Operator: earnings call. This call is being webcast live on the investor section of First Solar's website at investor.firstsolar.com. All participants are in a listen-only mode, and please note that today's call is being recorded. I would now like to turn the conference over to your host, Byron Jeffers, Head of Investor Relations. Please go ahead, sir.
Byron Jeffers: Good afternoon, and thank you for joining us on today's earnings call. Joining me are our Chief Executive Officer, Mark Whitmar, and and our Chief Financial Officer, Alex Bradley. During this call, we will review our quarterly results and share our outlook for the remainder of the year. After our prepared remarks, we'll open the line for questions. Before we begin, please note that some statements made today are forward-looking and involve risks and uncertainties that could cause actual results to differ materially from management's current expectations. We undertake no obligation to update these statements due to new information or future events. For discussion of factors that could cause these results to differ materially, please refer to today's earnings press release in our most recent annual report on Form 10-K, as supplemented by our other filings with the SEC, including our most recent quarterly report on Form 10-Q. You can find these documents on our website at investa.firstsolar.com. With that, I'll turn it over to Mark.
Mark Whitmar: All right, good afternoon. Thank you for joining us today. Beginning on slide three, I will share some key highlights from Q3 2025. Since our last earnings call, we secured gross bookings of approximately 2.7 gigawatts at a base ASP of 30.9 cents per watt, including 0.4 gigawatts of series seven modules impacted by previously disclosed manufacturing issues booked at an ASP of 29 cents. We terminated 6.6 gigawatts of bookings under multi-year agreements defaulted on by affiliates of BP, a European oil and gas major, at a base ASP of 29.4 cents per watt. As a result, total debooking since the last earnings call were approximately 6.9 gigawatts, And our current expected contracted backlog is approximately 54.5 gigawatts. We delivered a record 5.3 gigawatts of module sales and reported Q3 earnings of $4.24 per diluted share, both near the midpoint of our previous earnings call forecast. Gross cash increased to $2 billion, supported by improved working capital, new bookings deposits, and accelerated customer payments ahead of the effective date for the new beginning of construction guidance. Alex will walk through our financial results in more detail later in the call. From a manufacturing perspective, we produced 3.6 gigawatts of modules in the third quarter, 2.5 gigawatts from our US facilities, and 1.1 gigawatts from our international operations. In Q3, we produced production in Malaysia and Vietnam, primarily due to lower demand driven by the customer default previously mentioned. We continue to advance our domestic capacity expansion, notably at our Louisiana facility, where we initiated production runs and started plant qualification. We have also continued to pursue the enforcement of our intellectual property rights. During the quarter, we made three separate filings requesting that the U.S. Patent and Trademark Office, or PTO, denied petitions filed by affiliates of Canadian Solar, Jinko Solar, and Munda that seek to invalidate our U.S. Topcon patents. Our filings include a reference to comments made earlier this year by the acting director of the PTO who stated, quote, the longer a patent has been in force, the stronger and more settled the patent owner's expectations should be. We believe our ongoing vigorous enforcement of our decade-old U.S. Top 10 patents, which we consider fundamental to producing that technology, is a prime example of a patent holder having settled expectations of the integrity of its IP rights. The view that module manufacturers and their customers and financing parties should strongly consider The potential hurdles of producing, selling, or purchasing modules employing TopCon cell technology is not one held just by us. For example, earlier this quarter, the CEO of ES, Sandri, explained that his company's decision to focus on manufacturing PERC technology was due, at least in part, to the, quote, legal troubles that would be encountered by TopCon producers. Lastly, we're pleased to continue building on our commitment to responsible solar, not simply by exceeding industry norms and sustainability and human rights, but by continuously improving on our own performance. Our Ohio facilities, which previously earned a silver rating in the Responsible Business Alliance's Validated Assessment Program, have progressed to a gold rating in its 2025 audit, which was completed this past quarter. Turning to slide four, I will now provide an update on our manufacturing operations. As it relates to our Alabama facility, two of our domestic glass suppliers faced manufacturing disruptions that limited our ability to operate at full capacity, which impacted Q3 production by approximately 0.2 gigawatts. The primary supply chain issue resulted from throughput limitations due to insufficient initial facility readiness at a new factory, while simultaneously a different supplier experienced unplanned downtime. Corrective actions have been implemented at both suppliers, and our U.S. glass supply base is again positioned to meet our requirements. While now resolved, this resulted in a temporary shortage of cover glass supplied to our Alabama which led to reduced production and increased underutilization charges in the third quarter. Our Louisiana factory has initiated integrated production runs, started plant qualification, and the early stage ramp is slightly ahead of expectations. We anticipate receiving required production certificates in Q4 and will begin shipment at that time. As it relates to our international capacity, We have previously indicated the implementation of the Reconciliation Act earlier this year, as well as the evolving universal and reciprocal tariff environment could potentially support a business case to establish one or more lines in the U.S. to finish front-end production initiated within our international fleet. We have made the decision to establish a new production facility in the United States allowing us to onshore the finishing of Series 6 modules initiated by the company's international factories. While the location is subject to final negotiations, with an announcement expected in the coming weeks, the planned capacity will be 3.7 gigawatts. Production will start at the end of 26 and ramp through the first half of 2027. As we previously noted, Such an investment is expected to enable additional production in the U.S. market that we expect will be fully compliant with forthcoming FIAC guidance, as well as improve the gross margin profile of our sales by reducing tariff charges and logistics costs associated with importing finished goods. Furthermore, we expect that the modules produced at this facility will provide domestic content points benefits for our customers and qualify for 45X module assembly tax credits. We continue to evaluate options for the remainder of our international Series 6 capacity, including options related to long-term U.S. market demand, U.S. market supply, and the global tariff environment. Shifting to the current policy landscape, the U.S. policy and trade environment remains generally favorable. As we have long stated, one of First Solar's key competitive differentiators is the ability to provide certainty to our customers, both in terms of pricing certainty and the certainty of timing the producing and delivering product. These attributes are particularly valuable in the US solar market, where Fiat-compliant suppliers who have domesticated their supply chains and localized their production capabilities provide the surest pathway to enable developers to realize tax benefits and to mitigate the exposure of project pro formas to both the imposition of tariffs and the risk to project schedules associated with relying on imported products. A number of trade and policy developments over the quarter amplified these competitive indicators. In August, the U.S. Court of International Trade ruled that The Biden administration's two-year suspension of circumvention-related anti-dumping and countervailing duties was unlawful, paving the way for possible retrospective duty payments on solar imports brought into the United States between June 22 and June 24. Also during the quarter, the U.S. International Trade Commission issued a preliminary affirmative determination in an anti-dumping and countervailing duty case known as Solar 4. Bad imports of crystalline silicon cells and modules from India, Indonesia, and Laos are causing material injury to the U.S. solar industry. In addition to a range of alleged illegal subsidies, the petitioners identified dumping margins of approximately 90% for Indonesia, approximately 247% for Laos, and approximately 215% for India. Also during the quarter, U.S. Customs and Border Protection issued a notice of initiation of investigation and interim measures against an affiliate of Wahwe Solar in response to a claim submitted by the American Alliance for Solar Manufacturing Trade Committee, of which First Solar is a member, that Wahwe has effectively trans-shipped Chinese solar cells and modules into the United States through India. In addition, we, together with the rest of the industry, are awaiting the results of the administration's 232 polysilicon and derivative investigation, including the potential for incremental tariffs impacting the crystalline silicon supply chain. From a policy perspective, the industry also awaits guidance from the administration related to project impacts from foreign entity of concern or fiat procurement, which may be delayed as a result of the ongoing government shutdown. In short, there continues to be mounting headwinds or uncertainties for U.S. developers associated with procurement dependent on Chinese crystalline silicon supply chain, which we believe enhances the value proposition of our vertically integrated production capabilities. It also validates our approximately $4.5 billion investment strategy of expanding our U.S. manufacturing production and reshoring supply chains, which began in the first Trump administration and continues through the current Trump administration with our most recent facility currently ramping in Louisiana and the announcement of our new U.S. finishing line. This activity places us uniquely at the intersection of several of the administration's key priorities, including those related to domestic manufacturing job creation, American energy and energy affordability, and serving among the generation solutions that enable the U.S. to win the artificial intelligence race against China. Turning to India, since our last earnings call, there have been several notable policy deployments. First, significantly, the application of tariff rate for imports of finished models into the U.S. was increased to 50%. We continue to monitor dialogue between the U.S. and Indian government related to a potential bilateral trade treaty easing of tariffs between the two countries. As it relates to the country's domestic market, the Indian government continues to promote its domestic renewable energy value chain by progressively including cells, and the remit of the approved list of models and manufacturers under a recently announced List 2. Inclusion in the list becomes mandatory for solar OEMs to sell into key segments of the domestic market, effective June of 26. Notably, First Solar was automatically qualified in this list, which was released in August of 25. The Indian government also released stakeholder consultation in September of 25 related to a further extension of the ALMM regulations to include domestically made wafers for potential deployment after June of 2028. Once again, First Solar India's production is expected to automatically qualify. We anticipate that these regulations will progressively strengthen our position in the Indian market by leveling the playing field. And I'll turn the call over to Alex to discuss shipments, bookings, Q3 financials, and guidance.
Alex Bradley: Thanks, Mark. Beginning on slide five, as of December 31, 2024, our contracted backlog totaled 68.5 gigawatts, valued at $20.5 billion, or approximately $0.29.9 per watt. Through Q3, we recognized 11.8 gigawatts in module sales and recorded gross bookings of approximately 5.1 gigawatts. This included four gigawatts booked between the enactment of the reconciliation bill in early July and the September 2nd effective date for the new commenced construction guidance. Since our last earnings call, we had gross bookings of 2.7 gigawatts and an average selling price of 30.9 cents per watt. This includes approximately 0.4 gigawatts of Series 7 modules impacted by previously disclosed manufacturing issues, booked at an ASP of 29 cents per watt. The remaining bookings, 2.1 gigawatts, were sold into the U.S. market at a blended ASP of 32.5 cents per watt. As a reminder, a significant portion of our contracted backlog includes pricing adjustments that may increase the base ASP, contingent upon achieving specific milestones within our technology roadmap by the time of delivery. Accordingly, the ASP is presented to exclude potential adjustments related to module bin, freight overages, commodity price fluctuations, committed wattage, U.S. content volumes, and tariff changes. Our recent booking schedule for delivery in periods where such milestones could be met, the potential value is reflected in our backlog as an opportunity rather than the base ASP represented. For example, among recent bookings, we secured a 0.6 gigawatt order for 2027 delivery at an ASP of 31.6 cents per watt, with the potential for an incremental 4.6 cents per watt contingent on achieving specific milestones within our technology roadmap. Demand in the US remains strong. However, we recorded full year de-bookings totaling 8.1 gigawatts as of September 30th, including 6.9 gigawatts in the third quarter. The majority of these were driven by contract terminations with affiliates of BP, which accounted for 6.6 gigawatts. Note, aside from the contract terminations with the BP affiliates, a number of other terminations were for project specific reasons as opposed to reflecting customer pivots from solar project development generally. For example, our Q3 bookings include volume expected to be delivered to a customer who terminated a project in 2024, but is recommitted to solar development in 2025, continues to source its module supply with First Solar. In addition, we're currently in active negotiations for the procurement of new volume with another customer who previously terminated a contract with us for a specific project of theirs earlier this year. In both cases, these customers satisfied their termination payment obligations. In prior calls, we highlighted the emerging risk of a strategic shift concerning multinational oil and gas and power and utilities companies, particularly those based in Europe, with some moving away from renewables project development and back towards fossil fuel investments. On September 30th, First Solar filed a lawsuit against BP Solar Holding LLC and its affiliate Light Source Renewable Energy Trading, following their failure to cure multiple breaches of contractual obligations. According to public reports published earlier in the year, BP has been looking to divest its interest in its renewables development arm. Despite agreements to purchase approximately 1.9 billion or 6.6 gigawatts of solar modules, these BP affiliates did not meet required payment obligations or provide required payment security. After issuing default notices and providing opportunities to cure, we terminated the contract, which entitles us to approximately $385 million in termination payments. Of this amount, we've recognized $61 million in previously collected down payments as revenue. We're seeking monetary damages, which includes approximately $324 million in remaining termination payments, along with certain other receivables for solar modules previously delivered and interest. And it's realized the $324 million we recognized as revenue. We were ready, willing, and able to continue fulfilling our contractual obligations to these BP affiliates, and are disappointed that we must resort to litigation. Modules that are subject to the contract breach are a mix of domestic and international product, most of which were scheduled to be produced in Q3 and future courses for deliveries expected to extend into 2029. We're working to address the planned allocation of module inventory that could have been delivered to the BP affiliates if not for their contract breach. With respect to such planned future module production, the market for these modules may be constrained by the U.S., Indian, and European policy and market conditions discussed on the February earnings call, and has since been further exacerbated in the U.S. with our traditional utility-scale customer experiencing transmission and permitting-related challenges, in large part due to the constraints reflected in the July Department of Interior memo related to renewables project development, the ongoing government shutdown, and the impact of tariffs. Note these same factors, which are further exacerbated by the breach of contract to these BP affiliates, given our loss of contracted offtake for the product, may drive further underutilization charges being realized in 2026. to relate to our Southeast Asian production facilities for the planned module volume expected to be delivered to these BP affiliates. As a result, our quarter-end contracted backlog stood at 53.7 gigawatts, valued at 16.4 billion, or approximately 30.5 cents per watt. And as of today, our total expected contracted backlog stands at 54.5 gigawatts, excluding any volume sold after the end of the quarter. Moving to slide six, our total pipeline and mid- to late-stage booking opportunities remain strong, with bookings opportunities of 79.2 gigawatts and mid- to late-stage booking opportunities of 17.8 gigawatts. Our mid- to late-stage pipeline includes 4.1 gigawatts of opportunities that are contracted subject to conditions precedent. As a reminder, signed contracts in India will not be recognized as bookings until we receive full security against the office. I'll now cover our third quarter financial results in slide seven. We recognized 5.3 gigawatts of module sales during the quarter, including 2.5 gigawatts from our U.S. manufacturing facilities. Our net sales totaled 1.6 billion, representing an increase of 0.5 billion compared to the prior quarter. This increase was primarily driven by higher shipment volumes and the anticipated back-weighted profile of deliveries over the course of the year. Our sales included 81 million in contract termination payments, with 61 million related to the contract breach with the BV affiliates. This amount was recognized from existing cash deposits. Gross margin for the quarter was 38%, a decrease from 46% in the prior quarter. This decrease is primarily due to a lower mix of modules sold from our US manufacturing facilities, which benefit from Section 45X tax credits. Additionally, we incurred higher underutilization costs due to continued production curtailments in Southeast Asia, the BP affiliate's termination, and glass supply chain disruption at our Alabama facility. As an update on warranty-related matters, we've resolved certain obligations and advanced negotiations with additional customers regarding manufacturing issues affecting select Series 7 modules produced prior to 2025. Based on our settlement experience, the estimated number of affected modules and projections of probable remediation costs, we believe a reasonable estimate of potential future losses will range from approximately $50 million to $90 million. Within this range, we've recorded a specific warranty liability of $65 million, an increase of 9 million from our prior estimate, representing our best estimate of expected future losses associated with these manufacturing issues. As of the end of the third quarter, we maintain approximately 0.6 gigawatts of potentially impacted Series 7 inventory, including 0.2 gigawatts under contract and included in our backlog. SG&A R&D and production startup expense totaled 145 million in the third quarter, an increase of approximately 6 million compared to the second quarter. This increase was primarily driven by startup costs associated with the accelerated ramp-up of our Louisiana facility, aimed at providing resiliency to our U.S. production for the year. Operating income for the quarter was $466 million, which included $138 million in depreciation, amortization, and accretion, $49 million in rampant underutilization costs, $37 million in production startup expense, and $7 million in share-based compensation. Non-operating income resulted in a net expense of $6 million in the third quarter, representing a decrease of approximately $4 million compared to the prior quarter. This was primarily driven by higher interest income as a result of an increase in investable cash, cash equivalents, and marketable securities. Tax expense for the third quarter was $4 million compared to tax expense of $10 million in the second quarter. This decrease in tax expense was primarily driven by a $19 million discrete tax benefit associated with the acceptance of a filing position on an amended tax return in a foreign jurisdiction, partially offset by higher pre-tax income. This resulted in a third quarter earnings of $4.24 per diluted share. Turning to slide eight, I'll discuss select balance sheet items and summary cash flow information. At the end of Q3, our total cash, cash equivalents, restricted cash, and marketable securities stood at $2 billion, an increase of approximately $0.8 billion from Q2, driven by improved working capital, new bookings deposits, and accelerated customer payments ahead of the effective date for new beginning of construction guidance. As disclosed in our Form 8K, on October 20th, 2025, we executed two Section 45X tax credit transfer agreements, totaling up to $775 million in tax credits. A fixed agreement for the sale of 600 million tax credits at a purchase price of $573 million, payable by year-end, a variable agreement for sale of up to $175 million in tax credits, the payment expected in Q1 2026. These transactions highlight the liquidity of the 45X credit market and strengthen our near-term liquidity to support our technology roadmap and expansion priorities. Accounts receivable decreased sequentially driven by higher cash collections. Quarter-end total overdue balances were approximately $334 million, including a deferred payment settlement of $93 million with a customer, for which interest payments remain current. In addition, we have approximately 70 million in uncollected receivables related to termination payments. We currently have 82 million accounts receivable for delivered modules that are aged and past due with the aforementioned BP affiliates. This does not include any additional anticipated proceeds from potential recoveries associated with their breach of contract. Although termination payments remain contractually due, these balances are expected to persist pending the resolution of arbitration and litigation. In all instances of contract termination, we're actively pursuing all available remedies, including arbitration and litigation, to enforce our contractual rights and recover amounts owed. Deferred revenue increased by 395 million, primarily due to accelerated customer payments ahead of the effective date for new beginning of construction guidance, partially offset by revenue recognized from delivered modules and termination payments. Capital expenditures totaled 204 million in Q3, mainly driven by investments in our Louisiana facility, where we initiated production runs and started plant qualifications. As a result, our net cash position increased by approximately $0.9 billion to $1.5 billion. Before addressing our updated guidance, I'd like to revisit the policy and trade environment that shapes our operational decisions throughout the year. These evolving dynamics influenced our strategy, impacted quarterly performance, and informed our adjustments to forward guidance. Our 2025 shipment profile required sustained production to fulfill contractual commitments concentrated in the second half of the year amid significant trade and tariff uncertainty. During this period, we navigated a range of potential tariff scenarios, customer negotiations, and regulatory developments, including Section 232 actions, FEOC restrictions, and ADCVD investigations. At one point, we managed two possible tariff regimes, a continuation of a 10% universal tariff where adoption of reciprocal tariffs initially set at 26% for India, 24% for Malaysia, and 46% for Vietnam, later amended to 50%, 19%, and 20%, respectively. Our strategy has been to maintain sufficient capacity to fulfill international module commitments and to actively pursue tariff recoveries from customers, at the same time as temporarily curtailing or idling capacity and recording underutilization in circumstances where tariff recovery was unlikely and module sale economics would be challenged. The upper end of our prior guidance assumes sustained production with partial tariff recoveries, whereas the lower end reflected risks by termination-related impacts, including additional underutilization costs and margin erosion from terminated contracts. Three significant updates drive our revised guidance ranges today. Firstly, the decision announced today to establish a new 3.7 gigawatt U.S. production facility enabling us to onshore finishing for Series 6 modules initiated by our international fleet will result in approximately $330 million of total program direct spend, including approximately $260 million of capital expenditures and approximately $70 million of non-capitalized expense associated with equipment deinstallation, cleaning, packaging, shipping, import tariffs, and reinstallation. Of this, we expect an incremental $26 million of CAPEX and $2 million of production startup expense in 2025. In addition, we forecast approximately 10 million of incremental indirect charges in 2025 associated with this decision, including severance and asset impairment expenses. As previously noted, we continue to evaluate options for our remaining Malaysia and Vietnam facilities. Today's guidance excludes any additional costs associated with potential restructuring charges or asset impairments that may impact 2025 or future operating results. Secondly, as it relates to the termination of contracts with affiliates of BP, the loss of gross margin assumed in 2025 was largely offset by the termination payment recorded in Q3. Increased underutilization expenses from reduced plant throughput, as we curtail production given this termination of demand, were incorporated in the low end of our guidance range. Thirdly, as previously discussed, simultaneous incidents of two of our glass suppliers led to a shortage of glass available at our Alabama facility in Q3. This reduced full year production by approximately 0.2 gigawatts, resulting in a reduction to gross margin and section 45X tax credits and increased underutilization costs. Turning to slide nine, I'll now outline the key updates to our 2025 guidance ranges, which incorporate the cascading impact of our third quarter operational and financial results. Our net sales guidance is projected at 4.95 to 5.20 billion. reflecting a downward revision of approximately 0.5 gigawatts from the top end of our prior guidance. This adjustment primarily reflects reduced international volume sold due to customer terminations, partially offset by termination payments, as well as 0.5 gigawatt reduction in assumed domestic India sales, following a mid-year redirection of India product from the U.S. market to the domestic book and bill market, driven by the high tariff for imports into the U.S. Additionally, U.S. manufactured volume sold is expected to decrease 0.2 gigawatts at the high end of the guide as a result of Q3 glass supply constraints at our Alabama facility, partially offset by 0.1 gigawatts at the low end by expected increased supply from our Louisiana factory. Growth margins are expected to be between $2.1 and $2.2 billion, or approximately 42%. This includes approximately $1.56 to $1.59 billion of Section 45X tax credits, and 155 to 165 million of ramp and underutilization costs. The bottom end of our previous guide has increased significantly due to further curtailment of our Southeast Asia manufacturing capacity following the contract terminations by affiliates of BP. SG&A and R&D combined expense is expected to total 425 to 445 million, and total operating expenses, which include 90 million of production startup expense, are expected to be between $515 and $535 million. Operating income is expected to range between $1.56 and $1.68 billion, implying an operating margin of approximately 32%. This guidance includes $245 million to $255 million in combined ramp, underutilization, and production startup expense, as well as approximately $1.56 to $1.59 billion in Section 45X tax credits. net to the anticipated discount associated with the sale of these credits. This results in a full year 2025 earnings per diluted share guidance range of $14 to $15. In summary, the upper end of our EPS guidance range is reduced by $1.50 per diluted share. This includes approximately $0.60 per share from the supply chain impacts at our Alabama facility, which results in increased underutilization costs and lower volume sold. Contract termination by BP affiliates reduces EPS by another approximately $0.60 per share due to increased under-utilization costs and lower volume sold, partially offset by termination payments. The remaining $0.30 per share is a combination of reduced India volume sold, increased production startup expense, finishing line costs, and warranty expense, partially offset by non-BP affiliate termination payments, and decreased full-year tax expense. Capital expenditures for 2025 are now expected to range between $0.9 and $1.2 billion. Our year-end 2025 net cash balance is anticipated to be between $1.6 and $2.1 billion. So in slide 10, I'll now summarize the key messages from today's call. Despite some near-term headwinds, we continue to believe that our integrated domestic manufacturing platform and reshored domestic supply chain position us for long-term success. We're building a new 3.7 gigawatt capacity module finishing line in the U.S., which expected to begin production in Q4 of 2026, and ramped into the first half of 2027. We delivered a record 5.3 gigawatts of module sales, and our Q3 earnings for diluted share came in above the midpoint of our guidance range at $4.24 per share. We saw an improvement in our gross cash position to $2 billion, and recently executed agreements to sell additional Section 45X tax credits, which we expect to further enhance our liquidity position. We've revised our FOLIA guidance to reflect the impact of third-party glass supply chain disruptions, as well as the termination of 6.6 gigawatts of volume by affiliates of BP, which we recognize a partial termination payment and a farther lawsuit for damages for breach of contract. With this, we conclude our prepared remarks and open the call for questions. Operator?
Operator: Thank you. And just a reminder that it is Star 1 if you have a question today. The first question comes from Philip Shen, Roth Capital Partners.
Philip Shen: Hey, guys. Thanks for taking my questions. The first one is on the 6.6 gigawatts of termination with BP. Just want to check in on whether or not, you know, in terms of rebooking this volume. It sounds like it's volume from 26 through 29. What kind of incremental pricing do you think you can get for this? Would you expect these bookings to get locked in, you know, following the Section 232 tariff announcement, which should be near term? um you know sometime in q4 q1 and then um uh or do you think you might wait until you know things settle down post 232 and then um the second question is tied into this as it relates to the 232 uh is there room for negotiation you think with any of your fixed price contracts that you have out there uh where they may not have been uh accounted for in terms of uh this new tariff so Just curious if you can share some color on that as well.
Mark Whitmar: Thanks. Yeah, Phil. Look, I mean, now with the termination, we clearly are going to be engaging, looking, given our overall pipeline of opportunities to figure out the right opportunities for the volume and the respective windows that it was anticipated to be delivered. We will continue to be very patient in that regard, assuming we can get good prices. You know, like if you look at the one deal that Alex included in his prepared remarks, you know, the base price plus the curators gets that number into a little bit, you know, north of 36, close to 36 and a half cents. And I think that's a number that we would continue to look to engage. But, you know, at this point in time, I think there's other catalysts that could put a little bit more momentum behind that pricing as well, especially with the 232 as you referenced, and there's still obviously FIAC guidance that's going to continue to be provided as well. So, a lot of insights or information that still is valuable to us to gain. If we can get good pricing, we'll continue to lay around some volumes into the years that we currently have available supply. But I think the value of being patient here is going to only work to our benefit in that regard. As it relates to the fixed price contracts, the value of certainty, I think, is what Alex indicated in his comments, and we said that many times before. The contracts do not have latitude for something like a revised tariff environment that was not assumed at the time of the committed obligations that both parties assumed. So they do not allow openers for 232s, as an example, but we still have capacity in the foreseeable future, especially through our international operations that we can use to engage the market and provide supply once we know the outcome of 232. But yes, the existing contracts that are on the books right now, those are obligations for both parties, and we take that seriously. That's also why we took the position that we did with You know, the light source VP transaction and the termination enforcing our contractual rights. We worked, as we indicated in our prepared remarks, to try to get to an outcome that would be beneficial for both parties. We couldn't get there, so we had to enforce the contract. And we hold ourselves accountable to that as well. We have contracts and obligations to deliver. Pricing is fixed, except for certain respective adders, and it would not include tariff-related outcome or any other adjustments that were a result of the 232s that are being currently under investigation.
Operator: The next question today is Brian Lee from Goldman Sachs.
Brian Lee: Hey, guys. Good afternoon. Thanks for taking the questions. I just want to make sure I interpret this correctly. It sounded like, Mark, you're saying, you know, given the adders, you know, indicative pricing, $0.36, $0.365 per watt, that's maybe kind of the level of entitlement you think you'll ultimately settle at once, you know, this game of patience evolves to when you, you know, really engage in pricing discussions post, you know, FIAC and 232. And then the second question just on... You know, the 3.7 gigawatt finishing line, great to hear on that. But is the CapEx all being spent this year? And then maybe high-level thoughts around just expanding that. Why not, you know, simply do a full 7 gigawatts plus to cover both the Vietnam and Malaysia volume capacity? Thanks, guys.
Mark Whitmar: Yeah, so... Brian, I think as you summarized what I said to Phil, I think that's the objective of where we'd like to ultimately see, especially on the other side of understanding of FEOC and 232. That's kind of the entitlement that we would expect, especially for the new technology and the value add that we provide through CURE. So I think you summarized that well. I'll let Alex talk to CAPEX, but before that, it relates to you know where we are right now is 3.7 one of the things that we do want to try to keep measured is the finishing line will bring with it domestic content right but it's not going to bring the entire value stack of domestic content that we capture through our production in Perrysburg the front end semi-finished product that comes into the U.S. obviously by definition will not create domestic content value. So what we're trying to do is keep that throughput pretty much balanced so we can continue to blend. So even that contract that I referenced with the adders that got into the mid-36, that was still a blend of international and domestic. And so we think that by keeping that balance, it allows us to realize the highest potential value for that finishing line, So that's where our head is right now. 3.7 kind of balances very well with the production that we have in Perrysburg, which is north 3 gigawatts as well. We'll continue to evaluate whether there's an opportunity to bring more into the U.S. using the front-end capacity we have internationally. We'll have opportunities to better reassess that once we understand the outcome of 2.32 in particular and the FIAC. that we're looking forward to, and we'll make that decision at that time.
Alex Bradley: And Brian, just on the spend, so what we said is about $330 million of direct spend. Of that, $260 million is capex, and of that, $260 million will spend about 10% of it this year, so $26 million. The remainder will be spent in 2026. The other $70 million, so $260 million of capex, $330 million of total spend, the other $70 million is non-capitalizable. So that's going to be decommissioning of the current tools, taking them out, cleaning, packing them, the freight to get them to the U.S., some tariff on the import, reinstallation. So all that will be expense versus capitalized. Of that 70, we're only forecasting spending about $2 million this year. The rest will come in 2026. There is some incremental charge that will hit this year. We said about $10 million. That's indirect associated with what we're doing, so it's not part of $330 million. That's some severance. for some associates that will be impacted in Southeast Asia. And then there'll be some equipment write-off as well. There may be more associated with that in 2026, and we'll give you more cover on that when we guide for next year.
Operator: Your next question comes from Moses Sutton from BNP Paribas.
Moses Sutton: Thanks. In the past, Alex, you delineated, I think, 85% of either gigawatts or customers were in a true taker pay structure contractually, and 15%, maybe it was 16%, were supported by the non-refundable deposits or termination fees. Was BP in the latter bucket, hence the 20% that you're going after and litigating for that? Given BP is over 10% of the backlog, or was at least, I would assume that they weren't in the taker pay bucket, but I just want to confirm and if you can comment on which bucket they are. And can you update how firm the rest of the contracts are? I think it would be a good time to give a mark to market on that. Thanks again.
Alex Bradley: Yeah. So when you say take a pay, I think maybe what you're referring to is termination for convenience potentially. And so correct me if I'm wrong, but if you're referring to that piece, then the BP contracts were not contracts that had an ability to terminate for convenience. So they had no ability to exit those contracts. Now, if they had wanted to cancel, they could have certainly worked with us. We would have had a discussion as potentially a solution we could have come to. But as Mark said, unfortunately, despite working with them for a long period of time, they chose to default on these contracts. We did have some cash deposits from them. That's the piece that we recognize as revenue associated with this termination. We also had some LCs. Generally, that was going against some of the accounts receivable that we had outstanding, so we have pulled those LCs as well. And then the residual is generally parent guarantees, and that's the piece that we will be litigating to recover.
Operator: The next question comes from John Windham, UBS.
John Windham: Hey, thanks. Just a quick point of clarification. And then I'll get on to my real question. Was the cancellation related to BP, was that all from international factories?
Alex Bradley: No, it was a mix of products, both international and domestic.
Mark Whitmar: Just to be clear on this one, too, the current year supply was essentially all international. So it was a mix. Again, the contract goes out multiple years with delivery anticipated to go out through 29th. So think of it as the front of that is mostly international, and then as you get more longer dated, it then transitions into domestic.
John Windham: And then, so thinking about it to the net, net is it half-half? How should we think about it?
Mark Whitmar: Yeah, I mean, it's more than half of it being domestic, but it's a very significant chunk of it being international.
Operator: Up next, we'll hear from Julian Dumoulin-Smith from Jeff Rees.
Julian Dumoulin-Smith: Hey, good afternoon, team. Thank you guys very much. Appreciate it. Hey, just following up a little bit on the earlier comments here about the CapEx, you suggested that maybe one or more lines. Can you elaborate under what conditions you would look to seek to open multiple new lines on the finishing front and how you would think about that in terms of the sourcing front as well internationally?
Mark Whitmar: Yeah, it's also a distinction of how to already find it. So right now, there will be two lines in – that we'll be bringing into the U.S. for finishing, so there'll be two finishing lines, okay? And that is 3.7 gigawatts of capacity. We could bring more lines in, right? It doesn't have to be another 3.7. It could be effectively half of that to be another line, or we could potentially bring in two lines if need be. It's something that we're continuing to evaluate. there's enough front-end capacity to enable more finishing here in the U.S., obviously. Number of variables, number of items that we've already referenced will inform our decisions around that. You know, we're very excited about getting the first two lines, which adds up to the 3.7 capacity up and running here as we exit next year. And as we continue to evaluate market opportunities and demand, then we'll form our decisions. Do we make additional investments and how do we bring those lines in in terms of timing and And do we do just only six or do we also look potentially to bring in series seven as well?
Operator: Next up is Ben Callow from Baird.
Ben Callow: Hey, thank you. Just following up, I think on Brian's question earlier on pricing, the 4.1 gigawatts of opportunities confirmed but not booked. Can you talk anything about pricing there? And then with your cash balance, How do you think about that? Maybe, Alex, just the priorities of cash going forward over the next two years. I know there's a lot of uncertainty, but thank you.
Mark Whitmar: Yeah, on that 4.1, Ben, that's more historical, I would say, pricing. Some of that's India that's contracted, that we don't count as a booking until we've received all the security. And some of that is... kind of variable pricing dynamics that we have with customers effectively. They can flex up or down from their MSA, their module sales agreement. So I wouldn't say that that's really a reflection of kind of current market pricing. All I would say is that, you know, we're happy with the market pricing that we're seeing. We believe there could be additional tailwinds that could further support
Alex Bradley: uh a very favorable pricing environment for us and you know continue to engage the market and react accordingly yeah that relates to cash clearly uh cash positions increased quarter of a quarter we saw uh some activity during that safe harbor window where we saw some volume that was 100 uh prepaid some of that was taken at the same time within the quarter some not so you saw the deferred revenue amount increase we also had some improvement in the working capital position, which we talked about expecting to improve as we got further into the year. So an increase in cash, no doubt. We're announcing some more CapEx for next year. As Mark said, we'll continue to look at additional finishing lines if there's an opportunity there. But the overall framework we use to evaluate cash is one we've talked about before. It hasn't fundamentally changed around running a business day-to-day, looking at additional capacity, looking at M&A, especially as it relates to R&D. And then if we get to a point where we can't increasingly deploy that capital, we'll look at capital return. We'll give a further update as we go into next year's guidance, how we think about capital structure longer term.
Operator: David Arcaro from Morgan Stanley has the next question.
David Arcaro: Hi. Thanks so much. I was just wondering if you could give a little color on your confidence level in the 54.5 gigawatt backlog now. You know, are there other customers that, Think could be at risk that you're aware of that you're risk waiting in there or any. Other market dynamics that make you think or customer specific dynamics that make you think this. Uh, deep bookings pace could continue or not.
Mark Whitmar: Yeah, so, um, you know, we've been saying now for, I don't know, it could be going on. Close to 2 years now, something along those lines that, you know, there's been. you know, indications by a number of large oil and gas, multinationals, international companies that are continuing to evaluate their commitment to renewables, right? And, you know, obviously, you know, BP falls in that bucket. You know, there's been others, you know, as well. You know, just think about NatGrid, NatGrid, obviously a large European company that made a decision to sell down its development business, you know, going back to now Geronimo, sold it over to Brookfield. You could look at now as another example of a commitment to the U.S. market that had been re-evaluated. Now I think they've changed their perspective in that regard. And there's a couple of others which I won't name, but it's You know, EDF is, I guess, maybe another one I would throw into that bucket a little bit. I mean, it's not oil and gas, but obviously a large European company that's reevaluating its commitment to the U.S. market. So there's, you know, obviously that risk profile is something we foreshadowed. It's something that has played itself out. If you go back and if you look at what's in our contracted backlog, you can go back and look at announced deals that we've done, who some of our larger companies partners are, you're going to find that that profile is dramatically different with what sits in our contracted backlog. Now, having said that, I mean, we all know that a number of the developers and IPPs here in the U.S., I mean, they're working through a number of challenges, right, and permitting issues and project-related issues and what have you, that things could evolve in such a way that at a project level, we could potentially see some movement. We said in the call today, we had a couple of customers that have project-specific terminations, one of them who terminated last year project-specific, and then now they're back on our workbook for more than half a gigawatt of volume. And then we had another one who terminated this year that we're actively negotiating a meaningful contract with. I don't want to give an indication of there may not be further terminations, but I also want to somewhat reflect that I don't think something as large and structural as what we saw with light source is a high risk, but at any point in time, things can evolve, things could change. A number of our partners have sponsor capital behind them. If Brookfield decides to go a different direction, If KKR decides to go a different direction, if TPG decides to go, Macquarie, I mean, you name whoever sponsor you want to say is behind a portfolio business, if they decide to pivot and go a different direction, I mean, there's always an inherent risk in that regard. But what I would say is that while there's still challenges and issues that are being dealt with, there's an opportunity here. Policy environment, I think, is still very positive with what came out of the one big beautiful bill. There's a need for more electrons on the grid. The load profile is only going to continue to grow. And project economics and PPAs are still strong, right? So, you know, I think those fundamentals, I think, still would say it's enduring and that we would have a higher level of confidence in contracted offtake agreements that we have on our books right now. I also want to be balanced in understanding that there could be some amount of risk, but I do think that on balance, there's a lot of market opportunity for our partners and obviously for us to continue to supply it to the market.
Operator: Next up is a follow-up from John Windham, UBS.
John Windham: Perfect. Thank you. I want to ask about a topic we haven't covered much in this call, is how the grant and product quality is in Louisiana and Alabama. Can you just touch on how that's running next to expectations? Thank you.
Mark Whitmar: The ramp for DRT, I would say that it has gone well. It's an aggressive ramp that we've had. Sorry, Alabama, I refer to it by acronyms. It actually has gone well, but it's also had its own set of challenges that we've been working through in terms of the RAMP process and getting to the full entitlement and throughput. And where I see the factory at right now for Alabama, I see it at a very good level. It's hitting its throughput requirements. It struggled, as we indicated in our prepared remarks, with a disruption on our glass supply chain. And obviously, that had an adverse impact on the factory. Louisiana is going extremely well. We're in the midst of going through our product qualification, and that'll be complete here in Q4. And we'll start shipping product. And as of right now, the ramp is ahead of schedule, which is all very positive for us in that regard. As you said, I think you may have mentioned product quality and the like. We are continuing to do, as always, being very diligent as we manufacture our product and to ensure that we have a high level of indication of field performance based off of not only accelerated life testing, but obviously field deployment as well. And it's something that, you know, our level of rigor and intensity around that is only going to continue to be more heightened as a result of the initial launch of Series 7. Again, that was the launch of a new product. In this case, you know, both Alabama and Louisiana are just replications of the factories that we launched our Series 7 technology from. And the key learnings that we captured from that launch and some of the changes that we already communicated that we needed to make to our manufacturing process, both were implemented into Alabama and Louisiana before we started production. But it's something we know that with the reputation on the brand issue, we got to stay on top of it and we're going to continue to do everything we can to meet our customers' expectations in that regard.
Operator: The next question comes from Vikram Bagri from Citi.
Vikram Bagri: Good evening, everyone. Just a quick question. Mark, can you remind us if there is a precedent of successful litigation against a customer who was in a similar breach of contract or just This case with BP will set a precedent for future. Thank you.
Mark Whitmar: Yeah, I don't have my GC in the room right now because I could ask him that question. But what I can tell you is that we are using outside counsel. We believe very strong contracts that enforce the rights and obligations of both parties. Uh, and we believe that if either of those part parties are in default, and there's, there's consequences associated with that. Um, I would also use, um, whether there's legal precedents and I'm sure there are, um, well, I can't cite them to you right now. What I would go back to is if you look at the, I believe. We've had a number. across the last couple of years, somewhere in the range of north of $200 million, $250 million or so of various terminations. I think we've also disclosed that about $70 million is sitting outstanding. That means that the vast majority of those terminations were paid because the counterparties understood the obligations in terms of conditions of the agreements, which are essentially identical across our contracts. and they have honored that obligation and respected that obligation, and they've remitted payment. They would not have done that if they thought that there was a reason why underneath the contract that they would not have an obligation for solar for their default. So I can use two data points. One is just look at experience, and the other is the input that we're getting from outside counsel around our contracts. And we feel very good about the contracts, the way they're structured, and the enforceability of the contracts. And my understanding is that, again, this would be the filing of this litigation is in the state of New York. I think my understanding is the state of New York has taken a very strong position around this type of condition underneath the contract for default and associated with termination payment. And generally, the courts in New York have sided with the plaintiff in this situation of similar circumstances. So that's about as much information as I have. I do believe, though, we're in a strong position.
Operator: Our final question today will come from Joseph Osha, Guggenheim Partners.
Joseph Osha: Hold on. Thank you. As we think about the timing of the finishing fab coming up in the U.S. and what the commercial environment looks like, I'm wondering what conclusion we can draw about underabsorption of Malaysia and Vietnam next year. And perhaps to put a sharper point on that is, is there any market at all for products being shipped directly out of either of those two fabs? Thank you.
Mark Whitmar: Yeah, so one thing to remember is that we're using the front-end capacity of our international facilities in order to fund that into the U.S., right? And when you think about the cost structure and the absorption, especially around the capital intensity of the equipment, it largely sits on the front end of the processing. So you're going to see reasonably good absorption for that front-end manufacturing that then is finished in the U.S., We also identified that we have taken some headcount reductions, so we are minimizing the back-end processing and labor associated with that, and then those tools that are being used in the back-end are being brought into the U.S., so therefore their depreciation there will be absorbed against the finishing processes that are being done here in the U.S. So just to put that in perspective. Yes, as it relates to the balance of that production, you know, one of the things we're continuing to work through, and we are in negotiations with a couple of counterparties to almost do a bilateral for that offtake of that volume and to structure a deal around that, assuming we can get to terms. We'd like to, you know, find potentially a couple of large customers with large offtake requirements that we can then sort of just sole source that into those opportunities. But clearly we believe there is an opportunity subject to the tariff environment, subject to what happens with 232, subject to FIAC guidance and everything else. So there's some more triggering events that would have to happen. I think we said in our prepared remarks we have something like six gigawatts of a contracted backlog or something like that for for Series 6 international still. So, you know, we've got some runway in terms of volume and absorption for those production assets, and then we'll continue to evaluate them as we learn more about some of these policy decisions that will be made.
Operator: Everyone, that does conclude our question and answer session. This also concludes our conference for today. We would like to thank you all for your participation today. You may now disconnect.
