FIRST SOLAR, INC. - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33156

First Solar, Inc.

(Exact name of registrant as specified in its charter)


Delaware			20-4623678
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

350 West Washington Street, Suite 600

Tempe, Arizona 85281

(Address of principal executive offices, including zip code)

(602) 414-9300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	FSLR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 29, 2021, 106,326,700 shares of the registrant’s common stock, $0.001 par value per share, were outstanding.

FIRST SOLAR, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS


		Page
Part I.	Financial Information	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020	1
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020	2
	Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2021 and 2020	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	57
Item 4.	Controls and Procedures	57
Part II.	Other Information	58
Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 6.	Exhibits	60
Signature		60

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

FIRST SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net sales	$	583,504	$	927,565	$	2,016,058	$	2,102,100
Cost of sales	458,924		634,550		1,532,593		1,581,287
Gross profit	124,580		293,015		483,465		520,813
Operating expenses:
Selling, general and administrative	43,476		49,861		131,909		160,218
Research and development	25,426		22,972		69,234		71,068
Production start-up	2,945		13,019		16,014		23,812
Litigation loss	—		—		—		6,000
Total operating expenses	71,847		85,852		217,157		261,098
Gain on sales of businesses, net	(1,866)		—		147,284		—
Operating income	50,867		207,163		413,592		259,715
Foreign currency loss, net	(1,018)		(1,852)		(4,613)		(3,549)
Interest income	1,752		2,109		3,996		15,113
Interest expense, net	(2,958)		(10,975)		(10,577)		(21,018)
Other (expense) income, net	(2,603)		(3,236)		2,598		(8,653)
Income before taxes and equity in earnings	46,040		193,209		404,996		241,608
Income tax (expense) benefit	(837)		(38,107)		(67,673)		40,894
Equity in earnings, net of tax	—		(65)		—		150
Net income	$	45,203	$	155,037	$	337,323	$	282,652

Net income per share:
Basic	$	0.43	$	1.46	$	3.18	$	2.67
Diluted	$	0.42	$	1.45	$	3.16	$	2.65
Weighted-average number of shares used in per share calculations:
Basic	106,320		105,967		106,241		105,830
Diluted	106,899		106,751		106,879		106,537

See accompanying notes to these condensed consolidated financial statements.

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FIRST SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income	$	45,203	$	155,037	$	337,323	$	282,652
Other comprehensive (loss) income:
Foreign currency translation adjustments	(1,915)		3,242		(11,341)		552
Unrealized (loss) gain on marketable securities and restricted marketable securities, net of tax of $47, $(236), $1,134 and $(822)	(3,486)		6,148		(19,961)		20,826
Unrealized gain (loss) on derivative instruments, net of tax of $153, $55, $(545) and $(31)	118		(1,827)		4,284		(1,741)
Other comprehensive (loss) income	(5,283)		7,563		(27,018)		19,637
Comprehensive income	$	39,920	$	162,600	$	310,305	$	302,289

See accompanying notes to these condensed consolidated financial statements.

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FIRST SOLAR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	September 30, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	1,367,464	$	1,227,002
Marketable securities (amortized cost of $554,897 and $519,844 and allowance for credit losses of $133 and $121 at September 30, 2021 and December 31, 2020, respectively)	554,601		520,066
Accounts receivable trade	249,771		269,095
Less: allowance for credit losses	(1,430)		(3,009)
Accounts receivable trade, net	248,341		266,086
Accounts receivable, unbilled	25,053		26,673
Less: allowance for credit losses	(51)		(303)
Accounts receivable, unbilled, net	25,002		26,370
Inventories	647,439		567,587
Assets held for sale	—		155,685
Prepaid expenses and other current assets	203,478		251,739
Total current assets	3,046,325		3,014,535
Property, plant and equipment, net	2,505,921		2,402,285
PV solar power systems, net	230,423		243,396
Project assets	335,259		373,377
Deferred tax assets, net	108,387		104,099
Restricted marketable securities (amortized cost of $254,659 and $247,628 and allowance for credit losses of $53 and $13 at September 30, 2021 and December 31, 2020, respectively)	251,379		265,280
Goodwill	14,462		14,462
Intangible assets, net	47,935		56,138
Inventories	236,446		201,229
Other assets	492,093		434,130
Total assets	$	7,268,630	$	7,108,931
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	170,041	$	183,349
Income taxes payable	12,984		14,571
Accrued expenses	231,163		310,467
Current portion of long-term debt	37,129		41,540
Deferred revenue	238,810		188,813
Liabilities held for sale	—		25,621
Other current liabilities	25,109		83,037
Total current liabilities	715,236		847,398
Accrued solar module collection and recycling liability	140,019		130,688
Long-term debt	241,483		237,691
Other liabilities	341,817		372,226
Total liabilities	1,438,555		1,588,003
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 106,326,000 and 105,980,466 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	106		106
Additional paid-in capital	2,865,628		2,866,786
Accumulated earnings	3,053,085		2,715,762
Accumulated other comprehensive loss	(88,744)		(61,726)
Total stockholders’ equity	5,830,075		5,520,928
Total liabilities and stockholders’ equity	$	7,268,630	$	7,108,931

See accompanying notes to these condensed consolidated financial statements.

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FIRST SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Three Months Ended September 30, 2021
	Common Stock			Additional Paid-In Capital		Accumulated Earnings		Accumulated Other Comprehensive (Loss) Income		Total Stockholders' Equity
	Shares	Amount
Balance at June 30, 2021	106,319	$	106	$	2,859,108	$	3,007,882	$	(83,461)	$	5,783,635
Net income	—	—		—		45,203		—		45,203
Other comprehensive loss	—	—		—		—		(5,283)		(5,283)
Common stock issued for share-based compensation	8	—		—		—		—		—
Tax withholding related to vesting of restricted stock	(1)	—		(67)		—		—		(67)
Share-based compensation expense	—	—		6,587		—		—		6,587
Balance at September 30, 2021	106,326	$	106	$	2,865,628	$	3,053,085	$	(88,744)	$	5,830,075

	Three Months Ended September 30, 2020
	Common Stock			Additional Paid-In Capital		Accumulated Earnings		Accumulated Other Comprehensive (Loss) Income		Total Stockholders' Equity
	Shares	Amount
Balance at June 30, 2020	105,961	$	106	$	2,848,928	$	2,445,022	$	(67,260)	$	5,226,796

Net income	—	—		—		155,037		—		155,037
Other comprehensive income	—	—		—		—		7,563		7,563
Common stock issued for share-based compensation	19	—		—		—		—		—
Tax withholding related to vesting of restricted stock	(5)	—		(289)		—		—		(289)
Share-based compensation expense	—	—		7,006		—		—		7,006
Balance at September 30, 2020	105,975	$	106	$	2,855,645	$	2,600,059	$	(59,697)	$	5,396,113

See accompanying notes to these condensed consolidated financial statements.

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FIRST SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)

(In thousands)

(Unaudited)


	Nine Months Ended September 30, 2021
	Common Stock			Additional Paid-In Capital		Accumulated Earnings		Accumulated Other Comprehensive (Loss) Income		Total Stockholders' Equity
	Shares	Amount
Balance at December 31, 2020	105,980	$	106	$	2,866,786	$	2,715,762	$	(61,726)	$	5,520,928
Net income	—	—		—		337,323		—		337,323
Other comprehensive loss	—	—		—		—		(27,018)		(27,018)
Common stock issued for share-based compensation	554	—		—		—		—		—
Tax withholding related to vesting of restricted stock	(208)	—		(15,877)		—		—		(15,877)
Share-based compensation expense	—	—		14,719		—		—		14,719
Balance at September 30, 2021	106,326	$	106	$	2,865,628	$	3,053,085	$	(88,744)	$	5,830,075

	Nine Months Ended September 30, 2020
	Common Stock			Additional Paid-In Capital		Accumulated Earnings		Accumulated Other Comprehensive (Loss) Income		Total Stockholders' Equity
	Shares	Amount
Balance at December 31, 2019	105,449	$	105	$	2,849,376	$	2,326,620	$	(79,334)	$	5,096,767
Cumulative-effect adjustment for the adoption of ASU 2016-13	—	—		—		(9,213)		—		(9,213)
Net income	—	—		—		282,652		—		282,652
Other comprehensive income	—	—		—		—		19,637		19,637
Common stock issued for share-based compensation	808	1		1,362		—		—		1,363
Tax withholding related to vesting of restricted stock	(282)	—		(13,053)		—		—		(13,053)
Share-based compensation expense	—	—		17,960		—		—		17,960
Balance at September 30, 2020	105,975	$	106	$	2,855,645	$	2,600,059	$	(59,697)	$	5,396,113

See accompanying notes to these condensed consolidated financial statements.

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FIRST SOLAR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2021		2020
Cash flows from operating activities:
Net income	$	337,323	$	282,652
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation, amortization and accretion	194,606		173,277
Impairments and net losses on disposal of long-lived assets	9,083		24,600
Share-based compensation	14,974		18,189
Deferred income taxes	(13,450)		(77,970)
Gain on sales of businesses, net	(147,284)		—
Gains on sales of marketable securities and restricted marketable securities	(11,696)		(15,346)
Liabilities assumed by customers for the sale of systems	—		(136,745)
Other, net	(2,909)		16,289
Changes in operating assets and liabilities:
Accounts receivable, trade and unbilled	79,565		330,090
Prepaid expenses and other current assets	(52,275)		8,467
Inventories	(116,017)		(142,017)
Project assets and PV solar power systems	11,945		183,163
Other assets	(39,264)		(30,804)
Income tax receivable and payable	22,615		9,160
Accounts payable	879		(58,311)
Accrued expenses and other liabilities	(95,685)		(720,756)
Accrued solar module collection and recycling liability	10,682		(13,136)
Net cash provided by (used in) operating activities	203,092		(149,198)
Cash flows from investing activities:
Purchases of property, plant and equipment	(345,399)		(327,284)
Purchases of marketable securities and restricted marketable securities	(1,107,704)		(642,993)
Proceeds from sales and maturities of marketable securities and restricted marketable securities	1,075,768		1,100,176
Proceeds from sales of businesses	300,499		—
Other investing activities	(6,453)		(13,577)
Net cash (used in) provided by investing activities	(83,289)		116,322
Cash flows from financing activities:
Repayment of long-term debt	(38,471)		(224,643)
Proceeds from borrowings under long-term debt, net of discounts and issuance costs	45,138		140,304
Payments of tax withholdings for restricted shares	(15,877)		(13,053)
Other financing activities	—		(804)
Net cash used in financing activities	(9,210)		(98,196)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1,687		1,251
Net increase (decrease) in cash, cash equivalents and restricted cash	112,280		(129,821)
Cash, cash equivalents and restricted cash, beginning of the period	1,273,594		1,446,510
Cash, cash equivalents and restricted cash, end of the period	$	1,385,874	$	1,316,689
Supplemental disclosure of noncash investing and financing activities:
Property, plant and equipment acquisitions funded by liabilities	$	50,415	$	129,384

See accompanying notes to these condensed consolidated financial statements.

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FIRST SOLAR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of First Solar, Inc. and its subsidiaries in this Quarterly Report have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of First Solar management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Certain prior period balances have been reclassified to conform to the current period presentation.

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Despite our intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from such estimates and assumptions. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or for any other period. The condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These interim financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020 included in our Annual Report on Form 10-K, which has been filed with the SEC.

Unless expressly stated or the context otherwise requires, the terms “the Company,” “we,” “us,” “our,” and “First Solar” refer to First Solar, Inc. and its consolidated subsidiaries, and the term “condensed consolidated financial statements” refers to the accompanying unaudited condensed consolidated financial statements contained in this Quarterly Report.

2. Sales of Businesses

Sale of North American O&M operations

Following an evaluation of the long-term cost structure, competitiveness, and risk-adjusted returns of our O&M services business, we received an offer to purchase certain portions of the business and determined it was in the best interest of our stockholders to pursue the transaction. Accordingly, in August 2020, we entered into an agreement with a subsidiary of Clairvest Group, Inc. (“Clairvest”) for the sale of our North American O&M operations.

On March 31, 2021, we completed the transaction. Following certain customary post-closing adjustments, we received total consideration of $149.1 million. As a result of this transaction, we recognized a gain of $115.8 million, net of transaction costs and post-closing adjustments, during the nine months ended September 30, 2021, which was included in “Gain on sales of businesses, net” in our condensed consolidated statements of operations. The assets and liabilities associated with this business were classified as held for sale in our condensed consolidated balance sheet as of December 31, 2020.

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Sale of U.S. project development business

Following a separate evaluation of the long-term cost structure, competitiveness, and risk-adjusted returns of our U.S. project development business, we determined it was also in the best interest of our stockholders to pursue the sale of this business. In January 2021, we entered into an agreement with Leeward Renewable Energy Development, LLC (“Leeward”), a subsidiary of the Ontario Municipal Employees Retirement System, for the sale of our U.S. project development business, which included developing, contracting for the construction of, and selling utility-scale photovoltaic (“PV”) solar power systems in the United States. The transaction included our approximately 10 GWAC utility-scale solar project pipeline, including the advanced-stage Horizon, Madison, Ridgely, Rabbitbrush, and Oak Trail projects, which are expected to commence construction in the next two years; the 30MWAC Barilla Solar project, which is operational; and certain other equipment. In addition, Leeward agreed to certain module purchase commitments.

On March 31, 2021, we completed the transaction for an aggregate purchase price of $284.0 million. Such purchase price included $151.4 million for the sale of the U.S. project development business and $132.6 million for the sale of 392 MWDC of solar modules, which is presented in “Net sales” on our condensed consolidated statements of operations for the nine months ended September 30, 2021.

During the nine months ended September 30, 2021, we recognized a gain of $31.5 million, net of transaction costs and post-closing adjustments, from the sale of our U.S. project development business, which is included in “Gain on sales of businesses, net” in our condensed consolidated statements of operations. The assets and liabilities associated with this business were classified as held for sale in our condensed consolidated balance sheet as of December 31, 2020.

3. Cash, Cash Equivalents, and Marketable Securities

Cash, cash equivalents, and marketable securities consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Cash and cash equivalents:
Cash	$	1,367,462	$	1,227,000
Money market funds	2		2
Total cash and cash equivalents	1,367,464		1,227,002
Marketable securities:
Foreign debt	147,445		214,254
U.S. debt	18,710		14,543
Time deposits	388,446		291,269
Total marketable securities	554,601		520,066
Total cash, cash equivalents, and marketable securities	$	1,922,065	$	1,747,068

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The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020 to the total of such amounts as presented in the condensed consolidated statements of cash flows (in thousands):


	Balance Sheet Line Item	September 30, 2021		December 31, 2020
Cash and cash equivalents	Cash and cash equivalents	$	1,367,464	$	1,227,002
Restricted cash – current	Prepaid expenses and other current assets	1,181		1,745
Restricted cash – noncurrent	Other assets	17,229		44,847
Total cash, cash equivalents, and restricted cash		$	1,385,874	$	1,273,594

During the nine months ended September 30, 2021, we sold marketable securities for proceeds of $5.5 million and realized gains of less than $0.1 million on such sales. During the three and nine months ended September 30, 2020, we sold marketable securities for proceeds of $27.6 million and $188.1 million, respectively, and realized gains of less than $0.1 million and $0.2 million, respectively, on such sales. See Note 8. “Fair Value Measurements” to our condensed consolidated financial statements for information about the fair value of our marketable securities.

The following tables summarize the unrealized gains and losses related to our available-for-sale marketable securities, by major security type, as of September 30, 2021 and December 31, 2020 (in thousands):


	As of September 30, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for Credit Losses		Fair Value
Foreign debt	$	147,312	$	133	$	—	$	—	$	147,445
U.S. debt	19,009		13		309		3		18,710
Time deposits	388,576		—		—		130		388,446
Total	$	554,897	$	146	$	309	$	133	$	554,601


	As of December 31, 2020
	Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for Credit Losses		Fair Value
Foreign debt	$	213,949	$	367	$	46	$	16	$	214,254
U.S. debt	14,521		22		—		—		14,543
Time deposits	291,374		—		—		105		291,269
Total	$	519,844	$	389	$	46	$	121	$	520,066

The following table presents the change in the allowance for credit losses related to our available-for-sale marketable securities for the nine months ended September 30, 2021 and 2020 (in thousands):


	Nine Months Ended September 30,
	2021		2020
Allowance for credit losses, beginning of period	$	121	$	—
Cumulative-effect adjustment for the adoption of ASU 2016-13	—		207
Provision for credit losses, net	329		215
Sales and maturities of marketable securities	(317)		(374)
Allowance for credit losses, end of period	$	133	$	48

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The contractual maturities of our marketable securities as of September 30, 2021 were as follows (in thousands):


	Fair Value
One year or less	$	538,879
One year to two years	6,034
Two years to three years	—
Three years to four years	—
Four years to five years	4,813
More than five years	4,875
Total	$	554,601

4. Restricted Marketable Securities

Restricted marketable securities consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Foreign government obligations	$	71,603	$	149,700
Supranational debt	10,944		—
U.S. debt	145,151		—
U.S. government obligations	23,681		115,580
Total restricted marketable securities	$	251,379	$	265,280

Our restricted marketable securities represent long-term investments to fund the estimated future cost of collecting and recycling modules covered under our solar module collection and recycling program. We have established a trust under which estimated funds are put into custodial accounts with an established and reputable bank, for which First Solar, Inc.; First Solar Malaysia Sdn. Bhd.; and First Solar Manufacturing GmbH are grantors. As of September 30, 2021 and December 31, 2020, such custodial accounts also included noncurrent restricted cash balances of $0.6 million and $0.7 million, respectively, which were reported within “Other assets.” Trust funds may be disbursed for qualified module collection and recycling costs (including capital and facility related recycling costs), payments to customers for assuming collection and recycling obligations, and reimbursements of any overfunded amounts. Investments in the trust must meet certain investment quality criteria comparable to highly rated government or agency bonds. As necessary, we fund any incremental amounts for our estimated collection and recycling obligations on an annual basis based on the estimated costs of collecting and recycling covered modules, estimated rates of return on our restricted marketable securities, and an estimated solar module life of 25 years, less amounts already funded in prior years.

During the nine months ended September 30, 2021, we sold all our restricted marketable securities for proceeds of $258.9 million and realized gains of $11.7 million on such sales, and repurchased $255.6 million of restricted marketable securities as part of our ongoing management of the custodial accounts. During the nine months ended September 30, 2020, we sold certain restricted marketable securities for proceeds of $115.2 million, realized gains of $15.1 million on such sales, and repurchased $114.5 million of restricted marketable securities as part of our ongoing management of the custodial accounts. See Note 8. “Fair Value Measurements” to our condensed consolidated financial statements for information about the fair value of our restricted marketable securities.

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The following table summarizes the unrealized gains and losses related to our restricted marketable securities, by major security type, as of September 30, 2021 and December 31, 2020 (in thousands):


	As of September 30, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for Credit Losses		Fair Value
Foreign government obligations	$	68,081	$	5,280	$	1,747	$	11	$	71,603
Supranational debt	11,416		—		472		—		10,944
U.S. debt	150,500		—		5,312		37		145,151
U.S. government obligations	24,662		—		976		5		23,681
Total	$	254,659	$	5,280	$	8,507	$	53	$	251,379


	As of December 31, 2020
	Amortized Cost		Unrealized Gains		Unrealized Losses		Allowance for Credit Losses		Fair Value
Foreign government obligations	$	131,980	$	17,720	$	—	$	—	$	149,700
U.S. government obligations	115,648		133		188		13		115,580
Total	$	247,628	$	17,853	$	188	$	13	$	265,280

The following table presents the change in the allowance for credit losses related to our restricted marketable securities for the nine months ended September 30, 2021 and 2020 (in thousands):


	Nine Months Ended September 30,
	2021		2020
Allowance for credit losses, beginning of period	$	13	$	—
Cumulative-effect adjustment for the adoption of ASU 2016-13	—		54
Provision for credit losses, net	69		(29)
Sales of restricted marketable securities	(29)		(25)
Allowance for credit losses, end of period	$	53	$	—

As of September 30, 2021, the contractual maturities of our restricted marketable securities were between 9 years and 18 years.

5. Consolidated Balance Sheet Details

Accounts receivable trade, net

Accounts receivable trade, net consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Accounts receivable trade, gross	$	249,771	$	269,095
Allowance for credit losses	(1,430)		(3,009)
Accounts receivable trade, net	$	248,341	$	266,086

At September 30, 2021 and December 31, 2020, $60.7 million and $24.4 million, respectively, of our trade accounts receivable were secured by letters of credit and surety bonds issued by creditworthy financial institutions.

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Accounts receivable, unbilled, net

Accounts receivable, unbilled, net consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Accounts receivable, unbilled	$	25,053	$	26,673
Allowance for credit losses	(51)		(303)
Accounts receivable, unbilled, net	$	25,002	$	26,370

Allowance for credit losses

The following tables present the change in the allowances for credit losses related to our accounts receivable for the nine months ended September 30, 2021 and 2020 (in thousands):


	Nine Months Ended September 30,
Accounts receivable, trade	2021		2020
Allowance for credit losses, beginning of period	$	3,009	$	1,386
Cumulative-effect adjustment for the adoption of ASU 2016-13	—		171
Provision for credit losses, net	(1,458)		1,421
Writeoffs	(121)		(565)
Allowance for credit losses, end of period	$	1,430	$	2,413


	Nine Months Ended September 30,
Accounts receivable, unbilled	2021		2020
Allowance for credit losses, beginning of period	$	303	$	—
Cumulative-effect adjustment for the adoption of ASU 2016-13	—		459
Provision for credit losses, net	(252)		635
Writeoffs	—		(175)
Allowance for credit losses, end of period	$	51	$	919

Inventories

Inventories consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Raw materials	$	356,109	$	292,334
Work in process	61,195		64,709
Finished goods	466,581		411,773
Inventories	$	883,885	$	768,816
Inventories – current	$	647,439	$	567,587
Inventories – noncurrent	$	236,446	$	201,229

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Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Prepaid expenses	$	172,112	$	160,534
Derivative instruments (1)	6,682		3,315
Prepaid income taxes	6,206		71,051
Restricted cash	1,181		1,745
Other current assets	17,297		15,094
Prepaid expenses and other current assets	$	203,478	$	251,739

——————————

(1)See Note 6. “Derivative Financial Instruments” to our condensed consolidated financial statements for discussion of our derivative instruments.

Property, plant and equipment, net

Property, plant and equipment, net consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Land	$	17,856	$	14,498
Buildings and improvements	693,833		693,762
Machinery and equipment	2,507,719		2,184,236
Office equipment and furniture	139,034		143,685
Leasehold improvements	40,206		41,459
Construction in progress	281,715		419,766
Property, plant and equipment, gross	3,680,363		3,497,406
Accumulated depreciation	(1,174,442)		(1,095,121)
Property, plant and equipment, net	$	2,505,921	$	2,402,285

Depreciation of property, plant and equipment was $59.1 million and $174.7 million for the three and nine months ended September 30, 2021, respectively, and $49.7 million and $145.5 million for the three and nine months ended September 30, 2020, respectively.

PV solar power systems, net

PV solar power systems, net consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
PV solar power systems, gross	$	291,898	$	298,067
Accumulated depreciation	(61,475)		(54,671)
PV solar power systems, net	$	230,423	$	243,396

Depreciation of PV solar power systems was $3.0 million and $8.9 million for the three and nine months ended September 30, 2021, respectively, and $4.8 million and $16.4 million for the three and nine months ended September 30, 2020, respectively.

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We evaluate our PV solar power systems for impairment under a held and used impairment model whenever events or changes in circumstances arise that may indicate that the carrying amount of a particular system may not be recoverable. Such events or changes may include a significant decrease in the market price of the asset, current-period operating or cash flow losses combined with a history of such losses or a projection of future losses associated with the use of the asset, and changes in expectations regarding our intent to hold the asset on a long-term basis or the timing of a potential asset disposition.

As of September 30, 2021 and December 31, 2020, the recoverability of our Luz del Norte PV solar power plant was based, in part, on the likelihood of our continued ownership and operation of the system. However, it is reasonably possible that our intent to hold the asset may change in the near term due to our evaluation of strategic sale opportunities for the system. The pursuit of such opportunities, which require coordination with the system’s lenders, may result in a determination that the carrying value of the system is not recoverable based on the probability-weighted undiscounted future cash flows, which in turn could result in a possible impairment of the system in future periods. Accordingly, any changes in our expected use of the asset or its disposition may result in impairment charges that could be material to our condensed consolidated financial statements and have a significant adverse impact on our results of operations.

Project assets

Project assets consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Project assets – development costs, including project acquisition and land costs	$	129,844	$	176,346
Project assets – construction costs	205,415		197,031
Project assets	$	335,259	$	373,377

Other assets

Other assets consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Operating lease assets (1)	$	238,508	$	226,664
Advanced payments for raw materials	89,252		97,883
Income tax receivables	39,888		36
Indirect tax receivables	24,785		14,849
Accounts receivable, unbilled, net	24,018		22,722
Accounts receivable trade, net	23,094		—
Restricted cash	17,229		44,847
Other	35,319		27,129
Other assets	$	492,093	$	434,130

——————————

(1)See Note 7. “Leases” to our condensed consolidated financial statements for discussion of our lease arrangements.

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Goodwill

Goodwill for the relevant reporting unit consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	December 31, 2020		Acquisitions (Impairments)		September 30, 2021
Modules	$	407,827	$	—	$	407,827
Accumulated impairment losses	(393,365)		—		(393,365)
Goodwill	$	14,462	$	—	$	14,462

Intangible assets, net

The following tables summarize our intangible assets at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021
	Gross Amount		Accumulated Amortization		Net Amount
Developed technology	$	99,964	$	(59,518)	$	40,446
Power purchase agreements	6,486		(1,539)		4,947
Patents	8,173		(5,631)		2,542
Intangible assets, net	$	114,623	$	(66,688)	$	47,935


	December 31, 2020
	Gross Amount		Accumulated Amortization		Net Amount
Developed technology	$	99,964	$	(52,115)	$	47,849
Power purchase agreements	6,486		(1,296)		5,190
Patents	8,173		(5,074)		3,099
Intangible assets, net	$	114,623	$	(58,485)	$	56,138

Amortization of intangible assets was $2.7 million and $8.2 million for the three and nine months ended September 30, 2021, respectively, and $2.7 million and $8.1 million for the three and nine months ended September 30, 2020, respectively.

Accrued expenses

Accrued expenses consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Accrued project costs	$	43,721	$	81,380
Accrued freight	42,091		26,580
Accrued inventory	39,514		25,704
Accrued compensation and benefits	29,030		51,685
Accrued property, plant and equipment	20,637		66,543
Product warranty liability (1)	16,752		22,278
Other	39,418		36,297
Accrued expenses	$	231,163	$	310,467

——————————

(1)See Note 10. “Commitments and Contingencies” to our condensed consolidated financial statements for discussion of our “Product Warranties.”

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Other current liabilities

Other current liabilities consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Operating lease liabilities (1)	$	13,566	$	14,006
Derivative instruments (2)	1,720		5,280
Other taxes payable	1,221		30,041
Other	8,602		33,710
Other current liabilities	$	25,109	$	83,037

——————————

(1)See Note 7. “Leases” to our condensed consolidated financial statements for discussion of our lease arrangements.

(2)See Note 6. “Derivative Financial Instruments” to our condensed consolidated financial statements for discussion of our derivative instruments.

Other liabilities

Other liabilities consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Operating lease liabilities (1)	$	173,627	$	189,034
Deferred revenue	68,663		44,919
Product warranty liability (2)	41,789		72,818
Deferred tax liabilities, net	14,305		23,671
Other	43,433		41,784
Other liabilities	$	341,817	$	372,226

——————————

(1)See Note 7. “Leases” to our condensed consolidated financial statements for discussion of our lease arrangements.

(2)See Note 10. “Commitments and Contingencies” to our condensed consolidated financial statements for discussion of our “Product Warranties.”

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6. Derivative Financial Instruments

As a global company, we are exposed in the normal course of business to interest rate, foreign currency, and commodity price risks that could affect our financial position, results of operations, and cash flows. We use derivative instruments to hedge against these risks and only hold such instruments for hedging purposes, not for speculative or trading purposes.

Depending on the terms of the specific derivative instruments and market conditions, some of our derivative instruments may be assets and others liabilities at any particular balance sheet date. We report all of our derivative instruments at fair value and account for changes in the fair value of derivative instruments within “Accumulated other comprehensive loss” if the derivative instruments qualify for hedge accounting. For those derivative instruments that do not qualify for hedge accounting (i.e., “economic hedges”), we record the changes in fair value directly to earnings. See Note 8. “Fair Value Measurements” to our condensed consolidated financial statements for information about the techniques we use to measure the fair value of our derivative instruments.

The following tables present the fair values of derivative instruments included in our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021
	Prepaid Expenses and Other Current Assets		Other Assets		Other Current Liabilities		Other Liabilities
Derivatives designated as hedging instruments:
Foreign exchange forward contracts	$	628	$	18	$	36	$	—
Commodity swap contracts	633		—		—		—
Total derivatives designated as hedging instruments	$	1,261	$	18	$	36	$	—

Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	$	5,421	$	—	$	1,684	$	—
Interest rate swap contracts	—		—		—		595
Total derivatives not designated as hedging instruments	$	5,421	$	—	$	1,684	$	595
Total derivative instruments	$	6,682	$	18	$	1,720	$	595


	December 31, 2020
	Prepaid Expenses and Other Current Assets		Other Current Liabilities		Other Liabilities
Derivatives designated as hedging instruments:
Foreign exchange forward contracts	$	—	$	2,504	$	341
Commodity swap contracts	1,478		—		—
Total derivatives designated as hedging instruments	$	1,478	$	2,504	$	341

Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	$	1,837	$	2,776	$	—
Total derivatives not designated as hedging instruments	$	1,837	$	2,776	$	—
Total derivative instruments	$	3,315	$	5,280	$	341

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The following table presents the pretax amounts related to derivative instruments designated as cash flow hedges affecting accumulated other comprehensive income (loss) and our condensed consolidated statements of operations for the nine months ended September 30, 2021 and 2020 (in thousands):


	Foreign Exchange Forward Contracts		Commodity Swap Contracts		Total
Balance as of December 31, 2020	$	(3,644)	$	1,472	$	(2,172)
Amounts recognized in other comprehensive income (loss)	2,268		1,531		3,799

Amounts reclassified to earnings impacting:

Cost of sales	1,913		(883)		1,030



Balance as of September 30, 2021	$	537	$	2,120	$	2,657

Balance as of December 31, 2019	$	(962)	$	—	$	(962)
Amounts recognized in other comprehensive income (loss)	(2,129)		(228)		(2,357)
Amounts reclassified to earnings impacting:

Cost of sales	647		—		647



Balance as of September 30, 2020	$	(2,444)	$	(228)	$	(2,672)

During the three and nine months ended September 30, 2021, we recognized unrealized gains of less than $0.1 million and unrealized losses of less than $0.1 million, respectively, within “Cost of sales” for amounts excluded from effectiveness testing for our foreign exchange forward contracts designated as cash flow hedges. During the three and nine months ended September 30, 2020, we recognized unrealized gains of $0.1 million and $1.2 million, respectively, within “Cost of sales” for amounts excluded from effectiveness testing for our foreign exchange forward contracts designated as cash flow hedges.

The following table presents gains and losses related to derivative instruments not designated as hedges affecting our condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020 (in thousands):


		Amount of Gain (Loss) Recognized in Income
		Three Months Ended September 30,				Nine Months Ended September 30,
	Income Statement Line Item	2021		2020		2021		2020
Foreign exchange forward contracts	Cost of sales	$	103	$	(195)	$	(174)	$	(73)
Foreign exchange forward contracts	Foreign currency loss, net	1,802		(2,598)		10,821		(2,405)
Interest rate swap contracts	Interest expense, net	96		(5,878)		(595)		(7,259)

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Interest Rate Risk

We use interest rate swap contracts to mitigate our exposure to interest rate fluctuations associated with certain of our debt instruments. We do not use such swap contracts for speculative or trading purposes. During the nine months ended September 30, 2021 and 2020, all of our interest rate swap contracts related to project specific debt facilities. Such swap contracts did not qualify for accounting as cash flow hedges in accordance with Accounting Standards Codification (“ASC”) 815 due to our expectation to sell the associated projects before the maturity of their project specific debt financings and corresponding swap contracts. Accordingly, changes in the fair values of these swap contracts were recorded directly to “Interest expense, net.”

In June 2021, FS Japan Project B4 GK, our indirect wholly-owned subsidiary and project company, entered into an interest rate swap contract to hedge a portion of the floating rate term loan facility under the project’s Ikeda Credit Facility (as defined in Note 9. “Debt” to our condensed consolidated financial statements). Such swap had an initial notional value of ¥0.7 billion and entitled the project to receive a six-month floating Tokyo Interbank Offered Rate (“TIBOR”) plus 0.70% interest rate while requiring the project to pay a fixed rate of 1.12%. The notional amount of the interest rate swap contract proportionately adjusts with scheduled draws and principal payments on the underlying hedged debt. As of September 30, 2021, the notional value of the interest rate swap contract was ¥1.0 billion ($8.6 million).

Foreign Currency Risk

Cash Flow Exposure

We expect certain of our subsidiaries to have future cash flows that will be denominated in currencies other than the subsidiaries’ functional currencies. Changes in the exchange rates between the functional currencies of our subsidiaries and the other currencies in which they transact will cause fluctuations in the cash flows we expect to receive or pay when these cash flows are realized or settled. Accordingly, we enter into foreign exchange forward contracts to hedge a portion of these forecasted cash flows. As of September 30, 2021 and December 31, 2020, these foreign exchange forward contracts hedged our forecasted cash flows for periods up to 14 months and 20 months, respectively. These foreign exchange forward contracts qualify for accounting as cash flow hedges in accordance with ASC 815, and we designated them as such. We report unrealized gains or losses on such contracts in “Accumulated other comprehensive loss” and subsequently reclassify applicable amounts into earnings when the hedged transaction occurs and impacts earnings. We determined that these derivative financial instruments were highly effective as cash flow hedges as of September 30, 2021 and December 31, 2020.

As of September 30, 2021 and December 31, 2020, the notional values associated with our foreign exchange forward contracts qualifying as cash flow hedges were as follows (notional amounts and U.S. dollar equivalents in millions):

September 30, 2021

Currency

Notional Amount

USD Equivalent

U.S. dollar (1)

$39.8

British pound

GBP 10.6

$14.3

December 31, 2020

Currency

Notional Amount

USD Equivalent

U.S. dollar (1)

$43.4

——————————

(1)These derivative instruments represent hedges of outstanding payables denominated in U.S. dollars at certain of our foreign subsidiaries whose functional currencies are other than the U.S. dollar.

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In the following 12 months, we expect to reclassify to earnings $0.5 million of net unrealized gains related to foreign exchange forward contracts that are included in “Accumulated other comprehensive loss” at September 30, 2021 as we realize the earnings effects of the related forecasted transactions. The amount we ultimately record to earnings will depend on the actual exchange rates when we realize the related forecasted transactions.

Transaction Exposure and Economic Hedging

Many of our subsidiaries have assets and liabilities (primarily cash, receivables, deferred taxes, payables, accrued expenses, operating lease liabilities, and solar module collection and recycling liabilities) that are denominated in currencies other than the subsidiaries’ functional currencies. Changes in the exchange rates between the functional currencies of our subsidiaries and the other currencies in which these assets and liabilities are denominated will create fluctuations in our reported condensed consolidated statements of operations and cash flows. We may enter into foreign exchange forward contracts or other financial instruments to economically hedge assets and liabilities against the effects of currency exchange rate fluctuations. The gains and losses on such foreign exchange forward contracts will economically offset all or part of the transaction gains and losses that we recognize in earnings on the related foreign currency denominated assets and liabilities.

We also enter into foreign exchange forward contracts to economically hedge balance sheet and other exposures related to transactions between certain of our subsidiaries and transactions with third parties. Such contracts are considered economic hedges and do not qualify for hedge accounting. Accordingly, we recognize gains or losses from the fluctuations in foreign exchange rates and the fair value of these derivative contracts in “Foreign currency loss, net” on our condensed consolidated statements of operations.

As of September 30, 2021 and December 31, 2020, the notional values of our foreign exchange forward contracts that do not qualify for hedge accounting were as follows (notional amounts and U.S. dollar equivalents in millions):

September 30, 2021

Transaction

Currency

Notional Amount

USD Equivalent

Purchase

Australian dollar

AUD 3.2

$2.3

Purchase

Brazilian real

BRL 2.6

$0.5

Purchase

Chilean peso

CLP 985.0

$1.2

Sell

Chilean peso

CLP 4,240.6

$5.3

Purchase

Euro

€86.4

$100.6

Sell

Euro

€32.6

$37.9

Purchase

British pound

GBP 2.5

$3.4

Sell

Indian rupee

INR 1,830.0

$24.7

Purchase

Japanese yen

¥151.8

$1.4

Sell

Japanese yen

¥27,325.6

$244.9

Purchase

Malaysian ringgit

MYR 30.5

$7.3

Sell

Malaysian ringgit

MYR 26.8

$6.4

Sell

Mexican peso

MXN 34.6

$1.7

Purchase

Singapore dollar

SGD 5.5

$4.0

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December 31, 2020

Transaction

Currency

Notional Amount

USD Equivalent

Purchase

Australian dollar

AUD 3.2

$2.5

Purchase

Brazilian real

BRL 2.6

$0.5

Sell

Canadian dollar

CAD 8.9

$7.0

Purchase

Chilean peso

CLP 2,006.0

$2.8

Sell

Chilean peso

CLP 4,476.7

$6.3

Purchase

Euro

€140.0

$172.1

Sell

Euro

€63.6

$78.2

Sell

Indian rupee

INR 619.2

$8.4

Purchase

Japanese yen

¥1,593.7

$15.5

Sell

Japanese yen

¥20,656.6

$200.5

Purchase

Malaysian ringgit

MYR 69.3

$17.2

Sell

Malaysian ringgit

MYR 24.9

$6.2

Sell

Mexican peso

MXN 34.6

$1.7

Purchase

Singapore dollar

SGD 2.9

$2.2

Commodity Price Risk

We use commodity swap contracts to mitigate our exposure to commodity price fluctuations for certain raw materials used in the production of our modules. In August 2020, we entered into a commodity swap contract to hedge a portion of our forecasted cash flows for purchases of aluminum frames for a one-year period. Such swap had an initial notional value based on metric tons of forecasted aluminum purchases, equivalent to $24.9 million, and entitles us to receive a three-month average London Metals Exchange price for aluminum while requiring us to pay certain fixed prices. The notional amount of the commodity swap contract proportionately adjusted with forecasted purchases of aluminum frames.

This commodity swap contract qualifies for accounting as a cash flow hedge in accordance with ASC 815, and we designated it as such. We report unrealized gains or losses on such contract in “Accumulated other comprehensive loss” and subsequently reclassify applicable amounts into earnings when the hedged transaction occurs and impacts earnings. We determined that this derivative financial instrument was highly effective as a cash flow hedge as of September 30, 2021 and December 31, 2020. In the following 12 months, we expect to reclassify into earnings $2.1 million of net unrealized gains related to this commodity swap contract that are included in “Accumulated other comprehensive loss” at September 30, 2021 as we realize the earnings effects of the related forecasted transactions.

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7. Leases

Our lease arrangements include land associated with our systems projects, our corporate and administrative offices, land for our international manufacturing facilities, and certain of our manufacturing equipment. Such leases primarily relate to assets located in the United States, Japan, Malaysia, India, and Vietnam.

The following table presents certain quantitative information related to our lease arrangements for the three and nine months ended September 30, 2021 and 2020, and as of September 30, 2021 and December 31, 2020 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Operating lease cost	$	4,622	$	4,798	$	13,171	$	13,694
Variable lease cost	575		628		1,575		1,919
Short-term lease cost	104		1,112		711		2,817
Total lease cost	$	5,301	$	6,538	$	15,457	$	18,430

Payments of amounts included in the measurement of operating lease liabilities					$	16,813	$	15,756
Lease assets obtained in exchange for operating lease liabilities					$	19,769	$	93,992

					September 30, 2021		December 31, 2020
Operating lease assets					$	238,508	$	226,664
Operating lease liabilities – current					13,566		14,006
Operating lease liabilities – noncurrent					173,627		189,034


Weighted-average remaining lease term	20 years		20 years
Weighted-average discount rate	2.6	%	2.9	%

As of September 30, 2021, the future payments associated with our lease liabilities were as follows (in thousands):


	Total Lease Liabilities
Remainder of 2021	$	3,292
2022	17,051
2023	17,100
2024	16,608
2025	15,979
2026	14,489
Thereafter	140,192
Total future payments	224,711
Less: interest	(37,518)
Total lease liabilities	$	187,193

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8. Fair Value Measurements

The following is a description of the valuation techniques that we use to measure the fair value of assets and liabilities that we measure and report at fair value on a recurring basis:

•Cash Equivalents. At September 30, 2021 and December 31, 2020, 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 classify the valuation techniques that use these inputs as Level 1.

•Marketable Securities and Restricted Marketable Securities. At September 30, 2021 and December 31, 2020, our marketable securities consisted of foreign debt, U.S. debt, and time deposits, and our restricted marketable securities consisted of foreign and U.S. government obligations, supranational debt, and U.S. debt. We value our marketable securities and restricted marketable securities 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 September 30, 2021 and December 31, 2020, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies, interest rate swap contracts involving major interest rates, and commodity swap contracts involving major commodity prices. 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, forward and spot prices for currencies, and forward prices for commodities. 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.

At September 30, 2021 and December 31, 2020, the fair value measurements of our assets and liabilities measured on a recurring basis were as follows (in thousands):


			Fair Value Measurements at Reporting Date Using
	September 30, 2021		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	$	2	$	2	$	—	$	—
Marketable securities:
Foreign debt	147,445		—		147,445		—
U.S. debt	18,710		—		18,710		—
Time deposits	388,446		388,446		—		—
Restricted marketable securities	251,379		—		251,379		—
Derivative assets	6,700		—		6,700		—
Total assets	$	812,682	$	388,448	$	424,234	$	—
Liabilities:
Derivative liabilities	$	2,315	$	—	$	2,315	$	—

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			Fair Value Measurements at Reporting Date Using
	December 31, 2020		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	$	2	$	2	$	—	$	—
Marketable securities:
Foreign debt	214,254		—		214,254		—

U.S. debt	14,543		—		14,543		—
Time deposits	291,269		291,269		—		—
Restricted marketable securities	265,280		—		265,280		—
Derivative assets	3,315		—		3,315		—
Total assets	$	788,663	$	291,271	$	497,392	$	—
Liabilities:
Derivative liabilities	$	5,621	$	—	$	5,621	$	—

Fair Value of Financial Instruments

At September 30, 2021 and December 31, 2020, the carrying values and fair values of our financial instruments not measured at fair value were as follows (in thousands):


	September 30, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Accounts receivable, unbilled, net - noncurrent	$	24,018	$	21,498	$	22,722	$	22,096
Accounts receivable trade, net - noncurrent	23,094		20,111		—		—
Liabilities:
Long-term debt, including current maturities (1)	$	287,185	$	290,457	$	287,149	$	297,076

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(1)Excludes unamortized discounts and issuance costs.

The carrying values in our condensed consolidated balance sheets of our trade accounts receivable, current unbilled accounts receivable, restricted cash, accounts payable, and accrued expenses approximated their fair values due to their nature and relatively short maturities; therefore, we excluded them from the foregoing table. The fair value measurements for our noncurrent unbilled accounts receivable, noncurrent trade accounts receivable, and long-term debt are considered Level 2 measurements under the fair value hierarchy.

Credit Risk

We have certain financial and derivative instruments that subject us to credit risk. These consist primarily of cash, cash equivalents, marketable securities, accounts receivable, restricted cash, restricted marketable securities, foreign exchange forward contracts, interest rate swap contracts, and commodity swap contracts. We are exposed to credit losses in the event of nonperformance by the counterparties to our financial and derivative instruments. We place these instruments with various high-quality financial institutions and limit the amount of credit risk from any one counterparty. We continuously evaluate the credit standing of our counterparty financial institutions. Our net sales are primarily concentrated among a limited number of customers. We monitor the financial condition of our customers and perform credit evaluations whenever considered necessary. Depending upon the sales arrangement,

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we may require some form of payment security from our customers, including advance payments, parent guarantees, letters of credit, bank guarantees, or surety bonds. We also have power purchase agreements (“PPAs”) that subject us to credit risk in the event our off-take counterparties are unable to fulfill their contractual obligations, which may adversely affect our project assets and certain receivables. Accordingly, we closely monitor the credit standing of existing and potential off-take counterparties to limit such risks.

9. Debt

Our long-term debt consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):


		Balance (USD)
Loan Agreement	Currency	September 30, 2021		December 31, 2020
Revolving Credit Facility	USD	$	—	$	—
Luz del Norte Credit Facilities	USD	184,546		186,230
Japan Credit Facility	JPY	33,870		13,813
Tochigi Credit Facility	JPY	—		39,400
Kyoto Credit Facility	JPY	44,053		47,706
Ikeda Credit Facility	JPY	24,716		—
Long-term debt principal		287,185		287,149
Less: unamortized discounts and issuance costs		(8,573)		(7,918)
Total long-term debt		278,612		279,231
Less: current portion		(37,129)		(41,540)
Noncurrent portion		$	241,483	$	237,691

Revolving Credit Facility

On June 30, 2021, we terminated our Second Amended and Restated Credit Agreement (the “Revolving Credit Facility”) with several financial institutions as lenders and JPMorgan Chase Bank, N.A. as administrative agent, which was set to mature in July 2022. The Revolving Credit Facility provided us with an aggregate borrowing capacity of $500.0 million. Subject to certain conditions, we had the right to increase the aggregate commitments under the Revolving Credit Facility to $750.0 million. Borrowings under the Revolving Credit Facility bore interest at (i) London Interbank Offered Rate (“LIBOR”), adjusted for Eurocurrency reserve requirements, plus a margin of 2.00% or (ii) a base rate as defined in the credit agreement plus a margin of 1.00% depending on the type of borrowing requested.

In addition to paying interest on outstanding principal under the Revolving Credit Facility, we paid a commitment fee at a rate of 0.30% per annum, based on the average daily unused commitments under the facility. We also paid a letter of credit fee based on the applicable margin for Eurocurrency revolving loans on the face amount of each letter of credit and a fronting fee of 0.125%.

Prior to the termination, we had no borrowings under the Revolving Credit Facility and had $3.3 million in issued and outstanding letters of credits, which were moved to a bilateral facility upon such termination. As of December 31, 2020, we had no borrowings under the Revolving Credit Facility and had issued $4.3 million of letters of credit using availability under the facility.

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Luz del Norte Credit Facilities

In August 2014, Parque Solar Fotovoltaico Luz del Norte SpA (“Luz del Norte”), our indirect wholly-owned subsidiary and project company, entered into credit facilities (the “Luz del Norte Credit Facilities”) with the U.S. International Development Finance Corporation (“DFC”) and the International Finance Corporation (“IFC”) to provide limited-recourse senior secured debt financing for the design, development, financing, construction, testing, commissioning, operation, and maintenance of a 141 MWAC PV solar power plant located near Copiapó, Chile.

In March 2017, we amended the terms of the DFC and IFC credit facilities. Such amendments (i) allowed for the capitalization of accrued and unpaid interest through March 15, 2017, along with the capitalization of certain future interest payments as variable rate loans under the credit facilities, (ii) allowed for the conversion of certain fixed rate loans to variable rate loans upon scheduled repayment, (iii) extended the maturity of the DFC and IFC loans until June 2037, and (iv) canceled the remaining borrowing capacity under the DFC and IFC credit facilities with the exception of the capitalization of certain future interest payments. As of September 30, 2021 and December 31, 2020, the balance outstanding on the DFC loans was $138.2 million and $139.4 million, respectively. As of September 30, 2021 and December 31, 2020, the balance outstanding on the IFC loans was $46.3 million and $46.8 million, respectively. The DFC and IFC loans are secured by liens over all of Luz del Norte’s assets and by a pledge of all of the equity interests in the entity. In October 2021, we received a waiver for technical noncompliance related to the credit facilities as of September 30, 2021.

Japan Credit Facility

In September 2015, First Solar Japan GK, our wholly-owned subsidiary, entered into a construction loan facility with Mizuho Bank, Ltd. for borrowings up to ¥4.0 billion ($33.4 million) for the development and construction of utility-scale PV solar power plants in Japan (the “Japan Credit Facility”). Borrowings under the facility generally mature within 12 months following the completion of construction activities for each financed project. The facility is guaranteed by First Solar, Inc. and secured by pledges of certain projects’ cash accounts and other rights in the projects.

Tochigi Credit Facility

In June 2017, First Solar Japan GK, our wholly-owned subsidiary, entered into a term loan facility with Mizuho Bank, Ltd. for borrowings up to ¥7.0 billion ($62.2 million) for the development of utility-scale PV solar power plants in Japan (the “Tochigi Credit Facility”). In March 2021, the credit facility matured and we repaid the remaining $36.8 million principal balance.

Kyoto Credit Facility

In July 2020, First Solar Japan GK, our wholly-owned subsidiary, entered into a construction loan facility with Mizuho Bank, Ltd. for borrowings up to ¥15.0 billion ($142.8 million), which are intended to be used for the construction of a 38 MWAC PV solar power plant located in Kyoto, Japan (the “Kyoto Credit Facility”). Borrowings under the facility generally mature within 12 months following the completion of construction activities at the project. The facility is guaranteed by First Solar, Inc. and First Solar Japan GK, our wholly-owned subsidiary, and secured by pledges of the project’s cash accounts and certain other assets.

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Ikeda Credit Facility

In March 2021, FS Japan Project B4 GK (“Ikeda”), our indirect wholly-owned subsidiary and project company, entered into a credit agreement (the “Ikeda Credit Facility”) with MUFG Bank, Ltd.; Japan Post Insurance Co., Ltd.; The Shizuoka Bank, Ltd.; The Hyakugo Bank, Ltd.; The Iyo Bank, Ltd.; and The Yamagata Bank, Ltd. for aggregate borrowings up to ¥9.8 billion ($88.6 million) for the development and construction of a 21 MWAC PV solar power plant located in Tochigi, Japan. The credit facility consists of a ¥4.7 billion ($43.1 million) fixed rate term loan facility, a ¥3.8 billion ($34.1 million) variable rate term loan facility, a ¥0.9 billion ($8.2 million) consumption tax facility, and a ¥0.4 billion ($3.2 million) debt service reserve facility. The fixed rate and variable rate term loan facilities mature in April 2040, the consumption tax facility matures in May 2024, and the debt service reserve facility is expected to mature in October 2039. The credit facility is secured by pledges of certain of Ikeda’s assets, accounts, material project documents, and by the equity interests in the entity.

Variable Interest Rate Risk

Certain of our long-term debt agreements bear interest at LIBOR, TIBOR, or equivalent variable rates. An increase in these variable rates would increase the cost of borrowing under certain project specific debt financings. Our long-term debt borrowing rates as of September 30, 2021 were as follows:


Loan Agreement						September 30, 2021
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%
Japan Credit Facility						1-month TIBOR plus 0.55%
Kyoto Credit Facility						1-month TIBOR plus 0.60%
Ikeda Credit Facility (2)						Fixed rate term loan facility at 1.20%
						Variable rate term loan facility at 6-month TIBOR plus 0.70% (3)
						Consumption tax facility at 3-month TIBOR plus 0.50%
						Debt service reserve facility at 6-month TIBOR plus 1.20%

——————————

(1)Outstanding balance comprised of $135.9 million of fixed rate loans and $48.6 million of variable rate loans as of September 30, 2021.

(2)Outstanding balance comprised of $12.2 million of fixed rate loans and $12.5 million of variable rate loans as of September 30, 2021.

(3)We have entered into an interest rate swap contract to hedge a portion of this variable rate. See Note 6. “Derivative Financial Instruments” to our condensed consolidated financial statements for additional information.

Future Principal Payments

At September 30, 2021, the future principal payments on our long-term debt were due as follows (in thousands):


	Total Debt
Remainder of 2021	$	717
2022	37,905
2023	6,687
2024	55,137
2025	8,636
2026	9,114
Thereafter	168,989
Total long-term debt future principal payments	$	287,185

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10. Commitments and Contingencies

Commercial Commitments

During the normal course of business, we enter into commercial commitments in the form of letters of credit and surety bonds to provide financial and performance assurance to third parties. As of September 30, 2021, the majority of these commercial commitments supported our systems projects. As of September 30, 2021, the issued and outstanding amounts and available capacities under these commitments were as follows (in millions):


	Issued and Outstanding		Available Capacity
Bilateral facilities (1)	$	27.4	$	287.6
Surety bonds	12.6		703.8

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(1)Of the total letters of credit issued under the bilateral facilities, $2.6 million was secured with cash.

Product Warranties

When we recognize revenue for module or system sales, we accrue liabilities for the estimated future costs of meeting our limited warranty obligations for both modules and the balance of the systems. We make and revise these estimates based primarily on the number of solar modules under warranty installed at customer locations, our historical experience with and projections of warranty claims, and our estimated per-module replacement costs. We also monitor our expected future module performance through certain quality and reliability testing and actual performance in certain field installation sites. From time to time, we have taken remediation actions with respect to affected modules beyond our limited warranties and may elect to do so in the future, in which case we would incur additional expenses. Such potential voluntary future remediation actions beyond our limited warranty obligations may be material to our condensed consolidated statements of operations if we commit to any such remediation actions.

Product warranty activities during the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Product warranty liability, beginning of period	$	91,058	$	123,194	$	95,096	$	129,797
Accruals for new warranties issued	1,680		3,435		8,397		7,903
Settlements	(1,091)		(9,289)		(6,730)		(18,772)
Changes in estimate of product warranty liability	(33,106)		(19,987)		(38,222)		(21,575)
Product warranty liability, end of period	$	58,541	$	97,353	$	58,541	$	97,353
Current portion of warranty liability	$	16,752	$	22,325	$	16,752	$	22,325
Noncurrent portion of warranty liability	$	41,789	$	75,028	$	41,789	$	75,028

We estimate our limited product warranty liability for power output and defects in materials and workmanship under normal use and service conditions based on return rates for each series of module technology. During the three months ended September 30, 2021, we revised this estimate based on updated information regarding our warranty claims, which reduced our product warranty liability by $33.1 million. This updated information reflected lower-than-expected warranty claims for our older series of module technology as well as the evolving claims profile of our newest series of module technology, resulting in reductions to our projected module return rates. During the three months ended September 30, 2020, we revised this estimate based on updated information regarding our warranty claims, which reduced our product warranty liability by $19.7 million. This updated information reflected lower-than-expected settlements for our older series of module technology and revisions to projected settlements, resulting in a lower projected return rate.

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In general, we expect the return rates for our Series 6 modules to be lower than our older series, and we estimate that the return rate for such newer series of module technology will be less than 1%. As of September 30, 2021, a 1% increase in the return rate across all series of module technology would increase our product warranty liability by $112.2 million, and a 1% increase in the return rate for balance of systems (“BoS”) parts would not have a material impact on the associated warranty liability.

Performance Guarantees

As part of our systems business, we conduct performance testing of a system prior to substantial completion to confirm the system meets its operational and capacity expectations noted in the engineering, procurement, and construction (“EPC”) agreement. In addition, we may provide an energy performance test during the first or second year of a system’s operation to demonstrate that the actual energy generation for the applicable period meets or exceeds the modeled energy expectation, after certain adjustments. If there is an underperformance event with regard to these tests, we may incur liquidated damages as specified in the applicable EPC agreement. In certain instances, a bonus payment may be received at the end of the applicable test period if the system performs above a specified level. As of December 31, 2020, we accrued $10.2 million for our estimated obligations under such arrangements, which were classified as “Other current liabilities” in our condensed consolidated balance sheet.

Indemnifications

In certain limited circumstances, we have provided indemnifications to customers or other parties, including project tax equity investors, under which we are contractually obligated to compensate such parties for losses they suffer resulting from a breach of a representation, warranty, or covenant; a reduction in tax benefits received, including investment tax credits; the resolution of specific matters associated with a project’s development or construction; or guarantees of a third party’s payment or performance obligations. Project related tax benefits are, in part, based on guidance provided by the Internal Revenue Service and U.S. Treasury Department, which includes assumptions regarding the fair value of qualifying PV solar power systems. For contracts that have such indemnification provisions, we initially recognize a liability under ASC 460 for the estimated premium that would be required by a guarantor to issue the same indemnity in a standalone arm’s-length transaction with an unrelated party. We may base these estimates on the cost of insurance or other instruments that cover the underlying risks being indemnified and may purchase such instruments to mitigate our exposure to potential indemnification payments. We subsequently measure such liabilities at the greater of the initially estimated premium or the contingent liability required to be recognized under ASC 450. We recognize any indemnification liabilities as a reduction of earnings associated with the related transaction.

After an indemnification liability is recorded, we derecognize such amount pursuant to ASC 460 depending on the nature of the indemnity, which derecognition typically occurs upon expiration or settlement of the arrangement, and any contingent aspects of the indemnity are accounted for in accordance with ASC 450. As of September 30, 2021 and December 31, 2020, we accrued $3.8 million and $3.2 million of current indemnification liabilities, respectively. As of September 30, 2021, the maximum potential amount of future payments under our indemnifications was $101.8 million, and we held insurance and other instruments allowing us to recover up to $28.2 million of potential amounts paid under the indemnifications.

In September 2017, we made an indemnification payment in connection with the sale of one of our projects following the underpayment of anticipated cash grants by the United States government. In February 2018, the associated project entity commenced legal action against the United States government seeking full payment of the cash grants. In May 2021, the parties reached an agreement, pursuant to which the United States government made a settlement payment to the project entity. Under the terms of the indemnification arrangement, we received $65.1 million for our portion of the settlement payment, which we recorded as revenue during the nine months ended September 30, 2021.

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Solar Module Collection and Recycling Liability

We previously established a module collection and recycling program, which has since been discontinued, to collect and recycle modules sold and covered under such program once the modules reach the end of their service lives. For legacy customer sales contracts that were covered under this program, we agreed to pay the costs for the collection and recycling of qualifying solar modules, and the end-users agreed to notify us, disassemble their solar power systems, package the solar modules for shipment, and revert ownership rights over the modules back to us at the end of the modules’ service lives. Accordingly, we recorded any collection and recycling obligations within “Cost of sales” at the time of sale based on the estimated cost to collect and recycle the covered solar modules.

We estimate the cost of our collection and recycling obligations based on the present value of the expected future cost of collecting and recycling the solar modules, which includes estimates for the cost of packaging materials; the cost of freight from the solar module installation sites to a recycling center; material, labor, and capital costs; and by-product credits for certain materials recovered during the recycling process. We base these estimates on our experience collecting and recycling solar modules and certain assumptions regarding costs at the time the solar modules will be collected and recycled. In the periods between the time of sale and the related settlement of the collection and recycling obligation, we accrete the carrying amount of the associated liability and classify the corresponding expense within “Selling, general and administrative” expense on our condensed consolidated statements of operations.

We periodically review our estimates of expected future recycling costs and may adjust our liability accordingly. During the three months ended September 30, 2021, we completed our annual cost study of obligations under our module collection and recycling program and increased the associated liability by $10.8 million primarily due to lower estimated by-product credits for certain semiconductor materials recovered during the recycling process and updates to certain valuation assumptions. During the three months ended September 30, 2020, we completed our annual cost study of obligations under our module collection and recycling program and reduced the associated liability by $18.9 million primarily due to changes to the estimated timing of cash flows associated with capital, labor, and maintenance costs and updates to certain valuation assumptions.

Our module collection and recycling liability was $140.0 million and $130.7 million as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021, a 10% increase in the expected future recycling costs would increase the liability by $14.0 million. See Note 4. “Restricted Marketable Securities” to our condensed consolidated financial statements for more information about our arrangements for funding this liability.

Legal Proceedings

Opt-Out Action

First Solar was party to a suit titled Maverick Fund, L.D.C. v. First Solar, Inc., et al., Case No. 2:15-cv-01156-ROS, filed in 2015 in the United States District Court for the District of Arizona (hereafter “Arizona District Court”) by putative stockholders that opted out of a separate class action lawsuit (the “Opt-Out Action”).

In July 2020, the parties executed a definitive settlement agreement pursuant to which First Solar agreed to pay a total of $19 million in exchange for mutual releases and a dismissal with prejudice of the Opt-Out Action. The agreement contains no admission of liability, wrongdoing, or responsibility by any of the defendants. On July 30, 2020, First Solar funded the settlement, and on July 31, 2020, the parties filed a joint stipulation of dismissal. On September 10, 2020, the Arizona District Court entered an order dismissing the case with prejudice. As of December 31, 2019, we accrued $13 million of estimated losses for this action. As a result of the settlement, we accrued an incremental $6 million litigation loss during the nine months ended September 30, 2020.

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Other Matters and Claims

We are party to legal matters and claims in the normal course of our operations, which are described in Note 13 within our Annual Report on Form 10-K for the year ended December 31, 2020. While we believe the ultimate outcome of these matters and claims will not have a material adverse effect on our financial position, results of operations, or cash flows, the outcome of such matters and claims is not determinable with certainty, and negative outcomes may adversely affect us. There have been no material changes to these matters since our Annual Report on Form 10-K for the year ended December 31, 2020 was filed with the SEC on February 26, 2021.

11. Revenue from Contracts with Customers

The following table presents the disaggregation of revenue from contracts with customers for the three and nine months ended September 30, 2021 and 2020 along with the reportable segment for each category (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
Category	Segment	2021		2020		2021		2020
Solar modules	Modules	$	562,810	$	422,480	$	1,640,436	$	1,187,679
Solar power systems	Systems	10,132		471,174		311,076		776,724
O&M services	Systems	5,262		28,061		37,210		89,237
Energy generation (1)	Systems	7,339		14,335		29,375		54,884
EPC services (2)	Systems	(2,039)		(8,485)		(2,039)		(6,424)
Net sales		$	583,504	$	927,565	$	2,016,058	$	2,102,100

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(1)During the three and nine months ended September 30, 2020, 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.

(2)For certain of our EPC agreements, we provide an energy performance test during the first or second year of a system’s operation to demonstrate that the actual energy generation for the applicable period meets or exceeds the modeled energy expectation, after certain adjustments. If there is an underperformance event with regard to these tests, we may incur liquidated damages as specified in the applicable EPC agreement. During the three months ended September 30, 2020, we accrued liquidated damages for certain of these agreements, which we recognized as a reduction to revenue. See Note 10. “Commitments and Contingencies” to our condensed consolidated financial statements for discussion of our performance guarantee arrangements.

We recognize revenue for module sales at a point in time following the transfer of control of the modules to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. Such contracts may contain provisions that require us to make liquidated damage payments to the customer if we fail to ship or deliver modules by scheduled dates. We recognize these liquidated damages as a reduction of revenue in the period we transfer control of the modules to the customer.

For EPC services, or sales of solar power systems with EPC services, we recognize revenue over time using cost based input methods, in which significant judgment is required to evaluate assumptions including the amount of net contract revenues and the total estimated costs to determine our progress toward contract completion. If the estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to estimates related to net contract revenues or costs to complete contracts are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated.

Changes in estimates for sales of systems and EPC services occur for a variety of reasons, including but not limited to (i) changes in estimates of variable consideration, (ii) construction plan accelerations or delays, (iii) module cost forecast changes, (iv) cost related change orders, or (v) changes in other information used to estimate costs. Changes in estimates may have a material effect on our condensed consolidated statements of operations.

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The following table outlines the impact on revenue of net changes in estimated transaction prices and input costs for systems related sales contracts (both increases and decreases) for the three and nine months ended September 30, 2021 and 2020 as well as the number of projects that comprise such changes. For purposes of the table, we only include projects with changes in estimates that have a net impact on revenue of at least $1.0 million during the periods presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Number of projects	4			6			9			12

Increase (decrease) in revenue from net changes in transaction prices (in thousands) (1)	$	7,818		$	(16,319)		$	72,950		$	(25,470)
Increase (decrease) in revenue from net changes in input cost estimates (in thousands)	—			24			—			(2,483)
Net increase (decrease) in revenue from net changes in estimates (in thousands)	$	7,818		$	(16,295)		$	72,950		$	(27,953)

Net change in estimate as a percentage of aggregate revenue	0.9		%	(1.3)		%	2.3		%	(1.3)		%

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(1)During the nine months ended September 30, 2021, we recorded revenue of $65.1 million associated with the settlement of an outstanding indemnification arrangement associated with the sale of one of our projects. See Note 10. “Commitments and Contingencies” to our condensed consolidated financial statements for discussion of our indemnification arrangements.

The following table reflects the changes in our contract assets, which we classify as “Accounts receivable, unbilled,” and our contract liabilities, which we classify as “Deferred revenue,” for the nine months ended September 30, 2021. As of December 31, 2020, these balances excluded any assets or liabilities classified as held for sale (in thousands):


	September 30, 2021		December 31, 2020		Nine Month Change
Accounts receivable, unbilled (1)	$	49,204	$	49,395
Allowance for credit losses	(184)		(303)
Accounts receivable, unbilled, net	$	49,020	$	49,092	$	(72)	—	%

Deferred revenue (2)	$	307,473	$	233,732	$	73,741	32	%

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(1)Includes $24.2 million and $22.7 million of noncurrent accounts receivable, unbilled classified as “Other assets” on our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively.

(2)Includes $68.7 million and $44.9 million of noncurrent deferred revenue classified as “Other liabilities” on our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively.

During the nine months ended September 30, 2021, our contract assets decreased by $0.1 million primarily due to final billings for certain project sales, offset by unbilled receivables associated with the sale of the Sun Streams 4 and Sun Streams 5 projects in the current period. During the nine months ended September 30, 2021, our contract liabilities increased by $73.7 million primarily due to advance payments received for sales of solar modules in the current period, partially offset by the recognition of revenue for sales of solar modules for which payment was received in 2020. During the nine months ended September 30, 2021 and 2020, we recognized revenue of $169.5 million and $296.7 million, respectively, that was included in the corresponding contract liability balance at the beginning of the periods.

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As of September 30, 2021, we had entered into contracts with customers for the future sale of 16.4 GWDC of solar modules for an aggregate transaction price of $4.6 billion. We expect to recognize such amounts as revenue through 2024 as we transfer control of the modules to the customers. While our contracts with customers typically represent firm purchase commitments, these contracts may be subject to amendments made by us or requested by our customers. These amendments may increase or decrease the volume of modules to be sold under the contract, change delivery schedules, or otherwise adjust the expected revenue under these contracts.

12. Share-Based Compensation

The following table presents share-based compensation expense recognized in our condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Cost of sales (1)	$	154	$	1,099	$	235	$	2,554
Selling, general and administrative (1)	5,746		5,562		14,998		13,323
Research and development (2)	529		548		(259)		2,312
Total share-based compensation expense	$	6,429	$	7,209	$	14,974	$	18,189

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(1)On March 31, 2021, we completed the sales of our North American O&M operations and U.S. project development business, which resulted in the forfeiture of unvested shares for associates (our term for full and part-time employees) departing the Company as part of the transactions. See Note 2. “Sales of Businesses” to our condensed consolidated financial statements for further information related to these transactions.

(2)Effective March 15, 2021, our former Chief Technology Officer retired from the Company, which resulted in the forfeiture of his unvested shares during the nine months ended September 30, 2021.

Share-based compensation expense capitalized in inventory, project assets, and PV solar power systems was $0.8 million as of September 30, 2021 and $1.1 million as of December 31, 2020. As of September 30, 2021, we had $29.3 million of unrecognized share-based compensation expense related to unvested restricted and performance units, which we expect to recognize over a weighted-average period of approximately 1.4 years.

In April 2018, the compensation committee of our board of directors (“the Board”) approved a long-term incentive program for key executive officers and associates. The program was intended to incentivize retention of our key executive talent and align the interest of executive management and stockholders. The program consisted of performance units to be earned over an approximately three-year performance period, which ended in December 2020. Vesting of the 2018 grants of performance units was contingent upon the relative attainment of target gross margin, operating expense, and contracted revenue metrics. In February 2021, the compensation committee certified the achievement of the vesting conditions applicable to the grants, which approximated the target level of performance. Accordingly, each participant received one share of common stock for each vested performance unit, net of any tax withholdings.

In July 2019, the compensation committee approved additional grants of performance units for key executive officers. Such grants are expected to be earned over a multi-year performance period ending in December 2021. Vesting of the 2019 grants of performance units is contingent upon the relative attainment of target cost per watt, module wattage, gross profit, and operating income metrics.

In March 2020, the compensation committee approved additional grants of performance units for key executive officers. Such grants are expected to be earned over a multi-year performance period ending in December 2022. Vesting of the 2020 grants of performance units is contingent upon the relative attainment of target contracted revenue, module wattage, and return on capital metrics.

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In May 2021, the compensation committee approved additional grants of performance units for key executive officers. Such grants are expected to be earned over a multi-year performance period ending in December 2023. Vesting of the 2021 grants of performance units is contingent upon the relative attainment of target contracted revenue, cost per watt, incremental average selling price, and operating income metrics.

Vesting of performance units is also contingent upon the employment of program participants through the applicable vesting dates, with limited exceptions in case of death, disability, a qualifying retirement, or a change-in-control of First Solar. Outstanding performance units are included in the computation of diluted net income per share based on the number of shares that would be issuable if the end of the reporting period were the end of the contingency period.

13. Income Taxes

In March 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “CARES Act”) was signed into law. The CARES Act includes a number of federal corporate tax relief provisions that are intended to support the ongoing liquidity of U.S. corporations. Among other provisions, the CARES Act allows net operating losses incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years. Because changes in tax law are accounted for in the period of enactment, the retroactive effects of such changes were accounted for as a discrete item in the prior period.

As a result of the CARES Act, we expect to carry back our 2019 and 2020 net operating losses to our 2016 U.S. corporate income tax return, which will restore certain foreign tax credits we expect to utilize by amending our 2017 and 2018 U.S. corporate income tax returns. Such amended returns will restore other general business credits we expect to utilize in future tax years before the credits expire and eliminate the transition tax liability for accumulated earnings of foreign subsidiaries resulting from the Tax Cuts and Jobs Act.

Our effective tax rate was 16.7% and (16.9)% for the nine months ended September 30, 2021 and 2020, respectively. The increase in our effective tax rate was primarily driven by a discrete tax benefit in the prior year associated with the net operating loss carryback provisions of the CARES Act described above. Our provision for income taxes differed from the amount computed by applying the U.S. statutory federal income tax rate of 21% primarily due to the beneficial impact of the Malaysian tax holiday and Vietnamese tax incentive.

Our Malaysian subsidiary has been granted a long-term tax holiday that expires in 2027. The tax holiday, which generally provides for a full exemption from Malaysian income tax, is conditional upon our continued compliance with certain employment and investment thresholds, which we are currently in compliance with and expect to continue to comply with through the expiration of the tax holiday in 2027. In addition, our Vietnamese subsidiary has been granted a tax incentive that provides a two-year tax exemption, which began in 2020, and reduced annual tax rates through the end of 2025.

We account for uncertain tax positions pursuant to the recognition and measurement criteria under ASC 740. It is reasonably possible that $0.4 million of uncertain tax positions will be recognized within the next 12 months due to the expiration of the statute of limitations associated with such positions.

We are subject to audit by federal, state, local, and foreign tax authorities. We are currently under examination in India, Malaysia, and the state of California. We believe that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax examinations cannot be predicted with certainty. If any issues addressed by our tax examinations are not resolved in a manner consistent with our expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs.

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14. Net Income per Share

The calculation of basic and diluted net income per share for the three and nine months ended September 30, 2021 and 2020 was as follows (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Basic net income per share
Numerator:
Net income	$	45,203	$	155,037	$	337,323	$	282,652
Denominator:
Weighted-average common shares outstanding	106,320		105,967		106,241		105,830

Diluted net income per share
Denominator:
Weighted-average common shares outstanding	106,320		105,967		106,241		105,830
Effect of restricted and performance units and stock purchase plan shares	579		784		638		707
Weighted-average shares used in computing diluted net income per share	106,899		106,751		106,879		106,537

Net income per share:
Basic	$	0.43	$	1.46	$	3.18	$	2.67
Diluted	$	0.42	$	1.45	$	3.16	$	2.65

The following table summarizes the shares of common stock that were excluded from the computation of diluted net income per share for the three and nine months ended September 30, 2021 and 2020 as such shares would have had an anti-dilutive effect (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
Anti-dilutive shares	8	1	3	—

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15. Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2021 (in thousands):


	Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Marketable Securities and Restricted Marketable Securities		Unrealized Gain (Loss) on Derivative Instruments		Total
Balance as of December 31, 2020	$	(76,239)	$	16,630	$	(2,117)	$	(61,726)
Other comprehensive (loss) income before reclassifications	(12,544)		(9,399)		3,799		(18,144)
Amounts reclassified from accumulated other comprehensive loss	1,203		(11,696)		1,030		(9,463)
Net tax effect	—		1,134		(545)		589
Net other comprehensive (loss) income	(11,341)		(19,961)		4,284		(27,018)
Balance as of September 30, 2021	$	(87,580)	$	(3,331)	$	2,167	$	(88,744)

The following table presents the pretax amounts reclassified from accumulated other comprehensive loss into our condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020 (in thousands):


Comprehensive Income Components	Income Statement Line Item	Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020
Foreign currency translation adjustment:
Foreign currency translation adjustment	Cost of sales	$	—	$	370	$	—	$	370
Foreign currency translation adjustment	Other (expense) income, net	(728)		—		(1,203)		—
Total foreign currency translation adjustment		(728)		370		(1,203)		370
Unrealized gain on marketable securities and restricted marketable securities	Other (expense) income, net	—		9		11,696		15,346
Unrealized gain (loss) on derivative contracts:
Foreign exchange forward contracts	Cost of sales	15		(334)		(1,913)		(647)
Commodity swap contracts	Cost of sales	670		—		883		—
Total unrealized gain (loss) on derivative contracts		685		(334)		(1,030)		(647)
Total (loss) gain reclassified		$	(43)	$	45	$	9,463	$	15,069

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16. Segment Reporting

We operate our business in two segments. Our modules segment involves the design, manufacture, and sale of cadmium telluride (“CdTe”) solar modules, which convert sunlight into electricity. Third-party customers of our modules segment include integrators and operators of PV solar power systems. Our second segment is our systems segment, through which we provide power plant solutions in certain markets, which include (i) project development, (ii) EPC services, and (iii) O&M services. We may provide any combination of individual products and services within such capabilities (including, with respect to EPC services, by contracting with third parties) depending upon the customer and market opportunity. Our systems segment customers include utilities, independent power producers, commercial and industrial companies, and other system owners. From time to time, we may temporarily own and operate, or retain interests in, certain of our systems for a period of time based on strategic opportunities or market factors. See Note 20. “Segment and Geographical Information” in our Annual Report on Form 10-K for the year ended December 31, 2020 for additional discussion of our segment reporting.

The following tables present certain financial information for our reportable segments for the three and nine months ended September 30, 2021 and 2020 and as of September 30, 2021 and December 31, 2020 (in thousands):


	Three Months Ended September 30, 2021						Three Months Ended September 30, 2020
	Modules		Systems		Total		Modules		Systems		Total
Net sales	$	562,810	$	20,694	$	583,504	$	422,480	$	505,085	$	927,565
Gross profit	118,260		6,320		124,580		124,822		168,193		293,015
Depreciation and amortization expense	56,335		3,045		59,380		43,137		4,982		48,119

	Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
	Modules		Systems		Total		Modules		Systems		Total
Net sales	$	1,640,436	$	375,622	$	2,016,058	$	1,187,679	$	914,421	$	2,102,100
Gross profit	328,047		155,418		483,465		280,115		240,698		520,813
Depreciation and amortization expense	163,747		9,193		172,940		132,529		17,477		150,006

	September 30, 2021						December 31, 2020
	Modules		Systems		Total		Modules		Systems		Total
Goodwill	$	14,462	$	—	$	14,462	$	14,462	$	—	$	14,462

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), which are subject to risks, uncertainties, and assumptions that are difficult to predict. All statements in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements. These forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements concerning, among other things: the length and severity of the ongoing COVID-19 (novel coronavirus) outbreak, including its impacts across our businesses on demand, manufacturing, project development, construction, O&M, financing, and our global supply chains, actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impacts, and the ability of our customers, suppliers, equipment vendors, and other counterparties to fulfill their contractual obligations to us; effects resulting from certain module manufacturing changes; our business strategy, including anticipated trends and developments in and management plans for our business and the markets in which we operate; future financial results, operating results, revenues, gross margin, operating expenses, products, projected costs (including estimated future module collection and recycling costs), warranties, solar module technology and cost reduction roadmaps, currently anticipated delays in the implementation of our CuRe program and related estimated impacts, restructuring, product reliability, investments, and capital expenditures; our ability to continue to reduce the cost per watt of our solar modules; the impact of public policies, such as tariffs or other trade remedies imposed on solar cells and modules; the potential impact of proposed legislation intended to encourage renewable energy investments through tax credits; effects resulting from pending litigation; our ability to expand manufacturing capacity worldwide; our ability to reduce the costs to develop and construct PV solar power systems; the impact of supply chain disruptions, further exacerbated by the COVID-19 pandemic, that may affect the procurement of raw materials used in our manufacturing process and the distribution of our modules; research and development (“R&D”) programs and our ability to improve the wattage of our solar modules; sales and marketing initiatives; and competition. In some cases, you can identify these statements by forward-looking words, such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “seek,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” “continue,” “contingent,” and the negative or plural of these words, and other comparable terminology.

Forward-looking statements are only predictions based on our current expectations and our projections about future events. All forward-looking statements included in this Quarterly Report on Form 10-Q are based upon information available to us as of the filing date of this Quarterly Report on Form 10-Q and therefore speak only as of the filing date. You should not place undue reliance on these forward-looking statements. We undertake no obligation to update any of these forward-looking statements for any reason, whether as a result of new information, future developments, or otherwise. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. These factors include, but are not limited to, the severity and duration of the COVID-19 pandemic, including its potential impact on the Company’s business, financial condition, and results of operations; 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; the impact of public policies, such as tariffs or other trade remedies imposed on solar cells and modules; the passage of proposed legislation intended to encourage renewable energy investments through tax credits; our ability to execute on our long-term strategic plans; our ability to execute on our solar module technology and cost reduction roadmaps; our ability to improve the wattage of our solar modules; interest rate fluctuations and both our and our customers’ ability to secure financing; the creditworthiness of our off-take counterparties and the ability of our off-take counterparties to fulfill their contractual obligations to us; the loss of any of our large customers or the ability of our customers and counterparties to perform under their contracts with us; the satisfaction of conditions precedent in our sales agreements; our ability to attract new customers and to develop and maintain existing customer and supplier

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relationships; our ability to successfully develop and complete our systems business projects; our ability to convert existing production facilities to support new product lines; general economic and business conditions, including those influenced by U.S., international, and geopolitical events; environmental responsibility, including with respect to 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; effects resulting from pending litigation; future collection and recycling costs for solar modules covered by our module collection and recycling program; supply chain disruption, including the availability of shipping containers, port congestion, cancelled shipments by logistic providers, and the cost of fuel, all of which may be exacerbated by the COVID-19 pandemic; 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 research and development; the supply and price of components and raw materials, including CdTe; our ability to attract and retain key executive officers and associates; and the matters discussed in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020, elsewhere in this Quarterly Report on Form 10-Q, and our other reports filed with the SEC. You should carefully consider the risks and uncertainties described in these reports.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes thereto included in this Quarterly Report on Form 10-Q. When referring to our manufacturing capacity, total sales, and solar module sales, the unit of electricity in watts for megawatts (“MW”) and gigawatts (“GW”) is direct current (“DC” or “DC”) unless otherwise noted. When referring to our projects or systems, the unit of electricity in watts for MW and GW is alternating current (“AC” or “AC”) unless otherwise noted.

Executive Overview

We are a leading American solar technology company and global provider of PV solar energy solutions. Developed at our R&D labs in California and Ohio, we manufacture and sell PV solar modules with an advanced thin film semiconductor technology that provide a high-performance, lower-carbon alternative to conventional crystalline silicon PV solar modules. From raw material sourcing through end-of-life module recycling, we are committed to reducing the environmental impacts and enhancing the social and economic benefits of our products across their life cycle. In certain markets, we also develop and sell PV solar power systems that use the modules we manufacture and provide O&M services to system owners. We are the world’s largest thin film PV solar module manufacturer and the largest PV solar module manufacturer in the Western Hemisphere.

Certain of our financial results and other key operational developments for the three months ended September 30, 2021 include the following:

•Net sales for the three months ended September 30, 2021 decreased by 37% to $583.5 million compared to $927.6 million for the same period in 2020. The decrease was primarily driven by the sales of the Ishikawa, Miyagi, Anamizu, Tungabhadra, and Anantapur projects in the prior period, partially offset by an increase in the volume of modules sold to third parties.

•Gross profit for the three months ended September 30, 2021 decreased 10.2 percentage points to 21.4% from 31.6% for the same period in 2020. The decrease in gross profit was primarily due to the volume of higher gross profit projects sold during the prior period, a decrease in the average selling price per watt of our modules, an increase in logistics costs, and an increase to our module collection and recycling liability due to lower estimated by-product credits for certain semiconductor materials recovered during the recycling process, partially offset by continued module cost reductions and a higher benefit from reductions to our product warranty liability in the current period due to lower-than-expected claims for our older series of module technology and the evolving claims profile of our newest series of module technology.

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•As of September 30, 2021, we had 7.9 GWDC of total installed Series 6 nameplate production capacity across all our facilities. We produced 2.0 GWDC of solar modules during the three months ended September 30, 2021, which represented a 33% increase in Series 6 module production from the same period in 2020. The increase in Series 6 production was primarily driven by the incremental Series 6 production capacity added in Malaysia in early 2021 and higher throughput at our manufacturing facilities. We expect to produce between 7.6 GWDC and 7.8 GWDC of Series 6 modules during 2021.

Market Overview

The solar industry continues to be characterized by intense pricing competition, both at the module and system levels. Although module average selling prices in many global markets have declined over several years, recent module spot pricing has increased due to elevated commodity and freight costs. For example, the price of polysilicon has significantly increased in recent months due to a coal shortage in China, which resulted in higher energy prices and Chinese government mandated power restrictions that led to curtailments of silicon metal production. Given the majority of global polysilicon capacity is located in China, such higher energy prices and reduced operating capacities have further exacerbated the supply and demand imbalance in the polysilicon market, contributing to the increase in polysilicon pricing. While the duration of this elevated period of spot pricing is uncertain, module average selling prices in global markets are expected to continue to decline in the long-term. In the aggregate, we believe manufacturers of solar cells and modules, particularly those in China, have significant installed production capacity, relative to global demand, and the ability for additional capacity expansion. Accordingly, we believe the solar industry may experience periods of structural imbalance between supply and demand (i.e., where production capacity exceeds global demand), and that such periods will also put pressure on pricing. Additionally, intense competition at the system level may result in an environment in which pricing falls rapidly, thereby potentially increasing demand for solar energy solutions but constraining the ability for project developers and diversified module manufacturers to sustain meaningful and consistent profitability. In light of such market realities, we continue to focus on our strategies and points of differentiation, which include our advanced module technology, our manufacturing process, our diversified capabilities, our financial viability, and the sustainability advantage of our modules and systems.

Global solar markets continue to expand and develop, in part aided by demand elasticity resulting from declining average selling prices, both at the module and system levels, which has promoted the widespread adoption of solar energy. As a result of such market opportunities, we recently announced plans to expand our manufacturing capacity by 6.6 GWDC by constructing our third U.S. manufacturing facility in Lake Township, Ohio and our first manufacturing facility in India. These new facilities are expected to commence operations in the first half of 2023 and the second half of 2023, respectively. Additionally, we are developing solar projects in Japan as we execute on our utility-scale project pipeline. See the table under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Systems Project Pipeline” for additional information about the projects we are developing. Although we expect a portion of our future consolidated net sales, operating income, and cash flows to be derived from such projects, we expect third-party module sales to continue to have a more significant impact on our operating results as we expand our manufacturing capacity and leverage the benefits of our module technology.

Competitive pricing for modules and systems, relative to the cost of traditional forms of energy generation, is expected to contribute to diversification in global electricity generation and further demand for solar energy. Over time, however, declining average selling prices may adversely affect our results of operations to the extent we have not already entered into contracts for future module or system sales. Our results of operations could also be adversely affected if competitors reduce pricing to levels below their costs, bid aggressively low prices for module sale agreements or PPAs, or are able to operate at minimal or negative operating margins for sustained periods of time. For certain of our competitors, including many in China, these practices may be enabled by their direct or indirect access to sovereign capital or other forms of state-owned support. In certain markets in California and elsewhere, an oversupply imbalance at the grid level may reduce short-to-medium term demand for new solar installations relative to prior years, lower PPA pricing, and lower margins on module and system sales to such

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markets. However, we believe the effects of such imbalance can be mitigated by modern solar power plants and energy storage solutions that offer a flexible operating profile, thereby promoting greater grid stability and enabling a higher penetration of solar energy. We continue to address these uncertainties, in part, by executing on our module technology improvements, partnering with grid operators and utility companies, and implementing certain other cost reduction initiatives.

We face intense competition from manufacturers of crystalline silicon solar modules and developers of solar power projects. Solar module manufacturers compete with one another on price and on several module value attributes, including wattage (through a larger form factor or an improved conversion efficiency), energy yield, degradation, sustainability, and reliability, and developers of systems compete on various factors such as net present value, return on equity, and levelized cost of electricity (“LCOE”), meaning the net present value of a system’s total life cycle costs divided by the quantity of energy that is expected to be produced over the system’s operational life. Most crystalline silicon cell and wafer manufacturers have transitioned from lower efficiency Back Surface Field multi-crystalline cells (the legacy technology against which we have generally competed) to higher efficiency Passivated Emitter Rear Contact (“PERC”) mono-crystalline cells at competitive cost structures. Additionally, while conventional solar modules, including the solar modules we currently produce, are monofacial, meaning their ability to produce energy is a function of direct and diffuse irradiance on their front side, several manufacturers of mono-crystalline PERC modules offer bifacial modules that also capture diffuse irradiance on the back side of a module. Bifaciality compromises nameplate efficiency, but by converting both front and rear side irradiance, such technology may improve the overall energy production of a module relative to nameplate efficiency when applied in certain applications, which, after considering the incremental BoS and other costs, could potentially lower the overall LCOE of a system when compared to systems using conventional solar modules, including the modules we currently produce.

We believe we are among the lowest cost module manufacturers in the solar industry on a module cost per watt basis, based on publicly available information. This cost competitiveness allows us to compete favorably in markets where pricing for modules and systems is highly competitive. Our cost competitiveness is based in large part on our advanced thin-film semiconductor technology, module wattage (or conversion efficiency), proprietary manufacturing process (which enables us to produce a CdTe module in a matter of hours using a continuous and highly automated industrial manufacturing process, as opposed to a batch process), and our focus on operational excellence. In addition, our CdTe modules use approximately 1-2% of the amount of semiconductor material that is used to manufacture conventional crystalline silicon solar modules. The cost of polysilicon is a significant driver of the manufacturing cost of crystalline silicon solar modules, and the timing and rate of change in the cost of silicon feedstock and polysilicon could lead to changes in solar module pricing levels. In recent years, polysilicon consumption per cell has been reduced through various initiatives, such as the adoption of diamond wire saw technology, which have contributed to declines in our relative manufacturing cost competitiveness over conventional crystalline silicon module manufacturers.

In terms of performance, in many climates our CdTe solar modules provide certain energy production advantages relative to competing crystalline silicon solar modules. For example, our CdTe solar technology provides:

•a superior temperature coefficient, which results in stronger system performance in typical high insolation climates as the majority of a system’s generation, on average, occurs when module temperatures are well above 25°C (standard test conditions);

•a superior spectral response in humid environments where atmospheric moisture alters the solar spectrum relative to standard test conditions;

•a better partial shading response than competing crystalline silicon technologies, which may experience significantly lower energy generation than CdTe solar modules when partial shading occurs; and

•an immunity to cell cracking and its resulting power output loss, a common failure often observed in crystalline silicon modules caused by poor manufacturing, handling, weather, or other conditions.

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In addition to these technological advantages, we also warrant that our PV solar modules will produce at least 98% of their labeled power output rating during the first year, with the warranty coverage reducing by a degradation factor of between 0.3% and 0.5%, depending on the module series, every year thereafter throughout the limited power output warranty period of up to 30 years. Based on the implementation of our Copper Replacement (“CuRe”) program, which replaces copper with certain other elements that are expected to enhance module performance, we expect the warranted degradation of our CdTe solar modules to decline to 0.2% per year in the near term. As a result of these and other factors, our PV solar modules can produce more annual energy in real world operating conditions than conventional modules with the same nameplate capacity.

While our modules and systems are generally competitive in cost, reliability, and performance attributes, there can be no guarantee such competitiveness will continue to exist in the future to the same extent or at all. Any declines in the competitiveness of our products could result in further declines in the average selling prices of our modules and systems and additional margin compression. We continue to focus on enhancing the competitiveness of our solar modules and systems by accelerating progress along our module technology and cost reduction roadmaps.

Certain Trends and Uncertainties

We believe that our business, financial condition, and results of operations may be favorably or unfavorably impacted by the following trends and uncertainties. See Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020 for discussions of other risks (the “Risk Factors”) that may affect us.

Our long-term strategic plans are focused on our goal to create long-term stockholder value through a balance of growth, profitability, and liquidity. In executing such plans, we are focusing on providing utility-scale PV solar energy solutions in key geographic markets that we believe have a compelling need for mass-scale PV solar electricity, including markets throughout the United States, Japan, Europe, India, and certain other strategic markets. Additionally, we continue to focus on opportunities in which our PV solar energy solutions compete directly with traditional forms of energy generation on an LCOE or similar basis, or complement such generation offerings. These opportunities include the retirement and replacement of aging fossil fuel-based generation resources with utility-scale PV solar energy solutions. For example, based on publicly available information, retirements of coal generation plants in the United States alone are expected to approximate 50 GWDC over the next ten years, representing a significant increase in the potential market for solar energy.

This focus on our core module and utility-scale offerings exists within a current market environment that includes rooftop and distributed generation solar, particularly in the United States. While it is unclear how rooftop and distributed generation solar might impact our core offerings over the next several years, we believe that utility-scale solar will continue to be a compelling offering for companies with technology and cost leadership and will continue to represent an increasing portion of the overall electricity generation mix. However, our module offerings in certain international markets may be driven, in part, by future demand for rooftop and distributed generation solar solutions.

Demand for our solar energy solutions depends, in part, on market factors outside our control, such as the availability of debt and/or equity financing (including, in the United States, tax equity financing), interest rate fluctuations, domestic or international trade policies, and government support programs. Adverse changes in these factors could increase the cost of utility-scale systems, which could reduce demand for our solar energy solutions.

Our ability to provide solar energy solutions on economically attractive terms is also affected by the availability and cost of logistics services associated with the procurement of raw materials used in our manufacturing process and the distribution of our modules. For example, the cost of ocean freight throughout many parts of the world has continued to increase due to the limited availability of shipping containers, increased port congestion resulting from labor shortages, an increase in cancellations of shipments by logistics providers, and elevated fuel costs. Such factors may disrupt our supply chain and adversely impact our manufacturing operations as several of our key raw materials and components are either single-sourced or sourced from a limited number of suppliers. In response to these disruptions, we have accommodated certain requests for delayed shipments in an effort to manage our shipping

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routes and mitigate our exposure to uncontracted freight rates. Additionally, due to ongoing schedule reliability issues with many operating ships, we are adjusting our shipping plans to include additional lead time for module deliveries and utilizing our U.S. distribution network to better meet our customer commitments. While it is currently unclear how long these issues will persist, they may be further exacerbated by the disruption of major shipping routes or other economic disruptions caused by the COVID-19 pandemic.

In certain markets, demand for our utility-scale offerings may be affected by specific regulations or policies of governmental bodies or utility regulators. For example, in June 2020, the Japanese legislature enacted an amendment to the Electricity Business Law Enforcement Order for the Ministry of Economy, Trade and Industry of Japan which, among other things, is expected to invalidate the feed-in-tariff certificates for projects that fail to achieve construction plan acceptance, submit an interconnection application, and/or achieve commercial operation within a set period of time following dates specified in their respective certificates. The amendment, which becomes effective in April 2022, applies to all projects regardless of generation type and is intended to release grid capacity reserved for delayed projects to enable other newly developed projects to utilize such capacity at a lower cost of electricity to consumers. The deadline by which a project must achieve construction plan acceptance, submit an interconnection application, and/or achieve commercial operation varies by project, but is no earlier than March 2023. Any deadlines that precede the expected construction plan acceptance and/or commercial operation dates of our various projects in Japan could adversely affect the value of such projects and our ability to secure any related project financing.

Many governments have also proposed policies or support programs intended to encourage renewable energy investments. Such support programs may include additional incentives over several years for renewable energy projects, including PV solar power systems, or manufacturers of renewable energy products. For example, legislation was recently introduced in the U.S. Congress that is intended to increase domestic solar manufacturing and accelerate the transition to clean energy by providing tax credits for U.S. solar manufacturers and project developers. Among other things, such proposed legislation extends the investment tax credit up to 40% for 10 years for solar projects that satisfy certain domestic content, labor, and wage requirements; introduces certain refundable tax credits for solar module components manufactured in the U.S.; revives certain tax credits for capital investments in the manufacturing of solar module components; and expands the scope of production tax credits for energy storage projects. If such legislation is successfully signed into law, or other similar policies or support programs are enacted, it could positively impact our business, financial condition, and results of operations. While we compete in many markets that do not require solar-specific government subsidies or support programs, our net sales and profits remain subject to variability based on the availability and size of government subsidies and economic incentives.

We intend to focus our resources in those markets and energy applications in which solar power can be a least-cost, best-fit energy solution, particularly in regions with significant current or projected electricity demand, relatively high existing electricity prices, strong demand for renewable energy generation, and high solar resources, such as the United States, Japan, Europe, and India. As a result, we closely evaluate and monitor the appropriate level of resources required to support such markets and their associated sales opportunities. We have dedicated, and intend to continue to dedicate, significant capital and human resources to reduce the total installed cost of PV solar energy and to ensure that our solutions integrate well into the overall electricity ecosystem of each specific market.

Creating or maintaining a market position in certain strategically targeted markets and energy applications also requires us to adapt to new and changing market conditions, including changes in the market set of potential buyers of our modules and solar projects. Market environments with few potential project buyers and a higher cost of capital would generally exert downward pressure on the potential revenue from such offerings, whereas, conversely, market environments with many potential project buyers and a lower cost of capital would likely have a favorable impact on the potential revenue from such offerings. For example, the emergence of utility-owned generation has increased the number of potential project buyers as such utility customers benefit from a potentially low cost of capital available through rate-based utility investments. Given their long-term ownership profile, utility-owned generation customers typically seek to partner with diversified and stable companies that can provide a broad spectrum of utility-scale generation solutions, including reliable PV solar technology, thereby mitigating their long-term ownership risks.

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We continue to invest significant financial resources in R&D initiatives, including in efforts to enhance module performance such as our CuRe program. However, our CuRe program has encountered challenges in achieving its full performance entitlement in high volume manufacturing conditions, which, together with travel restrictions, quarantine requirements, and government orders impacting our ability to upgrade tooling to support our CuRe program at our manufacturing facilities in Malaysia and Vietnam, has resulted in delays in implementing our CuRe program. As a result, we are revising our expected integration schedule from the end of 2021 to early 2022 for our lead line implementation. In connection with these challenges, we have amended or will endeavor to amend certain customer contracts for modules utilizing CuRe technology, including by substituting our other modules for the modules with CuRe technology that were expected to be delivered under the terms of the original customer contracts. In connection with these customer contract amendments, we may make certain price concessions. Based on the information available to us at this time, including our present assessment of the challenges with our CuRe program and the relative performance characteristics of the substitute modules we can provide to customers, we currently estimate that the price concessions that we potentially will make across the impacted customer contracts described above will not exceed approximately $100 million of 2022 revenue. See Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q for more information related to the delays to our CuRe program.

On occasion, we may temporarily own and operate certain systems with the intention to sell them at a later date. As of September 30, 2021 and December 31, 2020, the recoverability of our Luz del Norte PV solar power plant was based, in part, on the likelihood of our continued ownership and operation of the system. However, it is reasonably possible that our intent to hold the asset may change in the near term due to our evaluation of strategic sale opportunities for the system. The pursuit of such opportunities, which require coordination with the system’s lenders, may result in a determination that the carrying value of the system is not recoverable based on the probability-weighted undiscounted future cash flows, which in turn could result in a possible impairment of the system in future periods. Accordingly, any changes in our expected use of the asset or its disposition may result in impairment charges that could be material to our condensed consolidated financial statements and have a significant adverse impact on our results of operations.

We continually evaluate forecasted global demand, competition, and our addressable market and seek to effectively balance manufacturing capacity with market demand and the nature and extent of our competition. We continue to increase the nameplate production capacity of our existing manufacturing facilities by improving our production throughput, increasing module wattage (or conversion efficiency), and improving manufacturing yield losses. Additionally, we recently announced plans to expand our manufacturing capacity by 6.6 GWDC by constructing our third U.S. manufacturing facility in Lake Township, Ohio and our first manufacturing facility in India. Such additional capacity, and any other potential investments to add or otherwise modify our existing manufacturing capacity in response to market demand and competition, may require significant internal and possibly external sources of capital, and may be subject to certain risks and uncertainties described in the Risk Factors.

In response to the COVID-19 pandemic, governmental authorities have recommended or ordered the limitation or cessation of certain business or commercial activities in jurisdictions in which we do business or have operations. While some of these orders permit the continuation of essential business operations, or permit the performance of minimum business activities, these orders are subject to continuous revision or may be revoked or superseded, or our understanding of the applicability of these orders and exemptions may change at any time. In addition, due to contraction of the virus, or concerns about becoming ill from the virus, we may experience reductions in the availability of our operational workforce, such as our manufacturing personnel. As a result, we may at any time be ordered by governmental authorities, or we may determine, based on our understanding of the recommendations or orders of governmental authorities or the availability of our personnel, that we have to curtail or cease business operations or activities altogether, including manufacturing, fulfillment, project development, construction, operating or maintenance operations, research and development activities, or the implementation of our technology roadmap (such as our CuRe program). At this time, such limitations have had a minimal effect on our manufacturing facilities, with the exception of the aforementioned delay in the implementation of our CuRe program, and we have implemented a wide range of safety measures intended to enable the continuity of our operations and inhibit the spread of COVID-19 at our manufacturing, administrative, and other sites and facilities, including those in the

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United States, Malaysia, and Vietnam. While we continue to work with relevant government agencies in Malaysia and Vietnam to allow the essential travel of personnel that support the implementation of our technology roadmap, such implementation may be delayed, and in the case of our CuRe program has been delayed, due to travel restrictions, quarantine requirements, other government orders, or increases in COVID-19 infection rates.

Systems Project Pipeline

The following table summarizes, as of November 4, 2021, our approximately 386 MWAC advanced-stage project pipeline. The actual volume of modules installed in our projects will be greater than the project size in MWAC as module volumes required for a project are based upon MWDC, which will be greater than the MWAC size pursuant to a DC-AC ratio typically ranging from 1.1 to 1.6. Such ratio varies across different projects due to many factors, including PPA pricing and the location, design, and costs of the system. Projects are typically removed from our advanced-stage project pipeline tables below once we substantially complete construction of the project and after substantially all of the associated project revenue is recognized. A project, or a portion of a project, may also be removed from the tables below in the event the project is not able to be sold due to the changing economics of the project or other factors, or we decide to temporarily own and operate the project based on strategic opportunities or market factors.

The following table includes projects with confirmed offtake agreements or projects under contracts with customers subject to certain closing conditions:


Project/Location	Project Size in MWAC	Project under Sales Agreement	Primary Permits Obtained	PPA Contracted Partner	Expected or Actual Substantial Completion Year	% Complete as of September 30, 2021
Luz del Norte, Chile	141	No	Yes	(1)	2016	100%
Momura, Japan	53	No	Yes	(2)	2023	20%
Kyoto, Japan	38	No	Yes	Chubu Electric Power Company	2022	36%
Yatsubo, Japan	26	No	Yes	(2)	2023	49%
Ikeda, Japan	21	No	Yes	(2)	2023	41%
Japan (multiple locations)	107	No	Yes	(3)	2021/2023	38%
Total	386

——————————

(1)Approximately 70 MWAC of the plant’s capacity is contracted under various PPAs; remaining capacity to be sold on an open contract basis.

(2)Project has secured feed-in-tariff rights, and the related PPA will be executed at a later date.

(3)11 MWAC has been contracted with Tokyo Electric Power Company. The remaining 96 MWAC has secured feed-in-tariff rights, and the related PPAs for such projects will be executed at a later date.

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Results of Operations

The following table sets forth our condensed consolidated statements of operations as a percentage of net sales for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	78.6	%	68.4	%	76.0	%	75.2	%
Gross profit	21.4	%	31.6	%	24.0	%	24.8	%
Selling, general and administrative	7.5	%	5.4	%	6.5	%	7.6	%
Research and development	4.4	%	2.5	%	3.4	%	3.4	%
Production start-up	0.5	%	1.4	%	0.8	%	1.1	%
Litigation loss	—	%	—	%	—	%	0.3	%
Gain on sales of businesses, net	(0.3)	%	—	%	7.3	%	—	%
Operating income	8.7	%	22.3	%	20.5	%	12.4	%
Foreign currency loss, net	(0.2)	%	(0.2)	%	(0.2)	%	(0.2)	%
Interest income	0.3	%	0.2	%	0.2	%	0.7	%
Interest expense, net	(0.5)	%	(1.2)	%	(0.5)	%	(1.0)	%
Other (expense) income, net	(0.4)	%	(0.3)	%	0.1	%	(0.4)	%
Income tax (expense) benefit	(0.1)	%	(4.1)	%	(3.4)	%	1.9	%

Net income	7.7	%	16.7	%	16.7	%	13.4	%

Segment Overview

We operate our business in two segments. Our modules segment involves the design, manufacture, and sale of CdTe solar modules to third parties, and our systems segment includes the development, construction contracting and management, operation, maintenance, and sale of PV solar power systems, including any modules installed in such systems and any revenue from energy generated by such systems.

Net sales

Modules Business

We generally price and sell our solar modules on a per watt basis. During the three and nine months ended September 30, 2021, we sold the majority of our solar modules to integrators and operators of systems in the United States, and substantially all of our modules business net sales were denominated in U.S. dollars. We recognize revenue for module sales at a point in time following the transfer of control of the modules to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts.

Systems Business

During the three and nine months ended September 30, 2021, the majority of our systems business net sales were in the United States and Chile and were denominated in U.S. dollars. We recognize revenue for the sale of a development project, which excludes EPC services, or for the sale of a completed system when we enter into the associated sales contract with the customer. For other sales of solar power systems and/or EPC services, we generally recognize revenue over time as our performance creates or enhances an energy generation asset controlled by the customer. Furthermore, the sale of a solar power system combined with EPC services represents a single performance obligation for the development and construction of a single generation asset. For such arrangements, we recognize revenue as work is performed using cost based input methods, which result in revenue being

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recognized as work is performed based on the relationship between actual costs incurred compared to the total estimated costs for a given contract.

The following table shows net sales by reportable segment for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)	2021		2020		Three Month Change				2021		2020		Nine Month Change
Modules	$	562,810	$	422,480	$	140,330	33	%	$	1,640,436	$	1,187,679	$	452,757	38	%
Systems	20,694		505,085		(484,391)		(96)	%	375,622		914,421		(538,799)		(59)	%
Net sales	$	583,504	$	927,565	$	(344,061)	(37)	%	$	2,016,058	$	2,102,100	$	(86,042)	(4)	%

Net sales from our modules segment increased $140.3 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 primarily due to a 51% increase in the volume of watts sold, partially offset by a 12% decrease in the average selling price per watt. Net sales from our systems segment decreased $484.4 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 primarily due to the sales of the Ishikawa, Miyagi, Anamizu, Tungabhadra, and Anantapur projects in the prior period.

Net sales from our modules segment increased $452.8 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 primarily due to a 54% increase in the volume of watts sold, partially offset by a 10% decrease in the average selling price per watt. Net sales from our systems segment decreased $538.8 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 primarily due to the sales of the Ishikawa, American Kings, Miyagi, Anamizu, Tungabhadra, and Anantapur projects in the prior period and the completion of substantially all construction activities at the GA Solar 4 project in 2020, partially offset by the sales of the Sun Streams 2, Sun Streams 4, and Sun Streams 5 projects in the current period and the settlement of an outstanding indemnification arrangement associated with the sale of one of our projects. Under the terms of the indemnification arrangement, we received $65.1 million for our portion of the settlement payment, which we recorded as revenue during the nine months ended September 30, 2021. See Note 10. “Commitments and Contingencies” to our condensed consolidated financial statements for discussion of our indemnification arrangements.

Cost of sales

Modules Business

Our modules business cost of sales includes the cost of raw materials and components for manufacturing solar modules, such as glass, transparent conductive coatings, CdTe and other thin film semiconductors, laminate materials, connector assemblies, edge seal materials, and frames. In addition, our cost of sales includes direct labor for the manufacturing of solar modules and manufacturing overhead, such as engineering, equipment maintenance, quality and production control, and information technology. Our cost of sales also includes depreciation of manufacturing plant and equipment, facility-related expenses, environmental health and safety costs, and costs associated with shipping, warranties, and solar module collection and recycling (excluding accretion).

Systems Business

Our systems business cost of sales includes project-related costs, such as development costs (legal, consulting, transmission upgrade, interconnection, permitting, and other similar costs), EPC costs (consisting primarily of solar modules, inverters, electrical and mounting hardware, project management and engineering, and construction labor), and site specific costs.

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The following table shows cost of sales by reportable segment for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,										Nine Months Ended September 30,
(Dollars in thousands)	2021			2020			Three Month Change				2021			2020			Nine Month Change
Modules	$	444,550		$	297,658		$	146,892	49	%	$	1,312,389		$	907,564		$	404,825	45	%
Systems	14,374			336,892			(322,518)		(96)	%	220,204			673,723			(453,519)		(67)	%
Total cost of sales	$	458,924		$	634,550		$	(175,626)	(28)	%	$	1,532,593		$	1,581,287		$	(48,694)	(3)	%
% of net sales	78.6		%	68.4		%					76.0		%	75.2		%

Our cost of sales decreased $175.6 million, or 28%, and increased 10.2 percentage points as a percent of net sales for the three months ended September 30, 2021 compared to the three months ended September 30, 2020. The decrease in cost of sales was driven by a $322.5 million decrease in our systems segment cost of sales primarily due to the lower volume of projects sold during the period. Such decrease in our systems segment cost of sales was partially offset by a $146.9 million increase in our modules segment cost of sales primarily as a result of the following:

•higher costs of $155.9 million from an increase in the volume of modules sold;

•higher logistics costs of $30.3 million;

•a reduction to our product warranty liability of $19.7 million in 2020 due to lower-than-expected settlements for our older series of module technology and revisions to projected settlements, resulting in a lower projected return rate;

•a reduction to our module collection and recycling liability of $18.9 million in 2020 due to changes to the estimated timing of cash flows associated with capital, labor, and maintenance costs and updates to certain valuation assumptions; and

•an increase to our module collection and recycling liability of $10.8 million in 2021 due to lower estimated by-product credits for certain semiconductor materials recovered during the recycling process and updates to certain valuation assumptions; partially offset by

•continued module cost reductions, which decreased cost of sales by $46.0 million;

•a reduction to our product warranty liability of $33.1 million in 2021 due to lower-than-expected claims for our older series of module technology as well as the evolving claims profile of our newest series of module technology, resulting in reductions to our projected module return rates; and

•an impairment loss of $17.4 million in 2020 for certain module manufacturing equipment, including framing and assembly tools, which were no longer compatible with our long-term module technology roadmap.

Our cost of sales decreased $48.7 million, or 3%, and increased 0.8 percentage points as a percent of net sales for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The decrease in cost of sales was driven by a $453.5 million decrease in our systems segment cost of sales primarily due to the lower volume of projects sold and under construction during the period. Such decrease in our systems segment cost of sales was partially offset by a $404.8 million increase in our modules segment cost of sales primarily as a result of the following:

•higher costs of $466.5 million from an increase in the volume of modules sold;

•higher logistics costs of $47.6 million;

•the reduction to our product warranty liability of $19.7 million in 2020 described above;

•the reduction to our module collection and recycling liability of $18.9 million in 2020 described above; and

•the increase to our module collection and recycling liability of $10.8 million in 2021 described above; partially offset by

•continued module cost reductions, which decreased cost of sales by $123.5 million;

•the reduction to our product warranty liability of $33.1 million in 2021 described above; and

•the impairment loss of $17.4 million in 2020 described above.

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Gross profit

Gross profit may be affected by numerous factors, including the selling prices of our modules and systems, our manufacturing costs, project development costs, BoS costs, the capacity utilization and downtime of our manufacturing facilities, and foreign exchange rates. Gross profit may also be affected by the mix of net sales from our modules and systems businesses.

The following table shows gross profit for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,										Nine Months Ended September 30,
(Dollars in thousands)	2021			2020			Three Month Change				2021			2020			Nine Month Change
Gross profit	$	124,580		$	293,015		$	(168,435)	(57)	%	$	483,465		$	520,813		$	(37,348)	(7)	%
% of net sales	21.4		%	31.6		%					24.0		%	24.8		%

Gross profit decreased 10.2 percentage points to 21.4% during the three months ended September 30, 2021 from 31.6% during the three months ended September 30, 2020 primarily due to the volume of higher gross profit projects sold during the prior period, a decrease in the average selling price per watt of our modules, an increase in logistics costs, and the increase to our module collection and recycling liability in the current period compared to a reduction in the prior period described above, partially offset by the higher benefit from reductions to our product warranty liability described above and continued module cost reductions.

Gross profit decreased 0.8 percentage points to 24.0% during the nine months ended September 30, 2021 from 24.8% during the nine months ended September 30, 2020 primarily due to a decrease in the average selling price per watt of our modules, the volume of higher gross profit projects sold during the prior period, and an increase in logistics costs, partially offset by continued module cost reductions and the indemnification matter described above.

Selling, general and administrative

Selling, general and administrative expense consists primarily of salaries and other personnel-related costs, professional fees, insurance costs, and other business development and selling expenses.

The following table shows selling, general and administrative expense for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,										Nine Months Ended September 30,
(Dollars in thousands)	2021			2020			Three Month Change				2021			2020			Nine Month Change
Selling, general and administrative	$	43,476		$	49,861		$	(6,385)	(13)	%	$	131,909		$	160,218		$	(28,309)	(18)	%
% of net sales	7.5		%	5.4		%					6.5		%	7.6		%

Selling, general and administrative expense for the three months ended September 30, 2021 decreased compared to the three months ended September 30, 2020 primarily due to a decrease in employee compensation expense driven by reductions in headcount and lower professional fees, partially offset by higher charges for impairments of certain project assets.

Selling, general and administrative expense for the nine months ended September 30, 2021 decreased compared to the nine months ended September 30, 2020 primarily due to a decrease in employee compensation expense driven by reductions in headcount, lower professional fees, and lower expected credit losses for our accounts receivable.

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Research and development

Research and development expense consists primarily of salaries and other personnel-related costs; the cost of products, materials, and outside services used in our R&D activities; and depreciation and amortization expense associated with R&D specific facilities and equipment. We maintain a number of programs and activities to improve our technology and processes in order to enhance the performance and reduce the costs of our solar modules.

The following table shows research and development expense for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,										Nine Months Ended September 30,
(Dollars in thousands)	2021			2020			Three Month Change				2021			2020			Nine Month Change
Research and development	$	25,426		$	22,972		$	2,454	11	%	$	69,234		$	71,068		$	(1,834)	(3)	%
% of net sales	4.4		%	2.5		%					3.4		%	3.4		%

Research and development expense for the three months ended September 30, 2021 increased compared to the three months ended September 30, 2020 primarily due to increased material and module testing costs, partially offset by lower employee compensation expense resulting from reductions in R&D headcount.

Research and development expense for the nine months ended September 30, 2021 decreased compared to the nine months ended September 30, 2020 primarily due to lower employee compensation expense resulting from reductions in R&D headcount, lower share-based compensation expense driven by the forfeiture of unvested shares by our former Chief Technology Officer, who retired effective March 15, 2021, and lower impairment charges for certain equipment, partially offset by increased material and module testing costs.

Production start-up

Production start-up expense consists of costs associated with operating a production line before it is qualified for commercial production, including the cost of raw materials for solar modules run through the production line during the qualification phase, employee compensation for individuals supporting production start-up activities, and applicable facility related costs. Production start-up expense also includes costs related to the selection of a new site and implementation costs for manufacturing process improvements to the extent we cannot capitalize these expenditures.

The following table shows production start-up expense for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,										Nine Months Ended September 30,
(Dollars in thousands)	2021			2020			Three Month Change				2021			2020			Nine Month Change
Production start-up	$	2,945		$	13,019		$	(10,074)	(77)	%	$	16,014		$	23,812		$	(7,798)	(33)	%
% of net sales	0.5		%	1.4		%					0.8		%	1.1		%

During the three months ended September 30, 2021, we incurred production start-up expense primarily for certain manufacturing upgrades at our facilities in Kulim, Malaysia. During the nine months ended September 30, 2021, we incurred production start-up expense primarily for the transition to Series 6 module manufacturing at our second facility in Kulim, Malaysia, which commenced commercial production in early 2021. During the three and nine months ended September 30, 2020, we incurred production start-up expense for the transition to Series 6 module manufacturing at our second facility in Kulim, Malaysia and the capacity expansion of our manufacturing facility in Perrysburg, Ohio.

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Litigation loss

The following table shows litigation loss for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,										Nine Months Ended September 30,
(Dollars in thousands)	2021			2020			Three Month Change				2021			2020			Nine Month Change
Litigation loss	$	—		$	—		$	—	—	%	$	—		$	6,000		$	(6,000)	(100)	%
% of net sales	—		%	—		%					—		%	0.3		%

In July 2020, we executed a definitive agreement to settle the claims in the Opt-Out Action filed in 2015 in the Arizona District Court by putative stockholders that opted out of a separate class action lawsuit. Pursuant to the settlement, we agreed to pay a total of $19 million in exchange for mutual releases and a dismissal with prejudice of the Opt-Out Action. The agreement contains no admission of liability, wrongdoing, or responsibility by any of the defendants. On July 30, 2020, First Solar funded the settlement, and on July 31, 2020, the parties filed a joint stipulation of dismissal. On September 10, 2020, the Arizona District Court entered an order dismissing the case with prejudice. As of December 31, 2019, we accrued $13 million of estimated losses for this action. As a result of the settlement, we accrued an incremental $6 million litigation loss during the nine months ended September 30, 2020.

Gain on sales of businesses, net

The following table shows gain on sales of businesses, net for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,										Nine Months Ended September 30,
(Dollars in thousands)	2021			2020			Three Month Change				2021			2020			Nine Month Change
Gain on sales of businesses, net	$	(1,866)		$	—		$	(1,866)	(100)	%	$	147,284		$	—		$	147,284	100	%
% of net sales	(0.3)		%	—		%					7.3		%	—		%

In August 2020, we entered into an agreement with a subsidiary of Clairvest for the sale of our North American O&M operations. On March 31, 2021, we completed the transaction. Following certain customary post-closing adjustments, we received total consideration of $149.1 million. As a result of this transaction, we recognized a gain of $115.8 million, net of transaction costs and post-closing adjustments, during the nine months ended September 30, 2021.

In January 2021, we entered into an agreement with Leeward for the sale of our U.S. project development business. On March 31, 2021, we completed the transaction for an aggregate purchase price of $284.0 million. Such purchase price included $151.4 million for the sale of the U.S. project development business and $132.6 million for the sale of 392 MWDC of solar modules, which is presented in “Net sales” on our condensed consolidated statements of operations for the nine months ended September 30, 2021. As a result of this transaction, we recognized a gain of $31.5 million, net of transaction costs and post-closing adjustments, during the nine months ended September 30, 2021.

See Note 2. “Sales of Businesses” to our condensed consolidated financial statements for further information related to these transactions.

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Foreign currency loss, net

Foreign currency loss, net consists of the net effect of gains and losses resulting from holding assets and liabilities and conducting transactions denominated in currencies other than our subsidiaries’ functional currencies.

The following table shows foreign currency loss, net for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)	2021		2020		Three Month Change				2021		2020		Nine Month Change
Foreign currency loss, net	$	(1,018)	$	(1,852)	$	834	(45)	%	$	(4,613)	$	(3,549)	$	(1,064)	30	%

Foreign currency loss, net for the three and nine months ended September 30, 2021 was consistent with the three and nine months ended September 30, 2020.

Interest income

Interest income is earned on our cash, cash equivalents, marketable securities, restricted cash, and restricted marketable securities. Interest income also includes interest earned from notes receivable and late customer payments.

The following table shows interest income for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)	2021		2020		Three Month Change				2021		2020		Nine Month Change
Interest income	$	1,752	$	2,109	$	(357)	(17)	%	$	3,996	$	15,113	$	(11,117)	(74)	%

Interest income for the three months ended September 30, 2021 was consistent with the three months ended September 30, 2020. Interest income for the nine months ended September 30, 2021 decreased compared to the nine months ended September 30, 2020 primarily due to lower interest rates on marketable securities and cash and cash equivalents and lower average balances associated with marketable securities.

Interest expense, net

Interest expense, net is primarily comprised of interest incurred on long-term debt, settlements of interest rate swap contracts, and changes in the fair value of interest rate swap contracts that do not qualify for hedge accounting in accordance with ASC 815. We may capitalize interest expense to our project assets or property, plant and equipment when such costs qualify for interest capitalization, which reduces the amount of net interest expense reported in any given period.

The following table shows interest expense, net for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)	2021		2020		Three Month Change				2021		2020		Nine Month Change
Interest expense, net	$	(2,958)	$	(10,975)	$	8,017	(73)	%	$	(10,577)	$	(21,018)	$	10,441	(50)	%

Interest expense, net for the three and nine months ended September 30, 2021 decreased compared to the three and nine months ended September 30, 2020 primarily due to unfavorable changes in the fair value of interest rate swap contracts in the prior period, which did not qualify for hedge accounting, lower amortization of debt discounts and issuance costs in the current period primarily driven by the repayment of the Ishikawa credit agreement in the prior period, and lower interest expense associated with project debt.

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Other (expense) income, net

Other (expense) income, net is primarily comprised of miscellaneous items and realized gains and losses on the sale of marketable securities and restricted marketable securities.

The following table shows other (expense) income, net for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)	2021		2020		Three Month Change				2021		2020		Nine Month Change
Other (expense) income, net	$	(2,603)	$	(3,236)	$	633	20	%	$	2,598	$	(8,653)	$	11,251	130	%

Other expense, net for the three months ended September 30, 2021 was consistent with the three months ended September 30, 2020. Other income, net for the nine months ended September 30, 2021 increased compared to the nine months ended September 30, 2020, primarily due to expected credit losses associated with certain notes receivable in the prior period, partially offset by lower realized gains from sales of restricted marketable securities in the current period when compared to the prior period.

Income tax (expense) benefit

Income tax expense or benefit, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect our best estimate of current and future taxes to be paid. We are subject to income taxes in the United States and numerous foreign jurisdictions in which we operate, principally Japan, Malaysia, and Vietnam. Significant judgments and estimates are required to determine our consolidated income tax expense. The statutory federal corporate income tax rate in the United States is 21%, and the tax rates in Japan, Malaysia, and Vietnam are 30.6%, 24%, and 20%, respectively. In Malaysia, we have been granted a long-term tax holiday, scheduled to expire in 2027, pursuant to which substantially all of our income earned in Malaysia is exempt from income tax, conditional upon our continued compliance with certain employment and investment thresholds. In Vietnam, we have been granted a tax incentive, scheduled to expire at the end of 2025, pursuant to which income earned in Vietnam is subject to reduced annual tax rates.

The following table shows income tax (expense) benefit for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,										Nine Months Ended September 30,
(Dollars in thousands)	2021			2020			Three Month Change				2021			2020			Nine Month Change
Income tax (expense) benefit	$	(837)		$	(38,107)		$	37,270	(98)	%	$	(67,673)		$	40,894		$	(108,567)	265	%
Effective tax rate	1.8		%	19.7		%					16.7		%	(16.9)		%

Our tax rate is affected by recurring items, such as tax rates in foreign jurisdictions and the relative amounts of income we earn in those jurisdictions. The rate is also affected by discrete items that may occur in any given period, but are not consistent from period to period. Income tax expense decreased by $37.3 million during the three months ended September 30, 2021 compared to the three months ended September 30, 2020 primarily due to lower pretax income in the current period. Income tax expense increased by $108.6 million during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 primarily due to a discrete tax benefit in the prior year from the effect of tax law changes associated with the CARES Act and higher pretax income in the current period.

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Critical Accounting Policies and Estimates

In preparing our condensed consolidated financial statements in conformity with U.S. GAAP, we make estimates and assumptions that affect the amounts of reported assets, liabilities, revenues, and expenses, as well as the disclosure of contingent liabilities. Some of our accounting policies require the application of significant judgment in the selection of the appropriate assumptions for making these estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We base our judgments and estimates on our historical experience, our forecasts, and other available information as appropriate. We believe the judgments and estimates involved in over time revenue recognition, accrued solar module collection and recycling, product warranties, accounting for income taxes, and long-lived asset impairments have the greatest potential impact on our condensed consolidated financial statements. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. For a description of the accounting policies that require the most significant judgment and estimates in the preparation of our condensed consolidated financial statements, refer to our Annual Report on Form 10-K for the year ended December 31, 2020. There have been no material changes to our accounting policies during the nine months ended September 30, 2021.

Recent Accounting Pronouncements

None.

Liquidity and Capital Resources

As of September 30, 2021, we believe that our cash, cash equivalents, marketable securities, cash flows from operating activities, contracts with customers for the future sale of solar modules, and advanced-stage project pipeline will be sufficient to meet our working capital, capital expenditure, and systems project investment needs for at least the next 12 months. As needed, we also believe we will have adequate access to the capital markets. We monitor our working capital to ensure we have adequate liquidity, both domestically and internationally.

We intend to maintain appropriate debt levels based upon cash flow expectations, our overall cost of capital, and expected cash requirements for operations, such as construction activities and purchases of manufacturing equipment for our recently announced manufacturing facility in India and systems project development activities in certain international regions. However, our ability to raise capital on terms commercially acceptable to us could be constrained if there is insufficient lender or investor interest due to company-specific, industry-wide, or broader market concerns. Any incremental debt financings could result in increased debt service expenses and/or restrictive covenants, which could limit our ability to pursue our strategic plans.

As of September 30, 2021, we had $1.9 billion in cash, cash equivalents, and marketable securities compared to $1.7 billion as of December 31, 2020. The increase in cash, cash equivalents, and marketable securities was primarily driven by cash receipts from module sales to customers; cash proceeds from the sale of our North American O&M operations and U.S. project development business; and cash proceeds from the sale and construction of systems projects; partially offset by purchases of property, plant and equipment; and other operating expenditures. As of September 30, 2021, $0.7 billion of our cash, cash equivalents, and marketable securities was held by our foreign subsidiaries and was primarily based in U.S. dollar, Japanese yen, and Indian rupee denominated holdings.

We utilize a variety of tax planning and financing strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. If certain international funds were needed for our operations in the United States, we may be required to accrue and pay certain U.S. and foreign taxes to repatriate such funds. We maintain the intent and ability to permanently reinvest our accumulated earnings outside the United States, with the exception of our subsidiaries in Canada and Germany. In addition, changes to foreign government banking

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regulations may restrict our ability to move funds among various jurisdictions under certain circumstances, which could negatively impact our access to capital, resulting in an adverse effect on our liquidity and capital resources.

We continually evaluate forecasted global demand and seek to balance our manufacturing capacity with such demand. We recently announced our plans to invest approximately $1.3 billion to expand our solar manufacturing capacity by 6.6 GWDC by constructing our third U.S. manufacturing facility in Lake Township, Ohio and our first manufacturing facility in India. These new facilities are expected to commence operations in the first half of 2023 and the second half of 2023, respectively. In addition, we continue to increase the nameplate production capacity of our existing manufacturing facilities by improving our production throughput, increasing module wattage (or conversion efficiency), and improving manufacturing yield losses. During 2021, we expect to spend $675 million to $725 million for capital expenditures, including the new facilities mentioned above and upgrades to machinery and equipment that we believe will further increase our module wattage and expand capacity and throughput at our manufacturing facilities.

We also expect to commit significant working capital to purchase various raw materials used in our module manufacturing process. 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 remaining purchases under these supply agreements are expected to be approximately $1.7 billion of substrate glass and approximately $380 million of cover glass. We have the right to terminate these agreements upon payment of specified termination penalties (which, in aggregate, are up to $338 million as of September 30, 2021 and decline over the remaining supply periods).

Our systems business is expected to continue to have significant liquidity requirements in the future. From time to time, we enter into commercial commitments in the form of letters of credit, bank guarantees, and surety bonds to provide financial and performance assurance to third parties, the majority of which support our systems projects. The net amount of our project assets and related portions of deferred revenue and long-term debt, which approximates our net capital investment in the development and construction of systems projects, was $221.7 million as of September 30, 2021. Solar power project development cycles, which span the time between the identification of a site location and the commercial operation of a system, vary substantially and can take many years to mature. As a result of these long project cycles and strategic decisions to finance the development of certain projects using our working capital, we may need to make significant up-front investments of resources in advance of the receipt of any cash from the sale of such projects. Delays in construction or in completing the sale of our systems projects that we are self-financing may also impact our liquidity. In certain circumstances, we may need to finance construction costs exclusively using working capital, if project financing becomes unavailable due to market-wide, regional, or other concerns.

From time to time, we may develop projects in certain markets around the world where we may hold all or a significant portion of the equity in a project for several years. Given the duration of these investments and the currency risk relative to the U.S. dollar in some of these markets, we continue to explore local financing alternatives. Should these financing alternatives be unavailable or too cost prohibitive, we could be exposed to significant currency risk and our liquidity could be adversely impacted.

Additionally, we may elect to retain an ownership interest in certain systems projects after they become operational if we determine it would be of economic and strategic benefit to do so. If, for example, we cannot sell a system at economics that are attractive to us or potential customers are unwilling to assume the risks and rewards typical of system ownership, we may instead elect to temporarily own and operate such system until we can sell it on more economically attractive terms. The decision to retain ownership of a system impacts our liquidity depending upon the size and cost of the project. As of September 30, 2021, we had $230.4 million of net PV solar power systems

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placed in service in international markets. We have elected, and may in the future elect, to enter into temporary or long-term project financing to reduce the impact on our liquidity and working capital with regard to such systems.

Cash Flows

The following table summarizes key cash flow activity for the nine months ended September 30, 2021 and 2020 (in thousands):


	Nine Months Ended September 30,
	2021		2020
Net cash provided by (used in) operating activities	$	203,092	$	(149,198)
Net cash (used in) provided by investing activities	(83,289)		116,322
Net cash used in financing activities	(9,210)		(98,196)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1,687		1,251
Net increase (decrease) in cash, cash equivalents and restricted cash	$	112,280	$	(129,821)

Operating Activities

The increase in net cash provided by operating activities was primarily driven by higher cash receipts from module sales and the $350 million settlement payment in 2020 associated with our prior class action lawsuit, partially offset by lower cash proceeds from sales of systems projects in the current period.

Investing Activities

The increase in net cash used in investing activities was primarily due to higher purchases of restricted marketable securities and lower proceeds from sales and maturities of marketable securities, partially offset by proceeds from the sale of our North American O&M operations and U.S. project development business.

Financing Activities

The decrease in net cash used in financing activities was primarily due to the repayment of the Ishikawa credit agreement in the prior period, partially offset by higher proceeds from borrowings under project specific debt financings in the prior period for the construction of certain projects in Japan.

Contractual Obligations

Our contractual obligations have not materially changed since December 31, 2020 with the exception of borrowings under project specific debt financings and other changes in the ordinary course of business. See Note 9. “Debt” to our condensed consolidated financial statements for more information related to the changes in our long-term debt. See also our Annual Report on Form 10-K for the year ended December 31, 2020 for additional information regarding our contractual obligations.

Off-Balance Sheet Arrangements

As of September 30, 2021, we had no off-balance sheet debt or similar obligations, other than financial assurance related instruments, which are not classified as debt. We do not guarantee any third-party debt. See Note 10. “Commitments and Contingencies” to our condensed consolidated financial statements for further information about our financial assurance related instruments.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to the information previously provided under Item 7A. of our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures” as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2021 our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

We also carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of our “internal control over financial reporting” as defined in Exchange Act Rule 13a-15(f) and 15d-15(f) to determine whether any changes in our internal control over financial reporting occurred during the three months ended September 30, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there were no such changes in our internal control over financial reporting that occurred during the three months ended September 30, 2021 despite the fact that many of our associates continue to work remotely due to the COVID-19 pandemic. We continue to monitor and assess the COVID-19 situation on our internal controls to minimize potential impacts on their design and operating effectiveness.

CEO and CFO Certifications

We have attached as exhibits to this Quarterly Report on Form 10-Q the certifications of our Chief Executive Officer and Chief Financial Officer, which are required in accordance with the Exchange Act. We recommend that this Item 4. be read in conjunction with those certifications for a more complete understanding of the subject matter presented.

Limitations on the Effectiveness of Controls

Control systems, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems’ objectives are being met. Further, the design of any system of controls must reflect the fact that there are resource constraints, and the benefits of all controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of error or mistake. Control systems can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 10. “Commitments and Contingencies” under the heading “Legal Proceedings” of our condensed consolidated financial statements for legal proceedings and related matters.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020, which could materially affect our business, financial condition, results of operations, or cash flows. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently consider immaterial may also materially adversely affect our business, financial condition, results of operations, or cash flows. Except for the risk factors set forth below, there have been no material changes in the risk factors contained in our Annual Report on Form 10-K.

Our failure to further refine our technology, reduce module manufacturing and BoS costs, and develop and introduce improved PV products, including as a result of delays in implementing planned advancements, could render our solar modules or systems uncompetitive and reduce our net sales, profitability, and/or market share.

We need to continue to invest significant financial resources in R&D to continue to improve our module conversion efficiencies, lower the LCOE of our PV solar power systems, and otherwise keep pace with technological advances in the solar industry. However, R&D activities are inherently uncertain, and we could encounter practical difficulties in commercializing our research results. We seek to continuously improve our products and processes, including, for example, certain planned improvements to our Series 6 module technology and manufacturing capabilities, such as the implementation of our copper replacement (or “CuRe”) program or the increase to our module form factor (which we refer to as “Series 6 Plus”), and the resulting changes carry potential risks in the form of delays, performance, additional costs, or other unintended contingencies. For example, implementation of our CuRe program has been delayed as a result of certain challenges, including in achieving its full performance entitlement in high volume manufacturing conditions and certain impediments to our ability to upgrade tooling to support our CuRe program. As a result, we have amended or will endeavor to amend certain related customer contracts, including by potentially making certain price concessions and substituting other modules. While we believe our CuRe program remains promising and that we will be able to resolve the challenges described above, we may encounter unanticipated technological, logistical, or other challenges that could result in further delays to our CuRe program. Any such additional challenges or other circumstances beyond our knowledge or control could cause actual pricing concessions in potential amended customer contracts to exceed, potentially materially, our currently anticipated estimate of approximately $100 million of 2022 revenue. See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Certain Trends and Uncertainties” of this Quarterly Report on Form 10-Q for additional information on our CuRe program.

Our significant expenditures for R&D may not produce corresponding benefits. Other companies are developing a variety of competing PV technologies, including advanced multi-crystalline silicon cells, PERC or advanced p-type crystalline silicon cells, high-efficiency n-type crystalline silicon cells, bifacial solar modules, copper indium gallium diselenide thin films, amorphous silicon thin films, and new emerging technologies such as hybrid perovskites, which could produce solar modules or systems that prove more cost-effective or have better performance than our solar modules or systems.

In addition, other companies could potentially develop a highly reliable renewable energy system that mitigates the intermittent power generation drawback of many renewable energy systems, or offer other value-added improvements from the perspective of utilities and other system owners, in which case such companies could compete with us even if the LCOE associated with such new systems is higher than that of our systems. As a result, our solar modules or systems may be negatively differentiated or rendered obsolete by the technological advances of

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our competitors, which would reduce our net sales, profitability, and/or market share. In addition, we often forward price our products and services in anticipation of future cost reductions and technology improvements, and thus, an inability to further refine our technology and execute our module technology and cost reduction roadmaps could adversely affect our operating results.

Our Amended and Restated Bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, employees, agents or stockholders.

Our Amended and Restated Bylaws (“Bylaws”) provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the federal district court for the District of Delaware) is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, other employees, agents or stockholders to us or our stockholders, (iii) any action or proceeding against us or any of our directors, officers, other employees, agents or stockholders arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”), our Amended and Restated Certificate of Incorporation or our Bylaws, (iv) any action or proceeding against us or any of our directors, officers or other employees asserting a claim that is governed by the internal affairs doctrine, or (v) any action or proceeding asserting an “internal corporate claim,” as defined in the DGCL. Our Bylaws also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States are the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act. Nothing in our Bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in any court, subject to applicable law.

Any person or entity holding, owning or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions. These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers, other employees, agents or stockholders, which may discourage lawsuits against us and our directors, officers, other employees, agents or stockholders. The enforceability of similar choice of forum provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. For example, in December 2018, the Court of Chancery of the State of Delaware determined that a provision stating that federal district courts of the United States are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. Although this decision was reversed by the Delaware Supreme Court in March 2020, courts in other states may still find these provisions to be inapplicable or unenforceable. If a court were to find the exclusive forum provisions in our Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could adversely affect our results of operations.

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Item 6. Exhibits

The following exhibits are filed with this Quarterly Report on Form 10-Q:


Exhibit Number						Exhibit Description
3.1						Amended and Restated Certificate of Incorporation of First Solar, Inc. (incorporated by reference to Exhibit 3.1 to First Solar, Inc.’s Registration Statement on Form S-1 filed on October 25, 2006)
3.2						Amended and Restated Bylaws of First Solar, Inc. (incorporated by reference to Exhibit 3.1 to First Solar, Inc.’s Form 8-K filed on July 23, 2021)
31.1*						Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover page formatted as Inline XBRL and contained in Exhibit 101

——————————

* Filed herewith.

† Furnished herewith. This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	FIRST SOLAR, INC.

Date: November 4, 2021	By:	/s/ BYRON JEFFERS
	Name:	Byron Jeffers
	Title:	Chief Accounting Officer