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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K/A
Amendment No. 1
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-35877
HANNON ARMSTRONG SUSTAINABLE
INFRASTRUCTURE CAPITAL, INC.
(Exact name of registrant as specified in its charter)
 
Maryland46-1347456
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
One Park Place21401
Suite 200
AnnapolisMD
(Address of principal executive offices)(Zip Code)
(410) 571-9860
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareHASINew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes      No  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filer
  
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes     No  
As of June 30, 2023, the aggregate market value of the registrant’s common stock (includes unvested restricted stock) held by non-affiliates of the registrant was $2.6 billion based on the closing sales price of the registrant’s common stock on June 30, 2023 as reported on the New York Stock Exchange.
On March 27, 2023, the registrant had a total of 113,768,977 shares of common stock, $0.01 par value, outstanding (which includes 312,087 shares of unvested restricted common stock).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for the 2024 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
Auditor Name:Ernst & Young LLPAuditor Location:Tysons, VAPCAOB ID: 42



AMENDMENT NO. 1

EXPLANATORY NOTE

Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company,” “we,” “our,” or “us”) is filing this amendment (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (“SEC”) on February 16, 2024 (the “Original Form 10-K”), solely for the purpose of complying with Regulation S-X, Rule 3-09 ("Rule 3-09"). Rule 3-09 requires that Form 10-K contain separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method when such entities are individually significant.

We have determined that our equity method investment in Daggett Renewable HoldCo LLC and its subsidiaries, which is not consolidated in our financial statements, was significant under the income test of Rule 3-09 in relationship to our financial results for the year ended December 31, 2023, that Lighthouse Renewable HoldCo 2 LLC and its subsidiaries, which is not consolidated in our financial statements, was significant under the income test of Rule 3-09 in relationship to our financial results for the year ended December 31, 2022, and that our equity method investments in each of Vivint Solar Asset 3 HoldCo Parent, LLC and its subsidiaries and Rosie TargetCo LLC and its subsidiaries, which are not consolidated in our financial statements, were significant under the income test of Rule 3-09 in relationship to our financial results for the year ended December 31, 2021. Since the financial statements as of and for the year ended December 31, 2023, of the aforementioned investees were not available until after the date of the filing of our Original Form 10-K, Rule 3-09 provides that the financial statements may be filed as an amendment to our Original Form 10-K within 90 days after the end of our fiscal year ended December 31, 2023. Therefore, this Form 10-K/A amends Item 15 of our Original Form 10-K filed on February 16, 2024, to include the following Exhibits: 

Exhibit 23.2 -- Consent of Ernst & Young LLP for the consolidated financial statements of Vivint Solar Asset 3 HoldCo Parent, LLC
Exhibit 23.3 -- Consent of Ernst & Young LLP for the consolidated financial statements of Rosie TargetCo LLC
Exhibit 23.4 -- Consent of Ernst & Young LLP for the consolidated financial statements of Daggett Renewable HoldCo LLC
Exhibit 23.5 -- Consent of Ernst & Young LLP for the consolidated financial statements of Lighthouse Renewable HoldCo 2 LLC
Exhibit 99.1 -- Consolidated financial statements as of December 31, 2023 and 2022, and for the years ended December 31, 2023, 2022 and 2021 of Vivint Solar Asset 3 HoldCo Parent, LLC and its subsidiaries
Exhibit 99.2 -- Consolidated financial statements as of December 31, 2023 and 2022,and for the years ended December 31, 2023, 2022 and 2021 for Rosie TargetCo LLC and its subsidiaries
Exhibit 99.3 -- Consolidated financial statements as of December 31, 2023 and the period then ended of Daggett Renewable HoldCo LLC
Exhibit 99.4 -- Consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 of Lighthouse Renewable HoldCo 2 LLC and its subsidiaries

This Form 10-K/A does not amend or otherwise update any other information in the Original Form 10-K (including its exhibits, except for Exhibits 31.1, 31.2, 32.1 and 32.2). Accordingly, this Form 10-K/A should be read in conjunction with our Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K filing. In addition, in accordance with applicable rules and regulations promulgated by the SEC, this Form 10-K/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2.

Item 15.    Exhibits and Financial Statement Schedules
Documents filed as part of the report
The following documents are filed as part of this Form 10-K/A in Part II, Item 8 and are incorporated by reference:
(a)(1) Financial Statements:
See index in Item 8—“Financial Statements and Supplementary Data,” filed with the Original Form 10-K for a list of financial statements.
 
(3)Exhibits Files:




Exhibit
number
Exhibit description
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
- 3 -


10.1*
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
- 4 -


10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
- 5 -


10.33
10.34
10.35
21.1
23.1
23.2*
23.3*
23.4*
23.5*
24.1
  31.1*
  31.2*
  32.1**
32.2**
97.1
99.1*
99.2*
99.3*
99.4*
101.SCHInline XBRL Taxonomy Extension Schema (incorporated by reference to Exhibit 101.SCH to the Registrant’s Form 10-K (No. 001-35877), filed on February 16, 2024)
101.CALInline XBRL Taxonomy Extension Calculation Linkbase (incorporated by reference to Exhibit 101.CAL to the Registrant’s Form 10-K (No. 001-35877), filed on February 16, 2024)
101.DEFInline XBRL Taxonomy Extension Definition Linkbase (incorporated by reference to Exhibit 101.DEF to the Registrant’s Form 10-K (No. 001-35877), filed on February 16, 2024)
101.LABInline XBRL Taxonomy Extension Label Linkbase (incorporated by reference to Exhibit 101.LAB to the Registrant’s Form 10-K (No. 001-35877), filed on February 16, 2024)
101 PREInline XBRL Taxonomy Extension Presentation Linkbase
- 6 -


104Cover Page Interactive Data File Included as Exhibit 101 (embedded within the Inline XBRL document)
* Filed herewith.
** Furnished with this report.


SIGNATURES

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

HANNON ARMSTRONG SUSTAINABLE
INFRASTRUCTURE CAPITAL, INC.
(Registrant)
Date: March 28, 2024/s/ Jeffrey A. Lipson
Jeffrey A. Lipson
Chief Executive Officer and President
/s/ Marc T. Pangburn
Marc T. Pangburn
Chief Financial Officer and Executive Vice President
/s/ Charles W. Melko
Charles W. Melko
Chief Accounting Officer, Treasurer and Senior Vice President

- 7 -
Document
Ex 23.2
Consent of Independent Auditors

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement (Form S-8 No. 333-188070) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(2)Registration Statement (Form S-3 No. 333-198158) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(3)Registration Statement (Form S-8 No. 333-212913) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(4)Registration Statement (Form S-8 No. 333-230548) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(5)Registration Statement (Form S-3ASR No. 333-263169) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(6)Registration Statement (Form S-3ASR No. 333-265594) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(7)Registration Statement (Form S-8 No. 333-265595) pertaining to the 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan
(8)Registration Statement (Form S-3ASR No. 333-269145) of Hannon Armstrong Sustainable Infrastructure Capital, Inc., and
(9)Registration Statement (Form S-3ASR No. 333-275969) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

of our report dated March 30, 2022, with respect to the consolidated financial statements of Vivint Solar Asset 3 HoldCo Parent, LLC for the year ended December 31, 2021, included in this Annual Report (Form 10-K/A) of Hannon Armstrong Sustainable Infrastructure Capital, Inc. for the year ended December 31, 2023.


/s/ Ernst & Young LLP

Salt Lake City, Utah
March 28, 2024

Document

Consent of Independent Auditors
We consent to the incorporation by reference in the following Registration Statements:           
(1)Registration Statement (Form S-8 No. 333-188070) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(2)Registration Statement (Form S-3 No. 333-198158) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(3)Registration Statement (Form S-8 No. 333-212913) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(4)Registration Statement (Form S-8 No. 333-230548) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(5)Registration Statement (Form S-3ASR No. 333-263169) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(6)Registration Statement (Form S-3ASR No. 333-265594) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(7)Registration Statement (Form S-8 No. 333-265595) pertaining to the 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(8)Registration Statement (Form S-3ASR No. 333-269145) of Hannon Armstrong Sustainable Infrastructure Capital, Inc., and
(9)Registration Statement (Form S-3ASR No. 333-275969) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.
of our report dated March 15, 2024, with respect to the consolidated financial statements of Rosie TargetCo LLC and subsidiaries included in this Annual Report (Form 10-K/A) of Hannon Armstrong Sustainable Infrastructure Capital, Inc. for the year ended December 31, 2023.

/s/ Ernst & Young LLP

New York, New York
March 28, 2024


Document

Consent of Independent Auditors
We consent to the incorporation by reference in the following Registration Statements:           
(1)Registration Statement (Form S-8 No. 333-188070) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(2)Registration Statement (Form S-3 No. 333-198158) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(3)Registration Statement (Form S-8 No. 333-212913) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(4)Registration Statement (Form S-8 No. 333-230548) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(5)Registration Statement (Form S-3ASR No. 333-263169) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(6)Registration Statement (Form S-3ASR No. 333-265594) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(7)Registration Statement (Form S-8 No. 333-265595) pertaining to the 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(8)Registration Statement (Form S-3ASR No. 333-269145) of Hannon Armstrong Sustainable Infrastructure Capital, Inc., and
(9)Registration Statement (Form S-3ASR No. 333-275969) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.
of our report dated March 28, 2024, with respect to the consolidated financial statements of Daggett Renewable Holdco LLC and subsidiaries included in this Annual Report (Form 10-K/A) of Hannon Armstrong Sustainable Infrastructure Capital, Inc. for the year ended December 31, 2023.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
March 28, 2024


Document

Consent of Independent Auditors
We consent to the incorporation by reference in the following Registration Statements:           
(1)Registration Statement (Form S-8 No. 333-188070) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(2)Registration Statement (Form S-3 No. 333-198158) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(3)Registration Statement (Form S-8 No. 333-212913) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(4)Registration Statement (Form S-8 No. 333-230548) pertaining to the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(5)Registration Statement (Form S-3ASR No. 333-263169) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(6)Registration Statement (Form S-3ASR No. 333-265594) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.,
(7)Registration Statement (Form S-8 No. 333-265595) pertaining to the 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan,
(8)Registration Statement (Form S-3ASR No. 333-269145) of Hannon Armstrong Sustainable Infrastructure Capital, Inc., and
(9)Registration Statement (Form S-3ASR No. 333-275969) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.
of our report dated March 28, 2024, with respect to the consolidated financial statements of Lighthouse Renewable Holdco 2 LLC and subsidiaries included in this Annual Report (Form 10-K/A) of Hannon Armstrong Sustainable Infrastructure Capital, Inc. for the year ended December 31, 2023.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
March 28, 2024


Document

EXHIBIT 31.1
CERTIFICATIONS
I, Jeffrey A. Lipson, certify that:
1.I have reviewed this Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 28, 2024

By:/s/ Jeffrey A. Lipson
 Name: Jeffrey A. Lipson
 Title: Chief Executive Officer and President

Exh. 31.1-1

Document

EXHIBIT 31.2
CERTIFICATIONS
I, Marc T. Pangburn, certify that:
1.I have reviewed this Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 28, 2024
By:/s/ Marc T. Pangburn
 Name: Marc T. Pangburn
 Title: Chief Financial Officer and Executive Vice President
 
Exh. 31.2-1

Document

EXHIBIT 32.1
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002, 10 U.S.C. SECTION 1350
In connection with the Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) for the period ended December 31, 2023 to be filed with the Securities and Exchange Commission on or about the date hereof (the “report”), I, Jeffrey A. Lipson, Chief Executive Officer and President of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1.The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.
Date: March 28, 2024

By:/s/ Jeffrey A. Lipson
 Name: Jeffrey A. Lipson
 Title: Chief Executive Officer and President

Exh. 32.1-1

Document

EXHIBIT 32.2
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002, 10 U.S.C. SECTION 1350
In connection with the Annual Report on Form 10-K/A of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) for the period ended December 31, 2023 to be filed with the Securities and Exchange Commission on or about the date hereof (the “report”), I, Marc T. Pangburn, Chief Financial Officer and Executive Vice President of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1.The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.
Date: March 28, 2024
 
By:/s/ Marc T. Pangburn
Name:Marc T. Pangburn
Title:Chief Financial Officer and Executive Vice President
 
Exh. 32.2-1

vivintsolarasset3holdcop
CONSOLIDATED FINANCIAL STATEMENTS Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) As of December 31, 2023 (unaudited) and 2022 (unaudited) and for the years ended December 31, 2023 (unaudited), 2022 (unaudited), and 2021


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Consolidated Financial Statements As of December 31, 2023 (unaudited) and 2022 (unaudited) and for the years ended December 31, 2023 (unaudited), 2022 (unaudited), and 2021 Contents Report of Independent Auditors…………………………………………………………….. 1 Consolidated Financial Statements…………………………………………………………. Consolidated Balance Sheets………………………………………………………………... 3 Consolidated Statements of Operations…………………………………………………….. 4 Consolidated Statements of Comprehensive Loss / Income………………………………... 5 Consolidated Statement of Members' Deficit and Non-Controlling Interests………………. 6 Consolidated Statement of Cash Flows……………………………………………………... 7 Notes to Financial Statements………………………………………………………………. 8


 
A member firm of Ernst & Young Global Limited Report of Independent Auditors The Members Vivint Solar Asset 3 Holdco Parent, LLC Opinion We have audited the consolidated financial statements of Vivint Solar Asset 3 Holdco Parent, LLC (the Company), which comprise the consolidated balance sheet as of December 31, 2021 and the related consolidated statements of operations and comprehensive income, members’ equity and non-controlling interests and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and the results of its operations and its cash flows for the year ended December 31, 2021 in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. Ernst & Young LLP 15 West South Temple Suite 1800 Salt Lake City, UT 84101 Tel: +1 801 350 3300 Fax: +1 801 350 3456 ey.com


 
A member firm of Ernst & Young Global Limited In performing an audit in accordance with GAAS, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. Salt Lake City, Utah March 30, 2022


 
The accompanying notes are an integral part of these financial statements. 3 Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Consolidated Balance Sheet (in Thousands) As of December 31, 2023 2022 (unaudited) (unaudited) Assets Current Assets: Cash $ 8,453 $ 8,165 Restricted cash 2,900 2,900 Accounts receivable (net of allowance for credit losses of $201 and $219) 2,296 2,227 Accounts receivable, affiliates — 410 Prepaid expenses and other current assets 6,100 6,487 Total current assets 19,749 20,189 Solar energy systems, net 329,281 345,348 Other assets 32,877 32,830 Total assets $ 381,907 $ 398,367 Liabilities and members' equity Current liabilities: Accounts payable $ 288 $ 131 Accounts payable, affiliates 465 — Distributions payable, Vivint Solar Asset 3 Manager, LLC 230 12 Distributions payable, non-controlling interests 1,651 1,534 Accrued expenses 2,789 3,998 Deferred revenue, current portion 745 629 Long term debt, current portion 3,648 3,374 Total current liabilities 9,816 9,678 Deferred revenue, net of current portion 8,086 7,231 Long term debt, net of current portion 356,503 357,951 Other liabilities 18 11 Total liabilities 374,423 374,871 Members' deficit (68,452) (53,748) Accumulated other comprehensive income 37,095 40,527 Noncontrolling interests 38,841 36,717 Total equity 7,484 23,496 Total liabilities, non-controlling interests and members' deficit $ 381,907 $ 398,367


 
The accompanying notes are an integral part of these financial statements. 4 Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Consolidated Statement of Operations (in Thousands) Years Ended December 31, 2023 2022 2021 (unaudited) (unaudited) Revenue: Customer agreements and incentives $ 37,332 $ 38,236 $ 27,530 Solar energy systems sales 373 754 147 Total revenue 37,705 38,990 27,677 Operating expenses: Cost of customer agreements and incentives 20,081 18,529 14,518 Cost of solar energy systems sales 278 415 68 General and administrative 432 675 537 Total operating expenses 20,791 19,619 15,123 Income from operations 16,914 19,371 12,554 Interest expense 21,617 20,691 16,307 Other income, net — — (4,356) Net (loss) income (4,703) (1,320) 603 Net income (loss) attributable to noncontrolling interests 8,580 (2,143) (165,341) Net (loss) income attributable to equity members $ (13,283) $ 823 $ 165,944


 
The accompanying notes are an integral part of these financial statements. 5 Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Consolidated Statements of Comprehensive Loss / Income (in Thousands) Years Ended December 31, 2023 2022 2021 (unaudited) (unaudited) Net (loss) income attributable to equity members $ (13,283) $ 823 $ 165,944 Unrealized gain (loss) on derivatives 4,096 43,738 (5,260) Adjustment for net (loss) gain on derivatives recognized into earnings (7,528) (52) 2,101 Other comprehensive (loss) income (3,432) 43,686 (3,159) Comprehensive (loss) income $ (16,715) $ 44,509 $ 162,785


 
The accompanying notes are an integral part of these financial statements. 6 Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Consolidated Statement of Members' Deficit and Non-Controlling Interests (in Thousands) Vivint Solar Asset 3 Manager, LLC HA Galileo, LLC Accumulated Other Comprehensive Income Non-controlling Interests Total Equity Balance at December 31, 2020 $ 86,253 $ — $ — $ 77,406 $ 163,659 Contributions 47,235 — — 141,892 189,127 Distributions (340,549) — — (4,333) (344,882) Other comprehensive loss — — (3,159) — (3,159) Net income (loss) 165,944 — — (165,341) 603 Balance at December 31, 2021 (41,117) — (3,159) 49,624 5,348 Contributions (unaudited) 14 — — — 14 Distributions (unaudited) (9,679) (3,789) — (10,764) (24,232) Other comprehensive income (unaudited) — — 43,686 — 43,686 Net (loss) income (unaudited) (2,966) 3,789 — (2,143) (1,320) Balance at December 31, 2022 (unaudited) (53,748) — 40,527 36,717 23,496 Contributions (unaudited) 245 — — — 245 Distributions (unaudited) (1,666) — — (6,456) (8,122) Other comprehensive loss (unaudited) — — (3,432) — (3,432) Net (loss) income (unaudited) (13,283) — — 8,580 (4,703) Balance at December 31, 2023 (unaudited) $ (68,452) $ — $ 37,095 $ 38,841 $ 7,484


 
The accompanying notes are an integral part of these financial statements. 7 Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Consolidated Statement of Cash Flows (in Thousands) Years Ended December 31, 2023 2022 2021 (unaudited) (unaudited) Operating activities Net (loss) income $ (4,703) $ (1,320) $ 603 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 14,075 13,947 11,054 Provision for credit losses 359 583 461 Other noncash items 7,807 1,947 (3,111) Changes in operating assets and liabilities: Accounts receivable (428) (104) (2,609) Accounts receivable, affiliates 407 3,901 (1,094) Other assets (2,387) 10,237 (2,261) Accounts payable 157 (8) 139 Accrued expenses and other liabilities (1,202) 829 2,916 Deferred revenue 959 5,767 5,298 Net cash provided by operating activities 15,530 35,779 11,396 Investing activities Payments for the costs of solar energy systems — — (161,169) Proceeds from transfer of solar energy systems — 190 — Proceeds from solar energy systems sales 363 865 147 Net cash provided by (used in) investing activities 363 1,055 (161,022) Financing activities Capital contributions 221 — 47,235 Capital distributions (1,443) (16,304) (340,549) Proceeds from contributions by non-controlling interests — — 141,892 Distributions paid to non-controlling interests (6,339) (10,573) (3,180) Proceeds from issuance of debt — — 228,630 Repayment of notes payable (8,044) — (726) Payment of debt fees — (597) — Net cash (used in) provided by financing activities (15,605) (34,242) 73,302 Net change in cash and restricted cash 288 2,592 (76,324) Cash and restricted cash, beginning of period 11,065 8,473 84,797 Cash and restricted cash, end of period $ 11,353 $ 11,065 $ 8,473 Supplemental disclosures of cash flow information Cash paid for interest $ 12,639 $ 17,653 $ 11,473


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements 8 1. General Vivint Solar Asset 3 Holdco Parent, LLC (“the Company” or Asset 3 Holdco), a Delaware limited liability company, was organized on September 14, 2020 for the purpose of admitting HA Galileo, LLC (the “Hannon Member”) as the Class A member in the Company and the conversion of Class B Member’s limited liability company interest in the Company to Class B membership interest, and to further set forth the respective rights and obligations of the Member with respect to the Company. On October 8, 2020 (the “Closing Date”), Sunrun Inc. (“Sunrun”) completed the acquisition of the Company by acquiring the Company’s parent company, Vivint Solar, Inc. (the “Parent”), pursuant to the Agreement and Plan of Merger (the “Merger agreement”), dated as of July 6, 2020, by and among Sunrun, the Parent and Viking Merger Sub, Inc., a direct wholly owned subsidiary of Sunrun (“Merger Sub”), pursuant to which Merger Sub merged with and into the Parent (the “Merger”). As a result of the Merger, the Company became a direct wholly owned subsidiary of Sunrun. The respective membership interest in the Company are as follows: Hannon Member owns 100% of Class A membership in the Company and Vivint Solar Asset 3 Manager, LLC (“Asset 3 Manager”) owns 100% of the Class B membership in the Company. Manager, through other wholly-owned subsidiaries, is a wholly-owned subsidiary of Sunrun Inc. (“Sunrun”), a developer of residential solar energy systems. As of December 31, 2023 (unaudited), the Company owns 100% of the membership interest in Vivint Solar Asset 3 Holdco Borrower, LLC (“Asset 3 Holdco Borrower”), which owns 100% of the membership interest in of Vivint Solar Asset 3 Senior Borrower, LLC (“Asset 3 Senior Borrower”), which owns all of the outstanding membership interests in Vivint Solar Fund 28 Manager, LLC and Vivint Solar Fund 29 Manager, LLC. These entities own 100% of the Class B membership interest in their subsidiaries, and 100% of the Class A membership interests are held by third party tax equity investors (“Investors”). 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect the accounts and operations of the Company and those of its subsidiaries, including funds, in which the Company has a controlling financial interest. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity. However, a controlling financial interest may also exist in entities, such as variable interest entities (“VIEs”), through arrangements that do not involve


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 9 controlling voting interests. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 810 (“ASC 810”) Consolidation, the Company consolidates any VIE of which it is the primary beneficiary. The primary beneficiary, as defined in ASC 810, is the party that has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to determine whether it continues to be the primary beneficiary. The consolidated financial statements reflect the assets and liabilities of VIEs that are consolidated. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes estimates and assumptions, including, but not limited to, estimates that affect the collectability of accounts receivable, the useful lives of solar energy systems, the valuation of derivative financial statements, non-controlling interests and the recoverability of long-lived assets. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Actual results may differ from such estimates. Cash and Restricted Cash Cash consists of bank deposits held in checking and savings accounts. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company has exposure to credit risk to the extent cash balances exceed amounts covered by federal deposit insurance. The Company believes that its credit risk is not significant. Restricted cash represents amounts related to obligations under certain financing transactions and future replacement of solar energy system components. Accounts Receivable Accounts receivables consist of amounts due from customers, as well as state and utility rebates due from government agencies and utility companies. Under arrangements with customers, the customers typically assign incentive rebates to the Company. Accounts receivables are recorded at net realizable value. The Company maintains allowances for the applicable portion of receivables using the expected credit loss model. The Company estimates expected credit losses from doubtful accounts based upon the expected collectability of all


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 10 accounts receivables, which takes into account the number of days past due, collection history, identification of specific customer exposure, current economic trends, and management's expectation of future economic conditions. Once a receivable is deemed to be uncollectible, it is written off. Solar Energy Systems, net Sunrun's customers enter into an agreement to utilize the solar system ("Customer Agreements"). The Company records solar energy systems subject to signed Customer Agreements and solar energy systems that are under installation as solar energy systems, net on its consolidated balance sheet. Solar energy systems, net is comprised of system equipment costs, less accumulated depreciation. Depreciation on solar energy systems is calculated on a straight-line basis over the estimated useful lives of the systems of 35 years. The Company periodically reviews its estimated useful life and recognizes changes in estimates by prospectively adjusting depreciation expense. Inverters and batteries are depreciated over their estimated useful lives of 10 to 13 years. Solar energy systems under construction will be depreciated as solar energy systems subject to signed Customer Agreements when the respective systems are completed and interconnected. Impairment of Long-Lived Assets The carrying amounts of the Company’s solar energy systems subject to depreciation, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Factors that are considered in deciding when to perform an impairment review would include significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. No impairment of solar energy systems has been recorded for the year ended December 31, 2023 (unaudited) and year ended December 31, 2022 (unaudited), respectively. Deferred Revenue When the Company receives consideration, or when such consideration is unconditionally due, from a customer prior to delivering goods or services to the customer under the terms of a Customer Agreement, the Company records deferred revenue. Such deferred revenue consists of amounts for which the criteria for revenue recognition have not yet been met and includes amounts


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 11 that are collected or assigned from customers, including upfront deposits and prepayments, and rebates. Deferred revenue relating to financing components represents the cumulative excess of interest expense recorded on financing component elements over the related revenue recognized to date and will eventually net to zero by the end of the initial term. Amounts received related to the sales of solar renewable energy credits (“SRECs”) which have not yet been delivered to the counterparty are recorded as deferred revenue. Solar Energy Performance Guarantees The Company guarantees to customers certain specified minimum solar energy production output for solar facilities over the initial term of the Customer Agreements. The Company monitors the solar energy systems to determine whether these specified minimum outputs are being achieved. Annually or every two years, depending on the terms of the Customer Agreement, the Company will refund a portion of electricity payments to a customer if his or her solar energy production output was less than the performance guarantee. The Company considers this a variable component that offsets the transaction price Derivative Financial Instruments The Company recognizes all derivative instruments on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income if a derivative is designated as part of a hedge transaction. The ineffective portion of the hedge, if any, is immediately recognized in earnings and are included in other income (expenses), net in the consolidated statement of operations. The Company uses derivative financial instruments, primarily interest rate swaps, to manage its exposure to interest rate risks on its syndicated term loans, which are recognized on the consolidated balance sheet at their fair values. On the date that the Company enters into a derivative contract, the Company formally documents all relationships between the hedging instruments and the hedged items, as well as its risk management objective and strategy for undertaking each hedge transaction. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the consolidated balance sheet as either a freestanding asset or liability. Changes in the fair value of a derivative that is designated and qualifies as an effective cash flow hedge are recorded in accumulated other comprehensive income until earnings are affected by the variability of cash flows of the hedged item. Any derivative gains and losses that are not effective


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 12 in hedging the variability of expected cash flows of the hedged item or that do not qualify for hedge accounting treatment are recognized directly into income. At the hedge’s inception and at least quarterly thereafter, a formal assessment is performed to determine whether changes in cash flows of the derivative instrument have been highly effective in offsetting changes in the cash flows of the hedged items and whether they are expected to be highly effective in the future. The Company discontinues hedge accounting prospectively when (i) it determines that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item; (ii) the derivative expires or is sold, terminated, or exercised; or (iii) management determines that designating the derivative as a hedging instrument is no longer appropriate. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the derivative instrument is carried at its fair market value on the consolidated balance sheet with the changes in fair value recognized in current period earnings. The remaining balance in accumulated other comprehensive income associated with the derivative that has been discontinued is not recognized in the consolidated statement of operations unless it is probable that the forecasted transaction will not occur. Such amounts are recognized in earnings when earnings are affected by the hedged transaction. The Company determines the fair value of its interest rate swaps using a discounted cash flow model which incorporates an assessment of the risk of non-performance by the interest rate swap counterparty and an evaluation of the Company’s credit risk in valuing derivative instruments. The valuation model uses various inputs including contractual terms, interest rate curves, credit spreads, and measures of volatility. Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses valuation approaches to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. The FASB establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; • Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 13 markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level 3 - Inputs that are unobservable, significant to the measurement of the fair value of the assets or liabilities and are supported by little or no market data. The Company's financial instruments include cash, receivables, accounts payable, accrued expenses, distributions payable to noncontrolling interests, derivatives and debt. Revenue Recognition The Company recognizes revenue when control of goods or services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. Customer agreements and incentives Customer agreements and incentives is primarily comprised of revenue from Customer Agreements in which the Company provides continuous access to a functioning solar energy system and revenue from the sales of SRECs generated by the Company’s solar energy systems to third parties and affiliates. The Company begins to recognize revenue on Customer Agreements when permission to operate (“PTO”) is given by the local utility company or on the date daily operation commences if utility approval is not required. Revenue recognition does not necessarily follow the receipt of cash. The Company recognizes revenue evenly over the time that it satisfies its performance obligations over the initial term of the Customer Agreements. Customer Agreements typically have an initial term of 20 or 25 years. After the initial contract term, Customer Agreements typically automatically renew on an annual basis. SREC revenue arises from the sale of environmental credits generated by solar energy systems. Generally, the Company receives fixed consideration for the sale of all SRECs that are generated by specific solar energy systems, and settles through equity with Sunrun or an affiliate. Occasionally, the Company may receive a payment based on the number of SRECs delivered. Revenue related to the sale of SRECs generated by specific solar energy systems is recognized upon delivery of the SRECs or upon reporting of the electricity generation. In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfer of goods or services to the customer. In those circumstances, the contract contains a significant financing component. When adjusting the


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 14 promised amount of consideration for a significant financing component, the Company uses the discount rate that would be reflected in a separate financing transaction between the entity and its customer at contract inception and recognizes the revenue amount on a straight-line basis over the term of the Customer Agreement, and interest expense using the effective interest rate method. Consideration from customers is considered variable due to the performance guarantee under Customer Agreements. Performance guarantees provide a credit to the customer if the system's cumulative production, as measured on various PTO anniversary dates, is below the Company's guarantee of a specified minimum. Revenue is recognized to the extent it is probable that a significant reversal of such revenue will not occur. Solar energy systems sales Solar energy systems sales are comprised of solar energy systems purchased by customers who had previously entered into a Customer Agreement with Sunrun. The Company recognizes revenue when the purchase and sale agreement is signed by both parties, provided all other revenue recognition criteria are met. Taxes assessed by government authorities that are directly imposed on revenue producing transactions are excluded from solar energy systems sales. Cost of Revenue Customer agreements and incentives Cost of revenue for customer agreements and incentives is primarily comprised of (1) the depreciation of the cost of the solar energy systems, as reduced by amortization of deferred grants, and (2) solar energy system operations, monitoring and maintenance costs including associated personnel costs. Solar energy systems For solar energy systems sold to customers which have been previously subject to a Customer Agreement, the Company recognizes cost when the purchase and sale agreement is signed by both parties as the control transfers to the customer at that time. Non-Controlling Interests Noncontrolling interests represent Investors’ interests in the net assets of the funds that the Company has created to finance the cost of its solar energy systems subject to the Company’s Customer Agreements. The Company has determined that the contractual provisions in the funding arrangements represent substantive profit sharing arrangements. The Company has further determined that the appropriate methodology for attributing income and loss to the noncontrolling


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 15 interests each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the non-controlling interests in the consolidated statements of operations reflect changes in the amounts the fund investors would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements of these structures, assuming the net assets of these funding structures were liquidated at recorded amounts. The fund investors’ non-controlling interest in the results of operations of these funding structures is determined as the difference in the non- controlling interests’ claims under the HLBV method at the start and end of each reporting period, after considering any capital transactions, such as contributions or distributions, between the fund and the fund investors. Attributing income and loss to the non-controlling interests under the HLBV method requires the use of significant assumptions and estimates to calculate the amounts that fund investors would receive upon a hypothetical liquidation. Changes in these assumptions and estimates can have a significant impact on the amount that fund investors would receive upon a hypothetical liquidation. The use of the HLBV methodology to allocate income to the non-controlling holders may create volatility in the Company’s consolidated statements of operations as the application of HLBV can drive changes in net income available and loss attributable to non-controlling interests from year to year. Income Taxes The Company was organized as a limited liability company. Members are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for federal or state income taxes has been included in these consolidated financial statements. The Company’s federal, state and local income tax returns since inception are still subject to audit. Concentrations of Risk Financial instruments which potentially subject the Company to concentrations of risk consist primarily of cash and accounts receivable, which includes rebates receivable. The associated risk of concentration for cash is mitigated by banking with institutions with high credit ratings. At certain times, amounts on deposit exceed Federal Deposit Insurance Corporation insurance limits. The Company does not require collateral or other security to support accounts receivable. To reduce credit risk, management performs periodic credit evaluations and ongoing evaluations of its customers’ financial conditions. Rebates receivable are due from various states and local governments as well as various utility companies. The Company considers the collectability risk of such amounts to be low. The Company is not dependent on any single customer. The loss of a


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 16 customer would not adversely impact the Company’s operating results or financial position. The Company’s customers under Customer Agreements are located in several states in the U.S. 3. Solar Energy Systems, net Solar energy systems, net consists of the following as of December 31, 2023 (unaudited) and December 31, 2022 (unaudited) (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 (unaudited) (unaudited) System equipment costs $ 369,027 $ 371,331 Less: accumulated depreciation (39,746) (25,983) Total solar energy systems, net $ 329,281 $ 345,348 All solar energy systems, including construction-in-progress, have been leased to or are subject to signed Customer Agreements with customers. The Company recorded depreciation expense related to solar energy systems of $14.1 million (unaudited), $13.9 million (unaudited) and $11.1 million in cost of customer agreements and incentives for the year ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively. 4. Other Assets Other assets consists of the following as of December 31, 2023 (unaudited) and December 31, 2022 (unaudited) (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 (unaudited) (unaudited) Unbilled Receivables 8,604 5,806 Allowance for Credit Loss on Unbilled Receivables (86) (58) Derivative Assets 23,293 25,648 Other Assets 1,066 1,434 Total Other Assets $ 32,877 $ 32,830 The opening balance of unbilled receivables was $5.8 million (unaudited) and $2.8 million (unaudited) as of December 31, 2022 and December 31, 2021, respectively. The majority of unbilled receivables arise from fixed price escalators included in the Company's long-term Customer Agreements. The escalator is included in calculating the total estimated transaction value for an individual Customer Agreement. The total estimated transaction value is then recognized over the term of the Customer Agreement. The amount of unbilled receivables


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 17 increases while billings for an individual Customer Agreement are less than the revenue recognized for that Customer Agreement. Conversely, the amount of unbilled receivables decreases once the billings become higher than the amount of revenue recognized in the period. At the end of the initial term of a Customer Agreement, the cumulative amounts recognized as revenue and billed to date are the same, therefore the unbilled receivable balance for an individual Customer Agreement will be zero. The Company applies an estimated loss-rate in order to determine the current expected credit loss for unbilled receivables. The estimated loss-rate is determined by analyzing historical credit losses, residential first and second mortgage foreclosures and consumers' utility default rates, as well as current economic conditions. The Company reviews individual customer collection status of electricity billings to determine whether the unbilled receivables for an individual customer should be written off, including the possibility of a service transfer to a potential new homeowner. 5. Long-term Debt In October 2020, Asset 3 HoldCo Borrower and Asset 3 Senior Borrower entered into a Loan Agreement and a Credit Agreement with a bank and a syndicate of banks, respectively, for up to $430.0 million in committed facilities. Specifically, Asset 3 HoldCo Borrower entered into a $140.0 million subordinated term loan (“HoldCo Debt”), which matures on October 6, 2032, and Asset 3 Senior Borrower entered into a $275.0 million senior term loan (“Senior Debt”), and a $15.0 million letter of credit facility for which draws are intended solely for the purposes of satisfying the required debt service reserve amount, if necessary, both of which mature on October 5, 2027. The Company’s borrowings are limited to the lessor of the total commitment or the unused borrowing base capacity. Senior Debt is a senior delayed draw term loan that bore interest at LIBOR (or other contractually stipulated benchmark if a benchmark transition event occurs), plus an applicable margin equal to 2.50% per annum and after the April 29, 2022 loan amendment bears interest at SOFR + 2.25% per annum (unaudited). HoldCo Debt is a subordinated term loan that bears interest at a fixed rate of 8.50% per annum. Under Senior Debt, prepayments are permitted with no penalties after the availability period, which ended April 2, 2022. Under HoldCo Debt, prepayments are permitted with associated penalties ranging from 1.00%-5.00% depending on the timing of prepayments. As of December 31, 2023 and December 31, 2022, Senior Debt and HoldCo Debt were fully drawn and unused borrowing capacities were $0.0 million, respectively (unaudited). Of the total commitment related to the term loans, $364.3 million (unaudited) and $366.2 million (unaudited) was outstanding as of December 31, 2023 and December 31, 2022, respectively. The aforementioned credit facility is secured by net cash flows of certain subsidiaries from Customer Agreements, less certain operating, maintenance, and other expenses, which are available to the borrowers after distributions to tax equity investors. Under the terms of this facility,


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 18 the Company pays interest and principal from the net cash flows available to it. The facility contains customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. The credit facility also contains certain provisions in the event of default, which entitle lenders to take certain actions including acceleration of amounts due under the facility. The Company was in compliance with all debt covenants as of December 31, 2023 (unaudited). Financing costs incurred with securing a term loan are recorded in the Company’s consolidated balance sheet as an offset to the term loan and amortized to interest expense in the Company’s consolidated statement of operations over the contractual life of the loan. The schedules maturities of debt as of December 31, 2023 (unaudited) are as follows (in thousands): Years Ending December 31, 2024 $ 4,083 2025 4,431 2026 4,733 2027 264,983 2028 3,052 Thereafter 83,026 Subtotal 364,308 Less: Debt Discount (4,157) Total $ 360,151 6. Derivatives The Company uses interest rate swaps to hedge variable interest payments due on its loan. These swaps allow the Company to incur fixed interest rates on this loan and receive payments based on variable interest rates with the swap counterparty based on the three month SOFR on the notional amounts over the life of the swaps. The interest rate swaps have been designated as cash flow hedges. The credit risk adjustment associated with these swaps is the risk of non-performance by the counterparties to the contracts. In the year ended December 31, 2023 (unaudited) , the hedge relationships on the Company’s interest rate swaps have been assessed as highly effective as the quarterly assessment performed determined changes in cash flows of the derivative instruments have been highly effective in offsetting the changes in the cash flows of the hedged items and are expected to be highly effective in the future. Accordingly, changes in the fair value of these derivatives are recorded as a component of accumulated other comprehensive income. Changes in the fair value of these derivatives are subsequently reclassified into earnings, and are included in interest expense in the


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 19 Company’s consolidated statement of operations, in the period that the hedged forecasted transactions affect earnings. During the next twelve months, the Company expects to reclassify $6.4 million (unaudited) of net gains on derivative instruments from accumulated other comprehensive income to earnings. There were no undesignated derivative instruments recorded by the Company as of December 31, 2023 (unaudited). All accumulated other comprehensive income activity is related to derivative activity. At December 31, 2023 (unaudited), the Company has the following derivative instruments classified as derivative assets with $23.3 million (unaudited) reported in long-term other assets and $5.7 million (unaudited) reported in prepaid expenses and other current assets in the Company's consolidated balance sheet, all of which are measured at fair value on a recurring basis, based upon the fair value hierarchy defined below (in thousands, other than quantity and interest rates) (unaudited): Type Quantity Effective Dates Maturity Dates Hedge Interest Rates Notional Amount Fair Market Value Fair Value Hierarchy Interest rate swaps 8 4/29/2022 7/31/2039 - 7/31/2042 0.91% - 2.68% 216,439 29,025 Level 2 At December 31, 2022 (unaudited), the Company has the following derivative instruments classified as derivative assets with $25.7 million (unaudited) reported in long-term other assets and $6.1 million (unaudited) reported in prepaid expenses and other current assets in the Company's consolidated balance sheet, all of which are measured at fair value on a recurring basis, based upon the fair value hierarchy defined below (in thousands, other than quantity and interest rates) (unaudited): Type Quantity Effective Dates Maturity Dates Hedge Interest Rates Notional Amount Fair Market Value Fair Value Hierarchy Interest rate swaps 8 4/29/2022 7/31/2039 - 7/31/2042 0.91% - 2.68% 221,079 31,752 Level 2


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 20 7. Variable Interest Entity (VIE) Arrangements The Company consolidated various VIEs at December 31, 2023 (unaudited) and December 31, 2022 (unaudited). The carrying amounts and classifications of the VIEs’ assets and liabilities included in the consolidated balance sheet are as follows (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 (unaudited) (unaudited) Assets Current assets: Cash $ 7,463 $ 7,476 Accounts receivable (net of allowance for credit losses) 2,296 2,227 Accounts receivable, affiliates — 403 Prepaid expenses and other current assets 368 383 Total current assets 10,127 10,489 Solar energy systems, net 329,280 345,348 Other assets 9,584 7,181 Total assets $ 348,991 $ 363,018 Liabilities: Current liabilities Accounts payable 288 131 Accounts payable, affiliates 463 — Distributions payable 6,971 6,978 Accrued expenses 626 595 Deferred revenue, current portion 745 629 Total current liabilities 9,093 8,333 Deferred revenue, net of current portion 8,086 7,231 Other liabilities 18 463 Total liabilities $ 17,197 $ 15,575 8. Commitments and Contingencies As of December 31, 2023 (unaudited), the Company had an unused balance of $9.0 million (unaudited) on its letter of credit, which carries a fee of 0.50% per annum and used balance of $6.0 million (unaudited), which carries a fee of 2.25% per annum. The letter of credit carries a maturity date of December 2024. As of December 31, 2022 (unaudited), the Company had an unused balance of $9.0 million (unaudited) on its letter of credit, which carries a fee of 0.50% per annum and used balance of $6.0


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 21 million (unaudited), which carries a fee of 2.25% per annum. The letter of credit carries a maturity date of October 2023. 9. Related Party Transactions Accounts Receivable, Net—Related Party The accounts receivable, affiliates account consists of miscellaneous receivables, net of any payables to Sunrun and its subsidiaries for rebates and SRECs where the cash has not been remitted. Management and Administrative Services Fee Prior to the Closing Date, the Company entered into the Administrative Services Agreement (“ASA”) with Vivint Solar Provider, LLC (“Provider”), a wholly owned subsidiary of Vivint Solar, Inc. Pursuant to the ASA, Provider shall provide certain administrative services to the Company in exchange for an annual administrative services fee of $4.50 per DC kilowatt of installed nameplate capacity, escalating annually according to the terms of the LLC Agreement (the “LLCA”), prorated for any capacity not available for a full year. The Company incurred management and administrative services fees to Provider of $734 thousand (unaudited), $734 thousand (unaudited), and $547 thousand which is included in General and administrative in the statements of operations, for the years ended December 31, 2023 (unaudited), December 31, 2022 (unaudited), and December 31, 2021, respectively. Maintenance Services Fee Prior to the Closing Date, the Company entered into the Maintenance Services Agreement (“MSA”) with Provider. Pursuant to the MSA, Provider shall provide certain system maintenance services to the Company in exchange for an annual maintenance services fee of $16.50 per DC kilowatt of installed nameplate capacity, escalating annually according to the terms of the LLCA, prorated for any capacity not available for a full year. The Company incurred maintenance services fees to Provider of $2.7 million (unaudited), $2.7 million (unaudited), and $2.0 million which are included in General and administrative in the statements of operations, for the years ended December 31, 2023 (unaudited), December 31, 2022 (unaudited), and December 31, 2021, respectively. Distributions to Investor Members In October 2020, the Company entered into the LLCA with the Managing Member and the Hannon Member pursuant to which the Company receives capital contributions for the purchase of projects from Developer. In exchange for the contributions, the Hannon Member receives monthly


 
Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Notes to Consolidated Financial Statements (cont’d) 22 distributions from the Company. For each month the Hannon Member will receive 50.00% of any distributable cash. For the year ended December 31, 2023 (unaudited) the Company paid no distributions to the Hannon Member. For the year ended December 31, 2022 (unaudited) the Company paid $3.8 million (unaudited) distributions to the Hannon Member. And, for year ended December 31, 2021 the Company paid no distributions to the Hannon Member. 10. Subsequent Events The Company evaluated subsequent events through March 28, 2024, the date these consolidated financial statements were available to be issued.


 
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ROSIE TARGETCO LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2023 (With Report of Independent Auditors)


 
ROSIE TARGETCO LLC AND SUBSIDIARIES Table of Contents Page Report of Independent Auditors 1 Consolidated Balance Sheets — December 31, 2023 and 2022 3 Consolidated Statements of Operations and Comprehensive Income — Years ended December 31, 2023, 2022 and 2021 4 Consolidated Statements of Equity — Years ended December 31, 2023, 2022 and 2021 5 Consolidated Statements of Cash Flows — Years ended December 31, 2023, 2022 and 2021 6 Notes to Consolidated Financial Statements 7


 
A member firm of Ernst & Young Global Limited Ernst & Young LLP 1 Manhattan West 401 9th Avenue New York, New York 10001 Tel: +1 212 773 3000 ey.com Report of Independent Auditors The Members Rosie TargetCo LLC Opinion We have audited the consolidated financial statements of Rosie TargetCo LLC and subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood


 
A member firm of Ernst & Young Global Limited that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we:  Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.  Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. March 15, 2024


 
ROSIE TARGETCO LLC AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2023 and 2022 (In thousands) Assets 2023 2022 Current assets: Cash $ 4,018 $ 3,738 Restricted cash 60,988 867 Accounts receivable – trade 677 6,128 Derivative instruments 2,625 2,095 Interest receivable 172 172 Interest receivable – affiliate 3,158 — Note receivable 616 616 Note receivable – affiliate 173,924 — Prepayments and other current assets 2,290 1,185 Total current assets 248,468 14,801 Property, plant, and equipment, net 506,719 238,325 Other assets: Equity investment in affiliate 28,000 — Derivative instruments 8,397 9,742 Right of use assets, net 13,643 13,899 Interest receivable 387 558 Note receivable 1,385 2,001 Other non-current assets 1,271 1,326 Total other assets 53,083 27,526 Total assets $ 808,270 $ 280,652 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 41,820 $ 2,608 Accounts payable – trade 3,742 4,604 Accounts payable – affiliate 3,018 394 Accrued liabilities 150 16 Lease liabilities (78) (91) Accrued interest expense 3,532 497 Total current liabilities 52,184 8,028 Other liabilities: Long-term debt 300,822 72,645 Derivative instruments 1,439 — Asset retirement obligations 9,548 5,778 Long-term lease liabilities 15,022 14,944 Total other liabilities 326,831 93,367 Total liabilities 379,015 101,395 Commitments and contingencies Equity: Members’ equity 380,097 142,838 Noncontrolling interests 49,158 36,419 Total equity 429,255 179,257 Total liabilities and equity $ 808,270 $ 280,652 See accompanying notes to consolidated financial statements. 3


 
ROSIE TARGETCO LLC AND SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Income Years ended December 31, 2023, 2022 and 2021 (In thousands) 2023 2022 2021 Operating revenues: Total operating revenues $ 12,016 $ 15,698 $ 14,091 Operating costs and expenses: Cost of operations 5,948 5,727 5,696 Depreciation and accretion 9,674 9,647 9,288 Total operating costs and expenses 15,622 15,374 14,984 Operating (loss) income (3,606) 324 (893) Other income (expense): Interest income 8,519 937 — Loss on debt extinguishment (223) — — Interest expense (10,711) (3,231) (3,245) Total other expense (2,415) (2,294) (3,245) Net loss (6,021) (1,970) (4,138) Less: net loss attributable to noncontrolling interest (19,848) (16,029) (18,817) Net income attributable to Rosie TargetCo LLC and subsidiaries 13,827 14,059 14,679 Other comprehensive (loss) income: Unrealized (loss) gain on derivatives and changes in accumulated OCI/OCL (2,254) 10,955 4,153 Other comprehensive (loss) income (2,254) 10,955 4,153 Comprehensive (loss) income (8,275) 8,985 15 Less: comprehensive loss attributable to noncontrolling interest (19,848) (16,029) (18,817) Comprehensive income attributable to Rosie TargetCo LLC and subsidiaries $ 11,573 $ 25,014 $ 18,832 See accompanying notes to consolidated financial statements. 4


 
ROSIE TARGETCO LLC AND SUBSIDIARIES Consolidated Statements of Equity Years ended December 31, 2023, 2022 and 2021 (In thousands) Rosamond Solar HA Investment Lighthouse Accumulated LLC LLC other Contributed Contributed Retained comprehensive Noncontrolling Total capital capital earnings (loss) income interest equity Balance at December 31, 2020 $ 3,422 $ 61,894 $ 42,813 $ (3,271) $ 75,913 $ 180,771 Net income (loss) — — 14,679 — (18,817) (4,138) Unrealized gain on derivatives and changes in accumulated OCL — — — 4,153 — 4,153 Non-cash contributions — 23 — — — 23 Cash contributions — 2,499 — — — 2,499 Cash distributions (3,257) (759) — — (2,118) (6,134) Payment of transaction costs — — — — (156) (156) Balance at December 31, 2021 $ 165 $ 63,657 $ 57,492 $ 882 $ 54,822 $ 177,018 Net income (loss) — — 14,059 — (16,029) (1,970) Unrealized gain on derivatives and changes in accumulated OCI — — — 10,955 — 10,955 Cash distributions (3,676) (696) — — (2,374) (6,746) Balance at December 31, 2022 $ (3,511) $ 62,961 $ 71,551 $ 11,837 $ 36,419 $ 179,257 Net income (loss) — — 13,827 — (19,848) (6,021) Unrealized loss on derivatives and changes in accumulated OCI — — — (2,254) — (2,254) Transfer of BESS net assets under common control 195,999 — — — — 195,999 Cash contributions 20,314 41,495 — — 38,886 100,695 Cash distributions (16,061) (16,061) — — (2,935) (35,057) Payment of transaction costs — — — — (3,364) (3,364) Balance at December 31, 2023 $ 196,741 $ 88,395 $ 85,378 $ 9,583 $ 49,158 $ 429,255 See accompanying notes to consolidated financial statements. 5


 
ROSIE TARGETCO LLC AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended December 31, 2023, 2022 and 2021 (In thousands) 2023 2022 2021 Cash flows from operating activities: Net loss $ (6,021) $ (1,970) $ (4,138) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and accretion 9,674 9,647 9,288 Reduction in carrying amount of right-of-use assets 256 261 268 Amortization of debt issuance costs 1,823 365 367 Contract amortization 55 — — Loss on debt extinguishment 223 — — Cash provided (used) by changes in other working capital: Accounts receivable – trade 5,451 (4,492) (906) Prepayments and other current assets (825) (666) (519) Interest receivable (229) (919) — Interest receivable – affiliate (3,158) — — Other non-current assets — 55 86 Accounts payable – trade and accrued liabilities (4,441) 3,438 917 Accounts payable – affiliate 497 191 125 Accrued interest expense 3,035 3 486 Operating lease liabilities 91 104 188 Net cash provided by operating activities 6,431 6,017 6,162 Cash flows from investing activities: Capital expenditures (2,961) (459) (18,050) Acquisition of drop down assets (69,778) — — Investment in unconsolidated affiliate (28,000) — — Decrease in note receivable 1,016 650 — Increase in note receivable – affiliate (173,924) — — Net cash (used) provided by investing activities (273,647) 191 (18,050) Cash flows from financing activities: Proceeds from issuance of long-term debt 270,899 — — Payments of long-term debt (208) (1,828) (1,626) Contributions from members 61,809 — 2,499 Contributions from noncontrolling interests 38,886 — — Distributions to members (32,122) (4,372) (4,016) Distributions to noncontrolling interests (2,935) (2,374) (2,118) Payment of debt issuance and transaction costs (8,712) — (156) Net cash provided (used) by financing activities 327,617 (8,574) (5,417) Net increase (decrease) in cash and restricted cash 60,401 (2,366) (17,305) Cash and restricted cash at beginning of year 4,605 6,971 24,276 Cash and restricted cash at end of year $ 65,006 $ 4,605 $ 6,971 Supplemental disclosures: Interest paid $ 7,427 $ 2,863 $ 2,393 Non-cash investing activities: Increase to fixed assets for capitalized asset retirement costs 694 — — Decrease to fixed assets for note receivable — (3,078) — See accompanying notes to consolidated financial statements. 6


 
(1) Nature of Business Rosie TargetCo LLC and subsidiaries, or the Company, a Delaware limited liability company, owns 100% of Rosie Class B LLC, or Rosie Class B, a Delaware limited liability company. Rosie Class B owns 100% of the Class B membership interests of Rosie TE HoldCo LLC, or Rosie TE HoldCo, and on June 30, 2023 became the owner of the Class B membership interests of Rosie BESS Devco LLC. Rosie BESS Devco Parent LLC, an indirect subsidiary of Clearway Renew, LLC, or Clearway Renew, owns the Class A membership interests and controls Rosie BESS Devco LLC. A tax equity investor, Morgan Stanley Renewables Inc., or Morgan Stanley, owns 100% of the Class A membership interests of Rosie TE HoldCo. Rosie TE HoldCo owns 100% of Rosie Project HoldCo LLC, or Rosie Project HoldCo, which directly owns 100% of Golden Fields Solar III, LLC, or Golden Fields Solar III. Golden Fields Solar III owns a 192-megawatt, or MW, photovoltaic solar generating facility located in Rosamond, California, referred to as the Facility. The Company was formed for the purposes of developing, financing, and constructing the Facility. The Facility achieved 100% commercial operations, or COD, on December 22, 2020. On December 1, 2023, Golden Fields Solar III acquired a 147-MW battery energy storage system, or BESS, that is co-located at the Facility from Rosie BESS Devco LLC, pursuant to an Asset Purchase Agreement, or APA, dated June 30, 2023. See note 3, Acquisition, for further information. The Company’s Class A membership interests are owned by Clearway Energy Operating LLC, through its indirect subsidiary Rosamond Solar Investment LLC, or Rosamond Solar Investment. Clearway Energy Operating LLC, is a wholly owned subsidiary of Clearway Energy LLC, which is owned by Clearway Energy, Inc. and Clearway Energy Group LLC, or Clearway Energy Group. Clearway Energy Group is equally owned by Global Infrastructure Partners III and TotalEnergies SE. The Company’s Class B membership interests are owned by HA Lighthouse LLC, or HASI, a cash equity investor. In March 2021, HASI paid an additional $2.5 million as a purchase price adjustment for its Class B interest in the Company which was recorded as a distribution to Rosamond Solar Investment and ultimately to Clearway Energy Group, through its noncontrolling interest in Clearway Energy LLC. Clearway Renew owns the Class C membership interests in the Company, which are not participating interests and provide for the potential future allocation of cash in the event of excess returns on investment to HASI. Clearway Renew is a direct wholly-owned subsidiary of Clearway Energy Group. As of December 31, 2023, Clearway Energy, Inc., through its ownership of Class A and Class C common stock, had a 57.90% economic interest in Clearway Energy LLC, while Clearway Energy Group, through its ownership of Class B and Class D common stock, had a 54.91% voting interest in Clearway Energy, Inc. and a 42.10% economic interest in Clearway Energy LLC. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 7


 
The diagram below represents a summarized structure of the Company as of December 31, 2023: ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 8


 
A summary of the major agreements entered into by the Company is set forth below: (a) Power Purchase Agreements Golden Fields Solar III is contracted under the following power purchase agreements, or PPA agreements, to deliver the energy output of the Facility as well as resource adequacy and renewable energy attributes. Revenue consists of payments based on fixed contract prices and variable market prices applied to actual production amounts. Under the terms of the PPA agreements, Golden Fields Solar III has guaranteed certain performance output that if not achieved could result in the payment of shortfall amounts commencing with COD. See note 2(j), Revenue Recognition, for more information. Contract Effective capacity PPA PPA offtaker date (MW) term (a) City of Palo Alto 02/25/2020 26 25 years Ava Community Energy Authority (b) 07/26/2019 112 15 years Clean Power Alliance 01/30/2020 40 15 years 178 (a) PPA term commenced on COD or on January 1, 2023 with respect to City of Palo Alto. (b) Effective November 29, 2023, East Bay Community Energy Authority was renamed to Ava Community Energy Authority. In connection with the acquisition of the BESS, Golden Fields Solar III was assigned the Energy Resource Purchase and Sale Agreement, as amended, or BESS PPA, with Southern California Edison Company, or SCE, from Rosie BESS DevCo LLC, effective December 1, 2023. Under the terms of the BESS PPA, Golden Fields Solar III is obligated to deliver and sell energy storage capacity of up to 147 MW to SCE with a term extending 15 years that will commence when the BESS reaches commercial operations, which is expected to occur in the first half of 2024. The BESS PPA provides for storage payments based on a fixed price applied to the monthly storage contract capacity multiplied by an efficiency factor and availability adjustment as defined in the agreement. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 9


 
(b) Edison Electric Institute Master Power Purchase and Sale Agreement Golden Fields Solar III and EDF Trading North America, LLC, or EDF, are parties to an Edison Electric Institute Master Power Purchase and Sale Agreement, or Master Agreement, dated as of May 1, 2021. Under the Master Agreement, Golden Fields Solar III is contracted under a ten-year agreement to sell 20% of the green attributes and renewable energy credits, or RECs, generated by the Facility and in an amount no less than the guaranteed REC production with terms extending through April 30, 2031. In accordance with the Master Agreement, RECs are allowed to be sold to EDF at a contract price (comprised of an energy price less an equivalent California Independent System Operator credit plus a fixed green attribute price) as defined in the agreement for each MWh of product delivered to EDF. Golden Fields Solar III has guaranteed certain performance output that if not achieved could result in the payment of shortfall amounts. (c) Facility Engineering, Procurement and Construction Agreement Golden Fields Solar III was party to a fixed-price contract with McCarthy Building Companies, Inc., or McCarthy, for the design, engineering, construction, and commissioning of the Facility for $130.0 million, that was subject to price adjustments as defined in the agreement. During the year ended December 31, 2021, the Company incurred costs under this agreement of $0.6 million, all of which were reflected in property, plant, and equipment, net on the accompanying consolidated balance sheet. Amounts due to McCarthy of $16.4 million were included in accounts payable – trade as of December 31, 2020 and were paid during 2021. Amounts due to McCarthy of $330 thousand included in accounts payable – trade as of December 31, 2021 were paid in January 2022. The Company’s obligations have been fulfilled under the agreement. (d) Engineering, Procurement and Construction Agreement In connection with the acquisition of the BESS, Golden Fields Solar III was assigned the Engineering, Procurement and Construction Agreement with Rosendin Electric, Inc., or Rosendin, from Rosie BESS DevCo LLC, effective December 1, 2023. The fixed-price agreement provides for the designing, engineering, construction, and commissioning of the BESS for $41.2 million, that was subject to price adjustments as defined in the agreement. During the period from December 1, 2023 through December 31, 2023, the Company incurred costs under this agreement of $93 thousand, all of which were capitalized and reflected in property, plant, and equipment, net on the Company’s consolidated balance sheet. Amounts due to Rosendin of $3.0 million are included in accounts payable – trade as of December 31, 2023. (e) Equipment Supply Agreement and Maintenance Agreement In connection with the acquisition of the BESS, Golden Fields Solar III was assigned the Equipment Supply Agreement and Long-Term Service Agreement, or Maintenance Agreement, with Wärtsilä North America, Inc., or Wärtsilä North America, from Rosie BESS DevCo LLC, effective December 1, 2023. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 10


 
Equipment Supply Agreement The Equipment Supply Agreement provides for energy storage equipment and services totaling $229.1 million, that was subject to price adjustments as defined in the agreement. No costs were incurred under this agreement for the period from December 1, 2023 through December 31, 2023. Maintenance Agreement In addition, Golden Fields Solar III contracted with Wärtsilä North America to provide certain maintenance services for the BESS. The agreement has an initial term of five years commencing upon the completion of the commissioning of the BESS, and will automatically renew for additional five year periods unless terminated by either party as provided for in the agreement. The agreement provides for payment of annual fixed fees and management fees that escalate annually and a safety spare parts fee. No costs were incurred under this agreement for the period from December 1, 2023 through December 31, 2023. (f) Limited Liability Company Agreements Rosie TargetCo LLC The Company is governed by a Third Amended and Restated Limited Liability Company Agreement, or LLCA, dated as of June 30, 2023, entered into by Rosamond Solar Investment, HASI and Clearway Renew. The LLCA was entered into to facilitate and fund the BESS and supersedes the Amended and Restated Limited Liability Company Agreement, dated as of November 20, 2020, and Second Amended and Restated Limited Liability Company Agreement, dated as of December 21, 2020, collectively the original LLCA. The LLCA provides for allocations of income and taxable items (economic) of 50.00% to the Class A Member and 50.00% to the Class B Member. Available cash, except that allocations of available cash are first utilized to pay back member loans, if any, are distributed 50% to the Class A Member and 50% to the Class B Member. In addition, subsequent to November 20, 2035, up to 90% of the Class A Member’s cash may be allocated to the Class B Member under the provisions of a related agreement, which provides a reallocation of cash in order to ensure that the Class B Member achieves its target return on investment. If the Class B Member achieves a return above a specified threshold, certain amounts may be allocated to Clearway Renew, through its ownership of the Class C membership interests. In accordance with the provision of the LLCA, the Class A Member is the Manager, as defined, and conducts the activities of the Company on behalf of the members. The Manager has engaged Clearway Asset Services LLC to perform certain of its duties as Manager. All management services provided are at the direction of the Manager, and the Manager retains its obligations with respect to its duties and responsibilities. See note 9, Related Party Transactions, for additional information regarding the management services agreement. In addition, the LLCA establishes both a review committee, which is responsible for material decisions that protect the interests of both the Class A Member and Class B Member, and is comprised of two members appointed by each of the Class A Member and Class B Member, and an operations committee, which is responsible for advising the Company and the review committee with respect to the Company’s operations. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 11


 
Rosie BESS Devco LLC Rosie BESS Devco LLC is governed by an Amended and Restated Limited Liability Company Agreement, or Rosie BESS LLCA, dated June 30, 2023, entered into by Rosie Class B, the Class B Member, and Rosie BESS Devco Parent LLC, the Class A Member. The Rosie BESS LLCA provides the terms of each member's income or loss allocations, cash contributions and distributions, and other rights. The initial amount contributed into Rosie BESS Devco LLC totaled $30.9 million to fund development expenses. Rosamond Solar Investment LLC and HASI each contributed an additional $4.9 million recorded as an investment accounted for under the equity method of accounting, as further discussed in note 8, Investments Accounted for by the Equity Method and Variable Interest Entities. In addition, HASI contributed $21.2 million as cash collateral and Clearway Energy Operating LLC provided its required sponsor capital contribution through a letter of credit on behalf of the Company in favor of the collateral agent for $21.4 million as of December 31, 2023, which expires on June 30, 2024. Allocations of profits and losses shall be allocated to each member in a manner equal to the amount that the member would receive if Rosie BESS Devco LLC were dissolved, and its assets were sold at fair value. Distributions of available cash flow to the members is subject to the provisions of the LLCA and may be limited in certain cases. (2) Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The Accounting Standards Codification, or ASC, established by the Financial Accounting Standards Board, or FASB, is the source of authoritative U.S. GAAP to be applied by nongovernmental entities. The consolidated financial statements include the Company’s accounts and operations and those of its subsidiaries in which the Company has a controlling financial interest. All significant intercompany transactions and balances have been eliminated in the consolidated financial statements. The usual condition for a controlling financial interest is ownership of the majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of ASC 810, Consolidations, to determine when an entity that is not controlled through its voting interests should be consolidated. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 12


 
(b) Restricted Cash The following table provides a reconciliation of cash 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 as of December 31, 2023 and 2022 (in thousands): 2023 2022 Cash $ 4,018 $ 3,738 Restricted cash 60,988 867 Cash and restricted cash shown in the consolidated statements of cash flows $ 65,006 $ 4,605 As of December 31, 2023, restricted cash consists of $38.9 million designated for payment of the tax equity bridge loan related to the BESS as described in note 3, Acquisition, and funds contributed by the cash equity investor of $21.2 million as described in note 1(f), Limited Liability Agreements, held as cash collateral for performance obligations related to the completion of construction of the BESS. (c) Accounts Receivable – Trade Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The majority of the Company’s customers typically receive invoices monthly with payment due within 30 days. There was no allowance for credit losses as of December 31, 2023 and 2022. (d) Property, Plant, and Equipment Property, plant, and equipment are stated at cost; however, impairment adjustments are recorded whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Significant additions or improvements extending asset lives are capitalized as incurred, while repairs and maintenance that do not improve or extend the life of the respective asset are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Certain assets and their related accumulated depreciation amounts are adjusted for asset retirements and disposals with the resulting gain or loss included in cost of operations in the consolidated statements of operations and comprehensive income. See note 5, Property, Plant, and Equipment, for additional information. Interest incurred on funds borrowed to finance capital projects is capitalized until the project under construction is ready for its intended use. The amount of interest capitalized for the year ended December 31, 2023 was $1.6 million, which includes interest related to debt issuance costs of $244 thousand. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 13


 
(e) Asset Impairments Long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. Such reviews are performed in accordance with ASC 360, Property, Plant, and Equipment. An impairment loss is indicated if the total future estimated undiscounted cash flows expected from an asset are less than its carrying amount. An impairment charge is measured as the excess of an asset’s carrying amount over its fair value with the difference recorded in operating costs and expenses in the consolidated statements of operations and comprehensive income. Fair values are determined by a variety of valuation methods, including third-party appraisals, sales prices of similar assets, and present value techniques. There were no indicators of impairment loss as of December 31, 2023, 2022 and 2021. (f) Debt Issuance Costs Debt issuance costs consist of legal fees and closing costs incurred by the Company in obtaining its financing. These costs are capitalized and amortized as interest expense using the effective interest method over the term of the financing obligation and are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt. Amortization expense, included in interest expense in the consolidated statements of operations and comprehensive income, was $1.8 million, $365 thousand and $367 thousand for the years ended December 31, 2023, 2022 and 2021, respectively. In addition, the Company recorded a $223 thousand loss on extinguishment of debt associated with writing off a portion of the debt issuance costs for the year ended December 31, 2023. (g) Leases The Company accounts for its leases under ASC 842 Leases, or Topic 842. Topic 842 requires the establishment of a lease liability and related right-of-use asset for all leases with a term longer than 12 months. The Company evaluates each arrangement at inception to determine if it contains a lease. The Company has elected to apply the practical expedient to not separate lease and non-lease components of the leases. The Company records its operating lease liabilities at the present value of the lease payments over the lease term at lease commencement date. Lease payments include fixed payment amounts. The Company determines the relevant lease term by evaluating whether renewal and termination options are reasonably certain to be exercised. The Company uses its incremental borrowing rate to calculate the present value of the lease payments, based on information available at the lease commencement date. All of the Company’s leases are operating leases. See note 10, Leases for information on the Company’s leases. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 14


 
(h) Note Receivable As part of the Company’s obligations under its interconnection agreements, the Company paid Southern California Edison Company to construct certain interconnection facilities to allow the Facility to connect to the power grid. A portion of the transmission and interconnection costs plus interest are directly reimbursable to the Company by Southern California Edison Company on a quarterly basis over a five-year period. In 2022, the Company recorded a $3.1 million note receivable and a corresponding reduction to property, plant, and equipment. At December 31, 2023, the current and non-current note receivable balance was $616 thousand and $1.4 million, respectively. At December 31, 2022, the current and non-current note receivable balance was $616 thousand and $2.0 million, respectively. The note accrues interest at a variable rate based on Federal Energy Regulatory Commission’s regulation at 18 C.F.R.§35.19a(a)(2)(iii), which was 8.35% at December 31, 2023. (i) Income Taxes The Company is classified as a partnership for federal and state income tax purposes. Therefore, federal and state income taxes are assessed at the partner level. Accordingly, no provision has been made for federal or state income taxes in the accompanying consolidated financial statements. The Company has determined that, based on a more-likely-than not evaluation of the tax positions taken, there are no material uncertain tax positions to be recognized as of December 31, 2023, 2022 and 2021 by the Company. (j) Revenue Recognition Revenue from Contracts with Customers The Company applies the guidance in ASC 606, Revenue from Contracts with Customers, or ASC 606, when recognizing revenue associated with its contracts with customers. The Company’s policies with respect to its various revenue streams are detailed below. In general, the Company applies the invoicing practical expedient to recognize revenue for the revenue streams detailed below, except in circumstances where the invoiced amount does not represent the value transferred to the customer. Power Purchase Agreements Operating revenues consist of revenue from electricity sales obtained through PPAs, of which 178 MWs and 152 MWs were effective during 2023 and 2022, respectively. The Company sells power as described in note 1(a), Power Purchase Agreements. The PPAs are derivative financial instruments that qualify for the normal purchase normal sale exception and as such, the PPAs are accounted for under the revenue recognition guidance in ASC 606, and revenue is recognized when the underlying power is delivered. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 15


 
For the years ended December 31, 2023, 2022 and 2021, the Company recorded revenue of $10.0 million (net of losses under the PPAs of $5.6 million), $6.8 million (net of losses under the PPAs of $19.4 million) and $8.0 million (net of losses under the PPAs of $7.6 million), respectively, included in operating revenues in the consolidated statements of operations and comprehensive income. The losses were primarily due to unfavorable market prices as the Company’s PPAs with counterparties provide for adjustments to the contract price per contract for realized locational marginal price, representing the cost to buy and sell power at different locations within wholesale electricity markets. Merchant Revenue For the years ended December 31, 2023, 2022 and 2021, the Company recorded $1.1 million, $6.8 million and $4.1 million, respectively, of merchant revenue included in operating revenues in the consolidated statements of operations and comprehensive income for power sold to APX, Inc., a qualified scheduling entity for the Facility, effective November 15, 2023, formerly Tenaska Power Services Co., or Tenaska Power Services, through November 30, 2023. This merchant revenue is accounted for in accordance with ASC 606, utilizing the invoicing practical expedient, which represents the electricity delivered. Congestion Revenue Rights, or CRRs Golden Fields Solar III manages its exposure to congestion costs that affect locational marginal pricing associated with its PPAs through the use of CRRs which are financial instruments made available through the CRR auction that enable CRR holders to manage variability. Effective February 2, 2023, Golden Fields Solar III entered into an agreement with California Independent System Operator Corporation, or CAISO, to participate in monthly and annual CRR auctions. Through March 1, 2023, Tenaska Power Services participated on behalf of Golden Fields Solar III pursuant to an amendment to the Scheduling Coordinator Agreement effective October 14, 2022. The agreement required Golden Fields Solar III to pay monthly fees, as defined in the agreement, for the full year of 2023. In connection with Tenaska Power Services participating in the auction on Golden Fields Solar III’s behalf, the Company posted cash collateral of approximately $1.0 million to allow Tenaska Power Services to pay the CAISO. The cash collateral is returned to Golden Fields Solar III by Tenaska Power Services through energy settlement payments. As of December 31, 2022, the remaining cash collateral was $29 thousand included in prepayments and other current assets, which was repaid during January 2023. During 2023, Golden Fields Solar III was awarded bid volumes for on-peak CRRs for certain periods in 2024. Total bid costs incurred related to the 2024 auction totaled $1.1 million, which will be amortized entirely during 2024, as a reduction to operating revenues. During 2022, Golden Fields Solar III was awarded bid volumes for on-peak CRRs for the fourth quarter of 2022 and certain periods in 2023. Total bid costs incurred related to the December 2022 auction and the 2023 auction totaled $919 thousand, of which $23 thousand related to the December 2022 auction and $896 thousand related to the 2023 auction, which were amortized on a straight-line basis as a reduction to operating revenues over thirteen months. As of December 31, 2023 and 2022, $1.1 million and $827 thousand, respectively, was included in prepayments and other current assets on the Company’s consolidated balance sheets. For the years ended December 31, 2023 and 2022, ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 16


 
settlements totaled $1.1 million and $44 thousand, respectively, offset by amortization expense of $0.8 million and $92 thousand, respectively, included in operating revenues in the consolidated statements of operations and comprehensive income. Renewable Energy Certificates/Credits, or RECs Golden Fields Solar III has an agreement with EDF to sell RECs generated by the Facility as described in note 1(b), Edison Electric Institute Master Power Purchase and Sale Agreement. Effective June 1, 2021, Golden Fields Solar III contracted with Verdant Energy Services LLC to sell RECS generated by the Facility in accordance with the quantities and contract prices in the agreement through August 2021. The REC agreements are derivative financial instruments that qualify for the normal purchase normal sale exception and as such, the REC agreements are accounted for under the revenue recognition guidance in ASC 606. Revenue is recognized as the REC is generated based on actual production multiplied by the contract price. REC revenue is accrued and billed on a monthly basis. For the years ended December 31, 2023, 2022 and 2021, the Company recorded $496 thousand, $1.7 million and $1.7 million, respectively, of REC revenues under these agreements included in operating revenues in the consolidated statements of operations and comprehensive income. Resource Adequacy The Company’s PPAs provide for the sale of resource adequacy for 178 MW to the Company’s PPA counterparties. Golden Fields Solar III had entered into resource adequacy agreements for previously uncontracted MWs governed by the Master Agreement. Golden Fields Solar III contracted with Direct Energy Business Marketing, LLC to sell 67.71 MW of resource adequacy at a fixed price commencing on June 1, 2021 and delivered through December 31, 2022. On November 16, 2022, Golden Fields Solar III contracted with Ava Community Energy Authority, formerly East Bay Community Energy Authority, to sell 13.6 MW of resource adequacy at a fixed price for January 1, 2023 through December 31, 2023. For the years ended December 31, 2023, 2022 and 2021, the Company recorded $128 thousand, $488 thousand and $338 thousand, respectively, of revenues under these agreements included in operating revenues in the consolidated statements of operations and comprehensive income. Contract Amortization In connection with the purchase of the City of Palo Alto PPA, a one-time payment in the amount of $1.4 million was made representing a termination payment pursuant to a termination and release agreement entered into on May 29, 2020. This amount was recorded to other current and non-current assets and is being amortized as a reduction to operating revenues on a straight-line basis over the term of the PPA which commenced on January 1, 2023. Amortization expense was $55 thousand for the year ended December 31, 2023. As of both December 31, 2023 and 2022, $55 thousand and $1.3 million was included in prepayments and other current assets and other non-current assets, respectively, on the Company’s consolidated balance sheets. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 17


 
(k) Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC 815, Derivatives and Hedging, which requires the Company to recognize all derivative instruments on the balance sheet as either assets or liabilities and to measure them at fair value each reporting period unless they qualify for a normal purchase normal sale exception. Changes in the fair value of non- hedge derivatives are immediately recognized in earnings. The Company uses interest rate swaps to manage its interest rate exposure on long-term debt, which have been designated as cash flow hedges, if certain conditions are met. Changes in the fair value of derivatives accounted for as cash flow hedges are deferred and recorded as a component of accumulated other comprehensive income, or OCI, or accumulated other comprehensive loss, or OCL, until the hedged transactions occur and are recognized in earnings. Cash flows from derivatives designated as cash flow hedges are classified as operating activities in the consolidated statements of cash flows. On an ongoing basis, the Company qualitatively assesses the effectiveness of its derivatives that are designated as cash flow hedges for accounting purposes in order to determine that each derivative continues to be highly effective in offsetting changes in cash flows of hedged items. If necessary, the Company will perform an analysis to measure the statistical correlation between the derivative and the associated hedged item to determine the effectiveness of such an interest rate swap designated as a hedge. The Company will discontinue hedge accounting if it is determined that the hedge is no longer effective. In this case, the gain or loss previously deferred in accumulated OCI would be frozen until the underlying hedged instrument is delivered, unless the transactions being hedged are no longer probable of occurring in which case the amount in OCI would be immediately reclassified into earnings. See note 4, Accounting for Derivative Instruments and Hedging Activities, for more information. (l) Risks and Uncertainties Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable – trade, note receivable and derivative financial instruments. Accounts receivable are concentrated with a small group of customers and note receivable is concentrated with one customer. The concentration with these customers may impact the Company’s overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in the economic, industry, or other conditions. The Company is also exposed to credit losses in the event of noncompliance by counterparties to its derivative financial instruments. Due to the concentration of sales to a small group of customers, the Company is exposed to credit risk of potential nonperformance by its customers, which could impact liquidity if a customer was to experience financial difficulties. At December 31, 2023 and 2022, the accounts receivable with these customers totaled $0.7 million and $6.1 million, respectively. The maximum amount of loss due to credit risk, should the customers fail to perform, is the amount of the outstanding receivables and any losses associated with replacing these customers. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 18


 
Risks associated with the Company’s operations include the performance of the Facility below expected levels of efficiency and output, shutdowns due to the breakdown or failure of equipment, which could be further impacted by the inability to obtain replacement parts, or catastrophic events such as extreme weather, fires, earthquakes, floods, explosions, pandemics, or other similar occurrences affecting a power generation and energy storage facility or its energy purchaser. (m) Fair Value of Financial Instruments The Company accounts for the fair value of financial instruments in accordance with ASC 820, Fair Value Measurement, or ASC 820. The Company does not hold or issue financial instruments for trading purposes. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. • Level 2 – Inputs other than quoted prices included in Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. • Level 3 – Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. In accordance with ASC 820, the Company determines the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement in its entirety. For cash, restricted cash, accounts receivable – trade, note receivable – affiliate, accounts payable – trade, accounts payable – affiliate, and accrued liabilities, the carrying amounts approximate fair value because of the short-term maturity of those instruments and are classified as Level 1 within the fair value hierarchy. The carrying amount of the note receivable approximates fair value at December 31, 2023 and 2022 as it carries a variable interest rate. The fair value of the note receivable is based on expected future cash flows discounted at market interest rates, and is classified as Level 3 within the fair value hierarchy. The carrying amount and estimated fair value of the Company’s recorded financial instrument not carried at fair market value or that does not approximate fair value as of December 31, 2023 and 2022 is as follows (in thousands): ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 19


 
2023 2022 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, including current portion (a) $ 346,999 $ 342,979 $ 76,308 $ 75,159 (a) Excludes net debt issuance costs, as shown in note 6, Long-Term Debt. The fair value of long-term debt is based on expected future cash flows discounted at current interest rates for similar instruments with equivalent credit quality and is classified as Level 3 within the fair value hierarchy. Derivative instruments, consisting of interest rate swaps, are recorded at fair value on the Company’s consolidated balance sheets on a recurring basis and are classified as Level 2 within the fair value hierarchy as the fair value is determined using an income approach, which uses readily observable inputs, such as forward interest rates and contractual terms to estimate fair value. The fair value of each contract is discounted using a risk free interest rate. In addition, the Company applies a credit reserve to reflect credit risk, which for interest rate swaps is calculated using the bilateral method based on published default probabilities. The credit reserve is added to the discounted fair value to reflect the exit price that a market participant would be willing to receive to assume the Company’s liabilities or that a market participant would be willing to pay for the Company’s assets. For further discussion of interest rate swaps, see note 4, Accounting for Derivative Instruments and Hedging Activities. (n) Commitments and Contingencies In the normal course of business, the Company is subject to various claims and litigation. Management of the Company expects that these various litigation items will not have a material adverse effect on the results of operations, cash flows, or financial position of the Company. (o) Asset Retirement Obligations The Company accounts for its asset retirement obligations, or AROs, in accordance with ASC 410-20, Asset Retirement Obligations, or ASC 410-20. Retirement obligations associated with long- lived assets included within the scope of ASC 410-20 are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. ASC 410-20 requires an entity to recognize the fair value of a liability for an ARO in the period in which it is incurred and a reasonable estimate of fair value can be made. Upon initial recognition of a liability for an ARO, other than when an ARO is assumed in an acquisition of the related long-lived asset, the Company capitalizes the asset retirement cost by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. See note 7, Asset Retirement Obligations, for further information. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 20


 
(p) Investments Accounted for by the Equity Method The Company’s investment in Rosie BESS Devco LLC which is a variable interest entity, or VIE, where the Company is not the primary beneficiary, is accounted for by the equity method. The equity method of accounting is applied to the Rosie BESS Devco LLC investment because the ownership structure prevents the Company from exercising a controlling influence over the operating and financial policies of Rosie BESS Devco LLC. See note 8, Investments Accounted for by the Equity Method and Variable Interest Entities, for further information. (q) Tax Equity Arrangements The Company’s noncontrolling interest in subsidiaries represents the Class A Member’s interest in the net assets of Rosie TE HoldCo under a tax equity arrangement, which is consolidated by the Company. The Company has determined that the provisions in the contractual agreements of this structure represents a substantive profit sharing arrangement. Further, the Company has determined that the appropriate methodology for calculating the noncontrolling interest that reflects the substantive profit sharing arrangements is a balance sheet approach utilizing the hypothetical liquidation at book value, or HLBV, method. Under the HLBV method, the amounts reported as noncontrolling interests represent the amounts the Class A Member would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements, assuming the net assets of the funding structures were liquidated at their recorded amounts determined in accordance with U.S. GAAP. The Class A Member’s interests in the results of operations of the funding structure are determined as the difference in noncontrolling interests at the start and end of each reporting period, after taking into account any capital transactions between the structure and its investors. The calculations utilized to apply the HLBV method include estimated calculations of taxable income or losses for each reporting period. (r) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of expenses during the reporting period. Actual results may differ from those estimates. (s) Reclassifications Certain prior year amounts have been reclassified for comparative purposes. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 21


 
(3) Acquisition On December 1, 2023, Golden Fields Solar III acquired a 147-MW BESS from Rosie BESS Devco LLC that is co-located at the Facility, pursuant to an APA dated June 30, 2023. The purchase price of $69.8 million was paid utilizing the proceeds from contributions of $30.9 million representing Clearway Energy Operating LLC and HASI contributions of $15.4 million each as well as Morgan Stanley contributions of $38.9 million. At substantial completion, which is expected to occur in the first half of 2024, the Company estimates it will pay an additional $279.1 million to Clearway Renew, $61.8 million of which will be funded by Clearway Energy Operating LLC with the remaining $217.3 million to be funded through contributions from HASI of $61.8 million and Morgan Stanley of $155.5 million. In order to facilitate and fund the construction of the BESS, Rosie Class B, utilizing the proceeds from borrowings received under the refinanced debt facility, issued a loan to a consolidated subsidiary of Clearway Renew that is included in note receivable – affiliate on the Company’s consolidated balance sheet, as further discussed in note 6, Long- Term Debt, and also made equity contributions to Rosie BESS Devco LLC which is an investment accounted for under the equity method of accounting, as further discussed in note 8, Investments Accounted for by the Equity Method and Variable Interest Entities. The acquisition was determined to be an asset acquisition and the Company consolidates the BESS net assets on a prospective basis in its consolidated financial statements. The assets and liabilities transferred to the Company relate to interests under common control and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the historical cost of the Company’s net assets acquired of $265.8 million and the cash paid of $69.8 million was recorded as an adjustment to contributed capital on the Company’s consolidated statement of equity. The following is a summary of assets and liabilities transferred in connection with the acquisition as of December 1, 2023 (in thousands): Assets: Current assets $ 280 Property, plant, and equipment (a) 274,374 Total assets acquired 274,654 Liabilities: Other current and non-current liabilities (b) 8,877 Total liabilities assumed 8,877 Net assets acquired $ 265,777 (a) Includes construction in progress of $271.8 million. (b) Includes asset retirement obligation of $2.6 million. (4) Accounting for Derivative Instruments and Hedging Activities (a) Interest Rate Swaps In accordance with the financing agreement, as described in note 6, Long-Term Debt, the Company has a series of fixed for floating interest rate swaps for 95% of the outstanding refinanced term loan ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 22


 
amount and construction loan amount, intended to hedge the risks associated with floating interest rates. The Company pays its counterparty the equivalent of a fixed interest payment on a predetermined notional amount, and quarterly the Company receives the equivalent of a floating interest payment based on Daily Simple Secured Overnight Financing Rate, or Daily Simple SOFR, calculated on the same notional amount. Effective April 28, 2023, the interest rate swaps were amended and restated in connection with the reference rate reform from London Interbank Offered Rate, or LIBOR, to Daily Simple SOFR. In connection with the execution of the Company’s second amended and restated financing agreement on June 30, 2023, the Company subsequently in July 2023 novated certain of their existing interest rate swaps and entered into new and additional interest rate swap agreements. The Company also entered into five forward-starting interest rate swaps between June 29, 2023 and July 3, 2023. (b) Volumetric Underlying Derivative Transactions The notional amount of the interest rate swaps will decrease in proportion to the principal balance of the loan. The table below summarizes the outstanding notional amounts and terms of the interest rate swaps, some of which are forward starting as indicated, as of December 31, 2023 and 2022: Notional amount (in thousands) Fixed Interest Effective date 2023 2022 Rate % Maturity Date December 31, 2020 $ — $ 48,349 1.4460 July 29, 2044 (a) December 31, 2020 — 24,174 1.4460 July 31, 2044 (a) April 28, 2023 46,593 — 1.1750 - 1.2330 January 30, 2043 (b) April 28, 2023 23,296 — 1.2490 - 1.2620 January 30, 2043 (b) April 30, 2024 89,918 — 3.4390 - 3.4850 July 29, 2039 (b) April 30, 2024 22,480 — 3.4685 July 31, 2039 (b) $ 182,287 $ 72,523 (a) The interest rate swap agreements were subject to a mandatory early termination date of January 31, 2028. (b) The interest rate swap agreements are subject to a mandatory early termination date of April 30, 2029. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 23


 
(c) Fair Value of Derivative Transactions The following table summarizes the Company’s derivative assets and liabilities on the consolidated balance sheets as of December 31, 2023 and 2022 (in thousands): 2023 2022 Derivatives designated as cash flow hedges: Derivative assets: Interest rate contracts current $ 2,625 $ 2,095 Interest rate contracts long-term 8,397 9,742 Total derivative assets $ 11,022 $ 11,837 Derivative liabilities: Interest rate contracts long-term $ 1,439 $ — Total derivative liabilities $ 1,439 $ — (d) Accumulated Other Comprehensive (Loss) Income The following table summarizes the effects on the Company’s accumulated (OCL) OCI balance attributable to interest rate swaps designated as cash flow hedge derivatives (in thousands): Accumulated OCL balance at December 31, 2020 $ (3,271) Mark-to-market of cash flow hedge accounting contracts 3,830 Reclassified from accumulated OCL into income due to realization of previously deferred amounts 323 Accumulated OCI balance at December 31, 2021 882 Mark-to-market of cash flow hedge accounting contracts 10,874 Reclassified from accumulated OCI into income due to realization of previously deferred amounts 81 Accumulated OCI balance at December 31, 2022 11,837 Mark-to-market of cash flow hedge accounting contracts (1,389) Reclassified from accumulated OCI into income due to realization of previously deferred amounts (865) Accumulated OCI balance at December 31, 2023 $ 9,583 Amounts reclassified from accumulated (OCL) OCI into income are recorded to interest expense. As of December 31, 2023, $2.6 million of gains are expected to be realized from accumulated OCI during the next 12 months. Actual amounts reclassified into earnings could vary from the amounts currently recorded as a result of future changes in interest rates. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 24


 
(5) Property, Plant, and Equipment The Company’s major classes of property, plant, and equipment as of December 31, 2023 and 2022 were as follows (in thousands): 2023 2022 Depreciable lives Plant equipment $ 249,232 $ 245,921 10 - 30 years Buildings 123 123 30 years Land improvements 8,236 8,236 20 - 25 years Transmission assets 3,346 3,346 25 years Construction in progress 274,298 — — Total property, plant, and equipment 535,235 257,626 Less accumulated depreciation (28,516) (19,301) Net property, plant, and equipment $ 506,719 $ 238,325 As discussed in note 2(h), Note Receivable, the Company recorded a transmission credits refund of $3.1 million as a reduction to property, plant, and equipment for the year ended December 31, 2022. (6) Long-Term Debt Rosie Class B executed a second amended and restated financing agreement dated June 30, 2023 consisting of (i) a refinanced term loan for $77.1 million, (ii) construction loans up to $114.6 million, which will convert to a term loan upon the BESS reaching substantial completion, (iii) tax equity bridge loans up to $188.3 million, which will be repaid with tax equity proceeds received upon the BESS reaching substantial completion, (iv) an increase to the letter of credit sublimit to $41.4 million, and (v) an extension of the maturity date of the term loan and construction loans to five years subsequent to term conversions. During the year ended December 31, 2023, Rosie Class B received total loan proceeds of $264.6 million, which was comprised of $114.6 million in construction loans and $155.3 million in tax equity bridge loans, net of $5.3 million in debt issuance costs that were deferred. The maturity date of the tax equity bridge loan is earliest of term conversion date or April 30, 2024, with a final maturity date of the term loan scheduled for April 30, 2029. The construction loan has an interest rate of Daily Simple SOFR plus an applicable margin of 1.375% per annum. The tax equity bridge loan has an interest rate of Daily Simple SOFR plus an applicable margin of 1.25% per annum. In addition to interest on the outstanding borrowings, Rosie Class B pays a quarterly commitment fee on each of the unused portions of the construction loan equal to 0.375% per annum. The term loan has an interest rate of Daily Simple SOFR plus an an applicable margin, which is 1.375% per annum from June 30, 2023 through the term conversion date of the construction loan. Both term loans will bear interest at a rate of Daily Simple SOFR plus an an applicable margin, which is 1.75% per annum through the fourth anniversary of the term conversion, and 1.875% per annum thereafter through the term loan maturity date. The loans are secured by Rosie Class B’s interests in the Facility. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 25


 
Prior to the refinancing on June 30, 2023, Rosie DevCo LLC and Rosie Class B were party to a financing agreement consisting of a $76.1 million term loan and a letter of credit facility of up to $23.8 million with a maturity date of December 31, 2027. Interest accrued at three-month LIBOR plus an applicable margin of 1.75% per annum prior to the refinancing in 2023. On July 3, 2023, Rosie Class B issued a loan to a consolidated subsidiary of Clearway Renew, utilizing a portion of the loan proceeds under the amended financing agreement, in order to finance the construction of the BESS. On December 1, 2023, Golden Fields Solar III acquired the BESS from Rosie BESS Devco LLC for initial cash consideration of $69.8 million, as further discussed in note 3, Acquisition, and a consolidated subsidiary of Clearway Renew utilized the funds to partially repay the loan. As of December 31, 2023, the loan had an aggregate principal amount of $173.9 million. The loan bears interest at a fixed annual rate of 9.00% and matures the earlier of April 30, 2024 or when the BESS reaches substantial completion, which is expected to occur in the first half of 2024, and is included in note receivable – affiliate on the Company’s consolidated balance sheet. Also during the year ended December 31, 2023, Rosie Class B utilized a portion of the loan proceeds received under the amended financing agreement to contribute $18.2 million into Rosie BESS Devco LLC, which is an investment accounted for under the equity method of accounting, as further described in note 8, Investments Accounted for by the Equity Method and Variable Interest Entities. As of December 31, 2023, Rosie Class B had issued letters of credit of $24.2 million to support the Company’s Facility agreements and the BESS PPA. Rosie Class B pays on a quarterly basis a letter of credit fee on issued amounts under the letter of credit facilities of 1.375% per annum. In addition, Rosie Class B pays quarterly commitment fees on any of the unused portions of the letter of credit commitments equal to 0.375% per annum. Rosie Class B entered into interest rate swap agreements to hedge the majority of the variable interest rate exposure under the term loan and construction loan. For further details regarding the interest rate swap agreements, see note 4, Accounting for Derivative Instruments and Hedging Activities. As of December 31, 2023 and 2022, long-term debt consists of the following (in thousands): 2023 2022 Term loan $ 77,095 $ 76,308 Construction loan 114,565 — Tax equity bridge loan 155,339 — Total long-term debt (including current maturities) 346,999 76,308 Less current maturities (41,820) (2,608) Less debt issuance costs, net (4,357) (1,055) Long-term debt (a) $ 300,822 $ 72,645 (a) See above and note 3, Acquisition, for information regarding the repayment of the tax equity bridge loan and conversion of the construction loan to a term loan in 2024. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 26


 
Distributions from the Company are subject to the terms and conditions defined in the financing agreement, including a condition to meet a required debt service coverage ratio of 1.20 to 1.0. At December 31, 2023, the Company is not subject to the requirements to perform the calculation or make distributions until on or after the end of the first full calendar quarter after term conversions. In March 2020, the FASB issued ASU No. 2020-4, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provided for optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. These amendments applied only to contracts that referenced LIBOR or another reference rate expected to be discontinued because of reference rate reform, which affected certain of the Company’s debt and interest rate swap agreements. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-6, Deferral of the Sunset Date of Reference Rate Reform, to extend the end of the transition period to December 31, 2024. As of December 31, 2023, all of the applicable contracts that previously used LIBOR as a reference rate were amended and the Company elected to apply the practical expedient provided in the standard. The adoption did not have a material impact on the Company’s consolidated financial statements. (7) Asset Retirement Obligations The Company’s AROs are primarily related to future costs associated with site reclamation, facilities dismantlement, and removal of environmental hazards. Revisions to the ARO estimates were driven by an updated third-party evaluation of the underlying costs associated with performing the Company’s obligations for retirement of the assets. The following table represents the balance of the AROs, along with the related activity for the year ended December 31, 2023 (in thousands): Balance as of December 31, 2022 $ 5,778 Acquired liabilities 2,617 Revisions in estimated cash flows 694 Accretion expense 459 Balance as of December 31, 2023 $ 9,548 ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 27


 
(8) Investments Accounted for by the Equity Method and Variable Interest Entities, or VIEs Equity Method Investment On June 30, 2023, the Company, through its subsidiary, Rosie Class B, became the owner of the Class B membership interests of Rosie BESS Devco LLC in order to facilitate and fund the construction of the BESS that is co-located at the Facility. Clearway Renew indirectly owns the Class A membership interests and controls Rosie BESS Devco LLC. The Company accounts for its investment in Rosie BESS Devco LLC as an equity method investment. As of December 31, 2023, the Company’s investment consisted of $28.0 million contributed into Rosie BESS Devco LLC, funded through contributions from Clearway Energy Operating LLC and HASI. The Company’s maximum exposure to loss as of December 31, 2023 is limited to its equity investment. On December 1, 2023, Golden Fields Solar III acquired the BESS from Rosie BESS Devco LLC, as further discussed in note 3, Acquisition. When the BESS reaches substantial completion, which is expected to occur in the first half of 2024, Rosie BESS Devco LLC will return Rosie Class B’s equity investment. The following tables present summarized financial information of the equity investment in affiliate (in thousands): Year ended December 31, 2023 Revenues $ — Operating loss (482) Net loss (482) As of December 31, 2023 Current assets $ — Non-current assets — Current liabilities 1 Non-current liabilities — ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 28


 
Entities that are Consolidated The Company has a controlling financial interest in Rosie TE Holdco, a tax equity arrangement entered into with a third party, which has been identified as a VIE under ASC 810, Consolidations. As described in note 1, Nature of Business, the Company's subsidiary, Rosie Class B, is the Class B Member of the Rosie TE HoldCo tax equity arrangement and under the Amended and Restated Limited Liability Company Agreement, or original Rosie TE HoldCo LLCA, Rosie Class B conducts and directs all operating activities of Rosie TE HoldCo and is obligated to obtain and maintain letters of credit, guarantees or other security as required by the terms of any major agreement entered into by Golden Fields Solar III. The Company, through its ownership of Rosie Class B, consolidates Rosie TE HoldCo, as it is the primary beneficiary through its role as the managing member of the tax equity arrangement, and has the ability to direct the activities that most significantly impact the economics of the business. Rosie Class B also has an obligation to absorb losses as well as the right to receive residual returns, through its ownership interests. Accordingly, Rosie Class B continues to consolidate Rosie TE HoldCo subsequent to the sale of Class A membership interests to Morgan Stanley on November 20, 2020. The Company shows the Class A membership interests owned by Morgan Stanley as noncontrolling interests on the Company’s consolidated balance sheet. On October 14, 2022, Rosie Class B executed an amendment of the original Rosie TE HoldCo LLCA with respect to acquiring CRRs by adding a new section regarding Energy Trading and Risk Management. The amendment specifies that Golden Fields Solar III may participate in CRR transactions in the CAISO CRR market directly or through Tenaska Power Services for all calendar quarters except that CRR transactions shall not be scheduled for nor executed for the third quarter, and all CRR transactions are subject to restrictions as defined in the amendment. See note 2(j) Revenue Recognition, for information on the acquisition of CRRs. On June 30, 2023, Rosie Class B executed a Second Amended and Restated Limited Liability Company Agreement in connection with the acquisition of the BESS. The Company concluded that there have been no substantive changes to the management provisions and rights discussed above and accordingly, Rosie Class B continues to consolidate Rosie TE HoldCo as the primary beneficiary. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 29


 
The summarized financial information for Rosie TE HoldCo consisted of the following (in thousands): As of December 31, 2023 2022 Other current and non-current assets $ 24,285 $ 29,548 Property, plant, and equipment, net 506,719 238,325 Total assets 531,004 267,873 Current liabilities 6,560 4,956 Non-current liabilities 24,570 20,722 Total liabilities 31,130 25,678 Net assets $ 499,874 $ 242,195 (9) Related Party Transactions The Company has the following related party transactions and relationships in addition to the note receivable – affiliate described in note 6, Long-Term Debt and the lease agreement described in note 10, Leases. Amounts due to Clearway Energy Group subsidiaries are recorded as accounts payable – affiliate and amounts due to the Company from Clearway Energy Group subsidiaries are recorded as accounts receivable – affiliate on the Company’s consolidated balance sheets. These account balances are netted by affiliate party. The Company has a Management Services Agreement for asset management and administration services with Clearway Asset Services LLC, a subsidiary of Clearway Energy Group. The agreement has an initial term of ten years commencing on December 21, 2020 with provisions for extension until terminated. The agreement provides for the payment of fixed fees that escalate annually, as defined in the agreement, and for the reimbursement of reasonable expenses incurred in connection with its services. For the years ended December 31, 2023 and 2022, the Company incurred costs of approximately $19 thousand and $37 thousand, respectively, under this agreement. These costs are included in cost of operations in the consolidated statements of operations and comprehensive income. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 30


 
Golden Fields Solar III executed a Construction Management Agreement with Renewables Construction LLC, or Renewables Construction, a subsidiary of Clearway Renew, effective June 30, 2023 through the three months following the commercial operations date. Under the terms of the agreement, Renewables Construction will provide certain construction management and administrative services for the BESS. As full compensation for the services provided, Renewables Construction will be paid a service fee of $3.8 million. The service fee is payable on or before the commercial operation capital contribution date. For the year ended December 31, 2023, the Company incurred costs of $426 thousand under this agreement, all of which were capitalized and reflected in property, plant, and equipment, net on the consolidated balance sheet. As of December 31, 2023, $2.6 million have been incurred under this agreement, all of which were capitalized and reflected in property, plant, and equipment, net on the consolidated balance sheet. Rosie TE Holdco had a Project Administration Agreement, or PAA, with Clearway Asset Services LLC with an initial term of twenty years commencing on February 25, 2020, with provisions for extension until terminated. On June 30, 2023, Rosie TE Holdco entered into an amended PAA with Clearway Asset Services LLC and Rosie BESS DevCo LLC, subsidiaries of Clearway Energy Group. The amended PAA has an initial term of ten years commencing on June 30, 2023, with provisions for extension until terminated. The PAA provides for the payment of fixed fees that escalate annually, as defined in the agreement, and for the reimbursement of reasonable expenses incurred in connection with its services. For the years ended December 31, 2023, 2022 and 2021, the Company incurred costs of $228 thousand, $187 thousand and $183 thousand, respectively, under this agreement. These costs are included in cost of operations in the consolidated statements of operations and comprehensive income. Golden Fields Solar III had an amended Operation and Maintenance Agreement, or O&M Agreement, with Clearway Renewable Operation & Maintenance LLC, or RENOM, a subsidiary of Clearway Energy Group, with an initial term of twenty years commencing on February 25, 2020. On June 30, 2023, Golden Fields Solar III entered into a second and amended O&M Agreement, with an initial term of ten years from the substantial completion date of the BESS and will automatically renew for an additional five year period unless terminated by either party as provided for in the agreement. Golden Fields Solar III is obligated to reimburse RENOM its mobilization fees with respect to the BESS, commissioning and start-up expenses, direct operating expenses, capital improvement expenses, and corporate overhead expenses. The O&M Agreement also requires Golden Fields Solar III to pay an annual profit fee to RENOM, with an annual escalation of 2.25% commencing January 1, 2024 increased from 2.00%, if certain conditions are met. For the years ended December 31, 2023, 2022 and 2021, the Company incurred costs of $2.0 million, $1.8 million and $1.3 million, respectively, under this agreement. These costs are included in cost of operations in the consolidated statements of operations and comprehensive income. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 31


 
(10) Leases Golden Fields Solar III was assigned a solar facility ground lease agreement with HA Rosamond LLC, an affiliate of HASI, which grants Golden Fields Solar III nonexclusive easement rights to use the land on which the solar power facilities are located for a period of 35 years commencing June 15, 2017. On November 18, 2020, Golden Fields Solar III entered into a solar facility ground lease agreement with Rosie Land Holdings LLC, a subsidiary of Clearway Renew, which grants Golden Fields Solar III nonexclusive easement rights to use the land on which the solar power facilities are located for a period of 35 years through March 31, 2056. Golden Fields Solar III has the right to extend the terms for two additional five-year periods. Lease expense for each of the years ended December 31, 2023, 2022 and 2021 was $1.1 million. These costs are included in cost of operations in the consolidated statements of operations and comprehensive income. Operating lease information as of December 31, 2023 and 2022 was as follows (in thousands, except term and rate): 2023 2022 Right-of-use assets - operating leases, net $ 13,643 $ 13,899 Short-term lease liability - operating leases $ (78) $ (91) Long-term lease liability - operating leases 15,022 14,944 Total lease liabilities $ 14,944 $ 14,853 Weighted average remaining lease term 32 years 33 years Weighted average discount rate 5.49 % 5.49 % Year ended December 31, 2023 2022 Cash paid for operating leases $ 726 709 ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 32


 
Minimum future rental payments of operating lease liabilities as of December 31, 2023 are as follows (in thousands): 2024 $ 744 2025 763 2026 782 2027 802 2028 822 Thereafter 31,162 Total lease payments 35,075 Less imputed interest (20,131) Total lease liability - operating leases $ 14,944 (11) Subsequent Events The Company has evaluated subsequent events from the balance sheet date through March 15, 2024, the date at which the consolidated financial statements were available to be issued, and determined that there are no other items to disclose. ROSIE TARGETCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 33


 
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DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2023 (With Report of Independent Auditors)


 
DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Table of Contents Page Report of Independent Auditors 1 Consolidated Balance Sheet — December 31, 2023 3 Consolidated Statement of Operations — Period from February 17, 2023 through December 31, 2023 4 Consolidated Statement of Equity — Period from February 17, 2023 through December 31, 2023 5 Consolidated Statement of Cash Flows — Period from February 17, 2023 through December 31, 2023 6 Notes to Consolidated Financial Statements 7


 
Ernst & Young, LLP One Commerce Square, Suite 700, Philadelphia, Pennsylvania 19103 Tel: 215 448 5000 Fax: 215 448 4069 ey.com Report of Independent Auditors The Members Daggett Renewable Holdco LLC Opinion We have audited the consolidated financial statements of Daggett Renewable Holdco LLC and subsidiaries (the Company), which comprise the consolidated balance sheet as of December 31, 2023, and the related consolidated statements of operations, equity and cash flows for the period from February 17, 2023 through December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the period from February 17, 2023 through December 17, 2023 in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood


 
that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we:  Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.  Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. March 28, 2024


 
DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Consolidated Balance Sheet December 31, 2023 (In thousands) Assets 2023 Current assets: Cash $ 3,641 Restricted cash 18,675 Accounts receivable – trade 5,837 Accounts receivable – affiliate 42 Derivative instruments 5,047 Prepayments and other current assets 1,848 Total current assets 35,090 Property, plant, and equipment, net 587,625 Other assets: Right-of-use assets, net 30,661 Derivative instruments 23,060 Other non-current assets 142 Total other assets 53,863 Total assets $ 676,578 Liabilities and Equity Current liabilities: Current maturities of long-term debt $ 396 Accounts payable – trade 9,400 Accounts payable – affiliate 440 Accrued liabilities 90 Lease liabilities (298) Total current liabilities 10,028 Other liabilities: Long-term debt 214,198 Asset retirement obligations 4,267 Long-term lease liabilities 33,525 Total other liabilities 251,990 Total liabilities 262,018 Commitments and contingencies Equity: Members’ equity 272,280 Noncontrolling interest 142,280 Total equity 414,560 Total liabilities and equity $ 676,578 See accompanying notes to consolidated financial statements. 3


 
DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Consolidated Statement of Operations Period from February 17, 2023 through December 31, 2023 (In thousands) 2023 Operating revenues: Total operating revenues $ 13,205 Operating costs and expenses: Cost of operations 4,067 Depreciation and accretion 6,310 Total operating costs and expenses 10,377 Operating income 2,828 Other income (expense): Interest income 2,198 Loss on debt extinguishment (2,667) Interest expense (4,532) Total other expense (5,001) Net loss (2,173) Less: net loss attributable to noncontrolling interest (159,457) Net income attributable to Daggett Renewable Holdco LLC and subsidiaries $ 157,284 See accompanying notes to consolidated financial statements. 4


 
DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Consolidated Statement of Equity Period from February 17, 2023 through December 31, 2023 (In thousands) Daggett Solar HA Lighthouse Investment LLC LLC Contributed Contributed Retained Noncontrolling Total capital capital earnings interest equity Balance at February 17, 2023 $ — $ — $ — $ — $ — Net income (loss) — — 157,284 (159,457) (2,173) Acquisition of Daggett Solar Power 3 LLC 14,219 — — — 14,219 Cash contributions 149,895 129,378 — 314,890 594,163 Cash distributions (178,186) — — — (178,186) Non-cash distributions (310) — — — (310) Payment of transaction costs — — — (13,153) (13,153) Balance at December 31, 2023 $ (14,382) $ 129,378 $ 157,284 $ 142,280 $ 414,560 See accompanying notes to consolidated financial statements. 5


 
DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Consolidated Statement of Cash Flows Period from February 17, 2023 through December 31, 2023 (In thousands) 2023 Cash flows from operating activities: Net loss $ (2,173) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and accretion 6,310 Amortization of debt issuance costs 216 Loss on debt extinguishment 2,667 Reduction in carrying amount of right-of-use assets 589 Changes in derivative instruments (1,363) Cash (used) provided by changes in other working capital: Accounts receivable – trade (5,837) Accounts receivable – affiliate (42) Prepayments and other current assets (2,014) Other non-current assets (142) Accounts payable – trade 1,438 Accounts payable – affiliate (96) Accrued liabilities 90 Accrued interest expense (137) Operating lease liabilities 125 Net cash used by operating activities (369) Cash flows from investing activities: Capital expenditures (116,165) Acquisition of Daggett Solar Power 3 LLC 3,747 Net cash used by investing activities (112,418) Cash flows from financing activities: Proceeds from issuance of long-term debt 36,126 Payments for long-term debt (303,847) Contributions from members 279,273 Contributions from noncontrolling interests 314,890 Distributions to members (178,186) Payment of transaction costs (13,153) Net cash provided by financing activities 135,103 Net increase in cash and restricted cash 22,316 Cash and restricted cash at beginning of period — Cash and restricted cash at end of period $ 22,316 Supplemental disclosures: Interest paid, net of amount capitalized $ 6,718 Non-cash investing activities: Reductions to fixed assets for revised capitalized asset retirement costs (14) Increase to fixed assets for capitalized debt issuance costs 547 Increase to fixed assets for transfer of prepaid insurance 196 See accompanying notes to consolidated financial statements. 6


 
(1) Nature of Business Daggett Renewable Holdco LLC, or Daggett Renewable Holdco, and subsidiaries, or the Company, a Delaware limited liability company, was formed on October 26, 2021 and is a partnership between Daggett Solar Investment LLC, a subsidiary of Clearway Energy Operating LLC, HA Lighthouse LLC, or HASI, a cash equity investor, and Clearway Renew LLC, or Clearway Renew, a direct wholly-owned subsidiary of Clearway Energy Group LLC, or Clearway Energy Group. Clearway Renew’s membership interests in Daggett Renewable Holdco are not participating interests and provide for the potential future allocation of cash in the event of excess returns on the investment by HASI. From October 26, 2021 through February 16, 2023, Daggett Renewable Holdco had no activity. On February 17, 2023, through its consolidated subsidiaries (shown in the diagram below), Daggett Renewable Holdco acquired Daggett Solar Power 3, LLC, or Daggett Solar Power 3, a 300-megawatt, or MW, solar photovoltaic power generating facility that is paired with 149 MW of energy storage and located in San Bernardino, California, collectively referred to as the Facility. See note 3, Acquisition, for further information about the acquisition. Also on February 17, 2023, Daggett Solar Investment LLC acquired the Class A membership interests in Daggett TargetCo LLC, or Daggett TargetCo, for cash consideration of $20.5 million and HASI acquired the Class B membership interests in Daggett TargetCo for cash consideration of $129.4 million from Clearway Renew. Daggett Solar Investment LLC and HASI then contributed their Class A and B membership interests, respectively, into Daggett Renewable Holdco, that consolidates Daggett TargetCo. Daggett TargetCo consolidates, through its wholly-owned subsidiary Daggett Class B LLC, or Daggett Class B, as primary beneficiary, Daggett TE Holdco LLC, or Daggett TE Holdco, a tax equity fund that indirectly owns Daggett Solar Power 3, as further described in note 8, Variable Interest Entities. Daggett TE Holdco is a tax equity arrangement between Daggett Class B and a tax equity investor, JPM Capital Corporation, or JPM Capital. Concurrently with the acquisition on February 17, 2023, in accordance with the Equity Capital Contribution Agreement, or ECCA, between the members, JPM Capital made its initial tax equity contribution of $62.4 million, distributed and held in an escrow account by Daggett Class B, and acquired the Class A membership interests in Daggett TE Holdco, whereas Daggett Class B retained the Class B membership interests. On December 1, 2023, JPM Capital made an additional contribution of $252.5 million upon the Facility reaching substantial completion. Tax equity proceeds were used for the repayment of the debt acquired in the acquisition and transaction expenses as described further in note 6, Long-Term Debt. Clearway Energy Operating LLC is a wholly-owned subsidiary of Clearway Energy LLC, which is owned by Clearway Energy, Inc. and Clearway Energy Group. Clearway Energy Group is equally owned by Global Infrastructure Partners III and TotalEnergies SE. As of December 31, 2023, Clearway Energy, Inc., through its ownership of Class A and Class C common stock, had a 57.90% economic interest in Clearway Energy LLC, while Clearway Energy Group, through its ownership of Class B and Class D common stock, had a 54.91% voting interest in Clearway Energy, Inc. and a 42.10% economic interest in Clearway Energy LLC. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 7


 
The diagram below represents a summarized structure of the Company as of December 31, 2023: DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 8


 
A summary of the major agreements entered into by the Company is set forth below: (a) Limited Liability Company Agreement The Company is governed by an amended and restated limited liability company agreement, or LLCA, dated February 17, 2023. The LLCA provides for allocations of income, taxable items and available cash to its members, which are 25% to Daggett Solar Investment LLC, the Class A Member, and 75% to HASI, the Class B Member, except that allocations of available cash are first utilized to pay back member loans, if any. In addition, subsequent to November 20, 2035, up to 90% of the Class A Member’s cash may be allocated to the Class B Member under the provisions of a related agreement, which provides a reallocation of cash in order to ensure that the Class B Member achieves its target return on investment. If the Class B Member achieves a return above a specified threshold, certain amounts may be allocated to Clearway Renew, through its ownership of the Class C membership interests. In accordance with the provision of the LLCA, the Class A Member is the Manager, as defined, and conducts the activities of the Company on behalf of the members. The Manager has engaged Clearway Asset Services LLC to perform certain of its duties as Manager. All management services provided are at the direction of the Manager and the Manager retains its obligations with respect to its duties and responsibilities. See note 9, Related Party Transactions, for further detail. In addition, the LLCA establishes both a review committee, which is responsible for material decisions that protect the interests of both the Class A Member and Class B Member, and is comprised of two members appointed by each of the Class A Member and Class B Member, and an operations committee, which is responsible for advising the Company and the review committee with respect to the Company’s operations. (b) Power Purchase Agreements and Long-Term Resource Adequacy Agreement Daggett Solar Power 3 is contracted under the following power purchase agreements, or PPAs, and a long-term resource adequacy agreement to deliver the energy output of the Facility as well as energy storage capacity, resource adequacy, and renewable energy attributes. The PPAs, as amended, provide for the sale of energy based on a fixed price applied to actual production amounts. The PPAs also provide for storage payments based on a fixed price applied to the monthly storage contract capacity multiplied by an efficiency factor and availability adjustment as defined in the agreements. In addition, the Company intends to qualify for and utilize the investment tax credit. Under the terms of the PPA agreements, Daggett Solar Power 3 has guaranteed certain performance output that if not achieved could result in the payment of shortfall amounts commencing with the commercial operations date, or COD. A delay in the guaranteed COD resulted in payment of delay damages to the offtakers as defined in the agreements. The Company incurred $310 thousand in damages related to the delay in COD, which Clearway Renew agreed to pay. Accordingly, the Company recorded a non- cash distribution to Clearway Renew in the consolidated statement of equity for the period from February 17, 2023 through December 31, 2023. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 9


 
Effective COD Contract capacity Energy storage capacity Offtaker date date (MW) (MW) Term (a) Renewable PPAs: Marin Clean Energy 9/25/2020 8/25/2023 110 60 15 years Clean Power Alliance of Southern California 10/2/2020 11/17/2023 123 61.5 15 years Ava Community Energy Authority (b) 9/29/2021 9/5/2023 50 12.5 15 years Exelon Generation Company, LLC 6/8/2021 7/14/2023 17 15 10 years Pacific Gas and Electric Company (c) 12/10/2020 9/1/2023 — — 15 years 300 149 (a) PPA term effective through 10th or 15th anniversary of COD date as defined in PPA. (b) Effective November 29, 2023, East Bay Community Energy Authority was renamed to Ava Community Energy Authority. (c) Represents a long-term resource adequacy agreement to sell 15 MW of resource adequacy at a fixed price. (c) Balance of Plant Engineering, Procurement and Construction, or EPC, Agreement Daggett Solar Power 3 is party to an amended and restated fixed-price EPC agreement with D.H. Blattner & Sons, Inc., or Blattner, for the engineering, construction, and commissioning of the Facility for $230.9 million, that was subject to price adjustments as defined in the agreement. During the period from February 17, 2023 through December 31, 2023, the Company incurred costs under this agreement of $6.1 million, all of which were capitalized and reflected in property, plant, and equipment, net on the Company’s consolidated balance sheet. Amounts due to Blattner of $4.1 million are included in accounts payable – trade as of December 31, 2023, of which the Company received a $3.2 million credit and paid the outstanding balance during the first quarter of 2024. Daggett Solar Power 3’s obligations have been fulfilled under this agreement. (d) Equipment Supply Contracts and Maintenance Agreement Equipment Supply Contracts Clearway Renew is party to an Equipment Supply Agreement with JA Solar USA Inc., or JA Solar, for which the Company has the ability but not the obligation to purchase solar photovoltaic energy generating modules. Daggett Solar Power 3 entered into a First Amended and Restated Purchase Order supplementing the agreement between Clearway Renew and JA Solar by adjusting the price and schedule for delivery of the modules. During the period from February 17, 2023 through December 31, 2023, Daggett Solar Power 3 incurred costs related to modules of $15.4 million, all of which were capitalized and reflected in property, plant, and equipment, net on the Company’s consolidated balance sheet. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 10


 
Daggett Solar Power 3 is party to an Equipment Supply Contract with Wärtsilä North America, Inc., or Wärtsilä North America, for energy storage equipment and services totaling $130.4 million, that was subject to price adjustments as defined in the contract. During the period from February 17, 2023 through December 31, 2023, the Company incurred costs under this agreement of $13.4 million, all of which were capitalized and reflected in property, plant, and equipment, net on the Company’s consolidated balance sheet. Daggett Solar Power 3’s obligations have been fulfilled under this agreement. Maintenance Agreement In addition, Daggett Solar Power 3 contracted with Wärtsilä North America to provide certain maintenance services for the battery energy storage system. The agreement has an initial term of ten years commencing on August 11, 2023, and will automatically renew for additional five year periods unless terminated by either party as provided for in the agreement. The agreement provides for payment of annual fixed fees, warranty fees, and capacity management fees. During the period from February 17, 2023 through December 31, 2023, the Company incurred costs under this agreement of $2.0 million, of which $463 thousand representing annual fixed and warranty fees was included in cost of operations in the consolidated statement of operations, $916 thousand representing capacity management fees was capitalized and reflected in property, plant, and equipment, net and $648 thousand representing prepaid annual fixed and warranty fees was included in prepayments and other current assets on the Company’s consolidated balance sheet. Amounts due to Wärtsilä North America of $2.0 million are included in accounts payable – trade as of December 31, 2023. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The Accounting Standards Codification, or ASC, established by the Financial Accounting Standards Board, or FASB, is the source of authoritative U.S. GAAP to be applied by nongovernmental entities. The consolidated financial statements include the Company’s accounts and operations and those of its subsidiaries in which the Company has a controlling financial interest. All significant intercompany transactions and balances have been eliminated in the consolidated financial statements. The usual condition for a controlling financial interest is ownership of the majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of ASC 810, Consolidations, to determine when an entity that is not controlled through its voting interests should be consolidated. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 11


 
(b) Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the consolidated statement of cash flows as of December 31, 2023 (in thousands): 2023 Cash $ 3,641 Restricted cash 18,675 Cash and restricted cash shown in the consolidated statement of cash flows $ 22,316 Restricted cash consists primarily of funds held in construction completion reserves which were funded by the tax equity investor. (c) Accounts Receivable – Trade Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The majority of the Company’s customers typically receive invoices monthly with payment due within 30 days. There was no allowance for credit losses as of December 31, 2023. (d) Property, Plant, and Equipment Property, plant, and equipment are stated at cost; however, impairment adjustments are recorded whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Significant additions or improvements extending asset lives are capitalized as incurred, while repairs and maintenance that do not improve or extend the life of the respective asset are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Certain assets and their related accumulated depreciation amounts are adjusted for asset retirements and disposals with the resulting gain or loss included in cost of operations in the consolidated statement of operations. See note 5, Property, Plant, and Equipment, for additional information. Interest incurred on funds borrowed to finance capital projects is capitalized until the project under construction is ready for its intended use. The amount of interest capitalized for the period from February 17, 2023 through December 31, 2023 was $17.8 million, which includes amortized debt issuance costs of $547 thousand. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 12


 
(e) Asset Impairments Long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. Such reviews are performed in accordance with ASC 360, Property, Plant, and Equipment. An impairment loss is indicated if the total future estimated undiscounted cash flows expected from an asset are less than its carrying amount. An impairment charge is measured as the excess of an asset’s carrying amount over its fair value with the difference recorded in operating costs and expenses in the consolidated statement of operations. Fair values are determined by a variety of valuation methods, including third-party appraisals, sales prices of similar assets, and present value techniques. There were no indicators of impairment loss as of December 31, 2023. (f) Debt Issuance Costs Debt issuance costs consist of legal fees and closing costs incurred by the Company in obtaining its financing. These costs are capitalized and amortized to interest expense on a basis which approximates the effective interest method over the term of the financing obligation and are presented on the balance sheets as a direct deduction from the carrying amount of the related debt. Prior to reaching COD, these amortized amounts were included in the calculation of capitalized interest. Amortization expense, included in interest expense in the consolidated statement of operations, was $216 thousand for the period from February 17, 2023 through December 31, 2023. In addition, Daggett Solar Power 3 recorded a $2.7 million loss on extinguishment of debt associated with writing off a portion of the debt issuance costs for the period from February 17, 2023 through December 31, 2023. (g) Leases The Company accounts for leases under ASC 842, Leases, or ASC 842. ASC 842 requires the establishment of a lease liability and related right-of-use asset for all leases with a term longer than 12 months. The Company evaluates each arrangement at inception to determine if it contains a lease. The Company has elected to apply the practical expedient to not separate lease and non-lease components of the leases. The Company records its operating lease liabilities at the present value of the lease payments over the lease term at lease commencement date. Lease payments include fixed payment amounts. The Company determines the relevant lease term by evaluating whether renewal and termination options are reasonably certain to be exercised. The Company uses its incremental borrowing rate to calculate the present value of the lease payments, based on information available at the lease commencement date. All of the Company’s leases are operating leases. See note 2(i), Revenue Recognition, below and note 10, Leases, for information on the Company’s leases. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 13


 
(h) Income Taxes For the period February 17, 2023 through December 31, 2023, the Company is classified as a partnership for federal and state income tax purposes. Therefore, federal and state income taxes are assessed at the partner level. Accordingly, no provision has been made for federal or state income taxes in the accompanying consolidated financial statements. The Company has determined that, based on a more-likely-than not evaluation of the tax positions taken, there are no material uncertain tax positions to be recognized as of December 31, 2023 by the Company. (i) Revenue Recognition Power Purchase Agreements The Company sells power and battery storage to offtakers under PPAs as described in note 1(b), Power Purchase Agreements and Long-Term Resource Adequacy Agreement. The PPAs with respect to power sales are derivative financial instruments that qualify for the normal purchase normal sale exception and as such, are accounted for under the revenue recognition guidance in ASC 606, Revenue from Contracts with Customers, or ASC 606, and revenue is recognized when the underlying power is delivered. Revenue from the sale of bundled RECs under the renewable PPAs is recognized when the related energy is generated and simultaneously delivered to the market, even in cases where there is a certification lag as it has been deemed to be perfunctory as this is the point in time in which the performance obligation is satisfied and control of the REC is transferred to the customer. In such cases, it is often unnecessary to allocate transaction price to multiple performance obligations. Lease Revenue The Company accounts for the battery storage component recognized under the PPAs as operating leases in accordance with ASC 842. The battery storage component includes variable payments not based on an index or rate and sales-type lease treatment would result in a loss at lease commencement. ASC 842 requires the minimum lease payments received to be amortized over the term of the lease and contingent rentals are recorded when the achievement of the contingency becomes probable. Judgment is required by management in determining the economic life of each generating facility, in evaluating whether certain lease provisions constitute minimum payments or represent contingent rent and other factors in determining whether a contract contains a lease and whether the lease is an operating lease or finance lease. The battery storage component of the PPAs has fixed capacity payments treated as minimum lease payments and variable amounts recorded as contingent rent on an actual basis when electricity is delivered. The Company recognizes the fixed capacity payments over the term of the PPAs. See note 10, Leases, for information on minimum future lease payments. The contingent lease revenue recognized for the period from February 17, 2023 through December 31, 2023 was $72 thousand. Unbundled Renewable Energy Credits, or RECs, Revenue The Company’s PPA with Exelon Generation Company, LLC provides for the sale of RECs separately. RECs are sold at a fixed price per MWh as defined in the agreement. REC revenue is recognized when the related energy is generated and simultaneously delivered to the market, even in DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 14


 
cases where there is a certification lag as it has been deemed to be perfunctory, as this is the point in time in which the performance obligation is satisfied and control of the REC is transferred to the customer. This revenue is accounted for in accordance with ASC 606, utilizing the invoicing practical expedient, which represents the RECs delivered. Capacity Revenue The Company’s PPA with Pacific Gas and Electric Company provides for the sale of resource adequacy for 15 MW sold at a fixed price as defined in the agreement. The Company accounts for revenue recognized under its long-term resource adequacy agreement in accordance with ASC 606. Disaggregated Revenues The following table represents the Company’s disaggregation of revenue from contracts with customers for the period from February 17, 2023 through December 31, 2023 (in thousands): 2023 Energy revenues $ 10,290 Capacity revenues 2,699 REC revenues 216 Total operating revenues 13,205 Less: Lease revenue (2,577) Total revenue from contracts with customers $ 10,628 Contract Balances The following table reflects the contract assets in the Company’s consolidated balance sheet as of December 31, 2023 (in thousands): 2023 Accounts receivable – contracts with customers $ 3,954 Accounts receivable – leases 1,791 Accounts receivable – other 92 Total accounts receivable – trade $ 5,837 DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 15


 
(j) Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC 815, Derivatives and Hedging, which requires the Company to recognize all derivative instruments on the balance sheet as either assets or liabilities and to measure them at fair value each reporting period unless they qualify for a normal purchase normal sale exception. The Company uses interest rate swaps to manage its interest rate exposure on long-term debt, which are not designated as cash flow hedges. Changes in the fair value of non-hedge derivatives are immediately recognized in earnings. Cash flows from derivatives not designated as cash flow hedges are classified as operating activities in the consolidated statement of cash flows. See note 4, Accounting for Derivative Instruments and Hedging Activities, for more information. (k) Risks and Uncertainties Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of accounts receivable – trade and derivative financial instruments. Accounts receivable are concentrated with utility companies and electricity providers. The concentration of sales to a small group of customers may impact the Company’s overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry, or other conditions. However, the Company believes that the credit risk posed by such concentrations is offset by the diversification and creditworthiness of its customer base. The Company is also exposed to credit losses in the event of noncompliance by counterparties to its derivative financial instruments. Risks associated with the Company’s operations include the performance of the Facility below expected levels of efficiency, output and storage capacity, shutdowns due to the breakdown or failure of equipment, which could be further impacted by the inability to obtain replacement parts, or catastrophic events such as extreme weather, fires, earthquakes, floods, explosions, pandemics, or other similar occurrences affecting a power generation and energy storage facility or its energy purchasers. (l) Fair Value Measurements The Company accounts for the fair value of financial instruments in accordance with ASC 820, Fair Value Measurement, or ASC 820. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 16


 
ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. • Level 3 – Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. In accordance with ASC 820, the Company determines the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement in its entirety. For cash, restricted cash, accounts receivable – trade, accounts receivable – affiliate, accounts payable – trade, accounts payable – affiliate, and accrued liabilities, the carrying amounts approximate fair value because of the short-term maturity of those instruments and are classified as Level 1 within the fair value hierarchy. The carrying amounts and estimated fair values of the Company’s recorded financial instruments not carried at fair market value or that do not approximate fair value as of December 31, 2023 are as follows (in thousands): 2023 Carrying Amount Fair Value Long-term debt (a) $ 217,088 $ 214,235 (a) Excludes net debt issuance costs, as shown in note 6, Long-Term Debt. The fair value of long-term debt is based on expected future cash flows discounted at current interest rates for similar instruments with equivalent credit quality and is classified as Level 3 within the fair value hierarchy. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 17


 
Derivative instruments, consisting of interest rate swaps, are recorded at fair value on the Company’s consolidated balance sheet on a recurring basis and are classified as Level 2 within the fair value hierarchy as the fair value is determined using an income approach, which uses readily observable inputs, such as forward interest rates and contractual terms to estimate fair value. The fair value of each contract is discounted using a risk free interest rate. In addition, the Company applies a credit reserve to reflect credit risk, which for interest rate swaps is calculated using the bilateral method based on published default probabilities. The credit reserve is added to the discounted fair value to reflect the exit price that a market participant would be willing to receive to assume the Company’s liabilities or that a market participant would be willing to pay for the Company’s assets. As of December 31, 2023, the non-performance reserve was a $1.9 million loss recorded to interest expense in the consolidated statement of operations. For further discussion of interest rate swaps, see note 4, Accounting for Derivative Instruments and Hedging Activities. (m) Commitments and Contingencies In the normal course of business, the Company is subject to various claims and litigation. Management of the Company expects that these various litigation items will not have a material adverse effect on the results of operations, cash flows, or financial position of the Company. (n) Asset Retirement Obligations The Company accounts for its asset retirement obligations, or AROs, in accordance with ASC 410-20, Asset Retirement Obligations, or ASC 410-20. Retirement obligations associated with long-lived assets included within the scope of ASC 410-20 are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. ASC 410-20 requires an entity to recognize the fair value of a liability for an ARO in the period in which it is incurred and a reasonable estimate of fair value can be made. Upon initial recognition of a liability for an ARO, other than when an ARO is assumed in an acquisition of the related long-lived asset, the Company capitalizes the asset retirement cost by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. See note 7, Asset Retirement Obligations, for further information. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 18


 
(o) Tax Equity Arrangements The Company’s noncontrolling interest in subsidiaries represents the Class A Member’s interest in the net assets of Daggett TE Holdco under a tax equity arrangement, which is consolidated by the Company. The Company has determined that the provisions in the contractual agreements of this structure represents a substantive profit sharing arrangement. Further, the Company has determined that the appropriate methodology for calculating the noncontrolling interest that reflects the substantive profit sharing arrangements is a balance sheet approach utilizing the hypothetical liquidation at book value, or HLBV, method. Under the HLBV method, the amounts reported as noncontrolling interests represent the amounts the Class A Member would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements, assuming the net assets of the funding structures were liquidated at their recorded amounts determined in accordance with U.S. GAAP. The Class A Member’s interests in the results of operations of the funding structure are determined as the difference in noncontrolling interests at the start and end of each reporting period, after taking into account any capital transactions between the structure and its investors. The calculations utilized to apply the HLBV method include estimated calculations of taxable income or losses for each reporting period. (p) Comprehensive Loss The Company’s total comprehensive loss is equal to net loss for the period from February 17, 2023 through December 31, 2023.. (q) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 19


 
(3) Acquisition On February 17, 2023, the Company, through its subsidiary, Daggett TE Holdco, acquired Daggett 3 Project Sub LLC, the holding company for Daggett Solar Power 3, from Daggett Project Holdco LLC, pursuant to a Membership Interest Purchase Agreement, dated November 24, 2021 and amended April 6, 2022, in connection with the acquisition of the Class A membership interests of Daggett TargetCo by Daggett Solar Investment LLC and the Class B membership interests of Daggett TargetCo by HASI from Clearway Renew, as described in note 1, Nature of Business. Daggett TE Holdco’s purchase price was paid to Clearway Renew with amounts contributed by Daggett Solar Investment LLC and HASI. On February 17, 2023, $62.4 million was placed into a restricted cash account designated for payment of the tax equity bridge loan as described in note 1, Nature of Business, as well as $75.6 million of net proceeds from the acquisition of Daggett TargetCo, which were contributed back to the Company from Clearway Energy Group and were utilized to repay the cash equity bridge loan, along with related fees, as further described in note 6, Long-Term Debt. The acquisition was determined to be an asset acquisition, and the Company consolidates Daggett Solar Power 3 on a prospective basis in its consolidated financial statements. The assets and liabilities transferred to the Company relate to interests under common control by Clearway Energy Group and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The historical cost of the Company’s net assets acquired of $14.2 million was recorded as an adjustment to contributed capital on the Company’s consolidated statement of equity. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 20


 
The following is a summary of assets and liabilities transferred in connection with the acquisition as of February 17, 2023 (in thousands): Assets: Current assets $ 3,776 Property, plant, and equipment, net 533,855 Right-of-use assets, net 31,250 Derivative instruments 26,744 Total assets acquired 595,625 Liabilities: Long-term debt (a) 480,311 Lease liabilities 33,102 Other current and non-current liabilities (b) 67,993 Total liabilities assumed 581,406 Net assets acquired $ 14,219 (a) Includes a $181.0 million construction loan, $75.4 million cash equity bridge loan and a $228.5 million tax equity bridge loan, offset by $4.5 million in unamortized debt issuance costs. See note 6, Long-Term Debt, for further discussion of the long-term debt assumed in the acquisition. (b) Includes $31.9 million of construction costs that were subsequently funded by a subsidiary of Clearway Renew. Subsequent to the acquisition date, a subsidiary of Clearway Renew funded an additional $21.9 million in construction costs. The combined $53.8 million funded by a subsidiary of Clearway Renew was repaid to a subsidiary of Clearway Renew in October 2023. (4) Accounting for Derivative Instruments and Hedging Activities (a) Interest Rate Swaps In accordance with the financing agreement, as described in note 6, Long-Term Debt, the Company has a series of outstanding amortizing interest rate swap agreements for 86% of the outstanding term loan amount, intended to hedge the risks associated with floating interest rates. The Company pays its counterparty the equivalent of a fixed interest payment on a predetermined notional amount, and quarterly, the Company receives the equivalent of a floating interest payment based on a three-month Term Secured Overnight Financing Rate, or Term SOFR, calculated on the same notional amount. The Company also had entered into an interest rate swap agreement that became effective November 30, 2022 and matured on July 31, 2023. The swap was intended to hedge the risks associated with floating interest rates on the expected borrowings under the construction financing. The interest rate swap agreement entitled the Company to receive a floating (one-month SOFR) rate and pay a fixed rate of 4.729%. The swap was not designated as a cash flow hedge. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 21


 
(b) Volumetric Underlying Derivative Transactions The notional amount of the interest rate swaps will decrease in proportion to the principal balance of the loan. The table below summarizes the outstanding notional amounts and terms of the interest rate swaps as of December 31, 2023: Notional amount (in thousands) Effective date 2023 Fixed Rate Maturity Date September 29, 2023 $ 148,894 1.908% September 30, 2043 (a) September 30, 2023 37,224 1.908% September 30, 2043 (a) $ 186,118 (a) The interest rate swap agreements are subject to a mandatory early termination date of September 29-30, 2028. (c) Fair Value of Derivative Transactions The following table summarizes the Company’s derivative assets on the consolidated balance sheet as of December 31, 2023 (in thousands): 2023 Derivatives not designated as cash flow hedges: Interest rate contracts current $ 5,047 Interest rate contracts long-term 23,060 Total derivative assets $ 28,107 (d) Impact of Derivative Instruments on the Consolidated Statement of Operations Mark-to-market gains and losses related to the Company’s derivatives are recorded to interest expense. For the period from February 17, 2023 through December 31, 2023, the impact to the consolidated statement of operations was a gain of $1.4 million. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 22


 
(5) Property, Plant, and Equipment The Company’s major classes of property, plant, and equipment as of December 31, 2023 consists of (in thousands): 2023 Depreciable lives Plant equipment $ 592,827 10 - 27 years Construction in progress 916 — Total property, plant, and equipment 593,743 Less accumulated depreciation (6,118) Net property, plant, and equipment $ 587,625 (6) Long-Term Debt On February 17, 2023, as part of the acquisition of Daggett Solar Power 3, as further described in note 3, Acquisition, the Company assumed the financing agreement which included a $181.0 million construction loan, a $228.5 million tax equity bridge loan, and a $75.4 million cash equity bridge loan, offset by $4.5 million in unamortized debt issuance costs. The cash equity bridge loan was repaid at acquisition date, along with $8.1 million in associated fees, utilizing the proceeds contributed to the Company from the acquisition of Daggett Solar Power 3’s indirect parent, Daggett TargetCo, by Daggett Solar Investment LLC and the cash equity investor. On December 1, 2023, when the Facility reached substantial completion, the tax equity investor contributed an additional $252.5 million, which was utilized, along with the $68.5 million in escrow, to repay the $228.5 million tax equity bridge loan, to fund $40.4 million in construction completion reserves, and to pay $7.5 million in associated fees, with the remaining $44.6 million distributed to Clearway Energy Group. Subsequent to the acquisition on February 17, 2023, the Company borrowed an additional $36.1 million in construction loans and the total outstanding construction loans were converted to a term loan in the amount of $217.1 million on December 1, 2023. The term loan will mature on December 1, 2028 and is secured by the Company’s interests in the Facility. The construction loan and the tax equity bridge loan each had an interest rate of Term SOFR, plus an adjustment of 0.26161% per annum and an applicable margin of 1.00% per annum. In addition to interest on the outstanding borrowings, the Company paid a quarterly commitment fee on each of the unused portions of the construction loan equal to 0.375% per annum. The term loan bears interest at a rate of Term SOFR plus an adjustment of 0.26161% per annum and an applicable margin, which is 1.50% per annum through the third anniversary of the term conversion, and 1.625% per annum thereafter through the term loan maturity date. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 23


 
The financing agreement also provides for a letter of credit facility of up to $47.1 million, consisting of $39.3 million to support power purchase agreements and $7.8 million to support debt service requirements. The Company pays on a quarterly basis a letter of credit fee of 1.00% per annum on issued amounts under the letter of credit facility, which escalates 0.50% on the term conversion and 0.125% on the third anniversary of term conversion. In addition, the Company pays quarterly commitment fees on any of the unused portions of the letter of credit commitments equal to 0.375% per annum. As of December 31, 2023, the amount of outstanding letters of credit totaled $42.9 million, of which $38.7 million supports power purchase agreements and $4.2 million supports debt service reserve requirements. Daggett Class B LLC entered into interest rate swap agreements to hedge the majority of the variable interest rate exposure under the term loan. For further details regarding the interest rate swap agreements, see note 4, Accounting for Derivative Instruments and Hedging Activities. As of December 31, 2023, long-term debt consists of the following (in thousands): 2023 Total long-term debt (including current maturities) $ 217,088 Less current maturities (396) Less debt issuance costs, net (2,494) Long-term debt $ 214,198 Distributions from the Company are subject to the terms and conditions defined in the financing agreement, including a condition to meet a required debt service coverage ratio of 1.20 to 1.0. At December 31, 2023, the Company is not subject to the requirements to perform the calculation or make distributions until March 31, 2024, the end of the first full calendar quarter after term conversion. Annual payments based on the maturities of the Company’s debt as of December 31, 2023 are summarized as follows (in thousands): Year ending December 31: 2024 $ 396 2025 437 2026 427 2027 398 2028 215,430 $ 217,088 DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 24


 
(7) Asset Retirement Obligations The Company’s AROs are the estimated cost to remove the above ground solar and energy storage equipment and restore the site to conditions similar to the surrounding parcels. The following table represents the balance of the AROs, along with the related activity for the period from February 17, 2023 through December 31, 2023 (in thousands): Balance as of February 17, 2023 $ — Acquired liabilities 3,989 Revisions in estimated cash flows (14) Accretion expense 292 Balance as of December 31, 2023 $ 4,267 (8) Variable Interest Entities, or VIEs The Company has a controlling financial interest in Daggett TE Holdco, a tax equity arrangement entered into with a third party, which has been identified as a VIE under ASC 810, Consolidations. As described in note 1, Nature of Business, on February 17, 2023, Daggett Solar Investment LLC acquired the Class A membership interests in Daggett TargetCo while HASI acquired the Class B membership interests. Daggett Solar Investment LLC and HASI then contributed their Class A and B membership interests, respectively, into Daggett Renewable Holdco and concurrently, Daggett TargetCo became a wholly owned subsidiary of Daggett Renewable Holdco. Daggett TargetCo consolidates as primary beneficiary and through its ownership of the Class B membership interests, Daggett TE Holdco, a tax equity fund which is a VIE, that indirectly owns Daggett Solar Power 3. The Class A membership interests in Daggett TE Holdco are held by a tax equity investor, JPM Capital, and are reflected as noncontrolling interest on the Company’s consolidated balance sheet. The summarized financial information for Daggett TE Holdco as of December 31, 2023 consisted of the following (in thousands): 2023 Other current and non-current assets $ 58,805 Property, plant, and equipment, net 587,625 Total assets 646,430 Current liabilities 9,576 Non-current liabilities 37,792 Total liabilities 47,368 Net assets $ 599,062 DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 25


 
(9) Related Party Transactions The Company has the following related party transactions and relationships in addition to the reimbursement of liquidated damages described in note 1, Nature of Business, and the lease agreement described in note 10, Leases. Amounts due to Clearway Energy Group subsidiaries are recorded as accounts payable – affiliate and amounts due to the Company from Clearway Energy Group subsidiaries are recorded as accounts receivable – affiliate on the Company’s balance sheets. These account balances are netted by affiliate party. The Company entered into a Management Services Agreement for asset management and administration services with Clearway Asset Services LLC, a subsidiary of Clearway Energy Group. The agreement has an initial term of ten years commencing on December 1, 2023 with provisions for extension until terminated. The agreement provides for the payment of fixed fees that escalate annually, as defined in the agreement, and for the reimbursement of reasonable expenses incurred in connection with its services. No costs were incurred under this agreement for the period from February 17, 2023 through December 31, 2023. Daggett Solar Power 3 had a Construction Management Agreement with Renewables Construction LLC, or Renewables Construction, a subsidiary of Clearway Renew, effective October 28, 2021 through the three months following the commercial operations date. Under the terms of the agreement, Renewables Construction provided certain construction management and administrative services for the Facility. As full compensation for the services provided, Renewables Construction was paid a service fee of $40.0 million. The service fee was payable on or before the commercial operation capital contribution date. As of December 31, 2023, $40.0 million of costs have been incurred under this agreement, $4.0 million of which were previously capitalized and are reflected in property, plant, and equipment, net on the Company’s consolidated balance sheet and $36.0 million of costs represented a development margin and was recorded as a distribution to Clearway Renew included in contributed capital in the consolidated statement of equity. Daggett Solar Power 3’s obligations have been fulfilled under this agreement. Daggett Solar Power 3 has an Operation and Maintenance Agreement, or O&M Agreement, with Clearway Renewable Operation & Maintenance LLC, or RENOM, a subsidiary of Clearway Energy Group, to provide operation and maintenance services for the balance of the plant not covered by the maintenance agreement with Wärtsilä North America. The initial term of the agreement is ten years commencing May 28, 2021, and will automatically renew for additional five year periods unless terminated by either party as provided for in the O&M Agreement. The O&M Agreement allows for reimbursement of mobilization expenses, start-up expenses, and direct operating and capital improvement expenses, including a five percent markup. Additionally, there is an annual profit fee subject to performance factors with an annual escalation of 2.25%. For the period from February 17, 2023 through December 31, 2023, the Company incurred costs of $858 thousand under this agreement, of which $94 thousand of these costs are included in cost of operations in the consolidated statement of operations and $764 thousand was capitalized and reflected in property, plant, and equipment, net on the Company’s consolidated balance sheet. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 26


 
Daggett TE Holdco and Daggett Solar Power 3 are parties to a Project Administration Agreement, or PAA, with Clearway Asset Services LLC, a subsidiary of Clearway Energy Group. The agreement has an initial term of ten years commencing on October 28, 2021, and will automatically renew in one-year increments unless either party delivers written notice of termination to the other party no later than 180 days prior to the expiration of the initial term or applicable renewal term. The PAA provides for the payment of fixed fees of $359 thousand with an annual escalation of 2.25%, and reimburses Clearway Asset Services LLC for reasonable expenses incurred in connection with its services. For the period from February 17, 2023 through December 31, 2023, the Company incurred costs of $325 thousand under this agreement. These costs are included in cost of operations in the consolidated statement of operations. Daggett Solar Power 3 is party to a Shared Facilities Common Ownership Agreement with Daggett Solar Power 2 LLC, a subsidiary of Daggett Solar Investment LLC, Daggett Solar Power 1 LLC and Daggett Land Holdings LLC, subsidiaries of Clearway Renew, which grants Daggett Solar Power 3 rights to use the operations and maintenance building and storage yard facilities including surrounding areas, and access and use of other shared equipment and facilities owned by the respective subsidiaries. The agreement also addresses Daggett Land Holdings LLC rights and obligations in connection with various licenses. Daggett Solar Power 3 is obligated to pay an administration fee of 10% of costs and expenses paid by the administrative manager, Daggett Solar Power 2 LLC. No costs were incurred under this agreement for the period from February 17, 2023 through December 31, 2023. (10) Leases Solar Facility Ground Lease Agreement The Company has entered into a solar facility ground lease agreement with Daggett Land Holdings LLC, a subsidiary of Clearway Renew, which grants Daggett Solar Power 3 nonexclusive easement rights to use the land on which the Facility is located. The Company is obligated to pay fixed fee rent payments as defined in the agreement through December 2062. Lease expense for the period from February 17, 2023 through December 31, 2023 was $2.3 million. These costs are included in cost of operations in the consolidated statement of operations. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 27


 
Operating lease information as of December 31, 2023 was as follows (in thousands, except term and rate): 2023 Right-of-use assets - operating leases, net $ 30,661 Short-term lease liability - operating leases $ (298) Long-term lease liability - operating leases 33,525 Total lease liabilities $ 33,227 Weighted average remaining lease term 39 years Weighted average discount rate 5.69 % February 17, through December 31, 2023 Cash paid for operating leases $ 1,609 Minimum future rental payments of operating lease liabilities as of December 31, 2023 are as follows (in thousands): 2024 $ 1,609 2025 1,634 2026 1,661 2027 1,693 2028 1,724 Thereafter 93,291 Total lease payments 101,612 Less imputed interest (68,385) Total lease liability - operating leases $ 33,227 DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 28


 
Lessor Certain of the Company's revenue is obtained through PPAs in which the battery storage component of the PPAs are accounted for as operating leases. The terms of the PPAs are further discussed in note 1(b), Power Purchase Agreements and Long-Term Resource Adequacy Agreement and note 2(i), Revenue Recognition. Minimum future rent payments the Company expects to receive for the remaining periods related to operating leases as of December 31, 2023 are as follows (in thousands): 2024 $ 12,796 2025 12,829 2026 12,829 2027 12,829 2028 12,829 Thereafter 125,640 Total lease payments $ 189,752 Property, plant, and equipment, net related to the Company’s operating leases were estimated as follows for December 31, 2023 (in thousands): 2023 Property, plant, and equipment $ 163,459 Accumulated depreciation (2,130) Net property, plant, and equipment $ 161,329 (11) Subsequent Events Effective January 1, 2024, Daggett 2 TargetCo LLC, a separate partnership amongst the same members and another consolidated subsidiary of Daggett Solar Investment LLC, consolidates into Daggett Renewable Holdco, pursuant to a Contribution Agreement, dated February 13, 2024. The members contributed 100% of their respective membership interests of Daggett 2 TargetCo LLC to Daggett Renewable Holdco. As the transfer is among entities under common control, the transaction will be recognized at historical cost and no gain or loss will be recognized. The Company has evaluated subsequent events from the balance sheet date through March 28, 2024, the date at which the financial statements were available to be issued, and determined that there are no additional items to disclose other than the events described elsewhere in the notes to financial statements. DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 29


 
ex994-lighthouserenewabl
LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2023 (With Report of Independent Auditors)


 
LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Table of Contents Page 1 3 4 5 6 7 Report of Independent Auditors Consolidated Balance Sheets — December 31, 2023 and 2022 Consolidated Statements of Operations — Years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021 Consolidated Statements of Equity — Years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021 Consolidated Statements of Cash Flows — Years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021 Notes to Consolidated Financial Statements


 
Ernst & Young LLP One Commerce Square 2005 Market Street, Suite 700 Philadelphia, PA 19103 Tel: +1 215 448 5000 Fax: +1 215 448 4069 ey.com Report of Independent Auditors The Members Lighthouse Renewable Holdco 2 LLC Opinion We have audited the consolidated financial statements of Lighthouse Renewable Holdco 2 LLC and subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the related consolidated statements of operations, equity and cash flows for the years ended December 31, 2023 and 2022 and for the period from December 17, 2021 through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022 and for the period from December 17, 2021 through December 31, 2021 in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not


 
Ernst & Young LLP One Commerce Square 2005 Market Street, Suite 700 Philadelphia, PA 19103 Tel: +1 215 448 5000 Fax: +1 215 448 4069 ey.com a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we:  Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.  Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. March 28, 2024


 
LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2023 and 2022 (In thousands) Assets 2023 2022 Current assets: Cash $ 3,551 $ 4,981 Restricted cash 33,683 8,138 Accounts receivable – trade 9,722 1,077 Derivative instruments 1,644 — Prepayments and other current assets 1,914 469 Total current assets 50,514 14,665 Property, plant, and equipment, net 1,085,731 358,059 Other assets: Intangible asset 1,266 — Derivative instruments 2,761 — Right-of-use assets, net 82,921 33,597 Other non-current assets 4,769 1,980 Total other assets 91,717 35,577 Total assets $ 1,227,962 $ 408,301 Liabilities and Equity Current liabilities: Current portion of long-term debt $ 2,296 $ — Notes payable 17,939 — Notes payable – affiliate 4,744 — Accounts payable – trade 22,949 5,140 Accounts payable – affiliate 5,119 460 Accrued property and other taxes 4,861 4,106 Derivative instruments 23,958 9,236 Lease liabilities 524 168 Accrued and other current liabilities 2,480 975 Total current liabilities 84,870 20,085 Other liabilities: Long-term debt 98,590 — Derivative instruments 142,200 67,421 Deferred income taxes 839 1,034 Asset retirement obligations 18,650 1,022 Long-term lease liabilities 85,361 34,016 Tracking accounts 22,500 12,000 Total other liabilities 368,140 115,493 Total liabilities 453,010 135,578 Commitments and contingencies Equity: Members’ equity 184,635 42,675 Noncontrolling interest 590,317 230,048 Total equity 774,952 272,723 Total liabilities and equity $ 1,227,962 $ 408,301 See accompanying notes to consolidated financial statements. 3


 
LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Consolidated Statements of Operations (In thousands) Year ended December 31, December 17, through December 31, 2023 2022 2021 Operating revenues: Total operating revenues $ (1,435) $ (33,896) $ 1,220 Operating costs and expenses: Cost of operations 16,650 14,984 113 Depreciation and accretion 20,316 19,522 4 Total operating costs and expenses 36,966 34,506 117 Operating (loss) income (38,401) (68,402) 1,103 Other income (expense): Other expense (5) — — Interest expense (1,664) (255) — Total other expense (1,669) (255) — (Loss) income before income taxes (40,070) (68,657) 1,103 Income tax (benefit) expense (1,719) 163 871 Net (loss) income (38,351) (68,820) 232 Less: net loss attributable to noncontrolling interest (13,797) (12,940) (114) Net (loss) income attributable to Lighthouse Renewable Holdco 2 LLC and subsidiaries $ (24,554) $ (55,880) $ 346 See accompanying notes to consolidated financial statements. 4


 
LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Consolidated Statements of Equity (In thousands) Lighthouse Renewable HA Lighthouse Retained Class A LLC LLC earnings Contributed Contributed (Accumulated Noncontrolling Total capital capital deficit) interest equity Balance at December 17, 2021 $ — $ — $ — $ — $ — Net income (loss) — — 346 (114) 232 Acquisition of Mesquite Sky (120,072) — — 620 (119,452) Cash contributions 113,925 108,694 — — 222,619 Cash contributions from noncontrolling interests — — — 244,087 244,087 Non-cash distributions — — — (4,832) (4,832) Payment of transaction costs — — — (714) (714) Balance at December 31, 2021 $ (6,147) $ 108,694 $ 346 $ 239,047 $ 341,940 Net loss — — (55,880) (12,940) (68,820) Acquisition of Apex Clean Energy Holdings’ interests (16,030) — — 3,941 (12,089) Distribution to member of additional consideration paid to Clearway Renew (10,902) — — — (10,902) Cash contributions 8,288 14,703 — — 22,991 Cash distributions (397) — — — (397) Balance at December 31, 2022 $ (25,188) $ 123,397 $ (55,534) $ 230,048 $ 272,723 Net loss — — (24,554) (13,797) (38,351) Acquisition of Texas Solar Nova 1 (28,730) — — — (28,730) Mesquite Star Special net assets transferred from affiliate 47,847 15,180 — 228,457 291,484 Member loans transferred from affiliate (8,967) (8,598) — — (17,565) Cash contributions 63,894 108,742 — — 172,636 Cash contributions from noncontrolling interests — — — 148,244 148,244 Cash distributions (22,781) — — — (22,781) Payment of transaction costs — — — (2,846) (2,846) Non-cash contributions (distributions), net (73) — — 211 138 Balance at December 31, 2023 $ 26,002 $ 238,721 $ (80,088) $ 590,317 $ 774,952 See accompanying notes to consolidated financial statements. 5


 
LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) Year ended December 31, December 17, through December 31, 2023 2022 2021 Cash flows from operating activities: Net (loss) income $ (38,351) $ (68,820) $ 232 Adjustments to reconcile net (loss) income to net cash (used) provided by operating activities: Depreciation and accretion 20,316 19,522 4 Reduction in carrying amount of right-of-use assets 814 599 — Contract amortization 154 154 6 Amortization of property tax abatement payments 162 — — Loss on disposal of assets (1,935) — — Income tax expense (1,719) 163 871 Changes in derivative instruments 6,217 34,425 (1,199) Cash provided (used) by changes in other working capital: Accounts receivable – trade 3,212 (440) (412) Prepayments and other current assets 423 (163) 376 Accounts payable – trade 1,696 2,037 (563) Accounts payable – affiliate (2,030) (399) 584 Accrued property and other taxes (1,097) 4,102 — Accrued and other current liabilities (1,163) 935 (216) Tracking accounts — 11,687 313 Operating lease liabilities (448) (164) — Net cash (used) provided by operating activities (13,749) 3,638 (4) Cash flows from investing activities: Acquisitions (20,040) — (61,012) Transfer from affiliate 2,079 — — Capital expenditures 3,172 (25,655) (3,066) Net cash used by investing activities (14,789) (25,655) (64,078) Cash flows from financing activities: Proceeds from issuance of debt 11,647 — — Payments of debt (259,680) — (355,150) Proceeds from issuance of notes payable 2,900 — — Payments for notes payable (367) — — Proceeds from issuance of notes payable – affiliate 2,900 — — Acquisition of noncontrolling interest — (12,089) — Distribution to member of additional consideration paid to Clearway Renew — (22,129) — Contributions from members 172,636 22,991 222,619 Contributions from noncontrolling interests 148,244 — 244,087 Distributions to members (22,781) (397) — Payment of transaction costs (2,846) — (714) Net cash provided (used) by financing activities 52,653 (11,624) 110,842 Net increase (decrease) in cash and restricted cash 24,115 (33,641) 46,760 Cash and restricted cash at beginning of year 13,119 46,760 — Cash and restricted cash at end of year $ 37,234 $ 13,119 $ 46,760 Non-cash investing and financing activities: Increase to accounts receivable – trade for insurance proceeds $ 4,314 $ — $ — Increase to fixed assets for accrued capital expenditures 574 — — Decrease to right-of-use assets due to lease remeasurements — (11,155) — See accompanying notes to consolidated financial statements. 6


 
(1) Nature of Business Lighthouse Renewable Holdco 2 LLC, or Lighthouse 2, or the Company, a Delaware limited liability company, was formed on November 5, 2021 and is a partnership between Lighthouse Renewable Class A LLC, or the Class A Member, a subsidiary of Clearway Energy Operating LLC, HA Lighthouse LLC, or HASI, a cash equity investor, and Clearway Renew LLC, or Clearway Renew, a direct wholly-owned subsidiary of Clearway Energy Group LLC, or Clearway Energy Group. Clearway Renew’s membership interests in Lighthouse 2 are not participating interests and provide for the potential future allocation of cash in the event of excess returns on investment to HASI. From November 5, 2021 through December 16, 2021, Lighthouse 2 had no activity. Clearway Energy Operating LLC is a wholly-owned subsidiary of Clearway Energy LLC, which is owned by Clearway Energy, Inc. and Clearway Energy Group. Clearway Energy Group is equally owned by Global Infrastructure Partners III and TotalEnergies SE. As of December 31, 2023, Clearway Energy, Inc., through its ownership of Class A and Class C common stock, had a 57.90% economic interest in Clearway Energy LLC, while Clearway Energy Group, through its ownership of Class B and Class D common stock, had a 54.91% voting interest in Clearway Energy, Inc. and a 42.10% economic interest in Clearway Energy LLC. BMP Wind LLC (Mesquite Sky) On December 17, 2021, through its consolidated subsidiaries (shown in the diagram below), Lighthouse 2 acquired BMP Wind LLC, referred to as Mesquite Sky, as further described in note 3, Acquisitions. Mesquite Sky is directly owned by the Company’s indirect subsidiary, Mesquite Sky TE Holdco LLC, or Mesquite Sky TE Holdco, a tax equity arrangement between Mesquite Sky Class B Holdco LLC, or Mesquite Sky Class B, and a third-party investor, BHE B Tax Equity Holdings LLC, or BHE B Tax Equity Holdings. Mesquite Sky owns and operates a 340-megawatt (MW) wind powered electricity-generating system comprised of Siemens Gamesa SG 5.0-145 MW turbines, or the Mesquite Sky Facility, located in Callahan County, Texas. The Mesquite Sky Facility achieved 100% commercial operations, or COD, on December 1, 2021. Concurrent with the acquisition on December 17, 2021, in accordance with the Equity Capital Contribution Agreement, or ECCA, between the members, BHE B Tax Equity Holdings made a contribution of $240.5 million and acquired the Class A membership interests in Mesquite Sky TE Holdco, whereas Mesquite Sky Class B retained the Class B membership interests. Tax equity proceeds were used for the repayment of debt assumed in the acquisition and transaction expenses. BHE B Tax Equity Holdings and HASI also transferred a combined $5.2 million into escrow as payment for one turbine not yet placed in service, which was subsequently paid to Clearway Renew in January 2022. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 7


 
Mesquite Star Special LLC Effective on August 31, 2023 and pursuant to a Master Transfer Agreement, a separate partnership owned by the Company’s Class A Member, Lighthouse Renewable Holding Sub LLC, transferred its ownership interest in Mesquite Star Class B Holdco LLC, or Mesquite Star Class B, to the Company. Mesquite Star Class B owns the Class B membership interests Mesquite Star Tax Equity Holdco LLC, or Mesquite Star TE Holdco, a tax equity arrangement with third-party investor MidAmerican Wind Tax Equity Holdings LLC, or MidAmerican. Mesquite Star TE Holdco directly owns Mesquite Star Special, LLC, or Mesquite Star Special, who owns and operates a 418.9-MW wind powered electricity-generating system comprised of Siemens Gamesa SG3.55-132 MW turbines, a power collection system and power substation, or the Mesquite Star Special Facility, located in Fisher County, Texas. The Mesquite Star Special Facility achieved 100% COD on May 26, 2020. The assets and liabilities transferred to the Company relate to interests under common control by Clearway Energy Group and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. This was concluded to be an asset acquisition and the Company consolidates Mesquite Star Special on a prospective basis in its financial statements. Simultaneously on August 31, 2023, a separate partnership owned by the Company’s Class A Member, Lighthouse Renewable Holdco LLC, transferred and assigned to the Company all of its rights and obligations under member loans, as further discussed in note 8, Notes Payable. The following is a summary of the assets and liabilities, excluding the member loans, transferred to the Company as of August 31, 2023 (in thousands): 2023 Assets: Cash $ 2,079 Property, plant, and equipment, net 395,566 Right-of-use assets, net 29,246 Other current and non-current assets 7,357 Total assets 434,248 Liabilities: Lease liabilities 33,614 Derivative liabilities 83,284 Tracking account 10,500 Other current and non-current liabilities 15,366 Total liabilities 142,764 Less: Noncontrolling interests 228,457 Net assets transferred $ 63,027 LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 8


 
Texas Solar Nova 1 LLC On December 28, 2023, through its consolidated subsidiaries (shown in the diagram below), Lighthouse 2 acquired Texas Solar Nova 1, LLC, or Texas Solar Nova 1, also referred to as TSN1, as further described in note 3, Acquisitions. TSN1 is directly owned by the Company’s indirect subsidiary, TSN1 TE Holdco LLC, or TSN1 TE Holdco, a tax equity arrangement between TSN1 Class B Member LLC, or TSN1 Class B, and a third-party investor, JPMorgan Chase Bank, N.A, or JPMorgan Chase. TSN1 owns and operates a 252-MW solar photovoltaic power generating facility, or the TSN1 Facility, located in Kent County, Texas. The TSN1 Facility achieved 100% COD on December 1, 2023. Concurrent with the acquisition on December 28, 2023, in accordance with the amended Equity Capital Contribution Agreement, or ECCA, between the members, JPMorgan Chase made a contribution of $148.2 million and acquired the Class A membership interests in TSN 1 TE Holdco, whereas TSN1 Class B retained the Class B membership interests. Tax equity proceeds were used for the repayment of debt assumed in the acquisition and transaction expenses. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 9


 
The diagram below represents a summarized structure of the Company as of December 31, 2023: LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 10


 
A summary of the major agreements related to the Company is set forth below: Limited Liability Company Agreement The Company is governed by a limited liability agreement, or LLCA, executed on December 17, 2021, which was amended on March 18, 2022 and again on August 30, 2023. The LLCA provides for allocations of income, taxable items and available cash related to the Mesquite Sky and Mesquite Star Special facilities, which are 50.01% to Lighthouse Renewable Class A and 49.99% to HASI, except that allocations of available cash are first utilized to pay back member loans, if any. For the TSN1 Facility, allocations of income, taxable items and available cash are 50% to Lighthouse Renewable Class A and 50% to HASI until December 2033, then are 25% to Lighthouse Renewable Class A and 75% to HASI thereafter, also subject to the pay back of member loans, if any. In addition, subsequent to December 31, 2036, up to 100% of Lighthouse Renewable Class A’s cash may be allocated to HASI which provides a reallocation of cash in order to ensure that HASI achieves its target return on investment. If HASI achieves a return above a specified threshold, certain amounts may be allocated to Clearway Renew, through its ownership of the Class C membership interests. In the event that additional working capital is required by the Mesquite Sky Facility, the Mesquite Star Special Facility, or the TSN1 Facility, to cause the assets to be properly operated and maintained and pay for the costs, expenses, obligations and liabilities of the facility, and such amounts are not available from its reserves, then Lighthouse Renewable Class A and HASI have the right, but not the obligation, to participate in member loans to advance needed funds. See note 8, Notes Payable for information regarding member loans issued in 2023. In accordance with the provision of the LLCA, the Class A Member is the Manager, as defined, and conducts the activities of the Company on behalf of the members. The Manager has engaged Clearway Asset Services LLC to perform certain of its duties as Manager. All management services provided are at the direction of the Manager and the Manager retains its obligations with respect to its duties and responsibilities. See note 11, Related Party Transactions, for further detail. In addition, the LLCA establishes both a review committee, which is responsible for material decisions that protect the interests of both the Class A Member and Class B Member, and is comprised of two members appointed by each of the Class A Member and Class B Member, and an operations committee, which is responsible for advising the Company and the review committee with respect to the Company’s operations. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 11


 
Mesquite Sky Agreements (a) ISDA Master Agreement Mesquite Sky and a third party are parties to an amended ISDA 2002 Master Agreement, dated as of December 30, 2020, and a Side Agreement, dated October 1, 2021, as amended, collectively the Sky Hedge Agreement. Under the Sky Hedge Agreement, Mesquite Sky is party to a 12-year agreement to sell power to a counterparty at a fixed price, which is utilized to manage the risk of fluctuations in market prices on sales of electricity. The energy-related commodity contract is accounted for as a derivative financial instrument as described in note 2(k), Derivative Financial Instruments. The Sky Hedge Agreement contains provisions providing the counterparty a lien on specific assets as collateral. Also see note 4, Accounting for Derivative Instruments and Hedging Activities, for further information. On January 14, 2022, July 27, 2022, and January 27, 2023, Mesquite Sky executed amendments to the energy-related commodity contract under the Sky Hedge Agreement. The amendments permitted the partial net settlement of contracted volumes to be delivered for various settlement intervals from January 16, 2022 through January 31, 2022, August 1, 2022 through August 31, 2022, and February 1, 2023 through February 28, 2023. The Company paid settlement fees to the counterparty for these amendments, which totaled $324 thousand and $3.1 million for the years ended December 31, 2023 and 2022, respectively, and were recorded as a reduction to operating revenues in the consolidated statements of operations. Mesquite Sky was permitted to utilize the tracking account liability to finance the cost of this settlement in 2022 and recorded the amounts as an increase to the tracking account liability. See Tracking Account below for further detail on the tracking account. Tracking Account The energy-related commodity contract contains provisions that allows for Mesquite Sky to receive additional money from the counterparty when the price of electricity at the interconnection point of the Mesquite Sky Facility is less than the price of electricity at the hub where Mesquite Sky is obligated to sell electricity (adjusted for actual generation delivered versus the quantity purchased at the hub). This mismatch is accumulated in a tracking account, which represents a liability that is due to the counterparty at the conclusion of the contract. Mismatch amounts received by Mesquite Sky increase the tracking account liability owed by Mesquite Sky up to the maximum liability of $12.0 million. When the calculated mismatch amount results in Mesquite Sky making a payment to the hedge counterparty, the amount may reduce the tracking account liability but only until the tracking account balance is paid in full. The balance in the tracking account accrues interest daily at a per annum rate equal to the Federal Funds effective published rate for that day plus an applicable margin of 3.0%. The interest incurred is recorded within interest expense in the consolidated statements of operations. Upon termination of the energy-related commodity contract on September 30, 2033, the tracking account balance will be settled between Mesquite Sky and the counterparty. If the tracking account balance is less than zero, then Mesquite Sky shall pay the counterparty the absolute value of the tracking account balance. As of both December 31, 2023 and 2022, Mesquite Sky recorded a liability for the tracking account balance of $12.0 million. As of LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 12


 
December 31, 2023, a subsidiary of Lighthouse Renewable Class A LLC, issued a letter of credit in favor of the hedge counterparty for $12.2 million. (b) Virtual Power Purchase Agreements Mesquite Sky is party to the following amended renewable energy purchase agreements, referred to as virtual power purchase agreements, or VPPAs, which provide for Mesquite Sky to receive or pay consideration for the delivery of electricity to the interconnection point and to sell the associated renewable energy credits, or RECs, based on the difference between the fixed price per MWh specified in each of the VPPAs and the relevant floating market price for each settlement interval, with upside sharing in the event that the floating market price exceeds the fixed price. Under the terms of the VPPAs, Mesquite Sky has guaranteed certain availability that if not achieved could result in the payment of shortfall amounts. See note 2(j) Revenue Recognition, for information on payment of availability damages. Contract Effective capacity VPPA VPPA offtaker date (MW) COD term (a) Deere & Company (b) 12/20/2019 48 12/01/2021 12 years Whirlpool Corporation (c) 7/09/2020 57 12/01/2021 15 years Deere & Company (b) 10/26/2020 63 12/01/2021 15 years 168 (a) VPPA term effective through 12th or 15th anniversary of COD. (b) Mesquite Sky issued surety bonds in favor of Deere & Company for $11.1 million as of December 31, 2023. (c) A subsidiary of Lighthouse Renewable Class A LLC, on behalf of Mesquite Sky, issued a letter of credit in favor of Whirlpool Corporation for $5.7 million as of December 31, 2023, which expires on December 17, 2024. (c) Turbine Supply and Construction Agreements Mesquite Sky commenced commercial operations on December 1, 2021 and had the amounts noted below outstanding related to turbine supply and construction agreements. All construction related costs have been capitalized and are reflected in property, plant, and equipment, net on the Company’s consolidated balance sheets. Mesquite Sky contracted with Blattner Energy, Inc., for the engineering, construction, and commissioning of its Mesquite Sky Facility for $112.4 million, that was subject to price adjustments as defined in the agreement. Amounts due to Blattner Energy, Inc. under this agreement of $12.1 million recorded as accounts payable – trade as of December 31, 2021 were paid during 2022, in addition to $1.9 million for work completed and paid during 2022. Mesquite Sky’s obligations have been fulfilled under this agreement. Mesquite Sky contracted with Siemens Gamesa Renewable Energy Wind, LLC, or Siemens, to supply, deliver, and commission, the wind turbine generators and towers for $220.8 million, that was subject to price adjustments as defined in the agreement. The agreement contains a warranty period LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 13


 
which generally covers an approximately two-year period commencing upon the completion of the commissioning of each wind turbine, with provisions for one-year renewal terms. Amounts due to Siemens under this agreement of $15.7 million were recorded as accounts payable – trade as of December 31, 2021, of which $11.5 million was paid during 2022, $1.2 million of change order credits were received from Siemens during 2022, and the remaining $3.0 million due to Siemens was recorded as accounts payable – trade as of December 31, 2022, and remained as of December 31, 2023. In February 2024, Mesquite Sky was released from this payment obligation by Siemens and Mesquite Sky’s obligations have been fulfilled under this agreement. (d) Siemens Gamesa Renewable Energy, Inc. Service and Warranty Agreement Mesquite Sky contracted with Siemens to provide certain warranty, maintenance, and repair services for the wind turbines. Payment provisions provide for an annual service fee per turbine plus escalation paid in quarterly installments. On July 11, 2022, Mesquite Sky’s service and warranty agreement with Siemens was amended and restated in its entirety, and further amended on February 23, 2024 to include additional scheduled and unscheduled services and to provide the tools, parts, equipment, and labor necessary to carry out the scheduled and unscheduled services. In addition, the amended and restated agreement provided for an increase in the annual service fee per turbine plus escalation for a selected period, an increase in the availability threshold, set annual limitations on availability liquidated damages, and set the term of the agreement to expire on July 11, 2032, unless extended until December 31, 2032, or terminated early as provided for in the agreement. Total gross fees incurred under this agreement were $3.0 million, $2.1 million, and $30 thousand for the years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021, respectively. These costs are included in cost of operations in the consolidated statements of operations. Pursuant to the terms of the agreement with Siemens, the wind turbines are required to meet certain minimum availability thresholds. Failure to achieve minimum availability, as defined in the agreement, could result in payments due from Siemens to the Company. For the years ended December 31, 2023 and 2022, and the period from December 17, 2021 through December 31, 2021, Mesquite Sky received settlements of $552 thousand $0, and $0, respectively, for liquidated damages under the service and warranty agreement, which were recorded as a reduction to property, plant and equipment, net on the consolidated balance sheets and to capital expenditures included within cash flows from investing activities. Effective January 1, 2024, Mesquite Sky entered into a settlement agreement with Siemens for liquidated damages under the service and warranty agreement totaling $5.9 million for the period from July 11, 2022 through July 10, 2023 and for anticipated damages for the period from January 1, 2024 through July 10, 2024. (e) Tax Abatement Agreement Mesquite Sky is party to an amended Tax Abatement Agreement with Callahan County, Texas, in which Mesquite Sky is exempted from 100% of the property taxes on 165 MWs of certified appraised eligible property for ten years beginning on January 1, 2022 through December 31, 2031. The remaining MWs are not subject to the abatement and, therefore, subject to the normal property tax rates. As consideration for the abatement, Mesquite Sky is obligated to make ten annual LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 14


 
payments in lieu of taxes to Callahan County of two thousand dollars per MW, with the first payment due on October 1, 2022 and the remaining nine payments due annually thereafter on October 1. In addition, Mesquite Sky agreed to make improvements to the eligible property as defined in the agreement, which were completed as of COD. Mesquite Sky paid $330 thousand for each of the years ended December 31, 2023 and 2022, which was included in cost of operations in the consolidated statements of operations. Mesquite Star Special Agreements (a) ISDA Master Agreement Mesquite Star Special and a third party are parties to an ISDA 2002 Master Agreement, or Star Hedge Agreement, dated as of May 3, 2019, as amended. Under the Star Hedge Agreement, the Company is party to a 12-year agreement to sell power to a counterparty at a fixed price, which is utilized to manage the risk of fluctuations in market prices on sales of electricity. The energy-related commodity contract is accounted for as a derivative financial instrument as described in note 2(k) Derivative Financial Instruments. The Star Hedge Agreement contains provisions providing the counterparty a lien on specific assets as collateral. Also see note 4, Accounting for Derivative Instruments and Hedging Activities, for further information. Tracking Account The energy-related commodity contract contains provisions that allows for Mesquite Star Special to receive additional money from the counterparty when the price of electricity at the interconnection point of the Mesquite Star Special Facility is less than the price of electricity at the hub where Mesquite Star Special is obligated to sell electricity (adjusted for actual generation delivered versus the quantity purchased at the hub). This mismatch is accumulated in a tracking account, which represents a liability that is due to the counterparty at the conclusion of the contract. Mismatch amounts received by Mesquite Star Special increase the tracking account liability owed by Mesquite Star Special up to the maximum liability of $10.5 million. When the calculated mismatch amount results in Mesquite Star Special making a payment to the hedge counterparty, the amount may reduce the tracking account balance but only until the tracking account balance is paid in full. The balance in the tracking account accrues interest at Adjusted Secured Overnight Financing Rate, or Adjusted SOFR, plus an adjustment of 0.26161% and an applicable margin of 2.5%. The interest incurred is recorded within interest expense in the consolidated statements of operations. Upon termination of the energy-related commodity contract on May 31, 2032, the tracking account balance will be settled between the Mesquite Star Special and the counterparty. If the tracking account balance is less than zero, then the Mesquite Star Special shall pay the counterparty the absolute value of the tracking account balance. As of December 31, 2023 the Mesquite Star Special recorded a liability for the tracking account balance of $10.5 million. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 15


 
(b) Virtual Power Purchase Agreements Mesquite Star Special is party to the following VPPAs, which provide for Mesquite Star Special to receive or pay consideration for the delivery of electricity to the interconnection point and to sell the associated RECs based on the difference between the fixed price per MWh specified in each of the VPPAs and the relevant floating market price for each settlement interval, with upside sharing in the event that the floating market price exceeds the fixed price. Under the terms of the VPPAs, Mesquite Star Special has guaranteed certain availability that if not achieved could result in the payment of shortfall amounts. See note 2(j) Revenue Recognition, for information on payment of availability damages. Contract Effective capacity VPPA VPPA offtaker date (MW) COD term (a) Brown University (b) 1/30/2019 8 5/26/2020 15 years Cisco Systems, Inc. (b) 2/15/2019 10 4/09/2020 12 years Ecolab Inc. (c) 9/14/2018 100 4/09/2020 15 years Intuit Inc. (b) 11/20/2018 10 4/09/2020 12 years Lowe’s Companies, Inc. (b) 4/27/2018 100 5/26/2020 12 years 228 (a) VPPA term commences first calendar day immediately following COD. (b) Clearway Energy Operating LLC provided a guaranty of timely payment in full of all amounts due and payable or to become due and payable by Mesquite Star Special to the offtaker through the earlier of termination of contract and payment of all obligations, delivery of replacement guaranty or letter of credit, or end of the VPPA term. The guaranties are capped at a total amount of $5.6 million. (c) Clearway Energy Operating LLC issued a letter of credit in favor of Ecolab Inc. for $7.5 million as of December 31, 2023 which expires on September 1, 2024. In addition, Clearway Energy Group provided a guaranty of timely payment of all amounts due and payable or to become due and payable by Mesquite Star Special to Ecolab Inc. through the earliest of the termination or expiration of the contract. This guaranty is capped at $6.6 million. (c) Siemens Gamesa Renewable Energy, Inc. Service and Warranty Agreement Mesquite Star Special is contracted with Siemens to provide certain warranty, maintenance, and repair services for the 118 wind turbines. Payment provisions provide for an annual service fee per turbine plus escalation paid in quarterly installments. On February 23, 2024, the agreement was amended to provide for adjustments to the annual service fee per turbine, availability thresholds, and annual limitations on availability liquidated damages. The term of the agreement expires on July 11, 2027, unless extended through December 31, 2032, or terminated early as provided for in the agreement. Total gross fees incurred under this agreement were $2.0 million for the year ended December 31, 2023. These costs are included in cost of operations in the consolidated statements of operations. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 16


 
Pursuant to the terms of the agreement with Siemens, the wind turbines are required to meet certain minimum availability thresholds. Failure to achieve minimum availability, as defined in the agreement, could result in payments due from Siemens to the Company. Effective January 1, 2024, Mesquite Star Special entered into a settlement agreement with Siemens for liquidated damages under the service and warranty agreement totaling $1.7 million for the period from July 11, 2022 through July 10, 2023 and for anticipated damages for the period from January 1, 2024 through July 10, 2024. On September 27, 2023, Mesquite Star Special entered into a settlement agreement with Siemens for settlement of a dispute regarding the power curve guarantee provided for under a related turbine supply and commissioning agreement. Pursuant to the terms of the turbine supply and commissioning agreement, Siemens paid Mesquite Star Special $7.3 million in liquidated damages, which was recorded as a reduction to property, plant, and equipment, net on the consolidated balance sheet as of December 31, 2023, and to capital expenditures included within cash flows from investing activity. (d) Tax Abatement Agreements Mesquite Star Special is party to ten-year property tax abatement agreements with Fisher County, Texas for a property tax limitation based on the certified appraised value of certain eligible property within Fisher County from January 1, 2020 through December 31, 2029. As consideration for the abatement under certain of the agreements, Mesquite Star Special made payments totaling $4.9 million that are being amortized straight line over January 1, 2020 through December 31, 2029. Amortization is recorded as part of cost of operations in the consolidated statements of operations. At December 31, 2023, $486 thousand was recorded to prepayments and other current assets and $2.4 million was recorded to other non-current assets on the Company’s consolidated balance sheets. Mesquite Star Special is also obligated to make annual payments to Fisher County as defined in the remaining agreements beginning on January 1, 2020 through December 31, 2029, which are recorded as part of cost of operations in the consolidated statements of operations. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 17


 
TSN1 Agreements (a) Virtual Power Purchase Agreement TSN1 is party to a VPPA which provides for TSN1 to receive or pay consideration for the delivery of electricity to the interconnection point and to sell the associated RECs based on the difference between the fixed price per MWh specified in the VPPA and the relevant floating market price for each settlement interval, with upside sharing in the event that the floating market price exceeds the fixed price. On an aggregate year-to-date basis, lost revenue attributable to negative floating prices is monitored. To the extent that year-to-date lost revenue exceeds the negative price lost revenue cap of $453 thousand, the buyer is obligated to make payment to TSN1. Under the terms of the VPPA, TSN1 has guaranteed certain availability that if not achieved could result in the payment of shortfall amounts. Contract Effective capacity VPPA VPPA offtaker date (MW) COD term (a) Verizon Communications 06/28/2023 142 12/01/2023 18 years (a) VPPA term commences on January 1, 2024 and is effective until the day prior to the 18th anniversary of COD. (b) Renewable Energy Certificate Purchase and Sale Agreements TSN1 is party to renewable energy certificate purchase and sale agreements with third parties for the sale of RECs generated from 2026 through 2037. RECs are sold at a fixed price up to a guaranteed contract quantity as defined in the agreements. TSN1 has guaranteed certain performance output that if not achieved could result in the payment of shortfall amounts. Termination of the agreements may be allowed under specific circumstances, such as under an event of default. (c) Balance of Plant Engineering, Procurement and Construction, or EPC, Agreement TSN1 is party to a fixed-price EPC agreement with M.A. Mortenson Company, or Mortenson, for the engineering, construction, and commissioning of the TSN1 Facility. No costs were incurred by the Company in 2023 subsequent to the acquisition of TSN1. Amounts due to Mortenson of $10.2 million are included in accounts payable – trade as of December 31, 2023, of which $9.3 million was paid during the first quarter of 2024. (d) Equipment Supply Agreement Prior to the Company’s acquisition of TSN1, TSN1 purchased solar photovoltaic energy generating modules from Waaree Energies Limited, or Waaree. On December 23, 2023, TSN1 entered into a settlement agreement with Waaree to receive $4.5 million in liquidated damages for equipment not delivered pursuant to the terms of the equipment supply agreement. The amount is included within accounts receivable – trade on the Company’s consolidated balance sheet as of December 31, 2023, and was received in February 2024. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 18


 
(2) Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The Accounting Standards Codification, or ASC, established by the Financial Accounting Standards Board, or FASB, is the source of authoritative U.S. GAAP to be applied by nongovernmental entities. The consolidated financial statements include the Company’s accounts and operations and those of its subsidiaries in which the Company has a controlling financial interest. All significant intercompany transactions and balances have been eliminated in the consolidated financial statements. The usual condition for a controlling financial interest is ownership of the majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, the Company applies the guidance of ASC 810, Consolidations, to determine when an entity that is not controlled through its voting interests should be consolidated. (b) Restricted Cash The following table provides a reconciliation of cash 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 as of December 31, 2023 and 2022 (in thousands): 2023 2022 Cash $ 3,551 $ 4,981 Restricted cash 33,683 8,138 Cash and restricted cash shown in the consolidated statements of cash flows $ 37,234 $ 13,119 Restricted cash for 2023 primarily consists of funds held in reserves for performance obligations related to the completion of construction for the TSN1 Facility and the Mesquite Sky Facility, of which $20.0 million has been released during the first quarter of 2024. In addition, 2023 includes funds received from Siemens in accordance with the settlement agreement described in Mesquite Star Special note 1(c), Siemens Gamesa Renewable Energy, Inc. Service and Warranty Agreement. Restricted cash for 2022 primarily consisted of funds held in reserves for performance obligations related to the completion of construction for the Mesquite Sky Facility. (c) Accounts Receivable – Trade Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company’s energy revenue related customers typically receive invoices monthly with payment due within 30 days. There was no allowance for credit losses as of December 31, 2023 and 2022. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 19


 
(d) Property, Plant, and Equipment Property, plant, and equipment are stated at cost; however, impairment adjustments are recorded whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Significant additions or improvements extending asset lives are capitalized as incurred, while repairs and maintenance that do not improve or extend the life of the respective asset are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Certain assets and their related accumulated depreciation amounts are adjusted for asset retirements and disposals with the resulting gain or loss included in cost of operations in the consolidated statements of operations. See note 5, Property, Plant, and Equipment, for additional information. (e) Asset Impairments Long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. Such reviews are performed in accordance with ASC 360, Property, Plant, and Equipment. An impairment loss is indicated if the total future estimated undiscounted cash flows expected from an asset are less than its carrying amount. An impairment charge is measured as the excess of an asset’s carrying amount over its fair value with the difference recorded in operating costs and expenses in the consolidated statements of operations. Fair values are determined by a variety of valuation methods, including third-party appraisals, sales prices of similar assets, and present value techniques. There were no indicators of impairment loss as of December 31, 2023, 2022 and 2021. (f) Debt Issuance Costs Debt issuance costs consist of legal fees and closing costs incurred by TSN1 in obtaining its financing. These costs are capitalized and amortized as interest expense using the effective interest method over the term of the related debt, and are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt. There was no amortization expense recorded for the year ended December 31, 2023. (g) Intangible Asset Intangible asset represents the fair value of a software license acquired. The Company recognizes specifically identifiable intangible assets when specific rights and contracts are acquired. The asset is amortized on a straight-line basis over the term of the VPPA through 2041. See note 6, Intangible Asset, for additional information. (h) Leases The Company accounts for its leases under ASC 842, Leases, or ASC 842. ASC 842 requires the establishment of a lease liability and related right-of-use asset for all leases with a term longer than 12 months. The Company evaluates each arrangement at inception to determine if it contains a lease. The Company has elected to apply the practical expedient to not separate lease and non-lease components of the leases. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 20


 
The Company records its operating lease liabilities at the present value of the lease payments over the lease term at lease commencement date. Lease payments include fixed payment amounts, as well as variable rate payments based on an index initially measured at lease commencement date. Variable payments, including payments based on future performance and based on index changes, are recorded when the expense is probable. The Company determines the relevant lease term by evaluating whether renewal and termination options are reasonably certain to be exercised. The Company uses its incremental borrowing rate to calculate the present value of the lease payments, based on information available at the lease commencement date. All of the Company’s leases are operating leases. See note 12, Leases for information on the Company’s leases. (i) Income Taxes The Company is classified as a partnership for federal and state income tax purposes. Therefore, federal and most state income taxes are assessed at the partner level. The state of Texas, however, imposes a franchise tax (characterized as an income tax for U.S. GAAP purposes) to which the Company’s subsidiaries are subject. For the years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021, the Company had no current income tax expense and has calculated deferred income tax (benefit) expense of $(1.7) million, $163 thousand and $871 thousand, respectively. The Company has determined that, based on a more-likely-than not evaluation of the tax positions taken, there are no material uncertain tax positions to be recognized as of December 31, 2023, 2022 and 2021 by the Company. (j) Revenue Recognition Virtual Power Purchase Agreements The Company accounts for energy revenue recognized under the VPPAs in accordance with ASC 606, Revenue from Contracts with Customers, or ASC 606. Revenue from the sale of bundled RECs under the VPPAs is recognized when the related energy is generated and simultaneously delivered to the market, even in cases where there is a certification lag, as it has been deemed to be perfunctory as this is the point in time in which the performance obligation is satisfied and control of the REC is transferred to the customer. In such cases, it is often unnecessary to allocate transaction price to multiple performance obligations. For the years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021, Mesquite Sky incurred $295 thousand, $1.5 million, and $0, respectively, in availability damages to the offtakers under the VPPAs. For the year ended December 31, 2023, Mesquite Star Special incurred $96 thousand in availability damages to the offtakers under the VPPAs. Availability damages were recorded as a reduction to operating revenues in the consolidated statements of operations. Merchant Revenue The Company sells uncontracted electricity into the Electric Reliability Council of Texas, or ERCOT, real-time market. This merchant electric revenue is recognized when the electricity is produced by the facilities and simultaneously delivered to ERCOT. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 21


 
Unbundled Renewable Energy Certificates/Credits, or RECs Effective March 16, 2022, Mesquite Sky entered into an agreement with a third party for the sale of RECs generated from 2022 through 2026. RECs are sold at a fixed price up to a stated contract quantity as defined in the agreement. Revenue from the sale of the RECs is recognized when the related energy is generated and simultaneously delivered to the market, even in cases where there is a certification lag, as it has been deemed to be perfunctory as this is the point in time in which the performance obligation is satisfied and control of the REC is transferred to the customer. Termination of the agreement may be allowed under specific circumstances, such as under an event of default. Contract Amortization Included in other non-current assets on the consolidated balance sheets are capitalized costs to acquire the VPPAs at the Mesquite Sky Facility. The costs are amortized as a reduction to operating revenues on a straight-line basis over the terms of the VPPAs, through 2036. Derivative Revenue The Company accounts for the energy-related commodity contracts related to Mesquite Sky and Mesquite Star Special as derivative instruments in accordance with ASC 815, Derivatives and Hedging, or ASC 815, as described in note 2(k) below. As a result, the Company must mark the contracts to fair value each reporting period. The change in fair value of the energy-related commodity contracts is recorded to operating revenues. Also see note 4, Accounting for Derivative Instruments and Hedging Activities for further information on the energy-related commodity contracts. Disaggregated Revenues The following table summarizes the Company’s disaggregation of revenue from contracts with customers for the years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021 (in thousands): 2023 2022 2021 Energy revenues (a) (b) $ 4,038 $ (658) $ 27 REC revenues 1,075 1,364 — Other revenues (177) (23) — Contract amortization (154) (154) (6) Mark-to-market for derivative instruments (c) (6,217) (34,425) 1,199 Total operating revenues $ (1,435) $ (33,896) $ 1,220 (a) As of December 31, 2023 and 2022, $391 thousand and $463 thousand, respectively, is included in accounts payable - trade related to amounts due to the counterparties of the VPPAs and the qualified scheduling entity. (b) Includes settlement fees of $324 thousand and $3.1 million in 2023 and 2022, respectively, as described in note 1, Nature of Business. (c) Represents the (losses) gains from the change in fair value of the derivative instrument in accordance with ASC 815. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 22


 
Contract Balances The following table reflects the contract assets in the Company’s consolidated balance sheets as of December 31, 2023 and 2022 (in thousands): 2023 2022 Accounts receivable - contracts with customers $ 848 $ 274 Accounts receivable - derivative instruments 112 803 Accounts receivable - other (a) 8,762 — Total accounts receivable - trade $ 9,722 $ 1,077 (a) Included in 2023 are insurance proceeds, as described in note 5, Property, Plant, and Equipment, and liquidated damages due from Waaree, as described in note 1, TSN1 Agreements (d) Equipment Supply Agreement. (k) Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC 815, which requires the Company to recognize all derivative instruments on the balance sheet as either assets or liabilities and to measure them at fair value each reporting period unless they qualify for a normal purchase normal sale exception. The Company is party to long-term energy-related commodity contracts which are not designated as cash flow or fair value hedges. Settlements and changes in the fair value of the energy-related commodity contracts are recognized in operating revenues. The Company uses interest rate swaps to manage its interest rate exposure on long-term debt, which are not designated as cash flow hedges. Changes in the fair value of non-hedge derivatives are immediately recognized in earnings. Cash flows from derivatives not designated as cash flow hedges are classified as operating activities in the consolidated statements of cash flows. See note 4, Accounting for Derivative Instruments and Hedging Activities, for more information. (l) Risks and Uncertainties Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable – trade and derivative financial instruments. Accounts receivable are concentrated with commercial customers and a private university. The concentration of sales to a small group of customers may impact the Company’s overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry, or other conditions. However, the Company believes that the credit risk posed by such concentrations is offset by the creditworthiness of its customer base. The Company is also exposed to credit losses in the event of noncompliance by counterparties to its derivative financial instruments. Risks associated with the Company’s operations include the performance of the facilities below expected levels of efficiency and output, shutdowns due to the breakdown or failure of equipment, which could be further impacted by the inability to obtain replacement parts, or catastrophic events such as extreme weather, fires, earthquakes, floods, explosions, pandemics, or other similar occurrences affecting a power generation facility or its energy purchasers. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 23


 
Should a generation facility fail to perform at the required levels, or other unplanned disruptions occur, the facility may be forced to fulfill an underlying contractual obligation by purchasing electricity at higher prices. In addition, the Company’s facilities may be exposed, based on specific contractual terms, to a locational basis risk resulting from a difference in the price received for generation sold at the location where the power is generated and the price paid for generation purchased at the contracted delivery point, which could lead to potential lower revenues in circumstances where the price received is lower than the price that is paid. (m) Fair Value of Financial Instruments The Company accounts for the fair value of financial instruments in accordance with ASC 820, Fair Value Measurement, or ASC 820. The Company does not hold or issue financial instruments for trading purposes. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. • Level 3 – Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. In accordance with ASC 820, the Company determines the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement in its entirety. For cash, restricted cash, accounts receivable – trade, notes payable, notes payable – affiliate, accounts payable – trade, accounts payable – affiliate, and accrued and other current liabilities, the carrying amounts approximate fair value because of the short-term maturity of those instruments and are classified as Level 1 within the fair value hierarchy. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 24


 
The carrying amount and estimated fair value of the Company’s recorded financial instrument not carried at fair market value or that does not approximate fair value as of December 31, 2023 and 2022 is as follows (in thousands): 2023 2022 Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, including current portion (a) $ 101,696 $ 100,878 $ — $ — (a) Excludes net debt issuance costs, as shown in note 7, Long-Term Debt. The fair value of long-term debt is based on expected future cash flows discounted at current interest rates for similar instruments with equivalent credit quality and is classified as Level 3 within the fair value hierarchy. Derivative instruments, consisting of interest rate swaps, are recorded at fair value on the Company’s consolidated balance sheets on a recurring basis and are classified as Level 2 within the fair value hierarchy as the fair value is determined using an income approach, which uses readily observable inputs, such as forward interest rates and contractual terms to estimate fair value. Derivative instruments, consisting of energy-related commodity contracts, are recorded at fair value on the Company’s consolidated balance sheets on a recurring basis and are classified as Level 3 within the fair value hierarchy. Management uses quoted observable forward prices, and to the extent that quoted observable forward prices are not available, the quoted prices reflect the average of the forward prices from the prior year, adjusted for inflation. The Company’s energy-related commodity contracts are executed in illiquid markets. The significant unobservable inputs used in developing fair value include illiquid power tenors and location pricing, which is derived by extrapolating pricing as a basis to liquid locations. The tenor pricing and basis spread are based on observable market data when available or derived from historic prices and forward market prices from similar observable markets when not available. The fair value of each contract is discounted using a risk-free interest rate. In addition, the Company applies a credit reserve to reflect credit risk, which for interest rate swaps is calculated using the bilateral method based on published default probabilities. For commodities, to the extent that the Company’s net exposure under a specific master agreement is an asset, the Company uses the counterparty’s default swap rate. If the net exposure under a specific master agreement is a liability, the Company uses a proxy of its own default swap rate. For interest rate swaps and commodities, the credit reserve is added to the discounted fair value to reflect the exit price that a market participant would be willing to receive to assume the Company’s liabilities or that a market participant would be willing to pay for the Company’s assets. As of December 31, 2023, the non-performance reserves were an $10.9 million gain recorded to total operating revenues in the consolidated statements of operations. For further discussion, see note 4, Accounting for Derivative Instruments and Hedging Activities. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 25


 
(n) Commitments and Contingencies In the normal course of business, the Company is subject to various claims and litigation. Management of the Company expects that these various litigation items will not have a material adverse effect on the results of operations, cash flows, or financial position of the Company. (o) Asset Retirement Obligations The Company accounts for its asset retirement obligations, or AROs, in accordance with ASC 410-20, Asset Retirement Obligations, or ASC 410-20. Retirement obligations associated with long-lived assets included within the scope of ASC 410-20 are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. ASC 410-20 requires an entity to recognize the fair value of a liability for an ARO in the period in which it is incurred and a reasonable estimate of fair value can be made. Upon initial recognition of a liability for an ARO, other than when an ARO is assumed in an acquisition of the related long-lived asset, the Company capitalizes the asset retirement cost by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. See note 9, Asset Retirement Obligations, for further information. (p) Tax Equity Arrangements Certain portions of the Company’s noncontrolling interests in subsidiaries represent third-party interests in the net assets under certain tax equity arrangements, which are consolidated by the Company. The Company has determined that the provisions in the contractual agreements of these structures represent substantive profit sharing arrangements. Further, the Company has determined that the appropriate methodology for calculating the noncontrolling interest that reflects the substantive profit sharing arrangements is a balance sheet approach utilizing the hypothetical liquidation at book value, or HLBV, method. Under the HLBV method, the amounts reported as noncontrolling interests represent the amounts the tax equity investor would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements, assuming the net assets of the funding structures were liquidated at their recorded amounts determined in accordance with U.S. GAAP. The tax equity investor’s interest in the results of operations of the funding structures are determined as the difference in noncontrolling interests at the start and end of each reporting period, after taking into account any capital transactions between the structures and the funds’ investors. The calculations utilized to apply the HLBV method include estimated calculations of taxable income or losses for each reporting period. In addition, in certain circumstances, the Company and its partners in the tax equity arrangements agree that certain tax benefits are to be utilized outside of the tax equity arrangements, which may result in differences in the amount an investor would hypothetically receive at the initial balance sheet date calculated strictly in accordance with related contractual agreements. These differences are recognized in the consolidated statements of operations using a systematic and rational method over the period during which the investor is expected to achieve its target return. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 26


 
(q) Comprehensive Income (Loss) The Company’s total comprehensive income (loss) is equal to net income (loss) for the years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021. (r) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period, including the fair value of the energy-related commodity contract derivatives. Actual results may differ from those estimates. (s) Reclassifications Certain prior year amounts have been reclassified for comparative purposes. (3) Acquisitions Texas Solar Nova 1 On December 28, 2023, the Company acquired TSN1 BL Borrower Holdco LLC, or TSN1 BL Borrower, the indirect owner of TSN1, from Clearway Renew. The Company’s members each contributed their portion of the purchase price for their respective interest in TSN1 BL Borrower. Lighthouse Renewable Class A LLC contributed cash consideration of $22.8 million and HASI contributed cash consideration of $108.7 million. In addition, the Company reflected contributions made by Clearway Renew to fund construction reserves of $18.3 million, and $22.8 million contributed back to the Company from Lighthouse Renewable Class A LLC and utilized to repay long-term debt, as cash contributions in the consolidated statements of equity. TSN1 BL Borrower, through its wholly-owned subsidiary, TSN1 Class B Member, is the primary beneficiary and consolidates its interests in the tax equity fund, TSN1 TE Holdco, that holds the TSN1 Facility, as further described in note 10, Variable Interest Entities. The acquisition was determined to be an asset acquisition and the Company consolidates TSN1 BL Borrower on a prospective basis in its financial statements. The assets and liabilities transferred to the Company relate to interests under common control by Clearway Energy Group and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The sum of the purchase price paid by Lighthouse Renewable Class A and the historical cost of the Company’s net liabilities assumed of $5.9 million was recorded as an adjustment to contributed capital on the Company’s consolidated statements of equity. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 27


 
The following is a summary of assets and liabilities transferred in connection with the acquisition as of December 28, 2023 (in thousands): 2023 Assets: Cash $ 2,785 Property, plant, and equipment, net 361,650 Right-of-use assets, net 20,892 Derivative assets 4,405 Other current and non-current assets 6,299 Total assets acquired 396,031 Liabilities: Long-term debt (a) 348,919 Long-term lease liabilities 18,535 Other current and non-current liabilities 34,482 Total liabilities assumed 401,936 Net liabilities assumed $ (5,905) (a) Includes a $90.0 million construction loan, $109.1 million cash equity bridge loan and a $150.6 million tax equity bridge loan, offset by $0.8 million in unamortized debt issuance costs. See note 7, Long-term Debt, for further discussion of the long- term debt assumed in the acquisition. Mesquite Sky On December 17, 2021, the Company acquired the Class B membership interests in Mesquite Sky Holding LLC, or Mesquite Sky Holding, the indirect owner of Mesquite Sky, from Clearway Renew. Mesquite Sky Holding is a direct subsidiary of Lighthouse 2 and was a partnership between Lighthouse 2 and Apex Clean Energy Holdings, LLC. The Company’s members each contributed their portion of the purchase price, for their respective interest in Mesquite Sky Holding. Lighthouse Renewable Class A LLC paid cash consideration of $61.1 million and HASI paid cash consideration of $108.7 million, $107.1 million of which was paid on December 17, 2021 and an additional $1.6 million paid into an escrow account for the turbine not yet placed in service. On March 18, 2022, the Company acquired 100% of the Class A interests of Mesquite Sky Holding owned by Apex Clean Energy Holdings, LLC for $12.1 million. Effective with the acquisition, the Company owns 100% of Mesquite Sky Holding. The Company also paid $10.9 million to Clearway Renew as an additional purchase price for the acquisition of Mesquite Sky Holding. These payments were funded through contributions from the Company’s members comprised of $8.3 million from Lighthouse Renewable Class A LLC and $14.7 million from HASI. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 28


 
Mesquite Sky Holding, through its wholly-owned subsidiary, Mesquite Sky Class B, is the primary beneficiary and consolidates its interests in the tax equity fund, Mesquite Sky TE Holdco, that holds the Mesquite Sky Facility, as further described in note 10, Variable Interest Entities. The acquisition was determined to be an asset acquisition and the Company consolidates Mesquite Sky Holding on a prospective basis in its financial statements. The assets and liabilities transferred to the Company relate to interests under common control by Clearway Energy Group and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the cash paid and the historical cost of the Company’s net liabilities assumed of $8.3 million was recorded as an adjustment to contributed capital on the Company’s consolidated statements of equity. In addition, the Company reflected additional contributions paid by Clearway Renew and the portion of the Company’s purchase price utilized to repay long-term debt, totaling $52.3 million, as cash contributions in the consolidated statements of equity, and as an impact of the acquisition of Mesquite Sky in members’ equity. The following is a summary of assets and liabilities transferred in connection with the acquisition as of December 17, 2021 (in thousands): 2021 Assets: Current assets (a) $ 45,739 Property, plant, and equipment, net 376,864 Right-of-use assets 45,351 Other non-current assets 7,093 Total assets acquired 475,047 Liabilities: Long-term debt (b) 355,150 Long-term lease liabilities 44,967 Derivative liabilities 43,431 Other current and non-current liabilities 39,796 Total liabilities assumed (c) 483,344 Noncontrolling interests 620 Net liabilities assumed less noncontrolling interests $ (8,917) (a) Includes $43.9 million reserved for facility completion costs included in restricted cash on the Company’s consolidated balance sheet at acquisition date, which is included within the $52.3 million described above. (b) Repaid at acquisition date utilizing $240.5 million contributed by BHE B Tax Equity Holdings, recorded as contributions in noncontrolling interest, $107.1 million contributed by HASI, reflected in contributed capital, as well as the Company’s $61.1 million acquisition price. Of the $408.7 million contributed, $355.1 million was utilized to pay down the acquired debt and $0.9 million was utilized to pay associated fees. In addition, $53.1 million was distributed to Clearway Renew. The net of the Company’s $61.1 million acquisition price and the distribution to Clearway Renew of $53.1 million are included within the $52.3 million contributed by Clearway Renew described above. (c) Total liabilities assumed excludes amounts due to Clearway Renew as of December 31, 2021 of $6.1 million, of which $5.2 million was received from BHE B Tax Equity Holdings and HASI and was held in escrow accounts as of December 31, 2021. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 29


 
(4) Accounting for Derivative Instruments and Hedging Activities (a) Interest Rate Swaps TSN1 has entered into interest rate swaps, intended to hedge the risks associated with floating rate debt. TSN1 pays its counterparties the equivalent of a fixed interest payment on a predetermined notional amount, and quarterly, TSN1 receives the equivalent of a floating interest payment based on Term Secured Overnight Financing Rate, or Term SOFR, calculated on the same notional amount. The notional amount of the interest rate swaps decrease in proportion to the principal balance of the loan. The interest rate swaps have a fixed rate of 2.922% and mature in 2043. (b) Energy-Related Commodity Contracts Effective November 27, 2019, Mesquite Sky executed a 12-year agreement to sell power to a counterparty at a fixed price, that started on October 1, 2021. The energy-related commodity contract is intended to economically hedge Mesquite Sky Facility’s forecasted output through September 30, 2033. Effective May 3, 2019, Mesquite Star Special executed a 12-year agreement to sell power to a counterparty at a fixed price, that started on June 1, 2020. The energy-related commodity contract is intended to economically hedge Mesquite Star Special Facility’s forecasted output through May 31, 2032. (c) Volumetric Underlying Derivative Transactions The following table summarizes the net notional volume buy/(sell) of the Company’s open derivative transactions broken out by commodity as of December 31, 2023 and 2022: Total Volume (in thousands) Commodity Units 2023 2022 Power MWh (8,079) (4,326) Interest Dollars $ 95,686 $ — LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 30


 
(d) Fair Value of Derivative Transactions The following table summarizes the Company’s derivative assets and liabilities on the consolidated balance sheets as of December 31, 2023 and 2022 (in thousands): 2023 2022 Derivatives not designated as cash flow hedges: Derivative assets: Interest rate contracts current $ 1,644 $ — Interest rate contracts long-term 2,761 — Total derivative assets $ 4,405 $ — Derivative liabilities: Energy-related commodity contracts current $ 23,958 $ 9,236 Energy-related commodity contracts long-term 142,200 67,421 Total derivative liabilities $ 166,158 $ 76,657 (e) Derivative Fair Value Measurements The following table reconciles the beginning and ending balance of the energy-related commodity contracts that are recognized at fair value on the Company’s consolidated balance sheets using significant unobservable inputs (Level 3) for the years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021 (in thousands): 2023 2022 2021 Beginning balance $ (76,657) $ (42,232) $ (43,431) Settlements 13,854 17,004 — Total (losses) gains for the period included in earnings (20,071) (51,429) 1,199 Transfer from affiliate (83,284) — — Ending balance $ (166,158) $ (76,657) $ (42,232) Change in unrealized losses included in operating revenues for derivatives held as of December 31, $ (20,071) $ (51,429) $ 1,199 LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 31


 
The following tables quantify the significant unobservable inputs used in developing the fair value of the Company’s Level 3 energy-related commodity contracts as of December 31, 2023 and 2022: December 31, 2023 Fair Value Input/Range Assets (in thousands) Liabilities (in thousands) Valuation technique Significant unobservable input Low High Weighted average $ — $ (166,158) Discounted cash flow Forward market price (per MWh) $ 18.18 $ 81.62 $ 38.15 December 31, 2022 Fair Value Input/Range Assets (in thousands) Liabilities (in thousands) Valuation technique Significant unobservable input Low High Weighted average $ — $ (76,657) Discounted cash flow Forward market price (per MWh) $ 21.25 $ 68.66 $ 35.63 The following table provides the impact on the fair value measurements to increases/(decreases) in significant unobservable inputs as of December 31, 2023: Type Significant observable input Position Change in input Impact of fair value measurement Energy-related commodity contracts Forward market price power Sell Increase/(Decrease) Lower/(Higher (f) Impact of Interest Rate Swaps on the Consolidated Statements of Operations Mark-to-market gains and losses related to the Company’s interest rate swaps are recorded to interest expense. There was no impact to the consolidated statements of operations during 2023. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 32


 
(5) Property, Plant, and Equipment The Company’s major classes of property, plant, and equipment as of December 31, 2023 and 2022 were as follows (in thousands): 2023 2022 Depreciable lives Plant equipment $ 1,159,379 $ 358,378 10 - 35 years Buildings 5,308 2,941 28 - 30 years Land improvements 25,800 16,189 20 - 25 years Total property, plant, and equipment 1,190,487 377,508 Less accumulated depreciation (104,756) (19,449) Net property, plant, and equipment $ 1,085,731 $ 358,059 In October 2023, the Company retired one wind turbine at the Mesquite Star Special Facility that was determined to be irreparably damaged by a fire that occurred in March 2023 and recorded a loss on disposal of assets of $2.4 million. In December 2023, the Company recognized insurance proceeds of $4.3 million, which was recorded as an offsetting gain on disposal of assets and included in cost of operations in the consolidated statements of operations. At December 31, 2023, $4.3 million of insurance proceeds are included in accounts receivable – trade on the consolidated balance sheet, of which $545 thousand was subsequently received during the first quarter of 2024. As discussed in note 1, Nature of Business, Mesquite Star Special recorded liquidated damages of $7.3 million as a reduction to property, plant, and equipment, net on the consolidated balance sheet as of December 31, 2023, pursuant to a settlement agreement with Siemens under the turbine supply and commissioning agreement. (6) Intangible Asset As of December 31, 2023 and 2022, the intangible asset subject to amortization consists of the following (in thousands): 2023 2022 Software license $ 1,266 $ — Less accumulated amortization — — Net intangible asset $ 1,266 $ — There was no amortization expense recorded for the years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021. Amortization will begin in January 2024 and will be recorded to cost of operations in the consolidated statements of operations. Estimated amortization expense for each of the next five years is $70 thousand. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 33


 
(7) Long-Term Debt On December 28, 2023, as part of the acquisition of TSN1, as further described in note 3, Acquisitions, the Company assumed a financing agreement which included a $90.0 million construction loan, a $109.1 million cash equity bridge loan, and a $150.6 million tax equity bridge loan, offset by $810 thousand in unamortized debt issuance costs. At the acquisition date, the tax equity investor contributed $148.2 million, which was utilized, along with $22.8 million that was contributed back to the Company by Lighthouse Renewable Class A LLC, and the $108.7 million proceeds from the cash equity investor, to repay the cash equity bridge loan and the tax equity bridge loan, and to pay associated fees. Also at acquisition date, the construction loan was converted into a non-recourse term loan in the amount of $101.7 million, which includes an additional borrowing of $11.7 million. The final maturity date of the term loan is scheduled for December 28, 2028. On March 15, 2024, the financing agreement was amended, as further discussed in note 13, Subsequent Events. The term loan bears interest at a rate of Term SOFR plus an applicable margin, which is 1.75% per annum until the third anniversary of the term conversion, and 1.875% per annum thereafter through the term loan maturity date. The loans are secured by the Company’s interests in the TSN1 Facility. The financing agreement also provides for a letter of credit facility of up to $55.4 million, consisting of $14.2 million to support power purchase agreements, $6.3 million to support debt service requirements, and $34.9 million to support interconnection obligations. The Company pays on a quarterly basis a letter of credit fee ranging from 1.375% to 1.75% per annum on issued amounts under the letter of credit facility, a portion of which escalates by 0.125% on the third anniversary of term conversion. In addition, the Company pays quarterly commitment fees on any of the unused portions of the letter of credit commitments equal to 0.375% per annum. As of December 31, 2023, the amount of outstanding letters of credit totaled $55.2 million, of which $14.2 million supports the VPPA, $6.1 million supports debt service requirements, and $34.9 million supports interconnection obligations. The Company entered into interest rate swap agreements to hedge the majority of the variable interest rate exposure under the term loan. For further details regarding the interest rate swap agreements, see note 4, Accounting for Derivative Instruments and Hedging Activities. As of December 31, 2023 and 2022, long-term debt consists of the following (in thousands): 2023 2022 Total long-term debt (including current maturities) $ 101,696 $ — Less current maturities (2,296) — Less debt issuance costs, net (810) — Long-term debt $ 98,590 $ — LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 34


 
Annual payments based on the maturities of the Company’s debt as of December 31, 2023 are summarized as follows (in thousands): Year ending December 31: 2024 $ 2,296 2025 3,079 2026 3,458 2027 3,573 2028 89,290 $ 101,696 (8) Notes Payable Intercompany demand promissory notes issued by HASI are recorded as notes payable and intercompany demand promissory notes issued by Lighthouse Renewable Class A are recorded as notes payable – affiliate on the consolidated balance sheets. The notes can be repaid in whole or in part at any time and bear interest at 5.75% per annum, compounded quarterly. Interest is payable quarterly or at such other times as may be agreed upon by payor and payee. Effective August 31, 2023, pursuant to the terms of the Lighthouse Assignment and Assumption Agreement, the Company acquired and assumed from Lighthouse Renewable Holdco LLC, a separate partnership amongst the same members as the Company and another consolidated subsidiary of Lighthouse Renewable Class A, all of Lighthouse Renewable Holdco LLC’s rights, including any accrued and unpaid interest, and obligations in its capacity as payor under intercompany demand promissory notes, referred to as member loans. The member loans transferred to the Company, relating to the Mesquite Star Special Facility, consisted of principal and accrued interest of $8.6 million payable to HASI and $9.0 million payable to Lighthouse Renewable Class A. In connection with the transfer of the member loans, pursuant to a Lighthouse Members Assignment and Assumption Agreement, 75% of the member loans payable to Lighthouse Renewable Class A were assigned to HASI, in the amount of $6.7 million. During 2023, pursuant to permitted working capital loans under the LLCA, member loans were issued of $2.9 million from HASI and $2.9 million from Lighthouse Renewable Class A in support of the Mesquite Sky Facility. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 35


 
(9) Asset Retirement Obligations The Company’s AROs are primarily related to future costs associated with site reclamation, facilities dismantlement, and removal of environmental hazards. The following table represents the balance of the AROs, along with the related activity for the year ended December 31, 2023 (in thousands): Balance as of December 31, 2022 $ 1,022 Liabilities transferred from affiliate 4,916 Acquired liabilities 12,530 Accretion expense 182 Balance as of December 31, 2023 $ 18,650 (10) Variable Interest Entities, or VIEs The Company has a controlling financial interest in certain entities which have been identified as VIEs under ASC 810, Consolidations. These arrangements are related to tax equity arrangements entered into with third parties in order to monetize certain tax credits associated with wind and solar facilities. Under the Company’s arrangements that have been identified as VIEs, the third-party investors are allocated earnings, tax attributes, and distributable cash in accordance with the respective limited liability company agreements. Many of these arrangements also provide a mechanism to facilitate achievement of the investor’s specified return by providing incremental cash distributions to the investor at a specified date if the specified return has not yet been achieved. The Company indirectly holds the Class B membership interests in several tax equity funds, which include Mesquite Sky TE Holdco, Mesquite Star TE Holdco and TSN1 TE Holdco. The following is a summary of significant activity during 2023, 2022 and 2021 related to the Company’s consolidated VIEs: Mesquite Sky TE Holdco As described in note 3, Acquisitions, on December 17, 2021, the Company acquired Mesquite Sky Holding, the indirect owner of the Class B membership interests of Mesquite Sky TE Holdco, a tax equity fund that owns the Mesquite Sky Facility. The Company, through its ownership of Mesquite Sky Holding, consolidates Mesquite Sky TE Holdco, which is a VIE, as it is the primary beneficiary through its role as the managing member. The Class A membership interests in Mesquite Sky TE Holdco are held by a tax equity investor, BHE B Tax Equity Holdings, and are reflected as noncontrolling interest on the Company’s consolidated balance sheets. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 36


 
Mesquite Star TE Holdco As described in note 1, Mesquite Star Special LLC, on August 31, 2023, the Company was transferred the ownership interest in Mesquite Star Class B, the owner of the Class B membership interests of Mesquite Star TE Holdco, a tax equity fund that owns the Mesquite Star Special Facility. The Company, through its ownership of Mesquite Star Class B, consolidates Mesquite Star TE Holdco, which is a VIE, as it is the primary beneficiary through its role as the managing member. The Class A membership interests in Mesquite Star TE Holdco are held by a tax equity investor, MidAmerican, and are reflected as noncontrolling interest on the Company’s consolidated balance sheets. TSN1 TE Holdco As described in note 3, Acquisitions, on December 28, 2023, the Company acquired TSN1 BL Borrower, the indirect owner of the Class B membership interests of TSN1 TE Holdco, a tax equity fund that owns the TSN1 Facility. The Company, through its ownership of TSN1 BL Borrower, consolidates TSN1 TE Holdco, which is a VIE, as it is the primary beneficiary through its role as the managing member. The Class A membership interests in TSN1 TE Holdco are held by a tax equity investor, JPMorgan Chase, and are reflected as noncontrolling interest on the Company’s consolidated balance sheets. Summarized financial information for the Company’s consolidated VIEs as of December 31, 2023 consisted of the following (in thousands): Mesquite Sky TE Holdco Mesquite Star TE Holdco TSN1 TE Holdco Other current and non-current assets $ 44,411 $ 44,936 $ 44,841 Property, plant, and equipment, net 344,521 379,560 361,650 Intangible asset — — 1,266 Total assets 388,932 424,496 407,757 Current liabilities 29,215 28,069 15,534 Non-current liabilities 118,684 119,852 31,013 Total liabilities 147,899 147,921 46,547 Net assets $ 241,033 $ 276,575 $ 361,210 LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 37


 
Summarized financial information for the Company’s consolidated VIE as of December 31, 2022 consisted of the following (in thousands): Mesquite Sky TE Holdco Other current and non-current assets $ 49,569 Property, plant, and equipment, net 358,059 Total assets 407,628 Current liabilities 19,162 Non-current liabilities 115,494 Total liabilities 134,656 Net assets $ 272,972 (11) Related Party Transactions The Company has the following related party transactions and relationships, in addition to intercompany demand promissory notes described in note 8, Notes Payable. Amounts due to Clearway Energy Group subsidiaries are recorded as accounts payable – affiliate and amounts due to the Company from Clearway Energy Group subsidiaries are recorded as accounts receivable – affiliate on the Company’s consolidated balance sheets. These account balances are netted by affiliate party. Management Services Agreement Lighthouse 2 entered into a Management Services Agreement for asset management and administration services with Clearway Asset Services LLC, a subsidiary of Clearway Energy Group. The agreement has an initial term of ten years commencing on December 17, 2021 with provisions for extension until terminated. The agreement provides for the payment of fixed fees that escalate annually, as defined in the agreement, and for the reimbursement of reasonable expenses incurred in connection with its services. For the years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021, Lighthouse 2 incurred costs of approximately $98 thousand, $114 thousand and $0, respectively, under this agreement. These costs are included in cost of operations in the consolidated statements of operations. Construction Management Agreement Mesquite Sky entered into a Construction Management Agreement with Renewables Construction LLC, or Renewables Construction, a subsidiary of Clearway Renew. Under the terms of the contract, Renewables Construction provided certain construction management and administrative services for the Mesquite Sky Facility. As full compensation for the services provided, Renewables Construction was entitled to payment of a service fee totaling $3.0 million. The service fee was payable in monthly installments commencing December 31, 2020 and ending on January 31, 2022. Total fees incurred under this agreement for the year ended December 31, 2022 and the period from December 17, 2021 through December 31, 2021 were $241 thousand and $93 thousand, respectively, all of which were capitalized and reflected in property, plant, and equipment, net on the Company’s consolidated balance sheets. Mesquite Sky’s obligations have been fulfilled under this agreement. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 38


 
Operation & Maintenance Agreement Clearway Renewable Operation & Maintenance LLC, or RENOM, a subsidiary of Clearway Energy Group, provides operation and maintenance services to the facilities for the balance of plants not covered by maintenance and service agreements with third parties, pursuant to Operation and Maintenance Agreements, or O&M Agreements. The O&M agreements have an initial term expiring on May 17, 2029 for Mesquite Star Special, December 17, 2031 for Mesquite Sky, and October 24, 2032 for TSN1, with provisions for automatic five-year extensions until terminated. The O&M Agreements allow for reimbursement of mobilization expenses, commissioning and start-up expenses, and direct operating and capital improvement expenses, including a five percent markup. Additionally, there is an annual profit fee, subject to performance factors and annual escalation. On October 23, 2023, the Mesquite Sky and Mesquite Star Special O&M Agreements were amended and restated in their entirety, effectively retroactive to July 11, 2022. The amended and restated agreements provided for a downward adjustment to their annual profit fee per turbine. For the years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021, the Company incurred costs of approximately $0.9 million, $1.6 million and $0, respectively, under these agreements. These costs are included in cost of operations in the consolidated statements of operations. Project Administrative Agreement Clearway Asset Services LLC provides administrative services to the facilities pursuant to Project Administrative Agreements. The agreements have an initial term of ten years commencing on May 7, 2019 for Mesquite Star Special, December 30, 2020 for Mesquite Sky, and October 24, 2022 for TSN1, with provisions for extension until terminated. The agreements provide for the payment of fixed fees that escalate annually, as defined in the agreements, and for the reimbursement of reasonable expenses incurred in connection with its services. For the years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021, the Company incurred costs of approximately $422 thousand, $324 thousand and $12 thousand, respectively, under these agreements. These costs are included in cost of operations in the consolidated statements of operations. (12) Leases The facilities owned by the Company entered into various land lease and easement agreements. The terms and conditions for these leases vary by the type of underlying asset. Lease costs are included in cost of operations in the consolidated statements of operations. During 2022, Mesquite Sky changed the incremental borrowing rate and remeasured its operating lease liabilities and right-of-use assets, which resulted in a decrease to each balance of $11.2 million. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 39


 
Lease expense for the years ended December 31, 2023 and 2022 and the period from December 17, 2021 through December 31, 2021 was comprised of the following (in thousands): 2023 2022 2021 Operating lease cost - Fixed $ 2,483 $ 1,797 $ 69 Operating lease cost - Variable 610 343 — Total lease cost $ 3,093 $ 2,140 $ 69 Operating lease information as of December 31, 2023 and 2022 was as follows (in thousands, except term and rate): 2023 2022 Right-of-use assets - operating leases, net $ 82,921 $ 33,597 Short-term lease liability - operating leases $ 524 $ 168 Long-term lease liability - operating leases 85,361 34,016 Total lease liabilities $ 85,885 $ 34,184 Weighted average remaining lease term 30 years 34 years Weighted average discount rate 3.97 % 3.50 % Year ended December 31, 2023 2022 Cash paid for operating leases $ 2,118 $ 1,360 Minimum future rental payments of operating lease liabilities as of December 31, 2023 are as follows (in thousands): 2024 $ 3,922 2025 4,085 2026 4,139 2027 4,309 2028 4,309 Thereafter 132,799 Total lease payments 153,563 Less imputed interest (67,678) Total lease liability - operating leases $ 85,885 LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 40


 
(13) Subsequent Events On March 15, 2024, TSN1 TE Holdco acquired Texas Solar Nova 2, LLC, or TSN2, a 200 MW solar facility that is located in Kent County, Texas, from TSN2 Holdings, LLC, a subsidiary of Clearway Renew, pursuant to a MIPA, dated August 30, 2023. TSN1 TE Holdco’s purchase price consisted of $111.9 million paid to the seller, $16.7 million of which was contributed by Lighthouse Renewable Class A LLC and $95.2 million was contributed by HASI. The tax equity partner, JPMorgan Chase, contributed $130.3 million in connection with the acquisition. On March 15, 2024, the net proceeds from the acquisition of TSN2 were contributed back to the Company from Clearway Energy Group and were utilized to repay the cash equity bridge loan and the tax equity bridge loan that were transferred in connection with the acquisition, along with related fees. Also on March 15, 2024, the Company’s financing agreement was amended to merge the project-level debt of TSN1 and TSN2 as a combined term loan. As a result, (i) the term loan facility increased by $80.3 million and the maturity date was extended to March 15, 2029 and (ii) the LC facility increased by $35.4 million, consisting of $11.4 million to support power purchase agreements, $5 million to support debt service requirements, $11.9 million to support interconnection obligations, and $7.1 million to support REC agreements, and the maturity date is extendable to March 15, 2029. The Company has evaluated subsequent events from the balance sheet date through March 28, 2024, the date at which the consolidated financial statements were available to be issued, and determined that there are no other items to disclose other than the events described elsewhere in the notes to consolidated financial statements. LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023, 2022 and 2021 41