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[x]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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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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Title of each class
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Name of each exchange on which registered
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Common stock, $0.001 par value
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The NASDAQ Stock Market LLC
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Large accelerated filer [x]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting company)
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Page
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PART I
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Item 1:
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Item 1A:
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Item 1B:
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Item 2:
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Item 3:
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Item 4:
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PART II
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Item 5:
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Item 6:
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Item 7:
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Item 7A:
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Item 8:
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Item 9:
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Item 9A:
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Item 9B:
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PART III
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Item 10:
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Item 11:
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Item 12:
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Item 13:
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Item 14:
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PART IV
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Item 15:
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structural imbalances in global supply and demand for photovoltaic (“PV”) modules;
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the market for renewable energy, including solar energy;
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reduction, elimination, or expiration of government subsidies and support programs for solar energy projects;
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our ability to execute on our Long Term Strategic Plan;
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interest rate fluctuations and both our and our customers’ ability to secure financing;
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our ability to execute on our solar module and BoS cost reduction roadmaps;
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our ability to attract new customers and to develop and maintain existing customer and supplier relationships;
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changes in, or the failure to comply with, government regulations and environmental, health and safety requirements;
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our competitive position and other key competitive factors;
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environmental responsibility, including with respect to cadmium telluride and other semiconductor materials;
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claims under our limited warranty obligations;
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future collection and recycling costs for solar modules covered by our module collection and recycling program;
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our ability to protect our intellectual property;
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our ability to prevent and/or minimize the impact of cyber attacks or other breaches of our information systems;
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our continued investment in research and development;
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the supply and price of components and raw materials, including cadmium telluride;
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our ability to successfully develop and complete our systems business projects;
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our ability to attract and retain key executive officers and associates;
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general economic and business conditions, including those influenced by international and geopolitical events; and
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all other matters discussed in Item 1A: “Risk Factors,” and elsewhere in this Annual Report on Form 10-K.
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First Solar is vertically integrated across substantially the entire solar value chain. Many of the efficiencies, cost reductions, and capabilities that we deliver to our customers are not easily replicable for other industry participants that are not similarly vertically integrated. The First Solar model offers PV solar energy solutions that benefit from our capabilities, including: project development; engineering and plant optimization; grid integration and plant control systems; advanced PV modules; trackers and fixed mounting systems; procurement and construction consulting; and operations and maintenance services.
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First Solar systems deliver solar energy that is cost competitive with certain conventional energy sources, depending on the location and application. Our solutions diversify the energy portfolio and reduce the risk of fuel-price volatility, while delivering an LCOE that is cost competitive in some circumstances with electricity generated from fossil fuels. With the absence of commodity price risk, solar energy has a meaningful value proposition, including a long-term fixed price with relatively low operating costs and reliable energy. When compared to the price of power derived from a conventional source of energy, a fixed price cannot be achieved unless the cost of hedging is included. Hedging costs of a commodity such as natural gas, along with the costs of credit support required for a long-term hedge, can significantly increase conventional energy costs.
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First Solar’s bankability and financial credibility enable us to offer meaningful module and system warranties after installation, which provide us with a competitive advantage relative to some of our peers in the solar sector in the context of project financing.
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We offer one of the most bankable utility-scale solar energy solutions in the world. With our proven experience, financial stability, and ability to maximize the use of our leading technology in debt-financed projects, our bankable energy solutions provide access to capital and relatively low-cost financing to leading utilities and energy investors.
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First Solar has developed advanced grid integration technology, which provides PV plants the ability to actively stabilize the electricity grid and operate more like traditional electricity generation plants. Advanced plant features of our grid integration systems include the ability to regulate voltage, curtail active power when necessary, limit the rate of change of power, prevent trips during faults and disturbances, and react to changes in grid frequency.
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First Solar has made significant improvements to BoS components to optimize the entire PV power plant and reduce lifecycle costs. Our proprietary data acquisition, plant control, and mounting systems are examples of plant optimizing technologies that enable us to provide reliable and predictable solar energy, increased energy yields and system availabilities, faster construction velocities, and a lower LCOE. Additionally, our advanced plant controls enable seamless integration of our utility-scale solar plants onto the electricity grid, providing vital grid support services such as voltage and power factor regulation, active and reactive power control, ramp rate control, frequency regulation, and fault ride-through.
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We invest significant resources in research and development (“R&D”), both at the module and system level. First Solar’s R&D model differentiates us from much of our competition due to its vertical integration, from advanced research to product development, manufacturing, and applications. Our module conversion efficiency has improved on average more than
half a percent
every year for the last
ten
years. First Solar has recently achieved
two
new world records for cadmium telluride (“CdTe”) PV efficiency, achieving an independently certified research cell efficiency of
22.1%
and a full area module efficiency of
18.2%
. Our module R&D efforts are being focused on continually improving the energy density of our modules and otherwise driving improvements in the lifetime energy production of our modules while simultaneously integrating our module and BoS offerings for cost effective, productive, and reliable PV power plants.
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In many climates, First Solar’s CdTe modules provide a significant energy yield advantage over conventional crystalline silicon solar modules of equivalent efficiency rating. For example, in humid climates, our CdTe modules provide a superior spectral response, and in hot climates, our CdTe modules provide a superior temperature coefficient. As a result, at temperatures above 25°C (standard test conditions), our CdTe modules produce more energy than competing conventional crystalline silicon solar modules with an equivalent efficiency rating. This advantage provides stronger system performance in high temperature climates, which is particularly advantageous as the vast majority of a system’s generation, on average (in typical high insolation climates), occurs when module temperatures are above 25°C. As a result, our PV solar power systems can produce more annual energy at a lower LCOE than competing systems with the same nameplate capacity.
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First Solar CdTe PV modules are manufactured in a high-throughput, automated environment that integrates all manufacturing steps into a continuous flow line. At the outset, a sheet of glass enters the production line, and in less than
2.5
hours it is transformed into a complete PV module, which is flash tested, boxed, and ready for shipment. We currently have
30
manufacturing lines worldwide and
2.8 GW
of annualized manufacturing capacity. Each line is currently capable of producing approximately 2,500 modules per day; totaling approximately 71,600 modules each day across
30
lines. About every second, a completed PV module rolls off a First Solar manufacturing line somewhere in the world. With expected increases in module efficiency as per our roadmap, our capacity has a potential to scale up to approximately 3.1 GW in 2017 based on the 30 existing lines. In addition, our stored manufacturing equipment includes up to 8 lines either from our former German factories or from manufacturing facilities that we put on hold with capacity of up to approximately 0.8 GW. As a result, our total available manufacturing capacity includes up to 3.9 GW of either installed or stored capacity that can be readily installed and deployed in production and become a significant enabler of our future growth. In January 2015, we marked a new milestone by achieving over 10 GW of solar capacity installed globally using our CdTe PV modules manufactured to date, making us the first thin-film PV module manufacturer in the world to achieve this milestone.
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O&M is a key driver for power plants to deliver on their projected revenues. By leveraging our extensive experience in plant optimization and advanced diagnostics, we have developed one of the most advanced O&M programs in the industry. With more than 5.6 GW DC of utility-scale PV plants under the O&M program, we maintain a fleet average system availability greater than 99.5%. Our experienced O&M staff enhances the probability that our customers’ power plants produce the energy predicted in their energy model. Our products and services are engineered to maximize energy output and revenue for our customers while significantly reducing their unplanned maintenance costs. Plant owners benefit from predictable expenses over the life of the contract and reduced risk of energy loss. Our goal is to optimize our customers’ power plants to generate the maximum amount of energy and revenue under their respective power purchase agreements
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We manage, as owner or partial owner, project assets to preserve and enhance shareholder value. We provide seamless management of projects from initial land development through construction, commissioning, and operation bringing to bear all of our experience in each of these phases.
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Utility-Scale Power Plant
. We have extensive, proven experience in delivering reliable grid-connected bulk power systems for utility-scale generation. First Solar’s grid-connected PV solar power systems diversify the energy portfolio, reduce fossil-fuel consumption, reduce the risk of fuel price volatility, and save costs, proving that centralized solar generation can deliver reliable and affordable solar electricity to the grid in many places around the world. Benefits of our grid-connected bulk power system solutions include reduction of fuel imports and improvements in energy security; diversification of the energy portfolio and reductions of risk related to fuel-price volatility; enhanced peaking generation and faster time-to-power; improved grid reliability and stability with advanced PV plant controls; and managed PV variability through accurate forecasting.
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Advanced PV Modules
. Our CdTe PV module outperforms conventional crystalline silicon solar modules with equal power rating due in part to superior spectral response and temperature coefficient in many climates. At temperatures above 25°C, First Solar modules produce more energy than conventional crystalline silicon solar modules with equal nameplate efficiency ratings. Our TetraSun crystalline silicon module is designed for applications where space is at a premium or customers prefer a high power density solution. With a proprietary cell architecture, our crystalline silicon modules offer one of the industry’s highest power ratings and conversion efficiencies and lowest temperature coefficients, resulting in high energy density in space-constrained installations.
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Module Plus.
With module plus, we have further enhanced the performance of our industry-leading PV solutions by improving the process of purchasing an integrated module and mounting system. Module plus features the reliability of our advanced thin-film PV modules, paired with a range of specially designed mounting systems that are optimized for accelerated installation and maximum energy return. Accordingly, our module plus customers have access to our advanced PV modules and portfolio of additional system components by leveraging our global supplier network to streamline project logistics and minimize risks through a single system component supplier.
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Commercial and Industrial
. We are in the process of developing system solutions for commercial and industrial applications. We believe the wholesale commercial and industrial market, while in its early stages, is a promising opportunity for First Solar, given our large-scale PV system expertise. A recent example is our announcement in February 2015 that Apple Inc. had committed to purchase electricity from our California Flats solar project under construction in Monterey County, California. Apple will receive electricity from 130 MW AC of the project under a 25-year power purchase agreement, the largest agreement in the industry to provide clean energy to a commercial end user.
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Community Solar.
Our community solar offering addresses the residential and small business sectors, providing a broad range of customers access to competitively priced solar energy regardless of the suitability of their rooftops. Community solar utilizes relatively small ground-mounted installations that provide clean energy to utilities, which then offer consumers the ability to buy into a specific community installation and benefit from the solar power generated by that resource. First Solar’s expertise in utility-scale generation and module technology, paired with the community solar experience of our partner Clean Energy Collective, allows residential power consumers to “go solar,” including those who live in apartment buildings or whose home rooftops cannot accommodate solar panels. We are currently working with strategic partners to develop a commercially scalable community solar offering.
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Project Development
. During project development, we obtain land and land rights for the development of PV solar power systems incorporating our modules, negotiate long-term PPAs 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 that are required prior to the construction of 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 utilities, independent power producers, commercial and industrial companies, and other system owners, such as investors who are looking for long-term investment vehicles that are expected to generate consistent returns.
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EPC Services
. 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 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 providing engineering design and procurement of BoS parts (“EP” services) for a third-party constructing a PV solar power system.
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O&M Services
. We have a comprehensive O&M service offering covering more than 5.6 GW DC of utility-scale PV solar power systems. Utilizing a state of the art Global Operations Center, our team of O&M experts provide a variety of services to optimize system performance and comply with PPAs, other agreements, and regulations. We offer our O&M services to solar power plant owners that use either our solar modules or modules manufactured by other third-party manufacturers.
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Tracker and Other Balance of Systems
. BoS consists of all of the non-module components of the solar power plant. We sell certain components of the solar system including single-axis trackers, which are manufactured by a third-party using our proprietary technology. We offer several proprietary mounting solutions that have been custom-designed by First Solar engineers to integrate exclusively with our modules and reduce system costs. Project-specific factors such as the local irradiance, weather, soil, wind, and topography will dictate the optimal mounting solution for each project. With a single-axis tracker technology and multiple fixed mounting solutions to choose from, we offer a suite of mounting systems that have been engineered to maximize energy output, increase installation velocity, and reduce costs. Our proprietary tracker systems follow the sun throughout the day to maximize energy output and generate up to 25% more energy than fixed mounting systems. In addition, our vertical integration combined with partner collaboration has enabled us to continue to make system-level improvements, such as PV solar power systems combining our CdTe modules with 1500 volt inverter/transformer systems.
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United States.
Multiple PV markets in the United States, which accounted for
87%
of our
2015
net sales, exemplify several of the criteria critical for a sustainable solar market: (i) sizeable electricity demand, particularly around growing population centers and industrial areas, (ii) high existing power prices, and (iii) abundant solar resources. In those areas and applications in which these factors are more pronounced, our PV solar energy solutions compete favorably on an economic basis with more traditional forms of energy generation. The market penetration of PV solar is impacted by certain state and federal support programs, including the
30%
federal investment tax credit, as described under “Support Programs.” We have significant experience and a market leadership position in developing, engineering, constructing, and maintaining utility-scale power plants in the United States, particularly in California and other southwestern states,
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Chile.
Chile is a promising region for PV solar in that certain markets are characterized by abundant solar resources and potential demand in the form of mining or industrial activity. The Chilean government’s National Energy Strategy includes expansion of the country’s renewable energy capacity to
20%
of its total generated power by
2025
. Throughout
2015
, we continued construction of our
141
MW AC Luz del Norte PV solar power system located near Copiapó, Chile. Energy from the Luz del Norte system will be supplied into the Chilean Central Interconnected System, contributing significantly toward Chile’s renewable energy goal. Once completed, Luz del Norte will be one of the largest solar systems in the region. We also expect to participate in upcoming auctions for additional PPAs in the region.
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Other Americas.
We are developing our business in other countries in the Americas including Brazil, Mexico, and certain Central American countries.
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Europe
. While PV solar adoption in prior years was driven to a large degree by feed-in-tariffs and other incentive programs in Germany, France, Italy, and Spain, PV solar has entered its next phase in which growth will ultimately be determined by the degree to which PV solar energy solutions can compete economically with more traditional forms of electricity generation, particularly in areas with high prevailing electricity prices, strong electricity demand, and strong solar resources. In particular, Germany, France, and the Netherlands are all running tenders in which large-scale PV solar projects can bid for capacity.
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The Middle East.
The solar energy market potential in the Middle East continues to be driven by strong fundamentals, including attractive economics, abundant solar resources, and robust policy. The United Arab Emirates (“UAE”), Egypt, and Jordan are important markets for utility-scale solar with indications of future potential coming from Saudi Arabia, Oman, and Kuwait. The UAE, Egypt, and Jordan lead the region with policy mechanisms designed to ramp up the share of renewable energy in their generation portfolios. While their motives for investing in solar energy range from energy security to the diversification of their generation portfolios to the minimization of domestic consumption of hydrocarbons, the common factor is that the economics of PV solar have made it a compelling choice as a generation source.
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Africa
. Africa offers strong potential for PV solar, which can play a useful role in meeting the region’s varying energy needs. Our focus in the region is primarily the sale of modules and BoS components for utility-scale projects. In South Africa, the government is procuring bids under a competitive tender process in support of a target of procuring over
18
GW of renewable energy (wind, solar, etc.) by
2030
as part of South Africa’s Integrated Resource Plan of which over
9.4
GW was allocated to PV solar. Additionally, we are working with our channel partners, such as Caterpillar Inc., to provide hybrid diesel and/or PV solutions to the mining industry in the region. Whether mines are grid-connected or relying on diesel generators, solar energy, with its cost competitiveness and reliability, represents a meaningful value proposition for the industry. Deploying PV hybrid solutions that supplement existing power sources, such as the electricity grid or diesel generators, can help mining companies address their daytime electricity supply challenges, while minimizing costs and reducing environmental impacts.
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Australia.
Australia is a promising region for PV solar. The Australian PV solar market is expected to experience growth in
2016
after a pause in new development activity in
2014
and
2015
. In Australia, which accounted for approximately
5%
of our
2015
net sales, the solar industry was adversely impacted during
2014
and
2015
by regulatory uncertainty related to an extended review of the federal government’s national Renewable Energy Target (“RET”) and potential de-funding of the federal government’s Australia Renewable Energy Agency and Clean Energy Finance Corporation, which offer grant-based funding for PV solar projects in both grid-connected and off-grid applications. In June
2015
, the federal government announced a compromise position on the RET, setting a target of
33,000
gigawatt hours by
2020
. In addition to federal government support, numerous state and territory governments have announced their own support programs. In particular, the Australian Capital Territory announced a reverse auction for utility-scale PV projects, the Queensland government announced PPA support for up to
60
MW of utility-scale PV projects, and the Victorian government announced plans to support renewable energy. In
2015
, First Solar retained the title of Australia’s largest PV EPC and O&M company. First Solar also completed commissioning of the Nyngan and Broken Hill solar projects (
102
MW and
53
MW, respectively), which are the largest solar plants in Australia.
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Japan.
Japan has evolving electricity market characteristics, particularly after the 2011 Fukushima Daiichi nuclear disaster, which make it an attractive market for PV solar. One such characteristic is the announcement of new safety standards following the failure of the Fukushima Daiichi nuclear power station, which resulted in the idling of Japan’s nuclear reactors, which had historically generated nearly
30%
of the country’s electricity. Japan has few domestic fossil fuel resources and relies heavily on fossil fuel imports. Accordingly, the Japanese government has announced a long-term goal of dramatically increasing installed solar power capacity and has provided various incentives for solar power installations. As a result, strong solar demand is expected in Japan over the next several years.
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India.
There is significant potential for PV solar in India due to its growing energy needs, substantial population centers, lack of electrification to many parts of the country, high energy costs, strong irradiance, and aggressive renewable energy targets set by the government, which include increasing the country’s solar capacity to
100
GW by the year
2022
. To support this initiative, several key electricity regulations have been announced relating to ramping up renewable purchase obligations, implementing penal provisions for non-compliance with the obligations under the Indian Electricity Act, budgetary allocations under the Central Government for establishing the Green Transmission Corridor, and the creation of numerous solar parks in various states with dedicated transmission infrastructure to be installed by the government. In addition to these measures, the Central Government also introduced the Renewable Generation Obligations, which will mandate that all thermal power generators must implement new renewable energy generation capacity to match
10%
of their new thermal generation capacity. Overall, these policy and regulatory measures have been introduced with an objective of creating significant and sustained demand for PV solar in India. Accordingly, we are working to sell modules and develop utility-scale PV solar projects in India to address the energy and renewable purchase obligation needs of utilities and target the open access industrial and commercial power demand.
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Other APAC.
We are developing our business in other APAC countries including Indonesia, Malaysia, Thailand, and the Philippines. Each of these regions has one or more market characteristics or trends (such as an environment of declining fuel subsidies in Indonesia) which can make PV solar electricity attractive. In China, we continue to evaluate our options and remain committed to our presence, with the goal of developing sales opportunities in the market.
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Name
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Age
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Position
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James A. Hughes
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53
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Chief Executive Officer
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Mark R. Widmar
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50
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Chief Financial Officer
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Joseph G. Kishkill
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51
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President, International
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Georges Antoun
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53
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President, U.S.
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Philip Tymen deJong
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56
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Chief Operating Officer
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Raffi Garabedian
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49
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Chief Technology Officer
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Paul J. Kaleta
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60
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Executive Vice President & General Counsel
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Timothy Rebhorn
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54
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Executive Vice President, Corporate Development & Strategic Marketing
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Christopher R. Bueter
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52
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Executive Vice President, Human Resources
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cost-effectiveness of the electricity generated by PV solar power systems compared to conventional energy sources, such as natural gas and coal (which fuel sources may be subject to significant price fluctuations from time to time), and other non-solar renewable energy sources, such as wind;
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performance, reliability, and availability of energy generated by PV solar power systems compared to conventional and other non-solar renewable energy sources and products, particularly conventional energy generation capable of providing 24-hour, non-intermittent baseload power;
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success of other renewable energy generation technologies, such as hydroelectric, tidal, wind, geothermal, and biomass;
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fluctuations in economic and market conditions that affect the price of, and demand for, conventional and non-solar renewable energy sources, such as increases or decreases in the prices of natural gas, coal, oil, and other fossil fuels;
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fluctuations in capital expenditures by end-users of solar modules and systems which tend to decrease when the economy slows and when interest rates increase; and
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availability, substance, and magnitude of support programs including government targets, subsidies, incentives, and renewable portfolio standards to accelerate the development of the solar industry.
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difficulty in accurately prioritizing geographic markets which we can most effectively and profitably serve with our PV offerings, including miscalculations in overestimating or underestimating the addressable market demand;
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difficulty in overcoming the inertia involved in changing local electricity ecosystems as necessary to accommodate large-scale PV solar deployment and integration;
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protectionist or other adverse public policies in countries we operate in and/or are pursuing, including local content requirements or capital investment requirements;
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business climates, such as that in China, that may have the effect of putting foreign companies at a disadvantage relative to domestic companies;
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unstable economic, social, and/or operating environments in foreign jurisdictions, including social unrest, currency, inflation, and interest rate uncertainties;
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the possibility of applying an ineffective commercial approach to targeted markets, including product offerings that may not meet market needs;
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difficulty in generating sufficient sales volumes at economically sustainable profitability levels;
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difficulty in timely identifying, attracting, training, and retaining qualified sales, technical, and other personnel in geographies targeted for expansion;
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the possibility of having insufficient capital resources necessary to achieve an effective localized business presence in targeted jurisdictions;
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difficulty in maintaining proper controls and procedures as we expand our business operations both in terms of complexity and geographical reach, including transitioning certain business functions to low-cost geographies, with any material control failure potentially leading to reputational damage and loss of confidence in our financial reporting accuracy;
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difficulty in competing against companies who may have greater financial resources and/or a more effective or established localized business presence and/or an ability to operate with minimal or negative operating margins for sustained periods of time;
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difficulty in competing against companies who may gain in profitability and financial strength over time by successfully participating in the global rooftop PV solar market, which is a segment in which we do not have significant historical experience;
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difficulty in establishing and implementing a commercial and operational approach adequate to address the specific needs of the markets we are pursuing;
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difficulty in identifying the right local partners and developing any necessary partnerships with local businesses on commercially acceptable terms; and
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difficulty in balancing market demand and manufacturing production in an efficient and timely manner, potentially causing us to be manufacturing capacity constrained in some future periods or over-supplied in others.
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delays and cost overruns as a result of a number of factors, many of which may be beyond our control, such as our inability to secure successful contracts with equipment vendors;
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our custom-built equipment taking longer and costing more to manufacture than expected and not operating as designed;
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delays or denial of required approvals by relevant government authorities;
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being unable to hire qualified staff;
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failure to execute our expansion plans effectively;
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manufacturing concentration risk resulting from a majority of our production lines worldwide being located in one geographic area, Malaysia, and the possible inability to meet customer demand in the event of compromises to shipping processes, supply chain, or other aspects of such facility;
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difficulty in balancing market demand and manufacturing production in an efficient and timely manner, potentially causing us to be manufacturing capacity constrained in some future periods or over-supplied in others; and
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incurring manufacturing asset write-downs, write-offs, and other charges and costs, which may be significant, during those periods in which we idle, slow down, or shut down manufacturing capacity.
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difficulty in enforcing agreements in foreign legal systems;
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difficulty in forming appropriate legal entities to conduct business in foreign countries in the required time frame and the associated costs of forming those legal entities;
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varying degrees of protection afforded to foreign investments in the countries in which we operate, and irregular interpretations and enforcement of laws and regulations in these jurisdictions;
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foreign countries may impose additional income and withholding taxes or otherwise tax our foreign operations, impose tariffs, or adopt other restrictions on foreign trade and investment, including currency exchange controls;
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fluctuations in exchange rates may affect demand for our products and services and may adversely affect our profitability and cash flow in U.S. dollars to the extent that our equity investments, net sales, or our costs are denominated in a foreign currency and the cost associated with hedging the U.S. dollar equivalent of such exposures is prohibitive; the longer the duration of such foreign currency exposure, the greater the risk;
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anti-corruption compliance issues, including the costs related to the mitigation of such risk;
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inability to obtain, maintain, or enforce intellectual property rights;
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risk of nationalization or other expropriation of private enterprises;
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changes in general economic and political conditions in the countries in which we operate, including changes in government incentive provisions;
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unexpected adverse changes in foreign laws or regulatory requirements, including those with respect to environmental protection, export duties, and quotas;
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opaque approval processes in which the lack of transparency may cause delays and increase the uncertainty of project approvals;
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difficulty in staffing and managing widespread operations;
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difficulty in repatriating earnings;
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difficulty in negotiating a successful collective bargaining agreement in applicable foreign jurisdictions;
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trade barriers such as export requirements, tariffs, taxes, local content requirements, anti-dumping regulations and requirements, and other restrictions and expenses, which could increase the effective price of our solar modules and make us less competitive in some countries; and
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difficulty of, and costs relating to, compliance with the different commercial and legal requirements of the overseas countries in which we offer and sell our solar modules.
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obtaining financeable land rights, including land rights for the project site, transmission lines, and environmental mitigation;
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receipt from governmental agencies of required environmental, land-use, and construction permits and approvals;
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•
|
receipt of governmental approvals related to the presence of any protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources;
|
•
|
negotiation of development agreements, public benefit agreements, and other agreements to compensate local governments for project impacts;
|
•
|
negotiation of state and local tax abatement and incentive agreements;
|
•
|
receipt of rights to interconnect the project to the electric grid or to transmit energy;
|
•
|
negotiation of satisfactory EPC agreements;
|
•
|
entering into financeable arrangements for the purchase of the electrical output and renewable energy attributes generated by the project;
|
•
|
securing necessary rights of way for access and transmission lines;
|
•
|
securing necessary water rights for project construction and operation;
|
•
|
securing appropriate title coverage, including coverage for mineral rights, mechanics’ liens, etc.;
|
•
|
obtaining construction financing, including debt, equity, and funds associated with the monetization of tax credits and other tax benefits;
|
•
|
payment of PPA, interconnection, and other deposits (some of which are non-refundable); and
|
•
|
timely implementation and satisfactory completion of construction.
|
•
|
delays in obtaining and maintaining required governmental permits and approvals, including appeals of approvals obtained;
|
•
|
potential permit and litigation challenges from project stakeholders, including local residents, environmental organizations, labor organizations, tribes, and others who may oppose the project;
|
•
|
in connection with any such permit and litigation challenges, grants of injunctive relief to stop development and/or construction of a project;
|
•
|
discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites;
|
•
|
discovery of unknown title defects;
|
•
|
discovery of unknown environmental conditions;
|
•
|
unforeseen engineering problems;
|
•
|
construction delays and contractor performance shortfalls;
|
•
|
work stoppages;
|
•
|
cost over-runs;
|
•
|
labor, equipment, and materials supply shortages or disruptions;
|
•
|
cost or schedule impacts arising from changes in federal, state, or local land-use or regulatory policies;
|
•
|
changes in electric utility procurement practices;
|
•
|
risks arising from transmission grid congestion issues;
|
•
|
project delays that could adversely impact our ability to maintain interconnection rights;
|
•
|
additional complexities when conducting project development or construction activities in foreign jurisdictions (either on a stand-alone basis or in collaboration with local business partners), including operating in accordance with the U.S. Foreign Corrupt Practices Act and applicable local laws and customs;
|
•
|
unfavorable tax treatment;
|
•
|
adverse weather conditions;
|
•
|
water shortages;
|
•
|
adverse environmental and geological conditions; and
|
•
|
force majeure and other events out of our control.
|
•
|
difficulty in assimilating the operations and personnel of the acquired or partner company;
|
•
|
difficulty in effectively integrating the acquired products or technologies with our current products or technologies;
|
•
|
difficulty in achieving profitable commercial scale from acquired technologies;
|
•
|
difficulty in maintaining controls, procedures, and policies during the transition and integration;
|
•
|
disruption of our ongoing business and distraction of our management and associates from other opportunities and challenges due to integration issues;
|
•
|
difficulty integrating the acquired or partner company’s accounting, management information, and other administrative systems;
|
•
|
inability to retain key technical and managerial personnel of the acquired business;
|
•
|
inability to retain key customers, vendors, and other business partners of the acquired business;
|
•
|
inability to achieve the financial and strategic goals for the acquired and combined businesses, as a result of insufficient capital resources or otherwise;
|
•
|
incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;
|
•
|
potential impairment of our relationships with our associates, customers, partners, distributors, or third-party providers of products or technologies;
|
•
|
potential failure of the due diligence processes to identify significant issues with product quality, legal and financial liabilities, among other things;
|
•
|
potential inability to assert that internal controls over financial reporting are effective;
|
•
|
potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions; and
|
•
|
potential delay in customer purchasing decisions due to uncertainty about the direction of our product offerings.
|
•
|
incur additional debt, assume obligations in connection with letters of credit, or issue guarantees;
|
•
|
create liens;
|
•
|
enter into certain transactions with our affiliates;
|
•
|
sell certain assets; and
|
•
|
declare or pay dividends, make other distributions to stockholders, or make other restricted payments.
|
Nature
|
|
Primary Segment(s) Using Property
|
|
Location
|
|
Held
|
|
Major Encumbrances
|
Manufacturing Plant, Research and Development Facility, and Administrative Offices
|
|
Components
|
|
Perrysburg, Ohio, United States
|
|
Own
|
|
n/a
|
Manufacturing Plants and Administrative Offices
|
|
Components
|
|
Kulim, Kedah, Malaysia
|
|
Lease Land/Own Buildings
|
|
Malaysian Ringgit Facility Agreement (1)
|
Administrative Office
|
|
Components & Systems
|
|
Georgetown, Penang, Malaysia
|
|
Lease
|
|
n/a
|
Manufacturing Plants (2)
|
|
Components
|
|
Frankfurt/Oder, Germany
|
|
Own
|
|
n/a
|
Manufacturing Plant (3)
|
|
Components
|
|
Ho Chi Minh City, Vietnam
|
|
Lease Land/Own Building
|
|
n/a
|
Corporate Headquarters
|
|
Components & Systems
|
|
Tempe, Arizona, United States
|
|
Lease
|
|
n/a
|
Administrative Office
|
|
Components & Systems
|
|
Houston, Texas, United States
|
|
Lease
|
|
n/a
|
Administrative Office, Research and Development Facility
|
|
Systems
|
|
Bridgewater, New Jersey, United States
|
|
Lease
|
|
n/a
|
Administrative Office
|
|
Systems
|
|
San Francisco, California, United States
|
|
Lease
|
|
n/a
|
Research and Development Facility
|
|
Components & Systems
|
|
Santa Clara, California, United States
|
|
Lease
|
|
n/a
|
Administrative Office
|
|
Components & Systems
|
|
Mainz, Germany
|
|
Lease
|
|
n/a
|
Administrative Office
|
|
Systems
|
|
New Delhi, India
|
|
Lease
|
|
n/a
|
Administrative Office
|
|
Systems
|
|
Sydney, Australia
|
|
Lease
|
|
n/a
|
Administrative Office
|
|
Systems
|
|
Dubai, United Arab Emirates
|
|
Lease
|
|
n/a
|
Administrative Office
|
|
Systems
|
|
Santiago, Chile
|
|
Lease
|
|
n/a
|
Administrative Office
|
|
Systems
|
|
Cape Town, South Africa
|
|
Lease
|
|
n/a
|
Administrative Office
|
|
Systems
|
|
Tokyo, Japan
|
|
Lease
|
|
n/a
|
(1)
|
See Note 15 “Debt”
to our consolidated financial statements for the year ended
December 31, 2015
included in this Annual Report on Form 10-K for additional information on property encumbrances.
|
(2)
|
Manufacturing ceased in December 2012, and such property is being actively marketed for sale.
|
(3)
|
We did not proceed with our previously announced four-line plant in Vietnam, and such property is being actively marketed for sale.
|
|
|
High
|
|
Low
|
||||
Fiscal year 2015
|
|
|
|
|
||||
First quarter
|
|
$
|
62.52
|
|
|
$
|
39.83
|
|
Second quarter
|
|
$
|
64.75
|
|
|
$
|
46.98
|
|
Third quarter
|
|
$
|
53.48
|
|
|
$
|
40.81
|
|
Fourth quarter
|
|
$
|
66.99
|
|
|
$
|
42.68
|
|
Fiscal year 2014
|
|
|
|
|
|
|
||
First quarter
|
|
$
|
73.87
|
|
|
$
|
47.73
|
|
Second quarter
|
|
$
|
73.34
|
|
|
$
|
58.63
|
|
Third quarter
|
|
$
|
72.78
|
|
|
$
|
61.45
|
|
Fourth quarter
|
|
$
|
64.10
|
|
|
$
|
40.90
|
|
*
|
$100 invested on December 31, 2010 in stock or index, including reinvestment of dividends. Index calculated on a month-end basis.
|
|
|
Years Ended
|
||||||||||||||||||
|
|
December 31,
2015 |
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 (2) |
|
December 31,
2011 (3) |
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Net sales
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
|
$
|
3,309,616
|
|
|
$
|
3,354,920
|
|
|
$
|
2,779,832
|
|
Gross profit
|
|
919,267
|
|
|
824,941
|
|
|
864,632
|
|
|
847,820
|
|
|
976,966
|
|
|||||
Operating income (loss)
|
|
516,664
|
|
|
421,999
|
|
|
370,407
|
|
|
(42,933
|
)
|
|
(63,008
|
)
|
|||||
Net income (loss)
|
|
$
|
546,421
|
|
|
$
|
395,964
|
|
|
$
|
350,718
|
|
|
$
|
(106,909
|
)
|
|
$
|
(61,648
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
5.42
|
|
|
$
|
3.96
|
|
|
$
|
3.74
|
|
|
$
|
(1.23
|
)
|
|
$
|
(0.72
|
)
|
Diluted
|
|
$
|
5.37
|
|
|
$
|
3.90
|
|
|
$
|
3.67
|
|
|
$
|
(1.23
|
)
|
|
$
|
(0.72
|
)
|
Cash dividends declared per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(360,919
|
)
|
|
$
|
680,989
|
|
|
$
|
856,126
|
|
|
$
|
762,209
|
|
|
$
|
(33,463
|
)
|
Net cash used in investing activities
|
|
(112,140
|
)
|
|
(511,879
|
)
|
|
(537,106
|
)
|
|
(383,732
|
)
|
|
(676,457
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
137,103
|
|
|
7,359
|
|
|
101,164
|
|
|
(89,109
|
)
|
|
571,218
|
|
|
|
December 31,
2015 |
|
December 31,
2014 |
|
December 31,
2013 (1) |
|
December 31,
2012 (2) |
|
December 31,
2011 (3) |
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
|
$
|
1,126,826
|
|
|
$
|
1,482,054
|
|
|
$
|
1,325,072
|
|
|
$
|
901,294
|
|
|
$
|
605,619
|
|
Marketable securities, current and noncurrent
|
|
703,454
|
|
|
509,032
|
|
|
439,102
|
|
|
102,578
|
|
|
182,338
|
|
|||||
Total assets
|
|
7,316,331
|
|
|
6,720,991
|
|
|
6,876,586
|
|
|
6,356,975
|
|
|
5,782,339
|
|
|||||
Total long-term debt
|
|
289,415
|
|
|
213,473
|
|
|
223,323
|
|
|
562,572
|
|
|
663,648
|
|
|||||
Total liabilities
|
|
1,767,844
|
|
|
1,729,504
|
|
|
2,408,516
|
|
|
2,783,681
|
|
|
2,163,593
|
|
|||||
Total stockholders’ equity
|
|
5,548,487
|
|
|
4,991,487
|
|
|
4,468,070
|
|
|
3,573,294
|
|
|
3,618,746
|
|
(1)
|
Includes adjustments for the revisions described above, which decreased total assets by $6.9 million, increased total liabilities by $28.1 million, and decreased total stockholders’ equity by $35.0 million.
|
(2)
|
Includes adjustments for the revisions described above, which decreased net sales by $13.6 million, decreased gross profit by $4.9 million, increased operating loss by $5.4 million, increased net loss by $10.6 million, increased total assets by $8.3 million, increased total liabilities by $40.5 million, and decreased total stockholders’ equity by $32.2 million.
|
(3)
|
Includes adjustments for the revisions described above, which increased net sales by $13.6 million, increased gross profit by $5.2 million, decreased operating loss by $5.6 million, increased net loss by $22.2 million, increased total assets by $4.7 million, increased total liabilities by $29.8 million, and decreased total stockholders’ equity by $25.1 million.
|
•
|
Net sales for
2015
increased
by
6%
to
$3.6 billion
compared to
$3.4 billion
in
2014
. The
increase
in net sales was primarily attributable to higher revenue from module plus transactions. Our net sales for 2015 also included the sale of majority interests in the partially constructed Desert Stateline project and North Star project and higher revenue from our Silver State South, McCoy, and Imperial Solar Energy Center West projects, which commenced construction in late 2014. These 2015 net sales were offset by lower revenue from the completion, or substantial completion, of our Desert Sunlight, Solar Gen 2, Topaz, and Campo Verde projects in 2014.
|
•
|
Gross profit increased
1.4 percentage points
to
25.7%
during
2015
from
24.3%
during
2014
, primarily due to a reduction in our module collection and recycling obligation and improved utilization of our manufacturing facilities.
|
•
|
As of
December 31, 2015
, we had
30
installed production lines with an annual global manufacturing capacity of approximately
2.8 GW
at our manufacturing facilities in Perrysburg, Ohio and Kulim, Malaysia. We produced
2.5 GW
of solar modules during
2015
, which represented a
39%
increase
from
2014
. The
increase
in production was primarily driven by the restart of various production lines at our manufacturing facility in Malaysia, increased throughput, and higher module conversion efficiencies. We expect to produce approximately
3.0 GW
of solar modules during
2016
.
|
•
|
During
2015
, we ran our manufacturing facilities at approximately
92%
capacity utilization, which represented an
11.0 percentage point
increase
from
2014
.
|
•
|
The average conversion efficiency of our modules produced in
2015
was
15.6%
, which represented an improvement of
1.6 percentage points
from our average conversion efficiency of
14.0%
in
2014
.
|
|
|
|
|
|
As of December 31, 2015
|
||
Project/Location
|
Project Size in MW AC (1)
|
PPA Contracted Partner
|
EPC Contract/Partner Developed Project
|
Expected Year Revenue Recognition Will Be Completed By
|
Percentage Complete
|
Percentage of Revenue Recognized
|
|
Stateline, California
|
300
|
|
SCE
|
Southern Company (2)
|
2016
|
65%
|
63%
|
McCoy, California
|
250
|
|
SCE
|
NextEra
|
2016
|
76%
|
76%
|
Silver State South, Nevada
|
250
|
|
SCE
|
NextEra
|
2016
|
70%
|
63%
|
Astoria, California
|
175
|
|
(3)
|
Recurrent
|
2016
|
28%
|
24%
|
Imperial Solar Energy Center West, California
|
150
|
|
SDG&E
|
Tenaska
|
2016
|
98%
|
98%
|
Taylor, Georgia
|
147
|
|
(4)
|
Southern Company
|
2016
|
4%
|
4%
|
Butler, Georgia
|
103
|
|
Georgia Power
|
Southern Company
|
2016
|
2%
|
—%
|
Decatur Parkway Solar, Georgia
|
83
|
|
Georgia Power
|
Southern Company
|
2016
|
97%
|
97%
|
Shams Ma’an, Jordan
|
53
|
|
NEPCO (5)
|
(3)
|
2016
|
14%
|
—%
|
Seville, California
|
52
|
|
Seville Solar
|
Seville Solar
|
2016
|
97%
|
97%
|
Elm City, North Carolina
|
40
|
|
UOG (6)
|
Duke
|
2016
|
83%
|
83%
|
Portal Ridge, California
|
31
|
|
PG&E/SCE (13)
|
(7)
|
2016
|
(7)
|
(7)
|
Total
|
1,634
|
|
|
|
|
|
|
Project/Location
|
Fully Permitted
|
Project Size in MW AC (1)
|
PPA Contracted Partner
|
Expected or Actual Substantial Completion Year
|
Percentage Complete as of December 31, 2015
|
|
Tribal Solar
|
No
|
310
|
|
SCE
|
2019
|
1%
|
California Flats, California
|
No
|
280
|
|
PG&E/Apple Inc. (8)
|
2018
|
11%
|
Moapa, Nevada
|
Yes
|
250
|
|
LADWP
|
2016
|
71%
|
India (Multiple Locations)
|
No
|
190
|
|
TSSPDCL /
APSPDCL (9)
|
2016
|
20%
|
Rosamond, California
|
Yes
|
150
|
|
SCE
|
2019
|
7%
|
Sun Streams, Arizona
|
Yes
|
150
|
|
SCE
|
2019
|
2%
|
Luz del Norte, Chile
|
Yes
|
141
|
|
(10)
|
2016
|
96%
|
East Pecos Solar, Texas
|
No
|
119
|
|
Austin Energy
|
2016
|
2%
|
Willow Springs, California
|
No
|
100
|
|
SCE
|
2019
|
15%
|
Sunshine Valley, Nevada
|
Yes
|
100
|
|
SCE
|
2019
|
1%
|
Switch Station 1, Nevada
|
No
|
100
|
|
Nevada Power Company
|
2017
|
9%
|
Switch Station 2, Nevada
|
No
|
79
|
|
Nevada Power Company / Sierra Pacific Power Company
|
2017
|
—%
|
Japan
|
Yes
|
59
|
|
(3)
|
2017/2018
|
4%
|
Miyagi, Japan
|
No
|
40
|
|
Tohoku Electric Power Company
|
2018
|
7%
|
Cuyama, California
|
Yes
|
40
|
|
PG&E
|
2017
|
22%
|
Kingbird, California
|
Yes
|
40
|
|
SCPPA /
City of Pasadena (11)
|
2016
|
91%
|
Turkey (Multiple Locations)
|
No
|
31
|
|
(12)
|
2018
|
3%
|
Total
|
|
2,179
|
|
|
|
|
(1)
|
The volume of modules installed in MW DC will be higher than the MW AC size pursuant to a DC-AC ratio typically ranging from
1.2 to 1.3
; such ratio varies across different projects due to various system design factors
|
(2)
|
Controlling interest in the project sold to Southern Company in August 2015
|
(3)
|
Contracted but not specified
|
(4)
|
PPA contracted partners include Cobb Electric Membership Corporation, Flint Electric Membership Corporation, and Sawnee Electric Membership Corporation
|
(5)
|
NEPCO is defined as National Electric Power Company, the country of Jordan’s regulatory authority for power generation and distribution and a consortium of investors
|
(6)
|
UOG is defined as Utility Owned Generation
|
(7)
|
Project sold under a development agreement in February 2016
|
(8)
|
PG&E 150 MW AC and Apple Inc. 130 MW AC
|
(9)
|
TSSPDCL is defined as Southern Power Distribution Company of Telangana State Ltd and consists of 110 MW AC of projects; and APSPDCL is defined as Andhra Pradesh Southern Power Distribution Company Ltd and consists of
80
MW AC of projects
|
(10)
|
No PPA – Electricity to be sold on an open contract basis
|
(11)
|
SCPPA is defined as Southern California Public Power Authority; SCPPA 20 MW AC and City of Pasadena 20 MW AC
|
(12)
|
Electricity expected to be sold under feed-in-tariff structure for ten years, pending acquisition of certain licenses
|
(13)
|
PG&E 11 MW AC and SCE 20 MW AC
|
|
|
Years Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
74.3
|
%
|
|
75.7
|
%
|
|
73.9
|
%
|
Gross profit
|
|
25.7
|
%
|
|
24.3
|
%
|
|
26.1
|
%
|
Research and development
|
|
3.6
|
%
|
|
4.2
|
%
|
|
4.1
|
%
|
Selling, general and administrative
|
|
7.1
|
%
|
|
7.5
|
%
|
|
8.2
|
%
|
Production start-up
|
|
0.5
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
Restructuring and asset impairments
|
|
—
|
%
|
|
—
|
%
|
|
2.6
|
%
|
Operating income
|
|
14.4
|
%
|
|
12.4
|
%
|
|
11.2
|
%
|
Foreign currency (loss) gain, net
|
|
(0.2
|
)%
|
|
—
|
%
|
|
—
|
%
|
Interest income
|
|
0.6
|
%
|
|
0.5
|
%
|
|
0.5
|
%
|
Interest expense, net
|
|
(0.2
|
)%
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
Other expense, net
|
|
(0.2
|
)%
|
|
(0.1
|
)%
|
|
(0.2
|
)%
|
Income tax benefit (expense)
|
|
0.2
|
%
|
|
(0.9
|
)%
|
|
(0.9
|
)%
|
Equity in earnings of unconsolidated affiliates, net of tax
|
|
0.6
|
%
|
|
(0.1
|
)%
|
|
—
|
%
|
Net income
|
|
15.3
|
%
|
|
11.7
|
%
|
|
10.6
|
%
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Solar module revenue
|
|
$
|
227,461
|
|
|
$
|
228,319
|
|
|
$
|
380,869
|
|
Solar power system revenue
|
|
3,351,534
|
|
|
3,162,868
|
|
|
2,928,747
|
|
|||
Net sales
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
|
$
|
3,309,616
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Components
|
|
$
|
1,389,579
|
|
|
$
|
1,102,674
|
|
|
$
|
1,173,947
|
|
|
$
|
286,905
|
|
|
26
|
%
|
|
$
|
(71,273
|
)
|
|
(6
|
)%
|
Systems
|
|
2,189,416
|
|
|
2,288,513
|
|
|
2,135,669
|
|
|
(99,097
|
)
|
|
(4
|
)%
|
|
152,844
|
|
|
7
|
%
|
|||||
Net sales
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
|
$
|
3,309,616
|
|
|
$
|
187,808
|
|
|
6
|
%
|
|
$
|
81,571
|
|
|
2
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Components
|
|
$
|
1,041,726
|
|
|
$
|
1,009,164
|
|
|
$
|
1,085,441
|
|
|
$
|
32,562
|
|
|
3
|
%
|
|
$
|
(76,277
|
)
|
|
(7
|
)%
|
Systems
|
|
1,618,002
|
|
|
1,557,082
|
|
|
1,359,543
|
|
|
60,920
|
|
|
4
|
%
|
|
197,539
|
|
|
15
|
%
|
|||||
Cost of sales
|
|
$
|
2,659,728
|
|
|
$
|
2,566,246
|
|
|
$
|
2,444,984
|
|
|
$
|
93,482
|
|
|
4
|
%
|
|
$
|
121,262
|
|
|
5
|
%
|
% of net sales
|
|
74.3
|
%
|
|
75.7
|
%
|
|
73.9
|
%
|
|
|
|
|
|
|
|
|
|
•
|
Higher costs of $309.4 million associated with the increased volume of modules sold as part of our systems business projects; partially offset by
|
•
|
Continued manufacturing cost reductions of $135.1 million;
|
•
|
A reduction in our module collection and recycling obligation of $69.6 million resulting from the implementation of advanced recycling technologies, which significantly increased the throughput of modules able to be recycled at a point in time, along with other material and labor cost reductions; and
|
•
|
Lower underutilization penalties of $55.0 million due to the improved capacity utilization of our manufacturing facilities. During
2015
, we ran our factories at approximately
92%
capacity utilization, which represented an
11.0 percentage point
increase
from
2014
.
|
•
|
Continued manufacturing cost reductions of $164.9 million and
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Gross profit
|
|
$
|
919,267
|
|
|
$
|
824,941
|
|
|
$
|
864,632
|
|
|
$
|
94,326
|
|
|
11
|
%
|
|
$
|
(39,691
|
)
|
|
(5
|
)%
|
% of net sales
|
|
25.7
|
%
|
|
24.3
|
%
|
|
26.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Research and development
|
|
$
|
130,593
|
|
|
$
|
143,969
|
|
|
$
|
134,300
|
|
|
$
|
(13,376
|
)
|
|
(9
|
)%
|
|
$
|
9,669
|
|
|
7
|
%
|
% of net sales
|
|
3.6
|
%
|
|
4.2
|
%
|
|
4.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Selling, general and administrative
|
|
$
|
255,192
|
|
|
$
|
253,827
|
|
|
$
|
270,261
|
|
|
$
|
1,365
|
|
|
1
|
%
|
|
$
|
(16,434
|
)
|
|
(6
|
)%
|
% of net sales
|
|
7.1
|
%
|
|
7.5
|
%
|
|
8.2
|
%
|
|
|
|
|
|
|
|
|
|
|
•
|
Lower depreciation and amortization expense of $14.4 million primarily due to accelerated depreciation for certain leasehold improvements and the sale of our Mesa facility in 2013 and
|
•
|
Lower employee compensation and benefits expense of $5.4 million primarily as a result of lower incentive and share-based compensation; partially offset by
|
•
|
Higher business development expense of $4.0 million driven by our expansion into certain key geographic markets.
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Production start-up
|
|
$
|
16,818
|
|
|
$
|
5,146
|
|
|
$
|
2,768
|
|
|
$
|
11,672
|
|
|
227
|
%
|
|
$
|
2,378
|
|
|
86
|
%
|
% of net sales
|
|
0.5
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Restructuring and asset impairments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86,896
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(86,896
|
)
|
|
(100
|
)%
|
% of net sales
|
|
—
|
%
|
|
—
|
%
|
|
2.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Foreign currency (loss) gain, net
|
|
$
|
(6,868
|
)
|
|
$
|
(1,461
|
)
|
|
$
|
893
|
|
|
$
|
(5,407
|
)
|
|
370
|
%
|
|
$
|
(2,354
|
)
|
|
(264
|
)%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Interest income
|
|
$
|
22,516
|
|
|
$
|
18,030
|
|
|
$
|
16,752
|
|
|
$
|
4,486
|
|
|
25
|
%
|
|
$
|
1,278
|
|
|
8
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Interest expense, net
|
|
$
|
(6,975
|
)
|
|
$
|
(1,982
|
)
|
|
$
|
(1,884
|
)
|
|
$
|
(4,993
|
)
|
|
252
|
%
|
|
$
|
(98
|
)
|
|
5
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Other expense, net
|
|
$
|
(5,502
|
)
|
|
$
|
(4,485
|
)
|
|
$
|
(5,189
|
)
|
|
$
|
(1,017
|
)
|
|
23
|
%
|
|
$
|
704
|
|
|
(14
|
)%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Components
|
|
$
|
171,817
|
|
|
$
|
(105,531
|
)
|
|
(221,230
|
)
|
|
$
|
277,348
|
|
|
(263
|
)%
|
|
$
|
115,699
|
|
|
(52
|
)%
|
|
Systems
|
|
348,018
|
|
|
537,632
|
|
|
602,209
|
|
|
(189,614
|
)
|
|
(35
|
)%
|
|
(64,577
|
)
|
|
(11
|
)%
|
|||||
Total income before taxes
|
|
$
|
519,835
|
|
|
$
|
432,101
|
|
|
$
|
380,979
|
|
|
$
|
87,734
|
|
|
20
|
%
|
|
$
|
51,122
|
|
|
13
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Income tax benefit (expense)
|
|
$
|
6,156
|
|
|
$
|
(31,188
|
)
|
|
$
|
(30,098
|
)
|
|
$
|
37,344
|
|
|
(120
|
)%
|
|
$
|
(1,090
|
)
|
|
4
|
%
|
Effective tax rate
|
|
(1.2
|
)%
|
|
7.2
|
%
|
|
7.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
|||||||||||||||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 over 2014
|
|
2014 over 2013
|
|||||||||||||
Equity in earnings, net of tax
|
|
20,430
|
|
|
(4,949
|
)
|
|
(163
|
)
|
|
$
|
25,379
|
|
|
(513
|
)%
|
|
$
|
(4,786
|
)
|
|
(100
|
)%
|
•
|
The amount of accounts receivable, unbilled and retainage as of
December 31, 2015
was
$59.2 million
, which included
$40.2 million
of unbilled amounts. These unbilled accounts receivable represent revenue that has been recognized 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 12 months. Once we meet the billing criteria under a construction contract, we bill our customers accordingly and reclassify the
accounts receivable, unbilled and retainage
to
accounts receivable trade, net
. The amount of accounts receivable, unbilled and retainage as of
December 31, 2015
also included
$19.0 million
of 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 incurred and construction work already performed.
|
•
|
The amount of solar module inventory and BoS parts as of
December 31, 2015
was
$446.3 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 this construction cycle, we typically must manufacture modules or acquire the necessary BoS parts for construction activities in advance of receiving payment for such materials, which may temporarily reduce our liquidity. Once solar modules and BoS parts are installed in a project, such installed amounts are classified as either project assets, deferred project costs, PV solar power systems, 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. As of
December 31, 2015
,
$237.5 million
, or
77%
, of our solar module inventory was either on-site or in-transit to our systems projects. All BoS parts are for our systems business projects.
|
•
|
We may commit working capital during
2016
and beyond to acquire solar power projects in various stages of development, including advanced-stage projects with PPAs, and to 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.
|
•
|
Joint ventures or other strategic arrangements with partners are a key part of our strategy. We have initiatives in several markets to expedite our penetration of those markets and establish relationships with potential customers. Some of these arrangements involve and are expected to involve significant investments or other allocations of capital that could reduce
|
•
|
During
2016
, we expect to spend
$300 million
to
$400 million
for capital expenditures, including expenditures for upgrades to our existing machinery and equipment, which we believe will further increase our solar module conversion efficiencies.
|
•
|
Under sales agreements for certain of our solar power projects, we may be required to repurchase such projects if certain events occur, such as not achieving commercial operation of the project within a certain time frame. Although we consider the possibility that we would be required to repurchase any of our solar power projects to be remote, our current working capital and other available sources of liquidity may not be sufficient to make any required repurchase. If we are required to repurchase a solar power project, we would have the ability to market and sell such project at then current market pricing, which could be at a lower than expected price to the extent the event requiring the repurchase impacts the project’s marketability. Our liquidity may also be impacted as the time between the repurchase of a project and the potential sale of such repurchased project could take several months.
|
|
|
Years Ended
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash (used in) provided by operating activities
|
|
$
|
(360,919
|
)
|
|
$
|
680,989
|
|
|
$
|
856,126
|
|
Net cash used in investing activities
|
|
(112,140
|
)
|
|
(511,879
|
)
|
|
(537,106
|
)
|
|||
Net cash provided by financing activities
|
|
137,103
|
|
|
7,359
|
|
|
101,164
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(19,272
|
)
|
|
(19,487
|
)
|
|
3,594
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(355,228
|
)
|
|
$
|
156,982
|
|
|
$
|
423,778
|
|
|
|
|
|
Payments Due by Year
|
||||||||||||||||
|
|
Total
|
|
Less Than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More Than
5 Years
|
||||||||||
Long-term debt obligations
|
|
$
|
299,327
|
|
|
$
|
38,331
|
|
|
$
|
97,111
|
|
|
$
|
17,715
|
|
|
$
|
146,170
|
|
Interest payments (1)
|
|
104,591
|
|
|
16,531
|
|
|
23,371
|
|
|
20,339
|
|
|
44,350
|
|
|||||
Capital lease obligations
|
|
1,122
|
|
|
540
|
|
|
517
|
|
|
65
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
164,970
|
|
|
16,824
|
|
|
27,403
|
|
|
15,883
|
|
|
104,860
|
|
|||||
Sale-leaseback payments (2)
|
|
19,611
|
|
|
5,277
|
|
|
10,380
|
|
|
3,954
|
|
|
—
|
|
|||||
Purchase obligations (3)
|
|
789,723
|
|
|
736,026
|
|
|
18,689
|
|
|
11,238
|
|
|
23,770
|
|
|||||
Recycling obligations
|
|
163,407
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,407
|
|
|||||
Contingent consideration (4)
|
|
17,988
|
|
|
9,232
|
|
|
8,756
|
|
|
—
|
|
|
—
|
|
|||||
Other obligations (5)
|
|
56,069
|
|
|
7,912
|
|
|
16,839
|
|
|
17,075
|
|
|
14,243
|
|
|||||
Total
|
|
$
|
1,616,808
|
|
|
$
|
830,673
|
|
|
$
|
203,066
|
|
|
$
|
86,269
|
|
|
$
|
496,800
|
|
(1)
|
Includes estimated cash interest to be paid over the remaining terms of the underlying debt. Interest payments are based on fixed and floating rates in effect at
December 31, 2015
and include the effect of interest rate and cross currency swap agreements.
|
(2)
|
Sale-leaseback payments represent the fixed rent payments associated with our leaseback of the Maryland Solar project from a subsidiary of 8point3 Energy Partners LP. See Note 12 “Investments in Unconsolidated Affiliates and Joint Ventures” to our consolidated financial statements for further information.
|
(3)
|
Purchase obligations are agreements to purchase goods or services that are noncancelable, enforceable, and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transactions.
|
(4)
|
In connection with project acquisitions, we may agree to pay additional amounts to project sellers upon achievement of project-related milestones such as obtaining a PPA, obtaining financing, and selling to a new owner. We recognize a contingent liability when we determine that such liability is both probable and reasonably estimable.
See Note 16 “Commitments and Contingencies”
to our consolidated financial statements for the year ended
December 31, 2015
included in this Annual Report on Form 10-K for further information about our contingent consideration.
|
(5)
|
Includes expected letter of credit fees and unused revolver fees.
|
(i)
|
We apply the percentage-of-completion method, as further described below, to certain real estate sales arrangements in which
we convey control of land or land rights,
when a sale has been consummated, we have transferred the usual risks and rewards of ownership to the buyer, the initial and continuing investment criteria have been met, we have the ability to estimate our costs and progress toward completion, and all other revenue recognition criteria have been met. When evaluating whether the usual risks and rewards of ownership have transferred to the buyer, we consider whether we have or may be contingently required to have any prohibited forms of continuing involvement with the project pursuant to ASC 360-20. The initial and continuing investment requirements, which demonstrate a buyer’s commitment to honor its obligations for the sales arrangement, can typically be met through the receipt of cash or an irrevocable letter of credit from a highly creditworthy lending institution.
|
(ii)
|
Depending on whether the initial and continuing investment requirements have been met and whether collectability from the buyer is reasonably assured, we may align our revenue recognition and release of project assets or deferred project costs to cost of sales with the receipt of payment from the buyer if the sale has been consummated and we have transferred the usual risks and rewards of ownership to the buyer.
|
|
|
Quarters Ended
|
||||||||||||||||||||||||||||||
|
|
Dec 31, 2015
|
|
Sep 30,
2015 |
|
Jun 30,
2015 |
|
Mar 31,
2015 |
|
Dec 31, 2014
|
|
Sep 30,
2014 |
|
Jun 30,
2014 |
|
Mar 31,
2014 |
||||||||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Net sales
|
|
$
|
942,324
|
|
|
$
|
1,271,245
|
|
|
$
|
896,217
|
|
|
$
|
469,209
|
|
|
$
|
1,007,993
|
|
|
$
|
890,288
|
|
|
$
|
546,283
|
|
|
$
|
946,623
|
|
Gross profit
|
|
231,438
|
|
|
484,365
|
|
|
164,483
|
|
|
38,981
|
|
|
308,382
|
|
|
189,402
|
|
|
94,828
|
|
|
232,329
|
|
||||||||
Operating income (loss)
|
|
131,823
|
|
|
397,821
|
|
|
57,133
|
|
|
(70,113
|
)
|
|
199,221
|
|
|
83,875
|
|
|
4,011
|
|
|
134,892
|
|
||||||||
Net income (loss)
|
|
164,135
|
|
|
349,318
|
|
|
93,885
|
|
|
(60,917
|
)
|
|
193,318
|
|
|
89,833
|
|
|
5,079
|
|
|
107,734
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic
|
|
$
|
1.62
|
|
|
$
|
3.46
|
|
|
$
|
0.93
|
|
|
$
|
(0.61
|
)
|
|
$
|
1.93
|
|
|
$
|
0.90
|
|
|
$
|
0.05
|
|
|
$
|
1.08
|
|
Diluted
|
|
$
|
1.60
|
|
|
$
|
3.41
|
|
|
$
|
0.92
|
|
|
$
|
(0.61
|
)
|
|
$
|
1.90
|
|
|
$
|
0.89
|
|
|
$
|
0.05
|
|
|
$
|
1.06
|
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (a)(1)
|
|
Weighted-Average Exercise Price of Outstanding Options and Rights (b)(2)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(c)(3)
|
||||
Equity compensation plans approved by our stockholders
|
|
2,974,493
|
|
|
$
|
—
|
|
|
6,128,406
|
|
Equity compensation plans not approved by our stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2,974,493
|
|
|
$
|
—
|
|
|
6,128,406
|
|
(1)
|
Includes
2,974,493
shares issuable upon vesting of restricted stock units (“RSUs”) granted under our 2010 and 2015 Omnibus Incentive Compensation Plans.
|
(2)
|
The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs, which have no exercise price.
|
(3)
|
Includes
952,270
shares of common stock reserved for future issuance under our stock purchase plan for employees.
|
Description
|
|
Balance at
Beginning
of Year
|
|
Additions
|
|
Deductions
|
|
Balance
at End of
Year
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Allowance for doubtful accounts receivable
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2013
|
|
$
|
14,503
|
|
|
$
|
2,489
|
|
|
$
|
(4,682
|
)
|
|
$
|
12,310
|
|
Year ended December 31, 2014
|
|
12,310
|
|
|
24
|
|
|
(5,226
|
)
|
|
7,108
|
|
||||
Year ended December 31, 2015
|
|
7,108
|
|
|
11
|
|
|
(7,117
|
)
|
|
2
|
|
(b)
|
Exhibits: The exhibits listed on the accompanying Index to Exhibits on this Annual Report on Form 10-K are filed, or incorporated into this Annual Report on Form 10-K by reference.
|
(c)
|
Financial Statement Schedule: See Item 15(a)(1) above.
|
|
|
|
FIRST SOLAR, INC.
|
|
|
|
By:
|
/s/ BRYAN SCHUMAKER
|
|
|
|
|
Bryan Schumaker
|
|
|
|
|
Chief Accounting Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JAMES A. HUGHES
|
|
Chief Executive Officer and Director
|
|
February 24, 2016
|
James A. Hughes
|
|
|
|
|
|
|
|
|
|
/s/ MARK R. WIDMAR
|
|
Chief Financial Officer
|
|
February 24, 2016
|
Mark R. Widmar
|
|
|
|
|
|
|
|
|
|
Additional Directors:
|
|
|
|
|
/s/ SHARON L. ALLEN
|
|
Director
|
|
February 24, 2016
|
Sharon L. Allen
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD D. CHAPMAN
|
|
Director
|
|
February 24, 2016
|
Richard D. Chapman
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE A. HAMBRO
|
|
Director
|
|
February 24, 2016
|
George A. Hambro
|
|
|
|
|
|
|
|
|
|
/s/ CRAIG KENNEDY
|
|
Director
|
|
February 24, 2016
|
Craig Kennedy
|
|
|
|
|
|
|
|
|
|
/s/ JAMES F. NOLAN
|
|
Director
|
|
February 24, 2016
|
James F. Nolan
|
|
|
|
|
|
|
|
|
|
/s/ J. THOMAS PRESBY
|
|
Director
|
|
February 24, 2016
|
J. Thomas Presby
|
|
|
|
|
|
|
|
|
|
/s/ PAUL H. STEBBINS
|
|
Director
|
|
February 24, 2016
|
Paul H. Stebbins
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL SWEENEY
|
|
Director
|
|
February 24, 2016
|
Michael Sweeney
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,126,826
|
|
|
$
|
1,482,054
|
|
Marketable securities
|
|
703,454
|
|
|
509,032
|
|
||
Accounts receivable trade, net
|
|
500,629
|
|
|
135,434
|
|
||
Accounts receivable, unbilled and retainage
|
|
59,171
|
|
|
76,971
|
|
||
Inventories
|
|
380,424
|
|
|
505,088
|
|
||
Balance of systems parts
|
|
136,889
|
|
|
125,083
|
|
||
Deferred project costs
|
|
187,940
|
|
|
29,354
|
|
||
Notes receivable, affiliate
|
|
1,276
|
|
|
12,487
|
|
||
Prepaid expenses and other current assets
|
|
248,977
|
|
|
202,151
|
|
||
Total current assets
|
|
3,345,586
|
|
|
3,077,654
|
|
||
Property, plant and equipment, net
|
|
1,284,136
|
|
|
1,419,988
|
|
||
PV solar power systems, net
|
|
93,741
|
|
|
46,393
|
|
||
Project assets and deferred project costs
|
|
1,111,137
|
|
|
810,348
|
|
||
Deferred tax assets, net
|
|
357,693
|
|
|
313,891
|
|
||
Restricted cash and investments
|
|
333,878
|
|
|
407,053
|
|
||
Investments in unconsolidated affiliates and joint ventures
|
|
399,805
|
|
|
255,029
|
|
||
Goodwill
|
|
84,985
|
|
|
84,985
|
|
||
Other intangibles, net
|
|
110,002
|
|
|
119,236
|
|
||
Inventories
|
|
107,759
|
|
|
115,617
|
|
||
Notes receivable, affiliates
|
|
17,887
|
|
|
9,127
|
|
||
Other assets
|
|
69,722
|
|
|
61,670
|
|
||
Total assets
|
|
$
|
7,316,331
|
|
|
$
|
6,720,991
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
337,668
|
|
|
$
|
214,656
|
|
Income taxes payable
|
|
1,330
|
|
|
1,727
|
|
||
Accrued expenses
|
|
409,452
|
|
|
388,156
|
|
||
Current portion of long-term debt
|
|
38,090
|
|
|
51,399
|
|
||
Billings in excess of costs and estimated earnings
|
|
87,942
|
|
|
195,346
|
|
||
Payments and billings for deferred project costs
|
|
28,580
|
|
|
60,591
|
|
||
Other current liabilities
|
|
57,738
|
|
|
88,664
|
|
||
Total current liabilities
|
|
960,800
|
|
|
1,000,539
|
|
||
Accrued solar module collection and recycling liability
|
|
163,407
|
|
|
246,307
|
|
||
Long-term debt
|
|
251,325
|
|
|
162,074
|
|
||
Other liabilities
|
|
392,312
|
|
|
320,584
|
|
||
Total liabilities
|
|
1,767,844
|
|
|
1,729,504
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 101,766,797 and 100,288,942 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
|
102
|
|
|
100
|
|
||
Additional paid-in capital
|
|
2,742,795
|
|
|
2,697,558
|
|
||
Accumulated earnings
|
|
2,790,110
|
|
|
2,243,689
|
|
||
Accumulated other comprehensive income
|
|
15,480
|
|
|
50,140
|
|
||
Total stockholders’ equity
|
|
5,548,487
|
|
|
4,991,487
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
7,316,331
|
|
|
$
|
6,720,991
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
|
$
|
3,309,616
|
|
Cost of sales
|
|
2,659,728
|
|
|
2,566,246
|
|
|
2,444,984
|
|
|||
Gross profit
|
|
919,267
|
|
|
824,941
|
|
|
864,632
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
130,593
|
|
|
143,969
|
|
|
134,300
|
|
|||
Selling, general and administrative
|
|
255,192
|
|
|
253,827
|
|
|
270,261
|
|
|||
Production start-up
|
|
16,818
|
|
|
5,146
|
|
|
2,768
|
|
|||
Restructuring and asset impairments
|
|
—
|
|
|
—
|
|
|
86,896
|
|
|||
Total operating expenses
|
|
402,603
|
|
|
402,942
|
|
|
494,225
|
|
|||
Operating income
|
|
516,664
|
|
|
421,999
|
|
|
370,407
|
|
|||
Foreign currency (loss) gain, net
|
|
(6,868
|
)
|
|
(1,461
|
)
|
|
893
|
|
|||
Interest income
|
|
22,516
|
|
|
18,030
|
|
|
16,752
|
|
|||
Interest expense, net
|
|
(6,975
|
)
|
|
(1,982
|
)
|
|
(1,884
|
)
|
|||
Other expense, net
|
|
(5,502
|
)
|
|
(4,485
|
)
|
|
(5,189
|
)
|
|||
Income before taxes and equity in earnings of unconsolidated affiliates
|
|
519,835
|
|
|
432,101
|
|
|
380,979
|
|
|||
Income tax benefit (expense)
|
|
6,156
|
|
|
(31,188
|
)
|
|
(30,098
|
)
|
|||
Equity in earnings of unconsolidated affiliates, net of tax
|
|
20,430
|
|
|
(4,949
|
)
|
|
(163
|
)
|
|||
Net income
|
|
$
|
546,421
|
|
|
$
|
395,964
|
|
|
$
|
350,718
|
|
Net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
5.42
|
|
|
$
|
3.96
|
|
|
$
|
3.74
|
|
Diluted
|
|
$
|
5.37
|
|
|
$
|
3.90
|
|
|
$
|
3.67
|
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
||||||
Basic
|
|
100,886
|
|
|
100,048
|
|
|
93,697
|
|
|||
Diluted
|
|
101,815
|
|
|
101,643
|
|
|
95,468
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
|
$
|
546,421
|
|
|
$
|
395,964
|
|
|
$
|
350,718
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(16,432
|
)
|
|
(19,147
|
)
|
|
4,295
|
|
|||
Unrealized (loss) gain on marketable securities and restricted investments
|
|
(15,415
|
)
|
|
90,741
|
|
|
(39,685
|
)
|
|||
Unrealized (loss) gain on derivative instruments
|
|
(2,813
|
)
|
|
4,322
|
|
|
(565
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
|
(34,660
|
)
|
|
75,916
|
|
|
(35,955
|
)
|
|||
Comprehensive income
|
|
$
|
511,761
|
|
|
$
|
471,880
|
|
|
$
|
314,763
|
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2012
|
|
87,145
|
|
|
$
|
87
|
|
|
$
|
2,066,021
|
|
|
$
|
1,497,007
|
|
|
$
|
10,179
|
|
|
$
|
3,573,294
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,718
|
|
|
—
|
|
|
350,718
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,955
|
)
|
|
(35,955
|
)
|
|||||
Common stock issued for share-based compensation
|
|
1,244
|
|
|
1
|
|
|
5,346
|
|
|
—
|
|
|
—
|
|
|
5,347
|
|
|||||
Share-based compensation tax benefits
|
|
—
|
|
|
—
|
|
|
21,017
|
|
|
—
|
|
|
—
|
|
|
21,017
|
|
|||||
Tax withholding related to vesting of restricted stock
|
|
(380
|
)
|
|
—
|
|
|
(11,979
|
)
|
|
—
|
|
|
—
|
|
|
(11,979
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
53,684
|
|
|
—
|
|
|
—
|
|
|
53,684
|
|
|||||
Common stock issued for acquisition
|
|
1,750
|
|
|
2
|
|
|
83,753
|
|
|
—
|
|
|
—
|
|
|
83,755
|
|
|||||
Common stock issued for public offering
|
|
9,747
|
|
|
10
|
|
|
428,180
|
|
|
—
|
|
|
—
|
|
|
428,190
|
|
|||||
Balance, December 31, 2013
|
|
99,506
|
|
|
100
|
|
|
2,646,022
|
|
|
1,847,725
|
|
|
(25,776
|
)
|
|
4,468,071
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
395,964
|
|
|
—
|
|
|
395,964
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,916
|
|
|
75,916
|
|
|||||
Common stock issued for share-based compensation
|
|
1,126
|
|
|
—
|
|
|
4,950
|
|
|
—
|
|
|
—
|
|
|
4,950
|
|
|||||
Share-based compensation tax benefits
|
|
—
|
|
|
—
|
|
|
24,505
|
|
|
—
|
|
|
—
|
|
|
24,505
|
|
|||||
Tax withholding related to vesting of restricted stock
|
|
(344
|
)
|
|
—
|
|
|
(23,100
|
)
|
|
—
|
|
|
—
|
|
|
(23,100
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
45,181
|
|
|
—
|
|
|
—
|
|
|
45,181
|
|
|||||
Balance, December 31, 2014
|
|
100,288
|
|
|
100
|
|
|
2,697,558
|
|
|
2,243,689
|
|
|
50,140
|
|
|
4,991,487
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
546,421
|
|
|
—
|
|
|
546,421
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,660
|
)
|
|
(34,660
|
)
|
|||||
Common stock issued for share-based compensation
|
|
1,782
|
|
|
2
|
|
|
5,886
|
|
|
—
|
|
|
—
|
|
|
5,888
|
|
|||||
Share-based compensation tax benefits
|
|
—
|
|
|
—
|
|
|
14,567
|
|
|
—
|
|
|
—
|
|
|
14,567
|
|
|||||
Tax withholding related to vesting of restricted stock
|
|
(303
|
)
|
|
—
|
|
|
(18,189
|
)
|
|
—
|
|
|
—
|
|
|
(18,189
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
42,973
|
|
|
—
|
|
|
—
|
|
|
42,973
|
|
|||||
Balance, December 31, 2015
|
|
101,767
|
|
|
$
|
102
|
|
|
$
|
2,742,795
|
|
|
$
|
2,790,110
|
|
|
$
|
15,480
|
|
|
$
|
5,548,487
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
546,421
|
|
|
$
|
395,964
|
|
|
$
|
350,718
|
|
Adjustments to reconcile net income to cash (used in) provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
|
257,825
|
|
|
245,798
|
|
|
234,370
|
|
|||
Impairment and net loss on disposal of long-lived assets
|
|
14,593
|
|
|
5,228
|
|
|
97,132
|
|
|||
Share-based compensation
|
|
44,899
|
|
|
43,810
|
|
|
54,585
|
|
|||
Equity in earnings of unconsolidated affiliates, net of tax
|
|
(20,430
|
)
|
|
4,949
|
|
|
163
|
|
|||
Remeasurement of monetary assets and liabilities
|
|
(4,043
|
)
|
|
7,216
|
|
|
(16,261
|
)
|
|||
Deferred income taxes
|
|
(17,534
|
)
|
|
14,068
|
|
|
(20,878
|
)
|
|||
Excess tax benefits from share-based compensation arrangements
|
|
(17,707
|
)
|
|
(31,166
|
)
|
|
(35,076
|
)
|
|||
Other, net
|
|
520
|
|
|
1,780
|
|
|
870
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, trade, unbilled and retainage
|
|
(340,292
|
)
|
|
462,630
|
|
|
570,731
|
|
|||
Prepaid expenses and other current assets
|
|
(38,635
|
)
|
|
(36,805
|
)
|
|
119,241
|
|
|||
Inventories and balance of systems parts
|
|
113,537
|
|
|
(99,870
|
)
|
|
15,394
|
|
|||
Project assets and deferred project costs
|
|
(857,529
|
)
|
|
143,047
|
|
|
(316,705
|
)
|
|||
Other assets
|
|
(8,484
|
)
|
|
(5,371
|
)
|
|
(1,684
|
)
|
|||
Accounts payable
|
|
143,872
|
|
|
(53,057
|
)
|
|
(92,828
|
)
|
|||
Income taxes payable
|
|
(13,281
|
)
|
|
(1,131
|
)
|
|
36,392
|
|
|||
Accrued expenses and other liabilities
|
|
(85,425
|
)
|
|
(442,153
|
)
|
|
(150,686
|
)
|
|||
Accrued solar module collection and recycling liability
|
|
(79,226
|
)
|
|
26,052
|
|
|
10,648
|
|
|||
Net cash (used in) provided by operating activities
|
|
(360,919
|
)
|
|
680,989
|
|
|
856,126
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
(166,438
|
)
|
|
(257,549
|
)
|
|
(282,576
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
|
77
|
|
|
1,532
|
|
|
116,403
|
|
|||
Purchases of marketable securities
|
|
(556,479
|
)
|
|
(305,396
|
)
|
|
(435,015
|
)
|
|||
Proceeds from sales and maturities of marketable securities
|
|
353,359
|
|
|
227,900
|
|
|
93,984
|
|
|||
Purchases of equity and cost method investments
|
|
(27,475
|
)
|
|
(24,967
|
)
|
|
(17,905
|
)
|
|||
Distributions received from equity method investments
|
|
238,980
|
|
|
—
|
|
|
—
|
|
|||
Investments in notes receivable, affiliates
|
|
(55,163
|
)
|
|
(72,692
|
)
|
|
—
|
|
|||
Payments received on notes receivable, affiliate
|
|
57,866
|
|
|
49,517
|
|
|
17,108
|
|
|||
Change in restricted cash
|
|
44,037
|
|
|
(124,061
|
)
|
|
5,173
|
|
|||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(4,306
|
)
|
|
(30,745
|
)
|
|||
Other investing activities
|
|
(904
|
)
|
|
(1,857
|
)
|
|
(3,533
|
)
|
|||
Net cash used in investing activities
|
|
(112,140
|
)
|
|
(511,879
|
)
|
|
(537,106
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repayment of borrowings under revolving credit facility
|
|
—
|
|
|
—
|
|
|
(605,000
|
)
|
|||
Proceeds from borrowings under revolving credit facility
|
|
—
|
|
|
—
|
|
|
335,000
|
|
|||
Repayment of long-term debt
|
|
(47,078
|
)
|
|
(60,063
|
)
|
|
(64,954
|
)
|
|||
Proceeds from borrowings under long-term debt, net of discounts and issuance costs
|
|
146,027
|
|
|
65,563
|
|
|
—
|
|
|||
Repayment of sale-leaseback financing
|
|
(3,702
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale-leaseback financing
|
|
44,718
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from share-based compensation arrangements
|
|
17,707
|
|
|
31,166
|
|
|
35,076
|
|
|||
Proceeds from equity offering, net of issuance costs
|
|
—
|
|
|
—
|
|
|
428,190
|
|
|||
Contingent consideration payments and other financing activities
|
|
(20,569
|
)
|
|
(29,307
|
)
|
|
(27,148
|
)
|
|||
Net cash provided by financing activities
|
|
137,103
|
|
|
7,359
|
|
|
101,164
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(19,272
|
)
|
|
(19,487
|
)
|
|
3,594
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(355,228
|
)
|
|
156,982
|
|
|
423,778
|
|
|||
Cash and cash equivalents, beginning of the period
|
|
1,482,054
|
|
|
1,325,072
|
|
|
901,294
|
|
|||
Cash and cash equivalents, end of the period
|
|
$
|
1,126,826
|
|
|
$
|
1,482,054
|
|
|
$
|
1,325,072
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Equity interests retained from the partial sale of project assets
|
|
$
|
324,430
|
|
|
$
|
220,679
|
|
|
$
|
—
|
|
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
17,749
|
|
|
$
|
61,130
|
|
|
$
|
60,677
|
|
Acquisitions currently or previously funded by liabilities and contingent consideration
|
|
$
|
17,988
|
|
|
$
|
53,894
|
|
|
$
|
97,885
|
|
Shares issued for acquisition
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,755
|
|
|
|
December 31, 2014
|
||||||||||
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Other liabilities
|
|
$
|
284,584
|
|
|
$
|
36,000
|
|
|
$
|
320,584
|
|
Total liabilities
|
|
1,693,504
|
|
|
36,000
|
|
|
1,729,504
|
|
|||
Accumulated earnings
|
|
2,279,689
|
|
|
(36,000
|
)
|
|
2,243,689
|
|
|||
Total stockholders’ equity
|
|
5,027,487
|
|
|
(36,000
|
)
|
|
4,991,487
|
|
|
|
Year Ended December 31, 2014
|
||||||||||
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net sales
|
|
$
|
3,391,814
|
|
|
$
|
(627
|
)
|
|
$
|
3,391,187
|
|
Cost of sales
|
|
2,564,709
|
|
|
1,537
|
|
|
2,566,246
|
|
|||
Gross profit
|
|
827,105
|
|
|
(2,164
|
)
|
|
824,941
|
|
|||
Operating income
|
|
424,163
|
|
|
(2,164
|
)
|
|
421,999
|
|
|||
Foreign currency loss, net
|
|
(3,017
|
)
|
|
1,556
|
|
|
(1,461
|
)
|
|||
Other expense, net
|
|
(5,203
|
)
|
|
718
|
|
|
(4,485
|
)
|
|||
Income before taxes and equity in earnings of unconsolidated affiliates
|
|
431,991
|
|
|
110
|
|
|
432,101
|
|
|||
Income tax expense
|
|
(30,124
|
)
|
|
(1,064
|
)
|
|
(31,188
|
)
|
|||
Net income
|
|
396,918
|
|
|
(954
|
)
|
|
395,964
|
|
|||
Comprehensive income
|
|
472,834
|
|
|
(954
|
)
|
|
471,880
|
|
|||
|
|
|
|
|
|
|
||||||
Basic net income per share
|
|
$
|
3.97
|
|
|
$
|
(0.01
|
)
|
|
$
|
3.96
|
|
Diluted net income per share
|
|
$
|
3.91
|
|
|
$
|
(0.01
|
)
|
|
$
|
3.90
|
|
|
|
Year Ended December 31, 2013
|
||||||||||
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net sales
|
|
$
|
3,308,989
|
|
|
$
|
627
|
|
|
$
|
3,309,616
|
|
Cost of sales
|
|
2,446,235
|
|
|
(1,251
|
)
|
|
2,444,984
|
|
|||
Gross profit
|
|
862,754
|
|
|
1,878
|
|
|
864,632
|
|
|||
Operating income
|
|
368,529
|
|
|
1,878
|
|
|
370,407
|
|
|||
Foreign currency (loss) gain, net
|
|
(259
|
)
|
|
1,152
|
|
|
893
|
|
|||
Other expense, net
|
|
(4,758
|
)
|
|
(431
|
)
|
|
(5,189
|
)
|
|||
Income before taxes and equity in earnings of unconsolidated affiliates
|
|
378,380
|
|
|
2,599
|
|
|
380,979
|
|
|||
Income tax expense
|
|
(25,179
|
)
|
|
(4,919
|
)
|
|
(30,098
|
)
|
|||
Net income
|
|
353,038
|
|
|
(2,320
|
)
|
|
350,718
|
|
|||
Comprehensive income
|
|
317,083
|
|
|
(2,320
|
)
|
|
314,763
|
|
|||
|
|
|
|
|
|
|
||||||
Basic net income per share
|
|
$
|
3.77
|
|
|
$
|
(0.03
|
)
|
|
$
|
3.74
|
|
Diluted net income per share
|
|
$
|
3.70
|
|
|
$
|
(0.03
|
)
|
|
$
|
3.67
|
|
|
|
Year Ended December 31, 2014
|
||||||||||
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net income
|
|
$
|
396,918
|
|
|
$
|
(954
|
)
|
|
$
|
395,964
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Remeasurement of monetary assets and liabilities
|
|
8,772
|
|
|
(1,556
|
)
|
|
7,216
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, trade, unbilled and retainage
|
|
453,826
|
|
|
8,804
|
|
|
462,630
|
|
|||
Prepaid expenses and other current assets
|
|
(19,947
|
)
|
|
(16,858
|
)
|
|
(36,805
|
)
|
|||
Project assets and deferred project costs
|
|
141,908
|
|
|
1,139
|
|
|
143,047
|
|
|||
Accounts payable
|
|
(52,339
|
)
|
|
(718
|
)
|
|
(53,057
|
)
|
|||
Income taxes payable
|
|
(989
|
)
|
|
(142
|
)
|
|
(1,131
|
)
|
|||
Accrued expenses and other liabilities
|
|
(452,438
|
)
|
|
10,285
|
|
|
(442,153
|
)
|
|||
Net cash provided by operating activities
|
|
680,989
|
|
|
—
|
|
|
680,989
|
|
|
|
Year Ended December 31, 2013
|
||||||||||
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net income
|
|
$
|
353,038
|
|
|
$
|
(2,320
|
)
|
|
$
|
350,718
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Share-based compensation
|
|
55,079
|
|
|
(494
|
)
|
|
54,585
|
|
|||
Remeasurement of monetary assets and liabilities
|
|
(15,109
|
)
|
|
(1,152
|
)
|
|
(16,261
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, trade, unbilled and retainage
|
|
564,964
|
|
|
5,767
|
|
|
570,731
|
|
|||
Prepaid expenses and other current assets
|
|
109,126
|
|
|
10,115
|
|
|
119,241
|
|
|||
Project assets and deferred project costs
|
|
(316,022
|
)
|
|
(683
|
)
|
|
(316,705
|
)
|
|||
Accounts payable
|
|
(93,259
|
)
|
|
431
|
|
|
(92,828
|
)
|
|||
Income taxes payable
|
|
36,307
|
|
|
85
|
|
|
36,392
|
|
|||
Accrued expenses and other liabilities
|
|
(138,937
|
)
|
|
(11,749
|
)
|
|
(150,686
|
)
|
|||
Net cash provided by operating activities
|
|
856,126
|
|
|
—
|
|
|
856,126
|
|
•
|
Level 1 – Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.
|
•
|
Level 2 – Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and value drivers are observable in active markets are Level 2 valuation techniques.
|
•
|
Level 3 – Valuation techniques in which one or more significant inputs or value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect our own assumptions about the assumptions that market participants would use to price an asset or liability.
|
|
|
Useful Lives
in Years
|
Buildings and building improvements
|
|
25 – 40
|
Manufacturing machinery and equipment
|
|
5 – 7
|
Furniture, fixtures, computer hardware, and computer software
|
|
3 – 7
|
Leasehold improvements
|
|
up to 15
|
Milestone
|
|
Arrangements Accounted for under ASC 360-20 (Real Estate Sales)
|
|
Arrangements Accounted for under ASC 605-35 (Long-Term Construction Contracts)
|
Execution of a definitive sales arrangement, but all revenue recognition criteria are not yet met
|
|
Deferred project costs
|
|
Deferred project costs
|
Pre-execution of a definitive sales arrangement
|
|
Project asset
|
|
Deferred project costs (recoverable pre-contract costs)
|
(i)
|
We apply the percentage-of-completion method, as further described below, to certain real estate sales arrangements in which
we convey control of land or land rights,
when a sale has been consummated, we have transferred the usual risks and rewards of ownership to the buyer, the initial and continuing investment criteria have been met, we have the ability to estimate our costs and progress toward completion, and all other revenue recognition criteria have been met. When evaluating whether the usual risks and rewards of ownership have transferred to the buyer, we consider whether we have or may be contingently required to have any prohibited forms of continuing involvement with the project pursuant to ASC 360-20. The initial and continuing investment requirements, which demonstrate a buyer’s commitment to honor its obligations for the sales arrangement, can typically be met through the receipt of cash or an irrevocable letter of credit from a highly creditworthy lending institution.
|
(ii)
|
Depending on whether the initial and continuing investment requirements have been met and whether collectability from the buyer is reasonably assured, we may align our revenue recognition and release of project assets or deferred project costs to cost of sales with the receipt of payment from the buyer if the sale has been consummated and we have transferred the usual risks and rewards of ownership to the buyer.
|
Reporting Unit
|
|
Balance at December 31, 2014
|
|
Acquisitions
|
|
Balance at December 31, 2015
|
||||||
CdTe components
|
|
$
|
403,420
|
|
|
$
|
—
|
|
|
$
|
403,420
|
|
Crystalline silicon components
|
|
6,097
|
|
|
—
|
|
|
6,097
|
|
|||
Systems
|
|
68,833
|
|
|
—
|
|
|
68,833
|
|
|||
Accumulated impairment losses
|
|
(393,365
|
)
|
|
—
|
|
|
(393,365
|
)
|
|||
Total
|
|
$
|
84,985
|
|
|
$
|
—
|
|
|
$
|
84,985
|
|
Reporting Unit
|
|
Balance at December 31, 2013
|
|
Acquisitions
|
|
Balance at December 31, 2014
|
||||||
CdTe components
|
|
$
|
403,420
|
|
|
$
|
—
|
|
|
$
|
403,420
|
|
Crystalline silicon components
|
|
6,097
|
|
|
—
|
|
|
6,097
|
|
|||
Systems
|
|
68,833
|
|
|
—
|
|
|
68,833
|
|
|||
Accumulated impairment losses
|
|
(393,365
|
)
|
|
—
|
|
|
(393,365
|
)
|
|||
Total
|
|
$
|
84,985
|
|
|
$
|
—
|
|
|
$
|
84,985
|
|
|
|
December 31, 2015
|
||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Patents
|
|
$
|
6,070
|
|
|
$
|
(1,824
|
)
|
|
$
|
4,246
|
|
Developed technology
|
|
114,565
|
|
|
(8,809
|
)
|
|
105,756
|
|
|||
Total
|
|
$
|
120,635
|
|
|
$
|
(10,633
|
)
|
|
$
|
110,002
|
|
|
|
December 31, 2014
|
||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Patents
|
|
$
|
5,347
|
|
|
$
|
(1,208
|
)
|
|
$
|
4,139
|
|
Developed technology
|
|
2,757
|
|
|
(460
|
)
|
|
2,297
|
|
|||
In-process research and development
|
|
112,800
|
|
|
—
|
|
|
112,800
|
|
|||
Total
|
|
$
|
120,904
|
|
|
$
|
(1,668
|
)
|
|
$
|
119,236
|
|
|
|
Amortization Expense
|
||
2016
|
|
$
|
11,787
|
|
2017
|
|
11,403
|
|
|
2018
|
|
11,161
|
|
|
2019
|
|
11,161
|
|
|
2020
|
|
11,161
|
|
|
Thereafter
|
|
53,329
|
|
|
Total amortization expense
|
|
$
|
110,002
|
|
|
|
2015
|
|
2014
|
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Cash
|
|
$
|
1,126,496
|
|
|
$
|
1,480,452
|
|
Cash equivalents:
|
|
|
|
|
||||
Money market funds
|
|
330
|
|
|
1,602
|
|
||
Total cash and cash equivalents
|
|
1,126,826
|
|
|
1,482,054
|
|
||
Marketable securities:
|
|
|
|
|
||||
Foreign debt
|
|
663,454
|
|
|
462,731
|
|
||
Time deposits
|
|
40,000
|
|
|
40,000
|
|
||
U.S. debt
|
|
—
|
|
|
2,800
|
|
||
U.S. government obligations
|
|
—
|
|
|
3,501
|
|
||
Total marketable securities
|
|
703,454
|
|
|
509,032
|
|
||
Total cash, cash equivalents, and marketable securities
|
|
$
|
1,830,280
|
|
|
$
|
1,991,086
|
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
665,900
|
|
|
$
|
9
|
|
|
$
|
2,455
|
|
|
$
|
663,454
|
|
Time deposits
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
||||
Total
|
|
$
|
705,900
|
|
|
$
|
9
|
|
|
$
|
2,455
|
|
|
$
|
703,454
|
|
|
|
As of December 31, 2014
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
463,466
|
|
|
$
|
18
|
|
|
$
|
753
|
|
|
$
|
462,731
|
|
Time deposits
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
||||
U.S. debt
|
|
2,800
|
|
|
—
|
|
|
—
|
|
|
2,800
|
|
||||
U.S. government obligations
|
|
3,500
|
|
|
1
|
|
|
—
|
|
|
3,501
|
|
||||
Total
|
|
$
|
509,766
|
|
|
$
|
19
|
|
|
$
|
753
|
|
|
$
|
509,032
|
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
One year or less
|
|
$
|
290,377
|
|
|
$
|
9
|
|
|
$
|
406
|
|
|
$
|
289,980
|
|
One year to two years
|
|
228,492
|
|
|
—
|
|
|
1,183
|
|
|
227,309
|
|
||||
Two years to three years
|
|
187,031
|
|
|
—
|
|
|
866
|
|
|
186,165
|
|
||||
Total
|
|
$
|
705,900
|
|
|
$
|
9
|
|
|
$
|
2,455
|
|
|
$
|
703,454
|
|
|
|
As of December 31, 2014
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
One year or less
|
|
$
|
329,974
|
|
|
$
|
14
|
|
|
$
|
174
|
|
|
$
|
329,814
|
|
One year to two years
|
|
125,892
|
|
|
5
|
|
|
380
|
|
|
125,517
|
|
||||
Two years to three years
|
|
53,900
|
|
|
—
|
|
|
199
|
|
|
53,701
|
|
||||
Total
|
|
$
|
509,766
|
|
|
$
|
19
|
|
|
$
|
753
|
|
|
$
|
509,032
|
|
|
|
As of December 31, 2015
|
||||||||||||||||||||||
|
|
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
|
||||||||||||
Foreign debt
|
|
$
|
629,033
|
|
|
$
|
2,386
|
|
|
$
|
31,491
|
|
|
$
|
69
|
|
|
$
|
660,524
|
|
|
$
|
2,455
|
|
Total
|
|
$
|
629,033
|
|
|
$
|
2,386
|
|
|
$
|
31,491
|
|
|
$
|
69
|
|
|
$
|
660,524
|
|
|
$
|
2,455
|
|
|
|
As of December 31, 2014
|
||||||||||||||||||||||
|
|
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
|
||||||||||||
Foreign debt
|
|
$
|
391,840
|
|
|
$
|
740
|
|
|
$
|
41,060
|
|
|
$
|
13
|
|
|
$
|
432,900
|
|
|
$
|
753
|
|
Total
|
|
$
|
391,840
|
|
|
$
|
740
|
|
|
$
|
41,060
|
|
|
$
|
13
|
|
|
$
|
432,900
|
|
|
$
|
753
|
|
|
|
2015
|
|
2014
|
||||
Restricted cash
|
|
$
|
7,764
|
|
|
$
|
49,818
|
|
Restricted investments
|
|
326,114
|
|
|
357,235
|
|
||
Total restricted cash and investments (1)
|
|
$
|
333,878
|
|
|
$
|
407,053
|
|
(1)
|
There was an additional
$72.5 million
and
$74.7 million
of restricted cash included within prepaid expenses and other current assets at
December 31, 2015
and
2014
, respectively.
|
|
|
As of December 31, 2015
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
177,507
|
|
|
$
|
75,670
|
|
|
$
|
—
|
|
|
$
|
253,177
|
|
U.S. government obligations
|
|
61,228
|
|
|
11,709
|
|
|
—
|
|
|
72,937
|
|
||||
Total
|
|
$
|
238,735
|
|
|
$
|
87,379
|
|
|
$
|
—
|
|
|
$
|
326,114
|
|
|
|
As of December 31, 2014
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
189,455
|
|
|
$
|
93,280
|
|
|
$
|
—
|
|
|
$
|
282,735
|
|
U.S. government obligations
|
|
58,510
|
|
|
15,990
|
|
|
—
|
|
|
74,500
|
|
||||
Total
|
|
$
|
247,965
|
|
|
$
|
109,270
|
|
|
$
|
—
|
|
|
$
|
357,235
|
|
|
|
2015
|
|
2014
|
||||
Accounts receivable trade, gross
|
|
$
|
500,631
|
|
|
$
|
142,542
|
|
Allowance for doubtful accounts
|
|
(2
|
)
|
|
(7,108
|
)
|
||
Accounts receivable trade, net
|
|
$
|
500,629
|
|
|
$
|
135,434
|
|
|
|
2015
|
|
2014
|
||||
Accounts receivable, unbilled
|
|
$
|
40,205
|
|
|
$
|
41,868
|
|
Retainage
|
|
18,966
|
|
|
35,103
|
|
||
Accounts receivable, unbilled and retainage
|
|
$
|
59,171
|
|
|
$
|
76,971
|
|
|
|
2015
|
|
2014
|
||||
Raw materials
|
|
$
|
159,078
|
|
|
$
|
157,468
|
|
Work in process
|
|
19,736
|
|
|
20,829
|
|
||
Finished goods
|
|
309,369
|
|
|
442,408
|
|
||
Inventories
|
|
$
|
488,183
|
|
|
$
|
620,705
|
|
Inventories – current
|
|
$
|
380,424
|
|
|
$
|
505,088
|
|
Inventories – noncurrent
|
|
$
|
107,759
|
|
|
$
|
115,617
|
|
|
|
2015
|
|
2014
|
||||
Prepaid expenses
|
|
$
|
74,990
|
|
|
$
|
42,193
|
|
Derivative instruments
|
|
2,691
|
|
|
9,791
|
|
||
Restricted cash
|
|
72,526
|
|
|
74,695
|
|
||
Other current assets
|
|
98,770
|
|
|
75,472
|
|
||
Prepaid expenses and other current assets
|
|
$
|
248,977
|
|
|
$
|
202,151
|
|
|
|
2015
|
|
2014
|
||||
Land
|
|
$
|
12,063
|
|
|
$
|
12,378
|
|
Buildings and improvements (1)
|
|
410,898
|
|
|
397,087
|
|
||
Machinery and equipment (1)
|
|
1,824,717
|
|
|
1,649,363
|
|
||
Office equipment and furniture
|
|
144,773
|
|
|
134,268
|
|
||
Leasehold improvements
|
|
50,546
|
|
|
50,096
|
|
||
Construction in progress
|
|
37,734
|
|
|
154,497
|
|
||
Stored assets (2)
|
|
138,954
|
|
|
155,389
|
|
||
Property, plant and equipment, gross
|
|
2,619,685
|
|
|
2,553,078
|
|
||
Less: accumulated depreciation
|
|
(1,335,549
|
)
|
|
(1,133,090
|
)
|
||
Property, plant and equipment, net
|
|
$
|
1,284,136
|
|
|
$
|
1,419,988
|
|
(1)
|
In 2015, we reclassified
$15.2 million
and
$2.5 million
from “Assets held for sale” to “Building and improvements” and “Machinery and equipment,” respectively, as these assets no longer met the criteria to be classified as held for sale.
|
(2)
|
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
|
|
|
2015
|
|
2014
|
||||
PV solar power systems, gross
|
|
$
|
97,991
|
|
|
$
|
47,727
|
|
Accumulated depreciation
|
|
(4,250
|
)
|
|
(1,334
|
)
|
||
PV solar power systems, net
|
|
$
|
93,741
|
|
|
$
|
46,393
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest cost incurred
|
|
$
|
(19,367
|
)
|
|
$
|
(10,828
|
)
|
|
$
|
(11,703
|
)
|
Interest cost capitalized – property, plant and equipment
|
|
1,335
|
|
|
2,324
|
|
|
2,608
|
|
|||
Interest cost capitalized – project assets
|
|
11,057
|
|
|
6,522
|
|
|
7,211
|
|
|||
Interest expense, net
|
|
$
|
(6,975
|
)
|
|
$
|
(1,982
|
)
|
|
$
|
(1,884
|
)
|
|
|
2015
|
|
2014
|
||||
Project assets – development costs, including project acquisition and land costs
|
|
436,375
|
|
|
379,373
|
|
||
Project assets – construction costs
|
|
674,762
|
|
|
408,402
|
|
||
Project assets
|
|
1,111,137
|
|
|
787,775
|
|
||
Deferred project costs – current
|
|
187,940
|
|
|
29,354
|
|
||
Deferred project costs – noncurrent
|
|
—
|
|
|
22,573
|
|
||
Deferred project costs
|
|
187,940
|
|
|
51,927
|
|
||
Total project assets and deferred project costs
|
|
$
|
1,299,077
|
|
|
$
|
839,702
|
|
|
|
2015
|
|
2014
|
||||
Notes receivable (1)
|
|
$
|
12,648
|
|
|
$
|
12,096
|
|
Income taxes receivable
|
|
4,071
|
|
|
4,850
|
|
||
Deferred rent
|
|
23,317
|
|
|
23,823
|
|
||
Other
|
|
29,686
|
|
|
20,901
|
|
||
Other assets
|
|
$
|
69,722
|
|
|
$
|
61,670
|
|
(1)
|
On
April 8, 2009
, we entered into a credit facility agreement with a solar power project entity of one of our customers for an available amount of
€17.5 million
to provide financing for a PV solar power system. The credit facility replaced a bridge loan that we had made to this entity. The credit facility bears interest at
8.0%
per annum payable quarterly with the full amount due on December 31, 2026. As of
December 31, 2015
and
2014
, the balance on the credit facility was
€7.0 million
(
$7.6 million
and
$8.5 million
, respectively, at the balance sheet dates). On
February 7, 2014
, we entered into a convertible loan agreement with a strategic entity for an available amount of up to
$5.0 million
. The loan bears interest at
8.0%
per annum. As of
December 31, 2015
and
2014
, the balance outstanding on the convertible loan was
$5.0 million
and
$3.5 million
respectively.
|
|
|
2015
|
|
2014
|
||||
Accrued compensation and benefits
|
|
$
|
63,699
|
|
|
$
|
43,072
|
|
Accrued property, plant and equipment
|
|
7,808
|
|
|
30,723
|
|
||
Accrued inventory and balance of systems parts
|
|
53,542
|
|
|
36,233
|
|
||
Accrued project assets and deferred project costs
|
|
145,695
|
|
|
113,012
|
|
||
Product warranty liability (1)
|
|
38,468
|
|
|
69,656
|
|
||
Accrued expenses in excess of normal product warranty liability and related expenses (1)
|
|
5,040
|
|
|
7,800
|
|
||
Other
|
|
95,200
|
|
|
87,660
|
|
||
Accrued expenses
|
|
$
|
409,452
|
|
|
$
|
388,156
|
|
(1)
|
See Note 16 “Commitments and Contingencies”
to our consolidated financial statements for further discussion of “Product warranty liability” and “Accrued expenses in excess of normal product warranty liability and related expenses.”
|
|
|
2015
|
|
2014
|
||||
Deferred revenue
|
|
$
|
17,957
|
|
|
$
|
21,879
|
|
Derivative instruments
|
|
16,450
|
|
|
7,657
|
|
||
Contingent consideration (1)
|
|
9,233
|
|
|
36,817
|
|
||
Financing liability (2)
|
|
5,277
|
|
|
—
|
|
||
Other
|
|
8,821
|
|
|
22,311
|
|
||
Other current liabilities
|
|
$
|
57,738
|
|
|
$
|
88,664
|
|
(1)
|
See Note 16 “Commitments and Contingencies”
to our consolidated financial statements for further discussion.
|
(2)
|
See Note 12 “Investments in Unconsolidated Affiliates and Joint Ventures” to our consolidated financial statements for further discussion of the financing liabilities associated with our leaseback of the Maryland Solar project.
|
|
|
2015
|
|
2014
|
||||
Product warranty liability (1)
|
|
$
|
193,283
|
|
|
$
|
153,401
|
|
Other taxes payable
|
|
66,549
|
|
|
82,555
|
|
||
Contingent consideration (1)
|
|
8,756
|
|
|
17,077
|
|
||
Liability in excess of normal product warranty liability and related expenses (1)
|
|
19,565
|
|
|
23,139
|
|
||
Financing liability (2)
|
|
36,706
|
|
|
—
|
|
||
Other
|
|
67,453
|
|
|
44,412
|
|
||
Other liabilities
|
|
$
|
392,312
|
|
|
$
|
320,584
|
|
(1)
|
See Note 16 “Commitments and Contingencies”
to our consolidated financial statements for further discussion on “Product warranty liability,” “Contingent consideration,” and “Liability in excess of normal product warranty liability and related expenses.”
|
(2)
|
See Note 12 “Investments in Unconsolidated Affiliates and Joint Ventures” to our consolidated financial statements for further discussion of the financing liabilities associated with our leaseback of the Maryland Solar project.
|
|
|
December 31, 2015
|
||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
$
|
132
|
|
|
$
|
285
|
|
Cross-currency swap contract
|
|
—
|
|
|
6,909
|
|
|
13,835
|
|
|||
Interest rate swap contract
|
|
—
|
|
|
16
|
|
|
—
|
|
|||
Total derivatives designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
7,057
|
|
|
$
|
14,120
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
2,691
|
|
|
$
|
9,393
|
|
|
$
|
—
|
|
Total derivatives not designated as hedging instruments
|
|
$
|
2,691
|
|
|
$
|
9,393
|
|
|
$
|
—
|
|
Total derivative instruments
|
|
$
|
2,691
|
|
|
$
|
16,450
|
|
|
$
|
14,120
|
|
|
|
December 31, 2014
|
||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
1,213
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross-currency swap contract
|
|
—
|
|
|
2,996
|
|
|
8,995
|
|
|||
Interest rate swap contract
|
|
—
|
|
|
164
|
|
|
46
|
|
|||
Total derivatives designated as hedging instruments
|
|
$
|
1,213
|
|
|
$
|
3,160
|
|
|
$
|
9,041
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
8,578
|
|
|
$
|
4,497
|
|
|
$
|
—
|
|
Total derivatives not designated as hedging instruments
|
|
$
|
8,578
|
|
|
$
|
4,497
|
|
|
$
|
—
|
|
Total derivative instruments
|
|
$
|
9,791
|
|
|
$
|
7,657
|
|
|
$
|
9,041
|
|
|
|
December 31, 2015
|
||||||||||||||||||
|
|
|
|
|
|
|
|
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
|
|
$
|
(417
|
)
|
|
—
|
|
|
(417
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(417
|
)
|
Cross-currency swap contract
|
|
$
|
(20,744
|
)
|
|
—
|
|
|
(20,744
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(20,744
|
)
|
Interest rate swap contract
|
|
$
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(16
|
)
|
|
|
December 31, 2014
|
||||||||||||||||||
|
|
|
|
|
|
|
|
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
|
|
$
|
1,213
|
|
|
—
|
|
|
1,213
|
|
|
—
|
|
|
—
|
|
|
$
|
1,213
|
|
Cross-currency swap contract
|
|
$
|
(11,991
|
)
|
|
—
|
|
|
(11,991
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(11,991
|
)
|
Interest rate swap contract
|
|
$
|
(210
|
)
|
|
—
|
|
|
(210
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(210
|
)
|
|
|
Foreign Exchange Forward Contracts
|
|
Interest Rate Swap Contract
|
|
Cross Currency Swap Contract
|
|
Total
|
||||||||
Balance in accumulated other comprehensive income (loss) at December 31, 2012
|
|
$
|
8,980
|
|
|
$
|
(1,467
|
)
|
|
$
|
(8,031
|
)
|
|
$
|
(518
|
)
|
Amounts recognized in other comprehensive income (loss)
|
|
8,486
|
|
|
(30
|
)
|
|
(6,666
|
)
|
|
1,790
|
|
||||
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 (loss) gain, net
|
|
—
|
|
|
—
|
|
|
8,426
|
|
|
8,426
|
|
||||
Interest expense, net
|
|
—
|
|
|
794
|
|
|
451
|
|
|
1,245
|
|
||||
Balance in accumulated other comprehensive income (loss) at December 31, 2013
|
|
4,351
|
|
|
(703
|
)
|
|
(5,820
|
)
|
|
(2,172
|
)
|
||||
Amounts recognized in other comprehensive income (loss)
|
|
1,769
|
|
|
12
|
|
|
(2,846
|
)
|
|
(1,065
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
|
501
|
|
|
—
|
|
|
—
|
|
|
501
|
|
||||
Foreign currency (loss) gain, net
|
|
—
|
|
|
—
|
|
|
5,050
|
|
|
5,050
|
|
||||
Interest expense, net
|
|
—
|
|
|
481
|
|
|
217
|
|
|
698
|
|
||||
Balance in accumulated other comprehensive income (loss) at December 31, 2014
|
|
6,621
|
|
|
(210
|
)
|
|
(3,399
|
)
|
|
3,012
|
|
||||
Amounts reclassified to net sales as a result of forecasted transactions being probable of not occurring
|
|
(1,295
|
)
|
|
—
|
|
|
—
|
|
|
(1,295
|
)
|
||||
Amounts recognized in other comprehensive income (loss)
|
|
832
|
|
|
23
|
|
|
(9,219
|
)
|
|
(8,364
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
(487
|
)
|
|
—
|
|
|
—
|
|
|
(487
|
)
|
||||
Cost of sales
|
|
(5,509
|
)
|
|
—
|
|
|
—
|
|
|
(5,509
|
)
|
||||
Foreign currency (loss) gain, net
|
|
—
|
|
|
—
|
|
|
10,135
|
|
|
10,135
|
|
||||
Interest expense, net
|
|
—
|
|
|
171
|
|
|
466
|
|
|
637
|
|
||||
Balance in accumulated other comprehensive income (loss) at December 31, 2015
|
|
$
|
162
|
|
|
$
|
(16
|
)
|
|
$
|
(2,017
|
)
|
|
$
|
(1,871
|
)
|
|
|
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain (Loss) Recognized in Income
|
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign exchange forward contracts
|
|
Foreign currency (loss) gain, net
|
|
$
|
(3,425
|
)
|
|
$
|
(8,066
|
)
|
|
$
|
6,063
|
|
Foreign exchange forward contracts
|
|
Cost of sales
|
|
12,422
|
|
|
13,240
|
|
|
(3,760
|
)
|
|||
Foreign exchange forward contracts
|
|
Net sales
|
|
—
|
|
|
—
|
|
|
5,324
|
|
|
|
December 31, 2015
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Indian rupee
|
|
INR1,290.0
|
|
$19.4
|
|
|
December 31, 2014
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Australian dollar
|
|
AUD 38.4
|
|
$31.5
|
Japanese yen
|
|
JPY1,223.2
|
|
$10.3
|
|
|
December 31, 2015
|
||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Euro
|
|
€42.0
|
|
$45.9
|
Sell
|
|
Euro
|
|
€150.1
|
|
$164.0
|
Purchase
|
|
Australian dollar
|
|
AUD 41.1
|
|
$29.9
|
Sell
|
|
Australian dollar
|
|
AUD 89.0
|
|
$64.8
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 61.4
|
|
$14.3
|
Sell
|
|
Malaysian ringgit
|
|
MYR 80.7
|
|
$18.8
|
Sell
|
|
Canadian dollar
|
|
CAD 4.5
|
|
$3.2
|
Sell
|
|
Japanese yen
|
|
JPY 8,448.7
|
|
$70.1
|
Purchase
|
|
British pound
|
|
GBP 11.1
|
|
$16.5
|
Sell
|
|
British pound
|
|
GBP 16.0
|
|
$23.7
|
Sell
|
|
Indian rupee
|
|
INR 8,939.0
|
|
$134.6
|
Purchase
|
|
South African rand
|
|
ZAR 41.1
|
|
$2.7
|
Sell
|
|
South African rand
|
|
ZAR 81.5
|
|
$5.3
|
|
|
December 31, 2014
|
||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Euro
|
|
€91.1
|
|
$110.9
|
Sell
|
|
Euro
|
|
€92.4
|
|
$112.5
|
Purchase
|
|
Australian dollar
|
|
AUD 26.0
|
|
$21.3
|
Sell
|
|
Australian dollar
|
|
AUD 118.0
|
|
$96.7
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 146.0
|
|
$41.7
|
Sell
|
|
Malaysian ringgit
|
|
MYR 93.6
|
|
$26.7
|
Purchase
|
|
Canadian dollar
|
|
CAD 0.7
|
|
$0.6
|
Sell
|
|
Canadian dollar
|
|
CAD 8.3
|
|
$7.1
|
Purchase
|
|
Japanese yen
|
|
JPY 244.6
|
|
$2.1
|
Sell
|
|
Japanese yen
|
|
JPY 2,322.1
|
|
$19.5
|
Purchase
|
|
British pound
|
|
GBP 1.4
|
|
$2.2
|
Sell
|
|
British pound
|
|
GBP 37.7
|
|
$58.6
|
•
|
Cash equivalents.
At
December 31, 2015
and
2014
, our cash equivalents consisted of money market funds. We value our money market cash equivalents using observable inputs that reflect quoted prices for securities with identical characteristics, and accordingly, we classify the valuation techniques that use these inputs as Level 1.
|
•
|
Marketable securities and restricted investments.
At
December 31, 2015
, our marketable securities consisted of foreign debt and time deposits, and our restricted investments consisted of foreign and U.S. government obligations. At
December 31, 2014
, our marketable securities consisted of foreign debt, time deposits, U.S. 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 observable inputs that reflect quoted prices for securities with identical characteristics or 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 either Level 1 or Level 2 depending on the inputs used. We also consider the effect of our counterparties’ credit standings in these fair value measurements.
|
•
|
Derivative assets and liabilities
. At
December 31, 2015
and
2014
, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies, an interest rate swap contract involving a benchmark of interest rates, and a cross-currency swap contract including both. Since our derivative assets and liabilities are not traded on an exchange, we value them using standard industry 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 counterparties’ and our own credit standing in the fair value measurements of our derivative assets and liabilities, respectively.
|
|
|
December 31, 2015
|
||||||||||||||
|
|
|
|
Fair Value Measurements at Reporting
Date Using
|
||||||||||||
|
|
Total Fair
Value and
Carrying
Value on Our
Balance Sheet
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
330
|
|
|
$
|
330
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign debt
|
|
663,454
|
|
|
—
|
|
|
663,454
|
|
|
—
|
|
||||
Time deposits
|
|
40,000
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
||||
Restricted investments
|
|
326,114
|
|
|
—
|
|
|
326,114
|
|
|
—
|
|
||||
Derivative assets
|
|
2,691
|
|
|
—
|
|
|
2,691
|
|
|
—
|
|
||||
Total assets
|
|
$
|
1,032,589
|
|
|
$
|
40,330
|
|
|
$
|
992,259
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
30,570
|
|
|
$
|
—
|
|
|
$
|
30,570
|
|
|
$
|
—
|
|
|
|
December 31, 2014
|
||||||||||||||
|
|
|
|
Fair Value Measurements at Reporting
Date Using
|
||||||||||||
|
|
Total Fair
Value and
Carrying
Value on Our
Balance Sheet
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
1,602
|
|
|
$
|
1,602
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign debt
|
|
462,731
|
|
|
—
|
|
|
462,731
|
|
|
—
|
|
||||
Time deposits
|
|
40,000
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
||||
U.S debt
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
|
—
|
|
||||
U.S. government obligations
|
|
3,501
|
|
|
—
|
|
|
3,501
|
|
|
—
|
|
||||
Restricted investments
|
|
357,235
|
|
|
—
|
|
|
357,235
|
|
|
—
|
|
||||
Derivative assets
|
|
9,791
|
|
|
—
|
|
|
9,791
|
|
|
—
|
|
||||
Total assets
|
|
$
|
877,660
|
|
|
$
|
41,602
|
|
|
$
|
836,058
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
16,698
|
|
|
$
|
—
|
|
|
$
|
16,698
|
|
|
$
|
—
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
$
|
703,454
|
|
|
$
|
703,454
|
|
|
$
|
509,032
|
|
|
$
|
509,032
|
|
Foreign exchange forward contract assets
|
|
2,691
|
|
|
2,691
|
|
|
9,791
|
|
|
9,791
|
|
||||
Restricted investments
|
|
326,114
|
|
|
326,114
|
|
|
357,235
|
|
|
357,235
|
|
||||
Notes receivable – noncurrent
|
|
12,648
|
|
|
18,382
|
|
|
12,096
|
|
|
12,189
|
|
||||
Notes receivable, affiliates – noncurrent
|
|
17,887
|
|
|
19,932
|
|
|
9,127
|
|
|
9,812
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current maturities
|
|
$
|
288,350
|
|
|
$
|
294,449
|
|
|
$
|
211,915
|
|
|
$
|
224,489
|
|
Interest rate swap contract liabilities
|
|
16
|
|
|
16
|
|
|
210
|
|
|
210
|
|
||||
Cross-currency swap contract liabilities
|
|
20,744
|
|
|
20,744
|
|
|
11,991
|
|
|
11,991
|
|
||||
Foreign exchange forward contract liabilities
|
|
9,810
|
|
|
9,810
|
|
|
4,497
|
|
|
4,497
|
|
|
|
2015
|
|
2014
|
||||
Equity method investments
|
|
$
|
375,355
|
|
|
$
|
249,614
|
|
Cost method investments
|
|
24,450
|
|
|
5,415
|
|
||
Investments in unconsolidated affiliates and joint ventures
|
|
$
|
399,805
|
|
|
$
|
255,029
|
|
|
|
Fiscal 2015
|
||
Summary statement of operations information:
|
|
|
||
Net sales
|
|
$
|
7,099
|
|
Operating loss
|
|
(555
|
)
|
|
Net income
|
|
8,936
|
|
|
Net income attributable to equity method investees
|
|
111,135
|
|
|
|
|
|
||
|
|
As of Fiscal 2015
|
||
Summary balance sheet information:
|
|
|
||
Current assets
|
|
$
|
70,135
|
|
Long-term assets
|
|
1,938,785
|
|
|
Current liabilities
|
|
150,313
|
|
|
Long-term liabilities
|
|
309,169
|
|
|
Noncontrolling interests, including redeemable noncontrolling interests
|
|
101,520
|
|
|
|
|
|
|
|
Balance (USD)
|
||||||
Loan Agreement
|
|
Maturity
|
|
Loan Denomination
|
|
2015
|
|
2014
|
||||
Revolving credit facility
|
|
July 2018
|
|
USD
|
|
$
|
—
|
|
|
$
|
—
|
|
Project construction credit facilities
|
|
Various
|
|
Various
|
|
218,183
|
|
|
75,418
|
|
||
Malaysian ringgit facility agreement
|
|
September 2018
|
|
MYR
|
|
54,175
|
|
|
88,606
|
|
||
Malaysian euro facility agreement
|
|
April 2018
|
|
EUR
|
|
21,869
|
|
|
34,112
|
|
||
Malaysian facility agreement
|
|
March 2016
|
|
EUR
|
|
5,100
|
|
|
25,818
|
|
||
Capital lease obligations
|
|
Various
|
|
Various
|
|
1,065
|
|
|
1,558
|
|
||
Long-term debt principal
|
|
|
|
|
|
300,392
|
|
|
225,512
|
|
||
Less: unamortized discount and issuance costs
|
|
|
|
|
|
(10,977
|
)
|
|
(12,039
|
)
|
||
Total long-term debt
|
|
|
|
|
|
289,415
|
|
|
213,473
|
|
||
Less: current portion
|
|
|
|
|
|
(38,090
|
)
|
|
(51,399
|
)
|
||
Noncurrent portion
|
|
|
|
|
|
$
|
251,325
|
|
|
$
|
162,074
|
|
Loan Agreement
|
|
Borrowing Rate at December 31, 2015
|
Revolving Credit Facility
|
|
2.86%
|
Luz del Norte Credit Facilities
|
|
Fixed rate loans at bank rate plus 3.50%
|
|
Variable rate loans at 91-Day U.S. Treasury Bill Yield or LIBOR plus 3.50%
|
|
|
VAT loans at bank rate plus 1.30%
|
|
Japan Credit Facility
|
|
TIBOR plus 0.5%
|
India Credit Facilities
|
|
Bank rate plus 2.35%
|
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)
|
||
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 10 “Derivative Financial Instruments”
to our consolidated financial statements.
|
|
|
Total Debt
|
||
2016
|
|
$
|
38,331
|
|
2017
|
|
29,419
|
|
|
2018
|
|
67,692
|
|
|
2019
|
|
5,785
|
|
|
2020
|
|
11,930
|
|
|
Thereafter
|
|
146,170
|
|
|
Total long-term debt future principal payments
|
|
$
|
299,327
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total Minimum Lease Payments
|
Less Amounts Representing Interest
|
Present Value of Minimum Lease Payments
|
Less Current Portion of Capital Leases
|
Noncurrent Portion of Capital Leases
|
||||||||||||||||||
Gross operating lease obligations
|
$
|
18,273
|
|
|
$
|
16,025
|
|
|
$
|
13,733
|
|
|
$
|
10,505
|
|
|
$
|
5,378
|
|
|
$
|
104,860
|
|
|
$
|
168,774
|
|
|
|
|
|
||||
Sublease income
|
(1,449
|
)
|
|
(1,449
|
)
|
|
(906
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,804
|
)
|
|
|
|
|
|||||||||||
Net operating lease obligations
|
16,824
|
|
|
14,576
|
|
|
12,827
|
|
|
10,505
|
|
|
5,378
|
|
|
104,860
|
|
|
164,970
|
|
|
|
|
|
|||||||||||
Capital leases
|
540
|
|
|
420
|
|
|
97
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
1,122
|
|
(57
|
)
|
1,065
|
|
(374
|
)
|
691
|
|
|||||||
Total
|
$
|
17,364
|
|
|
$
|
14,996
|
|
|
$
|
12,924
|
|
|
$
|
10,570
|
|
|
$
|
5,378
|
|
|
$
|
104,860
|
|
|
$
|
166,092
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Product warranty liability, beginning of period
|
|
$
|
223,057
|
|
|
$
|
198,041
|
|
|
$
|
191,596
|
|
Accruals for new warranties issued
|
|
50,040
|
|
|
40,599
|
|
|
35,985
|
|
|||
Settlements
|
|
(13,392
|
)
|
|
(16,721
|
)
|
|
(33,499
|
)
|
|||
Changes in estimate of product warranty liability
|
|
(27,954
|
)
|
|
1,138
|
|
|
3,959
|
|
|||
Product warranty liability, end of period
|
|
$
|
231,751
|
|
|
$
|
223,057
|
|
|
$
|
198,041
|
|
Current portion of warranty liability
|
|
$
|
38,468
|
|
|
$
|
69,656
|
|
|
$
|
67,097
|
|
Noncurrent portion of warranty liability
|
|
$
|
193,283
|
|
|
$
|
153,401
|
|
|
$
|
130,944
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of sales
|
|
$
|
10,713
|
|
|
$
|
11,713
|
|
|
$
|
17,116
|
|
Research and development
|
|
4,109
|
|
|
4,417
|
|
|
5,760
|
|
|||
Selling, general and administrative
|
|
30,052
|
|
|
27,660
|
|
|
31,426
|
|
|||
Production start-up
|
|
25
|
|
|
20
|
|
|
283
|
|
|||
Total share-based compensation expense
|
|
$
|
44,899
|
|
|
$
|
43,810
|
|
|
$
|
54,585
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Restricted and performance stock units
|
|
$
|
40,393
|
|
|
$
|
42,852
|
|
|
$
|
51,433
|
|
Unrestricted stock
|
|
1,326
|
|
|
1,326
|
|
|
1,253
|
|
|||
Stock purchase plan
|
|
1,254
|
|
|
1,003
|
|
|
998
|
|
|||
|
|
42,973
|
|
|
45,181
|
|
|
53,684
|
|
|||
Net amount released from (absorbed into) inventory
|
|
1,926
|
|
|
(1,371
|
)
|
|
901
|
|
|||
Total share-based compensation expense
|
|
$
|
44,899
|
|
|
$
|
43,810
|
|
|
$
|
54,585
|
|
|
|
Number of Shares
|
|
Weighted Average
Grant-Date
Fair Value
|
||
Unvested restricted stock units at December 31, 2014
|
|
4,319,461
|
|
$
|
29.80
|
|
Restricted stock units granted
|
|
444,942
|
|
60.91
|
|
|
Restricted stock units vested
|
|
(1,629,123)
|
|
33.88
|
|
|
Restricted stock units forfeited
|
|
(160,787)
|
|
41.32
|
|
|
Unvested restricted stock units at December 31, 2015
|
|
2,974,493
|
|
$
|
31.59
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
U.S. income
|
|
$
|
126,958
|
|
|
$
|
139,137
|
|
|
$
|
78,346
|
|
Non-U.S. income
|
|
392,877
|
|
|
292,964
|
|
|
302,633
|
|
|||
Income before income taxes
|
|
$
|
519,835
|
|
|
$
|
432,101
|
|
|
$
|
380,979
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current expense:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
20,208
|
|
|
$
|
15,492
|
|
|
$
|
44,518
|
|
State
|
|
4,172
|
|
|
1,699
|
|
|
836
|
|
|||
Foreign
|
|
23,215
|
|
|
8,123
|
|
|
5,622
|
|
|||
Total current expense
|
|
47,595
|
|
|
25,314
|
|
|
50,976
|
|
|||
Deferred (benefit) expense:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
(716
|
)
|
|
2,926
|
|
|
(12,022
|
)
|
|||
State
|
|
3,118
|
|
|
5,133
|
|
|
2,229
|
|
|||
Foreign
|
|
(56,153
|
)
|
|
(2,185
|
)
|
|
(11,085
|
)
|
|||
Total deferred (benefit) expense
|
|
(53,751
|
)
|
|
5,874
|
|
|
(20,878
|
)
|
|||
Total income tax (benefit) expense
|
|
$
|
(6,156
|
)
|
|
$
|
31,188
|
|
|
$
|
30,098
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
|
Tax
|
|
Percent
|
|
Tax
|
|
Percent
|
|
Tax
|
|
Percent
|
|||||||||
Statutory income tax expense
|
|
$
|
181,936
|
|
|
35.0
|
%
|
|
$
|
151,235
|
|
|
35.0
|
%
|
|
$
|
133,342
|
|
|
35.0
|
%
|
Non-deductible expenses
|
|
4,161
|
|
|
0.8
|
%
|
|
3,001
|
|
|
0.7
|
%
|
|
707
|
|
|
0.2
|
%
|
|||
State tax, net of federal benefit
|
|
5,437
|
|
|
1.0
|
%
|
|
4,549
|
|
|
1.0
|
%
|
|
1,579
|
|
|
0.4
|
%
|
|||
Effect of tax holiday
|
|
(126,324
|
)
|
|
(24.3
|
)%
|
|
(80,049
|
)
|
|
(18.5
|
)%
|
|
(80,076
|
)
|
|
(21.0
|
)%
|
|||
Foreign tax rate differential
|
|
(9,637
|
)
|
|
(1.9
|
)%
|
|
(7,524
|
)
|
|
(1.7
|
)%
|
|
(19,839
|
)
|
|
(5.2
|
)%
|
|||
Effect of private letter ruling
|
|
(41,694
|
)
|
|
(8.0
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Tax credits
|
|
(2,566
|
)
|
|
(0.5
|
)%
|
|
(3,014
|
)
|
|
(0.7
|
)%
|
|
(13,267
|
)
|
|
(3.5
|
)%
|
|||
Other
|
|
(9,670
|
)
|
|
(1.8
|
)%
|
|
(5,369
|
)
|
|
(1.2
|
)%
|
|
1,606
|
|
|
0.4
|
%
|
|||
Impact of changes in valuation allowance
|
|
(7,799
|
)
|
|
(1.5
|
)%
|
|
(31,641
|
)
|
|
(7.4
|
)%
|
|
6,046
|
|
|
1.6
|
%
|
|||
Reported income tax (benefit) expense
|
|
$
|
(6,156
|
)
|
|
(1.2
|
)%
|
|
$
|
31,188
|
|
|
7.2
|
%
|
|
$
|
30,098
|
|
|
7.9
|
%
|
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Goodwill
|
|
$
|
32,022
|
|
|
$
|
39,299
|
|
Compensation
|
|
38,938
|
|
|
38,890
|
|
||
Accrued expenses
|
|
74,432
|
|
|
59,517
|
|
||
Tax credits
|
|
211,066
|
|
|
174,633
|
|
||
Net operating losses
|
|
95,562
|
|
|
86,268
|
|
||
Inventory
|
|
5,961
|
|
|
11,435
|
|
||
Deferred expenses
|
|
8,559
|
|
|
3,778
|
|
||
Property, plant and equipment
|
|
38,869
|
|
|
48,026
|
|
||
Long-term contracts
|
|
2,522
|
|
|
11,120
|
|
||
Other
|
|
8,622
|
|
|
5,736
|
|
||
Deferred tax assets, gross
|
|
516,553
|
|
|
478,702
|
|
||
Valuation allowance
|
|
(121,524
|
)
|
|
(129,323
|
)
|
||
Deferred tax assets, net of valuation allowance
|
|
395,029
|
|
|
349,379
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Capitalized interest
|
|
(4,270
|
)
|
|
(5,216
|
)
|
||
Acquisition accounting / basis difference
|
|
(3,527
|
)
|
|
(13,780
|
)
|
||
Restricted investments and derivatives
|
|
(14,128
|
)
|
|
(18,124
|
)
|
||
Investments in foreign subsidiaries
|
|
(379
|
)
|
|
(967
|
)
|
||
Equity in earnings
|
|
(21,895
|
)
|
|
(1,020
|
)
|
||
Other
|
|
(2,388
|
)
|
|
(5,044
|
)
|
||
Deferred tax liabilities
|
|
(46,587
|
)
|
|
(44,151
|
)
|
||
Net deferred tax assets and liabilities
|
|
$
|
348,442
|
|
|
$
|
305,228
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Valuation allowance, beginning of year
|
|
$
|
129,323
|
|
|
$
|
160,965
|
|
|
$
|
154,919
|
|
Additions
|
|
368
|
|
|
2,068
|
|
|
15,059
|
|
|||
Reversals
|
|
(8,167
|
)
|
|
(33,710
|
)
|
|
(9,013
|
)
|
|||
Valuation allowance, end of year
|
|
$
|
121,524
|
|
|
$
|
129,323
|
|
|
$
|
160,965
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefits, beginning of year
|
|
$
|
162,029
|
|
|
$
|
183,239
|
|
|
$
|
174,181
|
|
Increases related to prior year tax positions
|
|
484
|
|
|
522
|
|
|
6,178
|
|
|||
Decreases related to prior year tax positions
|
|
(2,693
|
)
|
|
(2,513
|
)
|
|
(15,245
|
)
|
|||
Decreases from lapse in statute of limitations
|
|
(13,827
|
)
|
|
(28,649
|
)
|
|
—
|
|
|||
Decreases relating to settlements with authorities
|
|
(20,485
|
)
|
|
(3,111
|
)
|
|
—
|
|
|||
Increases related to current tax positions
|
|
16,247
|
|
|
12,541
|
|
|
18,125
|
|
|||
Unrecognized tax benefits, end of year
|
|
$
|
141,755
|
|
|
$
|
162,029
|
|
|
$
|
183,239
|
|
|
|
Tax Years
|
Australia
|
|
2011 - 2015
|
Germany
|
|
2010 - 2014
|
Malaysia
|
|
2010 - 2014
|
United States
|
|
2008 - 2009; 2012 - 2014
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Basic net income per share
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
546,421
|
|
|
$
|
395,964
|
|
|
$
|
350,718
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common stock outstanding
|
|
100,886
|
|
|
100,048
|
|
|
93,697
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted net income per share
|
|
|
|
|
|
|
|
|
|
|||
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common stock outstanding
|
|
100,886
|
|
|
100,048
|
|
|
93,697
|
|
|||
Effect of restricted and performance stock units and stock purchase plan shares
|
|
929
|
|
|
1,595
|
|
|
1,771
|
|
|||
Weighted-average shares used in computing diluted net income per share
|
|
101,815
|
|
|
101,643
|
|
|
95,468
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Per share information – basic:
|
|
|
|
|
|
|
||||||
Net income per share
|
|
$
|
5.42
|
|
|
$
|
3.96
|
|
|
$
|
3.74
|
|
|
|
|
|
|
|
|
||||||
Per share information – diluted:
|
|
|
|
|
|
|
|
|
|
|||
Net income per share
|
|
$
|
5.37
|
|
|
$
|
3.90
|
|
|
$
|
3.67
|
|
|
|
2015
|
|
2014
|
|
2013
|
Anti-dilutive shares
|
|
48
|
|
70
|
|
86
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
|
$
|
546,421
|
|
|
$
|
395,964
|
|
|
$
|
350,718
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(16,432
|
)
|
|
(19,147
|
)
|
|
4,295
|
|
|||
Unrealized (loss) gain on marketable securities and restricted investments for the period, net of tax of $1,248, $(6,644), and $3,334
|
|
(15,413
|
)
|
|
90,868
|
|
|
(39,685
|
)
|
|||
Less: reclassification for gains included in net income, net of tax of $0, $83, and $0
|
|
(2
|
)
|
|
(127
|
)
|
|
—
|
|
|||
Unrealized (loss) gain on marketable securities and restricted investments
|
|
(15,415
|
)
|
|
90,741
|
|
|
(39,685
|
)
|
|||
Unrealized (loss) on derivative instruments for the period, net of tax of $(207), $(711), and $(2,387)
|
|
(8,572
|
)
|
|
(1,777
|
)
|
|
(596
|
)
|
|||
Less: reclassification for losses included in net income, net of tax of $2,278, $(150), and $3,475
|
|
5,759
|
|
|
6,099
|
|
|
31
|
|
|||
Unrealized (loss) gain on derivative instruments
|
|
(2,813
|
)
|
|
4,322
|
|
|
(565
|
)
|
|||
Other comprehensive (loss) income, net of tax
|
|
(34,660
|
)
|
|
75,916
|
|
|
(35,955
|
)
|
|||
Comprehensive income
|
|
$
|
511,761
|
|
|
$
|
471,880
|
|
|
$
|
314,763
|
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Marketable Securities
|
|
Unrealized Gain (Loss) on Derivative Instruments
|
|
Total
|
||||||||
Balance as of December 31, 2013
|
|
$
|
(34,190
|
)
|
|
$
|
11,558
|
|
|
$
|
(3,144
|
)
|
|
$
|
(25,776
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(19,147
|
)
|
|
90,868
|
|
|
(1,777
|
)
|
|
69,944
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
(127
|
)
|
|
6,099
|
|
|
5,972
|
|
||||
Net other comprehensive (loss) income
|
|
(19,147
|
)
|
|
90,741
|
|
|
4,322
|
|
|
75,916
|
|
||||
Balance as of December 31, 2014
|
|
(53,337
|
)
|
|
102,299
|
|
|
1,178
|
|
|
50,140
|
|
||||
Other comprehensive loss before reclassifications
|
|
(16,432
|
)
|
|
(15,413
|
)
|
|
(8,572
|
)
|
|
(40,417
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
(2
|
)
|
|
5,759
|
|
|
5,757
|
|
||||
Net other comprehensive loss
|
|
(16,432
|
)
|
|
(15,415
|
)
|
|
(2,813
|
)
|
|
(34,660
|
)
|
||||
Balance as of December 31, 2015
|
|
$
|
(69,769
|
)
|
|
$
|
86,884
|
|
|
$
|
(1,635
|
)
|
|
$
|
15,480
|
|
Details of Accumulated Other Comprehensive Income
|
|
Amounts Reclassified for the Year Ended December 31,
|
|
Income Statement Line Item
|
||||||
|
2015
|
|
2014
|
|
||||||
(Losses) and gains on marketable securities and restricted investments:
|
|
|
|
|
|
|
||||
|
|
$
|
2
|
|
|
$
|
210
|
|
|
Other expense, net
|
|
|
—
|
|
|
83
|
|
|
Tax expense
|
||
|
|
$
|
2
|
|
|
$
|
127
|
|
|
Total, net of tax
|
Gains and (losses) on derivative contracts:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
1,782
|
|
|
$
|
—
|
|
|
Net sales
|
Foreign exchange forward contracts
|
|
5,509
|
|
|
(501
|
)
|
|
Cost of sales
|
||
Interest rate and cross currency swap contracts
|
|
(10,135
|
)
|
|
(698
|
)
|
|
Interest expense, net
|
||
Cross currency swap contract
|
|
(637
|
)
|
|
(5,050
|
)
|
|
Foreign currency (loss) gain, net
|
||
|
|
(3,481
|
)
|
|
(6,249
|
)
|
|
Total before tax
|
||
|
|
(2,278
|
)
|
|
150
|
|
|
Tax expense
|
||
|
|
$
|
(5,759
|
)
|
|
$
|
(6,099
|
)
|
|
Total, net of tax
|
|
|
Year Ended
|
||||||||||
|
|
December 31, 2015
|
||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
||||||
Net sales
|
|
$
|
1,389,579
|
|
|
$
|
2,189,416
|
|
|
$
|
3,578,995
|
|
Gross profit (1)
|
|
347,853
|
|
|
571,414
|
|
|
919,267
|
|
|||
Depreciation and amortization expense
|
|
243,898
|
|
|
14,124
|
|
|
258,022
|
|
|||
Income before income taxes (1)
|
|
171,817
|
|
|
348,018
|
|
|
519,835
|
|
|||
Goodwill
|
|
16,152
|
|
|
68,833
|
|
|
84,985
|
|
|||
Total assets
|
|
4,037,955
|
|
|
3,278,376
|
|
|
7,316,331
|
|
|
|
Year Ended
|
||||||||||
|
|
December 31, 2014
|
||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
||||||
Net sales
|
|
$
|
1,102,674
|
|
|
$
|
2,288,513
|
|
|
$
|
3,391,187
|
|
Gross profit
|
|
93,510
|
|
|
731,431
|
|
|
824,941
|
|
|||
Depreciation and amortization expense
|
|
223,381
|
|
|
23,268
|
|
|
246,649
|
|
|||
(Loss) income before income taxes
|
|
(105,531
|
)
|
|
537,632
|
|
|
432,101
|
|
|||
Goodwill
|
|
16,152
|
|
|
68,833
|
|
|
84,985
|
|
|||
Total assets
|
|
4,168,060
|
|
|
2,552,931
|
|
|
6,720,991
|
|
|
|
Year Ended
|
||||||||||
|
|
December 31, 2013
|
||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
||||||
Net sales
|
|
$
|
1,173,947
|
|
|
$
|
2,135,669
|
|
|
$
|
3,309,616
|
|
Gross profit
|
|
88,506
|
|
|
776,126
|
|
|
864,632
|
|
|||
Depreciation and amortization expense
|
|
211,357
|
|
|
27,417
|
|
|
238,774
|
|
|||
(Loss) income before income taxes
|
|
(221,230
|
)
|
|
602,209
|
|
|
380,979
|
|
(1)
|
The operating results for our components segment for the year ended
December 31, 2015
include the impact of the
$80.0 million
reduction in our module collection and recycling liability.
See Note 14 “Solar Module Collection and Recycling Liability”
to our consolidated financial statements for more information regarding the change in this liability.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Solar module revenue
|
|
$
|
227,461
|
|
|
$
|
228,319
|
|
|
$
|
380,869
|
|
Solar power system revenue
|
|
3,351,534
|
|
|
3,162,868
|
|
|
2,928,747
|
|
|||
Net sales
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
|
$
|
3,309,616
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
|
$
|
3,117,797
|
|
|
$
|
3,042,006
|
|
|
$
|
2,832,102
|
|
Germany
|
|
63,709
|
|
|
121,941
|
|
|
142,028
|
|
|||
India
|
|
134,462
|
|
|
44,118
|
|
|
8,253
|
|
|||
Australia
|
|
185,064
|
|
|
157,152
|
|
|
604
|
|
|||
France
|
|
—
|
|
|
8,409
|
|
|
35,772
|
|
|||
Canada
|
|
6,188
|
|
|
7,085
|
|
|
264,573
|
|
|||
United Arab Emirates
|
|
—
|
|
|
569
|
|
|
21,137
|
|
|||
Honduras
|
|
48,773
|
|
|
—
|
|
|
—
|
|
|||
All other foreign countries
|
|
23,002
|
|
|
9,907
|
|
|
5,147
|
|
|||
Net sales
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
|
$
|
3,309,616
|
|
|
|
2015
|
|
2014
|
||||
United States
|
|
$
|
1,434,891
|
|
|
$
|
1,206,333
|
|
Malaysia
|
|
788,086
|
|
|
936,482
|
|
||
Chile
|
|
270,623
|
|
|
103,604
|
|
||
All other foreign countries
|
|
183,354
|
|
|
59,664
|
|
||
Long-lived assets
|
|
$
|
2,676,954
|
|
|
$
|
2,306,083
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||
|
Net Sales
|
% of Total NS
|
A/R Outstanding
|
% of Total A/R
|
|
Net Sales
|
% of Total NS
|
A/R Outstanding
|
% of Total A/R
|
|
Net Sales
|
% of Total NS
|
|||||||||||||||
Customer #1
|
*
|
|
*
|
|
$
|
69,452
|
|
15
|
%
|
|
*
|
|
*
|
|
*
|
|
*
|
|
|
*
|
|
*
|
|
||||
Customer #2
|
*
|
|
*
|
|
*
|
|
*
|
|
|
*
|
|
*
|
|
$
|
18,549
|
|
14
|
%
|
|
*
|
|
*
|
|
||||
Customer #3
|
$
|
1,060,074
|
|
30
|
%
|
$
|
96,956
|
|
21
|
%
|
|
$
|
1,065,862
|
|
31
|
%
|
*
|
|
*
|
|
|
*
|
|
*
|
|
||
Customer #4
|
*
|
|
*
|
|
*
|
|
*
|
|
|
$
|
524,678
|
|
15
|
%
|
$
|
32,612
|
|
24
|
%
|
|
$
|
664,669
|
|
20
|
%
|
||
Customer #5
|
*
|
|
*
|
|
*
|
|
*
|
|
|
*
|
|
*
|
|
$
|
17,199
|
|
13
|
%
|
|
*
|
|
*
|
|
||||
Customer #6
|
$
|
946,820
|
|
26
|
%
|
$
|
216,296
|
|
48
|
%
|
|
$
|
467,941
|
|
14
|
%
|
*
|
|
*
|
|
|
$
|
584,638
|
|
18
|
%
|
*
|
Net sales and/or accounts receivable to these customers were less than 10% of our total net sales and/or accounts receivable during the period.
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Date of
First Filing
|
|
Exhibit
Number
|
|
Filed
Herewith
|
||
3.1
|
|
|
Amended and Restated Certificate of Incorporation of First Solar, Inc.
|
|
S-1/A
|
|
333-135574
|
|
9/18/06
|
|
3.1
|
|
|
|
3.2
|
|
|
Amended and Restated Bylaws of First Solar, Inc.
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
4.4
|
|
†
|
Facility Agreement dated May 6, 2008 between First Solar Malaysia Sdn. Bhd., as borrower, and IKB Deutsche Industriebank AG, as arranger, NATIXIS Zweigniederlassung Deutschland, as facility agent and original lender, AKA Ausfuhrkredit-Gesellschaft mbH, as original lender, and NATIXIS Labuan Branch as security agent
|
|
8-K
|
|
001-33156
|
|
5/12/08
|
|
10.1
|
|
|
|
4.5
|
|
|
First Demand Guaranty dated May 6, 2008 by First Solar Inc, as guarantor, in favor of IKB Deutsche Industriebank AG, NATIXIS Zweigniederlassung Deutschland, AKA Ausfuhrkredit-Gesellschaft mbH and NATIXIS Labuan Branch
|
|
8-K
|
|
001-33156
|
|
5/12/08
|
|
10.2
|
|
|
|
4.6
|
|
|
Credit Agreement, dated as of September 4, 2009, among First Solar, Inc., First Solar Manufacturing GmbH, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America and The Royal Bank of Scotland plc, as Documentation Agents, and Credit Suisse, Cayman Islands Branch, as Syndication Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.1
|
|
|
|
4.7
|
|
|
Charge of Company Shares, dated as of September 4, 2009, between First Solar, Inc., as Chargor, and JPMorgan Chase Bank, N.A., as Security Agent, relating to 66% of the shares of First Solar FE Holdings Pte. Ltd. (Singapore)
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.2
|
|
|
|
4.8
|
|
|
German Share Pledge Agreements, dated as of September 4, 2009, between First Solar, Inc., First Solar Holdings GmbH, First Solar Manufacturing GmbH, First Solar GmbH, and JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.3
|
|
|
|
4.9
|
|
|
Guarantee and Collateral Agreement, dated as of September 4, 2009, by First Solar, Inc. in favor of JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.4
|
|
|
|
4.10
|
|
|
Guarantee, dated as of September 8, 2009, between First Solar Holdings GmbH, First Solar GmbH, First Solar Manufacturing GmbH, as German Guarantors, and JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.5
|
|
|
|
4.11
|
|
|
Assignment Agreement, dated as of September 4, 2009, between First Solar Holdings GmbH and JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.6
|
|
|
|
4.12
|
|
|
Assignment Agreement, dated as of September 4, 2009, between First Solar GmbH and JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.7
|
|
|
|
4.13
|
|
|
Assignment Agreement, dated as of September 8, 2009, between First Solar Manufacturing GmbH and JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.8
|
|
|
|
4.14
|
|
|
Security Trust Agreement, dated as of September 4, 2009, between First Solar, Inc., First Solar Holdings GmbH, First Solar GmbH, First Solar Manufacturing GmbH, as Security Grantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other Secured Parties party thereto
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.9
|
|
|
|
4.15
|
|
|
Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, Bank of America N.A. and The Royal Bank of Scotland PLC, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
001-33156
|
|
10/20/10
|
|
10.1
|
|
|
|
4.16
|
|
|
Facility Agreement dated as of August 3, 2011 among First Solar Malaysia Sdn. Bhd., Commerzbank Aktiengesellschaft, as arranger and original lender, Commerzbank Aktiengesellschaft, Luxembourg Branch, as facility agent and security agent, and Natixis Zweigniederlassung Deutschland, as arranger and original lender
|
|
10-Q
|
|
001-33156
|
|
8/5/11
|
|
10.1
|
|
|
|
4.17
|
|
|
First Demand Guaranty, dated as of August 3, 2011, among First Solar, Inc., First Solar Malaysia Sdn. Bhd. and Commerzbank Aktiengesellschaft, Luxembourg Branch, as facility agent and security agent
|
|
10-Q
|
|
001-33156
|
|
8/5/11
|
|
10.2
|
|
|
|
4.18
|
|
|
First Amendment, dated as of May 6, 2011, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
001-33156
|
|
5/12/11
|
|
10.1
|
|
|
|
4.19
|
|
|
Credit Facility Agreement, dated as of May 18, 2011, among First Solar Manufacturing GmbH, Commerzbank Aktiengesellschaft, Luxembourg Branch, as security agent, and the additional finance parties party thereto
|
|
8-K
|
|
001-33156
|
|
5/24/11
|
|
10.1
|
|
|
|
4.20
|
|
|
Guarantee Agreement, dates as of May 18, 2011, among First Solar, Inc., First Solar Manufacturing GmbH and Commerzbank Aktiengesellschaft, Luxembourg Branch
|
|
8-K
|
|
001-33156
|
|
5/24/11
|
|
10.2
|
|
|
|
4.21
|
|
|
Facility Agreement, dated June 30, 2011, among First Solar Malaysia Sdn. Bhd., as borrower, First Solar, Inc., as guarantor, CIMB Investment Bank Berhad, Maybank Investment Bank Berhad and RHB Investment Bank Berhad, as arrangers, CIMB Investment Bank Berhad as facility agent and security agent, and the original lenders party thereto
|
|
8-K
|
|
001-33156
|
|
7/7/11
|
|
10.1
|
|
|
|
4.22
|
|
|
Second Amendment and Waiver, dated as of June 30, 2011, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
001-33156
|
|
7/14/11
|
|
10.1
|
|
|
|
4.23
|
|
|
Amendment Letter, dated as of November 8, 2011, to the Facility Agreement, dated June 30, 2011, among First Solar Malaysia Sdn. Bhd., as borrower, First Solar, Inc., as guarantor, CIMB Investment Bank Berhad, Maybank Investment Bank Berhad and RHB Investment Bank Berhad, as arrangers, CIMB Investment Bank Berhad as facility agent and security agent, and the original lenders party thereto
|
|
10-K
|
|
001-33156
|
|
2/29/12
|
|
10.1
|
|
|
|
4.24
|
|
|
Third Amendment, dated as of October 23, 2012 to the Amended and Restated Credit Agreement dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
001-33156
|
|
10/26/12
|
|
10.1
|
|
|
|
4.25
|
|
|
Amendment dated as of November 7, 2012 to the Export Financing Facility Agreement dated May 6, 2008 (as amended, the “Malaysian Facility Agreement”) among FS Malaysia, the lenders party thereto, and Natixis Zweigniederlassung Deutschland, as Facility Agent.
|
|
10-K
|
|
001-33156
|
|
2/27/13
|
|
4.25
|
|
|
|
4.26
|
|
|
Fourth Amendment dated as of July 15, 2013, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
|
|
8-K
|
|
001-33156
|
|
7/15/13
|
|
10.1
|
|
|
|
4.27
|
|
|
Amended and Restated Guarantee and Collateral Agreement, dated as of July 15, 2013, by First Solar, Inc., First Solar Electric, LLC, First Solar Electric (California), Inc. and First Solar Development, LLC in favor of JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
001-33156
|
|
7/15/13
|
|
10.2
|
|
|
|
4.28
|
|
|
Second Amendment to the Malaysian Euro Facility Agreement
|
|
10-Q
|
|
001-33156
|
|
8/7/13
|
|
4.1
|
|
|
|
4.29
|
|
|
Fifth Amendment, dated as of June 3, 2015, to the Amended and Restated Credit Agreement, dated as of October 1, 2010, among First Solar, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
|
|
8-K
|
|
001-33156
|
|
8/6/15
|
|
10.1
|
|
|
|
10.1
|
|
†
|
Amendment to the Framework Agreement dated April 10, 2006 on the Sale and Purchase of Solar Modules between First Solar GmbH and Blitzstrom GmbH
|
|
10-K
|
|
001-33156
|
|
3/16/07
|
|
10.02
|
|
|
|
10.2
|
|
|
Amended and Restated 2006 Omnibus Incentive Compensation Plan
|
|
10-Q
|
|
001-33156
|
|
5/1/09
|
|
10.2
|
|
|
|
10.3
|
|
|
Form of Change in Control Severance Agreement
|
|
S-1/A
|
|
333-135574
|
|
10/25/06
|
|
10.15
|
|
|
|
10.4
|
|
|
Form of Director and Officer Indemnification Agreement
|
|
10-K
|
|
001-33156
|
|
2/27/13
|
|
10.20
|
|
|
|
10.5
|
|
|
First Solar, Inc. 2010 Omnibus Incentive Compensation Plan
|
|
DEF 14A
|
|
001-33156
|
|
4/20/10
|
|
App. A
|
|
|
|
10.6
|
|
|
First Solar, Inc. Stock Purchase Plan
|
|
DEF 14A
|
|
001-33156
|
|
4/20/10
|
|
App. B
|
|
|
|
10.7
|
|
|
Employment Agreement, dated March 15, 2011, and Change in Control Severance Agreement, dated April 4, 2011 between First Solar, Inc. and Mark Widmar
|
|
10-Q
|
|
001-33156
|
|
5/5/11
|
|
10.3
|
|
|
|
10.8
|
|
|
Employment Agreement, dated March 14, 2012, and Change in Control Severance Agreement, dated March 19, 2012 between First Solar, Inc. and James Hughes
|
|
10-Q
|
|
001-33156
|
|
5/4/12
|
|
10.1
|
|
|
|
10.9
|
|
|
Form of Key Senior Talent Equity Performance Program Grant Notice
|
|
10-Q
|
|
001-33156
|
|
5/4/12
|
|
10.2
|
|
|
|
10.10
|
|
|
Amendment to Employment Agreement, effective as of May 3, 2012, between First Solar, Inc. and James Hughes, and Amendment to Non-Competition and Non-Solicitation Agreement, effective as of May 3, 2012, between First Solar, Inc. and James Hughes.
|
|
8-K
|
|
001-33156
|
|
5/11/12
|
|
10.1
|
|
|
|
10.11
|
|
|
Employment Agreement, effective July 1, 2012, and Change in Control Severance Agreement, effective July 1, 2012 between First Solar, Inc. and Georges Antoun
|
|
10-Q
|
|
001-33156
|
|
8/3/12
|
|
10.1
|
|
|
|
10.12
|
|
|
Non-Competition and Non-Solicitation Agreement, effective as of March 15, 2011, between First Solar, Inc. and Mark Widmar
|
|
10-Q
|
|
001-33156
|
|
5/7/13
|
|
10.2
|
|
|
|
10.13
|
|
|
Change in Control Severance Agreement, effective as of July 1, 2012, between First Solar, Inc. and Georges Antoun
|
|
10-Q
|
|
001-33156
|
|
5/7/13
|
|
10.3
|
|
|
|
10.14
|
|
|
Amendment to Change in Control Severance Agreement
|
|
10-Q
|
|
001-33156
|
|
8/7/13
|
|
10.1
|
|
|
|
10.15
|
|
|
Employment Agreement, effective September 9, 2013, and Change in Control Severance Agreement, effective September 9, 2013 between First Solar, Inc. and Joseph Kishkill
|
|
10-K
|
|
001-33156
|
|
2/25/15
|
|
10.25
|
|
|
|
10.16
|
|
|
Employment Agreement, effective March 3, 2014, and Change in Control Severance Agreement, effective March 3, 2014 between First Solar, Inc. and Paul Kaleta
|
|
10-K
|
|
001-33156
|
|
2/26/14
|
|
10.1
|
|
|
|
10.17
|
|
|
Amended and Restated Corporate Governance Guidelines dated February 18, 2016
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
10.18
|
|
|
Restricted Cash Assignment of Deposits
|
|
10-Q
|
|
001-33156
|
|
8/6/14
|
|
10.2
|
|
|
|
10.19
|
|
|
Master Formation Agreement by and between First Solar, Inc. and SunPower Corporation as of March 10, 2015
|
|
8-K
|
|
001-33156
|
|
3/11/15
|
|
2.1
|
|
|
|
10.20
|
|
|
First Solar, Inc. 2015 Omnibus Incentive Compensation Plan
|
|
DEF 14A
|
|
001-33156
|
|
4/8/15
|
|
App. A
|
|
|
|
10.21
|
|
|
Amended and Restated Limited Liability Company Agreement of 8Point3 Operating Company, LLC as of June 24, 2015
|
|
10-Q
|
|
001-33156
|
|
8/5/15
|
|
10.1
|
|
|
|
10.22
|
|
†
|
Amended and Restated Limited Liability Company Agreement of 8Point3 Holding Company, LLC as of June 24, 2015
|
|
10-Q
|
|
001-33156
|
|
8/5/15
|
|
10.2
|
|
|
|
10.23
|
|
|
Employment Agreement, effective as of July 25, 2011, and Change in Control Severance Agreement, effective as of October 25, 2011 and amended as of August 1, 2013, between First Solar, Inc. and Philip Tymen deJong
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
10.24
|
|
|
Employment Agreement, effective as of May 1, 2012, and Change in Control Severance Agreement, effective as of May 1, 2012 and amended as of August 1, 2013, between First Solar, Inc. and Raffi Garabedian
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
10.25
|
|
|
Employment Agreement, effective as of December 31, 2012 and amended as of April 8, 2013, and Change in Control Severance Agreement, effective as of December 31, 2012 and amended as of August 1, 2013, between First Solar, Inc. and Timothy Rebhorn
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
10.26
|
|
|
Employment Agreement, effective as of February 17, 2016, and Change in Control Severance Agreement, effective as of February 17, 2016 between First Solar, Inc. and Chris Bueter
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
14.1
|
|
|
Code of Ethics
|
|
10-Q
|
|
001-33156
|
|
8/5/15
|
|
14.1
|
|
|
|
21.1
|
|
|
List of Subsidiaries of First Solar, Inc.
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
31.01
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
31.02
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
32.01
|
|
*
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
101.INS
|
|
|
XBRL Instance Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
101.DEF
|
|
|
XBRL Definition Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
101.LAB
|
|
|
XBRL Taxonomy Label Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
101.PRE
|
|
|
XBLR Taxonomy Extension Presentation Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
†
|
Confidential treatment has been requested and granted for portions of this exhibit.
|
*
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
1.
|
The Board of Directors
- The business of First Solar, Inc. (the “Company”) shall be conducted under the oversight of the Board of Directors (the “Board”). The Board shall select the Chief Executive Officer (the “CEO”) and delegate to the CEO the authority and responsibility to manage the Company’s operations. The Board may select a Chairman of the Board (the “Chairman”). The day-to-day management of the Company, including the preparation of financial statements and short- and long-term strategic planning, is the responsibility of the Company’s management. The primary responsibility of the Board is to oversee and review management’s performance of these functions.
|
2.
|
Management
- The CEO and senior management shall be responsible for running the Company’s business operations.
|
1.
|
Chairman of the Board and Chief Executive Officer
- The Board shall have the authority to decide whether the Board shall have a Chairman and whether the positions of Chairman and CEO should be held by the same person and shall determine the best arrangement for the Company and its stockholders in light of all relevant and changing circumstances.
|
2.
|
Size of the Board
- The number of directors should not exceed a number that can function efficiently. The Nominating and Governance Committee shall consider and make recommendations to the Board concerning the appropriate size and needs of the Board.
|
3.
|
Board Independence
- The independence of a director is determined according to the Sarbanes-Oxley Act of 2002, the rules and regulations of the Securities and Exchange Commission and the listing standards of the Nasdaq Stock Market. The independence requirements of the Nasdaq Stock Market include a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board is also responsible for making an affirmative determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will review information provided by the directors and the Company with regard to each Director’s business and personal activities as they may relate to the Company and the Company’s management.
|
4.
|
Board Membership Criteria
- The Nominating and Governance Committee shall periodically review with the Board the appropriate skills and characteristics required of Board members given the current Board composition. It is the intent of the Board that the Board will be comprised of individuals who have distinguished records of leadership and success in their area of activity and who will make substantial contributions to Board operations and effectively represent the interests of the stockholders.
|
Adopted as of October 3, 2006
|
Last Revision Effective February 18, 2016
|
5.
|
Selection of New Director Candidates
- The Nominating and Governance Committee shall screen and recommend for selection candidates to the Board.
|
6.
|
Director Orientation and Continuing Education
- The Company shall provide directors with an orientation and education program to familiarize them with the Company’s business operations and plans, industry trends and corporate governance practices, as well as ongoing education on issues facing the Company and on subjects that would assist the directors in discharging their duties.
|
7.
|
Directors Who Experience Change in Present Job Responsibilities or Other Relevant Circumstances
- When there is a significant change in the director’s principal occupation or business affiliation, or other circumstances arise which may raise questions about the director’s continuing qualifications in relation to the Board Membership Criteria set forth above, then the director shall tender her/his resignation or the Nominating and Governance Committee shall ask for such tender. The Nominating and Governance Committee shall consider the tendered resignation and recommend to the Board the action to be taken.
|
8.
|
Service On Other For-Profit Boards
- Independent directors are encouraged to evaluate carefully the time required to serve on other boards (excluding the boards of non-profit organizations) taking into account board attendance, preparation, participation and effectiveness on these boards. Independent directors must advise the Chair of the Nominating and Governance Committee before accepting an invitation to serve on another board to enable the Company to determine whether (i) any regulatory issues or potential conflicts are raised by the director accepting such an invitation and (ii) the director will have the time required for preparation, participation and attendance at meetings of the Board of the Company. Independent directors should not serve on more than five other boards of public companies in addition to the Board of the Company.
|
9.
|
Board Compensation Review
- The Compensation Committee shall periodically receive reports on the status of Board compensation in relation to other comparable U.S. companies and shall be responsible for recommending to the Board changes in compensation for non-employee directors. In recommending Board compensation, the Compensation Committee shall be guided by three goals: compensation should fairly pay directors for work required for a company of our size and scope; (ii) compensation should align directors’ interests with the long-term interests of the Company’s stockholders; and (iii) the structure of the compensation should be clearly disclosed to the Company’s stockholders.
|
Adopted as of October 3, 2006
|
Last Revision Effective February 18, 2016
|
1.
|
Selection of Agenda Items for Board Meetings
- Annually, the Chairman and the CEO will propose for the Board’s approval a schedule for Board and Committee meetings for the upcoming year. Before each meeting, the Chairman and CEO will prepare an agenda which will be circulated to the Board in advance. Management will review proposed agenda items that fall within the scope of responsibilities of a Board committee with the chair of that committee. Any Board member may ask to include items on the agenda.
|
2.
|
Board Materials Distributed in Advance
- Board members shall receive materials related to agenda items in advance of Board meetings so that the directors may prepare to discuss the items at the meeting. Sensitive subjects may be discussed at the meeting without distributing written materials in advance or at the meeting.
|
3.
|
Director Responsibilities
- Directors must exercise their business judgment to act in the best interests of the stockholders and the Company. In discharging this obligation, directors reasonably may rely on the Company’s senior executives and its advisors and auditors. Directors are expected to attend and participate in substantially all meetings of the Board and of committees on which they serve, to spend the time needed to prepare for meetings and to meet as frequently as necessary to discharge their responsibilities.
|
4.
|
Board Presentations and Access to Employees
- Members of senior management may be invited to attend part or all of a Board or Board committee meeting in order to participate in discussions. Generally, presentation of matters to be considered by the Board or Board committee are made by the executive responsible for that area of the Company’s operations. Board members shall have complete access to all other members of management and Company employees.
|
5.
|
Board Access to Independent Advisors
- The Board and its committees may seek advice from outside advisors as appropriate. The Board shall have sole authority to approve related fees and retention terms.
|
6.
|
Executive Sessions of Non-Management Directors
- The independent directors shall meet on a regular basis (at least twice per year) outside the presence of the non-independent directors.
|
1.
|
Committees
- The current Board committees are Audit, Compensation, Nominating and Governance, Project Development and Technology.
|
2.
|
Assignment and Term of Service of Committee Members
- The Board shall be responsible for the appointment of committee members and chairs, based on recommendations of the Nominating and Governance Committee. The Board at its first meeting following the annual meeting of stockholders shall elect the members of each committee.
|
3.
|
Agenda, Frequency, Length and Reports of Committee Meetings
- The chair of each committee shall approve the agenda, length of and attendance at each committee meeting and shall determine the frequency of meetings. Materials related to agenda items shall be given to the committee members sufficiently in advance to allow the members to prepare for discussing
|
Adopted as of October 3, 2006
|
Last Revision Effective February 18, 2016
|
4.
|
Membership
- Only directors meeting the membership requirements of the applicable committee charter may serve on a committee.
|
5.
|
Responsibilities
- The Board shall periodically review the responsibilities of each committee and approve the committee charters, copies of which are attached to these guidelines.
|
1.
|
Formal Evaluation of the CEO
- The Compensation Committee, in consultation with the Chairman and the CEO, shall set annual and long-term performance goals for the Company. The Chair of the Compensation Committee shall lead the discussion of the CEO’s performance relative to such goals with the independent directors and communicate the Board’s evaluation to the CEO. The Compensation Committee will use the evaluation as a factor when determining the compensation of the CEO.
|
2.
|
Board Self-Assessment
- The Board shall conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Nominating and Governance Committee shall solicit comments from all directors and share those comments with the Board. Based on the comments and further discussion, the Board shall make an assessment specifically reviewing areas in which the Board and/or management believes improvements could be made to increase the effectiveness of the Board and its committees.
|
3.
|
Succession Planning
- The Board shall periodically review the Company’s plans regarding succession of the CEO and other senior executive positions. To assist the Board, the CEO shall annually assess senior executives and their succession potential. The CEO shall also provide the Board with an assessment of persons considered potential successors to certain senior executive positions.
|
4.
|
Management Development
- The CEO shall periodically report to the Board on the Company’s program for management development.
|
Adopted as of October 3, 2006
|
Last Revision Effective February 18, 2016
|
deJong Employment Agreement
|
(rev. 7/25/11)
|
(b)
|
Severance Payments in the Case of a Termination Without Cause.
|
deJong Employment Agreement
|
(rev. 7/25/11)
|
deJong Employment Agreement
|
(rev. 7/25/11)
|
deJong Employment Agreement
|
(rev. 7/25/11)
|
If to Employer:
|
First Solar, Inc.
|
|
350 West Washington Street
|
|
Suite 600
|
|
Tempe, Arizona 85281
|
|
Attention: Corporate Secretary
|
|
|
If to Employee:
|
To Employee's then current address on file with Employer
|
deJong Employment Agreement
|
(rev. 7/25/11)
|
deJong Employment Agreement
|
(rev. 7/25/11)
|
|
EMPLOYEE:
|
|
/s/ Philip Tymen deJong
|
|
Philip Tymen deJong
|
|
|
|
EMPLOYER:
|
|
First Solar, Inc.
|
|
By: /s/ Carol Campbell
|
|
Name Printed: Carol Campbell
|
|
Title: EVP, Human Resources
|
|
|
deJong Employment Agreement
|
(rev. 7/25/11)
|
deJong Sample Release Agreement
|
(rev. 7/25/11)
|
deJong Sample Release Agreement
|
2
|
(rev. 7/25/11)
|
FIRST SOLAR, INC.
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
EMPLOYEE
|
|
[NAME]
|
|
Date
|
|
Signed:
|
|
|
|
deJong Sample Release Agreement
|
3
|
(rev. 7/25/11)
|
If to Employer:
|
First Solar, Inc.
|
|
350 West Washington Street
|
|
Suite 600
|
|
Tempe, Arizona 85281
|
|
Attention: Corporate Secretary
|
|
|
If to Employee:
|
To Employee's then current address on file with Employer
|
FIRST SOLAR, INC.,
|
||
|
By:
|
|
|
/s/ Robert J. Gillette
|
|
|
Name: Robert J. Gillette
Title: Chief Executive Officer |
EXECUTIVE:
|
|
|
/s/ Philip Tymen deJong
|
|
Philip Tymen deJong
|
1.
|
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).
|
2.
|
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.
|
3.
|
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).
|
4.
|
Except as provided above, the CIC Agreement shall remain in full force and effect.
|
|
|
by
|
|
|
/s/ Carol Campbell
|
|
Name: Carol Campbell
|
|
Title: EVP, Human Resources
|
|
|
|
|
|
/s/ Philip Tymen de Jong
|
|
Philip Tymen de Jong
|
Garabedian Employment Agreement
|
(rev. 3/28/12)
|
Garabedian Employment Agreement
|
(rev. 3/28/12)
|
Garabedian Employment Agreement
|
(rev. 3/28/12)
|
Garabedian Employment Agreement
|
(rev. 3/28/12)
|
If to Employer:
|
First Solar, Inc.
|
|
350 West Washington Street
|
|
Suite 600
|
|
Tempe, Arizona 85281
|
|
Attention: Corporate Secretary
|
|
|
If to Employee:
|
To Employee's then current address on file with Employer
|
Garabedian Employment Agreement
|
(rev. 3/28/12)
|
Garabedian Employment Agreement
|
(rev. 3/28/12)
|
|
EMPLOYEE:
|
|
|
|
/s/ Raffi Garabedian
|
|
Raffi Garabedian
|
|
|
|
EMPLOYER:
|
|
First Solar, Inc.
|
|
|
|
By: /s/ Carol Campbell
|
|
Name Printed: Carol Campbell
|
|
Title: EVP, Human Resources
|
|
|
Garabedian Employment Agreement
|
(rev. 3/28/12)
|
Garabedian Sample Release
|
(rev. 3/28/12)
|
Garabedian Sample Release
|
2
|
(rev. 3/28/12)
|
FIRST SOLAR, INC.
|
|
EMPLOYEE
|
|
|
|
|
|
Raffi Garabedian
|
|
|
Date:
|
Garabedian Sample Release
|
3
|
(rev. 3/28/12)
|
FIRST SOLAR, INC.,
|
|
|
|
By:
|
|
|
|
/s/ Carol Campbell
|
|
Name: Carol Campbell
|
|
Title: EVP, Human Resources
|
|
|
|
EXECUTIVE:
|
|
|
|
/s/ Raffi Garabedian
|
|
Raffi Garabedian
|
|
|
|
1.
|
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).
|
2.
|
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.
|
3.
|
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).
|
4.
|
Except as provided above, the CIC Agreement shall remain in full force and effect.
|
Garabedian Employment Agreement
|
(rev. 3/28/12)
|
|
|
by
|
|
|
/s/ Carol Campbell
|
|
Name: Carol Campbell
|
|
Title: EVP, Human Resources
|
|
|
|
|
|
/s/ Raffi Garabedian
|
|
Raffi Garabedian
|
FIRST SOLAR, INC.
|
EMPLOYEE
|
|
Timothy Rebhorn
|
|
|
|
Date:
|
If to Employer:
|
First Solar, Inc.
350 West Washington Street
Suite 600
Tempe, AZ 85281
Attention: Corporate Secretary
|
If to Employee:
|
To Employee’s then current address on file with Employer
|
10.
|
Entire Agreement, Modification and Assignment.
|
11.
|
Construction
.
As used in this Agreement, words such as “herein,” “hereinafter,”
|
EMPLOYER:
|
|
EMPLOYEE:
|
FIRST SOLAR, INC.
|
|
|
By: /s/ Authorized Signatory
|
|
/s/ Timothy Rebhorn
|
Its:
|
|
Printed Name: Timothy Rebhorn
|
Printed Name:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee:
|
Timothy Rebhorn
|
|
Place of Signing:
|
Tempe, Arizona
|
Signed:
|
/s/ Timothy Rebhorn
Employee
Print Name: Timothy Rebhorn
Date
|
Agreed to by First Solar, Inc.
|
|
|
By: /s/ Authorized Signatory
Its:
|
|
|
1.
|
Section 1.2 of the Employment Agreement is amended to replace the title
“Senior Vice President, Project Development”
with the title,
“Senior Vice President, Business Development-Americas”
|
2.
|
Section 1.2 of the Employment Agreement is amended to replace the location
“Tempe, Arizona”
with the location
“Houston, Texas”
|
3.
|
Section 2.3 of the Employment Agreement is amended to remove the phrase
“and shall provide Employee with an opportunity to earn up to two (2) times Employee’s target bonus”
|
4.
|
Except as amended above, the Employment Agreement shall remain in full force and effect.
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
If to the Executive:
|
To the Executive’s then current address on file with the Company
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
FIRST SOLAR, INC.,
|
||
|
By:
|
|
|
/s/ James Hughes
|
|
|
Name: James Hughes
Title: Chief Executive Officer |
EXECUTIVE:
|
|
|
/s/ Timothy Rebhorn
|
|
Name: Timothy B Rebhorn
|
|
19 December 2012
|
|
Date:
|
Rebhorn Change in Control Agreement
|
(rev. 12/10/12)
|
1.
|
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).
|
2.
|
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.
|
3.
|
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).
|
4.
|
Except as provided above, the CIC Agreement shall remain in full force and effect.
|
|
|
by
|
|
|
/s/ Carol Campbell
|
|
Name: Carol Campbell
|
|
Title: EVP, Human Resources
|
|
|
|
|
|
|
|
/s/ Timothy Rebhorn
|
|
Tim Rebhorn
|
|
|
|
|
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If to Employer:
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First Solar, Inc.
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350 West Washington Street
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Suite 600
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Tempe, Arizona 85281
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Attention: Corporate Secretary
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If to Employee:
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To Employee's then current address on file with Employer
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EMPLOYEE:
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/s/ Chris Bueter
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Chris Bueter
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EMPLOYER:
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First Solar, Inc.
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By: /s/ James Hughes
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Name Printed: James Hughes
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Title: CEO
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FIRST SOLAR, INC.
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EMPLOYEE
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FIRST LAST NAME
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Date: _________________
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If to Employer:
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First Solar, Inc.
350 West Washington Street
Suite 600
Tempe, AZ 85281
Attention: Corporate Secretary
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If to Employee:
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To Employee’s then current address on file with Employer
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10.
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Entire Agreement, Modification and Assignment.
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11.
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Construction
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As used in this Agreement, words such as “herein,” “hereinafter,”
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EMPLOYEE:
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/s/ Chris Bueter
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Chris Bueter
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EMPLOYER:
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First Solar, Inc.
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By: /s/ James Hughes
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Its: CEO
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Printed Name: James Hughes
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If to Company:
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First Solar, Inc.
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350 West Washington Street
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Suite 600
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Tempe, Arizona 85281
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Attention: Corporate Secretary
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If to Executive:
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To Executive's then current address on file with the Company
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FIRST SOLAR, INC.
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By: James Hughes
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Its: CEO
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Signed:
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/s/ Chris Bueter
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Employee
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Printed Name: Chris Bueter
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2/17/16
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Date
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Name
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Jurisdiction
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First Solar Electric, LLC
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United States
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First Solar Electric (California), Inc.
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United States
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First Solar Development, LLC
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United States
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First Solar Asset Management, LLC
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United States
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Maryland Solar Holdings, Inc.
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United States
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First Solar FE Holdings Pte Ltd
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Singapore
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First Solar Malaysia Sdn Bhd
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Malaysia
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First Solar Holdings GmbH
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Germany
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First Solar Manufacturing GmbH
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Germany
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First Solar GmbH
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Germany
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First Solar Vietnam Holdings Pte Ltd
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Vietnam
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First Solar Vietnam Manufacturing Co Ltd
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Vietnam
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First Solar Power India Pvt Ltd
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India
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First Solar Eléctrico (Chile) SpA
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Chile
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Parque Solar Fotovoltaico Luz del Norte SpA
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Chile
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First Solar (Australia) Pty Ltd
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Australia
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First Solar Development (Canada), Inc.
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Canada
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First Solar Japan GK
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Japan
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1
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I have reviewed the Annual Report on Form 10-K of First Solar, Inc., a Delaware corporation, for the period ended
December 31, 2015
, 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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February 24, 2016
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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 Annual Report on Form 10-K of First Solar, Inc., a Delaware corporation, for the period ended
December 31, 2015
, 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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February 24, 2016
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/s/ MARK R. WIDMAR
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Mark R. Widmar
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Chief Financial Officer and Chief Accounting Officer
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(1
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)
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the annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2
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the information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of First Solar, Inc. for the periods presented therein.
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|||||||
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Date:
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February 24, 2016
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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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|||||||||
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|||||||
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Date:
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February 24, 2016
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/s/ MARK R. WIDMAR
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Mark R. Widmar
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Chief Financial Officer and Chief Accounting Officer
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