|
[x]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended March 31, 2017
|
or
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from to
|
Delaware
|
20-4623678
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer [x]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
Emerging growth company [ ]
|
(Do not check if a smaller reporting company)
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Net sales
|
|
$
|
891,791
|
|
|
$
|
876,068
|
|
Cost of sales
|
|
807,607
|
|
|
598,457
|
|
||
Gross profit
|
|
84,184
|
|
|
277,611
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
22,799
|
|
|
30,187
|
|
||
Selling, general and administrative
|
|
48,199
|
|
|
67,503
|
|
||
Production start-up
|
|
1,150
|
|
|
—
|
|
||
Restructuring and asset impairments
|
|
20,031
|
|
|
—
|
|
||
Total operating expenses
|
|
92,179
|
|
|
97,690
|
|
||
Operating (loss) income
|
|
(7,995
|
)
|
|
179,921
|
|
||
Foreign currency gain (loss), net
|
|
246
|
|
|
(3,240
|
)
|
||
Interest income
|
|
6,417
|
|
|
6,406
|
|
||
Interest expense, net
|
|
(9,169
|
)
|
|
(4,642
|
)
|
||
Other income, net
|
|
25,861
|
|
|
35,553
|
|
||
Income before taxes and equity in earnings of unconsolidated affiliates
|
|
15,360
|
|
|
213,998
|
|
||
Income tax expense
|
|
(5,679
|
)
|
|
(28,031
|
)
|
||
Equity in earnings of unconsolidated affiliates, net of tax
|
|
(552
|
)
|
|
9,669
|
|
||
Net income
|
|
$
|
9,129
|
|
|
$
|
195,636
|
|
Net income per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.09
|
|
|
$
|
1.92
|
|
Diluted
|
|
$
|
0.09
|
|
|
$
|
1.90
|
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
||||
Basic
|
|
104,103
|
|
|
101,853
|
|
||
Diluted
|
|
104,410
|
|
|
102,919
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Net income
|
|
$
|
9,129
|
|
|
$
|
195,636
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
4,641
|
|
|
5,542
|
|
||
Unrealized (loss) gain on marketable securities and restricted investments
|
|
(4,790
|
)
|
|
5,966
|
|
||
Unrealized (loss) gain on derivative instruments
|
|
(2,154
|
)
|
|
106
|
|
||
Other comprehensive (loss) income, net of tax
|
|
(2,303
|
)
|
|
11,614
|
|
||
Comprehensive income
|
|
$
|
6,826
|
|
|
$
|
207,250
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash
|
|
$
|
1,656,245
|
|
|
$
|
1,347,155
|
|
Marketable securities
|
|
789,442
|
|
|
607,991
|
|
||
Accounts receivable trade, net
|
|
151,186
|
|
|
266,687
|
|
||
Accounts receivable, unbilled and retainage
|
|
70,536
|
|
|
206,739
|
|
||
Inventories
|
|
432,602
|
|
|
363,219
|
|
||
Balance of systems parts
|
|
33,269
|
|
|
62,776
|
|
||
Project assets
|
|
—
|
|
|
700,800
|
|
||
Notes receivable, affiliate
|
|
19,600
|
|
|
15,000
|
|
||
Prepaid expenses and other current assets
|
|
177,358
|
|
|
217,462
|
|
||
Total current assets
|
|
3,330,238
|
|
|
3,787,829
|
|
||
Property, plant and equipment, net
|
|
691,767
|
|
|
629,142
|
|
||
PV solar power systems, net
|
|
452,074
|
|
|
448,601
|
|
||
Project assets
|
|
960,089
|
|
|
762,148
|
|
||
Deferred tax assets, net
|
|
251,453
|
|
|
255,152
|
|
||
Restricted cash and investments
|
|
355,237
|
|
|
371,307
|
|
||
Investments in unconsolidated affiliates and joint ventures
|
|
228,469
|
|
|
234,610
|
|
||
Goodwill
|
|
14,462
|
|
|
14,462
|
|
||
Other intangibles, net
|
|
85,902
|
|
|
87,970
|
|
||
Inventories
|
|
99,714
|
|
|
100,512
|
|
||
Notes receivable, affiliates
|
|
49,994
|
|
|
54,737
|
|
||
Other assets
|
|
85,104
|
|
|
77,898
|
|
||
Total assets
|
|
$
|
6,604,503
|
|
|
$
|
6,824,368
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
143,455
|
|
|
$
|
148,730
|
|
Income taxes payable
|
|
5,002
|
|
|
12,562
|
|
||
Accrued expenses
|
|
185,337
|
|
|
262,977
|
|
||
Current portion of long-term debt
|
|
11,540
|
|
|
27,966
|
|
||
Deferred revenue
|
|
24,754
|
|
|
308,704
|
|
||
Other current liabilities
|
|
156,963
|
|
|
146,942
|
|
||
Total current liabilities
|
|
527,051
|
|
|
907,881
|
|
||
Accrued solar module collection and recycling liability
|
|
169,071
|
|
|
166,277
|
|
||
Long-term debt
|
|
265,823
|
|
|
160,422
|
|
||
Other liabilities
|
|
414,752
|
|
|
371,439
|
|
||
Total liabilities
|
|
1,376,697
|
|
|
1,606,019
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 104,289,617 and 104,034,731 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
|
|
104
|
|
|
104
|
|
||
Additional paid-in capital
|
|
2,767,941
|
|
|
2,765,310
|
|
||
Accumulated earnings
|
|
2,471,971
|
|
|
2,462,842
|
|
||
Accumulated other comprehensive loss
|
|
(12,210
|
)
|
|
(9,907
|
)
|
||
Total stockholders’ equity
|
|
5,227,806
|
|
|
5,218,349
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
6,604,503
|
|
|
$
|
6,824,368
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
9,129
|
|
|
$
|
195,636
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
||||
Depreciation, amortization and accretion
|
|
32,968
|
|
|
58,375
|
|
||
Impairments and net losses on disposal of long-lived assets
|
|
15,011
|
|
|
1,163
|
|
||
Share-based compensation
|
|
7,051
|
|
|
11,478
|
|
||
Equity in earnings of unconsolidated affiliates, net of tax
|
|
552
|
|
|
(9,669
|
)
|
||
Distributions received from equity method investments
|
|
5,507
|
|
|
—
|
|
||
Remeasurement of monetary assets and liabilities
|
|
(2,558
|
)
|
|
(1,594
|
)
|
||
Deferred income taxes
|
|
4,494
|
|
|
(1,829
|
)
|
||
Gain on sales of marketable securities and restricted investments
|
|
(46
|
)
|
|
(37,804
|
)
|
||
Other, net
|
|
30
|
|
|
8,259
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, trade, unbilled and retainage
|
|
252,244
|
|
|
96,306
|
|
||
Prepaid expenses and other current assets
|
|
34,441
|
|
|
(27,691
|
)
|
||
Inventories and balance of systems parts
|
|
(38,131
|
)
|
|
(79,541
|
)
|
||
Project assets
|
|
506,078
|
|
|
(140,136
|
)
|
||
Other assets
|
|
(6,985
|
)
|
|
(12,096
|
)
|
||
Income tax receivable and payable
|
|
(2,308
|
)
|
|
16,685
|
|
||
Accounts payable
|
|
(3,013
|
)
|
|
(59,853
|
)
|
||
Accrued expenses and other liabilities
|
|
(323,694
|
)
|
|
63,165
|
|
||
Accrued solar module collection and recycling liability
|
|
2,374
|
|
|
3,364
|
|
||
Net cash provided by operating activities
|
|
493,144
|
|
|
84,218
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(112,993
|
)
|
|
(51,754
|
)
|
||
Purchases of marketable securities and restricted investments
|
|
(359,283
|
)
|
|
(268,963
|
)
|
||
Proceeds from sales and maturities of marketable securities and restricted investments
|
|
177,678
|
|
|
179,300
|
|
||
Other investing activities
|
|
1,408
|
|
|
(3,657
|
)
|
||
Net cash used in investing activities
|
|
(293,190
|
)
|
|
(145,074
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Repayment of long-term debt
|
|
(22,048
|
)
|
|
(15,424
|
)
|
||
Proceeds from borrowings under long-term debt, net of discounts and issuance costs
|
|
94,670
|
|
|
16,619
|
|
||
Repayment of sale-leaseback financing
|
|
—
|
|
|
(1,616
|
)
|
||
Payments of tax withholdings for restricted shares
|
|
(4,167
|
)
|
|
(17,418
|
)
|
||
Proceeds from discounting of commercial letters of credit
|
|
43,025
|
|
|
—
|
|
||
Contingent consideration payments and other financing activities
|
|
(9,316
|
)
|
|
(111
|
)
|
||
Net cash provided by (used in) financing activities
|
|
102,164
|
|
|
(17,950
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(7,307
|
)
|
|
6,423
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
294,811
|
|
|
(72,383
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of the period
|
|
1,415,690
|
|
|
1,207,116
|
|
||
Cash, cash equivalents and restricted cash, end of the period
|
|
$
|
1,710,501
|
|
|
$
|
1,134,733
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
||
Equity interests obtained from the sale of project assets
|
|
$
|
—
|
|
|
$
|
(25,889
|
)
|
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
21,498
|
|
|
$
|
14,406
|
|
Acquisitions currently or previously funded by liabilities and contingent consideration
|
|
$
|
21,610
|
|
|
$
|
24,813
|
|
Accrued interest capitalized to long-term debt
|
|
$
|
13,589
|
|
|
$
|
—
|
|
|
|
December 31, 2016
|
||||||||||
|
|
As Reported
|
|
Adoption of ASU 2014-09
|
|
As Adjusted
|
||||||
Accounts receivable, unbilled and retainage
|
|
$
|
205,530
|
|
|
$
|
1,209
|
|
|
$
|
206,739
|
|
Deferred project costs
|
|
701,105
|
|
|
(701,105
|
)
|
|
—
|
|
|||
Project assets, current
|
|
—
|
|
|
700,800
|
|
|
700,800
|
|
|||
Prepaid expenses and other current assets
|
|
217,157
|
|
|
305
|
|
|
217,462
|
|
|||
Total current assets
|
|
3,786,620
|
|
|
1,209
|
|
|
3,787,829
|
|
|||
Project assets and deferred project costs
|
|
800,770
|
|
|
(800,770
|
)
|
|
—
|
|
|||
Project assets, noncurrent
|
|
—
|
|
|
762,148
|
|
|
762,148
|
|
|||
Deferred tax assets, net
|
|
252,655
|
|
|
2,497
|
|
|
255,152
|
|
|||
Investments in unconsolidated affiliates and joint ventures
|
|
242,361
|
|
|
(7,751
|
)
|
|
234,610
|
|
|||
Other assets
|
|
78,076
|
|
|
(178
|
)
|
|
77,898
|
|
|||
Total assets
|
|
6,867,213
|
|
|
(42,845
|
)
|
|
6,824,368
|
|
|||
Income taxes payable
|
|
5,288
|
|
|
7,274
|
|
|
12,562
|
|
|||
Billings in excess of costs and estimated earnings
|
|
115,623
|
|
|
(115,623
|
)
|
|
—
|
|
|||
Payments and billings for deferred project costs
|
|
284,440
|
|
|
(284,440
|
)
|
|
—
|
|
|||
Deferred revenue
|
|
—
|
|
|
308,704
|
|
|
308,704
|
|
|||
Other current liabilities
|
|
54,683
|
|
|
92,259
|
|
|
146,942
|
|
|||
Total current liabilities
|
|
899,707
|
|
|
8,174
|
|
|
907,881
|
|
|||
Other liabilities
|
|
428,120
|
|
|
(56,681
|
)
|
|
371,439
|
|
|||
Total liabilities
|
|
1,654,526
|
|
|
(48,507
|
)
|
|
1,606,019
|
|
|||
Additional paid-in capital
|
|
2,759,211
|
|
|
6,099
|
|
|
2,765,310
|
|
|||
Accumulated earnings
|
|
2,463,279
|
|
|
(437
|
)
|
|
2,462,842
|
|
|||
Total stockholders’ equity
|
|
5,212,687
|
|
|
5,662
|
|
|
5,218,349
|
|
|||
Total liabilities and stockholders’ equity
|
|
6,867,213
|
|
|
(42,845
|
)
|
|
6,824,368
|
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
|
|
As Reported
|
|
Adoption of ASU 2016-09
|
|
Adoption of ASU 2014-09
|
|
As Adjusted
|
||||||||
Net sales
|
|
$
|
848,484
|
|
|
$
|
—
|
|
|
$
|
27,584
|
|
|
$
|
876,068
|
|
Cost of sales
|
|
585,539
|
|
|
—
|
|
|
12,918
|
|
|
598,457
|
|
||||
Gross profit
|
|
262,945
|
|
|
—
|
|
|
14,666
|
|
|
277,611
|
|
||||
Operating income
|
|
165,255
|
|
|
—
|
|
|
14,666
|
|
|
179,921
|
|
||||
Income before taxes and equity in earnings of unconsolidated affiliates
|
|
199,332
|
|
|
—
|
|
|
14,666
|
|
|
213,998
|
|
||||
Income tax expense
|
|
(33,764
|
)
|
|
7,909
|
|
|
(2,176
|
)
|
|
(28,031
|
)
|
||||
Equity in earnings of unconsolidated affiliates, net of tax
|
|
4,997
|
|
|
—
|
|
|
4,672
|
|
|
9,669
|
|
||||
Net income
|
|
170,565
|
|
|
7,909
|
|
|
17,162
|
|
|
195,636
|
|
||||
Comprehensive income
|
|
182,179
|
|
|
7,909
|
|
|
17,162
|
|
|
207,250
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic net income per share
|
|
$
|
1.67
|
|
|
$
|
0.08
|
|
|
$
|
0.17
|
|
|
$
|
1.92
|
|
Diluted net income per share
|
|
$
|
1.66
|
|
|
$
|
0.08
|
|
|
$
|
0.16
|
|
|
$
|
1.90
|
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||
|
|
As Reported
|
|
Adoption of ASU 2016-18
|
|
Adoption of ASU 2016-09
|
|
Adoption of ASU 2014-09
|
|
As Adjusted
|
||||||||||
Net income
|
|
$
|
170,565
|
|
|
$
|
—
|
|
|
$
|
7,909
|
|
|
$
|
17,162
|
|
|
$
|
195,636
|
|
Adjustments to reconcile net income to cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of unconsolidated affiliates, net of tax
|
|
(4,997
|
)
|
|
—
|
|
|
—
|
|
|
(4,672
|
)
|
|
(9,669
|
)
|
|||||
Remeasurement of monetary assets and liabilities
|
|
(4,184
|
)
|
|
2,590
|
|
|
—
|
|
|
—
|
|
|
(1,594
|
)
|
|||||
Excess tax benefits from share-based compensation arrangements
|
|
(13,716
|
)
|
|
—
|
|
|
13,716
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
|
873
|
|
|
—
|
|
|
—
|
|
|
7,386
|
|
|
8,259
|
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable, trade, unbilled and retainage
|
|
117,343
|
|
|
—
|
|
|
—
|
|
|
(21,037
|
)
|
|
96,306
|
|
|||||
Prepaid expenses and other current assets
|
|
(27,536
|
)
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
(27,691
|
)
|
|||||
Project assets
|
|
(176,232
|
)
|
|
—
|
|
|
—
|
|
|
36,096
|
|
|
(140,136
|
)
|
|||||
Other assets
|
|
(12,644
|
)
|
|
—
|
|
|
—
|
|
|
548
|
|
|
(12,096
|
)
|
|||||
Income tax receivable and payable
|
|
22,418
|
|
|
—
|
|
|
(7,909
|
)
|
|
2,176
|
|
|
16,685
|
|
|||||
Accrued expenses and other liabilities
|
|
83,251
|
|
|
—
|
|
|
17,418
|
|
|
(37,504
|
)
|
|
63,165
|
|
|||||
Net cash provided by operating activities
|
|
50,494
|
|
|
2,590
|
|
|
31,134
|
|
|
—
|
|
|
84,218
|
|
|||||
Change in restricted cash
|
|
34,427
|
|
|
(34,427
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
|
(110,647
|
)
|
|
(34,427
|
)
|
|
—
|
|
|
—
|
|
|
(145,074
|
)
|
|||||
Excess tax benefits from share-based compensation arrangements
|
|
13,716
|
|
|
—
|
|
|
(13,716
|
)
|
|
—
|
|
|
—
|
|
|||||
Payments of tax withholdings for restricted shares
|
|
—
|
|
|
—
|
|
|
(17,418
|
)
|
|
—
|
|
|
(17,418
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
13,184
|
|
|
—
|
|
|
(31,134
|
)
|
|
—
|
|
|
(17,950
|
)
|
|||||
Net decrease in cash, cash equivalents and restricted cash
|
|
(40,546
|
)
|
|
(31,837
|
)
|
|
—
|
|
|
—
|
|
|
(72,383
|
)
|
|||||
Cash, cash equivalents and restricted cash, beginning of the period
|
|
1,126,826
|
|
|
80,290
|
|
|
—
|
|
|
—
|
|
|
1,207,116
|
|
|||||
Cash, cash equivalents and restricted cash, end of the period
|
|
1,086,280
|
|
|
48,453
|
|
|
—
|
|
|
—
|
|
|
1,134,733
|
|
|||||
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity interests obtained from the sale of project assets
|
|
(25,921
|
)
|
|
—
|
|
|
—
|
|
|
32
|
|
|
(25,889
|
)
|
|
|
Asset Impairments
|
|
Severance
|
|
Other
|
|
Total
|
||||||||
Ending liability balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
7,865
|
|
|
$
|
550
|
|
|
$
|
8,415
|
|
Charges to income
|
|
10,208
|
|
|
6,248
|
|
|
3,574
|
|
|
20,030
|
|
||||
Cash payments
|
|
—
|
|
|
(6,312
|
)
|
|
(3,094
|
)
|
|
(9,406
|
)
|
||||
Non-cash amounts
|
|
(10,208
|
)
|
|
—
|
|
|
(148
|
)
|
|
(10,356
|
)
|
||||
Ending liability balance at March 31, 2017
|
|
$
|
—
|
|
|
$
|
7,801
|
|
|
$
|
882
|
|
|
$
|
8,683
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Cash
|
|
$
|
1,656,245
|
|
|
$
|
1,347,155
|
|
Marketable securities:
|
|
|
|
|
||||
Foreign debt
|
|
218,291
|
|
|
296,819
|
|
||
Foreign government obligations
|
|
202,115
|
|
|
271,172
|
|
||
U.S. debt
|
|
64,036
|
|
|
—
|
|
||
Time deposits
|
|
305,000
|
|
|
40,000
|
|
||
Total marketable securities
|
|
789,442
|
|
|
607,991
|
|
||
Total cash and marketable securities
|
|
$
|
2,445,687
|
|
|
$
|
1,955,146
|
|
|
|
As of March 31, 2017
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
219,370
|
|
|
$
|
—
|
|
|
$
|
1,079
|
|
|
$
|
218,291
|
|
Foreign government obligations
|
|
203,132
|
|
|
—
|
|
|
1,017
|
|
|
202,115
|
|
||||
U.S. debt
|
|
64,122
|
|
|
—
|
|
|
86
|
|
|
64,036
|
|
||||
Time deposits
|
|
305,000
|
|
|
—
|
|
|
—
|
|
|
305,000
|
|
||||
Total
|
|
$
|
791,624
|
|
|
$
|
—
|
|
|
$
|
2,182
|
|
|
$
|
789,442
|
|
|
|
As of December 31, 2016
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
298,085
|
|
|
$
|
2
|
|
|
$
|
1,268
|
|
|
$
|
296,819
|
|
Foreign government obligations
|
|
272,357
|
|
|
—
|
|
|
1,185
|
|
|
271,172
|
|
||||
Time deposits
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
||||
Total
|
|
$
|
610,442
|
|
|
$
|
2
|
|
|
$
|
2,453
|
|
|
$
|
607,991
|
|
|
|
As of March 31, 2017
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
One year or less
|
|
$
|
584,388
|
|
|
$
|
—
|
|
|
$
|
499
|
|
|
$
|
583,889
|
|
One year to two years
|
|
103,810
|
|
|
—
|
|
|
387
|
|
|
103,423
|
|
||||
Two years to three years
|
|
103,426
|
|
|
—
|
|
|
1,296
|
|
|
102,130
|
|
||||
Total
|
|
$
|
791,624
|
|
|
$
|
—
|
|
|
$
|
2,182
|
|
|
$
|
789,442
|
|
|
|
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 March 31, 2017
|
||||||||||||||||||||||
|
|
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
|
|
$
|
168,561
|
|
|
$
|
986
|
|
|
$
|
51,307
|
|
|
$
|
93
|
|
|
$
|
219,868
|
|
|
$
|
1,079
|
|
Foreign government obligations
|
|
$
|
197,746
|
|
|
$
|
992
|
|
|
$
|
4,977
|
|
|
$
|
25
|
|
|
$
|
202,723
|
|
|
$
|
1,017
|
|
U.S. debt
|
|
$
|
64,560
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,560
|
|
|
$
|
86
|
|
Total
|
|
$
|
430,867
|
|
|
$
|
2,064
|
|
|
$
|
56,284
|
|
|
$
|
118
|
|
|
$
|
487,151
|
|
|
$
|
2,182
|
|
|
|
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
|
|
$
|
234,332
|
|
|
$
|
1,123
|
|
|
$
|
51,236
|
|
|
$
|
145
|
|
|
$
|
285,568
|
|
|
$
|
1,268
|
|
Foreign government obligations
|
|
$
|
272,503
|
|
|
$
|
1,185
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
272,503
|
|
|
$
|
1,185
|
|
Total
|
|
$
|
506,835
|
|
|
$
|
2,308
|
|
|
$
|
51,236
|
|
|
$
|
145
|
|
|
$
|
558,071
|
|
|
$
|
2,453
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Restricted cash
|
|
$
|
15,537
|
|
|
$
|
31,381
|
|
Restricted investments
|
|
339,700
|
|
|
339,926
|
|
||
Total restricted cash and investments (1)
|
|
$
|
355,237
|
|
|
$
|
371,307
|
|
(1)
|
There was an additional
$38.7 million
and
$37.2 million
of restricted cash included within “
Prepaid expenses and other current assets
” at
March 31, 2017
and
December 31, 2016
, respectively.
|
|
|
As of March 31, 2017
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
110,608
|
|
|
$
|
56,739
|
|
|
$
|
—
|
|
|
$
|
167,347
|
|
U.S. government obligations
|
|
170,597
|
|
|
10,695
|
|
|
8,939
|
|
|
172,353
|
|
||||
Total
|
|
$
|
281,205
|
|
|
$
|
67,434
|
|
|
$
|
8,939
|
|
|
$
|
339,700
|
|
|
|
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
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Accounts receivable trade, gross
|
|
$
|
151,206
|
|
|
$
|
266,687
|
|
Allowance for doubtful accounts
|
|
(20
|
)
|
|
—
|
|
||
Accounts receivable trade, net
|
|
$
|
151,186
|
|
|
$
|
266,687
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Accounts receivable, unbilled
|
|
$
|
64,995
|
|
|
$
|
200,474
|
|
Retainage
|
|
5,541
|
|
|
6,265
|
|
||
Accounts receivable, unbilled and retainage
|
|
$
|
70,536
|
|
|
$
|
206,739
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Raw materials
|
|
$
|
140,726
|
|
|
$
|
148,222
|
|
Work in process
|
|
10,505
|
|
|
13,204
|
|
||
Finished goods
|
|
381,085
|
|
|
302,305
|
|
||
Inventories
|
|
$
|
532,316
|
|
|
$
|
463,731
|
|
Inventories – current
|
|
$
|
432,602
|
|
|
$
|
363,219
|
|
Inventories – noncurrent (1)
|
|
$
|
99,714
|
|
|
$
|
100,512
|
|
(1)
|
As needed, we may purchase a critical raw material that is used in our core production process in quantities that exceed anticipated consumption within our normal operating cycle (which is 12 months). We classify such raw materials that we do not expect to consume within our normal operating cycle as noncurrent.
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Prepaid expenses
|
|
$
|
42,243
|
|
|
$
|
42,007
|
|
Prepaid income taxes
|
|
31,345
|
|
|
35,336
|
|
||
Restricted cash
|
|
38,719
|
|
|
37,154
|
|
||
Value added tax receivables
|
|
7,980
|
|
|
22,308
|
|
||
Derivative instruments
|
|
1,183
|
|
|
6,078
|
|
||
Other current assets
|
|
55,888
|
|
|
74,579
|
|
||
Prepaid expenses and other current assets
|
|
$
|
177,358
|
|
|
$
|
217,462
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Land
|
|
$
|
7,882
|
|
|
$
|
7,839
|
|
Buildings and improvements
|
|
378,757
|
|
|
378,981
|
|
||
Machinery and equipment
|
|
1,298,439
|
|
|
1,444,442
|
|
||
Office equipment and furniture
|
|
150,178
|
|
|
147,833
|
|
||
Leasehold improvements
|
|
49,631
|
|
|
53,552
|
|
||
Construction in progress
|
|
179,231
|
|
|
93,164
|
|
||
Stored assets (1)
|
|
16,059
|
|
|
17,995
|
|
||
Property, plant and equipment, gross
|
|
2,080,177
|
|
|
2,143,806
|
|
||
Accumulated depreciation
|
|
(1,388,410
|
)
|
|
(1,514,664
|
)
|
||
Property, plant and equipment, net
|
|
$
|
691,767
|
|
|
$
|
629,142
|
|
(1)
|
Consist of certain machinery and equipment (“stored assets”) that were originally intended for use in previously planned manufacturing capacity expansions. As further described in Note 4. “Restructuring and Asset Impairments” to our condensed consolidated financial statements, we recently introduced our next generation Series 6 module technology, which is expected to enable the production of modules with a larger form factor, better product attributes, and a lower cost structure. The majority of the remaining stored assets are expected to be repurposed for Series 6 manufacturing as we transition our production lines to such module technology through 2018. As the remaining stored assets are neither in the condition nor location to produce modules as intended, we will not begin depreciation until such assets are placed in service. We evaluate our property, plant and equipment, including our stored assets, for impairment under a held and used impairment model whenever events or changes in business circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable.
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
PV solar power systems, gross
|
|
$
|
473,143
|
|
|
$
|
464,581
|
|
Accumulated depreciation
|
|
(21,069
|
)
|
|
(15,980
|
)
|
||
PV solar power systems, net
|
|
$
|
452,074
|
|
|
$
|
448,601
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Interest cost incurred
|
|
$
|
(9,270
|
)
|
|
$
|
(5,894
|
)
|
Interest cost capitalized – property, plant and equipment
|
|
—
|
|
|
236
|
|
||
Interest cost capitalized – project assets
|
|
101
|
|
|
1,016
|
|
||
Interest expense, net
|
|
$
|
(9,169
|
)
|
|
$
|
(4,642
|
)
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Project assets – development costs, including project acquisition and land costs
|
|
$
|
377,787
|
|
|
$
|
444,264
|
|
Project assets – construction costs
|
|
582,302
|
|
|
1,018,684
|
|
||
Total project assets
|
|
960,089
|
|
|
1,462,948
|
|
||
Project assets – current
|
|
—
|
|
|
700,800
|
|
||
Project assets – noncurrent
|
|
960,089
|
|
|
762,148
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Notes receivable (1)
|
|
$
|
7,514
|
|
|
$
|
7,385
|
|
Income taxes receivable
|
|
4,106
|
|
|
4,230
|
|
||
Deferred rent
|
|
27,001
|
|
|
27,160
|
|
||
Other
|
|
46,483
|
|
|
39,123
|
|
||
Other assets
|
|
$
|
85,104
|
|
|
$
|
77,898
|
|
(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
March 31, 2017
and
December 31, 2016
, the balance outstanding on the credit facility was
€7.0 million
(
$7.5 million
and
$7.4 million
, respectively).
|
|
|
December 31,
2016 |
|
Acquisitions (Impairments)
|
|
March 31, 2017
|
||||||
Components
|
|
$
|
407,827
|
|
|
$
|
—
|
|
|
$
|
407,827
|
|
Accumulated impairment losses
|
|
(393,365
|
)
|
|
—
|
|
|
(393,365
|
)
|
|||
Total
|
|
$
|
14,462
|
|
|
$
|
—
|
|
|
$
|
14,462
|
|
|
|
March 31, 2017
|
||||||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Accumulated Impairments
|
|
Net Amount
|
||||||||
Developed technology
|
|
$
|
76,959
|
|
|
$
|
(18,612
|
)
|
|
$
|
—
|
|
|
$
|
58,347
|
|
Power purchase agreements
|
|
6,486
|
|
|
(81
|
)
|
|
—
|
|
|
6,405
|
|
||||
Patents
|
|
6,538
|
|
|
(2,643
|
)
|
|
—
|
|
|
3,895
|
|
||||
In-process research and development
|
|
17,255
|
|
|
—
|
|
|
—
|
|
|
17,255
|
|
||||
Total
|
|
$
|
107,238
|
|
|
$
|
(21,336
|
)
|
|
$
|
—
|
|
|
$
|
85,902
|
|
|
|
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
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Accrued compensation and benefits
|
|
$
|
29,594
|
|
|
$
|
47,877
|
|
Accrued property, plant and equipment
|
|
10,943
|
|
|
14,828
|
|
||
Accrued inventory
|
|
5,308
|
|
|
13,085
|
|
||
Accrued project assets
|
|
42,370
|
|
|
71,164
|
|
||
Product warranty liability (1)
|
|
40,432
|
|
|
40,079
|
|
||
Other
|
|
56,690
|
|
|
75,944
|
|
||
Accrued expenses
|
|
$
|
185,337
|
|
|
$
|
262,977
|
|
(1)
|
See Note 13. “Commitments and Contingencies”
to our condensed consolidated financial statements for discussion of our “Product warranty liability.”
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Indemnification liabilities
|
|
100,000
|
|
|
100,000
|
|
||
Derivative instruments
|
|
21,572
|
|
|
6,642
|
|
||
Contingent consideration (1)
|
|
11,729
|
|
|
19,620
|
|
||
Financing liability (2)
|
|
6,803
|
|
|
5,219
|
|
||
Other
|
|
16,859
|
|
|
15,461
|
|
||
Other current liabilities
|
|
$
|
156,963
|
|
|
$
|
146,942
|
|
(1)
|
See Note 13. “Commitments and Contingencies”
to our condensed consolidated financial statements for discussion of our “Contingent consideration” arrangements.
|
(2)
|
See Note 11. “Investments in Unconsolidated Affiliates and Joint Ventures”
to our condensed consolidated financial statements for discussion of the financing liabilities associated with our leaseback of the Maryland Solar project.
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Product warranty liability (1)
|
|
$
|
212,990
|
|
|
$
|
212,329
|
|
Other taxes payable (2)
|
|
25,378
|
|
|
24,099
|
|
||
Contingent consideration (1)
|
|
9,881
|
|
|
10,472
|
|
||
Financing liability (3)
|
|
32,167
|
|
|
33,314
|
|
||
Commercial letter of credit liability (4)
|
|
69,913
|
|
|
26,579
|
|
||
Other
|
|
64,423
|
|
|
64,646
|
|
||
Other liabilities
|
|
$
|
414,752
|
|
|
$
|
371,439
|
|
(1)
|
See Note 13. “Commitments and Contingencies”
to our condensed consolidated financial statements for discussion of our “Product warranty liability” and “Contingent consideration” arrangements.
|
(2)
|
See Note 16. “Income Taxes”
to our condensed consolidated financial statements for discussion on our liabilities associated with uncertain tax positions.
|
(3)
|
See Note 11. “Investments in Unconsolidated Affiliates and Joint Ventures”
to our condensed consolidated financial statements for discussion of the financing liabilities associated with our leaseback of the Maryland Solar project.
|
(4)
|
See Note 13. “Commitments and Contingencies”
to our condensed consolidated financial statements for discussion of our “Commercial letter of credit liability.”
|
|
|
March 31, 2017
|
||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
$
|
742
|
|
|
$
|
757
|
|
Total derivatives designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
742
|
|
|
$
|
757
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
1,183
|
|
|
$
|
20,830
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
|
—
|
|
|
—
|
|
|
4,676
|
|
|||
Total derivatives not designated as hedging instruments
|
|
$
|
1,183
|
|
|
$
|
20,830
|
|
|
$
|
4,676
|
|
Total derivative instruments
|
|
$
|
1,183
|
|
|
$
|
21,572
|
|
|
$
|
5,433
|
|
|
|
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
|
|
|
|
March 31, 2017
|
||||||||||||||||||
|
|
|
|
|
|
|
|
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
|
|
$
|
(1,499
|
)
|
|
—
|
|
|
(1,499
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(1,499
|
)
|
|
|
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
|
|
|
|
Foreign Exchange Forward Contracts
|
|
Interest Rate Swap Contract
|
|
Cross Currency Swap Contract
|
|
Total
|
||||||||
Balance in accumulated other comprehensive (loss) income at December 31, 2016
|
|
$
|
2,556
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,556
|
|
Amounts recognized in other comprehensive (loss) income
|
|
(2,967
|
)
|
|
—
|
|
|
—
|
|
|
(2,967
|
)
|
||||
Balance in accumulated other comprehensive (loss) income at March 31, 2017
|
|
$
|
(411
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(411
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Balance in accumulated other comprehensive (loss) income at December 31, 2015
|
|
$
|
162
|
|
|
$
|
(16
|
)
|
|
$
|
(2,017
|
)
|
|
$
|
(1,871
|
)
|
Amounts recognized in other comprehensive income (loss)
|
|
(2
|
)
|
|
(2
|
)
|
|
7,163
|
|
|
7,159
|
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency gain (loss), net
|
|
—
|
|
|
—
|
|
|
(7,162
|
)
|
|
(7,162
|
)
|
||||
Interest expense, net
|
|
—
|
|
|
18
|
|
|
80
|
|
|
98
|
|
||||
Balance in accumulated other comprehensive (loss) income at March 31, 2016
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
(1,936
|
)
|
|
$
|
(1,776
|
)
|
|
|
|
|
|
||||||
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
Income Statement Line Items
|
|
2017
|
|
2016
|
||||
Foreign exchange forward contracts
|
|
Foreign currency gain (loss), net
|
|
$
|
(20,159
|
)
|
|
$
|
(17,381
|
)
|
Interest rate swap contracts
|
|
Interest expense, net
|
|
(4,676
|
)
|
|
—
|
|
|
|
March 31, 2017
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Indian rupee
|
|
INR 860.0
|
|
$13.2
|
|
|
December 31, 2016
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Indian rupee
|
|
INR 860.0
|
|
$12.7
|
Australian dollar
|
|
AUD 55.3
|
|
$40.0
|
|
|
March 31, 2017
|
||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Euro
|
|
€103.8
|
|
$111.4
|
Sell
|
|
Euro
|
|
€138.8
|
|
$149.0
|
Purchase
|
|
Australian dollar
|
|
AUD 13.1
|
|
$10.0
|
Sell
|
|
Australian dollar
|
|
AUD 20.1
|
|
$15.4
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 47.7
|
|
$10.8
|
Sell
|
|
Malaysian ringgit
|
|
MYR 184.6
|
|
$41.8
|
Sell
|
|
Canadian dollar
|
|
CAD 17.7
|
|
$13.3
|
Purchase
|
|
Chilean peso
|
|
CLP 11,113.1
|
|
$16.8
|
Sell
|
|
Chilean peso
|
|
CLP 20,305.7
|
|
$30.7
|
Purchase
|
|
Chinese yuan
|
|
CNY 32.3
|
|
$4.7
|
Sell
|
|
Japanese yen
|
|
¥20,307.9
|
|
$182.5
|
Sell
|
|
Singapore dollar
|
|
SGD 3.1
|
|
$2.2
|
Sell
|
|
Indian rupee
|
|
INR 13,565.1
|
|
$209.0
|
Sell
|
|
South African rand
|
|
ZAR 49.4
|
|
$3.8
|
|
|
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
|
|
¥97.3
|
|
$0.8
|
Sell
|
|
Japanese yen
|
|
¥15,610.4
|
|
$133.7
|
Sell
|
|
British pound
|
|
£0.6
|
|
$0.7
|
Sell
|
|
Indian rupee
|
|
INR 12,753.2
|
|
$187.7
|
Sell
|
|
South African rand
|
|
ZAR 51.2
|
|
$3.7
|
•
|
Marketable Securities and Restricted Investments.
At
March 31, 2017
, our marketable securities consisted of foreign debt, foreign government obligations, U.S. debt, and time deposits, and our restricted investments consisted of foreign and U.S. government obligations. At
December 31, 2016
, our marketable securities consisted of foreign debt, foreign government obligations, 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
March 31, 2017
and
December 31, 2016
, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies. At
March 31, 2017
, our derivative assets and liabilities also consisted of various interest rate swap contracts involving major interest rates. 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.
|
|
|
March 31, 2017
|
||||||||||||||
|
|
|
|
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
|
|
$
|
218,291
|
|
|
$
|
—
|
|
|
$
|
218,291
|
|
|
$
|
—
|
|
Foreign government obligations
|
|
202,115
|
|
|
—
|
|
|
202,115
|
|
|
—
|
|
||||
U.S. debt
|
|
64,036
|
|
|
—
|
|
|
64,036
|
|
|
—
|
|
||||
Time deposits
|
|
305,000
|
|
|
305,000
|
|
|
—
|
|
|
—
|
|
||||
Restricted investments
|
|
339,700
|
|
|
—
|
|
|
339,700
|
|
|
—
|
|
||||
Derivative assets
|
|
1,183
|
|
|
—
|
|
|
1,183
|
|
|
—
|
|
||||
Total assets
|
|
$
|
1,130,325
|
|
|
$
|
305,000
|
|
|
$
|
825,325
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
27,005
|
|
|
$
|
—
|
|
|
$
|
27,005
|
|
|
$
|
—
|
|
|
|
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
|
|
$
|
296,819
|
|
|
$
|
—
|
|
|
$
|
296,819
|
|
|
$
|
—
|
|
Foreign government obligations
|
|
271,172
|
|
|
—
|
|
|
271,172
|
|
|
—
|
|
||||
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
|
|
|
$
|
—
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
$
|
789,442
|
|
|
$
|
789,442
|
|
|
$
|
607,991
|
|
|
$
|
607,991
|
|
Foreign exchange forward contract assets
|
|
1,183
|
|
|
1,183
|
|
|
6,078
|
|
|
6,078
|
|
||||
Restricted investments
|
|
339,700
|
|
|
339,700
|
|
|
339,926
|
|
|
339,926
|
|
||||
Notes receivable – noncurrent
|
|
7,514
|
|
|
7,582
|
|
|
7,385
|
|
|
7,493
|
|
||||
Notes receivable, affiliate – current
|
|
19,594
|
|
|
22,147
|
|
|
15,000
|
|
|
16,946
|
|
||||
Notes receivable, affiliates – noncurrent
|
|
50,000
|
|
|
48,138
|
|
|
54,737
|
|
|
53,586
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current maturities
|
|
$
|
276,927
|
|
|
$
|
292,466
|
|
|
$
|
187,826
|
|
|
$
|
195,160
|
|
Interest rate swap contract liabilities
|
|
4,676
|
|
|
4,676
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange forward contract liabilities
|
|
22,329
|
|
|
22,329
|
|
|
7,086
|
|
|
7,086
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Equity method investments
|
|
$
|
226,196
|
|
|
$
|
232,337
|
|
Cost method investments
|
|
2,273
|
|
|
2,273
|
|
||
Investments in unconsolidated affiliates and joint ventures
|
|
$
|
228,469
|
|
|
$
|
234,610
|
|
|
|
|
|
Balance (USD)
|
||||||
Loan Agreement
|
|
Loan Denomination
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Revolving Credit Facility
|
|
USD
|
|
$
|
—
|
|
|
$
|
—
|
|
Luz del Norte Credit Facilities
|
|
USD
|
|
180,864
|
|
|
180,939
|
|
||
Ishikawa Credit Agreement
|
|
JPY
|
|
65,621
|
|
|
—
|
|
||
Japan Credit Facility
|
|
JPY
|
|
7,485
|
|
|
9,477
|
|
||
Marikal and Mahabubnagar Credit Facilities
|
|
INR
|
|
4,053
|
|
|
4,067
|
|
||
Polepally Credit Facility
|
|
INR
|
|
2,195
|
|
|
2,208
|
|
||
Hindupur Credit Facility
|
|
INR
|
|
18,920
|
|
|
—
|
|
||
Manildra Credit Facility
|
|
AUD
|
|
11,853
|
|
|
—
|
|
||
Capital lease obligations
|
|
Various
|
|
436
|
|
|
562
|
|
||
Long-term debt principal
|
|
|
|
291,427
|
|
|
197,253
|
|
||
Less: unamortized discount and debt issuance costs
|
|
|
|
(14,064
|
)
|
|
(8,865
|
)
|
||
Total long-term debt
|
|
|
|
277,363
|
|
|
188,388
|
|
||
Less: current portion
|
|
|
|
(11,540
|
)
|
|
(27,966
|
)
|
||
Noncurrent portion
|
|
|
|
$
|
265,823
|
|
|
$
|
160,422
|
|
Loan Agreement
|
|
Borrowing Rate at March 31, 2017
|
Revolving Credit Facility
|
|
3.23%
|
Luz del Norte Credit Facilities (1)
|
|
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%
|
|
Ishikawa Credit Agreement
|
|
Senior loan facility at 6-month TIBOR plus 0.75% (2)
|
|
Consumption tax facility at 3-month TIBOR plus 0.5%
|
|
Japan Credit Facility
|
|
1-month TIBOR plus 0.5%
|
Marikal and Mahabubnagar Credit Facilities
|
|
Bank rate plus 2.35%
|
Polepally Credit Facility
|
|
Bank rate plus 2.35%
|
Hindupur Credit Facility
|
|
Bank rate plus 1.0%
|
Manildra Credit Facility
|
|
Construction loan facility at 1-month BBSY plus 1.70% (2)
|
|
GST facility at 1-month BBSY plus 1.60%
|
|
Capital lease obligations
|
|
Various
|
(1)
|
Outstanding balance comprised of
$167.3 million
of fixed rate loans and
$13.6 million
of variable rate loans as of
March 31, 2017
.
|
(2)
|
We have entered into interest rate swap contracts to hedge a portion of these variable rates.
See Note 9. “Derivative Financial Instruments”
to our condensed consolidated financial statements for additional information.
|
|
|
Total Debt
|
||
Remainder of 2017
|
|
$
|
10,734
|
|
2018
|
|
4,251
|
|
|
2019
|
|
9,082
|
|
|
2020
|
|
16,027
|
|
|
2021
|
|
10,707
|
|
|
Thereafter
|
|
240,190
|
|
|
Total long-term debt future principal payments
|
|
$
|
290,991
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Product warranty liability, beginning of period
|
|
$
|
252,408
|
|
|
$
|
231,751
|
|
Accruals for new warranties issued
|
|
5,016
|
|
|
7,902
|
|
||
Settlements
|
|
(1,667
|
)
|
|
(2,382
|
)
|
||
Changes in estimate of product warranty liability
|
|
(2,335
|
)
|
|
4,865
|
|
||
Product warranty liability, end of period
|
|
$
|
253,422
|
|
|
$
|
242,136
|
|
Current portion of warranty liability
|
|
$
|
40,432
|
|
|
$
|
41,174
|
|
Noncurrent portion of warranty liability
|
|
$
|
212,990
|
|
|
$
|
200,962
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
Category
|
|
Segment
|
|
2017
|
|
2016
|
||||
Solar power systems
|
|
Both
|
|
$
|
752,482
|
|
|
$
|
523,305
|
|
Engineering, procurement, and construction services
|
|
Both
|
|
26,132
|
|
|
259,659
|
|
||
Solar modules
|
|
Components
|
|
71,138
|
|
|
55,268
|
|
||
Operations and maintenance services
|
|
Systems
|
|
24,696
|
|
|
23,990
|
|
||
Module plus
|
|
Both
|
|
3,307
|
|
|
11,028
|
|
||
Energy generation (1)
|
|
Systems
|
|
14,036
|
|
|
2,818
|
|
||
Net sales
|
|
|
|
$
|
891,791
|
|
|
$
|
876,068
|
|
(1)
|
Substantially all energy generated and sold by our PV solar power systems is accounted for under ASC 840 consistent with the classification of the associated PPAs.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Number of projects
|
|
2
|
|
|
7
|
|
||
|
|
|
|
|
||||
Decrease in revenue from net changes in transaction price (in thousands)
|
|
$
|
(3,328
|
)
|
|
$
|
(3,720
|
)
|
Increase in revenue from net changes in input cost estimates (in thousands)
|
|
1,176
|
|
|
47,949
|
|
||
Net (decrease) increase in revenue from net changes in estimates (in thousands)
|
|
$
|
(2,152
|
)
|
|
$
|
44,229
|
|
|
|
|
|
|
||||
Net change in estimate as a percentage of aggregate revenue for associated projects
|
|
(0.9
|
)%
|
|
1.3
|
%
|
|
|
March 31,
2017 |
|
December 31,
2016 |
|
Three Month Change
|
|||||||||
Accounts receivable, unbilled
|
|
$
|
64,995
|
|
|
$
|
200,474
|
|
|
|
|
|
|||
Retainage
|
|
5,541
|
|
|
6,265
|
|
|
|
|
|
|||||
Accounts receivable, unbilled and retainage
|
|
$
|
70,536
|
|
|
$
|
206,739
|
|
|
$
|
(136,203
|
)
|
|
(66
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Deferred revenue
|
|
$
|
24,754
|
|
|
$
|
308,704
|
|
|
$
|
(283,950
|
)
|
|
(92
|
)%
|
Project/Location
|
Project Size in MW AC
|
Revenue Category
|
EPC Contract/Partner Developed Project
|
Expected Year Revenue Recognition Will Be Completed By
|
Percentage of Revenue Recognized
|
|
Helios, Honduras
|
25
|
|
EPC
|
Grupo Terra
|
2017
|
70%
|
Total
|
25
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Cost of sales
|
|
$
|
1,700
|
|
|
$
|
2,355
|
|
Research and development
|
|
1,129
|
|
|
1,050
|
|
||
Selling, general and administrative
|
|
4,222
|
|
|
8,073
|
|
||
Total share-based compensation expense
|
|
$
|
7,051
|
|
|
$
|
11,478
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Restricted and performance stock units
|
|
$
|
6,018
|
|
|
$
|
11,216
|
|
Unrestricted stock
|
|
419
|
|
|
419
|
|
||
Stock purchase plan
|
|
360
|
|
|
346
|
|
||
|
|
6,797
|
|
|
11,981
|
|
||
Net amount released from (absorbed into) inventory
|
|
254
|
|
|
(503
|
)
|
||
Total share-based compensation expense
|
|
$
|
7,051
|
|
|
$
|
11,478
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Basic net income per share
|
|
|
|
|
||||
Numerator:
|
|
|
|
|
||||
Net income
|
|
$
|
9,129
|
|
|
$
|
195,636
|
|
Denominator:
|
|
|
|
|
||||
Weighted-average common shares outstanding
|
|
104,103
|
|
|
101,853
|
|
||
|
|
|
|
|
||||
Diluted net income per share
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Weighted-average common shares outstanding
|
|
104,103
|
|
|
101,853
|
|
||
Effect of restricted and performance stock units and stock purchase plan shares
|
|
307
|
|
|
1,066
|
|
||
Weighted-average shares used in computing diluted net income per share
|
|
104,410
|
|
|
102,919
|
|
||
|
|
|
|
|
||||
Net income per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.09
|
|
|
$
|
1.92
|
|
Diluted
|
|
$
|
0.09
|
|
|
$
|
1.90
|
|
|
|
Three Months Ended
March 31, |
||||
|
|
2017
|
|
2016
|
||
Anti-dilutive shares
|
|
337
|
|
|
1
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Net income
|
|
$
|
9,129
|
|
|
$
|
195,636
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
4,641
|
|
|
5,542
|
|
||
Unrealized (loss) gain on marketable securities and restricted investments, net of tax of $116 and $(2,296)
|
|
(4,744
|
)
|
|
40,866
|
|
||
Less: reclassification for gains included in net income, net of tax of $0 and $2,904
|
|
(46
|
)
|
|
(34,900
|
)
|
||
Unrealized (loss) gain on marketable securities and restricted investments
|
|
(4,790
|
)
|
|
5,966
|
|
||
Unrealized (loss) gain on derivative instruments for the period, net of tax of $813 and $10
|
|
(2,154
|
)
|
|
7,170
|
|
||
Less: reclassification for gains included in net income, net of tax of $0 and $0
|
|
—
|
|
|
(7,064
|
)
|
||
Unrealized (loss) gain on derivative instruments
|
|
(2,154
|
)
|
|
106
|
|
||
Other comprehensive (loss) income, net of tax
|
|
(2,303
|
)
|
|
11,614
|
|
||
Comprehensive income
|
|
$
|
6,826
|
|
|
$
|
207,250
|
|
|
|
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, 2016
|
|
$
|
(77,178
|
)
|
|
$
|
65,171
|
|
|
$
|
2,100
|
|
|
$
|
(9,907
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
4,641
|
|
|
(4,744
|
)
|
|
(2,154
|
)
|
|
(2,257
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(46
|
)
|
||||
Net other comprehensive income (loss)
|
|
4,641
|
|
|
(4,790
|
)
|
|
(2,154
|
)
|
|
(2,303
|
)
|
||||
Balance as of March 31, 2017
|
|
$
|
(72,537
|
)
|
|
$
|
60,381
|
|
|
$
|
(54
|
)
|
|
$
|
(12,210
|
)
|
|
|
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, 2015
|
|
$
|
(69,769
|
)
|
|
$
|
86,884
|
|
|
$
|
(1,635
|
)
|
|
$
|
15,480
|
|
Other comprehensive income before reclassifications
|
|
5,542
|
|
|
40,866
|
|
|
7,170
|
|
|
53,578
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
—
|
|
|
(34,900
|
)
|
|
(7,064
|
)
|
|
(41,964
|
)
|
||||
Net other comprehensive income
|
|
5,542
|
|
|
5,966
|
|
|
106
|
|
|
11,614
|
|
||||
Balance as of March 31, 2016
|
|
$
|
(64,227
|
)
|
|
$
|
92,850
|
|
|
$
|
(1,529
|
)
|
|
$
|
27,094
|
|
Accumulated Other Comprehensive Income or Loss
|
|
Amount Reclassified for the Three Months Ended
March 31, |
|
Income Statement Line Item
|
||||||
|
2017
|
|
2016
|
|
||||||
Gains on marketable securities and restricted investments:
|
|
|
|
|
|
|
||||
|
|
$
|
46
|
|
|
$
|
37,804
|
|
|
Other income, net
|
|
|
—
|
|
|
(2,904
|
)
|
|
Tax expense
|
||
|
|
$
|
46
|
|
|
$
|
34,900
|
|
|
Total, net of tax
|
Gains and (losses) on derivative contracts:
|
|
|
|
|
|
|
||||
Cross currency swap contract
|
|
—
|
|
|
7,162
|
|
|
Foreign currency gain (loss), net
|
||
Interest rate and cross currency swap contracts
|
|
—
|
|
|
(98
|
)
|
|
Interest expense, net
|
||
|
|
—
|
|
|
7,064
|
|
|
Total before tax
|
||
|
|
—
|
|
|
—
|
|
|
Tax expense
|
||
|
|
$
|
—
|
|
|
$
|
7,064
|
|
|
Total, net of tax
|
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
|
Components
|
|
Systems
|
|
Total
|
||||||||||||
Net sales
|
|
$
|
300,242
|
|
|
$
|
591,549
|
|
|
$
|
891,791
|
|
|
$
|
311,889
|
|
|
$
|
564,179
|
|
|
$
|
876,068
|
|
Gross profit
|
|
78,811
|
|
|
5,373
|
|
|
84,184
|
|
|
91,292
|
|
|
186,319
|
|
|
277,611
|
|
||||||
Depreciation and amortization expense
|
|
24,109
|
|
|
4,288
|
|
|
28,397
|
|
|
49,984
|
|
|
2,296
|
|
|
52,280
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Components
|
|
Systems
|
|
Total
|
|
Components
|
|
Systems
|
|
Total
|
||||||||||||
Goodwill
|
|
$
|
14,462
|
|
|
$
|
—
|
|
|
$
|
14,462
|
|
|
$
|
14,462
|
|
|
$
|
—
|
|
|
$
|
14,462
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Solar module revenue
|
|
$
|
71,138
|
|
|
$
|
55,268
|
|
Solar power system revenue
|
|
820,653
|
|
|
820,800
|
|
||
Net sales
|
|
$
|
891,791
|
|
|
$
|
876,068
|
|
•
|
Net sales for the
three
months ended
March 31, 2017
were
$0.9 billion
, which was consistent with net sales for the same period in
2016
. Net sales from the sale of the Moapa project, the commencement of construction on the Helios project, an increase in the volume of modules sold to third parties, and higher energy generation revenue from PV solar power systems were offset by lower net sales from the completion of substantially all construction activities on the Desert Stateline, Taylor, Astoria, and Shams Ma’an projects in late 2016 and the completion of substantially all construction activities on the Silver State South and McCoy projects in the first half of 2016.
|
•
|
Gross profit for the
three
months ended
March 31, 2017
decreased
22.3 percentage points
to
9.4%
from
31.7%
for the same period in
2016
. The
decrease
in gross profit was primarily due to the mix of lower gross profit projects sold and under construction during the period.
|
•
|
As of
March 31, 2017
, we had
26
installed production lines at our manufacturing facilities in Perrysburg, Ohio and Kulim, Malaysia. We produced
0.7 GW
of solar modules during the
three
months ended
March 31, 2017
, which represented a
13%
decrease
from the same period in
2016
. The
decrease
in production was driven by our previously announced plans to ramp down production of our Series 4 modules and continue the transition to Series 6 module manufacturing in 2017 and 2018. We expect to produce approximately
2.2 GW
of solar modules during
2017
.
|
•
|
During the
three
months ended
March 31, 2017
, we ran our manufacturing facilities at
98%
capacity utilization, which represented a
2 percentage point
decrease
from the same period in
2016
.
|
•
|
The average conversion efficiency of our modules was
16.6%
for the
three
months ended
March 31, 2017
, which was an improvement of
0.4 percentage points
from the
three
months ended
March 31, 2016
.
|
|
|
|
|
|
As of March 31, 2017
|
|
Project/Location
|
Project Size in MW AC
|
PPA Contracted Partner
|
EPC Contract/Partner Developed Project
|
Expected Year Revenue Recognition Will Be Completed By
|
Percentage of Revenue Recognized
|
|
Helios, Honduras
|
25
|
|
ENEE (1)
|
Grupo Terra
|
2017
|
70%
|
Total
|
25
|
|
|
|
|
|
Project/Location
|
Project Size in MW AC
|
Fully Permitted
|
PPA Contracted Partner
|
Expected or Actual Substantial Completion Year
|
Percentage Complete as of March 31, 2017
|
|
California Flats, California
|
280
|
|
No
|
PG&E / Apple Inc. (2)
|
2018
|
57%
|
India (multiple locations)
|
250
|
|
No
|
(3)
|
2016/2017
|
79%
|
Rosamond, California
|
150
|
|
Yes
|
SCE
|
2018
|
15%
|
Sun Streams, Arizona
|
150
|
|
Yes
|
SCE
|
2019
|
5%
|
Luz del Norte, Chile
|
141
|
|
Yes
|
(4)
|
2016
|
100%
|
American Kings Solar, California
|
126
|
|
No
|
SCE
|
2020
|
16%
|
Willow Springs, California
|
100
|
|
Yes
|
SCE
|
2018
|
17%
|
Sunshine Valley, Nevada
|
100
|
|
Yes
|
SCE
|
2019
|
3%
|
Switch Station 1, Nevada
|
100
|
|
Yes
|
Nevada Power Company
|
2017
|
93%
|
Switch Station 2, Nevada
|
79
|
|
Yes
|
Nevada Power Company / Sierra Pacific Power Company
|
2017
|
28%
|
Ishikawa, Japan
|
59
|
|
Yes
|
Hokuriku Electric Power Company
|
2018
|
25%
|
Manildra, Australia
|
49
|
|
Yes
|
EnergyAustralia
|
2018
|
13%
|
Japan (multiple locations)
|
41
|
|
No
|
Tokyo Electric Power Company
|
2019/2020
|
9%
|
Little Bear, California
|
40
|
|
No
|
Marin Clean Energy (5)
|
2020
|
5%
|
Miyagi, Japan
|
40
|
|
No
|
Tohoku Electric Power Company
|
2018/2019
|
10%
|
Cuyama, California
|
40
|
|
Yes
|
PG&E
|
2017
|
32%
|
Total
|
1,745
|
|
|
|
|
|
(1)
|
ENEE is defined as Empresa Nacional de Energía Eléctrica
|
(2)
|
PG&E 150 MW AC and Apple Energy, LLC 130 MW AC
|
(3)
|
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
|
(4)
|
PPAs executed for approximately 70 MW AC of capacity; remaining electricity to be sold on an open contract basis
|
(5)
|
Expandable to 160 MW AC, subject to satisfaction of certain PPA contract conditions
|
|
|
Three Months Ended
March 31, |
||||
|
|
2017
|
|
2016
|
||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
90.6
|
%
|
|
68.3
|
%
|
Gross profit
|
|
9.4
|
%
|
|
31.7
|
%
|
Research and development
|
|
2.6
|
%
|
|
3.4
|
%
|
Selling, general and administrative
|
|
5.4
|
%
|
|
7.7
|
%
|
Production start-up
|
|
0.1
|
%
|
|
—
|
%
|
Restructuring and asset impairments
|
|
2.2
|
%
|
|
—
|
%
|
Operating (loss) income
|
|
(0.9
|
)%
|
|
20.5
|
%
|
Foreign currency gain (loss), net
|
|
—
|
%
|
|
(0.4
|
)%
|
Interest income
|
|
0.7
|
%
|
|
0.7
|
%
|
Interest expense, net
|
|
(1.0
|
)%
|
|
(0.5
|
)%
|
Other income, net
|
|
2.9
|
%
|
|
4.1
|
%
|
Income tax expense
|
|
(0.6
|
)%
|
|
(3.2
|
)%
|
Equity in earnings of unconsolidated affiliates, net of tax
|
|
(0.1
|
)%
|
|
1.1
|
%
|
Net income
|
|
1.0
|
%
|
|
22.3
|
%
|
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Solar module revenue
|
|
$
|
71,138
|
|
|
$
|
55,268
|
|
|
$
|
15,870
|
|
|
29
|
%
|
Solar power system revenue
|
|
820,653
|
|
|
820,800
|
|
|
(147
|
)
|
|
—
|
%
|
|||
Net sales
|
|
$
|
891,791
|
|
|
$
|
876,068
|
|
|
$
|
15,723
|
|
|
2
|
%
|
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Components
|
|
$
|
300,242
|
|
|
$
|
311,889
|
|
|
$
|
(11,647
|
)
|
|
(4
|
)%
|
Systems
|
|
591,549
|
|
|
564,179
|
|
|
27,370
|
|
|
5
|
%
|
|||
Net sales
|
|
$
|
891,791
|
|
|
$
|
876,068
|
|
|
$
|
15,723
|
|
|
2
|
%
|
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Components
|
|
$
|
221,431
|
|
|
$
|
220,597
|
|
|
$
|
834
|
|
|
—
|
%
|
Systems
|
|
586,176
|
|
|
377,860
|
|
|
208,316
|
|
|
55
|
%
|
|||
Total cost of sales
|
|
$
|
807,607
|
|
|
$
|
598,457
|
|
|
$
|
209,150
|
|
|
35
|
%
|
% of net sales
|
|
90.6
|
%
|
|
68.3
|
%
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Gross profit
|
|
$
|
84,184
|
|
|
$
|
277,611
|
|
|
$
|
(193,427
|
)
|
|
(70
|
)%
|
% of net sales
|
|
9.4
|
%
|
|
31.7
|
%
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Research and development
|
|
$
|
22,799
|
|
|
$
|
30,187
|
|
|
$
|
(7,388
|
)
|
|
(24
|
)%
|
% of net sales
|
|
2.6
|
%
|
|
3.4
|
%
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Selling, general and administrative
|
|
$
|
48,199
|
|
|
$
|
67,503
|
|
|
$
|
(19,304
|
)
|
|
(29
|
)%
|
% of net sales
|
|
5.4
|
%
|
|
7.7
|
%
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Production start-up
|
|
$
|
1,150
|
|
|
$
|
—
|
|
|
$
|
1,150
|
|
|
100
|
%
|
% of net sales
|
|
0.1
|
%
|
|
—
|
%
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Restructuring and asset impairments
|
|
$
|
20,031
|
|
|
$
|
—
|
|
|
$
|
20,031
|
|
|
100
|
%
|
% of net sales
|
|
2.2
|
%
|
|
—
|
%
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Foreign currency gain (loss), net
|
|
$
|
246
|
|
|
$
|
(3,240
|
)
|
|
$
|
3,486
|
|
|
(108
|
)%
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Interest income
|
|
$
|
6,417
|
|
|
$
|
6,406
|
|
|
$
|
11
|
|
|
—
|
%
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Interest expense, net
|
|
$
|
(9,169
|
)
|
|
$
|
(4,642
|
)
|
|
$
|
(4,527
|
)
|
|
98
|
%
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Other income, net
|
|
$
|
25,861
|
|
|
$
|
35,553
|
|
|
$
|
(9,692
|
)
|
|
27
|
%
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Income tax expense
|
|
$
|
(5,679
|
)
|
|
$
|
(28,031
|
)
|
|
$
|
22,352
|
|
|
80
|
%
|
Effective tax rate
|
|
37.0
|
%
|
|
13.1
|
%
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|||||||||
(Dollars in thousands)
|
|
2017
|
|
2016
|
|
Three Month Change
|
|||||||||
Equity in earnings of unconsolidated affiliates, net of tax
|
|
$
|
(552
|
)
|
|
$
|
9,669
|
|
|
$
|
(10,221
|
)
|
|
(106
|
)%
|
•
|
The amount of solar module inventory and BoS parts as of
March 31, 2017
was
$414.4 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, PV solar power systems, or cost of sales depending upon whether the project is subject to a definitive sales contract and whether other revenue recognition criteria have been met. As of
March 31, 2017
,
$81.2 million
,
or
21%
, 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 the remainder of
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 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 the remainder of
2017
, we expect to spend
$410 million
to
$510 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.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
493,144
|
|
|
$
|
84,218
|
|
Net cash used in investing activities
|
|
(293,190
|
)
|
|
(145,074
|
)
|
||
Net cash provided by (used in) financing activities
|
|
102,164
|
|
|
(17,950
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(7,307
|
)
|
|
6,423
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
$
|
294,811
|
|
|
$
|
(72,383
|
)
|
Exhibit Number
|
|
Exhibit Description
|
3.1
|
|
Amended and Restated Bylaws of First Solar, Inc.
|
10.1
|
|
Form of Grant Notice for Executive Performance Equity Plan
|
31.01
|
|
Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.02
|
|
Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.01*
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
|
FIRST SOLAR, INC.
|
||
|
|
|
|
Date: May 4, 2017
|
By:
|
|
/s/ BRYAN SCHUMAKER
|
|
Name:
|
|
Bryan Schumaker
|
|
Title:
|
|
Chief Accounting Officer
|
Participant:
|
[●]
|
Target # Performance Units (“Performance Units” for Stub Period):
|
[●]
|
Target # Performance Units (“Performance Units” for Full Period):
|
[●]
|
Grant Date:
|
March 7, 2017
|
|
The final number of Performance Units actually awarded following the end of the Performance Period, if any, shall be based on the attainment of specified levels of the performance measures set forth above, and may range between 0% and 200% of the number of target Performance Units. More specifically, except as the Committee may otherwise determine, 0% of the target Performance Shares shall be earned upon less than threshold performance achievement; 50% of the target Performance Units shall be earned upon threshold performance achievement, 100% of target Performance Units shall be earned upon target performance achievement and 200% of target Performance Units shall be earned upon maximum performance achievement (with linear interpolation between threshold and target performance achievement and between target and maximum performance achievement for the Operating Expense per Watt plus Module Cost per Watt as of December 31, 2018/December 31, 2019). Each Performance Unit represents the right to receive one share of the Company’s common stock, no par value per share (“
Share
”).
In determining achievement of the Vesting Conditions, the performance metrics may be adjusted to exclude the negative impact and to include the positive impact of extraordinary, unusual or infrequently occurring events as determined by the Committee.
This Award shall not vest unless Participant is continuously employed by the Company or an Affiliate through the end of the Performance Period and is employed by the Company on the settlement date, unless Participant is eligible for a
pro rata
settlement as provided for in the Forfeiture section below.
|
Vesting Acceleration upon a Change in Control:
|
Upon the occurrence of a Change in Control (as defined in the Change of Control Severance Agreement between the Participant and the Company (“CIC Agreement”) that occurs during the Performance Period in which the acquirer assumes or substitutes the Performance Units, the Performance Units shall remain eligible to vest in accordance with the vesting provisions described above; provided, however, if, within the 24-month period following such Change in Control, the Participant’s employment with the Company and its Affiliates is terminated (1) by the Company or one of its Affiliates without Cause (as defined in the CIC Agreement) or (2) by the Participant for Good Reason (as defined in the CIC Agreement), then the number of Performance Units determined based on actual achievement of the applicable Vesting Conditions as of the date of termination, shall become vested as of the date of termination of employment, and promptly settled within 60 days following such date. This Award shall expire and be forfeited with respect to the unvested portion thereof if the applicable Vesting Conditions are not satisfied as of such date of termination.
Upon the occurrence of a Change in Control in which the acquirer does not assume or substitute the Performance Units, the Performance Units shall be deemed immediately vested at the target level, and shall be promptly settled within 60 days following the Change in Control. For the avoidance of doubt, the provisions of Section 3 “Impact of a Change in Control on Equity Compensation Awards” in the CIC Agreement shall not apply to this Award. |
Forfeiture:
|
This Award shall be forfeited, with no consideration, upon termination of the Participant’s employment unless such termination of employment occurs on account of Participant’s death or “Disability”, in which case Participant shall be eligible for a pro rata settlement as described in the Settlement section below. For this purpose, “Disability” shall have the meaning ascribed to such term (or term of similar import) in the employment agreement between Participant and the Company, as in effect at the relevant time. Further, this Award shall expire and be forfeited with respect to the unvested portion thereof if the threshold Vesting Condition is not satisfied with respect to the Performance Period. For greater clarity, notwithstanding anything to the contrary herein, in the Performance Unit Award Agreement, or in any employment or other agreement between Participant and the Company, no portion of this Award shall accelerate upon termination of the Participant's employment other than as expressly provided in this Grant Notice.
|
Settlement of Award:
|
Full Settlement: Where Participant is eligible for full settlement of this Award or any portion thereof, as soon as administratively practicable but in any event within the first 60 days of the calendar year following the end of the Performance Period, the Participant shall receive one fully vested Share for each vested Performance Unit.
Pro Rata Settlement: Where Participant is eligible for a pro rata settlement of this Award or any portion thereof because Participant experienced a termination of employment described above prior to the settlement date, such pro rata portion shall be determined by multiplying (i) the number of Performance Units that would have vested based on actual achievement of the Vesting Conditions had Participant remained employed until the settlement date by (ii) a fraction, (a) the numerator of which is the number of days Participant was employed by the Company during the Performance Period up to the date of termination, and (b) the denominator of which is the number of days from and after the first day of the Performance Period through the end of the Performance Period, rounding up to the next whole Performance Unit. Such pro rata portion of the Performance Units shall be settled in Shares, on a one-for-one basis, as soon as administratively practicable but in any event within the first 60 days of the calendar year following the end of the Performance Period. If Participant becomes eligible for a pro rata settlement of this Award, then upon pro rata settlement the remainder of this Award shall be forfeited. |
Settlement of Taxes
|
Vesting and settlement of the Performance Units shall be subject to Participant satisfying any applicable federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. Unless otherwise provided by the Company, the amount of any withholding taxes in respect of the Performance Units shall be satisfied by having the Company withhold from the number of Performance Units payable to Participant under this Award a number of Shares having a fair market value equal to such withholding tax liability at the applicable minimum statutory rate.
|
__________________________________
|
__________________________________
|
Signature
|
Date
|
|
|
1
|
I have reviewed the
Quarterly
Report on Form
10-Q
of First Solar, Inc., a Delaware corporation, for the period ended
March 31, 2017
, 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:
|
May 4, 2017
|
/s/ MARK R. WIDMAR
|
|
|
|
Mark R. Widmar
|
|
|
|
Chief Executive Officer
|
|
1
|
I have reviewed the
Quarterly
Report on Form
10-Q
of First Solar, Inc., a Delaware corporation, for the period ended
March 31, 2017
, 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:
|
May 4, 2017
|
/s/ ALEXANDER R. BRADLEY
|
|
|
|
Alexander R. Bradley
|
|
|
|
Chief Financial Officer
|
|
|
(1
|
)
|
|
the quarterly report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|||||
|
|
|
|
||||||
|
(2
|
)
|
|
the information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of First Solar, Inc. for the periods presented therein.
|
|||||
|
|
|
|
|
|
||||
|
|
|
|||||||
Date:
|
May 4, 2017
|
/s/ MARK R. WIDMAR
|
|
||||||
|
Mark R. Widmar
|
|
|||||||
|
Chief Executive Officer
|
|
|||||||
|
|||||||||
|
|
|
|||||||
Date:
|
May 4, 2017
|
/s/ ALEXANDER R. BRADLEY
|
|
||||||
|
Alexander R. Bradley
|
|
|||||||
|
Chief Financial Officer
|
|
|||||||
|