STOCKHOLDERS’ EQUITY

The following table presents the change in total stockholders' equity for the three month period ended March 31, 2015:



	SunEdison Stockholders’ Equity			Noncontrolling Interests			Total Stockholders' Equity			Redeemable Noncontrolling Interests
In millions
Balance, January 1, 2015	$	233		$	1,252		$	1,485		$	—
Net loss	(372		)	(52		)	(424		)	—
Other comprehensive loss before reclassifications, net of tax	(11		)	(11		)	(22		)	—
Deconsolidation of SSL (see Note 2)	99			(158		)	(59		)	—
Issuance of 2022 Notes, net of tax (see Note 8)	57			—			57			—
Stock plans, net	17			5			22			—
TerraForm follow-on equity offering, net of tax	36			342			378			—
Dividends paid by TerraForm Power	—			(17		)	(17		)	—
TerraForm equity reallocation	59			(59		)	—			—
Acquisition of First Wind (see Note 3)	—			114			114			7
Measurement period adjustments (see Note 3)	—			(19		)	(19		)	19
Other activity of noncontrolling interests	—			(54		)	(54		)	8
Balance, March 31, 2015	$	118		$	1,343		$	1,461		$	34

Redeemable Noncontrolling Interests

Noncontrolling 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 noncontrolling interests between liabilities and stockholders' equity in the unaudited condensed consolidated balance sheets.

TerraForm Follow-on Equity Offering

On January 22, 2015, TerraForm completed a follow-on offering of 13,800,000 shares of its Class A common stock at a price to the public of $29.33 per share for net proceeds of $391 million. TerraForm used the net proceeds from the offering primarily to repurchase TerraForm Class B common stock and Class B units from SunEdison, to fund a portion of the acquisition of certain power generation assets from First Wind and to repay remaining amounts outstanding under the TerraForm Term Loan.

Stock-Based Compensation

SunEdison, Inc.

SunEdison, Inc. has equity incentive plans that provide for the award of non-qualified stock options, restricted stock, performance shares, and restricted stock units to employees, non-employee directors and consultants, including employees, non-employee directors and consultants of TerraForm. As of March 31, 2015, there were 11,086,584 shares remaining available for future grant under these plans.

Stock options

The following table presents information regarding outstanding stock options of SunEdison, Inc. as of March 31, 2015 and changes during the three month period then ended:



	Shares		Weighted-Average Exercise Price		Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2015	19,014,891		$	7.06
Granted	100,000		22.17
Exercised	(1,700,934	)	3.40
Forfeited	(422,417	)	5.49
Expired	(4,420	)	42.89
Outstanding at March 31, 2015	16,987,120		$	7.55	$	286
Options exercisable at March 31, 2015	9,824,251		$	7.31	$	171

The weighted-average grant-date fair value per share of options granted was $10.83 and $7.39 for the three month periods ended March 31, 2015 and 2014, respectively.

Restricted stock units

The following table presents information regarding outstanding restricted stock units of SunEdison, Inc. as of March 31, 2015 and changes during the three month period then ended:



	Restricted Stock Units		Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2015	7,542,808
Granted	2,299,842
Converted	(196,492	)
Forfeited	(205,139	)
Outstanding at March 31, 2015	9,441,019		$	227

The weighted-average fair value of restricted stock units per share on the date of grant was $22.21 and $15.03 for the three month periods ended March 31, 2015 and 2014, respectively.

On March 2, 2015, we awarded 1,006,200 restricted stock units to certain employees of SunEdison, Inc. and TerraForm and on March 10, 2015 we awarded 246,000 restricted stock units to certain executives of SunEdison, Inc. and TerraForm. These restricted stock unit 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 restricted stock units, there are three performance tiers with each tier representing 33% of the entire grant. The performance tiers are measured on the dividend per share ("DPS") of TerraForm Power, Inc., a controlled publicly traded subsidiary, for which SunEdison, Inc. is the sponsor. Each of the performance tiers are based on TerraForm DPS targets, as pre-determined and approved by the SunEdison, Inc. Compensation Committee. If certain performance goals are not achieved, the first, second and third performance tiers are forfeited in its entirety. If certain performance goals are met by the first quarter of 2016, 2017, 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 these awards was $28 million which will be recognized as compensation cost on a straight line basis over the requisite service periods of four years for the time-based awards and five years for the performance-based awards. The grant date fair value of these awards was calculated based on the SunEdison, Inc. stock price on the date of grant since meeting the requisite performance conditions was considered probable as of this date.

TerraForm

TerraForm has equity incentive plans that provide for the award of incentive and non-qualified stock options, restricted stock awards and restricted stock units to employees and non-employee directors, including employees and non-employee directors of SunEdison, Inc. As of March 31, 2015, there were 1,696,198 shares remaining available for future grant under these plans.

Restricted stock awards

Restricted stock awards provide the holder with immediate voting rights, but are restricted in all other respects until vested. Upon cessation of services to the company, any unvested restricted stock awards will be canceled. All unvested restricted stock awards are paid dividends and distributions.

The following table presents information regarding outstanding restricted stock awards of TerraForm as of March 31, 2015 and changes during the three month period then ended:



	Number of Restricted Stock Awards Outstanding		Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2015	4,876,567		$	1.12
Forfeited	(132,588	)	0.68
Modified	66,294		35.05
Outstanding at March 31, 2015	4,810,273		$	1.60

On March 20, 2015, TerraForm modified an award of a former employee, which resulted in the forfeiture of the existing award and granting of a new award. This modification increased the weighted-average grant date fair value of all outstanding restricted stock awards to $8 million, or $1.60 per share, as of March 31, 2015.

Restricted stock units

The following table presents information regarding outstanding restricted stock units of TerraForm as of March 31, 2015 and changes during the three month period then ended:



	Restricted Stock Units	Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2015	825,943
Granted	1,104,200
Outstanding at March 31, 2015	1,930,143	$	70

The weighted-average fair value of restricted stock units per share on the date of grant was $34.01 for the three month period ended March 31, 2015. No restricted stock units were granted during the three month period ended March 31, 2015.

On March 10, 2015, TerraForm awarded 841,900 restricted stock units to certain employees and executive officers of SunEdison, Inc. and TerraForm. These restricted stock unit 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 restricted stock units, there are three performance tiers with each tier representing 33% of the entire grant. The performance tiers are measured on the DPS of TerraForm. Each of the performance tiers are based on TerraForm DPS targets, as pre-determined and approved by the board of directors of TerraForm. If certain performance goals are not achieved, the first, second and third performance tiers are forfeited in its entirety. If certain performance goals are met by the first quarter of 2016, 2017, 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 these awards was $29 million which will be recognized as compensation cost on a straight line basis over the requisite service periods of four years for the time-based awards and five years for the performance-based awards. The grant date fair value of these awards was calculated based on the TerraForm stock price as of the date of grant since meeting the requisite performance conditions was considered probable as of this date.

Stock options

The following table presents information regarding outstanding stock options of TerraForm as of March 31, 2015 and changes during the three month period then ended:



	Shares	Weighted-Average Exercise Price		Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2015	150,000	$	29.31
Granted	—	—
Outstanding at March 31, 2015	150,000	$	29.31	$	1
Options exercisable at March 31, 2015	18,750	$	29.31	$	—

No stock options were granted by TerraForm during the three month periods ended March 31, 2015 and 2014.

SSL

Subsequent to the January 20, 2015 underwritten secondary offering described in Note 2, we no longer hold a majority of voting shares in SSL. As SunEdison ceased to own 50% or more of SSL’s outstanding ordinary shares, employees of SSL were deemed to have a termination of employment from SunEdison, Inc. under its various equity incentive plans and all of their outstanding equity awards with respect to SunEdison, Inc. stock would have been forfeited (in the case of unvested awards) or would have expired within three months (in the case of vested options) in accordance with the terms of such plans. In order to minimize the adverse impact of these plans’ provisions on the SSL employees, to provide for a fair continuation of the compensation previously granted and to ensure that SSL’s employees remain incentivized and committed to the mission and performance of SSL’s objectives, SSL and SunEdison, Inc. agreed, effective as of January 20, 2015, to replace 25% of the equity-based compensation awards relating to SunEdison, Inc. stock that are unvested and held by SSL employees (including non-U.S. employees, subject to applicable local laws) with adjusted stock options and restricted stock units, as applicable, for SSL’s ordinary shares, each of which generally preserves the value of the original awards. The portion of awards relating to SunEdison, Inc. stock exchanged for awards relating to SSL stock are treated as forfeitures in the tables presented above. The remaining 75% of each of the unvested awards and all vested awards will continue to be held as stock options and restricted stock units, as applicable, for SunEdison, Inc. common stock by virtue of an amendment to our plans. These continuing options and restricted stock units will continue to vest in accordance with their terms, with employment by SSL deemed employment by the SunEdison, Inc. The options may be exercised, when vested, by SSL’s employees in accordance with the terms of the original grant. Vesting terms for any awards relating to SSL’s ordinary shares that were substituted for awards originally granted with respect to SunEdison, Inc. stock generally remain substantially similar to the vesting provided for under the original awards, subject to certain adjustments to reflect employment with SSL.

Stock-Based Compensation Expense

Consolidated stock-based compensation expense for the three month periods ended March 31, 2015 and 2014 was $19 million and $9 million, respectively.