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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, 2016
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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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Item 16.
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structural imbalances in global supply and demand for PV modules;
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the market for renewable energy, including solar energy;
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our competitive position and other key competitive factors;
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reduction, elimination, or expiration of government subsidies, policies, 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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our ability to execute on our solar module technology and cost reduction roadmaps;
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interest rate fluctuations and both our and our customers’ ability to secure financing;
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our ability to attract new customers and to develop and maintain existing customer and supplier relationships;
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our ability to successfully develop and complete our systems business projects;
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our ability to convert existing production facilities to support new product lines, such as Series 6 module manufacturing;
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general economic and business conditions, including those influenced by U.S., international, and geopolitical events;
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environmental responsibility, including with respect to cadmium telluride (“CdTe”) and other semiconductor materials;
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claims under our limited warranty obligations;
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changes in, or the failure to comply with, government regulations and environmental, health, and safety requirements;
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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 CdTe;
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our ability to attract and retain key executive officers and associates; 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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As a field-proven technology, our CdTe solar modules offer certain advantages over traditional crystalline silicon based solar modules by delivering competitive efficiency, higher real-world energy yield, and long-term reliability. Proven to deliver up to
10%
more usable energy per nameplate watt than competing technologies in certain geographic markets, and with a record of reliable system performance, our CdTe technology delivers more energy, more consistently, over the lifetime of a PV solar power system. Our recently introduced Series 6 module technology, with its combination of high conversion efficiencies, low manufacturing costs, larger form factor, and BoS compatibility, is expected to further enhance our competitive position once production of such module technology begins in 2018. We expect the transition to Series 6 module technology will also enable us to maximize the intrinsic cost advantage of CdTe thin-film technology versus crystalline silicon.
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In terms of energy yield, in many climates, our CdTe solar modules provide a significant energy production advantage over most crystalline silicon solar modules of equivalent efficiency rating. For example, our CdTe solar modules provide a superior temperature coefficient, which results in stronger system performance in typical high insolation climates as the majority of a system’s generation, on average, occurs when module temperatures are well above 25°C (standard test conditions). In addition, our CdTe solar modules provide a superior spectral response in humid environments where atmospheric moisture alters the solar spectrum relative to laboratory standards. Our CdTe solar modules also provide a better shading response than conventional crystalline silicon solar modules, which may lose up to three times as much power as CdTe solar modules when shading occurs. As a result of these factors, our PV solar power systems typically produce more annual energy in real world field conditions than competing systems with the same nameplate capacity.
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Our 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
3.5
hours is transformed into a completed module, which is flash tested, boxed, and ready for shipment. With over
17.0
GW of modules sold worldwide, we have a demonstrated history of manufacturing success and innovation. We currently have multiple production lines in our Perrysburg, Ohio and Kulim, Malaysia manufacturing facilities. As we transition to manufacturing our Series 6 module technology, we expect to ramp down production of our Series 4
TM
(“Series 4”) modules over the next two years. This transition process, which will result in a temporary reduction in production capacity, allows us to use our existing manufacturing infrastructure to more quickly deploy our Series 6 module technology to best position us for long-term competitiveness and growth.
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We are 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. Accordingly, our operational model offers PV solar energy solutions that benefit from our capabilities, including: advanced PV modules; project development; engineering and plant optimization; grid integration and plant control systems; procurement and construction consulting; and O&M services.
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Our 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 many 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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We lead all PV solar module manufacturers in R&D investment, maintaining a rate of innovation enabling efficiency gains three times faster than multi-crystalline silicon technology (historically our primary competitor) over recent years. Our 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. We currently hold two world records for 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 generally focus on continually improving the efficiency and energy yield of our modules and otherwise driving improvements in the lifetime energy production of our modules for cost effective, productive, and reliable PV solar power systems.
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Our 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 have 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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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 largest and most advanced O&M programs in the industry. With more than
7.1
GW DC of utility-scale PV plants under the O&M program, we maintain a fleet average system effective availability greater than
99%
. 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 (“PPA”) throughout the operational life of the plants. We have made significant investments in O&M technologies in order to develop and create a scalable and sustainable O&M platform. Our O&M program is compliant with the North American Electric Reliability Corporation (“NERC”) standards and is designed to be scalable to accommodate the growing O&M needs of customers worldwide. We believe our O&M expertise and scale are significant differentiators, as it is difficult for many competitors to replicate this experience.
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PV Modules
. Our modules couple leading-edge CdTe technology with the manufacturing excellence and quality control that comes from being one of the world’s most experienced producers of advanced PV modules. Our technology demonstrates a proven performance advantage over most crystalline silicon solar modules of equivalent efficiency rating by delivering competitive efficiency, higher real-world energy yield, and long-term reliability. We are able to provide such product performance, quality, and reliability to our customers due, in large part, to investing more in R&D than any other solar company in the world.
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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. Our 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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Commercial and Industrial
. The wholesale commercial and industrial market is a promising opportunity for First Solar given our large-scale PV system expertise. The demand for corporate renewables is accelerating, with corporations worldwide committing to the RE100 campaign, a collaborative, global initiative of influential businesses committed to 100% renewable electricity. We believe we have a competitive advantage in the commercial and industrial market due to customers’ sensitivity to reputational risk, as well as their desire to cover their operations globally. With our financial strength, solid development record, and global footprint, we are well positioned to meet their needs. As one recent example, Apple Inc. (“Apple”) 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 PPA.
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Community Solar.
Our community solar offering addresses the residential and small business sectors, providing a broad range of customers with 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. While the initial growth in community solar was limited to certain states, the momentum continues to build as states across the country are beginning to enact community solar policies, and utilities are looking to diversify their energy generation portfolio in order to meet customer demand for affordable, clean energy. Our 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 continue to work with strategic partners to develop commercially scalable community solar offerings.
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Project Development
. During project development, we typically 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 such systems or develop systems 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 the systems, including applicable environmental and land-use permits. The sequence of such development activities varies by international location and, in certain locations, may begin by initially bidding for PPA or offtake agreements. We also buy projects in various stages of development and continue developing those projects with system designs incorporating our own modules. We sell developed 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 and other system owners such as utilities, independent power producers and commercial and industrial companies. 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. Our vertical integration combined with our partner collaboration enables us to identify and make system-level innovations, which creates further value for our customers.
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O&M Services
. We have a comprehensive O&M service offering covering more than
7.1
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 third-party manufacturers.
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United States.
Multiple PV markets in the United States, which accounted for
83%
of our
2016
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 current
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, and increasingly in southeastern states. Currently, our solar projects in the United States account for a majority of the advanced-stage pipeline of projects that we are either currently constructing or expect to construct. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Systems Project Pipeline” for more information about these projects.
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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. For example, we recently completed the construction of a
26
MW solar project in Honduras and also commenced construction on an additional 25 MW project in the country.
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Europe
. While PV solar adoption in the past was driven to a large degree by FiTs and other incentive programs in Germany, France, the United Kingdom (“U.K.”), 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 utility-scale PV solar projects can bid for capacity. While the declining industry average selling prices for PV solar systems has accelerated the demand for solar energy solutions in some regions, the capacity for utility-scale PV solar in Europe remains limited due to market constraints and government regulations. We have been engaged in business development and module sales activities in France, the U.K., and Germany and are actively evaluating additional sales opportunities in other markets, such as Turkey, where we are collaborating with certain local partners for the distribution of our modules or select project development opportunities.
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The Middle East.
The market potential for solar energy in the Middle East continues to be driven by a combination of strong economic fundamentals, aggressive tariff pricing, abundant solar resources, and robust policy. The United Arab Emirates (“UAE”), Saudi Arabia, Egypt, and Jordan have established utility-scale solar programs, which are at varying degrees of maturity. The UAE and Jordan lead the region with policy mechanisms designed to ramp up the share of renewable energy in their generation portfolios. Oman, Qatar, and Kuwait are also promising markets with indicators of future potential for solar energy. While there are several motives for investing in solar energy, including energy security, diversification of generation portfolios, and 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 diversified energy needs. The market’s potential revolves around certain established renewable energy programs in countries like Morocco and development-led initiatives in other markets. As the overall African market matures, the engagement of experienced project developers and support from international lenders are expected to further the adoption and growth of utility-scale PV solutions. Our primary focus in Africa is the sale of modules for utility-scale projects. Additionally, we are working with our channel partners, such as Caterpillar Inc., to provide hybrid diesel and/or PV solutions to the distributed generation and commercial and industrial markets.
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Australia.
Australia is a promising region for PV solar. The Australian PV solar market experienced strong growth in
2016
, which is expected to continue in
2017
. This growth is being driven by an increased demand for PPAs from Australian utilities and large industrial off-takers. In 2016, we redirected our strategy in Australia away from EPC to focus more on utility-scale project development and PV module sales. Moving into
2017
, we expect to pursue a robust Australian development pipeline, including self-developed projects in Queensland, New South Wales, and Victoria. In addition to this growing development pipeline, we plan to deliver modules to various third-party developers in Australia in
2017
.
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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 to continue 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 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 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 are primarily working through certain of our indirect channel partners to develop sales opportunities in the market.
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Name
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Age
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Position
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Mark R. Widmar
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51
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Chief Executive Officer
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Alexander R. Bradley
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35
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Chief Financial Officer
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Georges Antoun
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54
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Chief Commercial Officer
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Philip Tymen deJong
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57
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Chief Operations Officer
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Raffi Garabedian
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50
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Chief Technology Officer
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Paul Kaleta
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61
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Executive Vice President & General Counsel
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Christopher R. Bueter
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53
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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, geothermal, hydroelectric, and other such resources;
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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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the development, functionality, scale, cost, and timing of storage solutions;
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the extent of competition, barriers to entry, and overall conditions and timing relating to the development of solar in new and emerging market segments such as commercial and industrial customers, community solar, microgrids, community choice aggregators, among other customer segments;
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changes in tax and other public policy, as well as in economic, market, and other conditions that affect the price of, and demand for, conventional energy resources, non-solar renewable energy resources (e.g., wind, hydropower), and energy efficiency programs and products, including increases or decreases in the prices of natural gas, coal, oil, and other fossil fuels and in the prices of competing renewable resources;
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changes in the amount and priorities of capital expenditures by end-users of solar modules and systems (e.g., utilities), which capital expenditures tend to decrease when the economy slows and when interest rates increase, which may result in redirection away from solar generation to development of competing forms of electric generation and to distribution (e.g., smart grid), transmission, and energy efficiency measures; and which otherwise may cause decreases in the market response to declining electricity demand and other pressing needs; and
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availability, substance, and magnitude of support programs including federal, state, and local government subsidies, incentives, targets and renewable portfolio standards, among other policies and programs, to accelerate the development of the solar industry.
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A reduction or removal of clean energy programs and initiatives and the incentives they provide may diminish the market for future solar energy offtake agreements and reduce the ability for solar developers to compete for future solar energy offtake agreements, which may reduce incentives for project developers to develop solar projects and purchase PV modules;
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Any limitations on the value or availability to potential investors of tax incentives that benefit solar energy projects such as the ITC and accelerated depreciation deductions could result in such investors generating reduced revenues and economic returns and facing a reduction in the availability of affordable financing, thereby reducing demand for PV modules. The ITC is a U.S. federal incentive that provides an income tax credit to the owner of the project after the project commences construction of up to 30% of eligible basis. A solar energy project must commence construction prior to January 1, 2020 and be placed in service prior to January 1, 2024 to qualify for the 30% ITC. A solar project that commences construction during 2020 and is placed in service prior to January 1, 2024 may qualify for an ITC equal to 26% of eligible basis. Under the Modified Accelerated Cost-Recovery System, owners of equipment used in a solar project generally claim all of their depreciation deductions with respect to such equipment over five years, even though the useful life of such equipment is generally greater than five years.
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A reduction in the corporate tax rate could diminish the capacity of potential investors to benefit from incentives such as the ITC and reduce the value of accelerated depreciation deductions, thereby reducing the relative attractiveness of solar projects as an investment.
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Any effort to overturn federal and state laws, regulations, or policies that are supportive of solar energy generation or that remove costs or other limitations on other types of electricity generation that compete with solar energy projects could negatively impact our ability to compete with traditional forms of electricity generation and materially and adversely affect our business.
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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 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 overcoming the inertia involved in changing local electricity ecosystems as necessary to accommodate large-scale PV solar deployment and integration;
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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 successfully for market share in overall solar markets as a result of the success of companies 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 effective 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 or conversion 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, shut down, convert, or otherwise adjust our 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 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 such 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 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 U.S. or foreign laws or regulatory requirements, including those with respect to environmental protection, import or 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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entering into financeable arrangements for the purchase of the electrical output and renewable energy attributes generated by the project;
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•
|
receipt from governmental agencies of required environmental, land-use, and construction and operation permits and approvals;
|
•
|
receipt of tribal government approvals for projects on tribal land;
|
•
|
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;
|
•
|
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 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);
|
•
|
providing required payment and performance security for the development of the project, such as through the provision of letters of credit; 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, failures, 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 FCPA and applicable local laws and customs;
|
•
|
unfavorable tax treatment or adverse changes to tax policy;
|
•
|
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;
|
•
|
difficulty managing joint ventures with our partners, potential litigation with joint venture partners, and reliance upon joint ventures which we do not control; for example, our ability to effectively manage 8point3 Energy Partners, LP (the “YieldCo” or the “Partnership”), the limited partnership formed with SunPower Corporation (“SunPower” and together with First Solar, the “Sponsors”);
|
•
|
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
|
Manufacturing plant, research and development facility, and administrative offices
|
|
Components
|
|
Perrysburg, Ohio, United States
|
|
Own
|
Manufacturing plant and administrative offices
|
|
Components
|
|
Kulim, Kedah, Malaysia
|
|
Lease land, own buildings
|
Administrative offices
|
|
Components & Systems
|
|
Georgetown, Penang, Malaysia
|
|
Lease
|
Manufacturing plant (1)
|
|
Components
|
|
Frankfurt/Oder, Germany
|
|
Own
|
Manufacturing plant (2)
|
|
Components
|
|
Ho Chi Minh City, Vietnam
|
|
Lease land, own buildings
|
Corporate headquarters
|
|
Components & Systems
|
|
Tempe, Arizona, United States
|
|
Lease
|
Administrative offices
|
|
Systems
|
|
San Francisco, California, United States
|
|
Lease
|
Research and development facility
|
|
Components & Systems
|
|
Santa Clara, California, United States
|
|
Lease
|
(1)
|
Manufacturing ceased in December 2012, and such property is being actively marketed for sale.
|
(2)
|
Although we did not proceed with our previously announced manufacturing plant in Vietnam, we continue to evaluate potential uses for the unfinished facility, including its use in future manufacturing capacity expansions.
|
|
|
High
|
|
Low
|
||||
Fiscal year 2016
|
|
|
|
|
||||
First quarter
|
|
$
|
73.21
|
|
|
$
|
60.99
|
|
Second quarter
|
|
$
|
67.48
|
|
|
$
|
44.23
|
|
Third quarter
|
|
$
|
49.24
|
|
|
$
|
34.00
|
|
Fourth quarter
|
|
$
|
42.25
|
|
|
$
|
29.21
|
|
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
|
|
*
|
$100 invested on December 31, 2011 in stock or index, including reinvestment of dividends. Index calculated on a month-end basis.
|
|
|
Years Ended
|
||||||||||||||||||
|
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Net sales
|
|
$
|
2,951,328
|
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
|
$
|
3,309,616
|
|
|
$
|
3,354,920
|
|
Gross profit
|
|
703,979
|
|
|
919,267
|
|
|
824,941
|
|
|
864,632
|
|
|
847,820
|
|
|||||
Operating (loss) income
|
|
(502,590
|
)
|
|
516,664
|
|
|
421,999
|
|
|
370,407
|
|
|
(42,933
|
)
|
|||||
Net (loss) income
|
|
(357,964
|
)
|
|
546,421
|
|
|
395,964
|
|
|
350,718
|
|
|
(106,909
|
)
|
|||||
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
(3.48
|
)
|
|
$
|
5.42
|
|
|
$
|
3.96
|
|
|
$
|
3.74
|
|
|
$
|
(1.23
|
)
|
Diluted
|
|
$
|
(3.48
|
)
|
|
$
|
5.37
|
|
|
$
|
3.90
|
|
|
$
|
3.67
|
|
|
$
|
(1.23
|
)
|
Cash dividends declared per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
206,753
|
|
|
$
|
(325,209
|
)
|
|
$
|
735,516
|
|
|
$
|
856,126
|
|
|
$
|
762,209
|
|
Net cash provided by (used in) investing activities
|
|
144,520
|
|
|
(156,177
|
)
|
|
(387,818
|
)
|
|
(537,106
|
)
|
|
(383,732
|
)
|
|||||
Net cash (used in) provided by financing activities
|
|
(136,393
|
)
|
|
101,207
|
|
|
(46,907
|
)
|
|
101,164
|
|
|
(89,109
|
)
|
|
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
|
December 31,
2013 |
|
December 31,
2012 |
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
|
$
|
1,347,155
|
|
|
$
|
1,126,826
|
|
|
$
|
1,482,054
|
|
|
$
|
1,325,072
|
|
|
$
|
901,294
|
|
Marketable securities
|
|
607,991
|
|
|
703,454
|
|
|
509,032
|
|
|
439,102
|
|
|
102,578
|
|
|||||
Total assets
|
|
6,867,213
|
|
|
7,316,331
|
|
|
6,720,991
|
|
|
6,876,586
|
|
|
6,356,975
|
|
|||||
Total long-term debt
|
|
188,388
|
|
|
289,415
|
|
|
213,473
|
|
|
223,323
|
|
|
562,572
|
|
|||||
Total liabilities
|
|
1,654,526
|
|
|
1,767,844
|
|
|
1,729,504
|
|
|
2,408,516
|
|
|
2,783,681
|
|
|||||
Total stockholders’ equity
|
|
5,212,687
|
|
|
5,548,487
|
|
|
4,991,487
|
|
|
4,468,070
|
|
|
3,573,294
|
|
•
|
Net sales for
2016
decreased
by
18%
to
$3.0 billion
compared to
$3.6 billion
in
2015
. The
decrease
in net sales was primarily attributable to the sale of majority interests in the North Star and Lost Hills projects in 2015, the completion of substantially all construction activities on the Imperial Solar Energy Center West and Decatur projects in
2015
, the completion of substantially all construction activities on the Silver State South and McCoy projects in the first half of
2016
, and lower revenue from “module plus” transactions, which are transactions in which we sell both our modules plus selected BoS parts. This decrease in revenue was partially offset by an increase in the volume of modules sold to third parties, higher revenue from the commencement of construction of the Taylor and Butler projects in late
2015
, and the commencement of construction of the East Pecos project in early
2016
.
|
•
|
Gross profit
decreased
1.8 percentage points
to
23.9%
during
2016
from
25.7%
during
2015
, primarily due to the mix of lower gross profit projects sold and under construction, higher inventory write-downs, and the reduction in our module collection and recycling obligation in 2015 resulting from certain recycling technology advancements, partially offset by the higher gross margins on modules sales to third parties.
|
•
|
As of
December 31, 2016
, we had
28
installed production lines at our manufacturing facilities in Perrysburg, Ohio and Kulim, Malaysia. We produced
3.1 GW
of solar modules during
2016
, which represented a
24%
increase
from
2015
. The
increase
in production was primarily driven by increased throughput and higher module conversion efficiencies. We expect to produce approximately
2.2 GW
of solar modules during
2017
as we ramp down production of our Series 4 modules and continue the transition to Series 6 module manufacturing.
|
•
|
During
2016
, we ran our manufacturing facilities at approximately
97%
capacity utilization, which represented a
5.0 percentage point
increase
from
2015
.
|
•
|
The average conversion efficiency of our modules produced in
2016
was
16.4%
, which represented
an improvement
of
0.8 percentage points
from our average conversion efficiency of
15.6%
in
2015
.
|
|
|
|
|
|
As of December 31, 2016
|
||
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
|
|
Moapa, Nevada
|
250
|
|
LADWP
|
(2)
|
2017
|
99%
|
—%
|
Helios, Honduras
|
25
|
|
ENEE (3)
|
Grupo Terra
|
2017
|
7%
|
7%
|
Total
|
275
|
|
|
|
|
|
|
Project/Location
|
Project Size in MW AC (1)
|
Fully Permitted
|
PPA Contracted Partner
|
Expected or Actual Substantial Completion Year
|
Percentage Complete as of December 31, 2016
|
|
California Flats, California
|
280
|
|
No
|
PG&E/Apple Inc. (4)
|
2018
|
45%
|
India (multiple locations)
|
250
|
|
No
|
(5)
|
2016/2017
|
69%
|
Rosamond, California
|
150
|
|
Yes
|
SCE
|
2018
|
11%
|
Sun Streams, Arizona
|
150
|
|
Yes
|
SCE
|
2019
|
4%
|
Luz del Norte, Chile
|
141
|
|
Yes
|
(6)
|
2016
|
100%
|
American Kings Solar, California
|
126
|
|
No
|
SCE
|
2020
|
5%
|
Willow Springs, California
|
100
|
|
Yes
|
SCE
|
2018
|
16%
|
Sunshine Valley, Nevada
|
100
|
|
Yes
|
SCE
|
2019
|
2%
|
Switch Station 1, Nevada
|
100
|
|
Yes
|
Nevada Power Company
|
2017
|
45%
|
Switch Station 2, Nevada
|
79
|
|
Yes
|
Nevada Power Company / Sierra Pacific Power Company
|
2017
|
6%
|
Ishikawa, Japan
|
59
|
|
Yes
|
Hokuriku Electric Power Company
|
2018
|
13%
|
Manildra, Australia
|
49
|
|
Yes
|
EnergyAustralia
|
2018
|
1%
|
Japan (multiple locations)
|
41
|
|
No
|
Tokyo Electric Power Company
|
2019/2020
|
7%
|
Little Bear, California
|
40
|
|
No
|
Marin Clean Energy (7)
|
2020
|
4%
|
Miyagi, Japan
|
40
|
|
No
|
Tohoku Electric Power Company
|
2018/2019
|
10%
|
Cuyama, California
|
40
|
|
Yes
|
PG&E
|
2017
|
30%
|
Total
|
1,745
|
|
|
|
|
|
(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)
|
Contracted but not specified
|
(3)
|
ENEE is defined as Empresa Nacional de Energía Eléctrica
|
(4)
|
PG&E 150 MW AC and Apple Energy, LLC 130 MW AC
|
(5)
|
Southern Power Distribution Company of Telangana State Ltd – 110 MW AC; Andhra Pradesh Southern Power Distribution Company Ltd –
80
MW AC; Gulbarga Electricity Supply Co. – 20 MW AC; Bengaluru Electricity Supply Co. – 20 MW AC; and Chamundeshwari Electricity Supply Co. – 20 MW AC
|
(6)
|
PPAs executed for approximately 70 MW AC of capacity; remaining electricity to be sold on an open contract basis
|
(7)
|
Expandable to 160 MW AC, subject to satisfaction of certain PPA contract conditions
|
|
|
Years Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
76.1
|
%
|
|
74.3
|
%
|
|
75.7
|
%
|
Gross profit
|
|
23.9
|
%
|
|
25.7
|
%
|
|
24.3
|
%
|
Research and development
|
|
4.2
|
%
|
|
3.6
|
%
|
|
4.2
|
%
|
Selling, general and administrative
|
|
8.9
|
%
|
|
7.1
|
%
|
|
7.5
|
%
|
Production start-up
|
|
—
|
%
|
|
0.5
|
%
|
|
0.2
|
%
|
Restructuring and asset impairments
|
|
27.7
|
%
|
|
—
|
%
|
|
—
|
%
|
Operating (loss) income
|
|
(17.0
|
)%
|
|
14.4
|
%
|
|
12.4
|
%
|
Foreign currency loss, net
|
|
(0.5
|
)%
|
|
(0.2
|
)%
|
|
—
|
%
|
Interest income
|
|
0.9
|
%
|
|
0.6
|
%
|
|
0.5
|
%
|
Interest expense, net
|
|
(0.7
|
)%
|
|
(0.2
|
)%
|
|
(0.1
|
)%
|
Other income (expense), net
|
|
1.4
|
%
|
|
(0.2
|
)%
|
|
(0.1
|
)%
|
Income tax (expense) benefit
|
|
(2.0
|
)%
|
|
0.2
|
%
|
|
(0.9
|
)%
|
Equity in earnings of unconsolidated affiliates, net of tax
|
|
5.8
|
%
|
|
0.6
|
%
|
|
(0.1
|
)%
|
Net (loss) income
|
|
(12.1
|
)%
|
|
15.3
|
%
|
|
11.7
|
%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Solar module revenue
|
|
$
|
675,453
|
|
|
$
|
227,461
|
|
|
$
|
228,319
|
|
Solar power system revenue
|
|
2,275,875
|
|
|
3,351,534
|
|
|
3,162,868
|
|
|||
Net sales
|
|
$
|
2,951,328
|
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||
Components
|
|
$
|
1,484,300
|
|
|
$
|
1,389,579
|
|
|
$
|
1,102,674
|
|
|
$
|
94,721
|
|
|
7
|
%
|
|
$
|
286,905
|
|
|
26
|
%
|
Systems
|
|
1,467,028
|
|
|
2,189,416
|
|
|
2,288,513
|
|
|
(722,388
|
)
|
|
(33
|
)%
|
|
(99,097
|
)
|
|
(4
|
)%
|
|||||
Net sales
|
|
$
|
2,951,328
|
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
|
$
|
(627,667
|
)
|
|
(18
|
)%
|
|
$
|
187,808
|
|
|
6
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||
Components
|
|
$
|
1,105,414
|
|
|
$
|
1,041,726
|
|
|
$
|
1,009,164
|
|
|
$
|
63,688
|
|
|
6
|
%
|
|
$
|
32,562
|
|
|
3
|
%
|
Systems
|
|
1,141,935
|
|
|
1,618,002
|
|
|
1,557,082
|
|
|
(476,067
|
)
|
|
(29
|
)%
|
|
60,920
|
|
|
4
|
%
|
|||||
Cost of sales
|
|
$
|
2,247,349
|
|
|
$
|
2,659,728
|
|
|
$
|
2,566,246
|
|
|
$
|
(412,379
|
)
|
|
(16
|
)%
|
|
$
|
93,482
|
|
|
4
|
%
|
% of net sales
|
|
76.1
|
%
|
|
74.3
|
%
|
|
75.7
|
%
|
|
|
|
|
|
|
|
|
|
•
|
Higher costs of $190.8 million associated with the increased volume of modules sold directly to third parties and as part of our systems business projects;
|
•
|
A reduction in our module collection and recycling obligation of $69.6 million during 2015 resulting from certain recycling technology advancements, 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
|
•
|
Higher inventory write-downs of $22.3 million primarily related to our remaining crystalline silicon module inventories; partially offset by
|
•
|
Continued reductions in the cost per watt of our solar modules, which decreased our components segment cost of sales by $246.5 million.
|
•
|
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, as described above; 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.
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||
Gross profit
|
|
$
|
703,979
|
|
|
$
|
919,267
|
|
|
$
|
824,941
|
|
|
$
|
(215,288
|
)
|
|
(23
|
)%
|
|
$
|
94,326
|
|
|
11
|
%
|
% of net sales
|
|
23.9
|
%
|
|
25.7
|
%
|
|
24.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||
Research and development
|
|
$
|
124,762
|
|
|
$
|
130,593
|
|
|
$
|
143,969
|
|
|
$
|
(5,831
|
)
|
|
(4
|
)%
|
|
$
|
(13,376
|
)
|
|
(9
|
)%
|
% of net sales
|
|
4.2
|
%
|
|
3.6
|
%
|
|
4.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||
Selling, general and administrative
|
|
$
|
261,994
|
|
|
$
|
255,192
|
|
|
$
|
253,827
|
|
|
$
|
6,802
|
|
|
3
|
%
|
|
$
|
1,365
|
|
|
1
|
%
|
% of net sales
|
|
8.9
|
%
|
|
7.1
|
%
|
|
7.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||
Production start-up
|
|
$
|
1,021
|
|
|
$
|
16,818
|
|
|
$
|
5,146
|
|
|
$
|
(15,797
|
)
|
|
(94
|
)%
|
|
$
|
11,672
|
|
|
227
|
%
|
% of net sales
|
|
—
|
%
|
|
0.5
|
%
|
|
0.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2015 over 2014
|
|
2014 over 2013
|
||||||||||||||||
Restructuring and asset impairments
|
|
$
|
818,792
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
818,792
|
|
|
100
|
%
|
|
$
|
—
|
|
|
—
|
%
|
% of net sales
|
|
27.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||
Foreign currency loss, net
|
|
$
|
(14,007
|
)
|
|
$
|
(6,868
|
)
|
|
$
|
(1,461
|
)
|
|
$
|
(7,139
|
)
|
|
104
|
%
|
|
$
|
(5,407
|
)
|
|
370
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||
Interest income
|
|
$
|
25,193
|
|
|
$
|
22,516
|
|
|
$
|
18,030
|
|
|
$
|
2,677
|
|
|
12
|
%
|
|
$
|
4,486
|
|
|
25
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||
Interest expense, net
|
|
$
|
(20,538
|
)
|
|
$
|
(6,975
|
)
|
|
$
|
(1,982
|
)
|
|
$
|
(13,563
|
)
|
|
194
|
%
|
|
$
|
(4,993
|
)
|
|
252
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||
Other income (expense), net
|
|
$
|
40,252
|
|
|
$
|
(5,502
|
)
|
|
$
|
(4,485
|
)
|
|
$
|
45,754
|
|
|
(832
|
)%
|
|
$
|
(1,017
|
)
|
|
23
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 over 2015
|
|
2015 over 2014
|
||||||||||||||||
Equity in earnings, net of tax
|
|
$
|
171,945
|
|
|
$
|
20,430
|
|
|
$
|
(4,949
|
)
|
|
$
|
151,515
|
|
|
742
|
%
|
|
$
|
25,379
|
|
|
(513
|
)%
|
•
|
The amount of accounts receivable, unbilled and retainage as of
December 31, 2016
was
$205.5 million
, which included
$199.3 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, 2016
also included
$6.3 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, 2016
was
$365.1 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, 2016
,
$104.9 million
, or
35%
, 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
2017
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 our liquidity or require us to pursue additional sources of financing, assuming such sources are available to us.
Additionally, we have elected and may in the future elect or be required to temporarily retain a noncontrolling ownership interest in certain underlying systems projects we develop, supply modules to, or construct. Any such retained ownership interest is expected to impact our liquidity to the extent we do not obtain new sources of capital to fund such investments.
|
•
|
We expect to make significant capital investments over the next two years as we transition our production to Series 6 module technology and purchase the related manufacturing equipment. We expect the aggregate capital investment for this program to be approximately $1 billion. During
2017
, we expect to spend
$525 million
to
$625 million
for capital expenditures, the majority of which is associated with the Series 6 transition. We believe these capital expenditures will further increase our solar module conversion efficiencies, reduce manufacturing costs, and reduce the overall cost of systems employing our modules.
|
|
|
Years Ended
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
206,753
|
|
|
$
|
(325,209
|
)
|
|
$
|
735,516
|
|
Net cash provided by (used in) investing activities
|
|
144,520
|
|
|
(156,177
|
)
|
|
(387,818
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(136,393
|
)
|
|
101,207
|
|
|
(46,907
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(6,306
|
)
|
|
(19,272
|
)
|
|
(19,487
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
$
|
208,574
|
|
|
$
|
(399,451
|
)
|
|
$
|
281,304
|
|
|
|
|
|
Payments Due by Year
|
||||||||||||||||
|
|
Total
|
|
Less Than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More Than
5 Years
|
||||||||||
Long-term debt obligations
|
|
$
|
196,691
|
|
|
$
|
27,958
|
|
|
$
|
10,574
|
|
|
$
|
23,070
|
|
|
$
|
135,089
|
|
Interest payments (1)
|
|
102,173
|
|
|
22,469
|
|
|
21,718
|
|
|
19,600
|
|
|
38,386
|
|
|||||
Capital lease obligations
|
|
582
|
|
|
420
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
192,536
|
|
|
16,847
|
|
|
26,605
|
|
|
14,249
|
|
|
134,835
|
|
|||||
Sale-leaseback payments (2)
|
|
14,334
|
|
|
5,219
|
|
|
9,115
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations (3)
|
|
524,962
|
|
|
464,271
|
|
|
33,611
|
|
|
8,725
|
|
|
18,355
|
|
|||||
Recycling obligations
|
|
166,277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,277
|
|
|||||
Contingent consideration (4)
|
|
30,092
|
|
|
19,620
|
|
|
10,472
|
|
|
—
|
|
|
—
|
|
|||||
Other obligations (5)
|
|
38,952
|
|
|
7,763
|
|
|
9,675
|
|
|
8,632
|
|
|
12,882
|
|
|||||
Total
|
|
$
|
1,266,599
|
|
|
$
|
564,567
|
|
|
$
|
121,932
|
|
|
$
|
74,276
|
|
|
$
|
505,824
|
|
(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, 2016
.
|
(2)
|
Sale-leaseback payments represent the fixed rent payments associated with our leaseback of the Maryland Solar project from a subsidiary of the Partnership.
See Note 12 “Investments in Unconsolidated Affiliates and Joint Ventures”
to our consolidated financial statements for the year ended
December 31, 2016
included in this Annual Report on Form 10-K 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 business or project acquisitions, we may agree to pay additional amounts to the sellers upon achievement of certain milestones.
See Note 16 “Commitments and Contingencies”
to our consolidated financial statements for the year ended
December 31, 2016
included in this Annual Report on Form 10-K for further information.
|
(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,
2016 |
|
Sep 30,
2016 |
|
Jun 30,
2016 |
|
Mar 31,
2016 |
|
Dec 31,
2015 |
|
Sep 30,
2015 |
|
Jun 30,
2015 |
|
Mar 31,
2015 |
||||||||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Net sales
|
|
$
|
480,434
|
|
|
$
|
688,029
|
|
|
$
|
934,381
|
|
|
$
|
848,484
|
|
|
$
|
942,324
|
|
|
$
|
1,271,245
|
|
|
$
|
896,217
|
|
|
$
|
469,209
|
|
Gross profit
|
|
63,589
|
|
|
186,280
|
|
|
191,165
|
|
|
262,945
|
|
|
231,438
|
|
|
484,365
|
|
|
164,483
|
|
|
38,981
|
|
||||||||
Operating (loss) income (1)
|
|
(765,412
|
)
|
|
88,696
|
|
|
8,871
|
|
|
165,255
|
|
|
131,823
|
|
|
397,821
|
|
|
57,133
|
|
|
(70,113
|
)
|
||||||||
Net (loss) income (1)
|
|
(719,860
|
)
|
|
169,316
|
|
|
14,106
|
|
|
178,474
|
|
|
164,135
|
|
|
349,318
|
|
|
93,885
|
|
|
(60,917
|
)
|
||||||||
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic
|
|
$
|
(6.92
|
)
|
|
$
|
1.64
|
|
|
$
|
0.14
|
|
|
$
|
1.75
|
|
|
$
|
1.62
|
|
|
$
|
3.46
|
|
|
$
|
0.93
|
|
|
$
|
(0.61
|
)
|
Diluted
|
|
$
|
(6.92
|
)
|
|
$
|
1.63
|
|
|
$
|
0.14
|
|
|
$
|
1.73
|
|
|
$
|
1.60
|
|
|
$
|
3.41
|
|
|
$
|
0.92
|
|
|
$
|
(0.61
|
)
|
(1)
|
Included restructuring and asset impairment charges of
$728.9 million
for the three months ended December 31, 2016,
$4.3 million
for the three months ended September 30, 2016, and
$85.5 million
for the three months ended June 30, 2016.
See Note 4 “Restructuring and Asset Impairments”
to our consolidated financial statements for the year ended
December 31, 2016
included in this Annual Report on Form 10-K for additional information.
|
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
|
|
956,120
|
|
|
$
|
—
|
|
|
5,909,110
|
|
Equity compensation plans not approved by our stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
956,120
|
|
|
$
|
—
|
|
|
5,909,110
|
|
(1)
|
Includes
956,120
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
764,588
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, 2014
|
|
$
|
12,310
|
|
|
$
|
24
|
|
|
$
|
(5,226
|
)
|
|
$
|
7,108
|
|
Year ended December 31, 2015
|
|
7,108
|
|
|
11
|
|
|
(7,117
|
)
|
|
2
|
|
||||
Year ended December 31, 2016
|
|
2
|
|
|
—
|
|
|
(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)(2) above.
|
|
FIRST SOLAR, INC.
|
||
|
|
|
|
February 22, 2017
|
By:
|
|
/s/ BRYAN SCHUMAKER
|
|
Name:
|
|
Bryan Schumaker
|
|
Title:
|
|
Chief Accounting Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ MARK R. WIDMAR
|
|
Chief Executive Officer and Director
|
|
February 22, 2017
|
Mark R. Widmar
|
|
|
|
|
|
|
|
|
|
/s/ ALEXANDER R. BRADLEY
|
|
Chief Financial Officer
|
|
February 22, 2017
|
Alexander R. Bradley
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL J. AHEARN
|
|
Chairman of the Board of Directors
|
|
February 22, 2017
|
Michael J. Ahearn
|
|
|
|
|
|
|
|
|
|
/s/ SHARON L. ALLEN
|
|
Director
|
|
February 22, 2017
|
Sharon L. Allen
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD D. CHAPMAN
|
|
Director
|
|
February 22, 2017
|
Richard D. Chapman
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE A. HAMBRO
|
|
Director
|
|
February 22, 2017
|
George A. Hambro
|
|
|
|
|
|
|
|
|
|
/s/ CRAIG KENNEDY
|
|
Director
|
|
February 22, 2017
|
Craig Kennedy
|
|
|
|
|
|
|
|
|
|
/s/ JAMES F. NOLAN
|
|
Director
|
|
February 22, 2017
|
James F. Nolan
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM J. POST
|
|
Director
|
|
February 22, 2017
|
William J. Post
|
|
|
|
|
|
|
|
|
|
/s/ J. THOMAS PRESBY
|
|
Director
|
|
February 22, 2017
|
J. Thomas Presby
|
|
|
|
|
|
|
|
|
|
/s/ PAUL H. STEBBINS
|
|
Director
|
|
February 22, 2017
|
Paul H. Stebbins
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL SWEENEY
|
|
Director
|
|
February 22, 2017
|
Michael Sweeney
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,347,155
|
|
|
$
|
1,126,826
|
|
Marketable securities
|
|
607,991
|
|
|
703,454
|
|
||
Accounts receivable trade, net
|
|
266,687
|
|
|
500,629
|
|
||
Accounts receivable, unbilled and retainage
|
|
205,530
|
|
|
59,171
|
|
||
Inventories
|
|
363,219
|
|
|
380,424
|
|
||
Balance of systems parts
|
|
62,776
|
|
|
136,889
|
|
||
Deferred project costs
|
|
701,105
|
|
|
187,940
|
|
||
Notes receivable, affiliates
|
|
15,000
|
|
|
1,276
|
|
||
Prepaid expenses and other current assets
|
|
217,157
|
|
|
248,977
|
|
||
Total current assets
|
|
3,786,620
|
|
|
3,345,586
|
|
||
Property, plant and equipment, net
|
|
629,142
|
|
|
1,284,136
|
|
||
PV solar power systems, net
|
|
448,601
|
|
|
93,741
|
|
||
Project assets and deferred project costs
|
|
800,770
|
|
|
1,111,137
|
|
||
Deferred tax assets, net
|
|
252,655
|
|
|
357,693
|
|
||
Restricted cash and investments
|
|
371,307
|
|
|
333,878
|
|
||
Investments in unconsolidated affiliates and joint ventures
|
|
242,361
|
|
|
399,805
|
|
||
Goodwill
|
|
14,462
|
|
|
84,985
|
|
||
Other intangibles, net
|
|
87,970
|
|
|
110,002
|
|
||
Inventories
|
|
100,512
|
|
|
107,759
|
|
||
Notes receivable, affiliates
|
|
54,737
|
|
|
17,887
|
|
||
Other assets
|
|
78,076
|
|
|
69,722
|
|
||
Total assets
|
|
$
|
6,867,213
|
|
|
$
|
7,316,331
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
148,730
|
|
|
$
|
337,668
|
|
Income taxes payable
|
|
5,288
|
|
|
1,330
|
|
||
Accrued expenses
|
|
262,977
|
|
|
409,452
|
|
||
Current portion of long-term debt
|
|
27,966
|
|
|
38,090
|
|
||
Billings in excess of costs and estimated earnings
|
|
115,623
|
|
|
87,942
|
|
||
Payments and billings for deferred project costs
|
|
284,440
|
|
|
28,580
|
|
||
Other current liabilities
|
|
54,683
|
|
|
57,738
|
|
||
Total current liabilities
|
|
899,707
|
|
|
960,800
|
|
||
Accrued solar module collection and recycling liability
|
|
166,277
|
|
|
163,407
|
|
||
Long-term debt
|
|
160,422
|
|
|
251,325
|
|
||
Other liabilities
|
|
428,120
|
|
|
392,312
|
|
||
Total liabilities
|
|
1,654,526
|
|
|
1,767,844
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 104,034,731 and 101,766,797 shares issued and outstanding at December 31, 2016 and 2015, respectively
|
|
104
|
|
|
102
|
|
||
Additional paid-in capital
|
|
2,759,211
|
|
|
2,742,795
|
|
||
Accumulated earnings
|
|
2,463,279
|
|
|
2,790,110
|
|
||
Accumulated other comprehensive (loss) income
|
|
(9,907
|
)
|
|
15,480
|
|
||
Total stockholders’ equity
|
|
5,212,687
|
|
|
5,548,487
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
6,867,213
|
|
|
$
|
7,316,331
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
2,951,328
|
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
Cost of sales
|
|
2,247,349
|
|
|
2,659,728
|
|
|
2,566,246
|
|
|||
Gross profit
|
|
703,979
|
|
|
919,267
|
|
|
824,941
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
124,762
|
|
|
130,593
|
|
|
143,969
|
|
|||
Selling, general and administrative
|
|
261,994
|
|
|
255,192
|
|
|
253,827
|
|
|||
Production start-up
|
|
1,021
|
|
|
16,818
|
|
|
5,146
|
|
|||
Restructuring and asset impairments
|
|
818,792
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
|
1,206,569
|
|
|
402,603
|
|
|
402,942
|
|
|||
Operating (loss) income
|
|
(502,590
|
)
|
|
516,664
|
|
|
421,999
|
|
|||
Foreign currency loss, net
|
|
(14,007
|
)
|
|
(6,868
|
)
|
|
(1,461
|
)
|
|||
Interest income
|
|
25,193
|
|
|
22,516
|
|
|
18,030
|
|
|||
Interest expense, net
|
|
(20,538
|
)
|
|
(6,975
|
)
|
|
(1,982
|
)
|
|||
Other income (expense), net
|
|
40,252
|
|
|
(5,502
|
)
|
|
(4,485
|
)
|
|||
(Loss) income before taxes and equity in earnings of unconsolidated affiliates
|
|
(471,690
|
)
|
|
519,835
|
|
|
432,101
|
|
|||
Income tax (expense) benefit
|
|
(58,219
|
)
|
|
6,156
|
|
|
(31,188
|
)
|
|||
Equity in earnings of unconsolidated affiliates, net of tax
|
|
171,945
|
|
|
20,430
|
|
|
(4,949
|
)
|
|||
Net (loss) income
|
|
$
|
(357,964
|
)
|
|
$
|
546,421
|
|
|
$
|
395,964
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(3.48
|
)
|
|
$
|
5.42
|
|
|
$
|
3.96
|
|
Diluted
|
|
$
|
(3.48
|
)
|
|
$
|
5.37
|
|
|
$
|
3.90
|
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
||||||
Basic
|
|
102,866
|
|
|
100,886
|
|
|
100,048
|
|
|||
Diluted
|
|
102,866
|
|
|
101,815
|
|
|
101,643
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) income
|
|
$
|
(357,964
|
)
|
|
$
|
546,421
|
|
|
$
|
395,964
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(7,409
|
)
|
|
(16,432
|
)
|
|
(19,147
|
)
|
|||
Unrealized (loss) gain on marketable securities and restricted investments
|
|
(21,713
|
)
|
|
(15,415
|
)
|
|
90,741
|
|
|||
Unrealized gain (loss) on derivative instruments
|
|
3,735
|
|
|
(2,813
|
)
|
|
4,322
|
|
|||
Other comprehensive (loss) income, net of tax
|
|
(25,387
|
)
|
|
(34,660
|
)
|
|
75,916
|
|
|||
Comprehensive (loss) income
|
|
$
|
(383,351
|
)
|
|
$
|
511,761
|
|
|
$
|
471,880
|
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
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
|
|
|||||
Cumulative-effect adjustment for the adoption of ASU 2016-09
|
|
—
|
|
|
—
|
|
|
2,420
|
|
|
31,133
|
|
|
—
|
|
|
33,553
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(357,964
|
)
|
|
—
|
|
|
(357,964
|
)
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,387
|
)
|
|
(25,387
|
)
|
|||||
Common stock issued for share-based compensation
|
|
2,574
|
|
|
2
|
|
|
6,318
|
|
|
—
|
|
|
—
|
|
|
6,320
|
|
|||||
Tax withholding related to vesting of restricted stock
|
|
(306
|
)
|
|
—
|
|
|
(20,407
|
)
|
|
—
|
|
|
—
|
|
|
(20,407
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
28,085
|
|
|
—
|
|
|
—
|
|
|
28,085
|
|
|||||
Balance, December 31, 2016
|
|
104,035
|
|
|
$
|
104
|
|
|
$
|
2,759,211
|
|
|
$
|
2,463,279
|
|
|
$
|
(9,907
|
)
|
|
$
|
5,212,687
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(357,964
|
)
|
|
$
|
546,421
|
|
|
$
|
395,964
|
|
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
|
230,940
|
|
|
257,825
|
|
|
245,798
|
|
|||
Impairment of long-lived assets, intangible assets and goodwill
|
|
838,467
|
|
|
14,593
|
|
|
5,228
|
|
|||
Share-based compensation
|
|
28,712
|
|
|
44,899
|
|
|
43,810
|
|
|||
Equity in earnings of unconsolidated affiliates, net of tax
|
|
(171,945
|
)
|
|
(20,430
|
)
|
|
4,949
|
|
|||
Distributions received from equity method investments
|
|
18,562
|
|
|
—
|
|
|
—
|
|
|||
Remeasurement of monetary assets and liabilities
|
|
5,442
|
|
|
(4,229
|
)
|
|
7,477
|
|
|||
Deferred income taxes
|
|
123,864
|
|
|
(17,534
|
)
|
|
14,068
|
|
|||
Gain on sales of marketable securities and restricted investments
|
|
(41,632
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
13,863
|
|
|
520
|
|
|
1,780
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, trade, unbilled and retainage
|
|
92,747
|
|
|
(340,292
|
)
|
|
462,630
|
|
|||
Prepaid expenses and other current assets
|
|
9,574
|
|
|
(38,635
|
)
|
|
(36,805
|
)
|
|||
Inventories and balance of systems parts
|
|
95,785
|
|
|
113,537
|
|
|
(99,870
|
)
|
|||
Project assets and deferred project costs
|
|
(592,204
|
)
|
|
(857,529
|
)
|
|
143,047
|
|
|||
Other assets
|
|
(19,423
|
)
|
|
(8,484
|
)
|
|
(5,371
|
)
|
|||
Income tax receivable and payable
|
|
(59,640
|
)
|
|
(13,281
|
)
|
|
(1,131
|
)
|
|||
Accounts payable
|
|
(191,642
|
)
|
|
143,872
|
|
|
(53,057
|
)
|
|||
Accrued expenses and other liabilities
|
|
179,610
|
|
|
(67,236
|
)
|
|
(419,053
|
)
|
|||
Accrued solar module collection and recycling liability
|
|
3,637
|
|
|
(79,226
|
)
|
|
26,052
|
|
|||
Net cash provided by (used in) operating activities
|
|
206,753
|
|
|
(325,209
|
)
|
|
735,516
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
(229,452
|
)
|
|
(166,438
|
)
|
|
(257,549
|
)
|
|||
Purchases of marketable securities and restricted investments
|
|
(422,609
|
)
|
|
(556,479
|
)
|
|
(305,396
|
)
|
|||
Proceeds from sales and maturities of marketable securities and restricted investments
|
|
525,515
|
|
|
353,359
|
|
|
227,900
|
|
|||
Proceeds from sales of equity and cost method investments
|
|
291,502
|
|
|
—
|
|
|
—
|
|
|||
Distributions received from equity method investments
|
|
1,502
|
|
|
238,980
|
|
|
—
|
|
|||
Investments in notes receivable, affiliates
|
|
(4,760
|
)
|
|
(55,163
|
)
|
|
(72,692
|
)
|
|||
Payments received on notes receivable, affiliate
|
|
3,053
|
|
|
57,866
|
|
|
49,517
|
|
|||
Acquisitions, net of cash acquired
|
|
(10,272
|
)
|
|
—
|
|
|
(4,306
|
)
|
|||
Other investing activities
|
|
(9,959
|
)
|
|
(28,302
|
)
|
|
(25,292
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
144,520
|
|
|
(156,177
|
)
|
|
(387,818
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repayment of borrowings under revolving credit facility
|
|
(550,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from borrowings under revolving credit facility
|
|
550,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
|
(137,367
|
)
|
|
(47,078
|
)
|
|
(60,063
|
)
|
|||
Proceeds from borrowings under long-term debt, net of discounts and issuance costs
|
|
26,816
|
|
|
146,027
|
|
|
65,563
|
|
|||
Repayment of sale-leaseback financing
|
|
(5,276
|
)
|
|
(3,702
|
)
|
|
—
|
|
|||
Proceeds from sale-leaseback financing
|
|
—
|
|
|
44,718
|
|
|
—
|
|
|||
Payments of tax withholdings for restricted shares
|
|
(20,407
|
)
|
|
(18,189
|
)
|
|
(23,100
|
)
|
|||
Contingent consideration payments and other financing activities
|
|
(159
|
)
|
|
(20,569
|
)
|
|
(29,307
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(136,393
|
)
|
|
101,207
|
|
|
(46,907
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(6,306
|
)
|
|
(19,272
|
)
|
|
(19,487
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
208,574
|
|
|
(399,451
|
)
|
|
281,304
|
|
|||
Cash, cash equivalents and restricted cash, beginning of the period
|
|
1,207,116
|
|
|
1,606,567
|
|
|
1,325,263
|
|
|||
Cash, cash equivalents and restricted cash, end of the period
|
|
$
|
1,415,690
|
|
|
$
|
1,207,116
|
|
|
$
|
1,606,567
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Equity interests retained from the partial sale of project assets
|
|
$
|
(3,697
|
)
|
|
$
|
324,430
|
|
|
$
|
220,679
|
|
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
28,687
|
|
|
$
|
17,749
|
|
|
$
|
61,130
|
|
Acquisitions currently or previously funded by liabilities and contingent consideration
|
|
$
|
30,092
|
|
|
$
|
17,988
|
|
|
$
|
53,894
|
|
Sale of equity method investment funded by note receivable, affiliate
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
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.
|
|
|
Asset Impairments
|
|
Severance
|
|
Other
|
|
Total
|
||||||||
Charges to income
|
|
$
|
640,340
|
|
|
$
|
14,056
|
|
|
$
|
8,111
|
|
|
$
|
662,507
|
|
Cash payments
|
|
—
|
|
|
(6,191
|
)
|
|
(151
|
)
|
|
(6,342
|
)
|
||||
Non-cash amounts
|
|
(640,340
|
)
|
|
—
|
|
|
(7,410
|
)
|
|
(647,750
|
)
|
||||
Ending liability balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
7,865
|
|
|
$
|
550
|
|
|
$
|
8,415
|
|
|
|
Balance at December 31, 2015
|
|
Acquisitions (Impairments)
|
|
Balance at December 31, 2016
|
||||||
Components
|
|
$
|
403,420
|
|
|
$
|
4,407
|
|
|
$
|
407,827
|
|
Crystalline silicon components
|
|
6,097
|
|
|
—
|
|
|
6,097
|
|
|||
Systems
|
|
68,833
|
|
|
—
|
|
|
68,833
|
|
|||
Accumulated impairment losses
|
|
(393,365
|
)
|
|
(74,930
|
)
|
|
(468,295
|
)
|
|||
Total
|
|
$
|
84,985
|
|
|
$
|
(70,523
|
)
|
|
$
|
14,462
|
|
|
|
Balance at December 31, 2014
|
|
Acquisitions (Impairments)
|
|
Balance at December 31, 2015
|
||||||
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, 2016
|
||||||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Accumulated Impairments
|
|
Net Amount
|
||||||||
Developed technology
|
|
$
|
114,612
|
|
|
$
|
(18,208
|
)
|
|
$
|
(36,215
|
)
|
|
$
|
60,189
|
|
Power purchase agreements
|
|
6,486
|
|
|
—
|
|
|
—
|
|
|
6,486
|
|
||||
Patents
|
|
6,538
|
|
|
(2,498
|
)
|
|
—
|
|
|
4,040
|
|
||||
In-process research and development
|
|
17,255
|
|
|
—
|
|
|
—
|
|
|
17,255
|
|
||||
Total
|
|
$
|
144,891
|
|
|
$
|
(20,706
|
)
|
|
$
|
(36,215
|
)
|
|
$
|
87,970
|
|
|
|
December 31, 2015
|
||||||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Accumulated Impairments
|
|
Net Amount
|
||||||||
Developed technology
|
|
$
|
114,565
|
|
|
$
|
(8,809
|
)
|
|
$
|
—
|
|
|
$
|
105,756
|
|
Patents
|
|
6,070
|
|
|
(1,824
|
)
|
|
—
|
|
|
4,246
|
|
||||
Total
|
|
$
|
120,635
|
|
|
$
|
(10,633
|
)
|
|
$
|
—
|
|
|
$
|
110,002
|
|
|
|
Amortization Expense
|
||
2017
|
|
$
|
8,272
|
|
2018
|
|
8,272
|
|
|
2019
|
|
8,272
|
|
|
2020
|
|
8,272
|
|
|
2021
|
|
8,271
|
|
|
Thereafter
|
|
29,356
|
|
|
Total amortization expense
|
|
$
|
70,715
|
|
|
|
2016
|
|
2015
|
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Cash
|
|
$
|
1,347,155
|
|
|
$
|
1,126,496
|
|
Cash equivalents:
|
|
|
|
|
||||
Money market funds
|
|
—
|
|
|
330
|
|
||
Total cash and cash equivalents
|
|
1,347,155
|
|
|
1,126,826
|
|
||
Marketable securities:
|
|
|
|
|
||||
Foreign debt
|
|
567,991
|
|
|
663,454
|
|
||
Time deposits
|
|
40,000
|
|
|
40,000
|
|
||
Total marketable securities
|
|
607,991
|
|
|
703,454
|
|
||
Total cash, cash equivalents, and marketable securities
|
|
$
|
1,955,146
|
|
|
$
|
1,830,280
|
|
|
|
As of December 31, 2016
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
570,442
|
|
|
$
|
2
|
|
|
$
|
2,453
|
|
|
$
|
567,991
|
|
Time deposits
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
||||
Total
|
|
$
|
610,442
|
|
|
$
|
2
|
|
|
$
|
2,453
|
|
|
$
|
607,991
|
|
|
|
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, 2016
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
One year or less
|
|
$
|
283,247
|
|
|
$
|
—
|
|
|
$
|
429
|
|
|
$
|
282,818
|
|
One year to two years
|
|
164,797
|
|
|
2
|
|
|
414
|
|
|
164,385
|
|
||||
Two years to three years
|
|
162,398
|
|
|
—
|
|
|
1,610
|
|
|
160,788
|
|
||||
Total
|
|
$
|
610,442
|
|
|
$
|
2
|
|
|
$
|
2,453
|
|
|
$
|
607,991
|
|
|
|
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, 2016
|
||||||||||||||||||||||
|
|
In Loss Position for
Less Than 12 Months
|
|
In Loss Position for
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Foreign debt
|
|
$
|
506,835
|
|
|
$
|
2,308
|
|
|
$
|
51,236
|
|
|
$
|
145
|
|
|
$
|
558,071
|
|
|
$
|
2,453
|
|
Total
|
|
$
|
506,835
|
|
|
$
|
2,308
|
|
|
$
|
51,236
|
|
|
$
|
145
|
|
|
$
|
558,071
|
|
|
$
|
2,453
|
|
|
|
As of December 31, 2015
|
||||||||||||||||||||||
|
|
In Loss Position for
Less Than 12 Months
|
|
In Loss Position for
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
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
|
|
|
|
2016
|
|
2015
|
||||
Restricted cash
|
|
$
|
31,381
|
|
|
$
|
7,764
|
|
Restricted investments
|
|
339,926
|
|
|
326,114
|
|
||
Total restricted cash and investments (1)
|
|
$
|
371,307
|
|
|
$
|
333,878
|
|
(1)
|
There was an additional
$37.2 million
and
$72.5 million
of restricted cash included within prepaid expenses and other current assets at
December 31, 2016
and
2015
, respectively.
|
|
|
As of December 31, 2016
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
107,604
|
|
|
$
|
62,350
|
|
|
$
|
—
|
|
|
$
|
169,954
|
|
U.S. government obligations
|
|
169,294
|
|
|
10,468
|
|
|
9,790
|
|
|
169,972
|
|
||||
Total
|
|
$
|
276,898
|
|
|
$
|
72,818
|
|
|
$
|
9,790
|
|
|
$
|
339,926
|
|
|
|
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
|
|
|
|
2016
|
|
2015
|
||||
Accounts receivable trade, gross
|
|
$
|
266,687
|
|
|
$
|
500,631
|
|
Allowance for doubtful accounts
|
|
—
|
|
|
(2
|
)
|
||
Accounts receivable trade, net
|
|
$
|
266,687
|
|
|
$
|
500,629
|
|
|
|
2016
|
|
2015
|
||||
Accounts receivable, unbilled
|
|
$
|
199,265
|
|
|
$
|
40,205
|
|
Retainage
|
|
6,265
|
|
|
18,966
|
|
||
Accounts receivable, unbilled and retainage
|
|
$
|
205,530
|
|
|
$
|
59,171
|
|
|
|
2016
|
|
2015
|
||||
Raw materials
|
|
$
|
148,222
|
|
|
$
|
159,078
|
|
Work in process
|
|
13,204
|
|
|
19,736
|
|
||
Finished goods
|
|
302,305
|
|
|
309,369
|
|
||
Inventories
|
|
$
|
463,731
|
|
|
$
|
488,183
|
|
Inventories – current
|
|
$
|
363,219
|
|
|
$
|
380,424
|
|
Inventories – noncurrent
|
|
$
|
100,512
|
|
|
$
|
107,759
|
|
|
|
2016
|
|
2015
|
||||
Prepaid expenses
|
|
$
|
42,007
|
|
|
$
|
51,317
|
|
Prepaid income taxes
|
|
35,336
|
|
|
23,673
|
|
||
Restricted cash
|
|
37,154
|
|
|
72,526
|
|
||
Value added tax receivables
|
|
22,308
|
|
|
51,473
|
|
||
Derivative instruments
|
|
6,078
|
|
|
2,691
|
|
||
Other current assets
|
|
74,274
|
|
|
47,297
|
|
||
Prepaid expenses and other current assets
|
|
$
|
217,157
|
|
|
$
|
248,977
|
|
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
7,839
|
|
|
$
|
12,063
|
|
Buildings and improvements
|
|
378,981
|
|
|
410,898
|
|
||
Machinery and equipment
|
|
1,444,442
|
|
|
1,824,717
|
|
||
Office equipment and furniture
|
|
147,833
|
|
|
144,773
|
|
||
Leasehold improvements
|
|
53,552
|
|
|
50,546
|
|
||
Construction in progress
|
|
93,164
|
|
|
37,734
|
|
||
Stored assets
|
|
17,995
|
|
|
138,954
|
|
||
Property, plant and equipment, gross
|
|
2,143,806
|
|
|
2,619,685
|
|
||
Less: accumulated depreciation
|
|
(1,514,664
|
)
|
|
(1,335,549
|
)
|
||
Property, plant and equipment, net
|
|
$
|
629,142
|
|
|
$
|
1,284,136
|
|
|
|
2016
|
|
2015
|
||||
PV solar power systems, gross
|
|
$
|
464,581
|
|
|
$
|
97,991
|
|
Accumulated depreciation
|
|
(15,980
|
)
|
|
(4,250
|
)
|
||
PV solar power systems, net
|
|
$
|
448,601
|
|
|
$
|
93,741
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest cost incurred
|
|
$
|
(26,157
|
)
|
|
$
|
(19,367
|
)
|
|
$
|
(10,828
|
)
|
Interest cost capitalized – property, plant and equipment
|
|
1,878
|
|
|
1,335
|
|
|
2,324
|
|
|||
Interest cost capitalized – project assets
|
|
3,741
|
|
|
11,057
|
|
|
6,522
|
|
|||
Interest expense, net
|
|
$
|
(20,538
|
)
|
|
$
|
(6,975
|
)
|
|
$
|
(1,982
|
)
|
|
|
2016
|
|
2015
|
||||
Project assets – development costs, including project acquisition and land costs
|
|
$
|
379,161
|
|
|
$
|
436,375
|
|
Project assets – construction costs
|
|
382,809
|
|
|
674,762
|
|
||
Project assets
|
|
761,970
|
|
|
1,111,137
|
|
||
Deferred project costs – current
|
|
701,105
|
|
|
187,940
|
|
||
Deferred project costs – noncurrent
|
|
38,800
|
|
|
—
|
|
||
Deferred project costs
|
|
739,905
|
|
|
187,940
|
|
||
Total project assets and deferred project costs
|
|
$
|
1,501,875
|
|
|
$
|
1,299,077
|
|
|
|
2016
|
|
2015
|
||||
Notes receivable (1)
|
|
$
|
7,385
|
|
|
$
|
12,648
|
|
Income taxes receivable
|
|
4,230
|
|
|
4,071
|
|
||
Deferred rent
|
|
27,160
|
|
|
23,317
|
|
||
Other
|
|
39,301
|
|
|
29,686
|
|
||
Other assets
|
|
$
|
78,076
|
|
|
$
|
69,722
|
|
(1)
|
In
April 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 in December 2026. As of
December 31, 2016
and
2015
, the balance outstanding on the credit facility was
€7.0 million
(
$7.4 million
and
$7.6 million
, respectively, at the balance sheet dates). In
February 2014
, we entered into a convertible loan agreement with a strategic entity for an available amount of up to
$5.0 million
. As of
December 31, 2015
, the balance outstanding on the convertible loan was
$5.0 million
, which we converted into an equity interest in the entity in
January 2016
.
|
|
|
2016
|
|
2015
|
||||
Accrued compensation and benefits
|
|
$
|
47,877
|
|
|
$
|
63,699
|
|
Accrued property, plant and equipment
|
|
14,828
|
|
|
7,808
|
|
||
Accrued inventory and balance of systems parts
|
|
13,085
|
|
|
53,542
|
|
||
Accrued project assets and deferred project costs
|
|
71,164
|
|
|
145,695
|
|
||
Product warranty liability (1)
|
|
40,079
|
|
|
38,468
|
|
||
Other
|
|
75,944
|
|
|
100,240
|
|
||
Accrued expenses
|
|
$
|
262,977
|
|
|
$
|
409,452
|
|
(1)
|
See Note 16 “Commitments and Contingencies” to our consolidated financial statements for further discussion of “Product warranty liability.”
|
|
|
2016
|
|
2015
|
||||
Deferred revenue
|
|
$
|
7,742
|
|
|
$
|
17,957
|
|
Derivative instruments
|
|
6,642
|
|
|
16,450
|
|
||
Contingent consideration (1)
|
|
19,620
|
|
|
9,233
|
|
||
Financing liability (2)
|
|
5,219
|
|
|
5,277
|
|
||
Other
|
|
15,460
|
|
|
8,821
|
|
||
Other current liabilities
|
|
$
|
54,683
|
|
|
$
|
57,738
|
|
(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.
|
|
|
2016
|
|
2015
|
||||
Product warranty liability (1)
|
|
$
|
212,329
|
|
|
$
|
193,283
|
|
Other taxes payable (2)
|
|
24,099
|
|
|
66,549
|
|
||
Contingent consideration (1)
|
|
10,472
|
|
|
8,756
|
|
||
Financing liability (3)
|
|
33,314
|
|
|
36,706
|
|
||
Other
|
|
147,906
|
|
|
87,018
|
|
||
Other liabilities
|
|
$
|
428,120
|
|
|
$
|
392,312
|
|
(1)
|
See Note 16 “Commitments and Contingencies”
to our consolidated financial statements for further discussion on “Product warranty liability” and “Contingent consideration.”
|
(2)
|
See Note 20 “Income Taxes”
to our consolidated financial statements for further discussion on our liabilities associated with uncertain tax positions.
|
(3)
|
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, 2016
|
||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
2,072
|
|
|
$
|
387
|
|
|
$
|
444
|
|
Total derivatives designated as hedging instruments
|
|
$
|
2,072
|
|
|
$
|
387
|
|
|
$
|
444
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
4,006
|
|
|
$
|
6,255
|
|
|
$
|
—
|
|
Total derivatives not designated as hedging instruments
|
|
$
|
4,006
|
|
|
$
|
6,255
|
|
|
$
|
—
|
|
Total derivative instruments
|
|
$
|
6,078
|
|
|
$
|
6,642
|
|
|
$
|
444
|
|
|
|
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, 2016
|
||||||||||||||||||
|
|
|
|
|
|
|
|
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
|
|
$
|
1,241
|
|
|
—
|
|
|
1,241
|
|
|
—
|
|
|
—
|
|
|
$
|
1,241
|
|
|
|
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
|
)
|
|
|
Foreign Exchange Forward Contracts
|
|
Interest Rate Swap Contract
|
|
Cross Currency Swap Contract
|
|
Total
|
||||||||
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, 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, 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
|
)
|
||||
Amounts recognized in other comprehensive income (loss)
|
|
2,513
|
|
|
(2
|
)
|
|
5,108
|
|
|
7,619
|
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency loss, net
|
|
—
|
|
|
—
|
|
|
(4,896
|
)
|
|
(4,896
|
)
|
||||
Interest expense, net
|
|
(119
|
)
|
|
18
|
|
|
1,805
|
|
|
1,704
|
|
||||
Balance in accumulated other comprehensive income (loss) at December 31, 2016
|
|
$
|
2,556
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,556
|
|
|
|
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||||||
|
|
Income Statement Line Items
|
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign exchange forward contracts
|
|
Foreign currency loss, net
|
|
$
|
(14,002
|
)
|
|
$
|
(3,425
|
)
|
|
$
|
(8,066
|
)
|
Foreign exchange forward contracts
|
|
Cost of sales
|
|
—
|
|
|
12,422
|
|
|
13,240
|
|
|
|
December 31, 2016
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Indian rupee
|
|
INR 860.0
|
|
$12.7
|
Australian dollar
|
|
AUD 55.3
|
|
$40.0
|
|
|
December 31, 2015
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Indian rupee
|
|
INR1,290.0
|
|
$19.4
|
|
|
December 31, 2016
|
||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Euro
|
|
€64.5
|
|
$68.0
|
Sell
|
|
Euro
|
|
€103.6
|
|
$109.3
|
Purchase
|
|
Australian dollar
|
|
AUD 1.2
|
|
$0.9
|
Sell
|
|
Australian dollar
|
|
AUD 19.3
|
|
$14.0
|
Sell
|
|
Malaysian ringgit
|
|
MYR 24.5
|
|
$5.5
|
Sell
|
|
Canadian dollar
|
|
CAD 17.7
|
|
$13.2
|
Sell
|
|
Chilean Peso
|
|
CLP 13,611.6
|
|
$20.3
|
Purchase
|
|
Chinese yuan
|
|
CNY 24.3
|
|
$3.5
|
Purchase
|
|
Japanese yen
|
|
JPY 97.3
|
|
$0.8
|
Sell
|
|
Japanese yen
|
|
JPY 15,610.4
|
|
$133.7
|
Sell
|
|
British pound
|
|
GBP 0.6
|
|
$0.7
|
Sell
|
|
Indian rupee
|
|
INR 12,753.2
|
|
$187.7
|
Sell
|
|
South African rand
|
|
ZAR 51.2
|
|
$3.7
|
|
|
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
|
•
|
Cash Equivalents.
At
December 31, 2015
, 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, 2016
and
2015
, our marketable securities consisted of foreign debt and time deposits, 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, 2016
and
2015
, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies. At
December 31, 2015
, our derivative assets and liabilities also consisted of a cross-currency swap contract involving certain currencies and interest rates and an interest rate swap. 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 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 the valuation techniques as Level 2. In evaluating credit risk, 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, 2016
|
||||||||||||||
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign debt
|
|
$
|
567,991
|
|
|
$
|
—
|
|
|
$
|
567,991
|
|
|
$
|
—
|
|
Time deposits
|
|
40,000
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
||||
Restricted investments
|
|
339,926
|
|
|
—
|
|
|
339,926
|
|
|
—
|
|
||||
Derivative assets
|
|
6,078
|
|
|
—
|
|
|
6,078
|
|
|
—
|
|
||||
Total assets
|
|
$
|
953,995
|
|
|
$
|
40,000
|
|
|
$
|
913,995
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
7,086
|
|
|
$
|
—
|
|
|
$
|
7,086
|
|
|
$
|
—
|
|
|
|
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, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
$
|
607,991
|
|
|
$
|
607,991
|
|
|
$
|
703,454
|
|
|
$
|
703,454
|
|
Foreign exchange forward contract assets
|
|
6,078
|
|
|
6,078
|
|
|
2,691
|
|
|
2,691
|
|
||||
Restricted investments
|
|
339,926
|
|
|
339,926
|
|
|
326,114
|
|
|
326,114
|
|
||||
Notes receivable – noncurrent
|
|
7,385
|
|
|
7,493
|
|
|
12,648
|
|
|
18,382
|
|
||||
Notes receivable, affiliates – current
|
|
15,000
|
|
|
16,946
|
|
|
1,276
|
|
|
1,276
|
|
||||
Notes receivable, affiliates – noncurrent
|
|
54,737
|
|
|
53,586
|
|
|
17,887
|
|
|
19,932
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current maturities
|
|
$
|
187,826
|
|
|
$
|
195,160
|
|
|
$
|
288,350
|
|
|
$
|
294,449
|
|
Interest rate swap contract liabilities
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
||||
Cross-currency swap contract liabilities
|
|
—
|
|
|
—
|
|
|
20,744
|
|
|
20,744
|
|
||||
Foreign exchange forward contract liabilities
|
|
7,086
|
|
|
7,086
|
|
|
9,810
|
|
|
9,810
|
|
|
|
2016
|
|
2015
|
||||
Equity method investments
|
|
$
|
240,088
|
|
|
$
|
375,355
|
|
Cost method investments
|
|
2,273
|
|
|
24,450
|
|
||
Investments in unconsolidated affiliates and joint ventures
|
|
$
|
242,361
|
|
|
$
|
399,805
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||
Summary statement of operations information:
|
|
|
|
|
||||
Net sales
|
|
$
|
125,643
|
|
|
$
|
7,099
|
|
Operating income (loss)
|
|
55,266
|
|
|
(555
|
)
|
||
Net income
(1)
|
|
63,893
|
|
|
8,936
|
|
||
Net income attributable to equity method investees
(1)
|
|
190,240
|
|
|
111,135
|
|
||
|
|
|
|
|
||||
|
|
As of Fiscal 2016
|
|
As of Fiscal 2015
|
||||
Summary balance sheet information:
|
|
|
|
|
||||
Current assets
|
|
$
|
35,407
|
|
|
$
|
70,135
|
|
Long-term assets
|
|
1,299,656
|
|
|
1,938,785
|
|
||
Current liabilities
|
|
26,606
|
|
|
150,313
|
|
||
Long-term liabilities
|
|
398,192
|
|
|
309,169
|
|
||
Noncontrolling interests, including redeemable noncontrolling interests
|
|
58,658
|
|
|
101,520
|
|
(1)
|
The difference between Net income and Net income attributable to equity method investees is due to our investment in OpCo, which has entered into tax equity financing facilities with third-party investors that hold noncontrolling ownership interests in certain of its subsidiaries. Accordingly, earnings or losses are allocated to such tax equity investors using the Hypothetical Liquidation at Book Value (or “HLBV”) method. During the fiscal 2016 and 2015 periods, OpCo allocated certain losses to such third-party investors under the HLBV method, which represented the difference between Net income and Net income attributable to equity method investees.
|
|
|
2016
|
|
2015
|
||||
Number of projects
|
|
8
|
|
|
6
|
|
||
Increase in gross profit resulting from net changes in estimates (in thousands)
|
|
$
|
60,968
|
|
|
$
|
31,928
|
|
Net change in estimate as percentage of aggregate gross profit for associated projects
|
|
6.8
|
%
|
|
3.4
|
%
|
|
|
|
|
|
|
Balance (USD)
|
||||||
Loan Agreement
|
|
Maturity
|
|
Loan Denomination
|
|
2016
|
|
2015
|
||||
Revolving credit facility
|
|
July 2018
|
|
USD
|
|
$
|
—
|
|
|
$
|
—
|
|
Project construction credit facilities
|
|
Various
|
|
Various
|
|
196,691
|
|
|
218,183
|
|
||
Malaysian ringgit facility agreement
|
|
September 2018
|
|
MYR
|
|
—
|
|
|
54,175
|
|
||
Malaysian euro facility agreement
|
|
April 2018
|
|
EUR
|
|
—
|
|
|
21,869
|
|
||
Malaysian facility agreement
|
|
March 2016
|
|
EUR
|
|
—
|
|
|
5,100
|
|
||
Capital lease obligations
|
|
Various
|
|
Various
|
|
562
|
|
|
1,065
|
|
||
Long-term debt principal
|
|
|
|
|
|
197,253
|
|
|
300,392
|
|
||
Less: unamortized discount and issuance costs
|
|
|
|
|
|
(8,865
|
)
|
|
(10,977
|
)
|
||
Total long-term debt
|
|
|
|
|
|
188,388
|
|
|
289,415
|
|
||
Less: current portion
|
|
|
|
|
|
(27,966
|
)
|
|
(38,090
|
)
|
||
Noncurrent portion
|
|
|
|
|
|
$
|
160,422
|
|
|
$
|
251,325
|
|
Loan Agreement
|
|
Borrowing Rate at December 31, 2016
|
Revolving Credit Facility
|
|
3.02%
|
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%
|
Ishikawa Credit Agreement
|
|
Senior loan facility at 6-month TIBOR plus 0.75%
|
|
Consumption tax facility at 3-month TIBOR plus 0.5%
|
|
India Credit Facilities
|
|
Bank rate plus 2.35%
|
Hindupur Credit Facility
|
|
Bank rate plus 1.0%
|
Capital lease obligations
|
|
Various
|
|
|
Total Debt
|
||
2017
|
|
$
|
27,958
|
|
2018
|
|
4,799
|
|
|
2019
|
|
5,775
|
|
|
2020
|
|
11,921
|
|
|
2021
|
|
11,149
|
|
|
Thereafter
|
|
135,089
|
|
|
Total long-term debt future principal payments
|
|
$
|
196,691
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
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
|
$
|
18,296
|
|
|
$
|
15,233
|
|
|
$
|
12,278
|
|
|
$
|
7,547
|
|
|
$
|
6,702
|
|
|
$
|
134,835
|
|
|
$
|
194,891
|
|
|
|
|
|
||||
Sublease income
|
(1,449
|
)
|
|
(906
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,355
|
)
|
|
|
|
|
|||||||||||
Net operating lease obligations
|
16,847
|
|
|
14,327
|
|
|
12,278
|
|
|
7,547
|
|
|
6,702
|
|
|
134,835
|
|
|
192,536
|
|
|
|
|
|
|||||||||||
Capital leases
|
420
|
|
|
97
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
582
|
|
(20
|
)
|
562
|
|
(355
|
)
|
207
|
|
|||||||
Total
|
$
|
17,267
|
|
|
$
|
14,424
|
|
|
$
|
12,343
|
|
|
$
|
7,547
|
|
|
$
|
6,702
|
|
|
$
|
134,835
|
|
|
$
|
193,118
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Product warranty liability, beginning of period
|
|
$
|
231,751
|
|
|
$
|
223,057
|
|
|
$
|
198,041
|
|
Accruals for new warranties issued
|
|
35,256
|
|
|
50,040
|
|
|
40,599
|
|
|||
Settlements
|
|
(16,266
|
)
|
|
(13,392
|
)
|
|
(16,721
|
)
|
|||
Changes in estimate of product warranty liability
|
|
1,667
|
|
|
(27,954
|
)
|
|
1,138
|
|
|||
Product warranty liability, end of period
|
|
$
|
252,408
|
|
|
$
|
231,751
|
|
|
$
|
223,057
|
|
Current portion of warranty liability
|
|
$
|
40,079
|
|
|
$
|
38,468
|
|
|
$
|
69,656
|
|
Noncurrent portion of warranty liability
|
|
$
|
212,329
|
|
|
$
|
193,283
|
|
|
$
|
153,401
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of sales
|
|
$
|
7,598
|
|
|
$
|
10,713
|
|
|
$
|
11,713
|
|
Research and development
|
|
3,284
|
|
|
4,109
|
|
|
4,417
|
|
|||
Selling, general and administrative
|
|
17,830
|
|
|
30,052
|
|
|
27,660
|
|
|||
Production start-up
|
|
—
|
|
|
25
|
|
|
20
|
|
|||
Total share-based compensation expense
|
|
$
|
28,712
|
|
|
$
|
44,899
|
|
|
$
|
43,810
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Restricted and performance stock units
|
|
$
|
25,076
|
|
|
$
|
40,393
|
|
|
$
|
42,852
|
|
Unrestricted stock
|
|
1,677
|
|
|
1,326
|
|
|
1,326
|
|
|||
Stock purchase plan
|
|
1,332
|
|
|
1,254
|
|
|
1,003
|
|
|||
|
|
28,085
|
|
|
42,973
|
|
|
45,181
|
|
|||
Net amount released from (absorbed into) inventory
|
|
627
|
|
|
1,926
|
|
|
(1,371
|
)
|
|||
Total share-based compensation expense
|
|
$
|
28,712
|
|
|
$
|
44,899
|
|
|
$
|
43,810
|
|
|
|
Number of Shares
|
|
Weighted Average
Grant-Date
Fair Value
|
||
Unvested restricted stock units at December 31, 2015
|
|
2,973,975
|
|
$
|
31.58
|
|
Restricted stock units granted
|
|
605,005
|
|
59.64
|
|
|
Restricted stock units vested
|
|
(2,361,426)
|
|
26.96
|
|
|
Restricted stock units forfeited
|
|
(261,434)
|
|
57.85
|
|
|
Unvested restricted stock units at December 31, 2016
|
|
956,120
|
|
$
|
53.55
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
U.S. income
|
|
$
|
(361,231
|
)
|
|
$
|
126,958
|
|
|
$
|
139,137
|
|
Non-U.S. income
|
|
(110,459
|
)
|
|
392,877
|
|
|
292,964
|
|
|||
(Loss) income before taxes and equity in earnings of unconsolidated affiliates
|
|
$
|
(471,690
|
)
|
|
$
|
519,835
|
|
|
$
|
432,101
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current (benefit) expense:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(7,689
|
)
|
|
$
|
20,208
|
|
|
$
|
15,492
|
|
State
|
|
1,877
|
|
|
4,172
|
|
|
1,699
|
|
|||
Foreign
|
|
(29,009
|
)
|
|
23,215
|
|
|
8,123
|
|
|||
Total current (benefit) expense
|
|
(34,821
|
)
|
|
47,595
|
|
|
25,314
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
115,905
|
|
|
(716
|
)
|
|
2,926
|
|
|||
State
|
|
(7,343
|
)
|
|
3,118
|
|
|
5,133
|
|
|||
Foreign
|
|
(15,522
|
)
|
|
(56,153
|
)
|
|
(2,185
|
)
|
|||
Total deferred expense (benefit)
|
|
93,040
|
|
|
(53,751
|
)
|
|
5,874
|
|
|||
Total income tax expense (benefit)
|
|
$
|
58,219
|
|
|
$
|
(6,156
|
)
|
|
$
|
31,188
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Tax
|
|
Percent
|
|
Tax
|
|
Percent
|
|
Tax
|
|
Percent
|
|||||||||
Statutory income tax (benefit) expense
|
|
$
|
(165,091
|
)
|
|
35.0
|
%
|
|
$
|
181,936
|
|
|
35.0
|
%
|
|
$
|
151,235
|
|
|
35.0
|
%
|
Foreign dividend income
|
|
248,013
|
|
|
(52.6
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Change in tax contingency
|
|
(34,541
|
)
|
|
7.3
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Goodwill
|
|
22,468
|
|
|
(4.8
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Share-based compensation
|
|
(23,283
|
)
|
|
5.0
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Return to provision adjustments
|
|
11,757
|
|
|
(2.5
|
)%
|
|
6,596
|
|
|
1.3
|
%
|
|
(3,163
|
)
|
|
(0.7
|
)%
|
|||
Non-deductible expenses
|
|
324
|
|
|
(0.1
|
)%
|
|
4,161
|
|
|
0.8
|
%
|
|
3,001
|
|
|
0.7
|
%
|
|||
State tax, net of federal tax
|
|
(5,065
|
)
|
|
1.1
|
%
|
|
5,437
|
|
|
1.0
|
%
|
|
4,549
|
|
|
1.0
|
%
|
|||
Effect of tax holiday
|
|
4,640
|
|
|
(1.0
|
)%
|
|
(126,324
|
)
|
|
(24.3
|
)%
|
|
(80,049
|
)
|
|
(18.5
|
)%
|
|||
Foreign tax rate differential
|
|
6,833
|
|
|
(1.4
|
)%
|
|
(9,637
|
)
|
|
(1.9
|
)%
|
|
(7,524
|
)
|
|
(1.7
|
)%
|
|||
Effect of private letter ruling
|
|
—
|
|
|
—
|
%
|
|
(41,694
|
)
|
|
(8.0
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Tax credits
|
|
(15,435
|
)
|
|
3.3
|
%
|
|
(2,566
|
)
|
|
(0.5
|
)%
|
|
(3,014
|
)
|
|
(0.7
|
)%
|
|||
Other
|
|
5,187
|
|
|
(1.1
|
)%
|
|
(16,266
|
)
|
|
(3.1
|
)%
|
|
(2,206
|
)
|
|
(0.5
|
)%
|
|||
Impact of changes in valuation allowance
|
|
2,412
|
|
|
(0.5
|
)%
|
|
(7,799
|
)
|
|
(1.5
|
)%
|
|
(31,641
|
)
|
|
(7.4
|
)%
|
|||
Reported income tax expense (benefit)
|
|
$
|
58,219
|
|
|
(12.3
|
)%
|
|
$
|
(6,156
|
)
|
|
(1.2
|
)%
|
|
$
|
31,188
|
|
|
7.2
|
%
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Goodwill
|
|
$
|
42,168
|
|
|
$
|
32,022
|
|
Compensation
|
|
18,289
|
|
|
38,938
|
|
||
Accrued expenses
|
|
83,349
|
|
|
74,432
|
|
||
Tax credits
|
|
62,254
|
|
|
211,066
|
|
||
Net operating losses
|
|
86,328
|
|
|
95,562
|
|
||
Inventory
|
|
6,830
|
|
|
5,961
|
|
||
Deferred expenses
|
|
3,276
|
|
|
8,559
|
|
||
Property, plant and equipment
|
|
64,150
|
|
|
38,869
|
|
||
Long-term contracts
|
|
48,364
|
|
|
2,522
|
|
||
Other
|
|
10,034
|
|
|
8,622
|
|
||
Deferred tax assets, gross
|
|
425,042
|
|
|
516,553
|
|
||
Valuation allowance
|
|
(123,936
|
)
|
|
(121,524
|
)
|
||
Deferred tax assets, net of valuation allowance
|
|
301,106
|
|
|
395,029
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Capitalized interest
|
|
(6,821
|
)
|
|
(4,270
|
)
|
||
Acquisition accounting / basis difference
|
|
(6,848
|
)
|
|
(3,527
|
)
|
||
Restricted investments and derivatives
|
|
(12,429
|
)
|
|
(14,128
|
)
|
||
Investments in foreign subsidiaries
|
|
(582
|
)
|
|
(379
|
)
|
||
Equity in earnings
|
|
(38,650
|
)
|
|
(21,895
|
)
|
||
Other
|
|
(322
|
)
|
|
(2,388
|
)
|
||
Deferred tax liabilities
|
|
(65,652
|
)
|
|
(46,587
|
)
|
||
Net deferred tax assets and liabilities
|
|
$
|
235,454
|
|
|
$
|
348,442
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Valuation allowance, beginning of year
|
|
$
|
121,524
|
|
|
$
|
129,323
|
|
|
$
|
160,965
|
|
Additions
|
|
13,933
|
|
|
368
|
|
|
2,068
|
|
|||
Reversals
|
|
(11,521
|
)
|
|
(8,167
|
)
|
|
(33,710
|
)
|
|||
Valuation allowance, end of year
|
|
$
|
123,936
|
|
|
$
|
121,524
|
|
|
$
|
129,323
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefits, beginning of year
|
|
$
|
141,755
|
|
|
$
|
162,029
|
|
|
$
|
183,239
|
|
Increases related to prior year tax positions
|
|
—
|
|
|
484
|
|
|
522
|
|
|||
Decreases related to prior year tax positions
|
|
(6,119
|
)
|
|
(2,693
|
)
|
|
(2,513
|
)
|
|||
Decreases from lapse in statute of limitations
|
|
(14,421
|
)
|
|
(13,827
|
)
|
|
(28,649
|
)
|
|||
Decreases relating to settlements with authorities
|
|
(35,416
|
)
|
|
(20,485
|
)
|
|
(3,111
|
)
|
|||
Increases related to current tax positions
|
|
3,457
|
|
|
16,247
|
|
|
12,541
|
|
|||
Unrecognized tax benefits, end of year
|
|
$
|
89,256
|
|
|
$
|
141,755
|
|
|
$
|
162,029
|
|
|
|
Tax Years
|
Australia
|
|
2011 - 2015
|
India
|
|
2014 - 2016
|
Malaysia
|
|
2010 - 2015
|
United States
|
|
2008 - 2009; 2012 - 2015
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Basic net (loss) income per share
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(357,964
|
)
|
|
$
|
546,421
|
|
|
$
|
395,964
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
|
102,866
|
|
|
100,886
|
|
|
100,048
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted net (loss) income per share
|
|
|
|
|
|
|
|
|
|
|||
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
|
102,866
|
|
|
100,886
|
|
|
100,048
|
|
|||
Effect of restricted and performance stock units and stock purchase plan shares
|
|
—
|
|
|
929
|
|
|
1,595
|
|
|||
Weighted-average shares used in computing diluted net (loss) income per share
|
|
102,866
|
|
|
101,815
|
|
|
101,643
|
|
|||
|
|
|
|
|
|
|
||||||
Net (loss) income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(3.48
|
)
|
|
$
|
5.42
|
|
|
$
|
3.96
|
|
Diluted
|
|
$
|
(3.48
|
)
|
|
$
|
5.37
|
|
|
$
|
3.90
|
|
|
|
2016
|
|
2015
|
|
2014
|
Anti-dilutive shares
|
|
753
|
|
48
|
|
70
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) income
|
|
$
|
(357,964
|
)
|
|
$
|
546,421
|
|
|
$
|
395,964
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(7,409
|
)
|
|
(16,432
|
)
|
|
(19,147
|
)
|
|||
Unrealized gain (loss) on marketable securities and restricted investments for the period, net of tax of $(504), $1,248 and $(6,644)
|
|
16,898
|
|
|
(15,413
|
)
|
|
90,868
|
|
|||
Less: reclassification for gains included in net income, net of tax of $3,022, $0 and $83
|
|
(38,611
|
)
|
|
(2
|
)
|
|
(127
|
)
|
|||
Unrealized (loss) gain on marketable securities and restricted investments
|
|
(21,713
|
)
|
|
(15,415
|
)
|
|
90,741
|
|
|||
Unrealized gain (loss) on derivative instruments for the period, net of tax of $(691), $(207) and $(711)
|
|
6,927
|
|
|
(8,572
|
)
|
|
(1,777
|
)
|
|||
Less: reclassification for (gains) losses included in net income, net of tax of $0, $2,278 and $(150)
|
|
(3,192
|
)
|
|
5,759
|
|
|
6,099
|
|
|||
Unrealized gain (loss) on derivative instruments
|
|
3,735
|
|
|
(2,813
|
)
|
|
4,322
|
|
|||
Other comprehensive (loss) income, net of tax
|
|
(25,387
|
)
|
|
(34,660
|
)
|
|
75,916
|
|
|||
Comprehensive (loss) income
|
|
$
|
(383,351
|
)
|
|
$
|
511,761
|
|
|
$
|
471,880
|
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Marketable Securities and Restricted Investments
|
|
Unrealized Gain (Loss) on Derivative Instruments
|
|
Total
|
||||||||
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 (loss) 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
|
|
||||
Other comprehensive (loss) income before reclassifications
|
|
(7,409
|
)
|
|
16,898
|
|
|
6,927
|
|
|
16,416
|
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
|
—
|
|
|
(38,611
|
)
|
|
(3,192
|
)
|
|
(41,803
|
)
|
||||
Net other comprehensive (loss) income
|
|
(7,409
|
)
|
|
(21,713
|
)
|
|
3,735
|
|
|
(25,387
|
)
|
||||
Balance as of December 31, 2016
|
|
$
|
(77,178
|
)
|
|
$
|
65,171
|
|
|
$
|
2,100
|
|
|
$
|
(9,907
|
)
|
Details of Accumulated Other Comprehensive Income or Loss
|
|
Amounts Reclassified for the Year Ended December 31,
|
|
Income Statement Line Item
|
||||||
|
2016
|
|
2015
|
|
||||||
Gains and (losses) on marketable securities and restricted investments:
|
|
|
|
|
|
|
||||
|
|
$
|
41,633
|
|
|
$
|
2
|
|
|
Other income (expense), net
|
|
|
(3,022
|
)
|
|
—
|
|
|
Tax expense
|
||
|
|
$
|
38,611
|
|
|
$
|
2
|
|
|
Total, net of tax
|
Gains and (losses) on derivative contracts:
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
$
|
1,782
|
|
|
Net sales
|
Foreign exchange forward contracts
|
|
—
|
|
|
5,509
|
|
|
Cost of sales
|
||
Cross-currency swap contract
|
|
4,896
|
|
|
(10,135
|
)
|
|
Foreign currency loss, net
|
||
Foreign exchange forward, interest rate, and cross-currency swap contracts
|
|
(1,704
|
)
|
|
(637
|
)
|
|
Interest expense, net
|
||
|
|
3,192
|
|
|
(3,481
|
)
|
|
Total before tax
|
||
|
|
—
|
|
|
(2,278
|
)
|
|
Tax expense
|
||
|
|
$
|
3,192
|
|
|
$
|
(5,759
|
)
|
|
Total, net of tax
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
||||||
Net sales
|
|
$
|
1,484,300
|
|
|
$
|
1,467,028
|
|
|
$
|
2,951,328
|
|
Gross profit
|
|
378,886
|
|
|
325,093
|
|
|
703,979
|
|
|||
Depreciation and amortization expense
|
|
190,818
|
|
|
13,433
|
|
|
204,251
|
|
|||
Goodwill (1)
|
|
14,462
|
|
|
—
|
|
|
14,462
|
|
|
|
Year Ended December 31, 2015
|
||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
||||||
Net sales
|
|
$
|
1,389,579
|
|
|
$
|
2,189,416
|
|
|
$
|
3,578,995
|
|
Gross profit (2)
|
|
347,853
|
|
|
571,414
|
|
|
919,267
|
|
|||
Depreciation and amortization expense
|
|
214,937
|
|
|
10,289
|
|
|
225,226
|
|
|||
Goodwill
|
|
16,152
|
|
|
68,833
|
|
|
84,985
|
|
|
|
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
|
|
198,731
|
|
|
17,857
|
|
|
216,588
|
|
(1)
|
As a result of our annual impairment testing in the fourth quarter of 2016, we determined that the estimated fair value of our systems reporting unit was less than its carrying value and that the implied fair value of goodwill for the systems reporting unit was zero. Accordingly, we recorded a goodwill impairment loss of
$68.8 million
.
See Note 6 “Goodwill and Intangible Assets”
to our consolidated financial statements for more information on this impairment.
|
(2)
|
Gross profit for our components segment for the year ended
December 31, 2015
included a
$69.6 million
benefit to cost of sales associated with the reduction in our module collection and recycling obligation.
See Note 14 “Solar Module Collection and Recycling Liability”
to our consolidated financial statements for more information regarding the change in this obligation.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Solar module revenue
|
|
$
|
675,453
|
|
|
$
|
227,461
|
|
|
$
|
228,319
|
|
Solar power system revenue
|
|
2,275,875
|
|
|
3,351,534
|
|
|
3,162,868
|
|
|||
Net sales
|
|
$
|
2,951,328
|
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
2,448,627
|
|
|
$
|
3,117,797
|
|
|
$
|
3,042,006
|
|
India
|
|
158,182
|
|
|
134,462
|
|
|
44,118
|
|
|||
Spain
|
|
141,319
|
|
|
797
|
|
|
—
|
|
|||
Jordan
|
|
120,134
|
|
|
—
|
|
|
—
|
|
|||
Germany
|
|
14,498
|
|
|
63,709
|
|
|
121,941
|
|
|||
Australia
|
|
9,568
|
|
|
185,064
|
|
|
157,152
|
|
|||
All other foreign countries
|
|
59,000
|
|
|
77,166
|
|
|
25,970
|
|
|||
Net sales
|
|
$
|
2,951,328
|
|
|
$
|
3,578,995
|
|
|
$
|
3,391,187
|
|
|
|
2016
|
|
2015
|
||||
United States
|
|
$
|
1,606,064
|
|
|
$
|
1,434,891
|
|
Malaysia
|
|
339,230
|
|
|
788,086
|
|
||
Chile
|
|
260,751
|
|
|
270,623
|
|
||
All other foreign countries
|
|
373,573
|
|
|
183,354
|
|
||
Long-lived assets
|
|
$
|
2,579,618
|
|
|
$
|
2,676,954
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
% of Total NS
|
|
% of Total A/R
|
|
% of Total NS
|
|
% of Total A/R
|
|
% of Total NS
|
|
% of Total A/R
|
||||||
Customer #1
|
38
|
%
|
|
*
|
|
|
30
|
%
|
|
21
|
%
|
|
31
|
%
|
|
*
|
|
Customer #2
|
13
|
%
|
|
*
|
|
|
26
|
%
|
|
48
|
%
|
|
14
|
%
|
|
*
|
|
Customer #3
|
10
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
Customer #4
|
*
|
|
|
32
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
Customer #5
|
*
|
|
|
12
|
%
|
|
*
|
|
|
15
|
%
|
|
*
|
|
|
*
|
|
Customer #6
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
15
|
%
|
|
24
|
%
|
Customer #7
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
14
|
%
|
Customer #8
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
13
|
%
|
*
|
Net sales and/or accounts receivable to these customers were less than 10% of our total net sales and/or accounts receivable for 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.
|
|
10-K
|
|
001-33156
|
|
2/24/16
|
|
3.2
|
|
|
|
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
|
|
|
|
4.30
|
|
|
Sixth Amendment, dated as of January 20, 2017, 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
|
|
1/26/17
|
|
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
|
|
10-K
|
|
001-33156
|
|
2/24/16
|
|
10.17
|
|
|
|
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
|
|
10-K
|
|
001-33156
|
|
2/24/16
|
|
10.23
|
|
|
|
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
|
|
10-K
|
|
001-33156
|
|
2/24/16
|
|
10.24
|
|
|
|
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
|
|
10-K
|
|
001-33156
|
|
2/24/16
|
|
10.25
|
|
|
|
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
|
|
10-K
|
|
001-33156
|
|
2/24/16
|
|
10.26
|
|
|
|
10.27
|
|
|
Amendment to Employment Agreement, effective as of July 1, 2016, between First Solar, Inc. and Mark Widmar, and Amendment to Non-Competition and Non-Solicitation Agreement, effective as of July 1, 2016, between First Solar, Inc. and Mark Widmar, and Second Amendment to Change-in-Control Severance Agreement, effective as of July 1, 2016, between First Solar, Inc. and Mark Widmar
|
|
10-Q
|
|
001-33156
|
|
4/28/16
|
|
10.1
|
|
|
|
10.28
|
|
|
Second Amendment to Employment Agreement, effective as of June 30, 2016, between First Solar, Inc. and James Hughes
|
|
10-Q
|
|
001-33156
|
|
4/28/16
|
|
10.2
|
|
|
|
10.29
|
|
|
Employment Agreement, effective as of October 24, 2016, and Change-in-Control Severance Agreement, effective as of October 24, 2016, between First Solar, Inc. and Alexander Bradley
|
|
10-Q
|
|
001-33156
|
|
11/3/16
|
|
10.1
|
|
|
|
10.30
|
|
|
Form of RSU Award Agreement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
10.31
|
|
|
Form of Option Award Agreement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
10.32
|
|
|
Form of Share Award Agreement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
10.33
|
|
|
Form of Performance Unit Award Agreement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
X
|
10.34
|
|
|
Form of Cash Incentive Award Agreement
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
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.
|
Defined Term
|
Cross-Ref.
|
|
Defined Term
|
Cross-Ref.
|
“Addendum”
|
Section 19
|
|
“Grant Date”
|
Paragraph 2
|
“Affiliate”
|
Section 3(a)
|
|
“Participant”
|
Paragraph 1
|
“Award”
|
Paragraph 2
|
|
“Plan”
|
Paragraph 2
|
“Award Agreement”
|
Paragraph 2
|
|
“RSU”
|
Paragraph 2
|
“Business Day”
|
Section 16
|
|
“Share”
|
Paragraph 2
|
“Company”
|
Paragraph 1
|
|
“Tax-Related Items”
|
Section 7
|
“Employer”
|
Section 7
|
|
“Vesting Date”
|
Section 3(a)
|
If to the Company:
|
First Solar, Inc.
350 W Washington Street, Suite 600 Tempe, AZ 85281 Attention: Stock Plan Administrator |
If to the Participant:
|
To the address most recently supplied to the Company and set forth in the Company’s records
|
Defined Term
|
Cross-Ref.
|
|
Defined Term
|
Cross-Ref.
|
“Addendum”
|
Section 19
|
|
“Grant Date”
|
Paragraph 2
|
“Affiliate”
|
Section 3(a)
|
|
“Options”
|
Paragraph 2
|
“Award”
|
Paragraph 2
|
|
“Participant”
|
Paragraph 1
|
“Award Agreement”
|
Paragraph 2
|
|
“Plan”
|
Paragraph 2
|
“Business Day”
|
Section 16
|
|
“Share”
|
Paragraph 2
|
“Company”
|
Paragraph 1
|
|
“Tax-Related Items”
|
Section 7
|
“Committee”
|
Section 4
|
|
“Vesting Date”
|
Section 3(a)
|
“Employer”
|
Section 7
|
|
|
|
If to the Company:
|
First Solar, Inc.
350 W Washington Street, Suite 600 Tempe, AZ 85281 Attention: Stock Plan Administrator |
If to the Participant:
|
To the address most recently supplied to the Company and set forth in the Company’s records
|
Defined Term
|
Cross-Ref.
|
|
Defined Term
|
Cross-Ref.
|
“Addendum”
|
Section 14
|
|
“Grant Date”
|
Paragraph 2
|
“Award”
|
Paragraph 2
|
|
“Participant”
|
Paragraph 1
|
“Award Agreement”
|
Paragraph 2
|
|
“Plan”
|
Paragraph 2
|
“Business Day”
|
Section 11
|
|
“Share”
|
Paragraph 2
|
“Company”
|
Paragraph 1
|
|
“Tax-Related Items”
|
Section 3
|
“Employer”
|
Section 3
|
|
|
|
If to the Company:
|
First Solar, Inc.
350 W Washington Street, Suite 600 Tempe, AZ 85281 Attention: Stock Plan Administrator |
If to the Participant:
|
To the address most recently supplied to the Company and set forth in the Company’s records
|
Defined Term
|
Cross-Ref.
|
|
Defined Term
|
Cross-Ref.
|
“Addendum”
|
Section 18
|
|
“Employer”
|
Section 6
|
“Affiliate”
|
Section 3(a)
|
|
“Grant Date”
|
Paragraph 2
|
“Award”
|
Paragraph 2
|
|
“Participant”
|
Paragraph 1
|
“Award Agreement”
|
Paragraph 2
|
|
“Performance Unit”
|
Paragraph 2
|
“Business Day”
|
Section 15
|
|
“Plan”
|
Paragraph 2
|
“Committee”
|
Section 3(a)
|
|
“Share”
|
Paragraph 2
|
“Company”
|
Paragraph 1
|
|
“Tax-Related Items”
|
Section 6
|
If to the Company:
|
First Solar, Inc.
350 W Washington Street, Suite 600 Tempe, AZ 85281 Attention: Stock Plan Administrator |
If to the Participant:
|
To the address most recently supplied to the Company and set forth in the Company’s records
|
Defined Term
|
Cross-Ref.
|
|
Defined Term
|
Cross-Ref.
|
“Addendum”
|
Section 16
|
|
“Employer”
|
Section 3(b)
|
“Affiliate”
|
Section 3(a)
|
|
“Grant Date”
|
Paragraph 2
|
“Award”
|
Paragraph 2
|
|
“Participant”
|
Paragraph 1
|
“Award Agreement”
|
Paragraph 2
|
|
“Plan”
|
Paragraph 2
|
“Business Day”
|
Section 13
|
|
“Tax-Related Items”
|
Section 6
|
“Company”
|
Paragraph 1
|
|
“Vesting Date”
|
Section 3(a)
|
If to the Company:
|
First Solar, Inc.
350 W Washington Street, Suite 600 Tempe, AZ 85281 Attention: Stock Plan Administrator |
If to the Participant:
|
To the address most recently supplied to the Company and set forth in the Company’s records
|
|
|
|
Name
|
|
Jurisdiction
|
|
||
First Solar Electric, LLC
|
|
United States
|
First Solar Electric (California), Inc.
|
|
United States
|
First Solar Development, LLC
|
|
United States
|
First Solar Asset Management, LLC
|
|
United States
|
Maryland Solar Holdings, Inc.
|
|
United States
|
First Solar FE Holdings Pte Ltd
|
|
Singapore
|
First Solar Malaysia Sdn Bhd
|
|
Malaysia
|
First Solar Holdings GmbH
|
|
Germany
|
First Solar Manufacturing GmbH
|
|
Germany
|
First Solar GmbH
|
|
Germany
|
First Solar Vietnam Holdings Pte Ltd
|
|
Vietnam
|
First Solar Vietnam Manufacturing Co Ltd
|
|
Vietnam
|
First Solar Power India Pvt Ltd
|
|
India
|
First Solar Energía Limitada
|
|
Chile
|
Parque Solar Fotovoltaico Luz del Norte SpA
|
|
Chile
|
First Solar (Australia) Pty Ltd
|
|
Australia
|
First Solar Development (Canada), Inc.
|
|
Canada
|
First Solar Japan GK
|
|
Japan
|
1
|
I have reviewed the Annual Report on Form 10-K of First Solar, Inc., a Delaware corporation, for the period ended
December 31, 2016
, as filed with the Securities and Exchange Commission;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 22, 2017
|
/s/ MARK R. WIDMAR
|
|
|
|
Mark R. Widmar
|
|
|
|
Chief Executive Officer
|
|
1
|
I have reviewed the Annual Report on Form 10-K of First Solar, Inc., a Delaware corporation, for the period ended
December 31, 2016
, as filed with the Securities and Exchange Commission;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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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
|
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)
|
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 22, 2017
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/s/ ALEXANDER R. BRADLEY
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Alexander R. Bradley
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Chief Financial 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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|||||
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||||||
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(2
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)
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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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Date:
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February 22, 2017
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/s/ MARK R. WIDMAR
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Mark R. Widmar
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|||||||
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Chief Executive Officer
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|||||||
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|||||||||
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|||||||
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Date:
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February 22, 2017
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/s/ ALEXANDER R. BRADLEY
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||||
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Alexander R. Bradley
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|||||||
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Chief Financial Officer
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