Note 18 – VIE Arrangements

SolarCity enters into various arrangements with investors to facilitate funding and monetization of solar energy systems. These arrangements include those described in this Note, as well as those described in Note 19, Lease Pass-Through Financing Obligation.

Fund Arrangements

SolarCity has a number of financing funds that were formed by wholly owned subsidiaries of SolarCity and fund investors. These arrangements were created to facilitate funding and monetization of solar energy systems. The following table shows the number of funds by investor classification, carrying value of the solar energy systems in the funds, total investor contributions received and undrawn investor contributions as of December 31, 2016 (in thousands, except for number of funds, and unaudited) for funds that have been determined to be VIEs:

Investor Classification	Number of funds		Total Investor Contributions Received		Undrawn Investor Contributions		Carrying Value of Solar Energy Systems
Financial institutions		34	$	2,623,918	$	106,850	$	3,085,024
Corporations		8		1,020,058		130,209		1,353,193
Utilities		4		278,888		35,033		178,280
Other investors		1		1,788		—		1,946
Total		47	$	3,924,652	$	272,092	$	4,618,443

We have determined that the funds are VIEs and we are the primary beneficiary of these VIEs by reference to the power and benefits criterion under ASC 810, Consolidation. We have considered the provisions within the contractual agreements, which grant it power to manage and make decisions that affect the operation of these VIEs, including determining the solar energy systems and associated customer contracts to be sold or contributed to these VIEs and the redeployment of solar energy systems and management of customer receivables. We consider that the rights granted to the fund investors under the contractual agreements are more protective in nature rather than participating.

As the primary beneficiary of these VIEs, we consolidate in our financial statements the financial position, results of operations and cash flows of these VIEs, and all intercompany balances and transactions between us and these VIEs are eliminated in the consolidated financial statements. Cash distributions of income and other receipts by a fund, net of agreed upon expenses, estimated expenses, tax benefits and detriments of income and loss and tax credits, are allocated to the fund investor and our subsidiary as specified in contractual agreements.

Generally, our subsidiary has the option to acquire the fund investor’s interest in the fund for an amount based on the market value of the fund or the formula specified in the contractual agreements.

As of December 31, 2016, we were contractually required to make payments to a fund investor in order to ensure the investor is projected to achieve a specified minimum return annually. The amounts of any potential future payments under this guarantee are dependent on the amounts and timing of future Distributions to the investor from the fund, the tax benefits that accrue to the investor from the fund’s activities and the amount and timing of our purchase of the investor’s interest in the fund or the amount and timing of the distributions to the investor upon liquidation of the fund. Due to uncertainties associated with estimating the amount and timing of distributions to the investor and the possibility and timing of the liquidation of the fund, we are unable to determine the potential maximum future payments that it would have to make under this guarantee.

Upon the sale or liquidation of a fund, distributions would occur in the order and priority specified in the contractual agreements.

Pursuant to management services, maintenance and warranty arrangements, we have been contracted to provide services to the funds, such as operations and maintenance support, accounting, lease servicing and performance reporting. In some instances, we have guaranteed payments to the investors as specified in the contractual agreements. A fund’s creditors have no recourse to our general credit or to that of other funds. None of the assets of the funds had been pledged as collateral for their obligations.

We present the solar energy systems in the VIEs under solar energy systems, leased and to be leased – net in our Consolidated Balance Sheets. The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of intercompany transactions and balances, in our Consolidated Balance Sheets were as follows (in thousands):

	December 31, 2016
Assets
Current assets:
Cash and Cash equivalents	$	44,091
Restricted cash		20,916
Accounts receivable- net		16,023
Rebates receivable		6,646
Prepaid expenses and other current assets		7,532
Total current assets		95,208
Solar energy systems, leased and to be leased- net		4,618,443
Other assets		35,826
Total assets	$	4,749,477
Liabilities
Current liabilities:
Accounts Payable	$	20
Distributions payable to noncontrolling interests and redeemable noncontrolling interests		24,085
Accrued and other current liabilities		8,157
Customer deposits		1,169
Current portion of deferred revenue		17,114
Current portion of long-term debt		89,356
Total current liabilities		139,901
Deferred revenue, net of current portion		178,783
Long-term debt, net of current portion		466,741
Other liabilities and deferred costs		82,917
Total Liabilities	$	868,342

We are contractually obligated to make certain fund investors whole if they suffer certain losses resulting from the disallowance or recapture of ITCs or U.S. Treasury grants. We account for distributions due to the fund investors arising from a reduction of anticipated ITCs or U.S. Treasury grants received under distributions payable to noncontrolling interests and redeemable noncontrolling interests in our Consolidated Balance Sheets. As of December 31, 2016, we had accrued $0.3 million for this obligation.