Correspondence 0001104659-22-117056 from Clearway Energy, Inc. (CWEN, CWEN-A) (CIK 0001567683) (CWEN)
Clearway Energy, Inc. (CWEN, CWEN-A) (CIK 0001567683)
Date: Nov. 10, 2022 · CIK: 0001567683 · Accession: 0001104659-22-117056
AI Filing Summary & Sentiment
File numbers found in text: 001-36002
Referenced dates: October 17, 2022
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Clearway Energy, Inc.
Clearway Energy LLC
300 Carnegie Center, Suite 300
Princeton, NJ 08540
clearwayenergy.com
November 10, 2022
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street N.E.
Washington, D.C. 20549
Attn:
Karl Hiller, Branch Chief
John Cannarella, Staff Accountant
Re:
Clearway Energy, Inc.
Form 10-K for the Fiscal Year ended December
31, 2021
Filed February 28, 2022
File No. 001-36002
Dear Mr. Hiller and Mr. Cannarella:
We hereby respond to the comments made by the Staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in your letter dated October 17, 2022, related to the above referenced filing of Clearway Energy, Inc. This response also applies
to the disclosures of Clearway Energy LLC (together with Clearway Energy, Inc., the “Company”). Since the Company and management
are in possession of all the facts relating to the Company’s disclosure, we hereby acknowledge that (i) the Company is responsible
for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert
Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.
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The Staff’s comments, indicated in bold,
and the Company’s responses are as follows:
Form 10-K for the Fiscal Year ended December 31, 2021
Properties, page 41
1. We note your
response to prior comment two indicating that you believe disclosures of rated and net capacity along with "information regarding
related agreements to sell power" are responsive to the requirement to address utilization. However, you have not identified
such information in your response or along with the list of facilities.
We note that you disclose renewable
facilities MWh generated and sold of 11,313,000 for 2021 on page 52, and that if divided by the annualized net MW
capacity of your solar and wind facilities of 5,215 on pages 41 and 42, as a proxy for the weighted average, this would yield a
combined plant load factor of about 25%. However, you have not disclosed the weighted average net MW capacity, MWh generated and
sold separately for the solar and wind facilities, or plant load factors, which would generally indicate the extent to which your
facilities were utilized during the periods covered by your report. We continue to believe that you will need to disclose
information that will reasonably inform investors as to the extent of utilization of your facilities to comply with Instruction
1 to Item 102 of Regulation S-K. We reissue prior comment two.
The Company intends to supplement its disclosures with the
following information, which is intended to provide further information related to facility utilization. The following disclosure will
be added to Item 2 – Properties as a footnote to the Total Utility Scale Solar, Total Distributed Solar and Total Wind lines in
the table.
“Typical average capacity factors are 25% for solar
facilities and 25-45% for wind facilities.”
The source of these capacity factors is https://www.nrel.gov/analysis/tech-cap-factor.html.
To clarify the calculation of capacity factor noted in the
question above, the Company notes that the properties table presents generation capacity at the end of the relevant period. As such, facilities
acquired during the period are adjusted when calculating the applicable capacity factor percentage. The table below presents an estimated
calculation of the average capacity factor, to provide clarity that the incremental disclosure proposed above will provide sufficient
information related to the utilization of the Company’s renewable facilities.
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Rated MW of capacity:
Utility Solar
2,321
Distribution Solar
332
Wind
3,739
Less: Utah (acquired December 2021)(a)
(530 )
Less: Black Rock (acquired December 2021)(a)
(70 )
Less: Mesquite Sky (acquired December 2021)(a)
(340 )
Less: Desert Sunlight (unconsolidated)(b)
(550 )
Less: San Juan Mesa/Elkhorn (unconsolidated)(b)
(201 )
4,701
(a) The table presented on pages 41 and 42 of the Company’s Form 10-K is as of December 31, 2021.
(b) The disclosures on page 52 of the Company’s Form 10-K reflect the MWh sold supporting the revenue amounts and therefore, do
not reflect MWh sold for unconsolidated affiliates.
MWh sold of 11,313,000 for 2021, divided by 8,760 hours per
year equals 1,291 MW, and then this amount divided by 4,701 MW capacity equals 27.4%, which is consistent with the industry average capacity
factors. In addition, the percentage reflects the lower end of the range for wind facilities, due to the age of the Company’s larger
wind assets.
As disclosed on page 90 of the Company’s Form 10-K,
the majority of the Company’s contracts sell energy, capacity and, where applicable, renewable attributes, together in one contract.
Management's Discussion and Analysis of Financial Condition and
the Results of Operations Consolidated Results of Operations, page 52
2. We note that
you have not complied with prior comment three, concerning the need to more clearly address the requirements of Item 303 of Regulation
S-K. You explain that you have not provided further details because you regard you acquisition-related activity as the largest
driver of changes, and will continue to aggregate such changes with other changes when you deem there to be no other material
items to disclose.
To further clarify the Company’s previous
response, the Company does intend to disclose material drivers that impact results of operations, including significant changes
related to wind generation, solar generation or renewable energy credits (REC) sales. The nature of the Company’s business is
to achieve dividend growth by acquiring new assets and accordingly, acquisition-related activity is often the only individually
material item that merits separate disclosure. That is why, historically, the Company has aggregated immaterial activity with the
acquisition-related driver. In future filings, the Company will disclose material drivers that impact results of operations,
including acquisition-related results of operations, and will provide disclosure related to the aggregate of any immaterial items
impacting the Company’s results. The Company has provided such disclosures in its most recent Form 10-Q filed on November 2,
2022.
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You also explain that you believe you have addressed the
applicable disclosure requirements by presenting your results of operations by reportable segment, although this does not appear
to be an accurate description of your disclosure approach. We note that you attribute some changes in certain line items to
the operating segments, though do not otherwise present or discuss the results of operations by reportable segment to provide context
for the discussion and analysis of changes.
To further clarify the Company’s previous response,
the Company’s response was intended to provide context as to how the Company analyzes its business, and how this analysis drives
the Company’s disclosures of its results of operations. The Company analyses its business by segment, where the variances by segment
are material. For example, the Company does not analyze interest expense by segment, because there are no drivers that are individually
different across segments. Similarly, acquisition-related drivers are generally the cause of variances in expenses such as operations
and maintenance expense, other cost of operations and depreciation expense. If variances and the related explanations vary materially
by segment, the Company will disclose such information in future filings.
You also indicate that you do not believe it
would be meaningful to provide investors with information about revenues separately for the solar and wind facilities, renewable
energy credits, or information about changes in these components, because the renewable generating facilities do not require fuel and
are not actively dispatched, notwithstanding differences in the circumstances under which power is generated by these facilities.
Tell us how you have considered such differences, as well
as contractual differences between the conventional and renewable sources and plant load factors in formulating your view on
the adequacy of your present disclosures.
The Company has disclosed in prior filings and will continue
to disclose in future filings variances based on various contributing factors when there are quantitatively and qualitatively material
variances. The Company’s previous response provided information on why this analysis is not typically provided as a framework for
the Company’s disclosure, however, to the extent there are material variances, the Company will continue to provide individual
disclosure to explain material variances. Some examples of these specific disclosures include the explanations of economic gross margin
variances on pages 49 and 51 of the Company’s Forms 10-K for the years ended December 31, 2020 and 2019, respectively.
5
Provide us with schedules of revenues disaggregated for
the solar facilities, wind facilities, and the renewable energy credit components of the PPAs, reconciled to the segment financial
information for all periods presented in your annual report and subsequent interim reports.
The following schedules provide further disaggregation of
the Company’s revenues:
($, in millions)
Year ended
December 31, 2021
Year ended
December 31, 2020
Year ended
December 31, 2019
Energy revenue:
Solar
$ 396
$ 227
$ 180
Wind
388
382
364
Incentive revenue:
Solar
35
17
7
Wind
7
2
2
Other revenue:
Solar
17
2
-
Wind
1
1
2
Contract amortization/Derivative revenue:
Solar
(61 )
2
(1 )
Wind
(142 )
(64 )
(69 )
Operating Revenues - Renewables
$ 641
$ 569
$ 485
($, in millions)
Nine months ended
September 30, 2022
Six months ended
June 30, 2022
Three months ended
March 31, 2022
Energy revenue:
Solar
$ 401
$ 239
$ 96
Wind
372
262
98
Incentive revenue
Solar
33
19
7
Wind
9
9
3
Other revenue
Solar
16
12
3
Wind
3
2
1
Contract amortization/Derivative revenue
Solar
(65 )
(45 )
(21 )
Wind
(237 )
(204 )
(140 )
Operating Revenues - Renewables
$ 532
$ 294
$ 47
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Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page 89
3. We note that
in response to prior comment four you acknowledge that revenues from the wind and solar facilities are variable, due to the uncertain
nature of weather patterns, and explain that these have had a significant impact on your results of operations. However, you
also state that "the nature, timing and uncertainty of revenues and cash flows are similar for all renewable assets with similar
power purchase agreements."
Please submit the analyses that you performed in
formulating the view that revenues from your solar and wind facilities are correlated in all of these respects.
Tell us how you considered factors impacting the generation
of power from these facilities, such as seasonality, cloud covers, fluctuations in wind currents, climate conditions, as well as equipment
efficiency losses, transmission system reliability, and grid availability, with details sufficient to understand how you have found changes
in all of these factors to have corresponding effects for the solar and wind facilities.
Provide details of the power and revenues generated by
the solar and wind facilities each quarter during the periods covered by your annual report and the subsequent interim period, identify
the prevailing factors impacting revenues each quarter, and provide an explanation for all non-correlated activity. It should be clear how
you considered the amounts of electricity generated, plant load factors, and geographical diversity of your wind and solar facilities,
including variability and trends, in concluding that separate disclosure of revenues for wind and solar facilities would not be meaningful.
The Company notes that the following is the requirement for
disaggregated revenue disclosures in ASC 606.
ASC 606-10-50-5: “An entity shall disaggregate revenue
recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash
flows are affected by economic factors. An entity shall apply the guidance in paragraphs 606-10-55-89 through 55-91 when selecting the
categories to use to disaggregate revenue.”
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ASC 606-10-55-89: “Paragraph 606-10-50-5 requires
an entity to disaggregate revenue from contracts with customers into categories that depict how the nature, amount, timing, and
uncertainty of revenue and cash flows are affected by economic factors. Consequently, the extent to which an entity’s revenue
is disaggregated for the purposes of this disclosure depends on the facts and circumstances that pertain to the entity’s
contracts with customers. Some entities may need to use more than one type of category to meet the objective in paragraph
606-10-50-5 for disaggregating revenue. Other entities may meet the objective by using only one type of category to disaggregate
revenue.”
ASC 606-10-55-91: “Examples of categories that might
be appropriate include, but are not limited to, all of the following:
a. Type of good or service (for example, major product lines)
b. Geographical region (for example, country or region)
c. Market or type of customer (for example, government and
nongovernment customers)
d. Type of contract (for example, fixed-price and time-and-materials
contracts)
e. Contract duration (for example, short-term and long-term
contracts)
f. Timing of transfer of goods or services (for example,
revenue from goods or services transferred to customers at a point in time and revenue from goods or services transferred over time)
g. Sales channels (for example, goods sold directly to consumers
and goods sold through intermediaries).”
The Company has followed the disclosure requirements in ASC
606 by disaggregating revenue by the type of goods sold, which is consistent across the energy industry. The Company considered whether
any of the other common examples of categories were relevant and concluded that there were no meaningful differences in nature, amount,
timing and uncertainty that would warrant different disclosure. For example, the Company operates only in the United States, does not
transact in regulated markets, does not typically enter into short-term contracts and its contracts with customers are similar in nature.
The Company believes that the nature, timing, amount
and uncertainty of revenue for sales of energy are consistent across all technologies. While there is inherent uncertainty in
weather, as further described in the Company’s response to Question 4 below, the Company’s contracts contemplate an
average output as determined by independent engineers’ reports, which analyze historical weather patterns over periods of
time. Output estimates are developed based on long-term historical averages, with estimated probability of outcomes applied. While
the actual weather patterns do not always reflect historical averages, there is continuous analysis done to update th