Item 15. Exhibits and Financial Statement Schedules

(a)Documents. The following documents are filed as part of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(b)Exhibits. Unless otherwise noted, the exhibits listed on the accompanying Index to Exhibits are filed with or incorporated by reference into this Annual Report on Form 10-K.

(c)Financial Statement Schedules. All financial statement schedules have been omitted as the required information is not applicable or is not material to require presentation of the schedule, or because the information required is included in the consolidated financial statements and notes thereto of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of First Solar, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of First Solar, Inc. and its subsidiaries (“the Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Solar Module Collection and Recycling Liability

As described in Note 11 to the consolidated financial statements, certain of the Company’s legacy sales were covered by a module collection and recycling program, which was previously established to collect and recycle modules sold and covered under such program once the modules reach the end of their useful lives. The Company’s accrued solar module collection and recycling liability was $130.7 million as of December 31, 2020. Management estimates the cost of 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. Management bases these estimates on experience collecting and recycling the solar modules and certain assumptions regarding costs at the time the solar modules will be collected and recycled.

The principal considerations for our determination that performing procedures relating to the solar module collection and recycling liability is a critical audit matter are (i) the significant judgment by management when developing the estimated costs of this program; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence related to management’s significant assumptions related to the cost of freight from the solar module installation sites to a recycling center, capital costs, present value assumptions, and the assumption regarding costs at the time the solar modules will be collected and recycled, and evaluating audit evidence related to the results of those procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to valuation of the solar module collection and recycling liability. These procedures also included, among others, testing management’s process for developing the expected future cost of collecting and recycling the solar modules including evaluating the reasonableness of the significant assumptions used by management related to the cost of freight from the solar module installation sites to a recycling center, capital costs, present value assumptions, and the assumption regarding costs at the time the solar modules will be collected and recycled. Evaluating the reasonableness of the significant assumptions involved (i) testing actual recycling costs incurred, (ii) obtaining and evaluating evidence from third parties, and (iii) evaluating other underlying input data considered by management in the development of its recycling liability.

Product Warranty Liability

As described in Notes 2 and 13 to the consolidated financial statements, the Company provides a limited PV solar module warranty which covers defects in materials and workmanship for up to 12 years and warrants that modules will produce at least a specified minimum percentage of their labeled power output rating, on either an individual module or system-level basis, for up to 30 years. The Company’s product warranty liability was $95.1 million as of December 31, 2020. Product warranty estimates are based primarily on the number of solar modules under warranty installed at customer locations, historical experience with and projections of warranty claims, and estimated per-module replacement costs.

The principal considerations for our determination that performing procedures relating to the product warranty liability is a critical audit matter are (i) the significant judgment by management in estimating the projections of warranty claims; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate the projections of warranty claims and related audit evidence.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to valuation of the product warranty liability. These procedures also included, among others, testing the appropriateness of the methodology used and the reasonableness of the significant assumptions used by management in developing these estimates related to projections of warranty claims. Evaluating whether the significant assumptions relating to the product warranty liability were reasonable involved (i) testing historical warranty claims and settlements, (ii) evaluating the reasonableness and appropriateness of factors considered by management in estimating the final settlement of open customer claims, and (iii) evaluating the reasonableness and appropriateness of the methodology used by management to determine return rates used in the valuation of the product warranty liability.

/s/ PricewaterhouseCoopers LLP

Phoenix, Arizona

February 25, 2021

We have served as the Company’s or its predecessor’s auditor since 2000, which includes periods before the Company became subject to SEC reporting requirements.

FIRST SOLAR, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

						December 31,
						2020						2019
ASSETS
Current assets:
Cash and cash equivalents						$	1,227,002					$	1,352,741
Marketable securities (amortized cost of $519,844 and allowance for credit losses of $121 at December 31, 2020)						520,066						811,506
Accounts receivable trade						269,095						476,425
Less: allowance for credit losses						(3,009)						(1,386)
Accounts receivable trade, net						266,086						475,039
Accounts receivable, unbilled and retainage						26,673						183,473
Less: allowance for credit losses						(303)						—
Accounts receivable, unbilled and retainage, net						26,370						183,473
Inventories						567,587						443,513
Balance of systems parts						30						53,583
Project assets						—						3,524
Assets held for sale						155,685						—
Prepaid expenses and other current assets						251,709						276,455
Total current assets						3,014,535						3,599,834
Property, plant and equipment, net						2,402,285						2,181,149
PV solar power systems, net						243,396						476,977
Project assets						373,377						333,596
Deferred tax assets, net						104,099						130,771
Restricted marketable securities (amortized cost of $247,628 and allowance for credit losses of $13 at December 31, 2020)						265,280						223,785
Goodwill						14,462						14,462
Intangible assets, net						56,138						64,543
Inventories						201,229						160,646
Other assets						434,130						329,926
Total assets						$	7,108,931					$	7,515,689
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable						$	183,349					$	218,081
Income taxes payable						14,571						17,010
Accrued expenses						310,467						351,260
Current portion of long-term debt						41,540						17,510
Deferred revenue						188,813						323,217
Accrued litigation						—						363,000
Liabilities held for sale						25,621						—
Other current liabilities						83,037						28,130
Total current liabilities						847,398						1,318,208
Accrued solar module collection and recycling liability						130,688						137,761
Long-term debt						237,691						454,187
Other liabilities						372,226						508,766
Total liabilities						1,588,003						2,418,922
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 105,980,466 and 105,448,921 shares issued and outstanding at December 31, 2020 and 2019, respectively						106						105
Additional paid-in capital						2,866,786						2,849,376
Accumulated earnings						2,715,762						2,326,620
Accumulated other comprehensive loss						(61,726)						(79,334)
Total stockholders’ equity						5,520,928						5,096,767
Total liabilities and stockholders’ equity						$	7,108,931					$	7,515,689

See accompanying notes to these consolidated financial statements.

FIRST SOLAR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

						Years Ended December 31,
						2020						2019						2018
Net sales						$	2,711,332					$	3,063,117					$	2,244,044
Cost of sales						2,030,659						2,513,905						1,851,867
Gross profit						680,673						549,212						392,177
Operating expenses:
Selling, general and administrative						222,918						205,471						176,857
Research and development						93,738						96,611						84,472
Production start-up						40,528						45,915						90,735
Litigation loss						6,000						363,000						—
Total operating expenses						363,184						710,997						352,064
Operating income (loss)						317,489						(161,785)						40,113
Foreign currency (loss) income, net						(4,890)						2,291						(570)
Interest income						16,559						48,886						59,788
Interest expense, net						(24,036)						(27,066)						(25,921)
Other (expense) income, net						(11,932)						17,545						39,737
Income (loss) before taxes and equity in earnings						293,190						(120,129)						113,147
Income tax benefit (expense)						107,294						5,480						(3,441)
Equity in earnings, net of tax						(2,129)						(284)						34,620
Net income (loss)						$	398,355					$	(114,933)					$	144,326
Net income (loss) per share:
Basic						$	3.76					$	(1.09)					$	1.38
Diluted						$	3.73					$	(1.09)					$	1.36
Weighted-average number of shares used in per share calculations:
Basic						105,867						105,310						104,745
Diluted						106,686						105,310						106,113

See accompanying notes to these consolidated financial statements.

FIRST SOLAR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

						Years Ended December 31,
						2020						2019						2018
Net income (loss)						$	398,355					$	(114,933)					$	144,326
Other comprehensive income (loss):
Foreign currency translation adjustments						(2,810)						(7,049)						(1,034)
Unrealized gain (loss) on marketable securities and restricted marketable securities, net of tax of $(1,231), $3,046, and $3,735						21,659						(15,670)						(57,747)
Unrealized (loss) gain on derivative instruments, net of tax of $(31), $142, and $(996)						(1,241)						(2,149)						2,056
Other comprehensive income (loss)						17,608						(24,868)						(56,725)
Comprehensive income (loss)						$	415,963					$	(139,801)					$	87,601

See accompanying notes to these consolidated financial statements.

FIRST SOLAR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

						Common Stock												Additional Paid-In Capital						Accumulated Earnings						Accumulated Other Comprehensive (Loss) Income						Total Equity
						Shares						Amount
Balance at December 31, 2017						104,468						$	104					$	2,799,107					$	2,297,227					$	2,259					$	5,098,697
Net income						—						—						—						144,326						—						144,326
Other comprehensive loss						—						—						—						—						(56,725)						(56,725)
Common stock issued for share-based compensation						588						1						3,425						—						—						3,426
Tax withholding related to vesting of restricted stock						(171)						—						(11,175)						—						—						(11,175)
Share-based compensation expense						—						—						33,854						—						—						33,854
Balance at December 31, 2018						104,885						105						2,825,211						2,441,553						(54,466)						5,212,403
Net loss						—						—						—						(114,933)						—						(114,933)
Other comprehensive loss						—						—						—						—						(24,868)						(24,868)
Common stock issued for share-based compensation						869						1						3,433						—						—						3,434
Tax withholding related to vesting of restricted stock						(305)						(1)						(16,089)						—						—						(16,090)
Share-based compensation expense						—						—						36,821						—						—						36,821
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						—						—						—						398,355						—						398,355
Other comprehensive income						—						—						—						—						17,608						17,608
Common stock issued for share-based compensation						814						1						1,362						—						—						1,363
Tax withholding related to vesting of restricted stock						(283)						—						(13,118)						—						—						(13,118)
Share-based compensation expense						—						—						29,166						—						—						29,166
Balance at December 31, 2020						105,980						$	106					$	2,866,786					$	2,715,762					$	(61,726)					$	5,520,928

See accompanying notes to these consolidated financial statements.

FIRST SOLAR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

						Years Ended December 31,
						2020						2019						2018
Cash flows from operating activities:
Net income (loss)						$	398,355					$	(114,933)					$	144,326
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation, amortization and accretion						232,925						205,475						130,736
Impairments and net losses on disposal of long-lived assets						35,806						7,577						8,065
Share-based compensation						29,267						37,429						34,154
Equity in earnings, net of tax						2,129						284						(34,620)
Distributions received from equity method investments						—						—						12,394
Remeasurement of monetary assets and liabilities						1,359						919						8,740
Deferred income taxes						36,013						(59,917)						(10,112)
Gains on sales of marketable securities and restricted marketable securities						(15,346)						(40,621)						(55,405)
Liabilities assumed by customers for the sale of systems						(136,745)						(88,050)						(240,865)
Other, net						15,809						759						2,121
Changes in operating assets and liabilities:
Accounts receivable, trade, unbilled and retainage						345,150						(73,594)						(202,298)
Prepaid expenses and other current assets						(992)						(34,528)						(53,488)
Inventories and balance of systems parts						(145,396)						(83,528)						(257,229)
Project assets and PV solar power systems						106,867						(20,773)						49,939
Other assets						(32,073)						28,728						(11,920)
Income tax receivable and payable						(177,431)						8,035						(49,169)
Accounts payable						(43,285)						(336)						96,443
Accrued expenses and other liabilities						(606,111)						397,527						132,382
Accrued solar module collection and recycling liability						(9,181)						3,748						(31,003)
Net cash provided by (used in) operating activities						37,120						174,201						(326,809)
Cash flows from investing activities:
Purchases of property, plant and equipment						(416,635)						(668,717)						(739,838)
Purchases of marketable securities and restricted marketable securities						(901,924)						(1,177,336)						(1,369,036)
Proceeds from sales and maturities of marketable securities and restricted marketable securities						1,192,832						1,486,631						1,135,984
Proceeds from sales of equity method investments						—						—						247,595
Payments received on notes receivable, affiliates						—						—						48,729
Other investing activities						(5,500)						(2,876)						(6,148)
Net cash used in investing activities						(131,227)						(362,298)						(682,714)
Cash flows from financing activities:
Repayment of long-term debt						(225,344)						(30,099)						(18,937)
Proceeds from borrowings under long-term debt, net of discounts and issuance costs						156,679						120,132						290,925
Payments of tax withholdings for restricted shares						(13,118)						(16,089)						(11,175)
Other financing activities						(804)						999						(5,585)
Net cash (used in) provided by financing activities						(82,587)						74,943						255,228
Effect of exchange rate changes on cash, cash equivalents and restricted cash						3,778						(2,959)						(13,558)
Net decrease in cash, cash equivalents and restricted cash						(172,916)						(116,113)						(767,853)
Cash, cash equivalents and restricted cash, beginning of the period						1,446,510						1,562,623						2,330,476
Cash, cash equivalents and restricted cash, end of the period						$	1,273,594					$	1,446,510					$	1,562,623
Supplemental disclosure of noncash investing and financing activities:
Property, plant and equipment acquisitions funded by liabilities						$	110,576					$	76,148					$	138,270
Sale of system previously accounted for as sale-leaseback financing						$	—					$	—					$	31,992
Accrued interest capitalized to long-term debt						$	—					$	—					$	3,512

See accompanying notes to these consolidated financial statements.

FIRST SOLAR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. First Solar and Its Business

We are a leading global provider of PV solar energy solutions. We design, manufacture, and sell PV solar modules with an advanced thin film semiconductor technology. In certain markets, we also develop and sell PV solar power systems that primarily use the modules we manufacture and provide O&M services to system owners. We have substantial, ongoing R&D efforts focused on various technology innovations. We are the world’s largest thin film PV solar module manufacturer and the largest PV solar module manufacturer in the Western Hemisphere.

2. Summary of Significant Accounting Policies

Basis of Presentation. These consolidated financial statements include the accounts of First Solar, Inc. and its subsidiaries and are prepared in accordance with U.S. GAAP. We eliminated all intercompany transactions and balances during consolidation. Certain prior year balances were reclassified to conform to the current year presentation.

Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to inputs used to recognize revenue over time, accrued solar module collection and recycling liabilities, product warranties, accounting for income taxes, and long-lived asset impairments. Despite our intention to establish accurate estimates and reasonable assumptions, actual results could differ materially from such estimates and assumptions.

Fair Value Measurements. We measure certain assets and liabilities at fair value, which is defined as the price that would be received from the sale of an asset or paid to transfer a liability (i.e., an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. Our fair value measurements use the following hierarchy, which prioritizes valuation inputs based on the extent to which the inputs are observable in the market.

• Level 1 – Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

• Level 2 – Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs are observable in active markets are Level 2 valuation techniques.

• Level 3 – Valuation techniques in which one or more significant inputs are unobservable. Such inputs reflect our estimate of assumptions that market participants would use to price an asset or liability.

Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents with the exception of time deposits, which are presented as marketable securities.

Restricted Cash. Restricted cash consists of cash and cash equivalents held by various banks to secure certain of our letters of credit and other such deposits designated for the construction or operation of systems projects as well as the payment of amounts related to project specific debt financings. Restricted cash also includes cash and cash equivalents held in custodial accounts to fund the estimated future costs of our solar module collection and recycling obligations.

Restricted cash for our letters of credit is classified as current or noncurrent based on the maturity date of the corresponding letter of credit. Restricted cash for project construction, operation, and financing is classified as current or noncurrent based on the intended use of the restricted funds. Restricted cash held in custodial accounts is classified as noncurrent to align with the nature of the corresponding collection and recycling liabilities.

Marketable Securities and Restricted Marketable Securities. We determine the classification of our marketable securities and restricted marketable securities at the time of purchase and reevaluate such designation at each balance sheet date. As of December 31, 2020 and 2019, all of our marketable securities and restricted marketable securities were classified as available-for-sale debt securities. Accordingly, we record them at fair value and account for the net unrealized gains and losses as part of “Accumulated other comprehensive loss” until realized. We record realized gains and losses on the sale of our marketable securities and restricted marketable securities in “Other (expense) income, net” computed using the specific identification method.

We may sell marketable securities prior to their stated maturities after consideration of our liquidity requirements. We view unrestricted securities with maturities beyond 12 months as available to support our current operations and, accordingly, classify such securities as current assets under “Marketable securities” in the consolidated balance sheets. Restricted marketable securities consist of long-term duration marketable securities that we hold in custodial accounts to fund the estimated future costs of our solar module collection and recycling obligations. Accordingly, we classify restricted marketable securities as noncurrent assets under “Restricted marketable securities” in the consolidated balance sheets.

Accounts Receivable Trade. We record trade accounts receivable for our unconditional rights to consideration arising from our performance under contracts with customers. The carrying value of such receivables, net of the allowance for credit losses, represents their estimated net realizable value. Our module and other equipment sales generally include up to 45-day payment terms following the transfer of control of the products to the customer. In addition, certain module and equipment sale agreements may require a down payment for a portion of the transaction price upon or shortly after entering into the agreement or related purchase order. Payment terms for sales of our solar power systems, EPC services, and operations and maintenance services vary by contract but are generally due upon demand or within several months of satisfying the associated performance obligations. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We typically do not include extended payment terms in our contracts with customers.

Accounts Receivable, Unbilled. Accounts receivable, unbilled represents a contract asset for revenue that has been recognized in advance of billing the customer, which is common for long-term construction contracts. For example, we typically recognize revenue from contracts for the construction and sale of PV solar power systems over time using cost based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. Accordingly, revenue could be recognized in advance of billing the customer, resulting in an amount recorded to “Accounts receivable, unbilled and retainage” or “Other assets” depending on the expected timing of payment for such unbilled receivables. Once we have an unconditional right to consideration under a construction contract, we typically bill our customer and reclassify the “Accounts receivable, unbilled and retainage” to “Accounts receivable trade.” Billing requirements vary by contract but are generally structured around the completion of certain development, construction, or other specified milestones.

Retainage. Certain of our EPC contracts for PV solar power systems we build contain retainage provisions. Retainage represents a contract asset for the portion of the contract price earned by us for work performed, but held for payment by the customer as a form of security until we reach certain construction milestones. We consider whether collectibility of such retainage is reasonably assured in connection with our overall assessment of the collectibility of amounts due or that will become due under our EPC contracts. Retainage included within “Accounts receivable, unbilled and retainage” is expected to be billed and collected within the next 12 months. After we satisfy the EPC contract requirements and have an unconditional right to consideration, we typically bill our customer for retainage and reclassify such amount to “Accounts receivable trade.”

Allowance for Credit Losses. The allowance for credit losses is a valuation account that is deducted from a financial asset’s amortized cost to present the net amount we expect to collect from such asset. We estimate allowances for credit losses using relevant available information from both internal and external sources. We monitor the estimated credit losses associated with our trade accounts receivable and unbilled accounts receivable based primarily on our collection history and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables. For our notes receivable, we determine estimated credit losses through an assessment of the borrower’s credit quality based primarily on quarterly reviews of certain financial information, including financial statements and forecasts. We estimate credit losses associated with our marketable securities and restricted marketable securities based on the external credit rating for such investments and the historical loss rates associated with such credit ratings, which we obtain from third parties. Such methods and estimates are adjusted, as appropriate, for relevant past events, current conditions, such as the COVID-19 pandemic and related containment measures, and reasonable and supportable forecasts. We recognize writeoffs within the allowance for credit losses when cash receipts associated with our financial assets are deemed uncollectible.

Inventories – Current and Noncurrent. We report our inventories at the lower of cost or net realizable value. We determine cost on a first-in, first-out basis and include both the costs of acquisition and manufacturing in our inventory costs. These costs include direct materials, direct labor, and indirect manufacturing costs, including depreciation and amortization. Our capitalization of indirect costs is based on the normal utilization of our plants. If our plant utilization is abnormally low, the portion of our indirect manufacturing costs related to the abnormal utilization level is expensed as incurred. Other abnormal manufacturing costs, such as wasted materials or excess yield losses, are also expensed as incurred. Finished goods inventory is comprised exclusively of solar modules that have not yet been installed in a PV solar power plant under construction or sold to a third-party customer.

As needed, we may purchase a critical raw material that is used in our core production process in quantities that exceed anticipated consumption within our normal operating cycle, which is 12 months. We classify such raw materials that we do not expect to consume within our normal operating cycle as noncurrent.

We regularly review the cost of inventories, including noncurrent inventories, against their estimated net realizable value and record write-downs if any inventories have costs in excess of their net realizable values. We also regularly evaluate the quantities and values of our inventories, including noncurrent inventories, in light of current market conditions and trends, among other factors, and record write-downs for any quantities in excess of demand or for any obsolescence. This evaluation considers the use of modules in our systems business or product warranties, module selling prices, product obsolescence, strategic raw material requirements, and other factors.

Balance of Systems Parts. BoS parts represent mounting, electrical, and other parts purchased for the construction and maintenance of PV solar power systems. These parts, which are not yet installed in a system, may include posts, tilt brackets, tables, harnesses, combiner boxes, inverters, cables, tracker equipment, and other items that we may purchase or assemble for the systems we construct. We carry BoS parts at the lower of cost or net realizable value and determine their costs on a weighted-average basis. BoS parts do not include any solar modules that we manufacture.

Property, Plant and Equipment. We report our property, plant and equipment at cost, less accumulated depreciation. Cost includes the price paid to acquire or construct the assets, required installation costs, interest capitalized during the construction period, and any expenditures that substantially add to the value of or substantially extend the useful life of the assets. We capitalize costs related to computer software obtained or developed for internal use, which generally includes enterprise-level business and finance software that we customize to meet our specific operational requirements. We expense repair and maintenance costs at the time we incur them.

We begin depreciation for our property, plant and equipment when the assets are placed in service. We consider such assets to be placed in service when they are both in the location and condition for their intended use. We compute depreciation expense using the straight-line method over the estimated useful lives of assets, as presented in the table below. We depreciate leasehold improvements over the shorter of their estimated useful lives or the remaining term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred.

						Useful Lives in Years
Buildings and building improvements						25 – 40
Manufacturing machinery and equipment						5 – 15
Furniture, fixtures, computer hardware, and computer software						3 – 7
Leasehold improvements						up to 15

PV Solar Power Systems. PV solar power systems represent project assets that we may temporarily own and operate after being placed in service. We report our PV solar power systems at cost, less accumulated depreciation. When we are entitled to incentive tax credits for our systems, we reduce the related carrying value of the assets by the amount of the tax credits, which reduces future depreciation. We begin depreciation for PV solar power systems when they are placed in service. We compute depreciation expense for the systems using the straight-line method over the shorter of the term of the related PPA or 25 years. Accordingly, our current PV solar power systems have estimated useful lives ranging from 19 to 25 years.

Project Assets. Project assets primarily consist of costs related to solar power projects in various stages of development that are capitalized prior to the completion of the sale of the project, including projects that may have begun commercial operation under PPAs and are actively marketed and intended to be sold. These project related costs include costs for land, development, and construction of a PV solar power system. Development costs may include legal, consulting, permitting, transmission upgrade, interconnection, and other similar costs. We typically classify project assets as noncurrent due to the nature of solar power projects (as long-lived assets) and the time required to complete all activities to develop, construct, and sell projects, which is typically longer than 12 months. Once we enter into a definitive sales agreement, we classify project assets as current until the sale is completed and we have recognized the sale as revenue. Any income generated by a project while it remains within project assets is accounted for as a reduction to our basis in the project. If a project is completed and begins commercial operation prior to the closing of a sales arrangement, the completed project will remain in project assets until placed in service. We present all expenditures related to the development and construction of project assets, whether fully or partially owned, as a component of cash flows from operating activities.

We review project assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We consider a project commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. We consider a partially developed or partially constructed project commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets. We examine a number of factors to determine if the project is expected to be recoverable, including whether there are any changes in environmental, permitting, market pricing, regulatory, or other conditions that may impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, we impair the respective project

assets and adjust the carrying value to the estimated fair value, with the resulting impairment recorded within “Selling, general and administrative” expense.

Interest Capitalization. We capitalize interest as part of the historical cost of acquiring, developing, or constructing certain assets, including property, plant and equipment; project assets; and PV solar power systems. Interest capitalized for property, plant and equipment or PV solar power systems is depreciated over the estimated useful life of the related assets when they are placed in service. We charge interest capitalized for project assets to cost of sales when such assets are sold. We capitalize interest to the extent that interest has been incurred and payments have been made to acquire, construct, or develop an asset. We cease capitalization of interest for assets in development or under construction if the assets are substantially complete or if we have sold such assets.

Asset Impairments. We assess long-lived assets classified as “held and used,” including our property, plant and equipment; PV solar power systems; project assets; operating lease assets; and intangible assets, for impairment whenever events or changes in circumstances arise, including consideration of technological obsolescence, that may indicate that the carrying amount of such assets may not be recoverable. These events and changes in circumstances may include a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; a current-period operating or cash flow loss combined with a history of such losses or a projection of future losses associated with the use of a long-lived asset; or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

When impairment indicators are present, we compare undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying value of the asset group exceeds the undiscounted future cash flows, we measure any impairment by comparing the fair value of the asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. If the fair value of an asset group is determined to be less than its carrying value, an impairment in the amount of the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and such projections may vary from the cash flows eventually realized.

We consider a long-lived asset to be abandoned after we have ceased use of the asset and we have no intent to use or repurpose it in the future. Abandoned long-lived assets are recorded at their salvage value, if any.

We classify long-lived assets or asset groups we plan to sell, excluding project assets and PV solar power systems to be sold as part of our ongoing operations, as held for sale on our consolidated balance sheets only after certain criteria have been met including: (i) management has the authority and commits to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and the plan to sell the asset have been initiated, (iv) the sale of the asset is probable within 12 months, (v) the asset is being actively marketed at a reasonable sales price relative to its current fair value, and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. We record assets or asset groups held for sale at the lower of their carrying value or fair value less costs to sell. If, due to unanticipated circumstances, such assets or asset groups are not sold in the 12 months after being classified as held for sale, then held for sale classification would continue as long as the above criteria are still met.

Ventures and Variable Interest Entities. In the normal course of business, we establish wholly owned project companies which may be considered variable interest entities (“VIEs”). We consolidate wholly owned VIEs when we are considered the primary beneficiary of such entities. Additionally, we have, and may in the future form, joint

venture type arrangements, including partnerships and partially owned limited liability companies or similar legal structures, with one or more third parties primarily to develop, construct, own, and/or sell solar power projects. We analyze all of our ventures and classify them into two groups: (i) ventures that must be consolidated because they are either not VIEs and we hold a majority voting interest, or because they are VIEs and we are the primary beneficiary and (ii) ventures that do not need to be consolidated because they are either not VIEs and we hold a minority voting interest, or because they are VIEs and we are not the primary beneficiary.

Ventures are considered VIEs if (i) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (ii) as a group, the holders of the equity investment at risk lack the ability to make certain decisions, the obligation to absorb expected losses, or the right to receive expected residual returns; or (iii) an equity investor has voting rights that are disproportionate to its economic interest and substantially all of the entity’s activities are conducted on behalf of that investor. Our venture agreements typically require us to fund some form of capital for the development and construction of a project, depending upon the opportunity and the market in which our ventures are located.

We are considered the primary beneficiary of and are required to consolidate a VIE if we have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the entity. If we determine that we do not have the power to direct the activities that most significantly impact the entity, then we are not the primary beneficiary of the VIE.

Equity Method Investments. We use the equity method of accounting for our investments when we have the ability to significantly influence, but not control, the operations or financial activities of the investee. As part of this evaluation, we consider our participating and protective rights in the venture as well as its legal form. We record our equity method investments at cost and subsequently adjust their carrying amount each period for our share of the earnings or losses of the investee and other adjustments required by the equity method of accounting. We present our equity method investments within “Other assets.”

Distributions received from our equity method investments are recorded as reductions in the carrying value of such investments and are classified on the consolidated statements of cash flows pursuant to the cumulative earnings approach. Under this approach, distributions received are considered returns on investment and are classified as cash inflows from operating activities unless our cumulative distributions received, less distributions received in prior periods that were determined to be returns of investment, exceed our cumulative equity in earnings recognized from the investment. When such an excess occurs, the current period distributions up to this excess are considered returns of investment and are classified as cash inflows from investing activities.

We monitor equity method investments for impairment and record reductions in their carrying values if the carrying amount of an investment exceeds its fair value. An impairment charge is recorded when such impairment is deemed to be other-than-temporary. To determine whether an impairment is other-than-temporary, we consider our ability and intent to hold the investment until the carrying amount is fully recovered. Circumstances that indicate an other-than-temporary impairment may have occurred include factors such as decreases in quoted market prices or declines in the operations of the investee. The evaluation of an investment for potential impairment requires us to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions.

Goodwill. Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value assigned to the individual assets acquired and liabilities assumed. We do not amortize goodwill, but instead are required to test goodwill for impairment at least annually. We perform impairment tests between the scheduled annual test in the fourth quarter if facts and circumstances indicate that it is more likely than not that the fair value of a reporting unit that has goodwill is less than its carrying value.

We may first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value to determine whether it is necessary to perform a quantitative goodwill impairment test. Such qualitative impairment test considers various factors, including macroeconomic conditions, industry and market considerations, cost factors, the overall financial performance of a reporting unit, and any other relevant events affecting our company or a reporting unit. If we determine through the qualitative assessment that a reporting unit’s fair value is more likely than not greater than its carrying value, the quantitative impairment test is not required. If the qualitative assessment indicates it is more likely than not that a reporting unit’s fair value is less than its carrying value, we perform a quantitative impairment test. We may also elect to proceed directly to the quantitative impairment test without considering qualitative factors.

The quantitative impairment test is the comparison of the fair value of a reporting unit with its carrying amount, including goodwill. Our reporting units consist of our modules and systems businesses. We define the fair value of a reporting unit as the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. We primarily use an income approach to estimate the fair value of our reporting units. Significant judgment is required when estimating the fair value of a reporting unit, including the forecasting of future operating results and the selection of discount and expected future growth rates used to determine projected cash flows. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is not impaired, and no further analysis is required. Conversely, if the carrying value of a reporting unit exceeds its estimated fair value, we record an impairment loss equal to the excess, not to exceed the total amount of goodwill allocated to the reporting unit.

Intangible Assets. Intangible assets primarily include developed technologies, certain PPAs acquired after the associated PV solar power systems were placed in service, and our internally-generated intangible assets, substantially all of which were patents on technologies related to our products and production processes. We record an asset for patents after the patent has been issued based on the legal, filing, and other costs incurred to secure it. We amortize intangible assets on a straight-line basis over their estimated useful lives, which generally range from 10 to 20 years.

Leases. Upon commencement of a lease, we recognize a lease liability for the present value of the lease payments not yet paid, discounted using an interest rate that represents our ability to borrow on a collateralized basis over a period that approximates the lease term. We also recognize a lease asset, which represents our right to control the use of the underlying property, plant or equipment, at an amount equal to the lease liability, adjusted for prepayments and initial direct costs.

We subsequently recognize the cost of operating leases on a straight-line basis over the lease term, and any variable lease costs, which represent amounts owed to the lessor that are not fixed per the terms of the contract, are recognized in the period in which they are incurred. Any costs included in our lease arrangements that are not directly related to the leased assets, such as maintenance charges, are included as part of the lease costs. Leases with an initial term of one year or less are considered short-term leases and are not recognized as lease assets and liabilities. We also recognize the cost of such short-term leases on a straight-line basis over the term of the underlying agreement.

Many of our leases, in particular those related to systems project land, contain renewal or termination options that are exercisable at our discretion. At the commencement date of a lease, we include in the lease term any periods covered by a renewal option, and exclude from the lease term any periods covered by a termination option, to the extent we are reasonably certain to exercise such options. In making this determination, we seek to align the lease term with the expected economic life of the underlying asset.

Deferred Revenue. When we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Such deferred revenue typically results from billings in excess of costs incurred on long-term construction contracts and advance payments received on sales of solar modules. As a

practical expedient, we do not adjust the consideration in a contract for the effects of a significant financing component when we expect, at contract inception, that the period between a customer’s advance payment and our transfer of a promised product or service to the customer will be one year or less. Additionally, we do not adjust the consideration in a contract for the effects of a significant financing component when the consideration is received as a form of performance security.

Product Warranties. We provide a limited PV solar module warranty covering defects in materials and workmanship under normal use and service conditions for up to 12 years. We also typically warrant that modules installed in accordance with agreed-upon specifications will produce at least 98% of their labeled power output rating during the first year, with the warranty coverage reducing by a degradation factor every year thereafter throughout the limited power output warranty period of up to 30 years. Among other things, our solar module warranty also covers the resulting power output loss from cell cracking. In resolving claims under both the limited defect and power output warranties, we typically have the option of either repairing or replacing the covered modules or, under the limited power output warranty, providing additional modules to remedy the power shortfall. Our limited module warranties also include an option for us to remedy claims under such warranties, generally exercisable only after the second year of the warranty period, by making certain cash payments. Under the limited workmanship warranty, the optional cash payment will be equal to the original purchase price of the module, reduced by a degradation factor, and under the limited power output warranty, the cash payment will be equal to the shortfall in power output. Such limited module warranties are standard for module sales and may be transferred from the original purchasers of the solar modules to subsequent purchasers upon resale.

As an alternative form of our standard limited module power output warranty, we have also offered an aggregated or system-level limited module performance warranty. This system-level limited module performance warranty is designed for utility-scale systems and provides 25-year system-level energy degradation protection. This warranty represents a practical expedient to address the challenge of identifying, from the potential millions of modules installed in a utility-scale system, individual modules that may be performing below warranty thresholds by focusing on the aggregate energy generated by the system rather than the power output of individual modules. The system-level limited module performance warranty is typically calculated as a percentage of a system’s expected energy production, adjusted for certain actual site conditions, with the warranted level of performance declining each year in a linear fashion, but never falling below 80% during the term of the warranty. In resolving claims under the system-level limited module performance warranty to restore the system to warranted performance levels, we first must validate that the root cause of the issue is due to module performance; we then have the option of either repairing or replacing the covered modules, providing supplemental modules, or making a cash payment. Consistent with our limited module power output warranty, when we elect to satisfy a warranty claim by providing replacement or supplemental modules under the system-level module performance warranty, we do not have any obligation to pay for the labor to remove or install modules.

In addition to our limited solar module warranties described above, for PV solar power systems we construct, we typically provide limited warranties for defects in engineering design, installation, and BoS part workmanship for a period of one to two years following the substantial completion of a system or a block within the system. In resolving claims under such BoS warranties, we have the option of remedying the defect through repair or replacement.

When we recognize revenue for module or system sales, we accrue liabilities for the estimated future costs of meeting our limited warranty obligations. 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.

Accrued Solar Module Collection and Recycling Liability. Historically, we recognized expense at the time of sale for the estimated cost of our future obligations for collecting and recycling solar modules covered by our solar module

collection and recycling program. See Note 11. “Solar Module Collection and Recycling Liability” to our consolidated financial statements for further information.

Derivative Instruments. We recognize derivative instruments on our consolidated balance sheets at their fair value. On the date that we enter into a derivative contract, we designate the derivative instrument as a fair value hedge, a cash flow hedge, a hedge of a net investment in a foreign operation, or a derivative instrument that will not be accounted for using hedge accounting methods. As of December 31, 2020 and 2019, all of our derivative instruments were designated either as cash flow hedges or as derivative instruments not accounted for using hedge accounting methods.

We record changes in the fair value of a derivative instrument that is highly effective and that is designated and qualifies as a cash flow hedge in “Accumulated other comprehensive loss” until our earnings are affected by the variability of the cash flows from the underlying hedged item. We record any amounts excluded from effectiveness testing in current period earnings in the same income statement line item in which the earnings effect of the hedged item is reported. We report changes in the fair value of derivative instruments that are not designated or do not qualify for hedge accounting in current period earnings. We classify cash flows from derivative instruments on the consolidated statements of cash flows in the same category as the item being hedged or on a basis consistent with the nature of the instrument.

At the inception of a hedge, we formally document all relationships between hedging instruments and the underlying hedged items as well as our risk-management objective and strategy for undertaking the hedge transaction. We also formally assess (both at inception and on an ongoing basis) whether our derivative instruments are highly effective in offsetting changes in the fair value or cash flows of the underlying hedged items and whether those derivatives are expected to remain highly effective in future periods. When we determine that a derivative instrument is not highly effective as a hedge, we discontinue hedge accounting prospectively. In all situations in which we discontinue hedge accounting and the derivative instrument remains outstanding, we carry the derivative instrument at its fair value on our consolidated balance sheets and recognize subsequent changes in its fair value in current period earnings.

Accumulated Other Comprehensive Income or Loss. Our accumulated other comprehensive income or loss includes foreign currency translation adjustments, unrealized gains and losses on available-for-sale debt securities, and unrealized gains and losses on derivative instruments designated and qualifying as cash flow hedges. We record these components of accumulated other comprehensive income or loss net of tax and release such tax effects when the underlying components affect earnings.

Revenue Recognition – Module Sales. We recognize revenue for module sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts.

Revenue Recognition – Solar Power System Sales and/or EPC Services. 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 EPC services, or sales of solar power systems with EPC services, we 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 and gross profit as work is performed using cost based input methods, for which we determine our progress toward contract completion based on the relationship between the actual costs incurred and the total estimated costs (including solar module costs) of the contract. Such revenue recognition is dependent, in part, on our customers’ commitment to perform their obligations under the contract, which is typically measured through the receipt of cash deposits or other forms of financial security issued by creditworthy financial institutions or parent entities.

Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term construction contracts and therefore reflect the transfer of goods to a customer under such contracts. Costs incurred that do not contribute to satisfying our performance obligations (i.e., “inefficient costs”) are excluded from our input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Costs incurred toward contract completion may include costs associated with solar modules, direct materials, labor, subcontractors, and other indirect costs related to contract performance. We recognize solar module and direct material costs as incurred when such items are installed in a system.

Cost based input methods of revenue recognition require us to make estimates of net contract revenues and costs to complete our projects. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other payments to customers. Significant judgment is also required to evaluate assumptions related to the costs to complete our projects, including materials, labor, contingencies, and other system costs. If the estimated total costs on any contract, including any inefficient costs, 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. The effect of the changes on future periods are recognized as if the revised estimates had been used since revenue was initially recognized under the contract. Such revisions could occur in any reporting period, and the effects may be material depending on the size of the contracts or the changes in estimates.

As part of our solar power system sales, we conduct performance testing of a system prior to substantial completion to confirm the system meets its operational and capacity expectations noted in the 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. 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. Conversely, if there is an underperformance event with regards to these tests, we may incur liquidated damages as a percentage of the EPC contract price. Such performance guarantees represent a form of variable consideration and are estimated at contract inception at their most likely amount and updated at the end of each reporting period as additional performance data becomes available and only to the extent that it is probable that a significant reversal of any incremental revenue will not occur.

Revenue Recognition – Operations and Maintenance. We recognize revenue for standard, recurring O&M services over time as customers receive and consume the benefits of such services, which typically include 24/7 system monitoring, certain PPA and other agreement compliance, NERC compliance, large generator interconnection agreement compliance, energy forecasting, performance engineering analysis, regular performance reporting, turn-key maintenance services including spare parts and corrective maintenance repair, warranty management, and environmental services. Other ancillary O&M services, such as equipment replacement, weed abatement, landscaping, or solar module cleaning, are recognized as revenue as the services are provided to the customer. Costs of O&M services are expensed in the period in which they are incurred.

As part of our O&M service offerings, we typically offer an effective availability guarantee, which stipulates that a system will be available to generate a certain percentage of total possible energy during a specific period after adjusting for factors outside our control as the service provider. If system availability exceeds a contractual threshold, we may receive a bonus payment, or if system availability falls below a separate threshold, we may incur liquidated damages for certain lost energy under the PPA. Such bonuses or liquidated damages represent a form of variable consideration and are estimated and recognized over time as customers receive and consume the benefits of the O&M services.

Revenue Recognition – Energy Generation. We sell energy generated by PV solar power systems under PPAs or on an open contract basis. For energy sold under PPAs, we recognize revenue each period based on the volume of energy delivered to the customer (i.e., the PPA off-taker) and the price stated in the PPA. For energy sold on an open contract basis, we recognize revenue at the point in time the energy is delivered to the grid based on the prevailing spot market prices.

Shipping and Handling Costs. We account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer the associated products. Accordingly, we record amounts billed for shipping and handling costs as a component of net sales, and classify such costs as a component of cost of sales.

Taxes Collected from Customers and Remitted to Governmental Authorities. We exclude from our measurement of transaction prices all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net sales or cost of sales.

Research and Development. We incur research and development costs during the process of researching and developing new products and enhancing our existing products, technologies, and manufacturing processes. Our research and development costs consist primarily of employee compensation, materials, outside services, and depreciation. We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial manufacturing.

Production Start-Up. Production start-up expense consists primarily of employee compensation and other costs associated with operating a production line before it is qualified for full production, including the cost of raw materials for solar modules run through the production line during the qualification phase and applicable facility related costs. Costs related to equipment upgrades and implementation of manufacturing process improvements are also included in production start-up expense as well as costs related to the selection of a new site, related legal and regulatory costs, and costs to maintain our plant replication program to the extent we cannot capitalize these expenditures.

Share-Based Compensation. We recognize share-based compensation expense for the estimated grant-date fair value of equity awards issued as compensation to employees over the requisite service period, which is generally four years. For awards with performance conditions, we recognize share-based compensation expense if it is probable that the performance conditions will be achieved. We account for forfeitures of share-based awards as such forfeitures occur. Accordingly, when an associate’s employment is terminated, all previously unvested awards granted to such associate are forfeited, which results in a benefit to share-based compensation expense in the period of such associate’s termination equal to the cumulative expense recorded through the termination date for the unvested awards. We recognize share-based compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service periods for each separately vesting portion of the award as if each award was in substance multiple awards.

Foreign Currency Translation. The functional currencies of certain of our foreign subsidiaries are their local currencies. Accordingly, we apply period-end exchange rates to translate their assets and liabilities and daily transaction exchange rates to translate their revenues, expenses, gains, and losses into U.S. dollars. We include the associated translation adjustments as a separate component of “Accumulated other comprehensive loss” within stockholders’ equity. The functional currency of our subsidiaries in Canada, Chile, Malaysia, Singapore, and Vietnam is the U.S. dollar; therefore, we do not translate their financial statements. Gains and losses arising from the remeasurement of monetary assets and liabilities denominated in currencies other than a subsidiary’s functional currency are included in “Foreign currency (loss) income, net” in the period in which they occur.

Income Taxes. We use the asset and liability method to account for income taxes whereby we calculate deferred tax assets or liabilities using the enacted tax rates and tax law applicable to when any temporary differences are expected to reverse. We establish valuation allowances, when necessary, to reduce deferred tax assets to the extent it is more likely than not that such deferred tax assets will not be realized. We do not provide deferred taxes related to the U.S. GAAP basis in excess of the outside tax basis in the investment in our foreign subsidiaries to the extent such amounts relate to indefinitely reinvested earnings and profits of such foreign subsidiaries.

Income tax expense includes (i) deferred tax expense, which generally represents the net change in deferred tax assets or liabilities during the year plus any change in valuation allowances, and (ii) current tax expense, which represents the amount of tax currently payable to or receivable from taxing authorities. We only recognize tax benefits related to uncertain tax positions that are more likely than not of being sustained upon examination. For those positions that satisfy such recognition criteria, the amount of tax benefit that we recognize is the largest amount of tax benefit that is more likely than not of being sustained on ultimate settlement of the uncertain tax position.

Per Share Data. Basic net income or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed giving effect to all potentially dilutive common shares, including restricted and performance stock units and stock purchase plan shares, unless there is a net loss for the period. In computing diluted net income per share, we utilize the treasury stock method.

3. Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326), to provide financial statement users with more useful information about expected credit losses. ASU 2016-13 replaces the historical incurred loss model with a model that reflects current expected credit losses (“CECL”), which requires consideration of a broader range of information to measure credit losses and determine the timing of when such losses are recorded. The CECL model is applicable to certain financial assets measured at amortized cost that subject us to credit risk, including cash equivalents, trade accounts receivable, unbilled accounts receivable and retainage, and notes receivable. In addition, ASU 2016-13 amended certain aspects of the accounting for available-for-sale debt securities, including the presentation of credit losses as an allowance against, rather than a write-down of, the fair value of such securities. Furthermore, a credit loss is only considered when a security is in an unrealized loss position, is limited to the difference between such security’s fair value and amortized cost basis, and is recorded directly to “Other expense, net.” Any remaining unrealized loss is recorded to “Accumulated other comprehensive loss” until realized.

We adopted ASU 2016-13 in the first quarter of 2020 using the modified-retrospective approach, which resulted in the recognition of an initial allowance for credit losses for our various financial assets through a cumulative-effect adjustment that decreased retained earnings by $9.2 million, net of tax, as of January 1, 2020.

See Note 5. “Cash, Cash Equivalents, and Marketable Securities,” Note 6. “Restricted Marketable Securities,” and Note 7. “Consolidated Balance Sheet Details” to our consolidated financial statements for further information about the allowance for credit losses associated with our various financial assets.

4. Goodwill and Intangible Assets

Goodwill

Goodwill for the relevant reporting unit consisted of the following at December 31, 2020 and 2019 (in thousands):

						December 31, 2019						Acquisitions (Impairments)						December 31, 2020
Modules						$	407,827					$	—					$	407,827
Accumulated impairment losses						(393,365)						—						(393,365)
Total						$	14,462					$	—					$	14,462

						December 31, 2018						Acquisitions (Impairments)						December 31, 2019
Modules						$	407,827					$	—					$	407,827
Accumulated impairment losses						(393,365)						—						(393,365)
Total						$	14,462					$	—					$	14,462

We performed our annual impairment analysis in the fourth quarter of 2020, 2019, and 2018. ASC 350-20 allows companies to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value to determine whether it is necessary to perform a quantitative goodwill impairment test. Such qualitative assessment considers various factors, including macroeconomic conditions, industry and market considerations, cost factors, the overall financial performance of a reporting unit, and any other relevant events affecting our company or a reporting unit.

We performed a qualitative assessment for our modules reporting unit in each respective period and concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount. Accordingly, a quantitative goodwill impairment test for this reporting unit was not required in any period presented.

Intangible assets, net

The following tables summarize our intangible assets at December 31, 2020 and 2019 (in thousands):

						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
Total						$	114,623					$	(58,485)					$	56,138

						December 31, 2019
						Gross Amount						Accumulated Amortization						Net Amount
Developed technology						$	97,964					$	(42,344)					$	55,620
Power purchase agreements						6,486						(972)						5,514
Patents						7,780						(4,371)						3,409
Total						$	112,230					$	(47,687)					$	64,543

Amortization of intangible assets was $10.8 million, $10.2 million, and $9.9 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Estimated future amortization expense for our definite-lived intangible assets was as follows at December 31, 2020 (in thousands):

						Amortization Expense
2021						$	10,935
2022						10,911
2023						10,626
2024						10,497
2025						4,026
Thereafter						9,143
Total amortization expense						$	56,138

5. Cash, Cash Equivalents, and Marketable Securities

Cash, cash equivalents, and marketable securities consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
Cash and cash equivalents:
Cash						$	1,227,000					$	1,345,419
Money market funds						2						7,322
Total cash and cash equivalents						1,227,002						1,352,741
Marketable securities:
Foreign debt						214,254						387,820
Foreign government obligations						—						22,011
U.S. debt						14,543						66,134
Time deposits						291,269						335,541
Total marketable securities						520,066						811,506
Total cash, cash equivalents, and marketable securities						$	1,747,068					$	2,164,247

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our consolidated balance sheets as of December 31, 2020 and 2019 to the total of such amounts as presented in the consolidated statements of cash flows (in thousands):

						Balance Sheet Line Item						2020						2019
Cash and cash equivalents						Cash and cash equivalents						$	1,227,002					$	1,352,741
Restricted cash – current						Prepaid expenses and other current assets						1,745						13,697
Restricted cash – noncurrent						Other assets						44,847						80,072
Total cash, cash equivalents, and restricted cash												$	1,273,594					$	1,446,510

During the year ended December 31, 2020, we sold marketable securities for proceeds of $188.1 million and realized gains of $0.2 million on such sales. During the year ended December 31, 2019, we sold marketable securities for proceeds of $52.0 million and realized no gain or loss on such sales. During the year ended December 31, 2018, we sold marketable securities for proceeds of $10.8 million and realized gains of less than $0.1 million on such sales. See Note 10. “Fair Value Measurements” to our 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 December 31, 2020 and 2019 (in thousands):

						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

						As of December 31, 2019
						Amortized Cost						Unrealized Gains						Unrealized Losses						Fair Value
Foreign debt						$	387,775					$	551					$	506					$	387,820
Foreign government obligations						21,991						20						—						22,011
U.S. debt						65,970						176						12						66,134
Time deposits						335,541						—						—						335,541
Total						$	811,277					$	747					$	518					$	811,506

The following table presents the change in allowance for credit losses related to our available-for-sale marketable securities for the year ended December 31, 2020 (in thousands):

						Marketable Securities
Balance as of December 31, 2019						$	—
Cumulative-effect adjustment for the adoption of ASU 2016-13						207
Provision for credit losses, net						326
Sales and maturities of marketable securities						(412)
Balance as of December 31, 2020						$	121

The contractual maturities of our marketable securities as of December 31, 2020 were as follows (in thousands):

						Fair Value
One year or less						$	407,491
One year to two years						109,553
Two years to three years						3,022
Total						$	520,066

6. Restricted Marketable Securities

Restricted marketable securities consisted of the following as of December 31, 2020 and 2019 (in thousands):

						2020						2019
Foreign government obligations						$	149,700					$	126,066
U.S. government obligations						115,580						97,719
Total restricted marketable securities						$	265,280					$	223,785

Our restricted marketable securities represent long-term marketable securities held in custodial accounts to fund the estimated future cost of collecting and recycling modules covered under our solar module collection and recycling program. As of December 31, 2020 and 2019, such custodial accounts also included noncurrent restricted cash

balances of $0.7 million and less than $0.1 million, respectively, which were reported within “Other assets.” 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. 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. 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.

During the year ended December 31, 2020, we sold certain restricted marketable securities for proceeds of $115.2 million and 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. During the years ended December 31, 2019 and 2018, we sold certain restricted marketable securities for proceeds of $281.6 million and $231.1 million, respectively, and realized gains of $40.6 million and $55.4 million, respectively, on such sales as part of an effort to align the currencies of the investments with those corresponding collection and recycling liabilities and disburse $22.2 million and $143.1 million, respectively, of overfunded amounts. See Note 10. “Fair Value Measurements” to our consolidated financial statements for information about the fair value of our restricted marketable securities.

The following tables summarize the unrealized gains and losses related to our restricted marketable securities, by major security type, as of December 31, 2020 and 2019 (in thousands):

						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

						As of December 31, 2019
						Amortized Cost						Unrealized Gains						Unrealized Losses						Fair Value
Foreign government obligations						$	129,499					$	—					$	3,433					$	126,066
U.S. government obligations						99,700						—						1,981						97,719
Total						$	229,199					$	—					$	5,414					$	223,785

The following table represents the change in the allowance for credit losses related to our restricted marketable securities for the year ended December 31, 2020 (in thousands):

						Restricted Marketable Securities
Balance as of December 31, 2019						$	—
Cumulative-effect adjustment for the adoption of ASU 2016-13						54
Provision for credit losses, net						(16)
Sales of restricted marketable securities						(25)
Balance as of December 31, 2020						$	13

As of December 31, 2020, the contractual maturities of our restricted marketable securities were between 9 years and 21 years.

7. Consolidated Balance Sheet Details

Accounts receivable trade, net

Accounts receivable trade, net consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
Accounts receivable trade, gross						$	269,095					$	476,425
Allowance for credit losses						(3,009)						(1,386)
Accounts receivable trade, net						$	266,086					$	475,039

At December 31, 2020 and 2019, $24.4 million and $44.9 million, respectively, of our trade accounts receivable were secured by letters of credit, bank guarantees, surety bonds, or other forms of financial security issued by creditworthy financial institutions.

Accounts receivable, unbilled and retainage, net

Accounts receivable, unbilled and retainage, net consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
Accounts receivable, unbilled						$	26,673					$	162,057
Retainage						—						21,416
Allowance for credit losses						(303)						—
Accounts receivable, unbilled and retainage, net						$	26,370					$	183,473

Allowance for credit losses

The following table presents the change in the allowances for credit losses related to our accounts receivable for the year ended December 31, 2020 (in thousands):

						Accounts Receivable Trade						Accounts Receivable, Unbilled and Retainage
Balance as of December 31, 2019						$	(1,386)					$	—
Cumulative-effect adjustment for the adoption of ASU 2016-13						(171)						(459)
Provision for credit losses, net (1)						(2,030)						(19)
Writeoffs						578						175
Balance as of December 31, 2020						$	(3,009)					$	(303)

——————————

(1)Includes credit losses for trade accounts receivable and unbilled accounts receivable of $2.2 million and $0.2 million, respectively, to reflect our estimate of expected credit losses attributable to the current economic conditions resulting from the ongoing COVID-19 pandemic.

Inventories

Inventories consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
Raw materials						$	292,334					$	248,756
Work in process						64,709						59,924
Finished goods						411,773						295,479
Inventories						$	768,816					$	604,159
Inventories – current						$	567,587					$	443,513
Inventories – noncurrent						$	201,229					$	160,646

Prepaid expenses and other current assets

Prepaid expenses and other current assets consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
Prepaid expenses						$	160,534					$	137,927
Prepaid income taxes						71,051						47,811
Derivative instruments (1)						3,315						1,199
Indirect tax receivables						1,827						29,908
Restricted cash						1,745						13,697
Notes receivable, net (2)						—						23,873
Other current assets						13,237						22,040
Prepaid expenses and other current assets						$	251,709					$	276,455

——————————

(1)See Note 8. “Derivative Financial Instruments” to our consolidated financial statements for discussion of our derivative instruments.

(2)In November 2014 and February 2016, we entered into a term loan agreement and a convertible loan agreement, respectively, with Clean Energy Collective, LLC (“CEC”). Our term loan bears interest at 16% per annum, and our convertible loan bears interest at 10% per annum. In November 2018, we amended the terms of the loan agreements to (i) extend their maturity to June 2020, (ii) waive the conversion features on our convertible loan, and (iii) increase the frequency of interest payments, subject to certain conditions.

As of December 31, 2019, the aggregate balance outstanding on the loans was $23.9 million. Upon the adoption of ASU 2016-13, we evaluated the estimated credit losses over the remaining contractual term of the loan agreements based on a discounted cash flow model. As a result of this evaluation, we recorded an allowance for credit losses of $10.8 million as of January 1, 2020. During 2020, we recorded incremental credit losses of $13.1 million due to CEC’s inability to repay the loans by their contractual maturity date, and wrote off the aggregate outstanding loan balance against the associated allowance for credit losses based on our determination that the loans are uncollectible.

Property, plant and equipment, net

Property, plant and equipment, net consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
Land						$	14,498					$	14,241
Buildings and improvements						693,762						664,266
Machinery and equipment						2,184,236						2,436,997
Office equipment and furniture						143,685						159,848
Leasehold improvements						41,459						48,772
Construction in progress						419,766						243,107
Property, plant and equipment, gross						3,497,406						3,567,231
Accumulated depreciation						(1,095,121)						(1,386,082)
Property, plant and equipment, net						$	2,402,285					$	2,181,149

We assess our property, plant and equipment for impairment whenever events or changes in circumstances arise that may indicate that the carrying amount of such assets may not be recoverable. We consider a long-lived asset to be abandoned after we have ceased use of the asset and we have no intent to use or repurpose it in the future, and such abandoned assets are recorded at their salvage value, if any. During 2020, we recorded an impairment loss of $17.4 million in “Cost of sales” for certain abandoned module manufacturing equipment, including framing and assembly tools, as such equipment was no longer compatible with our long-term module technology roadmap.

Depreciation of property, plant and equipment was $198.9 million, $176.4 million, and $109.1 million for the years ended December 31, 2020, 2019, and 2018, respectively.

PV solar power systems, net

PV solar power systems, net consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
PV solar power systems, gross						$	298,067					$	530,004
Accumulated depreciation						(54,671)						(53,027)
PV solar power systems, net						$	243,396					$	476,977

Depreciation of PV solar power systems was $19.6 million, $18.7 million, and $15.3 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Project assets

Project assets consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
Project assets – development costs, including project acquisition and land costs						$	176,346					$	254,466
Project assets – construction costs						197,031						82,654
Project assets						$	373,377					$	337,120
Project assets – current						$	—					$	3,524
Project assets – noncurrent						$	373,377					$	333,596

Capitalized interest

The components of interest expense and capitalized interest were as follows during the years ended December 31, 2020, 2019, and 2018 (in thousands):

						2020						2019						2018
Interest cost incurred						$	(25,834)					$	(29,656)					$	(31,752)
Interest cost capitalized – project assets						1,798						2,590						5,831
Interest expense, net						$	(24,036)					$	(27,066)					$	(25,921)

Other assets

Other assets consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
Operating lease assets (1)						$	226,664					$	145,711
Advanced payments for raw materials						97,883						59,806
Restricted cash						44,847						80,072
Accounts receivable, unbilled						22,722						—
Indirect tax receivables						14,849						9,446
Notes receivable (2)						350						8,194
Income taxes receivable						36						4,106
Other						26,779						22,591
Other assets						$	434,130					$	329,926

——————————

(1)See Note 9. "Leases" to our consolidated financial statements for discussion of our lease arrangements.

(2)In April 2009, we entered into a credit facility agreement with a solar power project entity of one of our customers for an available amount of €17.5 million to provide financing for a PV solar power system. The credit facility bore interest at 8.0% per annum, payable quarterly, and the full amount was due in December 2026. As of December 31, 2019, the balance outstanding on the credit facility was €7.0 million ($7.8 million). In October 2020, the project entity repaid the outstanding balance of the credit facility. The remaining notes receivable balance relates to a separate arrangement with another third party.

Assets and liabilities held for sale

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 is in the best interest of our stockholders to pursue this transaction. As a result, in August 2020 we entered into an agreement with Clairvest for the sale of our North American O&M operations. The completion of the transaction is contingent on a number of closing conditions, including the receipt of certain third-party consents and other customary closing conditions. Assuming satisfaction of such closing conditions, we expect the sale to be completed in the first half of 2021. Accordingly, we classified the assets and liabilities we expect to transfer to Clairvest as assets held for sale and liabilities held for sale on our consolidated balance sheet as of December 31, 2020.

Following an evaluation of the long-term cost structure, competitiveness, and risk-adjusted returns of our U.S. project development business, we have determined it is in the best interest of our stockholders to pursue the sale of this business. On January 24, 2021, we entered into an agreement with OMERS for the sale of our U.S. project development operations, which comprises the business of developing, contracting for the construction of, and selling utility-scale PV solar power systems. The transaction includes our approximately 10 GWAC utility-scale solar project pipeline, including the advanced-stage Horizon, Madison, Ridgely, Rabbitbrush, and Oak Trail projects that are expected to commence construction in the next two years; the 30 MWAC Barilla Solar project, which is operational; and certain other equipment. In addition, OMERS has agreed to certain module purchase commitments. The

completion of the transaction is contingent on a number of closing conditions, including the receipt of regulatory approval from FERC, the expiration of the mandatory waiting period under U.S. antitrust laws, a review of the transaction by CFIUS, and other customary closing conditions. Assuming satisfaction of such closing conditions, we expect the sale to be completed in the first half of 2021. Accordingly, we classified the assets and liabilities we expect to transfer to OMERS upon completion of this transaction as assets held for sale and liabilities held for sale on our consolidated balance sheet as of December 31, 2020.

The following table summarizes our assets and liabilities held for sale at December 31, 2020 (in thousands):

			Operations & Maintenance						Project Development						Total
Cash and cash equivalents			$	—					$	2,037					$	2,037
Accounts receivable trade, net			16,537						75						16,612
Accounts receivable, unbilled and retainage, net			3,687						—						3,687
Inventories			243						—						243
Balance of systems parts			72						34,173						34,245
Prepaid expenses and other current assets			12,577						1,169						13,746
Property, plant and equipment, net			5,577						215						5,792
PV solar power systems, net			—						10,997						10,997
Project assets			—						65,660						65,660
Other assets			25						2,641						2,666
Assets held for sale			$	38,718					$	116,967					$	155,685
Accounts payable			$	2,692					$	299					$	2,991
Accrued expenses			4,357						1,236						5,593
Deferred revenue			2,730						—						2,730
Other current liabilities			944						960						1,904
Other liabilities			4,350						8,053						12,403
Liabilities held for sale			$	15,073					$	10,548					$	25,621

Accrued expenses

Accrued expenses consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
Accrued project costs						$	81,380					$	91,971
Accrued property, plant and equipment						66,543						42,834
Accrued compensation and benefits						51,685						65,170
Accrued inventory						25,704						39,366
Product warranty liability (1)						22,278						20,291
Other						62,877						91,628
Accrued expenses						$	310,467					$	351,260

——————————

(1) See Note 13. “Commitments and Contingencies” to our consolidated financial statements for discussion of our “Product Warranties.”

Other current liabilities

Other current liabilities consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
Other taxes payable						$	30,041					$	994
Operating lease liabilities (1)						14,006						11,102
Derivative instruments (2)						5,280						2,582
Contingent consideration (3)						2,243						2,395
Other						31,467						11,057
Other current liabilities						$	83,037					$	28,130

——————————

(1)See Note 9. "Leases" to our consolidated financial statements for discussion of our lease arrangements.

(2)See Note 8. “Derivative Financial Instruments” to our consolidated financial statements for discussion of our derivative instruments.

(3)See Note 13. “Commitments and Contingencies” to our consolidated financial statements for discussion of our “Contingent Consideration” arrangements.

Other liabilities

Other liabilities consisted of the following at December 31, 2020 and 2019 (in thousands):

						2020						2019
Operating lease liabilities (1)						$	189,034					$	112,515
Product warranty liability (2)						72,818						109,506
Deferred revenue						44,919						71,438
Deferred tax liabilities, net (3)						23,671						6,493
Other taxes payable						6,515						90,201
Derivative instruments (4)						341						7,439
Transition tax liability (5)						—						70,047
Contingent consideration (2)						—						4,500
Other						34,928						36,627
Other liabilities						$	372,226					$	508,766

——————————

(1)See Note 9. "Leases" to our consolidated financial statements for discussion of our lease arrangements.

(2)See Note 13. “Commitments and Contingencies” to our consolidated financial statements for discussion of our “Product Warranties” and “Contingent Consideration” arrangements.

(3)See Note 17. “Income Taxes” to our consolidated financial statements for discussion of our net deferred tax assets and liabilities.

(4)See Note 8. “Derivative Financial Instruments” to our consolidated financial statements for discussion of our derivative instruments.

(5)See Note 17. “Income Taxes” to our consolidated financial statements for discussion of the one-time transition tax on accumulated earnings of foreign subsidiaries as a result of the Tax Act.

8. 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 10. “Fair Value Measurements” to our 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 consolidated balance sheets as of December 31, 2020 and 2019 (in thousands):

						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

						December 31, 2019
						Prepaid Expenses and Other Current Assets						Other Assets						Other Current Liabilities						Other Liabilities
Derivatives designated as hedging instruments:
Foreign exchange forward contracts						$	226					$	139					$	369					$	230
Total derivatives designated as hedging instruments						$	226					$	139					$	369					$	230
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts						$	973					$	—					$	1,807					$	—
Interest rate swap contracts						—						$	—					406						7,209
Total derivatives not designated as hedging instruments						$	973					$	—					$	2,213					$	7,209
Total derivative instruments						$	1,199					$	139					$	2,582					$	7,439

The following table presents the pretax amounts related to derivative instruments designated as cash flow hedges affecting accumulated other comprehensive income (loss) and our consolidated statements of operations for the years ended December 31, 2020, 2019, and 2018 (in thousands):

						Foreign Exchange Forward Contracts						Commodity Swap Contracts						Total
Balance as of December 31, 2017						$	(1,723)					$	—					$	(1,723)
Amounts recognized in other comprehensive income (loss)						(3,760)						—						(3,760)
Amounts reclassified to earnings impacting:
Net sales						1,698						—						1,698
Cost of sales						212						—						212
Foreign currency (loss) income, net						5,448						—						5,448
Other (expense) income, net						(546)						—						(546)
Balance as of December 31, 2018						1,329						—						1,329
Amounts recognized in other comprehensive income (loss)						(1,086)						—						(1,086)
Amounts reclassified to earnings impacting:
Net sales						(124)						—						(124)
Cost of sales						(1,081)						—						(1,081)
Balance as of December 31, 2019						(962)						—						(962)
Amounts recognized in other comprehensive income (loss)						(3,881)						1,472						(2,409)
Amounts reclassified to earnings impacting:
Cost of sales						1,199						—						1,199
Balance as of December 31, 2020						$	(3,644)					$	1,472					$	(2,172)

During the years ended December 31, 2020 and 2019, we recognized unrealized gains of $1.2 million and $0.8 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 year ended December 31, 2018, we recognized unrealized gains of $0.5 million within “Other (expense) income, net” for amounts excluded from effectiveness testing for our foreign exchange forward contracts designated as cash flow hedges. We recorded no amounts related to ineffective portions of our derivative instruments designated as cash flow hedges during the year ended December 31, 2018.

The following table presents gains and losses related to derivative instruments not designated as hedges affecting our consolidated statements of operations for the years ended December 31, 2020, 2019, and 2018 (in thousands):

												Amount of Gain (Loss) Recognized in Income
						Income Statement Line Item						2020						2019						2018
Interest rate swap contracts						Cost of sales						$	—					$	(1,656)					$	—
Foreign exchange forward contracts						Cost of sales						(462)						—						—
Foreign exchange forward contracts						Foreign currency (loss) income, net						(6,317)						3,716						12,113
Interest rate swap contracts						Interest expense, net						(7,259)						(8,532)						(8,643)

Interest Rate Risk

We primarily 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 years ended December 31, 2020, 2019, and 2018, the majority 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 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 December 2019, FS Japan Project 31 GK, our indirectly 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 Anamizu Credit Agreement (as defined in Note 12. “Debt” to our consolidated financial statements). Such swap had an initial notional value of ¥0.9 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 1.1925%. In September 2020, we completed the sale of our Anamizu project, and its interest rate swap contract and outstanding loan balance were assumed by the customer. As of December 31, 2019, the notional value of the interest rate swap contract was ¥0.9 billion ($8.0 million).

In January 2017, FS Japan Project 12 GK, our indirect wholly-owned subsidiary and project company, entered into an interest rate swap contract to hedge a portion of the floating rate senior loan facility under the project’s Ishikawa Credit Agreement (as defined in Note 12. “Debt” to our consolidated financial statements). Such swap had an initial notional value of ¥5.7 billion and entitled the project to receive a six-month floating TIBOR plus 0.75% interest rate while requiring the project to pay a fixed rate of 1.482%. In September 2020, we repaid the remaining loan balance and settled the swap contract prior to completing the sale of our Ishikawa project. As of December 31, 2019, the notional value of the interest rate swap contract was ¥18.7 billion ($171.7 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 December 31, 2020 and 2019, these foreign exchange forward contracts hedged our forecasted cash flows for periods up to 20 months and 22 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 December 31, 2020 and 2019.

As of December 31, 2020 and 2019, 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):

						December 31, 2020
Currency						Notional Amount						USD Equivalent
U.S. dollar (1)						$43.4						$43.4

						December 31, 2019
Currency						Notional Amount						USD Equivalent
U.S. dollar (1)						$69.9						$69.9

——————————

(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.

In the following 12 months, we expect to reclassify to earnings $3.3 million of net unrealized loss related to foreign exchange forward contracts that are included in “Accumulated other comprehensive loss” at December 31, 2020 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, 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 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) income, net” on our consolidated statements of operations.

As of December 31, 2020 and 2019, 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):

						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

						December 31, 2019
Transaction						Currency						Notional Amount						USD Equivalent
Purchase						Australian dollar						AUD 14.9						$10.4
Sell						Australian dollar						AUD 11.1						$7.8
Purchase						Brazilian real						BRL 13.2						$3.3
Sell						Brazilian real						BRL 4.3						$1.1
Purchase						Canadian dollar						CAD 4.5						$3.4
Sell						Canadian dollar						CAD 1.6						$1.2
Purchase						Chilean peso						CLP 1,493.1						$2.0
Sell						Chilean peso						CLP 3,866.1						$5.1
Purchase						Euro						€86.1						$96.5
Sell						Euro						€116.3						$130.3
Sell						Indian rupee						INR 1,283.8						$18.0
Purchase						Japanese yen						¥3,625.5						$33.3
Sell						Japanese yen						¥23,089.5						$212.2
Purchase						Malaysian ringgit						MYR 88.6						$21.6
Sell						Malaysian ringgit						MYR 41.3						$10.1
Sell						Mexican peso						MXN 34.6						$1.8
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 entitled 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 adjusts with forecasted purchases of aluminum frames. As of December 31, 2020, the notional value associated with this contract was $12.3 million.

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 December 31, 2020. In the following 12 months, we expect to reclassify into earnings $1.5 million of net unrealized gains related to this commodity swap contract that are included in “Accumulated other comprehensive loss” at December 31, 2020 as we realize the earnings effects of the related forecasted transactions. The amount we ultimately record to earnings will depend on the actual commodity pricing when we realize the related forecasted transactions.

9. 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, and Vietnam.

The following table presents certain quantitative information related to our lease arrangements for the year ended December 31, 2020 and 2019, and as of December 31, 2020 and 2019 (in thousands):

						2020						2019
Operating lease cost						$	18,739					$	21,833
Variable lease cost						2,616						3,518
Short-term lease cost						2,628						7,511
Total lease cost						$	23,983					$	32,862
Payments of amounts included in the measurement of operating lease liabilities						$	19,192					$	21,678
Lease assets obtained in exchange for operating lease liabilities						$	98,822					$	179,804
						December 31, 2020						December 31, 2019
Operating lease assets						$	226,664					$	145,711
Operating lease liabilities – current						14,006						11,102
Operating lease liabilities – noncurrent						189,034						112,515
Weighted-average remaining lease term						20 years						15 years
Weighted-average discount rate						2.9		%				4.3		%

As of December 31, 2020, the future payments associated with our lease liabilities were as follows (in thousands):

						Total Lease Liabilities
2021						$	17,858
2022						17,378
2023						17,483
2024						17,158
2025						16,726
Thereafter						166,168
Total future payments						252,771
Less: interest						(49,731)
Total lease liabilities						$	203,040

Our lease expense was $18.9 million for the year ended December 31, 2018.

10. 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 December 31, 2020 and 2019, 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 December 31, 2020 and 2019, our marketable securities consisted of foreign debt, foreign government obligations, U.S. debt, and time deposits, and our restricted marketable securities consisted of foreign and U.S. government obligations. 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 December 31, 2020 and 2019, 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 December 31, 2020 and 2019, 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
						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 Measurements at Reporting Date Using
						December 31, 2019						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						$	7,322					$	7,322					$	—					$	—
Marketable securities:
Foreign debt						387,820						—						387,820						—
Foreign government obligations						22,011						—						22,011						—
U.S. debt						66,134						—						66,134						—
Time deposits						335,541						335,541						—						—
Restricted marketable securities						223,785						—						223,785						—
Derivative assets						1,338						—						1,338						—
Total assets						$	1,043,951					$	342,863					$	701,088					$	—
Liabilities:
Derivative liabilities						$	10,021					$	—					$	10,021					$	—

Fair Value of Financial Instruments

At December 31, 2020 and 2019, the carrying values and fair values of our financial instruments not measured at fair value were as follows (in thousands):

						December 31, 2020												December 31, 2019
						Carrying Value						Fair Value						Carrying Value						Fair Value
Assets:
Notes receivable – current						$	—					$	—					$	23,873					$	24,929
Notes receivable – noncurrent						350						350						8,194						10,276
Accounts receivable, unbilled – noncurrent						22,722						22,096						—						—
Liabilities:
Long-term debt, including current maturities (1)						$	287,149					$	297,076					$	482,892					$	504,213

——————————

(1)Excludes unamortized discounts and issuance costs.

The carrying values in our consolidated balance sheets of our trade accounts receivable, current unbilled accounts receivable and retainage, 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 notes receivable, noncurrent unbilled 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, notes receivable, foreign exchange forward 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 cash, cash equivalents, marketable securities, restricted cash, restricted marketable securities, and foreign exchange forward contracts 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, 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 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.

11. 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 consolidated statements of operations.

We periodically review our estimates of expected future recycling costs and may adjust our liability accordingly. During the year ended December 31, 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. During the year ended December 31, 2018, we reduced our module collection and recycling liability by $34.2 million primarily due to higher by-product credits for glass, lower capital costs resulting from the expanded scale of our recycling facilities, and adjustments to certain valuation assumptions driven by our increased experience with module recycling.

Our module collection and recycling liability was $130.7 million and $137.8 million as of December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, we recognized a net benefit of $18.9 million to cost of sales as a result of the reduction to our module and collection recycling liability described above and accretion expense of $5.2 million associated with this liability. During the year ended December 31, 2019, we recognized accretion expense of $4.9 million associated with this liability. During the year ended December 31, 2018, we recognized net benefits of $25.0 million to cost of sales and $2.9 million to accretion expense as a result of the reduction in our module collection and recycling liability. As of December 31, 2020, a 1% increase in the annualized inflation rate used in our estimated future collection and recycling cost per module would increase the liability by $21.6 million, and a 1% decrease in that rate would decrease the liability by $18.7 million. See Note 6. “Restricted Marketable Securities” to our consolidated financial statements for more information about our arrangements for funding this liability.

12. Debt

Our long-term debt consisted of the following at December 31, 2020 and 2019 (in thousands):

												Balance (USD)
Loan Agreement						Currency						2020						2019
Revolving Credit Facility						USD						$	—					$	—
Luz del Norte Credit Facilities						USD						186,230						188,017
Ishikawa Credit Agreement						JPY						—						215,879
Japan Credit Facility						JPY						13,813						1,678
Tochigi Credit Facility						JPY						39,400						37,304
Anamizu Credit Agreement						JPY						—						12,138
Kyoto Credit Facility						JPY						47,706						—
Anantapur Credit Facility						INR						—						15,123
Tungabhadra Credit Facility						INR						—						12,753
Long-term debt principal												287,149						482,892
Less: unamortized discounts and issuance costs												(7,918)						(11,195)
Total long-term debt												279,231						471,697
Less: current portion												(41,540)						(17,510)
Noncurrent portion												$	237,691					$	454,187

Revolving Credit Facility

Our amended and restated credit agreement with several financial institutions as lenders and JPMorgan Chase Bank, N.A. as administrative agent provides us with a senior secured credit facility (the “Revolving Credit Facility”) with an aggregate borrowing capacity of $500.0 million, which we may increase to $750.0 million, subject to certain conditions. Borrowings under the credit facility bear 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. These margins are also subject to adjustment depending on our consolidated leverage ratio. We had no borrowings under our Revolving Credit Facility as of December 31, 2020 and 2019 and had issued $4.3 million and $39.3 million, respectively, of letters of credit using availability under the facility. Loans and letters of credit issued under the Revolving Credit Facility are jointly and severally guaranteed by First Solar, Inc.; First Solar Electric, LLC; First Solar Electric (California), Inc.; and First Solar Development, LLC and are secured by interests in substantially all of the guarantors’ tangible and intangible assets other than certain excluded assets.

In addition to paying interest on outstanding principal under the Revolving Credit Facility, we are required to pay a commitment fee at a rate of 0.30% per annum, based on the average daily unused commitments under the facility, which may also be adjusted due to changes in our consolidated leverage ratio. We also pay 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%. Our Revolving Credit Facility matures in July 2022.

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 December 31, 2020 and 2019, the balance outstanding on the DFC loans was $139.4 million and $140.8 million, respectively. As of December 31, 2020 and 2019, the balance outstanding on the IFC loans was $46.8 million and $47.2 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.

Ishikawa Credit Agreement

In December 2016, FS Japan Project 12 GK (“Ishikawa”), our indirect wholly-owned subsidiary and project company, entered into a credit agreement (the “Ishikawa Credit Agreement”) with Mizuho Bank, Ltd. for aggregate borrowings up to ¥27.3 billion ($233.9 million) for the development and construction of a 59 MWAC PV solar power plant located in Ishikawa, Japan. The credit agreement consists of a ¥24.0 billion ($205.6 million) senior loan facility, a ¥2.1 billion ($18.0 million) consumption tax facility, and a ¥1.2 billion ($10.3 million) letter of credit facility. In September 2020, we repaid the remaining $215.5 million principal balance on the credit agreement prior to completing the sale of the project.

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”). The term loan facility matures in March 2021. The facility is guaranteed by First Solar, Inc. and secured by pledges of certain of First Solar Japan GK’s accounts.

Anamizu Credit Agreement

In December 2019, FS Japan Project 31 GK (“Anamizu”), our indirect wholly-owned subsidiary and project company, entered into a credit agreement (the “Anamizu Credit Agreement”) with MUFG Bank, Ltd.; The Iyo Bank, Ltd.; The Hachijuni Bank, Ltd.; The Hyakugo Bank, Ltd.; and The Yamagata Bank, Ltd. for aggregate borrowings up to ¥7.7 billion ($70.8 million) for the development and construction of a 17 MWAC PV solar power plant located in Ishikawa, Japan. The credit agreement consisted of a ¥6.6 billion ($61.0 million) term loan facility, a ¥0.7 billion ($6.5 million) consumption tax facility, and a ¥0.4 billion ($3.3 million) debt service reserve facility. In September 2020, we completed the sale of our Anamizu project, and the outstanding balance of the Anamizu Credit Agreement of $31.3 million was assumed by the customer.

Miyagi Credit Facility

In July 2020, GK Marumori Hatsudensho (“Miyagi”), our indirectly wholly-owned subsidiary and project company, entered into a credit agreement (the “Miyagi Credit Facility”) with Shinsei Bank, Ltd. for aggregate borrowings up to ¥17.2 billion ($164.2 million) for the development and construction of a 40 MWAC PV solar power plant located in Miyagi, Japan. The credit facility consisted of a ¥15.2 billion ($145.1 million) term loan facility, a ¥1.5 billion ($14.4 million) consumption tax facility, and a ¥0.5 billion ($4.7 million) debt service reserve facility. In

September 2020, we completed the sale of our Miyagi project, and the outstanding balance of the Miyagi Credit Facility of $79.4 million was assumed by the customer.

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.

Anantapur Credit Facility

In March 2018, Anantapur Solar Parks Private Limited, our indirect wholly-owned subsidiary and project company, entered into a term loan facility (the “Anantapur Credit Facility”) with J.P. Morgan Securities India Private Limited for borrowings up to INR 1.2 billion ($18.4 million) for costs related to a 20 MWAC PV solar power plant located in Karnataka, India. In July 2020, we completed the sale of our Anantapur project, and the outstanding balance of the Anantapur Credit Facility of $14.0 million was assumed by the customer.

Tungabhadra Credit Facility

In March 2018, Tungabhadra Solar Parks Private Limited, our indirect wholly-owned subsidiary and project company, entered into a term loan facility (the “Tungabhadra Credit Facility”) with J.P. Morgan Securities India Private Limited for borrowings up to INR 1.0 billion ($15.3 million) for costs related to a 20 MWAC PV solar power plant located in Karnataka, India. In July 2020, we completed the sale of our Tungabhadra project, and the outstanding balance of the Tungabhadra Credit Facility of $12.0 million was assumed by the customer.

Variable Interest Rate Risk

Certain of our long-term debt agreements bear interest at prime, LIBOR, TIBOR, or equivalent variable rates. An increase in these variable rates would increase the cost of borrowing under our Revolving Credit Facility and certain project specific debt financings. Our long-term debt borrowing rates as of December 31, 2020 were as follows:

Loan Agreement						December 31, 2020
Revolving Credit Facility						2.14%
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%
Tochigi Credit Facility						3-month TIBOR plus 1.00%
Kyoto Credit Facility						1-month TIBOR plus 0.60%

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(1)Outstanding balance comprised of $144.2 million of fixed rate loans and $42.0 million of variable rate loans as of December 31, 2020.

During the years ended December 31, 2020, 2019, and 2018, we paid $14.9 million, $18.8 million, and $16.6 million, respectively, of interest related to our long-term debt arrangements.

Future Principal Payments

At December 31, 2020, the future principal payments on our long-term debt were due as follows (in thousands):

						Total Debt
2021						$	41,801
2022						17,848
2023						6,084
2024						54,727
2025						7,560
Thereafter						159,129
Total long-term debt future principal payments						$	287,149

13. 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 December 31, 2020, the majority of these commercial commitments supported our systems projects. As of December 31, 2020, the issued and outstanding amounts and available capacities under these commitments were as follows (in millions):

						Issued and Outstanding						Available Capacity
Revolving Credit Facility (1)						$	4.3					$	395.7
Bilateral facilities (2)						135.5						270.5
Surety bonds						67.0						649.9

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(1)Our Revolving Credit Facility provides us with a sub-limit of $400.0 million to issue letters of credit, subject to certain additional limits depending on the currencies of the letters of credit, at a fee based on the applicable margin for Eurocurrency revolving loans and a fronting fee.

(2)Of the total letters of credit issued under the bilateral facilities, $1.2 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 consolidated statements of operations if we commit to any such remediation actions.

Product warranty activities during the years ended December 31, 2020, 2019, and 2018 were as follows (in thousands):

						2020						2019						2018
Product warranty liability, beginning of period						$	129,797					$	220,692					$	224,274
Accruals for new warranties issued						9,424						17,327						14,132
Settlements						(22,464)						(22,540)						(11,851)
Changes in estimate of product warranty liability						(21,661)						(85,682)						(5,863)
Product warranty liability, end of period						$	95,096					$	129,797					$	220,692
Current portion of warranty liability						$	22,278					$	20,291					$	27,657
Noncurrent portion of warranty liability						$	72,818					$	109,506					$	193,035

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 year ended December 31, 2020, we revised this estimate downward 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. During the year ended December 31, 2019, we revised this estimate downward based on updated information regarding our warranty claims, which reduced our product warranty liability by $80.0 million. This updated information reflected lower-than-expected return rates for our newer series of module technology, the evolving claims profile of each series, and certain changes to our warranty programs.

In general, we expect the return rates for our newer series of module technology to be lower than our older series. We estimate that the return rate for such newer series of module technology will be less than 1%. As of December 31, 2020, a 1% increase in the return rate across all series of module technology would increase our product warranty liability by $104.9 million, and a 1% increase in the return rate for 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 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 and 2019, we accrued $10.2 million and $4.6 million, respectively, for our estimated obligations under such arrangements, which were classified as “Other current liabilities” in our consolidated balance sheets.

As part of our O&M service offerings, we typically offer an effective availability guarantee, which stipulates that a system will be available to generate a certain percentage of total possible energy during a specific period after adjusting for factors outside our control as the service provider, such as weather, curtailment, outages, force majeure, and other conditions that may affect system availability. Effective availability guarantees are only offered as part of our O&M services and terminate at the end of an O&M arrangement. If we fail to meet the contractual threshold for these guarantees, we may incur liquidated damages for certain lost energy. Our O&M agreements typically contain provisions limiting our total potential losses under an agreement, including amounts paid for liquidated damages, to a percentage of O&M fees. Many of our O&M agreements also contain provisions whereby we may receive a bonus payment if system availability exceeds a separate threshold. As of December 31, 2020, we accrued $0.9 million of liquidated damages under our effective availability guarantees, which was classified as “Liabilities held for sale” in our consolidated balance sheets. As of December 31, 2019, we accrued $0.6 million of

liquidated damages under our effective availability guarantees, which was classified as “Other current liabilities” in our consolidated balance sheets.

Indemnifications

In certain limited circumstances, we have provided indemnifications to customers, 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; or the resolution of specific matters associated with a project’s development or construction. 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 any sales 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 typically base these estimates on the cost of insurance policies that cover the underlying risks being indemnified and may purchase such policies 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 revenue in the related transaction.

After an indemnification liability is recorded, we derecognize such amount pursuant to ASC 460-10-35-2 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 December 31, 2020 and 2019, we accrued $3.2 million and $0.8 million of current indemnification liabilities, respectively. As of December 31, 2019, we also accrued $4.2 million of noncurrent indemnification liabilities. As of December 31, 2020, the maximum potential amount of future payments under our tax related and other indemnifications was $181.9 million, and we held insurance policies allowing us to recover up to $43.8 million of potential amounts paid under the indemnifications covered by the policies.

Contingent Consideration

We may seek to make additions to our advanced-stage project pipeline by actively developing our early-to-mid-stage project pipeline and by pursuing opportunities to acquire projects at various stages of development. In connection with such project acquisitions, we may agree to pay additional amounts to project sellers upon the achievement of certain milestones, such as obtaining a PPA, obtaining financing, or selling the project to a new owner. We recognize a project acquisition contingent liability when we determine that such a liability is both probable and reasonably estimable, and the carrying amount of the related project asset is correspondingly increased. As of December 31, 2020 and 2019, we accrued $2.2 million and $2.4 million, respectively, for project related contingent obligations, which was classified as “Other current liabilities” in our consolidated balance sheets. As of December 31, 2020 and 2019, we also accrued $4.5 million for project related contingent obligations, which was classified as “Liabilities held for sale” and “Other liabilities,” respectively, in our consolidated balance sheets. Any future differences between the acquisition-date contingent obligation estimate and the ultimate settlement of the obligation are recognized as an adjustment to the project asset, as contingent payments are considered direct and incremental to the underlying value of the related project.

Legal Proceedings

Class Action

On March 15, 2012, a purported class action lawsuit titled Smilovits v. First Solar, Inc., et al., Case No. 2:12-cv-00555-DGC, was filed in the Arizona District Court against the Company and certain of our current and former directors and officers. The complaint was filed on behalf of persons who purchased or otherwise acquired the Company’s publicly traded securities between April 30, 2008 and February 28, 2012. The complaint generally

alleged that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false and misleading statements regarding the Company’s financial performance and prospects. The action included claims for damages, including interest, and an award of reasonable costs and attorneys’ fees to the putative class.

On July 23, 2012, the Arizona District Court issued an order appointing as lead plaintiffs in the Class Action the Mineworkers’ Pension Scheme and British Coal Staff Superannuation Scheme (collectively, the “Pension Schemes”). The Pension Schemes filed an amended complaint on August 17, 2012, which contains similar allegations and seeks similar relief as the original complaint. Defendants filed a motion to dismiss on September 14, 2012. On December 17, 2012, the court denied defendants’ motion to dismiss. On October 8, 2013, the Arizona District Court granted the Pension Schemes’ motion for class certification and certified a class comprised of all persons who purchased or otherwise acquired publicly traded securities of the Company between April 30, 2008 and February 28, 2012 and were damaged thereby, excluding defendants and certain related parties. Merits discovery closed on February 27, 2015.

Defendants filed a motion for summary judgment on March 27, 2015. On August 11, 2015, the Arizona District Court granted defendants’ motion in part and denied it in part, and certified an issue for immediate appeal to the Ninth Circuit Court of Appeals (the “Ninth Circuit”). First Solar filed a petition for interlocutory appeal with the Ninth Circuit, and that petition was granted on November 18, 2015. On May 20, 2016, the Pension Schemes moved to vacate the order granting the petition, dismiss the appeal, and stay the merits briefing schedule. On December 13, 2016, the Ninth Circuit denied the Pension Schemes’ motion. On January 31, 2018, the Ninth Circuit issued an opinion affirming the Arizona District Court’s order denying in part defendants’ motion for summary judgment. On March 16, 2018, First Solar filed a petition for panel rehearing or rehearing en banc with the Ninth Circuit. On May 7, 2018, the Ninth Circuit denied defendants’ petition. On August 6, 2018, defendants filed a petition for writ of certiorari to the U.S. Supreme Court. Meanwhile, in the Arizona District Court, expert discovery was completed on February 5, 2019. On June 24, 2019, the U.S. Supreme Court denied the petition. Following the denial of the petition, the Arizona District Court ordered that the trial begin on January 7, 2020.

On January 5, 2020, First Solar entered into an MOU to settle the Class Action. First Solar agreed to pay a total of $350 million to settle the claims in the Class Action brought on behalf of all persons who purchased or otherwise acquired the Company’s shares between April 30, 2008 and February 28, 2012, in exchange for mutual releases and a dismissal with prejudice of the complaint upon court approval of the settlement. The settlement contained no admission of liability, wrongdoing, or responsibility by any of the parties. As a result of the entry into the MOU, we accrued a loss for the above-referenced settlement in our results of operations for the year ended December 31, 2019. On January 24, 2020, First Solar paid $350 million to the settlement escrow agent. On February 13, 2020, First Solar entered into a stipulation of settlement with certain named plaintiffs on terms and conditions that are consistent with the MOU. On February 14, 2020, the lead plaintiffs filed a motion for preliminary approval of the settlement. Following a February 27, 2020 hearing, the Arizona District Court entered an order on March 2, 2020 that granted preliminary approval of the settlement and permitted notice to the class. Following a June 30, 2020 hearing, the Arizona District Court entered an order on June 30, 2020 that granted final approval of the settlement and dismissed the Class Action with prejudice.

Opt-Out Action

On June 23, 2015, a suit titled Maverick Fund, L.D.C. v. First Solar, Inc., et al., Case No. 2:15-cv-01156-ROS, was filed in Arizona District Court by putative stockholders that opted out of the Class Action. The complaint names the Company and certain of our current and former directors and officers as defendants, and alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and violated state law, by making false and misleading statements regarding the Company’s financial performance and prospects. The action includes claims for rescissory and actual damages, interest, punitive damages, and an award of reasonable attorneys’ fees, expert fees, and costs.

First Solar and the individual defendants filed a motion to dismiss the Opt-Out Action on July 16, 2018. On November 27, 2018, the Court granted defendants’ motion to dismiss the plaintiffs’ negligent misrepresentation claim under state law, but otherwise denied defendants’ motion. On June 3, 2020, First Solar and the plaintiffs in the Opt-Out Action entered into an agreement in principle to settle the claims in the Opt-Out Action. On July 17, 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 year ended December 31, 2020.

Derivative Actions

On July 16, 2013, a derivative complaint was filed in the Superior Court of Arizona, Maricopa County, formerly titled Bargar, et al. v. Ahearn, et al., and now titled Kaufold v. Ahearn, et. al., Case No. CV2013-009938, by a putative stockholder against certain current and former directors and officers of the Company (“Kaufold”). The complaint generally alleges that the defendants caused or allowed false and misleading statements to be made concerning the Company’s financial performance and prospects. The action includes claims for, among other things, breach of fiduciary duties, insider trading, unjust enrichment, and waste of corporate assets. By court order on October 3, 2013, the Superior Court of Arizona, Maricopa County granted the parties’ stipulation to defer defendants’ response to the complaint pending resolution of the Class Action or expiration of a stay issued in certain consolidated derivative actions in the Arizona District Court. On November 5, 2013, the matter was placed on the court’s inactive calendar. The parties jointly sought and obtained multiple requests to continue the stay in this action. On June 30, 2020, the parties jointly requested that the stay be lifted. On July 1, 2020, the Superior Court of Arizona, Maricopa County ordered that the stay be lifted. On July 14, 2020, defendants filed a motion to dismiss the complaint with prejudice. On September 14, 2020, First Solar and the plaintiff entered into an agreement in principle to settle the claims in the Kaufold action, providing for, among other things, payment of the plaintiff’s attorney’s fees in an immaterial sum. On October 28, 2020 the parties executed a Stipulation and Agreement of Settlement on terms and conditions that are consistent with the September 14, 2020 agreement in principle. The stipulation contains no admission of liability, wrongdoing, or responsibility by any of the defendants. On October 30, 2020, the plaintiff filed a motion for preliminary approval of the settlement, and on November 6, 2020, the court entered an order that granted preliminary approval of the settlement and permitted notice. Following a December 1, 2020 hearing, the court entered a Final Order and Judgment that granted final approval of the settlement and dismissed the case with prejudice.

Other Matters and Claims

We are party to other legal matters and claims in the normal course of our operations. While we believe the ultimate outcome of such other 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.

14. Revenue from Contracts with Customers

The following table presents the disaggregation of revenue from contracts with customers for the years ended December 31, 2020, 2019, and 2018 along with the reportable segment for each category (in thousands):

Category						Segment						2020						2019						2018
Solar modules						Modules						$	1,736,060					$	1,460,116					$	502,001
Solar power systems						Systems						794,797						1,148,856						1,244,175
O&M services						Systems						115,590						107,705						103,186
Energy generation (1)						Systems						61,948						54,539						47,122
EPC services						Systems						2,937						291,901						347,560
Net sales												$	2,711,332					$	3,063,117					$	2,244,044

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(1)During the year ended December 31, 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.

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) construction plan accelerations or delays, (ii) module cost forecast changes, (iii) cost related change orders, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect on our consolidated statements of operations.

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 years ended December 31, 2020, 2019, and 2018 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 with the exception of the sales and use tax matter described below, for which the aggregate change in estimate has been presented. Also included in the table is the net change in estimate as a percentage of the aggregate revenue for such projects.

						2020						2019						2018
Number of projects (1)						9						3						24
(Decrease) increase in revenue from net changes in transaction prices (in thousands) (1)						$	(16,954)					$	(3,642)					$	63,361
Increase (Decrease) in revenue from net changes in input cost estimates (in thousands)						7,487						(23,103)						1,548
Net (decrease) increase in revenue from net changes in estimates (in thousands)						$	(9,467)					$	(26,745)					$	64,909
Net change in estimate as a percentage of aggregate revenue						(0.5)		%				(4.6)		%				0.6		%

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(1)During the year ended December 31, 2018, we settled a tax examination with the state of California regarding several matters, including certain sales and use tax payments due under lump sum EPC contracts. Accordingly, we revised our estimates of sales and use taxes due for projects in the state of California, which affected the estimated transaction prices for such contracts, and recorded an increase to revenue of $54.6 million.

The following table reflects the changes in our contract assets, which we classify as “Accounts receivable, unbilled” or “Retainage,” and our contract liabilities, which we classify as “Deferred revenue,” for the year ended December 31, 2020, excluding any assets or liabilities classified as held for sale as of December 31, 2020 (in thousands):

						2020						2019						Change
Accounts receivable, unbilled (1)						$	49,395					$	162,057
Retainage						—						21,416
Allowance for credit losses						(303)						—
Accounts receivable, unbilled and retainage, net						$	49,092					$	183,473					$	(134,381)					(73)		%
Deferred revenue (2)						$	233,732					$	394,655					$	(160,923)					(41)		%

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(1)Includes $22.7 million of noncurrent accounts receivable, unbilled classified as “Other assets” on our consolidated balance sheet as of December 31, 2020.

(2)Includes $44.9 million and $71.4 million of noncurrent deferred revenue classified as “Other liabilities” on our consolidated balance sheets as of December 31, 2020 and 2019, respectively.

During the year ended December 31, 2020, our contract assets decreased by $134.4 million primarily due to billings associated with ongoing construction activities at the GA Solar 4, Sun Streams, and Sunshine Valley projects, partially offset by unbilled receivables associated with the sale of certain systems projects. During the year ended December 31, 2020, our contract liabilities decreased by $160.9 million primarily due to the recognition of revenue for sales of solar modules for which payment was received in 2019 prior to the step down in the U.S. investment tax credit from 30% to 26%, partially offset by advance payments received for sales of solar modules in the current period. During the years ended December 31, 2020 and 2019, we recognized revenue of $316.1 million and $117.7 million, respectively, that was included in the corresponding contract liability balance at the beginning of the periods.

As of December 31, 2020, we had entered into contracts with customers for the future sale of 10.7 GWDC of solar modules for an aggregate transaction price of $3.3 billion. We expect to recognize such amounts as revenue through 2023 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. As of December 31, 2020, we had entered into O&M contracts covering approximately 900 MWDC of utility-scale PV solar power systems, excluding contracts expected to be transferred to Clairvest in connection with the sale of our North American O&M operations. See Note 7. “Consolidated Balance Sheet Details” to our consolidated financial statements for further information. We expect to recognize $146.0 million of revenue during the noncancelable term of these O&M contracts over a weighted-average period of 18.3 years.

15. Stockholders’ Equity

Preferred Stock

As of December 31, 2020 and 2019, we had authorized 30,000,000 shares of undesignated preferred stock, $0.001 par value, none of which was issued and outstanding. Our board of directors is authorized to determine the rights, preferences, and restrictions on any series of preferred stock that we may issue.

Common Stock

As of December 31, 2020 and 2019, we had authorized 500,000,000 shares of common stock, $0.001 par value, of which 105,980,466 and 105,448,921 shares, respectively, were issued and outstanding. Each share of common stock is entitled to a single vote. We have not declared or paid any dividends through December 31, 2020.

16. Share-Based Compensation

The following table presents share-based compensation expense recognized in our consolidated statements of operations for the years ended December 31, 2020, 2019, and 2018 (in thousands):

						2020						2019						2018
Cost of sales						$	3,183					$	7,541					$	6,422
Selling, general and administrative						22,093						23,741						21,646
Research and development						3,991						5,917						5,714
Production start-up						—						230						372
Total share-based compensation expense						$	29,267					$	37,429					$	34,154

Share-based compensation expense capitalized in inventory, project assets, and PV solar power systems was $1.1 million and $1.2 million as of December 31, 2020 and 2019, respectively. As of December 31, 2020, we had $28.6 million of unrecognized share-based compensation expense related to unvested restricted and performance stock units, which we expect to recognize over a weighted-average period of approximately 1.3 years. During the years ended December 31, 2020, 2019, and 2018, we recognized an income tax benefit in our statement of operations of $7.3 million, $9.6 million, and $9.9 million, respectively, related to share-based compensation expense, including excess tax benefits. We authorize our transfer agent to issue new shares, net of shares withheld for taxes as appropriate, for the vesting of restricted and performance stock units or grants of unrestricted stock.

Share-Based Compensation Plans

During the year ended December 31, 2015, we adopted our 2015 Omnibus Incentive Compensation Plan (“the 2015 Omnibus Plan”), under which directors, officers, employees, and consultants of First Solar (including any of its subsidiaries) are eligible to participate in various forms of share-based compensation. The 2015 Omnibus Plan was administered by the compensation committee (or any other committee designated by our board of directors), which is authorized to, among other things, determine the recipients of grants, the exercise price, and the vesting schedule of any awards made under the 2015 Omnibus Plan. The 2015 Omnibus Plan provided for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, restricted stock units, performance units, cash incentive awards, performance compensation awards, and other equity-based and equity-related awards.

During the year ended December 31, 2020, the 2015 Omnibus Plan was replaced by our 2020 Omnibus Plan. Upon approval by our shareholders, the 2015 Omnibus Plan share reserve was transferred to the 2020 Omnibus Plan and any forfeitures under the 2015 Omnibus Plan became available for grant under the 2020 Omnibus Plan. This new plan differs from the 2015 Omnibus Plan in that the 2020 Omnibus Plan (i) continues to permit performance-based awards despite the elimination of performance-based awards under Section 162(m) of the Internal Revenue Code of 1986, as amended, (ii) alters the number of, and manner in which we calculate the 2020 Omnibus Plan share reserve (A) to count dividend equivalents paid in stock against the applicable share reserve and (B) to count shares tendered in payment of all awards or withheld by the Company to satisfy any tax withholding obligation against the applicable share reserve, (iii) prohibits payment of dividends or dividend equivalents before the underlying awards vest, (iv) clarifies the method of tax withholding, and (v) responds to other compensation and governance trends.

Under the 2020 Omnibus Plan, directors, officers, employees, and consultants of First Solar, Inc. (including any of its affiliates) are eligible to participate. The 2020 Omnibus Plan is administered by the compensation committee (or any other committee designated by our board of directors), which is authorized to, among other things, determine the recipients of grants, the exercise price, and vesting schedule of any awards made under the 2020 Omnibus Plan. Our board of directors may amend, modify, or terminate the 2020 Omnibus Plan without the approval of our stockholders, except for amendments that would increase the maximum number of shares of our common stock available for awards under the 2020 Omnibus Plan, increase the maximum number of shares of our common stock that may be delivered by incentive stock options, or modify the requirements for participation in the 2020 Omnibus Plan.

The 2020 Omnibus Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, restricted stock units, performance units, cash incentive awards, performance compensation awards, and other equity-based and equity-related awards. Excluding the share reserve transferred from the 2015 Omnibus Plan, the maximum number of new shares of our common stock that may be delivered by awards granted under the 2020 Omnibus Plan is 4,000,000. In addition, the shares underlying any forfeited, expired, terminated, or canceled awards, or shares surrendered as payment for taxes required to be withheld, become available for new award grants. We may not grant awards under the 2020 Omnibus Plan after 2030, which is the tenth anniversary of the 2020 Omnibus Plan’s approval by our stockholders. As of December 31, 2020, we had 6,608,877 shares available for future issuance under the 2020 Omnibus Plan.

Restricted and Performance Stock Units

We issue shares to the holders of restricted stock units on the date the restricted units vest. The majority of shares issued are net of applicable withholding taxes, which we pay on behalf of our associates. As a result, the actual number of shares issued will be less than the number of restricted stock units granted. Prior to vesting, restricted stock units do not have dividend equivalent rights or voting rights, and the shares underlying the restricted stock units are not considered issued and outstanding.

In February 2017, the compensation committee approved a long-term incentive program for key executive officers and associates. The program is intended to incentivize retention of our key executive talent, provide a smooth

transition from our former key senior talent equity performance program, and align the interests of executive management and stockholders. Specifically, the program consists of (i) performance stock units to be earned over an approximately three-year performance period, which ended in December 2019 and (ii) stub-year grants of separate performance stock units to be earned over an approximately two-year performance period, which ended in December 2018. In February 2019, the compensation committee certified the achievement of the maximum vesting conditions applicable for the stub-year grants. Accordingly, each participant received one share of common stock for each vested performance unit, net of any tax withholdings. In February 2020, the compensation committee certified the achievement of the threshold vesting conditions applicable to the remaining 2017 grants of performance stock units. Accordingly, each participant received one share of common stock for each vested performance unit granted in February 2017, net of any tax withholdings.

In April 2018, in continuation of our long-term incentive program for key executive officers and associates, the compensation committee approved additional grants of performance stock units to be earned over an approximately three-year performance period ending in December 2020. Vesting of the 2018 grants of performance stock units is contingent upon the relative attainment of target gross margin, operating expense, and contracted revenue metrics, to be certified by the compensation committee.

In July 2019, the compensation committee approved additional grants of performance stock 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 stock 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 stock 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 stock units is contingent upon the relative attainment of contracted revenue, module wattage, and return on capital metrics.

Vesting of performance stock 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 stock units are included in the computation of diluted net income per share for the years ended December 31, 2020, 2019, and 2018 based on the number of shares that would be issuable if the end of the reporting period were the end of the contingency period.

The following is a summary of our restricted stock unit activity, including performance stock unit activity, for the year ended December 31, 2020:

						Number of Shares						Weighted-Average Grant-Date Fair Value
Unvested restricted stock units at December 31, 2019						2,411,436						$	50.13
Restricted stock units granted (1)						808,834						45.01
Restricted stock units vested						(751,354)						43.80
Restricted stock units forfeited						(616,660)						43.96
Unvested restricted stock units at December 31, 2020						1,852,256						$	52.52

——————————

(1)Restricted stock units granted include the maximum amount of performance stock units available for issuance under our long-term incentive program for key executive officers and associates. The actual number of shares to be issued will depend on the relative attainment of the performance metrics described above.

We estimate the fair value of our restricted stock unit awards based on our stock price on the grant date. For the years ended December 31, 2019 and 2018, the weighted-average grant-date fair value for restricted stock units

granted in such years was $56.47 and $67.44, respectively. The total fair value of restricted stock units vested during 2020, 2019, and 2018 was $32.9 million, $40.8 million, and $32.2 million, respectively.

Unrestricted Stock

During the years ended December 31, 2020, 2019, and 2018, we awarded 27,731; 26,254; and 31,190, respectively, of fully vested, unrestricted shares of our common stock to the independent members of our board of directors. Accordingly, we recognized $1.5 million, $1.5 million, and $1.6 million of share-based compensation expense for these awards during the years ended December 31, 2020, 2019, and 2018, respectively.

Stock Purchase Plan

Our shareholders approved our stock purchase plan for employees in June 2010. The plan allowed employees to purchase our common stock through payroll withholdings over a six-month offering period at a discount from the closing share price on the last day of the offering period. In April 2017, we amended our stock purchase plan to reduce the purchase discount from 15% to 4%. Accordingly, the plan was considered noncompensatory and no longer resulted in the recognition of share-based compensation expense. Effective as of May 14, 2020, the stock purchase plan was terminated. Accordingly, and because no future issuances of the Company’s common stock will occur under the plan, the Company deregistered all unissued shares of the Company’s common stock formerly registered for issuance.

17. Income Taxes

On March 27, 2020, 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.

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 restores certain foreign tax credits we expect to utilize by amending our 2017 and 2018 U.S. corporate income tax returns. Such amended returns 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 Act. As a result, we recorded a tax benefit of $89.7 million for the year ended December 31, 2020, which represents the one-time income tax benefit for the difference between the statutory federal corporate income tax rate of 35% applicable to our 2016 U.S. corporate income tax return and the current federal corporate income tax rate of 21%. Any changes to the estimate will be recorded in the period the carry back claims are filed.

Although we continue to evaluate our plans for the reinvestment or repatriation of unremitted foreign earnings, we expect to indefinitely reinvest the earnings of our foreign subsidiaries to fund our international operations, with the exception of certain subsidiaries for which applicable taxes have been recorded as of December 31, 2020. Accordingly, we have not recorded any provision for additional U.S. or foreign withholding taxes related to the outside basis differences of our foreign subsidiaries in which we expect to indefinitely reinvest their earnings.

The U.S. and non-U.S. components of our income or loss before income taxes for the years ended December 31, 2020, 2019, and 2018 were as follows (in thousands):

						2020						2019						2018
U.S. income (loss)						$	22,475					$	(239,547)					$	(49,353)
Non-U.S. income						270,715						119,418						162,500
Income (loss) before taxes and equity in earnings						$	293,190					$	(120,129)					$	113,147

The components of our income tax expense or benefit for the years ended December 31, 2020, 2019, and 2018 were as follows (in thousands):

						2020						2019						2018
Current (benefit) expense:
Federal						$	(149,162)					$	9,961					$	(44,267)
State						4,027						3,890						(13,568)
Foreign						26,303						41,080						8,788
Total current (benefit) expense						(118,832)						54,931						(49,047)
Deferred expense (benefit):
Federal						12,681						(55,647)						31,530
State						7,591						(6,737)						2,387
Foreign						(8,734)						1,973						18,571
Total deferred expense (benefit)						11,538						(60,411)						52,488
Total income tax (benefit) expense						$	(107,294)					$	(5,480)					$	3,441

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 meeting 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, beginning in 2020, and reduced tax rates through the end of 2025.

Our income tax results differed from the amount computed by applying the relevant U.S. statutory federal corporate income tax rate to our income or loss before income taxes for the following reasons for the years ended December 31, 2020, 2019, and 2018 (in thousands):

						2020												2019												2018
						Tax						Percent						Tax						Percent						Tax						Percent
Statutory income tax expense (benefit)						$	61,570					21.0		%				$	(25,227)					21.0		%				$	23,761					21.0		%
Effect of CARES Act						(89,699)						(30.6)		%				—						—		%				—						—		%
Change in tax contingency						(59,010)						(20.1)		%				7,096						(5.9)		%				(6,273)						(5.5)		%
Changes in valuation allowance						(31,671)						(10.8)		%				(5,735)						4.8		%				19,064						16.8		%
Effect of tax holiday						(11,500)						(3.9)		%				(26,834)						22.4		%				(26,277)						(23.2)		%
Tax credits						(8,091)						(2.8)		%				(1,996)						1.7		%				(8,431)						(7.5)		%
Share-based compensation						(720)						(0.2)		%				(1,594)						1.3		%				(2,105)						(1.9)		%
Return to provision adjustments						2,414						0.8		%				14,362						(12.0)		%				(25,307)						(22.3)		%
Foreign dividend income						3,004						1.0		%				6,718						(5.6)		%				16,570						14.6		%
Non-deductible expenses						3,834						1.3		%				11,119						(9.3)		%				4,636						4.1		%
Foreign tax rate differential						6,135						2.1		%				17,195						(14.3)		%				14,117						12.5		%
State tax, net of federal benefit						11,059						3.8		%				(4,090)						3.4		%				(7,580)						(6.7)		%
Other						5,381						1.8		%				3,506						(2.9)		%				1,266						1.1		%
Reported income tax (benefit) expense						$	(107,294)					(36.6)		%				$	(5,480)					4.6		%				$	3,441					3.0		%

During the years ended December 31, 2020, 2019, and 2018, we made net tax payments of $22.2 million, $34.7 million, and $58.8 million, respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities calculated under U.S. GAAP and the amounts calculated for preparing our income tax returns. The items that gave rise to our deferred taxes as of December 31, 2020 and 2019 were as follows (in thousands):

						2020						2019
Deferred tax assets:
Tax credits						$	134,328					$	13,127
Net operating losses						110,753						165,669
Accrued expenses						39,458						134,791
Compensation						15,806						22,401
Long-term contracts						10,813						11,215
Inventory						4,587						4,020
Equity in earnings						3,666						2,906
Goodwill						3,065						5,557
Deferred expenses						1,844						2,177
Other						30,091						20,143
Deferred tax assets, gross						354,411						382,006
Valuation allowance						(127,711)						(151,705)
Deferred tax assets, net of valuation allowance						226,700						230,301
Deferred tax liabilities:
Property, plant and equipment						(103,324)						(77,794)
Investment in foreign subsidiaries						(21,917)						(5,554)
Restricted marketable securities and derivatives						(6,326)						(4,330)
Acquisition accounting / basis difference						(5,079)						(5,356)
Capitalized interest						(3,097)						(2,199)
Other						(6,529)						(10,790)
Deferred tax liabilities						(146,272)						(106,023)
Net deferred tax assets and liabilities						$	80,428					$	124,278

We use the deferral method of accounting for investment tax credits under which the credits are recognized as reductions in the carrying value of the related assets. The use of the deferral method also results in a basis difference from the recognition of a deferred tax asset and an immediate income tax benefit for the future tax depreciation of the related assets. Such basis differences are accounted for pursuant to the income statement method.

Changes in the valuation allowance against our deferred tax assets were as follows during the years ended December 31, 2020, 2019, and 2018 (in thousands):

						2020						2019						2018
Valuation allowance, beginning of year						$	151,705					$	159,546					$	143,818
Additions						23,884						9,161						29,359
Reversals						(47,878)						(17,002)						(13,631)
Valuation allowance, end of year						$	127,711					$	151,705					$	159,546

We maintained a valuation allowance of $127.7 million and $151.7 million as of December 31, 2020 and 2019, respectively, against certain of our deferred tax assets, as it is more likely than not that such amounts will not be fully realized. During the year ended December 31, 2020, the valuation allowance decreased by $24.0 million primarily due to the release of the valuation allowance associated with our Vietnamese subsidiary due to its current year operating income, partially offset by an increase in valuation allowances due to current year operating losses in certain other jurisdictions.

As of December 31, 2020, we had federal and aggregate state net operating loss carryforwards of $10.8 million and $722.8 million, respectively. As of December 31, 2019, we had federal and aggregate state net operating loss carryforwards of $218.3 million and $205.6 million, respectively. If not used, the federal net operating loss carryforwards incurred prior to 2018 will begin to expire in 2030, and the state net operating loss carryforwards will begin to expire in 2029. Federal net operating losses arising in tax years beginning in 2018 may be carried forward indefinitely, and the associated deduction is limited to 80% of taxable income. The utilization of our net operating loss carryforwards is also subject to an annual limitation under Section 382 of the Internal Revenue Code due to changes in ownership. Based on our analysis, we do not believe such limitation will impact our realization of the net operating loss carryforwards as we anticipate utilizing them prior to expiration.

As of December 31, 2020, we had U.S. foreign tax credit carryforwards of $28.8 million, federal and state research and development credit carryforwards of $71.7 million, and investment tax credits of $58.4 million available to reduce future federal and state income tax liabilities. If not used, these credits will begin to expire in 2028, 2027, and 2035, respectively.

A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions for the years ended December 31, 2020, 2019, and 2018 is as follows (in thousands):

						2020						2019						2018
Unrecognized tax benefits, beginning of year						$	72,169					$	72,193					$	84,173
Increases related to prior year tax positions						169						800						—
Decreases related to prior year tax positions						(256)						—						(2,979)
Decreases from lapse in statute of limitations						(67,396)						(1,539)						(10,704)
Increases related to current tax positions						684						715						1,703
Unrecognized tax benefits, end of year						$	5,370					$	72,169					$	72,193

If recognized, $5.4 million of unrecognized tax benefits, excluding interest and penalties, would reduce our annual effective tax rate. Due to the uncertain and complex application of tax laws and regulations, it is possible that the ultimate resolution of uncertain tax positions may result in liabilities that could be materially different from these estimates. In such an event, we will record additional tax expense or benefit in the period in which such resolution occurs. Our policy is to recognize any interest and penalties that we may incur related to our tax positions as a component of income tax expense or benefit. During the years ended December 31, 2020, 2019, and 2018, we recognized interest and penalties of $5.3 million, $7.9 million, and $5.3 million, respectively, related to unrecognized tax benefits. 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 Chile, 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.

The following table summarizes the tax years that are either currently under audit or remain open and subject to examination by the tax authorities in the most significant jurisdictions in which we operate:

						Tax Years
Vietnam						2011 - 2019
Japan						2015 - 2019
Malaysia						2015 - 2019
United States						2017 - 2019

In certain of the jurisdictions noted above, we operate through more than one legal entity, each of which has different open years subject to examination. The table above presents the open years subject to examination for the most material of the legal entities in each jurisdiction. Additionally, tax years are not closed until the statute of limitations in each jurisdiction expires. In the jurisdictions noted above, the statute of limitations can extend beyond the open years subject to examination.

18. Net Income (Loss) per Share

The calculation of basic and diluted net income (loss) per share for the years ended December 31, 2020, 2019, and 2018 was as follows (in thousands, except per share amounts):

						2020						2019						2018
Basic net income (loss) per share
Numerator:
Net income (loss)						$	398,355					$	(114,933)					$	144,326
Denominator:
Weighted-average common shares outstanding						105,867						105,310						104,745
Diluted net income (loss) per share
Denominator:
Weighted-average common shares outstanding						105,867						105,310						104,745
Effect of restricted and performance stock units and stock purchase plan shares						819						—						1,368
Weighted-average shares used in computing diluted net income (loss) per share						106,686						105,310						106,113
Net income (loss) per share:
Basic						$	3.76					$	(1.09)					$	1.38
Diluted						$	3.73					$	(1.09)					$	1.36

The following table summarizes the potential shares of common stock that were excluded from the computation of diluted net income (loss) per share for the years ended December 31, 2020, 2019, and 2018 as such shares would have had an anti-dilutive effect (in thousands):

						2020						2019						2018
Anti-dilutive shares						—						868						299

19. Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss, net of tax, for the year ended December 31, 2020 (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, 2019						$	(73,429)					$	(5,029)					$	(876)					$	(79,334)
Other comprehensive income (loss) before reclassifications						120						38,236						(2,409)						35,947
Amounts reclassified from accumulated other comprehensive loss						(2,930)						(15,346)						1,199						(17,077)
Net tax effect						—						(1,231)						(31)						(1,262)
Net other comprehensive income (loss)						(2,810)						21,659						(1,241)						17,608
Balance as of December 31, 2020						$	(76,239)					$	16,630					$	(2,117)					$	(61,726)

The following table presents the pretax amounts reclassified from accumulated other comprehensive loss into our consolidated statements of operations for the years ended December 31, 2020, 2019, and 2018 (in thousands):

Comprehensive Income Components						Income Statement Line Item						2020						2019						2018
Foreign currency translation adjustment:
Foreign currency translation adjustment						Cost of sales						$	370					$	1,190					$	—
Foreign currency translation adjustment						Other (expense) income, net						2,560						—						—
Total foreign currency translation adjustment												2,930						1,190						—
Unrealized gain on marketable securities and restricted marketable securities						Other (expense) income, net						15,346						40,621						55,405
Unrealized (loss) gain on derivative contracts:
Foreign exchange forward contracts						Net sales						—						124						(1,698)
Foreign exchange forward contracts						Cost of sales						(1,199)						1,081						(212)
Foreign exchange forward contracts						Foreign currency (loss) income, net						—						—						(5,448)
Foreign exchange forward contracts						Other (expense) income, net						—						—						546
Total unrealized (loss) gain on derivative contracts												(1,199)						1,205						(6,812)
Total gain reclassified												$	17,077					$	43,016					$	48,593

20. Segment and Geographical Information

We operate our business in two segments. Our modules segment involves the design, manufacture, and sale of 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.

In August 2020 we entered into an agreement with a subsidiary of Clairvest for the sale of our North American O&M operations. The completion of the transaction is contingent on a number of closing conditions, including the receipt of certain third-party consents and other customary closing conditions. Assuming satisfaction of such closing conditions, we expect the sale to be completed in the first half of 2021. In January 2021, we entered into an agreement with OMERS for the sale of our U.S. project development business. The completion of the transaction is contingent on a number of closing conditions, including the receipt of regulatory approval from FERC, the expiration of the mandatory waiting period under U.S. antitrust laws, a review of the transaction by CFIUS, and other customary closing conditions. Assuming satisfaction of such closing conditions, we expect the sale to be completed in the first half of 2021.

Our segments are managed by our Chief Executive Officer, who is also considered our chief operating decision maker (“CODM”). Our CODM views sales of solar modules or systems as the primary drivers of our resource allocation, profitability, and cash flows. Our modules segment contributes to our operating results by providing the fundamental technologies and solar modules that drive our business and sales opportunities, and our systems segment contributes to our operating results by using such modules as part of a range of PV solar energy solutions, depending on the customer and market opportunity. Our CODM generally makes decisions about allocating resources to our segments and assessing their performance based on gross profit. However, information about segment assets is not reported to the CODM for purposes of making such decisions. Accordingly, we exclude such asset information from our reportable segment financial disclosures.

The following tables present certain financial information for our reportable segments for the years ended December 31, 2020, 2019, and 2018 (in thousands):

						Year Ended December 31, 2020
						Modules						Systems						Total
Net sales						$	1,736,060					$	975,272					$	2,711,332
Gross profit						429,131						251,542						680,673
Depreciation and amortization expense						181,402						20,813						202,215
Goodwill						14,462						—						14,462

						Year Ended December 31, 2019
						Modules						Systems						Total
Net sales						$	1,460,116					$	1,603,001					$	3,063,117
Gross profit						290,079						259,133						549,212
Depreciation and amortization expense						161,993						21,708						183,701
Goodwill						14,462						—						14,462

						Year Ended December 31, 2018
						Modules						Systems						Total
Net sales						$	502,001					$	1,742,043					$	2,244,044
Gross (loss) profit						(50,467)						442,644						392,177
Depreciation and amortization expense						85,797						18,647						104,444

The following table presents net sales for the years ended December 31, 2020, 2019, and 2018 by geographic region, based on the customer country of invoicing (in thousands):

						2020						2019						2018
United States						$	1,843,433					$	2,659,940					$	1,478,034
Japan						469,657						34,234						234,814
France						127,097						88,816						28,796
Canada						118,865						5,944						5,391
India						33,848						7,451						232,130
Australia						20,788						138,327						153,163
All other foreign countries						97,644						128,405						111,716
Net sales						$	2,711,332					$	3,063,117					$	2,244,044

The following table presents long-lived assets, which include property, plant and equipment, PV solar power systems, project assets (current and noncurrent), and operating lease assets as of December 31, 2020 and 2019 by geographic region, based on the physical location of the assets (in thousands):

						2020						2019
United States						$	1,043,954					$	1,077,593
Malaysia						878,064						637,322
Vietnam						670,440						699,841
Japan						382,823						416,375
Chile						224,666						234,470
All other foreign countries						45,775						75,356
Long-lived assets						$	3,245,722					$	3,140,957

21. Concentrations of Risks

Customer Concentration Risk. The following customers each comprised 10% or more of our total net sales for the years ended December 31, 2020, 2019, and 2018:

						2020						2019						2018
						% of Net Sales						% of Net Sales						% of Net Sales
Customer #1						11		%				*						*
Customer #2						10		%				*						*
Customer #3						*						16		%				*
Customer #4						*						*						16		%
Customer #5						*						*						13		%

——————————

*Net sales for these customers were less than 10% of our total net sales for the period.

Geographic Risk. During the year ended December 31, 2020, our third-party solar module net sales were predominantly in the United States and France and our solar power system net sales were predominantly in the United States and Japan. The concentration of our net sales in a limited number of geographic regions exposes us to local economic, public policy, and regulatory risks in such regions.

Production Risk. Our products include components that are available from a limited number of suppliers or sources. Shortages of essential components could occur due to increases in demand or interruptions of supply, thereby adversely affecting our ability to meet customer demand for our products. Our solar modules are currently produced at our facilities in Perrysburg, Ohio; Lake Township, Ohio; Kulim, Malaysia; and Ho Chi Minh City, Vietnam. Damage to or disruption of these facilities could interrupt our business and adversely affect our ability to generate net sales.

INDEX TO EXHIBITS

The following exhibits are filed with or incorporated by reference into this Annual Report on Form 10-K:

												Incorporated by Reference
Exhibit Number						Exhibit Description						Form						File No.						Date of First Filing						Exhibit Number
3.1						Amended and Restated Certificate of Incorporation of First Solar, Inc.						S-1/A						333-135574						10/25/06						3.1
3.2						Amended and Restated Bylaws of First Solar, Inc.						10-Q						001-33156						5/5/17						3.1
4.1						Description of the Registrant’s Securities						10-K						001-33156						2/21/20						4.1
+10.1						Form of Change in Control Severance Agreement						S-1/A						333-135574						10/25/06						10.15
10.2						Form of Director and Officer Indemnification Agreement						10-K						001-33156						2/27/13						10.20
10.3						Credit Agreement, dated as of September 4, 2009, among First Solar, Inc., First Solar Manufacturing GmbH, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America and The Royal Bank of Scotland plc, as Documentation Agents, and Credit Suisse, Cayman Islands Branch, as Syndication Agent						8-K						001-33156						9/10/09						10.1
10.4						Charge of Company Shares, dated as of September 4, 2009, between First Solar, Inc., as Chargor, and JPMorgan Chase Bank, N.A., as Security Agent, relating to 66% of the shares of First Solar FE Holdings Pte. Ltd. (Singapore)						8-K						001-33156						9/10/09						10.2
10.5						German Share Pledge Agreements, dated as of September 4, 2009, between First Solar, Inc., First Solar Holdings GmbH, First Solar Manufacturing GmbH, First Solar GmbH, and JPMorgan Chase Bank, N.A., as Administrative Agent						8-K						001-33156						9/10/09						10.3
10.6						Guarantee and Collateral Agreement, dated as of September 4, 2009, by First Solar, Inc. in favor of JPMorgan Chase Bank, N.A., as Administrative Agent						8-K						001-33156						9/10/09						10.4
10.7						Guarantee, dated as of September 8, 2009, between First Solar Holdings GmbH, First Solar GmbH, First Solar Manufacturing GmbH, as German Guarantors, and JPMorgan Chase Bank, N.A., as Administrative Agent						8-K						001-33156						9/10/09						10.5
10.8						Assignment Agreement, dated as of September 4, 2009, between First Solar Holdings GmbH and JPMorgan Chase Bank, N.A., as Administrative Agent						8-K						001-33156						9/10/09						10.6
10.9						Assignment Agreement, dated as of September 4, 2009, between First Solar GmbH and JPMorgan Chase Bank, N.A., as Administrative Agent						8-K						001-33156						9/10/09						10.7
10.10						Assignment Agreement, dated as of September 8, 2009, between First Solar Manufacturing GmbH and JPMorgan Chase Bank, N.A., as Administrative Agent						8-K						001-33156						9/10/09						10.8
10.11						Security Trust Agreement, dated as of September 4, 2009, between First Solar, Inc., First Solar Holdings GmbH, First Solar GmbH, First Solar Manufacturing GmbH, as Security Grantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other Secured Parties party thereto						8-K						001-33156						9/10/09						10.9
10.12						Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, Bank of America N.A. and The Royal Bank of Scotland PLC, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent and JPMorgan Chase Bank, N.A., as administrative agent						8-K						001-33156						10/20/10						10.1
+10.13						Employment Agreement, dated March 15, 2011, and Change in Control Severance Agreement, dated April 4, 2011 between First Solar, Inc. and Mark Widmar						10-Q						001-33156						5/5/11						10.3

												Incorporated by Reference
Exhibit Number						Exhibit Description						Form						File No.						Date of First Filing						Exhibit Number
10.14						First Amendment, dated as of May 6, 2011, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent						8-K						001-33156						5/12/11						10.1
10.15						Second Amendment and Waiver, dated as of June 30, 2011, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent						8-K						001-33156						7/14/11						10.1
+10.16						Employment Agreement, effective July 1, 2012, and Change in Control Severance Agreement, effective July 1, 2012 between First Solar, Inc. and Georges Antoun						10-Q						001-33156						8/3/12						10.1
10.17						Third Amendment, dated as of October 23, 2012 to the Amended and Restated Credit Agreement dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent						8-K						001-33156						10/26/12						10.1
+10.18						Non-Competition and Non-Solicitation Agreement, effective as of March 15, 2011, between First Solar, Inc. and Mark Widmar						10-Q						001-33156						5/7/13						10.2
+10.19						Change in Control Severance Agreement, effective as of July 1, 2012, between First Solar, Inc. and Georges Antoun						10-Q						001-33156						5/7/13						10.3
10.20						Fourth Amendment dated as of July 15, 2013, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent						8-K						001-33156						7/19/13						10.1
10.21						Amended and Restated Guarantee and Collateral Agreement, dated as of July 15, 2013, by First Solar, Inc., First Solar Electric, LLC, First Solar Electric (California), Inc. and First Solar Development, LLC in favor of JPMorgan Chase Bank, N.A., as administrative agent						8-K						001-33156						7/19/13						10.2
+10.22						Amendment to Change in Control Severance Agreement						10-Q						001-33156						8/7/13						10.1
10.23						Restricted Cash Assignment of Deposits						10-Q						001-33156						8/6/14						10.2
+10.24						First Solar, Inc. 2015 Omnibus Incentive Compensation Plan						DEF 14A						001-33156						4/8/15						App. A
10.25						Fifth Amendment, dated as of June 3, 2015, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent						8-K						001-33156						6/5/15						10.1
+10.26						Employment Agreement, effective as of July 25, 2011, and Change in Control Severance Agreement, effective as of October 25, 2011 and amended as of August 1, 2013, between First Solar, Inc. and Philip Tymen deJong						10-K						001-33156						2/24/16						10.23
+10.27						Amendment to Employment Agreement, effective as of July 1, 2016, between First Solar, Inc. and Mark Widmar, and Amendment to Non-Competition and Non-Solicitation Agreement, effective as of July 1, 2016, between First Solar, Inc. and Mark Widmar, and Second Amendment to Change-in-Control Severance Agreement, effective as of July 1, 2016, between First Solar, Inc. and Mark Widmar						10-Q						001-33156						4/28/16						10.1

												Incorporated by Reference
Exhibit Number						Exhibit Description						Form						File No.						Date of First Filing						Exhibit Number
+10.28						Employment Agreement, effective as of October 24, 2016, and Change-in-Control Severance Agreement, effective as of October 24, 2016, between First Solar, Inc. and Alexander Bradley						10-Q						001-33156						11/3/16						10.1
10.29						Sixth Amendment, dated as of January 20, 2017, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent						8-K						001-33156						1/27/17						10.1
10.30						Second Amended and Restated Credit Agreement, dated as of July 10, 2017, among First Solar, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent						8-K						001-33156						7/14/17						10.1
+10.31						Form of Grant Notice for Executive Performance Equity Plan						10-Q						001-33156						7/27/18						10.1
+10.32						Form of Grant Notice for CEO Leadership Equity Plan						10-Q						001-33156						7/27/18						10.2
+10.33						Form of Performance Unit Award Agreement - Form Perf Unit-008						10-Q						001-33156						7/27/18						10.3
+10.34						Form of Performance Unit Award Agreement - Form Perf Unit-009						10-K						001-33156						2/22/19						10.45
+10.35						Form of Grant Notice for 2019-2021 Executive Performance Equity Plan						10-Q						001-33156						10/24/19						10.1
+10.36						Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of October 7, 2019 between First Solar, Inc. and Caroline Stockdale						10-K						001-33156						2/21/20						10.34
+10.37						Form of Performance Unit Award Agreement - Form Perf Unit-010						10-K						001-33156						2/21/20						10.46
+10.38						First Solar, Inc. 2020 Omnibus Incentive Compensation Plan						DEF 14A						001-33156						4/1/20						App. A
+10.39						Form of Grant Notice for 2020-2022 Executive Performance Equity Plan						10-Q						001-33156						5/8/20						10.1
+10.40						Employment Agreement, First Amendment to Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of August 10, 2020 between First Solar, Inc. and Patrick Buehler						10-Q						001-33156						10/28/20						10.1
+10.41						Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of August 10, 2020 between First Solar, Inc. and Jason Dymbort						10-Q						001-33156						10/28/20						10.2
+10.42						Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of August 10, 2020 between First Solar, Inc. and Markus Gloeckler						10-Q						001-33156						10/28/20						10.3
+10.43						Employment Agreement, First Amendment to Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of August 10, 2020 between First Solar, Inc. and Michael Koralewski						10-Q						001-33156						10/28/20						10.4
+10.44						First Amendment to Employment Agreement, effective as of October 8, 2020 between First Solar, Inc. and Caroline Stockdale						10-Q						001-33156						10/28/20						10.5

												Incorporated by Reference
Exhibit Number						Exhibit Description						Form						File No.						Date of First Filing						Exhibit Number
+10.45						Employment Agreement, First Amendment to Employment Agreement, Change In Control Severance Agreement, Confidentiality and Intellectual Property Agreement, and Non-Competition and Non-Solicitation Agreement, effective as of August 10, 2020 between First Solar, Inc. and Kuntal Kumar Verma						10-Q						001-33156						10/28/20						10.6
*+10.46						First Amendment to Employment Agreement, effective as of January 8, 2021 between First Solar, Inc. and Markus Gloeckler						—						—						—						—
*+10.47						Form of Performance Unit Award Agreement - Form Perf Unit-011						—						—						—						—
*+10.48						Form of Performance Unit Award Agreement - Form Perf Unit-012						—						—						—						—
*+10.49						Form of RSU Award Agreement						—						—						—						—
*+10.50						Form of Option Award Agreement						—						—						—						—
*+10.51						Form of Share Award Agreement						—						—						—						—
*+10.52						Form of Cash Incentive Award Agreement						—						—						—						—
*21.1						List of Subsidiaries of First Solar, Inc.						—						—						—						—
*23.1						Consent of Independent Registered Public Accounting Firm						—						—						—						—
*31.01						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended						—						—						—						—
*31.02						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended						—						—						—						—
†32.01						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002						—						—						—						—
*101.INS						XBRL Instance Document – 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 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 Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

+ Management contract, compensatory plan, or arrangement.