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[x]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2018
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or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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20-4623678
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer [x]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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Emerging growth company [ ]
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(Do not check if a smaller reporting company)
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Page
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2018
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2017
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2018
|
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2017
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||||||||
Net sales
|
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$
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309,318
|
|
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$
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623,326
|
|
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$
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876,583
|
|
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$
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1,515,117
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Cost of sales
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317,376
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|
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512,433
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711,843
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1,320,040
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||||
Gross (loss) profit
|
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(8,058
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)
|
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110,893
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164,740
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195,077
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||||
Operating expenses:
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Selling, general and administrative
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50,854
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48,957
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91,980
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97,156
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||||
Research and development
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20,370
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21,341
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40,694
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44,140
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Production start-up
|
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24,352
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8,381
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61,436
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9,531
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||||
Restructuring and asset impairments
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—
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18,286
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—
|
|
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38,317
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|
||||
Total operating expenses
|
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95,576
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|
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96,965
|
|
|
194,110
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|
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189,144
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|
||||
Operating (loss) income
|
|
(103,634
|
)
|
|
13,928
|
|
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(29,370
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)
|
|
5,933
|
|
||||
Foreign currency gain (loss), net
|
|
2,422
|
|
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(2,444
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)
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(95
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)
|
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(2,198
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)
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||||
Interest income
|
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16,865
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|
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7,555
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28,689
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13,972
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||||
Interest expense, net
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(6,065
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)
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(6,374
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)
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(11,247
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)
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(15,543
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)
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||||
Other (loss) income, net
|
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(4,328
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)
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(2,699
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)
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13,606
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|
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23,162
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||||
(Loss) income before taxes and equity in earnings
|
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(94,740
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)
|
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9,966
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|
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1,583
|
|
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25,326
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|
||||
Income tax benefit (expense)
|
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6,164
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|
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40,028
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(5,461
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)
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34,349
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|
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Equity in earnings, net of tax
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40,085
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1,969
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38,338
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1,417
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||||
Net (loss) income
|
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$
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(48,491
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)
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$
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51,963
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$
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34,460
|
|
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$
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61,092
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|
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Net (loss) income per share:
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|
|
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Basic
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$
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(0.46
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)
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|
$
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0.50
|
|
|
$
|
0.33
|
|
|
$
|
0.59
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Diluted
|
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$
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(0.46
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)
|
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$
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0.50
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|
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$
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0.32
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$
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0.58
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Weighted-average number of shares used in per share calculations:
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||||||||
Basic
|
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104,776
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104,338
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104,664
|
|
|
104,221
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Diluted
|
|
104,776
|
|
|
104,611
|
|
|
106,234
|
|
|
104,511
|
|
|
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2018
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2017
|
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2018
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2017
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Net (loss) income
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$
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(48,491
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)
|
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$
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51,963
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$
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34,460
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|
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$
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61,092
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Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
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Foreign currency translation adjustments
|
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(15,059
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)
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(4,038
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)
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(9,045
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)
|
|
603
|
|
||||
Unrealized gain (loss) on marketable securities and restricted investments, net of tax of $41, $(466), $3,151, and $(350)
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|
506
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4,523
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(25,418
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)
|
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(267
|
)
|
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Unrealized gain (loss) on derivative instruments, net of tax of $(914), $187, $(978), and $1,000
|
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2,899
|
|
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(298
|
)
|
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1,967
|
|
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(2,452
|
)
|
||||
Other comprehensive (loss) income
|
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(11,654
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)
|
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187
|
|
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(32,496
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)
|
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(2,116
|
)
|
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Comprehensive (loss) income
|
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$
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(60,145
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)
|
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$
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52,150
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|
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$
|
1,964
|
|
|
$
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58,976
|
|
|
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June 30,
2018 |
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December 31,
2017 |
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ASSETS
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|
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Current assets:
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Cash and cash equivalents
|
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$
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2,024,491
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$
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2,268,534
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Marketable securities
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1,110,421
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720,379
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Accounts receivable trade, net
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125,379
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211,797
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Accounts receivable, unbilled and retainage
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177,711
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174,608
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Inventories
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234,201
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172,370
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Balance of systems parts
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72,411
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28,840
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Project assets
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62,475
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77,931
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||
Notes receivable, affiliate
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21,398
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20,411
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|
||
Prepaid expenses and other current assets
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157,553
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|
157,902
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|
||
Total current assets
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|
3,986,040
|
|
|
3,832,772
|
|
||
Property, plant and equipment, net
|
|
1,484,177
|
|
|
1,154,537
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|
||
PV solar power systems, net
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|
316,564
|
|
|
417,108
|
|
||
Project assets
|
|
500,863
|
|
|
424,786
|
|
||
Deferred tax assets, net
|
|
93,730
|
|
|
51,417
|
|
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Restricted cash and investments
|
|
332,043
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|
|
424,783
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|
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Equity method investments
|
|
8,110
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|
|
217,230
|
|
||
Goodwill
|
|
14,462
|
|
|
14,462
|
|
||
Intangibles assets, net
|
|
77,095
|
|
|
80,227
|
|
||
Inventories
|
|
119,160
|
|
|
113,277
|
|
||
Note receivable, affiliate
|
|
—
|
|
|
48,370
|
|
||
Other assets
|
|
93,448
|
|
|
85,532
|
|
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Total assets
|
|
$
|
7,025,692
|
|
|
$
|
6,864,501
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
161,139
|
|
|
$
|
120,220
|
|
Income taxes payable
|
|
29,822
|
|
|
19,581
|
|
||
Accrued expenses
|
|
381,053
|
|
|
366,827
|
|
||
Current portion of long-term debt
|
|
7,741
|
|
|
13,075
|
|
||
Deferred revenue
|
|
199,482
|
|
|
81,816
|
|
||
Other current liabilities
|
|
36,175
|
|
|
48,757
|
|
||
Total current liabilities
|
|
815,412
|
|
|
650,276
|
|
||
Accrued solar module collection and recycling liability
|
|
166,837
|
|
|
166,609
|
|
||
Long-term debt
|
|
448,554
|
|
|
380,465
|
|
||
Other liabilities
|
|
484,061
|
|
|
568,454
|
|
||
Total liabilities
|
|
1,914,864
|
|
|
1,765,804
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 104,797,535 and 104,468,460 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively
|
|
105
|
|
|
104
|
|
||
Additional paid-in capital
|
|
2,809,272
|
|
|
2,799,107
|
|
||
Accumulated earnings
|
|
2,331,688
|
|
|
2,297,227
|
|
||
Accumulated other comprehensive (loss) income
|
|
(30,237
|
)
|
|
2,259
|
|
||
Total stockholders’ equity
|
|
5,110,828
|
|
|
5,098,697
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
7,025,692
|
|
|
$
|
6,864,501
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
34,460
|
|
|
$
|
61,092
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
||||
Depreciation, amortization and accretion
|
|
54,764
|
|
|
60,940
|
|
||
Impairments and net losses on disposal of long-lived assets
|
|
4,214
|
|
|
31,881
|
|
||
Share-based compensation
|
|
19,236
|
|
|
15,423
|
|
||
Equity in earnings, net of tax
|
|
(38,338
|
)
|
|
(1,417
|
)
|
||
Distributions received from equity method investments
|
|
12,394
|
|
|
11,180
|
|
||
Remeasurement of monetary assets and liabilities
|
|
6,178
|
|
|
(8,973
|
)
|
||
Deferred income taxes
|
|
(49,788
|
)
|
|
(21,887
|
)
|
||
Gains on sales of marketable securities and restricted investments
|
|
(19,472
|
)
|
|
(49
|
)
|
||
Liabilities assumed by customers for the sale of systems
|
|
(60,307
|
)
|
|
—
|
|
||
Other, net
|
|
(76
|
)
|
|
29
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, trade, unbilled and retainage
|
|
81,655
|
|
|
(135,234
|
)
|
||
Prepaid expenses and other current assets
|
|
(27,384
|
)
|
|
23,409
|
|
||
Inventories and balance of systems parts
|
|
(112,145
|
)
|
|
55,221
|
|
||
Project assets and PV solar power systems
|
|
(1,167
|
)
|
|
626,002
|
|
||
Other assets
|
|
(7,575
|
)
|
|
(8,070
|
)
|
||
Income tax receivable and payable
|
|
28,562
|
|
|
(12,231
|
)
|
||
Accounts payable
|
|
22,627
|
|
|
(37,902
|
)
|
||
Accrued expenses and other liabilities
|
|
134,961
|
|
|
(340,845
|
)
|
||
Accrued solar module collection and recycling liability
|
|
1,057
|
|
|
6,771
|
|
||
Net cash provided by operating activities
|
|
83,856
|
|
|
325,340
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(372,623
|
)
|
|
(217,502
|
)
|
||
Purchases of marketable securities and restricted investments
|
|
(761,633
|
)
|
|
(364,277
|
)
|
||
Proceeds from sales and maturities of marketable securities and restricted investments
|
|
471,444
|
|
|
252,809
|
|
||
Proceeds from sales of equity method investments
|
|
247,595
|
|
|
—
|
|
||
Payments received on notes receivable, affiliates
|
|
48,369
|
|
|
114
|
|
||
Other investing activities
|
|
(5,973
|
)
|
|
2,414
|
|
||
Net cash used in investing activities
|
|
(372,821
|
)
|
|
(326,442
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Repayment of long-term debt
|
|
(18,140
|
)
|
|
(23,014
|
)
|
||
Proceeds from borrowings under long-term debt, net of discounts and issuance costs
|
|
100,198
|
|
|
137,804
|
|
||
Payments of tax withholdings for restricted shares
|
|
(10,251
|
)
|
|
(4,247
|
)
|
||
Proceeds from commercial letters of credit
|
|
—
|
|
|
43,025
|
|
||
Contingent consideration payments and other financing activities
|
|
(1,816
|
)
|
|
(16,650
|
)
|
||
Net cash provided by financing activities
|
|
69,991
|
|
|
136,918
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(13,077
|
)
|
|
3,072
|
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
|
(232,051
|
)
|
|
138,888
|
|
||
Cash, cash equivalents and restricted cash, beginning of the period
|
|
2,330,476
|
|
|
1,415,690
|
|
||
Cash, cash equivalents and restricted cash, end of the period
|
|
$
|
2,098,425
|
|
|
$
|
1,554,578
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
||
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
165,670
|
|
|
$
|
48,742
|
|
Sale of system previously accounted for as sale-leaseback financing
|
|
$
|
31,992
|
|
|
$
|
—
|
|
Acquisitions currently or previously funded by liabilities and contingent consideration
|
|
$
|
15,798
|
|
|
$
|
17,657
|
|
Accrued interest capitalized to long-term debt
|
|
$
|
1,679
|
|
|
$
|
15,181
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Cash
|
|
$
|
1,804,118
|
|
|
$
|
2,142,949
|
|
Money market funds
|
|
220,373
|
|
|
125,585
|
|
||
Total cash and cash equivalents
|
|
2,024,491
|
|
|
2,268,534
|
|
||
Marketable securities:
|
|
|
|
|
||||
Foreign debt
|
|
299,961
|
|
|
238,858
|
|
||
Foreign government obligations
|
|
117,771
|
|
|
152,850
|
|
||
U.S. debt
|
|
38,562
|
|
|
73,671
|
|
||
Time deposits
|
|
654,127
|
|
|
255,000
|
|
||
Total marketable securities
|
|
1,110,421
|
|
|
720,379
|
|
||
Total cash, cash equivalents, and marketable securities
|
|
$
|
3,134,912
|
|
|
$
|
2,988,913
|
|
|
|
Balance Sheet Line Item
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Cash and cash equivalents
|
|
Cash and cash equivalents
|
|
$
|
2,024,491
|
|
|
$
|
2,268,534
|
|
Restricted cash
–
current (1)
|
|
Prepaid expenses and other current assets
|
|
6,554
|
|
|
11,120
|
|
||
Restricted cash
–
noncurrent (1)
|
|
Restricted cash and investments
|
|
67,380
|
|
|
50,822
|
|
||
Total cash, cash equivalents, and restricted cash
|
|
|
|
$
|
2,098,425
|
|
|
$
|
2,330,476
|
|
(1)
|
See Note 5. “Restricted Cash and Investments”
to our condensed consolidated financial statements for discussion of our “Restricted cash” arrangements.
|
|
|
As of June 30, 2018
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
302,899
|
|
|
$
|
1
|
|
|
$
|
2,939
|
|
|
$
|
299,961
|
|
Foreign government obligations
|
|
118,992
|
|
|
—
|
|
|
1,221
|
|
|
117,771
|
|
||||
U.S. debt
|
|
38,607
|
|
|
2
|
|
|
47
|
|
|
38,562
|
|
||||
Time deposits
|
|
654,127
|
|
|
—
|
|
|
—
|
|
|
654,127
|
|
||||
Total
|
|
$
|
1,114,625
|
|
|
$
|
3
|
|
|
$
|
4,207
|
|
|
$
|
1,110,421
|
|
|
|
As of December 31, 2017
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
240,643
|
|
|
$
|
3
|
|
|
$
|
1,788
|
|
|
$
|
238,858
|
|
Foreign government obligations
|
|
153,999
|
|
|
—
|
|
|
1,149
|
|
|
152,850
|
|
||||
U.S. debt
|
|
73,746
|
|
|
—
|
|
|
75
|
|
|
73,671
|
|
||||
Time deposits
|
|
255,000
|
|
|
—
|
|
|
—
|
|
|
255,000
|
|
||||
Total
|
|
$
|
723,388
|
|
|
$
|
3
|
|
|
$
|
3,012
|
|
|
$
|
720,379
|
|
|
|
As of June 30, 2018
|
||||||||||||||||||||||
|
|
In Loss Position for
Less Than 12 Months
|
|
In Loss Position for
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Foreign debt
|
|
$
|
207,034
|
|
|
$
|
2,040
|
|
|
$
|
57,927
|
|
|
$
|
899
|
|
|
$
|
264,961
|
|
|
$
|
2,939
|
|
Foreign government obligations
|
|
31,273
|
|
|
494
|
|
|
86,498
|
|
|
727
|
|
|
117,771
|
|
|
1,221
|
|
||||||
U.S. debt
|
|
23,549
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
23,549
|
|
|
47
|
|
||||||
Total
|
|
$
|
261,856
|
|
|
$
|
2,581
|
|
|
$
|
144,425
|
|
|
$
|
1,626
|
|
|
$
|
406,281
|
|
|
$
|
4,207
|
|
|
|
As of December 31, 2017
|
||||||||||||||||||||||
|
|
In Loss Position for
Less Than 12 Months
|
|
In Loss Position for
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Foreign debt
|
|
$
|
119,869
|
|
|
$
|
735
|
|
|
$
|
88,919
|
|
|
$
|
1,053
|
|
|
$
|
208,788
|
|
|
$
|
1,788
|
|
Foreign government obligations
|
|
31,467
|
|
|
289
|
|
|
121,383
|
|
|
860
|
|
|
152,850
|
|
|
1,149
|
|
||||||
U.S. debt
|
|
73,671
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
73,671
|
|
|
75
|
|
||||||
Total
|
|
$
|
225,007
|
|
|
$
|
1,099
|
|
|
$
|
210,302
|
|
|
$
|
1,913
|
|
|
$
|
435,309
|
|
|
$
|
3,012
|
|
|
|
Fair
Value
|
||
One year or less
|
|
$
|
820,620
|
|
One year to two years
|
|
128,827
|
|
|
Two years to three years
|
|
160,974
|
|
|
Total
|
|
$
|
1,110,421
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Restricted cash
|
|
$
|
67,380
|
|
|
$
|
50,822
|
|
Restricted investments
|
|
264,663
|
|
|
373,961
|
|
||
Total restricted cash and investments (1)
|
|
$
|
332,043
|
|
|
$
|
424,783
|
|
(1)
|
There was an additional
$6.6 million
and
$11.1 million
of restricted cash included within “
Prepaid expenses and other current assets
” at
June 30, 2018
and
December 31, 2017
, respectively.
|
|
|
As of June 30, 2018
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
105,156
|
|
|
$
|
52,305
|
|
|
$
|
—
|
|
|
$
|
157,461
|
|
U.S. government obligations
|
|
115,975
|
|
|
377
|
|
|
9,150
|
|
|
107,202
|
|
||||
Total
|
|
$
|
221,131
|
|
|
$
|
52,682
|
|
|
$
|
9,150
|
|
|
$
|
264,663
|
|
|
|
As of December 31, 2017
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
127,436
|
|
|
$
|
62,483
|
|
|
$
|
—
|
|
|
$
|
189,919
|
|
U.S. government obligations
|
|
174,624
|
|
|
12,944
|
|
|
3,526
|
|
|
184,042
|
|
||||
Total
|
|
$
|
302,060
|
|
|
$
|
75,427
|
|
|
$
|
3,526
|
|
|
$
|
373,961
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Accounts receivable trade, gross
|
|
$
|
126,472
|
|
|
$
|
213,776
|
|
Allowance for doubtful accounts
|
|
(1,093
|
)
|
|
(1,979
|
)
|
||
Accounts receivable trade, net
|
|
$
|
125,379
|
|
|
$
|
211,797
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Accounts receivable, unbilled
|
|
$
|
175,753
|
|
|
$
|
172,594
|
|
Retainage
|
|
1,958
|
|
|
2,014
|
|
||
Accounts receivable, unbilled and retainage
|
|
$
|
177,711
|
|
|
$
|
174,608
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Raw materials
|
|
$
|
180,836
|
|
|
$
|
148,968
|
|
Work in process
|
|
23,667
|
|
|
14,085
|
|
||
Finished goods
|
|
148,858
|
|
|
122,594
|
|
||
Inventories
|
|
$
|
353,361
|
|
|
$
|
285,647
|
|
Inventories – current
|
|
$
|
234,201
|
|
|
$
|
172,370
|
|
Inventories – noncurrent
|
|
$
|
119,160
|
|
|
$
|
113,277
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Prepaid expenses
|
|
$
|
62,143
|
|
|
$
|
41,447
|
|
Value added tax receivables
|
|
13,187
|
|
|
12,232
|
|
||
Prepaid income taxes
|
|
6,689
|
|
|
31,944
|
|
||
Restricted cash
|
|
6,554
|
|
|
11,120
|
|
||
Derivative instruments
|
|
3,757
|
|
|
4,303
|
|
||
Other current assets
|
|
65,223
|
|
|
56,856
|
|
||
Prepaid expenses and other current assets
|
|
$
|
157,553
|
|
|
$
|
157,902
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Land
|
|
$
|
8,097
|
|
|
$
|
8,181
|
|
Buildings and improvements
|
|
477,549
|
|
|
424,266
|
|
||
Machinery and equipment
|
|
1,490,425
|
|
|
1,059,103
|
|
||
Office equipment and furniture
|
|
166,504
|
|
|
157,512
|
|
||
Leasehold improvements
|
|
49,048
|
|
|
48,951
|
|
||
Construction in progress
|
|
515,025
|
|
|
641,263
|
|
||
Property, plant and equipment, gross
|
|
2,706,648
|
|
|
2,339,276
|
|
||
Accumulated depreciation
|
|
(1,222,471
|
)
|
|
(1,184,739
|
)
|
||
Property, plant and equipment, net
|
|
$
|
1,484,177
|
|
|
$
|
1,154,537
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
PV solar power systems, gross
|
|
$
|
344,077
|
|
|
$
|
451,045
|
|
Accumulated depreciation
|
|
(27,513
|
)
|
|
(33,937
|
)
|
||
PV solar power systems, net
|
|
$
|
316,564
|
|
|
$
|
417,108
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Interest cost incurred
|
|
$
|
(7,591
|
)
|
|
$
|
(6,586
|
)
|
|
$
|
(14,057
|
)
|
|
$
|
(15,856
|
)
|
Interest cost capitalized – project assets
|
|
1,526
|
|
|
212
|
|
|
2,810
|
|
|
313
|
|
||||
Interest expense, net
|
|
$
|
(6,065
|
)
|
|
$
|
(6,374
|
)
|
|
$
|
(11,247
|
)
|
|
$
|
(15,543
|
)
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Project assets – development costs, including project acquisition and land costs
|
|
$
|
281,325
|
|
|
$
|
250,590
|
|
Project assets – construction costs
|
|
282,013
|
|
|
252,127
|
|
||
Project assets
|
|
$
|
563,338
|
|
|
$
|
502,717
|
|
Project assets – current
|
|
$
|
62,475
|
|
|
$
|
77,931
|
|
Project assets – noncurrent
|
|
$
|
500,863
|
|
|
$
|
424,786
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Deferred rent
|
|
$
|
26,493
|
|
|
$
|
26,760
|
|
Notes receivable (1)
|
|
9,650
|
|
|
10,495
|
|
||
Income taxes receivable
|
|
4,485
|
|
|
4,454
|
|
||
Other
|
|
52,820
|
|
|
43,823
|
|
||
Other assets
|
|
$
|
93,448
|
|
|
$
|
85,532
|
|
(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 bears interest at
8.0%
per annum, payable quarterly, with the full amount due in December 2026. As of
June 30, 2018
and
December 31, 2017
, the balance outstanding on the credit facility was
€7.0 million
(
$8.1 million
and
$8.4 million
, respectively).
|
|
|
December 31,
2017 |
|
Acquisitions (Impairments)
|
|
June 30,
2018 |
||||||
Modules
|
|
$
|
407,827
|
|
|
$
|
—
|
|
|
$
|
407,827
|
|
Accumulated impairment losses
|
|
(393,365
|
)
|
|
—
|
|
|
(393,365
|
)
|
|||
Goodwill
|
|
$
|
14,462
|
|
|
$
|
—
|
|
|
$
|
14,462
|
|
|
|
June 30, 2018
|
||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Developed technology
|
|
$
|
95,964
|
|
|
$
|
(28,544
|
)
|
|
$
|
67,420
|
|
Power purchase agreements
|
|
6,486
|
|
|
(486
|
)
|
|
6,000
|
|
|||
Patents
|
|
7,068
|
|
|
(3,393
|
)
|
|
3,675
|
|
|||
Intangibles assets, net
|
|
$
|
109,518
|
|
|
$
|
(32,423
|
)
|
|
$
|
77,095
|
|
|
|
December 31, 2017
|
||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Developed technology
|
|
$
|
76,959
|
|
|
$
|
(24,140
|
)
|
|
$
|
52,819
|
|
Power purchase agreements
|
|
6,486
|
|
|
(324
|
)
|
|
6,162
|
|
|||
Patents
|
|
7,068
|
|
|
(3,077
|
)
|
|
3,991
|
|
|||
In-process research and development
|
|
17,255
|
|
|
—
|
|
|
17,255
|
|
|||
Intangibles assets, net
|
|
$
|
107,768
|
|
|
$
|
(27,541
|
)
|
|
$
|
80,227
|
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Accrued property, plant and equipment
|
|
$
|
115,109
|
|
|
$
|
133,433
|
|
Accrued project assets
|
|
105,269
|
|
|
55,834
|
|
||
Accrued inventory
|
|
47,502
|
|
|
24,830
|
|
||
Product warranty liability (1)
|
|
32,241
|
|
|
28,767
|
|
||
Accrued compensation and benefits
|
|
30,088
|
|
|
73,985
|
|
||
Other
|
|
50,844
|
|
|
49,978
|
|
||
Accrued expenses
|
|
$
|
381,053
|
|
|
$
|
366,827
|
|
(1)
|
See Note 11. “Commitments and Contingencies”
to our condensed consolidated financial statements for discussion of our “Product warranty liability.”
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Contingent consideration (1)
|
|
$
|
12,845
|
|
|
$
|
6,162
|
|
Derivative instruments
|
|
11,333
|
|
|
27,297
|
|
||
Financing liability (2)
|
|
—
|
|
|
5,161
|
|
||
Indemnification liabilities (1)
|
|
—
|
|
|
2,876
|
|
||
Other
|
|
11,997
|
|
|
7,261
|
|
||
Other current liabilities
|
|
$
|
36,175
|
|
|
$
|
48,757
|
|
(1)
|
See Note 11. “Commitments and Contingencies”
to our condensed consolidated financial statements for discussion of our “Contingent consideration” and “Indemnification liabilities” arrangements.
|
(2)
|
See Note 9. “Equity Method Investments”
to our condensed consolidated financial statements for discussion of the financing liabilities associated with our leaseback of the Maryland Solar project.
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Product warranty liability (1)
|
|
$
|
193,572
|
|
|
$
|
195,507
|
|
Other taxes payable
|
|
93,429
|
|
|
89,724
|
|
||
Transition tax liability (2)
|
|
82,733
|
|
|
93,233
|
|
||
Deferred revenue
|
|
58,771
|
|
|
63,257
|
|
||
Derivative instruments
|
|
7,996
|
|
|
5,932
|
|
||
Contingent consideration (1)
|
|
2,953
|
|
|
3,153
|
|
||
Financing liability (3)
|
|
—
|
|
|
29,822
|
|
||
Commercial letter of credit liability (1)
|
|
—
|
|
|
43,396
|
|
||
Other
|
|
44,607
|
|
|
44,430
|
|
||
Other liabilities
|
|
$
|
484,061
|
|
|
$
|
568,454
|
|
(1)
|
See Note 11. “Commitments and Contingencies”
to our condensed consolidated financial statements for discussion of our “Product warranty liability,” “Contingent consideration,” and “Commercial letter of credit liability” arrangements.
|
(2)
|
See Note 14. “Income Taxes”
to our condensed consolidated financial statements for discussion of the one-time transition tax on accumulated earnings of foreign subsidiaries as a result of Tax Act.
|
(3)
|
See Note 9. “Equity Method Investments”
to our condensed consolidated financial statements for discussion of the financing liabilities associated with our leaseback of the Maryland Solar project.
|
|
|
June 30, 2018
|
||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
$
|
8,494
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
$
|
—
|
|
|
$
|
8,494
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
3,757
|
|
|
$
|
2,736
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
|
—
|
|
|
103
|
|
|
7,996
|
|
|||
Total derivatives not designated as hedging instruments
|
|
$
|
3,757
|
|
|
$
|
2,839
|
|
|
$
|
7,996
|
|
Total derivative instruments
|
|
$
|
3,757
|
|
|
$
|
11,333
|
|
|
$
|
7,996
|
|
|
|
December 31, 2017
|
||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
252
|
|
|
$
|
13,240
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
$
|
252
|
|
|
$
|
13,240
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
4,051
|
|
|
$
|
14,057
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
|
—
|
|
|
—
|
|
|
5,932
|
|
|||
Total derivatives not designated as hedging instruments
|
|
$
|
4,051
|
|
|
$
|
14,057
|
|
|
$
|
5,932
|
|
Total derivative instruments
|
|
$
|
4,303
|
|
|
$
|
27,297
|
|
|
$
|
5,932
|
|
|
|
Foreign Exchange Forward Contracts
|
||
Balance in accumulated other comprehensive (loss) income at December 31, 2017
|
|
$
|
(1,723
|
)
|
Amounts recognized in other comprehensive (loss) income
|
|
1,201
|
|
|
Amounts reclassified to earnings impacting:
|
|
|
||
Net sales
|
|
1,744
|
|
|
Balance in accumulated other comprehensive (loss) income at June 30, 2018
|
|
$
|
1,222
|
|
|
|
|
||
Balance in accumulated other comprehensive (loss) income at December 31, 2016
|
|
$
|
2,556
|
|
Amounts recognized in other comprehensive (loss) income
|
|
(3,452
|
)
|
|
Balance in accumulated other comprehensive (loss) income at June 30, 2017
|
|
$
|
(896
|
)
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
Income Statement Line Item
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Foreign exchange forward contracts
|
|
Foreign currency gain (loss), net
|
|
$
|
19,035
|
|
|
$
|
(3,499
|
)
|
|
$
|
6,379
|
|
|
$
|
(23,658
|
)
|
Interest rate swap contracts
|
|
Interest expense, net
|
|
(1,507
|
)
|
|
(1,006
|
)
|
|
(2,167
|
)
|
|
(5,682
|
)
|
|
|
June 30, 2018
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Indian rupee
|
|
INR 4,730.0
|
|
$69.0
|
|
|
June 30, 2018
|
||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Australian dollar
|
|
AUD 46.5
|
|
$34.3
|
Sell
|
|
Australian dollar
|
|
AUD 48.4
|
|
$35.8
|
Purchase
|
|
Brazilian real
|
|
BRL 16.9
|
|
$4.4
|
Sell
|
|
Brazilian real
|
|
BRL 9.1
|
|
$2.4
|
Sell
|
|
Canadian dollar
|
|
CAD 2.9
|
|
$2.2
|
Sell
|
|
Chilean peso
|
|
CLP 1,283.4
|
|
$2.0
|
Purchase
|
|
Chinese yuan
|
|
CNY 20.0
|
|
$3.0
|
Purchase
|
|
Euro
|
|
€166.6
|
|
$194.0
|
Sell
|
|
Euro
|
|
€230.5
|
|
$268.4
|
Sell
|
|
Indian rupee
|
|
INR 962.0
|
|
$14.0
|
Purchase
|
|
Japanese yen
|
|
¥1,257.2
|
|
$11.4
|
Sell
|
|
Japanese yen
|
|
¥24,098.5
|
|
$217.6
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 8.9
|
|
$2.2
|
Sell
|
|
Malaysian ringgit
|
|
MYR 18.3
|
|
$4.5
|
Sell
|
|
Mexican peso
|
|
MXN 37.3
|
|
$1.9
|
Purchase
|
|
Singapore dollar
|
|
SGD 5.4
|
|
$4.0
|
Purchase
|
|
South African rand
|
|
ZAR 12.1
|
|
$0.9
|
Sell
|
|
South African rand
|
|
ZAR 33.7
|
|
$2.4
|
|
|
December 31, 2017
|
||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Australian dollar
|
|
AUD 12.7
|
|
$9.9
|
Sell
|
|
Australian dollar
|
|
AUD 56.8
|
|
$44.4
|
Sell
|
|
Canadian dollar
|
|
CAD 1.7
|
|
$1.4
|
Sell
|
|
Chilean peso
|
|
CLP 10,180.9
|
|
$16.6
|
Purchase
|
|
Chinese yuan
|
|
CNY 13.8
|
|
$2.1
|
Purchase
|
|
Euro
|
|
€151.4
|
|
$181.6
|
Sell
|
|
Euro
|
|
€193.2
|
|
$231.7
|
Purchase
|
|
Indian rupee
|
|
INR 645.7
|
|
$10.1
|
Sell
|
|
Indian rupee
|
|
INR 8,376.0
|
|
$131.1
|
Sell
|
|
Japanese yen
|
|
¥23,922.2
|
|
$212.6
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 31.0
|
|
$7.7
|
Sell
|
|
Malaysian ringgit
|
|
MYR 336.5
|
|
$83.1
|
Sell
|
|
Singapore dollar
|
|
SGD 3.1
|
|
$2.3
|
Purchase
|
|
South African rand
|
|
ZAR 12.5
|
|
$1.0
|
Sell
|
|
South African rand
|
|
ZAR 61.1
|
|
$5.0
|
•
|
Cash Equivalents.
At
June 30, 2018
and
December 31, 2017
, 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
June 30, 2018
and
December 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. 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 standing in these fair value measurements.
|
•
|
Derivative Assets and Liabilities
. At
June 30, 2018
and
December 31, 2017
, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies and 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. As 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.
|
|
|
June 30, 2018
|
||||||||||||||
|
|
|
|
Fair Value Measurements at Reporting
Date Using
|
||||||||||||
|
|
Total Fair
Value and
Carrying
Value on
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
|
|
$
|
220,373
|
|
|
$
|
220,373
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign debt
|
|
299,961
|
|
|
—
|
|
|
299,961
|
|
|
—
|
|
||||
Foreign government obligations
|
|
117,771
|
|
|
—
|
|
|
117,771
|
|
|
—
|
|
||||
U.S. debt
|
|
38,562
|
|
|
—
|
|
|
38,562
|
|
|
—
|
|
||||
Time deposits
|
|
654,127
|
|
|
654,127
|
|
|
—
|
|
|
—
|
|
||||
Restricted investments
|
|
264,663
|
|
|
—
|
|
|
264,663
|
|
|
—
|
|
||||
Derivative assets
|
|
3,757
|
|
|
—
|
|
|
3,757
|
|
|
—
|
|
||||
Total assets
|
|
$
|
1,599,214
|
|
|
$
|
874,500
|
|
|
$
|
724,714
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
19,329
|
|
|
$
|
—
|
|
|
$
|
19,329
|
|
|
$
|
—
|
|
|
|
December 31, 2017
|
||||||||||||||
|
|
|
|
Fair Value Measurements at Reporting
Date Using
|
||||||||||||
|
|
Total Fair
Value and
Carrying
Value on
Balance Sheet
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
125,585
|
|
|
$
|
125,585
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign debt
|
|
238,858
|
|
|
—
|
|
|
238,858
|
|
|
—
|
|
||||
Foreign government obligations
|
|
152,850
|
|
|
—
|
|
|
152,850
|
|
|
—
|
|
||||
U.S. debt
|
|
73,671
|
|
|
—
|
|
|
73,671
|
|
|
—
|
|
||||
Time deposits
|
|
255,000
|
|
|
255,000
|
|
|
—
|
|
|
—
|
|
||||
Restricted investments
|
|
373,961
|
|
|
—
|
|
|
373,961
|
|
|
—
|
|
||||
Derivative assets
|
|
4,303
|
|
|
—
|
|
|
4,303
|
|
|
—
|
|
||||
Total assets
|
|
$
|
1,224,228
|
|
|
$
|
380,585
|
|
|
$
|
843,643
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
33,229
|
|
|
$
|
—
|
|
|
$
|
33,229
|
|
|
$
|
—
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Notes receivable – noncurrent
|
|
$
|
9,650
|
|
|
$
|
9,642
|
|
|
$
|
10,495
|
|
|
$
|
10,516
|
|
Notes receivable, affiliate – current
|
|
21,398
|
|
|
23,620
|
|
|
20,411
|
|
|
23,317
|
|
||||
Note receivable, affiliate – noncurrent
|
|
—
|
|
|
—
|
|
|
48,370
|
|
|
47,441
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current maturities (1)
|
|
$
|
468,823
|
|
|
$
|
471,974
|
|
|
$
|
406,388
|
|
|
$
|
416,486
|
|
(1)
|
Excludes capital lease obligations and unamortized discounts and issuance costs.
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
8point3 Operating Company, LLC
|
|
$
|
—
|
|
|
$
|
199,477
|
|
Clean Energy Collective, LLC
|
|
4,786
|
|
|
6,521
|
|
||
Other
|
|
3,324
|
|
|
11,232
|
|
||
Equity method investments
|
|
$
|
8,110
|
|
|
$
|
217,230
|
|
|
|
Six Months Ended
May 31, |
||||||
|
|
2018
|
|
2017
|
||||
Summary statement of operations information:
|
|
|
|
|
||||
Net sales
|
|
$
|
28,736
|
|
|
$
|
26,575
|
|
Operating (loss) income
|
|
(38,606
|
)
|
|
4,825
|
|
||
Net (loss) income (1)
|
|
(39,280
|
)
|
|
4,783
|
|
||
Net (loss) income attributable to equity method investee (1) (2)
|
|
(45,228
|
)
|
|
20,302
|
|
(1)
|
The difference between Net (loss) income and Net (loss) income attributable to equity method investee is due to OpCo’s 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 six months ended May 31, 2018 and 2017, OpCo allocated certain earnings or losses to such third-party investors under the HLBV method, which represented the difference between Net (loss) income and Net (loss) income attributable to equity method investee.
|
(2)
|
Our proportionate share of OpCo’s net loss for the three and six months ended June 30, 2018 excluded the investee’s impairment loss related to the Maryland Solar project as we accounted for the sale-leaseback of the project as a financing transaction and the associated financing liability exceeded the carrying value of the project.
|
|
|
|
|
Balance (USD)
|
||||||
Loan Agreement
|
|
Currency
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Revolving Credit Facility
|
|
USD
|
|
$
|
—
|
|
|
$
|
—
|
|
Luz del Norte Credit Facilities
|
|
USD
|
|
187,253
|
|
|
185,675
|
|
||
Ishikawa Credit Agreement
|
|
JPY
|
|
157,257
|
|
|
121,446
|
|
||
Japan Credit Facility
|
|
JPY
|
|
—
|
|
|
10,710
|
|
||
Tochigi Credit Facility
|
|
JPY
|
|
190
|
|
|
—
|
|
||
Mashiko Credit Agreement
|
|
JPY
|
|
—
|
|
|
—
|
|
||
Marikal Credit Facility
|
|
INR
|
|
—
|
|
|
7,384
|
|
||
Hindupur Credit Facility
|
|
INR
|
|
—
|
|
|
18,722
|
|
||
Anantapur Credit Facility
|
|
INR
|
|
16,464
|
|
|
—
|
|
||
Tungabhadra Credit Facility
|
|
INR
|
|
13,282
|
|
|
—
|
|
||
Manildra Credit Facility
|
|
AUD
|
|
59,045
|
|
|
62,451
|
|
||
Beryl Credit Facility
|
|
AUD
|
|
35,332
|
|
|
—
|
|
||
Capital lease obligations
|
|
Various
|
|
105
|
|
|
156
|
|
||
Long-term debt principal
|
|
|
|
468,928
|
|
|
406,544
|
|
||
Less: unamortized discounts and issuance costs
|
|
|
|
(12,633
|
)
|
|
(13,004
|
)
|
||
Total long-term debt
|
|
|
|
456,295
|
|
|
393,540
|
|
||
Less: current portion
|
|
|
|
(7,741
|
)
|
|
(13,075
|
)
|
||
Noncurrent portion
|
|
|
|
$
|
448,554
|
|
|
$
|
380,465
|
|
Loan Agreement
|
|
June 30, 2018
|
Revolving Credit Facility
|
|
4.09%
|
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%
|
Tochigi Credit Facility
|
|
3-month TIBOR plus 1.0%
|
Mashiko Credit Agreement
|
|
Senior loan facility at 6-month TIBOR plus 0.70%
|
|
Consumption tax facility at 3-month TIBOR plus 0.5%
|
|
Anantapur Credit Facility
|
|
INR overnight indexed swap rate plus 1.5%
|
Tungabhadra Credit Facility
|
|
INR overnight indexed swap rate plus 1.5%
|
Manildra Credit Facility
|
|
Construction loan facility at 1-month BBSY plus 1.70% (2)
|
|
GST facility at 1-month BBSY plus 1.60%
|
|
Beryl Credit Facility
|
|
Construction loan facility at 1-month BBSY plus 1.55% (2)
|
|
GST facility at 1-month BBSY plus 1.00%
|
|
Capital lease obligations
|
|
Various
|
(1)
|
Outstanding balance comprised of
$162.7 million
of fixed rate loans and
$24.5 million
of variable rate loans as of
June 30, 2018
.
|
(2)
|
We have entered into interest rate swap contracts to hedge portions of these variable rates.
See Note 7. “Derivative Financial Instruments”
to our condensed consolidated financial statements for additional information.
|
|
|
Total Debt
|
||
Remainder of 2018
|
|
$
|
1,144
|
|
2019
|
|
11,212
|
|
|
2020
|
|
28,292
|
|
|
2021
|
|
43,324
|
|
|
2022
|
|
59,439
|
|
|
Thereafter
|
|
325,412
|
|
|
Total long-term debt future principal payments
|
|
$
|
468,823
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Product warranty liability, beginning of period
|
|
$
|
225,800
|
|
|
$
|
253,422
|
|
|
$
|
224,274
|
|
|
$
|
252,408
|
|
Accruals for new warranties issued
|
|
1,836
|
|
|
5,270
|
|
|
5,468
|
|
|
10,286
|
|
||||
Settlements
|
|
(2,472
|
)
|
|
(2,249
|
)
|
|
(5,081
|
)
|
|
(3,916
|
)
|
||||
Changes in estimate of product warranty liability
|
|
649
|
|
|
(16,742
|
)
|
|
1,152
|
|
|
(19,077
|
)
|
||||
Product warranty liability, end of period
|
|
$
|
225,813
|
|
|
$
|
239,701
|
|
|
$
|
225,813
|
|
|
$
|
239,701
|
|
Current portion of warranty liability
|
|
$
|
32,241
|
|
|
$
|
37,217
|
|
|
$
|
32,241
|
|
|
$
|
37,217
|
|
Noncurrent portion of warranty liability
|
|
$
|
193,572
|
|
|
$
|
202,484
|
|
|
$
|
193,572
|
|
|
$
|
202,484
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
Category
|
|
Segment
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Solar modules
|
|
Modules
|
|
$
|
105,332
|
|
|
$
|
228,392
|
|
|
$
|
266,625
|
|
|
$
|
299,530
|
|
Solar power systems
|
|
Systems
|
|
109,659
|
|
|
340,036
|
|
|
464,069
|
|
|
1,092,518
|
|
||||
EPC services
|
|
Systems
|
|
56,854
|
|
|
14,302
|
|
|
69,572
|
|
|
40,434
|
|
||||
O&M services
|
|
Systems
|
|
24,427
|
|
|
24,964
|
|
|
51,141
|
|
|
49,660
|
|
||||
Energy generation (1)
|
|
Systems
|
|
13,046
|
|
|
15,628
|
|
|
25,176
|
|
|
29,664
|
|
||||
Module plus
|
|
Systems
|
|
—
|
|
|
4
|
|
|
—
|
|
|
3,311
|
|
||||
Net sales
|
|
|
|
$
|
309,318
|
|
|
$
|
623,326
|
|
|
$
|
876,583
|
|
|
$
|
1,515,117
|
|
(1)
|
During the three and six months ended June 30, 2017, the majority of energy generated and sold by our PV solar power systems was accounted for under ASC 840 consistent with the classification of the associated PPAs.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Number of projects (1)
|
|
1
|
|
|
3
|
|
|
23
|
|
|
5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(Decrease) increase in revenue from net changes in transaction prices (in thousands) (1)
|
|
$
|
(4,513
|
)
|
|
$
|
2,680
|
|
|
$
|
48,277
|
|
|
$
|
956
|
|
(Decrease) increase in revenue from net changes in input cost estimates (in thousands)
|
|
(12,160
|
)
|
|
3,400
|
|
|
(10,281
|
)
|
|
4,895
|
|
||||
Net (decrease) increase in revenue from net changes in estimates (in thousands)
|
|
$
|
(16,673
|
)
|
|
$
|
6,080
|
|
|
$
|
37,996
|
|
|
$
|
5,851
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net change in estimate as a percentage of aggregate revenue for associated projects
|
|
(1.9
|
)%
|
|
1.3
|
%
|
|
0.4
|
%
|
|
0.7
|
%
|
(1)
|
During the six months ended June 30, 2018, we settled a tax examination with the state of California regarding several matters, including certain sales and use tax payments due under lump sum EPC contracts. Accordingly, we revised our estimates of sales and use taxes due for projects in the state of California, which affected the estimated transaction prices for such contracts, and recorded an increase to revenue of
$54.6 million
.
|
|
|
June 30,
2018 |
|
December 31,
2017 |
|
Six Months Change
|
|||||||||
Accounts receivable, unbilled
|
|
$
|
175,753
|
|
|
$
|
172,594
|
|
|
|
|
|
|||
Retainage
|
|
1,958
|
|
|
2,014
|
|
|
|
|
|
|||||
Accounts receivable, unbilled and retainage
|
|
$
|
177,711
|
|
|
$
|
174,608
|
|
|
$
|
3,103
|
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Deferred revenue (1)
|
|
$
|
258,253
|
|
|
$
|
145,073
|
|
|
$
|
113,180
|
|
|
78
|
%
|
(1)
|
Includes
$58.8 million
and
$63.3 million
of long-term deferred revenue classified as “
Other liabilities
” on our condensed consolidated balance sheets as of
June 30, 2018
and
December 31, 2017
, respectively.
|
Project/Location
|
|
Project Size in MW
AC
|
|
Revenue Category
|
|
EPC Contract/Partner Developed Project
|
|
Expected Year Revenue Recognition Will Be Completed
|
|
Percentage of Revenue Recognized
|
|
California Flats, California
|
|
280
|
|
|
Solar power systems
|
|
Capital Dynamics
|
|
2018
|
|
75%
|
Phoebe, Texas
|
|
250
|
|
|
EPC
|
|
Innergix Renewable Energy
|
|
2019
|
|
—%
|
Rosamond, California
|
|
150
|
|
|
Solar power systems
|
|
Contracted but not specified
|
|
2019
|
|
35%
|
Balm Solar, Florida
|
|
74
|
|
|
EPC
|
|
Tampa Electric Company
|
|
2018
|
|
16%
|
Payne Creek, Florida
|
|
70
|
|
|
EPC
|
|
Tampa Electric Company
|
|
2018
|
|
63%
|
Grange Hall, Florida
|
|
61
|
|
|
EPC
|
|
Tampa Electric Company
|
|
2019
|
|
—%
|
Peace Creek, Florida
|
|
55
|
|
|
EPC
|
|
Tampa Electric Company
|
|
2019
|
|
—%
|
Troy Solar, Indiana
|
|
51
|
|
|
EPC
|
|
Southern Indiana Gas and Electric Company
|
|
2020
|
|
—%
|
Total
|
|
991
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cost of sales
|
|
$
|
2,286
|
|
|
$
|
1,404
|
|
|
$
|
3,536
|
|
|
$
|
3,104
|
|
Selling, general and administrative
|
|
6,603
|
|
|
5,475
|
|
|
12,264
|
|
|
9,697
|
|
||||
Research and development
|
|
1,639
|
|
|
1,460
|
|
|
3,064
|
|
|
2,589
|
|
||||
Production start-up
|
|
56
|
|
|
32
|
|
|
372
|
|
|
32
|
|
||||
Total share-based compensation expense
|
|
$
|
10,584
|
|
|
$
|
8,371
|
|
|
$
|
19,236
|
|
|
$
|
15,422
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Restricted and performance stock units
|
|
$
|
9,588
|
|
|
$
|
8,192
|
|
|
$
|
17,993
|
|
|
$
|
14,210
|
|
Unrestricted stock
|
|
419
|
|
|
419
|
|
|
879
|
|
|
838
|
|
||||
Stock purchase plan
|
|
—
|
|
|
34
|
|
|
—
|
|
|
394
|
|
||||
|
|
10,007
|
|
|
8,645
|
|
|
18,872
|
|
|
15,442
|
|
||||
Net amount released from (absorbed into) inventory
|
|
577
|
|
|
(274
|
)
|
|
364
|
|
|
(20
|
)
|
||||
Total share-based compensation expense
|
|
$
|
10,584
|
|
|
$
|
8,371
|
|
|
$
|
19,236
|
|
|
$
|
15,422
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Basic net (loss) income per share
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
|
$
|
(48,491
|
)
|
|
$
|
51,963
|
|
|
$
|
34,460
|
|
|
$
|
61,092
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding
|
|
104,776
|
|
|
104,338
|
|
|
104,664
|
|
|
104,221
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted net (loss) income per share
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding
|
|
104,776
|
|
|
104,338
|
|
|
104,664
|
|
|
104,221
|
|
||||
Effect of restricted and performance stock units and stock purchase plan shares
|
|
—
|
|
|
273
|
|
|
1,570
|
|
|
290
|
|
||||
Weighted-average shares used in computing diluted net (loss) income per share
|
|
104,776
|
|
|
104,611
|
|
|
106,234
|
|
|
104,511
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.46
|
)
|
|
$
|
0.50
|
|
|
$
|
0.33
|
|
|
$
|
0.59
|
|
Diluted
|
|
$
|
(0.46
|
)
|
|
$
|
0.50
|
|
|
$
|
0.32
|
|
|
$
|
0.58
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Anti-dilutive shares
|
|
1,943
|
|
|
245
|
|
|
290
|
|
|
291
|
|
|
|
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, 2017
|
|
$
|
(65,346
|
)
|
|
$
|
68,388
|
|
|
$
|
(783
|
)
|
|
$
|
2,259
|
|
Other comprehensive (loss) income before reclassifications
|
|
(9,045
|
)
|
|
(9,096
|
)
|
|
1,201
|
|
|
(16,940
|
)
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
|
—
|
|
|
(19,473
|
)
|
|
1,744
|
|
|
(17,729
|
)
|
||||
Net tax effect
|
|
—
|
|
|
3,151
|
|
|
(978
|
)
|
|
2,173
|
|
||||
Net other comprehensive (loss) income
|
|
(9,045
|
)
|
|
(25,418
|
)
|
|
1,967
|
|
|
(32,496
|
)
|
||||
Balance as of June 30, 2018
|
|
$
|
(74,391
|
)
|
|
$
|
42,970
|
|
|
$
|
1,184
|
|
|
$
|
(30,237
|
)
|
Comprehensive Income Components
|
|
Income Statement Line Item
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||
Unrealized gain on marketable securities and restricted investments
|
|
Other (loss) income, net
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
19,473
|
|
|
$
|
49
|
|
Unrealized loss on derivative contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
Net sales
|
|
(1,744
|
)
|
|
—
|
|
|
(1,744
|
)
|
|
—
|
|
||||
Total amount reclassified
|
|
|
|
$
|
(1,741
|
)
|
|
$
|
3
|
|
|
$
|
17,729
|
|
|
$
|
49
|
|
|
|
Three Months Ended June 30, 2018
|
|
Three Months Ended June 30, 2017
|
||||||||||||||||||||
|
|
Modules
|
|
Systems
|
|
Total
|
|
Modules
|
|
Systems
|
|
Total
|
||||||||||||
Net sales
|
|
$
|
105,332
|
|
|
$
|
203,986
|
|
|
$
|
309,318
|
|
|
$
|
228,392
|
|
|
$
|
394,934
|
|
|
$
|
623,326
|
|
Gross (loss) profit
|
|
(26,551
|
)
|
|
18,493
|
|
|
(8,058
|
)
|
|
39,137
|
|
|
71,756
|
|
|
110,893
|
|
||||||
Depreciation and amortization expense
|
|
18,014
|
|
|
4,817
|
|
|
22,831
|
|
|
15,877
|
|
|
6,418
|
|
|
22,295
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Six Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||||
|
|
Modules
|
|
Systems
|
|
Total
|
|
Modules
|
|
Systems
|
|
Total
|
||||||||||||
Net sales
|
|
$
|
266,625
|
|
|
$
|
609,958
|
|
|
$
|
876,583
|
|
|
$
|
299,530
|
|
|
$
|
1,215,587
|
|
|
$
|
1,515,117
|
|
Gross (loss) profit
|
|
(16,273
|
)
|
|
181,013
|
|
|
164,740
|
|
|
49,272
|
|
|
145,805
|
|
|
195,077
|
|
||||||
Depreciation and amortization expense
|
|
27,263
|
|
|
10,095
|
|
|
37,358
|
|
|
38,376
|
|
|
12,316
|
|
|
50,692
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
Modules
|
|
Systems
|
|
Total
|
|
Modules
|
|
Systems
|
|
Total
|
||||||||||||
Goodwill
|
|
$
|
14,462
|
|
|
$
|
—
|
|
|
$
|
14,462
|
|
|
$
|
14,462
|
|
|
$
|
—
|
|
|
$
|
14,462
|
|
•
|
Net sales for the
three
months ended
June 30, 2018
decreased
by
50%
to
$309.3 million
compared to
$623.3 million
for the same period in
2017
. The
decrease
in net sales was primarily due to the sale of the Switch Station projects during the
three
months ended
June 30, 2017
and a
decrease
in third-party module sales, partially offset by ongoing construction activities at the Rosamond, Payne Creek, and California Flats projects.
|
•
|
Gross profit for the
three
months ended
June 30, 2018
decreased
20.4 percentage points
to
(2.6)%
from
17.8%
for the same period in
2017
. The
decrease
in gross profit was primarily due to higher under-utilization charges associated with the initial ramp of certain Series 6 manufacturing lines, a mix of lower gross profit projects sold or under construction during the period, and reductions in the average selling price per watt of our modules sold directly to third parties.
|
•
|
As of
June 30, 2018
, we had
4.0 GW
of installed annual production capacity at our manufacturing facilities in Perrysburg, Ohio and Kulim, Malaysia. We produced
0.6 GW
of solar modules during the
three
months ended
June 30, 2018
, which was consistent with the same period in
2017
. We expect to produce approximately
2.8 GW
of solar modules during
2018
, including
0.8 GW
of Series 6 modules.
|
•
|
In April 2018, we commenced commercial production of Series 6 modules at our manufacturing facility in Perrysburg, Ohio. In June 2018, we completed certain internal qualification procedures at our Series 6 manufacturing facility in Kulim, Malaysia, and in July 2018, we commenced commercial production of Series 6 modules at the facility. We also expect to commence commercial production of Series 6 modules at our Ho Chi Minh City, Vietnam manufacturing facility later in 2018.
|
Project/Location
|
|
Project Size in MW
AC
|
|
PPA Contracted Partner
|
|
EPC Contract/Partner Developed Project
|
|
Expected Year Revenue Recognition Will Be Completed
|
|
% of Revenue Recognized as of June 30, 2018
|
|
California Flats, California
|
|
280
|
|
|
PG&E / Apple (1)
|
|
Capital Dynamics
|
|
2018
|
|
75%
|
Phoebe, Texas
|
|
250
|
|
|
Shell Energy North America
|
|
Innergix Renewable Energy
|
|
2019
|
|
—%
|
Twiggs County Solar, Georgia
|
|
200
|
|
|
Georgia Power Company
|
|
Origis Holdings USA
|
|
2020
|
|
—%
|
Rosamond, California
|
|
150
|
|
|
SCE
|
|
(3)
|
|
2019
|
|
35%
|
Balm Solar, Florida
|
|
74
|
|
|
(2)
|
|
Tampa Electric Company
|
|
2018
|
|
16%
|
Payne Creek, Florida
|
|
70
|
|
|
(2)
|
|
Tampa Electric Company
|
|
2018
|
|
63%
|
Grange Hall, Florida
|
|
61
|
|
|
(2)
|
|
Tampa Electric Company
|
|
2019
|
|
—%
|
Peace Creek, Florida
|
|
55
|
|
|
(2)
|
|
Tampa Electric Company
|
|
2019
|
|
—%
|
Troy Solar, Indiana
|
|
51
|
|
|
(2)
|
|
Southern Indiana Gas and Electric Company
|
|
2020
|
|
—%
|
Manildra, Australia
|
|
49
|
|
|
EnergyAustralia
|
|
New Energy Solar
|
|
2018
|
|
—%
|
Total
|
|
1,240
|
|
|
|
|
|
|
|
|
|
Project/Location
|
|
Project Size in MW
AC
|
|
PPA Contracted Partner
|
|
Fully Permitted
|
|
Expected or Actual Substantial Completion Year
|
|
% Complete as of June 30, 2018
|
|
Sun Streams, Arizona
|
|
150
|
|
|
SCE
|
|
Yes
|
|
2019
|
|
14%
|
Southwestern U.S.
|
|
150
|
|
|
(3)
|
|
Yes
|
|
2020/2021
|
|
4%
|
Luz del Norte, Chile
|
|
141
|
|
|
(4)
|
|
Yes
|
|
2016
|
|
100%
|
American Kings Solar, California
|
|
123
|
|
|
SCE
|
|
No
|
|
2020
|
|
16%
|
Willow Springs, California
|
|
100
|
|
|
SCE
|
|
Yes
|
|
2018
|
|
35%
|
Sunshine Valley, Nevada
|
|
100
|
|
|
SCE
|
|
Yes
|
|
2019
|
|
4%
|
Japan (multiple locations)
|
|
89
|
|
|
(5)
|
|
No
|
|
2019/2020
|
|
26%
|
Beryl, Australia
|
|
87
|
|
|
(6)
|
|
Yes
|
|
2019
|
|
31%
|
Willow Springs 3, California
|
|
75
|
|
|
(3)
|
|
Yes
|
|
2021
|
|
7%
|
Seabrook, South Carolina
|
|
73
|
|
|
South Carolina Electric and Gas Company
|
|
No
|
|
2020
|
|
3%
|
Sun Streams PVS, Arizona
|
|
65
|
|
|
APS
|
|
No
|
|
2020
|
|
2%
|
Ishikawa, Japan
|
|
59
|
|
|
Hokuriku Electric Power Company
|
|
Yes
|
|
2018
|
|
75%
|
Little Bear, California
|
|
40
|
|
|
Marin Clean Energy (7)
|
|
No
|
|
2020
|
|
5%
|
Miyagi, Japan
|
|
40
|
|
|
Tohoku Electric Power Company
|
|
Yes
|
|
2021
|
|
12%
|
India (multiple locations)
|
|
40
|
|
|
(8)
|
|
Yes
|
|
2017
|
|
100%
|
Total
|
|
1,332
|
|
|
|
|
|
|
|
|
|
(1)
|
PG&E – 150 MW
AC
and Apple Energy, LLC – 130 MW
AC
|
(2)
|
Utility-owned generation
|
(3)
|
Contracted but not specified
|
(4)
|
Approximately 70 MW
AC
of the plant’s capacity is contracted under PPAs
|
(5)
|
Hokuriku Electric Power Company and Tokyo Electric Power Company
|
(6)
|
Approximately 55 MW
AC
of the plant’s capacity is contracted with Transport for NSW
|
(7)
|
Expandable to 160 MW
AC
, subject to satisfaction of certain PPA contract conditions
|
(8)
|
Gulbarga Electricity Supply Co. – 20 MW
AC
and Chamundeshwari Electricity Supply Co. – 20 MW
AC
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
102.6
|
%
|
|
82.2
|
%
|
|
81.2
|
%
|
|
87.1
|
%
|
Gross (loss) profit
|
|
(2.6
|
)%
|
|
17.8
|
%
|
|
18.8
|
%
|
|
12.9
|
%
|
Selling, general and administrative
|
|
16.4
|
%
|
|
7.9
|
%
|
|
10.5
|
%
|
|
6.4
|
%
|
Research and development
|
|
6.6
|
%
|
|
3.4
|
%
|
|
4.6
|
%
|
|
2.9
|
%
|
Production start-up
|
|
7.9
|
%
|
|
1.3
|
%
|
|
7.0
|
%
|
|
0.6
|
%
|
Restructuring and asset impairments
|
|
—
|
%
|
|
2.9
|
%
|
|
—
|
%
|
|
2.5
|
%
|
Operating (loss) income
|
|
(33.5
|
)%
|
|
2.2
|
%
|
|
(3.4
|
)%
|
|
0.4
|
%
|
Foreign currency gain (loss), net
|
|
0.8
|
%
|
|
(0.4
|
)%
|
|
—
|
%
|
|
(0.1
|
)%
|
Interest income
|
|
5.5
|
%
|
|
1.2
|
%
|
|
3.3
|
%
|
|
0.9
|
%
|
Interest expense, net
|
|
(2.0
|
)%
|
|
(1.0
|
)%
|
|
(1.3
|
)%
|
|
(1.0
|
)%
|
Other (loss) income, net
|
|
(1.4
|
)%
|
|
(0.4
|
)%
|
|
1.6
|
%
|
|
1.5
|
%
|
Income tax benefit (expense)
|
|
2.0
|
%
|
|
6.4
|
%
|
|
(0.6
|
)%
|
|
2.3
|
%
|
Equity in earnings, net of tax
|
|
13.0
|
%
|
|
0.3
|
%
|
|
4.4
|
%
|
|
0.1
|
%
|
Net (loss) income
|
|
(15.7
|
)%
|
|
8.3
|
%
|
|
3.9
|
%
|
|
4.0
|
%
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
Three Month Change
|
|
2018
|
|
2017
|
|
Six Month Change
|
||||||||||||||||||
Modules
|
|
$
|
105,332
|
|
|
$
|
228,392
|
|
|
$
|
(123,060
|
)
|
|
(54
|
)%
|
|
$
|
266,625
|
|
|
$
|
299,530
|
|
|
$
|
(32,905
|
)
|
|
(11
|
)%
|
Systems
|
|
203,986
|
|
|
394,934
|
|
|
(190,948
|
)
|
|
(48
|
)%
|
|
609,958
|
|
|
1,215,587
|
|
|
(605,629
|
)
|
|
(50
|
)%
|
||||||
Net sales
|
|
$
|
309,318
|
|
|
$
|
623,326
|
|
|
$
|
(314,008
|
)
|
|
(50
|
)%
|
|
$
|
876,583
|
|
|
$
|
1,515,117
|
|
|
$
|
(638,534
|
)
|
|
(42
|
)%
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
Three Month Change
|
|
2018
|
|
2017
|
|
Six Month Change
|
||||||||||||||||||
Modules
|
|
$
|
131,883
|
|
|
$
|
189,255
|
|
|
$
|
(57,372
|
)
|
|
(30
|
)%
|
|
$
|
282,898
|
|
|
$
|
250,258
|
|
|
$
|
32,640
|
|
|
13
|
%
|
Systems
|
|
185,493
|
|
|
323,178
|
|
|
(137,685
|
)
|
|
(43
|
)%
|
|
428,945
|
|
|
1,069,782
|
|
|
(640,837
|
)
|
|
(60
|
)%
|
||||||
Total cost of sales
|
|
$
|
317,376
|
|
|
$
|
512,433
|
|
|
$
|
(195,057
|
)
|
|
(38
|
)%
|
|
$
|
711,843
|
|
|
$
|
1,320,040
|
|
|
$
|
(608,197
|
)
|
|
(46
|
)%
|
% of net sales
|
|
102.6
|
%
|
|
82.2
|
%
|
|
|
|
|
|
|
|
81.2
|
%
|
|
87.1
|
%
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
Three Month Change
|
|
2018
|
|
2017
|
|
Six Month Change
|
||||||||||||||||||
Gross (loss) profit
|
|
$
|
(8,058
|
)
|
|
$
|
110,893
|
|
|
$
|
(118,951
|
)
|
|
(107
|
)%
|
|
$
|
164,740
|
|
|
$
|
195,077
|
|
|
$
|
(30,337
|
)
|
|
(16
|
)%
|
% of net sales
|
|
(2.6
|
)%
|
|
17.8
|
%
|
|
|
|
|
|
|
|
18.8
|
%
|
|
12.9
|
%
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
Three Month Change
|
|
2018
|
|
2017
|
|
Six Month Change
|
||||||||||||||||||
Selling, general and administrative
|
|
$
|
50,854
|
|
|
$
|
48,957
|
|
|
$
|
1,897
|
|
|
4
|
%
|
|
$
|
91,980
|
|
|
$
|
97,156
|
|
|
$
|
(5,176
|
)
|
|
(5
|
)%
|
% of net sales
|
|
16.4
|
%
|
|
7.9
|
%
|
|
|
|
|
|
|
|
10.5
|
%
|
|
6.4
|
%
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
Three Month Change
|
|
2018
|
|
2017
|
|
Six Month Change
|
||||||||||||||||||
Research and development
|
|
$
|
20,370
|
|
|
$
|
21,341
|
|
|
$
|
(971
|
)
|
|
(5
|
)%
|
|
$
|
40,694
|
|
|
$
|
44,140
|
|
|
$
|
(3,446
|
)
|
|
(8
|
)%
|
% of net sales
|
|
6.6
|
%
|
|
3.4
|
%
|
|
|
|
|
|
|
|
4.6
|
%
|
|
2.9
|
%
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
Three Month Change
|
|
2018
|
|
2017
|
|
Six Month Change
|
||||||||||||||||||
Production start-up
|
|
$
|
24,352
|
|
|
$
|
8,381
|
|
|
$
|
15,971
|
|
|
191
|
%
|
|
$
|
61,436
|
|
|
$
|
9,531
|
|
|
$
|
51,905
|
|
|
545
|
%
|
% of net sales
|
|
7.9
|
%
|
|
1.3
|
%
|
|
|
|
|
|
|
|
7.0
|
%
|
|
0.6
|
%
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
Three Month Change
|
|
2018
|
|
2017
|
|
Six Month Change
|
||||||||||||||||||
Restructuring and asset impairments
|
|
$
|
—
|
|
|
$
|
18,286
|
|
|
$
|
(18,286
|
)
|
|
(100
|
)%
|
|
$
|
—
|
|
|
$
|
38,317
|
|
|
$
|
(38,317
|
)
|
|
(100
|
)%
|
% of net sales
|
|
—
|
%
|
|
2.9
|
%
|
|
|
|
|
|
|
|
—
|
%
|
|
2.5
|
%
|
|
|
|
|
•
|
We expect to make significant capital investments over the next several years as we transition our production to Series 6 module technology and purchase the related manufacturing equipment and infrastructure. These investments also include the commencement and expansion of operations at our existing manufacturing plant in Vietnam and the construction of an additional U.S. manufacturing plant in Lake Township, Ohio. We expect the aggregate capital investment for currently planned Series 6 related programs to be approximately
$1.8 billion
, including
$0.8 billion
of capital expenditures already made as of
June 30, 2018
. These capital investments are expected to provide an annual Series 6 manufacturing capacity of approximately
6.6 GW
once completed. During the remainder of
2018
, we expect to spend
$400 million
to
$500 million
for capital expenditures, the majority of which is associated with the Series 6 transition. We believe these capital expenditures will, over time, increase our aggregate manufacturing capacity, reduce our manufacturing costs, increase our solar module conversion efficiencies, and reduce the overall cost of systems using our modules.
|
•
|
Our failure to obtain raw materials and components that meet our quality, quantity, and cost requirements in a timely manner could interrupt or impair our ability to manufacture our solar modules or increase our manufacturing costs. Accordingly, we may enter into long-term supply agreements to mitigate potential risks related to the procurement of key raw materials and components, and such agreements may be noncancelable or cancelable with a significant penalty. In April 2018, we entered into a supply agreement for the purchase of substrate glass for our PV solar modules. Under the terms of the agreement, we expect to pay approximately
$2.4 billion
over the supply period, which ends in December 2027. In March 2018, we entered into a 10-year supply agreement for the purchase of cover glass for our PV solar modules. Under the terms of the agreement, we expect to pay approximately
$500 million
over the 10-year supply period, which is scheduled to begin by January 2020.
|
•
|
The balance of our solar module inventories and BoS parts was
$221.3 million
as of
June 30, 2018
. As we continue to develop and construct our advanced-stage project pipeline, we must produce solar modules and procure BoS parts in volumes sufficient to support our planned construction schedules. As part of this construction cycle, we typically produce or procure these inventories 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, they are classified as either project assets, PV solar power systems, or cost of sales depending on whether the project is subject to a definitive sales contract and whether other revenue recognition criteria have been met. We also produce significant volumes of modules for sale directly to third-parties, which requires us to carry inventories at levels sufficient to satisfy the demand of our customers and the needs of their utility-scale projects, which may also temporarily reduce our liquidity.
|
•
|
We may commit working capital during the remainder of
2018
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, the 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.
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2018
|
|
2017
|
||||
Net cash provided by operating activities
|
|
$
|
83,856
|
|
|
$
|
325,340
|
|
Net cash used in investing activities
|
|
(372,821
|
)
|
|
(326,442
|
)
|
||
Net cash provided by financing activities
|
|
69,991
|
|
|
136,918
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(13,077
|
)
|
|
3,072
|
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
|
$
|
(232,051
|
)
|
|
$
|
138,888
|
|
Exhibit Number
|
|
Exhibit Description
|
|
||
|
||
|
||
|
||
|
||
|
||
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: July 26, 2018
|
By:
|
|
/s/ BRYAN SCHUMAKER
|
|
Name:
|
|
Bryan Schumaker
|
|
Title:
|
|
Chief Accounting Officer
|
Participant:
|
[●]
|
|
|
Target # Performance Units:
|
[●]
|
|
|
Grant Date:
|
[●]
|
|
|
Performance Period:
|
[●]
|
|
|
Vesting Conditions:
|
The number of Performance Units that vests is subject to the level of achievement of the following performance goals during the Performance Period (the “
Performance-Vesting Conditions
”):
|
|
Performance Level
|
Threshold
(50%)
|
Target
(100%)
|
Maximum
(200%)
|
Weighting
|
|
[Metric 1]
|
[●]
|
[●]
|
[●]
|
[●]
|
|
[Metric 2]
|
[●]
|
[●]
|
[●]
|
[●]
|
|
[Metric 3]
|
[●]
|
[●]
|
[●]
|
[●]
|
Forfeiture:
|
This Award shall be forfeited, with no consideration, upon termination of the Participant’s employment provided, however that if such termination of employment occurs (x) on account of the Participant’s death, (y) by the Company due to Disability (defined below), or (z) by the Participant due to a Retirement (defined below) occurring following the end of the first calendar year of the Performance Period, then the 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 the Participant and the Company, as in effect at the relevant time. “
Retirement
” shall mean the Participant’s voluntary termination of employment provided that the Participant has (i) attained age fifty-seven (57) or older as of the date of such termination; (ii) completed a minimum of eight (8) years of service as of the date of such termination. Notwithstanding anything to the contrary herein, if the Participant’s employment is terminated due to a Retirement occurring following the end of the first calendar year of the Performance Period, the Participant shall be eligible for a
pro rata
settlement only if the Participant complies with the restrictive covenants set forth in the Non-Solicitation and Non-Competition Agreement by and between the Company and the Participant, as in effect on the date of such termination of employment (the “Restrictive Covenants”) through the settlement date of this Award.
Further, this Award shall expire and be forfeited with respect to the unvested portion thereof if the threshold Performance-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 the 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 the 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 the Participant is eligible for a
pro rata
settlement of this Award or any portion thereof because the 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 Performance-Vesting Conditions had the Participant remained employed until the settlement date by (ii) a fraction, (a) the numerator of which is the number of days the 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 the 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 the Participant satisfying any applicable federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. 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 the Participant under this Award a number of Shares having a fair market value equal to such required tax withholding obligations. If, for any reason, the Shares that would otherwise be deliverable to the Participant upon settlement of the Performance Units would be insufficient to satisfy the tax withholding obligations, the Company and any of its Subsidiaries are authorized to withhold an amount from the Participant’s wages or other compensation sufficient to fully satisfy the tax withholding obligations.
|
|
|
|
Signature
|
|
Date
|
|
|
|
Participant:
|
[●]
|
|
|
Target # Performance Units:
|
[●]
|
|
|
Grant Date:
|
[●]
|
|
|
Performance Period:
|
[●]
|
|
|
Vesting Conditions:
|
The number of Performance Units that vest is subject to the level of achievement of the following performance goals during the Performance Period (the “
Performance-Vesting Conditions
”):
|
|
Performance Level
|
Threshold
(50%)
|
Target
(100%)
|
Maximum
(200%)
|
Weighting
|
|
[Metric 1]
|
[●]
|
[●]
|
[●]
|
[●]
|
|
[Metric 2]
|
[●]
|
[●]
|
[●]
|
[●]
|
|
[Metric 3]
|
[●]
|
[●]
|
[●]
|
[●]
|
|
The final number of Performance Units actually awarded following the end of the Performance Period, if any, shall be based on the weighted attainment of specified levels of the Performance-Vesting Conditions, and may range between 0% and 200% of the number of target Performance Units. More specifically, 0% of the target Performance Units 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). 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 Performance-Vesting Conditions, the Committee may make such adjustments as it deems appropriate, including adjustments to performance metrics to take into account extraordinary, unusual or infrequently occurring events as determined by the Committee. Further, the Committee may, in its sole discretion, reduce the number of Performance Units actually delivered hereunder even if the Performance-Vesting Conditions are achieved.
This Award shall not vest unless the Participant is continuously employed by the Company or an Affiliate through the settlement date following the end of the Performance Period, unless the Participant is eligible for a
pro rata
settlement as provided for in the Forfeiture section below.
|
|
|
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 the Participant’s death or by the Company due to “Disability” (defined below), in which case the 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 the 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 Performance-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 the 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 the 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 the Participant is eligible for a
pro rata
settlement of this Award or any portion thereof because the 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 Performance-Vesting Conditions had the Participant remained employed until the settlement date by (ii) a fraction, (a) the numerator of which is the number of days the 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 the 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 the Participant satisfying any applicable federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. 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 the Participant under this Award a number of Shares having a fair market value equal to such required tax withholding obligations. If, for any reason, the Shares that would otherwise be deliverable to the Participant upon settlement of the Performance Units would be insufficient to satisfy the tax withholding obligations, the Company and any of its Subsidiaries are authorized to withhold an amount from the Participant’s wages or other compensation sufficient to fully satisfy the tax withholding obligations.
|
|
|
|
Signature
|
|
Date
|
|
|
|
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
|
The Participant hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in the Award Agreement and any other Plan participation materials by and among, as applicable, the Company, the Employer and any other Affiliate or any third parties authorized by same in assisting in the implementation, administration and management of the Participant’s participation in the Plan.
The Participant may have previously provided the Company and the Employer with, and the Company
|
Peserta dengan ini secara jelas, secara sukarela dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang dinyatakan dalam Perjanjian ini dan apa-apa bahan penyertaan Pelan
oleh dan di antara, sebagaimana yang berkenaan, Syarikat, Penerima Perkhidmatan dan mana-mana Syarikat Induk atau Anak Syarikat lain atau mana-mana pihak ketiga yang diberi kuasa oleh yang sama untuk membantu dalam pelaksanaan, pentadbiran dan pengurusan penyertaan Pesertadalam Pelan tersebut.
|
grant future Performance Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of the refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.
|
memberikan persetujuan di sini secara sukarela. Jika Peserta tidak bersetuju, atau jika Peserta kemudian membatalkan persetujuannya , status sebagai Pemberi Perkhidmatan dan kerjayanya dengan Penerima Perkhidmatan tidak akan terjejas; satunya akibat buruk jika dia tidak bersetuju atau menarik balik persetujuannya adalah bahawa Syarikat tidak akan dapat memberikan opsyen pada masa depan atau anugerah ekuiti lain kepada Peserta atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Peserta faham bahawa keengganan atau penarikan balik persetujuannya boleh menjejaskan keupayaannya untuk mengambil bahagian dalam
Pelan tersebut. Untuk maklumat lanjut mengenai akibat keengganannya untuk memberikan keizinan atau penarikan balik keizinan,Peserta fahami bahawa dia boleh menghubungi wakil sumber manusia tempatannya .
|
(1)
|
I have reviewed the
Quarterly
Report on Form
10-Q
of First Solar, Inc., a Delaware corporation, for the period ended
June 30, 2018
, 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.
|
|
|
|
|
July 26, 2018
|
By:
|
|
/s/ MARK R. WIDMAR
|
|
Name:
|
|
Mark R. Widmar
|
|
Title:
|
|
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
June 30, 2018
, 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.
|
|
|
|
|
July 26, 2018
|
By:
|
|
/s/ ALEXANDER R. BRADLEY
|
|
Name:
|
|
Alexander R. Bradley
|
|
Title:
|
|
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.
|
|
|
|
|
July 26, 2018
|
By:
|
|
/s/ MARK R. WIDMAR
|
|
Name:
|
|
Mark R. Widmar
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
|
July 26, 2018
|
By:
|
|
/s/ ALEXANDER R. BRADLEY
|
|
Name:
|
|
Alexander R. Bradley
|
|
Title:
|
|
Chief Financial Officer
|