January 27, 2017

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jennifer Thompson, Accounting Branch Chief, Office of Consumer Products

Mail Stop 3561

Dear Ms. Thompson:

Pattern Energy Group Inc. (“Pattern Energy,” the “Company,” “we,” “our,” or “us”) is in receipt of a follow-up comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to us dated January 12, 2017. With respect to the Staff’s comments, please find our responses below. For ease of reference, the Staff’s comments have been reprinted below immediately prior to our response.

Form 10-K for the Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Adjusted EBITDA, page 67

We acknowledge your request and in future filings we will include a discussion of the limitations associated with the use of this non-GAAP measure as compared to the use of the most directly comparable GAAP measure similar to the following:

Notes to Consolidated Financial Statements

Revenue Recognition, page F-17

In analyzing PSAs under ASC 840-10-15-6(c), the Company has identified two sub-criteria: (1) the output criterion and (2) the price criterion. In order to meet ASC 840-10-15-6(c) in its entirety, both of these sub-criteria must be met. In general, for the output criterion to be met, we believe that a party other than the PSA counterparty must take more than a minor amount of the output generated by the wind farm.

In evaluating whether the price criterion is met, questions often arise regarding the meaning of “contractually fixed per unit of output.” Our policy is "fixed equals fixed" which is as described above that fixed means there is no variability in pricing throughout the term of the arrangement.

The specific criteria met under ASC 840-10-15-6(c) that qualify each of the PSAs, noted in your comment above, as leases are detailed below:

We respectfully acknowledge that our description of the PSA and associated pricing disclosed on pages 52-54 of our Form 10-K may lead a reader to believe that the IESO (Independent Electricity System Operator) is the sole purchaser of the output from these facilities; however, we do not consider the IESO a sole purchaser of the output but rather an intermediary acting as a settlement agent. The IESO oversees the wholesale electricity market, where the price of energy is determined. It also administers the rules that govern the market and, through an arm's-length market monitoring function, ensures that it is operated fairly and efficiently. The energy we produce at the South Kent, Grand and K2 windfarms is sold into the electrical grid, overseen by the IESO, at market rates. Our PSA with the IESO provides for guaranteed pricing backed by IESO to the extent market prices fall below the guaranteed pricing.

In future filings, to the extent disclosed, the attached financial statements of our unconsolidated investments as well as our disclosure will provide further clarity as to the nature of these contracts.

We acknowledge your comment and in future filings we will disclose income received from contingent rentals in accordance with ASC 840-20-50-4 for all periods presented.

Form 10-Q for the Quarterly Period Ended September 30, 2016

Note 6. Unconsolidated Investments, page 17

Under the partnership agreements in effect for both South Kent and Grand, we cannot be compelled by our partners to make capital contributions to the partnership and we do not have any binding financial commitments to South Kent and Grand. In addition, the lenders to South Kent and Grand projects have made loans to the project partnerships that are expressly non-recourse to the owners of the special purpose entities that hold general and limited partnership interests in the partnerships. Accordingly, we have concluded that we have not made implicit or quasi-legal general commitments to our partners to provide additional funding support to South Kent and Grand.

While the factors that staff has cited might represent an incentive to provide advances if the investees required support, we would evaluate other factors as well, including the dollar amount of support required, the discounted value as of the date of the contemplated provision of support of the projected future cash flows to be distributed by the investee to us, the willingness of our partner or partners to also provide support, and the impact to us and our reputation of having a project go into default under its non-recourse financing.

Although we do not have implicit or quasi-legal general commitments to our partners, we have in the past provided additional support to South Kent and Grand following the close of financing for the projects. While we have on limited occasions done so, our willingness to provide such support is highly dependent on  the specific facts and circumstances. Currently, we do not anticipate providing any financial support to South Kent or Grand.

In general, distributions result from excess cash flows from the project entities representing revenues received from the sale of electricity, as reduced by operating expenses, interest and principal payments on project level debt provided that specified distribution requirements are met under the project loan agreement. Project financing arrangements typically limit the periodicity of such distributions from the special purpose project entity to the same frequency as the scheduled principal and interest payments made by such project entity, which is usually on a quarterly basis although some financing arrangements instead call for monthly or semiannual payments. The principal risk of receipt of distributions would be significant under performance of the windfarm which could result in distributions not being made for some period of time. Overall, however, we expect that we will receive distributions throughout the term of the PSA.

The Company respectfully advises the Staff that our reference to "foreseeable future " was made in the context of being "assured" of an "imminent return to profitability" as referenced in ASC 323-10-35-21. We take imminent to mean a relatively short period of time (not to exceed one year). The Company's unconsolidated investments represent wind farms which were developed and now operate with long-term revenue and operating expense contracts. During the period of development, all costs of construction were capitalized and no significant start-up or other non-recurring costs were attributable to the wind farms. Since commencement of operations of the wind farms, there have not been any nonrecurring costs attributable to the wind farms. The primary driver for the losses, which have been experienced over several quarters, relate to the wind farms' high-notional, long-dated interest rate derivatives that are subject to unpredictable valuation changes due to changes in market expectations about future interest rates. Use of interest rate derivatives is core to our windfarm financing model, and therefore, we do not consider the related losses to be a nonrecurring loss of an isolated nature that reduced our investment below zero. While the Company anticipates these projects to be profitable in the long term, there is not a typical point where we would expect to flip from losses to profits, primarily due to the unpredictable nature of the interest rate derivative valuation impacts described above. Further, because of the high notional value of the interest rate derivatives and the unpredictability of changes in expectations about future interest rates, the impact of fluctuations in the fair value of the wind farms' interest rate derivatives can be significant. Accordingly, as of September 30, 2016 we were not assured of imminent return to profitability.

In connection with this response, we acknowledge that:

Please call Mike Lyon, Chief Financial Officer, at (415) 283-4063 if you or other members of the Staff have questions regarding Pattern Energy's response.