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Transactions Between Entities Under Common Control

TRANSACTIONS BETWEEN ENTITIES UNDER COMMON CONTROL

Recast of Historical Financial Statements

During the three months ended March 31, 2016, the Company acquired renewable energy facilities with a combined nameplate capacity of 19.2 MW from SunEdison, which resulted in a recast of the consolidated balance sheet as of December 31, 2015. The facilities acquired from SunEdison during the three months ended March 31, 2016 were not in operation in 2015 and there was no impact to the unaudited condensed consolidated statement of operations, unaudited condensed consolidated statement of comprehensive loss or unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2015 as a result of these acquisitions.

The following table presents changes to previously reported amounts of the Company's consolidated balance sheet as of December 31, 2015 included in the Company's Annual Report on Form 10-K:



(In thousands) Balance Sheet Caption	As Reported		Recast Adjustments		As Recasted
Renewable energy facilities, net	$	5,802,380	$	31,854	$	5,834,234
Other assets	119,960		383		120,343
Change in total assets			$	32,237

Current portion of long-term debt and financing lease obligations	$	2,014,331	$	23,588	$	2,037,919
Accounts payable, accrued expenses and other current liabilities	150,721		2,325		153,046
Due to SunEdison, net	20,274		6,324		26,598
Change in total liabilities			$	32,237

As a result of the Company's acquisition of renewable energy facilities from SunEdison during the last nine months of 2015, the following table presents changes to the Company's previously reported unaudited condensed consolidated statement of comprehensive loss for the three months ended March 31, 2015 included in the Company's Quarterly Report on Form 10-Q dated May 7, 2015. These adjustments are required to reflect the activity of the renewable energy facilities for the period owned by SunEdison in accordance with rules applicable to transactions between entities under common control.



(In thousands) Statement of Comprehensive Loss	As Reported			Recast Adjustments		As Recasted
Other comprehensive income (loss), net of tax:
Hedging activities:
Net unrealized (loss) gain arising during the period, net of tax	$	(2,248	)	$	12,500	$	10,252
Change in total comprehensive loss				12,500
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison	$	—		12,500		$	12,500
Change in comprehensive loss attributable to Class A common stockholders				$	—

As a result of the Company's acquisition of renewable energy facilities from SunEdison during the last nine months of 2015, the following table presents changes to the Company's previously reported unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2015 included in the Company's Quarterly Report on Form 10-Q dated May 7, 2015. These adjustments are required to reflect the activity of the renewable energy facilities for the period owned by SunEdison in accordance with rules applicable to transactions between entities under common control.



(In thousands) Statement of Cash Flows Caption	As Reported			Recast Adjustments			As Recasted
Cash flows from investing activities:
Cash paid to third parties for renewable energy facility construction	$	(82,758	)	$	(99,607	)	$	(182,365	)
Acquisitions of renewable energy facilities from third parties, net of cash acquired	(810,720		)	(187,248		)	(997,968		)
Change in restricted cash	494			(2,544		)	(2,050		)
Change in net cash used in investing activities				(289,399		)

Cash flows from financing activities:
Borrowings of non-recourse long-term debt	275,987			60,451			336,438
Principal payments on non-recourse long-term debt	(2,910		)	(12,984		)	(15,894		)
Due to SunEdison, net	(148,998		)	242,514			93,516
Change in net cash provided by financing activities				289,981

Net decrease in cash and cash equivalents	(315,130		)	582			(314,548		)
Effect of exchange rate changes on cash and cash equivalents	(1		)	(582		)	(583		)
Cash and cash equivalents at beginning of period	468,554			—			468,554
Cash and cash equivalents at end of period	$	153,423		$	—		$	153,423

Acquisitions of Renewable Energy Facilities from SunEdison

The assets and liabilities transferred to the Company for the acquisitions of renewable energy facilities relate to interests under common control with SunEdison, and accordingly, have been recorded at historical cost. The difference between the cash purchase price and historical cost of the net assets acquired has been recorded as a contribution from SunEdison.

The following table summarizes the renewable energy facilities acquired by the Company from SunEdison through a series of transactions:



			Three Months Ended March 31, 2016				As of March 31, 2016
Facility Category	Type	Location	Nameplate Capacity (MW)	Number of Sites	Initial Cash Paid¹		Cash Due to SunEdison²		Debt Transferred³
Distributed Generation	Solar	U.S.	1.2	3	$	2,750	$	—	$	—
Utility	Solar	U.S.	18.0	1	6,954		29,277		16,703
Total			19.2	4	$	9,704	$	29,277	$	16,703

————


(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 $1.6 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 third quarter of 2016. This commitment is not recorded on the Company's balance sheet as of March 31, 2016 (see Note 17. Related Parties).


(3)	Represents debt recorded on the Company's balance sheet as of March 31, 2016. This debt was repaid by SunEdison during the third quarter of 2016 using cash proceeds paid by the Company for the acquisition of these facilities.

During the three months ended March 31, 2016, the Company paid $7.7 million to SunEdison for the acquisition of renewable energy facilities that had achieved commercial operations as of March 31, 2016. Additionally, during the three months ended March 31, 2016, the Company paid $2.0 million to SunEdison for facilities acquired from SunEdison that had not achieved commercial operations as of March 31, 2016.

Assets Held for Sale

3 Months Ended

Mar. 31, 2016

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale

ASSETS HELD FOR SALE

The Company commenced a sale of substantially all of its portfolio of solar power plants located in the United Kingdom (the "U.K.") through a broad based sales process pursuant to a plan approved by management, and it is probable that the sale of this portfolio will occur within one year from the balance sheet date. As a result, the Company classified $672.9 million of assets and $495.8 million of liabilities as held for sale and measured each at the lower of carrying value or fair value less cost to sell. The Company's analysis indicated that the fair value less costs to sell exceeded the carrying value of the assets and no impairment losses were recognized during the three months ended March 31, 2016. As of the financial statement issuance date, the Company had entered negotiations with a preferred bidder.

The following table summarizes the major classes of assets and liabilities which are classified as held for sale on the Company's unaudited condensed consolidated balance sheet as of March 31, 2016:



(In thousands)	March 31, 2016
Assets held for sale:
Cash and cash equivalents	$	21,697
Restricted cash	22,930
Accounts receivable, net	7,251
Prepaid expenses and other current assets	3,847
Total current assets held for sale	55,725
Renewable energy facilities, net	615,052
Intangible assets, net	1,733
Other assets	419
Total non-current assets held for sale	617,204
Total assets held for sale	$	672,929

Liabilities related to assets held for sale:
Current portion of long-term debt	$	425,301
Accounts payable, accrued expenses and other current liabilities	25,021
Due to SunEdison, net	940
Total current liabilities related to assets held for sale	451,262
Asset retirement obligations	44,563
Total non-current liabilities related to assets held for sale	44,563
Total liabilities related to assets held for sale	$	495,825

The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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Acquisitions

3 Months Ended

Mar. 31, 2016

Acquisitions

ACQUISITIONS

2015 Acquisitions

Acquisition of Invenergy Wind Power Plants

On December 15, 2015, the Company acquired operating wind power plants with a combined nameplate capacity of 831.5 MW (net) from Invenergy Wind Global LLC (together with its subsidiaries, “Invenergy Wind”) for $1.3 billion in cash and the assumption of $531.2 million of non-recourse indebtedness. The wind power plants that the Company acquired from Invenergy Wind have contracted PPAs with a weighted-average remaining contract life of 17 years and an average counterparty credit rating of AA. Invenergy Wind will retain a 9.9% non-controlling interest in wind power plants located in the U.S. that the Company acquired and will provide certain operation and maintenance services for such assets.

Initial Accounting for Invenergy Wind

The initial accounting for the Invenergy Wind acquisition has not been completed because the evaluation necessary to assess the fair values of certain net assets acquired is still in process. The provisional amounts for these acquisitions, included in the table within the "Acquisition Accounting" section of this footnote below, are subject to revision until these evaluations are completed. There were no measurement period adjustments recognized during the three months ended March 31, 2016.

The operating revenues and net income of Invenergy Wind acquired in 2015 reflected in the consolidated statements of operations for the three months ended March 31, 2016 are $41.4 million and $16.3 million, respectively.

Valuation of Non-controlling Interest

Invenergy Wind

The fair value of the non-controlling interest for Invenergy Wind was determined using a discounted cash flow approach. The redeemable non-controlling interest represents the fair value of 9.9% sponsor equity held by Invenergy Wind. SunEdison LLC, a wholly owned subsidiary of SunEdison, acting as intermediary, entered into certain option arrangements with Invenergy Wind for its remaining 9.9% interest in the wind power plants located in the U.S. (the ‘‘Invenergy Wind Interest’’). Simultaneously, Terra LLC entered into a back to back option agreement with SunEdison LLC on substantially identical terms (collectively the "Option Agreements"). The Option Agreements effectively permit (i) Terra LLC to exercise a call option to purchase the Invenergy Wind Interest over a 180-day period beginning on September 30, 2019, and (ii) Invenergy Wind to exercise a put option with respect to the Invenergy Wind Interest over a 180-day period beginning on September 30, 2018. The exercise prices of the put and call options described above would be based on the determination of the fair market value of the Invenergy Wind Interest at the time the relevant option is exercised, subject to certain minimum and maximum thresholds set forth in the Option Agreements. SunEdison LLC is a debtor in the SunEdison Bankruptcy. As such, SunEdison LLC may assume, assume and assign or reject its Option Agreement. If SunEdison LLC rejects its Option Agreement, we would not expect to be obligated to perform on our Option Agreement, although we cannot assure that result.

Unaudited Pro Forma Supplementary Data

The unaudited pro forma supplementary data presented in the table below gives effect to the material 2015 acquisitions, Invenergy Wind, First Wind and Northern Lights, as if those transactions had each occurred on January 1, 2015. The unaudited pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of the Company’s results of operations had the acquisitions been consummated on the date assumed or of the Company’s results of operations for any future date.



	Three Months Ended March 31,
(In thousands)	2015
Total operating revenues, net	$	112,947
Net loss	(61,807		)

Acquisition costs incurred by the Company related to third party acquisitions were $2.7 million and $14.2 million for the three months ended March 31, 2016 and 2015. These costs are reflected as acquisition and related costs and acquisition and related costs - affiliate in the consolidated statements of operations.

Acquisition Accounting

The estimated acquisition-date fair values of assets, liabilities and non-controlling interests pertaining to the Invenergy Wind business combination as of March 31, 2016, are as follows:



(In thousands)	Invenergy Wind
Renewable energy facilities	$	1,486,746
Accounts receivable	25,811
Intangible assets	748,300
Restricted cash	31,247
Derivative assets	32,311
Other assets	12,070
Total assets acquired	2,336,485
Accounts payable, accrued expenses and other current liabilities	23,195
Long-term debt, including current portion	531,221
Deferred income taxes	242
Asset retirement obligations	47,346
Other long-term liabilities	6,004
Total liabilities assumed	608,008
Redeemable non-controlling interest	141,415
Non-controlling interest	308,000
Purchase price, net of cash acquired	$	1,279,062

The acquired renewable energy facilities' non-financial assets represent estimates of the fair value of acquired PPA and REC contracts based on significant inputs that are not observable in the market and thus represent a Level 3 measurement (as defined in Note 11. Fair Value Measurements). The estimated fair values were determined based on an income approach and the estimated useful lives of the intangible assets range from 5 to 23 years. See Note 6. Intangibles for additional disclosures related to the acquired intangible assets.

Pending Acquisitions

Acquisition of Wind Power Plants from Invenergy Wind

At the time the Company entered into an acquisition agreement for the Invenergy assets acquired on December 15, 2015, the Company also agreed to purchase two additional wind facilities from Invenergy Wind in a second closing, subject to customary closing conditions, including the consent of the tax equity finance parties for the wind power plants. The facilities have a combined nameplate capacity of 98.6 MW (net) and are located in Nebraska. The second closing has not occurred and the purchase agreement contains a July 1, 2016 expiration date. As a result, while the purchase agreement remains in force, Invenergy and the Company have the right to terminate the purchase agreement with respect to these two additional facilities at any time. These two wind facilities would be acquired through the acquisition of a 90.1% equity interest in Prairie Breeze Expansion Class B Holdings LLC for an estimated purchase price of $58.7 million which would be expected to be paid using cash on hand. However, both the Company or Invenergy Wind may determine not to consummate the acquisition. If the purchase agreement is terminated by either party, the Company will not purchase these facilities.

Termination of Obligation to Acquire Vivint Solar Assets from SunEdison

On July 20, 2015, SunEdison and Vivint Solar, Inc. ("Vivint Solar") signed a definitive merger agreement (the “SunEdison/Vivint Merger Agreement”) pursuant to which SunEdison would acquire Vivint Solar for approximately $1.3 billion. In connection with SunEdison’s then-pending acquisition of Vivint Solar, the Company entered into a definitive purchase agreement with SunEdison, as amended on December 9, 2015, (the "Amended Purchase Agreement") to acquire Vivint Solar’s residential solar generation facilities (the “Vivint Operating Assets”). The purchase price for the Vivint acquisition was expected to be approximately $814.8 million based on approximately 479.3 of installed MW expected to be acquired at the closing of the Amended Purchase Agreement. In connection with the purchase, the Company also obtained a commitment for a senior unsecured bridge facility in July of 2015 to fund the acquisition of Vivint Operating Assets, including related acquisition costs. See Note 8. Long-term debt for additional disclosures of this bridge facility. The Company entered into an interim agreement (the "Vivint Interim Agreement"), as amended on December 9, 2015, relating to, among other items, the Company's purchase of additional completed residential and small commercial solar generation facilities for a five year period from the acquired business and the provision of operation and maintenance services by SunEdison for the Vivint Operating Assets. The Company also entered a letter agreement with SunEdison, dated as of December 9, 2015 (the “Letter Agreement”), to provide the parties thereto with additional rights in connection with the Amended Purchase Agreement and the Vivint Interim Agreement.

As a result of Vivint Solar’s notice of termination of the SunEdison/Vivint Merger Agreement, dated as of March 7, 2016, each of the Amended Purchase Agreement and the Vivint Interim Agreement, and all other agreements related thereto, including the Letter Agreement, and the Company's obligations pursuant thereto, terminated on March 7, 2016. The commitment for the bridge facility, as amended and restated, also automatically terminated as of the same date. The Company, SunEdison, certain other parties and individuals have been named as defendants in several putative shareholder class actions that challenged the Vivint Solar and SunEdison merger (see Note 16. Commitments and Contingencies for additional disclosures over this litigation).

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

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Property, Plant and Equipment [Abstract]

Renewable Energy Facilities

3 Months Ended

Mar. 31, 2016

Renewable Energy Facilities

RENEWABLE ENERGY FACILITIES

Renewable energy facilities, net consists of the following:



(In thousands)	March 31, 2016			December 31, 2015
Renewable energy facilities in service, at cost	$	5,389,246		$	5,906,154
Less accumulated depreciation - renewable energy facilities	(206,940		)	(187,874		)
Renewable energy facilities in service, net	5,182,306			5,718,280
Construction in progress - renewable energy facilities	26,066			115,954
Total renewable energy facilities, net	$	5,208,372		$	5,834,234

Depreciation expense related to renewable energy facilities was $49.2 million and $25.1 million for the three months ended March 31, 2016 and 2015, respectively.

Construction in progress represents $26.1 million of costs incurred to complete the construction of the facilities in the Company's current portfolio that were acquired from SunEdison. When renewable energy facilities are sold to the Company after completion by SunEdison, the Company retroactively recasts its historical financial statements to present the construction activity as if it consolidated the facility at inception of the construction (see Note 2. Transactions Between Entities Under Common Control). All construction in progress costs are stated at SunEdison's historical cost. These costs include capitalized interest costs and amortization of deferred financing costs incurred during the asset's construction period, which totaled $0.3 million and $0.6 million for the three months ended March 31, 2016 and 2015, respectively.

As of March 31, 2016, the Company reclassified $615.1 million from renewable energy facilities, net to non-current assets held for sale in the unaudited condensed consolidated balance sheet (see Note 3. Assets Held for Sale). No amount was reclassified as assets held for sale as of December 31, 2015.

Intangibles

3 Months Ended

Mar. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Intangibles

INTANGIBLES

The following table presents the gross carrying amount and accumulated amortization of intangibles as of March 31, 2016:



(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	$	719,660	$	(23,993	)	$	695,667
In-place value of market rate revenue contracts	20 years	555,717		(29,062		)	526,655
Favorable rate land leases	19 years	15,800		(932		)	14,868
Total intangible assets, net		$	1,291,177	$	(53,987	)	$	1,237,190

Unfavorable rate revenue contracts	8 years	$	35,086	$	(6,420	)	$	28,666
Unfavorable rate land lease	17 years	1,000		(65		)	935
Total intangible liabilities, net		$	36,086	$	(6,485	)	$	29,601

The following table presents the gross carrying amount and accumulated amortization of intangibles as of December 31, 2015:



(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

As of March 31, 2016 and December 31, 2015, the Company had intangible assets related to revenue contracts, representing long-term PPAs and REC agreements, and favorable rate land leases that were obtained through acquisitions (see Note 4. Acquisitions). The revenue contract intangible assets are comprised of favorable rate PPAs and REC agreements and the in-place value of market rate PPAs. The Company also had intangible liabilities related to unfavorable rate PPAs and REC agreements and an unfavorable rate land lease, which are classified within other long-term liabilities in the unaudited condensed consolidated balance sheet. These intangible assets and liabilities are amortized on a straight-line basis over the remaining lives of the agreements, which range from 1 to 29 years as of March 31, 2016.

Amortization expense related to favorable rate revenue contracts is reflected in the unaudited condensed consolidated statements of operations as a reduction of operating revenues, net. Amortization related to unfavorable rate revenue contracts is reflected in the unaudited condensed consolidated statements of operations as an increase to operating revenues, net. During the three months ended March 31, 2016 and 2015, amortization expense related to favorable and unfavorable rate revenue contracts resulted in a $10.5 million decrease and $0.3 million increase in operating revenues, net, respectively.

Amortization expense related to the in-place value of market rate revenue contracts is reflected in the unaudited condensed consolidated statements of operations within depreciation, accretion and amortization expense. During the three months ended March 31, 2016 and 2015, amortization expense related to the in-place value of market rate revenue contracts was $6.8 million and $5.7 million, respectively.

Amortization expense related to favorable rate land leases is reflected in the unaudited condensed consolidated statements of operations within cost of operations. Amortization related to the unfavorable rate land lease is reflected in the unaudited condensed consolidated statements of operations as a reduction of cost of operations. During the three months ended March 31, 2016, net amortization expense related to favorable and unfavorable rate land leases was $0.2 million. There was no amortization expense related to favorable and unfavorable rate land leases during the three months ended March 31, 2015.

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

3 Months Ended

Mar. 31, 2016

Variable Interest Entities

VARIABLE INTEREST ENTITIES

The Company consolidates variable interest entities ("VIEs") in renewable energy facilities when the Company is the primary beneficiary. The VIEs own and operate renewable energy facilities in order to generate contracted cash flows. The VIEs were funded through a combination of equity contributions from the owners and non-recourse project-level debt. No VIEs were deconsolidated during the three months ended March 31, 2016 and 2015.

The carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the Company's unaudited condensed consolidated balance sheets are as follows:



(In thousands)	March 31, 2016		December 31, 2015
Current assets	$	191,507	$	180,287
Non-current assets	4,596,080		4,584,886
Total assets	$	4,787,587	$	4,765,173
Current liabilities	$	1,062,052	$	1,043,892
Non-current liabilities	205,551		202,629
Total liabilities	$	1,267,603	$	1,246,521

The amounts shown in the table above exclude intercompany balances which are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the VIE obligations, and all of the liabilities in the table above can only be settled by using VIE resources.

Long-term Debt

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Long-term Debt

LONG-TERM DEBT

Long-term debt consists of the following:



(In thousands, except rates) Description:	March 31, 2016			December 31, 2015			Interest Type	Current Interest Rate (%)	Financing Type
Corporate-level long-term debt¹:
Senior Notes due 2023	$	950,000		$	950,000		Fixed	5.88	Senior notes
Senior Notes due 2025	300,000			300,000			Fixed	6.13	Senior notes
Revolver	655,000			655,000			Variable	4.29	Revolving loan
Non-recourse long-term debt²:
Permanent financing	2,102,104			2,546,864			Blended³	6.04⁴	Term debt / Senior notes
Construction financing	16,703			38,063			Variable	6.00	Construction debt
Financing lease obligations	133,710			136,594			Imputed	5.67⁴	Financing lease obligations
Total principal due for long-term debt and financing lease obligations	4,157,517			4,626,521				5.72
Unamortized discount, net	(10,849		)	(20,821		)
Deferred financing costs, net⁵	(39,815		)	(43,051		)
Less current portion of long-term debt and financing lease obligations	(1,575,383		)	(2,037,919		)
Long-term debt and financing lease obligations, less current portion	$	2,531,470		$	2,524,730

———


(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)	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.


(3)	Includes variable rate debt and fixed rate debt. As of March 31, 2016, 60% of this balance had a variable interest rate and the remaining 40% 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 10. Derivatives).


(4)	Represents the weighted average interest rate as of March 31, 2016.


(5)	Total net long-term debt and financing lease obligations, including current portion, reflects the reclassification of deferred financing costs to reduce long-term debt as further described in Note 1. Nature of Operations and Basis of Presentation.

Corporate-level Long-term Debt

Senior Notes due 2023 and Senior Notes due 2025

The Senior Notes due 2023 and the Senior Notes due 2025 require the Company to timely file with the SEC, or make publicly available, audited annual financial statements for the fiscal year 2015 and unaudited quarterly financial statements for the fiscal year 2016 no later than 60 days following the date required by the SEC's rules and regulations (including extensions thereof). The Company has a 90 day grace period from the date a notice of default is deemed to be duly given to Terra Operating LLC in accordance with the Senior Notes due 2023 and the Senior Notes due 2025. On May 31, 2016, Terra Operating LLC received a notice from the trustee of an event of default for failure to deliver 2015 audited annual financial statements.

On June 24, 2016, the Company announced the commencement by Terra Operating LLC of a consent solicitation from holders of record as of 5:00 p.m., New York City time, on June 23, 2016 of its Senior Notes due 2023 and its Senior Notes due 2025 to obtain waivers relating to certain reporting covenants under the indenture dated as of January 28, 2015 (as supplemented) with respect to the Senior Notes due 2023 (the "2023 Indenture") and the indenture dated as of July 17, 2015 (as supplemented) with respect to the Senior Notes due 2025 (the "2025 Indenture"), in each case, through December 31, 2016, in exchange for payment of a consent fee and monthly waiver extension fees beginning on August 29, 2016. The consent solicitation was set to expire on June 30, 2016 but was extended to August 19. 2016.

On August 19, 2016, the Company announced the commencement by Terra Operating LLC of an amended and restated solicitation of consents from holders of record as of 5:00 p.m., New York City time, on August 16, 2016 of its Senior Notes due 2023 and its Senior Notes due 2025 to obtain waivers relating to certain reporting covenants under the 2023 Indenture and the 2025 Indenture and to effectuate certain amendments to the respective indentures. The consent solicitation was set to expire on August 26, 2016.

On August 30, 2016, the Company announced the successful completion of the amended and restated solicitation of consents. Terra Operating LLC received validly delivered and unrevoked consents by August 26, 2016 from the holders of a majority of the aggregate principal amount of each series of the notes outstanding as of the record date and paid a consent fee to each consenting holder of $5.00 for each $1,000 principal amount of such series of the notes for which such holder delivered its consent. Under the terms of the waivers obtained, the deadline to comply with the reporting covenants in the indentures relating to the filing of the Company's Form 10-K for 2015 and Form 10-Q for the first quarter of 2016 was extended to December 6, 2016. If the Form 10-Q for the second quarter of 2016 is not filed by December 6, 2016, which we do not expect to occur, a grace period for delivery of such form would still apply, and consequently no event of default would occur unless such Form 10-Q were not filed by early 2017.

Following receipt of the requisite consents required to approve the amendments to the respective indentures, Terra Operating LLC entered into a fourth supplemental indenture to the 2023 Indenture and a third supplemental indenture to the 2025 Indenture on August 29, 2016. Effective as of September 6, 2016, the fourth and third supplemental indentures respectively permanently increase the interest rate payable on the Senior Notes due 2023 from 5.875% per annum to 6.375% per annum and the interest rate payable on the Senior Notes due 2025 from 6.125% per annum to 6.625% per annum. In addition, beginning on September 6, 2016 through and including December 6, 2016, special interest will accrue on the Senior Notes due 2023 and the Senior Notes due 2025 at a rate equal to 3.0% per annum, which shall be payable in the same manner as regular interest payments on the first interest payment date following December 6, 2016, which is February 1, 2017 and December 15, 2016, for the Senior Notes due 2023 and the Senior Notes due 2025, respectively. The fourth and third supplemental indentures also require the Company, upon the consummation of any transaction resulting in any person becoming the beneficial owner of 33.3% or more but less than or equal to 50% of the voting stock of the Company, to make an offer to each holder of the Senior Notes due 2023 and the Senior Notes due 2025, respectively, to repurchase all or any part of that holder's notes at a purchase price in cash equal to 101% of the aggregate principal amount of such notes repurchased. In lieu of making such an offer under either the 2023 Indenture or the 2025 Indenture, the applicable supplemental indenture also provides that Terra Operating LLC may elect to deliver a notice to the trustee under the 2023 Indenture or the 2025 Indenture, as applicable, to permanently increase the interest rates payable on the Senior Notes due 2023 from 6.375% per annum to 7.375% per annum or the interest rate on the Senior Notes due 2025 from 6.625% per annum to 7.625% per annum, respectively.

On November 15, 2016, the Company announced the commencement by Terra Operating LLC of a consent solicitation from holders of record as of 5:00 p.m., New York City time, on November 14, 2016 of its Senior Notes due 2023 and its Senior Notes due 2025 to obtain additional waivers relating to certain reporting covenants under the 2023 Indenture and the 2025 Indenture. The proposed waiver would waive any and all defaults or events of default existing as of December 6, 2016 as a result of the expiration of the waivers obtained and discussed above, and the consequences thereof, from December 6, 2016 until January 6, 2017, in exchange for payment of consent fees. The consent solicitation expired on December 2, 2016, with no waiver obtained.

Revolving Credit Facility

The terms of the Revolver require the Company to provide audited annual financial statements within 90 days after the end of the fiscal year, with a 10-business day cure period. From March 30, 2016 to May 6, 2016, Terra Operating LLC entered into a series of amendments (fourth, fifth and sixth) to the terms of the Revolver, which provided that the date on which the Company must deliver to the Administrative Agent and other parties to the Revolver its annual financial statements and accompanying audit report with respect to fiscal year 2015 shall be extended up to May 28, 2016. Under the sixth amendment, the interest rate on loans made under the Revolver and commitment fees paid on undrawn Revolver commitments will be calculated using the highest applicable margin and commitment fee percentage under the Revolver until the first business day of the first quarter following the delivery of 2015 financial statements and the accompanying audit report. On May 27, 2016, Terra Operating LLC entered into a seventh amendment to the Revolver, which further extended the due date for delivery of the Company's 2015 financial statements and the accompanying audit report to the earlier of (a) the tenth business day prior to the date on which the failure to deliver such financial statements would constitute an event of default under Terra Operating LLC’s 2023 Indenture and (b) March 30, 2017. Under the seventh amendment, Terra Operating LLC was also required to request a waiver of any default or event of default under the 2023 Indenture with respect to the Company's obligation to make available audited financial statements for fiscal year 2015. As described above, Terra Operating LLC obtained a waiver that extended the deadline to comply with the reporting covenants in the 2023 Indenture to December 6, 2016.

The seventh amendment also requires Terra LLC and Terra Operating LLC to cause certain project-level subsidiaries to guarantee the obligations under the Revolver and to provide certain collateral to the lenders and other secured parties under the Revolver, in each case, to the extent such subsidiaries are permitted to do so under any applicable project level financing or debt agreements or other project level agreements. These guarantees and the collateral will be automatically released to the extent such subsidiaries incur any project-level financings that would not permit such guarantees or collateral and that are otherwise permitted under the Revolver. The seventh amendment also amends the conditions under which Terra LLC and Terra Operating LLC are permitted to make distributions in respect of their equity, including by adding a requirement that Terra LLC and Terra Operating LLC satisfy a minimum Total Liquidity (as defined therein) at the time of making any such distribution. Although TerraForm Power is not a party to, or guarantor of Terra Operating LLC's obligations under, the Revolver, these conditions will also effectively apply to the payment of dividends by TerraForm Power on its Class A common stock.

The seventh amendment also extended the date by which the Company must deliver its unaudited quarterly financial statements for the fiscal quarter ending March 31, 2016 to June 30, 2016 and with respect to the fiscal quarters ending June 30, 2016 and September 30, 2016 to the date that is 75 days after the end of each fiscal quarter. The Company provided its unaudited quarterly financial statements for the fiscal quarters ending March 31, 2016 and June 30, 2016 to the Administrative Agent and other parties to the Revolver by the respective deadlines. Consistent with its obligations under the seventh amendment, Terra Operating LLC entered into an eighth amendment to the terms of the Revolver on September 9, 2016, which increased the interest rate under the Revolver at all applicable margin levels by 50% of the increase in the interest rate on the Senior Notes due 2023 agreed to as part of the consent solicitation process described above. This amendment will result in an increase in the current interest rate payable under the Revolver by 1.75% for the period from September 6, 2016 to December 6, 2016 and, thereafter, an increase from the current interest rate by 0.25%.

On September 27, 2016, Terra Operating LLC entered into a consent agreement and ninth amendment to the terms of the Revolver. The ninth amendment modified the definition of Total Liquidity in the Revolver to include voluntary or mandatory permanent reductions in Revolving Commitments in the calculation of Total Liquidity. The consent agreement also provided consent for the cross-collateralization of certain utility scale assets located in Canada owned by subsidiaries of the Company as further described in the "Canada project-level financing" section below. In addition, in conjunction with this consent, the agreement provided that Terra Operating LLC would prepay $70.0 million of revolving loans outstanding under the Revolver and permanently reduce the revolving commitments and borrowing capacity by such amount. This amount was repaid by Terra Operating LLC on November 10, 2016, which permanently reduced the borrowing capacity under the Revolver by such amount.

On November 25, 2016, Terra Operating LLC entered into a waiver agreement with the requisite lenders under the Revolver. The waiver agreement waived Terra Operating LLC’s obligation to comply with the debt service coverage ratio and leverage ratio financial covenants of the Revolver with respect to the third quarter of 2016 and the requirement to certify compliance with those covenants. In connection with this waiver, Terra Operating LLC made a prepayment of the revolving loans outstanding under the Revolver in an aggregate amount equal to $30.0 million and permanently reduced the revolving commitments and borrowing capacity under the Revolver by that amount. This amount was classified as current within the unaudited condensed consolidated balance sheet as of March 31, 2016 and December 31, 2015. The waiver also extended to January 1, 2017, the deadline for delivery of certain financial information with respect to the third quarter of 2016. If Terra Operating LLC fails to deliver that financial information, with respect to the third quarter of 2016 and certain other related information by January 1, 2017, the waiver will expire and an event of default will have occurred under the Revolver. Failure to deliver certain summary financial information with respect to the third quarter of 2016 by December 21, 2016 would also result in an event of default under the Revolver.

Vivint Solar Bridge Facility

As of December 31, 2015, the Company had a commitment for a senior unsecured bridge facility to provide the Company with up to $525.9 million to fund certain operating assets the Company expected to acquire from SunEdison in connection with SunEdison's then-pending acquisition of Vivint Solar. As a result of Vivint Solar’s notice of termination of the SunEdison/Vivint Solar Merger Agreement on March 7, 2016, the commitment automatically terminated.

Non-recourse Long-term Debt

Indirect subsidiaries of the Company have incurred long-term debt obligations with respect to the renewable energy facilities that those subsidiaries own directly or indirectly. This indebtedness of these subsidiaries is typically secured by the renewable energy facility's assets (mainly the renewable energy facility) or equity interests in such renewable energy facilities with no recourse to Terra LLC or Terra Operating LLC 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. In connection with these financings and in the ordinary course of its business, the Company and its subsidiaries observe formalities and operating procedures to maintain each of their separate existence and can readily identify each of their separate assets and liabilities as separate and distinct from each other. As a result, these subsidiaries are legal entities that are separate and distinct from the Company, Terra LLC and Terra Operating LLC and the guarantors under the Revolver, the Senior Notes due 2023 and Senior Notes due 2025.

Non-recourse Debt Defaults

SunEdison is a party to or guarantor of a material project agreement, such as asset management or O&M contracts, for most of the Company's non-recourse financing arrangements. As a result of the SunEdison Bankruptcy and delays in delivery of 2015 audited financial statements for certain project-level subsidiaries, among other things, the Company has experienced defaults under most of its non-recourse financing agreements. Any corresponding contractual grace periods for the instruments in default have already expired as of the financial statement issuance date or the Company cannot assert at this time that it is probable that the violation will be cured within any remaining grace periods, will be cured for a period of more than twelve months or are not likely to recur. While the Company is actively negotiating with the lenders to obtain waivers, the lenders have not currently waived or subsequently lost the right to demand repayment for more than one year from the balance sheet date with respect to these debt instruments. As these defaults occurred prior to the issuance of the financial statements for both the three months ended March 31, 2016 and for the year ended December 31, 2015, $1.9 billion of the Company's non-recourse long-term indebtedness, net of unamortized debt discounts and deferred financing costs, has been reclassified to current in the unaudited condensed consolidated balance sheet at both periods as the Company accounts for debt in default as of the date the financial statements are issued in the same manner as if the default existed as of the balance sheet date. $425.3 million of the March 31, 2016 reclassification amount was reclassified from current portion of long-term debt and financing lease obligations to current liabilities related to assets held for sale as discussed below.

As a result of these defaults, the Company also reclassified $82.8 million and $61.1 million of long-term restricted cash to current as of March 31, 2016 and December 31, 2015, respectively, consistent with the corresponding debt classification, as the restrictions that required the cash balances to be classified as long-term restricted cash were driven by the financing agreements. $11.4 million of the March 31, 2016 reclassification amount was reclassified from current restricted cash to current assets held for sale. Refer to Note 10. Derivatives for discussion of corresponding interest rate swap reclassifications to current as a result of these defaults.

Debt Classified as Liabilities Related to Assets Held for Sale

As of March 31, 2016, the Company reclassified $425.3 million from current portion of long-term debt and financing lease obligations to current liabilities related to assets held for sale (see Note 3. Assets Held for Sale) in the unaudited condensed consolidated balance sheet, which represents non-recourse debt collateralized by project assets for substantially all of the Company's portfolio of solar power plants located in the U.K. No amount of debt was classified as liabilities related to assets held for sale as of December 31, 2015.

Canada project-level financing

On November 2, 2016, certain of our subsidiaries entered into a new non-recourse loan financing in an aggregate principal amount of $120.0 million Canadian dollars (“CAD”) (including a CAD $6.9 million letter of credit) secured by approximately 40MWac of utility scale solar power plants located in Canada that are owned by our subsidiaries. This new non-recourse loan has a seven-year maturity and amortizes on a 17-year sculpted amortization schedule. The loan agreement also permits our subsidiaries to increase the principal amount of the credit facility by up to an additional CAD $123.0 million subject to the satisfaction of certain conditions, including the absence of defaults or events of default, pro forma compliance with debt service coverage ratios and other customary conditions. This new loan facility is non-recourse to Terra LLC and Terra Operating LLC. The proceeds of this financing were used to pay down the Revolver by $70.0 million as described above. Any additional proceeds are also expected to be used for general corporate purposes.

Maturities

The aggregate contractual payments of long-term debt due after March 31, 2016, including financing lease obligations and excluding amortization of debt discounts and premiums, as stated in the financing agreements, are as follows:



(In thousands)	Remainder of 2016¹		2017		2018		2019		2020		Thereafter		Total
Maturities of long-term debt as of March 31, 2016²	$	129,028	$	90,251	$	112,092	$	562,692	$	717,817	$	2,545,637	$	4,157,517

———

(1)

Includes $16.7 million of construction debt for the utility-scale renewable energy facility located in the U.S. acquired in 2016 from SunEdison. This debt was repaid by SunEdison during the third quarter of 2016 upon completion of the acquisition and the Company's payment of the second installment of the purchase price (see Note 2. 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 $1.5 billion of long-term debt to current as a result of debt defaults under most of our non-recourse financing arrangements.

Income Taxes

3 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The income tax provision consisted of the following:



	Three Months Ended March 31,
(In thousands, except effective tax rate)	2016		2015
Income (loss) before income tax (benefit) expense	(33,408	)	(83,705	)
Income tax expense (benefit)	97		(45	)
Effective tax rate	(0.3	)%	0.1	%

As of March 31, 2016, TerraForm Power, Inc. owns 65.5% of Terra LLC and consolidates the results of Terra LLC through its controlling interest. The Company records SunEdison's 34.5% ownership of Terra LLC as a non-controlling interest in the financial statements. Terra LLC is treated as a partnership for income tax purposes. As such, the Company records income tax on its 65.5% of Terra LLC's taxable income and SunEdison records income tax on its 34.5% share of Terra LLC's taxable income.

For the three months ended March 31, 2016, and the three months ended March 31, 2015, the overall effective tax rate was different than the statutory rate of 35% primarily due to the recording of a valuation allowance on certain tax benefits attributed to the Company. As of March 31, 2016, most jurisdictions are in a net deferred tax asset position. A valuation allowance is recorded against the deferred tax assets primarily because of the history of losses in those jurisdictions.

Derivatives

3 Months Ended

Mar. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

DERIVATIVES

As part of the Company’s risk management strategy, the Company has entered into derivative instruments which include interest rate swaps, foreign currency contracts and commodity contracts to mitigate interest rate, foreign currency and commodity price exposure. If the Company elects to do so and if the instrument meets the criteria specified in ASC 815, Derivatives and Hedging, the Company designates its derivative instruments as cash flow hedges. The Company enters into interest rate swap agreements in order to hedge the variability of expected future cash interest payments. Foreign currency contracts are used to reduce risks arising from the change in fair value of certain foreign currency denominated assets and liabilities. The objective of these practices is to minimize the impact of foreign currency fluctuations on operating results. The Company also enters into commodity contracts to hedge price variability inherent in electricity sales arrangements. The objectives of the commodity contracts are to minimize the impact of variability in spot electricity prices and stabilize estimated revenue streams. The Company does not use derivative instruments for speculative or trading purposes.

As of March 31, 2016 and December 31, 2015, fair values of the following derivative instruments were included in the balance sheet captions indicated below:



	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 March 31, 2016
Prepaid expenses and other current assets	$	—	$	11,611	$	—	$	3,556	$	13,815	$	28,982	$	(2,104	)	$	26,878
Other assets	—		45,519		—		2,788		32,067		80,374		(102		)	80,272
Total assets	$	—	$	57,130	$	—	$	6,344	$	45,882	$	109,356	$	(2,206	)	$	107,150
Accounts payable and other current liabilities	$	27,723	$	—	$	1,529	$	5,241	$	—	$	34,493	$	(2,104	)	$	32,389
Liabilities related to assets held for sale	19,609		—		—		—		—		19,609		—			19,609
Other long-term liabilities	—		—		—		102		—		102		(102		)	—
Total liabilities	$	47,332	$	—	$	1,529	$	5,343	$	—	$	54,204	$	(2,206	)	$	51,998

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 March 31, 2016 and December 31, 2015, notional amounts for derivative instruments consisted of the following:



(In thousands)	March 31, 2016	December 31, 2015
Derivatives designated as hedges:
Interest rate swaps (USD)	460,792	468,067
Interest rate swaps (GBP)	222,018	222,018
Commodity contracts (MWhs)	18,401	18,401
Derivatives not designated as hedges:
Interest rate swaps (USD)	15,779	15,794
Foreign currency contracts (GBP)	102,320	112,168
Foreign currency contracts (CAD)	37,339	40,566
Commodity contracts (MWhs)	2,248	1,828

The Company has elected to present net derivative assets and liabilities on the balance sheet as a right to setoff exists. For interest rate swaps, the Company either nets derivative assets and liabilities on a trade-by-trade basis or nets them in accordance with a master netting arrangement if such an arrangement exists with the counterparties. Foreign currency contracts are netted by currency in accordance with a master netting arrangement. The Company has a master netting arrangement for its commodity contracts for which no amounts were netted as of March 31, 2016 and December 31, 2015 as each of the commodity contracts were in a gain position, respectively.

Gains and losses on derivatives not designated as hedges for the three months ended March 31, 2016 and 2015 consisted of the following:



	Location of Loss (Gain) in the Statements of Operations	Three Months Ended March 31,
(In thousands)	Location of Loss (Gain) in the Statements of Operations	2016			2015
Interest rate swaps	Interest expense, net	$	540		$	236
Foreign currency contracts	Loss on foreign currency exchange, net	536			97
Commodity contracts	Operating revenues, net	(8,461		)	4,259

Gains (losses) recognized related to interest rate swaps and commodity contracts designated as cash flow hedges for the three months ended March 31, 2016 and 2015 and consisted of the following:



	Three Months Ended March 31,
	Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) net of taxes					Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)					Amount of Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(In thousands)	2016			2015			2016			2015		2016		2015
Interest rate swaps	$	(32,193	)	$	2,248	Interest expense, net	$	3,433		$	2,857	$	328	$	—
Commodity contracts	(772		)	—		Operating revenues, net	(3,064		)	—		—		—
Total	$	(32,965	)	$	2,248		$	369		$	2,857	$	328	$	—

As of March 31, 2016 and December 31, 2015, the Company had posted letters of credit in the amount of $18.0 million, respectfully, as collateral related to certain commodity contracts. Certain derivative contracts contain provisions providing the counterparties a lien on specific assets as collateral. There was no cash collateral received or pledged as of March 31, 2016 and December 31, 2015 related to the Company's derivative transactions.

Derivatives Designated as Hedges

Interest Rate Swaps

The Company has interest rate swap agreements to hedge variable rate non-recourse debt. These interest rate swaps qualify for hedge accounting and were designated as cash flow hedges. Under the interest rate swap agreements, the renewable energy facilities pay a fixed rate and the counterparties to the agreements pay a variable interest rate. The amounts deferred in other comprehensive income and reclassified into earnings during the three months ended March 31, 2016 and 2015 related to these interest rate swaps are provided in the tables above. The loss expected to be reclassified into earnings over the next twelve months is approximately $37.5 million. The maximum term of outstanding interest rate swaps designated as hedges is 18 years.

As discussed in Note 8. Long-term debt, the Company experienced defaults under most of its non-recourse financing agreements prior to the issuance of the financial statements for both the three months ended March 31, 2016 and for the year ended December 31, 2015. As the Company's interest rate swap agreements contain cross-default provisions, $36.4 million and $7.6 million of related liabilities have been reclassified to current as of March 31, 2016 and December 31, 2015, respectively. The Company is actively working with the counterparties to cure these defaults and obtain waivers as necessary. The Company does not currently expect any changes to the underlying cash flows as a result of these defaults and thus has determined that there is no impact to the swaps' qualification for hedge accounting and designation as cash flow hedges. As discussed in Note 3. Assets Held for Sale, the Company commenced a sale of substantially all of its portfolio of solar power plants located in the U.K. As a result, $19.6 million of related derivative liabilities were subsequently reclassified to liabilities related to assets held for sale.

Commodity Contracts

The Company has long-dated physically delivered commodity PPAs that hedge variability in cash flows associated with the sales of power from certain renewable energy facilities located in Texas. These commodity contracts qualify for hedge accounting and are designated as cash flow hedges. Accordingly, the effective portions of the change in fair value of these derivatives are reported in accumulated other comprehensive income and subsequently reclassified to earnings in the periods when the hedged transactions affect earnings. Any ineffective portions of the derivatives’ change in fair value are recognized currently in earnings. The amounts deferred in other comprehensive income and reclassified into earnings during the three months ended March 31, 2016 and 2015 related to the commodity contracts are provided in the tables above. The gain expected to be reclassified into earnings over the next twelve months is approximately $7.3 million (net of taxes of $4.3 million). The maximum tenor of outstanding commodity contracts designated as hedges is 14 years.

Derivatives Not Designated as Hedges

Interest Rate Swaps

The Company has interest rate swap agreements that economically hedge the cash flows for non-recourse debt. These interest rate swaps pay a fixed rate and the counterparties to the agreements pay a variable interest rate. The changes in fair value are recorded in interest expense, net in the consolidated statements of operations as these hedges are not accounted for under hedge accounting.

Foreign Currency Contracts

The Company has foreign currency contracts in order to economically hedge its exposure to foreign currency fluctuations. The settlement of these hedges occurs on a quarterly basis through maturity. As these hedges are not accounted for under hedge accounting, the changes in fair value are recorded in loss on foreign currency exchange, net in the consolidated statements of operations.

Commodity Contracts

The Company has commodity contracts in order to economically hedge commodity price variability inherent in certain electricity sales arrangements. If the Company sells electricity to an independent system operator market and there is no PPA available, it may enter into a commodity contract to hedge all or a portion of their estimated revenue stream. These commodity contracts require periodic settlements in which the Company receives a fixed-price based on specified quantities of electricity and pays the counterparty a variable market price based on the same specified quantity of electricity. As these hedges are not accounted for under hedge accounting, the changes in fair value are recorded in operating revenues net, in the consolidated statements of operations.

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Fair Value of Financial Instruments

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or pricing inputs that are observable (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. The Company uses valuation techniques that maximize the use of observable inputs. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized in Level 2. If the inputs into the valuation are not corroborated by market data, in such instances, the valuation for these contracts is established using techniques including extrapolation from or interpolation between actively traded contracts as well as calculation of implied volatilities. When such inputs have a significant impact on the measurement of fair value, the instrument is categorized as Level 3. The Company regularly evaluates and validates the inputs used to determine fair value of Level 3 contracts by using pricing services to support the underlying market price of commodity.

The Company uses a discounted cash flow valuation technique to fair value its derivative assets and liabilities. The primary inputs in the valuation models for commodity contracts are market observable forward commodity curves and risk-free discount rates and to a lesser degree credit spreads and volatilities. The primary inputs into the valuation of interest rate swaps and foreign currency contracts are forward interest rates, foreign currency exchange rates, and to a lesser degree credit spreads.

Recurring Fair Value Measurements

The following table summarizes the financial instruments measured at fair value on a recurring basis classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the consolidated balance sheets:



(In thousands)	As of March 31, 2016								As of December 31, 2015
Assets	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Interest rate swaps	—		—		—		$	—	$	—	$	487	$	—	$	487
Commodity contracts	—		45,882		57,130		103,012		—		43,341		63,154		106,495
Foreign currency contracts	—		4,138		—		4,138		—		5,190		—		5,190
Total derivative assets	$	—	$	50,020	$	57,130	$	107,150	$	—	$	49,018	$	63,154	$	112,172
Liabilities
Interest rate swaps	$	—	$	48,861	$	—	$	48,861	$	—	$	20,185	$	—	$	20,185
Foreign currency contracts	—		3,137		—		3,137		—		2,326		—		2,326
Total derivative liabilities	$	—	$	51,998	$	—	$	51,998	$	—	$	22,511	$	—	$	22,511

The Company's interest rate swaps, commodity contracts not designated as hedges and foreign currency contracts are considered Level 2, since all significant inputs are corroborated by market observable data. The Company's commodity contracts designated as hedges are considered Level 3 as they contain significant unobservable inputs. There were no transfers in or out of Level 1, Level 2 and Level 3 during the three months ended March 31, 2016.

The following table reconciles the changes in the fair value of derivative instruments classified as Level 3 in the fair value hierarchy for the three months ended March 31, 2016:



(In thousands)	Three Months Ended March 31, 2016
Balance as of December 31, 2015	$	63,154
Realized and unrealized gains (losses):
Included in Other Comprehensive Income	(3,836		)
Included in earnings	(2,188		)
Balance as of March 31, 2016	$	57,130

The significant unobservable inputs used in the valuation of the Company's commodity contracts categorized as Level 3 of the fair value hierarchy as of March 31, 2016 are as follows:



(In thousands, except range)	Fair Value as of March 31, 2016
Transaction Type	Assets		Liabilities		Valuation Technique	Unobservable Inputs	Range
Commodity contracts - power	$	57,130	$	—	Discounted cash flow	Forward price (per MWh)	$	13.4		-	$	89.8
					Option model	Volatilities	6.0		%	-	8.1		%

The sensitivity of the Company's fair value measurements to increases (decreases) in the significant unobservable inputs is as follows:



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)

The Company measures the sensitivity of the fair value of its Level 3 commodity contracts to potential changes in commodity prices using a mark-to-market analysis based on the current forward commodity prices and estimates of the price volatility. An increase in power forward prices will produce a mark-to-market loss, while a decrease in prices will result in a mark-to-market gain.

Fair Value of Debt

The carrying amount and estimated fair value of the Company's long-term debt as of March 31, 2016 and December 31, 2015 is as follows:



	As of March 31, 2016				As of December 31, 2015
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion	$	4,106,853	$	3,896,291	$	4,562,649	$	4,357,322

The fair value of the Company's long-term debt, except the senior notes was determined using inputs classified as Level 2 and a discounted cash flow approach using market rates for similar debt instruments. The fair value of the senior notes is based on market price information which is classified as a Level 1 input. They are measured using available trades at the end of each respective fiscal period. The fair value of the Senior Notes due 2023 and Senior Notes due 2025 were 83.00% and 80.13% of face value as of March 31, 2016, respectively. The fair value is not indicative of the amount that the Company would have to pay to redeem these notes as they are not callable at this time.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Stockholders' Equity

3 Months Ended

Mar. 31, 2016

Stockholders' Equity

STOCKHOLDERS' EQUITY

As of March 31, 2016, the following shares of the Company were outstanding:



Share Class:	Shares Outstanding	Shareholder(s)
Class A common stock	91,324,447	*
Class B common stock	48,202,310	SunEdison
Total Shares	139,526,757

———

Class A common stockholders are comprised of public and private investors, executive officers, management and personnel who provide services to the Company. Shares of Class A common stock outstanding exclude 140,039 shares of common stock held in treasury. The total par value of Class A common stock reflected on the consolidated balance sheet and consolidated statement of stockholders' equity as of March 31, 2016 includes 140,039 shares of stock held in treasury and excludes 546,633 shares of unvested restricted Class A common stock awards (see Note 13. Stock-based Compensation).

Reduction in SunEdison’s Ownership of Class B Shares

On January 22, 2016, TerraForm Power issued 12,161,844 shares of Class A common stock to affiliates of the D.E. Shaw group, Madison Dearborn Capital Partners IV, L.P. and Northwestern University and Terra LLC issued 12,161,844 Class A units of Terra LLC to TerraForm Power upon conversion of 12,161,844 Class B shares of TerraForm Power’s common stock and 12,161,844 Class B units of Terra LLC held by SunEdison. After giving effect to the conversion, SunEdison indirectly owns 48,202,310 Class B shares of TerraForm Power and 48,202,310 Class B units of Terra LLC.

Stockholder Protection Rights Agreement

On July 24, 2016, the Company's board of directors adopted a Stockholder Protection Rights Agreement (the “Rights Agreement”) and declared a dividend of one Right on each outstanding share of TerraForm Power Class A common stock. The record date to determine which stockholders are entitled to receive the Rights is August 4, 2016. The Rights Agreement was adopted in response to the potential sale of a significant equity stake in the Company by SunEdison and the potential accumulation of TerraForm Power Class A shares.

Dividends

TerraForm Power has not declared or paid a dividend for the fourth quarter of 2015 or the first, second or third quarter of 2016. As a result of the SunEdison Bankruptcy, the limitations on the Company's ability to access the capital markets for its corporate debt and equity securities, and other risks that the Company faces as detailed in this report, the Company's management believes it is prudent to defer any decisions on paying dividends to its shareholders for the time being.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-Number Topic 4
-Section E

Reference 15: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation

3 Months Ended

Mar. 31, 2016

Stock-based Compensation

STOCK-BASED COMPENSATION

The TerraForm Power, Inc. 2014 Second Amended and Restated Long-Term Incentive Plan provides for the award of incentive and nonqualified stock options, restricted stock awards ("RSAs") and restricted stock units ("RSUs") to personnel and directors who provide services to the Company, including personnel and directors who also provide services to SunEdison. The maximum contractual term of an award is ten years from the date of grant. As of March 31, 2016, an aggregate of 2,704,812 shares of Class A common stock were available for issuance. Upon exercise of stock options or the vesting of the RSUs, the Company will issue shares that have been previously authorized to be issued.

Stock-based compensation costs related to equity awards in the Company's stock are allocated to the Company and SunEdison based on the relative percentage of time that the personnel and directors spend providing services to the respective companies. The amount of stock-based compensation expense related to equity awards in the Company's stock which has been allocated to the Company was $0.4 million and $5.1 million during the three months ended March 31, 2016 and 2015, respectively, and is reflected in the consolidated statements of operations within general and administrative expenses. The amount of stock-based compensation cost related to equity awards in the Company's stock which has been allocated to SunEdison was $0.1 million and $0.2 million for the three months ended March 31, 2016 and 2015, respectively, and is recognized as a distribution to SunEdison within Net SunEdison investment on the consolidated statement of stockholders' equity with no impact to the Company's consolidated statement of operations. Similarly, stock-based compensation costs related to equity awards in the stock of SunEdison for personnel and directors who provide services to the Company are allocated to the Company based on the relative percentage of time that the personnel and directors spend providing services to the Company. The amount of stock-based compensation expense related to equity awards in the stock of SunEdison that was allocated to the Company was $0.5 million for the three months ended March 31, 2016, and is reflected in the consolidated statement of operations within general and administrative expenses - affiliate and has been treated as an equity contribution from SunEdison within Net SunEdison investment on the consolidated statement of stockholders' equity. The amount of stock-based compensation expense related to equity awards in the stock of SunEdison that was allocated to the Company for the three months ended March 31, 2015 was inconsequential.

Restricted Stock Awards

RSAs provide the holder with immediate voting rights, but are restricted in all other respects until vested. Upon a termination of employment for any reason, any unvested shares of Class A common stock held by the terminated participant will be forfeited. All unvested RSAs are paid dividends and distributions.

The following table presents information regarding outstanding RSAs as of March 31, 2016 and changes during the period then ended:



	Number of RSAs Outstanding		Weighted-Average Grant-Date Fair Value Per Share		Aggregate Intrinsic Value (in millions)
Balance as of January 1, 2016	1,859,616		$	2.93
Converted	(619,063	)	2.81
Forfeited	(838,034	)	2.29
Balance as of March 31, 2016	402,519		$	4.45	$	3.5

As of March 31, 2016, $0.1 million of total unrecognized compensation cost related to RSAs is expected to be recognized by SunEdison and the Company over a weighted average period of approximately 0.7 years.

Restricted Stock Units

RSUs will not entitle the holders to voting rights and holders of the RSUs will not have any right to receive dividends or distributions. The following table presents information regarding outstanding RSUs as of March 31, 2016 and changes during the period then ended:



	Number of RSUs Outstanding		Aggregate Intrinsic Value (in millions)		Weighted Average Remaining Contractual Life (In Years)
Balance as of January 1, 2016	3,208,394
Granted	163,595
Converted	(146,595	)
Forfeited	(284,071	)
Balance as of March 31, 2016	2,941,323		$	25.4	1.3

As of March 31, 2016, $29.5 million of total unrecognized compensation cost related to RSUs is expected to be recognized by SunEdison and the Company over a weighted average period of approximately 2.4 years. The weighted-average fair value of RSUs on the date of grant was $9.96 and $34.01 for the three months ended March 31, 2016 and 2015, respectively.

On December 22 and 23, 2015, the Company awarded 1,264,880 RSUs to certain employees and executive officers of SunEdison and the Company. These are time-based awards which will vest on the following schedule: 25% after one year, 25% after two years, and 50% after three years. The grant-date fair value of these awards was $15.7 million which will be recognized as compensation cost by SunEdison and the Company on a straight-line basis over the three year service period.

On March 10, 2015, the Company awarded 841,900 RSUs to certain employees and executive officers of SunEdison and the Company. These RSU awards are 80% performance-based and 20% time-based, which are vested at 25% per year over a four-year period. For the performance-based RSUs, there are three performance tiers with each tier representing 33% of the entire grant. Each of the performance tiers are based on dividend per share targets, as pre-determined and approved by the Company's Board of Directors. If certain performance goals are not achieved, the first, second or third performance tiers are forfeited in its entirety. If certain performance goals are met by the first quarter of 2016, 2017, and 2018, as measured by the last twelve months, the first, second and third tier will vest at 50%, 75% or 100%. Upon achievement of the targets, participants will vest in the respective tier at 50% during the measurement year, 30% the following year and 20% the year after that. The grant-date fair value of the time-based portion of these awards was $5.8 million which is being recognized as compensation cost by SunEdison and the Company on a straight-line basis over the requisite service period of four years. The grant-date fair value of the performance-based portion of these awards was initially calculated based on the Company's stock price as of the date of grant since meeting the requisite performance conditions was considered probable as of this date. During the first quarter of 2016, the Company concluded that meeting the requisite performance conditions for each of the three performance tiers is no longer considered probable, resulting in a reversal of previously recognized compensation cost. The amount of previously recognized compensation cost reversed by the Company during the first quarter of 2016 on account of this determination is not material.

On July 28, 2015, SunEdison began recognizing expense related to 199,239 performance-based RSUs granted by the Company to certain employees of First Wind in connection with its acquisition by SunEdison on January 29, 2015. The performance-based awards were issued in three tranches covering the 2015, 2016 and 2017 fiscal year performance periods and are based on the achievement of targets related to additions to SunEdison's renewable energy generation project development pipeline and backlog, the volume of renewable energy generation projects transferred into the Company or SunEdison's warehouse vehicles, and the achievement of cash available for distribution by wind power plants sold to the Company through the First Wind Acquisition agreement. On April 8, 2016, the Company concluded that certain of the performance targets related to the 2015 fiscal year performance period had been met, resulting in the vesting of 48,255 RSUs. During the first quarter of 2016, the Company concluded that meeting the aforementioned performance targets for the 2016 and 2017 fiscal year performance periods is no longer considered probable, resulting in a reversal of previously recognized compensation cost by SunEdison.

Stock Options

The following table presents information regarding outstanding stock options as of March 31, 2016 and changes during the period then ended:



	Number of Stock Options Outstanding		Weighted Average Exercise Price Per Share
Balance as of January 1, 2016	56,250		$	29.31
Canceled	(56,250	)	29.31
Balance as of March 31, 2016	—		$	—

As of March 31, 2016, there was no unrecognized compensation cost in relation to outstanding stock options.

Loss Per Share

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

Loss Per Share

LOSS PER SHARE

Loss per share (“EPS”) is based upon the weighted average shares outstanding. Unvested RSAs that contain non-forfeitable rights to dividends are treated as participating securities and are included in the EPS computation using the two-class method, to the extent that there are undistributed earnings available as such securities do not participate in losses.

Basic and diluted loss per share for the three months ended March 31, 2016 and 2015 was calculated as follows:



	Three Months Ended March 31,
(In thousands, except per share amounts)	2016			2015
Basic and diluted loss per share¹:
Net loss attributable to Class A common stockholders	$	(481	)	$	(28,116	)
Less: dividends paid on Class A shares and participating RSAs	—			—
Undistributed loss attributable to Class A shares	$	(481	)	$	(28,116	)

Weighted average basic and diluted Class A shares outstanding	87,833			49,694

Distributed earnings per share	$	—		$	—
Undistributed loss per share	(0.01		)	(0.57		)
Basic and diluted loss per share	$	(0.01	)	$	(0.57	)

———

(1)

The computations for diluted loss per share for the three months ended March 31, 2016 excludes 48,202,310 shares of Class B common stock, 546,633 of unvested RSAs, 2,941,323 unvested RSUs because the effect would have been anti-dilutive. The computations for diluted loss per share for the three months ended March 31, 2015 excludes 62,726,654 shares of Class B common stock, 5,840,000 shares of Class B1 common stock, 2,445,464 of unvested RSAs, 1,930,143 RSUs and 150,000 options to purchase the Company's shares because the effect would have been anti-dilutive.

Non-controlling Interests

3 Months Ended

Mar. 31, 2016

Noncontrolling Interest [Abstract]

Non-controlling Interests

NON-CONTROLLING INTERESTS

Non-controlling Interests

Non-controlling interests represent the portion of net assets in consolidated entities that are not owned by the Company. The following table presents the non-controlling interest balances by entity, reported in stockholders’ equity in the consolidated balance sheets as of March 31, 2016 and December 31, 2015:



(In thousands)	March 31, 2016		December 31, 2015
Non-controlling interests in Terra LLC:
SunEdison	$	716,628	$	897,409
Total non-controlling interests in Terra LLC¹	716,628		897,409
Total non-controlling interests in renewable energy facilities	831,939		858,117
Total non-controlling interests	$	1,548,567	$	1,755,526

———


(1)	Reflects an equity reallocation of $(179.1) million and $170.3 million as of March 31, 2016 and December 31, 2015, respectively, due to an adjustment of capital balances to reflect respective ownership percentages as of each balance sheet date.

As of March 31, 2016, the Company owned 65.5% of Terra LLC and consolidated the results of Terra LLC through its controlling interest, with SunEdison's 34.5% interest shown as a non-controlling interest.

Redeemable Non-controlling Interests

Non-controlling interests in subsidiaries that are redeemable either at the option of the holder or at fixed and determinable prices at certain dates are classified as redeemable non-controlling interests in subsidiaries between liabilities and stockholders' equity in the consolidated balance sheets. The redeemable non-controlling interests in subsidiaries balance is determined using the hypothetical liquidation at book value method for the VIE funds or allocation of share of income or losses in other subsidiaries subsequent to initial recognition, however, the non-controlling interests balance cannot be less than the estimated redemption value.

The following table presents the activity of the redeemable non-controlling interest balance reported on the consolidated balance sheets for the three months ended March 31, 2016:



	Redeemable Non-controlling Interests
(In thousands)	Capital			Accumulated Deficit		Total
Balance as of December 31, 2015	167,199			8,512		$	175,711
Sale of membership interests in projects	—			—		—
Distributions	(512		)	—		(512		)
Net income	—			2,545		2,545
Balance as of March 31, 2016	$	166,687		$	11,057	$	177,744

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES Letters of Credit The Company's customers, vendors and regulatory agencies often require the Company to post letters of credit in order to guarantee performance under relevant contracts and agreements. The Company is also required to post letters of credit to secure obligations under various swap agreements and leases and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. The amount that can be drawn under some of these letters of credit may be increased from time to time subject to the satisfaction of certain conditions. As of March 31, 2016, the Company had outstanding letters of credit under the Revolver of $67.0 million and outstanding project-level letters of credit of $90.3 million. Guarantee Agreements The Company and its subsidiaries have provided guarantees to certain of its institutional tax equity investors and financing parties in connection with its tax equity financing transactions. These guarantees do not guarantee the returns targeted by the tax equity investors or financing parties, but rather to support any potential indemnity payments payable under the tax equity agreements, including related to management of tax partnerships and recapture of tax credits or renewable energy grants in connection with transfers of the Company’s direct or indirect ownership interests in the tax partnerships to entities that are not qualified to receive those tax benefits. The Company and its subsidiaries have also provided guarantees in connection with acquisitions of third party assets or to support project contractual obligations, including renewable energy credit sales agreements, and may provide additional guarantees in connection with future acquisitions or project contractual obligations. The Company and its subsidiaries have also provided other capped or limited contingent guarantees and other support obligations with respect to certain project-level indebtedness. Commitments to Acquire Renewable Energy Facilities As of March 31, 2016, the Company had open commitments of $231.2 million in the aggregate to acquire renewable energy facilities with a combined nameplate capacity of 176.3 MW from SunEdison, which include commitments that were significantly reduced subsequent to March 31, 2016. See Note 19. Related Parties for additional discussion of these commitments. As of March 31, 2016, the Company had a remaining commitment of $58.7 million to acquire two wind power plants with a combined nameplate capacity of 98.6 MW from Invenergy Wind. This commitment expired on July 1, 2016. As a result, while the purchase agreement remains in force, Invenergy and the Company now have the right to terminate the purchase agreement with respect to these two additional facilities at any time and may determine not to consummate the acquisition. If the purchase agreement is terminated by either party, the Company will not purchase these facilities. Legal Proceedings The Company is not a party to any legal proceedings other than various administrative and regulatory proceedings arising in the ordinary course of the Company's business or as described below. While the Company cannot predict with certainty the ultimate resolution of such proceedings or other claims asserted against the Company, certain of the claims, if adversely concluded, could result in substantial damages or other relief. Stockholder Derivative Lawsuits On December 28, 2015, a verified stockholder derivative complaint (Central Laborers’ Pension Fund et al. v. Peter Blackmore et al., Case No. 11847) on behalf of the Company, was filed in the Court of Chancery in the State of Delaware against the Company, as nominal defendant, and SunEdison, and certain individual directors of the Company, as defendants (the “Central Laborers’ Proceeding”). The lawsuit alleges that certain members of the Company’s board of directors breached their fiduciary duties of loyalty and care by agreeing to enter into an agreement (the “July Vivint Transaction”) with SunEdison on July 20, 2015 to acquire certain residential rooftop solar assets (the “Vivint Assets”) that SunEdison was acquiring as part of SunEdison’s acquisition of Vivint Solar, Inc. (“Vivint Solar”), by agreeing to terms that were grossly unfair to the Company and designed for the benefit of SunEdison, thereby failing to act in the best interests of the Company. The lawsuit further alleges that the approval of the modifications to the Company’s agreements under the July Vivint Transaction (the “December Vivint Transaction”) by the board of directors of the Company was on terms that are unfair to the Company and improperly favor SunEdison to the detriment of the Company and its stockholders. The complaint further alleges that SunEdison, as the Company’s controlling stockholder, breached its fiduciary duty not to advance SunEdison’s interest at the expense of the Company’s interests by causing the Company to (i) overpay to acquire assets in both the July Vivint Transaction and in the December Vivint Transaction in order to finance SunEdison’s purchase of Vivint Solar, and (ii) commit to purchase future residential solar generation facilities from SunEdison over the next five years so that SunEdison could use the Company’s commitment to acquire a loan to partially cover its financial obligations in its transaction to acquire Vivint Solar. The plaintiffs in the lawsuit seek damages for the Company for the damages the Company has and will suffer as a result of the defendants’ breaches of fiduciary duty. The lawsuit also seeks an award of the plaintiffs’ costs and disbursements, including attorneys’ fees and expenses. On January 12, 2016, a verified stockholder derivative complaint (Appaloosa Investment Limited Partnership I et al. v. SunEdison, Inc. et al., Case No. 11898) on behalf of the Company was filed in the Court of Chancery in the State of Delaware against the Company, as nominal defendant, and against SunEdison and three of the Company’s individual directors, as defendants (the “Appaloosa Proceeding”). The lawsuit alleges that SunEdison, as the Company’s controlling stockholder, breached its fiduciary duties to the Company and its minority stockholders by causing the Company, amongst other things, to (i) enter into an amended transaction to acquire the Vivint Assets from SunEdison for its benefits at the expense of the Company’s interests, (ii) purchase the Vivint Assets at an unfair price, and (iii) agree to an unfair Take/Pay arrangement so that SunEdison could use such commitment by the Company to acquire a loan to partially cover its financial obligations in connection with its own contemplated merger with Vivint Solar, for which SunEdison never compensated the Company. The lawsuit also contends that the current members of the Corporate Governance and Conflicts Committee of the Company’s board of directors breached their fiduciary duty of loyalty to the Company’s minority stockholders by, amongst other things, approving the transaction on terms that are unfair to the Company and improperly favor SunEdison to the detriment of the Company and its stockholders. The lawsuit seeks to enjoin the completion of the transaction, rescission of such transaction or, alternatively, awarding rescissory damages, in the event it is consummated. The lawsuit also seeks an award of the plaintiffs’ costs and disbursements, including reasonable attorneys’ fees and expenses. On January 26, 2016, the Delaware Chancery Court consolidated the Appaloosa Proceeding and the Central Laborers’ Proceeding into a single proceeding and named Appaloosa Investment Limited Partnership I as lead plaintiff and named counsel to the lead plaintiff as lead counsel (the “Consolidated Proceeding”). On February 16, 2016, the Delaware Chancery Court held a hearing on the plaintiff’s motion for a preliminary injunction of the Vivint transaction, and on February 26, 2016, the Chancery Court issued a bench ruling denying plaintiff’s motion for a preliminary injunction. In that ruling, the court concluded that the plaintiffs had not demonstrated that irreparable harm would result if the court failed to preliminarily enjoin the Company’s purchase of the Purchased Subsidiaries under the Amended Purchase Agreement with SunEdison and the Company’s entry into the take/pay transaction pursuant to the Amended and Restated Interim Agreement with SunEdison (collectively, the “Challenged Transaction”). Following the termination of the Vivint acquisition, the Plaintiffs filed an amended complaint alleging that SunEdison and certain director defendants breached their fiduciary duties by engaging in the Challenged Transaction and associated management changes. The Plaintiffs amended complaint sought money damages to be determined at trial and equitable relief intended to undo those management changes and to require that the Conflicts Committee of the Company be chosen by the majority of the Company’s Class A shareholders. On April 20, 2016, the Plaintiffs filed a second amended complaint that added allegations against certain of the Company’s directors for failing to appoint new members to the Conflicts Committee following the appointment of the current members of the Conflicts Committee to the then newly created Office of the Chairman. Effective April 21, 2016, the Office of the Chairman was abolished, and the board of directors of the Company confirmed and ratified that Peter Blackmore was serving as the Company’s Chairman and Interim Chief Executive Officer. On June 20, 2016, the Defendants filed a briefing in support of motions to dismiss the case. On August 25, 2016, the parties informed the Delaware Chancery Court that they are discussing settlement. In light of these settlement discussions, the court suspended the deadlines associated with the pending motions to dismiss. On September 27, 2016, the Company reached a settlement agreement with Appaloosa Investment Limited Partnership I to resolve its stockholder derivative suit, as well as derivative claims by stockholders relating to the Vivint Solar transaction. The settlement is subject to approval by the Delaware Chancery Court. A hearing will be held before the Chancery Court on December 19, 2016 to determine whether the court should approve the proposed settlement. Securities Class Action On April 4, 2016, a securities class action under federal securities laws (Chamblee v. TerraForm Power, Inc., et al., Case No. 1:16-cv-00981-JFM) was filed in the United States District Court for the District of Maryland against the Company and two of its former officers (one of which was also a director of the Company) asserting claims under Section 10(b) and 20(a) of the Securities and Exchange Act of 1934 and SEC Rule 10b-5 on behalf of a putative class. The Complaint alleges that the defendants made materially false and misleading statements regarding the Company’s business, operational and compliance policies, including with respect to disclosures regarding SunEdison’s internal controls and the Company's reliance on SunEdison. An amended complaint was filed on September 26, 2016 and a former officer and director of the Company were added as defendants. On October 4, 2016, the Judicial Panel on Multidistrict Litigation transferred this matter to the U.S. District Court for the Southern District of New York for consolidated or coordinated pretrial proceedings. While we cannot predict with certainty the ultimate resolution of this proceeding, the Company believes each of the allegations in this complaint are without merit and intends to contest these allegations vigorously. Settlement Agreement with Latin America Power Holding On April 20, 2016, TerraForm Power, Inc., (“TERP”) and TerraForm Power, LLC (together with TERP, the “TerraForm Power Parties”) entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with BTG Pactual Brazil Infrastructure Fund II, L.P., P2 Brasil Private Infrastructure Fund II, L.P., P2 Fund II LAP Co-Invest, L.P., P2 II LAP Co-Invest UK, L.P., GMR Holding B.V. (collectively, the “LAP Shareholders”), and Roberto Sahade, LAP’s chief executive officer (together with the LAP Shareholders and the TerraForm Power Parties, the “Parties”). The Settlement Agreement resolves the disputes between the Parties in connection with the previously announced termination of that certain Amended and Restated Share Purchase Agreement, dated May 19, 2015 (the “Share Purchase Agreement”), among SunEdison Holdings Corporation and the LAP Shareholders, and the guarantee issued by TERP in connection therewith, relating to the acquisition of Latin America Power Holding, B.V. (“LAP”), that are the subject of an arbitration proceeding (the “Arbitration”). On March 3, 2016, TERP, SunEdison Holdings Corporation, SunEdison, Inc. and the LAP Shareholders entered into a settlement agreement with respect to the Arbitration (the “March Settlement Agreement”). Subsequent to the execution of the March Settlement Agreement, SunEdison Holdings Corporation failed to make a required payment under the terms of the agreement and as a result the LAP Shareholders recommenced the Arbitration against all parties, including TERP. Pursuant to the Settlement Agreement, TERP has made a one-time payment to LAP in the amount of $10.0 million in exchange for and contingent on the termination of the Arbitration against TERP. This amount was accrued for as of December 31, 2015 and March 31, 2016. None of the Parties has admitted to any wrongdoing or liability with respect to the claims asserted in the Arbitration, and the Parties have granted each other full releases of any further obligations under the Share Purchase Agreement and related agreements (including the TERP guarantee). The Settlement Agreement does not impact any claims that the LAP Shareholders or the TerraForm Power Parties may have against SunEdison, Inc. and SunEdison Holdings Corporation in connection with the transactions described above. Daniel Gerber v. Wiltshire Council On February 23, 2016, the U.K. Court of Appeals granted the appeal by the Company and the relevant local governmental authority and overturned an earlier decision by the U.K. High Court to quash (nullify) the planning permission necessary to build the Company’s 11.1 MW Norrington solar generation facility in Wiltshire, England. Among other things, the Court of Appeals held that the lower court erred in extending the time for the plaintiff to challenge the planning permission beyond the statutory appeal period. As a result of the successful appeal, the validity of the planning permission was reconfirmed. The plaintiff sought permission of the Supreme Court to appeal the decision of the Court of Appeals; however, permission was denied by the Supreme Court. The Company will, however, have to seek certain amendments to the permit or modify certain aspects of the power plant to come in full compliance with its terms. Claim relating to First Wind Acquisition On May 27, 2016, D.E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P., as the representatives of the sellers (the “First Wind Sellers”) filed an amended complaint for declaratory judgment against the Company and Terra LLC in the Supreme Court of the State of New York alleging breach of contract with respect to the Purchase and Sale Agreement, dated as of November 17, 2014 (the “FW Purchase Agreement”) between, among others, SunEdison, the Company and Terra LLC and the First Wind Sellers. The amended complaint alleges that Terra LLC and SunEdison became jointly obligated to make $231.0 million in earn-out payments in respect of certain development assets SunEdison acquired from the First Wind Sellers under the FW Purchase Agreement, when those payments were purportedly accelerated by SunEdison's bankruptcy and by the resignations of two SunEdison employees. The amended complaint further alleges that the Company, as guarantor of certain Terra LLC obligations under the FW Purchase Agreement, is liable for this sum. Defendants filed a motion to dismiss the amended complaint on July 5, 2016, on the ground that, among other things, SunEdison is a necessary party to this action. Plaintiffs filed an opposition to the motion to dismiss on August 22, 2016. Defendants filed their reply on September 12, 2016. A hearing on the motion to dismiss is currently scheduled to take place on January 24, 2017. The Company believes the First Wind Sellers’ allegation is without merit and will contest the claim and allegations vigorously. However, we cannot predict with certainty the ultimate resolution of any proceedings brought in connection with such a claim. Whistleblower Complaint By Francisco Perez Gundin On May 18, 2016, the Company’s former Director and Chief Operating Officer, Francisco Perez Gundin (“Perez”), filed a Complaint against the Company, TerraForm Global, Inc., and certain individuals, with the United States Department of Labor. The Complaint alleges that Defendants engaged in a retaliatory termination of Mr. Perez's employment after he allegedly voiced concerns to SunEdison’s Board of Directors about public representations made by SunEdison officers regarding SunEdison’s liquidity position, and after he allegedly voiced his opposition to transactions that he alleges were self-interested and which he alleges SunEdison forced on the Company. He alleges that the Company participated in SunEdison’s retaliatory termination by constructively terminating his position as Chief Operating Officer of the Company in connection with SunEdison’s constructive termination of his employment. He seeks lost wages, bonuses, benefits, and other money that he alleges that he would have received if he had not been subjected to the allegedly retaliatory termination. The matter is being adjudicated in an administrative proceeding before the Occupational Safety and Health Administration agency of the United States Department of Labor. The Company’s Position Statement in response to the Complaint was filed in October of 2016. The Company believes Mr. Perez's claims are without merit and is contesting them. However, the Company cannot predict with certainty the ultimate resolution of this proceeding. Whistleblower Complaint By Carlos Domenech Zornoza On May 10, 2016, the Company’s former Director and Chief Executive Officer, Carlos Domenech Zornoza (“Domenech”), filed a Complaint against the Company, TerraForm Global, Inc., and certain individuals, with the United States Department of Labor. The Complaint alleges that Defendants engaged in a retaliatory termination of Mr. Domenech’s employment on November 20, 2015 after he allegedly voiced concerns to SunEdison’s Board of Directors about public representations made by SunEdison officers regarding SunEdison’s liquidity position, and after he allegedly voiced his opposition to transactions that he alleges were self-interested and which he alleges SunEdison forced on the Company. He alleges that the Company participated in SunEdison’s retaliatory termination by terminating his position as Chief Executive Officer of the Company in connection with SunEdison’s termination of his employment. He seeks lost wages, bonuses, benefits, and other money that he alleges that he would have received if he had not been subjected to the allegedly retaliatory termination. The matter is being adjudicated in an administrative proceeding before the Occupational Safety and Health Administration agency of the United States Department of Labor. The Company’s Position Statement in response to the Complaint was filed in October of 2016. The Company believes that Mr. Domenech's claims are without merit and is contesting them. However, the Company cannot predict with certainty the ultimate resolution of this proceeding. Eastern Maine Electric Cooperative Litigation On November 21, 2016, the Penobscot County Maine Superior Court entered judgment in the amount of $13.6 million against First Wind Holdings, LLC (“First Wind”), an indirect subsidiary of SunEdison, Inc., and several subsidiaries of the Company. The plaintiff filed judgment liens against the defendants which will stay outstanding through the appeals process. The action involved a claimed breach of contract arising out of a contract between First Wind and Eastern Maine Electric Cooperative, Inc. (“EMEC”), under which First Wind, on behalf of itself and its then wholly-owned subsidiaries, agreed to negotiate a definitive agreement to transfer to EMEC a portion of a transmission line. The transmission line is owned, in part, by one of the Company's subsidiaries, and is the sole means of transmitting power from the Rollins, Stetson I, and Stetson II wind farms. The subsidiaries that own these wind farms and the transmission line were acquired by the Company as part of the Company's acquisition of certain of the operating assets of First Wind Holdings. The Company believes all the defendants acted in good faith and the Company’s subsidiaries that are defendants in the action intend to continue to vigorously contest the allegations and appeal the verdict. The judgment was for money damages and, if upheld on appeal, would not be expected to result in a loss of the use of the transmission line by the Company's subsidiaries. The total amount of the judgment was accrued for as of December 31, 2015 and March 31, 2016. Avoidance Actions On November 7, 2016, the unsecured creditors’ committee in the SunEdison Bankruptcy filed a motion with the bankruptcy court seeking standing to assert against the Company, on behalf of SunEdison, avoidance claims arising from payments and other intercompany transactions between the Company and SunEdison dating back to the Company’s initial public offering and including drop-down transactions involving the sale of renewable energy facilities by SunEdison to the Company. The Company’s objection to the standing motion was filed on November 29, 2016. A hearing on the motion is scheduled to take place on December 6, 2016. The Company expects to vigorously contest this standing motion and, if standing is granted, the underlying avoidance claims. Furthermore, the Company is currently engaged in settlement discussions with SunEdison and certain of SunEdison’s stakeholders to resolve, among other issues, intercompany claims and defenses between the Company and SunEdison. While these settlement discussions remain ongoing and there can be no guaranty that a settlement will be reached, the Company believes that a successful settlement could facilitate the Company’s exploration of strategic alternatives. Any settlement would be subject to the approval of the bankruptcy court in the SunEdison Bankruptcy. Given the preliminary nature of the claims, the Company is unable to provide any assurances as to the ultimate outcome of these claims or that an adverse resolution of a legal proceeding, if commenced, would not have a material adverse effect on the Company’s consolidated financial position and results of operations.

Related Parties

3 Months Ended

Mar. 31, 2016

Related Parties

RELATED PARTIES

SunEdison Bankruptcy

The Company is not a part of the SunEdison Bankruptcy and has no plans to file for bankruptcy itself. The Company does not rely substantially on SunEdison for funding or liquidity and believes that the Company will have sufficient liquidity to support its ongoing operations. The Company believes its equity interests in its renewable energy facilities that are legally owned by the Company’s subsidiaries are not available to satisfy the claims of the creditors of the SunEdison Bankruptcy. However, there is a risk that an interested party in the SunEdison Bankruptcy could request that the assets and liabilities of the Company be substantively consolidated with SunEdison and that the Company and/or its assets and liabilities be included in the SunEdison Bankruptcy. While it has not been requested to date and the Company believes there is no basis for substantive consolidation in its circumstances, the Company cannot assure you that substantive consolidation will not be requested in the future or that the bankruptcy court would not consider it.

As discussed below, the Company and SunEdison are parties to multiple agreements, including the Management Services Agreement ("MSA"), project-level O&M and asset management agreements, engineering procurement and construction agreements, and other support agreements, including modules warranties with respect to SunEdison produced modules. Moreover, at the time of the Company's IPO, SunEdison and the Company entered into the Sponsor Arrangement, a complex contractual arrangement setting forth the terms and conditions of SunEdison's sponsorship of the Company, which included, among other things, the MSA, Interest Payment Agreement and Support Agreement. The Company believes that the Sponsor Arrangement comprises a single integrated transaction. The agreements comprising the Sponsor Arrangement are set forth in separate documents and discussed individually in this Form 10-Q. However, the elements of the Sponsor Arrangement are closely related and a default under one element may be a defense to, or excuse performance under, another element. SunEdison and its various stakeholders have expressed disagreement with this view of the Sponsor Arrangements and can be expected to contest any such assertion in connection with the SunEdison Bankruptcy.

During the SunEdison Bankruptcy, SunEdison has not performed substantially as obligated under its agreements with the Company, including under the Sponsor Arrangement and certain O&M and asset management arrangements. SunEdison's failure to perform substantially as obligated under its agreements with the Company, including under the Sponsor Arrangement, project-level O&M and asset management agreements and other support agreements, may have a material adverse effect on the Company. Despite these adverse effects, the Company expects that it will be able to operate its business without the support of SunEdison pursuant to the plans for transitioning away from reliance on SunEdison that it is in the process of implementing. Refer to Note 1. Nature of Operations for discussion regarding these plans.

On September 25, 2016, the Company filed its initial proof of claim in the SunEdison Bankruptcy, which was amended on October 7, 2016. Refer to Note 1. Nature of Operations for discussion regarding this initial proof of claim and settlement discussions between the Company and SunEdison.

Management Services Agreement

Pursuant to the MSA, SunEdison agreed to provide or arrange for other service providers to provide management and administrative services including legal, accounting, tax, treasury, project finance, information technology, insurance, employee benefit costs, communications, human resources, and procurement to the Company. As consideration for the services provided, the Company agreed to pay SunEdison a base management fee as follows: (i) 2.5% of the Company's cash available for distribution in 2015, 2016, and 2017 (not to exceed $4.0 million in 2015, $7.0 million in 2016 or $9.0 million in 2017), and (ii) an amount equal to SunEdison's or other service provider's actual cost in 2018 and thereafter. Subsequent to the SunEdison Bankruptcy, SunEdison continues to provide some management and administrative services to the Company, including employee compensation and benefit costs, human resources, information technology and communications, but has stopped providing (or reimbursing the Company) for other services pursuant to the MSA. If SunEdison rejects, or seeks to substantially renegotiate the MSA due to the SunEdison Bankruptcy, the Company may bear these actual costs in future periods.

General and administrative - affiliate costs were $5.4 million and $6.0 million for the three months ended March 31, 2016 and 2015, respectively. Pursuant to the MSA, cash consideration paid by the Company for these services for the three months ended March 31, 2016 totaled $1.8 million and general and administrative expenses - affiliate in excess of cash consideration paid have been treated as an equity contribution from SunEdison within Net SunEdison investment on the consolidated statement of stockholders' equity.

Operations and Maintenance ("O&M") and Asset Management Services

O&M services, as well as asset management services, are provided to the Company by SunEdison pursuant to contractual agreements. Costs incurred for these services were $6.8 million and $3.6 million during the three months ended March 31, 2016 and 2015, respectively. These costs are reported as cost of operations - affiliate in the unaudited condensed consolidated statements of operations.

Engineering, Procurement and Construction Contracts and Module Warranties

SunEdison served as the prime construction contractor for most of the Company's renewable energy facilities acquired from SunEdison pursuant to engineering, procurement and construction contracts with the Company's project-level subsidiaries. These contracts are generally fixed price, turn-key construction contracts that include workmanship and other warranties with respect to the design and construction of the facilities that survive for a period of time after the completion of construction. These contracts or related contracts (including operation and maintenance agreements) also often include production or availability guarantees with respect to the output or availability of the facility that survive completion of construction. Moreover, the Company also generally obtained solar module warranties from SunEdison, including workmanship warranties and output guarantees, for those solar facilities that the Company acquired from SunEdison that utilized SunEdison modules. The SunEdison Bankruptcy will likely reduce or eliminate the Company's potential recoveries on claims under these agreements and warranties. Third party insurance has been procured by SunEdison to back-stop payment of warranty claims for SunEdison modules purchased from January of 2011 through January of 2015.

Due to SunEdison, net

Certain of the Company's expenses are reimbursed by SunEdison pursuant to the MSA and any expenses not reimbursed by SunEdison as of the balance sheet date are reported as Due from SunEdison, net. Additionally, all amounts incurred by the Company and not paid as of the balance sheet date for renewable energy facilities acquired from SunEdison or for asset management and O&M services received from SunEdison are reported as Due to SunEdison, net. As of March 31, 2016 and December 31, 2015, the Company owed $28.7 million and $26.6 million, respectively, which is reported as Due to SunEdison, net in the consolidated balance sheets. As a result of the SunEdison Bankruptcy, the Company recognized a $0.8 million loss within loss on receivables - affiliate related to recording a bad debt reserve for outstanding receivables from the SunEdison Debtors.

Guaranty to SunEdison

On May 19, 2015, the Company provided a guaranty in connection with SunEdison’s agreement to acquire from the LAP Shareholders, a 19.0 MW hydroelectricity facility and a 185.0 MW wind power plant in Chile from for $195.0 million. In October 2015, SunEdison received a notice from the sellers purporting to terminate the purchase agreement. Following receipt of such notice, SunEdison exercised its right under the purchase agreement to terminate the agreement based on the failure by the sellers to satisfy certain conditions precedent to closing. In connection with this transaction, the Company and the LAP shareholders entered into the Settlement Agreement as disclosed in Settlement Agreement with Latin America Power Holding in Note 16. Commitments and Contingencies, which resulted in a release of all claims by the LAP shareholders under the guaranty.

Interest Payment Agreement

Immediately prior to the completion of the IPO on July 23, 2014, Terra LLC and Terra Operating LLC entered into an interest payment agreement (the "Interest Payment Agreement") with SunEdison, pursuant to which SunEdison would pay all of the scheduled interest on a term loan through the third anniversary of Terra LLC and Terra Operating LLC entering into the Term Loan, up to an aggregate of $48.0 million over such period (plus any interest due on any payment not remitted when due). Interest expense incurred under the Term Loan is reflected in the consolidated statement of operations and the reimbursement for such costs is treated as an equity contribution in additional paid-in capital from SunEdison. The Company received an equity contribution of $4.0 million from SunEdison pursuant to the Interest Payment Agreement for the three months ended March 31, 2015.

On January 28, 2015, Terra LLC and Terra Operating LLC entered into the Amended and Restated Interest Payment Agreement (the “Amended Interest Payment Agreement”) with SunEdison. Pursuant to the Amended Interest Payment Agreement, SunEdison agreed to pay amounts equal to a portion of each scheduled interest payment of the Senior Notes due 2023, beginning with the first scheduled interest payment on August 1, 2015, and continuing through the scheduled interest payment on August 1, 2017. Amounts will be paid by SunEdison as follows: (1) in respect of the first scheduled interest payment, $16.0 million, less amounts already paid by SunEdison under the Interest Payment Agreement, (2) in respect of each scheduled interest payment in 2016, $8.0 million, and (3) in respect of each scheduled interest payment in 2017, $8.0 million, provided that the maximum amount payable by SunEdison under the Amended Interest Payment Agreement (inclusive of amounts already paid under the Interest Payment Agreement) may not exceed $48.0 million (plus any interest due on any payment not remitted when due). SunEdison will also not be obligated to pay any amounts payable under the Senior Notes due 2023 in connection with an acceleration of the indebtedness thereunder. The Company received equity contributions totaling $8.0 million from SunEdison pursuant to the Amended Interest Payment Agreement during the three months ended March 31, 2016. As of March 31, 2016, the Company had received a cumulative of $24.0 million under the Interest Payment Agreement and Amended Interest Payment Agreement from SunEdison with $24.0 million of scheduled payments due in future periods.

On July 29, 2016, SunEdison delivered a notice purporting to terminate the Amended Interest Payment Agreement. The notice alleges that SunEdison's bankruptcy permits termination as of right without following the bankruptcy procedures for rejection of executory contracts. Although the Company does not expect SunEdison to perform under the Amended Interest Payment Agreement going forward, it intends to contest the validity of the termination notice and asserted a claim in the SunEdison Bankruptcy as discussed in Note 1. Nature of Operations.

Commitments to Acquire Renewable Energy Facilities from SunEdison

As of March 31, 2016, the Company had open commitments of $231.2 million in the aggregate to acquire renewable energy facilities with a combined nameplate capacity of 176.3 MW from SunEdison. These commitments have all been resolved subsequent to March 31, 2016 as described in the table below:



						Cash Committed
Description	Facility Category	Facility Type	Location	MW		(in thousands)
As of March 31, 2016				176.3		$	231,191
Acquired¹	Distributed Generation	Solar	U.S.	—		(334		)
Acquired²	Utility	Solar	U.S.	—		(29,637		)
Terminated	Utility	Solar	U.S.	(159.8	)	(168,396		)
Terminated	Residential	Solar	U.S.	—		(3,808		)
Expired	Distributed Generation	Solar	U.S.	(16.5	)	(29,016		)
As of October 31, 2016				—		$	—

————

(1)The preliminary purchase prices for these distributed generation facilities were reduced from $3.1 million to $2.8 million.

(2)The preliminary purchase price for this solar facility was reduced from $36.6 million to $36.2 million.

The commitments above exclude 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 (see Note 4 Acquisitions). These commitments exclude the estimated cash of $29.3 million due to SunEdison for renewable energy facilities acquired from SunEdison during the three months ended March 31, 2016 (see Note 2. Transactions Between Entities Under Common Control). In addition, our commitment to acquire 20.0 MW of distributed generation solar facilities from a debtor in the SunEdison Bankruptcy expires on June 30, 2016.

Support Agreement and Intercompany Agreement

The Company entered into a project support agreement with SunEdison (the "Support Agreement") on July 23, 2014, which provides the Company the option to purchase additional renewable energy facilities from SunEdison in 2015 and 2016. The Support Agreement also provides the Company a right of first offer with respect to certain other renewable energy facilities. During the three months ended March 31, 2016, the Company acquired renewable energy facilities with a combined nameplate capacity of 19.2 MW from SunEdison under the Project Support Agreement (see Note 2. Transactions Between Entities Under Common Control).

In connection with the First Wind Acquisition, the Company and SunEdison entered into an agreement (the "Intercompany Agreement") pursuant to which the Company was granted the option to purchase additional renewable energy facilities in the First Wind pipeline from SunEdison. During the three months ended March 31, 2016, the Company did not acquire any renewable energy facilities from SunEdison under the Intercompany Agreement.

As a result of the SunEdison Bankruptcy, the Company does not expect that it will be able to acquire from SunEdison any additional projects under the Support Agreement or Intercompany Agreement and add such projects to its operating fleet. As the Company's long-term growth strategy is the acquisition of new renewable energy facilities, including under the Support Agreement and Intercompany Agreement, losing its ability to acquire additional projects from SunEdison may negatively impact the Company's ability to grow its portfolio and the Company may be required to seek such growth primarily from third party acquisitions.

As discussed in Note 1. Nature of Operations, on September 25, 2016, the Company filed its initial proof of claim in the SunEdison Bankruptcy, which was amended on October 7, 2016. This proof of claim asserted claims based on, among other things, SunEdison's breach of the sponsorship arrangement between the Company and SunEdison which included the Support Agreement and Intercompany Agreement.

In addition to the Company's Call Right Projects under the Support Agreement and Intercompany Agreement, the Company's Call Right Projects also include 0.5 GW (net) of operating wind power plants owned by a SunEdison warehouse (the "AP Warehouse"). The legal entities that comprise the AP Warehouse have not filed for bankruptcy. The Company is currently exploring acquiring a ten to twenty percent interest in the Call Right Projects in the AP Warehouse.

Incentive Distribution Rights

Immediately prior to the completion of the IPO on July 23, 2014, Terra LLC entered into the Amended and Restated Operating Agreement of Terra LLC which granted SunEdison 100% of the Incentive Distribution Rights ("IDRs") of Terra LLC. IDRs represent the right to receive increasing percentages (15.0%, 25.0% and 50.0%) of Terra LLC’s quarterly distributions after the Class A Units, Class B units, and Class B1 units of Terra LLC have received quarterly distributions in an amount equal to $0.2257 per unit (the "Minimum Quarterly Distribution") and the target distribution levels have been achieved. As of March 31, 2016 and December 31, 2015, SunEdison held 100% of the IDRs. SunEdison has pledged the IDRs as collateral under its DIP financing and its first and second lien credit facilities and second lien secured notes. As of March 31, 2016 and December 31, 2015, there were no Class B1 units of Terra LLC outstanding. There were no payments for IDRs made by the Company during the three months ended March 31, 2016.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Segment Reporting

3 Months Ended

Mar. 31, 2016

Segment Reporting [Abstract]

Segment Reporting

SEGMENT REPORTING

The Company has two reportable segments: Solar and Wind. These segments include the Company's entire portfolio of renewable energy facility assets and are determined based on the management approach. This approach designates the internal reporting used by management for making decisions and assessing performance as the source of the reportable segments. The Company’s operating segments consist of Distributed Generation, North America Utility, and International Utility that are aggregated into the Solar reportable segment and Northeast Wind, Central Wind, and Hawaii Wind that are aggregated into the Wind reportable segment. The operating segments have been aggregated as they have similar economic characteristics and meet all of the aggregation criteria. Corporate expenses include general and administrative expenses, acquisition costs, interest expense on corporate-level indebtedness, stock-based compensation and depreciation, accretion and amortization expense. All net operating revenues for the three months ended March 31, 2016 and 2015 were earned by the Company's reportable segments from external customers in the United States (including Puerto Rico), Canada, the United Kingdom and Chile.

The following table reflects summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 2016 and 2015:



	Three Months Ended March 31, 2016
(In thousands)	Solar		Wind		Corporate			Total
Operating revenues, net	$	71,148	$	82,769	$	—		$	153,917
Depreciation, accretion and amortization expense	31,809		27,127		71			59,007
Other operating costs and expenses	18,569		21,928		21,908			62,405
Interest expense, net	18,430		21,051		29,513			68,994
Other non-operating expenses (income)	1,249		206		(4,536		)	(3,081		)
Income tax expense¹	—		—		97			97
Net income (loss)	$	1,091	$	12,457	$	(47,053	)	$	(33,505	)
Balance Sheet
Total assets²	$	3,900,890	$	3,773,394	$	525,269		$	8,199,553



	Three Months Ended March 31, 2015
(In thousands)	Solar			Wind			Corporate			Total
Operating revenues, net	$	48,370		$	22,145		$	—		$	70,515
Depreciation, accretion and amortization expense	25,755			6,136			—			31,891
Other operating costs and expenses	15,007			13,013			22,567			50,587
Interest expense, net	16,338			757			19,760			36,855
Other non-operating expenses	426			8,435			26,026			34,887
Income tax benefit¹	—			—			(45		)	(45		)
Net loss	$	(9,156	)	$	(6,196	)	$	(68,308	)	$	(83,660	)
Balance Sheet
Total assets²	$	3,923,186		$	3,765,486		$	528,737		$	8,217,409

———


(1)	Income tax benefit is not allocated to the Company's Solar and Wind segments.


(2)	As of March 31, 2016 and December 31, 2015, respectively.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Other Comprehensive Loss

3 Months Ended

Mar. 31, 2016

Other Comprehensive Loss

OTHER COMPREHENSIVE LOSS

The following table presents the changes in each component of accumulated other comprehensive (loss) income, net of tax, for the three months ended March 31, 2016:



(In thousands)	Foreign Currency Translation Adjustments			Hedging Activities			Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2015	$	(11,733	)	$	34,633		$	22,900
Net unrealized losses arising during the period	6,573			(32,965		)	(26,392		)
Reclassification of net realized losses into earnings:
Interest expense, net	—			369			369
Other comprehensive (loss) income	6,573			(32,596		)	(26,023		)
Accumulated other comprehensive loss	(5,160		)	2,037			(3,123		)
Other comprehensive (loss) income attributable to non-controlling interests	2,524			(11,833		)	(9,309		)
Balance as of March 31, 2016	$	(7,684	)	$	13,870		$	6,186

The following tables present each component of other comprehensive loss and the related tax effects for the three months ended March 31, 2016 and 2015:



	Three Months Ended March 31,
	2016								2015
(In thousands)	Before Tax			Tax Effect		Net of Tax			Before Tax			Tax Effect		Net of Tax
Foreign currency translation adjustments:
Net unrealized losses arising during the period	$	6,573		$	—	$	6,573		$	(3,275	)	$	—	$	(3,275	)
Hedging activities:
Net unrealized losses arising during the period	(32,965		)	—		(32,965		)	10,252			—		10,252
Reclassification of net realized losses into earnings	369			—		369			2,857			—		2,857
Net change	(32,596		)	—		(32,596		)	13,109			—		13,109
Other comprehensive loss	$	(26,023	)	$	—	(26,023		)	$	9,834		$	—	9,834
Less: Other comprehensive loss attributable to non-controlling interests, net of tax						(9,309		)						(1,694		)
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison						—								12,500
Other comprehensive loss attributable to Class A stockholders						$	(16,714	)						$	(972	)

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

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Nature of Operations and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the Securities and Exchange Commission’s ("SEC") regulations for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles ("U.S. GAAP") for complete financial statements. The financial statements should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to the Company’s annual financial statements for the year ended December 31, 2015. Interim results are not necessarily indicative of results for a full year. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments consisting of normal and recurring accruals necessary to present fairly the Company's unaudited condensed consolidated financial position as of March 31, 2016, the results of operations and comprehensive loss for the three months ended March 31, 2016 and 2015, and cash flows for the three months ended March 31, 2016 and 2015. The Company is required to recast historical financial statements when renewable energy facilities are acquired from SunEdison. The recast reflects the assets and liabilities and the results of operations of the acquired renewable energy facilities for the period the facilities were owned by SunEdison, which is in accordance with applicable rules governing transactions between entities under common control.
Use of Estimates	Use of Estimates In preparing the unaudited condensed consolidated financial statements, the Company used estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements. Such estimates also affect the reported amounts of revenues, expenses and cash flows during the reporting period. To the extent there are material differences between the estimates and actual results, the Company's future results of operations would be affected.
New Accounting Standards	New Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. ASU No. 2014-09 will become effective for the Company on January 1, 2018. Early application is permitted but not before January 1, 2017. ASU No. 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating the effect that ASU No. 2014-09 will have on its consolidated statements of operations and related disclosures. The Company has not yet selected a transition method or determined the effect of ASU No. 2014-09 on its ongoing financial reporting. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) Amendments to the Consolidation Analysis, which affects the following areas of the consolidation analysis: limited partnerships and similar entities, evaluation of fees paid to a decision maker or service provider as a variable interest and in determination of the primary beneficiary, effect of related parties on the primary beneficiary determination and for certain investment funds. ASU No. 2015-02 is effective on a retrospective basis for the Company for the fiscal year ending December 31, 2016 and interim periods therein. The Company adopted ASU No. 2015-02 as of January 1, 2016, which resulted in certain of our consolidated subsidiaries to be considered variable interest entities. No unconsolidated investments were consolidated and no consolidated subsidiaries were deconsolidated as a result of implementing this standard. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability. In August 2015, the FASB issued ASU No. 2015-15 Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, in which an entity may defer and present debt issuing costs associated with line-of-credit arrangements as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU No. 2015-03 and ASU No. 2015-15 are effective on a retrospective basis for annual and interim periods beginning on or after December 15, 2015. The Company adopted ASU No. 2015-03 and ASU No. 2015-15 as of January 1, 2016, resulting in a reclassification of $39.8 million and $43.1 million from deferred financing costs, net to long-term debt and financing lease obligations, including current portion, as of March 31, 2016 and December 31, 2015, respectively. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which primarily changes the lessee's accounting for operating leases by requiring recognition of lease right-of-use assets and lease liabilities. This standard is effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect of ASU No. 2016-02 on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). This update was issued as part of the FASB's simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 31, 2016, which will require the Company to adopt these provisions in the first quarter of fiscal 2018. This guidance will be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update. Early adoption is permitted. The Company has not yet selected a transition date nor has it determined the effect of the standard on its ongoing financial reporting. In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323). The amendments of ASU No. 2016-07 eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting with no retroactive adjustment to the investment. In addition, ASU No. 2016-07 requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The guidance in ASU No. 2016-07 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU No. 2016-07 is required to be applied prospectively and early adoption is permitted. The Company does not expect the standard to have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The amendments of ASU No. 2016-15 were issued to address eight specific cash flow issues for which stakeholders have indicated to the FASB that a diversity in practice existed in how entities were presenting and classifying these items in the statement of cash flows. The issues addressed by ASU No. 2016-15 include but are not limited to the classification of debt prepayment and debt extinguishment costs, payments made for contingent consideration for a business combination, proceeds from the settlement of insurance proceeds, distributions received from equity method investees and separately identifiable cash flows and the application of the predominance principle. The amendments of ASU No. 2016-15 are effective for public entities for fiscal years beginning after December 15, 2017 and interim periods in those fiscal years. Early adoption is permitted, including adoption in an interim fiscal period with all amendments adopted in the same period. The adoption of ASU No. 2016-15 is required to be applied retrospectively. The Company is currently evaluating the impact of the standard on its consolidated statements of cash flows. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. The amendments of ASU No. 2016-16 were issued to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party which has resulted in diversity in practice and increased complexity within financial reporting. The amendments of ASU No. 2016-16 would require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and do not require new disclosure requirements. The amendments of ASU No. 2016-16 are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted and the adoption of ASU No. 2016-16 should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of the standard on its consolidated financial statements.
Earnings (Loss) Per Share	Loss per share (“EPS”) is based upon the weighted average shares outstanding. Unvested RSAs that contain non-forfeitable rights to dividends are treated as participating securities and are included in the EPS computation using the two-class method, to the extent that there are undistributed earnings available as such securities do not participate in losses.
Segment Reporting	SEGMENT REPORTING The Company has two reportable segments: Solar and Wind. These segments include the Company's entire portfolio of renewable energy facility assets and are determined based on the management approach. This approach designates the internal reporting used by management for making decisions and assessing performance as the source of the reportable segments. The Company’s operating segments consist of Distributed Generation, North America Utility, and International Utility that are aggregated into the Solar reportable segment and Northeast Wind, Central Wind, and Hawaii Wind that are aggregated into the Wind reportable segment. The operating segments have been aggregated as they have similar economic characteristics and meet all of the aggregation criteria. Corporate expenses include general and administrative expenses, acquisition costs, interest expense on corporate-level indebtedness, stock-based compensation and depreciation, accretion and amortization expense. All net operating revenues for the three months ended March 31, 2016 and 2015 were earned by the Company's reportable segments from external customers in the United States (including Puerto Rico), Canada, the United Kingdom and Chile

Transactions Between Entities Under Common Control (Tables)

3 Months Ended

Mar. 31, 2016

Recast of Prior Financial Information

The following table presents changes to previously reported amounts of the Company's consolidated balance sheet as of December 31, 2015 included in the Company's Annual Report on Form 10-K:



(In thousands) Balance Sheet Caption	As Reported		Recast Adjustments		As Recasted
Renewable energy facilities, net	$	5,802,380	$	31,854	$	5,834,234
Other assets	119,960		383		120,343
Change in total assets			$	32,237

Current portion of long-term debt and financing lease obligations	$	2,014,331	$	23,588	$	2,037,919
Accounts payable, accrued expenses and other current liabilities	150,721		2,325		153,046
Due to SunEdison, net	20,274		6,324		26,598
Change in total liabilities			$	32,237



(In thousands) Statement of Comprehensive Loss	As Reported			Recast Adjustments		As Recasted
Other comprehensive income (loss), net of tax:
Hedging activities:
Net unrealized (loss) gain arising during the period, net of tax	$	(2,248	)	$	12,500	$	10,252
Change in total comprehensive loss				12,500
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison	$	—		12,500		$	12,500
Change in comprehensive loss attributable to Class A common stockholders				$	—

As a result of the Company's acquisition of renewable energy facilities from SunEdison during the last nine months of 2015, the following table presents changes to the Company's previously reported unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2015 included in the Company's Quarterly Report on Form 10-Q dated May 7, 2015. These adjustments are required to reflect the activity of the renewable energy facilities for the period owned by SunEdison in accordance with rules applicable to transactions between entities under common control.



(In thousands) Statement of Cash Flows Caption	As Reported			Recast Adjustments			As Recasted
Cash flows from investing activities:
Cash paid to third parties for renewable energy facility construction	$	(82,758	)	$	(99,607	)	$	(182,365	)
Acquisitions of renewable energy facilities from third parties, net of cash acquired	(810,720		)	(187,248		)	(997,968		)
Change in restricted cash	494			(2,544		)	(2,050		)
Change in net cash used in investing activities				(289,399		)

Cash flows from financing activities:
Borrowings of non-recourse long-term debt	275,987			60,451			336,438
Principal payments on non-recourse long-term debt	(2,910		)	(12,984		)	(15,894		)
Due to SunEdison, net	(148,998		)	242,514			93,516
Change in net cash provided by financing activities				289,981

Net decrease in cash and cash equivalents	(315,130		)	582			(314,548		)
Effect of exchange rate changes on cash and cash equivalents	(1		)	(582		)	(583		)
Cash and cash equivalents at beginning of period	468,554			—			468,554
Cash and cash equivalents at end of period	$	153,423		$	—		$	153,423

Transactions Under Common Control, Summary of Acquisitions

The following table summarizes the renewable energy facilities acquired by the Company from SunEdison through a series of transactions:



			Three Months Ended March 31, 2016				As of March 31, 2016
Facility Category	Type	Location	Nameplate Capacity (MW)	Number of Sites	Initial Cash Paid¹		Cash Due to SunEdison²		Debt Transferred³
Distributed Generation	Solar	U.S.	1.2	3	$	2,750	$	—	$	—
Utility	Solar	U.S.	18.0	1	6,954		29,277		16,703
Total			19.2	4	$	9,704	$	29,277	$	16,703

————


(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 $1.6 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 third quarter of 2016. This commitment is not recorded on the Company's balance sheet as of March 31, 2016 (see Note 17. Related Parties).


(3)	Represents debt recorded on the Company's balance sheet as of March 31, 2016. This debt was repaid by SunEdison during the third quarter of 2016 using cash proceeds paid by the Company for the acquisition of these facilities.

Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2016

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Assets and Liabilities Held for Sale

The following table summarizes the major classes of assets and liabilities which are classified as held for sale on the Company's unaudited condensed consolidated balance sheet as of March 31, 2016:



(In thousands)	March 31, 2016
Assets held for sale:
Cash and cash equivalents	$	21,697
Restricted cash	22,930
Accounts receivable, net	7,251
Prepaid expenses and other current assets	3,847
Total current assets held for sale	55,725
Renewable energy facilities, net	615,052
Intangible assets, net	1,733
Other assets	419
Total non-current assets held for sale	617,204
Total assets held for sale	$	672,929

Liabilities related to assets held for sale:
Current portion of long-term debt	$	425,301
Accounts payable, accrued expenses and other current liabilities	25,021
Due to SunEdison, net	940
Total current liabilities related to assets held for sale	451,262
Asset retirement obligations	44,563
Total non-current liabilities related to assets held for sale	44,563
Total liabilities related to assets held for sale	$	495,825

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2016

Business Acquisition, Pro Forma Information



	Three Months Ended March 31,
(In thousands)	2015
Total operating revenues, net	$	112,947
Net loss	(61,807		)

Schedule of Allocation of Assets and Liabilities of Purchased Renewable Generation Facilities

The estimated acquisition-date fair values of assets, liabilities and non-controlling interests pertaining to the Invenergy Wind business combination as of March 31, 2016, are as follows:



(In thousands)	Invenergy Wind
Renewable energy facilities	$	1,486,746
Accounts receivable	25,811
Intangible assets	748,300
Restricted cash	31,247
Derivative assets	32,311
Other assets	12,070
Total assets acquired	2,336,485
Accounts payable, accrued expenses and other current liabilities	23,195
Long-term debt, including current portion	531,221
Deferred income taxes	242
Asset retirement obligations	47,346
Other long-term liabilities	6,004
Total liabilities assumed	608,008
Redeemable non-controlling interest	141,415
Non-controlling interest	308,000
Purchase price, net of cash acquired	$	1,279,062

Renewable Energy Facilities (Tables)

3 Months Ended

Mar. 31, 2016

Property, Plant and Equipment [Abstract]

Renewable Energy Facilities

Renewable energy facilities, net consists of the following:



(In thousands)	March 31, 2016			December 31, 2015
Renewable energy facilities in service, at cost	$	5,389,246		$	5,906,154
Less accumulated depreciation - renewable energy facilities	(206,940		)	(187,874		)
Renewable energy facilities in service, net	5,182,306			5,718,280
Construction in progress - renewable energy facilities	26,066			115,954
Total renewable energy facilities, net	$	5,208,372		$	5,834,234

Intangibles (Tables)

3 Months Ended

Mar. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Gross Carrying Amount and Accumulated Amortization of Other Intangible Asses

The following table presents the gross carrying amount and accumulated amortization of intangibles as of March 31, 2016:



(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	$	719,660	$	(23,993	)	$	695,667
In-place value of market rate revenue contracts	20 years	555,717		(29,062		)	526,655
Favorable rate land leases	19 years	15,800		(932		)	14,868
Total intangible assets, net		$	1,291,177	$	(53,987	)	$	1,237,190

Unfavorable rate revenue contracts	8 years	$	35,086	$	(6,420	)	$	28,666
Unfavorable rate land lease	17 years	1,000		(65		)	935
Total intangible liabilities, net		$	36,086	$	(6,485	)	$	29,601

The following table presents the gross carrying amount and accumulated amortization of intangibles as of December 31, 2015:



(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

Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the Company's unaudited condensed consolidated balance sheets are as follows:



(In thousands)	March 31, 2016		December 31, 2015
Current assets	$	191,507	$	180,287
Non-current assets	4,596,080		4,584,886
Total assets	$	4,787,587	$	4,765,173
Current liabilities	$	1,062,052	$	1,043,892
Non-current liabilities	205,551		202,629
Total liabilities	$	1,267,603	$	1,246,521

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

Schedule of Maturities of Long-term Debt

Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Schedule of Debt

Long-term debt consists of the following:



(In thousands, except rates) Description:	March 31, 2016			December 31, 2015			Interest Type	Current Interest Rate (%)	Financing Type
Corporate-level long-term debt¹:
Senior Notes due 2023	$	950,000		$	950,000		Fixed	5.88	Senior notes
Senior Notes due 2025	300,000			300,000			Fixed	6.13	Senior notes
Revolver	655,000			655,000			Variable	4.29	Revolving loan
Non-recourse long-term debt²:
Permanent financing	2,102,104			2,546,864			Blended³	6.04⁴	Term debt / Senior notes
Construction financing	16,703			38,063			Variable	6.00	Construction debt
Financing lease obligations	133,710			136,594			Imputed	5.67⁴	Financing lease obligations
Total principal due for long-term debt and financing lease obligations	4,157,517			4,626,521				5.72
Unamortized discount, net	(10,849		)	(20,821		)
Deferred financing costs, net⁵	(39,815		)	(43,051		)
Less current portion of long-term debt and financing lease obligations	(1,575,383		)	(2,037,919		)
Long-term debt and financing lease obligations, less current portion	$	2,531,470		$	2,524,730

———


(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)	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.


(3)	Includes variable rate debt and fixed rate debt. As of March 31, 2016, 60% of this balance had a variable interest rate and the remaining 40% 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 10. Derivatives).


(4)	Represents the weighted average interest rate as of March 31, 2016.


(5)	Total net long-term debt and financing lease obligations, including current portion, reflects the reclassification of deferred financing costs to reduce long-term debt as further described in Note 1. Nature of Operations and Basis of Presentation.

he aggregate contractual payments of long-term debt due after March 31, 2016, including financing lease obligations and excluding amortization of debt discounts and premiums, as stated in the financing agreements, are as follows:



(In thousands)	Remainder of 2016¹		2017		2018		2019		2020		Thereafter		Total
Maturities of long-term debt as of March 31, 2016²	$	129,028	$	90,251	$	112,092	$	562,692	$	717,817	$	2,545,637	$	4,157,517

———

(1)


(2)	Represents the contractual principal payment due dates for our long-term debt and does not reflect the reclassification of $1.5 billion of long-term debt to current as a result of debt defaults under most of our non-recourse financing arrangements.

Income Taxes (Tables)

3 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

The income tax provision consisted of the following:



	Three Months Ended March 31,
(In thousands, except effective tax rate)	2016		2015
Income (loss) before income tax (benefit) expense	(33,408	)	(83,705	)
Income tax expense (benefit)	97		(45	)
Effective tax rate	(0.3	)%	0.1	%

Derivatives (Tables)

3 Months Ended

Mar. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Values of Derivative Instruments

As of March 31, 2016 and December 31, 2015, fair values of the following derivative instruments were included in the balance sheet captions indicated below:



	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 March 31, 2016
Prepaid expenses and other current assets	$	—	$	11,611	$	—	$	3,556	$	13,815	$	28,982	$	(2,104	)	$	26,878
Other assets	—		45,519		—		2,788		32,067		80,374		(102		)	80,272
Total assets	$	—	$	57,130	$	—	$	6,344	$	45,882	$	109,356	$	(2,206	)	$	107,150
Accounts payable and other current liabilities	$	27,723	$	—	$	1,529	$	5,241	$	—	$	34,493	$	(2,104	)	$	32,389
Liabilities related to assets held for sale	19,609		—		—		—		—		19,609		—			19,609
Other long-term liabilities	—		—		—		102		—		102		(102		)	—
Total liabilities	$	47,332	$	—	$	1,529	$	5,343	$	—	$	54,204	$	(2,206	)	$	51,998

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

Schedule of Notional Amounts for Derivative Instruments

As of March 31, 2016 and December 31, 2015, notional amounts for derivative instruments consisted of the following:



(In thousands)	March 31, 2016	December 31, 2015
Derivatives designated as hedges:
Interest rate swaps (USD)	460,792	468,067
Interest rate swaps (GBP)	222,018	222,018
Commodity contracts (MWhs)	18,401	18,401
Derivatives not designated as hedges:
Interest rate swaps (USD)	15,779	15,794
Foreign currency contracts (GBP)	102,320	112,168
Foreign currency contracts (CAD)	37,339	40,566
Commodity contracts (MWhs)	2,248	1,828

Gains and Losses on Derivatives Not Designated As Hedges

Gains and losses on derivatives not designated as hedges for the three months ended March 31, 2016 and 2015 consisted of the following:



	Location of Loss (Gain) in the Statements of Operations	Three Months Ended March 31,
(In thousands)	Location of Loss (Gain) in the Statements of Operations	2016			2015
Interest rate swaps	Interest expense, net	$	540		$	236
Foreign currency contracts	Loss on foreign currency exchange, net	536			97
Commodity contracts	Operating revenues, net	(8,461		)	4,259

Gains (Losses) Recognized Related to Interest Rate Swaps and Commodity Contracts Designated as Cash Flow Hedges

Gains (losses) recognized related to interest rate swaps and commodity contracts designated as cash flow hedges for the three months ended March 31, 2016 and 2015 and consisted of the following:



	Three Months Ended March 31,
	Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) net of taxes					Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)					Amount of Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(In thousands)	2016			2015			2016			2015		2016		2015
Interest rate swaps	$	(32,193	)	$	2,248	Interest expense, net	$	3,433		$	2,857	$	328	$	—
Commodity contracts	(772		)	—		Operating revenues, net	(3,064		)	—		—		—
Total	$	(32,965	)	$	2,248		$	369		$	2,857	$	328	$	—

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value, Assets and Liabilities Measured on Recurring Basis



(In thousands)	As of March 31, 2016								As of December 31, 2015
Assets	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Interest rate swaps	—		—		—		$	—	$	—	$	487	$	—	$	487
Commodity contracts	—		45,882		57,130		103,012		—		43,341		63,154		106,495
Foreign currency contracts	—		4,138		—		4,138		—		5,190		—		5,190
Total derivative assets	$	—	$	50,020	$	57,130	$	107,150	$	—	$	49,018	$	63,154	$	112,172
Liabilities
Interest rate swaps	$	—	$	48,861	$	—	$	48,861	$	—	$	20,185	$	—	$	20,185
Foreign currency contracts	—		3,137		—		3,137		—		2,326		—		2,326
Total derivative liabilities	$	—	$	51,998	$	—	$	51,998	$	—	$	22,511	$	—	$	22,511

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation

The following table reconciles the changes in the fair value of derivative instruments classified as Level 3 in the fair value hierarchy for the three months ended March 31, 2016:



(In thousands)	Three Months Ended March 31, 2016
Balance as of December 31, 2015	$	63,154
Realized and unrealized gains (losses):
Included in Other Comprehensive Income	(3,836		)
Included in earnings	(2,188		)
Balance as of March 31, 2016	$	57,130

The significant unobservable inputs used in the valuation of the Company's commodity contracts categorized as Level 3 of the fair value hierarchy as of March 31, 2016 are as follows:



(In thousands, except range)	Fair Value as of March 31, 2016
Transaction Type	Assets		Liabilities		Valuation Technique	Unobservable Inputs	Range
Commodity contracts - power	$	57,130	$	—	Discounted cash flow	Forward price (per MWh)	$	13.4		-	$	89.8
					Option model	Volatilities	6.0		%	-	8.1		%

Fair Value Inputs, Liabilities, Quantitative Information

The sensitivity of the Company's fair value measurements to increases (decreases) in the significant unobservable inputs is as follows:



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)

Fair Value Inputs, Assets, Quantitative Information

The sensitivity of the Company's fair value measurements to increases (decreases) in the significant unobservable inputs is as follows:



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)

Carrying Amount and Estimated Fair Value of Terra LLC Long-term Debt

The carrying amount and estimated fair value of the Company's long-term debt as of March 31, 2016 and December 31, 2015 is as follows:



	As of March 31, 2016				As of December 31, 2015
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion	$	4,106,853	$	3,896,291	$	4,562,649	$	4,357,322

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2016

Schedule of Stockholders Equity

As of March 31, 2016, the following shares of the Company were outstanding:



Share Class:	Shares Outstanding	Shareholder(s)
Class A common stock	91,324,447	*
Class B common stock	48,202,310	SunEdison
Total Shares	139,526,757

———

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 30
-Article 5

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2016

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

The following table presents information regarding outstanding RSAs as of March 31, 2016 and changes during the period then ended:



	Number of RSAs Outstanding		Weighted-Average Grant-Date Fair Value Per Share		Aggregate Intrinsic Value (in millions)
Balance as of January 1, 2016	1,859,616		$	2.93
Converted	(619,063	)	2.81
Forfeited	(838,034	)	2.29
Balance as of March 31, 2016	402,519		$	4.45	$	3.5

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

The following table presents information regarding outstanding RSUs as of March 31, 2016 and changes during the period then ended:



	Number of RSUs Outstanding		Aggregate Intrinsic Value (in millions)		Weighted Average Remaining Contractual Life (In Years)
Balance as of January 1, 2016	3,208,394
Granted	163,595
Converted	(146,595	)
Forfeited	(284,071	)
Balance as of March 31, 2016	2,941,323		$	25.4	1.3

Schedule of Share-based Compensation, Stock Options, Activity

The following table presents information regarding outstanding stock options as of March 31, 2016 and changes during the period then ended:



	Number of Stock Options Outstanding		Weighted Average Exercise Price Per Share
Balance as of January 1, 2016	56,250		$	29.31
Canceled	(56,250	)	29.31
Balance as of March 31, 2016	—		$	—

Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2016

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Basic and diluted loss per share for the three months ended March 31, 2016 and 2015 was calculated as follows:



	Three Months Ended March 31,
(In thousands, except per share amounts)	2016			2015
Basic and diluted loss per share¹:
Net loss attributable to Class A common stockholders	$	(481	)	$	(28,116	)
Less: dividends paid on Class A shares and participating RSAs	—			—
Undistributed loss attributable to Class A shares	$	(481	)	$	(28,116	)

Weighted average basic and diluted Class A shares outstanding	87,833			49,694

Distributed earnings per share	$	—		$	—
Undistributed loss per share	(0.01		)	(0.57		)
Basic and diluted loss per share	$	(0.01	)	$	(0.57	)

———

(1)

Non-controlling Interests (Tables)

3 Months Ended

Mar. 31, 2016

Noncontrolling Interest [Abstract]

Schedule of Noncontrolling Interest

The following table presents the non-controlling interest balances by entity, reported in stockholders’ equity in the consolidated balance sheets as of March 31, 2016 and December 31, 2015:



(In thousands)	March 31, 2016		December 31, 2015
Non-controlling interests in Terra LLC:
SunEdison	$	716,628	$	897,409
Total non-controlling interests in Terra LLC¹	716,628		897,409
Total non-controlling interests in renewable energy facilities	831,939		858,117
Total non-controlling interests	$	1,548,567	$	1,755,526

———


(1)	Reflects an equity reallocation of $(179.1) million and $170.3 million as of March 31, 2016 and December 31, 2015, respectively, due to an adjustment of capital balances to reflect respective ownership percentages as of each balance sheet date.

Redeemable Noncontrolling Interest

The following table presents the activity of the redeemable non-controlling interest balance reported on the consolidated balance sheets for the three months ended March 31, 2016:



	Redeemable Non-controlling Interests
(In thousands)	Capital			Accumulated Deficit		Total
Balance as of December 31, 2015	167,199			8,512		$	175,711
Sale of membership interests in projects	—			—		—
Distributions	(512		)	—		(512		)
Net income	—			2,545		2,545
Balance as of March 31, 2016	$	166,687		$	11,057	$	177,744

Related Parties (Tables)

3 Months Ended

Mar. 31, 2016

Schedule of Commitments to Acquire Renewable Energy Facilities

These commitments have all been resolved subsequent to March 31, 2016 as described in the table below:



						Cash Committed
Description	Facility Category	Facility Type	Location	MW		(in thousands)
As of March 31, 2016				176.3		$	231,191
Acquired¹	Distributed Generation	Solar	U.S.	—		(334		)
Acquired²	Utility	Solar	U.S.	—		(29,637		)
Terminated	Utility	Solar	U.S.	(159.8	)	(168,396		)
Terminated	Residential	Solar	U.S.	—		(3,808		)
Expired	Distributed Generation	Solar	U.S.	(16.5	)	(29,016		)
As of October 31, 2016				—		$	—

————

(1)The preliminary purchase prices for these distributed generation facilities were reduced from $3.1 million to $2.8 million.

(2)The preliminary purchase price for this solar facility was reduced from $36.6 million to $36.2 million.

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2016

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table reflects summarized financial information concerning the Company’s reportable segments for the three months ended March 31, 2016 and 2015:



	Three Months Ended March 31, 2016
(In thousands)	Solar		Wind		Corporate			Total
Operating revenues, net	$	71,148	$	82,769	$	—		$	153,917
Depreciation, accretion and amortization expense	31,809		27,127		71			59,007
Other operating costs and expenses	18,569		21,928		21,908			62,405
Interest expense, net	18,430		21,051		29,513			68,994
Other non-operating expenses (income)	1,249		206		(4,536		)	(3,081		)
Income tax expense¹	—		—		97			97
Net income (loss)	$	1,091	$	12,457	$	(47,053	)	$	(33,505	)
Balance Sheet
Total assets²	$	3,900,890	$	3,773,394	$	525,269		$	8,199,553



	Three Months Ended March 31, 2015
(In thousands)	Solar			Wind			Corporate			Total
Operating revenues, net	$	48,370		$	22,145		$	—		$	70,515
Depreciation, accretion and amortization expense	25,755			6,136			—			31,891
Other operating costs and expenses	15,007			13,013			22,567			50,587
Interest expense, net	16,338			757			19,760			36,855
Other non-operating expenses	426			8,435			26,026			34,887
Income tax benefit¹	—			—			(45		)	(45		)
Net loss	$	(9,156	)	$	(6,196	)	$	(68,308	)	$	(83,660	)
Balance Sheet
Total assets²	$	3,923,186		$	3,765,486		$	528,737		$	8,217,409

———


(1)	Income tax benefit is not allocated to the Company's Solar and Wind segments.


(2)	As of March 31, 2016 and December 31, 2015, respectively.

Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2016

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in each component of accumulated other comprehensive (loss) income, net of tax, for the three months ended March 31, 2016:



(In thousands)	Foreign Currency Translation Adjustments			Hedging Activities			Accumulated Other Comprehensive (Loss) Income
Balance as of December 31, 2015	$	(11,733	)	$	34,633		$	22,900
Net unrealized losses arising during the period	6,573			(32,965		)	(26,392		)
Reclassification of net realized losses into earnings:
Interest expense, net	—			369			369
Other comprehensive (loss) income	6,573			(32,596		)	(26,023		)
Accumulated other comprehensive loss	(5,160		)	2,037			(3,123		)
Other comprehensive (loss) income attributable to non-controlling interests	2,524			(11,833		)	(9,309		)
Balance as of March 31, 2016	$	(7,684	)	$	13,870		$	6,186

Comprehensive Income (Loss)

The following tables present each component of other comprehensive loss and the related tax effects for the three months ended March 31, 2016 and 2015:



	Three Months Ended March 31,
	2016								2015
(In thousands)	Before Tax			Tax Effect		Net of Tax			Before Tax			Tax Effect		Net of Tax
Foreign currency translation adjustments:
Net unrealized losses arising during the period	$	6,573		$	—	$	6,573		$	(3,275	)	$	—	$	(3,275	)
Hedging activities:
Net unrealized losses arising during the period	(32,965		)	—		(32,965		)	10,252			—		10,252
Reclassification of net realized losses into earnings	369			—		369			2,857			—		2,857
Net change	(32,596		)	—		(32,596		)	13,109			—		13,109
Other comprehensive loss	$	(26,023	)	$	—	(26,023		)	$	9,834		$	—	9,834
Less: Other comprehensive loss attributable to non-controlling interests, net of tax						(9,309		)						(1,694		)
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison						—								12,500
Other comprehensive loss attributable to Class A stockholders						$	(16,714	)						$	(972	)

Nature of Operations and Basis of Presentation (Details) - USD ($)	Sep. 25, 2016	Mar. 31, 2016	Dec. 31, 2015
ASU 2015-03
Noncontrolling Interest [Line Items]
Reclassification of deferred financing costs, net			$ (43,051,000)
Other Noncurrent Assets \| ASU 2015-03
Noncontrolling Interest [Line Items]
Reclassification of deferred financing costs, net		$ (39,815,000)
Long-term Debt \| ASU 2015-03
Noncontrolling Interest [Line Items]
Reclassification of deferred financing costs, net		$ 39,800,000	$ 43,100,000
SunEdison \| Subsequent Event
Noncontrolling Interest [Line Items]
Unsecured claims estimated to be in excess of	$ 1,000,000,000.0

Transactions Between Entities Under Common Control - Recast of Statements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Statement of Financial Position [Abstract]
Renewable energy facilities, net	$ 5,208,372		$ 5,834,234
Other assets	104,162		120,343
Total assets	8,199,553	$ 8,217,409	8,217,409
Current portion of long-term debt and financing lease obligations	1,575,383		2,037,919
Accounts payable, accrued expenses and other current liabilities, including consolidated VIEs of $61,989 and $46,289 in 2016 and 2015, respectively	165,257		153,046
Due to SunEdison, net			26,598
Total liabilities	5,113,436		5,101,429
Statement of Comprehensive Income [Abstract]
Net unrealized (loss) gain arising during the period, net of tax	(32,965)	10,252
Total comprehensive loss	(59,528)	(73,826)
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison	0	12,500
Comprehensive loss attributable to Class A common stockholders	(17,195)	(29,088)
Statement of Cash Flows [Abstract]
Cash paid to third parties for renewable energy facility construction	(31,711)	(182,365)
Acquisitions of renewable energy facilities from third parties, net of cash acquired	(4,064)	(997,968)
Change in restricted cash	5,638	(2,050)
Net cash used in investing activities	(30,137)	(1,207,462)
Borrowings of non-recourse long-term debt	0	336,438
Principal payments on non-recourse long-term debt	(29,712)	(15,894)
Due to SunEdison, net	(11,614)	93,516
Net cash (used in) provided by financing activities	(6,639)	903,523
Net decrease in cash and cash equivalents	(1,502)	(314,548)
Effect of exchange rate changes on cash and cash equivalents	65	(583)
Cash and cash equivalents at beginning of period	626,595	468,554
Cash and cash equivalents at end of period	$ 603,461	153,423
Previously Reported
Statement of Financial Position [Abstract]
Renewable energy facilities, net			5,802,380
Other assets			119,960
Current portion of long-term debt and financing lease obligations			2,014,331
Accounts payable, accrued expenses and other current liabilities, including consolidated VIEs of $61,989 and $46,289 in 2016 and 2015, respectively			150,721
Due to SunEdison, net			20,274
Statement of Comprehensive Income [Abstract]
Net unrealized (loss) gain arising during the period, net of tax		(2,248)
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison		0
Statement of Cash Flows [Abstract]
Cash paid to third parties for renewable energy facility construction		(82,758)
Acquisitions of renewable energy facilities from third parties, net of cash acquired		(810,720)
Change in restricted cash		494
Borrowings of non-recourse long-term debt		275,987
Principal payments on non-recourse long-term debt		(2,910)
Due to SunEdison, net		(148,998)
Net decrease in cash and cash equivalents		(315,130)
Effect of exchange rate changes on cash and cash equivalents		(1)
Cash and cash equivalents at beginning of period		468,554
Cash and cash equivalents at end of period		153,423
Recast Adjustments
Statement of Financial Position [Abstract]
Renewable energy facilities, net			31,854
Other assets			383
Total assets			32,237
Current portion of long-term debt and financing lease obligations			23,588
Accounts payable, accrued expenses and other current liabilities, including consolidated VIEs of $61,989 and $46,289 in 2016 and 2015, respectively			2,325
Due to SunEdison, net			6,324
Total liabilities			$ 32,237
Statement of Comprehensive Income [Abstract]
Net unrealized (loss) gain arising during the period, net of tax		12,500
Total comprehensive loss		12,500
Less: Pre-acquisition other comprehensive income of renewable energy facilities acquired from SunEdison		12,500
Comprehensive loss attributable to Class A common stockholders		0
Statement of Cash Flows [Abstract]
Cash paid to third parties for renewable energy facility construction		(99,607)
Acquisitions of renewable energy facilities from third parties, net of cash acquired		(187,248)
Change in restricted cash		(2,544)
Net cash used in investing activities		(289,399)
Borrowings of non-recourse long-term debt		60,451
Principal payments on non-recourse long-term debt		(12,984)
Due to SunEdison, net		242,514
Net cash (used in) provided by financing activities		289,981
Net decrease in cash and cash equivalents		582
Effect of exchange rate changes on cash and cash equivalents		(582)
Cash and cash equivalents at beginning of period		0
Cash and cash equivalents at end of period		$ 0

Transactions Between Entities Under Common Control - Summary of Acquisitions (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) power_plant MW
Business Acquisition [Line Items]
Nameplate Capacity (MW) \| MW	19.2
Number of Sites \| power_plant	4
Initial Cash Paid	$ 9,704
Estimated Cash Due to SunEdison	29,277
Debt Transferred	16,703
Tax equity partner payments excluded in cash paid	$ 1,600
U.S. \| Distributed Generation
Business Acquisition [Line Items]
Nameplate Capacity (MW) \| MW	1.2
Number of Sites \| power_plant	3
Initial Cash Paid	$ 2,750
Estimated Cash Due to SunEdison	0
Debt Transferred	$ 0
U.S. \| Utility
Business Acquisition [Line Items]
Nameplate Capacity (MW) \| MW	18.0
Number of Sites \| power_plant	1
Initial Cash Paid	$ 6,954
Estimated Cash Due to SunEdison	29,277
Debt Transferred	$ 16,703

Transactions Between Entities Under Common Control - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($) MW
Acquisition of Call Right Projects [Line Items]
Nameplate capacity (MW) \| MW	19.2
Affiliated Entity
Acquisition of Call Right Projects [Line Items]
Initial Cash Paid	$ 7.7
Affiliated Entity \| Facilities Not Yet Achieved Commercial Operations
Acquisition of Call Right Projects [Line Items]
Initial Cash Paid	$ 2.0

Assets Held for Sale (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Assets held for sale:
Total current assets held for sale	$ 55,725	$ 0
Total non-current assets held for sale	617,204	0
Liabilities related to assets held for sale:
Total current liabilities related to assets held for sale	451,262	0
Total non-current liabilities related to assets held for sale	44,563	$ 0
Power Plants Sold In The United Kingdom \| Disposal Group, Held-for-sale, Not Discontinued Operations
Assets held for sale:
Cash and cash equivalents	21,697
Restricted cash	22,930
Accounts receivable, net	7,251
Prepaid expenses and other current assets	3,847
Total current assets held for sale	55,725
Renewable energy facilities, net	615,052
Intangible assets, net	1,733
Other assets	419
Total non-current assets held for sale	617,204
Total assets held for sale	672,929
Liabilities related to assets held for sale:
Current portion of long-term debt	425,301
Accounts payable, accrued expenses and other current liabilities	25,021
Due to SunEdison, net	940
Total current liabilities related to assets held for sale	451,262
Asset retirement obligations	44,563
Total non-current liabilities related to assets held for sale	44,563
Total liabilities related to assets held for sale	$ 495,825

Acquisitions - Narrative (Details) $ in Thousands				3 Months Ended
Acquisitions - Narrative (Details) $ in Thousands	Dec. 16, 2015 USD ($) MW	Dec. 09, 2015	Jul. 20, 2015 USD ($)	Mar. 31, 2016 USD ($) power_plant MW	Mar. 31, 2015 USD ($)
Business Acquisition [Line Items]
Nameplate capacity (MW) \| MW				19.2
Operating revenues, net				$ 153,917	$ 70,515
Net income				(33,505)	(83,660)
Acquisition costs including amounts for affiliates				$ 2,700	$ 14,200
Total intangible assets, net \| Minimum
Business Acquisition [Line Items]
Amortization period				5 years
Total intangible assets, net \| Maximum
Business Acquisition [Line Items]
Amortization period				23 years
Invenergy Wind
Business Acquisition [Line Items]
Nameplate capacity (MW) \| MW	831.5
Consideration transferred	$ 1,300,000
Long-term debt, including current portion				$ 531,221
Noncontrolling ownership				9.90%
Option to acquire remaining interest, period				180 days
Invenergy Wind \| Acquired Portfolio \| Total intangible assets, net \| Weighted average
Business Acquisition [Line Items]
Amortization period				17 years
Acquired Projects
Business Acquisition [Line Items]
Operating revenues, net				$ 41,400
Net income				$ 16,300
Prairie Breeze
Business Acquisition [Line Items]
Nameplate capacity (MW) \| MW				98.6
Consideration transferred				$ 58,700
Number of power plants \| power_plant				2
Equity acquired				90.10%
Vivint Solar
Business Acquisition [Line Items]
Nameplate capacity (MW) \| MW				479.3
Consideration transferred			$ 1,300,000
Purchase price for acquisition			$ 814,800	$ 814,800
Term of purchase agreement		5 years

Acquisitions - Pro Forma table (Details) $ in Thousands	3 Months Ended
Acquisitions - Pro Forma table (Details) $ in Thousands	Mar. 31, 2015 USD ($)
Business Combinations [Abstract]
Operating revenues	$ 112,947
Net loss	$ (61,807)

Acquisitions - Acquisition Price Allocation table (Details) - Invenergy Wind $ in Thousands	Mar. 31, 2016 USD ($)
Business Acquisition [Line Items]
Renewable energy facilities	$ 1,486,746
Accounts receivable	25,811
Intangible assets	748,300
Restricted cash	31,247
Derivative assets	32,311
Other assets	12,070
Total assets acquired	2,336,485
Accounts payable, accrued expenses and other current liabilities	23,195
Long-term debt, including current portion	531,221
Deferred income taxes	242
Asset retirement obligations	47,346
Other long-term liabilities	6,004
Total liabilities assumed	608,008
Redeemable non-controlling interest	141,415
Non-controlling interest	308,000
Purchase price, net of cash acquired	$ 1,279,062

Renewable Energy Facilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Property, Plant and Equipment, Net, by Type [Abstract]
Total renewable energy facilities, net	$ 5,208,372		$ 5,834,234
Depreciation, accretion and amortization	49,200	$ 25,100
Capitalized interest costs and amortization of deferred financing costs	300	$ 600
Renewable energy facilities in service, at cost
Property, Plant and Equipment, Net, by Type [Abstract]
Renewable energy facilities in service, at cost - gross	5,389,246		5,906,154
Less accumulated depreciation - renewable energy facilities	(206,940)		(187,874)
Total renewable energy facilities, net	5,182,306		5,718,280
Construction in progress - renewable energy facilities
Property, Plant and Equipment, Net, by Type [Abstract]
Renewable energy facilities in service, at cost - gross	26,066		$ 115,954
Construction in progress	$ 26,100

Intangibles (Details) - USD ($)	3 Months Ended		12 Months Ended
Intangibles (Details) - USD ($)	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	$ 36,086,000		$ 36,086,000
Accumulated Amortization	(6,485,000)		(5,002,000)
Net Book Value	29,601,000		31,084,000
Depreciation, accretion and amortization	59,007,000	$ 31,891,000
Total intangible assets, net
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	1,291,177,000		1,281,163,000
Accumulated Amortization	(53,987,000)		(34,999,000)
Net Book Value	1,237,190,000		1,246,164,000
Amortization of intangibles recorded as an adjustment to revenue	(10,503,000)	336,000
Depreciation, accretion and amortization	$ 6,800,000	5,700,000
Total intangible assets, net \| Minimum
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Weighted Average Amortization Period	5 years
Amortization period	1 year
Total intangible assets, net \| Maximum
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Weighted Average Amortization Period	23 years
Amortization period	29 years
Favorable rate revenue contracts
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	$ 719,660,000		714,137,000
Accumulated Amortization	(23,993,000)		(12,024,000)
Net Book Value	$ 695,667,000		$ 702,113,000
Favorable rate revenue contracts \| Weighted average
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Weighted Average Amortization Period	17 years		17 years
In-place value of market rate revenue contracts
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	$ 555,717,000		$ 551,226,000
Accumulated Amortization	(29,062,000)		(22,229,000)
Net Book Value	$ 526,655,000		$ 528,997,000
In-place value of market rate revenue contracts \| Weighted average
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Weighted Average Amortization Period	20 years		20 years
Favorable rate land leases
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	$ 15,800,000		$ 15,800,000
Accumulated Amortization	(932,000)		(746,000)
Net Book Value	14,868,000		$ 15,054,000
Depreciation, accretion and amortization	$ 200,000	$ 0
Favorable rate land leases \| Weighted average
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Weighted Average Amortization Period	19 years		19 years
Unfavorable rate revenue contracts
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	$ 35,086,000		$ 35,086,000
Accumulated Amortization	(6,420,000)		(4,951,000)
Net Book Value	$ 28,666,000		$ 30,135,000
Unfavorable rate revenue contracts \| Weighted average
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Weighted Average Amortization Period	8 years		8 years
Unfavorable rate land lease
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	$ 1,000,000		$ 1,000,000
Accumulated Amortization	(65,000)		(51,000)
Net Book Value	$ 935,000		$ 949,000
Unfavorable rate land lease \| Weighted average
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Weighted Average Amortization Period	17 years		17 years

Variable Interest Entities (Details) - Consolidated variable interest entities where Terra LLC is primary beneficiary - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Variable Interest Entity, Consolidated, Carrying Amount, Assets and Liabilities, Net [Abstract]
Current assets	$ 191,507	$ 180,287
Non-current assets	4,596,080	4,584,886
Total assets	4,787,587	4,765,173
Current liabilities	1,062,052	1,043,892
Non-current liabilities	205,551	202,629
Total liabilities	$ 1,267,603	$ 1,246,521

Long-term Debt - Debt Schedule table (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Total principal due for long-term debt and financing lease obligations	$ 4,157,517	$ 4,626,521
Unamortized discount, net	(10,849)	(20,821)
Less current portion of long-term debt and financing lease obligations	(1,575,383)	(2,037,919)
Long-term debt and financing lease obligations, less current portion	$ 2,531,470	2,524,730
Effective interest	5.72%
Permanent Financing
Debt Instrument [Line Items]
Total principal due for long-term debt and financing lease obligations	$ 2,102,104	2,546,864
Effective interest	6.04%
Debt at fixed rate	40.00%
Debt at variable rate	60.00%
Permanent Financing \| Senior Notes due 2023
Debt Instrument [Line Items]
Total principal due for long-term debt and financing lease obligations	$ 950,000	950,000
Effective interest	5.88%
Permanent Financing \| Senior Notes due 2025
Debt Instrument [Line Items]
Total principal due for long-term debt and financing lease obligations	$ 300,000	300,000
Effective interest	6.13%
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Total principal due for long-term debt and financing lease obligations	$ 655,000	655,000
Effective interest	4.29%
Construction financing
Debt Instrument [Line Items]
Total principal due for long-term debt and financing lease obligations	$ 16,703	38,063
Effective interest	6.00%
Financing lease obligations
Debt Instrument [Line Items]
Total principal due for long-term debt and financing lease obligations	$ 133,710	$ 136,594
Effective interest	5.67%

Long-term Debt - Narrative (Details) $ in Millions					3 Months Ended
Long-term Debt - Narrative (Details) $ in Millions	Nov. 02, 2016 CAD ($) MW	Aug. 30, 2016 USD ($)	Aug. 29, 2016	May 27, 2016	Dec. 06, 2016	Mar. 31, 2016 USD ($) d MW	Nov. 25, 2016 USD ($)	Sep. 27, 2016 USD ($)	Dec. 31, 2015 USD ($)	Jul. 17, 2015	Jan. 28, 2015
Debt Instrument [Line Items]
Debt default - reclassified						$ 2,000,000,000			$ 1,900,000,000
Restricted cash reclassified from long term to current						82,800,000			61,100,000
Restricted cash reclassified to held for sale						$ 11,400,000
Nameplate capacity (MW) \| MW						19.2
Subsequent Event
Debt Instrument [Line Items]
Consent fee per $1,000 principal amount of note		$ 5.00
Vivint Solar
Debt Instrument [Line Items]
Aggregate principal amount									$ 525,900,000
Nameplate capacity (MW) \| MW						479.3
Letter of Credit \| Subsequent Event
Debt Instrument [Line Items]
Aggregate principal amount	$ 6.9
Permanent Financing \| Subsequent Event
Debt Instrument [Line Items]
Expected repayments of existing debt							$ 30,000,000	$ 70,000,000
Aggregate principal amount	$ 120.0
Nameplate capacity (MW) \| MW	40
Term of debt instrument	7 years
Amortization period for debt instrument	17 years
Ability to increase commitments	$ 123.0
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Audited financial statement, period to provide financial statements						90 days
Audited financial statement, cure period (in business days) \| d						10
Line of Credit \| Revolving Credit Facility \| Subsequent Event
Debt Instrument [Line Items]
Increase in interest rate margin due to debt amendment				50.00%
Increase in interest rate due to debt amendment				0.25%
Line of Credit \| Revolving Credit Facility \| Scenario, Forecast \| Subsequent Event
Debt Instrument [Line Items]
Increase in interest rate due to debt amendment					1.75%
Senior Notes Due 2023 and 2025 \| Permanent Financing
Debt Instrument [Line Items]
Audited financial statement, period for filing with SEC						60 days
Audited financial statement requirement, grace period upon written notice						90 days
Senior Notes Due 2023 and 2025 \| Permanent Financing \| Subsequent Event
Debt Instrument [Line Items]
Audited financial statement requirement, grace period upon written notice				75 days
Special interest rate			3.00%
Repurchase offer price			101.00%
Senior Notes Due 2023 and 2025 \| Permanent Financing \| Minimum \| Subsequent Event
Debt Instrument [Line Items]
Ownership threshold to make offer to senior notes to repurchase debt			33.30%
Senior Notes Due 2023 and 2025 \| Permanent Financing \| Maximum \| Subsequent Event
Debt Instrument [Line Items]
Ownership threshold to make offer to senior notes to repurchase debt			50.00%
Senior Notes due 2023 \| Permanent Financing
Debt Instrument [Line Items]
Stated interest rate											5.875%
Senior Notes due 2023 \| Permanent Financing \| Subsequent Event
Debt Instrument [Line Items]
Stated interest rate			6.375%
Stated interest rate after ownership threshold triggered without offer			7.375%
Senior Notes due 2025 \| Permanent Financing
Debt Instrument [Line Items]
Stated interest rate										6.125%
Senior Notes due 2025 \| Permanent Financing \| Subsequent Event
Debt Instrument [Line Items]
Stated interest rate			6.625%
Stated interest rate after ownership threshold triggered without offer			7.625%

Long-term Debt - Debt Maturities table (Details) - USD ($) $ in Thousands	Nov. 25, 2016	Sep. 27, 2016	Mar. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Remainder of 2016			$ 129,028
2017			90,251
2018			112,092
2019			562,692
2020			717,817
Thereafter			2,545,637
Total			4,157,517
Debt default - reclassified			2,000,000	$ 1,900,000
Secured Debt \| United States (US) Call Right Projects
Debt Instrument [Line Items]
Total			16,700
Long-term Debt
Debt Instrument [Line Items]
Debt default - reclassified			$ 1,500,000
Secured Debt \| Subsequent Event
Debt Instrument [Line Items]
Expected repayments of existing debt	$ 30,000	$ 70,000

Income Taxes - Components of income tax provision (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Income (loss) before income tax (benefit) expense	$ (33,408)	$ (83,705)
Income tax expense (benefit)	$ 97	$ (45)
Effective tax rate	(0.30%)	0.10%

Income Taxes - Narrative (Details)	3 Months Ended
Income Taxes - Narrative (Details)	Mar. 31, 2016
Income Taxes [Line Items]
Ownership percentage of Terra LLC	65.50%
Statutory tax rate percentage	35.00%
SunEdison
Income Taxes [Line Items]
Ownership percentage by other entities	34.50%

Derivatives - Schedule of Fair Values of Derivative Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	$ 109,356	$ 113,693
Gross Assets Offset in Consolidated Balance Sheets	(2,206)	(1,521)
Net Assets in Consolidated Balance Sheets	107,150	112,172
Gross Amounts of Liabilities Recognized	54,204	24,032
Gross Liabilities Offset in Consolidated Balance Sheets	(2,206)	(1,521)
Net Liabilities in Consolidated Balance Sheets	51,998	22,511
Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	28,982	27,872
Gross Assets Offset in Consolidated Balance Sheets	(2,104)	(1,451)
Net Assets in Consolidated Balance Sheets	26,878	26,421
Other assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	80,374	85,821
Gross Assets Offset in Consolidated Balance Sheets	(102)	(70)
Net Assets in Consolidated Balance Sheets	80,272	85,751
Accounts payable and other current liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	34,493	23,962
Gross Liabilities Offset in Consolidated Balance Sheets	(2,104)	(1,451)
Net Liabilities in Consolidated Balance Sheets	32,389	22,511
Liabilities related to assets held for sale
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	19,609
Gross Liabilities Offset in Consolidated Balance Sheets	0
Net Liabilities in Consolidated Balance Sheets	19,609
Other long-term liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	102	70
Gross Liabilities Offset in Consolidated Balance Sheets	(102)	(70)
Net Liabilities in Consolidated Balance Sheets	0	0
Interest Rate Swaps \| Hedging Contracts
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	0	487
Gross Amounts of Liabilities Recognized	47,332	19,081
Interest Rate Swaps \| Hedging Contracts \| Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	0	0
Interest Rate Swaps \| Hedging Contracts \| Other assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	0	487
Interest Rate Swaps \| Hedging Contracts \| Accounts payable and other current liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	27,723	19,081
Interest Rate Swaps \| Hedging Contracts \| Liabilities related to assets held for sale
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	19,609
Interest Rate Swaps \| Hedging Contracts \| Other long-term liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	0	0
Interest Rate Swaps \| Derivatives Not Designated as Hedges
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	0	0
Gross Amounts of Liabilities Recognized	1,529	1,104
Interest Rate Swaps \| Derivatives Not Designated as Hedges \| Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	0	0
Interest Rate Swaps \| Derivatives Not Designated as Hedges \| Other assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	0	0
Interest Rate Swaps \| Derivatives Not Designated as Hedges \| Accounts payable and other current liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	1,529	1,104
Interest Rate Swaps \| Derivatives Not Designated as Hedges \| Liabilities related to assets held for sale
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	0
Interest Rate Swaps \| Derivatives Not Designated as Hedges \| Other long-term liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	0	0
Foreign Currency Contracts \| Derivatives Not Designated as Hedges
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	6,344	6,711
Gross Amounts of Liabilities Recognized	5,343	3,847
Foreign Currency Contracts \| Derivatives Not Designated as Hedges \| Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	3,556	3,875
Foreign Currency Contracts \| Derivatives Not Designated as Hedges \| Other assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	2,788	2,836
Foreign Currency Contracts \| Derivatives Not Designated as Hedges \| Accounts payable and other current liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	5,241	3,777
Foreign Currency Contracts \| Derivatives Not Designated as Hedges \| Liabilities related to assets held for sale
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	0
Foreign Currency Contracts \| Derivatives Not Designated as Hedges \| Other long-term liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	102	70
Commodity Contracts \| Hedging Contracts
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	57,130	63,154
Gross Amounts of Liabilities Recognized	0	0
Commodity Contracts \| Hedging Contracts \| Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	11,611	11,455
Commodity Contracts \| Hedging Contracts \| Other assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	45,519	51,699
Commodity Contracts \| Hedging Contracts \| Accounts payable and other current liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	0	0
Commodity Contracts \| Hedging Contracts \| Liabilities related to assets held for sale
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	0
Commodity Contracts \| Hedging Contracts \| Other long-term liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	0	0
Commodity Contracts \| Derivatives Not Designated as Hedges
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	45,882	43,341
Gross Amounts of Liabilities Recognized	0	0
Commodity Contracts \| Derivatives Not Designated as Hedges \| Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	13,815	12,542
Commodity Contracts \| Derivatives Not Designated as Hedges \| Other assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Assets Recognized	32,067	30,799
Commodity Contracts \| Derivatives Not Designated as Hedges \| Accounts payable and other current liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	0	0
Commodity Contracts \| Derivatives Not Designated as Hedges \| Liabilities related to assets held for sale
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	0
Commodity Contracts \| Derivatives Not Designated as Hedges \| Other long-term liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Liabilities Recognized	$ 0	$ 0

Derivatives - Schedule of Notional Amounts for Derivative Instruments (Details) £ in Thousands, MWh in Thousands, $ in Thousands, $ in Thousands	Mar. 31, 2016 CAD ($) MWh	Mar. 31, 2016 USD ($) MWh	Mar. 31, 2016 GBP (£) MWh	Dec. 31, 2015 CAD ($) MWh	Dec. 31, 2015 USD ($) MWh	Dec. 31, 2015 GBP (£) MWh
Interest rate swaps \| Derivatives designated as hedges
Derivative [Line Items]
Notional amount (in USD and GBP)		$ 460,792	£ 222,018		$ 468,067	£ 222,018
Interest rate swaps \| Derivatives not designated as hedges
Derivative [Line Items]
Notional amount (in USD and GBP) \| $		$ 15,779			$ 15,794
Foreign currency contracts \| Derivatives not designated as hedges
Derivative [Line Items]
Notional amount (in USD and GBP)	$ 37,339		£ 102,320	$ 40,566		£ 112,168
Commodity contracts \| Derivatives designated as hedges
Derivative [Line Items]
Nonmonetary notional amount (in MWhs)	18,401	18,401	18,401	18,401	18,401	18,401
Commodity contracts \| Derivatives not designated as hedges
Derivative [Line Items]
Nonmonetary notional amount (in MWhs)	2,248	2,248	2,248	1,828	1,828	1,828

Derivatives - Gains and Losses on Derivatives Not Designated As Hedges (Details) - Derivatives not designated as hedges - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Interest expense, net \| Interest rate swaps
Derivative [Line Items]
Loss (gain) on derivatives	$ 540	$ 236
Loss on foreign currency exchange, net \| Foreign currency contracts
Derivative [Line Items]
Loss (gain) on derivatives	536	97
Operating revenues, net \| Commodity contracts
Derivative [Line Items]
Loss (gain) on derivatives	$ (8,461)	$ 4,259

Derivatives - Gains (Losses) Recognized Related to Interest Rate Swaps and Commodity Contracts Designated as Cash Flow Hedges (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Derivative [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) net of taxes	$ (32,965)	$ 2,248
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)	369	2,857
Amount of Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)	328	0
Interest expense, net \| Interest rate swaps
Derivative [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) net of taxes	(32,193)	2,248
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)	3,433	2,857
Amount of Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)	328	0
Operating revenues, net \| Commodity contracts
Derivative [Line Items]
Gain (Loss) Recognized in Other Comprehensive Income (Effective Portion) net of taxes	(772)	0
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)	(3,064)	0
Amount of Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)	$ 0	$ 0

Derivatives - Narrative (Details) - USD ($)	3 Months Ended
Derivatives - Narrative (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Derivative Instruments, Gain (Loss) [Line Items]
Collateral already posted	$ 0	$ 0
Commodity Contract
Derivative Instruments, Gain (Loss) [Line Items]
Maximum tenor of outstanding interest rate swaps	14 years
Gain expected to be reclassified	$ 7,300,000
Tax portion - cash flow hedge	4,300,000
Letter of Credit \| Commodity contracts
Derivative Instruments, Gain (Loss) [Line Items]
Collateral already posted	18,000,000	18,000,000
Secured Debt \| Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Loss expected to be reclassified into earnings - interest hedge	$ 37,500,000
Maximum tenor of outstanding interest rate swaps	18 years
Derivatives designated as hedges \| Secured Debt \| Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Related liabilities reclassified to current	$ 36,400,000	7,600,000
Reclassified to held for sale	19,600,000
Derivatives not designated as hedges \| Secured Debt \| Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Related liabilities reclassified to current	$ 1,100,000	$ 700,000

Fair Value of Financial Instruments - Debt and Levels 1-3 tables (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Assets and Liabilities
Assets	$ 109,356	$ 113,693
Liabilities	54,204	24,032
Long-term debt, including current portion
Carrying Amount	4,106,853	4,562,649
Fair Value	$ 3,896,291	4,357,322
Senior Notes due 2023
Long-term debt, including current portion
Fair value as a percentage of face	83.00%
Senior Notes due 2025
Long-term debt, including current portion
Fair value as a percentage of face	80.13%
Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	$ 107,150	112,172
Liabilities	51,998	22,511
Interest rate swaps \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	0	487
Liabilities	48,861	20,185
Commodity contracts \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	103,012	106,495
Foreign Currency Contracts \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	4,138	5,190
Liabilities	3,137	2,326
Level 1 \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	0	0
Liabilities	0	0
Level 1 \| Interest rate swaps \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	0	0
Liabilities	0	0
Level 1 \| Commodity contracts \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	0	0
Level 1 \| Foreign Currency Contracts \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	0	0
Liabilities	0	0
Level 2 \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	50,020	49,018
Liabilities	51,998	22,511
Level 2 \| Interest rate swaps \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	0	487
Liabilities	48,861	20,185
Level 2 \| Commodity contracts \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	45,882	43,341
Level 2 \| Foreign Currency Contracts \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	4,138	5,190
Liabilities	3,137	2,326
Level 3 \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	57,130	63,154
Liabilities	0	0
Level 3 \| Interest rate swaps \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	0	0
Liabilities	0	0
Level 3 \| Commodity contracts \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	57,130	63,154
Level 3 \| Foreign Currency Contracts \| Fair Value, Measurements, Recurring
Assets and Liabilities
Assets	0	0
Liabilities	$ 0	$ 0

Fair Value of Financial Instruments - Unobservable input reconciliation (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) $ / MWh
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance as of December 31, 2015	$ 63,154
Included in Other Comprehensive Income	(3,836)
Included in earnings	(2,188)
Balance as of March 31, 2016	57,130
Level 3 \| Commodity Contract
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Assets	57,130
Liabilities	$ 0
Income Approach Valuation Technique \| Minimum \| Level 3 \| Commodity Contract
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Forward price ($ per MWh) \| $ / MWh	13.4
Income Approach Valuation Technique \| Maximum \| Level 3 \| Commodity Contract
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Forward price ($ per MWh) \| $ / MWh	89.8
Option Model \| Minimum \| Level 3 \| Commodity Contract
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Volatilities	6.00%
Option Model \| Maximum \| Level 3 \| Commodity Contract
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Volatilities	8.10%

Stockholders' Equity - Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Class of Stock [Line Items]
Common stock outstanding (shares)	139,526,757
Treasury stock (in shares)	140,039		121,732
Restricted Stock Award
Class of Stock [Line Items]
Shares excluded from calculation (shares)	546,633	2,445,464
Class A Common Stock
Class of Stock [Line Items]
Common stock outstanding (shares)	91,324,447		79,612,533
Class B common stock
Class of Stock [Line Items]
Common stock outstanding (shares)	48,202,310		60,364,154
Multiple Shareholders \| Class A Common Stock
Class of Stock [Line Items]
Common stock outstanding (shares)	91,324,447
SunEdison \| Class B common stock
Class of Stock [Line Items]
Common stock outstanding (shares)	48,202,310

Stockholders' Equity - Narrative (Details)	Jan. 22, 2016 shares
Class B common stock
Class of Stock [Line Items]
Converted (shares)	12,161,844
Class B common stock \| SunEdison
Class of Stock [Line Items]
Investment owned (shares)	48,202,310
Class B common stock \| Terra LLC
Class of Stock [Line Items]
Converted (shares)	12,161,844
Investment owned (shares)	48,202,310
Class A Common Stock \| SunEdison
Class of Stock [Line Items]
Number of shares issued	12,161,844
Class A Common Stock \| Terra LLC
Class of Stock [Line Items]
Number of shares issued	12,161,844

Stock-based Compensation - Narrative (Details)					3 Months Ended
Stock-based Compensation - Narrative (Details)	Apr. 08, 2016 shares	Dec. 23, 2015 USD ($) shares	Jul. 28, 2015 shares	Mar. 10, 2015 USD ($) performance_tier shares	Mar. 31, 2016 USD ($) $ / shares shares	Mar. 31, 2015 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost not yet recognized					$ 0
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance \| shares					2,704,812
Employee Stock Option and Restricted Stock \| General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					$ 400,000	$ 5,100,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost					$ 29,500,000
Period for recognition					2 years 130 days
Weighted average grant date fair value per share for shares granted \| $ / shares					$ 9.96	$ 34.01
Restricted stock granted (in shares) \| shares		1,264,880		841,900	163,595
Vesting rights				25.00%
Aggregate fair value		$ 15,700,000		$ 5,800,000
Percentage of award				20.00%
Vesting period				4 years
Vested in period (shares) \| shares					146,595
Restricted Stock Units (RSUs) \| First Wind
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock granted (in shares) \| shares			199,239
Restricted Stock Units (RSUs) \| Time-Based Shares, First Tier
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights		25.00%
Restricted Stock Units (RSUs) \| Time-Based Shares, Second Tier
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights		25.00%
Restricted Stock Units (RSUs) \| Time-Based Shares, Third Tier
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights		50.00%
Restricted Stock Units (RSUs) \| Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights				33.00%
Percentage of award				80.00%
Number of tiers \| performance_tier				3
Performance measurement period				12 months
Restricted Stock Units (RSUs) \| Performance Shares - First Tier
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights				50.00%
Restricted Stock Units (RSUs) \| Performance Shares - Second Tier
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights				75.00%
Restricted Stock Units (RSUs) \| Performance Shares - Third Tier
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights				100.00%
Restricted Stock Units (RSUs) \| Share-based Compensation Award, Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights				50.00%
Restricted Stock Units (RSUs) \| Share-based Compensation Award, Tranche Five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights				30.00%
Restricted Stock Units (RSUs) \| Share-based Compensation Award, Tranche Six
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights				20.00%
Restricted Stock Units (RSUs) \| SunEdison
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					$ 100,000	$ 200,000
Restricted Stock Units (RSUs) \| SunEdison
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					500,000
Restricted Stock Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost					$ 100,000
Period for recognition					256 days
Vested in period (shares) \| shares					619,063
Subsequent Event \| Restricted Stock Units (RSUs) \| First Wind
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested in period (shares) \| shares	48,255

Stock-based Compensation - Activity Tables (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	Dec. 23, 2015	Mar. 10, 2015	Mar. 31, 2016
Restricted Stock Award
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning (shares)			1,859,616
Beginning ($/share)			$ 2.93
Converted (shares)			(619,063)
Converted ($/share)			$ 2.81
Forfeited (shares)			(838,034)
Forfeited ($/share)			$ 2.29
Ending (shares)			402,519
Ending ($/share)			$ 4.45
Aggregate Intrinsic Value (in millions)			$ 3.5
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning (shares)			3,208,394
Granted (shares)	1,264,880	841,900	163,595
Converted (shares)			(146,595)
Forfeited (shares)			(284,071)
Ending (shares)			2,941,323
Aggregate Intrinsic Value (in millions)			$ 25.4
Weighted Average Remaining Contractual Life (In Years)			1 year 123 days
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Beginning (shares)			56,250
Beginning ($/share)			$ 29.31
Forfeited (shares)			(56,250)
Forfeited ($/share)			$ 29.31
Ending (shares)			0
Ending ($/share)			$ 0.00

Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss attributable to Class A common stockholders	$ (481)	$ (28,116)
Less: dividends paid on Class A shares and participating RSAs	0	0
Undistributed loss attributable to Class A shares	$ (481)	$ (28,116)
Weighted-average basic and diluted Class A shares outstanding (in shares)	87,833,000	49,694,000
Distributed earnings per share ($ per share)	$ 0.00	$ 0.00
Undistributed loss per share ($ per share)	(0.01)	(0.57)
Basic and diluted earnings (loss) per share ($ per share)	$ (0.01)	$ (0.57)
Class B common stock
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract]
Shares excluded from calculation (shares)	48,202,310	62,726,654
Class B1 common stock
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract]
Shares excluded from calculation (shares)		5,840,000
Restricted Stock Award
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract]
Shares excluded from calculation (shares)	546,633	2,445,464
Restricted Stock Units (RSUs)
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract]
Shares excluded from calculation (shares)	2,941,323	1,930,143
Equity Option
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract]
Shares excluded from calculation (shares)		150,000

Non-controlling Interests (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Noncontrolling Interest [Line Items]
Non-controlling interests	$ 1,548,567		$ 1,755,526
Equity reallocation	$ 0
Ownership percentage of Terra LLC	65.50%
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance	$ 175,711
Sale of membership interests in projects	0
Distributions	(512)
Net income (loss) attributable to redeemable non-controlling interests	2,545	$ (169)
Ending balance	177,744		175,711
Noncontrolling Interest
Noncontrolling Interest [Line Items]
Equity reallocation	(179,144)		170,300
Capital
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance	167,199
Sale of membership interests in projects	0
Distributions	(512)
Net income (loss) attributable to redeemable non-controlling interests	0
Ending balance	166,687		167,199
Accumulated Deficit
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance	8,512
Sale of membership interests in projects	0
Distributions	0
Net income (loss) attributable to redeemable non-controlling interests	2,545
Ending balance	$ 11,057		8,512
SunEdison
Noncontrolling Interest [Line Items]
Ownership percentage by other entities	34.50%
SunEdison \| Terra LLC \| Investor
Noncontrolling Interest [Line Items]
Non-controlling interests	$ 716,628		897,409
Terra LLC \| Terra LLC
Noncontrolling Interest [Line Items]
Non-controlling interests	716,628		897,409
Miscellaneous Projects \| Miscellaneous Projects
Noncontrolling Interest [Line Items]
Non-controlling interests	$ 831,939		$ 858,117

Commitments and Contingencies (Details) $ in Millions							3 Months Ended
Commitments and Contingencies (Details) $ in Millions	Nov. 21, 2016 USD ($)	May 27, 2016 USD ($)	Apr. 20, 2016 USD ($)	Apr. 04, 2016 employee	Jan. 12, 2016 employee	Dec. 28, 2015	Mar. 31, 2016 USD ($) power_plant MW	Feb. 23, 2016 MW
Loss Contingencies [Line Items]
Outstanding letters of credit							$ 90.3
Number of power plants \| power_plant							4
Nameplate capacity (MW) \| MW							19.2
United Kingdom \| Norrington
Loss Contingencies [Line Items]
Nameplate capacity (MW) \| MW								11.1
Appaloosa Stockholder Derivative
Loss Contingencies [Line Items]
Contract term						5 years
Number of defendants \| employee					3
Affiliated Entity
Loss Contingencies [Line Items]
Open commitments to acquire renewable energy facilities							$ 7.7
SunEdison \| Affiliated Entity \| Commitments To Acquire Renewable Energy Facilities
Loss Contingencies [Line Items]
Open commitments to acquire renewable energy facilities							$ 229.7
Nameplate capacity (MW) \| MW							176.3
SunEdison \| Affiliated Entity \| Commitments To Acquire Wind Power Plants
Loss Contingencies [Line Items]
Open commitments to acquire renewable energy facilities							$ 58.7
Number of power plants \| power_plant							2
Nameplate capacity (MW) \| MW							98.6
Revolving Credit Facility \| Line of Credit
Loss Contingencies [Line Items]
Outstanding letters of credit							$ 67.0
Subsequent Event \| Maryland Securities Class Action
Loss Contingencies [Line Items]
Number of defendants \| employee				2
Subsequent Event \| LAP
Loss Contingencies [Line Items]
One-time payment in exchange for termination of arbitration			$ 10.0
Subsequent Event \| Subsidiaries
Loss Contingencies [Line Items]
Amount of damages awarded	$ 13.6
Subsequent Event \| SunEdison \| FW Purchase Agreement
Loss Contingencies [Line Items]
Alleged earn-out payments		$ 231.0

Related Parties (Details)				3 Months Ended		6 Months Ended	7 Months Ended	12 Months Ended
Related Parties (Details)	Jul. 20, 2015 USD ($)	Jan. 28, 2015 USD ($)	Jul. 24, 2014 USD ($)	Mar. 31, 2016 USD ($) $ / shares MW	Mar. 31, 2015 USD ($)	Jun. 30, 2016 MW	Oct. 31, 2016 MW	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($) MW	May 19, 2015 USD ($) MW
Related Party Transaction [Line Items]
Cost of operations - affiliate				$ 6,846,000	$ 3,643,000
Due to SunEdison				$ 28,695,000						$ 26,598,000
Nameplate capacity (MW) \| MW				19.2
Cash due				$ 29,277,000
Dividends				0	15,125,000
Payment Guarantee
Related Party Transaction [Line Items]
Guaranty											$ 195,000,000
Hydro-electric \| Payment Guarantee
Related Party Transaction [Line Items]
Nameplate capacity (MW) \| MW											19.0
Wind Power Systems \| Payment Guarantee
Related Party Transaction [Line Items]
Nameplate capacity (MW) \| MW											185.0
Amended Interest Payment Agreement
Related Party Transaction [Line Items]
General and administrative - affiliate		$ 16,000,000
Amended Interest Payment Agreement \| Scenario, Forecast
Related Party Transaction [Line Items]
General and administrative - affiliate								$ 8,000,000	$ 8,000,000
Amended Interest Payment Agreement \| Maximum
Related Party Transaction [Line Items]
General and administrative - affiliate				$ 48,000,000.0
Incentive Distribution Rights
Related Party Transaction [Line Items]
Quarterly Distribution Rights, Level One, Percentage				15.00%
Quarterly Distribution Rights, Level Two, Percentage				25.00%
Quarterly Distribution Rights, Level Three				50.00%
Quarterly Distribution Rights, Minimum Quarterly Distribution ($ per share) \| $ / shares				$ 0.2257
Incentive Distribution Rights \| SunEdison
Related Party Transaction [Line Items]
Quarterly Distribution Right Held, Percentage				100.00%						100.00%
SunEdison
Related Party Transaction [Line Items]
Dividends				$ 0						$ 0
SunEdison \| Management Services Agreement
Related Party Transaction [Line Items]
Management fee due to SunEdison in 2015-2017 (in percent of Terra LLC's cash available for distribution)				2.50%
Related Party Transaction, Terms, Base Management Fee Maximum, Year Two				$ 4,000,000
Management fee due to SunEdison in 2016 not to exceed				7,000,000
Management fee due to SunEdison in 2017 not to exceed				9,000,000
Payments for related party transactions				1,800,000
SunEdison \| Corporate Overhead Allocation
Related Party Transaction [Line Items]
General and administrative - affiliate				5,400,000	6,000,000
SunEdison \| Interest Expense Paid by Parent
Related Party Transaction [Line Items]
Interest on loan to be paid by SunEdison not to exceed			$ 48,000,000
Equity contribution					$ 4,000,000
SunEdison \| Amended Interest Payment Agreement
Related Party Transaction [Line Items]
Equity contribution				8,000,000
Cumulative interest				24,000,000
Future payments				24,000,000
Affiliated Entity \| Commitments To Acquire Renewable Energy Facilities \| SunEdison
Related Party Transaction [Line Items]
Commitment				$ 231,200,000
Nameplate capacity (MW) \| MW				176.3
Investments and Receivables - Affiliates \| SunEdison
Related Party Transaction [Line Items]
OTTI				$ 800,000
AP Warehouse \| Affiliated Entity \| Intercompany Agreement \| SunEdison
Related Party Transaction [Line Items]
Nameplate capacity (MW) \| MW										521.2
Potential acquisition interest										10.00%
AP Warehouse \| Affiliated Entity \| Intercompany Agreement \| Maximum \| SunEdison
Related Party Transaction [Line Items]
Potential acquisition interest										20.00%
Vivint Solar
Related Party Transaction [Line Items]
Nameplate capacity (MW) \| MW				479.3
Purchase price for acquisition	$ 814,800,000			$ 814,800,000
Subsequent Event \| Solar Energy Systems \| Affiliated Entity
Related Party Transaction [Line Items]
Related Party Transaction, Acquisition Commitment, Expired, Capacity \| MW						(20.0)	16.5

Related Parties - Commitments to Purchase Facilities (Details) - Affiliated Entity $ in Thousands	3 Months Ended	6 Months Ended	7 Months Ended	10 Months Ended
	Mar. 31, 2016 USD ($) MW	Jun. 30, 2016 MW	Oct. 31, 2016 USD ($) MW	Oct. 31, 2016 USD ($) MW
Related Party Transaction, Commitments [Roll Forward]
Beginning (in MW) \| MW			176.3
Ending (in MW) \| MW	176.3
Open commitments to acquire renewable energy facilities	$ 7,700
SunEdison
Related Party Transaction, Commitments [Roll Forward]
Beginning			$ 231,191
Ending	231,191
SunEdison \| Commitments To Acquire Renewable Energy Facilities
Related Party Transaction, Commitments [Roll Forward]
Open commitments to acquire renewable energy facilities	$ 229,700
Subsequent Event
Related Party Transaction, Commitments [Roll Forward]
Ending (in MW) \| MW			0.0	0.0
Subsequent Event \| Distributed Generation
Related Party Transaction, Commitments [Roll Forward]
Acquired			$ (334)
Subsequent Event \| Renewable energy facilities in service, at cost
Related Party Transaction, Commitments [Roll Forward]
Acquired			$ (29,637)
Terminated (in MW) \| MW			(159.8)
Terminated			$ (168,396)
Expired (in MW) \| MW		20.0	(16.5)
Expired			$ (29,016)
Subsequent Event \| Residential
Related Party Transaction, Commitments [Roll Forward]
Terminated			(3,808)
Subsequent Event \| SunEdison
Related Party Transaction, Commitments [Roll Forward]
Ending			$ 0	$ 0
Subsequent Event \| SunEdison \| Distributed Generation \| Commitments To Acquire Renewable Energy Facilities
Related Party Transaction, Commitments [Roll Forward]
Open commitments to acquire renewable energy facilities				2,800
Subsequent Event \| SunEdison \| Distributed Generation \| Original Commitments To Acquire Renewable Energy Facilities
Related Party Transaction, Commitments [Roll Forward]
Open commitments to acquire renewable energy facilities				3,100
Subsequent Event \| SunEdison \| Renewable energy facilities in service, at cost \| Commitments To Acquire Renewable Energy Facilities
Related Party Transaction, Commitments [Roll Forward]
Open commitments to acquire renewable energy facilities				36,200
Subsequent Event \| SunEdison \| Renewable energy facilities in service, at cost \| Original Commitments To Acquire Renewable Energy Facilities
Related Party Transaction, Commitments [Roll Forward]
Open commitments to acquire renewable energy facilities				$ 36,600

Segment Reporting - Income statement summary table (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) reportable_segment	Mar. 31, 2015 USD ($)	Dec. 31, 2015 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| reportable_segment	2
Segment Reporting Information, Profit (Loss) [Abstract]
Operating revenues, net	$ 153,917	$ 70,515
Depreciation, accretion and amortization	59,007	31,891
Other operating costs and expenses	62,405	50,587
Interest expense, net	68,994	36,855
Other non-operating expenses (income)	(3,081)	34,887
Income tax benefit	97	(45)
Net loss	(33,505)	(83,660)
Balance Sheet
Total assets	8,199,553	8,217,409	$ 8,217,409
Segments \| Solar Energy
Segment Reporting Information, Profit (Loss) [Abstract]
Operating revenues, net	71,148	48,370
Depreciation, accretion and amortization	31,809	25,755
Other operating costs and expenses	18,569	15,007
Interest expense, net	18,430	16,338
Other non-operating expenses (income)	1,249	426
Income tax benefit	0	0
Net loss	1,091	(9,156)
Balance Sheet
Total assets	3,900,890	3,923,186
Segments \| Wind
Segment Reporting Information, Profit (Loss) [Abstract]
Operating revenues, net	82,769	22,145
Depreciation, accretion and amortization	27,127	6,136
Other operating costs and expenses	21,928	13,013
Interest expense, net	21,051	757
Other non-operating expenses (income)	206	8,435
Income tax benefit	0	0
Net loss	12,457	(6,196)
Balance Sheet
Total assets	3,773,394	3,765,486
Corporate
Segment Reporting Information, Profit (Loss) [Abstract]
Operating revenues, net	0	0
Depreciation, accretion and amortization	71	0
Other operating costs and expenses	21,908	22,567
Interest expense, net	29,513	19,760
Other non-operating expenses (income)	(4,536)	26,026
Income tax benefit	97	(45)
Net loss	(47,053)	(68,308)
Balance Sheet
Total assets	$ 525,269	$ 528,737

Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	$ 22,900
Net unrealized gains/losses arising during the period	(26,392)
Interest expense, net	369
Other comprehensive (loss) income, net of tax	(26,023)	$ 9,834
Accumulated other comprehensive income/loss	(3,123)
Less: Other comprehensive income/loss attributable to non-controlling interests, net of tax	(9,309)	$ (1,694)
Ending balance	6,186
Foreign Currency Translation Adjustments
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(11,733)
Net unrealized gains/losses arising during the period	6,573
Interest expense, net	0
Other comprehensive (loss) income, net of tax	6,573
Accumulated other comprehensive income/loss	(5,160)
Less: Other comprehensive income/loss attributable to non-controlling interests, net of tax	2,524
Ending balance	(7,684)
Hedging Activities
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	34,633
Net unrealized gains/losses arising during the period	(32,965)
Interest expense, net	369
Other comprehensive (loss) income, net of tax	(32,596)
Accumulated other comprehensive income/loss	2,037
Less: Other comprehensive income/loss attributable to non-controlling interests, net of tax	(11,833)
Ending balance	$ 13,870

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.