|
[x]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended June 30, 2012
|
or
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from to
|
Delaware
|
20-4623678
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer [x]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Page
|
Part I.
|
Financial Information (Unaudited)
|
|
Item 1.
|
Condensed Consolidated Financial Statements:
|
|
|
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2012 and June 30, 2011
|
|
|
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2012 and June 30, 2011
|
|
|
Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011
|
|
|
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and June 30, 2011
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
Part II.
|
Other Information
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
Signature
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30,
2012 |
|
June 30,
2011 |
||||||||
Net sales
|
|
$
|
957,332
|
|
|
$
|
532,774
|
|
|
$
|
1,454,387
|
|
|
$
|
1,100,067
|
|
Cost of sales
|
|
713,591
|
|
|
337,976
|
|
|
1,133,901
|
|
|
645,604
|
|
||||
Gross profit
|
|
243,741
|
|
|
194,798
|
|
|
320,486
|
|
|
454,463
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
32,365
|
|
|
33,102
|
|
|
68,449
|
|
|
64,453
|
|
||||
Selling, general and administrative
|
|
52,184
|
|
|
86,872
|
|
|
144,004
|
|
|
173,872
|
|
||||
Production start-up
|
|
533
|
|
|
10,294
|
|
|
4,591
|
|
|
22,225
|
|
||||
Restructuring
|
|
19,000
|
|
|
—
|
|
|
420,065
|
|
|
—
|
|
||||
Total operating expenses
|
|
104,082
|
|
|
130,268
|
|
|
637,109
|
|
|
260,550
|
|
||||
Operating income (loss)
|
|
139,659
|
|
|
64,530
|
|
|
(316,623
|
)
|
|
193,913
|
|
||||
Foreign currency gain
|
|
1,015
|
|
|
1,659
|
|
|
31
|
|
|
2,609
|
|
||||
Interest income
|
|
3,379
|
|
|
3,417
|
|
|
6,290
|
|
|
6,440
|
|
||||
Interest expense, net
|
|
(7,372
|
)
|
|
—
|
|
|
(8,292
|
)
|
|
—
|
|
||||
Other income (expense), net
|
|
(1,334
|
)
|
|
2,351
|
|
|
(2,545
|
)
|
|
2,002
|
|
||||
Income (loss) before income taxes
|
|
135,347
|
|
|
71,957
|
|
|
(321,139
|
)
|
|
204,964
|
|
||||
Income tax expense
|
|
24,364
|
|
|
10,819
|
|
|
17,294
|
|
|
27,858
|
|
||||
Net income (loss)
|
|
$
|
110,983
|
|
|
$
|
61,138
|
|
|
$
|
(338,433
|
)
|
|
$
|
177,106
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.28
|
|
|
$
|
0.71
|
|
|
$
|
(3.90
|
)
|
|
$
|
2.07
|
|
Diluted
|
|
$
|
1.27
|
|
|
$
|
0.70
|
|
|
$
|
(3.90
|
)
|
|
$
|
2.03
|
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
86,855
|
|
|
86,164
|
|
|
86,681
|
|
|
85,746
|
|
||||
Diluted
|
|
87,653
|
|
|
87,126
|
|
|
86,681
|
|
|
87,092
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30,
2012 |
|
June 30,
2011 |
||||||||
Net income (loss)
|
|
$
|
110,983
|
|
|
$
|
61,138
|
|
|
$
|
(338,433
|
)
|
|
$
|
177,106
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
(9,795
|
)
|
|
6,794
|
|
|
3,714
|
|
|
30,589
|
|
||||
Unrealized gain (loss) on marketable securities and restricted investments
|
|
12,626
|
|
|
(3,971
|
)
|
|
8,562
|
|
|
(11,474
|
)
|
||||
Unrealized gain (loss) on derivative instruments
|
|
2,585
|
|
|
8,931
|
|
|
(12,715
|
)
|
|
(31,519
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
5,416
|
|
|
11,754
|
|
|
(439
|
)
|
|
(12,404
|
)
|
||||
Comprehensive income (loss)
|
|
$
|
116,399
|
|
|
$
|
72,892
|
|
|
$
|
(338,872
|
)
|
|
$
|
164,702
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
630,240
|
|
|
$
|
605,619
|
|
Marketable securities
|
|
113,453
|
|
|
66,146
|
|
||
Accounts receivable trade, net
|
|
143,670
|
|
|
310,568
|
|
||
Accounts receivable, unbilled
|
|
436,170
|
|
|
533,399
|
|
||
Inventories
|
|
580,737
|
|
|
475,867
|
|
||
Balance of systems parts
|
|
152,658
|
|
|
53,784
|
|
||
Deferred project costs
|
|
189,721
|
|
|
197,702
|
|
||
Deferred tax assets, net
|
|
31,386
|
|
|
41,144
|
|
||
Assets held for sale
|
|
49,521
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
|
136,868
|
|
|
329,032
|
|
||
Total current assets
|
|
2,464,424
|
|
|
2,613,261
|
|
||
Property, plant and equipment, net
|
|
1,567,367
|
|
|
1,815,958
|
|
||
Project assets
|
|
160,239
|
|
|
374,881
|
|
||
Deferred project costs
|
|
259,996
|
|
|
122,688
|
|
||
Note receivable, affiliate
|
|
21,373
|
|
|
—
|
|
||
Deferred tax assets, net
|
|
341,012
|
|
|
340,274
|
|
||
Marketable securities
|
|
—
|
|
|
116,192
|
|
||
Restricted cash and investments
|
|
267,411
|
|
|
200,550
|
|
||
Goodwill
|
|
65,444
|
|
|
65,444
|
|
||
Inventories
|
|
137,939
|
|
|
60,751
|
|
||
Other assets
|
|
202,129
|
|
|
67,615
|
|
||
Total assets
|
|
$
|
5,487,334
|
|
|
$
|
5,777,614
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
194,554
|
|
|
$
|
176,448
|
|
Income taxes payable
|
|
9,175
|
|
|
9,541
|
|
||
Accrued expenses
|
|
476,817
|
|
|
406,659
|
|
||
Current portion of long-term debt
|
|
47,768
|
|
|
44,505
|
|
||
Deferred revenue
|
|
195,418
|
|
|
41,925
|
|
||
Other current liabilities
|
|
38,533
|
|
|
294,646
|
|
||
Total current liabilities
|
|
962,265
|
|
|
973,724
|
|
||
Accrued solar module collection and recycling liability
|
|
185,324
|
|
|
167,378
|
|
||
Long-term debt
|
|
471,083
|
|
|
619,143
|
|
||
Other liabilities
|
|
507,223
|
|
|
373,506
|
|
||
Total liabilities
|
|
2,125,895
|
|
|
2,133,751
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 86,961,313 and 86,467,873 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively
|
|
87
|
|
|
86
|
|
||
Additional paid-in capital
|
|
2,079,191
|
|
|
2,022,743
|
|
||
Accumulated earnings
|
|
1,287,638
|
|
|
1,626,071
|
|
||
Accumulated other comprehensive loss
|
|
(5,477
|
)
|
|
(5,037
|
)
|
||
Total stockholders’ equity
|
|
3,361,439
|
|
|
3,643,863
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
5,487,334
|
|
|
$
|
5,777,614
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
2012 |
|
June 30,
2011 |
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Cash received from customers
|
|
$
|
1,639,136
|
|
|
$
|
798,159
|
|
Cash paid to suppliers and associates
|
|
(1,169,399
|
)
|
|
(1,005,181
|
)
|
||
Interest received
|
|
2,970
|
|
|
6,742
|
|
||
Interest paid
|
|
(18,030
|
)
|
|
(3,119
|
)
|
||
Income tax refunds (payments), net
|
|
25,561
|
|
|
(25,643
|
)
|
||
Excess tax benefit from share-based compensation arrangements
|
|
(66,853
|
)
|
|
(16,497
|
)
|
||
Other operating activities
|
|
(1,050
|
)
|
|
(1,296
|
)
|
||
Net cash provided by (used in) operating activities
|
|
412,335
|
|
|
(246,835
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(281,972
|
)
|
|
(389,966
|
)
|
||
Purchases of marketable securities and investments
|
|
(14,446
|
)
|
|
(189,735
|
)
|
||
Proceeds from sales and maturities of marketable securities and investments
|
|
83,367
|
|
|
377,691
|
|
||
Investment in note receivable, affiliate
|
|
(21,883
|
)
|
|
—
|
|
||
Purchase of restricted investments
|
|
(80,667
|
)
|
|
(62,748
|
)
|
||
Release of (increase in) restricted cash
|
|
21,547
|
|
|
(23,328
|
)
|
||
Acquisitions, net of cash acquired
|
|
(2,437
|
)
|
|
(21,105
|
)
|
||
Other investing activities
|
|
(4,812
|
)
|
|
214
|
|
||
Net cash used in investing activities
|
|
(301,303
|
)
|
|
(308,977
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from stock option exercises
|
|
70
|
|
|
7,651
|
|
||
Repayments of borrowings under revolving credit facility
|
|
(575,000
|
)
|
|
—
|
|
||
Proceeds from borrowings under revolving credit facility
|
|
590,000
|
|
|
—
|
|
||
Repayments of long-term debt
|
|
(160,296
|
)
|
|
(114,342
|
)
|
||
Proceeds from borrowings under long-term debt, net of discount and issuance costs
|
|
—
|
|
|
224,442
|
|
||
Excess tax benefit from share-based compensation arrangements
|
|
66,853
|
|
|
16,497
|
|
||
(Repayment of) proceeds from economic development funding
|
|
(6,820
|
)
|
|
3,112
|
|
||
Other financing activities
|
|
(713
|
)
|
|
(236
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(85,906
|
)
|
|
137,124
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(505
|
)
|
|
10,476
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
24,621
|
|
|
(408,212
|
)
|
||
Cash and cash equivalents, beginning of the period
|
|
605,619
|
|
|
765,689
|
|
||
Cash and cash equivalents, end of the period
|
|
$
|
630,240
|
|
|
$
|
357,477
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
||
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
61,615
|
|
|
$
|
109,685
|
|
December 2011 Restructuring
|
|
Asset Impairments
|
|
Asset Impairment Related Costs
|
|
Severance and Termination Related Costs
|
|
Total
|
||||||||
Ending Balance at December 31, 2011
|
|
$
|
—
|
|
|
$
|
2,346
|
|
|
$
|
6,807
|
|
|
$
|
9,153
|
|
Charges to Income
|
|
—
|
|
|
—
|
|
|
1,216
|
|
|
1,216
|
|
||||
Change in Estimates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash Payments
|
|
—
|
|
|
(158
|
)
|
|
(3,905
|
)
|
|
(4,063
|
)
|
||||
Non-Cash Amounts
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
|
(166
|
)
|
||||
Ending Balance at March 31, 2012
|
|
—
|
|
|
2,188
|
|
|
3,952
|
|
|
6,140
|
|
||||
Charges to Income
|
|
747
|
|
|
—
|
|
|
264
|
|
|
1,011
|
|
||||
Change in Estimates
|
|
—
|
|
|
(1,933
|
)
|
|
—
|
|
|
(1,933
|
)
|
||||
Cash Payments
|
|
—
|
|
|
—
|
|
|
(1,649
|
)
|
|
(1,649
|
)
|
||||
Non-Cash Amounts
|
|
(747
|
)
|
|
—
|
|
|
(264
|
)
|
|
(1,011
|
)
|
||||
Ending Balance at June 30, 2012
|
|
$
|
—
|
|
|
$
|
255
|
|
|
$
|
2,303
|
|
|
$
|
2,558
|
|
February 2012 Manufacturing Restructuring
|
|
Asset Impairments
|
|
Asset Impairment Related Costs
|
|
Total
|
||||||
Charges to Income
|
|
$
|
121,190
|
|
|
$
|
8,265
|
|
|
$
|
129,455
|
|
Changes in Estimates
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash Payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-Cash Amounts
|
|
(121,190
|
)
|
|
$
|
(2,877
|
)
|
|
(124,067
|
)
|
||
Ending Balance at March 31, 2012
|
|
—
|
|
|
5,388
|
|
|
5,388
|
|
|||
Charges to Income
|
|
1,575
|
|
|
214
|
|
|
1,789
|
|
|||
Changes in Estimates
|
|
519
|
|
|
(128
|
)
|
|
391
|
|
|||
Cash Payments
|
|
—
|
|
|
(172
|
)
|
|
(172
|
)
|
|||
Non-Cash Amounts
|
|
(2,094
|
)
|
|
235
|
|
|
(1,859
|
)
|
|||
Ending Balance at June 30, 2012
|
|
$
|
—
|
|
|
$
|
5,537
|
|
|
$
|
5,537
|
|
April 2012 Restructuring
|
|
Asset Impairments
|
|
Asset Impairment Related Costs
|
|
Severance and Termination Related Costs
|
|
Grant Repayments
|
|
Total
|
||||||||||
Charges to Income
|
|
$
|
224,226
|
|
|
$
|
5,844
|
|
|
$
|
10,502
|
|
|
$
|
29,822
|
|
|
$
|
270,394
|
|
Change in Estimates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-Cash Amounts
|
|
(224,226
|
)
|
|
—
|
|
|
—
|
|
|
(14,693
|
)
|
|
(238,919
|
)
|
|||||
Ending Balance at March 31, 2012
|
|
—
|
|
|
5,844
|
|
|
10,502
|
|
|
15,129
|
|
|
31,475
|
|
|||||
Charges to Income
|
|
766
|
|
|
—
|
|
|
16,812
|
|
|
452
|
|
|
18,030
|
|
|||||
Change in Estimates
|
|
—
|
|
|
(289
|
)
|
|
—
|
|
|
—
|
|
|
(289
|
)
|
|||||
Cash Payments
|
|
—
|
|
|
—
|
|
|
(5,877
|
)
|
|
(7,044
|
)
|
|
(12,921
|
)
|
|||||
Non-Cash Amounts
|
|
(766
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(766
|
)
|
|||||
Ending Balance at June 30, 2012
|
|
$
|
—
|
|
|
$
|
5,555
|
|
|
$
|
21,437
|
|
|
$
|
8,537
|
|
|
35,529
|
|
|
|
Components
|
|
Systems
|
|
Consolidated
|
||||||
Ending balance, December 31, 2011
|
|
$
|
—
|
|
|
$
|
65,444
|
|
|
$
|
65,444
|
|
Ending balance, June 30, 2012
|
|
$
|
—
|
|
|
$
|
65,444
|
|
|
$
|
65,444
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Cash:
|
|
|
|
|
||||
Cash
|
|
$
|
629,263
|
|
|
$
|
579,241
|
|
Cash equivalents:
|
|
|
|
|
||||
Money market mutual funds
|
|
977
|
|
|
26,378
|
|
||
Total cash and cash equivalents
|
|
630,240
|
|
|
605,619
|
|
||
Marketable securities:
|
|
|
|
|
||||
Commercial paper
|
|
2,500
|
|
|
9,193
|
|
||
Corporate debt securities
|
|
29,004
|
|
|
55,011
|
|
||
Federal agency debt
|
|
34,552
|
|
|
50,081
|
|
||
Foreign agency debt
|
|
5,836
|
|
|
10,928
|
|
||
Foreign government obligations
|
|
5,193
|
|
|
9,120
|
|
||
Supranational debt
|
|
34,360
|
|
|
45,991
|
|
||
U.S. government obligations
|
|
2,008
|
|
|
2,014
|
|
||
Total marketable securities
|
|
113,453
|
|
|
182,338
|
|
||
Total cash, cash equivalents, and marketable securities
|
|
$
|
743,693
|
|
|
$
|
787,957
|
|
|
|
As of June 30, 2012
|
||||||||||||||
Security Type
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Commercial paper
|
|
$
|
2,499
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2,500
|
|
Corporate debt securities
|
|
29,004
|
|
|
21
|
|
|
21
|
|
|
29,004
|
|
||||
Federal agency debt
|
|
34,503
|
|
|
49
|
|
|
—
|
|
|
34,552
|
|
||||
Foreign agency debt
|
|
6,008
|
|
|
—
|
|
|
172
|
|
|
5,836
|
|
||||
Foreign government obligations
|
|
5,189
|
|
|
4
|
|
|
—
|
|
|
5,193
|
|
||||
Supranational debt
|
|
34,384
|
|
|
9
|
|
|
33
|
|
|
34,360
|
|
||||
U.S. government obligations
|
|
1,999
|
|
|
9
|
|
|
—
|
|
|
2,008
|
|
||||
Total
|
|
$
|
113,586
|
|
|
$
|
93
|
|
|
$
|
226
|
|
|
$
|
113,453
|
|
|
|
As of December 31, 2011
|
||||||||||||||
Security Type
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Commercial paper
|
|
$
|
9,192
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
9,193
|
|
Corporate debt securities
|
|
55,150
|
|
|
13
|
|
|
152
|
|
|
55,011
|
|
||||
Federal agency debt
|
|
50,035
|
|
|
54
|
|
|
8
|
|
|
50,081
|
|
||||
Foreign agency debt
|
|
11,473
|
|
|
—
|
|
|
545
|
|
|
10,928
|
|
||||
Foreign government obligations
|
|
9,128
|
|
|
1
|
|
|
9
|
|
|
9,120
|
|
||||
Supranational debt
|
|
46,380
|
|
|
—
|
|
|
389
|
|
|
45,991
|
|
||||
U.S. government obligations
|
|
1,999
|
|
|
15
|
|
|
—
|
|
|
2,014
|
|
||||
Total
|
|
$
|
183,357
|
|
|
$
|
84
|
|
|
$
|
1,103
|
|
|
$
|
182,338
|
|
|
|
As of June 30, 2012
|
||||||||||||||
Maturity
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
One year or less
|
|
$
|
78,113
|
|
|
$
|
41
|
|
|
$
|
226
|
|
|
$
|
77,928
|
|
One year to two years
|
|
33,540
|
|
|
41
|
|
|
—
|
|
|
33,581
|
|
||||
Two years to three years
|
|
1,933
|
|
|
11
|
|
|
—
|
|
|
1,944
|
|
||||
Total
|
|
$
|
113,586
|
|
|
$
|
93
|
|
|
$
|
226
|
|
|
$
|
113,453
|
|
|
|
As of December 31, 2011
|
||||||||||||||
Maturity
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
One year or less
|
|
$
|
66,146
|
|
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
66,146
|
|
One year to two years
|
|
97,538
|
|
|
54
|
|
|
854
|
|
|
96,738
|
|
||||
Two years to three years
|
|
19,673
|
|
|
—
|
|
|
219
|
|
|
19,454
|
|
||||
Total
|
|
$
|
183,357
|
|
|
$
|
84
|
|
|
$
|
1,103
|
|
|
$
|
182,338
|
|
|
|
As of June 30, 2012
|
||||||||||||||||||||||
|
|
In Loss Position for
Less Than 12 Months
|
|
In Loss Position for
12 Months or Greater
|
|
Total
|
||||||||||||||||||
Security Type
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Corporate debt securities
|
|
$
|
18,421
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,421
|
|
|
$
|
21
|
|
Foreign agency debt
|
|
5,836
|
|
|
172
|
|
|
—
|
|
|
—
|
|
|
5,836
|
|
|
172
|
|
||||||
Supranational debt
|
|
15,156
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
15,156
|
|
|
33
|
|
||||||
Total
|
|
$
|
39,413
|
|
|
$
|
226
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,413
|
|
|
$
|
226
|
|
|
|
As of December 31, 2011
|
||||||||||||||||||||||
|
|
In Loss Position for
Less Than 12 Months
|
|
In Loss Position for
12 Months or Greater
|
|
Total
|
||||||||||||||||||
Security Type
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Corporate debt securities
|
|
$
|
47,763
|
|
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,763
|
|
|
$
|
152
|
|
Federal agency debt
|
|
6,744
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
6,744
|
|
|
8
|
|
||||||
Foreign agency debt
|
|
8,176
|
|
|
545
|
|
|
—
|
|
|
—
|
|
|
8,176
|
|
|
545
|
|
||||||
Foreign government obligations
|
|
6,361
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
6,361
|
|
|
9
|
|
||||||
Supranational debt
|
|
45,991
|
|
|
389
|
|
|
—
|
|
|
—
|
|
|
45,991
|
|
|
389
|
|
||||||
Total
|
|
$
|
115,035
|
|
|
$
|
1,103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
115,035
|
|
|
$
|
1,103
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Restricted cash
|
|
$
|
172
|
|
|
$
|
21,735
|
|
Restricted investments
|
|
267,239
|
|
|
178,815
|
|
||
Restricted cash and investments
|
|
$
|
267,411
|
|
|
$
|
200,550
|
|
|
|
As of June 30, 2012
|
||||||||||||||
Security Type
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
176,335
|
|
|
$
|
24,990
|
|
|
$
|
31
|
|
|
$
|
201,294
|
|
U.S. government obligations
|
|
52,181
|
|
|
13,764
|
|
|
—
|
|
|
65,945
|
|
||||
Total
|
|
$
|
228,516
|
|
|
$
|
38,754
|
|
|
$
|
31
|
|
|
$
|
267,239
|
|
|
|
As of December 31, 2011
|
||||||||||||||
Security Type
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
132,734
|
|
|
$
|
23,102
|
|
|
$
|
—
|
|
|
$
|
155,836
|
|
U.S. government obligations
|
|
15,825
|
|
|
7,154
|
|
|
—
|
|
|
22,979
|
|
||||
Total
|
|
$
|
148,559
|
|
|
$
|
30,256
|
|
|
$
|
—
|
|
|
$
|
178,815
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Accounts receivable trade, gross
|
|
$
|
155,670
|
|
|
$
|
320,600
|
|
Allowance for doubtful accounts
|
|
(12,000
|
)
|
|
(10,032
|
)
|
||
Accounts receivable trade, net
|
|
$
|
143,670
|
|
|
$
|
310,568
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Raw materials
|
|
$
|
181,453
|
|
|
$
|
230,675
|
|
Work in process
|
|
16,205
|
|
|
28,817
|
|
||
Finished goods
|
|
521,018
|
|
|
277,126
|
|
||
Inventories
|
|
$
|
718,676
|
|
|
$
|
536,618
|
|
Inventories — current
|
|
$
|
580,737
|
|
|
$
|
475,867
|
|
Inventories — noncurrent (1)
|
|
$
|
137,939
|
|
|
$
|
60,751
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Prepaid expenses
|
|
$
|
43,121
|
|
|
$
|
151,630
|
|
Derivative instruments
|
|
8,301
|
|
|
63,673
|
|
||
Other assets — current
|
|
85,446
|
|
|
113,729
|
|
||
Prepaid expenses and other current assets
|
|
$
|
136,868
|
|
|
$
|
329,032
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Buildings and improvements
|
|
$
|
439,520
|
|
|
$
|
393,676
|
|
Machinery and equipment
|
|
1,332,310
|
|
|
1,453,293
|
|
||
Office equipment and furniture
|
|
119,494
|
|
|
110,936
|
|
||
Leasehold improvements
|
|
54,265
|
|
|
48,374
|
|
||
Depreciable property, plant and equipment, gross
|
|
1,945,589
|
|
|
2,006,279
|
|
||
Accumulated depreciation
|
|
(722,422
|
)
|
|
(617,787
|
)
|
||
Depreciable property, plant and equipment, net
|
|
1,223,167
|
|
|
1,388,492
|
|
||
Land
|
|
22,178
|
|
|
8,065
|
|
||
Construction in progress (1)
|
|
322,022
|
|
|
419,401
|
|
||
Property, plant and equipment, net
|
|
$
|
1,567,367
|
|
|
$
|
1,815,958
|
|
(1)
|
Included within construction in progress as of
June 30, 2012
is
$226.0 million
of machinery and equipment (“stored assets”) that was originally purchased for installation in our previously planned manufacturing capacity expansions. We intend to install and place the stored assets into service in yet to be determined locations once market demand supports such additional manufacturing capacity. As the stored assets are neither in the condition or location to produce modules as intended we will not begin depreciation until the assets are placed into service. The stored assets are evaluated for impairment whenever events or changes in business circumstances arise that may indicate that the carrying amount of our long-lived assets may not be recoverable.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
|
June 30, 2012
|
|
June 30, 2011
|
||||||||
Interest cost incurred
|
|
$
|
(9,318
|
)
|
|
$
|
(1,954
|
)
|
|
$
|
(16,050
|
)
|
|
$
|
(3,791
|
)
|
Interest cost capitalized —– property, plant and equipment
|
|
769
|
|
|
1,352
|
|
|
2,822
|
|
|
3,111
|
|
||||
Interest cost capitalized —– project assets
|
|
1,177
|
|
|
602
|
|
|
4,936
|
|
|
680
|
|
||||
Interest expense, net
|
|
$
|
(7,372
|
)
|
|
$
|
—
|
|
|
$
|
(8,292
|
)
|
|
$
|
—
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Project assets — land
|
|
$
|
8,533
|
|
|
$
|
13,704
|
|
Project assets — development costs
|
|
138,990
|
|
|
136,251
|
|
||
Project assets — construction costs
|
|
12,716
|
|
|
224,926
|
|
||
Project assets
|
|
$
|
160,239
|
|
|
$
|
374,881
|
|
|
|
June 30, 2012
|
|
|
December 31, 2011
|
|||
Retainage (1)
|
|
$
|
146,168
|
|
|
$
|
—
|
|
Other assets - noncurrent
|
|
55,961
|
|
|
67,615
|
|
||
Other assets
|
|
$
|
202,129
|
|
|
$
|
67,615
|
|
(1)
|
Certain of the engineering, procurement, and construction (“EPC”) contracts for solar power plants we build contain retainage provisions. Retainage refers to the portion of the EPC contract price earned by us for work performed, but held for payment by our customer as a form of security until we reach certain construction milestones. We consider whether collectability of such retainage is reasonably assured in connection with our overall assessment of the
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Accrued compensation and benefits
|
|
$
|
70,792
|
|
|
$
|
57,480
|
|
Accrued property, plant and equipment
|
|
31,675
|
|
|
41,015
|
|
||
Accrued inventory
|
|
48,848
|
|
|
46,028
|
|
||
Product warranty liability (Note 15)
|
|
97,779
|
|
|
78,637
|
|
||
Accrued expenses in excess of normal product warranty liability and related expenses (1)
|
|
112,801
|
|
|
89,893
|
|
||
Other accrued expenses
|
|
114,922
|
|
|
93,606
|
|
||
Accrued expenses
|
|
$
|
476,817
|
|
|
$
|
406,659
|
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Derivative instruments
|
|
$
|
13,078
|
|
|
$
|
37,342
|
|
Deferred tax liabilities
|
|
3,621
|
|
|
6,612
|
|
||
Payments and billings for deferred project costs (1)
|
|
—
|
|
|
192,440
|
|
||
Other liabilities — current
|
|
21,834
|
|
|
58,252
|
|
||
Other current liabilities
|
|
$
|
38,533
|
|
|
$
|
294,646
|
|
(1)
|
Payments and billings for deferred project costs represent customer payments received or customer billings made under the terms of certain solar power project sales contracts for which all revenue recognition criteria for real estate transactions under ASC 360 have not yet been met and are not yet certain of being met in the future. Such solar power project costs
|
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Product warranty liability
|
|
$
|
84,110
|
|
|
$
|
79,105
|
|
Other taxes payable
|
|
78,103
|
|
|
73,054
|
|
||
Payments and billings for deferred project costs (1)
|
|
282,442
|
|
|
167,374
|
|
||
Other liabilities — noncurrent
|
|
62,568
|
|
|
53,973
|
|
||
Other liabilities
|
|
$
|
507,223
|
|
|
$
|
373,506
|
|
(1)
|
Payments and billings for deferred project costs represent customer payments received or customer billings made under the terms of certain solar power project sales contracts for which all revenue recognition criteria for real estate transactions under ASC 360 have not yet been met and are not yet certain of being met in the future. Such solar power project costs are included as a component of noncurrent deferred project costs.
|
|
|
Foreign Exchange Forward Contracts
|
|
Interest Rate Swap Contracts
|
|
Cross Currency Swap Contract
|
|
Total
|
||||||||
Balance in other comprehensive income (loss) at December 31, 2011
|
|
$
|
33,751
|
|
|
$
|
(2,571
|
)
|
|
$
|
(5,899
|
)
|
|
$
|
25,281
|
|
Amounts recognized in other comprehensive (loss) income
|
|
(11,341
|
)
|
|
(914
|
)
|
|
4,347
|
|
|
(7,908
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
(6,710
|
)
|
|
—
|
|
|
—
|
|
|
(6,710
|
)
|
||||
Foreign currency gain
|
|
—
|
|
|
—
|
|
|
(5,003
|
)
|
|
(5,003
|
)
|
||||
Interest expense
|
|
—
|
|
|
244
|
|
|
71
|
|
|
315
|
|
||||
Balance in other comprehensive income (loss) at March 31, 2012
|
|
$
|
15,700
|
|
|
$
|
(3,241
|
)
|
|
$
|
(6,484
|
)
|
|
$
|
5,975
|
|
Amounts recognized in other comprehensive (loss) income
|
|
5,825
|
|
|
(334
|
)
|
|
(5,989
|
)
|
|
(498
|
)
|
||||
Amounts reclassified to net sales as a result of forecasted transactions being probable of not occurring
|
|
(3,385
|
)
|
|
—
|
|
|
—
|
|
|
(3,385
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency loss
|
|
—
|
|
|
—
|
|
|
5,382
|
|
|
5,382
|
|
||||
Interest expense
|
|
—
|
|
|
2,084
|
|
|
131
|
|
|
2,215
|
|
||||
Balance in other comprehensive income (loss) at June 30, 2012
|
|
$
|
18,140
|
|
|
$
|
(1,491
|
)
|
|
$
|
(6,960
|
)
|
|
$
|
9,689
|
|
|
|
Foreign Exchange Forward Contracts
|
|
Interest Rate Swap Contracts
|
|
Cross Currency Swap Contract
|
|
Total
|
||||||||
Balance in other comprehensive (loss) income at December 31, 2010
|
|
$
|
(1,448
|
)
|
|
$
|
(1,219
|
)
|
|
$
|
—
|
|
|
$
|
(2,667
|
)
|
Amounts recognized in other comprehensive (loss) income
|
|
(53,752
|
)
|
|
717
|
|
|
—
|
|
|
(53,035
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
12,380
|
|
|
—
|
|
|
—
|
|
|
12,380
|
|
||||
Interest expense
|
|
—
|
|
|
205
|
|
|
—
|
|
|
205
|
|
||||
Balance in other comprehensive (loss) income at March 31, 2011
|
|
$
|
(42,820
|
)
|
|
$
|
(297
|
)
|
|
$
|
—
|
|
|
$
|
(43,117
|
)
|
Amounts recognized in other comprehensive (loss) income
|
|
(14,393
|
)
|
|
(533
|
)
|
|
—
|
|
|
(14,926
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
26,154
|
|
|
—
|
|
|
—
|
|
|
26,154
|
|
||||
Interest expense
|
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
||||
Balance in other comprehensive (loss) income at June 30, 2011
|
|
$
|
(31,059
|
)
|
|
$
|
(630
|
)
|
|
$
|
—
|
|
|
$
|
(31,689
|
)
|
|
|
|
Amount of Gain (Loss) Recognized in Income on Derivatives
|
||||||||||||
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||
Derivatives not designated as hedging instruments under ASC 815:
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30,
2012 |
|
June 30,
2011 |
||||||
Foreign exchange forward contracts
|
Foreign currency (loss) gain
|
|
$
|
(8,877
|
)
|
|
$
|
(741
|
)
|
|
(1,523
|
)
|
|
468
|
|
Foreign exchange forward contracts
|
Cost of sales
|
|
$
|
(1,546
|
)
|
|
$
|
820
|
|
|
(738
|
)
|
|
3,902
|
|
|
|
|
|
|
|
Weighted Average Forward Exchange Rate
|
|
Balance sheet close rate on
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
|
June 30, 2012
|
|
June 30, 2012
|
Canadian dollar
|
|
CAD 192.0
|
|
$186.5
|
|
$0.97/CAD1.00
|
|
$0.98/CAD1.00
|
Australian dollar
|
|
AUD 8.0
|
|
$8.2
|
|
$1.03/AUD1.00
|
|
$1.02/AUD1.00
|
|
|
|
|
|
|
Weighted Average Forward Exchange Rate
|
|
Balance sheet close rate on
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
|
December 31, 2011
|
|
June 30, 2012
|
Euro
|
|
€81.0
|
|
$102.9
|
|
$1.37/€1.00
|
|
$1.27/€1.00
|
Canadian dollar
|
|
CAD 340.0
|
|
$333.2
|
|
$1.05/CAD1.00
|
|
$0.98/CAD1.00
|
Australian dollar
|
|
AUD 8.0
|
|
$8.2
|
|
$1.03/AUD1.00
|
|
$1.02/AUD1.00
|
|
|
|
|
|
|
|
|
Balance sheet close rate on
|
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
|
June 30, 2012
|
Purchase
|
|
Euro
|
|
€231.7
|
|
$294.3
|
|
$1.27/€1.00
|
Sell
|
|
Euro
|
|
€128.0
|
|
$162.6
|
|
$1.27/€1.00
|
Sell
|
|
Australian dollar
|
|
AUD 18.7
|
|
$19.1
|
|
$1.02/AUD1.00
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 135.8
|
|
$42.1
|
|
$0.31/MYR1.00
|
Sell
|
|
Malaysian ringgit
|
|
MYR 25.0
|
|
$7.8
|
|
$0.31/MYR1.00
|
Purchase
|
|
Chinese renminbi
|
|
CNY 16.7
|
|
$2.7
|
|
$0.16/CNY1.00
|
Sell
|
|
Chinese renminbi
|
|
CNY 10.8
|
|
$1.7
|
|
$0.16/CNY1.00
|
Purchase
|
|
Japanese yen
|
|
JPY 176.8
|
|
$1.7
|
|
$0.01/JPY1.00
|
Purchase
|
|
Canadian dollar
|
|
CAD 33.9
|
|
$33.2
|
|
$0.98/CAD1.00
|
Sell
|
|
Canadian dollar
|
|
CAD 46.7
|
|
$45.8
|
|
$0.98/CAD1.00
|
•
|
Level 1 — Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.
|
•
|
Level 2 — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques.
|
•
|
Level 3 — Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect our own assumptions about the assumptions that market participants would use to price an asset or liability.
|
•
|
Cash equivalents.
At
June 30, 2012
, our cash equivalents consisted of money market mutual funds. At
December 31, 2011
, our cash equivalents consisted of money market mutual funds. We value our money market cash equivalents using observable inputs that reflect quoted prices for securities with identical characteristics, and accordingly, we classify the valuation techniques that use these inputs as Level 1.
|
•
|
Marketable securities and restricted investments.
At
June 30, 2012
, our marketable securities consisted of
commercial paper, corporate debt securities, federal and foreign agency debt, foreign government obligations, supranational debt, and U.S. government obligations
, and our restricted investments consisted of foreign and U.S. government obligations. At
December 31, 2011
, our marketable securities consisted of commercial paper, corporate debt securities, federal and foreign agency debt, foreign government obligations, supranational debt, and U.S. government obligations, and our restricted investments consisted of foreign and U.S. government obligations. We value our marketable securities and restricted investments using quoted prices for securities with similar characteristics and other observable inputs (such as interest rates that are observable at commonly quoted intervals), and accordingly, we classify the valuation techniques that use these inputs as Level 2. We also consider the effect of our counterparties’ credit standings in these fair value measurements.
|
•
|
Derivative assets and liabilities
. At
June 30, 2012
and
December 31, 2011
, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies, an interest rate swap contract involving a benchmark of interest rates, and a cross-currency swap including both. Since our derivative assets and liabilities are not traded on an exchange, we value them using industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit risk, foreign exchange rates, and forward and spot prices for currencies. These inputs are observable in active markets over the terms of the derivative instruments we hold, and accordingly, we classify these valuation techniques as Level 2. We consider the effect of our own credit standing and that of our counterparties in our fair value measurements of our derivative assets and liabilities.
|
•
|
Solar module collection and recycling liability.
We account for our obligation to collect and recycle the solar modules
|
|
|
As of June 30, 2012
|
||||||||||||||
|
|
|
|
Fair Value Measurements at Reporting
Date Using
|
||||||||||||
|
|
Total Fair
Value and
Carrying
Value on Our
Balance Sheet
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
977
|
|
|
977
|
|
|
—
|
|
|
—
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial paper
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
||||
Corporate debt securities
|
|
29,004
|
|
|
—
|
|
|
29,004
|
|
|
—
|
|
||||
Federal agency debt
|
|
34,552
|
|
|
—
|
|
|
34,552
|
|
|
—
|
|
||||
Foreign agency debt
|
|
5,836
|
|
|
—
|
|
|
5,836
|
|
|
—
|
|
||||
Foreign government obligations
|
|
5,193
|
|
|
—
|
|
|
5,193
|
|
|
—
|
|
||||
Supranational debt
|
|
34,360
|
|
|
—
|
|
|
34,360
|
|
|
—
|
|
||||
U.S. government obligations
|
|
2,008
|
|
|
—
|
|
|
2,008
|
|
|
—
|
|
||||
Restricted investments (excluding restricted cash)
|
|
267,239
|
|
|
—
|
|
|
267,239
|
|
|
—
|
|
||||
Derivative assets
|
|
8,301
|
|
|
—
|
|
|
8,301
|
|
|
—
|
|
||||
Total assets
|
|
$
|
389,970
|
|
|
$
|
977
|
|
|
$
|
388,993
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
20,005
|
|
|
$
|
—
|
|
|
$
|
20,005
|
|
|
$
|
—
|
|
|
|
As of December 31, 2011
|
||||||||||||||
|
|
|
|
Fair Value Measurements at Reporting
Date Using
|
||||||||||||
|
|
Total Fair
Value and
Carrying
Value on Our
Balance Sheet
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|||||||
Money market mutual funds
|
|
26,378
|
|
|
26,378
|
|
|
—
|
|
|
—
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
|
9,193
|
|
|
—
|
|
|
9,193
|
|
|
—
|
|
||||
Corporate debt securities
|
|
55,011
|
|
|
—
|
|
|
55,011
|
|
|
—
|
|
||||
Federal agency debt
|
|
50,081
|
|
|
—
|
|
|
50,081
|
|
|
—
|
|
||||
Foreign agency debt
|
|
10,928
|
|
|
—
|
|
|
10,928
|
|
|
—
|
|
||||
Foreign government obligations
|
|
9,120
|
|
|
—
|
|
|
9,120
|
|
|
—
|
|
||||
Supranational debt
|
|
45,991
|
|
|
—
|
|
|
45,991
|
|
|
—
|
|
||||
U.S. government obligations
|
|
2,014
|
|
|
—
|
|
|
2,014
|
|
|
—
|
|
||||
Restricted investments (excluding restricted cash)
|
|
178,815
|
|
|
—
|
|
|
178,815
|
|
|
—
|
|
||||
Derivative assets
|
|
63,673
|
|
|
—
|
|
|
63,673
|
|
|
—
|
|
||||
Total assets
|
|
$
|
451,204
|
|
|
$
|
26,378
|
|
|
$
|
424,826
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
44,412
|
|
|
$
|
—
|
|
|
$
|
44,412
|
|
|
$
|
—
|
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities — current and noncurrent
|
|
$
|
113,453
|
|
|
$
|
113,453
|
|
|
$
|
182,338
|
|
|
$
|
182,338
|
|
Foreign exchange forward contract assets
|
|
$
|
8,301
|
|
|
$
|
8,301
|
|
|
$
|
63,673
|
|
|
$
|
63,673
|
|
Restricted investments (excluding restricted cash)
|
|
$
|
267,239
|
|
|
$
|
267,239
|
|
|
$
|
178,815
|
|
|
$
|
178,815
|
|
Note receivable, affiliate
|
|
$
|
21,373
|
|
|
$
|
19,983
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes receivable — noncurrent
|
|
$
|
8,869
|
|
|
$
|
9,384
|
|
|
$
|
9,086
|
|
|
$
|
9,288
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current maturities
|
|
$
|
518,851
|
|
|
$
|
522,832
|
|
|
$
|
663,648
|
|
|
$
|
670,662
|
|
Interest rate swap contract liabilities
|
|
$
|
1,491
|
|
|
$
|
1,491
|
|
|
$
|
2,571
|
|
|
$
|
2,571
|
|
Cross-currency swap contract liabilities
|
|
$
|
6,382
|
|
|
$
|
6,382
|
|
|
$
|
4,943
|
|
|
$
|
4,943
|
|
Foreign exchange forward contract liabilities
|
|
$
|
12,132
|
|
|
$
|
12,132
|
|
|
$
|
36,898
|
|
|
$
|
36,898
|
|
Type
|
|
June 30,
2012 |
|
December 31,
2011 |
||||
Revolving Credit Facility
|
|
$
|
215,000
|
|
|
$
|
200,000
|
|
German Facility Agreement
|
|
—
|
|
|
140,085
|
|
||
Malaysian Ringgit Facility Agreement
|
|
146,346
|
|
|
146,725
|
|
||
Malaysian Euro Facility Agreement
|
|
60,870
|
|
|
67,556
|
|
||
Malaysian Facility Agreement
|
|
87,456
|
|
|
102,008
|
|
||
Director of Development of the State of Ohio
|
|
5,587
|
|
|
6,337
|
|
||
France Facility Agreement
|
|
4,718
|
|
|
4,833
|
|
||
Capital lease obligations
|
|
2,214
|
|
|
2,440
|
|
||
Long-term debt principal
|
|
522,191
|
|
|
669,984
|
|
||
Less unamortized discount
|
|
(3,340
|
)
|
|
(6,336
|
)
|
||
Total long-term debt
|
|
518,851
|
|
|
663,648
|
|
||
Less current portion
|
|
(47,768
|
)
|
|
(44,505
|
)
|
||
Noncurrent portion
|
|
$
|
471,083
|
|
|
$
|
619,143
|
|
|
|
|
|
|
|
Borrowings
Outstanding
|
|
Letters of Credit Outstanding
|
|
Availability
|
||||||||
Maturity
|
|
Denomination
|
|
Capacity
|
|
June 30,
2012 |
|
June 30,
2012 |
|
June 30,
2012 |
||||||||
2015
|
|
USD
|
|
$
|
600,000
|
|
|
$
|
215,000
|
|
|
$
|
133,806
|
|
|
$
|
251,194
|
|
|
|
|
|
|
|
|
|
Borrowings
Outstanding |
|
Availability
|
||||||
Interest Rate
|
|
Maturity
|
|
Denomination
|
|
Original Capacity
|
|
June 30,
2012 |
|
June 30,
2012 |
||||||
KLIBOR plus 2.00% (1)
|
|
2018
|
|
MYR
|
|
RM
|
465,000
|
|
|
RM
|
465,000
|
|
|
RM
|
—
|
|
|
|
|
|
|
|
|
|
Borrowings
Outstanding |
|
Availability
|
||||||
Interest Rate
|
|
Maturity
|
|
Denomination
|
|
Original Capacity
|
|
June 30,
2012 |
|
June 30,
2012 |
||||||
EURIBOR plus 1.00%
|
|
2018
|
|
EUR
|
|
€
|
60,000
|
|
(1)
|
€
|
48,042
|
|
|
€
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
Outstanding |
|
Availability
|
||||||
Borrowing
|
|
Interest Rate
|
|
Maturity
|
|
Denomination
|
|
Original Capacity
|
|
June 30,
2012 |
|
June 30,
2012 |
||||||
Fixed-rate facility
|
|
4.54%
|
|
2016
|
|
EUR
|
|
€
|
67,000
|
|
|
€
|
34,513
|
|
|
€
|
—
|
|
Floating-rate facility
|
|
EURIBOR plus 0.55% (1)
|
|
2016
|
|
EUR
|
|
€
|
67,000
|
|
|
€
|
34,513
|
|
|
€
|
—
|
|
|
|
|
|
|
|
|
|
€
|
134,000
|
|
|
€
|
69,026
|
|
|
€
|
—
|
|
|
|
|
|
|
|
|
|
Borrowings
Outstanding |
|
Availability
|
||||||
Interest Rate
|
|
Maturity
|
|
Denomination
|
|
Original Capacity
|
|
June 30,
2012 |
|
June 30,
2012 |
||||||
2.25%
|
|
2015
|
|
USD
|
|
$
|
15,000
|
|
|
$
|
5,587
|
|
|
$
|
—
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30,
2012 |
|
June 30,
2011 |
||||||||
Product warranty liability, beginning of period
|
|
$
|
179,454
|
|
|
$
|
32,141
|
|
|
$
|
157,742
|
|
|
$
|
27,894
|
|
Accruals for new warranties issued
|
|
7,636
|
|
|
5,293
|
|
|
11,613
|
|
|
10,562
|
|
||||
Settlements
|
|
(10,894
|
)
|
|
(2,869
|
)
|
|
(16,597
|
)
|
|
(6,455
|
)
|
||||
Change in estimate of product warranty liability (1)
|
|
5,693
|
|
|
1,791
|
|
|
29,131
|
|
|
4,355
|
|
||||
Product warranty liability, end of period
|
|
$
|
181,889
|
|
|
$
|
36,356
|
|
|
$
|
181,889
|
|
|
$
|
36,356
|
|
Current portion of warranty liability
|
|
$
|
97,779
|
|
|
$
|
10,706
|
|
|
$
|
97,779
|
|
|
$
|
10,706
|
|
Noncurrent portion of warranty liability
|
|
$
|
84,110
|
|
|
$
|
25,650
|
|
|
$
|
84,110
|
|
|
$
|
25,650
|
|
(1)
|
Changes in estimate of product warranty liability during the
six
months ended
June 30, 2012
includes a net increase to our best estimate of
$22.6 million
partially related to a net increase in the expected number of replacement modules required for certain remediation efforts related to the manufacturing excursion that occurred between June 2008 and June 2009. Such estimated increase was primarily due to the completion of the analysis on certain outstanding claims as of
December 31, 2011
. The remaining portion of this increase was primarily related to a change in estimate for the market value of the modules that we estimate will be returned to us under the voluntary remediation efforts that meet the required performance standards to be re-sold as refurbished modules. If the actual market value for such refurbished modules is less than the estimated market value for such modules we may be required to incur additional expense for further inventory write-downs.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
|
June 30, 2012
|
|
June 30, 2011
|
||||||||
Share-based compensation expense included in:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
|
$
|
2,337
|
|
|
$
|
9,592
|
|
|
$
|
10,595
|
|
|
$
|
16,445
|
|
Research and development
|
|
914
|
|
|
4,013
|
|
|
4,135
|
|
|
7,300
|
|
||||
Selling, general and administrative
|
|
(19,419
|
)
|
|
16,710
|
|
|
(8,123
|
)
|
|
31,394
|
|
||||
Production start-up
|
|
(822
|
)
|
|
956
|
|
|
(169
|
)
|
|
1,699
|
|
||||
Restructuring
|
|
329
|
|
|
—
|
|
|
495
|
|
|
—
|
|
||||
Total share-based compensation expense
|
|
$
|
(16,661
|
)
|
|
$
|
31,271
|
|
|
$
|
6,933
|
|
|
$
|
56,838
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
|
June 30, 2012
|
|
June 30, 2011
|
||||||||
Stock options
|
|
$
|
33
|
|
|
$
|
378
|
|
|
$
|
264
|
|
|
$
|
760
|
|
Restricted stock units
|
|
(15,054
|
)
|
|
31,471
|
|
|
8,958
|
|
|
56,913
|
|
||||
Unrestricted stock
|
|
186
|
|
|
226
|
|
|
361
|
|
|
452
|
|
||||
Stock purchase plan
|
|
136
|
|
|
—
|
|
|
371
|
|
|
—
|
|
||||
Net amount absorbed into inventory
|
|
(1,962
|
)
|
|
(804
|
)
|
|
(3,021
|
)
|
|
(1,287
|
)
|
||||
Total share-based compensation expense
|
|
$
|
(16,661
|
)
|
|
$
|
31,271
|
|
|
$
|
6,933
|
|
|
$
|
56,838
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
|
June 30, 2012
|
|
June 30, 2011
|
||||||||
Basic net income (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
110,983
|
|
|
$
|
61,138
|
|
|
$
|
(338,433
|
)
|
|
$
|
177,106
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common stock outstanding
|
|
86,855
|
|
|
86,164
|
|
|
86,681
|
|
|
85,746
|
|
||||
Diluted net income (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common stock outstanding
|
|
86,855
|
|
|
86,164
|
|
|
86,681
|
|
|
85,746
|
|
||||
Effect of stock options, restricted stock units outstanding, stock purchase plan, and contingent issuable shares
|
|
798
|
|
|
962
|
|
|
—
|
|
|
1,346
|
|
||||
Weighted-average shares used in computing diluted net income (loss) per share
|
|
87,653
|
|
|
87,126
|
|
|
86,681
|
|
|
87,092
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
|
June 30, 2012
|
|
June 30, 2011
|
||||||||
Per share information — basic:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share
|
|
$
|
1.28
|
|
|
$
|
0.71
|
|
|
$
|
(3.90
|
)
|
|
$
|
2.07
|
|
|
|
|
|
|
|
|
|
|
||||||||
Per share information — diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share
|
|
$
|
1.27
|
|
|
$
|
0.70
|
|
|
$
|
(3.90
|
)
|
|
$
|
2.03
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
|
June 30, 2012
|
|
June 30, 2011
|
||||
Restricted stock units, stock purchase plan, and options to purchase common stock
|
|
3,681
|
|
|
939
|
|
|
2,324
|
|
|
515
|
|
|
|
Three Months Ended
|
||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
||||
Net income
|
|
$
|
110,983
|
|
|
$
|
61,138
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(9,795
|
)
|
|
6,794
|
|
||
Unrealized gain (loss) on marketable securities and restricted investments for the period (net of tax of $(1,447) and $210, respectively)
|
|
12,629
|
|
|
(1,531
|
)
|
||
Less: reclassification for gains included in net income (net of tax of $0 and $807, respectively)
|
|
(3
|
)
|
|
(2,440
|
)
|
||
Unrealized gain (loss) on marketable securities and restricted investments
|
|
12,626
|
|
|
(3,971
|
)
|
||
Unrealized loss on derivative instruments for the period (net of tax of $(1,145) and $(2,497) respectively)
|
|
(1,644
|
)
|
|
(17,422
|
)
|
||
Less: reclassification for losses included in net income (net of tax of $17 and $0, respectively)
|
|
4,229
|
|
|
26,353
|
|
||
Unrealized gain on derivative instruments
|
|
2,585
|
|
|
8,931
|
|
||
Other comprehensive income (loss), net of tax
|
|
5,416
|
|
|
11,754
|
|
||
Comprehensive income (loss)
|
|
$
|
116,399
|
|
|
$
|
72,892
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
||||
Net (loss) income
|
|
$
|
(338,433
|
)
|
|
$
|
177,106
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
3,714
|
|
|
30,589
|
|
||
Unrealized gain (loss) on marketable securities and restricted investments for the period (net of tax of $(771) and $1,278, respectively)
|
|
8,578
|
|
|
(8,988
|
)
|
||
Less: reclassification for gains included in net income (net of tax of $0 and $813, respectively)
|
|
(16
|
)
|
|
(2,486
|
)
|
||
Unrealized gain (loss) on marketable securities and restricted investments
|
|
8,562
|
|
|
(11,474
|
)
|
||
Unrealized (loss) on derivative instruments for the period (net of tax of $1,104 and $(2,497), respectively)
|
|
(7,303
|
)
|
|
(70,458
|
)
|
||
Less: reclassification for (gains) losses included in net income (net of tax of $1,774 and $0, respectively)
|
|
(5,412
|
)
|
|
38,939
|
|
||
Unrealized (loss) on derivative instruments
|
|
(12,715
|
)
|
|
(31,519
|
)
|
||
Other comprehensive (loss), net of tax
|
|
(439
|
)
|
|
(12,404
|
)
|
||
Comprehensive (loss) income
|
|
$
|
(338,872
|
)
|
|
$
|
164,702
|
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||
Foreign currency translation adjustments
|
|
$
|
(44,668
|
)
|
|
$
|
(48,381
|
)
|
Unrealized gain on marketable securities and restricted investments, net of tax of $(5,510) and $(4,740) as of June 30, 2012 and December 31, 2011, respectively
|
|
32,993
|
|
|
24,431
|
|
||
Unrealized gain on derivative instruments, net of tax of $(3,490) and $(6,368) as of June 30, 2012 and December 31, 2011, respectively
|
|
6,198
|
|
|
18,913
|
|
||
Accumulated other comprehensive loss
|
|
$
|
(5,477
|
)
|
|
$
|
(5,037
|
)
|
|
|
Six Months Ended
|
||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
||||
Net (loss) income
|
|
$
|
(338,433
|
)
|
|
$
|
177,106
|
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
138,229
|
|
|
104,287
|
|
||
Impairment of long-lived assets
|
|
350,213
|
|
|
1,486
|
|
||
Impairment of project assets
|
|
3,227
|
|
|
3,411
|
|
||
Share-based compensation
|
|
6,933
|
|
|
56,838
|
|
||
Remeasurement of monetary assets and liabilities
|
|
(561
|
)
|
|
6,635
|
|
||
Deferred income taxes
|
|
4,896
|
|
|
(42,048
|
)
|
||
Excess tax benefit from share-based compensation arrangements
|
|
(66,853
|
)
|
|
(16,497
|
)
|
||
Provision for doubtful accounts receivable
|
|
2,260
|
|
|
—
|
|
||
Gain on sales of marketable securities, and restricted investments, net
|
|
(16
|
)
|
|
(3,298
|
)
|
||
Other operating activities
|
|
18
|
|
|
(624
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|||
Accounts receivable, trade and unbilled
|
|
114,592
|
|
|
(292,735
|
)
|
||
Prepaid expenses and other current assets
|
|
94,214
|
|
|
(49,982
|
)
|
||
Other assets
|
|
83,977
|
|
|
(23,231
|
)
|
||
Inventories and balance of systems parts
|
|
(280,027
|
)
|
|
(153,323
|
)
|
||
Project assets and deferred project costs
|
|
82,412
|
|
|
(166,144
|
)
|
||
Accounts payable
|
|
28,018
|
|
|
79,102
|
|
||
Income taxes payable
|
|
37,959
|
|
|
44,453
|
|
||
Accrued expenses and other liabilities
|
|
132,350
|
|
|
(13,391
|
)
|
||
Accrued solar module collection and recycling liability
|
|
18,927
|
|
|
41,120
|
|
||
Total adjustments
|
|
750,768
|
|
|
(423,941
|
)
|
||
Net cash provided by (used in) operating activities
|
|
$
|
412,335
|
|
|
$
|
(246,835
|
)
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
||||||||||||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
|
Components
|
|
Systems
|
|
Total
|
||||||||||||
Net sales
|
|
$
|
287,681
|
|
|
$
|
669,651
|
|
|
$
|
957,332
|
|
|
$
|
495,269
|
|
|
$
|
37,505
|
|
|
$
|
532,774
|
|
Gross profit
|
|
$
|
(10,352
|
)
|
|
$
|
254,093
|
|
|
$
|
243,741
|
|
|
$
|
213,199
|
|
|
$
|
(18,401
|
)
|
|
$
|
194,798
|
|
(Loss) income before income taxes
|
|
$
|
(92,917
|
)
|
|
$
|
228,264
|
|
|
$
|
135,347
|
|
|
$
|
126,766
|
|
|
$
|
(54,809
|
)
|
|
$
|
71,957
|
|
Goodwill
|
|
$
|
—
|
|
|
$
|
65,444
|
|
|
$
|
65,444
|
|
|
$
|
393,365
|
|
|
$
|
65,443
|
|
|
$
|
458,808
|
|
Total assets
|
|
$
|
3,565,152
|
|
|
$
|
1,922,182
|
|
|
$
|
5,487,334
|
|
|
$
|
4,070,801
|
|
|
$
|
868,431
|
|
|
$
|
4,939,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
||||||||||||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
|
Components
|
|
Systems
|
|
Total
|
||||||||||||
Net sales
|
|
$
|
455,811
|
|
|
$
|
998,576
|
|
|
$
|
1,454,387
|
|
|
$
|
1,023,678
|
|
|
$
|
76,389
|
|
|
$
|
1,100,067
|
|
Gross profit
|
|
$
|
(32,811
|
)
|
|
$
|
353,297
|
|
|
$
|
320,486
|
|
|
$
|
480,346
|
|
|
$
|
(25,883
|
)
|
|
$
|
454,463
|
|
(Loss) income before income taxes
|
|
$
|
(606,371
|
)
|
|
$
|
285,232
|
|
|
$
|
(321,139
|
)
|
|
$
|
304,444
|
|
|
$
|
(99,480
|
)
|
|
$
|
204,964
|
|
Goodwill
|
|
$
|
—
|
|
|
$
|
65,444
|
|
|
$
|
65,444
|
|
|
$
|
393,365
|
|
|
$
|
65,443
|
|
|
$
|
458,808
|
|
Total assets
|
|
$
|
3,565,152
|
|
|
$
|
1,922,182
|
|
|
$
|
5,487,334
|
|
|
$
|
4,070,801
|
|
|
$
|
868,431
|
|
|
$
|
4,939,232
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
June 30, 2012
|
|
June 30, 2011
|
||||||||
Solar module revenue
|
|
$
|
54,598
|
|
|
$
|
427,350
|
|
|
$
|
122,007
|
|
|
$
|
933,092
|
|
Solar power system revenue
|
|
902,734
|
|
|
105,424
|
|
|
1,332,380
|
|
|
166,975
|
|
||||
Net sales
|
|
$
|
957,332
|
|
|
$
|
532,774
|
|
|
$
|
1,454,387
|
|
|
$
|
1,100,067
|
|
Project/Location
|
Project Size in MW AC (1)
|
Power Purchase Agreement (PPA)
|
Third Party Owner/Purchaser
|
Expected Substantial Completion Year
|
|
Topaz, California
|
550
|
|
PG&E
|
MidAmerican
|
2014
|
Sunlight, California
|
550
|
|
PG&E / SCE
|
NextEra/GE
|
2014/ 2015
|
Agua Caliente, Arizona
|
290
|
|
PG&E
|
NRG / MidAmerican
|
2014
|
AV Solar Ranch One, California
|
230
|
|
PG&E
|
Exelon
|
2013
|
Copper Mountain 2, Nevada
|
150
|
|
PG&E
|
Sempra (2)
|
2014
|
Imperial Energy Center South, California
|
130
|
|
SDG&E
|
Tenaska (2)
|
2013
|
Alpine, California
|
66
|
|
PG&E
|
NRG (2)
|
2012
|
Avra Valley, Arizona
|
26
|
|
Tucson EP
|
NRG (2)
|
2012
|
Walpole, Ontario, Canada
|
20
|
|
OPA (3)
|
GE/Alterra
|
2012/ 2013
|
Belmont, Ontario, Canada
|
20
|
|
OPA (3)
|
GE/Alterra
|
2012/ 2013
|
Amherstburg 1, Ontario, Canada
|
10
|
|
OPA (3)
|
GE/Alterra
|
2012/ 2013
|
Greenough River, Australia
|
10
|
|
WA Water
|
Verve/GE (2)
|
2012
|
Total
|
2,052
|
|
|
|
|
Project/Location
|
Project Size in MW AC (1)
|
Power Purchase Agreement (PPA)
|
Expected Substantial Completion Year
|
|
Maryland Solar, Maryland
|
20
|
|
FE Solutions
|
2012/ 2013
|
Total
|
20
|
|
|
|
Project/Location
|
Project Size in MW AC (1)
|
Power Purchase Agreement (PPA)
|
Expected Substantial Completion Year
|
|
Stateline, California
|
300
|
|
SCE
|
2016
|
Silver State South, Nevada
|
250
|
|
SCE
|
2016
|
AGL, Australia (5)
|
159
|
|
AGL (2)
|
2015
|
Campo Verde, California (4)
|
139
|
|
SDG&E
|
2013
|
Total
|
848
|
|
|
|
(1)
|
The volume of modules installed in MW DC (“direct current”) will be higher than the MW AC (“alternating current”) size pursuant to a DC-AC ratio ranging from 1.2-1.4. Such ratio varies across different projects due to various system design factors.
|
(2)
|
EPC contract or partner developed project
|
(3)
|
OPA = Ontario Power Authority RESOP program
|
(4)
|
Project assets are jointly owned by First Solar and a third party. First Solar has contractual rights to acquire the third party’s project assets and is in the process of completing its acquisition of such project assets.
|
(5)
|
Subject to Financial Close and execution of EPC contracts
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
June 30,
2012 |
|
June 30,
2011 |
|
June 30,
2012 |
|
June 30,
2011 |
||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
74.5
|
%
|
|
63.4
|
%
|
|
78.0
|
%
|
|
58.7
|
%
|
Gross profit
|
|
25.5
|
%
|
|
36.6
|
%
|
|
22.0
|
%
|
|
41.3
|
%
|
Research and development
|
|
3.4
|
%
|
|
6.2
|
%
|
|
4.7
|
%
|
|
5.9
|
%
|
Selling, general and administrative
|
|
5.5
|
%
|
|
16.3
|
%
|
|
9.9
|
%
|
|
15.8
|
%
|
Production start-up
|
|
0.1
|
%
|
|
1.9
|
%
|
|
0.3
|
%
|
|
2.0
|
%
|
Restructuring
|
|
2.0
|
%
|
|
—
|
%
|
|
28.9
|
%
|
|
—
|
%
|
Operating income (loss)
|
|
14.6
|
%
|
|
12.1
|
%
|
|
(21.8
|
)%
|
|
17.6
|
%
|
Foreign currency gain
|
|
0.1
|
%
|
|
0.3
|
%
|
|
—
|
%
|
|
0.2
|
%
|
Interest income
|
|
0.4
|
%
|
|
0.6
|
%
|
|
0.4
|
%
|
|
0.6
|
%
|
Interest expense, net
|
|
(0.8
|
)%
|
|
—
|
%
|
|
(0.6
|
)%
|
|
—
|
%
|
Other income (expense), net
|
|
(0.1
|
)%
|
|
0.4
|
%
|
|
(0.2
|
)%
|
|
0.2
|
%
|
Income tax expense
|
|
2.5
|
%
|
|
2.0
|
%
|
|
1.2
|
%
|
|
2.5
|
%
|
Net income (loss)
|
|
11.6
|
%
|
|
11.5
|
%
|
|
(23.3
|
)%
|
|
16.1
|
%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Net sales
|
|
$
|
957,332
|
|
|
$
|
532,774
|
|
|
$
|
424,558
|
|
|
80
|
%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Cost of sales
|
|
$
|
713,591
|
|
|
$
|
337,976
|
|
|
$
|
375,615
|
|
|
111
|
%
|
% of net sales
|
|
74.5
|
%
|
|
63.4
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Gross profit
|
|
$
|
243,741
|
|
|
$
|
194,798
|
|
|
$
|
48,943
|
|
|
25
|
%
|
% of net sales
|
|
25.5
|
%
|
|
36.6
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Research and development
|
|
$
|
32,365
|
|
|
$
|
33,102
|
|
|
$
|
(737
|
)
|
|
(2
|
)%
|
% of net sales
|
|
3.4
|
%
|
|
6.2
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Selling, general and administrative
|
|
$
|
52,184
|
|
|
$
|
86,872
|
|
|
$
|
(34,688
|
)
|
|
(40
|
)%
|
% of net sales
|
|
5.5
|
%
|
|
16.3
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Production start-up
|
|
$
|
533
|
|
|
$
|
10,294
|
|
|
$
|
(9,761
|
)
|
|
(95
|
)%
|
% of net sales
|
|
0.1
|
%
|
|
1.9
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Restructuring
|
|
$
|
19,000
|
|
|
$
|
—
|
|
|
$
|
19,000
|
|
|
100
|
%
|
% of net sales
|
|
2.0
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Foreign currency gain
|
|
$
|
1,015
|
|
|
$
|
1,659
|
|
|
$
|
(644
|
)
|
|
(39
|
)%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Interest income
|
|
$
|
3,379
|
|
|
$
|
3,417
|
|
|
$
|
(38
|
)
|
|
(1
|
)%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Interest expense, net
|
|
$
|
(7,372
|
)
|
|
$
|
—
|
|
|
$
|
(7,372
|
)
|
|
100
|
%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Other income (expense), net
|
|
$
|
(1,334
|
)
|
|
$
|
2,351
|
|
|
$
|
(3,685
|
)
|
|
(157
|
)%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Three Month Period Change
|
|||||||||
Income tax expense
|
|
$
|
24,364
|
|
|
$
|
10,819
|
|
|
$
|
13,545
|
|
|
125
|
%
|
Effective tax rate
|
|
18.0
|
%
|
|
15.0
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Net sales
|
|
$
|
1,454,387
|
|
|
$
|
1,100,067
|
|
|
$
|
354,320
|
|
|
32
|
%
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Cost of sales
|
|
$
|
1,133,901
|
|
|
$
|
645,604
|
|
|
$
|
488,297
|
|
|
76
|
%
|
% of net sales
|
|
78.0
|
%
|
|
58.7
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Gross profit
|
|
$
|
320,486
|
|
|
$
|
454,463
|
|
|
$
|
(133,977
|
)
|
|
(29
|
)%
|
% of net sales
|
|
22.0
|
%
|
|
41.3
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Research and development
|
|
$
|
68,449
|
|
|
$
|
64,453
|
|
|
$
|
3,996
|
|
|
6
|
%
|
% of net sales
|
|
4.7
|
%
|
|
5.9
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Selling, general and administrative
|
|
$
|
144,004
|
|
|
$
|
173,872
|
|
|
$
|
(29,868
|
)
|
|
(17
|
)%
|
% of net sales
|
|
9.9
|
%
|
|
15.8
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Production start-up
|
|
$
|
4,591
|
|
|
$
|
22,225
|
|
|
$
|
(17,634
|
)
|
|
(79
|
)%
|
% of net sales
|
|
0.3
|
%
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Restructuring
|
|
$
|
420,065
|
|
|
$
|
—
|
|
|
$
|
420,065
|
|
|
100
|
%
|
% of net sales
|
|
28.9
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Foreign currency gain
|
|
$
|
31
|
|
|
$
|
2,609
|
|
|
$
|
(2,578
|
)
|
|
(99
|
)%
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Interest income
|
|
$
|
6,290
|
|
|
$
|
6,440
|
|
|
$
|
(150
|
)
|
|
(2
|
)%
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Interest expense, net
|
|
$
|
(8,292
|
)
|
|
$
|
—
|
|
|
$
|
(8,292
|
)
|
|
100
|
%
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Other income (expense), net
|
|
$
|
(2,545
|
)
|
|
$
|
2,002
|
|
|
$
|
(4,547
|
)
|
|
(227
|
)%
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
Six Month Period Change
|
|||||||||
Income tax expense
|
|
$
|
17,294
|
|
|
$
|
27,858
|
|
|
$
|
(10,564
|
)
|
|
(38
|
)%
|
Effective tax rate
|
|
(5.4
|
)%
|
|
13.6
|
%
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
(Dollars in thousands)
|
June 30, 2012
|
|
June 30, 2011
|
|
% Change
|
|
June 30, 2012
|
|
June 30, 2011
|
|
% Change
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Components
|
$
|
287,681
|
|
|
$
|
495,269
|
|
|
(42
|
)%
|
|
$
|
455,811
|
|
|
$
|
1,023,678
|
|
|
(55
|
)%
|
Systems
|
669,651
|
|
|
37,505
|
|
|
1,685
|
%
|
|
998,576
|
|
|
76,389
|
|
|
1,207
|
%
|
||||
Total
|
$
|
957,332
|
|
|
$
|
532,774
|
|
|
80
|
%
|
|
$
|
1,454,387
|
|
|
$
|
1,100,067
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income before income taxes (Segment profit)
|
|
|
|
|
|
|
|
|
|||||||||||||
Components
|
$
|
(92,917
|
)
|
|
$
|
126,766
|
|
|
(173
|
)%
|
|
$
|
(606,371
|
)
|
|
$
|
304,444
|
|
|
(299
|
)%
|
Systems
|
228,264
|
|
|
(54,809
|
)
|
|
(516
|
)%
|
|
285,232
|
|
|
(99,480
|
)
|
|
(387
|
)%
|
||||
Total
|
$
|
135,347
|
|
|
$
|
71,957
|
|
|
88
|
%
|
|
$
|
(321,139
|
)
|
|
$
|
204,964
|
|
|
(257
|
)%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
(Dollars in thousands)
|
June 30, 2012
|
|
June 30, 2011
|
|
% Change
|
|
June 30, 2012
|
|
June 30, 2011
|
|
% Change
|
||||||||||
Net sales
|
$
|
287,681
|
|
|
$
|
495,269
|
|
|
(42
|
)%
|
|
$
|
455,811
|
|
|
$
|
1,023,678
|
|
|
(55
|
)%
|
Cost of sales
|
$
|
298,033
|
|
|
$
|
282,070
|
|
|
6
|
%
|
|
$
|
488,622
|
|
|
$
|
543,332
|
|
|
(10
|
)%
|
(Loss) income before income taxes (Segment profit)
|
$
|
(92,917
|
)
|
|
$
|
126,766
|
|
|
(173
|
)%
|
|
$
|
(606,371
|
)
|
|
$
|
304,444
|
|
|
(299
|
)%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
(Dollars in thousands)
|
June 30, 2012
|
|
June 30, 2011
|
|
% Change
|
|
June 30, 2012
|
|
June 30, 2011
|
|
% Change
|
||||||||||
Net sales
|
$
|
669,651
|
|
|
$
|
37,505
|
|
|
1,685
|
%
|
|
$
|
998,576
|
|
|
$
|
76,389
|
|
|
1,207
|
%
|
Cost of sales
|
$
|
415,558
|
|
|
$
|
55,906
|
|
|
643
|
%
|
|
$
|
645,279
|
|
|
$
|
102,272
|
|
|
531
|
%
|
Income (loss) before income taxes (Segment profit)
|
$
|
228,264
|
|
|
$
|
(54,809
|
)
|
|
(516
|
)%
|
|
$
|
285,232
|
|
|
$
|
(99,480
|
)
|
|
(387
|
)%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(Dollars in thousands)
|
|
June 30, 2012
|
|
June 30, 2011
|
|
June 30, 2012
|
|
June 30, 2011
|
||||||||
Solar module revenue
|
|
$
|
54,598
|
|
|
$
|
427,350
|
|
|
$
|
122,007
|
|
|
$
|
933,092
|
|
Solar power system revenue
|
|
902,734
|
|
|
105,424
|
|
|
1,332,380
|
|
|
166,975
|
|
||||
Net sales
|
|
$
|
957,332
|
|
|
$
|
532,774
|
|
|
$
|
1,454,387
|
|
|
$
|
1,100,067
|
|
•
|
The amount of
Accounts receivable, unbilled
as of June 30, 2012 was
$436.2 million
and represents revenues recognized on the construction of systems projects in advance of billing the customer under the terms of the underlying construction contracts. Such
Accounts receivable, unbilled
primarily represents construction we have funded with working capital and such amounts are expected to be billed and collected from customers during the next twelve months. Additionally, we have $146.2 million of retainage included within Other assets, which represents the portion of a systems project contract price earned by us for work performed, but held for payment by our customer as a form of security until we reach certain construction milestones. Such retainage amounts are noncurrent in nature as they are expected to be billed and collected from customers beyond the next twelve months.
|
•
|
The amount of finished goods inventory (“solar module inventory”) and balance of systems parts as of
June 30, 2012
was $673.7 million and represents a 104% increase from
December 31, 2011
. As we continue with the construction of our project pipeline we must produce solar modules and procure balance of systems parts in the required volumes to support our planned construction schedules. As part of the normal construction cycle, we typically must produce or acquire the necessary materials for such construction activities in advance of receiving payment for such materials. Once solar modules and balance of systems parts are installed in a project, such installed amounts are classified as either project assets, deferred project costs or cost of sales depending upon whether the project is subject to a sales contract and whether all revenue recognition criteria have been met. Accordingly, as of any balance sheet date, our solar module inventory represents solar modules that will be installed in our project pipeline or that we expect to sell to third parties.
|
•
|
With the announced closure by the end of 2012 of our Frankfurt(Oder) manufacturing plants and our strategy to focus our sales efforts on providing utility scale systems solutions to sustainable markets, our near term liquidity may be
|
•
|
Our restructuring charges, including the restructuring initiatives announced in April 2012, are expected to result in total cash payments of between $80 million and $120 million, of which approximately $19 million were already made as of June 30, 2012. Such cash payments are primarily related to severance costs and the repayment of government grants for our Frankfurt(Oder) plant. The cost savings expected from these restructuring initiatives in 2012 are expected to be between $30 million to $50 million, reducing both cost of sales and selling, general and administrative expenses in equal amounts. Annual cost savings in 2013 and beyond are expected to be between $100 million to $120 million, reducing both cost of sales and selling, general and administrative expenses in equal amounts. These cost savings may, over time, be offset by increases in operating expenses primarily related to establishing a localized business presence in target markets.
|
•
|
We made and expect to continue to make any necessary capital expenditures related to the construction of manufacturing plants in Vietnam and Mesa, Arizona including necessary expenditures for machinery and equipment for manufacturing machinery and equipment originally planned to be installed in such locations. We decided not to proceed with our previously announced 4-line plant in Vietnam and will instead attempt to sell the plant. We expect to complete the sale of the Vietnam plant within the next nine months, but the expected selling price is substantially below our cost of construction. See Note 4. “Restructuring,” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. We have also postponed the commissioning of our previously announced 4-line plant in Mesa, Arizona until global supply and demand dynamics support the additional manufacturing capacity. We have made and expect to continue to make any necessary capital expenditures for these locations during 2012, to complete any necessary construction and to acquire the underlying machinery and equipment originally planned to be installed in such locations. We expect remaining capital expenditures related to the above to be approximately $16 million, which will be made through the first quarter of 2013. Such capital expenditures are not expected to have any near term benefit to liquidity as the manufacturing machinery and equipment are not expected to be used in the production of solar modules until global supply and demand dynamics support the additional manufacturing capacity.
|
•
|
During the remainder of 2012, we expect to spend up to $100 million for capital expenditures, including the above discussed expenditures and expenditures for upgrades to existing machinery and equipment, which we believe will increase our solar module efficiencies. A majority of our capital expenditures for 2012 will be incurred in foreign currencies and are therefore subject to fluctuations in currency exchange rates.
|
•
|
In connection with the execution of our Long Term Strategic Plan, we expect joint ventures or other business arrangements with strategic partners to be a key part of our strategy. We have begun initiatives in several markets to expedite our penetration of those markets and establish relationships with potential customers and policymakers. Some of these business arrangements may involve a significant cash investment or other allocation of working capital that could reduce our liquidity or require us to pursue additional sources of financing, assuming such sources are available to us.
Additionally, in order to execute our Long Term Strategic Plan in such markets, we may elect or be required to temporarily retain an ownership interest in the underlying systems projects we develop or construct. Any such retained ownership interest is expected to impact our liquidity to the extent we do not obtain new sources of capital to fund such investments.
|
•
|
Under the sales agreements for a limited number of our solar power projects, we may be required to repurchase such projects if certain events occur, such as not achieving commercial operation of the project within a certain timeframe. Although we consider the possibility that we would be required to repurchase any of our solar power projects to be remote,
|
|
|
Six Months Ended
|
||||||
|
|
June 30, 2012
|
|
June 30, 2011
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
412,335
|
|
|
$
|
(246,835
|
)
|
Net cash used in investing activities
|
|
(301,303
|
)
|
|
(308,977
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(85,906
|
)
|
|
137,124
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(505
|
)
|
|
10,476
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
24,621
|
|
|
$
|
(408,212
|
)
|
Item 5.
|
Other Information
|
Exhibit Number
|
Exhibit Description
|
10.1
|
Employment Agreement, effective July 1, 2012, and Change in Control Severance Agreement, effective July 1, 2012 between First Solar, Inc. and Georges Antoun
|
31.01
|
Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.02
|
Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.01*
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
FIRST SOLAR, INC.
|
By: /s/ MARK R. WIDMAR
|
Mark R. Widmar
|
Principal Accounting Officer
|
EMPLOYEE:
|
|
|
/s/ Georges Antoun
|
|
Georges Antoun
|
|
|
EMPLOYER:
|
|
First Solar, Inc.,
|
|
|
|
By:
|
/s/ Carol Campbell
|
|
Name Printed:
Carol Campbell
|
|
Title:
EVP, Human Resources
|
FIRST SOLAR, INC.
|
EMPLOYEE
|
SAMPLE
|
SAMPLE
|
|
Georges Antoun
|
|
Date: _________________
|
If to Employer:
|
First Solar, Inc.
350 West Washington Street
Suite 600
Tempe, AZ 85281
Attention: Corporate Secretary
|
If to Employee:
|
To Employee’s then current address on file with Employer
|
10.
|
Entire Agreement, Modification and Assignment.
|
11.
|
Construction
.
As used in this Agreement, words such as “herein,” “hereinafter,”
|
Employee:
|
Georges Antoun
|
|
Place of Signing:
|
Tempe, Arizona
Date: July 1, 2012
|
|
Signed:
|
|
/s/ Georges Antoun
|
|
|
|
Employee
|
|
|
|
Print Name:
|
Georges Antoun
|
Agreed to by First Solar, Inc.
|
|||
|
|
By:
|
/s/ Carol Campbell
|
|
|
Its:
|
EVP, Human Resources
|
1
|
I have reviewed the
Quarterly
Report on Form
10-Q
of First Solar, Inc., a Delaware corporation, for the period ended
June 30, 2012
, as filed with the Securities and Exchange Commission;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 3, 2012
|
/s/ JAMES A. HUGHES
|
|
|
|
James A. Hughes
|
|
|
|
Chief Executive Officer
|
|
1
|
I have reviewed the
Quarterly
Report on Form
10-Q
of First Solar, Inc., a Delaware corporation, for the period ended
June 30, 2012
, as filed with the Securities and Exchange Commission;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 3, 2012
|
/s/ MARK R. WIDMAR
|
|
|
|
Mark R. Widmar
|
|
|
|
Chief Financial Officer
|
|
|
(1
|
)
|
|
the quarterly report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|||||
|
|
|
|
||||||
|
(2
|
)
|
|
the information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of First Solar, Inc. for the periods presented therein.
|
|||||
|
|
|
|
|
|
||||
|
|
|
|||||||
Date:
|
August 3, 2012
|
/s/ JAMES A. HUGHES
|
|
||||||
|
James A. Hughes
|
|
|||||||
|
Chief Executive Officer
|
|
|||||||
|
|||||||||
|
|
|
|||||||
Date:
|
August 3, 2012
|
/s/ MARK R. WIDMAR
|
|
||||||
|
Mark R. Widmar
|
|
|||||||
|
Chief Financial Officer
|
|
|||||||
|