FSLR » Topics » Overview

This excerpt taken from the FSLR DEF 14A filed Apr 22, 2009.
Overview
 
In this Compensation Discussion and Analysis, the individuals in the Summary Compensation Table set forth after this Compensation Discussion and Analysis are referred to as the “named executive officers.” Our named executive officers for fiscal year 2008 are:
 
  •  Mr. Michael J. Ahearn, chairman and chief executive officer;
 
  •  Mr. Jens Meyerhoff, chief financial officer;
 
  •  Mr. Bruce Sohn, president;
 
  •  Mr. John T. Gaffney, executive vice president and corporate secretary; and
 
  •  Mr. John Carrington, executive vice president, global marketing and business development.


15


Table of Contents

 
The starting point for understanding our compensation decisions is the exponential growth our Company has experienced this year. We commenced production at two plants in Malaysia, surpassed 500 megawatts of production and proceeded apace with our expansion plans in our Kulim, Malaysia and Perrysburg, Ohio manufacturing facilities. We have also been integrating and developing the U.S. engineering, procurement and construction business we acquired at the end of 2007. By the end of 2008, we had more than doubled our global workforce as compared to fiscal 2007, including the addition of Messrs. Gaffney and Carrington, two of our named executive officers.
 
As in years past, our compensation decisions continue to be grounded in our executive compensation policies described below. These policies are designed to attract, motivate and retain the individuals who can best help us to achieve our mission consistent with our core values. We continue to believe that our long-term success depends on our ability to continuously reduce solar electricity costs to expand global markets for solar electricity and extend our competitive cost advantage. This requires that we continue to discover, develop, commercialize and improve a stream of manufacturing process and product improvements; expand our sales and manufacturing volumes to realize economies of scale and cost reductions; and discover and penetrate new markets for solar electricity that extend beyond the traditional subsidy-dependent markets.
 
A key challenge this year was the need to attract accomplished individuals capable of rapidly building the administrative infrastructure to support our growth. Not surprisingly, accomplished people are well-compensated in their current roles and are unwilling to leave their current circumstances without recompense for what they leave behind. In the case of Mr. Gaffney (a former partner at the New York law firm Cravath, Swaine & Moore LLP who was known to us because he served as a corporate legal advisor to the Estate of John T. Walton, our largest stockholder), and Mr. Carrington (an award winning former general manager and chief marketing officer for General Electric Plastics), we bridged the gap with sign-on bonuses paid in cash and equity awards.
 
In 2008, we imposed additional metrics for our senior leadership team, including our named executive officers, in determining our annual bonus payment. As in 2007, the performance bonus of all of our associates, including the named executive officers, was determined based on the Company’s performance on corporate operational metrics that are aligned with our 2008 annual operating plan. In addition, in 2008, we tied the bonus payment multiple of our senior leadership team to additional subjective and objective metrics that were tied to achievement of the Company’s long-term strategy. The purpose of this structure was to keep the organization aligned on day-to-day operating metrics while making it more difficult for our executives to earn their full bonus potential if long-term strategic goals were not achieved. In 2008, this resulted in our senior executives, including our named executive officers, receiving an adjusted bonus multiplier of 1.0 their target bonus percentage while the rest of the organization earned a multiplier of 1.75 of their target bonus percentage.
 
Finally, as described below in our discussion of employment agreements and change in control severance agreements, we amended all executive employment and change in control severance agreements primarily to comply with Section 409A of the Internal Revenue Code (the “Code”).
 
This excerpt taken from the FSLR ARS filed Apr 22, 2009.
Overview
 
We design and manufacture solar modules using a proprietary thin film semiconductor technology that has allowed us to reduce our average solar module manufacturing costs to among the lowest in the world. Each solar module uses a thin layer of cadmium telluride semiconductor material to convert sunlight into electricity. We manufacture our solar modules on high-throughput production lines and we perform all manufacturing steps ourselves in an automated, proprietary, continuous process. During 2006, 2007 and 2008, we sold most of our solar modules to solar power system developers, system integrators and operators headquartered in Germany, France and Spain.
 
Currently, we manufacture our solar modules at our Perrysburg, Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia manufacturing facilities and conduct our research and development activities at our Perrysburg, Ohio manufacturing facility. Our average manufacturing cost per watt has decreased from $2.94 during 2004 to $1.08 during 2008. We define average manufacturing cost per watt as the total manufacturing cost incurred during a period divided by the total watts produced during that period. By continuing to expand production globally and improve our technology and manufacturing process, we believe that we can further reduce our manufacturing costs per watt.
 
We were founded in 1999 to bring an advanced thin film semiconductor process into commercial production through the acquisition of predecessor technologies and the initiation of a research, development and production program that allowed us to improve upon the predecessor technologies and launch commercial operations in January 2002.
 
On February 22, 2006, we were incorporated as a Delaware corporation. Prior to that date, we operated as a Delaware limited liability company.
 
On November 30, 2007, we completed the acquisition of Turner Renewable Energy, LLC, a privately held company which designed and deployed commercial solar projects for utilities and Fortune 500 companies in the United States. We have integrated the operations from this acquisition into our solar power systems and project development business. This business sells solar power systems directly to system owners. These systems include both our solar modules and balance of system components that we procure from third parties. We also sell integrated services related to the development of commercial solar projects in the United States, such as the system design, engineering, procurement of permits and balance of system components, construction management, monitoring and maintenance as part of a system solution delivery. This acquisition has created a platform for our systems business in North America to deliver solar electricity solutions to utility companies. The total consideration for the transaction was $34.3 million (excluding exit and transaction costs of $0.7 million); consisting of $28.0 million in common stock and $6.3 million in cash (see Note 5 to our consolidated financial statements).
 
Our fiscal year ends on the Saturday on or before December 31. All references to fiscal year 2008 relate to the 52 weeks ended December 27, 2008; all references to fiscal year 2007 relate to the 52 weeks ended December 29, 2007; and all references to fiscal year 2006 relate to the 52 weeks ended December 30, 2006. We use a 13 week fiscal quarter.
 
Manufacturing Capacity
 
As of December 27, 2008 we operated 19 production lines at our plants in Perrysburg, Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia. After completion of plant four at our Malaysian manufacturing center and the expansion of our Perrysburg, Ohio plant we will have 24 production lines with an annual global manufacturing capacity of approximately 1145 MW (based on the fourth quarter of 2008 run rate at our existing plants).
 
This excerpt taken from the FSLR DEF 14A filed Apr 22, 2009.
Overview
 
In this Compensation Discussion and Analysis, the individuals in the Summary Compensation Table set forth after this Compensation Discussion and Analysis are referred to as the “named executive officers.” Our named executive officers for fiscal year 2008 are:
 
  •  Mr. Michael J. Ahearn, chairman and chief executive officer;
 
  •  Mr. Jens Meyerhoff, chief financial officer;
 
  •  Mr. Bruce Sohn, president;
 
  •  Mr. John T. Gaffney, executive vice president and corporate secretary; and
 
  •  Mr. John Carrington, executive vice president, global marketing and business development.


15


Table of Contents

 
The starting point for understanding our compensation decisions is the exponential growth our Company has experienced this year. We commenced production at two plants in Malaysia, surpassed 500 megawatts of production and proceeded apace with our expansion plans in our Kulim, Malaysia and Perrysburg, Ohio manufacturing facilities. We have also been integrating and developing the U.S. engineering, procurement and construction business we acquired at the end of 2007. By the end of 2008, we had more than doubled our global workforce as compared to fiscal 2007, including the addition of Messrs. Gaffney and Carrington, two of our named executive officers.
 
As in years past, our compensation decisions continue to be grounded in our executive compensation policies described below. These policies are designed to attract, motivate and retain the individuals who can best help us to achieve our mission consistent with our core values. We continue to believe that our long-term success depends on our ability to continuously reduce solar electricity costs to expand global markets for solar electricity and extend our competitive cost advantage. This requires that we continue to discover, develop, commercialize and improve a stream of manufacturing process and product improvements; expand our sales and manufacturing volumes to realize economies of scale and cost reductions; and discover and penetrate new markets for solar electricity that extend beyond the traditional subsidy-dependent markets.
 
A key challenge this year was the need to attract accomplished individuals capable of rapidly building the administrative infrastructure to support our growth. Not surprisingly, accomplished people are well-compensated in their current roles and are unwilling to leave their current circumstances without recompense for what they leave behind. In the case of Mr. Gaffney (a former partner at the New York law firm Cravath, Swaine & Moore LLP who was known to us because he served as a corporate legal advisor to the Estate of John T. Walton, our largest stockholder), and Mr. Carrington (an award winning former general manager and chief marketing officer for General Electric Plastics), we bridged the gap with sign-on bonuses paid in cash and equity awards.
 
In 2008, we imposed additional metrics for our senior leadership team, including our named executive officers, in determining our annual bonus payment. As in 2007, the performance bonus of all of our associates, including the named executive officers, was determined based on the Company’s performance on corporate operational metrics that are aligned with our 2008 annual operating plan. In addition, in 2008, we tied the bonus payment multiple of our senior leadership team to additional subjective and objective metrics that were tied to achievement of the Company’s long-term strategy. The purpose of this structure was to keep the organization aligned on day-to-day operating metrics while making it more difficult for our executives to earn their full bonus potential if long-term strategic goals were not achieved. In 2008, this resulted in our senior executives, including our named executive officers, receiving an adjusted bonus multiplier of 1.0 their target bonus percentage while the rest of the organization earned a multiplier of 1.75 of their target bonus percentage.
 
Finally, as described below in our discussion of employment agreements and change in control severance agreements, we amended all executive employment and change in control severance agreements primarily to comply with Section 409A of the Internal Revenue Code (the “Code”).
 
These excerpts taken from the FSLR 10-K filed Feb 25, 2009.
Overview
 
We design and manufacture solar modules using a proprietary thin film semiconductor technology that has allowed us to reduce our average solar module manufacturing costs to among the lowest in the world. Each solar module uses a thin layer of cadmium telluride semiconductor material to convert sunlight into electricity. We manufacture our solar modules on high-throughput production lines and we perform all manufacturing steps ourselves in an automated, proprietary, continuous process. During 2006, 2007 and 2008, we sold most of our solar modules to solar power system developers, system integrators and operators headquartered in Germany, France and Spain.
 
Currently, we manufacture our solar modules at our Perrysburg, Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia manufacturing facilities and conduct our research and development activities at our Perrysburg, Ohio manufacturing facility. Our average manufacturing cost per watt has decreased from $2.94 during 2004 to $1.08 during 2008. We define average manufacturing cost per watt as the total manufacturing cost incurred during a period divided by the total watts produced during that period. By continuing to expand production globally and improve our technology and manufacturing process, we believe that we can further reduce our manufacturing costs per watt.
 
We were founded in 1999 to bring an advanced thin film semiconductor process into commercial production through the acquisition of predecessor technologies and the initiation of a research, development and production program that allowed us to improve upon the predecessor technologies and launch commercial operations in January 2002.
 
On February 22, 2006, we were incorporated as a Delaware corporation. Prior to that date, we operated as a Delaware limited liability company.
 
On November 30, 2007, we completed the acquisition of Turner Renewable Energy, LLC, a privately held company which designed and deployed commercial solar projects for utilities and Fortune 500 companies in the United States. We have integrated the operations from this acquisition into our solar power systems and project development business. This business sells solar power systems directly to system owners. These systems include both our solar modules and balance of system components that we procure from third parties. We also sell integrated services related to the development of commercial solar projects in the United States, such as the system design, engineering, procurement of permits and balance of system components, construction management, monitoring and maintenance as part of a system solution delivery. This acquisition has created a platform for our systems business in North America to deliver solar electricity solutions to utility companies. The total consideration for the transaction was $34.3 million (excluding exit and transaction costs of $0.7 million); consisting of $28.0 million in common stock and $6.3 million in cash (see Note 5 to our consolidated financial statements).
 
Our fiscal year ends on the Saturday on or before December 31. All references to fiscal year 2008 relate to the 52 weeks ended December 27, 2008; all references to fiscal year 2007 relate to the 52 weeks ended December 29, 2007; and all references to fiscal year 2006 relate to the 52 weeks ended December 30, 2006. We use a 13 week fiscal quarter.
 
Manufacturing Capacity
 
As of December 27, 2008 we operated 19 production lines at our plants in Perrysburg, Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia. After completion of plant four at our Malaysian manufacturing center and the expansion of our Perrysburg, Ohio plant we will have 24 production lines with an annual global manufacturing capacity of approximately 1145 MW (based on the fourth quarter of 2008 run rate at our existing plants).
 
Overview
 
We design and manufacture solar modules using a proprietary thin film semiconductor technology that has allowed us to reduce our average solar module manufacturing costs to among the lowest in the world. Each solar module uses a thin layer of cadmium telluride semiconductor material to convert sunlight into electricity. We manufacture our solar modules on high-throughput production lines and we perform all manufacturing steps ourselves in an automated, proprietary, continuous process. During 2006, 2007 and 2008, we sold most of our solar modules to solar power system developers, system integrators and operators headquartered in Germany, France and Spain.
 
Currently, we manufacture our solar modules at our Perrysburg, Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia manufacturing facilities and conduct our research and development activities at our Perrysburg, Ohio manufacturing facility. Our average manufacturing cost per watt has decreased from $2.94 during 2004 to $1.08 during 2008. We define average manufacturing cost per watt as the total manufacturing cost incurred during a period divided by the total watts produced during that period. By continuing to expand production globally and improve our technology and manufacturing process, we believe that we can further reduce our manufacturing costs per watt.
 
We were founded in 1999 to bring an advanced thin film semiconductor process into commercial production through the acquisition of predecessor technologies and the initiation of a research, development and production program that allowed us to improve upon the predecessor technologies and launch commercial operations in January 2002.
 
On February 22, 2006, we were incorporated as a Delaware corporation. Prior to that date, we operated as a Delaware limited liability company.
 
On November 30, 2007, we completed the acquisition of Turner Renewable Energy, LLC, a privately held company which designed and deployed commercial solar projects for utilities and Fortune 500 companies in the United States. We have integrated the operations from this acquisition into our solar power systems and project development business. This business sells solar power systems directly to system owners. These systems include both our solar modules and balance of system components that we procure from third parties. We also sell integrated services related to the development of commercial solar projects in the United States, such as the system design, engineering, procurement of permits and balance of system components, construction management, monitoring and maintenance as part of a system solution delivery. This acquisition has created a platform for our systems business in North America to deliver solar electricity solutions to utility companies. The total consideration for the transaction was $34.3 million (excluding exit and transaction costs of $0.7 million); consisting of $28.0 million in common stock and $6.3 million in cash (see Note 5 to our consolidated financial statements).
 
Our fiscal year ends on the Saturday on or before December 31. All references to fiscal year 2008 relate to the 52 weeks ended December 27, 2008; all references to fiscal year 2007 relate to the 52 weeks ended December 29, 2007; and all references to fiscal year 2006 relate to the 52 weeks ended December 30, 2006. We use a 13 week fiscal quarter.
 
Manufacturing Capacity
 
As of December 27, 2008 we operated 19 production lines at our plants in Perrysburg, Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia. After completion of plant four at our Malaysian manufacturing center and the expansion of our Perrysburg, Ohio plant we will have 24 production lines with an annual global manufacturing capacity of approximately 1145 MW (based on the fourth quarter of 2008 run rate at our existing plants).
 
Overview
 
We design and manufacture solar modules using a proprietary thin film semiconductor technology that has allowed us to reduce our average solar module manufacturing costs to among the lowest in the world. Each solar module uses a thin layer of cadmium telluride semiconductor material to convert sunlight into electricity. We manufacture our solar modules on high-throughput production lines and we perform all manufacturing steps ourselves in an automated, proprietary, continuous process. During 2006, 2007 and 2008, we sold most of our solar modules to solar power system developers, system integrators and operators headquartered in Germany, France and Spain.
 
Currently, we manufacture our solar modules at our Perrysburg, Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia manufacturing facilities and conduct our research and development activities at our Perrysburg, Ohio manufacturing facility. Our average manufacturing cost per watt has decreased from $2.94 during 2004 to $1.08 during 2008. We define average manufacturing cost per watt as the total manufacturing cost incurred during a period divided by the total watts produced during that period. By continuing to expand production globally and improve our technology and manufacturing process, we believe that we can further reduce our manufacturing costs per watt.
 
We were founded in 1999 to bring an advanced thin film semiconductor process into commercial production through the acquisition of predecessor technologies and the initiation of a research, development and production program that allowed us to improve upon the predecessor technologies and launch commercial operations in January 2002.
 
On February 22, 2006, we were incorporated as a Delaware corporation. Prior to that date, we operated as a Delaware limited liability company.
 
On November 30, 2007, we completed the acquisition of Turner Renewable Energy, LLC, a privately held company which designed and deployed commercial solar projects for utilities and Fortune 500 companies in the United States. We have integrated the operations from this acquisition into our solar power systems and project development business. This business sells solar power systems directly to system owners. These systems include both our solar modules and balance of system components that we procure from third parties. We also sell integrated services related to the development of commercial solar projects in the United States, such as the system design, engineering, procurement of permits and balance of system components, construction management, monitoring and maintenance as part of a system solution delivery. This acquisition has created a platform for our systems business in North America to deliver solar electricity solutions to utility companies. The total consideration for the transaction was $34.3 million (excluding exit and transaction costs of $0.7 million); consisting of $28.0 million in common stock and $6.3 million in cash (see Note 5 to our consolidated financial statements).
 
Our fiscal year ends on the Saturday on or before December 31. All references to fiscal year 2008 relate to the 52 weeks ended December 27, 2008; all references to fiscal year 2007 relate to the 52 weeks ended December 29, 2007; and all references to fiscal year 2006 relate to the 52 weeks ended December 30, 2006. We use a 13 week fiscal quarter.
 
Manufacturing Capacity
 
As of December 27, 2008 we operated 19 production lines at our plants in Perrysburg, Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia. After completion of plant four at our Malaysian manufacturing center and the expansion of our Perrysburg, Ohio plant we will have 24 production lines with an annual global manufacturing capacity of approximately 1145 MW (based on the fourth quarter of 2008 run rate at our existing plants).
 
Overview


 



We design and manufacture solar modules using a proprietary thin
film semiconductor technology that has allowed us to reduce our
average solar module manufacturing costs to among the lowest in
the world. Each solar module uses a thin layer of cadmium
telluride semiconductor material to convert sunlight into
electricity. We manufacture our solar modules on high-throughput
production lines and we perform all manufacturing steps
ourselves in an automated, proprietary, continuous process.
During 2006, 2007 and 2008, we sold most of our solar modules to
solar power system developers, system integrators and operators
headquartered in Germany, France and Spain.


 



Currently, we manufacture our solar modules at our Perrysburg,
Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia manufacturing
facilities and conduct our research and development activities
at our Perrysburg, Ohio manufacturing facility. Our average
manufacturing cost per watt has decreased from $2.94 during 2004
to $1.08 during 2008. We define average manufacturing cost per
watt as the total manufacturing cost incurred during a period
divided by the total watts produced during that period. By
continuing to expand production globally and improve our
technology and manufacturing process, we believe that we can
further reduce our manufacturing costs per watt.


 



We were founded in 1999 to bring an advanced thin film
semiconductor process into commercial production through the
acquisition of predecessor technologies and the initiation of a
research, development and production program that allowed us to
improve upon the predecessor technologies and launch commercial
operations in January 2002.


 



On February 22, 2006, we were incorporated as a Delaware
corporation. Prior to that date, we operated as a Delaware
limited liability company.


 



On November 30, 2007, we completed the acquisition of
Turner Renewable Energy, LLC, a privately held company which
designed and deployed commercial solar projects for utilities
and Fortune 500 companies in the United States. We have
integrated the operations from this acquisition into our solar
power systems and project development business. This business
sells solar power systems directly to system owners. These
systems include both our solar modules and balance of system
components that we procure from third parties. We also sell
integrated services related to the development of commercial
solar projects in the United States, such as the system design,
engineering, procurement of permits and balance of system
components, construction management, monitoring and maintenance
as part of a system solution delivery. This acquisition has
created a platform for our systems business in North America to
deliver solar electricity solutions to utility companies. The
total consideration for the transaction was $34.3 million
(excluding exit and transaction costs of $0.7 million);
consisting of $28.0 million in common stock and
$6.3 million in cash (see Note 5 to our consolidated
financial statements).


 



Our fiscal year ends on the Saturday on or before
December 31. All references to fiscal year 2008 relate to
the 52 weeks ended December 27, 2008; all references
to fiscal year 2007 relate to the 52 weeks ended
December 29, 2007; and all references to fiscal year 2006
relate to the 52 weeks ended December 30, 2006. We use
a 13 week fiscal quarter.


 




Manufacturing
Capacity



 



As of December 27, 2008 we operated 19 production lines at
our plants in Perrysburg, Ohio, Frankfurt/Oder, Germany and
Kulim, Malaysia. After completion of plant four at our Malaysian
manufacturing center and the expansion of our Perrysburg, Ohio
plant we will have 24 production lines with an annual global
manufacturing capacity of approximately 1145 MW (based on the
fourth quarter of 2008 run rate at our existing plants).


 




Overview


 



We design and manufacture solar modules using a proprietary thin
film semiconductor technology that has allowed us to reduce our
average solar module manufacturing costs to among the lowest in
the world. Each solar module uses a thin layer of cadmium
telluride semiconductor material to convert sunlight into
electricity. We manufacture our solar modules on high-throughput
production lines and we perform all manufacturing steps
ourselves in an automated, proprietary, continuous process.
During 2006, 2007 and 2008, we sold most of our solar modules to
solar power system developers, system integrators and operators
headquartered in Germany, France and Spain.


 



Currently, we manufacture our solar modules at our Perrysburg,
Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia manufacturing
facilities and conduct our research and development activities
at our Perrysburg, Ohio manufacturing facility. Our average
manufacturing cost per watt has decreased from $2.94 during 2004
to $1.08 during 2008. We define average manufacturing cost per
watt as the total manufacturing cost incurred during a period
divided by the total watts produced during that period. By
continuing to expand production globally and improve our
technology and manufacturing process, we believe that we can
further reduce our manufacturing costs per watt.


 



We were founded in 1999 to bring an advanced thin film
semiconductor process into commercial production through the
acquisition of predecessor technologies and the initiation of a
research, development and production program that allowed us to
improve upon the predecessor technologies and launch commercial
operations in January 2002.


 



On February 22, 2006, we were incorporated as a Delaware
corporation. Prior to that date, we operated as a Delaware
limited liability company.


 



On November 30, 2007, we completed the acquisition of
Turner Renewable Energy, LLC, a privately held company which
designed and deployed commercial solar projects for utilities
and Fortune 500 companies in the United States. We have
integrated the operations from this acquisition into our solar
power systems and project development business. This business
sells solar power systems directly to system owners. These
systems include both our solar modules and balance of system
components that we procure from third parties. We also sell
integrated services related to the development of commercial
solar projects in the United States, such as the system design,
engineering, procurement of permits and balance of system
components, construction management, monitoring and maintenance
as part of a system solution delivery. This acquisition has
created a platform for our systems business in North America to
deliver solar electricity solutions to utility companies. The
total consideration for the transaction was $34.3 million
(excluding exit and transaction costs of $0.7 million);
consisting of $28.0 million in common stock and
$6.3 million in cash (see Note 5 to our consolidated
financial statements).


 



Our fiscal year ends on the Saturday on or before
December 31. All references to fiscal year 2008 relate to
the 52 weeks ended December 27, 2008; all references
to fiscal year 2007 relate to the 52 weeks ended
December 29, 2007; and all references to fiscal year 2006
relate to the 52 weeks ended December 30, 2006. We use
a 13 week fiscal quarter.


 




Manufacturing
Capacity



 



As of December 27, 2008 we operated 19 production lines at
our plants in Perrysburg, Ohio, Frankfurt/Oder, Germany and
Kulim, Malaysia. After completion of plant four at our Malaysian
manufacturing center and the expansion of our Perrysburg, Ohio
plant we will have 24 production lines with an annual global
manufacturing capacity of approximately 1145 MW (based on the
fourth quarter of 2008 run rate at our existing plants).


 




Overview


 



We design and manufacture solar modules using a proprietary thin
film semiconductor technology that has allowed us to reduce our
average solar module manufacturing costs to among the lowest in
the world. Each solar module uses a thin layer of cadmium
telluride semiconductor material to convert sunlight into
electricity. We manufacture our solar modules on high-throughput
production lines and we perform all manufacturing steps
ourselves in an automated, proprietary, continuous process.
During 2006, 2007 and 2008, we sold most of our solar modules to
solar power system developers, system integrators and operators
headquartered in Germany, France and Spain.


 



Currently, we manufacture our solar modules at our Perrysburg,
Ohio, Frankfurt/Oder, Germany and Kulim, Malaysia manufacturing
facilities and conduct our research and development activities
at our Perrysburg, Ohio manufacturing facility. Our average
manufacturing cost per watt has decreased from $2.94 during 2004
to $1.08 during 2008. We define average manufacturing cost per
watt as the total manufacturing cost incurred during a period
divided by the total watts produced during that period. By
continuing to expand production globally and improve our
technology and manufacturing process, we believe that we can
further reduce our manufacturing costs per watt.


 



We were founded in 1999 to bring an advanced thin film
semiconductor process into commercial production through the
acquisition of predecessor technologies and the initiation of a
research, development and production program that allowed us to
improve upon the predecessor technologies and launch commercial
operations in January 2002.


 



On February 22, 2006, we were incorporated as a Delaware
corporation. Prior to that date, we operated as a Delaware
limited liability company.


 



On November 30, 2007, we completed the acquisition of
Turner Renewable Energy, LLC, a privately held company which
designed and deployed commercial solar projects for utilities
and Fortune 500 companies in the United States. We have
integrated the operations from this acquisition into our solar
power systems and project development business. This business
sells solar power systems directly to system owners. These
systems include both our solar modules and balance of system
components that we procure from third parties. We also sell
integrated services related to the development of commercial
solar projects in the United States, such as the system design,
engineering, procurement of permits and balance of system
components, construction management, monitoring and maintenance
as part of a system solution delivery. This acquisition has
created a platform for our systems business in North America to
deliver solar electricity solutions to utility companies. The
total consideration for the transaction was $34.3 million
(excluding exit and transaction costs of $0.7 million);
consisting of $28.0 million in common stock and
$6.3 million in cash (see Note 5 to our consolidated
financial statements).


 



Our fiscal year ends on the Saturday on or before
December 31. All references to fiscal year 2008 relate to
the 52 weeks ended December 27, 2008; all references
to fiscal year 2007 relate to the 52 weeks ended
December 29, 2007; and all references to fiscal year 2006
relate to the 52 weeks ended December 30, 2006. We use
a 13 week fiscal quarter.


 




Manufacturing
Capacity



 



As of December 27, 2008 we operated 19 production lines at
our plants in Perrysburg, Ohio, Frankfurt/Oder, Germany and
Kulim, Malaysia. After completion of plant four at our Malaysian
manufacturing center and the expansion of our Perrysburg, Ohio
plant we will have 24 production lines with an annual global
manufacturing capacity of approximately 1145 MW (based on the
fourth quarter of 2008 run rate at our existing plants).


 




This excerpt taken from the FSLR DEF 14A filed Apr 22, 2008.
Overview
 
The compensation committee of our board of directors, or our compensation committee, has responsibility for establishing and overseeing our compensation program as it applies to our executive officers and for the Company generally.
 
In this Compensation Discussion and Analysis, the individuals in the Summary Compensation Table set forth after this Compensation Discussion and Analysis are referred to as the “named executive officers”. Generally, the types of compensation and benefits provided to the named executive officers are similar to those provided to our other executive officers. The named executive officers for fiscal 2007 are Michael J. Ahearn, our chief executive officer; Bruce Sohn, our president; Jens Meyerhoff, our chief financial officer; Kenneth M. Schultz, our executive vice president, global marketing and business development; and I. Paul Kacir, our vice president and corporate


14


 

secretary. On January 15, 2008, John T. Gaffney joined us as our executive vice president and general counsel and on March 31, 2008, James R. Miller joined us as our executive vice president, product and global supply chain management.
 
This excerpt taken from the FSLR DEF 14A filed Apr 25, 2007.
Overview
 
The compensation committee of our board of directors, or our compensation committee, has responsibility for establishing and overseeing our compensation program as it applies to our executive officers and overseeing the compensation programs for the Company generally.
 
In this Compensation Discussion and Analysis, the individuals in the Summary Compensation Table set forth after this Compensation Discussion and Analysis are referred to as the “named executive officers”. Generally, the types of compensation and benefits provided to the named executive officers are similar to those provided to our other executive officers.
 
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