☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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the condition of the debt and equity capital markets and our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;

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the ability of our counterparties to satisfy their financial commitments or business obligations and our ability to seek new counterparties in a competitive market;

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government regulation, including compliance with regulatory and permit requirements and changes in tax laws, market rules, rates, tariffs, environmental laws and policies affecting renewable energy;

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risks relating to our activities in areas subject to economic, social and political uncertainties;

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our ability to finance and consummate new acquisitions on favorable terms;

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risks relating to new assets and businesses which have a higher risk profile and our ability to transition these successfully;

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potential environmental liabilities and the cost and conditions of compliance with applicable environmental laws and regulations;

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risks related to our reliance on third-party contractors or suppliers;

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risks related to our exposure in the labor market;

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potential issues arising with our operators’ employees including disagreement with employees’ unions and subcontractors;

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risks related to extreme weather events related to climate change could damage our assets or result in significant liabilities and cause an increase in our operation and maintenance costs;

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the effects of litigation and other legal proceedings (including bankruptcy) against us and our subsidiaries;

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price fluctuations, revocation and termination provisions in our off-take agreements and power purchase agreements;

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our electricity generation, our projections thereof and factors affecting production, including weather conditions, energy regulation, availability and curtailment;

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risks related to our relationship with our shareholders including bankruptcy;

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our substantial short-term and long-term indebtedness, including additional debt in the future;

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reputational and financial damage caused by our off-taker PG&E and potential default under our project finance agreement due to a breach of our underlying PPA agreement with PG&E; and

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other factors discussed under “Risk Factors”.

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references to “2016-2018 LTIP” refer to the long-term incentive plan which was in place between 2016 and 2018, and paid in March 2019;

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references to “2019 Notes” refer to the 7.000% Senior Notes due 2019 in an aggregate principal amount of $255 million issued on November 17, 2014, as further described in “Item 5.B—Liquidity and Capital Resources—Financing Arrangements—2019 Notes”;

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references to “2020 Green Private Placement” refer to the €290 million (approximately $320 million) senior secured notes maturing in June 20, 2026 which are expected to be issued under a senior secured note purchase agreement to be dated on or about April 1, 2020, to be entered with a group of institutional investors as purchasers of the notes issued thereunder as further described in “Item 5.B—Liquidity and Capital Resources—Financing Arrangements—2020 Green Private Placement;

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references to “AAGES” refer to the joint venture between Algonquin and Abengoa to invest in the development and construction of clean energy and water infrastructure contracted assets;

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references to “AAGES ROFO Agreement” refer to the agreement we entered into with AAGES on March 5, 2018, which became effective upon completion of the Share Sale, that provides us a right of first offer to purchase any of the AAGES ROFO Assets, as amended and restated from time to time;

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references to “AAGES ROFO Assets” refer to any of AAGES’ contracted assets or proposed contracted assets that we expect to evaluate for future acquisition, with certain exceptions, for which AAGES has provided us a right of first offer to purchase if offered for sale by AAGES;

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references to “Abengoa” refer to Abengoa, S.A., together with its subsidiaries, unless the context otherwise requires;

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references to “Abengoa ROFO Agreement” refer to the agreement we entered into with Abengoa on June 13, 2014, as amended and restated on December 9, 2014, that provides us a right of first offer to purchase any of the present or future contracted assets in renewable energy, efficient natural gas, electric transmission and water of Abengoa that are in operation, and any other renewable energy, efficient natural gas, electric transmission and water asset that is expected to generate contracted revenue and that Abengoa has transferred to an investment vehicle that are located in the United States, Canada, Mexico, Chile, Peru, Uruguay, Brazil, Colombia and the European Union, and four additional assets in other selected regions, including a pipeline of specified assets that we expect to evaluate for future acquisition, for which Abengoa will provide us a right of first offer to purchase if offered for sale by Abengoa or an investment vehicle to which Abengoa has transferred them;

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references to “ACBH” refer to Abengoa Concessões Brasil Holding, a subsidiary holding company of Abengoa that was engaged in the development, construction, investment and management of concessions in Brazil, comprised mostly of transmission lines and which is currently undergoing a restructuring process in Brazil;

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references to “ACS” refer to ACS Group;

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references to “ACT” refer to the gas-fired cogeneration facility located inside the Nuevo Pemex Gas Processing Facility near the city of Villahermosa in the State of Tabasco, Mexico;

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references to “Algonquin” refer to, as the context requires, either Algonquin Power & Utilities Corp., a North American diversified generation, transmission and distribution utility, or Algonquin Power & Utilities Corp. together with its subsidiaries;

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references to “Algonquin ROFO Agreement” refer to the agreement we entered into with Algonquin on March 5, 2018, which became effective upon completion of the Share Sale, under which Algonquin granted us a right of first offer to purchase any of the assets offered for sale located outside of the United States or Canada as amended from time to time.  See “Item 7.B—Related Party Transactions—Algonquin drop down agreement and Right of First Offer on assets outside the United States or Canada”;

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references to “Annual Consolidated Financial Statements” refer to the audited annual consolidated financial statements as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017, including the related notes thereto, prepared in accordance with IFRS as issued by the IASB (as such terms are defined herein), included in this annual report;

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references to “ASI Operations” refer to ASI Operations LLC;

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references to “Asset Transfer” refer to the transfer of assets contributed by Abengoa prior to the consummation of our initial public offering through a series of transactions;

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references to “Atlantica” refer to Atlantica Yield plc and, where the context requires, Atlantica Yield plc together with its consolidated subsidiaries;

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references to “ATN” refer to ATN S.A., the operational electronic transmission asset in Peru, which is part of the Guaranteed Transmission System;

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references to “ATS” refer to ABY Transmision Sur S.A.;

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references to “AYES Canada” refer to Atlantica Yield Energy Solutions Canada Inc., a vehicle formed by Atlantica and Algonquin to channel co-investment opportunities;

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references to “Befesa Agua Tenes” refer to Befesa Agua Tenes, S.L.U;

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references to “cash available for distribution” refer to the cash distributions received by the Company from its subsidiaries minus cash expenses of the Company, including debt service and general and administrative expenses;

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references to “CESCE” refer to Compañia Española de Seguros de Credito a la Exportacion, S.A. the Spanish Company of Export Credit Insurance;

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references to “CNMC” refer to Comision Nacional de los Mercados y de la Competencia, the Spanish state-owned regulator;

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references to “COD” refer to the commercial operation date of the applicable facility;

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references to “DOE” refer to the U.S. Department of Energy;

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references to “DTC” refer to The Depository Trust Company;

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references to “EMEA” refer to Europe, Middle East and Africa;

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references to “EPACT” refer to the Energy Policy Act of 2005;

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references to “EPC” refer to engineering, procurement and construction;

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references to “EURIBOR” refer to Euro Interbank Offered Rate, a daily reference rate published by the European Money Markets Institute, based on the average interest rates at which Eurozone banks offer to lend unsecured funds to other banks in the euro wholesale money market;

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references to “EU” refer to the European Union;

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references to “Exchange Act” refer to the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder;

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references to “Federal Financing Bank” refer to a U.S. government corporation by that name;

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references to “Financial Support Agreement” refer to the Financial Support Agreement we entered into with Abengoa on June 13, 2014, as amended and restated on September 28, 2017, pursuant to which Abengoa agreed to maintain certain guarantees or letters of credit for a period of five years following our IPO;

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references to the “First Dropdown Assets” refer to (i) a solar power complex in Spain, Solacor 1/2, with a capacity of 100 MW; (ii) a solar power complex in Spain, PS10/20, with a capacity of 31 MW; and (iii) one on-shore wind farm in Uruguay, Cadonal, with a capacity of 50 MW, each as further described in “Item 4.B—Business Overview—Our Operations—Renewable Energy”;

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references to “Flip Date” refer to such date that Liberty reaches a certain rate of return;

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references to “Former Revolving Credit Facility” refer to the credit facility entered into on December 3, 2014, among the Company, as borrower, and Banco Santander, S.A., Bank of America, N.A., Citigroup Global Markets Limited, HSBC Bank plc and RBC Capital Markets, as joint lead arrangers and joint bookrunners;

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references to “FPA” refer to the U.S. Federal Power Act;

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references to “Further Adjusted EBITDA” have the meaning set forth in “Presentation of Financial Information—Non-GAAP Financial Measures” in the section below;

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references to “gross capacity” refers to the maximum, or rated, power generation capacity, in MW, of a facility or group of facilities, without adjusting for the facility’s power parasitics’ consumption, or by our percentage of ownership interest in such facility as of the date of this annual report;

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references to “GWh” refer to gigawatt hour;

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references to “IFRIC 12” refer to International Financial Reporting Interpretations Committee’s Interpretation 12—Service Concessions Arrangements;

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references to “IFRS as issued by the IASB” refer to International Financial Reporting Standards as issued by the International Accounting Standards Board;

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references to “Initial Funding Commitment” refer to the provision of equity funding as required by Atlantica Yield, by AAGES and Algonquin, for the acquisition of assets and/or interests by Atlantica Yield or its subsidiaries during 2018 and 2019, but no more than $100 million, subject to the approval of the board of directors of Algonquin;

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references to “IPO” refer to our initial public offering of ordinary shares in June 2014;

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references to “IRC” refer to the Internal Revenue Code of 1986;

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references to “ITC” refer to investment tax credits;

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references to “LIBOR” refer to London Interbank Offered Rate;

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references to “LTIP” refer to the long-term incentive plan approved by the Board of Directors for 2019.

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references to “MACRS” refer to the Modified Accelerated Cost Recovery  System;

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references to “Monterrey” refer to the 142 MW gas-fired engine facility including 130 MW installed capacity and 12 MW battery capacity, located in, Monterrey, Mexico;

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references to “Multinational Investment Guarantee Agency” refer to Multinational Investment Guarantee Agency, a financial institution member of the World Bank Group which offers political insurance and credit enhancement guarantees;

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references to “MW” refer to megawatts;

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references to “MWh” refer to megawatt hour;

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references to “NEPA” refer to the National Environment Policy Act;

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references to “NOL” refer to net operating loss;

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references to “Note Issuance Facility 2017” refer to the senior secured note facility dated February 10, 2017, of €275 million (approximately $308 million), with Elavon Financial Services DAC, UK Branch, as facility agent and a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder;

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references to “Note Issuance Facility 2019” refer to the senior unsecured note facility dated April 30, 2019, of $300 million, with Lucid Agency Services Limited, as facility agent and a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder;

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references to “O&M” refer to operations and maintenance services provided at our various facilities;

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references to “operation” refer to the status of projects that have reached COD (as defined above);

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references to “Pemex” refer to Petróleos Mexicanos;

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references to “PFIC” refer to passive foreign investment company within the meaning of Section 1297 of the IRC;

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references to “PG&E” refer to PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company collectively;

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references to “PPA” refer to the power purchase agreements through which our power generating assets have contracted to sell energy to various off-takers;

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references to “PTC” refer to production tax credits;

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references to “PTS” refer to Pemex Transportation System;

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references to “PURPA” refer to the Public Utility Regulatory Policies Act of 1978;

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references to “REC” refer to Renewable Energy Certificate;

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references to “Restructured Debt” refers to the restructuring agreement of Abengoa which we signed and agreed on October 25, 2016, subject to implementation of the restructuring, to receive 30% of the amount owed to us in the form of tradable notes to be issued by Abengoa with the remaining 70% owed to us to be received in the form of equity in Abengoa;

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references to “Registrar” refer to The Bank of New York Mellon;

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references to “Revolving Credit Facility” refers to the credit and guaranty agreement with a syndicate of banks entered into on May 10, 2018 and amended on January 24, 2019 and August 2, 2019, providing for a senior secured revolving credit facility in an aggregate principal amount of $425 million, of which $37.5 million matures on December 31, 2021, and the remaining $387.5 matures on December 31, 2022. The Revolving Credit Facility replaced tranche A of the Former Revolving Credit Facility, which was repaid in full and cancelled prior to its maturity on June 1, 2018;

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references to “Rioglass” refer to Rioglass Solar Holding, S.A.;

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references to “ROFO” refer to a right of first offer;

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references to “ROFO agreements” refer to the AAGES ROFO Agreement, Algonquin ROFO Agreement and Abengoa ROFO Agreement;

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references to “RPS” refer to renewable portfolio standards adopted by 29 U.S. states and the District of Columbia that require a regulated retail electric utility to procure a specific percentage of its total electricity delivered to retail customers in the respective state from eligible renewable generation resources, such as solar or wind generation facilities, by a specific date;

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references to “RRRE” refer to the Specific Remuneration System Register (Registro de Regimen Retributivo Especifico) in Spain;

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references to “Share Sale” refer to the sale by Abengoa to Algonquin of 25% of our ordinary shares pursuant to an agreement for the sale that was entered into in November 2017. All conditions precedent have been satisfied and the parties have commenced the process for the transfer of our shares, which we expect to close in the upcoming days;

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references to the “Shareholders’ Agreement” refer to the agreement by and among Algonquin Power & Utilities Corp., Abengoa-Algonquin Global Energy Solutions and Atlantica Yield plc, dated March 5, 2018 which became effective upon completion of the Share Sale;

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references to “Solnova 1/3/4” refer to a 150 MW concentrating solar power facility wholly owned by Atlantica Yield, located in the municipality of Sanlucar la Mayor, Spain;

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references to “TCJA” refer to the Tax Cuts and Jobs Act of 2017;

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references to “U.K.” refer to the United Kingdom;

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reference to “U.S.” or “United States” refer to the United States of America;

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references to “we,” “us,” “our,” “Atlantica” and the “Company” refer to Atlantica Yield plc and its subsidiaries, unless the context otherwise requires.

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they do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

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they do not reflect changes in, or cash requirements for, our working capital needs;

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they may not reflect the significant interest expense, or the cash requirements necessary, to service interest or principal payments, on our debts;

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although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often need to be replaced in the future and Further Adjusted EBITDA does not reflect any cash requirements that would be required for such replacements;

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some of the exceptional items that we eliminate in calculating Further Adjusted EBITDA reflect cash payments that were made, or will be made in the future; and

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the fact that other companies in our industry may calculate Further Adjusted EBITDA differently than we do, which limits their usefulness as comparative measures.

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A.	Selected Financial Data

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(1)

2019: On February 26, 2019, the board of directors declared a dividend of $0.37 per share corresponding to the fourth quarter of 2018, which was paid on March 22, 2019. On May 7, 2019, the board of directors approved a dividend of $0.39 per share corresponding to the first quarter of 2019, which was paid on June 14, 2019. On August 2, 2019, the board of directors approved a dividend of $0.40 per share corresponding to the second quarter of 2019, which was paid on September 13, 2019. On November 5, 2019, the board of directors approved a dividend of $0.41 per share corresponding to the third quarter of 2019, which was paid on December 13, 2019.

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(1)	Includes proceeds for $22.2 million, $72.6 million and $42.5 million in 2019, 2018 and 2017 respectively. See note 6 of the Annual Consolidated Financial Statements.

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(1)	Further Adjusted EBITDA for EMEA and North America does not include our pro rata share of EBITDA from unconsolidated affiliates, which was $10.4 million, $8.1 million, $7.3 million, $8.8 million and $12.3 million for the years ended December 31, 2019, 2018, 2017, 2016 and 2015.

(2)

Further Adjusted EBITDA is a supplemental non-GAAP financial measure. We present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interest parties. The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under IFRS as issued by the IASB. Non-GAAP financial measures are not measurements of our performance or liquidity under IFRS as issued by the IASB and should not be considered as alternatives to operating profit or profit for the year or any other performance measure derived in accordance with IFRS as issued by the IASB or any other generally accepted accounting principles. See “Presentation of Financial Information—Non-GAAP Financial Measures.”

(3)

Further Adjusted EBITDA is calculated as profit/(loss) for the year attributable to the parent company, after adding back loss/(profit) attributable to non-controlling interest from continued operations, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortization and impairment charges of entities included in the Annual Consolidated Financial Statements, and dividends received from our preferred equity investment in ACBH. Further Adjusted EBITDA for 2016 and the first quarter of 2017 includes compensation received from Abengoa in lieu of ACBH dividends. Further Adjusted EBITDA is not a measure of performance under IFRS as issued by the IASB and you should not consider Further Adjusted EBITDA as an alternative to operating income or profits or as a measure of our operating performance, cash flows from operating, investing and financing activities or as a measure of our ability to meet our cash needs or any other measures of performance under generally accepted accounting principles. We believe that Further Adjusted EBITDA is a useful indicator of our ability to incur and service our indebtedness and can assist securities analysts, investors and other parties to evaluate us. Further Adjusted EBITDA and similar measures are used by different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies. Further Adjusted EBITDA may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results.

(4)	Further Adjusted EBITDA does not include our pro rata share of EBITDA from unconsolidated affiliates, which was $10.4 million, $8.1 million, $7.3 million, $8.8 million and $12.3 million for the years ended December 31, 2019, 2018, 2017, 2016 and 2015.

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(1)

Further Adjusted EBITDA for Water, Efficient natural gas and Renewable energy does not include our pro rata share of EBITDA from unconsolidated affiliates, which was $10.4 million, $8.1 million, $7.3 million, $8.8 million and $12.3 million for the years ended December 31, 2019, 2018, 2017, 2016 and 2015.

(2)

Further Adjusted EBITDA is a supplemental non-GAAP financial measure. We present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interest parties. The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under IFRS as issued by the IASB. Non-GAAP financial measures are not measurements of our performance or liquidity under IFRS as issued by the IASB and should not be considered as alternatives to operating profit or profit for the year or any other performance measure derived in accordance with IFRS as issued by the IASB or any other generally accepted accounting principles. See “Presentation of Financial Information—Non-GAAP Financial Measures.”

(3)

Further Adjusted EBITDA is calculated as profit/(loss) for the year attributable to the parent company, after adding back loss/(profit) attributable to non-controlling interest from continued operations, income tax, share of profit/(loss) of associates carried under the equity method, finance expense net, depreciation, amortization and impairment charges of entities included in the Annual Consolidated Financial Statements, and dividends received from our preferred equity investment in ACBH. Further Adjusted EBITDA for 2016 and the first quarter of 2017 includes compensation received from Abengoa in lieu of ACBH dividends. Further Adjusted EBITDA is not a measure of performance under IFRS as issued by the IASB and you should not consider Further Adjusted EBITDA as an alternative to operating income or profits or as a measure of our operating performance, cash flows from operating, investing and financing activities or as a measure of our ability to meet our cash needs or any other measures of performance under generally accepted accounting principles. We believe that Further Adjusted EBITDA is a useful indicator of our ability to incur and service our indebtedness and can assist securities analysts, investors and other parties to evaluate us. Further Adjusted EBITDA and similar measures are used by different companies for different purposes and are often calculated in ways that reflect the circumstances of those companies. Further Adjusted EBITDA may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. See “Presentation of Financial Information—Non-GAAP Financial Measures.”

(4)	Further Adjusted EBITDA does not include our pro rata share of EBITDA from unconsolidated affiliates, which was $10.4 million, $8.1 million, $7.3 million, $8.8 million and $12.3 million for the years ended December 31, 2019, 2018, 2017, 2016 and 2015.

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C.	Reasons for the Offer and Use of Proceeds

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D.	Risk Factors

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general economic and capital market conditions;

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credit availability from banks and other financial institutions;

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investor confidence in us and Algonquin as our largest shareholder

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our financial performance and the financial performance of our subsidiaries;

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our level of indebtedness and compliance with covenants in debt agreements;

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maintenance of acceptable project credit ratings or credit quality;

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cash flow; and

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provisions of tax and securities laws that may impact raising capital.

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We may not be able to close some of the acquisitions that we have recently announced. In some of these acquisitions, we have signed a share purchase agreement, but closing of the acquisition is subject to closing conditions and authorizations. For example, in the acquisition of PTS, we have acquired a 5% interest in the project and intend to increase our interest once the asset is in operation and we have obtained authorizations from third parties. In the acquisition of ATN Expansion 2, transfer of the concession agreement is pending authorization from the Ministry of Energy in Peru. If this authorization were not to be obtained within an eight-month period from signing, the transaction would be reversed with no penalties to Atlantica.

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public opposition will not result in delays, modifications to or cancellation of any project or license;

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laws or regulations will not change or be interpreted in a manner that increases our costs of compliance and may have a material adverse effect on our business, financial condition, results of operations and cash flows, including preventing us from operating an asset if we are not in compliance; or

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governmental authorities will approve our environmental impact studies where required to implement proposed changes to operational projects.

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Rising temperatures are also increasing the frequency and intensity of droughts and risk of fire. For example, in California, the size and ferocity of fires has increased significantly in the past 20 years, which have also been very hot and dry years. California wildfires have been especially catastrophic, causing human fatalities and significant material losses. Our transmission lines, including transmission lines and substations which are part of our solar assets, could cause fires, which can create significant liabilities if the fire damaged third parties.

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Severe floods could damage our plants, especially our transmission lines or our generation assets. If an unexpected flood runs close to an existing transmission tower it could cause the fall of one or more transmission towers. Similarly, floods can damage the solar field in our solar plants.

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Severe winds could cause damage in the solar fields in our solar assets. In 2016, the solar field of Solana was damaged by a wind micro-burst and similar events could happen in the future in our assets.

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Severe droughts could result in water restrictions or in a deterioration of water properties. Droughts may affect the cooling capacity of our power projects. A deterioration of the quality of the water would have an impact on chemical costs in our water treatment plants within our generation capabilities.

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Changes in temperature extremes could also affect to feed water process temperature in desalination plants, causing an increase of the chemical products consumption and generating a risk of growth of algae and mollusks within the facilities.

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Storms with intense lightning activity could damage our plants, especially our wind assets. Our wind farms in Uruguay have already experienced some damages in the past and our assets could be affected again.

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increasing our vulnerability to general economic and industry conditions;

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requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to pay dividends to holders of our shares or to use our cash flow to fund our operations, capital expenditures and future business opportunities;

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limiting our ability to enter into long-term power sales, fuel purchases and swaps which require credit support;

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limiting our ability to fund operations or future acquisitions;

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restricting our ability to make certain distributions with respect to our shares and the ability of our subsidiaries to make certain distributions to us, in light of restricted payment and other financial covenants in our credit facilities and other financing agreements;

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exposing us to the risk of increased interest rates because a portion of some of our borrowings (below 10% as of December 31, 2019 after giving effect to hedging agreements) are at variable rates of interest;

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limiting our ability to obtain additional financing for working capital, including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and

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limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt.

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general economic and capital market conditions;

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credit availability from banks and other financial institutions;

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investor confidence in us and our partner Algonquin, our largest shareholder;

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our financial performance and the financial performance of our subsidiaries;

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our level of indebtedness and compliance with covenants in debt agreements;

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maintenance of acceptable project and corporate credit ratings or credit quality;

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cash flow; and

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provisions of tax and securities laws that may impact raising capital.

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reducing our receipt of dividends, fees, interest payments, loans and other sources of cash, since the project company will typically be prohibited from distributing cash to us and our subsidiaries until the event of default is cured or waived;

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default under our other debt instruments;

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causing us to record a loss in the event the lender forecloses on the assets of the project company; and

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the loss or impairment of investors’ and project finance lenders’ confidence in us.

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the level of our operating and general and administrative expenses;

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seasonal variations in revenues generated by the business;

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operational performance of our assets;

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potential capital expenditure requirements in our assets in the case there were technical problems not covered by the EPC contractor guarantee or by insurance;

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our debt service requirements and other liabilities;

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fluctuations in our working capital needs;

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fluctuations in foreign exchange rates;

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our ability to borrow funds;

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restrictions contained in our debt agreements (including our project-level financing);

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changes in our revenues due to delays in collections from our off-takers, legal disputes regarding contact terms or adjustments contemplated in existing regulation or changes in regulation or taxes in the countries in which we operate;

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potential restrictions on payment of dividends arising from the bankruptcy of PG&E;

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potential restrictions on payment of dividends arising from cross-default provisions with Abengoa in our Kaxu project financing agreements; and

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other business risks affecting our cash levels.

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Assets

Type

Ownership

Location

Currency(1)

Capacity (Gross)

off-taker

Counterparty Credit Rating(2)

COD

Contract Years Left(3)

Solana

Renewable (Solar)

100% Class B(4)

Arizona (USA)

USD

280 MW

APS

A-/A2/A-

2013

24

Mojave

Renewable (Solar)

100%

California (USA)

USD

280 MW

PG&E

D/WR/WD

2014

20

Solaben 2/3(5)

Renewable (Solar)

70%(6)

Spain

EUR

2x50 MW

Wholesale market/Spanish Electric System

A/Baa1/A-

2012

18 / 17

Solacor 1/2(7)

Renewable (Solar)

87%(8)

Spain

EUR

2x50 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2012

17 / 17

PS10/20(9)

Renewable (Solar)

100%

Spain

EUR

31 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2007 & 2009

12 / 14

Helioenergy 1/2(10)

Renewable (Solar)

100%

Spain

EUR

2x50 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2011

17 / 17

Helios ½(11)

Renewable (Solar)

100%

Spain

EUR

2x50 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2012

18 / 18

Solnova 1/3/4(12)

Renewable (Solar)

100%

Spain

EUR

3x50 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2010

15 / 15 / 16

Solaben 1/6(13)

Renewable (Solar)

100%

Spain

EUR

2x50 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2013

19 / 19

Seville PV

Renewable (Solar)

80%(14)

Spain

EUR

1 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2006

16

Kaxu

Renewable (Solar)

51%(15)

South Africa

ZAR

100 MW

Eskom

BB/Baa3/ BB+(16)

2015

15

Palmatir

Renewable (Wind)

100%

Uruguay

USD

50 MW

Uruguay

BBB/Baa2/ BBB-(17)

2014

14

Cadonal

Renewable (Wind)

100%

Uruguay

USD

50 MW

Uruguay

BBB/Baa2/ BBB-(17)

2014

15

Melowind

Renewable (Wind)

100%

Uruguay

USD

50 MW

Uruguay

BBB/Baa2/ BBB-(17)

2015

16

Mini-hydro Peru

Renewable (Hydro)

100%

Peru

USD

4 MW

Peru

BBB+/A3/ BBB+

2012

13

ACT

Efficient Natural Gas

99.99%(18)

Mexico

USD

300 MW

Pemex

BBB+/ Baa3/ BB+

2013

13

Monterrey

Efficient Natural Gas

30%

Mexico

USD

142 MW

Industrial Customers

Not rated

2018

19

ATN

Transmission Line

100%

Peru

USD

379 miles

Peru

BBB+/A3/ BBB+

2011

21

ATS

Transmission Line

100%

Peru

USD

569 miles

Peru

BBB+/A3/ BBB+

2014

24

ATN2

Transmission Line

100%

Peru

USD

81 miles

Minera Las Bambas

Not rated

2015

13

Quadra 1/2

Transmission Line

100%

Chile

USD

49 miles/32 miles

Sierra Gorda

Not rated

2014

15 / 15

Palmucho

Transmission Line

100%

Chile

USD

6 miles

Enel Generacion Chile

BBB+/Baa2/ BBB+

2007

18

Chile TL3

Transmission Line

100%

Chile

USD

50 miles

CNE    (National Energy Commision)

A+/A1/A

1993

Regulated

Honaine

Water

25.5%(19)

Algeria

USD

7 M ft3/day

Sonatrach/ADE

Not rated

2012

18

Skikda

Water

34.2%(20)

Algeria

USD

3.5 M ft3/day

Sonatrach/ADE

Not rated

2009

14

Assets

Type

Ownership

Location

Currency

Capacity (Gross)

off-taker

Counterparty Credit Rating(1)

COD

Contract Years Left

Solana

Renewable (Solar)

100% Class B

Arizona (USA)

USD

280 MW

APS

A-/A2/A-

2013

24

Mojave

Renewable (Solar)

100%

California (USA)

USD

280 MW

PG&E

D/WR/WD

2014

20

Solaben 2/3

Renewable (Solar)

70%

Spain

EUR

2x50 MW

Wholesale market/Spanish Electric System

A/Baa1/A-

2012

18 / 17

Solacor 1/2

Renewable (Solar)

87%

Spain

EUR

2x50 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2012

17 / 17

PS10/20

Renewable (Solar)

100%

Spain

EUR

31 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2007 &  2009

12 / 14

Helioenergy 1/2

Renewable (Solar)

100%

Spain

EUR

2x50 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2011

17 / 17

Helios ½

Renewable (Solar)

100%

Spain

EUR

2x50 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2012

18 / 18

Solnova 1/3/4

Renewable (Solar)

100%

Spain

EUR

3x50 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2010

15 / 15 / 16

Solaben 1/6

Renewable (Solar)

100%

Spain

EUR

2x50 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2013

19 / 19

Seville PV

Renewable (Solar)

80%

Spain

EUR

1 MW

Wholesale market/Spanish Electric System

A /Baa1/A-

2006

16

Kaxu

Renewable (Solar)

51%

South Africa

ZAR

100 MW

Eskom

BB/Baa3/ BB+(2)

2015

15

Palmatir

Renewable (Wind)

100%

Uruguay

USD

50 MW

Uruguay

BBB/Baa2/ BBB-(3)

2014

14

Cadonal

Renewable (Wind)

100%

Uruguay

USD

50 MW

Uruguay

BBB/Baa2/ BBB-(3)

2014

15

Melowind

Renewable (Wind)

100%

Uruguay

USD

50 MW

Uruguay

BBB/Baa2/ BBB-(3)

2015

16

Mini-hydro Peru

Renewable (Hydro)

100%

Peru

USD

4 MW

Peru

BBB+/A3/ BBB+

2012

13

Assets

Type

Ownership

Location

Currency

Capacity (Gross)

off-taker

Counterparty Credit Rating(1)

COD

Contract Years Left

ACT

Efficient Natural Gas

99.99%(2)

Mexico

USD(3)

300 MW

Pemex

BBB+/ Baa3/ BB+

2013

13

Monterrey

Efficient Natural Gas

30%

Mexico

USD

142 MW

Industrial Customers

Not rated

2018

19

Assets

Type

Ownership

Location

Currency(1)

Capacity (Gross)

off-taker

Counterparty Credit Rating(2)

COD

Contract Years Left

ATN

Transmission Line

100%

Peru

USD

365 miles

Peru

BBB+/A3/ BBB+

2011

21

ATS

Transmission Line

100%

Peru

USD

569 miles

Peru

BBB+/A3/ BBB+

2014

24

AN2

Transmission Line

100%

Peru

USD

81 miles

Minera Las Bambas

Not rated

2015

13

Quadra 1/2

Transmission Line

100%

Chile

USD

49 miles/32 miles

Sierra Gorda

Not rated

2014

15 / 15

Palmucho

Transmission Line

100%

Chile

USD

6 miles

Enel Generacion Chile

BBB+/Baa1/ BBB+

2007

18

Chile TL3

Transmission Line

100%

Chile

USD

50 miles

CNE (National Energy Commision)

A+/A1/ A

1993

Regulated

Assets

Type

Location

Capacity

off-taker

Currency(1)

Counterparty Credit Rating

COD

Contract Years Left

Honaine

Water

Algeria

7 M ft3/day

Sonatrach/ADE

U.S. dollar

Not rated

2012

18

Skikda

Water

Algeria

3.5 M ft3/day

Sonatrach/ADE

U.S. dollar

Not rated

2009

14