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[x]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2013
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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 incorporation or organization)
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(I.R.S. Employer Identification No.)
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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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|
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(Do not check if a smaller reporting company)
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|
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Page
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Part I.
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Financial Information (Unaudited)
|
|
Item 1.
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Condensed Consolidated Financial Statements:
|
|
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Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2013 and June 30, 2012
|
|
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Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2013 and June 30, 2012
|
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Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012
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Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and June 30, 2012
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Notes to Condensed Consolidated Financial Statements
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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Part II.
|
Other Information
|
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Item 1.
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Legal Proceedings
|
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Item 1A.
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Risk Factors
|
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Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
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Exhibits
|
|
Signature
|
|
|
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Three Months Ended
|
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Six Months Ended
|
||||||||||||
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June 30,
2013 |
|
June 30,
2012 |
|
June 30,
2013 |
|
June 30,
2012 |
||||||||
Net sales
|
|
$
|
519,760
|
|
|
$
|
957,332
|
|
|
$
|
1,274,965
|
|
|
$
|
1,454,387
|
|
Cost of sales
|
|
379,662
|
|
|
713,591
|
|
|
965,541
|
|
|
1,133,901
|
|
||||
Gross profit
|
|
140,098
|
|
|
243,741
|
|
|
309,424
|
|
|
320,486
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
30,964
|
|
|
32,365
|
|
|
60,895
|
|
|
68,449
|
|
||||
Selling, general and administrative
|
|
66,265
|
|
|
52,184
|
|
|
140,730
|
|
|
144,004
|
|
||||
Production start-up
|
|
1,392
|
|
|
533
|
|
|
2,768
|
|
|
4,591
|
|
||||
Restructuring
|
|
2,381
|
|
|
19,000
|
|
|
4,728
|
|
|
420,065
|
|
||||
Total operating expenses
|
|
101,002
|
|
|
104,082
|
|
|
209,121
|
|
|
637,109
|
|
||||
Operating income (loss)
|
|
39,096
|
|
|
139,659
|
|
|
100,303
|
|
|
(316,623
|
)
|
||||
Foreign currency (loss) gain
|
|
(1,068
|
)
|
|
1,015
|
|
|
550
|
|
|
31
|
|
||||
Interest income
|
|
3,405
|
|
|
3,379
|
|
|
8,352
|
|
|
6,290
|
|
||||
Interest expense, net
|
|
(875
|
)
|
|
(7,372
|
)
|
|
(1,625
|
)
|
|
(8,292
|
)
|
||||
Other income (expense), net
|
|
504
|
|
|
(1,334
|
)
|
|
(329
|
)
|
|
(2,545
|
)
|
||||
Income (loss) before income taxes
|
|
41,062
|
|
|
135,347
|
|
|
107,251
|
|
|
(321,139
|
)
|
||||
Income tax expense
|
|
7,464
|
|
|
24,364
|
|
|
14,511
|
|
|
17,294
|
|
||||
Net income (loss)
|
|
$
|
33,598
|
|
|
$
|
110,983
|
|
|
$
|
92,740
|
|
|
$
|
(338,433
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.38
|
|
|
$
|
1.28
|
|
|
$
|
1.05
|
|
|
$
|
(3.90
|
)
|
Diluted
|
|
$
|
0.37
|
|
|
$
|
1.27
|
|
|
$
|
1.03
|
|
|
$
|
(3.90
|
)
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
89,201
|
|
|
86,855
|
|
|
88,209
|
|
|
86,681
|
|
||||
Diluted
|
|
91,142
|
|
|
87,653
|
|
|
90,265
|
|
|
86,681
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2013 |
|
June 30,
2012 |
|
June 30,
2013 |
|
June 30,
2012 |
||||||||
Net income (loss)
|
|
$
|
33,598
|
|
|
$
|
110,983
|
|
|
$
|
92,740
|
|
|
$
|
(338,433
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
1,500
|
|
|
(9,795
|
)
|
|
(1,577
|
)
|
|
3,714
|
|
||||
Unrealized (loss) gain on marketable securities and restricted investments
|
|
(17,029
|
)
|
|
12,626
|
|
|
(27,370
|
)
|
|
8,562
|
|
||||
Unrealized gain (loss) on derivative instruments
|
|
2,909
|
|
|
2,585
|
|
|
(2,937
|
)
|
|
(12,715
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
|
(12,620
|
)
|
|
5,416
|
|
|
(31,884
|
)
|
|
(439
|
)
|
||||
Comprehensive income (loss)
|
|
$
|
20,978
|
|
|
$
|
116,399
|
|
|
$
|
60,856
|
|
|
$
|
(338,872
|
)
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
928,657
|
|
|
$
|
901,294
|
|
Marketable securities
|
|
356,615
|
|
|
102,578
|
|
||
Accounts receivable trade, net
|
|
192,580
|
|
|
553,567
|
|
||
Accounts receivable, unbilled and retainage
|
|
460,438
|
|
|
400,987
|
|
||
Inventories
|
|
334,261
|
|
|
434,921
|
|
||
Balance of systems parts
|
|
128,384
|
|
|
98,903
|
|
||
Deferred project costs
|
|
1,004,778
|
|
|
21,390
|
|
||
Deferred tax assets, net
|
|
28,878
|
|
|
44,070
|
|
||
Assets held for sale
|
|
49,521
|
|
|
49,521
|
|
||
Note receivable affiliate
|
|
—
|
|
|
17,725
|
|
||
Prepaid expenses and other current assets
|
|
117,167
|
|
|
207,368
|
|
||
Total current assets
|
|
3,601,279
|
|
|
2,832,324
|
|
||
Property, plant and equipment, net
|
|
1,560,908
|
|
|
1,525,382
|
|
||
Project assets and deferred project costs
|
|
559,151
|
|
|
845,478
|
|
||
Deferred tax assets, net
|
|
332,688
|
|
|
317,473
|
|
||
Restricted cash and investments
|
|
275,183
|
|
|
301,400
|
|
||
Goodwill
|
|
74,930
|
|
|
65,444
|
|
||
Inventories
|
|
132,668
|
|
|
134,375
|
|
||
Retainage
|
|
237,594
|
|
|
270,364
|
|
||
Other assets
|
|
93,725
|
|
|
56,452
|
|
||
Total assets
|
|
$
|
6,868,126
|
|
|
$
|
6,348,692
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
217,587
|
|
|
$
|
350,230
|
|
Income taxes payable
|
|
4,749
|
|
|
5,474
|
|
||
Accrued expenses
|
|
391,764
|
|
|
554,433
|
|
||
Current portion of long-term debt
|
|
61,194
|
|
|
62,349
|
|
||
Deferred revenue
|
|
1,682
|
|
|
2,056
|
|
||
Payments and billings for deferred project costs
|
|
1,116,670
|
|
|
94,535
|
|
||
Other current liabilities
|
|
61,149
|
|
|
32,297
|
|
||
Total current liabilities
|
|
1,854,795
|
|
|
1,101,374
|
|
||
Accrued solar module collection and recycling liability
|
|
248,178
|
|
|
212,835
|
|
||
Long-term debt
|
|
194,570
|
|
|
500,223
|
|
||
Payments and billings for deferred project costs
|
|
38,974
|
|
|
636,518
|
|
||
Other liabilities
|
|
374,871
|
|
|
292,216
|
|
||
Total liabilities
|
|
2,711,388
|
|
|
2,743,166
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 97,629,891 and 87,145,323 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively
|
|
98
|
|
|
87
|
|
||
Additional paid-in capital
|
|
2,555,872
|
|
|
2,065,527
|
|
||
Accumulated earnings
|
|
1,622,473
|
|
|
1,529,733
|
|
||
Accumulated other comprehensive (loss) income
|
|
(21,705
|
)
|
|
10,179
|
|
||
Total stockholders’ equity
|
|
4,156,738
|
|
|
3,605,526
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
6,868,126
|
|
|
$
|
6,348,692
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
2013 |
|
June 30,
2012 |
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Cash received from customers
|
|
$
|
2,050,622
|
|
|
$
|
1,639,136
|
|
Cash paid to suppliers and associates
|
|
(1,709,914
|
)
|
|
(1,169,399
|
)
|
||
Interest received
|
|
3,724
|
|
|
2,970
|
|
||
Interest paid
|
|
(5,974
|
)
|
|
(18,030
|
)
|
||
Income tax refunds (payments), net
|
|
5,976
|
|
|
25,561
|
|
||
Excess tax benefit from share-based compensation arrangements
|
|
(55,695
|
)
|
|
(66,853
|
)
|
||
Other operating activities
|
|
89
|
|
|
(1,050
|
)
|
||
Net cash provided by operating activities
|
|
288,828
|
|
|
412,335
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(156,856
|
)
|
|
(281,972
|
)
|
||
Purchases of marketable securities
|
|
(316,285
|
)
|
|
(14,446
|
)
|
||
Proceeds from maturities and sales of marketable securities
|
|
60,766
|
|
|
83,367
|
|
||
Investment in note receivable, affiliate
|
|
—
|
|
|
(21,883
|
)
|
||
Payments received on note receivable, affiliate
|
|
17,108
|
|
|
—
|
|
||
Purchase of restricted investments
|
|
—
|
|
|
(80,667
|
)
|
||
Change in restricted cash
|
|
5,136
|
|
|
21,547
|
|
||
Acquisitions, net of cash acquired
|
|
(30,745
|
)
|
|
(2,437
|
)
|
||
Purchase of equity and cost method investments
|
|
(14,894
|
)
|
|
—
|
|
||
Other investing activities
|
|
(1,850
|
)
|
|
(4,812
|
)
|
||
Net cash used in investing activities
|
|
(437,620
|
)
|
|
(301,303
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Repayments of long-term debt
|
|
(635,876
|
)
|
|
(735,296
|
)
|
||
Proceeds from borrowings under long-term debt, net of discount and issuance costs
|
|
335,000
|
|
|
590,000
|
|
||
Excess tax benefit from share-based compensation arrangements
|
|
55,695
|
|
|
66,853
|
|
||
Repayment of economic development funding
|
|
(8,315
|
)
|
|
(6,820
|
)
|
||
Proceeds from equity offering, net of issuance costs
|
|
430,368
|
|
|
—
|
|
||
Other financing activities
|
|
349
|
|
|
(643
|
)
|
||
Net cash provided by (used in) financing activities
|
|
177,221
|
|
|
(85,906
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,066
|
)
|
|
(505
|
)
|
||
Net increase in cash and cash equivalents
|
|
27,363
|
|
|
24,621
|
|
||
Cash and cash equivalents, beginning of the period
|
|
901,294
|
|
|
605,619
|
|
||
Cash and cash equivalents, end of the period
|
|
$
|
928,657
|
|
|
$
|
630,240
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
||
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
57,681
|
|
|
$
|
61,615
|
|
Acquisitions funded by liabilities and contingent consideration
|
|
$
|
22,780
|
|
|
$
|
—
|
|
April 2012 European Restructuring
|
|
Asset Impairments and Related Costs
|
|
Severance and Termination Related Costs
|
|
Grant Repayments
|
|
Total
|
||||||||
Ending Balance at December 31, 2012
|
|
$
|
16,625
|
|
|
$
|
25,717
|
|
|
$
|
8,400
|
|
|
$
|
50,742
|
|
Charges to Income
|
|
—
|
|
|
2,347
|
|
|
—
|
|
|
2,347
|
|
||||
Change in Estimates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash Payments
|
|
(7,193
|
)
|
|
(6,720
|
)
|
|
(8,315
|
)
|
|
(22,228
|
)
|
||||
Non-Cash Amounts Including Foreign Exchange Impact
|
|
(304
|
)
|
|
(718
|
)
|
|
(85
|
)
|
|
(1,107
|
)
|
||||
Ending Balance at March 31, 2013
|
|
9,128
|
|
|
20,626
|
|
|
—
|
|
|
29,754
|
|
||||
Charges to Income
|
|
2,170
|
|
|
1,185
|
|
|
—
|
|
|
3,355
|
|
||||
Change in Estimates
|
|
(945
|
)
|
|
(29
|
)
|
|
—
|
|
|
(974
|
)
|
||||
Cash Payments
|
|
(6,597
|
)
|
|
(13,563
|
)
|
|
—
|
|
|
(20,160
|
)
|
||||
Non-Cash Amounts Including Foreign Exchange Impact
|
|
(771
|
)
|
|
316
|
|
|
—
|
|
|
(455
|
)
|
||||
Ending Balance at June 30, 2013
|
|
$
|
2,985
|
|
|
$
|
8,535
|
|
|
$
|
—
|
|
|
$
|
11,520
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Cash:
|
|
|
|
|
||||
Cash
|
|
$
|
882,091
|
|
|
$
|
889,065
|
|
Cash equivalents:
|
|
|
|
|
||||
Commercial paper
|
|
3,199
|
|
|
1,500
|
|
||
Money market funds
|
|
43,367
|
|
|
10,729
|
|
||
Total cash and cash equivalents
|
|
928,657
|
|
|
901,294
|
|
||
Marketable securities:
|
|
|
|
|
||||
Commercial paper
|
|
5,097
|
|
|
1,698
|
|
||
Corporate debt securities
|
|
137,704
|
|
|
23,384
|
|
||
Federal agency debt
|
|
25,813
|
|
|
29,936
|
|
||
Foreign agency debt
|
|
110,641
|
|
|
7,233
|
|
||
Foreign government obligations
|
|
26,191
|
|
|
4,142
|
|
||
Supranational debt
|
|
47,673
|
|
|
34,181
|
|
||
U.S. government obligations
|
|
3,496
|
|
|
2,004
|
|
||
Total marketable securities
|
|
356,615
|
|
|
102,578
|
|
||
Total cash, cash equivalents, and marketable securities
|
|
$
|
1,285,272
|
|
|
$
|
1,003,872
|
|
|
|
As of June 30, 2013
|
||||||||||||||
Security Type
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Commercial paper
|
|
$
|
5,097
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,097
|
|
Corporate debt securities
|
|
137,818
|
|
|
20
|
|
|
134
|
|
|
137,704
|
|
||||
Federal agency debt
|
|
25,817
|
|
|
11
|
|
|
15
|
|
|
25,813
|
|
||||
Foreign agency debt
|
|
110,788
|
|
|
6
|
|
|
153
|
|
|
110,641
|
|
||||
Foreign government obligations
|
|
26,190
|
|
|
1
|
|
|
—
|
|
|
26,191
|
|
||||
Supranational debt
|
|
47,692
|
|
|
40
|
|
|
59
|
|
|
47,673
|
|
||||
U.S. government obligations
|
|
3,497
|
|
|
—
|
|
|
1
|
|
|
3,496
|
|
||||
Total
|
|
$
|
356,899
|
|
|
$
|
78
|
|
|
$
|
362
|
|
|
$
|
356,615
|
|
|
|
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 June 30, 2013
|
||||||||||||||
Maturity
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
One year or less
|
|
$
|
71,006
|
|
|
$
|
55
|
|
|
$
|
11
|
|
|
$
|
71,050
|
|
One year to two years
|
|
259,274
|
|
|
20
|
|
|
337
|
|
|
258,957
|
|
||||
Two years to three years
|
|
26,619
|
|
|
3
|
|
|
14
|
|
|
26,608
|
|
||||
Total
|
|
$
|
356,899
|
|
|
$
|
78
|
|
|
$
|
362
|
|
|
$
|
356,615
|
|
|
|
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 June 30, 2013
|
||||||||||||||||||||||
|
|
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
|
|
$
|
48,170
|
|
|
$
|
134
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,170
|
|
|
$
|
134
|
|
Federal agency debt
|
|
10,016
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
10,016
|
|
|
15
|
|
||||||
Foreign agency debt
|
|
86,100
|
|
|
153
|
|
|
—
|
|
|
—
|
|
|
86,100
|
|
|
153
|
|
||||||
Foreign government obligations
|
|
1,053
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,053
|
|
|
—
|
|
||||||
Supranational debt
|
|
29,149
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
29,149
|
|
|
59
|
|
||||||
U.S. government obligations
|
|
3,502
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3,502
|
|
|
1
|
|
||||||
Total
|
|
$
|
177,990
|
|
|
$
|
362
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
177,990
|
|
|
$
|
362
|
|
|
|
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
|
||||||||||||
Federal agency debt
|
|
$
|
524
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
524
|
|
|
$
|
1
|
|
Foreign agency debt
|
|
—
|
|
|
—
|
|
|
5,970
|
|
|
33
|
|
|
5,970
|
|
|
33
|
|
||||||
Total
|
|
$
|
524
|
|
|
$
|
1
|
|
|
$
|
5,970
|
|
|
$
|
33
|
|
|
$
|
6,494
|
|
|
$
|
34
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Restricted cash (1)
|
|
$
|
157
|
|
|
$
|
184
|
|
Restricted investments
|
|
275,026
|
|
|
301,216
|
|
||
Restricted cash and investments
|
|
$
|
275,183
|
|
|
$
|
301,400
|
|
(1)
|
There was
$5.1 million
of restricted cash included within prepaid expenses and other current assets at
December 31, 2012
primarily related to required cash collateral for certain letters of credit provided for projects under development in foreign jurisdictions.
|
|
|
As of June 30, 2013
|
||||||||||||||
Security Type
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
189,780
|
|
|
$
|
27,910
|
|
|
$
|
—
|
|
|
$
|
217,690
|
|
U.S. government obligations
|
|
54,626
|
|
|
3,559
|
|
|
849
|
|
|
57,336
|
|
||||
Total
|
|
$
|
244,406
|
|
|
$
|
31,469
|
|
|
$
|
849
|
|
|
$
|
275,026
|
|
|
|
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
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
Basic net income (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
33,598
|
|
|
$
|
110,983
|
|
|
$
|
92,740
|
|
|
$
|
(338,433
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common stock outstanding
|
|
89,201
|
|
|
86,855
|
|
|
88,209
|
|
|
86,681
|
|
||||
Diluted net income (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common stock outstanding
|
|
89,201
|
|
|
86,855
|
|
|
88,209
|
|
|
86,681
|
|
||||
Effect of stock options, restricted and performance stock units, and stock purchase plan shares
|
|
1,941
|
|
|
798
|
|
|
2,056
|
|
|
—
|
|
||||
Weighted-average shares used in computing diluted net income (loss) per share
|
|
91,142
|
|
|
87,653
|
|
|
90,265
|
|
|
86,681
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
Per share information — basic:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share
|
|
$
|
0.38
|
|
|
$
|
1.28
|
|
|
$
|
1.05
|
|
|
$
|
(3.90
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Per share information — diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share
|
|
$
|
0.37
|
|
|
$
|
1.27
|
|
|
$
|
1.03
|
|
|
$
|
(3.90
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Anti-dilutive shares
|
|
91
|
|
|
3,681
|
|
|
107
|
|
|
2,324
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Accounts receivable trade, gross
|
|
$
|
202,109
|
|
|
$
|
568,070
|
|
Allowance for doubtful accounts
|
|
(9,529
|
)
|
|
(14,503
|
)
|
||
Accounts receivable trade, net
|
|
$
|
192,580
|
|
|
$
|
553,567
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Accounts receivable, unbilled
|
|
$
|
222,636
|
|
|
$
|
342,587
|
|
Retainage
|
|
237,802
|
|
|
58,400
|
|
||
Accounts receivable, unbilled and retainage
|
|
$
|
460,438
|
|
|
$
|
400,987
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Raw materials
|
|
$
|
177,070
|
|
|
$
|
184,006
|
|
Work in process
|
|
11,672
|
|
|
14,868
|
|
||
Finished goods (solar modules)
|
|
278,187
|
|
|
370,422
|
|
||
Inventories
|
|
$
|
466,929
|
|
|
$
|
569,296
|
|
Inventories — current
|
|
$
|
334,261
|
|
|
$
|
434,921
|
|
Inventories — noncurrent (1)
|
|
$
|
132,668
|
|
|
$
|
134,375
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Prepaid expenses
|
|
$
|
31,099
|
|
|
$
|
39,582
|
|
Derivative instruments
|
|
3,079
|
|
|
7,230
|
|
||
Deferred costs of goods sold
|
|
2,102
|
|
|
96,337
|
|
||
Other current assets
|
|
80,887
|
|
|
64,219
|
|
||
Prepaid expenses and other current assets
|
|
$
|
117,167
|
|
|
$
|
207,368
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Buildings and improvements
|
|
$
|
459,280
|
|
|
$
|
446,133
|
|
Machinery and equipment
|
|
1,421,761
|
|
|
1,415,632
|
|
||
Office equipment and furniture
|
|
123,553
|
|
|
117,228
|
|
||
Leasehold improvements
|
|
47,230
|
|
|
49,367
|
|
||
Depreciable property, plant and equipment, gross
|
|
2,051,824
|
|
|
2,028,360
|
|
||
Accumulated depreciation
|
|
(852,763
|
)
|
|
(803,501
|
)
|
||
Depreciable property, plant and equipment, net
|
|
1,199,061
|
|
|
1,224,859
|
|
||
Land
|
|
22,209
|
|
|
22,256
|
|
||
Construction in progress
|
|
128,809
|
|
|
51,133
|
|
||
Stored assets (1)
|
|
210,829
|
|
|
227,134
|
|
||
Property, plant and equipment, net
|
|
$
|
1,560,908
|
|
|
$
|
1,525,382
|
|
(1)
|
Consists of machinery and equipment (“stored assets”) that were originally purchased for installation in our previously planned manufacturing capacity expansions. We intend to install and place the stored assets into service when such assets are required or beneficial to our existing installed manufacturing capacity or when market demand supports additional or market specific manufacturing capacity. As the stored assets are neither in the condition or location to produce modules as intended, we will not begin depreciation until such assets are placed into service. The stored assets are evaluated for impairment under a held and used impairment model whenever events or changes in business circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of the long-lived assets may not be recoverable. We ceased the capitalization of interest on such stored assets once they were physically received from the related machinery and equipment suppliers.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
Interest cost incurred
|
|
$
|
(3,167
|
)
|
|
$
|
(9,318
|
)
|
|
$
|
(6,442
|
)
|
|
$
|
(16,050
|
)
|
Interest cost capitalized —– property, plant and equipment
|
|
736
|
|
|
769
|
|
|
1,046
|
|
|
2,822
|
|
||||
Interest cost capitalized —– project assets
|
|
1,556
|
|
|
1,177
|
|
|
3,771
|
|
|
4,936
|
|
||||
Interest expense, net
|
|
$
|
(875
|
)
|
|
$
|
(7,372
|
)
|
|
$
|
(1,625
|
)
|
|
$
|
(8,292
|
)
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Project assets — land
|
|
$
|
810
|
|
|
$
|
9,164
|
|
Project assets — development costs including project acquisition costs
|
|
251,835
|
|
|
157,489
|
|
||
Project assets — construction costs
|
|
71,827
|
|
|
192,171
|
|
||
Project assets — projects in commercial operation under project PPAs
|
|
205,283
|
|
|
—
|
|
||
Project assets
|
|
$
|
529,755
|
|
|
$
|
358,824
|
|
Deferred project costs — current
|
|
$
|
1,004,778
|
|
|
$
|
21,390
|
|
Deferred project costs — non-current
|
|
29,396
|
|
|
486,654
|
|
||
Deferred project costs
|
|
1,034,174
|
|
|
$
|
508,044
|
|
|
Total project assets and deferred project costs
|
|
$
|
1,563,929
|
|
|
$
|
866,868
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Intangible assets, gross
|
|
$
|
48,939
|
|
|
$
|
9,139
|
|
Accumulated amortization
|
|
(5,700
|
)
|
|
(5,404
|
)
|
||
Intangible assets, net
|
|
$
|
43,239
|
|
|
$
|
3,735
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Accrued compensation, benefits and severance
|
|
$
|
41,552
|
|
|
$
|
105,677
|
|
Accrued property, plant and equipment
|
|
22,131
|
|
|
20,564
|
|
||
Accrued inventory and balance of systems parts
|
|
55,910
|
|
|
52,408
|
|
||
Accrued project assets and deferred project costs
|
|
85,989
|
|
|
76,133
|
|
||
Product warranty liability (Note 14)
|
|
62,989
|
|
|
90,581
|
|
||
Accrued expenses in excess of normal product warranty liability and related expenses (1)
|
|
64,252
|
|
|
75,020
|
|
||
Other accrued expenses
|
|
58,941
|
|
|
134,050
|
|
||
Accrued expenses
|
|
$
|
391,764
|
|
|
$
|
554,433
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Derivative instruments
|
|
$
|
4,759
|
|
|
$
|
5,825
|
|
Deferred tax liabilities
|
|
—
|
|
|
2,226
|
|
||
Billings in excess of costs and estimated earnings (1)
|
|
4,044
|
|
|
2,422
|
|
||
Other
|
|
52,346
|
|
|
21,824
|
|
||
Other current liabilities
|
|
$
|
61,149
|
|
|
$
|
32,297
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Product warranty liability
|
|
$
|
126,268
|
|
|
$
|
101,015
|
|
Other taxes payable
|
|
117,542
|
|
|
102,599
|
|
||
Billings in excess of costs and estimated earnings (1)
|
|
45,334
|
|
|
47,623
|
|
||
Other
|
|
85,727
|
|
|
40,979
|
|
||
Other liabilities
|
|
$
|
374,871
|
|
|
$
|
292,216
|
|
|
|
June 30, 2013
|
||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments under ASC 815:
|
|
|
|
|
||||||||
Cross-currency swap contract
|
|
$
|
—
|
|
|
$
|
659
|
|
|
$
|
2,965
|
|
Interest rate swap contracts
|
|
—
|
|
|
369
|
|
|
591
|
|
|||
Total derivatives designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
1,028
|
|
|
$
|
3,556
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
3,079
|
|
|
$
|
3,731
|
|
|
$
|
—
|
|
Total derivatives not designated as hedging instruments
|
|
$
|
3,079
|
|
|
$
|
3,731
|
|
|
$
|
—
|
|
Total derivative instruments
|
|
$
|
3,079
|
|
|
$
|
4,759
|
|
|
$
|
3,556
|
|
|
|
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 contracts
|
|
—
|
|
|
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
|
|
|
|
June 30, 2013
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in Consolidated Balance Sheet
|
|
|
||||||||||
|
|
Gross Asset (Liability)
|
|
Gross Offset in Consolidated Balance Sheet
|
|
Net Amount Recognized in Financial Statements
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||
Cross-currency swap contracts
|
|
$
|
(3,624
|
)
|
|
—
|
|
|
(3,624
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(3,624
|
)
|
Interest rate swap contracts
|
|
$
|
(960
|
)
|
|
—
|
|
|
(960
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(960
|
)
|
|
|
December 31, 2012
|
||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in Consolidated Balance Sheet
|
|
|
||||||||||
|
|
Gross Asset (Liability)
|
|
Gross Offset in Consolidated Balance Sheet
|
|
Net Amount Recognized in Financial Statements
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||
Foreign exchange forward contracts
|
|
$
|
2,121
|
|
|
—
|
|
|
2,121
|
|
|
—
|
|
|
—
|
|
|
$
|
2,121
|
|
Cross-currency swap contracts
|
|
$
|
(1,898
|
)
|
|
—
|
|
|
(1,898
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(1,898
|
)
|
Interest rate swap contracts
|
|
$
|
(1,467
|
)
|
|
—
|
|
|
(1,467
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(1,467
|
)
|
|
|
Foreign Exchange Forward Contracts
|
|
Interest Rate Swap Contract
|
|
Cross Currency Swap Contract
|
|
Total
|
||||||||
Balance in other comprehensive income (loss) at December 31, 2012
|
|
$
|
8,980
|
|
|
$
|
(1,467
|
)
|
|
$
|
(8,031
|
)
|
|
$
|
(518
|
)
|
Amounts recognized in other comprehensive income (loss)
|
|
4,135
|
|
|
100
|
|
|
(1,604
|
)
|
|
2,631
|
|
||||
Amounts reclassified to net sales as a result of forecasted transactions being probable of not occurring
|
|
(13,115
|
)
|
|
—
|
|
|
—
|
|
|
(13,115
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency gain
|
|
—
|
|
|
—
|
|
|
1,974
|
|
|
1,974
|
|
||||
Interest expense
|
|
—
|
|
|
209
|
|
|
85
|
|
|
294
|
|
||||
Balance in other comprehensive income (loss) at March 31, 2013
|
|
$
|
—
|
|
|
$
|
(1,158
|
)
|
|
$
|
(7,576
|
)
|
|
$
|
(8,734
|
)
|
Amounts recognized in other comprehensive income (loss)
|
|
—
|
|
|
2
|
|
|
(313
|
)
|
|
(311
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency gain
|
|
—
|
|
|
—
|
|
|
2,912
|
|
|
2,912
|
|
||||
Interest expense
|
|
—
|
|
|
196
|
|
|
106
|
|
|
302
|
|
||||
Balance in other comprehensive income (loss) at June 30, 2013
|
|
$
|
—
|
|
|
$
|
(960
|
)
|
|
$
|
(4,871
|
)
|
|
$
|
(5,831
|
)
|
|
|
Foreign Exchange Forward Contracts
|
|
Interest Rate Swap Contracts
|
|
Cross Currency Swap Contract
|
|
Total
|
||||||||
Balance in other comprehensive income (loss) at December 31, 2011
|
|
$
|
33,751
|
|
|
$
|
(2,571
|
)
|
|
$
|
(5,899
|
)
|
|
$
|
25,281
|
|
Amounts recognized in other comprehensive (loss) income
|
|
(11,341
|
)
|
|
(914
|
)
|
|
4,347
|
|
|
(7,908
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
(6,710
|
)
|
|
—
|
|
|
—
|
|
|
(6,710
|
)
|
||||
Foreign currency gain (loss)
|
|
—
|
|
|
—
|
|
|
(5,003
|
)
|
|
(5,003
|
)
|
||||
Interest expense
|
|
—
|
|
|
244
|
|
|
71
|
|
|
315
|
|
||||
Balance in other comprehensive income (loss) at March 31, 2012
|
|
$
|
15,700
|
|
|
$
|
(3,241
|
)
|
|
$
|
(6,484
|
)
|
|
$
|
5,975
|
|
Amounts recognized in other comprehensive income (loss)
|
|
5,825
|
|
|
(334
|
)
|
|
(5,989
|
)
|
|
(498
|
)
|
||||
Amounts reclassified to net sales as a result of forecasted transactions being probable of not occurring
|
|
(3,385
|
)
|
|
—
|
|
|
—
|
|
|
(3,385
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency gain (loss)
|
|
—
|
|
|
—
|
|
|
5,382
|
|
|
5,382
|
|
||||
Interest expense
|
|
—
|
|
|
2,084
|
|
|
131
|
|
|
2,215
|
|
||||
Balance in other comprehensive income (loss) at June 30, 2012
|
|
$
|
18,140
|
|
|
$
|
(1,491
|
)
|
|
$
|
(6,960
|
)
|
|
$
|
9,689
|
|
|
|
|
Amount of Gain (Loss) Recognized in Income on Derivatives
|
||||||||||||||
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||
Derivatives not designated as hedging instruments under ASC 815:
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
|
June 30,
2013 |
|
June 30,
2012 |
|
June 30,
2013 |
|
June 30,
2012 |
||||||||
Foreign exchange forward contracts
|
Foreign currency gain (loss)
|
|
$
|
746
|
|
|
$
|
(8,877
|
)
|
|
$
|
1,863
|
|
|
$
|
(1,523
|
)
|
Foreign exchange forward contracts
|
Cost of sales
|
|
$
|
(685
|
)
|
|
$
|
(1,546
|
)
|
|
$
|
(773
|
)
|
|
$
|
(738
|
)
|
Foreign exchange forward contracts
|
Net Sales
|
|
$
|
5,666
|
|
|
$
|
—
|
|
|
$
|
5,666
|
|
|
$
|
—
|
|
December 31, 2012
|
||||
|
|
|
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Canadian dollar
|
|
CAD 192.0
|
|
$195.1
|
June 30, 2013
|
||||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Euro
|
|
€167.5
|
|
$218.3
|
Sell
|
|
Euro
|
|
€174.2
|
|
$227.0
|
Purchase
|
|
Australian dollar
|
|
AUD 1.8
|
|
$1.6
|
Sell
|
|
Australian dollar
|
|
AUD 1.8
|
|
$1.6
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 152.2
|
|
$48.7
|
Sell
|
|
Malaysian ringgit
|
|
MYR 63.9
|
|
$20.4
|
Purchase
|
|
Canadian dollar
|
|
CAD 2.7
|
|
$2.6
|
Sell
|
|
Canadian dollar
|
|
CAD 198.6
|
|
$188.7
|
Purchase
|
|
Chinese yuan
|
|
CNY 43.4
|
|
$6.9
|
Sell
|
|
Chinese yuan
|
|
CNY 17.4
|
|
$2.8
|
•
|
Cash equivalents.
At
June 30, 2013
and
December 31, 2012
, our cash equivalents consisted of commercial paper and 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
June 30, 2013
and
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
. We value our marketable securities and restricted investments using quoted prices for securities with similar characteristics and other observable inputs (such as interest rates that are observable at commonly quoted intervals), and accordingly, we classify the valuation techniques that use these inputs as Level 2. We also consider the effect of our counterparties’ credit standings in these fair value measurements.
|
•
|
Derivative assets and liabilities
. At
June 30, 2013
and
December 31, 2012
, 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, respectively.
|
|
|
As of June 30, 2013
|
||||||||||||||
|
|
|
|
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
|
|
$
|
3,199
|
|
|
$
|
—
|
|
|
$
|
3,199
|
|
|
$
|
—
|
|
Money market funds
|
|
43,367
|
|
|
43,367
|
|
|
—
|
|
|
—
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial paper
|
|
5,097
|
|
|
—
|
|
|
5,097
|
|
|
—
|
|
||||
Corporate debt securities
|
|
137,704
|
|
|
—
|
|
|
137,704
|
|
|
—
|
|
||||
Federal agency debt
|
|
25,813
|
|
|
—
|
|
|
25,813
|
|
|
—
|
|
||||
Foreign agency debt
|
|
110,641
|
|
|
—
|
|
|
110,641
|
|
|
—
|
|
||||
Foreign government obligations
|
|
26,191
|
|
|
—
|
|
|
26,191
|
|
|
—
|
|
||||
Supranational debt
|
|
47,673
|
|
|
—
|
|
|
47,673
|
|
|
—
|
|
||||
U.S. government obligations
|
|
3,496
|
|
|
—
|
|
|
3,496
|
|
|
—
|
|
||||
Restricted investments (excluding restricted cash)
|
|
275,026
|
|
|
—
|
|
|
275,026
|
|
|
—
|
|
||||
Derivative assets
|
|
3,079
|
|
|
—
|
|
|
3,079
|
|
|
—
|
|
||||
Total assets
|
|
$
|
681,286
|
|
|
$
|
43,367
|
|
|
$
|
637,919
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
8,315
|
|
|
$
|
—
|
|
|
$
|
8,315
|
|
|
$
|
—
|
|
|
|
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 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
|
|
|
$
|
—
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
$
|
356,615
|
|
|
$
|
356,615
|
|
|
$
|
102,578
|
|
|
$
|
102,578
|
|
Foreign exchange forward contract assets
|
|
$
|
3,079
|
|
|
$
|
3,079
|
|
|
$
|
7,230
|
|
|
$
|
7,230
|
|
Restricted investments (excluding restricted cash)
|
|
$
|
275,026
|
|
|
$
|
275,026
|
|
|
$
|
301,216
|
|
|
$
|
301,216
|
|
Note receivable, affiliate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,725
|
|
|
$
|
17,723
|
|
Notes receivable — noncurrent
|
|
$
|
9,121
|
|
|
$
|
9,029
|
|
|
$
|
9,260
|
|
|
$
|
9,371
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current maturities
|
|
$
|
255,764
|
|
|
$
|
257,748
|
|
|
$
|
562,572
|
|
|
$
|
565,879
|
|
Interest rate swap contract liabilities
|
|
$
|
960
|
|
|
$
|
960
|
|
|
$
|
1,467
|
|
|
$
|
1,467
|
|
Cross-currency swap contract liabilities
|
|
$
|
3,624
|
|
|
$
|
3,624
|
|
|
$
|
1,898
|
|
|
$
|
1,898
|
|
Foreign exchange forward contract liabilities
|
|
$
|
3,731
|
|
|
$
|
3,731
|
|
|
$
|
5,036
|
|
|
$
|
5,036
|
|
|
|
|
|
|
|
Balance (USD)
|
||||||
Loan Agreement
|
|
Maturity
|
|
Loan Denomination
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
Revolving Credit Facility (1)
|
|
July 2018 (Tranche A) October 2015 (Tranche B)
|
|
USD
|
|
$
|
—
|
|
|
$
|
270,000
|
|
Malaysian Ringgit Facility Agreement
|
|
September 2018
|
|
MYR
|
|
134,873
|
|
|
151,901
|
|
||
Malaysian Euro Facility Agreement
|
|
April 2018
|
|
EUR
|
|
52,166
|
|
|
58,255
|
|
||
Malaysian Facility Agreement
|
|
March 2016
|
|
EUR
|
|
65,020
|
|
|
78,657
|
|
||
Director of Development of the State of Ohio
|
|
May 2015
|
|
USD
|
|
3,608
|
|
|
4,527
|
|
||
Capital lease obligations
|
|
various
|
|
various
|
|
2,271
|
|
|
1,955
|
|
||
Long-term debt principal
|
|
|
|
|
|
$
|
257,938
|
|
|
$
|
565,295
|
|
Less unamortized discount
|
|
|
|
|
|
(2,174
|
)
|
|
(2,723
|
)
|
||
Total long-term debt
|
|
|
|
|
|
$
|
255,764
|
|
|
$
|
562,572
|
|
Less current portion
|
|
|
|
|
|
(61,194
|
)
|
|
(62,349
|
)
|
||
Noncurrent portion
|
|
|
|
|
|
$
|
194,570
|
|
|
$
|
500,223
|
|
Loan Agreement
|
|
Borrowing Rate at June 30, 2013
|
Revolving Credit Facility
|
|
4.50%
|
Malaysian Ringgit Facility Agreement
|
|
KLIBOR plus 2.00% (2)
|
Malaysian Euro Facility Agreement
|
|
EURIBOR plus 1.00%
|
Malaysian Facility Agreement (1)
|
|
Fixed rate facility at 4.54%
|
Floating rate facility at EURIBOR plus 0.55% (2)
|
||
Director of Development of the State of Ohio
|
|
2.25%
|
Capital lease obligations
|
|
Various
|
(1)
|
Outstanding balance split equally between fixed and floating rates.
|
(2)
|
Interest rate hedges have been entered into relating to these variable rates.
See Note 11. “Derivative Financial Instruments,”
to our condensed consolidated financial statements.
|
Remainder of 2013
|
|
$
|
29,871
|
|
2014
|
|
61,690
|
|
|
2015
|
|
60,602
|
|
|
2016
|
|
37,972
|
|
|
2017
|
|
35,300
|
|
|
Thereafter
|
|
30,232
|
|
|
Total long-term debt future payments
|
|
$
|
255,667
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2013 |
|
June 30,
2012 |
|
June 30,
2013 |
|
June 30,
2012 |
||||||||
Product warranty liability, beginning of period
|
|
$
|
185,630
|
|
|
$
|
179,454
|
|
|
$
|
191,596
|
|
|
$
|
157,742
|
|
Accruals for new warranties issued
|
|
7,916
|
|
|
7,636
|
|
|
18,449
|
|
|
11,613
|
|
||||
Settlements
|
|
(8,447
|
)
|
|
(10,894
|
)
|
|
(19,410
|
)
|
|
(16,597
|
)
|
||||
Changes in estimate of product warranty liability (1)
|
|
4,158
|
|
|
5,693
|
|
|
(1,378
|
)
|
|
29,131
|
|
||||
Product warranty liability, end of period
|
|
$
|
189,257
|
|
|
$
|
181,889
|
|
|
$
|
189,257
|
|
|
$
|
181,889
|
|
Current portion of warranty liability
|
|
$
|
62,989
|
|
|
$
|
97,779
|
|
|
$
|
62,989
|
|
|
$
|
97,779
|
|
Noncurrent portion of warranty liability
|
|
$
|
126,268
|
|
|
$
|
84,110
|
|
|
$
|
126,268
|
|
|
$
|
84,110
|
|
(1)
|
Changes in estimate of product warranty liability during the
six
months ended
June 30, 2012
includes increases to our best estimate of
$22.6 million
partially related to a net increase in the expected number of replacement modules required for certain remediation efforts related to the manufacturing excursion that occurred between June 2008 and June 2009. Such estimated increase was primarily due to the completion of the analysis on certain outstanding claims as of December 31, 2011. Additionally, the remaining increase was primarily related to a change in estimate for the market value of the modules that we estimated would be returned to us under the voluntary remediation efforts that would meet the required performance standards to be re-sold as refurbished modules.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
Share-based compensation expense included in:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
|
$
|
1,307
|
|
|
$
|
2,337
|
|
|
$
|
5,823
|
|
|
$
|
10,595
|
|
Research and development
|
|
988
|
|
|
914
|
|
|
2,921
|
|
|
4,135
|
|
||||
Selling, general and administrative
|
|
5,207
|
|
|
(19,419
|
)
|
|
14,926
|
|
|
(8,123
|
)
|
||||
Production start-up
|
|
(72
|
)
|
|
(822
|
)
|
|
248
|
|
|
(169
|
)
|
||||
Restructuring
|
|
—
|
|
|
329
|
|
|
—
|
|
|
495
|
|
||||
Total share-based compensation expense
|
|
$
|
7,430
|
|
|
$
|
(16,661
|
)
|
|
$
|
23,918
|
|
|
$
|
6,933
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
Stock options
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
264
|
|
Restricted and performance stock units
|
|
7,244
|
|
|
(15,054
|
)
|
|
25,680
|
|
|
8,958
|
|
||||
Unrestricted stock
|
|
300
|
|
|
186
|
|
|
600
|
|
|
361
|
|
||||
Stock purchase plan
|
|
235
|
|
|
136
|
|
|
472
|
|
|
371
|
|
||||
Net amount absorbed into inventory
|
|
(349
|
)
|
|
(1,962
|
)
|
|
(2,834
|
)
|
|
(3,021
|
)
|
||||
Total share-based compensation expense
|
|
$
|
7,430
|
|
|
$
|
(16,661
|
)
|
|
$
|
23,918
|
|
|
$
|
6,933
|
|
|
|
Three Months Ended
|
||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Net income
|
|
$
|
33,598
|
|
|
$
|
110,983
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
1,500
|
|
|
(9,795
|
)
|
||
Unrealized gain (loss) on marketable securities and restricted investments for the period (net of tax of $1,307 and $(1,447), respectively)
|
|
(17,029
|
)
|
|
12,629
|
|
||
Less: reclassification for (gains) losses included in net income (loss) (net of tax of $0 and $0, respectively)
|
|
—
|
|
|
(3
|
)
|
||
Unrealized gain (loss) on marketable securities and restricted investments
|
|
(17,029
|
)
|
|
12,626
|
|
||
Unrealized gain (loss) on derivative instruments for the period (net of tax of $5 and $(1,145) , respectively)
|
|
(305
|
)
|
|
(1,644
|
)
|
||
Less: reclassification for (gains) losses included in net income (net of tax of $0 and $17, respectively)
|
|
3,214
|
|
|
4,229
|
|
||
Unrealized gain (loss) on derivative instruments
|
|
2,909
|
|
|
2,585
|
|
||
Other comprehensive income (loss), net of tax
|
|
(12,620
|
)
|
|
5,416
|
|
||
Comprehensive income (loss)
|
|
$
|
20,978
|
|
|
$
|
116,399
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Net income (loss)
|
|
$
|
92,740
|
|
|
$
|
(338,433
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(1,577
|
)
|
|
3,714
|
|
||
Unrealized gain (loss) on marketable securities and restricted investments for the period (net of tax of $2,241 and $(711), respectively)
|
|
(27,370
|
)
|
|
8,578
|
|
||
Less: reclassification for (gains) losses included in net income (loss) (net of tax of $0 and $0, respectively)
|
|
—
|
|
|
(16
|
)
|
||
Unrealized gain (loss) on marketable securities and restricted investments
|
|
(27,370
|
)
|
|
8,562
|
|
||
Unrealized gain (loss) on derivative instruments for the period (net of tax of $(1,101) and $1,104, respectively)
|
|
1,220
|
|
|
(7,303
|
)
|
||
Less: reclassification for (gains) losses included in net income (loss) (net of tax of $3,476 and $1,774, respectively)
|
|
(4,157
|
)
|
|
(5,412
|
)
|
||
Unrealized gain (loss) on derivative instruments
|
|
(2,937
|
)
|
|
(12,715
|
)
|
||
Other comprehensive income (loss), net of tax
|
|
(31,884
|
)
|
|
(439
|
)
|
||
Comprehensive income (loss)
|
|
$
|
60,856
|
|
|
$
|
(338,872
|
)
|
Components of Comprehensive Income (Loss)
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Marketable Securities
|
|
Unrealized Gain (Loss) on Derivative Instruments
|
|
Total
|
||||||||
Balance as of December 31, 2012
|
|
$
|
(38,485
|
)
|
|
$
|
51,243
|
|
|
$
|
(2,579
|
)
|
|
$
|
10,179
|
|
Other comprehensive income (loss) before reclassifications
|
|
(1,577
|
)
|
|
(27,370
|
)
|
|
1,220
|
|
|
(27,727
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
(4,157
|
)
|
|
(4,157
|
)
|
||||
Net other comprehensive income (loss) for the period
|
|
(1,577
|
)
|
|
(27,370
|
)
|
|
(2,937
|
)
|
|
(31,884
|
)
|
||||
Balance as of June 30, 2013
|
|
$
|
(40,062
|
)
|
|
$
|
23,873
|
|
|
$
|
(5,516
|
)
|
|
$
|
(21,705
|
)
|
Details of Accumulated Other Comprehensive Income (Loss)
|
|
Amount Reclassified
|
|
Income Statement Line Item
|
||||||
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||
|
June 30, 2013
|
|
June 30, 2013
|
|
||||||
Gains and (losses) on derivative contracts
|
|
|
|
|
|
|
||||
Foreign Exchange Forward Contracts
|
|
$
|
—
|
|
|
$
|
13,115
|
|
|
Net sales
|
Interest Rate and Cross Currency Swap Contracts
|
|
(302
|
)
|
|
(596
|
)
|
|
Interest expense
|
||
Cross Currency Swap Contracts
|
|
(2,912
|
)
|
|
(4,886
|
)
|
|
Foreign currency gain (loss)
|
||
|
|
(3,214
|
)
|
|
7,633
|
|
|
Total before tax
|
||
|
|
—
|
|
|
3,476
|
|
|
Tax expense
|
||
|
|
$
|
(3,214
|
)
|
|
$
|
4,157
|
|
|
Total net of tax
|
Components of Comprehensive Income (Loss)
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Marketable Securities
|
|
Unrealized Gain (Loss) on Derivative Instruments
|
|
Total
|
||||||||
Balance as of December 31, 2011
|
|
$
|
(48,381
|
)
|
|
$
|
24,431
|
|
|
$
|
18,913
|
|
|
$
|
(5,037
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
3,714
|
|
|
8,578
|
|
|
(7,303
|
)
|
|
4,989
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
—
|
|
|
(16
|
)
|
|
(5,412
|
)
|
|
(5,428
|
)
|
||||
Net other comprehensive income (loss) for the period
|
|
3,714
|
|
|
8,562
|
|
|
(12,715
|
)
|
|
(439
|
)
|
||||
Balance as of June 30, 2012
|
|
$
|
(44,667
|
)
|
|
$
|
32,993
|
|
|
$
|
6,198
|
|
|
$
|
(5,476
|
)
|
Details of Accumulated Other Comprehensive Income (Loss)
|
|
Amount Reclassified
|
|
Income Statement Line Item
|
||||||
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||
|
June 30, 2012
|
|
June 30, 2012
|
|
||||||
Gains and (losses) on marketable securities and restricted investments
|
|
|
|
|
|
|
||||
|
|
$
|
3
|
|
|
$
|
16
|
|
|
Other income (expense), net
|
|
|
—
|
|
|
—
|
|
|
Tax expense
|
||
|
|
3
|
|
|
16
|
|
|
Total net of tax
|
||
Gains and (losses) on derivative contracts
|
|
|
|
|
|
|
||||
Foreign Exchange Forward Contracts
|
|
3,385
|
|
|
10,095
|
|
|
Net sales
|
||
Interest Rate and Cross Currency Swap Contracts
|
|
(2,215
|
)
|
|
(2,530
|
)
|
|
Interest expense
|
||
Cross Currency Swap Contract
|
|
(5,382
|
)
|
|
(379
|
)
|
|
Foreign currency gain (loss)
|
||
|
|
(4,212
|
)
|
|
7,186
|
|
|
Total before tax
|
||
|
|
17
|
|
|
1,774
|
|
|
Tax expense
|
||
|
|
$
|
(4,229
|
)
|
|
$
|
5,412
|
|
|
Total net of tax
|
|
|
Six Months Ended
|
||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Net income (loss)
|
|
$
|
92,740
|
|
|
$
|
(338,433
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
116,084
|
|
|
138,229
|
|
||
Impairment and loss (gain) on disposal of long-lived assets
|
|
4,300
|
|
|
350,213
|
|
||
Impairment of project assets
|
|
—
|
|
|
3,227
|
|
||
Share-based compensation
|
|
23,918
|
|
|
6,933
|
|
||
Remeasurement of monetary assets and liabilities
|
|
(6,935
|
)
|
|
(561
|
)
|
||
Deferred income taxes
|
|
(7,769
|
)
|
|
4,896
|
|
||
Excess tax benefit from share-based compensation arrangements
|
|
(55,695
|
)
|
|
(66,853
|
)
|
||
Provision for doubtful accounts receivable
|
|
—
|
|
|
2,260
|
|
||
Gain on sales of marketable securities, and restricted investments, net
|
|
—
|
|
|
(16
|
)
|
||
Other operating activities
|
|
(2,903
|
)
|
|
18
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|||
Accounts receivable, trade and unbilled and retainage
|
|
341,357
|
|
|
114,592
|
|
||
Prepaid expenses and other current assets
|
|
93,438
|
|
|
94,214
|
|
||
Other assets
|
|
449
|
|
|
83,977
|
|
||
Inventories and balance of systems parts
|
|
75,120
|
|
|
(280,027
|
)
|
||
Project assets and deferred project costs
|
|
(670,456
|
)
|
|
82,412
|
|
||
Accounts payable
|
|
(129,314
|
)
|
|
28,018
|
|
||
Income taxes payable
|
|
28,256
|
|
|
37,959
|
|
||
Accrued expenses and other liabilities
|
|
350,203
|
|
|
132,350
|
|
||
Accrued solar module collection and recycling liability
|
|
36,035
|
|
|
18,927
|
|
||
Total adjustments
|
|
196,088
|
|
|
750,768
|
|
||
Net cash provided by operating activities
|
|
$
|
288,828
|
|
|
$
|
412,335
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||||||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
|
Components
|
|
Systems
|
|
Total
|
||||||||||||
Net sales
|
|
$
|
192,908
|
|
|
$
|
326,852
|
|
|
$
|
519,760
|
|
|
$
|
287,681
|
|
|
$
|
669,651
|
|
|
$
|
957,332
|
|
Gross profit
|
|
$
|
(8,193
|
)
|
|
$
|
148,291
|
|
|
$
|
140,098
|
|
|
$
|
(10,352
|
)
|
|
$
|
254,093
|
|
|
$
|
243,741
|
|
(Loss) income before income taxes
|
|
$
|
(67,348
|
)
|
|
$
|
108,410
|
|
|
$
|
41,062
|
|
|
$
|
(92,917
|
)
|
|
$
|
228,264
|
|
|
$
|
135,347
|
|
Goodwill
|
|
$
|
6,097
|
|
|
$
|
68,833
|
|
|
$
|
74,930
|
|
|
$
|
—
|
|
|
$
|
65,444
|
|
|
$
|
65,444
|
|
Total assets
|
|
$
|
4,140,842
|
|
|
$
|
2,727,284
|
|
|
$
|
6,868,126
|
|
|
$
|
3,565,152
|
|
|
$
|
1,922,182
|
|
|
$
|
5,487,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||||||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
|
Components
|
|
Systems
|
|
Total
|
||||||||||||
Net sales
|
|
$
|
549,504
|
|
|
$
|
725,461
|
|
|
$
|
1,274,965
|
|
|
$
|
455,811
|
|
|
$
|
998,576
|
|
|
$
|
1,454,387
|
|
Gross profit
|
|
$
|
3,416
|
|
|
$
|
306,008
|
|
|
$
|
309,424
|
|
|
$
|
(32,811
|
)
|
|
$
|
353,297
|
|
|
$
|
320,486
|
|
(Loss) income before income taxes
|
|
$
|
(116,886
|
)
|
|
$
|
224,137
|
|
|
$
|
107,251
|
|
|
$
|
(606,371
|
)
|
|
$
|
285,232
|
|
|
$
|
(321,139
|
)
|
Goodwill
|
|
$
|
6,097
|
|
|
$
|
68,833
|
|
|
$
|
74,930
|
|
|
$
|
—
|
|
|
$
|
65,444
|
|
|
$
|
65,444
|
|
Total assets
|
|
$
|
4,140,842
|
|
|
$
|
2,727,284
|
|
|
$
|
6,868,126
|
|
|
$
|
3,565,152
|
|
|
$
|
1,922,182
|
|
|
$
|
5,487,334
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
Solar module revenue
|
|
$
|
81,304
|
|
|
$
|
54,598
|
|
|
$
|
274,554
|
|
|
$
|
122,007
|
|
Solar power system revenue
|
|
438,456
|
|
|
902,734
|
|
|
1,000,411
|
|
|
1,332,380
|
|
||||
Net sales
|
|
$
|
519,760
|
|
|
$
|
957,332
|
|
|
$
|
1,274,965
|
|
|
$
|
1,454,387
|
|
•
|
During project development, we obtain land and land rights for the development of PV solar power systems 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”) or similar structures are in place, manage the interconnection and transmission process, negotiate agreements to interconnect the systems to the electricity grid, and obtain the permits which are required prior to the construction of the PV solar power systems, including applicable environmental and land use permits. We also buy projects in various stages of development and continue developing those projects with system designs incorporating our own modules. We sell developed PV solar power systems 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.
|
•
|
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, 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
|
•
|
We have a comprehensive O&M service offering with multiple PV solar power systems in operation. Utilizing a state of the art Global Operations Center, located in Mesa, Arizona, our team of O&M experts provide comprehensive 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.
|
•
|
Our project finance group is primarily responsible for negotiating and executing the sale of PV solar power 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.
|
Project/Location
|
Project Size in MW AC (1)
|
Power Purchase Agreement (“PPA”)
|
Third Party Owner/Purchaser
|
Expected Year Revenue Recognition Will Be Completed By
|
|
Topaz, California
|
550
|
|
PG&E
|
MidAmerican
|
2014
|
Desert Sunlight, California
|
550
|
|
PG&E / SCE
|
NextEra / GE / Sumitomo
|
2014
|
Agua Caliente, Arizona
|
290
|
|
PG&E
|
NRG / MidAmerican
|
2013
|
AVSR, California
|
230
|
|
PG&E
|
Exelon
|
2013/2014
|
AGL, Australia
|
155
|
|
AGL
|
AGL (2) (7)
|
2015
|
Campo Verde, California
|
139
|
|
SDG&E
|
Southern
|
2013
|
Imperial Energy Center South, California
|
130
|
|
SDG&E
|
Tenaska (2)
|
2013
|
Copper Mountain 2, Nevada
|
58
|
|
PG&E
|
Sempra (2)
|
2015(3)
|
Amherstburg 1, Belmont, and Walpole (“ABW”), Ontario, Canada
|
50
|
|
OPA (5)
|
GE/ Alterra
|
2013
|
PNM2, New Mexico
|
22
|
|
UOG(4)
|
PNM(2)
|
2013
|
DEWA, UAE
|
13
|
|
DEWA
|
DEWA(2)
|
2013
|
Total
|
2,187
|
|
|
|
|
Project/Location
|
Project Size in MW AC (1)
|
Power Purchase Agreement (PPA)
|
Expected Year Revenue Recognition Will Be Completed By
|
|
Solar Gen 2, California
|
150
|
|
SDG&E
|
2014
|
Macho Springs, New Mexico
|
50
|
|
El Paso Electric
|
2014
|
Lost Hills, California
|
32
|
|
PG&E
|
2015 (8)
|
Maryland Solar, Maryland
|
20
|
|
FE Solutions
|
2013
|
Total
|
252
|
|
|
|
Project/Location
|
Project Size in MW AC (1)
|
Power Purchase Agreement (“PPA”)
|
Expected Year Revenue Recognition Will Be Completed By
|
|
Stateline, California
|
300
|
|
SCE
|
2016
|
Silver State South, Nevada
|
250
|
|
SCE
|
2016
|
North Star, California
|
60
|
|
PG&E
|
2015
|
Cuyama, California
|
40
|
|
PG&E
|
2015/2016 (6)
|
PNM3, New Mexico
|
23
|
|
UOG (2) (4)
|
2014
|
Total
|
673
|
|
|
|
(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 to 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)
|
PPA term does not begin until 2019
|
(7)
|
First Solar will own five percent of projects
|
(8)
|
Project has short-term PPA that begins in 2015 with PG&E PPA beginning in 2019
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
June 30,
2013 |
|
June 30,
2012 |
|
June 30,
2013 |
|
June 30,
2012 |
||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
73.0
|
%
|
|
74.5
|
%
|
|
75.7
|
%
|
|
78.0
|
%
|
Gross profit
|
|
27.0
|
%
|
|
25.5
|
%
|
|
24.3
|
%
|
|
22.0
|
%
|
Research and development
|
|
6.0
|
%
|
|
3.4
|
%
|
|
4.8
|
%
|
|
4.7
|
%
|
Selling, general and administrative
|
|
12.7
|
%
|
|
5.5
|
%
|
|
11.0
|
%
|
|
9.9
|
%
|
Production start-up
|
|
0.3
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
|
0.3
|
%
|
Restructuring
|
|
0.5
|
%
|
|
2.0
|
%
|
|
0.4
|
%
|
|
28.9
|
%
|
Operating income (loss)
|
|
7.5
|
%
|
|
14.6
|
%
|
|
7.9
|
%
|
|
(21.8
|
)%
|
Foreign currency (loss) gain
|
|
(0.2
|
)%
|
|
0.1
|
%
|
|
—
|
%
|
|
—
|
%
|
Interest income
|
|
0.7
|
%
|
|
0.4
|
%
|
|
0.7
|
%
|
|
0.4
|
%
|
Interest expense, net
|
|
(0.2
|
)%
|
|
(0.8
|
)%
|
|
(0.1
|
)%
|
|
(0.6
|
)%
|
Other income (expense), net
|
|
0.1
|
%
|
|
(0.1
|
)%
|
|
—
|
%
|
|
(0.2
|
)%
|
Income tax expense
|
|
1.4
|
%
|
|
2.5
|
%
|
|
1.1
|
%
|
|
1.2
|
%
|
Net income (loss)
|
|
6.5
|
%
|
|
11.6
|
%
|
|
7.3
|
%
|
|
(23.3
|
)%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
Solar module revenue
|
|
$
|
81,304
|
|
|
$
|
54,598
|
|
|
$
|
274,554
|
|
|
$
|
122,007
|
|
Solar power system revenue
|
|
438,456
|
|
|
902,734
|
|
|
1,000,411
|
|
|
1,332,380
|
|
||||
Net sales
|
|
$
|
519,760
|
|
|
$
|
957,332
|
|
|
$
|
1,274,965
|
|
|
$
|
1,454,387
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
192,908
|
|
|
$
|
287,681
|
|
|
$
|
(94,773
|
)
|
|
(33
|
)%
|
Systems
|
|
326,852
|
|
|
669,651
|
|
|
(342,799
|
)
|
|
(51
|
)%
|
|||
Total Net sales
|
|
$
|
519,760
|
|
|
$
|
957,332
|
|
|
$
|
(437,572
|
)
|
|
(46
|
)%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
201,101
|
|
|
$
|
298,033
|
|
|
$
|
(96,932
|
)
|
|
(33
|
)%
|
Systems
|
|
178,561
|
|
|
415,558
|
|
|
(236,997
|
)
|
|
(57
|
)%
|
|||
Total Cost of Sales
|
|
$
|
379,662
|
|
|
$
|
713,591
|
|
|
$
|
(333,929
|
)
|
|
(47
|
)%
|
% of net sales
|
|
73.0
|
%
|
|
74.5
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Gross profit
|
|
$
|
140,098
|
|
|
$
|
243,741
|
|
|
$
|
(103,643
|
)
|
|
(43
|
)%
|
% of net sales
|
|
27.0
|
%
|
|
25.5
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Research and development
|
|
$
|
30,964
|
|
|
$
|
32,365
|
|
|
$
|
(1,401
|
)
|
|
(4
|
)%
|
% of net sales
|
|
6.0
|
%
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Selling, general and administrative
|
|
$
|
66,265
|
|
|
$
|
52,184
|
|
|
$
|
14,081
|
|
|
27
|
%
|
% of net sales
|
|
12.7
|
%
|
|
5.5
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Production start-up
|
|
$
|
1,392
|
|
|
$
|
533
|
|
|
$
|
859
|
|
|
161
|
%
|
% of net sales
|
|
0.3
|
%
|
|
0.1
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Restructuring
|
|
$
|
2,381
|
|
|
$
|
19,000
|
|
|
$
|
(16,619
|
)
|
|
(87
|
)%
|
% of net sales
|
|
0.5
|
%
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Foreign currency (loss) gain
|
|
$
|
(1,068
|
)
|
|
$
|
1,015
|
|
|
$
|
(2,083
|
)
|
|
205
|
%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Interest income
|
|
$
|
3,405
|
|
|
$
|
3,379
|
|
|
$
|
26
|
|
|
1
|
%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Interest expense, net
|
|
$
|
(875
|
)
|
|
$
|
(7,372
|
)
|
|
$
|
6,497
|
|
|
(88
|
)%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Other income (expense), net
|
|
$
|
504
|
|
|
$
|
(1,334
|
)
|
|
$
|
1,838
|
|
|
(138
|
)%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
(67,348
|
)
|
|
$
|
(92,917
|
)
|
|
$
|
25,569
|
|
|
(28
|
)%
|
Systems
|
|
108,410
|
|
|
228,264
|
|
|
(119,854
|
)
|
|
(53
|
)%
|
|||
Total income (loss) before income taxes
|
|
$
|
41,062
|
|
|
$
|
135,347
|
|
|
$
|
(94,285
|
)
|
|
(70
|
)%
|
|
|
Three Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Three Month Period Change
|
|||||||||
Income tax expense
|
|
$
|
7,464
|
|
|
$
|
24,364
|
|
|
$
|
(16,900
|
)
|
|
(69
|
)%
|
Effective tax rate
|
|
18.2
|
%
|
|
18.0
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
549,504
|
|
|
$
|
455,811
|
|
|
$
|
93,693
|
|
|
21
|
%
|
Systems
|
|
725,461
|
|
|
998,576
|
|
|
(273,115
|
)
|
|
(27
|
)%
|
|||
Total Net sales
|
|
$
|
1,274,965
|
|
|
$
|
1,454,387
|
|
|
$
|
(179,422
|
)
|
|
(12
|
)%
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Cost of Sales
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
546,088
|
|
|
$
|
488,622
|
|
|
$
|
57,466
|
|
|
12
|
%
|
Systems
|
|
419,453
|
|
|
645,279
|
|
|
(225,826
|
)
|
|
(35
|
)%
|
|||
Total Cost of Sales
|
|
$
|
965,541
|
|
|
$
|
1,133,901
|
|
|
$
|
(168,360
|
)
|
|
(15
|
)%
|
% of net sales
|
|
75.7
|
%
|
|
78.0
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Gross profit
|
|
$
|
309,424
|
|
|
$
|
320,486
|
|
|
$
|
(11,062
|
)
|
|
(3
|
)%
|
% of net sales
|
|
24.3
|
%
|
|
22.0
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Research and development
|
|
$
|
60,895
|
|
|
$
|
68,449
|
|
|
$
|
(7,554
|
)
|
|
(11
|
)%
|
% of net sales
|
|
4.8
|
%
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Selling, general and administrative
|
|
$
|
140,730
|
|
|
$
|
144,004
|
|
|
$
|
(3,274
|
)
|
|
(2
|
)%
|
% of net sales
|
|
11.0
|
%
|
|
9.9
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Production start-up
|
|
$
|
2,768
|
|
|
$
|
4,591
|
|
|
$
|
(1,823
|
)
|
|
(40
|
)%
|
% of net sales
|
|
0.2
|
%
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Restructuring
|
|
$
|
4,728
|
|
|
$
|
420,065
|
|
|
$
|
(415,337
|
)
|
|
(99
|
)%
|
% of net sales
|
|
0.4
|
%
|
|
28.9
|
%
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Foreign currency (loss) gain
|
|
$
|
550
|
|
|
$
|
31
|
|
|
$
|
519
|
|
|
1,674
|
%
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Interest income
|
|
$
|
8,352
|
|
|
$
|
6,290
|
|
|
$
|
2,062
|
|
|
33
|
%
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Interest expense, net
|
|
$
|
(1,625
|
)
|
|
$
|
(8,292
|
)
|
|
$
|
6,667
|
|
|
(80
|
)%
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Other income (expense), net
|
|
$
|
(329
|
)
|
|
$
|
(2,545
|
)
|
|
$
|
2,216
|
|
|
(87
|
)%
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Income (loss) before income taxes
|
|
|
|
|
|
|
|
|
|||||||
Components
|
|
$
|
(116,886
|
)
|
|
$
|
(606,371
|
)
|
|
$
|
489,485
|
|
|
(81
|
)%
|
Systems
|
|
224,137
|
|
|
285,232
|
|
|
(61,095
|
)
|
|
(21
|
)%
|
|||
Total income (loss) before income taxes
|
|
$
|
107,251
|
|
|
$
|
(321,139
|
)
|
|
$
|
428,390
|
|
|
(133
|
)%
|
|
|
Six Months Ended
|
|
|
|||||||||||
(Dollars in thousands)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Six Month Period Change
|
|||||||||
Income tax expense
|
|
$
|
14,511
|
|
|
$
|
17,294
|
|
|
$
|
(2,783
|
)
|
|
(16
|
)%
|
Effective tax rate
|
|
13.5
|
%
|
|
(5.4
|
)%
|
|
|
|
|
|
|
•
|
The amount of accounts receivable, unbilled as of
June 30, 2013
was
$222.6 million
and primarily represented revenues recognized on the construction work performed on systems projects in advance of billing 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 twelve months. Additionally, as of
June 30, 2013
, we had
$237.8 million
of current and
$237.6 million
of noncurrent retainage, 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 costs already incurred and construction work already performed.
|
•
|
The amount of finished goods inventory (“solar module inventory”) and BoS parts as of
June 30, 2013
was
$406.6 million
. As we continue with the construction of our advanced-stage 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 manufacture modules or acquire the necessary BoS parts 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 balance sheet date, our solar module inventory represents solar modules that will be installed in our advanced-stage project pipeline or that we expect to sell to third parties.
|
•
|
We expect to commit working capital during the remainder of 2013 and beyond to acquire solar power projects in various stages of development including advance-stage projects with PPAs and continue developing those projects as necessary. Depending upon the size and stage of development, costs to acquire such solar power projects could be significant. When evaluating project acquisition opportunities, we consider both the strategic and financial benefits of any such acquisitions.
|
•
|
In connection with the execution of our LTSP, 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. Many of these business arrangements are expected to involve a significant cash investment or other allocation of working capital that could reduce our liquidity or requires us to pursue additional sources of financing, assuming such sources are available to us.
Additionally, in order to execute our LTSP in such markets, we have elected, and may in the future elect or be required to temporarily retain a minority or non-controlling ownership interest in the underlying systems projects we develop, supply modules to, 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 initiatives are expected to result in total remaining cash payments of up to $13 million. Such cash payments are primarily related to severance costs for reductions in force as a result of such restructuring initiatives.
|
•
|
In connection with our LTSP, we may elect to undertake future restructuring actions as we continue to align our manufacturing production capacity with market demand, evaluate our cost structure and identify potential cost savings opportunities, and focus our resources on developing target sustainable markets. We may in the future incur additional restructuring costs, which may be significant (including potentially the repayment of debt facilities and other amounts,
|
•
|
During the remainder of 2013, we expect to spend up to
$230 million
for capital expenditures, primarily related to expenditures for improvements and enhancements to existing machinery and equipment, which we believe will increase our solar module efficiencies. A majority of our remaining capital expenditures for 2013 will be incurred 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 rescind the sale of 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 rescind the sale of 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 payments. If we are required to rescind the sale of 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 rescission impacts the project’s marketability or related tax benefits. Our liquidity may also be impacted as the time between the rescission of the sale for a project and the potential sale of such project could take several months. Alternatively, we may determine that the most economically attractive solution for any such project is for us to own and operate the project, which would have a longer term impact on our liquidity compared to the sale of a project.
|
|
|
Six Months Ended
|
||||||
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Net cash provided by operating activities
|
|
$
|
288,828
|
|
|
$
|
412,335
|
|
Net cash used in investing activities
|
|
(437,620
|
)
|
|
(301,303
|
)
|
||
Net cash provided by (used in) financing activities
|
|
177,221
|
|
|
(85,906
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,066
|
)
|
|
(505
|
)
|
||
Net increase in cash and cash equivalents
|
|
$
|
27,363
|
|
|
$
|
24,621
|
|
Exhibit Number
|
Exhibit Description
|
4.1
|
Second Amendment to the Malaysian Euro Facility Agreement
|
10.1
|
Amendment to Change in Control Severance Agreement
|
31.01
|
Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.02
|
Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.01*
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
FIRST SOLAR, INC.
|
By: /s/ MARK R. WIDMAR
|
Mark R. Widmar
|
Principal Accounting Officer
|
Original
Lenders
|
Commerzbank
Aktiengesellschaft
|
Natixis
Zweigniederlassung
Deutschland
|
Total
|
Commitment
in respect of
|
EUR 40,000,000.00
|
EUR 20,000,000.00
|
EUR 60,000,000.00
|
Facility I
|
EUR 18,119,067.33
|
EUR 9,059,533.67
|
EUR 27,178,601.00
|
Facility II
|
EUR 21,290,621.33
|
EUR 10,645,310.67
|
EUR 31,935,932.00
|
Facility III
|
EUR 590,311.34
|
EUR 295,155.66
|
EUR 885,467.00
|
/s/ David Brady
|
Name: David Brady
|
/s/ Andreas Kappenberg
|
|
/s/ Anton Rotenhan
|
Name: Andreas Kappenberg
|
|
Name: Anton Rotenhan
|
/s/ Gerald Kolodziej
|
|
/s/
Jörn
Tschentscher
|
Name: Gerald Kolodziej
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Name:
Jörn
Tschentscher
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/s/ Erik Mehdorn
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/s/ Eva Gottschalk-Schmitt
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Name: Erik Mehdorn
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Name: Eva Gottschalk-Schmitt
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/s/ Michael Brüggemann
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/s/ Julia Friske
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Name: Michael Brüggemann
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Name: Julia Friske
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/s/ David Brady
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Name: David Brady
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1.
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Notwithstanding the definition of “Change in Control” provided in the CIC Agreement, the occurrence of any of the events specified in such definition shall only constitute a “Change in Control” for purposes of the CIC Agreement if such event constitutes, as applicable, a change in ownership or effective control of a corporation or a change in ownership of a substantial portion of the assets of a corporation within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
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2.
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Notwithstanding Section 4(a)(i) and 4(a)(iii) of the CIC Agreement, in the event of a Qualifying Termination described in clause (iii) of the definition thereof (i.e., certain terminations without Cause prior to a Change in Control), (A) the severance payment described in Section 4(a)(i) of the CIC Agreement shall be reduced by the aggregate amount of any Severance Payments (within the meaning of the Employment Agreement) paid or payable to the Executive pursuant to the Employment Agreement (for the avoidance of doubt, nothing herein or in the CIC Agreement shall waive or alter the payment terms of any Severance Payments payable pursuant to the Employment Agreement) and (B) the 18-month period described in Section 4(a)(iii) shall be reduced by the period of time that the Executive receives any benefits pursuant to Section 1.5(c) of the Employment Agreement.
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3.
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To the extent required by Section 409A, any payment or benefit pursuant to the CIC Agreement that would be considered deferred compensation subject to, and not exempt from, Section 409A, payable or provided upon a termination of the Executive's employment shall only be paid or provided to the Executive upon the Executive's separation from service (within the meaning of Section 409A).
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4.
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Except as provided above, the CIC Agreement shall remain in full force and effect.
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by:
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Name: Carol Campbell
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Title: EVP, Human Resources
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[NAME]
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1
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I have reviewed the
Quarterly
Report on Form
10-Q
of First Solar, Inc., a Delaware corporation, for the period ended
June 30, 2013
, as filed with the Securities and Exchange Commission;
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2
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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;
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3
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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;
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4
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5
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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):
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(a)
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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
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(b)
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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.
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Date:
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August 7, 2013
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/s/ JAMES A. HUGHES
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James A. Hughes
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Chief Executive Officer
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1
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I have reviewed the
Quarterly
Report on Form
10-Q
of First Solar, Inc., a Delaware corporation, for the period ended
June 30, 2013
, as filed with the Securities and Exchange Commission;
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2
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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;
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3
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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;
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4
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5
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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):
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(a)
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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
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(b)
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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.
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Date:
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August 7, 2013
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/s/ MARK R. WIDMAR
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Mark R. Widmar
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Chief Financial Officer
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(1
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)
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the quarterly report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2
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)
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the information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of First Solar, Inc. for the periods presented therein.
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|||||||
Date:
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August 7, 2013
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/s/ JAMES A. HUGHES
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James A. Hughes
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Chief Executive Officer
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|||||||
Date:
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August 7, 2013
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/s/ MARK R. WIDMAR
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Mark R. Widmar
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Chief Financial Officer
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