cwen-20200806
0001567683false00015676832020-08-062020-08-060001567683us-gaap:CommonClassAMember2020-08-062020-08-060001567683us-gaap:CommonClassCMember2020-08-062020-08-06


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 6, 2020
CLEARWAY ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-36002
46-1777204
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
300 Carnegie Center, Suite 300, Princeton, New Jersey 08540
(Address of principal executive offices, including zip code)
(609) 608-1525
Registrant's telephone number, including area code

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01CWEN.ANew York Stock Exchange
Class C Common Stock, par value $0.01CWENNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

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



Item 2.02 Results of Operations and Financial Condition

        On August 6, 2020, Clearway Energy, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2020.  A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is hereby incorporated by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached exhibit are deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01  Financial Statements and Exhibits
(d)Exhibits

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached exhibit is deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
Exhibit
Number

Document
99.1
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)



2




SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

        

Clearway Energy, Inc.
(Registrant)
By:/s/ Kevin P. Malcarney
Kevin P. Malcarney
General Counsel and Corporate Secretary
Dated: August 6, 2020




3

Document
Exhibit 99.1
https://cdn.kscope.io/9b31259bbca8efa91805c636044b7324-clearwaylogoa0311.jpg          


Clearway Energy, Inc. Reports Second Quarter 2020 Financial Results

Pacific Gas & Electric (PG&E) emerged from bankruptcy allowing for the release of trapped cash
Declared a 49% quarterly dividend increase to $0.3125 per share in third quarter 2020
Reaffirming Clearway's long-term target annual dividend growth of 5-8%; anticipated growth at the high end of this range by the end of 2021
Sold interest in the residential solar portfolio and acquired the remaining interest in Repowering 1.0
Raised $278 million in capital through additional Green Bond 2028 Senior Notes and ATM proceeds
Continued growth with Clearway Group by executing an agreement to invest in the 419 MW Mesquite Star wind project and through a new Drop Down offer
Reaffirming 2020 financial guidance

PRINCETON, NJ August 6, 2020— Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) today reported second quarter 2020 financial results, including Net Income of $76 million, Adjusted EBITDA of $316 million, Cash from Operating Activities of $100 million, and Cash Available for Distribution (CAFD) of $86 million, which includes adjustments to reflect CAFD generated by unconsolidated investments that were unable to distribute project dividends due to the PG&E bankruptcy as of June 30, 2020.

"With the emergence of PG&E from bankruptcy, Clearway’s impacted projects are now able to distribute cash in the normal course allowing the Company to reestablish its dividend in-line with long-term targets,” said Christopher Sotos, Clearway Energy, Inc.’s President and Chief Executive Officer. “In addition, PG&E’s emergence also provides the Company a significant source of liquidity through the release of nearly $168 million of trapped cash. This cash will be allocated to existing growth commitments which puts the Company in a position to deliver at the upper end of its 5-8% long term dividend growth target through next year. Looking forward, we remain focused on additional accretive transactions such as today's announcement of the Mesquite Star investment, while continuing to build upon our partnership with Clearway Group to support our long-term growth objectives.”

Adjusted EBITDA and Cash Available for Distribution used in this press release are non-GAAP measures and are explained in greater detail under “Non-GAAP Financial Information” below.

Overview of Financial and Operating Results

Segment Results

Table 1: Net (Loss)/Income
($ millions)Three Months EndedSix Months Ended
Segment6/30/206/30/196/30/206/30/19
Conventional31  32  49  56  
Renewables54  (20) (60) (76) 
Thermal (15)  (10) 
Corporate
(10) (33) (23) (53) 
Net (Loss)/Income76  (36) (31) (83) 

1



Table 2: Adjusted EBITDA
($ millions)Three Months EndedSix Months Ended
Segment6/30/206/30/196/30/206/30/19
Conventional96  76  186  145  
Renewables214  191  340  302  
Thermal12  16  29  32  
Corporate
(6) (5) (14) (10) 
Adjusted EBITDA$316  $278  $541  $469  

Table 3: Cash from Operating Activities and Cash Available for Distribution (CAFD)1
Three Months EndedSix Months Ended
($ millions)6/30/206/30/196/30/206/30/19
Cash from Operating Activities$100  $89  $184  $150  
Cash Available for Distribution (CAFD)1
$86  $68  $94  $55  

For the second quarter of 2020, the Company reported Net Income of $76 million, Adjusted EBITDA of $316 million, Cash from Operating Activities of $100 million, and CAFD of $86 million, which includes adjustments to reflect CAFD generated by unconsolidated investments that were unable to distribute project dividends due to the PG&E bankruptcy as of June 30, 2020. Net Income increased versus the second quarter of 2019 primarily due to higher EBITDA and lower non-cash changes to the fair value of interest rate swaps. Second quarter Adjusted EBITDA results were higher than 2019 primarily due to the acquisition of Carlsbad and improved renewable energy production versus last year including at the Company's CVSR facility which experienced an outage in June 2019. In the second quarter, CAFD results were higher than 2019 primarily due to higher Adjusted EBITDA and the timing of corporate interest payments due to the issuance of the 2028 Senior Notes and redemption of the 2024 Senior Notes.

COVID-19 Update

Due to the COVID-19 pandemic, the Company has implemented measures and developed corporate and regional response plans to protect its employees and to maintain safe and reliable operations at its facilities. Based on its experience year to date, the Company does not currently anticipate any material impact to its financial conditions resulting from the pandemic.

Operational Performance

Table 4: Selected Operating Results
(MWh and MWht in thousands)Three Months EndedSix Months Ended
6/30/206/30/196/30/206/30/19
Conventional Equivalent Availability Factor2
95.1 %92.1 %92.0 %87.5 %
Renewables Generation Sold (MWh)3
2,259  1,948  3,9343,397
Thermal Generation Sold (MWh/MWht)406  498  1,0381,171

In the second quarter of 2020, availability at the Conventional segment was higher than the second quarter of 2019 due to the timing of spring outages in 2019. Generation in the Renewables segment during the second quarter of 2020 was 16% higher than the second quarter of 2019 due to weaker renewable resource conditions in the second quarter of 2019 and the outage at the CVSR facility in June 2019.



1 Includes adjustments to reflect CAFD generated by unconsolidated investments that were unable to distribute project dividends due to the PG&E bankruptcy as of June 30, 2020
2 Excludes unconsolidated projects
3 Generation sold excludes MWh that are reimbursable for economic curtailment

2



Liquidity and Capital Resources

Table 5: Liquidity
($ millions)6/30/202012/31/2019
Cash and Cash Equivalents:
Clearway Energy, Inc. and Clearway Energy LLC, excluding subsidiaries$59  $30  
Subsidiaries116  125  
Restricted Cash:
Operating accounts 80  129  
Reserves, including debt service, distributions, performance obligations and other reserves 161  133  
Total Cash$416  $417  
Revolving credit facility availability439  425  
Total Liquidity$855  $842  

Total liquidity as of June 30, 2020 was $855 million, which was $13 million higher than as of December 31, 2019 primarily due to proceeds raised through the Company's ATM program during 2020, the offering of additional 2028 Senior Notes, and the proceeds from the residential solar portfolio divestiture. This increase was in part offset by the execution of growth investments, including the acquisition of the remaining interest in Repowering 1.0, and the redemption of the remaining balance of the 2024 Senior Notes and 2020 Convertible Notes. As of June 30, 2020, the Company had approximately $168 million of excess restricted cash at consolidated and unconsolidated subsidiaries that were previously affected by the PG&E bankruptcy. The company has already received $83 million of this amount with the balance expected in the ordinary course of project level distributions.

The Company's liquidity includes $241 million of restricted cash as of June 30, 2020. Restricted cash consists primarily of funds to satisfy the requirements of certain debt arrangements and funds held within the Company's projects that are restricted in their use. As of June 30, 2020, these restricted funds were comprised of $80 million designated to fund operating expenses, approximately $20 million designated for current debt service payments, and $56 million of reserves for debt service, performance obligations and other items including capital expenditures. The remaining $85 million is held in distribution accounts.

Potential future sources of liquidity include excess operating cash flow, ATM offerings, availability under the revolving credit facility, asset dispositions, and, subject to market conditions, new corporate financings.

PG&E Bankruptcy Update

On July 1, 2020, PG&E emerged from bankruptcy and assumed the Company’s contracts without modification. In addition, PG&E paid to the Company's applicable projects the portion of the invoices corresponding to the electricity delivered for the period between January 1 and January 28, 2019. These invoices related to the pre-petition period services and any payment therefore required the approval by the Bankruptcy Court. The Company is finalizing with certain lenders the timing of the distribution of cash previously withheld as a result of the bankruptcy.

Growth Investments

New Drop Down Offer

On August 3, 2020, Clearway Energy Group (CEG) offered the Company the opportunity to purchase (i) residual interests in the Kawailoa and Oahu Solar Partnerships and (ii) 100% of its interests in Langford Holding, LLC, which owns the Langford wind project. The transaction is subject to negotiation and approval by the Company's Independent Directors.






3



Investment in Mesquite Star Wind Project

On August 3, 2020, the Company entered into an agreement with CEG to acquire an interest in Mesquite Star Pledgor LLC, which owns the Mesquite Star wind project, a 419 MW utility scale wind facility that reached COD in June 2020. A majority of the project’s output is backed by contracts with investment grade counterparties with a 12 year weighted average contract life. The Company has committed to invest, subject to the completion of certain conditions prior to closing, $79 million in corporate capital to fund the transaction. The investment is structured such that the Company will receive 50% of the project’s cash flow through the first half of 2031, and then 22.5% of the project's cash flow thereafter. The project is expected to contribute asset CAFD on a five-year average annual basis of approximately $8.3 million beginning January 1, 2021. The investment will be funded with existing liquidity.

Black Start Services at Marsh Landing

On December 1, 2017, the California Independent System Operator (CAISO) selected a proposal by the Company's Marsh Landing project to provide black start capability in the greater San Francisco Bay Area. The black start service would restart Marsh Landing in the event of a blackout to support the CAISO’s directed restoration of the electrical grid in response to an emergency condition. As of July 2020, the project has received the necessary regulatory approvals, and has commenced construction. The project has a five-year contract with the CAISO, is expected to achieve commercial operations in 2021, and will require approximately $19 million in corporate capital. The investment is expected to contribute asset CAFD of approximately $5 million per year on average over the life of the contract.

Remaining Interest in Repowering 1.0

On May 11, 2020, and as part of the April 20, 2020 Drop Down transaction described below, the Company closed the acquisition of CEG's remaining interest in Repowering Partnership II LLC (Repowering 1.0) for $70 million, which gave the Company sole ownership of the Partnership. Repowering 1.0 includes the 161 MW Wildorado and 122 MW Elbow Creek wind projects which were previously repowered.

Binding Agreements to Acquire and Invest in a Portfolio of Renewable Energy Projects

On April 20, 2020 the Company announced it had entered into binding agreements with CEG that enables the Company to acquire and invest in a portfolio of renewable energy projects. The following projects were included in the drop-down:

Rattlesnake Wind: The Company signed agreements to acquire Rattlesnake Flat, LLC, which owns the Rattlesnake Wind Project, a 144 net MW wind facility located in Adams County, WA. The project has a 20-year power purchase agreement with Avista. Commercial operations and corporate capital funding for the project are expected to occur by the end of 2020.
Remaining Interest in Repowering 1.0: As described above, the Company acquired this interest on May 11, 2020
Pinnacle Wind Repowering: The Company, through an indirect subsidiary, agreed to enter into a new partnership with CEG to repower the Pinnacle Wind Project, a 55 net MW wind facility located in Mineral County, WV. In order to facilitate the repowering, the Company contributed its interests in the Pinnacle Wind Project to the partnership. The existing Pinnacle Wind power purchase agreements will continue to run through 2031. Commercial operations and corporate capital funding for the Pinnacle Wind Repowering Partnership are expected to occur in 2021.

The agreements commit the Company to invest, at closing, an estimated $241 million in corporate capital, subject to closing adjustments. The investment at commercial operations excludes, subject to closing adjustments, an additional $27 million payment in 2031 at the Pinnacle Wind Repowering Partnership. The transactions are expected to have a five-year average annual asset CAFD of approximately $23 million prior to corporate financing costs.

Business Renewables Investment Partnerships with Clearway Group (CEG)

During the second quarter of 2020, the Company invested approximately $3 million in DGPV Holdco 3 as part of the business renewables investment partnerships with CEG, bringing total capital invested to $207 million in these investment partnerships. As of June 30, 2020, through the existing partnership agreements, the Company owns approximately 277 MW of business renewables (C&I) and community solar capacity based on cash to be distributed with a weighted average contract life of approximately 19 years.

4



On May 29, 2020, the final construction projects for DGPV Holdco 3 were placed in service which resulted in a reconsideration event for consolidation of DGPV Holdco 3. Upon the reconsideration event, the Company determined that it was the primary beneficiary of DGPV Holdco 3. As such, effective on May 29, 2020, the Company consolidates DGPV Holdco 3, and shows the interest owned by CEG as noncontrolling interest.

Divestitures

Residential Solar Portfolio Divestiture

RPV Holding LLC, an indirect subsidiary of Clearway Energy, Inc., and Clearway Energy Group LLC jointly entered into a purchase and sale agreement with Spruce Finance to sell 100% of their interests in RPV Holdco 1 LLC and its subsidiaries. The Company's allocation of cash proceeds from the sale was $75 million subject to a customary working capital adjustment. RPV Holdco 1 LLC consists of a portfolio of residential solar leases representing 53 MW. The transaction closed simultaneously with the execution of the purchase and sale agreement.

Financing Update

Class C Common Stock ATM Program

During the second quarter of 2020, the Company raised gross proceeds of approximately $28.0 million through the sale of 1,271,281 shares of Class C common stock under the Company's ATM program at a weighted average price of $22.05 per share. As of June 30, 2020, the Company had completed the issuance of shares of Class C common stock available under the ATM Program. On July 30, 2020, the Company's Board authorized a new $150 million ATM program.

Offering of $250 Million of Additional “Green Bond” Senior Notes Due 2028 and Repurchase of Remaining 2020 Convertible Notes

On May 21, 2020, Clearway Energy Operating LLC (“Clearway Operating”), a subsidiary of Clearway Energy, Inc. issued $250 million in aggregate principal amount of its 4.750% Senior Notes due 2028 (the “Additional Notes”). The Additional Notes were issued at 102.0% of par, plus accrued interest from December 11, 2019. The Additional Notes were offered as an additional issue of Clearway Operating’s existing $600 million aggregate principal amount of 4.750% Senior Notes due 2028 that Clearway Operating issued on December 11, 2019 (the “Initial Notes”). Clearway Operating used the proceeds of the offering to fund the repayment at maturity, on June 1, 2020, of the $45 million outstanding aggregate principal amount of Clearway Energy’s 3.25% convertible notes due 2020, as well as to fund the repayment of outstanding borrowings under Clearway Operating’s revolving credit facility and for general corporate purposes.

Quarterly Dividend

On July 30, 2020, Clearway Energy, Inc.’s Board of Directors declared a quarterly dividend on Class A and Class C common stock of $0.3125 per share payable on September 15, 2020, to stockholders of record as of September 1, 2020.
Seasonality

Clearway Energy, Inc.’s quarterly operating results are impacted by seasonal factors, as well as weather variability which can impact renewable energy resource and volumetric sales of steam and chilled water at the Thermal segment. Most of the Company's revenues are generated from the months of May through September, as contracted pricing and renewable resources are at their highest levels in the Company’s portfolio. Factors driving the fluctuation in Net Income, Adjusted EBITDA, Cash from Operating Activities, and CAFD include the following:

Higher summer capacity prices from conventional assets;
Higher solar insolation during the summer months;
Higher wind resources during the spring and summer months;
Debt service payments which are made either quarterly or semi-annually;
Timing of maintenance capital expenditures and the impact of both unforced and forced outages; and
Receipt of distributions from or generated by unconsolidated affiliates including those impacted by the PG&E bankruptcy.

5



The Company takes into consideration the timing of these factors to ensure sufficient funds are available for distributions and operating activities on a quarterly basis.

2020 Financial Guidance

The Company is reaffirming its 2020 full year CAFD guidance of $310 million. Financial guidance for 2020 continues to be based on median renewable energy production estimates for the full year.

Earnings Conference Call

On August 6, 2020, Clearway Energy, Inc. will host a conference call at 8:00 a.m. Eastern to discuss these results. Investors, the news media and others may access the live webcast of the conference call and accompanying presentation materials by logging on to Clearway Energy, Inc.’s website at http://www.clearwayenergy.com and clicking on “Presentations & Webcasts” under “Investor Relations.”

About Clearway Energy, Inc.

Clearway Energy, Inc. is a leading publicly-traded energy infrastructure investor focused on modern, sustainable and long-term contracted assets across North America. Clearway Energy’s environmentally-sound asset portfolio includes over 7,000 megawatts of wind, solar and natural gas-fired power generation facilities, as well as district energy systems. Through this diversified and contracted portfolio, Clearway Energy endeavors to provide its investors with stable and growing dividend income. Clearway Energy’s Class C and Class A common stock are traded on the New York Stock Exchange under the symbols CWEN and CWEN.A, respectively. Clearway Energy, Inc. is sponsored by its controlling investor Global Infrastructure Partners III (GIP), an independent infrastructure fund manager that invests in infrastructure and businesses in both OECD and select emerging market countries, through GIP’s portfolio company, Clearway Energy Group.

Safe Harbor Disclosure

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “expect,” “estimate,” “anticipate,” “forecast,” “plan,” “outlook,” “believe” and similar terms.  Such forward-looking statements include, but are not limited to, statements regarding impacts related to COVID-19 or any other pandemic, impacts related to the PG&E bankruptcy, the benefits of the relationship with Global Infrastructure Partners III (GIP) and GIP’s expertise, the Company’s future relationship and arrangements with GIP and Clearway Energy Group, as well as the Company's Net Income, Adjusted EBITDA, Cash from Operating Activities, Cash Available for Distribution, the Company’s future revenues, income, indebtedness, capital structure, strategy, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions.

Although Clearway Energy, Inc. believes that the expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, impacts related to COVID-19 or any other pandemic, impacts related to the PG&E bankruptcy, general economic conditions, hazards customary in the power industry, weather conditions, including wind and solar performance, competition in wholesale power markets, the volatility of energy and fuel prices, failure of customers to perform under contracts, changes in the wholesale power markets, changes in government regulations, the condition of capital markets generally, the Company's ability to access capital markets, cyber terrorism and inadequate cybersecurity, the ability to engage in successful acquisitions activity, unanticipated outages at its generation facilities, adverse results in current and future litigation, failure to identify, execute or successfully implement acquisitions (including receipt of third party consents and regulatory approvals), the Company's ability to enter into new contracts as existing contracts expire, risk relating to the Company's relationships with GIP and Clearway Energy Group, the Company's ability to acquire assets from GIP, Clearway Energy Group or third parties, the Company's ability to close drop down transactions, and the Company's ability to maintain and grow its quarterly dividends. Furthermore, any dividends are subject to available capital, market conditions, and compliance with associated laws and regulations.

Clearway Energy, Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Adjusted EBITDA and Cash Available for Distribution are estimates as of today’s date, August 6, 2020, and are based on assumptions believed to be reasonable as of this date. Clearway Energy, Inc.
6



expressly disclaims any current intention to update such guidance. The foregoing review of factors that could cause Clearway Energy, Inc.’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect Clearway Energy, Inc.’s future results included in Clearway Energy, Inc.’s filings with the Securities and Exchange Commission at www.sec.gov. In addition, Clearway Energy, Inc. makes available free of charge at www.clearwayenergy.com, copies of materials it files with, or furnishes to, the Securities Exchange Commission.

# # #
Contacts:

Investors:    Media:
        Akil Marsh    Zadie Oleksiw
        investor.relations@clearwayenergy.com media@clearwayenergy.com  
        609-608-1500    202-836-5754 
        

        

7



CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended June 30,Six months ended June 30,
(In millions, except per share amounts)2020201920202019
Operating Revenues
Total operating revenues$329  $284  $587  $501  
Operating Costs and Expenses
Cost of operations87  78  180  160  
Depreciation, amortization and accretion99  90  201  176  
Impairment losses—  19  —  19  
General and administrative12   21  13  
Transaction and integration costs—     
Development costs    
Total operating costs and expenses199  197  405  373  
Operating Income130  87  182  128  
Other Income (Expense)
Equity in earnings of unconsolidated affiliates16  11   14  
    Gain on sale of unconsolidated affiliate
49  —  49  —  
Other income, net—     
Loss on debt extinguishment—  (1) (3) (1) 
Interest expense(93) (130) (260) (231) 
Total other expense, net(28) (119) (209) (214) 
Income (Loss) Before Income Taxes102  (32) (27) (86) 
Income tax expense (benefit)26    (3) 
Net Income (Loss)76  (36) (31) (83) 
Less: Income (loss) attributable to noncontrolling interests and redeemable interests29  (12) (49) (39) 
Net Income (Loss) Attributable to Clearway Energy, Inc.
$47  $(24) $18  $(44) 
Earnings (Losses) Per Share Attributable to Clearway Energy, Inc. Class A and Class C Common Stockholders
Weighted average number of Class A common shares outstanding - basic and diluted
35  35  35  35  
Weighted average number of Class C common shares outstanding - basic and diluted
80  73  79  73  
Earnings (Losses) per Weighted Average Class A and Class C Common Share - Basic and Diluted
$0.41  $(0.22) $0.16  $(0.41) 
Dividends Per Class A Common Share $0.21  $0.20  $0.42  $0.40  
Dividends Per Class C Common Share $0.21  $0.20  $0.42  $0.40  

8



CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
Three months ended June 30,Six months ended June 30,
(In millions)2020201920202019
Net Income (Loss)$76  $(36) $(31) $(83) 
Other Comprehensive Income (Loss)
Unrealized gain (loss) on derivatives, net of income tax expense (benefit) of $1, $0, $(1), $0  (8)  
Other comprehensive income (loss)  (8)  
Comprehensive Income (Loss)80  (31) (39) (80) 
Less: Comprehensive income (loss) attributable to noncontrolling interests and redeemable interests31  (10) (53) (38) 
Comprehensive Income (Loss) Attributable to Clearway Energy, Inc. $49  $(21) $14  $(42) 

9



CLEARWAY ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except shares)June 30, 2020December 31, 2019
ASSETS(unaudited)
Current Assets  
Cash and cash equivalents175  155  
Restricted cash 241  262  
Accounts receivable — trade161  116  
Accounts receivable — affiliate—   
Inventory41  40  
Prepayments and other current assets36  33  
Total current assets654  608  
Property, plant and equipment, net 6,256  6,063  
Other Assets
Equity investments in affiliates971  1,183  
Intangible assets, net 1,393  1,428  
Deferred income taxes95  92  
Right of use assets, net257  223  
Other non-current assets110  103  
Total other assets2,826  3,029  
Total Assets$9,736  $9,700  
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt357  $1,824  
Accounts payable — trade41  74  
Accounts payable — affiliate21  31  
Derivative instruments41  16  
Accrued interest expense55  41  
Accrued expenses and other current liabilities40  71  
Total current liabilities555  2,057  
Other Liabilities
Long-term debt6,377  4,956  
Derivative instruments192  76  
Long-term lease liabilities260  227  
Other non-current liabilities120  121  
Total non-current liabilities6,949  5,380  
Total Liabilities7,504  7,437  
Commitments and Contingencies
Stockholders' Equity 
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued —  —  
Class A, Class B, Class C and Class D common stock, $0.01 par value; 3,000,000,000 shares authorized (Class A 500,000,000, Class B 500,000,000, Class C 1,000,000,000, Class D 1,000,000,000); 200,678,701 shares issued and outstanding (Class A 34,599,645, Class B 42,738,750, Class C 80,601,556, Class D 42,738,750) at June 30, 2020 and 198,819,999 shares issued and outstanding (Class A 34,599,645, Class B 42,738,750, Class C 78,742,854, Class D 42,738,750) at December 31, 2019  
Additional paid-in capital1,934  1,936  
Accumulated deficit(54) (72) 
Accumulated other comprehensive loss (19) (15) 
Noncontrolling interest370  413  
Total Stockholders' Equity2,232  2,263  
Total Liabilities and Stockholders' Equity$9,736  $9,700  

10



CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended June 30,
20202019
(In millions)
Cash Flows from Operating Activities
Net loss$(31) $(83) 
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates (3) (14) 
Distributions from unconsolidated affiliates10  22  
Depreciation, amortization and accretion201  176  
Amortization of financing costs and debt discounts  
Amortization of intangibles and out-of-market contracts45  35  
Loss on debt extinguishment   
Right-of-use asset amortization(1)  
Gain on sale of unconsolidated affiliate(49) —  
Impairment losses —  19  
Changes in deferred income taxes (3) 
Changes in derivative instruments100  70  
Loss on disposal of asset components—   
Cash used in changes in other working capital
Changes in prepaid and accrued liabilities for tolling agreements (77) (60) 
Changes in other working capital(26) (30) 
Net Cash Provided by Operating Activities184  150  
Cash Flows from Investing Activities 
Acquisitions
—  (100) 
Partnership interest acquisition—  (6) 
Buyout of Wind TE Holdco noncontrolling interest—  (19) 
Consolidation of DGPV Holdco 3 LLC17  —  
Capital expenditures(83) (96) 
Return of investment from unconsolidated affiliates23  17  
Investments in unconsolidated affiliates (10) (9) 
Proceeds from sale of assets 90  —  
Insurance proceeds —  
Other—   
Net Cash Provided by (Used in) Investing Activities40  (211) 
Cash Flows from Financing Activities
Net contributions (distributions) from noncontrolling interests 154  (11) 
Buyout of Repowering Partnership II LLC noncontrolling interest(70) —  
Net proceeds from the issuance of common stock 38  —  
Payments of dividends and distributions(84) (77) 
Payments of debt issuance costs(2) (15) 
Proceeds from the revolving credit facility265  22  
Payments for the revolving credit facility(265) (22) 
Proceeds from the issuance of long-term debt 286  493  
Payments for long-term debt(547) (616) 
Net Cash Used in Financing Activities(225) (226) 
Net Decrease in Cash, Cash Equivalents and Restricted Cash(1) (287) 
Cash, Cash Equivalents and Restricted Cash at beginning of period417  583  
Cash, Cash Equivalents and Restricted Cash at end of period$416  $296  

11



CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Six Months Ended June 30, 2020
(Unaudited)
(In millions)Preferred StockCommon StockAdditional
Paid-In
Capital
Accumulated DeficitAccumulated
Other
Comprehensive Loss
Noncontrolling
Interest
Total
Stockholders'
Equity
Balances at December 31, 2019$—  $ $1,936  $(72) $(15) $413  $2,263  
Net loss
—  —  —  (29) —  (78) (107) 
Unrealized loss on derivatives, net of tax—  —  —  —  (6) (6) (12) 
Contributions from CEG, cash—  —  —  —  —    
Contributions from tax equity interests, net of distributions, cash—  —  —  —  —  150  150  
Net proceeds from the issuance of common stock under the ATM Program—  —  10  —  —  —  10  
Distributions to tax equity investors, non-cash —  —  —  —  —  (2) (2) 
Common stock dividends and distributions to CEG—  —  (24) —  —  (18) (42) 
Balances at March 31, 2020$—  $ $1,922  $(101) $(21) $463  $2,264  
Net income
—  —  —  47  —  29  76  
Unrealized gain on derivatives, net of tax—  —  —  —     
Contributions from CEG, non-cash—  —  —  —  —    
Contributions from CEG, cash—  —  —  —  —    
Distributions to tax equity interests, net of contributions, cash.—  —  —  —  —  (3) (3) 
Consolidation of DGPV Holdco 3—  —  —  —  —  (43) (43) 
Buyout of Repowering Partnership II LLC noncontrolling interest—  —  —  —  —  (70) (70) 
Stock-based compensation—  —   —  —  —   
Non-cash adjustment for change in tax basis—  —   —  —  —   
Net proceeds from the issuance of common stock under the ATM Program—  —  28  —  —  —  28  
Distributions to tax equity investors, non-cash—  —  —  —  —  —  —  
Common stock dividends and distributions to CEG—  —  (24) —  —  (18) (42) 
Balances at June 30, 2020$—  $ $1,934  $(54) $(19) $370  $2,232  













12



CLEARWAY ENERGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Six Months Ended June 30, 2019
(Unaudited)
(In millions)Preferred StockCommon StockAdditional
Paid-In
Capital
Accumulated DeficitAccumulated
Other
Comprehensive Loss
Non-controlling
Interest
Total
Stockholders'
Equity
Balances at December 31, 2018$—  $ $1,897  $(58) $(18) $402  $2,224  
Net loss
—  —  —  (20) —  (27) (47) 
Unrealized loss on derivatives, net of tax—  —  —  —  (1) (1) (2) 
Buyout of Wind TE Holdco noncontrolling interest—  —  (5) —  —  (14) (19) 
Contributions from tax equity interests, net of distributions, cash—  —  —  —  —  19  19  
Contributions from CEG for Oahu Partnership, non-cash—  —  —  —  —  12  12  
Cumulative effect of change in the accounting principle—  —  —  (2) —  (1) (3) 
Common stock dividends and distributions to CEG—  —  (22) —  —  (17) (39) 
Balances at March 31, 2019$—  $ $1,870  $(80) $(19) $373  $2,145  
Net loss
—  —  —  (24) —  (12) (36) 
Unrealized gain on derivatives, net of tax—  —  —  —     
Distributions to noncontrolling interests, net of contributions, cash—  —  —  —  —  (30) (30) 
Contributions from CEG for Kawailoa, Repowering Partnerships, non-cash—  —  —  —  —    
Stock-based compensation—  —   (1) —  —  —  
Non-cash adjustment for change in tax basis of assets—  —   —  —  —   
Common stock dividends and distributions to CEG—  —  (21) —  —  (17) (38) 
Balances at June 30, 2019$—  $ $1,852  $(105) $(16) $322  $2,054  

13




Appendix Table A-1: Three Months Ended June 30, 2020, Segment Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):
($ in millions)ConventionalRenewablesThermalCorporateTotal
Net Income (Loss)$31  $54  $ $(10) $76  
Plus:
Income Tax Expense—  —  —  26  26  
Interest Expense, net22  42   24  93  
Depreciation, Amortization, and ARO33  59   —  99  
Contract Amortization
 16  —  —  22  
Mark to Market (MtM) Losses on economic hedges
—   —  —   
Other non-recurring charges
—  —  (1) (47) (48) 
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA from Unconsolidated Affiliates
 40  —  —  44  
Non-Cash Equity Compensation
—  —  —    
Adjusted EBITDA$96  $214  $12  $(6) $316  

Appendix Table A-2: Three Months Ended June 30, 2019, Segment Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):
($ in millions)ConventionalRenewablesThermalCorporateTotal
Net (Loss) Income$32  $(20) $(15) $(33) $(36) 
Plus:
Income Tax Expense—  —  —    
Interest Expense, net16  88   22  130  
Depreciation, Amortization, and ARO25  59   —  91  
Contract Amortization
 15  —  —  17  
Impairment Losses
—  —  19  —  19  
Loss on Debt Extinguishment
—   —  —   
Acquisition-related transaction and integration costs
—  —  —    
Other non-recurring charges
(2)   0 
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA from Unconsolidated Affiliates
 46  —  —  49  
Non-Cash Equity Compensation
—  —  —    
Adjusted EBITDA$76  $191  $16  $(5) $278  






14



Appendix Table A-3: Six Months Ended June 30, 2020, Segment Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):
ConventionalRenewablesThermalCorporateTotal
Net (Loss) Income$49  $(60) $ $(23) $(31) 
Plus:
Income Tax Benefit—  —  —    
Interest Expense, net52  151  10  47  260  
Depreciation, Amortization, and ARO66  121  14  —  201  
Contract Amortization
12  31   —  44  
Loss on Debt Extinguishment
—  —  —    
Mark to Market (MtM) Losses on Economic Hedges
—   —  —   
Transaction and Integration costs
—  —  —    
Other Non-recurring Charges
—  —   (47) (46) 
Adjustments to reflect CWEN’s pro-rata share of Adjusted EBITDA from Unconsolidated Affiliates
 89  —  —  96  
Non-Cash Equity Compensation
—  —  —    
Adjusted EBITDA$186  $340  $29  $(14) $541  


Appendix Table A-4: Six Months Ended June 30, 2019, Segment Adjusted EBITDA Reconciliation
The following table summarizes the calculation of Adjusted EBITDA and provides a reconciliation to Net Income/(Loss):
ConventionalRenewablesThermalCorporateTotal
Net (Loss) Income$56  $(76) $(10) $(53) $(83) 
Plus:
Income Tax Expense—