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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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46-4780940
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(State or other jurisdiction of incorporation or organization)
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(I. R. S. Employer Identification No.)
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7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland
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20814
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, Class A, par value $0.01
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NASDAQ Global Select Market
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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risks related to our relationship with SunEdison;
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•
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risks related to the SunEdison Bankruptcy, including our transition away from reliance on SunEdison for management, corporate and accounting services, employees, critical systems and information technology infrastructure, and the operation, maintenance and asset management of our renewable energy facilities;
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•
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risks related to events of default and potential events of default arising under (i) our revolving credit facility (the “Revolver”), (ii) the indentures governing our Senior Notes due 2023 and 2025 (the "Indentures"), and/or (iii)
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•
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risks related to failure to satisfy the requirements of the Nasdaq, which could result in delisting of our common stock;
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•
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risks related to our exploration and potential execution of strategic alternatives;
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•
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our ability to integrate the renewable energy facilities we acquire from third parties or otherwise and realize the anticipated benefits from such acquisitions;
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•
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the willingness and ability of the counterparties to our offtake agreements to fulfill their obligations under such agreements;
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•
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price fluctuations, termination provisions and buyout provisions related to our offtake agreements;
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•
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our ability to enter into contracts to sell power on acceptable terms as our offtake agreements expire;
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•
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our ability to successfully identify, evaluate and consummate acquisitions;
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•
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government regulation, including compliance with regulatory and permit requirements and changes in market rules, rates, tariffs, environmental laws and policies affecting renewable energy, particularly any such changes that may be implemented following the recent elections in the U.S.;
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•
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operating and financial restrictions placed on us and our subsidiaries related to agreements governing our indebtedness and other agreements of certain of our subsidiaries and project-level subsidiaries generally and in our Revolver and the Indentures;
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•
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the condition of the debt and equity capital markets and our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;
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•
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our ability to compete against traditional and renewable energy companies;
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•
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hazards customary to the power production industry and power generation operations such as unusual weather conditions, catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, interconnection problems or other developments, environmental incidents, or electric transmission constraints and curtailment and the possibility that we may not have adequate insurance to cover losses as a result of such hazards;
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•
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the variability of wind and solar resources, which may result in lower than expected output of our renewable energy facilities;
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•
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our ability to expand into new business segments or new geographies;
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•
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departure of some or all of the employees providing services to us, particularly executive officers or key employees and operations and maintenance or asset management personnel;
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•
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pending and future litigation;
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•
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our ability to operate our business efficiently, to operate and maintain our information technology, technical, accounting and generation monitoring systems, to manage capital expenditures and costs tightly, to manage risks related to international operations such as currency exposure and to generate earnings and cash flows from our asset-based businesses in relation to our debt and other obligations, including in light of the SunEdison Bankruptcy and the ongoing process to establish separate information technology and other systems; and
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•
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potential conflicts of interests or distraction due to the fact that most of our directors and executive officers are also directors and executive officers of TerraForm Global, Inc.
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CAFD
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Cash available for distribution is defined as net cash provided by operating activities of Terra LLC as adjusted for certain other cash flow items that we associate with our operations. It is a non-GAAP measure of our ability to generate cash to service our dividends. CAFD represents net cash provided by (used in) operating activities of Terra LLC (i) plus or minus changes in assets and liabilities as reflected on our statements of cash flows, (ii) minus deposits into (or plus withdrawals from) restricted cash accounts required by project financing arrangements to the extent they decrease (or increase) cash provided by operating activities, (iii) minus cash distributions paid to non-controlling interests in our renewable energy facilities, if any, (iv) minus scheduled project-level and other debt service payments and repayments in accordance with the related borrowing arrangements, to the extent they are paid from operating cash flows during a period, (v) minus non-expansionary capital expenditures, if any, to the extent they are paid from operating cash flows during a period, (vi) plus cash contributions from SunEdison pursuant to the Interest Payment Agreement and the Amended Interest Payment Agreement, (vii) plus operating costs and expenses paid by SunEdison pursuant to the MSA to the extent such costs or expenses exceed the fee payable by us pursuant to such agreement but otherwise reduce our net cash provided by operating activities and (viii) plus or minus operating items as necessary to present the cash flows we deem representative of our core business operations, with the approval of the audit committee.
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Call Right Projects
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Qualifying projects from SunEdison's development pipeline required to be offered to us by SunEdison under the Support Agreement and the Intercompany Agreement, as applicable
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GWh
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Gigawatt hours
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ITC
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Investment tax credit
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MWh
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Megawatt hours
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Minimum Quarterly Distribution
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Class A units and Class B1 units are entitled to receive quarterly distributions in an amount equal to $0.2257 per unit, plus any arrearages in the payment of the Minimum Quarterly Distribution from prior quarters, before any distributions may be made on the Class B units
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Nameplate capacity
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Nameplate capacity for solar generation facilities represents the maximum generating capacity at standard test conditions of a facility (in direct current, "DC") multiplied by our percentage ownership of that facility (disregarding any equity interests held by any non-controlling member or lessor under any sale-leaseback financing or any non-controlling interests in a partnership). Nameplate capacity for wind power plants represents the manufacturer’s maximum nameplate generating capacity of each turbine (in alternating current, "AC") multiplied by the number of turbines at a facility multiplied by our anticipated percentage ownership of that facility (disregarding any equity interests held by any tax equity investor or lessor under any sale-leaseback financing or any non-controlling interests in a partnership).
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PPA
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As applicable, Power Purchase Agreement, energy hedge contract and/or REC or SREC contract
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Projected FTM
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Projected future twelve months
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PTC
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Production tax credit
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QF
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Qualifying small power production facility
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REC
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Renewable energy certificate or SREC
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Renewable energy facilities
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Solar generation facilities and wind power plants
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SREC
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Solar renewable energy certificate
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Subordination Period
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The period from July 23, 2014 until each of the following tests has been met, which will be a minimum three-year period ending no earlier than the beginning of the period for which a distribution is paid for the third quarter of 2017:
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• distributions of CAFD on each of the outstanding Class A units, Class B units and Class B1 units equaled or exceeded $0.9028 per unit (the annualized Minimum Quarterly Distribution) for each of three non-overlapping, four-quarter periods immediately preceding that date;
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• the CAFD generated during each of three non-overlapping, four-quarter periods immediately preceding that date equaled or exceeded the sum of $0.9028 per unit (the annualized Minimum Quarterly Distribution) on all of the outstanding Class A units, Class B units and Class B1 units during those periods on a fully diluted basis; and
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• there are no arrearages in payment of the Minimum Quarterly Distribution on the Class A units or Class B1 units.
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(1)
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Both SunEdison, Inc. and SunEdison Holdings Corporation are debtors in the SunEdison Bankruptcy (as defined below). SunEdison’s economic interest is subject to certain limitations on distributions to holders of Class B units during the Subordination Period.
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(2)
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The economic interest of holders of Class A units, Class B units, and, in turn, holders of shares of Class A common stock, is subject to the right of holders of the incentive distribution rights, or "IDRs," to receive a portion of distributions after certain distribution thresholds are met
.
On
January 22, 2016
,
12,161,844
Class B shares held by SunEdison were converted to
12,161,844
Class A shares and were sold to unaffiliated third parties by SunEdison. After giving effect to the conversion, SunEdison indirectly owns
48,202,310
Class B shares of the Company, holds
84.1%
of the voting interest in the Company and owns
34.5%
of the economic interests of Terra LLC. SunEdison Holdings Corporation ("Holdings"), which is a wholly owned and controlled subsidiary of SunEdison, owns its Class B common stock, Class B units and Incentive Distribution Rights directly and indirectly through a wholly owned and controlled subsidiary, SunE ML 1, LLC, which is also a debtor in the SunEdison Bankruptcy.
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(3)
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IDRs represent a variable interest in distributions by Terra LLC and therefore cannot be expressed as a fixed percentage ownership interest in Terra LLC. All of our IDRs are currently issued to Holdings or its direct or indirect, wholly owned subsidiary, SunE ML 1, LLC. In connection with a reset of the target distribution levels, holders of IDRs will be entitled to receive newly issued Class B1 units of Terra LLC and shares of our Class B1 common stock. In the future, we may also elect to issue Class B1 units and Class B1 common stock in connection with acquisitions.
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(4)
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Represents total borrowing capacity as of December 1, 2016, with availability of $1.9 million as of such date.
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•
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focusing on the performance and efficiency of our existing portfolio of renewable energy facilities;
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•
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mitigating, to the extent possible, the adverse impacts resulting from the SunEdison Bankruptcy, including ensuring the continuity of operation, maintenance and asset management of our renewable energy facilities and seeking proposals from and engaging operation and maintenance and asset management services from third party providers to replace SunEdison and its affiliates;
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•
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creating a separate stand-alone corporate organization, including, among other things, directly hiring employees and establishing our own accounting, information technology, human resources and other critical systems and infrastructure;
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•
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working with project-level lenders and financing parties to cure, or obtain waivers or forbearance of, defaults that have arisen under most of our project-level debt financings as a result of the SunEdison Bankruptcy and delays in delivering project-level audited financial statements, among other things; and
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•
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seeking to optimize our portfolio and capital structure by reducing corporate-level indebtedness, financing or refinancing certain renewable energy facilities at the project level, exiting certain markets or selling certain assets if we believe the opportunity would improve stockholder value.
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•
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Mr. Blackmore was appointed as the new Chairman of the Board following the resignation as Chairman of the Board by Mr. Ahmad R. Chatila;
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•
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Mr. Blackmore, Mr. Stark and Mr. Compton were appointed as the sole members of the Corporate Governance and Conflicts Committee of the Board and, as a result, Mr. Mark Lerdal and Mr. Hanif "Wally" Dahya were removed from the Corporate Governance and Conflicts Committee;
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•
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Mr. Carlos Domenech Zornoza was removed as President and Chief Executive Officer of the Company and Mr. Brian Wuebbels was appointed to serve as the new President and Chief Executive Officer of the Company on a permanent basis; and
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•
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Mr. Alejandro Hernandez was removed as Executive Vice President and Chief Financial Officer of the Company and Mr. Manavendra Sial was appointed to serve as interim Chief Financial Officer of the Company.
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Cash Committed
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Description
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Facility Category
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Facility Type
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Location
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MW
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(in thousands)
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As of September 30, 2015
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1,080.7
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$
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1,359,803
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Acquired
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Distributed Generation
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Solar
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U.S.
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(19.6
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)
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(32,277
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)
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Acquired
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Residential
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Solar
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U.S.
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(10.6
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)
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(18,878
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)
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Acquired
1
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Utility
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Wind
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U.S.
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(200.0
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)
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(155,015
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)
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Terminated
2
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Distributed Generation
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Solar
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U.S.
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(20.5
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)
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(39,571
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)
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Terminated
3
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Utility
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Wind
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U.S.
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(632.4
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)
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(779,553
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)
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Amended
4
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Utility
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Solar
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U.S.
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—
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(93,015
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)
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Amended
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Residential
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Solar
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U.S.
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(2.1
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)
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(598
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)
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As of December 31, 2015
5
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195.5
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$
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240,896
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Acquired
6
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Distributed Generation
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Solar
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U.S.
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(1.2
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)
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(3,085
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)
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Acquired
7
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Utility
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Solar
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U.S.
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(18.0
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)
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(36,591
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)
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Terminated
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Utility
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Solar
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U.S.
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(159.8
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)
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(168,396
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)
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Terminated
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Residential
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Solar
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U.S.
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—
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(3,808
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)
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Expired
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Distributed Generation
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Solar
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U.S.
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(16.5
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)
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(29,016
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)
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As of October 31, 2016
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—
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$
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—
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(1)
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The preliminary purchase price for this wind facility was reduced from
$155.0 million
to
$127.0 million
at closing pursuant to the terms of the relevant agreement.
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(2)
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Represents the termination of our commitment and our call right option to acquire these facilities.
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(3)
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Represents the termination of our purchase agreements for Bingham, Oakfield and South Plains II.
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(4)
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Represents amended purchase prices due to the changes in the tax equity partnership of these facilities.
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(5)
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Excludes the estimated commitment of
$814.8 million
to acquire
479.3
MW of residential solar generation facilities that were expected to be acquired from SunEdison upon SunEdison's merger with Vivint Solar Inc. due to the merger being terminated on
March 7, 2016
. As a result of the termination of the merger, our obligation to purchase these assets was also terminated. Excludes the cash of
$16.9 million
due to SunEdison for the second installment of purchase prices for renewable energy facilities that were acquired from SunEdison during the
year ended December 31, 2015
.
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(6)
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The preliminary purchase prices for these distributed generation facilities were reduced from $3.1 million to $2.8 million pursuant to the terms of the relevant agreements.
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(7)
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The preliminary purchase price for this solar facility was reduced from $36.6 million to $36.2 million pursuant to the terms of the relevant agreements.
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•
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6:00:1:00 for any fiscal quarter occurring after September 30, 2015, but ending on or before December 31, 2016;
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•
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5.75:1:00 for any fiscal quarter occurring after December 31, 2016, but ending on or before December 31, 2017; and
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•
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5:00:1:00 for any fiscal quarter ending after December 31, 2017 (subject to certain increases if certain acquisitions are consummated).
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Year Ended December 31, 2015
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As of December 31, 2015
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||||||||||||||||||
Facility Category
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Type
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Location
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Nameplate Capacity (MW)
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Number of Sites
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Initial Cash Paid
1
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Cash Due to SunEdison
2
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Debt Assumed
3
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Debt Transferred
4
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||||||||||
Distributed Generation
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|
Solar
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|
U.S.
|
|
91.5
|
|
|
74
|
|
|
$
|
155,573
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|
|
$
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2,600
|
|
|
$
|
—
|
|
|
$
|
—
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|
Residential
|
|
Solar
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U.S.
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|
12.9
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|
|
1,806
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|
|
25,053
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|
|
—
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|
|
—
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|
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—
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||||
Utility
|
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Solar
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|
U.S.
|
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54.8
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|
|
9
|
|
|
69,868
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|
|
14,341
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|
|
—
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|
|
14,475
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|
||||
Utility
|
|
Solar
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|
U.K.
|
|
214.3
|
|
|
14
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|
|
150,595
|
|
|
—
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|
|
205,587
|
|
|
—
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|
||||
Utility
|
|
Wind
|
|
U.S.
|
|
200.0
|
|
|
1
|
|
|
127,000
|
|
|
—
|
|
|
—
|
|
|
—
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|
||||
Total
|
|
|
|
|
|
573.5
|
|
|
1,904
|
|
|
$
|
528,089
|
|
|
$
|
16,941
|
|
|
$
|
205,587
|
|
|
$
|
14,475
|
|
(1)
|
Represents the amount paid to SunEdison on the date of acquisition of renewable energy facilities from SunEdison. Excludes aggregated tax equity partner payments of
$363.6 million
to SunEdison.
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(2)
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Represents commitments by us to SunEdison for the amount required for SunEdison to complete the construction of renewable energy facilities acquired from SunEdison, which was paid to SunEdison during the first quarter of 2016. This commitment is not recorded on the Company's balance sheet as of
December 31, 2015
and excludes tax equity partner payments of
$9.2 million
due to SunEdison.
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(3)
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Represents debt that was assumed by us as of the acquisition date which was subsequently refinanced on
November 6, 2015
.
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(4)
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Represents debt recorded on our balance sheet as of
December 31, 2015
. This debt was repaid by SunEdison during the first quarter of 2016 using cash proceeds paid by us and the tax equity partner to SunEdison for the acquisition of these facilities.
|
|
|
|
|
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|
Ten Months Ended October 31, 2016
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As of October 31, 2016
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||||||||||||||||||
Facility Category
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|
Type
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|
Location
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|
Nameplate Capacity (MW)
|
|
Number of Sites
|
|
Cash Paid
1
|
|
Cash Due to SunEdison
2
|
|
Debt Assumed
|
|
Debt Transferred
3
|
||||||||||
Distributed Generation
|
|
Solar
|
|
U.S.
|
|
1.2
|
|
|
3
|
|
|
$
|
2,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Utility
|
|
Solar
|
|
U.S.
|
|
18.0
|
|
|
1
|
|
|
36,231
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
|
|
19.2
|
|
|
4
|
|
|
$
|
38,981
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Represents the total amount paid to SunEdison. Excludes aggregated tax equity partner payments of $1.6 million to SunEdison.
|
(2)
|
All amounts have been paid to SunEdison for these renewable energy facilities as of October 31, 2016.
|
(3)
|
$16.7 million of construction debt existed for one of the renewable energy facilities as of the acquisition date. This debt was fully repaid by SunEdison during the third quarter of 2016 using cash proceeds paid by us to SunEdison for the acquisition of the facility.
|
|
|
|
|
|
|
Net Nameplate Capacity (MW)
¹
|
|
|
|
Weighted Average Remaining Duration of PPA (Years)²
|
|||
|
|
|
|
Facility Type
|
|
|
Number of Sites
|
|
|||||
Description
|
|
Source
|
|
|
|
||||||||
Portfolio as of December 31, 2014
|
|
|
|
|
|
979.7
|
|
|
1,061
|
|
|
18
|
|
Acquisition of Invenergy operating facilities
|
|
Third Party
|
|
Wind
|
|
831.5
|
|
|
5
|
|
|
17
|
|
Acquisition of First Wind operating facilities
|
|
Third Party
|
|
Wind / Solar
|
|
521.1
|
|
|
16
|
|
|
9
|
|
Acquisition of U.K. Utility Solar Portfolio
|
|
SunEdison
|
|
Solar
|
|
214.3
|
|
|
14
|
|
|
14
|
|
Acquisition of South Plains I
|
|
SunEdison
|
|
Wind
|
|
200.0
|
|
|
1
|
|
|
12
|
|
Acquisition of Blackhawk Solar Portfolio
|
|
SunEdison
|
|
Solar
|
|
54.8
|
|
|
9
|
|
|
23
|
|
Additions to DG 2015 Portfolio 2
|
|
SunEdison
|
|
Solar
|
|
45.6
|
|
|
28
|
|
|
20
|
|
Acquisition of TEG solar operating facilities
|
|
Third Party
|
|
Solar
|
|
32.0
|
|
|
56
|
|
|
13
|
|
Acquisition of Northern Lights operating facilities
|
|
Third Party
|
|
Solar
|
|
25.4
|
|
|
2
|
|
|
18
|
|
Additions to DG 2014 Portfolio 1
|
|
SunEdison
|
|
Solar
|
|
21.0
|
|
|
27
|
|
|
18
|
|
Acquisition of Residential 2015 Portfolio 1
|
|
SunEdison
|
|
Solar
|
|
12.9
|
|
|
1,806
|
|
|
20
|
|
Acquisition of SUNE XVIII
|
|
SunEdison
|
|
Solar
|
|
14.9
|
|
|
18
|
|
|
20
|
|
Acquisition of Duke Energy operating facility
|
|
SunEdison
|
|
Solar
|
|
10.0
|
|
|
1
|
|
|
15
|
|
Acquisition of MPI operating solar facilities
|
|
Third Party
|
|
Solar
|
|
3.8
|
|
|
10
|
|
|
19
|
|
Changes to existing facilities
3
|
|
N/A
|
|
N/A
|
|
0.1
|
|
|
—
|
|
|
N/A
|
|
Total Portfolio as of December 31, 2015
4
|
|
|
|
|
|
2,966.9
|
|
|
3,054
|
|
|
16
|
|
Additions to the Blackhawk Solar portfolio
|
|
SunEdison
|
|
Solar
|
|
18.0
|
|
|
1
|
|
|
20
|
|
Additions to the SUNE XVIII portfolio
|
|
SunEdison
|
|
Solar
|
|
1.2
|
|
|
3
|
|
|
20
|
|
Additions to the MPI portfolio
|
|
Third Party
|
|
Solar
|
|
0.7
|
|
|
3
|
|
|
17
|
|
Total Portfolio as of October 31, 2016
5
|
|
|
|
|
|
2,986.9
|
|
|
3,061
|
|
|
15
|
|
(1)
|
Net nameplate capacity represents the maximum generating capacity at standard test conditions of a facility multiplied by the Company's
|
(2)
|
Calculated as of December 31, 2014, December 31, 2015 and October 31, 2016, respectively.
|
(3)
|
Represents modifications to the nameplate capacity upon facilities achieving commercial operation.
|
(4)
|
Includes
36.1
MW of solar generation facilities that were under construction as of
December 31, 2015
.
|
(5)
|
All facilities were in operation as of October 31, 2016.
|
Facility Category / Portfolio
|
|
Location
|
|
Nameplate Capacity (MW)
|
|
Net Nameplate Capacity (MW)
¹
|
|
Number of Sites
|
|
Weighted Average Remaining Duration of PPA (Years)²
|
|
Counterparty Credit Rating
3
|
||||
Solar Distributed Generation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CD DG Portfolio
|
|
U.S.
|
|
77.8
|
|
|
77.8
|
|
|
42
|
|
|
16
|
|
|
A / Aa3
|
DG 2015 Portfolio 2
|
|
U.S.
|
|
48.1
|
|
|
48.1
|
|
|
30
|
|
|
19
|
|
|
AA- / Aa3
|
U.S. Projects 2014
|
|
U.S.
|
|
45.4
|
|
|
45.4
|
|
|
41
|
|
|
18
|
|
|
AA- / Aa3
|
DG 2014 Portfolio 1
|
|
U.S.
|
|
44.0
|
|
|
44.0
|
|
|
46
|
|
|
18
|
|
|
AA / Aa2
|
TEG
|
|
U.S.
|
|
33.8
|
|
|
32.0
|
|
|
56
|
|
|
13
|
|
|
AA / Aa1
|
HES
|
|
U.S.
|
|
25.2
|
|
|
25.2
|
|
|
67
|
|
|
13
|
|
|
AA / Aa2
|
MA Solar
|
|
U.S.
|
|
21.1
|
|
|
21.1
|
|
|
4
|
|
|
25
|
|
|
AA / Aaa
|
Summit Solar Projects
|
|
U.S.
|
|
19.6
|
|
|
19.6
|
|
|
50
|
|
|
11
|
|
|
AA+ / Aa1
|
U.S. Projects 2009-2013
|
|
U.S.
|
|
15.2
|
|
|
15.2
|
|
|
73
|
|
|
14
|
|
|
A / A2
|
SUNE XVIII
|
|
U.S.
|
|
16.1
|
|
|
16.1
|
|
|
21
|
|
|
20
|
|
|
AAA / Aaa
|
California Public Institutions
|
|
U.S.
|
|
13.5
|
|
|
7.0
|
|
|
5
|
|
|
17
|
|
|
AA- / Aa3
|
Enfinity
|
|
U.S.
|
|
13.2
|
|
|
13.2
|
|
|
15
|
|
|
15
|
|
|
A- / A2
|
MA Operating
|
|
U.S.
|
|
12.2
|
|
|
12.2
|
|
|
4
|
|
|
17
|
|
|
AA+ / Aa2
|
Duke Operating
|
|
U.S.
|
|
10.0
|
|
|
10.0
|
|
|
1
|
|
|
14
|
|
|
A / Aa2
|
SunE Solar Fund X
|
|
U.S.
|
|
8.8
|
|
|
8.8
|
|
|
12
|
|
|
14
|
|
|
AA+ / Aa1
|
Summit Solar Projects
|
|
Canada
|
|
3.8
|
|
|
3.8
|
|
|
7
|
|
|
15
|
|
|
NR / Aa2
|
MPI
|
|
Canada
|
|
4.5
|
|
|
4.5
|
|
|
13
|
|
|
18
|
|
|
NR / Aa2
|
Resi 2015 Portfolio 1
|
|
U.S.
|
|
12.9
|
|
|
12.9
|
|
|
1,806
|
|
|
19
|
|
|
NR / NR
|
Resi 2014 Portfolio 1
|
|
U.S.
|
|
2.8
|
|
|
2.8
|
|
|
700
|
|
|
16
|
|
|
NR / NR
|
Total Solar Distributed Generation
|
|
428.1
|
|
|
419.7
|
|
|
2,993
|
|
|
17
|
|
|
AA- / Aa2
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Solar Utility:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mt. Signal
|
|
U.S.
|
|
265.8
|
|
|
265.8
|
|
|
1
|
|
|
23
|
|
|
A+ / Aa2
|
Regulus Solar
|
|
U.S.
|
|
81.6
|
|
|
81.6
|
|
|
1
|
|
|
18
|
|
|
BBB+ / A2
|
Blackhawk Solar Portfolio
|
|
U.S.
|
|
72.8
|
|
|
72.8
|
|
|
10
|
|
|
21
|
|
|
AA+ / Aa2
|
North Carolina Portfolio
|
|
U.S.
|
|
26.4
|
|
|
26.4
|
|
|
4
|
|
|
13
|
|
|
A / Aa2
|
Atwell Island
|
|
U.S.
|
|
23.5
|
|
|
23.5
|
|
|
1
|
|
|
21
|
|
|
BBB / A3
|
Nellis
|
|
U.S.
|
|
14.0
|
|
|
14.0
|
|
|
1
|
|
|
11
|
|
|
NR / NR
|
Alamosa
|
|
U.S.
|
|
8.2
|
|
|
8.2
|
|
|
1
|
|
|
11
|
|
|
BBB+ / A3
|
CalRENEW-1
|
|
U.S.
|
|
6.3
|
|
|
6.3
|
|
|
1
|
|
|
14
|
|
|
BBB / A3
|
Northern Lights
|
|
Canada
|
|
25.4
|
|
|
25.4
|
|
|
2
|
|
|
17
|
|
|
NR / Aa2
|
Marsh Hill
|
|
Canada
|
|
18.5
|
|
|
18.5
|
|
|
1
|
|
|
18
|
|
|
NR / Aa2
|
SunE Perpetual Lindsay
|
|
Canada
|
|
15.5
|
|
|
15.5
|
|
|
1
|
|
|
18
|
|
|
NR / Aa2
|
U.K. Utility Solar Portfolio
|
|
U.K
|
|
208.4
|
|
|
208.4
|
|
|
14
|
|
|
13
|
|
|
A- / Baa1
|
Fairwinds & Crundale
|
|
U.K
|
|
55.9
|
|
|
55.9
|
|
|
2
|
|
|
13
|
|
|
A- / Baa1
|
Stonehenge Q1
|
|
U.K
|
|
41.2
|
|
|
41.2
|
|
|
3
|
|
|
13
|
|
|
A- / Baa1
|
Stonehenge Operating
|
|
U.K
|
|
23.6
|
|
|
23.6
|
|
|
3
|
|
|
11
|
|
|
A+ / Aa3
|
Says Court
|
|
U.K
|
|
19.8
|
|
|
19.8
|
|
|
1
|
|
|
13
|
|
|
A- / Baa1
|
Crucis Farm
|
|
U.K
|
|
16.1
|
|
|
16.1
|
|
|
1
|
|
|
13
|
|
|
A- / Baa1
|
Norrington
|
|
U.K
|
|
11.1
|
|
|
11.1
|
|
|
1
|
|
|
13
|
|
|
A- / Baa1
|
CAP
|
|
Chile
|
|
101.6
|
|
|
101.6
|
|
|
1
|
|
|
17
|
|
|
BB / NR
|
Total Solar Utility
|
|
|
|
1,035.7
|
|
|
1,035.7
|
|
|
50
|
|
|
17
|
|
|
A- / A1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility Category / Portfolio
|
|
Location
|
|
Nameplate Capacity (MW)
|
|
Net Nameplate Capacity (MW)
¹
|
|
Number of Sites
|
|
Weighted Average Remaining Duration of PPA (Years)²
|
|
Counterparty Credit Rating
3
|
||||
Wind Utility:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
South Plains I
|
|
U.S.
|
|
200.0
|
|
|
200.0
|
|
|
1
|
|
|
12
|
|
|
BBB+ / A3
|
California Ridge
|
|
U.S.
|
|
217.1
|
|
|
195.6
|
|
|
1
|
|
|
16
|
|
|
AA+ / Aaa
|
Bishop Hill
|
|
U.S.
|
|
211.4
|
|
|
190.5
|
|
|
1
|
|
|
16
|
|
|
AA+ / Aaa
|
Rattlesnake
|
|
U.S.
|
|
207.2
|
|
|
186.7
|
|
|
1
|
|
|
11
|
|
|
BBB+ / Baa1
|
Prairie Breeze
|
|
U.S.
|
|
200.6
|
|
|
180.7
|
|
|
1
|
|
|
23
|
|
|
AA / Aa2
|
Cohocton
|
|
U.S.
|
|
125.0
|
|
|
125.0
|
|
|
1
|
|
|
3
|
|
|
BBB+ / Baa1
|
Stetson I & II
|
|
U.S.
|
|
82.5
|
|
|
82.5
|
|
|
2
|
|
|
3
|
|
|
BBB / Baa2
|
Rollins
|
|
U.S.
|
|
60.0
|
|
|
60.0
|
|
|
1
|
|
|
15
|
|
|
A- / A2
|
Mars Hill
|
|
U.S.
|
|
42.0
|
|
|
42.0
|
|
|
1
|
|
|
1
|
|
|
A+ / Aa2
|
Sheffield
|
|
U.S.
|
|
40.0
|
|
|
40.0
|
|
|
1
|
|
|
11
|
|
|
A+ / NR
|
Bull Hill
|
|
U.S.
|
|
34.5
|
|
|
34.5
|
|
|
1
|
|
|
10
|
|
|
A / A2
|
Kaheawa Wind Power I
|
|
U.S.
|
|
30.0
|
|
|
30.0
|
|
|
1
|
|
|
10
|
|
|
BBB- / NR
|
Kahuku
|
|
U.S.
|
|
30.0
|
|
|
30.0
|
|
|
1
|
|
|
14
|
|
|
BBB- / Baa2
|
Kaheawa Wind Power II
|
|
U.S.
|
|
21.0
|
|
|
21.0
|
|
|
1
|
|
|
16
|
|
|
BBB- / NR
|
Steel Winds I & II
|
|
U.S.
|
|
35.0
|
|
|
35.0
|
|
|
2
|
|
|
3
|
|
|
BBB+ / A3
|
Raleigh
|
|
Canada
|
|
78.0
|
|
|
78.0
|
|
|
1
|
|
|
14
|
|
|
NR / Aa2
|
Total Wind Utility
|
|
|
|
1,614.3
|
|
|
1,531.5
|
|
|
18
|
|
|
13
|
|
|
A / A1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Renewable Energy Facilities
4
|
|
3,078.1
|
|
|
2,986.9
|
|
|
3,061
|
|
|
15
|
|
|
A / A1
|
(1)
|
Net nameplate capacity represents the maximum generating capacity at standard test conditions of a facility multiplied by the Company's
|
(2)
|
Calculated as of October 31, 2016.
|
(3)
|
Represents counterparty credit rating issued by S&P and/or Moody's as of October 31, 2016. The percentage of counterparties based on MW that are rated by S&P and/or Moody's for our distributed generation portfolios with multiple counterparties is as follows:
|
•
|
CD DG Portfolio
: 88%
|
•
|
DG 2014 Portfolio 1
: 49%
|
•
|
DG 2015 Portfolio 2
: 69%
|
•
|
Enfinity
: 8%
|
•
|
HES
: 44%
|
•
|
TEG
: 76%
|
•
|
MA Solar
: 47%
|
•
|
Summit Solar Projects
(U.S.): 72%
|
•
|
SunE Solar Fund X
: 64%
|
•
|
SUNE XVIII
: 38%
|
•
|
U.S. Projects 2009-2013
: 58%
|
•
|
U.S. Projects 2014
:
92%
|
(4)
|
All facilities were in operation as of October 31, 2016.
|
•
|
Alberta: To generate 30% of electricity from renewable sources by 2030.
|
•
|
British Columbia: To achieve energy self-sufficiency by 2016 with at least 93% of net electricity generation from clean or renewable sources.
|
•
|
New Brunswick: To meet 40% of provincial electricity demand with renewable sources by 2020.
|
•
|
Nova Scotia: To generate 25% and 40% of net electricity generation from new (post-2001) sources of renewable energy by 2015 and 2020, respectively.
|
•
|
Saskatchewan: To achieve 50% renewables-sourced electricity generation by Crown utility company, SaskPower, by 2030.
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States (including Puerto Rico)
|
|
$
|
368,117
|
|
|
$
|
87,502
|
|
|
$
|
18,716
|
|
Chile
|
|
27,148
|
|
|
23,130
|
|
|
—
|
|
|||
United Kingdom
|
|
55,542
|
|
|
15,890
|
|
|
—
|
|
|||
Canada
|
|
18,699
|
|
|
634
|
|
|
—
|
|
|||
Total operating revenues, net
|
|
$
|
469,506
|
|
|
$
|
127,156
|
|
|
$
|
18,716
|
|
(In thousands)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
United States (including Puerto Rico)
|
|
$
|
5,844,992
|
|
|
$
|
2,147,877
|
|
Chile
|
|
181,756
|
|
|
189,221
|
|
||
United Kingdom
|
|
659,176
|
|
|
545,848
|
|
||
Canada
|
|
418,494
|
|
|
126,939
|
|
||
Total long-lived assets, net
|
|
7,104,418
|
|
|
3,009,885
|
|
||
Current assets
|
|
954,367
|
|
|
593,772
|
|
||
Other non-current assets
|
|
169,438
|
|
|
76,766
|
|
||
Total assets
|
|
$
|
8,228,223
|
|
|
$
|
3,680,423
|
|
•
|
SunEdison’s decisions during bankruptcy, including what contracts it seeks to assume, assume and assign or reject or what dispositions it chooses to make, potential opposition to such decisions from SunEdison’s creditors and other parties in interest and the requirement that the bankruptcy court approve many of SunEdison’s decisions during bankruptcy, including the assumption, assumption and assignment or rejection of contracts by SunEdison and any transactions entered into by SunEdison outside the ordinary course of business;
|
•
|
SunEdison’s ability to confirm and consummate a plan of reorganization;
|
•
|
SunEdison’s ability to maintain or obtain sufficient financing sources for its operations during the pendency of the
|
•
|
The bankruptcy court’s rulings (including rulings on issues related to our pursuit of strategic alternatives, such as a merger or sale of substantially all of our assets, or any other alternative that would require stockholder approval), which, as a result of the bankruptcy court’s equitable powers, are difficult to predict with any certainty;
|
•
|
Potential increased difficulty in retaining and motivating SunEdison’s key employees through the process of reorganization, and increased difficulty in attracting new employees;
|
•
|
The actions and decisions of SunEdison’s stakeholders, including creditors, regulators and other third parties; and
|
•
|
The resolution of intercompany claims between us and SunEdison, including avoidance actions that may be brought against us by SunEdison or stakeholders acting on its behalf.
|
•
|
causing the trading value of our outstanding securities to diminish;
|
•
|
damaging our reputation and adversely affecting the willingness of counterparties to do business with us, including obtaining consents and approvals from counterparties;
|
•
|
subjecting us and our affiliates to increased risks of future litigation or affecting the course of our current litigation;
|
•
|
disrupting our ability to execute our and our affiliates’ business plans, including in respect of potential transactions with our affiliates, and potentially reducing our cash available for distribution; and
|
•
|
limiting our ability to raise capital and refinance existing obligations.
|
•
|
the construction of a significant number of new power generation plants, including nuclear, coal, natural gas or renewable energy facilities;
|
•
|
the construction of additional electric transmission and distribution lines;
|
•
|
a reduction in the price of natural gas, including as a result of new drilling techniques or a relaxation of associated regulatory standards;
|
•
|
energy conservation technologies and public initiatives to reduce electricity consumption; and
|
•
|
the development of new clean energy technologies that provide less expensive energy.
|
•
|
competing bids for a renewable energy facility, including from companies that may have substantially greater capital and other resources than we do;
|
•
|
fewer third party acquisition opportunities than we expect, which could result from, among other things, available renewable energy facilities having less desirable economic returns or higher risk profiles than we believe suitable for our business plan and investment strategy;
|
•
|
the SunEdison Bankruptcy and uncertainties regarding the bankruptcy and its outcome;
|
•
|
the expected absence of any future projects to be acquired from SunEdison under the Project Support Agreement and the Intercompany Agreement; and
|
•
|
our access to the capital markets for equity and debt (including project-level debt) at a cost and on terms that would be accretive to our shareholders.
|
•
|
increasing our vulnerability to general economic and industry conditions and to the consequences of the SunEdison Bankruptcy and to our delayed financial statements;
|
•
|
requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to pay dividends to holders of our Class A common stock or to use our cash flow to fund our operations, capital expenditures and future business opportunities;
|
•
|
limiting our ability to enter into or receive payments under long-term power sales which require credit support;
|
•
|
limiting our ability to fund operations or future acquisitions;
|
•
|
restricting our ability to make certain distributions with respect to our capital stock and the ability of our subsidiaries to make certain distributions to us, in light of restricted payment and other financial covenants in our credit facilities and other financing agreements;
|
•
|
exposing us to the risk of increased interest rates because certain of our borrowings, which may include borrowings under our Revolver, are at variable rates of interest;
|
•
|
limiting our ability to obtain additional financing for working capital, including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and
|
•
|
limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt.
|
•
|
general economic and capital market conditions;
|
•
|
credit availability from banks and other financial institutions;
|
•
|
investor confidence in us, our partners, SunEdison, as our principal stockholder (on a combined voting basis), manager under the MSA and frequently as asset and O&M manager for our projects, and the regional wholesale power markets;
|
•
|
the impact of the SunEdison Bankruptcy;
|
•
|
our financial performance and the financial performance of our subsidiaries;
|
•
|
our level of indebtedness and compliance with covenants in debt agreements;
|
•
|
when we file our Forms 10-Q for the quarter ended March 31, 2016, the quarter ended June 30, 2016 and for the quarter ended September 30, 2016 and obtain audited project-level financial statements;
|
•
|
maintenance of acceptable credit ratings or credit quality, including maintenance of the legal and tax structure of the project-level subsidiary upon which the credit ratings may depend;
|
•
|
our cash flows; and
|
•
|
provisions of tax and securities laws that may impact raising capital.
|
•
|
the risk of a change in renewable power pricing policies, possibly with retroactive effect;
|
•
|
political and economic instability;
|
•
|
measures restricting the ability of our facilities to access the grid to deliver electricity at certain times or at all;
|
•
|
the macroeconomic climate and levels of energy consumption in the countries where we have operations;
|
•
|
the comparative cost of other sources of energy;
|
•
|
changes in taxation policies and/or the regulatory environment in the countries in which we have operations, including reductions to renewable power incentive programs;
|
•
|
the imposition of currency controls and foreign exchange rate fluctuations;
|
•
|
high rates of inflation;
|
•
|
protectionist and other adverse public policies, including local content requirements, import/export tariffs, increased regulations or capital investment requirements;
|
•
|
changes to land use regulations and permitting requirements;
|
•
|
risk of nationalization or other expropriation of private enterprises and land, including creeping regulation that reduces the value of our facilities or governmental incentives associated with renewable energy;
|
•
|
difficulty in timely identifying, attracting and retaining qualified technical and other personnel;
|
•
|
difficulty competing against competitors who may have greater financial resources and/or a more effective or established localized business presence;
|
•
|
difficulties with, and extra-normal costs of, recruiting and retaining local individuals skilled in international business operations;
|
•
|
difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms; and
|
•
|
being subject to the jurisdiction of courts other than those of the United States, which courts may be less favorable to us.
|
•
|
our energy production and sales may be significantly lower than we predict;
|
•
|
our hedging arrangements may be ineffective or more costly;
|
•
|
we may not produce sufficient energy to meet our commitments to sell electricity or RECs and, as a result, we may have to buy electricity or RECs on the open market to cover our obligations or pay damages; and
|
•
|
our wind and solar power plants may not generate sufficient cash flow to make payments of principal and interest as they become due on the notes and our non-recourse debt, and we may have difficulty obtaining financing for future wind power plants.
|
•
|
the adverse consequences of the SunEdison Bankruptcy, including our transition away from reliance on SunEdison for management, corporate and accounting services, employees, critical systems and information technology infrastructure and the operation and maintenance of our renewable energy facilities;
|
•
|
the timing of our ability to complete our Forms 10-Q for the quarter ended March 31, 2016, the quarter ended June 30, 2016 and for the quarter ended September 30, 2016 and audited project-level financial statements;
|
•
|
defaults or potential defaults arising under our Revolver, the indentures governing our Senior Notes due 2023 and Senior Notes due 2025 and in our project-level financing agreements; and the resulting impact on our projects, litigation or other claims against us arising from the SunEdison Bankruptcy, and our relationships with key counterparties and the other risks described under
“Risks Related to our Relationship with SunEdison and the SunEdison Bankruptcy”
;
|
•
|
risks related to our failure to satisfy the requirements of the Nasdaq, which could result in a delisting of our common stock;
|
•
|
our ability to integrate acquired assets and realize the anticipated benefits of these acquired assets;
|
•
|
counterparties’ to our offtake agreements willingness and ability to fulfill their obligations under such agreements;
|
•
|
price fluctuations, termination provisions and buyout provisions related to our offtake agreements;
|
•
|
our ability to enter into contracts to sell power on acceptable terms as our offtake agreements expire;
|
•
|
delays or unexpected costs during the completion of construction of certain renewable energy facilities we intend to acquire;
|
•
|
our ability to successfully identify, evaluate and consummate acquisitions;
|
•
|
government regulation, including compliance with regulatory and permit requirements and changes in market rules, rates, tariffs and environmental laws;
|
•
|
operating and financial restrictions placed on us and our subsidiaries related to agreements governing our indebtedness and other agreements of certain of our subsidiaries and project-level subsidiaries generally and in our Revolver;
|
•
|
our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;
|
•
|
our ability to compete against traditional and renewable energy companies;
|
•
|
hazards customary to the power production industry and power generation operations such as unusual weather conditions, catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, interconnection problems or other developments, environmental incidents, or electric transmission constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards;
|
•
|
restrictions contained in our debt agreements (including our project level financing, the indenture governing our Senior Notes and our Revolver;
|
•
|
our ability to expand into new business segments or new geographies;
|
•
|
seasonal variations in the amount of electricity our wind and solar plants produce, and fluctuations in wind and solar resource conditions; and
|
•
|
our ability to operate our businesses efficiently, manage capital expenditures and costs tightly, manage litigation, manage risks related to international operations and generate earnings and cash flow from our asset-based businesses in relation to our debt and other obligations.
|
•
|
price and volume fluctuations in the stock markets generally;
|
•
|
significant volatility in the market price and trading volume of securities of registered investment companies, business development companies or companies in our sectors, which may not be related to the operating performance of these companies;
|
•
|
changes in our earnings or variations in operating results;
|
•
|
changes in regulatory policies or tax law;
|
•
|
operating performance of companies comparable to us; and
|
•
|
loss of funding sources or the ability to finance or refinance our obligations as they come due.
|
•
|
a prohibition on stockholder action through written consent once SunEdison ceases to hold a majority of the combined voting power of our common stock;
|
•
|
a requirement that special meetings of stockholders be called upon a resolution approved by a majority of our directors then in office;
|
•
|
the right of SunEdison as the holder of our Class B common stock, to appoint up to two additional directors to our Board;
|
•
|
advance notice requirements for stockholder proposals and nominations; and
|
•
|
the authority of the Board to issue preferred stock with such terms as the Board may determine.
|
|
|
High
|
|
Low
|
||||
July 18, 2014 to September 30, 2014
|
|
$
|
33.65
|
|
|
$
|
28.53
|
|
Quarter ended December 31, 2014
|
|
33.64
|
|
|
22.83
|
|
||
Quarter ended March 31, 2015
|
|
36.51
|
|
|
29.01
|
|
||
Quarter ended June 30, 2015
|
|
42.15
|
|
|
36.34
|
|
||
Quarter ended September 30, 2015
|
|
39.61
|
|
|
14.16
|
|
||
Quarter ended December 31, 2015
|
|
20.01
|
|
|
6.90
|
|
Stock
|
|
July 18, 2014
|
|
September 30, 2014
|
|
December 31, 2014
|
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||||||||||
TerraForm Power, Inc.
|
|
$
|
100.00
|
|
|
$
|
87.22
|
|
|
$
|
93.85
|
|
|
$
|
111.78
|
|
|
$
|
117.28
|
|
|
$
|
44.94
|
|
|
$
|
40.86
|
|
S&P 500
|
|
100.00
|
|
|
99.70
|
|
|
104.08
|
|
|
104.54
|
|
|
104.30
|
|
|
97.06
|
|
|
103.32
|
|
|||||||
NASDAQ Composite Index
|
|
100.00
|
|
|
101.38
|
|
|
106.85
|
|
|
110.57
|
|
|
112.50
|
|
|
104.23
|
|
|
112.96
|
|
|||||||
Peer Group
|
|
100.00
|
|
|
93.72
|
|
|
84.78
|
|
|
97.31
|
|
|
78.86
|
|
|
45.21
|
|
|
58.02
|
|
|
|
Year Ended December 31,
|
||||||||||||||
(in thousands, except per share data)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues, net
|
|
$
|
469,506
|
|
|
$
|
127,156
|
|
|
$
|
18,716
|
|
|
$
|
16,992
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of operations
|
|
70,468
|
|
|
10,630
|
|
|
1,112
|
|
|
917
|
|
||||
Cost of operations - affiliate
|
|
19,915
|
|
|
8,063
|
|
|
1,068
|
|
|
834
|
|
||||
General and administrative expenses
|
|
55,811
|
|
|
20,984
|
|
|
289
|
|
|
177
|
|
||||
General and administrative expenses - affiliate
|
|
55,330
|
|
|
19,144
|
|
|
5,158
|
|
|
4,425
|
|
||||
Acquisition and related costs
|
|
49,932
|
|
|
10,177
|
|
|
—
|
|
|
—
|
|
||||
Acquisition and related costs - affiliate
|
|
5,846
|
|
|
5,049
|
|
|
—
|
|
|
—
|
|
||||
Loss on prepaid warranty - affiliate
|
|
45,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Depreciation, accretion and amortization expense
|
|
161,310
|
|
|
41,280
|
|
|
5,731
|
|
|
5,034
|
|
||||
Formation and offering related fees and expenses
|
|
—
|
|
|
3,570
|
|
|
—
|
|
|
—
|
|
||||
Formation and offering related fees and expenses - affiliate
|
|
—
|
|
|
1,870
|
|
|
—
|
|
|
—
|
|
||||
Total operating costs and expenses
|
|
463,992
|
|
|
120,767
|
|
|
13,358
|
|
|
11,387
|
|
||||
Operating income
|
|
5,514
|
|
|
6,389
|
|
|
5,358
|
|
|
5,605
|
|
||||
Other expenses:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
167,805
|
|
|
86,191
|
|
|
8,129
|
|
|
7,665
|
|
||||
Loss (gain) on extinguishment of debt, net
|
|
16,156
|
|
|
(7,635
|
)
|
|
—
|
|
|
—
|
|
||||
Loss (gain) on foreign currency exchange, net
|
|
19,488
|
|
|
14,007
|
|
|
(771
|
)
|
|
—
|
|
||||
Loss on investments and receivables - affiliate
|
|
16,079
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other expenses, net
|
|
7,362
|
|
|
438
|
|
|
—
|
|
|
—
|
|
||||
Total other expenses, net
|
|
226,890
|
|
|
93,001
|
|
|
7,358
|
|
|
7,665
|
|
||||
Loss before income tax benefit
|
|
(221,376
|
)
|
|
(86,612
|
)
|
|
(2,000
|
)
|
|
(2,060
|
)
|
||||
Income tax benefit
|
|
(13,241
|
)
|
|
(4,689
|
)
|
|
(88
|
)
|
|
(1,270
|
)
|
||||
Net loss
|
|
$
|
(208,135
|
)
|
|
$
|
(81,923
|
)
|
|
$
|
(1,912
|
)
|
|
$
|
(790
|
)
|
Net loss attributable to Class A common stockholders
|
|
$
|
(79,886
|
)
|
|
$
|
(25,617
|
)
|
|
N/A
|
|
|
N/A
|
|
||
Basic and diluted loss per Class A common share
|
|
(1.25
|
)
|
|
(0.87
|
)
|
|
N/A
|
|
|
N/A
|
|
||||
Dividends declared per Class A common share
|
|
1.01
|
|
|
0.44
|
|
|
N/A
|
|
|
N/A
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||
(in thousands, except per share data)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
|
$
|
124,260
|
|
|
$
|
84,227
|
|
|
$
|
(7,852
|
)
|
|
$
|
2,890
|
|
Investing activities
|
|
(3,172,411
|
)
|
|
(1,799,636
|
)
|
|
(269,238
|
)
|
|
(410
|
)
|
||||
Financing activities
|
|
3,208,593
|
|
|
2,183,091
|
|
|
278,131
|
|
|
(2,477
|
)
|
|
|
As of December 31,
|
||||||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
626,595
|
|
|
$
|
468,554
|
|
|
$
|
1,044
|
|
|
$
|
3
|
|
Restricted cash
|
|
159,904
|
|
|
81,000
|
|
|
69,722
|
|
|
8,828
|
|
||||
Renewable energy facilities, net
|
|
5,802,380
|
|
|
2,648,212
|
|
|
433,019
|
|
|
111,697
|
|
||||
Long-term debt and financing lease obligations
|
|
4,582,112
|
|
|
1,699,765
|
|
|
441,650
|
|
|
75,498
|
|
||||
Capital lease obligations
|
|
—
|
|
|
—
|
|
|
29,171
|
|
|
30,974
|
|
||||
Total assets
|
|
8,228,223
|
|
|
3,680,423
|
|
|
593,327
|
|
|
158,955
|
|
||||
Total liabilities
|
|
5,112,243
|
|
|
2,140,164
|
|
|
577,875
|
|
|
128,926
|
|
||||
Redeemable non-controlling interests
|
|
175,711
|
|
|
24,338
|
|
|
—
|
|
|
—
|
|
||||
Total non-controlling interests and stockholders' equity
|
|
2,940,269
|
|
|
1,515,921
|
|
|
15,452
|
|
|
30,029
|
|
(in thousands)
|
|
-100 BPS
|
|
+100 BPS
|
||||
Canadian Dollars
|
|
$
|
(296
|
)
|
|
$
|
290
|
|
British Pounds
|
|
441
|
|
|
(441
|
)
|
||
Total
|
|
$
|
145
|
|
|
$
|
(151
|
)
|
•
|
focusing on the performance and efficiency of our existing portfolio of renewable energy facilities;
|
•
|
mitigating, to the extent possible, the adverse impacts resulting from the SunEdison Bankruptcy, including ensuring the continuity of operation, maintenance and asset management of our renewable energy facilities and seeking proposals from and engaging operation and maintenance and asset management services from third party providers to replace SunEdison and its affiliates;
|
•
|
creating a separate stand-alone corporate organization, including, among other things, directly hiring employees and establishing our own accounting, information technology, human resources and other critical systems and infrastructure;
|
•
|
working with project-level lenders and financing parties to cure, or obtain waivers or forbearance of, defaults that have arisen under most of our project-level debt financings as a result of the SunEdison Bankruptcy and delays in delivering project-level audited financial statements, among other things; and
|
•
|
seeking to optimize our portfolio and capital structure by reducing corporate-level indebtedness, financing or refinancing certain renewable energy facilities at the project level, exiting certain markets or selling certain assets if we believe the opportunity would improve stockholder value.
|
•
|
the significant reduction in the cost of solar, wind and other renewable energy technologies, which will lead to grid parity in an increasing number of markets;
|
•
|
distribution charges and the effects of an aging transmission infrastructure, which enable renewable energy generation sources located at a customer’s site, or distributed generation, to be more competitive with, or cheaper than, grid-supplied electricity;
|
•
|
the replacement of aging and conventional power generation facilities in the face of increasing industry challenges, such as regulatory barriers, increasing costs of and difficulties in obtaining and maintaining applicable permits, and the decommissioning of certain types of conventional power generation facilities, such as coal and nuclear facilities;
|
•
|
the ability to couple renewable energy generation with other forms of power generation, creating a hybrid energy solution capable of providing energy on a 24/7 basis while reducing the average cost of electricity obtained through the system;
|
•
|
the desire of energy consumers to lock in long-term pricing of a reliable energy source;
|
•
|
renewable energy generation’s ability to utilize freely available sources of fuel, thus avoiding the risks of price volatility and market disruptions associated with many conventional fuel sources;
|
•
|
environmental concerns over conventional power generation; and
|
•
|
government policies that encourage development of renewable power, such as state or provincial renewable portfolio standard programs, which motivate utilities to procure electricity from renewable resources. In addition to renewable energy, we expect natural gas to grow as a source of electricity generation due to its relatively lower cost and lower environmental impact compared to other fossil fuel sources, such as coal and oil.
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating revenues, net
|
|
$
|
469,506
|
|
|
$
|
127,156
|
|
|
$
|
18,716
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of operations
|
|
70,468
|
|
|
10,630
|
|
|
1,112
|
|
|||
Cost of operations - affiliate
|
|
19,915
|
|
|
8,063
|
|
|
1,068
|
|
|||
General and administrative expenses
|
|
55,811
|
|
|
20,984
|
|
|
289
|
|
|||
General and administrative expenses - affiliate
|
|
55,330
|
|
|
19,144
|
|
|
5,158
|
|
|||
Acquisition and related costs
|
|
49,932
|
|
|
10,177
|
|
|
—
|
|
|||
Acquisition and related costs - affiliate
|
|
5,846
|
|
|
5,049
|
|
|
—
|
|
|||
Loss on prepaid warranty - affiliate
|
|
45,380
|
|
|
—
|
|
|
—
|
|
|||
Depreciation, accretion and amortization expense
|
|
161,310
|
|
|
41,280
|
|
|
5,731
|
|
|||
Formation and offering related fees and expenses
|
|
—
|
|
|
3,570
|
|
|
—
|
|
|||
Formation and offering related fees and expenses - affiliate
|
|
—
|
|
|
1,870
|
|
|
—
|
|
|||
Total operating costs and expenses
|
|
463,992
|
|
|
120,767
|
|
|
13,358
|
|
|||
Operating income
|
|
5,514
|
|
|
6,389
|
|
|
5,358
|
|
|||
Other expenses:
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
167,805
|
|
|
86,191
|
|
|
8,129
|
|
|||
Loss (gain) on extinguishment of debt, net
|
|
16,156
|
|
|
(7,635
|
)
|
|
—
|
|
|||
Loss (gain) on foreign currency exchange, net
|
|
19,488
|
|
|
14,007
|
|
|
(771
|
)
|
|||
Loss on investments and receivables - affiliate
|
|
16,079
|
|
|
—
|
|
|
—
|
|
|||
Other expenses, net
|
|
7,362
|
|
|
438
|
|
|
—
|
|
|||
Total other expenses, net
|
|
226,890
|
|
|
93,001
|
|
|
7,358
|
|
|||
Loss before income tax benefit
|
|
(221,376
|
)
|
|
(86,612
|
)
|
|
(2,000
|
)
|
|||
Income tax benefit
|
|
(13,241
|
)
|
|
(4,689
|
)
|
|
(88
|
)
|
|||
Net loss
|
|
(208,135
|
)
|
|
(81,923
|
)
|
|
(1,912
|
)
|
|||
Less: Pre-acquisition net income (loss) of renewable energy facilities acquired from SunEdison
|
|
1,610
|
|
|
(1,498
|
)
|
|
(1,630
|
)
|
|||
Less: Predecessor loss prior to the IPO on July 23, 2014
|
|
—
|
|
|
(10,357
|
)
|
|
(282
|
)
|
|||
Net loss subsequent to IPO and excluding pre-acquisition net income (loss) of renewable energy facilities acquired from SunEdison
|
|
(209,745
|
)
|
|
(70,068
|
)
|
|
—
|
|
|||
Less: Net income attributable to redeemable non-controlling interests
|
|
8,512
|
|
|
—
|
|
|
—
|
|
|||
Less: Net loss attributable to non-controlling interests
|
|
(138,371
|
)
|
|
(44,451
|
)
|
|
—
|
|
|||
Net loss attributable to Class A common stockholders
|
|
$
|
(79,886
|
)
|
|
$
|
(25,617
|
)
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
|
|
||||||||
(In thousands, other than MW data)
|
|
2015
|
|
2014
|
|
Change
|
||||||
Energy:
|
|
|
|
|
|
|
||||||
Solar
|
|
$
|
227,843
|
|
|
$
|
92,436
|
|
|
$
|
135,407
|
|
Wind
|
|
105,361
|
|
|
—
|
|
|
105,361
|
|
|||
Incentives:
|
|
|
|
|
|
|
||||||
Solar
|
|
118,190
|
|
|
34,720
|
|
|
83,470
|
|
|||
Wind
|
|
18,112
|
|
|
—
|
|
|
18,112
|
|
|||
Total operating revenues, net
|
|
$
|
469,506
|
|
|
$
|
127,156
|
|
|
$
|
342,350
|
|
|
|
|
|
|
|
|
||||||
GWh sold:
|
|
|
|
|
|
|
||||||
Solar
|
|
1,972.8
|
|
|
722.4
|
|
|
|
||||
Wind
|
|
1,488.8
|
|
|
—
|
|
|
|
||||
Total GWh sold
|
|
3,461.6
|
|
|
722.4
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Net nameplate capacity (MW):
|
|
|
|
|
|
|
||||||
Solar
|
|
1,399.3
|
|
|
928.1
|
|
|
|
||||
Wind
|
|
1,531.5
|
|
|
—
|
|
|
|
||||
Total net nameplate capacity (MW)
¹
|
|
2,930.8
|
|
|
928.1
|
|
|
|
(1)
|
Excludes 36.1 MW of projects which were under construction as of December 31, 2015.
|
(In thousands)
|
|
Solar
|
|
Wind
|
|
Total
|
||||||
Increase in energy revenues from renewable energy facilities achieving commercial operations
|
|
$
|
40,344
|
|
|
$
|
—
|
|
|
$
|
40,344
|
|
Increase in energy revenues from acquisitions of renewable energy facilities from SunEdison and unaffiliated third parties
|
|
91,954
|
|
|
105,392
|
|
|
197,346
|
|
|||
Amortization of revenue contracts
|
|
(1,083
|
)
|
|
(31
|
)
|
|
(1,114
|
)
|
|||
Increase in existing renewable energy facility energy revenue
|
|
4,192
|
|
|
—
|
|
|
4,192
|
|
|||
|
|
$
|
135,407
|
|
|
$
|
105,361
|
|
|
$
|
240,768
|
|
(In thousands)
|
|
Solar
|
|
Wind
|
|
Total
|
||||||
Increase in incentive revenues from renewable energy facilities achieving commercial operations
|
|
$
|
17,578
|
|
|
$
|
—
|
|
|
$
|
17,578
|
|
Increase in incentive revenues from acquisitions of renewable energy facilities from SunEdison and unaffiliated third parties
|
|
67,048
|
|
|
18,112
|
|
|
85,160
|
|
|||
Decrease in existing renewable energy facility incentive revenue
|
|
(1,156
|
)
|
|
—
|
|
|
(1,156
|
)
|
|||
|
|
$
|
83,470
|
|
|
$
|
18,112
|
|
|
$
|
101,582
|
|
|
|
Year Ended December 31,
|
|
|
||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
Change
|
||||||
Cost of operations:
|
|
|
|
|
|
|
||||||
Solar
|
|
$
|
30,007
|
|
|
$
|
10,630
|
|
|
$
|
19,377
|
|
Wind
|
|
40,461
|
|
|
—
|
|
|
40,461
|
|
|||
Cost of operations - affiliate:
|
|
|
|
|
|
|
||||||
Solar
|
|
17,943
|
|
|
8,063
|
|
|
9,880
|
|
|||
Wind
|
|
1,972
|
|
|
—
|
|
|
1,972
|
|
|||
Total cost of operations
|
|
$
|
90,383
|
|
|
$
|
18,693
|
|
|
$
|
71,690
|
|
(In thousands)
|
|
Solar
|
|
Wind
|
|
Total
|
||||||
Increase in cost of operations relating to facilities achieving commercial operations
|
|
$
|
2,602
|
|
|
$
|
—
|
|
|
$
|
2,602
|
|
Increase in cost of operations relating to acquisitions of renewable energy facilities from SunEdison and unaffiliated third parties
|
|
16,420
|
|
|
40,461
|
|
|
56,881
|
|
|||
Existing renewable energy facility cost of operations
|
|
355
|
|
|
—
|
|
|
355
|
|
|||
|
|
$
|
19,377
|
|
|
$
|
40,461
|
|
|
$
|
59,838
|
|
(In thousands)
|
|
Solar
|
|
Wind
|
|
Total
|
||||||
Increase in cost of operations - affiliate relating to facilities achieving commercial operations
|
|
$
|
3,249
|
|
|
$
|
—
|
|
|
$
|
3,249
|
|
Increase in cost of operations - affiliate relating to acquisitions of renewable energy facilities from SunEdison and unaffiliated third parties
|
|
6,156
|
|
|
1,972
|
|
|
8,128
|
|
|||
Existing renewable energy facility cost of operations - affiliate
|
|
475
|
|
|
—
|
|
|
475
|
|
|||
|
|
$
|
9,880
|
|
|
$
|
1,972
|
|
|
$
|
11,852
|
|
|
|
Year Ended December 31,
|
|
|
||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
Change
|
||||||
General and administrative expenses:
|
|
|
|
|
|
|
||||||
Solar
|
|
$
|
17,564
|
|
|
$
|
14,566
|
|
|
$
|
2,998
|
|
Wind
|
|
2,019
|
|
|
—
|
|
|
2,019
|
|
|||
Corporate
|
|
36,228
|
|
|
6,418
|
|
|
29,810
|
|
|||
General and administrative expenses - affiliate:
|
|
|
|
|
|
|
||||||
Corporate
|
|
55,330
|
|
|
19,144
|
|
|
36,186
|
|
|||
Total general and administrative expenses
|
|
$
|
111,141
|
|
|
$
|
40,128
|
|
|
$
|
71,013
|
|
(In thousands)
|
|
General and administrative expenses
|
|
General and administrative expenses - affiliate
|
||||
Increase due to stock-based compensation expense
|
|
$
|
7,338
|
|
|
$
|
—
|
|
Increased project-level costs related to owning additional renewable energy facilities
|
|
3,489
|
|
|
—
|
|
||
Increase due to Eastern Maine Electric Cooperative litigation reserve
|
|
14,000
|
|
|
—
|
|
||
Increase due to LAP settlement
|
|
10,000
|
|
|
—
|
|
||
Increased corporate costs due to growth and additional costs related to being a public company
|
|
—
|
|
|
36,186
|
|
||
Total change
|
|
$
|
34,827
|
|
|
$
|
36,186
|
|
(In thousands)
|
|
Solar
1
|
|
Wind
|
|
Total
|
||||||
Increases in depreciation, accretion and amortization expense relating to facilities achieving commercial operations
|
|
$
|
16,902
|
|
|
$
|
—
|
|
|
$
|
16,902
|
|
Increases in depreciation, accretion and amortization expense relating to acquisitions of renewable energy facilities from SunEdison and unaffiliated third parties
|
|
58,122
|
|
|
43,392
|
|
|
101,514
|
|
|||
Increases in depreciation, accretion and amortization expense relating to existing renewable energy facility revenue
|
|
1,614
|
|
|
—
|
|
|
1,614
|
|
|||
|
|
$
|
76,638
|
|
|
$
|
43,392
|
|
|
$
|
120,030
|
|
(1)
|
Includes $0.2 million increase of Corporate depreciation, accretion and amortization expense.
|
|
|
Year Ended December 31,
|
|
|
||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
Change
|
||||||
Corporate-level
|
|
$
|
89,463
|
|
|
$
|
30,172
|
|
|
$
|
59,291
|
|
Non-recourse:
|
|
|
|
|
|
|
||||||
Solar
|
|
71,351
|
|
|
56,019
|
|
|
15,332
|
|
|||
Wind
|
|
6,991
|
|
|
—
|
|
|
6,991
|
|
|||
Total interest expense, net
|
|
$
|
167,805
|
|
|
$
|
86,191
|
|
|
$
|
81,614
|
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Term Loan extinguishment and related fees
|
|
$
|
12,320
|
|
|
$
|
—
|
|
Revolver
|
|
1,306
|
|
|
—
|
|
||
First Wind
|
|
6,412
|
|
|
—
|
|
||
Duke Energy operating facility
|
|
(11,386
|
)
|
|
—
|
|
||
U.K. Refinancing
|
|
7,504
|
|
|
—
|
|
||
U.S. Projects 2009-2013
|
|
—
|
|
|
2,459
|
|
||
Alamosa
|
|
—
|
|
|
1,945
|
|
||
Stonehenge Operating
|
|
—
|
|
|
3,797
|
|
||
SunE Solar Fund X
|
|
—
|
|
|
(15,836
|
)
|
||
Total net loss (gain) on extinguishment of debt
|
|
$
|
16,156
|
|
|
$
|
(7,635
|
)
|
|
|
Year Ended December 31,
|
|
|
||||||||
(In thousands, other than MW data)
|
|
2014
|
|
2013
|
|
Change
|
||||||
Energy:
|
|
|
|
|
|
|
||||||
Solar
|
|
$
|
92,436
|
|
|
$
|
10,175
|
|
|
$
|
82,261
|
|
Wind
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Incentives:
|
|
|
|
|
|
|
||||||
Solar
|
|
34,720
|
|
|
8,541
|
|
|
26,179
|
|
|||
Wind
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total operating revenues, net
|
|
$
|
127,156
|
|
|
$
|
18,716
|
|
|
$
|
108,440
|
|
|
|
|
|
|
|
|
||||||
GWh sold
|
|
722.4
|
|
|
60.2
|
|
|
|
||||
Net nameplate capacity (MW)
1
|
|
928.1
|
|
|
57.2
|
|
|
|
(1)
|
Operational at the end of the period.
|
(In thousands)
|
|
Solar
|
|
Wind
|
|
Total
|
||||||
Increase in energy revenues from facilities achieving commercial operations
|
|
$
|
32,420
|
|
|
$
|
—
|
|
|
$
|
32,420
|
|
Increase in energy revenues from acquisitions of renewable energy facilities from SunEdison and unaffiliated third parties
|
|
53,880
|
|
|
—
|
|
|
53,880
|
|
|||
Amortization of revenue contracts
|
|
(4,190
|
)
|
|
—
|
|
|
(4,190
|
)
|
|||
Existing renewable energy facility energy revenue
|
|
151
|
|
|
—
|
|
|
151
|
|
|||
|
|
$
|
82,261
|
|
|
$
|
—
|
|
|
$
|
82,261
|
|
(In thousands)
|
|
Solar
|
|
Wind
|
|
Total
|
||||||
Increase in incentive revenues from facilities achieving commercial operations
|
|
$
|
9,876
|
|
|
$
|
—
|
|
|
$
|
9,876
|
|
Increase in incentive revenues from acquisitions of renewable energy facilities from SunEdison and unaffiliated third parties
|
|
16,254
|
|
|
—
|
|
|
16,254
|
|
|||
Existing renewable energy facility incentive revenue
|
|
49
|
|
|
—
|
|
|
49
|
|
|||
|
|
$
|
26,179
|
|
|
$
|
—
|
|
|
$
|
26,179
|
|
|
|
Year Ended December 31,
|
|
|
||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
Change
|
||||||
Cost of operations:
|
|
|
|
|
|
|
||||||
Solar
|
|
$
|
10,630
|
|
|
$
|
1,112
|
|
|
$
|
9,518
|
|
Wind
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cost of operations - affiliate:
|
|
|
|
|
|
|
||||||
Solar
|
|
8,063
|
|
|
1,068
|
|
|
6,995
|
|
|||
Wind
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total cost of operations
|
|
$
|
18,693
|
|
|
$
|
2,180
|
|
|
$
|
16,513
|
|
(In thousands)
|
|
Solar
|
|
Wind
|
|
Total
|
||||||
Increase in cost of operations relating to facilities achieving commercial operations
|
|
$
|
5,016
|
|
|
$
|
—
|
|
|
$
|
5,016
|
|
Increase in cost of operations relating to acquisitions of renewable energy facilities from SunEdison and unaffiliated third parties
|
|
4,098
|
|
|
—
|
|
|
4,098
|
|
|||
Existing renewable energy facility cost of operations
|
|
404
|
|
|
—
|
|
|
404
|
|
|||
|
|
$
|
9,518
|
|
|
$
|
—
|
|
|
$
|
9,518
|
|
(In thousands)
|
|
Solar
|
|
Wind
|
|
Total
|
||||||
Increase in cost of operations - affiliate relating to facilities achieving commercial operations
|
|
$
|
3,141
|
|
|
$
|
—
|
|
|
$
|
3,141
|
|
Increase in cost of operations - affiliate relating to acquisitions of renewable energy facilities from SunEdison and unaffiliated third parties
|
|
4,057
|
|
|
—
|
|
|
4,057
|
|
|||
Existing renewable energy facility cost of operations - affiliate
|
|
(203
|
)
|
|
—
|
|
|
(203
|
)
|
|||
|
|
$
|
6,995
|
|
|
$
|
—
|
|
|
$
|
6,995
|
|
|
|
Year ended December 31,
|
|
|
||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
Change
|
||||||
General and administrative expenses:
|
|
|
|
|
|
|
||||||
Solar
|
|
$
|
14,566
|
|
|
$
|
289
|
|
|
$
|
14,277
|
|
Wind
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
|
6,418
|
|
|
—
|
|
|
6,418
|
|
|||
General and administrative expenses - affiliate:
|
|
|
|
|
|
|
||||||
Corporate
|
|
19,144
|
|
|
5,158
|
|
|
13,986
|
|
|||
Total general and administrative expenses
|
|
$
|
40,128
|
|
|
$
|
5,447
|
|
|
$
|
34,681
|
|
(In thousands)
|
|
General and administrative
|
|
General and administrative - affiliate
|
||||
Increase due to stock-based compensation expense
|
|
$
|
5,787
|
|
|
$
|
—
|
|
Increased project-level costs related to owning additional renewable energy facilities
|
|
11,828
|
|
|
—
|
|
||
Increased corporate costs due to growth and additional costs related to being a public company
|
|
3,080
|
|
|
13,986
|
|
||
Total change
|
|
$
|
20,695
|
|
|
$
|
13,986
|
|
(In thousands)
|
|
Solar
|
|
Wind
|
|
Total
|
||||||
Increases in depreciation, accretion and amortization expense relating to facilities achieving commercial operations
|
|
$
|
15,633
|
|
|
$
|
—
|
|
|
$
|
15,633
|
|
Increases in depreciation, accretion and amortization expense relating to acquisitions of renewable energy facilities from SunEdison and unaffiliated third parties
|
|
20,372
|
|
|
—
|
|
|
20,372
|
|
|||
Decreases in depreciation, accretion and amortization expense relating to existing renewable energy facility revenue
|
|
(456
|
)
|
|
—
|
|
|
(456
|
)
|
|||
|
|
$
|
35,549
|
|
|
$
|
—
|
|
|
$
|
35,549
|
|
|
|
Year ended December 31,
|
|
|
||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
Change
|
||||||
Corporate-level
|
|
$
|
30,172
|
|
|
$
|
—
|
|
|
$
|
30,172
|
|
Non-recourse:
|
|
|
|
|
|
|
||||||
Solar
|
|
56,019
|
|
|
8,129
|
|
|
47,890
|
|
|||
Wind
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total interest expense, net
|
|
$
|
86,191
|
|
|
$
|
8,129
|
|
|
$
|
78,062
|
|
(In thousands)
|
|
Year Ended December 31, 2014
|
||
U.S. Projects 2009-2013
|
|
$
|
2,459
|
|
Alamosa
|
|
1,945
|
|
|
Stonehenge Operating
|
|
3,797
|
|
|
SunE Solar Fund X
|
|
(15,836
|
)
|
|
Total net gain on extinguishment of debt
|
|
$
|
(7,635
|
)
|
|
|
As of December 31,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Unrestricted corporate cash
|
|
$
|
521,075
|
|
|
$
|
450,705
|
|
Project-level distributable cash
|
|
24,403
|
|
|
5,848
|
|
||
Revolver availability
|
|
2,569
|
|
|
215,000
|
|
||
Total corporate liquidity
|
|
548,047
|
|
|
671,553
|
|
||
Project-level unrestricted cash
|
|
81,117
|
|
|
12,001
|
|
||
Total liquidity
|
|
$
|
629,164
|
|
|
$
|
683,554
|
|
(In thousands)
|
|
2016
1
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Maturities of long-term debt and financing lease obligations
2
|
|
$
|
133,895
|
|
|
$
|
107,388
|
|
|
$
|
130,134
|
|
|
$
|
581,400
|
|
|
$
|
737,040
|
|
|
$
|
2,913,076
|
|
|
$
|
4,602,933
|
|
(1)
|
The amount of long-term debt due in 2016 includes
$14.5 million
of construction debt for the utility-scale Call Right Projects located in the United States acquired in 2015 from SunEdison which was repaid by SunEdison during the first quarter of 2016. Also includes $30.0 million of Revolver indebtedness that was paid during the fourth quarter of 2016 as discussed above.
|
(2)
|
Represents the contractual principal payment due dates for our long-term debt and financing lease obligations and does not reflect the reclassification of $1.9 billion of long-term debt to current as a result of debt defaults under most of our non-recourse financing arrangements as further discussed in
Note
10
. Long-term Debt
to our consolidated financial statements.
|
(In thousands)
|
|
Year Ended December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
|||||||
Net cash provided by operating activities
|
|
$
|
124,260
|
|
|
$
|
84,227
|
|
|
$
|
40,033
|
|
Net cash used in investing activities
|
|
(3,172,411
|
)
|
|
(1,799,636
|
)
|
|
(1,372,775
|
)
|
|||
Net cash provided by financing activities
|
|
3,208,593
|
|
|
2,183,091
|
|
|
1,025,502
|
|
(In thousands)
|
|
Year Ended December 31,
|
|
|
||||||||
|
2014
|
|
2013
|
|
Change
|
|||||||
Net cash provided by (used in) operating activities
|
|
$
|
84,227
|
|
|
$
|
(7,852
|
)
|
|
$
|
92,079
|
|
Net cash used in investing activities
|
|
(1,799,636
|
)
|
|
(269,238
|
)
|
|
(1,530,398
|
)
|
|||
Net cash provided by financing activities
|
|
2,183,091
|
|
|
278,131
|
|
|
1,904,960
|
|
|
|
Payment due by Period
|
||||||||||||||||||||||||||
Contractual Cash Obligations (in thousands)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt (principal)
1
|
|
$
|
123,927
|
|
|
$
|
98,269
|
|
|
$
|
120,882
|
|
|
$
|
562,432
|
|
|
$
|
727,720
|
|
|
$
|
2,833,109
|
|
|
$
|
4,466,339
|
|
Long-term debt (interest)
2
|
|
227,674
|
|
|
224,641
|
|
|
219,388
|
|
|
183,976
|
|
|
161,398
|
|
|
724,376
|
|
|
1,741,453
|
|
|||||||
Financing lease obligations
3
|
|
9,968
|
|
|
9,119
|
|
|
9,252
|
|
|
18,968
|
|
|
9,320
|
|
|
79,967
|
|
|
136,594
|
|
|||||||
Purchase obligations
4
|
|
63,647
|
|
|
65,415
|
|
|
66,831
|
|
|
68,364
|
|
|
59,268
|
|
|
579,028
|
|
|
902,553
|
|
|||||||
Renewable energy facilities from SunEdison
|
|
257,837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257,837
|
|
|||||||
Purchase of renewable energy facilities from third parties
|
|
62,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,795
|
|
|||||||
Management services agreement
|
|
7,000
|
|
|
9,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,000
|
|
|||||||
Total contractual obligations
|
|
$
|
752,848
|
|
|
$
|
406,444
|
|
|
$
|
416,353
|
|
|
$
|
833,740
|
|
|
$
|
957,706
|
|
|
$
|
4,216,480
|
|
|
$
|
7,583,571
|
|
(1)
|
Represents the contractual principal payment due dates for our long-term debt and does not reflect the reclassification of $1.8 billion of long-term debt to current as a result of debt defaults under most of our non-recourse financing arrangements as further discussed in
Note
10
. Long-term Debt
to our consolidated financial statements. The 2016 amount includes $30.0 million of Revolver indebtedness that was paid during the fourth quarter of 2016 as further discussed in
Note
10
. Long-term Debt
to our consolidated financial statements.
|
(2)
|
Includes fixed rate interest and variable rate interest using
December 31, 2015
rates.
|
(3)
|
Represents the minimum lease payment due dates for our financing lease obligations and does not reflect the reclassification of $99.1 million of financing lease obligations to current as a result of debt defaults under most of our non-recourse financing arrangements as further discussed in
Note 19. Long-term Debt
to our consolidated financial statements.
|
(4)
|
Consists primarily of contractual payments due for operation and maintenance services, asset management services, and operating leases.
|
•
|
The amount of purchase price allocated to the various tangible and intangible assets, liabilities, and non-controlling interests on our balance sheet;
|
•
|
The amounts allocated to the value of favorable and unfavorable rate PPAs and REC agreements are amortized to revenue over the remaining non-cancelable terms of the respective arrangement. The amounts allocated to all other tangible and intangible assets are amortized to depreciation or amortization expense; and
|
•
|
The period of time over which tangible and intangible assets are depreciated or amortized varies, and thus, changes in the amounts allocated to these assets will have a direct impact on our results of operations. Intangible assets are generally amortized over the remaining respective life of the revenue contract, which normally range from
10
to
25
|
•
|
The Company did not have effective Board oversight and management monitoring activities over the information technology system development and implementation of financial reporting processes and internal controls established by the parent company service provider;
|
•
|
The Company did not have a sufficient number of trained resources with assigned responsibility and accountability for financial reporting processes and the design and effective operation of internal controls conducted by the parent company service provider;
|
•
|
The Company did not have an effective risk assessment process that identified and assessed necessary changes in generally accepted accounting principles, financial reporting processes and internal controls, in response to risks of fraud and error impacted by changes in the business model resulting from rapid growth from acquisitions, changes in information systems, changes at SunEdison, and transition of key personnel;
|
•
|
The Company did not have effective information and communication processes that ensured appropriate and accurate information was available to financial reporting personnel on a timely basis in order that they could fulfill their roles and responsibilities; and
|
•
|
The Company did not have effective monitoring activities in place to assess whether the components of internal control were present and functioning.
|
•
|
The Company did not have effective general information technology controls (GITCs), specifically, system development, program change, and access GITCs over the consolidation and Solar segment operating systems, databases, and IT applications. Also, the Company did not have effective access controls over the Wind Segment operating system,
|
•
|
The Company did not have effective controls over the completeness, existence, and accuracy of revenues, specifically, process level controls over the price and quantity inputs to revenue and accounts receivable transactions were not adequately designed and performed.
|
•
|
The Company did not have effective operation of reconciliation controls over the completeness, existence and accuracy of various balance sheet accounts. Specifically, the reconciliation controls did not adequately investigate, resolve and correct reconciling items on a timely basis.
|
•
|
The Company did not have effective controls over the completeness, existence and accuracy of allocated general and administrative expenses including payroll and other costs shared with SunEdison.
|
•
|
The Company did not have effective controls over the completeness, existence and accuracy of the transfer of historical costs related to renewable energy facilities acquired from SunEdison.
|
•
|
The Company did not have effective controls over the completeness and presentation of restricted cash. Specifically, the Company’s policies and procedures to record restricted cash were not applied consistently across accounts.
|
•
|
The Company did not have effective controls over the completeness and accuracy of information used in goodwill impairment, business combinations, hypothetical liquidation of book value, debt covenant compliance and going concern processes.
|
Name
|
|
Age
|
|
Position
|
Peter Blackmore
|
|
69
|
|
Interim Chief Executive Officer, Director and Chairman
|
Rebecca Cranna
|
|
46
|
|
Executive Vice President and Chief Financial Officer
|
Sebastian Deschler
|
|
45
|
|
Senior Vice President, General Counsel and Secretary
|
Thomas Studebaker
|
|
38
|
|
Chief Operating Officer
|
David Rawden
|
|
59
|
|
Interim Chief Accounting Officer
|
David Ringhofer
|
|
36
|
|
Director
|
Gregory Scallen
|
|
46
|
|
Director
|
Hanif “Wally” Dahya
|
|
61
|
|
Director
|
Christopher Compton
|
|
66
|
|
Director
|
John Stark
|
|
65
|
|
Director
|
David Springer
|
|
48
|
|
Director
|
Kerri L. Fox
|
|
48
|
|
Director
|
Edward "Ned" Hall
|
|
57
|
|
Director
|
Marc S. Rosenberg
|
|
58
|
|
Director
|
Name
|
Audit
|
|
Corporate Governance & Conflicts
|
Ahmad Chatila
1
|
—
|
|
—
|
Peter Blackmore
2
|
—
|
|
—
|
Brian Wuebbels
4
|
—
|
|
—
|
Carlos Domenech Zornoza
4
|
—
|
|
—
|
Hanif “Wally” Dahya
|
Chairperson
|
|
Member
|
Steven Tesoriere
4
|
—
|
|
—
|
Martin Truong
5
|
—
|
|
—
|
Mark Lerdal
4
|
Member
|
|
Member
|
Francisco “Pancho” Perez Gundin
4
|
—
|
|
—
|
Mark Florian
4
|
—
|
|
—
|
Christopher Compton
|
Member
|
|
Member
|
John Stark
|
Member
|
|
Chairperson
|
Total meetings held in fiscal year 2015
|
13
|
|
42
|
1.
|
Effective May 26, 2016, Mr. Chatila resigned from his position as director on our board of directors.
|
2.
|
Mr. Blackmore ceased to be a member of the Corporate Governance & Conflicts committee upon his appointment as Interim Chief Executive Officer on April 21, 2016
|
3.
|
Effective March 30, 2016, Mr. Wuebbels resigned as our President and Chief Executive Officer. Mr. Wuebbels also resigned from his position as director on our board of directors.
|
4.
|
These board members served during part of the period covered by the Company’s Annual Report on Form 10-K, but were no longer serving on our board of directors at the end of the 2015 fiscal year.
|
5.
|
Effective August 30, 2016, Mr. Truong resigned from his position as director on our board of directors.
|
•
|
$50,000 annual board of directors cash retainer;
|
•
|
$20,000 additional cash retainer for the chairman of the Audit Committee;
|
•
|
$7,500 additional cash retainer for each member of the Audit Committee;
|
•
|
$12,500 additional cash retainer for the chairman of the Corporate Governance and Conflicts Committee; and $5,000 additional cash retainer for each member of the Corporate Governance and Conflicts Committee.
|
Name
|
Fees Earned or
Paid in Cash($)(1)
|
|
Stock
Award (2)
|
|
Option
Awards ($)
|
|
Total ($)
|
|||
Hanif “Wally” Dahya
|
150,000
|
|
|
150,442
|
|
|
—
|
|
300,442
|
|
Mark Lerdal
|
125,000
|
|
|
150,442
|
|
|
—
|
|
275,442
|
|
Mark Florian
|
125,000
|
|
|
150,442
|
|
|
—
|
|
275,442
|
|
Peter Blackmore
|
32,192
|
|
|
104,076
|
|
|
—
|
|
136,268
|
|
Christopher Compton
|
32,192
|
|
|
104,076
|
|
|
—
|
|
136,268
|
|
John Stark
|
32,192
|
|
|
104,076
|
|
|
—
|
|
136,268
|
|
(1)
|
The amount for Mr. Dahya reflects $75,000 paid on April 15, 2015 for 2014 fees and $75,000 paid on June 2, 2015 for 2015 fees, The amount for Mr. Lerdal reflects $62,500 paid on April 15, 2015 for 2014 fees and $62,500 paid on June 2, 2015 for 2015 fees, The amount for Mr. Florian reflects $62,500 paid on April 15, 2015 for 2014 fees and $62,500 paid on June 2, 2015 for 2015 fees. The amounts for Messrs. Blackmore, Compton and Stark reflect pro rata annual fees for 2015.
|
(2)
|
This amount represents the aggregate grant date fair value of the RSUs granted to each director, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation ("FASB ASC Topic 718") and determined by multiplying the number of RSUs granted by the fair market value of the Company's common stock on the grant date.
|
Name
|
|
Stock Awards Number of Shares or Units of Stock That Have Not Vested
|
|
Option Awards Number of Securities Underlying Unexercised Options
|
|
Hanif “Wally” Dahya
|
|
8,900
|
|
|
—
|
Mark Lerdal
|
|
—
|
|
|
—
|
Mark Florian
|
|
—
|
|
|
—
|
Peter Blackmore
|
|
8,400
|
|
|
—
|
Christopher Compton
|
|
8,400
|
|
|
—
|
John Stark
|
|
8,400
|
|
|
—
|
Name and Principal Positions as of 12/31/2015
|
|
Year
|
|
Salary ($)(1)
|
|
Bonus ($)
|
|
Stock Awards ($)(2)
|
|
Option Awards ($)(2)
|
|
Non-Equity Incentive Plan Compensation ($) (3)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
|
|
All Other Compensation ($)
|
|
Total ($)
|
||||||||
Carlos Domenech Zornoza
(9)(11)
|
|
2015
|
|
476,301
|
|
|
—
|
|
|
166,759
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
23,779
|
|
(4)
|
666,839
|
|
President and Chief Executive Officer
|
|
2014
|
|
500,000
|
|
|
—
|
|
|
1,032,793
|
|
(5)
|
—
|
|
|
750,000
|
|
|
—
|
|
|
275,126
|
|
(6)
|
2,557,919
|
|
Brian Wuebbels
(8)(9)
|
|
2015
|
|
489,655
|
|
|
—
|
|
|
3,440,373
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
(4)
|
3,965,028
|
|
President and Chief Executive Officer
|
|
2014
|
|
455,000
|
|
|
—
|
|
|
1,908,000
|
|
(5)
|
—
|
|
|
682,500
|
|
|
—
|
|
|
16,043
|
|
(4)
|
3,061,543
|
|
Francisco "Pancho" Perez Gundin
(10)
|
|
2015
|
|
477,699
|
|
|
—
|
|
|
111,173
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
26,052
|
|
(4)
|
614,924
|
|
Executive Vice President & Chief Operating Officer
|
|
2014
|
|
249,764
|
|
|
—
|
|
|
910,293
|
|
(5)
|
—
|
|
|
639,000
|
|
|
—
|
|
|
328
|
|
(4)
|
1,799,385
|
|
Alejandro Hernandez (
9
)
(12)
|
|
2015
|
|
399,452
|
|
|
—
|
|
|
798,423
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,146,425
|
|
(7)
|
2,344,300
|
|
Executive Vice President & Chief Financial Officer
|
|
2014
|
|
115,890
|
|
|
—
|
|
|
7,327,500
|
|
(5)
|
1,702,458
|
|
|
450,000
|
|
|
—
|
|
|
2,077
|
|
(4)
|
9,597,925
|
|
Rebecca Cranna
(9)
|
|
2015
|
|
328,713
|
|
|
—
|
|
|
1,296,119
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
15,484
|
|
(4)
|
1,640,316
|
|
Senior Vice President and Chief Financial Officer
|
|
2014
|
|
108,630
|
|
|
—
|
|
|
4,333,150
|
|
(5)
|
—
|
|
|
64,288
|
|
|
—
|
|
|
2,000
|
|
(4)
|
4,508,068
|
|
Kevin Lapidus
(13)
|
|
2015
|
|
349,799
|
|
|
—
|
|
|
437,811
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
34,081
|
|
(4)
|
821,691
|
|
Senior Vice President of Corporate Development and M&A
|
|
2014
|
|
349,799
|
|
|
—
|
|
|
411,276
|
|
(5)
|
—
|
|
|
524,700
|
|
|
—
|
|
|
16,120
|
|
(4)
|
1,301,895
|
|
Sebastian Deschler
|
|
2015
|
|
287,038
|
|
|
—
|
|
|
309,168
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
20,030
|
|
(4)
|
616,236
|
|
Senior Vice President, General Counsel and Secretary
|
|
2014
|
|
256,667
|
|
|
—
|
|
|
94,453
|
|
(5)
|
—
|
|
|
175,560
|
|
|
—
|
|
|
11,502
|
|
(4)
|
538,182
|
|
(1)
|
Amounts shown include (a) cash compensation earned and received, (b) cash compensation earned but deferred at the election of the executive officer under the SunEdison Retirement Savings Plan and (c) cash received in exchange for earned but unused paid time off.
|
(2)
|
All option awards reflected in the table are non-qualified stock options and all stock awards reflected in the table are Restricted Stock Units or Restricted Stock Awards, in each case, issued under the SunEdison, Inc. 2010 Amended and Restated Equity Incentive Plan, the SunEdison, Inc. 2015 Long-Term Incentive Plan, the TerraForm Power, Inc. 2014 Second Amended and Restated Long-Term Incentive Plan or the TerraForm Global, Inc. 2014 Long-Term Incentive Plan. The dollar amounts shown for stock awards and option awards represent the aggregate grant date fair value with respect to fiscal 2015 and fiscal 2014 in accordance with the applicable Accounting Standard Codification 718, Stock Compensation, excluding the effect of forfeitures related to service-based conditions. These amounts do not reflect whether the named executive officers have actually realized or will realize a financial benefit from the awards. For information on the assumptions used to calculate the value of the awards, refer to Note 2 to consolidated financial statements in this annual report on Form 10-K.
|
(3)
|
These amounts were awarded for fiscal 2015 and 2014 under SunEdison, Inc. annual incentive plan for executive officers.
|
(4)
|
Amount shown is contribution by SunEdison to the SunEdison Retirement Savings Plan.
|
(5)
|
Represents shares granted under the SunEdison 2010 Amended and Restated Equity Incentive Plan, the TerraForm Power, Inc. Long-Term Incentive Plan and the Terraform Global, Inc. Long-Term Incentive Plan.
|
(6)
|
Amount includes $15,400 contributed by SunEdison to the SunEdison Retirement Savings Plan and $259,726 to pay for taxes on equity grants made under the TerraForm Power, Inc. 2014 Second Amended & Restated Long-Term Incentive Plan.
|
(7)
|
Amount includes contribution by SunEdison to the SunEdison Retirement Savings Plan of $18,253.00. Also included is $900,000.00 Severance, $200,000.00 Bonus, $19,020.00 Cobra and $9,152.00 for grossed Medicare taxes earned in connection with Mr. Hernandez's termination effective November 20, 2015. The Severance, Bonus, Cobra and Medicare tax benefit were paid in February 2016 by the Company and TerraForm Power, Inc.
|
(8)
|
Mr. Wuebbels resigned as President and Chief Executive Officer and Director of the Company on March 30, 2016.
|
(9)
|
These individuals split their time evenly between the Company and TerraForm Power, Inc. The cash compensation received by each of these individuals reflects the total cash compensation received for services provided to the Company and to TerraForm Global, Inc.
|
(10)
|
Effective January 14, 2016 Mr. Perez-Gundin was no longer available to serve as the Company's Executive Vice President and Chief Operating Officer pursuant to the management services agreement among the Company, certain of its affiliates and SunEdison.
|
(11)
|
Mr. Domenech was removed as President and Chief Executive Officer and Director of the Company effective November 20, 2015.
|
(12)
|
Mr. Hernandez was removed as Executive Vice President and Chief Financial Officer of the Company effective November 20, 2015.
|
(13)
|
Mr. Lapidus resigned as Senior Vice President of Corporate Development and Mergers and Acquisitions effective December 1, 2015.
|
|
|
|
|
Estimated Future Payouts Under
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
|
All Other Option Awards: Number of Securities Underlying Options (#)
|
|
Exercise or Base Price of Option Awards ($/Sh)
|
|
Grant Date Fair Value of Stock and Option Awards ($)
|
|||||||||||
|
|
|
|
Non-equity Incentive Plan Awards ($)
|
|
|
|
|
|||||||||||||||
Name
|
|
Grant Date
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
|
|
|
|||||||||||
Carlos Domenech Zornoza
|
|
3/31/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
804,821
|
|
(6)
|
—
|
|
|
—
|
|
|
166,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
166,759
|
|
||||||
Brian Wuebbels
|
|
3/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,000
|
|
(5)
|
—
|
|
|
—
|
|
|
273,200
|
|
|
|
3/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,000
|
|
(2)
|
—
|
|
|
—
|
|
|
1,092,800
|
|
|
|
3/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,000
|
|
(3)
|
—
|
|
|
—
|
|
|
266,040
|
|
|
|
3/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,000
|
|
(1)
|
—
|
|
|
—
|
|
|
1,064,160
|
|
|
|
3/31/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
536,547
|
|
(6)
|
—
|
|
|
—
|
|
|
111,173
|
|
|
|
12/23/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
(5)
|
—
|
|
|
—
|
|
|
633,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,440,373
|
|
||||||
Francisco "Pancho" Perez Gundin
|
|
3/31/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
536,547
|
|
(6)
|
—
|
|
|
—
|
|
|
111,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,173
|
|
||||||
Alejandro Hernandez
|
|
3/31/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
536,547
|
|
(6)
|
—
|
|
|
—
|
|
|
111,173
|
|
|
|
10/9/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
(7)
|
—
|
|
|
—
|
|
|
204,750
|
|
|
|
10/16/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
(2)
|
—
|
|
|
—
|
|
|
482,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
798,423
|
|
||||||
Rebecca Cranna
|
|
3/2/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
(3)
|
—
|
|
|
—
|
|
|
22,760
|
|
|
|
3/2/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
(1)
|
—
|
|
|
—
|
|
|
91,040
|
|
|
|
3/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
680
|
|
(5)
|
—
|
|
|
—
|
|
|
23,225
|
|
|
|
3/10/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,720
|
|
(2)
|
—
|
|
|
—
|
|
|
92,902
|
|
|
|
3/31/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,424
|
|
(6)
|
—
|
|
|
—
|
|
|
18,529
|
|
|
|
10/15/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
(4)
|
—
|
|
|
—
|
|
|
232,250
|
|
|
|
12/22/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
(5)
|
—
|
|
|
—
|
|
|
223,020
|
|
|
|
12/22/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,000
|
|
(4)
|
—
|
|
|
—
|
|
|
430,110
|
|
|
|
12/23/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
(6)
|
—
|
|
|
—
|
|
|
162,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,296,136
|
|
||||||
Kevin Lapidus
|
|
3/31/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143,080
|
|
(6)
|
—
|
|
|
—
|
|
|
29,646
|
|
|
|
12/22/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,000
|
|
(5)
|
—
|
|
|
—
|
|
|
111,510
|
|
|
|
12/22/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
(6)
|
—
|
|
|
—
|
|
|
81,600
|
|
|
|
12/22/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,500
|
|
(4)
|
—
|
|
|
—
|
|
|
215,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
437,811
|
|
||||||
Sebastian Deschler
|
|
3/31/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178,849
|
|
(6)
|
—
|
|
|
—
|
|
|
37,058
|
|
|
|
12/22/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,000
|
|
(5)
|
—
|
|
|
—
|
|
|
74,340
|
|
|
|
12/22/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
(6)
|
—
|
|
|
—
|
|
|
54,400
|
|
|
|
12/22/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,000
|
|
(4)
|
—
|
|
|
—
|
|
|
143,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
309,168
|
|
(1)
|
These restricted stock units are performance based made under the SunEdison, Inc. 2010 Amended & Restated Equity Incentive Plan.
|
(2)
|
These restricted stock units are performance based grants made under the TerraForm Power, Inc. 2014 Second Amended & Restated Long-Term Incentive Plan.
|
(3)
|
Represents grants made under the SunEdison, Inc. 2010 Amended and Restated Equity Incentive Plan.
|
(4)
|
Represents grants made under the SunEdison, Inc. 2015 Long-Term Incentive Plan.
|
(5)
|
Represents grants made under the TerraForm Power, Inc. 2014 Long-Term Incentive Plan.
|
(6)
|
Represents grants made under the Terraform Global, Inc. 2014 Long-Term Incentive Plan.
|
(7)
|
These restricted stock units are performance based grants made under the TerraForm Global, Inc. 2014 Long-Term Incentive Plan.
|
|
|
Option Awards
|
|
|
|
Stock Awards
|
||||||||||||||||||||||||
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
|
|
|
|
|
|
Number of Shares or Units That Have Not Vested (#)
|
|
Market Value of Shares or Units That Have Not Vested ($)(1)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
||||||||||
Name
|
|
|
|
|
Option Exercise Price ($)
|
|
Option Expiration Date (19)
|
|
Grant Date of Stock Award
|
|
|
|
|
|||||||||||||||||
Carlos Domenech Zornoza
|
|
193,700
|
|
|
—
|
|
|
—
|
|
|
11.63
|
|
|
2/18/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
136,125
|
|
|
—
|
|
|
—
|
|
|
3.45
|
|
|
2/18/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Brian Wuebbels
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
55.74
|
|
|
8/13/2017
|
|
|
4/25/2012
|
|
|
1,563
|
|
(6)
|
7,956
|
|
|
—
|
|
|
—
|
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
55.74
|
|
|
8/13/2017
|
|
|
5/16/2012
|
|
|
12,500
|
|
(3)
|
63,625
|
|
|
—
|
|
|
—
|
|
|
|
2,500
|
|
|
—
|
|
|
—
|
|
|
69.84
|
|
|
1/23/2018
|
|
|
5/2/2014
|
|
|
120,000
|
|
(5)
|
610,800
|
|
|
—
|
|
|
—
|
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
51.63
|
|
|
7/22/2018
|
|
|
3/10/2015
|
|
|
12,000
|
|
(3)
|
61,080
|
|
|
—
|
|
|
—
|
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
15.99
|
|
|
4/20/2020
|
|
|
3/10/2015
|
|
|
48,000
|
|
(8)
|
244,320
|
|
|
—
|
|
|
—
|
|
|
|
16,000
|
|
|
—
|
|
|
—
|
|
|
11.63
|
|
|
4/27/2021
|
|
|
3/10/2015
|
|
|
8,000
|
|
(7)
|
100,640
|
|
|
—
|
|
|
—
|
|
|
|
3,125
|
|
|
3,125
|
|
(2)
|
—
|
|
|
3.45
|
|
|
4/25/2022
|
|
|
3/10/2015
|
|
|
32,000
|
|
(9)
|
402,560
|
|
|
—
|
|
|
—
|
|
|
|
75,000
|
|
|
75,000
|
|
(2)
|
—
|
|
|
2.13
|
|
|
5/16/2022
|
|
|
3/31/2015
|
|
|
536,547
|
|
(10)
|
2,999,298
|
|
|
—
|
|
|
—
|
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
1.76
|
|
|
7/24/2022
|
|
|
12/23/2015
|
|
|
50,000
|
|
(11)
|
629,000
|
|
|
—
|
|
|
—
|
|
|
|
98,667
|
|
|
—
|
|
|
—
|
|
|
3.27
|
|
|
9/18/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
9.58
|
|
|
7/18/2023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Francisco "Pancho" Perez Gundin
|
|
3,000
|
|
|
3,000
|
|
|
—
|
|
|
3.45
|
|
|
4/14/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
33,333
|
|
|
—
|
|
|
—
|
|
|
1.76
|
|
|
4/14/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5,334
|
|
|
—
|
|
|
—
|
|
|
2.77
|
|
|
4/14/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5,556
|
|
|
—
|
|
|
—
|
|
|
2.77
|
|
|
4/14/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
41,000
|
|
|
—
|
|
|
—
|
|
|
3.27
|
|
|
4/14/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
37,500
|
|
|
75,000
|
|
|
—
|
|
|
9.58
|
|
|
4/14/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Option Awards
|
|
|
|
Stock Awards
|
||||||||||||||||||||||||
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
|
|
|
|
|
|
Number of Shares or Units That Have Not Vested (#)
|
|
Market Value of Shares or Units That Have Not Vested ($)(1)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
||||||||||
Name
|
|
|
|
|
Option Exercise Price ($)
|
|
Option Expiration Date (19)
|
|
Grant Date of Stock Award
|
|
|
|
|
|||||||||||||||||
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
13.64
|
|
|
4/14/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
11.63
|
|
|
4/14/2016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Rebecca Cranna
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9/1/2014
|
|
|
16,500
|
|
(4)
|
83,985
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9/1/2014
|
|
|
90,000
|
|
(11)
|
1,132,200
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3/2/2015
|
|
|
1,000
|
|
(3)
|
5,090
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3/2/2015
|
|
|
4,000
|
|
(8)
|
20,360
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3/10/2015
|
|
|
680
|
|
(7)
|
8,554
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3/10/2015
|
|
|
2,720
|
|
(9)
|
34,218
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3/31/2015
|
|
|
89,424
|
|
(10)
|
499,880
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10/15/2015
|
|
|
25,000
|
|
(3)
|
127,250
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/22/2015
|
|
|
81,000
|
|
(13)
|
412,290
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/22/2015
|
|
|
18,000
|
|
(11)
|
226,440
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/23/2015
|
|
|
30,000
|
|
(12)
|
167,700
|
|
|
—
|
|
|
—
|
|
Kevin Lapidus
|
|
3,187
|
|
|
3,188
|
|
(2)
|
—
|
|
|
3.45
|
|
|
4/25/2022
|
|
|
4/25/2012
|
|
|
1,594
|
|
(3)
|
8,113
|
|
|
—
|
|
|
—
|
|
|
|
23,333
|
|
|
—
|
|
|
—
|
|
|
1.76
|
|
|
7/24/2022
|
|
|
1/31/2014
|
|
|
246,234
|
|
(15)
|
3,097,624
|
|
|
—
|
|
|
—
|
|
|
|
5,334
|
|
|
—
|
|
|
—
|
|
|
2.77
|
|
|
8/20/2019
|
|
|
5/2/2014
|
|
|
8,000
|
|
(14)
|
40,720
|
|
|
—
|
|
|
—
|
|
|
|
26,667
|
|
|
—
|
|
|
—
|
|
|
3.27
|
|
|
9/18/2022
|
|
|
9/26/2014
|
|
|
214,618
|
|
(10)
|
1,199,715
|
|
|
—
|
|
|
—
|
|
|
|
18,750
|
|
|
37,500
|
|
(2)
|
—
|
|
|
9.58
|
|
|
7/18/2023
|
|
|
3/31/2015
|
|
|
143,080
|
|
(10)
|
799,817
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/22/2015
|
|
|
15,000
|
|
(12)
|
83,850
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/22/2015
|
|
|
40,500
|
|
(13)
|
206,145
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/22/2015
|
|
|
9,000
|
|
(11)
|
113,220
|
|
|
—
|
|
|
—
|
|
Sebastian Deschler
|
|
667
|
|
|
—
|
|
|
—
|
|
|
2.77
|
|
|
8/20/2019
|
|
|
4/25/2012
|
|
|
1,250
|
|
(3)
|
6,363
|
|
|
—
|
|
|
—
|
|
|
|
1,001
|
|
|
—
|
|
|
—
|
|
|
2.77
|
|
|
8/20/2019
|
|
|
7/18/2013
|
|
|
3,750
|
|
(3)
|
19,088
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2,500
|
|
(2)
|
—
|
|
|
3.45
|
|
|
4/25/2022
|
|
|
1/31/2014
|
|
|
104,176
|
|
(15)
|
1,310,534
|
|
|
—
|
|
|
—
|
|
|
|
3,750
|
|
|
7,500
|
|
(2)
|
—
|
|
|
9.58
|
|
|
7/18/2023
|
|
|
3/31/2015
|
|
|
178,849
|
|
(10)
|
999,766
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/22/2015
|
|
|
10,000
|
|
(12)
|
55,900
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/22/2015
|
|
|
27,000
|
|
(13)
|
137,430
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/22/2015
|
|
|
6,000
|
|
(11)
|
75,480
|
|
|
—
|
|
|
—
|
|
(1)
|
Based on SunEdison’sclosing stock price on December 31, 2015 of $5.09, and on Terraform Power, Inc. closing stock price on December 31, 2015 of $12.58, and on Terraform Global, Inc. closing stock price on December 31, 2015 of $5.59.
|
(2)
|
Represents RSUs granted under the SunEdison, Inc. 2010 Equity Incentive Plan. These RSUs vest in increments of 25% over four years commencing on the first anniversary of the grant date.
|
(3)
|
Represents RSUs granted under the Amended and Restated SunEdison 2010 Equity Incentive Plan. These RSUs. vest in increments of 25% over four years commencing on the first anniversary of the grant date.
|
(4)
|
Represents RSUs granted under the SunEdison 2010 Equity Incentive Plan. These RSUs vest in increments of 33%, 33%, and 34% over three years commencing on the first anniversary of the grant date.
|
(5)
|
Represents RSUs granted under the Amended and Restated SunEdison 2010 Equity Incentive Plan. The RSUs granted under the Amended and Restated SunEdison 2010 Equity Incentive Plan vest, if at all, upon the achievement of certain performance criteria. If SunEdison’s stock price attains certain targets over the period ended June 30, 2016, that portion of the earned grant would vest at 50% on the grant date anniversary in 2017 and 50% on the grant date anniversary in 2018. If the stock price attained a set target from the period beginning July 1, 2016 until May 2, 2018, that portion of the earned grant would vest 50% on the grant date anniversary in 2017 and 50% on the grant date anniversary in 2018 or 100% in 2018 depending on the date the target is achieved.
|
(6)
|
Represents RSUs granted under the Amended and Restated SunEdison 2010 Equity Incentive Plan. The RSUs granted under the Amended and Restated 2010 Equity Incentive Plan vest in increments of 50% on the third and the fifth anniversaries of the grant date.
|
(7)
|
Represents RSUs granted under TerraForm Power, Inc. Long Term Investment Plan. These RSUs vest in increments of 25% over four years commencing on the first anniversary of the grant date..
|
(8)
|
Represents RSUs granted under Amended and Restated SunEdison 2010 Equity Incentive Plan. These RSUs are based on performance. There are three performance tiers, each tier represents 33 percent of the entire grant. The performance tiers are measured on the dividend per share (DPS) of TerraForm Power, Inc. Each of the performance tiers are based on TerraForm DPS targets, as predetermined and approved by SunEdison’s Compensation Committee. If certain performance goals are not achieved, the first, second and third performance tiers are forfeited in its entirety. If certain performance goals are met by the first quarter or 2016, 2017 and 2018, as measured by the last twelve months, the first, second and third tier will vest at 50%, 75% or 100%.
|
(9)
|
Represents RSUs granted under the 2014 TerraForm Power, Inc. Long-Term Incentive Plan. These RSUs are based on performance. There are three performance tiers, each tier represents 33 percent of the entire grant. The performance tiers are measured on the DPS of TerraForm Power, Inc. Each of the performance tiers are based on TerraForm DPS targets, as predetermined and approved by SunEdison’s Compensation Committee. If certain performance goals are not achieved, the first, second and third performance tiers are forfeited in its entirety. If certain performance goals are met by the first quarter or 2016, 2017 and 2018, as measured by the last twelve months, the first, second and third tier will vest at 50%, 75% or 100%.
|
(10)
|
Represents RSUs granted under the TerraForm Global, Inc. 2014 Long-Term Incentive Plan. These RSUs vest in increments of 25% over four years commencing on the first anniversary of August 5, 2016.
|
(11)
|
Represents RSUs granted under the 2014 TerraForm Power, Inc. Long-Term Incentive Plan. These RSUs vest in increments of 25% on the first and second anniversary of the grant date, and 50% on the third anniversary of the grant date.
|
(12)
|
Represents RSUs granted under the TerraForm Global, Inc. 2014 Long-Term Incentive Plan. These RSUs vest in increments of 25% on the first and second anniversary of the grant date, and 50% on the third anniversary of the grant date.
|
(13)
|
Represents RSUs granted under Amended and Restated SunEdison 2010 Equity Incentive Plan. These RSUs vest in increments of 25% on the first and second anniversary of the grant date, and 50% on the third anniversary of the grant date..
|
(14)
|
Represents RSUs granted under the 2014 TerraForm Power, Inc. Long-Term Incentive Plan. These RSUs vest in increments of 25% on September 15, 2015, 25% on September 8, 2016, and 50% on September 8, 2017. Pursuant to a separation agreement between the Company, TerraForm Power, Inc., SunEdison, Inc. and Mr. Hernandez, 93,750 RSUs previously awarded to Mr. Hernandez on September 29, 2014 by TerraForm Power, Inc. vested on Mr. Hernandez's termination date of November 20, 2015; however, the vested RSUs were not settled until January 2016. As part of the separation agreement, Mr. Hernandez forfeited his remaining 93,750 RSUs awarded by TerraForm Power, Inc. as of the termination date.
|
(15)
|
Represents RSUs granted under the TerraForm Global, Inc. 2014 Long-Term Incentive Plan.. These RSUs vest in increments of 25% on the first and second anniversary of the grant date, and 50% on the third anniversary of the grant date.
|
(16)
|
Represents RSUs granted under the TerraForm Global, Inc. 2014 Long-Term Incentive Plan.. These RSUs vest in increments of 25% on the first and second anniversary of the grant date, and 50% on the third anniversary of the grant date.
|
(17)
|
The RSUs granted under Terraform Global, Inc. vest in full on the date, if any, that the Company actually pays a quarterly dividend to the holders of its Class A common stock of at least $0.275 per share.
|
(18)
|
The RSUs granted under Terraform Power, Inc. vest in full on the date, if any, that the Company actually pays a quarterly dividend to the holders of its Class A common stock of at least $0.345 per share.
|
(19)
|
The grant date of all stock option awards is ten years prior to the expiration date. Employees have three months from a termination date within which to exercise exercisable stock options.
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)
|
|
Value Realized on Vesting ($)
|
||||
Carlos Domenech Zornoza
|
272,250
|
|
|
6,156,522
|
|
|
622,468
|
|
|
—
|
|
Brian Wuebbels
|
—
|
|
|
N/A
|
|
|
16,562
|
|
|
468,440
|
|
Francisco "Pancho" Perez-Gundin
|
85,223
|
|
|
1,707,330
|
|
|
206,038
|
|
|
104,790
|
|
Alejandro Hernandez
|
—
|
|
|
N/A
|
|
|
62,500
|
|
|
1,281,875
|
|
Rebecca Cranna
|
—
|
|
|
N/A
|
|
|
38,500
|
|
|
771,560
|
|
Kevin Lapidus
|
50,000
|
|
|
1,029,791
|
|
|
90,672
|
|
|
224,066
|
|
Sebastian Deschler
|
29,167
|
|
|
715,927
|
|
|
42,725
|
|
|
218,944
|
|
Name/Circumstance
|
Salary
Continuation
($) (1)
|
|
Lump Sum Cash ($)
|
|
Accelerated Vesting
($) (2)
|
|
Continuation of Healthcare ($)
|
|
Total ($)
|
|||||
Carlos Domenech Zornoza (3)
|
|
|
|
|
|
|
|
|
|
|
||||
Death
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Disability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Severance Termination
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Termination for Cause
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Involuntary Termination if Change-in-Control
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Change-in-Control (no termination)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Brian Wuebbels
|
|
|
|
|
|
|
|
|
|
|
||||
Death
|
—
|
|
|
—
|
|
|
5,346,403
|
|
|
—
|
|
|
5,346,403
|
|
Disability
|
—
|
|
|
—
|
|
|
5,346,403
|
|
|
—
|
|
|
5,346,403
|
|
Severance Termination
|
500,500
|
|
|
—
|
|
|
—
|
|
|
16,364
|
|
|
516,864
|
|
Termination for Cause
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Involuntary Termination if Change-in-Control
|
500,500
|
|
|
—
|
|
|
5,346,403
|
|
|
16,364
|
|
|
5,863,267
|
|
Change-in-Control (no termination)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Francisco "Pancho Perez-Gundin
|
|
|
|
|
|
|
|
|
|
|||||
Death
|
—
|
|
|
—
|
|
|
10,764,017
|
|
|
—
|
|
|
10,764,017
|
|
Disability
|
—
|
|
|
—
|
|
|
10,764,017
|
|
|
—
|
|
|
10,764,017
|
|
Severance Termination
|
500,000
|
|
|
—
|
|
|
—
|
|
|
19,053
|
|
|
519,053
|
|
Termination for Cause
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Involuntary Termination if Change-in-Control
|
500,000
|
|
|
—
|
|
|
10,764,017
|
|
|
19,053
|
|
|
11,283,070
|
|
Change-in-Control (no termination)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Alejandro Hernandez (3)
|
|
|
|
|
|
|
|
|
|
|
||||
Death
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Disability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Severance Termination
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Termination for Cause
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Involuntary Termination if Change-in-Control
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Change-in-Control (no termination)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Rebecca Cranna
|
|
|
|
|
|
|
|
|
|
|||||
Death
|
—
|
|
|
—
|
|
|
2,717,967
|
|
|
—
|
|
|
2,717,967
|
|
Disability
|
—
|
|
|
—
|
|
|
2,717,967
|
|
|
—
|
|
|
2,717,967
|
|
Severance Termination
|
329,875
|
|
|
—
|
|
|
—
|
|
|
16,217
|
|
|
346,092
|
|
Termination for Cause
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Involuntary Termination if Change-in-Control
|
329,875
|
|
|
—
|
|
|
2,717,967
|
|
|
16,217
|
|
|
3,064,059
|
|
Change-in-Control (no termination)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Kevin Lapidus
|
|
|
|
|
|
|
|
|
|
|||||
Death
|
—
|
|
|
—
|
|
|
5,554,432
|
|
|
—
|
|
|
5,554,432
|
|
Disability
|
—
|
|
|
—
|
|
|
5,554,432
|
|
|
—
|
|
|
5,554,432
|
|
Severance Termination
|
174,900
|
|
|
—
|
|
|
—
|
|
|
9,527
|
|
|
184,427
|
|
Termination for Cause
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Involuntary Termination if Change-in-Control
|
174,900
|
|
|
—
|
|
|
5,554,432
|
|
|
9,527
|
|
|
5,738,859
|
|
(1)
|
Each of our named executive officers who are a Senior Vice President level or above would be entitled to 12 months’ salary continuation if terminated without cause under SunEdison’s severance policy, Vice Presidents would be entitled to 6 months' salary continuation.
|
(2)
|
Reflects a valuation of the acceleration of the named executive officer’s outstanding options and RSUs calculated based on the closing price of SunEdison common stock on December 31, 2015; and the closing stock price on December 31, 2015 of TerraForm Power, Inc. and the closing stock price on December 31, 2015 of TerraForm Global, Inc. The actual amount received by the named executive officer upon the sale of shares received under RSUs or following the exercise of options would depend on the actual market value at the time of such sale.
|
(3)
|
Mr. Zornoza and Mr. Hernandez left the Company prior to December 31, 2015.
|
•
|
First, if within a year of the applicable Letter Agreement, SunEdison terminates the officer’s employment without cause or the officer resigns from SunEdison for good reason, the Company shall offer the officer at-will employment under the terms set forth in the Letter Agreement.
|
•
|
Second, if the officer accepts a position with the Company pursuant to the transfer described above or otherwise and is later terminated without cause, resigns for good reason or dies, the officer is eligible to receive a lump-sum cash severance of one year of base salary and a payment equal to 12 months of COBRA health premiums.
|
•
|
Third, if the officer ceases to be an employee of SunEdison and becomes an employee of the Company, the Company will provide a base salary of $290,686 annualized for Mr. Deschler and $401,145 annualized for Ms. Cranna. In addition, the Company will reimburse Mr. Deschler for his two daughters’ school fees in an amount up to $20,000 per year for each daughter, and will gross-up any such reimbursement amount for taxes withheld on such reimbursements.
|
•
|
Fourth, whether the officer remains employed by SunEdison or is employed by the Company, the officer is eligible to participate in an annual variable incentive plan (the “Bonus Plan”) of the Company as of January 1, 2016. The target under the Bonus Plan for Mr. Deschler is 75% of the base salary, with a minimum, assuming at least minimum performance, of 50% and a maximum of 100%. The target under the Bonus Plan for Ms. Cranna is 60% of the base salary, with a minimum, assuming at least minimum performance, of 40% and a maximum of 120%. For 2016, such officers are also eligible for an additional bonus, with a target of 12.5% and a maximum of 25% of base salary, depending on performance.
|
Name
|
Fees Earned or Paid in Cash ($)
|
|
Stock
Award ($) (1)
|
|
Option
Awards ($)
|
|
Total ($)
|
|||
Hanif “Wally” Dahya
|
150,000
|
|
|
150,442
|
|
|
—
|
|
300,442
|
|
Mark Lerdal
|
125,000
|
|
|
150,442
|
|
|
—
|
|
275,442
|
|
Mark Florian
|
125,000
|
|
|
150,442
|
|
|
—
|
|
275,442
|
|
Peter Blackmore
|
32,192
|
|
|
104,076
|
|
|
—
|
|
136,268
|
|
Christopher Compton
|
32,192
|
|
|
104,076
|
|
|
—
|
|
136,268
|
|
John Stark
|
32,192
|
|
|
104,076
|
|
|
—
|
|
136,268
|
|
(1)
|
This amount represents the aggregate grant date fair value of the RSUs granted to each director, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation ("FASB ASC Topic 718") and determined by multiplying the number of RSUs granted by the fair market value of the Company's common stock on the grant date.
|
•
|
each person known by us to be the beneficial owner of more than 5% of any class of our voting securities;
|
•
|
each of our directors;
|
•
|
each of our named executive officers; and
|
•
|
all executive officers and directors as a group.
|
|
Beneficial Ownership (1)
|
|||||||||||||
|
Class A Common Stock
|
|
Class B Common Stock
|
|
|
|||||||||
Name and Address of Beneficial Owner
|
Number of Shares
|
|
%
|
|
Number of Shares
|
|
%
|
|
% of Total Voting Power
|
|||||
5% Stockholders
:
|
|
|
|
|
|
|
|
|
|
|||||
SunEdison (2)
|
—
|
|
|
—
|
|
|
48,202,310
|
|
|
100
|
|
|
84.0
|
|
Blue Mountain Capital Management (3)
|
9,119,934
|
|
|
10.0
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
Madison Dearborn Capital Partners IV, LP(4)
|
6,080,922
|
|
|
6.6
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
D.E. Shaw Composite Holdings, L.L.C. (5)
|
4,578,575
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Adage Capital Partners, LP (6)
|
7,403,690
|
|
|
8.1
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
Luxor Capital Group, LP (7)
|
5,959,915
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
The Vanguard Group (8)
|
5,430,229
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Appaloosa Investment Limited Partnership I(9)
|
8,708,708
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
Brookfield Asset Management, Inc. (10)
|
11,075,000
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
Invesco Ltd. (11)
|
9,053,457
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
Directors, Named Executive Officers and Executive Officers:
|
|
|
|
|
|
|
|
|
|
|||||
Peter Blackmore
|
8,400
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Rebecca Cranna
|
39,975
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Sebastian Deschler
|
140,901
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
David Ringhofer
|
7,836
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Hanif “Wally” Dahya
|
8,900
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
John Stark
|
8,400
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Christopher Compton
|
8,400
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Carlos Domenech Zornoza (12)
|
1,714,860
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Brian Wuebbels (12)
|
6,227
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Francisco "Pancho" Perez Gundin (12)
|
808,152
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Alejandro Hernadez (12)
|
36,281
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Kevin Lapidus (12)
|
328,312
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
David Springer
|
7,836
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Gregory Scallen
|
449
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
Directors and Executive Officers as a group
(14 persons)
|
3,124,929
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
(1)
|
Represents shares of Class A common stock or shares of Class B common stock and Class B1 common stock that are exchangeable at any time for shares of Class A common stock on a 1:1 basis. Each share of our Class B common stock is entitled to 10 votes per share.
|
(2)
|
Represents shares of Class B common stock held directly or indirectly by SunEdison Holdings Corporation, a wholly owned subsidiary of SunEdison. SunEdison Holdings Corporation does not own any shares of Class A common stock. However, SunEdison Holdings Corporation owns 48,202,310 Class B units of Terra LLC, which are exchangeable (together with shares of our Class B common stock) for shares of our Class A common stock at any time. As a result, SunEdison Holdings Corporation may be deemed to beneficially own the shares of Class A common stock for which such Class B units are exchangeable. The principal place of business for these entities is 13736 Riverport Drive, Suite 1000, Maryland Heights, Missouri 63043.
|
(3)
|
As set forth in such company’s Schedule 13G filed with the SEC on May 17, 2016. According to the filing, BlueMountain Capital Management, LLC, BlueMountain GP Holdings, LLC, Blue Mountain Credit Alternatives Master Fund L.P., Blue Mountain CA Master Fund GP, Ltd., BlueMountain Foinaven Master Fund L.P., BlueMountain Foinaven GP, LLC,
|
(4)
|
As set forth in such company’s Schedule 13G filed with the SEC on February 16, 2016. According to the filing, Madison Dearborn Capital Partners IV, L.P. (“MDCP”) and Madison Dearborn Partners IV, L.P. (“MDP IV”) share voting and dispositive power over 6,080,922 shares of Class A common stock. This Includes 1,952 shares of common stock of the Issuer held by Northwestern University over which MDCP has power to vote and dispose pursuant to a voting agreement and proxy. As a result, MDCP may be deemed to beneficially own these shares. The shares of Class A common stock of MDCP may be deemed to be beneficially owned by MDP IV, who is the sole general partner of MDCP. The address for MDCP and MDP IV is Three First National Plaza, Suite 4600, Chicago, Illinois 60602.
|
(5)
|
As set forth in such company’s Schedule 13D/A filed with the SEC on November 11, 2016. According to the filing, D. E. Shaw Composite Holdings, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P. and David E. Shaw share voting and dispositive power over 4,578,575 shares of Class A common stock. David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of (i) D. E. Shaw Composite Holdings, L.L.C., (ii) D. E. Shaw CF-SP Series 1 MWP Acquisition, L.L.C., (iii) D. E. Shaw CF-SP Series 13-04, L.L.C., (iv) D. E. Shaw CF-SP Series 8-01, L.L.C., (v) D. E. Shaw CF-SP Series 11-06, L.L.C., and (vi) D. E. Shaw CF-SP Series 10-07, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of (i) D. E. Shaw Composite Holdings, L.L.C., (ii) D. E. Shaw CF-SP Series 1 MWP Acquisition, L.L.C., (iii) D. E. Shaw CF-SP Series 13-04, L.L.C., (iv) D. E. Shaw CF-SP Series 8-01, L.L.C., (v) D. E. Shaw CF-SP Series 11-06, L.L.C., and (vi) D. E. Shaw CF-SP Series 10-07, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 4,578,575 shares as described above constituting 7.6% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 4,578,575 shares. The address for each of D. E. Shaw Composite Holdings, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P. and David E. Shaw is 1166 Avenue of the Americas, 9th Floor, New York, NY 10036.
|
(6)
|
As set forth in such Company’s Schedule 13G filed with the SEC on February 16, 2016. Adage Capital Partners, L.P.("ACP"), Adage Capital Partners GP, L.L.C., ("ACPGP"), as general partner of ACP, Adage Capital Advisors, L.L.C., ("ACA"), as managing member of ACPGP, general partner of ACP, Robert Atchinson ("Mr. Atchinson"), as managing member of ACA, managing member of ACPGP, general partner of ACP, Phillip Gross ("Mr. Gross"), as managing member of ACA, managing member of ACPGP, general partner of ACP, share voting and dispositive power over 7,403,690 shares of Class A common stock. ACP has the power to dispose of and the power to vote the shares of Class A Common Stock beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP's operations. Neither ACPGP nor ACA directly own any shares of Class A Common Stock, but ACPGP and ACA may be deemed to beneficially own the shares owned by ACP. Messrs. Atchinson and Gross, as managing members of ACA, share voting and dispositive power over the shares of Class A common ctock beneficially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly own any shares of Class A Common Stock, but each may be deemed to beneficially own the shares beneficially owned by ACP. The address ACP, ACPGP, ACA, Mr. Atchinson and Mr. Gross is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116.
|
(7)
|
As set forth in such Company’s Schedule 13G filed with the SEC on February 16, 2016. Luxor Capital Partners, LP (the "Onshore Fund"), Luxor Wavefront, LP, (the "Wavefront Fund"), Luxor Capital Partners Offshore Master Fund, LP, (the "Offshore Master Fund"), Luxor Capital Partners Offshore, Ltd. (the "Offshore Feeder Fund"), Thebes Offshore Master Fund, LP, (the "Thebes Master Fund"), Thebes Partners Offshore, Ltd. (the "Thebes Feeder Fund"), LCG Holdings, LLC, ("LCG Holdings"), Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Management, LLC, ("Luxor Management") and Christian Leone ("Mr. Leone") share voting and dispositive power over 5,959,915 shares of Class A common stock. The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund. The Thebes Feeder Fund is the owner of a controlling interest, and together with a minority investor owns 100% of the interests, in the Thebes Master Fund. LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund. Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Feeder Fund, the Offshore Master Fund, the Thebes Master Fund and the Thebes Feeder Fund (collectively, the "Funds"). Luxor Management is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. Mr. Leone is the managing member of LCG Holdings. By virtue of these relationships, LCG Holdings may be deemed to have voting and dispositive power with respect to the shares of common stock owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund. By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have voting and
|
(8)
|
As set forth in such company’s Schedule 13G filed with the SEC on February 10, 2016. According to the filing, The Vanguard Group has voting and dispositive power over 5,430,229 shares of Class A common stock. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355
|
(9)
|
As set forth in such company’s Schedule 13D/A filed with the SEC on November 18, 2016. According to the filing, Appaloosa Investment Limited Partnership I, Palomino Master Ltd., Appaloosa LP, Appaloosa Capital Inc., Appaloosa Management L.P., Appaloosa Partners Inc. and David A. Tepper (collectively, “Appaloosa”) share voting and dispositive power over 8,708,708 shares of Class A common stock. The address for Appoloosa is 51 John F. Kennedy Parkway, 2nd Floor, Short Hills, New Jersey 07078.
|
(10)
|
As set forth in such company’s Schedule 13D/A filed with the SEC on November 18, 2016. According to the filing, Orion US Holdings 1 L.P. (“Orion US LP”), with respect to Class A common stock directly owned by it, Orion US GP LLC, (“Orion US GP”), with respect to Class A common stock owned by Orion US LP, Brookfield Infrastructure Fund III GP LLC, (“BIF”), which serves as the indirect general partner of Orion US GP and Orion US LP, Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (“BAMPIC Canada”), which serves as the investment adviser to BIF, Brookfield Credit Opportunities Master Fund, L.P., (“Brookfield Credit Opportunities LP”), Brookfield Credit Opportunities Fund GP, LLC (“Brookfield Credit Opportunities GP”), with respect to the Class A common stock owned by Brookfield Credit Opportunities LP, Brookfield Asset Management Private Institutional Capital Adviser (Credit) LLC (“BAMPIC Credit”), which serves as the investment adviser to Brookfield Credit Opportunities LP, Brookfield Asset Management Inc. (“Brookfield”), which is the ultimate parent of BIF, BAMPIC Canada, Brookfield Credit Opportunities GP, and BAMPIC Credit and may be deemed to have voting and dispositive power over the Class A Shares held by the reporting persons and Partners Limited (“Partners”) (Partners holds 85,120 Class B limited voting shares of Brookfield, representing 100% of such shares, and 549,957 Class A limited voting shares of Brookfield, representing approximately 0.1% of such shares) share voting and dispositive power over 11,075,000 shares of Class A common stock. The address of Orion US LP, Orion US GP, BIF, BAMPIC Canada, Brookfield Credit Opportunities LP, Brookfield Credit Opportunities GP, GAMPIC Credit, Brookfield and Partners is 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada.
|
(11)
|
As set forth in such company’s Schedule 13G filed with the SEC on December 31, 2015. According to the filing, Invesco Ltd. has sole voting and dispositive power over 9,053,457 shares of Class A common stock. The address for 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309.
|
(12)
|
Beneficial ownership numbers for NEOs who left the Company are current as of the date of their departure.
|
|
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(1)
|
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(2)
|
|
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))(1)
|
|
||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||||
Equity compensation plans approved by security holders
|
|
56,250
|
|
|
29.31
|
|
|
1,690,052
|
|
(3)
|
|||
Equity compensation plans not approved by security holders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|||
Total
|
|
56,250
|
|
|
29.31
|
|
|
1,690,052
|
|
|
(1)
|
Number of shares is subject to adjustment for changes in capitalization for stock splits, stock dividends and similar events.
|
(2)
|
Weighted average exercise price of outstanding options; excludes restricted stock units and performance-based restricted stock units.
|
(3)
|
These shares are currently issuable under the TerraForm Power, Inc. 2014 Second Amended and Restated Long-Term Incentive Plan.
|
|
|
(1)
|
Audit Fees. This category includes KPMG LLP’s audit of our annual consolidated financial statements and review of financial statements included in our quarterly reports on Form 10-Q. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or review of interim financial statements.
|
•
|
Ineffective Board oversight and management monitoring activities over the information technology systems development and implementation of financial reporting processes and internal controls by the parent company service provider;
|
•
|
Insufficient number of trained resources with assigned responsibility and accountability for financial reporting processes and internal controls conducted by the parent company service provider;
|
•
|
Ineffective risk assessment process that responds to changes in generally accepted accounting principles, changes in its business operations, modifications to information technology systems, and changes within the parent company service provider and key personnel;
|
•
|
Ineffective information and communication processes that ensure appropriate and accurate information is available to financial reporting personnel on a timely basis;
|
•
|
Ineffective monitoring activities;
|
•
|
Ineffective general information technology controls over the consolidation and Solar segment operating systems, databases, and IT applications and ineffective access controls over the Wind Segment operating system, databases, and IT applications, both resulting in ineffective process level automated controls and compensating manual controls dependent upon the information derived from relevant IT systems;
|
•
|
Ineffective controls over the completeness, existence, and accuracy of: (i) revenues and accounts receivable transactions (ii) allocated general and administrative expenses, (iii) the transfer of historical costs related to renewable energy facilities acquired from the parent company;
|
•
|
Ineffective operation of reconciliation controls over the completeness, existence and accuracy of various balance sheet accounts;
|
•
|
Ineffective controls over the completeness and presentation of restricted cash; and
|
•
|
Ineffective controls over the completeness and accuracy of information used as part of goodwill impairment, business combinations, hypothetical liquidation of book value, debt covenant compliance, and going concern processes.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating revenues, net
|
$
|
469,506
|
|
|
$
|
127,156
|
|
|
$
|
18,716
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of operations
|
70,468
|
|
|
10,630
|
|
|
1,112
|
|
|||
Cost of operations - affiliate
|
19,915
|
|
|
8,063
|
|
|
1,068
|
|
|||
General and administrative expenses
|
55,811
|
|
|
20,984
|
|
|
289
|
|
|||
General and administrative expenses - affiliate
|
55,330
|
|
|
19,144
|
|
|
5,158
|
|
|||
Acquisition and related costs
|
49,932
|
|
|
10,177
|
|
|
—
|
|
|||
Acquisition and related costs - affiliate
|
5,846
|
|
|
5,049
|
|
|
—
|
|
|||
Loss on prepaid warranty - affiliate
|
45,380
|
|
|
—
|
|
|
—
|
|
|||
Depreciation, accretion and amortization expense
|
161,310
|
|
|
41,280
|
|
|
5,731
|
|
|||
Formation and offering related fees and expenses
|
—
|
|
|
3,570
|
|
|
—
|
|
|||
Formation and offering related fees and expenses - affiliate
|
—
|
|
|
1,870
|
|
|
—
|
|
|||
Total operating costs and expenses
|
463,992
|
|
|
120,767
|
|
|
13,358
|
|
|||
Operating income
|
5,514
|
|
|
6,389
|
|
|
5,358
|
|
|||
Other expenses:
|
|
|
|
|
|
||||||
Interest expense, net
|
167,805
|
|
|
86,191
|
|
|
8,129
|
|
|||
Loss (gain) on extinguishment of debt, net
|
16,156
|
|
|
(7,635
|
)
|
|
—
|
|
|||
Loss (gain) on foreign currency exchange, net
|
19,488
|
|
|
14,007
|
|
|
(771
|
)
|
|||
Loss on investments and receivables - affiliate
|
16,079
|
|
|
—
|
|
|
—
|
|
|||
Other expenses, net
|
7,362
|
|
|
438
|
|
|
—
|
|
|||
Total other expenses, net
|
226,890
|
|
|
93,001
|
|
|
7,358
|
|
|||
Loss before income tax benefit
|
(221,376
|
)
|
|
(86,612
|
)
|
|
(2,000
|
)
|
|||
Income tax benefit
|
(13,241
|
)
|
|
(4,689
|
)
|
|
(88
|
)
|
|||
Net loss
|
(208,135
|
)
|
|
(81,923
|
)
|
|
(1,912
|
)
|
|||
Less: Pre-acquisition net income (loss) of renewable energy facilities acquired from SunEdison
|
1,610
|
|
|
(1,498
|
)
|
|
(1,630
|
)
|
|||
Less: Predecessor loss prior to the IPO on July 23, 2014
|
—
|
|
|
(10,357
|
)
|
|
(282
|
)
|
|||
Net loss subsequent to IPO and excluding pre-acquisition net income (loss) of renewable energy facilities acquired from SunEdison
|
(209,745
|
)
|
|
(70,068
|
)
|
|
—
|
|
|||
Less: Net income attributable to redeemable non-controlling interests
|
8,512
|
|
|
—
|
|
|
—
|
|
|||
Less: Net loss attributable to non-controlling interests
|
(138,371
|
)
|
|
(44,451
|
)
|
|
—
|
|
|||
Net loss attributable to Class A common stockholders
|
$
|
(79,886
|
)
|
|
$
|
(25,617
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares:
|
|
|
|
|
|
||||||
Class A common stock - Basic and diluted
|
65,883
|
|
|
29,602
|
|
|
|
||||
Loss per share:
|
|
|
|
|
|
||||||
Class A common stock - Basic and diluted
|
$
|
(1.25
|
)
|
|
$
|
(0.87
|
)
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss
|
$
|
(208,135
|
)
|
|
$
|
(81,923
|
)
|
|
$
|
(1,912
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Net unrealized loss arising during the period
|
(18,446
|
)
|
|
(3,541
|
)
|
|
—
|
|
|||
Hedging activities:
|
|
|
|
|
|
||||||
Net unrealized gain (loss) arising during the period, net of tax
|
26,913
|
|
|
(1,925
|
)
|
|
—
|
|
|||
Reclassification of net realized loss into earnings, net of tax
|
4,663
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss), net of tax
|
13,130
|
|
|
(5,466
|
)
|
|
—
|
|
|||
Total comprehensive loss
|
(195,005
|
)
|
|
(87,389
|
)
|
|
(1,912
|
)
|
|||
Less: Pre-acquisition net income (loss) of renewable energy facilities acquired from SunEdison
|
1,610
|
|
|
(1,498
|
)
|
|
(1,630
|
)
|
|||
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison
|
40,016
|
|
|
—
|
|
|
—
|
|
|||
Less: Predecessor comprehensive loss prior to IPO on July 23, 2014
|
—
|
|
|
(10,357
|
)
|
|
(282
|
)
|
|||
Comprehensive loss subsequent to IPO and excluding pre-acquisition comprehensive income (loss) of renewable energy facilities acquired from SunEdison
|
(236,631
|
)
|
|
(75,534
|
)
|
|
—
|
|
|||
Less comprehensive (loss) income attributable to non-controlling interests:
|
|
|
|
|
|
||||||
Net loss attributable to non-controlling interests
|
(138,371
|
)
|
|
(44,451
|
)
|
|
—
|
|
|||
Net income attributable to redeemable non-controlling interests
|
8,512
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustments
|
(7,862
|
)
|
|
(2,392
|
)
|
|
—
|
|
|||
Hedging activities
|
(3,545
|
)
|
|
(1,437
|
)
|
|
—
|
|
|||
Comprehensive loss attributable to non-controlling interests
|
(141,266
|
)
|
|
(48,280
|
)
|
|
—
|
|
|||
Comprehensive loss attributable to Class A common stockholders
|
$
|
(95,365
|
)
|
|
$
|
(27,254
|
)
|
|
$
|
—
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
626,595
|
|
|
$
|
468,554
|
|
Restricted cash, including consolidated VIEs of $18,531 and $39,898 in 2015 and 2014, respectively
|
152,586
|
|
|
70,545
|
|
||
Accounts receivable, net
|
103,811
|
|
|
32,036
|
|
||
Deferred financing costs, net
|
17,606
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
53,769
|
|
|
22,637
|
|
||
Total current assets
|
954,367
|
|
|
593,772
|
|
||
|
|
|
|
||||
Renewable energy facilities, net, including consolidated VIEs of $1,663,523 and $1,466,223 in 2015 and 2014, respectively
|
5,802,380
|
|
|
2,648,212
|
|
||
Intangible assets, net, including consolidated VIEs of $233,142 and $259,004 in 2015 and 2014, respectively
|
1,246,164
|
|
|
361,673
|
|
||
Goodwill
|
55,874
|
|
|
—
|
|
||
Deferred financing costs, net
|
35,626
|
|
|
42,741
|
|
||
Deferred income taxes
|
—
|
|
|
4,606
|
|
||
Restricted cash
|
13,852
|
|
|
10,455
|
|
||
Other assets
|
119,960
|
|
|
18,964
|
|
||
Total assets
|
$
|
8,228,223
|
|
|
$
|
3,680,423
|
|
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Liabilities, Non-controlling Interests and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt and financing lease obligations, including consolidated VIEs of $572,945 and $20,907 in 2015 and 2014, respectively
|
$
|
2,031,937
|
|
|
$
|
100,488
|
|
Accounts payable, accrued expenses and other current liabilities, including consolidated VIEs of $25,785 and $27,284 in 2015 and 2014, respectively
|
150,721
|
|
|
83,612
|
|
||
Deferred revenue
|
15,460
|
|
|
24,264
|
|
||
Due to SunEdison, net
|
20,274
|
|
|
194,432
|
|
||
Total current liabilities
|
2,218,392
|
|
|
402,796
|
|
||
Long-term debt and financing lease obligations, less current portion, including consolidated VIEs of $59,706 and $620,853 in 2015 and 2014, respectively
|
2,550,175
|
|
|
1,599,277
|
|
||
Deferred revenue, less current portion
|
70,492
|
|
|
52,214
|
|
||
Deferred income taxes
|
26,630
|
|
|
7,702
|
|
||
Asset retirement obligations, including consolidated VIEs of $46,203 and $32,181 in 2015 and 2014, respectively
|
215,146
|
|
|
78,175
|
|
||
Other long-term liabilities
|
31,408
|
|
|
—
|
|
||
Total liabilities
|
5,112,243
|
|
|
2,140,164
|
|
||
|
|
|
|
||||
Redeemable non-controlling interests
|
175,711
|
|
|
24,338
|
|
||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding in 2015 and 2014
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value per share, 850,000,000 shares authorized, 79,734,265 and 42,217,984 shares issued in 2015 and 2014, respectively, and 79,612,533 and 42,217,984 shares outstanding in 2015 and 2014, respectively
|
784
|
|
|
387
|
|
||
Class B common stock, $0.01 par value per share, 140,000,000 shares authorized, 60,364,154 and 64,526,654 shares issued and outstanding in 2015 and 2014, respectively
|
604
|
|
|
645
|
|
||
Class B1 common stock, $0.01 par value per share, 260,000,000 shares authorized, no shares and 5,840,000 shares issued and outstanding in 2015 and 2014, respectively
|
—
|
|
|
58
|
|
||
Additional paid-in capital
|
1,267,484
|
|
|
498,256
|
|
||
Accumulated deficit
|
(104,593
|
)
|
|
(26,317
|
)
|
||
Accumulated other comprehensive income (loss)
|
22,900
|
|
|
(1,637
|
)
|
||
Treasury stock, 121,732 and no shares in 2015 and 2014, respectively
|
(2,436
|
)
|
|
—
|
|
||
Total TerraForm Power, Inc. stockholders' equity
|
1,184,743
|
|
|
471,392
|
|
||
Non-controlling interests
|
1,755,526
|
|
|
1,044,529
|
|
||
Total non-controlling interests and stockholders' equity
|
2,940,269
|
|
|
1,515,921
|
|
||
Total liabilities, non-controlling interests and stockholders' equity
|
$
|
8,228,223
|
|
|
$
|
3,680,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling Interests
|
|
|
|||||||||||||||||||||||||||||||||||
|
Net SunEdison Investment
|
|
Class A Common Stock Issued
|
|
Class B Common Stock Issued
|
|
Class B1 Common Stock Issued
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
|
|
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
|
|
Total Equity
|
|||||||||||||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|
Capital
|
|
|
|
Total
|
|
||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2012
|
$
|
30,029
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,029
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,029
|
|
Net loss
|
(282
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(282
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(282
|
)
|
|||||||||||||
Pre-acquisition net loss of renewable energy facilities acquired from SunEdison
|
(1,630
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,630
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,630
|
)
|
|||||||||||||
Net SunEdison investment
|
(25,443
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,443
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,443
|
)
|
|||||||||||||
Sale of membership interests in renewable energy facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,778
|
|
|
—
|
|
|
—
|
|
|
12,778
|
|
|
12,778
|
|
|||||||||||||
Balance as of December 31, 2013
|
$
|
2,674
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,674
|
|
|
$
|
12,778
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,778
|
|
|
$
|
15,452
|
|
Net SunEdison investment
|
418,388
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
418,388
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
418,388
|
|
|||||||||||||
Issuance of Class B common stock to SunEdison at formation
|
(657
|
)
|
|
—
|
|
|
—
|
|
|
65,709
|
|
|
657
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Additions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
222,388
|
|
|
—
|
|
|
—
|
|
|
222,388
|
|
|
222,388
|
|
|||||||||||||
Issuance of restricted Class A common stock
|
—
|
|
|
4,977
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
566
|
|
|||||||||||||
Net loss
|
(10,357
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,357
|
)
|
|
—
|
|
|
643
|
|
|
—
|
|
|
643
|
|
|
(9,714
|
)
|
|||||||||||||
Pre-acquisition net loss of renewable energy facilities acquired from SunEdison
|
(798
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(798
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(798
|
)
|
|||||||||||||
Balance as of July 23, 2014
|
$
|
409,250
|
|
|
4,977
|
|
|
$
|
14
|
|
|
65,709
|
|
|
$
|
657
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
552
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
410,473
|
|
|
$
|
235,166
|
|
|
$
|
643
|
|
|
$
|
—
|
|
|
$
|
235,809
|
|
|
$
|
646,282
|
|
Write-off U.S. deferred tax assets and liabilities at IPO
|
3,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,616
|
|
|||||||||||||
Issuance of Class B common stock to SunEdison at IPO
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
5,840
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Issuance of Class B membership units in TerraForm LLC to SunEdison at IPO
|
(412,808
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222,155
|
)
|
|
—
|
|
|
—
|
|
|
(634,963
|
)
|
|
634,963
|
|
|
—
|
|
|
—
|
|
|
634,963
|
|
|
—
|
|
|||||||||||||
Issuance of class B1 common stock to Riverstone at IPO
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,840
|
|
|
58
|
|
|
145,942
|
|
|
—
|
|
|
—
|
|
|
146,000
|
|
|
(146,000
|
)
|
|
—
|
|
|
—
|
|
|
(146,000
|
)
|
|
—
|
|
|||||||||||||
Issuance of Class B1 membership units in TerraForm LLC to Riverstone at IPO
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,633
|
)
|
|
—
|
|
|
—
|
|
|
(57,633
|
)
|
|
57,633
|
|
|
—
|
|
|
—
|
|
|
57,633
|
|
|
—
|
|
|||||||||||||
Issuance and forfeiture of Class A common stock
|
—
|
|
|
37,241
|
|
|
373
|
|
|
(7,023
|
)
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
770,118
|
|
|
—
|
|
|
—
|
|
|
770,421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
770,421
|
|
|||||||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,249
|
)
|
|
—
|
|
|
—
|
|
|
(7,249
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,249
|
)
|
|||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,221
|
|
|
—
|
|
|
—
|
|
|
5,221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,221
|
|
|||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,617
|
)
|
|
—
|
|
|
(25,617
|
)
|
|
—
|
|
|
(45,094
|
)
|
|
—
|
|
|
(45,094
|
)
|
|
(70,711
|
)
|
|||||||||||||
Pre-acquisition net loss of renewable energy facilities acquired from SunEdison
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(700
|
)
|
|
—
|
|
|
(700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(700
|
)
|
|||||||||||||
Net SunEdison investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,569
|
|
|
—
|
|
|
—
|
|
|
2,569
|
|
|
3,987
|
|
|
—
|
|
|
—
|
|
|
3,987
|
|
|
6,556
|
|
|||||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,637
|
)
|
|
(1,637
|
)
|
|
—
|
|
|
—
|
|
|
(3,829
|
)
|
|
(3,829
|
)
|
|
(5,466
|
)
|
|||||||||||||
Additions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169,274
|
|
|
—
|
|
|
—
|
|
|
169,274
|
|
|
169,274
|
|
|||||||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,323
|
)
|
|
—
|
|
|
—
|
|
|
(1,323
|
)
|
|
(1,323
|
)
|
|||||||||||||
Equity reallocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139,109
|
)
|
|
—
|
|
|
—
|
|
|
(139,109
|
)
|
|
139,109
|
|
|
—
|
|
|
—
|
|
|
139,109
|
|
|
—
|
|
|||||||||||||
Balance as of December 31, 2014
|
$
|
—
|
|
|
42,218
|
|
|
$
|
387
|
|
|
64,526
|
|
|
$
|
645
|
|
|
5,840
|
|
|
$
|
58
|
|
|
$
|
498,256
|
|
|
$
|
(26,317
|
)
|
|
$
|
(1,637
|
)
|
|
$
|
471,392
|
|
|
$
|
1,092,809
|
|
|
$
|
(44,451
|
)
|
|
$
|
(3,829
|
)
|
|
$
|
1,044,529
|
|
|
$
|
1,515,921
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling Interests
|
|
|
||||||||||||||||||||||||||||||||||||
|
Class A Common Stock Issued
|
|
Class B Common Stock Issued
|
|
Class B1 Common Stock Issued
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Common Stock Held in Treasury
|
|
|
|
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
|
|
Total Equity
|
||||||||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
Total
|
|
Capital
|
|
|
|
Total
|
|
||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2014
|
42,218
|
|
|
$
|
387
|
|
|
64,526
|
|
|
$
|
645
|
|
|
5,840
|
|
|
$
|
58
|
|
|
$
|
498,256
|
|
|
$
|
(26,317
|
)
|
|
$
|
(1,637
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
471,392
|
|
|
$
|
1,092,809
|
|
|
$
|
(44,451
|
)
|
|
$
|
(3,829
|
)
|
|
$
|
1,044,529
|
|
|
$
|
1,515,921
|
|
Issuance of Class A common stock, net of issuance costs
|
31,912
|
|
|
318
|
|
|
(4,162
|
)
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
921,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
921,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
921,610
|
|
|||||||||||||
Riverstone exchange
|
5,840
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
(5,840
|
)
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Stock-based compensation
|
(236
|
)
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,622
|
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
(2,436
|
)
|
|
20,207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,207
|
|
|||||||||||||
Net loss¹
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,886
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,886
|
)
|
|
—
|
|
|
(138,371
|
)
|
|
—
|
|
|
(138,371
|
)
|
|
(218,257
|
)
|
|||||||||||||
Pre-acquisition net loss of renewable energy facilities acquired from SunEdison
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,610
|
|
|||||||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,705
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,705
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,705
|
)
|
|||||||||||||
Consolidation of non-controlling interests in acquired renewable energy facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
413,014
|
|
|
—
|
|
|
—
|
|
|
413,014
|
|
|
413,014
|
|
|||||||||||||
Repurchase of non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,694
|
)
|
|
—
|
|
|
—
|
|
|
(54,694
|
)
|
|
(54,694
|
)
|
|||||||||||||
Net SunEdison investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,288
|
|
|
69,113
|
|
|
—
|
|
|
—
|
|
|
69,113
|
|
|
153,401
|
|
|||||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,479
|
)
|
|
—
|
|
|
—
|
|
|
(15,479
|
)
|
|
—
|
|
|
—
|
|
|
(11,407
|
)
|
|
(11,407
|
)
|
|
(26,886
|
)
|
|||||||||||||
Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,016
|
|
|
—
|
|
|
—
|
|
|
40,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,016
|
|
|||||||||||||
Sale of membership interests in renewable energy facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346,704
|
|
|
—
|
|
|
—
|
|
|
346,704
|
|
|
346,704
|
|
|||||||||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,672
|
)
|
|
—
|
|
|
—
|
|
|
(83,672
|
)
|
|
(83,672
|
)
|
|||||||||||||
Equity reallocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(170,310
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(170,310
|
)
|
|
170,310
|
|
|
—
|
|
|
—
|
|
|
170,310
|
|
|
—
|
|
|||||||||||||
Balance as of December 31, 2015
|
79,734
|
|
|
$
|
784
|
|
|
60,364
|
|
|
$
|
604
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,267,484
|
|
|
$
|
(104,593
|
)
|
|
$
|
22,900
|
|
|
(122
|
)
|
|
$
|
(2,436
|
)
|
|
$
|
1,184,743
|
|
|
$
|
1,953,584
|
|
|
$
|
(182,822
|
)
|
|
$
|
(15,236
|
)
|
|
$
|
1,755,526
|
|
|
$
|
2,940,269
|
|
(1)
|
Excludes
$8,512
of net income attributable to redeemable non-controlling interests.
|
|
Year Ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(208,135
|
)
|
|
$
|
(81,923
|
)
|
|
$
|
(1,912
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
13,125
|
|
|
5,787
|
|
|
—
|
|
|||
Depreciation, accretion and amortization expense
|
161,310
|
|
|
41,280
|
|
|
5,731
|
|
|||
Amortization of favorable and unfavorable rate revenue contracts, net
|
5,304
|
|
|
4,190
|
|
|
—
|
|
|||
Loss on prepaid warranty - affiliate
|
45,380
|
|
|
—
|
|
|
—
|
|
|||
Loss on investments and receivables - affiliate
|
16,079
|
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred financing costs and debt discounts
|
27,028
|
|
|
25,793
|
|
|
198
|
|
|||
Recognition of deferred revenue
|
(9,909
|
)
|
|
(258
|
)
|
|
(205
|
)
|
|||
Loss (gain) on extinguishment of debt, net
|
16,156
|
|
|
(7,635
|
)
|
|
—
|
|
|||
Unrealized loss on derivatives, net
|
1,413
|
|
|
—
|
|
|
—
|
|
|||
Unrealized loss (gain) on foreign currency exchange, net
|
22,343
|
|
|
11,920
|
|
|
(771
|
)
|
|||
Deferred taxes
|
(13,497
|
)
|
|
(4,773
|
)
|
|
(253
|
)
|
|||
Other, net
|
9,395
|
|
|
(9,257
|
)
|
|
(609
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(11,272
|
)
|
|
(3,431
|
)
|
|
(892
|
)
|
|||
Prepaid expenses and other current assets
|
12,189
|
|
|
22,921
|
|
|
(33,698
|
)
|
|||
Accounts payable, accrued expenses and other current liabilities
|
19,887
|
|
|
4,062
|
|
|
4,902
|
|
|||
Deferred revenue
|
19,383
|
|
|
71,129
|
|
|
792
|
|
|||
Due to SunEdison, net
|
—
|
|
|
4,422
|
|
|
18,865
|
|
|||
Other, net
|
(1,919
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) operating activities
|
124,260
|
|
|
84,227
|
|
|
(7,852
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Cash paid to third parties for renewable energy facility construction
|
(617,649
|
)
|
|
(1,122,293
|
)
|
|
(210,360
|
)
|
|||
Other investments
|
(8,400
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions of renewable energy facilities from third parties, net of cash acquired
|
(2,471,600
|
)
|
|
(644,890
|
)
|
|
—
|
|
|||
Due to SunEdison, net
|
(26,153
|
)
|
|
(56,088
|
)
|
|
—
|
|
|||
Change in restricted cash
|
(48,609
|
)
|
|
23,635
|
|
|
(58,878
|
)
|
|||
Net cash used in investing activities
|
$
|
(3,172,411
|
)
|
|
$
|
(1,799,636
|
)
|
|
$
|
(269,238
|
)
|
|
Year Ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of Class A common stock
|
$
|
921,610
|
|
|
$
|
770,421
|
|
|
$
|
—
|
|
Change in restricted cash for principal debt service
|
—
|
|
|
1,897
|
|
|
2,834
|
|
|||
Proceeds from Senior Notes due 2023
|
945,962
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from Senior Notes due 2025
|
300,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from Term Loan
|
—
|
|
|
575,000
|
|
|
—
|
|
|||
Repayment of Term Loan
|
(573,500
|
)
|
|
(1,500
|
)
|
|
—
|
|
|||
Proceeds from bridge loan
|
—
|
|
|
400,000
|
|
|
—
|
|
|||
Repayment of bridge loan
|
—
|
|
|
(400,000
|
)
|
|
—
|
|
|||
Proceeds from Revolver
|
890,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of Revolver
|
(235,000
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings of non-recourse long-term debt
|
1,425,033
|
|
|
471,923
|
|
|
304,729
|
|
|||
Principal payments on non-recourse long-term debt
|
(515,514
|
)
|
|
(341,191
|
)
|
|
(5,928
|
)
|
|||
Due to SunEdison, net
|
(145,247
|
)
|
|
199,369
|
|
|
6,936
|
|
|||
Contributions from non-controlling interests
|
349,736
|
|
|
164,742
|
|
|
12,778
|
|
|||
Distributions to non-controlling interests
|
(28,145
|
)
|
|
(1,323
|
)
|
|
—
|
|
|||
Repurchase of non-controlling interests
|
(63,198
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to SunEdison
|
(58,291
|
)
|
|
—
|
|
|
—
|
|
|||
Net SunEdison investment
|
149,936
|
|
|
405,062
|
|
|
(32,702
|
)
|
|||
Payment of dividends
|
(88,705
|
)
|
|
(7,249
|
)
|
|
—
|
|
|||
Debt prepayment premium
|
(6,412
|
)
|
|
—
|
|
|
—
|
|
|||
Debt financing fees
|
(59,672
|
)
|
|
(54,060
|
)
|
|
(10,516
|
)
|
|||
Net cash provided by financing activities
|
3,208,593
|
|
|
2,183,091
|
|
|
278,131
|
|
|||
Net increase in cash and cash equivalents
|
160,442
|
|
|
467,682
|
|
|
1,041
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(2,401
|
)
|
|
(172
|
)
|
|
—
|
|
|||
Cash and cash equivalents at beginning of period
|
468,554
|
|
|
1,044
|
|
|
3
|
|
|||
Cash and cash equivalents at end of period
|
$
|
626,595
|
|
|
$
|
468,554
|
|
|
$
|
1,044
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Cash paid for interest, net of amounts capitalized of $22,423, $19,694 and $3,599, respectively
|
$
|
114,452
|
|
|
$
|
79,867
|
|
|
$
|
8,564
|
|
Cash paid for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Schedule of non-cash activities:
|
|
|
|
|
|
||||||
Additions to renewable energy facilities in accounts payable, accrued expenses and other current liabilities
|
3,709
|
|
|
15,046
|
|
|
—
|
|
|||
Additions to renewable energy facilities in Due from SunEdison
|
—
|
|
|
9,780
|
|
|
54,090
|
|
|||
Additions of asset retirement obligation (ARO) assets and liabilities
|
52,181
|
|
|
34,414
|
|
|
4,518
|
|
|||
ARO assets and obligations from acquisitions
|
74,293
|
|
|
29,450
|
|
|
—
|
|
|||
Long-term debt assumed in connection with acquisitions
|
667,384
|
|
|
550,936
|
|
|
—
|
|
|||
Amortization of deferred financing costs included as construction in progress
|
—
|
|
|
17,589
|
|
|
791
|
|
|||
Decrease in Due to SunEdison in exchange for equity
|
—
|
|
|
14,768
|
|
|
—
|
|
|||
Issuance of B1 common stock to Riverstone for Mt. Signal
|
—
|
|
|
146,000
|
|
|
—
|
|
|||
Non-controlling interest in Terra LLC (Class B units) issued in connection with the initial public offering
|
—
|
|
|
634,963
|
|
|
—
|
|
|||
Non-controlling interest in Terra LLC (Class B1 units) issued in connection with the initial public offering
|
—
|
|
|
57,633
|
|
|
—
|
|
|||
Write-off of pre-IPO U.S. deferred tax assets and liabilities
|
—
|
|
|
3,616
|
|
|
—
|
|
•
|
Level 1: Quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
|
•
|
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.
|
•
|
The amount of purchase price allocated to the various tangible and intangible assets, liabilities, and non-controlling interests on the balance sheet;
|
•
|
The amounts allocated to the value of favorable and unfavorable rate PPAs and REC agreements are amortized to revenue over the remaining non-cancelable terms of the respective arrangement. The amounts allocated to all other tangible and intangible assets are amortized to depreciation or amortization expense; and
|
•
|
The period of time over which tangible and intangible assets are depreciated or amortized varies, and thus, changes in the amounts allocated to these assets will have a direct impact on the Company's results of operations. Intangible assets are generally amortized over the remaining respective life of the revenue contract, which normally range from
10
to
25
years. The Company depreciates its renewable energy facilities over the estimated useful lives of the facilities of
20
to
30
years. These differences in timing could have an impact on the Company's results of operations.
|
(In thousands)
Balance Sheet Caption |
|
As Previously Recasted
|
|
Recast Adjustments
|
|
As Recasted
|
||||||
Renewable energy facilities, net
|
|
$
|
2,637,139
|
|
|
$
|
11,073
|
|
|
$
|
2,648,212
|
|
Change in total assets
|
|
|
|
$
|
11,073
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Current portion of long-term debt and financing lease obligations
|
|
$
|
97,412
|
|
|
$
|
3,076
|
|
|
$
|
100,488
|
|
Due to SunEdison, net
|
|
186,435
|
|
|
7,997
|
|
|
194,432
|
|
|||
Change in total liabilities
|
|
|
|
$
|
11,073
|
|
|
|
(In thousands)
Statement of Cash Flows Caption |
|
As Previously Recasted
|
|
Recast Adjustments
|
|
Correction of Previously Recasted Amounts
1
|
|
As Recasted
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Cash paid to third parties for renewable energy facility construction
|
|
$
|
(1,137,275
|
)
|
|
$
|
(10,135
|
)
|
|
$
|
25,117
|
|
|
$
|
(1,122,293
|
)
|
Change in net cash used in investing activities
|
|
|
|
(10,135
|
)
|
|
25,117
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Borrowings of non-recourse long-term debt
|
|
472,444
|
|
|
3,076
|
|
|
(3,597
|
)
|
|
471,923
|
|
||||
Principal payments on non-recourse long-term debt
2
|
|
(338,070
|
)
|
|
—
|
|
|
(3,121
|
)
|
|
(341,191
|
)
|
||||
Due to SunEdison, net
|
|
210,967
|
|
|
7,059
|
|
|
(18,657
|
)
|
|
199,369
|
|
||||
Change in net cash provided by financing activities
|
|
|
|
10,135
|
|
|
(25,375
|
)
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net increase in cash and cash equivalents
|
|
467,940
|
|
|
—
|
|
|
(258
|
)
|
|
467,682
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(430
|
)
|
|
—
|
|
|
258
|
|
|
(172
|
)
|
||||
Cash and cash equivalents at beginning of period
|
|
1,044
|
|
|
—
|
|
|
—
|
|
|
1,044
|
|
||||
Cash and cash equivalents at end of period
|
|
$
|
468,554
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
468,554
|
|
(1)
|
During the fourth quarter of 2015, the Company identified a classification error in the amounts that were previously recasted in the Company's consolidated statement of cash flows for the year ended December 31, 2014 and has corrected the error as shown in the table above. This classification error did not have an impact on the Company's recasted consolidated statement of operations for the year ended December, 31, 2014, the consolidated balance sheet as of December 31, 2014 and did not impact cash and cash equivalents as of December 31, 2014 and 2013.
|
(2)
|
There is a
$1.5 million
difference between the previously recasted amount per the table above and the principal payments on long-term debt amount reported in the Company's Current Report on Form 8-K dated September 4, 2015 as the amount relates to a principal payment for the Company's Term Loan which is separately reported from principal payments on non-recourse long-term debt within cash flows from financing activities in the consolidated statement of cash flows within this Form 10-K.
|
(In thousands)
Statement of Cash Flows Caption |
|
As Previously Recasted
|
|
Recast Adjustments
|
|
Correction of Previously Recasted Amounts
1
|
|
As Recasted
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Due to SunEdison, net
|
|
$
|
24,291
|
|
|
$
|
—
|
|
|
$
|
(5,426
|
)
|
|
$
|
18,865
|
|
Change in net cash used in operating activities
|
|
|
|
—
|
|
|
(5,426
|
)
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Cash paid to third parties for renewable energy facility construction
|
|
(208,850
|
)
|
|
(938
|
)
|
|
(572
|
)
|
|
(210,360
|
)
|
||||
Change in net cash used in investing activities
|
|
|
|
(938
|
)
|
|
(572
|
)
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Borrowings of non-recourse long-term debt
|
|
303,442
|
|
|
—
|
|
|
1,287
|
|
|
304,729
|
|
||||
Principal payments on non-recourse long-term debt
|
|
(4,641
|
)
|
|
—
|
|
|
(1,287
|
)
|
|
(5,928
|
)
|
||||
Due to SunEdison, net
|
|
—
|
|
|
938
|
|
|
5,998
|
|
|
6,936
|
|
||||
Change in net cash provided by financing activities
|
|
|
|
938
|
|
|
5,998
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Net increase in cash and cash equivalents
|
|
1,041
|
|
|
—
|
|
|
—
|
|
|
1,041
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash and cash equivalents at beginning of period
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Cash and cash equivalents at end of period
|
|
$
|
1,044
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,044
|
|
(1)
|
During the fourth quarter of 2015, the Company identified a classification error in the amounts that were previously recasted in the Company's consolidated statement of cash flows for the year ended December 31, 2013 and has corrected the error as shown in the table above. This classification error did not have an impact on the Company's recasted consolidated statement of operations for the year ended December, 31, 2013, the consolidated balance sheet as of December 31, 2013 and did not impact cash and cash equivalents as of December 31, 2013 and 2012.
|
|
|
|
|
|
|
Year Ended December 31, 2015
|
|
As of December 31, 2015
|
||||||||||||||||||
Facility Category
|
|
Type
|
|
Location
|
|
Nameplate Capacity (MW)
|
|
Number of Sites
|
|
Initial Cash Paid
1
|
|
Cash Due to SunEdison
2
|
|
Debt Assumed
3
|
|
Debt Transferred
4
|
||||||||||
Distributed Generation
|
|
Solar
|
|
U.S.
|
|
91.5
|
|
|
74
|
|
|
$
|
155,573
|
|
|
$
|
2,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Residential
|
|
Solar
|
|
U.S.
|
|
12.9
|
|
|
1,806
|
|
|
25,053
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Utility
|
|
Solar
|
|
U.S.
|
|
54.8
|
|
|
9
|
|
|
69,868
|
|
|
14,341
|
|
|
—
|
|
|
14,475
|
|
||||
Utility
|
|
Solar
|
|
U.K.
|
|
214.3
|
|
|
14
|
|
|
150,595
|
|
|
—
|
|
|
205,587
|
|
|
—
|
|
||||
Utility
|
|
Wind
|
|
U.S.
|
|
200.0
|
|
|
1
|
|
|
127,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
|
|
573.5
|
|
|
1,904
|
|
|
$
|
528,089
|
|
|
$
|
16,941
|
|
|
$
|
205,587
|
|
|
$
|
14,475
|
|
(1)
|
Represents the amount paid to SunEdison on the date of acquisition of renewable energy facilities from SunEdison. Excludes aggregated tax equity partner payments of
$363.6 million
to SunEdison.
|
(2)
|
Represents commitments by the Company to SunEdison for the amount required for SunEdison to complete the construction of renewable energy facilities acquired from SunEdison, which was paid to SunEdison during the first quarter of 2016. This commitment is not recorded on the Company's balance sheet as of
December 31, 2015
(see
Note
19
. Related Parties)
and excludes tax equity partner payments of
$9.2 million
due to SunEdison.
|
(3)
|
Represents debt that was assumed by the Company as of the acquisition date of these facilities which was subsequently refinanced on
November 6, 2015
(see
Note
10
. Long-term debt
).
|
(4)
|
Represents debt recorded on the Company's balance sheet as of
December 31, 2015
. This debt was repaid by SunEdison during the first quarter of 2016 using cash proceeds paid by the Company and the tax equity partner to SunEdison for the acquisition of these facilities.
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating revenues, net
|
|
$
|
37,629
|
|
|
$
|
1,292
|
|
|
$
|
1,247
|
|
Operating expenses
|
|
39,527
|
|
|
1,017
|
|
|
1,015
|
|
|||
Operating (loss) income
|
|
(1,898
|
)
|
|
275
|
|
|
232
|
|
|||
Interest expense, net
|
|
5,575
|
|
|
1,773
|
|
|
1,862
|
|
|||
Other non-operating income, net
|
|
(3,582
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss
|
|
$
|
(3,891
|
)
|
|
$
|
(1,498
|
)
|
|
$
|
(1,630
|
)
|
|
2015 Preliminary
|
|
2015 Final
|
|
2014 Final
|
||||||||||||||||||||||||||||||
(In thousands)
|
Invenergy Wind
|
|
First Wind
|
|
Other First Wind
1
|
|
Northern Lights
|
|
Integrys
|
|
Other
|
|
Mt. Signal
|
|
Capital Dynamics
|
|
Other
|
||||||||||||||||||
Renewable energy facilities in service
|
$
|
1,486,746
|
|
|
$
|
795,462
|
|
|
$
|
—
|
|
|
$
|
62,018
|
|
|
$
|
69,935
|
|
|
$
|
7,931
|
|
|
$
|
649,570
|
|
|
$
|
190,352
|
|
|
$
|
256,912
|
|
Construction in progress - renewable energy facilities
|
—
|
|
|
—
|
|
|
264,858
|
|
|
—
|
|
|
—
|
|
|
28,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Accounts receivable
|
25,811
|
|
|
30,031
|
|
|
—
|
|
|
1,361
|
|
|
2,610
|
|
|
—
|
|
|
11,687
|
|
|
8,331
|
|
|
9,906
|
|
|||||||||
Intangible assets
|
748,300
|
|
|
123,600
|
|
|
—
|
|
|
39,000
|
|
|
28,966
|
|
|
12,454
|
|
|
119,767
|
|
|
74,236
|
|
|
120,624
|
|
|||||||||
Goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,874
|
|
|
—
|
|
|||||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Restricted cash
|
31,247
|
|
|
7,240
|
|
|
60
|
|
|
—
|
|
|
827
|
|
|
—
|
|
|
22,165
|
|
|
15
|
|
|
14,720
|
|
|||||||||
Derivative assets
|
32,311
|
|
|
44,755
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other assets
|
12,070
|
|
|
5,873
|
|
|
—
|
|
|
11
|
|
|
234
|
|
|
200
|
|
|
12,621
|
|
|
348
|
|
|
9,552
|
|
|||||||||
Total assets acquired
|
2,336,485
|
|
|
1,006,961
|
|
|
264,918
|
|
|
102,390
|
|
|
102,572
|
|
|
49,463
|
|
|
815,810
|
|
|
329,156
|
|
|
411,714
|
|
|||||||||
Accounts payable, accrued expenses and other current liabilities
|
23,195
|
|
|
9,854
|
|
|
442
|
|
|
440
|
|
|
409
|
|
|
1,854
|
|
|
22,725
|
|
|
1,478
|
|
|
3,016
|
|
|||||||||
Long-term debt, including current portion
|
531,221
|
|
|
47,400
|
|
|
72,881
|
|
|
—
|
|
|
15,882
|
|
|
—
|
|
|
413,464
|
|
|
—
|
|
|
136,156
|
|
|||||||||
Deferred income taxes
|
242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,129
|
|
|
927
|
|
|||||||||
Asset retirement obligations
|
47,346
|
|
|
19,890
|
|
|
—
|
|
|
818
|
|
|
5,730
|
|
|
509
|
|
|
4,656
|
|
|
13,073
|
|
|
17,374
|
|
|||||||||
Other long-term liabilities
|
6,004
|
|
|
18,562
|
|
|
23,237
|
|
|
—
|
|
|
5,786
|
|
|
—
|
|
|
—
|
|
|
12,100
|
|
|
5,242
|
|
|||||||||
Total liabilities assumed
|
608,008
|
|
|
95,706
|
|
|
96,560
|
|
|
1,258
|
|
|
27,807
|
|
|
2,363
|
|
|
440,845
|
|
|
51,780
|
|
|
162,715
|
|
|||||||||
Redeemable non-controlling interest
|
141,415
|
|
|
3,076
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,298
|
|
|
—
|
|
|
20,194
|
|
|
2,250
|
|
|||||||||
Non-controlling interest
|
308,000
|
|
|
96,624
|
|
|
—
|
|
|
—
|
|
|
4,045
|
|
|
—
|
|
|
83,310
|
|
|
—
|
|
|
2,000
|
|
|||||||||
Purchase price, net of cash acquired
|
$
|
1,279,062
|
|
|
$
|
811,555
|
|
|
$
|
168,358
|
|
|
$
|
101,132
|
|
|
$
|
70,720
|
|
|
$
|
38,802
|
|
|
$
|
291,655
|
|
|
$
|
257,182
|
|
|
$
|
244,749
|
|
(1)
|
Represents renewable energy facilities with a combined nameplate capacity of
222.6
MW acquired from SunEdison during the
year ended December 31, 2015
. These facilities were acquired by SunEdison from First Wind on January 29, 2015.
|
|
Capital
|
|
|
|
Other
|
||||||
(In thousands)
|
Dynamics
|
|
Mt. Signal
|
|
Acquisitions
|
||||||
Renewable energy facilities in service
|
$
|
200,712
|
|
|
$
|
649,005
|
|
|
$
|
245,828
|
|
Accounts receivable
|
4,511
|
|
|
11,617
|
|
|
11,251
|
|
|||
Intangible assets
|
83,114
|
|
|
117,925
|
|
|
140,248
|
|
|||
Deferred income taxes
|
22,129
|
|
|
—
|
|
|
—
|
|
|||
Restricted cash
|
15
|
|
|
22,165
|
|
|
14,688
|
|
|||
Other assets
|
687
|
|
|
12,621
|
|
|
4,987
|
|
|||
Total assets acquired
|
311,168
|
|
|
813,333
|
|
|
417,002
|
|
|||
Accounts payable, accrued expenses and other current liabilities
|
5,925
|
|
|
24,813
|
|
|
7,410
|
|
|||
Long-term debt, including current portion
|
—
|
|
|
413,464
|
|
|
137,472
|
|
|||
Deferred income taxes
|
25,191
|
|
|
—
|
|
|
892
|
|
|||
Asset retirement obligations
|
6,749
|
|
|
4,656
|
|
|
18,058
|
|
|||
Total liabilities assumed
|
37,865
|
|
|
442,933
|
|
|
163,832
|
|
|||
Redeemable non-controlling interest
|
16,600
|
|
|
—
|
|
|
7,738
|
|
|||
Non-controlling interest
|
—
|
|
|
78,745
|
|
|
2,175
|
|
|||
Purchase price, net of cash acquired
|
$
|
256,703
|
|
|
$
|
291,655
|
|
|
$
|
243,257
|
|
|
Fair Value
|
||||
(In thousands)
|
Invenergy
Wind |
First
Wind |
Northern
Lights |
Integrys
|
Other
|
Intangible assets
|
|
|
|
|
|
Favorable rate revenue contracts
|
550,000
|
3,900
|
39,000
|
21,168
|
12,454
|
In-place value of market rate revenue contracts
|
198,300
|
103,900
|
—
|
7,798
|
—
|
Favorable rate land leases
|
—
|
15,800
|
—
|
—
|
—
|
Intangible liabilities
|
|
|
|
|
|
Unfavorable rate revenue contracts
|
—
|
17,200
|
—
|
5,786
|
—
|
Unfavorable rate land lease
|
—
|
1,000
|
—
|
—
|
—
|
|
|
|
|
|
|
|
Weighted Average Amortization Period
1
|
||||
(In years)
|
Invenergy
Wind |
First
Wind |
Northern
Lights |
Integrys
|
Other
|
Intangible assets
|
|
|
|
|
|
Favorable rate revenue contracts
|
17
|
3
|
18
|
12
|
20
|
In-place value of market rate revenue contracts
|
21
|
18
|
—
|
22
|
—
|
Favorable rate land leases
|
—
|
20
|
—
|
—
|
—
|
Intangible liabilities
|
|
|
|
|
|
Unfavorable rate revenue contracts
|
—
|
6
|
—
|
19
|
—
|
Unfavorable rate land lease
|
—
|
18
|
—
|
—
|
—
|
|
Fair Value
|
||
(In thousands)
|
Mt. Signal
|
Capital
Dynamics |
Other
|
Intangible assets
|
|
|
|
Favorable rate revenue contracts
|
—
|
26,000
|
70,179
|
In-place value of market rate revenue contracts
|
119,767
|
48,236
|
50,445
|
Intangible liabilities
|
|
|
|
Unfavorable rate revenue contracts
|
—
|
12,100
|
—
|
|
|
|
|
|
Weighted Average Amortization Period
1
|
||
(In years)
|
Mt. Signal
|
Capital
Dynamics |
Other
|
Intangible assets
|
|
|
|
Favorable rate revenue contracts
|
—
|
18
|
19
|
In-place value of market rate revenue contracts
|
25
|
23
|
15
|
Intangible liabilities
|
|
|
|
Unfavorable rate revenue contracts
|
—
|
7
|
—
|
|
Year Ended December 31,
|
||||||
(In thousands, unaudited)
|
2015
|
|
2014
|
||||
Total operating revenues, net
|
$
|
605,724
|
|
|
$
|
427,794
|
|
Net loss
|
(113,823
|
)
|
|
(102,938
|
)
|
(In thousands)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Renewable energy facilities in service, at cost
|
|
$
|
5,906,154
|
|
|
$
|
2,241,728
|
|
Less accumulated depreciation - renewable energy facilities
|
|
(187,874
|
)
|
|
(52,981
|
)
|
||
Renewable energy facilities in service, net
|
|
5,718,280
|
|
|
2,188,747
|
|
||
Construction in progress - renewable energy facilities
|
|
84,100
|
|
|
459,465
|
|
||
Total renewable energy facilities, net
|
|
$
|
5,802,380
|
|
|
$
|
2,648,212
|
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Balance as of the beginning of the year
|
|
$
|
78,175
|
|
|
$
|
13,005
|
|
Additional obligations from renewable energy facilities achieving commercial operation
|
|
52,181
|
|
|
34,414
|
|
||
Assumed through acquisition
|
|
74,293
|
|
|
29,450
|
|
||
Acquisition accounting adjustments related to prior year acquisitions
|
|
5,640
|
|
|
—
|
|
||
Accretion expense
|
|
7,209
|
|
|
2,109
|
|
||
Currency translation adjustment
|
|
(2,352
|
)
|
|
(803
|
)
|
||
Balance as of the end of the year
|
|
$
|
215,146
|
|
|
$
|
78,175
|
|
(In thousands)
|
|
Distributed Generation reporting unit
|
||
Balance as of December 31, 2014
|
|
$
|
—
|
|
Goodwill acquired
|
|
55,874
|
|
|
Balance as of December 31, 2015
|
|
$
|
55,874
|
|
(In thousands, except weighted-average amortization period)
|
|
Weighted Average Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||
Favorable rate revenue contracts
|
|
17 years
|
|
$
|
714,137
|
|
|
$
|
(12,024
|
)
|
|
$
|
702,113
|
|
In-place value of market rate revenue contracts
|
|
20 years
|
|
551,226
|
|
|
(22,229
|
)
|
|
528,997
|
|
|||
Favorable rate land leases
|
|
19 years
|
|
15,800
|
|
|
(746
|
)
|
|
15,054
|
|
|||
Total intangible assets, net
|
|
|
|
$
|
1,281,163
|
|
|
$
|
(34,999
|
)
|
|
$
|
1,246,164
|
|
|
|
|
|
|
|
|
|
|
||||||
Unfavorable rate revenue contracts
|
|
8 years
|
|
$
|
35,086
|
|
|
$
|
(4,951
|
)
|
|
$
|
30,135
|
|
Unfavorable rate land lease
|
|
17 years
|
|
1,000
|
|
|
(51
|
)
|
|
949
|
|
|||
Total intangible liabilities, net
|
|
|
|
$
|
36,086
|
|
|
$
|
(5,002
|
)
|
|
$
|
31,084
|
|
(In thousands, except weighted-average amortization period)
|
|
Weighted Average Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||
Favorable rate revenue contracts
|
|
17 years
|
|
$
|
221,555
|
|
|
$
|
(4,161
|
)
|
|
$
|
217,394
|
|
In-place value of market rate revenue contracts
|
|
24 years
|
|
146,258
|
|
|
(1,979
|
)
|
|
144,279
|
|
|||
Total intangible assets, net
|
|
|
|
$
|
367,813
|
|
|
$
|
(6,140
|
)
|
|
$
|
361,673
|
|
(In thousands)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
||||||||||
Favorable rate revenue contracts
|
|
$
|
44,429
|
|
|
$
|
44,362
|
|
|
$
|
43,415
|
|
|
$
|
43,329
|
|
|
$
|
43,263
|
|
Unfavorable rate revenue contracts
|
|
(5,496
|
)
|
|
(5,490
|
)
|
|
(4,956
|
)
|
|
(4,845
|
)
|
|
(2,620
|
)
|
|||||
Total net amortization expense recorded to operating revenues, net
|
|
$
|
38,933
|
|
|
$
|
38,872
|
|
|
$
|
38,459
|
|
|
$
|
38,484
|
|
|
$
|
40,643
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
In-place value of market rate revenue contracts
|
|
$
|
27,740
|
|
|
$
|
27,740
|
|
|
$
|
27,740
|
|
|
$
|
27,740
|
|
|
$
|
27,740
|
|
Total amortization expense recorded to depreciation, accretion and amortization expense
|
|
$
|
27,740
|
|
|
$
|
27,740
|
|
|
$
|
27,740
|
|
|
$
|
27,740
|
|
|
$
|
27,740
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Favorable rate land leases
|
|
$
|
799
|
|
|
$
|
799
|
|
|
$
|
799
|
|
|
$
|
799
|
|
|
$
|
799
|
|
Unfavorable rate land lease
|
|
(56
|
)
|
|
(56
|
)
|
|
(56
|
)
|
|
(56
|
)
|
|
(56
|
)
|
|||||
Total net amortization expense recorded to cost of operations
|
|
$
|
743
|
|
|
$
|
743
|
|
|
$
|
743
|
|
|
$
|
743
|
|
|
$
|
743
|
|
(In thousands)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Current assets
|
|
$
|
89,185
|
|
|
$
|
69,955
|
|
Non-current assets
|
|
1,969,853
|
|
|
1,756,276
|
|
||
Total assets
|
|
$
|
2,059,038
|
|
|
$
|
1,826,231
|
|
Current liabilities
|
|
$
|
614,195
|
|
|
$
|
64,324
|
|
Non-current liabilities
|
|
142,443
|
|
|
707,989
|
|
||
Total liabilities
|
|
$
|
756,638
|
|
|
$
|
772,313
|
|
(In thousands, except rates)
Description: |
|
December 31, 2015
|
|
December 31, 2014
|
|
Interest Type
|
|
Current Interest Rate (%)
|
|
Financing Type
|
||||
Corporate-level long-term debt
1
:
|
|
|
|
|
|
|
|
|
|
|
||||
Term Loan
|
|
$
|
—
|
|
|
$
|
573,500
|
|
|
Variable
|
|
5.33
2
|
|
Term debt
|
Senior Notes due 2023
|
|
950,000
|
|
|
—
|
|
|
Fixed
|
|
5.88
|
|
Senior notes
|
||
Senior Notes due 2025
|
|
300,000
|
|
|
—
|
|
|
Fixed
|
|
6.13
|
|
Senior notes
|
||
Revolver
|
|
655,000
|
|
|
—
|
|
|
Variable
|
|
2.79
|
|
Revolving loan
|
||
Non-recourse long-term debt
3
:
|
|
|
|
|
|
|
|
|
|
|
||||
Permanent financing
|
|
2,546,864
|
|
|
824,167
|
|
|
Blended
4
|
|
5.77
5
|
|
Term debt / Senior notes
|
||
Construction financing
|
|
14,475
|
|
|
174,458
|
|
|
Variable
|
|
6.00
|
|
Construction debt
|
||
Financing lease obligations
|
|
136,594
|
|
|
126,167
|
|
|
Imputed
|
|
5.69
5
|
|
Financing lease obligations
|
||
Total principal due for long-term debt and financing lease obligations
|
|
4,602,933
|
|
|
1,698,292
|
|
|
|
|
5.40
5
|
|
|
||
Net unamortized (discount) premium
|
|
(20,821
|
)
|
|
1,473
|
|
|
|
|
|
|
|
||
Less current portion of long-term debt and financing lease obligations
|
|
(2,031,937
|
)
|
|
(100,488
|
)
|
|
|
|
|
|
|
||
Long-term debt and financing lease obligations, less current portion
|
|
$
|
2,550,175
|
|
|
$
|
1,599,277
|
|
|
|
|
|
|
|
(1)
|
Corporate-level debt represents debt issued by Terra Operating LLC and guaranteed by Terra LLC and certain subsidiaries of Terra Operating LLC other than non-recourse subsidiaries as defined in the relevant debt agreements.
|
(2)
|
The Company entered into an interest rate swap agreement fixing the interest rate at
5.33%
. The swap agreement was terminated upon repayment of the Term Loan.
|
(3)
|
Non-recourse debt represents debt issued by subsidiaries with no recourse to Terra LLC, Terra Operating LLC, or guarantors of the Company's corporate-level debt, other than limited or capped contingent support obligations, which in aggregate are not considered to be material to the Company's business and financial condition.
|
(4)
|
Includes variable rate debt and fixed rate debt. As of
December 31, 2015
,
67%
of this balance had a variable interest rate and the remaining
33%
of this balance had a fixed interest rate. The Company has entered into interest rate swap agreements to fix the interest rates of certain variable rate permanent financing non-recourse debt (see
Note
12
. Derivatives
).
|
(5)
|
Represents the weighted average interest rate as of
December 31, 2015
.
|
•
|
6:00
:1:00 for any fiscal quarter occurring after September 30, 2015, but ending on or before December 31, 2016;
|
•
|
5.75
:1:00 for any fiscal quarter occurring after December 31, 2016, but ending on or before December 31, 2017; and
|
•
|
5:00
:1:00 for any fiscal quarter ending after December 31, 2017 (subject to certain increases if certain acquisitions are consummated).
|
(In thousands)
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Minimum lease obligations
1
|
$
|
9,968
|
|
|
$
|
9,119
|
|
|
$
|
9,252
|
|
|
$
|
18,968
|
|
|
$
|
9,320
|
|
|
$
|
79,967
|
|
|
$
|
136,594
|
|
(1)
|
Represents the minimum lease payment due dates for our financing lease obligations and does not reflect the reclassification of
$99.1 million
of financing lease obligations to current as a result of debt defaults under most of our non-recourse financing arrangements.
|
(In thousands)
|
2016
1
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Maturities of long-term debt as of December 31, 2015
2
|
$
|
123,927
|
|
|
$
|
98,269
|
|
|
$
|
120,882
|
|
|
$
|
562,432
|
|
|
$
|
727,720
|
|
|
$
|
2,833,109
|
|
|
$
|
4,466,339
|
|
(1)
|
Includes
$14.5 million
of construction debt for the utility-scale renewable energy facilities located in the U.S. acquired in 2015 from SunEdison which was repaid by SunEdison during the first quarter of 2016 (see
Note
3.
Transactions Between Entities Under Common Control)
. Also includes
$30.0 million
of Revolver indebtedness that was paid during the fourth quarter of 2016 as discussed above.
|
(2)
|
Represents the contractual principal payment due dates for our long-term debt and does not reflect the reclassification of
$1.8 billion
of long-term debt to current as a result of debt defaults under most of our non-recourse financing arrangements.
|
(In thousands)
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
98
|
|
|
$
|
(12,507
|
)
|
|
$
|
(12,409
|
)
|
State and local
|
|
—
|
|
|
(1,182
|
)
|
|
(1,182
|
)
|
|||
Foreign
|
|
158
|
|
|
192
|
|
|
350
|
|
|||
Total expense (benefit)
|
|
$
|
256
|
|
|
$
|
(13,497
|
)
|
|
$
|
(13,241
|
)
|
Tax expense in equity
|
|
—
|
|
|
14,627
|
|
|
14,627
|
|
|||
Total
|
|
$
|
256
|
|
|
$
|
1,130
|
|
|
$
|
1,386
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
84
|
|
|
$
|
(3,554
|
)
|
|
$
|
(3,470
|
)
|
State and local
|
|
—
|
|
|
(213
|
)
|
|
(213
|
)
|
|||
Foreign
|
|
—
|
|
|
(1,006
|
)
|
|
(1,006
|
)
|
|||
Total expense (benefit)
|
|
$
|
84
|
|
|
$
|
(4,773
|
)
|
|
$
|
(4,689
|
)
|
Tax benefit in equity
|
|
—
|
|
|
(3,616
|
)
|
|
(3,616
|
)
|
|||
Total
|
|
$
|
84
|
|
|
$
|
(8,389
|
)
|
|
$
|
(8,305
|
)
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
—
|
|
|
$
|
(329
|
)
|
|
$
|
(329
|
)
|
State and local
|
|
—
|
|
|
42
|
|
|
42
|
|
|||
Foreign
|
|
165
|
|
|
34
|
|
|
199
|
|
|||
Total expense (benefit)
|
|
$
|
165
|
|
|
$
|
(253
|
)
|
|
$
|
(88
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Income tax benefit at U.S. federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (reduction) in income taxes:
|
|
|
|
|
|
|
|||
State income taxes, net of U.S. federal benefit
|
|
1.0
|
%
|
|
1.0
|
%
|
|
(2.1
|
)%
|
Foreign operations
|
|
9.9
|
%
|
|
1.4
|
%
|
|
—
|
%
|
Non-controlling interest
|
|
(20.6
|
)%
|
|
(15.8
|
)%
|
|
—
|
%
|
Stock-based compensation
|
|
(2.2
|
)%
|
|
(2.2
|
)%
|
|
—
|
%
|
Change in valuation allowance
|
|
(17.7
|
)%
|
|
(8.8
|
)%
|
|
—
|
%
|
Other
|
|
0.6
|
%
|
|
(5.2
|
)%
|
|
(28.5
|
)%
|
Effective tax benefit rate
|
|
6.0
|
%
|
|
5.4
|
%
|
|
4.4
|
%
|
|
|
As of December 31,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating losses and tax credit carryforwards
|
|
$
|
217,834
|
|
|
$
|
53,968
|
|
Investment in partnership
|
|
123,253
|
|
|
141,148
|
|
||
Deferred revenue
|
|
743
|
|
|
207
|
|
||
Renewable energy facilities
|
|
11,667
|
|
|
2,078
|
|
||
Total deferred tax assets
|
|
353,497
|
|
|
197,401
|
|
||
Valuation allowance
|
|
(333,858
|
)
|
|
(167,508
|
)
|
||
Net deferred tax assets
|
|
19,639
|
|
|
29,893
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Investment in partnership
|
|
45,269
|
|
|
25,287
|
|
||
Renewable energy facilities
|
|
—
|
|
|
7,473
|
|
||
Other
|
|
1,000
|
|
|
229
|
|
||
Total deferred tax liabilities
|
|
46,269
|
|
|
32,989
|
|
||
Net deferred tax liabilities
|
|
$
|
26,630
|
|
|
$
|
3,096
|
|
|
|
Fair Value of Derivative Instruments
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
Hedging Contracts
|
|
Derivatives Not Designated as Hedges
|
|
|
|
|
|
|
||||||||||||||||||||||
(In thousands)
|
|
Interest Rate Swaps
|
|
Commodity Contracts
|
|
Interest Rate Swaps
|
|
Foreign Currency Contracts
|
|
Commodity Contracts
|
|
Gross Amounts of Assets/Liabilities Recognized
|
|
Gross Amounts Offset in Consolidated Balance Sheets
|
|
Net Amounts in Consolidated Balance Sheets
|
||||||||||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
11,455
|
|
|
$
|
—
|
|
|
$
|
3,875
|
|
|
$
|
12,542
|
|
|
$
|
27,872
|
|
|
$
|
(1,451
|
)
|
|
$
|
26,421
|
|
Other assets
|
|
487
|
|
|
51,699
|
|
|
—
|
|
|
2,836
|
|
|
30,799
|
|
|
85,821
|
|
|
(70
|
)
|
|
85,751
|
|
||||||||
Total assets
|
|
$
|
487
|
|
|
$
|
63,154
|
|
|
$
|
—
|
|
|
$
|
6,711
|
|
|
$
|
43,341
|
|
|
$
|
113,693
|
|
|
$
|
(1,521
|
)
|
|
$
|
112,172
|
|
Accounts payable and other current liabilities
|
|
$
|
19,081
|
|
|
$
|
—
|
|
|
$
|
1,104
|
|
|
$
|
3,777
|
|
|
$
|
—
|
|
|
$
|
23,962
|
|
|
$
|
(1,451
|
)
|
|
$
|
22,511
|
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
70
|
|
|
(70
|
)
|
|
—
|
|
||||||||
Total liabilities
|
|
$
|
19,081
|
|
|
$
|
—
|
|
|
$
|
1,104
|
|
|
$
|
3,847
|
|
|
$
|
—
|
|
|
$
|
24,032
|
|
|
$
|
(1,521
|
)
|
|
$
|
22,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,811
|
|
|
$
|
—
|
|
|
$
|
1,811
|
|
|
$
|
—
|
|
|
$
|
1,811
|
|
Total assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,811
|
|
|
$
|
—
|
|
|
$
|
1,811
|
|
|
$
|
—
|
|
|
$
|
1,811
|
|
Accounts payable and other current liabilities
|
|
$
|
1,925
|
|
|
$
|
—
|
|
|
$
|
1,279
|
|
|
$
|
685
|
|
|
$
|
—
|
|
|
$
|
3,889
|
|
|
$
|
—
|
|
|
$
|
3,889
|
|
Total liabilities
|
|
$
|
1,925
|
|
|
$
|
—
|
|
|
$
|
1,279
|
|
|
$
|
685
|
|
|
$
|
—
|
|
|
$
|
3,889
|
|
|
$
|
—
|
|
|
$
|
3,889
|
|
(In thousands)
|
|
December 31, 2015
|
|
December 31, 2014
|
||
Derivatives designated as hedges:
|
|
|
|
|
||
Interest rate swaps (USD)
|
|
468,067
|
|
|
349,213
|
|
Interest rate swaps (GBP)
|
|
222,018
|
|
|
—
|
|
Commodity contracts (MWhs)
|
|
18,401
|
|
|
—
|
|
Derivatives not designated as hedges:
|
|
|
|
|
||
Interest rate swaps (USD)
|
|
15,794
|
|
|
16,861
|
|
Foreign currency contracts (GBP)
|
|
112,168
|
|
|
58,710
|
|
Foreign currency contracts (CAD)
|
|
40,566
|
|
|
25,415
|
|
Commodity contracts (MWhs)
|
|
1,828
|
|
|
—
|
|
|
|
Location of Loss (Gain) in the Statements of Operations
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
|||||||||
Interest rate swaps
|
|
Interest expense, net
|
|
$
|
345
|
|
|
$
|
1,279
|
|
|
$
|
—
|
|
Foreign currency contracts
|
|
Loss (gain) on foreign currency exchange, net
|
|
(3,600
|
)
|
|
(1,126
|
)
|
|
—
|
|
|||
Commodity contracts
|
|
Operating revenues, net
|
|
(10,178
|
)
|
|
—
|
|
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||||
|
|
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) net of taxes
1
|
|
Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)
|
|
Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)
|
|
Amount of Loss Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||||||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||
Interest rate swaps
|
|
$
|
(11,482
|
)
|
|
$
|
(1,925
|
)
|
|
$
|
—
|
|
|
Interest expense, net
|
|
$
|
4,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity contracts
|
|
38,395
|
|
|
—
|
|
|
—
|
|
|
Operating revenues, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
|
$
|
26,913
|
|
|
$
|
(1,925
|
)
|
|
$
|
—
|
|
|
|
|
$
|
4,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Net of taxes of
$14.6 million
related to commodity contracts during the
year ended December 31, 2015
. There were
no
taxes related to interest rate swaps during the
year ended December 31, 2015
. There were
no
taxes related to derivatives designated as hedges during the
years ended December 31, 2014 and 2013
.
|
(In thousands)
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||||||||||||||||||||||||||
Assets
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
487
|
|
|
$
|
—
|
|
|
$
|
487
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity contracts
|
—
|
|
|
43,341
|
|
|
63,154
|
|
|
106,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign currency contracts
|
—
|
|
|
5,190
|
|
|
—
|
|
|
5,190
|
|
|
—
|
|
|
1,811
|
|
|
—
|
|
|
1,811
|
|
||||||||
Total derivative assets
|
$
|
—
|
|
|
$
|
49,018
|
|
|
$
|
63,154
|
|
|
$
|
112,172
|
|
|
$
|
—
|
|
|
$
|
1,811
|
|
|
$
|
—
|
|
|
$
|
1,811
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
20,185
|
|
|
$
|
—
|
|
|
$
|
20,185
|
|
|
$
|
—
|
|
|
$
|
3,204
|
|
|
$
|
—
|
|
|
$
|
3,204
|
|
Foreign currency contracts
|
—
|
|
|
2,326
|
|
|
—
|
|
|
2,326
|
|
|
—
|
|
|
685
|
|
|
—
|
|
|
685
|
|
||||||||
Total derivative liabilities
|
$
|
—
|
|
|
$
|
22,511
|
|
|
$
|
—
|
|
|
$
|
22,511
|
|
|
$
|
—
|
|
|
$
|
3,889
|
|
|
$
|
—
|
|
|
$
|
3,889
|
|
(In thousands)
|
Year Ended December 31, 2015
|
||
Balance as of January 1, 2015
|
$
|
—
|
|
Realized and unrealized gains (losses):
|
|
||
Included in Other Comprehensive Income
|
53,022
|
|
|
Included in earnings
|
—
|
|
|
Purchases (acquisition of commodity contracts)
|
10,132
|
|
|
Settlements
|
—
|
|
|
Balance as of December 31, 2015
|
$
|
63,154
|
|
(In thousands, except range)
|
|
Fair Value as of December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||||
Transaction Type
|
|
Assets
|
|
Liabilities
|
|
Valuation Technique
|
|
Unobservable Inputs
|
|
Range
|
||||||||||
Commodity contracts - power
|
|
$
|
63,154
|
|
|
$
|
—
|
|
|
Discounted cash flow
|
|
Forward price (per MWh)
|
|
$
|
18.1
|
|
-
|
$
|
153.9
|
|
|
|
|
|
|
|
Option model
|
|
Volatilities
|
|
3.0
|
%
|
-
|
3.0
|
%
|
Significant Unobservable Input
|
|
Position
|
|
Impact on Fair Value Measurement
|
Increase (decrease) in forward price
|
|
Forward sale
|
|
Decrease (increase)
|
Increase (decrease) in implied volatilities
|
|
Purchase option
|
|
Increase (decrease)
|
|
|
As of December 31, 2015
|
|
As of December 31, 2014
|
||||||||||||
(In thousands)
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Long-term debt, including current portion
|
|
$
|
4,582,112
|
|
|
$
|
4,333,734
|
|
|
$
|
1,699,765
|
|
|
$
|
1,707,781
|
|
Shares:
|
|
Number Outstanding
|
|
Shareholder(s)
|
|
Class A common stock
|
|
79,612,533
|
|
|
*
|
Class B common stock
|
|
60,364,154
|
|
|
SunEdison
|
Total Shares
|
|
139,976,687
|
|
|
|
|
|
Number of RSAs Outstanding
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
|
Aggregate Intrinsic Value (in millions)
|
|||||
Balance as of January 1, 2015
|
|
4,876,567
|
|
|
$
|
1.12
|
|
|
|
||
Converted
|
|
(2,458,190
|
)
|
|
0.79
|
|
|
|
|||
Forfeited
|
|
(625,055
|
)
|
|
0.68
|
|
|
|
|||
Modified
|
|
66,294
|
|
|
35.05
|
|
|
|
|||
Balance as of December 31, 2015
|
|
1,859,616
|
|
|
$
|
2.93
|
|
|
$
|
23.4
|
|
|
|
Number of RSUs Outstanding
|
|
Aggregate Intrinsic Value (in millions)
|
|
Weighted Average Remaining
Contractual Life (In Years) |
|||
Balance as of January 1, 2015
|
|
825,943
|
|
|
|
|
|
||
Granted
|
|
2,851,857
|
|
|
|
|
|
||
Converted
|
|
(228,792
|
)
|
|
|
|
|
||
Forfeited
|
|
(240,614
|
)
|
|
|
|
|
||
Balance as of December 31, 2015
|
|
3,208,394
|
|
|
$
|
40.4
|
|
|
1.4
|
|
|
Number of Stock Options Outstanding
|
|
Weighted Average Exercise Price Per Share
|
|
Aggregate Intrinsic Value
(in millions) |
|
Weighted Average
Remaining Contractual Life (In Years) |
|||||
Balance as of January 1, 2015
|
|
150,000
|
|
|
$
|
29.31
|
|
|
|
|
|
||
Forfeited
|
|
(93,750
|
)
|
|
29.31
|
|
|
|
|
|
|||
Balance as of December 31, 2015
|
|
56,250
|
|
|
$
|
29.31
|
|
|
$
|
—
|
|
|
0.1
|
Options exercisable as of December 31, 2015
|
|
56,250
|
|
|
$
|
29.31
|
|
|
$
|
—
|
|
|
0.1
|
|
|
For the year ended December 31, 2014
|
|
Risk-free interest rate
|
|
1.4
|
%
|
Expected volatility
|
|
63.0
|
%
|
Expected term (in years)
|
|
4
|
|
Expected dividend yield
|
|
3.7
|
%
|
|
|
Year Ended December 31,
|
||||||
(In thousands, except per share amounts)
|
|
2015
|
|
2014
|
||||
Basic and diluted loss per share¹:
|
|
|
|
|
||||
Net loss attributable to Class A common stockholders
|
|
$
|
(79,886
|
)
|
|
$
|
(25,617
|
)
|
Less: dividends paid on Class A shares and participating RSAs
|
|
(74,377
|
)
|
|
—
|
|
||
Undistributed loss attributable to Class A shares
|
|
$
|
(154,263
|
)
|
|
$
|
(25,617
|
)
|
|
|
|
|
|
||||
Weighted average basic and diluted Class A shares outstanding
|
|
65,883
|
|
|
29,602
|
|
||
|
|
|
|
|
||||
Distributed earnings per share
|
|
$
|
1.09
|
|
|
$
|
—
|
|
Undistributed loss per share
|
|
(2.34
|
)
|
|
(0.87
|
)
|
||
Basic and diluted loss per share
|
|
$
|
(1.25
|
)
|
|
$
|
(0.87
|
)
|
(1)
|
The computations for diluted loss per share for the
year ended
December 31, 2015
exclude
60,364,154
shares of Class B common stock,
1,334,158
unvested RSAs,
3,208,394
unvested RSUs and
56,250
vested and exercisable options to purchase the Company's shares because the effect would have been anti-dilutive. The computations for diluted loss per share for the
year ended December 31, 2014
exclude
64,526,654
shares of Class B common stock,
5,840,000
shares of Class B1 common stock,
3,485,155
unvested RSAs,
825,943
unvested RSUs and
150,000
options to purchase the Company's shares because the effect would have been anti-dilutive.
|
(In thousands)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Non-controlling interests in Terra LLC:
|
|
|
|
|
||||
SunEdison
|
|
$
|
897,409
|
|
|
$
|
722,342
|
|
Riverstone
|
|
—
|
|
|
65,376
|
|
||
Total non-controlling interests in Terra LLC¹
|
|
897,409
|
|
|
787,718
|
|
||
Total non-controlling interests in renewable energy facilities
|
|
858,117
|
|
|
256,811
|
|
||
Total non-controlling interests
|
|
$
|
1,755,526
|
|
|
$
|
1,044,529
|
|
(1)
|
Reflects an equity reallocation of
$170.3 million
and
$139.1 million
as of
December 31, 2015
and
2014
, respectively, due to an adjustment of capital balances to reflect respective ownership percentages as of each balance sheet date.
|
|
|
Redeemable Non-controlling Interests
|
||||||||||
(In thousands)
|
|
Capital
|
|
Accumulated Deficit
|
|
Total
|
||||||
Balance as of December 31, 2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Consolidation of redeemable non-controlling interests in acquired renewable energy facilities
|
|
24,338
|
|
|
—
|
|
|
24,338
|
|
|||
Balance as of December 31, 2014
|
|
$
|
24,338
|
|
|
$
|
—
|
|
|
$
|
24,338
|
|
Consolidation of redeemable non-controlling interests in acquired renewable energy facilities
|
|
151,408
|
|
|
—
|
|
|
151,408
|
|
|||
Sale of membership interests in renewable energy facilities
|
|
3,032
|
|
|
—
|
|
|
3,032
|
|
|||
Repurchase of non-controlling interest
|
|
(8,504
|
)
|
|
—
|
|
|
(8,504
|
)
|
|||
Distributions
|
|
(2,764
|
)
|
|
—
|
|
|
(2,764
|
)
|
|||
Currency translation adjustment
|
|
(311
|
)
|
|
—
|
|
|
(311
|
)
|
|||
Net income
|
|
—
|
|
|
8,512
|
|
|
8,512
|
|
|||
Balance as of December 31, 2015
|
|
$
|
167,199
|
|
|
$
|
8,512
|
|
|
$
|
175,711
|
|
(in thousands)
|
|
Rent
|
||
2016
|
|
$
|
17,695
|
|
2017
|
|
18,101
|
|
|
2018
|
|
18,398
|
|
|
2019
|
|
18,692
|
|
|
2020
|
|
18,995
|
|
|
Thereafter
|
|
278,999
|
|
|
Total
|
|
$
|
370,880
|
|
|
|
Year ended December 31,
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
MSA - General and administrative expenses - affiliate
1
|
|
$
|
51,330
|
|
|
$
|
19,144
|
|
MSA - Failed deal costs
2
|
|
6,069
|
|
|
—
|
|
||
Interest Payment Agreement and Amended Interest Payment Agreement
3
|
|
18,597
|
|
|
5,400
|
|
||
First Wind capital expenditures and O&M labor fees
4
|
|
4,303
|
|
|
—
|
|
||
TerraForm Power, Inc. equity awards distributed to SunEdison
5
|
|
(10,509
|
)
|
|
—
|
|
||
Deemed contribution related to acquisitions from SunEdison
6
|
|
41,773
|
|
|
1,498
|
|
||
Lindsay debt repayment
7
|
|
40,306
|
|
|
—
|
|
||
Contribution in exchange for Class B common stock and Class B units at IPO
8
|
|
—
|
|
|
398,902
|
|
||
Other
|
|
1,532
|
|
|
—
|
|
||
Net SunEdison investment
|
|
$
|
153,401
|
|
|
$
|
424,944
|
|
(1)
|
Represents total general and administrative expenses - affiliate in excess of cash paid to SunEdison pursuant to the MSA agreement (
$4.0 million
paid during fiscal 2015 and
no
cash payments during fiscal 2014).
|
(2)
|
Represents acquisition costs related to failed deals that were paid by SunEdison. Such costs are reimbursable by SunEdison under the MSA.
|
(3)
|
Represents contributions received pursuant to the Interest Payment Agreement and the Amended Interest Payment Agreement.
$8.0 million
of the amount for the
year ended December 31, 2015
was not received in cash from SunEdison until February 3, 2016 and a receivable from SunEdison was recorded within Due to SunEdison, net as of December 31, 2015.
|
(4)
|
Represents contributions received for capital expenditures and operations and maintenance labor fees in excess of budgeted amounts for certain of the Company's wind power plants, which SunEdison committed to reimburse the Company for in conjunction with the First Wind Acquisition.
|
(5)
|
Represents stock-based compensation cost related to equity awards in the Company's stock which has been allocated to SunEdison.
|
(6)
|
Represents the difference between the cash purchase price and historical cost of the net assets acquired from SunEdison.
|
(7)
|
SunEdison repaid the remaining outstanding principal balance and interest due on the SunE Perpetual Lindsay construction term loan on the Company's behalf as required pursuant to the terms of a project investment agreement entered into prior to the IPO of the Company.
|
(8)
|
Represents SunEdison's net contribution at IPO in exchange for Class B common stock of the Company and Class B units of Terra LLC.
|
•
|
$32.1 million
to acquire
20
distributed generation solar facilities with combined nameplate capacity of
17.7
MW,
|
•
|
$3.8 million
to acquire additional residential solar generation facilities with a to-be-determined nameplate capacity, and,
|
•
|
$205.0 million
to acquire
three
utility-scale solar generation facilities with a combined nameplate capacity of
177.8
MW
|
•
|
$2.8 million
was paid to SunEdison to acquire
3
distributed generation solar facilities with a combined nameplate capacity of
1.2
MW that had an original purchase commitment of
$3.1 million
as of December 31, 2015,
|
•
|
$36.2 million
was paid to SunEdison to acquire a utility-scale solar generation facility with a combined nameplate capacity of
18.0
MW from SunEdison that had an original purchase commitment of
$36.6 million
as of December 31, 2015,
|
•
|
$168.4 million
of commitments to acquire
two
utility-scale solar generation facilities with a combined nameplate capacity of
159.8
MW were terminated,
|
•
|
$3.8 million
of commitments to acquire residential solar generation facilities were terminated and
|
•
|
$29.0 million
of commitments to acquire
17
distributed generation solar facilities with a combined nameplate capacity of
16.5
MW expired
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
(In thousands)
|
|
Solar
|
|
Wind
|
|
Corporate
|
|
Total
|
||||||||
Operating revenues, net
|
|
$
|
346,033
|
|
|
$
|
123,473
|
|
|
$
|
—
|
|
|
$
|
469,506
|
|
Depreciation, accretion and amortization expense
|
|
117,727
|
|
|
43,392
|
|
|
191
|
|
|
161,310
|
|
||||
Other operating costs and expenses
|
|
65,515
|
|
|
89,831
|
|
|
147,336
|
|
|
302,682
|
|
||||
Interest expense, net
|
|
71,351
|
|
|
6,991
|
|
|
89,463
|
|
|
167,805
|
|
||||
Other non-operating expenses, net
|
|
13,986
|
|
|
6,682
|
|
|
38,417
|
|
|
59,085
|
|
||||
Income tax benefit¹
|
|
—
|
|
|
—
|
|
|
(13,241
|
)
|
|
(13,241
|
)
|
||||
Net income (loss)
|
|
$
|
77,454
|
|
|
$
|
(23,423
|
)
|
|
$
|
(262,166
|
)
|
|
$
|
(208,135
|
)
|
Cash Flows
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
$
|
432,807
|
|
|
$
|
181,594
|
|
|
$
|
3,248
|
|
|
$
|
617,649
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
||||||||
Total assets
2
|
|
3,907,135
|
|
|
3,769,530
|
|
|
551,558
|
|
|
8,228,223
|
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
(In thousands)
|
|
Solar
|
|
Wind
|
|
Corporate
|
|
Total
|
||||||||
Operating revenues, net
|
|
$
|
127,156
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
127,156
|
|
Depreciation, accretion and amortization expense
|
|
41,280
|
|
|
—
|
|
|
—
|
|
|
41,280
|
|
||||
Other operating costs and expenses
|
|
33,322
|
|
|
—
|
|
|
46,165
|
|
|
79,487
|
|
||||
Interest expense, net
|
|
56,019
|
|
|
—
|
|
|
30,172
|
|
|
86,191
|
|
||||
Other non-operating (income) expenses, net
|
|
(6,209
|
)
|
|
—
|
|
|
13,019
|
|
|
6,810
|
|
||||
Income tax benefit¹
|
|
—
|
|
|
—
|
|
|
(4,689
|
)
|
|
(4,689
|
)
|
||||
Net income (loss)
|
|
$
|
2,744
|
|
|
$
|
—
|
|
|
$
|
(84,667
|
)
|
|
$
|
(81,923
|
)
|
Cash Flows
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
$
|
1,122,293
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,122,293
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
||||||||
Total assets
2
|
|
3,166,253
|
|
|
—
|
|
|
514,170
|
|
|
3,680,423
|
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
(In thousands)
|
|
Solar
|
|
Wind
|
|
Corporate
|
|
Total
|
||||||||
Operating revenues, net
|
|
$
|
18,716
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,716
|
|
Depreciation, accretion and amortization expense
|
|
5,731
|
|
|
—
|
|
|
—
|
|
|
5,731
|
|
||||
Other operating costs and expenses
|
|
7,627
|
|
|
—
|
|
|
—
|
|
|
7,627
|
|
||||
Interest expense, net
|
|
8,129
|
|
|
—
|
|
|
—
|
|
|
8,129
|
|
||||
Other non-operating income, net
|
|
(771
|
)
|
|
—
|
|
|
—
|
|
|
(771
|
)
|
||||
Income tax benefit¹
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
(88
|
)
|
||||
Net (loss) income
|
|
$
|
(2,000
|
)
|
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
(1,912
|
)
|
Cash Flows
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
$
|
210,360
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
210,360
|
|
(1)
|
Income tax benefit is not allocated to the Company's Solar and Wind segments.
|
(2)
|
As of
December 31, 2015
and
2014
, respectively.
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
(In thousands, except for percentages)
|
|
Segment
|
|
Amount
|
Percentage
|
|
Amount
|
Percentage
|
|
Amount
|
Percentage
|
|||||||||
San Diego Gas & Electric
|
|
Solar
|
|
$
|
67,562
|
|
14.4
|
%
|
|
$
|
39,574
|
|
31.1
|
%
|
|
N/A
|
|
N/A
|
|
|
Compañía Minera del Pacífico S.A.
|
|
Solar
|
|
N/A
|
|
N/A
|
|
|
23,130
|
|
18.2
|
%
|
|
N/A
|
|
N/A
|
|
|||
Customer A
|
|
Solar
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|
$
|
4,196
|
|
22.4
|
%
|
||
Customer B
|
|
Solar
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|
1,761
|
|
9.4
|
%
|
|||
Customer C
|
|
Solar
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
|
1,726
|
|
9.2
|
%
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States (including Puerto Rico)
|
|
$
|
368,117
|
|
|
$
|
87,502
|
|
|
$
|
18,716
|
|
Chile
|
|
27,148
|
|
|
23,130
|
|
|
—
|
|
|||
United Kingdom
|
|
55,542
|
|
|
15,890
|
|
|
—
|
|
|||
Canada
|
|
18,699
|
|
|
634
|
|
|
—
|
|
|||
Total operating revenues, net
|
|
$
|
469,506
|
|
|
$
|
127,156
|
|
|
$
|
18,716
|
|
(In thousands)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
United States (including Puerto Rico)
|
|
$
|
5,844,992
|
|
|
$
|
2,147,877
|
|
Chile
|
|
181,756
|
|
|
189,221
|
|
||
United Kingdom
|
|
659,176
|
|
|
545,848
|
|
||
Canada
|
|
418,494
|
|
|
126,939
|
|
||
Total long-lived assets, net
|
|
7,104,418
|
|
|
3,009,885
|
|
||
Current assets
|
|
954,367
|
|
|
593,772
|
|
||
Other non-current assets
|
|
169,438
|
|
|
76,766
|
|
||
Total assets
|
|
$
|
8,228,223
|
|
|
$
|
3,680,423
|
|
(In thousands)
|
|
Foreign Currency Translation Adjustments
|
|
Hedging Activities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
Balance as of December 31, 2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net unrealized loss arising during the period
|
|
(3,541
|
)
|
|
(1,925
|
)
|
|
(5,466
|
)
|
|||
Reclassification of net realized loss into earnings:
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive loss
|
|
(3,541
|
)
|
|
(1,925
|
)
|
|
(5,466
|
)
|
|||
Accumulated other comprehensive loss
|
|
(3,541
|
)
|
|
(1,925
|
)
|
|
(5,466
|
)
|
|||
Less: Other comprehensive loss attributable to non-controlling interests
|
|
(2,392
|
)
|
|
(1,437
|
)
|
|
(3,829
|
)
|
|||
Balance as of December 31, 2014
|
|
$
|
(1,149
|
)
|
|
$
|
(488
|
)
|
|
$
|
(1,637
|
)
|
Net unrealized (loss) gain arising during the period
|
|
(18,446
|
)
|
|
26,913
|
|
|
8,467
|
|
|||
Reclassification of net realized loss into earnings:
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
—
|
|
|
4,663
|
|
|
4,663
|
|
|||
Other comprehensive (loss) income
|
|
(18,446
|
)
|
|
31,576
|
|
|
13,130
|
|
|||
Accumulated other comprehensive (loss) income
|
|
(19,595
|
)
|
|
31,088
|
|
|
11,493
|
|
|||
Less: Other comprehensive loss attributable to non-controlling interests
|
|
(7,862
|
)
|
|
(3,545
|
)
|
|
(11,407
|
)
|
|||
Balance as of December 31, 2015
|
|
$
|
(11,733
|
)
|
|
$
|
34,633
|
|
|
$
|
22,900
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||||||||||
(In thousands)
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
||||||||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net unrealized loss arising during the period
|
|
$
|
(18,446
|
)
|
|
$
|
—
|
|
|
$
|
(18,446
|
)
|
|
$
|
(3,541
|
)
|
|
$
|
—
|
|
|
$
|
(3,541
|
)
|
Hedging activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net unrealized gain (loss) arising during the period
|
|
41,540
|
|
|
(14,627
|
)
|
|
26,913
|
|
|
(1,925
|
)
|
|
—
|
|
|
(1,925
|
)
|
||||||
Reclassification of net realized loss into earnings
|
|
4,663
|
|
|
—
|
|
|
4,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net change
|
|
46,203
|
|
|
(14,627
|
)
|
|
31,576
|
|
|
(1,925
|
)
|
|
—
|
|
|
(1,925
|
)
|
||||||
Other comprehensive income (loss)
|
|
$
|
27,757
|
|
|
$
|
(14,627
|
)
|
|
13,130
|
|
|
$
|
(5,466
|
)
|
|
$
|
—
|
|
|
(5,466
|
)
|
||
Less: Other comprehensive loss attributable to non-controlling interests, net of tax
|
|
|
|
|
|
(11,407
|
)
|
|
|
|
|
|
(3,829
|
)
|
||||||||||
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison
|
|
|
|
|
|
40,016
|
|
|
|
|
|
|
—
|
|
||||||||||
Other comprehensive loss attributable to Class A common stockholders
|
|
|
|
|
|
$
|
(15,479
|
)
|
|
|
|
|
|
$
|
(1,637
|
)
|
(In thousands)
|
|
December 31, 2015
|
||
Assets
|
|
|
||
Current assets:
|
|
|
||
Cash and cash equivalents
|
|
$
|
25,975
|
|
Restricted cash
|
|
31,571
|
|
|
Accounts receivable, net
|
|
5,086
|
|
|
Deferred financing costs, net
|
|
1,966
|
|
|
Prepaid expenses and other current assets
|
|
2,051
|
|
|
Total current assets
|
|
66,649
|
|
|
Renewable energy facilities, net
|
|
637,353
|
|
|
Intangible assets, net
|
|
1,802
|
|
|
Other assets
|
|
588
|
|
|
Total assets
|
|
$
|
706,392
|
|
|
|
|
||
Liabilities
|
|
|
||
Current liabilities:
|
|
|
||
Current portion of long-term debt and financing lease obligations
|
|
$
|
438,537
|
|
Accounts payable, accrued expenses and other current liabilities
|
|
12,284
|
|
|
Due to SunEdison, net
|
|
1,201
|
|
|
Total current liabilities
|
|
452,022
|
|
|
Asset retirement obligations
|
|
45,199
|
|
|
Total liabilities
|
|
$
|
497,221
|
|
(in thousands, except per share data)
|
|
Q1
(1)
|
|
Q2
(2)
|
|
Q3
(3)
|
|
Q4
(4)
|
||||||||
Operating revenues, net
|
|
$
|
70,515
|
|
|
$
|
130,046
|
|
|
$
|
163,291
|
|
|
$
|
105,654
|
|
Operating (loss) income
|
|
(11,963
|
)
|
|
39,681
|
|
|
64,135
|
|
|
(86,339
|
)
|
||||
Interest expense, net
|
|
36,855
|
|
|
35,961
|
|
|
48,786
|
|
|
46,203
|
|
||||
Net (loss) income
|
|
(83,660
|
)
|
|
29,134
|
|
|
2,418
|
|
|
(156,027
|
)
|
||||
Net (loss) income attributable to Class A common stockholders
|
|
(28,116
|
)
|
|
6,800
|
|
|
(820
|
)
|
|
(57,750
|
)
|
||||
Weighted average Class A common shares outstanding - basic and diluted
|
|
49,694
|
|
|
57,961
|
|
|
77,522
|
|
|
77,982
|
|
||||
Net (loss) earnings per weighted average Class A common share - basic and diluted
|
|
$
|
(0.57
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.75
|
)
|
(1)
|
The first quarter of 2015 includes a
$20.0 million
loss on the extinguishment of debt due primarily to the early termination of the Term Loan and its related interest rate swap, the exchange of the previous revolver to the Revolver and prepayment of premium paid in conjunction with the payoff of First Wind indebtedness at the acquisition date.
|
(2)
|
The second quarter of 2015 includes an
$11.4 million
gain on the extinguishment of debt related to termination of certain financing lease obligations upon acquisition of the Duke Energy operating facility.
|
(3)
|
The third quarter of 2015 includes
$9.9 million
of amortization expense of bridge commitment fees related to financing our pending acquisitions of Invenergy Wind and the Vivint Operating Assets.
|
(4)
|
The fourth quarter of 2015 includes a
$45.4 million
loss related to the write-off of the remaining balance of a prepaid warranty from SunEdison, a
$16.1 million
loss on investments and related party receivables, a
$10.0 million
loss resulting from the LAP arbitration settlement, a
$14.0 million
loss related to the Eastern Maine Electric Cooperative litigation reserve and a
$7.5 million
loss on the extinguishment of debt as a result of the U.K. refinancing.
|
(in thousands, except per share data)
|
|
Q1
|
|
Q2
(1)
|
|
Q3
(2)
|
|
Q4
|
||||||||
Operating revenues, net
|
|
$
|
8,392
|
|
|
$
|
22,378
|
|
|
$
|
53,566
|
|
|
$
|
42,820
|
|
Operating income (loss)
|
|
2,272
|
|
|
8,391
|
|
|
20,584
|
|
|
(24,858
|
)
|
||||
Interest expense, net
|
|
7,527
|
|
|
24,119
|
|
|
22,906
|
|
|
31,639
|
|
||||
Net loss
|
|
(4,293
|
)
|
|
(12,936
|
)
|
|
(1,868
|
)
|
|
(62,826
|
)
|
||||
Net loss attributable to Class A common stockholders
|
|
N/A
|
|
|
N/A
|
|
|
(4,014
|
)
|
|
(21,603
|
)
|
||||
Weighted average Class A common shares outstanding - basic and diluted
|
|
N/A
|
|
|
N/A
|
|
|
27,066
|
|
|
31,505
|
|
||||
Net loss per weighted average Class A common share - basic and diluted
|
|
N/A
|
|
|
N/A
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.69
|
)
|
(1)
|
The second quarter of 2014 includes a
$1.9 million
loss on the extinguishment of debt due to the termination of our capital lease obligations upon acquiring the lessor interest in the Alamosa project solar generation assets.
|
(2)
|
The third quarter of 2014 includes a
$9.6 million
net gain on the extinguishment of debt primarily due to the termination of our financing lease obligations upon acquiring the lessor interest in the SunE Solar Fund X solar generation assets and defeasance of debt obligations related to certain projects in the U.S. Projects 2009-2013 portfolio.
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
Purchase and Sale Agreement, dated as of November 17, 2014, among SunEdison, Inc., TerraForm Power, LLC, TerraForm Power, Inc., First Wind Holdings, LLC, First Wind Capital, LLC, D. E. Shaw Composite Holdings, L.L.C., the company members party thereto and D. E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P., acting jointly, solely in their capacity as the representative of the sellers (incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed on February 03, 2015).
|
|
|
|
2.2
|
|
First Amendment to the Purchase and Sale Agreement, dated as of January 28, 2015, among SunEdison, Inc., TerraForm Power, LLC and D. E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P., acting jointly, solely in their capacity as the representative of the sellers (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K filed on February 03, 2015).
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of TerraForm Power, Inc (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on July 25, 2014).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of TerraForm Power, Inc (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed on July 25, 2014).
|
|
|
|
4.1
|
|
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A, File No. 333-196345.
|
|
|
|
4.2
|
|
Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on July 25, 2014).
|
|
|
|
4.3
|
|
First Amendment to Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC, dated as of December 3, 2014 (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, File No. 333-200829 January 8, 2015).
|
|
|
|
4.4
|
|
Second Amendment to Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC, dated as of May 1, 2015 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on May 06, 2015).
|
|
|
|
4.5
|
|
Third Amendment to Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC, dated as of June 1, 2016 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 2, 2016).
|
|
|
|
4.6
|
|
Fourth Amendment to Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC, dated as of July 24, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on July 25, 2016).
|
|
|
|
4.7
|
|
Indenture, dated as of January 28, 2015, among TerraForm Power Operating, LLC, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Registrant’s 8-K filed on February 03, 2015).
|
|
|
|
4.8
|
|
First Supplemental Indenture, dated as of June 11, 2015, among TerraForm Power Operating, LLC, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 12, 2015).
|
|
|
|
4.9
|
|
Fourth Supplemental Indenture, dated as of August 29, 2016, among TerraForm Power Operating, LLC, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 31, 2016).
|
|
|
|
4.10
|
|
Indenture, dated as of July 17, 2015, by and among TerraForm Power Operating, LLC, each of the Guarantors party hereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended September 30, 2015).
|
|
|
|
4.11
|
|
Third Supplemental Indenture, dated as of August 29, 2016, among TerraForm Power Operating, LLC, the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 31, 2016).
|
|
|
|
10.1
|
|
Management Services Agreement, dated as of July 23, 2014, among TerraForm Power, Inc., TerraForm Power, LLC, TerraForm Power TerraOperating, LLC, and SunEdison, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 25, 2014).
|
|
|
|
10.2
|
|
Repowering Services Right of First Refusal Agreement, dated as of July 23, 2014, among TerraForm Power, Inc., TerraForm Power, LLC, TerraForm Power Operating LLC, and SunEdison, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed July 25, 2014).
|
|
|
|
10.3
|
|
Exchange Agreement, dated as of July 23, 2014, among TerraForm Power Inc., TerraForm Power, LLC, SunEdison, Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed July 25, 2014).
|
|
|
|
10.4
|
|
Class B1 Exchange Agreement, dated as of July 23, 2014, among TerraForm Power Inc., TerraForm Power, LLC, and R/C US Solar Investment Partnership, L.P. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed July 25, 2014).
|
|
|
|
10.5
|
|
TerraForm Power Inc. Registration Rights Agreement, dated as of July 23, 2014, among TerraForm Power Inc. and SunEdison, Inc. (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed July 25, 2014).
|
|
|
|
10.6
|
|
TerraForm Power Inc. Registration Rights Agreement, dated as of July 23, 2014, among TerraForm Power Inc. and R/C US Solar Investment Partnership, L.P. (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed July 25, 2014).
|
|
|
|
10.7
|
|
Mt. Signal Contribution Agreement, dated as of July 23, 2014, among TerraForm Power Inc., TerraForm Power, LLC, and Silver Ridge Power, LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed July 25, 2014).
|
|
|
|
10.8
|
|
Project Support Agreement, dated as of July 23, 2014, between SunEdison, Inc. and TerraForm Power, LLC (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed July 25, 2014).
|
|
|
|
10.9
|
|
Agreement Regarding the Priced Call Right Assets, dated as of July 23, 2014, between SunEdison, Inc. and TerraForm Power, LLC (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed July 25, 2014).
|
|
|
|
10.10
|
|
Interest Payment Agreement, dated as of July 23, 2014, among TerraForm Power, LLC, TerraForm Power Operating, LLC, SunEdison, Inc., and SunEdison Holdings Corporation (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed July 25, 2014).
|
|
|
|
10.11
|
|
Purchase Agreement, dated as of July 20, 2015, by and between TerraForm Power, LLC and SunEdison, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 22, 2015).
|
|
|
|
10.12
|
|
Credit and Guaranty Agreement, dated as of January 28, 2015, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of TerraForm Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent, collateral agent, joint lead arranger and joint bookrunner (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 03, 2015).
|
|
|
|
10.13
|
|
First Amendment to Credit and Guaranty Agreement, dated as of May 8, 2015, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
|
|
|
10.14
|
|
Second Amendment to Credit and Guaranty Agreement, dated as of August 11, 2015, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
|
|
|
10.15
|
|
Third Amendment to Credit and Guaranty Agreement, dated as of December 9, 2015, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
|
|
|
10.16
|
|
Fourth Amendment to Credit and Guaranty Agreement, dated as of March 30, 2016, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
|
|
|
10.17
|
|
Fifth Amendment to Credit and Guaranty Agreement, dated as of April 29, 2016, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
|
|
|
10.18
|
|
Sixth Amendment to Credit and Guaranty Agreement, dated as of May 6, 2016, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2016).
|
|
|
|
10.19
|
|
Seventh Amendment to Credit and Guaranty Agreement, dated as of May 27, 2016, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report Form 8-K filed on June 2, 2016).
|
|
|
|
10.20
|
|
Eighth Amendment to Credit and Guaranty Agreement, dated as of September 9, 2016, among TerraForm Power Operating, LLC, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of Terraform Power Operating, LLC, as guarantors, the lenders party thereto from time to time, and Barclays Bank PLC, as administrative agent and collateral agent.
|
|
|
|
10.21
|
|
Amended and Restated Interest Payment Agreement, dated as of January 28, 2015, by and among TerraForm Power, LLC, TerraForm Power Operating, LLC, SunEdison, Inc. and SunEdison Holdings Corporation (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on February 03, 2015).
|
|
|
10.22
|
|
TerraForm Power, Inc. Registration Rights Agreement, dated as of January 29, 2015, among TerraForm Power, Inc., SunEdison, Inc., the holders of the Registrable Securities party thereto and Wilmington Trust, National Association, as collateral agent (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on February 03, 2015).
|
|
|
|
10.23
|
|
Joinder Agreement, dated as of May 1, 2015, by and among JPMorgan Chase Bank, N.A., Santander Bank, N.A., TerraForm Power Operating, LLC, TerraForm Power, LLC, Certain Subsidiaries of Borrower, Barclays Bank PLC, Bank of America, N.A., Citibank, N.A. and Keybank National Association (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on May 06, 2015).
|
|
|
|
10.24
|
|
Purchase and Sale Agreement, dated as of June 30, 2015, by and among Invenergy Wind Global LLC and TerraForm IWG Acquisition Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2015).
|
|
|
|
10.25
|
|
Amended and Restated Purchase and Sale Agreement, dated as of December 15, 2015, by and between Invenergy Wind Global LLC and TerraForm IWG Acquisition Holdings, LLC (incorporated by reference to Exhibit 10.1 to TerraForm Power’s Form 8-K filed on December 21, 2015).
|
|
|
|
10.26
|
|
Amended and Restated Purchase and Sale Agreement, dated as of December 15, 2015, by and between Invenergy Wind Global LLC and TerraForm IWG Acquisition Holdings II, LLC (incorporated by reference to Exhibit 10.2 to TerraForm Power’s Form 8-K filed on December 21, 2015).
|
|
|
|
10.27
|
|
Amended and Restated Purchase and Sale Agreement, dated as of December 15, 2015, by and between Invenergy Wind Global LLC and TerraForm IWG Acquisition Holdings III, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on December 21, 2015).
|
|
|
|
10.28
|
|
Raleigh Asset Purchase and Sale Agreement, dated as of June 30, 2015, by and between Invenergy Wind Canada Green Holdings ULC, TerraForm IWG Ontario Holdings LLC, Invenergy Wind Global LLC, Marubeni Corporation and Caisse de Dépôt et Placement du Québec (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended June 30, 2015).
|
|
|
|
10.29
|
|
First Amending Agreement, dated as of December 15, 2015, by and between Invenergy Wind Canada Green Holdings ULC and TerraForm IWG Ontario Holdings, LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K filed on December 21, 2015).
|
|
|
|
10.30
|
|
TerraForm Option Agreement, dated as of December 15, 2015, by and between Sun Edison LLC and TerraForm Power, LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s 8-K filed on December 21, 2015).
|
|
|
|
10.31
|
|
Purchase Agreement dated as of July 20, 2015, by and between TerraForm Power, LLC and SunEdison, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on July 22, 2015).
|
|
|
|
10.32
|
|
Amended and Restated Purchase Agreement, dated as of December 9, 2015, by and between SunEdison, Inc. and TerraForm Power, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on December 09, 2015).
|
|
|
|
10.33
|
|
Interim Agreement dated as of July 20, 2015 by and among SunEdison, Inc., SEV Merger Sub Inc. and TerraForm Power, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended September 30, 2015).
|
|
|
|
10.34
|
|
Amended and Restated Interim Agreement, dated as of December 9, 2015, by and between SunEdison, Inc., SEV Merger Sub Inc. and TerraForm Power, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on December 09, 2015).
|
|
|
|
10.35
|
|
Term Facility, Take/Pay and IDR Letter Agreement, dated as of December 9, 2015, by and between SunEdison, Inc. and TerraForm Power, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on December 09, 2015).
|
|
|
|
21.1
|
|
List of Subsidiaries of TerraForm Power, Inc.
|
|
|
|
31.1
|
|
Certification by the Chief Executive Officer of TerraForm Power, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification by the Chief Financial Officer of TerraForm Power, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32
|
|
Certification by the Chief Executive Officer and the Chief Financial Officer of TerraForm Power, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
TERRAFORM POWER, INC.
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date:
|
December 5, 2016
|
|
|
By:
|
/s/ PETER BLACKMORE
|
|
|
|
|
|
Peter Blackmore
|
|
|
|
|
|
Chairman of the Board and Interim Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ PETER BLACKMORE
|
|
Chairman of the Board and Interim Chief Executive Officer
|
|
December 5, 2016
|
Peter Blackmore
|
|
(Principal executive officer)
|
|
|
|
|
|
|
|
/s/ REBECCA J. CRANNA
|
|
Executive Vice President and Chief Financial Officer
|
|
December 5, 2016
|
Rebecca J. Cranna
|
|
(Principal financial officer and principal accounting officer)
|
|
|
|
|
|
|
|
/s/ DAVID RINGHOFER
|
|
Director
|
|
December 5, 2016
|
David Ringhofer
|
|
|
|
|
|
|
|
|
|
/s/ CHRISTOPHER COMPTON
|
|
Director
|
|
December 5, 2016
|
Christopher Compton
|
|
|
|
|
|
|
|
|
|
/s/ HANIF "WALLY" DAHYA
|
|
Director
|
|
December 5, 2016
|
Hanif "Wally" Dahya
|
|
|
|
|
|
|
|
|
|
/s/ JOHN F. STARK
|
|
Director
|
|
December 5, 2016
|
John F. Stark
|
|
|
|
|
|
|
|
|
|
/s/ GREGORY SCALLEN
|
|
Director
|
|
December 5, 2016
|
Gregory Scallen
|
|
|
|
|
|
|
|
|
|
/s/ DAVID SPRINGER
|
|
Director
|
|
December 5, 2016
|
David Springer
|
|
|
|
|
|
|
|
|
|
/s/ KERRI L. FOX
|
|
Director
|
|
December 5, 2016
|
Kerri L. Fox
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD "NED" HALL
|
|
Director
|
|
December 5, 2016
|
Edward "Ned" Hall
|
|
|
|
|
|
|
|
|
|
/s/ MARC S. ROSENBERG
|
|
Director
|
|
December 5, 2016
|
Marc S. Rosenberg
|
|
|
|
|
SECTION I.
|
AMENDMENTS TO CREDIT AGREEMENT
|
A.
|
The definition of “Applicable Margin” and “Applicable Revolving Commitment Fee Percentage” set forth in Section 1.1 of the Credit Agreement is hereby amended to:
|
1.
|
replace “thereafter” in clause (ii) with “from the date of delivery of the Compliance Certificate and the financial statements for the period ending June 30, 2015 referred to in the preceding clause (i) until September 5, 2016” and
|
2.
|
add clauses (iii), (iv) and (v) after the table in the first paragraph and before the sentence beginning with “Each change in the Applicable Margin” as follows:
|
Leverage Ratio
|
Applicable Margin for Eurodollar Rate Loans
|
Applicable Margin for Base Rate Loans
|
Applicable Revolving Commitment Fee Percentage
|
<3.50:1.00
|
4.00%
|
3.00%
|
0.375%
|
≥ 3.50:100 but ≤ 4.50:1.00
|
4.25%
|
3.25%
|
0.50%
|
> 4.50:1.00
|
4.50%
|
3.50%
|
0.50%
|
Leverage Ratio
|
Applicable Margin for Eurodollar Rate Loans
|
Applicable Margin for Base Rate Loans
|
Applicable Revolving Commitment Fee Percentage
|
<3.50:1.00
|
2.50%
|
1.50%
|
0.375%
|
≥ 3.50:100 but ≤ 4.50:1.00
|
2.75%
|
1.75%
|
0.50%
|
> 4.50:1.00
|
3.00%
|
2.00%
|
0.50%
|
SECTION II.
|
ACKNOWLEDGEMENT
|
SECTION III.
|
CONDITIONS TO EFFECTIVENESS
|
SECTION IV.
|
REPRESENTATIONS AND WARRANTIES
|
SECTION V.
|
ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION
|
SECTION VI.
|
MISCELLANEOUS
|
Name
|
Jurisdiction of Organization
|
TerraForm Power, LLC
|
Delaware
|
TerraForm Power Operating, LLC
|
Delaware
|
SunEdison Canada Yieldco Master Holdco, LLC
|
Delaware
|
SunEdison Canada Yieldco, LLC
|
Delaware
|
SunEdison Canada YieldCo Lindsay, LLC
|
Delaware
|
Lindsay Solar Farm Inc.
|
Ontario
|
TerraForm Canada UTL Solar Holdings, Inc.
|
British Columbia
|
Lindsay Solar GP Inc.
|
British Columbia
|
Lindsay Solar LP
|
British Columbia
|
TerraForm Canada UTL Intermediate GP Inc.
|
British Columbia
|
TerraForm Canada UTL Solar Intermediate Holdings LP
|
Ontario
|
TerraForm Canada UTL GP Inc.
|
British Columbia
|
TerraForm Canada UTL Solar Holdings LP
|
Ontario
|
TerraForm Ontario Solar Holdings GP Inc.
|
British Columbia
|
TerraForm Ontario Solar LP
|
Ontario
|
SunEdison Yieldco Chile Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco Chile HoldCo, LLC
|
Delaware
|
Amanecer Solar Holding SpA
|
Republic of Chile
|
Amanecer Solar SpA
|
Republic of Chile
|
SunEdison Yieldco ACQ1 Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco ACQ1, LLC
|
Delaware
|
SunEdison Yieldco DG–VIII Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco DG–VIII Holdings, LLC
|
Delaware
|
SunEdison PR DG, LLC
|
Delaware
|
SunE Solar VIII, LLC
|
Delaware
|
SunE WF CRS, LLC
|
Delaware
|
SunE Irvine Holdings, LLC
|
Delaware
|
SunE HB Holdings, LLC
|
Delaware
|
SunEdison Origination2, LLC
|
Delaware
|
SunE Solar VIII 2, LLC
|
Delaware
|
SunE GIL1, LLC
|
Delaware
|
SunE GIL2, LLC
|
Delaware
|
SunE GIL3, LLC
|
Delaware
|
SunE Gresham WWTP, LLC
|
Delaware
|
SunE WF Bellingham, LLC
|
Delaware
|
SunE WF Framingham, LLC
|
Delaware
|
SunE KHL PSNJ, LLC
|
Delaware
|
SunE WF Dedham, LLC
|
Delaware
|
SunEdison Yieldco Nellis HoldCo, LLC
|
Delaware
|
NAFB LP Holdings, LLC
|
Delaware
|
MMA NAFB Power, LLC
|
Delaware
|
Solar Star NAFB, LLC
|
Delaware
|
SunEdison Yieldco Regulus Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco Regulus Holdings, LLC
|
Delaware
|
SunE Regulus Managing Member, LLC
|
Delaware
|
SunE Regulus Equity Holdings, LLC
|
Delaware
|
SunE Regulus Holdings, LLC
|
Delaware
|
Regulus Solar, LLC
|
Delaware
|
SunEdison Yieldco ACQ2 Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco ACQ2, LLC
|
Delaware
|
CalRENEW-1, LLC
|
Delaware
|
SunEdison Yieldco ACQ3 Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco ACQ3, LLC
|
Delaware
|
SunE Alamosa1 Holdings, LLC
|
Delaware
|
SunE Alamosa1, LLC
|
Delaware
|
OL’s SunE Alamosa1 Trust
|
Delaware
|
SunEdison Yieldco ACQ9 Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco ACQ9, LLC
|
Delaware
|
Atwell Island Holdings, LLC
|
Delaware
|
SPS Atwell Island, LLC
|
Delaware
|
SunEdison Yieldco ACQ4 Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco ACQ4, LLC
|
Delaware
|
Yieldco SunEY US Holdco, LLC
|
Delaware
|
SunEY Solar Silvermine, LLC
|
Delaware
|
SunEY Solar I, LLC
|
Delaware
|
SunEY Solar Funding II, LLC
|
Delaware
|
SunEY Solar Power I, LLC
|
Delaware
|
SunEY Solar Ocean City Two, LLC
|
Delaware
|
SunEY Solar Funding IV, LLC
|
Delaware
|
Green Cove Management, LLC
|
Florida
|
SunEY Solar WPU, LLC
|
Delaware
|
SunEY Solar Lindenwold BOE, LLC
|
Delaware
|
SunEY Solar SWBOE, LLC
|
Delaware
|
SunEY Solar Solomon Schechter, LLC
|
Delaware
|
SunEY Solar Dev Co, LLC
|
Delaware
|
SunEY Solar Power III, LLC
|
Delaware
|
SunEY Solar Power II, LLC
|
Delaware
|
SunEY Solar Medford BOE, LLC
|
Delaware
|
SunEY Solar Medford Lakes, LLC
|
Delaware
|
SunEY Solar Wayne BOE, LLC
|
Delaware
|
SunEY Solar Hazlet BOE, LLC
|
Delaware
|
SunEY Solar Talbot County, LLC
|
Delaware
|
SunEY Solar Frederick BOE, LLC
|
Delaware
|
SunEY Sequoia I, LLC
|
Delaware
|
Solar PPA Partnership One, LLC
|
New York
|
Waldo Solar Energy Park of Gainesville, LLC
|
Delaware
|
SunEY Solar Cresskill BOE, LLC
|
Delaware
|
SunEY Solar KMBS, LLC
|
Delaware
|
SunEY Solar St. Joseph’s LLC
|
Delaware
|
SunEY Solar Liberty, LLC
|
Delaware
|
SunEY Solar Ocean City One, LLC
|
Delaware
|
SS San Antonio West, LLC
|
California
|
SunEY Solar Gibbstown, LLC
|
Delaware
|
SunEdison Yieldco ACQ5 Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco ACQ5, LLC
|
Delaware
|
SunEdison Marsh Hill, LLC
|
Delaware
|
2413465 Ontario, Inc.
|
Ontario
|
Marsh Hill III LP
|
Ontario
|
SunEdison Yieldco Enfinity Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco, Enfinity Holdings, LLC
|
Delaware
|
Enfinity SPV Holdings 2, LLC
|
Delaware
|
Enfinity Holdings WF LLC
|
Delaware
|
Enfinity NorCal 1 FAA, LLC
|
California
|
Enfinity Colorado DHA 1, LLC
|
Colorado
|
Enfinity Arizona 2 Camp Verde USD, LLC
|
Arizona
|
Enfinity Arizona 3 Winslow USD. LLC
|
Arizona
|
Enfinity BNB Napoleon Solar, LLC
|
Delaware
|
Enfinity CentralVal 5 LUESD LLC
|
California
|
SunEdison Yieldco DGS Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco, DGS Holdings, LLC
|
Delaware
|
SunE DGS Master Tenant, LLC
|
Delaware
|
SunE DGS Owner Holdco, LLC
|
Delaware
|
SunE Corcoran SP Owner, LLC
|
Delaware
|
SunE Solano SP Owner, LLC
|
Delaware
|
SunE Wasco SP Owner, LLC
|
Delaware
|
SunE Coalinga SH Owner, LLC
|
Delaware
|
SunE Pleasant Valley SP Owner, LLC
|
Delaware
|
SunEdison Yieldco ACQ7 Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco ACQ7, LLC
|
Delaware
|
MA Operating Holdings, LLC
|
Delaware
|
Fall River Commerce Solar Holdings, LLC
|
Delaware
|
Fall River Innovation Solar Holdings, LLC
|
Delaware
|
South Street Solar Holdings, LLC
|
Delaware
|
Uxbridge Solar Holdings, LLC
|
Delaware
|
SunEdison Yieldco ACQ8 Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco ACQ8, LLC
|
Delaware
|
SunEdison DG Operating Holdings-2, LLC
|
Delaware
|
SunEdison Yieldco ACQ6 Master Holdco, LLC
|
Delaware
|
SunEdison Yieldco ACQ6, LLC
|
Delaware
|
TerraForm Power Solar X Holdings, LLC
|
Delaware
|
SunE Solar X, LLC
|
Delaware
|
SunE J10 Holdings, LLC
|
Delaware
|
SE Solar Trust X, LLC
|
Delaware
|
TerraForm Power IVS I Master Holdco, LLC
|
Delaware
|
TerraForm Power IVS I Holdings, LLC
|
Delaware
|
TerraForm Power IVS I Holdings II, LLC
|
Delaware
|
IVS I Services, LLC
|
Delaware
|
Imperial Valley Solar 1 Holdings II, LLC
|
Delaware
|
Imperial Valley Solar 1 Holdings, LLC
|
Delaware
|
Imperial Valley Solar 1 Intermediate Holdings, LLC
|
Delaware
|
Imperial Valley Solar 1, LLC
|
Delaware
|
TerraForm LPT ACQ Master Holdco, LLC
|
Delaware
|
TerraForm LPT ACQ Holdings, LLC
|
Delaware
|
TerraForm 2014 LPT II ACQ Holdings, LLC
|
Delaware
|
SunE Solar XVI Manager, LLC
|
Delaware
|
SunE Solar XVI Holdings, LLC
|
Delaware
|
SunE Solar XVI Lessor, LLC
|
Delaware
|
TerraForm Solar Master Holdco, LLC
|
Delaware
|
TerraForm Solar Holdings, LLC
|
Delaware
|
TerraForm Hudson Energy Solar, LLC
|
Delaware
|
Hudson USB ITC Managing Member, LLC
|
Delaware
|
Hudson USB ITC Managing Member 2, LLC
|
Delaware
|
Hudson Solar Macy, LLC
|
Delaware
|
Hudson USB ITC Tenant, LLC
|
Delaware
|
Hudson USB ITC Owner, LLC
|
Delaware
|
Hudson USB ITC Tenant 2, LLC
|
Delaware
|
Hudson USB ITC Owner 2, LLC
|
Delaware
|
Hudson Solar Project 1 LLC
|
Delaware
|
Hudson Solar Project 2, LLC
|
Delaware
|
Hudson Solar Project 3 LLC
|
Delaware
|
SunEdison Yieldco DG Master Holdco, LLC
|
Delaware
|
SunEdison YieldCo DG Holdings, LLC
|
Delaware
|
SunEdison YieldCo Origination Holdings, LLC
|
Delaware
|
SunEdison NC Utility, LLC
|
Delaware
|
SunEdison NC Utility 2, LLC
|
Delaware
|
SunE Dessie Managing Member, LLC
|
Delaware
|
SunE Dessie Equity Holdings, LLC
|
Delaware
|
BASD Farmersville Solar, LLC
|
Delaware
|
BASD Freedom Solar I, LLC
|
Delaware
|
BASD Spring Garden Solar, LLC
|
Delaware
|
Capital Dynamics US Solar MA 1, LLC
|
Delaware
|
CD US Solar Sponsor 2, LLC
|
Delaware
|
CD US Solar Marketing 2, LLC
|
Delaware
|
CD US Solar MT 2, LLC
|
Delaware
|
CD US Solar PO 2, LLC
|
Delaware
|
CD US Solar Sponsor, LLC
|
Delaware
|
CD US Solar Developer, LLC
|
Delaware
|
CD US Solar Marketing, LLC
|
Delaware
|
CD US Solar MT 1, LLC
|
Delaware
|
CD US Solar PO 1, LLC
|
Delaware
|
CD US Solar MT 3, LLC
|
Delaware
|
CD US Solar PO 3, LLC
|
Delaware
|
TerraForm REC ACQ Master Holdco, LLC
|
Delaware
|
TerraForm REC ACQ Holdings, LLC
|
Delaware
|
TerraForm REC Holdings, LLC
|
Delaware
|
TerraForm REC Operating, LLC
|
Delaware
|
TerraForm Solar XVII ACQ Master Holdco, LLC
|
Delaware
|
TerraForm Solar XVII ACQ Holdings, LLC
|
Delaware
|
TerraForm Solar XVII Manager, LLC
|
Delaware
|
TerraForm Solar XVII, LLC
|
Delaware
|
SunE 29 Palms, LLC
|
Delaware
|
SunE CasimirES, LLC
|
Delaware
|
SunE DB10, LLC
|
Delaware
|
SunE DB11, LLC
|
Delaware
|
SunE DB12, LLC
|
Delaware
|
SunE DB15, LLC
|
Delaware
|
SunE DB17, LLC
|
Delaware
|
SunE DB18, LLC
|
Delaware
|
SunE DB20, LLC
|
Delaware
|
SunE DB24, LLC
|
Delaware
|
SunE DB33, LLC
|
Delaware
|
SunE DB34, LLC
|
Delaware
|
SunE DB36, LLC
|
Delaware
|
SunE DG3, LLC
|
Delaware
|
SunE DG6, LLC
|
Delaware
|
SunE DG12, LLC
|
Delaware
|
SunE DG13, LLC
|
Delaware
|
SunE DG14, LLC
|
Delaware
|
SunE DG15, LLC
|
Delaware
|
SunE DG16, LLC
|
Delaware
|
SunE DG17, LLC
|
Delaware
|
SunE DG18, LLC
|
Delaware
|
SunE EshlemanHall, LLC
|
Delaware
|
SunE SEM 2, LLC
|
Delaware
|
SunE SEM 3, LLC
|
Delaware
|
BWC Origination 10, LLC
|
Delaware
|
SunE Solar XVII Project1, LLC
|
Delaware
|
SunE Solar XVII Project2, LLC
|
Delaware
|
SunE Solar XVII Project3, LLC
|
Delaware
|
TerraForm Solar XVII Project Holdings, LLC
|
Delaware
|
TerraForm First Wind ACQ Master Holdco, LLC
|
Delaware
|
TerraForm First Wind ACQ, LLC
|
Delaware
|
First Wind Operating Company, LLC
|
Delaware
|
Hawaiian Island Holdings, LLC
|
Delaware
|
First Wind Kahuku Holdings, LLC
|
Delaware
|
Kahuku Holdings, LLC
|
Delaware
|
Kahuku Wind Power, LLC
|
Delaware
|
Hawaii Holdings, LLC
|
Delaware
|
Kaheawa Wind Power II, LLC
|
Delaware
|
First Wind HWP Holdings, LLC
|
Delaware
|
Hawaii Wind Partners, LLC
|
Delaware
|
Hawaii Wind Partners II, LLC
|
Delaware
|
Kaheawa Wind Power, LLC
|
Delaware
|
First Wind Northeast Company, LLC
|
Delaware
|
Northeast Wind Partners II, LLC
|
Delaware
|
Northeast Wind Capital Holdings, LLC
|
Delaware
|
Northeast Wind Capital II, LLC
|
Delaware
|
Maine Wind Partners II, LLC
|
Delaware
|
Maine Wind Partners, LLC
|
Delaware
|
Evergreen Wind Power, LLC
|
Delaware
|
Rollins Holdings, LLC
|
Delaware
|
Evergreen Wind Power III, LLC
|
Delaware
|
Stetson Wind Holdings Company, LLC
|
Delaware
|
Stetson Holdings, LLC
|
Delaware
|
Stetson Wind II, LLC
|
Delaware
|
Evergreen Gen Lead, LLC
|
Delaware
|
First Wind Blue Sky East Holdings, LLC
|
Delaware
|
Blue Sky East Holdings, LLC
|
Delaware
|
Blue Sky East, LLC
|
Delaware
|
Sheffield Wind Holdings, LLC
|
Delaware
|
Sheffield Holdings, LLC
|
Delaware
|
Vermont Wind, LLC
|
Delaware
|
CSSW Cohocton Holdings, LLC
|
Delaware
|
New York Wind, LLC
|
Delaware
|
Canandaigua Power Partners, LLC
|
Delaware
|
Canandaigua Power Partners II, LLC
|
Delaware
|
CSSW Steel Winds Holdings, LLC
|
Delaware
|
Huron Holdings, LLC
|
Delaware
|
Niagara Wind Power, LLC
|
Delaware
|
Erie Wind, LLC
|
Delaware
|
FW Mass PV Portfolio, LLC
|
Delaware
|
FWPV Capital, LLC
|
Delaware
|
FWPV Holdings, LLC
|
Delaware
|
FWPV, LLC
|
Delaware
|
Mass Solar 1 Holdings, LLC
|
Delaware
|
Mass Solar 1, LLC
|
Delaware
|
Millbury Solar, LLC
|
Delaware
|
Mass Midstate Solar 1, LLC
|
Delaware
|
Mass Midstate Solar 2, LLC
|
Delaware
|
Mass Midstate Solar 3, LLC
|
Delaware
|
TerraForm Thor ACQ Master Holdco, LLC
|
Delaware
|
TerraForm Thor ACQ Holdings, LLC
|
Delaware
|
TerraForm Private Holdings II, LLC
|
Delaware
|
TerraForm Private II, LLC
|
Delaware
|
TerraForm Private Operating II, LLC
|
Delaware
|
FW Panhandle Portfolio II, LLC
|
Delaware
|
First Wind Panhandle Holdings II, LLC
|
Delaware
|
First Wind South Plains Portfolio, LLC
|
Delaware
|
First Wind Texas Holdings II, LLC
|
Delaware
|
South Plains Wind Energy, LLC
|
Delaware
|
TerraForm IWG Acquisition Holdings, LLC
|
Delaware
|
Rattlesnake Wind I Class B Holdings LLC
|
Delaware
|
Rattlesnake Wind I Holdings LLC
|
Delaware
|
Rattlesnake Wind I LLC
|
Delaware
|
TerraForm IWG Acquisition Ultimate Holdings II, LLC
|
Delaware
|
TerraForm IWG Acquisition Intermediate Holdings II, LLC
|
Delaware
|
TerraForm IWG Acquisition Holdings II Parent, LLC
|
Delaware
|
TerraForm IWG Acquisition Holdings II, LLC
|
Delaware
|
Bishop Hill Class B Holdings LLC
|
Delaware
|
Bishop Hill Holdings LLC
|
Delaware
|
Bishop Hill Energy LLC
|
Delaware
|
TerraForm IWG Acquisition Holdings III, LLC
|
Delaware
|
California Ridge Class B Holdings LLC
|
Delaware
|
California Ridge Holdings LLC
|
Delaware
|
California Ridge Wind Energy LLC
|
Delaware
|
Invenergy Prairie Breeze Holdings LLC
|
Delaware
|
Prairie Breeze Class B Holdings LLC
|
Delaware
|
Prairie Breeze Holdings LLC
|
Delaware
|
Prairie Breeze Wind Energy LLC
|
Delaware
|
TerraForm IWG Ontario Holdings Grandparent, LLC
|
Delaware
|
TerraForm IWG Ontario Holdings Parent, LLC
|
Delaware
|
TerraForm IWG Ontario Holdings, LLC
|
Delaware
|
TerraForm Utility Solar XIX Holdings, LLC
|
Delaware
|
TerraForm Utility Solar XIX Manager, LLC
|
Delaware
|
TerraForm Utility Solar XIX, LLC
|
Delaware
|
Beryl Solar, LLC
|
Delaware
|
Buckhorn Solar, LLC
|
Delaware
|
Cedar Valley Solar, LLC
|
Delaware
|
Granite Peak Solar, LLC
|
Delaware
|
Greenville Solar, LLC
|
Delaware
|
LKL BLBD, LLC
|
Delaware
|
Laho Solar, LLC
|
Delaware
|
Milford Flat Solar, LLC
|
Delaware
|
River Mountains Solar, LLC
|
Delaware
|
SunE DB APNL, LLC
|
Delaware
|
TerraForm Solar XIX Project Holdings, LLC
|
Delaware
|
SunEdison Yieldco ACQ10, LLC
|
Delaware
|
TerraForm Dairyland Acquisitions, LLC
|
Delaware
|
Integrys Solar, LLC
|
Delaware
|
Gilbert Solar Facility I, LLC
|
Delaware
|
INDU Solar Holdings, LLC
|
Delaware
|
Berkley East Solar LLC
|
Delaware
|
ISH Solar AZ, LLC
|
Delaware
|
ISH Solar Beach, LLC
|
Delaware
|
ISH Solar CA, LLC
|
Delaware
|
ISH Solar Central, LLC
|
Delaware
|
ISH Solar Hospitals, LLC
|
Delaware
|
ISH Solar Mouth, LLC
|
Delaware
|
SEC BESD Solar One, LLC
|
Delaware
|
SEC Bellefonte SD Solar One, LLC
|
Delaware
|
Sterling Solar LLC
|
Delaware
|
Solar Hold 2008 – 1, LLC
|
Delaware
|
Integrys NJ Solar, LLC
|
Delaware
|
Solar Star California II, LLC
|
Delaware
|
Soltage – ADC 630 Jamesburg, LLC
|
Delaware
|
Soltage – MAZ 700 Tinton Falls, LLC
|
Delaware
|
Soltage – PLG 500 Milford, LLC
|
Delaware
|
Solar Star New Jersey VI, LLC
|
Delaware
|
TerraForm Italy LDV Holdings, LLC
|
Delaware
|
TerraForm Japan Holdco, LLC
|
Delaware
|
TerraForm Japan Holdco GK
|
Japan
|
TerraForm Power Holdings B.V.
|
Netherlands
|
TerraForm Power Finance B.V.
|
Netherlands
|
TerraForm Power Holdings Singapore Pte. Ltd.
|
Singapore
|
TerraForm Power Holdings 2 B.V.
|
Netherlands
|
TerraForm PR Holdings 1, LLC
|
Delaware
|
TerraForm Resi Solar Manager, LLC
|
Delaware
|
TerraForm Resi Solar I, LLC
|
Delaware
|
TerraForm Resi Solar Manager II, LLC
|
Delaware
|
TerraForm Resi Solar II, LLC
|
Delaware
|
TerraForm Solar IX Holdings, LLC
|
Delaware
|
SunE B9 Holdings, LLC
|
Delaware
|
TerraForm Solar XVIII ACQ Holdings, LLC
|
Delaware
|
TerraForm Solar XVIII Manager, LLC
|
Delaware
|
TerraForm Solar XVIII, LLC
|
Delaware
|
SunE DB3, LLC
|
Delaware
|
SunE DB8, LLC
|
Delaware
|
SunE DB27, LLC
|
Delaware
|
SunE DB42, LLC
|
Delaware
|
SunE DB43, LLC
|
Delaware
|
SunE DB44, LLC
|
Delaware
|
SunE DB45, LLC
|
Delaware
|
SunE DG1, LLC
|
Delaware
|
SunE DG2, LLC
|
Delaware
|
SunE DG8, LLC
|
Delaware
|
SunE DG25, LLC
|
Delaware
|
SunE IM Pflugerville, LLC
|
Delaware
|
SunE HARD Mission Hills, LLC
|
Delaware
|
SunE HH Blue Mountain, LLC
|
Delaware
|
SunE HH Buchanan, LLC
|
Delaware
|
SunE HH Frank Lindsey, LLC
|
Delaware
|
SunE HH Furnace Woods, LLC
|
Delaware
|
SunE HH Hudson High, LLC
|
Delaware
|
Oak Leaf Solar V LLC
|
Delaware
|
Water Street Solar 1, LLC
|
Delaware
|
TerraForm MP Holdings, LLC
|
Delaware
|
TerraForm MP Solar, LLC
|
Delaware
|
TerraForm Ontario Solar Holdings, LLC
|
Delaware
|
TerraForm Ontario Solar, LLC
|
Delaware
|
TerraForm KWP Investor Holdings, LLC
|
Delaware
|
KWP Upwind Holdings LLC
|
Delaware
|
1
|
I have reviewed this annual report on Form 10-K of TerraForm Power, Inc.;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision; to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ PETER BLACKMORE
|
Name:
|
Peter Blackmore
|
Title:
|
Chairman of the Board and Interim Chief Executive Officer
|
|
(Principal executive officer)
|
1
|
I have reviewed this annual report on Form 10-K of TerraForm Power, Inc.;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision; to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ REBECCA J. CRANNA
|
Name:
|
Rebecca J. Cranna
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
(Principal financial officer and principal accounting officer)
|
|
1
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ PETER BLACKMORE
|
Name:
|
Peter Blackmore
|
Title:
|
Chairman of the Board and Interim Chief Executive Officer
|
|
(Principal executive officer)
|
By:
|
/s/ REBECCA J. CRANNA
|
Name:
|
Rebecca J. Cranna
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
(Principal financial officer and principal accounting officer)
|