Good day, ladies and gentlemen, and welcome to Clearway Energy, Inc.'s Third Quarter 2018 Earnings Call. [Operator Instructions] As a reminder, today's conference is being recorded. I would now like to turn the call over to Chris Sotos, President and CEO. Sir, you may begin.

Thank you, Chelsea. Good morning, and thank you to everyone for joining today's call. Before we begin, I'd like to quickly note that today's discussion will contain forward-looking statements, which are based on assumptions that we believe to be reasonable as of this date. Actual results may differ materially. Please review the safe harbor in today's presentation as well as the risk factors in our SEC filings. In addition, we will refer to both GAAP and non-GAAP financial measures. For information regarding our non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures, please refer to today's presentation. I'm joined by Chad Plotkin, CFO of Clearway Energy, Inc.; as well as Craig Cornelius, President and CEO of Clearway Group, who will be available for questions. In addition, I'd like to introduce Akil Marsh, who recently joined our team in Investor Relations. Akil is a great add. I know with his background in MLP research, he'll be able to get up to speed in our business model quickly and be helpful in communicating with our investors going forward. Turning to Page 4 and starting with the financial update. With overall favorable results, we are pleased to report third quarter CAFD generation of $156 million and adjusted EBITDA of $290 million. Additionally, we are maintaining our full year 2018 guidance of $285 million of CAFD and $985 million of adjusted EBITDA. Clearway is also announcing a quarterly dividend increase to $0.331 a share in the fourth quarter of 2018, achieving our previously committed growth target of 15% year-over-year. Looking forward to 2019, we're now guiding to $295 million of CAFD, which takes into account the effect of the 2020 convertible notes that tendered in October, an assumption we have not previously made when we last update you in September. We…

Thank you, Chris. And turning to Slide 9. For the third quarter, the company is reporting adjusted EBITDA of $290 million and cash available for distribution, or CAFD, of $156 million. These results were above our median expectations and again, demonstrated the benefit of our diversified portfolio as performance at the Renewable segment insulated the platform from underperformance at the Conventional segment. For Renewables, strong production in the quarter across the Alta project more than offset below-expectation production for the balance of the wind fleet and our solar assets. In the Conventional segment, higher start revenue at Marsh Landing provided an offset to temporary outages at both Walnut Creek and El Segundo. With the third quarter behind us, Clearway Energy now has realized $783 million in adjusted EBITDA and $250 million of CAFD year-to-date. These results keep the company on track to achieve the updated full year financial guidance provided on the September 11 investor call at $985 million for adjusted EBITDA and $285 million for CAFD. As a reminder, full year guidance does assume the Renewable portfolio operates at P50 median expectations for the balance of the year. On that point, we remind you to review the sensitivities provided in the appendix section of this presentation as the favorable renewable energy conditions realized during the third quarter did reverse in October as production across most of the wind portfolio was below expectations. During the quarter, the company also made significant progress on its capital formation objectives by raising $675 million through the issuance of $600 million in new 2025 senior notes and an opportunistic block equity transaction of $75 million. Both financings were at attractive economics relative to the assumptions used in the September presentation, providing for moderately improved accretion in the redeployment of this capital. As it relates…

Thank you, Chad. Turn to Page 13. In conclusion, this year has been a transformative one for Clearway Energy. We're coming out the other side of the energy transaction with a stronger sponsor and improved growth pipeline and most importantly, we now work with approximately 260 employees at Clearway Energy, Inc. and another approximate 500 employees at Clearway Group, all working in alignment to add value to our platform each and every day. Clearway has continued to meet its financial commitments for 2018, including the increase in its dividend by 15% year-over-year. Clearway was able to transition to a new sponsor in GIP and the Clearway Group with minimal CAFD leakage and increased growth prospects. There is still significant work on transition and integration but so far, the process has gone well. We continue to demonstrate execution on our most important metric, CAFD per share, with a variety of investments that add to the portfolio on a long-term contracted basis at accretive CAFD yields. Finally, while executing on this growth, we have emerged from the NRG transaction with our ratings intact, demonstrating access to the capital markets and maintaining a balance of debt and equity capital formation. While we have realized significant execution toward our growth goals in 2018, we are just getting started in terms of what this platform can accomplish going forward. Operator, please open the line for questions.

[Operator Instructions] Your first question comes from the line of Abe Azar from Deutsche Bank. And due to no response we will go to our next question. Our next question comes from the line of Julien Dumoulin-Smith with Bank of America Merrill Lynch. Your line is now open.

Hey good morning.

Hey Julien.

So I wanted to follow up a little bit on the 2019 guidance. Can you talk a little bit about what a run rate exit might look like at the end of 2019? I just –really, what I'm trying to get at is the incremental CAFD contributions from the litany of different growth projects you have ongoing. And then perhaps embedded with that, you obviously talk about 5% to 8% DPS growth targets. Obviously, you don't see that necessarily explicitly in the CAFD year-over-year. Can you talk about perhaps the other contemplated drops to kind of get you to that 5% to 8%? Obviously, there's a payout lever – payout ratio lever here as well to ensure that you hit that target overall. But again, I think the emphasis is contemplated growth opportunities and run rate by year-end as well as future drops and priorities on that in 2019, too.

Chad, why don't you answer that?

Sure. Julien, I guess, we always – I think the use of run rate, we tend to avoid because run rate in a portfolio, the way we guide, obviously, there's always going to be small, moving variables here and there. But I think with what we presented, the way we would look at it is, if all the growth investments are executed, and you're looking at them on a sort of an annualized basis on this kind of 5-year CAFD profile we see, excluding Agua Caliente, that $320 million number is sort of a good number to think about. Now obviously, that excludes Agua Caliente, ignoring other corporate financing that will be required to help fund that. Obviously, Agua Caliente, given what we said here, is roughly another $10 million, so – or excuse me, like $12 million, and then you have the net of the financing. We can determine what that would be. So then that would be additive to that coming out of the number. I think from – as far as how we could think about guidance and stuff, our general view will stay is that, we will guide or provide outlook when we have binding commitments, and that's core – sort of the general philosophy we'll have. I think your question down on the payout ratio was, I think if we looked at it and we thought about that run rate relative to sort of that 5% to 8%, I think it's reasonable to assume we're sort of at the upper end of our targets, between the low and the midpoint of that. So we think that is achievable. And then, obviously, there's the other growth that we would expect to see in the existing ROFO assets or any other growth that comes through the portfolio from Thermal, et cetera.

Right. And maybe, can you elaborate a little bit on the priorities if you were to think about the ROFO commitment? Sort of in order of priority, which assets do you think come first in terms of drops incrementally from here?

Sure, I think really in terms of the ROFO, what's left is Mesquite Star, Langford and DG. So I mean, DG kind of happens through the course of the year with every quarter. Mesquite is probably, obviously, a little bit longer just due to its COD in 2020. So I'd say, for this year, Carlsbad's kind of January. Yes, Agua would be kind of by first quarter. And then in terms of drop-downs, it's probably much more back half of 2019, early 2020 from Mesquite Star without the DG piece.

Thank you, all very much. Have a great day.

Thank you. Our next question comes from the line of Angie Storozynski with Macquarie. Your line is open.

Thank you. So two questions. So one, based on your capital needs for 2019, basically it implies that you need about a $300 million convert. And I understand that you do have some flexibility given your revolver and the GIP backstop for Carlsbad. But I mean, is it just purely dependent on market conditions when you're going to issue it? And then secondly, why didn't you include Agua Caliente in your guidance, but you did include it in your financing plans?

Sure. I'll kind of – in terms of your two questions, the first one is, yes, we'll decide to convert due to market conditions at the time because we do have enough liquidity due to the 2 sources you mentioned to kind of handle it if we don't need to. But I think, we view the market as pretty good and especially, we're kind of, obviously, refinancing paper that's already out there for the vast majority that left. That's usually positive. To your second question, we literally just received the offer on Agua, so we don't have a binding PSA completed to kind of fully update guidance. However, I think it makes sense for us to kind of give you and our investors a view as to what we will need probably to issue in terms of corporate debt and equity to fund it. So we would only increase guidance once it's kind of done it, and we know exactly where within those ranges we sit. But once again, we wanted to give you, as our investor community, kind of a view as to what capital raising within degrees of freedom we may need in the future.

Okay. And one just bigger picture question. So congratulations on strong results for the quarter, which you said were driven by this very large wind farm that you have. I mean, do you feel like you have a pretty meaningful concentration risk in this one asset and, as such, going forward, you should be adding no wind assets? I mean, I understand that that's what with the acquisitions that are going to be happening in 2019. But is this just basically a plan that you need to sort of minimize your exposure to wind farms?

I wouldn't say wind farms in general. We do have a significant exposure to the Tehachapi. There's no way to argue the converse. I think, however, from our perspective, what you've seen is over the course of the past couple of years is kind of general, we'll probably do more solar acquisitions than wind in general to diversify away from kind of that wind concentration. But I think our view of wind isn't necessarily to diversify away from wind, but to diversify away from Tehachapi. So the Mesquite Star project, when that comes online, that's in Texas in ERCOT. And so even though it's a wind project, obviously, not correlated with Tehachapi. And then also, you've seen us kind of look a lot in solar assets as well, kind of to diversify away from that. So we do have a significant concentration in the Tehachapi region. And then Craig, I don't if anything to add from your view on your origination going forward for your development pipeline.

Yes, Angie, it's a good question. We actually have spent a lot of time on – in doing our new development and asset acquisition, looking at correlations of wind resource to Tehachapi. So within the 9.6 gigawatt pipeline that we're developing today pretty intentionally, we're looking to create a more diversified fleet for CWEN over time, both in relation to resource within wind, across generator types and across customer segments and ISOs. So – and certainly over time, I think we can provide more insight into the regional decomposition we provided some in the investor update call in September. But our goal is we look ahead to 2020 and 2021 and '22 for the projects that we bring forward to CWEN or drop down to create a more diversified fleet over time.

Thank you.

Thank you. Our next question comes from the line of Michael Lapides with Goldman Sachs. Your line is open.

Hey guys, thanks for taking my question. Real quick. If I'm looking at Slide 7, what is the main difference between what you're defining as advanced or intermediate pipeline, the 4.1 gigawatts versus the 9.5 gigawatts you show in the upper-right hand side? And of the 4.1 gigawatts, how much of those actually have PPA contracts right now?

Craig, why don't you walk through that, if you don't mind.

Sure, you bet. So Chris had summarized the definitions of our advanced stage projects in his prepared remarks. Intermediate-stage projects have site control for more than 50% of the acreage that's required to build a facility. Interconnection feasibility studies are complete. Preliminary permitting studies are complete and an application has been readied. We've got an indicative design base of layout. Our preliminary interactions with equipment vendors for what we're planning to put into the project and a power marketing plan's been developed and often with initial customer engagement in progress on projects. So that's kind of what that 4.1 gigawatt portion of the pipeline looks like. And in general, together, we're looking for projects in those stages to be reaching NTP or a start of construction within the next 24 to 30 months generally during the next 2 to 2.5 years. So that's that basis. And then in earlier stages, you can imagine backing up to earlier point. So you've got an initial interconnection application submitted. We've got wind owner negotiation or site control underway but less than that 50% threshold, for example, for acreage secured in general projects that are earlier stages, we'd look to see being readied for start of construction, more than 2.5 years from now. So that's sort of a way to think about it. In terms of our ability to progress intermediate-stage projects, I think we touched on the – on this in the investor update call that we did in September. And if you look back eventually to some of the slides that we'd showed around our proven track record, it's interesting to note that a substantial share of what was ultimately dropped down into CWEN over 2016 and 2017 were projects that we'd started in 2015 at the intermediate stage and permitted, contracted, financed, constructed and completed for drop-down by the end of 2017. So I think we hope that there will be reasonable conversion rate of intermediate-stage projects for drop-downs as you look into the 2020 and '21 period. And for advanced-stage projects, we usually complete those entirely.

Got it. And just real quick, kind of following up on my last item, roughly of the 4.1 gigawatt, roughly how much of that has PPAs today?

Typically an intermediate-stage project would not have a PPA yet. So a subset of the advanced-stage projects have PPAs on them, a meaningful fraction of those. I think, thus far, it's not been our intent to provide disclosure around that specific volume. But it's safe to say that if our general thought process is that advanced-stage projects are going to go into construction within the next 2 years, we've got PPAs or line of sight to PPAs on a substantial share of that, that 1.1 gigawatts in power marketing process and underway for intermediate-stage projects with the hope that those will start to see PPAs on them over the course of the next 12 months.

Got it. And just one last one. There are a lot of renewable developers out there, both large-cap companies as well as lots of independent or privately held ones. What do you think your differentiating factor is relative to the competition?

Sure. First, I think, as one of the biggest renewable owner-operators today in the country with our affiliate with CWEN. For customers who want to know who's going to supply them their power over these long-term contracts, we are very much a credible and durable counterparty for them to do business with. And I think the most sophisticated of those customers are starting to appreciate how important it is to have a provider who they trust. They have objectives to meet when they sign a contract. They want to see a project get constructed. They want to see it operated by people who they can trust, and that makes a difference often. The other competitive advantages that we think we have, often times because of the scale that we have in certain regions in particular, we have operating cost advantages as a result of the number of turbines that we operate in the location or the staffing that we can deploy across multiple sites. And that shows up over the course of a 30-year pro forma that gives us an advantage in terms of the way that we price PPAs. We also see better financing terms, and that's actually, I think, a more important thing as we get towards the end of the PTC life cycle. Because financing providers can choose amongst projects and increasingly, I think, will choose quality and sponsors who they trust. And lastly, in a lot of cases, we actually – we have incumbent customer relationships. So not long from now actually, one of the PPAs that we'll announce publicly for the Mesquite Star project started with the customer relationship on a community solar project that's in operation in CWEN fleet today. And we're seeing a number of customers come back as repeat customers at greater scale. And their trust that's been developed in getting a good service from us to date puts them in a position to want to do more business with us over time.

[Operator Instructions] Our next question comes from the line of Colin Rusch with Oppenheimer. Your line is open.

Guys, could you talk about your cash needs to the end of 2019 for the planned pipeline development? And then I have a couple of follow-ups.

Sure. On the pipeline that's not a – I think I'll let Chad kind of go over for purchases of assets. On pipeline development, I know we haven't – or neither has Craig's team negotiate that. So in terms of the capital we need, I'm going to let Chad address that question.

Yes. I guess, Colin, when you say end of 2019, maybe I wasn't sure I followed. I mean, I think the capital need...

Yes, I mean, so acquisition needs are extremely clear. I'm just talking about moving this pipeline forward to be ready for 2020 through 2022 growth. How much cash are you going to put into the business?

Yes, I mean, that's, frankly, very dependent on the purchase prices for what kind of Craig and the Clearway Energy Group wants to sell things at. From a development standpoint, we don't put in any capital to get that done, other than the Thermal piece, which is between $3 million and $4 million a year. So I think for the public entity, the answer is $3 million to $4 million a year on the Thermal side. Really, the capital we have to put is dependent on purchase prices in the future of that but it wouldn't drop to us.

Okay, great. That's very helpful. And then are you evaluating liquidating any of the portfolio to free up cash or arbitrage the market dynamics? We've certainly seen some of your peers doing that. Is that something that's on the table? And how quickly could it be on the table?

I mean, I think we look at all of our assets to see prices that are available in the market. And if there's a strong price, we definitely would consider selling up an asset. I think in terms of speed, once again, I mean, diligence processes typically take some time to make sure you get the most robust price. But to your question, we always look at those type of opportunities.

Our next question comes from the line of Shar Pourreza will Guggenheim Partners. Your line is now open.

So you guys talked a lot about sort of your financing and ATM and converts. But let me ask you, is there – and we saw a peer do something very similar to this. Is there an opportunity to look at sort of partnerships or a JV structure to finance acquisitions similar to what we saw with the recent BlackRock deal?

I'll answer and then let Chad. I think there's always opportunities. However, I think in this case, you do have – in terms of what we're refinancing in the near term, given the 2019 converts in February, yes, that's a pretty – that is a public vehicle, and so we, obviously, think there will be public demand to replace that paper. So to answer your question, yes, the type of funding opportunities are available through JV, and we look at those from time to time. But I would think that the expected case would not be that in the near term.

Okay, not in – okay, good. And Chad, let me just a quick clarification, just on the committed investments and growth projects. Did you highlight top end of sort of your CAFD per share growth of 8% through your outlook?

No. I think what the question was is, if we thought about our outlook number at the upper end of our payout ratio, that would be supportive of probably like the lower to the midpoint of our 5% to 8%.

Our next question comes from the line of Abe Azar with Deutsche Bank. Your line is now open.

Can you provide any more details about the new PPAs that you talked about on Slide 7? Is the 260 megawatts, is that at Mesquite Star? Or is that something different? And then the 300-megawatt hours, is that a battery. Because I don't see any batteries on the pipeline list there.

Craig, I'll let you walk through that.

Yes, sure. So this disclosure is for project that are not already on the CWEN ROFO list, so those quantities don't apply to Mesquite Star. And the – so those PPAs are for new projects that prospectively, at a later date, might be placed on the CWEN ROFO list that are not there today. As for the counted megawatt hours, that applies to battery, energy storage system that would be integrated with a PV facility once constructed as a part of a combined product for a utility customer.

Okay, and just to clarify, this is basically inside the advanced 1.1 gigawatts right now.

Actually, those 2 projects are still within the intermediate stage and would be presumably reaching advanced stage progression during the course of the first quarter of next year.

I'm showing no further questions at this time. I would now like to turn the call back to Chris Sotos for closing remarks.

Thank you. Thank you, everyone, for attending the call, and look forward to talking to you again next quarter for our year-end. So appreciate it. Take care.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program, and you may all disconnect. Everyone, have a great day.