First Solar(FSLR) - 2023 Q4 - Annual Report

PART I Item 1. Business First Solar is a leading American PV solar technology company specializing in advanced thin film CdTe modules, focusing on high-performance, lower-carbon solutions with global manufacturing and R&D - First Solar is the world's largest thin film PV solar module manufacturer and the largest PV solar module manufacturer in the Western Hemisphere[17] - The company has invested over $1 billion in R&D in the last 10 years, focusing on improving wattage, energy yield, durability, and manufacturing efficiencies[18][24] - In 2023, First Solar commenced production of its Series 7 modules at its third manufacturing facility in Ohio and its first manufacturing facility in India, and is expanding manufacturing capacity by approximately 8 GW, including new facilities in Alabama (H2 2024) and Louisiana (late 2025)[21] - The company's CdTe thin film modules offer a superior temperature coefficient, spectral response in humid environments, better partial shading response, and immunity to cell cracking compared to crystalline silicon modules[19][20] - First Solar's Series 7 module has a carbon and water footprint approximately four times lower than conventional crystalline silicon modules manufactured in China and an energy payback time approximately five times faster[29] - The United States accounted for 96% of First Solar's net sales in 2023, driven by strong demand for renewable energy and domestically manufactured modules, partly due to the Inflation Reduction Act (IRA)[37] Company Overview Business Strategy Market Overview Global Markets Support Programs Modules Business Raw Materials Customers Competition Limited Solar Module Warranties Solar Module Collection and Recycling Intellectual Property Regulatory, Environmental, Health, and Safety Matters Human Capital Available Information Information about Our Executive Officers Item 1A. Risk Factors First Solar faces risks from market competition, policy changes, supply chain, technology, international operations, and regulatory compliance - The solar industry faces intense competition and potential structural imbalances between supply and demand, leading to pricing volatility. In 2023, approximately 305 GW of capacity was added by solar module manufacturers, primarily in China[89] - Changes to government subsidies, economic incentives, tax incentives (like the IRA's Section 45X credit), and trade policies (e.g., tariffs on imported crystalline silicon PV cells and modules) could negatively impact demand, pricing, and operating results[90][93][139] - Reliance on a limited number of large customers and single-sourced or limited suppliers for key raw materials (CdTe, substrate glass) and manufacturing equipment poses risks of reduced net sales, manufacturing delays, and increased costs[97][117][118] - Failure to continuously refine technology, develop new PV products, and successfully implement advancements (like the CuRe program or multi-junction applications) could render solar modules uncompetitive[113][114] - The company's substantial international operations expose it to risks from unfavorable political, regulatory, labor, and tax conditions, including currency fluctuations and trade barriers[134][135] - Evolving ESG regulations and expectations, including new California laws and the EU Corporate Sustainability Reporting Directive, require continuous monitoring and could lead to additional costs or reputational damage if not met[154] Summary of Risk Factors Risks Related to Our Markets and Customers Risks Related to Our Operations, Manufacturing, and Technology Risks Related to Regulations General Risk Factors Item 1B. Unresolved Staff Comments There are no unresolved staff comments to report Item 1C. Cybersecurity First Solar maintains a comprehensive cyber risk management program aligned with NIST framework, with no material adverse effects from incidents identified - First Solar's cyber risk management program incorporates recognized best practices and standards from the National Institute of Standards and Technology (NIST) cybersecurity framework[185] - The program includes regular risk assessments, internal and external penetration testing, continuous cyber risk register reviews, and risk prioritization with executive officers[185] - The Head of Information Security, with over 20 years of IT experience, reports to the Chief Information Officer and regularly briefs the Chief Financial Officer and the audit committee on cybersecurity matters[187] - As of the filing date, no risks from cybersecurity threats have materially affected or are reasonably likely to materially affect the Company's business strategy, financial condition, or results of operations[190] Item 2. Properties First Solar's properties include headquarters, R&D, and manufacturing plants across the US, Malaysia, Vietnam, and India, with new facilities under construction Principal Properties as of December 31, 2023 | Nature | Location | Held | | :--- | :--- | :--- | | Corporate headquarters | Tempe, Arizona, United States | Lease | | R&D facility | Santa Clara, California, United States | Lease | | R&D facility | Uppsala, Sweden | Lease | | Manufacturing plants, R&D facilities, and administrative offices | Perrysburg and Lake Township, Ohio, United States | Own | | Manufacturing plant and administrative offices | Kulim, Kedah, Malaysia | Lease land, own buildings | | Manufacturing plant | Ho Chi Minh City, Vietnam | Lease land, own buildings | | Manufacturing plant | Tamil Nadu, India | Lease land, own buildings | | Manufacturing plant (under construction) | Trinity, Alabama, United States | Own | | Manufacturing plant (under construction) | Iberia Parish, Louisiana, United States | Lease land, own buildings | Item 3. Legal Proceedings Legal proceedings information is incorporated by reference from Note 14 to the consolidated financial statements - Legal proceedings information is detailed in Note 14. "Commitments and Contingencies – Legal Proceedings" to the consolidated financial statements[192] Item 4. Mine Safety Disclosures There are no mine safety disclosures to report PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities First Solar's common stock is listed on Nasdaq (FSLR), with 41 record holders, no dividends, and no recent unregistered security sales or equity repurchases - First Solar's common stock is listed on The Nasdaq Stock Market LLC under the symbol FSLR[3] - As of February 23, 2024, there were 41 record holders of the common stock[196] - The company has never paid and does not expect to pay dividends on its common stock for the foreseeable future, prioritizing investments in working capital, capacity expansion, R&D, and M&A[197] - No recent sales of unregistered securities or issuer purchases of equity were reported[200][201] Market Information Holders Dividend Policy Stock Price Performance Graph Recent Sales of Unregistered Securities Purchases of Equity Securities by the Issuer and Affiliate Purchases Item 6. Reserved This item is reserved and contains no information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations First Solar's 2023 net sales increased 27% to $3.3 billion, with gross profit improving to 39.2% due to tax credits, while expanding capacity and maintaining strong liquidity Key Financial Highlights (2023 vs. 2022) | Metric | 2023 (in millions) | 2022 (in millions) | Change (%) | | :--- | :--- | :--- | :--- | | Net Sales | $3,318.6 | $2,619.3 | 27% | | Gross Profit | $1,300.7 | $69.9 | >500% | | Gross Profit Margin | 39.2% | 2.7% | +36.5 pp | | Net Income (Loss) | $830.8 | $(44.2) | N/A | | Basic EPS | $7.78 | $(0.41) | N/A | - Gross profit increased significantly due to the recognition of a $659.7 million advanced manufacturing production credit under Section 45X of the IRC, lower sales freight costs, increased average selling price per watt, and module cost reductions[205][235] - The company produced 12.1 GW and sold 11.4 GW of solar modules in 2023, with expectations to produce 15.6-16.0 GW and sell 15.6-16.3 GW in 2024[207] - First Solar entered into an agreement in December 2023 to sell $687.2 million of Section 45X tax credits generated in 2023 for $659.7 million in cash proceeds, with initial proceeds received in January 2024[207][256] - As of December 31, 2023, the company had contracts for the future sale of 78.3 GW of solar modules, representing an aggregate transaction price of $23.3 billion, expected to be recognized through 2030[224][467] - Cash, cash equivalents, and marketable securities decreased from $2.6 billion in 2022 to $2.1 billion in 2023, primarily due to capital expenditures for U.S. and Indian facilities and raw material advance payments, partially offset by debt proceeds and module sales[254] Executive Overview Market Overview Certain Trends and Uncertainties Results of Operations Liquidity and Capital Resources Recent Accounting Pronouncements Critical Accounting Estimates Item 7A. Quantitative and Qualitative Disclosures about Market Risk First Solar manages market risks including foreign currency, interest rate, commodity, and credit risks through hedging and diversified strategies - First Solar uses foreign exchange forward contracts to hedge forecasted cash flows and balance sheet exposures against foreign currency exchange rate fluctuations[273][275] - A 10% change in the U.S. dollar relative to primary foreign currency exposures would not have significantly impacted net foreign currency income or loss as of December 31, 2023[276] - The company is exposed to interest rate risk through variable rate debt and customer financing, where increased rates could reduce demand for modules[277][278] - Commodity swap contracts are used to mitigate exposure to price fluctuations for raw materials like aluminum frames[281][426] - Credit risk is managed by placing financial instruments with high-quality institutions and requiring payment security (e.g., advance payments, guarantees) from customers[282][433] Foreign Currency Exchange Risk Interest Rate Risk Commodity and Component Risk Credit Risk Item 8. Financial Statements and Supplementary Data Consolidated financial statements are included in Item 15. "Exhibits and Financial Statement Schedules" - Consolidated financial statements are included in Item 15. "Exhibits and Financial Statement Schedules"[283] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There are no changes in or disagreements with accountants on accounting and financial disclosure to report Item 9A. Controls and Procedures Management concluded disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with no material changes - As of December 31, 2023, the CEO and CFO concluded that disclosure controls and procedures were effective[285] - Management concluded that internal control over financial reporting was effective as of December 31, 2023, based on COSO criteria[286] - No material changes in internal control over financial reporting occurred during the quarter ended December 31, 2023[287] - The company acknowledges that control systems provide only reasonable, not absolute, assurance due to inherent limitations like human error, collusion, or management override[288] Evaluation of Disclosure Controls and Procedures Management's Report on Internal Control over Financial Reporting Changes in Internal Control over Financial Reporting Limitations on the Effectiveness of Controls Item 9B. Other Information No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by officers or directors during Q4 2023 - No Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements were adopted or terminated by officers or directors during Q4 2023[289] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to First Solar PART III Item 10. Directors, Executive Officers, and Corporate Governance Information on directors, executive officers, and corporate governance, including the code of conduct, is incorporated by reference from the 2024 Proxy Statement - Information on executive officers is provided in Item 1. "Business – Information about Our Executive Officers"[292] - Information concerning the board of directors, audit committee, and Section 16(a) beneficial ownership reporting compliance will appear in the 2024 Proxy Statement[292] - A code of business conduct and ethics applies to all directors, officers, and associates[292] Item 11. Executive Compensation Executive compensation and compensation committee information is incorporated by reference from the 2024 Proxy Statement - Information on executive compensation and the compensation committee will appear in the 2024 Proxy Statement[293] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security ownership and equity compensation plan information is incorporated from the 2024 Proxy Statement, with 960,448 shares issuable and 6.58 million shares available for future issuance - Information on security ownership and related stockholder matters is incorporated from the 2024 Proxy Statement[294] Equity Compensation Plan Information as of December 31, 2023 | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (a) | Weighted-Average Exercise Price of Outstanding Options and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by stockholders | 960,448 | $— | 6,581,106 | | Equity compensation plans not approved by stockholders | — | — | — | | Total | 960,448 | $— | 6,581,106 | Equity Compensation Plans Item 13. Certain Relationships and Related Transactions, and Director Independence Information on certain relationships, related party transactions, and director independence is incorporated by reference from the 2024 Proxy Statement - Information on certain relationships, related party transactions, and director independence is incorporated from the 2024 Proxy Statement[296] Item 14. Principal Accountant Fees and Services Principal accountant fees and services, and audit committee pre-approval policies, are incorporated by reference from the 2024 Proxy Statement - Information on principal accounting fees and services and audit committee pre-approval policies is incorporated from the 2024 Proxy Statement[297] PART IV Item 15. Exhibits and Financial Statement Schedules This section lists 10-K documents, including the Independent Auditor's Report, consolidated financial statements, and notes, with schedules omitted if not applicable - The section includes the Report of Independent Registered Public Accounting Firm by PricewaterhouseCoopers LLP, which audited the consolidated financial statements and internal control over financial reporting[299][303][304] - The consolidated financial statements include Balance Sheets, Statements of Operations, Comprehensive Income, Stockholders' Equity, and Cash Flows for the years ended December 31, 2023, 2022, and 2021[299][317][319][321][324][326] - Financial statement schedules have been omitted as the required information is not applicable, not material, or included in the consolidated financial statements and notes[300] Documents Exhibits Financial Statement Schedules Report of Independent Registered Public Accounting Firm FIRST SOLAR, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS FIRST SOLAR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FIRST SOLAR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FIRST SOLAR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FIRST SOLAR, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Item 16. Form 10-K Summary This item is not applicable and contains no summary SIGNATURES The report is signed by the Chief Accounting Officer, CEO, CFO, and Board members of First Solar, Inc., dated February 27, 2024 - The report is signed by Byron Jeffers, Chief Accounting Officer, and other executive officers and directors, dated February 27, 2024[523][524]