacity (in MW) | MW | 22 | ||||
Pattern Development 2.0 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership | 29.00% | ||||
Equity method investment, aggregate cost | $ 190,000,000 | ||||
Basis difference | $ 41,000,000 | ||||
Right to contribute, maximum amount | $ 300,000,000 | ||||
Initial capital call | $ 60,000,000 | ||||
Pattern Belle River GP Holdings Inc. | Affiliated Entity | Belle River | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership | 100.00% | ||||
Pattern North Kent Wind 1 GP Holdings Inc. | Affiliated Entity | North Kent | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership | 100.00% | ||||
PSP Investments | Belle River | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of ownership | 20.80% | ||||
Amounts paid to acquire equity method investments | $ 17,000,000 | ||||
Loans receivables incurred | $ 2,000,000 |
Asset Retirement Obligation - R
Asset Retirement Obligation - Reconciliation of Aggregate Carrying Amounts (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning asset retirement obligations | $ 209 | $ 57 |
Net additions during the year | 49 | 67 |
Foreign currency translation adjustment | 1 | (2) |
Divested operations | 0 | (3) |
Revision in estimated cash flows | (4) | 85 |
Accretion expense | 8 | 5 |
Ending asset retirement obligations | $ 263 | $ 209 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Oct. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 3,423 | $ 2,315 | |
Unamortized premium/discount, net | 0 | (11) | |
Unamortized financing costs | (22) | (21) | |
Long term debt, net | 3,401 | 2,283 | |
Revolving credit facility, current | 75 | 198 | |
Revolving credit facility | 25 | 25 | |
Current portion of long-term debt, net of financing costs | 414 | 56 | |
Long term debt, net of financing costs | 2,887 | 2,004 | |
Corporate Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 75 | 198 | |
Effective Interest Rate | 3.84% | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 250 | 0 | |
Effective Interest Rate | 3.00% | ||
2020 Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 225 | 225 | |
Contractual Interest Rate | 4.00% | ||
Effective Interest Rate | 6.60% | ||
2024 Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 350 | 350 | |
Contractual Interest Rate | 5.88% | ||
Effective Interest Rate | 5.88% | ||
Santa Isabel term loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 96 | 100 | |
Contractual Interest Rate | 4.57% | ||
Effective Interest Rate | 4.57% | ||
Mont Sainte Marguerite-Med Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 60 | 62 | |
Contractual Interest Rate | 3.97% | ||
Effective Interest Rate | 3.97% | ||
Mont Sainte Marguerite-Long Term loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 97 | 93 | |
Contractual Interest Rate | 5.04% | ||
Effective Interest Rate | 5.04% | ||
Henvey Inlet | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 77 | 0 | |
Contractual Interest Rate | 4.20% | 4.20% | |
Effective Interest Rate | 4.20% | ||
Henvey Inlet | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 646 | 0 | |
Effective Interest Rate | 4.35% | ||
Gulf Wind Construction Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 82 | 0 | |
Contractual Interest Rate | 5.50% | ||
Effective Interest Rate | 5.50% | ||
Japan Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 25 | 25 | |
Effective Interest Rate | 1.82% | ||
Ocotillo commercial term loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 268 | 281 | |
Contractual Interest Rate | 3.44% | ||
Effective Interest Rate | 4.04% | ||
St Joseph term loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 151 | 152 | |
Contractual Interest Rate | 3.83% | ||
Effective Interest Rate | 4.09% | ||
Western Interconnect term loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 90 | 52 | |
Contractual Interest Rate | 3.49% | ||
Effective Interest Rate | 4.37% | ||
Meikle term loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 244 | 239 | |
Contractual Interest Rate | 3.48% | ||
Effective Interest Rate | 3.85% | ||
Futtsu term loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 71 | 75 | |
Contractual Interest Rate | 1.07% | ||
Effective Interest Rate | 1.86% | ||
Ohorayama term loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 90 | 93 | |
Contractual Interest Rate | 0.87% | ||
Effective Interest Rate | 1.50% | ||
Tsugaru Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 297 | 131 | |
Contractual Interest Rate | 0.72% | ||
Effective Interest Rate | 0.72% | ||
Tsugaru Holdings Loan Agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 61 | 59 | |
Contractual Interest Rate | 3.13% | ||
Effective Interest Rate | 3.13% | ||
Hatchet Ridge financing lease obligation | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 80 | 88 | |
Contractual Interest Rate | 1.43% | ||
Effective Interest Rate | 1.43% | ||
Hatchet Ridge financing equity obligation | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 88 | $ 92 | |
Contractual Interest Rate | 1.43% | ||
Effective Interest Rate | 1.43% |
Debt - Summary of Principal Pay
Debt - Summary of Principal Payments Due under Long Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 532 | |
2021 | 166 | |
2022 | 368 | |
2023 | 123 | |
2024 | 324 | |
Thereafter | 1,910 | |
Total | $ 3,423 | $ 2,315 |
Debt - Schedule of Reconciliati
Debt - Schedule of Reconciliation of Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |||
Corporate-level interest and commitment fees incurred | $ 46 | $ 38 | $ 34 |
Project-level interest and commitment fees incurred | 59 | 64 | 55 |
Capitalized interest, commitment fees, and letter of credit fees | (5) | (4) | 0 |
Amortization of debt discount/premium, net | 6 | 5 | 5 |
Amortization of financing costs | 5 | 6 | 8 |
Interest expense | $ 111 | $ 109 | $ 102 |
Debt - Corporate Level Debt (De
Debt - Corporate Level Debt (Details) | Jul. 31, 2019USD ($) | Nov. 21, 2017USD ($) | Jul. 31, 2015$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 20, 2017USD ($) |
Debt Instrument [Line Items] | ||||||
Revolving credit facility, current | $ 75,000,000 | $ 198,000,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement | $ 440,000,000 | $ 500,000,000 | ||||
Term | 5 years | |||||
Remaining borrowing capacity | 321,000,000 | |||||
Letters-of-credit outstanding | $ 44,000,000 | 45,000,000 | ||||
Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee | 0.30% | |||||
Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee | 0.50% | |||||
Revolving Credit Facility | Federal Funds Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 0.50% | |||||
Revolving Credit Facility | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate interest period | 1.00% | |||||
Revolving Credit Facility | Eurodollar | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 1.625% | |||||
Revolving Credit Facility | Eurodollar | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 1.875% | |||||
Revolving Credit Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 0.625% | |||||
Revolving Credit Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 0.875% | |||||
Revolving Credit Facility | CDOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 0.50% | |||||
Revolving Credit Facility | CDOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 0.625% | |||||
Interest accrual rate (percent) | 1.625% | |||||
Revolving Credit Facility | CDOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 0.875% | |||||
Interest accrual rate (percent) | 1.875% | |||||
Incremental Bank Loan | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, current | $ 250,000,000 | |||||
Incremental Bank Loan | Federal Funds Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 0.50% | |||||
Incremental Bank Loan | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate interest period | 1.00% | |||||
Incremental Bank Loan | Eurodollar | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 1.175% | |||||
Incremental Bank Loan | Eurodollar | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 1.425% | |||||
Incremental Bank Loan | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 0.175% | |||||
Incremental Bank Loan | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 0.425% | |||||
Parent Company | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 225,000,000 | $ 225,000,000 | ||||
Contractual Interest Rate | 4.00% | |||||
Conversion ratio (shares per $1000 of debt) | 35.4925 | 36.7355 | ||||
Conversion price (in dollars per share) | $ / shares | $ 28.175 | |||||
Dividend threshold trigger (in dollars per share) | $ / shares | $ 0.363 |
Debt - Convertible Senior Note
Debt - Convertible Senior Note (Details) - Parent Company - Convertible Debt - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal | $ 225,000,000 | $ 225,000,000 |
Unamortized debt discount | (3,000,000) | (8,000,000) |
Unamortized financing costs | (1,000,000) | (2,000,000) |
Carrying value of convertible senior notes | 221,000,000 | 215,000,000 |
Carrying value of the equity component | 24,000,000 | $ 24,000,000 |
Equity issuance costs | $ 1,000,000 |
Debt - Project Debt (Details)
Debt - Project Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2010 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 30, 2019 | |
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 2,315,000,000 | $ 3,423,000,000 | $ 2,315,000,000 | ||||||||
Loss on extinguishment of debt | 0 | 6,000,000 | $ 9,000,000 | ||||||||
Henvey Inlet | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 0 | $ 77,000,000 | 0 | ||||||||
Contractual Interest Rate | 4.20% | 4.20% | |||||||||
Henvey Inlet | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 0 | $ 646,000,000 | 0 | ||||||||
Henvey Inlet | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on interest rate | 1.625% | ||||||||||
Henvey Inlet | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on interest rate | 2.25% | ||||||||||
Gulf Wind Construction Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 0 | $ 82,000,000 | 0 | ||||||||
Credit agreement | $ 270,000,000 | ||||||||||
Contractual Interest Rate | 5.50% | ||||||||||
Western Interconnect | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 52,000,000 | $ 90,000,000 | 52,000,000 | ||||||||
Letters-of-credit outstanding | 4,000,000 | 4,000,000 | |||||||||
Contractual Interest Rate | 3.49% | ||||||||||
Western Interconnect, Refinanced | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 90,000,000 | 90,000,000 | |||||||||
Letters-of-credit outstanding | 5,000,000 | 5,000,000 | |||||||||
Amount of incremental borrowing from refinancing | $ 38,000,000 | ||||||||||
Loss on extinguishment of debt | 2,000,000 | ||||||||||
Amount paid to existing lenders | 1,000,000 | ||||||||||
Spring Valley term loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | $ 4,000,000 | ||||||||||
Extinguishment of debt, percent | 100.00% | ||||||||||
Extinguishment of debt, amount | $ 119,000,000 | ||||||||||
Tsugaru Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 131,000,000 | $ 297,000,000 | 131,000,000 | ||||||||
Contractual Interest Rate | 0.72% | ||||||||||
Tsugaru Term Loan | Tokyo Interbank Offered Rate (TIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on interest rate | 0.65% | ||||||||||
Japanese Consumption Tax Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment fee | 0.30% | ||||||||||
Tsugaru Holdings Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 59,000,000 | $ 61,000,000 | 59,000,000 | ||||||||
Credit agreement | $ 70,000,000 | ||||||||||
Commitment fee | 0.50% | ||||||||||
Contractual Interest Rate | 3.13% | ||||||||||
Tsugaru Holdings Loan Agreement | Tokyo Interbank Offered Rate (TIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on interest rate | 3.00% | ||||||||||
Hatchet Ridge Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 88,000,000 | $ 80,000,000 | 88,000,000 | ||||||||
Contractual Interest Rate | 1.43% | ||||||||||
Term | 22 years | ||||||||||
Payments of financing lease obligations | $ 15,000,000 | $ 15,000,000 | $ 13,000,000 | ||||||||
Japan Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit agreement | $ 32,000,000 | ||||||||||
Commitment fee | 0.30% | ||||||||||
Remaining borrowing capacity | $ 7,000,000 | ||||||||||
Japan Credit Facility | Tokyo Interbank Offered Rate (TIBOR) | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on interest rate | 1.75% | ||||||||||
Japan Credit Facility | Tokyo Interbank Offered Rate (TIBOR) | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on interest rate | 2.25% | ||||||||||
Tsugaru Credit Facility | Tsugaru Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit agreement | $ 371,000,000 | ||||||||||
Term, following conversion | 18 years | ||||||||||
Tsugaru Credit Facility | Debt Service Reserve Account LC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 20,000,000 | ||||||||||
Tsugaru Credit Facility | O&M Reserve Account LC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 8,000,000 | ||||||||||
Tsugaru Credit Facility | Tsugaru Letter Of Credit Facilities | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Contractual Interest Rate | 1.10% | ||||||||||
Unused capacity, commitment fee percentage | 0.30% | ||||||||||
Tsugaru Credit Facility | Japanese Consumption Tax Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit agreement | $ 34,000,000 | ||||||||||
Tsugaru Credit Facility | Japanese Consumption Tax Facility | Tokyo Interbank Offered Rate (TIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on interest rate | 0.30% | ||||||||||
Bridge Loan | Gulf Wind Promissory Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 22,000,000 | ||||||||||
Bridge Loan | Gulf Wind Promissory Note | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on interest rate | 0.75% |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Derivative Instruments Classified as Assets (Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Derivative assets, current (Note 8) | $ 3 | $ 14 |
Derivative assets, long-term | 8 | 9 |
Derivative liabilities, current (Note 8) | 12 | 2 |
Derivative liabilities, long-term | 103 | 31 |
Designated as Hedging Instrument | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative assets, current (Note 8) | 0 | 0 |
Derivative assets, long-term | 0 | 3 |
Derivative liabilities, current (Note 8) | 11 | 2 |
Derivative liabilities, long-term | 84 | 25 |
Undesignated Derivative Instruments | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative assets, current (Note 8) | 0 | |
Derivative assets, long-term | 0 | |
Derivative liabilities, current (Note 8) | 0 | |
Derivative liabilities, long-term | 4 | |
Undesignated Derivative Instruments | Energy derivative | ||
Derivative [Line Items] | ||
Derivative assets, current (Note 8) | 7 | |
Derivative assets, long-term | 0 | |
Derivative liabilities, current (Note 8) | 0 | |
Derivative liabilities, long-term | 0 | |
Undesignated Derivative Instruments | Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Derivative assets, current (Note 8) | 2 | 6 |
Derivative assets, long-term | 8 | 6 |
Derivative liabilities, current (Note 8) | 1 | 0 |
Derivative liabilities, long-term | 0 | 2 |
Undesignated Derivative Instruments | Embedded derivative | ||
Derivative [Line Items] | ||
Derivative assets, current (Note 8) | 0 | |
Derivative assets, long-term | 0 | |
Derivative liabilities, current (Note 8) | 0 | |
Derivative liabilities, long-term | 19 | |
Undesignated Derivative Instruments | Congestion revenue rights | ||
Derivative [Line Items] | ||
Derivative assets, current (Note 8) | 1 | 1 |
Derivative assets, long-term | 0 | 0 |
Derivative liabilities, current (Note 8) | 0 | 0 |
Derivative liabilities, long-term | $ 0 | $ 0 |
Derivative Instruments - Notion
Derivative Instruments - Notional Amount of Outstanding Derivatives (Details) ¥ in Millions, $ in Millions, $ in Millions | Dec. 31, 2019USD ($)MW | Dec. 31, 2019CAD ($)MW | Dec. 31, 2019JPY (¥)MW | Dec. 31, 2018USD ($)MW | Dec. 31, 2018CAD ($)MW | Dec. 31, 2018JPY (¥)MW | Dec. 31, 2010MW |
Designated as Hedging Instrument | Interest rate swaps | |||||||
Derivative [Line Items] | |||||||
Derivative, notional amount | $ 345 | $ 1,502 | ¥ 54,693 | $ 319 | $ 721 | ¥ 55,675 | |
Undesignated Derivative Instruments | Interest rate swaps | |||||||
Derivative [Line Items] | |||||||
Derivative, notional amount | $ | $ 0 | $ 138 | |||||
Undesignated Derivative Instruments | Energy derivative | |||||||
Derivative [Line Items] | |||||||
Energy derivative, notional amount | MW | 0 | 0 | 0 | 193,252 | 193,252 | 193,252 | 504,220 |
Undesignated Derivative Instruments | Embedded derivative | |||||||
Derivative [Line Items] | |||||||
Derivative, notional amount | $ | $ 236 | $ 0 | |||||
Undesignated Derivative Instruments | Foreign currency forward contracts | |||||||
Derivative [Line Items] | |||||||
Derivative, notional amount | $ 66 | ¥ 10,511 | $ 106 | ¥ 11,589 | |||
Undesignated Derivative Instruments | Congestion revenue rights | |||||||
Derivative [Line Items] | |||||||
Energy derivative, notional amount | MW | 839 | 839 | 839 | 505 | 505 | 505 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Effects of Cash Flow Hedges on Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains (losses) recognized in OCI, effective portion | $ (31) | $ (6) | $ (2) |
Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains (losses) reclassified from accumulated OCI into Income, effective portion | (4) | (5) | (10) |
Loss on derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains (losses) reclassified from accumulated OCI into Income, effective portion | $ 0 | $ 0 | $ (2) |
Derivative Instruments - Summ_2
Derivative Instruments - Summary of Effects of Undesignated Derivatives on Consolidated Statement of Operations (Details) - Not Designated as Hedging Instrument - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Interest rate derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives not designated as hedges | $ 1 | $ 0 | $ (1) |
Energy derivative | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives not designated as hedges | 0 | (3) | 5 |
Embedded derivative | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives not designated as hedges | 2 | 0 | 0 |
Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives not designated as hedges | (4) | 16 | (7) |
Foreign currency option contract | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives not designated as hedges | $ 0 | $ 1 | $ 0 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) $ in Millions | Oct. 25, 2019 | Dec. 31, 2019USD ($)MW | Dec. 31, 2018USD ($)MW | Dec. 31, 2010MW |
Derivative [Line Items] | ||||
Accumulated other comprehensive loss | $ 5 | |||
Counterparty collateral | 0 | $ 6 | ||
Counterparty collateral liability | $ 0 | $ 6 | ||
Interest rate swaps | Minimum | Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Derivative, remaining maturity | 4 years | |||
Interest rate swaps | Maximum | Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Derivative, remaining maturity | 23 years 3 months 18 days | |||
Foreign currency forward contracts | Minimum | ||||
Derivative [Line Items] | ||||
Derivative, remaining maturity | 3 months | |||
Foreign currency forward contracts | Maximum | ||||
Derivative [Line Items] | ||||
Derivative, remaining maturity | 10 years | |||
Energy derivative | Undesignated Derivative Instruments | ||||
Derivative [Line Items] | ||||
Energy derivative, notional amount | MW | 0 | 193,252 | 504,220 | |
Series A Perpetual Preferred Stock | ||||
Derivative [Line Items] | ||||
Preferred stock receivable | 12.60% |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Future Sublease Proceeds Under Sublease Arrangement | |
2020 | $ 2 |
2021 | 2 |
2022 | 2 |
2023 | 2 |
2024 | 2 |
2025 | 2 |
2026 | $ 2 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 8 months |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 18 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Millions | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Operating lease right-of-use assets | $ 61 |
Operating lease liabilities, current | (10) |
Operating lease liabilities | (66) |
Total operating lease liabilities | $ (76) |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Millions | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 9 |
2021 | 9 |
2022 | 9 |
2023 | 9 |
2024 | 9 |
Thereafter | 42 |
Total lease payment | 87 |
Less imputed interest | (11) |
Total | $ 76 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost, Supplemental Cash Flow and Other Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease, Cost [Abstract] | |
Operating lease cost | $ 8 |
Sublease income | (2) |
Total lease cost | 6 |
Lease, Supplemental Cash Flow And Other Information [Abstract] | |
Operating cash flows from operating leases | (9) |
Right of use assets obtained in exchange for new operating lease obligations | $ 1 |
Weighted average remaining lease term (years) | 11 years |
Weighted average discount rate | 3.23% |
Leases - Schedule of Estimated
Leases - Schedule of Estimated Future Commitments Related to Operating Leases and Land Agreements (Details) $ in Millions | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2020 | $ 22 |
2021 | 21 |
2022 | 22 |
2023 | 21 |
2024 | 22 |
Thereafter | 352 |
Total | $ 460 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | $ 2,159 | $ 2,348 | $ 1,879 |
Total other comprehensive income (loss), net of tax | (5) | (34) | 37 |
Ending balance | 2,350 | 2,159 | 2,348 |
Foreign Currency | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (65) | (28) | (43) |
Other comprehensive income (loss) before reclassifications | 21 | (37) | 15 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 |
Total other comprehensive income (loss), net of tax | 21 | (37) | 15 |
Ending balance | (44) | (65) | (28) |
Effective Portion of Change in Fair Value of Derivatives | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (4) | (5) | (13) |
Other comprehensive income (loss) before reclassifications | (28) | (4) | (3) |
Amounts reclassified from accumulated other comprehensive loss | 3 | 5 | 11 |
Total other comprehensive income (loss), net of tax | (25) | 1 | 8 |
Ending balance | (29) | (4) | (5) |
Proportionate Share of Equity Investee's OCI | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 9 | 7 | (7) |
Other comprehensive income (loss) before reclassifications | (3) | (3) | 6 |
Amounts reclassified from accumulated other comprehensive loss | 2 | 5 | 8 |
Total other comprehensive income (loss), net of tax | (1) | 2 | 14 |
Ending balance | 8 | 9 | 7 |
Total | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (60) | (26) | (63) |
Other comprehensive income (loss) before reclassifications | (10) | (44) | 18 |
Amounts reclassified from accumulated other comprehensive loss | 5 | 10 | 19 |
Total other comprehensive income (loss), net of tax | (5) | (34) | 37 |
Ending balance | $ (65) | $ (60) | $ (26) |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Required Fair Value Measurement on Recurring Basis (Details) - Recurring Measurement Basis - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Assets | $ 11 | $ 23 |
Liabilities | ||
Contingent consideration | 126 | 130 |
Liabilities | 241 | 163 |
Interest rate swaps | ||
Assets | ||
Derivative assets | 3 | |
Liabilities | ||
Derivative liabilities | 95 | 31 |
Embedded derivative | ||
Liabilities | ||
Derivative liabilities | 19 | |
Energy derivative | ||
Assets | ||
Derivative assets | 7 | |
Foreign currency forward contracts | ||
Assets | ||
Derivative assets | 10 | 12 |
Liabilities | ||
Derivative liabilities | 1 | 2 |
Congestion revenue rights | ||
Assets | ||
Derivative assets | 1 | 1 |
Level 1 | ||
Assets | ||
Assets | 0 | 0 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Liabilities | 0 | 0 |
Level 1 | Interest rate swaps | ||
Assets | ||
Derivative assets | 0 | |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 1 | Embedded derivative | ||
Liabilities | ||
Derivative liabilities | 0 | |
Level 1 | Energy derivative | ||
Assets | ||
Derivative assets | 0 | |
Level 1 | Foreign currency forward contracts | ||
Assets | ||
Derivative assets | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 1 | Congestion revenue rights | ||
Assets | ||
Derivative assets | 0 | 0 |
Level 2 | ||
Assets | ||
Assets | 10 | 15 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Liabilities | 96 | 33 |
Level 2 | Interest rate swaps | ||
Assets | ||
Derivative assets | 3 | |
Liabilities | ||
Derivative liabilities | 95 | 31 |
Level 2 | Embedded derivative | ||
Liabilities | ||
Derivative liabilities | 0 | |
Level 2 | Energy derivative | ||
Assets | ||
Derivative assets | 0 | |
Level 2 | Foreign currency forward contracts | ||
Assets | ||
Derivative assets | 10 | 12 |
Liabilities | ||
Derivative liabilities | 1 | 2 |
Level 2 | Congestion revenue rights | ||
Assets | ||
Derivative assets | 0 | 0 |
Level 3 | ||
Assets | ||
Assets | 1 | 8 |
Liabilities | ||
Contingent consideration | 126 | 130 |
Liabilities | 145 | 130 |
Level 3 | Interest rate swaps | ||
Assets | ||
Derivative assets | 0 | |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 3 | Embedded derivative | ||
Liabilities | ||
Derivative liabilities | 19 | |
Level 3 | Energy derivative | ||
Assets | ||
Derivative assets | 7 | |
Level 3 | Foreign currency forward contracts | ||
Assets | ||
Derivative assets | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 3 | Congestion revenue rights | ||
Assets | ||
Derivative assets | $ 1 | $ 1 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Assets Measured at Fair Value (Details) - Energy derivative - Recurring Measurement Basis - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of year | $ 7 | $ 27 |
Total gain (loss) included in electricity sales | 1 | (3) |
Settlements | (8) | (17) |
Balance, end of year | $ 0 | $ 7 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
May 31, 2019 | Jul. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Mar. 07, 2018 | Apr. 21, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Additional earn-out payment possible | $ 118 | |||||||
Contingent liabilities | $ 5 | $ 0 | $ 0 | |||||
Recurring Measurement Basis | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration | 126 | 130 | ||||||
Recurring Measurement Basis | Level 3 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration | 126 | 130 | ||||||
Energy derivative | Recurring Measurement Basis | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Unrealized gain losses | (7) | (20) | $ (14) | |||||
Congestion revenue rights | Recurring Measurement Basis | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Unrealized gain losses | 1 | 1 | ||||||
Purchases | 1 | 1 | ||||||
Japan Acquisition | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration | 106 | |||||||
Broadview Project | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration | $ 21 | |||||||
Payment for contingent consideration liability | 1 | |||||||
Contingent liabilities | $ 5 | |||||||
Transmission wheeling revenue, period | 25 years | |||||||
Term Conversion Of Tsugaru Construction Loan | Japan Acquisition | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Increase in additional earn-out payment | $ 10 | 10 | ||||||
Decrease in additional earn-out payment | 10 | |||||||
Contingent consideration | $ 1 | 103 | ||||||
Contingent liabilities | 9 | |||||||
Term Conversion Of Ohorayama Construction Loan | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Payment for contingent consideration liability | $ 3 | |||||||
Term Conversion Of Ohorayama Construction Loan | Japan Acquisition | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration | $ 3 | |||||||
Contingent consideration | Recurring Measurement Basis | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Liability, change in unrealized gain (loss) | (8) | (5) | ||||||
Contingent consideration | Recurring Measurement Basis | Level 3 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration | 25 | |||||||
Contingent consideration | Japan Acquisition | Recurring Measurement Basis | Level 3 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration | 123 | 105 | ||||||
Other Income (Expense) | Contingent consideration | Recurring Measurement Basis | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Liability, change in unrealized gain (loss) | $ 8 | $ 2 | ||||||
Pattern Energy Group LP | Broadview Project | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Payment for Contingent Consideration Liability, Operating Activities | $ 25 |
Fair Value Measurements - Rec_2
Fair Value Measurements - Reconciliation of Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of year | $ 130 | |
Balance, end of year | 126 | $ 130 |
Recurring Measurement Basis | Contingent consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of year | 130 | 22 |
Purchases | 3 | 106 |
Total (gain) loss included in earnings | 8 | 5 |
Foreign currency translation adjustments recognized in accumulated OCI | 1 | 0 |
Settlements | (30) | (3) |
Balance, end of year | 130 | |
Recurring Measurement Basis | Embedded derivative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of year | 0 | |
Initial value of derivative bifurcated from Preferred Share proceeds | 21 | |
Total (gain) loss included in earnings | (2) | |
Balance, end of year | 19 | 0 |
Development Expense, Contingent Consideration | Recurring Measurement Basis | Contingent consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Total (gain) loss included in earnings | $ 14 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Level 3 Inputs, Quantitative Information (Details) $ in Millions | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 07, 2018USD ($) | Apr. 21, 2017USD ($) |
Recurring Measurement Basis | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration | $ 126 | $ 130 | |||
Recurring Measurement Basis | Level 3 | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration | 126 | 130 | |||
Energy derivative | Recurring Measurement Basis | Level 3 | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative assets | 7 | ||||
Congestion revenue rights | Recurring Measurement Basis | Level 3 | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative assets | 1 | 1 | |||
Contingent consideration | Recurring Measurement Basis | Level 3 | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration | 25 | ||||
Embedded derivative | Recurring Measurement Basis | Level 3 | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Embedded derivative liabilities | $ 19 | ||||
Broadview Project | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration | $ 21 | ||||
Contingent consideration, measurement input | 0.05 | ||||
Japan Acquisition | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration | $ 106 | ||||
Japan Acquisition | Contingent consideration | Recurring Measurement Basis | Level 3 | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration | $ 123 | $ 105 | |||
Measurement Input, Deferred Purchase Price | Japan Acquisition | Minimum | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 109 | 109 | |||
Measurement Input, Deferred Purchase Price | Japan Acquisition | Maximum | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 128 | 128 | |||
Measurement Input, Discount Rate | Minimum | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative assets, measurement input | 0.0280 | ||||
Embedded derivative liabilities, measurement input | 0.0748 | ||||
Measurement Input, Discount Rate | Maximum | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative assets, measurement input | 0.0281 | ||||
Embedded derivative liabilities, measurement input | 0.0824 | ||||
Measurement Input, Discount Rate | Broadview Project | Minimum | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0.040 | ||||
Measurement Input, Discount Rate | Broadview Project | Maximum | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0.080 | ||||
Measurement Input, Discount Rate | Japan Acquisition | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0.0690 | 0.0690 | |||
Measurement Input, Auction Price | Minimum | Valuation Technique, Market Approach | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative assets, measurement input | 0.60 | 2.48 | |||
Measurement Input, Auction Price | Maximum | Valuation Technique, Market Approach | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative assets, measurement input | 13.98 | 8.23 | |||
Measurement Input, Redemption Price | Minimum | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Embedded derivative liabilities, measurement input | 236,000,000 | ||||
Measurement Input, Redemption Price | Maximum | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Embedded derivative liabilities, measurement input | 255,000,000 | ||||
Measurement Input, Commodity Forward Price | Minimum | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative assets, measurement input | 20.02 | ||||
Measurement Input, Commodity Forward Price | Maximum | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative assets, measurement input | 32.58 | ||||
Measurement Input, Annual Energy Production Loss | Broadview Project | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Contingent consideration, measurement input | 0.0070 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Amounts and Fair Values of Financial Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, as reflected on balance sheets | $ 3,401 | $ 2,283 |
Long-term debt excluding revolving credit facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, as reflected on balance sheets | 3,401 | 2,283 |
Long-term debt, fair value | 3,427 | 2,240 |
Long-term debt excluding revolving credit facility [Member] | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Long-term debt excluding revolving credit facility [Member] | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 3,427 | 2,240 |
Long-term debt excluding revolving credit facility [Member] | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 0 | $ 0 |
Income Taxes - Components of Ta
Income Taxes - Components of Tax Provision (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
Foreign | 6 | 16 | 0 |
Total current expense | 6 | 16 | 0 |
Deferred: | |||
Federal | 0 | 0 | (3) |
State | 0 | 0 | 0 |
Foreign | 37 | 16 | 15 |
Total deferred expense | 37 | 16 | 12 |
Total provision for income taxes | $ 43 | $ 32 | $ 12 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Income Tax (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (215) | $ (158) | $ (119) |
Foreign | 151 | 121 | 49 |
Total | $ (64) | $ (37) | $ (70) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Rate to Effective Rate (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Computed tax at statutory rate | 21.00% | 21.00% | 35.00% |
Adjustment for income in non-taxable entities allocable to noncontrolling interests | (25.10%) | (125.20%) | (32.60%) |
Tax rate differential on pre-tax book income | (12.10%) | (16.10%) | 6.40% |
Dual taxpaying entities outside basis difference | (57.50%) | (78.50%) | (23.00%) |
Local tax on branch profits/(losses)—Puerto Rico | 0.20% | (0.10%) | 0.10% |
Permanent book/tax differences (domestic only) | (0.70%) | 0.50% | (0.10%) |
Valuation allowance change | (99.30%) | 38.90% | 47.70% |
Subpart F income | (3.20%) | (7.90%) | (3.50%) |
Capital gain exclusion - sale of partnership interest | 13.60% | 24.70% | 0.00% |
§162(m) - Officer's compensation | (1.10%) | 0.00% | 0.00% |
Contingent consideration accretion | (8.90%) | (4.90%) | 0.00% |
Deferred tax adjustment | 27.70% | 0.00% | 0.00% |
Impairment | 0.00% | 1.40% | 0.00% |
Tax credits | 78.40% | 61.70% | 31.60% |
Effect of U.S. tax rate change under Tax Cuts and Jobs Act | 0.00% | 0.00% | (78.10%) |
Other | 0.10% | (2.50%) | (0.10%) |
Effective income tax rate | (66.90%) | (87.00%) | (16.60%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Accruals and prepaids | $ 2 | $ 3 |
Basis difference in derivatives | 11 | 3 |
Hatchet Ridge financing | 17 | 17 |
Asset retirement obligation | 45 | 32 |
Net operating loss carryforwards | 258 | 230 |
Foreign currency translation adjustments | 1 | 2 |
Other deferred tax assets | 19 | 12 |
Right of Use lease liabilites | 20 | |
Tax credits | 169 | 118 |
Total gross deferred tax assets | 542 | 417 |
Less: Valuation allowance | (249) | (175) |
Total gross deferred tax assets net of valuation allowance | 293 | 242 |
Deferred tax liabilities: | ||
Property, plant and equipment | (198) | (215) |
Intangibles | (24) | (24) |
Partnership interest | (187) | (108) |
Deferred interest, commitment fees and financing costs | (2) | (2) |
Unrealized gain on derivatives | 0 | (2) |
Basis difference in subsidiaries | 0 | (2) |
Basis difference in derivatives | (4) | 0 |
Right of use asset | (19) | |
Acquisition costs | (6) | 0 |
Other deferred tax liabilities | (2) | (1) |
Total gross deferred tax liabilities | (442) | (354) |
Total net deferred tax assets/(liabilities) | ||
Total net deferred tax assets/(liabilities) | $ (149) | $ (112) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | ||
Net change in valuation allowance | $ 74,000,000 | |
Production tax credits | $ 22,000,000 | |
Interest expenses or penalties incurred, associated with unrecognized tax benefits | 0 | |
Outstanding liabilities associated with unrecognized tax benefits | $ 0 | |
Special tax rate related to tax holiday (percent) | 4.00% | |
Duration of tax holiday (in years) | 25 years | |
Tax holiday impact on foreign deferred tax expense | $ 3,000,000 | |
Domestic | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 1,100,000,000 | |
State | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 226,000,000 | |
Canada | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 17,000,000 | |
Puerto Rico | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 7,000,000 | |
Chile | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 33,000,000 |
Redeemable Preferred Stock - Na
Redeemable Preferred Stock - Narrative (Details) $ / shares in Units, $ in Millions | Oct. 25, 2019USD ($)escalate$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Oct. 23, 2017$ / shares |
Temporary Equity [Line Items] | |||||
Preferred stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | |||
Preferred stock, shares issued (in shares) | shares | 0 | ||||
Preferred stock, shares outstanding (in shares) | shares | 10,400,000 | 0 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Sale of stock, price per share (in dollars per share) | $ 23.40 | ||||
Preferred share issuance costs | $ | $ 1 | $ 0 | $ 0 | ||
Series A Perpetual Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Preferred stock, number of shares issued (in shares) | shares | 10,400,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||
Sale of stock, price per share (in dollars per share) | $ 24.625 | ||||
Proceeds from issuance | $ | $ 256 | ||||
Preferred share issuance costs | $ | 1 | ||||
Preferred stock, par value | $ | $ 260 | ||||
Preferred stock, discount on shares | 1.50% | ||||
Preferred stock, dividend rate | 5.625% | ||||
Preferred stock, liquidation preference (in dollars per share) | $ 25 | ||||
Preferred stock, increase in annual dividend rate | 0.50% | ||||
Preferred stock, maximum number of escalations | escalate | 4 | ||||
Preferred stock, dividend rate, after maximum number of escalations | 7.625% | ||||
Preferred stock receivable | 12.60% | ||||
Dividends payable annualized (in dollars per share) | $ 3.25 | ||||
Preferred stock, percent of shares outstanding | 25.00% | ||||
Preferred stock, percent of voting rights | 9.99% | ||||
Preferred stock, percent of additional shares to be issued | 19.99% | ||||
Merger Agreement | Series A Perpetual Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Preferred stock, increase in annual dividend rate | 0.75% | ||||
Preferred stock, dividend rate, after maximum number of escalations | 7.75% |
Redeemable Preferred Stock - Re
Redeemable Preferred Stock - Reconciliation of Preferred Shares (Details) - Series A Perpetual Preferred Stock $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Balance, beginning of year | $ 0 |
Issuance of Preferred Shares | 256 |
Initial value of derivative bifurcated from Preferred Share proceeds | (21) |
Issuance costs | (1) |
Balance, end of year | $ 234 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions | Oct. 23, 2017USD ($)shares | May 09, 2016USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)vote$ / shares | Dec. 31, 2017USD ($) |
Changes In Equity And Comprehensive Income Line Items [Line Items] | |||||
Issuance of common stock, shares (in shares) | shares | 9,200,000 | ||||
Proceeds from common share offering | $ 212 | $ 0 | $ 0 | $ 237 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Stock to be issued, value | $ 200 | ||||
Shares sold under the equity distribution agreement | shares | 1,068,261 | ||||
Net proceeds from issuances under equity distribution agreement | $ 25 | ||||
Aggregate compensation paid (less than $1 million) | $ 1 | ||||
Remaining stock available to be issued, value | 144 | ||||
Number of votes per share | vote | 1 | ||||
Over-Allotment Option | |||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | |||||
Issuance of common stock, shares (in shares) | shares | 1,200,000 | ||||
Broadview | |||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | |||||
Pay-go contribution | $ 6 | $ 4 |
Stockholders' Equity - Noncontr
Stockholders' Equity - Noncontrolling Interest Balances by Projects (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | $ 1,514 | $ 1,112 |
Logan's Gap | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 119 | 132 |
Panhandle 1 | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 114 | 131 |
Post Rock | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 158 | 176 |
Post Rock | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 95 | 116 |
Amazon Wind | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 89 | 101 |
Broadview Project | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 235 | 257 |
Futtsu | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 10 | 10 |
Meikle | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 52 | 57 |
MSM | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 39 | 37 |
Stillwater | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 91 | 95 |
Belle River | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 20 | 0 |
Grady | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | 293 | 0 |
Henvey | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interests | $ 199 | $ 0 |
Stockholders' Equity - Componen
Stockholders' Equity - Components of Noncontrolling Interest (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||
Beginning balance | $ 1,112 | $ 1,112 | |||||||||
Acquisitions | 479 | $ 49 | $ 390 | ||||||||
Contribution from noncontrolling interests | 28 | 98 | |||||||||
Distributions to noncontrolling interests | (41) | (38) | (20) | ||||||||
Partial sale of subsidiary | 54 | ||||||||||
Net loss | $ 17 | $ 20 | $ 23 | 16 | $ 9 | $ 19 | $ 34 | $ 149 | 76 | 211 | 64 |
Ending balance | 1,514 | 1,112 | 1,514 | 1,112 | |||||||
Tax reform, change in tax rate | 150 | 150 | |||||||||
Capital | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||
Beginning balance | 1,452 | 1,380 | 1,452 | 1,380 | 954 | ||||||
Acquisitions | 479 | 49 | 390 | ||||||||
Contribution from noncontrolling interests | 28 | 98 | |||||||||
Distributions to noncontrolling interests | (41) | (38) | (20) | ||||||||
Partial sale of subsidiary | (37) | 56 | |||||||||
Net loss | 0 | 0 | 0 | ||||||||
Other comprehensive income (loss), net of tax | 0 | 0 | 0 | ||||||||
Ending balance | 1,918 | 1,452 | 1,918 | 1,452 | 1,380 | ||||||
Accumulated Income (Loss) | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||
Beginning balance | (332) | (126) | (332) | (126) | (62) | ||||||
Acquisitions | 0 | 0 | 0 | ||||||||
Contribution from noncontrolling interests | 0 | 0 | |||||||||
Distributions to noncontrolling interests | 0 | 0 | 0 | ||||||||
Partial sale of subsidiary | 5 | 0 | |||||||||
Net loss | (76) | (211) | (64) | ||||||||
Other comprehensive income (loss), net of tax | 0 | 0 | 0 | ||||||||
Ending balance | (408) | (332) | (408) | (332) | (126) | ||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||
Beginning balance | (8) | 0 | (8) | 0 | (1) | ||||||
Acquisitions | 0 | 0 | 0 | ||||||||
Contribution from noncontrolling interests | 0 | 0 | |||||||||
Distributions to noncontrolling interests | 0 | 0 | 0 | ||||||||
Partial sale of subsidiary | 0 | 0 | |||||||||
Net loss | 0 | 0 | 0 | ||||||||
Other comprehensive income (loss), net of tax | 12 | (8) | 1 | ||||||||
Ending balance | 4 | (8) | 4 | (8) | 0 | ||||||
Noncontrolling Interests | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||
Beginning balance | $ 1,112 | $ 1,254 | 1,112 | 1,254 | 891 | ||||||
Acquisitions | 479 | 49 | 390 | ||||||||
Contribution from noncontrolling interests | 28 | 98 | |||||||||
Distributions to noncontrolling interests | (41) | (38) | (20) | ||||||||
Partial sale of subsidiary | (32) | 56 | |||||||||
Net loss | (76) | (211) | (64) | ||||||||
Other comprehensive income (loss), net of tax | 12 | (8) | 1 | ||||||||
Ending balance | $ 1,514 | $ 1,112 | $ 1,514 | $ 1,112 | $ 1,254 |
Equity Incentive Award Plan - W
Equity Incentive Award Plan - Weighted Average Assumptions (Details) - TSR-RSAs | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility (percent) | 27.00% | 32.00% | 34.00% |
Risk-free interest rate (percent) | 2.36% | 2.38% | 1.60% |
Expected life (in years) | 2 years 9 months 18 days | 2 years 9 months 18 days | 2 years 9 months 18 days |
Equity Incentive Award Plan - S
Equity Incentive Award Plan - Summary of Restricted Stock Awards Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
RSAs | |||
Shares | |||
Beginning balance (in shares) | 122,128 | ||
Granted (shares) | 124,810 | ||
Vested (shares) | (118,470) | ||
Forfeited (shares) | (9,940) | ||
Ending balance (in shares) | 118,528 | 122,128 | |
Weighted-Average Grant-Date Fair Value | |||
Beginning balance (in dollars per share) | $ 18.84 | ||
Granted (in dollars per share) | 21.78 | $ 18.67 | $ 20.35 |
Vested (in dollars per share) | 19.92 | ||
Forfeited (in dollars per share) | 20.20 | ||
Ending balance (in dollars per share) | $ 20.74 | $ 18.84 | |
TSR-RSAs | |||
Shares | |||
Beginning balance (in shares) | 259,643 | ||
Granted (shares) | 96,127 | ||
Vested (shares) | (72,768) | ||
Forfeited (shares) | (18,192) | ||
Ending balance (in shares) | 264,810 | 259,643 | |
Weighted-Average Grant-Date Fair Value | |||
Beginning balance (in dollars per share) | $ 19.40 | ||
Granted (in dollars per share) | 22.60 | $ 18.20 | $ 19.48 |
Vested (in dollars per share) | 20.63 | ||
Forfeited (in dollars per share) | 20.63 | ||
Ending balance (in dollars per share) | $ 20.14 | $ 19.40 |
Equity Incentive Award Plan - A
Equity Incentive Award Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized to be issued under plan (in shares) | 3,000,000 | ||
Stock-based compensation expense | $ 5 | $ 5 | $ 5 |
Exercises in the period (in shares) | 0 | 0 | 0 |
Grants in the period (in shares) | 0 | 0 | 0 |
Class A Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | 1,565,076 | ||
TSR-RSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value of grants in period (in dollars per share) | $ 22.60 | $ 18.20 | $ 19.48 |
Unrecorded stock-based compensation expense | $ 2 | ||
Unrecorded stock-based compensation expense period of amortization (in years) | 1 year 9 months 18 days | ||
Performance period | 3 years | ||
Granted (shares) | 96,127 | ||
Restricted stock awards unvested (in shares) | 264,810 | 259,643 | |
RSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of restricted stock awards vested | $ 3 | $ 3 | $ 3 |
Weighted average grant date fair value of grants in period (in dollars per share) | $ 21.78 | $ 18.67 | $ 20.35 |
Unrecorded stock-based compensation expense | $ 2 | ||
Unrecorded stock-based compensation expense period of amortization (in years) | 1 year 7 months 6 days | ||
Granted (shares) | 124,810 | ||
Restricted stock awards unvested (in shares) | 118,528 | 122,128 | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of restricted stock awards vested | $ 1 | $ 1 | $ 1 |
Weighted average grant date fair value of grants in period (in dollars per share) | $ 19.54 | $ 21.49 | $ 18.99 |
Granted (shares) | 36,538 | ||
Restricted stock awards unvested (in shares) | 0 |
Equity Incentive Award Plan -_2
Equity Incentive Award Plan - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | ||
Beginning balance (in shares) | 382,154 | |
Forfeited and expired (shares) | 0 | |
Ending balance (in shares) | 382,154 | |
Exercisable (in shares) | 382,154 | |
Weighted-Average Exercise Price | ||
Weighted-average exercise price, outstanding (in dollars per share) | $ 22 | |
Weighted-average exercise price, forfeited or expired (in dollars per share) | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual life, outstanding | 3 years 8 months 12 days | |
Weighted average remaining contractual life, exercisable | 3 years 8 months 12 days | |
Aggregate intrinsic value, outstanding | $ 0 | |
Aggregate intrinsic value, exercisable | $ 0 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Line Items] | |||||||||||
Potentially dilutive securities excluded from earnings per share calculation (shares) | 9,000,000 | 9,000,000 | 9,000,000 | ||||||||
Numerator for basic and diluted earnings (loss) per share: | |||||||||||
Net income (loss) attributable to Pattern Energy | $ 57 | $ (51) | $ (7) | $ (30) | $ (13) | $ (13) | $ 32 | $ 136 | $ (31) | $ 142 | $ (18) |
Series A preferred stock dividends | (4) | 0 | 0 | ||||||||
Less: earnings allocated to participating securities | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to common shareholders | $ (35) | $ 142 | $ (18) | ||||||||
Denominator for earnings (loss) per share: | |||||||||||
Diluted (in shares) | 97,603,555 | 97,651,501 | 89,179,343 | ||||||||
Earnings (loss) per share: | |||||||||||
Basic loss per share (in dollars per share) | $ 0.55 | $ (0.53) | $ (0.07) | $ (0.31) | $ (0.35) | $ 1.45 | $ (0.20) | ||||
Dividends declared (in dollars per share) | $ 0.4220 | $ 0.4220 | $ 0.4220 | $ 0.4220 | $ 0.4220 | $ 0.4220 | $ 0.4220 | $ 0.4220 | $ 1.69 | $ 1.69 | $ 1.67 |
Class A Common Stock | |||||||||||
Denominator for earnings (loss) per share: | |||||||||||
Weighted average number of shares - Basic and diluted (in shares) | 97,603,555 | 97,456,407 | 89,179,343 | ||||||||
Earnings (loss) per share: | |||||||||||
Dividends declared (in dollars per share) | $ 1.69 | $ 1.69 | $ 1.67 | ||||||||
Restricted Stock | |||||||||||
Denominator for earnings (loss) per share: | |||||||||||
Dilutive effect (in shares) | 0 | 193,910 | 0 | ||||||||
RSUs | |||||||||||
Denominator for earnings (loss) per share: | |||||||||||
Dilutive effect (in shares) | 0 | 1,184 | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Commitments (Details) $ in Millions | Dec. 31, 2019USD ($) |
Transmission service agreements | |
2020 | $ 36 |
2021 | 36 |
2022 | 36 |
2023 | 36 |
2024 | 36 |
Thereafter | 710 |
Total | 890 |
Total commitments | |
2020 | 335 |
2021 | 90 |
2022 | 82 |
2023 | 83 |
2024 | 76 |
Thereafter | 1,249 |
Total | 1,915 |
Land agreements | |
Other Commitments | |
2020 | 13 |
2021 | 13 |
2022 | 13 |
2023 | 13 |
2024 | 13 |
Thereafter | 417 |
Total | 482 |
Service and maintenance agreements | |
Other Commitments | |
2020 | 37 |
2021 | 35 |
2022 | 29 |
2023 | 29 |
2024 | 22 |
Thereafter | 49 |
Total | 201 |
Construction and other commitments | |
Other Commitments | |
2020 | 249 |
2021 | 6 |
2022 | 4 |
2023 | 5 |
2024 | 5 |
Thereafter | 73 |
Total | $ 342 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Commitments [Line Items] | ||||
Rent expense | $ 18 | $ 18 | $ 15 | |
Annual inflation price adjustment percentage | 2.00% | |||
Maintenance costs | $ 33 | $ 38 | $ 47 | |
Power Sale Agreements | ||||
Other Commitments [Line Items] | ||||
Letters-of-credit outstanding | 158 | |||
Project Finance Agreements | ||||
Other Commitments [Line Items] | ||||
Letters-of-credit outstanding | 152 | |||
Turbine manufacturers | ||||
Other Commitments [Line Items] | ||||
Turbine availability bonus payable | 2 | |||
Transmission Service Agreement | ||||
Other Commitments [Line Items] | ||||
Transmission service costs | $ 25 | |||
Service and maintenance agreements | ||||
Other Commitments [Line Items] | ||||
Agreement term (in years) | 21 years | |||
Minimum | Transmission Service Agreement | ||||
Other Commitments [Line Items] | ||||
Agreement term (in years) | 2 years | |||
Maximum | Transmission Service Agreement | ||||
Other Commitments [Line Items] | ||||
Agreement term (in years) | 29 years | |||
Broadview Project | ||||
Other Commitments [Line Items] | ||||
Contingent consideration, measurement input | 0.05 | |||
Undiscounted contingent obligation | $ 50 | |||
Payment for contingent consideration liability | 1 | |||
Continued Operation Of Broadview | Broadview Project | ||||
Other Commitments [Line Items] | ||||
Contingent liability | 7 | |||
Continued Operation Of Grady | Broadview Project | ||||
Other Commitments [Line Items] | ||||
Contingent liability | 29 | |||
Post Rock | ||||
Other Commitments [Line Items] | ||||
Turbine availability bonus payable | 2 | |||
Post Rock | Maximum | ||||
Other Commitments [Line Items] | ||||
Turbine availability bonus payable | 5 | |||
Gulf Wind Re-Powering Commitment | ||||
Other Commitments [Line Items] | ||||
Maximum purchase price | $ 151 | |||
Payment to affiliates | $ 14 | |||
Interest in Western Interconnect by third party | ||||
Other Commitments [Line Items] | ||||
Ownership percentage | 1.00% | |||
Collectability of Receivables | Pacific Gas & Electric [Member] | ||||
Other Commitments [Line Items] | ||||
Pre-petition amount | $ 2 | |||
Contractor, Cost Overrun General Claim | ||||
Other Commitments [Line Items] | ||||
General claim for cost overruns from contractor | 22 | |||
Capital Contributions | Gulf Wind Re-Powering Commitment | ||||
Other Commitments [Line Items] | ||||
Guaranteed amount | 85 | |||
Fund Cost Overruns | Gulf Wind Re-Powering Commitment | ||||
Other Commitments [Line Items] | ||||
Guaranteed amount | $ 7 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | Mar. 26, 2019 | Jun. 16, 2017 | Oct. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Related Party Transaction [Line Items] | ||||||||
Interconnection fees | $ 8 | $ 0 | $ 0 | |||||
Defined contribution plan, contributions | 1 | 1 | $ 1 | |||||
Intangible assets, net | 808 | 219 | ||||||
Accumulated amortization | 52 | 33 | ||||||
Pattern Development 2.0 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Investment in related party | 7 | $ 115 | ||||||
Aggregate cost | $ 190 | |||||||
Ownership interest (percent) | 29.00% | |||||||
Percent of earnout rights | 100.00% | |||||||
Profit interests in such projects | 25.00% | |||||||
Tsugaru | ||||||||
Related Party Transaction [Line Items] | ||||||||
Development fee | $ 15 | |||||||
PSP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum aggregate amount of co-investment | $ 500 | |||||||
Shares purchased (in shares) | 0.6 | |||||||
MSM | PSP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 49.00% | |||||||
Stillwater | PSP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 49.00% | |||||||
Belle River | PSP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 20.80% | |||||||
Grady | PSP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 49.00% | |||||||
Pattern Development 1.0 | PSP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares purchased (in shares) | 9 | |||||||
ERP Purchase | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase amount | $ 12 | |||||||
Amortization expense | $ 2 | |||||||
Intangible assets, net | $ 10 | |||||||
Accumulated amortization | 2 | |||||||
Earnout Acquisition Agreement | Pattern Energy Group LP | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase amount | $ 10 | |||||||
Turbine Delivery For Gulf Wind Re-Powering | Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase amount | $ 14 |
Related Party Transactions - Re
Related Party Transactions - Related Party Receivable and Payable (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 17 | $ 7 |
Due to related parties | 143 | 139 |
Related party receivable | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 17 | 7 |
Other current liabilities | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 17 | 9 |
Contingent liabilities, current | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 126 | 25 |
Contingent liabilities | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 0 | $ 105 |
Related Party Transactions - _2
Related Party Transactions - Related Party Revenue and Expense Included in Combined Statement of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Interconnection fees | $ 8 | $ 0 | $ 0 |
MSA reimbursement | 10 | 12 | 12 |
MSA costs | (18) | (15) | (14) |
Other revenue | |||
Related Party Transaction [Line Items] | |||
Management fees | 9 | 9 | 8 |
Project Expense | |||
Related Party Transaction [Line Items] | |||
Management fees | $ 2 | $ 1 | $ 0 |
Related Party Transactions - _3
Related Party Transactions - Related Party Purchase Agreements (Details) - USD ($) $ in Millions | Oct. 25, 2019 | Oct. 10, 2019 | Aug. 02, 2019 | Nov. 20, 2018 | Mar. 07, 2018 | Aug. 10, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 10, 2018 | Apr. 21, 2017 |
Related Party Transaction [Line Items] | |||||||||||
Cash consideration net of acquired cash | $ 326 | $ 415 | $ 297 | ||||||||
Japan projects | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash consideration net of acquired cash | $ 158 | ||||||||||
Debt Assumed | 181 | ||||||||||
Contingent consideration | $ 106 | ||||||||||
MSM | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash consideration net of acquired cash | $ 31 | ||||||||||
Debt Assumed | $ 196 | ||||||||||
Contingent consideration | $ 0 | ||||||||||
Stillwater Wind LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash consideration net of acquired cash | $ 17 | ||||||||||
Debt Assumed | 0 | ||||||||||
Contingent consideration | $ 0 | ||||||||||
Belle River | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash consideration net of acquired cash | $ 18 | ||||||||||
Debt Assumed | 0 | ||||||||||
Contingent consideration | 0 | ||||||||||
North Kent | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash consideration net of acquired cash | 26 | ||||||||||
Debt Assumed | 0 | ||||||||||
Contingent consideration | $ 0 | ||||||||||
Grady | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash consideration net of acquired cash | $ 84 | ||||||||||
Debt Assumed | 0 | ||||||||||
Contingent consideration | $ 0 | ||||||||||
Broadview Project | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Contingent consideration | $ 21 | ||||||||||
Henvey Inlet | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Cash consideration net of acquired cash | $ 172 | ||||||||||
Debt Assumed | 724 | ||||||||||
Contingent consideration | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) - segment | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 147,000,000 | $ 119,000,000 | $ 140,000,000 | $ 135,000,000 | $ 113,000,000 | $ 118,000,000 | $ 140,000,000 | $ 112,000,000 | $ 541,000,000 | $ 483,000,000 | $ 411,000,000 |
Depreciation, amortization and accretion | 318,000,000 | 250,000,000 | 199,000,000 | ||||||||
Impairment expense | 0 | 7,000,000 | 0 | ||||||||
Operating income (loss) | (47,000,000) | 2,000,000 | 10,000,000 | ||||||||
Earnings in unconsolidated investments, net | 107,000,000 | 1,000,000 | 42,000,000 | ||||||||
Interest expense | 111,000,000 | 109,000,000 | 102,000,000 | ||||||||
Income tax provision | 43,000,000 | 32,000,000 | 12,000,000 | ||||||||
Net loss | 40,000,000 | $ (71,000,000) | $ (30,000,000) | $ (46,000,000) | (22,000,000) | $ (32,000,000) | $ (2,000,000) | $ (13,000,000) | (107,000,000) | (69,000,000) | (82,000,000) |
Capital expenditures | (264,000,000) | (181,000,000) | $ (44,000,000) | ||||||||
Property, plant and equipment, net | 4,818,000,000 | 4,119,000,000 | 4,818,000,000 | 4,119,000,000 | |||||||
Unconsolidated investments (Note 8) | 298,000,000 | 270,000,000 | 298,000,000 | 270,000,000 | |||||||
Total assets | 7,173,000,000 | 5,294,000,000 | 7,173,000,000 | 5,294,000,000 | |||||||
Payments to Acquire Productive Assets | (264,000,000) | ||||||||||
Property, Plant and Equipment, Net | 4,818,000,000 | 4,818,000,000 | |||||||||
Operating Segments | Operating Business | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 532,000,000 | 475,000,000 | |||||||||
Depreciation, amortization and accretion | 316,000,000 | 247,000,000 | |||||||||
Impairment expense | 0 | 0 | |||||||||
Operating income (loss) | 7,000,000 | 45,000,000 | |||||||||
Earnings in unconsolidated investments, net | 152,000,000 | 41,000,000 | |||||||||
Interest expense | 60,000,000 | 63,000,000 | |||||||||
Income tax provision | 11,000,000 | 11,000,000 | |||||||||
Net loss | 80,000,000 | (38,000,000) | |||||||||
Adjusted EBITDA | 419,000,000 | 391,000,000 | |||||||||
Capital expenditures | (175,000,000) | ||||||||||
Property, plant and equipment, net | 4,054,000,000 | 4,054,000,000 | |||||||||
Unconsolidated investments (Note 8) | 410,000,000 | 228,000,000 | 410,000,000 | 228,000,000 | |||||||
Total assets | 11,282,000,000 | 8,990,000,000 | 11,282,000,000 | 8,990,000,000 | |||||||
Payments to Acquire Productive Assets | (259,000,000) | ||||||||||
Property, Plant and Equipment, Net | 4,772,000,000 | 4,772,000,000 | |||||||||
Operating Segments | Development Investment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 72,000,000 | 39,000,000 | |||||||||
Depreciation, amortization and accretion | 1,000,000 | 0 | |||||||||
Impairment expense | 2,000,000 | 11,000,000 | |||||||||
Operating income (loss) | (26,000,000) | (33,000,000) | |||||||||
Earnings in unconsolidated investments, net | 1,000,000 | 1,000,000 | |||||||||
Interest expense | 1,000,000 | 1,000,000 | |||||||||
Income tax provision | 0 | 1,000,000 | |||||||||
Net loss | (27,000,000) | (35,000,000) | |||||||||
Adjusted EBITDA | (25,000,000) | (22,000,000) | |||||||||
Capital expenditures | (61,000,000) | ||||||||||
Property, plant and equipment, net | 2,000,000 | 2,000,000 | |||||||||
Unconsolidated investments (Note 8) | 9,000,000 | 10,000,000 | 9,000,000 | 10,000,000 | |||||||
Total assets | 137,000,000 | 187,000,000 | 137,000,000 | 187,000,000 | |||||||
Payments to Acquire Productive Assets | (43,000,000) | ||||||||||
Property, Plant and Equipment, Net | 4,000,000 | 4,000,000 | |||||||||
Corporate, Other and Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 9,000,000 | 8,000,000 | |||||||||
Depreciation, amortization and accretion | 2,000,000 | 3,000,000 | |||||||||
Impairment expense | 0 | 7,000,000 | |||||||||
Operating income (loss) | (54,000,000) | (43,000,000) | |||||||||
Earnings in unconsolidated investments, net | (45,000,000) | (40,000,000) | |||||||||
Interest expense | 51,000,000 | 46,000,000 | |||||||||
Income tax provision | 32,000,000 | 21,000,000 | |||||||||
Net loss | (187,000,000) | (31,000,000) | |||||||||
Adjusted EBITDA | (60,000,000) | (19,000,000) | |||||||||
Capital expenditures | (6,000,000) | ||||||||||
Property, plant and equipment, net | 65,000,000 | 65,000,000 | |||||||||
Unconsolidated investments (Note 8) | (112,000,000) | 42,000,000 | (112,000,000) | 42,000,000 | |||||||
Total assets | (4,109,000,000) | (3,696,000,000) | (4,109,000,000) | (3,696,000,000) | |||||||
Loss related to portion of loss of Pattern Development | 27,000,000 | 35,000,000 | |||||||||
Intra-entity profits | 18,000,000 | 5,000,000 | |||||||||
Payments to Acquire Productive Assets | (5,000,000) | ||||||||||
Property, Plant and Equipment, Net | 46,000,000 | 46,000,000 | |||||||||
Reconciling Amounts | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | (72,000,000) | (39,000,000) | |||||||||
Depreciation, amortization and accretion | (1,000,000) | 0 | |||||||||
Impairment expense | (2,000,000) | (11,000,000) | |||||||||
Operating income (loss) | 26,000,000 | 33,000,000 | |||||||||
Earnings in unconsolidated investments, net | (1,000,000) | (1,000,000) | |||||||||
Interest expense | (1,000,000) | (1,000,000) | |||||||||
Income tax provision | 0 | (1,000,000) | |||||||||
Net loss | 27,000,000 | 35,000,000 | |||||||||
Adjusted EBITDA | 25,000,000 | 22,000,000 | |||||||||
Capital expenditures | 61,000,000 | ||||||||||
Property, plant and equipment, net | (2,000,000) | (2,000,000) | |||||||||
Unconsolidated investments (Note 8) | (9,000,000) | (10,000,000) | (9,000,000) | (10,000,000) | |||||||
Total assets | (137,000,000) | $ (187,000,000) | (137,000,000) | $ (187,000,000) | |||||||
Payments to Acquire Productive Assets | 43,000,000 | ||||||||||
Property, Plant and Equipment, Net | $ (4,000,000) | $ (4,000,000) |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Segment Adjusted EBITDA (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Earnings in unconsolidated investments, net | $ 107,000,000 | $ 1,000,000 | $ 42,000,000 | ||||||||
Unrealized loss derivatives | (6,000,000) | (5,000,000) | |||||||||
Early extinguishment of debt | 0 | (6,000,000) | (9,000,000) | ||||||||
Impairment expense | 0 | (7,000,000) | 0 | ||||||||
Adjustments from unconsolidated investments | 126,000,000 | 0 | |||||||||
Other | (17,000,000) | (2,000,000) | |||||||||
Gain on asset sales | 0 | 71,000,000 | |||||||||
Interest expense, net of interest income | (107,000,000) | (107,000,000) | |||||||||
Depreciation, amortization and accretion | (350,000,000) | (280,000,000) | |||||||||
Net loss before income tax | (64,000,000) | (37,000,000) | (70,000,000) | ||||||||
Income tax provision | (43,000,000) | (32,000,000) | (12,000,000) | ||||||||
Net loss | $ 40,000,000 | $ (71,000,000) | $ (30,000,000) | $ (46,000,000) | $ (22,000,000) | $ (32,000,000) | $ (2,000,000) | $ (13,000,000) | (107,000,000) | (69,000,000) | $ (82,000,000) |
Operating Segments | Operating Business | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 419,000,000 | 391,000,000 | |||||||||
Earnings in unconsolidated investments, net | 152,000,000 | 41,000,000 | |||||||||
Impairment expense | 0 | 0 | |||||||||
Income tax provision | (11,000,000) | (11,000,000) | |||||||||
Net loss | 80,000,000 | (38,000,000) | |||||||||
Operating Segments | Development Investment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | (25,000,000) | (22,000,000) | |||||||||
Earnings in unconsolidated investments, net | 1,000,000 | 1,000,000 | |||||||||
Impairment expense | (2,000,000) | (11,000,000) | |||||||||
Income tax provision | 0 | (1,000,000) | |||||||||
Net loss | (27,000,000) | (35,000,000) | |||||||||
Corporate, Other and Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | (60,000,000) | (19,000,000) | |||||||||
Earnings in unconsolidated investments, net | (45,000,000) | (40,000,000) | |||||||||
Impairment expense | 0 | (7,000,000) | |||||||||
Income tax provision | (32,000,000) | (21,000,000) | |||||||||
Net loss | (187,000,000) | (31,000,000) | |||||||||
Reconciling Amounts | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 25,000,000 | 22,000,000 | |||||||||
Earnings in unconsolidated investments, net | (1,000,000) | (1,000,000) | |||||||||
Impairment expense | 2,000,000 | 11,000,000 | |||||||||
Income tax provision | 0 | 1,000,000 | |||||||||
Net loss | 27,000,000 | 35,000,000 | |||||||||
Interest expense, net of interest income | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Earnings in unconsolidated investments, net | (31,000,000) | (38,000,000) | |||||||||
Income tax provision | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Earnings in unconsolidated investments, net | 0 | (1,000,000) | |||||||||
Depreciation, amortization and accretion | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Earnings in unconsolidated investments, net | (30,000,000) | (35,000,000) | |||||||||
Gain (loss) on derivatives | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Earnings in unconsolidated investments, net | $ (8,000,000) | $ 1,000,000 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 147 | $ 119 | $ 140 | $ 135 | $ 113 | $ 118 | $ 140 | $ 112 | $ 541 | $ 483 | $ 411 |
Gross profit (loss) | 12 | (3) | 17 | 6 | (14) | 20 | 44 | 14 | 32 | 64 | 63 |
Net income (loss) | 40 | (71) | (30) | (46) | (22) | (32) | (2) | (13) | (107) | (69) | (82) |
Net loss attributable to noncontrolling interests | (17) | (20) | (23) | (16) | (9) | (19) | (34) | (149) | (76) | (211) | (64) |
Net income (loss) attributable to Pattern Energy | $ 57 | $ (51) | $ (7) | $ (30) | $ (13) | $ (13) | $ 32 | $ 136 | $ (31) | $ 142 | $ (18) |
Earnings (loss) per share: | |||||||||||
Basic (in dollars per share) | $ 0.55 | $ (0.53) | $ (0.07) | $ (0.31) | $ (0.35) | $ 1.45 | $ (0.20) | ||||
Diluted (in dollars per share) | 0.54 | (0.53) | (0.07) | (0.31) | (0.35) | 1.45 | (0.20) | ||||
Basic and diluted earnings (loss) per share—Class A common stock (in dollars per share) | $ (0.15) | $ (0.13) | $ 0.34 | $ 1.39 | |||||||
Dividends declared (in dollars per share) | $ 0.4220 | $ 0.4220 | $ 0.4220 | $ 0.4220 | 0.4220 | 0.4220 | 0.4220 | $ 0.4220 | 1.69 | $ 1.69 | 1.67 |
Tax reform, change in tax rate | $ 150 | $ 150 | |||||||||
Common Class A | |||||||||||
Earnings (loss) per share: | |||||||||||
Diluted (in dollars per share) | $ (0.15) | $ (0.13) | $ 0.34 | $ 1.32 | |||||||
Dividends declared (in dollars per share) | $ 1.69 | $ 1.69 | $ 1.67 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 26, 2020 | Oct. 25, 2019 |
Class A Common Stock | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Dividends payable (in dollars per share) | $ 0.4220 | |
Dividends payable annualized (in dollars per share) | $ 1.688 | |
Series A Perpetual Preferred Stock | ||
Subsequent Event [Line Items] | ||
Dividends payable annualized (in dollars per share) | $ 3.25 | |
Series A Perpetual Preferred Stock | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Dividends payable | $ 4 |
Schedule I-Condensed Parent-C_2
Schedule I-Condensed Parent-Company Financial Statements - Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||||
Cash and cash equivalents | $ 156 | $ 101 | $ 117 | |
Derivative assets, current (Note 8) | 3 | 14 | ||
Prepaid expenses (Note 8) | 15 | 18 | ||
Other current assets | 17 | 8 | ||
Total current assets | 337 | 211 | ||
Major construction advances (Note 8) | 39 | 84 | ||
Property, plant and equipment, net | 4,818 | 4,119 | ||
Unconsolidated investments (Note 8) | 298 | 270 | ||
Derivative assets | 8 | 9 | ||
Intangible assets, net | 808 | 219 | ||
Other assets | 109 | 34 | ||
Total assets | 7,173 | 5,294 | ||
Current liabilities: | ||||
Accounts payable and other accrued liabilities | 68 | 67 | ||
Accrued interest | 15 | 14 | ||
Dividend payable | 46 | 42 | ||
Derivative liabilities, current (Note 8) | 12 | 2 | ||
Contingent liabilities, current | 133 | 31 | ||
Other current liabilities | 33 | 11 | ||
Total current liabilities | 929 | 478 | ||
Other long-term liabilities | 146 | 71 | ||
Total liabilities | 4,589 | 3,135 | ||
Series A Preferred Stock, $0.01 par value per share; 100,000,000 preferred shares authorized; 10,400,000 and 0 shares of Series A Preferred Stock outstanding as of December 31, 2019 and December 31, 2018, respectively | 234 | 0 | ||
Equity: | ||||
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 98,199,909 and 98,051,629 shares outstanding as of December 31, 2019 and December 31, 2018, respectively | 1 | 1 | ||
Additional paid-in capital | 968 | 1,130 | ||
Accumulated income (loss) | (58) | (27) | ||
Accumulated other comprehensive loss | (69) | (52) | ||
Treasury stock, at cost; 289,690 and 223,040 shares of Class A common stock as of December 31, 2019 and 2018, respectively | (6) | (5) | ||
Total equity | 2,350 | 2,159 | 2,348 | $ 1,879 |
Total liabilities, mezzanine equity and equity | 7,173 | 5,294 | ||
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 13 | 3 | $ 9 | |
Derivative assets, current (Note 8) | 0 | 4 | ||
Prepaid expenses (Note 8) | 1 | 0 | ||
Other current assets | 36 | 17 | ||
Total current assets | 50 | 24 | ||
Major construction advances (Note 8) | 1 | 0 | ||
Property, plant and equipment, net | 22 | 2 | ||
Investments in subsidiaries | 1,400 | 1,415 | ||
Unconsolidated investments (Note 8) | 298 | 270 | ||
Derivative assets | 0 | 1 | ||
Intangible assets, net | 1 | 1 | ||
Other assets | 17 | 1 | ||
Total assets | 1,789 | 1,714 | ||
Current liabilities: | ||||
Accounts payable and other accrued liabilities | 61 | 13 | ||
Accrued interest | 13 | 13 | ||
Dividend payable | 46 | 42 | ||
Derivative liabilities, current (Note 8) | 221 | 0 | ||
Contingent liabilities, current | 2 | 29 | ||
Other current liabilities | 11 | 3 | ||
Total current liabilities | 354 | 100 | ||
Long-term debt, net of financing costs of $4 and $7 as of December 31, 2019 and 2018, respectively | 346 | 560 | ||
Other long-term liabilities | 20 | 7 | ||
Total liabilities | 720 | 667 | ||
Series A Preferred Stock, $0.01 par value per share; 100,000,000 preferred shares authorized; 10,400,000 and 0 shares of Series A Preferred Stock outstanding as of December 31, 2019 and December 31, 2018, respectively | 234 | 0 | ||
Equity: | ||||
Additional paid-in capital | 940 | 1,103 | ||
Accumulated income (loss) | (30) | 0 | ||
Accumulated other comprehensive loss | (70) | (52) | ||
Total equity | 835 | 1,047 | ||
Total liabilities, mezzanine equity and equity | 1,789 | 1,714 | ||
Parent Company | Class A Common Stock | ||||
Equity: | ||||
Class A common stock, $0.01 par value per share: 500,000,000 shares authorized; 98,199,909 and 98,051,629 shares outstanding as of December 31, 2019 and December 31, 2018, respectively | 1 | 1 | ||
Treasury stock, at cost; 289,690 and 223,040 shares of Class A common stock as of December 31, 2019 and 2018, respectively | $ (6) | $ (5) |
Schedule I-Condensed Parent-C_3
Schedule I-Condensed Parent-Company Financial Statements - Balance Sheets (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | May 09, 2016 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Unamortized financing costs | $ 22 | $ 21 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Preferred stock, shares outstanding (in shares) | 10,400,000 | 0 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Common stock, shares outstanding (in shares) | 98,199,909 | 98,051,629 | |
Treasury stock, shares (in shares) | 289,690 | 223,040 | |
Parent Company | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Unamortized financing costs | $ 4 | $ 7 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Preferred stock, shares outstanding (in shares) | 10,400,000 | 0 | |
Treasury stock, shares (in shares) | 289,690 | 223,040 | |
Parent Company | Class A Common Stock | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Common stock, shares outstanding (in shares) | 98,199,909 | 98,051,629 |
Schedule I-Condensed Parent-C_4
Schedule I-Condensed Parent-Company Financial Statements - Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | $ 147 | $ 119 | $ 140 | $ 135 | $ 113 | $ 118 | $ 140 | $ 112 | $ 541 | $ 483 | $ 411 |
Expenses | 79 | 62 | 53 | ||||||||
Operating income (loss) | (47) | 2 | 10 | ||||||||
Other income (expense): | |||||||||||
Interest expense | (111) | (109) | (102) | ||||||||
Equity in earnings from unconsolidated subsidiaries, net | 107 | 1 | 42 | ||||||||
Gain (loss) on undesignated derivatives, net | 6 | 17 | (10) | ||||||||
Total other expense | (17) | (39) | (80) | ||||||||
Net loss before income tax | (64) | (37) | (70) | ||||||||
Income tax provision | 43 | 32 | 12 | ||||||||
Net loss | $ 40 | $ (71) | $ (30) | $ (46) | $ (22) | $ (32) | $ (2) | $ (13) | (107) | (69) | (82) |
Series A preferred stock dividends | (4) | 0 | 0 | ||||||||
Net income (loss) attributable to common shareholders | (35) | 142 | (18) | ||||||||
Other comprehensive income (loss): | |||||||||||
Proportionate share of affiliates' other comprehensive income (loss) activity, net of tax provision of less than $1, $(1), and $(5), respectively | (1) | 2 | 14 | ||||||||
Total other comprehensive income (loss), net of tax | (5) | (34) | 37 | ||||||||
Comprehensive income (loss) attributable to Pattern Energy | (48) | 116 | 18 | ||||||||
Parent Company | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 1 | 0 | 0 | ||||||||
Expenses | 56 | 35 | 34 | ||||||||
Operating income (loss) | (55) | (35) | (34) | ||||||||
Other income (expense): | |||||||||||
Interest expense | (37) | (37) | (35) | ||||||||
Equity in earnings (losses) from subsidiaries | (35) | 203 | 14 | ||||||||
Equity in earnings from unconsolidated subsidiaries, net | 107 | 1 | 41 | ||||||||
Gain (loss) on undesignated derivatives, net | 0 | 10 | (7) | ||||||||
Other income (expense), net | (11) | (1) | (1) | ||||||||
Total other expense | 24 | 176 | 12 | ||||||||
Net loss before income tax | (31) | 141 | (22) | ||||||||
Income tax provision | 0 | 0 | (4) | ||||||||
Net loss | (31) | 141 | (18) | ||||||||
Series A preferred stock dividends | (4) | 0 | 0 | ||||||||
Net income (loss) attributable to common shareholders | (35) | 141 | (18) | ||||||||
Other comprehensive income (loss): | |||||||||||
Proportionate share of subsidiaries' other comprehensive income (loss), net of tax benefit (provision) of $2, $2 and $(5), respectively | (16) | (27) | 23 | ||||||||
Proportionate share of affiliates' other comprehensive income (loss) activity, net of tax provision of less than $1, $(1), and $(5), respectively | (1) | 1 | 13 | ||||||||
Total other comprehensive income (loss), net of tax | (17) | (26) | 36 | ||||||||
Comprehensive income (loss) attributable to Pattern Energy | $ (52) | $ 115 | $ 18 |
Schedule I-Condensed Parent-C_5
Schedule I-Condensed Parent-Company Financial Statements - Statements of Operations and Comprehensive Income (Loss) (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Income Statements, Captions [Line Items] | |||
Proportionate share of equity investee's other comprehensive (loss) income activity, net of tax benefit (provision) (less than $1 million) | $ (1) | $ (1) | $ 5 |
Parent Company | |||
Condensed Income Statements, Captions [Line Items] | |||
Proportionate share of subsidiaries’ other comprehensive (loss) income activity, tax (less than $1 million) | 2 | 2 | (5) |
Proportionate share of equity investee's other comprehensive (loss) income activity, net of tax benefit (provision) (less than $1 million) | $ 1 | $ (1) | $ (5) |
Schedule I-Condensed Parent-C_6
Schedule I-Condensed Parent-Company Financial Statements - Statements of Cash Flows (Details) - USD ($) $ in Millions | Oct. 23, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Operating activities | ||||||||||||
Net loss | $ 40 | $ (71) | $ (30) | $ (46) | $ (22) | $ (32) | $ (2) | $ (13) | $ (107) | $ (69) | $ (82) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
Depreciation, amortization and accretion | 353 | 280 | 215 | |||||||||
Deferred taxes | 38 | 16 | 15 | |||||||||
Loss on derivatives | 5 | 4 | 16 | |||||||||
Stock-based compensation | 5 | 5 | 5 | |||||||||
Equity in earnings from unconsolidated investments, net | (107) | (1) | (42) | |||||||||
Other reconciling items | 0 | 1 | (5) | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Other current assets | (19) | 15 | (14) | |||||||||
Other assets (non-current) | (11) | (6) | 2 | |||||||||
Accounts payable and other accrued liabilities | (24) | 3 | 18 | |||||||||
Other current liabilities | (1) | 26 | 15 | |||||||||
Other long-term liabilities | 3 | (20) | 21 | |||||||||
Net cash provided by operating activities | 167 | 279 | 218 | |||||||||
Investing activities | ||||||||||||
Capital expenditures | (264) | (181) | (44) | |||||||||
Other assets | 8 | |||||||||||
Other assets | (8) | (1) | ||||||||||
Net cash used in investing activities | (471) | (373) | (320) | |||||||||
Financing activities | ||||||||||||
Proceeds from preferred share offering | 256 | 0 | 0 | |||||||||
Proceeds from common share offering | $ 212 | 0 | 0 | 237 | ||||||||
Dividends paid | (165) | (165) | (145) | |||||||||
Other financing activities | (3) | (4) | (6) | |||||||||
Net cash provided by financing activities | 400 | 83 | 125 | |||||||||
Net change in cash, cash equivalents and restricted cash | 96 | (15) | 29 | |||||||||
Cash, cash equivalents and restricted cash at beginning of period | 123 | 138 | 123 | 138 | 109 | |||||||
Cash, cash equivalents and restricted cash at end of period | 219 | 123 | 219 | 123 | 138 | |||||||
Schedule of non-cash activities | ||||||||||||
Cash payments for interest expense | 100 | 97 | 86 | |||||||||
Parent Company | ||||||||||||
Operating activities | ||||||||||||
Net loss | (31) | 141 | (18) | |||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
Depreciation, amortization and accretion | 9 | 11 | 7 | |||||||||
Deferred taxes | 0 | 0 | 3 | |||||||||
Intraperiod tax allocation | 0 | 0 | (3) | |||||||||
Loss on derivatives | 3 | (10) | 5 | |||||||||
Stock-based compensation | 5 | 5 | 5 | |||||||||
Equity in (earnings) losses from subsidiaries | 35 | (203) | (14) | |||||||||
Equity in earnings from unconsolidated investments, net | (107) | (1) | (41) | |||||||||
Other reconciling items | 0 | 3 | 0 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Other current assets | (20) | 0 | (20) | |||||||||
Other assets (non-current) | (13) | 0 | 0 | |||||||||
Accounts payable and other accrued liabilities | 1 | 0 | 3 | |||||||||
Other current liabilities | 8 | 29 | 8 | |||||||||
Other long-term liabilities | (4) | (28) | 1 | |||||||||
Related party receivable/payable | 0 | (2) | 0 | |||||||||
Contingent liabilities | (4) | 0 | 8 | |||||||||
Net cash provided by operating activities | (118) | (51) | (56) | |||||||||
Investing activities | ||||||||||||
Capital expenditures | (3) | (3) | 0 | |||||||||
Distributions received from subsidiaries | 345 | 818 | 372 | |||||||||
Contribution to subsidiaries | (275) | (490) | (682) | |||||||||
Investment in Pattern Development | (7) | (115) | (69) | |||||||||
Other assets | 0 | 2 | ||||||||||
Other assets | (1) | |||||||||||
Net cash used in investing activities | 60 | 212 | (380) | |||||||||
Financing activities | ||||||||||||
Proceeds from preferred share offering | 256 | 0 | 0 | |||||||||
Proceeds from common share offering | 0 | 0 | 237 | |||||||||
Proceeds from issuance of senior notes, net of issuance costs | 0 | 0 | 343 | |||||||||
Repurchase of shares for employee tax withholding | (2) | (1) | 0 | |||||||||
Dividends paid | (165) | (166) | (145) | |||||||||
Other financing activities | (21) | 0 | (2) | |||||||||
Net cash provided by financing activities | 68 | (167) | 433 | |||||||||
Net change in cash, cash equivalents and restricted cash | 10 | (6) | (3) | |||||||||
Cash, cash equivalents and restricted cash at beginning of period | $ 3 | $ 9 | 3 | 9 | 12 | |||||||
Cash, cash equivalents and restricted cash at end of period | $ 13 | $ 3 | 13 | 3 | 9 | |||||||
Schedule of non-cash activities | ||||||||||||
Cash payments for interest expense | 30 | 30 | 20 | |||||||||
Non-cash increase in additional paid-in capital | $ 0 | $ 0 | $ (2) |
Schedule I-Condensed Parent-C_7
Schedule I-Condensed Parent-Company Financial Statements - Cash Reconciliation (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Condensed Financial Statements, Captions [Line Items] | |||
Cash and cash equivalents | $ 156 | $ 101 | $ 117 |
Parent Company | |||
Condensed Financial Statements, Captions [Line Items] | |||
Cash and cash equivalents | $ 13 | $ 3 | $ 9 |
Schedule I-Condensed Parent-C_8
Schedule I-Condensed Parent-Company Financial Statements - Narrative (Details) | Oct. 25, 2019USD ($)$ / sharesshares | Jul. 31, 2015$ / shares | Jan. 31, 2017USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Oct. 23, 2017$ / shares |
Condensed Financial Statements, Captions [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 23.40 | ||||||
Preferred share issuance costs | $ 1,000,000 | $ 0 | $ 0 | ||||
Series A Perpetual Preferred Stock | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Preferred stock, number of shares issued (in shares) | shares | 10,400,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 24.625 | ||||||
Proceeds from issuance | $ 256,000,000 | ||||||
Preferred share issuance costs | 1,000,000 | ||||||
Preferred stock, par value | $ 260,000,000 | ||||||
Preferred stock, discount on shares | 1.50% | ||||||
Parent Company | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Parent Company | Series A Perpetual Preferred Stock | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Preferred stock, number of shares issued (in shares) | shares | 10,400,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 24.625 | ||||||
Proceeds from issuance | $ 256,000,000 | ||||||
Preferred share issuance costs | 1,000,000 | ||||||
Preferred stock, par value | $ 260,000,000 | ||||||
Preferred stock, discount on shares | 1.50% | ||||||
Unsecured Debt | Parent Company | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Face amount | $ 350,000,000 | ||||||
Net proceeds from issuance of unsecured senior notes | $ 345,000,000 | ||||||
Contractual Interest Rate | 5.875% | ||||||
Convertible Debt | Parent Company | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Face amount | $ 225,000,000 | $ 225,000,000 | |||||
Contractual Interest Rate | 4.00% | ||||||
Conversion ratio (shares per $1000 of debt) | 35.4925 | 36.7355 | |||||
Conversion price (in dollars per share) | $ / shares | $ 28.175 | ||||||
Dividend threshold trigger (in dollars per share) | $ / shares | $ 0.363 |
Schedule I-Condensed Parent-C_9
Schedule I-Condensed Parent-Company Financial Statements - Convertible Debt (Details) - Convertible Debt - Parent Company - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Condensed Financial Statements, Captions [Line Items] | ||
Principal | $ 225,000,000 | $ 225,000,000 |
Unamortized debt discount | (3,000,000) | (8,000,000) |
Unamortized financing costs | (1,000,000) | (2,000,000) |
Carrying value of convertible senior notes | 221,000,000 | 215,000,000 |
Carrying value of the equity component | 24,000,000 | $ 24,000,000 |
Equity issuance costs | $ 1,000,000 |
Schedule I-Condensed Parent-_10
Schedule I-Condensed Parent-Company Financial Statements - Redeemable Preferred Stock (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Parent Company | |
Condensed Financial Statements, Captions [Line Items] | |
Balance, beginning of year | $ 0 |
Issuance of Preferred Shares | 256 |
Initial value of derivative bifurcated from Preferred Share proceeds | (21) |
Issuance costs | (1) |
Balance, end of year | 234 |
Series A Perpetual Preferred Stock | |
Condensed Financial Statements, Captions [Line Items] | |
Balance, beginning of year | 0 |
Issuance of Preferred Shares | 256 |
Initial value of derivative bifurcated from Preferred Share proceeds | (21) |
Issuance costs | (1) |
Balance, end of year | $ 234 |