Sunrun Inc. 10-K

Item 8. Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm 70 Consolidated Balance Sheets 76 Consolidated Statements of Operations 78 Consolidated Statements of Comprehensive (Loss) Income 79 Consolidated Statements of Redeemable Noncontrolling Interests and Stockholders' Equity 80 Consolidated Statements of Cash Flows 81 Notes to Consolidated Financial Statements 82 69 Report of Ernst & Young LLP, Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Sunrun Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Sunrun Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, redeemable noncontrolling interests and stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2021 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 70 Noncontrolling interests and redeemable noncontrolling interests Description of matter At December 31, 2020, noncontrolling interests were $651.0 million and redeemable noncontrolling interests were $560.5 million. As explained in Note 1 to the consolidated financial statements, noncontrolling interests and redeemable noncontrolling interests represent investors’ interests in the net assets of the tax-equity Funds that the Company has created to finance the cost of its solar energy systems subject to the Company’s Customer Agreements. The Company has determined that the contractual provisions in the funding arrangements represent substantive profit sharing arrangements. The Company has further determined that the appropriate methodology for attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Auditing the noncontrolling interests and redeemable noncontrolling interests is complex due to the volume of tax equity funds and the allocation of the net income or loss to the equity holders. Each HLBV calculation is based upon the liquidation provisions of each fund’s contractual agreement used to calculate the amount of income or loss to be attributed to the noncontrolling member. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls that address the risks of material misstatement relating to the noncontrolling interests and redeemable noncontrolling interests. This included evaluating controls over establishing each HLBV model and management’s review of each significant input into the HLBV models for compliance with the contractual provisions of such funding arrangements, the completeness and accuracy of underlying data, the calculation of tax capital accounts, and the mathematical accuracy of the HLBV models. To test the noncontrolling interests and redeemable noncontrolling interests, our audit procedures included, among others, examining the HLBV models for compliance with contractual provisions in the funding arrangements. We tested the completeness and accuracy of the underlying data used in each HLBV model. We involved tax professionals to assist in evaluating the calculation of the tax capital accounts in accordance with the tax code, as well as compliance with contractual provisions in the funding arrangements. We also tested the mathematical accuracy of management’s HLBV models . 71 Realizability of Deferred Tax Assets Description of matter As described in Note 19 to the consolidated financial statements, at December 31, 2020, the total and gross deferred tax assets were $779.1 million and $687.7 million, respectively. Valuation allowances are provided against deferred tax assets to the extent that it is more likely than not that the deferred tax assets will not be realized. The Company considers all available positive and negative evidence including its history of operating income or losses, future reversals of existing taxable temporary differences, taxable income in carryback years and tax-planning strategies. Auditing management’s assessment of recoverability of deferred tax assets involved complex auditor judgment in determining whether the reversal of temporary differences and the execution of a prudent and feasible tax planning strategy are sufficient to support the realization of the existing deferred tax assets before expiration. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls that address the risks of material misstatement relating to the realizability of deferred tax assets. This included controls over management’s scheduling of the future reversal of existing taxable temporary differences and evaluation of a prudent and feasible tax planning strategy. Among other audit procedures performed, we tested the Company’s scheduling of the reversal of existing temporary taxable differences including its mathematical accuracy. We tested the completeness and accuracy of the underlying data and appropriateness of significant inputs and assumptions including the estimated reversal periods for taxable temporary differences. We also evaluated the prudence and feasibility of the Company’s tax planning strategy, including involvement of our tax professionals. 72 Business Combination Description of matter As described in Note 3 to the consolidated financial statements, the Company completed the acquisition of Vivint Solar, Inc. during 2020 for total consideration of $5.0 billion. The acquisition was accounted for as a business combination. The recognition, measurement and disclosure of the Company’s business combination in the 2020 consolidated financial statements was considered especially challenging and required significant auditor judgment due to the complex determination by management of the appropriate assumptions, such as the discount rate used in the discounted cash flow model related to the valuation of solar energy systems. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls that address the risks of material misstatement relating to the business combination. This included controls over the recognition and measurement of consideration transferred and acquired assets and liabilities, including the valuation models and underlying assumptions used to develop such estimates. To test the valuation of acquired assets, we performed audit procedures that included, among others, evaluating management’s identification of assets acquired and assessing the fair value measurements prepared by management and their third-party valuation specialists, including the discount rate as used in valuing the solar energy systems. We involved our valuation specialists to assist with the valuation of methodologies used by the Company and significant assumptions included in the fair value estimates. For example, to evaluate the discount rate, we evaluated the current industry and market trends in which the Company operates, the Company’s historical application of discount rates for solar energy systems, and performed a sensitivity analysis. We also evaluated the adequacy of the Company’s disclosures included in Note 3 related to this acquisition. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2010. San Francisco, California February 25, 2021 73 Report of Ernst & Young LLP, Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Sunrun Inc. Opinion on Internal Control over Financial Reporting We have audited Sunrun Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Sunrun Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria. As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Vivint Solar, Inc., which is included in the 2020 consolidated financial statements of the Company and constituted $7.9 billion of total assets as of December 31, 2020 and $81.3 million of total revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Vivint Solar, Inc. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated financial statements of the Company and our report dated February 25, 2021 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 74 /s/ Ernst & Young LLP We have served as the Company’s auditor since 2010. San Francisco, California February 25, 2021 75 Sunrun Inc. Consolidated Balance Sheets (In Thousands, Except Share Par Values) As of December 31, 2020 2019 Assets Current assets: Cash $ 519,965 $ 269,577 Restricted cash 188,095 93,504 Accounts receivable (net of allowances for credit losses of $ 4,861 and $ 3,151 as of December 31, 2020 and 2019, respectively) 95,141 77,728 Inventories 283,045 260,571 Prepaid expenses and other current assets 51,483 32,450 Total current assets 1,137,729 733,830 Restricted cash 148 148 Solar energy systems, net 8,202,788 4,492,615 Property and equipment, net 62,182 56,708 Intangible assets, net 18,262 19,543 Goodwill 4,280,169 95,094 Other assets 681,665 408,403 Total assets (1) $ 14,382,943 $ 5,806,341 Liabilities and total equity Current liabilities: Accounts payable $ 207,441 $ 223,356 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 28,627 16,062 Accrued expenses and other liabilities 325,614 148,497 Deferred revenue, current portion 108,452 77,643 Deferred grants, current portion 8,251 8,093 Finance lease obligations, current portion 11,037 10,064 Non-recourse debt, current portion 195,036 35,348 Pass-through financing obligation, current portion 16,898 11,031 Total current liabilities 901,356 530,094 Deferred revenue, net of current portion 690,824 651,856 Deferred grants, net of current portion 213,269 218,568 Finance lease obligations, net of current portion 12,929 12,895 Recourse debt 230,660 239,485 Non-recourse debt, net of current portion 4,370,449 1,980,107 Pass-through financing obligation, net of current portion 323,496 327,974 Other liabilities 268,684 141,401 Deferred tax liabilities 81,905 65,964 Total liabilities (1) 7,093,572 4,168,344 Commitments and contingencies (Note 19) Redeemable noncontrolling interests 560,461 306,565 Stockholders’ equity: Preferred stock, $ 0.0001 par value—authorized, 200,000 shares as of December 31, 2020 and 2019; no shares issued and outstanding as of December 31, 2020 and 2019 — — Common stock, $ 0.0001 par value—authorized, 2,000,000 shares as of December 31, 2020 and 2019; issued and outstanding, 201,406 and 118,451 shares as of December 31, 2020 and 2019, respectively 20 12 Additional paid-in capital 6,107,802 766,006 Accumulated other comprehensive loss ( 106,755 ) ( 52,753 ) Retained earnings 76,844 251,466 Total stockholders’ equity 6,077,911 964,731 Noncontrolling interests 650,999 366,701 Total equity 6,728,910 1,331,432 Total liabilities, redeemable noncontrolling interests and total equity $ 14,382,943 $ 5,806,341 76 (1) The Company’s consolidated assets as of December 31, 2020 and 2019 include $ 7,190,866 and $ 3,521,202 , respectively, in assets of variable interest entities, or “VIEs”, that can only be used to settle obligations of the VIEs. Solar energy systems, net, as of December 31, 2020 and 2019 were $ 6,748,127 and $ 3,259,712 , respectively; cash as of December 31, 2020 and 2019 were $ 219,502 and $ 133,362 , respectively; restricted cash as of December 31, 2020 and 2019 were $ 34,559 and $ 2,746 , respectively; accounts receivable, net as of December 31, 2020 and 2019 were $ 35,152 and $ 21,956 , respectively; inventories as of December 31, 2020 and December 31, 2019 of $ 23,306 and $ 15,721 ; prepaid expenses and other current assets as of December 31, 2020 and 2019 were $ 2,629 and $ 554 , respectively and other assets as of December 31, 2020 and 2019 were $ 127,591 and $ 87,151 , respectively. The Company’s consolidated liabilities as of December 31, 2020 and 2019 include $ 1,857,967 and $ 774,564 , respectively, in liabilities of VIEs whose creditors have no recourse to the Company. These liabilities include accounts payable as of December 31, 2020 and 2019 of $ 15,609 and $ 11,531 , respectively; distributions payable to noncontrolling interests and redeemable noncontrolling interests as of December 31, 2020 and 2019 of $ 28,577 and $ 16,012 , respectively; accrued expenses and other liabilities as of December 31, 2020 and 2019 of $ 24,660 and $ 10,740 , respectively; deferred revenue as of December 31, 2020 and 2019 of $ 538,067 and $ 482,138 , respectively; deferred grants as of December 31, 2020 and 2019 of $ 26,898 and $ 28,034 , respectively; non-recourse debt as of December 31, 2020 and 2019 of $ 1,192,411 and $ 206,476 , respectively; and other liabilities as of December 31, 2020 and December 31, 2019 of $ 31,745 and $ 19,633 , respectively. The accompanying notes are an integral part of these consolidated financial statements. 77 Sunrun Inc. Consolidated Statements of Operations (In Thousands, Except Per Share Amounts) Year Ended December 31, 2020 2019 2018 Revenue: Customer agreements and incentives $ 484,160 $ 387,835 $ 404,466 Solar energy systems and product sales 438,031 470,743 355,515 Total revenue 922,191 858,578 759,981 Operating expenses: Cost of customer agreements and incentives 385,650 280,344 240,857 Cost of solar energy systems and product sales 357,876 365,485 294,066 Sales and marketing 352,299 275,148 207,232 Research and development 19,548 23,563 18,844 General and administrative 266,746 125,023 116,659 Amortization of intangible assets 5,180 4,755 4,204 Total operating expenses 1,387,299 1,074,318 881,862 Loss from operations ( 465,108 ) ( 215,740 ) ( 121,881 ) Interest expense, net ( 230,601 ) ( 174,246 ) ( 131,771 ) Other income (expenses), net 8,188 ( 9,254 ) 2,788 Loss before income taxes ( 687,521 ) ( 399,240 ) ( 250,864 ) Income tax (benefit) expense ( 60,573 ) ( 8,218 ) 9,322 Net loss ( 626,948 ) ( 391,022 ) ( 260,186 ) Net loss attributable to noncontrolling interests and redeemable noncontrolling interests ( 453,554 ) ( 417,357 ) ( 286,843 ) Net (loss) income attributable to common stockholders $ ( 173,394 ) $ 26,335 $ 26,657 Net (loss) income per share attributable to common stockholders Basic $ ( 1.24 ) $ 0.23 $ 0.24 Diluted $ ( 1.24 ) $ 0.21 $ 0.23 Weighted average shares used to compute net (loss) income per share attributable to common stockholders Basic 139,606 116,397 110,089 Diluted 139,606 123,876 117,112 The accompanying notes are an integral part of these consolidated financial statements. 78 Sunrun Inc. Consolidated Statements of Comprehensive (Loss) Income (In Thousands) Year Ended December 31, 2020 2019 2018 Net (loss) income attributable to common stockholders $ ( 173,394 ) $ 26,335 $ 26,657 Unrealized (loss) gain on derivatives, net of income taxes ( 63,445 ) ( 48,295 ) 6,187 Adjustment for net loss (gain) on derivatives recognized into earnings, net of income taxes 9,443 ( 594 ) ( 5,198 ) Other comprehensive (loss) income ( 54,002 ) ( 48,889 ) 989 Comprehensive (loss) income $ ( 227,396 ) $ ( 22,554 ) $ 27,646 The accompanying notes are an integral part of these consolidated financial statements. 79 Sunrun Inc. Consolidated Statements of Redeemable Noncontrolling Interests and Stockholders' Equity (In Thousands) Redeemable Noncontrolling Interests Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit) Total Stockholders' Equity Noncontrolling Interests Total Equity Shares Amount Balance - December 31, 2017 $ 123,801 107,350 $ 11 $ 682,950 $ ( 4,113 ) $ 202,734 $ 881,582 $ 358,934 $ 1,240,516 Cumulative effect of adoption of new ASU (No. 2017-12) — — — — 1,992 — 1,992 — 1,992 Exercise of stock options — 3,271 — 17,178 — — 17,178 $ — 17,178 Issuance of restricted stock units, net of tax withholdings — 1,614 — ( 10,102 ) — — ( 10,102 ) — ( 10,102 ) Shares issued in connection with the Employee Stock Purchase Plan — 914 — 4,546 — — 4,546 — 4,546 Stock-based compensation — — — 27,857 — — 27,857 — 27,857 Contributions from redeemable noncontrolling interests and noncontrolling interests 111,125 — — — — — — 234,022 234,022 Distributions to redeemable noncontrolling interests and noncontrolling interests ( 11,057 ) — — — — — — ( 69,605 ) ( 69,605 ) Net (loss) income ( 97,567 ) — — — — 26,657 26,657 ( 189,276 ) ( 162,619 ) Other comprehensive loss, net of taxes — — — — ( 1,003 ) — ( 1,003 ) — ( 1,003 ) Balance - December 31, 2018 126,302 113,149 11 722,429 ( 3,124 ) 229,391 948,707 334,075 1,282,782 Cumulative effect of adoption of new ASU (No. 2018-02) — — — — ( 740 ) 740 — — — Exercise of stock options — 3,624 — 19,840 — — 19,840 — 19,840 Issuance of restricted stock units, net of tax withholdings — 1,105 1 ( 10,585 ) — — ( 10,584 ) — ( 10,584 ) Shares issued in connection with the Employee Stock Purchase Plan — 942 — 6,939 — — 6,939 — 6,939 Stock-based compensation — — — 26,306 — — 26,306 — 26,306 Contributions from redeemable noncontrolling interests and noncontrolling interests 429,786 — — — — — — 282,127 282,127 Distributions to redeemable noncontrolling interests and noncontrolling interests ( 15,137 ) — — — — — — ( 61,732 ) ( 61,732 ) Net (loss) income ( 234,386 ) — — — — 26,335 26,335 ( 182,971 ) ( 156,636 ) Acquisition of noncontrolling interest — — — 1,077 — — 1,077 ( 4,798 ) ( 3,721 ) Repurchase of common stock — ( 369 ) — — — ( 5,000 ) ( 5,000 ) — ( 5,000 ) Other comprehensive loss, net of taxes — — — — ( 48,889 ) — ( 48,889 ) — ( 48,889 ) Balance - December 31, 2019 306,565 118,451 12 766,006 ( 52,753 ) 251,466 964,731 366,701 1,331,432 Cumulative effect of adoption of new ASU (No. 2016-13) — — — — — ( 1,228 ) ( 1,228 ) — ( 1,228 ) Exercise of stock options — 6,609 — 41,840 — — 41,840 — 41,840 Issuance of restricted stock units, net of tax withholdings — 4,124 1 ( 1,026 ) — — ( 1,025 ) — ( 1,025 ) Shares issued in connection with the Employee Stock Purchase Plan — 675 — 7,842 — — 7,842 — 7,842 Stock-based compensation — — — 177,082 — — 177,082 — 177,082 Contributions from redeemable noncontrolling interests and noncontrolling interests 484,091 — — — — — — 333,970 333,970 Distributions to redeemable noncontrolling interests and noncontrolling interests ( 37,453 ) — — — — — — ( 69,060 ) ( 69,060 ) Net (loss) income ( 243,542 ) — — — — ( 173,394 ) ( 173,394 ) ( 210,012 ) ( 383,406 ) Shares issued in connection with a subscription agreement — 2,075 — 75,000 — — 75,000 — 75,000 Acquisition of Vivint Solar 58,300 69,472 7 5,037,516 — — 5,037,523 229,400 5,266,923 Acquisition of noncontrolling interests ( 7,500 ) — — 3,542 — — 3,542 — 3,542 Other comprehensive loss, net of taxes — — — — ( 54,002 ) — ( 54,002 ) — ( 54,002 ) Balance - December 31, 2020 $ 560,461 201,406 $ 20 $ 6,107,802 $ ( 106,755 ) $ 76,844 $ 6,077,911 $ 650,999 $ 6,728,910 The accompanying notes are an integral part of these consolidated financial statements 80 Sunrun Inc. Consolidated Statements of Cash Flows (In Thousands) Year Ended December 31, 2020 2019 2018 Operating activities: Net loss $ ( 626,948 ) $ ( 391,022 ) $ ( 260,186 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization, net of amortization of deferred grants 242,942 187,163 156,007 Deferred income taxes ( 60,573 ) ( 8,218 ) 9,322 Stock-based compensation expense 170,587 26,306 27,856 Interest on pass-through financing obligations 23,166 24,326 19,205 Reduction in pass-through financing obligations ( 39,188 ) ( 39,083 ) ( 25,005 ) Other noncash items 51,040 25,780 25,484 Changes in operating assets and liabilities: Accounts receivable 4,988 ( 14,864 ) ( 5,707 ) Inventories 47,554 ( 181,104 ) 14,960 Prepaid and other assets ( 117,033 ) ( 81,630 ) ( 75,924 ) Accounts payable ( 45,718 ) 67,356 8,848 Accrued expenses and other liabilities ( 10,306 ) 42,081 15,286 Deferred revenue 41,517 138,422 27,393 Net cash used in operating activities ( 317,972 ) ( 204,487 ) ( 62,461 ) Investing activities: Payments for the costs of solar energy systems ( 966,580 ) ( 815,188 ) ( 806,365 ) Business combination, net of cash acquired 537,242 ( 2,722 ) — Purchase of equity method investment ( 65,356 ) — — Purchases of property and equipment, net ( 3,095 ) ( 25,345 ) ( 4,951 ) Net cash used in investing activities ( 497,789 ) ( 843,255 ) ( 811,316 ) Financing activities: Proceeds from state tax credits, net of recapture 5,683 2,253 10,887 Proceeds from issuance of recourse debt 182,700 185,450 17,000 Repayment of recourse debt ( 191,525 ) ( 192,965 ) ( 17,000 ) Proceeds from issuance of non-recourse debt 751,493 1,181,549 980,544 Repayment of non-recourse debt ( 399,459 ) ( 670,508 ) ( 517,594 ) Payment of debt fees ( 14,083 ) ( 28,687 ) ( 24,849 ) Proceeds from pass-through financing and other obligations 8,701 9,140 217,082 Early repayment of pass-through financing obligations — ( 7,597 ) — Payment of finance lease obligations ( 10,578 ) ( 13,919 ) ( 9,025 ) Contributions received from noncontrolling interests and redeemable noncontrolling interests 818,061 711,914 345,147 Distributions paid to noncontrolling interests and redeemable noncontrolling interests ( 111,223 ) ( 76,654 ) ( 78,398 ) Acquisition of noncontrolling interests ( 2,694 ) ( 4,600 ) — Net proceeds related to stock-based award activities 48,664 16,196 12,592 Proceeds from shares issued in connection with a subscription agreement 75,000 — — Repurchase of common stock — ( 5,000 ) — Net cash provided by financing activities 1,160,740 1,106,572 936,386 Net change in cash and restricted cash 344,979 58,830 62,609 Cash and restricted cash, beginning of period 363,229 304,399 241,790 Cash and restricted cash, end of period $ 708,208 $ 363,229 $ 304,399 Supplemental disclosures of cash flow information Cash paid for interest $ 119,626 $ 99,472 $ 76,313 Cash paid for income taxes $ — $ — $ — Supplemental disclosures of noncash investing and financing activities Purchases of solar energy systems and property and equipment included in accounts payable and accrued expenses $ 66,433 $ 51,719 $ 27,169 Right-of-use assets obtained in exchange for finance lease liabilities $ 4,265 $ 17,914 $ 14,302 The accompanying notes are an integral part of these consolidated financial statements. 81 Sunrun Inc. Notes to Consolidated Financial Statements Note 1. Organization Sunrun Inc. (“Sunrun” or the “Company”) was originally formed in 2007 as a California limited liability company and was converted into a Delaware corporation in 2008. The Company is engaged in the design, development, installation, sale, ownership and maintenance of residential solar energy systems (“Projects”) in the United States. Sunrun acquires customers directly and through relationships with various solar and strategic partners (“Partners”). The Projects are constructed either by Sunrun or by Sunrun’s Partners and are owned by the Company. Sunrun’s customers enter into an agreement to utilize the solar system (“Customer Agreement”) which typically has an initial term of 20 or 25 years. Sunrun monitors, maintains and insures the Projects. The Company also sells solar energy systems and products, such as panels and racking and solar leads generated to customers. The Company has formed various subsidiaries (“Funds”) to finance the development of Projects. These Funds, structured as limited liability companies, obtain financing from outside investors and purchase or lease Projects from Sunrun under master purchase or master lease agreements. The Company currently utilizes three legal structures in its investment Funds, which are referred to as: (i) pass-through financing obligations, (ii) partnership-flips and (iii) joint venture (“JV”) inverted leases. Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect the accounts and operations of the Company and those of its subsidiaries, including Funds, in which the Company has a controlling financial interest. Beginning October 8, 2020, our consolidated subsidiaries include Vivint Solar, Inc. ("Vivint Solar"). The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity. However, a controlling financial interest may also exist in entities, such as variable interest entities (“VIEs”), through arrangements that do not involve controlling voting interests. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 810 (“ASC 810”) Consolidation , the Company consolidates any VIE of which it is the primary beneficiary. The primary beneficiary, as defined in ASC 810, is the party that has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to determine whether it continues to be the primary beneficiary. The consolidated financial statements reflect the assets and liabilities of VIEs that are consolidated. All intercompany transactions and balances have been eliminated in consolidation. Beginning in the quarter ended March 31, 2020, a strain of coronavirus (COVID-19) has spread throughout the world, and at this point, the extent to which the coronavirus may impact operations of the Company is uncertain. The extent of the impact of the coronavirus on the Company's business and operations will depend on several factors, such as the duration, severity, and geographic spread of the outbreak. The Company is monitoring the evolving situation closely and evaluating its potential exposure. Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company regularly makes estimates and assumptions, including, but not limited to, revenue recognition constraints that result in variable consideration, the discount rate used to adjust the promised amount of consideration for the effects of a significant financing component, the estimates that affect the collectability of accounts receivable, the valuation of inventories, the useful lives of solar energy systems, the useful lives of property and equipment, the valuation and useful lives of intangible assets, the effective interest rate used to amortize pass-through financing obligations, the discount rate uses for operating and financing leases, the fair value of contingent consideration, the fair value of assets acquired and liabilities assumed in a business combination, the valuation of stock-based compensation, the determination of valuation allowances associated with deferred tax assets, the fair value of debt instruments disclosed and the redemption value of redeemable noncontrolling 82 Sunrun Inc. Notes to Consolidated Financial Statements — Continued interests. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. In light of the uncertain impact COVID-19 could have on the Company's business, the Company's estimates may change in the future. Actual results may differ from such estimates. Segment Information The Company has one operating segment with one business activity, providing solar energy services and products to customers. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who manages operations on a consolidated basis for purposes of allocating resources. When evaluating performance and allocating resources, the CODM reviews financial information presented on a consolidated basis. Revenue from external customers (including, but not limited to homeowners) for each group of similar products and services is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Customer agreements $ 432,527 $ 345,486 $ 272,672 Incentives 51,633 42,349 131,794 Customer agreements and incentives 484,160 387,835 404,466 Solar energy systems 269,866 283,429 186,512 Products 168,165 187,314 169,003 Solar energy systems and product sales 438,031 470,743 355,515 Total revenue $ 922,191 $ 858,578 $ 759,981 Revenue from Customer Agreements includes payments by customers for the use of the system as well as utility and other rebates assigned by the customer to the Company in the Customer Agreement. Revenue from incentives includes revenue from the sale of commercial investment tax credits ("Commercial ITCs") and solar renewable energy credits (“SRECs”). Cash and Restricted Cash Cash consists of bank deposits held in checking and savings accounts. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company has exposure to credit risk to the extent cash balances exceed amounts covered by federal deposit insurance. The Company believes that its credit risk is not significant. Restricted cash represents amounts related to obligations under certain financing transactions and future replacement of solar energy system components. The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows. Cash and restricted cash consists of the following (in thousands): December 31, 2020 2019 2018 Cash $ 519,965 $ 269,577 $ 226,625 Restricted cash, current and long-term 188,243 93,652 77,774 Total $ 708,208 $ 363,229 $ 304,399 As a result of the acquisition of Vivint Solar on October 8, 2020, cash and restricted cash increased by $ 537.2 million. 83 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Accounts Receivable Accounts receivable consist of amounts due from customers as well as state and utility rebates due from government agencies and utility companies. Under Customer Agreements, the customers typically assign incentive rebates to the Company. Accounts receivable are recorded at net realizable value. The Company maintains allowances for the applicable portion of receivables using the expected credit loss model. The Company estimates expected credit losses from doubtful accounts based upon the expected collectability of all accounts receivables, which takes into account the number of days past due, collection history, identification of specific customer exposure, current economic trends, and management’s expectation of future economic conditions. Once a receivable is deemed to be uncollectible, it is written off. In 2020, 2019 and 2018, the Company recorded provisions for credit losses of $ 7.2 million, $ 3.4 million and $ 3.4 million, respectively, and wrote-off uncollectible receivables of $ 5.4 million, $ 2.0 million and $ 2.8 million, respectively. Accounts receivable, net consists of the following (in thousands): December 31, 2020 2019 Customer receivables $ 97,723 $ 79,899 Other receivables 710 23 Rebates receivable 1,569 957 Allowance for credit losses ( 4,861 ) ( 3,151 ) Total $ 95,141 $ 77,728 State Tax Credits Receivable State tax credits receivable are recognized upon submission of the state income tax return. Inventories Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventories consist of raw materials such as photovoltaic panels, inverters and mounting hardware as well as miscellaneous electrical components that are sold as-is by the distribution operations and used in installations and work-in-process. Work-in-process primarily relates to solar energy systems that will be sold to customers, which are partially installed and have yet to meet the criteria for revenue recognition. For solar energy systems where the Company performs the installation, the Company commences transferring component parts from inventories to construction-in-progress, a component of solar energy systems, once a lease contract with a lease customer has been executed and the component parts have been assigned to a specific project. Additional costs incurred including labor and overhead are recorded within construction in progress. The Company periodically reviews inventories for unusable and obsolete items based on assumptions about future demand and market conditions. Based on this evaluation, provisions are made to write inventories down to their market value. Solar Energy Systems, net The Company records solar energy systems subject to signed Customer Agreements and solar energy systems that are under installation as solar energy systems, net on its consolidated balance sheet. Solar energy systems, net is comprised of system equipment costs related to solar energy systems, less accumulated depreciation and amortization. Depreciation on solar energy systems is calculated on a straight-line basis over the estimated useful lives of the systems of 35 years. The Company periodically reviews its estimated useful life and recognizes changes in estimates by prospectively adjusting depreciation expense. Inverters and batteries are depreciated over their estimated useful life of 10 years. Solar energy systems under construction will be depreciated as solar energy systems subject to signed Customer Agreements when the respective systems are completed and interconnected. 84 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Property and Equipment, net Property and equipment, net consists of leasehold improvements, furniture, computer hardware and software, machinery and equipment and automobiles. All property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property and equipment is depreciated on a straight-line basis over the following periods: Leasehold improvements Lesser of 6 years or lease term Furniture 5 years Computer hardware and software 3 years Machinery and equipment 5 years or lease term Automobiles Lease term Capitalization of Software Costs For costs incurred in the development of internal use software, the Company capitalizes costs incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life. Additional costs of $ 2.0 million, $ 2.6 million and $ 2.5 million were capitalized in 2020, 2019 and 2018, respectively. Intangible Assets, net Finite-lived intangible assets are initially recorded at fair value and are subsequently presented net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 5 - 10 years Developed technology 5 years Trade names 5 - 8 years Impairment of Long-Lived Assets The carrying amounts of the Company’s long-lived assets, including solar energy systems and intangible assets subject to depreciation and amortization, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Factors that are considered in deciding when to perform an impairment review would include significant negative industry or economic trends and significant changes or planned changes in the use of the assets. Recoverability of these assets is measured by comparison of the carrying amount of each asset group to the future undiscounted cash flows the asset group is expected to generate over its remaining life. If the asset group is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset group. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. The Company has recognized no material impairments of its long-lived assets in any of the periods presented. Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. Goodwill is reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount may be impaired. The Company has determined that it operates as one reporting unit and the Company’s goodwill is recorded at the enterprise level. The Company performs its annual impairment test of goodwill on October 1 of each fiscal year or whenever events or circumstances change or occur that would indicate that goodwill might be impaired. When assessing goodwill for impairment, the Company uses qualitative and if necessary, quantitative methods in accordance with FASB ASC Topic 350, Goodwill . The Company also considers its enterprise value and if necessary, discounted cash flow model, which involves assumptions and 85 Sunrun Inc. Notes to Consolidated Financial Statements — Continued estimates, including the Company’s future financial performance, weighted average cost of capital and interpretation of currently enacted tax laws. Circumstances that could indicate impairment and require the Company to perform a quantitative impairment test include a significant decline in the Company’s financial results, a significant decline in the Company’s enterprise value relative to its net book value, an unanticipated change in competition or the Company’s market share and a significant change in the Company’s strategic plans. As of October 1, 2020, the Company concluded that the fair value of the Company exceeded its carrying value. Deferred Revenue When the Company receives consideration, or when such consideration is unconditionally due, from a customer prior to delivering goods or services to the customer under the terms of a Customer Agreement, the Company records deferred revenue. Such deferred revenue consists of amounts for which the criteria for revenue recognition have not yet been met and includes amounts that are collected or assigned from customers, including upfront deposits and prepayments, and rebates. Deferred revenue relating to financing components represents the cumulative excess of interest expense recorded on financing component elements over the related revenue recognized to date and will eventually net to zero by the end of the initial term. Amounts received related to the sales of SRECs which have not yet been delivered to the counterparty are recorded as deferred revenue. The opening balance of deferred revenue was $ 591.6 million as of December 31, 2018. Deferred revenue consists of the following (in thousands): December 31, 2020 2019 Under Customer Agreements: Payments received $ 614,906 $ 558,630 Financing component balance 51,835 44,874 666,741 603,504 Under SREC contracts: Payments received 126,793 122,680 Financing component balance 5,742 3,315 132,535 125,995 Total $ 799,276 $ 729,499 In the years ended December 31, 2020, 2019 and 2018, the Company recognized revenue of $ 80.3 million, $ 69.4 million and $ 52.9 million, respectively, from amounts included in deferred revenue at the beginning of the respective periods. Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized and includes deferred revenue as well as amounts that will be invoiced and recognized as revenue in future periods. Contracted but not yet recognized revenue was approximately $ 11.0 billion as of December 31, 2020, of which the Company expects to recognize approximately 6 % over the next 12 months. The annual recognition is not expected to vary significantly over the next 10 years as the vast majority of existing Customer Agreements have at least 10 years remaining, given that the average age of the Company's fleet of residential solar energy systems under Customer Agreements is less than 4 years due to the Company being formed in 2007 and having experienced significant growth in the last few years. The annual recognition on these existing contracts will gradually decline over the midpoint of the Customer Agreements over the following 10 years as the typical 20 - or 25 -year initial term expires on individual Customer Agreements. In March 2019, deferred revenue increased by $ 95.5 million arising from the Company's sale of the right to SRECs to be generated over the next 10 to 15 years by a group of solar energy systems. In connection with the sale, the Company repaid debt previously drawn against the rights to these SRECs. 86 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Deferred Grants Deferred grants consist of U.S. Treasury grants and state tax credits. The Company applied for a renewable energy technologies income tax credit offered by one of the states in the form of a cash payment and deferred the tax credit as a grant on the consolidated balance sheets. The Company records the grants as deferred grants and recognizes the benefit on a straight-line basis over the estimated depreciable life of the associated assets as a reduction in Cost of customer agreements and incentives. Warranty Accrual The Company accrues warranty costs when revenue is recognized for solar energy systems sales, based on the estimated future costs of meeting its warranty obligations. Warranty costs primarily consist of replacement costs for supplies and labor costs for service personnel since warranties for equipment and materials are covered by the original manufacturer’s warranty (other than a small deductible in certain cases). As such, the warranty reserve is immaterial in all periods presented. The Company makes and revises these estimates based on the number of solar energy systems under warranty, the Company’s historical experience with warranty claims, assumptions on warranty claims to occur over a systems’ warranty period and the Company’s estimated replacement costs. A warranty is provided for solar systems sold and leased. However, for the solar energy systems under Customer Agreements, the Company does not accrue a warranty liability because those systems are owned by consolidated subsidiaries of the Company. Instead, any repair costs on those solar energy systems are expensed when they are incurred as a component of customer agreements and incentives costs of revenue. Solar Energy Performance Guarantees The Company guarantees to customers certain specified minimum solar energy production output for solar facilities over the initial term of the Customer Agreements. The Company monitors the solar energy systems to determine whether these specified minimum outputs are being achieved. Annually or every two years, depending on the terms of the Customer Agreement, the Company will refund a portion of electricity payments to a customer if his or her solar energy production output was less than the performance guarantee. The Company considers this a variable component that offsets the transaction price. Derivative Financial Instruments The Company recognizes all derivative instruments on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive loss if a derivative is designated as part of a hedge transaction. The ineffective portion of the hedge, if any, is immediately recognized in earnings and are included in other (expenses) income, net in the consolidated statements of operations. The Company uses derivative financial instruments, primarily interest rate swaps, to manage its exposure to interest rate risks on its syndicated term loans, which are recognized on the balance sheet at their fair values. On the date that the Company enters into a derivative contract, the Company formally documents all relationships between the hedging instruments and the hedged items, as well as its risk management objective and strategy for undertaking each hedge transaction. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as either a freestanding asset or liability. Changes in the fair value of a derivative that is designated and qualifies as an effective cash flow hedge are recorded in accumulated other comprehensive loss, net of tax, until earnings are affected by the variability of cash flows of the hedged item. Any derivative gains and losses that are not effective in hedging the variability of expected cash flows of the hedged item or that do not qualify for hedge accounting treatment are recognized directly into income. At the hedge’s inception and at least quarterly thereafter, a formal assessment is performed to determine whether changes in cash flows of the derivative instrument have been highly effective in offsetting changes in the cash flows of the hedged items and whether they are expected to be highly effective in the future. The Company discontinues hedge accounting prospectively when (i) it determines that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item; (ii) the derivative expires or is sold, terminated, or exercised; or (iii) management determines that designating the derivative as a hedging instrument is no longer appropriate. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the derivative instrument is carried at its fair market value on the balance sheet with the changes in fair value recognized in current period earnings. The remaining balance in accumulated other 87 Sunrun Inc. Notes to Consolidated Financial Statements — Continued comprehensive loss associated with the derivative that has been discontinued is not recognized in the income statement unless it is probable that the forecasted transaction will not occur. Such amounts are recognized in earnings when earnings are affected by the hedged transaction. Fair Value of Financial Instruments The Company defines fair value as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses valuation approaches to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. The FASB establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; • Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level 3—Inputs that are unobservable, significant to the measurement of the fair value of the assets or liabilities and are supported by little or no market data. The Company’s financial instruments include cash, receivables, accounts payable, accrued expenses, distributions payable to noncontrolling interests, derivatives, contingent consideration, and recourse and non-recourse debt. Revenue Recognition The Company recognizes revenue when control of goods or services is transferred to its customers, in an amount that reflects the consideration it expected to be entitled to in exchange for those goods or services. Customer agreements and incentives Customer agreements and incentives revenue is primarily comprised of revenue from Customer Agreements in which the Company provides continuous access to a functioning solar system and revenue from the sales of SRECs generated by the Company’s solar energy systems to third parties. The Company begins to recognize revenue on Customer Agreements when permission to operate ("PTO") is given by the local utility company or on the date daily operation commences if utility approval is not required. Revenue recognition does not necessarily follow the receipt of cash. For Customer Agreements that include a fixed fee per month which entitles the customer to any and all electricity generated by the system, and for which the Company’s obligation is to provide continuous access to a functioning solar energy system, the Company recognizes revenue evenly over the time that it satisfies its performance obligations, which is over the initial term of Customer Agreements. For Customer Agreements that charge a fixed price per kilowatt hour, and for which the Company’s obligation is the provision of electricity from a solar energy system, revenue is recognized based on the actual amount of power generated at rates specified under the contracts. Customer Agreements typically have an initial term of 20 or 25 years. After the initial contract term, Customer Agreements typically automatically renew on an annual basis. SREC revenue arises from the sale of environmental credits generated by solar energy systems and is generally recognized upon delivery of the SRECs to the counterparty or upon reporting of the electricity generation. For pass-through financing obligation Funds, the value attributable to the monetization of Commercial ITCs are recognized in the period a solar system is granted PTO - see Note 14, Pass-through Financing Obligations . In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money when the timing of payments provides it with a significant benefit of financing the transfer of goods or services to the customer. In those circumstances, the contract contains a significant financing component. When adjusting the promised amount of consideration for a significant financing component, the 88 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Company uses the discount rate that would be reflected in a separate financing transaction between the entity and its customer at contract inception and recognizes the revenue amount on a straight-line basis over the term of the Customer Agreement, and interest expense using the effective interest rate method. Consideration from customers is considered variable due to the performance guarantee under Customer Agreements and liquidating damage provisions under SREC contracts in the event minimum deliveries are not achieved. Performance guarantees provide a credit to the customer if the system's cumulative production, as measured on various PTO anniversary dates, is below the Company's guarantee of a specified minimum. Revenue is recognized to the extent it is probable that a significant reversal of such revenue will not occur. The Company capitalizes incremental costs incurred to obtain a contract in Other Assets in the consolidated balance sheets. These amounts are amortized on a straight-line basis over the term of the Customer Agreements, and are included in Sales and marketing in the consolidated statements of operations. Solar energy systems and product sales For solar energy systems sold to customers when the solar energy system passes inspection by the authority having jurisdiction, which inspection generally occurs after installation but prior to PTO, at which time the Company has met the performance obligation in the contract. For solar energy system sales that include delivery obligations up until interconnection to the local power grid with permission to operate, the Company recognizes revenue at PTO. The Company’s installation Projects are typically completed in less than twelve months. Product sales consist of solar panels, racking systems, inverters, other solar energy products sold to resellers, roofing services, fees for extended services on solar energy systems sold to customers and customer leads. Product sales revenue is recognized at the time when control is transferred, upon shipment. Customer lead revenue, included in product sales, is recognized at the time the lead is delivered. Taxes assessed by government authorities that are directly imposed on revenue producing transactions are excluded from solar energy systems and product sales. Cost of Revenue Customer agreements and incentives Cost of revenue for customer agreements and incentives is primarily comprised of (1) the depreciation of the cost of the solar energy systems, as reduced by amortization of deferred grants, (2) solar energy system operations, monitoring and maintenance costs including associated personnel costs, and (3) allocated corporate overhead costs. Solar energy systems and product sales Cost of revenue for solar energy systems and non-lead generation product sales consist of direct and indirect material and labor costs for solar energy systems installations and product sales. Also included are engineering and design costs, estimated warranty costs, freight costs, allocated corporate overhead costs, vehicle depreciation costs and personnel costs associated with supply chain, logistics, operations management, safety and quality control. Cost of revenue for lead generations consists of costs related to direct-response advertising activities associated with generating customer leads. Research and development Expense Research and development expenses include personnel costs, allocated overhead costs, and other costs related to the development of the Company’s proprietary technology. 89 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Stock-Based Compensation The Company grants stock options and restricted stock units (“RSUs”) for its equity incentive plan and employee stock purchase plan. Stock-based compensation to employees is measured based on the grant date fair value of the awards and recognized over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of stock options and employee stock purchase plans awards granted using the Black-Scholes option-valuation model. Upon completion of the acquisition of Vivint Solar, all outstanding equity awards under Vivint Solar's equity incentive plans were automatically converted to Sunrun equity awards with the number of shares underlying such awards (and, in the case of stock options, the applicable exercise price) adjusted based on the exchange ratio of 0.55 shares of Sunrun common stock per share of Vivint Solar common stock and the fair value was also updated in accordance with ASC 718, Stock Compensation. Compensation cost is recognized over the vesting period of the applicable award using the straight-line method for those options expected to vest. For performance-based equity compensation awards, the Company generally recognizes compensation expense for each vesting tranche over the related performance period. The Company also grants RSUs to non-employees that vest upon the satisfaction of both performance and service conditions. For RSUs granted to non-employees that vest upon the satisfaction of a performance condition, the Company starts recognizing expense on the RSUs when the performance condition is met. Noncontrolling Interests and Redeemable Noncontrolling Interests Noncontrolling interests represent investors’ interests in the net assets of the Funds that the Company has created to finance the cost of its solar energy systems subject to the Company’s Customer Agreements. The Company has determined that the contractual provisions in the funding arrangements represent substantive profit sharing arrangements. The Company has further determined that the appropriate methodology for attributing income and loss to the noncontrolling interests and redeemable noncontrolling interests each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the noncontrolling interests and redeemable noncontrolling interests in the consolidated statements of operations reflect changes in the amounts the investors would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements of these arrangements, which are based on the investors' tax capital accounts, assuming the net assets of these funding structures were liquidated at recorded amounts. The Company’s initial calculation of the investor’s noncontrolling interest in the results of operations of these funding arrangements is determined as the difference in the noncontrolling interests’ claim under the HLBV method at the start and end of each reporting period, after taking into account any capital transactions, such as contributions or distributions, between the Fund and the investors. The Company classifies certain noncontrolling interests with redemption features that are not solely within the control of the Company outside of permanent equity on its consolidated balance sheets. Redeemable noncontrolling interests are reported using the greater of their carrying value as determined by the HLBV method or their estimated redemption value at each reporting date. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements and tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided against deferred tax assets to the extent that it is more likely than not that the deferred tax asset will not be realized. The Company is subject to the provisions of ASC 740, Income Taxes , which establishes consistent thresholds as it relates to accounting for income taxes. It defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more likely than not” to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50% likely to be realized. Management has analyzed the Company’s inventory of tax positions with respect to all applicable income tax issues for all open tax years (in each respective jurisdiction). 90 Sunrun Inc. Notes to Consolidated Financial Statements — Continued The Company sells solar energy systems to the Funds. As the Funds are consolidated by the Company, the gain on the sale of the solar energy systems is not recognized in the consolidated financial statements. However, this gain is recognized for tax reporting purposes. The Company accounts for the income tax consequences of these intra-entity transfers, both current and deferred, as a component of income tax expense and deferred tax liability, net during the period in which the transfers occur. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. The statute of limitations for the tax returns varies by jurisdiction. Concentrations of Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable, which includes rebates receivable. The associated risk of concentration for cash is mitigated by banking with institutions with high credit ratings. At certain times, amounts on deposit exceed Federal Deposit Insurance Corporation insurance limits. The Company does not require collateral or other security to support accounts receivable. To reduce credit risk, management performs periodic credit evaluations and ongoing evaluations of its customers’ financial condition. Rebates receivable are due from various states and local governments as well as various utility companies. The Company considers the collectability risk of such amounts to be low. The Company is not dependent on any single customer. The Company’s customers under Customer Agreements are primarily located in California, Arizona, New Jersey, Hawaii, New York, Maryland and Massachusetts. The loss of a customer would not adversely impact the Company’s operating results or financial position. The Company depends on a limited number of suppliers of solar panels and other system components. During the years ended December 31, 2020 and 2019, the solar materials purchases from the top five suppliers were approximately $ 297.7 million and $ 180.1 million, respectively. Recently Issued and Adopted Accounting Standards Accounting standards adopted January 1, 2018: In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging, Targeted Improvements to Accounting for Hedging Activities , which expands an entity's ability to hedge nonfinancial and financial risk components, eliminates the requirement to separately measure and report hedge ineffectiveness, and aligned the recognition and presentation of the effects of hedging instruments in the financial statements. The Company adopted ASU 2017-12 effective October 1, 2018, with the retrospective adjustment applicable to prior periods of $ 2.0 million included as a cumulative-effect adjustment recorded to accumulated other comprehensive loss and retained earnings as of January 1, 2018. Accounting standards adopted January 1, 2019: In February 2018, the FASB issued Accounting Standards Update ("ASU") No. 2018-02, Income Statement -- Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows companies to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The Company adopted ASU No. 2018-02 effective January 1, 2019, which resulted in an adjustment of $ 0.7 million for the reclassification, as reflected in its consolidated statement of redeemable noncontrolling interests and equity. The Company uses the aggregate portfolio approach when reclassifying stranded tax effects from accumulated other comprehensive income. 91 Sunrun Inc. Notes to Consolidated Financial Statements — Continued In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting , which is intended to align the accounting for share-based payment awards issued to employees and nonemployees, however, this amendment does not apply to instruments issued in a financing transaction nor to equity instruments granted to a customer under a contract in the scope of Topic 606. Currently, performance conditions are recognized once the performance conditions are met. Under this new amendment, equity-classified nonemployee share-based payments will be measured at the grant-date fair value and will be recognized based on the probable outcome of the performance conditions. This ASU is effective for fiscal periods beginning after December 15, 2018. The Company adopted ASU No. 2018-07 effective January 1, 2019, and there was no material impact to its consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements . This amendment makes changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification. The majority of the amendments in ASU 2018-09 are effective for periods beginning after December 15, 2018. The Company adopted ASU No. 2018-09 effective January 1, 2019, and there was no material impact to its consolidated financial statements. Accounting standards adopted January 1, 2020: In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments , which replaces the current incurred loss impairment methodology with a current expected credit losses model. The amendment applies to entities that hold financial assets and net investment in leases that are not accounted for at fair value through net income as well as loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company adopted ASU No. 2016-13 effective January 1, 2020, using a modified retrospective transition method, which resulted in a cumulative-effect adjustment of $ 1.2 million for the establishment of a credit loss allowance for unbilled receivables related to Customer Agreements, as reflected in its consolidated statement of redeemable noncontrolling interests and stockholders' equity. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements on fair value measurements as part of its disclosure framework project. Under this amendment, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. However, for Level 3 fair value measurements, disclosures around the range and weighted average used to develop significant unobservable inputs will be required. The Company adopted ASU No. 2018-13 effective January 1, 2020, and there was no impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Topic 350, Intangibles—Goodwill and Other, to determine which implementation costs to capitalize as assets or expense as incurred. This ASU is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company prospectively adopted ASU No. 2018-15 effective January 1, 2020, and there was no adoption date impact to its consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities , which aligns the evaluation of decision-making fees under the variable interest entity guidance. Under this new guidance, in order to determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportionate basis. This ASU is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and must be applied retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. The Company adopted ASU No. 2018-17 effective January 1, 2020, and there was no impact to its consolidated financial statements. 92 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Accounting standards to be adopted: In November 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) , which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to the guidance in ASC 740. This ASU is effective for fiscal periods beginning after December 15, 2020. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates that are expected to be discontinued because of reference rate reform. This ASU is available for adoption as of the beginning of the interim period that includes March 12, 2020 through December 31, 2022, as contract modifications or hedging relationships entered into or evaluated after December 31, 2022 are excluded unless an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. For the Company’s cash flow hedges in which the designated hedged risk is LIBOR or another rate that is expected to be discontinued, the Company has adopted the portion of the guidance that allows it to assert that it remains probable that the hedged forecasted transaction will occur. The Company is currently evaluating the remainder of this guidance and the impact it may have on the Company's consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40) , simplifies the accounting for convertible instruments and the application of the derivatives scope exception for contracts in an entity’s own equity. This ASU is effective for fiscal periods beginning after December 15, 2021. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , which permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by reference rate reform. This ASU is effective upon issuance and can generally be applied through December 31, 2022. The Company is currently evaluating this guidance and the impact it may have on the Company’s consolidated financial statements. Note 3. Acquisitions Omni Energy, LLC In July 2019, the Company acquired a specified customer pipeline and assembled workforce from Omni Energy, LLC (“Omni”), an existing solar integrator with multi-family solar project origination and development capabilities. The purchase consideration for the assets acquired was approximately $ 23.5 million, consisting of $ 2.7 million in cash upfront and $ 20.8 million representing the fair value of contingent consideration based upon new solar system installations through 2022. The Company estimated the fair value of the contingent consideration at the acquisition date using a probability-weighted discounted cash flow methodology. The estimated range of outcomes (undiscounted) was from $ 17.7 million to $ 28.9 million. The total fair value of the assets acquired of $ 23.5 million is comprised of an intangible asset related to customer relationships of $ 14.2 million with estimated useful life of five years , and goodwill of $ 9.3 million. Customer relationships were valued with level 3 inputs. The Company reassesses the valuation assumptions each reporting period, with any changes in the fair value accounted for in sales and marketing expense within the consolidated statements of operations. The fair value of the contingent consideration as of December 31, 2020 and 2019 was $ 4.7 million and $ 11.8 million, respectively. The fair value of the assets acquired and liabilities assumed was finalized during 2020 and resulted in no additional adjustments. 93 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. Goodwill recorded is primarily attributable to the acquired assembled workforce and synergies achieved through the elimination of redundant costs. There was no revenue contributed from the acquired business to the Company, as measured from the date of the acquisition through December 31, 2019. The portion of the total expenses and net income associated with the acquired business was not separately identifiable due to the integration with the Company’s operations. Due to the nature of the acquisition, the operations acquired and the related unaudited pro forma information are immaterial. Vivint Solar, Inc. On October 8, 2020, the Company completed the acquisition of Vivint Solar, a leading full-service residential solar provider in the United States, at an estimated purchase price of $ 5.0 billion, pursuant to an Agreement and Plan of Merger, dated as of July 6, 2020, by and among the Company, Vivint Solar and Viking Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into Vivint Solar, with Vivint Solar continuing as the surviving corporation (the “Merger”). As a result of the Merger, Vivint Solar became a direct wholly owned subsidiary of the Company. The calculation of the purchase price is as follows (in thousands, except for share, per share and ratio amounts): Vivint Solar outstanding common stock at October 8, 2020 126,313,816 Exchange ratio 0.55 Number of Sunrun shares issued 69,472,599 Per share price of Sunrun common stock at October 8, 2020 $ 70.54 Fair value of Sunrun common stock issued 4,900,597 Fair value of replacement Sunrun stock options and restricted stock units 136,919 Purchase price $ 5,037,516 Transaction costs of $ 25.5 million were expensed as incurred in general and administrative expense in the Company's consolidated statements of operations. The results of Vivint Solar have been included in the Company's consolidated financial statements since the acquisition date. For the year ended December 31, 2020, the revenue and net loss from Vivint Solar recognized in the Company's consolidated statement of operations were $ 81.3 million and $ 167.7 million, respectively. Fair values assigned to assets acquired and liabilities assumed are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives and the expected future cash flows and related discount rates, can materially impact the Company's results of operations. Specifically, the Company used discounted cash flow models to value the solar energy systems and the noncontrolling interests in subsidiaries. Inputs used for the models were Level 3 inputs and included the amount of cash flows, the expected period of the cash flows and the discount rates. The fair value of the assumed debt instruments was based on rates offered for debt with similar maturities and terms on October 8, 2020 and its fair value fell under the Level 2 hierarchy. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period (a period not to exceed 12 months) in 2021. The Company is in the process of finalizing its third-party valuations of solar energy systems; thus, the provisional measurements of solar energy systems, goodwill and deferred income tax assets are subject to change as additional information is received and certain tax returns are finalized. 94 Sunrun Inc. Notes to Consolidated Financial Statements — Continued The following table sets forth the purchase accounting for Vivint Solar’s identifiable tangible and intangible assets acquired and liabilities assumed, with the excess recorded as goodwill (in thousands): Assets acquired: Cash and cash equivalents $ 433,217 Accounts receivable 29,207 Inventories 70,028 Solar energy systems 2,979,304 Property and equipment 19,308 Intangible assets 3,900 Restricted cash, current and non-current 104,025 Prepaid expenses and other assets, current and non-current 110,402 Total assets acquired 3,749,391 Liabilities assumed: Accrued liabilities, accounts payable and distributions payable 177,092 Finance lease obligations, current and non-current 8,408 Deferred revenue, current and long-term 32,604 Debt, current and long-term 2,191,831 Pass-through financing obligation, current and non-current 4,759 Long-term deferred tax liability 92,792 Other long-term liabilities 101,764 Total liabilities assumed 2,609,250 Net assets acquired, excluding goodwill 1,140,141 Redeemable non-controlling interests in subsidiaries 58,300 Non-controlling interests in subsidiaries 229,400 Total other 287,700 Total preliminary estimated purchase price 5,037,516 Goodwill $ 4,185,075 Goodwill represents a significant portion of the purchase price for Vivint Solar and is primarily attributable to the acquired assembled workforce and expected synergies from combining operations. Goodwill is not expected to be deductible for tax purposes. The following table shows selected unaudited pro forma condensed combined total revenue and earnings of the Company after giving effect to the Merger. The selected unaudited pro forma condensed combined total revenue and earnings for the twelve months ended December 31, 2020 and 2019 give effect to the Merger if it occurred on January 1, 2019, the first day of the Company’s 2019 fiscal year (in thousands). Year Ended December 31, 2020 2019 Total revenues $ 1,234,352 $ 1,198,759 Net loss $ ( 971,554 ) $ ( 886,774 ) 95 Sunrun Inc. Notes to Consolidated Financial Statements — Continued The unaudited pro forma financial information includes adjustments to give effect to pro forma events that are directly attributable to the acquisition. The pro forma financial information includes adjustments to amortization and depreciation for solar energy systems, share based compensation, the effect of acquisition on deferred costs and revenues and noncontrolling interests, and transaction costs related to the acquisition. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations of future periods. The unaudited pro forma financial information does not give effect to the potential impact of current financial conditions, regulatory matters, or any anticipated synergies, operating efficiencies, or cost savings that may be associated with the acquisition. Note 4. Fair Value Measurement At December 31, 2020 and 2019, the carrying value of receivables, accounts payable, accrued expenses and distributions payable to noncontrolling interests approximates fair value due to their short-term nature and falls under the Level 2 hierarchy. The carrying values and fair values of debt instruments are as follows (in thousands): December 31, 2020 December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value Recourse debt $ 230,660 $ 230,660 $ 239,485 $ 239,485 Senior debt 1,722,730 1,733,767 625,519 626,023 Subordinated debt 934,386 958,880 513,938 524,581 Securitization debt 1,908,369 2,012,283 875,998 931,320 Total $ 4,796,145 $ 4,935,590 $ 2,254,940 $ 2,321,409 At December 31, 2020 and 2019, the fair value of the Company’s lines of credit, and certain senior, subordinated, and SREC loans approximate their carrying values because their interest rates are variable rates that approximate rates currently available to the Company. At December 31, 2020 and 2019, the fair value of the Company’s other debt instruments are based on rates currently offered for debt with similar maturities and terms. The Company’s fair value of the debt instruments fell under the Level 2 hierarchy. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market. At December 31, 2020 and 2019, financial instruments measured at fair value on a recurring basis, based upon the fair value hierarchy are as follows (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 5,218 $ — $ 5,218 Total $ — $ 5,218 $ — $ 5,218 Derivative liabilities: Interest rate swaps $ — $ 175,444 $ — $ 175,444 Total $ — $ 175,444 $ — $ 175,444 Contingent consideration: Contingent consideration: $ — $ — $ 4,653 $ 4,653 Total $ — $ — $ 4,653 $ 4,653 96 Sunrun Inc. Notes to Consolidated Financial Statements — Continued December 31, 2019 Level 1 Level 2 Level 3 Total Derivative assets: Interest rate swaps $ — $ 683 $ — $ 683 Total $ — $ 683 $ — $ 683 Derivative liabilities: Interest rate swaps $ — $ 64,361 $ — $ 64,361 Total $ — $ 64,361 $ — $ 64,361 Contingent consideration: Contingent consideration: $ — $ — $ 11,809 $ 11,809 Total $ — $ — $ 11,809 $ 11,809 The above balances are recorded in other assets and other liabilities, respectively, in the consolidated balance sheets, except for $ 0.1 million as of December 31, 2020, which is recorded in prepaid and other assets and $ 23.9 million as of December 31, 2020, which is recorded in accrued expenses and other liabilities. The Company determines the fair value of its interest rate swaps using a discounted cash flow model that incorporates an assessment of the risk of non-performance by the interest rate swap counterparty and an evaluation of the Company’s credit risk in valuing derivative instruments. The valuation model uses various inputs including contractual terms, interest rate curves, credit spreads and measures of volatility. The Company recorded contingent consideration in connection with the Omni business combination, which is dependent on the achievement of specified deployment milestones associated with the number of solar systems installed through 2022. The Company determined the fair value of the contingent consideration using a probability-weighted expected return methodology that considers the timing and probabilities of achieving these milestones and uses discount rates that reflect the appropriate cost of capital. Contingent consideration was valued with level 3 inputs. The Company reassesses the valuation assumptions each reporting period, with any changes in the fair value accounted for in the consolidated statements of operations. The following table summarizes the activity of Level 3 contingent consideration balance in the year ended December 31, 2020 (in thousands): Balance recorded in connection with business acquisition $ 20,800 Gains recognized in earnings within sales and marketing expense ( 2,271 ) Payable for solar systems that have met deployment milestones ( 6,720 ) Balance at December 31, 2019 11,809 Change in fair value recognized in earnings within sales and marketing expense ( 6,030 ) Payable for solar systems that have met deployment milestones ( 1,126 ) Balance at December 31, 2020 $ 4,653 97 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Note 5. Inventories Inventories consist of the following (in thousands): December 31, 2020 2019 Raw materials $ 241,095 $ 239,449 Work-in-process 41,950 21,122 Total $ 283,045 $ 260,571 The Internal Revenue Service (“IRS”) provided taxpayers a safe harbor opportunity to retain access to the pre-step down tax credit amounts through specific rules released in Notice 2018-59. The Company has sought to avail itself of the safe harbor by incurring certain costs and taking title in in the year the Company took delivery, for tax purposes, of the underlying inventory and/or by performing physical work on components that will be installed in solar facilities. There was approximately $ 73.0 million and $ 132.6 million for the years ended December 31, 2020 and 2019, respectively, related to the safe harbor program within raw materials. Note 6. Solar Energy Systems, net Solar energy systems, net consists of the following (in thousands): December 31, 2020 2019 Solar energy system equipment costs $ 7,839,427 $ 4,510,677 Inverters 883,785 471,471 Total solar energy systems 8,723,212 4,982,148 Less: accumulated depreciation and amortization ( 914,551 ) ( 692,218 ) Add: construction-in-progress 394,127 202,685 Total solar energy systems, net $ 8,202,788 $ 4,492,615 All solar energy systems, including construction-in-progress, have been leased to or are subject to signed Customer Agreements with customers. The Company recorded depreciation expense related to solar energy systems of $ 225.9 million, $ 167.9 million and $ 139.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. The depreciation expense was reduced by the amortization of deferred grants of $ 8.2 million, $ 8.1 million and $ 7.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. Note 7. Property and Equipment, net Property and equipment, net consists of the following (in thousands): December 31, 2020 2019 Machinery and equipment $ 8,860 $ 7,907 Leasehold improvements, furniture, and computer hardware 42,614 34,951 Vehicles 68,245 65,663 Computer software 37,997 35,329 Total property and equipment 157,716 143,850 Less: Accumulated depreciation and amortization ( 95,534 ) ( 87,142 ) Total property and equipment, net $ 62,182 $ 56,708 Depreciation and amortization expense was $ 20.0 million, $ 22.6 million and $ 20.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. 98 Note 8. Goodwill and Intangible Assets, net The goodwill and intangible assets were acquired as part of the acquisition of Mainstream Energy Corporation, which included AEE Solar and its racking business SnapNrack; Clean Energy Experts, LLC; Omni Energy, LLC; and Vivint Solar. The change in the carrying value of goodwill is as follows (in thousands): Balance—January 1, 2018 $ 87,543 Acquisition of Omni (Note 3) 7,551 Balance—December 31, 2019 95,094 Acquisition of Vivint Solar (Note 3) $ 4,185,075 Balance—December 31, 2020 $ 4,280,169 The Company performs its annual impairment test of goodwill on October 1 of each fiscal year or whenever events or circumstances change or occur that would indicate that goodwill might be impaired. The Company has determined that it has one reporting unit. There was no impairment of goodwill during the years ended December 31, 2020, 2019 and 2018, respectively. Intangible assets, net as of December 31, 2020 consist of the following (in thousands, except weighted average remaining life): Cost Accumulated amortization Carrying value Weighted average remaining life (in years) Customer relationships $ 32,770 $ ( 15,349 ) $ 17,421 3.6 Developed technology 6,820 ( 6,820 ) — — Trade names 6,990 ( 6,149 ) 841 2.3 Total $ 46,580 $ ( 28,318 ) $ 18,262 Intangible assets, net as of December 31, 2019 consist of the following (in thousands, except weighted average remaining life): Cost Accumulated amortization Carrying value Weighted average remaining life (in years) Customer relationships $ 28,870 $ ( 10,837 ) $ 18,033 4.3 Developed technology 6,820 ( 6,525 ) 295 0.3 Trade names 6,990 ( 5,775 ) 1,215 3.3 Total $ 42,680 $ ( 23,137 ) $ 19,543 99 The Company recorded amortization of intangible assets expense of $ 5.2 million, $ 4.8 million and $ 4.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, expected amortization of intangible assets for each of the five succeeding fiscal years and thereafter is as follows (in thousands): 2021 $ 5,371 2022 5,364 2023 4,673 2024 2,269 2025 585 Thereafter — Total $ 18,262 Note 9. Other Assets Other assets consist of the following (in thousands): December 31, 2020 2019 Costs to obtain contracts - customer agreements $ 377,839 $ 268,964 Costs to obtain contracts - incentives 2,481 2,481 Accumulated amortization of costs to obtain contracts ( 51,365 ) ( 36,925 ) Unbilled receivables 150,603 105,574 Allowance for credit loss on unbilled receivables ( 1,731 ) ( 1,228 ) Operating lease right-of-use assets 81,516 34,678 Equity method investment 65,356 — Other assets 56,966 34,859 Total $ 681,665 $ 408,403 The Company recorded amortization of costs to obtain contracts of $ 14.4 million and $ 11.8 million for the years ended December 31, 2020 and 2019, respectively, in the sales and marketing expense. The majority of unbilled receivables arise from fixed price escalators included in the Company’s long-term Customer Agreements. The escalator is included in calculating the total estimated transaction value for an individual Customer Agreement. The total estimated transaction value is then recognized over the term of the Customer Agreement. The amount of unbilled receivables increases while cumulative billings for an individual Customer Agreement are less than the cumulative revenue recognized for that Customer Agreement. Conversely, the amount of unbilled receivables decreases when the actual cumulative billings becomes higher than the cumulative revenue recognized. At the end of the initial term of a Customer Agreement, the cumulative amounts recognized as revenue and billed to date are the same, therefore the unbilled receivable balance for an individual Customer Agreement will be zero. As a result of the adoption of ASU No. 2016-13, an allowance for credit loss on unbilled receivables was established as of January 1, 2020. The Company applies an estimated loss-rate in order to determine the current expected credit loss for unbilled receivables. The estimated loss-rate is determined by analyzing historical credit losses, residential first and second mortgage foreclosures and consumers' utility default rates, as well as current economic conditions. The Company reviews individual customer collection status of electricity billings to determine whether the unbilled receivables for an individual customer should be written off, including the possibility of a service transfer to a potential new homeowner. 100 Note 10. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following (in thousands): December 31, 2020 2019 Accrued employee compensation $ 91,115 $ 38,750 Operating lease obligations 21,461 9,790 Accrued interest 38,340 13,048 Accrued professional fees 15,834 4,732 Other accrued expenses 158,864 82,177 Total $ 325,614 $ 148,497 Note 11. Indebtedness As of December 31, 2020 and 2019, respectively, debt consisted of the following (in thousands, except percentages): December 31, 2020 December 31, 2019 Unused Borrowing Capacity (1) Weighted Average Interest Rate at December 31, 2020 (2) Weighted Average Interest Rate at December 31, 2019 (2) Contractual Interest Rate (3) Contractual Maturity Date Recourse debt Bank Line of Credit (4) $ 230,660 $ 239,485 $ — 3.53 % 5.36 % LIBOR + 3.25 % April 2022 Total recourse debt 230,660 239,485 — Non-recourse debt (5) Senior revolving and delayed draw loans (6)(7) 587,600 157,200 99,429 2.85 % 4.40 % LIBOR + 2.50 % - 3.10 % March 2023 - October 2027 Senior non-revolving loans 1,087,386 476,909 — 3.68 % 4.16 % 4.50 % - 6.50 %; LIBOR + 2.125 % - 3.00 % April 2022 - November 2040 Subordinated delayed draw loans 282,722 — 56,963 8.43 % N/A 8.00 % - 10.00 % May 2023 - October 2032 Subordinated loans (8) 668,642 526,825 — 8.76 % 9.04 % 9.25 % - 10.00 %; LIBOR + 5.00 % - 9.00 % March 2023 - January 2042 Securitized loans 1,885,981 902,891 — 4.18 % 4.36 % 2.33 % - 5.31 %; LIBOR + 2.50 % August 2023 - February 2055 Total nonrecourse debt 4,512,331 2,063,825 156,392 Total recourse and nonrecourse debt 4,742,991 2,303,310 156,392 Plus: Debt premium 108,779 — — Less: Debt discount ( 55,625 ) ( 48,370 ) — Total debt, net $ 4,796,145 $ 2,254,940 $ 156,392 (1) Represents the additional amount the Company could borrow, if any, based on the state of its existing assets as of December 31, 2020. (2) Reflects weighted average contractual, unhedged rates. See Note 12, Derivatives for hedge rates. (3) Ranges shown reflect fixed interest rate and rates using LIBOR as applicable. (4) This syndicated working capital facility with banks has a total commitment up to $ 250.0 million and is secured by substantially all of the unencumbered assets of the Company, as well as ownership interests in certain subsidiaries of the Company. Loans under this facility bear interest at LIBOR + 3.25 % per annum or Base Rate + 2.25 % per annum. The Base Rate is the highest of the Federal Funds Rate + 0.50 %, the Prime Rate, or LIBOR + 1.00 %. Subject to various restrictive covenants, such as the completion and presentation of audited consolidated financial statements, maintaining a minimum unencumbered liquidity of at least $ 25.0 101 million at the end of each calendar month, maintaining quarter end liquidity to be at least $ 35.0 million, and maintaining a minimum interest coverage ratio of 3.50 or greater, measured quarterly as of the last day of each quarter. The Company was in compliance with all debt covenants as of December 31, 2020. (5) Certain loans under this category are part of project equity transactions. (6) A loan within this category, with an outstanding balance of $ 60.0 million as of December 31, 2020 is recourse to Vivint Solar Inc., a wholly owned subsidiary of the Company, and is non-recourse to the Company. Under this loan, the Company may incur up to an aggregate principal amount of $ 200.0 million in revolver borrowings. Borrowings under this revolving loan may be designated as base rate loans or LIBOR loans, subject to certain terms and conditions. Base rate loans accrue interest at a rate per year equal to 2.25 % plus the highest of (i) the federal funds rate plus 0.50 %, (ii) Bank of America, N.A.’s published “prime rate,” and (iii) LIBOR rate plus 1.00 %, subject to a 0.00 % floor. LIBOR loans accrue interest at a rate per annum equal to 3.25 % plus the fluctuating rate of interest equal to LIBOR or a comparable successor rate approved by the administrative agent, subject to a 0.00 % floor. In addition to customary covenants for these type of facilities, the Company is subject to financial covenants and is required to have unencumbered cash and cash equivalents at the end of each fiscal quarter of at least the greater of (i) $ 30.0 million and (ii) the amount of unencumbered liquidity to be maintained by Vivint Solar, Inc. in accordance with any loan documents governing recourse debt facilities of Vivint Solar Inc. As of December 31, 2020, Vivint Solar, Inc. did not have any recourse debt facilities other than the facility described in this paragraph. (7) Pursuant to the terms of the aggregation facilities within this category the Company may draw up to an aggregate principal amount of $ 1.1 billion in revolver borrowings depending on the available borrowing base at the time. (8) A loan under this category with an outstanding balance of $ 123.4 million as of December 31, 2020 contains a put option that can be exercised beginning in 2036 that would require the Company to pay off the entire loan on November 30, 2037. Senior and Subordinated Debt Facilities Each of the Company's senior and subordinated debt facilities contain customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. Each of the senior and subordinated debt facilities also contain certain provisions in the event of default that entitle lenders to take certain actions including acceleration of amounts due under the facilities and acquisition of membership interests and assets that are pledged to the lenders under the terms of the senior and subordinated debt facilities. The facilities are non-recourse to the Company and are secured by net cash flows from Customer Agreements or inventories less certain operating, maintenance and other expenses that are available to the borrower after distributions to tax equity investors, where applicable. Under the terms of these facilities, the Company's subsidiaries pay interest and principal from the net cash flows available to the subsidiaries. The Company was in compliance with all debt covenants as of December 31, 2020. Securitization Loans Each of the Company's securitized loans contains customary covenants including the requirement to provide reporting to the indenture trustee and ratings agencies. Each of the securitized loans also contain certain provisions in the event of default which entitle the indenture trustee to take certain actions including acceleration of amounts due under the facilities and acquisition of membership interests and assets that are pledged to the lenders under the terms of the securitized loans. The facilities are non-recourse to the Company and are secured by net cash flows from Customer Agreements less certain operating, maintenance and other expenses which are available to the borrower after distributions to tax equity investors, where applicable. Under the terms of these loans, the Company's subsidiaries pay interest and principal from the net cash flows available to the subsidiaries. The Company was in compliance with all debt covenants as of December 31, 2020. 102 Maturities of Indebtedness The aggregate future principal payments for debt as of December 31, 2020 are as follows (in thousands): 2021 $ 190,212 2022 342,044 2023 819,298 2024 565,439 2025 400,586 Thereafter 2,425,412 Subtotal 4,742,991 Plus: Debt premium 108,779 Less: Debt discount ( 55,625 ) Total $ 4,796,145 Note 12. Derivatives Interest Rate Swaps The Company uses interest rate swaps to hedge variable interest payments due on certain of its term loans and aggregation facility. These swaps allow the Company to incur fixed interest rates on these loans and receive payments based on variable interest rates with the swap counterparty based on the one or three month LIBOR on the notional amounts over the life of the swaps. Certain interest rate swaps have been designated as cash flow hedges. The credit risk adjustment associated with these swaps is the risk of non-performance by the counterparties to the contracts. In the year ended December 31, 2020, the majority of hedge relationships on the Company’s interest rate swaps have been assessed as highly effective as the quarterly assessment performed determined changes in cash flows of the derivative instruments have been highly effective in offsetting the changes in the cash flows of the hedged items and are expected to be highly effective in the future. Accordingly, changes in the fair value of these derivatives are recorded as a component of accumulated other comprehensive income, net of income taxes. Changes in the fair value of these derivatives are subsequently reclassified into earnings, and are included in interest expense, net in the Company’s statements of operations, in the period that the hedged forecasted transactions affects earnings. To the extent that the hedge relationships are not effective, changes in the fair value of these derivatives are recorded in other expenses, net in the Company's statements of operations on a prospective basis. The Company’s master netting and other similar arrangements allow net settlements under certain conditions. When those conditions are met, the Company presents derivatives at net fair value. As of December 31, 2020, the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Notional Amount (1) Assets: Derivatives $ 5,218 $ ( 19 ) $ 5,199 $ 357,875 Liabilities: Derivatives ( 175,444 ) 19 ( 175,425 ) 1,987,126 Total $ ( 170,226 ) $ — $ ( 170,226 ) $ 2,345,001 (1) Comprised of 52 interest rate swaps which effectively fix the LIBOR portion of interest rates on outstanding balances of certain loans under the senior and securitized sections of the debt footnote table (see Note 11, Indebtedness ) at 0.57 % to 3.33 % per annum. These swaps mature from April 30, 2021 to January 31, 2043. 103 As of December 31, 2019, the information related to these offsetting arrangements were as follows (in thousands): Instrument Description Gross Amounts of Recognized Assets / Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets / Liabilities Included in the Consolidated Balance Sheet Notional Amount Assets: Derivatives $ 683 $ ( 615 ) $ 68 $ 11,605 Liabilities: Derivatives ( 64,361 ) 615 ( 63,746 ) 1,161,092 Total $ ( 63,678 ) $ — $ ( 63,678 ) $ 1,172,697 The losses (gains) on derivatives designated as cash flow hedges recognized into OCI, before tax effect, consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Derivatives designated as cash flow hedges: Interest rate swaps $ 86,367 $ 65,809 $ ( 8,602 ) The losses (gains) on derivatives financial instruments recognized into the consolidated statements of operations, before tax effect, consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Interest expense, net Other expense, net Interest expense, net Other expense, net Interest expense, net Other expense, net Derivatives designated as cash flow hedges: Interest rate swaps Losses (gains) reclassified from AOCI into income $ 12,971 $ — $ ( 785 ) $ — $ 295 $ ( 7,549 ) Derivatives not designated as cash flow hedges: Interest rate swaps Gains recognized into income — ( 2,911 ) — — — — Total losses (gains) $ 12,971 $ ( 2,911 ) $ ( 785 ) $ — $ 295 $ ( 7,549 ) All amounts in Accumulated other comprehensive income (loss) ("AOCI") in the consolidated statements of redeemable noncontrolling interests and equity relate to derivatives, refer to the consolidated statements of comprehensive (loss) income. The net (loss) gain on derivatives includes the tax effect of $ 19.4 million, $ 17.7 million and $ 0.4 million for the twelve months ended December 31, 2020, 2019 and 2018, respectively. During the next 12 months, the Company expects to reclassify $ 28.2 million of net losses on derivative instruments from accumulated other comprehensive income to earnings. There were six undesignated derivative instruments recorded by the Company as of December 31, 2020. 104 Note 13. Pass-Through Financing Obligations The Company's pass-through financing obligations ("financing obligations") arise when the Company leases solar energy systems to Fund investors who are considered commercial customers under a master lease agreement, and these investors in turn are assigned the Customer Agreements with customers. The Company receives all of the value attributable to the accelerated tax depreciation and some or all of the value attributable to the other incentives. Given the assignment of operating cash flows, these arrangements are accounted for as financing obligations. The Company also sells the rights and related value attributable to the Commercial ITC to these investors. Under these financing obligation arrangements, wholly owned subsidiaries of the Company finance the cost of solar energy systems with investors for an initial term of typically 20 or 22 years, and one fund with an initial term of 7 years. The solar energy systems are subject to Customer Agreements with an initial term of typically 20 or 25 years that automatically renew on an annual basis. These solar energy systems are reported under the line item solar energy systems, net in the consolidated balance sheets. As of December 31, 2020 and 2019, the cost of the solar energy systems placed in service under the financing obligation arrangements was $ 715.5 million and $ 657.9 million, respectively. The accumulated depreciation related to these assets as of December 31, 2020 and 2019 was $ 120.2 million and $ 95.9 million, respectively. The investors make a series of large up-front payments and in certain cases subsequent smaller quarterly payments (lease payments) to the subsidiaries of the Company. The Company accounts for the payments received from the investors under the financing obligation arrangements as borrowings by recording the proceeds received as financing obligations on its consolidated balance sheets, and cash provided by financing activities in its consolidated statement of cash flows. These financing obligations are reduced over a period of approximately 22 years, or over seven years in the case of one fund, by customer payments under the Customer Agreements, U.S. Treasury grants (where applicable),) and proceeds from the contracted resale of SRECs as they are received by the investor. In addition, funds paid for the Commercial ITC value upfront are initially recorded as a refund liability and recognized as revenue as the associated solar system reaches PTO. The Commercial ITC value is reflected in cash provided by operations on the consolidated statement of cash flows. The Company accounts for the Customer Agreements and any related U.S. Treasury grants as well as the resale of SRECs consistent with the Company’s revenue recognition accounting policies as described in Note 2, Summary of Significant Accounting Policies. Interest is calculated on the financing obligations using the effective interest rate method. The effective interest rate, which is adjusted on a prospective basis, is the interest rate that equates the present value of the estimated cash amounts to be received by the investor over the lease term with the present value of the cash amounts paid by the investor to the Company, adjusted for amounts received by the investor. The financing obligations are nonrecourse once the associated assets have been placed in service and all the contractual arrangements have been assigned to the investor. Under the majority of the financing obligations, the investor has a right to extend its right to receive cash flows from the customers beyond the initial term in certain circumstances. Depending on the arrangement, the Company has the option to settle the outstanding financing obligation on the ninth or eleventh anniversary of the Fund inception at a price equal to the higher of (a) the fair value of future remaining cash flows or (b) the amount that would result in the investor earning their targeted return. In several of these financing obligations, the investor has an option to require repayment of the entire outstanding balance on the tenth anniversary of the Fund inception at a price equal to the fair value of the future remaining cash flows. Under the majority of the financing obligations, the Company is responsible for services such as warranty support, accounting, lease servicing and performance reporting to customers. As part of the warranty and performance guarantee with the customers in applicable funds, the Company guarantees certain specified minimum annual solar energy production output for the solar energy systems leased to the customers, which the Company accounts for as disclosed in Note 2, Summary of Significant Accounting Policies. 105 Note 14. VIE Arrangements The Company consolidated various VIEs at December 31, 2020 and 2019. The carrying amounts and classification of the VIEs’ assets and liabilities included in the consolidated balance sheets are as follows (in thousands): December 31, 2020 2019 Assets Current assets Cash $ 219,502 $ 133,362 Restricted cash 34,559 2,746 Accounts receivable, net 35,152 21,956 Inventories 23,306 15,721 Prepaid expenses and other current assets 2,629 554 Total current assets 315,148 174,339 Solar energy systems, net 6,748,127 3,259,712 Other assets 127,591 87,151 Total assets $ 7,190,866 $ 3,521,202 Liabilities Current liabilities Accounts payable $ 15,609 $ 11,531 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 28,577 16,012 Accrued expenses and other liabilities 24,660 10,740 Deferred revenue, current portion 44,906 38,265 Deferred grants, current portion 1,007 1,011 Non-recourse debt, current portion 31,594 4,901 Total current liabilities 146,353 82,460 Deferred revenue, net of current portion 493,161 443,873 Deferred grants, net of current portion 25,891 27,023 Non-recourse debt, net of current portion 1,160,817 201,575 Other liabilities 31,745 19,633 Total liabilities $ 1,857,967 $ 774,564 As a result of the acquisition of Vivint Solar on October 8, 2020, the Company added 35 VIE funds. The Company holds a variable interest in an entity that provides the noncontrolling interest with a right to terminate the leasehold interests in all of the leased projects on the tenth anniversary of the effective date of the master lease. In this circumstance, the Company would be required to pay the noncontrolling interest an amount equal to the fair market value, as defined in the governing agreement of all leased projects as of that date. The Company holds certain variable interests in nonconsolidated VIEs established as a result of seven pass-through Fund arrangements as further explained in Note 14, Pass-Through Financing Obligations . The Company does not have material exposure to losses as a result of its involvement with the VIEs in excess of the amount of the pass-through financing obligation recorded in the Company’s consolidated financial statements. The Company is not considered the primary beneficiary of these VIEs. Note 15. Redeemable Noncontrolling Interests During certain specified periods of time (the “Early Exit Periods”), noncontrolling interests in certain funding arrangements have the right to put all of their membership interests to the Company (the “Put Provisions”). During a specific period of time (the “Call Periods”), the Company has the right to call all membership units of the related redeemable noncontrolling interests. 106 The carrying value of redeemable noncontrolling interests was greater than the redemption value except for fifteen and nine Funds at December 31, 2020 and 2019, respectively, where the carrying value has been adjusted to the redemption value. There was a $ 70.3 million difference between the fair value of the noncontrolling interests and redeemable noncontrolling interests acquired at the date of the merger with Vivint Solar and the noncontrolling interests and redeemable noncontrolling interests balances as calculated using the HLBV method of accounting, which will remain in NCI until a realization event occurs. Note 16. Stockholders’ Equity Convertible Preferred Stock The Company did no t have any convertible preferred stock issued and outstanding as of December 31, 2020 and 2019. The Company did no t declare or pay any dividends in 2020, 2019 or 2018. Common Stock The Company has reserved sufficient shares of common stock for issuance upon the exercise of stock options and the exercise of warrants. Common stockholders are entitled to dividends if and when declared by the board of directors, subject to the prior rights of the preferred stockholders. As of December 31, 2020, no common stock dividends had been declared by the board of directors. The Company has reserved shares of common stock for issuance as follows (in thousands): December 31, 2020 2019 Stock plans Shares available for grant Vivint's 2014 Equity Incentive Plan 8,940 — 2015 Equity Incentive Plan 15,033 14,828 2015 Employee Stock Purchase Plan 8,216 6,522 Options outstanding 8,019 10,784 Restricted stock units outstanding 7,103 3,943 Total 47,311 36,077 Stock Repurchase Program In November 2019, the Company's board of directors approved a stock repurchase program authorizing the Company to repurchase up to $ 50.0 million of its common stock from time to time over the next three years . Stock repurchases under this program may be made through open market transactions, negotiated purchases or otherwise, at times and in such amounts as the Company considers appropriate and in accordance with applicable regulations of the Securities and Exchange Commission. The timing of repurchases and the number of shares repurchased will depend on a variety of factors including price, regulatory requirements, and other market conditions. The Company may limit, amend, suspend, or terminate the stock repurchase program at any time without prior notice. Any shares repurchased under the program will be returned to the status of authorized, but unissued shares of common stock. During 2019, the Company repurchased 368,996 shares for approximately $ 5.0 million. There were no such repurchases in 2020. 107 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Note 17. Stock-Based Compensation 2013 Equity Incentive Plan In July 2013, the Board of Directors approved the 2013 Equity Incentive Plan (“2013 Plan”). In March 2015, the Board of Directors authorized an additional 3,000,000 shares reserved for issuance under the 2013 Plan. An aggregate of 4,500,000 shares of common stock are reserved for issuance under the 2013 Plan plus (i) any shares that were reserved but not issued under the plan that was previously in place, and (ii) any shares subject to stock options or similar awards granted under the plan that was previously in place that expire or otherwise terminate without having been exercised in full and shares issued that are forfeited to or repurchased by the Company, with the maximum number of shares to be added to the 2013 Plan pursuant to clauses (i) and (ii) equal to 8,044,829 shares. Stock options granted to employees generally have a maximum term of ten-years and vest over a four-year period from the date of grant; 25 % vest at the end of one year , and 75 % vest monthly over the remaining three years . The options may include provisions permitting exercise of the option prior to full vesting. Any unvested shares shall be subject to repurchase by the Company at the original exercise price of the option in the event of a termination of an optionee’s employment prior to vesting. All the remaining shares that were available for future grants under the 2013 Plan were transferred to the 2015 Equity Incentive Plan (“2015 Plan”) at the inception of the 2015 Plan. As of December 31, 2020, the Company had not granted restricted stock or other equity awards (other than options) under the 2013 Plan. 2014 Equity Incentive Plan In August 2014, the Board approved Sunrun's 2014 Equity Incentive Plan (“Sunrun 2014 Plan”). An aggregate of 947,342 shares of common stock are reserved for issuance under the Sunrun 2014 Plan. The Sunrun 2014 Plan was adopted to accommodate a broader transaction with a sales entity and to allow for similar transactions in the future. In July 2015, the Board approved an increase in the number of shares of common stock reserved to 1,197,342 . As of July 2015, the Company granted all 1,197,342 restricted stock units (“RSUs”) available under the Sunrun 2014 Plan. Vivint Solar 2014 Equity Incentive Plan Upon completion of the Merger, the Company may grant equity awards through the Vivint Solar 2014 Equity Incentive Plan (“Vivint Solar 2014 Plan”). Under the Vivint Solar 2014 Plan, the Company may grant stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance stock units, performance shares and performance awards to its employees, directors and consultants, and its parent and subsidiary corporations’ employees and consultants. As of December 31, 2020, a total of 8.9 million shares of common stock were available for grant under the Vivint Solar 2014 Plan, subject to adjustment in the case of certain events. In addition, any shares that otherwise would be returned to the Omnibus Plan (as defined below) as the result of the expiration or termination of stock options may be added to the Vivint Solar 2014 Plan. The number of shares available to grant under the Vivint Solar 2014 Plan is subject to an annual increase on the first day of each year. 2013 Omnibus Incentive Plan Vivint Solar’s 2013 Omnibus Incentive Plan (the “Omnibus Plan”) was terminated in connection with the adoption of the Vivint Solar 2014 Plan in September 2014, and accordingly no additional shares are available for issuance under the Omnibus Plan. The Omnibus Plan will continue to govern outstanding awards granted under the plan. The stock options outstanding under the Omnibus Plan have a ten-year contractual period. Long-term Incentive Plan In July 2013, Vivint Solar’s board of directors approved shares of common stock for six Long-term Incentive Plan Pools (“LTIP Pools”) that comprise the 2013 Long-term Incentive Plan (the “LTIP”). Participants in the LTIP are allocated a portion of the LTIP Pools relative to the performance of other participants on a measurement date that is determined once performance conditions are met. The Merger Agreement provided that the LTIP awards outstanding immediately prior to the Closing Date were cancelled and terminated and that subsequent to the Closing Date, each holder of a cancelled LTIP award would be granted an RSU award to be settled in shares of 108 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Sunrun common stock, with the number of shares underlying such award calculated as if the LTIP performance hurdles were achieved, with the Closing Date as the determination date. As a result, approximately 1.5 million shares of the Company common stock were awarded as RSUs to LTIP participants with a grant date equal to the Closing Date. These RSUs vest in three equal installments, subject to the grantee’s continued provision of services to the Company. One-third vested 30 days after the Closing Date, one-third will vest nine months after the Closing Date, and one-third will vest 18 months after the Closing Date. As of December 31, 2020, there are no remaining shares available for grant under the LTIP. 2015 Equity Incentive Plan In July 2015, the Sunrun Board approved the 2015 Plan. An aggregate of 11,400,000 shares of common stock are reserved for issuance under the 2015 Plan plus (i) any shares that were reserved but not issued under the 2013 Plan at the inception of the 2015 Plan, and (ii) any shares subject to stock options or similar awards granted under the 2008 Plan, 2013 Plan and 2014 Plan that expire or otherwise terminate without having been exercised in full and shares issued that are forfeited to or repurchased by the Company, with the maximum number of shares to be added to the 2015 Plan pursuant to clauses (i) and (ii) equal to 15,439,334 shares. The 2015 Plan provides for annual automatic increases on January 1 to the shares reserved for issuance. The automatic increase of the number of shares available for issuance under the 2015 Plan is equal to the least of 10 million shares, 4 % of the outstanding shares of common stock as of the last day of the Company’s immediately preceding fiscal year or such other amount as the Board of Directors may determine. In 2020 and 2019, the Board of Directors authorized an additional 4,738,048 and 4,525,946 shares reserved for issuance under the 2015 Plan, respectively. Stock options granted to employees generally have a maximum term of ten-years and vest over a four-year period from the date of grant; 25 % vest at the end of one year , and 75 % vest monthly over the remaining three years . The options may include provisions permitting exercise of the option prior to full vesting. Any unvested shares shall be subject to repurchase by the Company at the original exercise price of the option in the event of a termination of an optionee’s employment prior to vesting. RSUs granted to employees generally vest over a four-year period from the date of grant; 25 % vest at the end of one year , and 75 % vest quarterly over the remaining three years . Stock Options The following table summarizes the activity for all stock options under all of the Company’s equity incentive plans for the years ended December 31, 2020 and 2019 (shares and aggregate intrinsic value in thousands): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at December 31, 2018 13,590 $ 6.07 6.63 $ 66,462 Granted 1,362 15.44 Exercised ( 3,625 ) 5.48 Cancelled ( 543 ) 7.62 Outstanding at December 31, 2019 10,784 7.38 6.52 71,745 Assumed through acquisition 2,565 10.23 Granted 1,740 17.48 Exercised ( 6,608 ) 7.40 Cancelled ( 462 ) 9.36 Outstanding at December 31, 2020 8,019 $ 10.35 6.87 $ 473,371 Options vested and exercisable at December 31, 2020 4,277 $ 6.65 5.35 $ 268,284 Options vested and expected to vest at December 31, 2020 8,019 $ 10.35 6.87 $ 473,371 There were no unvested exercisable shares as of the year ended December 31, 2020 and 2019, which are subject to a repurchase option held by the Company at the original exercise price. These options became fully vested during the year ended December 31, 2019. 109 Sunrun Inc. Notes to Consolidated Financial Statements — Continued The weighted-average grant-date fair value of stock options granted during the year ended December 31, 2020, 2019 and 2018 were $ 9.33 , $ 8.27 and $ 4.21 per share, respectively. The total intrinsic value of the options exercised during the year ended December 31, 2020, 2019 and 2018 was $ 251.7 million, $ 37.8 million and $ 21.4 million, respectively. The aggregate intrinsic value is the difference of the current fair value of the stock and the exercise price for in-the-money stock options. The total fair value of options vested during the year ended December 31, 2020, 2019 and 2018 was $ 104.8 million, $ 9.5 million and $ 8.8 million, respectively. The Company estimates the fair value of stock-based awards on their grant date using the Black-Scholes option-pricing model. The Company estimates the fair value using a single-option approach and amortizes the fair value on a straight-line basis for options expected to vest. All options are amortized over the requisite service periods of the awards, which are generally the vesting periods. The Company estimated the fair value of stock options with the following assumptions: Year Ended December 31, 2020 2019 2018 Risk-free interest rate 0.30 % - 1.50 % 1.70 % - 2.59 % 2.72 % - 2.92 % Volatility 54.40 % - 59.70 % 52.90 % - 55.07 % 44.87 % - 54.61 % Expected term (in years) 5.30 - 6.10 6.10 - 6.12 6.09 - 6.11 Expected dividend yield 0.00 % 0.00 % 0.00 % The expected term assumptions were determined based on the average vesting terms and contractual lives of the options. The risk-free interest rate is based on the rate for a U.S. Treasury zero-coupon issue with a term that approximates the expected life of the option grant. For stock options granted in the year ended December 31, 2020, 2019 and 2018, the Company considered the volatility data of a group of publicly traded peer companies in its industry. The Company accounts for forfeitures as they occur and, as such, reverses compensation cost previously recognized in the period the award is forfeited, for an award that is forfeited before completion of the requisite service period . Restricted Stock Units In 2014, the Company granted a total of 947,342 RSUs subject to certain performance targets to a third party partner. As of December 31, 2017, 350,000 outstanding RSUs had a performance feature that is required to be satisfied before the option is vested. In March 2018, the Company amended the terms of all of these RSUs, such that the RSUs are deemed earned subject to a clawback provision that requires the holder of the RSUs to either forfeit all the RSUs or pay the Company repayment value for all RSUs that are not forfeited if the third party breaches the exclusivity provision of the parties’ commercial agreement. The exclusivity clawback provision for all of the RSUs expired in September 2019. The performance-based provision is considered substantive. As a result, the Company recognizes expense once the performance targets are met. The first performance target was met in 2015. The Company recognized $ 3.5 million in compensation expense in the year ended December 31, 2018 upon certain performance targets being met. 110 Sunrun Inc. Notes to Consolidated Financial Statements — Continued The following table summarizes the activity for all RSUs under all of the Company’s equity incentive plans for the years ended December 31, 2020 and 2019 (shares in thousands): Shares Weighted Average Grant Date Fair Value Unvested balance at December 31, 2018 4,182 $ 7.05 Granted 2,258 15.25 Issued ( 1,104 ) 6.83 Cancelled / forfeited ( 1,393 ) 8.14 Unvested balance at December 31, 2019 3,943 11.42 Assumed through acquisition 3,033 70.54 Granted 5,295 34.71 Issued ( 4,222 ) 30.10 Cancelled / forfeited ( 946 ) 32.08 Unvested balance at December 31, 2020 7,103 $ 40.17 Employee Stock Purchase Plan Under the Company's 2015 Employee Stock Purchase Plan (“ESPP”) (as amended in May 2017), eligible employees are offered shares bi-annually through a 24 month offering period which encompasses four six-month purchase periods. Each purchase period begins on the first trading day on or after May 15 and November 15 of each year. Employees may purchase a limited number of shares of the Company’s common stock via regular payroll deductions at a discount of 15 % of the lower of the fair market value of the Company’s common stock on the first trading date of each offering period or on the exercise date. Employees may deduct up to 15 % of payroll, with a cap of $ 25,000 of fair market value of shares in any calendar year and 10,000 shares per employee per purchase period. Under the ESPP, 1,000,000 shares of the Company’s common stock have been reserved for issuance to eligible employees. The ESPP provides for an automatic increase of the number of shares available for issuance under the ESPP on the first day of each fiscal year beginning on January 1, 2016, equal to the least of 5 million shares, 2 % of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year, or such other amount as may be determined by the Board of Directors. In 2020 and 2019, the Board of Directors authorized an additional 2,369,024 and 2,262,973 shares, respectively, reserved for issuance under the ESPP. Stock-Based Compensation Expense The Company recognized stock-based compensation expense, including ESPP expenses, in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cost of customer agreements and incentives $ 4,315 $ 2,434 $ 2,568 Cost of solar energy systems and product sales 1,582 844 718 Sales and marketing 53,366 5,162 7,191 Research and development 2,518 1,439 1,253 General and administration 108,806 16,427 16,126 Total $ 170,587 $ 26,306 $ 27,856 111 Sunrun Inc. Notes to Consolidated Financial Statements — Continued During the year ended December 31, 2020, stock-based compensation expense capitalized to the Company’s consolidated balance sheet was $ 6.5 million. As of December 31, 2020 and 2019, total unrecognized compensation cost related to outstanding stock options and RSUs was $ 280.1 million and $ 30.0 million, respectively, which are expected to be recognized over a weighted-average period of 1.5 years. Total unrecognized compensation cost includes the assumed unvested Vivint Solar awards to be recognized as stock-based compensation expense over the remaining requisite service period. Per ASC 805, the replacement of stock options or other share-based payment awards in conjunction with a business combination represents a modification of share-based payment awards that must be accounted for in accordance with ASC 718, Stock Compensation. As a result of the Company’s issuance of replacement awards, a portion of the fair-value-based measure of the replacement awards is included in the purchase consideration. To determine the portion of the replacement awards that is part of the purchase consideration, the Company measured the fair value of both the replacement awards and the historical awards as of the Acquisition Date. The fair value of the replacement awards, whether vested or unvested, was included in the purchase consideration to the extent that pre-acquisition services were rendered. In the year ended December 31, 2020, the Company recognized compensation cost of $ 30.8 million for modifications due to accelerated vesting of unvested outstanding shares for 21 grantees. 401(k) Plans The Sunrun 401(k) Plan and the Vivint Solar 401(k) Plan are deferred salary arrangements under Section 401(k) of the Internal Revenue Code. Under both the Sunrun and Vivint Solar 401(k) Plans, participating U.S. employees may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit ($ 19,500 for calendar year 2020). Under the Sunrun 401(k) Plan, the Company matches 100 % of the first 1 % and 50 % of the next 5 % of each employee's contributions. Under the Vivint Solar 401(k) Plan, the Company matches 33 % of each employee's contributions up to a maximum of 6 % of the employee’s eligible earnings. The Company recognized expense of $ 9.6 million and $ 8.5 million in the years ended December 31, 2020 and 2019, respectively. Note 18. Income Taxes The following table presents the loss (income) before income taxes for the periods presented (in thousands): For the Year Ended December 31, 2020 2019 2018 Loss (income) attributable to common stockholders $ 233,967 $ ( 18,117 ) $ ( 35,979 ) Loss attributable to noncontrolling interest and redeemable noncontrolling interests 453,554 417,357 286,843 Loss before income taxes $ 687,521 $ 399,240 $ 250,864 The income tax provision (benefit) consists of the following (in thousands): For the Year Ended December 31, 2020 2019 2018 Current Federal $ — $ ( 454 ) $ ( 1,100 ) State — ( 593 ) 292 Foreign ( 1,422 ) 1,435 — Total current (benefit) expense ( 1,422 ) 388 ( 808 ) Deferred Federal ( 61,387 ) ( 7,634 ) 1,995 State 2,236 ( 972 ) 8,135 Foreign — — — Total deferred (benefit) provision ( 59,151 ) ( 8,606 ) 10,130 Total $ ( 60,573 ) $ ( 8,218 ) $ 9,322 112 Sunrun Inc. Notes to Consolidated Financial Statements — Continued The following table represents a reconciliation of the statutory federal rate and the Company’s effective tax rate for the periods presented: For the Year Ended December 31, 2020 2019 2018 Tax provision (benefit) at federal statutory rate ( 21.00 ) % ( 21.00 ) % ( 21.00 ) % State income taxes, net of federal benefit ( 1.69 ) ( 0.97 ) 0.32 Effect of noncontrolling and redeemable noncontrolling interests 13.85 21.95 24.01 Stock-based compensation ( 2.98 ) ( 1.96 ) ( 1.77 ) ASC 740-10 Reserve — ( 0.11 ) — Tax credits ( 0.77 ) ( 0.99 ) ( 1.35 ) Effect of rate change — — — Effect of valuation allowance 3.45 0.40 3.04 Other 0.33 0.62 0.47 Total ( 8.81 ) % ( 2.06 ) % 3.72 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table represents the components of the Company’s deferred tax assets and liabilities for the periods presented (in thousands): December 31, 2020 2019 Deferred tax assets Accruals and prepaids $ 53,845 $ 19,704 Deferred revenue 17,736 11,229 Net operating loss carryforwards 529,394 347,997 Stock-based compensation 22,224 7,104 Investment tax and other credits 86,175 32,878 Interest Expense 16,627 12,394 Interest rate derivatives 53,057 18,988 Total deferred tax assets 779,058 450,294 Less: Valuation allowance ( 91,322 ) ( 12,120 ) Gross deferred tax assets 687,736 438,174 Deferred tax liabilities Capitalized costs to obtain a contract 93,441 66,247 Fixed asset depreciation and amortization 333,970 263,917 Deferred tax on investment in partnerships 342,230 173,974 Gross deferred tax liabilities 769,641 504,138 Net deferred tax liabilities $ ( 81,905 ) $ ( 65,964 ) The Company accounts for investment tax credits as a reduction of income tax expense in the year in which the credits arise. As of December 31, 2020, the Company has an investment tax credit carryforward of approximately $ 66.0 million which begins to expire in the year 2028, if not utilized, $ 1.0 million of California enterprise zone credits which begin to expire in the year 2023, and $ 1.9 million of other state tax credits which begin to expire in the year 2021. As of December 31, 2019, the Company has an investment tax credit carryforward of approximately $ 18.8 million and California enterprise zone credits of approximately $ 1.0 million. 113 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Generally, utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code (IRC) of 1986, as amended and similar state provisions. The Company performed an analysis to determine whether an ownership change under Section 382 of the Code had occurred and determined that only Vivint Solar, Inc. underwent an ownership change as of October 8, 2020. Valuation allowances are provided against deferred tax assets to the extent that it is more likely than not that the deferred tax asset will not be realized. The Company’s management considers all available positive and negative evidence including its history of operating income or losses, future reversals of existing taxable temporary difference, taxable income in carryback years and tax-planning strategies. The Company has concluded that it is more likely than not that the benefit from certain federal tax credits, state net operating loss carryforwards, and state tax credits will not be realized. In recognition of this risk, the Company has provided a valuation allowance of $ 91.3 million on the deferred tax assets relating to these federal tax credits, state net operating loss carryforwards, and state tax credits which is an increase of $ 79.2 million in 2020. The Company sells solar energy systems to investment Funds. As the investment Funds are consolidated by the Company, the gain on the sale of the assets has been eliminated in the consolidated financial statements. However, this gain is recognized for tax reporting purposes. The Company accounts for the income tax consequences of these intra-entity transfers, both current and deferred, as a component of income tax expense and deferred tax liability, net during the period in which the transfers occur. Uncertain Tax Positions The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. The statute of limitations for the tax returns varies by jurisdictions. We determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. We use a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We have analyzed the Company’s inventory of tax positions with respect to all applicable income tax issues for all open tax years (in each respective jurisdiction). The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes in the consolidated statements of operations. As a result of the acquisition of Vivint Solar, the Company established an unrecognized tax benefit of $ 1.0 million as of December 31, 2020 that, if recognized, would impact the Company’s effective tax rate. As a result of the expiration of statute of limitations, the Company had no uncertain tax positions as of December 31, 2019. The change in unrecognized tax benefits during 2020, 2019 and 2018, excluding penalties and interest, is as follows: For the Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits at beginning of the year $ — $ 647 $ 1,525 Reversal of prior year unrecognized tax benefits due to the expiration of the statute of limitations — ( 647 ) ( 878 ) Increases/(decreases) in unrecognized tax benefits as a result of tax positions taken during the prior period 961 — — Unrecognized tax benefits at end of the year $ 961 $ — $ 647 114 Sunrun Inc. Notes to Consolidated Financial Statements — Continued One of the Company’s investment funds covered by the Company’s 2018 insurance policy is currently being audited by the Internal Revenue Service (the “IRS”) in an audit involving a review of the fair market value determination of solar energy systems. If this audit results in an adverse finding, the Company may be subject to an indemnity obligation to its investor, which may result in certain out-of-pocket costs and increased insurance premiums in the future. The IRS audit is still ongoing, and the Company is unable to determine the potential tax liabilities, if any, at this time. The Company is subject to taxation and files income tax returns in the U.S., its territories, and various state and local jurisdictions. Due to the Company’s net losses, substantially all of its federal, state and local income tax returns since inception are still subject to audit. The following table summarizes the tax years that remain open and subject to examination by the tax authorities in the most significant jurisdictions in which the Company operates: Tax Years U.S. Federal 2017 - 2020 State 2016 - 2020 Net Operating Loss Carryforwards As a result of the Company’s net operating loss carryforwards as of December 31, 2020, the Company does not expect to pay income tax, including in connection with its income tax provision for the year ended December 31, 2020. As of December 31, 2020, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $ 720.7 million and $ 2.1 billion, respectively, which will begin to expire in 2028 for federal purposes and in 2024 for state purposes. In addition, federal and certain state net operating loss carryforwards generated in tax years beginning after December 31, 2017 total $ 1.1 billion and $ 176.3 million, respectively, and have indefinite carryover periods and do not expire. Note 19. Commitments and Contingencies Letters of Credit As of December 31, 2020 and 2019, the Company had $ 37.0 million and $ 20.1 million, respectively, of unused letters of credit outstanding, which carry fees of 2.13 % - 3.25 % per annum and 1.25 % - 3.25 % per annum, respectively. Guarantees Certain tax equity funds and debt facilities require the Company to maintain an aggregate amount of $ 30.0 million of unencumbered cash and cash equivalents at the end of each month. Operating and Finance Leases The Company leases real estate under non-cancellable operating leases and equipment under finance leases. The components of lease expense were as follows (in thousands): 115 Sunrun Inc. Notes to Consolidated Financial Statements — Continued For the Year Ended December 31, 2020 2019 2018 Finance lease cost: Amortization of right-of-use assets $ 10,151 $ 13,999 $ 11,884 Interest on lease liabilities 890 1,915 676 Operating lease cost 15,592 13,159 10,467 Short-term lease cost 689 1,349 732 Variable lease cost 4,135 3,565 3,112 Sublease income ( 782 ) ( 669 ) ( 572 ) Total lease cost $ 30,675 $ 33,318 $ 26,299 Other information related to leases was as follows (in thousands): For the Year Ended December 31, 2020 2019 2018 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 15,756 $ 11,516 $ 10,765 Operating cash flows from finance leases 854 991 482 Financing cash flows from finance leases 10,578 13,919 9,220 Right-of-use assets obtained in exchange for lease obligations: Operating leases 2,071 19,503 3,411 Finance leases 4,265 17,914 15,370 Weighted average remaining lease term (years): Operating leases 7.24 5.39 3.43 Finance leases 2.59 2.91 3.37 Weighted average discount rate: Operating leases 4.2 % 5.5 % 4.3 % Finance leases 4.3 % 4.2 % 4.3 % Future minimum lease commitments under non-cancellable leases as of December 31, 2020 were as follows (in thousands): Operating Leases Sublease Income Net Operating Leases Finance leases 2021 $ 25,451 $ 685 $ 24,766 $ 11,878 2022 20,116 35 20,081 8,540 2023 17,283 — 17,283 4,013 2024 12,229 — 12,229 889 2025 9,872 — 9,872 5 Thereafter 38,193 — 38,193 — Total future lease payments 123,144 720 122,424 25,325 Less: Amount representing interest ( 16,132 ) — ( 16,132 ) ( 1,359 ) Present value of future payments 107,012 720 106,292 23,966 Less: Amount for tenant incentives — — — — Revised Present value of future payments 107,012 720 106,292 23,966 Less: Current portion ( 21,461 ) — ( 21,461 ) ( 11,037 ) Long term portion $ 85,551 $ 720 $ 84,831 $ 12,929 116 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Purchase Commitment The Company entered into purchase commitments, which have the ability to be canceled without significant penalties, with multiple suppliers to purchase $ 56.9 million of photovoltaic modules, inverters and batteries by the end of 2022. Warranty Accrual The Company accrues warranty costs when revenue is recognized for solar energy systems sales, based on the estimated future costs of meeting its warranty obligations. Warranty costs primarily consist of replacement costs for supplies and labor costs for service personnel since warranties for equipment and materials are covered by the original manufacturer’s warranty (other than a small deductible in certain cases). As such, the warranty reserve is immaterial in all periods presented. The Company makes and revises these estimates based on the number of solar energy systems under warranty, the Company’s historical experience with warranty claims, assumptions on warranty claims to occur over a systems’ warranty period and the Company’s estimated replacement costs. A warranty is provided for solar systems sold and leased. However, for the solar energy systems under Customer Agreements, the Company does not accrue a warranty liability because those systems are owned by consolidated subsidiaries of the Company. Instead, any repair costs on those solar energy systems are expensed when they are incurred as a component of customer agreements and incentives costs of revenue. Commercial ITC Indemnification The Company is contractually committed to compensate certain investors for any losses that they may suffer in certain limited circumstances resulting from reductions in Commercial ITCs. Generally, such obligations would arise as a result of reductions to the value of the underlying solar energy systems as assessed by the Internal Revenue Service (the “IRS”). At each balance sheet date, the Company assesses and recognizes, when applicable, the potential exposure from this obligation based on all the information available at that time, including any audits undertaken by the IRS. One of the Company's investors is being audited by the IRS. Since this audit is ongoing, the Company is unable to determine the potential tax liabilities as of the filing date of this Annual Report on Form 10-K. The maximum potential future payments that the Company could have to make under this obligation would depend largely on the difference between the prices at which the solar energy systems were sold or transferred to the Funds (or, in certain structures, the fair market value claimed in respect of such systems (referred to as "claimed values")) and the eligible basis determined by the IRS. The Company set the purchase prices and claimed values based on fair market values determined with the assistance of an independent third-party appraisal with respect to the systems that generate Commercial ITCs that are passed-through to, and claimed by, the Fund investors. In April 2018, the Company purchased an insurance policy providing for certain payments by the insurers in the event there is any final determination (including a judicial determination) that reduced the Commercial ITCs claimed in respect of solar energy systems sold or transferred to most Funds through April 2018, or later, in the case of Funds added to the policy after such date. In general, the policy indemnifies the Company and related parties for additional taxes (including penalties and interest) owed in respect of lost Commercial ITCs, gross-up costs and expenses incurred in defending such claim, subject to negotiated exclusions from, and limitations to, coverage. Litigation The Company is subject to certain legal proceedings, claims, investigations and administrative proceedings in the ordinary course of its business. The Company records a provision for a liability when it is both probable that the liability has been incurred and the amount of the liability can be reasonably estimated. These provisions, if any, are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Depending on the nature and timing of any such proceedings that may arise, an unfavorable resolution of a matter could materially affect the Company’s future consolidated results of operations, cash flows or financial position in a particular period. On April 8, 2019, a putative class action captioned Loftus et al. v. Sunrun Inc., Case No. 3:19-cv-01608, was filed in the United States District Court, Northern District of California. The complaint generally alleges violations of the Telephone Consumer Protection Act (the “TCPA”) on behalf of an individual and putative classes of persons alleged to be similarly situated. Plaintiffs filed a First Amended Complaint on June 26, 2019, adding defendant MediaMix 365, LLC, also asserting individual and putative class claims under the TCPA, along with claims under the California Invasion of Privacy Act. In the amended version of their Complaint, plaintiffs seek statutory damages, equitable and injunctive relief, and attorneys’ fees and costs on behalf of themselves and the absent purported classes. Most, if not all, of the claims asserted in the lawsuit relate to activities allegedly engaged in by third-party 117 Sunrun Inc. Notes to Consolidated Financial Statements — Continued vendors, for which the Company denies any responsibility. While the Company believes that the claims against it are without merit, in view of the cost and risk of continuing to defend the action, it has reached an agreement with plaintiffs to settle the lawsuit on a class-wide basis for $ 5.5 million, which was accrued as of June 30, 2020, in exchange for a release of all claims that were or could have been asserted in the litigation. The settlement is subject to court approval. Preliminary approval was granted on September 25, 2020 and the court has scheduled the final approval hearing for May 6, 2021. In October 2019, two shareholders filed separate putative class actions in the U.S. District Court for the Eastern District of New York (Crumrine v. Vivint Solar, Inc. and Li v. Vivint Solar, Inc.) purportedly on behalf of themselves and all others similarly situated. The lawsuits purport to allege violations of Federal Securities Laws. In March 2020, the court consolidated the two actions and appointed lead plaintiffs and lead counsel to represent the alleged putative class. Subsequently, in December 2020, the Eastern District of New York transferred the case to the District of Utah, where it is now pending. Vivint Solar disputes the allegations in the complaint. The Company is unable to estimate a range of loss, if any, at this time. In December 2019, ten customers who signed residential power purchase agreements named Vivint Solar in a putative class action lawsuit captioned Dekker v. Vivint Solar, Inc. (N.D. Cal.), alleging that the agreements contain unlawful termination fee provisions. The Company disputes the allegations in the complaint. On January 17, 2020, Vivint Solar moved to compel arbitration with respect to nine of the ten plaintiffs whose contracts included arbitration provisions. The court issued an order compelling eight plaintiffs to pursue their claims in arbitration but subsequently rescinded the order as to certain plaintiffs. At this time, certain plaintiffs’ claims remain pending before the court and other plaintiffs’ claims are in arbitration. The Company is unable to estimate a range of loss, if any, at this time. In March 2020, a shareholder filed a derivative action captioned Oyola-Rivera v. Allred (DE Chancery Court) against various officers and directors of Vivint Solar, Inc., alleging that they breached their duties of loyalty, care, and good faith. Vivint Solar, Inc. is named as a nominal defendant. The defendants dispute the allegations in the complaint. The Company is unable to estimate a range of loss, if any, at this time. On December 2, 2020, the California Contractors State License Board (the “CSLB”) filed an administrative proceeding against the Company and certain of its officers related to an accident that occurred during an installation by one of the Company’s channel partners, Horizon Solar Power, which holds its own license with the CSLB. If this proceeding is not resolved in the Company’s favor, it could potentially result in fines, a public reprimand, probation or the suspension or revocation of the Company’s California Contractor’s License. The Company strongly denies any wrongdoing in the matter and intends to work cooperatively with the CSLB while vigorously defending itself in this action. Any potential effect of the CSLB proceeding on the Company’s consolidated financial statements is unknown. In addition to the matters discussed above, in the normal course of business, the Company has from time to time been named as a party to various legal claims, actions and complaints. While the outcome of these matters cannot currently be predicted with certainty, the Company does not currently believe that the outcome of any of these claims will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or cash flows. The Company accrues for losses that are probable and can be reasonably estimated. The Company evaluates the adequacy of its legal reserves based on its assessment of many factors, including interpretations of the law and assumptions about the future outcome of each case based on available information. Note 20. Net Income Per Share Basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common 118 Sunrun Inc. Notes to Consolidated Financial Statements — Continued shares outstanding during the period adjusted to include the effect of potentially dilutive securities. Potentially dilutive securities are excluded from the computation of dilutive EPS in periods in which the effect would be antidilutive. The computation of the Company’s basic and diluted net income per share is as follows (in thousands, except per share amounts): Years Ended December 31, 2020 2019 2018 Numerator: Net income attributable to common stockholders $ ( 173,394 ) $ 26,335 $ 26,657 Denominator: Weighted average shares used to compute net income per share attributable to common stockholders, basic 139,606 116,397 110,089 Weighted average effect of potentially dilutive shares to purchase common stock — 7,479 7,023 Weighted average shares used to compute net income per share attributable to common stockholders, diluted 139,606 123,876 117,112 Net income per share attributable to common stockholders Basic $ ( 1.24 ) $ 0.23 $ 0.24 Diluted $ ( 1.24 ) $ 0.21 $ 0.23 The following shares were excluded from the computation of diluted net income per share as the impact of including those shares would be anti-dilutive (in thousands): Year Ended December 31, 2020 2019 2018 Warrants — — 625 Outstanding stock options 1,286 1,486 3,271 Unvested restricted stock units 1,493 673 649 Total 2,779 2,159 4,545 119 Sunrun Inc. Notes to Consolidated Financial Statements — Continued Note 21 . Related Party Transactions Advances Receivable—Related Party Net amounts due from direct-sales professionals were $ 6.7 million as of December 31, 2020. The Company provided a reserve of $ 0.6 million as of December 31, 2020 related to advances to direct-sales professionals who have terminated their employment agreement with the Company. Note 22. Subsequent Events Convertible Senior Notes On January 28, 2021, the Company issued $ 400.0 million in aggregate principal of amount of 0 % Convertible Senior Notes due 2026 (the “Notes”) for net proceeds of approximately $ 389.0 million. The Notes will not bear regular interest, and the principal amount of the notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if the Notes are not freely tradeable as required by the Indenture. The Notes will mature on February 1, 2026, unless earlier repurchased by the Company, redeemed by the Company or converted pursuant to their terms. The initial conversion rate of the Notes is 8.4807 shares of the Company’s common stock, par value $ 0.0001 per share, per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $ 117.91 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change or an issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or notice of redemption. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.