Clearway Energy
Annual Report 2020

Plain-text annual report

2020FORM 10-KSTOCKHOLDER INFORMATIONSTOCK TRANSFER AGENT & REGISTRARShareholder correspondence should be mailed to:ComputersharePO Box 505000Louisville KY 40233-5000STOCKHOLDER INQUIRIESOvernight correspondence should be mailed to:Computershare462 South 4th Street Suite 1600Louisville KY 402021 (877) 373-6374Email: shareholder@computershare.comOnline inquires: www-us.computershare.com/Investor/#ContactWebsite: www.computershare.com/investorSend certificates for transfers & address changes to:ComputersharePO Box 505000Louisville KY 40233-5000STOCK LISTINGClearway Energy’s Class A and Class C common stock are listed on theNew York Stock Exchange under the ticker symbols CWEN.A and CWEN respectivelyFINANCIAL INFORMATIONClearway Energy’s Annual Report Form 10-K Proxy Statementand other SEC Filings are available at www.clearwayenergy.com UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year endedDecember 31, 2020☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition period from to .Commission File Number: 001-36002Clearway Energy, Inc.(Exact name of registrant as specified in its charter)Delaware46-1777204(State or other jurisdictionof incorporation or organization)(I.R.S. EmployerIdentification No.)300 Carnegie Center, Suite 300PrincetonNew Jersey08540(Address of principal executive offices)(Zip Code)(609) 608-1525(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredClass A Common Stock, par value $0.01CWEN.ANew York Stock ExchangeClass C Common Stock, par value $0.01CWENNew York Stock Exchange Securities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐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 ☐ No ☒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 thepreceding 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 past90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐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 growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the ExchangeAct. Large accelerated filer☒Accelerated filer☐Non-accelerated filer ☐Smaller reporting company☐Emerging growth 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 accountingstandards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No xIndicate 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 undersection 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 ☐As of the last business day of the most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held by non-affiliates was approximately$1,786,941,297 based on the closing sale prices of such shares as reported on the New York Stock Exchange.Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date. ClassOutstanding at January 31, 2021Common Stock, Class A, par value $0.01 per share34,599,645Common Stock, Class B, par value $0.01 per share42,738,750Common Stock, Class C, par value $0.01 per share81,635,540Common Stock, Class D, par value $0.01 per share42,738,750 Documents Incorporated by Reference:Portions of the Registrant's Definitive Proxy Statement relating to its 2021 Annual Meeting of Stockholdersare incorporated by reference into Part III of this Annual Report on Form 10-K1 TABLE OF CONTENTSIndexGLOSSARY OF TERMS3PART I6Item 1 — Business6Item 1A — Risk Factors15Item 1B — Unresolved Staff Comments38Item 2 — Properties39Item 3 — Legal Proceedings42Item 4 — Mine Safety Disclosures42PART II43Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities43Item 6 — Selected Financial Data45Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations46Item 7A — Quantitative and Qualitative Disclosures About Market Risk70Item 8 — Financial Statements and Supplementary Data71Item 9 — Changes in Disagreements With Accountants on Accounting and Financial Disclosure71Item 9A — Controls and Procedures71Item 9B — Other Information73PART III74Item 10 — Directors, Executive Officers and Corporate Governance74Item 11 — Executive Compensation77Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters77Item 13 — Certain Relationships and Related Transactions, and Director Independence77Item 14 — Principal Accounting Fees and Services77PART IV78Item 15 — Exhibits, Financial Statement Schedules78EXHIBIT INDEX146Item 16 — Form 10-K Summary1542 GLOSSARY OF TERMSWhen the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:2020 Convertible Notes$45 million aggregate principal amount of 3.25% convertible notes due 2020, issued by Clearway Energy, Inc.,which were repaid on June 1, 20202024 Senior Notes$500 million aggregate principal amount of 5.375% unsecured senior notes due 2024, issued by Clearway EnergyOperating LLC, which were repaid on January 3,20202025 Senior Notes$600 million aggregate principal amount of 5.750% unsecured senior notes due 2025, issued by Clearway EnergyOperating LLC2026 Senior Notes$350 million aggregate principal amount of 5.00% unsecured senior notes due 2026, issued by Clearway EnergyOperating LLC2028 Senior Notes$850 million aggregate principal amount of 4.75% unsecured senior notes due 2028, issued by Clearway EnergyOperating LLCAdjusted EBITDAA non-GAAP measure, represents earnings before interest, tax, depreciation and amortization adjusted for mark-to-market gains or losses, asset write offs and impairments; and factors which the Company does not considerindicative of future operating performanceAROAsset Retirement ObligationASCThe FASB Accounting Standards Codification, which the FASB established as the source ofauthoritative GAAPASUAccounting Standards Updates – updates to the ASCATM ProgramsAt-The-Market Equity Offering ProgramsBankruptcy CodeTitle 11 of the U.S. CodeBankruptcy CourtU.S. Bankruptcy Court for the Northern District of CaliforniaBuckthorn Solar Drop Down AssetBuckthorn Renewables, LLC, which owns 100% of Buckthorn Solar Portfolio, LLC, which was acquired byClearway Energy Operating LLC from NRG on March 30, 2018CAFDA non-GAAP measure, Cash Available for Distribution is defined as of December 31, 2020 as Adjusted EBITDAplus cash distributions/return of investment from unconsolidated affiliates, adjustments to reflect CAFDgenerated by unconsolidated investments that were not able to distribute project dividends prior to PG&E'semergence from bankruptcy on July 1, 2020 and subsequent release post-bankruptcy, cash receipts from notesreceivable, 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 EBITDAfrom unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness,Walnut Creek investment payments, changes in prepaid and accrued capacity payments, and adjusted fordevelopment expenses.Carlsbad Drop DownThe acquisition by the Company of the Carlsbad Energy Center, a 527 MW natural gas fired project located inCarlsbad, CACEGClearway Energy Group LLC (formerly Zephyr Renewables LLC)CEG Master Services AgreementMaster Services Agreements entered into as of August 31, 2018 between the Company, Clearway Energy LLCand Clearway Energy Operating LLC, and CEGCEG ROFO AgreementRight of First Offer Agreement, entered into as of August 31, 2018, by and between Clearway Energy GroupLLC 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, 2020Clearway Energy LLCThe holding company through which the projects are owned by Clearway Energy Group LLC, the holder of ClassB and Class D units, and Clearway Energy, Inc., the holder of the Class A and Class C unitsClearway Energy Group LLCThe holder of the Company's Class B and Class D common shares and Clearway Energy LLC's Class B andClass D unitsClearway Energy Operating LLCThe holder of the project assets that are owned by Clearway Energy LLCCODCommercial Operation DateCodeInternal Revenue Code of 1986, as amendedCompanyClearway Energy, Inc. together with its consolidated subsidiaries3 CVSRCalifornia Valley Solar RanchCVSR HoldcoCVSR Holdco LLC, the indirect owner of CVSRDGPV Holdco EntitiesCollectively, DGPV Holdco 1, DGPV Holdco 2 and DGPV Holdco 3DGPV Holdco 1DGPV Holdco 1 LLCDGPV Holdco 2DGPV Holdco 2 LLCDGPV Holdco 3DGPV Holdco 3 LLCDistributed SolarSolar power projects, typically less than 20 MW in size, that primarily sell power produced to customers forusage on site, or are interconnected to sell power into the local distribution gridDrop Down AssetsCollectively, assets under common control acquired by the Company from NRG from January 1, 2014 throughthe period ended August 31, 2018 and from CEG from August 31, 2018 through the period ending December 31,2020Economic Gross MarginA non-GAAP measure, energy and capacity revenue, less cost of fuels. See Item 7 — Management's Discussionand Analysis of Financial Condition and Results of Operations — Management's discussion of the results ofoperations for the years ended December 31, 2020 and 2019 for a discussion of this measure.ECPEnergy Center Pittsburgh LLC, a subsidiary of the CompanyEPAUnited States Environmental Protection AgencyEPCEngineering, Procurement and ConstructionERCOTElectric Reliability Council of Texas, the ISO and the regional reliability coordinator of the various electricitysystems within TexasEWGExempt Wholesale GeneratorExchange ActThe Securities Exchange Act of 1934, as amendedFASBFinancial Accounting Standards BoardFERCFederal Energy Regulatory CommissionFPAFederal Power ActGAAPAccounting principles generally accepted in the U.S.GenConnGenConn Energy LLCGHGGreenhouse gasGIMGlobal Infrastructure Management, LLCGIPCollectively, Global Infrastructure Partners III-C Intermediate AIV 3, L.P., Global Infrastructure Partners III-A/BAIV 3, L.P., Global Infrastructure Partners III-C Intermediate AIV 2, L.P., Global Infrastructure Partners III-C2Intermediate AIV, L.P. and GIP III Zephyr Friends & Family, LLC.GIP TransactionOn August 31, 2018, NRG transferred its full ownership interest in the Company to Clearway Energy Group LLCand subsequently sold 100% of its interests in Clearway Energy Group LLC, which includes NRG's renewableenergy development and operations platform, to an affiliate of GIP. GIP, NRG and the Company also entered intoa consent and indemnity agreement in connection with the purchase and sale agreement, which was signed onFebruary 6, 2018HLBVHypothetical Liquidation at Book ValueIRSInternal Revenue ServiceISOIndependent System Operator, also referred to as an RTOITCInvestment Tax CreditkWhKilowatt HourLIBORLondon Inter-bank Offered RateMBTAMigratory Bird Treaty ActMMBtuMillion British Thermal UnitsMWMegawattMWhSaleable megawatt hours, net of internal/parasitic load megawatt-hoursMWtMegawatts Thermal EquivalentNERCNorth American Electric Reliability Corporation4 Net ExposureCounterparty credit exposure to Clearway Energy, Inc. net of collateralNOLsNet Operating LossesNONitrogen OxidesNPNSNormal Purchases and Normal SalesNRGNRG Energy, Inc.NRG Power MarketingNRG Power Marketing LLCNRG TSATransition Services Agreement, entered into as of August 31, 2018, by and between NRG and the CompanyOCI/OCLOther comprehensive income/lossO&MOperations and MaintenancePG&EPacific Gas and Electric CompanyPG&E BankruptcyOn January 29, 2019, PG&E Corporation and Pacific Gas and Electric Company filed voluntary petitions forrelief under the Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of CaliforniaPJMPJM Interconnection, LLCPPAPower Purchase AgreementPTCProduction Tax CreditPUCTPublic Utility Commission of TexasPUHCAPublic Utility Holding Company Act of 2005PURPAPublic Utility Regulatory Policies Act of 1978QFQualifying Facility under PURPARENOMClearway Renewable Operation & Maintenance LLCROFORight of First OfferRPSRenewable Portfolio StandardsRTORegional Transmission OrganizationSCESouthern California EdisonSECU.S. Securities and Exchange CommissionSenior NotesCollectively, the 2024 Senior Notes, the 2025 Senior Notes, the 2026 Senior Notes and the 2028 Senior NotesSOSulfur DioxideSRECSolar Renewable Energy CreditTax ActTax Cuts and Jobs Act of 2017Thermal BusinessThe Company's thermal business, which consists of thermal infrastructure assets that provide steam, hot waterand/or chilled water, and in some instances electricity, to commercial businesses, universities, hospitals andgovernmental unitsUPMC Thermal ProjectThe University of Pittsburgh Medical Center Thermal Project, a 73 MWt district energy system that allows ECPto provide steam, chilled water and 7.5 MW of emergency backup power service to UPMCU.S.United States of AmericaU.S. DOEU.S. Department of EnergyUtah 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 Capital, LLC, Granite Mountain Capital, LLC, andIron Springs Capital, LLC, respectivelyUtility Scale SolarSolar power projects, typically 20 MW or greater in size (on an alternating current, or AC, basis), that areinterconnected into the transmission or distribution grid to sell power at a wholesale levelVaRValue at RiskVIEVariable Interest EntityWind TE HoldcoWind TE Holdco LLC, an 814 net MW portfolio of twelve wind projectsx25 PART IItem 1 — BusinessGeneralClearway Energy, Inc. together with its consolidated subsidiaries, or the Company, is a publicly-traded energy infrastructure investor in and owner ofmodern, sustainable and long-term contracted assets across North America. The Company is indirectly owned by Global Infrastructure Partners III. GlobalInfrastructure Management, LLC is an independent fund manager that invests in infrastructure assets in the energy and transport sectors, and GlobalInfrastructure Partners III is its third equity fund. The Company is sponsored by GIP through GIP's 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. TheCompany also owns approximately 2,500 net MW of environmentally-sound, highly efficient natural gas generation facilities as well as a portfolio ofdistrict energy systems. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide itsinvestors with stable and growing dividend income. Substantially all of the Company's generation assets are under long-term contractual arrangements forthe output or capacity from these assets. The weighted average remaining contract duration of these offtake agreements was approximately 13 years as ofDecember 31, 2020 based on CAFD.The Company consolidates the results of Clearway Energy LLC through its controlling interest, with CEG's interest shown as noncontrolling interestin the financial statements. The holders of the Company's outstanding shares of Class A and Class C common stock are entitled to dividends as declared.CEG receives its distributions from Clearway Energy LLC through its ownership of Clearway Energy LLC Class B and Class D units.As of December 31, 2020, the Company owns 57.61% of the economic interests of Clearway Energy LLC, with CEG retaining 42.39% of theeconomic interests of Clearway Energy LLC.A complete listing of the Company's interests in facilities, operations and/or projects owned or leased as of December 31, 2020 can be found in Item 2— Properties.History The Company was formed as a Delaware corporation on December 20, 2012 by NRG. On August 31, 2018, NRG transferred its full ownership interestin the Company to CEG, the holder of NRG's renewable energy development and operations platform, and subsequently sold 100% of its interest in CEGto GIP, referred to hereinafter as the GIP Transaction. The Company is the sole managing member of Clearway Energy LLC and operates and controls all of its business and affairs and consolidates thefinancial results of Clearway Energy LLC and its subsidiaries. Clearway Energy LLC is a holding company for the companies that directly and indirectlyown and operate the Company's assets. As of December 31, 2020, the Company owns 57.61% of the economic interests of Clearway Energy LLC, withCEG retaining 42.39% of the economic interests of Clearway Energy LLC. As a result of the current ownership of the Class B common stock and Class Dcommon stock, CEG controls the Company, and the Company in turn, as the sole managing member of Clearway Energy LLC, controls Clearway EnergyLLC and its subsidiaries.6 The diagram below depicts the Company’s organizational structure as of December 31, 2020: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 itmay be able to increase the cash dividends paid to holders of the Company's Class A and Class C common stock over time without compromising theongoing stability of the business. The Company's plan for executing its 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 scaleand distributed renewable energy and natural gas-fired generation, thermal and other infrastructure assets with proven technologies, low operating risks andstable cash flows. The Company believes by focusing on this core asset class and leveraging its industry knowledge, it will maximize its strategicopportunities, 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 provides a platform in theconventional and renewable power generation and thermal sectors for strategic growth through cash accretive and tax advantaged acquisitionscomplementary to its existing portfolio. In addition to acquiring renewable generation, conventional generation and thermal infrastructure assets from thirdparties where the Company believes its knowledge of the market and operating expertise provides it with a competitive advantage, the Company enteredinto the CEG ROFO Agreement. Under the CEG ROFO Agreement, CEG has granted the Company and its affiliates a right of first offer on any proposedsale, transfer or other disposition of certain assets of CEG, or the CEG ROFO Assets, until August 31, 2023. CEG is not obligated to sell the remainingCEG ROFO Assets to the Company and, if offered by CEG, the Company cannot be sure whether these assets will be offered on acceptable terms, or thatthe Company will choose to consummate such acquisitions. The Company and CEG work collaboratively in considering new assets to be added under theCEG ROFO7 Agreement or to be acquired by the Company outside of the CEG ROFO Agreement. The assets listed below represent the Company's currently committedinvestments in projects with CEG and the CEG ROFO Assets:Committed Investments and CEG ROFO AssetsAssetTechnologyGross Capacity (MW)StateCODStatusPinnacle RepoweringWind55WV2021CommittedMesquite Sky Wind345TX2021CommittedBlack Rock Wind110WV2021CommittedMililani I Solar39HI2022CommittedWaiawa Solar36HI2022CommittedDaggett Solar482CA2022CommittedWildflowerSolar100MS2023ROFOProjects included in a co-investment partnership with Hannon Armstrong Sustainable Infrastructure Capital, Inc Primary focus on North America. The Company intends to primarily focus its investments in North America (including the unincorporated territories ofthe U.S.). The Company believes that industry fundamentals in North America present it with significant opportunity to grow its portfolio without creatingsignificant exposure to currency and sovereign risk. By primarily focusing its efforts on North America, the Company believes it will best leverage itsregional knowledge of power markets, industry relationships and skill sets to maximize the performance of the Company. Maintain sound financial practices to grow the dividend. The Company intends to maintain a commitment to disciplined financial analysis and abalanced capital structure to enable it to increase its quarterly dividend over time and serve the long-term interests of its stockholders. The Company'sfinancial practices include a risk and credit policy focused on transacting with creditworthy counterparties; a financing policy, which focuses on seeking anoptimal capital structure through various capital formation alternatives to minimize interest rate and refinancing risks, ensure stable long-term dividendsand maximize value; and a dividend policy that is based on distributing a significant portion of CAFD each quarter that the Company receives fromClearway Energy LLC, subject to available capital, market conditions and compliance with associated laws, regulations and other contractual obligations.The Company intends to evaluate various alternatives for financing future acquisitions and refinancing of existing project-level debt, in each case, to reducethe cost of debt, extend maturities and maximize CAFD. The Company believes 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 ofits 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 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 renewabledevelopers 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 byfederal, state and local legislatures and administrative agencies, including tax policy. Such laws and regulations may substantially increase the costs ofacquiring, 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 Business has certain cost efficiencies that may form barriers to entry. Generally, there is only one district energy system in agiven territory, for which the only competition comes from on-site systems. While the district energy system can usually make an effective case for theefficiency 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 ofthe district energy provider.(a)(a)(a)(a)(a)(a) 8 Competitive Strengths Stable, high quality cash flows. The Company's facilities have a stable, predictable cash flow profile consisting of predominantly long-life electricgeneration assets that sell electricity under long-term fixed priced contracts or pursuant to regulated rates with investment grade and certain othercreditworthy counterparties. The Company's facilities have minimal fuel risk. For the Company's conventional assets, fuel is provided by the tollcounterparty or the cost thereof is a pass-through cost under the Contract for Differences. Renewable facilities have no fuel costs, and most of theCompany's thermal infrastructure assets have contractual or regulatory tariff mechanisms for fuel cost recovery. The offtake agreements for the Company'sconventional and renewable generation facilities have a weighted-average remaining duration, based on CAFD, of approximately 13 years as ofDecember 31, 2020, providing long-term cash flow stability. The Company's generation offtake agreements with counterparties for whom credit ratings areavailable have a weighted-average Moody’s rating of Ba1 based on rated capacity under contract. All of the Company's assets are in the U.S. andaccordingly have no currency or repatriation risks. Environmentally well-positioned portfolio of assets. The Company's portfolio of electric generation assets consists of 4,208 net MW of renewablegeneration capacity that are non-emitting sources of power generation. The Company's conventional assets consist of the dual fuel-fired GenConn assets aswell as the Carlsbad, Marsh Landing and Walnut Creek simple cycle natural gas-fired peaking generation facilities and the El Segundo combined cyclenatural gas-fired peaking facility. The Company does not anticipate having to expend any significant capital expenditures in the foreseeable future tocomply with current environmental regulations applicable to its generation assets. Taken as a whole, the Company believes its strategy will be a netbeneficiary of current and potential environmental legislation and regulatory requirements that may serve as a catalyst for capacity retirements and improvemarket 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 andwind 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 lowoperating 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. Asof December 31, 2020, the Company owns and operates a portfolio of 6,690 net MW of primarily contracted renewable and conventional generation assetswhich benefit from significant diversification in terms of technology, fuel type, counterparty and geography. The Company's Thermal Business consists ofthirteen operations, seven of which are district energy centers that provide steam and chilled water to approximately 695 customers, and six of whichprovide generation. The Company believes its scale and access to best practices across the fleet improves its business development opportunities throughenhanced industry relationships, reputation and understanding of regional power market dynamics. Furthermore, the Company's diversification reduces itsoperating risk profile and reliance on any single market. 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 andDevelopment and select emerging market countries. GIM has a strong track record of investment and value creation in the renewable energy sector. GIMalso has extensive experience with publicly traded yield vehicles and development platforms, ranging from Europe's first application of a yieldcompany/development company model to the largest renewable platform in Asia-Pacific. Additionally, the Company believes that CEG provides theCompany 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. The Company's thermal district energy centers are located in urban city areas, withthe chilled water and steam delivery systems located underground. Constructing underground delivery systems in urban areas requires long lead times forpermitting, rights of way and inspections and is costly. By contrast, the incremental cost to add new customers in existing markets is relatively low. Oncethermal infrastructure is established, the Company believes it has the ability to retain customers over long periods of time and to compete effectively foradditional business against stand-alone on-site heating and cooling generation facilities. Installation of stand-alone equipment can require significantmodification to a building as well as significant space for equipment and funding for capital expenditures. The Company's system technologies oftenprovide economies of scale in terms of fuel procurement, ability to switch between multiple types of fuel to generate thermal energy, and fuel conversionefficiency.9 Segment Review The following tables summarize the Company's operating revenues, net income (loss) and assets by segment for the years ended December 31, 2020,2019 and 2018, as discussed in Item 15 — Note 13, Segment Reporting, to the Consolidated Financial Statements.Year ended December 31, 2020(In millions)ConventionalGenerationRenewablesThermalCorporateTotalOperating revenues$437 $569 $193 $— $1,199 Net income (loss)140 (109)3 (96)(62)Total assets2,575 7,157 627 233 10,592 Year ended December 31, 2019(In millions)ConventionalGenerationRenewablesThermalCorporateTotalOperating revenues$346 $485 $201 $— $1,032 Net income (loss)135 (104)(5)(122)(96)Total assets2,753 6,186 633 128 9,700 Year ended December 31, 2018(In millions)ConventionalGenerationRenewablesThermalCorporateTotalOperating revenues$337 $523 $193 $— $1,053 Net income (loss)135 86 29 (196)54 Policy Incentives Policy incentives in the U.S. have the effect of making the development of renewable energy projects more competitive by providing credits and othertax benefits for a portion of the development costs. A loss of or reduction in such incentives could decrease the attractiveness of renewable energy projectsto developers, including CEG, which could reduce the Company's future acquisition opportunities. Such a loss or reduction could also reduce theCompany'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 incentivesinclude accelerated tax depreciation, PTCs, ITCs, cash grants, tax abatements and RPS programs. Pursuant to the U.S. federal Modified Accelerated CostRecovery System, or MACRS, wind and solar projects are generally fully depreciated for tax purposes over a five-year period (before taking into accountcertain conventions) even though the useful life of such projects is generally much longer than five years. The Tax Act also provides the ability for windand 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 PTC) upon initially achievingcommercial operation. The PTC is determined based on the amount of electricity produced by the wind facility during the first ten years of commercialoperation. This incentive was created under the Energy Policy Act of 1992 and has been extended several times. Alternatively, an ITC equal to a percentageof the cost of a wind facility may be claimed in lieu of the PTC. In order to qualify for the PTC (or ITC in lieu of the PTC), construction of a wind facilitymust begin before a specified date and the taxpayer must maintain a continuous program of construction or continuous efforts to advance the project tocompletion. The Internal Revenue Service, or IRS, issued guidance stating that the safe harbor for continuous efforts and continuous constructionrequirements will generally be satisfied if the facility is placed in service no more than four years after the year in which construction of the facility began.In response to the COVID-19 pandemic, the IRS extended this safe harbor by one year for facilities that began construction in 2016 or 2017. The IRS alsoconfirmed that retrofitted wind facilities may re-qualify for PTCs or ITCs pursuant to the beginning construction requirement, as long as the cost basis ofthe new investment is at least 80% of the 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 thefollowing phase-down schedule.10 Year construction of project begins 2015201620172018201920202021202220232024PTC 100 %100 %80 %60 %40 %60 %60 %— %— %— %On Shore Wind ITC 30 %30 %24 %18 %12 %18 %18 %— %— %— %Solar ITC30 %30 %30 %30 %30 %26 %26 %26 %22 %10 % Percentage of the full PTC available for wind projects that begin construction during the applicable year. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 provides for a new 30% ITC for offshore wind projects that begin construction before January 1, 2026. 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 retailsales with energy from renewable sources. Additionally, other states in the U.S. have set renewable energy goals to reduce GHG emissions from historiclevels. The Company believes that these standards and goals will create incremental demand for renewable energy in the 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 byvarious federal and state government agencies. These agencies include FERC and the PUCT, as well as other public utility commissions in certain stateswhere 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 subjectto the market rules, procedures and protocols of the various ISO and RTO markets in which it participates. Likewise, certain of the Company's subsidiariesmust also comply with the mandatory reliability requirements imposed by NERC and the regional reliability entities in the regions where the Company hasgenerating facilities subject to NERC's reliability authority. The Company's operations within the ERCOT footprint are not subject to rate regulation byFERC, 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. Thetransmission and sale of electric energy occurring wholly within ERCOT is not subject to FERC’s jurisdiction. Under existing regulations, FERC has theauthority to determine whether an entity owning a generation facility is an EWG, as defined in the PUHCA. FERC also has the authority to determinewhether a generation facility meets the applicable criteria of a QF under the PURPA. Each of the Company’s U.S. generating facilities qualifies as either anEWG or QF. The FPA gives FERC exclusive rate-making jurisdiction over the wholesale sale of electricity and transmission of electricity in interstate commerce ofpublic utilities (as defined by the FPA). Under the FPA, FERC, with certain exceptions, regulates owners and operators of facilities used for the wholesalesale of electricity or transmission in interstate commerce as public utilities, and is charged with ensuring that market rules that are just and reasonable. 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.Several of the Company's QF generating facilities and all of the Company’s non-QF generating facilities located in the U.S. outside of ERCOT make salesof electricity pursuant to market-based rates, as opposed to traditional cost-of-service regulated rates. FERC conducts a review of the market-based rates ofCompany public utilities and potential market power every three years according to a regional 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 tocomplying 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 PURPAcreated QFs to further both goals, and FERC is primarily charged with administering the PURPA as it applies to QFs. QFs are exempt from certainregulations under the FPA.(a)(b) (c)(a)(b)(c)11 The PUHCA provides FERC with certain authority over and access to books and records of public utility holding companies not otherwise exempt byvirtue of their ownership of EWGs, QFs, and Foreign Utility Companies. The Company is exempt from many of the accounting, record retention, andreporting requirements of the PUHCA.Environmental MattersThe Company is subject to a wide range of environmental laws during the development, construction, ownership and operation of facilities. Theseexisting and future laws generally require that governmental permits and approvals be obtained before construction and maintained during operation offacilities. The Company is obligated to comply with all environmental laws and regulations applicable within each jurisdiction and required to implementenvironmental programs and procedures to monitor and control risks associated with the construction, operation and decommissioning of regulated orpermitted energy assets. Federal and state environmental laws have historically become more stringent over time, although this trend could change in thefuture.A number of regulations that may affect the Company are either recently effective for 2021 or under review for potential revision or rescission in2021, including the Affordable Clean Energy (ACE) rule, state solar photovoltaic module (solar panel) disposal and recycling regulations, and federalMigratory Bird Treaty Act, or MBTA, incidental take regulations. Government leaders have also considered proposed MBTA legislation. The Companywill evaluate the impact of the legislation and regulations as they are revised but cannot fully predict the impact of each until anticipated revisions and legalchallenges are resolved. To the extent that proposed legislation and new or revised regulations restrict or otherwise impact the Company's operations, theproposed legislation and regulations could have a negative impact on the Company's financial performance.Affordable Clean Energy Rule — The attention in recent years on GHG emissions has resulted in federal regulations and state legislative andregulatory action. In 2015, the EPA finalized the Clean Power Plan, or the CPP, which addressed GHG emissions from existing electric utility steamgenerating 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 CleanEnergy, or ACE, rule to replace the CPP. The ACE rule establishes emission guidelines for states to develop plans to address greenhouse gas emissionsfrom existing power plants. The ACE rule also reinforces the states’ broad discretion in establishing and applying emissions standards to new emissionsources. However, on January 19, 2021, the U.S. Court of Appeals for the District of Columbia Circuit issued a judgment vacating and remanding the ACErule. The CPP is currently expected to become effective in 2021, barring additional action by the Biden Administration or the U.S. Supreme Court. Thereimplementation of the CPP, or a potential replacement of the CPP by the Biden Administration with another program regulating GHG emissions couldresult 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, whichare classified as hazardous waste, as universal waste subject to universal waste management. On April 19, 2019, the department proposed regulations thatwould allow discarded photovoltaic modules to be managed as universal waste. The final regulations were approved by the CA Office of AdministrativeLaw in September 2020 and became effective January 1, 2021. DTSC issued the final regulatory text in April 2020 and the regulations became effectiveJanuary 1, 2021.In January 2021, the State of Hawaii issued a public notice of proposed rule changes which amongst other items, include proposed new solar paneluniversal waste rule. This proposed rule would create a new universal waste category for solar panels and allow solar panel waste management to beconducted under the existing regulatory framework.Proposed Federal MBTA Incidental Take Legislation and Regulations — On January 15, 2020, the House Natural Resources Committee voted toadvance a bill that would reinstate the interpretation that incidental take is prohibited under the MBTA, overriding the Trump-administration Solicitor’sOpinion M-37050 that held the MBTA only applies to intentional takings. The bill also develops a general permitting program that covers incidental take ofmigratory 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 scopeof certain prohibitions under the MBTA. The final rule clarifies that criminal liability for pursuing, hunting, taking, capturing, or killing or attempting totake, 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 notextend to actions that only incidentally take or kill migratory birds as a result of otherwise lawful activities. However, the final rule and the underlyingSolicitor’s Opinion have both been subject to legal challenges. On August 11, 2020, the Southern District Court in New York vacated the Solicitor'sOpinion, finding there was not an adequate legal basis for the policy changes articulated in the guidance12 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 arguingthat the FWS’s January 2021 final rule improperly relied on the vacated Solicitor’s Opinion, violates the MBTA, and should be vacated. Finally, on January20, 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’sOpinion 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 2021final rule until March 8, 2021 and requested public comment to inform its review and a potential extended delay. A return to the position that incidentaltake is prohibited under the MBTA, or the development of legislation or regulations contrary to the FWS’s January 2021 rule, could increase potentialliability 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 birdspecies in California. This new bill was intended to backstop the MBTA. The bill, which sunsets on January 20, 2025, makes it unlawful to take or possessany migratory bird in California except as provided by pre-2017 federal guidance. The bill was approved by the State Legislature and signed into law byGovernor Newsom in October 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, 2020, the Company derived approximately 34% of its consolidated revenue from Southern California Edison, or SCE,and approximately 18% of its consolidated revenue from PG&E.Human CapitalAs of December 31, 2020, the Company had 301 employees, 56 of which are in Corporate and 245 of which are in the Thermal business. TheCompany also depends upon personnel of CEG for the provision of management, administration, O&M and certain other services at certain of theCompany's renewable generation facilities.The Company focuses on attracting, developing and retaining a team of highly talented and motivated employees. The Company regularlyconducts 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 professionalprograms. Employee performance is measured in part based on goals that are aligned with the Company's annual objectives. The Company recognizes thatits success is based on the talents and dedication of those it employs, and the Company is highly invested in their success. See "Environmental, Social andGovernance (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 believesthat individual differences, experiences, and strengths enrich the culture and fabric of its organization. Having employees with backgrounds andorientations that reflect a variety of viewpoints and experiences also helps the Company to better understand the needs of its customers and thecommunities in which it operates.By leveraging the multitude of backgrounds and perspectives of its team and developing ongoing relationships with diverse vendors, the Companyachieves 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 theCompany’s success.In 2020, the Company launched its Equity, Partnership & Inclusion Council, or EPIC. As part of its commitment, the Company provides educationon topics related to diversity, inclusion, and anti-racism. The Company also identified three areas of focus – Our People, Our Product & Customers and OurPurchasing. With the involvement of its employees, EPIC is advancing efforts in each of these areas to identify and implement opportunities for theCompany 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 industrypartnerships; 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 creatingprogram development for low-income customers.Our Purchasing focuses on establishing a non-discriminatory practices standard for the Company’s suppliers, diverse vendor sourcing andbenchmarking.13 In addition to the personnel of CEG, the Company relies on other third-party service providers in the daily operations of certain of the Company'srenewable 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, holisticand integrated manner. The Company strives to provide recent, credible and comparable data to ESG agencies while engaging institutional investors andinvestor advocacy organizations around ESG issues. The Company's Corporate Governance, Conflicts and Nominating Committee reviews developingtrends and emerging ESG matters, as well as the Company’s strategies, activities policies and communications regarding ESG matters, and makesrecommendations 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 solarenergy and wind energy. The Company's projects and alignment of its Green Bond Principles (2018) are reviewed by Sustainalytics, an outside consultantwith recognized expertise in ESG research and analysis.The Company includes safety performance goals in the annual incentive plan for its management and the Company had zero fatalities in 2020. Inresponse to the ongoing coronavirus (COVID-19) pandemic, the Company has implemented preventative measures and developed corporate and regionalresponse plans to protect the health and safety of its employees, customers and other business counterparties, while supporting the Company’s suppliers andcustomers’ operations to the best of its ability in the circumstances. The Company also has modified certain business practices (including discontinuing allnon-essential business travel, implementing a temporary work-from-home policy for employees who can execute their work remotely and encouragingemployees to adhere to local and regional social distancing, more stringent hygiene and cleaning protocols across the Company’s facilities and operationsand self-quarantining recommendations) to support efforts to reduce the spread of COVID-19 and to conform to government restrictions and best practicesencouraged by governmental and regulatory authorities. The Company continues to evaluate these measures, response plans and business practices in lightof 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 ofthese areas to identify and implement opportunities for the Company to address equity, partnership and inclusion issues in its business activities.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 orfurnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through the "Investor Relations" section of the Company'swebsite, www.clearwayenergy.com, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The Company alsoroutinely posts press releases, presentations, webcasts, and other information regarding the Company on its website. The information posted on theCompany's website is not a part of this report.14 Item 1A — Risk FactorsSummary of Risk FactorsThe 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 Company’s Business•The ongoing coronavirus (COVID-19) outbreak or any other pandemic could adversely affect the Company’s business, financial condition andresults 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 be able to effectively identify or consummate any future acquisitions on favorable terms, or at all.•Counterparties to the Company's offtake agreements may not fulfill their obligations and, as the contracts expire, the Company may not be able toreplace 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 desiredfinancing 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 Ccommon stock, those acquisitions may decrease the CAFD per share of Class A common stock and Class C common stock as a result of incorrectassumptions 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, andits debt may be adversely affected by changes to, or replacement of, the London Interbank Offered Rate, or LIBOR.•The operation of electric generation facilities depends on suitable meteorological conditions and involves significant risks and hazards customaryto the power industry that could have a material adverse effect on the Company's business, financial condition, results of operations and cashflows. These facilities may operate without long-term power sales agreements.•Maintenance, expansion and refurbishment of electric generation facilities involve significant risks that could result in unplanned power outagesor reduced output.•Supplier and/or customer concentration at certain of the Company's facilities may expose the Company to significant financial credit orperformance risks. The Company's operations also depend on key personnel.•The Company currently owns, and in the future may acquire, certain assets in which the Company has limited control over management decisionsand its 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 forward fuel purchase contracts and the Company may beexposed to additional risks in the future if it utilizes other derivative instruments.•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 itsoperations.•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 cyberintrusions or other catastrophic events, could have a material adverse effect on the business, financial condition, results of operations and cashflows.•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 transmissionconstraints within a number of the Company's regions. If these facilities fail to provide the Company with adequate transmission capacity, it maybe 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 suppliesnecessary to generate power at its conventional and thermal power generation facilities.15 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. TheCompany 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 maybe 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 aredesigned 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 environmental laws, and may be adversely affected bychanges in laws or regulations, as well as liability under, or any future inability to comply with, existing or future regulations or other legalrequirements.•Government regulations providing incentives for renewable generation could change at any time and such changes may negatively impact theCompany's growth strategy.•The profitability of certain of the Company's Thermal assets is dependent on regulatory approval.Risks Related to the Company's Common Stock•The Company may not be able to continue paying comparable or growing cash dividends to holders of its common stock in the future.•Market interest rates and reports of securities analysts may have an effect on the value of the Company's Class A and Class C common stock.•Market volatility may affect the price of the Company's Class A and Class C common stock, and future issuance of additional shares of commonstock may cause dilution of investors' ownership interest.•Provisions of the Company's charter documents or Delaware law could delay or prevent an acquisition of the Company, even if the acquisitionwould be beneficial to holders of the Company's Class A and Class C common stock, and could make it more difficult to change management.Risks Related to Taxation•The Company's future tax liability may be greater than expected if the Company does not generate NOLs sufficient to offset taxable income, iffederal, state and local tax authorities challenge certain of the Company’s tax positions and exemptions or if changes in federal, state and local taxlaws occur.•The Company's ability to use NOLs to offset future income may be limited.•A valuation allowance may be required for the Company's deferred tax assets.•Distributions to holders of the Company's Class A and Class C common stock may be taxable.16 Risks Related to the Company's BusinessThe ongoing coronavirus (COVID-19) pandemic or any other pandemic could adversely affect the Company’s business, financial condition and resultsof operations.The ongoing coronavirus (COVID-19) outbreak, which the World Health Organization declared as a pandemic on March 11, 2020, has reached everyregion of the world and has resulted in widespread adverse impacts on the global economy. In response, the Company has modified certain business andworkforce practices (including discontinuing all non-essential business travel, implementing a temporary work-from-home policy for employees who canexecute their work remotely and encouraging employees to adhere to local and regional social distancing, more stringent hygiene and cleaning protocolsacross the Company’s facilities and operations and self-quarantining recommendations) to conform to government restrictions and best practicesencouraged by governmental and regulatory authorities. However, the quarantine of personnel or the inability to access the Company’s facilities orcustomer sites could adversely affect the Company’s operations. Also, the Company has a limited number of highly skilled employees for some of itsoperations. If a large proportion of the Company’s employees in those critical positions were to contract COVID-19 at the same time, the Company wouldrely upon its business continuity plans in an effort to continue operations at its facilities, but there is no certainty that such measures will be sufficient tomitigate the adverse 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 whethergovernmental 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 whether newmeasures will be implemented or reinstated. Restrictions of this nature may cause the Company, its suppliers and other business counterparties toexperience operational delays and delays in the delivery of materials and supplies and may cause milestones or deadlines relating to various projects to bemissed. As a result, the Company could experience reductions in its sales and corresponding revenues in future periods. In addition, worsening economicconditions could result in the Company’s customers being unable or unwilling to fulfill their contractual obligations over time, or as contracts expire, toreplace them with agreements on similar terms, which would impact the Company’s future financial performance. A significant decline in sales for theoutput the Company generates, whether due to decreases in consumer demand or disruption to its facilities or otherwise, would have a material adverseeffect on the Company’s financial expectations, its financial condition, results of operations and cash flows, its ability to make distributions to itsstockholders, the market prices of its common stock and its ability to satisfy its debt service obligations.As of the date of this report, the Company's efforts to respond to the challenges presented by the conditions described above have allowed theCompany to minimize the impacts to its business.Additionally, the effects of COVID-19 or any other pandemic on the global economy could adversely affect the Company’s ability to access thecapital and other financial markets, and if so, the Company may need to consider alternative sources of funding for some of its operations and for workingcapital, which may increase its cost of, as well as adversely impact its access to, capital. These uncertain economic conditions may also result in theinability of the Company’s customers and other counterparties to make payments to the Company, on a timely basis or at all, which could adversely affectthe Company’s financial expectations, its financial condition, results of operations and cash flows, its ability to make distributions to its stockholders, themarket prices of its common stock and its ability to satisfy its debt service obligations.The Company cannot predict the full impact that COVID-19 will have on the Company’s financial expectations, its financial condition, results ofoperations and cash flows, its ability to make distributions to its stockholders, the market prices of its common stock and its ability to satisfy its debtservice obligations at this time, due to numerous uncertainties. The ultimate impacts will depend on future developments, including, among others, theultimate duration and persistence of the pandemic, the consequences of governmental and other measures designed to prevent the spread of the virus, theability of governments and health care providers to timely distribute available vaccines and the efficacy of such vaccines, the duration of the outbreak,actions taken by governmental actions taken by authorities, customers, suppliers and other third parties, workforce availability and the timing and extent towhich normal economic and operating conditions resume.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 performanceexpectations is subject to the risks inherent in newly constructed power generation facilities and the construction of such facilities, including, but notlimited to, degradation of equipment in excess of the Company's expectations, system failures, and outages. The failure of these facilities to perform as theCompany expects could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows and its ability topay dividends to holders of the Company's common stock.17 Pursuant to the Company's cash dividend policy, the Company intends to distribute a significant amount of the CAFD through regular quarterlydistributions and dividends, 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 theissuance of debt and equity securities and, if applicable, borrowings under the Company's revolving credit facility to fund acquisitions and growth capitalexpenditures. The Company may be precluded from pursuing otherwise attractive acquisitions if the projected short-term cash flow from the acquisition orinvestment is not adequate to service the capital raised to fund the acquisition or investment, after giving effect to the Company's available cash reserves.To the extent the Company issues additional equity securities in connection with any acquisitions or growth capital expenditures, the payment of dividendson these additional equity securities may increase the risk that the Company will be unable to maintain or increase its per share dividend. The incurrence ofbank borrowings or other debt by Clearway Energy Operating LLC or by the Company's project-level subsidiaries to finance the Company’s growthstrategy will result in increased interest expense and the imposition of additional or more restrictive covenants, which, in turn, may impact the cashdistributions the Company receives to distribute to holders of the Company’s common stock.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 favorableterms. However, the number of acquisition opportunities is limited. In addition, the Company will compete with other companies for these limitedacquisition 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 ableto 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 humanresources permit. If the Company is unable to identify and consummate future acquisitions, it will impede the Company’s ability to execute its growthstrategy and limit the Company’s ability to increase the amount of dividends paid to holders of the Company’s common stock. Furthermore, the Company’s ability to acquire future renewable facilities may depend on the viability of renewable assets generally. These assetscurrently are largely contingent on public policy mechanisms including ITCs, cash grants, loan guarantees, accelerated depreciation, RPS and carbontrading plans. These mechanisms have been implemented at the state and federal levels to support the development of renewable generation, demand-sideand smart grid and other clean infrastructure technologies. The availability and continuation of public policy support mechanisms will drive a significantpart of the economics and viability of the Company’s growth strategy and expansion into clean energy investments.Counterparties to the Company's offtake agreements may not fulfill their obligations and, as the contracts expire, the Company may not be able toreplace 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 orcommercial end-users, with a weighted average remaining duration, based on CAFD, of approximately 13 years. As of December 31, 2020, the largestcustomers of the Company's power generation assets, including assets in which the Company has less than a 100% membership interest, were SCE andPG&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 theyrefuse to accept delivery of power delivered thereunder or if they otherwise terminate such agreements prior to the expiration thereof, the Company'sassets, liabilities, business, financial condition, results of operations and cash flows could be materially and adversely affected. Furthermore, to the extentany of the Company's power purchasers are, or are controlled by, governmental entities, the Company's facilities may be subject to legislative or otherpolitical action that may impair their contractual performance.18 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 increasingcompetition among generators for offtake agreements and this has contributed to a reduction in electricity prices in certain markets characterized by excesssupply above designated reserve margins. In light of these market conditions, the Company may not be able to replace an expiring or terminated agreementwith an agreement on equivalent terms and conditions, including at prices that permit operation of the related facility on a profitable basis. In addition, theCompany 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 andchanging customer requirements than the Company will be able to. The adoption of more advanced technology could reduce its competitors' powerproduction costs resulting in their having a lower cost structure than is achievable with the technologies currently employed by the Company and adverselyaffect its ability to compete for offtake agreement renewals. If the Company is unable to replace an expiring or terminated offtake agreement, the affectedfacility may temporarily or permanently cease operations. External events, such as a severe economic downturn or force majeure events, could also impairthe ability of some counterparties to the Company's offtake agreements and other customer agreements to pay for energy and/or other products and servicesreceived. The Company's inability to enter into new or replacement offtake agreements or to compete successfully against current and future competitors in themarkets in which the Company operates could have a material adverse effect on the Company's business, financial condition, results of operations and cashflows.The Company’s ability to effectively consummate future acquisitions will also depend on the Company’s ability to arrange the required or desiredfinancing for acquisitions. The Company may not have sufficient availability under the Company’s credit facilities or have access to project-level financing on commerciallyreasonable terms when acquisition opportunities arise. An inability to obtain the required or desired financing could significantly limit the Company’sability to consummate future acquisitions and effectuate the Company’s growth strategy. If financing is available, utilization of the Company’s creditfacilities 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. Similarly, the issuance of additional equity securities as consideration for acquisitionscould cause significant stockholder dilution and reduce the Company’s dividends if the acquisitions are not sufficiently accretive. The Company’s ability toconsummate future acquisitions may also depend on the Company’s ability to obtain any required regulatory approvals for such acquisitions, including, butnot 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 overpaying for assets (or not making acquisitions on an accretive basis) and theability 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 ongoingbusiness or not be successfully integrated. There can be no assurances that any future acquisitions will perform as expected or that the returns from suchacquisitions will support the financing utilized to acquire them or maintain them. As a result, the consummation of acquisitions may have a materialadverse effect on the Company's business, financial condition, results of operations, cash flows and ability to pay dividends to holders of the Company’scommon stock.Even if the Company consummates acquisitions that it believes will be accretive to CAFD per share of Class A common stock and Class C commonstock, those acquisitions may decrease the CAFD per share of Class A common stock and Class C common stock as a result of incorrect assumptions inthe 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) andfailing to retain the customers of such projects. While the Company will perform due diligence on prospective acquisitions, the Company may not discoverall potential risks, operational issues or other issues in such generation assets. Further, the integration and consolidation of acquisitions require substantialhuman, financial and other resources and, ultimately, the Company’s acquisitions may divert the Company’s management’s attention from its existingbusiness concerns, disrupt its ongoing business or not be successfully integrated. Future acquisitions might not perform as expected or the returns fromsuch acquisitions might not support the financing utilized to acquire them or maintain them. A failure to achieve the financial returns the Company expectswhen it acquires generation assets could have a material adverse effect on the Company’s ability to grow its business and make cash distributions to itsClass A and Class C stockholders. Any failure of the Company’s acquired generation assets to be accretive or difficulty in integrating such acquisition intothe Company’s business could have a material adverse effect on the Company’s ability to grow its business and make cash19 distributions to its Class A and Class C stockholders.The Company’s indebtedness could adversely affect its ability to raise additional capital to fund the Company’s operations or pay dividends. It couldalso 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’sindustry as well as impact the Company’s results of operations, financial condition and cash flows. As of December 31, 2020, the Company had approximately $7,043 million of total consolidated indebtedness, $5,243 million of which was incurred bythe Company's non-guarantor subsidiaries. In addition, the Company’s share of its unconsolidated affiliates’ total indebtedness and letters of creditoutstanding as of December 31, 2020, totaled approximately $481 million and $59 million, respectively (calculated as the Company’s unconsolidatedaffiliates’ 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 theCompany’s indebtedness, therefore reducing the Company’s ability to pay dividends to holders of the Company’s capital stock (including theClass A and Class C common stock) or to use the Company’s cash flow to fund its operations, capital expenditures and future businessopportunities;•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 with respect to the Company’s capital stock (including the Class A and Class Ccommon stock) and the ability of the Company’s subsidiaries to make certain distributions to it, in light of restricted payment and other financialcovenants 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 underthe 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 servicerequirements, 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’scompetitors 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 tostockholders or otherwise engage in activities that may be in the Company’s long-term best interests. The Company’s inability to satisfy certain financialcovenants could prevent the Company from paying cash dividends, and the Company’s failure to comply with those and other covenants could result in anevent of default which, if not cured or waived, may entitle the related lenders to demand repayment or enforce their security interests, which could have amaterial adverse effect on the Company’s business, financial condition, results of operations and cash flows. In addition, failure to comply with suchcovenants 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 projectsubsidiaries’ ability to make distributions to the Company or otherwise engage in activities that may be in the Company’s long-term best interests. Theproject-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 ratios. The Company’s inability to satisfy certain financial covenants may prevent cash distributions by theparticular 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 orwaived may entitle the related lenders to demand repayment or enforce their security interests, which could have a material adverse effect on theCompany’s business, results of operations and financial condition. In addition, failure to comply with such covenants may entitle the related lenders todemand repayment and accelerate all such indebtedness. If the Company is unable to make distributions from the Company’s project-level subsidiaries, itwould likely have a material adverse effect on the Company’s ability to pay dividends to holders of the Company’s common stock.20 Letter of credit facilities to support project-level contractual obligations generally need to be renewed after five to seven years, at which time theCompany will need to satisfy applicable financial ratios and covenants. If the Company is unable to renew the Company’s letters of credit as expected orreplace them with letters of credit under different facilities on favorable terms or at all, the Company may experience a material adverse effect on itsbusiness, financial condition, results of operations and cash flows. Furthermore, such inability may constitute a default under certain project-level financingarrangements, restrict the ability of the project-level subsidiary to make distributions to it and/or reduce the amount of cash available at such subsidiary tomake 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 suchcapital, 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, GIP, through CEG, as the Company’s principal stockholder (on a combined voting basis) and theregional 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 orreplace project-level financing arrangements or other credit facilities on favorable terms or at all upon the expiration or termination thereof. The Company'sfailure, or the failure of any of the Company’s projects, to obtain additional capital or enter into new or replacement financing arrangements when due mayconstitute a default under such existing indebtedness and may have a material adverse effect on the Company's business, financial condition, results ofoperations 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 facilities currently bear interest atrates based on LIBOR. On July 27, 2017, the Financial Conduct Authority in the United Kingdom announced that it would phase out LIBOR as abenchmark by the end of 2021. On November 30, 2020, ICE Benchmark Administration Limited, the administrator of LIBOR, with the support of theUnited States Federal Reserve and the United Kingdom’s Financial Conduct Authority, announced plans to consult on ceasing publication of USD LIBORon 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 thisannouncement extends the transition period to June 30, 2023, the United States Federal Reserve concurrently issued a statement advising banks to stop newLIBOR 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 methodsby 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 toexist. While the Company's revolving credit facility includes a mechanism to amend the facilities to reflect the establishment of an alternative rate ofinterest upon the occurrence of certain events related to the phase-out of LIBOR, many of the Company's project-level debt facilities and swaparrangements do not. The Company has not yet pursued technical amendments or other contractual alternatives to address this matter with respect to all itsexisting debt facilities and swap arrangements and is continuing to evaluate the impact of LIBOR’s expected replacement. If no such amendments or othercontractual alternatives are established on or prior to the phase-out of LIBOR, interest under the Company's revolving credit facility and other project-leveldebt facilities will bear interest at higher rates based on the prime rate until such amendments or other contractual amendments are established. Even if theCompany has entered into interest rate swaps or other derivative instruments for purposes of managing its interest rate exposure or has otherwise amendedits interest rate swaps or other derivative instruments to reflect an alternative reference rate, these hedging strategies may not be effective as a result of thereplacement 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 resultof 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. 21 Certain of the Company's long-term bilateral contracts result from state-mandated procurements and could be declared invalid by a court of competentjurisdiction. A portion of the Company's revenues are derived from long-term bilateral contracts with utilities that are regulated by their respective states, and havebeen entered into pursuant to certain state programs. Certain long-term contracts that other companies have with state-regulated utilities have beenchallenged in federal court and have been declared unconstitutional on the grounds that the rate for energy and capacity established by the contractsimpermissibly conflicts with the rate for energy and capacity established by FERC pursuant to the FPA. If certain of the Company's state-mandatedagreements with utilities are ever held to be invalid or unenforceable due to the financial conditions or other conditions of such utility, the Company may beunable to replace such contracts, which could have a material adverse effect on the Company's business, financial condition, results of operations and cashflows.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 substantiallybelow the Company's expectations. The electricity produced and revenues generated by a solar or wind energy generation facility is highly dependent onsuitable solar or wind conditions, as applicable, and associated weather conditions, which are beyond the Company's control. Furthermore, components ofthe Company's systems, such as solar panels and inverters, could be damaged by severe weather, such as wildfires, hailstorms, tornadoes or freezingtemperatures and other winter weather conditions. In addition, replacement and spare parts for key components may be difficult or costly to acquire or maybe unavailable. Unfavorable weather and atmospheric conditions could impair the effectiveness of the Company's assets or reduce their output beneath theirrated capacity or require shutdown of key equipment, impeding operation of the Company's renewable assets. For example, in February 2021, theCompany'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. Inaddition, climate change may have the long-term effect of changing wind patterns at the Company's projects. Changing wind patterns could cause changesin expected electricity generation. These events could also degrade equipment or components and the interconnection and transmission facilities’ lives ormaintenance costs. Although the Company bases its investment decisions with respect to each renewable generation facility on the findings of related wind and solar studiesconducted on-site prior to construction or based on historical conditions at existing facilities, actual climatic conditions at a facility site, particularly windconditions, may not conform to the findings of these studies and may be affected by variations in weather patterns, including any potential impact ofclimate change. Therefore, the Company's solar and wind energy facilities may not meet anticipated production levels or the rated capacity of theCompany'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 adverseeffect 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 belowexpected 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 mannerdue to a lack of transmission capacity. Unplanned outages of generating units, including extensions of scheduled outages due to mechanical failures orother problems, occur from time to time and are an inherent risk of the business. Unplanned outages typically increase operation and maintenanceexpenses, capital expenditures and may reduce revenues as a result of selling fewer MWh or require the Company to incur significant costs as a result ofobtaining replacement power from third parties in the open market to satisfy forward power sales obligations. The Company's inability to operate itselectric generation assets efficiently, manage capital expenditures and costs and generate earnings and cash flow from the Company's asset-basedbusinesses could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. While the Companymaintains 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 experienceequipment breakdown or non-performance by contractors or vendors.Power generation involves hazardous activities, including acquiring, transporting and unloading fuel, operating large pieces of rotating equipment anddelivering 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 andmachinery failure are inherent risks in the Company's operations. These and other hazards can cause significant personal injury or loss of life, severedamage to and destruction of property, plant and equipment and contamination of, or damage to, the environment and suspension of operations. Theoccurrence of any one of these events may22 result in the Company being named as a defendant in lawsuits asserting claims for substantial damages, including for environmental cleanup costs, personalinjury and property damage and fines and/or penalties. The Company maintains an amount of insurance protection that it considers adequate but cannotprovide any assurance that the Company's insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which theCompany may be subject. Furthermore, the Company's insurance coverage is subject to deductibles, caps, exclusions and other limitations. A loss forwhich the Company is not fully insured (which may include a significant judgment against any facility or facility operator) could have a material adverseeffect on the Company's business, financial condition, results of operations or cash flows. Further, due to rising insurance costs and changes in theinsurance markets, the Company cannot provide any assurance that its insurance coverage will continue to be available at all or at rates or on terms similarto 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 orreduced output. The Company's facilities may require periodic upgrading and improvement. Any unexpected operational or mechanical failure, including failureassociated with breakdowns and forced outages, could reduce the Company's facilities' generating capacity below expected levels, reducing the Company'srevenues and jeopardizing the Company's ability to pay dividends to holders of its common stock at expected levels or at all. Degradation of theperformance 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 controltechnology or to achieve the lowest achievable emission rates as such terms are defined under the new source review provisions of the Clean Air Act in thefuture. Any such modifications could likely result in substantial additional capital expenditures. The Company may also choose to repower, refurbish orupgrade its facilities based on its assessment that such activity will provide adequate financial returns. Such facilities require time for development andcapital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an investment may proveincorrect, including assumptions regarding construction costs, timing, available financing and future fuel and power prices. These events could have amaterial 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 andtherefore be exposed to market fluctuations. Without the benefit of long-term power sales agreements for the facilities, the Company cannot be sure that itwill 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 cashflows.Supplier and/or customer concentration at certain of the Company's facilities may expose the Company to significant financial credit or performancerisks. 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 warrantieswith respect to the performance of their products or services. If any of these suppliers cannot perform under their agreements with the Company, or satisfytheir related warranty obligations, the Company will need to utilize the marketplace to provide or repair these products and services. There can be noassurance that the marketplace can provide these products and services as, when and where required. The Company may not be able to enter intoreplacement 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 pricevolatility and the risk that fuel and transportation may not be available during certain periods at any price. The Company may also be required to makesignificant capital contributions to remove, replace or redesign equipment that cannot be supported or maintained by replacement suppliers, which couldhave a material adverse effect on the business, financial condition, results of operations, credit support terms and cash flows.23 In addition, potential or existing customers at the Company’s district energy centers and combined heat and power plants, or the Energy Centers, may optfor on-site systems in lieu of using the Company’s Energy Centers, either due to corporate policies regarding the allocation of capital, unique situationswhere an on-site system might in fact prove more efficient, because of previously committed capital in systems that are already on-site, or otherwise. Attimes, 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 amaterial adverse effect on its financial results. Consequently, the financial performance of the Company's facilities is dependent on the credit quality of, andcontinued 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 andits 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 overthe operation of certain of its assets, because the Company beneficially owns less than a majority of the membership interests in such assets. The Companymay seek to acquire additional assets in which it owns less than a majority of the related membership interests in the future. In these investments, theCompany 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 themembership interests by negotiating to obtain positions on management committees or to receive certain limited governance rights, such as rights to vetosignificant actions. However, the Company may not always succeed in such negotiations. The Company may be dependent on its co-venturers to operatesuch assets. The Company's co-venturers may not have the level of experience, technical expertise, human resources management and other attributesnecessary to operate these assets optimally. In addition, conflicts of interest may arise in the future between the Company and its stockholders, on the onehand, and the Company's co-venturers, on the other hand, where the Company's co-venturers' business interests are inconsistent with the interests of theCompany and its stockholders. Further, disagreements or disputes between the Company and its co-venturers could result in litigation, which could increaseexpenses 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 orotherwise convey its interest in such assets, or for the Company to acquire GIP'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 insuch 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. To the extent that third-party operators do not fulfill theirobligations to manage operations of the facilities or are not effective in doing so, the amount of CAFD may be adversely affected.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 beexposed 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 limitedcommodity exposure with respect to the Company's district energy assets. If the Company elects to enter into such commodity hedges, the related assetcould recognize financial losses on these arrangements as a result of volatility in the market values of the underlying commodities or if a counterparty failsto perform under a contract. If actively quoted market prices and pricing information from external sources are not available, the valuation of thesecontracts would involve judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods couldaffect 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 acounterparty fails to perform under a contract, it could harm the business, financial condition, results of operations and cash flows.24 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 beheld 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 threatenedrelease of a hazardous regulated material as well as other affected properties, regardless of whether the Company knew of or caused the release. In additionto 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 certainother costs, including governmental fines and injuries to persons, property or natural resources. Further, some environmental laws provide for the creationof a lien on a contaminated site in favor of the government as security for damages and any costs the government incurs in connection with suchcontamination and associated clean-up. Although the Company generally requires its operators to undertake to indemnify it for environmental liabilitiesthey cause, the amount of such liabilities could exceed the financial ability of the operator to indemnify the Company. The presence of contamination or thefailure 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 itsoperations. 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 thepossibility 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-waylapse or terminate. Although the Company has obtained rights to construct and operate these assets pursuant to related lease arrangements, the rights toconduct those activities are subject to certain exceptions, including the term of the lease arrangement. The Company is also at risk of condemnation on landit owns. The loss of these rights, through the Company's inability to renew right-of-way contracts, condemnation or otherwise, may adversely affect theCompany'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 thatare 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. Theownership 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 othereasement 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 titlesearches and obtains title insurance to protect itself against these risks. Such measures may, however, be inadequate to protect the Company against all riskof 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, financialcondition 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 affectconsumer demand for electricity. In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, cloudcoverage, precipitation, floods and other climatic events, could disrupt the Company's operations and supply chain, and cause them to incur significantcosts in preparing for or responding to these effects. These or other meteorological changes could lead to increased operating costs, capital expenses orpower 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'sconventional assets generate and market. Legislative and regulatory measures to address climate change and GHG emissions are in various phases ofdiscussion or implementation. The EPA regulates GHG emissions from new and modified facilities that are potential major sources of criteria pollutantsunder 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 naturalgas 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 theParis Agreement. The Paris Agreement, which was signed by the U.S. in April 2016, requires countries to review and “represent a progression” in theirintended 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 theUnited States of America” that will allow the U.S. to rejoin the Paris Agreement. The newly signed acceptance, deposited with the United Nations onJanuary 20, reverses the prior withdrawal. The U.S. officially rejoined the Paris Agreement on February 19,25 2021. The U.S. Congress, along with federal and state agencies, has also considered measures to reduce the emissions of GHGs. Legislation or regulationthat restricts carbon emissions could increase the cost of environmental compliance for the Company’s conventional assets by requiring the Company toinstall new equipment to reduce emissions from larger facilities and/or purchase emission allowances. Climate change and GHG legislation or regulationcould also delay or otherwise negatively affect efforts to obtain and maintain permits and other regulatory approvals for the Company’s conventionalassets’ 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 byincreasing demand for solar or wind energy sources. In addition, governmental, scientific and public concern over the threat of climate change arising fromGHG emissions has resulted in increasing political risks in the U.S, including climate change related pledges made by the Biden Administration. Shortlyafter taking office in January 2021, President Biden issued a series of executive orders designed to address climate change. Reentry into the ParisAgreement and President Biden's executive orders may result in the development of additional regulations or changes to existing regulations. The effect onthe 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 cyberintrusions 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 onwhich they rely may be targets of terrorist activities, as well as events occurring in response to or in connection with them, that could cause environmentalrepercussions and/or result in full or partial disruption of the facilities ability to generate, transmit, transport or distribute electricity or natural gas. Strategictargets, such as energy-related facilities, may be at greater risk of future terrorist activities than other domestic targets. Hostile cyber intrusions, includingthose targeting information systems as well as electronic control systems used at the generating plants and for the related distribution systems, couldseverely disrupt business operations and result in loss of service to customers, as well as create significant expense to repair security breaches or systemdamage. Furthermore, certain of the Company's power generation and thermal assets are located in active earthquake zones in California and Arizona, and certainproject 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 naturalgas. The occurrence of a natural disaster, such as an earthquake, wildfire, drought, flood or localized extended outages of critical utilities or transportationsystems, or any critical resource shortages, affecting the Company or its suppliers, could cause a significant interruption in the business, damage or destroythe 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 remediationcosts, beyond what could be recovered through insurance policies, which could have a material adverse effect on the business, financial condition, resultsof 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 andcommunication of electronic data and the use of sophisticated computer hardware and software systems. The operation of the Company's generating assetsrelies on cyber-based technologies and has been the target of disruptive actions. Potential disruptive actions could result from cyber-attack or cyberintrusion, 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 incursignificant losses of revenues, other substantial liabilities and damages, costs to replace or repair damaged equipment and damage to the Company'sreputation. In addition, the Company may experience increased capital and operating costs to implement increased security for its cyber systems andgenerating assets.26 The Company relies on electric distribution and transmission facilities that it does not own or control and that are subject to transmission constraintswithin a number of the Company's regions. If these facilities fail to provide the Company with adequate transmission capacity, it may be restricted in itsability 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 fromits 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 thedevelopment of such facilities could result in lost revenues. Such failures or delays could limit the amount of power the Company's operating facilitiesdeliver or delay the completion of the Company's construction projects. Additionally, such failures, delays or increased costs could have a material adverseeffect on the business, financial condition and results of operations. If a region's power transmission infrastructure is inadequate, the Company's recovery ofwholesale costs and profits may be limited. If restrictive transmission price regulation is imposed, the transmission companies may not have a sufficientincentive to invest in expansion of transmission infrastructure. The Company also cannot predict whether distribution or transmission facilities will beexpanded in specific markets to accommodate competitive access to those markets. In addition, certain of the Company's operating facilities' generation ofelectricity may be curtailed without compensation due to transmission limitations or limitations on the electricity grid's ability to accommodate intermittentand other electricity generating sources, reducing the Company's revenues and impairing its ability to capitalize fully on a particular facility's generatingpotential. 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 deemedresponsible 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 suppliesnecessary 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 gaspipelines) available to serve each such generation facility as well as upon the continuing financial viability of contractual counterparties. As a result, theCompany 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 ifthere is a disruption in the fuel delivery infrastructure.The Company depends on key personnel, the loss of any of which could have a material adverse effect on the Company's financial condition andresults of operations. The Company believes its current operations and future success depend largely on the continued services of key personnel that it employs. Although theCompany currently has access to the resources of CEG, the loss of key personnel employed by the Company could have a material adverse effect on theCompany’s financial condition and results of operations.27 Risks Related to the Company's Relationships with GIP and CEGGIP, through its ownership of CEG, is the Company's controlling stockholder and exercises substantial influence over the Company. The Company ishighly dependent on GIP and CEG. GIP, through its ownership of CEG, owns all of the Company's outstanding Class B and Class D common stock. The Company's outstanding Class B andClass D common stock is entitled to one vote per share and 1/100th of a vote per share, respectively. As a result of its ownership of the Class B and Class Dcommon stock, GIP indirectly owns 54.93% of the combined voting power of the Company's common stock as of December 31, 2020. As a result of thisownership, GIP has a substantial influence on the Company's affairs and its voting power will constitute a large percentage of any quorum of theCompany's stockholders voting on any matter requiring the approval of the Company's stockholders. Such matters include the election of directors, theadoption of amendments to the Company's amended and restated certificate of incorporation and fourth amended and restated bylaws and approval ofmergers 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 incontrol of the Company or discouraging others from making tender offers for the Company's shares. In addition, GIP has the right to elect all of theCompany's directors. GIP may cause corporate actions to be taken even if their interests conflict with the interests of the Company's other stockholders(including holders of the Company's Class A and Class C common stock). Furthermore, the Company depends on certain services provided by or under the direction of CEG under the CEG Master Services Agreement, includingnumerous processes related to the Company's internal control over financial reporting. CEG personnel and support staff that provide services to theCompany under the CEG Master Services Agreement are not required to, and the Company does not expect that they will, have as their primaryresponsibility the management and administration of the Company or to act exclusively for the Company and the CEG Master Services Agreement doesnot require any specific individuals to be provided by CEG. Under the CEG Master Services Agreement, CEG has the discretion to determine which of itsemployees perform assignments required to be provided to the Company. Any failure to effectively manage the Company's processes related to internalcontrols over financial reporting, operations or to implement its strategy could have a material adverse effect on the business, financial condition, results ofoperations and cash flows. The CEG 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 certain of theCompany's facilities. Any failure by CEG or NRG to perform its requirements under these arrangements or the failure by the Company to identify andcontract with replacement service providers, if required, could adversely affect the operation of the Company's facilities and have a material adverse effecton the business, financial condition, results of operations and cash flows.GIP and its affiliates control the Company and have the ability to designate a majority of the members of the Company’s Board. Due to GIP's approximate 54.93% combined voting power in the Company, the ability of other holders of the Company’s Class A and Class C commonstock to exercise control over the corporate governance of the Company is limited. GIP and its affiliates have a substantial influence on the Company’saffairs and its voting power constitutes a large percentage of any quorum of the Company’s stockholders voting on any matter requiring the approval of theCompany’s stockholders. GIP and its affiliates may hold certain interests that are different from those of the Company or other holders of the Company’sClass A and Class C common stock and there is no assurance that GIP and its affiliates will exercise its control over the Company in a manner that isconsistent with the Company’s interests or those of the holders of the Company’s Class A and Class C common stock.28 The Company may not be able to consummate future acquisitions from CEG. The Company's ability to grow through acquisitions depends, in part, on CEG's ability to identify and present the Company with acquisitionopportunities. Although CEG has agreed, pursuant to the CEG ROFO Agreement, to grant the Company a right of first offer with respect to certain powergeneration assets that CEG may elect to sell in the future, CEG is under no obligation to sell any such power generation assets or to accept any relatedoffers from the Company. In addition, CEG has not agreed to commit any minimum level of dedicated resources for the pursuit of renewable power-relatedacquisitions. There are a number of factors which could materially and adversely impact the extent to which suitable acquisition opportunities are madeavailable from CEG, including that the same professionals within CEG's organization that are involved in acquisitions that are suitable for the Companyhave responsibilities within CEG's broader asset management business, which may include sourcing acquisition opportunities for CEG. Limits on theavailability of such individuals will likewise result in a limitation on the availability of acquisition opportunities for the Company. In making thesedeterminations, CEG may be influenced by factors that result in a misalignment with the Company's interests or conflict of interest.The Company may be unable to terminate the CEG Master Services Agreement, in certain circumstances. The CEG Master Services Agreement provides that the Company may terminate the agreement upon 30 days prior written notice to CEG upon theoccurrence of any of the following: (i) CEG defaults in the performance or observance of any material term, condition or covenant contained therein in amanner 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 toCEG; (ii) CEG engages in any act of fraud, misappropriation of funds or embezzlement that results in material harm to the Company; (iii) CEG is grosslynegligent in the performance of its duties under the agreement and such negligence results in material harm to the Company; or (iv) upon the happening ofcertain events relating to the bankruptcy or insolvency of CEG. Furthermore, if the Company requests an amendment to the scope of services provided byCEG under the CEG Master Services Agreement and is not able to agree with CEG as to a change to the service fee resulting from a change in the scope ofservices within 180 days of the request, the Company will be able to terminate the agreement upon 30 days prior notice to CEG. The Company will not beable to terminate the agreement for any other reason, including if CEG experiences a change of control, and the agreement continues in perpetuity, untilterminated in accordance with its terms. If CEG's performance does not meet the expectations of investors, and the Company is unable to terminate theCEG Master Services Agreement, the market price of the Class A and Class C common stock could suffer.If CEG terminates the CEG Master Services Agreement or defaults in the performance of its obligations under the agreement, the Company may beunable to contract with a substitute service provider on similar terms, or at all. The Company relies on CEG to provide certain services under the CEG Master Services Agreement. The CEG Master Services Agreement provides thatCEG may terminate the agreement upon 180 days prior written notice of termination to the Company if the Company defaults in the performance orobservance of any material term, condition or covenant contained in the agreement in a manner that results in material harm and the default continuesunremedied for a period of 30 days after written notice of the breach is given. If CEG terminates the Management Services Agreement or defaults in theperformance of its obligations under the agreement, the Company may be unable to contract with CEG or a substitute service provider on similar terms orat all, and the costs of substituting service providers may be substantial. In addition, in light of CEG's familiarity with the Company's assets, a substituteservice provider may not be able to provide the same level of service due to lack of pre-existing synergies.The liability of CEG is limited under the Company's arrangements with it and the Company has agreed to indemnify CEG against claims that it mayface in connection with such arrangements, which may lead CEG to assume greater risks when making decisions relating to the Company than itotherwise might if acting solely for its own account. Under the CEG Master Services Agreement, CEG does not assume any responsibility other than to provide or arrange for the provision of the servicesdescribed in the CEG Master Services Agreement in good faith. In addition, under the CEG Master Services Agreement, the liability of CEG and itsaffiliates 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 acriminal matter, action that was known to have been unlawful. In addition, the Company has agreed to indemnify CEG to the fullest extent permitted bylaw from and against any claims, liabilities, losses, damages, costs or expenses incurred by an indemnified person or threatened in connection with theCompany's operations, investments and activities or in respect of or arising from the CEG Master Services Agreement or the services provided by 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 suchpersons have liability as described above. These protections may result in CEG tolerating greater risks when making decisions than otherwise might be thecase, including when determining whether to use leverage in connection with acquisitions. The indemnification arrangements to which CEG is a party mayalso give rise to legal claims for indemnification that are adverse to the Company and holders of its common stock.29 Certain of the Company’s PPAs and project-level financing arrangements include provisions that would permit the counterparty to terminate thecontract or accelerate maturity in the event GIP or its affiliates ceases to control or own, directly or indirectly, a majority of the voting power of theCompany. Certain of the Company’s PPAs and project-level financing arrangements contain change in control provisions that provide the counterparty with atermination right or the ability to accelerate maturity in the event of a change of control of the Company without the counterparty's consent. Theseprovisions are triggered in the event GIP or its affiliates ceases to own, directly or indirectly, capital stock representing more than 50% of the voting powerof the Company’s capital stock outstanding on such date, or, in some cases, if GIP or its affiliates ceases to be the majority owner, directly or indirectly, ofthe applicable project subsidiary. As a result, if GIP or its affiliates ceases to control, or in some cases, own a majority of the voting power of the Company,the counterparties could terminate such contracts or accelerate the maturity of such financing arrangements. The termination of any of the Company’s PPAsor 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.The Company is a “controlled company," controlled by GIP, and as a result, is exempt from certain corporate governance requirements that aredesigned to provide protection to stockholders of companies that are not controlled companies. As of December 31, 2020, GIP indirectly controls 54.93% of the Company's combined voting power and is able to elect all of the Company's boardof directors. As a result, the Company is considered a "controlled company" for the purposes of the NYSE listing requirements. As a "controlled company,"the Company is permitted to, and the Company may, opt out of the NYSE listing requirements that would require (i) a majority of the members of theCompany's board of directors to be independent, (ii) that the Company establish a compensation committee and a nominating and governance committee,each comprised entirely of independent directors, or (iii) an annual performance evaluation of the nominating and governance and compensationcommittees. The NYSE listing requirements are intended to ensure that directors who meet the independence standards are free of any conflicting interestthat could influence their actions as directors. While the Company has elected to have a Corporate Governance, Conflicts and Nominating Committeeconsisting entirely of independent directors and to conduct an annual performance evaluation of this committee, the majority of the members of theCompany’s board of directors are not considered independent and the Company's compensation committee is not comprised entirely of independentdirectors. Therefore, the Company’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of theapplicable NYSE listing requirements. It is also possible that the interests of GIP may in some circumstances conflict with the Company's interests and theinterests of the holders of the Company's Class A and Class C common stock.Risks Related to RegulationThe electric generation business is subject to substantial governmental regulation and may be adversely affected by changes in laws or regulations, aswell 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 requirementsunder these various regulatory regimes may cause the Company to incur significant additional costs, and failure to comply with such requirements couldresult in the shutdown of the non-complying facility, the imposition of liens, fines, and/or civil or criminal liability. Public utilities under the FPA arerequired to obtain FERC acceptance of their rate schedules for wholesale sales of electric energy, capacity and ancillary services. Except for generatingfacilities located in Hawaii, in Texas within the footprint of ERCOT, or in Puerto Rico, all of the Company’s generating companies are public utilities underthe FPA with market-based rate authority unless exempt from FPA public utility rate regulation. FERC's orders that grant market-based rate authority towholesale power sellers reserve the right to revoke or revise that authority if FERC subsequently determines that the seller can exercise market power intransmission or generation, create barriers to entry, or engage in abusive affiliate transactions. In addition, public utilities are subject to FERC reportingrequirements 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 are subject to certain rules prohibiting manipulative or deceptive conduct, and if any of the Company's generatingcompanies with market-based rate authority are deemed to have violated those rules, they could be subject to potential disgorgement of profits associatedwith the violation, penalties, suspension or revocation of market based rate authority. If such generating companies were to lose their market-based rateauthority, such companies would be required to obtain FERC's acceptance of a cost-of-service rate schedule and could become subject to the significantaccounting, record-keeping, and reporting requirements that are imposed on utilities with cost-based rate schedules. This could have a material adverseeffect on the rates the Company is able to charge for power from its facilities.30 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 thePURPA, as amended, and therefore are exempt from certain regulation under the PUHCA and the 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 besubject to significant accounting, record-keeping, access to books and records and reporting requirements, and failure to comply with such requirementscould 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 ReliabilityOrganization (currently the North American Electric Reliability Corporation, or NERC) and approved by FERC. If the Company fails to comply with themandatory reliability standards, it could be subject to sanctions, including substantial monetary penalties and increased compliance obligations. TheCompany will also be affected by legislative and regulatory changes, as well as changes to market design, market rules, tariffs, cost allocations, and biddingrules that occur in the existing regional markets operated by RTOs or ISOs, such as PJM. The RTOs/ISOs that oversee most of the wholesale powermarkets impose, and in the future may continue to impose, mitigation, including price limitations, offer caps, non-performance penalties and othermechanisms to address some of the volatility and the potential exercise of market power in these markets. These types of price limitations and otherregulatory 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 inthe last several years due to state and federal policies affecting wholesale competition and the creation of incentives for the addition of large amounts ofnew renewable generation and, in some cases, transmission assets. These changes are ongoing and the Company cannot predict the future design of thewholesale power markets or the ultimate effect that the changing regulatory environment will have on the Company's business. In addition, in some ofthese markets, interested parties have proposed to re-regulate the markets or require divestiture of electric generation assets by asset owners or operators toreduce their market share. Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring processmay delay or reverse the deregulation process. If competitive restructuring of the electric power markets is reversed, discontinued, or delayed, theCompany's business prospects and financial results could be negatively impacted.The Company is subject to environmental laws and regulations that impose extensive and increasingly stringent requirements on its operations, as wellas 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, directivesand 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 regulatedmaterials, such as chemicals; the prevention of releases of hazardous materials into the environment; the prevention, presence and remediation of hazardousmaterials in soil and groundwater, both on and offsite; land use and zoning matters; and workers' health and safety matters. The Company's facilities couldexperience incidents, malfunctions and other unplanned events that could result in spills or emissions in excess of permitted levels and result in personalinjury, penalties and property damage. As such, the operation of the Company's facilities carries an inherent risk of environmental, health and safetyliabilities (including potential civil actions, compliance or remediation orders, fines and other penalties), and may result in the assets being involved fromtime to time in administrative and judicial proceedings relating to such matters. The Company has implemented environmental, health and safetymanagement programs designed to continually improve environmental, health and safety performance. Environmental laws and regulations have generallybecome more stringent over time. Significant costs may be incurred for capital expenditures under environmental programs to keep the assets compliantwith such environmental laws and regulations. If it is not economical to make those expenditures, it may be necessary to retire or mothball facilities orrestrict or modify the Company's operations to comply with more stringent standards. These environmental requirements and liabilities could have amaterial adverse effect on the business, financial condition, results of operations and cash flows.31 Government regulations providing incentives for renewable generation could change at any time and such changes may negatively impact theCompany's growth strategy. The Company's growth strategy depends in part on government policies that support renewable generation and enhance the economic viability of owningrenewable electric generation assets. Renewable generation assets currently benefit from various federal, state and local governmental incentives such asITCs, cash grants in lieu of ITCs, loan guarantees, RPS, programs, modified accelerated cost-recovery system of depreciation and bonus depreciation. InDecember 2015, the U.S. Congress enacted an extension of the 30% solar ITC so that projects that began construction in 2016 through 2019 will continueto 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. Thesame legislation also extended the 10-year wind PTC for wind projects that began construction in 2016 through 2019.Wind projects that began constructionin 2018 or 2019 are eligible for PTCS 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 samelegislation also extended an 18% ITC in lieu of the PTC for wind projects that begin construction in 2020. In December 2020, the ConsolidatedAppropriations Act, 2021 was signed by the President and extended the solar ITC so that projects that begin construction in 2021 or 2022 will be eligiblefor 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 extendedthe 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 an18% 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 renewableenergy. However, the regulations that govern the RPS programs, including pricing incentives for renewable energy, or reasonableness guidelines for pricingthat increase valuation compared to conventional power (such as a projected value for carbon reduction or consideration of avoided integration costs), maychange. 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 infuture power contracts, which could have a material adverse effect on the Company's future growth prospects. Such material adverse effects may resultfrom decreased revenues, reduced economic returns on certain project company investments, increased financing costs, and/or difficulty obtainingfinancing. Furthermore, the American 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 bemade by the U.S. DOE loan guarantee program in the future. If the Company is unable to utilize various federal, state and local government incentives to acquire additional renewable assets in the future, or theterms 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, financialcondition, results of operations and 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'sGenConn assets is established each year in a rate case; accordingly, the profitability of these assets is dependent on regulatory approval. Approximately 451 net MWt of capacity from certain of the Company's thermal assets are sold at rates approved by one or more federal or stateregulatory 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 UtilitiesRegulatory Authority. While such regulatory oversight is generally premised on the recovery of prudently incurred costs and a reasonable rate of return oninvested capital, the rates that the Company may charge, or the revenue that the Company may earn with respect to this capacity are subject to authorizationof the applicable regulatory authorities. There can be no assurance that such regulatory authorities will consider all of the costs to have been prudentlyincurred or that the regulatory process by which rates or revenues are determined will always result in rates or revenues that achieve full recovery of costsor an adequate return on the Company's capital investments. While the Company's rates and revenues are generally established based on an analysis ofcosts incurred in a base year, the rates the Company is allowed to charge, and the revenues the Company is authorized to earn, may or may not match thecosts at any given time. If the Company's costs are not adequately recovered through these regulatory processes, it could have a material adverse effect onthe business, financial condition, results of operations and cash flows.32 Risks Related to the Company's Common StockThe Company may not be able to continue paying comparable or growing cash dividends to holders of its common stock in the future. The amount of CAFD principally depends upon the amount of cash the Company generates from its operations, which will fluctuate from quarterto quarter based on, among other things:•the level and timing of capital expenditures the Company makes;•the level of operating and general and administrative expenses, including reimbursements to CEG for services provided to theCompany in accordance with the CEG Master Services Agreement;•variations in revenues generated by the business, due to seasonality, weather, or otherwise;•debt service requirements and other liabilities;•fluctuations in working capital needs;•the Company's ability to borrow funds and access capital markets;•restrictions contained in the Company's debt agreements (including project-level financing and, if applicable, corporate debt);and•other business risks affecting cash levels. As a result of all these factors, the Company cannot guarantee that it will have sufficient cash generated from operations to pay a specific level of cashdividends to holders of its Class A or Class C common stock. Furthermore, holders of the Company's Class A or Class C common stock should be awarethat the amount of CAFD depends primarily on operating cash flow, and is not solely a function of profitability, which can be affected by non-cash items. The Company may incur other expenses or liabilities during a period that could significantly reduce or eliminate its CAFD and, in turn, impair its abilityto pay dividends to holders of the Company's Class A or Class C common stock during the period. Because the Company is a holding company, its abilityto pay dividends on the Company's Class A or Class C common stock is restricted and further limited by the ability of the Company's subsidiaries to makedistributions to the Company, including restrictions under the terms of the agreements governing the Company's corporate debt and project-level financing.For example, as a result of the PG&E Bankruptcy, between early 2019 and mid-2020, certain of the Company's unconsolidated investments were unable todistribute project dividends to the Company. The project-level financing agreements generally prohibit distributions from the project entities prior to CODand thereafter prohibit distributions to the Company unless certain specific conditions are met, including the satisfaction of financial ratios. The Company'srevolving credit facility also restricts the Company's ability to declare and pay dividends if an event of default has occurred and is continuing or if thepayment of the dividend would result in an event of default. Clearway Energy LLC's CAFD will likely fluctuate from quarter to quarter, in some cases significantly, due to seasonality. As a result, the Company maycause Clearway Energy LLC to reduce the amount of cash it distributes to its members in a particular quarter to establish reserves to fund distributions toits members in future periods for which the cash distributions the Company would otherwise receive from Clearway Energy LLC would be insufficient tofund its quarterly dividend. If the Company fails to cause Clearway Energy LLC to establish sufficient reserves, the Company may not be able to maintainits quarterly dividend with respect to a quarter adversely affected by seasonality. Finally, dividends to holders of the Company's Class A or Class C common stock will be paid at the discretion of the Company's board of directors. TheCompany's board of directors may decrease the level, or entirely discontinue payment, of dividends.The Company is a holding company and its only material asset is its interest in Clearway Energy LLC, and the Company is accordingly dependentupon distributions from Clearway Energy LLC and its subsidiaries to pay dividends and taxes and other expenses. The Company is a holding company and has no material assets other than its ownership of membership interests in Clearway Energy LLC, a holdingcompany that has no material assets other than its interest in Clearway Energy Operating LLC, whose sole material assets are the project companies. Noneof the Company, Clearway Energy LLC or Clearway Energy Operating LLC has any independent means of generating revenue. The Company intends tocontinue to cause Clearway Energy Operating LLC's subsidiaries to make distributions to Clearway Energy Operating LLC and, in turn, make distributionsto Clearway Energy LLC, and, in turn, to make distributions to the Company in an amount sufficient to cover all applicable taxes payable and dividends, ifany, declared by the Company. To the extent that the Company needs funds33 for a quarterly cash dividend to holders of the Company's Class A and Class C common stock or otherwise, and Clearway Energy Operating LLC orClearway Energy LLC is restricted from making such distributions under applicable law or regulation or is otherwise unable to provide such funds(including as a result of Clearway Energy Operating LLC's operating subsidiaries being unable to make distributions), it could materially adversely affectthe Company's liquidity and financial condition and limit the Company's ability to pay dividends to holders of the Company's Class A and Class C commonstock.Market interest rates may have an effect on the value of the Company's Class A and Class C common stock. One of the factors that influences the price of shares of the Company's Class A and Class C common stock is the effective dividend yield of such shares(i.e., the yield as a percentage of the then market price of the Company's shares) relative to market interest rates. An increase in market interest rates, whichare currently at low levels relative to historical rates, may lead investors of shares of the Company's Class A and Class C common stock to expect a higherdividend yield and the Company's inability to increase its dividend as a result of an increase in borrowing costs, insufficient CAFD or otherwise, couldresult in selling pressure on, and a decrease in the market prices of the Company's Class A and Class C common stock as investors seek alternativeinvestments with higher yield.If the Company is deemed to be an investment company, the Company may be required to institute burdensome compliance requirements and theCompany'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'sbusiness would be subject to applicable restrictions under the Investment Company Act, which could make it impracticable for the Company to continue itsbusiness as contemplated. The Company believes it is not an investment company under Section 3(b)(1) of the Investment Company Act because theCompany is primarily engaged in a non-investment company business. The Company intends to conduct its operations so that the Company will not bedeemed an investment company. However, if the Company were to be deemed an investment company, restrictions imposed by the Investment CompanyAct, including limitations on the Company's capital structure and the Company's ability to transact with affiliates, could make it impractical for theCompany to continue its business as contemplated.Market volatility may affect the price of the Company's Class A and Class C common stock. The market price of the Company's Class A and Class C common stock may fluctuate significantly in response to a number of factors, most of which theCompany cannot predict or control, including general market and economic conditions, disruptions, downgrades, credit events and perceived problems inthe credit markets; actual or anticipated variations in its quarterly operating results or dividends; natural disasters, wildfires and other weather-relatedevents; changes in the Company's investments or asset composition; write-downs or perceived credit or liquidity issues affecting the Company's assets;market perception of GIP or CEG, the Company's business and the Company's assets; the Company's level of indebtedness and/or adverse market reactionto any indebtedness that the Company may incur in the future; the Company's ability to raise capital on favorable terms or at all; loss of any major fundingsource; changes in market valuations of similar power generation companies; and speculation in the press or investment community regarding theCompany, GIP or CEG. Securities markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies.Any broad market fluctuations may adversely affect the trading price of the Company's Class A and Class C common stock.Furthermore, any significant disruption to the Company’s ability to access the capital markets, or a significant increase in interest rates, couldmake it difficult for the Company to successfully acquire attractive projects from third parties and may also limit the Company’s ability to obtain debt orequity financing to complete such acquisitions. If the Company is unable to raise adequate proceeds when needed to fund such acquisitions, the ability togrow the Company’s project portfolio may be limited, which could have a material adverse effect on the Company’s ability to implement its growthstrategy and, ultimately, its business, financial condition, results of operations and cash flows.Provisions of the Company's charter documents or Delaware law could delay or prevent an acquisition of the Company, even if the acquisition wouldbe beneficial to holders of the Company's Class A and Class C common stock, and could make it more difficult to change management. Provisions of the Company's amended and restated certificate of incorporation and fourth amended and restated bylaws may discourage, delay orprevent a merger, acquisition or other change in control that holders of the Company's Class A and Class C common stock may consider favorable,including transactions in which such stockholders might otherwise receive a premium for their shares. This is because these provisions may prevent orfrustrate attempts by stockholders to replace or remove members of the Company's management. These provisions include:34 •a prohibition on stockholder action through written consent;•a requirement that special meetings of stockholders be called upon a resolution approved by a majority of the Company's directors then inoffice;•advance notice requirements for stockholder proposals and nominations; and•the authority of the board of directors to issue preferred stock with such terms as the board of directors may determine. Section 203 of the Delaware General Corporation Law prohibits a publicly held Delaware corporation from engaging in a business combination with aninterested stockholder, generally a person that together with its affiliates owns or within the last three years has owned 15% of voting stock, for a period ofthree years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in aprescribed manner. Additionally, the Company's restated certificate of incorporation prohibits any person and any of its associate or affiliate companies inthe aggregate, public utility or holding company from acquiring, other than secondary market transactions, an amount of the Company's Class A or Class Ccommon stock sufficient to result in a transfer of control without the prior written consent of the Company's board of directors. Any such change of control,in addition to prior approval from the Company's board of directors, would require prior authorization from FERC. Similar restrictions may apply to certainpurchasers of the Company's securities which are holding companies regardless of whether the Company's securities are purchased in offerings by theCompany or NRG, in open market transactions or otherwise. A purchaser of the Company's securities which is a holding company will need to determinewhether a given purchase of the Company's securities may require prior FERC approval.Investors may experience dilution of ownership interest due to the future issuance of additional shares of the Company's Class A or Class C commonstock. The Company is in a capital intensive business, and may not have sufficient funds to finance the growth of the Company's business, future acquisitionsor to support the Company's projected capital expenditures. As a result, the Company may require additional funds from further equity or debt financings,including tax equity financing transactions, sales under the ATM Program or sales of preferred shares or convertible debt to complete future acquisitions,expansions and capital expenditures and pay the general and administrative costs of the Company's business. In the future, the Company may issue sharesunder its ATM Program and the Company's previously authorized and unissued securities, resulting in the dilution of the ownership interests of purchasersof the Company's Class A and Class C common stock. Under the Company's restated certificate of incorporation, the Company is authorized to issue500,000,000 shares of Class A common stock, 500,000,000 shares of Class B common stock, 1,000,000,000 shares of Class C common stock,1,000,000,000 shares of Class D common stock and 10,000,000 shares of preferred stock with preferences and rights as determined by the Company'sboard of directors. The potential issuance of additional shares of common stock or preferred stock or convertible debt may create downward pressure on thetrading price of the Company's Class A and Class C common stock.If securities or industry analysts do not publish or cease publishing research or reports about the Company, the Company's business or the Company'smarket, or if they change their recommendations regarding the Company's Class A and/or Class C common stock adversely, the stock price and tradingvolume of the Company's Class A and/or Class C common stock could decline. The trading market for the Company's Class A and Class C common stock is influenced by the research and reports that industry or securities analystsmay publish about the Company, the Company's business, the Company's market or the Company's competitors. If any of the analysts who may cover theCompany change their recommendation regarding the Company's Class A and/or Class C common stock adversely, or provide more favorable relativerecommendations about the Company's competitors, the price of the Company's Class A and/or Class C common stock would likely decline. If any analystwho covers the Company were to cease coverage of the Company or fail to regularly publish reports on the Company, the Company could lose visibility inthe financial markets, which in turn could cause the stock price or trading volume of the Company's Class A and/or Class C common stock to decline.Future sales of the Company's Class A or Class C common stock by GIP may cause the price of the Company's Class A or Class C common stock tofall. The market price of the Company's Class A or Class C common stock could decline as a result of sales by GIP of such shares (issuable to GIP upon theexchange of some or all of its Clearway Energy LLC Class B or Class D units, respectively) in the market, or the perception that these sales could occur.35 The market price of the Company's Class A or Class C common stock may also decline as a result of GIP disposing or transferring some or all of theCompany's outstanding Class B or Class D common stock, which disposals or transfers would reduce GIP's ownership interest in, and voting control over,the Company. These sales might also make it more difficult for the Company to sell equity securities at a time and price that the Company deemsappropriate. GIP and certain of its affiliates have certain demand and piggyback registration rights with respect to shares of the Company's Class Acommon stock issuable upon the exchange of Clearway Energy LLC's Class B units and/or Class C common stock issuable upon the exchange of ClearwayEnergy LLC's Class D units. The presence of additional shares of the Company's Class A and/or Class C common stock trading in the public market, as aresult of the exercise of such registration rights, may have a material adverse effect on the market price of the Company's securities.Risks Related to TaxationThe Company's future tax liability may be greater than expected if the Company does not generate NOLs sufficient to offset taxable income, if federal,state and local tax authorities challenge certain of the Company’s tax positions and exemptions or if changes in federal, state and local tax laws occur. The Company expects to generate NOLs and carryforward prior year NOL balances to offset future taxable income. Based on the Company's currentportfolio of assets, which include renewable assets that benefit from accelerated tax depreciation deductions and federal tax credits, the Company does notexpect to pay significant federal income tax for a period of approximately ten years. While the Company expects these losses will be available as a futurebenefit, in the event that they are not generated as expected, successfully challenged by the IRS or state and local jurisdictions (in a tax audit or otherwise)or subject to future limitations from a potential change in ownership, as discussed below, the Company's ability to realize these benefits may be limited. Inaddition, the Company’s ability to realize state and local tax exemptions, including property or sales and use tax exemptions, is subject to various tax laws.If these exemptions are successfully challenged by state and local jurisdictions or if a change in tax law occurs, the Company’s ability to realize theseexemptions could be affected. A reduction in the Company's expected NOLs, a limitation on the Company's ability to use such losses or tax credits, andchallenges by tax authorities to the Company’s tax positions may result in a material increase in the Company's estimated future income, sales/use andproperty tax liability and may negatively impact the Company's liquidity and financial condition.The Company's ability to use NOLs to offset future income may be limited. The Company's ability to use NOLs could be substantially limited if the Company is unable to generate future taxable income or were to experience an"ownership change" as defined under Section 382 of the Code. In general, an "ownership change" would occur if the Company's "5-percent shareholders,"as defined under Section 382 of the Code, collectively increased their ownership in the Company by more than 50 percentage points over a rolling three-year period. A corporation that experiences an ownership change will generally be subject to an annual limitation on the use of its pre-ownership changedeferred tax assets equal to the equity value of the corporation immediately before the ownership change, multiplied by the long-term tax-exempt rate forthe month in which the ownership change occurs. Future sales of any class of the Company's common stock by GIP, as well as future issuances by theCompany, could contribute to a potential ownership change.A valuation allowance may be required for the Company's deferred tax assets. The Company's expected NOLs and tax credits will be reflected as a deferred tax asset as they are generated until utilized to offset income. Valuationallowances may need to be maintained for deferred tax assets that the Company estimates are more likely than not to be unrealizable, based on availableevidence at the time the estimate is made. Valuation allowances related to deferred tax assets can be affected by changes to tax laws, statutory tax rates andfuture taxable income levels. In the event that the Company was to determine that it would not be able to realize all or a portion of the net deferred taxassets in the future, the Company would reduce such amounts through a charge to income tax expense in the period in which that determination was made,which could have a material adverse impact on the Company's financial condition and results of operations.36 Distributions to holders of the Company's Class A and Class C common stock may be taxable. The amount of distributions that will be treated as taxable for U.S. federal income tax purposes will depend on the amount of the Company's current andaccumulated earnings and profits. It is difficult to predict whether the Company will generate earnings or profits as computed for federal income taxpurposes in any given tax year. Generally, a corporation's earnings and profits are computed based upon taxable income, with certain specified adjustments.Distributions will constitute ordinary dividend income to the extent paid from the Company's current or accumulated earnings and profits. Distributions inexcess of the Company’s current and accumulated earnings and profits will constitute a nontaxable return of capital to the extent of a stockholder's basis inhis or her Class A or Class C common stock. Distributions in excess of the Company's current and accumulated earnings and profits and in excess of astockholder's basis will be treated as gain from the sale of the common stock. For U.S. tax purposes, the Company's distributions to its stockholders in 2020 and 2019 are classified for U.S. federal income tax purposes as anontaxable return of capital and reduction of a U.S. stockholder's tax basis, to the extent of a U.S. stockholder's tax basis in each of the Company's commonshares, with any remaining amount being taxed as a capital gain.37 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATIONThis Annual Report on Form 10-K of Clearway Energy, Inc., together with its consolidated subsidiaries, or the Company, includes forward-lookingstatements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities ExchangeAct of 1934, as amended, or the Exchange Act. The words "believes," "projects," "anticipates," "plans," "expects," "intends," "estimates" and similarexpressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties andother factors that may cause the Company's actual results, performance and achievements, or industry results, to be materially different from any futureresults, performance or achievements expressed or implied by such forward-looking statements. These factors, risks and uncertainties include the factorsdescribed under Item 1A — Risk Factors and the following:•The Company's ability to maintain and grow its quarterly dividend;•Potential risks related to COVID-19 or any other pandemic;•Potential risks related to the 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 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 weatherconditions (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 orother developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that the Company maynot 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 earningsand 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 certainsubsidiaries and project-level subsidiaries generally, in the Clearway Energy Operating LLC amended and restated revolving credit facility, in theindentures governing the Senior Notes and in the indentures governing the Company's convertible notes;•Cyber terrorism and inadequate cybersecurity, or the occurrence of a catastrophic loss and the possibility that the Company may not have adequateinsurance 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 thepossibility 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 anyforward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause theCompany's actual results to differ materially from those contemplated in any forward-looking statements included in this Annual Report on Form 10-Kshould not be construed as exhaustive.Item 1B — Unresolved Staff CommentsNone.38 Item 2 — PropertiesListed below are descriptions of the Company's interests in facilities, operations and/or projects owned or leased as of December 31, 2020.CapacityRatedMWNetMWOwner-shipPPA TermsAssetsLocationFuelCODCounterpartyExpirationConventionalCarlsbadCarlsbad, CA527 527 100 %Natural GasDecember 2018San Diego Gas & Electric2038El SegundoEl Segundo, CA550 550 100 %Natural GasAugust 2013SCE2023GenConn DevonMilford, CT190 95 50 %Natural Gas/OilJune 2010Connecticut Light & Power2040GenConn MiddletownMiddletown, CT190 95 50 %Natural Gas/OilJune 2011Connecticut Light & Power2041Marsh LandingAntioch, CA720 720 100 %Natural GasMay 2013PG&E2023Walnut CreekCity of Industry, CA485 485 100 %Natural GasMay 2013SCE2023Total Conventional2,662 2,472 Utility Scale SolarAgua CalienteDateland, AZ290 46 16 %SolarJune 2014PG&E2039AlpineLancaster, CA66 66 100 %SolarJanuary 2013PG&E2033AvenalAvenal, CA45 23 50 %SolarAugust 2011PG&E2031Avra ValleyPima County, AZ27 27 100 %SolarDecember 2012Tucson Electric Power2032BlytheBlythe, CA21 21 100 %SolarDecember 2009SCE2029BorregoBorrego Springs, CA26 26 100 %SolarFebruary 2013San Diego Gas and Electric2038Buckthorn Solar Fort Stockton, TX154 154 100 %SolarJuly 2018City of Georgetown, TX2043CVSRSan Luis Obispo, CA250 250 100 %SolarOctober 2013PG&E2038Desert Sunlight 250Desert Center, CA250 63 25 %SolarDecember 2014SCE2034Desert Sunlight 300Desert Center, CA300 75 25 %SolarDecember 2014PG&E2039Kansas SouthLemoore, CA20 20 100 %SolarJune 2013PG&E2033KawailoaOahu, HI49 24 48 %SolarNovember 2019Hawaiian Electric Company2041Oahu Solar Projects Oahu, HI61 58 95 %SolarSeptember 2019Hawaiian Electric Company2041RoadrunnerSanta Teresa, NM20 20 100 %SolarAugust 2011El Paso Electric2031Rosamond Central Rosamond, CA192 96 50 %SolarDecember 2020Various2035TA High DesertLancaster, CA20 20 100 %SolarMarch 2013SCE2033Utah Solar Portfolio Various530 265 50 %SolarJuly - September2016PacifiCorp2036Total Utility Scale Solar2,321 1,254 Distributed SolarDGPV Fund ProjectsVarious286 286 100 %SolarSeptember 2015 -March 2019Various2030 - 2044Solar Power Partners (SPP)ProjectsVarious25 25 100 %SolarJune 2008 - June2012Various2026 - 2037Other DG ProjectsVarious21 21 100 %SolarDecember 2010 -October 2015Various2023 - 2039Total Distributed Solar332 332 (a)(b) (b)(b)(b)(b) (b)39 CapacityRatedMWNetMWOwner-shipPPA TermsAssetsLocationFuelCODCounterpartyExpirationWindAlta ITehachapi, CA150 150 100 %WindDecember 2010SCE2035Alta IITehachapi, CA150 150 100 %WindDecember 2010SCE2035Alta IIITehachapi, CA150 150 100 %WindFebruary 2011SCE2035Alta IVTehachapi, CA102 102 100 %WindMarch 2011SCE2035Alta VTehachapi, CA168 168 100 %WindApril 2011SCE2035Alta XTehachapi, CA137 137 100 %WindFebruary 2014SCE2038Alta XITehachapi, CA90 90 100 %WindFebruary 2014SCE2038Buffalo BearBuffalo, OK19 19 100 %WindDecember 2008Western Farmers Electric Co-operative2033CrosswindsAyrshire, IA21 21 99 %WindJune 2007Corn Belt Power Cooperative2027Elbow Creek Howard County, TX122 122 100 %WindDecember 2008Various2029Elkhorn RidgeBloomfield, NE81 54 66.7 %WindMarch 2009Nebraska Public PowerDistrict2029ForwardBerlin, PA29 29 100 %WindApril 2008Constellation NewEnergy, Inc.2022Goat WindSterling City, TX150 150 100 %WindApril 2008/June2009Dow Pipeline Company2025HardinJefferson, IA15 15 99 %WindMay 2007Interstate Power and LightCompany2027Langford Christoval, TX160 160 100 %WindDecember2009/November2020Goldman Sachs2033Laredo RidgePetersburg, NE80 80 100 %WindFebruary 2011Nebraska Public PowerDistrict2031Lookout Berlin, PA38 38 100 %WindOctober 2008Southern Maryland ElectricCooperative2030Mesquite StarFisher County, TX419 210 50 %WindJune 2020Various2032 - 2035OcotilloForsan, TX59 59 100 %WindNovember 2008N/AOdinOdin, MN20 20 100 %WindJune 2008Missouri River EnergyServices2028PinnacleKeyser, WV55 55 100 %WindDecember 2011Maryland Department ofGeneral Services andUniversity System ofMaryland2031San Juan MesaElida, NM120 90 75 %WindDecember 2005Southwestern Public ServiceCompany2025Sleeping BearWoodward, OK95 95 100 %WindOctober 2007Public Service Company ofOklahoma2032South TrentSweetwater, TX101 101 100 %WindJanuary 2009AEP Energy Partners2029Spanish ForkSpanish Fork, UT19 19 100 %WindJuly 2008PacifiCorp2028Spring Canyon II Logan County, CO32 31 90.1 %WindOctober 2014Platte River Power Authority2039Spring Canyon III Logan County, CO28 26 90.1 %WindDecember 2014Platte River Power Authority2039TalogaPutnam, OK130 130 100 %WindJuly 2011Oklahoma Gas & Electric2031Wildorado Vega, TX161 161 100 %WindApril 2007Southwestern Public ServiceCompany2027Total Wind2,901 2,632 (a) (b) (b)(b)(b)(b)(b)(b)(b)(b)40 CapacityRatedMWNetMWOwner-shipPPA TermsAssetsLocationFuelCODCounterpartyExpirationThermal GenerationCA Fuel CellTulare, CA3 3 100 %Natural GasMay 2018City of Tulare2038ECP Uptown CampusPittsburgh, PA6 6 100 %Natural GasMay 2019Duquesne University2029Energy Center - PittsburghPittsburgh, PA7 7 100 %DieselJanuary 2019University of PittsburghMedical Center2038Energy Center CaguasCaguas, PR3 3 100 %Natural GasSeptember 2020Viatris Pharmaceuticals2032Paxton Creek CogenHarrisburg, PA 12 12 100 %Natural GasNovember 1986Power sold into PJM marketsPrinceton HospitalPrinceton, NJ5 5 100 %Natural GasJanuary 2012Excess power sold to local utilityTucson Convention CenterTucson, AZ2 2 100 %Natural GasJanuary 2003Excess power sold to local utilityUniversity of BridgeportBridgeport, CT1 1 100 %Natural GasApril 2015University of Bridgeport2034Total Thermal Generation39 39 Total Clearway Energy, Inc.8,255 6,729 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, 2020.Projects are part of tax equity arrangements, as further described in Item 15 — Note 2, Summary of Significant Accounting Policies.The following table summarizes the Company's thermal steam and chilled water facilities as of December 31, 2020:Name and Location of FacilityThermal Energy Customers(steam/chilled water)% OwnedRated MegawattThermalEquivalentCapacity (MWt)Net MegawattThermalEquivalentCapacity (MWt)GeneratingCapacityEnergy Center Minneapolis, MN100 steam100 %286286Steam: 1,075 MMBtu/hr.55 chilled water100 %129129 Chilled water: 38,700 tonsECP Uptown Campus, PADuquesne University100 %5353 Steam: 181 MMBtu/hr.Duquesne University100 %24 24 Chilled water: 5,790 tonsEnergy 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 tonsEnergy Center Harrisburg, PA115 steam100 %9494Steam: 370 MMBtu/hr.5 chilled water100 %14 14 Chilled water: 3,900 tonsEnergy Center Phoenix, AZ40 chilled water73 % 144104Chilled water 41,020 tons24 %5 1 Steam: 17 MMBtu/hr.Energy Center Pittsburgh, PA25 steam100 %118118Steam: 452 MMBtu/hr.30 chilled water100 %68 68 Chilled water: 22,224 tonsEnergy Center San Diego, CA20 chilled water100 %31 31 Chilled water: 9,295 tonsEnergy Center Princeton, NJPrinceton HealthCare System100 %21 21 Steam: 72 MMBtu/hr.Princeton HealthCare System100 %17 17 Chilled water: 4,700 tonsEnergy Center Caguas, PRViatris Pharmaceuticals100 %1 1 Steam: 4 MMBtu/hr.Viatris Pharmaceuticals100 %3 3 Chilled water: 800 tonsTotal generating capacity1,438 1,394 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 ofDecember 31, 2020.Net MWt capacity excludes 43 MWt available under the right-to-use provisions contained in agreements between one of the Company's thermal facilities and certain of its customers.(a)(a) (b) (a)(b)(a) (b) 41 Item 3 — Legal Proceedings See Item 15 — Note 16, Commitments and Contingencies, to the Consolidated Financial Statements for discussion of the material legal proceedings towhich the Company is a party or of which any of its properties is subject.Item 4 — Mine Safety Disclosures Not applicable.42 PART IIItem 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket Information, Equity Holders and Dividends The Company's Class A common stock and Class C common stock are listed on the New York Stock Exchange and trade under the ticker symbols"CWEN.A" and "CWEN," respectively. The Company's Class B common stock and Class D common stock are not publicly traded. As of January 31, 2021, there were two holders of record of the Class A common stock, one holder of record of the Class B common stock, three holdersof record of the Class C common stock and one holder of record of the Class D common stock. On February 12, 2021 the Company declared a quarterly dividend on its Class A and Class C common stock of $0.324 per share payable on March 15,2021, to stockholders of record as of March 1, 2021. The Company's Class A and Class C common stock dividends are subject to available capital, market conditions, and compliance with associated lawsand regulations. The Company expects that, based on current circumstances, comparable cash dividends will continue to be paid in the foreseeable future.43 Stock Performance Graph The performance graph below compares the Company's cumulative total stockholder return on the Company's Class A common stock and Class Ccommon stock from December 31, 2015 through December 31, 2020, with the cumulative total return of the Standard & Poor's 500 Composite Stock PriceIndex, or S&P 500, and the Philadelphia Utility Sector Index, or UTY. The performance graph shown below is being furnished and compares each period assuming that $100 was invested on December 31, 2015 in each ofthe Class A common stock of the Company, the Class C common stock of the Company, the stocks included in the S&P 500 and the stocks included in theUTY, and that all dividends were reinvested.Comparison of Cumulative Total ReturnDecember 31,2015December 31,2016December 31,2017December 31,2018December 31,2019December 31,2020Clearway Energy, Inc. Class A common stock$100.00 $117.84 $153.68 $148.04 $175.91 $284.42 Clearway Energy, Inc. Class C common stock100.00 113.84 144.49 141.44 171.67 286.76 S&P 500100.00 111.96 136.40 130.42 171.49 203.04 UTY100.00 117.39 132.45 137.10 173.87 178.61 44 Item 6 — Selected Financial Data The historical data in the table below should be read in conjunction with the Consolidated Financial Statements and the related notes thereto in Item 15and Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.Fiscal year ended December 31,(In millions, except per share data)20202019201820172016Statement of Income Data:Operating RevenuesTotal operating revenues$1,199 $1,032 $1,053 $1,009 $1,035 Operating Costs and ExpensesCost of operations366 337 327 322 305 Depreciation, amortization and accretion428 401 336 338 306 Impairment losses24 33 — 44 185 General and administrative34 29 20 19 16 Transaction and integration costs9 3 20 3 1 Development costs5 5 3 — — Total operating costs and expenses866 808 706 726 813 Operating Income333 224 347 283 222 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)(7)(3)— Interest expense(415)(404)(306)(307)(284)Total other expense, net(387)(328)(231)(235)(221)(Loss) Income Before Income Taxes(54)(104)116 48 1 Income tax expense (benefit)8 (8)62 72 (1)Net (Loss) Income(62)(96)54 (24)2 Less: Pre-acquisition net income (loss) of Drop Down Assets— — 4 7 (4)Net (Loss) Income Excluding Pre-acquisition Net Income (Loss) of Drop Down Assets(62)(96)50 (31)6 Less: Net (loss) income attributable to noncontrolling interests(87)(85)2 (15)(51)Net Income (Loss) Attributable to Clearway Energy, Inc.$25 $(11)$48 $(16)$57 Earnings Per Share Attributable to Clearway Energy, Inc. Class A and Class CCommon StockholdersEarnings (loss) per Weighted Average Class A and Class C Common Share - Basic andDiluted$0.22 $(0.10)$0.46 $(0.16)$0.58 Dividends per Class A common share$1.05 $0.80 $1.258 $1.098 $0.945 Dividends per Class C common share$1.05 $0.80 $1.258 $1.098 $0.945 Other Financial Data: Capital expenditures$124 $228 $83 $190 $20 Cash Flow Data: Net cash provided by (used in): Operating activities$545 $477 $498 $517 $577 Investing activities(62)(468)(185)(442)(131) Financing activities(435)(175)(46)(257)(202)Balance Sheet Data: Cash and cash equivalents$268 $155 $407 $148 $322 Property, plant and equipment, net7,217 6,063 5,245 5,410 5,579 Total assets10,592 9,700 8,500 8,489 8,988 Long-term debt, including current maturities6,969 6,780 5,982 5,998 6,049 Total liabilities7,877 7,437 6,276 6,330 6,365 Total stockholders' equity2,715 2,263 2,224 2,159 2,623 45 Item 7 — Management's Discussion and Analysis of Financial Condition and the Results of Operations As you read this discussion and analysis, refer to the Company's Consolidated Statements of Operations to this Form 10-K. Also refer to Item 1 —Business and Item 1A — Risk Factors, which include detailed discussions of various items impacting the Company's business, results of operations andfinancial condition. Discussions of the year ended December 31, 2018 that are not included in this Annual Report on Form 10-K and year-to-yearcomparisons of the year ended December 31, 2019 and the year ended December 31, 2018 can be found in “Management’s Discussion and Analysis ofFinancial 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 ofoperations and financial condition;•Results of operations, including an explanation of significant differences between the periods in the specific line items of theconsolidated 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 ofoperations, and which require management's most difficult, subjective or complex judgment. 46 Executive SummaryIntroduction and OverviewClearway Energy, Inc. together with its consolidated subsidiaries, or the Company, is a publicly-traded energy infrastructure investor in and owner ofmodern, sustainable and long-term contracted assets across North America. The Company is indirectly owned by Global Infrastructure Partners III. GlobalInfrastructure Management, LLC is an independent fund manager that invests in infrastructure assets in the energy and transport sectors, and GlobalInfrastructure Partners III is its third equity fund. The Company is sponsored by GIP through GIP's 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. TheCompany also owns approximately 2,500 net MW of environmentally-sound, highly efficient natural gas-fired generation facilities as well as a portfolio ofdistrict energy systems. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide itsinvestors with stable and growing dividend income. Substantially all of the Company's generation assets are under long-term contractual arrangements forthe output or capacity from these assets. The weighted average remaining contract duration of these offtake agreements was approximately 13 years as ofDecember 31, 2020 based on CAFD.Significant EventsThird 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, WestVirginia. 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 $202million. Agua Caliente is a 290 MW solar project located in Dateland, Arizona in which Clearway previously owned a 16% equity interest. Theproject has a 25-year PPA with PG&E, with approximately 19 years remaining under the agreement. Following the close of the transaction, theCompany owns a 51% equity interest in Agua Caliente. The Company will remove its equity method investment and consolidate its interest inAgua 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 the Rattlesnake Wind Project, a 160 net MW wind facility located in Adams County, WA which achieved commercial operations inJanuary 2021, for $132 million in cash consideration and expects its net capital commitment to be $119 million after proceeds from a state salesand 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 thepartnership that owns the 419 MW Mesquite Star wind project, providing the Company with additional project cash flows after the first half of2031. As described below, the Company had previously acquired an interest in Mesquite Star Pledgor LLC, which was subsequently renamedLighthouse 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, forapproximately $24 million in cash consideration. Rosie TargetCo LLC is a partnership, whose Class B membership interests are ownedby a third party investor. The Company is entitled to a 50% cash equity interest in Rosamond Central through its Class A membershipinterests.For the above-mentioned transactions, the Company expects to invest an estimated $215 million in corporate capital by the end of 2022, subject toclosing adjustments and the projects achieving certain milestones. The expected net corporate capital includes the $24 million already invested inRosamond Central in 2020 and the purchase price adjustment received concurrent with the partnership agreement amendment for Mesquite Star.47 •On November 20, 2020, the Company acquired from Clearway Renew LLC, a subsidiary of CEG, and a third party investor, 100% of the cashequity interests in Langford Holding LLC, which owns the Langford wind project, for total cash consideration of approximately $64 million. TheLangford wind project is a 160 MW wind project located in West Texas which was repowered and achieved commercial operations in November2020.•On November 2, 2020, the Company acquired from CEG (i) the Class B membership interests in DGPV Holdco 1, DGPV Holdco 2 and DGPVHoldco 3, or the DGPV Holdco Entities and (ii) an SREC contract for an aggregate of $44 million in cash consideration. In connection with theacquisition of the Class B membership interests, the Company consolidated their interest in the underlying distributed solar tax equity funds withinDGPV Holdco 1 and DGPV 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 fromCEG to the ROFO pipeline (ii) memorialize as a ROFO asset the contract related to the monetization of renewable energy credits associated withassets within the DGPV Holdco Entities, which was acquired at the same time; and (iii) extend the third-party negotiation periods for CEG'sresidual 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 inMesquite Star Pledgor LLC from Clearway Renew LLC, a subsidiary of CEG, for $74 million in cash consideration inclusive of a purchase priceadjustment received in the fourth quarter of 2020 concurrent with the partnership amendment referenced below. Mesquite Star Pledgor LLC is theprimary beneficiary and consolidates its interest in a tax equity fund that owns the Mesquite Star wind project, a 419 MW utility scale windproject located in Fisher County, Texas. A majority of the project’s output is backed by contracts with investment grade counterparties with a 12year weighted average contract life. As described above, Mesquite Star Pledgor LLC was renamed Lighthouse Renewable Holdco LLC and theClass B membership interests were sold to a third party investor. The investor and the Company amended the terms of the related partnership andas a result, the Company now consolidates its interest in the Mesquite Star wind project, through its consolidation of Lighthouse RenewableHoldco LLC.•On April 17, 2020, the Company entered into binding agreements related to the previously announced drop down offer from CEG to enable theCompany 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 cashconsideration 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 inAdams 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 torepower the Pinnacle Wind Project, a 55 net MW wind facility located in Mineral County, WV. The amended agreement commits theCompany to invest an estimated $67 million in net corporate capital, subject to closing adjustments, and no longer requires an additionalpayment in 2031. The existing Pinnacle Wind power purchase agreements will continue to run through 2031. Commercial operations andcorporate 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 the Company to invest an estimated $256 million in net corporate capital, subject toclosing 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 investmentresulted 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 DBEnergy Assets, LLC for approximately $15 million.48 Corporate-Level Financing•On May 21, 2020, Clearway Energy Operating LLC completed the sale of an additional $250 million aggregate principal amount of the 2028Senior 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 areunsecured obligations of Clearway Energy Operating LLC and are guaranteed by Clearway Energy LLC and by certain of Clearway EnergyOperating LLC's wholly owned current and future subsidiaries. The proceeds from the additional 2028 Senior Notes were used to repay the $45million outstanding principal amount of the Company's 2020 Convertible Notes on June 1, 2020, as well as to fund the repayment of outstandingborrowings 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 financingarrangement, which included the issuance of a $467 million term loan, as well as $30 million in letters of credit in support of debt service. Thenotes bear interest at 3.51% and mature on September 30, 2040. The proceeds from the loan were utilized to repay existing project-level debtoutstanding 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 remainingproceeds were utilized to pay related fees and expenses and in part to acquire the Class B membership interests in the DGPV Holdco Entities andan SREC contract from CEG as further described in Item 15 — Note 3, Acquisitions and Dispositions. Concurrent with the refinancing, theprojects were transferred under DG-CS Master Borrower LLC and the obligations under the financing arrangement are supported by theCompany's interest in the projects. Prior to the acquisition of CEG's Class B membership interests mentioned above, the Company investedapproximately $10 million in the DG investment partnerships with CEG during 2020, bringing total capital invested in these investmentpartnerships to $266 million.•On September 30, 2020, the Alpine, Blythe and Roadrunner projects were transferred under NIMH Solar LLC, a wholly owned subsidiary ofClearway Energy Operating LLC. Concurrently, total project-level debt outstanding for Alpine, Blythe and Roadrunner of $158 million wasassigned 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 insupport of debt service and project obligations. The term loan bears interest at an annual interest rate of LIBOR, plus an applicable margin of2.00% per annum through the third anniversary of closing, and 2.125% per annum thereafter through the maturity date in September 2024. As aresult of the amendment the Company received $35 million and the funds were utilized to pay related fees and expenses and along with existingproject level cash provided a distribution to Clearway Energy Operating LLC of $45 million. The obligations under the financing arrangement aresupported 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 ofapproximately $296 million in senior secured notes supported by the Company’s interest in the Four Brothers, Granite Mountain and Iron Springsprojects, or the Utah projects (previously defined as the Utah Solar Portfolio). The notes bear interest at 3.59% per annum and mature onDecember 31, 2036. The proceeds from the issuance were utilized to repay existing debt outstanding of approximately $247 million for the Utahprojects and to unwind the related interest rate swaps in the amount of $33 million. The remaining proceeds were utilized to pay related fees andexpenses, 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 the Company's Marsh Landing project to provide black startcapability in the greater San Francisco Bay area, which would restart Marsh Landing in the event of a blackout, under a five-year contract with theCalifornia Independent System Operator to support their emergency restoration of the electrical grid. The project has commenced constructionactivities and is expected to achieve commercial operations in the second quarter of 2021.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 theCompany's applicable projects the portion of the invoices corresponding to the electricity delivered for the period between January 1 and January28, 2019. These invoices related to the pre-petition period services and any payment therefore required the approval by the BankruptcyCourt. Subsequent to PG&E's49 emergence from bankruptcy the Company entered into waiver agreements with the lenders to the respective financing agreements related to thePG&E Bankruptcy and all previously restricted distributions were paid out of distribution reserve accounts at the Company's subsidiaries affectedby the PG&E Bankruptcy. Environmental Matters and Regulatory Matters Details of environmental matters and regulatory matters are presented in Item 1 — Business, Regulatory Matters and Item 1A — Risk Factors. Details ofsome of this information relate to costs that may impact the Company's financial results.Trends or Matters Affecting Results of Operations and Future Business PerformanceWind 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’soverall financial performance. Due to the variable nature of the wind and solar resources, the Company cannot predict the availability of the wind and solarresources and the potential variances from expected performance levels from quarter to quarter. To the extent the wind and solar resources are not availableat expected levels, it could have a negative impact on the Company’s financial performance for such periods.Recent Developments Affecting Industry Conditions and the Company’s BusinessCOVID-19In response to the ongoing coronavirus (COVID-19) pandemic, the Company has implemented preventative measures and developed corporate andregional response plans to protect the health and safety of its employees, customers and other business counterparties, while supporting the Company’ssuppliers and customers’ operations to the best of its ability in the circumstances. The Company also has modified certain business practices (includingdiscontinuing all non-essential business travel, implementing a temporary work-from-home policy for employees who can execute their work remotely andencouraging employees to adhere to local and regional social distancing, more stringent hygiene and cleaning protocols across the Company’s facilities andoperations and self-quarantining recommendations) to support efforts to reduce the spread of COVID-19 and to conform to government restrictions andbest practices encouraged by governmental and regulatory authorities. The Company continues to evaluate these measures, response plans and businesspractices 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 andother 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 toexperience operational delays and delays in the delivery of materials and supplies and may cause milestones or deadlines relating to various projects to bemissed.As of the date of this report, the Company has not experienced any material financial or operational impacts related to COVID-19. All of theCompany’s facilities have remained operational. The Company has experienced a decrease in volumetric sales at certain Thermal locations in part due toCOVID-19 related impacts which has not resulted in any material financial impacts to the Company. The Company believes that all of its accountsreceivable 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 ofoperations and cash flows, its ability to make distributions to its stockholders, the market prices of its common stock and its ability to satisfy its debtservice obligations at this time, due to numerous uncertainties. The ultimate impacts will depend on future developments, including, among others, theultimate geographic spread of the virus, the consequences of governmental and other measures designed to prevent the spread of the virus, the developmentof effective treatments, the duration of the outbreak, actions taken by governmental authorities, customers, suppliers and other third parties, workforceavailability and the timing and extent to which normal economic and operating conditions resume. For additional discussion regarding risks associated withthe COVID-19 pandemic, see Part I, Item 1A Risk Factors.February 2021 Winter Events in TexasDuring February 2021, Texas experienced extreme winter weather conditions. Certain of the Company's wind projects were unable to operate andexperienced outages due to the weather conditions. These projects are now operating within expectations. The Company continues to assess the fullfinancial exposure related to the circumstances, including potential mitigants, ongoing discussions with contractual counterparties, any potential disputeswhich may result and any state50 sponsored solutions to address the financial impacts caused by the circumstances. Based on available information, the Company currently estimates a directcash impact between $20 million and $30 million in 2021.51 Consolidated Results of OperationsThe following table provides selected financial information: Year ended December 31,(In millions)202020192018Operating RevenuesEnergy 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 ExpensesCost 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 administrative34 29 20 Transaction and integration costs9 3 20 Development costs5 5 3 Total operating costs and expenses866 808 706 Operating Income333 224 347 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)(7)Interest expense, net(415)(404)(306)Total other expense, net(387)(328)(231)(Loss) Income Before Income Taxes(54)(104)116 Income tax expense (benefit)8 (8)62 Net (Loss) Income(62)(96)54 Less: Pre-acquisition net income of Drop Down Assets— — 4 Net (Loss) Income Excluding Pre-acquisition Net Income of Drop Down Assets(62)(96)50 Less: Net (loss) income attributable to noncontrolling interests(87)(85)2 Net Income (Loss) Attributable to Clearway Energy, Inc.$25 $(11)$48 Year ended December 31,Business metrics:202020192018Renewables MWh generated/sold (in thousands) 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) 1,475 1,095 1,656 Conventional equivalent availability factor94.9 %94.9 %94.3 % Volumes do not include the MWh generated/sold by the Company's equity method investments.Volumes generated are not sold as the Conventional facilities sell capacity rather than energy.(a)(a)(b)(a)(b) 52 Management’s discussion of the results of operations for the years ended December 31, 2020 and 2019Gross 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 GAAPmeasure and may not be comparable to other companies’ presentations or deemed more useful than the GAAP information provided elsewhere in thisreport. Economic Gross Margin should be viewed as a supplement to and not a substitute for the Company's presentation of gross margin, which is themost directly comparable GAAP measure. Economic Gross Margin is not intended to represent gross margin. The Company believes that Economic GrossMargin is useful to investors as it is a key operational measure reviewed by the Company's chief operating decision maker. Economic Gross Margin isdefined as energy and capacity revenue, plus other revenues, less cost of fuels. Economic Gross Margin excludes the following components from GAAPgross 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 31,2020 and 2019:ConventionalRenewablesThermalTotal(In millions)Year ended December 31, 2020Energy 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, 2019Energy 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 53 Gross margin increased by $168 million during the year ended December 31, 2020, compared to the same period in 2019, primarily due to: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 millionin wind projects primarily related to a $17 million increase due to the completion of the repowering ofElbow Creek and Wildorado, an increase of $21 million due to the Oahu and Kawailoa facilitiesachieving 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 todecrease in volumetric sales at certain locations related to COVID-19, offset by an increase of $3million related to the acquisition of the Duquesne University Energy System on May 1, 2019(5)$168 Operations and Maintenance Expense Operations and maintenance expense increased by $28 million during the year ended December 31, 2020 compared to the same period in 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 millionincrease in maintenance primarily related to the consolidation of the DGPV Holdco entities within the Renewables segment.Depreciation, Amortization and Accretion Depreciation, amortization and accretion expense increased by $27 million during the year ended December 31, 2020, compared to 2019, due to a$30 million increase in the Conventional segment related to the acquisition of Carlsbad Energy in December 2019 and a $3 million increase in the Thermalsegment due primarily to accelerated depreciation related to Duquesne, partially offset by a $6 million decrease in the Renewables segment. In 2019, theCompany accelerated depreciation at the Wildorado and Elbow Creek projects, in connection with the repowering activities, which resulted in additionaldepreciation expense for the two projects of $39 million in the prior period. The current period includes incremental depreciation of $33 million consistingof accelerated depreciation of approximately $11 million for the repowering of Pinnacle, additional depreciation of $11 million related to the Oahu andKawailoa projects which reached COD in late 2019 and $11 million of additional depreciation due to the consolidation of the Chestnut and CS4 Funds inMay 2020.Impairment Losses The Company recorded impairment losses of $24 million for the year ended December 31, 2020, primarily related to several wind projects within theRenewables segment, as further described in Item 15 — Note 9, Asset Impairments.General and Administrative Expenses General and administrative expenses increased by $5 million for the year ended December 31, 2020 compared to the same period in 2019, primarily dueto an increase in MSA fees charged by CEG and an increase in personnel costs.Transaction and Integration CostsTransaction and integration expenses increased $6 million for the year ended December 31, 2020 compared to the same period in 2019 primarilydue to the increased number of Drop 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 acquiredSeptember 1, 2020, partially offset by increases in HLBV earnings for the Desert Sunlight, RPV and Utah investments.54 Impairment Loss on InvestmentThe Company recorded an $8 million impairment loss during the year ended December 31, 2020, related to San Juan Mesa, an equity methodinvestment within the Renewables segment as further described in Item 15 — Note 9, Asset Impairments.Gain on Sale of Unconsolidated AffiliateOn May 14, 2020, the Company sold its interests in RPV Holdco 1 LLC to a third party which resulted in a gain on sale of investment ofapproximately $49 million, as further described in Item 15 — Note 3, Acquisition and Dispositions.Loss on Debt ExtinguishmentThe Company recorded loss on debt extinguishment of $24 million during the year ended December 31, 2020, which reflects the write-off ofpreviously deferred debt issance costs, primarily related to the repayment of debt and related refinancing activities in the Renewables segment as furtherdescribed in Item 15 — Note 10, Long-term Debt.Interest Expense Interest expense increased by $11 million during the year ended December 31, 2020 compared to the same period in 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 Notesdue 20288 Change in fair value of interest rate swaps6 Reclassification of earnings previously deferred in Accumulated Other Comprehensive Income to the statement of operations inconnection 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 anincrease in interest expense related to Oahu and Kawailoa which were capitalized in 2019 and the consolidation of the DGPV HoldcoEntities in 2020(22)$11 55 Income Tax Expense (Benefit) For the year ended December 31, 2020, the Company recorded income tax expense of $8 million on pretax loss of $54 million. For the same period in2019, the Company recorded an income tax benefit of $8 million on pretax loss of $104 million. For the year ended December 31, 2020, the overalleffective tax rate was different than the statutory rate of 21% primarily due to the taxable earnings and losses allocated to partners’ interest in ClearwayEnergy LLC, which includes the effects of applying the hypothetical liquidation at book value, or HLBV, method of accounting for book purposes tocertain partnerships. For the year ended December 31, 2019, the overall effective tax rate was different than the statutory rate of 21% primarily due to the taxable earningsand losses allocated to partners’ interest in Clearway Energy LLC, which includes the effects of applying the hypothetical liquidation at book value, orHLBV, method of accounting for book purposes to certain partnerships.A reconciliation of the U.S. federal statutory rate of 21% to the Company's effective rate is as follows: Year Ended December 31, 20202019 (In millions, except percentages)Loss Before Income Taxes$(54)$(104)Tax at 21%(11)(22)State taxes, net of federal benefit(4)(7)Impact of non-taxable partnership earnings24 24 Investment tax credits— (1)Production tax credits, including prior year true-up(1)(1)Rate change2 — Other(2)(1)Income tax expense (benefit)$8 $(8)Effective income tax rate(14.8)%7.7 % The effective income tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings andlosses, earnings and losses allocated to partners' interest in Clearway Energy LLC which includes the effects of applying the HLBV method of accountingfor book purposes to certain partnerships, and changes in valuation allowances in accordance with ASC 740. These factors and others, including theCompany's history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.Net Loss Attributable to Noncontrolling Interests For the year ended December 31, 2020, the Company had income of $26 million attributable to CEG's economic interest in Clearway Energy LLC, offsetby losses of $20 million attributable to CEG's interests in the Kawailoa, Oahu and Repowering partnerships and losses of $93 million attributable tononcontrolling interests with respect to its tax equity financing arrangements and the application of the HLBV method. For the year ended December 31, 2019, the Company had a loss of $14 million attributable to CEG's economic interest in Clearway Energy LLC, as wellas $21 million of net losses attributable to CEG's interests in the Repowering, Oahu, and Kawailoa partnerships. The Company also recorded a net loss of$57 million attributable to noncontrolling interests with respect to tax equity financing arrangements and the application of the HLBV method, primarilyreflecting tax benefits allocated to tax equity investors in periods immediately subsequent to COD. This was partially offset by $7 million of incomeattributable to a third party's interest in the Kawailoa partnership.56 Liquidity and Capital Resources The Company's principal liquidity requirements are to meet its financial commitments, finance current operations, fund capital expenditures, includingacquisitions from time to time, service debt and pay dividends. As a normal part of the Company's business, depending on market conditions, the Companywill from time to time consider opportunities to repay, redeem, repurchase or refinance its indebtedness. Changes in the Company's operating plans, lowerthan anticipated sales, increased expenses, acquisitions or other events may cause the Company to seek additional debt or equity financing in futureperiods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cashpayment obligations and additional covenants and operating restrictions. Current Liquidity Position As of December 31, 2020 and 2019, the Company's liquidity was approximately $894 million and $842 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, Inc. and Clearway Energy LLC, excluding subsidiaries$119 $30 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 $417 Revolving credit facility availability$429 $425 Total liquidity$894 $842 The Company's liquidity includes $197 million and $262 million of restricted cash balances as of December 31, 2020 and 2019, respectively.Restricted cash consists primarily of funds to satisfy the requirements of certain debt arrangements and funds held within the Company's projects that arerestricted in their use. As of December 31, 2020, these restricted funds were comprised of $73 million designated to fund operating expenses,approximately $24 million designated for current debt service payments, and $45 million restricted for reserves including debt service, performanceobligations and other reserves, as well as capital expenditures. The remaining $55 million is held in distribution reserve accounts. As of December 31, 2020, the Company had no outstanding borrowings under the revolving credit facility and $66 million in letters of creditoutstanding. 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 $195million outstanding under the revolving credit 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, theCompany collected all remaining receivables due from PG&E for pre-petition periods and received all distributions that were previously restricted fromsubsidiaries 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 beadequate to meet the Company's financial commitments; debt service obligations; growth, operating and maintenance capital expenditures; and to funddividends to holders of the Company's Class A common stock and Class C common stock. Management continues to regularly monitor the Company'sability to finance the needs of its operating, financing and investing activity within the dictates of prudent balance sheet management. 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. Ratingsinfluence 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 creditrisk.57 The following table summarizes the credit ratings for the Company and its Senior Notes as of December 31, 2020. The ratings outlook is stable. S&PMoody'sClearway Energy, Inc. BBBa25.75% Senior Notes, due 2025BBBa25.000% Senior Notes, due 2026BBBa24.750% Senior Notes, due 2028BBBa2Sources of Liquidity The Company's principal sources of liquidity include cash on hand, cash generated from operations, proceeds from sales of assets, borrowings under newand existing financing arrangements and the issuance of additional equity and debt securities as appropriate given market conditions. As described in Item15 — Note 10, Long-term Debt, to the Consolidated Financial Statements, the Company's financing arrangements consist of corporate level debt, whichincludes Senior Notes and the revolving credit facility, the ATM Programs, and project-level financings for its various assets.Revolving Credit FacilityThe Company has a total of $429 million available under the revolving credit facility as of December 31, 2020. The facility will continue to be usedfor general corporate purposes including financing of future acquisitions and posting letters of credit.DG-CS Master Borrower LLCOn November 2, 2020, DG-CS Master Borrower LLC, a wholly owned subsidiary of Clearway Energy Operating LLC, entered into a financingarrangement, 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 bearinterest at 3.51% and mature on September 30, 2040. The proceeds from the loan were utilized to repay existing project-level debt outstanding for ChestnutBorrower 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 andexpenses and in part to acquire the Class B membership interests in the DGPV Holdco Entities and an SREC contract from CEG as further described inItem 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities.Utah Solar Holdings, LLCOn 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 Utahprojects (previously defined as the Utah Solar Portfolio). The notes bear interest at 3.59% per annum and mature on December 31, 2036. The proceedsfrom the issuance were utilized to repay existing debt outstanding of approximately $247 million for the Utah projects and to unwind the related interestrate swaps in the amount of $33 million. The remaining proceeds were utilized to pay related fees and expenses, with the remaining $9 million distributedto Clearway Energy Operating LLC.NIMH Solar LLCOn September 30, 2020, the Alpine, Blythe and Roadrunner projects were transferred under NIMH Solar LLC, a wholly owned subsidiary ofClearway Energy Operating LLC. Concurrently, total project-level debt outstanding for Alpine, Blythe and Roadrunner of $158 million was assigned toNIMH 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 debtservice and project obligations. The term loan bears annual interest at an annual rate of LIBOR, plus an applicable margin, which is 2.00% per annumthrough the third anniversary of closing, and 2.125% per annum thereafter through the maturity date in September 2024. As a result of the amendment theCompany received $35 million and the funds were utilized to pay related fees and expenses and along with existing project level cash provided adistribution to Clearway Energy Operating LLC of $45 million. The obligations under the financing arrangement are supported by the Company’s interestsin the projects.58 2028 Senior NotesOn May 21, 2020, Clearway Energy Operating LLC completed the sale of an additional $250 million aggregate principal amount of the 2028 SeniorNotes. 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 outstandingprincipal amount of the Company's 2020 Convertible Notes on June 1, 2020, as well as repay amounts outstanding under the Company’s revolving creditfacility and for general corporate purposes.ATM ProgramsAs of December 31, 2020, approximately $126 million of Class C common stock remains available for issuance under the 2020 ATM Program.During 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 ATMPrograms. The Company utilized the proceeds to acquire 2,690,455 Class C units of Clearway Energy LLC. The Company concluded the 2016 ATMprogram on June 30, 2020.Sale of Interest in RPV Holdco 1On 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 AssetsOn March 3, 2020, the Company, through Thermal LLC, sold 100% of its interests in Energy Center Dover LLC and Energy Center Smyrna LLC toDB Energy Assets, LLC for approximately $15 million. 59 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, asdescribed more fully in Item 15 — Note 10, Long-term Debt, to the Consolidated Financial Statements; (ii) capital expenditures; (iii) acquisitions andinvestments; and (iv) cash dividends to investors.Debt Service Obligations Principal payments on debt as of December 31, 2020, are due in the following periods:Description20212022202320242025There-afterTotal(In millions)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 debt— — — — 600 1,200 1,800 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$384 $407 $431 $359 $934 $4,528 $7,043 60 Capital Expenditures The Company's capital spending program is mainly focused on maintenance capital expenditures, consisting of costs to maintain the assets currentlyoperating, such as costs to replace or refurbish assets during routine maintenance, and growth capital expenditures consisting of costs to construct newassets, costs to complete the construction of assets where construction is in process, and capital expenditures related to acquiring additional thermalcustomers. For the years ended December 31, 2020, 2019, and 2018, the Company used approximately $124 million, $228 million, and $83 million, respectively, tofund capital expenditures, including maintenance capital expenditures of $23 million, $22 million and $36 million, respectively. Growth capitalexpenditures in 2020 include $59 million in the Renewables segment, $48 million of which were incurred in connection with the repowering of ElbowCreek and Wildorado facilities completed in the first quarter of 2020, $3 million incurred in connection with the Rosamond project, and $8 million incurredin the Oahu Partnership and the Kawailoa Partnership. In addition, the conventional segment incurred growth capital expenditures of $8 million related tothe Marsh Landing black start project. The Company also incurred $34 million of growth capital expenditures in the Thermal segment in connection withvarious development projects. Growth capital expenditures in 2019 include $180 million in the Renewables segment, $157 million of which were incurred in connection with theRepowering Partnership entered by the Company in August 2018, as well as $29 million incurred in the Oahu Partnership and the Kawailoa Partnership. Growth capital expenditures in 2018 include $33 million in the Renewables segment in connection with the construction of the Buckthorn Solar DropDown Asset, of which $10 million was incurred by NRG during the construction of Buckthorn Solar prior to its acquisition by the Company on March 30,2018. The Company estimates $28 million of maintenance capital expenditures for 2021. These estimates are subject to continuing review and adjustment andactual capital expenditures may vary from these estimates. Acquisitions and Investments The Company intends to acquire generation assets developed and constructed by CEG, as well as generation and thermal infrastructure assets from thirdparties where the Company believes its knowledge of the market and operating expertise provides a competitive advantage, and to utilize such acquisitionsas a means to grow its CAFD.Mt Storm Agreement — On February 10, 2021, the Company reached an agreement to acquire 100% of the equity interests in Mount StormHoldings I LLC, or Mt Storm, for approximately $96 million subject to certain purchase price adjustments. Mt Storm is a 264 MW wind project located inGrant 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 projectfrom NRG Energy, Inc. for $202 million. Agua Caliente is a 290 MW solar project located in Dateland, Arizona in which the Company previously owned a16% equity interest. The project has a 25-year PPA with PG&E, with approximately 19 years remaining under the agreement. Following the close of thetransaction 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 minorityinterest in Rattlesnake Flat, LLC, which owns the Rattlesnake Wind Project, a 160 net MW wind facility located in Adams County, WA which achievedcommercial operations in January 2021, for $132 million in cash consideration and expects its net capital commitment to be $119 million after proceedsfrom a state sales and use tax refund which are expected to be received in 2021.Lighthouse Partnership Agreements — On December 21, 2020, subsidiaries of the Company entered into the Lighthouse Partnership Agreementsproviding for the Company’s co-investment in a 1,204 MW portfolio of renewable energy projects developed by CEG. In addition, the agreements includedan amendment of the partnership that owns the 419 MW Mesquite Star wind project, providing the Company with additional project cash flows after thefirst half of 2031. As described below, the Company had previously acquired an interest in Mesquite Star Pledgor LLC, which was subsequently renamedLighthouse 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 Target Co LLC, which61 consolidates its interest in a tax equity fund that owns the project, for $23 million in cash consideration and an additional $1 millionadjustment 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 inRosamond 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 toclosing adjustments and the projects achieving certain milestones. The expected net corporate capital includes the $24 million already invested inRosamond Central in 2020 and the purchase price adjustment received concurrent with the partnership agreement amendment for Mesquite Star.Langford Drop Down — On November 20, 2020, the Company acquired from Clearway Renew LLC, a subsidiary of CEG, and a third partyinvestor, 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 inNovember 2020. The investment was funded with existing liquidity.DGPV Holdco Residual Interest from CEG — On November 2, 2020, the Company acquired the Class B membership interests in DGPV Holdco1, DGPV Holdco 2 and DGPV Holdco 3, or DGPV Holdco Entities, as well as a SREC contract, from Renew DG Holdings LLC, a 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 in theunderlying distributed solar tax equity funds within DGPV Holdco 1 and DGPV Holdco 2. The Company had previously consolidated DGPV Holdco 3effective in May 2020. DG Investment Partnerships with CEG — Prior to the acquisition of CEG's Class B membership interests mentioned above, the Company investedapproximately $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 — On September 1, 2020, the Company, through its indirect subsidiary Mesquite Star HoldCo LLC, acquired the ClassA membership interests in Mesquite Star Pledgor LLC from Clearway Renew LLC, a subsidiary of CEG, for $74 million in cash consideration inclusive ofa purchase price adjustment received in the fourth quarter of 2020 concurrent with the partnership amendment referenced below. Mesquite Star PledgorLLC 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 windproject located in Fisher County, Texas. A majority of the project’s output is backed by contracts with investment grade counterparties with a 12 yearweighted average contract life. As described above, Mesquite Star Pledgor LLC was renamed Lighthouse Renewable Holdco LLC and the Class Bmembership interests were sold to a third party investor. The investor and the Company amended the terms of the related partnership and as a result, theCompany now consolidates its interest in the Mesquite Star wind project, through its consolidation of Lighthouse Renewable Holdco LLC.Agreements to Acquire and Invest in a Portfolio of Renewable Energy Projects from CEG — On April 17, 2020, the Company entered into bindingagreements related to the previously announced dropdown offer from CEG to enable the Company to acquire and invest in a portfolio of renewable energyprojects. The following projects are included in the drop down agreements.•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 inAdams 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 thePinnacle Wind Project, a 55 net MW wind facility located in Mineral County, WV. The amended agreement commits the Company to investan estimated $67 million in net corporate capital, subject to closing adjustments, and no longer requires an additional payment in 2031. Theexisting Pinnacle Wind power purchase agreements will continue to run through 2031. Commercial operations and corporate capital fundingfor the Pinnacle Wind Repowering Partnership are expected to occur in the second half of 2021.For the above mentioned transactions, the agreements commit the Company to invest an estimated $256 million in net corporate capital, subject toclosing adjustments.62 2020 Convertible NotesOn June 1, 2020, the Company repaid at maturity its outstanding $45 million of 2020 Convertible Notes utilizing the proceeds from the issuanceof additional 2028 Senior Notes as described above.Cash Dividends to Investors The Company intends to use the amount of cash that it receives from its distributions from Clearway Energy LLC to pay quarterly dividends to theholders of its Class A common stock and Class C common stock. Clearway Energy LLC intends to distribute to its unit holders in the form of a quarterlydistribution all of the CAFD that is generated each quarter less reserves for the prudent conduct of the business, including among others, maintenancecapital expenditures to maintain the operating capacity of the assets. CAFD is defined as Adjusted EBITDA plus cash distributions/return of investmentfrom unconsolidated affiliates, adjustments to reflect CAFD generated by unconsolidated investments that were not able to distribute project dividendsprior to PG&E's emergence from bankruptcy on July 1, 2020 and subsequent release post-bankruptcy, cash receipts from notes receivable, cashdistributions 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 amortizationof indebtedness, Walnut Creek investment payments, changes in prepaid and accrued capacity payments, and adjusted for development expenses.Dividends on the Class A common stock and Class C common stock are subject to available capital, market conditions, and compliance with associatedlaws, regulations and other contractual obligations. The Company expects that, based on current circumstances, comparable cash dividends will continue tobe paid in the foreseeable future. The following table lists the dividends paid on the Company's Class A common stock and Class C common stock during the year ended December 31,2020:Fourth Quarter 2020Third Quarter 2020Second Quarter 2020First Quarter 2020Dividends per Class A share$0.3180 $0.3125 $0.2100 $0.2100 Dividends per Class C share$0.3180 $0.3125 $0.2100 $0.2100 On February 12, 2021, the Company declared a quarterly dividend on its Class A and Class C common stock of $0.324 per share payable on March 15,2021, to stockholders of record as of March 1, 2021.63 Cash Flow DiscussionYear Ended December 31, 2020 Compared to Year Ended December 31, 2019The following table reflects the changes in cash flows for the year ended December 31, 2020 compared to 2019:Year ended December 31,20202019Change(In millions)Net cash provided by operating activities$545 $477 $68 Net cash used in investing activities(62)(468)406 Net cash used in financing activities(435)(175)(260)Net Cash Provided by Operating ActivitiesChanges to net cash provided by operating activities were driven by:(In millions)Increase in operating income adjusted for non-cash items$76 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(35)$68 Net Cash Used In Investing ActivitiesChanges 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 torepowering 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 EnergyCenter 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 $406 Net Cash Used In Financing ActivitiesChanges in net cash used in financing activities were driven by:(In millions)Decrease in proceeds from issuance of long-term debt net of payments made in 2020 primarily driven by repayments of Renewableproject level debt in 2020 partially offset by a reduction in Corporate level debt repayments in 2020 compared to 2019$(169)Payment to buy out CEG's noncontrolling interest in Repowering Partnership II LLC on May 11, 2020(70)Increase in dividends paid to common stockholders in 2020(56)Decrease in net proceeds received from issuance of common stock(38)Increase in net contributions received from noncontrolling interests in 2020 compared to 2019, primarily from tax equity contributionsin Wildorado TE Holdco and Rosie TE Holdco received in 202073 $(260)64 NOLs, Deferred Tax Assets and Uncertain Tax Position Implications, under ASC 740 As of December 31, 2020, the Company has a cumulative federal NOL carry forward balance of $1.2 billion for financial statement purposes, of which$0.9 billion will begin expiring between 2033 to 2037 if unutilized. The Company does not anticipate any federal income tax payments for 2021.Additionally, as of December 31, 2020, the Company has a cumulative state NOL carryforward balance of $726 million for financial statement purposes,which will expire between 2023 to 2040 if unutilized. The Company does not anticipate significant income tax payments for state and local jurisdictions in2021. Based on the Company's current and expected NOL balances generated primarily by accelerated tax depreciation of its property, plant andequipment, the Company does not expect to pay significant federal income tax for a period of approximately ten years inclusive of any NOL carryoverssubject to an 80% limitation against future taxable income for taxable years beginning after 2020 pursuant to the Tax Act as modified by the CARES Act(defined below). As of December 31, 2020, the Company has an interest disallowance carry forward of $46 million as a result of the proposed §163(j) regulation, whichwas enacted as part of the Tax Cut and Jobs Act. The disallowed interest deduction has an indefinite carry forward period and any limitations on theutilization of this carry forward have been factored into our valuation allowance analysis. On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security (CARES) Act, or CARES Act, was signed into law, which includesmodifications to the business interest expense disallowance and net operating loss provisions. The Company expects to utilize $39 million of previouslydisallowed interest expense during 2020 as a result of the modifications. The Company will continue to assess the effects of the CARES Act and ongoinggovernment guidance related to COVID-19 that may be issued, but does not expect the CARES Act to have a material impact on the consolidated financialstatements.On June 29, 2020, governor of California signed Assembly Bill 85, or AB 85, suspending California net operating loss utilization and imposing a capon the amount of business incentive credits companies can utilize, effective for tax years 2020, 2021, and 2022. After assessing the law change, theCompany expects AB 85 to have an immaterial impact on the consolidated financial statements. The Company is subject to examination by taxing authorities for income tax returns filed in the U.S. federal jurisdiction and various state jurisdictions.The Company is not subject to U.S. federal or state income tax examinations for years prior to 2013.The Company has no uncertain tax benefits.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, 2020, the Company has several investments with an ownership interest percentage of 50%or less in energy and an energy-related entity that is accounted for under the equity method. GenConn is a variable interest entity for which the Company isnot the primary beneficiary. The Company's pro-rata share of non-recourse debt held by unconsolidated affiliates was approximately $481 million as ofDecember 31, 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 theCompany's capital expenditure programs. The following table summarizes the Company's contractual obligations. See Item 15 — Note 10, Long-termDebt, Note 16, Commitments and Contingencies, and Note 17, Leases to the Consolidated Financial Statements for additional discussion.65 By Remaining Maturity at December 31, 20202019Contractual Cash ObligationsUnder1 Year1-3 Years3-5 YearsOver5 YearsTotalTotal (In millions)Long-term debt (including estimated interest)$709 $1,431 $1,809 $5,611 $9,560 $9,021 Operating leases23 46 46 476 591 382 Fuel purchase and transportation obligations9 5 — — 14 31 Other liabilities 37 39 35 182 293 302 Total$778 $1,521 $1,890 $6,269 $10,458 $9,736 Includes water right agreements, service and maintenance agreements, and LTSA commitments.Fair Value of Derivative Instruments The Company may enter into fuel purchase contracts and other energy-related financial instruments to mitigate variability in earnings due to fluctuationsin spot market prices and to hedge fuel requirements at certain generation facilities. In addition, in order to mitigate interest rate risk associated with theissuance of variable rate debt, the Company enters into interest rate swap agreements. The tables below disclose the activities of non-exchange traded contracts accounted for at fair value in accordance with ASC 820. Specifically, thesetables disaggregate realized and unrealized changes in fair value; disaggregate estimated fair values at December 31, 2020, based on their level within thefair value hierarchy defined in ASC 820; and indicate the maturities of contracts at December 31, 2020. For a full discussion of the Company's valuationmethodology of its contracts, see Derivative Fair Value Measurements in Item 15 — Note 6, Fair Value of Financial Instruments, to the ConsolidatedFinancial Statements.Derivative Activity (Losses)/Gains(In millions)Fair value of contracts as of December 31, 2019$(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$(172)Fair value of contracts as of December 31, 2020MaturityFair Value Hierarchy (Losses)/Gains1 Year or LessGreater Than 1Year to 3 YearsGreater Than 3Years to 5 YearsGreater Than 5YearsTotal FairValue(In millions)Level 2(33)(47)(24)(24)(128)Level 3(5)(8)(10)(21)(44)Total$(38)$(55)$(34)$(45)$(172) The Company has elected to disclose derivative assets and liabilities on a trade-by-trade basis and does not offset amounts at the counterparty masteragreement level. As discussed below in Quantitative and Qualitative Disclosures about Market Risk -Commodity Price Risk, the Company measures thesensitivity of the portfolio to potential changes in market prices using VaR, a statistical model which attempts to predict risk of loss based on market priceand volatility. The Company's risk management policy places a limit on one-day holding period VaR, which limits the net open position.(a)(a) 66 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, whichhave been prepared in accordance with GAAP. The preparation of these financial statements and related disclosures in compliance with GAAP requires theapplication 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 involvesjudgments regarding future events, including the likelihood of success of particular projects, legal and regulatory challenges and the fair value of certainassets 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 thebusiness, but on the results reported through the application of accounting measures used in preparing the financial statements and related disclosures, evenif 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 Companyconsiders reasonable. Actual results may differ substantially from the Company's estimates. Any effects on the Company's business, financial position orresults of operations resulting from revisions to these estimates are recorded in the period in which the information that gives rise to the revision becomesknown. The Company's significant accounting policies are summarized in Item 15 — Note 2, Summary of Significant Accounting Policies, to the ConsolidatedFinancial Statements. The Company identifies its most critical accounting policies as those that are the most pervasive and important to the portrayal of theCompany's financial position and results of operations, and that require the most difficult, subjective and/or complex judgments by management regardingestimates about matters that are inherently uncertain. The Company's critical accounting policies include income taxes and valuation allowance for deferredtax assets, impairment of long lived assets and other intangible assets.Accounting PolicyJudgments/Uncertainties Affecting ApplicationIncome Taxes and Valuation Allowance for Deferred Tax AssetsAbility to withstand legal challenges of tax authority decisions orappealsAnticipated future decisions of tax authoritiesApplication of tax statutes and regulations to transactionsAbility to utilize tax benefits through carry backs to prior periods andcarry forwards to future periodsImpairment of Long Lived AssetsRecoverability of investments through future operationsRegulatory and political environments and requirementsEstimated useful lives of assetsOperational limitations and environmental obligationsEstimates of future cash flowsEstimates of fair valueJudgment about triggering eventsAcquisition AccountingIdentification of assets acquiredInputs for fair values of assets and liabilities acquiredApplication of appropriate fair value methodologiesIncome Taxes and Valuation Allowance for Deferred Tax AssetsAs of December 31, 2020, the Company had a valuation allowance of $15 million. The valuation allowance is related to a deferred tax asset expectedto result in a capital loss for which no existing capital gains or tax planning strategies to utilize the asset in the future are available, as well as state netoperating losses the Company expects to expire unutilized. Other than for this expected capital loss and state NOL mentioned above, the Company believesit is more likely than not that the results of future operations will generate sufficient taxable income which includes the future reversal of existing taxabletemporary differences to realize deferred tax assets. The Company considered the impact of the Tax Cuts and Jobs Act upon timing and future realization ofnet deferred tax assets, the profit before tax generated in recent years, as well as projections of future earnings and estimates of taxable income in arrivingat this conclusion. The realization of deferred tax assets is primarily dependent upon earnings in federal and various state and local jurisdictions.67 Considerable judgment is required to determine the tax treatment of a particular item that involves interpretations of complex tax laws. The project-level entities, as former subsidiaries of NRG, are no longer subject to federal audit examination for years prior to 2015 but are subject to state and localaudit for multiple years in various jurisdictions. The Company is subject to U.S. federal, state, and local income tax examinations for all years beginning in2013.Evaluation of Assets for Impairment and Other-Than-Temporary Decline in ValueIn accordance with ASC 360, Property, Plant, and Equipment, or ASC 360, property, plant and equipment and certain intangible assets are evaluatedfor 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 ofbefore the end of its previously estimated useful life.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 tobe generated by the asset, considering project specific assumptions for long-term energy prices, escalated future project operating costs and expected plantoperations. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of theassets exceeds the fair value of the assets. The fair value may be determined by factoring in the probability weighting of different courses of actionavailable to the Company as appropriate. Generally, fair value will be determined using valuation techniques such as the present value of expected futurecash flows or comparable values determined by transactions in the market. The Company uses its best estimates in making these evaluations and considersvarious factors, including forward price curves for energy, fuel costs and operating costs. However, actual future market prices and project costs could varyfrom 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 energy prices, including the Company's long-term view of power prices, whichis primarily informed by present conditions, forecasted generation and operating and capital expenditures, in connection with the preparation of its annualbudget.The Company recorded certain long-lived asset impairments in 2020, as described below and in Item 15 — Note 9, Asset Impairments, to theConsolidated Financial Statements, with respect to several wind projects.During the fourth quarter of 2020 in the preparation and review of its annual budget, the Company updated its long-term estimates of operating andcapital expenditures and revised its assessment of long-term merchant power prices which was primarily informed by present conditions and does notcontemplate future policy changes which could impact renewable energy power prices. As a result, the Company updated its estimated future cash flowsand determined that the future cash flows for several wind projects within the Renewables segment no longer supported the recoverability of the relatedlong-lived asset. As such, the Company recorded an impairment loss of $24 million, which primarily relates to property, plant, and equipment to reflect theassets at fair market value. The fair value of the facilities were determined using an income approach by applying a discounted cash flow methodology tothe long-term budgets for each respective plant. The income approach included key inputs such as forecasted merchant power prices, operations andmaintenance expense, and discount rates. The resulting fair value is a Level 3 fair value measurement.68 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 animpairment must be recorded under ASC 323 is whether the value is considered to be an other-than-temporary decline in value. The evaluation andmeasurement of impairments under ASC 323 involves the same uncertainties as described for long-lived assets that the Company owns directly andaccounts 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 animpairment under the provisions of ASC 360, the Company would record its proportionate share of that impairment loss and would evaluate its investmentfor an other-than-temporary decline in value under ASC 323. During the fourth quarter of 2020, as the Company updated its estimated cash flows inconnection with the preparation and review of the Company's annual budget, the Company determined that there was a significant decrease in the estimatedfuture cash flows for its equity method investment in San Juan Mesa, a facility in the Renewables segment. The decrease in the forecasted cash flows whichis primarily driven by a decline in forecasted revenue in future merchant periods, is significant enough to be considered an indication of a decline in valueof the investment that is not temporary. The Company concluded there was an other-than-temporary impairment of its investment and recorded animpairment 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-termenergy prices in the post-contract periods may have a significant impact on the expected future cash flows for these projects. Accordingly, if managementlowers its view of long-term energy prices in certain markets, it is possible that some of the Company’s other long-lived assets may be impaired.Acquisition AccountingThe Company applies ASC 805, Business Combinations, when accounting for acquisitions, with identifiable assets acquired and liabilities assumedrecorded at their estimated fair values at acquisition date. For many of the Company's acquisitions, the Company applies ASC 805-50, which provides thatacquisitions of entities under common control are recorded at historical cost, except in the case where the ultimate parent has a different basis, such aswhen an acquiree did not elect to apply pushdown accounting. In those circumstances, the Company may also be required to record its acquired assets andliabilities at fair value. As further described in Item 15 - Note 3, Acquisitions and Dispositions, the Company recorded the assets acquired in theacquisitions of Langford and the DGPV Holdco Entities at GIP's basis which was fair value.Significant judgment is required in determining the acquisition date fair value of the assets acquired and liabilities assumed, predominantly withrespect to property, plant and equipment, power purchase agreements, asset retirement obligations and other contractual arrangements. Evaluations includenumerous inputs including forecasted cash flows that incorporate the specific attributes of each asset including age, useful life, equipment condition andtechnology, as well as current replacement costs for similar assets. Other key inputs that require judgment include discount rates, comparable markettransactions, estimated useful lives and probability of future transactions. The Company evaluates all available information, as well as all appropriatemethodologies, when determining the fair value of assets acquired and liabilities assumed in a business combination. In addition, once the appropriate fairvalues are determined, the Company must determine the remaining useful life for property, plant and equipment and the amortization period and method ofamortization for each finite-lived intangible asset.Recent Accounting DevelopmentsSee Item 15 — Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for a discussion of recent accountingdevelopments.69 Item 7A — Quantitative and Qualitative Disclosures About Market RiskThe Company is exposed to several market risks in its normal business activities. Market risk is the potential loss that may result from marketchanges associated with the Company's power generation or with an existing or forecasted financial or commodity transaction. The types of market risksthe Company is exposed to are commodity price risk, interest rate risk, liquidity risk, and credit risk.Commodity Price RiskCommodity 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 enteringinto derivative or non-derivative instruments to hedge the variability in future cash flows from forecasted power sales or purchases of fuel. The portion offorecasted 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 decrease in natural gas prices across the term of thederivative 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 termof the derivative contracts would cause an increase of approximately $1 million to the net value of natural gas derivatives as of December 31, 2020. Theimpact 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$3 million to the net value of power derivatives as of December 31, 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 bemitigated by entering into derivative instruments known as interest rate swaps, caps, collars and put or call options. These contracts reduce exposure tointerest rate volatility and result in primarily fixed rate debt obligations when taking into account the combination of the variable rate debt and the interestrate derivative instrument. See Item 15 — Note 7, Accounting for Derivative Instruments and Hedging Activities, to the Consolidated Financial Statementsfor 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-recourseproject level debt. See Item 15 — Note 10, Long-term Debt, to the Consolidated Financial Statements for more information about interest rate swaps of theCompany's project subsidiaries. If all of the above swaps had been discontinued on December 31, 2020, the Company would have owed the counterparties $134 million. Based on thecredit ratings of the counterparties, the Company believes its exposure to credit risk due to nonperformance by counterparties to its hedge contracts to beinsignificant. 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 31,2020, a 1% change in interest rates would result in an approximately $1 million change in interest expense on a rolling twelve-month basis. As of December 31, 2020, the fair value of the Company's debt was $7,020 million and the carrying value was $7,048 million. The Company estimatesthat a 1% decrease in market interest rates would have increased the fair value of its long-term debt by $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 contractualobligations. The Company monitors and manages credit risk through credit policies that include: (i) an established credit approval process, and (ii) the useof credit mitigation measures such as prepayment arrangements or volumetric limits. Risks surrounding counterparty performance and credit couldultimately impact the amount and timing of expected cash flows. The Company seeks to mitigate counterparty risk by having a diversified portfolio ofcounterparties. See Item 15 — Note 6, Fair Value of Financial Instruments, to the Consolidated Financial Statements for more information aboutconcentration of credit risk.70 Item 8 — Financial Statements and Supplementary DataThe financial statements and schedules are listed in Part IV, Item 15 of this Form 10-K.Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A — Controls and ProceduresConclusion 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 andprincipal accounting officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls andprocedures, 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 executiveofficer, principal financial officer and principal accounting officer concluded that the disclosure controls and procedures were effective as of the end of theperiod covered by this Annual Report on Form 10-K.Changes in Internal Control over Financial ReportingThere were no changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the ExchangeAct) during the quarter ended December 31, 2020, that materially affected, or are reasonably likely to materially affect, the Company’s internal control overfinancial 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 andthe preparation of consolidated financial statements for external purposes in accordance with GAAP. The Company's internal control over financialreporting 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'sassets;2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordancewith GAAP, and that the Company's receipts and expenditures are being made only in accordance with authorizations of its management and directors; and3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets thatcould 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 systemmay not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to therisk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures maydeteriorate.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 inExchange 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 financialreporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission. Based on the Company's evaluation under the framework in Internal Control — Integrated Framework (2013), the Company'smanagement concluded that its internal control over financial reporting was effective as of December 31, 2020. The effectiveness of the Company's internal control over financial reporting as of December 31, 2020, has been audited by KPMG LLP, the Company'sindependent registered public accounting firm, as stated in its report which is included in this Form 10-K.71 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Stockholders and Board of DirectorsClearway Energy, Inc.:Opinion on Internal Control Over Financial ReportingWe have audited Clearway Energy, Inc. and subsidiaries (the Company) internal control over financial reporting as of December 31, 2020, based on criteriaestablished in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In ouropinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteriaestablished in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidatedbalance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss),stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statementschedules (“Schedule I- Condensed Financial Information of Registrant” and “Schedule II- Valuation and Qualifying Accounts”) (collectively, theconsolidated financial statements), and our report dated March 1, 2021 expressed an unqualified opinion on those consolidated financial statements.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control overfinancial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, andtesting and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such otherprocedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control Over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financialstatements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate. (signed) KPMG LLPPhiladelphia, PennsylvaniaMarch 1, 202172 Item 9B — Other InformationNone.73 PART IIIItem 10 — Information about Directors, Executive Officers and Corporate GovernanceDirectors Nathaniel Anschuetz, 33, has served as a director since August 2018. Mr. Anschuetz is a Principal at GIP. Prior to joining GIP in 2012, Mr. Anschuetzwas an Analyst in the Power & Utilities Coverage Group at Citigroup from June 2010 through June 2012. Mr. Anschuetz is also a member of the Board ofDirectors of Clearway Energy Group LLC and MAP RE/ES. Mr. Anschuetz graduated with cum laude honors from Columbia College in 2010 with an A.B.in Economics and Operations Research, and a concentration in Sustainable Development. Mr. Anschuetz's financial expertise provides significant value tothe Company's board of directors. Jonathan Bram, 55, has served as Chairman of the board of directors of the Company since August 2018. Mr. Bram is a Founding Partner of GIP andserves on its Investment and Operating Committees. He leads GIP’s Power industry investment team in North America. Prior to the formation of GIP in2006, Mr. Bram spent 15 years at Credit Suisse as a Managing Director in the Investment Banking Division, where he served as Co-Head of the GlobalIndustrial and Services Group. From 2002 to 2004, he was Chief Operating Officer of the Investment Banking Division and prior to that time he was co-head of corporate finance for the 150 person U.S. Energy Group. Mr. Bram represented the firm in raising more than $30 billion of debt and equity capitalfor electric utilities and independent power generators globally. These companies and projects included renewable power facilities that utilized wind, solar,geothermal and hydroelectric technologies. Mr. Bram is also a member of the Board of Directors of Clearway Energy Group LLC and previously served onthe boards of Terra-Gen Power, Guacolda Energia, S.A. and Channelview Cogeneration. Mr. Bram holds an A.B. in Economics from Columbia College.Mr. Bram’s significant experience in investment banking for, and investments in, energy and power companies, as well as his leadership role at GIP,provide strong financial and transactional experience to the Company's board of directors. Brian R. Ford, 72, has served as a director since July 2013 and Lead Independent Director since January 2019. Mr. Ford was the Chief Executive Officerof Washington Philadelphia Partners, LP, a real estate investment company, from 2008 through 2010. He retired as a partner from Ernst & Young LLP inJune 2008 where he had been employed since 1971. Mr. Ford currently serves on the board of various companies, including FS Investment Corporationportfolios, a specialty finance company that invests primarily in the debt securities of private U.S. middle-market companies, since 2013, where he alsoserves as the chairman of the audit committee. He also serves on the boards of Drexel University and BAYADA Home Health. From 2013 to 2020, Mr.Ford served on the board of AmeriGas Propane, Inc., where he also served as a member of its audit and corporate governance committees. Mr. Fordreceived his B.S. in Economics from Rutgers University. Mr. Ford's extensive experience in accounting and public company matters provides strongfinancial, audit and accounting skills to the Company's board of directors. Bruce MacLennan, 54, has served as a director since August 2018. Mr. MacLennan is a Partner of GIP and serves on its Investment and OperatingCommittees. Prior to joining GIP at its formation in 2006, Mr. MacLennan spent eight years at Credit Suisse, where he most recently served as a Directorin the Investment Banking Division. Previously, he spent six years at Citibank and Citicorp Securities in New York and Tokyo. Mr. MacLennan holds anA.B. from Harvard University and an M.B.A. from the Wharton School of the University of Pennsylvania. He is currently a member of the Board ofDirectors of Clearway Energy Group LLC and MAP RE/ES and previously served on the Board of Competitive Power Ventures. Mr. MacLennan’ssignificant experience in investment banking for, and investments in, energy and power companies, as well as his leadership role at GIP, provide strongfinancial and transactional experience to the Company's board of directors. Ferrell P. McClean, 74, has served as a director since July 2013. Ms. McClean was a Managing Director and the Senior Advisor to the head of theGlobal Oil & Gas Group in Investment Banking at J.P. Morgan Chase & Co. from 2000 through the end of 2001. She joined J.P. Morgan & Co.Incorporated in 1969 and founded the Leveraged Buyout and Restructuring Group within the Mergers & Acquisitions Group in 1986. From 1991 until2000, Ms. McClean was a Managing Director and co-headed the Global Energy Group within the Investment Banking Group at J.P. Morgan & Co. Sheretired as a director of GrafTech International in 2014, El Paso Corporation in 2012 and Unocal Corporation in 2005. Ms. McClean's experience ininvestment banking for industrial companies as well as her experience and understanding of financial accounting, finance and disclosure matters enablesher to provide essential guidance to the Company's board of directors and management team.74 Daniel B. More, 64, has served as a director since February 2019. Mr. More has been a Senior Advisor with Guggenheim Securities since October 2015.Mr. More retired as a Managing Director and Global Head of Utility Mergers & Acquisitions of the Investment Banking Division of Morgan Stanley in2014. He held such position since 1996. Mr. More has been an investment banker since 1978 and has specialized in the utility sector since 1986. Mr.More has served as a director of SJW Group since April 2015. He served as a director of Saeta Yield from February 2015 to June 2018 and served as adirector of the New York Independent System Operator from April 2014 until February 2016. Mr. More’s extensive experience in investment banking,including capital raising and strategic initiatives, combined with experience as a director of energy industry companies, provides significant value to theCompany's board of directors. E. Stanley O'Neal, 69, has served as a director since August 2018. Mr. O'Neal served as Chairman of the Board and Chief Executive Officer of MerrillLynch & Co., Inc. until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman of the Board in 2003. Mr.O’Neal was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002; President ofU.S. Private Client from February 2000 to July 2001; Chief Financial Officer from 1998 to 2000 and Executive Vice President and Co-head of GlobalMarkets and Investment Banking from 1997 to 1998. Before joining Merrill Lynch, Mr. O’Neal was employed at General Motors Corporation where heheld a number of financial positions of increasing responsibility. Currently, Mr. O’Neal is chairman of the nominating and governance committee and amember of the committee of Arconic Corp., an aluminum manufacturing company and the former parent company of Alcoa Inc. Mr. O’Neal is also adirector and member of the nominating and governance committee of Element Solutions Inc. (formerly Platform Specialty Products Corporation), a global,diversified producer of high technology specialty chemical products and provider of technical services. Mr. O’Neal was a director of General MotorsCorporation from 2001 to 2006, chairman of the board of Merrill Lynch & Co., Inc. from 2003 to 2007, and a director of American Beacon Advisors, Inc.(investment advisor registered with the Securities and Exchange Commission) from 2009 to September 2012. Mr. O’Neal’s extensive executive experience,financial expertise and leadership skills enable him to provide unique guidance to the Company's board of directors and management team. Christopher S. Sotos, 49, has served as President and Chief Executive Officer of the Company since May 2016, and as a director 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 fromFebruary 2016 through May 2016 and Senior Vice President - Strategy and Mergers and Acquisitions from November 2012 through February 2016. In thisrole, he led NRG’s corporate strategy, mergers and acquisitions, strategic alliances and other special projects for NRG. Previously, he served as NRG’sSenior 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 April2019. As President and Chief Executive Officer of the Company, Mr. Sotos provides the Company's board of directors with management’s perspectiveregarding the Company’s day to day operations and overall strategic plan. Mr. Sotos also brings strong financial and accounting skills to the Company'sboard of directors. Scott Stanley, 64, has served as a director since August 2018. Mr. Stanley has been employed by GIP as an Operating Principal since April 2007, and inAugust 2018 was appointed as an Operating Partner. Mr. Stanley holds a B.S. in Ceramic Engineering from The Ohio State University and has 39 years ofexperience in operational roles, including prior assignments with General Electric, Honeywell, and United Technologies Corporation. Workingpredominantly in the transport sector with GIP, Mr. Stanley has held roles as Chief Operating Officer with London City Airport, Gatwick Airport, andPacific National and was also on the Board of Directors at Edinburgh Airport. Mr. Stanley is also a member of the Board of Directors of Clearway EnergyGroup LLC and Italo S.p.A. and previously served on the Board of Directors of Naturgy Energy Group, S.A. Mr. Stanley adds significant operationalexpertise to the Company's board of directors.Executive Officers Christopher S. Sotos has served as President and Chief Executive Officer of the Company since May 2016, and as a director of the Company since May2013. For additional biographical information for Mr. Sotos, see above under “Directors.” Chad Plotkin, 45, has served as the Company's Senior Vice President and Chief Financial Officer since November 2016. From January 2016 until hisappointment as Senior Vice President and Chief Financial Officer, Mr. Plotkin served as Senior Vice President, Finance and Strategy. Prior to this, heserved in varying capacities at NRG, including as Vice President of Investor Relations of both the Company and NRG from September 2015 to January2016 and from January 2012 to February 2015 and Vice President of Finance of NRG from February 2015 to September 2015. From October 2007 toJanuary 2012, Mr. Plotkin served in various capacities in the Strategy and Mergers and Acquisitions group of NRG, including as Vice President, beginningin December 2010.75 Kevin P. Malcarney, 54, has served as Senior Vice President, General Counsel and Corporate Secretary since May 11, 2018. Mr. Malcarney served asInterim General Counsel of the Company from March 16, 2018. Mr. Malcarney was previously Vice President and Deputy General Counsel and served invarious other roles at NRG Energy, Inc. since September 2008. Prior to NRG, Mr. Malcarney worked at two major law firms in Princeton, NJ andPhiladelphia, PA, and handled mergers and acquisitions, project financing and general corporate matters.Code of Ethics The Company has adopted a code of ethics entitled "Clearway Energy, Inc. Code of Business Conduct and Ethics" that applies to all of our directors andemployees, including our Officers (e.g., our CEO, CFO, and Principal Accounting Officer). It may be accessed through the "Corporate Governance"section of the Company's website at http://www.clearwayenergy.com. The Company also elects to disclose the information required by Form 8-K,Item 5.05, "Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics," through the Company's website, and suchinformation will remain available on this website for at least a 12-month period. A copy of the "Clearway Energy, Inc. Code of Business Conduct andEthics" is available in print to any stockholder who requests it. Other information required by this Item will be incorporated by reference to the similarly named section of the Company's Definitive Proxy Statementfor its 2021 Annual Meeting of Stockholders.76 Item 11 — Executive CompensationInformation required by this Item will be incorporated by reference to the similarly named section of the Company's Definitive Proxy Statement forits 2021 Annual Meeting of Stockholders.Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersSecurities Authorized for Issuance under the Clearway Energy, Inc. Amended and Restated 2013 Equity Compensation PlanPlan Category(a)Number of Securitiesto be Issued UponExercise ofOutstanding Options,Warrants and Rights(b)Weighted-Average ExercisePrice of OutstandingOptions, Warrants andRights(c)Number of SecuritiesRemaining Availablefor Future IssuanceUnder Equity CompensationPlans (ExcludingSecurities Reflectedin Column (a)) Equity compensation plans approved by security holders - ClassA common stock19,699 $— —Equity compensation plans approved by security holders - Class Ccommon stock724,988 — 908,335 Equity compensation plans not approved by security holders— N/A— Total744,687 $— 908,335 Beginning in May 2015, awards to be granted and associated dividend equivalent rights to be issued under the Clearway Energy, Inc. Amended and Restated 2013 Equity Incentive Planconvert to Class C common stock upon vesting.Other information required by this Item will be incorporated by reference to the similarly named section of the Company's Definitive ProxyStatement for its 2021 Annual Meeting of Stockholders.Item 13 — Certain Relationships and Related Transactions, and Director IndependenceInformation required by this Item will be incorporated by reference to the similarly named section of the Company's Definitive Proxy Statement forits 2021 Annual Meeting of Stockholders.Item 14 — Principal Accounting Fees and ServicesInformation required by this Item will be incorporated by reference to the similarly named section of the Company's Definitive Proxy Statement forits 2021 Annual Meeting of Stockholders.(1)(1)77 PART IVItem 15 — Exhibits, Financial Statement Schedules(a)(1) Financial StatementsThe following consolidated financial statements of Clearway Energy, Inc. and related notes thereto, together with the reports thereon of KPMGLLP, are included herein:Consolidated Statements of Operations — Years ended December 31, 2020, 2019 and 2018Consolidated Statements of Comprehensive (Loss) Income — Years ended December 31, 2020, 2019 and 2018Consolidated Balance Sheets — As of December 31, 2020 and 2019Consolidated Statements of Cash Flows — Years ended December 31, 2020, 2019 and 2018Consolidated Statements of Stockholders' Equity — Years ended December 31, 2020, 2019 and 2018Notes to Consolidated Financial Statements(a)(2) Financial Statement SchedulesThe following schedules of Clearway Energy, Inc. are filed as part of Item 15 of this report and should be read in conjunction with theConsolidated Financial Statements:Schedule I — Clearway Energy, Inc. Financial Statements for the years ended December 31, 2020, 2019 and 2018, are included in ClearwayEnergy, Inc.'s Annual Report on Form 10-K pursuant to the requirements of Rule 5-04(c) of Regulation S-XSchedule II — Valuation and Qualifying AccountsAll other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are notrequired 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) ExhibitsSee Exhibit Index submitted as a separate section of this report(c) Not applicable78 Report of Independent Registered Public Accounting FirmTo the Stockholders and Board of DirectorsClearway Energy, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of Clearway Energy, Inc. and subsidiaries (the Company) as of December 31, 2020 and2019, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in thethree‑year period ended December 31, 2020, and the related notes and financial statement schedules, (“Schedule I-Condensed Financial Information ofRegistrant” and “Schedule II-Valuation and Qualifying Accounts”) (collectively, the consolidated financial statements). In our opinion, the consolidatedfinancial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of itsoperations and its cash flows for each of the years in the three‑year period ended December 31, 2020, in conformity with U.S. generally acceptedaccounting principles.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sinternal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued bythe Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2021, expressed an unqualified opinion on theeffectiveness of the Company’s internal control over financial reporting.Changes in Accounting PrincipleAs discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for Revenue from Contracts withCustomers 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 tothe adoption of Topic 842.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on theseconsolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent withrespect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and ExchangeCommission 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 reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits includedperforming procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performingprocedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, aswell as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.Critical Audit MatterThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that wascommunicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidatedfinancial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does notalter 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 assetsAs discussed in Note 2 to the consolidated financial statements, long-lived assets that are held and used are reviewed for impairment wheneverevents or changes in circumstances indicate their carrying value may not be recoverable. Recoverability of assets to be held and used is tested bycomparing the carrying amount of the assets to the future net cash flows expected to be generated by the asset, through considering project specificassumptions for long-term energy79 prices, escalated future project operating costs, and expected plant operations. An impairment loss is indicated if the total future undiscounted cashflows expected from an asset are less than its carrying value. An impairment charge is measured as the difference between the asset’s carrying valueand its fair value.We identified the evaluation of the recoverability of certain long-lived assets as a critical audit matter. Especially subjective auditor judgment wasrequired to evaluate the long-term energy prices used in the Company’s future undiscounted cash flows. Specifically, for certain asset groups testedfor recoverability, the long-term energy prices in the post contracted periods used in the determination of future undiscounted cash flows werechallenging to evaluate as small changes to this assumption could have a significant effect on the Company’s assessment of the recoverability ofcertain long-lived assets.The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operatingeffectiveness of certain internal controls related to the Company’s process to evaluate the recoverability of long-lived assets, including selection oflong-term forecasted energy prices used in the determination of future undiscounted cash flows. We involved valuation professionals withspecialized skills and knowledge, who assisted in evaluating the long-term energy prices determined by the Company. Specifically, the valuationprofessionals 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 LLPWe have served as the Company’s auditor since 2012.Philadelphia, PennsylvaniaMarch 1, 202180 CLEARWAY ENERGY, INC.CONSOLIDATED STATEMENTS OF OPERATIONSYear ended December 31,(In millions, except per share amounts)202020192018Operating RevenuesTotal operating revenues$1,199 $1,032 $1,053 Operating Costs and ExpensesCost of operations366 337 327 Depreciation, amortization and accretion428 401 336 Impairment losses24 33 — General and administrative34 29 20 Transaction and integration costs9 3 20 Development costs5 5 3 Total operating costs and expenses866 808 706 Operating Income333 224 347 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)(7)Interest expense(415)(404)(306)Total other expense, net(387)(328)(231)(Loss) Income Before Income Taxes(54)(104)116 Income tax expense (benefit)8 (8)62 Net (Loss) Income(62)(96)54 Less: Pre-acquisition net income of Drop Down Assets— — 4 Net (Loss) Income Excluding Pre-acquisition Net Income (Loss) of Drop Down Assets(62)(96)50 Less: Net (loss) income attributable to noncontrolling interests(87)(85)2 Net Income (Loss) Attributable to Clearway Energy, Inc.$25 $(11)$48 Earnings Per Share Attributable to Clearway Energy, Inc. Class A and Class C CommonStockholdersWeighted average number of Class A common shares outstanding - basic and diluted35 35 35 Weighted average number of Class C common shares outstanding - basic80 74 69 Weighted average number of Class C common shares outstanding - diluted81 74 69 Earnings (Loss) per Weighted Average Class A and Class C Common Share - Basic and Diluted$0.22 $(0.10)$0.46 Dividends Per Class A Common Share$1.05 $0.80 $1.258 Dividends Per Class C Common Share$1.05 $0.80 $1.258 .See accompanying notes to consolidated financial statements.81 CLEARWAY ENERGY, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)Year ended December 31,202020192018(In millions)Net (Loss) Income$(62)$(96)$54 Other Comprehensive Income (Loss), net of taxUnrealized gain on derivatives, net of income tax expense of $—, $1, and $21722Other comprehensive income1 7 22 Comprehensive (Loss) Income(61)(89)76 Less: Pre-acquisition net income of Drop Down Assets— — 4 Less: Comprehensive (loss) income attributable to noncontrolling interests(87)(81)14 Comprehensive Income (Loss) Attributable to Clearway Energy, Inc.$26 $(8)$58 See accompanying notes to consolidated financial statements.82 CLEARWAY ENERGY, INC.CONSOLIDATED BALANCE SHEETSDecember 31, 2020December 31, 2019ASSETS(In millions)Current Assets Cash and cash equivalents$268 $155 Restricted cash197 262 Accounts receivable — trade143 116 Accounts receivable — affiliates— 2 Inventory42 40 Prepayments and other current assets58 33 Total current assets708 608 Property, plant and equipment, net7,217 6,063 Other AssetsEquity investments in affiliates741 1,183 Intangible assets, net1,370 1,428 Deferred income taxes104 92 Derivative instruments1 — Right-of-use assets, net337 223 Other non-current assets114 103 Total other assets2,667 3,029 Total Assets$10,592 $9,700 LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent Liabilities Current portion of long-term debt$384 $1,824 Accounts payable — trade72 74 Accounts payable — affiliates17 31 Derivative instruments38 16 Accrued interest expense44 41 Accrued expenses and other current liabilities79 71 Total current liabilities634 2,057 Other Liabilities Long-term debt6,585 4,956 Derivative instruments135 76 Long-term lease liabilities345 227 Other non-current liabilities178 121 Total non-current liabilities7,243 5,380 Total Liabilities7,877 7,437 Commitments and ContingenciesStockholders' Equity Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued— — Class A, Class B, Class C and Class D common stock, $0.01 par value; 3,000,000,000 shares authorized (Class A500,000,000, Class B 500,000,000, Class C 1,000,000,000, Class D 1,000,000,000); 201,635,990 shares issuedand outstanding (Class A 34,599,645, Class B 42,738,750, Class C 81,558,845, Class D 42,738,750) atDecember 31, 2020 and 198,819,999 shares issued and outstanding (Class A 34,599,645, Class B 42,738,750,Class C 78,742,854, Class D 42,738,750) at December 31, 20191 1 Additional paid-in capital1,922 1,936 Accumulated deficit(84)(72)Accumulated other comprehensive loss(14)(15)Noncontrolling interest890 413 Total Stockholders' Equity2,715 2,263 Total Liabilities and Stockholders' Equity$10,592 $9,700 See accompanying notes to consolidated financial statements.83 CLEARWAY ENERGY, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSYear ended December 31,202020192018Cash Flows from Operating Activities(In millions)Net (loss) income$(62)$(96)$54 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 401 335 Amortization of financing costs and debt discounts15 17 24 Amortization of intangibles and out-of-market contracts90 71 70 Loss on debt extinguishment24 16 7 Reduction in carrying amount of right-of-use assets4 7 — Gain on sale of unconsolidated affiliate(49)— — Impairment losses32 33 — Change in deferred income taxes8 (8)62 Changes in derivative instruments44 85 (16)Loss on disposal of asset components3 9 — Cash used in changes in other working capitalChanges in prepaid and accrued liabilities for tolling agreements(1)1 — Changes in other working capital(45)(10)(34)Net Cash Provided by Operating Activities545 477 498 Cash Flows from Investing ActivitiesAcquisitions— (100)(11)Partnership interest acquisition— (29)— Acquisition of Drop Down Assets, net of cash acquired(122)(161)(126)Buyout of Wind TE Holdco noncontrolling interest— (19)— Capital expenditures(124)(228)(83)Cash receipts from notes receivable— — 13 Return of investment from unconsolidated affiliates79 56 45 Investments in unconsolidated affiliates(11)(13)(34)Proceeds from sale of assets90 20 — Consolidation of DGPV Holdco 3 LLC17 — — Other9 6 11 Net Cash Used in Investing Activities(62)(468)(185)Cash Flows from Financing ActivitiesNet contributions from noncontrolling interests247 174 91 Buyout of Repowering Partnership II LLC noncontrolling interest(70)— — Proceeds from the issuance of common stock62 100 153 Payments of dividends and 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 debt1,084 1,215 827 Payments of debt issuance costs(20)(25)(14)Payments for long-term debt(1,527)(1,484)(810)Net Cash Used in Financing Activities(435)(175)(46)Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash48 (166)267 Cash, Cash Equivalents and Restricted Cash at Beginning of Period417 583 316 Cash, Cash Equivalents and Restricted Cash at End of Period$465 $417 $583 Supplemental DisclosuresInterest paid, net of amount capitalized$(325)$(313)$(292)Non-cash investing and financing activities:Reductions to fixed assets for accrued capital expenditures(18)(2)(15)Non-cash adjustment for change in tax basis21 28 (7)Non-cash contributions from CEG, NRG, net of distributions$6 $36 $38 See accompanying notes to consolidated financial statements84 CLEARWAY ENERGY, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(In millions)PreferredStockCommonStockAdditionalPaid-InCapitalAccumulatedDeficitAccumulatedOtherComprehensiveLossNon-controllingInterestTotalStockholders'EquityBalances at December 31, 2017$— $1 $1,843 $(69)$(28)$412 $2,159 Net income— — — 48 — 2 50 Pre-acquisition net loss of acquired Drop Down Assets— — — — — 4 4 Unrealized gain on derivatives, net of tax— — — — 10 12 22 Payments for the Buckthorn Solar Drop Down Asset and UPMC— — 1 — — (53)(52)Equity component of tendered 2020 Convertible Notes and 2019Convertible Notes— — (3)— — — (3)Capital contributions from tax equity investors, net of distributions,cash— — — — — 106 106 Distributions and return of capital to NRG, net of contributions, cash— — — — — (11)(11)Distributions and return of capital to NRG, net of contributions, non-cash— — — — — 38 38 Stock-based compensation— — 4 (1)— — 3 Proceeds from the issuance of Class C common stock— — 153 — — — 153 Non-cash adjustment for change in tax basis of property, plant andequipment— — (7)— — — (7)Common stock dividends— — (94)(36)— (108)(238)Balances at December 31, 2018$— $1 $1,897 $(58)$(18)$402 $2,224 Net loss— — — (11)— (85)(96)Unrealized gain on derivatives, net of tax— — — — 3 4 7 Buyout of Wind TE Holdco non-controlling interest— — (5)— — (14)(19)Carlsbad Drop Down— — — — — (35)(35)Contributions from tax equity interests, net of distributions, cash— — — — — 242 242 Distributions to CEG, net of contributions, cash— — — — — (68)(68)Cumulative effect of change in the accounting principle— — — (2)— (1)(3)Contributions from CEG net of distributions, non-cash— — — — — 36 36 Stock-based compensation— — 3 (1)— — 2 Proceeds from the issuance of Class C Common Stock— — 100 — — — 100 Non-cash adjustment for change in tax basis— — 28 — — — 28 Common stock dividends— — (87)— — (68)(155)Balances at December 31, 2019$— $1 $1,936 $(72)$(15)$413 $2,263 Net income (loss)— — — 25 — (87)(62)Unrealized gain on derivatives, net of tax— — — — 1 — 1 Contributions from CEG, non-cash— — — — — 6 6 Contributions from CEG, cash— — — — — 6 6 Distributions to noncontrolling interests, non-cash— — — — — (2)(2)Contributions from noncontrolling interests, net of distributions, cash— — — — — 240 240 DGPV Drop Down and Consolidation— — — — — (20)(20)Mesquite Star Drop Down and Consolidation— — — — — 361 361 Langford Drop Down— — — — — 76 76 Rosamond Central Drop Down— — — — — 57 57 Lighthouse Partnership Yield Protection Agreement— — (15)— — — (15)Buyout of Repowering Partnership II LLC non-controlling interest— — — — — (70)(70)Stock-based compensation— — 2 — — — 2 Non-cash adjustment for change in tax basis— — 21 — — — 21 Net proceeds from the issuance of common stock under the ATMPrograms— — 62 — — — 62 Common stock dividends and distributions to CEG— — (84)(37)— (90)(211)Balances at December 31, 2020$— $1 $1,922 $(84)$(14)$890 $2,715 See accompanying notes to consolidated financial statements.85 CLEARWAY ENERGY, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 1 — Nature of BusinessClearway Energy, Inc., together with its consolidated subsidiaries, or the Company, is a publicly-traded energy infrastructure investor in and owner ofmodern, sustainable and long-term contracted assets across North America. On August 31, 2018, NRG Energy, Inc., or NRG, transferred its full ownershipinterest in the Company to Clearway Energy Group LLC, or CEG, the holder of NRG's renewable energy development and operations platform, andsubsequently sold 100% of its interest in CEG to GIP, referred to hereinafter as the GIP Transaction. As a result of the GIP Transaction, GIP indirectlyacquired a 45.2% economic interest in Clearway Energy LLC and a 55% voting interest in the Company. GIP is an independent fund manager that investsin 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. TheCompany also owns approximately 2,500 net MW of environmentally-sound, highly efficient generation facilities as well as a portfolio of district energysystems. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide its investors with stableand growing dividend income. Substantially all of the Company's generation assets are under long-term contractual arrangements for the output or capacityfrom these assets.The Company consolidates the results of Clearway Energy LLC through its controlling interest, with CEG's interest shown as non-controlling interestin the financial statements. The holders of the Company's outstanding shares of Class A and Class C common stock are entitled to dividends as declared.CEG receives its distributions from Clearway Energy LLC through its ownership of Clearway Energy LLC Class B and Class D units.The Company owns 57.61% of the economic interests of Clearway Energy LLC, with CEG retaining 42.39% of the economic interests of ClearwayEnergy LLC as of December 31, 2020. For further discussion, see Note 12, Stockholders' Equity.86 The following table represents the structure of the Company as of December 31, 2020:Substantially all of the Company's generation assets are under long-term contractual arrangements for the output or capacity from these assets. Thethermal assets are comprised of district energy systems and combined heat and power plants that produce steam, hot water and/or chilled water and, insome instances, electricity at a central plant. Certain district energy systems are subject to rate regulation by state public utility commissions (although theymay negotiate certain rates) while the other district energy systems have rates determined by negotiated bilateral contracts.Note 2 — Summary of Significant Accounting PoliciesBasis of Presentation and Principles of ConsolidationThe Company's consolidated financial statements have been prepared in accordance with GAAP. The ASC is the source of authoritative GAAP to beapplied by nongovernmental entities. In addition, the rules and interpretative releases of the SEC under authority of federal securities laws are also sourcesof 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 controllinginterest. All significant intercompany transactions and balances have been eliminated in consolidation. The usual condition for a controlling financialinterest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that donot involve controlling voting interests. As such, the Company applies the guidance of ASC 810, Consolidations, or ASC 810, to determine when an entitythat is insufficiently capitalized or not controlled through its voting interests, referred to as a variable interest entity, or VIE, should be consolidated.87 Cash and Cash Equivalents, and Restricted CashCash and cash equivalents include highly liquid investments with an original maturity of three months or less at the time of purchase. Cash and cashequivalents held at project subsidiaries was $149 million and $125 million as of December 31, 2020 and 2019, respectively.The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum tothe 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 $155 Restricted cash197 262 Cash, cash equivalents and restricted cash shown in the statements of cash flows$465 $417 Restricted cash consists primarily of funds held to satisfy the requirements of certain debt agreements and funds held within the Company's projectsthat are restricted in their use. As of December 31, 2020, these restricted funds comprised of $73 million designated to fund operating expenses,approximately $24 million designated for current debt service payments, and $45 million restricted for reserves including debt service, performanceobligations and other reserves, as well as capital expenditures. The remaining $55 million is held in distributions reserve accounts.Accounts Receivable — Trade and Allowance for Doubtful AccountsAccounts receivable — trade are reported on the balance sheet at the invoiced amount adjusted for any write-offs and the allowance for doubtfulaccounts. The allowance for doubtful accounts is reviewed periodically based on amounts past due and significance. The allowance for doubtful accountswas immaterial as of December 31, 2020 and 2019.InventoryInventory consists principally of spare parts and fuel oil. Spare parts inventory is valued at weighted average cost, unless evidence indicates that theweighted 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 weightedaverage cost or market. The Company removes fuel inventories as they are used in the production of steam, chilled water or electricity. Spare partsinventory are removed when they are used for repairs, maintenance or capital projects.Property, Plant and EquipmentProperty, plant and equipment are stated at cost or, in the case of third party business acquisitions, fair value; however impairment adjustments arerecorded whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Significant additions or improvementsextending asset lives are capitalized as incurred, while repairs and maintenance that do not improve or extend the life of the respective asset are charged toexpense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives. Certain assets and their related accumulateddepreciation amounts are adjusted for asset retirements and disposals with the resulting gain or loss included in cost of operations in the consolidatedstatements of operations. For further discussion of the Company's property, plant and equipment refer to Note 4, Property, Plant and Equipment, to theConsolidated Financial Statements.Construction in-progress represents cumulative construction costs, including the costs incurred for the purchase of major equipment andengineering costs and capitalized interest. Once the project achieves commercial operation, the Company reclassifies the amounts recorded in constructionin 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 projectis deemed to be commercially viable. Commercial viability is determined by one or a series of actions including, among others, Board of Director approvalpursuant 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 equipmentand 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 isabandoned or management otherwise determines the costs to be unrecoverable.88 Asset ImpairmentsLong-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate their carrying values maynot be recoverable. Such reviews are performed in accordance with ASC 360. An impairment loss is indicated if the total future estimated undiscountedcash flows expected from an asset are less than its carrying value. An impairment charge is measured by the difference between an asset's carrying amountand fair value with the difference recorded in operating costs and expenses in the statements of operations. Fair values are determined by a variety ofvaluation methods, including appraisals, sales prices of similar assets and present value techniques. For further discussion of the Company's long-livedasset 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 JointVentures, which requires that a loss in value of an investment that is an other-than-temporary decline should be recognized. The Company identifies andmeasures losses in the value of equity method investments based upon a comparison of fair value to carrying value.Debt Issuance CostsDebt issuance costs are capitalized and amortized as interest expense on a basis which approximates the effective interest method over the term of therelated 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 thecurrent 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 thebalance sheet and are amortized over the term of the credit facility.Intangible AssetsIntangible assets represent contractual rights held by the Company. The Company recognizes specifically identifiable intangible assets includingpower purchase agreements, leasehold rights, customer relationships, customer contracts and development rights when specific rights and contracts areacquired. 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.Revenue RecognitionRevenue from Contracts with CustomersOn January 1, 2018, the Company adopted the guidance in ASC 606, Revenue from Contracts with Customers, or Topic 606, using the modifiedretrospective method applied to contracts which were not completed as of the adoption date, with no adjustment required to the financial statements uponadoption. Following the adoption of the new standard, the Company’s revenue recognition of its contracts with customers remains materially consistentwith its historical practice. The comparative information has not been restated and continues to be reported under the accounting standards in effect forthose periods. The Company's policies with respect to its various revenue streams are detailed below. In general, the Company applies the invoicingpractical expedient to recognize revenue for the revenue streams detailed below, except in circumstances where the invoiced amount does not represent thevalue transferred to the customer.Thermal RevenuesSteam and chilled water revenue is recognized as the Company transfers the product to the customer, based on customer usage as determined bymeter readings taken at month-end. Some locations read customer meters throughout the month, and recognize estimated revenue for the period betweenmeter read date and month-end. For thermal contracts, the Company’s performance obligation to deliver steam and chilled water is satisfied over time andrevenue is recognized based on the invoiced amount. The Thermal Business subsidiaries collect and remit state and local taxes associated with sales to theircustomers, as required by governmental authorities. These taxes are presented on a net basis in the income statement.As contracts for steam and chilled water are long-term contracts, the Company has performance obligations under these contracts that have not yetbeen 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 itsunsatisfied performance obligations as it will vary based on customer usage, which will depend on factors such as weather and customer activity.89 Power Purchase Agreements, or PPAsThe 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 PPAsand tolling agreements to a single counterparty, which is often a utility or commercial customer. The majority of these PPAs are accounted for as leases.Previously ASC 840, and currently, ASC 842, requires the minimum lease payments received to be amortized over the term of the lease and contingentrentals are recorded when the achievement of the contingency becomes probable. Judgment is required by management in determining the economic life ofeach generating facility, in evaluating whether certain lease provisions constitute minimum payments or represent contingent rent and other factors indetermining 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 actualbasis when the electricity is delivered. The contingent rental income recognized in the years ended December 31, 2020, 2019 and 2018 was $589 million,$537 million and $583 million, respectively. See Note 17, Leases for additional information related to the Company's PPAs accounted for as leases.Renewable Energy Credits, or RECsAs stated above, renewable energy credits, or RECs, are usually sold through long-term PPAs. Revenue from the sale of self-generated RECs isrecognized when the related energy is generated and simultaneously delivered even in cases where there is a certification lag as it has been deemed to beperfunctory.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 andhence, timing of recognition of revenue for all performance obligations is the same and occurs over time. In such cases, it is often unnecessary to allocatetransaction price to multiple performance obligations.Disaggregated RevenuesThe following tables represent the Company’s disaggregation of revenue from contracts with customers for the year ended December 31, 2020, alongwith the reportable segment for each category:Year ended December 31, 2020(In millions)ConventionalGenerationRenewablesThermalTotalEnergy revenue$10 $609 $101 $720 Capacity revenue451 — 63 514 Other revenues— 21 32 53 Contract amortization(24)(61)(3)(88)Total operating revenue437 569 193 1,199 Less: Lease revenue(461)(554)(2)(1,017)Less: Contract amortization24 61 3 88 Total revenue from contracts with customers$— $76 $194 $270 See Note 17, Leases for the amounts of energy and capacity revenue that relate to leases and are accounted for under ASC 842.(a)(a)(a) 90 The following tables represent the Company’s disaggregation of revenue from contracts with customers for the year ended December 31, 2019, alongwith the reportable segment for each category:Year ended December 31, 2019(In millions)ConventionalGenerationRenewablesThermalTotalEnergy revenue$5 $545 $120 $670 Capacity revenue348 — 54 402 Other revenues— 10 30 40 Contract amortization(7)(61)(3)(71)Mark-to-market for economic hedges— (9)— (9)Total operating revenue346 485 201 1,032 Less: Lease revenue(353)(509)(2)(864)Less: Contract amortization7 61 3 71 Total revenue from contracts with customers$— $37 $202 $239 See Note 17, Leases for the amounts of energy and capacity revenue that relate to leases and are accounted for under ASC 840The following tables represent the Company’s disaggregation of revenue from contracts with customers for the year ended December 31, 2018, alongwith the reportable segment for each category:Year ended December 31, 2018(In millions)ConventionalGenerationRenewablesThermalTotalEnergy revenue$5 $572 $120 $697 Capacity revenue337 — 50 387 Other revenues— 13 26 39 Contract amortization(5)(62)(3)(70)Total operating revenue337 523 193 1,053 Less: Lease revenue(342)(534)(2)(878)Less: Contract amortization5 62 3 70 Total revenue from contracts with customers$— $51 $194 $245 Contract AmortizationAssets and liabilities recognized from power sales agreements assumed through acquisitions related to the sale of electric capacity and energy infuture periods for which the fair value has been determined to be significantly less (more) than market are amortized to revenue over the term of eachunderlying contract based on actual generation and/or contracted volumes or on a straight-line basis, where applicable.Contract BalancesThe following table reflects the net amount of contract assets and liabilities included on the Company’s balance sheet as of December 31, 2020:(In millions)December 31, 2020December 31, 2019Accounts receivable, net - Contracts with customers$57 $34 Accounts receivable, net - Leases86 82 Total accounts receivable, net$143 $116 (a)(a)(a) (a)(a)91 Derivative Financial InstrumentsThe Company accounts for derivative financial instruments under ASC 815, Derivatives and Hedging, or ASC 815, which requires the Company torecord 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 areimmediately 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 interestrates, power purchase or sale contracts used to mitigate variability in earnings due to fluctuations in market prices and fuels purchase contracts used tocontrol customer reimbursable fuel cost. On an ongoing basis, the Company qualitatively assesses the effectiveness of its derivatives that are designated ashedges for accounting purposes in order to determine that each derivative continues to be highly effective in offsetting changes in cash flows of hedgeditems. If necessary, the Company will perform an analysis to measure the statistical correlation between the derivative and the associated hedged item todetermine the effectiveness of such a contract designated as a hedge. The Company will discontinue hedge accounting if it is determined that the hedge isno longer effective. In this case, the gain or loss previously deferred in accumulated OCI would be frozen until the underlying hedged item is deliveredunless the transaction being hedged is no longer probable of occurring in which case the amount in OCI would be immediately reclassified into earnings. Ifthe derivative instrument is terminated, the effective portion of this derivative deferred in accumulated OCI will be frozen until the underlying hedged itemis delivered.Revenues and expenses on contracts that qualify for the NPNS exception are recognized when the underlying physical transaction is delivered. Whilethese contracts are considered derivative financial instruments under ASC 815, they are not recorded at fair value, but on an accrual basis of accounting. Ifit 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 balancesheet and immediately recognized through earnings.Concentrations of Credit RiskFinancial instruments which potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable, notesreceivable and derivative instruments, which are concentrated within entities engaged in the energy and financial industries. These industry concentrationsmay 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. See Item 1A, Risk Factors, Risks related to theCompany's Business, for a discussion on the Company’s dependence on major customers. See Note 6, Fair Value of Financial Instruments, for a furtherdiscussion of derivative concentrations and Note 13, Segment Reporting, for concentration of counterparties.92 Fair Value of Financial InstrumentsThe carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts receivable - affiliate, accounts payable, currentportion of account payable - affiliate, and accrued expenses and other current liabilities approximate fair value because of the short-term maturity of theseinstruments. See Note 6, Fair Value of Financial Instruments, for a further discussion of fair value of financial instruments.Asset Retirement ObligationsAsset retirement obligations, or AROs, are accounted for in accordance with ASC 410-20, Asset Retirement Obligations, or ASC 410-20. Retirementobligations 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 ofsettlement 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 itis incurred and a reasonable estimate of fair value can be made.Upon initial recognition of a liability for an ARO, the asset retirement cost is capitalized by increasing the carrying amount of the related long-livedasset 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 relatedasset. The Company's AROs are primarily related to the future dismantlement of equipment on leased property and environmental obligations related to siteclosures 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, 2020 and 2019, along with the additions and accretion related tothe Company's ARO obligations for the year ended December 31, 2020:(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 GuaranteesThe Company enters into various contracts that include indemnification and guarantee provisions as a routine part of its business activities. Examplesof these contracts include operation and maintenance agreements, service agreements, commercial sales arrangements and other types of contractualagreements 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 guaranteesand 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 arisk that the Company may have obligations in excess of the amounts agreed upon in the contracts mentioned above. For those guarantees and indemnitiesthat 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 orperformance, due to the contingent nature of these contracts.93 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 aprimary beneficiary, as described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. The equity method ofaccounting is applied to these investments in affiliates because the ownership structure prevents the Company from exercising a controlling influence overthe operating and financial policies of the projects. Under this method, equity in pre-tax income or losses of the investments is reflected as equity inearnings of unconsolidated affiliates. Distributions from equity method investments that represent earnings on the Company's investment are includedwithin cash flows from operating activities and distributions from equity method investments that represent a return of the Company's investment areincluded within cash flows from investing activities.Sale-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 theCompany. In accordance with ASC 840-40, Sale-Leaseback Transactions, if the seller-lessee retains, through the leaseback, substantially all of the benefitsand risks incident to the ownership of the property sold, the sale-leaseback transaction is accounted for as a financing arrangement. An example of this typeof 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 constitutespayment to acquire the assets subject to these arrangements. Instead, the sale proceeds received are accounted for as financing obligations and leasebackpayments made by the Company are allocated between interest expense and a reduction to the financing obligation. Interest on the financing obligation iscalculated using the Company’s incremental borrowing rate at the inception of the arrangement on the outstanding financing obligation. Judgment isrequired to determine the appropriate borrowing rate for the arrangement and in determining any gain or loss on the transaction that would be recordedeither at the end of or over the lease term.Stock-Based Compensation The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation, or ASC 718. The fairvalue of the Company's relative performance stock units, or RPSUs, are estimated on the date of grant using the Monte Carlo valuation model. TheCompany uses the Class A and Class C common stock price on the date of grant as the fair value of the Company's restricted stock units, or RSUs.Forfeiture rates are estimated based on an analysis of the Company's historical forfeitures, employment turnover, and expected future behavior. TheCompany recognizes compensation expense for both graded and cliff vesting awards on a straightline basis over the requisite service period for the entireaward. The Company incurred total stock compensation expense of $3 million, $4 million and $3 million for the years ended December 31, 2020, 2019 and2018, respectively, which was primarily recorded in general and administrative expense on the Company's consolidated statements of operations.Income TaxesThe Company accounts for income taxes using the liability method in accordance with ASC 740, Income Taxes, or ASC 740, which requires thatthe Company use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporarydifferences.The Company has two categories of income tax expense or benefit — current and deferred, as follows:•Current income tax expense or benefit consists solely of current taxes payable less applicable tax credits, and•Deferred income tax expense or benefit is the change in the net deferred income tax asset or liability, excluding amounts charged or credited toaccumulated other comprehensive income.94 The Company reports some of its revenues and expenses differently for financial statement purposes than for income tax return purposes, resulting intemporary and permanent differences between the Company's financial statements and income tax returns. The tax effects of such temporary differences arerecorded as either deferred income tax assets or deferred income tax liabilities in the Company's consolidated balance sheets. The Company measures itsdeferred income tax assets and deferred income tax liabilities using income tax rates that are currently in effect. The Company believes it is more likelythan not that the results of future operations will generate sufficient taxable income which includes the future reversal of existing taxable temporarydifferences to realize deferred tax assets, net of valuation allowances. In arriving at this conclusion to utilize projections of future profit before tax in itsestimate of future taxable income, including the impact of the Tax Cuts and Jobs Act, the Company considered the profit before tax generated in recentyears. A valuation allowance is recorded to reduce the net deferred tax assets to an amount that is more-likely-than-not to be realized.The Company accounts for uncertain tax positions in accordance with ASC 740, which applies to all tax positions related to income taxes. UnderASC 740, tax benefits are recognized when it is more-likely-than-not that a tax position will be sustained upon examination by the authorities. The benefitrecognized from a position that has surpassed the more-likely-than-not threshold is the largest amount of benefit that is more than 50% likely to be realizedupon settlement. The Company recognizes interest and penalties accrued related to uncertain tax benefits as a component of income tax expense.In accordance with ASC 740 and as discussed further in Note 14, Income Taxes, changes to existing net deferred tax assets, valuation allowances, orchanges to uncertain tax benefits, are recorded to income tax expense.Prior to the GIP Transaction, the Company was included in certain NRG consolidated unitary tax return filings which was reflected in the stateeffective tax rate. For tax returns filed during December 31, 2018, NRG allocated $22 million to the Company in tax-effected state NOLs, driven primarilyfrom losses generated by NRG after the GIP Transaction. The Company expects to be able to utilize these NOLs in future periods.Following the GIP Transaction, the Company files under a separate standalone methodology, resulting in a higher state effective tax rate due to alarger percentage of activity allocated to high-tax jurisdictions.Business CombinationsThe 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 anynoncontrolling interest in the acquiree at fair value at the acquisition date. It also recognizes and measures the goodwill acquired or a gain from a bargainpurchase in the business combination and determines what information to disclose to enable users of an entity's financial statements to evaluate the natureand financial effects of the business combination. In addition, transaction costs are expensed as incurred. For business acquisitions that relate to entitiesunder common control, ASC 805 requires retrospective combination of the entities for all annual periods presented as if the combination has been in effectfrom the beginning of the earliest financial statement period presented or from the date the entities were under common control (if later than the beginningof the earliest financial statement period). The difference between the cash paid and historical value of the entities' equity is recorded as adistribution/contribution from/to CEG with the offset to noncontrolling interest. Transaction costs are expensed as incurred.Use of EstimatesThe preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions. Theseestimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of theconsolidated financial statements. They also impact the reported amounts of net earnings during the reporting periods. Actual results could be differentfrom 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, tax provisions, uncollectible accounts, AROs, acquisition accounting and legal costs incurredin connection with recorded loss contingencies, among others. In addition, estimates are used to test long-lived assets for impairment and to determine thefair 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.95 Tax Equity ArrangementsCertain portions of the Company’s noncontrolling interests in subsidiaries represent third-party interests in the net assets under certain tax equityarrangements, 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 arenot consolidated by the Company, that have been entered into to finance the cost of solar energy systems, under operating leases or PPAs, that are eligiblefor certain tax credits. The Company has determined that the provisions in the contractual agreements of these structures represent substantive profitsharing arrangements. Further, the Company has determined that the appropriate methodology for calculating the noncontrolling interest and investment inunconsolidated affiliates that reflects the substantive profit sharing arrangements is a balance sheet approach utilizing the hypothetical liquidation at bookvalue, or HLBV, method. Under the HLBV method, the amounts reported as noncontrolling interests and investment in unconsolidated affiliates representthe amounts the investors to the tax equity arrangements would hypothetically receive at each balance sheet date under the liquidation provisions of thecontractual 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 inunconsolidated affiliates at the start and end of each reporting period, after taking into account any capital transactions between the structures and thefunds’ investors. The calculations utilized to apply the HLBV method include estimated calculations of taxable income or losses for each reporting period.ReclassificationCertain prior year amounts have been reclassified for comparative purposes.Recently Adopted Accounting StandardsIn March 2020, the FASB issued ASU No. 2020-4, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendmentsprovide for optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference ratereform if certain criteria is met. These amendments apply only to contracts that reference LIBOR or another reference rate expected to be discontinuedbecause of reference rate reform. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company intends to applythe amendments to all its eligible contract modifications where applicable during the reference rate reform period. As of December 31, 2020, the Companyhas not elected any optional expedients provided in the standard.Effective January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842), or Topic 842 using the modified retrospective transitionmethod. 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. Inaddition, the Company also elected to account for lease and non-lease components as a single lease component. The adoption of the standard resulted in therecording of operating lease liabilities of $165 million and related ROU assets of $159 million. There was no impact to the Company’s consolidatedstatement of operations or cash flows.Recently Issued Accounting Standards Not Yet AdoptedIn December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendmentsin this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. Theamendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. Theguidance is effective January 1, 2021, with early adoption permitted. The Company does not expect the effect of the new guidance to be material on itsconsolidated financial statements.96 Note 3 — Acquisitions and Dispositions2021 AcquisitionsRattlesnake Drop Down — On January 12, 2021, the Company acquired 100% of CEG's equity interest and a third party investor's minority interestin Rattlesnake Flat, LLC, which owns the Rattlesnake Wind Project, a 160 net MW wind facility located in Adams County, WA for $132 million in cashconsideration.Agua Caliente Acquisition — On February 3, 2021, the Company acquired an additional 35% equity interest in the Agua Caliente solar project fromNRG 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 thetransaction, the Company owns a 51% equity interest in Agua Caliente. The Company will remove its equity method investment and consolidate its interestin Agua Caliente from the date of the acquisition.2020 AcquisitionsLangford Drop Down — On November 20, 2020, the Company acquired 100% of the Class B membership interest in Langford Holding LLC fromCEG for $55 million as well as a minority interest from a third party investor for $9 million. Langford Holding LLC indirectly consolidates its interest inthe Langford wind project as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. The Langfordproject is a 160 MW wind project located in West Texas which achieved repowering commercial operations in November 2020. The Langford operationsare included in the Company's Renewables segment and the acquisition was funded with cash on hand. The acquisition was determined to be an assetacquisition and not a business combination, therefore the Company consolidated the financial information for Langford on a prospective basis. Themembership interests acquired by the Company relate to interests under common control by GIP and were recorded at historical cost, which reflects GIP'sbasis 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 millionwas recorded as an adjustment to noncontrolling interest.97 The following is a summary of assets and liabilities transferred in connection with the acquisition as of November 20, 2020:(In millions)LangfordCurrent 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 theClass A membership interests of Rosie TargetCo LLC from Renew Development HoldCo LLC, a subsidiary of CEG, for $23 million in cash considerationand 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 theprimary 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 operationsare included in the Company's Renewables segment. The acquisition was determined to be an asset acquisition and not a business combination, andtherefore, the Company consolidated the financial information for Rosamond Central on a prospective basis. The membership interests acquired by theCompany relate to interests under common control by GIP and were recorded at historical cost. The difference between the cash paid of $24 million and thehistorical value of the Company's acquired interests of $28 million was recorded as an adjustment to noncontrolling interest.The following is a summary of assets and liabilities transferred in connection with the acquisition as of December 21, 2020:(In millions)Rosamond CentralCurrent 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 — On September 1, 2020, the Company, through its indirect subsidiary Lighthouse Renewable Class A LLC, acquired theClass A membership interests in Lighthouse Renewable Holdco LLC (formerly Mesquite Star Pledgor LLC) from Clearway Renew LLC, a subsidiary ofCEG, for $74 million in cash consideration inclusive of a purchase price adjustment received in the fourth quarter of 2020 concurrent with the partnershipamendment referenced below. Lighthouse Renewable Holdco LLC indirectly owns 100% of the Class B membership interests in Mesquite Star Tax EquityHoldco LLC, a tax equity partnership that it consolidates as the primary beneficiary, and owns the Mesquite Star wind project, a 419 MW utility scale windproject located in Fisher County, Texas. A majority of the project’s output is backed by contracts with investment grade counterparties with a 12 yearweighted average contract life. The Mesquite Star operations are reflected in the Company's Renewables segment and the acquisition was funded with cashon hand. The Company initially recorded its interest in Lighthouse Renewable Class A LLC as an equity method investment. The membership interestsacquired by the Company relate to interests under common control by GIP and were recorded at historical cost. The difference between the $74 millioncash paid and the historical value of the Company's acquired interests of $83 million was recorded as an adjustment to noncontrolling interest.98 On December 21, 2020, Clearway Renew LLC sold the Class B membership interest in Lighthouse Renewable Holdco LLC to a third party investoras further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. The investor and the Company amended theterms of the related partnership and as a result, the Company now consolidates its interest in the Mesquite Star wind project, through its consolidation ofLighthouse Renewable Holdco LLC. The membership interests acquired by the Company relate to interests under common control by GIP and wererecorded at historical cost. The difference between the carrying value of the Company's equity method investment of $58 million and the historical value ofthe net assets consolidated for Mesquite Star of $63 million was recorded as an adjustment to noncontrolling interest.The following table shows the balances that were consolidated effective on December 21, 2020:(In millions)Mesquite StarCurrent 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 DGPVHoldco 1, DGPV Holdco 2 and DGPV Holdco 3, or DGPV Holdco Entities, from Renew DG Holdings LLC, a subsidiary of CEG, for approximately $20million in cash consideration and an SREC contract for approximately $24 million in cash consideration. The Company previously held the Class Amembership 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 EquityMethod and Variable Interest Entities. Subsequent to the acquisition of the remaining interests in the DGPV Holdco Entities, the Company transferred itsinterests to DG-CS Master Borrower LLC, and issued debt that was utilized to repay existing project-level debt outstanding and unwind interest rate swapsfor certain of the tax equity arrangements related to the underlying project funds, as further described in Note 10, Long-term Debt. The acquired SRECcontract is a contract to receive incremental cash flows related to renewable energy credits from certain underlying solar projects. The membership interestsacquired by the Company relate to interests under common control by GIP and were recorded at historical cost, which reflects GIP's basis recorded at fairvalue. The difference between the cash paid for the residual interest of the DGPV Holdco Entities and the historical value of the net assets consolidated lessthe carrying value of the equity method investments was recorded as an adjustment to noncontrolling interest.99 The following table shows the balances that were consolidated:November 2, 2020May 29, 2020(In millions)DGPV Holdco 1 and 2 DGPV Holdco 3 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 Includes DGPV 1, LLC, DGPV 2, LLC, CA Fund, LLC, DGPV 4 Borrower LLC and Puma Class B LLCIncludes Renew Solar CS4 Fund LLC and Chestnut Fund LLCThe fair value of property, plant and equipment determined at GIP's acquisition date was determined primarily based on an income method usingdiscounted cash flows and validated using a cost approach based on the replacement cost of the assets less economic depreciation. This methodology wasutilized as the forecasted cash flows incorporate specific attributes of each asset including age, useful life, equipment condition and technology. The fairvalue of intangible assets was determined utilizing a variation of the income approach determined by discounting incremental cash flows associated withthe contracts to present value. Primary assumptions utilized included estimates of generation, contractual prices, operating expenses and the weightedaverage cost of capital reflective of a market participant. These assumptions are considered to be a Level 3 measurement as defined in ASC 820, as theyutilize inputs that are not observable in the market.2019 AcquisitionsDuquesne University District Energy System Acquisition — On May 1, 2019, the Company, through its indirect subsidiary ECP Uptown CampusLLC, acquired the Duquesne University district energy system, totaling 87 combined MWt, located in Pittsburgh, PA. As part of the acquisition, DuquesneUniversity entered into a 40-year Energy Services Agreement through which ECP Uptown Campus LLC will fulfill the university's electricity, chilledwater and steam requirements in exchange for monthly capacity payments. The Duquesne University District Energy System operations are reflected in theCompany's Thermal segment. The total investment for the project was approximately $107 million.(a)(b)(a)(b) 100 Carlsbad Drop Down — On December 6, 2019, the Company acquired 100% of GIP's membership interests in CBAD Holdings, LLC, whichindirectly 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 forthe Carlsbad Drop Down was $184 million in cash, plus assumption of $803 million in project level financing including non-recourse senior notes, asfurther described in Note 10, Long-term Debt. The acquisition was funded with proceeds from the Clearway Energy, Inc. equity issuance, as described inNote 12, Stockholders' Equity, as well as borrowings from the Company's revolving credit facility. The Carlsbad acquisition is the result of the Companyhaving elected its option to purchase Carlsbad pursuant to the ROFO agreement, as amended, by and among the Company, CEG and GIP. The Carlsbadoperations are reflected in the Company's Conventional segment. The assets and liabilities transferred to the Company relate to interests under commoncontrol by GIP and were recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The difference between thecash paid and the historical value of the entities' equity was recorded as a distribution to GIP and decreased the balance of its noncontrolling interest. Theacquisition was determined to be an asset acquisition and not a business combination, therefore the Company consolidated the financial information forCarlsbad on a prospective basis.The following is a summary of assets and liabilities transferred in connection with the acquisition as of December 6, 2019:(In millions)CBAD Holdings, LLCCurrent Assets$36 Property, plant and equipment, net572 Intangible assets, net337 Other non-current assets51 Total assets996 Debt791 Other current and non-current liabilities56 Total liabilities847 Net assets acquired$149 Excludes net debt issuance costs of $12 million.Other current liabilities and non-current liabilities include a contingent liability of $5 million assumed by the Company during the acquisition.2018 AcquisitionsUPMC Thermal Project Asset Acquisition — On June 19, 2018, upon reaching substantial completion, the Company acquired from NRG the UPMCThermal 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 millionof 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. Theproject added 73 MWt of thermal equivalent capacity and 7.5 MW of emergency backup electrical capacity to the Company's portfolio. The UPMCThermal project operations are reflected in the Company's Thermal segment. The acquisition was funded with the proceeds from the sale of the Series Eand Series F Notes. The assets transferred to the Company relate to interests under common control by NRG and were recorded at book value inaccordance with ASC 805-50, Business Combinations - Related Issues. The difference between the purchase price and book value of the assets wasrecorded as a distribution to NRG and decreased the balance of its noncontrolling interest. The acquisition was determined to be an asset acquisition andnot a business combination, therefore the Company consolidated the financial information for UPMC Thermal project on a prospective basis.Central CA Fuel Cell 1, LLC — On April 18, 2018, the Company acquired the Central CA Fuel Cell 1, LLC project in Tulare, California fromFuelCell Energy Finance, Inc. for cash consideration of $11 million. The project 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, whichowns a 154 MW construction-stage utility-scale solar generation project located in Texas, or the Buckthorn Solar Drop Down Asset, for cash considerationof $42 million. The Company also assumed non-recourse debt of $183 million and non-controlling interest of $19 million attributable to the Class Amember. The Company converted $132 million of non-recourse debt to a term loan and the remainder of the outstanding debt was paid down with thecontribution from(a)(b)(a)(b) 101 the Class A member in the amount of $80 million upon the project reaching substantial completion in May 2018. The purchase price for the BuckthornSolar Drop Down Asset was funded with cash on hand and borrowings from the Company's revolving credit facility. The assets and liabilities transferred tothe Company related to interests under common control by NRG and were recorded at historical cost in accordance with ASC 805-50, BusinessCombinations - Related Issues. The difference between the cash paid and historical value of the entities' equity was recorded as a distribution to NRG anddecreased the balance of its noncontrolling interest. Since the transaction constituted a transfer of net asset under common control, the guidance requiredretrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control. Theproject sells power under a 25-year PPA to the City of Georgetown, Texas, which commenced in July 2018. The operations of the Buckthorn project arereflected in the Company's Renewables segment.2020 DispositionsSale of 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 ofapproximately $75 million. The Company previously accounted for its interest in RPV Holdco 1 LLC as an equity method investment. The sale of theinvestment resulted in a gain of approximately $49 million.Sale of Energy Center Dover LLC and Energy Center Smyrna LLC Assets — On March 3, 2020, the Company, through Clearway Thermal LLC,sold 100% of its interests in Energy Center Dover LLC and Energy Center Smyrna LLC to DB Energy Assets, LLC for cash proceeds of approximately$15 million.2019 DispositionsSale of HSD Solar Holdings, LLC Assets — On October 8, 2019, the Company, through HSD Solar Holdings, LLC, or HSD, sold 100% of itsinterests in certain distributed generation solar facilities totaling 6 MW to the offtaker under the PPA, for cash consideration of $20 million, as a result ofthe offtaker exercising its right to purchase the project pursuant to the PPA. In conjunction with the sale, the Company repaid in full the non-recourse leasefinancing associated with the HSD projects. The repaid amount was net of cash released at closing and totaled $23 million.102 Note 4 — Property, Plant and EquipmentThe 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 YearsLand and improvements224 173 Construction in progress 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 As of December 31, 2020 and 2019, construction in progress includes $14 million and $10 million of capital expenditures that relate to prepaid long-term serviceagreements 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 in2020, which resulted in additional depreciation expense in the amount of $9 million. The Company accelerated depreciation of the Wildorado Wind andElbow 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 year ended December 31, 2020 and December 31, 2019, as further described in Note9, Asset Impairments.Note 5 — Investments Accounted for by the Equity Method and Variable Interest EntitiesEquity Method InvestmentsThe Company's maximum exposure to loss as of December 31, 2020 is limited to its equity investment in the unconsolidated entities, as furthersummarized in the table below:NameEconomic InterestInvestment Balance(In millions)Utah Solar Portfolio50%$255 Desert Sunlight25%244 Agua Caliente Solar16%83 GenConn50%90 San Juan Mesa75%33 Elkhorn Ridge66.7%38 Avenal50%(2)$741 Economic interest based on cash to be distributed. Four Brothers Solar, LLC, Granite Mountain Holdings, LLC and Iron Springs Holdings, LLC are tax equity structuresand VIEs. The related allocations are described below.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 interestsin Agua Caliente and will remove its equity method investment and consolidate its interest from the date of the acquisition. GenConn is a variable interest entity.(a)(a) (a)(b)(c)(a)(b) (c)103 As of December 31, 2020 and 2019, the Company had $10 million and $138 million respectively, of undistributed earnings from its equity methodinvestments.The Company acquired its interest in Desert Sunlight on June 30, 2015, for $285 million, which resulted in a difference between the purchase priceand 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 andpower purchase agreements. In addition, the difference between the basis of the acquired assets and liabilities and the purchase price for the Utah SolarPortfolio (Four Brothers Solar, LLC, Granite Mountain Holdings, LLC and Iron Springs Holdings, LLC) of $106 million is attributable to the fair value ofthe property, plant and equipment. The Company is amortizing the related basis differences to equity in earnings over the related useful life of theunderlying assets acquired.The Company's pro-rata share of non-recourse debt held by unconsolidated affiliates was $481 million as of December 31, 2020.The following tables present summarized financial information for the Company's equity method investments:Year Ended December 31,202020192018Income Statement Data:(In millions)GenConnOperating revenues$60 $60 $65 Operating income26 27 32 Net income17 17 22 Desert SunlightOperating revenues209 205 208 Operating income142 123 129 Net income88 58 84 OtherOperating revenues299 318 332 Operating income138 110 126 Net income$60 $50 $86 As of December 31,20202019Balance Sheet Data:(In millions)GenConnCurrent assets$40 $37 Non-current assets344 342 Current liabilities17 16 Non-current liabilities185 176 Desert SunlightCurrent assets132 209 Non-current assets1,244 1,296 Current liabilities71 545 Non-current liabilities921 484 Other Current assets177 279 Non-current assets2,201 3,412 Current liabilities114 809 Non-current liabilities700 500 Redeemable noncontrolling interest$— $(1)Includes Agua Caliente, Elkhorn Ridge, Utah Solar Portfolio, San Juan Mesa, DGPV Holdco 1, DGPV Holdco 2 and DGPV Holdco 3. DGPV Holdco 1, DGPV Holdco 2and 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.(a)(a)(a) 104 Variable Interest Entities, or VIEsEntities that are ConsolidatedThe 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 withwind 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 oncash to be distributed, with a weighted average remaining contract life of approximately 21 years. On May 29, 2020, the final construction projects forDGPV Holdco 3 were placed in service which resulted in a reconsideration event for consolidation of the entity. Upon the reconsideration event, theCompany determined that it was the primary beneficiary of DGPV Holdco 3, as it is entitled to 99% of allocations of income and cash distributions fromthe entity. As such, effective on May 29, 2020, the Company consolidates DGPV Holdco 3, and records the interest owned by CEG as noncontrollinginterest. 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 theinterests owned by the tax equity investors are shown as noncontrolling interests. The Company removed its equity method investment in DGPV Holdco 3of $155 million as of May 29, 2020 and recorded the difference between the net assets consolidated and the investment balance as a reduction tononcontrolling interests. The Company acquired CEG's interest in DGPV Holdco 3 on November 2, 2020 as further described in Note 3, Acquisitions andDispositions 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, Acquisitions and Dispositions, on November 2, 2020, the Company acquired the Class Bmembership interests in DGPV Holdco 1, DGPV Holdco 2 and DGPV Holdco 3, or the DGPV Holdco Entities, from Renew DG Holdings LLC, asubsidiary of CEG. The Company previously held the Class A membership interests in the DGPV Holdco Entities and accounted for its interests in DGPVHoldco 1 and DGPV Holdco 2 as equity method investments, while DGPV Holdco 3 was consolidated by the Company effective May 29, 2020 as furtherdescribed above. Concurrent with the acquisition, the Company transferred its interests to DG-CS Master Borrower LLC. Effective with the acquisition ofthe Class B membership interests of the DGPV Holdco Entities, the Company consolidates all of the DGPV Holdco Entities, including DG-CS MasterBorrower LLC, and its subsidiaries, which consist of seven projects including six tax equity funds that collectively own approximately 172 distributed solarprojects 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 consolidatesthe fund, with the tax equity investor's interest shown as noncontrolling interest or redeemable noncontrolling interest. The Company utilizes the HLBVmethod to determine its share of the income or losses in the investees. The Company removed its equity method investments in DGPV Holdco 1 andDGPV Holdco 2 of $144 million as of November 2, 2020 and recorded the difference between the net assets consolidated and the investment balance as areduction to noncontrolling interests.Langford Tax Equity Partnership, LLC — As described in Note 3, Acquisitions and Dispositions, on November 20, 2020, the Company acquired100% 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 inLangford Holding LLC from a third party investor for $9 million. Langford Holding LLC owns 100% of the membership interests in Langford Class BHoldco 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 MWwind project. Langford Tax Equity Partnership LLC is a variable interest entity. The Company is the primary beneficiary, through its position as managingmember, and indirectly consolidates Langford Tax Equity Partnership LLC, through Langford Class B Holdco LLC. The Class A member is a tax equityinvestor whose interest is reflected as noncontrolling interest on the Company's consolidated balance sheet. The project achieved repowering COD inNovember 2020. The Company utilizes the HLBV method for income or loss allocation to the tax equity investor's noncontrolling interest.Lighthouse Partnership ArrangementsLighthouse Renewable Holdco LLC — As described in Note 3, Acquisitions and Dispositions, on September 1, 2020, the Company, through itsindirect subsidiary Lighthouse Renewable Class A LLC, acquired the Class A membership interests in Lighthouse Renewable Holdco LLC (formerlyMesquite Star Pledgor LLC) from Clearway Renew LLC, a subsidiary of CEG. Lighthouse Renewable Holdco LLC is a VIE and at the time of theacquisition 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 resultedin a reconsideration event for consolidation of the entity. Upon the reconsideration event, the Company determined that it was the primary beneficiary ofLighthouse Renewable Holdco LLC. As such, effective on105 December 21, 2020, the Company consolidates Lighthouse Renewable Holdco LLC, and shows the Class B interests owned by the third party investor asnoncontrolling interests on the Company’s consolidated balance sheet. Through its Class A membership interests, the Company receives 50.01% of incomeand distributable cash. In addition, Lighthouse Renewable Holdco LLC holds the Class B interests in a tax equity fund, Mesquite Star Tax Equity HoldcoLLC, that holds the Mesquite Star project. The tax equity investor's interest is shown as noncontrolling interest. The HLBV method is utilized to allocatethe 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'sClass A membership interests of Rosie TargetCo LLC which owns 100% interest in Rosie Class B LLC, which in turn owns 100% of the Class Bmembership 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 asnoncontrolling interest on the Company’s consolidated balance sheet. Through its Class A membership interests in Rosie TargetCo LLC, the Companyreceives 50% of income and distributable cash. Rosie TargetCo indirectly consolidates Rosie TE Holdco LLC, which is also a VIE. The tax equityinvestor'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 whichprovides for a reallocation of cash distributions to the third-party investor in order to ensure that the investor achieves a target return. The agreementprovides 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. TheCompany 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 anon-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 acquirethe Class A membership interests in the Kawailoa Solar Partnership LLC, or Kawailoa Partnership, for $9 million in cash consideration. The purpose of thepartnership is to own, finance, operate, and maintain the Kawailoa Solar project, a 49 MW utility-scale solar generation project, an indirect subsidiary ofthe Kawailoa Partnership, located in Oahu, Hawaii. The Kawailoa Solar project is contracted to sell power under a 22-year PPA with Hawaiian ElectricCompany, or HECO. The Kawailoa Solar project is 51% owned by the Kawailoa Partnership, with the remaining 49% owned by a third-party investor. TheKawailoa Partnership consolidates the Kawailoa Solar project through its controlling majority interest. On May 7, 2019, the Company made an initialcapital contribution of $2 million, which represents 20% of its total anticipated capital contributions. The Company assumed non-recourse debt of $120million, as further described in Note 10, Long-term Debt, and non-controlling interests attributable to third parties in the amount of $21 million. EffectiveMay 1, 2019, the Company, as a Class A member, is the primary beneficiary through its position as managing member and consolidates KawailoaPartnership. Allocations of income and taxable items are equal to the distributions of available cash, which is currently 95% to the Company and 5% toClearway Renew LLC. The Company's acquisition of the Class A membership interests in the Kawailoa Partnership was accounted for as a transfer ofassets under common control and was recorded at historical cost in accordance with ASC 805-50, Business Combinations — Related Issues. The differencebetween 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 itsnoncontrolling interest.Upon reaching COD in November of 2019, the Kawailoa Solar project's fixed assets were placed in service and began to depreciate. On December22, 2019, Kawailoa Solar Holdings LLC, a tax equity fund, received its final equity contribution of $61 million. The proceeds were utilized to repay theITC 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 upsizingabove the amount of the bridge loan repayment and related fees. On December 27, 2019, the Company made its substantial completion contribution of $7million into the Kawailoa Partnership, which was also utilized to make a distribution to Clearway Renew LLC. In addition, the Company started applyingHLBV 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 theClass A membership interests in the Zephyr Oahu Partnership LLC, or Oahu Partnership, for $20 million in cash consideration. The purpose of thepartnership is to own, finance, operate, and maintain the Oahu Solar projects, which consist of Lanikuhana and Waipio, utility-scale solar generationprojects with rated capacity of 15 MW and 46 MW, respectively, the indirect subsidiaries of the Oahu Partnership, located in Oahu, Hawaii. The OahuSolar projects are contracted to sell power under a 22-year PPA with HECO. The Oahu Partnership consolidates the Oahu Solar projects through itscontrolling majority interest. On March 8, 2019, the Company made an initial capital contribution of $4 million, which represents 20% of its totalanticipated capital contributions. The Company also assumed non-recourse debt of $143 million, as106 further described in Note 10, Long-term Debt, and $18 million of non-controlling interest attributable to a tax equity investor's initial contribution. EffectiveMarch 8, 2019, the Company, as a Class A member, is the primary beneficiary through its position as managing member and consolidates OahuPartnership. Allocations of income and taxable items are equal to the distributions of available cash, which is currently 95% to the Company and 5% toClearway Renew LLC. The Company's acquisition of the Class A membership interests in the Oahu Partnership was accounted for as a transfer of assetsunder common control and was recorded at historical cost in accordance with ASC 805-50, Business Combinations - Related Issues. The differencebetween 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 itsnoncontrolling 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 theamount of $67 million, and the construction loan was converted to term debt. The Company paid the remaining 80% of the equity commitment in theamount of $16 million to Clearway Renew LLC when the Oahu Solar projects reached certain milestones in December 2019. In addition, the Companystarted 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 primarybeneficiary through its position as managing member consolidated Wind TE Holdco. The Class A shares of Wind TE Holdco were owned by a tax equityinvestor, who 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, for cash consideration of $19million. 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 PartnershipLLC 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 twofacilities 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 toallocations 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 WildoradoWind projects, as well as Repowering Partnership Holdco LLC, which concurrently entered into a financing agreement for construction debt commitmenttotaling $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 Amembership interests in Elbow Creek Repowering Tax Equity Holdco LLC, or Elbow TE Holdco for $89 million pursuant to a membership interestpurchase agreement dated June 14, 2019. The Company also contributed $4 million. In connection with the completion of the Elbow Creek repowering, theconstruction loan of $93 million was repaid with the proceeds from the combined proceeds from the tax equity investor and the Company. The Companybegan applying HLBV during the fourth quarter to allocate income between the partners of Elbow TE Holdco. In connection with the closing, theallocations of income at Repowering Partnership II LLC (which indirectly consolidates both projects) changed to 59.63% for Wind TE Holdco LLC (theCompany member) and 40.37% for CWSP Wildorado Elbow Holding LLC (the CEG member). In addition, approximately half of the repoweredWildorado equipment was placed in service in December 2019, with the remaining equipment being placed in service in January of 2020. In connectionwith repowering of the projects, the Company revised the remaining useful life of the property, plant and equipment that was replaced, resulting inadditional 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 debtunder the Repowering Partnership Holdco credit agreement, as described in Note 10, Long-term Debt. The third party tax equity investor, or WildoradoInvestor, will receive 99% of allocations of taxable income and other items until the Wildorado Investor obtains a specified return on its initial investment,or the last day of the PTC period, whichever occurs sooner. At such time, the allocations to the Wildorado Investor will change to 5%. Until such time, theWildorado Investor will receive a variable percentage of cash distributions. Wildorado TE Holdco is a VIE and the Repowering Partnership II LLC is theprimary beneficiary through its position as managing member. As a result, the Company consolidates Wildorado TE Holdco, with the Wildorado Investor'sinterest shown as noncontrolling interest. In connection with107 the Wildorado TE Holdco closing, the allocations of income at Repowering Partnership II LLC changed to 60.14% for Wind TE Holdco LLC (theCompany 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. RepoweringPartnership II LLC is no longer a VIE and subsequent to the acquisition, is a wholly-owned subsidiary of the Company. Repowering Partnership II LLCcontinues to own interests in two VIEs, Wildorado Repowering Tax Equity Holdco LLC, or Wildorado TE Holdco, and Elbow Creek Repowering TaxEquity Holdco LLC, or Elbow Creek TE Holdco. The Company removed the related noncontrolling interest balance of $8 million and recorded thedifference between the cash paid and the noncontrolling interest balance removed as a reduction to noncontrolling interests. The Company utilizes theHLBV method to determine the net income or loss allocated to tax 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-scalesolar generation project, Buckthorn Renewables, LLC, which owns 100% interest in Buckthorn Solar Portfolio, LLC, which in turn owns 100% of theClass B membership interests in Buckthorn Holdings, LLC. Buckthorn Holdings, LLC is a tax equity fund, which is a variable interest entity that isconsolidated by Buckthorn Solar Portfolio, LLC. The Company is the primary beneficiary, through its position as managing member, and indirectlyconsolidates Buckthorn Holdings, LLC through Buckthorn Solar Portfolio, LLC. The Class A member is a tax equity investor who made its initialcontribution of $19 million on March 30, 2018, which is reflected as noncontrolling interest on the Company’s consolidated balance sheet. The projectachieved substantial completion in May 2018, at which time the remaining tax equity contributions of $80 million were funded. The Company utilizes theHLBV 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 certaincash and tax attributes, primarily PTCs. The financial institution, or Alta Investor, receives 99% of allocations of taxable income and other items until theflip point, which occurs when the Alta Investor obtains a specified return on its initial investment, at which time the allocations to the Alta Investor changeto 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 flippoint 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 TEHoldco is a VIE and the Company is the primary beneficiary through its position as managing member, and therefore consolidates Alta TE Holdco, withthe Alta Investor's interest shown as noncontrolling interest. The Company utilizes the HLBV method to determine the net income or loss allocated to thenoncontrolling interest.Spring Canyon — The Company holds 90.1% of the Class B interests in Spring Canyon II, a 32 MW wind facility, and Spring Canyon III, a 28 MWwind facility, each located in Logan County, Colorado, and Invenergy Wind Global LLC owns 9.9% of the Class B interests. The projects are financed witha partnership flip tax-equity structure with a financial institution, who owns the Class A interests, to monetize certain cash and tax attributes, primarilyPTCs. Until the flip point, the Class A member receives a variable percentage of cash distributions based on the projects’ production level during the prioryear. The Class A member received 34.81% of the cash distributions and the Company and Invenergy received 65.19% during the period ended December31, 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 VIEand the Company is the primary beneficiary through its position as managing member, and therefore consolidates Spring Canyon. The Class A member andInvenergy's interests are shown as noncontrolling interest. The Company utilizes the HLBV method to determine the net income or loss allocated to theClass A member. Net income or loss attributable to the Class B interests is allocated to Invenergy's noncontrolling interest based on its 9.9% ownershipinterest.108 Summarized financial information for the Company's consolidated VIEs consisted of the following as of December 31, 2020:(In millions)Oahu SolarPartnershipKawailoaPartnershipWildorado TE HoldcoDGPVFundsLighthouseRenewableHoldco LLCRosieTargetCoLLCLangford TEPartnershipLLCAlta TEHoldcoBuckthornRenewables,LLCOtherOther current and non-current assets$23 $21 $14 $105 $48 $40 $15 $56 $2 $21 Property, plant andequipment179 141 240 778 444 258 138 356 210 184 Intangible assets— — — 2 — — 2 225 — 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 Noncontrollinginterest14 31 123 4 347 150 108 33 58 99 Net assets lessnoncontrollinginterests$66 $20 $120 $804 $63 $30 $29 $560 $145 $74 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 FundLLC Other is comprised of Crosswinds, Hardin, Elbow Creek Holdco and Spring Canyon projectsEntities that are not ConsolidatedThe Company has interests in entities that are considered VIEs under ASC 810, Consolidation, but for which it is not considered the primarybeneficiary. The Company accounts for its interests in these entities under the equity method of accounting.Utah Solar Portfolio Assets — The company acquired 100% of the Class A equity interests in the Utah Solar Portfolio from NRG. The portfoliocomprised of Four Brothers Solar, LLC, Granite Mountain Holdings, LLC, and Iron Springs Holdings, LLC. The Class B interests of the Utah SolarPortfolio 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, whichoccurs on the last day of the calendar month on which the Class B member does not have an agreed upon adjusted capital account deficit, but not prior tothe 10th day after the five year anniversary of the last project to achieve its placed in service date, at which time the allocations to the TE Investor change to50%. The Company generally receives 50% of distributable cash throughout the term of the tax-equity arrangements. The three entities comprising theUtah Solar Portfolio are VIEs. As the Company is not the primary beneficiary, the Company uses the equity method of accounting to account for itsinterests in the Utah Solar Portfolio. The Company utilizes the HLBV method to determine its share of the income or losses in the investees.Note 6 — Fair Value of Financial InstrumentsFair Value Accounting under ASC 820ASC 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 themeasurement date.•Level 2—inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectlyobservable 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 themeasurement date.In accordance with ASC 820, the Company determines the level in the fair value hierarchy within which each fair value measurement in its entiretyfalls, based on the lowest level input that is significant to the fair value measurement.(a) (b)(a)(b)109 For cash and cash equivalents, restricted cash, accounts receivable — affiliate, accounts receivable, accounts payable, current portion of accountspayable — affiliate, accrued expenses and other liabilities, the carrying amount approximates fair value because of the short-term maturity of thoseinstruments 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, 2019Carrying AmountFair ValueCarrying AmountFair Value(In millions)Liabilities:Long-term debt, including current portion $7,048 $7,020 $6,858 $6,957 Excludes net debt issuance costs, which are recorded as a reduction to long-term debt on the 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 valuehierarchy. The fair value of debt securities, non-publicly traded long-term debt and certain notes receivable of the Company are based on expected futurecash flows discounted at market interest rates, or current interest rates for similar instruments with equivalent credit quality and are classified as Level 3within the fair value hierarchy. The following table presents the level within the fair value hierarchy for long-term debt, including current portion as ofDecember 31, 2020 and 2019:As of December 31, 2020As of December 31, 2019Level 2Level 3Level 2Level 3 (In millions)Long-term debt, including current portion$1,905 $5,115 $1,736 $5,221 Recurring Fair Value MeasurementsThe Company records its derivative assets and liabilities at fair market value on its consolidated balance sheet. The following table presents assetsand liabilities measured and recorded at fair value on the Company's consolidated balance sheets on a recurring basis and their level within the fair valuehierarchy:As of December 31, 2020As of December 31, 2020As of December 31, 2019As of December 31, 2019Fair ValueFair Value Fair Value Fair Value (In millions)Level 2Level 3Level 2Level 3Derivative assetsInterest rate contracts$1 $— $— $— Other financial instruments — 29 — — Total assets$1 $29 $— $— Derivative liabilitiesCommodity contracts$— $44 $— $9 Interest rate contracts129 — 83 — Total liabilities$129 $44 $83 $9 There were no derivative assets classified as Level 1, or Level 3 and no liabilities classified as Level 1 as of December 31, 2020 and no derivative assets classified asLevel 1, Level 2 or Level 3 and no liabilities classified as Level 1 as of December 31, 2019.SREC contract acquired on November 2, 2020. (a)(a)(a)(a)(a)(b)(a) (b) 110 The following table reconciles the beginning and ending balances for instruments that are recognized at fair value in the condensed consolidatedfinancial statements using significant unobservable inputs:Year ended December 31,20202019(In millions)Fair Value Measurement Using SignificantUnobservable Inputs (Level 3)Beginning balance$(9)$— Total losses for the period included in earnings— (3)Purchases(6)(6)Ending balance$(15)$(9)Change in unrealized losses included in earnings for derivatives held as ofDecember 31,$1 $(3) Derivative and Financial Instruments Fair Value MeasurementsThe Company's contracts are non-exchange-traded and valued using prices provided by external sources. For the Company’s energy contracts,management uses quoted observable forward prices. To the extent that observable forward prices are not available, the quoted prices reflect the average ofthe forward prices from the prior year, adjusted for inflation. As of December 31, 2020, contracts valued with prices provided by models and othervaluation techniques make up 25% of derivative liabilities and 100% of other financial instruments.The Company’s significant positions classified as Level 3 include physical power executed in illiquid markets. The significant unobservable inputsused in developing fair value include illiquid power tenors and location pricing, which is derived by extrapolating pricing and as a basis to liquid locations.The tenor pricing and basis spread are based on observable market data when available or derived from historic prices and forward market prices fromsimilar observable markets when not available.The following table quantifies the significant unobservable inputs used in developing the fair value of the Company's Level 3 positions as of December 31,2020:December 31, 2020Fair ValueInput/RangeAssetsLiabilitiesValuationTechniqueSignificantUnobservable InputLowHighWeighted Average(In millions)Power Contracts$— $(44)Discounted CashFlowForward MarketPrice (per MWh)$8.64 $42.37 $17.93 Other FinancialInstruments$29 — Discounted CashFlowForecast annualgeneration levels ofcertain DG solarfacilities80,872 MWh131,374 MWh126,063 MWh111 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 ValueMeasurement Forward Market Price PowerBuyIncrease/(Decrease)Higher/(Lower) Forward Market Price PowerSellIncrease/(Decrease)Lower/(Higher)Forecast Generation LevelSellIncrease/(Decrease)Higher/(Lower)The fair value of each contract is discounted using a risk-free interest rate. In addition, a credit reserve is applied to reflect credit risk, which is, forinterest rate swaps, calculated based on credit default swaps using the bilateral method. For commodities, to the extent that the Net Exposure under aspecific master agreement is an asset, the Company uses the counterparty’s default swap rate. If the Net Exposure under a specific master agreement is aliability, the Company uses a proxy of its own default swap rate. For interest rate swaps and commodities, the credit reserve is added to the discounted fairvalue 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 topay for the assets. As of December 31, 2020, the non-performance reserve was a $6 million gain recorded primarily to interest expense in the consolidatedstatement of operations. It is possible that future market prices could vary from those used in recording assets and liabilities and such variations could bematerial.Concentration of Credit RiskIn addition to the credit risk discussion as disclosed in Note 2, Summary of Significant Accounting Policies, the following item is a discussion of theconcentration of credit risk for the Company's financial instruments. Credit risk relates to the risk of loss resulting from non-performance or non-paymentby 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) monitoring of counterparties' credit limits on as needed basis; (iii) as applicable, the use of credit mitigationmeasures such as margin, collateral, prepayment arrangements, or volumetric limits; (iv) the use of payment netting agreements; and (v) the use of masternetting agreements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty. Riskssurrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. The Company seeks to mitigatecounterparty 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 orobservable market quotes are not available to estimate such exposure, the Company estimates the exposure related to these contracts based on varioustechniques including but not limited to internal models based on a fundamental analysis of the market and extrapolation of observable market data withsimilar characteristics. The majority of these power contracts are with utilities with strong credit quality and public utility commission or other regulatorysupport. However, such regulated utility counterparties can be impacted by changes in government regulations or adverse financial conditions, which theCompany is unable to predict.Note 7 — Accounting for Derivative Instruments and Hedging ActivitiesASC 815 requires the Company to recognize all derivative instruments on the balance sheet as either assets or liabilities and to measure them at fairvalue each reporting period unless they qualify for a NPNS exception. The Company may elect to designate certain derivatives as cash flow hedges, ifcertain conditions are met, and defer the change in fair value of the derivatives to accumulated OCI/OCL, until the hedged transactions occur and arerecognized in earnings. For derivatives that are not designated as cash flow hedges or do not qualify for hedge accounting treatment, the changes in the fairvalue will be immediately recognized in earnings. Certain derivative instruments may qualify for the NPNS exception and are therefore exempt from fairvalue accounting treatment. ASC 815 applies to the Company's energy related commodity contracts and interest rate swaps.Interest Rate SwapsThe Company enters into interest rate swap agreements in order to hedge the variability of expected future cash interest payments. As ofDecember 31, 2020, the Company had interest rate derivative instruments on non-recourse debt extending through 2044, a portion of which weredesignated as cash flow hedges. Under the interest rate swap agreements, the Company pays a fixed rate and the counterparties to the agreements pay avariable interest rate.112 Energy Related CommoditiesAs of December 31, 2020, the Company had energy-related derivative instruments extending through 2032. At December 31, 2020, these contractswere not designated as cash flow or fair value hedges.Volumetric Underlying Derivative TransactionsThe following table summarizes the net notional volume buy/(sell) of the Company's open derivative transactions broken out by commodity as ofDecember 31, 2020 and 2019:Total VolumeDecember 31, 2020December 31, 2019CommodityUnits(In millions)Natural GasMMBtu1 2 PowerMWh(8)(2)InterestDollars$1,600 $1,788 Fair Value of Derivative InstrumentsThe following table summarizes the fair value within the derivative instrument valuation on the balance sheet: Fair Value Derivative AssetsDerivative LiabilitiesDecember 31, 2020December 31, 2020December 31, 2019(In millions)Derivatives Designated as Cash Flow Hedges: Interest rate contracts current$— $8 $3 Interest rate contracts long-term— 15 11 Total Derivatives Designated as Cash Flow Hedges$— $23 $14 Derivatives Not Designated as Cash Flow Hedges: Interest rate contracts current— 25 13 Interest rate contracts long-term1 81 56 Commodity contracts current— 5 — Commodity contracts long-term— 39 9 Total Derivatives Not Designated as Cash Flow Hedges1 150 78 Total Derivatives$1 $173 $92 There were no derivative assets as of 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 atthe counterparty master agreement level. As of December 31, 2020 and 2019, there was no outstanding collateral paid or received. The following tablessummarize the offsetting of derivatives by counterparty master agreement level:Gross Amounts Not Offset in the Statement of Financial PositionAs of December 31, 2020Gross Amounts of RecognizedAssets/LiabilitiesDerivative InstrumentsNet AmountCommodity contracts(In millions)Derivative liabilities(44)— (44)Total commodity contracts(44)— (44)Interest rate contractsDerivative assets$1 $— $1 Derivative liabilities(129)— (129)Total interest rate contracts(128)— (128)Total derivative instruments$(172)$— $(172) (a)(a)113 Gross Amounts Not Offset in the Statement of Financial PositionAs of December 31, 2019Gross Amounts of RecognizedAssets/LiabilitiesDerivative InstrumentsNet AmountCommodity contracts(In millions)Derivative liabilities(9)(1)(10)Total commodity contracts(9)(1)(10)Interest rate contractsDerivative liabilities(83)1 (82)Total interest rate contracts(83)1 (82)Total derivative instruments$(92)$— $(92)Accumulated Other Comprehensive LossThe following table summarizes the effects on the Company’s accumulated OCL balance attributable to interest rate swaps designated as cash flowhedge derivatives, net of tax:Year ended December 31,202020192018(In millions)Accumulated OCL beginning balance$(31)$(38)$(60)Reclassified from accumulated OCL to income due to realization of previously deferred amounts8 16 14 Mark-to-market of cash flow hedge accounting contracts(7)(9)8 Accumulated OCL ending balance, net of income tax benefit of $5, $6 and $7, respectively$(30)$(31)$(38)Accumulated OCL attributable to noncontrolling interests(16)(16)(20)Accumulated OCL attributable to Clearway Energy, Inc.$(14)$(15)$(18)Losses expected to be realized from OCL during the next 12 months, net of income tax benefit of $4$(9)Amounts reclassified from accumulated OCL into income are recorded to interest expense.Impact of Derivative Instruments on the Statements of IncomeThe Company has interest rate derivative instruments that are not designated as cash flow hedges. The effect of interest rate hedges is recorded tointerest expense. For the years ended December 31, 2020, 2019 and 2018 the impact to the consolidated statements of income was a loss of $38 million, aloss of $65 million and a gain of $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 endedDecember 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. Therewere 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 onthe forecasted usage of the thermal district energy centers. Realized gains and losses on these contracts are reflected in the costs that are permitted to bebilled to customers through the related customer contracts or tariffs and, accordingly, no gains or losses are reflected in the consolidated statements ofoperations for these contracts.See Note 6, Fair Value of Financial Instruments, for a discussion regarding concentration of credit risk.Note 8 — Intangible AssetsIntangible Assets — The Company's intangible assets as of December 31, 2020 and 2019 primarily reflect intangible assets established from itsbusiness acquisitions and are comprised of the following:•PPAs — Established predominantly with the acquisitions of the Alta Wind Portfolio, Walnut Creek, Tapestry, Laredo Ridge and Carlsbad EnergyCenter. These represent the fair value of the PPAs acquired. These are amortized 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 receiveroyalty payments equal to a percentage of PPA revenue from certain projects. These are114 amortized as a reduction to operating revenue on a straight-line basis over the term of the PPAs.•Customer relationships — Established with the acquisition of Energy Center Omaha and Energy Center Phoenix, these intangibles represent thefair value at the acquisition date of the businesses' customer base. The customer relationships related to Energy Center Omaha are amortized as areduction to operating revenue, which approximates the expected discounted future net cash flows by year.•Customer contracts — Established with the acquisition of Energy Center Phoenix, these intangibles represent the fair value at the acquisition dateof contracts that primarily provide chilled water, steam and electricity to its customers. These contracts are amortized to revenues based onexpected volumes.•Emission Allowances — These intangibles primarily consist of SO and NOx emission allowances established with the El Segundo, Walnut Creekand Carlsbad Energy Center acquisitions. These emission allowances are held-for-use and are amortized to cost of operations, with NOxallowances amortized on a straight-line basis and SO allowances amortized based on units of production.•Other — Consists of a) the acquisition date fair value of the contractual rights to a ground lease for South Trent and to utilize certaininterconnection facilities for Blythe, as well as land rights acquired in connection with the acquisition of Elbow 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, 2020PPAsLeaseholdRightsCustomerRelationshipsCustomerContractsEmissionAllowancesOtherTotal(In millions)January 1, 2020$1,630 $86 $66 $15 $17 $8 $1,822 Consolidation of DGPV Holdco Entities23 — — — — — 23 Other8 — — — — 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, 2019PPAsLeaseholdRightsCustomerRelationshipsCustomerContractsEmissionAllowancesOtherTotal(In millions)January 1, 2019$1,280 $86 $66 $15 $9 $8 $1,464 Acquisition of Carlsbad350 — — — 8 — 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 The Company recorded amortization expense of $91 million during the year ended December 31, 2020, $73 million for the year ended December 31,2019 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 theyear ended December 31, 2019 and $70 million for the year ended December 31, 2018, were recorded to contract amortization expense and reducedoperating revenues in the consolidated statements of operations. The Company estimates the future amortization expense for its intangibles for the next fiveyears as follows:22115 (In millions)2021$91 202291 202388 202485 2025$84 116 Note 9 — Asset Impairments2020 Impairment LossesDuring the fourth quarter of 2020 in the preparation and review of its annual budget, the Company updated its long-term estimates of operating andcapital expenditures and revised its assessment of long-term merchant power prices which was primarily informed by present conditions and does notcontemplate future policy changes, which could impact renewable energy power prices. As a result, the Company updated its estimated future cash flowsand determined that the future cash flows for several wind projects within the Renewables segment no longer supported the recoverability of the relatedlong-lived asset. As such, the Company recorded an impairment loss of $24 million, which primarily relates to property, plant, and equipment to reflect theassets at fair market value. The fair value of the facilities were determined using an income approach by applying a discounted cash flow methodology tothe long-term budgets for each respective plant. The income approach included key inputs such as forecasted merchant power prices, operations andmaintenance expense, and discount rates. The resulting fair value is a Level 3 fair value measurement.Additionally, during the fourth quarter of 2020, as the Company updated its estimated cash flows in connection with the preparation and review of theCompany's annual budget, the Company determined that there was a significant decrease in the estimated future cash flows for its equity methodinvestment in San Juan Mesa, a facility in the Renewables segment located in Elida, New Mexico. The decrease in the forecasted cash flows which isprimarily driven by a decline in forecasted revenue in future merchant periods, is significant enough to be considered an indication of a decline in value ofthe investment that is not temporary. The Company concluded there was an other-than-temporary impairment of its investment and recorded an impairmentloss of $8 million to reflect the investment at fair market value. The resulting fair value is a Level 3 fair value measurement.2019 Impairment LossesThe Company recorded an impairment loss of $19 million related to a facility in the Thermal segment during the second quarter of 2019. Theimpairment was triggered by a potential sale negotiation with a third party which resulted in signing the purchase and sale agreement in September, asfurther described in Note 3, Acquisitions and Dispositions. The fair value of the facility was determined using an income approach by applying adiscounted cash flow methodology to the long-term budgets for each respective plant. The income approach utilized estimates of discounted future cashflows, which were Level 3 fair value measurement and include key inputs, such as forecasted power prices, operations and maintenance expense, anddiscount rates. The Company measured the impairment loss as the difference between the carrying amount and the fair value of the assets.Additionally, during the fourth quarter of 2019, as a result of the preparation and review of its annual budget and assessment of long-term merchantpower prices, the Company updated its estimated future cash flows and determined that the future cash flows for several wind projects within theRenewables segment no longer supported the recoverability of the related long-lived asset. As such, the Company recorded an impairment loss of$14 million to reflect the assets at fair market value. The fair value of the facilities was determined using an income approach by applying a discountedcash flow methodology to the long-term budgets for each respective plant. The income approach included key inputs such as forecasted merchant powerprices, operations and maintenance expense, and discount rates. The resulting fair value is a Level 3 fair value measurement.117 Note 10 — Long-term DebtThe Company's borrowings, including short term and long term portions consisted of the following:December 31,2020December 31,2019Interest rate % Letters of CreditOutstanding atDecember 31, 2020(In millions, except rates)2020 Convertible Notes— 45 3.250 2024 Senior Notes— 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, due2023 — — L+1.50$66 Project-level debt:Alpine, due 2022— 119 L+2.00— 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 7.000— 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 4.120— CVSR, due 2037675 696 2.339 - 3.775— CVSR Holdco Notes, due 2037176 182 4.680 13 DG-CS Master Borrower LLC, due 2040467 — 3.510 30 Duquesne, due 205995 95 4.620 — 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 various— 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 — L+2.0011 Oahu Solar Holdings LLC, due 202689 91 L+1.37510 Repowering Partnership Holdco LLC, due 2020— 228 L+0.85— Rosie Class B LLC, due 202780 — L+1.7519 Tapestry, due 2031143 156 L+1.37517 Utah Solar Holdings, due 2036290 — 3.590 11 Utah Solar Portfolio, due 2022— 254 L+1.625— Walnut Creek, due 2023126 175 L+1.7573 WCEP Holdings, LLC, due 202335 39 L+3.00— Other199 264 various50 Subtotal project-level debt5,243 5,175 Total debt7,043 6,858 Less current maturities(384)(1,824)Less net debt issuance costs(79)(78)Add premiums 5 — Total long-term debt$6,585 $4,956 As of December 31, 2020, L+ equals 3 month LIBOR plus x%, except Rosie Class B, due 2027 where L+ equals 1 month LIBOR plus x% Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement 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 describedbelow Premiums relate to the 2028 Senior NotesThe financing arrangements listed above contain certain covenants, including financial covenants that the Company is required to be in compliancewith during the term of the respective arrangement. As of December 31, 2020, the Company was in compliance with all of the required principal, interest,sinking fund and redemption covenants.(a)(b)(e)(c)(d)(a) (b)(c)(d)118 Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit FacilityOn December 20, 2019, the Company entered into the Fifth Amendment to Amended and Restated Credit Agreement to provide for an increase of0.50x to the borrower leverage ratio, as defined in the Amended and Restated Credit Agreement, for the last two fiscal quarters of 2020 and to implementcertain other technical modifications.As of December 31, 2020, the Company had no outstanding borrowings under the revolving credit facility and $66 million in letters of creditoutstanding. 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 $195million outstanding under the revolving credit facility and a total of $70 million in letters of credit outstanding as of February 26, 2021.2028 Senior NotesOn May 21, 2020, the Company completed the issuance of an additional $250 million in aggregate principal amount of its 4.750% Senior Notes due2028. 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 March15 and September 15 of each year, and interest payments will commence on September 15, 2020. The 2028 Senior Notes are unsecured obligations ofClearway Energy Operating, LLC and are guaranteed by Clearway Energy, LLC and by certain of Clearway Energy Operating LLC’s wholly ownedcurrent and future subsidiaries. The notes were issued at a price of 102% of par plus accrued interest from December 11, 2019. The net proceeds wereutilized to repay the $45 million outstanding principal amount of the Company's 2020 Convertible Notes on June 1, 2020, as well as to repay amountsoutstanding under the Company’s revolving credit facility and for general corporate purposes.On December 11, 2019, the Company completed the sale of $600 million aggregate principal amount of the Senior Notes due 2028. The proceedsfrom the 2028 Senior Notes were partially used to repay the 2024 Senior Notes, as further described below.2020 Convertible NotesThe 2020 Convertible Notes matured on June 1, 2020 and the Company repaid the outstanding principal amount of $45 million. The repayment wasfunded by the issuance of the 2028 Senior Notes.2024 Senior Notes RedemptionOn January 3, 2020, the Company redeemed the $88 million aggregate principal amount of the 2024 Senior Notes that remained outstandingfollowing 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 totalconsideration of $90 million and as a result, the Company recorded a loss on debt extinguishment in the amount of $3 million, which also included thewrite off of previously deferred financing fees related to the 2024 Senior Notes.2024 Senior Notes Tender OfferOn December 13, 2019, the Company repurchased an aggregate principal amount of $412 million or 82.4%, of the 2024 Senior Notes as part of thepreviously cash tender offer announced on December 11, 2019. Concurrently with the launch of the tender offer, the Company exercised its right tooptionally redeem any 2024 Senior Notes not validly tendered and purchased in the tender offer, pursuant to the terms of the indenture governing the 2024Senior Notes. The redemption of the Senior Notes due 2024 in December were effectuated at a premium of 103% for a total consideration of $424 millionand as a result, the Company recorded a loss on extinguishment in the amount of $12 million. In addition, the Company recorded a $2 million debtextinguishment loss in connection with the write off of the deferred financing fees related to the 2024 Senior Notes.2019 Convertible NotesThe 2019 Convertible Notes matured on February 1, 2019 and the Company paid off the remaining balance of an aggregate principal amount of $170million. In January 2019, the Company repurchased an aggregate principal amount of $50 million of the 2019 Convertible Notes in open markettransactions. The Company repurchased an aggregate principal amount of $125 million of the 2019 Convertible Notes during 2018.Project level DebtPG&E BankruptcyOn July 1, 2020, PG&E emerged from bankruptcy and assumed the Company's contracts without modification. In addition, PG&E paid to theCompany's applicable projects the portion of the invoices corresponding to the electricity delivered119 between January 1 and January 28, 2019. These invoices related to the pre-petition period services and any payment therefore required the approval of theBankruptcy Court. Subsequent to PG&E's emergence from bankruptcy, the Company entered into waiver agreements with the lenders to the respectivefinancing 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 Companyassumed 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.On December 31, 2020, Rosie Class B, LLC converted the construction loan to a $80 million term loan and repaid the investment tax credit loan of$130 million, utilizing tax equity funding. The term loan bears annual interest at a rate of LIBOR plus an applicable margin, which is 1.75% per annumthrough the third anniversary of the term conversion, and 2.00% per annum thereafter through the maturity date of December 31, 2027. In addition, RosieClass 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 ofcredit were outstanding.Repowering Partnership Holdco LLC, due 2020On June 14, 2019, as part of the Repowering Partnership, the Company entered into a financing agreement for non-recourse debt for a totalcommitment amount of $352 million related to the construction for the repowering activities at Wildorado and Elbow Creek. The debt consisted of aconstruction loan at an interest rate of 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 RepoweringPartnership and pay construction invoices. On November 26, 2019, the construction loan of $93 million related to the repowering activities at ElbowCreek was repaid with the proceeds from the tax equity investor. On February 7, 2020, the construction loan of $260 million related to the repoweringactivities at Wildorado was repaid with the proceeds from the tax equity investor.Consolidation of DGPV Holdco 3Upon consolidation of DGPV Holdco 3, as described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, theCompany 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 upto $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. Theconstruction 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, allconstruction loans were converted to term loans and the ITC bridge loans were repaid in connection with tax equity funding. The term loan was repaid onNovember 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 lettersof 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, asdescribed belowDG-CS Master Borrower LLCOn November 2, 2020, DG-CS Master Borrower LLC, a wholly owned subsidiary of Clearway Energy Operating LLC, entered into a financingarrangement, 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 loanbears interest at 3.51% and mature on September 30, 2040. The proceeds from the loan were utilized to repay existing project-level debt outstanding forChestnut Borrower LLC, Renew Solar CS 4 Borrower LLC, DGPV 4 Borrower LLC and Puma Class B LLC of $107 million, $102 million, $92 millionand $73 million, respectively and unwind related interest rate swaps in the amount of $42 million. The remaining proceeds were utilized to pay related feesand 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 inNote 5, Investments Accounted for by the Equity Method and Variable Interest Entities. Concurrent with the refinancing, the projects were transferred underDG-CS Master Borrower LLC and the obligations under the financing arrangement are supported by the Company's interest in the projects.120 Utah Solar Holdings, LLCOn 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 at3.59% 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 payrelated fees and expenses, with the remaining $9 million distributed to Clearway Energy Operating LLC.NIMH Solar LLCOn September 30, 2020, the Alpine, Blythe and Roadrunner projects were transferred under NIMH Solar LLC, a wholly owned subsidiary ofClearway Energy Operating LLC. Concurrently, total project-level debt outstanding for Alpine, Blythe and Roadrunner of $158 million was assigned toNIMH 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 debtservice and project obligations. The term loan bears annual interest rate of LIBOR, plus an applicable margin, which is 2.00% per annum through the thirdanniversary 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 EnergyOperating LLC of $45 million. The obligations under the financing arrangement are supported by the Company’s interests in the projects.Carlsbad Drop Down Asset DebtOn December 6, 2019, as part of the Carlsbad Drop Down acquisition, as further described in Note 3, Acquisitions and Dispositions, the Companyassumed $803 million of senior secured, non-recourse notes related to Carlsbad Holdco LLC and Carlsbad Energy Holding LLC. The Carlsbad HoldcoLLC 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 facilityagreement 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 securednotes 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 withissuing 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. Theagreement also includes a letter of credit facility with an aggregate principal amount not to exceed $83 million, and a working capital loan facility with anaggregate principal amount not to exceed $4 million.Agua Caliente Borrower 2 Debt Repayment On October 21, 2019, the Company, through Agua Caliente Borrower 2 LLC, repaid $40 million of the outstanding notes balance, including accruedinterest and premiums, issued under the Agua Caliente Holdco Financing Agreement. The repayment was funded with Company's existing liquidity.Duquesne University On May 1, 2019, as part of the Duquesne University district energy system acquisition, ECP Uptown Campus LLC issued non-recourse debt of $95million, excluding financing fees. The debt consists of senior notes at an interest rate of 4.62% that mature on May 1, 2059. Interest on the notes arepayable 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 VariableInterest Entities, the Company assumed non-recourse debt of $143 million related to Oahu Solar Holdings, LLC. The debt consists of a construction loanand an ITC bridge loan with a total commitment amount of $162 million, both at an interest rate of LIBOR plus 1.375%. On November 13, 2019, $90million of non-recourse debt was converted to a term loan with an expected maturity of November 2026, and the remainder of the non-recourse debt wasrepaid with the final contribution from the tax equity investor of $67 million upon the project reaching substantial completion. Interest on the term loan ispayable quarterly in arrears.121 Kawailoa Solar Portfolio LLCDue to the Company consolidating the Kawailoa Partnership, as further described in Note 5, Investments Accounted for by the Equity Method andVariable Interest Entities, the Company assumed non-recourse debt of $120 million related to Kawailoa Solar Portfolio, LLC. The debt consists of aconstruction loan and an ITC bridge loan, with a total commitment amount of $137 million both at an interest rate of LIBOR plus 1.375%. On December23, 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 reaching substantial completion. Intereston the term loan is payable quarterly in arrears.South Trent RefinancingOn June 14, 2019, the Company, through South Trent Wind LLC, refinanced $49 million of non-recourse debt due 2020 at an interest rate of LIBORplus 1.625% by issuing $46 million of new non-recourse financing due 2028 at an interest rate of LIBOR plus 1.350%.Tapestry RefinancingOn April 29, 2019, the Company, through Tapestry Wind LLC, refinanced $147 million of non-recourse debt due 2021 at interest rate of LIBORplus 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 FinancingsMany of the Company's project subsidiaries entered into interest rate swaps, intended to hedge the risks associated with interest rates on non-recourseproject level debt. These swaps amortize in proportion to their respective loans and are floating for a fixed rate where the project subsidiary pays itscounterparty the equivalent of a fixed interest payment on a predetermined notional value and will receive quarterly the equivalent of a floating interestpayment based on the same notional value. All interest rate swap payments by the project subsidiary and its counterparty are made quarterly and theLIBOR 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 ofDecember 31, 2020:% ofPrincipalFixedInterestRateFloating InterestRateNotional Amount atDecember 31, 2020 (Inmillions)Effective DateMaturity DateAvra Valley87 %2.33 %3-Month LIBOR38 November 30, 2012November 30, 2030Alta Wind AssetManagement100 %2.47 %3-Month LIBOR14 May 22, 2013May 15, 2031Borrego100 %0.476 %3-Month LIBOR13 June 30, 2020December 31, 2024Buckthorn Solar82 %Various3-Month LIBOR103 February 28, 2018December 31, 2041Carlsbad100 %Various3-Month LIBOR156 VariousSeptember 30, 2027El Segundo100 %Various3-Month LIBOR250 VariousVariousKansas South75 %2.368 %6-Month LIBOR17 June 28, 2013December 31, 2030Kawailoa Solar94 %Various3-Month LIBOR76 November 30, 2019October 31, 2040Laredo Ridge100 %Various3-Month LIBOR78 December 17, 2014December 31, 2028Marsh Landing100 %Various3-Month LIBOR146 June 28, 2013June 30, 2023NIMH Solar LLC100 %Various3-Month LIBOR191 September 30, 2020VariousOahu Solar96 %Various3-Month LIBOR86 November 30, 2019October 31, 2040Rosie Class B95 %1.446 %3-Month LIBOR76 December 31, 2020July 29, 2044South Trent90 %3.847 %3-Month LIBOR35 June 14, 2019June 30, 2028Tapestry75 %Various3-Month LIBOR107 VariousVariousTapestry50 %3.57 %3-Month LIBOR12 December 21, 2021December 21, 2029Viento Funding II100 %3.03 %6-Month LIBOR33 VariousVariousViento Funding II100 %4.985 %6-Month LIBOR21 July 11, 2023June 30, 2028Walnut Creek Energy90 %3.543 %3-Month LIBOR114 June 28, 2013May 31, 2023WCEP Holdings100 %4.003 %3-Month LIBOR34 June 28, 2013May 31, 2023Total$1,600 122 Annual MaturitiesAnnual payments based on the maturities of the Company's debt, for the years ending after December 31, 2020, are as follows: (In millions)2021$384 2022407 2023431 2024359 2025934 Thereafter4,528 Total$7,043 123 Note 11 — Earnings (Loss) Per ShareBasic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding. Shares issuedduring the year are weighted for the portion of the year that they were outstanding. Diluted earnings per share is computed in a manner consistent with thatof basic earnings per share while giving effect to all potentially dilutive common shares that were outstanding during the period.The reconciliation of the Company's basic and diluted (loss) earnings per share is shown in the following table:Year Ended December 31,202020192018(In millions, except per share data) CommonClass ACommonClass CCommonClass ACommonClass CCommonClass ACommonClass CBasic and diluted earnings (loss) per share attributable toClearway Energy, Inc. common stockholdersNet income (loss) attributable to Clearway Energy, Inc.$7 $18 $(4)$(7)$16 $32 Weighted average number of common shares outstanding — basic35 80 35 74 35 69 Weighted average number of common shares outstanding —diluted35 81 35 74 35 69 Earnings (loss) per weighted average common share — basicand diluted$0.22 $0.22 $(0.10)$(0.10)$0.46 $0.46 Net income (loss) attributable to Clearway Energy, Inc. and basic and diluted earnings (loss) per share might not recalculate due to presenting values in millions rather than whole dollars.The following table summarizes the Company's outstanding equity instruments that are anti-dilutive and were not included in the computation of theCompany's diluted earnings per share: Year Ended December 31, 202020192018 (In millions of shares)2019 Convertible Notes - Common Class A— — 9 2020 Convertible Notes - Common Class C— 2 8 Note 12 — Stockholders' Equity2019 Class C Common Stock IssuanceThe Company sold a total of 5,405,405 shares of Class C common stock for net proceeds of $100 million on December 2, 2019. The Companyutilized the proceeds of the offering to acquire 5,405,405 Class C units of Clearway Energy LLC.2018 Class C Common Stock IssuanceOn September 27, 2018, Clearway Energy, Inc. issued and sold 3,916,449 shares of Class C common stock for net proceeds of $75 million. TheCompany utilized the proceeds of the offering to acquire 3,916,449 Class C units of Clearway Energy LLC.At-the-Market Equity Offering Program, or the ATM ProgramsOn August 6, 2020, Clearway Energy, Inc. entered into an equity distribution agreement with Credit Suisse Securities (USA) LLC, Goldman Sachs &Co. LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as sales agents. Pursuant to the terms of the equity distribution agreement, ClearwayEnergy, Inc. may offer and sell shares of its Class C common stock from time to time through the sales agents up to an aggregate sales price of $150 millionthrough an at-the-market equity offering program, or the 2020 ATM Program.(a)(a) 124 On August 9, 2016, Clearway Energy, Inc. entered into an equity distribution agreement, or EDA, with Barclays Capital Inc., Credit Suisse Securities(USA) LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as sales agents. Pursuant to the terms of the equity distribution agreementClearway Energy, Inc., offered and sold shares of its Class C common stock from time to time through the sales agents up to an aggregate sales price of$150 million through an at-the-market equity offering program, or the 2016 ATM Program. As of June 30, 2020, the Company had completed the issuanceof shares of Class C common stock totaling $150 million in gross proceeds under the 2016 ATM Program.The following table summarizes Class C common stock shares sold under the ATM Programs during the year end December 31, 2020 :Number of sharessoldGross Proceeds from thesale of shares (in millions)2020 ATM Program940,790 $24 2016 ATM Program1,749,665 39 Total Class C common stock sold during the year ended December 31, 20202,690,455 $63 The Company incurred commission fees of $0.6 million during the year ended December 31, 2020.As of December 31, 2020, approximately $126 million of Class C common stock remains available for issuance under the 2020 ATM Program.The Company utilized the proceeds of the sales under the ATM Programs to acquire 2,690,455 Class C units of Clearway Energy LLC and, as aresult, as of December 31, 2020 the Company owned 57.61% of the economic interests of Clearway Energy LLC, with CEG retaining 42.39% of theeconomic interests of Clearway Energy LLC.Dividends to Class A and Class C common stockholdersThe following table lists the dividends paid on the Company's Class A and Class C common stock during the year ended December 31, 2020:Fourth Quarter 2020Third Quarter 2020Second Quarter 2020First Quarter 2020Dividends per Class A share$0.3180 $0.3125 $0.2100 $0.2100 Dividends per Class C share$0.3180 $0.3125 $0.2100 $0.2100 Dividends on the Class A and Class C common stock 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 cash dividends will continue to bepaid in the foreseeable future.On February 12, 2021, the Company declared a quarterly dividend on its Class A and Class C common stock of $0.324 per share payable onMarch 15, 2021, to stockholders of record as of March 1, 2021.The Company also authorized 10,000,000 shares of preferred stock, par value $0.01 per share. None of the shares of preferred stock have been issued.(a)(a) 125 Distributions to CEGThe following table lists the distributions paid to CEG during the year ended December 31, 2020 on Clearway Energy LLC's Class B and D units:Fourth Quarter 2020Third Quarter 2020Second Quarter 2020First Quarter 2020Distributions per Class B unit$0.3180 $0.3125 $0.2100 $0.2100 Distributions per Class D unit$0.3180 $0.3125 $0.2100 $0.2100 The portion of the distributions paid by Clearway Energy LLC to CEG is recorded as a reduction to the Company's noncontrolling interest balance.The portion of the distributions paid by Clearway Energy LLC to the Company was utilized to fund the dividends to the Class A and Class C commonstockholders described above.On February 12, 2021, Clearway Energy LLC declared a quarterly distribution on its Class B and Class D units of $0.324 per unit payable to CEG onMarch 15, 2021.126 Note 13 — Segment ReportingThe Company’s segment structure reflects how management currently operates and allocates resources. The Company's businesses are segregatedbased on conventional power generation, renewable businesses which consist of solar and wind, and the thermal and chilled water business. The Corporatesegment reflects the Company's corporate costs and includes eliminating entries. The Company's chief operating decision maker, its Chief ExecutiveOfficer, evaluates the performance of its segments based on operational measures including adjusted earnings before interest, taxes, depreciation andamortization, or Adjusted EBITDA, and CAFD, as well as Economic 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, 2020, 2019 and 2018:202020192018CustomerConventionalRenewablesConventionalRenewablesConventionalRenewablesSCE18%16%21%19%20%20%PG&E10%8%12%10%12%11%Year ended December 31, 2020(In millions)ConventionalGenerationRenewablesThermalCorporate TotalOperating revenues$437 $569 $193 $— $1,199 Cost of operations90 147 131 (2)366 Depreciation, amortization and accretion132 264 32 — 428 Impairment losses— 24 — — 24 General and administrative— — 3 31 34 Transaction and integration costs— — — 9 9 Development costs— — 5 — 5 Operating income (loss)215 134 22 (38)333 Equity in earnings (losses) of unconsolidated affiliates8 (1)— — 7 Impairment loss on investment— (8)— — (8)Gain on sale of unconsolidated affiliates— — — 49 49 Other income, net1 3 — — 4 Loss on debt extinguishment— (21)— (3)(24)Interest expense, net(84)(216)(19)(96)(415)Income (loss) before income taxes140 (109)3 (88)(54)Income tax benefit— — — 8 8 Net Income (Loss)140 (109)3 (96)(62)Net Income (Loss) Attributable to Clearway Energy, Inc.$140 $3 $3 $(121)$25 Balance SheetEquity investment in affiliates$90 $651 $— $— $741 Capital expenditures 12 44 50 — 106 Total Assets$2,575 $7,157 $627 $233 $10,592 Includes eliminations Includes accruals(a)(b)(a)(b)127 Year ended December 31, 2019(In millions)ConventionalGenerationRenewablesThermalCorporateTotalOperating revenues$346 $485 $201 $— $1,032 Cost of operations60 143 134 — 337 Depreciation, amortization and accretion103 271 27 — 401 Impairment losses— 14 19 — 33 General and administrative— 1 3 25 29 Transaction and integration costs— — — 3 3 Development costs— — 5 — 5 Operating income (loss)183 56 13 (28)224 Equity in earnings of unconsolidated affiliates9 74 — — 83 Other income, net2 6 — 1 9 Loss on debt extinguishment— (1)— (15)(16)Interest expense, net(59)(239)(18)(88)(404)Income (loss) before income taxes135 (104)(5)(130)(104)Income tax benefit— — — (8)(8)Net Income (Loss)135 (104)(5)(122)(96)Net Income (Loss) Attributable to Clearway Energy, Inc.$135 $(33)$(5)$(108)$(11)Balance SheetEquity investments in affiliates$94 $1,089 $— $— $1,183 Capital expenditures 4 185 34 — 223 Total Assets$2,753 $6,186 $633 $128 $9,700 Includes accruals.Year ended December 31, 2018(In millions)ConventionalGenerationRenewablesThermalCorporateTotalOperating revenues$337 $523 $193 $— $1,053 Cost of operations61 139 127 — 327 Depreciation, amortization and accretion102 211 23 — 336 General and administrative— — 1 19 20 Transaction and integration costs— — — 20 20 Development costs— — 2 1 3 Operating income (loss)174 173 40 (40)347 Equity in earnings of unconsolidated affiliates11 63 — — 74 Other income, net1 4 1 2 8 Loss on debt extinguishment— — — (7)(7)Interest expense, net(51)(154)(12)(89)(306)Income (loss) before income taxes135 86 29 (134)116 Income tax expense— — — 62 62 Net Income (Loss)135 86 29 (196)54 Net Income (Loss) Attributable to Clearway Energy, Inc.$135 $186 $29 $(302)$48 (a)(a)128 Note 14 — Income TaxesEffective Tax RateThe income tax provision consisted of the following amounts: Year Ended December 31, 202020192018 (In millions)Deferred U.S. Federal$7 $(4)$28 State1 (4)34 Total — deferred8 (8)62 Total income tax expense (benefit)$8 $(8)$62 A reconciliation of the U.S. federal statutory rate of 21% to the Company's effective rate is as follows: Year Ended December 31, 202020192018 (In millions, except percentages)Income Before Income Taxes$(54)$(104)$116 Tax at 21%(11)(22)24 State taxes, net of federal benefit(4)(7)8 Deferred state rate change due to deconsolidation from NRG— — 20 Impact of non-taxable equity earnings24 24 8 Investment tax credits— (1)(3)Production tax credits, including prior year true-up(1)(1)(1)Valuation allowance adjustment— — 3 Rate Change2 — — Other(2)(1)3 Income tax expense (benefit)$8 $(8)$62 Effective income tax rate(14.8)%7.7 %53.4 % For the year ended December 31, 2020, the overall effective tax rate was different than the statutory rate of 21% primarily due to the taxable earningsand losses allocated to partners’ interest in Clearway Energy LLC, which includes the effects of applying HLBV method of accounting for book purposesof certain partnerships.For the year ended December 31, 2019, the overall effective tax rate was different than the statutory rate of 21% primarily due to the taxableearnings and losses allocated to partners’ interest in Clearway Energy LLC, which includes the effects of applying HLBV method of accounting for bookpurposes of certain partnerships. For the year ended December 31, 2018, the overall effective tax rate was different than the statutory rate of 21% primarily due to higher state income taxrate following the Company’s separation from NRG, as well as taxable earnings and losses allocated to partners’ interest in Clearway Energy LLC, whichincludes the effects of applying HLBV method of accounting for book purposes of certain partnerships. In 2018, the Company completed the accountingfor all of the income tax effects related to the Tax Cuts and Jobs Act, which resulted in no material adjustments in 2018 to the provisional amounts recordedin 2017.For tax purposes, Clearway Energy LLC is treated as a partnership; therefore, the Company and CEG each record their respective share of taxableincome or loss.129 The temporary differences, which gave rise to the Company's deferred tax assets, consisted of the following: As of December 31, 20202019 (In millions)Deferred tax liabilities:Investment in projects$226 $227 Total deferred tax liabilities226 227 Deferred tax assets: Interest expense disallowance carryforward - Investment in Projects11 50 Production tax credits9 9 Investment tax credits5 5 U.S. Federal net operating loss carryforwards260 215 Capital loss carryforwards12 12 State net operating loss carryforwards48 43 Total deferred tax assets345 334 Valuation allowance(15)(15)Total deferred tax assets, net of valuation allowance330 319 Net deferred noncurrent tax asset$104 $92 The primary driver for the increase in the net deferred tax asset from $92 million to $104 million as of December 31, 2020, is the increase in federaland state NOLs, partially offset by utilization of the interest disallowance carryforward. As discussed in Note 2, Summary of Significant Accounting Policies,NRG allocated $22 million to the Company in tax-effected state NOLs, which was recorded as a non-cash adjustments to the consolidated statements ofstockholders’ equity for the year ended December 31, 2019.Tax Receivable and PayableAs of December 31, 2020, the Company has no current or long term tax receivable or payable to be recorded.Deferred Tax Assets and Valuation AllowanceNet deferred tax balance — As of December 31, 2020 and 2019, the Company recorded a net deferred tax asset of $104 million and $92 million,respectively. The Company believes it is more likely than not that the results of future operations will generate sufficient taxable income which includes thefuture reversal of existing taxable temporary differences to realize deferred tax assets. The Company considered the profit before tax generated in recentyears, as well as projections of future earnings and estimates of taxable income in arriving at this conclusion. The Company believes that $15 million, adeferred tax asset, for which there are no existing capital gains or available tax planning strategies to utilize the asset in the future may not be realized,resulting in the recording of a valuation allowance.NOL carryforwards — As of December 31, 2020, the Company had domestic NOLs carryforwards for federal income tax purposes of $260 millionand cumulative state NOLs of $48 million tax-effected.Interest disallowance carryforward — As of December 31, 2020, the Company has a deferred tax asset of $11 million related to disallowed interestexpense under the proposed IRC §163(j) regulation.The disallowed interest deduction has an indefinite carry forward period and any limitations on the utilization of this carryforward have been factoredinto the valuation allowance analysis.Uncertain Tax PositionsThe Company had no identified uncertain tax positions that require evaluation as of December 31, 2020.130 Note 15 — Related Party TransactionsIn addition to the transactions and relationships described elsewhere in the notes to the consolidated financial statements, certain subsidiaries of CEGprovide services to the Company's project entities. Amounts due to CEG subsidiaries are recorded as accounts payable - affiliates and amounts due to theCompany from CEG subsidiaries are recorded as accounts receivable - affiliates in the Company's balance sheet. The disclosures below summarize theCompany's material related party transactions with CEG and its subsidiaries that are included in the Company's operating revenues and operating costs.As discussed in Note 1, Nature of Business, on August 31, 2018, NRG sold 100% of its interest in CEG to GIP, and as a result, CEG and itssubsidiaries are considered related parties during the year ended December 31, 2020 and December 31, 2019, and NRG and its subsidiaries wereconsidered related parties during the first eight months of the year ended December 31, 2018.Related Party Transactions with CEG entitiesO&M Services Agreements by and between the Company and Clearway Renewable Operation & Maintenance LLCVarious wholly-owned subsidiaries of the Company in the Renewables segment are party to administrative services agreements with ClearwayRenewable Operation & Maintenance LLC, or RENOM, a wholly-owned subsidiary of 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 wasa balance of $10 million and $7 million due to RENOM as of December 31, 2020 and 2019, respectively.Administrative Services Agreements by and between the Company and CEGVarious wholly-owned subsidiaries of the Company are parties to administrative services agreements with Clearway Asset Services and ClearwaySolar Asset Management, two wholly-owned subsidiaries of CEG, which provide various administrative services to the Company's subsidiaries. TheCompany incurred expenses under these agreements of $10 million and $7 million for the year ended December 31, 2020 and 2019, respectively. TheCompany 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 AgreementsThe Company is a party to Master Services Agreements with CEG, or MSAs, pursuant to which CEG and certain of its affiliates or third party serviceproviders 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 Company provides certain services to CEG, including accounting, internalaudit, 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 TransactionThe 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 berelated party transactions for all the periods prior to August 31, 2018:O&M Services Agreements by and between the Company and NRG Renew Operation & Maintenance LLCVarious wholly-owned subsidiaries of the Company in the Renewables segment were party to administrative services agreements with NRG RenewOperation & Maintenance LLC, or RENOM, formerly wholly-owned subsidiary of NRG, which provided O&M, services to these subsidiaries. TheCompany 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 NRGAsset Services) and Clearway Solar Asset Management (formerly NRG Solar Asset Management), two wholly-owned subsidiaries of CEG, whichprovided various administrative asset services to the Company's subsidiaries prior to GIP Transaction. The Company reimbursed costs under this agreementof $6 million for the eight months ended August 31, 2018.131 Power Purchase Agreements (PPAs) between the Company and NRG Power MarketingElbow Creek and Dover were parties to PPAs with NRG Power Marketing and generate revenue under the PPAs, which were recorded to operatingrevenues in the Company's consolidated statements of operations. For the eight months ended August 31, 2018, Elbow Creek and Dover, collectively,generated revenues of $8 million.Energy Marketing Services Agreement by and between Thermal entities and NRG Power MarketingEnergy Center Dover LLC, Energy Center Minneapolis, Energy Center Phoenix LLC and Energy Center Paxton LLC, or Thermal entities, wereparties to Energy Marketing Services Agreements with NRG Power Marketing, a wholly-owned subsidiary of NRG. Under the agreements, NRG PowerMarketing procured fuel and fuel transportation for the operation of Thermal entities. For the eight months ended August 31, 2018, the Thermal entitiespurchased $7 million of natural gas 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 andappropriate services to operate and maintain the subsidiaries' plant operations, businesses and thermal facilities. NRG is reimbursed for the providedservices, as well as for all reasonable and related expenses and expenditures, and payments to third parties for services and materials rendered to or onbehalf of the parties to the agreements. NRG is not entitled to any management fee or mark-up under the agreements. The fees incurred under theseagreements were $27 million for the eight months ended August 31, 2018.O&M Services Agreements by and between GenConn and NRGGenConn incurs fees under two O&M agreements with wholly-owned subsidiaries of NRG. For the eight months ended August 31, 2018, theaggregate fees incurred under the agreements were $4 million.Administrative Services Agreement by and between Marsh Landing and NRG West Coast LLCMarsh Landing is a party to an administrative services agreement with NRG West Coast LLC, a wholly owned subsidiary of NRG. The Companyreimbursed costs under this agreement of $11 million for the eight months ended August 31, 2018.Project Administrative Services Agreement by and between ESEC and NRG West Coast LLCDuring 2018, ESEC, NRG West Coast LLC and NRG Power Marketing LLC, or PML, entered into confirmation agreements under the ProjectAdministration Services Agreement between ESEC and NRG West Coast LLC, whereby PML purchased California Carbon Allowances which ESECcould subsequently purchase for the purposes of ESEC’s compliance with the California Cap-and-Trade Program. ESEC reimbursed costs under theseagreements of $11 million for the eight months ended August 31, 2018.Management Services Agreement by and between the Company and NRGPrior to the GIP Transaction, NRG provided the Company with various operational, management, and administrative services, which include humanresources, accounting, tax, legal, information systems, treasury and risk management, as set forth in the Management Services Agreement. The costsincurred under the Management Services Agreement included certain direct expenses incurred by NRG on behalf of the Company in addition to the basemanagement fee. Costs incurred under this agreement were $7 million for the eight months ended August 31, 2018.On August 31, 2018, in connection with the consummation of the GIP Transaction, the Clearway Energy, Inc. entered into a Termination Agreementwith Clearway Energy LLC, Clearway Energy Operating LLC and NRG terminating the Management Services Agreement, dated as of July 22, 2013, byand among the Company, Clearway Energy LLC, Clearway Energy Operating LLC and NRG. Concurrently with entering into the Termination Agreementon August 31, 2018, the Company entered into a Transition Services Agreement with NRG, or the NRG TSA, as further described below.132 Subsequent to the GIP Transaction, the Company entered into the NRG TSA, pursuant to which NRG or certain of its affiliates began providingtransitional services to the Company following the consummation of the GIP Transaction, in 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 ECP and NRGNRG Business Services LLC, a subsidiary of NRG, and Energy Center Pittsburgh LLC, or ECP, a wholly owned subsidiary of the Company, enteredinto an EPC agreement for the construction of a 73 MWt district energy system for ECP to provide 150 pph of steam, 6,750 tons of chilled water and 7.5MW of emergency backup power service to UPMC Mercy. The initial term of the energy services agreement with UPMC Mercy will be for a period oftwenty years from the service commencement date. On June 19, 2018, as discussed in Note 3, Acquisitions and Dispositions, ECP purchased the UPMCThermal Project assets from NRG Business Services LLC for cash consideration of $84 million, subject to working capital adjustments. The Company paidan additional $3 million to NRG upon final completion of the project in January 2019 pursuant to the EPC agreement.133 Note 16 — Commitments and ContingenciesGas and Transportation Commitments The Company has entered into contractual arrangements to procure power, fuel and associated transportation services. For the years ended December 31,2020, 2019 and 2018, the Company purchased $32 million, $38 million, and $39 million, respectively, under such arrangements. As further described inNote 15, Related Party Transactions, these purchases include intercompany transactions through August 31, 2018 between certain Thermal entities andNRG Power Marketing under the Energy Marketing Services Agreements in the amount of $7 million for the eight months ended August 31, 2018. As of December 31, 2020, the Company's commitments under such outstanding agreements are estimated as follows:Period(In millions)2021$9 20223 20232 2024— 2025— Thereafter— Total$14 Contingencies The Company's material legal proceedings are described below. The Company believes that it has valid defenses to these legal proceedings and intendsto defend them vigorously. The Company records reserves for estimated losses from contingencies when information available indicates that a loss isprobable and the amount of the loss, or range of loss, can be reasonably estimated. As applicable, the Company has established an adequate reserve for thematters discussed below. In addition, legal costs are expensed as incurred. Management assesses such matters based on current information and makes ajudgment 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 andpotential 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'sliabilities 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 ordinarycourse of business. In management's opinion, the disposition of these ordinary course matters will not materially adversely affect the Company'sconsolidated financial position, results of operations, or cash flows. 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 LaredoRidge and Elkhorn Ridge wind projects alleging an event of default under each of the PPAs between NPPD and the projects. NPPD alleges that theCompany moved forward with certain transactions without obtaining the consent of NPPD. NPPD threatened to terminate the applicable PPAs by February11, 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. DistrictCourt 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 ElkhornRidge 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 matterapproved a stipulation between the parties to provide for an injunction preventing NPPD from terminating the PPA pending disposition of the litigation. OnFebruary 26, 2019, the Knox County District Court approved a similar stipulation relating to the Elkhorn Ridge project. On April 13, 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 thealleged 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 Courtremains 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 Circuitis scheduled for March 18, 2021. The Company believes the allegations of NPPD are meritless and the Company is vigorously defending its rights underthe PPAs.134 Buckthorn Solar Litigation On October 8, 2019, the City of Georgetown, Texas, or Georgetown, filed a petition in the District Court of Williamson County, Texas namingBuckthorn Westex, LLC, the Company’s subsidiary that owns the Buckthorn Westex solar project, as the defendant, alleging fraud by nondisclosure andbreach of contract in connection with the project and the PPA, and seeking (i) rescission and/or cancellation of the PPA, (ii) declaratory judgment that thealleged breaches constitute an event of default under the PPA entitling Georgetown to terminate, and (iii) recovery of all damages, costs of court, andattorneys’ fees. On November 15, 2019, Buckthorn Westex filed an original answer and counterclaims (i) denying Georgetown’s claims, (ii) allegingGeorgetown has breached its contracts with Buckthorn Westex by failing to pay amounts due, and (iii) seeking relief in the form of (x) declaratoryjudgment that Georgetown’s alleged failure to pay amounts due constitute breaches of and an event of default under the PPA and that Buckthorn did notcommit 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 atlaw or in equity. Buckthorn Westex believes the allegations of Georgetown are meritless, and Buckthorn Westex is vigorously defending its rights under thePPA.Note 17 — LeasesAccounting 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. Leasepayments include fixed payment amounts, as well as variable rate payments based on an index initially measured at lease commencement date. Variablepayments, including payments based on future performance and based on index changes, are recorded as the expense is incurred. The Company determinesthe relevant lease term by evaluating whether renewal and termination options are reasonably certain to be exercised. The Company uses its incrementalborrowing 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 forthese 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, 2019Operating lease cost - Fixed$19 $13 Operating lease cost - Variable9 8 Total lease cost$28 $21 135 Operating lease information as of December 31, 2020 and 2019 was as follows:(In millions, except term and rate)December 31, 2020December 31, 2019ROU Assets - operating leases, net $337 $223 Short-term lease liability - operating leases $8 $7 Long-term lease liability - operating leases 345 227 Total lease liability$353 $234 Weighted average remaining lease term (in years)2525Weighted average discount rate4.3 %4.4 %Cash paid for operating leases$19 $15 Increase in ROU Assets and lease liabilities is primarily due to the acquisition of Drop Down Assets, as further described in Note 3, Acquisitions and Dispositions Short-term lease liability balances are included within the accrued expenses and other current liabilities line item of the consolidated balance sheets as of December 31, 2020 and December 31,2019Maturities 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 AgreementsThe Oahu Solar projects are party to various land lease agreements with a wholly owned subsidiary of CEG. The projects are leasing the land for aperiod of 35 years, with the ability to renew the lease for two additional five year periods. The Company has a lease liability of $20 million and $21 millionas 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 and2019.(a)(b)(a)(a)(b)136 Rosamond Lease AgreementThe Rosamond Central project is party to a land lease agreement with a wholly owned subsidiary of CEG. The project is leasing the land for aperiod of 35 years, with the ability to renew the lease for two additional five year periods. The Company has a lease liability of $12 million as ofDecember 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 arecomprised of both fixed payments and variable payments contingent upon volumes or performance metrics. The terms of the leases are further described inItem 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 specificcircumstances in the lease arrangements, such as under an event of default. All but one of the Company’s leases are operating leases. The remaining leasemet 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 leaseshave 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.Conventional GenerationRenewablesThermalTotalDecember 31, 2020(In millions)Energy revenue$10 $554 $2 $566 Capacity revenue451 — — 451 Operating revenue$461 $554 $2 $1,017 Conventional GenerationRenewablesThermalTotalDecember 31, 2019(In millions)Energy revenue$5 $509 $2 $516 Capacity revenue348 — — 348 Operating revenue$353 $509 $2 $864 137 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, 2019Property, 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 AgreementOn November 1, 2018, the Company, through its indirect subsidiary Energy Center Caguas LLC, entered into an Energy Services Agreement(ESA) for its Viatris (formerly Mylan) facility in Puerto Rico. The ESA was determined to be a sales-type lease, as the present value of the lease paymentsis greater than substantially all of the fair value of the facility. As a result, upon the service commencement date of the contract, the Company recorded alease receivable of approximately $12 million which represents the net present value of the lease investment. The Company is permitted to receiveapproximately $1 million per year in fixed payments under the ESA, which expires in September 2032 based upon a service commencement date inSeptember 2020, with options to extend the term for two additional five year periods upon mutual agreement of the parties. Minimum future rent payments for the remaining periods related to the Thermal segment sales-type lease were as follows as of December 31, 2020:(In millions)2021$1 20221 20231 20241 20251 Thereafter9 Total sales-type lease payments$14 138 Note 18 — Unaudited Quarterly DataBelow is summarized unaudited quarterly financial data for the periods ending December 31, 2020 and 2019. Quarter Ended December 31,September 30,June 30,March 31, 2020(In millions, except per share data)Operating Revenues$280 $332 $329 $258 Operating Income28 123 130 52 Net (Loss) Income(73)42 76 (107)Net (Loss) Income Attributable to Clearway Energy, Inc.$(25)$32 $47 $(29)Weighted average number of Class A common sharesoutstanding — basic and diluted35 35 35 35 Weighted average number of Class C common sharesoutstanding — basic and diluted81 81 80 79 (Loss) Earnings per Weighted Average Common Share Basic andDiluted$(0.20)$0.27 $0.41 $(0.26) Quarter EndedDecember 31,September 30,June 30,March 31, 2019(In millions, except per share data)Operating Revenues$235 $296 $284 $217 Operating Income6 90 87 41 Net (Loss) Income(48)35 (36)(47)Net (Loss) Income Attributable to Clearway Energy, Inc.$(6)$39 $(24)$(20)Weighted average number of Class A common sharesoutstanding — basic35 35 35 35 Weighted average number of Class A common sharesoutstanding — diluted35 35 35 35 Weighted average number of Class C common sharesoutstanding — basic75 73 73 73 Weighted average number of Class C common sharesoutstanding — diluted75 75 73 73 (Loss) Earnings per Weighted Average Common Share Basic andDiluted$(0.06)$0.36 $(0.22)$(0.18)139 Schedule I Clearway Energy, Inc. (Parent)Condensed Financial Information of RegistrantCondensed Statements of OperationsYear ended December 31,(In millions)202020192018Total operating costs and expenses$2 $2 $1 Equity in (losses) earnings of consolidated subsidiaries(52)(101)135 Loss on debt extinguishment— — (7)Interest expense— (1)(11)Total other (expense) income, net(52)(102)117 (Loss) Income Before Income Taxes(54)(104)116 Income tax expense (benefit)8 (8)62 Net (Loss) Income(62)(96)54 Less: Pre-acquisition net income of Drop Down Assets— — 4 Less: Net (loss) income attributable to noncontrolling interests(87)(85)2 Net Income (Loss) Attributable to Clearway Energy, Inc.$25 $(11)$48 See accompanying notes to condensed financial statements.140 Schedule IClearway Energy, Inc. (Parent)Condensed Balance SheetsDecember 31,December 31,20202019ASSETS(In millions)Current AssetsCash and cash equivalents$— $3 Accounts receivable — affiliates3 2 Note receivable - Clearway Energy Operating LLC1 44 Other AssetsInvestment in consolidated subsidiaries2,612 2,173 Deferred income taxes104 92 Total Assets$2,720 $2,314 LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesCurrent portion of long-term debt— 44 Other current liabilities— 1 Other LiabilitiesOther non-current liabilities5 6 Total Liabilities5 51 Stockholders' EquityPreferred stock, $0.01 par value; 10,000,000 shares authorized; none issued— — Class A, Class B, Class C and Class D common stock, $0.01 par value; 3,000,000,000 shares authorized (Class A500,000,000, Class B 500,000,000, Class C 1,000,000,000, Class D 1,000,000,000); 201,635,990 shares issuedand outstanding (Class A 34,599,645, Class B 42,738,750, Class C 81,558,845 Class D 42,738,750) at December31, 2020 and 1,198,819,999 shares issued and outstanding (Class A 34,599,645, Class B 42,738,750, Class C78,742,854, Class D 42,738,750) at December 31, 20191 1 Additional paid-in capital1,922 1,936 Accumulated deficit(84)(72)Accumulated other comprehensive loss(14)(15)Noncontrolling interest890 413 Total Stockholders' Equity2,715 2,263 Total Liabilities and Stockholders' Equity$2,720 $2,314 See accompanying notes to condensed financial statements.141 Schedule IClearway Energy, Inc. (Parent)Condensed Statements of Cash FlowsYears ended December 31,202020192018(In millions)Net Cash (Used in) Provided by Operating Activities$(3)$(5)$3 Cash Flows from Investing ActivitiesInvestments in consolidated affiliates(59)(87)(150)Cash advances for notes receivable - affiliate(3)— — Cash received from notes receivable - affiliate45 215 359 Net Cash Provided by (Used in) Investing Activities(17)128 209 Cash Flows from Financing ActivitiesPayments for long-term debt(45)(220)(367)Proceeds from the issuance of common stock62 100 153 Cash received from Clearway Energy LLC for the payment of dividends121 87 130 Payment of dividends(121)(87)(130)Net Cash (Used in) Provided by Financing Activities17 (120)(214)Net (Decrease) Increase in Cash and Cash Equivalents(3)3 (2)Cash and Cash Equivalents at Beginning of Period3 — 2 Cash and Cash Equivalents at End of Period$— $3 $— See accompanying notes to condensed financial statements.142 Schedule IClearway Energy, Inc. (Parent)Notes to Condensed Financial StatementsNote 1 — Background and Basis of PresentationBackgroundClearway Energy, Inc., together with its consolidated subsidiaries, or the Company, is a publicly-traded energy infrastructure investor in and owner ofmodern, sustainable and long-term contracted assets across North America. On August 31, 2018, NRG Energy, Inc., or NRG, transferred its full ownershipinterest in the Company to Clearway Energy Group LLC, or CEG, the holder of NRG's renewable energy development and operations platform, andsubsequently sold 100% of its interest in CEG to Global Infrastructure Partners III, or GIP, referred to hereinafter as the NRG Transaction. As a result ofthe NRG Transaction, GIP indirectly acquired a 45.2% economic interest in Clearway Energy LLC and a 55% voting interest in the Company. GIP is anindependent fund manager that invests in infrastructure assets in energy and transport sectors. The Company is sponsored by GIP through GIP's portfoliocompany, Clearway Energy Group.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. TheCompany also owns approximately 2,500 net MW of environmentally-sound, highly efficient generation facilities as well as a portfolio of district energysystems. Through this environmentally-sound, diversified and primarily contracted portfolio, the Company endeavors to provide its investors with stableand growing dividend income. Substantially all of the Company's generation assets are under long-term contractual arrangements for the output or capacityfrom these assets.The Company consolidates the results of Clearway Energy LLC through its controlling interest, with CEG's interest shown as noncontrolling interestin the financial statements. The holders of the Company's outstanding shares of Class A and Class C common stock are entitled to dividends as declared.CEG receives its distributions from Clearway Energy LLC through its ownership of Clearway Energy LLC Class B and Class D units.As a result of the Class C common stock issuance under the ATM Programs during the twelve months ended December 31, 2020, the Company owns57.61% of the economic interests of Clearway Energy LLC, with CEG retaining 42.39% of the economic interests of Clearway Energy LLC as ofDecember 31, 2020.Basis of PresentationThe condensed parent-only company financial statements have been prepared in accordance with Rule 12-04 of Regulation S-X, as the restricted netassets of Clearway Energy, Inc.’s subsidiaries exceed 25% of the consolidated net assets of Clearway Energy, Inc. The parent's 100% investment in itssubsidiaries has been recorded using the equity basis of accounting in the accompanying condensed parent-only financial statements. These statementsshould be read in conjunction with the consolidated financial statements and notes thereto of Clearway Energy, Inc.On December 6, 2019, the Company acquired 100% of GIP's membership interests in CBAD Holdings, LLC, which indirectly owns Carlsbad EnergyCenter LLC, a 527 megawatt natural gas fired power project located in Carlsbad, California, or the Carlsbad Drop Down Asset. The assets transferred tothe Company relate to interests under common control by GIP and were recorded at book value in accordance with ASC 805-50, Business Combinations -Related Issues. The difference between the purchase price and book value of the assets was recorded as a distribution to CEG and decreased the balance ofits noncontrolling interest. The acquisition was determined to be an asset acquisition and not a business combination, therefore no recast of the historicalfinancial information was deemed necessary. For further discussion, see Note 3, Acquisitions and Dispositions to the Consolidated Financial Statements.Note 2 — Long-Term DebtFor a discussion of Clearway Energy, Inc.’s financing arrangements, see Note 10, Long-term Debt, to the Company's consolidated financialstatements.Note 3 — Commitments, Contingencies and GuaranteesSee Note 14, Income Taxes, and Note 16, Commitments and Contingencies, to the Company's consolidated financial statements for a detaileddiscussion of Clearway Energy, Inc.’s commitments and contingencies.143 Note 4 — DividendsCash distributions paid to Clearway Energy, Inc. by its subsidiary, Clearway Energy LLC, were $121 million, $87 million, and $130 million for theyears ended December 31, 2020, 2019, and 2018, respectively.144 SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTSFor the Years Ended December 31, 2020, 2019, and 2018Balance atBeginning ofPeriodCharged toCosts andExpensesCharged toOther AccountsBalance atEnd of Period (In millions)Income tax valuation allowance, deducted from deferred taxassets Year Ended December 31, 2020$15 $— $— $15 Year Ended December 31, 201915 — — 15 Year Ended December 31, 201810 5 — 15 145 EXHIBIT INDEXNumberDescriptionMethod of Filing2.1*Purchase and Sale Agreement, dated as of February 6, 2018, by and betweenNRG Gas Development Company, LLC and NRG Yield Operating LLC.Incorporated herein by reference to Exhibit 2.10 to theCompany's Annual Report on Form 10-K, filed onMarch 1, 2018.2.2*Purchase and Sale Agreement, dated as of December 6, 2019, by andbetween Clearway Energy Operating LLC and GIP III Zephyr CarlsbadHoldings, LLC.Incorporated herein by reference to Exhibit 2.1 to theCompany's Current Report on Form 8-K, filed onDecember 9, 2019.2.3Purchase and Sale Agreement, dated as of November 19, 2020, by andbetween NRG Solar Sunrise LLC and Clearway AC Solar Holdings LLC.Incorporated herein by reference to Exhibit 2.1 to theCompany's Current Report on Form 8-K, filed onNovember 20, 2020.3.1Amended and Restated Certificate of Incorporation of Clearway Energy, Inc.Incorporated herein by reference to Exhibit 3.1 to theCompany's Current Report on Form 10-Q filed on May4, 2020.3.2Fourth Amended and Restated Bylaws of Clearway Energy, Inc., datedAugust 31, 2018.Incorporated herein by reference to Exhibit 3.2 to theCompany's Current Report on Form 8-K filed onSeptember 5, 2018.4.1Fourth Amended and Restated Limited Liability Company Agreement ofNRG Yield LLC, dated as of August 31, 2018, by and between NRG Yield,Inc. and Zephyr Renewables LLC.Incorporated herein by reference to Exhibit 10.6 to theCompany's Current Report on Form 8-K filed onSeptember 5, 2018.4.2Indenture, dated February 11, 2014, among NRG Yield, Inc., NRG YieldOperating LLC and NRG Yield LLC, as Guarantors, and Wilmington Trust,National Association, as trustee, re: the Company’s 3.50% ConvertibleSenior Notes due 2019.Incorporated herein by reference to Exhibit 4.1 to theCompany’s Current Report on Form 8-K filed onFebruary 11, 2014.4.3Form of 3.50% Convertible Senior Note due 2019.Incorporated herein by reference to Exhibit 4.2 to theCompany’s Current Report on Form 8-K filed onFebruary 11, 2014.4.4Indenture, dated August 5, 2014, among NRG Yield Operating LLC, theguarantors named therein and Law Debenture Trust Company of New York,as trustee.Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed on August5, 2014.4.5Form of 5.375% Senior Note due 2024.Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed on August5, 2014.4.6Registration Rights Agreement, dated August 5, 2014, among NRG YieldOperating LLC, the guarantors named therein and Merrill Lynch, Pierce,Fenner & Smith Incorporated, as representative of the initial purchasers.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed on August5, 2014.4.7Supplemental Indenture, dated as of November 7, 2014, among NRG YieldOperating LLC, the guarantors named therein and Law Debenture TrustCompany of New York.Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed onNovember 13, 2014.4.8Supplemental Indenture, dated as of February 25, 2015, among NRG YieldOperating LLC, the guarantors named therein and Law Debenture TrustCompany of New York.Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed onFebruary 27, 2015.4.9Third Supplemental Indenture, dated as of April 10, 2015, among NRGYield Operating LLC, NRG Yield LLC, the other guarantors named thereinand Law Debenture Trust Company of New York.Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed on April16, 2015.4.10Fourth Supplemental Indenture, dated as of May 8, 2015, among NRG YieldOperating LLC, the guarantors named therein and Law Debenture TrustCompany of New York.Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed on May 8,2015.4.11Indenture, dated June 29, 2015, among NRG Yield, Inc., NRG YieldOperating LLC and NRG Yield LLC, as Guarantors, and Wilmington Trust,National Association, as Trustee.Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed on June29, 2015.4.12Form of 3.25% Convertible Senior Note due 2020.Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed on June29, 2015.4.13Specimen Class A Common Stock Certificate.Incorporated herein by reference to Exhibit 4.13 to theCompany's Annual Report on Form 10-K filed onFebruary 28, 2019.146 4.14Specimen Class C Common Stock Certificate.Incorporated herein by reference to Exhibit 4.14 to theCompany's Annual Report on Form 10-K filed onFebruary 28, 2019.4.15Indenture, dated August 18, 2016, among NRG Yield Operating LLC, theguarantors named therein and Law Debenture Trust Company of New York.Incorporated herein by reference to Exhibit 4.1 to theRegistrant's Current Report on Form 8-K, filed onAugust 18, 2016.4.16Form of 5.000% Senior Note due 2026.Incorporated herein by reference to Exhibit 4.2 to theRegistrant's Current Report on Form 8-K, filed onAugust 18, 2016.4.17Registration Rights Agreement, dated August 18, 2016, among NRG YieldOperating LLC, the guarantors named therein and J.P. Morgan SecuritiesLLC, as representative of the initial purchasers.Incorporated herein by reference to Exhibit 4.3 to theRegistrant's Current Report on Form 8-K, filed onAugust 18, 2016.4.18Fifth Supplemental Indenture, dated as of January 29, 2018, among NRGYield Operating LLC, the guarantors named therein and Delaware TrustCompany (as successor in interest to Law Debenture Trust Company of NewYork).Incorporated herein by reference to Exhibit 4.1 toClearway Energy LLC's Current Report on Form 8-K,filed on January 31, 2018.4.19Supplemental Indenture, dated as of January 29, 2018, among NRG YieldOperating LLC, the guarantors named therein and the Delaware TrustCompany (as successor in interest to Law Debenture Trust Company of NewYork).Incorporated herein by reference to Exhibit 4.2 toClearway Energy LLC's Current Report on Form 8-K,filed on January 31, 2018.4.20Sixth Supplemental Indenture, dated as of June 12, 2018, among NRG YieldOperating 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 theCompany's Current Report on Form 8-K filed on June12, 2018.4.21Second Supplemental Indenture, dated as of June 12, 2018, among NRGYield Operating LLC, the guarantors named therein and Delaware TrustCompany (as successor in interest to Law Debenture Trust Company of NewYork).Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed on June12, 2018.4.22Seventh Supplemental Indenture, dated as of July 17, 2018, among NRGYield Operating LLC, the guarantors named therein and Delaware TrustCompany (as successor in interest to Law Debenture Trust Company of NewYork).Incorporated herein by reference to Exhibit 4.3 to theCompany's Quarterly Report on Form 10-Q filed onAugust 2, 2018.4.23Third Supplemental Indenture, dated as of July 17, 2018, among NRG YieldOperating 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 theCompany's Quarterly Report on Form 10-Q filed onAugust 2, 2018.4.24Eighth Supplemental Indenture, dated as of August 30, 2018, among NRGYield Operating LLC, the guarantors named therein and Delaware TrustCompany (as successor in interest to Law Debenture Trust Company of NewYork).Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed onSeptember 6, 2018.4.25Fourth Supplemental Indenture, dated as of August 30, 2018, among NRGYield Operating LLC, the guarantors named therein and Delaware TrustCompany (as successor in interest to Law Debenture Trust Company of NewYork).Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed onSeptember 6, 2018.4.26Indenture, 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 theCompany's Current Report on Form 8-K filed on October2, 2018.4.27Form of 5.750% Senior Notes due 2025.Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed on October2, 2018.4.28Registration Rights Agreement, dated October 1, 2018, among ClearwayEnergy Operating LLC, the guarantors named therein and RBC CapitalMarkets, LLC, as representative of the initial purchasers.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed on October2, 2018.4.29Ninth Supplemental Indenture, dated as of October 25, 2018, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed on October31, 2018.4.30Fifth Supplemental Indenture, dated as of October 25, 2018, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed on October31, 2018.4.31First Supplemental Indenture, dated as of October 25, 2018, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed on October31, 2018.147 4.32Tenth Supplemental Indenture, dated as of December 7, 2018, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed onDecember 12, 2018.4.33Sixth Supplemental Indenture, dated as of December 7, 2018, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed onDecember 12, 2018.4.34Second Supplemental Indenture, dated as of December 7, 2018, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed onDecember 12, 2018.4.35Eleventh Supplement Indenture, dated as of September 6, 2019, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed onSeptember 12, 2019.4.36Seventh Supplemental Indenture, dated as of September 6, 2019, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed onSeptember 12, 2019.4.37Third Supplemental Indenture, dated as of September 6, 2019, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed onSeptember 12, 2019.4.38Twelfth Supplemental Indenture, dated as of November 21, 2019, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed onNovember 22, 2019.4.39Eighth Supplemental Indenture, dated as of November 21, 2019, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed onNovember 22, 2019.4.40Fourth Supplemental Indenture, dated as of November 21, 2019, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed onNovember 22, 2019.4.41Indenture, dated December 11, 2019, among Clearway Energy OperatingLLC, the guarantors named therein and Delaware Trust Company, as trustee.Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed onDecember 12, 2019.4.42Form of 4.750% Senior Notes due 2028.Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed onDecember 12, 2019.4.43Description of Securities.Filed herewith.4.44Ninth Supplemental Indenture, dated as of January 6, 2020, among ClearwayEnergy Operating LLC, the guarantors named therein and Delaware TrustCompany (as successor in interest to Law Debenture Trust Company of NewYork).Incorporated herein by reference to Exhibit 4.1 to theCompany’s Current Report on Form 8-K filed on January8, 2020.4.45Fifth Supplemental Indenture, dated as of January 6, 2020, among ClearwayEnergy Operating LLC, the guarantors named therein and Delaware TrustCompany.Incorporated herein by reference to Exhibit 4.2 to theCompany’s Current Report on Form 8-K filed on January8, 2020.4.46First Supplemental Indenture, dated as of January 6, 2020, among ClearwayEnergy Operating LLC, the guarantors named therein and Delaware TrustCompany.Incorporated herein by reference to Exhibit 4.3 to theCompany’s Current Report on Form 8-K filed on January8, 2020.148 4.47Tenth Supplemental Indenture, dated as of February 26, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.1 to theCompany’s Current Report on Form 8-K filed on March3, 2020.4.48Sixth Supplemental Indenture, dated as of February 26, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.2 to theCompany’s Current Report on Form 8-K filed on March3, 2020.4.49Second Supplemental Indenture, dated as of February 26, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.3 to theCompany’s Current Report on Form 8-K filed on March3, 2020.4.50Eleventh Supplemental Indenture, dated as of July 17, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed on July 21,2020.4.51Seventh Supplemental Indenture, dated as of July 17, 2020, among ClearwayEnergy Operating LLC, the guarantors named therein and Delaware TrustCompany.Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed on July 21,2020.4.52Third Supplemental Indenture, dated as of July 17, 2020, among ClearwayEnergy Operating LLC, the guarantors named therein and Delaware TrustCompany.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed on July 21,2020.4.53Twelfth Supplemental Indenture, dated as of August 17, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed on August20, 2020.4.54Eighth Supplemental Indenture, dated as of August 17, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed on August20, 2020.4.55Fourth Supplemental Indenture, dated as of August 17, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed on August20, 2020.4.56Thirteenth Supplemental Indenture, dated as of November 18, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed onNovember 19, 2020.4.57Ninth Supplemental Indenture, dated as of November 18, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed onNovember 19, 2020.4.58Fifth Supplemental Indenture, dated as of November 18, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed onNovember 19, 2020.4.59Fourteenth Supplemental Indenture, dated as of December 1, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed onDecember 4, 2020.4.60Tenth Supplemental Indenture, dated as of December 1, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed onDecember 4, 2020.149 4.61Sixth Supplemental Indenture, dated as of December 1, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed onDecember 4, 2020.4.62Fifteenth Supplemental Indenture, dated as of December 23, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed onDecember 29, 2020.4.63Eleventh Supplemental Indenture, dated as of December 23, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed onDecember 29, 2020.4.64Seventh Supplemental Indenture, dated as of December 23, 2020, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed onDecember 29, 2020.4.65Sixteenth Supplemental Indenture, dated as of February 3, 2021, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company (as successor in interest to Law Debenture TrustCompany of New York).Incorporated herein by reference to Exhibit 4.1 to theCompany's Current Report on Form 8-K filed onFebruary 5, 2021.4.66Twelfth Supplemental Indenture, dated as of February 3, 2021, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.2 to theCompany's Current Report on Form 8-K filed onFebruary 5, 2021.4.67Eighth Supplemental Indenture, dated as of February 3, 2021, amongClearway Energy Operating LLC, the guarantors named therein andDelaware Trust Company.Incorporated herein by reference to Exhibit 4.3 to theCompany's Current Report on Form 8-K filed onFebruary 5, 2021.10.1Master Services Agreement, dated as of August 31, 2018, by and amongNRG Yield, Inc., NRG Yield LLC, NRG Yield Operating LLC and ZephyrRenewables LLC.Incorporated herein by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K filed onSeptember 5, 2018.10.2Master Services Agreement, dated as of August 31, 2018, by and amongZephyr Renewables LLC, NRG Yield, Inc., NRG Yield LLC, and NRGYield Operating LLC.Incorporated herein by reference to Exhibit 10.2 to theCompany's Current Report on Form 8-K filed onSeptember 5, 2018.10.3.1Right of First Offer Agreement, dated as of August 31, 2018, by and amongNRG Yield, Inc., Zephyr Renewables LLC and solely for purposes ofSection 2.4, GIP III Zephyr Acquisition Partners, L.P.Incorporated herein by reference to Exhibit 10.3 to theCompany's Current Report on Form 8-K filed onSeptember 5, 2018.10.3.2First Amendment to Right of First Offer Agreement, dated February 14,2019, by and between Clearway Energy Group LLC and Clearway Energy,Inc.Incorporated herein by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K filed onFebruary 14, 2019.10.3.3Second Amendment to Right of First Offer Agreement, dated August 1,2019, by and between Clearway Energy Group LLC and Clearway Energy,Inc.Incorporated herein by reference to Exhibit 10.1 to theCompany's Quarterly Report on Form 10-Q filed onAugust 6, 2019.10.3.4Third Amendment to Right of First Offer Agreement, dated as of December6, 2019, by and between Clearway Energy Group LLC, Clearway Energy,Inc. and GIP III Zephyr Acquisition Partners, L.P.Incorporated herein by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K filed onDecember 9, 2019.10.3.5Fourth Amendment to Right of First Offer Agreement, dated as ofNovember 2, 2020, by and between Clearway Energy Group LLC andClearway Energy, Inc.Incorporated herein by reference to Exhibit 10.1 to theCompany's Quarterly Report on Form 10-Q filed onNovember 5, 2020.10.4Zephyr Voting and Governance Agreement, dated as of August 31, 2018, byand between NRG Yield, Inc. and Zephyr Renewables LLC.Incorporated herein by reference to Exhibit 10.4 to theCompany's Current Report on Form 8-K filed onSeptember 5, 2018.10.5Third Amended and Restated Right of First Offer Agreement, dated as ofAugust 31, 2018, by and between NRG Yield, Inc. and NRG Energy, Inc.Incorporated herein by reference to Exhibit 10.5 to theCompany's Current Report on Form 8-K filed onSeptember 5, 2018.10.6Transition Services Agreement, dated August 31, 2018, by and betweenNRG Yield, Inc. and NRG Energy, Inc.Incorporated herein by reference to Exhibit 10.7 to theCompany's Current Report on Form 8-K filed onSeptember 5, 2018.150 10.7Termination Agreement, dated as of August 31, 2018, by and among NRGYield, Inc., NRG Yield LLC, NRG Yield Operating LLC and NRG Energy,Inc.Incorporated herein by reference to Exhibit 10.9 to theCompany's Current Report on Form 8-K filed onSeptember 5, 2018.10.9†Clearway Energy, Inc. Amended and Restated 2013 Equity Incentive Plan.Incorporated herein by reference to Exhibit 10.9 to theCompany's Annual Report on Form 10-K filed onFebruary 28, 2019.10.10Form of Indemnification Agreement.Incorporated herein by reference to Exhibit 10.10 to theCompany's Annual Report on Form 10-K filed onFebruary 28, 2019.10.11.1Amended and Restated Credit Agreement, dated April 25, 2014, by andamong NRG Yield Operating LLC, NRG Yield LLC, Royal Bank ofCanada, as Administrative Agent, the lenders party thereto, Royal Bank ofCanada, Goldman Sachs Bank USA and Bank of America, N.A., as L/CIssuers and RBC Capital Markets as Sole Left Lead Arranger and Sole LeftLead Book Runner.Incorporated herein by reference to Exhibit 10.1 to theCompany’s Current Report on Form 8-K filed on April28, 2014.10.11.2First Amendment to Amended & Restated Credit Agreement, dated June 26,2015, by and among NRG Yield Operating LLC, NRG Yield LLC, RoyalBank of Canada and the Lenders party thereto.Incorporated herein by reference to Exhibit 10.9 to theCompany's Quarterly Report on Form 10-Q filed onAugust 4, 2015.10.11.3Second Amendment to Amended & Restated Credit Agreement, datedFebruary 6, 2018, by and among NRG Yield Operating LLC, NRG YieldLLC, the guarantors party thereto, Royal Bank of Canada, as AdministrativeAgent, and the lenders party thereto.Incorporated herein by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K filed onFebruary 12, 2018.10.11.4Third Amendment to Amended and Restated Credit Agreement andAdministrative Agent Resignation and Appointment Agreement, dated as ofApril 30, 2018, by and among NRG Yield Operating LLC, NRG Yield LLC,the guarantors party thereto, Royal Bank of Canada, as ResigningAdministrative Agent, JPMorgan Chase Bank, N.A., as SuccessorAdministrative Agent, and the lenders party thereto.Incorporated herein by reference to Exhibit 10.1 to theCompany's Quarterly Report on Form 10-Q filed on May3, 2018.10.11.5Fourth Amendment to Amended and Restated Credit Agreement, dated as ofNovember 30, 2018, by and among Clearway Energy Operating LLC,Clearway Energy LLC, the guarantors party thereto, JPMorgan Chase Bank,N.A., as administrative agent, and the lenders party thereto.Incorporated herein by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K filed onDecember 6, 2018.10.11.6Fifth Amendment to Amended and Restated Credit Agreement, dated as ofDecember 20, 2019, by and among Clearway Energy Operating LLC,Clearway Energy LLC, the guarantors party thereto, JPMorgan Chase Bank,N.A., as administrative agent, and the lenders party thereto.Incorporated herein by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K filed onDecember 23, 2019.10.12†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 theCompany's Current Report on Form 8-K/A, filed onAugust 9, 2016.10.13†Amendment, dated January 1, 2018 to Employment Agreement betweenNRG Yield, Inc. and Christopher Sotos.Incorporated herein by reference to Exhibit 10.28 to theCompany's Annual Report on Form 10-K filed on March1, 2018.10.14†Form of Clearway Energy, Inc. 2013 Equity Incentive Plan Restricted StockUnit Agreement for Officers.Incorporated herein by reference to Exhibit 10.22 to theCompany's Annual Report on Form 10-K filed onFebruary 28, 2019.10.15†Form of Clearway Energy, Inc. 2013 Equity Incentive Plan Restricted StockUnit Agreement for Non-officers.Incorporated herein by reference to Exhibit 10.23 to theCompany's Annual Report on Form 10-K filed onFebruary 28, 2019.10.16†Form of Clearway Energy, Inc. 2013 Equity Incentive Plan RelativePerformance Stock Unit Agreement.Incorporated herein by reference to Exhibit 10.24 to theCompany's Annual Report on Form 10-K filed onFebruary 28, 2019.10.17†Clearway Energy, Inc. Annual Incentive Plan.Incorporated herein by reference to Exhibit 10.25 to theCompany's Annual Report on Form 10-K filed onFebruary 28, 2019.10.18†Clearway Energy, Inc. Involuntary Severance Plan.Incorporated herein by reference to Exhibit 10.26 to theCompany's Annual Report on Form 10-K filed on March2, 2020.151 10.19†Clearway Energy, Inc. Executive Change-in-Control and General SeverancePlan.Filed herewith.10.20†Clearway Energy, Inc. Key Management Change-in-Control and GeneralSeverance Plan.Filed herewith.10.21^Consent and Indemnity Agreement, dated as of February 6, 2018, by andamong NRG Energy, Inc., NRG Repowering Holdings LLC, NRG Yield,Inc., and GIP III Zephyr Acquisition Partners, L.P., and NRG YieldOperating LLC (solely with respect to Sections E.5, E.6 and G.12).Incorporated by reference to Exhibit 10.34 to theCompany's Annual Report on Form 10-K, filed onMarch 1, 2018.10.22Assignment and Assumption Agreement, effective as of February 26, 2019,among Clearway Energy Operating LLC and GIP III Zephyr CarlsbadHoldings, LLC.Incorporated herein by reference to Exhibit 10.30 to theCompany's Annual Report on Form 10-K filed onFebruary 28, 2019.10.23Amended and Restated Exchange Agreement, dated as of May 14, 2015, byand among NRG Energy, Inc., NRG Yield, Inc., and NRG Yield LLC and,pursuant to a joinder thereto, dated as of August 31, 2018, ZephyrRenewables LLC.Incorporated herein by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K filed on May15, 2015.10.24Amended and Restated Registration Rights Agreement, dated as of May 14,2015, by and between NRG Energy, Inc. and NRG Yield, Inc. and, pursuantto a joinder thereto, dated as of August 31, 2018, Zephyr Renewables LLC.Incorporated herein by reference to Exhibit 10.2 to theCompany's Current Report on Form 8-K filed on May15, 2015.10.25*^Purchase and Sale Agreement, dated as of April 17, 2020, by and betweenClearway Energy Operating LLC and Clearway Renew LLC.Incorporated herein by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K filed on April20, 2020.10.26*^Membership Interest Purchase Agreement, dated as of April 17, 2020, byand between Clearway Energy Operating LLC and SP Wind Holdings, LLC.Incorporated herein by reference to Exhibit 10.2 to theCompany's Current Report on Form 8-K filed on April20, 2020.10.27*^Membership Interest Purchase Agreement, dated as of April 17, 2020, byand between CWSP Wildorado Elbow Holding LLC and Wind TE HoldcoLLC.Incorporated herein by reference to Exhibit 10.3 to theCompany's Current Report on Form 8-K filed on April20, 2020.10.28†*Membership Interest Purchase Agreement, dated as of December 21, 2020,by and between Renew Development HoldCo LLC and Rosamond SolarInvestment LLC.Incorporated herein by reference to Exhibit 10.1 to theCompany's Current Report on Form 8-K filed onDecember 22, 2020.10.29†*Membership Interest Purchase Agreement, dated as of December 21, 2020,by and between Clearway Renew LLC and Lighthouse Renewable Class ALLC.Incorporated herein by reference to Exhibit 10.2 to theCompany's Current Report on Form 8-K filed onDecember 22, 2020.10.30†*Membership Interest Purchase Agreement, dated as of December 21, 2020,by and between Clearway Renew LLC and Lighthouse Renewable Class ALLC.Incorporated herein by reference to Exhibit 10.3 to theCompany's Current Report on Form 8-K filed onDecember 22, 2020.10.31*^Second Amended and Restated Limited Liability Company Agreement ofPinnacle Repowering Partnership LLC, dated as of February 26, 2021.Filed herewith.21.1Subsidiaries of Clearway Energy, Inc.Filed herewith.23.1Consent of KPMG LLP.Filed herewith.24.1Power of AttorneyIncluded on the signature page of this Annual Report onForm 10-K.31.1Rule 13a-14(a)/15d-14(a) certification of Christopher S. Sotos.Filed herewith.31.2Rule 13a-14(a)/15d-14(a) certification of Chad Plotkin.Filed herewith.31.3Rule 13a-14(a)/15d-14(a) certification of Sarah Rubenstein.Filed herewith.32Section 1350 Certification.Furnished 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.152 101 PREInline XBRL Taxonomy Extension Presentation Linkbase.Filed herewith.104Cover Page Interactive Data File (the cover page interactive date file doesnot appear in Exhibit 104 because its Inline XBRL tags are embedded withinthe 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 ExchangeCommission upon request by the Commission.^Information in this exhibit identified by the mark “[***]” is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i)is not material and (ii) would likely cause competitive harm to the Registrant if disclosed.153 Item 16 — Form 10-K SummaryNone.154 SIGNATURESPursuant 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 itsbehalf by the undersigned thereunto duly authorized. CLEARWAY ENERGY, INC.(Registrant) /s/ CHRISTOPHER S. SOTOS Christopher S. Sotos Chief Executive Officer(Principal Executive Officer) Date: March 1, 2021 155 POWER OF ATTORNEYEach person whose signature appears below constitutes and appoints Christopher S. Sotos, Kevin P. Malcarney and Michael A. Brown, each or anyof 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'sname, 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 ofthem, 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 allintents 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 orsubstitutes, may lawfully do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ CHRISTOPHER S. SOTOSPresident, Chief Executive Officer and DirectorMarch 1, 2021Christopher S. Sotos(Principal Executive Officer)/s/ CHAD PLOTKIN Chief Financial OfficerMarch 1, 2021Chad Plotkin(Principal Financial Officer)/s/ SARAH RUBENSTEINVice President, Accounting & ControllerMarch 1, 2021Sarah Rubenstein(Principal Accounting Officer)/s/ JONATHAN BRAMChairman of the BoardMarch 1, 2021Jonathan Bram/s/ NATHANIEL ANSCHUETZDirectorMarch 1, 2021Nathaniel Anschuetz/s/ BRIAN FORD DirectorMarch 1, 2021Brian Ford/s/ BRUCE MACLENNANDirectorMarch 1, 2021Bruce MacLennan/s/ FERRELL MCCLEANDirectorMarch 1, 2021Ferrell McClean/s/ DANIEL B. MOREDirectorMarch 1, 2021Daniel B. More/s/ E. STANLEY O'NEALDirectorMarch 1, 2021E. Stanley O'Neal/s/ SCOTT STANLEYDirectorMarch 1, 2021Scott Stanley156Clearway Energy, Inc.300 Carnegie CenterSuite 300Princeton, NJ08540-6213clearwayenergy.com

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