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 (PCAOB ID No. 238)

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, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 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, 2024, 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 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 matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Modules Segment

As described in Note 21 to the consolidated financial statements, the Company's modules segment net sales were $4.2 billion for the year ended December 31, 2024. As described in Note 15 to the consolidated financial statements, the Company recognizes revenue for module sales at a point in time following the transfer of control of the modules to the customer, which typically occurs upon delivery of the modules to the location specified in the terms of the underlying contract.

The principal consideration for our determination that performing procedures relating to revenue recognition for the modules segment is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

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 the revenue recognition process, including controls over the recording of revenue for the modules segment at the transaction price once control transfers to the customer. These procedures also included, among others (i) testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, and proof of transfer of control; (ii) confirming a sample of outstanding customer invoices balances as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices, proof of transfer of control, and subsequent cash receipts; and (iii) testing the timing of revenue recognition for a sample of revenue transactions that occurred near December 31, 2024 (before and after) by obtaining and inspecting source documents, such as contracts, invoices, and proof of transfer of control.

/s/ PricewaterhouseCoopers LLP

Phoenix, Arizona

February 25, 2025

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,
						2024						2023
ASSETS
Current assets:
Cash and cash equivalents						$	1,621,376					$	1,946,994
Marketable securities						171,583						155,495
Accounts receivable trade, net						1,261,049						660,776
Government grants receivable, net						403,759						659,745
Inventories						1,084,384						819,899
Other current assets						546,882						391,900
Total current assets						5,089,033						4,634,809
Property, plant and equipment, net						5,413,683						4,397,285
Deferred tax assets, net						208,808						142,819
Restricted marketable securities						199,136						198,310
Government grants receivable						157,570						152,208
Goodwill						28,335						29,687
Intangible assets, net						54,654						64,511
Inventories						275,372						266,899
Other assets						697,770						478,604
Total assets						$	12,124,361					$	10,365,132
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable						$	482,190					$	207,178
Income taxes payable						77,363						22,134
Accrued expenses						508,581						524,829
Current portion of debt						236,424						96,238
Deferred revenue						712,000						413,579
Other current liabilities						60,884						42,200
Total current liabilities						2,077,442						1,306,158
Accrued solar module collection and recycling liability						134,394						135,123
Long-term debt						373,354						464,068
Deferred revenue						1,327,825						1,591,604
Other liabilities						233,769						180,710
Total liabilities						4,146,784						3,677,663
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value per share; 500,000,000 shares authorized; 107,060,281 and 106,847,475 shares issued and outstanding at December 31, 2024 and 2023, respectively						107						107
Additional paid-in capital						2,898,418						2,890,427
Accumulated earnings						5,263,110						3,971,066
Accumulated other comprehensive loss						(184,058)						(174,131)
Total stockholders’ equity						7,977,577						6,687,469
Total liabilities and stockholders’ equity						$	12,124,361					$	10,365,132

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,
						2024						2023						2022
Net sales						$	4,206,289					$	3,318,602					$	2,619,319
Cost of sales						2,348,425						2,017,923						2,549,461
Gross profit						1,857,864						1,300,679						69,858
Operating expenses:
Selling, general and administrative						188,262						197,622						164,724
Research and development						191,375						152,307						112,804
Production start-up						84,492						64,777						73,077
Litigation loss						430						35,590						—
Total operating expenses						464,559						450,296						350,605
Gain on sales of businesses, net						1,115						6,883						253,511
Operating income (loss)						1,394,420						857,266						(27,236)
Foreign currency loss, net						(24,976)						(21,533)						(16,414)
Interest income						89,090						97,667						33,284
Interest expense, net						(38,870)						(12,965)						(12,225)
Other (expense) income, net						(13,326)						(29,145)						31,189
Income before taxes						1,406,338						891,290						8,598
Income tax expense						(114,294)						(60,513)						(52,764)
Net income (loss)						$	1,292,044					$	830,777					$	(44,166)
Net income (loss) per share:
Basic						$	12.07					$	7.78					$	(0.41)
Diluted						$	12.02					$	7.74					$	(0.41)
Weighted-average number of shares used in per share calculations:
Basic						107,015						106,795						106,551
Diluted						107,525						107,372						106,551

See accompanying notes to these consolidated financial statements.

FIRST SOLAR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

						Years Ended December 31,
						2024						2023						2022
Net income (loss)						$	1,292,044					$	830,777					$	(44,166)
Other comprehensive (loss) income:
Foreign currency translation adjustments						(8,930)						3,107						(32,021)
Unrealized (loss) gain on marketable securities and restricted marketable securities, net of tax of $113, $(578), and $2,639						(1,873)						10,170						(56,744)
Unrealized gain (loss) on derivative instruments, net of tax of $(251), $(1,340), and $1,678						876						4,409						(6,690)
Other comprehensive (loss) income						(9,927)						17,686						(95,455)
Comprehensive income (loss)						$	1,282,117					$	848,463					$	(139,621)

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						Total Stockholders’ Equity
						Shares						Amount
Balance at December 31, 2021						106,332						$	106					$	2,871,352					$	3,184,455					$	(96,362)					$	5,959,551
Net loss						—						—						—						(44,166)						—						(44,166)
Other comprehensive loss						—						—						—						—						(95,455)						(95,455)
Common stock issued for share-based compensation						444						1						—						—						—						1
Tax withholding related to vesting of restricted stock						(167)						—						(12,092)						—						—						(12,092)
Share-based compensation expense						—						—						28,216						—						—						28,216
Balance at December 31, 2022						106,609						107						2,887,476						3,140,289						(191,817)						5,836,055
Net income						—						—						—						830,777						—						830,777
Other comprehensive income						—						—						—						—						17,686						17,686
Common stock issued for share-based compensation						392						—						—						—						—						—
Tax withholding related to vesting of restricted stock						(154)						—						(31,130)						—						—						(31,130)
Share-based compensation expense						—						—						34,081						—						—						34,081
Balance at December 31, 2023						106,847						107						2,890,427						3,971,066						(174,131)						6,687,469
Net income						—						—						—						1,292,044						—						1,292,044
Other comprehensive loss						—						—						—						—						(9,927)						(9,927)
Common stock issued for share-based compensation						341						—						—						—						—						—
Tax withholding related to vesting of restricted stock						(128)						—						(20,178)						—						—						(20,178)
Share-based compensation expense						—						—						28,169						—						—						28,169
Balance at December 31, 2024						107,060						$	107					$	2,898,418					$	5,263,110					$	(184,058)					$	7,977,577

See accompanying notes to these consolidated financial statements.

FIRST SOLAR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

						Years Ended December 31,
						2024						2023						2022
Cash flows from operating activities:
Net income (loss)						$	1,292,044					$	830,777					$	(44,166)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation, amortization and accretion						423,498						307,994						269,724
Impairments and net losses on disposal of long-lived assets						1,360						1,568						63,338
Share-based compensation						28,104						34,219						28,656
Deferred income taxes						(54,754)						(60,813)						(12,799)
Gain on sales of businesses, net						(1,115)						(6,883)						(253,511)
Liabilities assumed by customers for the sale of systems						—						—						(145,281)
Gain on debt forgiveness						—						—						(30,201)
Other, net						11,982						22,062						(1,029)
Changes in operating assets and liabilities:
Accounts receivable, trade						(505,336)						(304,183)						118,724
Inventories						(276,807)						(205,106)						16,693
Government grants receivable						270,300						(659,745)						—
Other assets						(311,363)						(215,707)						(86,938)
Income tax receivable and payable						47,421						8,656						43,592
Accounts payable and accrued expenses						268,731						79,328						5,569
Deferred revenue						698						783,207						912,946
Other liabilities						23,236						(13,114)						(11,948)
Net cash provided by operating activities						1,217,999						602,260						873,369
Cash flows from investing activities:
Purchases of property, plant and equipment						(1,526,076)						(1,386,775)						(903,605)
Purchases of marketable securities and restricted marketable securities						(2,516,097)						(3,612,801)						(3,375,008)
Proceeds from sales and maturities of marketable securities						2,491,857						4,563,890						2,646,787
Proceeds from sales of businesses, net of cash and restricted cash sold						—						7,680						442,302
Acquisitions, net of cash acquired						—						(35,739)						—
Other investing activities						(12,991)						(9,046)						(3,050)
Net cash used in investing activities						(1,563,307)						(472,791)						(1,192,574)
Cash flows from financing activities:
Proceeds from borrowings under debt arrangements, net of issuance costs						258,461						367,983						397,380
Repayment of debt						(205,821)						—						(75,896)
Payments of tax withholdings for restricted shares						(20,178)						(31,130)						(12,092)
Contingent consideration payment and other financing activities						(7,613)						—						—
Net cash provided by financing activities						24,849						336,853						309,392
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents						(6,387)						5,285						47,438
Net (decrease) increase in cash, cash equivalents, restricted cash, and restricted cash equivalents						(326,846)						471,607						37,625
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of the period						1,965,069						1,493,462						1,455,837
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of the period						$	1,638,223					$	1,965,069					$	1,493,462
Supplemental disclosure of noncash investing and financing activities:
Property, plant and equipment acquisitions funded by liabilities						$	185,618					$	249,455					$	315,961
Proceeds to be received from asset-based government grants						$	171,920					$	152,208					$	—
Acquisitions funded by contingent consideration						$	6,500					$	18,500					$	—

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 America’s leading PV solar technology and manufacturing company. The only U.S.-headquartered company among the world’s largest solar manufacturers, First Solar is focused on competitively and reliably enabling power generation needs with our advanced, thin film PV technology. Developed at R&D labs in California and Ohio, the Company’s technology represents the next generation of solar power generation, providing a competitive, high-performance, and responsibly produced alternative to conventional crystalline silicon PV solar modules. Our PV solar modules are produced using a fully integrated, continuous process that does not rely on Chinese crystalline silicon supply chains. 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 accrued solar module collection and recycling liabilities, product warranties, and government grants. 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 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.

• 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 and U.S. Treasury securities, which are presented as marketable securities.

Restricted Cash and Restricted Cash Equivalents. Restricted cash and restricted cash equivalents consist of deposits held by various banks to secure certain of our letters of credit, as well as deposits held in custodial accounts to fund the estimated future costs of our solar module collection and recycling obligations. Restricted cash is classified as current or noncurrent based on the nature of the restriction.

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, 2024 and 2023, all of our marketable securities and restricted marketable securities were classified as available-for-sale. 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. Accordingly, we view unrestricted securities with maturities beyond 12 months as available to support our current operations and classify such securities as current assets under “Marketable securities” in our 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 our 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 sales generally include payment terms between 30 and 150 days following the transfer of control of the products to the customer. In addition, certain module sales agreements require a down payment for a portion of the transaction price upon, or shortly after, entering into the agreement or related purchase order. 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 to a customer and when the customer pays for that product will be one year or less.

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 monitor the estimated credit losses associated with our trade accounts receivable based primarily on our collection history, which we review annually, and the delinquency status of amounts owed to us, which we determine based on the aging of such receivables. We estimate credit losses associated with our marketable securities and restricted marketable securities based on the external credit ratings 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, 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.

Government Grants. We account for government assistance that is not subject to the scope of ASC 740 using a grant accounting model, by analogy to International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance, and recognize such grants when we have reasonable assurance that we will comply with the grant’s conditions and that the grant will be received. Government grants whose primary condition is the purchase, construction, or acquisition of a long-lived asset are considered asset-based grants and are recognized as a reduction to such asset’s cost basis, which reduces future depreciation. Other government grants not related to long-lived assets are considered income-based grants and are recognized as a reduction to the related cost of activities that generated the benefit. We recognize grants expected to be received directly from a government entity at their stated value. When we expect to transfer grants to a third party, we recognize the grants at, or adjust their carrying value to, the amount expected to be received from the transaction. Proceeds received from asset-based

grants are presented as cash inflows from investing activities on the consolidated statements of cash flows, whereas proceeds received from income-based grants are presented as cash inflows from operating activities.

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.

As needed, we may purchase critical raw materials that are 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 product warranties, module selling prices, product obsolescence, strategic raw material requirements, and other factors.

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 may 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 asset’s estimated useful life 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

Asset Impairments. We assess long-lived assets classified as “held and used,” including our property, plant and equipment; 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 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 classification as held for sale would continue as long as the above criteria are still met.

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 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; otherwise, we perform a quantitative impairment test. We may also decide 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. 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. Our modules business represents our only reporting unit, and we primarily use an income approach to estimate its fair value. 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 acquired technologies, in-process research and development (“IPR&D”) from prior business acquisitions, and our internally-generated intangible assets, substantially all of which are 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. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and periodically assessed for impairment. When the IPR&D project is complete, it is reclassified as a finite-lived intangible asset. We amortize finite-lived intangible assets on a straight-line basis over their estimated useful lives, which generally range from 5 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, initial direct costs, and any incentives received.

We subsequently recognize the cost of operating leases on a straight-line basis over the lease term. Finance lease assets are amortized over the shorter of the estimated useful life of the underlying assets or the lease term, and interest expense on a finance lease liability is recognized using the effective interest method over the lease term. 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 recognize the cost of such short-term leases on a straight-line basis over the term of the underlying agreement.

Many of our leases 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, the lease term applied would not exceed 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 to the customer under the terms of a sales contract, we record deferred revenue, which represents a contract liability. Deferred revenue is classified as current or noncurrent based on the expected date that module shipments commence for each sales contract. 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 12.5 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 potential issues, our solar module warranty also covers the resulting power output loss from cell cracking.

When we recognize revenue for sales of modules, 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.

The classification of our warranty costs depends on the anticipated mode of settlement, which is either through product replacement or cash. We record warranty expense for anticipated claims we expect to resolve through the repair or replacement of modules as an increase to cost of sales, and those we expect to settle by cash payment as a reduction to revenue.

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 14. “Commitments and Contingencies” to our consolidated financial statements for further information.

Derivative Instruments. We recognize derivative instruments on our consolidated balance sheets at 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.

We record changes in the fair value of a derivative instrument 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. When 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 the modules to the customer, which typically occurs upon delivery of the modules to the location specified in the terms of the underlying contract. Our customer contracts generally contain provisions that require us to pay the customer liquidated damages if we fail to deliver modules by scheduled dates or if we fail to deliver modules that meet certain U.S. domestic content requirements. We recognize these liquidated damages as a reduction of revenue in the period we transfer control of the modules to the customer. Our customer contracts also generally contain provisions that entitle us to a termination payment if the customer defaults on its contractual obligations and we terminate the contract. We account for such terminations as contract modifications in the period in which the contract is terminated. We recognize revenue for bill-and-hold arrangements at the point in time the customer obtains control of the modules when all of the following criteria have been met: (i) the arrangement is substantive, (ii) the modules are segregated and identified separately as belonging to the customer, (iii) the modules are ready for physical transfer to the customer, and (iv) we do not have the ability to use the modules or direct them to another customer.

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

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 or five 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 the 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 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, 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 to be 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 to be sustained when the uncertain tax position is ultimately settled.

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 stock and performance units, unless there is a net loss for the period. We use the treasury stock method to compute diluted net income per share.

3. Business Acquisitions

In May 2023, we acquired 100% of the shares of Evolar, a developer of perovskite technology, for cash payments of $35.5 million, net of cash acquired of $0.5 million, and a promise to pay additional consideration of up to $42.5 million contingent on the achievement of certain technical milestones. The fair value of such contingent consideration was determined to be $18.5 million at the acquisition date. In connection with applying the acquisition method of accounting, $47.0 million of the purchase price consideration was assigned to an IPR&D intangible asset to be amortized over its useful life upon successful completion of the underlying project, $15.0 million was assigned to goodwill, $9.2 million was assigned to a deferred tax liability, and $2.0 million was assigned to property, plant and equipment.

The acquired IPR&D includes technical information, know-how, and other proprietary information associated with certain production capabilities for perovskite technology. The acquisition is expected to accelerate the development of high efficiency multi-junction devices by integrating Evolar’s know-how with First Solar’s existing R&D capabilities, intellectual property portfolio, and expertise in developing and commercially scaling thin film PV products. The goodwill is attributable to the acquired technical workforce of Evolar and the synergies the Company expects through integrating the acquired technology to accelerate the development of next-generation PV technology. The goodwill resulting from this transaction is not expected to be deductible for income tax purposes.

4. Sales of Businesses

Sale of Japan Project Development Business

In May 2022, we entered into various agreements with certain subsidiaries of PAG, a private investment firm, for the sale of our Japan project development business. The transaction included our approximately 293 MW utility-scale solar project development platform, which comprised the business of developing, contracting for the construction of, and selling utility-scale PV solar power systems.

In June 2022, we completed the sale of our Japan project development business for an aggregate purchase price of ¥66.4 billion ($490.8 million) and transferred cash and restricted cash of ¥8.4 billion ($61.9 million) to PAG. As a result of this transaction, we recognized a gain of $245.2 million, net of transaction costs, during the year ended December 31, 2022, which was included in “Gain on sales of businesses, net” in our consolidated statements of operations.

During the year ended December 31, 2023, we recognized certain post-closing adjustments and earnouts associated with the prior sale of our Japan project development business, which were included in “Gain on sales of businesses, net” in our consolidated statements of operations.

Sales of North American and International O&M Operations

In January 2022, we completed the sale of our Chilean O&M operations to a subsidiary of Clairvest and received total consideration of $1.9 million. As a result of this transaction, we recognized a gain of $1.6 million, net of transaction costs and post-closing adjustments, during the year ended December 31, 2022, which was included in “Gain on sales of businesses, net” in our consolidated statements of operations.

In September 2022, we completed the sale of our Australian O&M operations to a separate subsidiary of Clairvest for consideration of $6.0 million. As a result of this transaction, we recognized a gain of $4.4 million, net of transaction costs and post-closing adjustments, during the year ended December 31, 2022, which was included in “Gain on sales of businesses, net” in our consolidated statements of operations.

In September 2022, we also completed the sale of our Japanese O&M operations to a subsidiary of PAG for consideration of ¥692.7 million ($4.8 million). As a result of this transaction, we recognized a gain of $1.4 million, net of transaction costs and post-closing adjustments, during the year ended December 31, 2022, which was included in “Gain on sales of businesses, net” in our consolidated statements of operations.

During the years ended December 31, 2023 and 2024, we recognized certain post-closing adjustments associated with the prior sale of our O&M operations in a foreign jurisdiction, which was included in “Gain on sales of businesses, net” in our consolidated statements of operations.

5. Goodwill and Intangible Assets

Goodwill

Goodwill for the modules business consisted of the following at December 31, 2024 and 2023 (in thousands):

						December 31, 2023						Acquisitions (Impairments)						Foreign Currency Translation Adjustments						December 31, 2024
Gross amount						$	423,052					$	—					$	(1,352)					$	421,700
Accumulated impairment losses						(393,365)						—						—						(393,365)
Total						$	29,687					$	—					$	(1,352)					$	28,335

						December 31, 2022						Acquisitions (Impairments)						Foreign Currency Translation Adjustments						December 31, 2023
Gross amount (1)						$	407,827					$	14,952					$	273					$	423,052
Accumulated impairment losses						(393,365)						—						—						(393,365)
Total						$	14,462					$	14,952					$	273					$	29,687

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(1)See Note 3. “Business Acquisitions” to our consolidated financial statements for discussion of our business acquisitions.

We performed our annual impairment analysis in the fourth quarters of 2024 and 2023. 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 business in each respective period and concluded that it was not more likely than not that the fair value of the modules business was less than its carrying amount. Accordingly, a quantitative goodwill impairment test for the modules business was not required in any period presented.

Intangible assets, net

The following tables summarize our intangible assets at December 31, 2024 and 2023 (in thousands):

						December 31, 2024
						Gross Amount						Accumulated Amortization						Net Amount
Developed technology						$	97,645					$	(88,717)					$	8,928
In-process research and development						43,159						—						43,159
Patents						10,068						(7,501)						2,567
Total						$	150,872					$	(96,218)					$	54,654

						December 31, 2023
						Gross Amount						Accumulated Amortization						Net Amount
Developed technology						$	97,645					$	(78,659)					$	18,986
In-process research and development (1)						43,159						—						43,159
Patents						9,438						(7,072)						2,366
Total						$	150,242					$	(85,731)					$	64,511

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(1)See Note 3. “Business Acquisitions” to our consolidated financial statements for discussion of our business acquisitions.

Amortization of intangible assets was $10.5 million, $10.5 million, and $10.9 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Estimated future amortization expense for our definite-lived intangible assets was as follows at December 31, 2024 (in thousands):

						Amortization Expense
2025						$	4,079
2026						2,696
2027						2,596
2028						876
2029						493
Thereafter						755
Total amortization expense						$	11,495

6. Cash, Cash Equivalents, and Marketable Securities

Cash, cash equivalents, and marketable securities consisted of the following at December 31, 2024 and 2023 (in thousands):

						2024						2023
Cash and cash equivalents:
Cash						$	1,094,796					$	841,310
Money market funds						526,580						1,105,684
Total cash and cash equivalents						1,621,376						1,946,994
Marketable securities:
Time deposits						162,836						76,511
U.S. debt						8,747						44,089
Foreign debt						—						34,895
Total marketable securities						171,583						155,495
Total cash, cash equivalents, and marketable securities						$	1,792,959					$	2,102,489

The following table provides a reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents reported within our consolidated balance sheets as of December 31, 2024 and 2023 to the total of such amounts as presented in the consolidated statements of cash flows (in thousands):

						Balance Sheet Line Item						2024						2023
Cash and cash equivalents						Cash and cash equivalents						$	1,621,376					$	1,946,994
Restricted cash – current						Other current assets						8,262						8,262
Restricted cash – noncurrent						Other assets						3,613						3,621
Restricted cash equivalents – noncurrent						Other assets						4,972						6,192
Total cash, cash equivalents, restricted cash, and restricted cash equivalents												$	1,638,223					$	1,965,069

During the year ended December 31, 2024, we sold marketable securities for proceeds of $67.5 million and realized a gain of less than $0.1 million on such sales. During the year ended December 31, 2023, we sold marketable securities for proceeds of $34.9 million and realized a loss of less than $0.1 million on such sales. See Note 12. “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, 2024 and 2023 (in thousands):

						As of December 31, 2024
						Amortized Cost						Unrealized Gains						Unrealized Losses						Allowance for Credit Losses						Fair Value
Time deposits						$	162,836					$	—					$	—					$	—					$	162,836
U.S. debt						10,000						—						1,253						—						8,747
Total						$	172,836					$	—					$	1,253					$	—					$	171,583

						As of December 31, 2023
						Amortized Cost						Unrealized Gains						Unrealized Losses						Allowance for Credit Losses						Fair Value
Time deposits						$	76,533					$	—					$	—					$	22					$	76,511
U.S. debt						45,625						88						1,614						10						44,089
Foreign debt						35,000						—						91						14						34,895
Total						$	157,158					$	88					$	1,705					$	46					$	155,495

The contractual maturities of our marketable securities as of December 31, 2024 were as follows (in thousands):

						Fair Value
Within one year						$	162,836
After one year through five years						4,767
After five years through ten years						3,980
Total						$	171,583

7. Restricted Marketable Securities

Restricted marketable securities consisted of the following as of December 31, 2024 and 2023 (in thousands):

						2024						2023
U.S. debt						$	109,155					$	113,326
Foreign government obligations						49,024						51,229
Supranational debt						22,809						15,339
U.S. government obligations						18,148						18,416
Total restricted marketable securities						$	199,136					$	198,310

Our restricted marketable securities represent long-term investments to fund the estimated future cost of collecting and recycling modules covered under our solar module collection and recycling program. We have established a trust under which funds are put into custodial accounts with an established and reputable bank, for which First Solar, Inc.; First Solar Malaysia Sdn. Bhd.; and First Solar Manufacturing GmbH are grantors. As of December 31, 2024 and 2023, such custodial accounts also included noncurrent restricted cash and cash equivalents balances of $5.0 million and $6.2 million, respectively, which were reported within “Other assets.” Trust funds may be disbursed for qualified module collection and recycling costs (including capital and facility related recycling costs), payments to customers for assuming collection and recycling obligations, and reimbursements of any overfunded amounts. Investments in the trust must meet certain investment quality criteria comparable to highly rated government or agency bonds. As necessary, we fund any incremental amounts for our estimated collection and recycling obligations on an annual basis based on the estimated costs of collecting and recycling covered modules, estimated rates of return on our restricted marketable securities, and an estimated solar module life of 25 years, less amounts already funded in prior years. During the year ended December 31, 2024, we purchased $7.9 million of restricted marketable securities as part of our ongoing management of the custodial accounts.

See Note 12. “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, 2024 and 2023 (in thousands):

						As of December 31, 2024
						Amortized Cost						Unrealized Gains						Unrealized Losses						Allowance for Credit Losses						Fair Value
U.S. debt						$	144,652					$	—					$	35,497					$	—					$	109,155
Foreign government obligations						62,595						—						13,571						—						49,024
Supranational debt						25,351						—						2,542						—						22,809
U.S. government obligations						24,368						—						6,220						—						18,148
Total						$	256,966					$	—					$	57,830					$	—					$	199,136

						As of December 31, 2023
						Amortized Cost						Unrealized Gains						Unrealized Losses						Allowance for Credit Losses						Fair Value
U.S. debt						$	146,484					$	—					$	33,129					$	29					$	113,326
Foreign government obligations						65,202						—						13,963						10						51,229
U.S. government obligations						24,460						—						6,039						5						18,416
Supranational debt						17,688						—						2,349						—						15,339
Total						$	253,834					$	—					$	55,480					$	44					$	198,310

As of December 31, 2024, the contractual maturities of these securities were between 6 years and 15 years, and restricted marketable securities with unrealized losses had generally been in a loss position for a period of time greater than 12 months. The unrealized losses were primarily due to increases in interest rates relative to rates at the time of purchase, and based on the underlying credit quality of the investments, we expect to hold such securities until we recover our cost basis.

8. Consolidated Balance Sheet Details

Accounts receivable trade, net

Accounts receivable trade, net consisted of the following at December 31, 2024 and 2023 (in thousands):

						2024						2023
Accounts receivable trade, gross						$	1,262,353					$	662,390
Allowance for credit losses						(1,304)						(1,614)
Accounts receivable trade, net						$	1,261,049					$	660,776

During 2024, we entered into various revolving factoring arrangements to sell certain trade receivables to unrelated financial institutions. Transfers under these arrangements, which retain servicing but are without recourse, qualify as true sales under ASC 860, and we derecognize sold receivables when control transfers to the financial institution. Gross amounts factored under these programs for the year ended December 31, 2024 were $126.0 million. The proceeds from the sale of receivables are classified as operating activities in our consolidated statements of cash flows. Discounts on factored receivables were not significant and were recorded in “Selling, general and administrative” expense in the consolidated statements of operations.

Inventories

Inventories consisted of the following at December 31, 2024 and 2023 (in thousands):

						2024						2023
Raw materials						$	489,524					$	478,138
Work in process						115,696						78,463
Finished goods						754,536						530,197
Inventories						$	1,359,756					$	1,086,798
Inventories – current						$	1,084,384					$	819,899
Inventories – noncurrent						$	275,372					$	266,899

Other current assets

Other current assets consisted of the following at December 31, 2024 and 2023 (in thousands):

						2024						2023
Spare maintenance materials and parts						$	214,189					$	148,218
Indirect tax receivables						122,131						65,301
Prepaid expenses						75,250						62,480
Operating supplies						49,906						43,995
Insurance receivable for accrued litigation (1)						21,800						21,800
Derivative instruments (2)						13,452						1,778
Restricted cash						8,262						8,262
Prepaid income taxes						6,408						7,064
Other						35,484						33,002
Other current assets						$	546,882					$	391,900

——————————

(1)See Note 14. “Commitments and Contingencies” to our consolidated financial statements for discussion of our legal proceedings.

(2)See Note 10. “Derivative Financial Instruments” to our consolidated financial statements for discussion of our derivative instruments.

Property, plant and equipment, net

Property, plant and equipment, net consisted of the following at December 31, 2024 and 2023 (in thousands):

						2024						2023
Land						$	38,879					$	35,364
Buildings and improvements						1,584,981						1,037,421
Machinery and equipment						4,800,545						3,593,347
Office equipment and furniture						181,647						161,187
Leasehold improvements						40,300						40,084
Construction in progress						858,538						1,223,998
Property, plant and equipment, gross						7,504,890						6,091,401
Accumulated depreciation						(2,091,207)						(1,694,116)
Property, plant and equipment, net						$	5,413,683					$	4,397,285

Depreciation of property, plant and equipment was $407.4 million, $310.0 million, and $244.9 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Other assets

Other assets consisted of the following at December 31, 2024 and 2023 (in thousands):

						2024						2023
Advance payments for raw materials						$	249,218					$	204,370
Lease assets (1)						143,545						101,468
Accounts receivable, trade						94,373						—
Income tax receivables						87,025						68,591
Prepaid expenses						34,250						23,954
Project assets						25,455						28,430
Restricted cash equivalents						4,972						6,192
Restricted cash						3,613						3,621
Other (2)						55,319						41,978
Other assets						$	697,770					$	478,604

——————————

(1)See Note 11. “Leases” to our consolidated financial statements for discussion of our lease arrangements.

(2)In November 2023, we entered into a power purchase agreement with Cleantech, a leading provider of renewable energy solutions in India and Southeast Asia. Under the agreement, Cleantech plans to construct certain PV solar and wind power-generating assets, which will supply electricity to our manufacturing facility in India.

During 2024, we purchased ownership interests in two subsidiaries of Cleantech for $7.9 million. These subsidiaries own certain of the power-generating assets that are expected to supply our facility, and we account for our investments in these subsidiaries using the equity method. During the year ended December 31, 2024, we recognized revenue of $37.8 million for module sales of 150 MW to these subsidiaries.

Accrued expenses

Accrued expenses consisted of the following at December 31, 2024 and 2023 (in thousands):

						2024						2023
Accrued property, plant and equipment						$	136,176					$	210,233
Accrued freight						95,940						58,494
Accrued inventory						64,866						101,161
Product warranty liability (1)						62,139						5,920
Accrued other taxes						41,178						26,781
Accrued compensation and benefits						30,612						55,960
Other						77,670						66,280
Accrued expenses						$	508,581					$	524,829

——————————

(1) See Note 14. “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, 2024 and 2023 (in thousands):

						2024						2023
Accrued litigation (1)						$	21,800					$	21,800
Derivative instruments (2)						18,619						1,744
Lease liabilities (3)						13,281						10,358
Contingent consideration (4)						—						7,500
Other						7,184						798
Other current liabilities						$	60,884					$	42,200

——————————

(1)See Note 14. “Commitments and Contingencies” to our consolidated financial statements for discussion of our legal proceedings.

(2)See Note 10. “Derivative Financial Instruments” to our consolidated financial statements for discussion of our derivative instruments.

(3)See Note 11. “Leases” to our consolidated financial statements for discussion of our lease arrangements.

(4)See Note 14. “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, 2024 and 2023 (in thousands):

						2024						2023
Lease liabilities (1)						$	95,743					$	53,725
Deferred tax liabilities, net (2)						54,696						42,771
Other taxes payable						49,256						39,431
Product warranty liability (3)						14,296						19,571
Contingent consideration (4)						6,500						11,000
Other						13,278						14,212
Other liabilities						$	233,769					$	180,710

——————————

(1)See Note 11. “Leases” to our consolidated financial statements for discussion of our lease arrangements.

(2)See Note 18. “Income Taxes” to our consolidated financial statements for discussion of our net deferred tax liabilities.

(3)See Note 14. “Commitments and Contingencies” to our consolidated financial statements for discussion of our product warranties.

(4)See Note 14. “Commitments and Contingencies” to our consolidated financial statements for discussion of our contingent consideration arrangements.

9. Government Grants

Government grants represent benefits provided by federal, state, or local governments that are not subject to the scope of ASC 740. We recognize a grant when we have reasonable assurance that we will comply with the grant’s conditions and that the grant will be received. Government grants whose primary condition is the purchase, construction, or acquisition of a long-lived asset are considered asset-based grants and are recognized as a reduction to such asset’s cost basis, which reduces future depreciation. Other government grants not related to long-lived assets are considered income-based grants and are recognized as a reduction to the related cost of activities that generated the benefit.

The following table presents the benefits recognized from asset-based government grants in our consolidated balance sheets as of December 31, 2024 and 2023 (in thousands):

Balance Sheet Line Item						2024						2023
Property, plant and equipment, net						$	166,211					$	146,348
Other assets						5,708						5,860

In February 2021, the state government of Tamil Nadu, India granted First Solar certain incentives associated with the construction of our first manufacturing facility in the country. Among other things, such incentives provide a 24% subsidy for eligible capital investments, contingent upon meeting certain minimum investment and employment commitments. The capital subsidy funding application process begins following the initial period of module production and is expected to be paid in six annual installments thereafter. The timing of cash receipts is subject to the completion of audit certifications, funding applications by First Solar, and review by state government authorities. Module production in India began during the year ended December 31, 2023. Such credit is reflected on our consolidated balance sheets within “Government grants receivable.”

The following table presents the benefits recognized from income-based government grants in our consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022 (in thousands):

Income Statement Line Item						2024						2023						2022
Cost of sales						$	1,009,451					$	659,745					$	—
Research and development						4,186						—						—
Production start-up						484						—						—

In August 2022, the previous U.S. President signed into law the IRA. Among other things, the IRA offers a tax credit, pursuant to Section 45X of the IRC, for solar modules and solar module components manufactured in the United States and sold to third parties. Such credit may be refundable by the IRS or transferable to a third party and is available from 2023 to 2032, subject to phase down beginning in 2030. For eligible components, the credit is equal to (i) $12 per square meter for a PV wafer, (ii) 4 cents multiplied by the capacity of a PV cell in watts, and (iii) 7 cents multiplied by the capacity of a PV module in watts. Based on the current form factor of our modules, we expect to qualify for a credit of approximately 17 cents per watt for each module produced in the United States and sold to a third party. We recognize such credit as a reduction to “Cost of sales” in the period the modules are sold to customers. Such credit is also reflected on our consolidated balance sheets within “Government grants receivable.”

In December 2024, we entered into two agreements with Visa for the sale of $857.2 million of Section 45X tax credits we generated during 2024 for aggregate cash proceeds of $818.6 million. We received initial cash proceeds of $616.0 million in December 2024 and expect to receive the remaining cash proceeds during the first quarter of 2025. In connection with this transaction, we recognized a loss of approximately $39 million during the year ended December 31, 2024, which was reflected in “Cost of sales” in our consolidated statements of operations.

In December 2023, we entered into two agreements with Fiserv for the sale of $687.2 million of Section 45X tax credits we generated during 2023 for aggregate cash proceeds of $659.7 million. In connection with this transaction, we recognized a loss of $27.5 million during the year ended December 31, 2023, which was reflected in “Cost of sales” in our consolidated statements of operations. We received the full cash proceeds during the year ended December 31, 2024.

10. Derivative Financial Instruments

As a global company, we are exposed in the normal course of business to various risks, including foreign currency and commodity price risks, that could affect our financial position, results of operations, and cash flows. We may 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 12. “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, 2024 and 2023 (in thousands):

						December 31, 2024
						Other Current Assets												Other Current Liabilities
Derivatives designated as hedging instruments:
Commodity swap contracts						$	—											$	35
Total derivatives designated as hedging instruments						$	—											$	35
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts						$	13,452											$	18,584
Total derivatives not designated as hedging instruments						$	13,452											$	18,584
Total derivative instruments						$	13,452											$	18,619

						December 31, 2023
						Other Current Assets												Other Current Liabilities
Derivatives designated as hedging instruments:
Commodity swap contracts						$	—											$	344
Total derivatives designated as hedging instruments						$	—											$	344
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts						$	1,778											$	1,400
Total derivatives not designated as hedging instruments						$	1,778											$	1,400
Total derivative instruments						$	1,778											$	1,744

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, 2024, 2023, and 2022 (in thousands):

						Foreign Exchange Forward Contracts						Commodity Swap Contracts						Total
Balance as of December 31, 2021						$	1,126					$	—					$	1,126
Amounts recognized in other comprehensive income (loss)						545						(8,101)						(7,556)
Amount reclassified to cost of sales						(1,671)						859						(812)
Balance as of December 31, 2022						—						(7,242)						(7,242)
Amounts recognized in other comprehensive income (loss)						—						(977)						(977)
Amount reclassified to cost of sales						—						6,726						6,726
Balance as of December 31, 2023						—						(1,493)						(1,493)
Amounts recognized in other comprehensive income (loss)						—						(1,196)						(1,196)
Amount reclassified to cost of sales						—						2,323						2,323
Balance as of December 31, 2024						$	—					$	(366)					$	(366)

During the year ended December 31, 2022, we recognized unrealized losses of less than $0.1 million within “Cost of sales” for amounts excluded from effectiveness testing for our foreign exchange forward contracts designated as cash flow hedges.

The following table presents the effect of derivative instruments not designated as hedges on our consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022 (in thousands):

												Amount of Gain (Loss) Recognized in Income Statement
						Income Statement Line Item						2024						2023						2022
Foreign exchange forward contracts						Foreign currency loss, net						$	(6,645)					$	(8,406)					$	75,421
Foreign exchange forward contracts						Cost of sales						—						—						583

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, from time to time we may enter into foreign exchange forward contracts to hedge a portion of these forecasted cash flows. When qualifying foreign exchange forward contracts are designated as cash flow hedges, we report unrealized gains or losses on such qualifying contracts in “Accumulated other comprehensive loss” and subsequently reclassify applicable amounts into earnings when the hedged transaction occurs and impacts earnings.

Transaction Exposure and Economic Hedging

Many of our subsidiaries have assets and liabilities (primarily cash, receivables, deferred taxes, payables, accrued expenses, lease liabilities, debt, 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. We may enter into foreign exchange forward contracts or other financial instruments to economically hedge assets and liabilities against the effects of currency exchange rate fluctuations. The gains and losses on such foreign exchange forward contracts will economically offset all or part of the transaction gains and losses that we recognize in earnings on the related foreign currency denominated assets and liabilities.

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

As of December 31, 2024 and 2023, 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, 2024
Transaction						Currency						Notional Amount						USD Equivalent
Sell						Canadian dollar						CAD 4.2						$2.9
Purchase						Euro						€181.6						$189.4
Sell						Euro						€55.1						$57.5
Purchase						Indian rupee						INR 1,485.0						$17.4
Sell						Indian rupee						INR 66,934.0						$783.9
Purchase						Japanese yen						¥3,442.2						$21.8
Sell						Japanese yen						¥3,761.5						$23.8
Purchase						Malaysian ringgit						MYR 217.1						$48.5
Sell						Malaysian ringgit						MYR 29.5						$6.6
Sell						Mexican peso						MXN 34.6						$1.7
Purchase						Singapore dollar						SGD 14.1						$10.4
Sell						Singapore dollar						SGD 19.7						$14.5

						December 31, 2023
Transaction						Currency						Notional Amount						USD Equivalent
Sell						Canadian dollar						CAD 4.2						$3.2
Sell						Chilean peso						CLP 1,372.6						$1.6
Purchase						Euro						€98.3						$108.7
Sell						Euro						€14.1						$15.6
Sell						Indian rupee						INR 62,967.4						$756.9
Purchase						Japanese yen						¥1,053.6						$7.5
Sell						Japanese yen						¥705.2						$5.0
Purchase						Malaysian ringgit						MYR 160.7						$35.0
Sell						Mexican peso						MXN 34.6						$2.0
Purchase						Singapore dollar						SGD 6.5						$4.9

Commodity Price Risk

From time to time, we use commodity swap contracts to mitigate our exposure to commodity price fluctuations for certain raw materials used in the production of our modules. During the year ended December 31, 2022, we entered into various commodity swap contracts to hedge a portion of our forecasted cash flows for purchases of aluminum frames between July 2022 and December 2023. Such swaps had an aggregate initial notional value based on metric tons of forecasted aluminum purchases, equivalent to $70.5 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 contracts proportionately adjusted with forecasted purchases of aluminum frames.

During the year ended December 31, 2024, we entered into various commodity swap contracts to hedge a portion of our forecasted cash flows for purchases of steel between April 2024 and December 2024. Such swaps had an aggregate initial notional value based on short tons of forecasted steel purchases, equivalent to $7.6 million, and entitled us to receive the price based on the U.S. Midwest Hot-Rolled Coil Steel Index while requiring us to pay certain fixed prices. The notional amount of the commodity swap contracts proportionately adjusted with forecasted purchases of steel.

These commodity swap 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 transactions occur and impact earnings. We determined that these derivative financial instruments were highly effective as cash flow hedges as of December 31, 2024 and 2023. In the following 12 months, we expect to reclassify into earnings $0.4 million of net unrealized losses related to these commodity swap contracts that are included in “Accumulated other comprehensive loss” at December 31, 2024 as we realize the earnings effects of the related forecasted transactions.

11. Leases

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

The following table presents certain quantitative information related to our lease arrangements for the years ended December 31, 2024, 2023, and 2022 and as of December 31, 2024 and 2023 (in thousands):

						2024						2023						2022
Finance lease cost:
Amortization of right-of-use assets						$	924					$	14					$	—
Interest on lease liabilities						1,451						51						—
Operating lease cost						14,403						12,090						14,634
Variable lease cost						2,902						3,421						2,517
Short-term lease cost						954						472						339
Total lease cost						$	20,634					$	16,048					$	17,490
Cash paid for amounts included in the measurement of:
Operating lease liabilities						$	13,774					$	11,815					$	15,359
Finance lease liabilities						677						—						—
Lease assets obtained in exchange for:
Operating lease liabilities						$	41,772					$	7,163					$	4,394
Finance lease liabilities						13,406						17,063						—

						December 31, 2024												December 31, 2023
						Operating Leases						Finance Leases						Operating Leases						Finance Leases
Lease assets						$	114,283					$	29,262					$	84,419					$	17,049
Lease liabilities – current						11,799						1,482						10,307						51
Lease liabilities – noncurrent						66,211						29,532						36,662						17,063
Weighted-average remaining lease term						9 years						28 years						5 years						40 years
Weighted-average discount rate						5.5		%				6.6		%				5.2		%				5.4		%

As of December 31, 2024, the future payments associated with our lease liabilities were as follows (in thousands):

						Operating Leases						Finance Leases
2025						$	15,322					$	1,919
2026						13,789						2,788
2027						11,292						2,832
2028						11,035						2,885
2029						9,377						2,963
Thereafter						41,543						55,265
Total future payments						102,358						68,652
Less: interest						(24,348)						(37,638)
Total lease liabilities						$	78,010					$	31,014

12. 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 and Restricted Cash Equivalents. At December 31, 2024 and 2023, our cash equivalents and restricted cash equivalents consisted of money market funds. We value our cash equivalents and restricted 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, 2024 and 2023, our marketable securities consisted of foreign debt, U.S. debt, and time deposits, and our restricted marketable securities consisted of foreign and U.S. government obligations, supranational debt, and U.S. debt. We value our marketable securities and restricted marketable securities using observable inputs that reflect quoted prices for securities with identical characteristics or quoted prices for securities with similar characteristics and other observable inputs (such as interest rates that are observable at commonly quoted intervals). Accordingly, we classify the valuation techniques that use these inputs as either Level 1 or Level 2 depending on the inputs used. We also consider the effect of our counterparties’ credit standing in these fair value measurements.

• Derivative Assets and Liabilities. At December 31, 2024 and 2023, our derivative assets and liabilities consisted of foreign exchange forward contracts involving major currencies 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 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.

• Contingent Consideration. At December 31, 2024 and 2023, our contingent consideration consisted of balances associated with a prior business acquisition. See Note 3. “Business Acquisitions” to our consolidated financial statements for further discussion of this acquisition. We project future cash outflows associated with certain payout outcomes and discount the amounts to a present value using significant unobservable inputs, including various probabilities and assumptions regarding the timing, nature, and extent of technical milestones achieved. We classify the valuation technique that uses these inputs as Level 3.

At December 31, 2024 and 2023, 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, 2024						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						$	526,580					$	526,580					$	—					$	—
Restricted cash equivalents:
Money market funds						4,972						4,972						—						—
Marketable securities:
Time deposits						162,836						162,836						—						—
U.S. debt						8,747						—						8,747						—
Restricted marketable securities						199,136						—						199,136						—
Derivative assets						13,452						—						13,452						—
Total assets						$	915,723					$	694,388					$	221,335					$	—
Liabilities:
Derivative liabilities						$	18,619					$	—					$	18,619					$	—
Contingent consideration (1)						6,500						—						—						6,500
Total liabilities						$	25,119					$	—					$	18,619					$	6,500

——————————

(1)See Note 14. “Commitments and Contingencies” to our consolidated financial statements for discussion of our contingent consideration arrangements.

												Fair Value Measurements at Reporting Date Using
						December 31, 2023						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						$	1,105,684					$	1,105,684					$	—					$	—
Restricted cash equivalents:
Money market funds						6,192						6,192						—						—
Marketable securities:
Time deposits						76,511						76,511						—						—
U.S. debt						44,089						—						44,089						—
Foreign debt						34,895						—						34,895						—
Restricted marketable securities						198,310						—						198,310						—
Derivative assets						1,778						—						1,778						—
Total assets						$	1,467,459					$	1,188,387					$	279,072					$	—
Liabilities:
Derivative liabilities						$	1,744					$	—					$	1,744					$	—
Contingent consideration (1)						18,500						—						—						18,500
Total liabilities						$	20,244					$	—					$	1,744					$	18,500

——————————

(1)See Note 14. “Commitments and Contingencies” to our consolidated financial statements for discussion of our contingent consideration arrangements.

Fair Value of Financial Instruments

At December 31, 2024 and 2023, the carrying values and fair values of our financial instruments not measured at fair value were as follows (in thousands):

						December 31, 2024												December 31, 2023
						Carrying Value						Fair Value						Carrying Value						Fair Value
Assets:
Government grants receivable - noncurrent						$	157,570					$	123,743					$	152,208					$	107,111
Liabilities:
Long-term debt, including current maturities (1)						$	464,550					$	441,016					$	500,000					$	453,015

——————————

(1)Excludes unamortized issuance costs and debt arrangements with an original maturity of less than one year.

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

Credit Risk

We have certain financial instruments that subject us to credit risk. These consist primarily of cash, cash equivalents, marketable securities, accounts receivable, restricted cash, restricted cash equivalents, restricted marketable securities, 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 instruments. We place these instruments with various high-quality financial institutions and limit the amount of credit risk from any one counterparty. We monitor 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. We typically require some form of payment security from our customers, including, but not limited to, advance payments, parent guarantees, letters of credit, bank guarantees, or surety bonds.

13. Debt

Our debt arrangements consisted of the following at December 31, 2024 and 2023 (in thousands):

												Balance (USD)
Loan Agreement						Currency						2024						2023
Revolving Credit Facility						USD						$	—					$	—
India Credit Facility						USD						464,550						500,000
India JPM Working Capital Facility						INR						28,490						60,827
India HSBC Working Capital Facility						INR						69,097						—
India Citibank Working Capital Facility						INR						48,017						—
India Credit Agricole Working Capital Facility						INR						—						—
Total debt principal												610,154						560,827
Less: unamortized issuance costs												(376)						(521)
Total debt												609,778						560,306
Less: current portion												(236,424)						(96,238)
Noncurrent portion												$	373,354					$	464,068

Revolving Credit Facility

In June 2023, we entered into a credit agreement with several financial institutions as lenders and JPMorgan Chase Bank, N.A. as administrative agent, which provides us with a senior secured credit facility (the “Revolving Credit Facility”) with an aggregate borrowing capacity of $1.0 billion. Borrowing under the Revolving Credit Facility bears interest at a rate per annum equal to, at our option, (i) the Term Secured Overnight Financing Rate (“Term SOFR”), plus a credit spread of 0.10%, plus a margin that ranges from 1.25% to 2.25% or (ii) an alternate base rate as defined in the credit agreement, plus a margin that ranges from 0.25% to 1.25%. The margins under the Revolving Credit Facility are based on the Company’s net leverage ratio or, if the Company elects to switch to a credit ratings-based system after the investment grade ratings trigger date occurs (as defined in the credit agreement), on the Company’s public debt rating.

In addition to paying interest on outstanding principal under the Revolving Credit Facility, we are required to pay an unused commitment fee that ranges from 0.125% to 0.375% per annum based on the same factors discussed above and the daily unused commitments under the facility. We are also required to pay (i) a letter of credit fee based on the applicable margin for Term SOFR loans on the face amount of each letter of credit, (ii) a letter of credit fronting fee as agreed by the Company and such issuing lender, and (iii) other customary letter of credit fees. Our Revolving Credit Facility matures in June 2028. Loans and letters of credit issued under the Revolving Credit Facility are secured by liens on substantially all of the Company’s tangible and intangible assets.

As of December 31, 2024 and 2023, we had no outstanding debt or letters of credit under our Revolving Credit Facility.

India Credit Facility

In July 2022, FS India Solar Ventures Private Limited (“FSISV”), our indirect wholly-owned subsidiary, entered into a finance agreement (the “India Credit Facility”) with the U.S. International Development Finance Corporation for aggregate borrowing of up to $500.0 million for the development and construction of a solar module manufacturing facility in India. Principal on the India Credit Facility is payable in scheduled semi-annual installments beginning in August 2024 through the facility’s expected maturity in August 2029. The India Credit Facility is guaranteed by First Solar, Inc.

India JPM Working Capital Facility

In December 2022, FSISV entered into a working capital facility agreement (the “India JPM Working Capital Facility”) with JPMorgan Chase Bank, N.A. for the issuance of bank guarantees, bonds, and other similar forms of security. During 2023, the India JPM Working Capital Facility was amended to include certain working capital loans of up to INR 6.2 billion ($74.8 million). The outstanding balance matures in the first quarter of 2025. The India JPM Working Capital Facility is guaranteed by First Solar, Inc.

India HSBC Working Capital Facility

In February 2024, FSISV entered into a working capital facility agreement (the “India HSBC Working Capital Facility”) with the Hongkong and Shanghai Banking Corporation Limited, which provides certain working capital loans of up to INR 8.2 billion ($98.4 million). The outstanding balance matures in the first quarter of 2025. The India HSBC Working Capital Facility is guaranteed by First Solar, Inc.

India Citibank Working Capital Facility

In August 2024, FSISV entered into a working capital facility agreement (the “India Citibank Working Capital Facility”) with Citibank, N.A., which provides certain working capital loans of up to INR 4.5 billion ($53.8 million). The outstanding balance matures during the first half of 2025. The India Citibank Working Capital Facility is guaranteed by First Solar, Inc.

India Credit Agricole Working Capital Facility

In August 2022, FSISV entered into a working capital facility agreement (the “India Credit Agricole Working Capital Facility”) with Credit Agricole Corporate and Investment Bank, for the issuance of letters of credit, bank guarantees, and overdraft. During 2024, the India Credit Agricole Working Capital Facility was amended to include certain working capital loans of up to INR 4.0 billion ($46.8 million). The Credit Agricole Working Capital Facility is guaranteed by First Solar, Inc. As of December 31, 2024, there was no balance outstanding on the India Credit Agricole Working Capital Facility.

Interest Rates

As of December 31, 2024, the borrowing rates for our outstanding debt arrangements were as follows:

Loan Agreement						Interest Rate Description						Interest Rate
India Credit Facility						U.S. Treasury Constant Maturity Yield plus 1.75%						5.57%
India JPM Working Capital Facility (1)						India Treasury bill rate plus 1.3%						7.81%
India HSBC Working Capital Facility (1)						India Treasury bill rate plus 1.5%						7.96%
India Citibank Working Capital Facility (1)						India Treasury bill rate plus 1.1%						7.53%

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(1)The weighted-average interest rate for our outstanding short-term debt arrangements was 7.79% as of December 31, 2024.

During the years ended December 31, 2024, 2023, and 2022, we paid $36.2 million, $15.0 million, and $11.6 million, respectively, of interest related to our debt arrangements.

Future Principal Payments

At December 31, 2024, the future principal payments on our long-term debt were due as follows (in thousands):

						Total Debt
2025						$	90,899
2026						90,899
2027						90,950
2028						91,000
2029						100,802
Total long-term debt future principal payments						$	464,550

14. 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, 2024, 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)						$	—					$	250.0
Bilateral facilities (2)						167.8						159.7
Surety bonds						28.6						225.0

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(1)Our Revolving Credit Facility provides us with a sub-limit of $250.0 million to issue letters of credit, at a fee based on the applicable margin for Term SOFR loans, a fronting fee, and other customary letter of credit fees.

(2)Of the total letters of credit issued under the bilateral facilities, $9.1 million was secured with cash.

Product Warranties

When we recognize revenue for sales of modules, we accrue liabilities for the estimated future costs of meeting our limited warranty obligations. 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 and other factors. 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, 2024, 2023, and 2022 were as follows (in thousands):

						2024						2023						2022
Product warranty liability, beginning of period						$	25,491					$	33,787					$	52,553
Accruals for new warranties issued						7,399						5,416						4,727
Settlements						(13,183)						(6,058)						(12,690)
Changes in estimate of product warranty liability						56,728						(7,654)						(10,803)
Product warranty liability, end of period						$	76,435					$	25,491					$	33,787
Current portion of warranty liability						$	62,139					$	5,920					$	10,660
Noncurrent portion of warranty liability						$	14,296					$	19,571					$	23,127

We have identified manufacturing issues affecting certain Series 7 modules manufactured in 2023 and 2024 that may cause the modules to experience premature power loss once installed in the field. The ultimate loss we will incur for these manufacturing issues will depend on the extent of the premature power loss that is experienced in relation to the obligations under our limited product warranties, as well as any potential additional commitments we may make to remediate the affected modules. Based on currently available information and certain assumptions and estimates, we believe a reasonable estimate of the aggregate losses related to these manufacturing issues will range from approximately $56 million to $100 million. At this time, no individual amount within that range is a better estimate than any other amount. Accordingly, as of December 31, 2024, we increased our product warranty liability by the low end of the range, which we recorded as a reduction to revenue. The estimated range set forth above was based on our evaluation of the currently available information, including select samples of module performance data from several locations, the estimated number of affected modules, and projections of probable costs to remediate the issues. As additional information becomes available to us, our estimate of the aggregate losses related to these manufacturing issues may change, and any change in estimate may also result in a change to our product warranty liability.

During the year ended December 31, 2023, we revised our warranty estimate based on updated information regarding our warranty claims, which reduced our module warranty liability by $5.4 million. This updated information reflected lower-than-expected warranty claims for our older series of module technology and revisions to projected settlements, resulting in reductions to our projected module return rate. During the year ended December 31, 2022, we revised the warranty estimate based on updated information regarding our warranty claims, which reduced our module warranty liability by $10.2 million. This updated information reflected lower-than-expected warranty claims for our older series of module technology as well as the evolving claims profile of our newest series of module technology, resulting in reductions to our projected module return rates.

Indemnifications

In certain limited circumstances, we have provided indemnifications to customers or other parties under which we are contractually obligated to compensate such parties for losses they suffer resulting from a breach of a representation, warranty, or covenant; the resolution of specific matters associated with a solar project’s development or construction; guarantees of a third party’s payment or performance obligations; or any disallowance or lack of the right to claim all or any portion of certain tax credits. For contracts that have such indemnification provisions, we initially recognize a liability under ASC 460 for the estimated premium that would be required by a guarantor to issue the same indemnity in a standalone arm’s-length transaction with an unrelated party. We may base these estimates on the cost of insurance or other instruments that cover the underlying risks being indemnified and may purchase such instruments to mitigate our exposure to potential indemnification payments. We subsequently measure such liabilities at the greater of the initially estimated premium or the contingent liability required to be recognized under ASC 450. We recognize any indemnification liabilities as a reduction of earnings associated with the related transaction.

After an indemnification liability is recorded, we derecognize such amount pursuant to ASC 460 depending on the nature of the indemnity, which derecognition typically occurs upon expiration or settlement of the arrangement, and any contingent aspects of the indemnity are accounted for in accordance with ASC 450. As of December 31, 2024 and 2023, we accrued $2.5 million and $3.3 million of current indemnification liabilities, respectively. As of December 31, 2024, the maximum potential amount of future payments under our indemnifications was $1.3 billion.

Contingent Consideration

As part of our acquisition of Evolar in May 2023, we agreed to pay additional consideration of up to $42.5 million to the selling shareholders contingent upon the successful achievement of certain technical milestones. See Note 3. “Business Acquisitions” to our consolidated financial statements for further discussion of this acquisition. As of December 31, 2023, we recorded $7.5 million of current liabilities and $11.0 million of long-term liabilities for such contingent obligations based on their estimated fair values.

During the year ended December 31, 2024, we paid $7.5 million of contingent consideration to the selling shareholders based on the achievement of specific milestones. As of December 31, 2024, the remaining long-term contingent consideration liability was remeasured to a fair value of $6.5 million. The remeasurement resulted from adjustments in the probability and timing of achieving the remaining milestones. The changes in the fair value of the contingent consideration arrangement are classified within “Research and development” expense in our consolidated statements of operations.

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 are 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. Such adjustments are presented within “Cost of sales” on our consolidated statements of operations. During the years ended December 31, 2024 and 2023, we completed our annual cost study of obligations under our module collection and recycling program and determined that no adjustment to the associated liability was necessary. During the year ended December 31, 2022, we completed our annual cost study of obligations under our module collection and recycling program and reduced the associated liability by $7.5 million primarily due to lower estimated capital and chemical costs resulting from improvements to our module recycling technology.

Our module collection and recycling liability was $134.4 million and $135.1 million as of December 31, 2024 and 2023, respectively. During the years ended December 31, 2024, 2023, and 2022, we recognized accretion expense of $5.8 million, $5.5 million, and $5.5 million, respectively, associated with this liability. See Note 7. “Restricted Marketable Securities” to our consolidated financial statements for more information about our arrangements for funding this liability.

Legal Proceedings

Class Action

In January 2022, a putative class action lawsuit titled City of Pontiac General Employees’ Retirement System v. First Solar, Inc., et al., Case No. 2:22-cv-00036-MTL, was filed in the United States District Court for the District of Arizona (hereafter “Arizona District Court”) against the Company and certain of our current officers (collectively, “Putative Class Action Defendants”). The complaint was filed on behalf of a purported class consisting of all purchasers of First Solar common stock between February 22, 2019 and February 20, 2020, inclusive. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 based on allegedly false and misleading statements related to the Company’s Series 6 solar modules and its project development business. It seeks unspecified damages and an award of costs and expenses. On April 25, 2022, the Arizona District Court issued an order appointing the Palm Harbor Special Fire Control & Rescue District Firefighters’ Pension Plan and the Greater Pennsylvania Carpenters’ Pension Fund as Lead Plaintiffs. On June 23, 2022, Lead Plaintiffs filed an Amended Complaint that brought the same claims and sought the same relief as the original complaint. On January 10, 2023, the Court granted the Putative Class Action Defendants’ motion to dismiss in full, with leave to amend by February 10, 2023. On February 10, 2023, Lead Plaintiffs filed a Second Amended Complaint. Putative Class Action Defendants filed a motion to dismiss the Second Amended Complaint on February 24, 2023. Lead Plaintiffs filed their opposition to the motion to dismiss on March 10, 2023, and Putative Class Action Defendants filed a reply in support of their motion to dismiss on March 17, 2023. On June 23, 2023, the Court granted the Putative Class Action Defendants’ motion to dismiss with prejudice. On July 14, 2023, the Clerk of Court entered judgment in favor of the Putative Class Action Defendants. Lead Plaintiffs did not file an appeal, and the judgment in favor of the Putative Class Action Defendants is now final.

Derivative Action

In September 2022, a derivative action titled Federman v. Widmar, et al., Case No. 2:22-cv-01541-JAT, was filed by a putative stockholder purportedly on behalf of the Company in the Arizona District Court against our current directors and certain officers of the Company (collectively, “Derivative Action Defendants”), alleging violations of Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, contribution and indemnification, aiding and abetting, and gross mismanagement. The complaint generally alleges that the Derivative Action Defendants caused or allowed false and misleading statements to be made concerning the Company’s Series 6 modules and project development business. The action includes claims for, among other things, damages in favor of the Company and an award of costs and expenses to the putative plaintiff stockholder, including attorneys’ fees. The Company believes that the plaintiff in the derivative action lacks standing to pursue litigation on behalf of First Solar. On February 17, 2023, the case was transferred to Judge Liburdi, who is also presiding over the related putative class action. On March 10, 2023, the plaintiff filed an Amended Complaint. On April 10, 2023, the Derivative Action Defendants filed a motion to dismiss the Amended Complaint. The plaintiff filed its opposition to the motion to dismiss on May 17, 2023, and the Derivative Action Defendants filed a reply in support of their motion to dismiss on June 17, 2023. Given the Court’s dismissal of the putative class action, the parties agreed that the claims in the Derivative Action should be dismissed with prejudice and filed a joint stipulation to that effect on September 7, 2023. On September 8, 2023, the Court ordered the Clerk of Court to dismiss the action with prejudice.

Other Matters and Claims

In July 2021, Southern Power Company and certain of its affiliates (“Southern”) filed an arbitration demand with the American Arbitration Association against two subsidiaries of the Company, alleging breach of the EPC agreements for five projects in the United States, for which the Company’s subsidiaries served as the EPC contractor. The arbitration demand asserts breach of obligations to design and engineer the projects in accordance with the EPC agreements, particularly as such obligations relate to the procurement of tracker systems and inverters. The Company and its subsidiaries denied the claims, and defended the claims in arbitration hearings, which concluded in February 2023. In May 2023, the parties submitted their final proposals of individual award claims to the arbitration panel. In July 2023, the arbitration panel entered an interim award to Southern for $35.6 million, which was paid during the year ended December 31, 2023. As a result, we recognized a loss for such interim award in our results of operations for the year ended December 31, 2023. The final arbitration award, which did not change the results of the interim award, was signed on November 6, 2023. On February 2, 2024, First Solar commenced an action in the New York County Supreme Court seeking to vacate certain aspects of the final award. On May 6, 2024, such action was denied. First Solar has elected not to appeal, and considers this matter closed.

During the year ended December 31, 2022, we received several indemnification demands from certain customers, for whom we provided EPC services, regarding claims that such customers’ PV tracker systems infringe, in part, on patents owned by Rovshan Sade (“Plaintiff”), the owner of a company called Trabant Solar, Inc. In January 2023, we were notified by two of our customers that Plaintiff served them with patent infringement complaints, and we have assumed the defense of these claims. We have conducted due diligence on the patents and claims and believe that we will prevail in the actions. In April 2023, we commenced an Inter Partes Review (“IPR”) before the United States Patent and Trademark Office seeking to invalidate such claims. In November 2023, the United States Patent Trial and Appeal Board declined to hear the First Solar IPR. In July 2024, Plaintiff’s counsel filed a motion seeking to withdraw as counsel. The court granted the motion and issued a 45-day stay of all proceedings while Plaintiff seeks new representation. In September and December 2024, Plaintiff filed motions seeking a stay of all proceedings, claiming health issues. The court initially granted the motions and issued additional stays of all proceedings until March 2025 and subsequently ordered both parties to mediate the case, which is expected to take place during the week of March 17, 2025. At this time, we are not in a position to assess the likelihood of any potential loss or adverse effect on our financial condition or to estimate the amount or range of possible loss, if any, from these actions.

In April 2019, a subcontractor of First Solar sustained certain injuries while performing work at a former project site and, in May 2019, commenced legal action against a subsidiary of the Company. In June 2023, a jury awarded damages of approximately $51.3 million to the plaintiff. On September 21, 2023, the Superior Court of California for Monterey County ruled, in response to a motion for remittitur filed by the Company, that the damages awarded to the plaintiff were excessive and reduced the award from $51.3 million to $21.8 million. The plaintiff and defendant have appealed and cross appealed varying aspects of the verdict and the remittitur. Accordingly, due to the uncertainty surrounding the multiple decisions and appeals, as of December 31, 2024, we recorded a $21.8 million accrued litigation payable included in “Other current liabilities” in our consolidated balance sheet. We believe the full amount of awarded damages will be covered by our various insurance policies. Accordingly, we also recorded a $21.8 million receivable included in “Other current assets” in our consolidated balance sheet as of December 31, 2024. The plaintiff did not accept the reduced award by the court ordered deadline of October 10, 2023, and, as a result, the $21.8 million award has been vacated, and a new trial will be scheduled. We, in conjunction with our insurance carriers, are challenging the initial verdict in an appellate court, and the plaintiff is cross appealing from the decision to reduce the award, among other issues, stemming from the trial. We filed our initial briefs with the court on December 20, 2024. The plaintiff’s briefs are due by March 24, 2025.

On September 29, 2023 and June 5, 2024, the Company received subpoenas from the Division of Enforcement of the SEC seeking documents and information relating to the Company’s operations in India, the Company's entry into a PV module supply agreement with an India-based customer, and certain aspects of the Company's technology roadmap, among other things. The Company is cooperating with the SEC and cannot predict the ultimate timing, scope, or outcome of this matter.

We are party to other legal matters and claims in the normal course of our operations. While we believe the ultimate outcome of these matters and claims will not have a material adverse effect on our financial position, results of operations, or cash flows, the outcome of such matters and claims is not determinable with certainty, and negative outcomes may adversely affect us.

15. Revenue from Contracts with Customers

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 delivery of the modules to the location specified in the terms of the underlying contract. Our customer contracts generally contain provisions that (i) require us to pay the customer liquidated damages if we fail to deliver modules by scheduled dates or if we fail to deliver modules that meet certain U.S. domestic content requirements and (ii) entitle us to a termination payment if the customer defaults on its contractual obligations and we terminate the contract. Our accounting policy associated with revenue recognition from module sales is further described in Note 2. “Summary of Significant Accounting Policies.”

The following table reflects the changes in our contract liabilities, which we classify as “Deferred revenue,” for the year ended December 31, 2024 (in thousands):

						2024						2023						Change
Deferred revenue						$	2,039,825					$	2,005,183					$	34,642					2		%

During the year ended December 31, 2024, our contract liabilities increased by $34.6 million primarily due to advance payments received or accrued in the current year for future sales of solar modules, partially offset by the recognition of revenue for sales of solar modules for which payment was received in prior years. During the years ended December 31, 2024 and 2023, we recognized revenue of $433.6 million and $432.7 million, respectively, that was included in the corresponding contract liability balance at the beginning of the periods.

As of December 31, 2024, we had entered into contracts with customers for the future sale of 68.5 GW of solar modules for an aggregate transaction price of $20.5 billion, which we expect to recognize as revenue through 2030 as we transfer control of the modules to the customers. This volume and transaction price exclude contracts with customers in India for which payment has not been fully secured. This transaction price also excludes estimates of variable consideration associated with (i) future module technology improvements, including enhancements to certain energy related attributes, (ii) sales freight in excess of defined thresholds, (iii) changes to certain commodity prices, and (iv) the module wattage committed for delivery, among other things. As a result, the revenue recognized from such contracts may increase or decrease in future periods relative to the original transaction price. These contracts may also be subject to amendments as agreed to by the parties to the contract. 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.

See Note 21. “Segment and Geographical Information” for the disaggregation of revenue by reportable segment.

16. Stockholders’ Equity

Preferred Stock

As of December 31, 2024 and 2023, 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, 2024 and 2023, we had authorized 500,000,000 shares of common stock, $0.001 par value, of which 107,060,281 and 106,847,475 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, 2024.

17. Share-Based Compensation

The following table presents share-based compensation expense recognized in our consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022 (in thousands):

						2024						2023						2022
Cost of sales						$	3,923					$	4,798					$	3,174
Selling, general and administrative						20,696						25,217						22,367
Research and development						3,502						4,133						3,080
Production start-up						(17)						71						35
Total share-based compensation expense						$	28,104					$	34,219					$	28,656

As of December 31, 2024, we had $26.6 million of unrecognized share-based compensation expense related to unvested restricted stock and performance units, which we expect to recognize over a weighted-average period of approximately 1.3 years. During the years ended December 31, 2024, 2023, and 2022, we recognized an income tax benefit in our consolidated statements of operations of $12.2 million, $19.3 million, and $7.3 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 stock and performance units or grants of unrestricted stock.

Share-Based Compensation Plans

During the year ended December 31, 2020, we adopted our 2020 Omnibus Plan, under which directors, officers, employees, and consultants of First Solar, Inc. (including any of its affiliates) are eligible to participate in various forms of share-based compensation. 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 the 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. The shares underlying any forfeited, expired, terminated, or canceled awards 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, 2024, we had 6,408,178 shares available for future issuance under the 2020 Omnibus Plan.

Restricted Stock and Performance 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 generally 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 July 2019, March 2020, and May 2021, the compensation committee of our board of directors approved grants of performance units for key executive officers to be earned over multi-year performance periods, which ended in December 2021, December 2022, and December 2023, respectively. Vesting of the 2019, 2020, and 2021 grants of performance units was contingent upon the specific attainment targets of each grant, which targets included metrics such as contracted revenue, module wattage, return on capital, cost per watt, gross profit, incremental average selling price, and operating income metrics. In March 2022, the compensation committee certified the achievement of the vesting conditions applicable to the 2019 grants, which approximated the maximum level of performance. In March 2023, the compensation committee certified the achievement of the vesting conditions applicable to the 2020 grants, which approximated the target level of performance. In February 2024, the compensation committee certified the achievement of the vesting conditions applicable to the 2021 grants, which approximated the maximum level of performance. Accordingly, each participant received one share of common stock for each vested performance unit granted, net of any tax withholdings.

In March 2022, the compensation committee approved additional grants of performance units for key executive officers to be earned over a multi-year performance period, which ended in December 2024. Vesting of the 2022 grants of performance units is contingent upon the relative attainment of target contracted revenue, cost per watt, and return on capital metrics, to be certified by the compensation committee in 2025.

In March 2023 and March 2024, the compensation committee approved additional grants of performance units for key executive officers; such grants are expected to be earned over a multi-year performance period ending in December 2025 and December 2026, respectively. Vesting of the 2023 and 2024 grants of performance units is contingent upon the specific attainment targets of each grant, which targets include metrics such as contracted revenue, production, incremental average selling price, and operating margin metrics.

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

In February 2022, we adopted a Clawback Policy (“the Policy”) that applies to the Company’s current and former Section 16 officers. The Policy applies to all incentive compensation, including any performance-based annual incentive awards and performance-based equity compensation. The Policy was adopted to ensure that incentive compensation is paid or awarded based on accurate financial results and the correct calculation of performance against incentive targets.

The following is a summary of our restricted stock unit activity, including performance unit activity, for the year ended December 31, 2024:

						Number of Shares						Weighted-Average Grant-Date Fair Value
Unvested restricted stock units at December 31, 2023						960,448						$	106.25
Restricted stock units granted (1)						215,849						158.63
Restricted stock units vested						(331,153)						75.44
Restricted stock units forfeited						(30,806)						123.81
Unvested restricted stock units at December 31, 2024						814,338						$	132.00

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(1)Restricted stock units granted include the maximum amount of performance 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, 2023 and 2022, the weighted-average grant-date fair value for restricted stock units granted in such years was $210.45 and $89.21, respectively. The total fair value of restricted stock units vested during 2024, 2023, and 2022 was $25.0 million, $20.0 million, and $26.4 million, respectively.

Unrestricted Stock

During the years ended December 31, 2024, 2023, and 2022, we awarded 9,645; 11,246; and 19,868, respectively, of fully vested, unrestricted shares of our common stock, excluding amounts withheld for taxes, to the chair and independent members of our board of directors. Accordingly, we recognized $1.9 million, $2.1 million, and $1.9 million of share-based compensation expense for these awards during the years ended December 31, 2024, 2023, and 2022, respectively.

18. Income Taxes

The Inflation Reduction Act. In August 2022, the previous U.S. President signed into law the IRA, which revised U.S. tax law by, among other things, including a new CAMT of 15% on certain large corporations, imposing a 1% excise tax on stock buybacks, and providing various incentives to address climate change, including the introduction of the advanced manufacturing production credit under Section 45X of the IRC. The provisions of the IRA are generally effective for tax years beginning after 2022. Certain developments to regulations include the following:

• In March 2024, the U.S. Treasury Department and the IRS issued final regulations on the direct payment election under Section 6417 of the IRC. The final regulations apply to tax years ending on or after March 11, 2024, but taxpayers may choose to apply the rules in the final regulations in taxable years ending before March 11, 2024, provided the final regulations are applied in their entirety and in a consistent manner.

• In April 2024, the U.S. Treasury Department and the IRS issued final regulations on the elective transfer provisions under Section 6418 of the IRC. The final regulations apply to taxable years ending on or after April 30, 2024, but taxpayers may choose to apply the rules in the final regulations in taxable years ending before April 30, 2024, provided the final regulations are applied in their entirety and in a consistent manner.

• In October 2024, the U.S. Treasury Department and the IRS issued final regulations for the advanced manufacturing production credit under Section 45X of the IRC. These final regulations apply to eligible components for which production is completed and sales occur after December 31, 2022, and during taxable years ending on or after October 28, 2024.

Foreign Tax Credit Regulations. In November 2022, the U.S. Treasury Department released proposed foreign tax credit (“FTC”) regulations addressing various aspects of the U.S. FTC regime. Among other items, these proposed regulations provide certain exceptions for determining creditable foreign withholding taxes. Taxpayers may rely on these proposed regulations, which apply to tax years beginning on or after December 28, 2021. As a result of these proposed regulations, foreign withholding taxes will continue to be creditable. In July 2023, the U.S. Treasury Department issued Notice 2023-55, which provides temporary relief for taxpayers in determining whether a foreign tax is eligible for a foreign tax credit for taxable years beginning on or after December 28, 2021 and ending before December 31, 2023. In December 2023, the U.S. Treasury Department issued Notice 2023-80, which extends this relief period until future guidance is issued.

Pillar Two. In December 2021, the OECD released model rules for a new global minimum tax framework (“Pillar Two”). Certain governments in countries in which we operate have enacted local Pillar Two legislation, with effective dates between January 1, 2024 and April 1, 2024; such local legislation may also include qualified domestic minimum top-up tax. As these legislative changes develop and expand, we expect to continue to monitor the changes and evaluate their potential impact to our results of operations.

Global Intangible Low-Taxed Income. In December 2017, the United States enacted the Tax Cuts and Jobs Act, changing how foreign earnings are subject to tax in the U.S. and enacting a tax on GILTI earned by foreign corporate subsidiaries. We record taxes due on U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred.

During the year ended December 31, 2024, we reversed our position to indefinitely reinvest the accumulated earnings of a foreign subsidiary and recorded tax expense of $6.2 million. There were no other changes to our indefinite reinvestment assertions during the period.

The U.S. and non-U.S. components of our income or loss before income taxes for the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands):

						2024						2023						2022
U.S. income (loss)						$	1,217,274					$	787,598					$	(17,652)
Non-U.S. income						189,064						103,692						26,250
Income before taxes						$	1,406,338					$	891,290					$	8,598

The components of our income tax expense or benefit for the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands):

						2024						2023						2022
Current expense:
Federal						$	64,108					$	44,693					$	8,434
State						48,255						8,285						399
Foreign						21,834						20,767						49,984
Total current expense						134,197						73,745						58,817
Deferred (benefit) expense:
Federal						(16,840)						(23,390)						(13,928)
State						(17,505)						(1,413)						(700)
Foreign						14,442						11,571						8,575
Total deferred benefit						(19,903)						(13,232)						(6,053)
Total income tax expense						$	114,294					$	60,513					$	52,764

Our Malaysian subsidiary has been granted a long-term tax holiday that expires in 2027. The tax holiday, which generally provides for a full exemption from Malaysian income tax, is conditional upon our continued compliance with certain employment and investment thresholds, which we are currently in compliance with and expect to continue to comply with through the expiration of the tax holiday in 2027.

Our Vietnamese subsidiary has been granted a long-term tax incentive that generally provides a full exemption from Vietnamese income tax through 2023, followed by reduced annual tax rates of 5% through 2032 and 10% through 2036. Such long-term tax incentive is conditional upon our continued compliance with certain revenue and R&D spending thresholds, which we are currently in compliance with and expect to continue to comply with through the expiration of the tax holiday.

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, 2024, 2023, and 2022 (in thousands):

						2024												2023												2022
						Tax						Percent						Tax						Percent						Tax						Percent
Statutory income tax expense						$	295,331					21.0		%				$	187,171					21.0		%				$	1,806					21.0		%
Changes in valuation allowance						22,680						1.6		%				10,873						1.2		%				22,239						258.6		%
GILTI inclusion						16,174						1.2		%				—						—		%				—						—		%
State tax, net of federal benefit						14,850						1.1		%				5,468						0.6		%				700						8.1		%
Change in tax contingency						12,110						0.9		%				9						—		%				4,326						50.3		%
Non-deductible expenses (1)						8,373						0.6		%				20,283						2.3		%				10,776						125.3		%
OECD Pillar Two global minimum tax						8,319						0.6		%				—						—		%				—						—		%
Foreign dividend income						4,774						0.3		%				9,115						1.0		%				2,857						33.2		%
Foreign tax rate differential						4,141						0.3		%				1,018						0.1		%				(4,227)						(49.1)		%
Share-based compensation						(5,760)						(0.4)		%				(11,955)						(1.4)		%				(1,017)						(11.8)		%
Return to provision adjustments						(6,804)						(0.5)		%				(3,972)						(0.4)		%				(1,767)						(20.5)		%
Tax credits						(21,909)						(1.6)		%				(9,337)						(1.0)		%				(12,654)						(147.2)		%
Effect of tax holiday						(29,180)						(2.1)		%				(11,501)						(1.3)		%				27,424						318.9		%
Section 45X production credit						(209,510)						(14.9)		%				(138,546)						(15.5)		%				—						—		%
Other						705						—		%				1,887						0.2		%				2,301						26.9		%
Reported income tax expense						$	114,294					8.1		%				$	60,513					6.8		%				$	52,764					613.7		%

——————————

(1)Includes, among other things, excess compensation for executive officers that is not deductible for tax purposes pursuant to Section 162(m) of the IRC.

During the years ended December 31, 2024 and 2023, we made net tax payments of $94.2 million and $90.9 million, respectively. During the year ended December 31, 2022, we received net tax refunds of $3.9 million.

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, 2024 and 2023 were as follows (in thousands):

						2024						2023
Deferred tax assets:
Long-term contracts						$	351,260					$	211,974
Net operating losses						163,408						119,822
Capitalized research and development						110,262						53,146
Inventory						50,283						30,787
Accrued expenses						38,161						29,503
Tax credits						22,783						14,800
Compensation						12,006						16,451
Equity in earnings						4,052						4,464
Deferred expenses						1,544						1,590
Other						31,650						28,908
Deferred tax assets, gross						785,409						511,445
Valuation allowance						(167,866)						(149,424)
Deferred tax assets, net of valuation allowance						617,543						362,021
Deferred tax liabilities:
Property, plant and equipment						(439,545)						(234,394)
Investment in foreign subsidiaries						(9,799)						(6,034)
Acquisition accounting / basis difference						(4,170)						(3,964)
Restricted marketable securities and derivatives						(1,983)						(2,087)
Capitalized interest						(1,357)						(1,294)
Other						(6,577)						(14,200)
Deferred tax liabilities						$	(463,431)					$	(261,973)
Net deferred tax assets						$	154,112					$	100,048

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.

The following table shows changes in the valuation allowance against our deferred tax assets during the years ended December 31, 2024, 2023, and 2022 (in thousands):

						2024						2023						2022
Valuation allowance, beginning of year						$	149,424					$	135,763					$	123,917
Additions						24,445						15,109						58,922
Reversals						(6,003)						(1,448)						(47,076)
Valuation allowance, end of year						$	167,866					$	149,424					$	135,763

We maintained a valuation allowance of $167.9 million and $149.4 million as of December 31, 2024 and 2023, 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, 2024, the valuation allowance increased by $18.4 million primarily due to current year operating losses in certain jurisdictions, partially offset by the partial release of the valuation allowance in jurisdictions with current year operating income.

As of December 31, 2024, we had federal and aggregate state net operating loss carryforwards of $6.2 million and $143.0 million, respectively. As of December 31, 2023, we had federal and aggregate state net operating loss

carryforwards of $7.6 million and $74.1 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 IRC 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, 2024, we also had U.S. foreign tax credit carryforwards of $22.8 million. If not used, these credits will begin to expire in 2034.

The following table shows a reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions for the years ended December 31, 2024, 2023, and 2022 (in thousands):

						2024						2023						2022
Unrecognized tax benefits, beginning of year						$	16,723					$	14,493					$	7,811
Increases related to prior year tax positions						1,007						2,516						4,569
Decreases related to prior year tax positions						(651)						(437)						—
Decreases from lapse in statute of limitations						—						—						(361)
Decreases relating to settlements with authorities						(4,237)						(2,122)						—
Increases related to current tax positions						11,030						2,273						2,474
Unrecognized tax benefits, end of year						$	23,872					$	16,723					$	14,493

If recognized, $22.3 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, 2024, 2023, and 2022, we recognized interest and penalties of $0.3 million, $0.4 million, and $0.3 million, respectively, related to unrecognized tax benefits.

We are subject to audit by federal, state, local, and foreign tax authorities. We are currently under examination in India, Chile, the United States, and the States of Georgia and Tennessee. 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						2014 - 2023
United States						2016 - 2018; 2020 - 2023
India						2018 - 2023
Singapore						2019 - 2023
Malaysia						2020 - 2023

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.

19. Net Income (Loss) per Share

The calculation of basic and diluted net income (loss) per share for the years ended December 31, 2024, 2023, and 2022 was as follows (in thousands, except per share amounts):

						2024						2023						2022
Basic net income (loss) per share
Numerator:
Net income (loss)						$	1,292,044					$	830,777					$	(44,166)
Denominator:
Weighted-average common shares outstanding						107,015						106,795						106,551
Diluted net income (loss) per share
Denominator:
Weighted-average common shares outstanding						107,015						106,795						106,551
Effect of restricted stock and performance units						510						577						—
Weighted-average shares used in computing diluted net income (loss) per share						107,525						107,372						106,551
Net income (loss) per share:
Basic						$	12.07					$	7.78					$	(0.41)
Diluted						$	12.02					$	7.74					$	(0.41)

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, 2024, 2023, and 2022 as such shares would have had an anti-dilutive effect (in thousands):

						2024						2023						2022
Anti-dilutive shares						—						—						576

20. Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss, net of tax, for the year ended December 31, 2024 (in thousands):

						Foreign Currency Translation Adjustment						Unrealized Loss on Marketable Securities and Restricted Marketable Securities						Unrealized (Loss) Gain on Derivative Contracts						Total
Balance as of December 31, 2023						$	(118,366)					$	(54,610)					$	(1,155)					$	(174,131)
Other comprehensive loss before reclassifications						(13,594)						(1,975)						(1,196)						(16,765)
Amounts reclassified from accumulated other comprehensive loss						4,664						(11)						2,323						6,976
Net tax effect						—						113						(251)						(138)
Net other comprehensive (loss) income						(8,930)						(1,873)						876						(9,927)
Balance as of December 31, 2024						$	(127,296)					$	(56,483)					$	(279)					$	(184,058)

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, 2024, 2023, and 2022 (in thousands):

Comprehensive Income Components						Income Statement Line Item						2024						2023						2022
Foreign currency translation adjustment:
Foreign currency translation adjustment						Cost of sales						$	—					$	146					$	—
Foreign currency translation adjustment						Gain on sales of businesses, net						—						—						3,756
Foreign currency translation adjustment						Other (expense) income, net						(4,664)						(1,766)						959
Total foreign currency translation adjustment												(4,664)						(1,620)						4,715
Unrealized gain (loss) on marketable securities and restricted marketable securities						Other (expense) income, net						11						(9)						—
Unrealized (loss) gain on derivative contracts:
Commodity swap contracts						Cost of sales						(2,323)						(6,726)						(859)
Foreign exchange forward contracts						Cost of sales						—						—						1,671
Total unrealized (loss) gain on derivative contracts												(2,323)						(6,726)						812
Total (loss) gain reclassified												$	(6,976)					$	(8,355)					$	5,527

21. Segment and Geographical Information

Our only reportable segment is our modules business, which involves the design, manufacture, and sale of CdTe solar modules, which convert sunlight into electricity. Third-party customers of our modules segment include system developers, independent power producers, utilities, commercial and industrial companies, and other system owners and operators. Our residual business operations include certain project development activities, O&M services, the results of operations from PV solar power systems we owned and operated in certain international regions, and the sale of such systems to third-party customers.

Our business is managed by our Chief Executive Officer, who is also considered our chief operating decision maker (“CODM”). Our CODM views sales of solar modules as the primary driver of our consolidated operating results. Our modules segment contributes to our operating results by providing the fundamental technologies and solar modules that drive our business and sales opportunities. Accordingly, our CODM generally makes decisions about allocating resources and assessing performance of the Company based on the gross profit of our modules segment. However, information about our modules 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 provide a reconciliation of certain financial information for our reportable segment to information presented in our consolidated financial statements for the years ended December 31, 2024, 2023, and 2022 (in thousands):

						Year Ended December 31, 2024
						Modules						Other						Consolidated Total
Net sales						$	4,202,733					$	3,556					$	4,206,289
Cost of sales						2,342,045						6,380						2,348,425
Gross profit (loss)						1,860,688						(2,824)						1,857,864
Goodwill						28,335						—						28,335

						Year Ended December 31, 2023
						Modules						Other						Consolidated Total
Net sales						$	3,296,809					$	21,793					$	3,318,602
Cost of sales						2,019,388						(1,465)						2,017,923
Gross profit						1,277,421						23,258						1,300,679
Goodwill						29,687						—						29,687

						Year Ended December 31, 2022
						Modules						Other						Consolidated Total
Net sales						$	2,428,278					$	191,041					$	2,619,319
Cost of sales						2,312,881						236,580						2,549,461
Gross profit (loss)						115,397						(45,539)						69,858
Goodwill						14,462						—						14,462

The following table presents net sales for the years ended December 31, 2024, 2023, and 2022 by geographic region, based on the customer country of invoicing (in thousands):

						2024						2023						2022
United States						$	3,904,844					$	3,187,603					$	2,193,619
India						201,714						10,869						37,215
France						34,370						68,302						67,656
Chile						—						9						173,279
All other foreign countries						65,361						51,819						147,550
Net sales						$	4,206,289					$	3,318,602					$	2,619,319

The following table presents long-lived assets, which include property, plant and equipment, lease assets, and project assets as of December 31, 2024 and 2023 by geographic region, based on the physical location of the assets (in thousands):

						2024						2023
United States						$	3,911,923					$	2,734,952
Malaysia						646,111						718,692
Vietnam						500,568						544,380
India						471,736						478,667
All other foreign countries						52,345						50,492
Long-lived assets						$	5,582,683					$	4,527,183

22. 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, 2024, 2023, and 2022:

						Segment						2024						2023						2022
												% of Net Sales						% of Net Sales						% of Net Sales
Customer #1						Modules						*						10		%				10		%
Customer #2						Modules						*						*						14		%
Customer #3						Modules						*						*						10		%

——————————

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

Supplier Concentration Risk. Several of our key raw materials and components, in particular CdTe and substrate glass, and manufacturing equipment are either single-sourced or sourced from a limited number of suppliers. Failure of any of our key suppliers to perform could disrupt our supply chain and adversely impact our operations by impairing our ability to deliver solar modules to customers in the required quality and quantities and at a price that is profitable to us.

Production Concentration Risk. Shortages of essential components and equipment could occur due to increases in demand or interruptions of supply, which may be exacerbated by the availability of logistics services, thereby adversely affecting our ability to meet customer demand for our products. Our solar modules are currently produced at our facilities in the United States, Malaysia, Vietnam, and India. 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.						8-K						001-33156						5/9/24						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+						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
10.4+						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
10.5+						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
10.6+						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
10.7+						Amendment to Change in Control Severance Agreement						10-Q						001-33156						8/7/13						10.1
10.8						Restricted Cash Assignment of Deposits						10-Q						001-33156						8/6/14						10.2
10.9+						First Solar, Inc. 2015 Omnibus Incentive Compensation Plan						DEF 14A						001-33156						4/8/15						App. A
10.10+						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
10.11+						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
10.12+						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
10.13+						First Solar, Inc. 2020 Omnibus Incentive Compensation Plan						DEF 14A						001-33156						4/1/20						App. A
10.14+						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
10.15+						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

												Incorporated by Reference
Exhibit Number						Exhibit Description						Form						File No.						Date of First Filing						Exhibit Number
10.16+						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
10.17+						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
10.18+						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
10.19+						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
10.20+						First Amendment to Employment Agreement, effective as of January 8, 2021 between First Solar, Inc. and Markus Gloeckler						10-K						001-33156						2/26/21						10.46
10.21+						Form of Performance Unit Award Agreement - Form Perf Unit-014						10-K						001-33156						4/28/22						10.1
10.22+						Form of Grant Notice for 2022-2024 Executive Performance Equity Plan						10-Q						001-33156						4/28/22						10.6
10.23‡§						Finance Agreement between FS India Solar Ventures Private Limited and United States International Development Finance Corporation dated July 27, 2022						10-Q						001-33156						7/28/22						10.7
10.24‡§						Guaranty Agreement, dated August 4, 2022, between First Solar, Inc. and United States International Development Finance Corporation						10-Q						001-33156						10/27/22						10.1
10.25+						Form of Performance Unit Award Agreement - Form Perf Unit-015						10-K						001-33156						2/28/23						10.37
10.26+						Form of Grant Notice for 2023-2025 Executive Performance Equity Plan						10-Q						001-33156						4/27/23						10.1
10.27+						Credit and Guaranty Agreement, dated as of June 30, 2023, among First Solar, Inc., the guarantors from time to time party thereto, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent						8-K						001-33156						7/6/23						10.1
10.28+						Tax Credit Transfer Agreement between First Solar, Inc. and Fiserv, Inc. dated December 22, 2023 (Fixed)						8-K						001-33156						12/27/23						10.1
10.29+						Tax Credit Transfer Agreement between First Solar, Inc. and Fiserv, Inc. dated December 22, 2023 (Variable)						8-K						001-33156						12/27/23						10.2
10.30+						Form of Performance Unit Award Agreement - Form Perf Unit-016						10-K						001-33156						2/27/24						10.30
10.31+						Form of Grant Notice for 2024-2026 Executive Performance Equity Plan						10-Q						001-33156						5/1/24						10.1
10.32+						Amendment No.1 to Guaranty Agreement dated June 21, 2024, between First Solar, Inc. and United States International Development Finance Corporation						10-Q						001-33156						7/30/24						10.1
10.33+						Tax Credit Transfer Agreement between First Solar, Inc. and Visa Inc. dated December 6, 2024 (Fixed)						8-K						001-33156						12/12/24						10.1
10.34+						Tax Credit Transfer Agreement between First Solar, Inc. and Visa Inc. dated December 6, 2024 (Variable)						8-K						001-33156						12/12/24						10.2

												Incorporated by Reference
Exhibit Number						Exhibit Description						Form						File No.						Date of First Filing						Exhibit Number
10.35+*						Form of Performance Unit Award Agreement - Form Perf Unit-017						—						—						—						—
10.36+*						Form of RSU Award Agreement						—						—						—						—
10.37+*						Form of Grant Notice for RSU Award Agreement						—						—						—						—
10.38+*						Form of Option Award Agreement						—						—						—						—
10.39+*						Form of Share Award Agreement						—						—						—						—
10.40+*						Form of Cash Incentive Award Agreement						—						—						—						—
10.41+*						Form of Performance Cash Incentive Award Agreement						—						—						—						—
19.1*						First Solar, Inc. Insider Trading Compliance Policy						—						—						—						—
21.1*						List of Subsidiaries of First Solar, Inc.						—						—						—						—
23.1*						Consent of Independent Registered Public Accounting Firm						—						—						—						—
31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended						—						—						—						—
31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended						—						—						—						—
32.1†						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002						—						—						—						—
97.1						First Solar, Inc. Clawback Policy						10-K						001-33156						2/27/24						97.1
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						—						—						—						—

——————————

+ Management contract, compensatory plan, or arrangement.

‡ Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.

§ Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

• 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.