Sunrun Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Derivatives

Derivatives

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest Rate Swaps

The Company uses interest rate swaps to hedge variable interest payments due on certain of its term loans and aggregation facility. These swaps allow the Company to incur fixed interest rates on these loans and receive payments based on variable interest rates with the swap counterparty based on the three month LIBOR or SOFR (daily, one month, three month) 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 quarter ended December 31, 2022, 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, are expected to be highly effective in the future and the critical terms of the interest rate swaps match the critical terms of the underlying forecasted hedged transactions. Accordingly, changes in the fair value of these derivatives are recorded as a component of accumulated other comprehensive income, net of income taxes. Changes in the fair value of these derivatives are subsequently reclassified into earnings, and are included in interest expense, net in the Company’s statements of operations, in the period that the hedged forecasted transactions affect earnings. To the extent that the hedge relationships are not effective, changes in the fair value of these derivatives are recorded in other expenses, net in the Company's statements of operations on a prospective basis.

The Company’s master netting and other similar arrangements allow net settlements under certain conditions. When those conditions are met, the Company presents derivatives at net fair value. As of December 31, 2022, the information related to these offsetting arrangements were as follows (in thousands):


Instrument Description	Gross Amounts of Recognized Assets / Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet		Notional Amount (1)
Assets:
Derivatives designated as hedging instruments	$	133,168	$	—	$	133,168	$	2,122,222
Derivatives not designated as hedging instruments	44,659		(4,523)		40,136		1,095,820
Total derivative assets	177,827		(4,523)		173,304		3,218,042

Liabilities:
Derivatives designated as hedging instruments	(3,724)		—		(3,724)		—
Derivatives not designated as hedging instruments	(4,523)		4,523		—		—
Total derivative liabilities	(8,247)		4,523		(3,724)		—
Total derivative assets & liabilities	$	169,580	$	—	$	169,580	$	3,218,042

(1)Comprised of 72 interest rate swaps which effectively fix the LIBOR or SOFR portion of interest rates on outstanding balances of certain loans under the senior and securitized sections of the debt footnote table (see Note 11, Indebtedness) at 0.57% to 4.11% per annum. These swaps mature from April 30, 2024 to January 31, 2043.

As of December 31, 2021, the information related to these offsetting arrangements were as follows (in thousands):


Instrument Description	Gross Amounts of Recognized Assets / Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet		Notional Amount
Assets:
Derivatives designated as hedging instruments	$	17,475	$	(1,815)	$	15,660	$	421,281
Derivatives not designated as hedging instruments	9,198		—		9,198		345,258
Total derivative assets	26,673		(1,815)		24,858		766,539

Liabilities:
Derivatives designated as hedging instruments	(54,017)		1,815		(52,202)		1,110,729
Derivatives not designated as hedging instruments	(29,856)		—		(29,856)		621,884
Total derivative liabilities	(83,873)		1,815		(82,058)		1,732,613
Total derivative assets & liabilities	$	(57,200)	$	—	$	(57,200)	$	2,499,152

The gains on derivatives designated as cash flow hedges recognized into OCI, before tax effect, consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020
Derivatives designated as cash flow hedges:
Interest rate swaps	$	(177,451)	$	(25,117)	$	86,367

The losses (gains) on derivatives financial instruments recognized into the consolidated statements of operations, before tax effect, consisted of the following (in thousands):


	Year Ended December 31,
	2022				2021				2020
	Interest expense, net		Other expense, net		Interest expense, net		Other expense, net		Interest expense, net		Other expense, net
Derivatives designated as cash flow hedges:
Interest rate swaps
(Gains) losses reclassified from AOCI into income	$	(2,407)	$	—	$	21,517	$	—	$	12,971	$	—
Derivatives not designated as cash flow hedges:
Interest rate swaps
Gains recognized into income	—		(189,710)		—		(21,387)		—		(2,911)
Total (gains) losses	$	(2,407)	$	(189,710)	$	21,517	$	(21,387)	$	12,971	$	(2,911)

All amounts in Accumulated other comprehensive income (loss) ("AOCI") in the consolidated statements of redeemable noncontrolling interests and equity relate to derivatives, refer to the consolidated statements of comprehensive loss. The net gains (losses) on derivatives includes the tax effect of $34.9 million, $12.9 million and $19.4 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively.

During the next 12 months, the Company expects to reclassify $32.4 million of net gains on derivative instruments from accumulated other comprehensive income to earnings. There were seventeen undesignated derivative instruments recorded by the Company as of December 31, 2022.