EFTA01366530.pdf

Amendment #4 Page 101 of 868 lehlrg Youmay be subject to Indian taxes on income arising through the sale of our equity shares. Several of our protects are laded in I'd a Pursuant to the inchan income Tax Act, 1961, as amenced or 'Indian Income Tax Act; income arising dreary or indirectly thrOup the sale defeats' asset, including any snare or interest in a company or entity registered or woorporated outside of India, will be taxable in India if sari share or interest dailies ts value, directly a indirectly substantially from assets located in India This tax is applicable whether or not the seder of such shale or interest has a residence, place of beefless, business connect on or any other presence ICI Inds The Inden Income Tax Act does not currently define the term'suCetentelry ' If it is damned that these Indian Income Tax Act provsons apply to shares of our Glass A cannon stock, any transfer d sure shares may be taxable in India subect to the protectors, tarry, available under a double taxation ageement entered nto by me Government of India with the country d which the transferor e a resident Budget proposals currently pending in India would define sutstarbally' to requre the fair rrerket value of Indian assets to represent at least 50% of the value of 31 assets owned by the entity Moreover, such txidget proposals woad exempt from such tax persons who have not owned over 5%d the stock of the entity in question There can be no assurance that these budget proposals will be urirrateri enacted into law or that trey will be interpreted in a manner conseter( Vinh the above descripton Uniod States and foreign tax provisions and policios could chango at any limo, and such changes may result in a material increase in our estimated future income tax liability. eh'e we area U.S. taxpayer, sastantiarry all of our assets are boated in 'eon tax "vsdictons and are subject to reduced tar rates or are free d tax uncle venous tax holidays that expire n whole or in part from Irne to tea. Many of these holidays may be extended when certain conations are met. or terminated d certain oordbons are not met. If the tax holidays are not extended. or Awe fail to sassy the conditions of the reduced tax rate. of if a charge n law revokes a tea holiday. ten our effective tax rate could maim* in the future We are plarang to elect to treat our foreign subsidiaries as 'flow-through' or 'pass-through' entites for United States federal income tax purposes (any such elections being solely for United States federal income tax purposes wid not applying for purposes of foreign tax law), and therefore the United States generally we tax Le on We earrungs of thole sutedenes on a current basis, even if no income is dstnbuted to us We are subect to risks that foreign countries may restnct cbstnbutons from our foreign id:ederm a. in which case we would be sitject to Unted States federal income tax on any such foreign subsidery's cu-rent earnings but be unable to receive a distnbufion to cover the cash tax 'obey. With respect lo any of our foreign subsciares dui are treated as oxporabons for United Slates federal mane tax purposes, thew earnings generally will rot be subject to United States federal incane tax urct those earnings are thetnbuted to us as a drodend At the bme of the re:striation of earnings from any corporate foreign subsidiaries. the United Stales generaty will tax the foreign earnngs as a dividend. allowing a foreign tax cant for any foreign income and certan other creditable foreign taxes previously pad on the earnings garnet in tax rates, the expration or revocation of tax holidays, and changes to the spar-sten of foreign tax vinthridding requirements in foreign jurisdictions where we own power generation assets, as wed as any changes in the United States' tax Law. includng changes in United States' tax rates, treatment of 'name from foreign sauces (including the availability of foreign tax credits), aid changes to Unted States tax depreciation lures could Testa n a material increase in our estimated future income tat lability and may negatively mpact our business, finance' cualon arid results of operations 93 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058058 CONFIDENTIAL SDNY_GM_00204242 EFTA01366530