Item 2.02. Results of Operations and Financial Condition. On
August 7, 2014, SunEdison, Inc.(the "Company" or "SunEdison") issued a press release reporting results of operations for the second quarter ended June 30, 2014. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1. Also furnished as Exhibit 99.2 to this Form 8-K is a slide presentation that will be presented by the Company on its earnings call on August 7, 2014. SunEdisonmakes reference to certain non-GAAP financial measures including non-GAAP revenue, non-GAAP net sales, non-GAAP gross margin, non-GAAP income (loss) per share, non-GAAP operating income (loss) and non-GAAP net income (loss). The press release contains a reconciliation of each non-GAAP measure to the directly comparable GAAP measure. These non-GAAP measures include adjustments to revenue in the Company's Solar Energy segment from direct sales of solar energy systems where we have received upfront partial payments and, absent real estate accounting requirements, we would have recognized revenues under the percentage of completion accounting method. The non-GAAP measures also include adjustments to non-GAAP revenue and/or profit deferred related to SunEdison'smaximum exposure for power warranties, system uptime guarantees and breach of contract provisions offered to the direct sale customers for these systems that are considered to require continuing involvement by SunEdisonin the sold solar energy systems. This revenue is not recognized as of the reporting date under GAAP real estate accounting rules because the solar energy systems are considered integral to the real estate on which they were built. Absent real estate accounting requirements, deferred revenues related to continuing involvement would be recognized under GAAP during the reporting period because SunEdisonhas historically experienced minimal losses related to these guarantees. For these direct sales, the sales contracts have been executed and SunEdisonhas either received payment in full or maintains a valid and legal note receivable for the full sales price that SunEdisonexpects to collect within a short period after completion of the project. The non-GAAP measures also include revenue related to SunEdisonsale-leaseback transactions accounted for as financings. This includes cash received for the legal sale of the solar energy system to the purchaser that will not be recognized as revenue under GAAP. Non-GAAP operating income (loss) includes the upfront cash margin in an amount equal to the difference between (a) the cash received as of the reporting date from SunEdison'sfinancing partners in sale-leaseback transactions considered financings and (b) SunEdison'stotal costs to construct the solar energy systems sold under the sale-leaseback transactions. These sale-leaseback transactions are classified as financing transactions under GAAP because the system is considered integral to the land or building on which it resides and because SunEdisonhas continuing involvement with the system through a purchase option. This system development margin will be recognized under GAAP upon termination of the related lease through the non-cash extinguishment of the debt offset by any remaining net book value of the solar energy system asset. The Company believes that these non-GAAP measures represent important internal measures of performance for the SunEdisonbusiness, and better reflect SunEdison'sresults from operations and near-term cash flows. Accordingly, where these measures are provided, it is done so that investors have the same financial data that management uses to evaluate the operational and financial performance of the SunEdisonbusiness. SunEdisonmanagement uses these measures to manage the SunEdisonbusiness because it believes these measures are more representative of the operational health and performance of that business. These non-GAAP measures should not be considered as a substitute for, and should only be read in conjunction with, measures of financial performance prepared in accordance with GAAP and the reconciliation of each non-GAAP measure to the directly comparable GAAP measure set forth in the press release. The tables included with the press release refer to the Company's EBITDA for the three month periods ending June 30, 2014and June 30, 2013as well as the quarter ended March 31, 2014. EBITDA is a non-GAAP disclosure consisting of net income (loss) attributable to SunEdisonstockholders plus interest expense, net, depreciation and amortization and provision for income taxes. The Company believes that EBITDA is useful to an investor in evaluating the Company's operating performance and liquidity because (i) it is widely used to measure a company's operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, (ii) it presents a meaningful measure of corporate performance exclusive of the Company's capital structure and the method by which the assets were acquired, and (iii) it is a widely accepted financial indicator of a company's ability to service its debt, as the Company is required to comply with certain covenants and limitations that are based on variations of EBITDA in the Company's financing documents. The press release also references the Company's free cash flow for the quarters ended June 30, 2014and June 30, 2013, respectively, as well as the quarter ended March 31, 2014. The Company also believes that the non-GAAP measure of "free cash flow" is useful to help investors better understand the capital intensity of our business, including our project financing operations. In addition to other key performance indicators, the Company evaluates the performance of the solar project business on the cash generation abilities of the projects, which are typically financed at the inception of the leases, resulting in a gain on sale that is deferred and not immediately included in net income (loss). -------------------------------------------------------------------------------- Item 9.01. Financial Statements and Exhibits. (d) Exhibits Item 99.1 Press release dated August 7, 2014furnished with this Report. 99.2 Slide presentation furnished with this Report.