UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
x☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year endedDecember 31, 2017.2020
o☐
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: 333-203369
NRG YieldClearway Energy LLC
(Exact name of registrant as specified in its charter)
Delaware
32-0407370
(State or other jurisdiction of incorporation or organization)
32-0407370
(I.R.S. Employer
Identification No.)
300 Carnegie Center, Suite 300 PrincetonNew Jersey08540
804 Carnegie Center, Princeton, New Jersey
(Address of principal executive offices)
08540
(Zip Code)
(609) 524-4500608-1525
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
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 o    No x
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 xo    No ox
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.  (Note: The registrant is a voluntary filer and not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. Although not subject to these filing requirements, the registrant has filed all reports that would have been required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months had the registrant been subject to such requirements.) Yes ox    No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes x    No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x
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 filero
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Accelerated filero
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Non-accelerated filerx
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Smaller reporting companyo
Emerging Growth Company o
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Emerging growth company(Do not check if a smaller reporting 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes o☐    No x
NRG YieldIndicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control 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. Yes ☐    No ☒
Clearway Energy LLC's outstanding equity interests are held by NRG Yield,Clearway Energy, Inc. and NRGClearway Energy Inc.Group LLC and there are no equity interests held by non-affiliates.
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date. There is no0 public market for the registrant's outstanding units.
ClassOutstanding at January 31, 20182021
Class A Units34,586,25034,599,645
Class B Units42,738,750
Class C Units64,730,51981,635,540
Class D Units42,738,750
Documents Incorporated by Reference:
None.
NOTE: WHEREAS NRG YIELD LLC MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-K, THIS FORM 10-K IS BEING FILED WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION I(2).





TABLE OF CONTENTS
Index
GLOSSARY OF TERMS
3
PART I
76
Item 1 — Business
76
Item 1A — Risk Factors
1316
Item 1B — Unresolved Staff Comments
2933
Item 2 — Properties
3034
Item 3 — Legal Proceedings
3337
Item 4 — Mine Safety Disclosures
3337
PART II
3438
Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
3438
Item 6 — Selected Financial Data
3539
Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations
3640
Item 7A — Quantitative and Qualitative Disclosures About Market Risk
5963
Item 8 — Financial Statements and Supplementary Data
5964
Item 9 — Changes in Disagreements With Accountants on Accounting and Financial Disclosure
6065
Item 9A — Controls and Procedures
6065
Item 9B — Other Information
6065
PART III
6166
Item 10 — Directors, Executive Officers and Corporate Governance
6166
Item 11 — Executive Compensation
6167
Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
6183
Item 13 — Certain Relationships and Related Transactions, and Director Independence
6184
Item 14 — Principal Accounting Fees and Services
6193
PART IV
6394
Item 15 — Exhibits, Financial Statement Schedules
6394
EXHIBIT INDEX
119153
Item 16 — Form 10-K Summary
124160

2


GLOSSARY OF TERMS
When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:
2019 Convertible NotesYield, Inc.'s $345 million aggregate principal amount of 3.50% Convertible Notes due 2019
2020 Convertible NotesYield, Inc.'s $287.5$45 million aggregate principal amount of 3.25% Convertible Notesconvertible notes due 2020, issued by Clearway Energy, Inc., which were repaid on June 1, 2020
2024 Senior Notes$500 million aggregate principal amount of 5.375% unsecured senior notes due 2024, issued by NRG YieldClearway Energy Operating LLC, which were repaid on January 3,2020
2025 Senior Notes$600 million aggregate principal amount of 5.750% unsecured senior notes due 2025, issued by Clearway Energy Operating LLC
2026 Senior Notes$350 million aggregate principal amount of 5.00% unsecured senior notes due 2026, issued by NRG YieldClearway Energy Operating LLC
Alta TE Holdco2028 Senior NotesAlta Wind X-XI TE Holdco$850 million aggregate principal amount of 4.75% unsecured senior notes due 2028, issued by Clearway Energy Operating LLC
Alta Wind PortfolioAdjusted EBITDASeven wind facilities that total 947 MW located in Tehachapi, CaliforniaA non-GAAP measure, represents earnings before interest, tax, depreciation and a portfolioamortization adjusted for mark-to-market gains or losses, asset write offs and impairments; and factors which the Company does not consider indicative of associated land leasesfuture operating performance
AOCLAccumulated Other Comprehensive Loss
AROAsset Retirement Obligation
ARRAAmerican Recovery and Reinvestment Act of 2009
ASC
The FASB Accounting Standards Codification, which the FASB established as the source of

authoritative GAAP
ASUAccounting Standards Updates – updates to the ASC
ATM ProgramProgramsAt-The-Market Equity Offering ProgramPrograms
August 2017Bankruptcy CodeTitle 11 of the U.S. Code
Bankruptcy CourtU.S. Bankruptcy Court for the Northern District of California
Buckthorn Solar Drop Down AssetsAssetThe remaining 25% interest in NRG Wind TE Holdco, an 814 net MW portfolioBuckthorn Renewables, LLC, which owns 100% of twelve wind projects,Buckthorn Solar Portfolio, LLC, which was acquired by Clearway Energy Operating LLC from NRG on August 1, 2017March 30, 2018
Buckthorn SolarCAFDThe 154 MW Buckthorn Solar project
Buffalo BearBuffalo Bear, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Buffalo Bear project
CAAClean Air Act
CAFDA non-GAAP measure, Cash Available Forfor Distribution which the Company definesis defined as net income before interest expense, income taxes, depreciation and amortization,of December 31, 2020 as Adjusted EBITDA plus cash distributionsdistributions/return of investment from unconsolidated affiliates, adjustments to reflect CAFD generated by unconsolidated investments that were not able to distribute project dividends prior to PG&E's emergence from bankruptcy on July 1, 2020 and subsequent release post-bankruptcy, cash receipts from notes receivable, cash distributions from noncontrolling interests, adjustments to reflect sales-type lease cash payments, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata Adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness, andWalnut Creek investment payments, changes in prepaid and accrued capacity payments, and adjusted for development expenses.
Carlsbad Drop Down
The acquisition by the Company of the Carlsbad Energy Center, a 527 MW natural gas fired project located in Carlsbad, CA


CfDCEGContract for DifferencesClearway Energy Group LLC (formerly Zephyr Renewables LLC)
CFTCCEG Master Services AgreementU.S. Commodity Future Trading CommissionMaster Services Agreements entered into as of August 31, 2018 between the Company, Clearway Energy LLC and Clearway Energy Operating LLC, and CEG
CODCEG ROFO AgreementRight of First Offer Agreement, entered into as of August 31, 2018, by and between Clearway Energy Group LLC and Clearway Energy, Inc., and solely for purposes of Section 2.4, GIP III Zephyr Acquisition Partners, L.P., as amended by the First Amendment dated February 14, 2019, the Second Amendment dated August 1, 2019, the Third Amendment dated December 6, 2019 and the Fourth Amendment dated November 2, 2020
Clearway, Inc.Clearway Energy, Inc., the holder of the Company's Class A and Class C units
Clearway Energy Group LLCThe holder of Clearway, Inc.'s Class B and Class D common shares and the Company's Class B and Class D units
Clearway Energy Operating LLCThe holder of the project assets that are owned by Clearway Energy LLC
CODCommercial Operation Date
CodeInternal Revenue Code of 1986, as amended
CompanyNRG YieldClearway Energy LLC, together with its consolidated subsidiaries
CVSRCalifornia Valley Solar Ranch
3
CVSR Drop DownThe Company's acquisition from NRG of the remaining 51.05% interest of CVSR Holdco
CVSR HoldcoCVSR Holdco LLC, the indirect owner of CVSR
DGPV Holdco 1EntitiesNRGCollectively, DGPV Holdco 1, LLC
DGPV Holdco 2 and DGPV Holdco 3
DGPV Holdco 1NRG DGPV Holdco 1 LLC
DGPV Holdco 2DGPV Holdco 2 LLC
DGPV Holdco 3NRG DGPV Holdco 3 LLC
Distributed Solar


Solar power projects, typically less than 20 MW in size, that primarily sell power produced to customers for usage on site, or are interconnected to sell power into the local distribution grid
Drop Down AssetsCollectively, assets under common control acquired by the JuneCompany from NRG from January 1, 2014 Drop Down Assets, January 2015 Drop Down Assets, November 2015 Drop Down Assets, CVSR Drop Down, March 2017 Drop Down Assets,through the period ended August 2017 Drop Down Assets31, 2018 and November 2017 Drop Down Assetsfrom CEG from August 31, 2018 through the period ending December 31, 2020
Economic Gross MarginEnergyA non-GAAP measure, energy and capacity revenue, less cost of fuelsfuels. See Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Management's discussion of the results of operations for the years ended December 31, 2020 and 2019 for a discussion of this measure.
EDAECPEquity Distribution AgreementEnergy Center Pittsburgh LLC, a subsidiary of the Company
EGUEPAElectric Utility Generating Unit


United States Environmental Protection Agency
EPC
El SegundoNRG West Holdings LLC, the subsidiary of Natural Gas Repowering LLC, which owns the El Segundo Energy Center project
EPCEngineering, Procurement and Construction
ERCOT


Electric Reliability Council of Texas, the ISO and the regional reliability coordinator of the various electricity systems within Texas
EWGExempt Wholesale Generator
Exchange ActThe Securities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
FPAFederal Power Act
GAAPAccounting principles generally accepted in the U.S.
GenConnGenConn Energy LLC
GHGGreenhouse gas
GIPGIMGlobal Infrastructure Management, LLC
GIPCollectively, Global Infrastructure Partners III-C Intermediate AIV 3, L.P., Global Infrastructure Partners III-A/B AIV 3, L.P., Global Infrastructure Partners III-C Intermediate AIV 2, L.P., Global Infrastructure Partners III-C2 Intermediate AIV, L.P. and GIP III Zephyr Friends & Family, LLC.
GWGigawatt
HLBVHypothetical Liquidation at Book Value
IASBInternational Accounting Standards Board
IRSInternal Revenue Service
ISOIndependent System Operator, also referred to as Regional Transmission Organization, or RTO
ITCInvestment Tax Credit
January 2015 Drop Down AssetsThe Laredo Ridge, Tapestry and Walnut Creek projects, which were acquired by Yield Operating LLC from NRG on January 2, 2015
June 2014 Drop Down AssetsThe TA High Desert, Kansas South and El Segundo projects, which were acquired by Yield Operating LLC from NRG on June 30, 2014
Kansas SouthNRG Solar Kansas South LLC, the operating subsidiary of NRG Solar Kansas South Holdings LLC, which owns the Kansas South project
KPPH1,000 Pounds Per Hour
Laredo RidgeLaredo Ridge Wind, LLC, the operating subsidiary of Mission Wind Laredo, LLC, which owns the Laredo Ridge project
LIBORLondon Inter-Bank Offered Rate
Management Services AgreementAgreement between NRG and the Company for various operational, management and administrative services
March 2017 Drop Down Assets(i) Agua Caliente Borrower 2 LLC, which owns a 16% interest (approximately 31% of NRG's 51% interest) in the Agua Caliente solar farm and (ii) NRG's 100% ownership in the Class A equity interests in the Utah Solar Portfolio (defined below), both acquired by the Company on March 27, 2017
Marsh LandingNRG Marsh Landing LLC, formerly GenOn Marsh Landing LLC
May 9, 2017 Form 8-KNRG Yield, Inc.'s Current Report on Form 8-K filed with the SEC on May 9, 2017 in connection with NRG Yield Operating LLC's acquisition of the March 2017 Drop Down Assets
MMBtuMillion British Thermal Units
MWMegawatt
MWhSaleable megawatt hours, net of internal/parasitic load megawatt-hours
MWtMegawatts Thermal Equivalent
NECPNRG Energy Center Pittsburgh LLC
NERCNorth American Electric Reliability Corporation
Net ExposureCounterparty credit exposure to NRG Yield, Inc. net of collateral
November 2015 Drop Down Assets75% of the Class B interests of NRG Wind TE Holdco, which owns a portfolio of 12 wind facilities totaling 814 net MW, which was acquired by Yield Operating LLC from NRG on November 3, 2015


GIP Transaction
November 2017 Drop Down Assets38 MW portfolio of distributed and small utility-scale solar assets, primarily comprised of assets from NRG's Solar Power Partners (SPP) funds, in addition to other projects developed since the acquisition of SPP byOn August 31, 2018, NRG which was acquired by NRG Yield Operating LLC from NRG on November 1, 2017
NOx
Nitrogen Oxides
NPNSNormal Purchases and Normal Sales
NRGNRG Energy, Inc.
NRG Power MarketingNRG Power Marketing LLC
NRG ROFO AgreementSecond Amended and Restated Right of First Offer Agreement between the Company and NRG
NRG Transaction
On February 6, 2018, GIP entered into a purchase and sale agreement with NRG for the acquisition of NRG'stransferred its full ownership interest in Yield, Inc.,the Company to Clearway Energy Group LLC and subsequently sold 100% of its interests in Clearway Energy Group LLC, which includes NRG's renewable energy development and operations platform.platform, to an affiliate of GIP. GIP, NRG and the Company also entered into a consent and indemnity agreement in connection with the purchase and sale agreement.

agreement, which was signed on February 6, 2018
HLBVHypothetical Liquidation at Book Value
IRSInternal Revenue Service
ISOIndependent System Operator, also referred to as an RTO
ITCInvestment Tax Credit
kWhKilowatt Hour
LIBORLondon Inter-bank Offered Rate
MBTAMigratory Bird Treaty Act
MMBtuMillion British Thermal Units
MWMegawatt
MWhSaleable megawatt hours, net of internal/parasitic load megawatt-hours
MWtMegawatts Thermal Equivalent
NERCNorth American Electric Reliability Corporation
Net ExposureCounterparty credit exposure to Clearway Energy LLC, net of collateral
4
NOx
Nitrogen Oxides
NPNSNormal Purchases and Normal Sales
NRGNRG Transformation PlanEnergy, Inc.
NRG Power MarketingA three-year, three-part improvement plan announcedNRG Power Marketing LLC
NRG TSATransition Services Agreement, entered into as of August 31, 2018, by and between NRG on July 12, 2017, which includes exploring strategic alternatives for NRG's renewables platform and its interest in the Company
NRG Wind TE HoldcoOCI/OCLNRG Wind TE Holdco LLC
OCI/OCLOther comprehensive income/loss
O&MOperations and Maintenance
OSHAPG&EOccupational SafetyPacific Gas and Health AdministrationElectric Company
PG&E BankruptcyOn January 29, 2019, PG&E Corporation and Pacific Gas &and Electric Company filed voluntary petitions for relief under the Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of California
PinnaclePJMPinnacle Wind, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Pinnacle project
PJMPJM Interconnection, LLC
PPAPower Purchase Agreement
PTCProduction Tax Credit
PUCTPublic Utility Commission of Texas
PUHCAPublic Utility Holding Company Act of 2005
PURPAPublic Utility Regulatory Policies Act of 1978
QFQualifying Facility under PURPA
RECRenewable Energy Certificate
RecapitalizationThe adoption of the Company's Second Amended and Restated Certificate of Incorporation which authorized two new classes of common stock, Class C common stock and Class D common stock, and distributed shares of such new classes of common stock to holders of the Company’s outstanding Class A common stock and Class B common stock, respectively, through a stock split on May 14, 2015 
ROFO AssetsSpecified assets subject to sale, as described in the NRG ROFO Agreement
RPMReliability Pricing Model
RPSRenewable Portfolio Standards
RPV HoldcoNRG RPV Holdco 1 LLC
RTORegional Transmission Organization
SCESouthern California Edison
SECU.S. Securities and Exchange Commission
Senior NotesCollectively, the 2024 Senior Notes and the 2026 Senior Notes
SO2
Sulfur Dioxide
SPPSolar Power Partners
TA High DesertTA-High Desert LLC, the operating subsidiary of NRG Solar Mayfair LLC, which owns the TA High Desert project
TalogaTaloga Wind, LLC, the operating subsidiary of Tapestry Wind LLC, which owns the Taloga project
TapestryCollection of the Pinnacle, Buffalo Bear and Taloga projects


Tax ActRENOMTax Cuts and Jobs Act of 2017Clearway Renewable Operation & Maintenance LLC
ROFORight of First Offer
RPSRenewable Portfolio Standards
RTORegional Transmission Organization
SCESouthern California Edison
SECU.S. Securities and Exchange Commission
Senior NotesCollectively, the 2024 Senior Notes, the 2025 Senior Notes, the 2026 Senior Notes and the 2028 Senior Notes
SO2
Sulfur Dioxide
SRECSolar Renewable Energy Credit
Thermal BusinessThe Company's thermal business, which consists of thermal infrastructure assets that provide steam, hot water and/or chilled water, and in some instances electricity, to commercial businesses, universities, hospitals and governmental units
UPMC Thermal ProjectThe University of Pittsburgh Medical Center Thermal Project, a 73 MWt district energy system that allows ECP to provide steam, chilled water and 7.5 MW of emergency backup power service to UPMC
U.S.United States of America
U.S. DOEU.S. Department of Energy
Utah Solar PortfolioCollection consists of Four Brothers Solar, LLC, Granite Mountain Holdings, LLC, and Iron Springs Holdings, LLC, which are equity investments owned by Four Brothers Holdings,Capital, LLC, Granite Mountain Renewables,Capital, LLC, and Iron Springs Renewables,Capital, LLC, respectively and are part of the March 2017 Drop Down Assets acquisition that closed on March 27, 2017
Utility Scale Solar


Solar power projects, typically 20 MW or greater in size (on an alternating current, or AC, basis), that are interconnected into the transmission or distribution grid to sell power at a wholesale level
VaRValue at Risk
VIEVariable Interest Entity
Walnut CreekWind TE HoldcoNRG Walnut Creek,Wind TE Holdco LLC, the operating subsidiaryan 814 net MW portfolio of WCEP Holdings, LLC, which owns the Walnut Creek project
Yield, Inc.NRG Yield, Inc.
Yield Operating LLCNRG Yield Operating LLC, the holding company that owns the project companies and is a wholly owned subsidiary of NRG Yield LLCtwelve wind projects

5


PART I
Item 1 — Business
General
NRG Yield    Clearway Energy LLC, together with its consolidated subsidiaries, or the Company, was formed as a Delaware limited liabilityis an energy infrastructure investor in and owner of modern, sustainable and long-term contracted assets across North America. The Company is sponsored by GIP through GIP's portfolio company, on March 5, 2013 to serve asCEG.
    The Company is one of the primary vehicle through which NRG owns, operates and acquires contracted renewable and conventional generation and thermal infrastructure assets. On February 6, 2018, Global Infrastructure Partners, or GIP, entered into a purchase and sale agreement with NRG, or the NRG Transaction, for the acquisition of NRG’s full ownership interest in NRG Yield, Inc. and NRG’slargest renewable energy development and operations platform. The Company believes it is well positioned to be a premier company for investors seeking stable and growing dividend income from a diversified portfolio of lower-risk, high-quality assets.
The Company owns a diversified portfolio of contracted renewable and conventional generation and thermal infrastructure assetsowners in the U.S. The Company’s contracted generation portfolio collectively represents 5,118with over 4,200 net MW of installed wind and solar generation projects. The Company also owns approximately 2,500 net MW of environmentally-sound, highly efficient natural gas generation facilities as well as a portfolio of December 31, 2017. Nearly all of these assets sell substantiallydistrict energy systems. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to increase distributions to Clearway, Inc.Substantially all of itsthe Company's generation assets are under long-term contractual arrangements for the output pursuant to long-term offtake agreements with creditworthy counterparties.or capacity from these assets. The weighted average remaining contract duration of these offtake agreements was approximately 1513 years as of December 31, 2017,2020 based on CAFD. The
As of December 31, 2020, GIP indirectly owns 42.39% of the economic interests in the Company also owns thermal infrastructure assets with an aggregate steam and chilled water capacity54.93% of 1,319 net MWt and electric generation capacity of 123 net MW. These thermal infrastructure assets provide steam, hot and/the voting interests in Clearway Energy, Inc., or chilled water, and, in some instances, electricity, to commercial businesses, universities, hospitals and governmental units in multiple locations, principally through long-term contracts or pursuant to rates regulated by state utility commissions.Clearway, Inc.
A complete listing of the Company's interests in facilities, operations and/or projects owned or leased as of December 31, 20172020 can be found in Item 2 — Properties.Properties.
History
The Company was formed as a Delaware limited liability company by NRG on March 5, 2013. On July 22, 2013, Yield,August 31, 2018, NRG transferred its full ownership interest in Clearway, Inc. closedand its subsidiaries to CEG, the initial public offeringholder of 22,511,250 sharesNRG's renewable energy development and operations platform, and subsequently sold 100% of its Class A common stock for net proceeds, after deducting underwriting discounts, of $468 million, of which Yield, Inc. used $395 millioninterest in CEG to purchase 19,011,250 of the Company's Class A units from NRG and $73 million to purchase 3,500,000 of the Company's Class A units directly from the Company. On July 29, 2014, Yield, Inc. issued 12,075,000 shares of Class A common stock for net proceeds, after underwriting discounts and expenses, of $630 million and utilized the proceeds of the offering to acquire 12,075,000 additional Class A units of the Company.
Effective May 14, 2015, Yield, Inc. amended its certificate of incorporation to create two new classes of capital stock, Class C common stock and Class D common stock, and distributed shares of the Class C common stock and Class D common stock to holders of Yield, Inc.'s outstanding Class A common stock and Class B common stock, respectively, through a stock split. The stock split isGIP, referred to hereinafter as the Recapitalization. Contemporaneously with Yield, Inc.’s Recapitalization, each Class A unit of the Company was automatically reclassified into one Class A unit and one Class C unit and each Class B unit of the Company was automatically reclassified into one Class B unit and one Class D unit. On June 29, 2015, Yield, Inc. issued 28,198,000 shares of Class C common stock for net proceeds of $599 million and utilized the proceeds of the offering to acquire 28,198,000 Class C units of the Company.GIP Transaction.
    As of December 31, 2017, NRG owned 42,738,750 of each of the Company's Class B units and Class D units and Yield, Inc. owned 34,586,250 of the Company's Class A units and 64,717,087 of the Company's Class C units. Yield, Inc., through its holdings of Class A units and Class C units, has a 53.7% economic interest in the Company. Yield, Inc. consolidates the results of the Company through its controlling interest as sole managing member. NRG, through its holdings of Class B units and Class D units, has a 46.3% economic interest in the Company.
The Company is a holding company for the companies that directly and indirectly own and operate Yield,Clearway, Inc.'s business. As of December 31, 2017, NRG continues to control Yield,2020, GIP, through CEG, controls Clearway, Inc., and Yield,Clearway, Inc. in turn, as the sole managing member of the Company, controls the Company and its subsidiaries.
    As of December 31, 2020, GIP, through CEG, owned 42,738,750 of each of the Company's Class B units and Class D units and Clearway, Inc. owned 34,599,645 of the Company's Class A units and 81,558,845 of the Company's Class C units. Clearway, Inc., through its holdings of Class A units and Class C units, has a 57.61% economic interest in the Company. GIP, through CEG's holdings of Class B units and Class D units, has a 42.39% economic interest in the Company.

6

The diagram below depicts the Company’s organizational structure as of December 31, 2017:2020:
cwen-20201231_g1.jpg
Strategic Sponsorship with Global Infrastructure Partners
On February 6, 2018, Global Infrastructure Partners, or GIP, entered into a purchase and sale agreement with NRG, or the NRG Transaction, for the acquisition of NRG’s full ownership interest in NRG Yield, Inc. and NRG’s renewable energy development and operations platform. The NRG Transaction is subject to certain closing conditions, including customary legal and regulatory approvals. The Company expects the NRG Transaction to close in the second half of 2018.

In connection with the NRG Transaction, the Company entered into a Consent and Indemnity Agreement with NRG and GIP setting forth key terms and conditions of the Company's consent to the NRG Transaction. Key provisions of the Consent and Indemnity Agreement include:

Minimized impact to CAFD from potential change in control costs — No more than $10 million in reduced annual CAFD on a recurring basis that would result from changes in the Company's cost structure or any impact from various consents.
Enhanced ROFO pipeline — Upon closing, the Company will enter into a new ROFO agreement with GIP that adds 550 MW to the current pipeline through the operational 150 MW Langford Wind project and the 400 MW Mesquite Star Wind project which is under development. The NRG ROFO Agreement will be amended to remove the Ivanpah solar facility.
Financial cooperation and support — GIP has arranged a $1.5 billion backstop credit facility to manage any change of control costs associated with the Company's corporate debt. GIP has also committed to provide up to $400 million in financial support, if necessary, for the purchase of the Carlsbad Energy Center.
Voting and Governance Agreement — As part of the NRG Transaction, the parties have agreed to enter into a voting and governance agreement, which would provide that:
the Chief Executive Officer of Yield, Inc. will at all times be a full-time Yield, Inc. employee appointed by the Board of Directors, or the Board, of Yield, Inc.;
the parties thereto will use their commercially reasonable efforts to submit to Yield, Inc.’s stockholders at Yield, Inc.'s 2019 Annual Meeting of Stockholders a charter amendment to classify the Board into two classes (with the independent directors and directors designated by an affiliate of GIP allocated across the two classes); and
the Board will be expanded to nine members at the closing of the NRG Transaction, comprised at that date of five directors designated by GIP, three independent directors and Yield, Inc.’s Chief Executive Officer.




Business Strategy
The Company's primary business strategy is to focus on the acquisition and ownership of assets with predictable, long-term cash flows in order that it may be able to increase the cash distributions to Yield,Clearway, Inc. and NRG over time without compromising the ongoing stability of the business.
    The Company's plan for executing thisits business strategy includes the following key components:
Focus on contracted renewable energy and conventional generation and thermal infrastructure assets.The Company owns and operates utility scale and distributed renewable energy and natural gas-fired generation, thermal and other infrastructure assets with proven technologies, low operating risks and stable cash flows. The Company believes by focusing on this core asset class and leveraging its industry knowledge, it will maximize its strategic opportunities, be a leader in operational efficiency and maximize its overall financial performance.
Growing the business through acquisitions of contracted operating assets. The Company believes that its base of operations and relationship with NRG provideprovides a platform in the conventional and renewable power generation and thermal sectors for strategic growth through cash accretive and tax advantaged acquisitions complementary to its existing portfolio. In addition to acquiring renewable generation, conventional generation and thermal infrastructure assets from third parties where the Company believes its knowledge of the market and operating expertise provides it with a competitive advantage, the Company entered into a Right of First Offer Agreement with NRG, or the NRGCEG ROFO Agreement. Under the NRGCEG ROFO Agreement, NRGCEG has granted the Company and its affiliates a right of first offer on any proposed sale, transfer or other disposition of certain assets of NRGCEG, or the CEG ROFO Assets, until February 24, 2022. NRGAugust 31, 2023. CEG is not obligated to sell the remaining NRGCEG ROFO Assets to the Company and, if offered by NRG,CEG, the Company cannot be sure whether these assets will be offered on acceptable terms, or that the Company will choose to consummate such acquisitions. The Company and CEG work collaboratively in considering new assets to be added under the
7
CEG ROFO Agreement or to be acquired by the Company outside of the CEG ROFO Agreement. The assets listed in the table below represent the NRGCompany's currently committed investments in projects with CEG and the CEG ROFO Assets:
Asset Fuel Type 
Rated Capacity
(MW)(a)
 COD
Agua Caliente Solar 102 2014
Ivanpah Solar 196 2013
Hawaii(b)
 Solar 80 2019
Distributed Solar (up to $190 million of equity in distributed solar generation portfolio(s)(b)
 Solar various various
Buckthorn Solar(c)
 Solar 154 2018
Carlsbad (d)
 Conventional 527 2018
Puente/Mandalay(e)
 Conventional Project not expected to move forward
Community Wind Sold to third party
Jeffers Wind Sold to third party
Minnesota Portfolio Wind Sold to third party
Committed Investments and CEG ROFO Assets
AssetTechnologyGross Capacity (MW)StateCODStatus
Pinnacle RepoweringWind55WV2021Committed
Mesquite Sky (a)
Wind345TX2021Committed
Black Rock (a)
Wind110WV2021Committed
Mililani I (a)
Solar39HI2022Committed
Waiawa (a)
Solar36HI2022Committed
Daggett (a)
Solar482CA2022Committed
WildflowerSolar100MS2023ROFO
(a)Represents the maximum, or rated, electricity generating capacity of the facilityProjects included in MW multiplied by NRG's percentage ownership interest in the facility as of December 31, 2017.a co-investment partnership with Hannon Armstrong Sustainable Infrastructure Capital, Inc
(b) Hawaii and Distributed Solar are part of the NRG ROFO Agreement. These are not expected to be offered by NRG prior to consummation of the NRG Transaction and, at that time, would become part of a new ROFO Agreement with GIP.
(c) The transaction is expected to close in the first quarter of 2018.
(d) The transaction is expected to close in the fourth quarter of 2018 and is contingent upon the consummation of the NRG Transaction. Reflects capacity per the Power Purchase & Tolling Agreement with San Diego Gas & Electric; actual tested capacity is expected to be 530 MW.
(e) On November 3, 2017, the California Energy Commission suspended the permitting process for the Puente Power Project after two commissioners issued a statement stating their intention to deny the permit.  If the CEC formally denies a permit for the Puente Power Project, then the project will not move forward.

Upon closing of the NRG Transaction, the Company will enter into a new ROFO agreement with GIP that adds 550 MW to the current pipeline through the operational 150 MW Langford Wind project and the 400 MW Mesquite Star Wind project which is under development. The NRG ROFO Agreement will be amended to remove the Ivanpah solar facility.

Primary focus on North America.The Company intends to primarily focus its investments in North America (including the unincorporated territories of the U.S.). The Company believes that industry fundamentals in North America present it with significant opportunity to acquire renewable, natural gas-fired generation and thermal infrastructure assets,grow its portfolio without creating significant exposure to currency and sovereign risk. By primarily focusing its efforts on North America, the Company believes it will best leverage its regional knowledge of power markets, industry relationships and skill sets to maximize the performance of the Company.


    Maintain sound financial practices to grow the distributions. The Company intends to maintain a commitment to disciplined financial analysis and a balanced capital structure to enable it to increase its distribution over time and serve the long-term interests of its stockholders. The Company's financial practices include a risk and credit policy focused on transacting with creditworthy counterparties; a financing policy, which focuses on seeking an optimal capital structure through various capital formation alternatives to minimize interest rate and refinancing risks, ensure stable distributions and maximize value. The Company intends to evaluate various alternatives for financing future acquisitions and refinancing of existing project-level debt, in each case, to reduce the cost of debt, extend maturities and maximize CAFD. The Companybelieves it has additional flexibility to seek alternative financing arrangements, including, but not limited to, debt financings and equity-like instruments.
Competition
Power generation is a capital-intensive business with numerous and diverse industry participants. The Company competes on the basis of the location of its plants and on the basis of contract price and terms of individual projects. Within the power industry, there is a wide variation in terms of the capabilities, resources, nature and identity of the companies with whom the Company competes with depending on the market. Competitors for energy supply are utilities, independent power producers and other providers of distributed generation. The Company also competes to acquire new projects with renewable developers who retain renewable power plant ownership, independent power producers, financial investors and other dividend, growth-oriented companies. Competitive conditions may be substantially affected by capital market conditions and by various forms of energy legislation and regulation considered by federal, state and local legislatures and administrative agencies, including tax policy. Such laws and regulations may substantially increase the costs of acquiring, constructing and operating projects, and it could be difficult for the Company to adapt to and operate under such laws and regulations.
The Company's thermal businessThermal Business has certain cost efficiencies that may form barriers to entry. Generally, there is only one district energy system in a given territory, for which the only competition comes from on-site systems. While the district energy system can usually make an effective case for the efficiency of its services, some building owners nonetheless may opt for on-site systems, either due to corporate policies regarding allocation of capital, unique situations where an on-site system might in fact prove more efficient or because of previously committed capital in systems that are already on-site. Growth in existing district energy systems generally comes from new building construction or existing building conversions within the service territory of the district energy provider.
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Competitive Strengths
Stable, high quality cash flows. The Company's facilities have a stable, predictable cash flow profile consisting of predominantly long-life electric generation assets that sell electricity under long-term fixed priced contracts or pursuant to regulated rates with investment grade and certain other credit-worthycreditworthy counterparties. Additionally, theThe Company's facilities have minimal fuel risk. For the Company's conventional assets, fuel is provided by the toll counterparty or the cost thereof is a pass-through cost under the CfD.Contract for Differences. Renewable facilities have no fuel costs, and most of the Company's thermal infrastructure assets have contractual or regulatory tariff mechanisms for fuel cost recovery. The offtake agreements for the Company's conventional and renewable generation facilities have a weighted-average remaining duration, based on CAFD, of approximately 1513 years as of December 31, 2017, based on CAFD,2020, providing long-term cash flow stability. The Company's generation offtake agreements with counterparties for whom credit ratings are available have a weighted-average Moody’s rating of A3Ba1 based on rated capacity under contract. All of the Company's assets are in the U.S. and accordingly have no currency or repatriation risks.
High quality, long-lived assets with low operating and capital requirements. The Company benefits from a portfolio of relatively younger assets, other than thermal infrastructure assets. The Company's assets are comprised of proven and reliable technologies, provided by leading original solar and wind equipment manufacturers such as General Electric, Siemens AG, SunPower Corporation, or SunPower, First Solar Inc., or First Solar, Vestas, Suzlon and Mitsubishi. Given the modern nature of the portfolio, which includes a substantial number of relatively low operating and maintenance cost solar and wind generation assets, the Company expects to achieve high fleet availability and expend modest maintenance-related capital expenditures. Additionally, with the support of services provided by NRG, the Company expects to continue to implement the same rigorous preventative operating and management practices that NRG uses across its fleet of assets.
Significant scale and diversity. The Company owns and operates a large and diverse portfolio of contracted electric generation and thermal infrastructure assets. As of December 31, 2017, the Company's 5,118 net MW contracted generation portfolio benefits from significant diversification in terms of technology, fuel type, counterparty and geography. The Company's thermal business consists of twelve operations, seven of which are district energy centers that provide steam and chilled water to approximately 695 customers, and five of which provide generation. The Company believes its scale and access to best practices across the fleet improves its business development opportunities through enhanced industry relationships, reputation and understanding of regional power market dynamics. Furthermore, the Company's diversification reduces its operating risk profile and reliance on any single market.


Relationship with NRG. The Company believes its relationship with NRG, a leading competitive power generator in the U.S., provides significant benefits to the Company, including access to the significant resources of NRG to support its operational, financial, legal, regulatory and environmental functions.
Relationship with GIP. The Company believes its potential relationship with GIP, should the NRG Transaction be consummated, may provide significant benefits to the Company. GIP is an independent infrastructure fund with over $45 billion in assets under management that invests in infrastructure assets and businesses in both OECD and select emerging market countries. GIP has a strong track record of investment and value creation in the renewable energy sector. Additionally, GIP has extensive experience with publicly traded yield vehicles and development platforms, ranging from Europe's first application of a yield company/development company model to the largest renewable platform in Asia-Pacific.
Environmentally well-positioned portfolio of assets. The Company's portfolio of electric generation assets consists of 3,1734,208 net MW of renewable generation capacity that are non-emitting sources of power generation. The Company's conventional assets consist of the dual fuel-fired GenConn assets as well as the Carlsbad, Marsh Landing and Walnut Creek simple cycle natural gas-fired peaking generation facilities and the El Segundo combined cycle natural gas-fired peaking facility. The Company does not anticipate having to expend any significant capital expenditures in the foreseeable future to comply with current environmental regulations applicable to its generation assets. Taken as a whole, the Company believes its strategy will be a net beneficiary of current and potential environmental legislation and regulatory requirements that may serve as a catalyst for capacity retirements and improve market opportunities for environmentally well-positioned assets like the Company's assets once its current offtake agreements expire.
High quality, long-lived assets with low operating and capital requirements. The Company benefits from a portfolio of relatively younger assets, other than thermal infrastructure assets. The Company's assets are comprised of proven and reliable technologies, provided by leading original solar and wind equipment manufacturers such as General Electric, Siemens AG, SunPower Corporation, or SunPower, First Solar Inc., or First Solar, Vestas, Mitsubishi, Trina Solar, JA Solar and Siemens Gamesa. Given the modern nature of the portfolio, which includes a substantial number of relatively low operating and maintenance cost solar and wind generation assets, the Company expects to achieve high fleet availability and expend modest maintenance-related capital expenditures.
    Significant scale and diversity. The Company owns and operates a large and diverse portfolio of electric generation and thermal infrastructure assets. As of December 31, 2020, the Company owns and operates a portfolio of 6,690 net MW of primarily contracted renewable and conventional generation assets which benefit from significant diversification in terms of technology, fuel type, counterparty and geography. The Company's Thermal Business consists of thirteen operations, seven of which are district energy centers that provide steam and chilled water to approximately 695 customers, and six of which provide generation. The Company believes its scale and access to best practices across the fleet improves its business development opportunities through enhanced industry relationships, reputation and understanding of regional power market dynamics. Furthermore, the Company's diversification reduces its operating risk profile and reliance on any single market.
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    Relationship with GIP and CEG. The Company believes that its relationship with GIP and CEG provides significant benefits. GIM, the manager of GIP, is an independent infrastructure fund manager that invests in infrastructure assets and businesses in both the Organization for Economic Co-operation and Development and select emerging market countries. GIM has a strong track record of investment and value creation in the renewable energy sector. GIM also has extensive experience with publicly traded yield vehicles and development platforms, ranging from Europe's first application of a yield company/development company model to the largest renewable platform in Asia-Pacific. Additionally, the Company believes that CEG provides the Company access to a highly capable renewable development and operations platform that is aligned to support the Company's growth.
Thermal infrastructure business has high entry costs. Significant capital has been invested to construct the Company's thermal infrastructure assets, serving as a barrier to entry in the markets in which such assets operate. As of December 31, 2017, the Company's thermal gross property, plant, and equipment was approximately $473 million. The Company's thermal district energy centers are located in urban city areas, with the chilled water and steam delivery systems located underground. Constructing underground delivery systems in urban areas requires long lead times for permitting, rights of way and inspections and is costly. By contrast, the incremental cost to add new customers in existing markets is relatively low. Once thermal infrastructure is established, the Company believes it has the ability to retain customers over long periods of time and to compete effectively for additional business against stand-alone on-site heating and cooling generation facilities. Installation of stand-alone equipment can require significant modification to a building as well as significant space for equipment and funding for capital expenditures. The Company's system technologies often provide economies of scale in terms of fuel procurement, ability to switch between multiple types of fuel to generate thermal energy, and fuel conversion efficiency.
Segment Review
The following tables summarize the Company's operating revenues, net income (loss) and assets by segment for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, as discussed in Item 15 — Note 12, Segment Reporting, to the Consolidated Financial Statements. All amounts
Year ended December 31, 2020
(In millions)Conventional GenerationRenewablesThermalCorporateTotal
Operating revenues$437 $569 $193 $— $1,199 
Net income (loss)140 (108)3 (87)(52)
Total assets2,575 7,157 627 129 10,488 

Year ended December 31, 2019
(In millions)Conventional GenerationRenewablesThermalCorporateTotal
Operating revenues$346 $485 $201 $— $1,032 
Net income (loss)135 (104)(5)(127)(101)
Total assets2,753 6,186 633 33 9,605 

Year ended December 31, 2018
(In millions)Conventional GenerationRenewablesThermalCorporateTotal
Operating revenues$337 $523 $193 $— $1,053 
Net income (loss)135 86 29 (115)135 
Policy Incentives
    Policy incentives in the U.S. have been recast to include the effect of making the acquisitionsdevelopment of renewable energy projects more competitive by providing credits and other tax benefits for a portion of the Drop Down Assets,development costs. A loss of or reduction in such incentives could decrease the attractiveness of renewable energy projects to developers, including CEG, which were accountedcould reduce the Company's future acquisition opportunities. Such a loss or reduction could also reduce the Company's willingness to pursue or develop certain renewable energy projects due to higher operating costs or decreased revenues under its PPAs.
    U.S. federal, state and local governments have established various incentives to support the development of renewable energy projects. These incentives include accelerated tax depreciation, PTCs, ITCs, cash grants, tax abatements and RPS programs. Pursuant to the U.S. federal Modified Accelerated Cost Recovery System, or MACRS, wind and solar projects are generally fully depreciated for as transferstax purposes over a five-year period (before taking into account certain conventions) even
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though the useful life of entities under common control.such projects is generally much longer than five years. The accounting guidance requires retrospective combinationTax Act also provides the ability for wind and solar projects to claim immediate expensing for property acquired and placed in service after September 27, 2017, and before January 1, 2023.
    Owners of utility-scale wind facilities are eligible to claim an income tax credit (the PTC, or an ITC in lieu of the entitiesPTC) upon initially achieving commercial operation. The PTC is determined based on the amount of electricity produced by the wind facility during the first ten years of commercial operation. This incentive was created under the Energy Policy Act of 1992 and has been extended several times. Alternatively, an ITC equal to a percentage of the cost of a wind facility may be claimed in lieu of the PTC. In order to qualify for all periods presented asthe PTC (or ITC in lieu of the PTC), construction of a wind facility must begin before a specified date and the taxpayer must maintain a continuous program of construction or continuous efforts to advance the project to completion. The Internal Revenue Service, or IRS, issued guidance stating that the safe harbor for continuous efforts and continuous construction requirements will generally be satisfied if the combination has beenfacility is placed in effect sinceservice no more than four years after the inceptionyear in which construction of common control. Accordingly, the Company prepared its consolidated financial statementsfacility began. In response to reflect the transfers as if they had taken place fromCOVID-19 pandemic, the IRS extended this safe harbor by one year for facilities that began construction in 2016 or 2017. The IRS also confirmed that retrofitted wind facilities may re-qualify for PTCs or ITCs pursuant to the beginning construction requirement, as long as the cost basis of the financial statements period or from the date the entities were under common control (if later than the beginningnew investment is at least 80% of the financial statements period).  facility’s total fair value.
    Owners of solar projects are eligible to claim an ITC for new solar projects. Tax credits for qualifying wind and solar projects are subject to the following phase-down schedule.
 Year ended December 31, 2017
(In millions)Conventional Generation Renewables Thermal Corporate Total
Operating revenues$336
 $501
 $172
 $—
 $1,009
Net income (loss)120
 9
 25
 (92) 62
Total assets1,897
 5,811
 422
 24
 8,154
 Year construction of project begins
2015201620172018201920202021202220232024
PTC (a)
100 %100 %80 %60 %40 %60 %60 %— %— %— %
On Shore Wind ITC (b)
30 %30 %24 %18 %12 %18 %18 %— %— %— %
Solar ITC(c)
30 %30 %30 %30 %30 %26 %26 %26 %22 %10 %
 Year ended December 31, 2016
(In millions)Conventional Generation Renewables Thermal Corporate Total
Operating revenues$333
 $532
 $170
 $—
 $1,035
Net income (loss)153
 (86) 29
 (81) 15
Total assets1,993
 6,114
 426
 212
 8,745


 Year ended December 31, 2015
(In millions)Conventional Generation Renewables Thermal Corporate Total
Operating revenues$336
 $458
 $174
 $—
 $968
Net income (loss)156
 (18) 22
 (65) 95
Government Incentives
Government incentives, including PTCs and ITCs, can enhance the economics(a) Percentage of the Company's generating assetsfull PTC available for wind projects that begin construction during the applicable year.
(b) The Taxpayer Certainty and investments by providing,Disaster Tax Relief Act of 2020 provides for example, loan guarantees, cash grants, favorable tax treatment, favorable depreciation rulesa new 30% ITC for offshore wind projects that begin construction before January 1, 2026.
(c) ITC is limited to 10% for projects not placed in service before January 1, 2026.

    RPS, currently in place in certain states and territories, require electricity providers in the state or territory to meet a certain percentage of their retail sales with energy from renewable sources. Additionally, other incentives.states in the U.S. have set renewable energy goals to reduce GHG emissions from historic levels. The Company cannot predictbelieves that these standards and goals will create incremental demand for renewable energy in the effects that the current U.S. presidential administration will have on government incentives.future.

Regulatory Matters
As owners of power plants and participants in wholesale and thermal energy markets, certain of the Company's subsidiaries are subject to regulation by various federal and state government agencies. These agencies include FERC and the PUCT, as well as other public utility commissions in certain states where the Company's assets are located. Each of the Company's U.S. generating facilities qualifies as an EWG or QF. In addition, the Company is subject to the market rules, procedures and protocols of the various ISO and RTO markets in which it participates. Likewise, certain of the CompanyCompany's subsidiaries must also comply with the mandatory reliability requirements imposed by NERC and the regional reliability entities in the regions where the Company operates.has generating facilities subject to NERC's reliability authority.The Company's operations within the ERCOT footprint are not subject to rate regulation by FERC, as they are deemed to operate solely within the ERCOT market and not in interstate commerce. These operations are subject to regulation by PUCT.
FERC
FERC, among other things, regulates the transmission and the wholesale sale of electricity in interstate commerce under the authority of the FPA. The transmission and sale of electric energy occurring wholly within ERCOT is not subject to FERC’s jurisdiction under Sections 203 or 205 of the FPA.jurisdiction. Under existing regulations, FERC determineshas the authority to determine whether an entity owning a generation facility is an EWG, as defined in the PUHCA. FERC also determineshas the authority to determine whether a generation facility meets the ownership and technicalapplicable criteria of a QF under the PURPA. Each of the Company’s non-ERCOTU.S. generating facilities qualifies as either an EWG.EWG or QF.
The FPA gives FERC exclusive rate-making jurisdiction over the wholesale sale of electricity and transmission of electricity in interstate commerce of public utilities (as defined by the FPA). Under the FPA, FERC, with certain exceptions, regulates the owners and operators of facilities used for the wholesale sale of electricity or transmission in interstate commerce as public utilities, and establishesis charged with ensuring that market rules that are just and reasonable.
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Public utilities are required to obtain FERC’s acceptance, pursuant to Section 205 of the FPA, of their rate schedules for the wholesale sale of electricity. AllSeveral of the Company's QF generating facilities and all of the Company’s non-QF generating entitiesfacilities located in the U.S. outside of ERCOT make sales of electricity pursuant to market-based rates, as opposed to traditional cost-of-service regulated rates. Every three years FERC will conductconducts a review of the Company’s market basedmarket-based rates of Company public utilities and potential market power onevery three years according to a regional basis.schedule established by FERC.
In accordance with the Energy Policy Act of 2005, FERC has approved the NERC as the national Energy Reliability Organization, or ERO. As the ERO, NERC is responsible for the development and enforcement of mandatory reliability standards for the wholesale electric power system. In addition to complying with NERC requirements, each entity must comply with the requirements of the regional reliability entity for the region in which it is located.
The PURPA was passed in 1978 in large part to promote increased energy efficiency and development of independent power producers. The PURPA created QFs to further both goals, and FERC is primarily charged with administering the PURPA as it applies to QFs. Certain QFs are exempt from regulation, either in whole or in part,certain regulations under the FPA as public utilities.FPA.
The PUHCA provides FERC with certain authority over and access to books and records of public utility holding companies not otherwise exempt by virtue of their ownership of EWGs, QFs, and Foreign Utility Companies. The Company is exempt from many of the accounting, record retention, and reporting requirements of the PUHCA.


Environmental Matters
The Company is subject to a wide range of environmental laws induring the development, construction, ownership and operation of projects.facilities. These existing and future laws generally require that governmental permits and approvals be obtained before construction and maintained during operation of facilities. The Company is also subjectobligated to comply with all environmental laws regardingand regulations applicable within each jurisdiction and required to implement environmental programs and procedures to monitor and control risks associated with the protectionconstruction, operation and decommissioning of wildlife, including migratory birds, eagles, threatened and endangered species.regulated or permitted energy assets. Federal and state environmental laws have historically become more stringent over time, although this trend could change with respect toin the future.
A number of regulations that may affect the Company are either recently effective for 2021 or under review for potential revision or rescission in 2021, including the Affordable Clean Energy (ACE) rule, state solar photovoltaic module (solar panel) disposal and recycling regulations, and federal laws underMigratory Bird Treaty Act, or MBTA, incidental take regulations. Government leaders have also considered proposed MBTA legislation. The Company will evaluate the current U.S. presidential administration.impact of the legislation and regulations as they are revised but cannot fully predict the impact of each until anticipated revisions and legal challenges are resolved. To the extent that proposed legislation and new or revised regulations restrict or otherwise impact the Company's operations, the proposed legislation and regulations could have a negative impact on the Company's financial performance.
Affordable Clean EnergyRule— The attention in recent years on GHG emissions has resulted in federal regulations and state legislative and regulatory action. In October 2015, the EPA finalized the Clean Power Plan, or the CPP, addressingwhich addressed GHG emissions from existing EGUs. On February 9,electric utility steam generating units. The CPP was challenged in court and in 2016 the U.S. Supreme Court stayed the CPP. In 2019, the EPA published the Affordable Clean Energy, or ACE, rule to replace the CPP. The D.C.ACE rule establishes emission guidelines for states to develop plans to address greenhouse gas emissions from existing power plants. The ACE rule also reinforces the states’ broad discretion in establishing and applying emissions standards to new emission sources. However, on January 19, 2021, the U.S. Court of Appeals for the District of Columbia Circuit heard oral argumentissued a judgment vacating and remanding the ACE rule. The CPP is currently expected to become effective in 2021, barring additional action by the Biden Administration or the U.S. Supreme Court. The reimplementation of the CPP, or a potential replacement of the CPP by the Biden Administration with another program regulating GHG emissions could result in increased operating costs or capital expenses for our conventional power generating facilities.
Proposed and Final State Solar Photovoltaic Module Disposal and Recycling Regulations —On October 1, 2015, California enacted SB 489, which authorized California’s Department of Toxic Substances Control ("DTSC") to adopt regulations to designate discarded photovoltaic modules, which are classified as hazardous waste, as universal waste subject to universal waste management. On April 19, 2019, the department proposed regulations that would allow discarded photovoltaic modules to be managed as universal waste. The final regulations were approved by the CA Office of Administrative Law in September 2020 and became effective January 1, 2021. DTSC issued the final regulatory text in April 2020 and the regulations became effective January 1, 2021.
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In January 2021, the State of Hawaii issued a public notice of proposed rule changes which amongst other items, include proposed new solar panel universal waste rule. This proposed rule would create a new universal waste category for solar panels and allow solar panel waste management to be conducted under the existing regulatory framework.
Proposed Federal MBTA Incidental Take Legislation and Regulations — On January 15, 2020, the House Natural Resources Committee voted to advance a bill that would reinstate the interpretation that incidental take is prohibited under the MBTA, overriding the Trump-administration Solicitor’s Opinion M-37050 that held the MBTA only applies to intentional takings.The bill also develops a general permitting program that covers incidental take of migratory birds. To the extent that electric generation takes migratory birds, it typically is incidental to its operations.
On January 7, 2021, the U.S. Fish and Wildlife Service (“FWS”) published a final rule codifying the Solicitor’s Opinion M-37050 defining the scope of certain prohibitions under the MBTA.The final rule clarifies that criminal liability for pursuing, hunting, taking, capturing, or killing or attempting to take, capture or kill migratory birds is limited to actions directed at migratory birds, their nests, or their eggs.Under the final rule, these prohibitions do not extend to actions that only incidentally take or kill migratory birds as a result of otherwise lawful activities.However, the final rule and the underlying Solicitor’s Opinion have both been subject to legal challenges.On August 11, 2020, the Southern District Court in New York vacated the Solicitor's Opinion, finding there was not an adequate legal basis for the policy changes articulated in the guidance document.In addition, on January 19, 2021, environmental groups filed a lawsuit in the U.S. District Court for the Southern District of New York arguing that the FWS’s January 2021 final rule improperly relied on the legal challengesvacated Solicitor’s Opinion, violates the MBTA, and should be vacated. Finally, on January 20, 2021, President Biden issued an executive order to review and consider suspending, revising, or rescinding agency actions taken between January 20, 2017 and January 20, 2021 determined to be inconsistent with certain public health and environmental goals.This includes a review of both the Solicitor’s Opinion and the FWS’s January 2021 final rule.In response to this directive, on February 9, 2021, the FWS delayed the effective date of the January 2021 final rule until March 8, 2021 and requested public comment to inform its review and a potential extended delay. A return to the CPPposition that incidental take is prohibited under the MBTA, or the development of legislation or regulations contrary to the FWS’s January 2021 rule, could increase potential liability and impose additional permitting requirements on our operations.
State Migratory Bird Incidental Take Legislation and Regulations —In 2019, Assembly Member Kalra introduced AB 454 to protect migratory bird species in September 2016. AtCalifornia. This new bill was intended to backstop the EPA's request,MBTA. The bill, which sunsets on January 20, 2025, makes it unlawful to take or possess any migratory bird in California except as provided by pre-2017 federal guidance. The bill was approved by the D.C. Circuit agreed on April 28, 2017 to hold the caseState Legislature and signed into law by Governor Newsom in abeyance. On October 16, 2017, the EPA proposed a rule to repeal the CPP. Accordingly, the Company believes the CPP is not likely to survive.2019.

Customers
The Company sells its electricity and environmental attributes, including RECs, primarily to local utilities under long-term, fixed-price PPAs. During the year ended December 31, 2017,2020, the Company derived approximately 41%34% of its consolidated revenue from Southern California Edison, or SCE, and approximately 23%18% of its consolidated revenue from Pacific Gas and Electric, or PG&E.
EmployeesHuman Capital
The Company employs Christopher Sotos as its President and Chief Executive Officer and Chad Plotkin as its Senior Vice President and Chief Financial Officer. As of December 31, 2017, other than Messrs. Sotos and Plotkin,2020, the Company did not employ anyhad 301 employees, 56 of which are in Corporate and 245 of which are in the Thermal business. The Company also depends upon personnel of CEG for the provision of management, administration, O&M and certain other services at certain of the Company's renewable generation facilities.

The Company focuses on attracting, developing and retaining a team of highly talented and motivated employees. The majorityCompany regularly conducts assessments of its compensation and benefit practices and pay levels to help ensure that staff members are compensated fairly and competitively. The Company devotes extensive resources to staff development and training, including tuition assistance for career-enhancing academic and professional programs. Employee performance is measured in part based on goals that are aligned with the Company's annual objectives. The Company recognizes that its success is based on the talents and dedication of those it employs, and the Company is highly invested in their success. See "Environmental, Social and Governance (ESG)" below for a discussion of the Company's commitment to the health and safety of the Company's employees.

The Company is committed to maintaining a workplace that acknowledges, encourages, and values diversity and inclusion. The Company believes that individual differences, experiences, and strengths enrich the culture and fabric of its organization. Having employees with backgrounds and orientations that reflect a variety of viewpoints and experiences also helps the Company to better understand the needs of its customers and the communities in which it operates.
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By leveraging the multitude of backgrounds and perspectives of its team and developing ongoing relationships with diverse vendors, the Company achieves a collective strength that enhances the work place and makes the Company a better business partner for its customers and others with a stake in the Company’s success.

In 2020, the Company launched its Equity, Partnership & Inclusion Council, or EPIC. As part of its commitment, the Company provides education on topics related to diversity, inclusion, and anti-racism. The Company also identified three areas of focus – Our People, Our Product & Customers and Our Purchasing. With the involvement of its employees, EPIC is advancing efforts in each of these areas to identify and implement opportunities for the Company to address equity, partnership and inclusion issues in our business activities.
Our People focuses on education and training; diversity, equity and inclusion policies and recruitment strategies; community and industry partnerships; and maintaining high employee engagement and retention.

Our Product & Customers focuses on identifying and eliminating any sales practices that could have a discriminatory impact and creating program development for low-income customers.

Our Purchasing focuses on establishing a non-discriminatory practices standard for the Company’s suppliers, diverse vendor sourcing and benchmarking.

In addition to the personnel who manageof CEG, the Company relies on other third-party service providers in the daily operations of certain of the Company's renewable and conventional facilities.
Environmental, Social and Governance (ESG)
The Company is committed to engaging with its stakeholders on environmental, social and governance, or ESG, matters in a proactive, holistic and integrated manner. The Company strives to provide recent, credible and comparable data to ESG agencies while engaging institutional investors and investor advocacy organizations around ESG issues. The Company's Corporate Governance, Conflicts and Nominating Committee reviews developing trends and emerging ESG matters, as well as the Company’s strategies, activities policies and communications regarding ESG matters, and makes recommendations to the Company's Board of Directors regarding potential actions by the Company.

The Company has issued $1.1 billion of corporate green bonds under a green bond framework that applies the net proceeds to finance or refinance, in part or in full, new and existing projects and assets meeting certain criteria focused on the supply of energy from renewable resources, including solar energy and wind energy. The Company's projects and alignment of its Green Bond Principles (2018) are reviewed by Sustainalytics, an outside consultant with recognized expertise in ESG research and analysis.

The Company includes safety performance goals in the annual incentive plan for its management and the Company arehad zero fatalities in 2020. In response to the ongoing coronavirus (COVID-19) pandemic, the Company has implemented preventative measures and developed corporate and regional response plans to protect the health and safety of its employees, customers and other business counterparties, while supporting the Company’s suppliers and customers’ operations to the best of NRG or third parties managedits ability in the circumstances. The Company also has modified certain business practices (including discontinuing all non-essential business travel, implementing a temporary work-from-home policy for employees who can execute their work remotely and encouraging employees to adhere to local and regional social distancing, more stringent hygiene and cleaning protocols across the Company’s facilities and operations and self-quarantining recommendations) to support efforts to reduce the spread of COVID-19 and to conform to government restrictions and best practices encouraged by NRG,governmental and their services are providedregulatory authorities. The Company continues to evaluate these measures, response plans and business practices in light of the evolving effects of COVID-19.
As discussed in greater detail above, the Company has focused its diversity, equity and inclusion efforts in three areas – Our People, Our Product & Customers and Our Purchasing – through its launch of EPIC. With the involvement of the Company’s employees, EPIC is advancing efforts in each of these areas to identify and implement opportunities for the Company's benefit under the Management Services AgreementCompany to address equity, partnership and project operations and maintenance agreements with NRG as describedinclusion issues in Item 15 —Note 13, Related Party Transactions, to the Consolidated Financial Statements.its business activities.
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Available Information
The Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through Yield,the "Investor Relations" section of Clearway, Inc.'s website, www.nrgyield.comwww.clearwayenergy.com, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The Company also routinely posts press releases, presentations, webcasts, and other information regarding the Company on Yield,Clearway, Inc.'s website. The information posted on Yield,Clearway, Inc.'s website is not a part of this report.


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Item 1A — Risk Factors
Summary of Risk Factors

The Company’s business is subject to numerous risks and uncertainties, discussed in more detail in the following section. These risks include among others, the following key risks:

Risks Related to the Proposed NRG TransactionCompany’s Business

•The ongoing coronavirus (COVID-19) outbreak or any other pandemic could adversely affect the Company’s business, financial condition and results of operations.
•Certain facilities are newly constructed and may not perform as expected.
•The Company's ability to grow and make acquisitions through cash on hand could be limited.
•The Company may not realizebe able to effectively identify or consummate any future acquisitions on favorable terms, or at all.
•Counterparties to the anticipated benefitsCompany's offtake agreements may not fulfill their obligations and, as the contracts expire, the Company may not be able to replace them with agreements on similar terms in light of increasing competition in the markets in which the Company operates.
•The Company’s ability to effectively consummate future acquisitions will also depend on the Company’s ability to arrange the required or desired financing for acquisitions.
•Even if the Company consummates acquisitions that it believes will be accretive to CAFD per share of Class A common stock and Class C common stock, those acquisitions may decrease the CAFD per share of Class A common stock and Class C common stock as a result of incorrect assumptions in the Company’s evaluation of such acquisitions, unforeseen consequences or other external events beyond the Company’s control.
•The Company’s indebtedness could adversely affect its ability to raise additional capital to fund the Company’s operations or pay dividends, and its debt may be adversely affected by changes to, or replacement of, the NRG Transaction.London Interbank Offered Rate, or LIBOR.

•The operation of electric generation facilities depends on suitable meteorological conditions and involves significant risks and hazards customary to the power industry that could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. These facilities may operate without long-term power sales agreements.
On February 6, 2018, Global Infrastructure Partners,•Maintenance, expansion and refurbishment of electric generation facilities involve significant risks that could result in unplanned power outages or GIP, entered into a purchasereduced output.
•Supplier and/or customer concentration at certain of the Company's facilities may expose the Company to significant financial credit or performance risks. The Company's operations also depend on key personnel.
•The Company currently owns, and sale agreement with NRG for the acquisition of NRG’s full ownership interest in the Company and NRG’s renewable energy development and operations platform. Also on February 6, 2018,future may acquire, certain assets in which the Company entered into a consenthas limited control over management decisions and indemnity agreement with NRGits interests in such assets may be subject to transfer or other related restrictions.
•The Company's assets are exposed to risks inherent in the use of interest rate swaps and GIP in connection with theforward fuel purchase and sale agreement between NRG and GIP. The consent and indemnity agreementcontracts and the purchase and sale agreement are collectively referredCompany may be exposed to asadditional risks in the NRG Transaction. Consummationfuture if it utilizes other derivative instruments.
•The Company does not own all of the NRG Transactionland on which its power generation or thermal assets are located, which could result in disruption to its operations.
•The Company's businesses are subject to physical, market and economic risks relating to potential effects of climate change.
•Risks that are beyond the Company's control, including but not limited to acts of terrorism or related acts of war, natural disaster, hostile cyber intrusions or other catastrophic events, could have a material adverse effect on the business, financial condition, results of operations and cash flows.
•The operation of the Company’s businesses is subject to cyber-based security and integrity risk.
•The Company relies on electric distribution and transmission facilities that it does not own or control and that are subject to transmission constraints within a number of conditions,the Company's regions.If these facilities fail to provide the Company with adequate transmission capacity, it may be restricted in its ability to deliver electric power to its customers and may either incur additional costs or forego revenues.
•The Company's costs, results of operations, financial condition and cash flows could be adversely impacted by the disruption of the fuel supplies necessary to generate power at its conventional and thermal power generation facilities.


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Risks Related to the Company’s Relationship with GIP and CEG

•GIP, through its ownership of CEG, is the Company's controlling stockholder and exercises substantial influence over the Company.The Company is highly dependent on GIP and CEG.
•The Company may not be able to consummate future acquisitions from CEG.
•The Company may be unable to terminate the CEG Master Services Agreement, in certain circumstances.
•If CEG terminates the CEG Master Services Agreement or defaults in the performance of its obligations under the agreement, the Company may be unable to contract with a substitute service provider on similar terms, or at all.
•The Company is a “controlled company," controlled by GIP, and as a result, is exempt from certain corporate governance requirements that are designed to provide protection to stockholders of companies that are not controlled companies.
Risks Related to Regulation

•The Company's business is subject to restrictions resulting from environmental, health and safety laws and regulations.
•The electric generation business is subject to substantial governmental regulation, including receiptenvironmental laws, and may be adversely affected by changes in laws or regulations, as well as liability under, or any future inability to comply with, existing or future regulations or other legal requirements.
•Government regulations providing incentives for renewable generation could change at any time and such changes may negatively impact the Company's growth strategy.
•The profitability of certain contractual consentsof the Company's Thermal assets is dependent on regulatory approval.

Risks Related to the Company's Business
The ongoing coronavirus (COVID-19) pandemic or any other pandemic could adversely affect the Company’s business, financial condition and results of operations.
The ongoing coronavirus (COVID-19) outbreak, which the World Health Organization declared as a pandemic on March 11, 2020, has reached every region of the world and has resulted in widespread adverse impacts on the global economy. In response, the Company has modified certain business and workforce practices (including discontinuing all non-essential business travel, implementing a temporary work-from-home policy for employees who can execute their work remotely and encouraging employees to adhere to local and regional social distancing, more stringent hygiene and cleaning protocols across the Company’s facilities and operations and self-quarantining recommendations) to conform to government restrictions and best practices encouraged by governmental and regulatory approvals from certain regulatory agencies, including approval by FERC and approvals from certain state regulatory agencies. Whileauthorities. However, the parties have begunquarantine of personnel or the processinability to access the Company’s facilities or customer sites could adversely affect the Company’s operations. Also, the Company has a limited number of notifying agencies and obtaining regulatory approvals and consents,highly skilled employees for some of its operations. If a large proportion of the Company’s employees in those critical positions were to contract COVID-19 at the same time, the Company would rely upon its business continuity plans in an effort to continue operations at its facilities, but there is no assurancecertainty that the partiessuch measures will be ablesufficient to obtainmitigate the requisite regulatory approvalsadverse impact to its operations that could result from shortages of highly skilled employees.

There is considerable uncertainty regarding how long the COVID-19 pandemic will persist and affect economic conditions, as well as whether governmental and other measures implemented to try to slow the spread of the virus, such as large-scale travel bans and restrictions, border closures, quarantines, shelter-in-place orders and business and government shutdowns that exist as of the date of this report will be effective or consentswhether new measures will be implemented or reinstated. Restrictions of this nature may cause the Company, its suppliers and other business counterparties to experience operational delays and delays in the delivery of materials and supplies and may cause milestones or deadlines relating to various projects to be missed. As a result, the Company could experience reductions in its sales and corresponding revenues in future periods. In addition, worsening economic conditions could result in the Company’s customers being unable or unwilling to fulfill their contractual obligations over time, or as contracts expire, to replace them with agreements on similar terms, which would impact the Company’s future financial performance. A significant decline in sales for the output the Company generates, whether due to decreases in consumer demand or disruption to its facilities or otherwise, would have a material adverse effect on the Company’s financial expectations, its financial condition, results of operations and cash flows, its ability to make distributions to its stockholders, the market prices of its common stock and its ability to satisfy its debt service obligations.
As of the closing conditions. date of this report, the Company's efforts to respond to the challenges presented by the conditions described above have allowed the Company to minimize the impacts to its business.
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Additionally, the NRG Transaction requireseffects of COVID-19 or any other pandemic on the global economy could adversely affect the Company’s consent which is conditioned upon a numberability to access the capital and other financial markets, and if so, the Company may need to consider alternative sources of items, allfunding for some of its operations and for working capital, which may not be metincrease its cost of, as well as adversely impact its access to, capital. These uncertain economic conditions may also result in the inability of the Company’s customers and other counterparties to make payments to the Company, on a timely basis or at all.

If the NRG Transaction is consummated, GIP may exercise substantial influence over the Company’s policies and procedures and exercise substantial influence over the Company’s Board, management and the types of third party acquisitions the Company makes. The Company may not identify future acquisitions or be able to secure financing on attractive terms or at all, for future acquisitions and the Company may not realize the anticipated benefits of the financing support to be provided by GIP, which includes a $1.5 billion backstop credit facility to manage any change-of-control costs associated with the Company’s corporate debt and up to $400 million in financing support for the Company’s acquisition of the Carlsbad Energy Center. Further, GIP may not be able to maintain the Company’s current relationships with customers, counterparties, suppliers, lenders and other third


parties. Uncertainty about the effect of the NRG Transaction may negatively affect the Company’s relationship with its counterparties and have a significant impact on the Company’s business. The foregoing risks maycould adversely affect the Company’s operational performance or limit the Company’s growth prospects, includingfinancial expectations, its financial condition, results of operations and cash flows, its ability to growmake distributions to its dividend per share.stockholders, the market prices of its common stock and its ability to satisfy its debt service obligations.
FollowingThe Company cannot predict the consummationfull impact that COVID-19 will have on the Company’s financial expectations, its financial condition, results of operations and cash flows, its ability to make distributions to its stockholders, the market prices of its common stock and its ability to satisfy its debt service obligations at this time, due to numerous uncertainties. The ultimate impacts will depend on future developments, including, among others, the ultimate duration and persistence of the NRG Transaction, GIPpandemic, the consequences of governmental and its affiliates will controlother measures designed to prevent the Company and have the ability to designate a majorityspread of the members of Yield, Inc.'s Board.

The governance agreements to be entered into among NRG, the Company, GIP and its affiliates in connection with the NRG Transaction provide GIP the ability to designate a majority of Yield, Inc.’s Board to the Company’s Corporate Governance, Conflicts and Nominating Committee for nomination for election by Yield, Inc.’s stockholders and also require that the Company and GIP use their commercially reasonable efforts to submit to Yield, Inc.’s stockholders at Yield, Inc.’s 2019 Annual Meeting of Stockholders a charter amendment to classify Yield, Inc.’s Board into two classes (with the independent directors and directors designated by GIP allocated across the two classes). Due to such agreements and GIP's approximate 55.1% combined voting power in Yield, Inc. following the completion of the NRG Transaction,virus, the ability of other holdersgovernments and health care providers to timely distribute available vaccines and the efficacy of Yield, Inc.’s Class A and Class C common stock to exercise control oversuch vaccines, the corporate governanceduration of the Company will be limited. In addition, dueoutbreak, actions taken by governmental actions taken by authorities, customers, suppliers and other third parties, workforce availability and the timing and extent to its approximate 55.1% combined voting power in the Company following the completion of the NRG Transaction, GIPwhich normal economic and its affiliates will have a substantial influence on Yield, Inc.’s affairs and its voting power will constitute a large percentage of any quorum of Yield, Inc.’s stockholders voting on any matter requiring the approval of Yield, Inc.’s stockholders, including the classification of Yield, Inc.'s Board of Directors. GIP may hold certain interests that are different from those of the Company or other holders of Yield, Inc.'s Class A and Class C common stock and there is no assurance that GIP will exercise its control over the Company in a manner that is consistent with the Company’s interests or those of the holders of Yield, Inc.'s Class A and Class C common stock.operating conditions resume.
Risks Related to the Company's Business
Certain facilities are newly constructed and may not perform as expected.

Certain of the Company's conventional and renewable assets are newly constructed. The ability of these facilities to meet the Company's performance expectations is subject to the risks inherent in newly constructed power generation facilities and the construction of such facilities, including, but not limited to, degradation of equipment in excess of the Company's expectations, system failures, and outages. The failure of these facilities to perform as the Company expects could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows and its ability to pay distributions to Yield,Clearway, Inc. and NRG.CEG.
Pursuant to the Company's cash distribution policy, the Company intends to distribute a significant amount of the CAFD through regular quarterly distributions, and the Company's ability to grow and make acquisitions through cash on hand could be limited.
The Company expects to distribute a significant amount of the CAFD each quarter and to rely primarily upon external financing sources, including the issuance of debt and equity securities and, if applicable, borrowings under the Company's revolving credit facility to fund acquisitions and growth capital expenditures. The Company may be precluded from pursuing otherwise attractive acquisitions if the projected short-term cash flow from the acquisition or investment is not adequate to service the capital raised to fund the acquisition or investment, after giving effect to the Company's available cash reserves. The incurrence of bank borrowings or other debt by NRG YieldClearway Energy Operating LLC or by the Company's project-level subsidiaries to finance the Company’s growth strategy will result in increased interest expense and the imposition of additional or more restrictive covenants, which, in turn, may impact the cash distributions the Company makes to Yield,Clearway, Inc. and NRG.


CEG.
The Company may not be able to effectively identify or consummate any future acquisitions on favorable terms, or at all.
The Company's business strategy includes growth through the acquisitions of additional generation assets (including through corporate acquisitions). This strategy depends on the Company’s ability to successfully identify and evaluate acquisition opportunities and consummate acquisitions on favorable terms. However, the number of acquisition opportunities is limited. In addition, the Company will compete with other companies for these limited acquisition opportunities, which may increase the Company’s cost of making acquisitions or cause the Company to refrain from making acquisitions at all. Some of the Company’s competitors for acquisitions are much larger than the Company with substantially greater resources. These companies may be able to pay more for acquisitions and may be able to identify, evaluate, bid for and purchase a greater number of assets than the Company’s financial or human resources permit. If the Company is unable to identify and consummate future acquisitions, it will impede the Company’s ability to execute its growth strategy and limit the Company’s ability to increase the amount of dividends paid to holders of Yield,Clearway, Inc.'s common stock.

Furthermore, the Company’s ability to acquire future renewable facilities may depend on the viability of renewable assets generally. These assets currently are largely contingent on public policy mechanisms including ITCs, cash grants, loan guarantees, accelerated depreciation, RPS and carbon trading plans. These mechanisms have been implemented at the state and federal levels to support the development of renewable generation, demand-side and smart grid and other clean infrastructure technologies. The availability and continuation of public policy support mechanisms will drive a significant part of the economics and viability of the Company’s growth strategy and expansion into clean energy investments.
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Counterparties to the Company's offtake agreements may not fulfill their obligations and, as the contracts expire, the Company may not be able to replace them with agreements on similar terms in light of increasing competition in the markets in which the Company operates.
    A significant portion of the electric power the Company generates is sold under long-term offtake agreements with public utilities or industrial or commercial end-users, with a weighted average remaining duration, based on CAFD, of approximately 13 years. As of December 31, 2020, the largest customers of the Company's power generation assets, including assets in which the Company has less than a 100% membership interest, were SCE and PG&E, which represented 34% and 18%, respectively, of total consolidated revenues generated by the Company during the year ended December 31, 2020. On July 1, 2020, PG&E emerged from bankruptcy.
    If, for any reason, any of the purchasers of power under these agreements are unable or unwilling to fulfill their related contractual obligations or if they refuse to accept delivery of power delivered thereunder or if they otherwise terminate such agreements prior to the expiration thereof, the Company's assets, liabilities, business, financial condition, results of operations and cash flows could be materially and adversely affected. Furthermore, to the extent any of the Company's power purchasers are, or are controlled by, governmental entities, the Company's facilities may be subject to legislative or other political action that may impair their contractual performance.
    The power generation industry is characterized by intense competition and the Company's electric generation assets encounter competition from utilities, industrial companies and independent power producers, in particular with respect to uncontracted output. In recent years, there has been increasing competition among generators for offtake agreements and this has contributed to a reduction in electricity prices in certain markets characterized by excess supply above designated reserve margins. In light of these market conditions, the Company may not be able to replace an expiring or terminated agreement with an agreement on equivalent terms and conditions, including at prices that permit operation of the related facility on a profitable basis. In addition, the Company believes many of its competitors have well-established relationships with the Company's current and potential suppliers, lenders and customers, and have extensive knowledge of its target markets. As a result, these competitors may be able to respond more quickly to evolving industry standards and changing customer requirements than the Company will be able to. The adoption of more advanced technology could reduce its competitors' power production costs resulting in their having a lower cost structure than is achievable with the technologies currently employed by the Company and adversely affect its ability to compete for offtake agreement renewals. If the Company is unable to replace an expiring or terminated offtake agreement, the affected facility may temporarily or permanently cease operations. External events, such as a severe economic downturn or force majeure events, could also impair the ability of some counterparties to the Company's offtake agreements and other customer agreements to pay for energy and/or other products and services received.
    The Company's inability to enter into new or replacement offtake agreements or to compete successfully against current and future competitors in the markets in which the Company operates could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.
The Company’s ability to effectively consummate future acquisitions will also depend on the Company’s ability to arrange the required or desired financing for acquisitions.
The Company may not have sufficient availability under the Company’s credit facilities or have access to project-level financing on commercially reasonable terms when acquisition opportunities arise. An inability to obtain the required or desired financing could significantly limit the Company’s ability to consummate future acquisitions and effectuate the Company’s growth strategy. If financing is available, utilization of the Company’s credit facilities or project-level financing for all or a portion of the purchase price of an acquisition could significantly increase the Company’s interest expense, impose additional or more restrictive covenants and reduce CAFD. The Company’s ability to consummate future acquisitions may also depend on the Company’s ability to obtain any required regulatory approvals for such acquisitions, including, but not limited to, approval by FERC under Section 203 of the FPA.
Finally, the acquisition of companies and assets are subject to substantial risks, including the failure to identify material problems during due diligence (for which the Company may not be indemnified post-closing), the risk of over-payingoverpaying for assets (or not making acquisitions on an accretive basis) and the ability to retain customers. Further, the integration and consolidation of acquisitions requires substantial human, financial and other resources and, ultimately, the Company's acquisitions may divert management’s attention from the Company's existing business concerns, disrupt the Company's ongoing business or not be successfully integrated. There can be no assurances that any future acquisitions will perform as expected or that the returns from such acquisitions will support the financing utilized to acquire them or maintain them. As a result, the consummation of acquisitions may have a material adverse effect on the Company's business, financial condition, results of operations, cash flows and ability to pay distributions to Yield,Clearway, Inc. and NRG.CEG.
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Even if the Company consummates acquisitions that it believes will be accretive to CAFD, those acquisitions may decrease CAFD as a result of incorrect assumptions in the Company’s evaluation of such acquisitions, unforeseen consequences or other external events beyond the Company’s control.
The acquisition of existing generation assets involves the risk of overpaying for such projects (or not making acquisitions on an accretive basis) and failing to retain the customers of such projects. While the Company will perform due diligence on prospective acquisitions, the Company may not discover all potential risks, operational issues or other issues in such generation assets. Further, the integration and consolidation of acquisitions require substantial human, financial and other resources and, ultimately, the Company’s acquisitions may divert the Company’s management’s attention from its existing business concerns, disrupt its ongoing business or not be successfully integrated. Future acquisitions might not perform as expected or the returns from such acquisitions might not support the financing utilized to acquire them or maintain them. A failure to achieve the financial returns the Company expects when it acquires generation assets could have a material adverse effect on the Company’s ability to grow its business and make cash distributions to its unitholders. Any failure of the Company’s acquired generation assets to be accretive or difficulty in integrating such acquisition into the Company’s business could have a material adverse effect on the Company’s ability to grow its business and make cash distributions to its unitholders.


The Company’s indebtedness could adversely affect its ability to raise additional capital to fund the Company’s operations or pay distributions. It could also expose the Company to the risk of increased interest rates and limit the Company’s ability to react to changes in the economy or the Company’s industry as well as impact the Company’s results of operations, financial condition and cash flows.
As of December 31, 2017,2020, the Company had approximately $5,899$7,043 million of total consolidated indebtedness, $4,376$5,243 million of which was incurred by the Company's non-guarantor subsidiaries. In addition, the Company’s share of its unconsolidated affiliates’ total indebtedness and letters of credit outstanding as of December 31, 2017,2020, totaled approximately $777$481 million and $98$59 million, respectively (calculated as the Company’s unconsolidated affiliates’ total indebtedness as of such date multiplied by the Company’s percentage membership interest in such assets).
    The Company’s substantial debt could have important negative consequences on the Company’s financial condition, including:
•increasing the Company’s vulnerability to general economic and industry conditions;
•requiring a substantial portion of the Company’s cash flow from operations to be dedicated to the payment of principal and interest on the Company’s indebtedness, therefore reducing the Company’s ability to pay distributions to Yield,Clearway, Inc. and NRGCEG or to use the Company’s cash flow to fund its operations, capital expenditures and future business opportunities;
•limiting the Company’s ability to enter into long-term power sales or fuel purchases which require credit support;
•limiting the Company’s ability to fund operations or future acquisitions;
•restricting the Company’s ability to make certain distributions to Yield,Clearway, Inc. and NRGCEG and the ability of the Company’s subsidiaries to make certain distributions to it, in light of restricted payment and other financial covenants in the Company’s credit facilities and other financing agreements;
•exposing the Company to the risk of increased interest rates because certain of the Company’s borrowings, which may include borrowings under the Company’s revolving credit facility, are at variable rates of interest;
•limiting the Company’s ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and
•limiting the Company’s ability to adjust to changing market conditions and placing it at a competitive disadvantage compared to the Company’s competitors who have less debt.
The Company's revolving credit facility contains financial and other restrictive covenants that limit the Company’s ability to return capital to stockholders or otherwise engage in activities that may be in the Company’s long-term best interests. The Company’s inability to satisfy certain financial covenants could prevent the Company from paying cash distributions, and the Company’s failure to comply with those and other covenants could result in an event of default which, if not cured or waived, may entitle the related lenders to demand repayment or enforce their security interests, which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. In addition, failure to comply with such covenants may entitle the related lenders to demand repayment and accelerate all such indebtedness.
The agreements governing the Company’s project-level financing contain financial and other restrictive covenants that limit the Company’s project subsidiaries’ ability to make distributions to the Company or otherwise engage in activities that may be in the Company’s long-term best interests. The project-level financing agreements generally prohibit distributions from the project entities to the Company unless certain specific conditions are met, including the satisfaction of certain financial
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ratios. The Company’s inability to satisfy certain financial covenants may prevent cash distributions by the particular project(s) to it and, the Company’s failure to comply with those and other covenants could result in an event of default which, if not cured or waived may entitle the related lenders to demand repayment or enforce their security interests, which could have a material adverse effect on the Company’s business, results of operations and financial condition. In addition, failure to comply with such covenants may entitle the related lenders to demand repayment and accelerate all such indebtedness. If the Company is unable to make distributions from the Company’s project-level subsidiaries, it would likely have a material adverse effect on the Company’s ability to pay distributions to Yield,Clearway, Inc. and NRG.CEG.
Letter of credit facilities to support project-level contractual obligations generally need to be renewed after five to seven years, at which time the Company will need to satisfy applicable financial ratios and covenants. If the Company is unable to renew the Company’s letters of credit as expected or replace them with letters of credit under different facilities on favorable terms or at all, the Company may experience a material adverse effect on its business, financial condition, results of operations and cash flows. Furthermore, such inability may constitute a default under certain project-level financing arrangements, restrict the ability of the project-level subsidiary to make distributions to it and/or reduce the amount of cash available at such subsidiary to make distributions to the Company.
In addition, the Company’s ability to arrange financing, either at the corporate level or at a non-recourse project-level subsidiary, and the costs of such capital, are dependent on numerous factors, including:
•general economic and capital market conditions;


•credit availability from banks and other financial institutions;
•investor confidence in the Company, its partners, Yield,Clearway, Inc. (as the Company's sole managing member), NRG (as Yieldor GIP, through CEG, as Clearway, Inc.’s's principal stockholder on(on a combined voting basis, and manager under the Management Services Agreement), or GIP, as successor to NRG's interests in the Company if the NRG Transaction is consummated,basis) and the regional wholesale power markets;
•the Company’s financial performance and the financial performance of the Company subsidiaries;
•the Company’s level of indebtedness and compliance with covenants in debt agreements;
•maintenance of acceptable project credit ratings or credit quality;
•cash flow; and
•provisions of tax and securities laws that may impact raising capital.
The Company may not be successful in obtaining additional capital for these or other reasons. Furthermore, the Company may be unable to refinance or replace project-level financing arrangements or other credit facilities on favorable terms or at all upon the expiration or termination thereof. The Company's failure, or the failure of any of the Company’s projects, to obtain additional capital or enter into new or replacement financing arrangements when due may constitute a default under such existing indebtedness and may have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.
Changes in the method of determining the London Interbank Offered Rate, or LIBOR, or the replacement of LIBOR with an alternative reference rate, may adversely affect interest expense related to outstanding debt.
    Amounts drawn under the Company's revolving credit facility and certain of the Company's project-level debt facilitiescurrently bear interest at rates based on LIBOR. On July 27, 2017, the Financial Conduct Authority in the United Kingdom announced that it would phase out LIBOR as a benchmark by the end of 2021. On November 30, 2020, ICE Benchmark Administration Limited, the administrator of LIBOR, with the support of the United States Federal Reserve and the United Kingdom’s Financial Conduct Authority, announced plans to consult on ceasing publication of USD LIBOR on December 31, 2021 for only the one week and two month USD LIBOR tenors, and on June 30, 2023 for all other USD LIBOR tenors. While this announcement extends the transition period to June 30, 2023, the United States Federal Reserve concurrently issued a statement advising banks to stop new LIBOR issuances by the end of 2021. In light of these recent announcements, the future of LIBOR at this time is uncertain and any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phase-out could cause LIBOR to perform differently than in the past or cease to exist. While the Company's revolving credit facility includes a mechanism to amend the facilities to reflect the establishment of an alternative rate of interest upon the occurrence of certain events related to the phase-out of LIBOR, many of the Company's project-level debt facilities and swap arrangements do not. The Company has not yet pursued technical amendments or other contractual alternatives to address this matter with respect to all its existing debt facilities and swap arrangements and is continuing to evaluate the impact of LIBOR’s expected replacement. If no such amendments or other contractual alternatives are established on or prior to the phase-out of LIBOR, interest under the Company's revolving credit facility and other project-level debt facilities will bear interest at higher rates based on the prime rate until such amendments or other contractual amendments are established. Even if the Company has entered into interest rate swaps or other derivative instruments for purposes of managing its interest rate exposure or has otherwise amended its interest rate swaps or other derivative instruments to reflect an alternative
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reference rate, these hedging strategies may not be effective as a result of the replacement or phasing out of LIBOR, and the Company may incur losses as a result. The potential increase in the Company’s interest expense as a result of the phase-out of LIBOR and uncertainty as to the nature of the alternative reference rates could have an adverse effect on the Company's business, financial condition, results of operations and cash flows.    
Certain of the Company's long-term bilateral contracts result from state-mandated procurements and could be declared invalid by a court of competent jurisdiction.
A significant portion of the Company's revenues are derived from long-term bilateral contracts with utilities that are regulated by their respective states, and have been entered into pursuant to certain state programs. Certain long-term contracts that other companies have with state-regulated utilities have been challenged in federal court and have been declared unconstitutional on the grounds that the rate for energy and capacity established by the contracts impermissibly conflicts with the rate for energy and capacity established by FERC pursuant to the FPA. If certain of the Company's state-mandated agreements with utilities are ever held to be invalid or unenforceable due to the financial conditions or other conditions of such utility, the Company may be unable to replace such contracts, which could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.
The generation of electric energy from solar and wind energy sources depends heavily on suitable meteorological conditions.
If solar or wind conditions are unfavorable, the Company's electricity generation and revenue from renewable generation facilities may be substantially below the Company's expectations. The electricity produced and revenues generated by a solar or wind energy generation facility is highly dependent on suitable solar or wind conditions, as applicable, and associated weather conditions, which are beyond the Company's control. Furthermore, components of the Company's systems, such as solar panels and inverters, could be damaged by severe weather, such as wildfires, hailstorms, tornadoes or tornadoes.freezing temperatures and other winter weather conditions. In addition, replacement and spare parts for key components may be difficult or costly to acquire or may be unavailable. Unfavorable weather and atmospheric conditions could impair the effectiveness of the Company's assets or reduce their output beneath their rated capacity or require shutdown of key equipment, impeding operation of the Company's renewable assets. For example, in February 2021, the Company's wind projects in Texas were unable to operate and experienced outages for a few days as a result of the extreme winter weather conditions. In addition, climate change may have the long-term effect of changing wind patterns at ourthe Company's projects. Changing wind patterns could cause changes in expected electricity generation. These events could also degrade equipment or components and the interconnection and transmission facilities’ lives or maintenance costs.
Although the Company bases its investment decisions with respect to each renewable generation facility on the findings of related wind and solar studies conducted on-site prior to construction or based on historical conditions at existing facilities, actual climatic conditions at a facility site, particularly wind conditions, may not conform to the findings of these studies and may be affected by variations in weather patterns, including any potential impact of climate change. Therefore, the Company's solar and wind energy facilities may not meet anticipated production levels or the rated capacity of the Company's generation assets, which could adversely affect the Company's business, financial condition, results of operations and cash flows.


Operation of electric generation facilities involves significant risks and hazards customary to the power industry that could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.
The ongoing operation of the Company's facilities involves risks that include the breakdown or failure of equipment or processes or performance below expected levels of output or efficiency due to wear and tear, latent defect, design error or operator error or force majeure events, among other things. Operation of the Company's facilities also involves risks that the Company will be unable to transport its products to its customers in an efficient manner due to a lack of transmission capacity. Unplanned outages of generating units, including extensions of scheduled outages due to mechanical failures or other problems, occur from time to time and are an inherent risk of the business. Unplanned outages typically increase operation and maintenance expenses, capital expenditures and may reduce revenues as a result of selling fewer MWh or require the Company to incur significant costs as a result of obtaining replacement power from third parties in the open market to satisfy forward power sales obligations. The Company's inability to operate its electric generation assets efficiently, manage capital expenditures and costs and generate earnings and cash flow from the Company's asset-based businesses could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. While the Company maintains insurance, obtains warranties from vendors and obligates contractors to meet certain performance levels, the proceeds of such insurance, warranties or performance guarantees may not cover the Company's lost revenues, increased expenses or liquidated damages payments should it experience equipment breakdown or non-performance by contractors or vendors.
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Power generation involves hazardous activities, including acquiring, transporting and unloading fuel, operating large pieces of rotating equipment and delivering electricity to transmission and distribution systems.
In addition to natural risks such as earthquake, flood, lightning, hurricane and wind, other hazards, such as fire, explosion, structural collapse and machinery failure are inherent risks in the Company's operations. These and other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment and contamination of, or damage to, the environment and suspension of operations. The occurrence of any one of these events may result in the Company being named as a defendant in lawsuits asserting claims for substantial damages, including for environmental cleanup costs, personal injury and property damage and fines and/or penalties. The Company maintains an amount of insurance protection that it considers adequate but cannot provide any assurance that the Company's insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which the Company may be subject. Furthermore, the Company's insurance coverage is subject to deductibles, caps, exclusions and other limitations. A loss for which the Company is not fully insured (which may include a significant judgment against any facility or facility operator) could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. Further, due to rising insurance costs and changes in the insurance markets, the Company cannot provide any assurance that its insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. Any losses not covered by insurance could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.
Maintenance, expansion and refurbishment of electric generation facilities involve significant risks that could result in unplanned power outages or reduced output.
The Company's facilities may require periodic upgrading and improvement. Any unexpected operational or mechanical failure, including failure associated with breakdowns and forced outages, could reduce the Company's facilities' generating capacity below expected levels, reducing the Company's revenues and jeopardizing the Company's ability to pay distributions to Yield,Clearway, Inc. and NRGCEG at expected levels or at all. Degradation of the performance of the Company's solar facilities above levels provided for in the related offtake agreements may also reduce the Company's revenues. Unanticipated capital expenditures associated with maintaining, upgrading or repairing the Company's facilities may also reduce profitability.
If the Company makes any major modifications to its conventional power generation facilities, it may be required to install the best available control technology or to achieve the lowest achievable emission rates as such terms are defined under the new source review provisions of the CAAClean Air Act in the future. Any such modifications could likely result in substantial additional capital expenditures. The Company may also choose to repower, refurbish or upgrade its facilities based on its assessment that such activity will provide adequate financial returns. Such facilities require time for development and capital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an investment may prove incorrect, including assumptions regarding construction costs, timing, available financing and future fuel and power prices. These events could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.


Counterparties to the Company's offtake agreements may not fulfill their obligations and, as the contracts expire, the Company may not be able to replace them with agreements on similar terms in light of increasing competition in the markets in which the Company operates.
A significant portion of the electric power the Company generates is sold under long-term offtake agreements with public utilities or industrial or commercial end-users, with a weighted average remaining duration of approximately 15 years based on CAFD. As of December 31, 2017, the largest customers of the Company's power generation assets, including assets in which the Company has less than a 100% membership interest, were SCE and PG&E, which represented 40% and 23%, respectively, of the net electric generation capacity of the Company's facilities.
If, for any reason, any of the purchasers of power under these agreements are unable or unwilling to fulfill their related contractual obligations or if they refuse to accept delivery of power delivered thereunder or if they otherwise terminate such agreements prior to the expiration thereof, the Company's assets, liabilities, business, financial condition, results of operations and cash flows could be materially and adversely affected. Furthermore, to the extent any of the Company's power purchasers are, or are controlled by, governmental entities, the Company's facilities may be subject to legislative or other political action that may impair their contractual performance.
The power generation industry is characterized by intense competition and the Company's electric generation assets encounter competition from utilities, industrial companies and other independent power producers, in particular with respect to uncontracted output. In recent years, there has been increasing competition among generators for offtake agreements and this has contributed to a reduction in electricity prices in certain markets characterized by excess supply above designated reserve margins. In light of these market conditions, the Company may not be able to replace an expiring or terminated agreement with an agreement on equivalent terms and conditions, including at prices that permit operation of the related facility on a profitable basis. In addition, the Company believes many of its competitors have well-established relationships with the Company's current and potential suppliers, lenders and customers and have extensive knowledge of its target markets. As a result, these competitors may be able to respond more quickly to evolving industry standards and changing customer requirements than the Company will be able to. Adoption of technology more advanced than the Company's could reduce its competitors' power production costs resulting in their having a lower cost structure than is achievable with the technologies currently employed by the Company and adversely affect its ability to compete for offtake agreement renewals. If the Company is unable to replace an expiring or terminated offtake agreement, the affected facility may temporarily or permanently cease operations. External events, such as a severe economic downturn, could also impair the ability of some counterparties to the Company's offtake agreements and other customer agreements to pay for energy and/or other products and services received.
The Company's inability to enter into new or replacement offtake agreements or to compete successfully against current and future competitors in the markets in which the Company operates could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.
The Company’s facilities may operate, wholly or partially, without long-term power sales agreements.

The Company’s facilities may operate without long-term power sales agreements for some or all of their generating capacity and output and therefore be exposed to market fluctuations. Without the benefit of long-term power sales agreements for the facilities, the Company cannot be sure that it will be able to sell any or all of the power generated by the facilities at commercially attractive rates or that the facilities will be able to operate profitably. This could lead to less predictable revenues, future impairments of the Company's property, plant and equipment or to the closing of certain of its facilities, resulting in economic losses and liabilities, which could have a material adverse effect on the Company's results of operations, financial condition or cash flows.

A portion of the steam and chilled water produced by the Company's thermal assets is sold at regulated rates, and the revenue earned by the Company's GenConn assets is established each year in a rate case; accordingly, the profitability of these assets is dependent on regulatory approval.
Approximately 378 net MWt of capacity from certain of the Company's thermal assets are sold at rates approved by one or more federal or state regulatory commissions, including the Pennsylvania Public Utility Commission and the California Public Utilities Commission for the thermal assets. Similarly, the revenues related to approximately 380 MW of capacity from the GenConn assets are established each year by the Connecticut Public Utilities Regulatory Authority. While such regulatory oversight is generally premised on the recovery of prudently incurred costs and a reasonable rate of return on invested capital, the rates that the Company may charge, or the revenue that the Company may earn with respect to this capacity are subject to authorization of the applicable regulatory authorities. There can be no assurance that such regulatory authorities will consider all of the costs to have been prudently incurred or that the regulatory process by which rates or revenues are determined will always result in rates or revenues that achieve full recovery of costs or an adequate return on the Company's capital investments. While the Company's rates and revenues are generally established based on an analysis of costs incurred in a base year, the rates the Company is allowed

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to charge, and the revenues the Company is authorized to earn, may or may not match the costs at any given time. If the Company's costs are not adequately recovered through these regulatory processes, it could have a material adverse effect on the business, financial condition, results of operations and cash flows.
Supplier and/or customer concentration at certain of the Company's facilities may expose the Company to significant financial credit or performance risks.
The Company often relies on a single contracted supplier or a small number of suppliers for the provision of fuel, transportation of fuel, equipment, technology and/or other services required for the operation of certain facilities. In addition, certain of the Company's suppliers provide long-term warranties with respect to the performance of their products or services. If any of these suppliers cannot perform under their agreements with the Company, or satisfy their related warranty obligations, the Company will need to utilize the marketplace to provide or repair these products and services. There can be no assurance that the marketplace can provide these products and services as, when and where required. The Company may not be able to enter into replacement agreements on favorable terms or at all. If the Company is unable to enter into replacement agreements to provide for fuel, equipment, technology and other required services, it would seek to purchase the related goods or services at market prices, exposing the Company to market price volatility and the risk that fuel and transportation may not be available during certain periods at any price. The Company may also be required to make significant capital contributions to remove, replace or redesign equipment that cannot be supported or maintained by replacement suppliers, which could have a material adverse effect on the business, financial condition, results of operations, credit support terms and cash flows.
In addition, potential or existing customers at the Company’s district energy centers and combined heat and power plants, or the Energy Centers, may opt for on-site systems in lieu of using the Company’s Energy Centers, either due to corporate policies regarding the allocation of capital, unique situations where an on-site system might in fact prove more efficient, because of previously committed capital in systems that are already on-site, or otherwise. At times, the Company relies on a single customer or a few customers to purchase all or a significant portion of a facility's output, in some cases under long-term agreements that account for a substantial percentage of the anticipated revenue from a given facility.
The failure of any supplier to fulfill its contractual obligations to the Company or the Company’s loss of potential or existing customers could have a material adverse effect on its financial results. Consequently, the financial performance of the Company's facilities is dependent on the credit quality of, and continued performance by, the Company's suppliers and vendors and the Company’s ability to solicit and retain customers.
The Company currently owns, and in the future may acquire, certain assets in which the Company has limited control over management decisions and its interests in such assets may be subject to transfer or other related restrictions.
As described in Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, the Company has limited control over the operation of certain of its assets, because the Company beneficially owns less than a majority of the membership interests in such assets. The Company may seek to acquire additional assets in which it owns less than a majority of the related membership interests in the future. In these investments, the Company will seek to exert a degree of influence with respect to the management and operation of assets in which it owns less than a majority of the membership interests by negotiating to obtain positions on management committees or to receive certain limited governance rights, such as rights to veto significant actions. However, the Company may not always succeed in such negotiations. The Company may be dependent on its co-venturers to operate such assets. The Company's co-venturers may not have the level of experience, technical expertise, human resources management and other attributes necessary to operate these assets optimally. In addition, conflicts of interest may arise in the future between theCompany and its stockholders, on the one hand, and the Company's co-venturers, on the other hand, where the Company's co-venturers' business interests are inconsistent with the interests of the Company and its stockholders. Further, disagreements or disputes between the Company and its co-venturers could result in litigation, which could increase expenses and potentially limit the time and effort the Company's officers and directors are able to devote to the business.
The approval of co-venturers may also be required for the Company to receive distributions of funds from assets or to sell, pledge, transfer, assign or otherwise convey its interest in such assets, or for the Company to acquire NRG'sGIP's or CEG's interests in such co-ventures as an initial matter. Alternatively, the Company's co-venturers may have rights of first refusal or rights of first offer in the event of a proposed sale or transfer of the Company's interests in such assets. These restrictions may limit the price or interest level for interests in such assets, in the event the Company wants to sell such interests.
Furthermore, certain of the Company's facilities are operated by third-party operators, such as First Solar.operators. To the extent that third-party operators do not fulfill their obligations to manage operations of the facilities or are not effective in doing so, the amount of CAFD may be adversely affected.

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The Company's assets are exposed to risks inherent in the use of interest rate swaps and forward fuel purchase contracts and the Company may be exposed to additional risks in the future if it utilizes other derivative instruments.
The Company uses interest rate swaps to manage interest rate risk. In addition, the Company uses forward fuel purchase contracts to hedge its limited commodity exposure with respect to the Company's district energy assets. If the Company elects to enter into such commodity hedges, the related asset could recognize financial losses on these arrangements as a result of volatility in the market values of the underlying commodities or if a counterparty fails to perform under a contract. If actively quoted market prices and pricing information from external sources are not available, the valuation of these contracts would involve judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts. If the values of these financial contracts change in a manner that the Company does not anticipate, or if a counterparty fails to perform under a contract, it could harm the business, financial condition, results of operations and cash flows.
The Company's business is subject to restrictions resulting from environmental, health and safety laws and regulations.
The Company is subject to various federal, state and local environmental and health and safety laws and regulations. In addition, the Company may be held primarily or jointly and severally liable for costs relating to the investigation and clean-up of any property where there has been a release or threatened release of a hazardous regulated material as well as other affected properties, regardless of whether the Company knew of or caused the release. In addition to these costs, which are typically not limited by law or regulation and could exceed an affected property's value, the Company could be liable for certain other costs, including governmental fines and injuries to persons, property or natural resources. Further, some environmental laws provide for the creation of a lien on a contaminated site in favor of the government as security for damages and any costs the government incurs in connection with such contamination and associated clean-up. Although the Company generally requires its operators to undertake to indemnify it for environmental liabilities they cause, the amount of such liabilities could exceed the financial ability of the operator to indemnify the Company. The presence of contamination or the failure to remediate contamination may adversely affect the Company's ability to operate the business.
The Company does not own all of the land on which its power generation or thermal assets are located, which could result in disruption to its operations.
The Company does not own all of the land on which its power generation or thermal assets are located and the Company is, therefore, subject to the possibility of less desirable terms and increased costs to retain necessary land use if it does not have valid leases or rights-of-way or if such rights-of-way lapse or terminate. Although the Company has obtained rights to construct and operate these assets pursuant to related lease arrangements, the rights to conduct those activities are subject to certain exceptions, including the term of the lease arrangement. The Company is also at risk of condemnation on land it owns. The loss of these rights, through the Company's inability to renew right-of-way contracts, condemnation or otherwise, may adversely affect the Company's ability to operate its generation and thermal infrastructure assets.
The Company’s use and enjoyment of real property rights for its projects may be adversely affected by the rights of lienholders and leaseholders that are superior to those of the grantors of those real property rights to the Company.
Solar and wind projects generally are, and are likely to be, located on land occupied by the project pursuant to long-term easements and leases. The ownership interests in the land subject to these easements and leases may be subject to mortgages securing loans or other liens (such as tax liens) and other easement and lease rights of third parties (such as leases of oil or mineral rights) that were created prior to the project’s easements and leases. As a result, the project’s rights under these easements or leases may be subject, and subordinate, to the rights of those third parties. The Company performs title searches and obtains title insurance to protect itself against these risks. Such measures may, however, be inadequate to protect the Company against all risk of loss of its rights to use the land on which the wind projects are located, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company's businesses are subject to physical, market and economic risks relating to potential effects of climate change.
    Climate change creates uncertainty in weather and other environmental conditions, including temperature and precipitation levels, and thus may affect consumer demand for electricity. In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, cloud coverage, precipitation, floods and other climatic events, could disrupt the Company's operations and supply chain, and cause them to incur significant costs in preparing for or responding to these effects. These or other meteorological changes could lead to increased operating costs, capital expenses or power purchase costs.
    GHG regulation could increase the cost of electricity generated by fossil fuels, and such increases could reduce demand for the power the Company's conventional assets generate and market. Legislative and regulatory measures to address
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climate change and GHG emissions are in various phases of discussion or implementation. The EPA regulates GHG emissions from new and modified facilities that are potential major sources of criteria pollutants under the Clean Air Act's Prevention of Significant Deterioration and Title V programs and has adopted regulations that require, among other things, preconstruction and operating permits for certain large stationary sources and the monitoring and reporting of GHGs from certain onshore oil and natural gas production sources on an annual basis.
    In addition, in 2015, the U.S., Canada and the U.K. participated in the United Nations Conference on Climate Change, which led to the creation of the Paris Agreement. The Paris Agreement, which was signed by the U.S. in April 2016, requires countries to review and “represent a progression” in their intended nationally determined contributions (which set GHG emission reduction goals) every five years beginning in 2020. In November 2020, the U.S. officially withdrew from the Paris Agreement in November 2020. However, on January 20, 2021, President Biden signed an “Acceptance on Behalf of the United States of America” that will allow the U.S. to rejoin the Paris Agreement.The newly signed acceptance, deposited with the United Nations on January 20, reverses the prior withdrawal.The U.S. officially rejoined the Paris Agreement on February 19, 2021. The U.S. Congress, along with federal and state agencies, has also considered measures to reduce the emissions of GHGs. Legislation or regulation that restricts carbon emissions could increase the cost of environmental compliance for the Company’s conventional assets by requiring the Company to install new equipment to reduce emissions from larger facilities and/or purchase emission allowances. Climate change and GHG legislation or regulation could also delay or otherwise negatively affect efforts to obtain and maintain permits and other regulatory approvals for the Company’s conventional assets’ existing and new facilities, impose additional monitoring and reporting requirements or adversely affect demand for the natural gas we gather, transport and store. Conversely, legislation or regulation that sets a price on or otherwise restricts carbon emissions could also benefit the Company by increasing demand for solar or wind energy sources. In addition, governmental, scientific and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the U.S, including climate change related pledges made by the Biden Administration. Shortly after taking office in January 2021, President Biden issued a series of executive orders designed to address climate change. Reentry into the Paris Agreement and President Biden's executive orders may result in the development of additional regulations or changes to existing regulations. The effect on the Company of any new legislative or regulatory measures will depend on the particular provisions that are ultimately adopted.

Risks that are beyond the Company's control, including but not limited to acts of terrorism or related acts of war, natural disaster, hostile cyber intrusions or other catastrophic events, could have a material adverse effect on the business, financial condition, results of operations and cash flows.
    The Company's generation facilities that were acquired or those that the Company otherwise acquires or constructs and the facilities of third parties on which they rely may be targets of terrorist activities, as well as events occurring in response to or in connection with them, that could cause environmental repercussions and/or result in full or partial disruption of the facilities ability to generate, transmit, transport or distribute electricity or natural gas. Strategic targets, such as energy-related facilities, may be at greater risk of future terrorist activities than other domestic targets. Hostile cyber intrusions, including those targeting information systems as well as electronic control systems used at the generating plants and for the related distribution systems, could severely disrupt business operations and result in loss of service to customers, as well as create significant expense to repair security breaches or system damage.
    Furthermore, certain of the Company's power generation and thermal assets are located in active earthquake zones in California and Arizona, and certain project companies and suppliers conduct their operations in the same region or in other locations that are susceptible to natural disasters. In addition, California and some of the locations where certain suppliers are located, from time to time, have experienced shortages of water, electric power and natural gas. The occurrence of a natural disaster, such as an earthquake, wildfire, drought, flood or localized extended outages of critical utilities or transportation systems, or any critical resource shortages, affecting the Company or its suppliers, could cause a significant interruption in the business, damage or destroy the Company's facilities or those of its suppliers or the manufacturing equipment or inventory of the Company's suppliers. Any such terrorist acts, environmental repercussions or disruptions or natural disasters could result in a significant decrease in revenues or significant reconstruction or remediation costs, beyond what could be recovered through insurance policies, which could have a material adverse effect on the business, financial condition, results of operations and cash flows.
The operation of the Company’s businesses is subject to cyber-based security and integrity risk.
    Numerous functions affecting the efficient operation of the Company’s businesses depend on the secure and reliable storage, processing and communication of electronic data and the use of sophisticated computer hardware and software systems. The operation of the Company's generating assets relies on cyber-based technologies and has been the target of disruptive actions. Potential disruptive actions could result from cyber-attack or cyber intrusion, including by computer hackers,
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foreign governments and cyber terrorists, or otherwise be compromised by unintentional events. As a result, operations could be interrupted, property could be damaged and sensitive customer information could be lost or stolen, causing the Company to incur significant losses of revenues, other substantial liabilities and damages, costs to replace or repair damaged equipment and damage to the Company's reputation. In addition, the Company may experience increased capital and operating costs to implement increased security for its cyber systems and generating assets.
The Company relies on electric distribution and transmission facilities that it does not own or control and that are subject to transmission constraints within a number of the Company's regions. If these facilities fail to provide the Company with adequate transmission capacity, it may be restricted in its ability to deliver electric power to its customers and may either incur additional costs or forego revenues.
The Company depends on electric distribution and transmission facilities owned and operated by others to deliver the wholesale power it will sell from its electric generation assets to its customers. A failure or delay in the operation or development of these facilities or a significant increase in the cost of the development of such facilities could result in lost revenues. Such failures or delays could limit the amount of power the Company's operating facilities deliver or delay the completion of the Company's construction projects. Additionally, such failures, delays or increased costs could have a material adverse effect on the business, financial condition and results of operations. If a region's power transmission infrastructure is inadequate, the Company's recovery of wholesale costs and profits may be limited. If restrictive transmission price regulation is imposed, the transmission companies may not have a sufficient incentive to invest in expansion of transmission infrastructure. The Company also cannot predict whether distribution or transmission facilities will be expanded in specific markets to accommodate competitive access to those markets. In addition, certain of the Company's operating facilities' generation of electricity may be curtailed without compensation due to transmission limitations or limitations on the electricity grid's ability to accommodate intermittent and other electricity generating sources, reducing the Company's revenues and impairing its ability to capitalize fully on a particular facility's generating potential. Such curtailments could have a material adverse effect on the business, financial condition, results of operations and cash flows. Furthermore, economic congestion on transmission networks in certain of the markets in which the Company operates may occur and the Company may be deemed responsible for congestion costs. If the Company were liable for such congestion costs, its financial results could be adversely affected.
The Company's costs, results of operations, financial condition and cash flows could be adversely impacted by the disruption of the fuel supplies necessary to generate power at its conventional and thermal power generation facilities.
    Delivery of fossil fuels to fuel the Company's conventional and thermal generation facilities is dependent upon the infrastructure (including natural gas pipelines) available to serve each such generation facility as well as upon the continuing financial viability of contractual counterparties. As a result, the Company is subject to the risks of disruptions or curtailments in the production of power at these generation facilities if a counterparty fails to perform or if there is a disruption in the fuel delivery infrastructure.
If the Company is deemed to be an investment company, the Company may be required to institute burdensome compliance requirements and the Company's activities may be restricted, which may make it difficult for the Company to complete strategic acquisitions or effect combinations.
    If the Company is deemed to be an investment company under the Investment Company Act of 1940, or the Investment Company Act, the Company's business would be subject to applicable restrictions under the Investment Company Act, which could make it impracticable for the Company to continue its business as contemplated.The Company believes it is not an investment company under Section 3(b)(1) of the Investment Company Act because the Company is primarily engaged in a non-investment company business.The Company intends to conduct its operations so that the Company will not be deemed an investment company.However, if the Company were to be deemed an investment company, restrictions imposed by the Investment Company Act, including limitations on the Company's capital structure and the Company's ability to transact with affiliates, could make it impractical for the Company to continue its business as contemplated.
The Company depends on key personnel, the loss of any of which could have a material adverse effect on the Company's financial condition and results of operations.
    The Company believes its current operations and future success depend largely on the continued services of key personnel that it employs. Although the Company currently has access to the resources of CEG, the loss of key personnel employed by the Company could have a material adverse effect on the Company’s financial condition and results of operations.
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Risks Related to Regulation
The electric generation business is subject to substantial governmental regulation and may be adversely affected by changes in laws or regulations, as well as liability under, or any future inability to comply with, existing or future regulations or other legal requirements.
The Company's electric generation business is subject to extensive U.S. federal, state and local laws and regulations. Compliance with the requirements under these various regulatory regimes may cause the Company to incur significant additional costs, and failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines, and/or civil or criminal liability. Public utilities under the FPA are required to obtain FERC acceptance of their rate schedules for wholesale sales of electric energy, capacity and ancillary services. Except for generating facilities located in Hawaii, in Texas within the footprint of ERCOT, which are regulated by the PUCT,or in Puerto Rico, all of the Company’s assets make wholesale sales of electric energy, capacity and ancillary services in interstate commerce andgenerating companies are public utilities for purposes ofunder the FPA with market-based rate authority unless otherwise exempt from such status.FPA public utility rate regulation. FERC's orders that grant market-based rate authority to wholesale power marketerssellers reserve the right to revoke or revise that authority if FERC subsequently determines that the seller can exercise market power in transmission or generation, create barriers to entry, or engage in abusive affiliate transactions. In addition, public utilities are subject to FERC reporting requirements that impose administrative burdens and that, if violated, can expose the company to criminal and civil penalties or other risks.

The Company's market-based sales will beare subject to certain rules prohibiting manipulative or deceptive conduct, and if any of the Company's generating companies with market-based rate authority are deemed to have violated those rules, they willcould be subject to potential disgorgement of profits associated with the violation, penalties, suspension or revocation of market based rate authority. If such generating companies were to lose their market-based rate authority, such companies would be required to obtain FERC's acceptance of a cost-of-service rate schedule and could become subject to the significant accounting, record-keeping, and reporting requirements that are imposed on utilities with cost-based rate schedules. This could have a material adverse effect on the rates the Company is able to charge for power from its facilities.
Most
All of the Company's generating assets are operating either as EWGs or FUCOs as defined under the PUHCA, or as QFs as defined under the PURPA, as amended, and therefore are exempt from certain regulation under the PUHCA and the PURPA.FPA. If a facility fails to maintain its status as an EWG, FUCO, or a QF or there are legislative or regulatory changes revoking or limiting the exemptions to the PUHCA and/or the FPA, then the Company may be subject to significant accounting, record-keeping, access to books and records and reporting requirements, and failure to comply with such requirements could result in the imposition of penalties and additional compliance obligations.

Substantially all of the Company's generation assets are also subject to the reliability standards promulgated by the designated Electric Reliability Organization (currently the North American Electric Reliability Corporation, or NERC) and approved by FERC. If the Company fails to comply with the mandatory reliability standards, it could be subject to sanctions, including substantial monetary penalties and increased compliance obligations. The Company will also be affected by legislative and regulatory changes, as well as changes to market design, market rules, tariffs, cost allocations, and bidding rules that occur in the existing regional markets operated by RTOs or ISOs, such as PJM. The RTOs/ISOs that oversee most of the wholesale power markets impose, and in the future may continue to impose, mitigation, including price limitations, offer caps, non-performance penalties and other mechanisms to address some of the volatility and the potential exercise of market power in these markets. These types of price limitations and other regulatory mechanisms may have a material adverse effect on the profitability of the Company's generation facilities acquired in the future that sell energy, capacity and ancillary products into the wholesale power markets. The regulatory environment for electric generation has undergone significant changes in the last several years due to state and federal policies affecting wholesale competition and the creation of incentives for the addition of large amounts of new renewable generation and, in some cases, transmission assets. These changes are ongoing and the Company cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on the Company's business. In addition, in some of these markets, interested parties have proposed to re-regulate the markets or require divestiture of electric generation assets by asset owners or operators to reduce their market share. Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the deregulation process. If competitive restructuring of the electric power markets is reversed, discontinued, or delayed, the Company's business prospects and financial results could be negatively impacted.


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The Company is subject to environmental laws and regulations that impose extensive and increasingly stringent requirements on its operations, as well as potentially substantial liabilities arising out of environmental contamination.
The Company's assets are subject to numerous and significant federal, state and local laws, including statutes, regulations, guidelines, policies, directives and other requirements governing or relating to, among other things: protection of wildlife, including threatened and endangered species; air emissions; discharges into water; water use; the storage, handling, use, transportation and distribution of dangerous goods and hazardous, residual and other regulated materials, such as chemicals; the prevention of releases of hazardous materials into the environment; the prevention, presence and remediation of hazardous materials in soil and groundwater, both on and offsite; land use and zoning matters; and workers' health and safety matters. The Company's facilities could experience incidents, malfunctions and other unplanned events that could result in spills or emissions in excess of permitted levels and result in personal injury, penalties and property damage. As such, the operation of the Company's facilities carries an inherent risk of environmental, health and safety liabilities (including potential civil actions, compliance or remediation orders, fines and other penalties), and may result in the assets being involved from time to time in administrative and judicial proceedings relating to such matters. The Company has implemented environmental, health and safety management programs designed to continually improve environmental, health and safety performance. Environmental laws and regulations have generally become more stringent over time. Significant costs may be incurred for capital expenditures under environmental programs to keep the assets compliant with such environmental laws and regulations. If it is not economical to make those expenditures, it may be necessary to retire or mothball facilities or restrict or modify the Company's operations to comply with more stringent standards. These environmental requirements and liabilities could have a material adverse effect on the business, financial condition, results of operations and cash flows.
Risks that are beyond the Company's control, including but not limited to acts of terrorism or related acts of war, natural disaster, hostile cyber intrusions or other catastrophic events, could have a material adverse effect on the business, financial condition, results of operations and cash flows.
The Company's generation facilities that were acquired or those that the Company otherwise acquires or constructs and the facilities of third parties on which they rely may be targets of terrorist activities, as well as events occurring in response to or in connection with them, that could cause environmental repercussions and/or result in full or partial disruption of the facilities ability to generate, transmit, transport or distribute electricity or natural gas. Strategic targets, such as energy-related facilities, may be at greater risk of future terrorist activities than other domestic targets. Hostile cyber intrusions, including those targeting information systems as well as electronic control systems used at the generating plants and for the related distribution systems, could severely disrupt business operations and result in loss of service to customers, as well as create significant expense to repair security breaches or system damage.
Furthermore, certain of the Company's power generation thermal assets are located in active earthquake zones in California and Arizona, and certain project companies and suppliers conduct their operations in the same region or in other locations that are susceptible to natural disasters. In addition, California and some of the locations where certain suppliers are located, from time to time, have experienced shortages of water, electric power and natural gas. The occurrence of a natural disaster, such as an earthquake, drought, flood or localized extended outages of critical utilities or transportation systems, or any critical resource shortages, affecting the Company or its suppliers, could cause a significant interruption in the business, damage or destroy the Company's facilities or those of its suppliers or the manufacturing equipment or inventory of the Company's suppliers. Any such terrorist acts, environmental repercussions or disruptions or natural disasters could result in a significant decrease in revenues or significant reconstruction or remediation costs, beyond what could be recovered through insurance policies, which could have a material adverse effect on the business, financial condition, results of operations and cash flows.
The operation of the Company’s businesses is subject to cyber-based security and integrity risk.
Numerous functions affecting the efficient operation of the Company’s businesses depend on the secure and reliable storage, processing and communication of electronic data and the use of sophisticated computer hardware and software systems. The operation of the Company's generating assets rely on cyber-based technologies and, therefore, subject to the risk that such systems could be the target of disruptive actions, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, or otherwise be compromised by unintentional events. As a result, operations could be interrupted, property could be damaged and sensitive customer information could be lost or stolen, causing the Company to incur significant losses of revenues, other substantial liabilities and damages, costs to replace or repair damaged equipment and damage to the Company's reputation. In addition, the Company may experience increased capital and operating costs to implement increased security for its cyber systems and generating assets.


Government regulations providing incentives for renewable generation could change at any time and such changes may negatively impact the Company's growth strategy.
The Company's growth strategy depends in part on government policies that support renewable generation and enhance the economic viability of owning renewable electric generation assets. Renewable generation assets currently benefit from various federal, state and local governmental incentives such as ITCs, cash grants in lieu of ITCs, loan guarantees, RPS, programs, modified accelerated cost-recovery system of depreciation and bonus depreciation. In December 2015, the U.S. Congress enacted an extension of the 30% solar ITC so that projects that began construction in 2016 through 2019 will continue to qualify for the 30% ITC.  Projects beginning construction in 2020 and 2021 will be eligible for the ITC at the rates of 26% and 22%, respectively.  The same legislation also extended the 10-year wind PTC for wind projects that began construction in years 2016 through 2019.  Wind2019.Wind projects that beginbegan construction in the years 2018 andor 2019 are eligible for PTCPTCS at 60% and 40% of the statutory rate per kWh, respectively. In December 2019, the U.S. Congress extended the 10-year wind PTC for wind projects that begin construction in 2020, and such projects are eligible for PTCs at 60% of the statutory rate per kWh. The same legislation also extended an 18% ITC in lieu of the PTC for wind projects that begin construction in 2020. In December 2020, the Consolidated Appropriations Act, 2021 was signed by the President and extended the solar ITC so that projects that begin construction in 2021 or 2022 will be eligible for the ITC at a rate of 26% and projects beginning construction in 2023 will be eligible for the ITC at a rate of 22%. The same legislation also extended the 10-year wind PTC for wind projects that begin construction in 2021, and such projects are eligible for PTCs at 60% of the statutory rate per kWh or an 18% ITC in lieu of the PTC. The same legislation also added a 30% ITC for offshore wind projects that begin construction prior to January 1, 2026.

Many states have adopted RPS programs mandating that a specified percentage of electricity sales come from eligible sources of renewable energy. However, the regulations that govern the RPS programs, including pricing incentives for renewable energy, or reasonableness guidelines for pricing that increase valuation compared to conventional power (such as a projected value for carbon reduction or consideration of avoided integration costs), may change. If the RPS requirements are reduced or eliminated, it could lead to fewer future power contracts or lead to lower prices for the sale of power in future power contracts, which could have a material adverse effect on the Company's future growth prospects. Such material adverse effects may result from decreased revenues, reduced economic returns on certain project company investments, increased financing costs, and/or difficulty obtaining financing. Furthermore, the ARRAAmerican Recovery and Reinvestment Act of 2009 included incentives to encourage investment in the renewable energy sector, such as cash grants in lieu of ITCs, bonus depreciation and expansion of the U.S. DOE loan guarantee program. It is uncertain what loan guarantees may be made by the U.S. DOE loan guarantee program in the future. In addition, the cash grant in lieu of ITCs program only applies to facilities that commenced construction prior to December 31, 2011, which commencement date may be determined in accordance with the safe harbor if more than 5% of the total cost of the eligible property was paid or incurred by December 31, 2011.

If the Company is unable to utilize various federal, state and local government incentives to acquire additional renewable assets in the future, or the terms of such incentives are revised in a manner that is less favorable to the Company, it may suffer a material adverse effect on the business, financial condition, results of operations and cash flows.
The Company relies on electric interconnection and transmission facilities that it does not own or control and that are subject to transmission constraints within a number
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A portion of the steam and chilled water produced by the Company's regions. If these facilities fail to providethermal assets is sold at regulated rates, and the Company with adequate transmission capacity, it may be restrictedrevenue earned by the Company's GenConn assets is established each year in its ability to deliver electric power to its customers and may either incur additional costs or forego revenues.
The Company depends on electric interconnection and transmission facilities owned and operated by others to delivera rate case; accordingly, the wholesale power it will sell from its electric generation assets to its customers. A failure or delay in the operation or developmentprofitability of these interconnection or transmission facilities or a significant increase in the costassets is dependent on regulatory approval.
    Approximately 451 net MWt of the development of such facilities could result in lost revenues. Such failures or delays could limit the amount of power the Company's operating facilities deliver or delay the completion of the Company's construction projects. Additionally, such failures, delays or increased costs could have a material adverse effect on the business, financial condition and results of operations. If a region's power transmission infrastructure is inadequate, the Company's recovery of wholesale costs and profits may be limited. If restrictive transmission price regulation is imposed, the transmission companies may not have a sufficient incentive to invest in expansion of transmission infrastructure. The Company also cannot predict whether interconnection and transmission facilities will be expanded in specific markets to accommodate competitive access to those markets. In addition,capacity from certain of the Company's operating facilities' generationthermal assets are sold at rates approved by one or more federal or state regulatory commissions, including the Pennsylvania Public Utility Commission and the California Public Utilities Commission for the thermal assets. Similarly, the revenues related to approximately 380 MW of electricity may be curtailed without compensation due to transmission limitations or limitationscapacity from the GenConn assets are established each year by the Connecticut Public Utilities Regulatory Authority. While such regulatory oversight is generally premised on the electricity grid's abilityrecovery of prudently incurred costs and a reasonable rate of return on invested capital, the rates that the Company may charge, or the revenue that the Company may earn with respect to accommodate intermittent electricity generating sources, reducingthis capacity are subject to authorization of the applicable regulatory authorities. There can be no assurance that such regulatory authorities will consider all of the costs to have been prudently incurred or that the regulatory process by which rates or revenues are determined will always result in rates or revenues that achieve full recovery of costs or an adequate return on the Company's capital investments. While the Company's rates and revenues are generally established based on an analysis of costs incurred in a base year, the rates the Company is allowed to charge, and impairing its abilitythe revenues the Company is authorized to capitalize fully on a particular facility's generating potential. Such curtailmentsearn, may or may not match the costs at any given time. If the Company's costs are not adequately recovered through these regulatory processes, it could have a material adverse effect on the business, financial condition, results of operations and cash flows. Furthermore, economic congestion on transmission networks in certain of the markets in which the Company operates may occur and the Company may be deemed responsible for congestion costs. If the Company were liable for such congestion costs, its financial results could be adversely affected.


The Company's costs, results of operations, financial condition and cash flows could be adversely impacted by the disruption of the fuel supplies necessary to generate power at its conventional and thermal power generation facilities.
Delivery of fossil fuels to fuel the Company's conventional and thermal generation facilities is dependent upon the infrastructure (including natural gas pipelines) available to serve each such generation facility as well as upon the continuing financial viability of contractual counterparties. As a result, the Company is subject to the risks of disruptions or curtailments in the production of power at these generation facilities if a counterparty fails to perform or if there is a disruption in the fuel delivery infrastructure.
If the Company is deemed to be an investment company, the Company may be required to institute burdensome compliance requirements and the Company's activities may be restricted, which may make it difficult for the Company to complete strategic acquisitions or effect combinations.
              If the Company is deemed to be an investment company under the Investment Company Act of 1940, or the Investment Company Act, the Company's business would be subject to applicable restrictions under the Investment Company Act, which could make it impracticable for the Company to continue its business as contemplated.
              The Company believes it is not an investment company under Section 3(b)(1) of the Investment Company Act because the Company is primarily engaged in a non-investment company business. The Company intends to conduct its operations so that the Company will not be deemed an investment company. However, if the Company were to be deemed an investment company, restrictions imposed by the Investment Company Act, including limitations on the Company's capital structure and the Company's ability to transact with affiliates, could make it impractical for the Company to continue its business as contemplated.
The Company depends on key management employees, the loss of any of which could have a material adverse effect on the Company's financial condition and results of operations.
The Company believes its current operations and future success depend largely on the continued services of the management employees that it employs, in particular Christopher Sotos, the Company’s President and Chief Executive Officer and Chad Plotkin, the Company’s Senior Vice President and Chief Financial Officer. Although the Company currently has access to the resources of NRG, the loss of Mr. Sotos’ or Mr. Plotkin’s services, or other key management personnel employed by the Company in connection with the NRG Transaction or in the future, could have a material adverse effect on the Company’s financial condition and results of operations.

Risks Related to the Company's RelationshipRelationships with NRGGIP and CEG
NRGGIP, through its ownership of CEG, exercises substantial influence over the Company through its position as controlling shareholder of Yield,Clearway, Inc. The Company is highly dependent on NRG.GIP and CEG.
NRGGIP, through its ownership of CEG, owns all of the outstanding Class B and Class D common stock of Yield,Clearway, Inc. and owns 55.1%54.93% of the combined voting power of Yield,Clearway, Inc. as of December 31, 2017.2020. As a result of NRG'sGIP's ownership of Yield,Clearway, Inc. and Yield,Clearway, Inc.'s position as sole managing member of the Company, NRGGIP has a substantial influence on the Company's affairs and its voting power will constitute a large percentage of any quorum of Yield,Clearway, Inc.'s stockholders voting on any matter requiring the approval of its stockholders. Such matters include the approval of mergers or sale of all or substantially all of its assets. This concentration of ownership may also have the effect of delaying or preventing a change in control of Yield,Clearway, Inc. or discouraging others from making tender offers for their shares. In addition, NRGGIP has the right to elect all of Yield,Clearway, Inc.'s directors. NRGGIP may cause corporate actions to be taken even if their interests conflict with the interests of Yield,Clearway, Inc.'s other stockholders (including holders of Yield,Clearway, Inc.'s Class A and Class C common stock). If the NRG Transaction is consummated, GIP will become Yield, Inc.'s controlling stockholder and, like NRG, will have substantial control and influence over the Company. See the risk factor entitled “Following the consummation of the NRG Transaction, GIP and its affiliates will control the Company and have the ability to designate a majority of the members of the Company’s Board.”
Furthermore, the Company depends on the management and administrationcertain services provided by or under the direction of NRGCEG under the ManagementCEG Master Services Agreement. NRGAgreement, including numerous processes related to the Company's internal control over financial reporting. CEG personnel and support staff that provide services to the Company under the ManagementCEG Master Services Agreement are not required to, and the Company does not expect that they will, have as their primary responsibility the management and administration of the Company or to act exclusively for the Company and the ManagementCEG Master Services Agreement does not require any specific individuals to be provided by NRG.CEG. Under the ManagementCEG Master Services Agreement, NRGCEG has the discretion to determine which of its employees perform assignments required to be provided to the Company. Any failure to effectively manage the Company's processes related to internal controls over financial reporting, operations or to implement its strategy could have a material adverse effect on the business, financial condition, results of operations and cash flows. The ManagementCEG Master Services Agreement will continue in perpetuity, until terminated in accordance with its terms.


The Company also depends upon CEG and NRG for the provision of management, administration, O&M and certain other services at allcertain of the Company's facilities and contracts with NRG, or its subsidiaries, to procure fuel and sell power for certain of its operating facilities. Any failure by CEG or NRG to perform its requirements under these arrangements or the failure by the Company to identify and contract with replacement service providers, if required, could adversely affect the operation of the Company's facilities and have a material adverse effect on the business, financial condition, results of operations and cash flows.
In connection with the proposed NRG Transaction, GIP has agreed to enter into certain agreements withand its affiliates control the Company relatingand have the ability to designate a majority of the provisionmembers of servicesClearway, Inc.'s Board.
Due to GIP's approximate 54.93% combined voting power in Clearway, Inc., the ability of other holders of Clearway, Inc.’s Class A and NRG has agreedClass C common stock to enter into certain agreements withexercise control over the corporate governance of the Company relating to transition servicesis limited. GIP and ongoing commercial arrangements. While the provision of transitional services is contemplated under the proposed NRG Transaction, it is uncertain whether, after the transition services end, GIP or its affiliates would continue to providehave a substantial influence on Clearway, Inc.’s affairs and its voting power constitutes a large percentage of any quorum of Clearway, Inc.’s stockholders voting on any matter requiring the same services, or offer the same capabilitiesapproval of Clearway, Inc.’s stockholders. GIP and resources, toits affiliates may hold certain interests that are different from those of the Company or other holders of Clearway, Inc.'s Class A and Class C common stock and there is no assurance that GIP and its affiliates will exercise its control over the Company currently receives from NRG or whether the Company may have to seek alternative service providers. The Company may not be able to replicate the same level of services, capabilities, experience and familiarityin a manner that is consistent with the Company’s business offered by NRG either through GIPinterests or through alternative service providers or on terms or costs similar to those provided by NRG. The loss of services provided by NRG and the benefits offered to the Company through its relationship with NRG, such as management, operational and financing expertise, could have an impact on the Company’s business, financial condition, results of operations and cash flows. See also the risk factor entitled “If NRG terminates the Management Services Agreement or defaults in the performance of its obligations under the agreement, or if the transition services to be provided by NRG to the Company in connection with the consummation of the NRG Transaction are inadequate or end, the Company may be unable to contract with a substitute service provider on similar terms, or at all.”holders of Clearway, Inc.'s Class A and Class C common stock.
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The Company may not be able to consummate future acquisitions from NRG.CEG.
Until the NRG Transaction is consummated, if at all, theThe Company's ability to grow through acquisitions depends, in part, on NRG'sCEG's ability to identify and present the Company with acquisition opportunities. NRG establishedAlthough CEG has agreed, pursuant to the Company to hold and acquire a diversified suite of power generating assets in the U.S. and its territories. Although NRG has agreedCEG ROFO Agreement, to grant the Company a right of first offer with respect to certain power generation assets that NRGCEG may elect to sell in the future, NRGCEG is under no obligation to sell any such power generation assets or to accept any related offeroffers from the Company. In addition, NRGCEG has not agreed to commit any minimum level of dedicated resources for the pursuit of renewable power-related acquisitions. There are a number of factors which could materially and adversely impact the extent to which suitable acquisition opportunities are made available from NRG, including:
CEG, including that the same professionals within NRG'sCEG's organization that are involved in acquisitions that are suitable for the Company have responsibilities within NRG'sCEG's broader asset management business, which may include sourcing acquisition opportunities for NRG.CEG. Limits on the availability of such individuals will likewise result in a limitation on the availability of acquisition opportunities for the Company; and
in addition to structural limitations, the question of whether a particular asset is suitable is highly subjective and is dependent on a number of factors including an assessment by NRG relating to the Company's liquidity position at the time, the risk profile of the opportunity and its fit with the balance of the Company's then current operations and other factors. If NRG determines that an opportunity is not suitable for the Company, it may still pursue such opportunity on its own behalf, or on behalf of another NRG affiliate.
Company. In making these determinations, NRGCEG may be influenced by factors that result in a misalignment with the Company's interests or conflict of interest.
The departure of some or all of NRG's employees could prevent the Company from achieving its objectives.
The Company depends on the diligence, skill and business contacts of NRG's professionals and the information and opportunities they generate during the normal course of their activities. Furthermore, approximately 24% of NRG's employees at the Company's generation plants are covered by collective bargaining agreements as of December 31, 2017. The Company's future success will depend on the continued service of these individuals, who are not obligated to remain employed with NRG, or otherwise successfully renegotiate their collective bargaining agreements when such agreements expire or otherwise terminate. NRG has experienced departures of key professionals and personnel in the past and may do so if the NRG Transaction is consummated, and the Company cannot predict the impact that any such departures will have on its ability to achieve its objectives. The Management Services Agreement does not require NRG to maintain the employment of any of its professionals or to cause any particular professional to provide services to the Company or on its behalf. The departure of a significant number of NRG's professionals or a material portion of the NRG employees who work at any of the Company's facilities for any reason, or the failure to appoint qualified or effective successors in the event of such departures, could have a material adverse effect on the Company's ability to achieve its objectives.


The Company's organizational and ownership structure may create significant conflicts of interest that may be resolved in a manner that is not in the best interests of the Company and that may have a material adverse effect on the business, financial condition, results of operations and cash flows.
The Company's organizational and ownership structure involves a number of relationships that may give rise to certain conflicts of interest between the Company and NRG. Pursuant to the Management Services Agreement with NRG, certain of the Company's executive officers are shared NRG executives and devote their time to both the Company and NRG as needed to conduct the respective businesses. Although the Company's directors and executive officers owe fiduciary duties to the Company's stockholders, these shared NRG executives have fiduciary and other duties to NRG, which duties may be inconsistent with the Company's best interests. In addition, NRG and its representatives, agents and affiliates have access to the Company's confidential information. Although some of these persons are subject to confidentiality obligations pursuant to confidentiality agreements or implied duties of confidence, the Management Services Agreement does not contain general confidentiality provisions.
Additionally, all of the Company's executive officers continue to have economic interests in NRG and, accordingly, the benefit to NRG from a transaction between the Company and NRG will proportionately inure to their benefit as holders of economic interests in NRG. NRG is a related person under the applicable securities laws governing related person transactions and may have interests which differ from the Company's interests, including with respect to the types of acquisitions made, the timing and amount of distributions by the Company, the reinvestment of returns generated by the Company's operations, the use of leverage when making acquisitions and the appointment of outside advisors and service providers. Any material transaction between the Company and NRG will be subject to Yield, Inc.'s related person transaction policy, which will require prior approval of such transaction by Yield, Inc.'s Corporate Governance, Conflicts and Nominating Committee. Those of the Company's executive officers who have economic interests in NRG may be conflicted when advising Yield, Inc.'s Corporate Governance, Conflicts and Nominating Committees or otherwise participating in the negotiation or approval of such transactions. These executive officers have significant project- and industry-specific expertise that could prove beneficial to the Company's decision-making process and the absence of such strategic guidance could have a material adverse effect on the board committees' ability to evaluate any such transaction. Furthermore, the creation of Yield, Inc.'s Corporate Governance, Conflicts and Nominating Committee and Yield, Inc.'s related person transaction approval policy may not insulate the Company from derivative claims with respect to related person transactions and the conflicts of interest described in this risk factor. Regardless of the merits of such claims, the Company may be required to expend significant management time and financial resources in the defense thereof. Additionally, to the extent the Company fails to appropriately deal with any such conflicts, it could negatively impact the Company's reputation and ability to raise additional funds and the willingness of counterparties to do business with the Company, all of which could have a material adverse effect on the business, financial condition, results of operations and cash flows.
The Company may be unable or unwilling to terminate the ManagementCEG Master Services Agreement.Agreement, in certain circumstances.
The ManagementCEG Master Services Agreement provides that the Company may terminate the agreement upon 30 days prior written notice to NRGCEG upon the occurrence of any of the following: (i) NRGCEG defaults in the performance or observance of any material term, condition or covenant contained therein in a manner that results in material harm to the Company and the default continues unremedied for a period of 30 days after written notice thereof is given to NRG;CEG; (ii) NRGCEG engages in any act of fraud, misappropriation of funds or embezzlement that results in material harm to the Company; (iii) NRGCEG is grossly negligent in the performance of its duties under the agreement and such negligence results in material harm to the Company; or (iv) upon the happening of certain events relating to the bankruptcy or insolvency of NRG.CEG. Furthermore, if the Company requests an amendment to the scope of services provided by NRGCEG under the ManagementCEG Master Services Agreement and is not able to agree with NRGCEG as to a change to the service fee resulting from a change in the scope of services within 180 days of the request, the Company will be able to terminate the agreement upon 30 days prior notice to NRG.CEG. The Company will not be able to terminate the agreement for any other reason, including if NRGCEG experiences a change of control, and the agreement continues in perpetuity, until terminated in accordance with its terms.


If CEG's performance does not meet the expectations of investors, and the Company is unable to terminate the CEG Master Services Agreement, the market price of the Class A and Class C common stock could suffer.
If NRGCEG terminates the ManagementCEG Master Services Agreement or defaults in the performance of its obligations under the agreement, or if the transition services to be provided by NRG to the Company in connection with the consummation of the NRG Transaction are inadequate or end, the Company may be unable to contract with a substitute service provider on similar terms, or at all.
The Company relies on NRGCEG to provide managementcertain services under the ManagementCEG Master Services Agreement and has limited executive or senior management personnel independent from NRG.Agreement. The ManagementCEG Master Services Agreement provides that NRGCEG may terminate the agreement upon 180 days prior written notice of termination to the Company if itthe Company defaults in the performance or observance of any material term, condition or covenant contained in the agreement in a manner that results in material harm and the default continues unremedied for a period of 30 days after written notice of the breach is given. If NRGCEG terminates the Management Services Agreement or defaults in the performance of its obligations under the agreement, or if the transition services to be provided by NRG to the Company, in the event the NRG Transaction is consummated, are not adequate or end, the Company may be unable to contract with GIPCEG or a substitute service provider on similar terms or at all, and the costs of substituting service providers may be substantial. In addition, in light of NRG'sCEG's familiarity with the Company's assets, GIP or a substitute service provider may not be able to provide the same level of service due to lack of pre-existing synergies. If the Company cannot locate a service provider that is able to provide substantially similar services as NRG does under the Management Services Agreement on similar terms, it could have a material adverse effect on the business, financial condition, results of operation and cash flows.
The liability of NRGCEG is limited under the Company's arrangements with it and the Company has agreed to indemnify NRGCEG against claims that it may face in connection with such arrangements, which may lead NRGCEG to assume greater risks when making decisions relating to the Company than it otherwise might if acting solely for its own account.
Under the ManagementCEG Master Services Agreement, NRGCEG does not assume any responsibility other than to provide or arrange for the provision of the services described in the ManagementCEG Master Services Agreement in good faith. In addition, under the ManagementCEG Master Services Agreement, the liability of NRGCEG and its affiliates is limited to the fullest extent permitted by law to conduct involving bad faith, fraud, willful misconduct or gross negligence or, in the case of a criminal matter, action that was known to have been unlawful. In addition, the Company has agreed to indemnify NRGCEG to the fullest extent permitted by law from and against any claims, liabilities, losses, damages, costs or expenses incurred by an indemnified person or threatened in connection with the Company's operations, investments and activities or in respect of or arising from the ManagementCEG Master Services Agreement or the services provided by NRG,CEG, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the conduct in respect of which such persons have liability as described above. These protections may result in NRGCEG tolerating greater risks when making decisions than otherwise might be the case, including when determining whether to use leverage in connection with acquisitions. The indemnification arrangements to which NRGCEG is a party may also give rise to legal claims for indemnification that are adverse to the Company.Company and holders of its common stock.
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Certain of the Company’s PPAs and project-level financing arrangements include provisions that would permit the counterparty to terminate the contract or accelerate maturity in the event NRGGIP or its affiliates ceases to control or own, directly or indirectly, a majority of the voting power of the Company.
    
Certain of the Company’s PPAs and project-level financing arrangements contain change in control provisions that provide the counterparty with a termination right or the ability to accelerate maturity in the event of a change of control of the Company without the counterparty's consent. These provisions are triggered in the event NRGGIP or its affiliates ceases to own, directly or indirectly, capital stock representing more than 50% of the voting power of all of Yield, Inc.’sthe Company’s capital stock outstanding on such date, or, in some cases, if NRGGIP or its affiliates ceases to be the majority owner, directly or indirectly, of the applicable project subsidiary. As a result, if NRGGIP or its affiliates ceases to control, or in some cases, own a majority of the voting power of the Company, as is contemplated by the NRG Transaction, the counterparties could terminate such contracts or accelerate the maturity of such financing arrangements. Even though the Company’s consent to the NRG Transaction is conditioned upon the receipt of consents from such counterparties, the Company may have to expend significant resources and funds to obtain the consents of such counterparties to the NRG Transaction and there can be no assurance that such counterparties will provide their consents at all. The termination of any of the Company’s PPAs or the acceleration of the maturity of any of the Company’s project-level financing could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flow.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K of NRG YieldClearway Energy LLC, together with its consolidated subsidiaries, or the Company, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words "believes," "projects," "anticipates," "plans," "expects," "intends," "estimates" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors, risks and uncertainties include the factors described under Item 1A — Risk Factors and the following:
•The Company's ability to maintain and grow its quarterly distributions;
•Potential risks related to COVID-19 or any other pandemic;
•Potential risks related to the Company as a result of the NRG Transaction;Company's relationships with GIP and CEG;
•The Company's ability to successfully identify, evaluate and consummate acquisitions from third parties;
•The Company's ability to acquire assets from NRG;GIP or CEG;
•The Company's ability to raise additional capital due to its indebtedness, corporate structure, market conditions or otherwise;
•Changes in law, including judicial decisions;
•Hazards customary to the power production industry and power generation operations such as fuel and electricity price volatility, unusual weather conditions (including wind and solar conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that the Company may not have adequate insurance to cover losses as a result of such hazards;
•The Company's ability to operate its businesses efficiently, manage maintenance capital expenditures and costs effectively, and generate earnings and cash flows from its asset-based businesses in relation to its debt and other obligations;
•The willingness and ability of counterparties to the Company's offtake agreements to fulfill their obligations under such agreements;
•The Company's ability to enter into contracts to sell power and procure fuel on acceptable terms and prices as current offtake agreements expire;
•Government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs and environmental laws;
•Operating and financial restrictions placed on the Company that are contained in the project-level debt facilities and other agreements of certain subsidiaries and project-level subsidiaries generally, in the NRG YieldClearway Energy Operating LLC amended and restated revolving credit facility and in the indentures governing the Senior Notes;
•Cyber terrorism and inadequate cybersecurity, or the occurrence of a catastrophic loss and the possibility that the Company may not have adequate insurance to cover losses resulting from such hazards or the inability of the Company's insurers to provide coverage;
•The Company's ability to engage in successful mergers and acquisitions activity; and
•The Company's ability to borrow additional funds and access capital markets, as well as the Company's substantial indebtedness and the possibility that the Company may incur additional indebtedness going forward.
Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause the Company's actual results to differ materially from those contemplated in any forward-looking statements included in this Annual Report on Form 10-K should not be construed as exhaustive.
Item 1B — Unresolved Staff Comments
None.
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Item 2 — Properties
Listed below are descriptions of the Company's interests in facilities, operations and/or projects owned or leased as of December 31, 2017.2020.
Capacity
Rated MW
Net MW(a)
Owner-shipPPA Terms
AssetsLocationFuelCODCounterpartyExpiration
Conventional
CarlsbadCarlsbad, CA527 527 100 %Natural GasDecember 2018San Diego Gas & Electric2038
El SegundoEl Segundo, CA550 550 100 %Natural GasAugust 2013SCE2023
GenConn DevonMilford, CT190 95 50 %Natural Gas/OilJune 2010Connecticut Light & Power2040
GenConn MiddletownMiddletown, CT190 95 50 %Natural Gas/OilJune 2011Connecticut Light & Power2041
Marsh LandingAntioch, CA720 720 100 %Natural GasMay 2013PG&E2023
Walnut CreekCity of Industry, CA485 485 100 %Natural GasMay 2013SCE2023
Total Conventional2,662 2,472 
Utility Scale Solar
Agua CalienteDateland, AZ290 46 16 %SolarJune 2014PG&E2039
AlpineLancaster, CA66 66 100 %SolarJanuary 2013PG&E2033
AvenalAvenal, CA45 23 50 %SolarAugust 2011PG&E2031
Avra ValleyPima County, AZ27 27 100 %SolarDecember 2012Tucson Electric Power2032
BlytheBlythe, CA21 21 100 %SolarDecember 2009SCE2029
BorregoBorrego Springs, CA26 26 100 %SolarFebruary 2013San Diego Gas and Electric2038
Buckthorn Solar (b)
Fort Stockton, TX154 154 100 %SolarJuly 2018City of Georgetown, TX2043
CVSRSan Luis Obispo, CA250 250 100 %SolarOctober 2013PG&E2038
Desert Sunlight 250Desert Center, CA250 63 25 %SolarDecember 2014SCE2034
Desert Sunlight 300Desert Center, CA300 75 25 %SolarDecember 2014PG&E2039
Kansas SouthLemoore, CA20 20 100 %SolarJune 2013PG&E2033
Kawailoa (b)
Oahu, HI49 24 48 %SolarNovember 2019Hawaiian Electric Company2041
Oahu Solar Projects (b)
Oahu, HI61 58 95 %SolarSeptember 2019Hawaiian Electric Company2041
RoadrunnerSanta Teresa, NM20 20 100 %SolarAugust 2011El Paso Electric2031
Rosamond Central (b)
Rosamond, CA192 96 50 %SolarDecember 2020Various2035
TA High DesertLancaster, CA20 20 100 %SolarMarch 2013SCE2033
Utah Solar Portfolio (b)
Various530 265 50 %SolarJuly - September 2016PacifiCorp2036
Total Utility Scale Solar2,321 1,254 
Distributed Solar
DGPV Fund Projects (b)
Various286 286 100 %SolarSeptember 2015 - March 2019Various2030 - 2044
Solar Power Partners (SPP) ProjectsVarious25 25 100 %SolarJune 2008 - June 2012Various2026 - 2037
Other DG ProjectsVarious21 21 100 %SolarDecember 2010 - October 2015Various2023 - 2039
Total Distributed Solar332 332 
34
    Capacity          
    Rated MW 
Net MW(a)
 Owner-ship     PPA Terms
Assets Location    Fuel COD Counterparty Expiration
Conventional                
El Segundo El Segundo, CA 550
 550
 100% Natural Gas August 2013 Southern California Edison 2023
GenConn Devon Milford, CT 190
 95
 50% Natural Gas/Oil June 2010 Connecticut Light & Power 2040
GenConn Middletown Middletown, CT 190
 95
 50% Natural Gas/Oil June 2011 Connecticut Light & Power 2041
Marsh Landing Antioch, CA 720
 720
 100% Natural Gas May 2013 Pacific Gas and Electric 2023
Walnut Creek City of Industry, CA 485
 485
 100% Natural Gas May 2013 Southern California Edison 2023
Total Conventional 2,135
 1,945
          
Utility Scale Solar              
Agua Caliente Dateland, AZ 290
 46
 16% Solar June 2014 Pacific Gas and Electric 2039
Alpine Lancaster, CA 66
 66
 100% Solar January 2013 Pacific Gas and Electric 2033
Avenal Avenal, CA 45
 23
 50% Solar August 2011 Pacific Gas and Electric 2031
Avra Valley Pima County, AZ 26
 26
 100% Solar December 2012 Tucson Electric Power 2032
Blythe Blythe, CA 21
 21
 100% Solar December 2009 Southern California Edison 2029
Borrego Borrego Springs, CA 26
 26
 100% Solar February 2013 San Diego Gas and Electric 2038
CVSR San Luis Obispo, CA 250
 250
 100% Solar October 2013 Pacific Gas and Electric 2038
Desert Sunlight 250 Desert Center, California 250
 63
 25% Solar December 2014 Southern California Edison 2034
Desert Sunlight 300 Desert Center, California 300
 75
 25% Solar December 2014 Pacific Gas and Electric 2039
Four Brothers Solar New Castle/Milford, UT 320
 160
 50% Solar July 2016 - August 2016 PacifiCorp 2036
Granite Mountain Cedar City, UT 130
 65
 50% Solar September 2016 PacifiCorp 2036
Iron Springs Cedar City, UT 80
 40
 50% Solar August 2016 PacifiCorp 2036
Kansas South Lemoore, CA 20
 20
 100% Solar June 2013 Pacific Gas and Electric 2033
Roadrunner Santa Teresa, NM 20
 20
 100% Solar August 2011 El Paso Electric 2031
TA High Desert Lancaster, CA 20
 20
 100% Solar March 2013 Southern California Edison 2033
Total Utility Scale Solar 1,864
 921
          
Distributed Solar              
Apple I LLC Projects CA 9
 9
 100% Solar October 2012 - December 2012 Various 2032
AZ DG Solar Projects AZ 5
 5
 100% Solar December 2010 - January 2013 Various 2025-2033
SPP Projects Various 25
 25
 100% Solar June 2008 - June 2012 Various 2026-2037
Other DG Projects Various 13
 13
 100% Solar October 2012 - October 2015 Various 2023-2039
Total Distributed Solar 52
 52
          
Wind              
Alta I Tehachapi, CA 150
 150
 100% Wind December 2010 Southern California Edison 2035
Capacity
Rated MW
Net MW(a)
Owner-shipPPA Terms
AssetsLocationFuelCODCounterpartyExpiration
Wind
Alta ITehachapi, CA150 150 100 %WindDecember 2010SCE2035
Alta IITehachapi, CA150 150 100 %WindDecember 2010SCE2035
Alta IIITehachapi, CA150 150 100 %WindFebruary 2011SCE2035
Alta IVTehachapi, CA102 102 100 %WindMarch 2011SCE2035
Alta VTehachapi, CA168 168 100 %WindApril 2011SCE2035
Alta X (b)
Tehachapi, CA137 137 100 %WindFebruary 2014SCE2038
Alta XI (b)
Tehachapi, CA90 90 100 %WindFebruary 2014SCE2038
Buffalo BearBuffalo, OK19 19 100 %WindDecember 2008Western Farmers Electric Co-operative2033
CrosswindsAyrshire, IA21 21 99 %WindJune 2007Corn Belt Power Cooperative2027
Elbow Creek (b)
Howard County, TX122 122 100 %WindDecember 2008Various2029
Elkhorn RidgeBloomfield, NE81 54 66.7 %WindMarch 2009Nebraska Public Power District2029
ForwardBerlin, PA29 29 100 %WindApril 2008Constellation NewEnergy, Inc.2022
Goat WindSterling City, TX150 150 100 %WindApril 2008/June 2009Dow Pipeline Company2025
HardinJefferson, IA15 15 99 %WindMay 2007Interstate Power and Light Company2027
Langford (b)
Christoval, TX160 160 100 %WindDecember 2009/November 2020Goldman Sachs2033
Laredo RidgePetersburg, NE80 80 100 %WindFebruary 2011Nebraska Public Power District2031
Lookout (b)
Berlin, PA38 38 100 %WindOctober 2008Southern Maryland Electric Cooperative2030
Mesquite Star(b)
Fisher County, TX419 210 50 %WindJune 2020Various2032 - 2035
OcotilloForsan, TX59 59 100 %WindNovember 2008N/A
OdinOdin, MN20 20 100 %WindJune 2008Missouri River Energy Services2028
PinnacleKeyser, WV55 55 100 %WindDecember 2011Maryland Department of General Services and University System of Maryland2031
San Juan MesaElida, NM120 90 75 %WindDecember 2005Southwestern Public Service Company2025
Sleeping BearWoodward, OK95 95 100 %WindOctober 2007Public Service Company of Oklahoma2032
South TrentSweetwater, TX101 101 100 %WindJanuary 2009AEP Energy Partners2029
Spanish ForkSpanish Fork, UT19 19 100 %WindJuly 2008PacifiCorp2028
Spring Canyon II (b)
Logan County, CO32 31 90.1 %WindOctober 2014Platte River Power Authority2039
Spring Canyon III (b)
Logan County, CO28 26 90.1 %WindDecember 2014Platte River Power Authority2039
TalogaPutnam, OK130 130 100 %WindJuly 2011Oklahoma Gas & Electric2031
Wildorado (b)
Vega, TX161 161 100 %WindApril 2007Southwestern Public Service Company2027
Total Wind2,901 2,632 
35


Capacity
Rated MW
Net MW(a)
Owner-shipPPA Terms
AssetsLocationFuelCODCounterpartyExpiration
Thermal Generation
CA Fuel CellTulare, CA3 3 100 %Natural GasMay 2018City of Tulare2038
ECP Uptown CampusPittsburgh, PA6 6 100 %Natural GasMay 2019Duquesne University2029
Energy Center - PittsburghPittsburgh, PA7 7 100 %DieselJanuary 2019University of Pittsburgh Medical Center2038
Energy Center CaguasCaguas, PR3 3 100 %Natural GasSeptember 2020Viatris Pharmaceuticals2032
Paxton Creek CogenHarrisburg, PA 12 12 100 %Natural GasNovember 1986Power sold into PJM markets
Princeton HospitalPrinceton, NJ5 5 100 %Natural GasJanuary 2012Excess power sold to local utility
Tucson Convention CenterTucson, AZ2 2 100 %Natural GasJanuary 2003Excess power sold to local utility
University of BridgeportBridgeport, CT1 1 100 %Natural GasApril 2015University of Bridgeport2034
Total Thermal Generation39 39 
Total Clearway Energy LLC8,255 6,729 
    Capacity          
    Rated MW 
Net MW(a)
 Owner-ship     PPA Terms
Assets Location    Fuel COD Counterparty Expiration
Alta II Tehachapi, CA 150
 150
 100% Wind December 2010 Southern California Edison 2035
Alta III Tehachapi, CA 150
 150
 100% Wind February 2011 Southern California Edison 2035
Alta IV Tehachapi, CA 102
 102
 100% Wind March 2011 Southern California Edison 2035
Alta V Tehachapi, CA 168
 168
 100% Wind April 2011 Southern California Edison 2035
Alta X (b)
 Tehachapi, CA 137
 137
 100% Wind February 2014 Southern California Edison 2038
Alta XI (b)
 Tehachapi, CA 90
 90
 100% Wind February 2014 Southern California Edison 2038
Buffalo Bear Buffalo, OK 19
 19
 100% Wind December 2008 Western Farmers Electric Co-operative 2033
Crosswinds (b)
 Ayrshire, IA 21
 21
 99% Wind June 2007 Corn Belt Power Cooperative 2027
Elbow Creek (b)
 Howard County, TX 122
 122
 100% Wind December 2008 NRG Power Marketing LLC 2022
Elkhorn Ridge (b)
 Bloomfield, NE 81
 54
 66.7% Wind March 2009 Nebraska Public Power District 2029
Forward (b)
 Berlin, PA 29
 29
 100% Wind April 2008 Constellation NewEnergy, Inc. 2022
Goat Wind (b)
 Sterling City, TX 150
 150
 100% Wind April 2008/June 2009 Dow Pipeline Company 2025
Hardin (b)
 Jefferson, IA 15
 15
 99% Wind May 2007 Interstate Power and Light Company 2027
Laredo Ridge Petersburg, NE 80
 80
 100% Wind February 2011 Nebraska Public Power District 2031
Lookout (b)
 Berlin, PA 38
 38
 100% Wind October 2008 Southern Maryland Electric Cooperative 2030
Odin (b)
��Odin, MN 20
 20
 99.9% Wind June 2008 Missouri River Energy Services 2028
Pinnacle Keyser, WV 55
 55
 100% Wind December 2011 Maryland Department of General Services and University System of Maryland 2031
San Juan Mesa (b)
 Elida, NM 120
 90
 75% Wind December 2005 Southwestern Public Service Company 2025
Sleeping Bear (b)
 Woodward, OK 95
 95
 100% Wind October 2007 Public Service Company of Oklahoma 2032
South Trent Sweetwater, TX 101
 101
 100% Wind January 2009 AEP Energy Partners 2029
Spanish Fork (b)
 Spanish Fork, UT 19
 19
 100% Wind July 2008 PacifiCorp 2028
Spring Canyon II (b)
 Logan County, CO 32
 29
 90.1% Wind October 2014 Platte River Power Authority 2039
Spring Canyon III(b)
 Logan County, CO 28
 25
 90.1% Wind December 2014 Platte River Power Authority 2039
Taloga Putnam, OK 130
 130
 100% Wind July 2011 Oklahoma Gas & Electric 2031
Wildorado (b)
 Vega, TX 161
 161
 100% Wind April 2007 Southwestern Public Service Company 2027
Total Wind 2,263
 2,200
          
Thermal Generation              
Dover Dover, DE 103
 103
 100% Natural Gas June 2013 NRG Power Marketing LLC 2018
Paxton Creek Cogen Harrisburg, PA  12
 12
 100% Natural Gas November 1986 Power sold into PJM markets
Princeton Hospital Princeton, NJ 5
 5
 100% Natural Gas January 2012 Excess power sold to local utility
Tucson Convention Center Tucson, AZ 2
 2
 100% Natural Gas January 2003 Excess power sold to local utility


    Capacity          
    Rated MW 
Net MW(a)
 Owner-ship     PPA Terms
Assets Location    Fuel COD Counterparty Expiration
University of Bridgeport Bridgeport, CT 1
 1
 100% Natural Gas April 2015 University of Bridgeport 2034
Total Thermal Generation 123
 123
          
Total NRG Yield, Inc. (c)
 6,437
 5,241
          

(a) Net capacity represents the maximum, or rated, generating capacity of the facility multiplied by the Company's percentage ownership in the facility as of December 31, 2017.2020.
(b) Projects are part of tax equity arrangements, as further described in Item 15—Note 2, Summary of Significant Accounting Policies.
(c) NRG Yield's total generation capacity is net of 6 MWs for noncontrolling interest for Spring Canyon II and III. NRG Yield's generation capacity including this noncontrolling interest was 5,247 MWs.
In addition to the facilities owned or leased in the table above, the Company entered into partnerships to own or purchase solar power generation projects, as well as other ancillary related assets from a related party via intermediate funds.  The Company does not consolidate these partnerships and accounts for them as equity method investments. The Company's net interest in these projects is 247 MW based on cash to be distributed. For further discussions, refer to Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities to the Consolidated Financial Statements.
The following table summarizes the Company's thermal steam and chilled water facilities as of December 31, 2017:2020:
Name and Location of FacilityThermal Energy Customers (steam/chilled water)% OwnedRated Megawatt
Thermal
Equivalent
Capacity (MWt)
Net Megawatt
Thermal
Equivalent
Capacity (MWt) (a)
Generating
Capacity
Energy Center Minneapolis, MN100 steam100 %286286Steam: 1,075 MMBtu/hr.
55 chilled water100 %129129 Chilled water: 38,700 tons
ECP Uptown Campus, PADuquesne University100 %5353 Steam: 181 MMBtu/hr.
Duquesne University100 %24 24 Chilled water: 5,790 tons
Energy Center San Francisco, CA180 steam100 %133 133 Steam: 454 MMBtu/hr.
Energy Center Omaha, NE60 steam100 %198198Steam: 675 MMBtu/hr.
65 chilled water100 %9999Chilled water: 28,000 tons
Energy Center Harrisburg, PA115 steam100 %9494Steam: 370 MMBtu/hr.
5 chilled water100 %14 14 Chilled water: 3,900 tons
Energy Center Phoenix, AZ40 chilled water
73 % (b)
144104Chilled water 41,020 tons
24 %5 1 Steam: 17 MMBtu/hr.
Energy Center Pittsburgh, PA25 steam100 %118118Steam: 452 MMBtu/hr.
30 chilled water100 %68 68 Chilled water: 22,224 tons
Energy Center San Diego, CA20 chilled water100 %31 31 Chilled water: 9,295 tons
Energy Center Princeton, NJPrinceton HealthCare System100 %21 21 Steam: 72 MMBtu/hr.
Princeton HealthCare System100 %17 17 Chilled water: 4,700 tons
Energy Center Caguas, PRViatris Pharmaceuticals100 %1 1 Steam: 4 MMBtu/hr.
Viatris Pharmaceuticals100 %3 3 Chilled water: 800 tons
Total generating capacity1,438 1,394 
Name and Location of Facility Thermal Energy Purchaser % Owned Rated Megawatt
Thermal
Equivalent
Capacity (MWt)		 Net Megawatt
Thermal
Equivalent
Capacity (MWt)		 Generating
Capacity
NRG Energy Center Minneapolis, MN Approx. 100 steam and 55 chilled water customers 100 322
136
 322
136
 Steam: 1,100 MMBtu/hr.
Chilled water: 38,700 tons
NRG Energy Center
San Francisco, CA		 Approx. 180 steam customers 100 133
 133
 Steam: 454 MMBtu/hr.
NRG Energy Center
Omaha, NE		 Approx. 60 steam and 65 chilled water customers 
100
12(a)
100
0(a)
 142
73
77
26
 142
9
77
0
 Steam: 485 MMBtu/hr
Steam: 250 MMBtu/hr
Chilled water: 22,000 tons
Chilled water: 7,250 tons
NRG Energy Center Harrisburg, PA Approx. 125 steam and 5 chilled water customers 100 108
13
 108
13
 Steam: 370 MMBtu/hr.
Chilled water: 3,600 tons
NRG Energy Center Phoenix, AZ Approx. 35 chilled water customers 
24(a)
100
12(a)
0(a)
 5
104
14
28
 1
104
2
0
 Steam: 17 MMBtu/hr
Chilled water: 29,600 tons
Chilled water: 3,920 tons
Chilled water: 8,000 tons
NRG Energy Center Pittsburgh, PA Approx. 25 steam and 25 chilled water customers 100 88
49
 88
49
 Steam: 302 MMBtu/hr.
Chilled water: 13,874 tons
NRG Energy Center
San Diego, CA		 Approx. 20 chilled water customers 100 31
 31
 Chilled water: 8,825 tons
NRG Energy Center
Dover, DE		 Kraft Heinz Company; Proctor and Gamble 100 66
 66
 Steam: 225 MMBtu/hr.
NRG Energy Center Princeton, NJ Princeton HealthCare System 100 21
17
 21
17
 Steam: 72 MMBtu/hr.
Chilled water: 4,700 tons
  Total Generating Capacity (MWt)   1,453
 1,319
  

(a)Net megawatt thermal equivalent capacity represents the maximum, or rated, generating capacity of the facility multiplied by the Company's percentage ownership in the facility as of December 31, 2020.
(b) Net MWt capacity excludes 13443 MWt available under the right-to-use provisions contained in agreements between twoone of the Company's thermal facilities and certain of its customers.
Other Properties
Through the Management Services Agreement with NRG, the Company utilizes NRG's leased corporate headquarters offices at 804 Carnegie Center, Princeton, New Jersey.
36


Item 3 — Legal Proceedings
See Item 15 — Note 14, Commitments and Contingencies, to the Consolidated Financial Statements for discussion of the material legal proceedings to which the Company is a party.party or of which any of its properties is subject.

Item 4 — Mine Safety Disclosures
Not applicable.



37
PART II
Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders
As of the date of this report, there is no publicly-traded market for the Company's membership units. All of the Company's Class A and Class C units are held by Yield,Clearway, Inc. and all of the Company's Class B and Class D units are held by NRG.CEG.
Distributions
The following table lists the distributions paid on the Company's Class A, Class B, Class C and Class D units during the year ended December 31, 2017:2020:
Fourth Quarter 2020Third Quarter 2020Second Quarter 2020First Quarter 2020
Distributions per Class A and Class B unit$0.318 $0.313 $0.210 $0.210 
Distributions per Class C and Class D unit$0.318 $0.313 $0.210 $0.210 
 Fourth Quarter 2017 Third Quarter 2017 Second Quarter 2017 First Quarter 2016
Distributions per Class A and Class B unit$0.288
 $0.28
 $0.27
 $0.260
Distributions per Class C and Class D unit$0.288
 $0.28
 $0.27
 $0.260
On February 15, 2018,12, 2021, the Company declared a quarterly distribution on its Class A, Class B, Class C and Class D units of $0.298$0.324 per unit payable on March 15, 2018.2021.
38


Item 6 — Selected Financial Data
The following table presents the Company's historical selected financial data which has been recast to include the Drop Down Assets, as if the transfers had taken place from the beginning of the financial statements period, or from the date the respective entities were under common control (if later than the beginning of the financial statements period). The acquisitions are further described in Item 15 — Note 3, Business Acquisitions, to the Consolidated Financial Statements. Additionally, for all periods prior to the formation of the Company, the data below reflects the Company's accounting predecessor, or NRG Yield, the financial statements of which were prepared on a ''carve-out'' basis from NRG and are intended to represent the financial results of the contracted renewable energy and conventional generation and thermal infrastructure assets in the U.S. that were acquired by the Company on July 22, 2013. For all periods subsequent to the formation of the Company, the datatable below reflects the Company's consolidated financial results.
This historical data should be read in conjunction with the Consolidated Financial Statements and the related notes thereto in Item 15 and Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.
Fiscal year ended December 31,
(In millions)20202019201820172016
Statement of Income Data:
Operating Revenues
Total operating revenues$1,199 $1,032 $1,053 $1,009 $1,035 
Operating Costs and Expenses
Cost of operations366 337 327 322 305 
Depreciation, amortization and accretion428 401 336 338 306 
Impairment losses24 33 — 44 185 
General and administrative33 27 20 19 14 
Transaction and integration costs9 3 20 3 1 
Development costs5 5 3 — — 
Total operating costs and expenses865 806 706 726 811 
Operating Income334 226 347 283 224 
Other Income (Expense)
Equity in earnings of unconsolidated affiliates7 83 74 71 60 
Impairment loss on investment(8)— — — — 
Gain on sale of unconsolidated affiliate49 — — — — 
Other income, net4 9 8 4 3 
Loss on debt extinguishment(24)(16)— (3)— 
Interest expense(414)(403)(294)(294)(272)
Total other expense, net(386)(327)(212)(222)(209)
Net (Loss) Income(52)(101)135 61 15 
Less: Net (loss) income attributable to noncontrolling interests(113)(71)(105)(75)(111)
Net Income (Loss) Attributable to Clearway Energy LLC$61 $(30)$240 $136 $126 
Other Financial Data:
  Capital expenditures$124 $228 $83 $190 $20 
Cash Flow Data:
  Net cash provided by (used in):
    Operating activities$545 $469 $492 $517 $424 
    Investing activities(62)(468)(185)(442)(131)
    Financing activities(432)(170)(38)(258)(202)
Balance Sheet Data:
  Cash and cash equivalents$268 $152 $407 $146 $321 
  Property, plant and equipment, net7,217 6,063 5,245 5,410 5,579 
  Total assets10,488 9,605 8,448 8,360 8,772 
  Long-term debt, including current maturities6,969 6,780 5,977 6,006 6,069 
  Total liabilities7,876 7,432 6,266 6,331 6,384 
  Total members' equity2,612 2,173 2,182 2,029 2,388 

39
 Fiscal year ended December 31,
(In millions)2017 2016 2015 2014 2013
Statement of Income Data:   
Operating Revenues         
Total operating revenues$1,009
 $1,035
 $968
 $844
 $451
Operating Costs and Expenses         
Cost of operations326
 308
 323
 279
 156
Depreciation and amortization334
 303
 303
 240
 98
Impairment losses44
 185
 1
 —
 —
General and administrative19
 14
 10
 8
 7
Acquisition-related transaction and integration costs3
 1
 3
 4
 —
Total operating costs and expenses726
 811

640

531

261
Operating Income283
 224

328

313

190
Other Income (Expense)         
Equity in earnings of unconsolidated affiliates71
 60
 31
 22
 27
Other income, net4
 3
 3
 6
 4
Loss on debt extinguishment(3) —
 (9) (1) —
Interest expense(293) (272) (258) (217) (72)
Total other expense, net(221) (209) (233) (190) (41)
Income Before Income Taxes62
 15
 95
 123
 149
Income tax expense (benefit)—
 —
 —
 —
 (3)
Net Income62
 15
 95
 $123
 $152
Less: Net (loss) income attributable to noncontrolling interests(75) (111) (62) 9
 —
Net Income Attributable to NRG Yield LLC$137
 $126
 $157
 $114
 $152
          
Other Financial Data:         
  Capital expenditures$31
 $20
 $29
 $79
 $790
Cash Flow Data:         
  Net cash provided by (used in):         
    Operating activities$516
 $577
 $424
 $363
 $174
    Investing activities(283) (131) (1,098) (760) (987)
    Financing activities(416) (202) 354
 767
 853
Balance Sheet Data (at period end):         
  Cash and cash equivalents$146
 $321
 $110
 $430
 $60
  Property, plant and equipment, net5,204
 5,554
 5,980
 6,119
 3,488
  Total assets8,154
 8,746
 8,759
 8,930
 4,831
  Long-term debt, including current maturities5,845
 6,069
 5,692
 5,828
 2,916
  Total liabilities6,146
 6,382
 6,054
 6,173
 3,221
  Total members' equity2,008
 2,364
 2,705
 2,757
 1,610


Item 7 — Management's Discussion and Analysis of Financial Condition and the Results of Operations
The following discussion analyzes the Company's historical financial condition and results of operations, which were recast to include the effect of the Drop Down Assets acquired from NRG. As further discussed in Item 15 — Note 1, Nature of Business, to the Consolidated Financial Statements, the purchases of these assets were accounted for in accordance with ASC 805-50, Business Combinations - Related Issues, whereas the assets and liabilities transferred to the Company relate to interests under common control by NRG and, accordingly, were recorded at historical cost. The difference between the cash proceeds and historical value of the net assets was recorded as a distribution to/from NRG and offset to the noncontrolling interest on the Company's consolidated balance sheet. In accordance with GAAP, the Company prepared its consolidated financial statements to reflect the transfers as if they had taken place from the beginning of the financial statements period, or from the date the entities were under common control (if later than the beginning of the financial statements period).
As you read this discussion and analysis, refer to the Company's Consolidated Statements of Operations to this Form 10-K, which present the results of operations for the years ended December 31, 2017, 2016 and 2015.10-K. Also refer to Item 1 — Businessand Item 1A — Risk Factors, which include detailed discussions of various items impacting the Company's business, results of operations and financial condition. Discussions of the year ended December 31, 2018 that are not included in this Annual Report on Form 10-K and year-to-year comparisons of the year ended December 31, 2019 and the year ended December 31, 2018 can be found in “Management’s Discussion and Analysis of Financial Condition and the Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
The discussion and analysis below has been organized as follows:
•Executive Summary, including a description of the business and significant events that are important to understanding the results of operations and financial condition;
•Results of operations, including an explanation of significant differences between the periods in the specific line items of the consolidated statements of operations;
•Financial condition addressing liquidity position, sources and uses of cash, capital resources and requirements, commitments, and off-balance sheet arrangements;
•Known trends that may affect the Company’s results of operations and financial condition in the future; and
•Critical accounting policies which are most important to both the portrayal of the Company's financial condition and results of operations, and which require management's most difficult, subjective or complex judgment.

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Executive Summary
Introduction and Overview
    Clearway Energy LLC, together with its consolidated subsidiaries, or the Company, is an energy infrastructure investor in and owner of modern, sustainable and long-term contracted assets across North America. The Company is a dividend growth-orientedsponsored by GIP through GIP's portfolio company, that has historically served as the primary vehicle through which NRG owns, operates and acquires contracted renewable and conventional generation and thermal infrastructure assets.CEG.
    The Company believes it is one of the largest renewable energy owners in the U.S. with over 4,200 net MW of installed wind and solar generation projects. The Company also owns approximately 2,500 net MW of environmentally-sound, highly efficient natural gas-fired generation facilities as well positionedas a portfolio of district energy systems. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to be a premier company forprovide its investors seekingwith stable and growing distribution income from a diversified portfolio of lower-risk high-quality assets.
The Company owns a diversified portfolio of contracted renewable and conventional generation and thermal infrastructure assets in the U.S. The Company’s contracted generation portfolio collectively represents 5,118 net MW. Each of these assets sells substantiallydividend income.Substantially all of itsthe Company's generation assets are under long-term contractual arrangements for the output pursuant to long-term offtake agreements with creditworthy counterparties.or capacity from these assets. The weighted average remaining contract duration of these offtake agreements was approximately 15 13 years as of December 31, 2017, 2020based on CAFD.CAFD.
Significant Events
Third Party Acquisitions
•On February 10, 2021, the Company reached an agreement to acquire 100% of the equity interests in Mount Storm Holdings I LLC, or Mt Storm, for approximately $96 million subject to certain purchase price adjustments. Mt Storm is a 264 MW wind project located in Grant County, West Virginia. The transaction is subject to customary regulatory approvals.
•On February 3, 2021, the Company acquired an additional 35% equity interest in the Agua Caliente solar project from NRG Energy, Inc. for $202 million. Agua Caliente is a 290 MW solar project located in Dateland, Arizona in which Clearway previously owned a 16% equity interest. The project has a 25-year PPA with PG&E, with approximately 19 years remaining under the agreement. Following the close of the transaction, the Company owns a 51% equity interest in Agua Caliente. The Company alsowill remove its equity method investment and consolidate its interest in Agua Caliente from the date of the acquisition.
Drop Down Transactions
•On January 12, 2021, the Company acquired 100% of CEG's equity interest and a third party investor's minority interest in Rattlesnake Flat, LLC, which owns thermal infrastructurethe Rattlesnake Wind Project, a 160 net MW wind facility located in Adams County, WA which achieved commercial operations in January 2021, for $132 million in cash consideration and expects its net capital commitment to be $119 million after proceeds from a state sales and use tax refund which are expected to be received in 2021.
•On December 21, 2020, subsidiaries of the Company entered into the Lighthouse Partnership Agreements providing for the Company’s co-investment in a 1,204 MW portfolio of renewable energy projects developed by CEG. In addition, the agreements included an amendment of the partnership that owns the 419 MW Mesquite Star wind project, providing the Company with additional project cash flows after the first half of 2031. As described below, the Company had previously acquired an interest in Mesquite Star Pledgor LLC, which was subsequently renamed Lighthouse Renewable Holdco LLC. The 1,204 MW portfolio of renewable energy projects includes:
◦Five geographically diversified wind, solar and solar plus storage assets under development totaling 1,012 MW, and
◦The 192 MW Rosamond Central solar project, located in Kern County, California. On December 21, 2020, the Company acquired 100% of the Class A membership interests of Rosie TargetCo LLC, which consolidates its interest in a tax equity fund that owns the project, for approximately $24 million in cash consideration. Rosie TargetCo LLC is a partnership, whose Class B membership interests are owned by a third party investor. The Company is entitled to a 50% cash equity interest in Rosamond Central through its Class A membership interests.
For the above-mentioned transactions, the Company expects to invest an estimated $215 million in corporate capital by the end of 2022, subject to closing adjustments and the projects achieving certain milestones. The expected net corporate capital includes the $24 million already invested in Rosamond Central in 2020 and the purchase price adjustment received concurrent with the partnership agreement amendment for Mesquite Star.
•On November 20, 2020, the Company acquired from Clearway Renew LLC, a subsidiary of CEG, and a third party investor, 100% of the cash equity interests in Langford Holding LLC, which owns the Langford wind project, for total
41
cash consideration of approximately $64 million. The Langford wind project is a 160 MW wind project located in West Texas which was repowered and achieved commercial operations in November 2020.
•On November 2, 2020, the Company acquired from CEG (i) the Class B membership interests in DGPV Holdco 1, DGPV Holdco 2 and DGPV Holdco 3, or the DGPV Holdco Entities and (ii) an SREC contract for an aggregate steam and chilled water capacity of 1,319 net MWt and electric generation capacity of 123 net MW. These thermal infrastructure assets provide steam, hot water and/or chilled water, and$44 million in some instances electricity, to commercial businesses, universities, hospitals and governmental units in multiple locations, principally through long-term contracts or pursuant to rates regulated by state utility commissions.

Strategic Sponsorshipcash consideration. In connection with Global Infrastructure Partners
On February 6, 2018, Global Infrastructure Partners, or GIP, entered into a purchase and sale agreement with NRG, or the NRG Transaction, for the acquisition of NRG’s full ownershipthe Class B membership interests, the Company consolidated their interest in NRG Yield, Inc.the underlying distributed solar tax equity funds within DGPV Holdco 1 and NRG’sDGPV Holdco 2.The Company had previously consolidated DGPV Holdco 3 effective in May 2020.
•On November 2, 2020, the CEG ROFO Agreement was amended to (i) add the assets comprising the Lighthouse Partnership Agreements from CEG to the ROFO pipeline (ii) memorialize as a ROFO asset the contract related to the monetization of renewable energy developmentcredits associated with assets within the DGPV Holdco Entities, which was acquired at the same time; and operations platform.(iii) extend the third-party negotiation periods for CEG's residual interest in Kawailoa and Oahu assets as well as the assets comprising the cash equity partnership offer from CEG to November 2, 2021.
•On September 1, 2020, the Company, through its indirect subsidiary Mesquite Star HoldCo LLC, acquired the Class A membership interests in Mesquite Star Pledgor LLC from Clearway Renew LLC, a subsidiary of CEG, for $74 million in cash consideration inclusive of a purchase price adjustment received in the fourth quarter of 2020 concurrent with the partnership amendment referenced below. Mesquite Star Pledgor LLC is the primary beneficiary and consolidates its interest in a tax equity fund that owns the Mesquite Star wind project, a 419 MW utility scale wind project located in Fisher County, Texas. A majority of the project’s output is backed by contracts with investment grade counterparties with a 12 year weighted average contract life. As described above, Mesquite Star Pledgor LLC was renamed Lighthouse Renewable Holdco LLC and the Class B membership interests were sold to a third party investor. The NRG Transaction isinvestor and the Company amended the terms of the related partnership and as a result, the Company now consolidates its interest in the Mesquite Star wind project, through its consolidation of Lighthouse Renewable Holdco LLC.
•On April 17, 2020, the Company entered into binding agreements related to the previously announced drop down offer from CEG to enable the Company to acquire and invest in a portfolio of renewable energy projects. The following projects are included in the drop down:
◦CEG's interest in Repowering Partnership II LLC (Repowering 1.0), which the Company acquired on May 11, 2020 for cash consideration of $70 million,
◦100% of the equity interests in Rattlesnake Flat, LLC, which owns the Rattlesnake Wind Project, a 160 net MW wind facility located in Adams County, WA which the company acquired on January 12, 2021 as mentioned above, and
◦On February 26, 2021, the Company, through an indirect subsidiary, entered into an amended partnership agreement with CEG to repower the Pinnacle Wind Project, a 55 net MW wind facility located in Mineral County, WV. The amended agreement commits the Company to invest an estimated $67 million in net corporate capital, subject to certain closing conditions, including customary legaladjustments, and regulatory approvals.no longer requires an additional payment in 2031. The Company expectsexisting Pinnacle Wind power purchase agreements will continue to run through 2031. Commercial operations and corporate capital funding for the NRG TransactionPinnacle Wind Repowering Partnership are expected to closeoccur in the second half of 2018.2021.

In connection withFor the NRG Transaction,above mentioned transactions, the agreements commit the Company to invest an estimated $256 million in net corporate capital, subject to closing adjustments.
Sale of Assets or Investments
•On May 14, 2020, the Company sold its interests in RPV Holdco 1 LLC, or RPV Holdco, to a third party for net proceeds of approximately $75 million. The Company previously accounted for its interest in RPV Holdco as an equity method investment. The sale of the investment resulted in a gain of approximately $49 million.
•On March 3, 2020, the Company through Thermal LLC, sold 100% of its interests in Energy Center Dover and Energy Center Smyrna to DB Energy Assets, LLC for approximately $15 million.
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Corporate-Level Financing
•On May 21, 2020, Clearway Energy Operating LLC completed the sale of an additional $250 million aggregate principal amount of the 2028 Senior Notes. The 2028 Senior Notes bear interest at 4.75% and mature on March 15, 2028. Interest on the 2028 Senior Notes is payable semi-annually on March 15 and September 15 of each year, and interest payments commenced on September 15, 2020. The 2028 Senior Notes are unsecured obligations of Clearway Energy Operating LLC and are guaranteed by Clearway Energy LLC and by certain of Clearway Energy Operating LLC's wholly owned current and future subsidiaries. The proceeds from the additional 2028 Senior Notes were used to repay the $45 million outstanding principal amount of the Company's 2020 Convertible Notes on June 1, 2020, as well as to fund the repayment of outstanding borrowings under the Company's revolving credit facility and for general corporate purposes.
Project-Level Financing Activities
•On November 2, 2020, DG-CS Master Borrower LLC, a wholly owned subsidiary of Clearway Energy Operating LLC, entered into a Consent and Indemnity Agreement with NRG and GIP setting forth key terms and conditionsfinancing arrangement, which included the issuance of the Company's consent to the NRG Transaction. Key provisions of the Consent and Indemnity Agreement include:

Minimized impact to CAFD from potential change in control costs — No more than $10a $467 million term loan, as well as $30 million in reduced annual CAFDletters of credit in support of debt service. The notes bear interest at 3.51% and mature on a recurring basis that would resultSeptember 30, 2040. The proceeds from changesthe loan were utilized to repay existing project-level debt outstanding for Chestnut Borrower LLC, Renew Solar CS 4 Borrower LLC, DGPV 4 Borrower LLC and Puma Class B LLC of $107 million, $102 million, $92 million and $73 million respectively and unwind related interest rate swaps in the Company's cost structure or any impact from various consents.
Enhanced ROFO pipeline — Upon closing,amount of $42 million. The remaining proceeds were utilized to pay related fees and expenses and in part to acquire the Company will enter into a new ROFO agreement with GIP that immediately adds 550 MW to the current pipeline. The NRG ROFO Agreement will be amended to remove the Ivanpah solar facility.

Financial cooperation and support — GIP has arranged a $1.5 billion backstop credit facility to manage any change of control costs associated with the Company's corporate debt. GIP has also committed to provide up to $400 million in financial support, if necessary, for the purchase of the Carlsbad Energy Center.

Voting and Governance Agreement — As part of the NRG Transaction, the parties have agreed to enter into a voting and governance agreement, which would provide that:
the Chief Executive Officer of Yield, Inc. will at all times be a full-time Yield, Inc. employee appointed by the Board of Directors, or the Board, of Yield, Inc.;
the parties thereto will use their commercially reasonable efforts to submit to Yield, Inc.’s stockholders at Yield, Inc.'s 2019 Annual Meeting of Stockholders a charter amendment to classify the Board into two classes (with the independent directors and directors designated by an affiliate of GIP allocated across the two classes); and
the Board will be expanded to nine members at the closing of the NRG Transaction, comprised at that date of five directors designated by GIP, three independent directors and Yield, Inc.’s Chief Executive Officer.






Significant Events
NRG Transaction
On February 6, 2018, NRG entered into agreements with GIP for the sale of 100% of its interest in NRG Yield, Inc. and its renewable energy development and operations platform. In connection with this, the Company entered into a Consent and Indemnity Agreement with NRG and GIP. For further discussion, refer to Item 1 — Business.
Drop Down Assets Acquisitions
On February 6, 2018, the Company entered into an agreement with NRG to purchase its interest in Carlsbad Energy Holdings LLC, which indirectly owns the Carlsbad project, a 527 MW natural gas fired project in Carlsbad, CA. The purchase price for the transaction is $365 million in cash consideration, subject to working capital and other adjustments. The transaction is expected to closeClass B membership interests in the fourth quarter of 2018DGPV Holdco Entities and is contingent upon the consummation of the NRG Transaction.
On January 24, 2018, the Company entered into an agreement with NRG to acquire 100% of NRG's ownership interest in Buckthorn Solar for total consideration of $42 million, subject to adjustments, and is expected to close in the first quarter of 2018.
As discussedSREC contract from CEG as further described in Item 15 — Note 3, Business Acquisitions and Dispositions. Concurrent with the refinancing, the projects were transferred under DG-CS Master Borrower LLC and the obligations under the financing arrangement are supported by the Company's interest in the projects. Prior to the Consolidated Financial Statements,acquisition of CEG's Class B membership interests mentioned above, the Company acquiredinvested approximately $10 million in the following:
◦On November 1, 2017, a 38 MW solar portfolio primarily comprised of assets from NRG's Solar Power Partners (SPP) funds and other projects developed by NRG, or the November 2017 Drop Down Assets, for cash consideration of $74 million plus assumed non-recourse debt of $26 million. During the quarter ended September 30, 2017, NRG recorded an impairment of $13 million related to the November 2017 Drop Down Assets.
◦On August 1, 2017, the remaining 25% interest in NRG Wind TE Holdco, a portfolio of 12 wind projects, from NRG for total cash consideration of $44 million. The purchase agreement also included potential additional payments to NRG dependent upon actual energy prices for merchant periods beginning in 2027, which were estimated and accrued as contingent consideration in the amount of $8 million as of December 31, 2017.
◦On March 27, 2017, the following entities: Agua Caliente Borrower 2 LLC and NRG's interests in the Utah Solar Portfolio, for cash consideration of $132 million. The Company recorded the acquired interests as equity method investments. The Company also assumed non-recourse debt of $41 million and $287 million on Agua Caliente Borrower 2 LLC and the Utah Solar Portfolio.
Impairment LossesDG investment partnerships with CEG during 2020, bringing total capital invested in these investment partnerships to $266 million.
During•On September 30, 2020, the fourth quarterAlpine, Blythe and Roadrunner projects were transferred under NIMH Solar LLC, a wholly owned subsidiary of 2017,Clearway Energy Operating LLC. Concurrently, total project-level debt outstanding for Alpine, Blythe and Roadrunner of $158 million was assigned to NIMH Solar LLC. The consolidated facility was amended to a term loan for$193 million, as well as $16 million in letters of credit in support of debt service and project obligations. The term loan bears interest at an annual interest rate of LIBOR, plus an applicable margin of 2.00% per annum through the third anniversary of closing, and 2.125% per annum thereafter through the maturity date in September 2024. As a result of the amendment the Company recorded asset impairment lossesreceived $35 million and the funds were utilized to pay related fees and expenses and along with existing project level cash provided a distribution to Clearway Energy Operating LLC of $31$45 million. The obligations under the financing arrangement are supported by the Company’s interests in the projects.

•On September 1, 2020, Utah Solar Holdings, LLC, or Utah Solar, entered into a financing arrangement, which included the issuance of approximately $296 million in senior secured notes supported by the Company’s interest in the Four Brothers, Granite Mountain and Iron Springs projects, or the Utah projects (previously defined as the Utah Solar Portfolio). The notes bear interest at 3.59% per annum and mature on December 31, 2036. The proceeds from the issuance were utilized to repay existing debt outstanding of approximately $247 million for the Utah projects and to unwind the related interest rate swaps in the amount of $33 million. The remaining proceeds were utilized to pay related fees and expenses, with the remaining $9 million distributed to Clearway Energy Operating LLC.
Black Start Services at Marsh Landing
•As of July 2020, all necessary regulatory approvals were obtained with respect to Elbow Creek and Forward projects from the Renewables segment. For further discussion, referCompany's Marsh Landing project to Management’s discussionprovide black start capability in the greater San Francisco Bay area, which would restart Marsh Landing in the event of a blackout, under a five-year contract with the California Independent System Operator to support their emergency restoration of the resultselectrical grid. The project has commenced construction activities and is expected to achieve commercial operations in the second quarter of operations2021.
Pacific Gas and Electric Company Bankruptcy
•On July 1, 2020, PG&E emerged from bankruptcy and assumed the Company's contracts without modification. In addition, PG&E paid to the Company's applicable projects the portion of the invoices corresponding to the electricity delivered for the years ended December 31, 2017period between January 1 and 2016 andCritical Accounting Policies in this Item 7 below, as well as Item 15 — Note 9, Asset Impairments,January 28, 2019. These invoices related to the Consolidated Financial Statements.
Financing Activities
On February 6, 2018, NRG Yield Operating LLCpre-petition period services and NRG Yield LLC amendedany payment therefore required the revolving credit facilityapproval by the Bankruptcy Court. Subsequent to modifyPG&E's emergence from bankruptcy the change of control provisions to permit the consummation of the NRG Transaction, and also to permit NRG Yield Operating LLC, NRG Yield LLC and certain subsidiaries to incur up to $1.5 billion of unsecured indebtedness in order to repurchase or make other required cash payments, in each case if applicable, with respect to NRG Yield Operating LLC’s outstanding senior notes and NRG Yield's outstanding convertible notes in connectionCompany entered into waiver agreements with the NRG Transaction.lenders to the respective financing agreements
On March 16, 2017, NRG Energy Center Minneapolis LLC, a subsidiary
43
related to the PG&E Bankruptcy and all previously restricted distributions were paid out of distribution reserve accounts at the Company, amendedCompany's subsidiaries affected by the shelf facility of its existing Thermal financing arrangement to allow for the issuance of an additional $10 million of Series F notes at a 4.60% interest rate, or the Series F Notes, increasing the total principal amount of notes available for issuance under the shelf facility to $80 million. The Series F Notes are secured by substantially all of the assets of NRG Energy Center Minneapolis LLC. NRG Thermal LLC has guaranteed the indebtedness and its guarantee is secured by a pledge of the equity interests in all of NRG Thermal LLC’s subsidiaries.
PG&E Bankruptcy.
During the year ended December 31, 2017, NRG Yield, Inc. issued 1,921,866 shares of Class C common stock under the ATM Program for gross proceeds of $35 million and incurred commission fees of $346 thousand, as described in Sources of Liquidity in this Item 7.


Environmental Matters and Regulatory Matters
Details of environmental matters and regulatory matters are presented in Item 1 — Business, Regulatory Matters and Item 1A— 1A — Risk Factors. Details of some of this information relate to costs that may impact the Company's financial results.
Trends or Matters Affecting Results of Operations and Future Business Performance
Wind and Solar Resource Availability
The availability of the wind and solar resources affects the financial performance of the wind and solar facilities, which may impact the Company’s overall financial performance. Due to the variable nature of the wind and solar resources, the Company cannot predict the availability of the wind and solar resources and the potential variances from expected performance levels from quarter to quarter. To the extent the wind and solar resources are not available at expected levels, it could have a negative impact on the Company’s financial performance for such periods.
Operational MattersRecent Developments Affecting Industry Conditions and the Company’s Business
Walnut Creek Forced OutageCOVID-19
DuringIn response to the first halfongoing coronavirus (COVID-19) pandemic, the Company has implemented preventative measures and developed corporate and regional response plans to protect the health and safety of 2017, Walnut Creekits employees, customers and other business counterparties, while supporting the Company’s suppliers and customers’ operations to the best of its ability in the circumstances. The Company also has modified certain business practices (including discontinuing all non-essential business travel, implementing a temporary work-from-home policy for employees who can execute their work remotely and encouraging employees to adhere to local and regional social distancing, more stringent hygiene and cleaning protocols across the Company’s facilities and operations and self-quarantining recommendations) to support efforts to reduce the spread of COVID-19 and to conform to government restrictions and best practices encouraged by governmental and regulatory authorities. The Company continues to evaluate these measures, response plans and business practices in light of the evolving effects of COVID-19.
There is considerable uncertainty regarding the extent to which COVID-19 will continue to spread and the extent and duration of governmental and other measures implemented to try to slow the spread of the virus, such as large-scale travel bans and restrictions, border closures, quarantines, shelter-in-place orders and business and government shutdowns. Restrictions of this nature may cause the Company, its suppliers and other business counterparties to experience operational delays and delays in the delivery of materials and supplies and may cause milestones or deadlines relating to various projects to be missed.
As of the date of this report, the Company has not experienced forced outagesany material financial or operational impacts related to COVID-19. All of the Company’s facilities have remained operational. The Company has experienced a decrease in volumetric sales at certain Thermal locations in part due to mechanical failures of turbine parts that caused downstream damage to several of the plant's Units, primarily Unit 1. The repairs necessary to return Unit 1 to service were completedCOVID-19 related impacts which has not resulted in the second quarter of 2017 and the plant has performed reliably since then. The estimated cost of this outage is approximately $2 million after the recovery of insurance proceeds. Also, during 2017, the Company recorded a loss on disposal of assets of $14 million, in relationany material financial impacts to the Unit 1 forced outage. In the third quarter of 2017, the Company, through Walnut Creek, executed an amendment to the contractual service agreement with the original equipment manufacturer to improve long term reliability. The amendment provides for the original equipment manufacturer to perform all required, currently available and future turbine reliability upgrades, and collateral damage reimbursement rights in exchange for an investment of $15 million that would be paid over the next five years, of which $8 million is expected to be paid in 2018.
El Segundo Forced Outage
In January 2017, the El Segundo Energy Center began a forced outage on Units 5 and 6 due to increasing vibrations on successive operations at Unit 5. In consultation with the Company’s operations and maintenance service provider, a subsidiary of NRG, the Company elected to replace the rotor on Unit 5. Both Unit 5 and 6 returned to service on February 24, 2017. In July 2017, the Company executed a warranty settlement agreement with the original equipment manufacturer that reduced total cost from $12 million to $5 million.


Consolidated Results of Operations
2017 compared to 2016
The following table provides selected financial information:
 Year ended December 31,
(In millions)2017 2016 Change
Operating Revenues     
Energy and capacity revenues$1,078
 $1,104
 $(26)
Contract amortization(69) (69) —
Total operating revenues1,009
 1,035
 (26)
Operating Costs and Expenses     
Cost of fuels63
 61
 2
Emissions credit amortization—
 6
 (6)
Operations and maintenance197
 176
 21
Other costs of operations66
 65
 1
Depreciation and amortization334
 303
 31
Impairment losses44
 185
 (141)
General and administrative19
 14
 5
Acquisition-related transaction and integration costs3
 1
 2
Total operating costs and expenses726
 811
 (85)
Operating Income283
 224
 59
Other Income (Expense)    
Equity in earnings of unconsolidated affiliates71
 60
 11
Other income, net4
 3
 1
Loss on debt extinguishment(3) —
 (3)
Interest expense(293) (272) (21)
Total other expense, net(221) (209) (12)
Net Income62
 15
 47
Less: Net loss attributable to noncontrolling interests(75) (111) 36
Net Income Attributable to NRG Yield LLC$137
 $126
 $11
 Year ended December 31,
Business metrics:2017 2016
Renewables MWh generated/sold (in thousands) (a)
6,844
 7,291
Conventional MWh generated (in thousands) (a)(b)
1,809
 1,697
Thermal MWt sold (in thousands)1,926
 1,966
Thermal MWh sold (in thousands) (c)
35
 71
(a) Volumes do not include the MWh generated/sold by the Company's equity method investments.
(b) Volumes generated are not sold as the Conventional facilities sell capacity rather than energy.
(c) MWh sold do not include 72 and 204 MWh generated by NRG Dover, a subsidiary of the Company, under the PPA with NRG Power Marketing during the years ended December 31, 2017 and December 31, 2016, respectively, as further described in Item 15 — Note 13, Related Party Transactions, to the Consolidated Financial Statements.



Management’s discussion of the results of operations for the years ended December 31, 2017 and 2016
Gross Margin
The Company calculates gross margin in order to evaluate operating performance as operating revenues less cost of sales, which includes cost of fuel, contract and emission credit amortization and mark-to-market for economic hedging activities.
Economic Gross Margin
In addition to gross margin, the Company evaluates its operating performance using the measure of economic gross margin, which is not a GAAP measure and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.  Economic gross margin should be viewed as a supplement to and not a substitute for the Company' presentation of gross margin, which is the most directly comparable GAAP measure.  Economic gross margin is not intended to represent gross margin.Company. The Company believes that all of its accounts receivable balances as of December 31, 2020 are collectible. The Company will continue to assess collectability based on any future developments.
The Company cannot predict the full impact that COVID-19 will have on the Company’s financial expectations, its financial condition, results of operations and cash flows, its ability to make distributions to its stockholders, the market prices of its common stock and its ability to satisfy its debt service obligations at this time, due to numerous uncertainties. The ultimate impacts will depend on future developments, including, among others, the ultimate geographic spread of the virus, the consequences of governmental and other measures designed to prevent the spread of the virus, the development of effective treatments, the duration of the outbreak, actions taken by governmental authorities, customers, suppliers and other third parties, workforce availability and the timing and extent to which normal economic gross margin is useful to investors as it is a key operational measure reviewed byand operating conditions resume. For additional discussion regarding risks associated with the COVID-19 pandemic, see Part I, Item 1A Risk Factors.
February 2021 Winter Events in Texas
During February 2021, Texas experienced extreme winter weather conditions. Certain of the Company's chief operating decision maker. Economic gross margin is defined as energywind projects were unable to operate and capacity revenue less cost of fuels. Economic gross margin excludes the following components from GAAP gross margin: contract amortization, mark-to-market results, emissions credit amortization and (losses) gains on economic hedging activities. Mark-to-market results consist of unrealized gains and losses on contracts that are not yet settled.
The below tables present the composition of gross margin, as well as the reconciliation to economic gross margin for the years ended December 31, 2017 and 2016:
 Conventional Renewables Thermal Total
(In millions)       
Year ended December 31, 2017       
Energy and capacity revenues$341
 $563
 $174
 $1,078
Cost of fuels(1) —
 (62) (63)
Contract amortization(5) (62) (2) (69)
Gross margin335
 501
 110
 946
Contract amortization5
 62
 2
 69
Economic gross margin$340
 $563
 $112
 $1,015
 

 

 

 
Year ended December 31, 2016      
Energy and capacity revenues$338
 $594
 $172
 $1,104
Cost of fuels(1) —
 (60) (61)
Contract amortization(5) (62) (2) (69)
Emissions credit amortization(6) —
 —
 (6)
Gross margin326
 532
 110
 968
Contract amortization5
 62
 2
 69
Emissions credit amortization6
 —
 —
 6
Economic gross margin$337
 $594
 $112
 $1,043



Gross margin decreased by $22 million and economic gross margin decreased by $28 million during the year ended December 31, 2017, compared to the same period in 2016, primarily due to:
(In millions) 
Renewables: 
A 7% decrease in volume generated by wind projects, due to lower wind resources at the Alta Wind and NRG Wind TE Holdco projects$(31)
Conventional: 
Higher revenues due to 2016 higher priced peak season forced outages, as well as additional start-up revenue from Marsh Landing in 20173
Decrease in economic gross margin$(28)
Emissions credit amortization of NOx allowances at Walnut Creek and El Segundo in compliance with amendments to the Regional Clean Air Incentives Market program in 20166
Decrease in gross margin$(22)
Operations and Maintenance Expense
 Conventional Renewables Thermal Total
(In millions) 
Year ended December 31, 2017$52
 $97
 $48
 $197
Year ended December 31, 201632
 96
 48
 176

Operations and maintenance expense increased by $21 million during the year ended December 31, 2017, compared to the same period in 2016,experienced outages due to the forced outages in the Conventional segment.weather conditions. These projects are now operating within expectations. The Company recorded higher operations and maintenance costs in Walnut Creek in connection withcontinues to assess the Unit 1 forced outages that took place in April of 2017, including an increase of loss on disposal of assets of $12 million, as well as higher operations and maintenance costs in El Segundo due to the forced outages in Units 5 and Unit 6 that took place in January 2017.
Impairment Losses
The Company recorded impairment losses of $44 million and $185 million for the years ended December 31, 2017 and 2016, respectively.
During the fourth quarter of 2017, as the Company updated its estimated cash flows in connection with the preparation and review of the Company’s annual budget, it was determined that both Elbow Creek and Forward projects were impaired due to the continued declining merchant power prices in the post contract periods. As a result, the Company recorded impairment losses of $26 million and $5 million for the Elbow Creek and Forward projects, respectively.
In addition, in connection with the sale of the November 2017 Drop Down Assets, it was identified that undiscounted cash flows were lower than the book value of certain SPP funds and NRG recorded an impairment expense of $13 million. In accordance with the guidance for transfer of assets under common control, the impairment is reflected in the Company's consolidated statements of operations for the period ended December 31, 2017.
During the fourth quarter of 2016, as the Company updated its estimated cash flows in connection with the preparation and review of the Company's annual budget, it was determined that the cash flows for the Elbow Creek and Goat Wind projects and the Forward project were below the carrying value of the related assets, primarily driven by declining merchant power prices in post-contract periods, and that the assets were considered impaired. The Company recorded impairment losses of $117 million, $60 million and $6 million for Elbow Creek, Goat Wind, and Forward, respectively. The other impairments of $2 millionfull financial exposure related to the projects that were part ofcircumstances, including potential mitigants, ongoing discussions with contractual counterparties, any potential disputes which may result and any state sponsored solutions to address the November 2017 Drop Down Assets. Since the acquisitionfinancial impacts caused by the Company of the November 2017 Drop Down Assets related to transfer of assets under common control, these impairments were reflected in the Company's consolidated statements of operations for the period ending December 31, 2016. For further discussion see Item 15 — Note 9, Asset Impairments, to the Consolidated Financial Statements, as well as in Critical Accounting Policies and Estimates in this Item 7.



Equity in Earnings of Unconsolidated Affiliates
Equity in earnings of unconsolidated affiliates increased by $11 million during the year ended December 31, 2017, compared to the same period in 2016, primarily due to higher earnings from the solar partnerships with NRG, as well as acquisition of the Utah Solar Portfolio in November 2016, partially offset by lower earnings from the San Juan Mesa investment.
Interest Expense
Interest expense increased by $21 million during the year ended December 31, 2017, compared to the same period in 2016 due to:
 (In millions)
Assumption of the Utah Solar Portfolio debt in connection with the March 2017 Drop Down Assets$14
Issuance of the 2026 Senior Notes in the third quarter of 201611
Issuance of new project level debt in the second half of 2016 and 2017 partially offset by the lower principal balances on project level debt in 20171
Higher borrowings in 2016 on the revolving credit facility(5)
 $21
Income Attributable to Noncontrolling Interests
For the year ended December 31, 2017,circumstances. Based on available information, the Company hadcurrently estimates a loss of $75direct cash impact between $20 million attributable to noncontrolling interests with respect to its tax equity financing arrangements and the application of the HLBV method.$30 million in 2021.
For the year ended December 31, 2016, the Company had a loss of $111 million attributable to noncontrolling interests with respect to its tax equity financing arrangements and the application of the HLBV method, which was primarily related to the impairment losses described above.

44


Consolidated Results of Operations
2016 compared to 2015
The following table provides selected financial information:
Year ended December 31,
(In millions)202020192018
Operating Revenues
Energy and capacity revenues$1,234 $1,072 $1,084 
Other revenues53 40 39 
Contract amortization(88)(71)(70)
Mark-to-market for economic hedges— (9)— 
Total operating revenues1,199 1,032 1,053 
Operating Costs and Expenses
Cost of fuels73 74 74 
Operations and maintenance219 191 184 
Other costs of operations74 72 69 
Depreciation, amortization and accretion428 401 336 
Impairment losses24 33 — 
General and administrative33 27 20 
Transaction and integration costs9 3 20 
Development costs5 5 3 
Total operating costs and expenses865 806 706 
Operating Income334 226 347 
Other Income (Expense)
Equity in earnings of unconsolidated affiliates7 83 74 
Impairment loss on investment(8)— — 
Gain on sale of unconsolidated affiliate49 — — 
Other income, net4 9 8 
Loss on debt extinguishment(24)(16)— 
Interest expense, net(414)(403)(294)
Total other expense, net(386)(327)(212)
Net (Loss) Income(52)(101)135 
Less: Net loss attributable to noncontrolling interests(113)(71)(105)
Net Income (Loss) Attributable to Clearway Energy LLC$61 $(30)$240 
 Year ended December 31,
(In millions)2016 2015 Change
Operating Revenues     
Energy and capacity revenues$1,104
 $1,024
 $80
Contract amortization(69) (54) (15)
Mark-to-market economic hedging activities—
 (2) 2
Total operating revenues1,035
 968
 67
Operating Costs and Expenses     
Cost of fuels61
 71
 (10)
Emissions credit amortization6
 —
 6
Operations and maintenance176
 180
 (4)
Other costs of operations65
 72
 (7)
Depreciation and amortization303
 303
 —
Impairment losses185
 1
 184
General and administrative14
 10
 4
Acquisition-related transaction and integration costs1
 3
 (2)
Total operating costs and expenses811
 640
 171
Operating Income224
 328
 (104)
Other Income (Expense)     
Equity in earnings of unconsolidated affiliates60
 31
 29
Other income, net3
 3
 —
Loss on debt extinguishment—
 (9) 9
Interest expense(272) (258) (14)
Total other expense, net(209) (233) 24
Net Income15
 95
 (80)
Less: Net (loss) income attributable to noncontrolling interests(111) (62) (49)
Net Income Attributable to NRG Yield LLC$126
 $157
 $(31)

Year ended December 31,
Business metrics:202020192018
Renewables MWh generated/sold (in thousands) (a)7,460 6,584 7,197 
Thermal MWt sold (in thousands)1,927 2,153 2,042 
Thermal MWh sold (in thousands)68 176 48 
Conventional MWh generated (in thousands) (a)(b)1,475 1,095 1,656 
Conventional equivalent availability factor94.9 %94.9 %94.3 %
 Year ended December 31,
Business metrics:2016 2015
Renewables MWh generated/sold (in thousands) (a)
7,291
 6,463
Conventional MWh generated (in thousands) (a)(b)
1,697
 2,487
Thermal MWt sold (in thousands)1,966
 1,946
Thermal MWh sold (in thousands) (c)
71
 297

(a) Volumes do not include the MWh generated/sold by the Company's equity method investments.
(b) Volumes generated are not sold as the Conventional facilities sell capacity rather than energy.
(c) MWh sold do not include 204 MWh generated by NRG Dover, a subsidiary of the Company, under the PPA with NRG Power Marketing during the year ended December 31, 2016, respectively, as further described in Item 15 — Note 13, Related Party Transactions, to the Consolidated Financial Statements.

45


Management’s discussion of the results of operations for the years ended December 31, 20162020 and 20152019
Gross Margin
The Company calculates gross margin in order to evaluate operating performance as operating revenues less cost of sales, which includes cost of fuel, contract and emission credit amortization and mark-to-market for economic hedging activities.
Economic Gross Margin
In addition to gross margin, the Company evaluates its operating performance using the measure of economic gross margin,Economic Gross Margin, which is not a GAAP measure and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in this report.  Economic gross marginGross Margin should be viewed as a supplement to and not a substitute for the Company'Company's presentation of gross margin, which is the most directly comparable GAAP measure.  Economic gross marginGross Margin is not intended to represent gross margin.  The Company believes that economic gross marginEconomic Gross Margin is useful to investors as it is a key operational measure reviewed by the Company's chief operating decision maker. Economic gross marginGross Margin is defined as energy and capacity revenue, plus other revenues, less cost of fuels. Economic gross marginGross Margin excludes the following components from GAAP gross margin: contract amortization, mark-to-market results, emissions credit amortization and (losses) gains on economic hedging activities. Mark-to-market results consist of unrealized gains and losses on contracts that are not yet settled.
The followingbelow tables present the composition of gross margin, as well as the reconciliation to economic gross marginEconomic Gross Margin for the years ended December 31, 20162020 and 2015:2019:
(In millions)ConventionalRenewablesThermalTotal
Year ended December 31, 2020
Energy and capacity revenues$461 $609 $164 $1,234 
Other revenues— 21 32 53 
Cost of fuels(4)— (69)(73)
Contract amortization(24)(61)(3)(88)
Gross margin433 569 124 1,126 
Contract amortization24 61 3 88 
Economic gross margin$457 $630 $127 $1,214 
Year ended December 31, 2019
Energy and capacity revenues$353 $545 $174 $1,072 
Other revenues— 10 30 40 
Cost of fuels(2)— (72)(74)
Contract amortization(7)(61)(3)(71)
Mark-to-market for economic hedging activities— (9)— (9)
Gross margin344 485 129 958 
Contract amortization7 61 3 71 
Mark-to-market for economic hedging activities— 9 — 9 
Economic gross margin$351 $555 $132 $1,038 

46
 Conventional Renewables Thermal Total
 (In millions) 
Year ended December 31, 2016      
Energy and capacity revenues$338
 $594
 $172
 $1,104
Cost of fuels(1) —
 (60) (61)
Contract amortization(5) (62) (2) (69)
Emissions credit amortization(6) —
 —
 (6)
Gross margin$326
 $532
 $110
 $968
Contract amortization5
 62
 2
 69
Emissions credit amortization6
 —
 —
 6
Economic gross margin$337
 $594
 $112
 $1,043
        
Year ended December 31, 2015       
Energy and capacity revenues$341
 $507
 $176
 $1,024
Cost of fuels(1) (1) (69) (71)
Contract amortization(5) (47) (2) (54)
Mark-to-market for economic hedging activities—
 (2) —
 (2)
Gross margin$335
 $457
 $105
 $897
Contract amortization5
 47
 2
 54
Mark-to-market for economic hedging activities—
 2
 —
 2
Economic gross margin$340
 $506
 $107
 $953


Gross margin increased by $71 million and economic gross margin increased by $90$168 million during the year ended December 31, 2016,2020, compared to the same period in 2015, driven by:2019, primarily due to:
Renewables: (In millions)
26% increase in volume generated at the Alta wind projects, as well as a 7% increase in generation at other Wind projects. Additionally, there was an increase of $4 million in economic gross margin due to the acquisition of Spring Canyon in May 2015$61
Increase in average price per MWh due to higher pricing in the Alta X and XI PPAs which were effective in January 2016, compared with merchant prices in 201527
Thermal: 
Higher sales volume in 2016 as a result of milder weather in 2015, as well as the completion of a project for a new customer in the second half of the year5
Conventional: 
Lower revenues at Walnut Creek as a result of forced outages in 2016, partially offset by higher revenues at El Segundo in 2016 as a result of forced outages in 2015(3)
Increase in economic gross margin$90
Higher contract amortization primarily for the Alta X and XI PPAs, which began in January 2016(15)
Emissions credit amortization of NOx allowances at Walnut Creek and El Segundo in compliance with amendments to the Regional Clean Air Incentives Market program(6)
Unrealized losses on forward contracts prior to the start of the PPA for Elbow Creek which began October 20152
Increase in gross margin$71
Segment(In millions)
ConventionalIncrease is due primarily to the acquisition of Carlsbad Energy in December 2019$89 
RenewablesIncreases of $32 million from the consolidation of the DGPV Holdco Entities, increase of $22 million in wind projects primarily related to a $17 million increase due to the completion of the repowering of Elbow Creek and Wildorado, an increase of $21 million due to the Oahu and Kawailoa facilities achieving COD in late 2019 and a $9 million increase due to the prior year outage at CVSR.84 
ThermalDecreases of $5 million related to the sale of Dover on March 2, 2020 and $3 million primarily due to decrease in volumetric sales at certain locations related to COVID-19, offset by an increase of $3 million related to the acquisition of the Duquesne University Energy System on May 1, 2019(5)
$168 
Operations and Maintenance Expense
 Conventional Renewables Thermal Total
 (In millions)   
Year ended December 31, 2016$32
 $96
 $48
 $176
Year ended December 31, 201530
 99
 51
 180
Operations and maintenance expense decreasedincreased by $4$28 million during the year ended December 31, 2016,2020 compared to the same period in 2015, driven by:2019, due to a $17 million increase in the Conventional segment primarily related to the acquisition of the Carlsbad Energy Center in December 2019 and an $11 million increase in maintenance primarily related to the consolidation of the DGPV Holdco entities within the Renewables segment.
Depreciation, Amortization and Accretion
 (In millions)
Increase in Conventional segment primarily due to Walnut Creek forced outages in 2016, compared to the forced outages at El Segundo in 2015$2
Decrease in Renewables segment primarily due to insurance proceeds received at Wildorado in 2016 in connection with a 2014 wind outage claim(3)
Decrease in Thermal segment primarily due to acceleration of maintenance work on thermal facilities into 2015(3)
 $(4)
Other Costs of Operations
Other costs of operations decreased    Depreciation, amortization and accretion expense increased by $7$27 million during the year ended December 31, 2016,2020, compared to the same period in 2015, primarily2019, due to lower assessmentsa $30 million increase in the Conventional segment related to the acquisition of Carlsbad Energy in December 2019 and a $3 million increase in the Thermal segment due primarily to accelerated depreciation related to Duquesne, partially offset by a $6 million decrease in the Renewables segment. In 2019, the Company accelerated depreciation at the Wildorado and Elbow Creek projects, in connection with the repowering activities, which resulted in additional depreciation expense for property taxes at Alta Xthe two projects of $39 million in the prior period. The current period includes incremental depreciation of $33 million consisting of accelerated depreciation of approximately $11 million for the repowering of Pinnacle, additional depreciation of $11 million related to the Oahu and XIKawailoa projects which reached COD in late 2019 and NRG Wind TE Holdco.$11 million of additional depreciation due to the consolidation of the Chestnut and CS4 Funds in May 2020.
General and Administrative ExpensesImpairment Losses
General and administrative expenses increased by $4    The Company recorded impairment losses of $24 million for the year ended December 31, 20162020, primarily related to several wind projects within the Renewables segment, as further described in Item 15 — Note 9, Asset Impairments.
General and Administrative Expenses
    General and administrative expenses increased by $6 million for the year ended December 31, 2020 compared to the same period in 2015,2019, primarily due to new executive compensationan increase in 2016,MSA fees charged by CEG and an increase in base management feepersonnel costs.
Transaction and Integration Costs
Transaction and integration expenses increased $6 million for the Management Services Agreement with NRG in connection with the acquisition of the Drop Down Assets.


Impairment Losses
For the year ended December 31, 2016,2020 compared to the Company recorded impairment losses of $185 million,same period in 2019 primarily due to the impairmentsincreased number of property, plantDrop Down transactions.
Equity in Earnings of Unconsolidated Affiliates
    Equity in earnings of unconsolidated affiliates decreased by $76 million during the year ended December 31, 2020 compared to the same period in 2019. This change was driven by decreases in HLBV earnings for the DGPV Holdco Entities, as well as HLBV losses for Mesquite Star which was acquired September 1, 2020, partially offset by increases in HLBV earnings for the Desert Sunlight, RPV and equipment for Elbow Creek, Goat Wind, and Forward,Utah investments.
47
Impairment Loss on Investment
The Company recorded an $8 million impairment loss during the year ended December 31, 2020, related to San Juan Mesa, an equity method investment within the Renewables segment as further described in Item 15 — Note 9, Asset Impairments,.
Gain on Sale of Unconsolidated Affiliate
On May 14, 2020, the Company sold its interests in RPV Holdco 1 LLC to the Consolidated Financial Statements, a third party which resulted in a gain on sale of investment of approximately $49 million, as well as in Critical Accounting Policies and Estimates in this Item 7 below. Because the projects were acquired from NRG and related to interests under common control by NRG, the property, plant and equipment for these assets was recorded at historical cost of $298 million rather than estimated fair value of $132 million at the acquisition date. The three projects were acquired as part of the November 2015 Drop Down Assets.  As discussedfurther described in Item 15 — Note 3, Business Acquisitions, the historical cost for November 2015 Drop Down Assets was $369 million for the net assets, which was higher than the fair value paid of $207 million.  The difference between the historical cost of net assetsAcquisition and the fair value paid for the November 2015 Drop Down Assets was recorded to contributed capital on the Company’s consolidated balance sheet.Dispositions.
Loss on Debt Extinguishment
AThe Company recorded loss on debt extinguishment of $9 million was recorded for the year ended December 31, 2015, driven by the refinancing of the El Segundo credit facility and the termination of the interest rate swaps for Alta Wind X and XI in connection with the sale of an economic interest in Alta TE Holdco to a financial institution as further described in Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, to the Consolidated Financial Statements.
Equity in Earnings of Unconsolidated Affiliates
Equity in earnings of unconsolidated affiliates increased by $29$24 million during the year ended December 31, 2016, compared2020, primarily related to the same periodrepayment of debt and related refinancing activities in 2015, primarily due to an increasethe Renewables segment as further described in equity earnings from Desert Sunlight, which was acquired in June 2015, DGPV Holdco 1 and RPV Holdco, partially offset by losses from Elkhorn Ridge.Item 15 — Note 10, Long-term Debt.
Interest Expense
Interest expense increased by $14$11 million during the year ended December 31, 2016,2020 compared to the same period in 2015,2019 primarily due to:
(In millions)
Additional interest expense for Carlsbad Energy Center which was acquired on December 5, 2019$27 
Increase in Corporate interest expense due primarily to additional revolver borrowings and the issuance of the additional Senior Notes due 20288 
Change in fair value of interest rate swaps6 
Reclassification of earnings previously deferred in Accumulated Other Comprehensive Income to the statement of operations in connection with project-level debt refinancing activities(8)
Decrease in interest expense due to lower principal balances of project level debt primarily related to refinancing, offset slightly by an increase in interest expense related to Oahu and Kawailoa which were capitalized in 2019 and the consolidation of the DGPV Holdco Entities in 2020(22)
$11 
 (In millions)
Amortization of the fair value of interest rate swaps primarily acquired with the January 2015 Drop Down Assets and November 2015 Drop Down Assets$10
Issuance of 2026 Senior Notes in August 20167
Utah Solar Portfolio debt assumed in connection with the March 2017 Drop Down Assets6
Intercompany debt issued with Yield, Inc. in 2015, due 20205
Issuance of 2037 CVSR Holdco Notes in July 20164
Higher revolving credit facility borrowings in 20162
Repricing of project-level financing arrangements and lower principal balances(20)
 $14

IncomeNet Loss Attributable to Noncontrolling Interests
For the year ended December 31, 2016,2020, the Company had a net loss of $111$87 million attributable to noncontrolling interests with respect to its tax equity financing arrangements and the application of the HLBV method, which was primarily relatedas well as a net loss of $26 million attributable to the impairment losses described above.CEG's economic interest in Repowering, Oahu and Kawailoa partnerships.
    For the year ended December 31, 2015,2019, the Company had a net loss of $62$57 million attributable to noncontrolling interests with respect to its tax equity financing arrangements and the application of the HLBV method.method, as well as a net loss of $21 million attributable to CEG's economic interest in Repowering, Oahu and Kawailoa partnerships. The losses were partially offset by $7 million of income attributable to a third party's interest in the Kawailoa partnership.
48


Liquidity and Capital Resources
The Company's principal liquidity requirements are to meet its financial commitments, finance current operations, fund capital expenditures, including acquisitions from time to time, service debt and pay distributions. As a normal part of the Company's business, depending on market conditions, the Company will from time to time consider opportunities to repay, redeem, repurchase or refinance its indebtedness. Changes in the Company's operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause the Company to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions.
Current Liquidity Position
As of December 31, 20172020 and 2016,2019, the Company's liquidity was approximately $680$894 million and $932$839 million, respectively, comprised of cash, restricted cash and availability under the Company's revolving credit facility.
As of December 31,
20202019
(In millions)
Cash and cash equivalents:
Clearway Energy LLC, excluding subsidiaries$119 $27 
Subsidiaries149 125 
Restricted cash:
Operating accounts73 129 
Reserves, including debt service, distributions, performance obligations and other reserves124 133 
Total cash, cash equivalents and restricted cash$465 $414 
Revolving credit facility availability$429 $425 
Total liquidity$894 $839 
 As of December 31,
 2017 2016
 (In millions)
Cash and cash equivalents$146
 $321
Restricted cash - operating86
 76
Restricted cash - reserves 
82
 100
Total314
 497
Total credit facility availability366
 435
Total liquidity$680
 $932
The Company's liquidity includes $168$197 million and $176$262 million of restricted cash balances as of December 31, 20172020 and 20162019, respectively. Restricted cash consists primarily of funds to satisfy the requirements of certain debt arrangements and funds held within the Company's projects that are restricted in their use.Of these funds asAs of December 31, 2017,2020, these restricted funds were comprised of $73 million designated to fund operating expenses, approximately $25$24 million is designated for current debt service payments, $25 million is designated to fund operating expenses and $36 million is designated for distributions to the Company, with the remaining $82$45 million restricted for reserves including debt service, performance obligations and other reserves, as well as capital expenditures. The remaining $55 million is held in distribution reserve accounts.
The Company's various financing arrangements are described in Item 15 —Note 10, Long-term Debt, to the Consolidated Financial Statements. As of December 31, 2017, $552020, the Company had no outstanding borrowings under the revolving credit facility and $66 million of borrowings and $74 million ofin letters of credit wereoutstanding. During the year ended December 31, 2020, the Company borrowed $265 million under the revolving credit facility, and subsequently repaid $265 million utilizing the proceeds from the issuance of additional 2028 Senior Notes, as described below, and cash on hand.The Company had $195 million outstanding under the revolving credit facility.facility and a total of $70 million in letters of credit outstanding as of February 26, 2021.
    On July 1, 2020, PG&E emerged from bankruptcy and assumed the Company's contracts without modification. Subsequent to July 1, 2020, the Company collected all remaining receivables due from PG&E for pre-petition periods and received all distributions that were previously restricted from subsidiaries affected by the PG&E Bankruptcy.
Management believes that the Company's liquidity position, cash flows from operations and availability under its revolving credit facility will be adequate to meet the Company's financial commitments; debt service obligations; growth, operating and maintenance capital expenditures; and to fund distributions to Yield,Clearway, Inc. and NRG.Clearway Energy Group, LLC.  Management continues to regularly monitor the Company's ability to finance the needs of its operating, financing and investing activity within the dictates of prudent balance sheet management.

49

NRG Transaction and Related Liquidity Considerations
On February 6, 2018, NRG entered into agreements for the sale of 100% of its interest in NRG Yield, Inc. and its renewable energy development and operations platform, or the NRG Transaction. In connection with this, the Company entered into a Consent and Indemnity Agreement with NRG and Global Infrastructure Partners. For further discussion of the NRG Transaction and the related ROFO impacts, refer to Item 1 — Business, as well as, Item 15 — Note 1, Nature of Business.
As part of the Consent and Indemnity Agreement, GIP has arranged a $1.5 billion backstop credit facility to manage any change of control costs associated with NRG Yield's corporate debt. In addition, GIP has committed to provide $400 million in financing support for the Carlsbad Energy Center transaction, which would be exercised if necessary.
On February 6, 2018, NRG Yield Operating LLC and NRG Yield LLC amended the revolving credit facility to modify the change of control provisions to permit the consummation of the NRG Transaction, and also to permit NRG Yield Operating LLC, NRG Yield LLC and certain subsidiaries to incur up to $1.5 billion of unsecured indebtedness in order to repurchase or make other required cash payments, in each case if applicable, with respect to NRG Yield Operating LLC’s outstanding senior notes and NRG Yield's outstanding convertible notes in connection with the NRG Transaction.
Credit Ratings
Credit rating agencies rate a firm's public debt securities. These ratings are utilized by the debt markets in evaluating a firm's credit risk. Ratings influence the price paid to issue new debt securities by indicating to the market the Company's ability to pay principal, interest and preferred dividends. Rating agencies evaluate a firm's industry, cash flow, leverage, liquidity and hedge profile, among other factors, in their credit analysis of a firm's credit risk. As of December 31, 2017,2020, the Company's 20242025 Senior Notes, 2026 Senior Notes, and 20262028 Senior Notes are rated BB by S&P and Ba2 by Moody's. The ratings outlook is stable.
On February 7, 2018, S&P and Moody's reaffirmed the ratings outlook as stable.
Sources of Liquidity
The Company's principal sources of liquidity include cash on hand, cash generated from operations, proceeds from sales of assets, borrowings under new and existing financing arrangements and the issuance of additional equity and debt securities by Yield,Clearway, Inc. or the Company as appropriate given market conditions. As described in Item 15—15 — Note 10, Long-term Debt, to the Consolidated Financial Statements, and above in Significant Events During the Year Ended December 31, 2017,the Company's financing arrangements consist of corporate level debt, which includes Senior Notes, intercompany borrowings with Clearway, Inc., and the revolving credit facility, the 2024 Senior Notes, the 2026 Senior Notes, its intercompany borrowings with Yield, Inc.ATM Programs, and project-level financings for its various assets.
At-the-Market Equity Offering ProgramRevolving Credit Facility
In 2016, NRG Yield, Inc.The Company has a total of $429 million available under the revolving credit facility as of December 31, 2020. The facility will continue to be used for general corporate purposes including financing of future acquisitions and posting letters of credit.
DG-CS Master Borrower LLC
On November 2, 2020, DG-CS Master Borrower LLC, a wholly owned subsidiary of Clearway Energy Operating LLC, entered into an equity distribution agreement, or EDA, with Barclays Capital Inc., Credit Suisse Securities (USA)a financing arrangement, which included the issuance of a $467 million term loan, as well as $30 million in letters of credit in support of debt service. The notes bear interest at 3.51% and mature on September 30, 2040. The proceeds from the loan were utilized to repay existing project-level debt outstanding for Chestnut Borrower LLC, J.P. Morgan SecuritiesRenew Solar CS 4 Borrower LLC, DGPV 4 Borrower LLC and RBC Capital Markets,Puma Class B LLC of $107 million, $102 million, $92 million and $73 million, respectively and unwind related interest rate swaps in the amount of $42 million. The remaining proceeds were utilized to pay related fees and expenses and in part to acquire the Class B membership interests in the DGPV Holdco Entities and an SREC contract from CEG as sales agents. Pursuantfurther described in Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities.
Utah Solar Holdings, LLC
On September 1, 2020, Utah Solar Holdings, LLC, or Utah Solar, entered into a financing arrangement, which included the issuance of approximately $296 million in senior secured notes supported by the Company’s interest in the Four Brothers, Granite Mountain and Iron Springs projects, or the Utah projects (previously defined as the Utah Solar Portfolio). The notes bear interest at 3.59% per annum and mature on December 31, 2036. The proceeds from the issuance were utilized to repay existing debt outstanding of approximately $247 million for the termsUtah projects and to unwind the related interest rate swaps in the amount of $33 million. The remaining proceeds were utilized to pay related fees and expenses, with the remaining $9 million distributed to Clearway Energy Operating LLC.
NIMH Solar LLC
On September 30, 2020, the Alpine, Blythe and Roadrunner projects were transferred under NIMH Solar LLC, a wholly owned subsidiary of Clearway Energy Operating LLC. Concurrently, total project-level debt outstanding for Alpine, Blythe and Roadrunner of $158 million was assigned to NIMH Solar LLC. The consolidated facility was amended to a term loan for$193 million, as well as $16 million in letters of credit in support of debt service and project obligations. The term loan bears annual interest at an annual rate of LIBOR, plus an applicable margin, which is 2.00% per annum through the third anniversary of closing, and 2.125% per annum thereafter through the maturity date in September 2024. As a result of the EDA, NRG Yield, Inc. may offeramendment the Company received $35 million and sell sharesthe funds were utilized to pay related fees and expenses and along with existing project level cash provided a distribution to Clearway Energy Operating LLC of its Class C common stock par value $0.01 per share, from time to time through$45 million. The obligations under the sales agents, as NRG Yield, Inc.’s sales agents forfinancing arrangement are supported by the offer andCompany’s interests in the projects.
50
2028 Senior Notes
On May 21, 2020, Clearway Energy Operating LLC completed the sale of the shares, up to an additional $250 million aggregate sales price of $150,000,000 through an at-the-market equity offering program, or ATM Program. NRG Yield, Inc. may also sell shares of its Class C common stock to anyprincipal amount of the sales agents,2028 Senior Notes. The 2028 Senior Notes bear interest at 4.75% and mature on March 15, 2028. The net proceeds were utilized to repay the $45 million outstanding principal amount of the Company's 2020 Convertible Notes on June 1, 2020, as principalswell as repay amounts outstanding under the Company’s revolving credit facility and for its own account, at a price agreed upon at the time of sale. general corporate purposes.
ATM Programs
As of December 31, 2017, Yield, Inc. issued 1,921,866 shares of Class C common stock under the ATM Program for gross proceeds of $35 million and incurred commission fees of $346 thousand. At December 31, 2017,2020, approximately $115$126 million of Class C common stock remains available for issuance under the 2020 ATM Program. Yield, Inc. usedDuring the year ended December 31, 2020, the Company sold 2,690,455 shares of Class C common stock for net proceeds of $63 million under the ATM Programs. The Company utilized the proceeds to acquire 1,921,8662,690,455 Class C units from Yieldof Clearway Energy LLC. The Company concluded the 2016 ATM program on June 30, 2020.
Thermal FinancingSale of Interest in RPV Holdco 1
On May 14, 2020, the Company sold its interests in RPV Holdco 1 LLC to a third party for net proceeds of approximately $75 million.
Sale of Energy Center Dover LLC and Energy Center Smyrna LLC Assets
On March 16, 2017, NRG3, 2020, the Company, through Thermal LLC, sold 100% of its interests in Energy Center MinneapolisDover LLC a subsidiary of the Company, amended the shelf facility of its existing Thermal financing arrangement to allow for the issuance of an additional $10 million of Series F notes at a 4.60% interest rate, or the Series F Notes, increasing the total principal amount of notes available for issuance under the shelf facility to $80 million. The Series F Notes are secured by substantially all of the assets of NRGand Energy Center Minneapolis LLC. NRG ThermalSmyrna LLC has guaranteed the indebtedness and its guarantee is secured by a pledge of the equity interests in all of NRG Thermal LLC’s subsidiaries.
to DB Energy Assets, LLC for approximately $15 million.



Uses of Liquidity
The Company's requirements for liquidity and capital resources, other than for operating its facilities, are categorized as: (i) debt service obligations, as described more fully in Item 15 — Note 10, Long-term Debt, to the Consolidated Financial Statements; (ii) capital expenditures; (iii) acquisitions and investments; and (iv) distributions.
51
Debt Service Obligations
Principal payments on debt as of December 31, 2017,2020, are due in the following periods:
Description20212022202320242025There- afterTotal
(In millions)
Intercompany Note with Clearway Energy, Inc.$1 — — — — — $1 
Clearway Energy Operating LLC Senior Notes, due 2025— — — — 600 — 600 
Clearway Energy Operating LLC Senior Notes, due 2026— — — — — 350 350 
Clearway Energy Operating LLC Senior Notes, due 2028— — — — — 850 850 
Total Corporate-level debt1 — — — 600 1,200 1,801 
Project-level debt:
Alta Wind I-V lease financing arrangements, due 2034 and 203545 47 49 51 54 554 800 
Alta Wind Asset Management LLC1 1 1 1 1 9 14 
Alta Wind Realty Investments LLC, due 20312 2 2 2 2 15 25 
Borrego, due 2024 and 20383 3 3 3 3 42 57 
Buckthorn Solar, due 20253 3 4 4 112 — 126 
Carlsbad Holdco, due 20386 7 2 2 3 190 210 
Carlsbad Energy Holdings LLC, due 202720 21 22 23 25 45 156 
Carlsbad Energy Holdings LLC, due 2038— — — — — 407 407 
CVSR, due 203723 25 26 28 30 543 675 
CVSR Holdco Notes, due 20377 9 9 9 9 133 176 
DG-CS Master Borrower LLC, due 204026 28 28 29 30 326 467 
Duquesne, due 2059— — — — — 95 95 
El Segundo Energy Center, due 202357 63 130 — — — 250 
Energy Center Minneapolis Series D, E, F, G, H Notes, due 2025-2037— — — — 4 323 327 
Laredo Ridge, due 20286 7 7 9 11 38 78 
Kawailoa Solar Portfolio LLC, due 20262 2 2 3 3 69 81 
Marsh Landing, due 202362 65 19 — — — 146 
NIMH Solar, due 202414 14 14 149 — — 191 
Oahu Solar Holdings LLC, due 20263 3 3 3 3 74 89 
Rosie Class B, due 20272 2 3 3 3 67 80 
Tapestry, due 203110 11 11 12 13 86 143 
Utah Solar Holdings, due 203617 16 15 14 14 214 290 
Walnut Creek, due 202353 55 18 — — — 126 
WCEP Holdings, LLC due 20234 5 26 — — — 35 
Other18 18 37 14 14 98 199 
   Total project-level debt384 407 431 359 334 3,328 5,243 
Total debt$385 $407 $431 $359 $934 $4,528 $7,044 
Description2018 2019 2020 2021 2022 There - after Total
 (In millions)
Long-term debt - affiliate, due 2019$—
 $337
 $—
 $—
 $—
 $—
 $337
Long-term debt - affiliate, due 2020—
 —
 281
 —
 —
 —
 281
NRG Yield Operating LLC Senior Notes, due 2024—
 —
 —
 —
 —
 500
 500
NRG Yield Operating LLC Senior Notes, due 2026—
 —
 —
 —
 —
 350
 350
NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility, due 2019—
 55
 —
 —
 —
 —
 55
   Total Corporate-level debt—
 392
 281
 —
 —
 850
 1,523
Project-level debt:            

Agua Caliente Borrower 2, due 20381
 1
 1
 1
 1
 36
 41
Alpine, due 20228
 8
 8
 8
 103
 —
 135
Alta Wind I - V lease financing arrangements, due 2034 and 203540
 41
 45
 45
 47
 708
 926
CVSR, due 203726
 24
 21
 23
 25
 627
 746
CVSR Holdco Notes, due 20376
 6
 6
 7
 9
 160
 194
El Segundo Energy Center, due 202348
 49
 53
 57
 63
 130
 400
Energy Center Minneapolis, due 20257
 11
 11
 11
 11
 32
 83
Energy Center Minneapolis Series D Notes, due 2031—
 —
 —
 —
 —
 125
 125
Laredo Ridge, due 20285
 5
 6
 6
 7
 66
 95
Marsh Landing, due 202355
 57
 60
 62
 65
 19
 318
Tapestry, due 202111
 11
 11
 129
 —
 —
 162
Utah Solar Portfolio, due 202212
 14
 13
 13
 226
 —
 278
Viento, due 202316
 18
 16
 16
 17
 80
 163
Walnut Creek, due 202345
 47
 49
 52
 55
 19
 267
Other26
 30
 69
 25
 24
 269
 443
   Total project-level debt306
 322
 369
 455
 653
 2,271
 4,376
Total debt$306
 $714
 $650
 $455
 $653
 $3,121
 $5,899


Capital Expenditures
The Company's capital spending program is mainly focused on maintenance capital expenditures, consisting of costs to maintain the assets currently operating, such as costs to replace or refurbish assets during routine maintenance, and growth capital expenditures consisting of costs to construct new assets, costs to complete the construction of assets where construction is in process, and capital expenditures related to acquiring additional thermal customers.
52
    For the years ended December 31, 20172020, 2016,2019, and 2015,2018, the Company used approximately $31$124 million, $20$228 million, and $29$83 million, respectively, to fund capital expenditures, includingmaintenance capital expenditures of $27$23 million,$16 $22 million and $20$36 million, respectively.Growth capital expenditures in 20172020 include $59 million in the Renewables segment, $48 million of which were incurred in primarilyconnection with the repowering of Elbow Creek and Wildorado facilities completed in the first quarter of 2020, $3 million incurred in connection with the Rosamond project, and $8 million incurred in the Oahu Partnership and the Kawailoa Partnership. In addition, the conventional segment incurred growth capital expenditures of $8 million related to the Marsh Landing black start project.The Company also incurred $34 million of growth capital expenditures in the Thermal segment and relate to servicing new customers in district energy centers.connection with various development projects.
    Growth capital expenditures in 20162019 include $180 million in the Renewables segment, $157 million of which were incurred in connection with the Repowering Partnership entered by the Company in August 2018, as well as $29 million incurred in the Oahu Partnership and 2015 primarily related to the servicing new customersKawailoa Partnership.
Growth capital expenditures in district energy centers within2018 include $33 million in the ThermalRenewables segment andin connection with the construction of the Company's solar generating assets. TheBuckthorn Solar Drop Down Asset, of which $10 million was incurred by NRG during the construction of Buckthorn Solar prior to its acquisition by the Company develops annual capital spending plans based on projected requirements for maintenance and growth capital.March 30, 2018.
    The Company estimates $32$28 million of maintenance capital expenditures for 2018. 2021. These estimates are subject to continuing review and adjustment and actual capital expenditures may vary from these estimates.
Acquisitions and Investments


The Company intends to acquire generation and thermal infrastructure assets developed and constructed by NRG or other third parties in the future,CEG, as well as generation and thermal infrastructure assets from third parties where the Company believes its knowledge of the market and operating expertise provides a competitive advantage, and to utilize such acquisitions as a means to grow its CAFD.
Mt Storm Agreement — On February 24, 2017,10, 2021, the Company amended and restated the ROFO Agreement, expanding the ROFO Assets pipeline with the addition of 234 net MW of utility-scale solar projects, consisting of Buckthorn Solar, a 154 net MW solar facility in Texas, and Hawaii solar projects, which have a combined capacity of 80 net MW.
On February 6, 2018, the Company entered intoreached an agreement with NRG to purchaseacquire 100% of the membershipequity interests in CarlsbadMount Storm Holdings I LLC, or Mt Storm, for approximately $96 million subject to certain purchase price adjustments. Mt Storm is a 264 MW wind project located in Grant County, West Virginia. The transaction is subject to customary regulatory approvals.
Agua Caliente Acquisition — On February 3, 2021, the Company acquired an additional 35% equity interest in the Agua Caliente solar project from NRG Energy, HoldingsInc. for $202 million. Agua Caliente is a 290 MW solar project located in Dateland, Arizona in which the Company previously owned a 16% equity interest. The project has a 25-year PPA with PG&E, with approximately 19 years remaining under the agreement. Following the close of the transaction the Company will own a 51% equity interest in Agua Caliente.
Rattlesnake Drop Down — On January 12, 2021, the Company acquired 100% of CEG's equity interest and a third party investor's minority interest in Rattlesnake Flat, LLC, which indirectly owns the Carlsbad project,Rattlesnake Wind Project, a 527160 net MW natural gas fired projectwind facility located in Carlsbad, CA, pursuant to the ROFO Agreement. The purchase priceAdams County, WA which achieved commercial operations in January 2021, for the transaction is $365$132 million in cash consideration subjectand expects its net capital commitment to customary working capitalbe $119 million after proceeds from a state sales and other adjustments. The transaction isuse tax refund which are expected to close during the fourth quarter of 2018 and is contingent upon the consummationbe received in 2021.
Lighthouse Partnership Agreements— On December 21, 2020, subsidiaries of the NRG Transaction.
On January 24, 2018,Company entered into the Lighthouse Partnership Agreements providing for the Company’s co-investment in a 1,204 MW portfolio of renewable energy projects developed by CEG. In addition, the agreements included an amendment of the partnership that owns the 419 MW Mesquite Star wind project, providing the Company entered intowith additional project cash flows after the first half of 2031. As described below, the Company had previously acquired an agreement with NRG to purchase 100% of NRG's ownership interest in Buckthorn Solar pursuant to the ROFO Agreement for cash considerationMesquite Star Pledgor LLC, which was subsequently renamed Lighthouse Renewable Holdco LLC. The 1,204 MW portfolio of $42 million, subject to other adjustments. renewable energy projects includes:
◦Five geographically diversified wind, solar and solar plus storage assets under development totaling 1,012 MW, and
◦The transaction is expected to close during the first quarter of 2018.
As discussed192 MW Rosamond Central solar project, located in Item 1 — Note 3, Business Acquisitions, the Company completed the following acquisitions in 2017:
November 2017 Drop Down Assets — Kern County, California. On November 1, 2017,December 21, 2020, the Company acquired 100% of the Class A membership interests of Rosie Target Co LLC, which consolidates its interest in a 38 MW solar portfolio primarily comprised of assets from NRG's Solar Power Partners (SPP) funds and other projects developed by NRG,tax equity fund that owns the project, for $23 million in cash consideration and an additional $1 million adjustment concurrent with the tax equity investor's final funding which was paid in January 2021. Rosie Target Co LLC is a partnership, whose Class B membership interests are owned by a third party investor. The Company is entitled to a 50% cash equity interest in Rosamond Central through its Class A membership interests.
For the above-mentioned transactions, the Company expects to invest an estimated $215 million in corporate capital by the end of $742022, subject to closing adjustments and the projects achieving certain milestones. The expected net corporate capital
53
includes the $24 million including a working capitalalready invested in Rosamond Central in 2020 and the purchase price adjustment of $3 million, plus assumed non-recourse debt of $26 million.received concurrent with the partnership agreement amendment for Mesquite Star.
August 2017Langford Drop Down Assets — On August 1, 2017,November 20, 2020, the Company acquired from Clearway Renew LLC, a subsidiary of CEG, and a third party investor, 100% of the remaining 25% interestcash equity interests in NRG Wind TE Holdco, a portfolio of 12Langford Holding LLC, which owns the Langford wind projects, from NRGproject, for total cash consideration of $44 million, including a working capital adjustment of $3approximately $64 million. The transaction also includes potential additional payments to NRG dependent upon actual energy prices for merchant periods beginningLangford wind project is a 160 MW wind project located in 2027.West Texas which was repowered and achieved commercial operations in November 2020. The investment was funded with existing liquidity.
March 2017 Drop Down Assets DGPV Holdco Residual Interest from CEG — On March 27, 2017,November 2, 2020, the Company acquired the followingClass B membership interests in DGPV Holdco 1, DGPV Holdco 2 and DGPV Holdco 3, or DGPV Holdco Entities, as well as a SREC contract, from NRG: (i) Agua Caliente Borrower 2Renew DG Holdings LLC, which owns a 16%subsidiary of CEG for $44 million in cash consideration. In connection with the acquisition of the Class B membership interests, the Company consolidated their interest (approximately 31% of NRG's 51% interest) in the Agua Calienteunderlying distributed solar farm, onetax equity funds within DGPV Holdco 1 and DGPV Holdco 2. The Company had previously consolidated DGPV Holdco 3 effective in May 2020.
    DG Investment Partnerships with CEG — Prior to the acquisition of CEG's Class B membership interests mentioned above, the ROFO Assets, representing ownership ofCompany invested approximately 46 net MW of capacity, and (ii) NRG's$10 million in the DG investment partnerships with CEG during 2020, bringing total capital invested in these investment partnerships to $266 million.
Mesquite Star Drop Down — OnSeptember 1, 2020, the Company, through its indirect subsidiary Mesquite Star HoldCo LLC, acquired the Class A membership interests in seven utility-scale solar farms locatedMesquite Star Pledgor LLC from Clearway Renew LLC, a subsidiary of CEG, for $74 million in Utah, which are partcash consideration inclusive of a purchase price adjustment received in the fourth quarter of 2020 concurrent with the partnership amendment referenced below. Mesquite Star Pledgor LLC is the primary beneficiary and consolidates its interest in a tax equity structurefund that owns the Mesquite Star wind project, a 419 MW utility scale wind project located in Fisher County, Texas. A majority of the project’s output is backed by contracts with Dominion Solar Projects III, Inc., or Dominion, from whichinvestment grade counterparties with a 12 year weighted average contract life. As described above, Mesquite Star Pledgor LLC was renamed Lighthouse Renewable Holdco LLC and the Class B membership interests were sold to a third party investor.The investor and the Company would receive 50%amended the terms of cashthe related partnership and as a result, the Company now consolidates its interest in the Mesquite Star wind project, through its consolidation of Lighthouse Renewable Holdco LLC.
Agreements to be distributed. The Company paid cash considerationAcquire and Invest in a Portfolio of $132 million,
Investment Partnership with NRG
Renewable Energy Projects from CEG — On September 26, 2017,April 17, 2020, the Company entered into an additional partnership with NRG by forming NRG DGPV Holdco 3binding agreements related to the previously announced dropdown offer from CEG to enable the Company to acquire and invest in a portfolio of renewable energy projects. The following projects are included in the drop down agreements.
•CEG's interest in Repowering Partnership II LLC or DGPV Holdco 3, in(Repowering 1.0), which the Company wouldacquired on May 11, 2020 for cash consideration of $70 million,
•100% of the equity interests in Rattlesnake Flat, LLC, which owns the Rattlesnake Wind Project, a 160 net MW wind facility located in Adams County, WA which the company acquired on January 12, 2021 as mentioned above, and
•On February 26, 2021, the Company, through an indirect subsidiary, entered into an amended partnership agreement with CEG to repower the Pinnacle Wind Project, a 55 net MW wind facility located in Mineral County, WV. The amended agreement commits the Company to invest up to $50an estimated $67 million in net corporate capital, subject to closing adjustments, and no longer requires an operating portfolioadditional payment in 2031. The existing Pinnacle Wind power purchase agreements will continue to run through 2031. Commercial operations and corporate capital funding for the Pinnacle Wind Repowering Partnership are expected to occur in the second half of distributed solar assets, primarily comprised of community solar projects, developed by NRG. The Company owns approximately 43 MW of distributed solar capacity, based on cash to be distributed, with a weighted average contract life of approximately 20 years as of December 31, 2017.2021.
DuringFor the year ended December 31, 2017,above mentioned transactions, the agreements commit the Company invested $64to invest an estimated $256 million in distributed generation partnerships with NRG.net corporate capital, subject to closing adjustments.
2020 Convertible Notes
On June 1, 2020, the Company repaid at maturity its outstanding $45 million of 2020 Convertible Notes utilizing the proceeds from the issuance of additional 2028 Senior Notes as described above.
54
Cash Distributions to Yield,Clearway, Inc. and NRGCEG
The Company intends to distribute to its unit holders in the form of a quarterly distribution all of the CAFD that is generated each quarter less reserves for the prudent conduct of the business, including among others, maintenance capital expenditures to maintain the operating capacity of the assets. CAFD is defined as net income before interest expense, income taxes, depreciation and amortization,Adjusted EBITDA plus cash distributionsdistributions/return of investment from unconsolidated affiliates, adjustments to reflect CAFD generated by unconsolidated investments that were not able to distribute project dividends prior to PG&E's emergence from bankruptcy on July 1, 2020 and subsequent release post-bankruptcy, cash receipts from notes receivable, cash distributions from noncontrolling interests, adjustments to reflect sales-type lease cash payments, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata Adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness, andWalnut Creek investment payments, changes in prepaid and accrued capacity payments.payments, and adjusted for development expenses. Distributions on units are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations. The Company expects that, based on current circumstances, comparable distributions will continue to be paid in the foreseeable future.


The following table lists the distributions paid on the Company's Class A, Class B, Class C and Class D units during the year ended December 31, 2017:2020:
Fourth Quarter 2020Third Quarter 2020Second Quarter 2020First Quarter 2020
Distributions per Class A and Class B unit$0.3180 $0.3125 $0.2100 $0.2100 
Distributions per Class C and Class D unit$0.3180 $0.3125 $0.2100 $0.2100 
 Fourth Quarter 2017 Third Quarter 2017 Second Quarter 2017 First Quarter 2017
Distributions per Class A and Class B unit$0.288
 $0.28
 $0.27
 $0.26
Distributions per Class C and Class D unit$0.288
 $0.28
 $0.27
 $0.26
On February 15, 2018,12, 2021, the Company declared a quarterly distribution on its Class A, Class B, Class C and Class D units of $0.298$0.324 per unit payable on March 15, 2018.2021.


55


Financial Disclosures About Guarantors and Issuers of Guaranteed Registered Securities
As of December 31, 2020, Clearway Energy Operating LLC had the following outstanding registered senior notes: $600 million of the 2025 Senior Notes and $350 million of the 2026 Senior Notes as further described in Note 10, Long-term Debt. These Senior Notes are guaranteed by the Company, as well as certain of the Company's wholly owned subsidiaries, or guarantor subsidiaries. These guarantees are full, irrevocable, unconditional, absolute, joint and several, and cover all payment obligations arising under such Senior Notes. The non-guarantor subsidiaries include the rest of the Company's subsidiaries, including the subsidiaries that are subject to project financing.
Clearway Energy Operating LLC conducts much of its business through and derives much of its income from its subsidiaries. Therefore, its ability to make required payments with respect to its indebtedness and other obligations depends on the financial results and condition of its subsidiaries and Clearway Energy Operating LLC's ability to receive funds from its subsidiaries. There are no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to Clearway Energy Operating LLC. However, there may be restrictions for certain non-guarantor subsidiaries.
The following tables present summarized financial information for Clearway Energy Operating LLC, the issuer of the Senior Notes and the guarantor subsidiaries in accordance with Rule 3-10 under the SEC Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries operated as independent entities. Transactions between Clearway Energy Operating LLC and the guarantors have been eliminated and the summarized financial information does not reflect investments of Clearway Energy Operating LLC and the guarantors in the non-guarantor subsidiaries.

Balance Sheet data:December 31, 2020
(in millions)Clearway Energy Operating LLC (Senior Notes Issuer)Other Guarantor SubsidiariesTotal
Current assets$14 $5 $19 
Property, plant and equipment, net3 52 55 
Non-current assets336 10 346 
Current liabilities35 1 36 
Non-current liabilities$1,789 $19 $1,808 


Income Statement data:Year ended December 31, 2020
(in millions)Clearway Energy Operating LLC (Senior Notes Issuer)Other Guarantor SubsidiariesTotal
Operating revenues$3 $12 $15 
Gross profit— 11 11 
Net income (loss)(68)(18)(86)
Net (loss) income attributable to controlling interest$(52)$(17)$(69)

56
Cash Flow Discussion
Year Ended December 31, 20172020 Compared to Year Ended December 31, 20162019
The following table reflects the changes in cash flows for the year ended December 31, 2017, compared to 2016:
Year ended December 31,2017 2016 Change
(In millions) 
Net cash provided by operating activities$516
 $577
 $(61)
Net cash used in investing activities(283) (131) (152)
Net cash used in financing activities(416) (202) (214)
Net Cash Provided By Operating Activities
Changes to net cash provided by operating activities were driven by:(In millions)
Decrease in operating income adjusted for non-cash items driven by primarily by lower revenues in the Renewables segment in 2017 compared to 2016$(63)
Decrease in working capital driven primarily by the timing of accounts receivable collections, and inventory build up in the Renewables segment in connection with the transition to self operations, as well as higher prepaid expenses in 2017 compared to 2016(12)
Higher distributions from unconsolidated affiliates primarily due to the acquisition of the Utah Solar Portfolio, which was acquired by the Company in March 2017 and by NRG in November 201614
 $(61)
Net Cash Used In Investing Activities
Changes to net cash used in investing activities were driven by:(In millions)
Payments for the acquisition of the March 2017, August 2017, and November 2017 Drop Down Assets in 2017 compared to the payments made for the CVSR Drop Down in 2016$(173)
Higher return of investment from unconsolidated affiliates combined with lower investments primarily in DGPV HoldCo entities in 201729
Higher capital expenditures primarily related to maintenance capital expenditures at Walnut Creek as a result of the forced outages in 2017(11)
Higher insurance proceeds in 2017 in the Conventional segment compared to the insurance proceeds in 2016 in the Renewables segment3
 $(152)
Net Cash Used In Financing Activities
Changes in net cash used in financing activities were driven by:(In millions)
Increase in net contributions from noncontrolling interests due to higher production-based payments in 2017 compared to 2016$8
Lower net payments of distributions to NRG for the Drop Down Assets relating to the pre-acquisition period in 2017 compared to 2016164
Proceeds from the issuance of Class C units33
Net payments of $306 million under the revolving credit facility in 2016 compared to proceeds of $55 million in 2017361
Higher borrowing in 2016, primarily related to the 2026 Senior Notes and CVSR Holdco Notes due 2037 partially offset by higher repayments of long-term debt in 2017(751)
Increase in distributions paid to unit holders(29)
 $(214)



Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
The following table reflects the changes in cash flows for the year ended December 31, 2016,2020 compared to 2015:2019:
Year ended December 31,2016 2015 ChangeYear ended December 31,20202019Change
(In millions)(In millions) (In millions)
Net cash provided by operating activities$577
 $424
 $153
Net cash provided by operating activities$545 $469 $76 
Net cash used in investing activities(131) (1,098) 967
Net cash used in investing activities(62)(468)406 
Net cash (used in) provided by financing activities(202) 354
 (556)
Net cash used in financing activitiesNet cash used in financing activities(432)(170)(262)
Net Cash Provided Byby Operating Activities
Changes to net cash provided by operating activities were driven by:(In millions)
Increase in operating income adjusted for non-cash items driven by higher revenues mainly in the Renewables segment in 2016 compared to 2015$120
Changes in working capital driven primarily by the timing of accounts receivable collections in 2015 compared to 201635
Lower distributions from unconsolidated affiliates(2)
 $153
Changes to net cash provided by operating activities were driven by:(In millions)
Increase in operating income adjusted for non-cash items$77 
Increase in dividend distributions received from unconsolidated affiliates27 
Decrease in working capital driven primarily by the timing of accounts receivable collections and payments of accounts payable(28)
$76 
Net Cash Used In Investing Activities
Changes to net cash used in investing activities were driven by:(In millions)
Payments to acquire businesses, net of cash acquired, in 2015$37
Higher payments for the acquisition of the January 2015 and November 2015 Drop Down Assets in 2015 compared to the payments made for the CVSR Drop Down in 2016621
Decrease in capital expenditures primarily due to the completion of a project in the Thermal segment in 2015, as well as lower maintenance capital expenditures in 20169
Higher net investments in unconsolidated affiliates in 2015, primarily due to investment in Desert Sunlight305
Other(5)
 $967
Changes to net cash used in investing activities were driven by:(In millions)
Decrease in capital expenditures primarily driven by 2019 growth capital expenditures in the Renewables segment related to repowering of Elbow Creek and Wildorado$104 
Acquisition of Duquesne University District Energy System on May 1, 2019100 
Increase in proceeds received from sale of assets in 2020 primarily due to sale of RPV Holdco, Energy Center Dover LLC and Energy Center Smyrna LLC compared to the proceeds from the sale of HSD Solar in 201970 
Payments for partnership interests in 201948 
Decrease in cash paid for Drop Down Assets due to acquisition of Carlsbad in 2019 compared to Drop Down Assets acquired in 202039 
Increase in net distributions from unconsolidated affiliates in 202023 
Increase in cash due to consolidation of DGPV Holdco 3 LLC in May 202017 
Other5 
$406 
Net Cash (Used In) Provided ByUsed In Financing Activities
Changes in net cash used in financing activities were driven by:(In millions)
Increase in debt repayments in 2020 primarily driven by repayments of Renewable project level debt in 2020 partially offset by a reduction in Corporate level debt repayments in 2020 compared to 2019$(344)
Payment to buy out CEG's noncontrolling interest in Repowering Partnership II LLC on May 11, 2020(70)
Increase in dividends paid to unit holders in 2020(56)
Decrease in net proceeds received from equity issuance(38)
Decrease in net repayments of affiliate long-term debt in 2020 compared to 2019, primarily due to repayments in the first quarter 2019 to repay an intercompany demand note173 
Increase in net contributions received from noncontrolling interests in 2020 compared to 2019, primarily from tax equity contributions in Wildorado TE Holdco and Rosie TE Holdco received in 202073 
$(262)

57
Changes in net cash provided by financing activities were driven by:(In millions)
Higher payments of distributions to NRG from Drop Down Assets prior to the acquisition dates$(105)
Proceeds from sale of an economic interest in Alta TE Holdco in 2015, as further described in Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, compared to lower net contributions from tax equity investors in 2016
(117)
Proceeds from the issuance of Class C units in 2015(599)
Increase in distributions paid to unit holders(34)
Net repayments of $306 million under the revolving credit facility in 2016 compared to the net borrowings of $306 million in 2015(612)
Issuance of the Series D Notes in October 2016, 2026 Senior Notes in August 2016, and CVSR Holdco Notes, due 2037 in July 2016, partially offset by lower debt principal payments throughout 2016, compared to 2015919
Higher debt issuance costs paid in 2016(8)
 $(556)


Off-Balance Sheet Arrangements
Obligations under Certain Guarantee Contracts
The Company may enter into guarantee arrangements in the normal course of business to facilitate commercial transactions with third parties.
Retained or Contingent Interests
The Company does not have any material retained or contingent interests in assets transferred to an unconsolidated entity.
Obligations Arising Out of a Variable Interest in an Unconsolidated Entity
Variable interest in equity investments — As of December 31, 2017,2020, the Company has several investments with an ownership interest percentage of 50% or less in energy and an energy-related entitiesentity that areis accounted for under the equity method. NRG DGPV Holdco 1 LLC, NRG DGPV Holdco 2 LLC, NRG DGPV Holdco 3 LLC, NRG RPV Holdco 1 LLC and GenConn areis a variable interest entitiesentity for which the Company is not the primary beneficiary. The Company's pro-rata share of non-recourse debt held by unconsolidated affiliates was approximately $777$481 million as of December 31, 2017.2020. This indebtedness may restrict the ability of these subsidiaries to issue dividends or distributions to the Company. See also Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, to the Consolidated Financial Statements.
Contractual Obligations and Commercial Commitments
The Company has a variety of contractual obligations and other commercial commitments that represent prospective cash requirements in addition to the Company's capital expenditure programs. The following table summarizes the Company's contractual obligations. See Item 15 — Note 10,Long-term Debt, and Note 14, Commitments and Contingencies,,and Note 15, Leases to the Consolidated Financial Statements for additional discussion.
By Remaining Maturity at December 31,
20202019
Contractual Cash ObligationsUnder
1 Year		1-3 Years3-5 YearsOver
5 Years		TotalTotal
(In millions)
Long-term debt (including estimated interest)$710 $1,431 $1,809 $5,611 $9,561 $9,021 
Operating leases23 46 46 476 591 382 
Fuel purchase and transportation obligations9 5 — — 14 31 
Other liabilities (a)
37 39 35 182 293 302 
Total$779 $1,521 $1,890 $6,269 $10,459 $9,736 
 By Remaining Maturity at December 31,
 2017 2016
Contractual Cash Obligations
Under
1 Year
 1-3 Years 3-5 Years 
Over
5 Years
 Total Total
 (In millions)
Long-term debt (including estimated interest)$593
 $1,856
 $1,500
 $3,907
 $7,856
 $8,328
Operating leases9
 18
 18
 151
 196
 199
Fuel purchase and transportation obligations11
 8
 6
 16
 41
 45
Other liabilities (a)
29
 45
 29
 105
 208
 129
Total$642
 $1,927
 $1,553
 $4,179
 $8,301
 $8,701

(a) Includes water right agreements, service and maintenance agreements, and LTSA commitments.
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Fair Value of Derivative Instruments
The Company may enter into fuel purchase contracts and other energy-related financial instruments to mitigate variability in earnings due to fluctuations in spot market prices and to hedge fuel requirements at certain generation facilities. In addition, in order to mitigate interest rate risk associated with the issuance of variable rate debt, the Company enters into interest rate swap agreements.
The tables below disclose the activities of non-exchange traded contracts accounted for at fair value in accordance with ASC 820. Specifically, these tables disaggregate realized and unrealized changes in fair value; disaggregate estimated fair values at December 31, 20172020, based on their level within the fair value hierarchy defined in ASC 820; and indicate the maturities of contracts at December 31, 20172020. For a full discussion of the Company's valuation methodology of its contracts, see Derivative Fair Value Measurements in Item 15 —Note 6, Fair Value of Financial Instruments, to the Consolidated Financial Statements.
Derivative Activity (Losses)/Gains(In millions)
Fair value of contracts as of December 31, 2019$(92)
Contracts realized or otherwise settled during the period101 
Contracts added during the period(80)
     Changes in fair value(101)
Fair value of contracts as of December 31, 2020$(172)
Derivative Activity (Losses)/Gains(In millions)
Fair value of contracts as of December 31, 2016$(76)
Contracts realized or otherwise settled during the period32
Changes in fair value(2)
Fair value of contracts as of December 31, 2017$(46)

Fair value of contracts as of December 31, 2020
Maturity
Fair Value Hierarchy (Losses)/Gains1 Year or Less
Greater Than
1 Year to 3 Years
Greater Than
3 Years to 5 Years
Greater Than
5 Years
Total Fair
Value
(In millions)
Level 2(33)(47)(24)(24)(128)
Level 3(5)(8)(10)(21)(44)
Total$(38)$(55)$(34)$(45)$(172)


 Fair value of contracts as of December 31, 2017
 Maturity
Fair Value Hierarchy Losses1 Year or Less Greater Than
1 Year to 3 Years		 Greater Than
3 Years to 5 Years		 Greater Than
5 Years		 Total Fair
Value
 (In millions)
Level 216
 15
 9
 6
 46
The Company has elected to disclose derivative assets and liabilities on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level. As discussed below in Quantitative and Qualitative Disclosures about Market Risk -Commodity Price Risk, NRG, on behalf of the Company measures the sensitivity of the portfolio to potential changes in market prices using VaR, a statistical model which attempts to predict risk of loss based on market price and volatility. NRG'sThe Company's risk management policy places a limit on one-day holding period VaR, which limits the net open position.
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Critical Accounting Policies and Estimates
The Company's discussion and analysis of the financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements and related disclosures in compliance with GAAP requires the application of appropriate technical accounting rules and guidance as well as the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. The application of these policies necessarily involves judgments regarding future events, including the likelihood of success of particular projects, legal and regulatory challenges and the fair value of certain assets and liabilities. These judgments, in and of themselves, could materially affect the financial statements and disclosures based on varying assumptions, which may be appropriate to use. In addition, the financial and operating environment may also have a significant effect, not only on the operation of the business, but on the results reported through the application of accounting measures used in preparing the financial statements and related disclosures, even if the nature of the accounting policies has not changed.
On an ongoing basis, the Company evaluates these estimates, utilizing historic experience, consultation with experts and other methods the Company considers reasonable. Actual results may differ substantially from the Company's estimates. Any effects on the Company's business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the information that gives rise to the revision becomes known.
The Company's significant accounting policies are summarized in Item 15 — Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements. The Company identifies its most critical accounting policies as those that are the most pervasive and important to the portrayal of the Company's financial position and results of operations, and that require the most difficult, subjective and/or complex judgments by management regarding estimates about matters that are inherently uncertain. The Company's critical accounting policies include impairment of long lived assets and other intangible assets and acquisition accounting.
assets.
Accounting PolicyJudgments/Uncertainties Affecting Application
Accounting PolicyJudgments/Uncertainties Affecting Application
Impairment of Long Lived AssetsRecoverability of investments through future operations
Regulatory and political environments and requirements
Estimated useful lives of assets
Operational limitations and environmental obligations
Estimates of future cash flows
Estimates of fair value
Judgment about triggering events
Acquisition AccountingIdentification of intangible assets acquired
Inputs for fair valuevalues of assets and liabilities acquired
Application of variousappropriate fair value methodologies


Evaluation of Assets for Impairment and Other-Than-Temporary Decline in Value
In accordance with ASC 360, Property, Plant, and Equipment, or ASC 360, property, plant and equipment and certain intangible assets are evaluated for impairment whenever indicators of impairment exist. Examples of such indicators or events are:
•Significant decrease in the market price of a long-lived asset;
•Significant adverse change in the manner an asset is being used or its physical condition;
•Adverse business climate;
•Accumulation of costs significantly in excess of the amount originally expected for the construction or acquisition of an asset;
•Current-period loss combined with a history of losses or the projection of future losses; and
•Change in the Company's intent about an asset from an intent to hold to a greater than 50% likelihood that an asset will be sold or disposed of before the end of its previously estimated useful life.
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Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by the asset, through considering project specific assumptions for long-term power poolenergy prices, escalated future project operating costs and expected plant operations. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The fair value may be determined by factoring in the probability weighting of different courses of action available to the Company as appropriate. Generally, fair value will be determined using valuation techniques such as the present value of expected future cash flows or comparable values determined by transactions in the market. The Company uses its best estimates in making these evaluations and considers various factors, including forward price curves for energy, fuel costs and operating costs. However, actual future market prices and project costs could vary from the assumptions used in the Company's estimates, and the impact of such variations could be material.
Annually, during the fourth quarter, the Company revises its views of powerenergy prices, including the Company's fundamentallong-term view for long-termof power prices, which is primarily informed by present conditions, forecasted generation and operating and capital expenditures, in connection with the preparation of its annual budget.
The Company recorded certain long-lived asset impairments in 2017 and 2016,2020, as described below and in Item 15 — Note 9, Asset Impairments,, to the Consolidated Financial Statements, with respect to several wind projects.
During the fourth quarter of 2017, as2020 in the preparation and review of its annual budget, the Company updated its long-term estimates of operating and capital expenditures and revised its assessment of long-term merchant power prices which was primarily informed by present conditions and does not contemplate future policy changes which could impact renewable energy power prices. As a result, the Company updated its estimated future cash flows in connection with the preparation and review of the Company's annual budget, the Company determined that the future cash flows for several wind projects within the Elbow Creek and Forward facilities were belowRenewables segment no longer supported the carrying valuerecoverability of the related assets,long-lived asset. As such, the Company recorded an impairment loss of $24 million, which primarily driven by continued declining merchant power prices in post-contract periods,relates to property, plant, and thatequipment to reflect the assets were considered impaired.at fair market value. The fair value of the facilities waswere determined using an income approach by applying a discounted cash flow methodology to the long-term budgets for each respective plant. The income approach utilizes estimates of discounted future cash flows, which includeincluded key inputs such as forecasted merchant power prices, operations and maintenance expense, and discount rates. The Company measured the impairment loss as the difference between the carrying amount and theresulting fair value of the assets and recorded impairment losses of $26 million and $5 million for Elbow Creek and Forward, respectively.is a Level 3 fair value measurement.

The Company is also required to evaluate its equity method investments to determine whether or not they are impaired. ASC 323, Investments - Equity Method and Joint Ventures, or ASC 323, provides the accounting requirements for these investments. The standard for determining whether an impairment must be recorded under ASC 323 is whether the value is considered to be an other-than-temporary decline in value. The evaluation and measurement of impairments under ASC 323 involves the same uncertainties as described for long-lived assets that the Company owns directly and accounts for in accordance with ASC 360. Similarly, the estimates that the Company makes with respect to its equity method investments are subjective, and the impact of variations in these estimates could be material. Additionally, if the projects in which the Company holds these investments recognize an impairment under the provisions of ASC 360, the Company would record its proportionate share of that impairment loss and would evaluate its investment for an other-than-temporary decline in value under ASC 323. During the fourth quarter of 2020, as the Company updated its estimated cash flows in connection with the preparation and review of the Company's annual budget, the Company determined that there was a significant decrease in the estimated future cash flows for its equity method investment in San Juan Mesa, a facility in the Renewables segment. The decrease in the forecasted cash flows which is primarily driven by a decline in forecasted revenue in future merchant periods, is significant enough to be considered an indication of a decline in value of the investment that is not temporary. The Company concluded there was an other-than-temporary impairment of its investment and recorded an impairment loss of $8 million to reflect the investment at fair market value.
Certain of the Company’s projects have useful lives that extend well beyond the contract period and therefore, management’s view of long-term powerenergy prices in the post-contract periods may have a significant impact on the expected future cash flows for these projects.  Accordingly, if management’smanagement lowers its view of long-term powerenergy prices in certain markets, continues to decrease, it is possible that some of the Company’s other long-lived assets may be impaired.


Acquisition Accounting
The Company applies ASC 805, Business Combinations, when accounting for the acquisition of a business,acquisitions, with identifiable assets acquired and liabilities assumed recorded at their estimated fair values on theat acquisition date. The Company completes the accounting for an acquisition when the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed asFor many of the acquisition date. The allocationCompany's acquisitions, the Company applies ASC 805-50, which provides that acquisitions of entities under common control are recorded at historical cost, except in the purchase pricecase where the ultimate parent has a different basis, such as when an acquiree did not elect to apply pushdown accounting. In those circumstances, the Company may also be modified uprequired to one year fromrecord its acquired assets and liabilities at fair value. As further described in Item 15 - Note 3, Acquisitions and Dispositions, the date ofCompany recorded the acquisition as more information is obtained about the fair value of assets acquired in the acquisitions of Langford and liabilities assumed. Consideration is measured based onthe DGPV Holdco Entities at GIP's basis which was fair value of the assets transferred to the seller.value.
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Significant judgment is required in determining the acquisition date fair value of the assets acquired and liabilities assumed, predominantly with respect to property, plant and equipment, power purchase agreements, asset retirement obligations and other contractual arrangements. Evaluations include numerous inputs including forecasted cash flows that incorporate the specific attributes of each asset including age, useful life, equipment condition and technology, as well as current replacement costs for similar assets. Other key inputs that require judgment include discount rates, comparable market transactions, estimated useful lives and probability of future transactions. The Company evaluates all available information, as well as all appropriate methodologies, when determining the fair value of assets acquired and liabilities assumed in a business combination. In addition, once the appropriate fair values are determined, the Company must determine the remaining useful life for property, plant and equipment and the amortization period and method of amortization for each finite-lived intangible asset.
The Company must apply ASC 805-50, Business Combinations - Related Issues, when it acquires an interest from NRG. The assets and liabilities transferred to the Company related to interests under common control by NRG must be recorded at historical cost, with the difference between the amount paid and the historical value of the related equity recorded as a distribution to or contribution from NRG with the offset to noncontrolling interest. Economics may change in the years subsequent to NRG’s construction or acquisition of certain assets, and although the Company may acquire these assets from NRG based on a different valuation, the Company must record the assets at historical cost. These changes in economics may impact the amount that the Company pays for the assets but will not alter the carrying amount. Accordingly, significant changes in the economics related to these assets may trigger a requirement for impairment testing.
Recent Accounting Developments
See Item 15 — Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for a discussion of recent accounting developments.


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Item 7A — Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to several market risks in its normal business activities. Market risk is the potential loss that may result from market changes associated with the Company's power generation or with an existing or forecasted financial or commodity transaction. The types of market risks the Company is exposed to are commodity price risk, interest rate risk, liquidity risk, and credit risk.
Commodity Price Risk
Commodity price risks result from exposures to changes in spot prices, forward prices, volatilities, and correlations between various commodities, such as electricity, natural gas and emissions credits. The Company manages the commodity price risk of its merchant generation operations by entering into derivative or non-derivative instruments to hedge the variability in future cash flows from forecasted power sales or purchases of fuel. The portion of forecasted transactions hedged may vary based upon management's assessment of market, weather, operation and other factors. See Item 15 — Note 7, Accounting for Derivative Instruments and Hedging Activities, to the Consolidated Financial Statements for more information.
Based on a sensitivity analysis using simplified assumptions, the impact of a $0.50 per MMBtu increase or decrease in natural gas prices across the term of the derivative contracts would cause no change to the net value of natural gas derivatives, and an increase of $0.50 MMBtu in natural gas prices across the term of the derivative contracts would cause an increase of approximately $1 million to the net value of natural gas derivatives as of December 31, 2020. The impact of a $0.50 per MWh increase or decrease in power prices across the term of the derivative contracts would cause a change of approximately $1$3 million in to the net value of power derivatives as of December 31, 2017.2020.
Interest Rate Risk
The Company is exposed to fluctuations in interest rates through its issuance of variable rate debt. Exposures to interest rate fluctuations may be mitigated by entering into derivative instruments known as interest rate swaps, caps, collars and put or call options. These contracts reduce exposure to interest rate volatility and result in primarily fixed rate debt obligations when taking into account the combination of the variable rate debt and the interest rate derivative instrument. NRG's risk management policies allow the Company to reduce interest rate exposure from variable rate debt obligations. See itemItem 15 — Note 7, Accounting for Derivative Instruments and Hedging Activities, to the Consolidated Financial Statements for more information.
Most of the Company's project subsidiaries enter into interest rate swaps, intended to hedge the risks associated with interest rates on non-recourse project level debt. See Item 15 — Note 10,Long-term Debt, to the Consolidated Financial Statements for more information about interest rate swaps of the Company's project subsidiaries.
If all of the above swaps had been discontinued on December 31, 20172020, the Company would have owed the counterparties $50$134 million. Based on the credit ratings of the counterparties, the Company believes its exposure to credit risk due to nonperformance by counterparties to its hedge contracts to be insignificant.
The Company has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. As of December 31, 20172020, a 1% change in interest rates would result in an approximately $3$1 million change in market interest expense on a rolling twelve monthtwelve-month basis.
As of December 31, 20172020, the fair value of the Company's debt was $5,915$7,021 million and the carrying value was $5,899$7,049 million. The Company estimates that a 1% decrease in market interest rates would have increased the fair value of its long-term debt by $306$412 million.
Liquidity Risk
Liquidity risk arises from the general funding needs of the Company's activities and in the management of the Company's assets and liabilities.
Counterparty Credit Risk
Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. The Company monitors and manages credit risk through credit policies that include: (i) an established credit approval process, and (ii) the use of credit mitigation measures such as prepayment arrangements or volumetric limits. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. The Company seeks to mitigate counterparty risk by having a diversified portfolio of counterparties. See Item 15 — Note 1, Nature of Business, and Note 6, Fair Value of Financial Instruments, to the Consolidated Financial Statements for more information about concentration of credit risk.
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Item 8 — Financial Statements and Supplementary Data
The financial statements and schedules are listed in Part IV, Item 15 of this Form 10-K.
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Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A — Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures and Internal Control Over Financial Reporting
Under the supervision and with the participation of the Company's management, including its principal executive officer, principal financial officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act. Based on this evaluation, the Company's principal executive officer, principal financial officer and principal accounting officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this reportAnnual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred induring the fourth quarter of 2017ended December 31, 2020, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitations over Internal Controls
The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that:
1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;
2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that the Company's receipts and expenditures are being made only in accordance with authorizations of its management and directors; and
3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management's Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the Company's management, including its principal executive officer, principal financial officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company's evaluation under the framework in Internal Control — Integrated Framework (2013), the Company's management concluded that its internal control over financial reporting was effective as of December 31, 2017.2020.
Item 9B — Other Information
None.
    

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PART III
PART III
Item 10 —- Directors, Executive Officers and Corporate Governance
Item 10 has been omitted from this report pursuant    The Company is a limited liability company that is managed by Clearway, Inc., as its sole managing member. As a limited liability company managed by Clearway, Inc., the Company does not have a board of directors. References herein to the reduced disclosure format permittedCompany's board of directors are references to the board of directors (the “Board”) of Clearway, Inc. Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of the Company, Clearway, Inc. has appointed officers of the Company and designated certain of such officers as “Executive Officers.” These executive officers are the same as the executive officers of Clearway, Inc.
    The following table shows information for the Company's executive officers. Executive officers serve until their successors are duly appointed or elected.
NameAgeTitle
Christopher S. Sotos49President and Chief Executive Officer
Chad Plotkin45Senior Vice President and Chief Financial Officer
Kevin P. Malcarney54Senior Vice President, General Counsel and Corporate Secretary
    Christopher S. Sotos has served as President and Chief Executive Officer since May 2016, and as a member of the Board of Clearway, Inc. since May 2013. Mr. Sotos had also served in various positions at NRG, including most recently as Executive Vice President-Strategy and Mergers and Acquisitions from February 2016 through May 2016 and Senior Vice President-Strategy and Mergers and Acquisitions from November 2012 through February 2016. In this role, he led NRG’s corporate strategy, mergers and acquisitions, strategic alliances and other special projects for NRG. Previously, he served as NRG’s Senior Vice President and Treasurer from March 2008 to September 2012, where he was responsible for all treasury functions, including raising capital, valuation, debt administration and cash management. Mr. Sotos also previously served as a director of FuelCell Energy, Inc. from September 2014 to April 2019. As President and Chief Executive Officer of the Company, Mr. Sotos provides the Board of Clearway, Inc. with management’s perspective regarding the Company’s day to day operations and overall strategic plan. Mr. Sotos also brings strong financial and accounting skills to the Board of Clearway, Inc.
    Chad Plotkin has served as the Company's Senior Vice President and Chief Financial Officer since November 2016. From January 2016 until his appointment as Senior Vice President and Chief Financial Officer, Mr. Plotkin served as Senior Vice President, Finance and Strategy. Prior to this, he served in varying capacities at NRG, including as Vice President of Investor Relations of both the Company and NRG from September 2015 to January 2016 and from January 2012 to February 2015 and Vice President of Finance of NRG from February 2015 to September 2015. From October 2007 to January 2012, Mr. Plotkin served in various capacities in the Strategy and Mergers and Acquisitions group of NRG, including as Vice President, beginning in December 2010.
    Kevin P. Malcarney has served as Senior Vice President, General Counsel and Corporate Secretary since May 11, 2018. He served as Interim General Counsel of the Company from March 16, 2018. Mr. Malcarney was previously Vice President and Deputy General Counsel and served in various other roles at NRG since September 2008. Prior to that, Mr. Malcarney worked at two major law firms in Princeton, New Jersey and Philadelphia, Pennsylvania, and handled mergers and acquisitions, project financing and general corporate matters.
Code of Ethics
    The Company has not adopted a separate code of ethics because all of the officers of the Company are subject to the Code of Conduct adopted by General Instruction Ithe Board of Clearway, Inc. The Code of Conduct of Clearway, Inc. applies to Form 10-K.all of its directors and employees, including its and the Company's officers (e.g., the Company's CEO, CFO, and Principal Accounting Officer). Clearway, Inc.’s Code of Conduct is available on its website, www.clearwayenergy.com.
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Item 11 — Executive Compensation
Compensation Committee Report
    The Company's named executive officers are also named executive officers of Clearway, Inc., and the compensation of the named executive officers disclosed herein reflects total compensation for services with respect to Clearway, Inc. and all of its subsidiaries, including the Company. The Compensation Committee of the Board of Clearway, Inc. (the “Compensation Committee”) has reviewed and discussed the Compensation Discussion and Analysis included in this Annual Report on Form 10-K required by Item 11402(b) of Regulation S-K with management and, based upon such review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.
Compensation Committee:
Ferrell P. McClean, Chair
Jonathan Bram
Brian R. Ford
Daniel B. More
E. Stanley O'Neal
Compensation Discussion and Analysis
Executive Summary
Executive Compensation Program
    Clearway, Inc. is a publicly‑traded energy infrastructure investor and owner of modern, sustainable and long‑term contracted assets across North America. GIP, through its portfolio company, CEG, holds all of Clearway, Inc.’s Class B common stock and Class D common stock, and thus has the majority voting interest in the Company. This Compensation Discussion and Analysis ( this “CD&A”) describes the philosophy, elements, implementation and results of the Clearway, Inc.'s 2020 executive compensation program as it applies to the executive team. As discussed above, Clearway, Inc.’s named executive officers are also named executive officers of Clearway Energy LLC, and the compensation of the named executive officers (“NEOs”) discussed below reflects total compensation for services with respect to Clearway, Inc. and all of its subsidiaries, including Clearway Energy LLC. In this CD&A, the term “Company,” as well as the terms “our,” “we,” “us” or like terms, are used to refer to Clearway, Inc. and its consolidated subsidiaries, including Clearway Energy LLC and its consolidated subsidiaries.
The Compensation Committee’s objectives are to design a simple yet competitive program, which is aligned with the interests of our stockholders. This program is designed to align short‑term and long-term compensation with the Company’s annual performance and 3-year total stockholder return (“TSR”), respectively. Our annual incentive program (“AIP”) is based on objective criteria that support the achievement of our short-term objectives, which we believe create long-term shareholder value. Our long-term incentives are comprised of 67% Relative Performance Stock Units (“RPSUs”), which vest based on relative TSR measured over 3 years and 33% Restricted Stock Units (“RSUs”), which vest based on continued service over 3 years. The program incorporates many best practices in compensation design, while being tailored to our business needs and compensation objectives.
    In 2020, the Compensation Committee reviewed and did not modify its compensation philosophy behind the compensation program. Thus, NEO compensation continued to be delivered through a mix of (i) base salary, (ii) an annual incentive bonus opportunity under the AIP and (iii) long-term incentive compensation under our Amended and Restated 2013 Equity Incentive Plan (“LTIP”) in the form of RPSUs, and RSUs.
At our 2020 Annual Meeting of Stockholders, we received 99% support for our say on pay proposal. We believe these results demonstrate our stockholders support our pay practices and that our compensation program is aligned with their interests.
Key Governance Features of Our Executive Compensation Program
    Our compensation program and practices incorporate several key governance features as highlighted in the table below.
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What We Do:What We Don’t Do:
•Pay for performance by delivering a substantial majority of our CEO’s compensation through equity
•No excise tax gross‑ups on change‑in‑control payments and no tax gross‑ups on perquisites or benefits
•The large majority of our equity compensation for Senior Vice Presidents and above is performance‑based
•No pledging or hedging of the Company’s stock by NEOs or directors
•Target our peer group median for total direct compensation
•No employment agreements for executive officers with the exception of our CEO
•Require a double trigger for the acceleration of equity vesting in connection with a change‑in‑control
•No guaranteed bonus payments for our NEOs
•Prevent undue risk taking in our compensation practices and engage in robust risk monitoring
•No supplemental executive retirement plans
•Include clawback policies in our compensation plans
•No re‑pricing of underwater stock options and no stock option grants with an exercise price below 100% of fair market value
•Maintain robust stock ownership guidelines for our NEOs
•Provide market‑level retirement benefits and limited perquisites
•Engage an independent compensation consultant to provide advice to the Compensation Committee with respect to our compensation program
•Conduct an annual say on pay vote
Business Strategy and Company Performance
The Company’s primary business strategy is to focus on the acquisition and ownership of assets with predictable, long‑term cash flows that allow the Company to increase the cash dividends paid to holders of the Company’s Class A and Class C common stock over time without compromising the ongoing stability of the business. The Company’s plan for executing this strategy includes the following key components: focusing on contracted renewable energy and conventional generation and thermal infrastructure assets; growing our business through acquisitions of contracted operating assets primarily in North America; and maintaining sound financial practices to grow our dividend.
The execution of the Company’s business strategy produced the following results in 2020:
•Raised approximately $1.4 billion in new capital formation for growth investments and liability management, which included corporate level debt and equity financings, the optimization of non-recourse project level debt, and the recycling of non-strategic assets
•Closed on the disposition of non-strategic assets providing for approximately $90 million in capital available for growth investments
•Invested or committed approximately $642 million in new growth investments with CEG
•Successfully managed the impacts from the PG&E bankruptcy through PG&E’s bankruptcy emergence
•Entered into an agreement to acquire an additional 35% equity interest in the Agua Caliente solar project from NRG Energy, Inc., with the transaction closing in 2021
Such results were taken into account by the Compensation Committee in making determinations with respect to the compensation for our NEOs under the 2020 compensation program.
Executive Compensation Program
2020 Named Executive Officers
This CD&A describes the material components of our compensation program for our NEOs in 2020. For the year ending December 31, 2020, our NEOs included the following individuals:
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NEO2020 Title
Christopher S. SotosPresident and Chief Executive Officer
Chad PlotkinSenior Vice President and Chief Financial Officer
Kevin P. MalcarneySenior Vice President, General Counsel and Corporate Secretary
Mary‑Lee Stillwell
Vice President and Chief Accounting Officer(1)

(1) Ms. Stillwell voluntarily resigned from her employment with the Company in August 2020.

Goals and Objectives of the Program
The Compensation Committee is responsible for the development and implementation of the Company’s executive compensation program, subject to Board approval for equity awards to certain officers, and references to Compensation Committee actions described below should be read in a manner that contemplates the requisite Board approval, as applicable, is in effect (see “Board Committees—Compensation Committee” above). The intent of the program is to reward the achievement of the Company’s annual goals and objectives while supporting the Company’s long‑term business strategy. The Compensation Committee is committed to aligning executives’ compensation with performance. Our Compensation Committee has designed an executive compensation program that:
•closely aligns our executive compensation with stockholder value creation, avoiding plans that encourage executives to take excessive risk, while driving long‑term value to stockholders;
•supports the Company’s long‑term business strategy, while rewarding our executive team for their individual accomplishments with tailored individual executive compensation metrics and incentives; and
•provides a competitive compensation opportunity while aligning with market standards for compensation.

The Compensation Committee’s objectives are achieved through the use of both short-term and long-term incentives. The Company currently targets pay at the median of our Compensation Peer Group (defined below), as described under “Elements of Compensation.”
The Compensation Process
Compensation Consultant
Pursuant to its charter, the Compensation Committee is authorized to engage, at the expense of the Company, a compensation consultant to provide independent advice, support and expertise to assist the Compensation Committee in overseeing and reviewing our overall executive compensation strategy, structure, policies and programs, and to assess whether our compensation structure establishes appropriate incentives for management and other key employees. Deloitte Consulting LLP (“Deloitte”) served as the Compensation Committee’s independent compensation consultant for the first eight months of fiscal year 2020. Pay Governance became the Compensation Committee’s independent compensation consultant in August 2020 after a key relationship contact from Deloitte joined Pay Governance, and Pay Governance has continued to serve in that capacity to the present date. Deloitte worked with the Compensation Committee to formulate the design of the executive and director compensation programs for 2020. Each of Deloitte and Pay Governance provided reports to the Compensation Committee (during the respective periods they served as compensation consultant) containing research, market data, survey information and information regarding trends and developments in executive and director compensation. Each of Deloitte and Pay Governance reported directly to the Compensation Committee (during the respective periods they served as compensation consultant). The Company paid each of Deloitte and Pay Governance $138,192 and $50,051, respectively, for the work they performed for the Compensation Committee in 2020. CEG engaged Deloitte and its affiliate, Deloitte & Touche LLP, to provide additional services in 2020, for which CEG paid $188,375. These additional services primarily related to accounting and reporting support. Neither Pay Governance, nor any of their affiliates provided services for any of our affiliates in 2020. In accordance with SEC rules and requirements, the Company has affirmatively determined that no conflicts of interest exist between the Company and Deloitte or Pay Governance (or any individuals working on the Company’s account on behalf of Deloitte or Pay Governance).
Compensation Peer Group Analysis
The Compensation Committee, with support from its independent compensation consultant, identifies the most appropriate comparator group within relevant industries for purposes of benchmarking compensation. The Compensation Committee aims to compare our compensation program to a consistent peer group year‑to‑year but given the dynamic nature of our industry and the companies that constitute it, the Compensation Committee annually examines the peer group for
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appropriateness in terms of size, complexity and industry. As a result of such annual review, the Compensation Committee identified a new peer group for compensation benchmarking purposes in 2020 (the “Compensation Peer Group”).
For these purposes, the Compensation Peer Group, comprised of similarly sized publicly‑owned energy and utility companies, is identified below:
CompanyTickerCompanyTicker
Algonquin Power & Utilities CorpNYSE: AQNNorthWestern Corporation.NYSE: NWE
Black Hills CorporationNYSE: BKHOrmat Technologies, Inc.NYSE: ORA
El Paso Electric Company(1)
NYSE: EE
Pattern Energy Group Inc.(2)
NASDAQ: PEGI
Genesis Energy, L.P.NYSE: GELSouth Jersey Industries, Inc.NYSE: SJI
Innergex Renewable Energy Inc.TSX: INESuburban Propane Partners, L.P.NYSE:SPH
MGE Energy, Inc.NASDAQ: MGEETransAltaCorporation.NYSE:TAC
Northland Power Inc.TSX: NPI


(1) El Paso Electric Company was acquired by Sun Jupiter Holdings LLC in July 2020 and was delisted, but was included by Deloitte (when it was serving as compensation consultant) as part of its 2020 compensation benchmarking analysis, and for that reason, El Paso Electric Company is included in the Compensation Peer Group for 2020 but will not be part of the Compensation Peer Group for 2021 or going forward.

(2) Pattern Energy Group Inc. was acquired by Canada Pension Plan Investment Board in March 2020 and was delisted, but was included by Deloitte (when it was serving as compensation consultant) as part of its 2020 compensation benchmarking analysis, and for that reason, Pattern Energy Group Inc. is included in the Compensation Peer Group for 2020 but will not be part of the Compensation Peer Group for 2021 or going forward.

For the purposes of determining appropriate NEO pay levels for 2020, the Compensation Committee reviewed NEO compensation from peers, where available and appropriate (e.g., based on an NEO’s position and duties). To supplement this analysis, the Compensation Committee also participated in meetings with its compensation consultant regarding the compensation consultant’s review of relevant third‑party survey data and considered the recommendations of the CEO on NEO and employee compensation matters not involving the CEO. The Compensation Committee may accept or adjust such CEO recommendations at its discretion.
Elements of Compensation
Our compensation program for our NEOs consists of fixed compensation (base salary), performance‑based compensation (AIP bonus and RPSUs) and time‑based compensation (RSUs). We use the median percentile of our Compensation Peer Group as a guidepost in establishing the targeted levels of total direct compensation (cash and equity) for our NEOs. We expect that, over time, targeted total direct compensation for our NEOs will continue to approximate the median of our Compensation Peer Group. Realized pay in a given year depends on the achievement of defined performance‑based compensation metrics. While a portion of our NEOs’ compensation is fixed, a significant percentage is at‑risk and payable and/or realizable only if certain performance objectives are met.

Base Salary
Base salary compensates NEOs for their level of experience and position responsibilities and for the continued expectation of superior performance. Recommendations on increases to base salary take into account, among other factors, the NEO’s individual performance, the general contributions of the NEO to overall corporate performance, the level of responsibility of the NEO with respect to his or her specific position, and the NEO's current base salary level compared to the market median. Mr. Malcarney and Ms. Stillwell received base salary increases in 2020 based on their performance and peer group benchmarking. The base salary for each NEO for fiscal year 2020 is set forth below:
Named Executive Officer
2020 Annualized
Base Salary ($)(1)
Percentage Increase
Over 2019 (%)(2)
Christopher S. Sotos611,000 0%
Chad Plotkin380,000 0%
Kevin P. Malcarney307,500 3%
Mary Lee Stillwell(3)
303,850 3%

(1) Actual 2020 base salary earnings are presented in the Summary Compensation Table.
(2) As compared to the December 31, 2019 annualized base salary.
(3) Ms. Stillwell voluntarily resigned from her employment with the Company in August 2020. Ms. Stillwell earned $196,969 prior to her departure.
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Annual Incentive Compensation
Overview
Annual incentive compensation awards (AIP bonuses) are made under our AIP. AIP bonuses represent short-term compensation designed to compensate NEOs for meeting annual Company goals and for their individual performance over the course of the year. The Compensation Committee establishes these annual Company goals after reviewing the Company’s business strategy and other matters. As further discussed below, the annual goals for 2020 relate to the following three areas: (a) CAFD, (b) key performance milestones, and (c) achievement of the Thermal Plan (as described below). In addition, each NEO’s individual performance may (negatively or positively) affect the bonus amount that he or she ultimately receives under our AIP. However, notwithstanding individual performance or the extent to which the Company goals are achieved, the Compensation Committee retains sole discretion under the AIP to reduce the amount of or eliminate any AIP bonuses that are otherwise payable under the AIP.
AIP bonus opportunities are expressed in terms of threshold, target and maximum bonus opportunities. Different percentages of each NEO’s annual base salary relate to these threshold, target and maximum AIP bonus opportunities. However, in the event threshold performance for 2020 was not achieved with respect to any of the AIP performance metrics, no AIP bonuses would have been omittedpayable for 2020.
The AIP provides NEOs (other than Mr. Sotos whose severance is governed by his employment agreement) eligibility for a pro-rated target bonus payment for the year of a qualifying severance termination, based on the portion of the performance period that the NEO was employed
2020 AIP Bonus Performance Criteria
The AIP bonus performance criteria applicable to all NEOs are based upon the three Company goals described above and individual performance. The table below sets forth the 2020 AIP performance criteria and weightings applicable to all NEOs, assuming the achievement of each goal at target.
GoalWeight
CAFD(1)
35%
Key Performance Milestones55%
Achievement of the Thermal Plan10%
Overall Funding100%
Individual Performance+/- 20%

(1) CAFD is adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) plus cash distributions/return of investment from unconsolidated affiliates, cash receipts from notes receivable, cash distributions from noncontrolling interests, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro‑rata Adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness, Walnut Creek investment payments, and changes in prepaid and accrued capacity payments.
•CAFD. The Compensation Committee set the 2020 threshold, target and maximum CAFD performance metric at $248 million, $310 million and $372 million, respectively. For 2020, the CAFD goals and the achieved level are set forth in the chart below. The Company achieved CAFD of approximately $295 million, surpassing the CAFD threshold but less than the CAFD target. For purposes of determining AIP bonus performance, CAFD was adjusted in order to eliminate the distorting effect of certain extraordinary events.

CAFD
Threshold
CAFD
Target
CAFD
Maximum
CAFD
Actual
$248 million$310 million$372 million$295 million
•Key Performance Milestones. “Key performance milestones” performance metrics are established as a defined annual incentive category. The Compensation Committee establishes threshold, target and maximum levels of performance for this reportcategory based on the number of milestones achieved. For 2020, a total of nine milestones were established relating to the Company’s credit rating, external M&A activity, adherence to budget, CAFD per share goals, ratio of administrative costs to CAFD, corporate process improvement, Thermal growth, and OSHA recordable incident rate. Additional CAFD and safety-related goals also applied with respect to the Company’s Thermal business. For 2020, threshold performance
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required the achievement of three out of the nine milestones, target performance required the achievement of five out of the nine milestones, and maximum performance required the achievement of all nine milestones. Ultimately, above target performance was attained with the achievement of six out of the nine milestones in 2020.
•Achievement of the Thermal Plan. Achievement of “Thermal Plan” performance metrics was added as an annual incentive category beginning in 2019 based on the view that all elements of the Company’s business should be reflected in the AIP bonus opportunity. The Compensation Committee established threshold, target and maximum levels for this category for each of the “Thermal Plan” performance metrics. For 2020, the Thermal Plan performance metrics relate to the Thermal business’s CAFD, growth and five key Thermal goals. Similar to the key performance milestones described above, threshold, target and maximum levels of performance were established for the key Thermal goals based on the number of goals achieved. These goals related to safety, environmental compliance, program accountability, project investment modeling and the successful integration of Thermal acquisitions, in each case, with respect to the Thermal business (threshold, target and maximum performance required the achievement of one, three and five goals, respectively, out of a total of five). Ultimately, below target performance was attained (expressed as 55% of target) with respect to the Thermal Plan in 2020 (despite achieving four out of the five key Thermal goals).
•Individual Performance. As indicated above, an NEO’s individual performance may (negatively or positively) affect his or her AIP bonus by up to 20%, although no AIP bonus payments can exceed 200% of the target award. Such individual performance is determined on a discretionary basis based on the Compensation Committee’s assessment of the NEO’s contributions in supporting adherence to budget, support towards the achievement of key milestones, and other contributions towards the successful execution of the Company’s business strategy. In 2020, the Compensation Committee considered the individual performance of the CEO and recommended to the full Board that his AIP bonus be increased by 7% to account for his individual performance. In a similar manner, the CEO recommended to the Compensation Committee that the AIP bonus be increased for the other NEOs by 15%. The full board approved the above recommendation of the Compensation Committee and the Compensation Committee approved the above recommendation of the CEO.
2020 Annual Incentive Bonus Opportunity
    The threshold, target and maximum AIP bonus opportunities for NEOs for 2020, expressed as a percentage of base salary, were:
Named Executive Officer
Threshold
(%)(1)
Target
(%)(1)
Maximum
(%)(1)
Target
Amount ($)
Christopher S. Sotos50100200611,000
Chad Plotkin3060120228,000
Kevin Malcarney204080123,000
Mary Lee Stillwell(2)
204080121,540

(1) This assumes that the CAFD performance metric and all other quantitative and qualitative goals, including the key milestones, are achieved at threshold target and maximum levels as applicable.
(2) Ms. Stillwell did not receive a payment as a result of her voluntary resignation in August 2020.
2020 Annual Incentive Bonuses
    As noted above, with respect to AIP bonuses for 2020, the CAFD target was $310 million, the key performance milestone target was achievement of five out of nine key performance milestones and target achievement of the “Thermal Plan” metrics was based on the achievement of various sub-categories, including the achievement of four out of five key Thermal goals.
For 2020, CAFD achievement, as adjusted, was between threshold and target at approximately $304 million and six out of nine key performance milestones were achieved. In addition, overall achievement for the Thermal Plan for 2020 was below target at 55%.Due to the achievement specified above, 2020 AIP bonuses were paid at levels above target. If performance falls between threshold and target or target and maximum, the bonus opportunity will be determined on an interpolated basis. As a result, the CAFD metric, the key performance milestone, and Thermal Plan metrics were respectively weighted at 95%, 125%, and 55% of target. Individual performance, which is determined on a discretionary basis, resulted in positive adjustments to the AIP bonuses for the NEOs from 7% to 15%.

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The annual incentive bonuses paid to NEOs for 2020 were:
Named Executive Officer
Percentage of
Annual Base
Salary (%)
Percent of
Target
Achieved (%)
Annual
Incentive
Payment ($)
Christopher S. Sotos114107699,534 
Chad Plotkin74107281,551 
Kevin P. Malcarney49107151,889 
Mary Lee Stillwell(1)
N/AN/AN/A

(1) Ms. Stillwell voluntarily resigned from her employment with the Company in August 2020. Accordingly, no annual incentive bonus was paid to Ms.
Stillwell for 2020.

Long‑Term Incentive Compensation
We believe that equity awards directly align our NEOs’ interests with those of our stockholders. In 2020, the Compensation Committee granted our NEOs a combination of performance-based equity awards directly linked to long-term stockholder value creation and time-based equity awards which also represent a critical component of our long-term incentive compensation due to the retention aspects of the awards. To enhance our compensation program’s focus on Company performance, the large majority of these long-term incentive awards (67%) were performance-based (i.e., granted as RPSUs). The remainder of our long-term incentive awards (33%) were time-based (i.e., granted as RSUs which vest over 3 years). We believe that our AIP appropriately focuses our NEOs on shorter-term (one-year) financial metrics while our LTIP emphasizes long-term stockholder value creation (i.e., three-year TSR outperformance). For 2020, Mr. Plotkin’s target LTIP award was 125% of his base salary, Mr. Malcarney’s target LTIP award was 100% of his base salary, and Ms. Stillwell’s target LTIP award was 75% of her base salary. Mr. Sotos’ target LTIP award increased from 250% in 2019 to 264% in 2020. This change was intended to recognize his performance and better align his total direct compensation with the market median. The above mix of long-term incentive compensation applied to all NEOs for 2020, except Ms. Stillwell, who received 100% RSUs under the terms of her offer letter. Ms. Stillwell’s outstanding RSUs were forfeited as of the time of her resignation.

Relative Performance Stock Units
Each RPSU represents the potential to receive one share of Class C common stock, as adjusted based on the Company’s TSR performance ranked against the TSR performance of a comparator group of similar companies (the “Performance Peer Group”) after the completion of a three‑year performance period. Relative measures are designed to normalize for externalities, ensuring the program appropriately reflects management’s impact on the Company’s TSR by including peer companies that the Compensation Committee believes are similarly impacted by market conditions.
The payout of shares of Class C common stock at the end of the three‑year performance period is based on the Company’s TSR performance percentile rank compared with the TSR performance of the Performance Peer Group. To ensure a rigorous program design, the target‑level payout (100% of shares granted) requires the Company to perform at the 50th percentile. To induce management to achieve greater than target‑level performance in a down market, in the event that the Company’s TSR performance declines by more than 20% over the performance period, the target‑level payout (100% of shares granted) will require an even greater achievement of a 60th percentile performance. The Compensation Committee believes that this increased performance requirement addresses the concern that a disproportionate award may be paid in the event that our relative performance is high, but absolute performance is low.
In the event relative performance is below the 25th percentile, the award is forfeited. In the event relative performance is between the 25th percentile and the 50th percentile (or the 60th percentile if our TSR performance declines by more than 20% over the performance period), payouts will be based on an interpolated calculation. In the event relative performance reaches the 50th percentile (or the 60th percentile as described above), 100% of the award will be paid. In the event relative performance is between the 50th percentile (or the 60th percentile as described above) and the 75th percentile, payouts will be based on an interpolated calculation. In the event that relative performance is at or above the 75th percentile, a maximum payout of 150% of the target will be paid with respect to RPSU awards granted in 2020. Beginning with respect to RPSUs granted in 2018 and continuing for grants of 2020 RPSUs, the maximum payout was (and remains) changed from 200% to 150% (the RPSUs granted in 2018 vested at 150% of target based on the Company’s TSR performance ranked against the TSR performance of the Performance Peer Group).

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The table below illustrates the design of our RPSUs in 2020.
Performance TargetsPerformance RequirementPayout Opportunity
Maximum75th percentile or above150%
Target
Standard Target:
50th percentile
Modified Target:
60th percentile
(less than −20% absolute TSR)
100%
Threshold25th percentile25%
Below ThresholdBelow 25th percentile0%

Restricted Stock Units
    Each RSU represents the right to receive one share of our Class C common stock after the completion of the vesting period. The RSUs granted to the NEOs in 2020 vest ratably, meaning that one‑third of the award vests each year on the anniversary of the grant date, over a three‑year period.
Dividend Equivalent Rights
In connection with awards of both RPSUs and RSUs, each NEO also receives DERs, which accrue with respect to the award to which they relate. DERs accrue only to the extent that the shares of Class C common stock underlying each award become vested and deliverable to the NEO. Accrued DERs are paid at the same time such shares are delivered to the NEO. Accordingly, DERs are forfeited if the underlying shares are forfeited.
Clawbacks
The Company has a “clawback” policy with regard to awards made under the AIP and LTIP in the case of a material financial restatement, including a restatement resulting from employee misconduct, or in the case of fraud, embezzlement or other serious misconduct that is materially detrimental to the Company. The Compensation Committee retains discretion regarding application of the policy. The policy is incremental to other remedies that are available to the Company. In addition to our “clawback” policy, if the Company is required to restate its earnings as a result of noncompliance with a financial reporting requirement due to misconduct, under the Sarbanes‑Oxley Act of 2002 (“SOX”), the CEO and the CFO would also be subject to a “clawback,” as required by SOX.
Benefits
All of our NEOs are eligible to participate in the same retirement, life insurance, health and welfare plans. To generally support more complicated financial planning and estate planning matters, NEOs are eligible for reimbursement of annual tax return preparation, tax advice, financial planning and estate planning expenses. Mr. Sotos is eligible for a maximum reimbursement of $12,000 per year and the remaining NEOs are eligible for a maximum reimbursement of $3,000 per year.
Potential Severance and Change‑In‑Control Benefits
Each NEO’s RPSU and RSU award agreements under the LTIP provide for special treatment in the event of such NEO’s termination of employment under certain circumstances, including in connection with a change-in-control. Additionally, Mr. Sotos, pursuant to his employment agreement, and the remaining NEOs, pursuant to the reduced disclosure formatCompany’s Executive Change-in-Control and General Severance Plan (the “CIC Plan”) as well as pursuant to the Compensation Committee’s discretion under the AIP, are entitled to additional severance payments and benefits in the event of termination of employment under certain circumstances, including following a change-in-control.

Change-in-control arrangements are considered a market practice among many publicly held companies. Most often, these arrangements are utilized to encourage executives to remain with the company during periods of extreme job uncertainty and to ensure that any potential transaction is thoroughly and objectively evaluated. In order to enable a smooth transition during an interim period, change-in-control arrangements provide a defined level of security for the executive and the company, enabling a more seamless implementation of a particular merger, acquisition or asset sale or purchase, and subsequent integration.
For a more detailed discussion, including the quantification of potential payments, please see the section entitled “Severance and Change-In-Control” following the executive compensation tables below.
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Other Matters
Stock Ownership Guidelines
The Compensation Committee and the Board require the CEO to hold Company stock with a value equal to 4.0 times his base salary until his separation from the Company. Senior Vice Presidents are required to hold Company stock with a value equal to 2.0 times their base salary until their separation from the Company. The Chief Accounting Officer was required to hold Company stock with a value of 1.5 times her base salary until her separation from the Company. Personal holdings and vested awards count towards the ownership multiple. Although NEOs are not required to make purchases of our common stock to meet their target ownership multiple, NEOs are restricted from divesting any securities until such ownership multiples are attained, except in the event of hardship or to make a required tax payment, and they must maintain their ownership multiple after any such transactions. Once met, they must maintain their ownership multiple during their service. The current target stock ownership for NEOs as of February 19, 2021 is shown below. All of our NEOs met or exceeded their stock ownership guidelines as of February 19, 2021, or in the case of Ms. Stillwell, as of the date of her separation from the Company.

Named Executive Officer
Target Ownership
Multiple
Actual Ownership
Multiple
Christopher S. Sotos4.0x16.9x
Chad Plotkin2.0x7.0x
Kevin P. Malcarney2.0x5.1x
Mary Lee Stillwell(1)
1.5x1.5x

(1) Ms. Stillwell voluntarily resigned from her employment with the Company in August 2020.
Tax and Accounting Considerations
Section 162(m) of the Internal Revenue Code (the “Code”) precludes us, as a public company, from taking a tax deduction for individual compensation to certain of our executive officers in excess of $1 million, subject to certain exemptions. Prior to 2018, the exemptions included an exclusion of performance-based compensation within the meaning of Section 162(m) of the Code (“Section 162(m)”). The Tax Cuts and Jobs Act, enacted in December 2017, however, amended Section 162(m) and eliminated the exclusion of performance-based compensation from the $1 million limit, subject to certain exemptions. The Compensation Committee believes tax deductibility of compensation is an important consideration and continues to consider the implications of legislative changes to Section 162(m). However, the Compensation Committee also believes that it is important to retain flexibility in designing compensation programs, and as a result, has not adopted a policy that any particular amount of compensation must be deductible to the Company under Section 162(m).

The Compensation Committee also takes into account tax consequences to NEOs in designing the various elements of our compensation program, such as designing the terms of awards to defer immediate income recognition under Section 409A of the Code. The Compensation Committee remains informed of, and takes into account, the accounting implications of its compensation programs. However, the Compensation Committee approves programs based on their total alignment with our strategy and long‑term goals.
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Compensation Tables
Summary Compensation Table
Fiscal Year Ended December 31, 2020
Name and Principal PositionYear
Salary
($)(1)
Bonus
($)
Stock
Awards
($)(2)
Option
Awards
($)
Non‑Equity
Incentive Plan
Compensation
($)(3)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)(4)
Total
($)
Christopher S. Sotos2020634,500 —1,900,423 —699,534 —14,111 3,248,568 
President and Chief2019606,304 —1,527,522 —906,235 —14,882 3,054,942 
Executive Officer2018500,000 —1,250,021 —626,809 —21,350 2,398,180 
Chad Plotkin2020394,615 —559,631 —281,551 —14,169 1,249,967 
Senior Vice President2019378,731 —475,020 —338,170 —15,200 1,207,120 
and Chief Financial2018350,000 —350,019 —219,383 —22,602 942,004 
Officer
Kevin P. Malcarney2020317,885 —362,301 —151,889 —10,550 842,625 
Senior Vice President,2019300,000 —300,019 —170,568 —11,077 781,663 
General Counsel and2018180,000 —589,868 —96,855 —500 867,223 
Corporate Secretary— 
Mary Lee Stillwell(5)
2020196,969 —227,905 —— —61,461 486,335 
Chief Accounting2019295,000 —221,261 —175,018 —10,892 702,171 
Officer201886,231 —556,336 —49,849 —— 692,416 

(1) Reflects base salary earnings.
(2) Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison — Stock Compensation. Clearway Energy, Inc. uses the Company’s Class C common stock price on the date of grant as the fair value of the Company’s RSUs. The fair value of RPSUs is estimated on the date of grant using a Monte Carlo simulation model. Prior to 2020, the number of RPSUs granted was based on the fair value of RPSUs estimated on the date of grant using a Monte Carlo simulation model. Beginning with awards granted in 2020, the number of RPSUs granted is based on the 10-day average closing price of the Company’s Class C common stock ending on the date of grant. This change in determining the number of RPSUs granted was implemented after reviewing the compensation practices of Compensation Peer Group companies. For RPSUs granted in 2020, if the maximum level of performance is achieved, the fair value will be approximately $2,052,179 for Mr. Sotos, $604,322 for Mr. Plotkin and $391,234 for Mr. Malcarney.
(3) The amounts shown in this column represent the annual incentive bonuses paid to the NEOs. Further information regarding the annual incentive bonuses is included in the “2020 Annual Incentive Bonuses” section of this CD&A.
(4) The amounts provided in the All Other Compensation column represent the additional benefits payable by the Company and include insurance benefits; the employer match under the Company’s 401(k) plan; financial counseling services up to $12,000 per year for Mr. Sotos and up to $3,000 per year for all other NEOs, not including the financial advisor’s travel or out-of-pocket expenses; and when applicable, the Company’s discretionary contribution to the 401(k) plan and payout upon termination of accrued but unused paid time off for Ms. Stillwell. The following table identifies the additional compensation for each NEO.

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NameYear
Life and
Disability
Insurance
Reimbursement
($)
Financial
Advisor
Services
($)
401(k)
Employer
Matching
Contribution
($)
401(k)
Discretionary
Contribution
($)
PTO Supplemental Payout ($)
Total
($)
Christopher S. Sotos2020— 2,711 11,400 — — 14,111 
20191,000 2,682 11,200 — — 14,882 
2018— 2,250 11,000 8,100 — 21,350 
Chad Plotkin2020— 3,000 11,169 — — 14,169 
20191,000 3,000 11,200 — — 15,200 
2018— 3,000 11,502 8,100 — 22,602 
Kevin P. Malcarney2020— — 10,550 — — 10,550 
2019— — 11,077 — — 11,077 
2018— 500 — — — 500 
Mary Lee Stillwell2020— — 9,940 — 51,522 61,461 
2019— — 10,892 — — 10,892 
2018— — — — — — 

(5) Ms. Stillwell was appointed as Chief Accounting Officer on August 31, 2018, and she voluntarily resigned from her employment with the Company in August 2020.

Grants of Plan‑Based Awards
Fiscal Year Ended December 31, 2020
Estimated Possible Payouts
Under
Non‑Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards
All Other
Stock
Awards:
Number
of Shares
of Stock
Grant
Date
Fair Value
of Stock
and
Option
Name
Award
Type
Grant
Date
Approval
Date
Threshold
($)(1)
Target
($)(2)
Maximum
($)(3)
Threshold
(#)
Target
(#)
Maximum
(#)
or Units
(#)
Awards
($)(4)
Christopher S. SotosAIP— — 305,500 611,000 1,222,000 — — — — — 
RPSU4/15/20202/18/2020— — — 14,198 56,792 85,188 — 1,368,119 
RSU4/15/20202/18/2020— — — — — — 28,016 532,304 
Chad PlotkinAIP— — 114,000 228,000 456,000 — — — — — 
RPSU4/15/20202/18/2020— — — 4,181 16,724 25,086 — 402,881 
RSU4/15/20202/18/2020— — — — — — 8,250 156,750 
Kevin P. MalcarneyAIP— — 61,500 123,000 246,000 — — — — — 
RPSU4/15/20202/18/2020— — — 2,707 10,827 16,241 — 260,822 
RSU4/15/20202/18/2020— — — — — — 5,341 101,479 
Mary Lee Stillwell(5)
AIP— — 60,770 121,540 243,080 — — — — — 
RPSU— — — — — — — — — — 
RSU4/15/20202/18/2020— — — — — — 11,995 227,905 

(1) Threshold non-equity incentive plan awards include AIP threshold payments, as presented in the CD&A.
(2) Target non-equity incentive plan awards include AIP target payments, as presented in the CD&A.
(3) Maximum non-equity incentive plan awards include AIP maximum payments, as presented in the CD&A.
(4) Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison—Stock Compensation. The Company uses the Class C common stock price on the date of grant as the fair value of the Company’s RSUs. The fair value of RPSUs is estimated on the date of grant using a Monte Carlo simulation model. For years preceding 2020, the number of RPSUs granted was based on the fair value of RPSUs estimated on the date of grant using a Monte Carlo simulation model. Beginning with awards granted in 2020, the number of RPSUs granted is based on the 10-day average closing price of the Company’s Class C common stock ending on the date of grant. This change in determining the number of the RPSUs granted was implemented after reviewing the compensation practices of Compensation Peer Group companies.
(5) Ms. Stillwell voluntarily resigned from her employment with the Company in August 2020.
77

Outstanding Equity Awards at Fiscal Year End
Fiscal Year Ended December 31, 2020
Option AwardsStock Awards
Number ofNumber ofNumberMarket ValueEquity Incentive Plan Awards
Name
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
of Shares
or Units of
Stock that
Have Not
Vested
(#)
of Shares or
Units of
Stock that
Have Not
Vested
($)
Number of
Unearned
Shares that
Have
Not Vested
(#)(1)
Market Value
of Unearned
Shares that Have
Not Vested
($)(1)
Christopher S. Sotos— — — — 
54,666 (2)
1,745,485 
151,062 (3)
4,823,410 
Chad Plotkin— — — — 
16,319 (4)
521,066 
44,813 (5)
1,430,879 
Kevin P. Malcarney— — — — 
12,504 (6)
399,253 
21,565(7)
688,570 
Mary Lee Stillwell(8)
— — — — — — — — 

(1) Assumes achievement at target award level for 2018, 2019 and 2020 RPSU awards as discussed in the CD&A.
(2) This amount represents 16,861 RSUs that vested on January 2, 2021, 9,329 RSUs that will vest on April 15, 2021, 9,789 RSUs that will vest on January 2, 2022, 9,329 RSUs that will vest on April 15, 2022, and 9,358 RSUs that will vest on April 15, 2023.
(3) This amount represents 39,599 RPSUs that vested on January 2, 2021, 54,671 that will vest on January 2, 2022 and 56,792 that will vest on April 15, 2023. On January 2, 2021, the 2018 RPSU award vested at 150% of target based on the Company’s TSR performance ranked against the TSR performance of the Performance Peer Group.
(4) This amount represents 5,024 RSUs that vested on January 2, 2021, 2,747 RSUs that will vest on April 15, 2021, 3,045 RSUs that will vest on January 2, 2022, 2,747 RSUs that will vest on April 15, 2022 and 2,756 RSUs that will vest April 15, 2023.
(5) This amount represents 11,088 RPSUs that vested on January 2, 2021, 17,001 that will vest on January 2, 2022 and 16,724 that will vest on April 15, 2023. On January 2, 2021, the 2018 RPSU award vested at 150% of target based on the Company’s TSR performance ranked against the TSR performance of the Performance Peer Group.
(6) This amount represents 5,240 RSUs that vested on January 2, 2021, 1,778 RSUs that will vest on April 15, 2021, 1,923 RSUs that will vest on January 2, 2022, 1,779 RSUs that will vest on April 15, 2022 and 1,784 RSUs that will vest on April 15, 2023.
(7) This amount represents 10,738 RPSUs that will vest on January 2, 2022 and 10,827 that will vest on April 15, 2023.
(8) Ms. Stillwell voluntarily resigned from her employment with the Company in August 2020.


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Option Exercises and Stock Vested
Fiscal Year Ended December 31, 2020
Option AwardsStock Awards
Name
Number of Shares
Acquired on
Exercise
(#)
Value Realized
on Exercise
($)
Number of Shares
Acquired
on Vesting
(#)(1)
Value Realized
on Vesting
($)(3)
Christopher S. Sotos— — 
102,494 (2)
2,051,670
Chad Plotkin— — 
29,015 (4)
580,829
Kevin P. Malcarney— — 
14,126 (5)
282,750
Mary Lee Stillwell(7)
— — 
14,531 (6)
290,959

(1) Includes shares and DERs that vested pursuant to underlying awards and converted to Class C common stock in 2020.
(2) Represents 16,840 RSUs and 1,364 DERs that vested on January 2, 2020 pursuant to the stock compensation awards granted on January 2, 2018 and January 2, 2019. Represents 8,776 RSUs, 61,815 RPSUs and 13,699 DERs that vested on January 3, 2020 pursuant to the stock compensation awards granted on January 3, 2017.
(3) The values are based on January 2, 2020 Class C common stock closing share price of $20.05 for awards and DERs that vested on January 2, 2020. The values are based on January 3, 2020 Class C common stock closing share price of $20.01 for awards and DERs that vested on January 3, 2020.
(4) Represents 5,017 RSUs and 396 DERs that vested on January 2, 2020 pursuant to the stock compensation awards granted on January 2, 2018 and January 2, 2019. Represents 2,458 RSUs, 17,308 RPSUs and 3,836 DERs that vested on January 3, 2020 pursuant to the stock compensation awards granted on January 3, 2017.
(5) Represents 1,916 RSUs and 94 DERs that vested on January 2, 2020 pursuant to the stock compensation award granted on January 2, 2019. Represents 10,967 RSUs and 1,149 DERs that vested on January 3, 2020 pursuant to the stock compensation award granted on May 11, 2018.
(6) Represents 4,283 RSUs and 211 DERs that vested on January 2, 2020 pursuant to the stock compensation award granted on January 2, 2019. Represents 9,249 RSUs and 788 DERs that vested on January 3, 2020 pursuant to the stock compensation award granted on August 31, 2018.
(7) Ms. Stillwell voluntarily resigned from her employment with the Company in August 2020.


Employment Agreements
The Company has not entered into employment agreements with any officers other than Mr. Sotos.
On August 8, 2016, the Company entered into an employment agreement with Mr. Sotos pursuant to which Mr. Sotos serves as the Company’s President and CEO for the term that began on May 6, 2016 (the “Effective Date”) and ending on the date that his employment is terminated by either party. The employment agreement entitled Mr. Sotos to an annual base salary of $500,000 for the period beginning on the Effective Date and ended on December 31, 2016. For each annual period thereafter, our Board determines whether to increase Mr. Sotos’ annual base salary (as noted in the above Summary Compensation Table, Mr. Sotos’ 2020 annualized base salary was $611,000). The employment agreement provides that, beginning with the 2016 fiscal year, Mr. Sotos is eligible to receive an annual bonus at a target amount equal to 100% of base salary (i.e., AIP bonus), based on achievement of criteria determined by the Board with input from Mr. Sotos. The maximum award opportunity each year is 200% of the target amount. The employment agreement further provides that Mr. Sotos is eligible to participate in the LTIP, on such terms as are set forth in the plan. Mr. Sotos’ target LTIP award for the 2020 fiscal year was approximately 264% of base salary.
In addition to the compensation and benefits described above, as well as paid vacation and director and officer liability insurance, the employment agreement provides that Mr. Sotos will receive the following:
•Reimbursement for annual tax return preparation expenses and tax advice and financial planning, up to a maximum of $12,000 per year;
•Eligibility to participate in the Company’s retirement plans, health and welfare plans, and disability insurance plans under the same terms, and to the same extent, as other senior management of the Company;
•Reimbursement for the costs of litigation or other disputes incurred in asserting any claims under the employment agreement, unless the court finds in favor of the Company; and
The employment agreement also entitles him to certain severance payments and benefits in the event his employment terminates under certain circumstances. These severance payments and benefits are described and quantified under the section “Severance and Change‑in‑Control” below. In addition, under the employment agreement, the Company has agreed to indemnify Mr. Sotos against any claims arising as a result of his position with the Company to the maximum extent permitted by General Instruction Ilaw.
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The employment agreement includes non‑competition and non‑solicitation restrictions on Mr. Sotos during the term of his employment and for one year after his termination of employment. The employment agreement also includes confidentiality, indemnification obligations and intellectual property restrictions and an obligation for Mr. Sotos to Form 10-K.cooperate with the Company in the event of any internal, administrative, regulatory, or judicial proceeding. The provisions of the employment agreement may only be waived with the written consent of the Company and Mr. Sotos.
Severance and Change‑In‑Control
Each NEO’s RPSU and RSU award agreements under the LTIP provide for special treatment in the event of such NEO’s termination of employment under certain circumstances. Upon death or disability, an NEO’s RSUs and RPSUs will vest in full and the performance metrics with respect to the RPSUs will be deemed to be achieved at target levels. Upon retirement, an NEO’s RSUs and RPSUs will remain eligible for vesting pursuant to the award agreement as though the NEO was continuously employed by the Company throughout the relevant period; provided that retirement occurs more than 12 months following the applicable award’s grant date. Further, if an NEO’s employment is involuntarily terminated by the Company without cause (as defined in Mr. Sotos’ employment agreement with respect to Mr. Sotos, and as defined in the LTIP with respect to the other NEOs) within the six months immediately prior to, or the 12 months immediately following, a change in control of the Company (as defined in the LTIP) (such period referred to herein as, the “Change in Control Period”), (i) such NEO’s RSUs will vest in full immediately upon the later of such change in control or such termination of employment and (ii) the Compensation Committee will, pursuant to the terms and conditions of the LTIP and RPSU award agreement(s), determine the final amount payable to the NEO, if any, pursuant to his or her RPSUs. In general, no RPSU or RSU accelerated vesting applies to any other involuntary termination, although new hire grants of RSUs, such as the grant made to Ms. Stillwell on August 31, 2018, provide pro-rated vesting for certain involuntary terminations of service that occur in connection with certain significant business events. Ms. Stillwell’s outstanding RSUs, including the above-described grants made to her on August 31, 2018, were forfeited as of the time of her resignation.

In addition to the above described treatment of his or her equity awards, Mr. Sotos, pursuant to his employment agreement, and the other NEOs, pursuant to the CIC Plan and in some cases, the AIP, are entitled to certain additional severance payments and benefits in the event of termination of employment under certain circumstances, including following a change‑in‑control.
Mr. Sotos’ Benefits
If Mr. Sotos’ employment is involuntarily terminated by the Company without cause or if he terminates his employment for good reason, subject to Mr. Sotos executing a release of claims, the Company agrees to provide Mr. Sotos with the following severance benefits:
•A lump sum payment equal to no less than 1.5 times Mr. Sotos’ annual base salary in effect at the time of the Effective Date;
•A lump sum payment equal to the target bonus opportunity under the then‑current bonus plan, which amount will be pro‑rated based on the number of days during the year that he was employed by the Company;
•Any unpaid bonus amount for the prior fiscal year to the extent not paid prior to the termination date; and
•Reimbursement of COBRA premiums for 18 months after the date of termination, except that such coverage will be discontinued if Mr. Sotos becomes eligible for medical benefits from a subsequent employer or otherwise.
If Mr. Sotos’ employment is involuntarily terminated by the Company without cause or if he terminates his employment for good reason, within the Change in Control Period, in lieu of the severance benefits set forth above, the Company will provide Mr. Sotos with the following severance benefits:

•A lump sum payment of no less than 3 times the sum of (a) Mr. Sotos’ base salary in effect at the Effective Date and (b) Mr. Sotos’ target bonus opportunity for the year of termination;
•A lump sum payment equal to the target bonus opportunity under the then‑current bonus plan, which amount will be pro‑rated based on the number of days during the year that he was employed by the Company;
•Any unpaid bonus amount for the prior fiscal year to the extent not paid prior to the termination date; and
•Reimbursement of COBRA premiums for 18 months after the date of termination, except that such coverage will be discontinued if Mr. Sotos becomes eligible for medical benefits from a subsequent employer or otherwise.
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If Mr. Sotos’ employment is terminated as a result of his death or disability, the Company agrees to pay him an amount equal to the target bonus opportunity for the year of termination, which amount will be pro‑rated based on the number of days during the year that Mr. Sotos’ was employed by the Company. In addition, the Company will pay Mr. Sotos any unpaid bonus amount for the prior fiscal year to the extent not paid prior to the termination date.
If an excise tax under Section 4999 of the Code would be triggered by any payments under Mr. Sotos’ employment agreement or otherwise upon a change‑in‑control, the Company will reduce such payments so that no amounts are subject to Section 4999 of the Code, if such reduction would cause the amount to be retained by Mr. Sotos to be greater than if Mr. Sotos were required to pay such excise tax.
NEO Benefits
Eligible NEOs may receive a discretionary payment of the pro-rated target bonus under the AIP in the event of such NEO’s termination of employment under certain circumstances, including upon his or her termination due to retirement or involuntary termination without cause. Such amount, if payable in the Compensation Committee’s discretion, will be pro-rated based on the number of days during the year that he or she was employed by the Company. In addition, under the CIC Plan, in the event of involuntary termination without cause, eligible NEOs are entitled to a general severance benefit equal to 1.5 times base salary payable in a lump sum amount and reimbursement for COBRA benefits continuation cost for a period of 18 months.
The CIC Plan also provides a change-in-control benefit in the event that, within six months prior to, as well as 12 months following, a change-in-control , an eligible NEO’s employment is either involuntarily terminated by the Company without cause or voluntarily terminated by such NEO for good reason. Mr. Plotkin’s change-in-control benefit consists of an amount equal to 2.99 times the sum of his base salary plus the annual target incentive for the year of termination, payable in a lump sum amount. The change-in-control benefit for other eligible NEOs (other than Mr. Plotkin) consists of an amount equal to two times the sum of their base salary plus the annual target incentive for the year of termination, payable in a lump sum amount. All such NEOs are also eligible for an amount equal to their target bonus for the year of termination, pro-rated for the number of days during the performance period that such NEO was employed by the Company and reimbursement for COBRA benefits continuation cost for a period of 18 months.
As a condition of receiving severance or change-in-control benefits, an eligible NEO must execute a release of claims and acknowledge the restrictive covenants in the CIC Plan. Such restrictive covenants include non-competition, non-solicitation and non-disparagement covenants applicable for one year after termination, confidentiality and intellectual property obligations.
If an excise tax under Section 4999 of the Code would be triggered for an eligible NEO by any payments under the CIC Plan or otherwise upon a change-in-control, the Company will reduce such payments so that no amounts are subject to Section 4999 of the Code, if such reduction would cause the amount to be retained by such NEO to be greater than if such NEO were required to pay such excise tax.
Definition of Change-in-Control , Etc.

In general, under Mr. Sotos’ employment agreement and the CIC Plan, a “change-in-control ” occurs in the event: (a) any person or entity (with certain exceptions), becomes the direct or indirect beneficial owner of 50% or more of the Company’s voting stock or obtains the power to, directly or indirectly, vote or cause to be voted 50% or more of the Company’s capital stock entitled to vote in the election of directors, including by contract or through proxy, (b) directors serving on the Board as of a specified date cease to constitute at least a majority of the Board unless such directors are approved by a vote of at least two-thirds (2/3) of the incumbent directors, provided that a person whose assumption of office is in connection with an actual or threatened election contest or actual or threatened solicitation of proxies including by reason of agreement intended to avoid or settle such contest shall not be considered to be an incumbent director, (c) any reorganization, merger, consolidation, sale of all or substantially all of the assets of the Company or other transaction is consummated and the previous stockholders of the Company fail to own at least 50% of the combined voting power of the resulting entity in substantially the same proportions of their ownership in the Company immediately prior to such transaction, or (d) the stockholders approve a plan or proposal to liquidate or dissolve the Company.
An involuntary termination without “cause” means the NEO’s termination by the Company for any reason other than the NEO’s (a) conviction of, or agreement to a plea of nolo contendere to, a felony or other crime involving moral turpitude (including an indictment therefor under the CIC Plan), (b) willful failure to perform his or her duties, (c) willful gross neglect or willful misconduct (including a material act of theft, fraud, malfeasance or dishonesty in connection with his or her performance of duties under the CIC Plan), or (d) breach of any written agreement between the Company or NEO, a violation of the Company’s Code of Conduct or other written policy (or in Mr. Sotos’ case, a material breach of his employment agreement).
81
A voluntary termination for “good reason” means the resignation of the NEO in the event of (a) a material reduction in his or her compensation or benefits, (b) a material diminution in his or her title, authority, duties or responsibilities, or (c) the failure of a successor to the Company to agree, in writing, to assume the CIC Plan within 15 days after a merger, consolidation, sale or similar transaction. In Mr. Sotos’ case only, “good reason” also includes (i) any material failure by the Company to comply with his employment agreement, (ii) his removal from the Board, (iii) the failure to elect him to the Board during any regular election, (iv) any reduction in his target annual bonus opportunity and long-term incentive award, or (v) a change in reporting structure of the Company requiring Mr. Sotos to report to anyone other than the Board. The CIC Plan was updated in 2021 to (among other things) (x) clarify that “good reason” events generally will not arise as a result of across-the-board reductions in compensation for the Company’s executives, and (y) designate that “good reason” will apply, in certain circumstances, when an executive’s applicable principal place of employment is relocated.

Potential Payments Upon Termination or Change‑In‑Control
The amount of compensation payable to each NEO in each circumstance is shown in the table below, assuming that termination of employment occurred as of December 31, 2020, and including payments that would have been earned as of such date. The amounts shown below do not include benefits payable under the Company’s 401(k) plan.
Named Executive Officer
Involuntary
Termination
Not for Cause ($)
Voluntary
Termination
for Good Reason ($)
Involuntary Not for
Cause or Voluntary
for Good Reason
Following
a Change in Control ($)
 Death or
Disability ($)
Christopher S. Sotos1,378,850 1,378,850 11,103,266 7,752,416 
Chad Plotkin828,390 — 4,196,809 2,348,499 
Kevin P. Malcarney616,224 — 2,181,115 1,288,141 
Mary Lee Stillwell(1)
— — — — 

(1) Ms. Stillwell voluntarily resigned from her employment with the Company in August 2020. Accordingly, disclosure is limited to the voluntary termination event (without good reason) that actually occurred, such that, no termination benefits were due or owing to Ms. Stillwell in connection with such voluntary termination event.
CEO Pay Ratio
As a result of the rules under the Dodd–Frank Act, the SEC requires disclosure of the CEO to median employee pay ratio. The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO, Mr. Sotos, to the annual total compensation of our median employee.
We determined that we could use in our 2020 CEO pay ratio analysis the same median employee that we identified in 2019 given that there has been no change in either our employee population or our employee compensation arrangements that we believe would significantly impact our 2020 pay ratio disclosure. Similarly, there has been no change in our median employee’s circumstances that we reasonably believe would result in a significant change to our 2020 pay ratio disclosure. Our median employee’s annual total compensation for 2020 was determined using the same rules that apply to reporting the compensation of our NEOs (including our CEO) in the “Total” column of the “Summary Compensation Table – 2018 – 2020” above. The following total compensation amounts were determined based on that methodology:

•The annual total compensation of the median employee for 2020 was $105,671.
•The annual total compensation of Mr. Sotos for 2020 was $3,248,568.
•As a result, we estimate that Mr. Sotos’ 2020 annual total compensation was approximately 31 times that of our median employee.
Given the different methodologies, exemptions, estimates and assumptions that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be solely used as a basis for comparison between companies.
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Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 12Clearway Energy LLC Ownership
    As of December 31, 2020, GIP, through CEG, owned 42,738,750 of each of the Company's Class B units and Class D units and Clearway, Inc. owned 34,599,645 of the Company's Class A units and 81,558,845 of the Company's Class C units. Clearway, Inc., through its holdings of Class A units and Class C units, has been omitted from this report pursuanta 57.61% economic interest in the Company. Clearway, Inc. consolidates the results of the Company through its controlling interest as sole managing member. GIP, through CEG's holdings of Class B units and Class D units, has a 42.39% economic interest in the Company.
Clearway Energy, Inc. Ownership
Stock Ownership of Executive Officers
    The following table sets forth information concerning beneficial ownership of Clearway, Inc.’s Class A and Class C common stock and combined voting power of Class A, Class B, Class C and Class D common stock for: (a) each NEO and (b) all executive officers as a group. The percentage of beneficial ownership is based on 34,599,645 shares of Class A common stock outstanding as of February 19, 2021 and 81,635,540 shares of Class C common stock outstanding as of February 19, 2021, and percentage of combined voting power is based on 78,582,138 votes represented by Clearway, Inc.’s outstanding Class A, Class B, Class C and Class D common stock in the aggregate as of February 19, 2021. The percentage of beneficial ownership and the percentage of combined voting power also include any shares that such person has the right to acquire within 60 days of February 19, 2021. Unless otherwise indicated, each person has sole voting and dispositive power with respect to the reduced disclosure format permittedshares set forth in the following table.
    The address of the beneficial owners is Clearway Energy, Inc., 300 Carnegie Center, Suite 300, Princeton, New Jersey 08540.
Common Stock
Class A Common StockClass C Common Stock% of
Executive Officers
Number(1)
% of Class A
Common Stock
Number(1)
% of Class C
Common Stock
Combined
Voting Power(2)
Christopher S. Sotos
23,100(3)
*
174,757(3)
**
Chad Plotkin
6,697(4)
*
43,309(4)
**
Kevin P. Malcarney
600(5)
*
32,903(5)
**
Mary‑Lee Stillwell—*7,882**
All executive officers as a
group (four people)
30,397(6)
*
258,851(6)
**

* Less than one percent of outstanding Class A common stock, Class C common stock or combined voting power, as applicable.
(1) The number of shares beneficially owned by General Instruction Ieach person or entity is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, each person or entity is considered the beneficial owner of any: (a) shares to Form 10-K.which such person or entity has sole or shared voting power or dispositive power and (b) shares that such person or entity has the right to acquire within 60 days.
(2) Represents the voting power of all of the classes of Clearway, Inc.’s common stock together as a single class. Each holder of Class A or Class B common stock is entitled to one vote for each share held. Each holder of Class C or Class D common stock is entitled to 1/100th of one vote for each share held. Holders of shares of Clearway, Inc.’s Class A, Class B, Class C and Class D common stock vote together as a single class on all matters presented to its stockholders for their vote or approval, except as otherwise provided by applicable law.
(3) Includes 8,908 DERs to be paid in Class C common stock. Excludes 37,805 RSUs and 111,463 RPSUs. Each RSU represents the right to receive one share of Class C common stock upon vesting. Each RPSU represents the potential to receive Class C common stock based upon Clearway, Inc. achieving a certain level of total shareholder return relative to Clearway, Inc.’s peer group over a three-year performance period. Each DER represents the right to receive the dividends and distributions that would have otherwise been paid with respect to a share subject to a RSU or RPSU award (if such share were outstanding rather than being subject to the applicable award).
(4) Includes 2,724 DERs to be paid in Class C common stock. Excludes 11,295 RSUs and 33,725 RPSUs. Each RSU represents the right to receive one share of Class C common stock upon vesting. Each RPSU represents the potential to receive Class C common stock based upon Clearway, Inc. achieving a certain level of total shareholder return relative to Clearway, Inc.’s peer group over a three-year performance period. Each DER represents the right to receive the dividends and distributions that would have otherwise been paid with respect to a share subject to a RSU or RPSU award (if such share were outstanding rather than being subject to the applicable award).
(5) Includes 1,734 DERs to be paid in Class C common stock. Excludes 7,264 RSUs and 21,565 RPSUs. Each RSU represents the right to receive one share of Class C common stock upon vesting. Each RPSU represents the potential to receive Class C common stock based upon Clearway, Inc. achieving a certain level of total shareholder return relative to Clearway, Inc.’s peer group over a three-year performance period. Each DER represents the right to receive the dividends and distributions that would have otherwise been paid with respect to a share subject to a RSU or RPSU award (if such share were outstanding rather than being subject to the applicable award).
(6) Consists of the total holdings of all executive officers as a group.
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Item 13 — Certain Relationships and Related Transactions, and Director Independence
Item 13 has been omittedRelationship with GIP and Clearway Energy, Inc.
    GIP, through its ownership of CEG, indirectly owns all of our outstanding Class B common stock and our Class D common stock, which represents, in the aggregate, 54.93% of the voting interest in our stock and receives distributions from this reportClearway Energy LLC through its ownership of Class B and Class D units of Clearway Energy LLC. Holders of our Class A common stock and Class C common stock hold, in the aggregate, the remaining 45.07% of the voting interest in our stock. Each holder of Class A or Class B common stock is entitled to one vote for each share held. Each holder of Class C or Class D common stock is entitled to 1/100th of one vote for each share held. The holders of our outstanding shares of Class A and Class C common stock are entitled to dividends as declared.
CEG Master Services Agreements
The Company, along with Clearway Energy LLC and Clearway Energy Operating LLC, entered into Master Services Agreements with CEG (the “CEG Master Services Agreements”), pursuant to which CEG and certain of its affiliates or third-party service providers provide certain services, including operational and administrative services, which include human resources, information systems, external affairs, accounting, procurement, and risk management services, to the Company and certain of its subsidiaries, and the Company and certain of its subsidiaries provide certain services, including accounting, internal audit, tax and treasury services, to CEG, in exchange for the payment of fees in respect of such services. For the year ended December 31, 2020, the Company paid approximately $2,493,000 under the CEG Master Services Agreements. In addition, certain Thermal and Conventional segments projects reimbursed CEG approximately $2,753,000 during the year ended December 31, 2020 for costs incurred by CEG on behalf of such entities.
Right of First Offer Agreements
CEG ROFO Agreement
On August 31, 2018, we entered into a ROFO Agreement with CEG (the “CEG ROFO Agreement”) and, solely for certain purposes thereof, GIP, pursuant to which CEG granted us and our subsidiaries a right of first offer on any proposed sale or transfer of certain assets owned by CEG. On August 1, 2019, the CEG ROFO Agreement was amended to grant us and our affiliates a right of first offer on any proposed sale, transfer or other disposition of certain assets of CEG (the “CEG ROFO Assets”) until August 31, 2023, as listed in the table below. CEG is not obligated to sell the remaining CEG ROFO Assets to us and, if offered by CEG, we cannot be sure whether these assets will be offered on acceptable terms or that we will choose to consummate such acquisitions.
The assets listed below represent our currently committed investments in projects with CEG, as well as the assets subject to our ROFO Agreement with CEG:
Committed Investments and CEG ROFO Assets
AssetTechnologyGross CapacityStateCODStatus
Pinnacle RepoweringWind55WV2021Committed
Mesquite Sky (a)
Wind345TX2021Committed
Black Rock (a)
Wind110WV2021Committed
Mililani I (a)
Solar39HI2022Committed
Waiawa (a)
Solar36HI2022Committed
Daggett (a)
Solar482CA2022Committed
WildflowerSolar100MS2023ROFO

(a) Projects included in a co-investment partnership with Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Prior to engaging in any negotiation regarding any disposition, sale or other transfer of any of the remaining CEG ROFO Assets, CEG will deliver a written notice to us setting forth the material terms and conditions of the proposed transaction. During the 30‑day period after the delivery of such notice, we will negotiate with CEG in good faith to reach an agreement on the transaction. If we do not reach an agreement within such 30‑day period, CEG will be able within the next 180 calendar days to sell, transfer, dispose or recontract such CEG ROFO Asset to a third party (or to agree in writing to undertake
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such transaction with a third party) on terms generally no less favorable to CEG than those offered pursuant to the reduced disclosure formatwritten notice.
Under the CEG ROFO Agreement, CEG is not obligated to sell the remaining CEG ROFO Assets. In addition, any offer to sell under the CEG ROFO Agreement will be subject to an inherent conflict of interest because the same professionals within CEG’s organization that are involved in acquisitions that are suitable for us have responsibilities within CEG’s broader asset management business. Notwithstanding the significance of the services to be rendered by CEG or their designated affiliates on our behalf or of the assets which we may elect to acquire from CEG in accordance with the terms of the CEG ROFO Agreement or otherwise, CEG does not owe fiduciary duties to us or our stockholders. Any material transaction with CEG (including the proposed acquisition of any CEG ROFO Asset) will be subject to our related person transaction policy, which will require prior approval of such transaction by our Corporate Governance, Conflicts and Nominating Committee.
The Company and CEG work collaboratively in considering new assets to be added under the CEG ROFO Agreement or to be acquired by the Company outside of the CEG ROFO Agreement.
Drop Drown Transactions

On January 12, 2021, we acquired 100% of CEG's equity interest and a third party investor's minority interest in Rattlesnake Flat, LLC, which owns the Rattlesnake Wind Project, a 160 net MW wind facility located in Adams County, WA which achieved commercial operations in January 2021, for $132 million in cash consideration and expects its net capital commitment to be $119 million after proceeds from a state sales and use tax refund which are expected to be received in 2021.
On December 21, 2020, subsidiaries of the Company entered into the Lighthouse Partnership Agreements providing for the Company’s co-investment in a 1,204 MW portfolio of renewable energy projects developed by CEG. In addition, the agreements included an amendment of the partnership that owns the 419 MW Mesquite Star wind project, providing the Company with additional project cash flows after the first half of 2031. As described below, the Company had previously acquired an interest in Mesquite Star Pledgor LLC, which was subsequently renamed Lighthouse Renewable Holdco LLC. The 1,204 MW portfolio of renewable energy projects includes:
◦Five geographically diversified wind, solar and solar plus storage assets under development totaling 1,012 MW, and
◦The 192 MW Rosamond Central solar project, located in Kern County, California. On December 21, 2020, the Company acquired 100% of the Class A membership interests of Rosie TargetCo LLC, which consolidates its interest in a tax equity fund that owns the project, for approximately $24 million in cash consideration. Rosie TargetCo LLC is a partnership, whose Class B membership interests are owned by a third party investor. The Company is entitled to a 50% cash equity interest in Rosamond Central through its Class A membership interests.
For the above-mentioned transactions, the Company expects to invest an estimated $215 million in corporate capital by the end of 2022, subject to closing adjustments and the projects achieving certain milestones. The expected net corporate capital includes the $24 million already invested in Rosamond Central in 2020 and the purchase price adjustment received concurrent with the partnership agreement amendment for Mesquite Star.
On November 20, 2020, we acquired from Clearway Renew LLC, a subsidiary of CEG, and a third party investor, 100% of the cash equity interests in Langford Holding LLC, which owns the Langford wind project, for total cash consideration of approximately $64 million. The Langford wind project is a 160 MW wind project located in West Texas which was repowered and achieved commercial operations in November 2020.
On November 2, 2020, we acquired from CEG (i) the Class B membership interests in the DGPV Holdco Entities and (ii) an SREC Contract for an aggregate of $44 million in cash consideration.
On November 2, 2020, the CEG ROFO Agreement was amended to (i) add the assets comprising the cash equity partnership offer from CEG to the pipeline under the CEG ROFO Agreement, (ii) memorialize as a CEG ROFO Asset the contract related to the monetization of renewable energy credits associated with assets within the DGPV Holdco Entities, which was acquired at the same time; and (iii) extend the third-party negotiation periods for CEG’s residual interest in Kawailoa and Oahu assets as well as the assets comprising the cash equity partnership offer from CEG to November 2, 2021.
On September 1, 2020, we, through our indirect subsidiary Mesquite Star HoldCo LLC, acquired the Class A membership interests in Mesquite Star Pledgor LLC from Clearway Renew LLC, a subsidiary of CEG, for $74 million in cash consideration inclusive of a purchase price adjustment received in the fourth quarter of 2020 concurrent with the partnership
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amendment referenced below. Mesquite Star Pledgor LLC is the primary beneficiary and consolidates its interest in a tax equity fund that owns the Mesquite Star wind project, a 419 MW utility scale wind project located in Fisher County, Texas. A majority of the project’s output is backed by contracts with investment grade counterparties with a 12 year weighted average contract life. As described above, Mesquite Star Pledgor LLC was renamed Lighthouse Renewable Holdco LLC and the Class B membership interests were sold to a third party investor.The investor and the Company amended the terms of the related partnership and as a result, the Company now consolidates its interest in the Mesquite Star wind project, through its consolidation of Lighthouse Renewable Holdco LLC.
On April 17, 2020, we entered into binding agreements related to the previously announced drop down offer from CEG to enable us to acquire and invest in a portfolio of renewable energy projects. The following projects are included in the drop down:
◦CEG's interest in Repowering Partnership II LLC (Repowering 1.0), which we acquired on May 11, 2020 for cash consideration of $70 million,
◦100% of the equity interests in Rattlesnake Flat, LLC, which owns the Rattlesnake Wind Project, a 160 net MW wind facility located in Adams County, WA which we acquired on January 12, 2021 as mentioned above, and
◦On February 26, 2021, the Company, through an indirect subsidiary, entered into an amended partnership agreement with CEG to repower the Pinnacle Wind Project, a 55 net MW wind facility located in Mineral County, WV. The amended agreement commits us to invest an estimated $67 million in net corporate capital, subject to closing adjustments, and no longer requires an additional payment in 2031. The existing Pinnacle Wind power purchase agreements will continue to run through 2031. Commercial operations and corporate capital funding for the Pinnacle Wind Repowering Partnership are expected to occur in the second half of 2021.
For the above mentioned transactions, the agreements commit us to invest an estimated $256 million in net corporate capital, subject to closing adjustments.
Partnerships with CEG
DGPV Holdco Consolidation
On November 2, 2020, the Company acquired the Class B membership interests in DGPV Holdco 1, DGPV Holdco 2 and DGPV Holdco 3 (the “DGPV Holdco Entities”) from Renew DG Holdings LLC, a subsidiary of CEG, and a Solar Renewable Energy Credit (“SREC”) contract for $44 million in cash consideration. Subsequent to the acquisition of the remaining interests in the DGPV Holdco Entities, the Company transferred its interests to DG-CS Master Borrower LLC, and issued debt that was utilized to repay existing project-level debt outstanding and unwind interest rate swaps for certain of the tax equity arrangements related to the underlying project funds. Effective with the acquisition of the Class B membership interests of the DGPV Holdco Entities, the Company consolidates all of the DGPV Holdco Entities, including DG-CS Master Borrower LLC, and its subsidiaries, which consist of seven tax equity funds that collectively own approximately 172 distributed solar projects with a combined 286 MW of capacity.
RPV Holdco 1 LLC
On May 14, 2020, the Company sold its interests in RPV Holdco 1 LLC to a third party for net proceeds of approximately $75 million.
Repowering Partnership
On August 30, 2018, Wind TE Holdco, an indirect subsidiary of the Company, formed a partnership with Clearway Renew LLC, an indirect subsidiary of CEG, in order to facilitate the repowering of wind facilities of two of its indirect subsidiaries, Elbow Creek Wind Project LLC, or Elbow Creek, and Wildorado Wind LLC, or Wildorado Wind. Wind TE Holdco contributed its interests in the two facilities and Clearway Renew LLC contributed a turbine supply agreement, including title to certain components that qualify for production tax credits.
On June 14, 2019, Repowering Partnership LLC was replaced with Repowering Partnership II LLC as the owner of the Elbow Creek and Wildorado Wind projects, as well as Repowering Partnership Holdco LLC. We invested $101.6 million in net corporate capital to fund the repowering of the wind facilities during the fourth quarter of 2019 and the first quarter of 2020. These assets have reached Repowering COD.
Kawailoa Solar Partnership
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On May 1, 2019, the Company entered into a partnership with Clearway Renew LLC, a subsidiary of CEG, to own, finance, operate and maintain the Kawailoa Solar Partnership, which consists of the Kawailoa Solar Project, a 49 MW utility-scale solar generation project located in Oahu, Hawaii. The Company contributed $9 million into the partnership during the year ended December 31, 2019.
Oahu Solar Partnership
On March 8, 2019, the Company entered into a partnership with Clearway Renew LLC, a subsidiary of CEG, to own, finance, operate and maintain the Oahu Solar projects, which consist of Lanikuhana and Waipio, 15 MW and 46 MW utility-scale solar generation projects, respectively, located in Oahu, Hawaii, which both reached COD in September 2019 and began to sell power to HECO pursuant to the long-term power purchase agreements. The Company contributed $20 million into the partnership during the year ended December 31, 2019.
Operations and Maintenance Agreements
CEG provides operations and maintenance (“O&M”) and day‑to‑day operational support to our utility scale solar and wind facilities in accordance with O&M agreements with us. Each of the counterparties to the O&M agreements is an affiliate of CEG. The O&M agreements for which the amount paid to CEG exceeded $120,000 during fiscal year 2020 are described in the table below. Under these O&M agreements, we generally pay an annual or monthly fee, which may be subject to annual adjustment, plus any reimbursable expenses.
ProjectAgreement Description
Approximate Amount
 Paid to CEG
Solar
AvenalO&M Agreement, dated January 31, 2011$517,000 
BorregoO&M Agreement, dated August 1, 2012$430,000 
Buckthorn SolarO&M Agreement, dated May 22, 2017$2,964,000 
Chestnut Fund LLCO&M Agreement, dated February 9, 2018$839,000 
Clearway & EFS Distributed Solar LLCO&M Agreement, dated October 28, 2016$209,000 
CVSRO&M Agreement, dated September 30, 2011$4,485,000 
DGPV Fund 2 LLCO&M Agreement dated, September 4, 2015$247,000 
DGPV Fund 4 LLCO&M Agreement dated, June 16, 2017$1,019,000 
Golden Puma Fund LLCO&M Agreement dated, March 30, 2017$883,000 
Kansas SouthO&M Agreement, dated June 13, 2017$967,000 
Kawailoa Solar LLCO&M Agreement, dated December 14, 2017$147,000 
Lanikuhana Solar LLCO&M Agreement, dated December 28, 2017$312,000 
Solar BlytheO&M Agreement, dated November 1, 2017$368,000 
Solar Community 1 LLCO&M Agreement, dated February 9, 2018$247,000 
SPP Fund IIO&M Agreement, dated October 31, 2017$515,000 
SPP Fund IIIO&M Agreement, dated October 31, 2017$263,000 
TA High DesertO&M Agreement, dated June 9, 2017$474,000 
Waipio PV LLCO&M Agreement, dated December 28, 2017$591,000 
Wind
Alta Wind XO&M Agreement, dated December 12, 2016$1,955,000 
Alta Wind XIO&M Agreement, dated December 12, 2016$1,625,000 
Alta Wind IO&M Agreement, dated December 12, 2016$1,480,000 
Alta Wind IIO&M Agreement, dated December 12, 2016$378,000 
Alta Wind IIIO&M Agreement, dated December 12, 2016$383,000 
Alta Wind IVO&M Agreement, dated December 12, 2016$307,000 
Alta Wind VO&M Agreement, dated December 12, 2016$453,000 
Buffalo BearO&M Agreement, dated May 1, 2016$277,000 
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ProjectAgreement Description
Approximate Amount
 Paid to CEG
CrosswindsO&M Agreement, dated May 1, 2016$639,000 
Elbow CreekO&M Agreement, dated October 31, 2018$1,846,000 
Elkhorn RidgeO&M Agreement, dated May 9, 2008$495,000 
ForwardO&M Agreement, dated October 20, 2016$493,000 
Goat WindO&M Agreement, dated February 18, 2008$2,192,000 
HardinO&M Agreement, dated May 1, 2016$373,000 
Laredo RidgeO&M Agreement, dated December 24, 2015$1,883,000 
LookoutO&M Agreement, dated February 11, 2008$824,000 
Mesquite Star Special LLCO&M Agreement, dated May 7, 2019$978,000 
OdinO&M Agreement, dated September 16, 2016$548,000 
PinnacleO&M Agreement, dated December 1, 2016$1,252,000 
San Juan MesaO&M Agreement, dated December 27, 2005$2,277,000 
Sleeping BearO&M Agreement, dated May 1, 2016$1,369,000 
Spanish ForkO&M Agreement, dated September 16, 2016$414,000 
South TrentManagement O&M Agreement, dated October 1, 2015$1,303,000 
TalogaO&M Agreement, dated July 1, 2016$2,749,000 
WildoradoO&M Agreement, dated February 11, 2008$2,620,000 

Asset Management and Administrative Services Agreements
CEG provides day-to-day administrative support to certain of our project-level entities in accordance with asset management and administrative services agreements (the “ASAs”). The ASAs for which the amount involved exceeded $120,000 during fiscal year 2020 are described in the table below. Under these agreements, we generally pay an annual or monthly fee, which may be subject to annual adjustment, plus any reimbursable expenses.
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ProjectAgreement Description
Approximate
Amount
Paid to CEG
Solar
AlpineAsset Management Agreement, dated March 15, 2012$146,000 
Buckthorn SolarAsset Management Agreement, dated May 22, 2017$240,000 
Chestnut Fund LLCAsset Management Agreement, dated July 31, 2017$202,000 
CS4 Fund LLCAsset Management Agreement, dated November 29, 2018$175,000 
CVSR HoldcoAsset Management Agreement, dated April 26, 2016$217,000 
Kawailoa Solar HoldingsAsset Management Agreement, dated December 14, 2017$123,000 
Oahu SolarAsset Management Agreement, dated December 28, 2017$192,000 
Solar Community 1 LLCAsset Management Agreement, dated March 29, 2013$636,000 
SPP Fund IIIAsset Management Agreement, dated October 31, 2017$128,000 
SPP P-IV Master LesseeAsset Management Agreement, dated July 12, 2012$180,000 
Utah Solar Holdings LLCMaster Management Agreement, dated March 27, 2017$302,000 
Wind
Buffalo BearAmended and Restated Services Agreement, dated September 15, 2011$250,000 
Elbow CreekProject Administration Agreement, dated January 1, 2018$255,000 
ForwardServices Agreement, dated January 1, 2012$193,000 
Laredo RidgeSupport Services Agreement, dated May 27, 2010$155,000 
LookoutServices Agreement, dated January 1, 2012$193,000 
PinnacleAmended and Restated Services Agreement, dated September 15, 2011$166,000 
Sleeping BearServices Agreement, dated January 1, 2012$193,000 
South TrentProject Administration Agreement, dated October 1, 2015$232,000 
Spanish ForkServices Agreement, dated January 1, 2012$193,000 
TalogaServices Agreement, dated November 20, 2012$154,000 
Viento Funding II, Inc.Management and Administration Agreement, dated July 1, 2013$403,000 
WildoradoProject Administration Agreement, dated September 25, 2017$246,000 
Wind TE Holdco LLCServices Agreement, dated November 3, 2014$1,011,000 

Insurance Reimbursements
During 2020, we paid approximately $34,951,000 for insurance premium reimbursements to CEG.
Fourth Amended and Restated Limited Liability Company Agreement of Clearway Energy LLC
The following is a description of the material terms of Clearway Energy LLC’s Fourth Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”). For the year ended December 31, 2020, Clearway Energy LLC made approximately $120,992,000 in distributions to us and $89,794,000 to CEG (the holder of Class B and Class D units).
Governance
Clearway, Inc. serves as the sole managing member of the Company. As such, Clearway, Inc. and effectively Clearway, Inc.’s Board, control the business and affairs of the Company and are responsible for the management of our business.
Voting and Economic Rights of Members
We have four classes of Units: Class A units, Class B units, Class C units and Class D units. Class A units and Class C units may be issued only to
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Clearway, Inc. as the sole managing member, and Class B units and Class D units may be issued only to CEG and held by CEG or its permitted transferees. Units of each of the four classes have equivalent economic and other rights, except that upon issuance, each holder of a Class B unit will also be issued a share of our Class B common stock, and each holder of a Class D unit will also be issued a share of our Class D common stock. Each Class B unit is exchangeable for a share of our Class A common stock and each Class D unit is exchangeable for a share of our Class D common stock, in each case subject to equitable adjustments for stock splits, dividends and reclassifications in accordance with the terms of the Exchange Agreement (as described below).

Net profits and net losses and distributions by General Instruction Ithe Company are allocated and made to Form 10-K.holders of units in accordance with the respective number of membership units of the Company held. Generally, the Company will make distributions to holders of units for the purpose of funding tax obligations in respect of income of the Company that is allocated to the members of the Company.
Clearway, Inc.’s Coordination with Clearway Energy LLC
Any time Clearway, Inc. issues a share of Class A common stock or a share of Class C common stock for cash, the net proceeds therefrom will promptly be transferred to us, and we will either:
•    transfer a newly issued Class A unit of the Company to Clearway, Inc. in the case of the issuance of a share of Class A common stock, or a newly issued Class C unit of the Company to Clearway, Inc. in the case of the issuance of a share of Class C common stock; or
•    use the net proceeds to purchase a Class B unit of the Company from CEG in the case of the issuance of a share of Class A common stock, which Class B unit will automatically convert into a Class A unit of the Company when transferred to Clearway, Inc., or a Class D unit of the Company from CEG in the case of the issuance of a share of Class C common stock, which Class D unit will automatically convert into a Class C unit of the Company when transferred to Clearway, Inc.
If Clearway, Inc. elects to redeem any shares of their Class A common stock or Class C common stock for cash, the Company will, immediately prior to such redemption, redeem an equal number of Class A units or Class C units, as applicable, held by Clearway, Inc. upon the same terms and for the same price, as the shares of Class A common stock so redeemed.
Exchange Agreement
Clearway, Inc. entered into an Amended and Restated Exchange Agreement with NRG (the “Exchange Agreement”), which was assigned to CEG upon the GIP Transaction. Under the Exchange Agreement, CEG (and certain permitted assignees and permitted transferees who acquire Class B units or Class D units of the Company) may from time to time cause us to exchange their Class B units for shares of Clearway, Inc.’s Class A common stock on a one‑for‑one basis, subject to adjustments for stock splits, stock dividends and reclassifications, or exchange their Class D units for shares of Clearway, Inc.’s Class C common stock on a one‑for‑one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications.
When CEG or its permitted transferee exchanges a Class B unit of the Company for a share of Clearway, Inc.’s Class A common stock, Clearway, Inc. will automatically redeem and cancel a corresponding share of their Class B common stock and the Class B unit will automatically convert into a Class A unit when issued to Clearway, Inc.; similarly, when CEG or its permitted transferee exchanges a Class D unit of the Company for a share of Clearway, Inc.’s Class C common stock, Clearway, Inc. will automatically redeem and cancel a corresponding share of their Class D common stock and the Class D unit will automatically convert into a Class C unit when issued to Clearway, Inc. As a result, when a holder exchanges its Class B units for shares of Clearway, Inc.’s Class A common stock, or its Class D units for shares of Clearway, Inc.’s Class C common stock, Clearway, Inc.’s interest in the Company will be correspondingly increased.
Indemnification of Officers
Clearway, Inc. has entered into indemnification agreements with each of our executive officers. The indemnification agreements provide the executive officers with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Delaware law.
Registration Rights Agreement
Clearway, Inc. entered into an Amended and Restated Registration Rights Agreement with NRG (the “Registration Rights Agreement”), which was assigned to CEG upon the GIP Transaction. Under the Registration Rights Agreement, CEG
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and its affiliates are entitled to demand registration rights, including the right to demand that a shelf registration statement be filed, and “piggyback” registration rights, for shares of Clearway, Inc.’s Class A common stock that are issuable upon exchange of Class B units of the Company that CEG owns and shares of Clearway, Inc.’s Class C common stock that are issuable upon exchange of the Class D units of the Company that CEG owns.
Procedures for Review, Approval and Ratification of Related Person Transactions; Conflicts of Interest
    The Company does not have a separate policy regarding related party transactions, as all of its officers are subject to the written Related Person Policy provides that the Corporate Governance, Conflicts and Nominating Committee of the Board will periodically review all related person transactions that are required to be disclosed under SEC rules and, when appropriate, initially authorize or ratify all such transactions.
    The Related Person Policy operates in conjunction with Clearway, Inc.’s Code of Conduct and is applicable to all “Related Person Transactions”, which are all transactions, arrangements or relationships in which:
•    the aggregate amount involved will or may be expected to exceed $50,000 in any calendar year;
•    Clearway, Inc. is a participant; and
•    any Related Person (as that term is defined below) has or will have a direct or indirect interest.
A “Related Person” is:
•any person who is, or at any time during the applicable period was, a director of the Company or a nominee for director or an executive officer;
•any person who is known to Clearway, Inc.to be the beneficial owner of more than 5% of any class of Clearway, Inc.’s voting stock;
•any immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother‑in‑law, father‑in‑law, son‑in‑law, daughter‑in‑law, brother‑in‑law or sister‑in‑law of the director, nominee for director, executive officer or more than 5% beneficial owner of any class of Clearway, Inc.’s voting stock, and any person (other than a tenant or employee) sharing the household of such director, nominee for director, executive officer or more than 5% beneficial owner of any class of the Company’s voting stock; and
•any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.
    In determining whether to recommend the initial approval or ratification of a Related Person Transaction, the Corporate Governance, Conflicts and Nominating Committee considers all of the relevant facts and circumstances available, including (if applicable) but not limited to: (a) whether there is an appropriate business justification for the transaction; (b) the benefits that accrue to us as a result of the transaction; (c) the terms available to unrelated third parties entering into similar transactions; (d) the impact of the transaction on director independence (in the event the related person is a director, an immediate family member of a director or an entity in which a director or an immediate family member of a director is a partner, stockholder, member or executive officer); (e) the availability of other sources for comparable products or services; (f) whether it is a single transaction or a series of ongoing, related transactions; and (g) whether entering into the transaction would be consistent with the Related Person Transaction Policy.
    If the aggregate amount involved is expected to be less than $500,000, the transaction may be approved or ratified by the Chair of the Corporate Governance, Conflicts and Nominating Committee.
    As part of its review of each Related Person Transaction, the Corporate Governance, Conflicts and Nominating Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than the terms generally available to an unaffiliated third‑party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction. This Related Person Policy also provides that certain transactions, based on their nature and/or monetary amount, are deemed to be pre‑approved or ratified by the Corporate Governance, Conflicts and Nominating Committee and do not require separate approval or ratification.
    Transactions involving ongoing relationships with a Related Person will be reviewed and assessed at least annually by the Corporate Governance, Conflicts and Nominating Committee to ensure that such Related Person Transactions remain appropriate and in compliance with the Committee’s guidelines.
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    The Committee’s activities with respect to the review and approval or ratification of all Related Person Transactions are reported periodically to the Board. Any transaction between us and any Related Person, including CEG, will be subject to the prior review and approval of our Corporate Governance, Conflicts and Nominating Committee.

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Item 14 — Principal Accounting Fees and Services
Audit and Nonaudit Fees
The following table presents fees for professional services rendered by KPMG LLP, the Company's principal independent registered public accounting firm, for the years ended December 31, 20172020 and December 31, 2016.2019.
Year Ended
December 31,
2020(a)
2019
Audit Fees$4,571,030 $3,279,000 
Audit-Related Fees— — 
Tax Fees261,340 857,840 
All Other Fees— — 
Total$4,832,370 $4,136,840 
 
Year Ended
December 31,
 2017 2016
Audit Fees$1,916,700
 $1,952,210
Audit-Related Fees—
 —
Tax Fees12,700
 79,269
All Other Fees—
 —
Total$1,929,400
 $2,031,479

(a) Includes amounts related to 2019 audit fees subsequently billed in 2020.
Audit Fees
For 20172020 and 20162019 audit services, KPMG LLP billed the Company approximately $1,916,700$4,571,030 and $1,952,210,$3,279,000, respectively, for the audit of the Company’s consolidated financial statements and the review of the Company’s quarterly consolidated financial statements on Form 10-Q that are customary under the standards of the Public Company Accounting Oversight Board (United States), and in connection with statutory audits.
Audit-Related Fees
There were no audit-related fees billed to the Company by KPMG LLP for 20172020 or 2016.2019.
Tax Fees
There were approximately $12,700$261,340 in tax fees billed to the Company by KPMG LLP for 2017,2020, relating mainly to compliance work. There were approximately $79,269$857,840 in tax fees billed to the Company by KPMG LLP for 2016.2019.
All Other Fees
There were no other fees billed to the Company by KPMG LLP for 20172020 or 2016.


2019.
Policy on Audit Committee Pre-approval
The Audit Committee of Yield,Clearway Energy, Inc. is responsible for appointing, setting compensation for, and overseeing the work of the independent registered public accounting firm of the Company. The Audit Committee of Yield,Clearway Energy, Inc. has established a policy regarding pre-approval of all audit and permissible nonaudit services provided by the independent registered public accounting firm of the Company.
The Audit Committee of Yield,Clearway Energy, Inc. will annually review and pre-approve services that are expected to be provided by the independent registered public accounting firm. The term of the pre-approval will be 12 months from the date of the pre-approval, unless the Audit Committee of Yield,Clearway Energy, Inc. approves a shorter time period. The Audit Committee may periodically amend and/or supplement the pre-approved services based on subsequent determinations.
Unless the Audit Committee of Yield,Clearway Energy, Inc. has pre-approved Audit Services or a specified category of nonaudit services, any engagement to provide such services must be pre-approved by the Audit Committee of Yield,Clearway Energy, Inc. if it is to be provided by the independent registered public accounting firm. The Audit Committee of Yield,Clearway Energy, Inc. must also pre-approve any proposed services exceeding the pre-approved budgeted fee levels for a specified type of service.
The Audit Committee of Yield,Clearway Energy, Inc. has authorized its Chair to pre-approve services in amounts up to $100,000 per engagement. Engagements exceeding $100,000 must be approved by the full Audit Committee of Yield,Clearway Energy, Inc. Engagements pre-approved by the Chair are reported to the Audit Committee of Yield,Clearway Energy, Inc. at its next scheduled meeting.

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PART IV
Item 15 — Exhibits, Financial Statement Schedules
(a)(1) Financial Statements
The following consolidated financial statements of NRG YieldClearway Energy LLC and related notes thereto, together with the reports thereon of KPMG LLP, are included herein:
Consolidated Statements of Operations — Years ended December 31, 2017, 20162020, 2019 and 20152018
Consolidated Statements of Comprehensive (Loss) Income — Years ended December 31, 2017, 20162020, 2019 and 20152018
Consolidated Balance Sheets — As of December 31, 20172020 and 20162019
Consolidated Statements of Cash Flows — Years ended December 31, 2017, 20162020, 2019 and 20152018
Consolidated Statements of Members' Equity — Years ended December 31, 2017, 20162020, 2019 and 20152018
Notes to Consolidated Financial Statements
(a)(2) NotFinancial Statement Schedules
The following schedules of Clearway Energy, Inc. are filed as part of Item 15 of this report and should be read in conjunction with the Consolidated Financial Statements:
Schedule I — Clearway Energy LLC Financial Statements for the years ended December 31, 2020, 2019 and 2018, are included in Clearway Energy LLC's Annual Report on Form 10-K pursuant to the requirements of Rule 5-04(c) of Regulation S-X
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted    
(a)(3) Exhibits: See Exhibit Index submitted as a separate section of this report
(b) Exhibits
See Exhibit Index submitted as a separate section of this report
(c) Not applicable

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Report of Independent Registered Public Accounting Firm
TheTo the Members
NRG YieldClearway Energy LLC:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of NRG YieldClearway Energy LLC and subsidiaries (the “Company”)Company) as of December 31, 20172020 and 2016,2019, the related consolidated statements of operations, comprehensive income (loss), members’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2017,2020 and the related notes and financial statement schedule, (“Schedule I-Condensed Financial Information of Registrant”) (collectively, the “consolidatedconsolidated financial statements”)statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172020 and 2016,2019, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2017,2020, in conformity with U.S. generally accepted accounting principles.
Changes in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for Revenue from Contracts with Customers as of January 1, 2018 due to the adoption of Topic 606.
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for Leases as of January 1, 2019 due to the adoption of Topic 842.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation over the recoverability of certain long-lived assets
As discussed in Note 2 to the consolidated financial statements, long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate their carrying value may not be recoverable. Recoverability of assets to be held and used is tested by comparing the carrying amount of the assets to the future net cash flows expected to be generated by the asset, through considering project specific assumptions for long-term energy prices, escalated future project operating costs, and expected plant operations. An impairment loss is indicated
95
if the total future undiscounted cash flows expected from an asset are less than its carrying value. An impairment charge is measured as the difference between the asset’s carrying value and its fair value.
We identified the evaluation of the recoverability of certain long-lived assets as a critical audit matter. Especially subjective auditor judgment was required to evaluate the long-term energy prices used in the Company’s future undiscounted cash flows. Specifically, for certain asset groups tested for recoverability, the long-term energy prices in the post contracted periods used in the determination of future undiscounted cash flows were challenging to evaluate as small changes to this assumption could have a significant effect on the Company’s assessment of the recoverability of certain long-lived assets.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to evaluate the recoverability of long-lived assets, including selection of long-term forecasted energy prices used in the determination of future undiscounted cash flows. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the long-term energy prices determined by the Company. Specifically, the valuation professionals evaluated the long-term energy prices used by the Company by comparing them to energy price curves prepared by reputable third-party vendors that provide energy price forecasts in the applicable power markets.

(signed) KPMG LLP
We have served as the Company’s auditor since 2012.
Philadelphia, Pennsylvania
March 1, 20182021




96


NRG YIELD
CLEARWAY ENERGY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
(In millions)202020192018
Operating Revenues
Total operating revenues$1,199 $1,032 $1,053 
Operating Costs and Expenses
Cost of operations366 337 327 
Depreciation, amortization and accretion428 401 336 
Impairment losses24 33 0 
General and administrative33 27 20 
Transaction and integration costs9 3 20 
Development costs5 5 3 
Total operating costs and expenses865 806 706 
Operating Income334 226 347 
Other Income (Expense)
Equity in earnings of unconsolidated affiliates7 83 74 
Impairment loss on investment(8)0 0 
Gain on sale of unconsolidated affiliate49 0 0 
Other income, net4 9 8 
Loss on debt extinguishment(24)(16)0 
Interest expense(414)(403)(294)
Total other expense, net(386)(327)(212)
Net (Loss) Income(52)(101)135 
Less: Net loss attributable to noncontrolling interests(113)(71)(105)
Net Income (Loss) Attributable to Clearway Energy LLC$61 $(30)$240 
 Year ended December 31,
(In millions)2017 
2016 (a)
 
2015 (a)
Operating Revenues     
Total operating revenues$1,009
 $1,035
 $968
Operating Costs and Expenses     
Cost of operations326
 308
 323
Depreciation and amortization334
 303
 303
Impairment losses44
 185
 1
General and administrative19
 14
 10
Acquisition-related transaction and integration costs3
 1
 3
Total operating costs and expenses726
 811
 640
Operating Income283
 224
 328
Other Income (Expense)     
Equity in earnings of unconsolidated affiliates71
 60
 31
Other income, net4
 3
 3
Loss on debt extinguishment(3) —
 (9)
Interest expense(293) (272) (258)
Total other expense, net(221) (209) (233)
Net Income62
 15
 95
Less: Net loss attributable to noncontrolling interests(75) (111) (62)
Net Income Attributable to NRG Yield LLC$137
 $126
 $157
(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.


See accompanying notes to consolidated financial statements.
97


NRG YIELDCLEARWAY ENERGY LLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


Year ended December 31,
202020192018
(In millions)
Net (Loss) Income$(52)$(101)$135 
Other Comprehensive Income (Loss)
Unrealized gain on derivatives2824
Other comprehensive income2 8 24 
Comprehensive (Loss) Income(50)(93)159 
Less: Comprehensive loss attributable to noncontrolling interests(115)(70)(105)
Comprehensive Income (Loss) Attributable to Clearway Energy LLC$65 $(23)$264 
 Year ended December 31,
 2017 
2016 (a)
 
2015 (a)
(In millions)     
Net Income$62
 $15
 $95
Other Comprehensive Income (Loss)     
Unrealized gain (loss) on derivatives17
 13
 (17)
Other comprehensive income (loss)17
 13
 (17)
Comprehensive Income79
 28
 78
Less: Comprehensive loss attributable to noncontrolling interests(75) (111) (63)
Comprehensive Income Attributable to NRG Yield LLC$154
 $139
 $141
(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.


See accompanying notes to consolidated financial statements.
98


NRG YIELDCLEARWAY ENERGY LLC
CONSOLIDATED BALANCE SHEETS

December 31, 2020December 31, 2019
ASSETS(In millions)
Current Assets
Cash and cash equivalents$268 $152 
Restricted cash197 262 
Accounts receivable — trade143 116 
Accounts receivable — affiliates0 2 
Inventory42 40 
Prepayments and other current assets58 33 
Total current assets708 605 
Property, plant and equipment, net7,217 6,063 
Other Assets
Equity investments in affiliates741 1,183 
Intangible assets, net1,370 1,428 
Derivative instruments1 0 
Right-of-use assets, net337 223 
Other non-current assets114 103 
Total other assets2,563 2,937 
Total Assets$10,488 $9,605 
LIABILITIES AND MEMBERS' EQUITY
Current Liabilities
Current portion of long-term debt — external$384 $1,780 
Current portion of long-term debt — affiliate1 44 
Accounts payable — trade72 73 
Accounts payable — affiliates20 33 
Derivative instruments38 16 
Accrued interest expense44 41 
Accrued expenses and other current liabilities79 71 
Total current liabilities638 2,058 
Other Liabilities
Long-term debt — external6,585 4,956 
Derivative instruments135 76 
Long-term lease liabilities345 227 
Other non-current liabilities173 115 
Total non-current liabilities7,238 5,374 
Total Liabilities7,876 7,432 
Commitments and Contingencies0 0 
Members' Equity
Contributed capital1,723 1,882 
(Accumulated deficit) retained earnings(50)5 
Accumulated other comprehensive loss(33)(37)
Noncontrolling interest972 323 
Total Members' Equity2,612 2,173 
Total Liabilities and Members’ Equity$10,488 $9,605 
 December 31, 2017 
December 31, 2016 (a)
ASSETS(In millions)
Current Assets   
Cash and cash equivalents$146
 $321
Restricted cash168
 176
Accounts receivable — trade96
 96
Inventory39
 39
Notes receivable — current13
 16
Prepayments and other current assets19
 22
Total current assets481
 670
Property, plant and equipment, net5,204
 5,554
Other Assets   
Equity investments in affiliates1,178
 1,152
Intangible assets, net1,228
 1,303
Other non-current assets63
 67
Total other assets2,469
 2,522
Total Assets$8,154
 $8,746
LIABILITIES AND MEMBERS' EQUITY   
Current Liabilities   
Current portion of long-term debt — external$306
 $323
Accounts payable — trade27
 23
Accounts payable — affiliate48
 40
Derivative instruments17
 33
Accrued expenses and other current liabilities87
 85
Total current liabilities485
 504
Other Liabilities   
Long-term debt — external4,921
 5,128
Long-term debt — affiliate618
 618
Accounts payable — affiliate—
 9
Derivative instruments31
 46
Other non-current liabilities91
 77
Total non-current liabilities5,661
 5,878
Total Liabilities6,146
 6,382
Commitments and Contingencies   
Members' Equity   
Contributed capital1,897
 2,179
Retained earnings17
 44
Accumulated other comprehensive loss(68) (85)
Noncontrolling interest162
 226
Total Members' Equity2,008
 2,364
Total Liabilities and Members’ Equity$8,154
 $8,746
(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.


See accompanying notes to consolidated financial statements.
99


NRG YIELDCLEARWAY ENERGY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year ended December 31,
 2017 
2016 (a)
 
2015 (a)
 (In millions)
Cash Flows from Operating Activities     
Net (loss) income$62
 $15
 $95
Adjustments to reconcile net income to net cash provided by operating activities:     
Equity in earnings of unconsolidated affiliates(71) (60) (31)
Distributions from unconsolidated affiliates72
 58
 60
Depreciation and amortization334
 303
 303
Amortization of financing costs13
 8
 7
Amortization of intangibles and out-of-market contracts70
 76
 55
Loss on debt extinguishment3
 —
 9
Impairment losses44
 185
 1
Changes in derivative instruments(16) (15) (44)
Loss on disposal of asset components16
 6
 3
Cash provided by (used in) changes in other working capital:     
Changes in prepaid and accrued capacity payments(4) (8) (12)
Changes in other working capital(7) 9
 (22)
Net Cash Provided by Operating Activities516
 577
 424
Cash Flows from Investing Activities     
Acquisition of businesses, net of cash acquired—
 —
 (37)
Acquisition of Drop Down Assets, net of cash acquired(250) (77) (698)
Capital expenditures(31) (20) (29)
Cash receipts from notes receivable17
 17
 17
Return of investment from unconsolidated affiliates47
 28
 42
Investments in unconsolidated affiliates(73) (83) (402)
Other7
 4
 9
Net Cash Used in Investing Activities(283) (131) (1,098)
Cash Flows from Financing Activities     
Net contributions from noncontrolling interests13
 5
 122
Net distributions and return of capital to NRG prior to the acquisition of Drop Down Assets(20) (184) (79)
Proceeds from the issuance of class C units33
 —
 599
Payments of distributions(202) (173) (139)
Proceeds from the revolving credit facility55
 60
 551
Payments for the revolving credit facility—
 (366) (245)
Proceeds from issuance of long-term debt — external41
 740
 6
Proceeds from issuance of long-term debt — affiliate—
 —
 281
Payments of debt issuance costs(4) (15) (7)
Payments for long-term debt — external(332) (269) (735)
Net Cash (Used in) Provided by Financing Activities(416) (202) 354
Net (Decrease) Increase in Cash and Cash Equivalents(183) 244
 (320)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period497
 253
 573
Cash, Cash Equivalents and Restricted Cash at End of Period$314
 $497
 $253
      
Supplemental Disclosures     
Interest paid, net of amount capitalized$(297) $(271) $(279)
Non-cash investing and financing activities:     
Additions to fixed assets for accrued capital expenditures4
 3
 3
Non-cash return of capital and distributions to NRG, net of contributions$(2) $65
 $(9)
(a) Retrospectively adjusted as discussed in Note 1, Nature of Business.
Year ended December 31,
(In millions)202020192018
Cash Flows from Operating Activities
Net (loss) income$(52)$(101)$135 
Adjustments to reconcile net (loss) income to net cash provided by operating activities: 
Equity in earnings of unconsolidated affiliates(7)(83)(74)
Distributions from unconsolidated affiliates61 34 70 
Depreciation, amortization and accretion428 401 336 
Amortization of financing costs15 15 13 
Amortization of intangibles and out-of-market contracts90 71 70 
Loss on debt extinguishment24 16 0 
Reduction in carrying amount of right-of-use assets4 7 0 
Gain on sale of unconsolidated affiliate(49)0 0 
Impairment losses32 33 0 
Changes in derivative instruments44 85 (16)
Loss on disposal of asset components3 9 0 
Cash used in changes in other working capital
Changes in prepaid and accrued liabilities for tolling agreements(1)1 0 
Changes in other working capital(47)(19)(42)
Net Cash Provided by Operating Activities545 469 492 
Cash Flows from Investing Activities
Acquisitions0 (100)(11)
Partnership interest acquisition0 (29)0 
Acquisition of Drop Down Assets, net of cash acquired(122)(161)(126)
Capital expenditures(124)(228)(83)
Buyout of Wind TE Holdco non-controlling interest0 (19)0 
Cash receipts from notes receivable0 0 13 
Return of investment from unconsolidated affiliates79 56 45 
Investments in unconsolidated affiliates(11)(13)(34)
Proceeds from sale of assets90 20 0 
Consolidation of DGPV Holdco 3 LLC17 0 0 
Other9 6 11 
Net Cash Used in Investing Activities(62)(468)(185)
Cash Flows from Financing Activities
Net contributions from noncontrolling interests247 174 91 
Buyout of Repowering Partnership II LLC noncontrolling interest(70)0 0 
Proceeds from the issuance of class C units62 100 153 
Payments of distributions(211)(155)(238)
Proceeds from the revolving credit facility265 152 35 
Payments for the revolving credit facility(265)(152)(90)
Proceeds from issuance of long-term debt — external1,084 1,215 827 
Proceeds from issuance of long-term debt — affiliate3 0 0 
Payments of debt issuance costs(20)(25)(14)
Payments for long-term debt — external(1,482)(1,264)(443)
Payments for long-term debt — affiliate(45)(215)(359)
Net Cash Used in Financing Activities(432)(170)(38)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash51 (169)269 
Cash, Cash Equivalents and Restricted Cash at Beginning of Period414 583 314 
Cash, Cash Equivalents and Restricted Cash at End of Period$465 $414 $583 
Supplemental Disclosures
Interest paid, net of amount capitalized$(325)$(307)$(292)
Non-cash investing and financing activities:
Reductions to fixed assets for accrued capital expenditures(18)(2)(15)
Non-cash contributions from CEG, NRG, net of distributions$7 $35 $36 
See accompanying notes to consolidated financial statements.
100


NRG YIELDCLEARWAY ENERGY LLC
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY


(In millions)Contributed Capital(Accumulated Deficit) Retained EarningsAccumulated
Other
Comprehensive
Loss		Noncontrolling InterestTotal
Members' Equity
Balances at December 31, 2017$1,919 $16 $(68)$162 $2,029 
Net income (loss)— 240 — (105)135 
Unrealized gain on derivatives— — 24 — 24 
Payments for the March 2017, August 2017 and November 2017 Drop Down Assets(52)— — — (52)
Capital contributions from tax equity investors— — — 106 106 
Distributions paid to NRG, net of contributions(11)— — — (11)
Proceeds from the issuance of Class C Common Stock153 — — — 153 
Distributions paid to NRG on Class B and Class D units— (108)— — (108)
Contributions from NRG, net of distributions, non-cash(1)— — 37 36 
Distributions paid to Clearway Energy, Inc.(68)(62)— — (130)
Balances at December 31, 2018$1,940 $86 $(44)$200 $2,182 
Net loss— (30)— (71)(101)
Unrealized gain on derivatives— — 7 — 7 
Buyout of Wind TE Holdco non-controlling interest(9)— — (10)(19)
Contributions from CEG net of distributions, non-cash7 4 — 24 35 
Cumulative effect from change in accounting principle— (3)— — (3)
Distributions paid to CEG on Class B and Class D units(38)(30)— — (68)
Distributions paid to Clearway Energy, Inc., cash(65)(22)— — (87)
Distributions paid to Clearway Energy, Inc., non-cash(13)— — — (13)
Contributions to tax equity non-controlling interests, net of distributions, cash(5)— — 248 243 
Distributions to CEG, net of contributions, cash— — — (68)(68)
Proceeds from the issuance of Class C Common Stock100 — — — 100 
Carlsbad Drop Down(35)— — — (35)
Balances at December 31, 2019$1,882 $5 $(37)$323 $2,173 
Net income (loss)— 61 — (113)(52)
Unrealized gain on derivatives— — 4 (2)2 
Contributions from CEG, non-cash8 — — (1)7 
Contributions from CEG, cash— — — 6 6 
Distributions to noncontrolling interests, non-cash— — — (3)(3)
Contributions from noncontrolling interests, net of distributions, cash— — — 361 361 
DGPV Drop Down and Consolidation(33)— — 13 (20)
Mesquite Star Drop Down and Consolidation15 — — 346 361 
Langford Drop Down(44)— — — (44)
Rosamond Central Drop Down3 — — 52 55 
Lighthouse Partnership Yield Protection Agreement(15)— — — (15)
Buyout of Repowering Partnership II LLC non-controlling interest(60)— — (10)(70)
Net proceeds from the sales of units, Clearway Energy, Inc.62 — — — 62 
Distributions paid to CEG on Class B and Class D units(59)(62)— 0 (121)
Distributions paid to Clearway Energy, Inc.(36)(54)— — (90)
Balances at December 31, 2020$1,723 $(50)$(33)$972 $2,612 
(In millions) Contributed Capital Retained Earnings 
Accumulated
Other
Comprehensive
Loss
 Noncontrolling Interest 
Total
Members' Equity
Balances at December 31, 2014 (a)
 $2,308
 $133
 $(80) $334
 $2,695
Members' equity - Acquired Drop Down Assets 208
 (9) (2) (135) 62
Balances at December 31, 2014 $2,516
 $124
 $(82) $199
 $2,757
Net income (loss) (b)
 —
 157
 —
 (62) 95
Unrealized loss on derivatives —
 —
 (16) (1) (17)
Payment for January 2015 and November 2015 Drop Down Assets (698) —
 —
 —
 (698)
Distributions and returns of capital to NRG, net of contributions (b)
 (38) (41) —
 —
 (79)
Capital contributions from NRG, non-cash (b)
 (15) 6
 —
 —
 (9)
Capital contributions from tax equity investors —
 —
 —
 122
 122
Noncontrolling interest acquired in Spring Canyon acquisition —
 —
 —
 74
 74
Proceeds from the issuance of Class C units 599
 —
 —
 —
 599
Distributions paid to NRG on Class B and Class D units —
 (70) —
 —
 (70)
Distributions paid to Yield, Inc. —
 (69) —
 —
 (69)
Balances at December 31, 2015 $2,364
 $107
 $(98) $332
 $2,705
Net income (loss) (b)
 —
 126
 —
 (111) 15
Unrealized loss on derivatives —
 —
 13
 —
 13
Payment for CVSR Drop Down Asset (77) —
 —
 —
 (77)
Capital contributions from tax equity investors —
 —
 —
 5
 5
Distributions paid to NRG, net of contributions (b)
 (182) (2) —
 —
 (184)
Distributions paid to NRG, net of contributions, non-cash (b)
 74
 (9) —
 —
 65
Distributions paid to NRG on Class B and Class D units —
 (81) —
 —
 (81)
Distributions paid to Yield, Inc., non-cash —
 (5) —
 —
 (5)
Distributions paid to Yield, Inc. —
 (92) —
 —
 (92)
Balances at December 31, 2016 $2,179
 $44
 $(85) $226
 $2,364
Net income (loss) —
 137
 —
 (75) 62
Unrealized gain on derivatives —
 —
 17
 —
 17
Payments for the March 2017, August 2017 and November 2017 Drop Down Assets (250) —
 —
 —
 (250)
August 2017 Drop Down Assets contingent consideration (8) —
 —
 —
 (8)
Capital contributions from tax equity investors, net of distributions —
 —
 —
 11
 11
Proceeds from the issuance of Class C units 34
 —
 —
 —
 34
Distributions paid to NRG, net of contributions (18) —
 —
 —
 (18)
Distributions paid to NRG, net of contributions, non-cash (8) 6
 —
 —
 (2)
Distributions paid to NRG on Class B and Class D units (6) (88) —
 —
 (94)
Distributions paid to Yield, Inc. (26) (82) —
 —
 (108)
Balances at December 31, 2017 $1,897
 $17
 $(68) $162
 $2,008
.
(a) As previously reported in the Company's consolidated financial statements for the year ended December 31, 2016, included in the Company's May 9, 2017 Form 8-K.
(b) Retrospectively adjusted as discussed in Note 1, Nature of Business.


See accompanying notes to consolidated financial statements.


101


NRG YIELDCLEARWAY ENERGY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Nature of Business
NRG YieldClearway Energy LLC, together with its consolidated subsidiaries, or the Company, is an investor in and owner of modern, sustainable and long-term contracted assets across North America. On August 31, 2018, NRG Energy, Inc., or NRG, transferred its full ownership interest in the primary vehicleCompany to Clearway Energy Group LLC, or CEG, the holder of NRG's renewable energy development and operations platform, and subsequently sold 100% of its interest in CEG to GIP, referred to hereinafter as the GIP Transaction. As a result of the GIP Transaction, GIP indirectly acquired a 45.2% economic interest in the Company and a 55% voting interest in Clearway, Inc. GIP is an independent fund manager that invests in infrastructure assets in energy and transport sectors. The Company is sponsored by GIP through which NRGits portfolio company, CEG.
The Company is one of the largest renewable energy owners in the U.S. with over 4,200 net MW of installed wind and solar generation projects. The Company also owns operatesapproximately 2,500 net MW of environmentally-sound, highly efficient generation facilities as well as a portfolio of district energy systems. Through this environmentally-sound, diversified and acquiresprimarily contracted renewableportfolio, the Company endeavors to provide its investors with stable and conventionalgrowing dividend income.Substantially all of the Company's generation assets are under long-term contractual arrangements for the output or capacity from these assets.
Clearway Energy, Inc. consolidates the results of the Company through its controlling interest, with CEG's interest shown as non-controlling interest in the financial statements. The holders of Clearway, Inc.'s outstanding shares of Class A and thermal infrastructure assets. NRG owns 100%Class C common stock are entitled to dividends as declared. CEG receives its distributions from the Company through its ownership of the Company's Class B units and Class D units and receives distributions through its ownership of these units. NRG Yield, Inc., or Yield, Inc., owns 100%
As a result of the Company's Class A units and Class C units. NRG Yield LLC, through its wholly owned subsidiary, NRG Yield Operating LLC, or Yield Operating LLC, holds a portfolio of renewable and conventional generation and thermal infrastructure assets, primarily located in the Northeast, Southwest, Midwest and California regions of the U.S.
Yield,Clearway, Inc. closed its initial public offering of Class A common stock in July 2013, which was then followed by a Class A common stock offering in July 2014, a Recapitalization in May 2015, as described below, and a Class C common stock offering in June 2015.
Effective May 14, 2015, Yield,issuances during the year ended December 31, 2020, Clearway, Inc. amended its certificate of incorporation to create two new classes of capital stock, Class C common stock and Class D common stock, and distributed sharescurrently owns 57.61% of the Class C common stock and Class D common stock to holders of Yield, Inc.'s outstanding Class A common stock and Class B common stock, respectively, through a stock split. The stock split is referred to as the Recapitalization. The Company also amended its operating agreement to reflect the Recapitalization. Effective May 14, 2015, each Class A uniteconomic interests of the Company, was automatically reclassified into one Class A unit and one Class C unit and each Class B unitwith CEG retaining 42.39% of the Company was automatically reclassified into one Class B unit and one Class D unit.economic interests of the Company. For further discussion, see Item 15 — Note 11, Members' Equity.
102
The following table represents the structure of the Company as of December 31, 2017:2020:




On July 12, 2017, NRG announced that it had adopted and initiated a three-year, three-part improvement plan, or the NRG Transformation Plan. As part of the NRG Transformation Plan, NRG announced that it is exploring strategic alternatives for its renewables platform and its interest in the Company. NRG, through its holdings of Class B common stock and Class D common stock, has a 55.1% voting interest in the Company and receives distributions from NRG Yield LLC through its ownership of Class B units and Class D units.
On February 6, 2018, Global Infrastructure Partners, or GIP, entered into a purchase and sale agreement with NRG, or the NRG Transaction, for the acquisition of NRG's full ownership interests in the Company and NRG's renewable development and operations platform. The NRG Transaction is subject to certain closing conditions, including customary legal and regulatory approvals. The Company expects the NRG Transaction to close in the second half of 2018. NRG is the Company's controlling stockholder and the Company has been highly dependent on NRG for, among other things, growth opportunities and management and administration services. See Part I, Item 1A, Risk Factors for risks related to the Strategic Sponsorship with GIP and the Company's relationship with NRG.

As of December 31, 2017, the Company's operating assets are comprised of the following projects:
Projects Percentage Ownership 
Net Capacity (MW) (a)
 Offtake Counterparty Expiration
Conventional        
El Segundo 100% 550
 Southern California Edison 2023
GenConn Devon 50% 95
 Connecticut Light & Power 2040
GenConn Middletown 50% 95
 Connecticut Light & Power 2041
Marsh Landing 100% 720
 Pacific Gas and Electric 2023
Walnut Creek 100% 485
 Southern California Edison 2023
    1,945
    
Utility Scale Solar        
Agua Caliente 16% 46
 Pacific Gas and Electric 2039
Alpine 100% 66
 Pacific Gas and Electric 2033
Avenal 50% 23
 Pacific Gas and Electric 2031
Avra Valley 100% 26
 Tucson Electric Power 2032
Blythe 100% 21
 Southern California Edison 2029
Borrego 100% 26
 San Diego Gas and Electric 2038
CVSR 100% 250
 Pacific Gas and Electric 2038
Desert Sunlight 250 25% 63
 Southern California Edison 2034
Desert Sunlight 300 25% 75
 Pacific Gas and Electric 2039
Kansas South 100% 20
 Pacific Gas and Electric 2033
Roadrunner 100% 20
 El Paso Electric 2031
TA High Desert 100% 20
 Southern California Edison 2033
Utah Solar Portfolio(b)(e)
 50% 265
 PacifiCorp 2036
    921
    
Distributed Solar        
Apple I LLC Projects 100% 9
 Various 2032
AZ DG Solar Projects 100% 5
 Various 2025-2033
SPP Projects 100% 25
 Various 2026-2037
Other DG Projects 100% 13
 Various 2023-2039
    52
    
Wind        
Alta I 100% 150
 Southern California Edison 2035
Alta II 100% 150
 Southern California Edison 2035
Alta III 100% 150
 Southern California Edison 2035
Alta IV 100% 102
 Southern California Edison 2035
Alta V 100% 168
 Southern California Edison 2035
Alta X (b)
 100% 137
 Southern California Edison 2038
Alta XI (b)
 100% 90
 Southern California Edison 2038
Buffalo Bear 100% 19
 Western Farmers Electric Co-operative 2033


Projects Percentage Ownership 
Net Capacity (MW) (a)
 Offtake Counterparty Expiration
Crosswinds (b)(f)
 99% 21
 Corn Belt Power Cooperative 2027
Elbow Creek (b)(f)
 100% 122
 NRG Power Marketing LLC 2022
Elkhorn Ridge (b)(f)
 66.7% 54
 Nebraska Public Power District 2029
Forward (b)(f)
 100% 29
 Constellation NewEnergy, Inc. 2022
Goat Wind (b)(f)
 100% 150
 Dow Pipeline Company 2025
Hardin (b)(f)
 99% 15
 Interstate Power and Light Company 2027
Laredo Ridge 100% 80
 Nebraska Public Power District 2031
Lookout (b)(f)
 100% 38
 Southern Maryland Electric Cooperative 2030
Odin (b)(f)
 99.9% 20
 Missouri River Energy Services 2028
Pinnacle 100% 55
 Maryland Department of General Services and University System of Maryland 2031
San Juan Mesa (b)(f)
 75% 90
 Southwestern Public Service Company 2025
Sleeping Bear (b)(f)
 100% 95
 Public Service Company of Oklahoma 2032
South Trent 100% 101
 AEP Energy Partners 2029
Spanish Fork (b)(f)
 100% 19
 PacifiCorp 2028
Spring Canyon II (b)
 90.1% 29
 Platte River Power Authority 2039
Spring Canyon III (b)
 90.1% 25
 Platte River Power Authority 2039
Taloga 100% 130
 Oklahoma Gas & Electric 2031
Wildorado (b)(f)
 100% 161
 Southwestern Public Service Company 2027
    2,200
    
Thermal        
NRG Energy Center Dover LLC 100% 103
 NRG Power Marketing LLC 2018
Thermal generation 100% 20
 Various Various
    123
    
Total net generation capacity(c)
   5,241
    
         
Thermal equivalent MWt(d)
 100% 1,319
 Various Various
(a) Net capacity represents the maximum, or rated, generating capacity of the facility multiplied by the Company's percentage ownership in the facility as of December 31, 2017.
(b) Projects are part of tax equity arrangements.
(c) The Company's total generation capacity is net of 6 MWs for noncontrolling interest for Spring Canyon II and III. The Company's generation capacity including this noncontrolling interest was 5,247.
(d)For thermal energy, net capacity represents MWt for steam or chilled water and excludes 134 MWt available under the right-to-use provisions contained in agreements between two of the Company's thermal facilities and certain of its customers.
(e) Represents interests in Four Brothers Solar, LLC, Granite Mountain Holdings, LLC, and Iron Springs Holdings, LLC, all acquired as part of the March 2017 Drop Down Assets acquisition (ownership percentage is based upon cash to be distributed).
(f) Projects are part of NRG Wind TE Holdco portfolio.
In addition to the facilities owned or leased in the table above, the Company entered into partnerships to own or purchase solar power generation projects, as well as other ancillary related assets from a related party via intermediate funds.  The Company does not consolidate these partnerships and accounts for them as equity method investments. The Company's net interest in these projects is 247 MW based on cash to be distributed as of December 31, 2017. For further discussions, refer to Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities to the Consolidated Financial Statements.cwen-20201231_g1.jpg
Substantially all of the Company's generation assets are under long-term contractual arrangements for the output or capacity from these assets. The thermal assets are comprised of district energy systems and combined heat and power plants that produce steam, hot water and/or chilled water and, in some instances, electricity at a central plant. Certain district energy systems are subject to rate regulation by state public utility commissions (although they may negotiate certain rates) while the other district energy systems have rates determined by negotiated bilateral contracts.
As described in Note 13, Related Party Transactions to the Consolidated Financial Statements, the Company has a management services agreement with NRG for various services, including human resources, accounting, tax, legal, information systems, treasury, and risk management.


During the years ending December 31, 2017 and 2016 the Company completed four acquisitions of Drop Down Assets from NRG. The accounting guidance requires retrospective combination of the entities for all periods presented as if the combination has been in effect from the beginning of the financial statement period or from the date the entities were under common control (if later than the beginning of the financial statement period). For further discussion, see Note 3, Business Acquisitions to the Consolidated Financial Statements.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The Company's consolidated financial statements have been prepared in accordance with GAAP. The ASC is the source of authoritative GAAP to be applied by nongovernmental entities. In addition, the rules and interpretative releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.
The consolidated financial statements include the Company's accounts and operations and those of its subsidiaries in which it has a controlling interest. All significant intercompany transactions and balances have been eliminated in consolidation. The usual condition for a controlling financial interest is ownership of a 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, or ASC 810, to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a variable interest entity, or VIE, should be consolidated.
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Cash and Cash Equivalents, and Restricted Cash
Cash and cash equivalents include highly liquid investments with an original maturity of three months or less at the time of purchase. Cash and cash equivalents held at project subsidiaries was $124$149 million and $111$125 million as of December 31, 20172020 and 2016,2019, respectively.
Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of cash flows.
 Year ended December 31,
 20202019
 (In millions)
Cash and cash equivalents$268 $152 
Restricted cash197 262 
Cash, cash equivalents and restricted cash shown in the statements of cash flows$465 $414 
 Year Ended December 31,
 2017 2016 2015
 (In millions)
Cash and cash equivalents$146
 $321
 $110
Restricted cash168
 176
 143
Cash, cash equivalents and restricted cash shown in the statement of cash flows314
 497
 253
Restricted cash consists primarily of funds held to satisfy the requirements of certain debt agreements and funds held within the Company's projects that are restricted in their use. Of these funds asAs of December 31, 2017,2020, these restricted funds comprised of $73 million designated to fund operating expenses, approximately $25$24 million is designated for current debt service payments, $25 million is designated to fund operating expenses and $36 million is designated for distributions to the Company, with the remaining $82$45 million restricted for reserves including debt service, performance obligations and other reserves, as well as capital expenditures. The remaining $55 million is held in distributions reserve accounts.
Accounts Receivable — Trade Receivables and Allowance for Doubtful Accounts
Trade receivables    Accounts receivable — trade are reported on the balance sheet at the invoiced amount adjusted for any write-offs and the allowance for doubtful accounts. The allowance for doubtful accounts is reviewed periodically based on amounts past due and significance. The allowance for doubtful accounts was immaterial as of December 31, 20172020 and 2016.2019.
Inventory
Inventory consists principally of spare parts and fuel oil. Spare parts inventory is valued at weighted average cost, unless evidence indicates that the weighted average cost will not be recovered with a normal profit in the ordinary course of business.  Fuel oil inventory is valued at the lower of weighted average cost or market. The Company removes fuel inventories as they are used in the production of steam, chilled water or electricity.  Spare parts inventory are removed when they are used for repairs, maintenance or capital projects.


Property, Plant and Equipment
Property, plant and equipment are stated at cost or, in the case of third party business acquisitions, fair value; however impairment adjustments are recorded whenever events or changes in circumstances indicate that their carrying values may not be recoverable. See Note 3, Business Acquisitions, for more information on acquired property, plant and equipment. 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. 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. For further discussion of the Company's property, plant and equipment refer to Note 4, Property, Plant and Equipment, to the Consolidated Financial Statements.
    Construction in-progress represents cumulative construction costs, including the costs incurred for the purchase of major equipment and engineering costs and capitalized interest. Once the project achieves commercial operation, the Company reclassifies the amounts recorded in construction in progress to facilities and equipment.
    Development costs include project development costs, which are expensed in the preliminary stages of a project and capitalized when the project is deemed to be commercially viable. Commercial viability is determined by one or a series of actions including, among others, Board of Director approval pursuant to a formal project plan that subjects the Company to significant future obligations that can only be discharged by the use of a Company asset. When a project is available for operations, capitalized interest and capitalized project development costs are reclassified to property, plant and equipment and depreciated on a straightline basis over the estimated useful life of the project's related assets. Capitalized costs are charged to expense if a project is abandoned or management otherwise determines the costs to be unrecoverable.
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Asset Impairments
Long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate their carrying values may not be recoverable. Such reviews are performed in accordance with ASC 360. An impairment loss is indicated if the total future estimated undiscounted cash flows expected from an asset are less than its carrying value. An impairment charge is measured by the difference between an asset's carrying amount and fair value with the difference recorded in operating costs and expenses in the statements of operations. Fair values are determined by a variety of valuation methods, including appraisals, sales prices of similar assets and present value techniques. For further discussion of the Company's long-lived asset impairments, refer to Note 9, Asset Impairments, to the Consolidated Financial Statements.
Investments accounted for by the equity method are reviewed for impairment in accordance with ASC 323, Investments-Equity Method and Joint Ventures, which requires that a loss in value of an investment that is an other-than-temporary decline should be recognized. The Company identifies and measures losses in the value of equity method investments based upon a comparison of fair value to carrying value.
Debt Issuance Costs
Debt issuance costs are capitalized and amortized as interest expense on a basis which approximates the effective interest method over the term of the related debt. Debt issuance costs related to the long term debt are presented as a direct deduction from the carrying amount of the related debt in both the current and prior periods. Debt issuance costs related to the senior secured revolving credit facility line of credit are recorded as a non-current asset on the balance sheet and are amortized over the term of the credit facility.
Intangible Assets
Intangible assets represent contractual rights held by the Company. The Company recognizes specifically identifiable intangible assets including power purchase agreements, leasehold improvements,rights, customer relationships, customer contracts and development rights when specific rights and contracts are acquired. These intangible assets are amortized primarily on a straight-line basis. For further discussion of the Company's intangible assets, refer to Note 8, Intangible Assets, to the Consolidated Financial Statements.
Notes Receivable
Notes receivable consist of receivables related to the financing of required network upgrades. The notes issued with respect to network upgrades will be repaid within a 5-year period following the date each facility reached commercial operations.
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 financial statements.
Revenue Recognition
Revenue from Contracts with Customers
    On January 1, 2018, the Company adopted the guidance in ASC 606, Revenue from Contracts with Customers, orTopic 606, using the modified retrospective method applied to contracts which were not completed as of the adoption date, with no adjustment required to the financial statements upon adoption. Following the adoption of the new standard, the Company’s revenue recognition of its contracts with customers remains materially consistent with its historical practice. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. 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.
Thermal Revenues
Steam and chilled water revenue is recognized as the Company transfers the product to the customer, based on customer usage as determined by meter readings taken at month-end. Some locations read customer meters throughout the month, and recognize estimated revenue for the period between meter read date and month-end. For thermal contracts, the Company’s performance obligation to deliver steam and chilled water is satisfied over time and revenue is recognized based on the invoiced amount. The Thermal Business subsidiaries collect and remit state and local taxes associated with sales to their customers, as required by governmental authorities. These taxes are presented on a net basis in the income statement.
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    As contracts for steam and chilled water are long-term contracts, the Company has performance obligations under these contracts that have not yet been satisfied. These performance obligations have transaction prices that are both fixed and variable, and that vary based on the contract duration, customer type, inception date and other contract-specific factors. For the fixed price contracts, the Company cannot accurately estimate the amount of its unsatisfied performance obligations as it will vary based on customer usage, which will depend on factors such as weather and customer activity.
Power Purchase Agreements, or PPAs
The majority of the Company’s revenues are obtained through PPAs or other contractual agreements. Energy, capacity and, where applicable, renewable attributes, from the majority of the Company’s renewable energy assets and certain conventional energy plants is sold through long-term PPAs and tolling agreements to a single counterparty, which is often a utility or commercial customer. The majority of these PPAs are accounted for as operating leases underleases. Previously ASC 840.840, and currently, ASC 840842, 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 capital lease.
Certain of these leases have no minimum lease payments and all of the rental income under these leases is recorded as contingent rent on an actual basis when the electricity is delivered. The contingent rental income recognized in the years ended December 31, 2017, 20162020, 2019 and 20152018 was $559$589 million, $537 million and $583 million, respectively. See Note 15, Leases for additional information related to the Company's PPAs accounted for as leases.
Renewable Energy Credits, or RECs
    As stated above, renewable energy credits, or RECs, are usually sold through long-term PPAs. Revenue from the sale of self-generated RECs is recognized when the related energy is generated and $443 million, respectively. These balances include intercompanysimultaneously delivered even in cases where there is a certification lag as it has been deemed to be perfunctory.
    In a bundled contract to sell energy, capacity and/or self-generated RECs, all performance obligations are deemed to be delivered at the same time and hence, timing of recognition of revenue for Elbow Creekall performance obligations is the same and occurs over time. In such cases, it is often unnecessary to allocate transaction price to multiple performance obligations.
Disaggregated Revenues
    The following tables represent the Company’s disaggregation of $8 millionrevenue from contracts with customers for each of the yearsyear ended December 31, 20172020, along with the reportable segment for each category:
Year ended December 31, 2020
(In millions)Conventional GenerationRenewablesThermalTotal
Energy revenue(a)
$10 $609 $101 $720 
Capacity revenue(a)
451 0 63 514 
Other revenues0 21 32 53 
Contract amortization(24)(61)(3)(88)
Total operating revenue437 569 193 1,199 
Less: Lease revenue(461)(554)(2)(1,017)
Less: Contract amortization24 61 3 88 
Total revenue from contracts with customers$0 $76 $194 $270 

(a) See Note 17, Leases for the amounts of energy and 2016,capacity revenue that relate to leases and are accounted for under ASC 842.
    The following tables represent the Company’s disaggregation of revenue from contracts with customers for the year ended December 31, 2019, along with the reportable segment for each category:
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Year ended December 31, 2019
(In millions)Conventional GenerationRenewablesThermalTotal
Energy revenue(a)
$5 $545 $120 $670 
Capacity revenue(a)
348 0 54 402 
Other revenues0 10 30 40 
Contract amortization(7)(61)(3)(71)
Mark-to-market for economic hedges0 (9)0 (9)
Total operating revenue346 485 201 1,032 
Less: Lease revenue(353)(509)(2)(864)
Less: Contract amortization7 61 3 71 
Total revenue from contracts with customers$0 $37 $202 $239 

(a) See Note 17, Leases for the amounts of energy and capacity revenue that relate to leases and are accounted for under ASC 840
The following tables represent the Company’s disaggregation of revenue from contracts with customers for the year ended December 31, 2018, along with the reportable segment for each category:
Year ended December 31, 2018
(In millions)Conventional GenerationRenewablesThermalTotal
Energy revenue(a)
$5 $572 $120 $697 
Capacity revenue(a)
337 0 50 387 
Other revenues0 13 26 39 
Contract amortization(5)(62)(3)(70)
Total operating revenue337 523 193 1,053 
Less: Lease revenue(342)(534)(2)(878)
Less: Contract amortization5 62 3 70 
Total revenue from contracts with customers$0 $51 $194 $245 

Contract Amortization
    Assets and liabilities recognized from power sales agreements assumed through acquisitions related to the sale of electric capacity and energy in future periods for which the fair value has been determined to be significantly less (more) than market are amortized to revenue over the term of each underlying contract based on actual generation and/or contracted volumes or on a straight-line basis, where applicable.
Contract Balances
    The following table reflects the net amount of contract assets and liabilities included on the Company’s balance sheet as further discussed in Note 13 Related Party Transactions.of December 31, 2020:
(In millions)December 31, 2020December 31, 2019
Accounts receivable, net - Contracts with customers$57 $34 
Accounts receivable, net - Leases86 82 
Total accounts receivable, net$143 $116 
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Derivative Financial Instruments
The Company accounts for derivative financial instruments under ASC 815, Derivatives and Hedging, or ASC 815, which requires the Company to record all derivatives on the balance sheet at fair value unless they qualify for a NPNS exception. Changes in the fair value of non-hedge derivatives are immediately recognized in earnings. Changes in the fair value of derivatives accounted for as hedges, if elected for hedge accounting, are either:
•Recognized in earnings as an offset to the changes in the fair value of the related hedged assets, liabilities and firm commitments; or
•Deferred and recorded as a component of accumulated OCI until the hedged transactions occur and are recognized in earnings.
The Company's primary derivative instruments are interest rate instruments used to mitigate variability in earnings due to fluctuations in interest rates, power purchase or sale contracts used to mitigate variability in earnings due to fluctuations in market prices and fuels purchase contracts used to control customer reimbursable fuel cost, and interest rate instruments used to mitigate variability in earnings due to fluctuations in interest rates.cost. On an ongoing basis, the Company qualitatively assesses the effectiveness of allits derivatives that are designated as hedges for accounting purposes in order to determine that each derivative continues to be highly effective in offsetting changes in fair values or cash flows of hedged items. Internal analyses thatIf 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 a contract designated as a hedge. IfThe Company will discontinue hedge accounting if it is determined that the derivative instrumenthedge is not highly effective as a hedge, hedge accounting will be discontinued prospectively.no longer effective. In this case, the gain or loss previously deferred in accumulated OCI would be frozen until the underlying hedged item is delivered unless the transaction being hedged is no longer probable of occurring in which case the amount in OCI would be immediately reclassified into earnings. If the derivative instrument is terminated, the effective portion of this derivative deferred in accumulated OCI will be frozen until the underlying hedged item is delivered.
Revenues and expenses on contracts that qualify for the NPNS exception are recognized when the underlying physical transaction is delivered. While these contracts are considered derivative financial instruments under ASC 815, they are not recorded at fair value, but on an accrual basis of accounting. If it is determined that a transaction designated as NPNS no longer meets the scope exception, the fair value of the related contract is recorded on the balance sheet and immediately recognized through earnings.
Concentrations of Credit Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable, notes receivable and derivative instruments, which are concentrated within entities engaged in the energy and financial industry.industries. These industry concentrations may impact the 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. In addition, many of the Company's projects have only one customer. However,See Item 1A, Risk Factors, Risks related to the Company believes thatCompany's Business, for a discussion on the credit risk posed by industry concentration is offset by the diversification and creditworthiness of its customer base.Company’s dependence on major customers. See Note 6, Fair Value of Financial Instruments, for a further discussion of derivative concentrations and Note 12, Segment Reporting, for concentration of counterparties.
Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts receivable - affiliate, accounts payable, current portion of account payable - affiliate, and accrued expenses and other current liabilities approximate fair value because of the short-term maturity of these instruments. See Note 6, Fair Value of Financial Instruments, for a further discussion of fair value of financial instruments.


Asset Retirement Obligations
Asset retirement obligations, or AROs, are accounted for 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.
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Upon initial recognition of a liability for an ARO, the asset retirement cost is capitalized 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. The Company's AROs are primarily related to the future dismantlement of equipment on leased property and environmental obligations related to site closures and fuel storage facilities. The Company records AROs as part of other non-current liabilities on its balance sheet.
The following table represents the balance of ARO obligations as of December 31, 20172020 and 2016,2019, along with the additions and accretion related to the Company's ARO obligations for the year ended December 31, 2017:2020:
 (In millions)
Balance as of December 31, 2016$49
Revisions in estimates for current obligations/Additions2
Accretion — expense4
Balance as of December 31, 2017$55
(In millions)
Balance as of December 31, 2019$75 
Revisions in estimates for current obligations9 
Additions26 
Accretion — expense7 
Balance as of December 31, 2020$117 
Guarantees
The Company enters into various contracts that include indemnification and guarantee provisions as a routine part of its business activities. Examples of these contracts include operation and maintenance agreements, service agreements, commercial sales arrangements and other types of contractual agreements with vendors and other third parties, as well as affiliates. These contracts generally indemnify the counterparty for tax, environmental liability, litigation and other matters, as well as breaches of representations, warranties and covenants set forth in these agreements. Because many of the guarantees and indemnities the Company issues to third parties and affiliates do not limit the amount or duration of its obligations to perform under them, there exists a risk that the Company may have obligations in excess of the amounts agreed upon in the contracts mentioned above. For those guarantees and indemnities that do not limit the liability exposure, the Company may not be able to estimate what the liability would be, until a claim is made for payment or performance, due to the contingent nature of these contracts.
Investments Accounted for by the Equity Method
The Company has investments in various energy projects accounted for by the equity method, several of which are VIEs, where the Company is not a primary beneficiary, as described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities.Entities. The equity method of accounting is applied to these investments in affiliates because the ownership structure prevents the Company from exercising a controlling influence over the operating and financial policies of the projects. Under this method, equity in pre-tax income or losses of the investments is reflected as equity in earnings of unconsolidated affiliates. Distributions from equity method investments that represent earnings on the Company's investment are included within cash flows from operating activities and distributions from equity method investments that represent a return of the Company's investment are included within cash flows from investing activities.
Sale LeasebackSale-Leaseback Arrangements
The Company is party to sale-leaseback arrangements that provide for the sale of certain assets to a third party and simultaneous leaseback to the Company. In accordance with ASC 840-40, Sale-Leaseback Transactions, if the seller-lessee retains, through the leaseback, substantially all of the benefits and risks incident to the ownership of the property sold, the sale-leaseback transaction is accounted for as a financing arrangement. An example of this type of continuing involvement would include an option to repurchase the assets or the buyer-lessor having the option to sell the assets back to the Company. This provision is included in most of the Company’s sale-leaseback arrangements. As such, the Company accounts for these arrangements as financings.


Under the financing method, the Company does not recognize as income any of the sale proceeds received from the lessor that contractually constitutes payment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations and leaseback payments made by the Company are allocated between interest expense and a reduction to the financing obligation. Interest on the financing obligation is calculated using the Company’s incremental borrowing rate at the inception of the arrangement on the outstanding financing obligation. Judgment is required to determine the appropriate borrowing rate for the arrangement and in determining any gain or loss on the transaction that would be recorded either at the end of or over the lease term.
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Business Combinations
The Company accounts for its business combinations in accordance with ASC 805, Business Combinations, or ASC 805. For third party acquisitions, ASC 805 requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at fair value at the acquisition date. It also recognizes and measures the goodwill acquired or a gain from a bargain purchase in the business combination and determines what information to disclose to enable users of an entity's financial statements to evaluate the nature and financial effects of the business combination. In addition, transaction costs are expensed as incurred. For business acquisitions that relate to entities under common control, ASC 805 requires retrospective combination of the entities for all annual periods presented as if the combination has been in effect from the beginning of the earliest financial statement period ofpresented or from the date the entities were under common control (if later than the beginning of the earliest financial statement period). The difference between the cash paid and historical value of the entities' equity is recorded as a distribution/contribution from/to NRGCEG with the offset to contributed capital.noncontrolling interest. Transaction costs are expensed as incurred.
Use of Estimates
The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amounts of net earnings during the reporting periods. Actual results could be different from these estimates.
In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as plant depreciable lives, uncollectible accounts, environmental liabilities,AROs, acquisition accounting and legal costs incurred in connection with recorded loss contingencies, among others. In addition, estimates are used to test long-lived assets for impairment and to determine the fair value of impaired assets. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.
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, that have been entered into to finance the cost of wind facilities eligible for certain tax credits. Additionally, certain portions of the Company’s investments in unconsolidated affiliates reflect the Company’s interests in tax equity arrangements, that are not consolidated by the Company, that have been entered into to finance the cost of distributed solar energy systems, under operating leases or PPAs, that are eligible for certain tax credits. 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 and investment in unconsolidated affiliates 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 and investment in unconsolidated affiliates represent the amounts the investors to the tax equity arrangements 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 GAAP. The investors’ interests in the results of operations of the funding structures are determined as the difference in noncontrolling interests and investment in unconsolidated affiliates 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.
Reclassification
    


Reclassifications
Certain prior year amounts have been reclassified for comparative purposes.
RecentRecently Adopted Accounting Developments - Adopted in 2017Standards
ASU 2017-12 — In August 2017,March 2020, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities, or ASU No. 2017-12. ASU No. 2017-12 amends ASU No. 2016-15.2020-4, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments of ASU No. 2016-15 were issuedprovide for optional expedients and exceptions for applying GAAP to simplify the application of hedge accounting guidance and more closely aligning financial reporting forcontracts, hedging relationships with economic results of an entity's risk management activities. The issues addressed by ASU No. 2017-12 include but are not limited to alignment of risk management activities and financial reporting, risk component hedging, accounting for the hedged item in fair value hedges of interest rate risk, recognition and presentation of the effects of hedging instruments, amounts excluded from the assessment of hedge effectiveness, and other simplificationstransactions affected by reference rate reform if certain criteria is met. These amendments apply only to contracts that reference LIBOR or another reference rate expected to be discontinued because of hedge accounting guidance.reference rate reform. The amendments of ASU No. 2017-12 areguidance is effective for fiscal years beginning after December 15, 2018, and interim periods therein. Early adoption is permitted in any interim period and the effect of the adoption should be reflectedall entities as of the beginning of the fiscal year of adoption.March 12, 2020 through December 31, 2022. The Company earlyintends to apply the amendments to all its eligible contract modifications where applicable during the reference rate reform period. As of December 31, 2020, the Company has not elected any optional expedients provided in the standard.
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Effective January 1, 2019, the Company adopted ASU No. 2017-12 during2016-02, Leases (Topic 842), or Topic 842 using the fourth quarter 2017.modified retrospective transition method. The Company elected available practical expedients permitted under the transition guidance within the new standard, which among other items, allowed the Company to carry forward its historical lease classification and not reassess existing leases under the new definition of a lease in ASC 842. In addition, the Company also elected to account for lease and non-lease components as a single lease component. The adoption of ASU No. 2017-12 did not have a materialthe standard resulted in the recording of operating lease liabilities of $165 million and related ROU assets of $159 million. There was no impact on ourto the Company’s consolidated resultsstatement of operations or cash flows, and statement of financial position.flows.
ASU 2016-18 — Recently Issued Accounting Standards Not Yet Adopted
In November 2016,December 2019, the FASB issued ASU No. 2016-18, Statement of Cash Flows2019-12, Income Taxes (Topic 230), Restricted Cash, or ASU No. 2016-18.740): Simplifying the Accounting for Income Taxes. The amendments ofin this ASU No. 2016-18 require an entitysimplify the accounting for income taxes by removing certain exceptions to include amounts generally described as restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning of period and end of period total amounts on the statement of cash flows.general principles in Topic 740, Income Taxes. The amendments also improve consistent application of ASU No. 2016-18 areand simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The guidance is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. EarlyJanuary 1, 2021, with early adoption is permitted and the adoption of ASU No. 2016-18 will be applied retrospectively.permitted. The Company early adopted ASU No. 2016-18 duringdoes not expect the second quartereffect of 2017. Netthe new guidance to be material on its consolidated financial statements.

Note 3 — Acquisitions and Dispositions
2021 Acquisitions
Rattlesnake Drop Down — On January 12, 2021, the Company acquired 100% of CEG's equity interest and a third party investor's minority interest in Rattlesnake Flat, LLC, which owns the Rattlesnake Wind Project, a 160 net MW wind facility located in Adams County, WA for $132 million in cash flows used in investing activities forconsideration.
Agua Caliente Acquisition — On February 3, 2021, the year ended December 31, 2016 decreased by $33 million. The sum of Company's cash and cash equivalents and restricted cash reported within the consolidated balance sheet as of December 31, 2016 equals the beginning balances of cash, cash equivalents and restricted cash shownCompany acquired an additional 35% equity interest in the consolidated statementAgua Caliente solar project from NRG Energy, Inc. for $202 million. Agua Caliente is a 290 MW solar project located in Dateland, Arizona in which Clearway previously owned a 16% equity interest. The project has a 25-year PPA with PG&E, with approximately 19 years remaining under the agreement. Following the close of cash flows for the year ended December 31, 2017. The sum of Company's cash and cash equivalents and restricted cash reported withintransaction, the consolidated balance sheet as of December 31, 2017 equals to the ending balances of cash, cash equivalents and restricted cash shownCompany owns a 51% equity interest in the consolidated statement of cash flows for the year ended December 31, 2017.
Recent Accounting Developments - Not Yet Adopted
ASU 2016-02 — In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), or Topic 842, with the objective to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and to improve financial reporting by expanding the related disclosures. The guidance in Topic 842 provides that a lessee that may have previously accounted for a lease as an operating lease under current GAAP should recognize the assets and liabilities that arise from a lease on the balance sheet. In addition, Topic 842 expands the required quantitative and qualitative disclosures with regards to lease arrangements.Agua Caliente. The Company will adopt the standard effective January 1, 2019remove its equity method investment and expects to elect certain of the practical expedients permitted, including the expedient that permits the Company to retainconsolidate its existing lease assessment and classification. The Company is currently working through an adoption plan and evaluating the anticipated impact on the Company's results of operations, cash flows and financial position. While the Company is currently evaluating the impact the new guidance will have on its financial position and results of operations, the Company expects to recognize lease liabilities and right of use assets. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending the Company’s review of its existing lease contracts and service contracts which may contain embedded leases. While this review is stillinterest in process, the Company believes the adoption of Topic 842 may be material to its financial statements. The Company is continuing to monitor potential changes to Topic 842 that have been proposed by the FASB and will assess any necessary changes to the implementation as the guidance is updated.


ASU 2014-09 — In May 2014, the FASB issued ASU No. 2014-09, RevenueAgua Caliente from Contracts with Customers (Topic 606), or Topic 606, which was further amended through various updates issued by the FASB thereafter.  The amendments of ASU No. 2014-09 completed the joint effort between the FASB and the IASB, to develop a common revenue standard for GAAP and IFRS, and to improve financial reporting.  The guidance under Topic 606 provides that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for the goods or services provided and establishes a five step model to be applied by an entity in evaluating its contracts with customers.  The Company has elected the practical expedient available under Topic 606 for measuring progress toward complete satisfaction of a performance obligation and for disclosure requirements of remaining performance obligations.  The practical expedient allows an entity to recognize revenue in the amount to which the entity has the right to invoice such that the entity has a right to the consideration in an amount that corresponds directly with the value to the customer for performance completed to date by the entity. The majority of the Company's revenues are obtained through PPAs, which are currently accounted for as operating leases. In connection with the implementation of Topic 842, as described above, the Company expects to elect certain of the practical expedients permitted, including the expedient that permits the Company to retain its existing lease assessment and classification. The Company adopted the standard effective January 1, 2018 under the modified retrospective transition method. As leases are excluded from the scope of Topic 606, the adoption of Topic 606 at the date of initial application will not have a material impact on the Company's financial statements. The adoption of Topic 606 also includes additional disclosure requirements beginning in the first quarter of 2018. As a significant portion of the Company's revenue is generated through operating leases, the majority of the new required disclosures will not be relevant or material to the Company.acquisition.
Note 3 — Business Acquisitions
20172020 Acquisitions
November 2017Langford Drop Down Assets — On November 1, 2017,20, 2020, the Company acquired 100% of the Class B membership interest in Langford Holding LLC from CEG for $55 million as well as a 38minority interest from a third party investor for $9 million. Langford Holding LLC indirectly consolidates its interest in the Langford wind project as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. The Langford project is a 160 MW solar portfolio primarily comprised of assets from NRG's Solar Power Partners (SPP) fundswind project located in West Texas which achieved repowering commercial operations in November 2020. The Langford operations are included in the Company's Renewables segment and other projects developed by NRG, for cash consideration of $74 million, including working capital adjustments of $3 million, plus assumed non-recourse debt of $26 million.
The purchase price for the November 2017 Drop Down Assetsacquisition was funded with cash on hand. The acquisition was determined to be an asset acquisition and not a business combination, therefore the Company consolidated the financial information for Langford on a prospective basis. The membership interests acquired by the Company relate to interests under common control by GIP and were recorded at historical cost, which reflects GIP's basis recorded at fair value. The difference between the cash paid of $64 million and the historical value of the Company's acquired interests of $21 million was recorded as an adjustment to contributed capital.
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The following is a summary of assets and liabilities transferred in connection with the acquisition as of November 20, 2020:
(In millions)Langford
Current Assets$4 
Property, plant and equipment, net138 
Other non-current assets15 
Total assets157 
Other current and non-current liabilities17 
Total liabilities17 
Noncontrolling interests119 
Net assets less noncontrolling interests$21 
Rosamond Central Drop Down — On December 21, 2020, Rosamond Solar Investment LLC, a subsidiary of the Company, acquired 100% of the Class A membership interests of Rosie TargetCo LLC from Renew Development HoldCo LLC, a subsidiary of CEG, for $23 million in cash consideration and an additional $1 million adjustment concurrent with the tax equity investor's final funding which was paid in January 2021. Rosie Target Co LLC is the primary beneficiary and consolidates its interest in a tax equity fund that owns the 192 MW Rosamond Central solar project, located in Kern County, California as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. The Rosamond Central operations are included in the Company's Renewables segment. The acquisition was determined to be an asset acquisition and not a business combination, and therefore, the Company consolidated the financial information for Rosamond Central on a prospective basis. The membership interests acquired by the Company relate to interests under common control by GIP and were recorded at historical cost. The difference between the cash paid of $24 million and the historical value of the Company's acquired interests of $28 million was recorded as an adjustment to contributed capital.
The following is a summary of assets and liabilities transferred in connection with the acquisition as of December 21, 2020:
(In millions)Rosamond Central
Current Assets$49 
Property, plant and equipment, net246 
Other non-current assets1 
Total assets296 
Long-term debt205 
Other current and non-current liabilities11 
Total liabilities216 
Noncontrolling interests52 
Net assets less noncontrolling interests$28 
Mesquite Star Drop Down — OnSeptember 1, 2020, the Company, through its indirect subsidiary Lighthouse Renewable Class A LLC, acquired the Class A membership interests in Lighthouse Renewable Holdco LLC (formerly Mesquite Star Pledgor LLC) from Clearway Renew LLC, a subsidiary of CEG, for $74 million in cash consideration inclusive of a purchase price adjustment received in the fourth quarter of 2020 concurrent with the partnership amendment referenced below. Lighthouse Renewable Holdco LLC indirectly owns 100% of the Class B membership interests in Mesquite Star Tax Equity Holdco LLC, a tax equity partnership that it consolidates as the primary beneficiary, and owns the Mesquite Star wind project, a 419 MW utility scale wind project located in Fisher County, Texas. A majority of the project’s output is backed by contracts with investment grade counterparties with a 12 year weighted average contract life. The Mesquite Star operations are reflected in the Company's Renewables segment and the acquisition was funded with cash on hand. The Company initially recorded its interest in Lighthouse Renewable Class A LLC as an equity method investment. The membership interests acquired by the Company relate to interests under common control by GIP and were recorded at historical cost. The difference between the $74 million cash paid and the historical value of the Company's acquired interests of $83 million was recorded as an adjustment to contributed capital.
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On December 21, 2020, Clearway Renew LLC sold the Class B membership interest in Lighthouse Renewable Holdco LLC to a third party investor as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. The investor and the Company amended the terms of the related partnership and as a result, the Company now consolidates its interest in the Mesquite Star wind project, through its consolidation of Lighthouse Renewable Holdco LLC. The membership interests acquired by the Company relate to interests under common control by GIP and were recorded at historical cost. The difference between the carrying value of the Company's equity method investment of $58 million and the historical value of the net assets consolidated for Mesquite Star of $63 million was recorded as an adjustment to contributed capital.
The following table shows the balances that were consolidated effective on December 21, 2020:
(In millions)Mesquite Star
Current assets$22 
Property, plant and equipment, net443 
Other non-current assets31 
Total assets496 
Other current and non-current liabilities87 
Total liabilities87 
Noncontrolling interests and redeemable noncontrolling interests346 
Net assets less noncontrolling interests$63 
DG Residual Interest and SREC Contract Drop Down — On November 2, 2020, the Company acquired the Class B membership interests in DGPV Holdco 1, DGPV Holdco 2 and DGPV Holdco 3, or DGPV Holdco Entities, from Renew DG Holdings LLC, a subsidiary of CEG, for approximately $20 million in cash consideration and an SREC contract for approximately $24 million in cash consideration. The Company previously held the Class A membership interests in the DGPV Holdco Entities and accounted for its interests in DGPV Holdco 1 and DGPV Holdco 2 as equity method investments, while DGPV Holdco 3 was consolidated by the Company effective May 29, 2020 as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. Subsequent to the acquisition of the remaining interests in the DGPV Holdco Entities, the Company transferred its interests to DG-CS Master Borrower LLC, and issued debt that was utilized to repay existing project-level debt outstanding and unwind interest rate swaps for certain of the tax equity arrangements related to the underlying project funds, as further described in Note 10, Long-term Debt. The acquired SREC contract is a contract to receive incremental cash flows related to renewable energy credits from certain underlying solar projects. The membership interests acquired by the Company relate to interests under common control by GIP and were recorded at historical cost, which reflects GIP's basis recorded at fair value. The difference between the cash paid for the residual interest of the DGPV Holdco Entities and the historical value of the net assets consolidated less the carrying value of the equity method investments was recorded as an adjustment to contributed capital.

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The following table shows the balances that were consolidated:
November 2, 2020May 29, 2020
(In millions)
DGPV Holdco 1 and 2 (a)
DGPV Holdco 3 (b)
Current assets$29 $32 
Property, plant and equipment, net324 331 
Intangible assets, net19 1 
Other non-current assets52 37 
Total assets424 401 
Long-term debt160 206 
Other current and non-current liabilities54 84 
Total liabilities214 290 
Noncontrolling interests and redeemable noncontrolling interests5 6 
Net assets less noncontrolling interests$205 $105 

(a)Includes DGPV 1, LLC, DGPV 2, LLC, CA Fund, LLC, DGPV 4 Borrower LLC and Puma Class B LLC
(b) Includes Renew Solar CS4 Fund LLC and Chestnut Fund LLC
The fair value of property, plant and equipment determined at GIP's acquisition date was determined primarily based on an income method using discounted cash flows and validated using a cost approach based on the replacement cost of the assets less economic depreciation. This methodology was utilized as the forecasted cash flows incorporate specific attributes of each asset including age, useful life, equipment condition and technology. The fair value of intangible assets was determined utilizing a variation of the income approach determined by discounting incremental cash flows associated with the contracts to present value. Primary assumptions utilized included estimates of generation, contractual prices, operating expenses and the weighted average cost of capital reflective of a market participant. These assumptions are considered to be a Level 3 measurement as defined in ASC 820, as they utilize inputs that are not observable in the market.
2019 Acquisitions
Duquesne University District Energy System Acquisition — On May 1, 2019, the Company, through its indirect subsidiary ECP Uptown Campus LLC, acquired the Duquesne University district energy system, totaling 87 combined MWt, located in Pittsburgh, PA. As part of the acquisition, Duquesne University entered into a 40-year Energy Services Agreement through which ECP Uptown Campus LLC will fulfill the university's electricity, chilled water and steam requirements in exchange for monthly capacity payments. The Duquesne University District Energy System operations are reflected in the Company's Thermal segment. The total investment for the project was approximately $107 million.
Carlsbad Drop Down— On December 6, 2019, the Company acquired 100% of GIP's membership interests in CBAD Holdings, LLC, which indirectly owns Carlsbad Energy Center LLC, a 527 MW natural gas fired power project located in Carlsbad, California, or the Carlsbad Drop Down Asset. The project has a 20-year power purchase and tolling agreement with San Diego Gas and Electric Company, which expires in 2038. The purchase price for the Carlsbad Drop Down was $184 million in cash, plus assumption of $803 million in project level financing including non-recourse senior notes, as further described in Note 10, Long-term Debt. The acquisition was funded with proceeds from the Clearway Energy, Inc. equity issuance, as described in Note 11, Members' Equity, as well as borrowings from the Company's revolving credit facility. The Carlsbad acquisition is the result of the Company having elected its option to purchase Carlsbad pursuant to the ROFO agreement, as amended, by and among the Company, CEG and GIP. The Carlsbad operations are reflected in the Company's Conventional segment. The assets and liabilities transferred to the Company relate to interests under common control by GIP 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 value of the entities' equity was recorded as a distribution to GIP and decreased the balance of contributed capital. The acquisition was determined to be an asset acquisition and not a business combination, therefore the Company consolidated the financial information for Carlsbad on a prospective basis.
The following is a summary of assets and liabilities transferred in connection with the acquisition as of December 6, 2019:
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(In millions)CBAD Holdings, LLC
Current Assets$36 
Property, plant and equipment, net572 
Intangible assets, net337 
Other non-current assets51 
Total assets996 
Debt(a)
791 
Other current and non-current liabilities (b)
56 
Total liabilities847 
Net assets acquired$149 

(a)Excludes net debt issuance costs of $12 million.
(b) Other current liabilities and non-current liabilities include a contingent liability of $5 million assumed by the Company during the acquisition.
2018 Acquisitions
    UPMC Thermal Project Asset Acquisition— On June 19, 2018, upon reaching substantial completion, the Company acquired from NRG the UPMC Thermal Project for cash consideration of $84 million. In addition, the Company had a payable of $4 million to NRG as of December 31, 2018, $3 million of which was paid in January 2019 upon final completion of the project pursuant to the EPC agreement, and $1 million was paid in January 2020. The project added 73 MWt of thermal equivalent capacity and 7.5 MW of emergency backup electrical capacity to the Company's portfolio. The UPMC Thermal project operations are reflected in the Company's Thermal segment. The acquisition was funded with the proceeds from the sale of the Series E and Series F Notes. The assets transferred to the Company relate to interests under common control by NRG and were recorded at historical costbook value in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the cash paidpurchase price and historicalbook value of the entities' equityassets was recorded as a contribution fromdistribution to NRG and increaseddecreased the balance of contributed capital. BecauseThe acquisition was determined to be an asset acquisition and not a business combination, therefore the transaction constitutedCompany consolidated the financial information for UPMC Thermal project on a transfer of net assets under common control, the guidance requires retrospective combination of the entities for all periods presented as if the combination has been in effect since the inception of common control.prospective basis.
The following is a summary of assets and liabilities transferred in connection with the acquisition of the November 2017 Drop Down Assets as of November    Central CA Fuel Cell 1, 2017:
 (In millions)
Assets: 
Current assets$7
Property, plant and equipment83
Non-current assets12
Total assets102
Liabilities: 
Debt (Current and non-current) (a)
23
Other current and non-current liabilities3
Total liabilities assumed26
Net assets acquired$76
(a)Net of $3 million of net debt issuance costs.
Since the acquisition date, the November 2017 Drop Down Assets have contributed $1 million in operating revenues to the Company.
August 2017 Drop Down Assets LLC — On August 1, 2017,April 18, 2018, the Company acquired the remaining 25% interestCentral CA Fuel Cell 1, LLC project in NRG Wind TE Holdco, a portfolio of 12 wind projects,Tulare, California from NRGFuelCell Energy Finance, Inc. for total cash consideration of $44 million, including working capital adjustment of $3$11 million. The purchase agreementproject added 2.8 MW of thermal capacity to the Company's portfolio, with a 20-year PPA contract with the City of Tulare. The operations of Central CA Fuel Cell are reflected in the Company's Thermal segment.
    Buckthorn Solar Drop Down Asset — On March 30, 2018, the Company acquired 100% of NRG's interests in Buckthorn Renewables, LLC, which owns a 154 MW construction-stage utility-scale solar generation project located in Texas, or the Buckthorn Solar Drop Down Asset, for cash consideration of $42 million. The Company also included potential additional paymentsassumed non-recourse debt of $183 million and non-controlling interest of $19 million attributable to NRG dependent upon actual


energy prices for merchant periods beginning in 2027, which were estimatedthe Class A member. The Company converted $132 million of non-recourse debt to a term loan and accrued as contingent considerationthe remainder of the outstanding debt was paid down with the contribution from the Class A member in the amount of $8$80 million as of September 30, 2017.
upon the project reaching substantial completion in May 2018. The Company originally acquired 75% of NRG Wind TE Holdco on November 3, 2015, or November 2015purchase price for the Buckthorn Solar Drop Down Assets, which were consolidatedAsset was funded with 25% ofcash on hand and borrowings from the net assets recorded as noncontrolling interest.Company's revolving credit facility. The assets and liabilities transferred to the Company related to interests under common control by NRG and were recorded at historical cost in accordance with ASC 805-50, Business Combination - Related Issues. As the Company had reflected NRG's 25% ownership of NRG Wind TE Holdco in noncontrolling interest, the difference between the cash paid of $44 million, net of the contingent consideration of $8 million, and the historical value of the remaining 25% of $87 million as of July 31, 2017, was recorded as an adjustment to NRG's noncontrolling interest. Since the transaction constituted a transfer of entities under common control, the accounting guidance requires retrospective combination of the entities for all periods presented as if the combination has been in effect from the beginning of the financial statement period or from the date the entities were under common control (if later than the beginning of the financial statement period).
The Class A interests of NRG Wind TE Holdco are owned by a tax equity investor, or TE Investor, who receives 99% of allocations of taxable income and other items until the flip point, which occurs when the TE Investor obtains a specified return on its initial investment, at which time the allocations to the TE Investor change to 8.53%. The Company generally receives 100% of CAFD until the flip point, at which time the allocations to the Company of CAFD change to 91.47%. If the flip point has not occurred by a specified date, 100% of CAFD is allocated to the TE Investor until the flip point occurs. NRG Wind TE Holdco is a VIE and the Company is the primary beneficiary, through its position as managing member, and consolidates NRG Wind TE Holdco.
The following tables present a summary of the Company's historical information combining the financial information for the November 2017 Drop Down Assets and August 2017 Drop Down Assets transferred in connection with the acquisitions:
 Year ended December 31, 2016 Year ended December 31, 2015
 
As Previously Reported (a)
 November 2017 Drop Down Assets August 2017 Drop Down Assets As Currently Reported 
As Previously Reported (a)
 November 2017 Drop Down Assets August 2017 Drop Down Assets As Currently Reported
(In millions)               
Total operating revenues$1,021
 $14
 $—
 $1,035
 $953
 $15
 $—
 $968
Operating income220
 4
 —
 224
 322
 6
 —
 328
Net income15
 —
 —
 15
 93
 2
 —
 95
Net income attributable to Yield LLC157
 —
 (31) 126
 144
 3
 10
 157
(a)As previously reported in the May 9, 2017 Form 8-K filed in connection with the March 2017 Drop Down completed on March 27, 2017
 As of December 31, 2016
(In millions)
As Previously Reported (a)
 November 2017 Drop Down Assets As Currently Reported
Assets:     
Current assets$656
 $14
 $670
Property, plant and equipment5,460
 94
 5,554
Non-current assets2,504
 18
 2,522
Total assets8,620
 126
 8,746
Liabilities:     
Debt (Current and non-current)6,007
 62
 6,069
Other current and non-current liabilities309
 4
 313
Total liabilities assumed6,316
 66
 6,382
Net assets$2,304
 $60
 $8,746
(a)As previously reported in the May 9, 2017 Form 8-K filed in connection with the March 2017 Drop Down completed on March 27, 2017.


March 2017 Drop Down Assets — On March 27, 2017, the Company acquired the following interests from NRG: (i) Agua Caliente Borrower 2 LLC, which owns a 16% interest (approximately 31% of NRG's 51% interest) in the Agua Caliente solar farm, one of the ROFO Assets, representing ownership of approximately 46 net MW of capacity and (ii) NRG's interests in the Utah Solar Portfolio. Agua Caliente is located in Yuma County, AZ and sells power subject to a 25-year PPA with Pacific Gas and Electric, with 22 years remaining on that contract. The seven utility-scale solar farms in the Utah Solar Portfolio are owned by the following entities: Four Brothers Capital, LLC, Iron Springs Capital, LLC, and Granite Mountain Capital, LLC. These utility-scale solar farms achieved commercial operations in 2016, sell power subject to 20-year PPAs with PacifiCorp, a subsidiary of Berkshire Hathaway and are part of a tax equity structure with Dominion Solar Projects III, Inc., or Dominion, through which the Company is entitled to receive 50% of cash to be distributed, as further described below. The Company paid cash consideration of $132 million, including $2 million of working capital. The acquisition of the March 2017 Drop Down Assets was funded with cash on hand. The Company recorded the acquired interests as equity method investments. The Company also assumed non-recourse debt of $41 million and $287 million on Agua Caliente Borrower 2 LLC and the Utah Solar Portfolio, respectively, as further described in Note 10, Long-term Debt, as well as its pro-rata share of non-recourse project-level debt of Agua Caliente Solar LLC.
The assets and liabilities transferred to the Company relate to interests under common control by NRG and were recorded at historical cost in accordance with ASC 805-50, Business Combination - Related Issues. The difference between the cash paid and the historical value of the entities' equity of $8 million was recorded as an adjustment to NRG's noncontrolling interest. Since the transaction constituted a transfer of entities under common control, the accounting guidance requires retrospective combination of the entities for all periods presented as if the combination has been in effect from the beginning of the financial statement period or from the date the entities were under common control (if later than the beginning of the financial statement period). Accordingly, in connection with the retrospective adjustment of prior periods, the Company adjusted its financial statements to reflect its results of operations, financial position and cash flows as if it recorded its interests in the Agua Caliente Borrower 2 LLC on January 1, 2016, and its interests in the Utah Solar Portfolio on November 2, 2016.
The following is a summary of assets and liabilities transferred in connection with the acquisition of the March 2017 Drop Down Assets as of March 27, 2017:
 (In millions)
Assets: 
Cash$6
Equity investment in projects456
   Total assets acquired462
Liabilities: 
Debt (Current and non-current) (a)
320
Other current and non-current liabilities3
   Total liabilities assumed323
      Net assets acquired$139
(a)Net of $8 million of debt issuance costs.
2016 Acquisitions
CVSR Drop Down — Prior to September 1, 2016, the Company had a 48.95% interest in CVSR, which was accounted for as an equity method investment.On September 1, 2016, the Company acquired from NRG the remaining 51.05% interest of CVSR Holdco LLC, which indirectly owns the CVSR solar facility, or the CVSR Drop Down, for total cash consideration of $78.5 million, plus an immaterial working capital adjustment. The acquisition was funded with cash on hand. The Company also assumed additional debt of $496 million, which represents 51.05% of the CVSR project level debt and 51.05% of the notes issued under the CVSR Holdco Financing Agreement, as of the closing date. The acquisition was funded with cash on hand.
The assets and liabilities transferred to the Company relate to interests under common control by NRG and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the cash paid and historical value of the CVSR Drop Down of $112 million, as well as $6 million of AOCL, was recorded as a distribution to NRG with the offset to contributed capital. Because the transaction constituted a transfer of net assets under common control, the guidance requires retrospective combination of the entities for all periods presented as if the combination has been in effect since the inception of common control. In connection with the retrospective adjustment of prior periods, the Company now consolidates


CVSR and 100% of its debt, consisting of $771 million of project level debt and $200 million of notes issued under the CVSR Holdco Financing Agreement as of September 1, 2016. In addition, the Company has removed the equity method investment from all prior periods and adjusted its financial statements to reflect its results of operations, financial position and cash flows as if it had consolidated CVSR from the beginning of the financial statement period.
2015 Acquisitions
November 2015 Drop Down Assets from NRG — On November 3, 2015, the Company acquired the November 2015 Drop Down Assets, a portfolio of 12 wind facilities totaling 814 net MW, from NRG for cash consideration of $207 million. The Company was responsible for its pro-rata share of non-recourse project debt of $193 million and noncontrolling interest associated with a tax equity structure of $159 million (as of the acquisition date).
The Company funded the acquisition with borrowings from its revolving credit facility. The assets and liabilities transferred to the Company relate to interests under common control by NRG and were recorded at historical cost.Issues. The difference between the cash paid and historical value of the entities' equity was recorded as a distribution fromto NRG withand decreased the offsetbalance of contributed capital. Since the transaction constituted a transfer of net asset under common control, the guidance required retrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control. The project sells power under a 25-year PPA to contributed capital.the City of Georgetown, Texas, which commenced in July 2018. The operations of the Buckthorn project are reflected in the Company's Renewables segment.
Desert Sunlight
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2020 Dispositions
Sale of RPV Holdco 1 LLC — On June 29, 2015,May 14, 2020, the Company acquired 25%sold its interests in RPV Holdco 1 LLC to a third party for net proceeds of the membershipapproximately $75 million. The Company previously accounted for its interest in Desert Sunlight Investment Holdings,RPV Holdco 1 LLC which owns two solar photovoltaic facilities that total 550 MW, located in Desert Center, California from EFS Desert Sun, LLC, an affiliate of GE Energy Financial Services for a purchase price of $285 million. Power generated by the facilities is sold to Southern California Edison and Pacific Gas and Electric under long-term PPAs with approximately 20 years and 25 years of remaining contract life, respectively. The Company accounts for its 25% investment as an equity method investment. The sale of the investment resulted in a gain of approximately $49 million.
Spring Canyon Sale of Energy Center Dover LLC and Energy Center Smyrna LLC Assets— On May 7, 2015,March 3, 2020, the Company, acquired a 90.1% interestthrough Clearway Thermal LLC, sold 100% of its interests in Spring Canyon II, a 32 MW wind facility,Energy Center Dover LLC and Spring Canyon III, a 28 MW wind facility, each located in Logan County, Colorado, from Invenergy Wind Global LLC. The purchase price was funded withEnergy Center Smyrna LLC to DB Energy Assets, LLC for cash on hand. Power generated by Spring Canyon II and Spring Canyon III is sold to Platte River Power Authority under long-term PPAs, each withproceeds of approximately 24 years$15 million.
2019 Dispositions
Sale of remaining contract life.
University of Bridgeport Fuel CellHSD Solar Holdings, LLC Assets — On April 30, 2015,October 8, 2019, the Company, completed the acquisitionthrough HSD Solar Holdings, LLC, or HSD, sold 100% of the University of Bridgeport Fuel Cell projectits interests in Bridgeport, Connecticut from FuelCell Energy, Inc. The project added an additional 1.4certain distributed generation solar facilities totaling 6 MW of thermal capacity to the Company's portfolio, with a 12-year contract, withofftaker under the optionPPA, for a 7-year extension. The acquisition is reflected in the Company's Thermal segment.
January 2015 Drop Down Assets from NRG — On January 2, 2015, the Company acquired the following projects from NRG: (i) Laredo Ridge, an 80 MW wind facility located in Petersburg, Nebraska, (ii) Tapestry, which includes Buffalo Bear, a 19 MW wind facility in Buffalo, Oklahoma; Taloga, a 130 MW wind facility in Putnam, Oklahoma; and Pinnacle, a 55 MW wind facility in Keyser, West Virginia, and (iii)  Walnut Creek, a 485 MW natural gas facility located in City of Industry, California, for total cash consideration of $489$20 million, including $9 million for working capital, plus assumed project-level debtas a result of $737 million. The Company funded the acquisition with cash on hand and drawings underofftaker exercising its revolving credit facility. The assets and liabilities transferredright to purchase the project pursuant to the PPA. In conjunction with the sale, the Company relate to interests under common control by NRGrepaid in full the non-recourse lease financing associated with the HSD projects. The repaid amount was net of cash released at closing and were recorded at historical cost. The difference between the cash paid and the historical value of the entities' equity of $61 million was recorded as a distribution to NRG and reduced the balance of its contributed capital.totaled $23 million.





Note 4 — Property, Plant and Equipment
The Company’s major classes of property, plant, and equipment were as follows:
December 31, 2020December 31, 2019Depreciable Lives
(In millions)
Facilities and equipment$9,254 $7,676 2 - 45 Years
Land and improvements224 173 
Construction in progress (a)
62 94 
Total property, plant and equipment9,540 7,943 
Accumulated depreciation(2,323)(1,880)
Net property, plant and equipment$7,217 $6,063 
 December 31, 2017 December 31, 2016 Depreciable Lives
 (In millions)  
Facilities and equipment$6,289
 $6,339
 2 - 45 Years
Land and improvements166
 167
  
Construction in progress (a)
34
 24
  
Total property, plant and equipment6,489
 6,530
  
Accumulated depreciation(1,285) (976)  
Net property, plant and equipment$5,204
 $5,554
  

(a) As of December 31, 20172020 and 2016,2019, construction in progress includes $24$14 million and $20$10 million of capital expenditures that relate to prepaid long-term service agreements in the Conventional segment, respectively.
    Depreciation expense related to property, plant and equipment during the years ended December 31, 2020, 2019 and 2018 was $420 million, $395 million and $330 million, respectively. The Company accelerated depreciation of the Pinnacle wind project in connection with the repowering project in 2020, which resulted in additional depreciation expense in the amount of $9 million. The Company accelerated depreciation of the Wildorado Wind and Elbow Creek projects in connection with the repowering project in 2019, which resulted in additional depreciation expense in the amount of $54 million.
The Company recorded long-lived asset impairments during the yearsyear ended December 31, 20172020 and 2016,December 31, 2019, as further described in Note 9, Asset Impairments.
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Note 5 — Investments Accounted for by the Equity Method and Variable Interest Entities
Equity Method Investments
The following table summarizes the Company's equity method investmentsmaximum exposure to loss as of December 31, 2017:2020 is limited to its equity investment in the unconsolidated entities, as further summarized in the table below:
NameEconomic InterestInvestment Balance
(In millions)
Utah Solar Portfolio (a)
50%$255 
Desert Sunlight25%244 
Agua Caliente Solar(b)
16%83 
GenConn(c)
50%90 
San Juan Mesa75%33 
Elkhorn Ridge66.7%38 
Avenal50%(2)
$741 
Name Economic Interest Investment Balance
    (In millions)
Utah Solar Portfolio (a)
 50% $345
Desert Sunlight 25% 272
GenConn(b)
 50% 102
Agua Caliente Borrower 2 16% 92
Elkhorn Ridge(c)
 66.7% 73
San Juan Mesa(c)
 75% 66
NRG DGPV Holdco 1 LLC (d)
 95% 76
NRG DGPV Holdco 2 LLC (d)
 95% 61
NRG DGPV Holdco 3 LLC (d)
 99% 39
NRG RPV Holdco 1 LLC(d)
 95% 58
Avenal 50% (6)
Total equity investments in affiliates   $1,178

(a) Economic interest based on cash to be distributed. Four Brothers Solar, LLC, Granite Mountain Holdings, LLC and Iron Springs Holdings, LLC are tax equity structures and VIEs. The related allocations are described below.
(b) On February 3, 2021, the Company acquired an additional 35% equity interest in Agua Caliente Solar and following the close of the transaction owns 51% equity interests in Agua Caliente and will remove its equity method investment and consolidate its interest from the date of the acquisition.
(c) GenConn is a variable interest entity.
(c) San Juan Mesa and Elkhorn Ridge are part of the Wind TE Holdco tax equity structure, as described below. San Juan Mesa and Elkhorn Ridge are owned 75% and 66.7%, respectively, by Wind TE Holdco. The Company owns 100% of the Class B interests in Wind TE Holdco.
(d) Economic interest based on cash to be distributed. NRG DGPV Holdco 1 LLC, NRG DGPV Holdco 2 LLC, NRG DGPV Holdco 3 LLC and NRG RPV Holdco 1 LLC are tax equity structures and VIEs. The related allocations are described below.

As of December 31, 20172020 and 2016,2019, the Company had $57$10 million and $51$138 million respectively, of undistributed earnings from its equity method investments.
The Company acquired its interest in Desert Sunlight on June 30, 2015, for $285 million, which resulted in a difference between the purchase price and the basis of the acquired assets and liabilities of $171 million. The difference is attributable to the fair value of the property, plant and equipment and power purchase agreements. In addition, the difference between the basis of the acquired assets and liabilities and the purchase price for the Utah Solar Portfolio (Four Brothers Solar, LLC, Granite Mountain Holdings, LLC and Iron Springs Holdings, LLC) of $106 million is attributable to the fair value of the property, plant and equipment.


The Company is amortizing the related basis differences to equity in earnings (losses) over the related useful life of the underlying assets acquired.
Non-recourse project-level debt of unconsolidated affiliates
The Company's pro-rata share of non-recourse debt held by unconsolidated affiliates was $777$481 million as of December 31, 2017.2020.
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The following tables present summarized financial information for the Company's significant equity method investments:
Year Ended December 31,
202020192018
Income Statement Data:(In millions)
GenConn
Operating revenues$60 $60 $65 
Operating income26 27 32 
Net income17 17 22 
Desert Sunlight
Operating revenues209 205 208 
Operating income142 123 129 
Net income88 58 84 
Other(a)
Operating revenues299 318 332 
Operating income138 110 126 
Net income$60 $50 $86 
As of December 31,
20202019
Balance Sheet Data:(In millions)
GenConn
Current assets$40 $37 
Non-current assets344 342 
Current liabilities17 16 
Non-current liabilities185 176 
Desert Sunlight
Current assets132 209 
Non-current assets1,244 1,296 
Current liabilities71 545 
Non-current liabilities921 484 
Other (a)
Current assets177 279 
Non-current assets2,201 3,412 
Current liabilities114 809 
Non-current liabilities700 500 
Redeemable noncontrolling interest$0 $(1)
 Year Ended December 31,
 2017 2016 2015
Income Statement Data:(In millions)
GenConn     
Operating revenues$71
 $72
 $78
Operating income36
 38
 40
Net income26
 26
 28
Desert Sunlight     
Operating revenues207
 211
 206
Operating income127
 129
 124
Net income80
 80
 73
Utah Solar Portfolio (a)
     
Operating revenues75
 13
 —
Operating income (loss)18
 (6) (1)
Net income (loss)18
 (6) (1)
DGPV entities (b)
     
Operating revenues37
 14
 1
Operating income7
 2
 —
Net loss(3) —
 —
RPV Holdco     
Operating revenues16
 13
 4
Operating income3
 2
 (6)
Net income (loss)3
 2
 (6)
      
   As of December 31,
   2017 2016
Balance Sheet Data:  (In millions)
GenConn    
Current assets $38
 $36
Non-current assets 374
 389
Current liabilities 18
 16
Non-current liabilities 189
 196
Desert Sunlight    
Current assets 133
 281
Non-current assets 1,350
 1,401
Current liabilities 64
 64
Non-current liabilities 1,003
 1,043
Utah Solar Portfolio (a)
    
Current assets 13
 20
Non-current assets 1,090
 1,105
Current liabilities 5
 14
Non-current liabilities 24
 38
DGPV entities (b)
    
Current assets 74
 44
Non-current assets 671
 562
Current liabilities 83
 112
Non-current liabilities 216
 23
Redeemable Noncontrolling Interest 44
 28
RPV Holdco    
Current assets 3
 15
Non-current assets 183
 191
Current liabilities —
 11
Non-current liabilities 7
 7
Redeemable Noncontrolling Interest  16
—
—



(a) Includes Agua Caliente, Elkhorn Ridge, Utah Solar Portfolio, was acquired by NRG on November 2, 2016.
(b) IncludesSan Juan Mesa, DGPV Holdco 1, DGPV Holdco 2 and DGPV Holdco 33. DGPV Holdco 1, DGPV Holdco 2 and DGPV Holdco 3. were consolidated by the Company during 2020 and are therefore excluded from the summarized balance sheet data as of December 31, 2020.



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Variable Interest Entities, or VIEs
Entities that are Consolidated
NRG Wind TEThe Company has a controlling financial interest in certain entities which have been identified as VIEs under ASC 810, Consolidations, or ASC 810. These arrangements are primarily related to tax equity arrangements entered into with third parties in order to monetize certain tax credits associated with wind and solar facilities and are further described below.
DGPV Holdco 3 Consolidation — DGPV Holdco 3 LLC or DGPV Holdco 3 owned approximately 113 MW of Distributed Solar capacity, based on cash to be distributed, with a weighted average remaining contract life of approximately 21 years. On May 29, 2020, the final construction projects for DGPV Holdco 3 were placed in service which resulted in a reconsideration event for consolidation of the entity. Upon the reconsideration event, the Company determined that it was the primary beneficiary of DGPV Holdco 3, as it is entitled to 99% of allocations of income and cash distributions from the entity. As such, effective on May 29, 2020, the Company consolidates DGPV Holdco 3, and records the interest owned by CEG as noncontrolling interest. DGPV Holdco 3 owns an interest in two tax equity funds with tax equity investors, both of which are consolidated by DGPV Holdco 3, and the interests owned by the tax equity investors are shown as noncontrolling interests. The Company removed its equity method investment in DGPV Holdco 3 of $155 million as of May 29, 2020 and recorded the difference between the net assets consolidated and the investment balance as a reduction to noncontrolling interests. The Company acquired CEG's interest in DGPV Holdco 3 on November 2, 2020 as further described in Note 3, Acquisitions and Dispositions and below.
Prior to the reconsideration event described above, the Company invested $10 million of cash in DGPV Holdco 3 during the first half of 2020.
DGPV Tax Equity Funds — As described in Note 3, Business Acquisitions and Dispositions, on August 1, 2017,November 2, 2020, the Company acquired the Class B membership interests in DGPV Holdco 1, DGPV Holdco 2 and DGPV Holdco 3, or the DGPV Holdco Entities, from NRGRenew DG Holdings LLC, a subsidiary of CEG. The Company previously held the remaining 25% interestClass A membership interests in NRG Wind TE Holdco. NRG Wind TEthe DGPV Holdco Entities and accounted for its interests in DGPV Holdco 1 and DGPV Holdco 2 as equity method investments, while DGPV Holdco 3 was consolidated by the Company effective May 29, 2020 as further described above. Concurrent with the acquisition, the Company transferred its interests to DG-CS Master Borrower LLC. Effective with the acquisition of the Class B membership interests of the DGPV Holdco Entities, the Company consolidates all of the DGPV Holdco Entities, including DG-CS Master Borrower LLC, and its subsidiaries, which consist of 7 projects including 6 tax equity funds that collectively own approximately 172 distributed solar projects with a combined 286 MW of capacity. Each of the six tax equity funds is a VIE, where the Company is the primary beneficiary and consolidates the fund, with the tax equity investor's interest shown as noncontrolling interest or redeemable noncontrolling interest. The Company utilizes the HLBV method to determine its share of the income or losses in the investees. The Company removed its equity method investments in DGPV Holdco 1 and DGPV Holdco 2 of $144 million as of November 2, 2020 and recorded the difference between the net assets consolidated and the investment balance as a reduction to noncontrolling interests.
Langford Tax Equity Partnership, LLC — As described in Note 3, Acquisitions and Dispositions, on November 20, 2020, the Company acquired 100% of the Class B membership interest in Langford Holding LLC from CEG for $55 million as well as 100% of the Class A membership interests in Langford Holding LLC from a third party investor for $9 million. Langford Holding LLC owns 100% of the membership interests in Langford Class B Holdco LLC, which owns 100% of the Class B interest in Langford Tax Equity Partnership LLC, which indirectly owns 100% of the interest in a 160 MW wind project. Langford Tax Equity Partnership LLC is a variable interest entity. The Company is the primary beneficiary, through its position as managing member, and indirectly consolidates NRGLangford Tax Equity Partnership LLC, through Langford Class B Holdco LLC. The Class A member is a tax equity investor whose interest is reflected as noncontrolling interest on the Company's consolidated balance sheet. The project achieved repowering COD in November 2020. The Company utilizes the HLBV method for income or loss allocation to the tax equity investor's noncontrolling interest.
Lighthouse Partnership Arrangements
Lighthouse Renewable Holdco LLC — As described in Note 3, Acquisitions and Dispositions, onSeptember 1, 2020, the Company, through its indirect subsidiary Lighthouse Renewable Class A LLC, acquired the Class A membership interests in Lighthouse Renewable Holdco LLC (formerly Mesquite Star Pledgor LLC) from Clearway Renew LLC, a subsidiary of CEG. Lighthouse Renewable Holdco LLC is a VIE and at the time of the acquisition the Company was not the primary beneficiary. Accordingly, the Company recorded the acquired interest as an equity method investment.
On December 21, 2020, CEG sold its Class B membership interest in Lighthouse Renewable Holdco LLC to a third-party investor which resulted in a reconsideration event for consolidation of the entity. Upon the reconsideration event, the Company determined that it was the primary beneficiary of Lighthouse Renewable Holdco LLC. As such, effective on
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December 21, 2020, the Company consolidates Lighthouse Renewable Holdco LLC, and shows the Class B interests owned by the third party investor as noncontrolling interests on the Company’s consolidated balance sheet. Through its Class A membership interests, the Company receives 50.01% of income and distributable cash. In addition, Lighthouse Renewable Holdco LLC holds the Class B interests in a tax equity fund, Mesquite Star Tax Equity Holdco LLC, that holds the Mesquite Star project. The tax equity investor's interest is shown as noncontrolling interest. The HLBV method is utilized to allocate the income or losses of Mesquite Star Tax Equity Holdco LLC.
Rosie TargetCo LLC — As described in Note 3, Acquisitions and Dispositions, on December 21, 2020, the Company acquired 100% of CEG's Class A membership interests of Rosie TargetCo LLC which owns 100% interest in Rosie Class B LLC, which in turn owns 100% of the Class B membership interest of Rosie TE Holdco LLC. The Company consolidates Rosie TargetCo LLC as a VIE as the Company is the primary beneficiary, through its role as managing member. The Class B membership interest of Rosie TargetCo LLC is owned by a third-party investor and is reflected as noncontrolling interest on the Company’s consolidated balance sheet. Through its Class A membership interests in Rosie TargetCo LLC, the Company receives 50% of income and distributable cash. Rosie TargetCo indirectly consolidates Rosie TE Holdco LLC, which is also a VIE. The tax equity investor's interest is shown as noncontrolling interest. The HLBV method is utilized to allocate the income or losses of Rosie TE Holdco LLC.
Yield Protection Agreement — In connection with the Lighthouse Partnership Agreements, the Company entered into an agreement which provides for a reallocation of cash distributions to the third-party investor in order to ensure that the investor achieves a target return. The agreement provides for the reallocation of up to 80% of cash distributed to the Company's Class A members beginning after the 15th year of the arrangement. The Company is accounting for this agreement as a guarantee and has recorded the fair value of its estimated liability under the arrangement of $15 million as a non-current liability with a corresponding offset to additional paid-in capital.
Kawailoa Partnership — On August 31, 2018, the Company entered into an agreement with Clearway Renew LLC, a subsidiary of CEG, to acquire the Class A membership interests in the Kawailoa Solar Partnership LLC, or Kawailoa Partnership, for $9 million in cash consideration. The purpose of the partnership is to own, finance, operate, and maintain the Kawailoa Solar project, a 49 MW utility-scale solar generation project, an indirect subsidiary of the Kawailoa Partnership, located in Oahu, Hawaii. The Kawailoa Solar project is contracted to sell power under a 22-year PPA with Hawaiian Electric Company, or HECO. The Kawailoa Solar project is 51% owned by the Kawailoa Partnership, with the remaining 49% owned by a third-party investor. The Kawailoa Partnership consolidates the Kawailoa Solar project through its controlling majority interest. On May 7, 2019, the Company made an initial capital contribution of $2 million, which represents 20% of its total anticipated capital contributions. The Company assumed non-recourse debt of $120 million, as further described in Note 10, Long-term Debt, and non-controlling interests attributable to third parties in the amount of $21 million. Effective May 1, 2019, the Company, as a Class A member, is the primary beneficiary through its position as managing member and consolidates Kawailoa Partnership. Allocations of income and taxable items are equal to the distributions of available cash, which is currently 95% to the Company and 5% to Clearway Renew LLC. The Company's acquisition of the Class A membership interests in the Kawailoa Partnership was accounted for as a transfer of assets under common control and was recorded at historical cost in accordance with ASC 805-50, Business Combinations — Related Issues. The difference between the cash paid and payable recorded and the historical value of the assets was recorded as a distribution to CEG and decreased the balance of its noncontrolling interest.
Upon reaching COD in November of 2019, the Kawailoa Solar project's fixed assets were placed in service and began to depreciate. On December 22, 2019, Kawailoa Solar Holdings LLC, a tax equity fund, received its final equity contribution of $61 million. The proceeds were utilized to repay the ITC bridge loan in the amount of $57 million, and the construction debt was converted to term debt (and upsized, with an additional $5 million drawn). Distributions were paid to the third-party investor and Clearway Renew LLC, funded by the excess of the tax equity investment and the term loan upsizing above the amount of the bridge loan repayment and related fees. On December 27, 2019, the Company made its substantial completion contribution of $7 million into the Kawailoa Partnership, which was also utilized to make a distribution to Clearway Renew LLC. In addition, the Company started applying HLBV to allocate income attributable to the tax equity investor during the fourth quarter of 2019.
    Oahu Partnership — On August 31, 2018, the Company entered into an agreement with Clearway Renew LLC, a subsidiary of CEG, to acquire the Class A membership interests in the Zephyr Oahu Partnership LLC, or Oahu Partnership, for $20 million in cash consideration. The purpose of the partnership is to own, finance, operate, and maintain the Oahu Solar projects, which consist of Lanikuhana and Waipio, utility-scale solar generation projects with rated capacity of 15 MW and 46 MW, respectively, the indirect subsidiaries of the Oahu Partnership, located in Oahu, Hawaii. The Oahu Solar projects are contracted to sell power under a 22-year PPA with HECO. The Oahu Partnership consolidates the Oahu Solar projects through its controlling majority interest. On March 8, 2019, the Company made an initial capital contribution of $4 million, which represents 20% of its total anticipated capital contributions. The Company also assumed non-recourse debt of $143 million, as
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further described in Note 10, Long-term Debt, and $18 million of non-controlling interest attributable to a tax equity investor's initial contribution. Effective March 8, 2019, the Company, as a Class A member, is the primary beneficiary through its position as managing member and consolidates Oahu Partnership. Allocations of income and taxable items are equal to the distributions of available cash, which is currently 95% to the Company and 5% to Clearway Renew LLC. The Company's acquisition of the Class A membership interests in the Oahu Partnership was accounted for as a transfer of assets under common control and was recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between the cash paid and payable recorded and the historical value of the assets was recorded as a contribution from CEG and increased the balance of its noncontrolling interest.
Upon reaching COD in September 2019, the Oahu Solar projects' fixed assets were placed in service and began to depreciate. On November 12, 2019, the tax equity investor made its final tax-equity contribution of $71 million and the proceeds were utilized to repay the related ITC bridge loan in the amount of $67 million, and the construction loan was converted to term debt. The Company paid the remaining 80% of the equity commitment in the amount of $16 million to Clearway Renew LLC when the Oahu Solar projects reached certain milestones in December 2019. In addition, the Company started applying HLBV to allocate income attributable to the tax equity investor during the third quarter of 2019.
Wind TE Holdco — As of December 31, 2018, Wind TE Holdco was a VIE and the Company, as the holder of Class B shares and the primary beneficiary through its position as managing member consolidated Wind TE Holdco. The Class A interestsshares of NRG Wind TE Holdco arewere owned by a tax equity investor, orwho received 99% of allocations of taxable income and other items.
On January 2, 2019, the Company bought out 100% of the Class A membership interests from the TE Investor, who receivesfor cash consideration of $19 million. The Company recorded the difference between the value of the interest bought and the cash received to equity and allocated it between non-controlling interest and additional paid in capital based on the economic ownership interest between CEG and public interest as of January 2, 2019.
    Repowering Partnership II LLC — On August 30, 2018, Wind TE Holdco, an indirect subsidiary of the Company, formed Repowering Partnership LLC with Clearway Renew LLC, an indirect subsidiary of CEG, in order to facilitate the repowering of wind facilities of two of its indirect subsidiaries, Elbow Creek Wind Project LLC, or Elbow Creek, and Wildorado Wind LLC, or Wildorado Wind. Wind TE Holdco contributed its interests in the two facilities and Clearway Renew LLC contributed a turbine supply agreement, including title to certain components that qualify for production tax credits. Wind TE Holdco is the managing member of the partnership and consolidates the entity, which is a VIE. Clearway Renew LLC is initially entitled to allocations of 21% of income, which is reflected in Wind TE Holdco’s noncontrolling interests.
On June 14, 2019, Repowering Partnership LLC was replaced with Repowering Partnership II LLC as the owner of the Elbow Creek and Wildorado Wind projects, as well as Repowering Partnership Holdco LLC, which concurrently entered into a financing agreement for construction debt commitment totaling $352 million, as further described in Note 10, Long-term Debt.
Repowering of the Elbow Creek project was completed and on November 26, 2019, a third party tax equity investor purchased 100% of the Class A membership interests in Elbow Creek Repowering Tax Equity Holdco LLC, or Elbow TE Holdco for $89 million pursuant to a membership interest purchase agreement dated June 14, 2019. The Company also contributed $4 million. In connection with the completion of the Elbow Creek repowering, the construction loan of $93 million was repaid with the proceeds from the combined proceeds from the tax equity investor and the Company. The Company began applying HLBV during the fourth quarter to allocate income between the partners of Elbow TE Holdco.In connection with the closing, the allocations of income at Repowering Partnership II LLC (which indirectly consolidates both projects) changed to 59.63% for Wind TE Holdco LLC (the Company member) and 40.37% for CWSP Wildorado Elbow Holding LLC (the CEG member).In addition, approximately half of the repowered Wildorado equipment was placed in service in December 2019, with the remaining equipment being placed in service in January of 2020. In connection with repowering of the projects, the Company revised the remaining useful life of the property, plant and equipment that was replaced, resulting in additional expense of $54 million during the year ended December 31, 2019 related to accelerated depreciation.
On February 7, 2020, a third party tax equity investor purchased 100% of the Class A membership interests in Wildorado TE Holdco, for $148 million. In addition, the Company contributed $112 million to Wildorado TE Holdco. The combined proceeds were used to repay construction debt under the Repowering Partnership Holdco credit agreement, as described in Note 10, Long-term Debt. The third party tax equity investor, or Wildorado Investor, will receive 99% of allocations of taxable income and other items until the flip point, which occurs when the TEWildorado Investor obtains a specified return on its initial investment, at whichor the last day of the PTC period, whichever occurs sooner. At such time, the allocations to the TEWildorado Investor will change to 8.53%5%. Until such time, the Wildorado Investor will receive a variable percentage of cash distributions. Wildorado TE Holdco is a VIE and the Repowering Partnership II LLC is the primary beneficiary through its position as managing member. As a result, the Company consolidates Wildorado TE Holdco, with the Wildorado Investor's interest shown as noncontrolling interest. In connection with
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the Wildorado TE Holdco closing, the allocations of income at Repowering Partnership II LLC changed to 60.14% for Wind TE Holdco LLC (the Company member) and 39.86% for CWSP Wildorado Elbow Holding LLC (the CEG member).
On May 11, 2020, the Company acquired CEG's interest in Repowering Partnership II LLC, for cash consideration of $70 million. Repowering Partnership II LLC is no longer a VIE and subsequent to the acquisition, is a wholly-owned subsidiary of the Company. Repowering Partnership II LLC continues to own interests in two VIEs, Wildorado Repowering Tax Equity Holdco LLC, or Wildorado TE Holdco, and Elbow Creek Repowering Tax Equity Holdco LLC, or Elbow Creek TE Holdco. The Company generally receives 100%removed the related noncontrolling interest balance of CAFD until$8 million and recorded the flip point, at which timedifference between the allocationscash paid and the noncontrolling interest balance removed as a reduction to the Company of CAFD change to 91.47%. If the flip point has not occurred by a specified date, 100% of CAFD is allocated to the TE Investor until the flip point occurs. noncontrolling interests. The Company utilizes the HLBV method to determine the net income or loss allocated to the TE Investortax equity noncontrolling interest.
    Buckthorn Renewables, LLC — On March 30, 2018, the Company acquired 100% of NRG’s interest in a 154 MW construction-stage utility-scale solar generation project, Buckthorn Renewables, LLC, which owns 100% interest in Buckthorn Solar Portfolio, LLC, which in turn owns 100% of the Class B membership interests in Buckthorn Holdings, LLC. Buckthorn Holdings, LLC is a tax equity fund, which is a variable interest entity that is consolidated by Buckthorn Solar Portfolio, LLC. The Company is the primary beneficiary, through its position as managing member, and indirectly consolidates Buckthorn Holdings, LLC through Buckthorn Solar Portfolio, LLC. The Class A member is a tax equity investor who made its initial contribution of $19 million on March 30, 2018, which is reflected as noncontrolling interest on the Company’s consolidated balance sheet. The project achieved substantial completion in May 2018, at which time the remaining tax equity contributions of $80 million were funded. The Company utilizes the HLBV method for income or loss allocation to the tax equity investor's noncontrolling interest.
Alta TE Holdco — On June 30, 2015, the Company sold an economic interest in Alta TE Holdco to a financial institution in order to monetize certain cash and tax attributes, primarily PTCs. The financial institution, or Alta Investor, receives 99% of allocations of taxable income and other items until the flip point, which occurs when the Alta Investor obtains a specified return on its initial investment, at which time the allocations to the Alta Investor change to 5%. The Company receives 94.34% until the flip point, at which time the allocations to the Company of CAFD will change to 97.12%, unless the flip point will not have occurred by a specified date, which would result in 100% of CAFD allocated to the Alta Investor until the flip point occurs. Alta TE Holdco is a VIE and the Company is the primary beneficiary through its position as managing member, and therefore consolidates Alta TE Holdco, with the Alta Investor's interest shown as noncontrolling interest. The Company utilizes the HLBV method to determine the net income or loss allocated to the noncontrolling interest.
Spring Canyon — The Company holds a 90.1% of the Class B interests in Spring Canyon II, a 32 MW wind facility, and Spring Canyon III, a 28 MW wind facility, each located in Logan County, Colorado, and Invenergy Wind Global LLC owns 9.9% of the Class B interests. The projects are financed with a partnership flip tax-equity structure with a financial institution, who owns the Class A interests, to monetize certain cash and tax attributes, primarily PTCs. Until the flip point, the Class A member receives a variable percentage of cash distributions based on the projects’ production level during the prior year. The Class A member received 34.81% of the cash distributions and the Company and Invenergy received 65.19% during the period ended December 31, 2017. After the flip point, cash distributions are allocated 5% to the Class A member and 95% to the Company and Invenergy. Spring Canyon is a VIE and the Company is the primary beneficiary through its position as managing member, and therefore consolidates Spring Canyon. The Class A member and Invenergy's interests are shown as noncontrolling interest. The Company utilizes the HLBV method to determine the net income or loss allocated to the Class A member. Net income or loss attributable to the Class B interests is allocated to Invenergy's noncontrolling interest based on its 9.9% ownership interest.
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Summarized financial information for the Company's consolidated VIEs consisted of the following as of December 31, 2017:2020:
(In millions)Oahu
Solar Partnership		Kawailoa PartnershipWildorado
TE Holdco
DGPV Funds(a)
Lighthouse Renewable Holdco LLCRosie TargetCo LLCLangford TE Partnership LLCAlta TE HoldcoBuckthorn Renewables, LLC
Other (b)
Other current and non-current assets$23 $21 $14 $105 $48 $40 $15 $56 $2 $21 
Property, plant and equipment179 141 240 778 444 258 138 356 210 184 
Intangible assets0 0 0 2 0 0 2 225 0 1 
Total assets202 162 254 885 492 298 155 637 212 206 
Current and non-current liabilities122 111 11 77 82 118 18 44 9 33 
Total liabilities122 111 11 77 82 118 18 44 9 33 
Noncontrolling interest14 31 123 4 347 150 108 33 58 99 
Net assets less noncontrolling interests$66 $20 $120 $804 $63 $30 $29 $560 $145 $74 
(In millions)NRG Wind TE Holdco Alta TE Holdco Spring Canyon
Other current and non-current assets$172
 $17
 $2
Property, plant and equipment376
 436
 95
Intangible assets2
 262
 —
Total assets550
 715
 97
Current and non-current liabilities197
 9
 5
Total liabilities197
 9
 5
Noncontrolling interest9
 93
 60
Net assets less noncontrolling interests$344
 $613
 $32


(a)DGPV Funds is comprised of DGPV Fund 2 LLC, Clearway & EFS Distributed Solar LLC, DGPV Fund 4 LLC, Golden Puma Fund LLC, Renew Solar CS4 Fund LLC and Chestnut Fund LLC

(b)Other is comprised of Crosswinds, Hardin, Elbow Creek Holdco and Spring Canyon projects
Entities that are not Consolidated
The Company has interests in entities that are considered VIEs under ASC 810, Consolidation, but for which it is not considered the primary beneficiary.  The Company accounts for its interests in these entities under the equity method of accounting.
Utah Solar Portfolio Assets — As described in Note 3, Business Acquisitions, as part of the March 2017 Drop Down Assets acquisition, the CompanyThe company acquired from NRG 100% of the Class A equity interests in the Utah Solar Portfolio from NRG. The portfolio comprised of Four Brothers Solar, LLC, Granite Mountain Holdings, LLC, and Iron Springs Holdings, LLC. The Class B interests of the Utah Solar Portfolio are owned by a tax equity investor, or TE Investor, who receives 99% of allocations of taxable income and other items until the flip point, which occurs whenon the TE Investor obtains a specified returnlast day of the calendar month on which the Class B member does not have an agreed upon adjusted capital account deficit, but not prior to the 10th day after the five year anniversary of the last project to achieve its initial investment,placed in service date, at which time the allocations to the TE Investor change to 50%. The Company generally receives 50% of distributable cash throughout the term of the tax-equity arrangements. The three entities comprising the Utah Solar Portfolio are VIEs. As the Company is not the primary beneficiary, the Company uses the equity method of accounting to account for its interests in the Utah Solar Portfolio. The Company utilizes the HLBV method to determine its share of the income or losses in the investees.
NRG DGPV Holdco 1 LLC — The Company and NRG are parties to the NRG DGPV Holdco 1 LLC partnership, or DGPV Holdco 1, the purpose of which is to own or purchase solar power generation projects and other ancillary related assets from NRG Renew LLC or its subsidiaries via intermediate funds. The Company owns approximately 47 MW of distributed solar capacity, based on cash to be distributed, with a weighted average contract life of 18 years. Under this partnership, the Company committed to fund up to $100 million of capital.
NRG DGPV Holdco 2 LLC — The Company and NRG are parties to the NRG DGPV Holdco 2 LLC partnership, or DGPV Holdco 2, the purpose of which is to own or hold solar power generation projects as well as other ancillary related assets from NRG Renew LLC or its subsidiaries. The Company owns approximately 113 MW of distributed solar capacity, based on cash to be distributed, with a weighted average contract life of 21 years.  Under this partnership, the Company committed to fund up to $60 million of capital.
NRG DGPV Holdco 3 LLC— On September 26, 2017, the Company entered into an additional partnership with NRG by forming NRG DGPV Holdco 3 LLC, or DGPV Holdco 3, in which the Company would invest up to $50 million in an operating portfolio of distributed solar assets, primarily comprised of community solar projects, developed by NRG. The Company owns approximately 43 MW of distributed solar capacity, based on cash to be distributed, with a weighted average contract life of approximately 20 years as of December 31, 2017.
The Company's maximum exposure to loss is limited to its equity investment in DGPV Holdco 1, DGPV Holdco 2 and DGPV Holdco 3, which was $176 million on a combined basis.
NRG RPV Holdco 1 LLC — The Company and NRG are parties to the NRG RPV Holdco 1 LLC partnership, or RPV Holdco, the purpose of which is to hold operating portfolios of residential solar assets developed by NRG's residential solar business, including: (i) an existing, unlevered portfolio of over 2,200 leases across nine states representing approximately 14 MW, based on cash to be distributed, with a weighted average remaining lease term of approximately 15 years that was acquired outside of the partnership; and (ii) a tax equity-financed portfolio of approximately 5,400 leases representing approximately 30 MW, based on cash to be distributed, with a weighted average remaining lease term for the existing and new leases of approximately 18 years. The Company has fully funded the partnership as of December 31, 2017.
The Company's maximum exposure to loss is limited to its equity investment, which was $58 million as of December 31, 2017.
Note 6 — Fair Value of Financial Instruments
Fair Value Accounting under ASC 820
    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.
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    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.
For cash and cash equivalents, restricted cash, accounts receivable — affiliate, accounts receivable, accounts payable, current portion of accounts payable — affiliate, accrued expenses and other liabilities, the carrying amount approximates fair value because of the short-term maturity of those instruments and are classified as Level 1 within the fair value hierarchy.

    


The estimated carrying amounts and fair values of the Company’s recorded financial instruments not carried at fair market value are as follows:
As of December 31, 2020As of December 31, 2019
Carrying AmountFair ValueCarrying AmountFair Value
(In millions)
Liabilities:
Long-term debt, including current portion — affiliate$1 $1 $44 $43 
Long-term debt, including current portion — external (a)
$7,048 $7,020 $6,813 $6,913 
 As of December 31, 2017 As of December 31, 2016
 Carrying Amount Fair Value Carrying Amount Fair Value
 (In millions)
Assets:       
Notes receivable, including current portion$13
 $13
 $30
 $30
Liabilities:       
Long-term debt, including current portion — affiliate618
 618
 618
 608
Long-term debt, including current portion — external$5,281
 $5,297
 $5,516
 $5,500

Fair Value Accounting under ASC 820
ASC 820 establishes(a) Excludes net debt issuance costs, which are recorded as a fair value hierarchy that prioritizes the inputsreduction 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, basedlong-term debt on the lowest level input that is significant to the fair value measurement.Company's consolidated balance sheets.
The fair value of the Company's publicly-traded long-term debt is based on quoted market prices and is classified as Level 2 within the fair value hierarchy. The fair value of debt securities, non-publicly traded long-term debt, affiliate debt and certain notes receivable of the Company are based on expected future cash flows discounted at market interest rates, or current interest rates for similar instruments with equivalent credit quality and are classified as Level 3 within the fair value hierarchy. The following table presents the level within the fair value hierarchy for long-term debt, including current portion as of December 31, 20172020 and 2016:2019:
As of December 31, 2020As of December 31, 2019
Level 2Level 3Level 2Level 3
 (In millions)
Long-term debt, including current portion$1,906 $5,115 $1,735 $5,221 
 As of December 31, 2017 As of December 31, 2016
 Level 2 Level 3 Level 2 Level 3
 (In millions)
Long-term debt, including current portion$870
 $5,045
 $833
 $5,275
Recurring Fair Value Measurements
The Company records its derivative assets and liabilities at fair market value on its consolidated balance sheet. The following table presents assets and liabilities measured and recorded at fair value on the Company's consolidated balance sheets on a recurring basis and their level within the fair value hierarchy:
As of December 31, 2020As of December 31, 2020As of December 31, 2019As of December 31, 2019
Fair Value
Fair Value (a)
Fair Value (a)
Fair Value (a)
(In millions)Level 2Level 3Level 2Level 3
Derivative assets
Interest rate contracts$1 $0 $0 $0 
Other financial instruments (b)
0 29 0 0 
Total assets$1 $29 $0 $0 
Derivative liabilities
Commodity contracts$0 $44 $0 $9 
Interest rate contracts129 0 83 0 
Total liabilities$129 $44 $83 $9 
 As of December 31, 2017 As of December 31, 2016
  
Fair Value (a)
 
Fair Value (a)
 
Fair Value (a)
(In millions) Level 2 Level 1 Level 2
Derivative assets:      
Commodity contracts $1
 $1
 $1
Interest rate contracts 1
 —
 1
Total assets $2
 1
 2
Derivative liabilities:      
Commodity contracts $1
 —
 1
Interest rate contracts 47
 —
 78
Total liabilities $48
 $—
 $79

(a) There were no derivative assets classified as Level 1, or Level 3 and no liabilities classified as Level 1 as of December 31, 2017. There were2020 and no derivative assets classified as Level 1, Level 2 or Level 3 and no liabilities classified as Level 31 as of December 31, 20172019.
(b) SREC contract acquired on November 2, 2020.


The following table reconciles the beginning and 2016.ending balances for instruments that are recognized at fair value in the condensed consolidated financial statements using significant unobservable inputs:
124


Year ended December 31,
20202019
(In millions)Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
Beginning balance$(9)$0 
Total losses for the period included in earnings0 (3)
Purchases(6)(6)
Ending balance$(15)$(9)
Change in unrealized losses included in earnings for derivatives held as of December 31,$1 $(3)

Derivative and Financial Instruments Fair Value Measurements
The Company's contracts are non-exchange-traded and valued using prices provided by external sources. For the Company’s energy markets,contracts, management receives quotes from multiple sources.uses quoted observable forward prices. To the extent that multiple quotesobservable forward prices are received,not available, the quoted prices reflect the average of the bid-ask mid-pointforward prices obtained from all sources believedthe prior year, adjusted for inflation. As of December 31, 2020, contracts valued with prices provided by models and other valuation techniques make up 25% of derivative liabilities and 100% of other financial instruments.
    The Company’s significant positions classified as Level 3 include physical power 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 and as a basis to provideliquid 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 following table quantifies the most liquid market forsignificant unobservable inputs used in developing the commodity.fair value of the Company's Level 3 positions as of December 31, 2020:
December 31, 2020
Fair ValueInput/Range
AssetsLiabilitiesValuation TechniqueSignificant Unobservable InputLowHighWeighted Average
(In millions)
Power Contracts$— $(44)Discounted Cash FlowForward Market Price (per MWh)$8.64 $42.37 $17.93 
Other Financial Instruments$29 — Discounted Cash FlowForecast annual generation levels of certain DG solar facilities80,872 MWh131,374 MWh126,063 MWh


The following table provides sensitivity of fair value measurements to increases/(decreases) in significant unobservable inputs as of December 31, 2020:
Significant Observable InputPositionChange In InputImpact on Fair Value Measurement
    Forward Market Price PowerBuyIncrease/(Decrease)Higher/(Lower)
    Forward Market Price PowerSellIncrease/(Decrease)Lower/(Higher)
Forecast Generation LevelSellIncrease/(Decrease)Higher/(Lower)
125
The fair value of each contract is discounted using a risk freerisk-free interest rate. In addition, a credit reserve is applied to reflect credit risk, which is, for interest rate swaps, is calculated based on credit default swaps utilizingusing the bilateral method. For commodities, to the extent that NRG's net exposurethe Net Exposure under a specific master agreement is an asset, the Company uses the counterparty'scounterparty’s default swap rate. If the exposureNet Exposure under a specific master agreement is a liability, the Company uses NRG'sa 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 liabilities or that a market participant would be willing to pay for the assets. As of December 31, 2017,2020, the creditnon-performance reserve resultedwas a $6 million gain recorded primarily to interest expense in a $1 million increase in fair value in interest expense.the consolidated statement of operations. It is possible that future market prices could vary from those used in recording assets and liabilities and such variations could be material.
Concentration of Credit Risk
In addition to the credit risk discussion as disclosed inNote 2, Summary of Significant Accounting Policies, the following item is a discussion of the concentration of credit risk for the Company's financial instruments. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. The Company monitors and manages credit risk through credit policies that include: (i) an established credit approval process; (ii) daily monitoring of counterparties' credit limits;limits on as needed basis; (iii) as applicable, the use of credit mitigation measures such as margin, collateral, prepayment arrangements, or volumetric limits; (iv) the use of payment netting agreements; and (v) the use of master netting agreements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. The Company seeks to mitigate counterparty risk by having a diversified portfolio of counterparties.
Counterparty credit exposure includes credit risk exposure under certain long-term agreements, including solar and other PPAs. As external sources or observable market quotes are not available to estimate such exposure, the Company estimates the exposure related to these contracts based on various techniques including but not limited to internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. Based on these valuation techniques, as of December 31, 2017, credit risk exposure to these counterparties attributable to the Company's ownership interests was approximately $2.7 billion for the next five years. The majority of these power contracts are with utilities with strong credit quality and public utility commission or other regulatory support. However, such regulated utility counterparties can be impacted by changes in government regulations or adverse financial conditions, which the Company is unable to predict.
Note 7 — Accounting for Derivative Instruments and Hedging Activities
ASC 815 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 NPNS exception. The Company may elect to designate certain derivatives as cash flow hedges, if certain conditions are met, and defer the change in fair value of the derivatives to accumulated OCI/OCL, until the hedged transactions occur and are recognized in earnings. For derivatives that are not designated as cash flow hedges or do not qualify for hedge accounting treatment, the changes in the fair value will be immediately recognized in earnings. Certain derivative instruments may qualify for the NPNS exception and are therefore exempt from fair value accounting treatment. ASC 815 applies to the Company's energy related commodity contracts and interest rate swaps.
Interest Rate Swaps


Energy-Related Commodities
To manageThe Company enters into interest rate swap agreements in order to hedge the commodity price risk associated with its competitive supply activities and the price risk associated with wholesale power sales, the Company may enter into derivative hedging instruments, namely, forward contracts that commit the Company to sell energy commodities or purchase fuels/electricity in the future. The objectives for entering into derivatives contracts designated as hedges include fixing the price for a portionvariability of anticipatedexpected future electricity sales and fixing the price of a portion of anticipated fuel/electricity purchases for the operation of its subsidiaries.cash interest payments. As of December 31, 2017,2020, the Company had forward contracts forinterest rate derivative instruments on non-recourse debt extending through 2044, a portion of which were designated as cash flow hedges. Under the purchase of fuel commodities relatinginterest rate swap agreements, the Company pays a fixed rate and the counterparties to the forecasted usageagreements pay a variable interest rate.
126
Energy Related Commodities
As of December 31, 2020, the Company’s district energy centersCompany had energy-related derivative instruments extending through 2020 and electricity contracts to supply retail power to the Company's district energy centers extending through 2020.2032. At December 31, 2017,2020, these contracts were not designated as cash flow or fair value hedges.
Also, as of December 31, 2017, the Company had other energy-related contracts that did not meet the definition of a derivative instrument or qualified for the NPNS exception and were therefore exempt from fair value accounting treatment as follows:
Power tolling contracts through 2039, and
Natural gas transportation contracts through 2028.
Interest Rate Swaps
The Company is exposed to changes in interest rates through the issuance of variable rate debt. In order to manage interest rate risk, it enters into interest rate swap agreements.
As of December 31, 2017, the Company had interest rate derivative instruments on non-recourse debt extending through 2036, a portion of which are designated as cash flow hedges.
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, 20172020 and 2016:2019:
Total Volume
December 31, 2020December 31, 2019
CommodityUnits(In millions)
Natural GasMMBtu1 2 
PowerMWh(8)(2)
InterestDollars$1,600 $1,788 
127
   Total Volume
   December 31, 2017 December 31, 2016
CommodityUnits (In millions)
Natural GasMMBtu 2
 3
InterestDollars $1,940
 $2,090


Fair Value of Derivative Instruments
The following table summarizes the fair value within the derivative instrument valuation on the balance sheet:
 Fair Value
 
Derivative Assets (a)
Derivative Liabilities
December 31, 2020December 31, 2020December 31, 2019
(In millions)
Derivatives Designated as Cash Flow Hedges:   
Interest rate contracts current$0 $8 $3 
Interest rate contracts long-term0 15 11 
Total Derivatives Designated as Cash Flow Hedges$0 $23 $14 
Derivatives Not Designated as Cash Flow Hedges:   
Interest rate contracts current0 25 13 
Interest rate contracts long-term1 81 56 
Commodity contracts current0 5 0 
Commodity contracts long-term0 39 9 
Total Derivatives Not Designated as Cash Flow Hedges1 150 78 
Total Derivatives$1 $173 $92 
 Fair Value
 
Derivative Assets (a)
 Derivative Liabilities
 December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016
 (In millions)
Derivatives Designated as Cash Flow Hedges:       
Interest rate contracts current$—
 $—
 $4
 $26
Interest rate contracts long-term1
 1
 9
 39
Total Derivatives Designated as Cash Flow Hedges1
 1
 13
 65
Derivatives Not Designated as Cash Flow Hedges:       
Interest rate contracts current—
 —
 12
 6
Interest rate contracts long-term—
 —
 22
 7
Commodity contracts current1
 2
 1
 1
Total Derivatives Not Designated as Cash Flow Hedges1
 2
 35
 14
Total Derivatives$2
 $3
 $48
 $79

(a)Derivative Asset balances classified There were no derivative assets as current are included within the prepayments and other current assets line item of the Consolidated Balance Sheet. Derivative Asset balances classified as long-term are included within the other non-current assets line item of the Consolidated Balance Sheet.December 31, 2019.
The Company has elected to present derivative assets and liabilities on the balance sheet on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level. As of December 31, 20172020 and 2016,2019, there was no outstanding collateral paid or received. The following tables summarize the offsetting of derivatives by counterparty master agreement level:

Gross Amounts Not Offset in the Statement of Financial PositionGross Amounts Not Offset in the Statement of Financial Position
As of December 31, 2017Gross Amounts of Recognized Assets/Liabilities Derivative Instruments Net Amount
Commodity contracts:(In millions)
Derivative assets$1
 $—
 $1
As of December 31, 2020As of December 31, 2020Gross Amounts of Recognized Assets/LiabilitiesDerivative InstrumentsNet Amount
Commodity contractsCommodity contracts(In millions)
Derivative liabilities(1) —
 (1)Derivative liabilities(44)0 (44)
Total commodity contracts—
 —
 —
Total commodity contracts(44)0 (44)
Interest rate contracts:     
Interest rate contractsInterest rate contracts
Derivative assets1
 (1) —
Derivative assets$1 $0 $1 
Derivative liabilities(47) 1
 (46)Derivative liabilities(129)0 (129)
Total interest rate contracts(46) —
 (46)Total interest rate contracts(128)0 (128)
Total derivative instruments$(46) $—
 $(46)Total derivative instruments$(172)$0 $(172)
Gross Amounts Not Offset in the Statement of Financial Position
As of December 31, 2019As of December 31, 2019Gross Amounts of Recognized Assets/LiabilitiesDerivative InstrumentsNet Amount
Commodity contractsCommodity contracts(In millions)
Gross Amounts Not Offset in the Statement of Financial Position
As of December 31, 2016Gross Amounts of Recognized Assets/Liabilities Derivative Instruments Net Amount
Commodity contracts:(In millions)
Derivative assets$2
 $—
 $2
Derivative liabilities(1) —
 (1)Derivative liabilities(9)(1)(10)
Total commodity contracts1
 —
 1
Total commodity contracts(9)(1)(10)
Interest rate contracts:     
Derivative assets1
 (1) —
Interest rate contractsInterest rate contracts
Derivative liabilities(78) 1
 (77)Derivative liabilities(83)1 (82)
Total interest rate contracts(77) —
 (77)Total interest rate contracts(83)1 (82)
Total derivative instruments$(76) $—
 $(76)Total derivative instruments$(92)$0 $(92)

128

Accumulated Other Comprehensive Loss
The following table summarizes the effects on the Company’s accumulated OCL balance attributable to interest rate swaps designated as cash flow hedge derivatives:
Year ended December 31,Year ended December 31,
2017 2016 2015202020192018
(In millions)(In millions)
Accumulated OCL beginning balance$(86) $(99) $(82)Accumulated OCL beginning balance$(37)$(45)$(69)
Reclassified from accumulated OCL to income due to realization of previously deferred amounts17
 17
 17
Reclassified from accumulated OCL to income due to realization of previously deferred amounts11 22 15 
Mark-to-market of cash flow hedge accounting contracts—
 (4) (34)Mark-to-market of cash flow hedge accounting contracts(9)(14)9 
Accumulated OCL ending balance(69) (86) (99)Accumulated OCL ending balance$(35)$(37)$(45)
Accumulated OCL attributable to noncontrolling interests(1) (1) (1)Accumulated OCL attributable to noncontrolling interests(2)0 (1)
Accumulated OCL attributable to NRG Yield LLC$(68) $(85) $(98)
Accumulated OCL attributable to Clearway Energy LLCAccumulated OCL attributable to Clearway Energy LLC$(33)$(37)$(44)
Losses expected to be realized from OCL during the next 12 months$15
    Losses expected to be realized from OCL during the next 12 months$(13)00
Amounts reclassified from accumulated OCL into income are recorded to interest expense.
Accounting guidelines require a high degree of correlation between the derivative and the hedged item throughout the period in order to qualify as a cash flow hedge. As of December 31, 2016, the Company's regression analysis for Viento Funding II interest rate swaps, while positively correlated, did not meet the required threshold for cash flow hedge accounting. As a result, the Company de-designated the Viento Funding II cash flow hedges as of December 31, 2016, and will prospectively mark these derivatives to market through the income statement.
The Company's regression analysis for Marsh Landing, Walnut Creek and Avra Valley interest rate swaps, while positively correlated, no longer contain matching terms for cash flow hedge accounting. As a result, the Company voluntarily de-designated the Marsh Landing, Walnut Creek and Avra Valley cash flow hedges as of April 28, 2017, and will prospectively mark these derivatives to market through the income statement.
Impact of Derivative Instruments on the Statements of Income
The Company has interest rate derivative instruments that are not designated as cash flow hedges. The effect of interest rate hedges is recorded to interest expense. For the years ended December 31, 2017, 20162020, 2019 and 20152018 the impact to the consolidated statements of income was a gain of $7 million, loss of $2$38 million, a loss of $65 million and a gain of $17$15 million, respectively.
The Company has long-term power hedge derivatives, for which changes in fair value are recorded in operating income. For the years ended December 31, 2020 and 2019 the impact to the consolidated statements of income was a loss of $4 million and a loss of $9 million, respectively. There were no long-term power hedge derivatives outstanding during 2018.
A portion of the Company’s derivative commodity contracts relates to its Thermal Business for the purchase of fuel/electricity commodities based on the forecasted usage of the thermal district energy centers. Realized gains and losses on these contracts are reflected in the costs that are permitted to be billed to customers through the related customer contracts or tariffs and, accordingly, no gains or losses are reflected in the consolidated statements of incomeoperations for these contracts.
In 2015, commodity contracts also hedged the forecasted sale of power for the Elbow Creek until the start of the PPA with NRG Power Marketing LLC, or Power Marketing, with effective date of November 1, 2015. The effect of these commodity hedges was recorded to operating revenues. For the year ended December 31, 2015, the impact to the consolidated statements of income was an unrealized loss of $2 million.
See Note 6, Fair Value of Financial Instruments, for a discussion regarding concentration of credit risk.

Note 8 — Intangible Assets
Intangible Assets — The Company's intangible assets as of December 31, 20172020 and 20162019 primarily reflect intangible assets established from its business acquisitions and are comprised of the following:
•PPAs — Established predominantly with the acquisitions of the Alta Wind Portfolio, Walnut Creek, Tapestry, and Laredo Ridge theseand Carlsbad Energy Center. These represent the fair value of the PPAs acquired. These are amortized generally on a straight-line basis, over the term of the PPA.
•Leasehold Rights —Established with the acquisition of the Alta Wind Portfolio, this represents the fair value of contractual rights to receive royalty payments equal to a percentage of PPA revenue from certain projects. These are amortized as a reduction to operating revenue on a straight-line basis.
basis over the term of the PPAs.
•Customer relationships — Established with the acquisition of NRGEnergy Center Omaha and Energy Center Phoenix, and NRG Energy Center


Omaha, these intangibles represent the fair value at the acquisition date of the businesses' customer base. The customer relationships related to Energy Center Omaha are amortized as a reduction to depreciation and amortization expense based onoperating revenue, which approximates the expected discounted future net cash flows by year.
•Customer contracts — Established with the acquisition of NRG Energy Center Phoenix,these intangibles represent the fair value at the acquisition date of contracts that primarily provide chilled water, steam and electricity to its customers. These contracts are amortized to revenues based on expected volumes.
•
Emission Allowances — These intangibles primarily consist of SO2 and NOx
•Emission Allowances —These intangibles primarily consist of SO2 and NOx emission allowances established with the El Segundo, and Walnut Creek and Carlsbad Energy Center acquisitions. These emission allowances are held-for-use and are amortized to cost of operations, with NOx allowances amortized on a straight-line basis and SO2 allowances amortized based on units of production.
Development rights — Arising primarily from the acquisition of solar businesses in 2010 and 2011, these intangibles are amortized to depreciation and amortization expensecost of operations, with NOx allowances amortized on a straight-line basis over the estimated lifeand SO2 allowances amortized based on units of the related project portfolio.production.
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•Other — Consists primarily of a) the acquisition date fair value of the contractual rights to a ground lease for South Trent and to utilize certain interconnection facilities for Blythe, as well as land rights acquired in connection with the acquisition of Elbow Creek.
Creek and Langford Wind and b) development rights related to certain solar businesses acquired in 2010 and 2011.
The following tables summarize the components of intangible assets subject to amortization:
Year ended December 31, 2020PPAsLeasehold RightsCustomer
Relationships		Customer ContractsEmission AllowancesOtherTotal
(In millions)
January 1, 2020$1,630 $86 $66 $15 $17 $8 $1,822 
Consolidation of DGPV Holdco Entities23 0 0 0 0 0 23 
Other8 0 0 0 0 4 12 
December 31, 2020$1,661 $86 $66 $15 $17 $12 $1,857 
Less accumulated amortization(431)(26)(11)(11)(3)(5)(487)
Net carrying amount$1,230 $60 $55 $4 $14 $7 $1,370 
Year ended December 31, 2017PPAs Leasehold Rights Customer
Relationships		 Customer Contracts Emission Allowances Development
Rights		 Other Total
(In millions)   
January 1, 2017$1,286
 $86
 $66
 $15
 $9
 $3
 $6
 $1,471
Asset impairments (a)
(6) —
 —
 —
 —
 —
 —
 (6)
December 31, 20171,280
 86
 66
 15
 9
 3
 6
 1,465
Less accumulated amortization(205) (13) (5) (8) (3) (1) (2) (237)
Net carrying amount$1,075
 $73
 $61
 $7
 $6
 $2
 $4
 $1,228

Year ended December 31, 2019PPAsLeasehold RightsCustomer RelationshipsCustomer ContractsEmission
Allowances		OtherTotal
(In millions)
January 1, 2019$1,280 $86 $66 $15 $9 $8 $1,464 
Acquisition of Carlsbad350 0 0 0 8 0 358 
December 31, 2019$1,630 $86 $66 $15 $17 $8 $1,822 
Less accumulated amortization(347)(22)(9)(10)(2)(4)(394)
Net carrying amount$1,283 $64 $57 $5 $15 $4 $1,428 

(a)$6 million of asset impairments relate to one of the November 2017 Drop Down Assets that was recorded by NRG during the quarter ended September 30, 2017, as further described in Note 9, Asset Impairments.
Year ended December 31, 2016PPAs Leasehold Rights Customer
Relationships		 Customer Contracts Emission Allowances Development
Rights		 Other Total
(In millions) 
January 1, 2016$1,286
 $86
 $66
 $15
 $15
 $3
 $6
 $1,477
Other—
 —
 —
 —
 (6) —
 —
 (6)
December 31, 20161,286
 86
 66
 15
 9
 3
 6
 1,471
Less accumulated amortization(143) (9) (4) (7) (2) (1) (2) (168)
Net carrying amount$1,143
 $77
 $62
 $8
 $7
 $2
 $4
 $1,303
The Company recorded amortization expense of $71 million during each of years ended December 31, 2017 and 2016, and $56$91 million during the year ended December 31, 2015. Of these amounts, $70 million for each of the years ended December 31, 2017 and 2016, and $552020, $73 million for the year ended December 31, 2015,2019 and $71 million for the year ended December 31, 2018. Of these amounts, $88 million for the year ended December 31, 2020 and $72 million for the year ended December 31, 2019 and $70 million for the year ended December 31, 2018, were recorded to contract amortization expense and reduced operating revenues in the consolidated statements of operations. The Company estimates the future amortization expense for its intangibles to be $71 million for the next five years through 2022.as follows:
Out-of-market contracts
(In millions)
2021$91 
202291 
202388 
202485 
2025$84 

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Note 9 — Asset Impairments
2020 Impairment Losses
During the fourth quarter of 2020 in the preparation and review of its annual budget, the Company updated its long-term estimates of operating and capital expenditures and revised its assessment of long-term merchant power prices which was primarily informed by present conditions and does not contemplate future policy changes, which could impact renewable energy power prices. As a result, the Company updated its estimated future cash flows and determined that the future cash flows for several wind projects within the Renewables segment no longer supported the recoverability of the related long-lived asset. As such, the Company recorded an impairment loss of $24 million, which primarily relates to property, plant, and equipment to reflect the assets at fair market value. The out-of-market contract liability represents the out-of-marketfair value of the PPAs forfacilities were determined using an income approach by applying a discounted cash flow methodology to the Blythe solar project and Spring Canyon wind projects and the out-of-market value of the land lease for Alta Wind XI, LLC, as of their respective acquisition dates. The Blythe solar project's liability of $7 million was recorded to other non-current liabilities on the consolidated balance sheet and is amortized to revenue in the consolidated statements of income on a units-of-production basis over the twenty-year term of the agreement. Spring Canyon's liability of $3 million was recorded to other non-current liabilities and is amortized to revenue on a straight-line basis over the twenty-five year term of the agreement. The Alta Wind XI, LLC's liability of $5 million was recorded to other non-current liabilities and is amortized as a reduction to cost of operations on a straight-line basis over the thirty-four year term of the land lease. At December 31, 2017, accumulated amortization of out-of-market contracts was $4 million and amortization expense was $1 millionlong-term budgets for each respective plant. The income approach included key inputs such as forecasted merchant power prices, operations and maintenance expense, and discount rates. The resulting fair value is a Level 3 fair value measurement.
Additionally, during the fourth quarter of the years ended December 31, 2017 and 2016.



Note 9 — Asset Impairments
During the quarter ended December 31, 2017,2020, as the Company updated its estimated cash flows in connection with the preparation and review of the Company's annual budget, the Company determined that there was a significant decrease in the estimated future cash flows for Elbow Creek,its equity method investment in San Juan Mesa, a facility in the Renewables segment located in Texas, andElida, New Mexico. The decrease in the Forward project, locatedforecasted cash flows which is primarily driven by a decline in Pennsylvania, were below the carryingforecasted revenue in future merchant periods, is significant enough to be considered an indication of a decline in value of the investment that is not temporary. The Company concluded there was an other-than-temporary impairment of its investment and recorded an impairment loss of $8 million to reflect the investment at fair market value. The resulting fair value is a Level 3 fair value measurement.

2019 Impairment Losses
    The Company recorded an impairment loss of $19 million related assets, primarily drivento a facility in the Thermal segment during the second quarter of 2019. The impairment was triggered by continued declining merchant power pricesa potential sale negotiation with a third party which resulted in post-contract periods,signing the purchase and that the assets were considered impaired.sale agreement in September, as further described in Note 3, Acquisitions and Dispositions. The fair value of the facilitiesfacility was determined using an income approach by applying a discounted cash flow methodology to the long-term budgets for each respective plant. The income approach utilized estimates of discounted future cash flows, which were Level 3 fair value measurement and include key inputs, such as forecasted power prices, operations and maintenance expense, and discount rates. The Company measured the impairment loss as the difference between the carrying amount and the fair value of the assets and recorded impairment losses of $26 million and $5 million for Elbow Creek and Forward, respectively.assets.
Additionally, during the quarter ended September 30, 2017, in connection with the preparation of the model for sale of the November 2017 Drop Down Assets, it was identified that undiscounted cash flows were lower than the book value of certain SPP funds and NRG recorded an impairment expense of $13 million, $8 million of which relates to property, plant, and equipment and $5 million to PPAs, as described in Note 8, Intangible Assets. In accordance with the guidance for transfer of assets under common control, the impairment is reflected in the Company's consolidated statements of operations for the period ended December 31, 2017.
During the fourth quarter of 2016,2019, as a result of the preparation and review of its annual budget and assessment of long-term merchant power prices, the Company updated its estimated future cash flows in connection with the preparation and review of the Company's annual budget, the Company determined that the future cash flows for several wind projects within the Elbow Creek and Goat Wind projects andRenewables segment no longer supported the Forward project were below the carrying valuerecoverability of the related assets, primarily driven by declining merchant power prices in post-contract periods, and thatlong-lived asset. As such, the Company recorded an impairment loss of $14 million to reflect the assets were considered impaired. These projects were acquired in connection with the acquisition of the November 2015 Drop Down Assets and were recorded as part of the Renewables segment of the Company. The projects were recorded at historical cost at acquisition date as they were related to interests under common control by NRG.fair market value. The fair value of the facilities was determined using an income approach by applying a discounted cash flow methodology to the long-term budgets for each respective plant. The income approach utilized estimates of discounted future cash flows, which were Level 3 fair value measurement and includeincluded key inputs such as forecasted merchant power prices, operations and maintenance expense, and discount rates. The Company measured the impairment loss as the difference between the carrying amount and theresulting fair value of the assets and recorded impairment losses of $117 million, $60 million and $6 million for Elbow Creek, Goat Wind, and Forward, respectively.is a Level 3 fair value measurement.
Other Impairments — During the fourth quarters of 2016 and 2015, NRG recorded impairment losses of approximately $2 million and $1 million, respectively, related to the projects that were part of the November 2017 Drop Down Assets. Since the acquisition by the Company of the November 2017 Drop Down Assets related to transfer of assets under common control, these impairments were reflected in the Company's consolidated statements of operations for the periods ending December 31, 2016 and 2015.


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Note 10 — Long-term Debt
The Company's borrowings, including short term and long term portions consisted of the following:
December 31, 2020December 31, 2019
Interest rate % (a)
Letters of Credit Outstanding at December 31, 2020
(In millions, except rates)
Long-term debt - affiliate, due 20200 44 3.325 
Intercompany Note with Clearway Energy, Inc.1 0 1.490 
2024 Senior Notes0 88 5.375 
2025 Senior Notes600 600 5.750 
2026 Senior Notes350 350 5.000 
2028 Senior Notes850 600 4.750 
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2023 (b)
0 0 L+1.50$66 
Project-level debt:
Alpine, due 2022(e)
0 119 L+2.000 
Alta Wind I-V lease financing arrangements, due 2034 and 2035800 844 5.696 - 7.01544 
Alta Wind Asset Management LLC, due 203114 15 L+2.50— 
Alta Wind Realty Investments LLC, due 203125 27 7.0000 
 Borrego, due 2024 and 203857 60 Various4 
Buckthorn Solar, due 2025126 129 L+1.75022 
Carlsbad Holdco, due 2038210 216 4.210 4 
Carlsbad Energy Holdings LLC, due 2027156 175 L+1.62563 
Carlsbad Energy Holdings LLC, due 2038407 407 4.1200 
CVSR, due 2037675 696 2.339 - 3.7750 
CVSR Holdco Notes, due 2037176 182 4.680 13 
DG-CS Master Borrower LLC, due 2040467 0 3.510 30 
Duquesne, due 205995 95 4.620 0 
El Segundo Energy Center, due 2023250 303 L+1.875 - L+2.500138 
Energy Center Minneapolis Series D, E, F, G, H Notes, due 2025-2037327 328 various0 
Laredo Ridge, due 202878 84 L+2.12510 
Kawailoa Solar Portfolio LLC, due 202681 82 L+1.37514 
Marsh Landing, due 2023146 206 L+2.12527 
NIMH Solar, due 2024191 0 L+2.0011 
Oahu Solar Holdings LLC, due 202689 91 L+1.37510 
Repowering Partnership Holdco LLC, due 20200 228 L+0.850 
Rosie Class B LLC, due 202780 0 L+1.7519 
Tapestry, due 2031143 156 L+1.37517 
Utah Solar Holdings, due 2036290 0 3.590 11 
Utah Solar Portfolio, due 20220 254 L+1.6250 
Walnut Creek, due 2023126 175 L+1.7573 
WCEP Holdings, LLC, due 202335 39 L+3.000 
Other(c)
199 264 various50 
Subtotal project-level debt5,243 5,175 
Total debt7,044 6,857 
Less current maturities(385)(1,824)
Less net debt issuance costs(79)(77)
Add premiums (d)
5 0 
Total long-term debt$6,585 $4,956 
  December 31, 2017 December 31, 2016 
Interest rate % (a)
 Letters of Credit Outstanding at December 31, 2017
  (In millions, except rates)  
2026 Senior Notes $350
 $350
 5.000  
2024 Senior Notes 500
 500
 5.375  
Long-term debt - affiliate, due 2020 281
 281
 3.325  
Long-term debt - affiliate, due 2019 337
 337
 3.580  
NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility, due 2019 (b)
 55
 —
 L+2.500 74
Project-level debt:        
Agua Caliente Borrower 2, due 2038 41
 —
 5.430 17
Alpine, due 2022 135
 145
 L+1.750 16
Alta Wind I - V lease financing arrangements, due 2034 and 2035 926
 965
 5.696 - 7.015 119
CVSR, due 2037 746
 771
 2.339 - 3.775 —
CVSR Holdco Notes, due 2037 194
 199
 4.680 13
El Segundo Energy Center, due 2023 400
 443
 L+1.75 - L+2.375 102
Energy Center Minneapolis, due 2025 83
 96
 5.950 —
Energy Center Minneapolis Series D Notes, due 2031 125
 125
 3.550 —
Laredo Ridge, due 2028 95
 100
 L+1.875 10
Marsh Landing, due 2023 318
 370
 L+1.875 22
Tapestry, due 2021 162
 172
 L+1.625 20
Utah Solar Portfolio, due 2022 278
 287
 various 13
Viento, due 2023 163
 178
 L+3.00 27
Walnut Creek, due 2023 267
 310
 L+1.625 41
Other 443
 505
 various 38
Subtotal project-level debt 4,376
 4,666
    
Total debt 5,899
 6,134
    
Less current maturities (306) (323)    
Less net debt issuance costs (54) (65)    
Total long-term debt $5,539
 $5,746
    

(a) As of December 31, 2017,2020, L+ equals 3 month LIBOR plus x%, except for Viento,Rosie Class B, due 2023,2027 where L +L+ equals 61 month LIBOR plus 3.00%.x%
(b) Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement.agreement
(c) December 31, 2019 includes Blythe and Roadrunner debt outstanding of $14 million and $28 million, respectively which were transferred to NIMH in the third quarter of 2020, as described below
(d) Premiums relate to the 2028 Senior Notes
132

The financing arrangements listed above contain certain covenants, including financial covenants that the Company is required to be in compliance with during the term of the respective arrangement. As of December 31, 2017,2020, the Company was in compliance with all of the required principal, interest, sinking fund and redemption covenants.
NRG Yield    Clearway Energy LLC and Clearway Energy Operating LLC 2026Revolving Credit Facility
On December 20, 2019, the Company entered into the Fifth Amendment to Amended and Restated Credit Agreement to provide for an increase of 0.50x to the borrower leverage ratio, as defined in the Amended and Restated Credit Agreement, for the last two fiscal quarters of 2020 and to implement certain other technical modifications.
    As of December 31, 2020, the Company had 0 outstanding borrowings under the revolving credit facility and $66 million in letters of credit outstanding. During the year ended December 31, 2020, the Company borrowed $265 million under the revolving credit facility, and subsequently repaid $265 million utilizing the proceeds from the issuance of additional 2028 Senior Notes, as described below, and cash on hand.The Company had $195 million outstanding under the revolving credit facility and a total of $70 million in letters of credit outstanding as of February 26, 2021.
    2028 Senior Notes
On August 18, 2016, Yield Operating LLC issued $350May 21, 2020, the Company completed the issuance of an additional $250 million in aggregate principal amount of senior unsecured notes, or the 2026its 4.750% Senior Notes.Notes due 2028. The 20262028 Senior Notes bear interest at 5.00%4.75% and mature on SeptemberMarch 15, 2026.2028. Interest on the notes2028 Senior Notes is payable semi-annually on March 15 and September 15 of each year.year, and interest payments will commence on September 15, 2020. The 20262028 Senior Notes are senior unsecured obligations of YieldClearway Energy Operating, LLC and are guaranteed by the Company,Clearway Energy, LLC and by certain of YieldClearway Energy Operating LLC'sLLC’s wholly owned current and future subsidiaries. A portionThe notes were issued at a price of the102% of par plus accrued interest from December 11, 2019. The net proceeds of the 2026 Senior Notes were usedutilized to repay the $45 million outstanding principal amount of the Company's 2020 Convertible Notes on June 1, 2020, as well as to repay amounts outstanding under the Company’s revolving credit facility during 2016, as described below.


Yield, Inc. 2020 Convertible Senior Notes and Related Intercompany Notefor general corporate purposes.
On June 29, 2015, Yield, Inc. closed on its offeringDecember 11, 2019, the Company completed the sale of $288$600 million aggregate principal amount of 3.25% Convertiblethe Senior Notes due 2028. The proceeds from the 2028 Senior Notes were partially used to repay the 2024 Senior Notes, as further described below.
2024 Senior Notes Redemption
On January 3, 2020, or the 2020 Convertible Notes. The 2020 Convertible Notes are convertible, under certain circumstances, into Yield, Inc.'s Class C common stock, cash or a combination thereof at an initial conversion price of $27.50 per Class C common share, which is equivalent to a conversion rate of approximately 36.3636 shares of Class C common stock per $1,000Company redeemed the $88 million aggregate principal amount of 2020 Convertible Notes.the 2024 Senior Notes that remained outstanding following the Company's tender offer for the 2024 Senior Notes in December 2019. The redemption was effectuated at a premium of 102.7%for a total consideration of $90 million and as a result, the Company and Yield Operating LLC providedrecorded a guarantee to Yield, Inc. with respectloss on debt extinguishment in the amount of $3 million, which also included the write off of previously deferred financing fees related to the 2024 Senior Notes.
Intercompany Note with Clearway Energy, Inc.
On February 18, 2020, Convertible Notes. In addition, Yield Operating LLC and Yield, Inc.the Company entered into an intercompany borrowing arrangement, under which Yield Operating LLC received $281 milliondemand promissory note with Clearway Energy, Inc. in the principal amount of the proceeds of the 2020 Convertible Notes.$3 million. The intercompany noteunpaid principal amount bears interest at a rate of 3.325% and matures in 2020.
Yield, Inc. 2019 Convertible Senior Notes and Related Intercompany Note
Duringequal to the first quarter of 2014, Yield, Inc. closed on its offering of $345 million aggregate principal amount of 3.50% Convertible Senior Notes due 2019, or the 2019 Convertible Notes. The 2019 Convertible Notes were convertible, under certain circumstances, into Yield, Inc.’s Class A common stock, cash or a combination thereof at an initial conversion price of $46.55 per Class A common share,short-term applicable federal rate, which is equivalentpayable on the last day of each quarter, or at other times as agreed upon by the Company and Clearway Energy, Inc
Project level Debt
PG&E Bankruptcy
    On July 1, 2020, PG&E emerged from bankruptcy and assumed the Company's contracts without modification. In addition, PG&E paid to the Company's applicable projects the portion of the invoices corresponding to the electricity delivered between January 1 and January 28, 2019. These invoices related to the pre-petition period services and any payment therefore required the approval of the Bankruptcy Court. Subsequent to PG&E's emergence from bankruptcy, the Company entered into waiver agreements with the lenders to the respective financing agreements related to the PG&E Bankruptcy.
Rosamond Central (Rosie Class B LLC)
On December 21, 2020 as part of the acquisition of Rosie TargetCo LLC, as further descried in Note 3, Acquisitions and Dispositions, the Company assumed the Amended and Restated Financing Agreement, which provided for a construction loan of up to $91 million, a cash equity bridge loan of up to $24 million and an investment tax credit loan of up to $132 million.
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On December 31, 2020, Rosie Class B, LLC converted the construction loan to a conversion rate$80 million term loan and repaid the investment tax credit loan of approximately 42.9644 shares of Class A common stock per $1,000 principal amount of 2019 Convertible Notes in accordance with the terms of the related indenture.$130 million, utilizing tax equity funding. The Company and Yield Operating LLC provided a guarantee to Yield, Inc. with respect to the 2019 Convertible Notes. In addition, Yield Operating and Yield, Inc. entered into an intercompany borrowing arrangement, under which Yield Operating borrowed $337 million of the proceeds of the 2019 Convertible Notes. The intercompany noteterm loan bears annual interest at a rate of 3.580% and matures in 2019.
NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility
The Company borrowed $55 million fromLIBOR plus an applicable margin, which is 1.75% per annum through the revolving credit facility during the year ended December 31, 2017 for general corporate needs as well as to fund dividend payments.
The Company used its proceeds of $97.5 million from the CVSR Holdco Financing Arrangement, a portion of its proceeds from the issuancethird anniversary of the 2026 Senior Notes, as well as its cash on hand to repayterm conversion, and 2.00% per annum thereafter through the outstanding borrowings under the revolving credit facility during the year ended December 31, 2016.
On February 6, 2018, NRG Yield Operating LLC and NRG Yield LLC amended the revolving credit facility to modify the "change of control" provisions to permit the consummation of the NRG Transaction, and also to permit NRG Yield Operating LLC, NRG Yield LLC and certain subsidiaries to incur up to $1.5 billion of unsecured indebtedness in order to repurchase or make other required cash payments, in each case if applicable, with respect to NRG Yield Operating LLC’s outstanding senior notes and NRG Yield's outstanding convertible notes in connection with the NRG Transaction.
Project - level Debt
November 2017 Drop Down Assets Debt
As part of the November 2017 Drop Down acquisition, the Company assumed non-recourse debt of $26 million relating to certain SPP funds. The assumed debt consisted of the following: a) a term loan under a credit agreement with a bank, with a maturity date of December 31, 20382027. In addition, Rosie Class B LLC is party to several letter of credit facility agreements, not to exceed $23 million. As of December 31, 2020, a total of $19 million in letters of credit were outstanding.
Repowering Partnership Holdco LLC, due 2020
On June 14, 2019, as part of the Repowering Partnership, the Company entered into a financing agreement for non-recourse debt for a total commitment amount of $352 million related to the construction for the repowering activities at Wildorado and Elbow Creek. The debt consisted of a construction loan at an interest rate of 4.69%LIBOR plus 0.85%.  The Company borrowings were utilized to repay $109 million of the outstanding balance, including accrued interest, under the Viento financing agreement, to reimburse Clearway Renew LLC for previous contributions into the Repowering Partnership and pay construction invoices.   On November 26, 2019, the construction loan of $93 million related to the repowering activities at Elbow Creek was repaid with the proceeds from the tax equity investor.  On February 7, 2020 the construction loan of $260 million related to the repowering activities at Wildorado was repaid with the proceeds from the tax equity investor.
Consolidation of DGPV Holdco 3
Upon consolidation of DGPV Holdco 3, as described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, the Company consolidates additional non-recourse debt for certain subsidiaries as further described below.
Renew CS4 Borrower LLC, or CS4 Borrower, a consolidated subsidiary of DGPV Holdco 3, is party to a credit agreement for construction loans up to $97 million, an investment tax credit bridge loan, or ITC bridge loan, for up to $90 million and letter of credit facilities up to $5 million. The construction loan and the ITC bridge loan both have an interest rate of LIBOR plus an applicable margin of 2.00% per annum. As of June 30, 2020, all construction loans were converted to term loans and the ITC bridge loans were repaid in connection with tax equity funding. The term loan was repaid on November 2, 2020 with the proceeds of the term loan issued by DG-CS Master Borrower LLC, as described below.

Chestnut Borrower LLC, a consolidated subsidiary of DGPV Holdco 3, is party to a credit agreement for term loans of up to $120 million and letters of credit of up to $8 million. The loans were repaid on November 2, 2020 with the proceeds of the term loan issued by DG-CS Master Borrower LLC, as described below

DG-CS Master Borrower LLC
On November 2, 2020, DG-CS Master Borrower LLC, a wholly owned subsidiary of Clearway Energy Operating LLC, entered into a financing arrangement, which included the issuance of a $467 million term loan, as well as $30 million in letters of credit in support of debt service. The term loan bears interest at 3.51% and mature on September 30, 2040. The proceeds from the loan were utilized to repay existing project-level debt outstanding for Chestnut Borrower LLC, Renew Solar CS 4 Borrower LLC, DGPV 4 Borrower LLC and Puma Class B LLC of $107 million, $102 million, $92 million and $73 million, respectively and unwind related interest rate swaps in the amount of $42 million. The remaining proceeds were utilized to pay related fees and expenses and in part to acquire the Class B membership interests in the DGPV Holdco Entities and an SREC contract from CEG as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. Concurrent with the refinancing, the projects were transferred under DG-CS Master Borrower LLC and the obligations under the financing arrangement are supported by the Company's interest in the projects.
Utah Solar Holdings, LLC
On September 1, 2020, Utah Solar Holdings, LLC, or Utah Solar, entered into a financing arrangement, which included the issuance of approximately $296 million in senior secured notes supported by the Company’s interest in the Utah projects (Four Brothers, Granite Mountain and Iron Springs, previously defined as the Utah Solar Portfolio), as well as $16 million in letters of credit in support of debt service obligations. The notes bear interest at 3.59% per annum and mature on December 31, 2036. The proceeds from the issuance were utilized to repay existing debt outstanding of approximately $247 million for the Utah projects and to unwind the related interest rate swaps in the amount of $33 million. The remaining proceeds were utilized to pay related fees and expenses, with the remaining $9 million distributed to Clearway Energy Operating LLC.
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NIMH Solar LLC
On September 30, 2020, the Alpine, Blythe and Roadrunner projects were transferred under NIMH Solar LLC, a wholly owned subsidiary of Clearway Energy Operating LLC. Concurrently, total project-level debt outstanding for Alpine, Blythe and Roadrunner of $158 million was assigned to NIMH Solar LLC. The consolidated facility was amended to a term loan for$193 million, as well as $16 million in letters of credit in support of debt service and project obligations. The term loan bears annual interest rate of LIBOR, plus an applicable margin, which is 2.00% per annum through the third anniversary of closing, and 2.125% per annum thereafter through the maturity date in September 2024. As a result of the amendment the Company received $35 million which was utilized to pay related fees and expenses and along with existing project level cash provided a distribution to Clearway Energy Operating LLC of $45 million. The obligations under the financing arrangement are supported by the Company’s interests in the projects.

Carlsbad Drop Down Asset Debt
On December 6, 2019, as part of the Carlsbad Drop Down acquisition, as further described in Note 3, Acquisitions and Dispositions, the Company assumed $803 million of senior secured, non-recourse notes related to Carlsbad Holdco LLC and Carlsbad Energy Holding LLC. The Carlsbad Holdco LLC notes bear an interest rate of 4.21%, and are fully amortizing over 19 years. In addition, Carlsbad Holdco LLC is party to a letter of credit facility agreement with the issuing banks for an aggregate principal amount not to exceed $10 million. Fees on the unused commitment are 0.65%.
    Carlsbad Energy Holdings LLC is party to a note payable agreement with financial institutions for the issuance of up to $407 million of senior secured notes that bear interest at a rate of 4.12%, and mature on October 31, 2038. Carlsbad Energy Holdings LLC is also party to a term loan agreement with issuing banks for an aggregate principal amount of $194 million at an issuance rate of LIBOR plus an applicable margin of 1.625% until February 25, 2022, 1.750% until February 25, 2025, and 1.875% until maturity. Fees on the unused commitment are 0.50%. upon completion of the project. The agreement also includes a letter of credit supporting debt service requirementsfacility with an aggregate principal amount not to exceed $83 million, and a letter of credit in support of the PPA; b) and financing obligation in connectionworking capital loan facility with a sale-leaseback transaction with a bank for a period through March 31, 2032. The company will accrete the financing obligation over the lease term based on the lease's implicit interest rate of 8%.an aggregate principal amount not to exceed $4 million.
Agua Caliente Borrower 2 due 2038Debt Repayment 
On February 17, 2017,October 21, 2019, the Company, through Agua Caliente Borrower 1 2 LLC, an indirect subsidiary of NRG, and Agua Caliente Borrower 2 LLC, issued $130repaid $40 million of senior securedthe outstanding notes under the Agua Caliente Borrower 1 LLCbalance, including accrued interest and Agua Caliente Borrower 2 LLC financing agreement, or Agua Caliente Holdco Financing Agreement, that bear interest at 5.43% and mature on December 31, 2038. As described in Note 3, Business Acquisitions, on March 27, 2017, the Company acquired Agua Caliente Borrower 2 LLC from NRG as part of the March 2017 Drop Down Assets acquisition and assumed NRG's portion of senior secured notespremiums, issued under the Agua Caliente Holdco Financing Agreement.  Agua Caliente Borrower 2 LLC holds $41 million of the Agua Caliente Holdco debtThe repayment was funded with Company's existing liquidity.
Duquesne University
    OnMay 1, 2019, as of December 31, 2017. The debt is joint and several with respect to Agua Caliente Borrower 1 LLC and Agua Caliente Borrower 2 LLC and is secured by the equity interests of each borrower in the Agua Caliente solar facility.


Utah Solar Portfolio, due 2022
As part of the March 2017 Drop Down AssetsDuquesne University district energy system acquisition, ECP Uptown Campus LLC issued non-recourse debt of $95 million, excluding financing fees. The debt consists of senior notes at an interest rate of 4.62% that mature onMay 1, 2059. Interest on the notes are payable semi-annually in arrears. The proceeds of the debt, along with cash on hand, were utilized to fund the purchase price of the acquisition.
Oahu Solar Holdings LLC
    Due to the Company consolidating the Oahu Partnership, as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, the Company assumed non-recourse debt of $287$143 million relatingrelated to the UtahOahu Solar PortfolioHoldings, LLC. The debt consists of a construction loan and an ITC bridge loan with a total commitment amount of $162 million, both at an interest rate of LIBOR plus 2.625%1.375%. TheOn November 13, 2019, $90 million of non-recourse debt matures on December 16, 2022. The $287 million consistedwas converted to a term loan with an expected maturity of $222 million outstanding atNovember 2026, and the time of NRG's acquisitionremainder of the Utahnon-recourse debt was repaid with the final contribution from the tax equity investor of $67 million upon the project reaching substantial completion. Interest on the term loan is payable quarterly in arrears.
Kawailoa Solar Portfolio on November 2, 2016, and additional borrowings of $65 million, net of debt issuance costs, incurred during 2016. The Company holds $278 million of the Utah Solar Portfolio debt as of December 31, 2017.LLC
Thermal Financing
On October 31, 2016, NRG Energy Center Minneapolis LLC, a subsidiary of the Company, received proceeds of $125 million from the issuance of 3.55% Series D notes due October 31, 2031, or the Series D Notes, and entered into a shelf facility for the anticipated issuance of an additional $70 million of Series E notes at a 4.80% fixed rate. The Series D Notes will be secured by substantially all of the assets of NRG Energy Center Minneapolis LLC. NRG Thermal LLC has guaranteed the indebtedness and its guarantee is secured by a pledge of the equity interests in all of NRG Thermal LLC’s subsidiaries. NRG Energy Center Minneapolis LLC distributed the proceeds of the Series D Notes to NRG Thermal LLC, which in turn distributed the proceeds to NRG Yield Operating LLC to be utilized for general corporate purposes, including potential acquisitions.
On March 16, 2017, NRG Energy Center Minneapolis LLC, a subsidiary of NRG Thermal LLC, amended the shelf facility of its existing Thermal financing arrangement to allow for the issuance of an additional $10 million of Series F notes at a 4.60% interest rate, or Series F Notes, increasing the total principal amount of notes available for issuance under the shelf facility to $80 million. The Series E and Series F Notes will be secured by substantially all of the assets of NRG Energy Center Minneapolis LLC. NRG Thermal LLC has guaranteed the indebtedness and its guarantee is secured by a pledge of the equity interests in all of NRG Thermal LLC’s subsidiaries.
CVSR Holdco Notes, due 2037
On July 15, 2016, CVSR Holdco, the indirect owner of the CVSR solar facility, issued $200 million of senior secured notes under the CVSR Holdco Financing Agreement, or 2037 CVSR Holdco Notes, that bear interest at 4.68% and mature on March 31, 2037.  Net proceeds were distributedDue to the Company and NRG based on their respective ownershipconsolidating the Kawailoa Partnership, as of July 15, 2016, and, accordingly, the Company received net proceeds of $97.5 million.
As described in Note 3, Business Acquisitions, on September 1, 2016, the Company acquired the remaining 51.05% of CVSR, and assumed additional debt of $496 million, which represents 51.05% of the CVSR project level debt and 51.05% of the 2037 CVSR Holdco Notes. In connection with the retrospective adjustment of prior periods, asfurther described in Note 1, Nature of Business5, Investments Accounted for by the Equity Method and Variable Interest Entities, the Company now consolidates CVSRassumed non-recourse debt of $120 million related to Kawailoa Solar Portfolio, LLC. The debt consists of a construction loan and 100%an ITC bridge loan, with a total commitment amount of its debt, consisting$137 million both at an interest rate of $771LIBOR plus 1.375%.  On December 23, 2019, $82 million of non-recourse debt was converted to a term loan with an expected maturity of December 2026, and the remainder of the non-recourse debt was repaid with the final contribution from the tax equity investor of $57 million upon the project level debt and $200reaching substantial completion.  Interest on the term loan is payable quarterly in arrears.
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South Trent Refinancing
On June 14, 2019, the Company, through South Trent Wind LLC, refinanced $49 million of 2037 CVSR Holdco Notes asnon-recourse debt due 2020 at an interest rate of September 1, 2016.LIBOR plus 1.625% by issuing $46 million of new non-recourse financing due 2028 at an interest rate of LIBOR plus 1.350%.
Tapestry Refinancing
On April 29, 2019, the Company, through Tapestry Wind LLC, refinanced $147 million of non-recourse debt due 2021 at interest rate of LIBOR plus 1.75% by issuing $164 million of new non-recourse financing due 2031 at an interest rate of LIBOR plus 1.375%. 
Interest Rate Swaps — Project Financings
Many of the Company's project subsidiaries entered into interest rate swaps, intended to hedge the risks associated with interest rates on non-recourse project level debt. These swaps amortize in proportion to their respective loans and are floating for a fixed rate where the project subsidiary pays its counterparty the equivalent of a fixed interest payment on a predetermined notional value and will receive quarterly the equivalent of a floating interest payment based on the same notional value. All interest rate swap payments by the project subsidiary and its counterparty are made quarterly and the LIBOR is determined in advance of each interest period.




The following table summarizes the swaps, some of which are forward starting as indicated, related to the Company's project level debt as of December 31, 2017:2020:
% of PrincipalFixed Interest RateFloating Interest RateNotional Amount at December 31, 2020 (In millions)Effective DateMaturity Date
Avra Valley87 %2.33 %3-Month LIBOR38 November 30, 2012November 30, 2030
Alta Wind Asset Management100 %2.47 %3-Month LIBOR14 May 22, 2013May 15, 2031
Borrego100 %0.476 %3-Month LIBOR13 June 30, 2020December 31, 2024
Buckthorn Solar82 %Various3-Month LIBOR103 February 28, 2018December 31, 2041
Carlsbad100 %Various3-Month LIBOR156 VariousSeptember 30, 2027
El Segundo100 %Various3-Month LIBOR250 VariousVarious
Kansas South75 %2.368 %6-Month LIBOR17 June 28, 2013December 31, 2030
Kawailoa Solar94 %Various3-Month LIBOR76 November 30, 2019October 31, 2040
Laredo Ridge100 %Various3-Month LIBOR78 December 17, 2014December 31, 2028
Marsh Landing100 %Various3-Month LIBOR146 June 28, 2013June 30, 2023
NIMH Solar LLC100 %Various3-Month LIBOR191 September 30, 2020Various
Oahu Solar96 %Various3-Month LIBOR86 November 30, 2019October 31, 2040
Rosie Class B95 %1.446 %3-Month LIBOR76 December 31, 2020July 29, 2044
South Trent90 %3.847 %3-Month LIBOR35 June 14, 2019June 30, 2028
Tapestry75 %Various3-Month LIBOR107 VariousVarious
Tapestry50 %3.57 %3-Month LIBOR12 December 21, 2021December 21, 2029
Viento Funding II100 %3.03 %6-Month LIBOR33 VariousVarious
Viento Funding II100 %4.985 %6-Month LIBOR21 July 11, 2023June 30, 2028
Walnut Creek Energy90 %3.543 %3-Month LIBOR114 June 28, 2013May 31, 2023
WCEP Holdings100 %4.003 %3-Month LIBOR34 June 28, 2013May 31, 2023
Total$1,600 
136
  % of Principal Fixed Interest Rate Floating Interest Rate Notional Amount at December 31, 2017 (In millions) Effective Date Maturity Date
Alpine 85% various
 3-Month LIBOR $115
 various various
Avra Valley 85% 2.333% 3-Month LIBOR 46
 November 30, 2012 November 30, 2030
AWAM 100% 2.47% 3-Month LIBOR 17
 May 22, 2013 May 15, 2031
Blythe 75% 3.563% 3-Month LIBOR 13
 June 25, 2010 June 25, 2028
Borrego 75% 1.125% 3-Month LIBOR 5
 April 3, 2013 June 30, 2020
El Segundo 75% various
 3-Month LIBOR 340
 various various
Kansas South 75% 2.368% 6-Month LIBOR 21
 June 28, 2013 December 31, 2030
Laredo Ridge 75% 2.31% 3-Month LIBOR 75
 March 31, 2011 March 31, 2026
Marsh Landing 75% 3.244% 3-Month LIBOR 295
 June 28, 2013 June 30, 2023
Roadrunner 75% 4.313% 3-Month LIBOR 26
 September 30, 2011 December 31, 2029
South Trent 75% 3.265% 3-Month LIBOR 40
 June 15, 2010 June 14, 2020
South Trent 75% 4.95% 3-Month LIBOR 21
 June 30, 2020 June 14, 2028
Tapestry 75% 2.21% 3-Month LIBOR 146
 December 30, 2011 December 21, 2021
Tapestry 50% 3.57% 3-Month LIBOR 60
 December 21, 2021 December 21, 2029
Utah Solar Portfolio 80% various
 1-Month LIBOR 223
 various September 30, 2036
Viento Funding II 90% various
 6-Month LIBOR 148
 various various
Viento Funding II 90% 4.985% 6-Month LIBOR 65
 July 11, 2023 June 30, 2028
Walnut Creek Energy 75% various
 3-Month LIBOR 239
 June 28, 2013 May 31, 2023
WCEP Holdings 90% 4.003% 3-Month LIBOR 45
 June 28, 2013 May 31, 2023
Total       $1,940
    
Annual Maturities
Annual payments based on the maturities of the Company's debt, for the years ending after December 31, 2017,2020, are as follows:
(In millions)
2021$384 
2022407 
2023431 
2024359 
2025934 
Thereafter4,528 
Total$7,043 

137
 (In millions)
2018$306
2019714
2020650
2021455
2022653
Thereafter3,121
Total$5,899



Note 11 — Members' Equity
The following table lists the distributions paid on the Company's Class A, Class B, Class C and Class D units during the year ended December 31, 2017:2020:
Fourth Quarter 2017 Third Quarter 2017 Second Quarter 2017 First Quarter 2017Fourth Quarter 2020Third Quarter 2020Second Quarter 2020First Quarter 2020
Distributions per Class A and Class B units$0.288
 $0.28
 $0.27
 $0.26
Distributions per Class A and Class B units$0.3180 $0.3125 $0.2100 $0.2100 
Distributions per Class C and Class D units$0.288
 $0.28
 $0.27
 $0.26
Distributions per Class C and Class D units$0.3180 $0.3125 $0.2100 $0.2100 
On February 15, 2018,12, 2021, the Company declared a quarterly distribution on its Class A, Class B, Class C and Class D units of $0.298$0.324 per share payable on March 15, 2018.2021.
During 2017, 2016, and 2015, the Company acquired the Drop Down Assets from NRG, as described in Note 3, Business Acquisitions. The difference between the cash paid and historical value of the acquired Drop Down Assets was recorded as a distribution to/contribution from NRG with the offset to contributed capital.  Prior to the date of acquisition, certain of the projects made distributions to NRG and NRG made contributions into certain projects.  These amounts are reflected within the Company’s statement of stockholders’ equity as changes in the contributed capital balance.
138
Note 12 — Segment Reporting
The Company’s segment structure reflects how management currently operates and allocates resources. The Company's businesses are segregated based on conventional power generation, renewable businesses which consist of solar and wind, and the thermal and chilled water business. The Corporate segment reflects the Company's corporate costs.costs and includes eliminating entries. The Company's chief operating decision maker, its Chief Executive Officer, evaluates the performance of its segments based on operational measures including adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, and CAFD, as well as economic gross marginEconomic Gross Margin and net income (loss).
The Company generated more than 10% of its revenues from the following customers for the years ended December 31, 2017, 20162020, 2019 and 2015:2018:
202020192018
CustomerConventionalRenewablesConventionalRenewablesConventionalRenewables
SCE18%16%21%19%20%20%
PG&E10%8%12%10%12%11%
 2017 2016 2015
CustomerConventional (%) Renewables (%) Conventional (%) Renewables (%) Conventional (%) Renewables (%)
SCE21% 20% 21% 21% 22% 17%
PG&E12% 11% 12% 11% 12% 12%

Year ended December 31, 2020
(In millions)Conventional GenerationRenewablesThermal
Corporate (a)
Total
Operating revenues$437 $569 $193 $0 $1,199 
Cost of operations90 147 131 (2)366 
Depreciation, amortization and accretion132 264 32 0 428 
Impairment losses0 24 0 0 24 
General and administrative0 0 3 30 33 
Transaction and integration costs0 0 0 9 9 
Development costs0 0 5 0 5 
Operating income (loss)215 134 22 (37)334 
Equity in earnings (losses) of unconsolidated affiliates8 (1)0 0 7 
Impairment loss on investment0 (8)0 0 (8)
Gain on sale of unconsolidated affiliates0 0 0 49 49 
Other income, net1 4 0 (1)4 
Loss on debt extinguishment0 (21)0 (3)(24)
Interest expense, net(84)(216)(19)(95)(414)
Net Income (Loss)140 (108)3 (87)(52)
Net Income (Loss) Attributable to Clearway Energy LLC$140 $4 $3 $(86)$61 
Balance Sheet
Equity investment in affiliates$90 $651 $0 $0 $741 
Capital expenditures (b)
12 44 50 0 106 
Total Assets$2,575 $7,157 $627 $129 $10,488 
 Year ended December 31, 2017
(In millions)Conventional Generation Renewables Thermal Corporate Total
Operating revenues$336
 $501
 $172
 $—
 $1,009
Cost of operations77
 133
 116
 —
 326
Depreciation and amortization103
 210
 21
 —
 334
Impairment losses—
 44
 —
 —
 44
General and administrative—
 —
 —
 19
 19
Acquisition-related transaction and integration costs—
 —
 —
 3
 3
Operating income (loss)156
 114
 35
 (22) 283
Equity in earnings of unconsolidated affiliates12
 59
 —
 —
 71
Other income, net1
 2
 —
 1
 4
Loss on debt extinguishment—
 (3) —
 —
 (3)
Interest expense(49) (163) (10) (71) (293)
Net Income (Loss)$120
 $9
 $25
 $(92) $62
Balance Sheet        

Equity investment in affiliates$102
 $1,076
 $—
 $—
 $1,178
Capital expenditures (a)
15
 4
 16
 —
 35
Total Assets$1,897
 $5,811
 $422
 $24
 $8,154

(a)Includes accruals. eliminations
(b) Includes accruals
139


Year ended December 31, 2019
(In millions)Conventional GenerationRenewablesThermalCorporateTotal
Operating revenues$346 $485 $201 $0 $1,032 
Cost of operations60 143 134 0 337 
Depreciation amortization and accretion103 271 27 0 401 
Impairment losses0 14 19 0 33 
General and administrative0 1 3 23 27 
Transaction and integration costs0 0 0 3 3 
Development costs0 0 5 0 5 
Operating income (loss)183 56 13 (26)226 
Equity in earnings of unconsolidated affiliates9 74 0 0 83 
Other income, net2 6 0 1 9 
Loss on debt extinguishment0 (1)0 (15)(16)
Interest expense, net(59)(239)(18)(87)(403)
Net Income (Loss)135 (104)(5)(127)(101)
Net Income (Loss) Attributable to Clearway Energy LLC$135 $(33)$(5)$(127)$(30)
Balance Sheet
Equity investments in affiliates$94 $1,089 $0 $0 $1,183 
Capital expenditures (a)
4 185 34 0 223 
Total Assets$2,753 $6,186 $633 $33 $9,605 
 Year ended December 31, 2016
(In millions)Conventional Generation Renewables Thermal Corporate Total
Operating revenues$333
 $532
 $170
 $—
 $1,035
Cost of operations66
 128
 114
 —
 308
Depreciation and amortization80
 203
 20
 —
 303
Impairment losses—
 185
 —
 —
 185
General and administrative—
 —
 —
 14
 14
Acquisition-related transaction and integration costs—
 —
 —
 1
 1
Operating income (loss)187
 16
 36
 (15) 224
Equity in earnings of unconsolidated affiliates13
 47
 —
 —
 60
Other income, net1
 2
 —
 —
 3
Interest expense(48) (151) (7) (66) (272)
Net Income (Loss)$153
 $(86) $29
 $(81) $15
Balance Sheet         
Equity investments in affiliates$106
 $1,046
 $—
 $—
 $1,152
Capital expenditures (a)
7
 2
 14
 —
 23
Total Assets$1,993
 $6,114
 $426
 $213
 $8,746

(a) Includes accruals.
Year ended December 31, 2018
(In millions)Conventional GenerationRenewablesThermalCorporateTotal
Operating revenues$337 $523 $193 $0 $1,053 
Cost of operations61 139 127 0 327 
Depreciation amortization and accretion102 211 23 0 336 
General and administrative0 0 1 19 20 
Transaction and integration costs0 0 0 20 20 
Development costs0 0 2 1 3 
Operating income (loss)174 173 40 (40)347 
Equity in earnings of unconsolidated affiliates11 63 0 0 74 
Other income, net1 4 1 2 8 
Interest expense, net(51)(154)(12)(77)(294)
Net Income (Loss)135 86 29 (115)135 
Net Income (Loss) Attributable to Clearway Energy LLC$135 $190 $29 $(114)$240 

140
 Year ended December 31, 2015
(In millions)Conventional Generation Renewables Thermal Corporate Total
Operating revenues$336
 $458
 $174
 $—
 $968
Cost of operations59
 138
 126
 —
 323
Depreciation and amortization81
 203
 19
 —
 303
Impairment losses—
 1
 —
 —
 1
General and administrative—
 —
 —
 10
 10
Acquisition-related transaction and integration costs—
 —
 —
 3
 3
Operating income (loss)196
 116
 29
 (13) 328
Equity in earnings of unconsolidated affiliates14
 17
 —
 —
 31
Other income, net1
 2
 —
 —
 3
Loss on debt extinguishment(7) (2) —
 —
 (9)
Interest expense(48) (151) (7) (52) (258)
Net Income (Loss)$156
 $(18) $22
 $(65) $95



Note 13 — Related Party Transactions
In addition to the transactions and relationships described elsewhere in the notes to the consolidated financial statements, certain subsidiaries of NRGCEG provide services to the Company's project entities. Amounts due to NRGCEG subsidiaries are recorded as accounts payable — affiliate- affiliates and amounts due to the Company from NRGCEG subsidiaries are recorded as accounts receivable — affiliate- affiliates in the Company's balance sheet. The disclosures below summarize the Company's material related party transactions with NRGCEG and its subsidiaries that are included in the Company's operating revenues and operating costs.
Power Hedge Contracts by     As discussed in Note 1, Nature of Business, on August 31, 2018, NRG sold 100% of its interest in CEG to GIP, and between Renewable Entitiesas a result, CEG and NRG Texas Power LLC
Certain NRG Wind TE Holdco entities, whichits subsidiaries are subsidiaries in the Renewables segment, entered into power hedge contracts with NRG Texas Power LLC, a subsidiary of NRG, and generated $16 million of revenueconsidered related parties during the year ended December 31, 2015. Effective October 2015, Elbow Creek entered into a PPA2020 and December 31, 2019, and NRG and its subsidiaries were considered related parties during the first eight months of the year ended December 31, 2018.
Related Party Transactions with NRG Power MarketingCEG entities
O&M Services Agreements by and between the Company and Clearway Renewable Operation & Maintenance LLC
    Various wholly-owned subsidiaries of the Company in the Renewables segment are party to administrative services agreements with Clearway Renewable Operation & Maintenance LLC, or NRG Power Marketing,RENOM, a wholly-owned subsidiary of NRG,CEG, which provides operation and maintenance, or O&M, services to these subsidiaries. The Company incurred total expenses for these services of $37 million and $31 million for the year ended December 31, 2020 and 2019, respectively. The Company incurred total expenses of $11 million for the period from September 1, 2018 to December 31, 2018. There was a balance of $10 million and $7 million due to RENOM as further described below, of December 31, 2020 and 2019, respectively.
Administrative Services Agreements by and between the Company and CEG
    Various wholly-owned subsidiaries of the Company are parties to administrative services agreements with Clearway Asset Services and Clearway Solar Asset Management, two wholly-owned subsidiaries of CEG, which provide various administrative services to the Company's subsidiaries. The Company incurred expenses under these agreements of $10 million and $7 million for the year ended December 31, 2020 and 2019, respectively. The Company incurred expenses under these agreements of $3 million for the period from September 1, 2018 to December 31, 2018. There was a balance of $2 million and $1 million due to CEG as of December 31, 2020 and 2019, respectively.

CEG Master Services Agreements
    The Company is a party to Master Services Agreements with CEG, or MSAs, pursuant to which CEG and certain of its affiliates or third party service providers provide certain services to the Company, including operational and administrative services, which include human resources, information systems, external affairs, accounting, procurement and risk management services,and the hedge agreementCompany provides certain services to CEG, including accounting, internal audit, tax and treasury services, in exchange for the payment of fees in respect of such services. The Company incurred net expenses of $2 million and $1 million under these agreements for the year ended December 31, 2020 and 2019, respectively.
Related Party Transactions with NRG entities prior to the GIP Transaction
    The following transactions relate to the period prior to sale of NRG's interest in CEG to GIP on August 31, 2018 and therefore were considered to be related party transactions for all the periods prior to August 31, 2018:
O&M Services Agreements by and between Elbow Creekthe Company and NRG Texas PowerRenew Operation & Maintenance LLC was terminated.
Various wholly-owned subsidiaries of the Company in the Renewables segment were party to administrative services agreements with NRG Renew Operation & Maintenance LLC, or RENOM, formerly wholly-owned subsidiary of NRG, which provided O&M, services to these subsidiaries. The Company incurred total expenses for these services of $29 million for the eight months ended August 31, 2018.
Administrative Services Agreements by and between the Company and NRG
    Various wholly-owned subsidiaries of the Company were parties to administrative services agreements with Clearway Asset Services (formerly NRG Asset Services) and Clearway Solar Asset Management (formerly NRG Solar Asset Management), two wholly-owned subsidiaries of CEG, which provided various administrative asset services to the Company's subsidiaries prior to GIP Transaction. The Company reimbursed costs under this agreement of $6 million for the eight months ended August 31, 2018.
141
Power Purchase Agreements (PPAs) between the Company and NRG Power Marketing
Elbow Creek and Dover arewere parties to PPAs with NRG Power Marketing and generate revenue under the PPAs, which arewere recorded to operating revenues in the Company's consolidated statements of operations. For the yearseight months ended DecemberAugust 31, 20172018, Elbow Creek and 2016, Elbow CreekDover, collectively, generated revenues of $8 million each year, and Dover generated revenues of $4 million and $5 million, respectively.million.
Energy Marketing Services Agreement by and between Thermal entities and NRG Power Marketing
NRG    Energy Center Dover LLC, NRG Energy Center Minneapolis, NRG Energy Center Phoenix LLC and NRG Energy Center Paxton LLC, or Thermal entities, arewere parties to Energy Marketing Services Agreements with NRG Power Marketing, a wholly-owned subsidiary of NRG. Under the agreements, NRG Power Marketing procuresprocured fuel and fuel transportation for the operation of Thermal entities. TheFor the eight months ended August 31, 2018, the Thermal entities purchased a total of $9$7 million of natural gas during each of the years ended December 31, 2017 and 2016. During the year ended December 31, 2015 total purchases of natural gas under the agreement were $13 million.from NRG Power Marketing.
Operation and Maintenance (O&M) Services Agreements by and between the Company's subsidiaries and NRG
Certain of the Company's subsidiaries are party to O&M Services Agreements with NRG, pursuant to which NRG subsidiaries provide necessary and appropriate services to operate and maintain the subsidiaries' plant operations, businesses and thermal facilities. NRG is reimbursed for the provided services, as well as for all reasonable and related expenses and expenditures, and payments to third parties for services and materials rendered to or on behalf of the parties to the agreements. NRG is not entitled to any management fee or mark-up under the agreements. The fees incurred under this agreementthese agreements were $39$27 million for the yeareight months ended DecemberAugust 31, 2017, and $36 million for each year ended December 31, 2016 and 2015.2018.
The Company had $13 million due to NRG for the services performed during the year ended December 31, 2017 under the O&M Agreements, $5 million of which was paid off as of March 1, 2018. The Company had $22 million due to NRG for the services performed during the year ended December 31, 2016 under the O&M Agreements.
O&MServices Agreements by and between GenConn and NRG
GenConn incurs fees under two O&M agreements with wholly-owned subsidiaries of NRG. TheFor the eight months ended August 31, 2018, the aggregate fees incurred under the agreements were $5 million each year for the years ended December 31, 2017 and 2016, and $4 million for the year ended December 31, 2015.


million.
Administrative Services Agreement by and between Marsh Landing and NRG West Coast LLC
On December 19, 2016, Marsh Landing entered intois a party to an administrative services agreement with NRG West Coast LLC, a wholly owned subsidiary of NRG. The administrative services agreement was previously between Marsh Landing and GenOn Energy Services, LLC, a wholly-owned subsidiary of NRG and was subsequently assigned to and assumed by NRG West Coast LLC. The Company reimbursed costs under this agreement of approximately $15 million, $14 million and $13$11 million for the yearseight months ended DecemberAugust 31, 2017, 20162018.
Project Administrative Services Agreement by and 2015, respectively. There was a balance of $1 million due tobetween ESEC and NRG West Coast LLC
    During 2018, ESEC, NRG West Coast LLC in accounts payable — affiliate as of December 31, 2017 and 2016.
Administrative Services Agreements by and between the Company and NRG Renew Operation & Maintenance LLC
Various wholly-owned subsidiaries of the Company in the Renewables segment are party to administrative services agreements with NRG Renew Operation & MaintenancePower Marketing LLC, or RENOM, a wholly-owned subsidiaryPML, entered into confirmation agreements under the Project Administration Services Agreement between ESEC and NRG West Coast LLC, whereby PML purchased California Carbon Allowances which ESEC could subsequently purchase for the purposes of NRG, which provides O&M services toESEC’s compliance with the California Cap-and-Trade Program. ESEC reimbursed costs under these subsidiaries. The Company incurred total expenses for these services in the amountagreements of $23 million, $13 million and $7$11 million for the yearseight months ended DecemberAugust 31, 2017, 2016 and 2015, respectively. There was a balance of $5 million due to RENOM as of December 31, 2017 and 2016.2018.
Management Services Agreement by and between the Company and NRG
    Prior to the GIP Transaction, NRG providesprovided the Company with various operational, management, and administrative services, which include human resources, accounting, tax, legal, information systems, treasury and risk management, as set forth in the Management Services Agreement. As of December 31, 2017, the base management fee was approximately $8.5 million per year, subject to an inflation-based adjustment annually, at an inflation factor based on the year-over-year U.S. consumer price index. The fee is also subject to adjustments following the consummation of future acquisitions and as a result of a change in the scope of services providedcosts incurred under the Management Services Agreement. During the year ended December 31, 2017, the fee was increased by approximately $1 million per year, primarily due to the acquisition of the March 2017, August 2017 and November 2017 Drop Down Assets, as further described in Note 3, Business Acquisitions. In addition to the base management fee, the Company is also responsible for anyAgreement included certain direct expenses that are directly incurred and paid for by NRG on behalf of the Company.Company in addition to the base management fee. Costs incurred under this agreement were approximately $10 million for each of the years ended December 31, 2017 and 2016, and $8$7 million for the yeareight months ended DecemberAugust 31, 2015. There was2018.
On August 31, 2018, in connection with the consummation of the GIP Transaction, Clearway Energy, Inc. entered into a balance of $4 million in accounts payable — affiliate due toTermination Agreement with Clearway Energy LLC, Clearway Energy Operating LLC and NRG terminating the Management Services Agreement, dated as of December 31, 2017, whichJuly 22, 2013, by and among the Company, paid offClearway Energy LLC, Clearway Energy Operating LLC and NRG. Concurrently with entering into the Termination Agreement on August 31, 2018, the Company entered into a Transition Services Agreement with NRG, or the NRG TSA, as further described below.
142
Subsequent to the GIP Transaction, the Company entered into the NRG TSA, pursuant to which NRG or certain of its affiliates began providing transitional services to the Company following the consummation of the GIP Transaction, in January 2018.exchange for the payment of a fee in respect of such services. Expenses related to the NRG TSA are recorded in acquisition-related transaction and integration costs in the consolidated statements of operations.
EPC Agreement by and between NECPECP and NRG
On October 31, 2016,    NRG Business Services LLC, a subsidiary of NRG, and NECP,Energy Center Pittsburgh LLC, or ECP, a wholly owned subsidiary of the Company, entered into an EPC agreement for the construction of a 73 MWt district energy system for NECPECP to provide 150 kpphpph of steam, 6,750 tons of chilled water and 7.5 MW of emergency backup power service to UPMC Mercy. The initial term of the energy services agreement with UPMC Mercy will be for a period of twenty years from the service commencement date.  Pursuant toOn June 19, 2018, as discussed in Note 3, Acquisitions and Dispositions, ECP purchased the terms of the EPC agreement, NECP agreed to payUPMC Thermal Project assets from NRG Business Services LLC $79for cash consideration of $84 million, subject to adjustment basedworking capital adjustments. The Company paid an additional $3 million to NRG upon certain conditions in the EPC agreement, upon substantialfinal completion of the project. The project is expected to reach COD in the first half of 2018. As of December 31, 2017, the parties made a number of amendmentsJanuary 2019 pursuant to the EPC Agreement, based on customer change orders, to increase the capacity of the district energy system from 73 MWt to 80 MWt, which also increased the payment from $79 million to $88 million.agreement.
Note 14 — Commitments and Contingencies
Operating Lease Commitments
The Company leases certain facilities and equipment under operating leases, some of which include escalation clauses, expiring on various dates through 2048. The effects of these scheduled rent increases, leasehold incentives, and rent concessions are recognized on a straight-line basis over the lease term unless another systematic and rational allocation basis is more representative of the time pattern in which the leased property is physically employed. Lease expense under operating leases was $17 million, $15 million and $10 million for the years ended December 31, 2017, 2016 and 2015, respectively.
The Company's future minimum lease commitments under operating leases are $9 million for each of the years ending December 31, 2018 through 2022, and $151 million thereafter.
Period


Gas and Transportation Commitments
The Company has entered into contractual arrangements to procure power, fuel and associated transportation services. For the years ended December 31, 2017, 20162020, 2019 and 2015,2018, the Company purchased $34 million, $32 million, $38 million, and $40$39 million, respectively, under such arrangements. As further described in Note 13, Related Party Transactions, these purchases include intercompany transactions through August 31, 2018 between certain Thermal entities and NRG Power Marketing under the Energy Marketing Services Agreements in the amount of $9 million for each of the years ended December 31, 2017 and 2016. Total intercompany purchases of natural gas under the agreement were $13$7 million for the yeareight months ended DecemberAugust 31, 2015.2018.
As of December 31, 2017,2020, the Company's commitments under such outstanding agreements are estimated as follows:
Period(In millions)
2021$9 
20223 
20232 
20240 
20250 
Thereafter0 
Total$14 
Period(In millions)
2018$11
20195
20203
20213
20223
Thereafter16
Total$41

Contingencies
The Company's material legal proceedings are described below. The Company believes that it has valid defenses to these legal proceedings and intends to defend them vigorously. The Company records reserves for estimated losses from contingencies when information available indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. As applicable, the Company has established an adequate reserve for the matters discussed below. In addition, legal costs are expensed as incurred. Management assesses such matters based on current information and makes a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought and the probability of success. The Company is unable to predict the outcome of the legal proceedings below or reasonably estimate the scope or amount of any associated costs and potential liabilities. As additional information becomes available, management adjusts its assessment and estimates of such contingencies accordingly. Because litigation is subject to inherent uncertainties and unfavorable rulings or developments, it is possible that the ultimate resolution of the Company's liabilities and contingencies could be at amounts that are different from its currently recorded reserves and that such difference could be material.
In addition to the legal proceedings noted below, the Company and its subsidiaries are party to other litigation or legal proceedings arising in the ordinary course of business. In management's opinion, the disposition of these ordinary course matters will not materially adversely affect the Company's consolidated financial position, results of operations, or cash flows.
Braun v. NRG Yield, Inc. —
143
    Nebraska Public Power District Litigation
    On January 11, 2019, Nebraska Public Power District, or NPPD, sent written notice to certain of the Company’s subsidiaries which own the Laredo Ridge and Elkhorn Ridge wind projects alleging an event of default under each of the PPAs between NPPD and the projects. NPPD alleges that the Company moved forward with certain transactions without obtaining the consent of NPPD. NPPD threatened to terminate the applicable PPAs by February 11, 2019 if the alleged default was not cured. The Company filed a motion for a temporary restraining order and preliminary injunction in the U.S. District Court for the District of Nebraska relating to the Laredo Ridge project, and a similar motion in the District Court of Knox County, Nebraska for the Elkhorn Ridge project, to enjoin NPPD from taking any actions related to the PPAs. On February 19, 2019, the U.S. District Court in the Laredo Ridge matter approved a stipulation between the parties to provide for an injunction preventing NPPD from terminating the PPA pending disposition of the litigation. On February 26, 2019, the Knox County District Court approved a similar stipulation relating to the Elkhorn Ridge project. On April 19, 2016, plaintiffs13, 2020, the U.S. District Court granted the wind projects' motion for summary judgment and permanently enjoined NPPD from terminating the PPAs in reliance on the alleged events of default. The U.S. District Court decision was appealed by NPPD on May 11, 2020 and the case in the Knox County District Court remains pending, but has been stayed pending the outcome of the U.S. District Court case. Argument before the U.S. Court of Appeals for the Eight Circuit is scheduled for March 18, 2021. The Company believes the allegations of NPPD are meritless and the Company is vigorously defending its rights under the PPAs.
    Buckthorn Solar Litigation
    On October 8, 2019, the City of Georgetown, Texas, or Georgetown, filed a putative class action lawsuit against NRG Yield, Inc.,petition in the currentDistrict Court of Williamson County, Texas naming Buckthorn Westex, LLC, the Company’s subsidiary that owns the Buckthorn Westex solar project, as the defendant, alleging fraud by nondisclosure and former membersbreach of its board of directors individually,contract in connection with the project and other parties in California Superior Court in Kern County, CA.  Plaintiffs allege various violationsthe PPA, and seeking (i) rescission and/or cancellation of the Securities ActPPA, (ii) declaratory judgment that the alleged breaches constitute an event of default under the PPA entitling Georgetown to terminate, and (iii) recovery of all damages, costs of court, and attorneys’ fees. On November 15, 2019, Buckthorn Westex filed an original answer and counterclaims (i) denying Georgetown’s claims, (ii) alleging Georgetown has breached its contracts with Buckthorn Westex by failing to pay amounts due, and (iii) seeking relief in the form of (x) declaratory judgment that Georgetown’s alleged failure to pay amounts due constitute breaches of and an event of default under the PPA and that Buckthorn did not commit any events of default under the PPA, (y) recovery of costs, expenses, interest, and attorneys’ fees, and (z) such other relief to which it is entitled at law or in equity.Buckthorn Westex believes the allegations of Georgetown are meritless, and Buckthorn Westex is vigorously defending its rights under the PPA.


144
Note 15 — Leases

Accounting for Leases
    The Company evaluates each arrangement at inception to determine if it contains a lease. Substantially all of the Company’s leases are operating leases.
Lessee
    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 as the expense is incurred. 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.
    The Company’s leases consist of land leases for numerous operating asset locations, real estate leases and equipment leases. The terms and conditions for these leases vary by the type of underlying asset.
Lease expense for the year ended December 31, 2020 and December 31, 2019 was comprised of the following:
(In millions)December 31, 2020December 31, 2019
Operating lease cost - Fixed$19 $13 
Operating lease cost - Variable9 8 
Total lease cost$28 $21 

Operating lease information as of December 31, 2020 and 2019 was as follows:
(In millions, except term and rate)December 31, 2020December 31, 2019
ROU Assets - operating leases, net (a)
$337 $223 
Short-term lease liability - operating leases (b)$8 $7 
Long-term lease liability - operating leases (a)
345 227 
Total lease liability$353 $234 
Weighted average remaining lease term (in years)2525
Weighted average discount rate4.3 %4.4 %
Cash paid for operating leases$19 $15 

(a) Increase in ROU Assets and lease liabilities is primarily due to the defendants’ alleged failure to disclose material facts related to low wind production prior to NRG Yield, Inc.'s June 22, 2015 Class C common stock offering.  Plaintiffs seek compensatory damages, rescission, attorney’s feesacquisition of Drop Down Assets, as further described in Note 3, Acquisitions and costs. The defendants filed objections and a motion challenging jurisdiction on October 18, 2016. On December 1, 2017,Dispositions
(b) Short-term lease liability balances are included within the parties agreed to a stipulation which provides the plaintiffs' opposition is due on March 6, 2018 and the defendants' reply is due on May 4, 2018.
Ahmed v. NRG Energy, Inc. and the NRG Yield Board of Directors — On September 15, 2016, plaintiffs filed a putative class action lawsuit against NRG Energy, Inc., the directors of NRG Yield, Inc.,accrued expenses and other parties in the Delaware Chancery Court. The complaint alleges that the defendants breached their respective fiduciary duties with regard to the recapitalization of NRG Yield, Inc. common stock in 2015. The plaintiffs generally seek economic damages, attorney’s fees and injunctive relief. The defendants filed a motion to dismiss the lawsuit on December 21, 2016. Plaintiffs filed their objection to the motion to dismiss on February 15, 2017. The defendants' reply was filed on March 24, 2017. The court heard oral argument on the defendants' motion to dismiss on June 20, 2017. On September 7, 2017, the court requested additional briefing which the parties provided on September 21, 2017. On December 11, 2017, the court dismissed the lawsuit with prejudice, thereby ending the case.
GenOn Noteholders' Lawsuit — On December 13, 2016, certain indenture trustees for an ad hoc group of holders, or the Noteholders,current liabilities line item of the GenOn Energy, Inc., or GenOn, 7.875% Senior Notes due 2017, 9.500% Notes due 2018, and 9.875% Notes dueconsolidated balance sheets as of December 31, 2020 and the GenOn Americas Generation, LLC 8.50% Senior Notes due 2021 and 9.125% Senior Notes due 2031, along with certain of the Noteholders, filed a complaint in the Superior Court of the State of Delaware against NRG and GenOn allegingDecember 31, 2019
145



certain claimsMaturities of operating lease liabilities as of December 31, 2020 are as follows:
(In millions)
2021$23 
202223 
202323 
202423 
202523 
Thereafter476 
Total lease payments591 
Less imputed interest(238)
Total lease liability - operating leases$353 

Oahu Solar Lease Agreements
The Oahu Solar projects are party to various land lease agreements with a wholly owned subsidiary of CEG. The projects are leasing the land for a period of 35 years, with the ability to renew the lease for 2 additional five year periods. The Company has a lease liability of $20 million and $21 million as of December 31, 2020 and 2019 and corresponding right-of-use asset of $18 million and $19 million related to the leases as of December 31, 2020 and 2019.
Rosamond Lease Agreement
The Rosamond Central project is party to a land lease agreement with a wholly owned subsidiary of CEG. The project is leasing the land for a period of 35 years, with the ability to renew the lease for 2 additional five year periods. The Company has a lease liability of $12 million as of December 31, 2020 and corresponding right-of-use asset of $11 million related to the lease as of December 31, 2020.
Lessor
    The majority of the Company’s revenue is obtained through PPAs or other contractual agreements that are accounted for as leases. These leases are comprised of both fixed payments and variable payments contingent upon volumes or performance metrics. The terms of the leases are further described in Item 2 — Properties of this Form 10-K. Many of the leases have renewal options at the end of the lease term. Termination may be allowed under specific circumstances in the lease arrangements, such as under an event of default. All but one of the Company’s leases are operating leases. The remaining lease met the criteria of a sales-type lease and the impact of this sales-type lease to the consolidated financial statements was immaterial. Certain of these leases have both lease and non-lease components, and the Company allocates the transaction price to the components based on standalone selling prices.
The following amounts of energy and capacity revenue are related to the Company’s operating leases.
December 31, 2020
(In millions)Conventional GenerationRenewablesThermalTotal
Energy revenue$10 $554 $2 $566 
Capacity revenue451 0 0 451 
Operating revenue$461 $554 $2 $1,017 

December 31, 2019
(In millions)Conventional GenerationRenewablesThermalTotal
Energy revenue$5 $509 $2 $516 
Capacity revenue348 0 0 348 
Operating revenue$353 $509 $2 $864 

146
    Minimum future rent payments for the remaining periods related to the Conventional segment operating leases were as follows as of December 31, 2020:
(In millions)
2021$444 
2022450 
2023259 
2024106 
2025107 
Thereafter1,498 
Total lease payments$2,864 

Property, plant and equipment, net related to the Company’s operating leases were as follows:
(In millions)December 31, 2020December 31, 2019
Property, plant and equipment$7,201 $6,942 
Accumulated depreciation(1,964)(1,649)
Net property, plant and equipment$5,237 $5,293 

Energy Center Caguas Sales-Type Lease Agreement
On November 1, 2018, the Company, through its indirect subsidiary Energy Center Caguas LLC, entered into an Energy Services Agreement between NRG and GenOn. On April 30, 2017,(ESA) for its Viatris (formerly Mylan) facility in Puerto Rico. The ESA was determined to be a sales-type lease, as the Noteholders filed an amended complaint that asserts additional claimspresent value of fraudulent transfer, insider preference and breachthe lease payments is greater than substantially all of fiduciary duties. In additionthe fair value of the facility. As a result, upon the service commencement date of the contract, the Company recorded a lease receivable of approximately $12 million which represents the net present value of the lease investment. The Company is permitted to NRG and GenOn, the amended complaint names NRG Yield LLC and certain current and former officers and directors of GenOn as defendants. The plaintiffs, among other things, generally seek return of all monies paidreceive approximately $1 million per year in fixed payments under the Services Agreement and any other damages thatESA, which expires in September 2032 based upon a service commencement date in September 2020, with options to extend the court deems appropriate. On April 28, 2017, the bondholders filed an amended complaint adding the GenOn directors and officers as defendants and asserting claims that they breached certain fiduciary duties. Plaintiffs specifically allege that the transfer of Marsh Landing to NRG Yield LLC constituted a fraudulent transfer. On June 12, 2017, certain GenOn entities, NRG and certain holdersterm for 2 additional five year periods upon mutual agreement of the GenOn and GenOn Americas Generation, LLC senior notes entered into a restructuring support and lock-up agreement. Onparties.
    Minimum future rent payments for the remaining periods related to the Thermal segment sales-type lease were as follows as of December 14, 2017, a settlement agreement was entered into between GenOn and NRG which should ultimately resolve this lawsuit.31, 2020:

(In millions)
2021$1 
20221 
20231 
20241 
20251 
Thereafter9 
Total sales-type lease payments$14 


147


Note 1516 — Unaudited Quarterly Data
Refer to Note 2, Summary of Significant Accounting Policies and Note 3, Business Acquisitions for a description of the effect of unusual or infrequently occurring events during the quarterly periods. Below is summarized unaudited quarterly financial data which includesfor the periods ending December 31, 2020 and 2019.
 Quarter Ended
 December 31,September 30,June 30,March 31,
 2020
(In millions)
Operating Revenues$280 $332 $329 $258 
Operating Income28 123 131 52 
Net (Loss) Income$(78)$51 $104 $(129)
 Quarter Ended
December 31,September 30,June 30,March 31,
 2019
(In millions)
Operating Revenues$235 $296 $284 $217 
Operating Income7 90 88 41 
Net (Loss) Income$(41)$25 $(31)$(54)


148
Schedule I
Clearway Energy LLC (Parent)
Condensed Financial Information of Registrant
Condensed Statements of Operations


Year ended December 31,
(In millions)202020192018
Equity in earnings (losses) of consolidated affiliates$61 $(32)$237 
Other income, net0 2 3 
Loss on debt extinguishment0 0 0 
Interest expense0 0 0 
Total other income, net0 2 3 
Net Income (Loss) Attributable to Clearway Energy LLC$61 $(30)$240 

See accompanying notes to condensed financial statements.

149
Schedule I
Clearway Energy LLC (Parent)
Condensed Balance Sheets
December 31,December 31,
20202019
ASSETS(In millions)
Current Assets
Cash and cash equivalents$119 $27 
Investment in consolidated subsidiaries1,545 1,824 
Total Assets$1,664 $1,851 
LIABILITIES AND MEMBERS' EQUITY
Current Liabilities
Accounts payable — affiliates24 1 
Total Liabilities24 1 
Commitments and Contingencies
Members' Equity
Contributed capital1,723 1,882 
(Accumulated deficit) retained earnings(50)5 
Accumulated other comprehensive loss(33)(37)
Total Members' Equity1,640 1,850 
Total Liabilities and Members’ Equity$1,664 $1,851 


See accompanying notes to condensed financial statements.
150
Schedule I
Clearway Energy LLC (Parent)
Condensed Statements of Cash Flows

Years ended December 31,
202020192018
(In millions)
Cash Flows from Operating Activities
Net Cash Provided by Operating Activities$0 $0 $0 
Cash Flows from Investing Activities
Investments in consolidated affiliates306 (211)361 
Net Cash Provided by (Used in) Investing Activities306 (211)361 
Cash Flows from Financing Activities
Transfer of funds under intercompany cash management arrangement(65)(5)0 
Proceeds from issuance of Class C units62 100 153 
Payments of distributions(211)(155)(238)
Net Cash Used in Financing Activities(214)(60)(85)
Net Increase (Decrease) in Cash and Cash Equivalents92 (271)276 
Cash and Cash Equivalents at Beginning of Period27 298 22 
Cash and Cash Equivalents at End of Period$119 $27 $298 
See accompanying notes to condensed financial statements.

151
Schedule I
Clearway Energy LLC (Parent)
Notes to Condensed Financial Statements
Note 1 — Background and Basis of Presentation
Background
Clearway Energy LLC, together with its consolidated subsidiaries, or the Company, is an investor in and owner of modern, sustainable and long-term contracted assets across North America. On August 31, 2018, NRG Energy, Inc., or NRG, transferred its full ownership interest in the Company to Clearway Energy Group LLC, or CEG, the holder of NRG's renewable energy development and operations platform, and subsequently sold 100% of its interest in CEG to GIP, referred to hereinafter as the GIP Transaction. As a result of the GIP Transaction, GIP indirectly acquired a 45.2% economic interest in the Company and a 55% voting interest in Clearway, Inc. GIP is an independent fund manager that invests in infrastructure assets in energy and transport sectors. The Company is sponsored by GIP through its portfolio company, CEG.
The Company is one of the largest renewable energy owners in the U.S. with over 4,200 net MW of installed wind and solar generation projects. The Company also owns approximately 2,500 net MW of environmentally-sound, highly efficient generation facilities as well as a portfolio of district energy systems. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide its investors with stable and growing dividend income.Substantially all of the Company's generation assets are under long-term contractual arrangements for the output or capacity from these assets.
Clearway Energy, Inc. consolidates the results of Clearway Energy LLC through its controlling interest, with CEG's interest shown as noncontrolling interest in the November 2017 Drop Down Assets Acquisitionfinancial statements. The holders of Clearway, Inc.'s outstanding shares of Class A and Class C common stock are entitled to dividends as declared. CEG receives its impact on every quarterdistributions from Clearway Energy LLC through its ownership of Clearway Energy LLC Class B and Class D units.
As a result of the 2017 and 2016 results, which were recast to includeClearway, Inc. Class C common stock issuances during the November 2017 Drop Down Assets, where applicable:
 Quarter Ended
 December 31, September 30, June 30, March 31,
 2017
 (In millions)
Operating Revenues$231
 $269
 $288
 $221
        
Operating Revenues (as previously reported)N/A
 265
 284
 218
ChangeN/A
 4
 4
 3
        
Operating Income19
 85
 124
 55
        
Operating Income (as previously reported)N/A
 95
 122
 54
ChangeN/A
 (10) 2
 1
        
Net (Loss) Income(38) 41
 59
 —
        
Net Income (as previously reported)N/A
 52
 57
 1
ChangeN/A
 $(11) $2
 $(1)



 Quarter Ended
 December 31, September 30, June 30, March 31,
 2016
 (In millions)
Operating Revenues$235
 $276
 $287
 $237
        
Operating Revenues (as previously reported)232
 272
 283
 234
Change3
 4
 4
 3
        
Operating (Loss) Income(100) 120
 130
 74
        
Operating (Loss) Income (as previously reported)(99) 118
 128
 73
Change(1) 2
 2
 1
        
Net (Loss) Income(138) 68
 80
 5
        
Net (Loss) Income (as previously reported)(137) 67
 79
 6
Change$(1) $1
 $1
 $(1)



Note 16 — Condensed Consolidating Financial Information

As ofyear ended December 31, 2017, Yield Operating LLC had outstanding $500 million2020, Clearway, Inc. currently owns 57.61% of the 2024 Senior Notes and $350 millioneconomic interests of the 2026 Senior Notes, collectively Senior Notes, as described in Note 10, Long-term Debt. These Senior Notes are guaranteed by the Company, as well as certainwith CEG retaining 42.39% of the Company's subsidiaries, or guarantor subsidiaries. These guarantees are both joint and several. The non-guarantor subsidiaries include the resteconomic interests of the Company's subsidiaries, including the ones that are subject to project financing.Company. For further discussion, see Item 15 — Note 11, Members' Equity.
Unless otherwise noted below, eachBasis of the following guarantor subsidiaries fully and unconditionally guaranteed the Senior Notes as of December 31, 2017:

NRG Yield LLC
Alta Wind 1-5 Holding Company, LLC
Alta Wind Company, LLC
NRG Energy Center Omaha Holdings LLC
NRG Energy Center Omaha LLC
NYLD Fuel Cell Holdings LLC
UB Fuel Cell, LLC
NRG South Trent Holdings LLC
NRG Yield DGPV Holding LLC
NRG Yield RPV Holding LLC

Yield Operating LLC conducts much of its business through and derives much of its income from its subsidiaries. Therefore, its ability to make required payments with respect to its indebtedness and other obligations depends on the financial results and condition of its subsidiaries and Yield Operating LLC's ability to receive funds from its subsidiaries. There are no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to Yield Operating LLC. However, there may be restrictions for certain non-guarantor subsidiaries.Presentation
The following condensed consolidatingparent-only company financial information presents the financial information of Yield LLC, Yield Operating LLC, the issuer of the Senior Notes, the guarantor subsidiaries and the non-guarantor subsidiariesstatements have been prepared in accordance with Rule 3-10 under the SEC Regulation S-X. The financial information may not necessarily be indicative of results of operations or financial position had the guarantor subsidiaries or non-guarantor subsidiaries operated as independent entities.
In this presentation, Yield LLC consists of parent company operations. Guarantor subsidiaries and non-guarantor subsidiaries of Yield LLC are reported on an equity basis. For companies acquired, the fair values of the assets and liabilities acquired have been presented on a push-down accounting basis. As described in Note 3, Business Acquisitions, the Company completed the acquisition of the November 2017 Drop Down Assets, August 2017 Drop Down Assets, and March 2017 Drop Down Assets from NRG on November 1, 2017, August 1, 2017 and March 27, 2017, respectively. The guidance requires retrospective combination of the entities for all periods presented as if the combination has been in effect since the inception of common control. Accordingly, the Company prepared its condensed consolidating financial statements to reflect the transfers as if they had taken place from the beginning of the financial statements period.
In addition, the condensed parent company financial statements are provided in accordance with Rule 12-04 Schedule I of Regulation S-X, as the restricted net assets of Yield LLC’sClearway Energy LLC's subsidiaries exceed 25 percent25% of the consolidated net assets of YieldClearway Energy LLC. The parent's 100% investment in its subsidiaries has been recorded using the equity basis of accounting in the accompanying condensed parent-only financial statements. These statements should be read in conjunction with the consolidated financial statements and notes thereto of NRG YieldClearway Energy LLC.
Note 2 — Long-Term Debt
For a discussion of Yield LLC's long-term debt,Clearway Energy LLC’s financing arrangements, see Note 10, Long-term Debt,. Forto the Company's consolidated financial statements.
Note 3 — Commitments, Contingencies and Guarantees
See Note 14, Commitments and Contingencies, to the Company's consolidated financial statements for a detailed discussion of Yield LLC'sClearway Energy LLC’s commitments and contingencies, see contingencies.
Note 14, Commitments4 — Dividends
Cash distributions paid on the Company's Class A, Class B, Class C and Contingencies. For a discussion of Yield LLC's distributions to Yield, Inc.Class D units, were $211 million, $155 million, and NRG Energy, see Note 11, Members' Equity.



NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For$238 million for the yearyears ended December 31, 20172020, 2019, and 2018, respectively.
152
 
NRG Yield LLC (a)
 Other Guarantor Subsidiaries Non-Guarantor Subsidiaries NRG Yield Operating LLC (Note Issuer) 
Eliminations(b)
 Consolidated
 (In millions)
Operating Revenues           
Total operating revenues$—
 $21
 $988
 $1
 $(1) $1,009
Operating Costs and Expenses      —
    
Cost of operations—
 14
 312
 1
 (1) 326
Depreciation and amortization—
 5
 329
 —
 —
 334
Impairment losses—
 —
 44
 —
 —
 44
General and administrative—
 —
 —
 19
 —
 19
Acquisition-related transaction and integration costs—
 —
 —
 3
 —
 3
Total operating costs and expenses—
 19
 685
 23
 (1) 726
Operating (Loss) Income—
 2
 303
 (22) —
 283
Other Income (Expense)           
Equity in earnings (losses) of consolidated affiliates136
 (16) —
 126
 (246) —
Equity in earnings of unconsolidated affiliates—
 22
 21
 28
 —
 71
Other income, net1
 —
 3
 —
 —
 4
Loss on debt extinguishment—
 —
 (3) —
 —
 (3)
Interest expense—
 —
 (222) (71) —
 (293)
Total other income (expense), net137
 6
 (201) 83
 (246) (221)
Net Income137
 8
 102
 61
 (246) 62
Less: Net loss attributable to noncontrolling interests—
 —
 (5) (75) 5
 (75)
Net Income Attributable to NRG Yield LLC$137
 $8
 $107
 $136
 $(251) $137
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) All significant intercompany transactions have been eliminated in consolidation.


NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31, 2017
 
NRG Yield LLC (a)
 Guarantor Subsidiaries Non-Guarantor Subsidiaries 
NRG Yield Operating LLC
(Note Issuer)
 
Eliminations(b)
 Consolidated
 (In millions)
Net Income$137
 $8
 $102
 $61
 $(246) $62
Other Comprehensive Income           
Unrealized gain on derivatives17
 1
 16
 17
 (34) 17
Other comprehensive income17
 1
 16
 17
 (34) 17
Comprehensive Income154
 9
 118
 78
 (280) 79
Less: Comprehensive loss attributable to noncontrolling interests—
 —
 (5) (75) 5
 (75)
Comprehensive Income Attributable to NRG Yield LLC$154
 $9
 $123
 $153
 $(285) $154
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) All significant intercompany transactions have been eliminated in consolidation.



NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2017

  
NRG Yield LLC (a)
 Other Guarantor Subsidiaries Non-Guarantor Subsidiaries NRG Yield Operating LLC
(Note Issuer)		 
Eliminations(b)
 Consolidated
ASSETS (In millions)
Current Assets            
Cash and cash equivalents $22
 $—
 $124
 $—
 $—
 $146
Restricted cash —
 —
 168
 —
 —
 168
Accounts receivable — trade 1
 2
 92
 1
 —
 96
Inventory —
 1
 38
 —
 —
 39
Notes receivable — current —
 —
 13
 —
 —
 13
Prepayments and other current assets —
 —
 18
 1
 —
 19
Total current assets 23
 3
 453
 2
 —
 481
             
Property, plant and equipment, net —
 58
 5,146
 —
 —
 5,204
Other Assets            
Investment in consolidated subsidiaries 1,823
 460
 —
 3,177
 (5,460) —
Equity investments in affiliates —
 233
 577
 368
 —
 1,178
Intangible assets, net —
 55
 1,173
 —
 —
 1,228
Other non-current assets —
 —
 63
 —
 —
 63
Total other assets 1,823
 748
 1,813
 3,545
 (5,460) 2,469
Total Assets $1,846
 $809
 $7,412
 $3,547
 $(5,460) $8,154
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) All significant intercompany transactions have been eliminated in consolidation.




NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
(Continued)
December 31, 2017
  
NRG Yield LLC (a)
 Other Guarantor Subsidiaries Non-Guarantor Subsidiaries NRG Yield Operating LLC
(Note Issuer)		 
Eliminations(b)
 Consolidated
LIABILITIES AND MEMBERS' EQUITY (In millions)
Current Liabilities            
Current portion of long-term debt — external $—
 $—
 $306
 $—
 $—
 $306
Accounts payable — trade —
 2
 25
 —
 —
 27
Accounts payable — affiliate —
 5
 27
 16
 —
 48
Derivative instruments —
 —
 17
 —
 —
 17
Accrued expenses and other current liabilities —
 1
 61
 25
 —
 87
Total current liabilities —
 8
 436
 41
 —
 485
Other Liabilities            
Long-term debt — external —
 —
 4,025
 896
 —
 4,921
Long-term debt — affiliate —
 —
 —
 618
 —
 618
Derivative instruments —
 —
 31
 —
 —
 31
Other non-current liabilities —
 —
 84
 7
 —
 91
Total non-current liabilities —
 —
 4,140
 1,521
 —
 5,661
Total Liabilities —
 8
 4,576
 1,562
 —
 6,146
Commitments and Contingencies            
Members' Equity            
Contributed capital 1,897
 863
 2,871
 2,097
 (5,831) 1,897
Retained earnings (accumulated deficit) 17
 (61) (21) (206) 288
 17
Accumulated other comprehensive loss (68) (1) (71) (68) 140
 (68)
Noncontrolling interest —
 —
 57
 162
 (57) 162
Total Members' Equity 1,846
 801
 2,836
 1,985
 (5,460) 2,008
Total Liabilities and Members’ Equity $1,846
 $809
 $7,412
 $3,547
 $(5,460) $8,154
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) All significant intercompany transactions have been eliminated in consolidation.



NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the year ended December 31, 2017
  
NRG Yield LLC (a)
 Other Guarantor Subsidiaries Non-Guarantor Subsidiaries NRG Yield Operating LLC (Note Issuer) Consolidated
  (In millions)
Net Cash Provided by (Used in) Operating Activities $—
 $58
 $529
 $(71) $516
Cash Flows from Investing Activities          
Changes in investments in consolidated subsidiaries (15) —
 —
 15
 —
Acquisition of Drop Down Assets, net of cash acquired —
 —
 —
 (250) (250)
Capital expenditures —
 (4) (27) —
 (31)
Cash receipts from notes receivable —
 —
 17
 —
 17
Return of investment from unconsolidated affiliates —
 10
 14
 23
 47
Investments in unconsolidated affiliates —
 (64) (7) (2) (73)
Other —
 —
 7
 —
 7
Net Cash Provided by (Used in) Investing Activities (15) (58) 4
 (214) (283)
Cash Flows from Financing Activities          
Net contributions from noncontrolling interests —
 —
 2
 11
 13
Net distributions and return of capital to NRG prior to the acquisition of Drop Down Assets —
 —
 (13) (7) (20)
Transfer of funds under intercompany cash management arrangement (5) —
 (1) 6
 —
Proceeds from the issuance of Class C units 33
 —
 —
 —
 33
(Payments of) proceeds from distributions (202) —
 (220) 220
 (202)
Proceeds from the revolving credit facility —
 —
 —
 55
 55
Proceeds from issuance of long-term debt —
 —
 41
 —
 41
Payments of debt issuance costs —
 —
 (4) —
 (4)
Payments for long-term debt — external —
 —
 (332) —
 (332)
Net Cash (Used in) Provided by Financing Activities (174) —
 (527) 285
 (416)
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash (189) —
 6
 —
 (183)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period 211
 —
 286
 —
 497
Cash, Cash Equivalents and Restricted Cash at End of Period $22
 $—
 $292
 $—
 $314
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.



NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2016
 
NRG Yield LLC (a) (c)
 Other Guarantor Subsidiaries 
Non-Guarantor Subsidiaries (c)
 
NRG Yield Operating LLC
(Note Issuer) (c)
 
Eliminations(b) (c)
 Consolidated
 (In millions)
Operating Revenues           
Total operating revenues$—
 $22
 $1,013
 $1
 $(1) $1,035
Operating Costs and Expenses           
Cost of operations—
 14
 294
 1
 (1) 308
Depreciation and amortization—
 5
 298
 —
 —
 303
Impairment losses—
 —
 185
 —
 —
 185
General and administrative2
 —
 —
 12
 —
 14
Acquisition-related transaction and integration costs—
 —
 —
 1
 —
 1
Total operating costs and expenses2
 19
 777
 14
 (1) 811
Operating Income (Loss)(2) 3
 236
 (13) —
 224
Other Income (Expense)           
Equity in earnings (losses) of consolidated affiliates128
 10
 —
 66
 (204) —
Equity in earnings of unconsolidated affiliates—
 9
 21
 30
 —
 60
Other income, net—
 —
 3
 —
 —
 3
Interest expense—
 —
 (206) (66) —
 (272)
Total other income (expense)128
 19
 (182) 30
 (204) (209)
Net Income126
 22
 54
 17
 (204) 15
Less: Net loss attributable to noncontrolling interests—
 —
 (1) (111) 1
 (111)
Net Income Attributable to NRG Yield LLC$126
 $22
 $55
 $128
 $(205) $126
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) All significant intercompany transactions have been eliminated in consolidation.
(c) Retrospectively adjusted as discussed in Note 1, Nature of Business.



NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Year Ended December 31, 2016

 
NRG Yield LLC (a) (c)
 Other Guarantor Subsidiaries 
Non-Guarantor Subsidiaries (c)
 
NRG Yield Operating LLC
(Note Issuer) (c)
 
Eliminations(b) (c)
 Consolidated
 (In millions)
Net Income$126
 $22
 $54
 $17
 $(204) $15
Other Comprehensive Income           
Unrealized gain on derivatives13
 1
 10
 13
 (24) 13
Other comprehensive income13
 1
 10
 13
 (24) 13
Comprehensive Income139
 23
 64
 30
 (228) 28
Less: Comprehensive loss attributable to noncontrolling interests—
 —
 (1) (111) 1
 (111)
Comprehensive Income Attributable to NRG Yield LLC$139
 $23
 $65
 $141
 $(229) $139
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) All significant intercompany transactions have been eliminated in consolidation.
(c) Retrospectively adjusted as discussed in Note 1, Nature of Business.



NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2016

  
NRG Yield LLC (a)(c)
 Other Guarantor Subsidiaries 
Non-Guarantor Subsidiaries (c)
 
NRG Yield Operating LLC
(Note Issuer) (c)
 
Eliminations(b)(c)
 Consolidated
ASSETS (In millions)
Current Assets            
Cash and cash equivalents $211
 $—
 $110
 $—
 $—
 $321
Restricted cash —
 —
 176
 —
 —
 176
Accounts receivable — trade —
 2
 94
 —
 —
 96
Inventory —
 2
 37
 —
 —
 39
Notes receivable — current —
 —
 16
 —
 —
 16
Prepayments and other current assets —
 —
 21
 1
 —
 22
Total current assets 211
 4
 454
 1
 —
 670
             
Property, plant and equipment, net —
 59
 5,495
 —
 —
 5,554
Other Assets            
Investment in consolidated subsidiaries 1,927
 527
 —
 3,272
 (5,726) —
Equity investments in affiliates —
 171
 600
 381
 —
 1,152
Intangible assets, net —
 56
 1,247
 —
 —
 1,303
Other non-current assets —
 —
 66
 1
 —
 67
Total other assets 1,927
 754
 1,913
 3,654
 (5,726) 2,522
Total Assets $2,138
 $817
 $7,862
 $3,655
 $(5,726) $8,746
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) All significant intercompany transactions have been eliminated in consolidation.
(c) Retrospectively adjusted as discussed in Note 1, Nature of Business.




NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
(Continued)
December 31, 2016

  
NRG Yield LLC (a) (c)
 Other Guarantor Subsidiaries 
Non-Guarantor Subsidiaries (c)
 
NRG Yield Operating LLC
(Note Issuer) (c)
 
Eliminations (b) (c)
 Consolidated
LIABILITIES AND MEMBERS' EQUITY (In millions)
Current Liabilities            
Current portion of long-term debt — external $—
 $—
 $323
 $—
 $—
 $323
Accounts payable — trade —
 2
 18
 3
 —
 23
Accounts payable — affiliate —
 7
 15
 18
 —
 40
Derivative instruments —
 —
 33
 —
 —
 33
Accrued expenses and other current liabilities —
 1
 60
 24
 —
 85
Total current liabilities —
 10
 449
 45
 —
 504
Other Liabilities           

Long-term debt — external —
 —
 4,289
 839
 —
 5,128
Long-term debt — affiliate —
 —
 —
 618
 —
 618
Accounts payable — affiliate —
 —
 9
 —
 —
 9
Derivative instruments —
 —
 46
 —
 —
 46
Other non-current liabilities —
 —
 77
 —
 —
 77
Total non-current liabilities —
 —
 4,421
 1,457
 —
 5,878
Total Liabilities —
 10
 4,870
 1,502
 —
 6,382
Commitments and Contingencies            
Members' Equity            
Contributed capital 2,179
 874
 2,972
 2,155
 (6,001) 2,179
Retained earnings (accumulated deficit) 44
 (65) 43
 (143) 165
 44
Accumulated other comprehensive loss (85) (2) (87) (85) 174
 (85)
Noncontrolling interest —
 —
 64
 226
 (64) 226
Total Members' Equity 2,138
 807
 2,992
 2,153
 (5,726) 2,364
Total Liabilities and Members’ Equity $2,138
 $817
 $7,862
 $3,655
 $(5,726) $8,746
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) All significant intercompany transactions have been eliminated in consolidation.
(c) Retrospectively adjusted as discussed in Note 1, Nature of Business.




NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2016
  
NRG Yield LLC (a) (b)
 Other Guarantor Subsidiaries 
Non-Guarantor Subsidiaries (b)
 
NRG Yield Operating LLC (Note Issuer) (b)
 Consolidated
   
Net Cash Provided by (Used in) Operating Activities $—
 $62
 $554
 $(39) $577
Cash Flows from Investing Activities          
Changes in investments in consolidated subsidiaries 325
 —
 (21) (304) —
Acquisition of Drop Down Assets —
 —
 —
 (77) (77)
Capital expenditures —
 —
 (20) —
 (20)
Cash receipts from notes receivable —
 —
 17
 —
 17
Return of investment from unconsolidated affiliates —
 16
 —
 12
 28
Investments in unconsolidated affiliates —
 (80) (3) —
 (83)
Other —
 —
 4
 —
 4
Net Cash Used in Investing Activities 325
 (64) (23) (369) (131)
Cash Flows from Financing Activities        
  
Transfer of funds under intercompany cash management arrangement 44
 2
 —
 (46) —
Net contributions from noncontrolling interests —
 —
 —
 5
 5
Net distributions and return of capital to NRG prior to the acquisition of Drop Down Assets —
 —
 (174) (10) (184)
(Payments of) proceeds from distributions (173) —
 (420) 420
 (173)
Proceeds from the revolving credit facility —
 —
 —
 60
 60
Payments for the revolving credit facility —
 —
 —
 (366) (366)
Proceeds from the issuance of long-term debt - external —
 —
 390
 350
 740
Payments of debt issuance costs —
 —
 (10) (5) (15)
Payments for long-term debt — external —
 —
 (269) —
 (269)
Net Cash Provided by (Used in) Financing Activities (129) 2
 (483) 408
 (202)
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash 196
 —
 48
 —
 244
Cash, Cash Equivalents and Restricted Cash at Beginning of Period 15
 —
 238
 —
 253
Cash, Cash Equivalents and Restricted Cash at End of Period $211
 $—
 $286
 $—
 $497
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) Retrospectively adjusted as discussed in Note 1, Nature of Business.



NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2015
 
NRG Yield LLC (a) (c)
 Other Guarantor Subsidiaries 
Non-Guarantor Subsidiaries (c)
 
NRG Yield Operating LLC (Note Issuer) (c)
 
Eliminations(b) (c)
 Consolidated
 (In millions)
Operating Revenues           
Total operating revenues$—
 $21
 $937
 $10
 $—
 $968
Operating Costs and Expenses           
Cost of operations—
 14
 309
 —
 —
 323
Depreciation and amortization—
 4
 299
 —
 —
 303
Impairment losses—
 —
 1
 —
 —
 1
General and administrative—
 —
 —
 10
 —
 10
Acquisition-related transaction and integration costs—
 —
 —
 3
 —
 3
Total operating costs and expenses—
 18
 609
 13
 —
 640
Operating Income (Loss)—
 3
 328
 (3) —
 328
Other Income (Expense)           
Equity in earnings (losses) of consolidated affiliates157
 (43) —
 125
 (239) —
Equity in (losses) earnings of unconsolidated affiliates—
 (2) 8
 25
 —
 31
Other income, net—
 —
 3
 —
 —
 3
Loss on debt extinguishment—
 —
 (9) —
 —
 (9)
Interest expense—
 —
 (206) (52) —
 (258)
Total other income (expense), net157
 (45) (204) 98
 (239) (233)
Net Income (Loss)157
 (42) 124
 95
 (239) 95
Less: Net loss attributable to noncontrolling interests—
 —
 (2) (62) 2
 (62)
Net Income (Loss) Attributable to NRG Yield LLC$157
 $(42) $126
 $157
 $(241) $157
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) All significant intercompany transactions have been eliminated in consolidation.
(c) Retrospectively adjusted as discussed in Note 1, Nature of Business.



NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
For the Year Ended December 31, 2015

 
NRG Yield LLC (a) (c)
 Other Guarantor Subsidiaries 
Non-Guarantor Subsidiaries (c)
 
NRG Yield Operating LLC
(Note Issuer) (c)
 
Eliminations (b) (c)
 Consolidated
 (In millions)
Net Income (Loss)$157
 $(42) $124
 $95
 $(239) $95
Other Comprehensive Loss           
Unrealized loss on derivatives(16) —
 (16) (17) 32
 (17)
Other comprehensive loss(16) —
 (16) (17) 32
 (17)
Comprehensive Income (Loss)141
 (42) 108
 78
 (207) 78
Less: Comprehensive loss attributable to noncontrolling interests—
 —
 (2) (63) 2
 (63)
Comprehensive Income (Loss) Attributable to NRG Yield LLC$141
 $(42) $110
 $141
 $(209) $141
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) All significant intercompany transactions have been eliminated in consolidation.
(c) Retrospectively adjusted as discussed in Note 1, Nature of Business.




NRG YIELD LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 2015

          
 
NRG Yield LLC (a) (b)
 Other Guarantor Subsidiaries 
Non-Guarantor Subsidiaries (b)
 
NRG Yield Operating LLC (Note Issuer) (b)
 Consolidated
 (In millions)
Net Cash Provided by (Used in) Operating Activities$—
 $19
 $423
 $(18) $424
Cash Flows from Investing Activities         
Changes in investments in consolidated subsidiaries(464) —
 285
 179
 —
Acquisition of businesses, net of cash acquired—
 —
 —
 (37) (37)
Acquisition of Drop Down Assets, net of cash acquired—
 —
 —
 (698) (698)
Capital expenditures—
 —
 (29) —
 (29)
Cash receipts from notes receivable—
 —
 17
 —
 17
Return of investment from unconsolidated affiliates—
 —
 —
 42
 42
Investments in unconsolidated affiliates—
 (28)—
—
 (374) (402)
Other—
 —
 9
 —
 9
Net Cash (Used in) Provided by Investing Activities(464) (28) 282
 (888) (1,098)
Cash Flows from Financing Activities         
Transfer of funds under intercompany cash management arrangement(309) 9
 —
 300
 —
Net contributions from noncontrolling interests—
 —
 —
 122
 122
Net distributions and return of capital to NRG prior to the acquisition of Drop Down Assets—
 —
 (79) —
 (79)
Proceeds from the issuance of Class C units599
 —
 —
 —
 599
(Payments of) proceeds from distributions(139) —
 (392) 392
 (139)
Proceeds from the revolving credit facility—
 —
 —
 551
 551
Payments for the revolving credit facility—
 —
 —
 (245) (245)
Proceeds from issuance of long-term debt — external—
 —
 6
 —
 6
Proceeds from issuance of long-term debt — affiliate—
 —
 —
 281
 281
Payments for long-term debt — external—
 —
 (241) (494) (735)
Payment of debt issuance costs—
 —
 (6) (1) (7)
Net Cash Provided by (Used in) Financing Activities151
 9
 (712) 906
 354
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash(313) —
 (7) —
 (320)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period328
 —
 245
 —
 573
Cash, Cash Equivalents and Restricted Cash at End of Period$15
 $—
 $238
 $—
 $253
(a) Shown separately from the other guarantors in lieu of preparing Schedule I pursuant to the requirements of Rule 5-04(c) of Regulation S-X.
(b) Retrospectively adjusted as discussed in Note 1, Nature of Business.



EXHIBIT INDEX
NumberDescriptionMethod of Filing
2.12.1*Incorporated herein by reference to Exhibit 2.1 to NRG Yield, Inc.’s Current Report on Form 8-K filed on May 9, 2014.
2.2
Purchase and Sale Agreement, dated as of May 5, 2014, by and between NRG Solar PV LLC and NRG Yield Operating LLC.
Incorporated herein by reference to Exhibit 2.2 to NRG Yield, Inc.’s Current Report on Form 8-K filed on May 9, 2014.
2.3
Purchase and Sale Agreement, dated as of May 5, 2014, by and between NRG Solar PV LLC and NRG Yield Operating LLC.
Incorporated herein by reference to Exhibit 2.3 to NRG Yield, Inc.’s Current Report on Form 8-K filed on May 9, 2014.
2.4
Purchase and Sale Agreement, dated June 3, 2014, by and among NRG Yield, Inc., NRG Yield Operating LLC, Terra-Gen Finance Company, LLC, NTD AWAM Holdings, LLC, CHIPS Alta Wind X Holding Company, LLC and CHIPS Alta Wind XI Holding Company, LLC.
Incorporated herein by reference to Exhibit 10.1 to NRG Yield, Inc.’s Current Report on Form 8-K filed on June 9, 2014.
2.5
Purchase and Sale Agreement, dated as of November 4, 2014, by and between NRG Wind LLC and NRG Yield Operating LLC.
Incorporated herein by reference to Exhibit 2.1 to NRG Yield, Inc.’s Current Report on Form 8-K filed on November 7, 2014.
2.6
Purchase and Sale Agreement, dated as of November 4, 2014, by and between NRG Arroyo Nogales LLC and NRG Yield Operating LLC.
Incorporated herein by reference to Exhibit 2.2 to NRG Yield, Inc.’s Current Report on Form 8-K filed on November 7, 2014.
2.7*^
Purchase and Sale Agreement, dated as of June 17, 2015, by and between EFS Desert Sun, LLC and NRG Yield Operating LLC.
Incorporated herein by reference to Exhibit 2.1 to NRG Yield, Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2015.
2.8
Purchase and Sale Agreement, dated as of September 17, 2015, by and between NRG Energy Gas & Wind Holdings, Inc. and NRG Yield Operating LLC.

Incorporated herein by reference to Exhibit 2.1 to NRG Yield, Inc.’s Current Report on Form 8-K filed on September 21, 2015.

2.9
Purchase and Sale Agreement, dated as of August 8, 2016, between NRG Solar CVSR Holdings 2 LLC and NRG Yield Operating LLC.
Incorporated herein by reference to Exhibit 2.1 to NRG Yield, Inc.'s Current Report on Form 8-K, filed on August 9, 2016.
2.10*
Purchase and Sale Agreement, dated as of February 6, 2018, by and between NRG Gas Development Company, LLC and NRG Yield Operating LLC.

Incorporated herein by reference to Exhibit 2.10 to NRG Yield,Clearway Energy, Inc.'s Annual Report on Form 10-K filed on March 1, 2018.

3.12.2*Incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on December 9, 2019.
2.3Incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on November 20, 2020.
3.1Incorporated herein by reference to Exhibit 3.01(a) to the Company's Registration Statement on Form S-4 filed on April 13, 2015.
3.2
Certificate of Amendment of Certificate of Formation of NRG Yield Operating LLC.
Incorporated herein by reference to Exhibit 3.01(b) to the Company's Registration Statement on Form S-4 filed on April 13, 2015.
3.3Incorporated herein by reference to Exhibit 3.023.3. to the Company's Registration StatementAnnual Report on Form S-410-K filed on April 13, 2015.February 28, 2019.
3.4Incorporated herein by reference to Exhibit 3.03(a) to the Company's Registration Statement on Form S-4 filed on April 13, 2015.
3.5Incorporated herein by reference to Exhibit 3.03(b) to the Company's Registration Statement on Form S-4 filed on April 13, 2015.
3.6
ThirdFourth Amended and Restated Limited Liability Company Agreement of NRG Yield LLC, dated as of May 14, 2015.August 31, 2018, by and between NRG Yield, Inc. and Zephyr Renewables LLC.
Incorporated herein by reference to Exhibit 10.410.6 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on May 15, 2015.September 5, 2018.
4.1Incorporated herein by reference to Exhibit 4.1 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on August 5, 2014.


4.2Incorporated herein by reference to Exhibit 4.2 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on August 5, 2014.
4.3
Registration Rights Agreement, dated August 5, 2014,October 1, 2018, among NRG YieldClearway Energy Operating LLC, the guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated,RBC Capital Markets, LLC, as representative of the initial purchasers.

Incorporated herein by reference to Exhibit 4.3 to NRG Yield, Inc.'sthe Company's Current Report on Form 8-K filed on August 5, 2014.October 2, 2018.
4.4Incorporated herein by reference to Exhibit 4.1 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on November 13, 2014.
4.5Incorporated herein by reference to Exhibit 4.1 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on February 27, 2015.
4.6
Third Supplemental Indenture, dated as of April 10, 2015, among NRG Yield Operating LLC, NRG Yield LLC, the other guarantors named therein and Law Debenture Trust Company of New York.
Incorporated herein by reference to Exhibit 4.07 to the Company's Registration Statement on Form S-4 filed on April 13, 2015.
4.7
Fourth Supplemental Indenture, dated as of May 8, 2015, among NRG Yield Operating LLC, the guarantors named therein and Law Debenture Trust Company of New York.
Incorporated herein by reference to Exhibit 4.1 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on May 8, 2015.
4.8
Indenture, dated June 29, 2015, among NRG Yield, Inc., NRG Yield Operating LLC and NRG Yield LLC, as Guarantors, and Wilmington Trust, National Association, as Trustee.
Incorporated herein by reference to Exhibit 4.1 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on June 29, 2015.
4.9
Form of 3.25% Convertible Senior Note due 2020.


Incorporated herein by reference to Exhibit 4.2 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on June 29, 2015.2015.
153
4.10
Indenture, dated August 18, 2016, among NRG Yield Operating LLC, the guarantors named therein and Law Debenture Trust Company of New York.
Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on August 18, 2016.
4.11
Form of 5.000% Senior Note due 2026.


Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on August 18, 2016.
4.12
Registration Rights Agreement, dated August 18, 2016, among NRG Yield Operating LLC, the guarantors named therein and J.P. Morgan Securities LLC, as representative of the initial purchasers.
Incorporated herein by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed on August 18, 2016.
4.13
Fifth Supplemental Indenture, dated as of January 29, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on January 31, 2018.
4.14
Sixth Supplemental Indenture, dated as of June 12, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 12, 2018.

4.15
Supplemental Indenture, dated as of January 29, 2018, among NRG Yield Operating LLC, the guarantors named therein and the Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on January 31, 2018.


10.14.16
Amended and Restated Registration Rights Agreement,Second Supplemental Indenture, dated as of May 14, 2015, by and between NRG Energy, Inc. andJune 12, 2018, among NRG Yield Inc.Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on June 12, 2018.

4.17Seventh Supplemental Indenture, dated as of July 17, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q filed on August 2, 2018.

4.18
Third Supplemental Indenture, dated as of July 17, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q filed on August 2, 2018.

4.19
Eighth Supplemental Indenture, dated as of August 30, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 6, 2018.

4.20
Fourth Supplemental Indenture, dated as of August 30, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 6, 2018.

4.21
Indenture, dated October 1, 2018, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company, as trustee.
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on October 2, 2018.

4.22
Form of 5.750% Senior Notes due 2025

Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on October 2, 2018.

4.23
Ninth Supplemental Indenture, dated as of October 25, 2018, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on October 31, 2018.

4.24
Fifth Supplemental Indenture, dated as of October 25, 2018, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on October 31, 2018.

4.25
First Supplemental Indenture, dated as of October 25, 2018, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.
Incorporated herein by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on October 31, 2018.

154
4.26
Tenth Supplemental Indenture, dated as of December 7, 2018, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 10.24.1 to NRG Yield, Inc.'sthe Company's Current Report on Form 8-K filed on May 15, 2015.December 12, 2018.
10.24.27
Amended and Restated Exchange Agreement,Sixth Supplemental Indenture, dated as of May 14, 2015, byDecember 7, 2018, among Clearway Energy Operating LLC, the guarantors named therein and among NRG Energy, Inc., NRG Yield, Inc. and NRG Yield LLC.Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 10.14.2 to NRG Yield, Inc.'sthe Company's Current Report on Form 8-K filed on May 15, 2015.December 12, 2018.
10.34.28
Second Supplemental Indenture, dated as of December 7, 2018, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.
Incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on December 12, 2018.
4.29
Eleventh Supplement Indenture, dated as of September 6, 2019, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 12, 2019.
4.30
Seventh Supplemental Indenture, dated as of September 6, 2019, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 12, 2019.
4.31
Third Supplemental Indenture, dated as of September 6, 2019, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.
Incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on September 12, 2019.

4.32
Twelfth Supplemental Indenture, dated as of November 21, 2019, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 22, 2019.
4.33
Eighth Supplemental Indenture, dated as of November 21, 2019, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 22, 2019.

4.34
Fourth Supplemental Indenture, dated as of November 21, 2019, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.
Incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 22, 2019.

4.35
Indenture, dated December 11, 2019, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company, as trustee.
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 12, 2019.
4.36
Form of 4.750% Senior Note due 2028.
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 12, 2019.

4.37Filed herewith.
4.38Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 8, 2020.
4.39Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 8, 2020.
4.40Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on January 8, 2020.
4.41Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 3, 2020.
4.42Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 3, 2020.
155
4.43Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 3, 2020.
4.44Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 21, 2020.
4.45Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on July 21, 2020.
4.46Incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on July 21, 2020.
4.47Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 20, 2020.
4.48Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 20, 2020.
4.49Incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August 20, 2020.
4.50Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 19, 2020.
4.51Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 19, 2020.
4.52Incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 19, 2020.
4.53Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 4, 2020.
4.54Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 4, 2020.
4.55Incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on December 4, 2020.
4.56Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 29, 2020.
4.57Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 29, 2020.
4.58Incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on December 29, 2020.
4.59Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 5, 2021.
4.60Incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 5, 2021.
4.61Incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on February 5, 2021.
10.1
Third Amended and Restated Right of First Offer Agreement, dated as of February 24, 2017,August 31, 2018, by and between NRG Energy,Yield, Inc. and NRG Energy, Inc.
Incorporated herein by reference to Exhibit 10.5 to Clearway Energy, Inc.'s Current Report on Form 8-K filed on September 5, 2018.
156
10.2.1
Right of First Offer Agreement, dated as of August 31, 2018, by and among NRG Yield, Inc., Zephyr Renewables LLC and solely for purposes of Section 2.4, GIP III Zephyr Acquisition Partners, L.P.
Incorporated herein by reference to Exhibit 10.3 to NRG Yield,Clearway Energy, Inc.'s AnnualCurrent Report on Form 10-K8-K filed on September 5, 2018.
10.2.2Incorporated herein by reference to Exhibit 10.1 to Clearway Energy, Inc.'s Current Report on Form 8-K filed on February 28, 2017.14, 2019.
10.410.2.3Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2019.
10.2.4Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 9, 2019.
10.3
Master Services Agreement, dated as of July 22, 2013,August 31, 2018, by and betweenamong NRG Yield, Inc., NRG Yield LLC, NRG Yield Operating LLC and Zephyr Renewables LLC.
Incorporated herein by reference to Exhibit 10.1 to Clearway Energy, Inc.,'s Current Report on Form 8-K filed on September 5, 2018.
10.4
Master Services Agreement, dated as of August 31, 2018, by and among Zephyr Renewables LLC, NRG Yield, Inc., NRG Yield LLC, and NRG Yield Operating LLC.
Incorporated herein by reference to Exhibit 10.410.2 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on July 26, 2013.September 5, 2018.
10.5
Trademark LicenseTermination Agreement, dated as of July 22, 2013,August 31, 2018, by and betweenamong NRG Yield, Inc., NRG Yield LLC, NRG Yield Operating LLC and NRG Energy, Inc. and NRG Yield, Inc.
Incorporated herein by reference to Exhibit 10.510.9 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on July 26, 2013.
10.6
Loan Guarantee Agreement, dated as of September 30, 2011, by and among High Plains Ranch II, LLC, as borrower, the U.S. Department of Energy, as guarantor, and the U.S. Department of Energy, as loan servicer.
Incorporated herein by reference to Exhibit 10.8 to NRG Yield, Inc.'s Draft Registration Statement on Form S-1 filed on February 13, 2013.


5, 2018.
10.710.6.1Incorporated herein by reference to Exhibit 10.11 to NRG Yield, Inc.'s Draft Registration Statement on Form S-1 filed on February 13, 2013.
10.8
Asset Management Agreement, dated as of August 30, 2012, by and between NRG Solar Avra Valley LLC and NRG Solar Asset Management LLC.
Incorporated herein by reference to Exhibit 10.12 to NRG Yield, Inc.'s Draft Registration Statement on Form S-1 filed on February 13, 2013.
10.9
Operation and Maintenance Agreement, dated as of August 1, 2012, by and between NRG Energy Services LLC and NRG Solar Borrego I LLC.
Incorporated herein by reference to Exhibit 10.13 to NRG Yield, Inc.'s Draft Registration Statement on Form S-1 filed on February 13, 2013.
10.10
Asset Management Agreement, dated as of March 15, 2012, by and between NRG Solar Alpine LLC and NRG Solar Asset Management LLC.
Incorporated herein by reference to Exhibit 10.14 to NRG Yield, Inc.'s Draft Registration Statement on Form S-1 filed on February 13, 2013.
10.11
Operation and Maintenance Agreement, dated as of September 30, 2011, by and between NRG Energy Services LLC and High Plains Ranch II, LLC.
Incorporated herein by reference to Exhibit 10.15 to NRG Yield, Inc.'s Draft Registration Statement on Form S-1 filed on February 13, 2013.
10.12
Project Administration Agreement, dated as of August 16, 2010, by and between South Trent Wind LLC and NRG Texas Power LLC.
Incorporated herein by reference to Exhibit 10.16 to NRG Yield, Inc.'s Draft Registration Statement on Form S-1 filed on February 13, 2013.
10.13
Operation and Maintenance Agreement, dated as of April 24, 2009, by and between GenConn Devon LLC and Devon Power LLC.
Incorporated herein by reference to Exhibit 10.15 to NRG Yield, Inc.'s Registration Statement on Form S-1 filed on June 6, 2013.
10.14
Operation and Maintenance Agreement, dated as of April 24, 2009, by and between GenConn Middletown LLC and Middletown Power LLC.
Incorporated herein by reference to Exhibit 10.16 to NRG Yield, Inc.'s Registration Statement on Form S-1 filed on June 7, 2013.
10.15
Administrative Services Agreement, dated as of April 2, 2009, by and between GenOn Energy Services, LLC (formerly Mirant Services, LLC) and NRG Marsh Landing, LLC (formerly Mirant Marsh Landing, LLC.
Incorporated herein by reference to Exhibit 10.17 to NRG Yield, Inc.'s Registration Statement on Form S-1 filed on June 7, 2013.
10.16
Form of Indemnification Agreement.
Incorporated herein by reference to Exhibit 10.20 to NRG Yield, Inc.'s Registration Statement on Form S-1/A filed on June 21, 2013.
10.17.1
Amended and Restated Credit Agreement, dated April 25, 2014, by and among NRG Yield Operating LLC, NRG Yield LLC, Royal Bank of Canada, as Administrative Agent, the lenders party thereto, Royal Bank of Canada, Goldman Sachs Bank USA and Bank of America, N.A., as L/C Issuers and RBC Capital Markets as Sole Left Lead Arranger and Sole Left Lead Book Runner.
Incorporated by reference to Exhibit 10.1 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on April 28, 2014.
10.17.210.6.2
First Amendment to Amended & Restated Credit Agreement, dated June 26, 2015, by and among NRG Yield Operating LLC, NRG Yield LLC, Royal Bank of Canada and the Lenders party thereto.

Incorporated herein by reference to Exhibit 10.9 to NRG Yield,Clearway Energy, Inc.'s Quarterly Report on Form 10-Q filed on August 4, 2015.


10.17.310.6.3

Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 12, 2018.


10.18.110.6.4
Third Amendment to Amended and Restated Credit Agreement and Administrative Agent Resignation and Appointment Agreement, dated as of August 23, 2011,April 30, 2018, by and among NRG West HoldingsYield Operating LLC, ING CapitalNRG Yield LLC, Unionthe guarantors party thereto, Royal Bank of Canada, as Resigning Administrative Agent, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, Ltd., RBS Securities Inc., Credit Agricole Corporateas Successor Administrative Agent, and Investment Bank, and each ofthe lenders and issuing banksparty thereto.*
Incorporated herein by reference to Exhibit 10.210.1 to NRG Yield, Inc.'sthe Company's Quarterly Report on Form 10-Q filed on August 7, 2014.May 3, 2018.
10.18.210.6.5

Incorporated herein by reference to Exhibit 10.310.1 to NRG Yield, Inc.'s Quarterlythe Company's Current Report on Form 10-Q8-K filed on August 7, 2014.December 6, 2018.
10.18.310.6.6

Incorporated herein by reference to Exhibit 10.410.1 to NRG Yield, Inc.'s Quarterlythe Company's Current Report on Form 10-Q8-K filed on August 7, 2014.
10.18.4
Amendment No. 3 to the Credit Agreement, dated as of January 27, 2014, by and between NRG West Holdings LLC and Credit Agricole Corporate and Investment Bank.
Incorporated herein by reference to Exhibit 10.6 to NRG Yield, Inc.'s Quarterly Report on Form 10-Q filed on August 4, 2015.
10.18.5
Amendment No. 4 to the Credit Agreement and Amendment No. 1 to the Collateral Agreement, dated as of May 16, 2014, by and between NRG West Holdings LLC, El Segundo Energy Center LLC and Credit Agricole Corporate and Investment Bank.
Incorporated herein by reference to Exhibit 10.7 to NRG Yield, Inc.'s Quarterly Report on Form 10-Q filed on August 4, 2015.



December 23, 2019.
10.18.610.7^
Amendment No. 5 to the Credit Agreement, dated as of May 29, 2015, by and between NRG West Holdings LLC and ING Capital LLC.

Incorporated herein by reference to Exhibit 10.8 to NRG Yield, Inc.'s Quarterly Report on Form 10-Q filed on August 4, 2015.

10.19.1
Amended and Restated Credit Agreement, dated July 17, 2014, by and among NRG Marsh Landing LLC, The Royal Bank of Scotland Plc, Deutsche Bank Trust Company Americas and the lenders party thereto.
Incorporated herein by reference to Exhibit 10.5 to NRG Yield, Inc.'s Quarterly Report on Form 10-Q filed on August 7, 2014.
10.19.2
First Amendment to the Credit Agreement and Collateral Agency and Intercreditor Agreement, dated July 17, 2014, by and among NRG Marsh Landing LLC, The Royal Bank of Scotland Plc, Deutsche Bank Trust Company Americas and the lenders party thereto.
Incorporated herein by reference to Exhibit 10.6 to NRG Yield, Inc.'s Quarterly Report on Form 10-Q filed on August 7, 2014.
10.20^
Amended and Restated Limited Liability Company Agreement of NRG RPV Holdco 1 LLC, dated as of April 9, 2015.

Incorporated herein by reference to Exhibit 10.1 to NRG Yield,Clearway Energy, Inc.'s Quarterly Report on Form 10-Q filed on August 4, 2015.
10.21^10.8^
Amended and Restated Limited Liability Company Agreement of NRG DGPV Holdco 1 LLC, dated as of May 8, 2015.

Incorporated herein by reference to Exhibit 10.2 to NRG Yield,Clearway Energy, Inc.'s Quarterly Report on Form 10-Q filed on August 4, 2015.
10.22^10.9^
Incorporated herein by reference to Exhibit 10.1 to NRG Yield,Clearway Energy, Inc.'s Quarterly Report on Form 10-Q filed on May 5, 2016.
157

10.23^10.10^
Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of NRG DGPV Holdco 1 LLC, dated as of March 1, 2016, by and among NRG Yield DGPV Holding LLC, NRG Renew DG Holdings LLC and NRG Renew LLC.
Incorporated herein by reference to Exhibit 10.2 to NRG Yield,Clearway Energy, Inc.'s Quarterly Report on Form 10-Q filed on May 5, 2016.


10.24^10.11^
Amended and Restated Limited Liability Company Agreement of NRG DGPV Holdco 2 LLC, dated as of March 1, 2016, by and among NRG Yield DGPV Holding LLC, NRG Renew DG Holdings LLC, and NRG Renew LLC.
Incorporated herein by reference to Exhibit 10.3 to NRG Yield,Clearway Energy, Inc.'s Quarterly Report on Form 10-Q filed on May 5, 2016.
10.2510.12
Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of NRG RPV Holdco 1 LLC, dated as of August 5, 2016, by and between NRG Yield RPV Holding LLC and NRG Residential Solar Solutions LLC.
Incorporated herein by reference to Exhibit 10.1 to NRG Yield,Clearway Energy, Inc.'s Quarterly Report on Form 10-Q, filed on August 9, 2016.


10.26†10.13†
Employment Agreement, dated as of May 6, 2016, between NRG Yield, Inc. and Christopher S. Sotos.

Incorporated herein by reference to Exhibit 10.1 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K/A, filed on August 9, 2016.
10.27†10.14†
Amendment, dated January 1, 2018 to Employment Agreement between NRG Yield, Inc. and Christopher Sotos.

Incorporated herein by reference to Exhibit 10.28 to NRG Yield,Clearway Energy, Inc.'s Annual Report on Form 10-K, filed on March 1, 2018.
10.28^10.15
ConsentAssignment and IndemnityAssumption Agreement, effective as of February 26, 2019, among Clearway Energy Operating LLC and GIP III Zephyr Carlsbad Holdings, LLC.
Incorporated herein by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K filed on February 28, 2019.
10.16

Incorporated herein by reference to Exhibit 10.3410.1 to NRG Yield,Clearway Energy, Inc.'s Current Report on Form 8-K filed on May 15, 2015.
10.17†Incorporated herein by reference to Exhibit 10.26 to the Clearway Energy, Inc. Annual Report on Form 10-K filed on March 1, 2018.

2, 2020.
12.110.18†Filed herewith.
21.110.19†Filed herewith.
10.20*^Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 20, 2020.    
10.21*^Incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 20, 2020.
10.22*^Incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 20, 2020.
10.23Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 5, 2020.
10.24†*Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 22, 2020.
10.25†*Incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 22, 2020.
10.26†*Incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 22, 2020.
10.27*^Filed herewith.
21.1Filed herewith.
31.122.1Filed herewith.
24.1Included on the signature page of this Annual Report on Form 10-K.
31.1Filed herewith.
158
31.2Filed herewith.
31.3Filed herewith.
32Furnished herewith.
101 INSInline XBRL Instance Document.Filed herewith.
101 SCHInline XBRL Taxonomy Extension Schema.Filed herewith.
101 CALInline XBRL Taxonomy Extension Calculation Linkbase.Filed herewith.
101 DEFInline XBRL Taxonomy Extension Definition Linkbase.Filed herewith.
101 LABInline XBRL Taxonomy Extension Label Linkbase.Filed herewith.
101 PREInline XBRL Taxonomy Extension Presentation Linkbase.Filed herewith.
104
Cover Page Interactive Data File (the cover page interactive data file does not appear in Exhibit 104 because its Inline XBRL tags are embedded within the Inline XBRL document)




†Indicates exhibits that constitute compensatory plans or arrangements.
*This filing excludes schedules pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementary to the Securities and Exchange Commission upon request by the Commission.
^
Portions ofInformation in this exhibit haveidentified by the mark “[***]” is confidential and has been redacted and are subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commissionexcluded pursuant to Rule 24b-2 underItem 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to the Securities Exchange Act of 1934, as amended.

Registrant if disclosed.


159


Item 16 — Form 10-K Summary
None.
160




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.
NRG YIELDCLEARWAY ENERGY LLC

(Registrant) 
/s/ CHRISTOPHER S. SOTOS  
Christopher S. Sotos
Chief Executive Officer
(Principal Executive Officer)
Date: March 1, 20182021
POWER OF ATTORNEY


Each person whose signature appears below constitutes and appoints David R. HillChristopher S. Sotos, Kevin P. Malcarney and Brian E. Curci,Michael A. Brown, each or any of them, such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to this report on Form 10-K, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as such person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicatedand on March 1, 2018.the dates indicated.


SignaturesTitle
/s/ CHRISTOPHER S. SOTOSPresident and Chief Executive Officer
Christopher S. Sotosof Clearway Energy LLC (Principal Executive Officer)
Date:March 1, 2021
SignaturesTitle
/s/ CHRISTOPHER S. SOTOSPresident and Chief Executive Officer
Christopher S. Sotosof NRG Yield LLC (Principal Executive Officer)
Date:March 1, 2018
/s/ CHAD PLOTKINSenior Vice President and Chief Financial Officer
Chad Plotkinof NRG YieldClearway Energy LLC (Principal Financial Officer)
Date:March 1, 20182021
/s/ DAVID CALLENSenior Vice President and Chief Accounting Officer
David Callenof NRG Yield LLC (Principal Accounting Officer)
Date:March 1, 2018
NRG YIELD, INC.Sole Managing Member
/s/ CHRISTOPHER S. SOTOSPresident and Chief Executive Officer
Christopher S. Sotosof NRG Yield, Inc.
Date:March 1, 2018








Signature/s/ SARAH RUBENSTEINTitleVice President, Accounting & ControllerDate
Sarah Rubensteinof Clearway Energy LLC (Principal Accounting Officer)
Date:March 1, 2021
CLEARWAY ENERGY, INC.Sole Managing Member
/s/ KIRKLAND B. ANDREWS CHRISTOPHER S. SOTOSPresident and Chief Executive Officer
Christopher S. Sotosof Clearway Energy, Inc.
Date:March 1, 2021



161



SignatureTitleDate
/s/ NATHANIEL ANSCHUETZDirector of NRG Yield,Clearway Energy, Inc.March 1, 20182021
Kirkland B. AndrewsNathaniel AnschuetzSole Managing Member of NRG YieldClearway Energy LLC
/s/ JOHN CHILLEMIJONATHAN BRAMDirector of NRG Yield,Clearway Energy, Inc.March 1, 20182021
John ChillemiJonathan BramSole Managing Member of NRG YieldClearway Energy LLC
/s/ JOHN CHLEBOWSKIBRIAN FORDDirector of NRG Yield,Clearway Energy, Inc.March 1, 20182021
John ChlebowskiBrian FordSole Managing Member of NRG YieldClearway Energy LLC
/s/ BRIAN FORDBRUCE MACLENNANDirector of NRG Yield,Clearway Energy, Inc.March 1, 20182021
Brian FordBruce MacLennanSole Managing Member of NRG YieldClearway Energy LLC
/s/ MAURICIO GUTIERREZFERRELL MCCLEAN  Director of NRG Yield,Clearway Energy, Inc.March 1, 20182021
Mauricio GutierrezFerrell McCleanSole Managing Member of NRG YieldClearway Energy LLC
/s/ FERRELL MCCLEAN  DANIEL B. MOREDirector of NRG Yield,Clearway Energy, Inc.March 1, 20182021
Ferrell McCleanDaniel B. MoreSole Managing Member of NRG YieldClearway Energy LLC
/s/ E. STANLEY O'NEALDirector of Clearway Energy, Inc.March 1, 2021
E. Stanley O'NealSole Managing Member of Clearway Energy LLC
/s/ CHRISTOPHER S. SOTOSDirector of NRG Yield,Clearway Energy, Inc.March 1, 20182021
Christopher S. SotosSole Managing Member of NRG YieldClearway Energy LLC
/s/ SCOTT STANLEYDirector of Clearway Energy, Inc.March 1, 2021
Scott StanleySole Managing Member of Clearway Energy LLC



162

Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act
No annual report or proxy materials has been sent to securities holders and no such report or proxy material is to be furnished to securities holders subsequent to the filing of the annual report on this Form 10-K.



127
163