Our focus on solar energy Solutions for an evolving marketplace

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Our focus on solar energy Solutions for an evolving marketplace 1

Client base and market share

Selected client listDeloitte has a preeminent reputation serving solar energy clients, many of which use Deloitte exclusively for their professional services needs.

Deloitte helps solar energy clients address critical challenges and execute initiatives designed to further their strategic objectives and deliver value for their investors.

Deloitte’s Energy & Resources practice*• Serves all of the top 10 Fortune 1000 energy companies

• Serves 93% of the Fortune 1000 energy companies

• Audits six of the top 10 Fortune 1000 power and utilities companiesClient Function-specific subsidiary (FSS)

AES Corporation Financial Advisory Services (FAS), Tax

BrightSource Energy Audit & Enterprise Risk Services (AERS), Tax

Clean Power Finance AERS, Tax

Entropy Solar Integrators Tax

Hannah Solar, LLC FAS

Ingeteam, Inc. AERS

Invenergy LLC AERS, Tax

OCI Solar AERS, FAS, Tax

Recurrent Energy AERS

Saturn Power, Inc. FAS

SolarReserve Tax

Strata Solar Tax

SunPower Corporation Consulting, FAS, Tax

Tigo Energy, Inc. AERS

*Fortune statistics are from the 2013 Fortune report, covering 2012 data.

As used in this document, “Deloitte” means Deloitte LLP and its subsidiaries. Please see www.deloitte.com/us/about for a detailed description of the legal structure of Deloitte LLP and its subsidiaries. Certain services may not be available to attest clients under the rules and regulations of public accounting.

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Deloitte provides services to solar energy companies, from start-upsto established organizations

How Deloitte can help

Asset and investment optimization

• Capital efficiency

• Capital projects consulting

• Intellectual property advisory

• Financial modeling

Capital advisory services • Strategic advice on financing objectives

• Identifying capital structuring alternatives

• Assessing available sources of finance

• Analysis of potential market counterparties

• Financial modeling and credit assessment

• Compilation of information to select lenders

• Assistance with negotiation of lenders proposals

• Coordination with legal advisor

Derivatives and hedging — Accounting Standards Codification (ASC) 815

• Convertible debt — beneficial conversion features

Financial manpower • Availability of qualified resources

• United States Generally Accepted Accounting Principals (U.S. GAAP)/International Financial Reporting Standards (IFRS) experience

• Financial accounting and reporting services

Market value consulting • Strategic alternatives

• Investor relations consulting

• Rating agency presentations

• Capital advisory

• Debt capacity analysis

• Shareholder activism

• Financings

Mergers and Acquisitions (M&A)and Transactions Consulting

• Valuation — Tangible and intangible assets

• Goodwill and asset impairment

• Financial reporting requirements

– Merger integration

– Joint ventures

– Accounting and tax due diligence

– Process due diligence

• Financial modeling assistance

• Fairness opinions

• Buy and sell-side advisory

• Commercial due diligence

• Carve out divestiture advisory

• Board advisory

• Accretion/dilution

Restructuring • Business plan review

• Operational assessments

• Working capital management

• Cash flow forecasting and financial modeling

• Turnaround advisory

• Identification of capital structure alternatives

• Strategy consulting

Revenue recognition • Power purchase agreements

• Licensing with multiple element arrangements

• Warranty and service arrangements

• Right of return, exchange, or upgrade

• Financing arrangements

• Government subsidies

Risk management • Internal audit

• Security and privacy services

• Enterprise risk management

• Risk identification and intelligence

• Capital project risk management

• Construction program risk management

• Capital project governance

Securitization services • Advising on accounting, tax and regulatory treatment

• Collateral review

• Cash flow modeling

• Collateral portfolio analytics

• Offering document review

• Agreed-upon procedures reporting

• Regulation AB

• Technology solutions

• Operational consulting

Shareholders’ equity • Valuations

• Share-based compensation — ASC 718

• Nonemployee share awards

Strategy and operations • Global expansion optimization

• Supply chain and sourcing

• Contract risk and compliance

Tax structuring and planning

• ASC 740 (formerly FAS 109)

• Net operating loss strategies

• Federal and state tax incentives

– Transfer pricing

– International tax

• Partnership and lease structuring

• Cost segregation and Modified Accelerated Cost Recovery System (MACRS) classification services

• Section 1603 U.S. Treasury cash grant analysis

Our focus on solar energy Solutions for an evolving marketplace 3

Solar client engagement examples

U.S. market analysis

Deloitte completed a solar market analysis for 15 states across the United States for a foreign client who was contemplating entering the U.S. residential and commercial solar market. The analysis included a discussion of the current market activity; renewable energy standards and regulations; renewable energy credits; state grants, tax incentives and financing programs; feed-in tariffs and electric rate structures and property tax programs.

Financial advisor to client selling solar assets

Deloitte Corporate Finance LLC (“DCF”) acted as exclusive financial advisor to a solar integrator client, in its recent sale of several solar facilities to a counterparty. DCF guided the client through a competitive investment banking process in order to achieve its objectives, while enabling the client to better identify and secure significant growth.

Accounting consultation on alternative energy contract under U.S. GAAP

The client drafted an alternative energy sales contract and sought to provide buyers with an understanding of the potential associated accounting implications. Deloitte provided guidance around derivatives accounting, balance sheet models for renewable energy credits and the income statement expense recognition associated with multiple element contracts.

Accounting consultation on various tax equity structures under U.S. GAAP and IFRS

The client sought to understand the various accounting implications associated with various potential solar tax equity structures. Deloitte provided guidance around consolidation, i.e., Variable Interest Entities accounting, embedded derivatives accounting, and the Hypothetical Liquidation Book Value Income Recognition Model under both U.S. GAAP and IFRS.

Sell-side M&A advisor to solar developer

Deloitte Corporate Finance LLC acted as the exclusive financial advisor to a solar developer in its sale of certain solar projects aggregating seven megawatts (MW). Deloitte assisted the client with a full range of sell-side advisory services including providing an initial range of value assessment for the projects, development of marketing materials, identification of potential interested parties, coordination of the due diligence process, and assistance in deal negotiations.

We are committed to helping your organization achieve its strategic goals. Each of our functional disciplines offers specialists who provide services in these areas. Our multidisciplinary approach provides a comprehensive view of your business opportunities and challenges.

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Solar installation tax credit model

The client tax model for syndication of solar projects lacked certain important structural aspects. Deloitte provided guidance for inclusion of several nuances of investment tax credit structuring, as well as an accurate incorporation of federal income tax rules for the syndication model.

Valuation services for a solar module manufacturer

Deloitte’s client, one of the fastest growing solar module manufacturers, requested assistance with its requirements pursuant to ASC 805, Business Combinations, by estimating the fair value of its tangible and intangible assets arising from an acquisition.

Solar technology tax services

Deloitte’s client, a solar technology company, was developing a tax equity model to evaluate and structure solar projects. Deloitte evaluated the opportunities and constraints of different ownership and distribution structures and elaborated on specific U.S. tax provisions to help our client understand the economic effect of the rules and maintain tax compliance.

M&A due diligence

Deloitte assisted a private equity buyer with accounting and tax due diligence related to their acquisition of 18 alternative energy projects, including geothermal, wind, and solar.

Technology development

Deloitte developed a scalable and flexible technology platform to sustain future growth for a leading solar energy services provider. The key focus areas included management controls and transparency of data, scalability, operational efficiency, and future initial public offering potential.

Financial advisor to solar client

Deloitte Corporate Finance LLC and Deloitte Korea were the exclusive financial advisors to an international manufacturing company in its acquisition of a full-service provider of solar system integration and associated solar power generation services. Throughout the acquisition process, Deloitte, in cooperation with alternative energy specialists, provided our client assistance with the development of valuation, deal structuring and negotiations, and closing of agreements.

Financial modeling and tax consulting for residential solar

Deloitte assisted an energy services company in estimating the fair market value of its residential solar systems under lease agreements for tax compliance purposes. The valuation consisted of residential solary systems to be placed in service in various states across the U.S. Deloitte developed a financial model incorporating detailed operating and financing assumptions based on specific residential solar metrics, as well as state and federal tax incentives.

Valuation and tax services for a solar developer

Deloitte provided valuation consulting services and expert witness testimony for a solar developer in a dispute regarding the value of an early-stage company focused on developing inverter technology for the solar and wind markets. Deloitte also reviewed assumptions and inputs used in the client’s forecast model, performed market comp analysis, reviewed opposing counsel’s expert valuation analysis, and provided expert witness testimony in deposition.

Our focus on solar energy Solutions for an evolving marketplace 5

Deloitte is a thought leader in energy

Deloitte regularly publishes research and analysis that presents unique points of view and challenges our clients’ thinking.

No Water, No Energy. No Energy, No WaterThis point of view suggests a shift in mindset from competition to collaboration is essential to avoiding collisions and maintaining a free flow of opportunities at the intersection of water and energy.

Getting Smart Grid Customers Plugged In: Motivating Change Through Mobile and Social TechnologyThis paper provides a framework to help utilities assess the maturity of their current customer engagement strategies on Smart Grid and outlines opportunities to integrate new technologies that can bring meaningful customer data to the engagement effort.

Charging Ahead: The Last Mile: Is the U.S. Electric Infrastructure Ready to Support One Million Electric Vehicles?Deloitte conducted a survey to explore whether the U.S. electric utility infrastructure is ready for these vehicles, what utilities are doing to prepare, and what else utilities might do to prepare.

Technical Publications

Annual Energy Accounting, Financial Reporting and Tax Update Summary of selected accounting and financial reporting developments specific to the energy industry, intended for a general audience of financial professionals, including CFOs, controllers, and accounting/ tax professionals.

Regulated Utilities ManualAssists the accountant familiar with accounting for businesses in general in applying that training to the specialized accounting practices of public utilities. Emphasis is on the electric industry, but the principles are also applicable to the gas, water, wastewater, and telecommunications industries.

Power & Utilities Quarterly Accounting UpdateFocuses on accounting, tax and regulatory developments affecting the energy industry. Includes developments from the Financial Accounting Standards Board, Emerging Issues Task Force, Federal Energy Regulatory Commission, and Securities and Exchange Commission, as well as utility tax developments.

Deloitte reSources 2014 StudyDeloitte, with strategy and market research firm Harrison Group, a YouGov Company, completed its fourth annual nationwide reSources Study, which provides insights that can help organizations make energy-related investment and business decisions. The 2014 Study illuminates the mindsets and behaviors of U.S. electricity customers from both the consumer and business perspective.

U.S. Renewable M&A Sees Warming Trend: Deal making heats up amid rapid growth in distributed solar generation and strong wind development pipelineThis report provides an overview of 2013 U.S. renewable M&A activity and drivers, policy and market developments, and an outlook for 2014 and beyond.

Alternative Energy Trends: Identifying opportunities, meeting challenges, delivering solutionsThis latest report provides a view of the top ten alternative energy trends, as well as an overview of how Deloitte can help alternative energy companies meet the current challenges of this evolving industry.

It Still Ain’t Easy Being Green — For a Real Estate Investment Trust (REIT)This paper will use solar renewables as a focal point to explore the use of REITs as a vehicle to finance capital investment into renewables while leveraging their single level of tax status.

Alternative Thinking 2013Deloitte’s Global Energy & Resources group is delighted to introduce Alternative thinking 2013, which puts renewable energy under the spotlight. This report identifies for developers, investors, and policy-makers a few of the important current trends and opportunities in renewable energy, point out where significant barriers to progress lie, and suggest strategies for dealing with them.

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Deloitte delivers renowned industry conferences and actively participates in industry events

Deloitte Alternative Energy SeminarThe Deloitte Alternative Energy seminar examines the future of alternative energy. Discussions at the seminar underscore the growing role that alternative energy will play as America addresses environmental regulations and energy security. www.deloitte.com/us/aeseminar

Deloitte Energy ConferenceDedicated to providing clients and the energy industry with insights on emerging topics, Deloitte brings together energy executives, researchers, entrepreneurs, investors, and regulators from around the globe for anin-depth analysis of key developments and challenges facing today’s global and domestic energy markets.www.deloitte.com/us/energyconference

Deloitte Oil & Gas ConferenceCommitted to providing clients in the oil and gas industry with insights on timely topics, Deloitte offers this annual conference for oil and gas executives and leading industry experts to share their views on important issues facing the global oil and gas industry. www.deloitte.com/us/oilandgasconference

Conferences and SeminarsDeloitte Power & Utilities Accounting, Financial Reporting, and Tax UpdateAt this one-day seminar, Deloitte’s energy specialists focus on industry technical accounting and tax issues to assist participants in preparing for calendar year-end accounting, reporting, and tax requirements. Participants may choose either an Accounting and Financial Reporting Update or a Tax Update.

Deloitte Energy Transacting: A View on Accounting and ValuationAt this one-day seminar, Deloitte’s energy specialists provide participants with an overview of complex accounting and valuation considerations associated with transactions in existing and evolving energy and commodity markets. The course provides an overview of current market dynamics, trends, and risk factors present in today’s energy markets. There will be a focus on accounting for certain hot topics impacting energy market participants in this current economic environment.

Deloitte Utility Industry Book/Tax DifferencesThis one-day course compares and contrasts the federal income tax rules and the rules for financial and regulatory accounting purposes related to revenue and expense recognition, capitalization, and depreciation.

Deloitte Financial Reporting for Taxes — Rate-regulated Utilities This one-day course focuses on the specific issues in accounting for income taxes for rate-regulated utilities. This course focuses on flow-through accounting, how utilities may account for changes in tax rates, accounting for investment tax credits and Treasury grants, and book/tax differences that may result in tax-related regulatory assets or liabilities.

Our focus on solar energy Solutions for an evolving marketplace 7

Dbriefs — live webcastsStaying on top of the latest issues and strategies in the energy industry is a challenge, so we offer Dbriefs, live webcasts from our Energy & Resources practice, offering valuable insight into important developments affecting your business.

How to join Dbriefs1. Visit www.deloitte.com/us/dbriefs2. Click on “Join Dbriefs” in the right-hand column.3. Enter your profile information.4. Using the menus, select the webcast series you wish to view.5. Submit your profile.

Alternative energy industry involvement

Deloitte practitioners understand that leadership demands active participation across the industry’s diverse community, and our commitment is demonstrated by our involvement in and support of a wide range of associations, conferences, and seminars.

Deloitte practitioners are members of and/or participants in the following organizations and associations:

• American Coalition for Ethanol

• American Council on Renewable Energy

• Colorado Cleantech Industry Association

• Maryland Clean Energy Center

• MIT Ignite Clean Energy Center

• New England Clean Energy Council

• Technology Association of Georgia Smart Grid Society

• United States Energy Association

• Women’s Council on Energy and the Environment

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Deloitte’s solar energy specialists

Specialists

Keith AdamsPrincipal Deloitte Transactions and Business Analytics LLP+1 404 631 3455keadams@deloitte.com

Brian BoufarahPartner Deloitte & Touche LLP+1 212 436 6997bboufarah@deloitte.com

Christopher EspositoPartner Deloitte & Touche LLP+1 212 436 4223 cesposito@deloitte.com

Gary HecimovichPartner Deloitte Tax LLP+1 202 879 4936ghecimovich@deloitte.com

Dale JekovPartner Deloitte & Touche LLP+1 312 486 0522djekov@deloitte.com

Tom Keefe Partner Deloitte & Touche LLP+1 312 486 4768tkeefe@deloitte.com

Dan Kinsella Partner Deloitte & Touche LLP+1 402 997 7851dkinsella@deloitte.com

Swami RajagopalanPrincipal Deloitte Consulting LLP+1 214 840 1910srajagopalan@deloitte.com

Will SarniDirector Deloitte Consulting LLP+1 303 294 4217wsarni@deloitte.com

Sudeep SinghPrincipal Deloitte Consulting LLP+1 714 913 1266susingh@deloitte.com

Greg SobreiroDirector Deloitte & Touche LLP +1 212 436 2487gsobreiro@deloitte.com

Tom StevensPartner Deloitte Tax LLP +1 619 237 6785tstevens@deloitte.com

Patricia TuiteDirector Deloitte Transactions and Business Analytics LLP+1 412 338 7622ptuite@deloitte.com

Paul WarleyDirector Deloitte Corporate Finance, LLC+1 404 220 1331pwarley@deloitte.com

U.S. Leadership

John McCueVice Chairman, U.S. Energy & Resources LeaderDeloitte LLP+1 216 830 6606jmccue@deloitte.com

Marlene Motyka Alternative Energy LeaderPrincipal, Deloitte Transactions and Business Analytics LLP +1 973 602 5691mmotyka@deloitte.com

To access our Alternative Energy publications and upcoming events visit www.deloitte.com/us/alternativeenergy

Deloitte Centerfor Energy SolutionsAbout the Deloitte Center for Energy SolutionsThe Deloitte Center for Energy Solutions (the “Center”) provides a forum for innovation, thought leadership, groundbreaking research, and industry collaboration to help companies solve the most complex energy challenges.

Through the Center, Deloitte’s Energy & Resources Group leads the debate on critical topics on the minds of executives — from the impact of legislative and regulatory policy, to operational efficiency, to sustainable and profitable growth. We provide comprehensive solutions through a global network of specialists and thought leaders.

With locations in Houston and Washington, DC, the Deloitte Center for Energy Solutions offers interaction through seminars, roundtables, and other forms of engagement, where established and growing companies can come together to learn, discuss, and debate.

www.deloitte.com/energysolutions

Follow the Center on Twitter @Deloitte4Energy

This publication contains general information only and Deloitte is not, by means of this publication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte, its affiliates, and related entities shall not be responsible for any loss sustained by any person who relies on this publication.

Deloitte Corporate Finance LLC (“DCF”), member FINRA, is a wholly owned subsidiary of Deloitte Financial Advisory Services LLP (“Deloitte FAS”). Deloitte FAS is a subsidiary of Deloitte LLP. Investment banking products and services within the United States are offered exclusively through DCF.

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