HA Sustainable Infrastructure Capital, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurements

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value accounting guidance provides a three-level hierarchy for classifying financial instruments. The levels of inputs used to determine the fair value of our financial assets and liabilities carried on the balance sheet at fair value and for those which only disclosure of fair value is required are characterized in accordance with the fair value hierarchy established by ASC 820, Fair Value Measurements. Where inputs for a financial asset or liability fall in more than one level in the fair value hierarchy, the financial asset or liability is classified in its entirety based on the lowest level input that is significant to the fair value measurement of that financial asset or liability. We use our judgment and consider factors specific to the financial assets and liabilities in determining the significance of an input to the fair value measurements. As of September 30, 2022 and December 31, 2021, only our residual assets related to our securitization trusts and investments were carried at fair value on the consolidated balance sheets on a recurring basis. The three levels of the fair value hierarchy are described below:

•Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date.

•Level 2 — Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

•Level 3 — Unobservable inputs are used when little or no market data is available.

The tables below illustrate the estimated fair value of our financial instruments on our balance sheet. Unless otherwise discussed below, fair values for our Level 3 measurements are measured using a discounted cash flow model, contractual terms and inputs which consist of base interest rates and spreads over base rates which are based upon market observation and recent comparable transactions. An increase in these inputs would result in a lower fair value and a decline would result in a higher fair value. Our senior unsecured notes and Convertible Notes are valued using a market based approach and observable prices. The receivables held-for-sale, if any, are carried at the lower of cost or fair value.


	As of September 30, 2022
	Fair Value		Carrying Value		Level
	(in millions)
Assets
Commercial receivables	$	1,526	$	1,511	Level 3
Government receivables	93		103		Level 3
Receivables held-for-sale	21		17		Level 3
Investments (1)	11		11		Level 3
Securitization residual assets (2)	178		178		Level 3

Liabilities (3)
Credit facilities	$	101	$	101	Level 3
Commercial paper notes	100		100		Level 3
Non-recourse debt	370		418		Level 3
Senior unsecured notes	1,479		1,795		Level 2
Convertible Notes:
2023 Convertible Senior Notes	132		144		Level 2
2025 Exchangeable Senior Notes	177		203		Level 2
Total Convertible Notes	309		347

(1)The amortized cost of our investments as of September 30, 2022, was $12 million.

(2)Included in securitization assets on the consolidated balance sheet. The amortized cost of our securitization residual assets as of September 30, 2022 was $218 million.

(3)Fair value and carrying value exclude unamortized financing costs.


	As of December 31, 2021
	Fair Value		Carrying Value		Level
	(in millions)
Assets
Commercial receivables	$	1,433	$	1,299	Level 3
Government receivables	137		125		Level 3
Receivables held-for-sale	32		22		Level 3
Investments (1)	18		18		Level 3
Securitization residual assets (2)	210		210		Level 3
Liabilities (3)
Credit facilities	$	100	$	100	Level 3
Commercial paper notes	50		50		Level 3
Non-recourse debt	476		440		Level 3
Senior unsecured notes	1,823		1,784		Level 2
Convertible Notes:
2022 Convertible Senior Notes	16		8		Level 2
2023 Convertible Senior Notes	170		144		Level 2
Total Convertible Notes	186		152

(1) The amortized cost of our investments as of December 31, 2021, was $17 million.

(2) Included in securitization assets on the consolidated balance sheet. The amortized cost of our securitization residual assets as of December 31, 2021 was $194 million.

(3) Fair value and carrying value exclude unamortized financing costs.

Investments

The following table reconciles the beginning and ending balances for our Level 3 investments that are carried at fair value on a recurring basis:


	For the three months ended September 30,				For the nine months ended September 30,
	2022		2021		2022		2021
	(in millions)
Balance, beginning of period	$	12	$	18	$	18	$	55
Purchases of investments	—		—		2		5

Sale of investments	—		—		(7)		(38)

Unrealized gains (losses) on investments recorded in OCI	(1)		—		(2)		(4)
Balance, end of period	$	11	$	18	$	11	$	18

The following table illustrates our investments in an unrealized loss position:


	Estimated Fair Value				Unrealized Losses (1)
	Securities with a loss shorter than 12 months		Securities with a loss longer than 12 months		Securities with a loss shorter than 12 months		Securities with a loss longer than 12 months
	(in millions)
September 30, 2022	$	5	$	6	$	0.6	$	0.9
December 31, 2021	7		—		0.1		—

(1) Loss position is due to interest rates movements. We have the intent and ability to hold these investments until a recovery of fair value.

In determining the fair value of our investments we used a risk-free rate and add a range of interest rate spreads based upon transactions involving similar assets of approximately 1% to 3% as of September 30, 2022, and 1% to 4% as of December 31, 2021. The weighted average discount rates used to determine the fair value of our investments as of September 30, 2022 and December 31, 2021 were 6.1% and 3.6%, respectively.

Securitization residual assets

The following table reconciles the beginning and ending balances for our Level 3 securitization residual assets that are carried at fair value on a recurring basis, with changes in fair value recorded through AOCI:


	For the three months ended September 30,				For the nine months ended September 30,
	2022		2021		2022		2021
	(in millions)
Balance, beginning of period	$	178	$	188	$	210	$	159
Accretion of securitization residual assets	4		2		9		6
Additions to securitization residual assets	10		11		25		45
Collections of securitization residual assets	(2)		(2)		(10)		(8)

Unrealized gains (losses) on securitization residual assets recorded in OCI	(12)		(1)		(56)		(4)
Balance, end of period	$	178	$	198	$	178	$	198

In determining the fair value of our securitization residual assets, we used a risk-free rate and add a range of interest rate spreads of approximately 1% to 6% based upon transactions involving similar assets as of September 30, 2022 and December 31, 2021. The weighted average discount rates used to determine the fair value of our securitization residual assets as of September 30, 2022 and December 31, 2021 were 6.8% and 4.3%, respectively. The difference between fair value and amortized cost is due to interest rate movements, and no securitization residual assets have been in a material loss position for more than 12 months. Losses are due to interest rate movements, and we have the intent and ability to hold these assets until a recovery of fair value.

Non-recurring Fair Value Measurements

Our financial statements may include non-recurring fair value measurements related to acquisitions and non-monetary transactions, if any. Assets acquired in a business combination, if any, are recorded at their fair value. We may use third-party valuation firms to assist us with developing our estimates of fair value.

Concentration of Credit Risk

Commercial and governmental receivables, real estate leases and debt investments consist primarily of receivables from various projects, U.S. federal government-backed receivables, and investment grade state and local government receivables and do not, in our view, represent a significant concentration of credit risk given the large number of diverse offtakers and other obligors of the projects. Certain of our investments are collateralized by projects concentrated in certain geographic regions throughout the United States. These investments typically have structural credit protections to mitigate our risk exposure and, in most cases, the projects are insured for estimated physical loss, which helps to mitigate the possible risk from these concentrations.

We had cash deposits that are subject to credit risk as shown below:


	September 30, 2022		December 31, 2021
	(in millions)
Cash deposits	$	273	$	226
Restricted cash deposits (included in other assets)	25		25
Total cash deposits	$	298	$	251
Amount of cash deposits in excess of amounts federally insured	$	296	$	249

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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