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[x]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 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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Title of each class
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Name of each exchange on which registered
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Common stock, $0.001 par value
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The NASDAQ Stock Market LLC
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Large accelerated filer [x]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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Emerging growth company [ ]
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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•
|
structural imbalances in global supply and demand for PV solar modules;
|
•
|
the market for renewable energy, including solar energy;
|
•
|
our competitive position and other key competitive factors;
|
•
|
reduction, elimination, or expiration of government subsidies, policies, and support programs for solar energy projects;
|
•
|
our ability to execute on our long-term strategic plans;
|
•
|
our ability to execute on our solar module technology and cost reduction roadmaps;
|
•
|
interest rate fluctuations and both our and our customers’ ability to secure financing;
|
•
|
our ability to attract new customers and to develop and maintain existing customer and supplier relationships;
|
•
|
our ability to successfully develop and complete our systems business projects;
|
•
|
our ability to convert existing or construct production facilities to support new product lines, such as Series 6
TM
(“Series 6”) modules;
|
•
|
general economic and business conditions, including those influenced by U.S., international, and geopolitical events;
|
•
|
environmental responsibility, including with respect to cadmium telluride (“CdTe”) and other semiconductor materials;
|
•
|
claims under our limited warranty obligations;
|
•
|
changes in, or the failure to comply with, government regulations and environmental, health, and safety requirements;
|
•
|
future collection and recycling costs for solar modules covered by our module collection and recycling program;
|
•
|
our ability to protect our intellectual property;
|
•
|
our ability to prevent and/or minimize the impact of cyber-attacks or other breaches of our information systems;
|
•
|
our continued investment in R&D;
|
•
|
the supply and price of components and raw materials, including CdTe;
|
•
|
our ability to attract and retain key executive officers and associates; and
|
•
|
all other matters discussed in Item 1A. “Risk Factors” and elsewhere in this Annual Report on Form 10-K, our subsequently filed Quarterly Reports on Form 10-Q, and our other filings with the Securities and Exchange Commission (the “SEC”).
|
•
|
PV Solar Modules
. Our modules couple our leading-edge CdTe technology with the manufacturing excellence and quality control that comes from being one of the world’s most experienced producers of advanced PV solar modules. Our technology demonstrates a proven performance advantage over conventional crystalline silicon solar modules of equivalent efficiency rating by delivering higher real-world energy yield and long-term reliability. We are able to provide such product performance, quality, and reliability to our customers due, in large part, to investing more in R&D than most other solar companies in the world.
|
•
|
Utility-Scale Power Plant
. We have extensive, proven experience in developing and constructing reliable grid-connected power systems for utility-scale generation. Our grid-connected systems diversify the energy portfolio, reduce fossil-fuel consumption, mitigate the risk of fuel price volatility, and save costs, proving that centralized solar generation can deliver dependable and affordable solar electricity to the grid around the world. Our plant control systems provide reliability services, such as frequency control, voltage control, ramping capacity, and automated generation control, which enable expanded integration of PV solar power systems into the power grid. Such reliability services also help balance the grid during times of high renewable energy generation. Our solar energy systems also offer a meaningful value proposition by eliminating commodity price risks thereby providing a long-term fixed price with relatively low operating costs. When compared to the price of power derived from a conventional source of energy, a fixed price cannot be achieved unless the cost of hedging is included. Hedging costs of a commodity such as natural gas, along with the costs of credit support required for a long-term hedge, can significantly increase conventional energy costs. Additional benefits of our grid-connected power systems include reductions of fuel imports and improvements in energy security, enhanced peaking generation and faster time-to-power, and managed variability through accurate forecasting.
|
•
|
EPC Services
. We provide engineering, procurement, and construction (“EPC”) services to projects developed by us and other system owners such as utilities, independent power producers, and commercial and industrial companies. EPC services include engineering design and related services, BoS procurement, advanced development of grid integration solutions, and construction contracting and management. Depending on the customer and market needs, we may provide our full EPC services or any combination of individual products and services within our EPC capabilities. Our vertical integration combined with our partner collaboration enables us to identify and make system-level innovations, which creates further value for our customers.
|
•
|
Battery Storage
. To further enhance the operational capabilities of utility-scale systems, we also provide storage solutions using advanced battery technology. Such storage solutions enable system owners to better align the delivery of energy with periods of peak demand, thereby increasing a system’s overall value. Storage capabilities also allow PV solar plants to meet or exceed the peaking capabilities of fossil fuel-based plants at potentially lower costs. Our advanced plant control systems manage the operations of both the PV solar plant and its storage capabilities to ensure accurate delivery of requested power to the grid. As part of our storage solutions, we also provide proprietary algorithms to design and simulate the optimal dispatch of a system depending on the customer and market needs, including site-specific weather conditions.
|
•
|
O&M Services
. By leveraging our extensive experience in plant optimization and advanced diagnostics, we have developed one of the largest and most advanced O&M programs in the industry, including more than 8 GW
DC
of utility-scale PV solar power systems, while maintaining an average fleet system effective availability greater than
99%
. Utilizing a state of the art global operations center, our team of O&M associates provide a variety of services to optimize system performance and comply with power purchase agreements (“PPA”), other project agreements, and regulations. Our products and services are engineered to enable the maximization of energy output and revenue for our customers while significantly reducing their unplanned maintenance costs. Plant owners benefit from predictable expenses over the life of the contract and reduced risk of energy loss. Our O&M program is compliant with the North American Electric Reliability Corporation (“NERC”) standards and is designed to scale to accommodate the growing O&M needs of customers worldwide. We offer our O&M services to solar power plant owners that use either our solar modules or modules manufactured by third-parties.
|
Name
|
|
Age
|
|
Position
|
Mark R. Widmar
|
|
53
|
|
Chief Executive Officer
|
Alexander R. Bradley
|
|
37
|
|
Chief Financial Officer
|
Georges Antoun
|
|
56
|
|
Chief Commercial Officer
|
Philip Tymen deJong
|
|
59
|
|
Chief Operations Officer
|
Raffi Garabedian
|
|
52
|
|
Chief Technology Officer
|
Paul Kaleta
|
|
63
|
|
Executive Vice President, General Counsel and Secretary
|
Christopher R. Bueter
|
|
55
|
|
Executive Vice President, Human Resources
|
•
|
cost-effectiveness of the electricity generated by PV solar power systems compared to conventional energy sources, such as natural gas (which fuel source may be subject to significant price fluctuations from time to time), and other renewable energy sources, such as wind, geothermal, and hydroelectric;
|
•
|
changes in tax, trade remedies, and other public policy, as well as changes in economic, market, and other conditions that affect the price of, and demand for, conventional energy resources, non-solar renewable energy resources (e.g., wind and hydroelectric), and energy efficiency programs and products, including increases or decreases in the prices of natural gas, coal, oil, and other fossil fuels and in the prices of competing renewable resources;
|
•
|
the extent of competition, barriers to entry, and overall conditions and timing related to the development of solar in new and emerging market segments such as commercial and industrial customers, community solar, community choice aggregators, and other customer segments;
|
•
|
availability, substance, and magnitude of support programs including federal, state, and local government subsidies, incentives, targets, and renewable portfolio standards, among other policies and programs, to accelerate the development of the solar industry;
|
•
|
performance, reliability, and availability of energy generated by PV solar power systems compared to conventional and other non-solar renewable energy sources and products, particularly conventional energy generation capable of providing 24-hour, non-intermittent baseload power;
|
•
|
the development, functionality, scale, cost, and timing of storage solutions; and
|
•
|
changes in the amount and priorities of capital expenditures by end-users of solar modules and systems (e.g., utilities), which capital expenditures tend to decrease when the economy slows or when interest rates increase, thereby resulting in redirection away from solar generation to development of competing forms of electric generation and to distribution (e.g., smart grid), transmission, and energy efficiency measures.
|
•
|
a reduction or removal of clean energy programs and initiatives and the incentives they provide may diminish the market for future solar energy off-take agreements and reduce the ability for solar project developers to compete for future solar energy off-take agreements, which may reduce incentives for such parties to develop solar projects and purchase PV solar modules;
|
•
|
any limitations on the value or availability to potential investors of tax incentives that benefit solar energy projects such as the ITC and accelerated depreciation deductions could result in such investors generating reduced revenues and economic returns and facing a reduction in the availability of affordable financing, thereby reducing demand for PV solar modules. The ITC is a U.S. federal incentive that provides an income tax credit to the owner of the project after the project is placed in service of up to 30% of eligible basis. Under the Modified Accelerated Cost-Recovery System, owners of equipment used in a solar project may claim all of their depreciation deductions with respect to such equipment over five years, even though the useful life of such equipment is generally greater than five years. In addition, in December 2017, the U.S. government enacted comprehensive tax reform legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). Under the Tax Act, qualified property placed in service after September 22, 2017 and before January 1, 2023 is generally eligible for 100% expensing, and such property placed in service after December 31, 2022 and before January 1, 2027 is generally eligible for expensing at lower percentages. However, the Tax Act also reduced the U.S. corporate income tax rate to 21% effective January 1, 2018, which could diminish the capacity of potential investors to benefit from incentives such as the ITC and reduce the value of accelerated depreciation deductions and expensing, thereby reducing the relative attractiveness of solar projects as an investment; and
|
•
|
any effort to overturn federal and state laws, regulations, or policies that are supportive of solar energy generation or that remove costs or other limitations on other types of electricity generation that compete with solar energy projects could negatively impact our ability to compete with traditional forms of electricity generation and materially and adversely affect our business.
|
•
|
difficulty in accurately prioritizing geographic markets that we can most effectively and profitably serve with our PV solar offerings, including miscalculations in overestimating or underestimating addressable market demand;
|
•
|
difficulty in competing against companies who may have greater financial resources and/or a more effective or established localized business presence and/or an ability to operate with minimal or negative operating margins for sustained periods of time;
|
•
|
difficulty in overcoming the inertia involved in changing local electricity ecosystems as necessary to accommodate large-scale PV solar deployment and integration;
|
•
|
adverse public policies in countries we operate in and/or are pursuing, including local content requirements, the imposition of trade remedies, or capital investment requirements;
|
•
|
business climates, such as that in China, that may have the effect of putting foreign companies at a disadvantage relative to domestic companies;
|
•
|
unstable economic, social, and/or operating environments in foreign jurisdictions, including social unrest, currency, inflation, and interest rate uncertainties;
|
•
|
the possibility of applying an ineffective commercial approach to targeted markets, including product offerings that may not meet market needs;
|
•
|
difficulty in generating sufficient sales volumes at economically sustainable profitability levels;
|
•
|
difficulty in timely identifying, attracting, training, and retaining qualified sales, technical, and other personnel in geographies targeted for expansion;
|
•
|
difficulty in maintaining proper controls and procedures as we expand our business operations both in terms of complexity and geographical reach, including transitioning certain business functions to low-cost geographies, with any material control failure potentially leading to reputational damage and loss of confidence in our financial reporting;
|
•
|
difficulty in competing successfully for market share in overall solar markets as a result of the success of companies participating in the global rooftop PV solar market, which is a segment in which we do not have significant historical experience;
|
•
|
difficulty in establishing and implementing a commercial and operational approach adequate to address the specific needs of the markets we are pursuing;
|
•
|
difficulty in identifying effective local partners and developing any necessary partnerships with local businesses on commercially acceptable terms; and
|
•
|
difficulty in balancing market demand and manufacturing production in an efficient and timely manner, potentially causing our manufacturing capacity to be constrained in some future periods or over-supplied in others.
|
•
|
delays and cost overruns as a result of a number of factors, many of which may be beyond our control, such as our inability to secure successful contracts with equipment vendors;
|
•
|
our custom-built equipment taking longer and costing more to manufacture than expected and not operating as designed;
|
•
|
delays or denial of required approvals by relevant government authorities;
|
•
|
being unable to hire qualified staff;
|
•
|
failure to execute our expansion or conversion plans effectively;
|
•
|
difficulty in balancing market demand and manufacturing production in an efficient and timely manner, potentially causing our manufacturing capacity to be constrained in some future periods or over-supplied in others; and
|
•
|
incurring manufacturing asset write-downs, write-offs, and other charges and costs, which may be significant, during those periods in which we idle, slow down, shut down, convert, or otherwise adjust our manufacturing capacity.
|
•
|
difficulty in enforcing agreements in foreign legal systems;
|
•
|
difficulty in forming appropriate legal entities to conduct business in foreign countries and the associated costs of forming and maintaining those legal entities;
|
•
|
varying degrees of protection afforded to foreign investments in the countries in which we operate and irregular interpretations and enforcement of laws and regulations in such jurisdictions;
|
•
|
foreign countries may impose additional income and withholding taxes or otherwise tax our foreign operations, impose tariffs, or adopt other restrictions on foreign trade and investment, including currency exchange controls;
|
•
|
fluctuations in exchange rates may affect demand for our products and services and may adversely affect our profitability and cash flows in U.S. dollars to the extent that our net sales or our costs are denominated in a foreign currency and the cost associated with hedging the U.S. dollar equivalent of such exposures is prohibitive; the longer the duration of such foreign currency exposure, the greater the risk;
|
•
|
anti-corruption compliance issues, including the costs related to the mitigation of such risk;
|
•
|
risk of nationalization or other expropriation of private enterprises;
|
•
|
changes in general economic and political conditions in the countries in which we operate, including changes in government incentive provisions;
|
•
|
unexpected adverse changes in U.S. or foreign laws or regulatory requirements, including those with respect to environmental protection, import or export duties, and quotas;
|
•
|
opaque approval processes in which the lack of transparency may cause delays and increase the uncertainty of project approvals;
|
•
|
difficulty in staffing and managing widespread operations;
|
•
|
difficulty in repatriating earnings;
|
•
|
difficulty in negotiating a successful collective bargaining agreement in applicable foreign jurisdictions;
|
•
|
trade barriers such as export requirements, tariffs, taxes, local content requirements, anti-dumping regulations and requirements, and other restrictions and expenses, which could increase the effective price of our solar modules and make us less competitive in some countries; and
|
•
|
difficulty of, and costs relating to, compliance with the different commercial and legal requirements of the overseas countries in which we offer and sell our solar modules.
|
•
|
obtaining financeable land rights, including land rights for the project site, transmission lines, and environmental mitigation;
|
•
|
entering into financeable arrangements for the purchase of the electrical output and renewable energy attributes generated by the project;
|
•
|
receipt from governmental agencies of required environmental, land-use, and construction and operation permits and approvals;
|
•
|
receipt of tribal government approvals for projects on tribal land;
|
•
|
receipt of governmental approvals related to the presence of any protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources;
|
•
|
negotiation of development agreements, public benefit agreements, and other agreements to compensate local governments for project impacts;
|
•
|
negotiation of state and local tax abatement and incentive agreements;
|
•
|
receipt of rights to interconnect the project to the electric grid or to transmit energy;
|
•
|
negotiation of satisfactory EPC agreements;
|
•
|
securing necessary rights of way for access and transmission lines;
|
•
|
securing necessary water rights for project construction and operation;
|
•
|
securing appropriate title coverage, including coverage for mineral rights, mechanics’ liens, etc.;
|
•
|
obtaining financing, including debt, equity, and funds associated with the monetization of tax credits and other tax benefits;
|
•
|
payment of PPA, interconnection, and other deposits (some of which are non-refundable);
|
•
|
providing required payment and performance security for the development of the project, such as through the provision of letters of credit; and
|
•
|
timely implementation and satisfactory completion of construction.
|
•
|
delays in obtaining and maintaining required governmental permits and approvals, including appeals of approvals obtained;
|
•
|
potential permit and litigation challenges from project stakeholders, including local residents, environmental organizations, labor organizations, tribes, and others who may oppose the project;
|
•
|
in connection with any such permit and litigation challenges, grants of injunctive relief to stop development and/or construction of a project;
|
•
|
discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites;
|
•
|
discovery of unknown title defects;
|
•
|
discovery of unknown environmental conditions;
|
•
|
unforeseen engineering problems;
|
•
|
construction delays and contractor performance shortfalls;
|
•
|
work stoppages;
|
•
|
cost over-runs;
|
•
|
labor, equipment, and material supply shortages, failures, or disruptions;
|
•
|
cost or schedule impacts arising from changes in federal, state, or local land-use or regulatory policies;
|
•
|
changes in electric utility procurement practices;
|
•
|
risks arising from transmission grid congestion issues;
|
•
|
project delays that could adversely impact our ability to maintain interconnection rights;
|
•
|
additional complexities when conducting project development or construction activities in foreign jurisdictions (either on a stand-alone basis or in collaboration with local business partners), including operating in accordance with the U.S. Foreign Corrupt Practices Act (the “FCPA”) and applicable local laws and customs;
|
•
|
unfavorable tax treatment or adverse changes to tax policy;
|
•
|
adverse weather conditions;
|
•
|
water shortages;
|
•
|
adverse environmental and geological conditions; and
|
•
|
force majeure and other events out of our control.
|
•
|
difficulty in assimilating the operations and personnel of the acquired or partner company;
|
•
|
difficulty in effectively integrating the acquired products or technologies with our current products or technologies;
|
•
|
difficulty in achieving profitable commercial scale from acquired technologies;
|
•
|
difficulty in maintaining controls, procedures, and policies during the transition and integration;
|
•
|
disruption of our ongoing business and distraction of our management and associates from other opportunities and challenges due to integration issues;
|
•
|
difficulty integrating the acquired or partner company’s accounting, management information, and other administrative systems;
|
•
|
difficulty managing joint ventures with our partners, potential litigation with joint venture partners, and reliance upon joint ventures that we do not control;
|
•
|
inability to retain key technical and managerial personnel of the acquired business;
|
•
|
inability to retain key customers, vendors, and other business partners of the acquired business;
|
•
|
inability to achieve the financial and strategic goals for the acquired and combined businesses, as a result of insufficient capital resources or otherwise;
|
•
|
incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;
|
•
|
potential impairment of our relationships with our associates, customers, partners, distributors, or third-party providers of products or technologies;
|
•
|
potential failure of the due diligence processes to identify significant issues with product quality, legal and financial liabilities, among other things;
|
•
|
potential inability to assert that internal controls over financial reporting are effective;
|
•
|
potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions; and
|
•
|
potential delay in customer purchasing decisions due to uncertainty about the direction of our product offerings.
|
•
|
incur additional debt, assume obligations in connection with letters of credit, or issue guarantees;
|
•
|
create liens;
|
•
|
enter into certain transactions with our affiliates;
|
•
|
sell certain assets; and
|
•
|
declare or pay dividends, make other distributions to stockholders, or make other restricted payments.
|
Nature
|
|
Primary Segment(s) Using Property
|
|
Location
|
|
Held
|
Corporate headquarters
|
|
Modules & Systems
|
|
Tempe, Arizona, United States
|
|
Lease
|
Manufacturing plant, R&D facility, and administrative offices (1)
|
|
Modules
|
|
Perrysburg, Ohio, United States
|
|
Own
|
Administrative offices
|
|
Systems
|
|
San Francisco, California, United States
|
|
Lease
|
R&D facility
|
|
Modules & Systems
|
|
Santa Clara, California, United States
|
|
Lease
|
Manufacturing plant and administrative offices
|
|
Modules
|
|
Kulim, Kedah, Malaysia
|
|
Lease land, own buildings
|
Administrative offices
|
|
Modules & Systems
|
|
Georgetown, Penang, Malaysia
|
|
Lease
|
Manufacturing plant
|
|
Modules
|
|
Ho Chi Minh City, Vietnam
|
|
Lease land, own buildings
|
Manufacturing plant (2)
|
|
Modules
|
|
Frankfurt/Oder, Germany
|
|
Own
|
(1)
|
Includes our manufacturing plant located in Lake Township, Ohio, a short distance from our plant in Perrysburg, Ohio.
|
(2)
|
In December 2012, we ceased manufacturing at our German plant. Since its closure, we have continued to market such property for sale.
|
*
|
$100 invested on December 31, 2013 in stock or index, including reinvestment of dividends. Index calculated on a month-end basis.
|
**
|
In May 2018, the Guggenheim Solar ETF was reorganized into the Invesco Solar ETF subsequent to Invesco Ltd.’s acquisition of Guggenheim Capital LLC’s exchange-traded funds business. The ticker symbol and index did not change as a result of the reorganization.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Net sales
|
|
$
|
2,244,044
|
|
|
$
|
2,941,324
|
|
|
$
|
2,904,563
|
|
|
$
|
4,112,650
|
|
|
$
|
3,391,187
|
|
Gross profit
|
|
392,177
|
|
|
548,947
|
|
|
638,418
|
|
|
1,132,762
|
|
|
824,941
|
|
|||||
Operating income (loss)
|
|
40,113
|
|
|
177,851
|
|
|
(568,151
|
)
|
|
730,159
|
|
|
421,999
|
|
|||||
Net income (loss)
|
|
144,326
|
|
|
(165,615
|
)
|
|
(416,112
|
)
|
|
593,406
|
|
|
395,964
|
|
|||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
1.38
|
|
|
$
|
(1.59
|
)
|
|
$
|
(4.05
|
)
|
|
$
|
5.88
|
|
|
$
|
3.96
|
|
Diluted
|
|
$
|
1.36
|
|
|
$
|
(1.59
|
)
|
|
$
|
(4.05
|
)
|
|
$
|
5.83
|
|
|
$
|
3.90
|
|
Cash dividends declared per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(326,809
|
)
|
|
$
|
1,340,677
|
|
|
$
|
206,753
|
|
|
$
|
(325,209
|
)
|
|
$
|
735,516
|
|
Net cash (used in) provided by investing activities
|
|
(682,714
|
)
|
|
(626,802
|
)
|
|
144,520
|
|
|
(156,177
|
)
|
|
(387,818
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
255,228
|
|
|
192,045
|
|
|
(136,393
|
)
|
|
101,207
|
|
|
(46,907
|
)
|
|
|
December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
|
$
|
1,403,562
|
|
|
$
|
2,268,534
|
|
|
$
|
1,347,155
|
|
|
$
|
1,126,826
|
|
|
$
|
1,482,054
|
|
Marketable securities
|
|
1,143,704
|
|
|
720,379
|
|
|
607,991
|
|
|
703,454
|
|
|
509,032
|
|
|||||
Total assets
|
|
7,121,362
|
|
|
6,864,501
|
|
|
6,824,368
|
|
|
7,360,392
|
|
|
6,720,991
|
|
|||||
Total long-term debt
|
|
466,791
|
|
|
393,540
|
|
|
188,388
|
|
|
289,415
|
|
|
213,473
|
|
|||||
Total liabilities
|
|
1,908,959
|
|
|
1,765,804
|
|
|
1,606,019
|
|
|
1,741,996
|
|
|
1,729,504
|
|
|||||
Total stockholders’ equity
|
|
5,212,403
|
|
|
5,098,697
|
|
|
5,218,349
|
|
|
5,618,396
|
|
|
4,991,487
|
|
•
|
Net sales for
2018
decreased
by
24%
to
$2.2 billion
compared to
$2.9 billion
in
2017
. The
decrease
in net sales was primarily attributable to the sale of the Moapa and Switch Station projects in
2017
, which were substantially complete when we entered into the associated sales contracts with the customers, the sale of the California Flats project in 2017 relative to revenue recognized on the project in
2018
from ongoing construction activities, and a decrease in third-party module sales, partially offset by the sale of the Willow Springs, Rosamond, Mashiko, Manildra, and certain India projects in
2018
, and the completion of substantially all construction activities on the Balm Solar, Payne Creek, and Grange Hall projects in
2018
.
|
•
|
Gross profit
decreased
1.2 percentage points
to
17.5%
during
2018
from
18.7%
during
2017
primarily due to higher under-utilization and certain other charges associated with the initial ramp of Series 6 manufacturing lines and a reduction to our product warranty liability in
2017
due to lower legacy module replacement costs, partially offset by the mix of higher gross profit projects sold during the period and the settlement of a tax examination with the state of California, which affected our estimates of sales and use taxes due for certain projects.
|
•
|
During
2018
, we commenced commercial production of Series 6 modules at our manufacturing facilities in Perrysburg, Ohio; Kulim, Malaysia; and Ho Chi Minh City, Vietnam, bringing our total installed annual nameplate production capacity across all our facilities to
5.0 GW
DC
. In early 2019, we commenced commercial production at our second manufacturing facility in Ho Chi Minh City, Vietnam.
|
•
|
We produced
2.7 GW
DC
of solar modules during
2018
, which represented an
18%
increase
from
2017
. The
increase
in production was primarily driven by the incremental Series 6 production capacity added in
2018
, partially offset by the ramp down of certain Series 4 production lines. We expect to produce between
5.2 GW
DC
and
5.5 GW
DC
of solar modules during 2019, including approximately
2 GW
DC
of Series 4 modules.
|
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 December 31, 2018
|
|
Phoebe, Texas
|
|
250
|
|
|
Shell Energy North America
|
|
Innergix Renewable Energy
|
|
2019
|
|
12%
|
GA Solar 4, Georgia (1)
|
|
200
|
|
|
Georgia Power Company
|
|
Origis Energy USA
|
|
2020
|
|
11%
|
Rosamond, California
|
|
150
|
|
|
SCE
|
|
Clearway Energy Group
|
|
2019
|
|
57%
|
Willow Springs, California
|
|
100
|
|
|
SCE
|
|
D.E. Shaw Renewable Investments
|
|
2019
|
|
96%
|
Beryl, Australia
|
|
87
|
|
|
(2)
|
|
New Energy Solar
|
|
2019
|
|
—%
|
Grange Hall, Florida
|
|
61
|
|
|
(3)
|
|
Tampa Electric Company
|
|
2019
|
|
98%
|
Peace Creek, Florida
|
|
55
|
|
|
(3)
|
|
Tampa Electric Company
|
|
2019
|
|
70%
|
Troy Solar, Indiana
|
|
51
|
|
|
(3)
|
|
Southern Indiana Gas and Electric Company
|
|
2020
|
|
—%
|
Lake Hancock, Florida
|
|
50
|
|
|
(3)
|
|
Tampa Electric Company
|
|
2019
|
|
34%
|
Total
|
|
1,004
|
|
|
|
|
|
|
|
|
|
Project/Location
|
|
Project Size in MW
AC
|
|
PPA Contracted Partner
|
|
Fully Permitted
|
|
Expected or Actual Substantial Completion Year
|
|
% Complete as of December 31, 2018
|
|
Muscle Shoals, Alabama
|
|
227
|
|
|
Tennessee Valley Authority
|
|
No
|
|
2021
|
|
2%
|
Little Bear, California
|
|
160
|
|
|
Marin Clean Energy
|
|
No
|
|
2020
|
|
5%
|
Sun Streams, Arizona
|
|
150
|
|
|
SCE
|
|
Yes
|
|
2019
|
|
14%
|
Southwestern U.S.
|
|
150
|
|
|
(4)
|
|
Yes
|
|
2020/2021
|
|
4%
|
Luz del Norte, Chile
|
|
141
|
|
|
(5)
|
|
Yes
|
|
2016
|
|
100%
|
American Kings Solar, California
|
|
123
|
|
|
SCE
|
|
No
|
|
2020
|
|
16%
|
Cove Mountain Solar 2, Utah
|
|
122
|
|
|
PacifiCorp
|
|
No
|
|
2020
|
|
1%
|
Sunshine Valley, Nevada
|
|
100
|
|
|
SCE
|
|
Yes
|
|
2019
|
|
4%
|
Willow Springs 3, California
|
|
75
|
|
|
PG&E
|
|
Yes
|
|
2021
|
|
8%
|
Seabrook, South Carolina
|
|
73
|
|
|
South Carolina Electric and Gas Company
|
|
No
|
|
2019
|
|
3%
|
Sun Streams PVS, Arizona
|
|
65
|
|
|
APS
|
|
No
|
|
2020
|
|
2%
|
Ishikawa, Japan
|
|
59
|
|
|
Hokuriku Electric Power Company
|
|
Yes
|
|
2018
|
|
100%
|
Cove Mountain Solar 1, Utah
|
|
58
|
|
|
PacifiCorp
|
|
No
|
|
2020
|
|
1%
|
Japan (multiple locations)
|
|
44
|
|
|
(6)
|
|
No
|
|
2019/2020
|
|
9%
|
Miyagi, Japan
|
|
40
|
|
|
Tohoku Electric Power Company
|
|
Yes
|
|
2021
|
|
17%
|
India (multiple locations)
|
|
40
|
|
|
(7)
|
|
Yes
|
|
2017
|
|
100%
|
Total
|
|
1,627
|
|
|
|
|
|
|
|
|
|
(1)
|
Previously known as the Twiggs County Solar project
|
(2)
|
Approximately 55 MW
AC
of the plant’s capacity is contracted with Transport for NSW
|
(3)
|
Utility-owned generation
|
(4)
|
Contracted but not specified
|
(5)
|
Approximately 70 MW
AC
of the plant’s capacity is contracted under various PPAs
|
(6)
|
Tokyo Electric Power Company – 27 MW
AC
and Hokuriku Electric Power Company – 17 MW
AC
|
(7)
|
Gulbarga Electricity Supply Co. – 20 MW
AC
and Chamundeshwari Electricity Supply Co. – 20 MW
AC
|
|
|
Years Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
82.5
|
%
|
|
81.3
|
%
|
|
78.0
|
%
|
Gross profit
|
|
17.5
|
%
|
|
18.7
|
%
|
|
22.0
|
%
|
Selling, general and administrative
|
|
7.9
|
%
|
|
6.9
|
%
|
|
9.0
|
%
|
Research and development
|
|
3.8
|
%
|
|
3.0
|
%
|
|
4.3
|
%
|
Production start-up
|
|
4.0
|
%
|
|
1.4
|
%
|
|
—
|
%
|
Restructuring and asset impairments
|
|
—
|
%
|
|
1.3
|
%
|
|
25.6
|
%
|
Goodwill impairment
|
|
—
|
%
|
|
—
|
%
|
|
2.6
|
%
|
Operating income (loss)
|
|
1.8
|
%
|
|
6.0
|
%
|
|
(19.6
|
)%
|
Foreign currency loss, net
|
|
—
|
%
|
|
(0.3
|
)%
|
|
(0.5
|
)%
|
Interest income
|
|
2.7
|
%
|
|
1.2
|
%
|
|
0.9
|
%
|
Interest expense, net
|
|
(1.2
|
)%
|
|
(0.9
|
)%
|
|
(0.7
|
)%
|
Other income, net
|
|
1.8
|
%
|
|
0.8
|
%
|
|
1.4
|
%
|
Income tax expense
|
|
(0.2
|
)%
|
|
(12.6
|
)%
|
|
(0.8
|
)%
|
Equity in earnings, net of tax
|
|
1.5
|
%
|
|
0.1
|
%
|
|
5.0
|
%
|
Net income (loss)
|
|
6.4
|
%
|
|
(5.6
|
)%
|
|
(14.3
|
)%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Modules
|
|
$
|
502,001
|
|
|
$
|
806,398
|
|
|
$
|
675,452
|
|
|
$
|
(304,397
|
)
|
|
(38
|
)%
|
|
$
|
130,946
|
|
|
19
|
%
|
Systems
|
|
1,742,043
|
|
|
2,134,926
|
|
|
2,229,111
|
|
|
(392,883
|
)
|
|
(18
|
)%
|
|
(94,185
|
)
|
|
(4
|
)%
|
|||||
Net sales
|
|
$
|
2,244,044
|
|
|
$
|
2,941,324
|
|
|
$
|
2,904,563
|
|
|
$
|
(697,280
|
)
|
|
(24
|
)%
|
|
$
|
36,761
|
|
|
1
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Modules
|
|
$
|
552,468
|
|
|
$
|
694,060
|
|
|
$
|
564,942
|
|
|
$
|
(141,592
|
)
|
|
(20
|
)%
|
|
$
|
129,118
|
|
|
23
|
%
|
Systems
|
|
1,299,399
|
|
|
1,698,317
|
|
|
1,701,203
|
|
|
(398,918
|
)
|
|
(23
|
)%
|
|
(2,886
|
)
|
|
—
|
%
|
|||||
Cost of sales
|
|
$
|
1,851,867
|
|
|
$
|
2,392,377
|
|
|
$
|
2,266,145
|
|
|
$
|
(540,510
|
)
|
|
(23
|
)%
|
|
$
|
126,232
|
|
|
6
|
%
|
% of net sales
|
|
82.5
|
%
|
|
81.3
|
%
|
|
78.0
|
%
|
|
|
|
|
|
|
|
|
|
•
|
lower costs of
$241.4 million
from a
decrease
in the volume of modules sold;
|
•
|
a reduction in our module collection and recycling liability of
$25.4 million
in
2018
due to higher by-product credits for glass, lower capital costs, and adjustments to certain valuation assumptions; and
|
•
|
continued cost reductions in the cost per watt of our solar modules, which
decreased
cost of sales by
$22.6 million
; partially offset by
|
•
|
higher under-utilization and certain other charges associated with the initial ramp of certain Series 6 manufacturing lines, which
increased
cost of sales by
$113.0 million
;
|
•
|
a reduction to our product warranty liability of
$31.3 million
in
2017
due to lower legacy module replacement costs; and
|
•
|
a reduction in our module collection and recycling liability of
$13.5 million
in
2017
from updates to several valuation assumptions, including a decrease in certain inflation rates.
|
•
|
higher costs of
$366.2 million
from the increased volume of modules sold directly to third parties; partially offset by
|
•
|
continued cost reductions in the cost per watt of our solar modules, which decreased cost of sales by
$182.4 million
;
|
•
|
the reduction in our product warranty liability of
$31.3 million
in
2017
described above;
|
•
|
the reduction in our module collection and recycling liability of
$13.5 million
in
2017
described above; and
|
•
|
lower inventory write-downs of
$9.2 million
.
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Gross profit
|
|
$
|
392,177
|
|
|
$
|
548,947
|
|
|
$
|
638,418
|
|
|
$
|
(156,770
|
)
|
|
(29
|
)%
|
|
$
|
(89,471
|
)
|
|
(14
|
)%
|
% of net sales
|
|
17.5
|
%
|
|
18.7
|
%
|
|
22.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Selling, general and administrative
|
|
$
|
176,857
|
|
|
$
|
202,699
|
|
|
$
|
261,994
|
|
|
$
|
(25,842
|
)
|
|
(13
|
)%
|
|
$
|
(59,295
|
)
|
|
(23
|
)%
|
% of net sales
|
|
7.9
|
%
|
|
6.9
|
%
|
|
9.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Research and development
|
|
$
|
84,472
|
|
|
$
|
88,573
|
|
|
$
|
124,762
|
|
|
$
|
(4,101
|
)
|
|
(5
|
)%
|
|
$
|
(36,189
|
)
|
|
(29
|
)%
|
% of net sales
|
|
3.8
|
%
|
|
3.0
|
%
|
|
4.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Production start-up
|
|
$
|
90,735
|
|
|
$
|
42,643
|
|
|
$
|
1,021
|
|
|
$
|
48,092
|
|
|
113
|
%
|
|
$
|
41,622
|
|
|
4,077
|
%
|
% of net sales
|
|
4.0
|
%
|
|
1.4
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Restructuring and asset impairments
|
|
$
|
—
|
|
|
$
|
37,181
|
|
|
$
|
743,862
|
|
|
$
|
(37,181
|
)
|
|
(100
|
)%
|
|
$
|
(706,681
|
)
|
|
(95
|
)%
|
% of net sales
|
|
—
|
%
|
|
1.3
|
%
|
|
25.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Goodwill impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74,930
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(74,930
|
)
|
|
(100
|
)%
|
% of net sales
|
|
—
|
%
|
|
—
|
%
|
|
2.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Foreign currency loss, net
|
|
$
|
(570
|
)
|
|
$
|
(9,640
|
)
|
|
$
|
(14,007
|
)
|
|
$
|
9,070
|
|
|
(94
|
)%
|
|
$
|
4,367
|
|
|
(31
|
)%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Interest income
|
|
$
|
59,788
|
|
|
$
|
35,704
|
|
|
$
|
25,193
|
|
|
$
|
24,084
|
|
|
67
|
%
|
|
$
|
10,511
|
|
|
42
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Interest expense, net
|
|
$
|
(25,921
|
)
|
|
$
|
(25,765
|
)
|
|
$
|
(20,538
|
)
|
|
$
|
(156
|
)
|
|
1
|
%
|
|
$
|
(5,227
|
)
|
|
25
|
%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Other income, net
|
|
$
|
39,737
|
|
|
$
|
23,965
|
|
|
$
|
40,252
|
|
|
$
|
15,772
|
|
|
66
|
%
|
|
$
|
(16,287
|
)
|
|
(40
|
)%
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Income tax expense
|
|
$
|
(3,441
|
)
|
|
$
|
(371,996
|
)
|
|
$
|
(23,167
|
)
|
|
$
|
368,555
|
|
|
(99
|
)%
|
|
$
|
(348,829
|
)
|
|
1,506
|
%
|
Effective tax rate
|
|
3.0
|
%
|
|
184.1
|
%
|
|
(4.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 over 2017
|
|
2017 over 2016
|
||||||||||||||||
Equity in earnings, net of tax
|
|
$
|
34,620
|
|
|
$
|
4,266
|
|
|
$
|
144,306
|
|
|
$
|
30,354
|
|
|
712
|
%
|
|
$
|
(140,040
|
)
|
|
(97
|
)%
|
•
|
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
$2.0 billion
, including
$1.1 billion
of capital expenditures already made as of
December 31, 2018
. These capital investments are expected to provide an annual Series 6 manufacturing capacity of approximately
6.6 GW
DC
once completed. During
2019
, we expect to spend
$650 million
to
$750 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, and increase our solar module wattage.
|
•
|
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. For example, we have entered into long-term supply agreements for the purchase of certain specified minimum volumes of substrate glass and cover glass for our PV solar modules. Our actual purchases under these supply agreements are expected to be approximately $2.4 billion of substrate glass and $500 million of cover glass. We have the right to terminate these agreements upon payment of specified termination penalties (which are up to $430 million in the aggregate and decline over time during the respective supply periods).
|
•
|
The balance of our solar module inventories and BoS parts was
$309.3 million
as of
December 31, 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 significant working capital over the next several years to advance the construction of various U.S. systems projects or procure the associated BoS parts by specified dates for such projects to qualify for certain federal investment tax credits. Among other requirements, such credits require projects to commence construction in 2019, which may be achieved by certain qualifying procurement activities, to receive a 30% investment tax credit. The credit will step down to 26% for projects that commence construction in 2020, 22% for projects that commence construction in 2021, and 10% for projects that commence construction thereafter.
|
•
|
We may also commit working capital 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.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash (used in) provided by operating activities
|
|
$
|
(326,809
|
)
|
|
$
|
1,340,677
|
|
|
$
|
206,753
|
|
Net cash (used in) provided by investing activities
|
|
(682,714
|
)
|
|
(626,802
|
)
|
|
144,520
|
|
|||
Net cash provided by (used in) financing activities
|
|
255,228
|
|
|
192,045
|
|
|
(136,393
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(13,558
|
)
|
|
8,866
|
|
|
(6,306
|
)
|
|||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
|
$
|
(767,853
|
)
|
|
$
|
914,786
|
|
|
$
|
208,574
|
|
|
|
|
|
Payments Due by Year
|
||||||||||||||||
|
|
Total
|
|
Less Than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More Than
5 Years
|
||||||||||
Long-term debt obligations
|
|
$
|
479,157
|
|
|
$
|
5,673
|
|
|
$
|
92,949
|
|
|
$
|
83,841
|
|
|
$
|
296,694
|
|
Interest payments (1)
|
|
190,760
|
|
|
20,091
|
|
|
36,678
|
|
|
30,403
|
|
|
103,588
|
|
|||||
Operating lease obligations
|
|
146,814
|
|
|
13,839
|
|
|
17,340
|
|
|
15,573
|
|
|
100,062
|
|
|||||
Purchase obligations (2)
|
|
1,388,726
|
|
|
875,653
|
|
|
186,218
|
|
|
164,807
|
|
|
162,048
|
|
|||||
Recycling obligations
|
|
134,442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134,442
|
|
|||||
Contingent consideration (3)
|
|
2,915
|
|
|
665
|
|
|
2,250
|
|
|
—
|
|
|
—
|
|
|||||
Transition tax obligations (4)
|
|
81,186
|
|
|
4,170
|
|
|
14,670
|
|
|
21,088
|
|
|
41,258
|
|
|||||
Other obligations (5)
|
|
20,699
|
|
|
4,565
|
|
|
9,138
|
|
|
6,996
|
|
|
—
|
|
|||||
Total
|
|
$
|
2,444,699
|
|
|
$
|
924,656
|
|
|
$
|
359,243
|
|
|
$
|
322,708
|
|
|
$
|
838,092
|
|
(1)
|
Includes estimated cash interest to be paid over the remaining terms of the underlying debt. Interest payments are based on fixed and floating rates as of
December 31, 2018
.
|
(2)
|
Purchase obligations represent agreements to purchase goods or services, including open purchase orders and contracts with fixed volume commitments, that are noncancelable or cancelable with a significant penalty. Purchase obligations for our long-term supply agreements for the purchase of substrate glass and cover glass represent specified termination penalties, which are up to $430 million in the aggregate under the agreements. Our actual purchases under these supply agreements are expected to be approximately $2.4 billion of substrate glass and $500 million of cover glass.
|
(3)
|
In connection with business or project acquisitions, we may agree to pay additional amounts to the selling parties upon achievement of certain milestones.
See Note 15. “Commitments and Contingencies”
to our consolidated financial statements for further information.
|
(4)
|
Transition tax obligations represent estimated payments for U.S. federal taxes associated with accumulated earnings and profits of our foreign corporate subsidiaries.
See Note 19. “Income Taxes”
to our consolidated financial statements for further information.
|
(5)
|
Includes expected letter of credit fees and unused revolver fees.
|
|
|
Quarters Ended
|
||||||||||||||||||||||||||||||
|
|
Dec 31,
2018 |
|
Sep 30,
2018 |
|
Jun 30,
2018 |
|
Mar 31,
2018 |
|
Dec 31, 2017
|
|
Sep 30,
2017 |
|
Jun 30,
2017 |
|
Mar 31,
2017 |
||||||||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Net sales
|
|
$
|
691,241
|
|
|
$
|
676,220
|
|
|
$
|
309,318
|
|
|
$
|
567,265
|
|
|
$
|
339,181
|
|
|
$
|
1,087,026
|
|
|
$
|
623,326
|
|
|
$
|
891,791
|
|
Gross profit (loss)
|
|
98,310
|
|
|
129,127
|
|
|
(8,058
|
)
|
|
172,798
|
|
|
62,070
|
|
|
291,800
|
|
|
110,893
|
|
|
84,184
|
|
||||||||
Production start-up
|
|
14,576
|
|
|
14,723
|
|
|
24,352
|
|
|
37,084
|
|
|
20,488
|
|
|
12,624
|
|
|
8,381
|
|
|
1,150
|
|
||||||||
Restructuring and asset impairments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,927
|
)
|
|
791
|
|
|
18,286
|
|
|
20,031
|
|
||||||||
Operating income (loss)
|
|
11,008
|
|
|
58,475
|
|
|
(103,634
|
)
|
|
74,264
|
|
|
(35,071
|
)
|
|
206,989
|
|
|
13,928
|
|
|
(7,995
|
)
|
||||||||
Net income (loss)
|
|
52,116
|
|
|
57,750
|
|
|
(48,491
|
)
|
|
82,951
|
|
|
(432,454
|
)
|
|
205,747
|
|
|
51,963
|
|
|
9,129
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic
|
|
$
|
0.50
|
|
|
$
|
0.55
|
|
|
$
|
(0.46
|
)
|
|
$
|
0.79
|
|
|
$
|
(4.14
|
)
|
|
$
|
1.97
|
|
|
$
|
0.50
|
|
|
$
|
0.09
|
|
Diluted
|
|
$
|
0.49
|
|
|
$
|
0.54
|
|
|
$
|
(0.46
|
)
|
|
$
|
0.78
|
|
|
$
|
(4.14
|
)
|
|
$
|
1.95
|
|
|
$
|
0.50
|
|
|
$
|
0.09
|
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights
(a)(1) |
|
Weighted-Average Exercise Price of Outstanding Options and Rights
(b)(2) |
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(c)(3) |
||||
Equity compensation plans approved by stockholders
|
|
2,474,287
|
|
|
$
|
—
|
|
|
3,540,439
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2,474,287
|
|
|
$
|
—
|
|
|
3,540,439
|
|
(1)
|
Includes
2,474,287
shares issuable upon vesting of restricted stock units (“RSUs”) granted under our 2010 and 2015 Omnibus Incentive Compensation Plans.
|
(2)
|
The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs, which have no exercise price.
|
(3)
|
Includes
579,566
shares of common stock reserved for future issuance under our stock purchase plan for employees.
|
(a)
|
Documents.
The following documents are filed as part of this Annual Report on Form 10-K:
|
(b)
|
Exhibits.
Unless otherwise noted, the exhibits listed on the accompanying Index to Exhibits are filed with or incorporated by reference into this Annual Report on Form 10-K.
|
(c)
|
Financial Statement Schedules.
All financial statement schedules have been omitted as the required information is not applicable or is not material to require presentation of the schedule, or because the information required is included in the consolidated financial statements and notes thereto of this Annual Report on Form 10-K.
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,403,562
|
|
|
$
|
2,268,534
|
|
Marketable securities
|
|
1,143,704
|
|
|
720,379
|
|
||
Accounts receivable trade, net
|
|
128,282
|
|
|
211,797
|
|
||
Accounts receivable, unbilled and retainage
|
|
458,166
|
|
|
174,608
|
|
||
Inventories
|
|
387,912
|
|
|
172,370
|
|
||
Balance of systems parts
|
|
56,906
|
|
|
28,840
|
|
||
Project assets
|
|
37,930
|
|
|
77,931
|
|
||
Notes receivable, affiliate
|
|
—
|
|
|
20,411
|
|
||
Prepaid expenses and other current assets
|
|
243,061
|
|
|
157,902
|
|
||
Total current assets
|
|
3,859,523
|
|
|
3,832,772
|
|
||
Property, plant and equipment, net
|
|
1,756,211
|
|
|
1,154,537
|
|
||
PV solar power systems, net
|
|
308,640
|
|
|
417,108
|
|
||
Project assets
|
|
460,499
|
|
|
424,786
|
|
||
Deferred tax assets, net
|
|
77,682
|
|
|
51,417
|
|
||
Restricted cash and investments
|
|
318,390
|
|
|
424,783
|
|
||
Equity method investments
|
|
3,186
|
|
|
217,230
|
|
||
Goodwill
|
|
14,462
|
|
|
14,462
|
|
||
Intangible assets, net
|
|
74,162
|
|
|
80,227
|
|
||
Inventories
|
|
130,083
|
|
|
113,277
|
|
||
Notes receivable, affiliates
|
|
22,832
|
|
|
48,370
|
|
||
Other assets
|
|
95,692
|
|
|
85,532
|
|
||
Total assets
|
|
$
|
7,121,362
|
|
|
$
|
6,864,501
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
233,287
|
|
|
$
|
120,220
|
|
Income taxes payable
|
|
20,885
|
|
|
19,581
|
|
||
Accrued expenses
|
|
441,580
|
|
|
366,827
|
|
||
Current portion of long-term debt
|
|
5,570
|
|
|
13,075
|
|
||
Deferred revenue
|
|
129,755
|
|
|
81,816
|
|
||
Other current liabilities
|
|
14,380
|
|
|
48,757
|
|
||
Total current liabilities
|
|
845,457
|
|
|
650,276
|
|
||
Accrued solar module collection and recycling liability
|
|
134,442
|
|
|
166,609
|
|
||
Long-term debt
|
|
461,221
|
|
|
380,465
|
|
||
Other liabilities
|
|
467,839
|
|
|
568,454
|
|
||
Total liabilities
|
|
1,908,959
|
|
|
1,765,804
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 104,885,261 and 104,468,460 shares issued and outstanding at December 31, 2018 and 2017, respectively
|
|
105
|
|
|
104
|
|
||
Additional paid-in capital
|
|
2,825,211
|
|
|
2,799,107
|
|
||
Accumulated earnings
|
|
2,441,553
|
|
|
2,297,227
|
|
||
Accumulated other comprehensive (loss) income
|
|
(54,466
|
)
|
|
2,259
|
|
||
Total stockholders’ equity
|
|
5,212,403
|
|
|
5,098,697
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
7,121,362
|
|
|
$
|
6,864,501
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
$
|
2,244,044
|
|
|
$
|
2,941,324
|
|
|
$
|
2,904,563
|
|
Cost of sales
|
|
1,851,867
|
|
|
2,392,377
|
|
|
2,266,145
|
|
|||
Gross profit
|
|
392,177
|
|
|
548,947
|
|
|
638,418
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
176,857
|
|
|
202,699
|
|
|
261,994
|
|
|||
Research and development
|
|
84,472
|
|
|
88,573
|
|
|
124,762
|
|
|||
Production start-up
|
|
90,735
|
|
|
42,643
|
|
|
1,021
|
|
|||
Restructuring and asset impairments
|
|
—
|
|
|
37,181
|
|
|
743,862
|
|
|||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
74,930
|
|
|||
Total operating expenses
|
|
352,064
|
|
|
371,096
|
|
|
1,206,569
|
|
|||
Operating income (loss)
|
|
40,113
|
|
|
177,851
|
|
|
(568,151
|
)
|
|||
Foreign currency loss, net
|
|
(570
|
)
|
|
(9,640
|
)
|
|
(14,007
|
)
|
|||
Interest income
|
|
59,788
|
|
|
35,704
|
|
|
25,193
|
|
|||
Interest expense, net
|
|
(25,921
|
)
|
|
(25,765
|
)
|
|
(20,538
|
)
|
|||
Other income, net
|
|
39,737
|
|
|
23,965
|
|
|
40,252
|
|
|||
Income (loss) before taxes and equity in earnings
|
|
113,147
|
|
|
202,115
|
|
|
(537,251
|
)
|
|||
Income tax expense
|
|
(3,441
|
)
|
|
(371,996
|
)
|
|
(23,167
|
)
|
|||
Equity in earnings, net of tax
|
|
34,620
|
|
|
4,266
|
|
|
144,306
|
|
|||
Net income (loss)
|
|
$
|
144,326
|
|
|
$
|
(165,615
|
)
|
|
$
|
(416,112
|
)
|
|
|
|
|
|
|
|
||||||
Net income (loss) per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.38
|
|
|
$
|
(1.59
|
)
|
|
$
|
(4.05
|
)
|
Diluted
|
|
$
|
1.36
|
|
|
$
|
(1.59
|
)
|
|
$
|
(4.05
|
)
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
||||||
Basic
|
|
104,745
|
|
|
104,328
|
|
|
102,866
|
|
|||
Diluted
|
|
106,113
|
|
|
104,328
|
|
|
102,866
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
|
$
|
144,326
|
|
|
$
|
(165,615
|
)
|
|
$
|
(416,112
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(1,034
|
)
|
|
11,832
|
|
|
(7,409
|
)
|
|||
Unrealized (loss) gain on marketable securities and restricted investments, net of tax of $3,735, $(588), and $2,518
|
|
(57,747
|
)
|
|
3,217
|
|
|
(21,713
|
)
|
|||
Unrealized gain (loss) on derivative instruments, net of tax of $(996), $1,396, and $(691)
|
|
2,056
|
|
|
(2,883
|
)
|
|
3,735
|
|
|||
Other comprehensive (loss) income
|
|
(56,725
|
)
|
|
12,166
|
|
|
(25,387
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
87,601
|
|
|
$
|
(153,449
|
)
|
|
$
|
(441,499
|
)
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated Earnings
|
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Total
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2015
|
|
101,767
|
|
|
$
|
102
|
|
|
$
|
2,748,894
|
|
|
$
|
2,853,920
|
|
|
$
|
15,480
|
|
|
$
|
5,618,396
|
|
Cumulative-effect adjustment for the adoption of ASU 2016-09
|
|
—
|
|
|
—
|
|
|
2,420
|
|
|
25,034
|
|
|
—
|
|
|
27,454
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(416,112
|
)
|
|
—
|
|
|
(416,112
|
)
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,387
|
)
|
|
(25,387
|
)
|
|||||
Common stock issued for share-based compensation
|
|
2,574
|
|
|
2
|
|
|
6,318
|
|
|
—
|
|
|
—
|
|
|
6,320
|
|
|||||
Tax withholding related to vesting of restricted stock
|
|
(306
|
)
|
|
—
|
|
|
(20,407
|
)
|
|
—
|
|
|
—
|
|
|
(20,407
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
28,085
|
|
|
—
|
|
|
—
|
|
|
28,085
|
|
|||||
Balance at December 31, 2016
|
|
104,035
|
|
|
104
|
|
|
2,765,310
|
|
|
2,462,842
|
|
|
(9,907
|
)
|
|
5,218,349
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(165,615
|
)
|
|
—
|
|
|
(165,615
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,166
|
|
|
12,166
|
|
|||||
Common stock issued for share-based compensation
|
|
580
|
|
|
—
|
|
|
4,474
|
|
|
—
|
|
|
—
|
|
|
4,474
|
|
|||||
Tax withholding related to vesting of restricted stock
|
|
(147
|
)
|
|
—
|
|
|
(5,137
|
)
|
|
—
|
|
|
—
|
|
|
(5,137
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
34,460
|
|
|
—
|
|
|
—
|
|
|
34,460
|
|
|||||
Balance at December 31, 2017
|
|
104,468
|
|
|
104
|
|
|
2,799,107
|
|
|
2,297,227
|
|
|
2,259
|
|
|
5,098,697
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144,326
|
|
|
—
|
|
|
144,326
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,725
|
)
|
|
(56,725
|
)
|
|||||
Common stock issued for share-based compensation
|
|
588
|
|
|
1
|
|
|
3,425
|
|
|
—
|
|
|
—
|
|
|
3,426
|
|
|||||
Tax withholding related to vesting of restricted stock
|
|
(171
|
)
|
|
—
|
|
|
(11,175
|
)
|
|
—
|
|
|
—
|
|
|
(11,175
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
33,854
|
|
|
—
|
|
|
—
|
|
|
33,854
|
|
|||||
Balance at December 31, 2018
|
|
104,885
|
|
|
$
|
105
|
|
|
$
|
2,825,211
|
|
|
$
|
2,441,553
|
|
|
$
|
(54,466
|
)
|
|
$
|
5,212,403
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
144,326
|
|
|
$
|
(165,615
|
)
|
|
$
|
(416,112
|
)
|
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
|
130,736
|
|
|
115,313
|
|
|
230,940
|
|
|||
Impairments and net losses on disposal of long-lived assets
|
|
8,065
|
|
|
35,364
|
|
|
838,467
|
|
|||
Share-based compensation
|
|
34,154
|
|
|
35,121
|
|
|
28,712
|
|
|||
Equity in earnings, net of tax
|
|
(34,620
|
)
|
|
(4,266
|
)
|
|
(144,306
|
)
|
|||
Distributions received from equity method investments
|
|
12,394
|
|
|
23,042
|
|
|
18,562
|
|
|||
Remeasurement of monetary assets and liabilities
|
|
8,740
|
|
|
(15,823
|
)
|
|
5,442
|
|
|||
Deferred income taxes
|
|
(10,112
|
)
|
|
173,368
|
|
|
90,555
|
|
|||
Gains on sales of marketable securities and restricted investments
|
|
(55,405
|
)
|
|
(49
|
)
|
|
(41,632
|
)
|
|||
Noncash consideration from the sale of systems
|
|
—
|
|
|
—
|
|
|
(20,091
|
)
|
|||
Liabilities assumed by customers for the sale of systems
|
|
(240,865
|
)
|
|
(24,203
|
)
|
|
—
|
|
|||
Other, net
|
|
2,121
|
|
|
2,339
|
|
|
13,863
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, trade, unbilled and retainage
|
|
(202,298
|
)
|
|
85,760
|
|
|
178,894
|
|
|||
Prepaid expenses and other current assets
|
|
(53,488
|
)
|
|
26,680
|
|
|
9,269
|
|
|||
Inventories and balance of systems parts
|
|
(257,229
|
)
|
|
212,758
|
|
|
95,785
|
|
|||
Project assets and PV solar power systems
|
|
49,939
|
|
|
981,273
|
|
|
(571,655
|
)
|
|||
Other assets
|
|
(11,920
|
)
|
|
(1,269
|
)
|
|
(19,245
|
)
|
|||
Income tax receivable and payable
|
|
(49,169
|
)
|
|
169,079
|
|
|
(61,383
|
)
|
|||
Accounts payable
|
|
96,443
|
|
|
(47,191
|
)
|
|
(191,642
|
)
|
|||
Accrued expenses and other liabilities
|
|
132,382
|
|
|
(258,028
|
)
|
|
158,693
|
|
|||
Accrued solar module collection and recycling liability
|
|
(31,003
|
)
|
|
(2,976
|
)
|
|
3,637
|
|
|||
Net cash (used in) provided by operating activities
|
|
(326,809
|
)
|
|
1,340,677
|
|
|
206,753
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
(739,838
|
)
|
|
(514,357
|
)
|
|
(229,452
|
)
|
|||
Purchases of marketable securities and restricted investments
|
|
(1,369,036
|
)
|
|
(580,971
|
)
|
|
(422,609
|
)
|
|||
Proceeds from sales and maturities of marketable securities and restricted investments
|
|
1,135,984
|
|
|
466,309
|
|
|
525,515
|
|
|||
Proceeds from sales of equity method investments
|
|
247,595
|
|
|
—
|
|
|
291,502
|
|
|||
Payments received on notes receivable, affiliates
|
|
48,729
|
|
|
1,740
|
|
|
3,053
|
|
|||
Other investing activities
|
|
(6,148
|
)
|
|
477
|
|
|
(23,489
|
)
|
|||
Net cash (used in) provided by investing activities
|
|
(682,714
|
)
|
|
(626,802
|
)
|
|
144,520
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repayment of borrowings under revolving credit facility
|
|
—
|
|
|
—
|
|
|
(550,000
|
)
|
|||
Proceeds from borrowings under revolving credit facility
|
|
—
|
|
|
—
|
|
|
550,000
|
|
|||
Repayment of long-term debt
|
|
(18,937
|
)
|
|
(24,078
|
)
|
|
(137,367
|
)
|
|||
Proceeds from borrowings under long-term debt, net of discounts and issuance costs
|
|
290,925
|
|
|
215,415
|
|
|
26,816
|
|
|||
Payments of tax withholdings for restricted shares
|
|
(11,175
|
)
|
|
(5,137
|
)
|
|
(20,407
|
)
|
|||
Proceeds from commercial letters of credit
|
|
—
|
|
|
43,025
|
|
|
—
|
|
|||
Contingent consideration payments and other financing activities
|
|
(5,585
|
)
|
|
(37,180
|
)
|
|
(5,435
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
255,228
|
|
|
192,045
|
|
|
(136,393
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(13,558
|
)
|
|
8,866
|
|
|
(6,306
|
)
|
|||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
|
(767,853
|
)
|
|
914,786
|
|
|
208,574
|
|
|||
Cash, cash equivalents and restricted cash, beginning of the period
|
|
2,330,476
|
|
|
1,415,690
|
|
|
1,207,116
|
|
|||
Cash, cash equivalents and restricted cash, end of the period
|
|
$
|
1,562,623
|
|
|
$
|
2,330,476
|
|
|
$
|
1,415,690
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Property, plant and equipment acquisitions funded by liabilities
|
|
$
|
138,270
|
|
|
$
|
164,946
|
|
|
$
|
28,687
|
|
Sale of system previously accounted for as sale-leaseback financing
|
|
$
|
31,992
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisitions currently or previously funded by liabilities and contingent consideration
|
|
$
|
2,915
|
|
|
$
|
9,315
|
|
|
$
|
30,092
|
|
Accrued interest capitalized to long-term debt
|
|
$
|
3,512
|
|
|
$
|
18,401
|
|
|
$
|
—
|
|
Sale of equity method investment funded by note receivable, affiliate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
•
|
Level 1 – Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.
|
•
|
Level 2 – Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs are observable in active markets are Level 2 valuation techniques.
|
•
|
Level 3 – Valuation techniques in which one or more significant inputs are unobservable. Such inputs reflect our estimate of assumptions that market participants would use to price an asset or liability.
|
|
|
Useful Lives
in Years
|
Buildings and building improvements
|
|
25 – 40
|
Manufacturing machinery and equipment
|
|
5 – 10
|
Furniture, fixtures, computer hardware, and computer software
|
|
3 – 7
|
Leasehold improvements
|
|
up to 15
|
|
|
Balance at December 31, 2017
|
|
Acquisitions (Impairments)
|
|
Balance at December 31, 2018
|
||||||
Modules
|
|
$
|
407,827
|
|
|
$
|
—
|
|
|
$
|
407,827
|
|
Accumulated impairment losses
|
|
(393,365
|
)
|
|
—
|
|
|
(393,365
|
)
|
|||
Total
|
|
$
|
14,462
|
|
|
$
|
—
|
|
|
$
|
14,462
|
|
|
|
Balance at December 31, 2016
|
|
Acquisitions (Impairments)
|
|
Balance at December 31, 2017
|
||||||
Modules
|
|
$
|
407,827
|
|
|
$
|
—
|
|
|
$
|
407,827
|
|
Accumulated impairment losses
|
|
(393,365
|
)
|
|
—
|
|
|
(393,365
|
)
|
|||
Total
|
|
$
|
14,462
|
|
|
$
|
—
|
|
|
$
|
14,462
|
|
|
|
December 31, 2018
|
||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Developed technology
|
|
$
|
97,714
|
|
|
$
|
(33,093
|
)
|
|
$
|
64,621
|
|
Power purchase agreements
|
|
6,486
|
|
|
(648
|
)
|
|
5,838
|
|
|||
Patents
|
|
7,408
|
|
|
(3,705
|
)
|
|
3,703
|
|
|||
Total
|
|
$
|
111,608
|
|
|
$
|
(37,446
|
)
|
|
$
|
74,162
|
|
|
|
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 (1)
|
|
17,255
|
|
|
—
|
|
|
17,255
|
|
|||
Total
|
|
$
|
107,768
|
|
|
$
|
(27,541
|
)
|
|
$
|
80,227
|
|
(1)
|
During the year ended
December 31, 2018
,
$17.3 million
of in-process research and development related to our prior Enki acquisition was reclassified to developed technology and began amortizing over its useful life of
10 years
.
|
|
|
Amortization Expense
|
||
2019
|
|
$
|
10,436
|
|
2020
|
|
10,786
|
|
|
2021
|
|
10,784
|
|
|
2022
|
|
10,759
|
|
|
2023
|
|
10,474
|
|
|
Thereafter
|
|
20,923
|
|
|
Total amortization expense
|
|
$
|
74,162
|
|
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents:
|
|
|
|
|
||||
Cash
|
|
$
|
1,202,774
|
|
|
$
|
2,142,949
|
|
Money market funds
|
|
200,788
|
|
|
125,585
|
|
||
Total cash and cash equivalents
|
|
1,403,562
|
|
|
2,268,534
|
|
||
Marketable securities:
|
|
|
|
|
||||
Foreign debt
|
|
318,646
|
|
|
238,858
|
|
||
Foreign government obligations
|
|
98,621
|
|
|
152,850
|
|
||
U.S. debt
|
|
44,468
|
|
|
73,671
|
|
||
Time deposits
|
|
681,969
|
|
|
255,000
|
|
||
Total marketable securities
|
|
1,143,704
|
|
|
720,379
|
|
||
Total cash, cash equivalents, and marketable securities
|
|
$
|
2,547,266
|
|
|
$
|
2,988,913
|
|
|
|
Balance Sheet Line Item
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
|
Cash and cash equivalents
|
|
$
|
1,403,562
|
|
|
$
|
2,268,534
|
|
Restricted cash
–
current (1)
|
|
Prepaid expenses and other current assets
|
|
19,671
|
|
|
11,120
|
|
||
Restricted cash
–
noncurrent (1)
|
|
Restricted cash and investments
|
|
139,390
|
|
|
50,822
|
|
||
Total cash, cash equivalents, and restricted cash
|
|
|
|
$
|
1,562,623
|
|
|
$
|
2,330,476
|
|
(1)
|
See Note 8. “Restricted Cash and Investments”
to our consolidated financial statements for discussion of our “Restricted cash” arrangements.
|
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Foreign debt
|
|
$
|
320,056
|
|
|
$
|
468
|
|
|
$
|
1,878
|
|
|
$
|
318,646
|
|
Foreign government obligations
|
|
99,189
|
|
|
—
|
|
|
568
|
|
|
98,621
|
|
||||
U.S. debt
|
|
44,625
|
|
|
53
|
|
|
210
|
|
|
44,468
|
|
||||
Time deposits
|
|
681,969
|
|
|
—
|
|
|
—
|
|
|
681,969
|
|
||||
Total
|
|
$
|
1,145,839
|
|
|
$
|
521
|
|
|
$
|
2,656
|
|
|
$
|
1,143,704
|
|
|
|
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 December 31, 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
|
|
$
|
150,842
|
|
|
$
|
802
|
|
|
$
|
94,446
|
|
|
$
|
1,076
|
|
|
$
|
245,288
|
|
|
$
|
1,878
|
|
Foreign government obligations
|
|
—
|
|
|
—
|
|
|
98,621
|
|
|
568
|
|
|
98,621
|
|
|
568
|
|
||||||
U.S. debt
|
|
15,356
|
|
|
32
|
|
|
14,085
|
|
|
178
|
|
|
29,441
|
|
|
210
|
|
||||||
Total
|
|
$
|
166,198
|
|
|
$
|
834
|
|
|
$
|
207,152
|
|
|
$
|
1,822
|
|
|
$
|
373,350
|
|
|
$
|
2,656
|
|
|
|
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
|
|
$
|
904,384
|
|
One year to two years
|
|
161,961
|
|
|
Two years to three years
|
|
77,359
|
|
|
Total
|
|
$
|
1,143,704
|
|
|
|
2018
|
|
2017
|
||||
Restricted cash
|
|
$
|
139,390
|
|
|
$
|
50,822
|
|
Restricted investments
|
|
179,000
|
|
|
373,961
|
|
||
Total restricted cash and investments (1)
|
|
$
|
318,390
|
|
|
$
|
424,783
|
|
(1)
|
There was an additional
$19.7 million
and
$11.1 million
of restricted cash included within “
Prepaid expenses and other current assets
” at
December 31, 2018
and
2017
, respectively.
|
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Foreign government obligations
|
|
$
|
73,798
|
|
|
$
|
14,234
|
|
|
$
|
235
|
|
|
$
|
87,797
|
|
U.S. government obligations
|
|
97,223
|
|
|
416
|
|
|
6,436
|
|
|
91,203
|
|
||||
Total
|
|
$
|
171,021
|
|
|
$
|
14,650
|
|
|
$
|
6,671
|
|
|
$
|
179,000
|
|
|
|
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
|
|
|
|
As of December 31, 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 government obligations
|
|
$
|
41,335
|
|
|
$
|
235
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41,335
|
|
|
$
|
235
|
|
U.S. government obligations
|
|
—
|
|
|
—
|
|
|
87,401
|
|
|
6,436
|
|
|
87,401
|
|
|
6,436
|
|
||||||
Total
|
|
$
|
41,335
|
|
|
$
|
235
|
|
|
$
|
87,401
|
|
|
$
|
6,436
|
|
|
$
|
128,736
|
|
|
$
|
6,671
|
|
|
|
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 |
||||||||||||
U.S. government obligations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107,731
|
|
|
$
|
3,526
|
|
|
$
|
107,731
|
|
|
$
|
3,526
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107,731
|
|
|
$
|
3,526
|
|
|
$
|
107,731
|
|
|
$
|
3,526
|
|
|
|
2018
|
|
2017
|
||||
Accounts receivable trade, gross
|
|
$
|
129,644
|
|
|
$
|
213,776
|
|
Allowance for doubtful accounts
|
|
(1,362
|
)
|
|
(1,979
|
)
|
||
Accounts receivable trade, net
|
|
$
|
128,282
|
|
|
$
|
211,797
|
|
|
|
2018
|
|
2017
|
||||
Accounts receivable, unbilled
|
|
$
|
441,666
|
|
|
$
|
172,594
|
|
Retainage
|
|
16,500
|
|
|
2,014
|
|
||
Accounts receivable, unbilled and retainage
|
|
$
|
458,166
|
|
|
$
|
174,608
|
|
|
|
2018
|
|
2017
|
||||
Raw materials
|
|
$
|
224,329
|
|
|
$
|
148,968
|
|
Work in process
|
|
41,294
|
|
|
14,085
|
|
||
Finished goods
|
|
252,372
|
|
|
122,594
|
|
||
Inventories
|
|
$
|
517,995
|
|
|
$
|
285,647
|
|
Inventories – current
|
|
$
|
387,912
|
|
|
$
|
172,370
|
|
Inventories – noncurrent
|
|
$
|
130,083
|
|
|
$
|
113,277
|
|
|
|
2018
|
|
2017
|
||||
Prepaid expenses
|
|
$
|
90,981
|
|
|
$
|
41,447
|
|
Prepaid income taxes
|
|
59,319
|
|
|
31,944
|
|
||
Indirect tax receivables
|
|
26,327
|
|
|
26,553
|
|
||
Restricted cash
|
|
19,671
|
|
|
11,120
|
|
||
Derivative instruments
|
|
2,364
|
|
|
4,303
|
|
||
Other current assets
|
|
44,399
|
|
|
42,535
|
|
||
Prepaid expenses and other current assets
|
|
$
|
243,061
|
|
|
$
|
157,902
|
|
|
|
2018
|
|
2017
|
||||
Land
|
|
$
|
14,382
|
|
|
$
|
8,181
|
|
Buildings and improvements
|
|
567,605
|
|
|
424,266
|
|
||
Machinery and equipment
|
|
1,826,434
|
|
|
1,059,103
|
|
||
Office equipment and furniture
|
|
178,011
|
|
|
157,512
|
|
||
Leasehold improvements
|
|
49,055
|
|
|
48,951
|
|
||
Construction in progress
|
|
405,581
|
|
|
641,263
|
|
||
Property, plant and equipment, gross
|
|
3,041,068
|
|
|
2,339,276
|
|
||
Accumulated depreciation
|
|
(1,284,857
|
)
|
|
(1,184,739
|
)
|
||
Property, plant and equipment, net
|
|
$
|
1,756,211
|
|
|
$
|
1,154,537
|
|
|
|
2018
|
|
2017
|
||||
PV solar power systems, gross
|
|
$
|
343,061
|
|
|
$
|
451,045
|
|
Accumulated depreciation
|
|
(34,421
|
)
|
|
(33,937
|
)
|
||
PV solar power systems, net
|
|
$
|
308,640
|
|
|
$
|
417,108
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest cost incurred
|
|
$
|
(31,752
|
)
|
|
$
|
(27,457
|
)
|
|
$
|
(26,157
|
)
|
Interest cost capitalized – property, plant and equipment
|
|
—
|
|
|
—
|
|
|
1,878
|
|
|||
Interest cost capitalized – project assets
|
|
5,831
|
|
|
1,692
|
|
|
3,741
|
|
|||
Interest expense, net
|
|
$
|
(25,921
|
)
|
|
$
|
(25,765
|
)
|
|
$
|
(20,538
|
)
|
|
|
2018
|
|
2017
|
||||
Project assets – development costs, including project acquisition and land costs
|
|
$
|
298,070
|
|
|
$
|
250,590
|
|
Project assets – construction costs
|
|
200,359
|
|
|
252,127
|
|
||
Project assets
|
|
498,429
|
|
|
502,717
|
|
||
Project assets
–
current
|
|
$
|
37,930
|
|
|
$
|
77,931
|
|
Project assets
–
noncurrent
|
|
$
|
460,499
|
|
|
$
|
424,786
|
|
|
|
2018
|
|
2017
|
||||
Deferred rent
|
|
$
|
27,249
|
|
|
$
|
26,760
|
|
Indirect tax receivables
|
|
22,487
|
|
|
15,253
|
|
||
Notes receivable (1)
|
|
8,017
|
|
|
10,495
|
|
||
Income taxes receivable
|
|
4,444
|
|
|
4,454
|
|
||
Other
|
|
33,495
|
|
|
28,570
|
|
||
Other assets
|
|
$
|
95,692
|
|
|
$
|
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
December 31, 2018
and
2017
, the balance outstanding on the credit facility was
€7.0 million
(
$8.0 million
and
$8.4 million
, respectively).
|
|
|
2018
|
|
2017
|
||||
Accrued project costs
|
|
$
|
147,162
|
|
|
$
|
55,834
|
|
Accrued property, plant and equipment
|
|
89,905
|
|
|
133,433
|
|
||
Accrued inventory
|
|
53,075
|
|
|
24,830
|
|
||
Accrued compensation and benefits
|
|
41,937
|
|
|
73,985
|
|
||
Product warranty liability (1)
|
|
27,657
|
|
|
28,767
|
|
||
Other
|
|
81,844
|
|
|
49,978
|
|
||
Accrued expenses
|
|
$
|
441,580
|
|
|
$
|
366,827
|
|
(1)
|
See Note 15. “Commitments and Contingencies”
to our consolidated financial statements for discussion of our “Product warranty liability.”
|
|
|
2018
|
|
2017
|
||||
Derivative instruments
|
|
$
|
7,294
|
|
|
$
|
27,297
|
|
Contingent consideration (1)
|
|
665
|
|
|
6,162
|
|
||
Financing liability (2)
|
|
—
|
|
|
5,161
|
|
||
Indemnification liabilities (1)
|
|
—
|
|
|
2,876
|
|
||
Other
|
|
6,421
|
|
|
7,261
|
|
||
Other current liabilities
|
|
$
|
14,380
|
|
|
$
|
48,757
|
|
(1)
|
See Note 15. “Commitments and Contingencies”
to our consolidated financial statements for discussion of our “Contingent consideration” and “Indemnification liabilities” arrangements.
|
(2)
|
See Note 12. “Equity Method Investments”
to our consolidated financial statements for discussion of the financing liabilities associated with our leaseback of the Maryland Solar project.
|
|
|
2018
|
|
2017
|
||||
Product warranty liability (1)
|
|
$
|
193,035
|
|
|
$
|
195,507
|
|
Other taxes payable
|
|
83,058
|
|
|
89,724
|
|
||
Transition tax liability (2)
|
|
77,016
|
|
|
93,233
|
|
||
Deferred revenue
|
|
48,014
|
|
|
63,257
|
|
||
Derivative instruments
|
|
9,205
|
|
|
5,932
|
|
||
Contingent consideration (1)
|
|
2,250
|
|
|
3,153
|
|
||
Commercial letter of credit liability (1)
|
|
—
|
|
|
43,396
|
|
||
Financing liability (3)
|
|
—
|
|
|
29,822
|
|
||
Other
|
|
55,261
|
|
|
44,430
|
|
||
Other liabilities
|
|
$
|
467,839
|
|
|
$
|
568,454
|
|
(1)
|
See Note 15. “Commitments and Contingencies”
to our consolidated financial statements for discussion of our “Product warranty liability,” “Contingent consideration,” and “Commercial letter of credit liability” arrangements.
|
(2)
|
See Note 19. “Income Taxes”
to our consolidated financial statements for discussion of the one-time transition tax on accumulated earnings of foreign subsidiaries as a result of the Tax Act.
|
(3)
|
See Note 12. “Equity Method Investments”
to our consolidated financial statements for discussion of the financing liabilities associated with our leaseback of the Maryland Solar project.
|
|
|
December 31, 2018
|
||||||||||
|
|
Prepaid Expenses and Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
$
|
2,206
|
|
|
$
|
7,096
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
|
—
|
|
|
198
|
|
|
9,205
|
|
|||
Total derivatives not designated as hedging instruments
|
|
$
|
2,206
|
|
|
$
|
7,294
|
|
|
$
|
9,205
|
|
Total derivative instruments
|
|
$
|
2,364
|
|
|
$
|
7,294
|
|
|
$
|
9,205
|
|
|
|
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
|
|
Interest Rate Swap Contract
|
|
Cross Currency Swap Contract
|
|
Total
|
||||||||
Balance in accumulated other comprehensive (loss) income at December 31, 2015
|
|
$
|
162
|
|
|
$
|
(16
|
)
|
|
$
|
(2,017
|
)
|
|
$
|
(1,871
|
)
|
Amounts recognized in other comprehensive (loss) income
|
|
2,513
|
|
|
(2
|
)
|
|
5,108
|
|
|
7,619
|
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency loss, net
|
|
—
|
|
|
—
|
|
|
(4,896
|
)
|
|
(4,896
|
)
|
||||
Interest expense, net
|
|
(119
|
)
|
|
18
|
|
|
1,805
|
|
|
1,704
|
|
||||
Balance in accumulated other comprehensive (loss) income at December 31, 2016
|
|
2,556
|
|
|
—
|
|
|
—
|
|
|
2,556
|
|
||||
Amounts recognized in other comprehensive (loss) income
|
|
(4,468
|
)
|
|
—
|
|
|
—
|
|
|
(4,468
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Other income, net
|
|
189
|
|
|
—
|
|
|
—
|
|
|
189
|
|
||||
Balance in accumulated other comprehensive (loss) income at December 31, 2017
|
|
(1,723
|
)
|
|
—
|
|
|
—
|
|
|
(1,723
|
)
|
||||
Amounts recognized in other comprehensive (loss) income
|
|
(3,760
|
)
|
|
—
|
|
|
—
|
|
|
(3,760
|
)
|
||||
Amounts reclassified to earnings impacting:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
1,698
|
|
|
—
|
|
|
—
|
|
|
1,698
|
|
||||
Cost of sales
|
|
212
|
|
|
—
|
|
|
—
|
|
|
212
|
|
||||
Foreign currency loss, net
|
|
5,448
|
|
|
—
|
|
|
—
|
|
|
5,448
|
|
||||
Other income, net
|
|
(546
|
)
|
|
—
|
|
|
—
|
|
|
(546
|
)
|
||||
Balance in accumulated other comprehensive (loss) income at December 31, 2018
|
|
$
|
1,329
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,329
|
|
|
|
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||||||
|
|
Income Statement Line Item
|
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign exchange forward contracts
|
|
Foreign currency loss, net
|
|
$
|
12,113
|
|
|
$
|
(33,882
|
)
|
|
$
|
(14,002
|
)
|
Interest rate swap contracts
|
|
Interest expense, net
|
|
(8,643
|
)
|
|
(5,932
|
)
|
|
—
|
|
|
|
December 31, 2018
|
||
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Australian dollar
|
|
AUD 8.8
|
|
$6.2
|
|
|
December 31, 2018
|
||||
Transaction
|
|
Currency
|
|
Notional Amount
|
|
USD Equivalent
|
Purchase
|
|
Australian dollar
|
|
AUD 2.1
|
|
$1.5
|
Sell
|
|
Australian dollar
|
|
AUD 52.9
|
|
$37.3
|
Purchase
|
|
Brazilian real
|
|
BRL 8.5
|
|
$2.2
|
Sell
|
|
Canadian dollar
|
|
CAD 2.9
|
|
$2.1
|
Sell
|
|
Chilean peso
|
|
CLP 3,506.6
|
|
$5.1
|
Purchase
|
|
Euro
|
|
€115.2
|
|
$131.9
|
Sell
|
|
Euro
|
|
€191.8
|
|
$219.7
|
Sell
|
|
Indian rupee
|
|
INR 789.2
|
|
$11.3
|
Purchase
|
|
Japanese yen
|
|
¥931.6
|
|
$8.4
|
Sell
|
|
Japanese yen
|
|
¥23,858.8
|
|
$216.2
|
Purchase
|
|
Malaysian ringgit
|
|
MYR 34.3
|
|
$8.3
|
Sell
|
|
Malaysian ringgit
|
|
MYR 53.8
|
|
$12.9
|
Sell
|
|
Mexican peso
|
|
MXN 37.3
|
|
$1.9
|
Purchase
|
|
Singapore dollar
|
|
SGD 3.8
|
|
$2.8
|
|
|
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
December 31, 2018
and
2017
, our cash equivalents consisted of money market funds. We value our cash equivalents using observable inputs that reflect quoted prices for securities with identical characteristics, and accordingly, we classify the valuation techniques that use these inputs as Level 1.
|
•
|
Marketable Securities and Restricted Investments.
At
December 31, 2018
and
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
December 31, 2018
and
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.
|
|
|
|
|
Fair Value Measurements at Reporting
Date Using
|
||||||||||||
|
|
December 31, 2018
|
|
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
|
|
$
|
200,788
|
|
|
$
|
200,788
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign debt
|
|
318,646
|
|
|
—
|
|
|
318,646
|
|
|
—
|
|
||||
Foreign government obligations
|
|
98,621
|
|
|
—
|
|
|
98,621
|
|
|
—
|
|
||||
U.S. debt
|
|
44,468
|
|
|
—
|
|
|
44,468
|
|
|
—
|
|
||||
Time deposits
|
|
681,969
|
|
|
681,969
|
|
|
—
|
|
|
—
|
|
||||
Restricted investments
|
|
179,000
|
|
|
—
|
|
|
179,000
|
|
|
—
|
|
||||
Derivative assets
|
|
2,364
|
|
|
—
|
|
|
2,364
|
|
|
—
|
|
||||
Total assets
|
|
$
|
1,525,856
|
|
|
$
|
882,757
|
|
|
$
|
643,099
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
$
|
16,499
|
|
|
$
|
—
|
|
|
$
|
16,499
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements at Reporting
Date Using
|
||||||||||||
|
|
December 31, 2017
|
|
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
|
|
$
|
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
|
|
|
$
|
—
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Notes receivable – noncurrent
|
|
$
|
8,017
|
|
|
$
|
8,010
|
|
|
$
|
10,495
|
|
|
$
|
10,516
|
|
Notes receivable, affiliate – current
|
|
—
|
|
|
—
|
|
|
20,411
|
|
|
23,317
|
|
||||
Notes receivable, affiliates – noncurrent
|
|
22,832
|
|
|
24,295
|
|
|
48,370
|
|
|
47,441
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current maturities (1)
|
|
$
|
479,157
|
|
|
$
|
470,124
|
|
|
$
|
406,388
|
|
|
$
|
416,486
|
|
(1)
|
Excludes capital lease obligations and unamortized discounts and issuance costs.
|
|
|
2018
|
|
2017
|
||||
8point3 Operating Company, LLC
|
|
$
|
—
|
|
|
$
|
199,477
|
|
Clean Energy Collective, LLC
|
|
—
|
|
|
6,521
|
|
||
Other
|
|
3,186
|
|
|
11,232
|
|
||
Equity method investments
|
|
$
|
3,186
|
|
|
$
|
217,230
|
|
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Summary statement of operations information:
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
28,736
|
|
|
$
|
70,089
|
|
|
$
|
125,643
|
|
Operating (loss) income
|
|
(38,606
|
)
|
|
24,661
|
|
|
55,266
|
|
|||
Net (loss) income
(1)
|
|
(39,280
|
)
|
|
46,713
|
|
|
63,893
|
|
|||
Net (loss) income attributable to equity method investees
(1) (2)
|
|
(45,228
|
)
|
|
53,183
|
|
|
190,240
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
|
|
As of Fiscal 2018
|
|
As of Fiscal 2017
|
||||||
Summary balance sheet information:
|
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
$
|
—
|
|
|
$
|
36,744
|
|
||
Long-term assets
|
|
|
|
—
|
|
|
1,573,115
|
|
||||
Current liabilities
|
|
|
|
—
|
|
|
7,648
|
|
||||
Long-term liabilities
|
|
|
|
—
|
|
|
706,885
|
|
||||
Noncontrolling interests, including redeemable noncontrolling interests
|
|
|
|
—
|
|
|
72,945
|
|
(1)
|
The difference between Net (loss) income and Net (loss) income attributable to equity method investees 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 fiscal 2018, 2017, and 2016 periods, OpCo allocated certain 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 investees.
|
(2)
|
Our proportionate share of OpCo’s net loss for fiscal 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
|
|
2018
|
|
2017
|
||||
Revolving Credit Facility
|
|
USD
|
|
$
|
—
|
|
|
$
|
—
|
|
Luz del Norte Credit Facilities
|
|
USD
|
|
188,849
|
|
|
185,675
|
|
||
Ishikawa Credit Agreement
|
|
JPY
|
|
157,834
|
|
|
121,446
|
|
||
Japan Credit Facility
|
|
JPY
|
|
—
|
|
|
10,710
|
|
||
Tochigi Credit Facility
|
|
JPY
|
|
25,468
|
|
|
—
|
|
||
Mashiko Credit Agreement
|
|
JPY
|
|
—
|
|
|
—
|
|
||
Royal Solar Credit Facility
|
|
JPY
|
|
—
|
|
|
—
|
|
||
Marikal Credit Facility
|
|
INR
|
|
—
|
|
|
7,384
|
|
||
Hindupur Credit Facility
|
|
INR
|
|
—
|
|
|
18,722
|
|
||
Anantapur Credit Facility
|
|
INR
|
|
16,101
|
|
|
—
|
|
||
Tungabhadra Credit Facility
|
|
INR
|
|
13,934
|
|
|
—
|
|
||
Manildra Credit Facility
|
|
AUD
|
|
—
|
|
|
62,451
|
|
||
Beryl Credit Facility
|
|
AUD
|
|
76,971
|
|
|
—
|
|
||
Capital lease obligations
|
|
Various
|
|
—
|
|
|
156
|
|
||
Long-term debt principal
|
|
|
|
479,157
|
|
|
406,544
|
|
||
Less: unamortized discounts and issuance costs
|
|
|
|
(12,366
|
)
|
|
(13,004
|
)
|
||
Total long-term debt
|
|
|
|
466,791
|
|
|
393,540
|
|
||
Less: current portion
|
|
|
|
(5,570
|
)
|
|
(13,075
|
)
|
||
Noncurrent portion
|
|
|
|
$
|
461,221
|
|
|
$
|
380,465
|
|
Loan Agreement
|
|
December 31, 2018
|
Revolving Credit Facility
|
|
4.50%
|
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%
|
Anantapur Credit Facility
|
|
INR overnight indexed swap rate plus 1.5%
|
Tungabhadra Credit Facility
|
|
INR overnight indexed swap rate plus 1.5%
|
Beryl Credit Facility
|
|
Construction loan facility at 1-month BBSY plus 1.75% (2)
|
|
GST facility at 1-month BBSY plus 1.00%
|
(1)
|
Outstanding balance comprised of
$161.1 million
of fixed rate loans and
$27.7 million
of variable rate loans as of
December 31, 2018
.
|
(2)
|
We have entered into interest rate swap contracts to hedge portions of these variable rates.
See Note 10. “Derivative Financial Instruments”
to our consolidated financial statements for additional information.
|
|
|
Total Debt
|
||
2019
|
|
$
|
5,673
|
|
2020
|
|
26,935
|
|
|
2021
|
|
66,014
|
|
|
2022
|
|
12,221
|
|
|
2023
|
|
71,620
|
|
|
Thereafter
|
|
296,694
|
|
|
Total long-term debt future principal payments
|
|
$
|
479,157
|
|
|
|
Total Minimum Lease Payments
|
||
2019
|
|
$
|
13,839
|
|
2020
|
|
9,031
|
|
|
2021
|
|
8,309
|
|
|
2022
|
|
7,824
|
|
|
2023
|
|
7,749
|
|
|
Thereafter
|
|
100,062
|
|
|
Total operating lease obligations
|
|
$
|
146,814
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Product warranty liability, beginning of period
|
|
$
|
224,274
|
|
|
$
|
252,408
|
|
|
$
|
231,751
|
|
Accruals for new warranties issued
|
|
14,132
|
|
|
23,313
|
|
|
35,256
|
|
|||
Settlements
|
|
(11,851
|
)
|
|
(11,329
|
)
|
|
(16,266
|
)
|
|||
Changes in estimate of product warranty liability
|
|
(5,863
|
)
|
|
(40,118
|
)
|
|
1,667
|
|
|||
Product warranty liability, end of period
|
|
$
|
220,692
|
|
|
$
|
224,274
|
|
|
$
|
252,408
|
|
Current portion of warranty liability
|
|
$
|
27,657
|
|
|
$
|
28,767
|
|
|
$
|
40,079
|
|
Noncurrent portion of warranty liability
|
|
$
|
193,035
|
|
|
$
|
195,507
|
|
|
$
|
212,329
|
|
Category
|
|
Segment
|
|
2018
|
|
2017
|
|
2016
|
||||||
Solar modules
|
|
Modules
|
|
$
|
502,001
|
|
|
$
|
806,398
|
|
|
$
|
675,453
|
|
Solar power systems
|
|
Systems
|
|
1,244,175
|
|
|
1,927,122
|
|
|
1,131,961
|
|
|||
EPC services
|
|
Systems
|
|
347,560
|
|
|
45,525
|
|
|
892,814
|
|
|||
O&M services
|
|
Systems
|
|
103,186
|
|
|
101,024
|
|
|
93,476
|
|
|||
Module plus
|
|
Systems
|
|
—
|
|
|
3,236
|
|
|
84,926
|
|
|||
Energy generation (1)
|
|
Systems
|
|
47,122
|
|
|
58,019
|
|
|
25,933
|
|
|||
Net sales
|
|
|
|
$
|
2,244,044
|
|
|
$
|
2,941,324
|
|
|
$
|
2,904,563
|
|
(1)
|
During the years ended
December 31, 2017
and
2016
, 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.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Number of projects (1)
|
|
24
|
|
|
5
|
|
|
12
|
|
|||
|
|
|
|
|
|
|
||||||
Increase (decrease) in revenue from net changes in transaction prices (in thousands) (1)
|
|
$
|
63,361
|
|
|
$
|
3,579
|
|
|
$
|
(67,292
|
)
|
Increase in revenue from net changes in input cost estimates (in thousands)
|
|
1,548
|
|
|
5,047
|
|
|
164,920
|
|
|||
Net increase in revenue from net changes in estimates (in thousands)
|
|
$
|
64,909
|
|
|
$
|
8,626
|
|
|
$
|
97,628
|
|
|
|
|
|
|
|
|
||||||
Net change in estimate as a percentage of aggregate revenue
|
|
0.6
|
%
|
|
0.6
|
%
|
|
1.6
|
%
|
(1)
|
During the year ended
December 31, 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
.
|
|
|
2018
|
|
2017
|
|
Change
|
|||||||||
Accounts receivable, unbilled
|
|
$
|
441,666
|
|
|
$
|
172,594
|
|
|
|
|
|
|||
Retainage
|
|
16,500
|
|
|
2,014
|
|
|
|
|
|
|||||
Accounts receivable, unbilled and retainage
|
|
$
|
458,166
|
|
|
$
|
174,608
|
|
|
$
|
283,558
|
|
|
162
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Deferred revenue (1)
|
|
$
|
177,769
|
|
|
$
|
145,073
|
|
|
$
|
32,696
|
|
|
23
|
%
|
(1)
|
Includes
$48.0 million
and
$63.3 million
of long-term deferred revenue classified as “
Other liabilities
” on our consolidated balance sheets as of
December 31, 2018
and
2017
, respectively.
|
Project/Location
|
|
Project Size in MW
AC
|
|
Revenue Category
|
|
EPC Contract/Partner Developed Project
|
|
Expected Year Revenue Recognition Will Be Completed
|
|
% of Revenue Recognized
|
|
Phoebe, Texas
|
|
250
|
|
|
EPC
|
|
Innergix Renewable Energy
|
|
2019
|
|
12%
|
GA Solar 4, Georgia (1)
|
|
200
|
|
|
Solar power systems
|
|
Origis Energy USA
|
|
2020
|
|
11%
|
Rosamond, California
|
|
150
|
|
|
Solar power systems
|
|
Clearway Energy Group
|
|
2019
|
|
57%
|
Willow Springs, California
|
|
100
|
|
|
Solar power systems
|
|
D.E. Shaw Renewable Investments
|
|
2019
|
|
96%
|
Grange Hall, Florida
|
|
61
|
|
|
EPC
|
|
Tampa Electric Company
|
|
2019
|
|
98%
|
Peace Creek, Florida
|
|
55
|
|
|
EPC
|
|
Tampa Electric Company
|
|
2019
|
|
70%
|
Troy Solar, Indiana
|
|
51
|
|
|
EPC
|
|
Southern Indiana Gas and Electric Company
|
|
2020
|
|
—%
|
Lake Hancock, Florida
|
|
50
|
|
|
EPC
|
|
Tampa Electric Company
|
|
2019
|
|
34%
|
Total
|
|
917
|
|
|
|
|
|
|
|
|
|
(1)
|
Previously known as the Twiggs County Solar project
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of sales
|
|
$
|
6,422
|
|
|
$
|
6,809
|
|
|
$
|
7,598
|
|
Selling, general and administrative
|
|
21,646
|
|
|
22,165
|
|
|
17,830
|
|
|||
Research and development
|
|
5,714
|
|
|
5,740
|
|
|
3,284
|
|
|||
Production start-up
|
|
372
|
|
|
407
|
|
|
—
|
|
|||
Total share-based compensation expense
|
|
$
|
34,154
|
|
|
$
|
35,121
|
|
|
$
|
28,712
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Restricted and performance stock units
|
|
$
|
32,223
|
|
|
$
|
32,309
|
|
|
$
|
25,076
|
|
Unrestricted stock
|
|
1,637
|
|
|
1,757
|
|
|
1,677
|
|
|||
Stock purchase plan
|
|
—
|
|
|
394
|
|
|
1,332
|
|
|||
|
|
33,860
|
|
|
34,460
|
|
|
28,085
|
|
|||
Net amount released from inventory
|
|
294
|
|
|
661
|
|
|
627
|
|
|||
Total share-based compensation expense
|
|
$
|
34,154
|
|
|
$
|
35,121
|
|
|
$
|
28,712
|
|
|
|
Number of Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
||
Unvested restricted stock units at December 31, 2017
|
|
2,302,906
|
|
$
|
38.55
|
|
Restricted stock units granted (1)
|
|
739,855
|
|
67.44
|
|
|
Restricted stock units vested
|
|
(490,682)
|
|
44.46
|
|
|
Restricted stock units forfeited
|
|
(77,792)
|
|
51.04
|
|
|
Unvested restricted stock units at December 31, 2018
|
|
2,474,287
|
|
$
|
45.63
|
|
(1)
|
Restricted stock units granted include the maximum amount of performance stock units available for issuance under our long-term incentive program for key executive officers and associates. The actual number of shares to be issued will depend on the relative attainment of the performance metrics described above.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. income
|
|
$
|
(49,353
|
)
|
|
$
|
(22,868
|
)
|
|
$
|
(426,791
|
)
|
Non-U.S. income
|
|
162,500
|
|
|
224,983
|
|
|
(110,460
|
)
|
|||
Income (loss) before taxes and equity in earnings
|
|
$
|
113,147
|
|
|
$
|
202,115
|
|
|
$
|
(537,251
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current (benefit) expense:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(44,267
|
)
|
|
$
|
116,956
|
|
|
$
|
(14,389
|
)
|
State
|
|
(13,568
|
)
|
|
3,009
|
|
|
1,303
|
|
|||
Foreign
|
|
8,788
|
|
|
11,099
|
|
|
(29,009
|
)
|
|||
Total current (benefit) expense
|
|
(49,047
|
)
|
|
131,064
|
|
|
(42,095
|
)
|
|||
Deferred expense:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
31,530
|
|
|
226,570
|
|
|
90,319
|
|
|||
State
|
|
2,387
|
|
|
5,335
|
|
|
(9,536
|
)
|
|||
Foreign
|
|
18,571
|
|
|
9,027
|
|
|
(15,521
|
)
|
|||
Total deferred expense
|
|
52,488
|
|
|
240,932
|
|
|
65,262
|
|
|||
Total income tax expense
|
|
$
|
3,441
|
|
|
$
|
371,996
|
|
|
$
|
23,167
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
Tax
|
|
Percent
|
|
Tax
|
|
Percent
|
|
Tax
|
|
Percent
|
|||||||||
Statutory income tax expense (benefit)
|
|
$
|
23,761
|
|
|
21.0
|
%
|
|
$
|
70,740
|
|
|
35.0
|
%
|
|
$
|
(188,038
|
)
|
|
35.0
|
%
|
Provisional effect of Tax Act
|
|
—
|
|
|
—
|
%
|
|
408,090
|
|
|
201.9
|
%
|
|
—
|
|
|
—
|
%
|
|||
Changes in valuation allowance
|
|
19,064
|
|
|
16.8
|
%
|
|
9,534
|
|
|
4.7
|
%
|
|
2,412
|
|
|
(0.4
|
)%
|
|||
Foreign tax rate differential
|
|
14,117
|
|
|
12.5
|
%
|
|
(22,048
|
)
|
|
(10.9
|
)%
|
|
6,833
|
|
|
(1.3
|
)%
|
|||
State tax, net of federal benefit
|
|
(7,580
|
)
|
|
(6.7
|
)%
|
|
4,397
|
|
|
2.2
|
%
|
|
(8,655
|
)
|
|
1.6
|
%
|
|||
Non-deductible expenses
|
|
4,636
|
|
|
4.1
|
%
|
|
2,703
|
|
|
1.3
|
%
|
|
324
|
|
|
—
|
%
|
|||
Share-based compensation
|
|
(2,105
|
)
|
|
(1.9
|
)%
|
|
1,161
|
|
|
0.6
|
%
|
|
(23,283
|
)
|
|
4.3
|
%
|
|||
Change in tax contingency
|
|
(6,273
|
)
|
|
(5.5
|
)%
|
|
959
|
|
|
0.5
|
%
|
|
(34,541
|
)
|
|
6.4
|
%
|
|||
Foreign dividend income
|
|
16,570
|
|
|
14.6
|
%
|
|
540
|
|
|
0.3
|
%
|
|
248,013
|
|
|
(46.2
|
)%
|
|||
Goodwill
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
22,468
|
|
|
(4.2
|
)%
|
|||
Tax credits
|
|
(8,431
|
)
|
|
(7.5
|
)%
|
|
(18,445
|
)
|
|
(9.1
|
)%
|
|
(15,435
|
)
|
|
2.9
|
%
|
|||
Return to provision adjustments
|
|
(25,307
|
)
|
|
(22.3
|
)%
|
|
(35,191
|
)
|
|
(17.4
|
)%
|
|
11,757
|
|
|
(2.2
|
)%
|
|||
Effect of tax holiday
|
|
(26,277
|
)
|
|
(23.2
|
)%
|
|
(46,643
|
)
|
|
(23.1
|
)%
|
|
4,640
|
|
|
(0.9
|
)%
|
|||
Other
|
|
1,266
|
|
|
1.1
|
%
|
|
(3,801
|
)
|
|
(1.9
|
)%
|
|
(3,328
|
)
|
|
0.7
|
%
|
|||
Reported income tax expense
|
|
$
|
3,441
|
|
|
3.0
|
%
|
|
$
|
371,996
|
|
|
184.1
|
%
|
|
$
|
23,167
|
|
|
(4.3
|
)%
|
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating losses
|
|
$
|
108,149
|
|
|
$
|
124,281
|
|
Accrued expenses
|
|
55,754
|
|
|
62,345
|
|
||
Property, plant and equipment
|
|
18,796
|
|
|
35,104
|
|
||
Compensation
|
|
18,564
|
|
|
9,442
|
|
||
Goodwill
|
|
9,223
|
|
|
12,140
|
|
||
Long-term contracts
|
|
4,967
|
|
|
4,554
|
|
||
Inventory
|
|
4,079
|
|
|
7,601
|
|
||
Capitalized interest
|
|
2,948
|
|
|
—
|
|
||
Equity in earnings
|
|
2,693
|
|
|
—
|
|
||
Deferred expenses
|
|
2,165
|
|
|
2,057
|
|
||
Other
|
|
17,373
|
|
|
12,584
|
|
||
Deferred tax assets, gross
|
|
244,711
|
|
|
270,108
|
|
||
Valuation allowance
|
|
(159,546
|
)
|
|
(143,818
|
)
|
||
Deferred tax assets, net of valuation allowance
|
|
85,165
|
|
|
126,290
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Restricted investments and derivatives
|
|
(7,586
|
)
|
|
(10,680
|
)
|
||
Acquisition accounting / basis difference
|
|
(5,420
|
)
|
|
(5,880
|
)
|
||
Investments in foreign subsidiaries
|
|
(4,425
|
)
|
|
(9,555
|
)
|
||
Equity in earnings
|
|
—
|
|
|
(40,339
|
)
|
||
Capitalized interest
|
|
—
|
|
|
(1,722
|
)
|
||
Other
|
|
(3,093
|
)
|
|
(7,541
|
)
|
||
Deferred tax liabilities
|
|
(20,524
|
)
|
|
(75,717
|
)
|
||
Net deferred tax assets and liabilities
|
|
$
|
64,641
|
|
|
$
|
50,573
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Valuation allowance, beginning of year
|
|
$
|
143,818
|
|
|
$
|
123,936
|
|
|
$
|
121,524
|
|
Additions
|
|
29,359
|
|
|
27,591
|
|
|
13,933
|
|
|||
Reversals
|
|
(13,631
|
)
|
|
(7,709
|
)
|
|
(11,521
|
)
|
|||
Valuation allowance, end of year
|
|
$
|
159,546
|
|
|
$
|
143,818
|
|
|
$
|
123,936
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Unrecognized tax benefits, beginning of year
|
|
$
|
84,173
|
|
|
$
|
89,256
|
|
|
$
|
141,755
|
|
Increases related to prior year tax positions
|
|
—
|
|
|
3,827
|
|
|
—
|
|
|||
Decreases related to prior year tax positions
|
|
(2,979
|
)
|
|
—
|
|
|
(6,119
|
)
|
|||
Decreases from lapse in statute of limitations
|
|
(10,704
|
)
|
|
(11,840
|
)
|
|
(14,421
|
)
|
|||
Decreases relating to settlements with authorities
|
|
—
|
|
|
(2,494
|
)
|
|
(35,416
|
)
|
|||
Increases related to current tax positions
|
|
1,703
|
|
|
5,424
|
|
|
3,457
|
|
|||
Unrecognized tax benefits, end of year
|
|
$
|
72,193
|
|
|
$
|
84,173
|
|
|
$
|
89,256
|
|
|
|
Tax Years
|
Australia
|
|
2013 - 2017
|
India
|
|
2013 - 2018
|
Malaysia
|
|
2013 - 2017
|
United States
|
|
2008 - 2009; 2013 - 2017
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Basic net income (loss) per share
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
144,326
|
|
|
$
|
(165,615
|
)
|
|
$
|
(416,112
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
|
104,745
|
|
|
104,328
|
|
|
102,866
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per share
|
|
|
|
|
|
|
|
|
|
|||
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
|
104,745
|
|
|
104,328
|
|
|
102,866
|
|
|||
Effect of restricted and performance stock units and stock purchase plan shares
|
|
1,368
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average shares used in computing diluted net income (loss) per share
|
|
106,113
|
|
|
104,328
|
|
|
102,866
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.38
|
|
|
$
|
(1.59
|
)
|
|
$
|
(4.05
|
)
|
Diluted
|
|
$
|
1.36
|
|
|
$
|
(1.59
|
)
|
|
$
|
(4.05
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
Anti-dilutive shares
|
|
299
|
|
1,021
|
|
753
|
|
|
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 before reclassifications
|
|
(1,034
|
)
|
|
(6,077
|
)
|
|
(3,760
|
)
|
|
(10,871
|
)
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
|
—
|
|
|
(55,405
|
)
|
|
6,812
|
|
|
(48,593
|
)
|
||||
Net tax effect
|
|
—
|
|
|
3,735
|
|
|
(996
|
)
|
|
2,739
|
|
||||
Net other comprehensive (loss) income
|
|
(1,034
|
)
|
|
(57,747
|
)
|
|
2,056
|
|
|
(56,725
|
)
|
||||
Balance as of December 31, 2018
|
|
$
|
(66,380
|
)
|
|
$
|
10,641
|
|
|
$
|
1,273
|
|
|
$
|
(54,466
|
)
|
Comprehensive Income Components
|
|
Income Statement Line Item
|
|
Amounts Reclassified for the Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||||
Unrealized gain on marketable securities and restricted investments
|
|
Other income, net
|
|
$
|
55,405
|
|
|
$
|
49
|
|
|
$
|
41,633
|
|
Unrealized (loss) gain on derivative contracts:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
Net sales
|
|
(1,698
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange forward contracts
|
|
Cost of sales
|
|
(212
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange forward contracts
|
|
Foreign currency loss, net
|
|
(5,448
|
)
|
|
—
|
|
|
—
|
|
|||
Cross currency swap contract
|
|
Foreign currency loss, net
|
|
—
|
|
|
—
|
|
|
4,896
|
|
|||
Foreign exchange forward, interest rate, and cross currency swap contracts
|
|
Interest expense, net
|
|
—
|
|
|
—
|
|
|
(1,704
|
)
|
|||
Foreign exchange forward contracts
|
|
Other income, net
|
|
546
|
|
|
(189
|
)
|
|
—
|
|
|||
|
|
|
|
(6,812
|
)
|
|
(189
|
)
|
|
3,192
|
|
|||
Total amount reclassified
|
|
|
|
$
|
48,593
|
|
|
$
|
(140
|
)
|
|
$
|
44,825
|
|
|
|
Year Ended December 31, 2018
|
||||||||||
|
|
Modules
|
|
Systems
|
|
Total
|
||||||
Net sales
|
|
$
|
502,001
|
|
|
$
|
1,742,043
|
|
|
$
|
2,244,044
|
|
Gross (loss) profit
|
|
(50,467
|
)
|
|
442,644
|
|
|
392,177
|
|
|||
Depreciation and amortization expense
|
|
85,797
|
|
|
18,647
|
|
|
104,444
|
|
|||
Goodwill
|
|
14,462
|
|
|
—
|
|
|
14,462
|
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
|
Modules
|
|
Systems
|
|
Total
|
||||||
Net sales
|
|
$
|
806,398
|
|
|
$
|
2,134,926
|
|
|
$
|
2,941,324
|
|
Gross profit
|
|
112,338
|
|
|
436,609
|
|
|
548,947
|
|
|||
Depreciation and amortization expense
|
|
67,597
|
|
|
24,302
|
|
|
91,899
|
|
|||
Goodwill
|
|
14,462
|
|
|
—
|
|
|
14,462
|
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
Modules
|
|
Systems
|
|
Total
|
||||||
Net sales
|
|
$
|
675,452
|
|
|
$
|
2,229,111
|
|
|
$
|
2,904,563
|
|
Gross profit
|
|
110,510
|
|
|
527,908
|
|
|
638,418
|
|
|||
Depreciation and amortization expense
|
|
186,736
|
|
|
17,515
|
|
|
204,251
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
|
$
|
1,478,034
|
|
|
$
|
2,273,774
|
|
|
$
|
2,418,974
|
|
Japan
|
|
234,814
|
|
|
4,405
|
|
|
5,183
|
|
|||
India
|
|
232,130
|
|
|
141,491
|
|
|
158,182
|
|
|||
Australia
|
|
153,163
|
|
|
108,643
|
|
|
9,568
|
|
|||
Turkey
|
|
19,354
|
|
|
124,433
|
|
|
18,809
|
|
|||
Jordan
|
|
2,150
|
|
|
2,255
|
|
|
103,022
|
|
|||
Spain
|
|
741
|
|
|
379
|
|
|
141,319
|
|
|||
All other foreign countries
|
|
123,658
|
|
|
285,944
|
|
|
49,506
|
|
|||
Net sales
|
|
$
|
2,244,044
|
|
|
$
|
2,941,324
|
|
|
$
|
2,904,563
|
|
|
|
2018
|
|
2017
|
||||
Vietnam
|
|
$
|
702,071
|
|
|
$
|
252,417
|
|
United States
|
|
659,854
|
|
|
595,062
|
|
||
Malaysia
|
|
532,418
|
|
|
483,884
|
|
||
Japan
|
|
319,571
|
|
|
251,559
|
|
||
Chile
|
|
240,495
|
|
|
251,208
|
|
||
All other foreign countries
|
|
108,871
|
|
|
240,232
|
|
||
Long-lived assets
|
|
$
|
2,563,280
|
|
|
$
|
2,074,362
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
|
% of Net Sales
|
|
% of A/R
|
|
% of Net Sales
|
|
% of A/R
|
|
% of Net Sales
|
|
% of A/R
|
||||||
Customer #1
|
|
16
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
Customer #2
|
|
13
|
%
|
|
*
|
|
|
47
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
Customer #3
|
|
*
|
|
|
18
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
Customer #4
|
|
*
|
|
|
12
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
Customer #5
|
|
*
|
|
|
*
|
|
|
*
|
|
|
26
|
%
|
|
*
|
|
|
*
|
|
Customer #6
|
|
*
|
|
|
*
|
|
|
*
|
|
|
12
|
%
|
|
*
|
|
|
*
|
|
Customer #7
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
39
|
%
|
|
*
|
|
Customer #8
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
11
|
%
|
|
*
|
|
Customer #9
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
10
|
%
|
|
*
|
|
Customer #10
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
32
|
%
|
Customer #11
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
12
|
%
|
*
|
Net sales and/or accounts receivable for these customers were less than
10%
of our total net sales and/or accounts receivable for the period.
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Date of
First Filing
|
|
Exhibit
Number
|
3.1
|
|
|
S-1/A
|
|
333-135574
|
|
10/25/06
|
|
3.1
|
|
3.2
|
|
|
10-Q
|
|
001-33156
|
|
5/5/17
|
|
3.1
|
|
10.1
|
|
|
S-1/A
|
|
333-135574
|
|
10/25/06
|
|
10.15
|
|
10.2
|
|
|
10-K
|
|
001-33156
|
|
2/27/13
|
|
10.20
|
|
10.3
|
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.1
|
|
10.4
|
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.2
|
|
10.5
|
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.3
|
|
10.6
|
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.4
|
|
10.7
|
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.5
|
|
10.8
|
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.6
|
|
10.9
|
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.7
|
|
10.10
|
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.8
|
|
10.11
|
|
|
8-K
|
|
001-33156
|
|
9/10/09
|
|
10.9
|
|
10.12
|
|
|
8-K
|
|
001-33156
|
|
10/20/10
|
|
10.1
|
|
10.13
|
|
|
DEF 14A
|
|
001-33156
|
|
4/20/10
|
|
App. A
|
|
10.14
|
|
|
DEF 14A
|
|
001-33156
|
|
4/20/10
|
|
App. B
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Date of
First Filing
|
|
Exhibit
Number
|
10.15
|
|
|
10-Q
|
|
001-33156
|
|
5/5/11
|
|
10.3
|
|
10.16
|
|
|
8-K
|
|
001-33156
|
|
5/12/11
|
|
10.1
|
|
10.17
|
|
|
8-K
|
|
001-33156
|
|
7/14/11
|
|
10.1
|
|
10.18
|
|
|
10-Q
|
|
001-33156
|
|
8/3/12
|
|
10.1
|
|
10.19
|
|
|
8-K
|
|
001-33156
|
|
10/26/12
|
|
10.1
|
|
10.20
|
|
|
10-Q
|
|
001-33156
|
|
5/7/13
|
|
10.2
|
|
10.21
|
|
|
10-Q
|
|
001-33156
|
|
5/7/13
|
|
10.3
|
|
10.22
|
|
|
8-K
|
|
001-33156
|
|
7/19/13
|
|
10.1
|
|
10.23
|
|
|
8-K
|
|
001-33156
|
|
7/19/13
|
|
10.2
|
|
10.24
|
|
|
10-Q
|
|
001-33156
|
|
8/7/13
|
|
10.1
|
|
10.25
|
|
|
10-K
|
|
001-33156
|
|
2/26/14
|
|
10.1
|
|
10.26
|
|
|
10-Q
|
|
001-33156
|
|
8/6/14
|
|
10.2
|
|
10.27
|
|
|
DEF 14A
|
|
001-33156
|
|
4/8/15
|
|
App. A
|
|
10.28
|
|
|
8-K
|
|
001-33156
|
|
6/5/15
|
|
10.1
|
|
10.29
|
|
|
10-K
|
|
001-33156
|
|
2/24/16
|
|
10.23
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Date of
First Filing
|
|
Exhibit
Number
|
10.30
|
|
|
10-K
|
|
001-33156
|
|
2/24/16
|
|
10.24
|
|
10.31
|
|
|
10-K
|
|
001-33156
|
|
2/24/16
|
|
10.26
|
|
10.32
|
|
|
10-Q
|
|
001-33156
|
|
4/28/16
|
|
10.1
|
|
10.33
|
|
|
10-Q
|
|
001-33156
|
|
11/3/16
|
|
10.1
|
|
10.34
|
|
|
8-K
|
|
001-33156
|
|
1/27/17
|
|
10.1
|
|
10.35
|
|
|
10-K
|
|
001-33156
|
|
2/22/17
|
|
10.33
|
|
10.36
|
|
|
10-Q
|
|
001-33156
|
|
5/5/17
|
|
10.1
|
|
10.37
|
|
|
8-K
|
|
001-33156
|
|
7/14/17
|
|
10.10
|
|
10.38
|
|
|
10-Q
|
|
001-33156
|
|
7/27/18
|
|
10.1
|
|
10.39
|
|
|
10-Q
|
|
001-33156
|
|
7/27/18
|
|
10.2
|
|
10.40
|
|
|
10-Q
|
|
001-33156
|
|
7/27/18
|
|
10.3
|
|
*10.41
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*10.42
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*10.43
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*10.44
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*10.45
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*10.46
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*14.1
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*21.1
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*23.1
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*31.01
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*31.02
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Δ*32.01
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*101.INS
|
|
XBRL Instance Document
|
|
—
|
|
—
|
|
—
|
|
—
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
—
|
|
—
|
|
—
|
|
—
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
*101.DEF
|
|
XBRL Definition Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
*101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Date of
First Filing
|
|
Exhibit
Number
|
*101.PRE
|
|
XBLR Taxonomy Extension Presentation Document
|
|
—
|
|
—
|
|
—
|
|
—
|
*
|
Filed herewith.
|
Δ
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
|
FIRST SOLAR, INC.
|
||
|
|
|
|
February 21, 2019
|
By:
|
|
/s/ BRYAN SCHUMAKER
|
|
Name:
|
|
Bryan Schumaker
|
|
Title:
|
|
Chief Accounting Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ MARK R. WIDMAR
|
|
Chief Executive Officer and Director
|
|
February 21, 2019
|
Mark R. Widmar
|
|
|
|
|
|
|
|
|
|
/s/ ALEXANDER R. BRADLEY
|
|
Chief Financial Officer
|
|
February 21, 2019
|
Alexander R. Bradley
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL J. AHEARN
|
|
Chairman of the Board of Directors
|
|
February 21, 2019
|
Michael J. Ahearn
|
|
|
|
|
|
|
|
|
|
/s/ SHARON L. ALLEN
|
|
Director
|
|
February 21, 2019
|
Sharon L. Allen
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD D. CHAPMAN
|
|
Director
|
|
February 21, 2019
|
Richard D. Chapman
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE A. HAMBRO
|
|
Director
|
|
February 21, 2019
|
George A. Hambro
|
|
|
|
|
|
|
|
|
|
/s/ MOLLY E. JOSEPH
|
|
Director
|
|
February 21, 2019
|
Molly Joseph
|
|
|
|
|
|
|
|
|
|
/s/ CRAIG KENNEDY
|
|
Director
|
|
February 21, 2019
|
Craig Kennedy
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM J. POST
|
|
Director
|
|
February 21, 2019
|
William J. Post
|
|
|
|
|
|
|
|
|
|
/s/ PAUL H. STEBBINS
|
|
Director
|
|
February 21, 2019
|
Paul H. Stebbins
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL SWEENEY
|
|
Director
|
|
February 21, 2019
|
Michael Sweeney
|
|
|
|
|
1.
|
The Board of Directors
- The business of First Solar, Inc. (the “Company”) shall be conducted under the oversight of the Board of Directors (the “Board”). The Board shall select the Chief Executive Officer (the “CEO”) and delegate to the CEO the authority and responsibility to manage the Company’s operations. The Board may select a Chairman of the Board (the “Chairman”). The day-to-day management of the Company, including the preparation of financial statements and short- and long-term strategic planning, is the responsibility of the Company’s management. The primary responsibility of the Board is to oversee and review management’s performance of these functions.
|
2.
|
Management
- The CEO and senior management shall be responsible for running the Company’s business operations.
|
1.
|
Chairman of the Board and Chief Executive Officer
- The Board shall have the authority to decide whether the Board shall have a Chairman and whether the positions of Chairman and CEO should be held by the same person and shall determine the best arrangement for the Company and its stockholders in light of all relevant and changing circumstances.
|
2.
|
Size of the Board
- The number of directors should not exceed a number that can function efficiently. The Nominating and Governance Committee shall consider and make recommendations to the Board concerning the appropriate size and needs of the Board.
|
3.
|
Board Independence
- The independence of a director is determined according to the Sarbanes-Oxley Act of 2002, the rules and regulations of the Securities and Exchange Commission and the listing standards of the Nasdaq Stock Market. The independence requirements of the Nasdaq Stock Market include a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. Because it is not possible to anticipate or explicitly provide for all potential conflicts of interest that may affect independence, the Board is also responsible for making an affirmative determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will review information provided by the directors and the Company with regard to each Director’s business and personal activities as they may relate to the Company and the Company’s management.
|
4.
|
Board Membership Criteria
- The Nominating and Governance Committee shall periodically review with the Board the appropriate skills and characteristics required of Board members given the current Board composition. It is the intent of the Board that the Board will be comprised of qualified and diverse individuals who have distinguished records of leadership and success in their area of activity
|
Adopted as of October 3, 2006
|
Last Revision Effective November 9, 2017
|
5.
|
Selection of New Director Candidates
- The Nominating and Governance Committee shall screen and recommend for selection candidates to the Board.
|
6.
|
Director Orientation and Continuing Education
- The Company shall provide directors with an orientation and education program to familiarize them with the Company’s business operations and plans, industry trends and corporate governance practices, as well as ongoing education on issues facing the Company and on subjects that would assist the directors in discharging their duties.
|
7.
|
Directors Who Experience Change in Present Job Responsibilities or Other Relevant Circumstances
- When there is a significant change in the director’s principal occupation or business affiliation, or other circumstances arise which may raise questions about the director’s continuing qualifications in relation to the Board Membership Criteria set forth above, then the director shall tender her/his resignation or the Nominating and Governance Committee shall ask for such tender. The Nominating and Governance Committee shall consider the tendered resignation and recommend to the Board the action to be taken.
|
8.
|
Service On Other For-Profit Boards
- Independent directors are encouraged to evaluate carefully the time required to serve on other boards (excluding the boards of non-profit organizations) taking into account board attendance, preparation, participation and effectiveness on these boards. Independent directors must advise the Chair of the Nominating and Governance Committee before accepting an invitation to serve on another board to enable the Company to determine whether (i) any regulatory issues or potential conflicts are raised by the director accepting such an invitation and (ii) the director will have the time required for preparation, participation and attendance at meetings of the Board of the Company. Independent directors should not serve on more than five other boards of public companies in addition to the Board of the Company.
|
9.
|
Board Compensation Review
- The Compensation Committee shall periodically receive reports on the status of Board compensation in relation to other comparable U.S. companies and shall be responsible for recommending to the Board changes in compensation for non-employee directors. In recommending Board compensation, the Compensation Committee shall be guided by three goals: compensation should fairly pay directors for work required for a company of our size and scope; (ii) compensation should align directors’ interests with the long-term interests of the Company’s stockholders; and (iii) the structure of the compensation should be clearly disclosed to the Company’s stockholders.
|
Adopted as of October 3, 2006
|
Last Revision Effective November 9, 2017
|
1.
|
Selection of Agenda Items for Board Meetings
- Annually, the Chairman and the CEO will propose for the Board’s approval a schedule for Board and Committee meetings for the upcoming year. Before each meeting, the Chairman and CEO will prepare an agenda which will be circulated to the Board in advance. Management will review proposed agenda items that fall within the scope of responsibilities of a Board committee with the chair of that committee. Any Board member may ask to include items on the agenda.
|
2.
|
Board Materials Distributed in Advance
- Board members shall receive materials related to agenda items in advance of Board meetings so that the directors may prepare to discuss the items at the meeting. Sensitive subjects may be discussed at the meeting without distributing written materials in advance or at the meeting.
|
3.
|
Director Responsibilities
- Directors must exercise their business judgment to act in the best interests of the stockholders and the Company. In discharging this obligation, directors reasonably may rely on the Company’s senior executives and its advisors and auditors. Directors are expected to attend and participate in substantially all meetings of the Board and of committees on which they serve, to spend the time needed to prepare for meetings and to meet as frequently as necessary to discharge their responsibilities.
|
4.
|
Board Presentations and Access to Employees
- Members of senior management may be invited to attend part or all of a Board or Board committee meeting in order to participate in discussions. Generally, presentation of matters to be considered by the Board or Board committee are made by the executive responsible for that area of the Company’s operations. Board members shall have complete access to all other members of management and Company employees.
|
5.
|
Board Access to Independent Advisors
- The Board and its committees may seek advice from outside advisors as appropriate. The Board shall have sole authority to approve related fees and retention terms.
|
6.
|
Executive Sessions of Non-Management Directors
- The independent directors shall meet on a regular basis (at least twice per year) outside the presence of the non-independent directors.
|
1.
|
Committees
- The current Board committees are Audit, Compensation, Nominating and Governance, and Technology.
|
2.
|
Assignment and Term of Service of Committee Members
- The Board shall be responsible for the appointment of committee members and chairs, based on recommendations of the Nominating and Governance Committee. The Board at its first meeting following the annual meeting of stockholders shall elect the members of each committee.
|
3.
|
Agenda, Frequency, Length and Reports of Committee Meetings
- The chair of each committee shall approve the agenda, length of and attendance at each committee meeting and shall determine the frequency of meetings. Materials related to agenda items shall be given to the committee members sufficiently in advance to allow the members to prepare for discussing the items at the meeting. The committee chairs shall report a summary of their meeting to the Board following each regular committee meeting, as requested.
|
Adopted as of October 3, 2006
|
Last Revision Effective November 9, 2017
|
4.
|
Membership
- Only directors meeting the membership requirements of the applicable committee charter may serve on a committee.
|
5.
|
Responsibilities
- The Board shall periodically review the responsibilities of each committee and approve the committee charters, copies of which are attached to these guidelines.
|
1.
|
Formal Evaluation of the CEO
- The Compensation Committee, in consultation with the Chairman and the CEO, shall set annual and long-term performance goals for the Company. The Chair of the Compensation Committee shall lead the discussion of the CEO’s performance relative to such goals with the independent directors and communicate the Board’s evaluation to the CEO. The Compensation Committee will use the evaluation as a factor when determining the compensation of the CEO.
|
2.
|
Board Self-Assessment
- The Board shall conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Nominating and Governance Committee shall solicit comments from all directors and share those comments with the Board. Based on the comments and further discussion, the Board shall make an assessment specifically reviewing areas in which the Board and/or management believes improvements could be made to increase the effectiveness of the Board and its committees.
|
3.
|
Succession Planning
- The Board shall periodically review the Company’s plans regarding succession of the CEO and other senior executive positions. To assist the Board, the CEO shall annually assess senior executives and their succession potential. The CEO shall also provide the Board with an assessment of persons considered potential successors to certain senior executive positions.
|
4.
|
Management Development
- The CEO shall periodically report to the Board on the Company’s program for management development.
|
Adopted as of October 3, 2006
|
Last Revision Effective November 9, 2017
|
Defined Term
|
Cross-Ref.
|
|
Defined Term
|
Cross-Ref.
|
“Addendum”
|
Section 19
|
|
“Grant Date”
|
Paragraph 2
|
“Affiliate”
|
Section 3(a)
|
|
“Participant”
|
Paragraph 1
|
“Award”
|
Paragraph 2
|
|
“Plan”
|
Paragraph 2
|
“Award Agreement”
|
Paragraph 2
|
|
“RSU”
|
Paragraph 2
|
“Business Day”
|
Section 16
|
|
“Share”
|
Paragraph 2
|
“Company”
|
Paragraph 1
|
|
“Tax-Related Items”
|
Section 7
|
“Employer”
|
Section 7
|
|
“Vesting Date”
|
Section 3(a)
|
If to the Company:
|
First Solar, Inc.
350 W Washington Street, Suite 600 Tempe, AZ 85281 Attention: Stock Plan Administrator |
If to the Participant:
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To the address most recently supplied to the Company and set forth in the Company’s records
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Defined Term
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Cross-Ref.
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Defined Term
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Cross-Ref.
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“Addendum”
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Section 19
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“Grant Date”
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Paragraph 2
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“Affiliate”
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Section 3(a)
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“Options”
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Paragraph 2
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“Award”
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Paragraph 2
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“Participant”
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Paragraph 1
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“Award Agreement”
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Paragraph 2
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“Plan”
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Paragraph 2
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“Business Day”
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Section 16
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“Share”
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Paragraph 2
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“Company”
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Paragraph 1
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“Tax-Related Items”
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Section 7
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“Employer”
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Section 7
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“Vesting Date”
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Section 3(a)
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If to the Company:
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First Solar, Inc.
350 W Washington Street, Suite 600 Tempe, AZ 85281 Attention: Stock Plan Administrator |
If to the Participant:
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To the address most recently supplied to the Company and set forth in the Company’s records
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Participant understands that he or she may contact his or her local human resources representative.
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mengenai akibat keengganannya untuk memberikan keizinan atau penarikan balik keizinan,Peserta fahami bahawa dia boleh menghubungi wakil sumber manusia tempatannya .
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Defined Term
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Cross-Ref.
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Defined Term
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Cross-Ref.
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“Addendum”
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Section 14
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“Grant Date”
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Paragraph 2
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“Award”
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Paragraph 2
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“Participant”
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Paragraph 1
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“Award Agreement”
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Paragraph 2
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“Plan”
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Paragraph 2
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“Business Day”
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Section 11
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“Share”
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Paragraph 2
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“Company”
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Paragraph 1
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“Tax-Related Items”
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Section 3
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“Employer”
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Section 3
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If to the Company:
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First Solar, Inc.
350 W Washington Street, Suite 600 Tempe, AZ 85281 Attention: Stock Plan Administrator |
If to the Participant:
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To the address most recently supplied to the Company and set forth in the Company’s records
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necessary to implement, administer and manage his or her participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing his or her local human resources representative, whose contact details are:
No 8, Jalan Hi-Tech 3/3
Zon Indusrtri Fasa 3, Kulim Hi Tech Park
09000, Kulim, Kedah Darul Aman Malaysia
Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the consent, his or her status and career with the Company and the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the consent is that the Company would not be able to grant future 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.
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menguruskan penyertaannya dalam
Pelan tersebut. Peserta faham bahawa dia boleh, pada bila-bila masa, melihat data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia di lokasi masing-masing, di mana butir-butir hubungannya adalah:
No 8, Jalan Hi-Tech 3/3
Zon Indusrtri Fasa 3, Kulim Hi Tech Park
09000, Kulim, Kedah Darul Aman Malaysia
Selanjutnya, Peserta memahami bahawa dia 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.
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Defined Term
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Cross-Ref.
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Defined Term
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Cross-Ref.
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“Addendum”
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Section 18
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“Employer”
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Section 6
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“Affiliate”
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Section 3(a)
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“Grant Date”
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Paragraph 2
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“Award”
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Paragraph 2
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“Participant”
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Paragraph 1
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“Award Agreement”
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Paragraph 2
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“Performance Unit”
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Paragraph 2
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“Business Day”
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Section 15
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“Plan”
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Paragraph 2
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“Committee”
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Section 3(a)
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“Share”
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Paragraph 2
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“Company”
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Paragraph 1
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“Tax-Related Items”
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Section 6
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If to the Company:
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First Solar, Inc.
350 W Washington Street, Suite 600 Tempe, AZ 85281 Attention: Stock Plan Administrator |
If to the Participant:
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To the address most recently supplied to the Company and set forth in the Company’s records
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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 and the Employer may hold, certain personal information about the Participant, including, but not limited to, his or her name, home address, email address, and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, the fact and conditions of the Participant’s participation in the Plan, details of all Performance Units or any other entitlement to shares of stock awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.
The Participant also authorizes any transfer of Data, as may be required, to such stock plan service provider as may be selected by the Company from time to time, which is assisting the Company with the implementation, administration and management of the Plan and/or with whom any Shares acquired upon vesting of the Performance Units are deposited. The Participant acknowledges that these recipients may be located in the Participant’s country or elsewhere,
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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.
Sebelum ini, Pesertamungkin telah membekalkan Syarikat dan Penerima Perkhidmatan dengan, dan Syarikat dan Majikan mungkin memegang, maklumat peribadi tertentu tentang Peserta, termasuk, tetapi tidak terhad kepada, namanya , alamat rumah dan nombor telefon, alamat emel, tarikh lahir, insurans sosia, nombor pasport atau pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa syer dalam saham atau jawatan pengarah yang dipegang dalam Syarikat, fakta dan syarat-syarat penyertaan Peserta dalam Pelan, butir-butir semua opsyenatau apa-apa hak lain untuk syer dalam saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun bagi faedah Peserta (“Data”), untuk tujuan yang eksklusif bagi melaksanakan, mentadbir dan menguruskan
Pelan tersebut.
Peserta juga memberi kuasa untuk membuat apa-apa pemindahan Data, sebagaimana yang diperlukan, kepada pembekal perkhidmatan pelan saham sebagaimana yang dipilih oleh Syarikatdari semasa ke semasa, yang membantu Syarikat dalam pelaksanaan, pentadbiran dan pengurusan Pelandan/atau dengan sesiapa yang mendepositkan Saham yang diperolehi melalui pelaksanaan Opsyen ini. Peserta mengakui bahawa penerima-penerima ini mungkin berada di negara Peserta
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Defined Term
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Cross-Ref.
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Defined Term
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Cross-Ref.
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“Addendum”
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Section 16
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“Employer”
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Section 3(b)
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“Affiliate”
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Section 3(a)
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“Grant Date”
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Paragraph 2
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“Award”
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Paragraph 2
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“Participant”
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Paragraph 1
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“Award Agreement”
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Paragraph 2
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“Plan”
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Paragraph 2
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“Business Day”
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Section 13
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“Tax-Related Items”
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Section 6
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“Company”
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Paragraph 1
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“Vesting Date”
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Section 3(a)
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If to the Company:
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First Solar, Inc.
350 W Washington Street, Suite 600 Tempe, AZ 85281 Attention: Stock Plan Administrator |
If to the Participant:
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To the address most recently supplied to the Company and set forth in the Company’s records
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Name
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Jurisdiction
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First Solar Electric, LLC
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United States
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First Solar Electric (California), Inc.
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United States
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First Solar Development, LLC
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United States
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First Solar Asset Management, LLC
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United States
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First Solar FE Holdings Pte Ltd
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Singapore
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First Solar Malaysia Sdn Bhd
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Malaysia
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First Solar Holdings GmbH
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Germany
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First Solar Manufacturing GmbH
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Germany
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First Solar GmbH
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Germany
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First Solar Vietnam Holdings Pte Ltd
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Vietnam
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First Solar Vietnam Manufacturing Co Ltd
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Vietnam
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First Solar Power India Pvt Ltd
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India
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First Solar Energía Limitada
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Chile
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Parque Solar Fotovoltaico Luz del Norte SpA
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Chile
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First Solar Development (Canada), Inc.
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Canada
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First Solar Japan GK
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Japan
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First Solar (Australia) Pty Ltd
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Australia
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FS NSW Project No 1 Finco Pty Ltd
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Australia
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FS NSW Project No 1 AT Pty Ltd
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Australia
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(1)
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I have reviewed the Annual Report on Form 10-K of First Solar, Inc., a Delaware corporation, for the period ended
December 31, 2018
, as filed with the Securities and Exchange Commission;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
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(4)
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(5)
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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February 21, 2019
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By:
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/s/ MARK R. WIDMAR
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Name:
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Mark R. Widmar
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Title:
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Chief Executive Officer
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(1)
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I have reviewed the Annual Report on Form 10-K of First Solar, Inc., a Delaware corporation, for the period ended
December 31, 2018
, as filed with the Securities and Exchange Commission;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
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(4)
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(5)
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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February 21, 2019
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By:
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/s/ ALEXANDER R. BRADLEY
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Name:
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Alexander R. Bradley
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Title:
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Chief Financial Officer
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(1)
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the annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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the information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of First Solar, Inc. for the periods presented therein.
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February 21, 2019
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By:
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/s/ MARK R. WIDMAR
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Name:
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Mark R. Widmar
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Title:
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Chief Executive Officer
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February 21, 2019
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By:
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/s/ ALEXANDER R. BRADLEY
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Name:
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Alexander R. Bradley
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Title:
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Chief Financial Officer
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