Variable Interest Entities (Tables)

9 Months Ended

Sep. 30, 2024

Consolidated VIEs- Assets and Liabilities

The table below shows the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the consolidated financial statements as of September 30, 2024 and December 31, 2023. The assets, except as noted in the footnotes to the table below, can only be used to settle obligations of the VIEs. The liabilities, except as noted in the footnotes to the table below, are such that creditors, or beneficiaries, do not have recourse to our general credit.


	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	61	$	48
Restricted cash and cash equivalents	51		47
Accounts receivable
Customer accounts receivable, net	41		19
Other accounts receivable, net	10		10
Inventories, net
Materials and supplies	13		14
Other current assets	1,811		1,249
Total current assets	1,987		1,387
Property, plant, and equipment, net	2,017		1,979
Other noncurrent assets	149		166
Total noncurrent assets	2,166		2,145
Total assets(a)	$	4,153	$	3,532

Long-term debt due within one year	$	64	$	63
Accounts payable and accrued expenses	59		31
Total current liabilities	123		94
Long-term debt	653		704
Asset retirement obligations	204		190
Other noncurrent liabilities	2		2
Total noncurrent liabilities	859		896
Total liabilities	$	982	$	990

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(a)Our balances include unrestricted assets for current unamortized energy contract assets of $22 million and $22 million, disclosed within other current assets in the table above and noncurrent unamortized energy contract assets of $139 million and $155 million, disclosed within other noncurrent assets in the table above as of September 30, 2024 and December 31, 2023, respectively.

Schedule of Variable Interest Entities

As of September 30, 2024 and December 31, 2023, our consolidated VIEs included the following:

Consolidated VIE or VIE groups:

Reason entity is a VIE:

Reason we are the primary beneficiary:

CRP - A collection of wind and solar project entities. We have a 51% equity ownership in CRP. See additional discussion below.

Similar structure to a limited partnership and the limited partners do not have kick out rights with respect to the general partner.

We conduct the operational activities.

Bluestem Wind Energy Holdings, LLC - A Tax Equity structure which is consolidated by CRP.

Similar structure to a limited partnership and the limited partners do not have kick out rights with respect to the general partner.

We conduct the operational activities.

Antelope Valley - A solar generating facility, which is 100% owned by us. Antelope Valley sells all of its output to PG&E through a PPA.

The PPA contract absorbs variability through a performance guarantee.

We conduct all activities.

NER - A bankruptcy remote, special purpose entity which is 100% owned by us, which purchases certain of our customer accounts receivable arising from the sale of retail electricity.

NER’s assets will be available first and foremost to satisfy the claims of the creditors of NER. Refer to Note 6 —Accounts Receivable for additional information on the sale of receivables.

Equity capitalization is insufficient to support its operations.

We conduct all activities.

The following table presents summary information about our significant unconsolidated VIE entities:


	September 30, 2024						December 31, 2023
	Commercial Agreement VIEs		Equity Investment VIEs		Total		Commercial Agreement VIEs		Equity Investment VIEs		Total
Total assets(a)	$	671	$	—	$	671	$	704	$	—	$	704
Total liabilities(a)	55		—		55		77		—		77

Other ownership interests in VIE(a)	616		—		616		627		—		627

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(a)These items represent amounts on the unconsolidated VIE balance sheets, not in the Consolidated Balance Sheets. These items are included to provide information regarding the relative size of the unconsolidated VIEs. We do not have any exposure to loss as we do not have a carrying amount in the equity investment VIEs as of September 30, 2024 and December 31, 2023.

As of September 30, 2024 and December 31, 2023 the unconsolidated VIEs consist of:

Unconsolidated VIE groups:

Reason entity is a VIE:

Reason we are not the primary beneficiary:

Energy Purchase and Sale agreements - We have several energy purchase and sale agreements with generating facilities.

PPA contracts that absorb variability through fixed pricing.

We do not conduct the operational activities.

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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