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Our focus on wind energy Solutions for an evolving marketplace

Our focus on wind energy Solutions for an evolving marketplace · Our focus on wind energy . Solutions for an evolving marketplace 1 Client base and market share Selected client list

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Our focus on wind energy Solutions for an evolving marketplace

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Our focus on wind energy Solutions for an evolving marketplace 1

Client base and market share

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

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 companies

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

Client Function-specific subsidiary (FSS)

Acciona North America Audit, Tax

AES Corporation Financial Advisory Services (FAS), Tax

Alternity Wind Power FAS

EDP Renewables FAS, Tax

E.On Climate and Renewables North America

FAS

Eurus Energy America Corporation Audit & Enterprise Risk Services (AERS), FAS, Tax

Goldwind FAS

Infinity Wind Power FAS

Ingeteam, Inc. AERS

Invenergy LLC AERS, Tax

NextEra Energy, Inc. AERS, Tax

Windkraft Nord USA, Inc. FAS

*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 wind 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

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 wind energy Solutions for an evolving marketplace 3

Transaction due diligence activities

The client was considering a potential investment in a wind project with a planned capacity of 250 MW. Deloitte benchmarked certain assumptions used in the financial model provided by the client with market data. The team provided a “sanity check” of the potential transaction price by comparing the estimates per the income and cost approaches in terms of dollar per kilowatt to the proposed sale price.

Target screening and prioritization services

The client was a foreign entity exploring alternatives for entering the U.S. wind power market. Deloitte assisted the client in strategic partnering options, including alternative partnering concepts and strategies. The project involved the development of a prioritization matrix to capture target attributes such as geographic location, development pipeline characteristics, preferred exit strategy, etc.

Cost segregation analysis

Deloitte assisted numerous clients in the identification of project costs eligible for accelerated depreciation. The projects totaled approximately 6,750 MW in wind turbine assets in different states in the U.S. with project costs in excess of $12.0 billion.

Cash grant analysis

Deloitte assisted numerous clients in the identification of qualifying costs provided under U.S. Internal Revenue Code (IRC) Section 48, Energy Credit, as expanded by the ARRA of 2009 as amended by the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010. The projects involved in the cash grant analyses totaled approximately 2,000 MW in wind turbine assets in different states in the U.S. with project costs in excess of $3.5 billion.

Valuation of an acquired wind power portfolio in the U.S

The transaction involved over 700 MW of operating wind projects, another 600 MW of wind projects under construction and a development pipeline. The engagement involved assisting the client with the allocation of purchase price of the acquired entity for financial reporting and tax purposes. This required the valuation of operating wind power projects; wind power projects under construction; a development pipeline; land, land rights, and land improvements; turbine supply agreements or deposits and intangible assets such as: trade name or trademark, noncompete agreements, internally developed software, and power off-take contracts. In addition, Deloitte performed a segregation of the tax basis of selected facilities into land, personal property, land improvements, and real property.

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.

PTC qualification services and analysis

Deloitte assisted numerous clients to ensure that their wind projects will qualify for the production tax credit (PTC) under IRC Section 45. Engagements have included writing technical memoranda and tax opinions, completing tax diligence, and representing clients before the IRS and Department of Treasury. Deloitte assisted to seek private letter rulings and IRS guidance that such wind projects met the requirements to have “begun construction” on their projects in 2013.

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.

Wind client engagement examples

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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.

Our focus on wind energy Solutions for an evolving marketplace 5

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

Deloitte 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.

Conferences and SeminarsDeloitte 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.

Deloitte is a thought leader in energy

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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.

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.

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

Our focus on wind energy Solutions for an evolving marketplace 7

Deloitte’s wind energy specialists

Specialists

Keith AdamsPrincipal Deloitte Transactions and Business Analytics LLP+1 404 631 [email protected]

Brian BoufarahPartner Deloitte & Touche LLP+1 212 436 [email protected]

Gary HecimovichPartner Deloitte Tax LLP+1 202 879 [email protected]

Dale JekovPartner Deloitte & Touche LLP+1 312 486 [email protected]

Tom Keefe Partner Deloitte & Touche LLP+1 312 486 [email protected]

Dan Kinsella Partner Deloitte & Touche LLP+1 402 997 [email protected]

Swami RajagopalanPrincipal Deloitte Consulting LLP+1 214 840 [email protected]

Sudeep SinghPrincipal Deloitte Consulting LLP+1 714 913 [email protected]

Tom StevensPartner Deloitte Tax LLP +1 619 237 [email protected]

Patricia TuiteDirector Deloitte Transactions and Business Analytics LLP+1 412 338 [email protected]

Paul WarleyDirector Deloitte Corporate Finance, LLC+1 404 220 [email protected]

U.S. Leadership

John McCueVice Chairman, U.S. Energy & Resources LeaderDeloitte LLP+1 216 830 [email protected]

Marlene Motyka Alternative Energy LeaderPrincipal, Deloitte Transactions and Business Analytics LLP +1 973 602 [email protected]

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.

Copyright © 2014 Deloitte Development LLC. All rights reserved.Member of Deloitte Touche Tohmatsu Limited