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[x]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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20-4623678
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common stock, $0.001 par value
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The NASDAQ Stock Market LLC
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Large accelerated filer [x]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting company)
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Page
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PART I
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Item 1:
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Business
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Executive Officers of the Registrant
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Item 1A:
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Risk Factors
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Item 1B:
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Unresolved Staff Comments
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Item 2:
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Properties
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Item 3:
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Legal Proceedings
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Item 4:
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Mine Safety Disclosures
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PART II
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Item 5:
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Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
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Item 6:
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Selected Financial Data
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Item 7:
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A:
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8:
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Financial Statements and Supplementary Data
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Item 9:
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A:
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Controls and Procedures
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Item 9B:
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Other Information
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PART III
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Item 10:
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Directors, Executive Officers, and Corporate Governance
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Item 11:
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Executive Compensation
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Item 12:
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13:
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Certain Relationships and Related Transactions, and Director Independence
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Item 14:
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Principal Accountant Fees and Services
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PART IV
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Item 15:
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Exhibits and Financial Statement Schedules
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Signatures
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Consolidated Financial Statements
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Index to Exhibits
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•
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structural imbalances in global supply and demand for photovoltaic (“PV”) modules;
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•
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the market for renewable energy, including solar energy;
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•
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reduction, elimination or expiration of government subsidies and support programs for solar energy projects;
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•
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our ability to execute on our Long Term Strategic Plan;
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•
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interest rate fluctuations and both our and our customers’ ability to secure financing;
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•
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our ability to attract new customers and to develop and maintain existing customer and supplier relationships;
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•
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changes in, or the failure to comply with, government regulations and environmental, health and safety requirements;
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•
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our competitive position and other key competitive factors;
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•
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environmental responsibility, including with respect to cadmium telluride and cadmium sulfide;
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•
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claims under our limited warranty obligations;
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•
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future collection and recycling costs for solar modules covered by our module collection and recycling program;
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•
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our ability to protect our intellectual property;
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•
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our continued investment in research and development;
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•
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the supply and price of components and raw materials, including cadmium telluride;
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•
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our ability to successfully develop and complete our systems business projects;
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•
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our ability to attract and retain key executive officers and associates;
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•
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general economic and business conditions, including those influenced by international and geopolitical events; and
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•
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all other matters discussed in Item 1A: “Risk Factors,” and elsewhere in this Annual Report on Form 10-K.
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•
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During project development, we obtain land and land rights for the development of solar power plants incorporating our modules, negotiate long-term power purchase agreements (“PPA”) with potential purchasers of the electricity to be generated by those plants or develop plants in regulated markets where feed-in-tariff (“FiT”) structures are in place, manage the interconnection and transmission process, negotiate agreements to interconnect the plants to the electric grid, and obtain the permits which are required prior to the construction of the plants, including applicable environmental and land use permits. We may also buy projects in various stages of development and continue developing those projects with system designs incorporating our own modules. We sell developed projects to system operators who wish to own generating facilities, such as utilities, or to investors who are looking for long-term investment vehicles that are expected to generate consistent returns.
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•
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We provide EPC services to projects developed by us, to projects developed by independent solar power project developers, and directly to system owners such as utilities. EPC products and services include engineering design and related services, module and BoS procurement, advanced development of grid integration solutions, and construction contracting and management. Depending on the customer and market need, we may provide our full EPC services or any combination of individual products and services within our EPC capabilities. An example of such combination of individual services would be providing engineering design and procurement of BoS parts and modules (EP services) for a third party constructing a PV solar power system.
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•
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We have a comprehensive O&M service offering with more than 17 plants in operation representing more than 800 MW in three countries and a total of 2.2 GW under contract and in construction. Utilizing a state of the art Operations Center, located in Mesa, Arizona, our team of O&M experts provide comprehensive plant services including North America Electric Reliability Corporation (“NERC”) compliance, energy forecasting, 24/7 monitoring and control, PPA and Large Generator Interconnection Agreement (“LGIA”) compliance, performance engineering analysis, turn-key maintenance services including spare parts and breakdown repair, and environmental services.
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•
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Our project finance group is primarily responsible for negotiating and executing the sale of utility-scale power plant systems incorporating our modules which allows us to optimize the value of our project development portfolio. This group is experienced in arranging for and structuring financing for projects incorporating our modules including non-recourse project debt financing in the bank loan market and debt capital markets and project equity capital from tax oriented and strategic industry equity investors.
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Name
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Age
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Position
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James A. Hughes
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50
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Chief Executive Officer
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Mark R. Widmar
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47
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Chief Financial Officer and Chief Accounting Officer
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Georges J. Antoun
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50
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Chief Operating Officer
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Raffi Garabedian
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46
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Chief Technology Officer
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James G. Brown, Jr.
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50
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Executive Vice President, Global Business Development
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Mary Beth Gustafsson
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53
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Executive Vice President, General Counsel and Secretary
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Carol Campbell
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61
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Executive Vice President, Human Resources
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Maja Wessels
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53
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Executive Vice President, Global Public Affairs
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•
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cost-effectiveness of the electricity generated by PV power systems compared to conventional energy sources, such as natural gas and coal, and other non-solar renewable energy sources, such as wind;
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performance, reliability and availability of energy generated by PV systems compared to conventional and other non-solar renewable energy sources and products;
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•
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success of other renewable energy generation technologies, such as hydroelectric, tidal, wind, geothermal, solar thermal, concentrated PV, and biomass;
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•
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fluctuations in economic and market conditions that affect the price of, and demand for, conventional and non-solar renewable energy sources, such as increases or decreases in the price of natural gas, coal, oil, and other fossil fuels;
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fluctuations in capital expenditures by end-users of solar modules and systems which tend to decrease when the economy slows and when interest rates increase; and
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availability, substance, and magnitude of support programs including government targets, subsidies, incentives, and renewable portfolio standards to accelerate the development of the solar energy industry.
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difficulty in accurately prioritizing geographic markets which we can most effectively and profitably serve with our utility scale PV offerings, including miscalculations in overestimating or underestimating our addressable market demand;
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difficulty in overcoming the inertia involved in changing local electricity ecosystems as necessary to accommodate large-scale PV solar deployment and integration;
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protectionist or other adverse public policies in countries we operate in and/or are pursuing, including local content requirements or capital investment requirements;
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•
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difficulty in timely identifying, attracting and retaining qualified sales, technical and other personnel in geographies targeted for expansion;
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•
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the possibility of having insufficient capital resources necessary to achieve an effective localized business presence in targeted jurisdictions;
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difficulty in competing against competitors who may have greater financial resources and/or a more effective or established localized business presence and/or be willing and able to operate with little or no operating margins for sustained periods of time;
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difficulty in competing against competitors who may gain in profitability and financial strength over time by successfully participating in the global rooftop PV solar market, which is a segment we have de-emphasized as part of our Long Term Strategic Plan;
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difficulty in developing any necessary partnerships with local businesses, on commercially acceptable terms; and
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difficulty in balancing market demand and manufacturing production in an efficient and timely manner, potentially causing us to be manufacturing capacity constrained in some future periods or over-supplied in others.
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making changes to our production process that are not properly qualified or that may cause problems with the quality of our solar modules;
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delays and cost overruns as a result of a number of factors, many of which may be beyond our control, such as our inability to secure successful contracts with equipment vendors;
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our custom-built equipment taking longer and costing more to manufacture than expected and not operating as designed;
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delays or denial of required approvals by relevant government authorities;
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being unable to hire qualified staff;
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•
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failure to execute our expansion plans effectively;
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manufacturing concentration risk resulting from a majority of production lines worldwide being located in one geographic area, Malaysia;
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•
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difficulty in balancing market demand and manufacturing production in an efficient and timely manner, potentially causing us to be manufacturing capacity constrained in some future periods or over-supplied in others; and
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Incurring manufacturing asset write-downs, write-offs and other charges and costs, which may be significant, during those periods in which we idle, slow down or shut down manufacturing capacity.
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difficulty in enforcing agreements in foreign legal systems;
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varying degrees of protection afforded to foreign investments in the countries in which we operate, and irregular interpretations and enforcement of laws and regulations in these jurisdictions;
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foreign countries may impose additional income and withholding taxes or otherwise tax our foreign operations, impose tariffs, or adopt other restrictions on foreign trade and investment, including currency exchange controls;
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fluctuations in exchange rates may affect product demand and may adversely affect our profitability in U.S. dollars to the extent the price of our solar modules and cost of raw materials, labor, and equipment is denominated in a foreign currency;
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inability to obtain, maintain, or enforce intellectual property rights;
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•
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risk of nationalization or other expropriation of private enterprises;
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•
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changes in general economic and political conditions in the countries in which we operate, including changes in the government incentives we are relying on;
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unexpected adverse changes in foreign laws or regulatory requirements, including those with respect to environmental protection, export duties, and quotas;
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opaque approval processes in which the lack of transparency may cause delays and increase the uncertainty of project approvals;
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•
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difficulty in staffing and managing widespread operations;
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difficulty in repatriating earnings;
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difficulty in negotiating a successful collective bargaining agreement in applicable foreign jurisdictions;
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trade barriers such as export requirements, tariffs, taxes, local content requirements, anti-dumping regulations and requirements, and other restrictions and expenses, which could increase the price of our solar modules and make us less competitive in some countries; and
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•
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difficulty of, and costs relating to, compliance with the different commercial and legal requirements of the overseas countries in which we offer and sell our solar modules.
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•
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obtaining satisfactory land rights, including environmental mitigation lands;
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•
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receipt from governmental agencies of required land use and construction permits and approvals;
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•
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receipt of rights to interconnect the project to the electric grid or to transmit energy;
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payment of interconnection and other deposits (some of which are non-refundable);
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•
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negotiation of satisfactory engineering, procurement, and construction agreements;
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•
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entering into financeable arrangements for the purchase of the electrical output and renewable energy attributes generated by the project;
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•
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securing a project site and necessary rights of way;
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•
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obtaining construction financing, including debt, equity and funds associated with the monetization of tax credits and other tax benefits; and
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timely implementation and satisfactory completion of construction.
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delays in obtaining and maintaining required governmental permits and approvals, including appeals of approvals obtained;
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potential challenges from project stakeholders, including local residents, environmental organizations, and others who may not support the project;
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unforeseen engineering problems;
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construction delays and contractor performance shortfalls;
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work stoppages;
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•
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cost over-runs;
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•
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labor, equipment and materials supply shortages or disruptions;
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•
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additional complexities when conducting project development or construction activities in foreign jurisdictions (either on a stand-alone basis or in collaboration with local business partners), including operating in accordance with the U.S. Foreign Corrupt Practices Act and applicable local laws and customs;
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•
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unfavorable tax treatment;
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•
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adverse weather conditions;
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•
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adverse environmental and geological conditions; and
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•
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force majeure and other events out of our control.
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•
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difficulty in assimilating the operations and personnel of the acquired company;
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•
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difficulty in effectively integrating the acquired technologies or products with our current products and technologies;
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•
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difficulty in maintaining controls, procedures, and policies during the transition and integration;
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•
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disruption of our ongoing business and distraction of our management and associates from other opportunities and challenges due to integration issues;
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•
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difficulty integrating the acquired company’s accounting, management information, and other administrative systems;
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•
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inability to retain key technical and managerial personnel of the acquired business;
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•
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inability to retain key customers, vendors, and other business partners of the acquired business;
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•
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inability to achieve the financial and strategic goals for the acquired and combined businesses, as a result of insufficient capital resources or otherwise;
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•
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incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;
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•
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potential impairment of our relationships with our associates, customers, partners, distributors, or third party providers of technology or products;
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•
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potential failure of the due diligence processes to identify significant issues with product quality, legal and financial liabilities, among other things;
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•
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potential inability to assert that internal controls over financial reporting are effective;
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•
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potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions; and
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•
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potential delay in customer purchasing decisions due to uncertainty about the direction of our product offerings.
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•
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incur additional debt, assume obligations in connection with letters of credit, or issue guarantees;
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•
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create liens;
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•
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enter into certain transactions with our affiliates;
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•
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sell certain assets; and
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•
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declare or pay dividends, make other distributions to stockholders, or make other restricted payments.
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Nature
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Primary Segment(s) Using Property
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Location
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Held
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Major Encumbrances
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Manufacturing Plant, Research and Development Facility and Administrative Offices
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Components
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Perrysburg, Ohio, United States
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Own
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State of Ohio Loan (1)
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Manufacturing Plants (2)
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Components
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Frankfurt/Oder, Germany
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Own
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n/a
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Manufacturing Plants and Administrative Offices
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Components
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Kulim, Kedah, Malaysia
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Lease Land/Own Buildings
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Malaysian Ringgit Facility Agreement (1)
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Manufacturing Plant (3)
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Components
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Ho Chi Minh City, Vietnam
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Lease Land/Own Building
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n/a
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Manufacturing Plant, Administrative Office and Temporary Warehouse (4)
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Components & Systems
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Mesa, Arizona, United States
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Own
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n/a
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Corporate Headquarters
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Components & Systems
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Tempe, Arizona, United States
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Lease
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n/a
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Administrative Office
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Systems
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Bridgewater, New Jersey, United States
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Lease
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n/a
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Administrative Office
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Systems
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San Francisco, California, United States
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Lease
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n/a
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Research and Development Facility
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Components
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Santa Clara, California, United States
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Lease
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n/a
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Administrative Office
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Components & Systems
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Mainz, Germany
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Lease
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n/a
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(1)
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See Note 16. “Debt,”
to our consolidated financial statements included in this Annual Report on Form 10-K for additional information on property encumbrances.
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(2)
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Manufacturing ceased in December 2012.
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(3)
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We did not proceed with our previously announced 4-line plant in Vietnam and such property is being actively marketed for sale.
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(4)
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We have indefinitely postponed the commissioning of our previously announced 4-line plant in Mesa, Arizona until global supply and demand dynamics support the additional manufacturing capacity. The building is currently being used as operations and administrative offices for our systems business and for temporary warehousing needs for both our systems and components businesses.
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High
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Low
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||||
Fiscal Year 2012
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||||
First Quarter
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$
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49.03
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$
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25.05
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Second Quarter
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$
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24.53
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$
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11.77
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Third Quarter
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$
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25.70
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$
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14.00
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Fourth Quarter
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$
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33.03
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$
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20.07
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Fiscal Year 2011
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First Quarter
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$
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175.45
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$
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130.24
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Second Quarter
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$
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163.00
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$
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111.40
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Third Quarter
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$
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134.21
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$
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61.55
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Fourth Quarter
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$
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67.72
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$
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29.87
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Plan Category
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Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (a)(1)
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Weighted-Average Exercise Price of Outstanding Options and Rights (b)(2)
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Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(c)
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||||
Equity compensation plans approved by our stockholders
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5,845,667
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$
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90.85
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|
|
5,845,667
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Equity compensation plans not approved by our stockholders
|
|
—
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$
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—
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|
|
—
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Total
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5,845,667
|
|
|
|
|
|
5,845,667
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(1)
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Includes
5,735,208
shares issuable upon vesting of restricted stock units (“RSUs”) granted under the 2010 Omnibus Incentive Compensation Plan. The remaining balance consists of outstanding vested stock option grants of 110,459 shares.
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(2)
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The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs,
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Years Ended
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||||||||||||||||||
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Dec 31,
2012 |
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Dec 31,
2011 |
|
Dec 31,
2010 |
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Dec 26,
2009 |
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Dec 27,
2008 |
||||||||||
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(In thousands, except per share amounts)
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||||||||||||||||||
Statement of Operations Data:
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|
|
|
|
|
|
|
|
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||||||||||
Net sales
|
|
$
|
3,368,545
|
|
|
$
|
2,766,207
|
|
|
$
|
2,563,515
|
|
|
$
|
2,066,200
|
|
|
$
|
1,246,301
|
|
Cost of sales
|
|
2,515,796
|
|
|
1,794,456
|
|
|
1,378,669
|
|
|
1,021,618
|
|
|
567,908
|
|
|||||
Gross profit
|
|
852,749
|
|
|
971,751
|
|
|
1,184,846
|
|
|
1,044,582
|
|
|
678,393
|
|
|||||
Research and development
|
|
132,460
|
|
|
140,523
|
|
|
94,797
|
|
|
78,161
|
|
|
33,517
|
|
|||||
Selling, general and administrative
|
|
280,928
|
|
|
412,541
|
|
|
321,704
|
|
|
272,898
|
|
|
174,039
|
|
|||||
Production start-up
|
|
7,823
|
|
|
33,620
|
|
|
19,442
|
|
|
13,908
|
|
|
32,498
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
393,365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring
|
|
469,101
|
|
|
60,366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating (loss) income
|
|
(37,563
|
)
|
|
(68,664
|
)
|
|
748,903
|
|
|
679,615
|
|
|
438,339
|
|
|||||
Foreign currency (loss) gain
|
|
(2,122
|
)
|
|
995
|
|
|
(3,468
|
)
|
|
5,207
|
|
|
5,722
|
|
|||||
Interest income
|
|
12,824
|
|
|
13,391
|
|
|
14,375
|
|
|
9,735
|
|
|
21,158
|
|
|||||
Interest expense, net
|
|
(13,888
|
)
|
|
(100
|
)
|
|
(6
|
)
|
|
(5,258
|
)
|
|
(509
|
)
|
|||||
Other income (expense), net
|
|
945
|
|
|
665
|
|
|
2,273
|
|
|
(2,985
|
)
|
|
(934
|
)
|
|||||
Income tax expense (benefit)
|
|
56,534
|
|
|
(14,220
|
)
|
|
97,876
|
|
|
46,176
|
|
|
115,446
|
|
|||||
Net (loss) income
|
|
$
|
(96,338
|
)
|
|
$
|
(39,493
|
)
|
|
$
|
664,201
|
|
|
$
|
640,138
|
|
|
$
|
348,330
|
|
Net (loss) income per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net (loss) income per share
|
|
$
|
(1.11
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
7.82
|
|
|
$
|
7.67
|
|
|
$
|
4.34
|
|
Weighted average shares
|
|
86,860
|
|
|
86,067
|
|
|
84,891
|
|
|
83,500
|
|
|
80,178
|
|
|||||
Diluted net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net (loss) income per share
|
|
$
|
(1.11
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
7.68
|
|
|
$
|
7.53
|
|
|
$
|
4.24
|
|
Weighted average shares
|
|
86,860
|
|
|
86,067
|
|
|
86,491
|
|
|
85,044
|
|
|
82,124
|
|
|||||
Cash dividends declared per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Years Ended
|
||||||||||||||||||
|
|
Dec 31,
2012 |
|
Dec 31,
2011 |
|
Dec 31,
2010 |
|
Dec 26,
2009 |
|
Dec 27,
2008 |
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
762,209
|
|
|
$
|
(33,463
|
)
|
|
$
|
705,492
|
|
|
$
|
675,193
|
|
|
$
|
463,067
|
|
Net cash used in investing activities
|
|
(383,732
|
)
|
|
(676,457
|
)
|
|
(742,085
|
)
|
|
(701,690
|
)
|
|
(308,441
|
)
|
|||||
Net cash (used in) provided by financing activities
|
|
(89,109
|
)
|
|
571,218
|
|
|
150,451
|
|
|
(22,021
|
)
|
|
177,549
|
|
|
|
Years Ended
|
||||||||||||||||||
|
|
Dec 31,
2012 |
|
Dec 31,
2011 |
|
Dec 31,
2010 |
|
Dec 26,
2009 |
|
Dec 27,
2008 |
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
901,294
|
|
|
$
|
605,619
|
|
|
$
|
765,689
|
|
|
$
|
664,499
|
|
|
$
|
716,218
|
|
Marketable securities, current and noncurrent
|
|
102,578
|
|
|
182,338
|
|
|
348,160
|
|
|
449,844
|
|
|
105,601
|
|
|||||
Accounts receivable, net
|
|
553,567
|
|
|
310,568
|
|
|
305,537
|
|
|
226,826
|
|
|
61,703
|
|
|||||
Accounts receivable, unbilled
|
|
400,987
|
|
|
533,399
|
|
|
1,482
|
|
|
58
|
|
|
—
|
|
|||||
Inventories, current and noncurrent
|
|
569,296
|
|
|
536,618
|
|
|
238,591
|
|
|
174,516
|
|
|
121,554
|
|
|||||
Balance of systems parts
|
|
98,903
|
|
|
53,784
|
|
|
4,579
|
|
|
—
|
|
|
—
|
|
|||||
Property, plant and equipment, net
|
|
1,525,382
|
|
|
1,815,958
|
|
|
1,430,789
|
|
|
988,782
|
|
|
842,622
|
|
|||||
Project assets, current and noncurrent
|
|
358,824
|
|
|
374,881
|
|
|
320,140
|
|
|
132,496
|
|
|
—
|
|
|||||
Deferred project costs
|
|
21,390
|
|
|
197,702
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred tax assets, current and noncurrent
|
|
361,543
|
|
|
381,418
|
|
|
259,624
|
|
|
152,194
|
|
|
71,247
|
|
|||||
Total assets
|
|
6,348,692
|
|
|
5,777,614
|
|
|
4,380,403
|
|
|
3,349,512
|
|
|
2,114,502
|
|
|||||
Total long-term debt
|
|
562,572
|
|
|
663,648
|
|
|
237,391
|
|
|
174,958
|
|
|
198,470
|
|
|||||
Accrued solar module collection and recycling liability
|
|
212,835
|
|
|
167,378
|
|
|
132,951
|
|
|
92,799
|
|
|
35,238
|
|
|||||
Total liabilities
|
|
2,743,166
|
|
|
2,133,751
|
|
|
925,458
|
|
|
696,725
|
|
|
601,460
|
|
|||||
Total stockholders’ equity
|
|
3,605,526
|
|
|
3,643,863
|
|
|
3,454,945
|
|
|
2,652,787
|
|
|
1,513,042
|
|
Transaction
|
|
Description
|
Engineer and Procure (“EP”) Contract
|
|
Design for a customer of a solar electricity generation system that uses our solar modules; includes the procurement of some or all BoS components from third party suppliers.
|
|
|
|
Engineer, Procure, and Construct (“EPC”) Contract
|
|
Design and construction for a customer of a turn-key solar electricity generation system that uses our solar modules; includes the procurement of all BoS components from third party suppliers.
|
|
|
|
Sale of Project Assets
|
|
Sale of project assets to a customer at various stages of development. This generally includes a single project consisting of costs incurred for permits, land or land rights, and/or power purchase agreements.
|
|
|
|
Operating and Maintenance (“O&M”) Agreement
|
|
Typically a fixed-price long-term services agreement to operate and maintain a solar electricity generating system that we built.
|
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/ 2015
|
Sunlight, California
|
550
|
|
PG&E / SCE
|
NextEra/GE/Sumitomo
|
2014/ 2015
|
Agua Caliente, Arizona
|
290
|
|
PG&E
|
NRG / MidAmerican
|
2014
|
AV Solar Ranch One, California
|
230
|
|
PG&E
|
Exelon
|
2013
|
Imperial Energy Center South, California
|
130
|
|
SDG&E
|
Tenaska (2)
|
2013
|
Copper Mountain 2, Nevada
|
58
|
|
PG&E
|
Sempra (2)
|
2015 (3)
|
PNM2, New Mexico
|
22
|
|
UOG (4)
|
PNM (2)
|
2013
|
Walpole, Ontario, Canada
|
20
|
|
OPA (5)
|
GE/ Alterra
|
2013
|
Belmont, Ontario, Canada
|
20
|
|
OPA (5)
|
GE/ Alterra
|
2013
|
Amherstburg 1, Ontario, Canada
|
10
|
|
OPA (5)
|
GE/ Alterra
|
2013
|
DEWA, UAE
|
13
|
|
DEWA
|
DEWA (2)
|
2013
|
Total
|
1,893
|
|
|
|
|
Project/Location
|
Project Size in MW AC (1)
|
Power Purchase Agreement (“PPA”)
|
Expected Substantial Completion Year
|
|
Campo Verde, California
|
139
|
|
SDG&E
|
2013
|
Macho Springs, New Mexico
|
50
|
|
El Paso Electric
|
2014
|
Maryland Solar, Maryland
|
20
|
|
FE Solutions
|
2013
|
Lost Hills, California
|
32
|
|
PG&E
|
2015/ 2016 (7)
|
Total
|
241
|
|
|
|
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 (6)
|
159
|
|
AGL (2)
|
2015
|
Cuyama, California
|
40
|
|
PG&E
|
2015/ 2016 (7)
|
Total
|
749
|
|
|
|
(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 typically 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)
|
First 92 MW AC phase was completed in 2012. Remaining phase is 58 MW AC for which substantial completion is expected in 2015
|
(4)
|
UOG = Utility Owned Generation
|
(5)
|
OPA = Ontario Power Authority RESOP program
|
(6)
|
Subject to financial close and execution of EPC contracts
|
(7)
|
PPA term does not begin until 2019
|
|
|
Years Ended
|
|||||||
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
74.7
|
%
|
|
64.9
|
%
|
|
53.8
|
%
|
Gross profit
|
|
25.3
|
%
|
|
35.1
|
%
|
|
46.2
|
%
|
Research and development
|
|
3.9
|
%
|
|
5.1
|
%
|
|
3.7
|
%
|
Selling, general and administrative
|
|
8.3
|
%
|
|
14.9
|
%
|
|
12.5
|
%
|
Production start-up
|
|
0.2
|
%
|
|
1.2
|
%
|
|
0.8
|
%
|
Goodwill impairment
|
|
—
|
%
|
|
14.2
|
%
|
|
—
|
%
|
Restructuring
|
|
13.9
|
%
|
|
2.2
|
%
|
|
—
|
%
|
Operating (loss) income
|
|
(1.1
|
)%
|
|
(2.5
|
)%
|
|
29.2
|
%
|
Foreign currency (loss) gain
|
|
(0.1
|
)%
|
|
—
|
%
|
|
(0.1
|
)%
|
Interest income
|
|
0.4
|
%
|
|
0.5
|
%
|
|
0.6
|
%
|
Interest expense, net
|
|
(0.4
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other income (expense), net
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
Income tax expense (benefit)
|
|
1.7
|
%
|
|
(0.5
|
)%
|
|
3.8
|
%
|
Net (loss) income
|
|
(2.9
|
)%
|
|
(1.4
|
)%
|
|
26.0
|
%
|
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Solar module revenue
|
|
$
|
325,427
|
|
|
$
|
1,523,695
|
|
|
$
|
1,986,746
|
|
Solar power system revenue
|
|
3,043,118
|
|
|
1,242,512
|
|
|
576,769
|
|
|||
Net sales
|
|
$
|
3,368,545
|
|
|
$
|
2,766,207
|
|
|
$
|
2,563,515
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Net Sales (Segment Profile)
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
1,185,958
|
|
|
$
|
1,941,583
|
|
|
$
|
(755,625
|
)
|
|
(39
|
)%
|
Systems
|
|
2,182,587
|
|
|
824,624
|
|
|
1,357,963
|
|
|
165
|
%
|
|||
Total
|
|
$
|
3,368,545
|
|
|
$
|
2,766,207
|
|
|
$
|
602,338
|
|
|
22
|
%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
1,130,196
|
|
|
$
|
1,275,439
|
|
|
$
|
(145,243
|
)
|
|
(11
|
)%
|
Systems
|
|
$
|
1,385,600
|
|
|
$
|
519,017
|
|
|
$
|
866,583
|
|
|
167
|
%
|
Cost of sales
|
|
$
|
2,515,796
|
|
|
$
|
1,794,456
|
|
|
$
|
721,340
|
|
|
40
|
%
|
% of net sales
|
|
74.7
|
%
|
|
64.9
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Gross profit
|
|
$
|
852,749
|
|
|
$
|
971,751
|
|
|
$
|
(119,002
|
)
|
|
(12
|
)%
|
% of net sales
|
|
25.3
|
%
|
|
35.1
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Research and development
|
|
$
|
132,460
|
|
|
$
|
140,523
|
|
|
$
|
(8,063
|
)
|
|
(6
|
)%
|
% of net sales
|
|
3.9
|
%
|
|
5.1
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Selling, general and administrative
|
|
$
|
280,928
|
|
|
$
|
412,541
|
|
|
$
|
(131,613
|
)
|
|
(32
|
)%
|
% of net sales
|
|
8.3
|
%
|
|
14.9
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Production start-up
|
|
$
|
7,823
|
|
|
$
|
33,620
|
|
|
$
|
(25,797
|
)
|
|
(77
|
)%
|
% of net sales
|
|
0.2
|
%
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Goodwill impairment
|
|
$
|
—
|
|
|
$
|
393,365
|
|
|
$
|
(393,365
|
)
|
|
(100
|
)%
|
% of net sales
|
|
—
|
%
|
|
14.2
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Restructuring
|
|
$
|
469,101
|
|
|
$
|
60,366
|
|
|
$
|
408,735
|
|
|
677
|
%
|
% of net sales
|
|
13.9
|
%
|
|
2.2
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Foreign currency (loss) gain
|
|
$
|
(2,122
|
)
|
|
$
|
995
|
|
|
$
|
(3,117
|
)
|
|
(313
|
)%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Interest income
|
|
$
|
12,824
|
|
|
$
|
13,391
|
|
|
$
|
(567
|
)
|
|
(4
|
)%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Interest expense, net
|
|
$
|
(13,888
|
)
|
|
$
|
(100
|
)
|
|
$
|
(13,788
|
)
|
|
13,788
|
%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Other income (expense), net
|
|
$
|
945
|
|
|
$
|
665
|
|
|
$
|
280
|
|
|
42
|
%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
(Loss) income before income taxes (Segment profit)
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
(687,767
|
)
|
|
$
|
(24,451
|
)
|
|
$
|
(663,316
|
)
|
|
2,713
|
%
|
Systems
|
|
647,963
|
|
|
(29,262
|
)
|
|
677,225
|
|
|
(2,314
|
)%
|
|||
Total
|
|
$
|
(39,804
|
)
|
|
$
|
(53,713
|
)
|
|
$
|
13,909
|
|
|
(26
|
)%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
Year Change
|
|||||||||
Income tax expense (benefit)
|
|
$
|
56,534
|
|
|
$
|
(14,220
|
)
|
|
$
|
70,754
|
|
|
(498
|
)%
|
Effective tax rate
|
|
(142.0
|
)%
|
|
26.5
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Net Sales (Segment Profile)
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
1,941,583
|
|
|
$
|
2,284,646
|
|
|
$
|
(343,063
|
)
|
|
(15
|
)%
|
Systems
|
|
824,624
|
|
|
$
|
278,869
|
|
|
545,755
|
|
|
196
|
%
|
||
Total
|
|
$
|
2,766,207
|
|
|
$
|
2,563,515
|
|
|
$
|
202,692
|
|
|
8
|
%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
1,275,439
|
|
|
$
|
1,069,501
|
|
|
$
|
205,938
|
|
|
19
|
%
|
Systems
|
|
519,017
|
|
|
309,168
|
|
|
209,849
|
|
|
68
|
%
|
|||
Total
|
|
$
|
1,794,456
|
|
|
$
|
1,378,669
|
|
|
$
|
415,787
|
|
|
30
|
%
|
% of net sales
|
|
65
|
%
|
|
54
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Gross profit
|
|
$
|
971,751
|
|
|
$
|
1,184,846
|
|
|
$
|
(213,095
|
)
|
|
(18
|
)%
|
% of net sales
|
|
35.1
|
%
|
|
46.2
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Research and development
|
|
$
|
140,523
|
|
|
$
|
94,797
|
|
|
$
|
45,726
|
|
|
48
|
%
|
% of net sales
|
|
5.1
|
%
|
|
3.7
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Selling, general and administrative
|
|
$
|
412,541
|
|
|
$
|
321,704
|
|
|
$
|
90,837
|
|
|
28
|
%
|
% of net sales
|
|
14.9
|
%
|
|
12.5
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Production start-up
|
|
$
|
33,620
|
|
|
$
|
19,442
|
|
|
$
|
14,178
|
|
|
73
|
%
|
% of net sales
|
|
1.2
|
%
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Goodwill impairment
|
|
$
|
393,365
|
|
|
$
|
—
|
|
|
$
|
393,365
|
|
|
100
|
%
|
% of net sales
|
|
14.2
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Restructuring
|
|
$
|
60,366
|
|
|
$
|
—
|
|
|
$
|
60,366
|
|
|
100
|
%
|
% of net sales
|
|
2.2
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Foreign currency gain (loss)
|
|
$
|
995
|
|
|
$
|
(3,468
|
)
|
|
$
|
4,463
|
|
|
(129
|
)%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Interest income
|
|
$
|
13,391
|
|
|
$
|
14,375
|
|
|
$
|
(984
|
)
|
|
(7
|
)%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Interest expense, net
|
|
$
|
(100
|
)
|
|
$
|
(6
|
)
|
|
$
|
(94
|
)
|
|
1,567
|
%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Other income (expense), net
|
|
$
|
665
|
|
|
$
|
2,273
|
|
|
$
|
(1,608
|
)
|
|
(71
|
)%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
(Loss) income before income taxes (Segment profit)
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
(24,451
|
)
|
|
$
|
916,268
|
|
|
$
|
(940,719
|
)
|
|
(103
|
)%
|
Systems
|
|
(29,262
|
)
|
|
(154,191
|
)
|
|
124,929
|
|
|
(81
|
)%
|
|||
Total
|
|
$
|
(53,713
|
)
|
|
$
|
762,077
|
|
|
$
|
(815,790
|
)
|
|
(107
|
)%
|
|
|
Years Ended
|
|
Year Over
|
|||||||||||
(Dollars in thousands)
|
|
2011
|
|
2010
|
|
Year Change
|
|||||||||
Income tax (benefit) expense
|
|
$
|
(14,220
|
)
|
|
$
|
97,876
|
|
|
$
|
(112,096
|
)
|
|
(115
|
)%
|
Effective tax rate
|
|
26.5
|
%
|
|
12.8
|
%
|
|
|
|
|
|
|
•
|
The amount of Accounts receivable, unbilled as of
December 31, 2012
was
$401.0 million
and primarily represented revenues recognized on construction work performed on systems projects in advance of billings to the customer under the terms of the underlying construction contracts. Such construction costs have been funded with working capital and the unbilled amounts are expected to be billed and collected from customers during the next 12 months. Additionally, we had
$270.4 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 relate to construction work already performed, but are noncurrent in nature as they are expected to be billed and collected from customers beyond the next 12 months.
|
•
|
The amount of finished goods inventory (“solar module inventory”) and BoS parts as of
December 31, 2012
was
$469.3 million
and represented a
42%
increase from
December 31, 2011
. As we continue with the construction of our project pipeline we must produce solar modules and procure BoS 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 construction activities in advance of receiving payment for such materials. Once solar modules and BoS 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 definitive sales contract and whether all revenue recognition criteria have been met. Accordingly, as of any consolidated 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.
|
•
|
There may be a delay in when our solar module inventory and BoS parts to be installed in our projects can be converted into cash compared to a typical third-party module sale. Such timing differences temporarily reduce our liquidity to the extent that we have already paid for our BoS parts or the underlying costs to produce our solar module inventories. As previously announced, we have reduced our manufacturing capacity and planned solar module production levels to match expected market demand, which considers our systems project pipeline. This decrease in planned production reduces our risk and the impact on liquidity of having excess solar module inventories that we must sell to third parties as we execute our Long Term Strategic Plan and respond to market pricing uncertainties for solar modules. Our solar module inventory as of December 31, 2012 is expected to primarily support our systems business with the remaining amounts being used to support expected near term demand for third-party module sales. As of December 31, 2012, approximately
$212 million
or
57%
of our solar module inventory was either on-site or in-transit to our systems projects. Of this amount, approximately
$69 million
of solar module inventories or
19%
of the total solar module inventory balance was physically segregated for certain projects for the purpose of qualifying such projects for the Department of Treasury’s Section 1603 cash grant program prior to the program’s expiration in December 2011. Such segregated solar module inventories are expected to be installed in the underlying systems projects in the normal course of our construction. All BoS parts are for our systems business projects.
|
•
|
With the closure at 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 adversely impacted as we continue to shift our selling efforts from the European markets, in which we have historically generated a significant portion of our net sales, to new markets, in which we have not historically generated any meaningful portion of our net sales. Additionally, as discussed further above, our utility scale systems solutions, including development and construction of such utility scale systems, have in the past and are expected in the future to require the use of our working capital and other sources of liquidity in advance of receiving any payments for the sale of such projects. The liquidity requirements for such systems projects can be greater than the working capital required for the sale of solar modules. We
|
•
|
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 strategic partners, customers, and policymakers. Some of these business arrangements, focused primarily on development efforts to expand our project pipeline in sustainable markets, are expected to involve a significant cash investment or other allocation of working capital that may 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.
|
•
|
Our restructuring charges, including the restructuring initiatives announced in December 2011, February 2012 and April 2012, are expected to result in total cash payments of between
$100 million
and
$120 million
, of which approximately
$57 million
was already made as of December 31, 2012. Such cash payments are primarily related to severance costs and the repayment of government grants for the second Frankfurt (Oder) plant.
|
•
|
There is the potential for additional future restructuring actions as we continue to align our manufacturing capacity with market demand, evaluate our cost structure and identify potential cost savings opportunities, and focus on developing target markets. We could in the future incur additional restructuring costs (including potentially the repayment of debt facilities and other amounts, the payment of severance to terminated employees, and other restructuring related costs) that could reduce our liquidity position to the point where we need to pursue additional sources of financing, assuming such sources are available to us.
See Note 4. “Restructuring,”
to our condensed consolidated financial statements included in this Annual Report on Form 10-K.
|
•
|
During 2013, we expect to spend up to
$400 million
for capital expenditures, including expenditures for upgrades to existing machinery and equipment, which we believe will increase our solar module efficiencies. A majority of our capital expenditures for 2013 are expected to be in foreign currencies and are therefore subject to fluctuations in currency exchange rates.
|
•
|
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 time frame. Although we consider the possibility that we would be required to repurchase any of our solar power projects to be remote, our current working capital and other available sources of liquidity may not be sufficient to make any required repurchase. If we are required to repurchase a solar power project we would have the ability to market and sell such project at then current market pricing, which could be at a lower than expected price to the extent the event requiring a repurchase impacts the project’s marketability. Our liquidity may also be impacted as the time between the repurchase of a project and the potential sale of such repurchased project could take several months.
|
|
|
Years Ended
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
762,209
|
|
|
$
|
(33,463
|
)
|
|
$
|
705,492
|
|
Net cash used in investing activities
|
|
(383,732
|
)
|
|
(676,457
|
)
|
|
(742,085
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(89,109
|
)
|
|
571,218
|
|
|
150,451
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
6,307
|
|
|
(21,368
|
)
|
|
(12,668
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
295,675
|
|
|
$
|
(160,070
|
)
|
|
$
|
101,190
|
|
|
|
|
|
Payments Due by Year
|
||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More Than
5 Years
|
||||||||||
Long-term debt obligations
|
|
$
|
563,340
|
|
|
$
|
63,046
|
|
|
$
|
391,661
|
|
|
$
|
77,969
|
|
|
$
|
30,664
|
|
Interest payments (1)
|
|
40,786
|
|
|
14,960
|
|
|
21,561
|
|
|
3,870
|
|
|
395
|
|
|||||
Capital lease obligations
|
|
2,414
|
|
|
556
|
|
|
924
|
|
|
892
|
|
|
42
|
|
|||||
Operating lease obligations
|
|
64,860
|
|
|
11,457
|
|
|
20,230
|
|
|
19,069
|
|
|
14,104
|
|
|||||
Purchase obligations (2)
|
|
697,198
|
|
|
496,421
|
|
|
144,367
|
|
|
45,230
|
|
|
11,180
|
|
|||||
Recycling obligations (3)
|
|
212,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
212,835
|
|
|||||
Other obligations
|
|
10,587
|
|
|
3,909
|
|
|
6,678
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,592,020
|
|
|
$
|
590,349
|
|
|
$
|
585,421
|
|
|
$
|
147,030
|
|
|
$
|
269,220
|
|
(1)
|
Includes estimated cash interest to be paid over the remaining terms of the underlying debt. Interest payments are based on fixed and floating rates in effect at
December 31, 2012
and include the effect of interest rate and cross currency swap agreements.
|
(2)
|
Purchase obligations are agreements to purchase goods or services that are non-cancellable, enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed minimum, or variable price provisions, and the approximate timing of transactions.
|
(3)
|
We assume our collection and recycling obligations will be satisfied more than five years from December 31, 2012.
|
Type
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Revolving Credit Facility
|
|
$
|
270,000
|
|
|
$
|
200,000
|
|
German Facility Agreement
|
|
—
|
|
|
140,085
|
|
||
Malaysian Ringgit Facility Agreement
|
|
151,901
|
|
|
146,725
|
|
||
Malaysian Euro Facility Agreement
|
|
58,255
|
|
|
67,556
|
|
||
Malaysian Facility Agreement
|
|
78,657
|
|
|
102,008
|
|
||
Director of Development of the State of Ohio
|
|
4,527
|
|
|
6,337
|
|
||
France Facility Agreement
|
|
—
|
|
|
4,833
|
|
||
Capital lease obligations
|
|
1,955
|
|
|
2,440
|
|
||
|
|
565,295
|
|
|
669,984
|
|
||
Less unamortized discount
|
|
(2,723
|
)
|
|
(6,336
|
)
|
||
Total long-term debt
|
|
562,572
|
|
|
663,648
|
|
||
Less current portion
|
|
(62,349
|
)
|
|
(44,505
|
)
|
||
Noncurrent portion
|
|
$
|
500,223
|
|
|
$
|
619,143
|
|
2013
|
|
$
|
63,046
|
|
2014
|
|
63,083
|
|
|
2015
|
|
328,578
|
|
|
2016
|
|
42,070
|
|
|
2017
|
|
35,899
|
|
|
Thereafter
|
|
30,664
|
|
|
Total long-term debt future principal payments
|
|
$
|
563,340
|
|
|
|
Quarters Ended
|
||||||||||||||||||||||||||||||
|
|
Dec 31,
2012 |
|
Sep 30,
2012 |
|
Jun 30,
2012 |
|
Mar 31,
2012 |
|
Dec 31,
2011 |
|
Sep 30,
2011 |
|
Jun 30,
2011 |
|
Mar 31,
2011 |
||||||||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Net sales
|
|
$
|
1,075,011
|
|
|
$
|
839,147
|
|
|
$
|
957,332
|
|
|
$
|
497,055
|
|
|
$
|
660,352
|
|
|
$
|
1,005,788
|
|
|
$
|
532,774
|
|
|
$
|
567,293
|
|
Cost of sales
|
|
781,464
|
|
|
600,431
|
|
|
713,591
|
|
|
420,310
|
|
|
522,228
|
|
|
626,624
|
|
|
337,976
|
|
|
307,628
|
|
||||||||
Gross profit
|
|
293,547
|
|
|
238,716
|
|
|
243,741
|
|
|
76,745
|
|
|
138,124
|
|
|
379,164
|
|
|
194,798
|
|
|
259,665
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Research and development
|
|
31,639
|
|
|
32,372
|
|
|
32,365
|
|
|
36,084
|
|
|
37,906
|
|
|
38,164
|
|
|
33,102
|
|
|
31,351
|
|
||||||||
Selling, general and administrative
|
|
63,417
|
|
|
73,507
|
|
|
52,184
|
|
|
91,820
|
|
|
125,926
|
|
|
112,743
|
|
|
86,872
|
|
|
87,000
|
|
||||||||
Production start-up
|
|
1,637
|
|
|
1,595
|
|
|
533
|
|
|
4,058
|
|
|
5,881
|
|
|
5,514
|
|
|
10,294
|
|
|
11,931
|
|
||||||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
393,365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Restructuring
|
|
24,839
|
|
|
24,197
|
|
|
19,000
|
|
|
401,065
|
|
|
60,366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total operating expenses
|
|
121,532
|
|
|
131,671
|
|
|
104,082
|
|
|
533,027
|
|
|
623,444
|
|
|
156,421
|
|
|
130,268
|
|
|
130,282
|
|
||||||||
Operating income (loss)
|
|
172,015
|
|
|
107,045
|
|
|
139,659
|
|
|
(456,282
|
)
|
|
(485,320
|
)
|
|
222,743
|
|
|
64,530
|
|
|
129,383
|
|
||||||||
Foreign currency (loss) gain
|
|
(2,156
|
)
|
|
3
|
|
|
1,015
|
|
|
(984
|
)
|
|
243
|
|
|
(1,857
|
)
|
|
1,659
|
|
|
950
|
|
||||||||
Interest and other income (expense), net
|
|
715
|
|
|
3,713
|
|
|
(5,327
|
)
|
|
780
|
|
|
3,635
|
|
|
1,879
|
|
|
5,768
|
|
|
2,674
|
|
||||||||
Income (loss) income before income taxes
|
|
170,574
|
|
|
110,761
|
|
|
135,347
|
|
|
(456,486
|
)
|
|
(481,442
|
)
|
|
222,765
|
|
|
71,957
|
|
|
133,007
|
|
||||||||
Income tax expense (benefit)
|
|
16,396
|
|
|
22,844
|
|
|
24,364
|
|
|
(7,070
|
)
|
|
(68,329
|
)
|
|
26,251
|
|
|
10,819
|
|
|
17,039
|
|
||||||||
Net income (loss)
|
|
$
|
154,178
|
|
|
$
|
87,917
|
|
|
$
|
110,983
|
|
|
$
|
(449,416
|
)
|
|
$
|
(413,113
|
)
|
|
$
|
196,514
|
|
|
$
|
61,138
|
|
|
$
|
115,968
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic
|
|
$
|
1.77
|
|
|
$
|
1.01
|
|
|
$
|
1.28
|
|
|
$
|
(5.20
|
)
|
|
$
|
(4.78
|
)
|
|
$
|
2.28
|
|
|
$
|
0.71
|
|
|
$
|
1.36
|
|
Diluted
|
|
$
|
1.74
|
|
|
$
|
1.00
|
|
|
$
|
1.27
|
|
|
$
|
(5.20
|
)
|
|
$
|
(4.78
|
)
|
|
$
|
2.25
|
|
|
$
|
0.70
|
|
|
$
|
1.33
|
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic
|
|
87,084
|
|
|
86,992
|
|
|
86,855
|
|
|
86,507
|
|
|
86,428
|
|
|
86,338
|
|
|
86,164
|
|
|
85,324
|
|
||||||||
Diluted
|
|
88,549
|
|
|
87,765
|
|
|
87,653
|
|
|
86,507
|
|
|
86,428
|
|
|
87,151
|
|
|
87,126
|
|
|
87,053
|
|
Description
|
|
Balance at
Beginning
of Year
|
|
Additions
|
|
Deductions
|
|
Balance
at End of
Year
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Allowance for doubtful accounts receivable
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2010
|
|
$
|
990
|
|
|
$
|
—
|
|
|
$
|
(990
|
)
|
|
$
|
—
|
|
Year ended December 31, 2011
|
|
$
|
—
|
|
|
$
|
10,032
|
|
|
$
|
—
|
|
|
$
|
10,032
|
|
Year ended December 31, 2012
|
|
$
|
10,032
|
|
|
$
|
4,471
|
|
|
$
|
—
|
|
|
$
|
14,503
|
|
Valuation allowance against our deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year ended December 31, 2010
|
|
$
|
3,190
|
|
|
$
|
1,601
|
|
|
$
|
—
|
|
|
$
|
4,791
|
|
Year ended December 31, 2011
|
|
$
|
4,791
|
|
|
$
|
3,473
|
|
|
$
|
(287
|
)
|
|
$
|
7,977
|
|
Year ended December 31, 2012
|
|
$
|
7,977
|
|
|
$
|
146,942
|
|
|
$
|
—
|
|
|
$
|
154,919
|
|
(b)
|
Exhibits: The exhibits listed on the accompanying Index to Exhibits on this Annual Report on Form 10-K are filed, or incorporated into this Annual Report on Form 10-K by reference.
|
Signature
|
Title
|
Date
|
/s/ JAMES A. HUGHES
|
Chief Executive Officer and Director
|
February 27, 2013
|
James A. Hughes
|
|
|
|
|
|
/s/ MARK R. WIDMAR
|
Chief Financial Officer and Chief Accounting Officer
|
February 27, 2013
|
Mark R. Widmar
|
(Principal Accounting Officer)
|
|
|
|
|
Additional Directors:
|
|
|
/s/ MICHAEL J. AHEARN
|
Chairman of the Board of Directors
|
February 27, 2013
|
Michael J. Ahearn
|
|
|
|
|
|
/s/ RICHARD D. CHAPMAN
|
Director
|
February 27, 2013
|
Richard D. Chapman
|
|
|
|
|
|
/s/ GEORGE A. HAMBRO
|
Director
|
February 27, 2013
|
George A. Hambro
|
|
|
|
|
|
/s/ CRAIG KENNEDY
|
Director
|
February 27, 2013
|
Craig Kennedy
|
|
|
|
|
|
/s/ JAMES F. NOLAN
|
Director
|
February 27, 2013
|
James F. Nolan
|
|
|
|
|
|
/s/ WILLIAM J. POST
|
Director
|
February 27, 2013
|
William J. Post
|
|
|
|
|
|
/S/ J. THOMAS PRESBY
|
Director
|
February 27, 2013
|
J. Thomas Presby
|
|
|
|
|
|
/s/ PAUL H. STEBBINS
|
Director
|
February 27, 2013
|
Paul H. Stebbins
|
|
|
|
|
|
/s/ MICHAEL SWEENEY
|
Director
|
February 27, 2013
|
Michael Sweeney
|
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
901,294
|
|
|
$
|
605,619
|
|
Marketable securities
|
|
102,578
|
|
|
66,146
|
|
||
Accounts receivable trade, net
|
|
553,567
|
|
|
310,568
|
|
||
Accounts receivable, unbilled
|
|
400,987
|
|
|
533,399
|
|
||
Inventories
|
|
434,921
|
|
|
475,867
|
|
||
Balance of systems parts
|
|
98,903
|
|
|
53,784
|
|
||
Deferred project costs
|
|
21,390
|
|
|
197,702
|
|
||
Deferred tax assets, net
|
|
44,070
|
|
|
41,144
|
|
||
Assets held for sale
|
|
49,521
|
|
|
—
|
|
||
Note receivable, affiliate
|
|
17,725
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
|
207,368
|
|
|
329,032
|
|
||
Total current assets
|
|
2,832,324
|
|
|
2,613,261
|
|
||
Property, plant and equipment, net
|
|
1,525,382
|
|
|
1,815,958
|
|
||
Project assets
|
|
358,824
|
|
|
374,881
|
|
||
Deferred project costs
|
|
486,654
|
|
|
122,688
|
|
||
Deferred tax assets, net
|
|
317,473
|
|
|
340,274
|
|
||
Marketable securities
|
|
—
|
|
|
116,192
|
|
||
Restricted cash and investments
|
|
301,400
|
|
|
200,550
|
|
||
Goodwill
|
|
65,444
|
|
|
65,444
|
|
||
Inventories
|
|
134,375
|
|
|
60,751
|
|
||
Other assets
|
|
326,816
|
|
|
67,615
|
|
||
Total assets
|
|
$
|
6,348,692
|
|
|
$
|
5,777,614
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
350,230
|
|
|
$
|
176,448
|
|
Income taxes payable
|
|
5,474
|
|
|
9,541
|
|
||
Accrued expenses
|
|
554,433
|
|
|
406,659
|
|
||
Current portion of long-term debt
|
|
62,349
|
|
|
44,505
|
|
||
Deferred revenue
|
|
2,056
|
|
|
41,925
|
|
||
Other current liabilities
|
|
126,832
|
|
|
294,646
|
|
||
Total current liabilities
|
|
1,101,374
|
|
|
973,724
|
|
||
Accrued solar module collection and recycling liability
|
|
212,835
|
|
|
167,378
|
|
||
Long-term debt
|
|
500,223
|
|
|
619,143
|
|
||
Payments and billings for deferred project costs
|
|
636,518
|
|
|
167,374
|
|
||
Other liabilities
|
|
292,216
|
|
|
206,132
|
|
||
Total liabilities
|
|
2,743,166
|
|
|
2,133,751
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 87,145,323 and 86,467,873 shares issued and outstanding at December 31, 2012 and December 31, 2011, respectively
|
|
87
|
|
|
86
|
|
||
Additional paid-in capital
|
|
2,065,527
|
|
|
2,022,743
|
|
||
Accumulated earnings
|
|
1,529,733
|
|
|
1,626,071
|
|
||
Accumulated other comprehensive income (loss)
|
|
10,179
|
|
|
(5,037
|
)
|
||
Total stockholders’ equity
|
|
3,605,526
|
|
|
3,643,863
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
6,348,692
|
|
|
$
|
5,777,614
|
|
|
|
Years Ended
|
||||||||||
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
||||||
Net sales
|
|
$
|
3,368,545
|
|
|
$
|
2,766,207
|
|
|
$
|
2,563,515
|
|
Cost of sales
|
|
2,515,796
|
|
|
1,794,456
|
|
|
1,378,669
|
|
|||
Gross profit
|
|
852,749
|
|
|
971,751
|
|
|
1,184,846
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
132,460
|
|
|
140,523
|
|
|
94,797
|
|
|||
Selling, general and administrative
|
|
280,928
|
|
|
412,541
|
|
|
321,704
|
|
|||
Production start-up
|
|
7,823
|
|
|
33,620
|
|
|
19,442
|
|
|||
Goodwill impairment
|
|
—
|
|
|
393,365
|
|
|
—
|
|
|||
Restructuring
|
|
469,101
|
|
|
60,366
|
|
|
—
|
|
|||
Total operating expenses
|
|
890,312
|
|
|
1,040,415
|
|
|
435,943
|
|
|||
Operating (loss) income
|
|
(37,563
|
)
|
|
(68,664
|
)
|
|
748,903
|
|
|||
Foreign currency (loss) gain
|
|
(2,122
|
)
|
|
995
|
|
|
(3,468
|
)
|
|||
Interest income
|
|
12,824
|
|
|
13,391
|
|
|
14,375
|
|
|||
Interest expense, net
|
|
(13,888
|
)
|
|
(100
|
)
|
|
(6
|
)
|
|||
Other income, net
|
|
945
|
|
|
665
|
|
|
2,273
|
|
|||
(Loss) income before income taxes
|
|
(39,804
|
)
|
|
(53,713
|
)
|
|
762,077
|
|
|||
Income tax expense (benefit)
|
|
56,534
|
|
|
(14,220
|
)
|
|
97,876
|
|
|||
Net (loss) income
|
|
$
|
(96,338
|
)
|
|
$
|
(39,493
|
)
|
|
$
|
664,201
|
|
Net (loss) income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(1.11
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
7.82
|
|
Diluted
|
|
$
|
(1.11
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
7.68
|
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
||||||
Basic
|
|
86,860
|
|
|
86,067
|
|
|
84,891
|
|
|||
Diluted
|
|
86,860
|
|
|
86,067
|
|
|
86,491
|
|
|
|
Year Ended
|
||||||||||
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||
Net (loss) income
|
|
$
|
(96,338
|
)
|
|
$
|
(39,493
|
)
|
|
$
|
664,201
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
9,896
|
|
|
(18,034
|
)
|
|
(35,825
|
)
|
|||
Unrealized gain on marketable securities and restricted investments
|
|
26,813
|
|
|
18,660
|
|
|
3,820
|
|
|||
Unrealized (loss) gain on derivative instruments
|
|
(21,493
|
)
|
|
21,580
|
|
|
14,358
|
|
|||
Other comprehensive income (loss), net of tax
|
|
15,216
|
|
|
22,206
|
|
|
(17,647
|
)
|
|||
Comprehensive (loss) income
|
|
$
|
(81,122
|
)
|
|
$
|
(17,287
|
)
|
|
$
|
646,554
|
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Contingent
Consideration
|
|
Accumulated Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Equity
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance, December 26, 2009
|
|
85,208
|
|
|
$
|
85
|
|
|
$
|
1,658,091
|
|
|
$
|
2,844
|
|
|
$
|
1,001,363
|
|
|
$
|
(9,596
|
)
|
|
$
|
2,652,787
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
664,201
|
|
|
—
|
|
|
664,201
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,825
|
)
|
|
(35,825
|
)
|
||||||
Change in unrealized gain on derivative instruments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,358
|
|
|
14,358
|
|
||||||
Change in unrealized gain on marketable securities and restricted investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,820
|
|
|
3,820
|
|
||||||
Exercise of stock options, including excess tax benefits
|
|
455
|
|
|
1
|
|
|
70,945
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,946
|
|
||||||
Issuance of restricted and unrestricted stock
|
|
168
|
|
|
—
|
|
|
(12,108
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,108
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
96,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96,766
|
|
||||||
Common stock issued for acquisition
|
|
13
|
|
|
—
|
|
|
1,726
|
|
|
(1,726
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, December 31, 2010
|
|
85,844
|
|
|
86
|
|
|
1,815,420
|
|
|
1,118
|
|
|
1,665,564
|
|
|
(27,243
|
)
|
|
3,454,945
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,493
|
)
|
|
—
|
|
|
(39,493
|
)
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,034
|
)
|
|
(18,034
|
)
|
||||||
Change in unrealized gain on derivative instruments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,580
|
|
|
21,580
|
|
||||||
Change in unrealized gain on marketable securities and restricted investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,660
|
|
|
18,660
|
|
||||||
Exercise of stock options, including excess tax benefits
|
|
251
|
|
|
—
|
|
|
112,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,250
|
|
||||||
Issuance of restricted and unrestricted stock
|
|
365
|
|
|
—
|
|
|
(24,102
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,102
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
118,057
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118,057
|
|
||||||
Common stock issued for acquisition
|
|
8
|
|
|
—
|
|
|
1,118
|
|
|
(1,118
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, December 31, 2011
|
|
86,468
|
|
|
86
|
|
|
2,022,743
|
|
|
—
|
|
|
1,626,071
|
|
|
(5,037
|
)
|
|
3,643,863
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96,338
|
)
|
|
—
|
|
|
(96,338
|
)
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,896
|
|
|
9,896
|
|
||||||
Change in unrealized loss on derivative instruments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,493
|
)
|
|
(21,493
|
)
|
||||||
Change in unrealized gain on marketable securities and restricted investments, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,813
|
|
|
26,813
|
|
||||||
Exercise of stock options, including excess tax benefits
|
|
253
|
|
|
1
|
|
|
8,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,137
|
|
||||||
Issuance of restricted and unrestricted stock
|
|
424
|
|
|
—
|
|
|
(5,019
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,019
|
)
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
39,667
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,667
|
|
||||||
Balance, December 31, 2012
|
|
87,145
|
|
|
$
|
87
|
|
|
$
|
2,065,527
|
|
|
$
|
—
|
|
|
$
|
1,529,733
|
|
|
$
|
10,179
|
|
|
$
|
3,605,526
|
|
|
|
Years Ended
|
||||||||||
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Cash received from customers
|
|
$
|
3,231,268
|
|
|
$
|
2,290,944
|
|
|
$
|
2,458,088
|
|
Cash paid to suppliers and associates
|
|
(2,447,337
|
)
|
|
(2,159,429
|
)
|
|
(1,614,763
|
)
|
|||
Interest received
|
|
4,693
|
|
|
10,156
|
|
|
20,531
|
|
|||
Interest paid
|
|
(19,916
|
)
|
|
(14,229
|
)
|
|
(7,610
|
)
|
|||
Income tax refunds (payments), net
|
|
21,543
|
|
|
(46,153
|
)
|
|
(80,064
|
)
|
|||
Excess tax benefit from share-based compensation arrangements
|
|
(27,373
|
)
|
|
(110,836
|
)
|
|
(69,367
|
)
|
|||
Other operating activities
|
|
(669
|
)
|
|
(3,916
|
)
|
|
(1,323
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
762,209
|
|
|
(33,463
|
)
|
|
705,492
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
(379,228
|
)
|
|
(731,814
|
)
|
|
(588,914
|
)
|
|||
Purchases of marketable securities
|
|
(29,200
|
)
|
|
(331,240
|
)
|
|
(462,070
|
)
|
|||
Proceeds from sales and maturities of marketable securities
|
|
108,663
|
|
|
492,613
|
|
|
556,904
|
|
|||
Payments received on notes receivable
|
|
—
|
|
|
—
|
|
|
61,658
|
|
|||
Investment in note receivable, affiliate
|
|
(21,659
|
)
|
|
—
|
|
|
—
|
|
|||
Payments received on note receivable, affiliate
|
|
4,498
|
|
|
—
|
|
|
—
|
|
|||
Purchase of restricted investments
|
|
(80,667
|
)
|
|
(62,749
|
)
|
|
(43,064
|
)
|
|||
Change in restricted cash
|
|
16,215
|
|
|
(23,154
|
)
|
|
—
|
|
|||
Sale of investment in related party
|
|
—
|
|
|
—
|
|
|
28,596
|
|
|||
Acquisitions, net of cash acquired
|
|
(2,437
|
)
|
|
(21,105
|
)
|
|
(296,496
|
)
|
|||
Other investing activities
|
|
83
|
|
|
992
|
|
|
1,301
|
|
|||
Net cash used in investing activities
|
|
(383,732
|
)
|
|
(676,457
|
)
|
|
(742,085
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from stock option exercises
|
|
176
|
|
|
8,326
|
|
|
9,379
|
|
|||
Repayment of borrowings under revolving credit facility
|
|
(1,305,000
|
)
|
|
(450,000
|
)
|
|
—
|
|
|||
Proceeds from borrowings under revolving credit facility
|
|
1,375,000
|
|
|
550,000
|
|
|
100,000
|
|
|||
Repayment of long-term debt
|
|
(178,842
|
)
|
|
(33,796
|
)
|
|
(27,879
|
)
|
|||
Proceeds from borrowings under long-term debt, net of discount and issuance costs
|
|
—
|
|
|
370,108
|
|
|
—
|
|
|||
Excess tax benefit from share-based compensation arrangements
|
|
27,373
|
|
|
110,836
|
|
|
69,367
|
|
|||
(Repayment of) proceeds from economic development funding
|
|
(6,820
|
)
|
|
16,188
|
|
|
—
|
|
|||
Other financing activities
|
|
(996
|
)
|
|
(444
|
)
|
|
(416
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(89,109
|
)
|
|
571,218
|
|
|
150,451
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
6,307
|
|
|
(21,368
|
)
|
|
(12,668
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
295,675
|
|
|
(160,070
|
)
|
|
101,190
|
|
|||
Cash and cash equivalents, beginning of the period
|
|
605,619
|
|
|
765,689
|
|
|
664,499
|
|
|||
Cash and cash equivalents, end of the period
|
|
$
|
901,294
|
|
|
$
|
605,619
|
|
|
$
|
765,689
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
62,344
|
|
|
$
|
74,391
|
|
|
$
|
88,977
|
|
Settlement of long-term debt
|
|
$
|
4,802
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
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.
|
|
|
Useful Lives
in Years
|
Buildings and building improvements
|
|
25 – 40
|
Manufacturing machinery and equipment
|
|
5 – 7
|
Furniture, fixtures, computer hardware, and computer software
|
|
3 – 7
|
Leasehold improvements
|
|
up to 15
|
Milestone
|
Balance sheet classification -Arrangements accounted for under ASC 360 (sale of real estate)
|
Balance sheet classification - Arrangements accounted for under ASC 605 (long-term construction contracts)
|
Execution of a definitive sales arrangement, but all revenue recognition criteria are not yet met
|
Deferred project costs
|
Deferred project costs
|
Pre execution of a definitive sales arrangement
|
Project asset
|
Deferred project costs (recoverable pre-contract costs)
|
December 2011 Restructuring
|
|
Asset Impairments
|
|
Asset Impairment Related Costs
|
|
Severance and Termination Related Costs
|
|
Total
|
||||||||
Charges to Income
|
|
$
|
50,298
|
|
|
3,261
|
|
|
6,807
|
|
|
$
|
60,366
|
|
||
Changes in Estimates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||
Cash Payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||
Non-cash Amounts
|
|
(50,298
|
)
|
|
(915
|
)
|
|
—
|
|
|
$
|
(51,213
|
)
|
|||
Ending Balance at December 31, 2011
|
|
—
|
|
|
2,346
|
|
|
6,807
|
|
|
$
|
9,153
|
|
|||
Charges to Income
|
|
747
|
|
|
—
|
|
|
1,480
|
|
|
2,227
|
|
||||
Changes in Estimates
|
|
—
|
|
|
(2,104
|
)
|
|
—
|
|
|
(2,104
|
)
|
||||
Cash Payments
|
|
—
|
|
|
(242
|
)
|
|
(7,857
|
)
|
|
(8,099
|
)
|
||||
Non-cash Amounts
|
|
(747
|
)
|
|
—
|
|
|
(430
|
)
|
|
(1,177
|
)
|
||||
Ending Balance at December 31, 2012
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
February 2012 Restructuring
|
|
Asset Impairments
|
|
Asset Impairment Related Costs
|
|
Total
|
||||||
Charges to Income
|
|
$
|
122,765
|
|
|
$
|
8,479
|
|
|
$
|
131,244
|
|
Changes in Estimates
|
|
519
|
|
|
(246
|
)
|
|
273
|
|
|||
Gain on Sale of Previously Impaired Assets
|
|
(4,524
|
)
|
|
—
|
|
|
(4,524
|
)
|
|||
Cash Payments
|
|
—
|
|
|
(292
|
)
|
|
(292
|
)
|
|||
Cash Received on Sale of Impaired Assets
|
|
4,524
|
|
|
—
|
|
|
4,524
|
|
|||
Non-cash Amounts
|
|
(123,284
|
)
|
|
(2,840
|
)
|
|
(126,124
|
)
|
|||
Ending Balance at December 31, 2012
|
|
$
|
—
|
|
|
$
|
5,101
|
|
|
$
|
5,101
|
|
April 2012 Restructuring
|
|
Asset Impairments
|
|
Asset Impairment Related Costs
|
|
Severance and Termination Related Costs
|
|
Grant Repayments
|
|
Total
|
||||||||||
Charges to Income
|
|
$
|
225,716
|
|
|
$
|
26,356
|
|
|
$
|
60,629
|
|
|
$
|
30,510
|
|
|
$
|
343,211
|
|
Changes in Estimates
|
|
—
|
|
|
(289
|
)
|
|
(937
|
)
|
|
—
|
|
|
(1,226
|
)
|
|||||
Cash Payments
|
|
—
|
|
|
(9,313
|
)
|
|
(32,087
|
)
|
|
(7,044
|
)
|
|
(48,444
|
)
|
|||||
Non-cash Amounts
|
|
(225,716
|
)
|
|
(129
|
)
|
|
(1,888
|
)
|
|
(15,066
|
)
|
|
(242,799
|
)
|
|||||
Ending Balance at December 31, 2012
|
|
$
|
—
|
|
|
$
|
16,625
|
|
|
$
|
25,717
|
|
|
$
|
8,400
|
|
|
$
|
50,742
|
|
Tangible assets acquired
|
|
$
|
2,513
|
|
Project assets
|
|
147,370
|
|
|
Deferred tax assets
|
|
84
|
|
|
Goodwill
|
|
146,773
|
|
|
Total purchase consideration
|
|
$
|
296,740
|
|
Cash
|
|
$
|
244
|
|
Prepaid expenses and other current assets
|
|
346
|
|
|
Property, plant and equipment
|
|
996
|
|
|
Land
|
|
3,380
|
|
|
Total tangible assets acquired
|
|
4,966
|
|
|
Accounts payable and other liabilities
|
|
(2,453
|
)
|
|
Total liabilities assumed
|
|
(2,453
|
)
|
|
Net tangible assets acquired
|
|
$
|
2,513
|
|
|
|
Components
|
|
Systems
|
|
Consolidated
|
||||||
Ending balance, December 31, 2010
|
|
$
|
393,365
|
|
|
$
|
39,923
|
|
|
$
|
433,288
|
|
Goodwill from acquisition
|
|
—
|
|
|
25,521
|
|
|
25,521
|
|
|||
Goodwill impairment
|
|
(393,365
|
)
|
|
—
|
|
|
(393,365
|
)
|
|||
Ending balance, December 31, 2011
|
|
$
|
—
|
|
|
$
|
65,444
|
|
|
$
|
65,444
|
|
Ending balance, December 31, 2012
|
|
$
|
—
|
|
|
$
|
65,444
|
|
|
$
|
65,444
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Intangible assets, gross
|
|
$
|
9,139
|
|
|
$
|
6,135
|
|
Accumulated amortization
|
|
(5,404
|
)
|
|
(3,280
|
)
|
||
Intangible assets, net
|
|
$
|
3,735
|
|
|
$
|
2,855
|
|
2013
|
|
$
|
393
|
|
2014
|
|
393
|
|
|
2015
|
|
392
|
|
|
2016
|
|
389
|
|
|
2017
|
|
356
|
|
|
Thereafter
|
|
1,812
|
|
|
Total estimated future amortization expense
|
|
$
|
3,735
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Cash
|
|
$
|
889,065
|
|
|
$
|
579,241
|
|
Cash equivalents:
|
|
|
|
|
||||
Commercial paper
|
|
1,500
|
|
|
—
|
|
||
Money market mutual funds
|
|
10,729
|
|
|
26,378
|
|
||
Total cash and cash equivalents
|
|
901,294
|
|
|
605,619
|
|
||
Marketable securities:
|
|
|
|
|
||||
Commercial paper
|
|
1,698
|
|
|
9,193
|
|
||
Corporate debt securities
|
|
23,384
|
|
|
55,011
|
|
||
Federal agency debt
|
|
29,936
|
|
|
50,081
|
|
||
Foreign agency debt
|
|
7,233
|
|
|
10,928
|
|
||
Foreign government obligations
|
|
4,142
|
|
|
9,120
|
|
||
Supranational debt
|
|
34,181
|
|
|
45,991
|
|
||
U.S. government obligations
|
|
2,004
|
|
|
2,014
|
|
||
Total marketable securities and investments
|
|
102,578
|
|
|
182,338
|
|
||
Total cash, cash equivalents, marketable securities and investments
|
|
$
|
1,003,872
|
|
|
$
|
787,957
|
|
|
|
As of December 31, 2012
|
||||||||||||||
Security Type
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Commercial paper
|
|
$
|
1,697
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1,698
|
|
Corporate debt securities
|
|
23,358
|
|
|
26
|
|
|
—
|
|
|
23,384
|
|
||||
Federal agency debt
|
|
29,888
|
|
|
49
|
|
|
1
|
|
|
29,936
|
|
||||
Foreign agency debt
|
|
7,266
|
|
|
—
|
|
|
33
|
|
|
7,233
|
|
||||
Foreign government obligations
|
|
4,138
|
|
|
4
|
|
|
—
|
|
|
4,142
|
|
||||
Supranational debt
|
|
34,110
|
|
|
71
|
|
|
—
|
|
|
34,181
|
|
||||
U.S. government obligations
|
|
2,000
|
|
|
4
|
|
|
—
|
|
|
2,004
|
|
||||
Total
|
|
$
|
102,457
|
|
|
$
|
155
|
|
|
$
|
34
|
|
|
$
|
102,578
|
|
|
|
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 December 31, 2012
|
||||||||||||||
Maturity
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
One year or less
|
|
$
|
71,225
|
|
|
$
|
67
|
|
|
$
|
32
|
|
|
$
|
71,260
|
|
One year to two years
|
|
30,707
|
|
|
88
|
|
|
1
|
|
|
30,794
|
|
||||
Two years to three years
|
|
525
|
|
|
—
|
|
|
1
|
|
|
524
|
|
||||
Total
|
|
$
|
102,457
|
|
|
$
|
155
|
|
|
$
|
34
|
|
|
$
|
102,578
|
|
|
|
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 December 31, 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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Federal agency debt
|
|
524
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
524
|
|
|
1
|
|
||||||
Foreign agency debt
|
|
—
|
|
|
—
|
|
|
5,970
|
|
|
33
|
|
|
5,970
|
|
|
33
|
|
||||||
Foreign government obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Supranational debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
524
|
|
|
$
|
1
|
|
|
$
|
5,970
|
|
|
$
|
33
|
|
|
$
|
6,494
|
|
|
$
|
34
|
|
|
|
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
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Restricted cash, noncurrent
|
|
$
|
184
|
|
|
$
|
21,735
|
|
Restricted investments, noncurrent
|
|
301,216
|
|
|
178,815
|
|
||
Total restricted cash and investments, noncurrent (1)
|
|
$
|
301,400
|
|
|
$
|
200,550
|
|
|
|
As of December 31, 2012
|
||||||||||||||
Security Type
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
188,350
|
|
|
$
|
47,921
|
|
|
$
|
—
|
|
|
$
|
236,271
|
|
U.S. government obligations
|
|
53,368
|
|
|
11,577
|
|
|
—
|
|
|
64,945
|
|
||||
Total
|
|
$
|
241,718
|
|
|
$
|
59,498
|
|
|
$
|
—
|
|
|
$
|
301,216
|
|
|
|
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
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Accounts receivable trade, gross
|
|
$
|
568,070
|
|
|
$
|
320,600
|
|
Allowance for doubtful accounts
|
|
(14,503
|
)
|
|
(10,032
|
)
|
||
Accounts receivable trade, net
|
|
$
|
553,567
|
|
|
$
|
310,568
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Raw materials
|
|
$
|
184,006
|
|
|
$
|
230,675
|
|
Work in process
|
|
14,868
|
|
|
28,817
|
|
||
Finished goods
|
|
370,422
|
|
|
277,126
|
|
||
Total inventories
|
|
$
|
569,296
|
|
|
$
|
536,618
|
|
Inventories — current
|
|
$
|
434,921
|
|
|
$
|
475,867
|
|
Inventories — noncurrent (1)
|
|
$
|
134,375
|
|
|
$
|
60,751
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Prepaid expenses
|
|
$
|
39,582
|
|
|
$
|
151,630
|
|
Derivative instruments
|
|
7,230
|
|
|
63,673
|
|
||
Deferred costs of goods sold
|
|
96,337
|
|
|
1,152
|
|
||
Other assets - current
|
|
64,219
|
|
|
112,577
|
|
||
Prepaid expenses and other current assets
|
|
$
|
207,368
|
|
|
$
|
329,032
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Buildings and improvements
|
|
$
|
446,133
|
|
|
$
|
393,676
|
|
Machinery and equipment
|
|
1,415,632
|
|
|
1,453,293
|
|
||
Office equipment and furniture
|
|
117,228
|
|
|
110,936
|
|
||
Leasehold improvements
|
|
49,367
|
|
|
48,374
|
|
||
Depreciable property, plant and equipment, gross
|
|
2,028,360
|
|
|
2,006,279
|
|
||
Accumulated depreciation
|
|
(803,501
|
)
|
|
(617,787
|
)
|
||
Depreciable property, plant and equipment, net
|
|
1,224,859
|
|
|
1,388,492
|
|
||
Land
|
|
22,256
|
|
|
8,065
|
|
||
Construction in progress
|
|
51,133
|
|
|
419,401
|
|
||
Stored assets (1)
|
|
227,134
|
|
|
—
|
|
||
Property, plant and equipment, net
|
|
$
|
1,525,382
|
|
|
$
|
1,815,958
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Interest cost incurred
|
|
$
|
(24,191
|
)
|
|
$
|
(15,349
|
)
|
|
$
|
(10,069
|
)
|
Interest cost capitalized – property, plant and equipment
|
|
4,201
|
|
|
7,483
|
|
|
6,177
|
|
|||
Interest cost capitalized – project assets
|
|
6,102
|
|
|
7,766
|
|
|
3,886
|
|
|||
Interest expense, net
|
|
$
|
(13,888
|
)
|
|
$
|
(100
|
)
|
|
$
|
(6
|
)
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Project assets — land
|
|
$
|
9,164
|
|
|
$
|
13,704
|
|
Project assets — project acquistion and development costs
|
|
157,489
|
|
|
136,251
|
|
||
Project assets — construction costs
|
|
192,171
|
|
|
224,926
|
|
||
Project assets
|
|
$
|
358,824
|
|
|
$
|
374,881
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Retainage (1)
|
|
$
|
270,364
|
|
|
$
|
—
|
|
Other assets - noncurrent
|
|
56,452
|
|
|
67,615
|
|
||
Other assets
|
|
$
|
326,816
|
|
|
$
|
67,615
|
|
(1)
|
Certain of the 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 collectability of amounts due or that will become due under our EPC contracts. Retainage expected to be collected within the next 12 months is classified within
Accounts receivable, unbilled
on the consolidated balance sheet. After we have met the EPC contract requirements to bill for retainage, we will reclassify such amounts to
Accounts receivable trade, net
. Amounts are expected to be collected in 2014 through 2015, after certain construction milestones have been met.
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Accrued compensation and benefits
|
|
$
|
105,677
|
|
|
$
|
57,480
|
|
Accrued property, plant and equipment
|
|
20,564
|
|
|
41,015
|
|
||
Accrued inventory
|
|
52,408
|
|
|
46,028
|
|
||
Accrued project assets and deferred project costs
|
|
76,133
|
|
|
34,837
|
|
||
Product warranty liability
|
|
90,581
|
|
|
78,637
|
|
||
Accrued expenses in excess of normal product warranty liability and related expenses (1)
|
|
75,020
|
|
|
89,893
|
|
||
Other accrued expenses
|
|
134,050
|
|
|
58,769
|
|
||
Accrued expenses
|
|
$
|
554,433
|
|
|
$
|
406,659
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Derivative instruments
|
|
$
|
5,825
|
|
|
$
|
37,342
|
|
Deferred tax liabilities
|
|
2,226
|
|
|
6,612
|
|
||
Billings in excess of costs and estimated earnings
|
|
2,422
|
|
|
32,204
|
|
||
Payments and billings for deferred project costs and deferred cost of sales (1)
|
|
94,535
|
|
|
192,440
|
|
||
Other liabilities - current
|
|
21,824
|
|
|
26,048
|
|
||
Other current liabilities
|
|
$
|
126,832
|
|
|
$
|
294,646
|
|
(1)
|
Payments and billings for deferred project costs and deferred cost of sales represent customer payments received or customer billings made under the terms of solar power project related sales contracts for which all revenue recognition criteria for real estate transactions have not yet been met. The associated solar power project related costs are included as current deferred project costs or prepaid expenses and other current assets.
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Product warranty liability
|
|
$
|
101,015
|
|
|
$
|
79,105
|
|
Other taxes payable
|
|
102,599
|
|
|
73,054
|
|
||
Billings in excess of costs and estimated earnings
|
|
47,623
|
|
|
—
|
|
||
Other liabilities - noncurrent
|
|
40,979
|
|
|
53,973
|
|
||
Other liabilities
|
|
$
|
292,216
|
|
|
$
|
206,132
|
|
|
|
December 31, 2012
|
|||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
2,121
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross-currency swap contract
|
|
—
|
|
|
|
316
|
|
|
1,582
|
|
|||
Interest rate swap contract
|
|
—
|
|
|
|
473
|
|
|
994
|
|
|||
Total derivatives designated as hedging instruments
|
|
$
|
2,121
|
|
|
|
$
|
789
|
|
|
$
|
2,576
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
5,109
|
|
|
|
$
|
5,036
|
|
|
$
|
—
|
|
Total derivatives not designated as hedging instruments
|
|
$
|
5,109
|
|
|
|
$
|
5,036
|
|
|
$
|
—
|
|
Total derivative instruments
|
|
$
|
7,230
|
|
|
|
$
|
5,825
|
|
|
$
|
2,576
|
|
|
|
December 31, 2011
|
|||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
28,415
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross-currency swap contract
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
4,943
|
|
Interest rate swap contracts
|
|
—
|
|
|
|
444
|
|
|
2,127
|
|
|||
Total derivatives designated as hedging instruments
|
|
$
|
28,415
|
|
|
|
$
|
444
|
|
|
$
|
7,070
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
35,258
|
|
|
|
$
|
36,898
|
|
|
$
|
—
|
|
Total derivatives not designated as hedging instruments
|
|
$
|
35,258
|
|
|
|
$
|
36,898
|
|
|
$
|
—
|
|
Total derivative instruments
|
|
$
|
63,673
|
|
|
|
$
|
37,342
|
|
|
$
|
7,070
|
|
|
|
Foreign Exchange Forward Contracts
|
|
Interest Rate Swap Contracts
|
|
Cross Currency Swap Contract
|
|
Total
|
||||||||
Balance at December 26, 2009
|
|
$
|
(15,942
|
)
|
|
$
|
(1,083
|
)
|
|
$
|
—
|
|
|
$
|
(17,025
|
)
|
Amounts recognized in other comprehensive income (loss)
|
|
28,807
|
|
|
(1,507
|
)
|
|
—
|
|
|
27,300
|
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
(14,313
|
)
|
|
—
|
|
|
—
|
|
|
(14,313
|
)
|
||||
Interest expense
|
|
—
|
|
|
1,371
|
|
|
—
|
|
|
1,371
|
|
||||
Balance at December 31, 2010
|
|
$
|
(1,448
|
)
|
|
$
|
(1,219
|
)
|
|
$
|
—
|
|
|
$
|
(2,667
|
)
|
Amounts recognized in other comprehensive income (loss)
|
|
(12,086
|
)
|
|
(2,112
|
)
|
|
(5,042
|
)
|
|
(19,240
|
)
|
||||
Amounts reclassified to net sales as a result of forecasted transactions being probable of not occurring
|
|
(3,954
|
)
|
|
—
|
|
|
—
|
|
|
(3,954
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
51,239
|
|
|
—
|
|
|
—
|
|
|
51,239
|
|
||||
Foreign currency (loss) gain
|
|
—
|
|
|
—
|
|
|
(957
|
)
|
|
(957
|
)
|
||||
Interest expense
|
|
—
|
|
|
760
|
|
|
100
|
|
|
860
|
|
||||
Balance at December 31, 2011
|
|
$
|
33,751
|
|
|
$
|
(2,571
|
)
|
|
$
|
(5,899
|
)
|
|
$
|
25,281
|
|
Amounts recognized in other comprehensive income (loss)
|
|
$
|
(11,040
|
)
|
|
$
|
(1,650
|
)
|
|
$
|
2,680
|
|
|
$
|
(10,010
|
)
|
Amounts reclassified to net sales as a result of forecasted transactions being probable of not occurring
|
|
$
|
(4,372
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,372
|
)
|
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
(9,359
|
)
|
|
—
|
|
|
—
|
|
|
(9,359
|
)
|
||||
Foreign currency (loss) gain
|
|
—
|
|
|
—
|
|
|
(5,176
|
)
|
|
(5,176
|
)
|
||||
Interest expense
|
|
—
|
|
|
2,754
|
|
|
364
|
|
|
3,118
|
|
||||
Balance at December 31, 2012
|
|
$
|
8,980
|
|
|
$
|
(1,467
|
)
|
|
$
|
(8,031
|
)
|
|
$
|
(518
|
)
|
|
|
Amount of Gain (Loss) Recognized in Income on Derivatives
|
||||||||||||
|
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||
Derivatives not designated as hedging instruments under ASC 815:
|
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
||||||
Foreign exchange forward contracts
|
|
Foreign currency (loss) gain
|
|
$
|
3,185
|
|
|
$
|
(1,796
|
)
|
|
$
|
(579
|
)
|
Foreign exchange forward contracts
|
|
Cost of sales
|
|
$
|
(1,284
|
)
|
|
$
|
(1,844
|
)
|
|
$
|
(3,946
|
)
|
Foreign exchange forward contracts
|
|
Net Sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,743
|
|
December 31, 2012
|
||||
|
|
|
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Canadian dollar
|
|
CAD 192.0
|
|
$195.1
|
•
|
Cash equivalents.
At
December 31, 2012
, our cash equivalents consisted of commercial paper and money market mutual funds. At
December 31, 2011
, our cash equivalents consisted of money market mutual funds. We value our commercial paper cash equivalents using quoted prices for securities with similar characteristics and other observable inputs (such as interest rates that are observable at commonly quoted intervals). Accordingly, we classify the valuation techniques that use these inputs as Level 2. 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
December 31, 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
December 31, 2012
and
December 31, 2011
, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies, interest rate swap contracts 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 contract term 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.
|
|
|
As of December 31, 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:
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
|
$
|
—
|
|
Money market mutual funds
|
|
10,729
|
|
|
10,729
|
|
|
—
|
|
|
—
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial paper
|
|
1,698
|
|
|
—
|
|
|
1,698
|
|
|
—
|
|
||||
Corporate debt securities
|
|
23,384
|
|
|
—
|
|
|
23,384
|
|
|
—
|
|
||||
Federal agency debt
|
|
29,936
|
|
|
—
|
|
|
29,936
|
|
|
—
|
|
||||
Foreign agency debt
|
|
7,233
|
|
|
—
|
|
|
7,233
|
|
|
—
|
|
||||
Foreign government obligations
|
|
4,142
|
|
|
—
|
|
|
4,142
|
|
|
—
|
|
||||
Supranational debt
|
|
34,181
|
|
|
—
|
|
|
34,181
|
|
|
—
|
|
||||
U.S. government obligations
|
|
2,004
|
|
|
—
|
|
|
2,004
|
|
|
—
|
|
||||
Restricted investments (excluding restricted cash)
|
|
301,216
|
|
|
—
|
|
|
301,216
|
|
|
—
|
|
||||
Derivative assets
|
|
7,230
|
|
|
—
|
|
|
7,230
|
|
|
—
|
|
||||
Total assets
|
|
$
|
423,253
|
|
|
$
|
10,729
|
|
|
$
|
412,524
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
8,401
|
|
|
$
|
—
|
|
|
$
|
8,401
|
|
|
$
|
—
|
|
|
|
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
|
|
|
—
|
|
||||
US 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
|
|
|
$
|
—
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities - current and noncurrent
|
|
$
|
102,578
|
|
|
$
|
102,578
|
|
|
$
|
182,338
|
|
|
$
|
182,338
|
|
Foreign exchange forward contract assets
|
|
$
|
7,230
|
|
|
$
|
7,230
|
|
|
$
|
63,673
|
|
|
$
|
63,673
|
|
Restricted investments (excluding restricted cash)
|
|
$
|
301,216
|
|
|
$
|
301,216
|
|
|
$
|
178,815
|
|
|
$
|
178,815
|
|
Notes receivable - affiliate
|
|
$
|
17,725
|
|
|
$
|
17,723
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes receivable - noncurrent
|
|
$
|
9,260
|
|
|
$
|
9,371
|
|
|
$
|
9,086
|
|
|
$
|
9,288
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current maturities
|
|
$
|
562,572
|
|
|
$
|
565,879
|
|
|
$
|
663,648
|
|
|
$
|
670,662
|
|
Interest rate swap contract liabilities
|
|
$
|
1,467
|
|
|
$
|
1,467
|
|
|
$
|
2,571
|
|
|
$
|
2,571
|
|
Cross currency swap contract liabilities
|
|
$
|
1,898
|
|
|
$
|
1,898
|
|
|
$
|
4,943
|
|
|
$
|
4,943
|
|
Foreign exchange forward contract liabilities
|
|
$
|
5,036
|
|
|
$
|
5,036
|
|
|
$
|
36,868
|
|
|
$
|
36,868
|
|
Type
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Revolving Credit Facility
|
|
$
|
270,000
|
|
|
$
|
200,000
|
|
German Facility Agreement
|
|
—
|
|
|
140,085
|
|
||
Malaysian Ringgit Facility Agreement
|
|
151,901
|
|
|
146,725
|
|
||
Malaysian Euro Facility Agreement
|
|
58,255
|
|
|
67,556
|
|
||
Malaysian Facility Agreement
|
|
78,657
|
|
|
102,008
|
|
||
Director of Development of the State of Ohio
|
|
4,527
|
|
|
6,337
|
|
||
France Facility Agreement
|
|
—
|
|
|
4,833
|
|
||
Capital lease obligations
|
|
1,955
|
|
|
2,440
|
|
||
|
|
565,295
|
|
|
669,984
|
|
||
Less unamortized discount
|
|
(2,723
|
)
|
|
(6,336
|
)
|
||
Total long-term debt
|
|
562,572
|
|
|
663,648
|
|
||
Less current portion of long-term debt
|
|
(62,349
|
)
|
|
(44,505
|
)
|
||
Noncurrent portion
|
|
$
|
500,223
|
|
|
$
|
619,143
|
|
|
|
|
|
|
|
Borrowings
Outstanding
|
|
Letters of Credit Outstanding
|
|
Availability
|
||||||||
Maturity
|
|
Denomination
|
|
Amended Capacity
|
|
December 31,
2012 |
|
December 31,
2012 |
|
December 31,
2012 |
||||||||
2015
|
|
USD
|
|
$
|
600,000
|
|
|
$
|
270,000
|
|
|
$
|
130,922
|
|
|
$
|
199,078
|
|
|
|
|
|
|
|
|
|
Borrowings
Outstanding |
|
Availability
|
||||||
Interest Rate
|
|
Maturity
|
|
Denomination
|
|
Original Capacity
|
|
December 31,
2012 |
|
December 31,
2012 |
||||||
EURIBOR plus 1.00%
|
|
2018
|
|
EUR
|
|
€
|
60,000
|
|
(1)
|
€
|
44,039
|
|
|
€
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
Outstanding |
|
Availability
|
||||||
Borrowing
|
|
Interest Rate
|
|
Maturity
|
|
Denomination
|
|
Original Capacity
|
|
December 31, 2012
|
|
December 31, 2012
|
||||||
Fixed-rate facility
|
|
4.54%
|
|
2016
|
|
EUR
|
|
€
|
67,000
|
|
|
€
|
29,731
|
|
|
€
|
—
|
|
Floating-rate facility
|
|
EURIBOR plus 0.55% (1)
|
|
2016
|
|
EUR
|
|
€
|
67,000
|
|
|
€
|
29,731
|
|
|
€
|
—
|
|
|
|
|
|
|
|
|
|
€
|
134,000
|
|
|
€
|
59,462
|
|
|
€
|
—
|
|
|
|
|
|
|
|
|
|
Borrowings
Outstanding |
|
Availability
|
||||||
Interest Rate
|
|
Maturity
|
|
Denomination
|
|
Original Capacity
|
|
December 31, 2012
|
|
December 31, 2012
|
||||||
2.25%
|
|
2015
|
|
USD
|
|
$
|
15,000
|
|
|
$
|
4,527
|
|
|
$
|
—
|
|
2013
|
|
$
|
63,046
|
|
2014
|
|
63,083
|
|
|
2015
|
|
328,578
|
|
|
2016
|
|
42,070
|
|
|
2017
|
|
35,899
|
|
|
Thereafter
|
|
30,664
|
|
|
Total long-term debt future principal payments
|
|
$
|
563,340
|
|
|
|
Capital
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
2013
|
|
$
|
556
|
|
|
$
|
11,457
|
|
|
$
|
12,013
|
|
2014
|
|
465
|
|
|
10,454
|
|
|
10,919
|
|
|||
2015
|
|
459
|
|
|
9,776
|
|
|
10,235
|
|
|||
2016
|
|
459
|
|
|
9,500
|
|
|
9,959
|
|
|||
2017
|
|
433
|
|
|
9,569
|
|
|
10,002
|
|
|||
Thereafter
|
|
42
|
|
|
14,104
|
|
|
14,146
|
|
|||
Total minimum lease payments
|
|
2,414
|
|
|
$
|
64,860
|
|
|
$
|
67,274
|
|
|
Less amounts representing interest
|
|
(459
|
)
|
|
|
|
|
|
|
|||
Present value of minimum lease payments
|
|
1,955
|
|
|
|
|
|
|
|
|||
Less current portion of obligations under capital leases
|
|
(344
|
)
|
|
|
|
|
|
|
|||
Noncurrent portion of obligations under capital leases
|
|
$
|
1,611
|
|
|
|
|
|
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
||||||
Product warranty liability, beginning of period
|
|
$
|
157,742
|
|
|
$
|
27,894
|
|
|
$
|
22,583
|
|
Accruals for new warranties issued
|
|
40,863
|
|
|
22,411
|
|
|
18,309
|
|
|||
Settlements
|
|
(60,644
|
)
|
|
(24,425
|
)
|
|
(24,616
|
)
|
|||
Change in estimate of product warranty liability (1)
|
|
53,635
|
|
|
131,862
|
|
|
11,618
|
|
|||
Product warranty liability, end of period
|
|
$
|
191,596
|
|
|
$
|
157,742
|
|
|
$
|
27,894
|
|
Current portion of warranty liability
|
|
$
|
90,581
|
|
|
$
|
78,637
|
|
|
$
|
11,226
|
|
Noncurrent portion of warranty liability
|
|
$
|
101,015
|
|
|
$
|
79,105
|
|
|
$
|
16,668
|
|
(1)
|
Changes in estimate of product warranty liability during
2012
includes a net increase to our best estimate of
$22.6 million
in the first quarter of 2012 partially related to a net increase in the expected number of replacement modules required for
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Share-based compensation expense included in:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
$
|
22,842
|
|
|
$
|
34,986
|
|
|
$
|
27,895
|
|
Research and development
|
|
7,149
|
|
|
14,984
|
|
|
10,467
|
|
|||
Selling, general and administrative
|
|
5,315
|
|
|
60,852
|
|
|
59,388
|
|
|||
Production start-up
|
|
794
|
|
|
3,266
|
|
|
1,872
|
|
|||
Restructuring
|
|
871
|
|
|
340
|
|
|
—
|
|
|||
Total share-based compensation expense
|
|
$
|
36,971
|
|
|
$
|
114,428
|
|
|
$
|
99,622
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Stock options
|
|
$
|
273
|
|
|
$
|
887
|
|
|
$
|
2,530
|
|
Restricted stock and performance units
|
|
36,283
|
|
|
114,959
|
|
|
96,307
|
|
|||
Unrestricted stock
|
|
845
|
|
|
866
|
|
|
658
|
|
|||
Stock purchase plan
|
|
761
|
|
|
119
|
|
|
—
|
|
|||
Net amount (absorbed into)/released from inventory
|
|
(1,191
|
)
|
|
(2,403
|
)
|
|
127
|
|
|||
Total share-based compensation expense
|
|
$
|
36,971
|
|
|
$
|
114,428
|
|
|
$
|
99,622
|
|
|
|
|
|
Weighted Average
|
|
|
|||||||
|
|
Number of Shares
Under Option
|
|
Exercise
Price
|
|
Remaining
Contractual Term
(Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding at December 31, 2011
|
|
166,060
|
|
|
$
|
89.04
|
|
|
|
|
|
||
Options granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Options exercised
|
|
(29,145
|
)
|
|
$
|
6.00
|
|
|
|
|
|
||
Options forfeited or expired
|
|
(26,456
|
)
|
|
$
|
172.93
|
|
|
|
|
|
||
Options outstanding at December 31, 2012
|
|
110,459
|
|
|
$
|
90.85
|
|
|
1.3
|
|
$
|
782,209
|
|
Options vested and exercisable at December 31, 2012
|
|
110,459
|
|
|
$
|
90.85
|
|
|
1.3
|
|
$
|
782,209
|
|
|
|
Options Outstanding
|
|
|
||||||||||
|
|
|
|
|
|
Weighted
Average
Remaining
Contractual Term
(Years)
|
|
Options Exercisable
|
||||||
Exercise Price Range
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|||||
$2.06
|
|
11,800
|
|
$
|
2.06
|
|
|
0.7
|
|
11,800
|
|
$
|
2.06
|
|
$20.00
|
|
39,744
|
|
$
|
20.00
|
|
|
0.9
|
|
39,744
|
|
$
|
20.00
|
|
$27.78 - $32.81
|
|
7,690
|
|
$
|
30.53
|
|
|
1.0
|
|
7,690
|
|
$
|
30.53
|
|
$120.28
|
|
7,141
|
|
$
|
120.28
|
|
|
1.4
|
|
7,141
|
|
$
|
120.28
|
|
$160.00
|
|
34,084
|
|
$
|
160.00
|
|
|
1.8
|
|
34,084
|
|
$
|
160.00
|
|
$266.90
|
|
10,000
|
|
$
|
266.90
|
|
|
2.6
|
|
10,000
|
|
$
|
266.90
|
|
|
|
110,459
|
|
$
|
90.85
|
|
|
1.3
|
|
110,459
|
|
$
|
90.85
|
|
|
|
Number of Shares
|
|
Weighted Average
Grant-Date
Fair Value
|
||
Restricted stock units nonvested at December 31, 2011
|
|
1,964,514
|
|
$
|
137.83
|
|
Restricted stock units granted
|
|
5,499,748
|
|
$
|
28.97
|
|
Restricted stock units vested
|
|
(595,721)
|
|
$
|
150.39
|
|
Restricted stock units forfeited
|
|
(1,133,333)
|
|
$
|
65.16
|
|
Restricted stock units nonvested at December 31, 2012
|
|
5,735,208
|
|
$
|
45.20
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
||||||
Current expense:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
37,882
|
|
|
$
|
112,895
|
|
|
$
|
92,728
|
|
State
|
|
(1,085
|
)
|
|
5,345
|
|
|
696
|
|
|||
Foreign
|
|
6,799
|
|
|
23,045
|
|
|
62,492
|
|
|||
Total current expense
|
|
43,596
|
|
|
141,285
|
|
|
155,916
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
7,374
|
|
|
(140,435
|
)
|
|
(56,018
|
)
|
|||
State
|
|
(2,965
|
)
|
|
(7,846
|
)
|
|
(5,231
|
)
|
|||
Foreign
|
|
8,529
|
|
|
(7,224
|
)
|
|
3,209
|
|
|||
Total deferred expense (benefit)
|
|
12,938
|
|
|
(155,505
|
)
|
|
(58,040
|
)
|
|||
Total income tax expense (benefit)
|
|
$
|
56,534
|
|
|
$
|
(14,220
|
)
|
|
$
|
97,876
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
||||||
U.S. (loss) income
|
|
$
|
96,766
|
|
|
$
|
(366,903
|
)
|
|
$
|
43,737
|
|
Non-U.S. (loss) income
|
|
(136,570
|
)
|
|
313,190
|
|
|
718,340
|
|
|||
(Loss) income before income taxes
|
|
$
|
(39,804
|
)
|
|
$
|
(53,713
|
)
|
|
$
|
762,077
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
|||||||||||||||
|
|
Tax
|
|
Percent
|
|
Tax
|
|
Percent
|
|
Tax
|
|
Percent
|
|||||||||
Statutory income tax (benefit) expense
|
|
$
|
(13,931
|
)
|
|
35.0
|
%
|
|
$
|
(18,799
|
)
|
|
35.0
|
%
|
|
$
|
266,727
|
|
|
35.0
|
%
|
Economic development funding benefit
|
|
—
|
|
|
—
|
%
|
|
(5,762
|
)
|
|
10.7
|
%
|
|
—
|
|
|
—
|
%
|
|||
Non-deductible expenses
|
|
1,364
|
|
|
(3.4
|
)%
|
|
5,352
|
|
|
(10.0
|
)%
|
|
7,261
|
|
|
1.0
|
%
|
|||
State tax, net of federal benefit
|
|
(2,739
|
)
|
|
6.9
|
%
|
|
(356
|
)
|
|
0.7
|
%
|
|
(2,917
|
)
|
|
(0.4
|
)%
|
|||
Effect of tax holiday
|
|
(78,313
|
)
|
|
196.7
|
%
|
|
(63,895
|
)
|
|
119.0
|
%
|
|
(139,141
|
)
|
|
(18.3
|
)%
|
|||
Foreign tax rate differential
|
|
8,422
|
|
|
(21.2
|
)%
|
|
(24,425
|
)
|
|
45.5
|
%
|
|
(46,865
|
)
|
|
(6.1
|
)%
|
|||
Tax credits
|
|
(4,428
|
)
|
|
11.1
|
%
|
|
(2,408
|
)
|
|
4.5
|
%
|
|
(1,989
|
)
|
|
(0.3
|
)%
|
|||
Repatriation
|
|
—
|
|
|
—
|
%
|
|
5,440
|
|
|
(10.1
|
)%
|
|
13,804
|
|
|
1.8
|
%
|
|||
Non-deductible goodwill
|
|
—
|
|
|
—
|
%
|
|
87,995
|
|
|
(163.8
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Other
|
|
(783
|
)
|
|
2.1
|
%
|
|
(548
|
)
|
|
0.9
|
%
|
|
(605
|
)
|
|
(0.1
|
)%
|
|||
Impact of changes in valuation allowance
|
|
146,942
|
|
|
(369.2
|
)%
|
|
3,186
|
|
|
(5.9
|
)%
|
|
1,601
|
|
|
0.2
|
%
|
|||
Reported income tax (benefit) expense
|
|
$
|
56,534
|
|
|
(142.0
|
)%
|
|
$
|
(14,220
|
)
|
|
26.5
|
%
|
|
$
|
97,876
|
|
|
12.8
|
%
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Deferred tax assets:
|
|
|
|
|
||||
Goodwill
|
|
$
|
68,277
|
|
|
$
|
73,013
|
|
Economic development funding
|
|
1,336
|
|
|
8,030
|
|
||
Compensation
|
|
38,198
|
|
|
46,539
|
|
||
Accrued expenses
|
|
36,089
|
|
|
26,877
|
|
||
Tax credits
|
|
162,874
|
|
|
160,807
|
|
||
Net operating losses
|
|
112,975
|
|
|
39,395
|
|
||
Inventory
|
|
5,548
|
|
|
4,966
|
|
||
Deferred expenses
|
|
18,035
|
|
|
18,225
|
|
||
Property, plant and equipment
|
|
62,640
|
|
|
6,302
|
|
||
Long term contracts
|
|
19,733
|
|
|
8,958
|
|
||
Other
|
|
4,103
|
|
|
—
|
|
||
Deferred tax assets, gross
|
|
529,808
|
|
|
393,112
|
|
||
Valuation allowance
|
|
(154,919
|
)
|
|
(7,977
|
)
|
||
Deferred tax assets, net of valuation allowance
|
|
374,889
|
|
|
385,135
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Capitalized interest
|
|
(1,673
|
)
|
|
(2,378
|
)
|
||
Acquisition accounting / basis difference
|
|
(15,150
|
)
|
|
(18,731
|
)
|
||
Investment in foreign subsidiaries
|
|
(6,386
|
)
|
|
(1,080
|
)
|
||
Other
|
|
(8,843
|
)
|
|
(7,799
|
)
|
||
Deferred tax liabilities
|
|
(32,052
|
)
|
|
(29,988
|
)
|
||
Net deferred tax assets and liabilities
|
|
$
|
342,837
|
|
|
$
|
355,147
|
|
|
|
2012
|
|
2011
|
||||
Valuation allowance, beginning of year
|
|
$
|
7,977
|
|
|
$
|
4,791
|
|
Additions
|
|
146,942
|
|
|
3,473
|
|
||
Reversals
|
|
—
|
|
|
(287
|
)
|
||
Valuation allowance, end of year
|
|
$
|
154,919
|
|
|
$
|
7,977
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
||||||
Unrecognized tax benefits, beginning of year
|
|
$
|
82,911
|
|
|
$
|
67,905
|
|
|
$
|
37,222
|
|
Increases related to prior year tax positions
|
|
23,616
|
|
|
14
|
|
|
—
|
|
|||
Decreases related to prior year tax positions
|
|
—
|
|
|
—
|
|
|
(353
|
)
|
|||
Increases related to current tax positions
|
|
34,986
|
|
|
14,992
|
|
|
31,036
|
|
|||
Unrecognized tax benefits, end of year
|
|
$
|
141,513
|
|
|
$
|
82,911
|
|
|
$
|
67,905
|
|
|
|
Tax Years
|
Germany
|
|
2007 - 2012
|
Malaysia
|
|
2007 - 2012
|
United States
|
|
2008 - 2012
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Basic net (loss) income per share
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(96,338
|
)
|
|
$
|
(39,493
|
)
|
|
$
|
664,201
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common stock outstanding
|
|
86,860
|
|
|
86,067
|
|
|
84,891
|
|
|||
Diluted net (loss) income per share
|
|
|
|
|
|
|
|
|
|
|||
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common stock outstanding
|
|
86,860
|
|
|
86,067
|
|
|
84,891
|
|
|||
Effect of stock options, restricted stock units outstanding, stock purchase plan, and contingent issuable shares
|
|
—
|
|
|
—
|
|
|
1,600
|
|
|||
Weighted-average shares used in computing diluted net (loss) income per share
|
|
86,860
|
|
|
86,067
|
|
|
86,491
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Per share information - basic:
|
|
|
|
|
|
|
||||||
Net (loss) income per share
|
|
$
|
(1.11
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
7.82
|
|
|
|
|
|
|
|
|
||||||
Per share information - diluted:
|
|
|
|
|
|
|
|
|
|
|||
Net (loss) income per share
|
|
$
|
(1.11
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
7.68
|
|
|
|
2012
|
|
2011
|
|
2010
|
Antidilutive shares
|
|
1,497
|
|
630
|
|
118
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net (loss) income
|
|
$
|
(96,338
|
)
|
|
$
|
(39,493
|
)
|
|
$
|
664,201
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
9,896
|
|
|
(18,034
|
)
|
|
(35,825
|
)
|
|||
Unrealized gain on marketable securities and restricted investments for the period (net of tax of $(1,835), $(4,447), and $(589) for 2012, 2011, and 2010, respectively)
|
|
26,829
|
|
|
22,356
|
|
|
4,225
|
|
|||
Less: reclassification for (gains) included in net income (net of tax of $0, $866, and $(69) for 2012, 2011, and 2010, respectively)
|
|
(16
|
)
|
|
(3,696
|
)
|
|
(405
|
)
|
|||
Unrealized gain on marketable securities and restricted investments
|
|
26,813
|
|
|
18,660
|
|
|
3,820
|
|
|||
Unrealized (loss) gain on derivative instruments for the period (net of tax of $2,533, $(6,357), and $0 for 2012, 2011, and 2010, respectively)
|
|
(7,478
|
)
|
|
(25,597
|
)
|
|
39,043
|
|
|||
Less: reclassification for (gains) losses included in net income (net of tax of $1,774, $(11), and $0 for 2012, 2011, and 2010, respectively)
|
|
(14,015
|
)
|
|
47,177
|
|
|
$
|
(24,685
|
)
|
||
Unrealized (loss) gain on derivative instruments
|
|
(21,493
|
)
|
|
21,580
|
|
|
$
|
14,358
|
|
||
Other comprehensive income (loss), net of tax
|
|
15,216
|
|
|
22,206
|
|
|
$
|
(17,647
|
)
|
||
Comprehensive (loss) income
|
|
$
|
(81,122
|
)
|
|
$
|
(17,287
|
)
|
|
$
|
646,554
|
|
|
|
2012
|
|
2011
|
||||
Foreign currency translation adjustments
|
|
$
|
(38,485
|
)
|
|
$
|
(48,381
|
)
|
Unrealized gain on marketable securities and restricted investments (net of tax of $(6,575) and $(4,740) for 2012 and 2011, respectively)
|
|
51,243
|
|
|
24,431
|
|
||
Unrealized gain (loss) on derivative instruments (net of tax of $(2,061) and $(6,368) for 2012 and 2011, respectively)
|
|
(2,579
|
)
|
|
18,913
|
|
||
Accumulated other comprehensive income (loss)
|
|
$
|
10,179
|
|
|
$
|
(5,037
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net (loss) income
|
|
$
|
(96,338
|
)
|
|
$
|
(39,493
|
)
|
|
$
|
664,201
|
|
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
262,716
|
|
|
235,231
|
|
|
156,093
|
|
|||
Impairment of assets and liabilities
|
|
356,522
|
|
|
57,414
|
|
|
5,692
|
|
|||
Impairment of project assets
|
|
3,253
|
|
|
7,933
|
|
|
5,277
|
|
|||
Impairment of goodwill
|
|
—
|
|
|
393,365
|
|
|
—
|
|
|||
Share-based compensation
|
|
36,971
|
|
|
114,428
|
|
|
99,622
|
|
|||
Remeasurement of monetary assets and liabilities
|
|
8,509
|
|
|
(4,701
|
)
|
|
625
|
|
|||
Deferred income taxes
|
|
14,588
|
|
|
(155,505
|
)
|
|
(58,040
|
)
|
|||
Excess tax benefits from share-based compensation arrangements
|
|
(27,373
|
)
|
|
(110,836
|
)
|
|
(69,367
|
)
|
|||
Provision for doubtful accounts receivable
|
|
4,471
|
|
|
10,761
|
|
|
(990
|
)
|
|||
Gain on sales of marketable securities, investments, and restricted investments, net
|
|
(16
|
)
|
|
(4,581
|
)
|
|
(336
|
)
|
|||
Gain on sale of related party equity investment
|
|
—
|
|
|
—
|
|
|
(3,596
|
)
|
|||
Other operating activities
|
|
(4,762
|
)
|
|
(719
|
)
|
|
(1,504
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|||||
Accounts receivable, trade and unbilled
|
|
(388,039
|
)
|
|
(529,809
|
)
|
|
(91,773
|
)
|
|||
Prepaid expenses and other current assets
|
|
(28,854
|
)
|
|
(140,961
|
)
|
|
(62,094
|
)
|
|||
Other assets
|
|
82,120
|
|
|
(21,908
|
)
|
|
(7,675
|
)
|
|||
Inventories and balance of systems parts
|
|
(75,626
|
)
|
|
(348,151
|
)
|
|
(69,680
|
)
|
|||
Project assets and deferred project costs
|
|
(174,532
|
)
|
|
(368,619
|
)
|
|
(25,770
|
)
|
|||
Accounts payable
|
|
174,319
|
|
|
94,674
|
|
|
17,854
|
|
|||
Income taxes payable
|
|
63,489
|
|
|
95,132
|
|
|
74,830
|
|
|||
Accrued expenses and other liabilities
|
|
506,253
|
|
|
647,162
|
|
|
30,112
|
|
|||
Accrued solar module collection and recycling liability
|
|
44,538
|
|
|
35,720
|
|
|
42,011
|
|
|||
Total adjustments
|
|
858,547
|
|
|
6,030
|
|
|
41,291
|
|
|||
Net cash provided by (used in) operating activities
|
|
$
|
762,209
|
|
|
$
|
(33,463
|
)
|
|
$
|
705,492
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
December 31, 2012
|
||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
||||||
Net sales
|
|
$
|
1,185,958
|
|
|
$
|
2,182,587
|
|
|
$
|
3,368,545
|
|
Gross profit
|
|
$
|
55,762
|
|
|
$
|
796,987
|
|
|
$
|
852,749
|
|
(Loss) income before income taxes
|
|
$
|
(687,767
|
)
|
|
$
|
647,963
|
|
|
$
|
(39,804
|
)
|
Goodwill
|
|
$
|
—
|
|
|
$
|
65,444
|
|
|
$
|
65,444
|
|
Total assets
|
|
$
|
3,920,385
|
|
|
$
|
2,428,307
|
|
|
$
|
6,348,692
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
December 31, 2011
|
||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
||||||
Net sales
|
|
$
|
1,941,583
|
|
|
$
|
824,624
|
|
|
$
|
2,766,207
|
|
Gross profit
|
|
$
|
666,144
|
|
|
$
|
305,607
|
|
|
$
|
971,751
|
|
Loss before income taxes
|
|
$
|
(24,451
|
)
|
|
$
|
(29,262
|
)
|
|
$
|
(53,713
|
)
|
Goodwill
|
|
$
|
—
|
|
|
$
|
65,444
|
|
|
$
|
65,444
|
|
Total assets
|
|
$
|
3,876,696
|
|
|
$
|
1,900,918
|
|
|
$
|
5,777,614
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
December 31, 2010
|
||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
||||||
Net sales
|
|
$
|
2,284,646
|
|
|
$
|
278,869
|
|
|
$
|
2,563,515
|
|
Gross profit (loss)
|
|
$
|
1,215,145
|
|
|
$
|
(30,299
|
)
|
|
$
|
1,184,846
|
|
Income (loss) before income taxes
|
|
$
|
916,268
|
|
|
$
|
(154,191
|
)
|
|
$
|
762,077
|
|
Goodwill
|
|
$
|
393,365
|
|
|
$
|
39,923
|
|
|
$
|
433,288
|
|
Total assets
|
|
$
|
3,455,133
|
|
|
$
|
925,270
|
|
|
$
|
4,380,403
|
|
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Solar module revenue
|
|
$
|
325,427
|
|
|
$
|
1,523,695
|
|
|
$
|
1,986,746
|
|
Solar power system revenue
|
|
3,043,118
|
|
|
1,242,512
|
|
|
576,769
|
|
|||
Net sales
|
|
$
|
3,368,545
|
|
|
$
|
2,766,207
|
|
|
$
|
2,563,515
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
|
$
|
2,696,972
|
|
|
$
|
1,238,132
|
|
|
$
|
333,844
|
|
Germany
|
|
104,689
|
|
|
639,426
|
|
|
1,177,981
|
|
|||
France
|
|
70,173
|
|
|
413,380
|
|
|
363,658
|
|
|||
Canada
|
|
389,427
|
|
|
105,932
|
|
|
312,672
|
|
|||
All other foreign countries
|
|
107,284
|
|
|
369,337
|
|
|
375,360
|
|
|||
Net sales
|
|
$
|
3,368,545
|
|
|
$
|
2,766,207
|
|
|
$
|
2,563,515
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
|
$
|
1,343,946
|
|
|
$
|
1,069,358
|
|
|
$
|
627,733
|
|
Malaysia
|
|
837,559
|
|
|
838,711
|
|
|
871,527
|
|
|||
Germany
|
|
32,500
|
|
|
260,712
|
|
|
170,787
|
|
|||
All other foreign countries
|
|
178,245
|
|
|
342,448
|
|
|
80,882
|
|
|||
Long-lived assets
|
|
$
|
2,392,250
|
|
|
$
|
2,511,229
|
|
|
$
|
1,750,929
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||
|
|
Net Sales
|
% of Total NS
|
A/R Outstanding
|
% of Total A/R
|
|
Net Sales
|
% of Total NS
|
A/R Outstanding
|
% of Total A/R
|
|
Net Sales
|
% of Total NS
|
|||||||||||||||
Customer #1
|
|
$
|
720,056
|
|
21
|
%
|
$
|
134,108
|
|
24
|
%
|
|
$
|
993,709
|
|
36
|
%
|
$
|
43,030
|
|
14
|
%
|
|
*
|
|
*
|
|
|
Customer #2
|
|
*
|
|
*
|
|
*
|
|
*
|
|
|
$
|
408,508
|
|
15
|
%
|
$
|
41,974
|
|
14
|
%
|
|
$
|
317,485
|
|
12
|
%
|
||
Customer #3
|
|
$
|
773,407
|
|
23
|
%
|
*
|
|
*
|
|
|
*
|
|
*
|
|
$
|
110,184
|
|
35
|
%
|
|
*
|
|
*
|
|
|||
Customer #4
|
|
*
|
|
*
|
|
*
|
|
*
|
|
|
*
|
|
*
|
|
*
|
|
*
|
|
|
$
|
393,758
|
|
15
|
%
|
||||
Customer #5
|
|
*
|
|
*
|
|
*
|
|
*
|
|
|
*
|
|
*
|
|
*
|
|
*
|
|
|
$
|
293,426
|
|
11
|
%
|
||||
Customer #6
|
|
$
|
701,648
|
|
21
|
%
|
*
|
|
*
|
|
|
*
|
|
*
|
|
*
|
|
*
|
|
|
*
|
|
*
|
|
||||
Customer #7
|
|
*
|
|
*
|
|
$
|
120,334
|
|
22
|
%
|
|
*
|
|
*
|
|
*
|
|
*
|
|
|
*
|
|
*
|
|
*
|
Net sales and/or accounts receivable to these customers were less than 10% of our total net sales and/or accounts receivable during this period.
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Date of
First Filing
|
|
Exhibit
Number
|
|
Filed
Herewith
|
||
3.1
|
|
|
Amended and Restated Certificate of Incorporation of First Solar, Inc.
|
|
S-1/A
|
|
333-135574
|
|
9/18/06
|
|
3.1
|
|
|
|
3.2
|
|
|
Amended and Restated Bylaws of First Solar, Inc.
|
|
8-K
|
|
001-33156
|
|
10/31/11
|
|
3.1
|
|
|
|
4.1
|
|
|
Loan Agreement dated December 1, 2003, among First Solar US Manufacturing, LLC, First Solar Property, LLC and the Director of Development of the State of Ohio
|
|
S-1/A
|
|
333-135574
|
|
9/18/06
|
|
4.2
|
|
|
|
4.2
|
|
|
Loan Agreement dated July 1, 2005, among First Solar US Manufacturing, LLC, First Solar Property, LLC and Director of Development of the State of Ohio
|
|
S-1/A
|
|
333-135574
|
|
9/18/06
|
|
4.3
|
|
|
|
4.3
|
|
|
Waiver Letter dated June 5, 2006, from the Director of Development of the State of Ohio
|
|
S-1/A
|
|
333-135574
|
|
10/10/06
|
|
4.16
|
|
|
|
4.4
|
|
†
|
Facility Agreement dated May 6, 2008 between First Solar Malaysia Sdn. Bhd., as borrower, and IKB Deutsche Industriebank AG, as arranger, NATIXIS Zweigniederlassung Deutschland, as facility agent and original lender, AKA Ausfuhrkredit-Gesellschaft mbH, as original lender, and NATIXIS Labuan Branch as security agent
|
|
8-K
|
|
001-33156
|
|
5/12/08
|
|
10.1
|
|
|
|
4.5
|
|
|
First Demand Guaranty dated May 6, 2008 by First Solar Inc, as guarantor, in favor of IKB Deutsche Industriebank AG, NATIXIS Zweigniederlassung Deutschland, AKA Ausfuhrkredit-Gesellschaft mbH and NATIXIS Labuan Branch
|
|
8-K
|
|
001-33156
|
|
5/12/08
|
|
10.2
|
|
|
|
4.6
|
|
|
Credit Agreement, dated as of September 4, 2009, among First Solar, Inc., First Solar Manufacturing GmbH, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America and The Royal Bank of Scotland plc, as Documentation Agents, and Credit Suisse, Cayman Islands Branch, as Syndication Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.1
|
|
|
|
4.7
|
|
|
Charge of Company Shares, dated as of September 4, 2009, between First Solar, Inc., as Chargor, and JPMorgan Chase Bank, N.A., as Security Agent, relating to 66% of the shares of First Solar FE Holdings Pte. Ltd. (Singapore)
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.2
|
|
|
|
4.8
|
|
|
German Share Pledge Agreements, dated as of September 4, 2009, between First Solar, Inc., First Solar Holdings GmbH, First Solar Manufacturing GmbH, First Solar GmbH, and JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.3
|
|
|
|
4.9
|
|
|
Guarantee and Collateral Agreement, dated as of September 4, 2009, by First Solar, Inc. in favor of JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.4
|
|
|
|
4.10
|
|
|
Guarantee, dated as of September 8, 2009, between First Solar Holdings GmbH, First Solar GmbH, First Solar Manufacturing GmbH, as German Guarantors, and JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.5
|
|
|
|
4.11
|
|
|
Assignment Agreement, dated as of September 4, 2009, between First Solar Holdings GmbH and JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.6
|
|
|
|
4.12
|
|
|
Assignment Agreement, dated as of September 4, 2009, between First Solar GmbH and JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.7
|
|
|
|
4.13
|
|
|
Assignment Agreement, dated as of September 8, 2009, between First Solar Manufacturing GmbH and JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.8
|
|
|
|
4.14
|
|
|
Security Trust Agreement, dated as of September 4, 2009, between First Solar, Inc., First Solar Holdings GmbH, First Solar GmbH, First Solar Manufacturing GmbH, as Security Grantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other Secured Parties party thereto
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.9
|
|
|
|
4.15
|
|
|
Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, Bank of America N.A. and The Royal Bank of Scotland PLC, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
001-33156
|
|
|
10/20/10
|
|
10.1
|
|
|
|
4.16
|
|
|
Facility Agreement dated as of August 3, 2011 among First Solar Malaysia Sdn. Bhd., Commerzbank Aktiengesellschaft, as arranger and original lender, Commerzbank Aktiengesellschaft, Luxembourg Branch, as facility agent and security agent, and Natixis Zweigniederlassung Deutschland, as arranger and original lender
|
|
10-Q
|
|
001-33156
|
|
|
8/5/11
|
|
10.1
|
|
|
|
4.17
|
|
|
First Demand Guaranty, dated as of August 3, 2011, among First Solar, Inc., First Solar Malaysia Sdn. Bhd. and Commerzbank Aktiengesellschaft, Luxembourg Branch, as facility agent and security agent
|
|
10-Q
|
|
001-33156
|
|
|
8/5/11
|
|
10.2
|
|
|
|
4.18
|
|
|
First Amendment, dated as of May 6, 2011, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
001-33156
|
|
|
5/12/11
|
|
10.1
|
|
|
|
4.19
|
|
|
Credit Facility Agreement, dated as of May 18, 2011, among First Solar Manufacturing GmbH, Commerzbank Aktiengesellschaft, Luxembourg Branch, as security agent, and the additional finance parties party thereto
|
|
8-K
|
|
001-33156
|
|
|
5/24/11
|
|
10.1
|
|
|
|
4.20
|
|
|
Guarantee Agreement, dates as of May 18, 2011, among First Solar, Inc., First Solar Manufacturing GmbH and Commerzbank Aktiengesellschaft, Luxembourg Branch
|
|
8-K
|
|
001-33156
|
|
|
5/24/11
|
|
10.2
|
|
|
|
4.21
|
|
|
Facility Agreement, dated June 30, 2011, among First Solar Malaysia Sdn. Bhd., as borrower, First Solar, Inc., as guarantor, CIMB Investment Bank Berhad, Maybank Investment Bank Berhad and RHB Investment Bank Berhad, as arrangers, CIMB Investment Bank Berhad as facility agent and security agent, and the original lenders party thereto
|
|
8-K
|
|
001-33156
|
|
|
7/7/11
|
|
10.1
|
|
|
|
4.22
|
|
|
Second Amendment and Waiver, dated as of June 30, 2011, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
001-33156
|
|
|
7/14/11
|
|
10.1
|
|
|
|
4.23
|
|
|
Amendment Letter, dated as of November 8, 2011, to the Facility Agreement, dated June 30, 2011, among First Solar Malaysia Sdn. Bhd., as borrower, First Solar, Inc., as guarantor, CIMB Investment Bank Berhad, Maybank Investment Bank Berhad and RHB Investment Bank Berhad, as arrangers, CIMB Investment Bank Berhad as facility agent and security agent, and the original lenders party thereto
|
|
10-K
|
|
001-33156
|
|
|
2/29/12
|
|
10.1
|
|
|
|
4.24
|
|
|
Third Amendment, dated as of October 23, 2012 to the Amended and Restated Credit Agreement dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
001-33156
|
|
|
10/26/12
|
|
10.1
|
|
|
|
4.25
|
|
|
Amendment dated as of November 7, 2012 to the Export Financing Facility Agreement dated May 6, 2008 (as amended, the “Malaysian Facility Agreement”) among FS Malaysia, the lenders party thereto, and Natixis Zweigniederlassung Deutschland, as Facility Agent.
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
X
|
|
10.1
|
|
†
|
Framework Agreement on the Sale and Purchase of Solar Modules dated April 10, 2006, between First Solar GmbH and Blitzstrom GmbH
|
|
S-1/A
|
|
333-135574
|
|
|
11/8/06
|
|
10.1
|
|
|
|
10.2
|
|
†
|
Amendment to the Framework Agreement dated April 10, 2006 on the Sale and Purchase of Solar Modules between First Solar GmbH and Blitzstrom GmbH
|
|
10-K
|
|
001-33156
|
|
|
3/16/07
|
|
10.02
|
|
|
|
10.13
|
|
|
Guarantee Agreement between Michael J. Ahearn and IKB Deutsche Industriebank AG
|
|
S-1/A
|
|
333-135574
|
|
|
9/18/06
|
|
10.7
|
|
|
|
10.14
|
|
|
Grant Decision dated July 26, 2006, between First Solar Manufacturing GmbH and InvestitionsBank des Landes Brandenburg
|
|
S-1/A
|
|
333-135574
|
|
|
10/10/06
|
|
10.9
|
|
|
|
10.15
|
|
|
2003 Unit Option Plan
|
|
S-1/A
|
|
333-135574
|
|
|
9/18/06
|
|
4.14
|
|
|
|
10.16
|
|
|
Form of 2003 Unit Option Plan Agreement
|
|
S-1/A
|
|
333-135574
|
|
|
9/18/06
|
|
4.15
|
|
|
|
10.17
|
|
|
Amended and Restated 2006 Omnibus Incentive Compensation Plan
|
|
10-Q
|
|
001-33156
|
|
|
5/1/09
|
|
10.2
|
|
|
|
10.18
|
|
|
Form of Change in Control Severance Agreement
|
|
S-1/A
|
|
333-135574
|
|
|
10/25/06
|
|
10.15
|
|
|
|
10.19
|
|
|
Guaranty dated February 5, 2003
|
|
S-1/A
|
|
333-135574
|
|
|
10/25/06
|
|
10.16
|
|
|
|
10.20
|
|
|
Form of Director and Officer Indemnification Agreement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
X
|
||
10.21
|
|
|
Amended and Restated Employment Agreement and Amended and Restated Change in Control Agreement dated November 3, 2008, between First Solar, Inc. and Michael J. Ahearn
|
|
10-Q
|
|
001-33156
|
|
|
10/31/08
|
|
10.01
|
|
|
|
10.22
|
|
|
Amended and Restated Employment Agreement and Amended and Restated Change in Control Agreement dated November 3, 2008, between First Solar, Inc. and John Carrington
|
|
10-Q
|
|
001-33156
|
|
|
10/31/08
|
|
10.02
|
|
|
|
10.23
|
|
|
Amended and Restated Employment Agreement and Amended and Restated Change in Control Agreement dated November 11, 2008, between First Solar, Inc. and Bruce Sohn
|
|
10-K
|
|
001-33156
|
|
|
2/25/09
|
|
10.33
|
|
|
|
10.24
|
|
|
Amended and Restated Employment Agreement and Amended and Restated Change in Control Agreement dated December 29, 2008, between First Solar, Inc. and John T. Gaffney
|
|
10-K
|
|
001-33156
|
|
|
2/25/09
|
|
10.34
|
|
|
|
10.25
|
|
|
Amended and Restated Employment Agreement and Amended and Restated Change in Control Agreement dated December 30, 2008 between First Solar, Inc. and Jens Meyerhoff
|
|
10-K
|
|
001-33156
|
|
|
2/25/09
|
|
10.35
|
|
|
|
10.26
|
|
|
Employment Agreement and Change in Control Severance Agreement, each dated February 20, 2009, between First Solar, Inc. and Mary Elizabeth Gustafsson
|
|
10-K
|
|
001-33156
|
|
|
2/25/09
|
|
10.36
|
|
|
|
10.27
|
|
|
Employment Agreement and Change in Control Severance Agreement, each dated as of September 9, 2009, between First Solar, Inc. and Robert J. Gillette
|
|
8-K
|
|
001-33156
|
|
|
9/10/09
|
|
10.1
|
|
|
|
10.28
|
|
|
Amended and Restated Employment Agreement and Amended and Restated Change in Control Severance Agreement, each dated as of December 1, 2008, between First Solar, Inc. and David Eaglesham
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.28
|
|
|
|
10.29
|
|
|
Amended and Restated Employment Agreement dated as of December 1, 2008, between First, Solar Inc. and James Zhu
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.29
|
|
|
|
10.30
|
|
|
Amended and Restated Employment Agreement and Amended and Restated Change in Control Severance Agreement, each dated as of December 15, 2008, between First Solar Inc. and Carol Campbell
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.30
|
|
|
|
10.31
|
|
|
Employment Agreement and Change in Control Severance Agreement, each dated December 14, 2009, between First Solar, Inc. and T.L. Kallenbach
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.31
|
|
|
|
10.32
|
|
|
Amendment to Employment Agreement, effective as of July 28, 2009, between First Solar, Inc. and Bruce Sohn
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.32
|
|
|
|
10.33
|
|
|
Amendment to Employment Agreement, effective as of July 28, 2009, between First Solar, Inc. and Jens Meyerhoff
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.33
|
|
|
|
10.34
|
|
|
Amendment to Employment Agreement, effective as of July 28, 2009, between First Solar, Inc. and John Carrington
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.34
|
|
|
|
10.35
|
|
|
Amendment to Employment Agreement, effective as of July 28, 2009, between First Solar, Inc. and Mary Elizabeth Gustafsson
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.35
|
|
|
|
10.36
|
|
|
Amendment to Employment Agreement, effective as of July 28, 2009, between First Solar, Inc. and Carol Campbell
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.36
|
|
|
|
10.37
|
|
|
Amendment to Employment Agreement, effective as of November 2, 2009, between First Solar, Inc. and David Eaglesham
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.37
|
|
|
|
10.38
|
|
|
Amendment to Employment Agreement, effective as of November 2, 2009, between First Solar, Inc. and Carol Campbell
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.38
|
|
|
|
10.39
|
|
|
Amendment to Employment Agreement, effective as of November 2, 2009, between First Solar, Inc. and James Zhu
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.39
|
|
|
|
10.40
|
|
|
Amendment to Employment Agreement, effective as of November 16, 2009, between First Solar, Inc. and Mary Elizabeth Gustafsson
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.40
|
|
|
|
10.41
|
|
|
Amendment to Employment Agreement, effective as of October 1, 2009, between First Solar, Inc. and Michael J. Ahearn
|
|
10-K
|
|
001-33156
|
|
|
2/22/10
|
|
10.41
|
|
|
|
10.42
|
|
|
Agreement and Plan of Merger dated as of March 2, 2009 by and among First Solar Inc., First Solar Acquisition Corp., OptiSolar Inc. and OptiSolar Holdings LLC
|
|
10-Q
|
|
001-33156
|
|
|
5/1/09
|
|
10.1
|
|
|
|
10.43
|
|
|
First Solar, Inc. 2010 Omnibus Incentive Compensation Plan
|
|
DEF 14A
|
|
001-33156
|
|
|
4/20/10
|
|
App. A
|
|
|
|
10.44
|
|
|
First Solar, Inc. Associate Stock Purchase Plan
|
|
DEF 14A
|
|
001-33156
|
|
|
4/20/10
|
|
App. B
|
|
|
|
10.45
|
|
|
Agreement and Plan of Merger, dated as of April 27, 2010, by and among First Solar, Inc., Jefferson Merger Sub, LLC, NextLight Renewable Power LLC, Energy Capital Partners I, LP, Energy Partners I-A, LP Energy Capital Partners I-B IP, LP, and Energy Capital Partners I (WD IP), LP
|
|
8-K
|
|
001-33156
|
|
|
4/28/10
|
|
2.1
|
|
|
|
10.46
|
|
|
Amendment to Employment and Non-Solicitation Agreement, effective as of July 1, 2010, between First Solar, Inc. and Jens Meyerhoff
|
|
10-K
|
|
001-33156
|
|
|
2/28/11
|
|
10.46
|
|
|
|
10.47
|
|
|
Amendment to Employment Agreement, effective as of December 7, 2010, between First Solar, Inc. and James Zhu
|
|
10-K
|
|
001-33156
|
|
|
2/28/11
|
|
10.47
|
|
|
|
10.48
|
|
|
Employment Agreement, dated October 1, 2010, and Change in Control Severance Agreement, dated October 1, 2009, between First Solar, Inc. and Maja Wessels
|
|
10-Q
|
|
001-33156
|
|
|
5/5/11
|
|
10.1
|
|
|
|
10.49
|
|
|
Employment Agreement, dated February 22, 2011, between First Solar, Inc. and T.L. Kallenbach
|
|
10-Q
|
|
001-33156
|
|
|
5/5/11
|
|
10.2
|
|
|
|
10.50
|
|
|
Employment Agreement, dated March 15, 2011, and Change in Control Severance Agreement, dated April 4, 2011 between First Solar, Inc. and Mark Widmar
|
|
10-Q
|
|
001-33156
|
|
|
5/5/11
|
|
10.3
|
|
|
|
10.51
|
|
|
Amendment to Non-Competition and Non-Solicitation Agreement, dated April 28, 2011, between First Solar, Inc. and Bruce Sohn
|
|
10-Q
|
|
001-33156
|
|
|
5/5/11
|
|
10.4
|
|
|
|
10.52
|
|
|
Amended and Restated Employment Agreement, effective September 1, 2011, and Change in Control Severance Agreement, dated as of April 7, 2008, between First Solar, Inc. and James G. Brown, Jr., and amended and restated effective December 1, 2008
|
|
8-K
|
|
001-33156
|
|
|
8/17/11
|
|
10.1
|
|
|
|
10.53
|
|
|
Amendment to Non-Competition and Non-Solicitation Agreement and Mitigation Clause Waiver, effective September 30, 2011, between First Solar, Inc. and Jens Meyerhoff
|
|
8-K
|
|
001-33156
|
|
|
8/17/11
|
|
10.2
|
|
|
|
10.54
|
|
|
Amendment to Non-Competition and Non-Solicitation Agreement, dated November 15, 2011, between First Solar, Inc. and Robert Gillette
|
|
8-K
|
|
001-33156
|
|
|
11/21/11
|
|
10.1
|
|
|
|
10.55
|
|
|
Employment Agreement, by and between First Solar, Inc. and Michael J. Ahearn
|
|
8-K
|
|
001-33156
|
|
|
12/29/11
|
|
10.1
|
|
|
|
10.56
|
|
|
Employment Agreement, dated March 14, 2012, and Change in Control Severance Agreement, dated March 19, 2012 between First Solar, Inc. and James Hughes
|
|
10-Q
|
|
001-33156
|
|
|
5/4/12
|
|
10.1
|
|
|
|
10.57
|
|
|
Form of Key Senior Talent Equity Performance Program Grant Notice
|
|
10-Q
|
|
001-33156
|
|
|
5/4/12
|
|
10.2
|
|
|
|
10.58
|
|
|
Amendment to Employment Agreement, effective as of May 3, 2012, between First Solar, Inc. and James Hughes, and Amendment to Non-Competition and Non-Solicitation Agreement, effective as of May 3, 2012, between First Solar, Inc. and James Hughes.
|
|
8-K
|
|
001-33156
|
|
|
5/11/12
|
|
10.1
|
|
|
|
10.59
|
|
|
Employment Agreement, effective July 1, 2012, and Change in Control Severance Agreement, effective July 1, 2012 between First Solar, Inc. and Georges Antoun
|
|
10-Q
|
|
001-33156
|
|
|
8/3/12
|
|
10.1
|
|
|
|
14.1
|
|
|
Code of Ethics
|
|
10-K
|
|
001-33156
|
|
|
3/16/07
|
|
14
|
|
|
|
21.1
|
|
|
List of Subsidiaries of First Solar, Inc
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
X
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
X
|
31.01
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
X
|
31.02
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
X
|
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
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
X
|
101.INS
|
|
|
XBRL Instance Document
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
X
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
X
|
101.DEF
|
|
|
XBRL Definition Linkbase Document
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
X
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
X
|
101.LAB
|
|
|
XBRL Taxonomy Label Linkbase Document
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
X
|
101.PRE
|
|
|
XBLR Taxonomy Extension Presentation Document
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
X
|
†
|
Confidential treatment has been requested and granted for portions of this exhibit.
|
*
|
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 MALAYSIA SDN. BHD. (COMPANY NO. 758827-T)
as Borrower
IKB DEUTSCHE INDUSTRIEBANK AG
as Arranger
NATIXIS ZWEIGNIEDERLASSUNG DEUTSCHLAND
as Facility Agent and Original Lender
AKA AUSFUHRKREDIT-GESELLSCHAFT MBH
as Original Lender
and
NATIXIS LABUAN BRANCH
as Security Agent
|
||
AMENDMENT AGREEMENT REGARDING THE
EXPORT FINANCING OF EQUIPMENT IN RELATION TO FOUR SOLAR MODULE MANUFACTURING PLANTS LOCATED IN KULIM
HI TECH PARK, KEDAH, MALAYSIA
|
Clause
|
Page
|
|
|
1. DEFINITIONS AND INTERPRETATION .............................................................................................................
|
1
|
2. AMENDMENT AND RESTATEMENT OF THE FACILITY AGREEMENT .......................................................
|
2
|
3. FURTHER ASSURANCE .......................................................................................................................................
|
5
|
5. FINANCING DOCUMENT ....................................................................................................................................
|
5
|
5. REPRESENTATIONS AND WARRANTIES .........................................................................................................
|
5
|
6. WAIVER PROVISIONS .........................................................................................................................................
|
5
|
7. SECURITY DOCUMENTS ....................................................................................................................................
|
5
|
8. COSTS AND EXPENSES .......................................................................................................................................
|
6
|
9. MISCELLANEOUS ................................................................................................................................................
|
6
|
(1)
|
FIRST SOLAR MALAYSIA SDN. BHD. (Company No. 758827-T)
, a company limited by shares, incorporated, organised and validly existing under the laws of Malaysia, having its registered place of business at 8, Jalan Hi-Tech 3/3, Zoon Industri Fasa 3, Kulim Hi-Tech Park 09000 Kulim, Kedah Darul Aman, Malaysia (the "
Borrower
");
|
(2)
|
IKB DEUTSCHE INDUSTRIEBANK AKTIENGESELLSCHAFT
, a stock corporation incorporated, organised and validly existing under the laws of the Federal Republic of Germany, having its office at Wilhelm-Bötzkes-Strasse 1, 40474 Düsseldorf, Federal Republic of Germany and registered in the commercial register (
Handelsregister
) of the local court (
Amtsgericht
) of Düsseldorf, under number HRB 1130 (in its capacity as "
Arranger
");
|
(3)
|
NATIXIS ZWEIGNIEDERLASSUNG DEUTSCHLAND
, having its office at Im Trutz Frankfurt 55, 60322 Frankfurt am Main, Federal Republic of Germany (in its capacity as "
Facility Agent
" and "
Original Lender
");
|
(1)
|
AKA AUSFUHRKREDIT-GESELLSCHAFT MBH
, having its office at Große Gallusstraße 1-7, 60311 Frankfurt am Main, Federal Republic of Germany (in its capacity as "
Original Lender
"); and
|
(4)
|
NATIXIS LABUAN BRANCH
, a branch of NATIXIS having its registered office at Level 9, Main Office Tower, Financial Park Labuan, Jln. Merdeka, 87000, Federal Territory of Labuan, Malaysia (in its capacity as "
Security Agent
").
|
(A)
|
The Borrower, the Facility Agent, the Security Agent and the Original Lenders have entered into an up to EUR 133,960,000 export financing facility agreement, dated 6 May 2008, as amended pursuant to an Amendment and Reinstatement Letter dated 7 August 2008, an Amendment Letter dated 22 February 2010, an Amendment No 2 dated 25 February 2011 and a Confirmation Letter dated 30 September 2011 (together the "
Existing
Amendment Agreements
") in order to provide for the financing of equipment in relation to four solar module manufacturing plants located in Kulim Hi Tech Park, Kedah, Malaysia (the "
Facility Agreement
").
|
(B)
|
The parties hereto wish to agree on certain changes to the Facility Agreement, which shall be implemented in accordance with the terms of this Agreement.
|
1.
|
DEFINITIONS AND INTERPRETATION
|
1.
|
Definitions
|
2.
|
Incorporation of Defined Terms, Interpretation
|
3.
|
Clauses and Schedules
|
1.
|
In this Agreement any reference to a "Clause" or "Schedule" is, unless the context otherwise requires, a reference to a Clause or Schedule of this Agreement.
|
2.
|
Clauses and Schedules headings are for ease of reference only.
|
4.
|
Singular and Plural
|
5.
|
English language
|
(a)
|
""
Affiliate
" means in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company."
|
(b)
|
""
Cash
" means, other than Trapped Cash, any credit balance on any deposit, savings, current or other account, and any cash in hand, of the Borrower or to which the Borrower is beneficially entitled, and which is:
|
a)
|
freely withdrawable on demand or subject to time deposit arrangements that can be terminated at any time; and
|
b)
|
not subject to any Security (other than pursuant to any Security Document or any Permitted Encumbrance."
|
(c)
|
""
Cash Equivalent Investments
" means investments held by the Borrower which are traded in a liquid market and are:
|
a)
|
marketable direct obligations issued by, or unconditionally guaranteed by, the government of the United States of America or issued by any agency thereof with a minimum long-term credit rating of A by S&P or A by Moody's, in each case maturing within three years from the date of acquisition by the Borrower;
|
b)
|
marketable direct obligations issued by, or unconditionally guaranteed by any foreign sovereign state, or any agency thereof, with a minimum long-term credit rating of A by S&P and A by Moody's, in each case maturing within three years from the date of acquisition by the Borrower;
|
c)
|
securities with maturities of three years or less from the date of acquisition by the Borrower issued or fully guaranteed by any state, commonwealth or territory of the United States of America, by any political subdivision or taxing authority of any such state, commonwealth or territory, with a minimum long-term credit rating of A by S&P and A by Moody', in each case maturing within three years from the date of acquisition by the Borrower;
|
d)
|
certificates of deposit, time deposits or overnight bank deposits having maturities of 1 year or less from the date of acquisition by the Borrower, issued by any Lender or by any commercial bank with a long-term credit rating of at least A by S&P or A by Moody's;
|
e)
|
commercial paper maturing within nine months from the date of acquisition by the Borrower with a minimum short-term credit rating of A-1 by S&P or P-1 by Moody's;
|
f)
|
repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (d) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the government of the United States of America or a foreign sovereign state with a long-term credit rating of at least AA by S&P or Aa by Moody's;
|
g)
|
corporate debt securities issued in the U.S. or Europe with maturities of three years or less from the date of acquisition by the Borrower and with a long-term credit rating of at least A by S&P or A by Moody's;
|
h)
|
supranational debt securities issued in the U.S. or Europe with maturities of three years or less from the date of acquisition by the Borrower and with a long-term credit rating of at least A by S&P or A by Moody's;
|
i)
|
money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (h) of this definition;
|
j)
|
money market funds that (i) comply with the criteria set forth in SEC Rule2a-7 under the Investment Company Act of 1940 of the United States of America, as amended, (ii) are rated AA by S&P or Aa by Moody's and (iii) have portfolio assets of at least $5,000,000,000;
|
k)
|
money market funds in Malaysia having a rating in the highest investment category granted thereby by S&P or Moody's at the time of acquisition by the Borrower, including any fund for which a Finance Party or an Affiliate of a Finance Party serves as an investment advisor, administrator, shareholder servicing agent, custodian or sub custodian, notwithstanding that a Finance Party or an Affiliate of a Finance Party charges and collects fees and expenses from such funds for services rendered (provided that such charges, fees and expenses are on terms consistent with terms negotiated at arm's length); or
|
l)
|
approved by the Majority Lenders,
|
(d)
|
""
Holding Company
" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary."
|
(e)
|
""
Marketable Securities
" means securities which are traded on a national securities exchange in Europe or the United States of America or otherwise actively traded over-the-counter in Europe or the United States of America and are not subject to restrictions on transfer as a result of applicable contract provisions or the provisions of any other applicable securities laws or regulations."
|
(f)
|
""
Trapped Cash
" means any rent deposit and any credit balance on any deposit, savings, current or other account, or cash in hand which cannot be applied immediately for the purpose of repaying the Facilities."
|
9.1
|
This Agreement shall become effective on the date on which the Facility Agent confirms to the parties to this Agreement and the Guarantor that the conditions precedent set out in Clause 9.2 below have been satisfied or waived (the "
Effective Date
").
|
Section 9.
|
Presumptions and Effect of Certain Proceedings; Construction of Certain Phrases.
|
FIRST SOLAR, INC.,
|
||
By:
|
|
|
|
|
|
Name:
|
|
|
|
|
|
Title:
|
|
[NAME OF DIRECTOR OR OFFICER],
|
||
|
|
|
|
|
|
Address:
|
|
|
|
|
|
|
|
Name
|
|
Jurisdiction
|
|
||
First Solar GmbH
|
|
Germany
|
First Solar Holdings GmbH
|
|
Germany
|
First Solar Manufacturing GmbH
|
|
Germany
|
First Solar FE Holdings Pte. Ltd.
|
|
Singapore
|
First Solar Malaysia Sdn. Bhd.
|
|
Malaysia
|
First Solar Electric, LLC
|
|
United States
|
First Solar Development, Inc.
|
|
United States
|
1
|
I have reviewed the Annual Report on Form 10-K of First Solar, Inc., a Delaware corporation, for the period ended December 31, 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:
|
February 27, 2013
|
/s/ JAMES A. HUGHES
|
|
|
|
James A. Hughes
|
|
|
|
Chief Executive Officer
|
|
1
|
I have reviewed the Annual Report on Form 10-K of First Solar, Inc., a Delaware corporation, for the period ended December 31, 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:
|
February 27, 2013
|
/s/ MARK R. WIDMAR
|
|
|
|
Mark R. Widmar
|
|
|
|
Chief Financial Officer and Chief Accounting Officer
|
|
|
(1
|
)
|
|
the annual 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 annual report fairly presents, in all material respects, the financial condition and results of operations of First Solar, Inc. for the periods presented therein.
|
|||||
|
|
|
|
|
|
||||
|
|
|
|||||||
Date: February 27, 2013
|
/S/ JAMES A. HUGHES
|
|
|||||||
|
James A. Hughes
|
|
|||||||
|
Chief Executive Officer
|
|
|||||||
|
|||||||||
|
|
|
|||||||
Date: February 27, 2013
|
/s/ MARK R. WIDMAR
|
|
|||||||
|
Mark R. Widmar
|
|
|||||||
|
Chief Financial Officer and Chief Accounting Officer
|
|
|||||||
|