Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2014 | |
Document And Entity Information [Abstract] | |
Document Type | S-1/A |
Amendment Flag | FALSE |
Document Period End Date | 30-Sep-14 |
Trading Symbol | SEMI |
Entity Registrant Name | SunEdison Semiconductor Ltd |
Entity Central Index Key | 1585854 |
Entity Filer Category | Non-accelerated Filer |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | |||||||
Net sales to non-affiliates | $212.40 | $232.20 | $632.80 | $703.50 | $911.50 | $927.40 | $1,051.30 |
Net sales to affiliates | 0.8 | 0.4 | 1.4 | 5.5 | 9.1 | 6.8 | 147 |
Cost of goods sold | 186.4 | 211.5 | 578.7 | 634 | 838.9 | 852.4 | 1,023.30 |
Gross profit | 26.8 | 21.1 | 55.5 | 75 | 81.7 | 81.8 | 175 |
Operating expenses (income): | |||||||
Marketing and administration | 22.3 | 27.5 | 63.7 | 75.9 | 105.1 | 100.7 | 129.9 |
Research and development | 8.1 | 7.9 | 26.4 | 27.9 | 37 | 33.4 | 38.2 |
Restructuring (reversals) charges | 0.9 | -35.6 | -14.5 | -41.1 | -75 | -149.6 | 284.5 |
Gain on receipt of property, plant and equipment | 0 | -31.7 | 0 | ||||
Long-lived asset impairment charges | 58 | 0 | 58 | 0 | 33.6 | 1.5 | 234.7 |
Operating (loss) income | -62.5 | 21.3 | -78.1 | 12.3 | -19 | 127.5 | -512.3 |
Non-operating expenses (income): | |||||||
Interest expense | 3.8 | 0.3 | 5.5 | 0.6 | 0.8 | 1 | 5.9 |
Interest income | -0.2 | -0.2 | -0.4 | -0.4 | -0.5 | -0.7 | -1 |
Interest (income) expense, net -affiliates | 0 | -1 | -0.1 | -3.1 | -4.1 | -2.2 | 1.8 |
Other, net | 2.7 | 0 | -0.6 | -4.1 | -3.9 | 3.1 | -0.8 |
Total non-operating expenses (income) | 6.3 | -0.9 | 4.4 | -7 | -7.7 | 1.2 | 5.9 |
(Loss) income before income tax expense (benefit) | -68.8 | 22.2 | -82.5 | 19.3 | -11.3 | 126.3 | -518.2 |
Income tax expense (benefit) | 10.4 | 12.9 | -2.3 | 31.4 | 44 | 3.6 | 37.4 |
(Loss) income before equity in loss of equity method investments | -79.2 | 9.3 | -80.2 | -12.1 | |||
Equity in loss of equity method investments, net of tax | -0.2 | 0 | -0.3 | 0 | |||
Net (loss) income | -79.4 | 9.3 | -80.5 | -12.1 | -55.3 | 122.7 | -555.6 |
Net loss (income) attributable to noncontrolling interests | 0 | 0 | 0.8 | -2.3 | -2.4 | -1.4 | -2.3 |
Net (loss) income attributable to SunEdison Semiconductor Limited | ($79.40) | $9.30 | ($79.70) | ($14.40) | ($57.70) | $121.30 | ($557.90) |
Basic (loss) earnings per share | ($1.91) | $0.22 | ($1.92) | ($0.35) | |||
Diluted (loss) earnings per share | ($1.91) | $0.22 | ($1.92) | ($0.35) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive (Loss) Income (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of Comprehensive Income [Abstract] | |||||||
Net (loss) income | ($79.40) | $9.30 | ($80.50) | ($12.10) | ($55.30) | $122.70 | ($555.60) |
Net translation adjustment | -30.9 | 16.2 | -12.3 | -28.2 | -45.3 | -15.3 | 2.1 |
Loss on available-for-sale securities | -0.2 | ||||||
Amortization of net actuarial (gain) loss and prior service (credit) cost | -0.1 | 1.9 | -0.4 | 1.9 | 33.4 | -1.4 | -26.8 |
Net current period other comprehensive (loss) income | -31 | 18.1 | -12.7 | -26.3 | -12.1 | -16.7 | -24.7 |
Total comprehensive (loss) income | -110.4 | 27.4 | -93.2 | -38.4 | -67.4 | 106 | -580.3 |
Net loss (income) attributable to noncontrolling interests | 0 | 0 | 0.8 | -2.3 | -2.4 | -1.4 | -2.3 |
Net translation adjustment attributable to noncontrolling interests | 0 | -4.6 | 0.5 | -2.4 | -2.9 | -2.2 | 0.5 |
Comprehensive (loss) income attributable to SunEdison Semiconductor Limited | ($110.40) | $22.80 | ($91.90) | ($43.10) | ($72.70) | $102.40 | ($582.10) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of Comprehensive Income [Abstract] | |||
Actuarial gain (loss) and prior service credit, tax benefit (expense) | $0.80 | $10.50 | ($10.50) |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Current assets: | |||
Cash and cash equivalents | $103.10 | $40.80 | $103.20 |
Accounts receivable, net | 105.1 | 98.6 | 129.5 |
Accounts receivable, affiliate | 8.1 | 14.1 | 89.1 |
Inventories | 130.4 | 128.1 | 130.5 |
Deferred tax asset | 8.4 | 8.5 | 14 |
Prepaid and other current assets | 28.6 | 23.5 | 23.6 |
Total current assets | 383.7 | 313.6 | 489.9 |
Property, plant and equipment, net | 621.1 | 724.9 | 789.9 |
Notes receivable, affiliate | 18.7 | 158.5 | |
Investments | 140.4 | ||
Other assets | 133.3 | 94.6 | 74.9 |
Total assets | 1,278.50 | 1,151.80 | 1,513.20 |
Current liabilities: | |||
Current portion of long-term debt | 2.1 | 2.8 | 3.4 |
Accounts payable | 101.4 | 105.1 | 121.8 |
Accounts payable, affiliate | 10.9 | 106.8 | 102 |
Income taxes payable | 23 | 14.4 | |
Accrued liabilities | 51.9 | 57.8 | |
Accrued liabilities | 42.1 | 37.5 | |
Accrued wages and salaries | 27.7 | 35.3 | 32.9 |
Restructuring liabilities | 24.7 | 47.6 | 133.9 |
Total current liabilities | 231.9 | 349.5 | 451.8 |
Long-term debt, less current portion | 205.4 | 7.6 | 12.6 |
Long-term debt, affiliate | 0 | 129.4 | |
Pension and post-employment liabilities | 44.1 | 49.2 | 71.2 |
Restructuring liabilities | 7.2 | 8.7 | 6.3 |
Other liabilities | 31.3 | 25.6 | 27.9 |
Total liabilities | 519.9 | 440.6 | 699.2 |
Shareholders' equity: | |||
Ordinary shares, no par value, 41.5 and 0 shares issued and outstanding in 2014 and 2013, respectively | 940.9 | ||
Net Parent investment | 777.2 | 870.3 | |
Accumulated deficit | -68.2 | ||
Accumulated other comprehensive loss | -115.3 | -110.2 | -95.2 |
Total SunEdison Semiconductor Limited shareholders' equity | 757.4 | 667 | 775.1 |
Noncontrolling interests | |||
Noncontrolling interests | 1.2 | 44.2 | 38.9 |
Total shareholders' equity | 758.6 | 711.2 | 814 |
Total liabilities and shareholders' equity | $1,278.50 | $1,151.80 | $1,513.20 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | |||||
Net (loss) income | ($80.50) | ($12.10) | ($55.30) | $122.70 | ($555.60) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Depreciation and amortization | 87.4 | 88.2 | 119.6 | 118.7 | 144.3 |
Long-lived asset impairment charges | 58 | 0 | 34.8 | 248.8 | |
Gain on receipt of property, plant and equipment | 0 | -31.7 | 0 | ||
Stock-based compensation | 7.3 | 10.6 | 13.9 | 13 | 20.5 |
(Benefit) provision for deferred taxes | -31.9 | 11.2 | 11.1 | -14.2 | 15.1 |
Other | -2.5 | -10.3 | -15.6 | -6.4 | -11 |
Changes in assets and liabilities: | |||||
Accounts receivable | -6.7 | 12.3 | 29.6 | -3.6 | 58.2 |
Inventories | -7.5 | -3.2 | -1.4 | 34 | -42.9 |
Amounts due from affiliates | -12.8 | -44.1 | -80.3 | -71.6 | |
Amounts due to affiliates | -45.5 | 61.5 | 100.8 | 41.3 | 8.2 |
Prepaid and other current assets | -5.6 | -18.4 | -2.4 | 20.1 | 3.7 |
Accounts payable and accrued liabilities | 12.4 | 1.4 | -18.6 | -28.9 | -12.4 |
Pension and post-employment liabilities | -4.2 | -3.5 | -2.1 | 1.8 | 10.6 |
Restructuring liabilities | -23.7 | -60.8 | -67.9 | -146.5 | 280.5 |
Other | -3.4 | 0.7 | -5.8 | -2.6 | 3.8 |
Net cash (used in) provided by operating activities | -59.2 | 33.5 | 60.4 | 46.1 | 171.8 |
Cash flows from investing activities: | |||||
Capital expenditures | -71.3 | -83.4 | -101 | -95.2 | -187.1 |
Notes receivable from affiliates | 3 | -15.9 | |||
Notes receivable from affiliates | -12.7 | -46.7 | -110 | ||
Other | -2.9 | 0 | -3.6 | ||
Net cash used in investing activities | -71.2 | -99.3 | -113.7 | -145.5 | -297.1 |
Cash flows from financing activities: | |||||
Principal payments on long-term debt | -11.1 | -1.4 | -2.9 | -3.6 | -3.7 |
Proceeds from long-term debt borrowings | 210 | ||||
Deferred financing costs and original issuance discount | -11.9 | ||||
Net parent investment | -179.4 | 14.6 | 4 | 154.6 | -50.6 |
Proceeds from issuance of ordinary shares | 186.3 | ||||
Borrowings from affiliates | 2.1 | 1.6 | |||
Proceeds from noncontrolling interests | 0 | 4.5 | |||
Payments to noncontrolling interests | -0.6 | ||||
Net cash provided by (used in) financing activities | 193.9 | 17.7 | 1.1 | 153.1 | -53.3 |
Effect of exchange rate changes on cash and cash equivalents | -1.2 | -10.4 | -10.2 | -0.8 | 3 |
Net (decrease) increase in cash and cash equivalents | 62.3 | -58.5 | -62.4 | 52.9 | -175.6 |
Cash and cash equivalents at beginning of period | 40.8 | 103.2 | 103.2 | 50.3 | 225.9 |
Cash and cash equivalents at end of period | 103.1 | 44.7 | 40.8 | 103.2 | 50.3 |
Supplemental disclosures of cash flow information: | |||||
Interest paid, net of amount capitalized | 4.1 | 0.8 | 0.8 | 2.8 | 3.6 |
Income taxes paid, net | 17.2 | 18.8 | 21.6 | 24.6 | 11.3 |
Supplemental schedule of non-cash investing and financing activities: | |||||
Accounts payable (relieved) incurred for acquisition of fixed assets | ($4.70) | ($16.50) | ($6.30) | $3.40 | ($14.30) |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Equity (USD $) | Total | Net Parent Investment [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total SunEdison Semiconductor Limited [Member] | Noncontrolling Interest [Member] | Ordinary Shares [Member] | Accumulated Deficit [Member] |
In Millions | |||||||
Beginning Balance at Dec. 31, 2010 | $1,149.60 | $1,167.60 | ($52.10) | $1,115.50 | $34.10 | ||
Net (loss) income | -555.6 | -557.9 | -557.9 | 2.3 | |||
Other comprehensive (loss) income | -24.7 | -24.2 | -24.2 | -0.5 | |||
Net transfers from SunEdison | -29.7 | -29.7 | -29.7 | ||||
Net distributions to noncontrolling interests | -0.6 | -0.6 | |||||
Ending Balance at Dec. 31, 2011 | 539 | 580 | -76.3 | 503.7 | 35.3 | ||
Net (loss) income | 122.7 | 121.3 | 121.3 | 1.4 | |||
Other comprehensive (loss) income | -16.7 | -18.9 | -18.9 | 2.2 | |||
Net transfers from SunEdison | 169 | 169 | 169 | ||||
Ending Balance at Dec. 31, 2012 | 814 | 870.3 | -95.2 | 775.1 | 38.9 | ||
Net (loss) income | -55.3 | -57.7 | -57.7 | 2.4 | |||
Other comprehensive (loss) income | -12.1 | -15 | -15 | 2.9 | |||
Net transfers from SunEdison | -35.4 | -35.4 | -35.4 | ||||
Ending Balance at Dec. 31, 2013 | 711.2 | 777.2 | -110.2 | 667 | 44.2 | ||
Net (loss) income | -80.5 | -11.5 | -79.7 | -0.8 | -68.2 | ||
Formation transactions-recapitalization | -41.7 | -937 | -41.7 | 937 | |||
Stock compensation expense | 3.9 | 3.9 | 3.9 | ||||
Other comprehensive (loss) income | -12.7 | -12.2 | -12.2 | -0.5 | |||
Net transfers from SunEdison | 178.4 | 171.3 | 7.1 | 178.4 | |||
Ending Balance at Sep. 30, 2014 | $758.60 | ($115.30) | $757.40 | $1.20 | $940.90 | ($68.20) |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $3.20 | $4.10 |
Property, plant, and equipment, accumulated depreciation | $848.10 | $811 |
Ordinary shares | 41.5 | 0 |
Par value |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS |
SunEdison Semiconductor Limited and subsidiaries (formerly the Semiconductor Materials Business of SunEdison, Inc.) (“SunEdison Semiconductor”, the “Company”, “we”, “us”, and “our”) is a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. Silicon wafers are used as the base substrate for nearly all semiconductor devices, which in turn provide the foundation for the entire electronics industry. Our business was established in 1959 and was known during most of our history as MEMC Electronic Materials, Inc. (“MEMC”). We have developed a broad product portfolio, an extensive global footprint, process technology expertise, and supply chain flexibility, while increasing our capital efficiency, and maintaining a lean operating culture. | SunEdison Semiconductor Limited (Semiconductor Materials Business of SunEdison, Inc.) (“the Company”, “SunEdison Semiconductor”, “we”, “us” and “our”) is a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. Silicon wafers are used as the base substrate for nearly all semiconductor devices, which in turn provide the foundation for the entire electronics industry. Our business was established in 1959 and was recently known during most of our history as MEMC Electronic Materials, Inc., or MEMC. We believe we have developed a broad product portfolio, an extensive global footprint, process technology expertise and supply chain flexibility, while increasing our capital efficiency and maintaining a lean operating culture. | |
The Company historically consisted of the combined operations of certain entities formerly wholly-owned by SunEdison, Inc. (“SunEdison” or “Parent” and formerly known as MEMC), as discussed in the basis of presentation below. Following the completion of a series of transactions undertaken to transfer ownership of its semiconductor materials business (the “Formation Transactions”), SunEdison sold a minority interest in SunEdison Semiconductor through an initial public offering (the “Offering”) of our ordinary shares which closed on May 28, 2014 and resulted in the creation of SunEdison Semiconductor Limited (prior to the Offering, SunEdison Semiconductor Pte. Ltd.), an independent company. | The Company consists of the combined operations of certain entities currently owned by SunEdison, Inc. (“SunEdison” or “Parent”) (formerly known as MEMC), as discussed in the basis of presentation below. On August 22, 2013, SunEdison announced an initial public offering (the “Offering”) of its semiconductor business to create SunEdison Semiconductor Limited (Semiconductor Materials Business of SunEdison, Inc.) as an independent company. SunEdison plans to sell a minority ownership interest in the semiconductor business to the public. In connection with this Offering, SunEdison will undertake a series of transactions to separate our net assets and entities. | |
Basis of Presentation | Basis of Presentation | |
We operated as a business segment of SunEdison prior to the Offering. The combined financial statements for interim and annual periods prior to the Offering were derived from the consolidated financial statements and accounting records of SunEdison and included allocations for direct costs and indirect costs attributable to the operations of the semiconductor materials business of SunEdison. Our condensed consolidated financial statements for the nine month period ended September 30, 2014 were prepared following the Formation Transactions and the Offering. | We currently operate as a business segment of SunEdison. The combined financial statements have been derived from the consolidated financial statements and accounting records of SunEdison and include allocations for direct costs and indirect costs attributable to the operations of the semiconductor materials business of SunEdison. SunEdison Semiconductor has presented the audited combined financial statements as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011. These combined financial statements and related notes to the combined financial statements, including prior year financial information, are presented on a consistent basis for all periods presented. | |
The accompanying unaudited combined financial statements of SunEdison Semiconductor for the nine month periods ended September 30, 2014 and 2013 and the three month period ended September 30, 2013, as well as the unaudited condensed consolidated financial statements for the three month period ended September 30, 2014, have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and, in the opinion of management, include all adjustments (consisting of normal, recurring items) necessary for the fair presentation of our financial position and results of operations and cash flows for the periods presented. We have presented our unaudited financial statements in accordance with the rules and regulations of the United States (“US”) Securities and Exchange Commission (“SEC”) applicable to interim financial reporting. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to SEC rules and regulations. These unaudited financial statements should be read in conjunction with our Rule 424(b)(4) prospectus filed with the SEC on May 23, 2014 (“Prospectus”), which contains SunEdison Semiconductor’s audited combined financial statements and notes thereto as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012, and 2011, as well as our unaudited interim combined financial statements as of March 31, 2014 and for the three month periods ended March 31, 2014 and 2013. All intracompany balances and transactions have been eliminated in consolidating our unaudited combined and unaudited condensed consolidated financial statements. | SunEdison maintains a number of stock-based compensation and benefit programs at a corporate level. Our employees participate in those programs and as such, we were allocated expenses associated with those programs. Our combined balance sheets do not include any Parent outstanding equity related to the stock-based compensation programs. Since substantially all of the Parent pension and other post-employment benefit plans relate solely to us, our combined balance sheets include net benefit plan obligations related to those plans and those benefit plans in certain foreign locations that are our direct obligation. See Note 7 and 9 for further description of these stock-based compensation and benefit programs. | |
Refer to the audited financial statements and the notes thereto as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012, and 2011 included in the Prospectus for further information on the Company’s significant accounting policies. There have been no significant changes to our accounting policies since December 31, 2013. | We generate a portion of our net sales from sales to SunEdison subsidiaries. These sales are reflected in a separate line item in our combined statements of operations, net sales to affiliates. Normal operating activities with affiliates are reflected as amounts due from affiliates and amounts due to affiliates within operating activities in the combined cash flow statements. Cash transferred to and from SunEdison has been recorded as notes receivable, affiliate and long-term debt, affiliate on the combined balance sheets and notes receivable from affiliates and borrowings from affiliates in the combined cash flow statements. The combined balance sheets do not separately present certain of the Parent’s assets or liabilities where management deemed it inappropriate due to the underlying nature of those assets and liabilities. The Parent performs financing, cash management, treasury and other services for us on a centralized basis. These amounts totaling $36.6 million, $14.4 million and $20.9 million for the years ended December 31, 2013, 2012 and 2011, respectively, have been accounted for through the net Parent investment account because it is not practicable to specifically identify the portion of cash related to those activities (see below). All changes in the net Parent investment account in the combined balance sheets have been considered cash receipts and payments for purposes of the combined cash flow statements and are reflected in financing activities. See Note 13 for further description of related party transactions. | |
Earnings per share data has not been presented in the combined financial statements because we do not operate as a separate legal entity with our own capital structure. | ||
SunEdison maintains a number of stock-based compensation and benefit programs at the corporate level. Our employees participate in those programs and as such, our unaudited combined financial statements included allocated expenses associated with those programs. Our unaudited condensed consolidated balance sheet as of September 30, 2014, and the combined balance sheet as of December 31, 2013 do not include any Parent outstanding equity related to the stock-based compensation programs. Both our unaudited condensed consolidated balance sheet as of September 30, 2014 and our audited combined balance sheet as of December 31, 2013 include net pension and postretirement benefit plan obligations in the US and certain foreign locations that are our direct obligation because substantially all of the Parent’s legacy pension and other post-employment benefit plans relate solely to us. See Notes 6 and 14 for further description of the stock-based compensation and benefit programs. | Our combined financial statements include expenses of SunEdison that were allocated to us for certain functions, including general corporate expenses related to communications, corporate administration, finance, legal, information technology, human resources, compliance, employee benefits and incentives, operations, research and development and stock compensation. These expenses were allocated in our historical results of operations on the basis of direct usage, where identifiable, with the remainder primarily allocated on the basis of revenue or other related sales metrics, headcount or number of our manufacturing plants. We consider the expense allocation methodology and results to be reasonable for all periods presented. However, these allocations may not necessarily be indicative of the actual expenses we would have incurred as an independent publicly traded company during the periods prior to this Offering or of the costs we will incur in the future. | |
We generate a portion of our net sales from sales to SunEdison subsidiaries. These sales are reflected in a separate line item in our condensed consolidated statements of operations, net sales to affiliates. Normal operating activities with affiliates are reflected as amounts due from affiliates and amounts due to affiliates within operating activities in the condensed consolidated statements of cash flows. Prior to the Offering, our financial statements reflected cash transferred to and from SunEdison as notes receivable, affiliate and long-term debt, affiliate on the condensed consolidated balance sheet, and notes receivable from affiliates and borrowings from affiliates in the condensed consolidated statements of cash flows. The combined balance sheet as of December 31, 2013 does not separately present certain of the Parent’s assets or liabilities where management deemed it inappropriate due to the underlying nature of those assets and liabilities. All changes in the net parent investment account in the combined balance sheets have been considered cash receipts and payments, except for the exchange of ordinary shares in connection with the Formation Transactions, for purposes of the combined statements of cash flows and are reflected in financing activities. See Note 13 for a further description of related party transactions. | ||
Earnings per share data have been retroactively applied for the three and nine month periods ended September 30, 2013 because we did not operate as a separate legal entity with our own capital structure prior to the Offering. | ||
Our historical combined financial statements include general corporate expenses of SunEdison that were allocated to us for certain functions, including communications, corporate administration, finance, accounting, treasury, legal, information technology, human resources, compliance, employee benefits and incentives, operations, research and development, and stock compensation. These expenses were allocated on the basis of direct usage, where identifiable, with the remainder primarily allocated on the basis of revenue or other related sales metrics, headcount, or number of our manufacturing plants. We consider the expense allocation methodology and results to be reasonable for all periods presented. However, these allocations may not necessarily be indicative of the actual expenses we would have incurred as an independent publicly traded company during the periods prior to this Offering or of the costs we will incur in the future. | ||
Use of Estimates | ||
We use estimates and assumptions in preparing our condensed consolidated financial statements that may affect reported amounts and disclosures. Estimates are used when accounting for depreciation, amortization, impairments, leases, inventory valuation, accrued liabilities including restructuring, warranties, and employee benefits, derivatives, stock-based compensation, and income taxes and asset recoverability, including allowances, among others. These estimates and assumptions are based on current facts, historical experience, and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recognition of revenue, costs, and other expenses that are not readily apparent from other sources. Our future results of operations would be affected to the extent there are material differences between the estimates and actual results. | ||
Reclassifications | ||
Certain amounts in prior periods have been reclassified to conform with the presentation adopted in the current period. | ||
Accounting Standards Updates | ||
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also requires expanded disclosures concerning discontinued operations, disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting and expanded disclosures for long-lived assets classified as held for sale or disposed of. ASU 2014-08 is effective for us on a prospective basis in our first quarter of fiscal 2015. Early adoption is permitted, but only for disposals (or assets classified as held for sale) that have not been reported in financial statements previously issued or available for issuance. We are currently evaluating the impact that ASU 2014-08 will have on our consolidated financial statements and related disclosures upon adoption. | ||
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This ASU will replace most existing revenue recognition guidance in US GAAP when it becomes effective. The new standard is effective for us on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect that ASU 2014-09 will have on our condensed consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. | ||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and to provide related disclosures. ASU 2014-15 is effective for us for our fiscal year ending December 31, 2016. We are currently evaluating the impact of this standard on our consolidated financial statements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | |||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Use of Estimates | |||||||||
In preparing our combined financial statements, we use estimates and assumptions that may affect reported amounts and disclosures. Estimates are used when accounting for depreciation, amortization, leases, inventory valuation, accrued liabilities including restructuring, warranties, employee benefits, derivatives, stock-based compensation, income taxes and asset recoverability, including allowances, among others. These estimates and assumptions are based on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. To the extent there are material differences between the estimates and actual results, our future results of operations would be affected. | |||||||||
Principles of Combination | |||||||||
We record noncontrolling interests for non-wholly owned subsidiaries included in our combined financial statements. As of December 31, 2013 and 2012, our total noncontrolling interest on the combined balance sheet was $44.2 million and $38.9 million, respectively. All significant intercompany balances and transactions have been eliminated. | |||||||||
Cash and Cash Equivalents | |||||||||
Cash and cash equivalents consist of all cash balances, highly liquid commercial paper, time deposits and money market funds with original maturity periods of three months or less when purchased. | |||||||||
Allowance for Doubtful Accounts | |||||||||
We establish an allowance for doubtful accounts to adjust our receivables to amounts considered to be ultimately collectible. Our allowance is based on a variety of factors, including the length of time receivables are past due, significant one-time events, the financial health of our customers and historical experience. The balance of our allowance for doubtful accounts were $4.1 million and $3.8 million as of December 31, 2013 and 2012, respectively. | |||||||||
The activity in the allowance for doubtful accounts is summarized as | December 31, 2013 | December 31, 2012 | |||||||
follows: | |||||||||
In millions | |||||||||
Balance, beginning of year | $ | 3.8 | $ | 4.2 | |||||
(Benefit) provision | 0.3 | -0.4 | |||||||
Write-offs, credits and adjustments | — | — | |||||||
Balance, end of the period | $ | 4.1 | $ | 3.8 | |||||
Inventories | |||||||||
Inventories consist of raw materials, labor and manufacturing overhead and are valued at the lower of cost or market. Fixed overheads are allocated to the costs of conversion based on the normal capacity of our production facilities. Unallocated overheads during periods of abnormally low production levels are recognized as cost of goods sold in the period in which they are incurred. Raw materials and supplies are generally stated at weighted-average cost and goods in process and finished goods inventories are stated at standard cost as adjusted for variances, which approximate weighted-average actual cost. The valuation of inventory requires us to estimate excess and slow moving inventory. The determination of the value of excess and slow moving inventory is based upon assumptions of future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. | |||||||||
Property, Plant and Equipment | |||||||||
We record property, plant and equipment at cost and depreciate it on a straight line basis evenly over the assets’ estimated useful lives as follows: | |||||||||
Years | |||||||||
Software | 10-Mar | ||||||||
Buildings and improvements | Feb-50 | ||||||||
Machinery and equipment | 30-Jan | ||||||||
Expenditures for repairs and maintenance are charged to expense as incurred. Additions and betterments are capitalized. The cost and related accumulated depreciation on property, plant and equipment sold or otherwise disposed of are removed from the capital accounts and any gain or loss is reported in current-year operations. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the remaining lease term, including renewal periods considered reasonably assured of execution. | |||||||||
Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $119.6 million, $118.7 million and $144.3 million, respectively. | |||||||||
Impairment of Property, Plant and Equipment | |||||||||
We periodically assess long-lived assets/asset groups for impairment when conditions indicate a possible loss. Reviews are performed to determine whether the carrying value of an asset is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the asset is written down to its estimated fair value, which is typically calculated using: (i) quoted market prices, including appraisals or (ii) discounted expected future cash flows utilizing an appropriate discount rate. Impairment is based on the excess of the carrying amount over the fair value of those assets. We recorded asset impairment charges in 2013, 2012 and 2011. See Notes 3 and 5 for additional discussion on the impairment charges on long-lived assets. | |||||||||
Operating Leases | |||||||||
We enter into lease agreements for a variety of business purposes, including office and manufacturing space, office and manufacturing equipment and computer equipment. A portion of these are noncancellable operating leases. See Note 11 for our operating lease obligations. | |||||||||
Revenue Recognition | |||||||||
Revenue is recognized for wafer and other product sales when title transfers, the risks and rewards of ownership have been transferred to the customer, the fee is fixed or determinable and collection of the related receivable is reasonably assured, which is generally at the time of shipment for non-consignment orders. In the case of consignment orders, title passes when the customer pulls the product from the assigned storage facility or, if the customer does not pull the product within a contractually stated period of time (generally 60–90 days), at the end of that period, or when the customer otherwise agrees to take title to the product. Our wafers are generally made to customer specifications, and we conduct rigorous quality control and testing procedures to ensure that the finished wafers meet the customer’s specifications before the product is shipped. We consider international shipping term definitions in our determination of when title passes. | |||||||||
Derivative Financial Instruments and Hedging Activities | |||||||||
To mitigate financial market risks of fluctuations in foreign currency exchange rates, we utilize currency forward contracts. We do not use derivative financial instruments for speculative or trading purposes. All derivative instruments are recorded on the combined balance sheet at fair value. We have not designated any derivatives as hedge accounting. Derivatives not designated as hedge accounting and used to hedge foreign currency-denominated balance sheet items are reported directly in earnings along with offsetting transaction gains and losses on the items being hedged. See Note 10. | |||||||||
Translation of Foreign Currencies | |||||||||
We determine the functional currency of each subsidiary based on a number of factors, including the predominant currency for the subsidiary’s sales and expenditures and the subsidiary’s borrowings. When a subsidiary’s local currency is considered its functional currency, we translate its financial statements to U.S. dollars as follows: | |||||||||
• | Assets and liabilities using exchange rates in effect at the balance sheet date; and | ||||||||
• | Statement of operations accounts at average exchange rates for the period. | ||||||||
Adjustments from the translation process are presented in accumulated other comprehensive (loss) income in equity. | |||||||||
Income Taxes | |||||||||
SunEdison files consolidated income tax returns that include us. For purposes of these combined financial statements, our taxes are computed and reported using a “separate return” method, or as though we filed a separate return for jurisdictions in which its operations are included in consolidated returns filed by SunEdison. We also record income taxes for jurisdictions in which any of our consolidated subsidiaries files separate returns. Income taxes as presented herein allocate current and deferred income taxes of SunEdison to us in a manner that is systematic, rational and consistent with the asset and liability method in accordance with FASB Accounting Standards Codification 740 (“ASC 740”), Accounting for Income Taxes. The sum of the amounts allocated to the carve-out tax provisions may not equal the historical consolidated provision. Under the separate return method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. Valuation allowances are established when management determines that it is more likely than not that some portion, or all of the deferred tax asset, will not be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment. | |||||||||
Deferred income taxes arise primarily because of differences in the bases of assets or liabilities between financial accounting and tax accounting which are known as temporary differences. We record the tax effect of these temporary differences as deferred tax assets (generally items that can be used as a tax deduction or credit in future periods) and deferred tax liabilities (generally items for which we receive a tax deduction, but have not yet been recorded in the combined statement of operations). We regularly review our deferred tax assets for realizability, taking into consideration all available evidence, both positive and negative, including historical pre-tax and taxable income (losses), projected future pre-tax and taxable income (losses) and the expected timing of the reversals of existing temporary differences. In arriving at these judgments, the weight given to the potential effect of all positive and negative evidence is commensurate with the extent to which it can be objectively verified. | |||||||||
We believe our tax positions are in compliance with applicable tax laws and regulations. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. Uncertain tax benefits, including accrued interest and penalties, are included as a component of other long-term liabilities because we do not anticipate that settlement of the liabilities will require payment of cash within the next 12 months. The accrual of interest begins in the first reporting period that interest would begin to accrue under the applicable tax law. Penalties, when applicable, are accrued in the financial reporting period in which the uncertain tax position is taken on a tax return. We recognize interest and penalties related to uncertain tax positions in income tax expense, which is consistent with our historical policy. We believe that our accrued income tax liabilities, including related interest, are adequate in relation to the potential for additional tax assessments. There is a risk, however, that the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and, therefore, could have a material impact on our tax provision, net (loss) income and cash flows. We review our accrued tax liabilities quarterly, and we may adjust such liabilities due to proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations or new case law, negotiations between tax authorities of different countries concerning our transfer prices between our subsidiaries, the resolution of entire audits, or the expiration of statutes of limitations. Adjustments are most likely to occur in the year during which major audits are closed. | |||||||||
We will be domiciled in Singapore. We plan foreign remittance amounts based on projected cash flow needs as well as the working capital and long-term investment requirements of our worldwide subsidiaries and operations. Following the completion of this offering, we expect that cash generated from our Singapore operations and borrowings under our new senior secured term loan, together with borrowings under our new senior secured revolving credit facility as needed, will provide sufficient liquidity to fund our Singapore operations. Management has concluded that the undistributed earnings of all subsidiaries are not expected to be remitted to Singapore in the foreseeable future. For the years ended December 31, 2012 and 2011, management reviewed its policy for repatriation of all our subsidiaries in view of the restructuring announcement made in December 2011 and determined that the undistributed earnings of all our foreign subsidiaries were not expected to be remitted to the United States in the foreseeable future. | |||||||||
We have made our best estimates of certain income tax amounts included in the combined financial statements. Application of our accounting policies and estimates, however, involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. In arriving at our estimates, factors we consider include how accurate the estimate or assumptions have been in the past, how much the estimate or assumptions have changed and how reasonably likely such change may have a material impact. | |||||||||
Stock-Based Compensation | |||||||||
Our combined financial statements include certain expenses of SunEdison that were allocated to us for stock-based compensation. Stock-based compensation expense for all share-based payment awards is based on the estimated grant-date fair value. These compensation costs are recognized net of an estimated forfeiture rate for only those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. For ratable awards, compensation costs are recognized for all grants on a straight-line basis over the requisite service period of the entire award. Forfeiture rates are estimated taking into consideration of our historical experience during the preceding four fiscal years. | |||||||||
The assumptions used are routinely examined in estimating the fair value of employee options granted. As part of this assessment, it was determined that the historical stock price volatility and historical pattern of option exercises are appropriate indicators of expected volatility and expected term. The interest rate is determined based on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of the award. The Black-Scholes option-pricing model is used to estimate the fair value of ratable and cliff vesting options. For market condition awards, the grant date fair value was calculated for these awards using a probabilistic approach under a Monte Carlo simulation taking into consideration volatility, interest rates and expected term. | |||||||||
Contingencies | |||||||||
We are involved in conditions, situations or circumstances in the ordinary course of business with possible gain or loss contingencies that will ultimately be resolved when one or more future events occur or fail to occur. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, that amount will be accrued. When no amount within the range is a better estimate than any other amount, however, the minimum amount in the range will be accrued. We continually evaluate uncertainties associated with loss contingencies and record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements; and (ii) the loss or range of loss can be reasonably estimated. Legal costs are expensed when incurred. Gain contingencies are not recorded until realized or realizable. | |||||||||
Shipping and Handling | |||||||||
Costs to ship products to customers are included in marketing and administration expense in the combined statement of operations. Amounts billed to customers, if any, to cover shipping and handling are included in net sales. Costs to ship products to customers were $18.2 million, $23.4 million and $21.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||
Fair Value Measurements | |||||||||
Fair value accounting guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, and are based on market data obtained from sources independent of us. Unobservable inputs reflect assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: | |||||||||
• | Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment. | ||||||||
• | Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Valuations for Level 2 are prepared on an individual instrument basis using data obtained from recent transactions for identical securities in inactive markets or pricing data from similar instruments in active and inactive markets. | ||||||||
• | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | ||||||||
We maintain various financial instruments recorded at cost in the December 31, 2013 and 2012 balance sheets that are not required to be recorded at fair value. For these instruments, we used the following methods and assumptions to estimate the fair value: | |||||||||
• | Cash equivalents, restricted cash, accounts receivable and payable, customer deposits, income taxes receivable and payable, short-term borrowings, and accrued liabilities—cost approximate fair value because of the short maturity period; and | ||||||||
• | Long-term debt—fair value is based on the amount of future cash flows associated with each debt instrument discounted at our current estimated borrowing rate for similar debt instruments of comparable terms. | ||||||||
There were no transfers into or out of Level 1, Level 2 or Level 3 financial instruments during the periods ended December 31, 2013 and 2012. See Note 6 for debt fair value disclosure, see Note 9 for pension and other post-employment benefit plan asset fair value disclosures and see Note 10 for derivative fair value disclosures. | |||||||||
Accounting Standards Updates | |||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2013-02 (“ASU2013-02”), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (AOCI), to provide guidance about AOCI disclosure requirements. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in financial statements; however, it does require an entity to provide information about the amounts reclassified out of AOCI by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. This standard was adopted on January 1, 2013. | |||||||||
In June 2011, the FASB issued Accounting Standards Update 2011-05 (“ASU 2011-05”), Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This standard was retrospectively adopted on January 1, 2012. |
RESTRUCTURING_IMPAIRMENT_AND_O
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES | 3. RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES | 3. RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2014 Consolidation of Crystal Activities | 2011 Global Plan | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
We announced a plan to consolidate our crystal operations during the first quarter of 2014. The consolidation will include transitioning small diameter crystal activities from our St. Peters, Missouri facility to other crystal facilities in Korea, Taiwan, and Italy. The consolidation of crystal activities will affect approximately 120 employees in St. Peters and is currently being implemented. It is expected to be completed by the second half of 2015. Restructuring reversals of $0.5 million and restructuring charges of $3.5 million were recorded for the three and nine months ended September 30, 2014, respectively, and are included within restructuring charges (reversals) on the condensed consolidated statement of operations. We also recorded long-lived asset impairment charges of $0.7 million for the three and nine months ended September 30, 2014 related to the consolidation of the semiconductor crystal operations. | During the second half of 2011, the semiconductor industry experienced a downturn. In December 2011, in order to better align our business to current and expected market conditions in the semiconductor market, as well as to improve our overall cost competitiveness and cash flows, we committed to a series of actions to reduce our global workforce, right size production capacity and accelerate operating cost reductions in 2012 and beyond (the “2011 Global Plan”). These actions included: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2011 Global Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The semiconductor industry experienced a downturn during the second half of 2011. We committed in December 2011 to a series of actions to reduce our global workforce, right size production capacity, and accelerate operating cost reductions in 2012 and beyond (the “2011 Global Plan”) in order to better align our business to then current and expected market conditions in the semiconductor market, as well as to improve our overall cost competitiveness and cash flows. | • | Reducing total workforce by approximately 500 persons worldwide, representing approximately 11% of our employees; | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
• | Shuttering our Merano, Italy polysilicon facility as of December 31, 2011; | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Details of the 2014 expenses, cash payments, and expected costs incurred related to the 2011 Global Plan are set out in the following table: | As a result of adverse market conditions and asset recoverability tests, we incurred charges associated with restructuring, impairment of long-lived assets and write-downs of inventory. The following is a summary of the charges recorded during the fourth quarter of December 31, 2011: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As of September 30, 2014 | In millions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued | Year-to-date | Cash | Non-cash | Currency | Accrued | Cumulative | Total | Type of Charge | Amount | Statement of Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, | Restructuring | Payments | Settlements | September 30, | Costs | Costs | Classification | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | Reversals | 2014 | Incurred | Expected | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
to be | Restructuring | $ | 281.9 | Restructuring | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Incurred | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In millions | Long-lived asset impairment (see Note 5) | $ | 234.7 | Long-lived asset impairment | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2011 Global Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and employee benefits | $ | 21 | $ | (1.5 | ) | $ | (2.9 | ) | $ | (0.9 | ) | $ | (1.2 | ) | $ | 14.5 | $ | 35.1 | $ | 35.1 | Inventory adjustments and other (see Note 4) | $ | 22.4 | Cost of goods sold | ||||||||||||||||||||||||||||||||||||||||||
Contract termination | 10.5 | — | (10.5 | ) | — | — | — | 106.5 | 106.5 | In the fourth quarter of 2011, restructuring charges consisted of $54.5 million of severance and other one-time benefits for employees terminated under the 2011 Global Plan, $182.9 million of estimated liabilities accrued as a result of us canceling or not being able to fulfill the entire purchase obligation for certain supplier contracts and $44.5 million of other related charges. Total cash payments made under the 2011 Global Plan during the year ended December 31, 2011 were $3.4 million. See the following tables below for cash payments made during the years ended December 31, 2012 and 2013, respectively. For additional discussion on the charges associated with the impairment of long-lived assets and write-downs of inventory, see the respective footnotes noted in the above table. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other | 24.2 | (2.1 | ) | (9.4 | ) | 2 | (1.3 | ) | 13.4 | 35.8 | 35.8 | In addition, during June 2011, we committed to actions to reduce overall manufacturing costs across our global sites, as well as to realign certain general and administrative expenses due to industry and customer specific developments. These actions included relocation of certain operations and reductions in headcount. During the year ended December 31, 2011, we recorded restructuring charges of $5.1 million for severance and other related employee benefits associated with these actions. Cash payments of $4.9 million were made during 2011 that were also related to these actions. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Details of the 2012 expenses, cash payments and expected costs incurred related to the 2011 Global Plan are set out in the following table: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 55.7 | $ | (3.6 | ) | $ | (22.8 | ) | $ | 1.1 | $ | (2.5 | ) | $ | 27.9 | $ | 177.4 | $ | 177.4 | |||||||||||||||||||||||||||||||||||||||||||||||
We recorded net restructuring reversals of $14.4 million for the nine months ended September 30, 2014, which were mostly incurred during the first six months of 2014, due to a favorable settlement of a polysilicon supply agreement negotiated in 2013 with a subsidiary of SunEdison, but settled during the first half of 2014. The favorable settlement with a subsidiary of SunEdison was recorded within restructuring charges (reversals) on the condensed consolidated statement of operations with an offset to accounts receivable, affiliate in the condensed consolidated balance sheet, and thus is not reflected in the table above. This favorable settlement with a subsidiary of SunEdison is not reflected in the condensed consolidated statement of cash flows as this is a non-cash transaction. Other revisions to our estimated restructuring liabilities included $1.3 million of net charges which were recorded during the three months ended September 30, 2014 and $3.6 million of net reversals which were recorded during the nine months ended September 30, 2014 due to actual results differing from our previous estimates. | As of December 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
During the second quarter of 2014, we executed a favorable settlement of a polysilicon supply agreement with a subsidiary of SunEdison. This settlement resulted in non-cash capital contributions in the form of intercompany debt forgiveness which did not change the statement of operations but increased shareholders’ equity by $32.3 million. Because this is a non-cash transaction, the Company recorded a net increase in net parent investment of approximately $32.3 million which is not reflected in the condensed consolidated statement of cash flows or the table above. | In millions | Accrued | Year-to-date | Cash | Currency | Accrued | Cumulative | Total Costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
During the third quarter of 2014, we received offers of interest to purchase our indefinitely closed Merano, Italy polysilicon facility and the related chlorosilanes facility. These offers indicated to us that the carrying value of the assets exceeded the estimated fair value. As a result of an impairment analysis, we recorded approximately $57 million of non-cash charges to write down these assets to their estimated fair value. These charges are recognized as long-lived asset impairment charges in our condensed consolidated statement of operations. Impairment charges were measured based on the amount by which the carrying value of these assets exceeded their estimated fair value after consideration of their future cash flows using management’s assumptions (Level 3). | December 31, | Restructuring | Payments | December 31, | Costs Incurred | Expected to be | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
There were $35.4 million and $41.5 million, respectively, in net restructuring reversals for the three and nine months ended September 30, 2013 pertaining to favorable settlements of contractual obligations and revisions to our estimated restructuring liabilities differing from our previous estimates related to the restructuring plans. We made approximately $64.9 million in cash payments related to these plans for the nine months ended September 30, 2013. | 2011 | Charges | 2012 | Incurred | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Reversals) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2011 Global Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and employee benefits | $ | 54.5 | $ | (6.4) | $ | (17.4) | $ | 0.3 | $ | 31.0 | $ | 48.1 | $ | 48.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract termination | 178.3 | -76.4 | -33.2 | 0.8 | 69.5 | 106.5 | 106.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other | 48.1 | -5.1 | -6.7 | 0.7 | 37.0 | 39.4 | 39.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 280.9 | $ | -87.9 | $ | -57.3 | $ | 1.8 | $ | 137.5 | $ | 194.0 | $ | 194.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
On September 4, 2012, we executed two settlement agreements with Evonik Industries AG and Evonik Degussa SpA (“Evonik”), one of our suppliers, to settle disputes arising from our early termination of two take-or-pay supply agreements. One of the original supply agreements also included a provision for the construction and operation of a chlorosilanes plant located on our existing Merano, Italy polysilicon facility for our benefit. Pursuant to the settlement reached, we forfeited a deposit of $10.2 million and agreed to pay Evonik a total of 70.0 million Euro, of which 25.0 million Euro was paid in 2012 and 45.0 million Euro was paid in 2013. As a result of this restructuring related settlement, a favorable adjustment to our 2011 Global Plan liabilities was made in the third quarter of 2012 resulting in $65.8 million of income within restructuring charges (reversals) on the combined statement of operations. Additionally, on December 30, 2012 as part of the settlement with Evonik, we obtained title to the related chlorosilanes plant, which resulted of a $31.7 million gain on the combined statement of operations in the fourth quarter of 2012. The fair value of the chlorosilanes plant was calculated based on a discounted cash flow model using management’s assumptions (Level 3). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As a result of shuttering our Merano, Italy polysilicon facility, we entered into a letter of agreement on December 14, 2012 with a subsidiary of SunEdison pertaining to a polysilicon supply agreement. The letter agreement required the subsidiary of SunEdison to reimburse the Company 57.9 million Euro related to damages paid to suppliers and lost profits. As a result of this letter of agreement, approximately $75.7 million of income was recorded within restructuring charges (reversals) on the combined statement of operations with an offset to accounts receivable, affiliate in the combined balance sheet in December 2012. The parties agreed to offset the accounts receivable, affiliate balance at December 31, 2012 of $75.7 million during 2013 by reducing the long-term loan from the SunEdison subsidiary by 40 million Euro and reducing accounts payable, affiliate by 17.9 million Euro. Similarly, in December 2011, a debit memo was issued for approximately $10.5 million, resulting in income within restructuring charges (reversals) on the combined statement of operations. In addition, the Company retained a deposit of 24 million Euro for each of the periods ended December 31, 2013, 2012 and 2011 related to the polysilicon supply agreement, which is included within the accounts payable, affiliate line in the combined balance sheet. In September 2013, similar to the 2012 agreement, the SunEdison subsidiary agreed with the Company to reimburse damages paid to suppliers and lost profits for 2013. For the year ended December 31, 2013, the Company recorded approximately $62.9 million of income within restructuring charges (reversals) on the combined statement of operations with an offset to accounts receivable, affiliate in the combined balance sheet. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Details of the 2013 expenses, cash payments and expected costs incurred related to the 2011 Global Plan are set out in the following table: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In millions | Accrued | Year-to-date | Cash Payments | Non-Cash | Currency | Accrued | Cumulative | Total Costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, | Restructuring | Settlements | December 31 | Costs Incurred | Expected to be | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | Charges | 2013 | Incurred | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Reversals) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2011 Global Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and employee benefits | $ | 31.0 | $ | (11.5) | $ | (0.7) | $ | — | $ | 2.2 | $ | 21.0 | $ | 36.6 | $ | 36.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Contract termination | 69.5 | — | -59.4 | — | 0.4 | 10.5 | 106.5 | 106.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other | 37.0 | -1.5 | -4.8 | -7.6 | 1.1 | 24.2 | 37.9 | 37.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 137.5 | $ | -13 | $ | -64.9 | $ | -7.6 | $ | 3.7 | $ | 55.7 | $ | 181.0 | $ | 181.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
During the year ended December 31, 2013, $75.9 million of income was recorded within restructuring charges (reversals) in the combined statement of operations pertaining to the 2011 Global Plan, which primarily consisted of the $62.9 million previously discussed. The remaining income recorded within restructuring charges (reversals) relates to net reversals of costs due to settlements of certain obligations and changes in estimates pertaining to severance, offset by immaterial expenses related to various restructuring activities. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In the fourth quarter of 2013, management concluded an analysis as to whether to restart the Merano, Italy polysilicon facility and determined that, based on recent developments and current market conditions, restarting the facility was not aligned with our business strategy. Accordingly, we have decided to indefinitely close that facility and the related chlorosilanes facility obtained from Evonik. As a result, in the fourth quarter of 2013, we recorded approximately $33.6 million of non-cash impairment charges to write down these assets to their current estimated salvage value. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2009 Restructuring Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In order to better align manufacturing capabilities to projected demand, we committed to workforce reductions during the first and second quarters of 2009 (the “2009 Global Plan”). In September 2009, we committed to actions to reduce manufacturing costs by shifting manufacturing from our St. Peters, Missouri and Sherman, Texas facilities to other locations which are closer to a number of our customers in the Asia Pacific region (the “2009 U.S. Plan”). We have provided and paid severance benefits to those terminated under the 2009 Global Plan and will provide severance benefits to those employees who have been or will be terminated under the 2009 U.S. Plan. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Details of 2013 expenses related to the 2009 U.S. and Global Plans are set out in the following table: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In millions | Accrued | Year-to-Date | Cash | Accrued | Cumulative | Total Costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2012 | Restructuring | Payments | December 31, 2013 | Costs | Expected to be | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charges (Reversals) | Incurred | Incurred | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2009 U.S. and Global Plans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and other employee benefits | $ | 2.7 | $ | 0.9 | $ | (3.0 | ) | $ | 0.6 | $ | 16.4 | $ | 16.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset move costs | — | — | — | — | 8.5 | 8.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract termination | — | — | — | — | 2.9 | 2.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Infrastructure costs | — | — | — | — | 4.3 | 4.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 2.7 | $ | 0.9 | $ | (3.0 | ) | $ | 0.6 | $ | 32.1 | $ | 32.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Details of 2012 expenses related to the 2009 U.S. and Global Plans are set out in the following table: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued | Year-to-Date | Cash | Accrued | As of December 31, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2011 | Restructuring | Payments | December 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charges (Reversals) | Cumulative | Total Costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Costs | Expected to be | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Incurred | Incurred | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2009 U.S. and Global Plans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and other employee benefits | $ | 12.6 | $ | (2.5) | $ | (7.4) | $ | 2.7 | $ | 15.5 | $ | 15.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset move costs | — | — | — | — | 8.5 | 8.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract termination | 2.9 | — | -2.9 | — | 2.9 | 2.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Infrastructure costs | — | 4.3 | -4.3 | — | 4.3 | 4.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 15.5 | $ | 1.8 | $ | -14.6 | $ | 2.7 | $ | 31.2 | $ | 31.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Details of 2011 expenses related to the 2009 U.S. and Global Plans are set out in the following table: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued | Year-to-Date | Cash | Accrued | As of December 31, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2010 | Restructuring | Payments | December 31, 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charges (Reversals) | Cumulative | Total Costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Costs | Expected to be | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Incurred | Incurred | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2009 U.S. and Global Plans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and other employee benefits | $ | 16.2 | $ | (0.2) | $ | (3.4) | $ | 12.6 | $ | 18.0 | $ | 18.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset move costs | — | 5.3 | -5.3 | — | 8.5 | 20.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract termination | — | 2.9 | — | 2.9 | 2.9 | 2.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Infrastructure costs | — | — | — | — | — | 4.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 16.2 | $ | 8.0 | $ | -8.7 | $ | 15.5 | $ | 29.4 | $ | 46.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVENTORIES
INVENTORIES | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Inventory Disclosure [Abstract] | ||||||||||||||||||
INVENTORIES | 4. INVENTORIES | 4. INVENTORIES | ||||||||||||||||
Inventories consist of the following: | Inventories consist of the following: | |||||||||||||||||
As of | As of | As of December 31, | ||||||||||||||||
September 30, | December 31, | 2013 | 2012 | |||||||||||||||
2014 | 2013 | In millions | ||||||||||||||||
In millions | Raw materials and supplies | $ | 37.5 | $ | 35.3 | |||||||||||||
Raw materials and supplies | $ | 31.2 | $ | 37.5 | Goods in process | 48.1 | 43.6 | |||||||||||
Goods in process | 55.5 | 48.1 | Finished goods | 42.5 | 51.6 | |||||||||||||
Finished goods | 43.7 | 42.5 | ||||||||||||||||
Total inventories | $ | 128.1 | $ | 130.5 | ||||||||||||||
Total inventories | $ | 130.4 | $ | 128.1 | ||||||||||||||
Included in the table above as of December 31, 2013, was $22.9 million of finished goods inventory held on consignment, compared to $27.7 million as of December 31, 2012. | ||||||||||||||||||
Due to adverse market conditions and the shuttering of our Merano, Italy polysilicon facility, we recorded lower of cost or market charges on our raw materials and supplies inventory of $8.6 million for the year ended December 31, 2011. Lower of cost or market charges were $2.4 million for the year ended December 31, 2013 and immaterial for the year ended December 31, 2012. | ||||||||||||||||||
Due to the earthquake and tsunami in Japan on March 11, 2011, wafer production in our semiconductor wafer plant in Japan was suspended from that time through April 12, 2011. Due to the unplanned downtime, we recorded a total of $14.9 million of adjustments to cost of goods sold during the year ended December 31, 2011 as period charges for the under absorption of production costs. We recorded no similar adjustments for the years ended December 31, 2013 and 2012. |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT | ||||||||
Property, plant and equipment consists of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
In millions | |||||||||
Land | $ | 5.9 | $ | 6.1 | |||||
Software | 26.7 | 17.2 | |||||||
Buildings and improvements | 245.8 | 238.5 | |||||||
Machinery and equipment | 1,206.9 | 1,149.0 | |||||||
1,485.3 | 1,410.8 | ||||||||
Less accumulated depreciation | -811 | -729.4 | |||||||
674.3 | 681.4 | ||||||||
Construction in progress | 50.6 | 108.5 | |||||||
Total property, plant and equipment, net | $ | 724.9 | $ | 789.9 | |||||
We recorded asset impairment charges of $34.8 million for the year ended December 31, 2013, of which $33.6 million relates to the assets at our Merano, Italy polysilicon and chlorosilanes facilities to write down these assets to their current estimated salvage value, which was based primarily on an appraisal. For the year ended December 31, 2012, we recorded asset impairment charges of $1.5 million primarily related to software. These charges are reflected in long-lived asset impairment charges in our combined statements of operations. | |||||||||
Due to the downturn in market conditions, we performed an asset impairment analysis of the polysilicon production assets at our shuttered Merano, Italy polysilicon facility. As a result of this analysis, the polysilicon manufacturing assets at our shuttered Merano, Italy polysilicon facility were determined to be impaired as of December 31, 2011 and written down to its net realizable salvage value, which was based primarily on an appraisal. We recognized asset impairment charges of $225.7 million during the year ended December 31, 2011, which were recorded in the long-lived asset impairment charges in our combined statement of operations. |
DEBT
DEBT | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
DEBT | 5. DEBT | 6. DEBT | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt outstanding consists of the following: | Debt outstanding consists of the following: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
As of September 30, 2014 | As of December 31, 2013 | As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Total | Current | Long- | Total | Current | Long- | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal | and | Term | Principal | and | Term | |||||||||||||||||||||||||||||||||||||||||||||||||
Short- | Short- | Total | Current and | Long-Term | Total | Current and | Long-Term | |||||||||||||||||||||||||||||||||||||||||||||||
Term | Term | Principal | Short-Term | Principal | Short-Term | |||||||||||||||||||||||||||||||||||||||||||||||||
In millions | In millions | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt | $ | 207.5 | $ | 2.1 | $ | 205.4 | $ | 10.4 | $ | 2.8 | $ | 7.6 | Long-term notes | $ | 10.4 | $ | 2.8 | $ | 7.6 | $ | 16.0 | $ | 3.4 | $ | 12.6 | |||||||||||||||||||||||||||||
Senior Secured Credit Facility | Long-term notes totaling $10.4 million and $16.0 million as of December 31, 2013 and 2012, respectively, are owed to a bank by our Japanese subsidiary. The notes are guaranteed by our Parent and are secured by the property, plant and equipment of our Japanese subsidiary. These loans mature in years ranging from 2014 to 2017. The guarantees require our Parent to satisfy the loan obligations in the event that the Japanese subsidiary fails to pay such debt in accordance with its stated terms. The cost of borrowing is a fixed 2.2% interest rate and the notes mature in 2017. There are no debt covenants related to this loan. For information on intercompany borrowings, see Note 13. | |||||||||||||||||||||||||||||||||||||||||||||||||||||
On May 27, 2014, the Company and its direct subsidiary, SunEdison Semiconductor B.V. (the “Borrower”), entered into a credit agreement with Goldman Sachs Bank USA, as administrative agent, sole lead arranger, and sole syndication agent, and, together with Macquarie Capital (USA) Inc., as joint bookrunners, Citibank, N.A., as letter of credit issuer, and the lender parties thereto (the “Credit Facility”). The Credit Facility provides for: (i) a senior secured term loan facility in an aggregate principal amount up to $210.0 million (the “Term Facility”); and (ii) a senior secured revolving credit facility in an aggregate principal amount up to $50.0 million (the “Revolving Facility”). Under the Revolving Facility, the Borrower may obtain (i) letters of credit and bankers’ acceptances in an aggregate stated amount up to $15.0 million; and (ii) swing line loans in an aggregate principal amount up to $15.0 million. The Term Facility has a five-year term, ending May 27, 2019, and the Revolving Facility has a three-year term, ending May 27, 2017. The full amount of the Term Facility was drawn on May 27, 2014. As of September 30, 2014, no amounts were outstanding under the Revolving Facility, but $3.2 million of third party letters of credit were outstanding which reduced the available borrowing capacity. The principal amount of the Term Facility shall be repaid in quarterly installments of $525,000 beginning September 30, 2014 with the remaining balance paid at maturity. The first payment was made on September 30, 2014. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Term Facility was issued at a discount of 1.00%, or $2.1 million, which will be amortized as an increase in interest expense over the term of the Term Facility. We incurred approximately $9.8 million of financing fees related to the Credit Facility that have been capitalized and will be amortized over the term of the respective Term Facility and Revolving Facility. | The estimated fair value of our debt was $9.8 million and $15.0 million as of December 31, 2013 and 2012, respectively. Fair value of this debt is calculated using a discounted cash flow model (Level 2 assumptions) with consideration for our non-performance risk (Level 3 assumptions). | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The Borrower’s obligations under the Credit Facility are guaranteed by the Company and certain of its direct and indirect subsidiaries. The Borrower’s obligations and the guaranty obligations of the Company and its subsidiaries are secured by first-priority liens on and security interests in certain present and future assets of the Company, the Borrower, and the subsidiary guarantors, including pledges of the capital stock of certain of the Company’s subsidiaries. | Maturities | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The aggregate amounts of payments on long-term debt, excluding affiliate debt, after December 31, 2013 are as follows: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings under the Credit Facility bear interest (i) at a base rate plus 4.50% per annum or (ii) at a reserve-adjusted eurocurrency rate plus 5.50% per annum. The minimum eurocurrency base rate for the Term Facility shall at no time be less than 1.00% per annum. Interest will be paid quarterly in arrears, and at the maturity date of each facility for loans bearing interest with reference to the base rate. Interest will be paid on the last day of selected interest periods (which will be one, three and six months), and at the maturity date of each facility for loans bearing interest with reference to the reserve-adjusted eurocurrency rate (and at the end of every three months, in the case of any interest period longer than three months). A fee equal to 5.50% per annum will be payable by the Borrower, quarterly in arrears, in respect of the daily amount available to be drawn under outstanding letters of credit and bankers’ acceptances. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Credit Facility contains customary representations, covenants, and events of default typical for credit arrangements of comparable size, including our maintenance of a consolidated leverage ratio of not greater than: (i) 3.5 to 1.0 for the fiscal quarters ending September 30, 2014 and December 31, 2014; (ii) 3.0 to 1.0 for the fiscal quarters ending March 31, 2015 and June 30, 2015; and (iii) 2.5 to 1.0 for the fiscal quarters ending on and after September 30, 2015. The Credit Facility also contains customary material adverse effects and cross-default clauses. The cross-default clause is applicable to defaults on other indebtedness in excess of $30.0 million. As of September 30, 2014, we were in compliance with all covenants of the Credit Facility. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Japanese Credit Facility | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | |||||||||||||||||||||||||||||||||||||||||||||||
Long-term notes totaling $10.4 million as of December 31, 2013 were owed to a bank by our Japanese subsidiary. The notes were guaranteed by our Parent and further secured by the property, plant and equipment of our Japanese subsidiary. The original maturity dates of these loans ranged from 2014 to 2017. These long-term notes were paid in full during the second quarter of 2014 using proceeds from the Offering and the Samsung Private Placements, along with the proceeds of the $210.0 million Term Facility. | In millions | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Financing Arrangements | Maturities of long-term debt | $ | 2.8 | $ | — | $ | — | $ | 7.6 | $ | — | $ | — | $ | 10.4 | |||||||||||||||||||||||||||||||||||||||
We have short-term committed financing arrangements of $23.5 million at September 30, 2014, of which there were no borrowings outstanding as of September 30, 2014. Of this amount, $17.5 million is unavailable because it relates to the issuance of third party letters of credit. Interest rates are negotiated at the time of the borrowings. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
The estimated fair value of our debt was $203.3 million and $9.8 million as of September 30, 2014 and December 31, 2013, respectively. Fair value of this debt is calculated using a discounted cash flow model (Level 2 assumptions) with consideration for our non-performance risk (Level 3 assumptions). |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||
STOCK-BASED COMPENSATION | 6. STOCK-BASED COMPENSATION | 7. STOCK-BASED COMPENSATION | ||||||||||||||||||||||||||||||||
We have equity incentive plans that provide for the award of non-qualified stock options, performance shares, and restricted stock units (“RSU”) to employees and non-employee directors. We filed a registration statement on Form S-8 on June 10, 2014 to register an aggregate of 11,000,000 ordinary shares reserved for issuance under the equity incentive plans we adopted in connection with the Offering. As of September 30, 2014, there were approximately 7.9 million shares remaining available for future grant under these plans. | Our Participation in Parent’s Incentive Plans | |||||||||||||||||||||||||||||||||
SunEdison maintains a number of stock-based compensation programs at a corporate level. Our employees participate in those programs and as such, we were allocated expenses associated with those programs based on the actual number of stock-based compensation awards granted to our employees. Our combined balance sheets do not include any Parent outstanding equity related to the stock-based compensation programs. | ||||||||||||||||||||||||||||||||||
The following table presents information regarding outstanding stock options as of September 30, 2014, and changes during the nine months ended September 30, 2014: | Our Parent has equity incentive plans that provide for the award of non-qualified stock options, restricted stock, performance shares and restricted stock units (“RSU”) to employees, non-employee directors and consultants. We historically have participated in these equity incentive plans and have provided disclosures for these awards allocated to us. As of December 31, 2013, there were 5.3 million shares authorized for future grant under these plans from the Parent. Options to employees are generally granted upon hire and annually or semi-annually, usually with four-year ratable vesting, although certain grants have three, four or five-year cliff vesting. No option has a term of more than 10 years. The exercise price of stock options granted has historically equaled the market price on the date of the grant. | |||||||||||||||||||||||||||||||||
The following table presents information regarding outstanding stock options as of December 31, 2013 and changes during the year then ended with regard to stock options allocated to us: | ||||||||||||||||||||||||||||||||||
Shares | Weighted- | Aggregate | Weighted- | |||||||||||||||||||||||||||||||
Average | Intrinsic | Average | Shares | Weighted- | Aggregate | Weighted-Average | ||||||||||||||||||||||||||||
Exercise Price | Value (in | Remaining | Average | Intrinsic | Remaining | |||||||||||||||||||||||||||||
millions) | Contractual | Exercise Price | Value (in | Contractual Life (years) | ||||||||||||||||||||||||||||||
Life (years) | millions) | |||||||||||||||||||||||||||||||||
Outstanding at December 31, 2013 | — | $ | — | Beginning of 2013 | 4,517,063 | $ | 4.84 | |||||||||||||||||||||||||||
Granted | 1,709,102 | 15.76 | Granted | 1,907,483 | 7.36 | |||||||||||||||||||||||||||||
Exercised | — | — | Exercised | -188,951 | 3.49 | |||||||||||||||||||||||||||||
Forfeited | — | — | Forfeited | -777,912 | 3.66 | |||||||||||||||||||||||||||||
Expired | — | — | Expired | -82,877 | 15.56 | |||||||||||||||||||||||||||||
Outstanding at September 30, 2014 | 1,709,102 | $ | 15.76 | $ | 6.1 | 10 | 31-Dec-13 | 5,374,806 | $ | 5.78 | $ | 41.7 | 8 | |||||||||||||||||||||
Options exercisable at September 30, 2014 | — | $ | — | $ | — | — | Options exercisable at December 31, 2013 | 883,933 | $ | 10.14 | $ | 5.2 | 6 | |||||||||||||||||||||
In connection with the Offering and the Company’s annual grant, approximately 1.7 million stock options were granted for the nine month period ended September 30, 2014. The weighted-average grant-date fair value per share of options granted was $5.12 for the nine month period ended September 30, 2014. | The aggregate intrinsic value in the tables above represents the total pre-tax intrinsic value (the difference between SunEdison’s closing stock price on the last trading day of the year ended December 31, 2013 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2013. This amount changes based on the fair market value of SunEdison’s stock. There were no material amounts of option exercises and related cash receipts or tax benefits realized for the years ended December 31, 2013 and 2012. | |||||||||||||||||||||||||||||||||
The following table presents information regarding outstanding restricted stock units as of September 30, 2014, and changes during the nine months ended September 30, 2014: | ||||||||||||||||||||||||||||||||||
At our Parent’s May 25, 2012 annual meeting of stockholders, stockholders approved amendments to the equity incentive plans to permit a one-time stock option exchange program pursuant to which certain employees, excluding directors and executive officers, would be permitted to surrender for cancellation certain outstanding stock options with an exercise price substantially greater than the then current trading price in exchange for fewer stock options at a lower exercise price. The option exchange program commenced on July 17, 2012 and closed on August 17, 2012. The number of new stock options replacing surrendered eligible options was determined by an exchange ratio dependent on the exercise price of the original options and constructed to result in the new option value being approximately equal to the value of surrendered options. The program was designed to cause us to incur minimal incremental stock-based compensation expense in future periods. The option exchange resulted in the cancellation of old options and the issuance of new options with an award date of August 20, 2012 and a new exercise price of $2.77 per share. The cancelled options are reflected in the rollforward above as either forfeited or expired, depending on whether or not the old options were vested or not. New options issued in the exchange will vest over a two or three year period depending on whether the surrendered options were fully or partially vested. The cost associated with the awards created under the stock option exchange will be recognized on a straight line basis over the two or three year vesting period. The compensation cost of the original awards will continue to be expensed under the original vesting schedule. | ||||||||||||||||||||||||||||||||||
During the third quarter of 2012, the Parent granted options with a 10-year contractual term to select employees, including senior executives, excluding the Parent’s chief executive officer. The options will vest in three tranches one year after the Parent company stock achieves the following three price hurdles for 30 consecutive calendar days: $7.00, $10.00 and $15.00. If the individual price hurdles are not met within five years of the grant date, the options tied to that individual price hurdle will be cancelled. The compensation cost associated with these awards will be expensed on a straight line basis over the service period of each separately identified tranche. The grant date fair value was calculated for these awards using a probabilistic approach under a Monte Carlo simulation taking into consideration volatility, interest rates and expected term. Because the vesting of these awards is based on stock price performance (i.e., a market condition), it is classified as an equity award. Two of the three market price hurdles were met during 2013 and therefore the options tied to those hurdles will vest in 2014. The third price hurdle was not met during 2013. | ||||||||||||||||||||||||||||||||||
Restricted Stock | Aggregate Intrinsic | Weighted- | The weighted-average assumptions are as follows: | |||||||||||||||||||||||||||||||
Units | Value (in millions) | Average Remaining | ||||||||||||||||||||||||||||||||
Contractual Life | ||||||||||||||||||||||||||||||||||
(years) | 2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Outstanding at December 31, 2013 | — | Risk-free interest rate | 0.8% | 0.8% | 1.7% | |||||||||||||||||||||||||||||
Granted | 1,398,821 | Expected stock price volatility | 63.60% | 67.60% | 65.80% | |||||||||||||||||||||||||||||
Converted | — | Expected term until exercise (years) | 4 | 4 | 4 | |||||||||||||||||||||||||||||
Forfeited | (7,107 | ) | Expected dividends | —% | —% | —% | ||||||||||||||||||||||||||||
The weighted-average grant-date fair value per share of options granted was $3.49, $1.05 and $5.81 for the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, $8.9 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 3 years. | ||||||||||||||||||||||||||||||||||
Outstanding at September 30, 2014 | 1,391,714 | $ | 26.9 | 4 | Restricted stock units represent the right to receive a share of our Parent’s stock at a designated time in the future, provided the stock unit is vested at the time. Recipients of restricted stock units do not pay any cash consideration for the restricted stock units or the underlying shares, and do not have the right to vote or have any other rights of a stockholder until such time as the underlying shares of stock are distributed. Restricted stock units granted to non-employee directors generally vest over a two-year period from the grant date. Restricted stock units granted to employees usually have three-, four- or five-year cliff vesting, or four-year ratable vesting, and certain grants are subject to performance conditions established at the time of grant. | |||||||||||||||||||||||||||||
In connection with the Offering and the Company’s annual grant, approximately 1.4 million restricted stock units were granted for the nine month period ended September 30, 2014. The weighted-average fair value of restricted stock units on the date of grant was $16.86 for the nine months ended September 30, 2014. | The following table presents information regarding outstanding restricted stock units allocated to us as of December 31, 2013 and changes during the year then ended: | |||||||||||||||||||||||||||||||||
Our Participation in Parent’s Incentive Plans | ||||||||||||||||||||||||||||||||||
SunEdison maintains a number of stock-based compensation programs at the corporate level. Our employees have historically participated in those programs and, as such, we were allocated expenses associated with those programs based on the actual number of stock-based compensation awards granted to our employees. Our condensed consolidated balance sheets do not include any Parent outstanding equity related to the stock-based compensation programs. Our employees retained the rights to those equity incentive awards as our Parent maintains a majority ownership interest in us. Therefore, they are accounted as equity-classified awards. As a result, we have included this stock-based compensation expense in our condensed consolidated financial statements. Stock-based compensation expense of $3.4 million was reported as net parent investment on the condensed combined statement of equity prior to the Offering. | ||||||||||||||||||||||||||||||||||
Stock-based compensation expense for the three months ended September 30, 2014 and 2013 was $3.3 million and $4.1 million, respectively. Stock-based compensation expense for the nine months ended September 30, 2014 and 2013 was $7.3 million and $10.6 million, respectively. Stock-based compensation expense is reported as follows in the condensed consolidated statement of operations: | Restricted Stock | Aggregate Intrinsic | Weighted- | |||||||||||||||||||||||||||||||
Units | Value (in millions) | Average Remaining | ||||||||||||||||||||||||||||||||
Contractual Life (years) | ||||||||||||||||||||||||||||||||||
For the Three Months | For the Nine Months | Beginning of 2013 | 1,390,360 | |||||||||||||||||||||||||||||||
Ended September 30, | Ended September 30, | Granted | 611,260 | |||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | Converted | -359,994 | |||||||||||||||||||||||||||||
In millions | Forfeited | -101,455 | ||||||||||||||||||||||||||||||||
Cost of goods sold | $ | 1.1 | $ | 1.3 | $ | 2.6 | $ | 3 | ||||||||||||||||||||||||||
Marketing and administration | 1.5 | 2.2 | 3 | 6 | 31-Dec-13 | 1,540,171 | $ | 20.1 | 2 | |||||||||||||||||||||||||
Research and development | 0.7 | 0.6 | 1.7 | 1.6 | ||||||||||||||||||||||||||||||
As of December 31, 2013, there were no restricted stock units which were convertible. As of December 31, 2013, $6.2 million of total unrecognized compensation cost related to restricted stock units was expected to be recognized over a weighted-average period of approximately 2 years. The weighted-average fair value of restricted stock units on the date of grant was $9.04, $3.53 and $11.37 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||||||||||||||||||||||
Stock-based employee compensation | $ | 3.3 | $ | 4.1 | $ | 7.3 | $ | 10.6 | The amount of stock-based compensation cost capitalized into inventory and fixed assets was not material for the years ended December 31, 2013, 2012 and 2011. Further, the recognition of excess tax benefits from share-based payment arrangements was not material for the years ended December 31, 2013, 2012 and 2011. | |||||||||||||||||||||||||
Stock-based compensation expense recorded for the years ended December 31, 2013, 2012 and 2011 was allocated as follows: | ||||||||||||||||||||||||||||||||||
The amount of stock-based compensation cost capitalized into inventory and fixed assets was not material for the three and nine months ended September 30, 2014 and 2013. Further, the recognition of excess tax benefits from share-based payment arrangements was not material for the three and nine months ended September 30, 2014 and 2013. | ||||||||||||||||||||||||||||||||||
For the Year Ended December 31, | ||||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||||||||||
Cost of goods sold | $ | 4.4 | $ | 4.8 | $ | 4.2 | ||||||||||||||||||||||||||||
Marketing and administration | 7.4 | 6.2 | 13.4 | |||||||||||||||||||||||||||||||
Research and development | 2.1 | 2.0 | 2.9 | |||||||||||||||||||||||||||||||
Stock-based employee compensation | $ | 13.9 | $ | 13.0 | $ | 20.5 | ||||||||||||||||||||||||||||
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE LOSS | 8. ACCUMULATED OTHER COMPREHENSIVE LOSS | 8. ACCUMULATED OTHER COMPREHENSIVE LOSS | ||||||||||||||||||||||||||||||||||
Comprehensive income (loss) represents a measure of all changes in equity that result from recognized transactions and economic events other than transactions with owners in their capacity as owners. Other comprehensive income (loss) from the Company includes foreign currency translation and pension adjustments. | Comprehensive income (loss) represents a measure of all changes in equity that result from recognized transactions and other economic events other than transactions with owners in their capacity as owners. Other comprehensive income (loss) from the Company includes foreign currency translations, gains / (losses) on available-for-sale securities and pension adjustments. | |||||||||||||||||||||||||||||||||||
The following table presents the changes in each component of accumulated other comprehensive loss, net of tax: | ||||||||||||||||||||||||||||||||||||
The following table presents the changes in each component of accumulated other comprehensive loss, net of tax: | ||||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||
September 30, | September 30, | In millions | Foreign Currency | Available-for-sale | Pension Plans | Accumulated Other | ||||||||||||||||||||||||||||||
In millions | 2014 | 2013 | 2014 | 2013 | Items (1) | Securities | Comprehensive Loss | |||||||||||||||||||||||||||||
Foreign Currency Items (1) | Balance, December 31, 2010 | $ | (13.2) | $ | 0.2 | $ | (39.1) | $ | (52.1) | |||||||||||||||||||||||||||
Beginning balance | $ | (57.2 | ) | $ | (70.3 | ) | $ | (76.3 | ) | $ | (28.1 | ) | Other comprehensive (loss) income before reclassifications | 2.6 | — | -32.7 | -30.1 | |||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss (2) | — | — | 5.9 | 5.9 | ||||||||||||||||||||||||||||||||
Other comprehensive (loss) income before reclassifications | (30.9 | ) | 11.6 | (11.8 | ) | (30.6 | ) | |||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | Net current period other comprehensive (loss) income | 2.6 | — | -26.8 | -24.2 | |||||||||||||||||||||||||||
Net other comprehensive (loss) income | (30.9 | ) | 11.6 | (11.8 | ) | (30.6 | ) | Balance, December 31, 2011 | $ | -10.6 | $ | 0.2 | $ | -65.9 | $ | -76.3 | ||||||||||||||||||||
Balance at September 30 | $ | (88.1 | ) | $ | (58.7 | ) | $ | (88.1 | ) | $ | (58.7 | ) | Other comprehensive loss before reclassifications | -17.5 | — | -4.3 | -21.8 | |||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss (2) | — | — | 2.9 | 2.9 | ||||||||||||||||||||||||||||||||
Available-for-sale Securities | ||||||||||||||||||||||||||||||||||||
Beginning balance | $ | — | $ | 0.2 | $ | — | $ | 0.2 | Net current period other comprehensive loss | -17.5 | — | -1.4 | -18.9 | |||||||||||||||||||||||
Other comprehensive income (loss) before reclassifications | — | — | — | — | Balance, December 31, 2012 | $ | -28.1 | $ | 0.2 | $ | -67.3 | $ | -95.2 | |||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | ||||||||||||||||||||||||||||||||
Other comprehensive (loss) income before | -48.2 | (0.2) | 31.3 | -17.1 | ||||||||||||||||||||||||||||||||
Net other comprehensive (loss) income | — | — | — | — | reclassifications | |||||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss (2) | — | — | 2.1 | 2.1 | ||||||||||||||||||||||||||||||||
Balance at September 30 | $ | — | $ | 0.2 | $ | — | $ | 0.2 | ||||||||||||||||||||||||||||
Net current period other comprehensive (loss) income | -48.2 | (0.2) | 33.4 | -15 | ||||||||||||||||||||||||||||||||
Pension Plans | ||||||||||||||||||||||||||||||||||||
Beginning balance | $ | (27.1 | ) | $ | (67.3 | ) | $ | (33.9 | ) | $ | (67.3 | ) | Balance, December 31, 2013 | $ | -76.3 | $ | — | $ | -33.9 | $ | -110.2 | |||||||||||||||
Other comprehensive income (loss) before reclassifications | — | — | — | — | (1) Excludes foreign currency adjustments as it relates to noncontrolling interests. See the combined statements of comprehensive (loss) income. | |||||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | (0.1 | ) | 1.9 | (0.4 | ) | 1.9 | (2) These other comprehensive loss components are included in marketing and administrative expenses. | |||||||||||||||||||||||||||||
Net other comprehensive (loss) income | (0.1 | ) | 1.9 | (0.4 | ) | 1.9 | ||||||||||||||||||||||||||||||
Amount of accumulated other comprehensive income transferred from SunEdison(2) | — | — | 7.1 | — | ||||||||||||||||||||||||||||||||
Balance at September 30 | $ | (27.2 | ) | $ | (65.4 | ) | $ | (27.2 | ) | $ | (65.4 | ) | ||||||||||||||||||||||||
Accumulated other comprehensive loss at September 30 | $ | (115.3 | ) | $ | (123.9 | ) | $ | (115.3 | ) | $ | (123.9 | ) | ||||||||||||||||||||||||
-1 | Excludes foreign currency adjustments related to noncontrolling interests. See the condensed consolidated statements of comprehensive (loss) income. | |||||||||||||||||||||||||||||||||||
-2 | Amount represents the non-cash transfer of accumulated other comprehensive income from SunEdison as part of the Formation Transactions. | |||||||||||||||||||||||||||||||||||
The following table presents reclassifications from accumulated other comprehensive loss and the affected line in the condensed consolidated statement of operations: | ||||||||||||||||||||||||||||||||||||
Three | Nine Months | Condensed Consolidated Statement of | ||||||||||||||||||||||||||||||||||
Months | Ended | Operations | ||||||||||||||||||||||||||||||||||
Ended | September 30, | |||||||||||||||||||||||||||||||||||
September 30, | ||||||||||||||||||||||||||||||||||||
In millions | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||||||
Amortization of net actuarial gain (loss) and prior service credit (cost) | $ | 0.1 | $ | (1.9 | ) | $ | 0.4 | $ | (1.9 | ) | Marketing and administration expense |
EMPLOYEERELATED_LIABILITIES
EMPLOYEE-RELATED LIABILITIES | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||||||||||||
EMPLOYEE-RELATED LIABILITIES | 14. EMPLOYEE-RELATED LIABILITIES | 9. EMPLOYEE-RELATED LIABILITIES | ||||||||||||||||||||||||
The changes in pension and other post-employment benefit plans are not material to our condensed consolidated financial statements for the three and nine months ended September 30, 2014 and 2013. SunEdison also maintains a number of benefit programs at the corporate level. Our employees have historically participated in those programs and, as such, we were allocated expenses associated with those programs. | SunEdison maintains a number of benefit programs at a corporate level. Our employees participate in those programs and as such, we were allocated expenses associated with those programs. Since substantially all of the Parent pension and other post-employment benefit plans relate solely to us, our combined balance sheets include net benefit plan obligations related to those plans and those benefit plans in certain foreign locations that are our direct obligation. | |||||||||||||||||||||||||
SunEdison received a notice from the Pension Benefit Guaranty Corporation (“PBGC”) in May 2014 that it intends to require an additional contribution to our U. S. pension plan under ERISA section 4062(e), which was transferred to us upon the completion of the Offering. SunEdison has not received a formal assessment or concluded the negotiation process with the PBGC. On July 8, 2014, the PBGC announced a moratorium through the end of 2014 on the enforcement of 4062(e) cases. Therefore, we have not yet made any modifications to our U.S. pension plan assets. The U.S. pension plan was in an over-funded status on a US GAAP basis as of December 31, 2013, and we have not recorded any additional amounts to fund the pension plan as a result of the PBGC notice because we believe the over-funded amount is sufficient to cover the request for contribution by the PBGC. We do not expect any final resolution with the PBGC to have a material impact on our financial condition or results of operations. | Pension and Other Post-Employment Benefit Plans | |||||||||||||||||||||||||
Prior to January 2, 2002, SunEdison’s defined benefit pension plan covered most U.S. employees. Benefits for this plan were based on years of service and qualifying compensation during the final years of employment. Effective January 2, 2002, our Parent amended the defined benefit plan to discontinue future benefit accruals for certain participants. In addition, effective January 2, 2002, no new participants will be added to the plan. Effective January 1, 2012, the accumulation of new benefits for all participants under this defined benefit pension plan was frozen. This change did not have a material impact on the Company’s combined financial statements because the plan was frozen to new participants in 2002 and combined with turnover, the level of active participants was not significant. | ||||||||||||||||||||||||||
We also sponsor defined benefit pension plans for our eligible employees in Japan and Taiwan. | ||||||||||||||||||||||||||
Our Parent also has a non-qualified plan under the Employee Retirement Income Security Act of 1974. This plan provides benefits in addition to the defined benefit plan. Eligibility for participation in this plan requires coverage under the defined benefit plan and other specific circumstances. The non-qualified plan has also been amended to discontinue future benefit accruals. | ||||||||||||||||||||||||||
Prior to January 1, 2002, our Parent’s health care plan provided post-retirement medical benefits to full-time U.S. employees who met minimum age and service requirements. The plan is contributory, with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance. Effective January 1, 2002, our Parent amended the health care plan to discontinue eligibility for post-retirement medical benefits for certain participants. In addition, effective January 2, 2002, no new participants will be eligible for post-retirement medical benefits under the plan. | ||||||||||||||||||||||||||
Effective January 1, 2012, the amortization period for the unamortized unrealized loss was changed to the remaining life expectancy of the plan participants, which was derived from an actuarial mortality table. This change was triggered since substantially all the plan participants are now inactive/retired. Prior to 2012, the amortization period was derived based on the average remaining service period of the active participants expected to receive benefits. This change has reduced the amortization expense related to the unrealized loss. | ||||||||||||||||||||||||||
Net periodic post-retirement benefit cost (income) consists of the following: | ||||||||||||||||||||||||||
Pension Plans | Health Care and Other Plans | |||||||||||||||||||||||||
Year ended December 31, | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | ||||||||||||||||||||
In millions | ||||||||||||||||||||||||||
Service cost | $ | 1.0 | $ | 1.1 | $ | 2.9 | $ | — | $ | — | $ | — | ||||||||||||||
Interest cost | 6.7 | 7.8 | 9.4 | 0.7 | 0.8 | 1.1 | ||||||||||||||||||||
Expected return on plan assets | (13.7 | ) | (13.8 | ) | (15.4 | ) | — | — | — | |||||||||||||||||
Amortization of prior service credit | — | — | — | (0.7 | ) | (0.7 | ) | (0.5 | ) | |||||||||||||||||
Net actuarial loss (gain) | 2.9 | 4.1 | 7.9 | (0.1 | ) | (0.5 | ) | (1.5 | ) | |||||||||||||||||
Settlement charges | — | 6.7 | — | — | — | — | ||||||||||||||||||||
Net periodic benefit cost (income) | $ | (3.1 | ) | $ | 5.9 | $ | 4.8 | $ | (0.1 | ) | $ | (0.4 | ) | $ | (0.9 | ) | ||||||||||
In 2012, our Parent’s pension plans experienced significant lump sum payment activity related to the 2011 global reduction in workforce previously described in Note 3. This event triggered settlement accounting with both the U.S. and foreign plans because there were significant pension benefit obligations settled during 2012. Settlement accounting was not triggered in 2011 or 2013. | ||||||||||||||||||||||||||
To determine pension and other post-retirement and post-employment benefit measurements for the plans, our Parent uses a measurement date of December 31. The following is a table of actuarial assumptions used to determine the net periodic benefit cost (income): | ||||||||||||||||||||||||||
Pension Plans | Health Care and Other Plans | |||||||||||||||||||||||||
Year ended December 31, | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | ||||||||||||||||||||
Weighted-average assumptions: | ||||||||||||||||||||||||||
Discount rate | 3.14% | 3.65% | 4.58% | 3.38% | 3.93% | 5.09% | ||||||||||||||||||||
Expected return on plan assets | 8.38% | 8.34% | 8.36% | NA | NA | NA | ||||||||||||||||||||
Rate of compensation increase | NA | NA | 3.63% | 3.75% | 3.75% | 3.75% | ||||||||||||||||||||
Current medical cost trend rate | NA | NA | NA | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||
Ultimate medical cost trend rate | NA | NA | NA | 4.50% | 5.00% | 5.00% | ||||||||||||||||||||
Year the rate reaches ultimate trend rate | NA | NA | NA | 2022 | 2018 | 2017 | ||||||||||||||||||||
The following summarizes the change in benefit obligation, change in plan assets and funded status of the plans: | ||||||||||||||||||||||||||
Pension Plans | Health Care and Other Plans | |||||||||||||||||||||||||
Year ended December 31, | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||
Change in benefit obligation: | ||||||||||||||||||||||||||
Benefit obligation at beginning of year | $ | 223.5 | $ | 227.2 | $ | 21.5 | $ | 20.1 | ||||||||||||||||||
Service cost | 1.0 | 1.1 | — | — | ||||||||||||||||||||||
Interest cost | 6.7 | 7.8 | 0.7 | 0.8 | ||||||||||||||||||||||
Plan participants’ contributions | — | — | 0.4 | 0.5 | ||||||||||||||||||||||
Actuarial (gain) loss | -16.2 | 17.8 | -4.2 | 2.3 | ||||||||||||||||||||||
Gross benefits paid | -15 | -8.7 | -1.3 | -2.2 | ||||||||||||||||||||||
Settlements | — | -21 | — | — | ||||||||||||||||||||||
Currency exchange gain | -3 | -0.7 | — | — | ||||||||||||||||||||||
Benefit obligation at end of year | $ | 197.0 | $ | 223.5 | $ | 17.1 | $ | 21.5 | ||||||||||||||||||
Change in plan assets: | ||||||||||||||||||||||||||
Fair value of plan assets at beginning of year | $ | 171.8 | $ | 176.0 | $ | — | $ | — | ||||||||||||||||||
Actual gain on plan assets | 23.7 | 22.3 | — | — | ||||||||||||||||||||||
Employer contributions | 0.8 | 0.6 | 0.9 | 1.7 | ||||||||||||||||||||||
Plan participants’ contributions | — | — | 0.4 | 0.5 | ||||||||||||||||||||||
Settlements | — | -18.5 | — | — | ||||||||||||||||||||||
Gross benefits paid | -15 | -8.7 | -1.3 | -2.2 | ||||||||||||||||||||||
Currency exchange gain (loss) | -0.1 | 0.1 | — | — | ||||||||||||||||||||||
Fair value of plan assets at end of year | $ | 181.2 | $ | 171.8 | $ | — | $ | — | ||||||||||||||||||
Net amount recognized | $ | -15.8 | $ | -51.7 | $ | -17.1 | $ | -21.5 | ||||||||||||||||||
Amounts recognized in statement of financial position: | ||||||||||||||||||||||||||
Other assets, noncurrent | $ | 18.4 | $ | — | $ | — | $ | — | ||||||||||||||||||
Accrued liabilities, current | -0.8 | -0.6 | -1.3 | -1.4 | ||||||||||||||||||||||
Pension and post-employment liabilities, noncurrent | -33.4 | -51.1 | -15.8 | -20.1 | ||||||||||||||||||||||
Net amount recognized | $ | -15.8 | $ | -51.7 | $ | -17.1 | $ | -21.5 | ||||||||||||||||||
Amounts recognized in accumulated other comprehensive (loss) income (before tax): | ||||||||||||||||||||||||||
Pension Plans | Health Care and Other Plans | |||||||||||||||||||||||||
As of December 31, | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||
Net actuarial loss (gain) | $ | 57.1 | $ | 86.8 | $ | (4.4) | $ | (0.3) | ||||||||||||||||||
Prior service credit | — | — | -11.4 | -12.1 | ||||||||||||||||||||||
Net amount recognized | $ | 57.1 | $ | 86.8 | $ | -15.8 | $ | -12.4 | ||||||||||||||||||
The estimated amounts that will be amortized from accumulated other comprehensive loss into net periodic benefit cost (income) in 2014 are as follows: | ||||||||||||||||||||||||||
Pension Plans | Health Care and | |||||||||||||||||||||||||
Other Plans | ||||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||
Actuarial loss | $ | 1.9 | $ | (1.1) | ||||||||||||||||||||||
Prior service credit | — | -0.7 | ||||||||||||||||||||||||
Total | $ | 1.9 | $ | -1.8 | ||||||||||||||||||||||
The following is a table of the actuarial assumptions used to determine the benefit obligations of our pension and other post-employment plans: | ||||||||||||||||||||||||||
Pension Plans | Health Care and Other Plans | |||||||||||||||||||||||||
As of December 31, | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Weighted-average assumptions: | ||||||||||||||||||||||||||
Discount rate | 3.80% | 3.14% | 4.28% | 3.37% | ||||||||||||||||||||||
Rate of compensation increase | NA | NA | 3.75% | 3.75% | ||||||||||||||||||||||
The composition of our Parent’s plans and age of our participants are such that, as of December 31, 2013 and 2012, the medical cost trend rate no longer has a significant effect on the valuation of our Parent’s health care plans. | ||||||||||||||||||||||||||
The U.S. pension plan assets are invested primarily in marketable securities, including common stocks, bonds and interest-bearing deposits. The weighted-average allocation of pension benefit plan assets at year ended December 31 were as follows: | ||||||||||||||||||||||||||
Actual Allocation | ||||||||||||||||||||||||||
Asset Category (Dollars in millions) | 2013 Target | 2013 | 2012 | |||||||||||||||||||||||
Allocation | ||||||||||||||||||||||||||
Cash | —% | 2% | 2% | |||||||||||||||||||||||
Group annuity contract | —% | 28% | 31% | |||||||||||||||||||||||
Equity securities | 60% | 59% | 54% | |||||||||||||||||||||||
Fixed income securities | 40% | 11% | 13% | |||||||||||||||||||||||
Total | 100% | 100% | 100% | |||||||||||||||||||||||
Judgment is required in evaluating both quantitative and qualitative factors in the determination of significance for purposes of fair value level classification. Valuation techniques used are generally required to maximize the use of observable inputs and minimize the use of unobservable inputs. | ||||||||||||||||||||||||||
Following is a description of the valuation techniques and inputs used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. | ||||||||||||||||||||||||||
Mutual Funds | ||||||||||||||||||||||||||
Mutual funds are valued at the closing price reported on the active market on which they are traded and are classified within Level 1 of the valuation hierarchy. | ||||||||||||||||||||||||||
Group Annuity Contract | ||||||||||||||||||||||||||
This investment represents a fully benefit-responsive guaranteed group annuity contract, with no maturity date. The group annuity contract is designed to provide safety of principal, liquidity and a competitive rate of return. The fair value of the group annuity contract is estimated to be the contract value, which represents contributions plus earnings, less participant withdrawals and administrative expenses. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the arrangement. The crediting interest rate is reset quarterly to prevailing market rates, and the pension plan can make withdrawals from the group annuity contract subject to certain provisions and restrictions. As of December 31, 2013 and 2012, these restrictions did not result in an impairment of value below contract value. This investment is considered to be cash for purposes of our portfolio target allocations. | ||||||||||||||||||||||||||
While we believe the valuation methods are appropriate and consistent with other market participants’ methods, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. | ||||||||||||||||||||||||||
The following table sets forth by level within the fair value hierarchy the investments held by pension plans at December 31, 2013. This table does not include $4.1 million in cash in accordance with the disclosure requirements of ASC 820. | ||||||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total | |||||||||||||||||||||||
in Active | Other | Unobservable | ||||||||||||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||
Equity mutual funds: | ||||||||||||||||||||||||||
Large cap funds | $ | 46.9 | $ | — | $ | — | $ | 46.9 | ||||||||||||||||||
Mid cap funds | 13.7 | — | — | 13.7 | ||||||||||||||||||||||
Small cap funds | 13.8 | — | — | 13.8 | ||||||||||||||||||||||
International funds | 22.8 | — | — | 22.8 | ||||||||||||||||||||||
Emerging market funds | 9.3 | — | — | 9.3 | ||||||||||||||||||||||
Fixed income funds: | ||||||||||||||||||||||||||
Investment grade bond funds | 6.9 | — | — | 6.9 | ||||||||||||||||||||||
Corporate bond funds | 13.3 | — | — | 13.3 | ||||||||||||||||||||||
Group annuity contract | — | — | 50.4 | 50.4 | ||||||||||||||||||||||
Total assets at fair value | $ | 126.7 | $ | — | $ | 50.4 | $ | 177.1 | ||||||||||||||||||
The following table sets forth by Level within the fair value hierarchy the investments held by the pension plans at December 31, 2012. This table does not include the $3.3 million in cash in accordance with the disclosure requirements of ASC 820. | ||||||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total | |||||||||||||||||||||||
in Active | Other | Unobservable | ||||||||||||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||
Equity mutual funds: | ||||||||||||||||||||||||||
Large cap funds | $ | 38.5 | $ | — | $ | — | $ | 38.5 | ||||||||||||||||||
Mid cap funds | 11.1 | — | — | 11.1 | ||||||||||||||||||||||
Small cap funds | 11.0 | — | — | 11.0 | ||||||||||||||||||||||
International funds | 22.0 | — | — | 22.0 | ||||||||||||||||||||||
Emerging market funds | 10.3 | — | — | 10.3 | ||||||||||||||||||||||
Fixed income funds: | ||||||||||||||||||||||||||
Investment grade bond funds | 8.3 | — | — | 8.3 | ||||||||||||||||||||||
Corporate bond funds | 13.6 | — | — | 13.6 | ||||||||||||||||||||||
Group annuity contract | — | — | 53.7 | 53.7 | ||||||||||||||||||||||
Total assets at fair value | $ | 114.8 | $ | — | $ | 53.7 | $ | 168.5 | ||||||||||||||||||
The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 assets for the years ended December 31, 2013 and 2012. | ||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||
Balance, beginning of year | $ | 53.7 | $ | — | ||||||||||||||||||||||
Purchases | 0.2 | 54.9 | ||||||||||||||||||||||||
Sales | (4.6 | ) | (1.7 | ) | ||||||||||||||||||||||
Interest credit during the year | 1.1 | 0.5 | ||||||||||||||||||||||||
Balance, end of year | $ | 50.4 | $ | 53.7 | ||||||||||||||||||||||
The investment objectives of our Parent’s pension plan assets are as follows: | ||||||||||||||||||||||||||
• | To achieve a favorable relative return compared to inflation; | |||||||||||||||||||||||||
• | To achieve an above average total rate of return relative to capital markets; | |||||||||||||||||||||||||
• | Preservation of capital through a broad diversification among asset classes which react, as nearly as possible, independently to varying economic and market circumstances; and | |||||||||||||||||||||||||
• | Long-term growth, with a degree of emphasis on stable growth, rather than short-term capital gains. | |||||||||||||||||||||||||
Our Parent’s pension cost (income) and pension liabilities are determined using various actuarial assumptions, including the discount rate, rate of salary increase, and expected return on plan assets to estimate our pension cost (income) and obligations. The Parent determines the expected return on plan assets based on the pension plans’ intended long-term asset mix. The expected investment return assumption used for the pension plans reflects what the plans can reasonably expect to earn over a long-term period considering plan target allocations. The expected return includes an inflation assumption and adds real returns for the asset mix and a premium for active management, and subtracts expenses. While the assumed expected rate of return on the U.S. pension plan assets in 2013 and 2012 was 8.5%, the actual return experienced in our Parent’s pension plan assets during 2013 and 2012 was 14.6% and 12.8%, respectively. Our Parent consults with the plans’ actuaries to determine a discount rate assumption for pension and other post-retirement and post-employment plans that reflects the characteristics of these plans, including expected cash outflows from the plans, and utilize an analytical tool that incorporates the concept of a hypothetical yield curve. | ||||||||||||||||||||||||||
The rate of compensation increase assumption is not applicable to the pension plans because these plans are frozen. | ||||||||||||||||||||||||||
The pension obligations are funded in accordance with provisions of applicable laws. Contributions to the pension and post-employment plans in 2013 totaled $0.8 million and $0.9 million, respectively, and in 2012 totaled $0.6 million and $1.7 million, respectively. The funding status of the U.S pension plan was overfunded by $18.4 million and underfunded by $19.5 million as of December 31, 2013 and 2012, respectively. The foreign pension plans and health care and other plans continue to maintain an underfunded status as of December 31, 2013 and 2012 and are recorded in pension and post-employment liabilities. As of December 31, 2013, the accumulated benefit obligation for the U.S. pension plan was $159.5 million and the fair value of plan assets was $177.9 million. We expect our Parent’s contribution to the pension and post-employment plans in 2014 to be approximately $1.1 million and $1.3 million, respectively. | ||||||||||||||||||||||||||
As discussed above, in 2013 the U.S. pension plan assets increased to more than the accumulated benefit obligation. As of December 31, 2013 and 2012, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with an accumulated benefit obligation in excess of plan assets were as follows: | ||||||||||||||||||||||||||
Pension Plans | ||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||
Projected benefit obligation, end of year | $ | 37.6 | $ | 223.5 | ||||||||||||||||||||||
Accumulated benefit obligation, end of year | $ | 25.4 | $ | 212.5 | ||||||||||||||||||||||
Fair value of plan assets, end of year | $ | 3.3 | $ | 171.8 | ||||||||||||||||||||||
We estimate that the future benefits payable for the pension and other post-retirement plans are as follows: | ||||||||||||||||||||||||||
Pension Plans | Health Care and | |||||||||||||||||||||||||
Other Plans | ||||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||
2014 | $ | 17.4 | $ | 1.3 | ||||||||||||||||||||||
2015 | $ | 15.0 | $ | 1.3 | ||||||||||||||||||||||
2016 | $ | 14.3 | $ | 1.3 | ||||||||||||||||||||||
2017 | $ | 12.9 | $ | 1.2 | ||||||||||||||||||||||
2018 | $ | 12.3 | $ | 1.2 | ||||||||||||||||||||||
2019-2023 | $ | 58.2 | $ | 5.9 | ||||||||||||||||||||||
Defined Contribution Plans | ||||||||||||||||||||||||||
SunEdison sponsors a defined contribution plan under Section 401(k) of the Internal Revenue Code covering all U.S. salaried and hourly employees, and a defined contribution plan in Taiwan covering most salaried and hourly employees of our Taiwan subsidiary. Our allocated costs under this plan included in our combined statements of operations totaled $4.0 million for 2013 and 2012 and $4.5 million for 2011. | ||||||||||||||||||||||||||
Other Employee-Related Liabilities | ||||||||||||||||||||||||||
Employees of our subsidiaries in Italy and Korea are covered by an end of service entitlement that provides payment upon termination of employment. Contributions to these plans are based on statutory requirements and are not actuarially determined. The accrued liability was $22.2 million at December 31, 2013 and $21.6 million at December 31, 2012, and is included in other long-term liabilities and accrued liabilities on our combined balance sheet. The accrued liability is based on the vested benefits to which the employee is entitled assuming employee termination at the measurement date. |
DERIVATIVES_AND_HEDGING_INSTRU
DERIVATIVES AND HEDGING INSTRUMENTS | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||
DERIVATIVES AND HEDGING INSTRUMENTS | 9. DERIVATIVES AND HEDGING INSTRUMENTS | 10. DERIVATIVES AND HEDGING INSTRUMENTS | ||||||||||||||||||||||||||||||||
Derivatives and hedging activities consist of: | SunEdison Semiconductor’s derivatives and hedging activities consist of: | |||||||||||||||||||||||||||||||||
Assets (Liabilities) at Fair | Assets (Liabilities) Fair Value | |||||||||||||||||||||||||||||||||
Value | In millions | Balance Sheet Location | As of | As of | ||||||||||||||||||||||||||||||
In millions | Balance Sheet Location | As of | As of | December 31, | December 31, | |||||||||||||||||||||||||||||
September 30, | December 31, | 2013 | 2012 | |||||||||||||||||||||||||||||||
2014 | 2013 | Derivatives not designated as hedging: | ||||||||||||||||||||||||||||||||
Derivatives not designated as hedging: | Currency forward contracts (1) | Prepaid and other current assets | $ | — | $ | 0.3 | ||||||||||||||||||||||||||||
Currency forward contracts (1) | Prepaid and other current assets | $ | 0.1 | $ | — | Currency forward contracts (1) | Accrued liabilities | $ | (3.1 | ) | $ | (6.4 | ) | |||||||||||||||||||||
Currency forward contracts (1) | Accrued liabilities | $ | (1.3 | ) | $ | (3.1 | ) | (1) Currency forward contracts are recorded on the combined balance sheet at fair value using Level 1 inputs. | ||||||||||||||||||||||||||
Losses | ||||||||||||||||||||||||||||||||||
(1) | Currency forward contracts are recorded on the condensed consolidated balance sheet at fair value using Level 1 inputs. | Year Ended December 31, | ||||||||||||||||||||||||||||||||
In millions | Statement of | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||
Operations Location | ||||||||||||||||||||||||||||||||||
Losses (Gains) | (Gains) Losses | Derivatives not designated as hedging: | ||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Currency forward contracts | Other, net | $ | 14.3 | $ | 5.2 | $ | 0.2 | |||||||||||||||||||||||||
September 30, | September 30, | To mitigate financial market risks of fluctuations in foreign currency exchange rates, we utilize currency forward contracts. We do not use derivative financial instruments for speculative or trading purposes. We generally hedge transactional currency risks with currency forward contracts. Gains and losses on these foreign currency exposures are generally offset by corresponding losses and gains on the related hedging instruments, reducing the net exposure to SunEdison Semiconductor. A substantial portion of our revenue and capital spending is transacted in the U.S. dollar. However, we do enter into transactions in other currencies, primarily the Euro, the Japanese Yen and certain other Asian currencies. To protect against reductions in value and volatility of future cash flows caused by changes in foreign exchange rates, we have established transaction-based hedging programs. Our hedging programs reduce, but do not always eliminate, the impact of foreign currency exchange rate movements. At any point in time, we may have outstanding contracts with several major financial institutions for these hedging transactions. Our maximum credit risk loss with these institutions is limited to any gain on our outstanding contracts. As of December 31, 2013 and 2012, these currency forward contracts had net notional amounts of $222.5 million and $169.3 million, respectively, and are accounted for as economic hedges, for which hedge accounting was not applied. | ||||||||||||||||||||||||||||||||
In millions | Statement of Operations Location | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
Derivatives not designated as hedging: | ||||||||||||||||||||||||||||||||||
Currency forward contracts | Other, net | $ | 4.3 | $ | (3.8 | ) | $ | (0.2 | ) | $ | 6.6 | |||||||||||||||||||||||
We utilize currency forward contracts to mitigate financial market risks of fluctuations in foreign currency exchange rates. We do not use derivative financial instruments for speculative or trading purposes. We generally hedge transactional currency risks with currency forward contracts. Gains and losses on these foreign currency exposures are generally offset by corresponding losses and gains on the related hedging instruments, reducing the net exposure to SunEdison Semiconductor. A substantial portion of our revenue and capital spending is transacted in the U.S. dollar. However, we do enter into transactions in other currencies, primarily the Euro, the Japanese Yen, and certain other Asian currencies. We have established transaction-based hedging programs to protect against reductions in the value and volatility of future cash flows caused by changes in foreign exchange rates. Our hedging programs reduce, but do not always eliminate, the impact of foreign currency exchange rate movements. We may have outstanding contracts with several major financial institutions for these hedging transactions at any point in time. Our maximum counterparty credit risk with these institutions is limited to any gain on our outstanding contracts. These currency forward contracts had net notional amounts of $122.8 million and $222.5 million, as of September 30, 2014 and December 31, 2013, respectively, and are accounted for as economic hedges, for which hedge accounting was not applied. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||||||||||||
Purchase Commitments | Operating Leases and Purchase Obligations | |||||||||||||||||||||||||||||
We provided notice to several of our vendors with whom we had long-term supply contracts that we would no longer be fulfilling our purchase obligations under those contracts as part of our restructuring activities announced in the fourth quarter of 2011. We recorded significant restructuring liabilities associated with the estimated settlements arising from these actions based on management’s best estimates of the ultimate outcome of these contract resolutions at that time in connection with the restructuring. We had liabilities of $10.5 million as of December 31, 2013 associated with the settlements arising from these take-or-pay supply agreements and estimated purchase obligations, all recorded as short-term restructuring liabilities in the consolidated balance sheet. There are no such liabilities as of September 30, 2014 as we have paid these liabilities in 2014 in accordance with the terms of those settlements. | We lease buildings, equipment and automobiles under operating leases. Rental expense was $7.2 million, $4.6 million and $2.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. The total future commitments under operating leases as of December 31, 2013 were $24.7 million, of which $23.6 million is noncancellable. Our operating lease obligations as of December 31, 2013 were as follows: | |||||||||||||||||||||||||||||
Legal Proceedings | ||||||||||||||||||||||||||||||
We are involved in various legal proceedings, claims, investigations, and other legal matters which arise in the ordinary course of business. Although it is not possible to predict the outcome of these matters, we believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows, or results of operations. | ||||||||||||||||||||||||||||||
Payments Due By Period | ||||||||||||||||||||||||||||||
Total | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||||||
Operating leases | $ | 24.7 | $ | 7.1 | $ | 6.8 | $ | 5.7 | $ | 2.0 | $ | 1.9 | $ | 1.2 | ||||||||||||||||
Purchase Commitments | ||||||||||||||||||||||||||||||
As part of our restructuring activities announced in the fourth quarter of 2011, we provided notice to several of our vendors with whom we had long-term supply contracts that we will no longer be fulfilling our purchase obligations under those contracts. In connection with the restructuring, we recorded significant restructuring liabilities associated with the estimated settlements arising from these actions based on management’s best estimates of the ultimate outcome of these contract resolutions at that time. As of December 31, 2013 and 2012, we have recorded total liabilities of $10.5 million and $69.5 million, respectively, associated with the settlements arising from these take-or-pay supply agreements and estimated purchase obligations, all recorded as short-term restructuring liabilities in the combined balance sheet. These amounts include purchase obligations as well as two settlement agreements with Evonik. See Note 3 for additional information regarding the two settlement agreements. The amount of purchase obligations accrued as of December 31, 2013 and 2012 represents our best estimate of the probable amounts to settle all of our obligations based on presently known information, which involve the use of assumptions requiring significant judgment. These estimates include the contractual terms of the agreements, including whether or not there are fixed volumes and/or fixed prices. In addition, under certain contracts, the counterparty may have a contractual obligation to sell the materials to mitigate their losses. We also included in our estimate of losses consideration around whether we believe the obligation will be settled through arbitration, litigation or commercially viable alternative resolutions or settlements. We intend to vigorously defend ourselves against any arbitration or litigation. Due to the inherent uncertainties of arbitration and litigation, we cannot predict the ultimate outcome or resolution of such actions. The actual amounts ultimately settled with these vendors could vary significantly, which could have a material adverse impact on our business, results of operations and financial condition. | ||||||||||||||||||||||||||||||
Indemnification | ||||||||||||||||||||||||||||||
We have agreed to indemnify some of our semiconductor customers against claims of infringement of the intellectual property rights of others in our sales contracts with these customers. Historically, we have not paid any claims under these indemnification obligations, and we do not have any pending indemnification claims as of December 31, 2013 and 2012. | ||||||||||||||||||||||||||||||
Legal Proceedings | ||||||||||||||||||||||||||||||
We are involved in various legal proceedings, claims, investigations and other legal matters which arise in the ordinary course of business. Although it is not possible to predict the outcome of these matters, we believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations. | ||||||||||||||||||||||||||||||
S.O.I.TEC Silicon on Insulator Technologies S.A. v. MEMC, Inc. | ||||||||||||||||||||||||||||||
On May 19, 2008, S.O.I.TEC Silicon on Insulator Technologies S.A. (“Soitec”) and Commissariat A L’Energie Atomique (“CEA”) filed a complaint against MEMC in the U.S. District Court for the District of Delaware (Civil Action No. 08-292) alleging infringement, including willful infringement, by MEMC of three U.S. patents related to silicon-on-insulator technology, and requested damages and an injunction. Soitec and CEA filed an amended complaint on July 21, 2009, adding a fourth, related patent to the lawsuit. MEMC filed a counterclaim against Soitec for infringement of one of MEMC’s U.S. patents. The court bifurcated the case into two phases, a first liability phase, which, to the extent liability is found, would be followed by a second damages phase. In a memorandum opinion dated October 13, 2010, the court found that all of MEMC’s current products and processes do not infringe any valid claim of the four asserted Soitec patents. | ||||||||||||||||||||||||||||||
After the court’s October 13, 2010 ruling in favor of MEMC, the only remaining claim that Soitec continued to assert at trial was a single patent claim directed against some mono-implant research and development efforts conducted by MEMC approximately six to eight years ago, none of which have occurred since 2006, and none of which are material or relevant to the current operations at MEMC. The court held a jury trial from October 25, 2010 to November 2, 2010. MEMC continued to assert at trial its counterclaim for infringement of MEMC’s patent. On November 2, 2010, the jury found that certain of Soitec’s wafers infringed the patent asserted by MEMC at trial. The jury also found that one of the Soitec patent claims was valid. This single patent claim covers MEMC’s mono-implant research and development efforts that ended in 2006. On July 13, 2011, the court denied all post trial motions. Soitec subsequently filed an appeal and MEMC filed a cross-appeal. The appeal is now fully briefed in the U.S. Court of Appeals for the Federal Circuit. The appeal was stayed pending en banc review of a jurisdictional question unrelated to the merits of the appeal. | ||||||||||||||||||||||||||||||
In November 2013, we, Soitec and CEA entered into a settlement agreement to resolve all outstanding claims and disputes relating to this litigation matter. In connection with the settlement agreement, we and Soitec also entered into (i) a patent cross-licensing agreement, pursuant to which certain patents owned by each party relating to SOI technologies will be licensed to the other party for research and development purposes, and (ii) a supply agreement, pursuant to which we will manufacture and sell to Soitec certain silicon wafer products at a discounted price. The settlement included no upfront payment. However, in the event Soitec does not purchase a sufficient amount of wafers under the cross-license to receive the discount, then we may pay Soitec the maximum amount of $0.4 million in any future year. | ||||||||||||||||||||||||||||||
Semi-Materials Co., Ltd. v. MEMC, Inc. and MEMC Pasadena, Inc. | ||||||||||||||||||||||||||||||
On September 28, 2006, Semi-Materials Co., Ltd. (“Semi-Materials”) filed a complaint against MEMC in the U.S. District Court for the Eastern District of Missouri (Case No. 4:06-CV-01426-FRB) alleging breach of contract, unjust enrichment, fraud, and conversion, and seeking specific performance, all related to a series of purchase orders for chunk polysilicon and polysilicon solar ingot (the “Ingot Action”). This litigation resulted in a trial which commenced on February 22, 2011. On March 2, 2011, the jury found for MEMC on the fraud and unjust enrichment claims made by Semi-Materials against the Company. The jury found for Semi-Materials on the breach of contract claim, awarding damages to Semi-Materials of $19.0 million. Approximately $5.1 million of this amount related to an amount previously recorded by MEMC. During the first quarter of 2011, we recorded allocated amounts from our Parent of $4.7 million to marketing and administration expenses as a result of the jury verdict pending the appeal. | ||||||||||||||||||||||||||||||
On March 31, 2008, Semi-Materials and its affiliate SMC Shanghai (“SMC”) filed two additional lawsuits against MEMC, one in the United States District Court for the Southern District of Texas (Case No. 4:08-CV-00991) (the “Texas Action”) and another in the United States District Court for the Eastern District of Missouri (Case No. 4:08-CV-00434-JCH) (the “Missouri Action”). In both cases, Semi-Materials and SMC alleged that: (i) MEMC Pasadena, Inc. (“MEMC Pasadena”) breached an agreement with SMC for SMC to act as MEMC Pasadena’s exclusive sales agent in China; (ii) MEMC Pasadena breached an agreement with Semi-Materials for Semi-Materials to act as MEMC Pasadena’s exclusive sales agent in Korea; (iii) MEMC tortiously interfered with the purported sales agency agreements among MEMC Pasadena and SMC and Semi-Materials; and (iv) MEMC tortiously interfered with a separate sales agency agreement Semi-Materials claimed existed with an unrelated party. In the Missouri Action, Semi-Materials also claimed that MEMC tortiously interfered with an expectancy for an on-going business relationship Semi-Materials claimed existed with the unrelated party. Upon MEMC’s motions for summary judgment in the Missouri Action, the Court dismissed the claim that MEMC tortiously interfered with the purported sales agency agreements, and the claim that MEMC tortiously interfered with an alleged sales agency agreement between Semi-Materials and the unrelated party. The Court also granted MEMC partial summary judgment as to the scope of the sales transactions on which plaintiffs based their alleged damages for breach of contract. The remaining claims were tried before a jury between January 4 and January 12, 2010. At trial, the jury found in favor of Semi-Materials and SMC on their respective claims for breach of contract against MEMC Pasadena, awarding a verdict of $0.2 million, and found in favor of MEMC on Semi-Materials’ claim for tortious interference with an expectancy of an ongoing business relationship with the unrelated party. Semi-Materials and SMC filed a notice of appeal to the United States Court of Appeals for the Eighth Circuit concerning aspects of the Court’s summary judgment rulings that pertained to the plaintiffs’ alleged damages on their breach of contract claims. MEMC Pasadena filed a notice of cross-appeal concerning the Court’s entry of judgment based upon the jury verdict. The Court of Appeals issued its decision on September 14, 2011 reversing the District Court’s damages-related summary judgment ruling. The Court of Appeals also denied MEMC Pasadena’s cross-appeal and remanded the case to the trial court for further proceedings. No activity was undertaken in the Texas Action, as it had been stayed. On December 6, 2011, the parties entered into a confidential Settlement Agreement and Mutual Release pursuant to which the Ingot Action, Missouri Action and Texas Action, as well as an ancillary garnishment action in Korea, were dismissed with prejudice. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||
INCOME TAXES | 12. INCOME TAXES | 12. INCOME TAXES | ||||||||||||
We record income tax expense (benefit) each quarter based on our best estimate of the full year effective tax rate. This estimated tax expense (benefit) is reported based on a pro-ration of the actual income earned in the period divided by the full year forecasted income (loss). There are certain items, however, which are given discrete period treatment, and the tax effects of those items are reported in the quarter that such events arise. Items that give rise to discrete recognition include (but are not limited to) finalizing tax authority examinations, changes in statutory tax rates, and the expiration of statutes of limitations. The process for calculating income tax expense (benefit) includes estimating current taxes due and assessing temporary differences between the recognition of assets and liabilities for tax and financial statement reporting purposes. The income tax benefit for the nine month period ended September 30, 2014 was impacted by a discrete reduction of the valuation allowance on certain deferred tax assets of $47.4 million due to our ability to realize those benefits in the future. This discrete reduction of the valuation allowance was largely offset by the changes in the geographical mix of earnings from operations and the tax impact of the valuation allowance recorded against the deferred tax asset related to the impairment recorded in the third quarter associated with our indefinitely closed Merano, Italy polysilicon facility and the related chlorosilanes facility. The income tax expense for the three month period ended September 30, 2014 was primarily related to the taxes imposed on certain profitable operations in various foreign jurisdictions and the tax impact of the valuation allowance recorded against the deferred tax asset related to the impairment recorded in the third quarter associated with our indefinitely closed Merano, Italy polysilicon facility and the related chlorosilanes facility. This expense was partially offset by a discrete reduction of the valuation allowance on certain deferred tax assets of $17.8 million due to our ability to realize those benefits in the future. We regularly review our deferred tax assets for realizability, taking into consideration all available evidence, both positive and negative, including cumulative losses, projected future taxable income (losses), the expected timing of the reversals of existing temporary differences, and the expected impact of tax planning strategies. Our total deferred tax assets, net of valuation allowance, as of September 30, 2014 and December 31, 2013, were $45.4 million and $21.5 million, respectively. We believe that it is more likely than not, based on our projections of future taxable income in certain jurisdictions, that we will generate sufficient taxable income to realize the benefits of the net deferred tax assets that have not been offset by a valuation allowance at September 30, 2014. | As discussed in Note 2 “Summary of Significant Accounting Policies,” we were historically included in SunEdison’s consolidated U.S. federal income tax return; our income taxes are computed and reported herein under the “separate return” method. Use of the separate return method may result in differences when the sum of the amounts allocated to carve-out tax provisions are compared with amounts presented in SunEdison’s consolidated financial statements. In that event, the related deferred tax assets and liabilities could be significantly different from those presented herein. Furthermore, certain tax attributes (i.e., net operating loss carryforwards) that were actually reflected in SunEdison’s consolidated financial statements may or may not exist at the carve-out level. | |||||||||||||
We are domiciled in Singapore, however we are subject to income taxes in the United States and numerous foreign jurisdictions. We are subject to income tax audits in these jurisdictions from time to time. We believe that our tax return positions are fully supported, but tax authorities may challenge certain positions, which may not be fully sustained. Our income tax expense includes amounts intended to satisfy income tax assessments that may result from these challenges. Determining the income tax expense for these potential assessments and recording the related assets and liabilities requires significant judgments and estimates. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. We review our liabilities quarterly, and we may adjust such liabilities due to proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations or new case law, negotiations between tax authorities of different countries concerning our transfer prices, the resolution of audits, or the expiration of statutes of limitations. Adjustments, if required, are most likely to occur in the year during which major audits are closed. The accrual for uncertain tax positions as of September 30, 2014 and December 31, 2013 was $1.5 million and $1.6 million, respectively. | The net (loss) income before income tax expense (benefit) consists of the following: | |||||||||||||
Management has reviewed its repatriation policy during the first nine months of 2014 with respect to our planned legal structure and concluded that the undistributed current earnings of certain subsidiaries may be remitted to the Singapore parent and its subsidiaries in the foreseeable future. We plan foreign remittance amounts based on projected cash flow needs as well as the working capital and long-term investment requirements of our worldwide subsidiaries and operations, after taking into consideration the tax effects of such remittances. Of our cash and cash equivalents as of September 30, 2014, $71.7 million was held by our foreign subsidiaries, a portion of which may be subject to repatriation tax effects. | ||||||||||||||
We are under examination by certain international tax jurisdictions. We believe it is reasonably possible that some portions of these examinations could be completed within the next twelve months and have recorded amounts in the financial statements that are reflective of the current status of these examinations. | ||||||||||||||
For the year ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
In millions | ||||||||||||||
U.S. | $ | -126.5 | $ | -117.1 | $ | (113.1) | ||||||||
Foreign | 115.2 | 243.4 | (405.1) | |||||||||||
Total | $ | (11.3) | $ | 126.3 | $ | (518.2) | ||||||||
Income tax expense (benefit) consists of the following: | ||||||||||||||
Current | Deferred | Total | ||||||||||||
In millions | ||||||||||||||
Year ended December 31, 2013: | ||||||||||||||
U.S. Federal | $ | 1.6 | $ | 15.2 | $ | 16.8 | ||||||||
U.S. State | 1.3 | -0.1 | 1.2 | |||||||||||
Foreign | 17.8 | 8.2 | 26.0 | |||||||||||
Total | $ | 20.7 | $ | 23.3 | $ | 44.0 | ||||||||
Year ended December 31, 2012: | ||||||||||||||
U.S. Federal | $ | (1.9) | $ | — | $ | (1.9) | ||||||||
Foreign | 22.1 | -16.6 | 5.5 | |||||||||||
Total | $ | 20.2 | $ | (16.6) | $ | 3.6 | ||||||||
Year ended December 31, 2011: | ||||||||||||||
U.S. Federal | $ | 2.9 | $ | — | $ | 2.9 | ||||||||
Foreign | 12.4 | 22.1 | 34.5 | |||||||||||
Total | $ | 15.3 | $ | 22.1 | $ | 37.4 | ||||||||
Effective Tax Rate | ||||||||||||||
Income tax expense (benefit) for 2013 differed from the amounts computed by applying the Singapore income tax rate of 17% to (loss) income before income taxes and noncontrolling interests as the parent company will be domiciled in Singapore. Income tax expense (benefit) for 2011 and 2012 differed from the amounts computed by applying the statutory U.S. federal income tax rate of 35% to (loss) income before income taxes and noncontrolling interests. | ||||||||||||||
For the year ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Income tax at statutory rate | (17.0 | )% | 35 | % | (35.0 | )% | ||||||||
Increase (reduction) in income taxes: | ||||||||||||||
Effect of international operations (1) | 377.4 | (18.4 | ) | 5.5 | ||||||||||
Foreign incentives | (19.5 | ) | (3.5 | ) | (1.3 | ) | ||||||||
Foreign repatriation | — | — | 2.6 | |||||||||||
Tax authority positions, net | — | (3.1 | ) | — | ||||||||||
Valuation allowance | 48.2 | (6.7 | ) | 35.9 | ||||||||||
Other, net | 0.3 | (0.4 | ) | (0.5 | ) | |||||||||
Effective tax expense rate | 389.4 | % | 2.9 | % | 7.2 | % | ||||||||
-1 | The Company determines the adjustment for taxes on international operations based on the difference between the statutory tax rate applicable to earnings in each foreign jurisdiction and the enacted rate of 17%, 35% and 35% at December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
The 2013 net expense is primarily the result of the worldwide operational earnings mix at various rates. The 2012 net expense is primarily the result of the worldwide operational earnings mix at various rates, change in valuation allowances and a net decrease to the reserve for uncertain tax positions. The 2011 net expense is primarily the result of the worldwide operational earnings mix at various rates. | ||||||||||||||
Certain of our subsidiaries have been granted a concessionary tax rate of 0.0% on all qualifying income for a period of up to five to ten years based on investments in certain plant and equipment and other development and expansion activities, resulting in a tax benefit for 2013, 2012 and 2011 of approximately $2.2 million, $4.6 million and $6.6 million, respectively. Under the incentive programs, the income tax rate for qualifying income will be taxed at an incentive tax rate lower than the corporate tax rate. The Company is in compliance with the qualifying conditions of the tax incentives. The last of these incentives will expire between 2017 and 2022. | ||||||||||||||
The U.S. operations are currently under examination by the IRS for the 2011 and 2012 tax years. We do not believe the finalization of these exams would result in any material adjustments to our tax positions. We are also under examination by certain international tax jurisdictions. We believe it is reasonably possible that some portions of these examinations could be completed within the next twelve months and have currently recorded amounts in the financial statements that are reflective of the current status of these examinations. | ||||||||||||||
We will be domiciled in Singapore. We plan foreign remittance amounts based on projected cash flow needs as well as the working capital and long-term investment requirements of our worldwide subsidiaries and operations. Following the completion of this offering, we expect that cash generated from our Singapore operations and borrowings under our new senior secured term loan, together with borrowings under our new senior secured revolving credit facility as needed, will provide sufficient liquidity to fund our Singapore operations. Management has concluded that the undistributed earnings of all subsidiaries are not expected to be remitted to Singapore in the foreseeable future. For the years ended December 31, 2012 and 2011, management reviewed its policy for repatriation of all our subsidiaries in view of the restructuring announcement made in December 2011 and determined that the undistributed earnings of all our foreign subsidiaries were not expected to be remitted to the United States in the foreseeable future. | ||||||||||||||
together with borrowings under our new senior secured revolving credit facility as needed, will provide sufficient liquidity to fund our Singapore operations. | ||||||||||||||
Uncertain Tax Positions | ||||||||||||||
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: | ||||||||||||||
For the year ended | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
In millions | ||||||||||||||
Beginning of year | $ | 1.6 | $ | 5.2 | ||||||||||
Additions based on tax positions related to the current year | — | — | ||||||||||||
Reductions for tax positions of prior years | (0.2) | (3.6) | ||||||||||||
End of year | $ | 1.4 | $ | 1.6 | ||||||||||
As of December 31, 2013, 2012 and 2011, we had $1.6 million, $1.8 million and $6.1 million, respectively, of unrecognized tax benefits, net of U.S. federal, state and local deductions, associated with open tax years for which we are subject to audit in various U.S. federal, state and foreign jurisdictions. This also includes estimated interest and penalties. The change to the reserve from December 31, 2012 to December 31, 2013 includes a decrease of $0.2 million primarily related to taxable income adjustments attributable to foreign operations. All of our unrecognized tax benefits as of December 31, 2013 and 2012 would favorably affect our effective tax rate if recognized. We are subject to examination in various jurisdictions for the 2006 through 2012 tax years. For the periods ended December 31, 2013, 2012 and 2011, the Company recognized an immaterial amount in interest and penalties and had $0.2 million accrued at December 31, 2013 and 2012, respectively, for the payment of interest and penalties. | ||||||||||||||
Deferred Taxes | ||||||||||||||
The tax effects of the major items recorded as deferred tax assets and liabilities are: | ||||||||||||||
As of December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
In millions | ||||||||||||||
Deferred tax assets: | ||||||||||||||
Inventories | $ | 5.7 | $ | 6.7 | ||||||||||
Restructuring liabilities | 10.3 | 26.1 | ||||||||||||
Expense accruals | 18.8 | 16.5 | ||||||||||||
Property, plant and equipment | 104.2 | 92.2 | ||||||||||||
Pension, medical and other employee benefits | 15.3 | 23.8 | ||||||||||||
Net operating loss carryforwards | 19.7 | 63.4 | ||||||||||||
Foreign tax credits | 73.6 | 25.6 | ||||||||||||
Other | 12.8 | 23.2 | ||||||||||||
Total deferred tax assets | 260.4 | 277.5 | ||||||||||||
Valuation allowance | (224.8) | (240.9) | ||||||||||||
Net deferred tax assets | 35.6 | 36.6 | ||||||||||||
Deferred tax liabilities: | ||||||||||||||
Pension | (6.6) | — | ||||||||||||
Other | (7.5) | (4.0) | ||||||||||||
Total deferred tax liabilities | (14.1) | (4.0) | ||||||||||||
Net deferred tax assets | $ | 21.5 | $ | 32.6 | ||||||||||
Our deferred tax assets and liabilities, netted by taxing location, are in the following captions in the combined balance sheet: | ||||||||||||||
As of December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
In millions | ||||||||||||||
Current deferred tax assets, net (recorded in deferred tax asset and accrued liabilities) | $ | 5.9 | $ | 12.4 | ||||||||||
Non-current deferred tax assets, net (recorded in other assets and other liabilities) | 15.6 | 20.2 | ||||||||||||
Total | $ | 21.5 | $ | 32.6 | ||||||||||
Our net deferred tax assets totaled $21.5 million as of December 31, 2013 compared to $32.6 million as of December 31, 2012. In 2013, the decrease of $11.1 million in net deferred tax assets is primarily attributable to a reduction in deferred tax assets associated with restructuring and net operating losses offset by an increase in foreign tax credit carryforwards. As of December 31, 2013, we have valuation allowances of $224.8 million. We believe that it is more likely than not, with our projections of future taxable income in certain foreign jurisdictions, that we will generate sufficient taxable income to realize the benefits of the net deferred tax assets of $21.5 million. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS |
Corporate Allocations | Corporate Allocations | |
Refer to Note 1 for a discussion on historical corporate expense allocations. | Refer to Note 1 for discussion on corporate expense allocations. | |
Transactions with Affiliates | ||
We sell intermediate products such as polysilicon, trichlorosilane gas, ingots, scrap wafers, and other inventory items to SunEdison’s subsidiaries in the United States, Europe, and Asia for use in their operations. We also provide limited services to SunEdison following the Offering as outlined in a transition services agreement. Any receivables related to these sales and services to SunEdison are recognized as accounts receivable, affiliate in the condensed consolidated balance sheet and shipment of products is recognized as net sales to affiliates in the condensed consolidated statement of operations. Net sales to affiliates were $0.8 million and $1.4 million for the three and nine month periods ended September 30, 2014, respectively. Net sales to affiliates were $0.4 million and $5.5 million for the three and nine month periods ended September 30, 2013, respectively. We had $8.1 million and $14.1 million of accounts receivable, affiliate as of September 30, 2014 and December 31, 2013, respectively. | Sales to Affiliates | |
Sales to affiliates represent polysilicon sales made to subsidiaries of our Parent which are then sold to external parties. These products were sold on a cost plus basis for polysilicon mainly produced at our Merano, Italy polysilicon facility. After shuttering our Merano, Italy polysilicon facility during the fourth quarter of 2011, we significantly reduced our sales to affiliates since subsidiaries of our Parent purchased polysilicon externally or sourced polysilicon through its other subsidiaries. Net sales to affiliates were $9.1 million, $6.8 million and $147.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||
We purchase products, primarily polysilicon, from SunEdison and its subsidiaries. SunEdison had in the past also performed financing, cash management, treasury, and other services for us on a centralized basis, and continues to provide limited services for us following the Offering as outlined in a transition services agreement. Accounts payable, affiliate were $10.9 million and $106.8 million as of September 30, 2014 and December 31, 2013, respectively. | Due to/from Affiliates | |
In connection with the Offering, $62.4 million of accounts payable, affiliate was settled through a cash payment to SunEdison after offsetting certain accounts receivable, affiliate and notes receivable, affiliate balances against accounts payable, affiliate balances with certain SunEdison subsidiaries. The amounts included in the offsetting transactions included $26.3 million of accounts receivable, affiliate and $3.8 million of notes receivable, affiliate balances that were outstanding as of March 31, 2014. The $26.3 million and $3.8 million non-cash transactions are excluded from the condensed consolidated statements of cash flows. | We ship intermediate products such as polysilicon, trichlorosilane gas, ingots and scrap wafers and other inventory items to SunEdison’s subsidiaries in the United States, Europe and Asia for use in their operations. Any sales related to these shipments are recognized as an accounts receivable, affiliate in the combined balance sheet and revenue is recognized as net sales to affiliates in the combined statement of operations. Any intracompany sales between our subsidiaries are eliminated. SunEdison performs financing, cash management, treasury and other services for us on a centralized basis and the related amounts due to SunEdison are recorded as an accounts payable, affiliate in the combined balance sheet. As of December 31, 2013 and 2012, we had $14.1 million and $89.1 million, respectively, of receivables due from affiliates, and $106.8 million and $102.0 million, respectively, of payables due to affiliates. | |
Notes Receivable and Debt—Affiliate | Notes Receivable and Debt—Affiliates | |
Prior to the Offering, certain intercompany loans were made to/by certain SunEdison and SunEdison Semiconductor subsidiaries. The related notes matured in less than one year, but were generally renewed and, therefore, considered long-term and recorded in notes receivable, affiliate and long-term debt, affiliate. Interest on the notes was calculated based on fixed rates ranging from 2.00% to 3.00%. There were no notes receivable, affiliate outstanding as of September 30, 2014 and $18.7 million of notes receivable, affiliate was outstanding as of December 31, 2013. There was no long-term debt payable, affiliate outstanding as of September 30, 2014 and December 31, 2013. | We have various note receivables from certain SunEdison subsidiaries. As of December 31, 2013 and 2012, we had $18.7 million and $158.5 million, respectively, of note receivables due from affiliates. Interest on the affiliate notes are calculated based on fixed rates ranging from 2% to 3%. The notes mature one year or less but are usually renewed and are therefore considered long-term. In 2013, we settled a majority of the note receivables from certain SunEdison subsidiaries by offsetting those amounts against affiliate trade payables we have with certain other SunEdison subsidiaries. In addition, we settled approximately $82.0 million of affiliate note receivables due from a SunEdison subsidiary through a reduction of net Parent investment by reducing our Parent’s investment in us. These settlements of affiliate balances are non-cash transactions which are excluded from the combined statements of cash flows. | |
During the nine months ended September 30, 2014, we settled $15.0 million of notes receivable, affiliate from certain SunEdison subsidiaries by offsetting a portion of those amounts against accounts payable, affiliate we have with certain other SunEdison subsidiaries. Of the $15.0 million in settlements of notes receivable, affiliate balances, $12.0 million are non-cash transactions which are excluded from the condensed consolidated statements of cash flows. The remaining $3.8 million in intercompany notes between SunEdison and SunEdison Semiconductor were settled in connection with the Offering, as previously discussed, by offsetting a portion of the intercompany loans against accounts payable, affiliate balances with certain SunEdison subsidiaries. | We had long-term intercompany borrowings with our Parent of $129.4 million as of December 31, 2012. These borrowings were settled in 2013 by offsetting the long-term loan from a SunEdison subsidiary against the accounts receivable, affiliate balance pertaining to a polysilicon supply agreement settlement we had with a SunEdison subsidiary. As a result, we have no long-term borrowings from our Parent as of December 31, 2013. This settlement of affiliate balance is reflected as a non-cash transaction in the combined statements of cash flows. | |
Interest income on intercompany notes receivable and interest expense on intercompany borrowings is recorded as interest, net—affiliates on the condensed consolidated statements of operations. | Interest income on intercompany notes receivable and interest expense on intercompany borrowings is recorded as interest (income) expense, net—affiliates on the combined statements of operations. |
GEOGRAPHIC_SEGMENTS
GEOGRAPHIC SEGMENTS | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||
GEOGRAPHIC SEGMENTS | 14. GEOGRAPHIC SEGMENTS | ||||||||||||||||||||||||
We are engaged in one reportable segment that includes the development, production and marketing of semiconductor wafers with a wide variety of features satisfying numerous product specifications to meet our customers’ exacting requirements, which wafers are utilized in the manufacture of semiconductor devices. | |||||||||||||||||||||||||
Net sales to non-affiliates (see Note 13 for discussion of sales to affiliates): | |||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
United States | $ | 130.3 | $ | 147.7 | $ | 177.9 | |||||||||||||||||||
Foreign | 781.2 | 779.7 | 873.4 | ||||||||||||||||||||||
Total | $ | 911.5 | $ | 927.4 | $ | 1,051.3 | |||||||||||||||||||
Foreign sales to non-affiliates were derived from sales to the following countries: | |||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
Taiwan | $ | 219.2 | $ | 219.4 | $ | 264.1 | |||||||||||||||||||
Korea | 217.6 | 197.3 | 208.8 | ||||||||||||||||||||||
Singapore | 63.1 | 56.7 | 72.4 | ||||||||||||||||||||||
Germany | 62.4 | 48.6 | 41.1 | ||||||||||||||||||||||
China | 40.1 | 46.5 | 45.9 | ||||||||||||||||||||||
France | 38.2 | 33.0 | 38.2 | ||||||||||||||||||||||
Italy | 36.7 | 42.8 | 50.5 | ||||||||||||||||||||||
Japan | 25.6 | 55.7 | 64.0 | ||||||||||||||||||||||
Malaysia | 14.6 | 15.7 | 21.4 | ||||||||||||||||||||||
Other foreign countries | 63.7 | 64.0 | 67.0 | ||||||||||||||||||||||
Total | $ | 781.2 | $ | 779.7 | $ | 873.4 | |||||||||||||||||||
Net sales are attributed to countries based on the location of the customer. | |||||||||||||||||||||||||
Our net sales to non-affiliates and affiliates attributable to polysilicon for the years ended December 31, 2013, 2012, and 2011 were 0.4%, 0.2% and 12.4% as a percent of total net sales, respectively. See Note 13 for discussion of sales to affiliates. | |||||||||||||||||||||||||
Property, plant and equipment, net of accumulated depreciation: | |||||||||||||||||||||||||
As of December 31, | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
Taiwan | $ | 208.9 | $ | 234.5 | |||||||||||||||||||||
Italy | 140.9 | 162.2 | |||||||||||||||||||||||
Korea | 125.8 | 128.3 | |||||||||||||||||||||||
Malaysia | 98.6 | 135.6 | |||||||||||||||||||||||
Japan | 87.3 | 115.4 | |||||||||||||||||||||||
United States | 63.3 | 13.8 | |||||||||||||||||||||||
Other foreign countries | 0.1 | 0.1 | |||||||||||||||||||||||
Total | $ | 724.9 | $ | 789.9 | |||||||||||||||||||||
Credit Concentration | |||||||||||||||||||||||||
Our customers include semiconductor device manufacturers and are located in various geographic regions including North America, Europe and the Asia Pacific region. Our customers are generally well capitalized, and the concentration of credit risk is considered minimal. Sales to non-affiliate specific customers exceeding 10% of net sales for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Net Sales | Percent | Net Sales | Percent | Net Sales | Percent | ||||||||||||||||||||
In millions, except for percentages | |||||||||||||||||||||||||
Customer A | $ | 191.2 | 21.0% | $ | 183.1 | 19.7% | $ | 182.6 | 17.4% | ||||||||||||||||
Customer B | $ | 144.4 | 15.80% | $ | 119.2 | 12.9% | $ | 124.9 | 11.9% | ||||||||||||||||
Customer C | $ | 100.8 | 11.10% | $ | 102.1 | 11.0% | $ | 115.0 | 10.9% |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS |
For our combined financial statements as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011, we have evaluated subsequent events through March 20, 2014, the date the combined financial statements were available to be issued. | |
Samsung Fine Chemicals Co., Ltd. and Samsung Electronics Co., Ltd. have agreed to purchase a certain amount of our ordinary shares in separate private placements at a price per share equal to the public offering price. Our Parent, SunEdison, will be our majority shareholder following the completion of the Offering. Samsung Fine Chemicals Co., Ltd. is a joint venture partner of a subsidiary of SunEdison, in SMP Ltd. (“SMP”). Samsung Electronics Co., Ltd. is one of our customers and our joint venture partner in MEMC Korea Company (“MKC”). These share purchases will close concurrently with this Offering, at which time we will own 100% of MKC. | |
Additionally, our Parent agreed to acquire the 35% interest in SMP held by Samsung Fine Chemicals Co., Ltd. for a cash purchase price of 140 billion South Korean won, subject to increase based on construction costs, calculated prior to the closing of this Offering, to complete the SMP polysilicon manufacturing facility. Prior to the completion of this Offering, SunEdison will contribute this interest in SMP to us. |
EQUITY_FINANCING_TRANSACTIONS
EQUITY FINANCING TRANSACTIONS | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Text Block [Abstract] | |||||||||
EQUITY FINANCING TRANSACTIONS | 2. EQUITY FINANCING TRANSACTIONS | ||||||||
Initial Public Offering (the “Offering”) | |||||||||
We closed on an initial public offering of 7,200,000 ordinary shares, representing equity interests in the Company, at a price to the public of $13.00 per ordinary share on May 28, 2014. The Company received net proceeds of $85.9 million from the sale of the ordinary shares, after deducting underwriting discounts, commissions, structuring fees, and offering expenses of approximately $7.7 million. Following the Offering, the underwriters exercised their over-allotment option to purchase an additional 1,080,000 ordinary shares at a price of $13.00 per ordinary share, providing additional net proceeds of $13.1 million, after deducting $0.9 million of underwriting discounts, commissions, and structuring fees. | |||||||||
Samsung Private Placements | |||||||||
Samsung Fine Chemicals Co., Ltd. (“Samsung Fine Chemicals”) and Samsung Electronics Co., Ltd. (“Samsung Electronics”) (together, the “Samsung Purchasers”) purchased $93.6 million and $31.5 million, respectively, of our ordinary shares in separate private placements at a price per share equal to the public offering price of $13.00 per ordinary share. Samsung Fine Chemicals is a joint venture partner of ours and a subsidiary of SunEdison in SMP Ltd. (“SMP”). Samsung Electronics is one of our customers and was our joint venture partner in MEMC Korea Company (“MKC”). Samsung Fine Chemicals made an aggregate cash investment in us of $93.6 million and, in a non-cash transaction, Samsung Electronics transferred to us its remaining 20% interest in MKC as consideration for the issuance of the ordinary shares. We realized net proceeds from the Samsung Fine Chemicals investment in us of $87.3 million after deducting underwriting discounts, commissions, structuring fees, and offering expenses of approximately $6.3 million. These share purchases closed concurrently with the Offering. As a result of obtaining the 20% interest in MKC, we have redeemed the noncontrolling interest in this entity because MKC is now a wholly-owned subsidiary of the Company. There was no gain or loss recognized in connection with these transactions. | |||||||||
The Company used the net proceeds from the Offering and the Samsung Private Placements, along with the proceeds of the $210.0 million term loan discussed in Note 5, to repay in full the intercompany notes payable of $215.2 million to a subsidiary of SunEdison that resulted from the Formation Transactions, and to repay existing bank indebtedness owed by the Company’s Japanese subsidiary. The remainder of the proceeds from the term loan and the equity transactions outlined above was retained as cash on our balance sheet. | |||||||||
Immediately following the Offering, the Company’s equity ownership consisted of the following: | |||||||||
Shareholder | Ordinary Shares | % Ownership | |||||||
SunEdison, Inc. | 23,560,251 | 56.8 | % | ||||||
Public | 8,280,000 | 20 | % | ||||||
Samsung Fine Chemicals Co., Ltd. | 7,200,000 | 17.3 | % | ||||||
Samsung Electronics Co., Ltd. | 2,425,578 | 5.8 | % | ||||||
Other | 40,346 | 0.1 | % | ||||||
Total Ordinary Shares | 41,506,175 | 100 | % | ||||||
LOSS_EARNINGS_PER_SHARE
(LOSS) EARNINGS PER SHARE | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
(LOSS) EARNINGS PER SHARE | 7. (LOSS) EARNINGS PER SHARE | ||||||||||||||||
Basic (loss) earnings per share is computed by dividing net income by the number of weighted-average ordinary shares outstanding during the period. Diluted (loss) earnings per share is computed using the weighted-average ordinary shares outstanding and, if dilutive, potential ordinary shares outstanding during the period. Potential ordinary shares represent the incremental ordinary shares issuable for restricted stock units and stock option exercises. The Company calculates the dilutive effect of outstanding restricted stock units and stock options on (loss) earnings per share by application of the treasury stock method. | |||||||||||||||||
The computations of basic and diluted (loss) earnings per share assumes that the number of ordinary shares outstanding for all periods prior to the closing of the Offering on May 28, 2014 was equal to the number of ordinary shares of SunEdison Semiconductor Limited outstanding on May 28, 2014. | |||||||||||||||||
Basic and diluted (loss) earnings per share (“EPS”) for the three month periods ended September 30, 2014 and 2013 were calculated as follows: | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
September 30, 2014 | September 30, 2013 | ||||||||||||||||
In millions, except per share amounts | Basic | Diluted | Basic | Diluted | |||||||||||||
EPS Numerator: | |||||||||||||||||
Net (loss) income attributable to SunEdison Semiconductor Limited shareholders | $ | (79.4 | ) | $ | (79.4 | ) | $ | 9.3 | $ | 9.3 | |||||||
EPS Denominator: | |||||||||||||||||
Weighted-average shares outstanding | 41.5 | 41.5 | 41.5 | 41.5 | |||||||||||||
(Loss) earnings per share | $ | (1.91 | ) | $ | (1.91 | ) | $ | 0.22 | $ | 0.22 | |||||||
Basic and diluted EPS for the nine month periods ended September 30, 2014 and 2013 were calculated as follows: | |||||||||||||||||
Nine Months Ended | Nine Months Ended | ||||||||||||||||
September 30, 2014 | September 30, 2013 | ||||||||||||||||
In millions, except per share amounts | Basic | Diluted | Basic | Diluted | |||||||||||||
EPS Numerator: | |||||||||||||||||
Net loss attributable to SunEdison Semiconductor Limited shareholders | $ | (79.7 | ) | $ | (79.7 | ) | $ | (14.4 | ) | $ | (14.4 | ) | |||||
EPS Denominator: | |||||||||||||||||
Weighted-average shares outstanding | 41.5 | 41.5 | 41.5 | 41.5 | |||||||||||||
Loss per share | $ | (1.92 | ) | $ | (1.92 | ) | $ | (0.35 | ) | $ | (0.35 | ) | |||||
The computations for diluted loss per share for the three and nine months ended September 30, 2014 excludes approximately 1.7 million options to purchase SunEdison Semiconductor shares and 1.4 million restricted stock units because the effect would have been anti-dilutive. No SunEdison Semiconductor options or restricted stock units were outstanding during the three and nine month periods ended September 30, 2013. |
EQUITY_METHOD_INVESTMENT
EQUITY METHOD INVESTMENT | 9 Months Ended |
Sep. 30, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | 10. EQUITY METHOD INVESTMENT |
SunEdison acquired an approximately 35% interest in SMP, Ltd. from Samsung Fine Chemicals Co., Ltd for a cash purchase price of 143.9 billion South Korean Won, or $140.7 million, and contributed that interest in SMP to us as part of the Formation Transactions. SMP owns a polysilicon manufacturing facility currently under construction in South Korea. This represents a non-cash transaction to us and is excluded from the condensed consolidated statements of cash flows. This transaction resulted in us having an equity method investment in SMP. | |
We use the equity method of accounting for our equity investments where we hold more than 20% of the outstanding stock of the investee or where we have the ability to significantly influence the operations or financial decisions of the investee. We initially record the investment at cost and adjust the carrying amount each period to recognize our share of the earnings or losses of the investee based on our ownership percentage. We review our equity and cost method investments periodically for indicators of impairment. |
NATURE_OF_OPERATIONS_Policies
NATURE OF OPERATIONS (Policies) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ||||||||||
Basis of Presentation | Basis of Presentation | Basis of Presentation | ||||||||
We operated as a business segment of SunEdison prior to the Offering. The combined financial statements for interim and annual periods prior to the Offering were derived from the consolidated financial statements and accounting records of SunEdison and included allocations for direct costs and indirect costs attributable to the operations of the semiconductor materials business of SunEdison. Our condensed consolidated financial statements for the nine month period ended September 30, 2014 were prepared following the Formation Transactions and the Offering. | We currently operate as a business segment of SunEdison. The combined financial statements have been derived from the consolidated financial statements and accounting records of SunEdison and include allocations for direct costs and indirect costs attributable to the operations of the semiconductor materials business of SunEdison. SunEdison Semiconductor has presented the audited combined financial statements as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011. These combined financial statements and related notes to the combined financial statements, including prior year financial information, are presented on a consistent basis for all periods presented. | |||||||||
The accompanying unaudited combined financial statements of SunEdison Semiconductor for the nine month periods ended September 30, 2014 and 2013 and the three month period ended September 30, 2013, as well as the unaudited condensed consolidated financial statements for the three month period ended September 30, 2014, have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and, in the opinion of management, include all adjustments (consisting of normal, recurring items) necessary for the fair presentation of our financial position and results of operations and cash flows for the periods presented. We have presented our unaudited financial statements in accordance with the rules and regulations of the United States (“US”) Securities and Exchange Commission (“SEC”) applicable to interim financial reporting. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to SEC rules and regulations. These unaudited financial statements should be read in conjunction with our Rule 424(b)(4) prospectus filed with the SEC on May 23, 2014 (“Prospectus”), which contains SunEdison Semiconductor’s audited combined financial statements and notes thereto as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012, and 2011, as well as our unaudited interim combined financial statements as of March 31, 2014 and for the three month periods ended March 31, 2014 and 2013. All intracompany balances and transactions have been eliminated in consolidating our unaudited combined and unaudited condensed consolidated financial statements. | SunEdison maintains a number of stock-based compensation and benefit programs at a corporate level. Our employees participate in those programs and as such, we were allocated expenses associated with those programs. Our combined balance sheets do not include any Parent outstanding equity related to the stock-based compensation programs. Since substantially all of the Parent pension and other post-employment benefit plans relate solely to us, our combined balance sheets include net benefit plan obligations related to those plans and those benefit plans in certain foreign locations that are our direct obligation. See Note 7 and 9 for further description of these stock-based compensation and benefit programs. | |||||||||
Refer to the audited financial statements and the notes thereto as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012, and 2011 included in the Prospectus for further information on the Company’s significant accounting policies. There have been no significant changes to our accounting policies since December 31, 2013. | We generate a portion of our net sales from sales to SunEdison subsidiaries. These sales are reflected in a separate line item in our combined statements of operations, net sales to affiliates. Normal operating activities with affiliates are reflected as amounts due from affiliates and amounts due to affiliates within operating activities in the combined cash flow statements. Cash transferred to and from SunEdison has been recorded as notes receivable, affiliate and long-term debt, affiliate on the combined balance sheets and notes receivable from affiliates and borrowings from affiliates in the combined cash flow statements. The combined balance sheets do not separately present certain of the Parent’s assets or liabilities where management deemed it inappropriate due to the underlying nature of those assets and liabilities. The Parent performs financing, cash management, treasury and other services for us on a centralized basis. These amounts totaling $36.6 million, $14.4 million and $20.9 million for the years ended December 31, 2013, 2012 and 2011, respectively, have been accounted for through the net Parent investment account because it is not practicable to specifically identify the portion of cash related to those activities (see below). All changes in the net Parent investment account in the combined balance sheets have been considered cash receipts and payments for purposes of the combined cash flow statements and are reflected in financing activities. See Note 13 for further description of related party transactions. | |||||||||
Earnings per share data has not been presented in the combined financial statements because we do not operate as a separate legal entity with our own capital structure. | ||||||||||
SunEdison maintains a number of stock-based compensation and benefit programs at the corporate level. Our employees participate in those programs and as such, our unaudited combined financial statements included allocated expenses associated with those programs. Our unaudited condensed consolidated balance sheet as of September 30, 2014, and the combined balance sheet as of December 31, 2013 do not include any Parent outstanding equity related to the stock-based compensation programs. Both our unaudited condensed consolidated balance sheet as of September 30, 2014 and our audited combined balance sheet as of December 31, 2013 include net pension and postretirement benefit plan obligations in the US and certain foreign locations that are our direct obligation because substantially all of the Parent’s legacy pension and other post-employment benefit plans relate solely to us. See Notes 6 and 14 for further description of the stock-based compensation and benefit programs. | Our combined financial statements include expenses of SunEdison that were allocated to us for certain functions, including general corporate expenses related to communications, corporate administration, finance, legal, information technology, human resources, compliance, employee benefits and incentives, operations, research and development and stock compensation. These expenses were allocated in our historical results of operations on the basis of direct usage, where identifiable, with the remainder primarily allocated on the basis of revenue or other related sales metrics, headcount or number of our manufacturing plants. We consider the expense allocation methodology and results to be reasonable for all periods presented. However, these allocations may not necessarily be indicative of the actual expenses we would have incurred as an independent publicly traded company during the periods prior to this Offering or of the costs we will incur in the future. | |||||||||
We generate a portion of our net sales from sales to SunEdison subsidiaries. These sales are reflected in a separate line item in our condensed consolidated statements of operations, net sales to affiliates. Normal operating activities with affiliates are reflected as amounts due from affiliates and amounts due to affiliates within operating activities in the condensed consolidated statements of cash flows. Prior to the Offering, our financial statements reflected cash transferred to and from SunEdison as notes receivable, affiliate and long-term debt, affiliate on the condensed consolidated balance sheet, and notes receivable from affiliates and borrowings from affiliates in the condensed consolidated statements of cash flows. The combined balance sheet as of December 31, 2013 does not separately present certain of the Parent’s assets or liabilities where management deemed it inappropriate due to the underlying nature of those assets and liabilities. All changes in the net parent investment account in the combined balance sheets have been considered cash receipts and payments, except for the exchange of ordinary shares in connection with the Formation Transactions, for purposes of the combined statements of cash flows and are reflected in financing activities. See Note 13 for a further description of related party transactions. | ||||||||||
Earnings per share data have been retroactively applied for the three and nine month periods ended September 30, 2013 because we did not operate as a separate legal entity with our own capital structure prior to the Offering. | ||||||||||
Our historical combined financial statements include general corporate expenses of SunEdison that were allocated to us for certain functions, including communications, corporate administration, finance, accounting, treasury, legal, information technology, human resources, compliance, employee benefits and incentives, operations, research and development, and stock compensation. These expenses were allocated on the basis of direct usage, where identifiable, with the remainder primarily allocated on the basis of revenue or other related sales metrics, headcount, or number of our manufacturing plants. We consider the expense allocation methodology and results to be reasonable for all periods presented. However, these allocations may not necessarily be indicative of the actual expenses we would have incurred as an independent publicly traded company during the periods prior to this Offering or of the costs we will incur in the future. | ||||||||||
Use of Estimates | Use of Estimates | Use of Estimates | ||||||||
We use estimates and assumptions in preparing our condensed consolidated financial statements that may affect reported amounts and disclosures. Estimates are used when accounting for depreciation, amortization, impairments, leases, inventory valuation, accrued liabilities including restructuring, warranties, and employee benefits, derivatives, stock-based compensation, and income taxes and asset recoverability, including allowances, among others. These estimates and assumptions are based on current facts, historical experience, and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recognition of revenue, costs, and other expenses that are not readily apparent from other sources. Our future results of operations would be affected to the extent there are material differences between the estimates and actual results. | In preparing our combined financial statements, we use estimates and assumptions that may affect reported amounts and disclosures. Estimates are used when accounting for depreciation, amortization, leases, inventory valuation, accrued liabilities including restructuring, warranties, employee benefits, derivatives, stock-based compensation, income taxes and asset recoverability, including allowances, among others. These estimates and assumptions are based on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. To the extent there are material differences between the estimates and actual results, our future results of operations would be affected. | |||||||||
Principles of Combination | Principles of Combination | |||||||||
We record noncontrolling interests for non-wholly owned subsidiaries included in our combined financial statements. As of December 31, 2013 and 2012, our total noncontrolling interest on the combined balance sheet was $44.2 million and $38.9 million, respectively. All significant intercompany balances and transactions have been eliminated. | ||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||
Cash and cash equivalents consist of all cash balances, highly liquid commercial paper, time deposits and money market funds with original maturity periods of three months or less when purchased. | ||||||||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | |||||||||
We establish an allowance for doubtful accounts to adjust our receivables to amounts considered to be ultimately collectible. Our allowance is based on a variety of factors, including the length of time receivables are past due, significant one-time events, the financial health of our customers and historical experience. The balance of our allowance for doubtful accounts were $4.1 million and $3.8 million as of December 31, 2013 and 2012, respectively. | ||||||||||
The activity in the allowance for doubtful accounts is summarized as | December 31, 2013 | December 31, 2012 | ||||||||
follows: | ||||||||||
In millions | ||||||||||
Balance, beginning of year | $ | 3.8 | $ | 4.2 | ||||||
(Benefit) provision | 0.3 | -0.4 | ||||||||
Write-offs, credits and adjustments | — | — | ||||||||
Balance, end of the period | $ | 4.1 | $ | 3.8 | ||||||
Inventories | Inventories | |||||||||
Inventories consist of raw materials, labor and manufacturing overhead and are valued at the lower of cost or market. Fixed overheads are allocated to the costs of conversion based on the normal capacity of our production facilities. Unallocated overheads during periods of abnormally low production levels are recognized as cost of goods sold in the period in which they are incurred. Raw materials and supplies are generally stated at weighted-average cost and goods in process and finished goods inventories are stated at standard cost as adjusted for variances, which approximate weighted-average actual cost. The valuation of inventory requires us to estimate excess and slow moving inventory. The determination of the value of excess and slow moving inventory is based upon assumptions of future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. | ||||||||||
Property, Plant and Equipment | Property, Plant and Equipment | |||||||||
We record property, plant and equipment at cost and depreciate it on a straight line basis evenly over the assets’ estimated useful lives as follows: | ||||||||||
Years | ||||||||||
Software | 10-Mar | |||||||||
Buildings and improvements | Feb-50 | |||||||||
Machinery and equipment | 30-Jan | |||||||||
Expenditures for repairs and maintenance are charged to expense as incurred. Additions and betterments are capitalized. The cost and related accumulated depreciation on property, plant and equipment sold or otherwise disposed of are removed from the capital accounts and any gain or loss is reported in current-year operations. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the remaining lease term, including renewal periods considered reasonably assured of execution. | ||||||||||
Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $119.6 million, $118.7 million and $144.3 million, respectively. | ||||||||||
Impairment of Property, Plant and Equipment | Impairment of Property, Plant and Equipment | |||||||||
We periodically assess long-lived assets/asset groups for impairment when conditions indicate a possible loss. Reviews are performed to determine whether the carrying value of an asset is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the asset is written down to its estimated fair value, which is typically calculated using: (i) quoted market prices, including appraisals or (ii) discounted expected future cash flows utilizing an appropriate discount rate. Impairment is based on the excess of the carrying amount over the fair value of those assets. We recorded asset impairment charges in 2013, 2012 and 2011. See Notes 3 and 5 for additional discussion on the impairment charges on long-lived assets. | ||||||||||
Operating Leases | Operating Leases | |||||||||
We enter into lease agreements for a variety of business purposes, including office and manufacturing space, office and manufacturing equipment and computer equipment. A portion of these are noncancellable operating leases. See Note 11 for our operating lease obligations. | ||||||||||
Revenue Recognition | Revenue Recognition | |||||||||
Revenue is recognized for wafer and other product sales when title transfers, the risks and rewards of ownership have been transferred to the customer, the fee is fixed or determinable and collection of the related receivable is reasonably assured, which is generally at the time of shipment for non-consignment orders. In the case of consignment orders, title passes when the customer pulls the product from the assigned storage facility or, if the customer does not pull the product within a contractually stated period of time (generally 60–90 days), at the end of that period, or when the customer otherwise agrees to take title to the product. Our wafers are generally made to customer specifications, and we conduct rigorous quality control and testing procedures to ensure that the finished wafers meet the customer’s specifications before the product is shipped. We consider international shipping term definitions in our determination of when title passes. | ||||||||||
Derivative Financial Instruments and Hedging Activities | Derivative Financial Instruments and Hedging Activities | |||||||||
To mitigate financial market risks of fluctuations in foreign currency exchange rates, we utilize currency forward contracts. We do not use derivative financial instruments for speculative or trading purposes. All derivative instruments are recorded on the combined balance sheet at fair value. We have not designated any derivatives as hedge accounting. Derivatives not designated as hedge accounting and used to hedge foreign currency-denominated balance sheet items are reported directly in earnings along with offsetting transaction gains and losses on the items being hedged. See Note 10. | ||||||||||
Translation of Foreign Currencies | Translation of Foreign Currencies | |||||||||
We determine the functional currency of each subsidiary based on a number of factors, including the predominant currency for the subsidiary’s sales and expenditures and the subsidiary’s borrowings. When a subsidiary’s local currency is considered its functional currency, we translate its financial statements to U.S. dollars as follows: | ||||||||||
• | Assets and liabilities using exchange rates in effect at the balance sheet date; and | |||||||||
• | Statement of operations accounts at average exchange rates for the period. | |||||||||
Adjustments from the translation process are presented in accumulated other comprehensive (loss) income in equity. | ||||||||||
Income Taxes | Income Taxes | |||||||||
SunEdison files consolidated income tax returns that include us. For purposes of these combined financial statements, our taxes are computed and reported using a “separate return” method, or as though we filed a separate return for jurisdictions in which its operations are included in consolidated returns filed by SunEdison. We also record income taxes for jurisdictions in which any of our consolidated subsidiaries files separate returns. Income taxes as presented herein allocate current and deferred income taxes of SunEdison to us in a manner that is systematic, rational and consistent with the asset and liability method in accordance with FASB Accounting Standards Codification 740 (“ASC 740”), Accounting for Income Taxes. The sum of the amounts allocated to the carve-out tax provisions may not equal the historical consolidated provision. Under the separate return method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. Valuation allowances are established when management determines that it is more likely than not that some portion, or all of the deferred tax asset, will not be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment. | ||||||||||
Deferred income taxes arise primarily because of differences in the bases of assets or liabilities between financial accounting and tax accounting which are known as temporary differences. We record the tax effect of these temporary differences as deferred tax assets (generally items that can be used as a tax deduction or credit in future periods) and deferred tax liabilities (generally items for which we receive a tax deduction, but have not yet been recorded in the combined statement of operations). We regularly review our deferred tax assets for realizability, taking into consideration all available evidence, both positive and negative, including historical pre-tax and taxable income (losses), projected future pre-tax and taxable income (losses) and the expected timing of the reversals of existing temporary differences. In arriving at these judgments, the weight given to the potential effect of all positive and negative evidence is commensurate with the extent to which it can be objectively verified. | ||||||||||
We believe our tax positions are in compliance with applicable tax laws and regulations. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. Uncertain tax benefits, including accrued interest and penalties, are included as a component of other long-term liabilities because we do not anticipate that settlement of the liabilities will require payment of cash within the next 12 months. The accrual of interest begins in the first reporting period that interest would begin to accrue under the applicable tax law. Penalties, when applicable, are accrued in the financial reporting period in which the uncertain tax position is taken on a tax return. We recognize interest and penalties related to uncertain tax positions in income tax expense, which is consistent with our historical policy. We believe that our accrued income tax liabilities, including related interest, are adequate in relation to the potential for additional tax assessments. There is a risk, however, that the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and, therefore, could have a material impact on our tax provision, net (loss) income and cash flows. We review our accrued tax liabilities quarterly, and we may adjust such liabilities due to proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations or new case law, negotiations between tax authorities of different countries concerning our transfer prices between our subsidiaries, the resolution of entire audits, or the expiration of statutes of limitations. Adjustments are most likely to occur in the year during which major audits are closed. | ||||||||||
We will be domiciled in Singapore. We plan foreign remittance amounts based on projected cash flow needs as well as the working capital and long-term investment requirements of our worldwide subsidiaries and operations. Following the completion of this offering, we expect that cash generated from our Singapore operations and borrowings under our new senior secured term loan, together with borrowings under our new senior secured revolving credit facility as needed, will provide sufficient liquidity to fund our Singapore operations. Management has concluded that the undistributed earnings of all subsidiaries are not expected to be remitted to Singapore in the foreseeable future. For the years ended December 31, 2012 and 2011, management reviewed its policy for repatriation of all our subsidiaries in view of the restructuring announcement made in December 2011 and determined that the undistributed earnings of all our foreign subsidiaries were not expected to be remitted to the United States in the foreseeable future. | ||||||||||
We have made our best estimates of certain income tax amounts included in the combined financial statements. Application of our accounting policies and estimates, however, involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. In arriving at our estimates, factors we consider include how accurate the estimate or assumptions have been in the past, how much the estimate or assumptions have changed and how reasonably likely such change may have a material impact. | ||||||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||||
Our combined financial statements include certain expenses of SunEdison that were allocated to us for stock-based compensation. Stock-based compensation expense for all share-based payment awards is based on the estimated grant-date fair value. These compensation costs are recognized net of an estimated forfeiture rate for only those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. For ratable awards, compensation costs are recognized for all grants on a straight-line basis over the requisite service period of the entire award. Forfeiture rates are estimated taking into consideration of our historical experience during the preceding four fiscal years. | ||||||||||
The assumptions used are routinely examined in estimating the fair value of employee options granted. As part of this assessment, it was determined that the historical stock price volatility and historical pattern of option exercises are appropriate indicators of expected volatility and expected term. The interest rate is determined based on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of the award. The Black-Scholes option-pricing model is used to estimate the fair value of ratable and cliff vesting options. For market condition awards, the grant date fair value was calculated for these awards using a probabilistic approach under a Monte Carlo simulation taking into consideration volatility, interest rates and expected term. | ||||||||||
Contingencies | Contingencies | |||||||||
We are involved in conditions, situations or circumstances in the ordinary course of business with possible gain or loss contingencies that will ultimately be resolved when one or more future events occur or fail to occur. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, that amount will be accrued. When no amount within the range is a better estimate than any other amount, however, the minimum amount in the range will be accrued. We continually evaluate uncertainties associated with loss contingencies and record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements; and (ii) the loss or range of loss can be reasonably estimated. Legal costs are expensed when incurred. Gain contingencies are not recorded until realized or realizable. | ||||||||||
Shipping and Handling | Shipping and Handling | |||||||||
Costs to ship products to customers are included in marketing and administration expense in the combined statement of operations. Amounts billed to customers, if any, to cover shipping and handling are included in net sales. Costs to ship products to customers were $18.2 million, $23.4 million and $21.8 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||
Fair value accounting guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, and are based on market data obtained from sources independent of us. Unobservable inputs reflect assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: | ||||||||||
• | Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment. | |||||||||
• | Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Valuations for Level 2 are prepared on an individual instrument basis using data obtained from recent transactions for identical securities in inactive markets or pricing data from similar instruments in active and inactive markets. | |||||||||
• | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |||||||||
We maintain various financial instruments recorded at cost in the December 31, 2013 and 2012 balance sheets that are not required to be recorded at fair value. For these instruments, we used the following methods and assumptions to estimate the fair value: | ||||||||||
• | Cash equivalents, restricted cash, accounts receivable and payable, customer deposits, income taxes receivable and payable, short-term borrowings, and accrued liabilities—cost approximate fair value because of the short maturity period; and | |||||||||
• | Long-term debt—fair value is based on the amount of future cash flows associated with each debt instrument discounted at our current estimated borrowing rate for similar debt instruments of comparable terms. | |||||||||
There were no transfers into or out of Level 1, Level 2 or Level 3 financial instruments during the periods ended December 31, 2013 and 2012. See Note 6 for debt fair value disclosure, see Note 9 for pension and other post-employment benefit plan asset fair value disclosures and see Note 10 for derivative fair value disclosures. | ||||||||||
Accounting Standards Updates | Accounting Standards Updates | Accounting Standards Updates | ||||||||
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also requires expanded disclosures concerning discontinued operations, disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting and expanded disclosures for long-lived assets classified as held for sale or disposed of. ASU 2014-08 is effective for us on a prospective basis in our first quarter of fiscal 2015. Early adoption is permitted, but only for disposals (or assets classified as held for sale) that have not been reported in financial statements previously issued or available for issuance. We are currently evaluating the impact that ASU 2014-08 will have on our consolidated financial statements and related disclosures upon adoption. | In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2013-02 (“ASU2013-02”), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (AOCI), to provide guidance about AOCI disclosure requirements. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in financial statements; however, it does require an entity to provide information about the amounts reclassified out of AOCI by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. This standard was adopted on January 1, 2013. | |||||||||
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This ASU will replace most existing revenue recognition guidance in US GAAP when it becomes effective. The new standard is effective for us on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect that ASU 2014-09 will have on our condensed consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. | In June 2011, the FASB issued Accounting Standards Update 2011-05 (“ASU 2011-05”), Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This standard was retrospectively adopted on January 1, 2012. | |||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and to provide related disclosures. ASU 2014-15 is effective for us for our fiscal year ending December 31, 2016. We are currently evaluating the impact of this standard on our consolidated financial statements. | ||||||||||
Reclassifications | Reclassifications | |||||||||
Certain amounts in prior periods have been reclassified to conform with the presentation adopted in the current period. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Allowance for Doubtful Accounts | |||||||||
The activity in the allowance for doubtful accounts is summarized as | December 31, 2013 | December 31, 2012 | |||||||
follows: | |||||||||
In millions | |||||||||
Balance, beginning of year | $ | 3.8 | $ | 4.2 | |||||
(Benefit) provision | 0.3 | -0.4 | |||||||
Write-offs, credits and adjustments | — | — | |||||||
Balance, end of the period | $ | 4.1 | $ | 3.8 | |||||
Schedule of Property, Plant and Equipment | We record property, plant and equipment at cost and depreciate it on a straight line basis evenly over the assets’ estimated useful lives as follows: | ||||||||
Years | |||||||||
Software | 10-Mar | ||||||||
Buildings and improvements | Feb-50 | ||||||||
Machinery and equipment | 30-Jan |
RESTRUCTURING_IMPAIRMENT_AND_O1
RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Costs | The following is a summary of the charges recorded during the fourth quarter of December 31, 2011: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Type of Charge | Amount | Statement of Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Classification | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring | $ | 281.9 | Restructuring | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-lived asset impairment (see Note 5) | $ | 234.7 | Long-lived asset impairment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory adjustments and other (see Note 4) | $ | 22.4 | Cost of goods sold | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2011 US Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Costs | Details of the 2014 expenses, cash payments, and expected costs incurred related to the 2011 Global Plan are set out in the following table: | Details of the 2012 expenses, cash payments and expected costs incurred related to the 2011 Global Plan are set out in the following table: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As of September 30, 2014 | As of December 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued | Year-to-date | Cash | Non-cash | Currency | Accrued | Cumulative | Total | In millions | Accrued | Year-to-date | Cash | Currency | Accrued | Cumulative | Total Costs | |||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, | Restructuring | Payments | Settlements | September 30, | Costs | Costs | December 31, | Restructuring | Payments | December 31, | Costs Incurred | Expected to be | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013 | Reversals | 2014 | Incurred | Expected | 2011 | Charges | 2012 | Incurred | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
to be | (Reversals) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Incurred | 2011 Global Plan | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In millions | Severance and employee benefits | $ | 54.5 | $ | (6.4) | $ | (17.4) | $ | 0.3 | $ | 31.0 | $ | 48.1 | $ | 48.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||
2011 Global Plan | Contract termination | 178.3 | -76.4 | -33.2 | 0.8 | 69.5 | 106.5 | 106.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and employee benefits | $ | 21 | $ | (1.5 | ) | $ | (2.9 | ) | $ | (0.9 | ) | $ | (1.2 | ) | $ | 14.5 | $ | 35.1 | $ | 35.1 | Other | 48.1 | -5.1 | -6.7 | 0.7 | 37.0 | 39.4 | 39.4 | ||||||||||||||||||||||||||||||||||||||
Contract termination | 10.5 | — | (10.5 | ) | — | — | — | 106.5 | 106.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other | 24.2 | (2.1 | ) | (9.4 | ) | 2 | (1.3 | ) | 13.4 | 35.8 | 35.8 | Total | $ | 280.9 | $ | -87.9 | $ | -57.3 | $ | 1.8 | $ | 137.5 | $ | 194.0 | $ | 194.0 | ||||||||||||||||||||||||||||||||||||||||
Total | $ | 55.7 | $ | (3.6 | ) | $ | (22.8 | ) | $ | 1.1 | $ | (2.5 | ) | $ | 27.9 | $ | 177.4 | $ | 177.4 | Details of the 2013 expenses, cash payments and expected costs incurred related to the 2011 Global Plan are set out in the following table: | ||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In millions | Accrued | Year-to-date | Cash Payments | Non-Cash | Currency | Accrued | Cumulative | Total Costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, | Restructuring | Settlements | December 31 | Costs Incurred | Expected to be | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | Charges | 2013 | Incurred | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Reversals) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2011 Global Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and employee benefits | $ | 31.0 | $ | (11.5) | $ | (0.7) | $ | — | $ | 2.2 | $ | 21.0 | $ | 36.6 | $ | 36.6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Contract termination | 69.5 | — | -59.4 | — | 0.4 | 10.5 | 106.5 | 106.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other | 37.0 | -1.5 | -4.8 | -7.6 | 1.1 | 24.2 | 37.9 | 37.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 137.5 | $ | -13 | $ | -64.9 | $ | -7.6 | $ | 3.7 | $ | 55.7 | $ | 181.0 | $ | 181.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2009 US And Global Plans [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Costs | Details of 2013 expenses related to the 2009 U.S. and Global Plans are set out in the following table: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In millions | Accrued | Year-to-Date | Cash | Accrued | Cumulative | Total Costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2012 | Restructuring | Payments | December 31, 2013 | Costs | Expected to be | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charges (Reversals) | Incurred | Incurred | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2009 U.S. and Global Plans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and other employee benefits | $ | 2.7 | $ | 0.9 | $ | (3.0 | ) | $ | 0.6 | $ | 16.4 | $ | 16.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset move costs | — | — | — | — | 8.5 | 8.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract termination | — | — | — | — | 2.9 | 2.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Infrastructure costs | — | — | — | — | 4.3 | 4.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 2.7 | $ | 0.9 | $ | (3.0 | ) | $ | 0.6 | $ | 32.1 | $ | 32.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Details of 2012 expenses related to the 2009 U.S. and Global Plans are set out in the following table: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued | Year-to-Date | Cash | Accrued | As of December 31, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2011 | Restructuring | Payments | December 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charges (Reversals) | Cumulative | Total Costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Costs | Expected to be | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Incurred | Incurred | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2009 U.S. and Global Plans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and other employee benefits | $ | 12.6 | $ | (2.5) | $ | (7.4) | $ | 2.7 | $ | 15.5 | $ | 15.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset move costs | — | — | — | — | 8.5 | 8.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract termination | 2.9 | — | -2.9 | — | 2.9 | 2.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Infrastructure costs | — | 4.3 | -4.3 | — | 4.3 | 4.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 15.5 | $ | 1.8 | $ | -14.6 | $ | 2.7 | $ | 31.2 | $ | 31.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Details of 2011 expenses related to the 2009 U.S. and Global Plans are set out in the following table: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued | Year-to-Date | Cash | Accrued | As of December 31, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2010 | Restructuring | Payments | December 31, 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charges (Reversals) | Cumulative | Total Costs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Costs | Expected to be | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Incurred | Incurred | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2009 U.S. and Global Plans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Severance and other employee benefits | $ | 16.2 | $ | (0.2) | $ | (3.4) | $ | 12.6 | $ | 18.0 | $ | 18.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset move costs | — | 5.3 | -5.3 | — | 8.5 | 20.3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract termination | — | 2.9 | — | 2.9 | 2.9 | 2.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Infrastructure costs | — | — | — | — | — | 4.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 16.2 | $ | 8.0 | $ | -8.7 | $ | 15.5 | $ | 29.4 | $ | 46.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Inventory Disclosure [Abstract] | ||||||||||||||||||
Schedule of Inventory, Current | Inventories consist of the following: | Inventories consist of the following: | ||||||||||||||||
As of | As of | As of December 31, | ||||||||||||||||
September 30, | December 31, | 2013 | 2012 | |||||||||||||||
2014 | 2013 | In millions | ||||||||||||||||
In millions | Raw materials and supplies | $ | 37.5 | $ | 35.3 | |||||||||||||
Raw materials and supplies | $ | 31.2 | $ | 37.5 | Goods in process | 48.1 | 43.6 | |||||||||||
Goods in process | 55.5 | 48.1 | Finished goods | 42.5 | 51.6 | |||||||||||||
Finished goods | 43.7 | 42.5 | ||||||||||||||||
Total inventories | $ | 128.1 | $ | 130.5 | ||||||||||||||
Total inventories | $ | 130.4 | $ | 128.1 | ||||||||||||||
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Components of Property Plant and Equipment | Property, plant and equipment consists of the following: | ||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
In millions | |||||||||
Land | $ | 5.9 | $ | 6.1 | |||||
Software | 26.7 | 17.2 | |||||||
Buildings and improvements | 245.8 | 238.5 | |||||||
Machinery and equipment | 1,206.9 | 1,149.0 | |||||||
1,485.3 | 1,410.8 | ||||||||
Less accumulated depreciation | -811 | -729.4 | |||||||
674.3 | 681.4 | ||||||||
Construction in progress | 50.6 | 108.5 | |||||||
Total property, plant and equipment, net | $ | 724.9 | $ | 789.9 | |||||
DEBT_Tables
DEBT (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt | Debt outstanding consists of the following: | Debt outstanding consists of the following: | ||||||||||||||||||||||||||||||||||||||||||||||||||||
As of September 30, 2014 | As of December 31, 2013 | As of December 31, 2013 | As of December 31, 2012 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Total | Current | Long- | Total | Current | Long- | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal | and | Term | Principal | and | Term | |||||||||||||||||||||||||||||||||||||||||||||||||
Short- | Short- | Total | Current and | Long-Term | Total | Current and | Long-Term | |||||||||||||||||||||||||||||||||||||||||||||||
Term | Term | Principal | Short-Term | Principal | Short-Term | |||||||||||||||||||||||||||||||||||||||||||||||||
In millions | In millions | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt | $ | 207.5 | $ | 2.1 | $ | 205.4 | $ | 10.4 | $ | 2.8 | $ | 7.6 | Long-term notes | $ | 10.4 | $ | 2.8 | $ | 7.6 | $ | 16.0 | $ | 3.4 | $ | 12.6 | |||||||||||||||||||||||||||||
Schedule of the Aggregate Amounts of Payments on Long-Term Debt, Excluding Affiliate Debt | The aggregate amounts of payments on long-term debt, excluding affiliate debt, after December 31, 2013 are as follows: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
In millions | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturities of long-term debt | $ | 2.8 | $ | — | $ | — | $ | 7.6 | $ | — | $ | — | $ | 10.4 |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | The following table presents information regarding outstanding stock options as of September 30, 2014, and changes during the nine months ended September 30, 2014: | The following table presents information regarding outstanding stock options as of December 31, 2013 and changes during the year then ended with regard to stock options allocated to us: | ||||||||||||||||||||||||||||||||
Shares | Weighted- | Aggregate | Weighted- | Shares | Weighted- | Aggregate | Weighted-Average | |||||||||||||||||||||||||||
Average | Intrinsic | Average | Average | Intrinsic | Remaining | |||||||||||||||||||||||||||||
Exercise Price | Value (in | Remaining | Exercise Price | Value (in | Contractual Life (years) | |||||||||||||||||||||||||||||
millions) | Contractual | millions) | ||||||||||||||||||||||||||||||||
Life (years) | Beginning of 2013 | 4,517,063 | $ | 4.84 | ||||||||||||||||||||||||||||||
Outstanding at December 31, 2013 | — | $ | — | Granted | 1,907,483 | 7.36 | ||||||||||||||||||||||||||||
Granted | 1,709,102 | 15.76 | Exercised | -188,951 | 3.49 | |||||||||||||||||||||||||||||
Exercised | — | — | Forfeited | -777,912 | 3.66 | |||||||||||||||||||||||||||||
Forfeited | — | — | Expired | -82,877 | 15.56 | |||||||||||||||||||||||||||||
Expired | — | — | ||||||||||||||||||||||||||||||||
31-Dec-13 | 5,374,806 | $ | 5.78 | $ | 41.7 | 8 | ||||||||||||||||||||||||||||
Outstanding at September 30, 2014 | 1,709,102 | $ | 15.76 | $ | 6.1 | 10 | ||||||||||||||||||||||||||||
Options exercisable at December 31, 2013 | 883,933 | $ | 10.14 | $ | 5.2 | 6 | ||||||||||||||||||||||||||||
Options exercisable at September 30, 2014 | — | $ | — | $ | — | — | ||||||||||||||||||||||||||||
Weighted Average Assumptions | The weighted-average assumptions are as follows: | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.8% | 0.8% | 1.7% | |||||||||||||||||||||||||||||||
Expected stock price volatility | 63.60% | 67.60% | 65.80% | |||||||||||||||||||||||||||||||
Expected term until exercise (years) | 4 | 4 | 4 | |||||||||||||||||||||||||||||||
Expected dividends | —% | —% | —% | |||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table presents information regarding outstanding restricted stock units as of September 30, 2014, and changes during the nine months ended September 30, 2014: | The following table presents information regarding outstanding restricted stock units allocated to us as of December 31, 2013 and changes during the year then ended: | ||||||||||||||||||||||||||||||||
Restricted Stock | Aggregate Intrinsic | Weighted- | Restricted Stock | Aggregate Intrinsic | Weighted- | |||||||||||||||||||||||||||||
Units | Value (in millions) | Average Remaining | Units | Value (in millions) | Average Remaining | |||||||||||||||||||||||||||||
Contractual Life | Contractual Life (years) | |||||||||||||||||||||||||||||||||
(years) | Beginning of 2013 | 1,390,360 | ||||||||||||||||||||||||||||||||
Outstanding at December 31, 2013 | — | Granted | 611,260 | |||||||||||||||||||||||||||||||
Granted | 1,398,821 | Converted | -359,994 | |||||||||||||||||||||||||||||||
Converted | — | Forfeited | -101,455 | |||||||||||||||||||||||||||||||
Forfeited | (7,107 | ) | ||||||||||||||||||||||||||||||||
31-Dec-13 | 1,540,171 | $ | 20.1 | 2 | ||||||||||||||||||||||||||||||
Outstanding at September 30, 2014 | 1,391,714 | $ | 26.9 | 4 | ||||||||||||||||||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Stock-based compensation expense is reported as follows in the condensed consolidated statement of operations: | Stock-based compensation expense recorded for the years ended December 31, 2013, 2012 and 2011 was allocated as follows: | ||||||||||||||||||||||||||||||||
For the Three Months | For the Nine Months | For the Year Ended December 31, | ||||||||||||||||||||||||||||||||
Ended September 30, | Ended September 30, | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||
In millions | In millions | |||||||||||||||||||||||||||||||||
Cost of goods sold | $ | 1.1 | $ | 1.3 | $ | 2.6 | $ | 3 | Cost of goods sold | $ | 4.4 | $ | 4.8 | $ | 4.2 | |||||||||||||||||||
Marketing and administration | 1.5 | 2.2 | 3 | 6 | Marketing and administration | 7.4 | 6.2 | 13.4 | ||||||||||||||||||||||||||
Research and development | 0.7 | 0.6 | 1.7 | 1.6 | Research and development | 2.1 | 2.0 | 2.9 | ||||||||||||||||||||||||||
Stock-based employee compensation | $ | 3.3 | $ | 4.1 | $ | 7.3 | $ | 10.6 | Stock-based employee compensation | $ | 13.9 | $ | 13.0 | $ | 20.5 | |||||||||||||||||||
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in each component of accumulated other comprehensive loss, net of tax: | The following table presents the changes in each component of accumulated other comprehensive loss, net of tax: | ||||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | In millions | Foreign Currency | Available-for-sale | Pension Plans | Accumulated Other | ||||||||||||||||||||||||||||||
September 30, | September 30, | Items (1) | Securities | Comprehensive Loss | ||||||||||||||||||||||||||||||||
In millions | 2014 | 2013 | 2014 | 2013 | Balance, December 31, 2010 | $ | (13.2) | $ | 0.2 | $ | (39.1) | $ | (52.1) | |||||||||||||||||||||||
Foreign Currency Items (1) | Other comprehensive (loss) income before reclassifications | 2.6 | — | -32.7 | -30.1 | |||||||||||||||||||||||||||||||
Beginning balance | $ | (57.2 | ) | $ | (70.3 | ) | $ | (76.3 | ) | $ | (28.1 | ) | Amounts reclassified from accumulated other comprehensive loss (2) | — | — | 5.9 | 5.9 | |||||||||||||||||||
Other comprehensive (loss) income before reclassifications | (30.9 | ) | 11.6 | (11.8 | ) | (30.6 | ) | Net current period other comprehensive (loss) income | 2.6 | — | -26.8 | -24.2 | ||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | ||||||||||||||||||||||||||||||||
Balance, December 31, 2011 | $ | -10.6 | $ | 0.2 | $ | -65.9 | $ | -76.3 | ||||||||||||||||||||||||||||
Net other comprehensive (loss) income | (30.9 | ) | 11.6 | (11.8 | ) | (30.6 | ) | |||||||||||||||||||||||||||||
Other comprehensive loss before reclassifications | -17.5 | — | -4.3 | -21.8 | ||||||||||||||||||||||||||||||||
Balance at September 30 | $ | (88.1 | ) | $ | (58.7 | ) | $ | (88.1 | ) | $ | (58.7 | ) | Amounts reclassified from accumulated other comprehensive loss (2) | — | — | 2.9 | 2.9 | |||||||||||||||||||
Available-for-sale Securities | Net current period other comprehensive loss | -17.5 | — | -1.4 | -18.9 | |||||||||||||||||||||||||||||||
Beginning balance | $ | — | $ | 0.2 | $ | — | $ | 0.2 | ||||||||||||||||||||||||||||
Balance, December 31, 2012 | $ | -28.1 | $ | 0.2 | $ | -67.3 | $ | -95.2 | ||||||||||||||||||||||||||||
Other comprehensive income (loss) before reclassifications | — | — | — | — | ||||||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | Other comprehensive (loss) income before | -48.2 | (0.2) | 31.3 | -17.1 | |||||||||||||||||||||||||||
reclassifications | ||||||||||||||||||||||||||||||||||||
Net other comprehensive (loss) income | — | — | — | — | Amounts reclassified from accumulated other comprehensive loss (2) | — | — | 2.1 | 2.1 | |||||||||||||||||||||||||||
Balance at September 30 | $ | — | $ | 0.2 | $ | — | $ | 0.2 | Net current period other comprehensive (loss) income | -48.2 | (0.2) | 33.4 | -15 | |||||||||||||||||||||||
Pension Plans | Balance, December 31, 2013 | $ | -76.3 | $ | — | $ | -33.9 | $ | -110.2 | |||||||||||||||||||||||||||
Beginning balance | $ | (27.1 | ) | $ | (67.3 | ) | $ | (33.9 | ) | $ | (67.3 | ) | ||||||||||||||||||||||||
(1) Excludes foreign currency adjustments as it relates to noncontrolling interests. See the combined statements of comprehensive (loss) income. | ||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) before reclassifications | — | — | — | — | (2) These other comprehensive loss components are included in marketing and administrative expenses. | |||||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | (0.1 | ) | 1.9 | (0.4 | ) | 1.9 | ||||||||||||||||||||||||||||||
Net other comprehensive (loss) income | (0.1 | ) | 1.9 | (0.4 | ) | 1.9 | ||||||||||||||||||||||||||||||
Amount of accumulated other comprehensive income transferred from SunEdison(2) | — | — | 7.1 | — | ||||||||||||||||||||||||||||||||
Balance at September 30 | $ | (27.2 | ) | $ | (65.4 | ) | $ | (27.2 | ) | $ | (65.4 | ) | ||||||||||||||||||||||||
Accumulated other comprehensive loss at September 30 | $ | (115.3 | ) | $ | (123.9 | ) | $ | (115.3 | ) | $ | (123.9 | ) | ||||||||||||||||||||||||
-1 | Excludes foreign currency adjustments related to noncontrolling interests. See the condensed consolidated statements of comprehensive (loss) income. | |||||||||||||||||||||||||||||||||||
-2 | Amount represents the non-cash transfer of accumulated other comprehensive income from SunEdison as part of the Formation Transactions. | |||||||||||||||||||||||||||||||||||
Reclassification out of Accumulated Other Comprehensive Income | The following table presents reclassifications from accumulated other comprehensive loss and the affected line in the condensed consolidated statement of operations: | |||||||||||||||||||||||||||||||||||
Three | Nine Months | Condensed Consolidated Statement of | ||||||||||||||||||||||||||||||||||
Months | Ended | Operations | ||||||||||||||||||||||||||||||||||
Ended | September 30, | |||||||||||||||||||||||||||||||||||
September 30, | ||||||||||||||||||||||||||||||||||||
In millions | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||||||
Amortization of net actuarial gain (loss) and prior service credit (cost) | $ | 0.1 | $ | (1.9 | ) | $ | 0.4 | $ | (1.9 | ) | Marketing and administration expense |
EMPLOYEERELATED_LIABILITIES_Ta
EMPLOYEE-RELATED LIABILITIES (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Net Periodic Post Retirement Benefit Cost (Income) | Net periodic post-retirement benefit cost (income) consists of the following: | ||||||||||||||||||||||||
Pension Plans | Health Care and Other Plans | ||||||||||||||||||||||||
Year ended December 31, | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | |||||||||||||||||||
In millions | |||||||||||||||||||||||||
Service cost | $ | 1.0 | $ | 1.1 | $ | 2.9 | $ | — | $ | — | $ | — | |||||||||||||
Interest cost | 6.7 | 7.8 | 9.4 | 0.7 | 0.8 | 1.1 | |||||||||||||||||||
Expected return on plan assets | (13.7 | ) | (13.8 | ) | (15.4 | ) | — | — | — | ||||||||||||||||
Amortization of prior service credit | — | — | — | (0.7 | ) | (0.7 | ) | (0.5 | ) | ||||||||||||||||
Net actuarial loss (gain) | 2.9 | 4.1 | 7.9 | (0.1 | ) | (0.5 | ) | (1.5 | ) | ||||||||||||||||
Settlement charges | — | 6.7 | — | — | — | — | |||||||||||||||||||
Net periodic benefit cost (income) | $ | (3.1 | ) | $ | 5.9 | $ | 4.8 | $ | (0.1 | ) | $ | (0.4 | ) | $ | (0.9 | ) | |||||||||
Summary of Change in Benefit Obligation, Plan Assets and Funded Status of Plans | The following summarizes the change in benefit obligation, change in plan assets and funded status of the plans: | ||||||||||||||||||||||||
Pension Plans | Health Care and Other Plans | ||||||||||||||||||||||||
Year ended December 31, | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
In millions | |||||||||||||||||||||||||
Change in benefit obligation: | |||||||||||||||||||||||||
Benefit obligation at beginning of year | $ | 223.5 | $ | 227.2 | $ | 21.5 | $ | 20.1 | |||||||||||||||||
Service cost | 1.0 | 1.1 | — | — | |||||||||||||||||||||
Interest cost | 6.7 | 7.8 | 0.7 | 0.8 | |||||||||||||||||||||
Plan participants’ contributions | — | — | 0.4 | 0.5 | |||||||||||||||||||||
Actuarial (gain) loss | -16.2 | 17.8 | -4.2 | 2.3 | |||||||||||||||||||||
Gross benefits paid | -15 | -8.7 | -1.3 | -2.2 | |||||||||||||||||||||
Settlements | — | -21 | — | — | |||||||||||||||||||||
Currency exchange gain | -3 | -0.7 | — | — | |||||||||||||||||||||
Benefit obligation at end of year | $ | 197.0 | $ | 223.5 | $ | 17.1 | $ | 21.5 | |||||||||||||||||
Change in plan assets: | |||||||||||||||||||||||||
Fair value of plan assets at beginning of year | $ | 171.8 | $ | 176.0 | $ | — | $ | — | |||||||||||||||||
Actual gain on plan assets | 23.7 | 22.3 | — | — | |||||||||||||||||||||
Employer contributions | 0.8 | 0.6 | 0.9 | 1.7 | |||||||||||||||||||||
Plan participants’ contributions | — | — | 0.4 | 0.5 | |||||||||||||||||||||
Settlements | — | -18.5 | — | — | |||||||||||||||||||||
Gross benefits paid | -15 | -8.7 | -1.3 | -2.2 | |||||||||||||||||||||
Currency exchange gain (loss) | -0.1 | 0.1 | — | — | |||||||||||||||||||||
Fair value of plan assets at end of year | $ | 181.2 | $ | 171.8 | $ | — | $ | — | |||||||||||||||||
Net amount recognized | $ | -15.8 | $ | -51.7 | $ | -17.1 | $ | -21.5 | |||||||||||||||||
Amounts recognized in statement of financial position: | |||||||||||||||||||||||||
Other assets, noncurrent | $ | 18.4 | $ | — | $ | — | $ | — | |||||||||||||||||
Accrued liabilities, current | -0.8 | -0.6 | -1.3 | -1.4 | |||||||||||||||||||||
Pension and post-employment liabilities, noncurrent | -33.4 | -51.1 | -15.8 | -20.1 | |||||||||||||||||||||
Net amount recognized | $ | -15.8 | $ | -51.7 | $ | -17.1 | $ | -21.5 | |||||||||||||||||
Amounts Recognized in Accumulated Other Comprehensive (Loss) Income (Before Tax) | Amounts recognized in accumulated other comprehensive (loss) income (before tax): | ||||||||||||||||||||||||
Pension Plans | Health Care and Other Plans | ||||||||||||||||||||||||
As of December 31, | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
In millions | |||||||||||||||||||||||||
Net actuarial loss (gain) | $ | 57.1 | $ | 86.8 | $ | (4.4) | $ | (0.3) | |||||||||||||||||
Prior service credit | — | — | -11.4 | -12.1 | |||||||||||||||||||||
Net amount recognized | $ | 57.1 | $ | 86.8 | $ | -15.8 | $ | -12.4 | |||||||||||||||||
Amortized from Accumulated Other Comprehensive Loss Into Net Periodic Benefit Cost (Income) | The estimated amounts that will be amortized from accumulated other comprehensive loss into net periodic benefit cost (income) in 2014 are as follows: | ||||||||||||||||||||||||
Pension Plans | Health Care and | ||||||||||||||||||||||||
Other Plans | |||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
Actuarial loss | $ | 1.9 | $ | (1.1) | |||||||||||||||||||||
Prior service credit | — | -0.7 | |||||||||||||||||||||||
Total | $ | 1.9 | $ | -1.8 | |||||||||||||||||||||
Weighted-Average Allocation of Pension Benefit Plan Assets | The weighted-average allocation of pension benefit plan assets at year ended December 31 were as follows: | ||||||||||||||||||||||||
Actual Allocation | |||||||||||||||||||||||||
Asset Category (Dollars in millions) | 2013 Target | 2013 | 2012 | ||||||||||||||||||||||
Allocation | |||||||||||||||||||||||||
Cash | —% | 2% | 2% | ||||||||||||||||||||||
Group annuity contract | —% | 28% | 31% | ||||||||||||||||||||||
Equity securities | 60% | 59% | 54% | ||||||||||||||||||||||
Fixed income securities | 40% | 11% | 13% | ||||||||||||||||||||||
Total | 100% | 100% | 100% | ||||||||||||||||||||||
Fair Value Hierarchy Investments Held by Pension Plans | This table does not include $4.1 million in cash in accordance with the disclosure requirements of ASC 820. | ||||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total | ||||||||||||||||||||||
in Active | Other | Unobservable | |||||||||||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
Equity mutual funds: | |||||||||||||||||||||||||
Large cap funds | $ | 46.9 | $ | — | $ | — | $ | 46.9 | |||||||||||||||||
Mid cap funds | 13.7 | — | — | 13.7 | |||||||||||||||||||||
Small cap funds | 13.8 | — | — | 13.8 | |||||||||||||||||||||
International funds | 22.8 | — | — | 22.8 | |||||||||||||||||||||
Emerging market funds | 9.3 | — | — | 9.3 | |||||||||||||||||||||
Fixed income funds: | |||||||||||||||||||||||||
Investment grade bond funds | 6.9 | — | — | 6.9 | |||||||||||||||||||||
Corporate bond funds | 13.3 | — | — | 13.3 | |||||||||||||||||||||
Group annuity contract | — | — | 50.4 | 50.4 | |||||||||||||||||||||
Total assets at fair value | $ | 126.7 | $ | — | $ | 50.4 | $ | 177.1 | |||||||||||||||||
The following table sets forth by Level within the fair value hierarchy the investments held by the pension plans at December 31, 2012. This table does not include the $3.3 million in cash in accordance with the disclosure requirements of ASC 820. | |||||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total | ||||||||||||||||||||||
in Active | Other | Unobservable | |||||||||||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
Equity mutual funds: | |||||||||||||||||||||||||
Large cap funds | $ | 38.5 | $ | — | $ | — | $ | 38.5 | |||||||||||||||||
Mid cap funds | 11.1 | — | — | 11.1 | |||||||||||||||||||||
Small cap funds | 11.0 | — | — | 11.0 | |||||||||||||||||||||
International funds | 22.0 | — | — | 22.0 | |||||||||||||||||||||
Emerging market funds | 10.3 | — | — | 10.3 | |||||||||||||||||||||
Fixed income funds: | |||||||||||||||||||||||||
Investment grade bond funds | 8.3 | — | — | 8.3 | |||||||||||||||||||||
Corporate bond funds | 13.6 | — | — | 13.6 | |||||||||||||||||||||
Group annuity contract | — | — | 53.7 | 53.7 | |||||||||||||||||||||
Total assets at fair value | $ | 114.8 | $ | — | $ | 53.7 | $ | 168.5 | |||||||||||||||||
Summary of Changes in Fair Value of Plan Assets | The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 assets for the years ended December 31, 2013 and 2012. | ||||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
Balance, beginning of year | $ | 53.7 | $ | — | |||||||||||||||||||||
Purchases | 0.2 | 54.9 | |||||||||||||||||||||||
Sales | (4.6 | ) | (1.7 | ) | |||||||||||||||||||||
Interest credit during the year | 1.1 | 0.5 | |||||||||||||||||||||||
Balance, end of year | $ | 50.4 | $ | 53.7 | |||||||||||||||||||||
Projected Benefit Obligation, Accumulated Benefit Obligation and Fair Value of Plan Assets | As of December 31, 2013 and 2012, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with an accumulated benefit obligation in excess of plan assets were as follows: | ||||||||||||||||||||||||
Pension Plans | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
Projected benefit obligation, end of year | $ | 37.6 | $ | 223.5 | |||||||||||||||||||||
Accumulated benefit obligation, end of year | $ | 25.4 | $ | 212.5 | |||||||||||||||||||||
Fair value of plan assets, end of year | $ | 3.3 | $ | 171.8 | |||||||||||||||||||||
Future Benefits Payable for Pension and Other Post-Retirement Plans | We estimate that the future benefits payable for the pension and other post-retirement plans are as follows: | ||||||||||||||||||||||||
Pension Plans | Health Care and | ||||||||||||||||||||||||
Other Plans | |||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
2014 | $ | 17.4 | $ | 1.3 | |||||||||||||||||||||
2015 | $ | 15.0 | $ | 1.3 | |||||||||||||||||||||
2016 | $ | 14.3 | $ | 1.3 | |||||||||||||||||||||
2017 | $ | 12.9 | $ | 1.2 | |||||||||||||||||||||
2018 | $ | 12.3 | $ | 1.2 | |||||||||||||||||||||
2019-2023 | $ | 58.2 | $ | 5.9 | |||||||||||||||||||||
Net Periodic Benefit Cost [Member] | |||||||||||||||||||||||||
Actuarial Assumptions Used | To determine pension and other post-retirement and post-employment benefit measurements for the plans, our Parent uses a measurement date of December 31. The following is a table of actuarial assumptions used to determine the net periodic benefit cost (income): | ||||||||||||||||||||||||
Pension Plans | Health Care and Other Plans | ||||||||||||||||||||||||
Year ended December 31, | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | |||||||||||||||||||
Weighted-average assumptions: | |||||||||||||||||||||||||
Discount rate | 3.14% | 3.65% | 4.58% | 3.38% | 3.93% | 5.09% | |||||||||||||||||||
Expected return on plan assets | 8.38% | 8.34% | 8.36% | NA | NA | NA | |||||||||||||||||||
Rate of compensation increase | NA | NA | 3.63% | 3.75% | 3.75% | 3.75% | |||||||||||||||||||
Current medical cost trend rate | NA | NA | NA | 8.00% | 8.00% | 8.00% | |||||||||||||||||||
Ultimate medical cost trend rate | NA | NA | NA | 4.50% | 5.00% | 5.00% | |||||||||||||||||||
Year the rate reaches ultimate trend rate | NA | NA | NA | 2022 | 2018 | 2017 | |||||||||||||||||||
Defined Benefit Plan Benefit Obligations [Member] | |||||||||||||||||||||||||
Actuarial Assumptions Used | The following is a table of the actuarial assumptions used to determine the benefit obligations of our pension and other post-employment plans: | ||||||||||||||||||||||||
Pension Plans | Health Care and Other Plans | ||||||||||||||||||||||||
As of December 31, | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Weighted-average assumptions: | |||||||||||||||||||||||||
Discount rate | 3.80% | 3.14% | 4.28% | 3.37% | |||||||||||||||||||||
Rate of compensation increase | NA | NA | 3.75% | 3.75% |
DERIVATIVES_AND_HEDGING_INSTRU1
DERIVATIVES AND HEDGING INSTRUMENTS (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | Derivatives and hedging activities consist of: | SunEdison Semiconductor’s derivatives and hedging activities consist of: | ||||||||||||||||||||||||||||||||
Assets (Liabilities) at Fair | Assets (Liabilities) Fair Value | |||||||||||||||||||||||||||||||||
Value | In millions | Balance Sheet Location | As of | As of | ||||||||||||||||||||||||||||||
In millions | Balance Sheet Location | As of | As of | December 31, | December 31, | |||||||||||||||||||||||||||||
September 30, | December 31, | 2013 | 2012 | |||||||||||||||||||||||||||||||
2014 | 2013 | Derivatives not designated as hedging: | ||||||||||||||||||||||||||||||||
Derivatives not designated as hedging: | Currency forward contracts (1) | Prepaid and other current assets | $ | — | $ | 0.3 | ||||||||||||||||||||||||||||
Currency forward contracts (1) | Prepaid and other current assets | $ | 0.1 | $ | — | Currency forward contracts (1) | Accrued liabilities | $ | (3.1 | ) | $ | (6.4 | ) | |||||||||||||||||||||
Currency forward contracts (1) | Accrued liabilities | $ | (1.3 | ) | $ | (3.1 | ) | (1) Currency forward contracts are recorded on the combined balance sheet at fair value using Level 1 inputs. | ||||||||||||||||||||||||||
Losses | ||||||||||||||||||||||||||||||||||
(1) | Currency forward contracts are recorded on the condensed consolidated balance sheet at fair value using Level 1 inputs. | Year Ended December 31, | ||||||||||||||||||||||||||||||||
In millions | Statement of | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||
Operations Location | ||||||||||||||||||||||||||||||||||
Losses (Gains) | (Gains) Losses | Derivatives not designated as hedging: | ||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Currency forward contracts | Other, net | $ | 14.3 | $ | 5.2 | $ | 0.2 | |||||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||||||||||
In millions | Statement of Operations Location | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
Derivatives not designated as hedging: | ||||||||||||||||||||||||||||||||||
Currency forward contracts | Other, net | $ | 4.3 | $ | (3.8 | ) | $ | (0.2 | ) | $ | 6.6 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||
Operating Lease Obligations | Our operating lease obligations as of December 31, 2013 were as follows: | ||||||||||||||||||||||||||||
Payments Due By Period | |||||||||||||||||||||||||||||
Total | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | |||||||||||||||||||||||
In millions | |||||||||||||||||||||||||||||
Operating leases | $ | 24.7 | $ | 7.1 | $ | 6.8 | $ | 5.7 | $ | 2.0 | $ | 1.9 | $ | 1.2 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Net (Loss) Income before Income Tax Expense (Benefit) | The net (loss) income before income tax expense (benefit) consists of the following: | ||||||||||||
For the year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
In millions | |||||||||||||
U.S. | $ | -126.5 | $ | -117.1 | $ | (113.1) | |||||||
Foreign | 115.2 | 243.4 | (405.1) | ||||||||||
Total | $ | (11.3) | $ | 126.3 | $ | (518.2) | |||||||
Income Tax Expense (Benefit) | Income tax expense (benefit) consists of the following: | ||||||||||||
Current | Deferred | Total | |||||||||||
In millions | |||||||||||||
Year ended December 31, 2013: | |||||||||||||
U.S. Federal | $ | 1.6 | $ | 15.2 | $ | 16.8 | |||||||
U.S. State | 1.3 | -0.1 | 1.2 | ||||||||||
Foreign | 17.8 | 8.2 | 26.0 | ||||||||||
Total | $ | 20.7 | $ | 23.3 | $ | 44.0 | |||||||
Year ended December 31, 2012: | |||||||||||||
U.S. Federal | $ | (1.9) | $ | — | $ | (1.9) | |||||||
Foreign | 22.1 | -16.6 | 5.5 | ||||||||||
Total | $ | 20.2 | $ | (16.6) | $ | 3.6 | |||||||
Year ended December 31, 2011: | |||||||||||||
U.S. Federal | $ | 2.9 | $ | — | $ | 2.9 | |||||||
Foreign | 12.4 | 22.1 | 34.5 | ||||||||||
Total | $ | 15.3 | $ | 22.1 | $ | 37.4 | |||||||
Schedule of Effective Income Tax Rate | Income tax expense (benefit) for 2011 and 2012 differed from the amounts computed by applying the statutory U.S. federal income tax rate of 35% to (loss) income before income taxes and noncontrolling interests. | ||||||||||||
For the year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Income tax at statutory rate | (17.0 | )% | 35 | % | (35.0 | )% | |||||||
Increase (reduction) in income taxes: | |||||||||||||
Effect of international operations (1) | 377.4 | (18.4 | ) | 5.5 | |||||||||
Foreign incentives | (19.5 | ) | (3.5 | ) | (1.3 | ) | |||||||
Foreign repatriation | — | — | 2.6 | ||||||||||
Tax authority positions, net | — | (3.1 | ) | — | |||||||||
Valuation allowance | 48.2 | (6.7 | ) | 35.9 | |||||||||
Other, net | 0.3 | (0.4 | ) | (0.5 | ) | ||||||||
Effective tax expense rate | 389.4 | % | 2.9 | % | 7.2 | % | |||||||
-1 | The Company determines the adjustment for taxes on international operations based on the difference between the statutory tax rate applicable to earnings in each foreign jurisdiction and the enacted rate of 17%, 35% and 35% at December 31, 2013, 2012 and 2011, respectively. | ||||||||||||
Reconciliation of Unrecognized Tax Benefit | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: | ||||||||||||
For the year ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
In millions | |||||||||||||
Beginning of year | $ | 1.6 | $ | 5.2 | |||||||||
Additions based on tax positions related to the current year | — | — | |||||||||||
Reductions for tax positions of prior years | (0.2) | (3.6) | |||||||||||
End of year | $ | 1.4 | $ | 1.6 | |||||||||
Schedule of Deferred Tax Assets and Liabilities | The tax effects of the major items recorded as deferred tax assets and liabilities are: | ||||||||||||
As of December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
In millions | |||||||||||||
Deferred tax assets: | |||||||||||||
Inventories | $ | 5.7 | $ | 6.7 | |||||||||
Restructuring liabilities | 10.3 | 26.1 | |||||||||||
Expense accruals | 18.8 | 16.5 | |||||||||||
Property, plant and equipment | 104.2 | 92.2 | |||||||||||
Pension, medical and other employee benefits | 15.3 | 23.8 | |||||||||||
Net operating loss carryforwards | 19.7 | 63.4 | |||||||||||
Foreign tax credits | 73.6 | 25.6 | |||||||||||
Other | 12.8 | 23.2 | |||||||||||
Total deferred tax assets | 260.4 | 277.5 | |||||||||||
Valuation allowance | (224.8) | (240.9) | |||||||||||
Net deferred tax assets | 35.6 | 36.6 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Pension | (6.6) | — | |||||||||||
Other | (7.5) | (4.0) | |||||||||||
Total deferred tax liabilities | (14.1) | (4.0) | |||||||||||
Net deferred tax assets | $ | 21.5 | $ | 32.6 | |||||||||
Our deferred tax assets and liabilities, netted by taxing location, are in the following captions in the combined balance sheet: | |||||||||||||
As of December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
In millions | |||||||||||||
Current deferred tax assets, net (recorded in deferred tax asset and accrued liabilities) | $ | 5.9 | $ | 12.4 | |||||||||
Non-current deferred tax assets, net (recorded in other assets and other liabilities) | 15.6 | 20.2 | |||||||||||
Total | $ | 21.5 | $ | 32.6 | |||||||||
GEOGRAPHIC_SEGMENTS_Tables
GEOGRAPHIC SEGMENTS (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||
Net Sales to Non-affiliates | Net sales to non-affiliates (see Note 13 for discussion of sales to affiliates): | ||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
United States | $ | 130.3 | $ | 147.7 | $ | 177.9 | |||||||||||||||||||
Foreign | 781.2 | 779.7 | 873.4 | ||||||||||||||||||||||
Total | $ | 911.5 | $ | 927.4 | $ | 1,051.3 | |||||||||||||||||||
Foreign Sales to Non - Affiliates | Foreign sales to non-affiliates were derived from sales to the following countries: | ||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
Taiwan | $ | 219.2 | $ | 219.4 | $ | 264.1 | |||||||||||||||||||
Korea | 217.6 | 197.3 | 208.8 | ||||||||||||||||||||||
Singapore | 63.1 | 56.7 | 72.4 | ||||||||||||||||||||||
Germany | 62.4 | 48.6 | 41.1 | ||||||||||||||||||||||
China | 40.1 | 46.5 | 45.9 | ||||||||||||||||||||||
France | 38.2 | 33.0 | 38.2 | ||||||||||||||||||||||
Italy | 36.7 | 42.8 | 50.5 | ||||||||||||||||||||||
Japan | 25.6 | 55.7 | 64.0 | ||||||||||||||||||||||
Malaysia | 14.6 | 15.7 | 21.4 | ||||||||||||||||||||||
Other foreign countries | 63.7 | 64.0 | 67.0 | ||||||||||||||||||||||
Total | $ | 781.2 | $ | 779.7 | $ | 873.4 | |||||||||||||||||||
Property, Plant and Equipment, Net of Accumulated Depreciation | Property, plant and equipment, net of accumulated depreciation: | ||||||||||||||||||||||||
As of December 31, | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
In millions | |||||||||||||||||||||||||
Taiwan | $ | 208.9 | $ | 234.5 | |||||||||||||||||||||
Italy | 140.9 | 162.2 | |||||||||||||||||||||||
Korea | 125.8 | 128.3 | |||||||||||||||||||||||
Malaysia | 98.6 | 135.6 | |||||||||||||||||||||||
Japan | 87.3 | 115.4 | |||||||||||||||||||||||
United States | 63.3 | 13.8 | |||||||||||||||||||||||
Other foreign countries | 0.1 | 0.1 | |||||||||||||||||||||||
Total | $ | 724.9 | $ | 789.9 | |||||||||||||||||||||
Sales to Non-Afiliate Specific Customers | Sales to non-affiliate specific customers exceeding 10% of net sales for the years ended December 31, 2013, 2012 and 2011 were as follows: | ||||||||||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||
Net Sales | Percent | Net Sales | Percent | Net Sales | Percent | ||||||||||||||||||||
In millions, except for percentages | |||||||||||||||||||||||||
Customer A | $ | 191.2 | 21.0% | $ | 183.1 | 19.7% | $ | 182.6 | 17.4% | ||||||||||||||||
Customer B | $ | 144.4 | 15.80% | $ | 119.2 | 12.9% | $ | 124.9 | 11.9% | ||||||||||||||||
Customer C | $ | 100.8 | 11.10% | $ | 102.1 | 11.0% | $ | 115.0 | 10.9% |
EQUITY_FINANCING_TRANSACTIONS_
EQUITY FINANCING TRANSACTIONS (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Equity ownership | Immediately following the Offering, the Company’s equity ownership consisted of the following: | ||||||||
Shareholder | Ordinary Shares | % Ownership | |||||||
SunEdison, Inc. | 23,560,251 | 56.8 | % | ||||||
Public | 8,280,000 | 20 | % | ||||||
Samsung Fine Chemicals Co., Ltd. | 7,200,000 | 17.3 | % | ||||||
Samsung Electronics Co., Ltd. | 2,425,578 | 5.8 | % | ||||||
Other | 40,346 | 0.1 | % | ||||||
Total Ordinary Shares | 41,506,175 | 100 | % | ||||||
LOSS_EARNINGS_PER_SHARE_Tables
(LOSS) EARNINGS PER SHARE (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted (loss) earnings per share (“EPS”) for the three month periods ended September 30, 2014 and 2013 were calculated as follows: | ||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
September 30, 2014 | September 30, 2013 | ||||||||||||||||
In millions, except per share amounts | Basic | Diluted | Basic | Diluted | |||||||||||||
EPS Numerator: | |||||||||||||||||
Net (loss) income attributable to SunEdison Semiconductor Limited shareholders | $ | (79.4 | ) | $ | (79.4 | ) | $ | 9.3 | $ | 9.3 | |||||||
EPS Denominator: | |||||||||||||||||
Weighted-average shares outstanding | 41.5 | 41.5 | 41.5 | 41.5 | |||||||||||||
(Loss) earnings per share | $ | (1.91 | ) | $ | (1.91 | ) | $ | 0.22 | $ | 0.22 | |||||||
Basic and diluted EPS for the nine month periods ended September 30, 2014 and 2013 were calculated as follows: | |||||||||||||||||
Nine Months Ended | Nine Months Ended | ||||||||||||||||
September 30, 2014 | September 30, 2013 | ||||||||||||||||
In millions, except per share amounts | Basic | Diluted | Basic | Diluted | |||||||||||||
EPS Numerator: | |||||||||||||||||
Net loss attributable to SunEdison Semiconductor Limited shareholders | $ | (79.7 | ) | $ | (79.7 | ) | $ | (14.4 | ) | $ | (14.4 | ) | |||||
EPS Denominator: | |||||||||||||||||
Weighted-average shares outstanding | 41.5 | 41.5 | 41.5 | 41.5 | |||||||||||||
Loss per share | $ | (1.92 | ) | $ | (1.92 | ) | $ | (0.35 | ) | $ | (0.35 | ) | |||||
Nature_of_Operations_Narrative
Nature of Operations (Narrative) (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Organization And Nature Of Business Textual [Abstract] | |||
Financing, cash management, treasury and other services, parent | $36.60 | $14.40 | $20.90 |
Recovered_Sheet1
Summary of Significant Accounting Policies (Narrative) (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accounting Policies [Abstract] | |||||
Noncontrolling interests | $1.20 | $44.20 | $38.90 | ||
Allowance for doubtful accounts | 3.2 | 4.1 | 3.8 | 4.2 | |
Depreciation expense | 87.4 | 88.2 | 119.6 | 118.7 | 144.3 |
Cost of shipping | $18.20 | $23.40 | $21.80 |
Schedule_of_Allowance_for_Doub
Schedule of Allowance for Doubtful Accounts (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 |
Receivables [Abstract] | |||
Balance, beginning of year | $3.80 | $4.20 | $3.20 |
(Benefit) provision | 0.3 | -0.4 | |
Write-offs, credits and adjustments | 0 | 0 | |
Balance, end of the period | $4.10 | $3.80 | $3.20 |
Schedule_of_Property_Plant_and
Schedule of Property, Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3 years |
Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 10 years |
Buildings and Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 2 years |
Buildings and Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 50 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 1 year |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 30 years |
Restructuring_and_Related_Acti
Restructuring and Related Activities (Narrative) (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||||||||||||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 14, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 04, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 04, 2012 | Dec. 31, 2013 |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Other Restructuring [Member] | 2014 Plan [Member] | 2014 Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | 2011 US Plan [Member] | Cost Reduction Program [Member] | Evonik [Member] | Evonik [Member] | Evonik [Member] | Evonik [Member] | Evonik [Member] | Evonik [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Subsidiaries [Member] | Subsidiaries [Member] | Subsidiaries [Member] | Subsidiaries [Member] | Subsidiaries [Member] | Subsidiaries [Member] | Subsidiaries [Member] | Other Restructuring [Member] | Other Restructuring [Member] | Other Restructuring [Member] | Other Restructuring [Member] | Employee Severance [Member] | Employee Severance [Member] | Employee Severance [Member] | Employee Severance [Member] | Purchase obligation termination [Member] | Purchase obligation termination [Member] | Purchase obligation termination [Member] | Purchase obligation termination [Member] | Employee Severance [Member] | USD ($) | USD ($) | EUR (€) | EUR (€) | EUR (€) | Gain related to obtaining title of the Plant [Member] | |||||||||||
Person | EUR (€) | USD ($) | USD ($) | EUR (€) | USD ($) | EUR (€) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Number of reduced total workforce | 500 | |||||||||||||||||||||||||||||||||||||||||||||
Percentage of employees reduced | 11.00% | |||||||||||||||||||||||||||||||||||||||||||||
Restructuring Charges | $0.90 | ($35.60) | ($14.50) | ($41.10) | ($75) | ($149.60) | $284.50 | ($14.40) | ($0.50) | $3.50 | $1.30 | ($35.40) | ($3.60) | ($41.50) | ($13) | ($87.90) | ($10.50) | ($62.90) | ($75.70) | $44.50 | ($2.10) | ($1.50) | ($5.10) | $54.50 | ($1.50) | ($11.50) | ($6.40) | $182.90 | ($76.40) | $5.10 | ($65.80) | |||||||||||||||
Payments for restructuring | 64.9 | 22.8 | 64.9 | 57.3 | 3.4 | 9.4 | 4.8 | 6.7 | 2.9 | 0.7 | 17.4 | 10.5 | 59.4 | 33.2 | 4.9 | 45 | 25 | |||||||||||||||||||||||||||||
Forfeited deposit | 10.2 | |||||||||||||||||||||||||||||||||||||||||||||
Restructuring reserve | 27.9 | 27.9 | 55.7 | 137.5 | 280.9 | 48.1 | 13.4 | 24.2 | 37 | 54.5 | 14.5 | 21 | 31 | 178.3 | 10.5 | 69.5 | 70 | |||||||||||||||||||||||||||||
Damages paid to suppliers and lost profits | 0 | 31.7 | 0 | 57.9 | 31.7 | |||||||||||||||||||||||||||||||||||||||||
Accounts receivable, affiliate | 8.1 | 14.1 | 8.1 | 14.1 | 89.1 | 26.3 | 75.7 | |||||||||||||||||||||||||||||||||||||||
Accounts payable increase decrease, affiliate balance | -17.9 | |||||||||||||||||||||||||||||||||||||||||||||
Increase decrease long term loan, affiliate | -40 | |||||||||||||||||||||||||||||||||||||||||||||
Deposit | 24 | 24 | 24 | |||||||||||||||||||||||||||||||||||||||||||
Restructuring charges | -75.9 | |||||||||||||||||||||||||||||||||||||||||||||
Tangible asset impairment charges | 58 | 33.6 | 0 | 58 | 0 | 33.6 | 1.5 | 234.7 | 0.7 | 0.7 | 57 | |||||||||||||||||||||||||||||||||||
Settlement of supply agreement with affiliate | $32.30 |
Charges_Associated_with_Restru
Charges Associated with Restructuring, Impairment of Long-Lived Assets and Write-Downs of Inventory (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 |
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring | $0.90 | ($35.60) | ($14.50) | ($41.10) | ($75) | ($149.60) | $284.50 | ||
Long-lived asset impairment | 58 | 33.6 | 0 | 58 | 0 | 33.6 | 1.5 | 234.7 | |
Inventory adjustments and other | 0 | 0 | 0 | 14.9 | 14.9 | ||||
2011 US Plan [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring | 1.3 | -35.4 | -3.6 | -41.5 | -13 | -87.9 | |||
Long-lived asset impairment | 57 | ||||||||
2011 US Plan [Member] | Restructuring Charges [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring | 281.9 | ||||||||
2011 US Plan [Member] | Impaired Asset [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Long-lived asset impairment | 234.7 | ||||||||
2011 US Plan [Member] | Cost of Goods, Total [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Inventory adjustments and other | $22.40 | $22.40 |
Restructuring_and_Related_Acti1
Restructuring and Related Activities (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 |
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring | $0.90 | ($35.60) | ($14.50) | ($41.10) | ($75) | ($149.60) | $284.50 | |
Payments for Restructuring | -64.9 | |||||||
Other Restructuring [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring | -14.4 | |||||||
2011 US Plan [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Reserve, beginning balance | 55.7 | 137.5 | 137.5 | 280.9 | ||||
Restructuring | 1.3 | -35.4 | -3.6 | -41.5 | -13 | -87.9 | ||
Payments for Restructuring | -22.8 | -64.9 | -57.3 | -3.4 | ||||
Restructuring Reserve - Non Cash Settlement | 1.1 | -7.6 | ||||||
Restructuring Reserve, Translation Adjustment | -2.5 | 3.7 | 1.8 | |||||
Restructuring Reserve, ending balance | 27.9 | 27.9 | 55.7 | 137.5 | 280.9 | 280.9 | ||
Restructuring and Related Cost, Cost Incurred to Date | 177.4 | 181 | 194 | |||||
Restructuring and Related Cost, Expected Cost | 177.4 | 181 | 194 | |||||
2011 US Plan [Member] | Employee Severance [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Reserve, beginning balance | 21 | 31 | 31 | 54.5 | ||||
Restructuring | -1.5 | -11.5 | -6.4 | 54.5 | ||||
Payments for Restructuring | -2.9 | -0.7 | -17.4 | |||||
Restructuring Reserve - Non Cash Settlement | -0.9 | |||||||
Restructuring Reserve, Translation Adjustment | -1.2 | 2.2 | 0.3 | |||||
Restructuring Reserve, ending balance | 14.5 | 14.5 | 21 | 31 | 54.5 | 54.5 | ||
Restructuring and Related Cost, Cost Incurred to Date | 35.1 | 36.6 | 48.1 | |||||
Restructuring and Related Cost, Expected Cost | 35.1 | 36.6 | 48.1 | |||||
2011 US Plan [Member] | Purchase obligation termination [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Reserve, beginning balance | 10.5 | 69.5 | 69.5 | 178.3 | ||||
Restructuring | -76.4 | 182.9 | ||||||
Payments for Restructuring | -10.5 | -59.4 | -33.2 | |||||
Restructuring Reserve, Translation Adjustment | 0.4 | 0.8 | ||||||
Restructuring Reserve, ending balance | 10.5 | 69.5 | 178.3 | 178.3 | ||||
Restructuring and Related Cost, Cost Incurred to Date | 106.5 | 106.5 | 106.5 | |||||
Restructuring and Related Cost, Expected Cost | 106.5 | 106.5 | 106.5 | |||||
2011 US Plan [Member] | Other Restructuring [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Reserve, beginning balance | 24.2 | 37 | 37 | 48.1 | ||||
Restructuring | -2.1 | -1.5 | -5.1 | 44.5 | ||||
Payments for Restructuring | -9.4 | -4.8 | -6.7 | |||||
Restructuring Reserve - Non Cash Settlement | 2 | -7.6 | ||||||
Restructuring Reserve, Translation Adjustment | -1.3 | 1.1 | 0.7 | |||||
Restructuring Reserve, ending balance | 13.4 | 13.4 | 24.2 | 37 | 48.1 | 48.1 | ||
Restructuring and Related Cost, Cost Incurred to Date | 35.8 | 37.9 | 39.4 | |||||
Restructuring and Related Cost, Expected Cost | 35.8 | 37.9 | 39.4 | |||||
2009 US And Global Plans [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Reserve, beginning balance | 2.7 | 2.7 | 15.5 | 16.2 | ||||
Restructuring | 0.9 | 1.8 | 8 | |||||
Payments for Restructuring | -3 | -14.6 | -8.7 | |||||
Restructuring Reserve, ending balance | 0.6 | 2.7 | 15.5 | 15.5 | ||||
Restructuring and Related Cost, Cost Incurred to Date | 32.1 | 31.2 | 29.4 | |||||
Restructuring and Related Cost, Expected Cost | 32.4 | 31.5 | 46 | |||||
2009 US And Global Plans [Member] | Employee Severance [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Reserve, beginning balance | 2.7 | 2.7 | 12.6 | 16.2 | ||||
Restructuring | 0.9 | -2.5 | -0.2 | |||||
Payments for Restructuring | -3 | -7.4 | -3.4 | |||||
Restructuring Reserve, ending balance | 0.6 | 2.7 | 12.6 | 12.6 | ||||
Restructuring and Related Cost, Cost Incurred to Date | 16.4 | 15.5 | 18 | |||||
Restructuring and Related Cost, Expected Cost | 16.4 | 15.5 | 18.8 | |||||
2009 US And Global Plans [Member] | Purchase obligation termination [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Reserve, beginning balance | 2.9 | |||||||
Restructuring | 2.9 | |||||||
Payments for Restructuring | -2.9 | |||||||
Restructuring Reserve, ending balance | 2.9 | 2.9 | ||||||
Restructuring and Related Cost, Cost Incurred to Date | 2.9 | 2.9 | 2.9 | |||||
Restructuring and Related Cost, Expected Cost | 2.9 | 2.9 | 2.9 | |||||
2009 US And Global Plans [Member] | Asset move costs [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring | 5.3 | |||||||
Payments for Restructuring | -5.3 | |||||||
Restructuring and Related Cost, Cost Incurred to Date | 8.5 | 8.5 | 8.5 | |||||
Restructuring and Related Cost, Expected Cost | 8.8 | 8.8 | 20.3 | |||||
2009 US And Global Plans [Member] | Infrastructure costs [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring | 4.3 | |||||||
Payments for Restructuring | -4.3 | |||||||
Restructuring and Related Cost, Cost Incurred to Date | 4.3 | 4.3 | ||||||
Restructuring and Related Cost, Expected Cost | $4.30 | $4.30 | $4 |
Inventories_Detail
Inventories (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $31.20 | $37.50 | $35.30 |
Goods in process | 55.5 | 48.1 | 43.6 |
Finished goods | 43.7 | 42.5 | 51.6 |
Total inventories | $130.40 | $128.10 | $130.50 |
Inventories_Narrative_Detail
Inventories (Narrative) (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 |
Inventory Disclosure [Abstract] | |||
Finished goods inventory held on consignment | $22.90 | $27.70 | |
Inventory write down | 2.4 | 8.6 | |
Inventory adjustments to cost of goods sold | $0 | $14.90 | $0 |
Components_of_Property_Plant_a
Components of Property Plant and Equipment (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | $1,485.30 | $1,410.80 | |
Less accumulated depreciation | -848.1 | -811 | -729.4 |
Property plant and equipment, net | 674.3 | 681.4 | |
Construction in progress | 50.6 | 108.5 | |
Total property, plant and equipment, net | 621.1 | 724.9 | 789.9 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 5.9 | 6.1 | |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 26.7 | 17.2 | |
Buildings and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 245.8 | 238.5 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | $1,206.90 | $1,149 |
Property_Plant_and_Equipment_N
Property, Plant and Equipment (Narrative) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property, Plant and Equipment [Line Items] | ||||||||
Asset impairment charges | $58 | $0 | $34.80 | $248.80 | ||||
Asset impairment charges | 58 | 33.6 | 0 | 58 | 0 | 33.6 | 1.5 | 234.7 |
Polysilicon Manufacturing Assets [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Asset impairment charges | $225.70 |
Debt_Detail
Debt (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Debt Disclosure [Abstract] | |||
Notes Payable | $207.50 | $10.40 | $16 |
Current portion of long-term debt | 2.1 | 2.8 | 3.4 |
Long-term debt, less current portion | $205.40 | $7.60 | $12.60 |
Debt_Narrative_Detail
Debt (Narrative) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ||||
Notes Payable | $207,500,000 | $10,400,000 | $16,000,000 | |
Interest rate on borrowing | 2.20% | |||
Long-term Debt, Fair Value | 203,300,000 | 9,800,000 | 15,000,000 | |
Proceeds from Issuance of Debt | 210,000,000 | 210,000,000 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 50,000,000 | |||
Letters of credit maximum borrowing capacity | 15,000,000 | |||
Swing line loan maximum borrowing capacity | 15,000,000 | |||
Debt Instrument, Maturity Date, Description | The Term Facility has a five-year term, ending May 27, 2019 | |||
Letters of Credit Outstanding, Amount | 3,200,000 | |||
Debt Instrument, Periodic Payment, Principal | 525,000 | |||
Original issue discount percentage on debt | 1.00% | |||
Original issue discount amount on debt | 2,100,000 | |||
Debt Issuance Cost | 9,800,000 | |||
Debt Instrument, Covenant Description | 3.5 to 1.0 for the fiscal quarters ending September 30, 2014 and December 31, 2014; (ii) 3.0 to 1.0 for the fiscal quarters ending March 31, 2015 and June 30, 2015; and (iii) 2.5 to 1.0 for the fiscal quarters ending on and after September 30, 2015. The Credit Facility also contains customary material adverse effects and cross-default clauses. The cross-default clause is applicable to defaults on other indebtedness in excess of $30.0 million. | |||
ShortTermCommittedFinancingArrangementsMaximumAmount | 23,500,000 | |||
ShortTermCommittedFinancingArrangementsUnavailableAmountDueToThirdPartyLettersOfCredit | $17,500,000 | |||
Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | |||
Spread over LIBOR [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | |||
Minimum [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% |
Schedule_of_the_Aggregate_Amou
Schedule of the Aggregate Amounts of Payments on Long-Term Debt, Excluding Affiliate Debt (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Equity Method Investments And Cost Method Investments [Abstract] | |||
2014 | $2.80 | ||
2015 | 0 | ||
2016 | 0 | ||
2017 | 7.6 | ||
2018 | 0 | ||
Thereafter | 0 | ||
Notes Payable | $207.50 | $10.40 | $16 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Aug. 20, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | 28-May-14 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2012 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Shares authorized for future grant | 7,900,000 | 7,900,000 | 5,300,000 | |||||||
Options outstanding, exercise price | $2.77 | $15.76 | $7.36 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $5.12 | $3.49 | $1.05 | $5.81 | ||||||
Unrecognized compensation cost | $8.90 | |||||||||
Shares reserved for issuance under the equity incentive plans | 11,000,000 | 11,000,000 | ||||||||
Granted | 1,709,102 | 1,907,483 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,398,821 | 611,260 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $16.86 | |||||||||
Allocated Share-based Compensation Expense | 3.3 | 4.1 | 3.4 | 7.3 | 10.6 | 13.9 | 13 | 20.5 | ||
Performance Based Vesting Condition [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 10 years | |||||||||
Options, expiration period | 5 years | |||||||||
Performance Based Vesting Condition [Member] | Share Based Compensation Award Tranche One [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Share price | $7 | |||||||||
Performance Based Vesting Condition [Member] | Share Based Compensation Award Tranche Two [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Share price | $10 | |||||||||
Performance Based Vesting Condition [Member] | Share Based Compensation Award Tranche Three [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Share price | $15 | |||||||||
Employee Stock Option [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Unrecognized compensation cost, period for recognition | 3 years | |||||||||
Employee Stock Option [Member] | Ratably Vesting [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 4 years | |||||||||
Employee Stock Option [Member] | Vesting Period Three Years [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 3 years | |||||||||
Employee Stock Option [Member] | Vesting Period Four Years [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 4 years | |||||||||
Employee Stock Option [Member] | Vesting Period Five Years [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 5 years | |||||||||
Employee Stock Option [Member] | Maximum [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 3 years | 10 years | ||||||||
Employee Stock Option [Member] | Minimum [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 2 years | |||||||||
Restricted Stock [Member] | Employee [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 2 years | |||||||||
Restricted Stock [Member] | Non Employees [Member] | Ratably Vesting [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 4 years | |||||||||
Restricted Stock [Member] | Non Employees [Member] | Vesting Period Three Years [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 3 years | |||||||||
Restricted Stock [Member] | Non Employees [Member] | Vesting Period Four Years [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 4 years | |||||||||
Restricted Stock [Member] | Non Employees [Member] | Vesting Period Five Years [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options issued, vesting period | 5 years | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $9.04 | $3.53 | $11.37 | |||||||
Unrecognized compensation cost | $6.20 | |||||||||
Unrecognized compensation cost, period for recognition | 2 years |
StockBased_Compensation_Schedu
Stock-Based Compensation Schedule Of Share Based Compensation Stock Options Activity (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Aug. 20, 2012 | Sep. 30, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning of period | 5,374,806 | 4,517,063 | |
Granted | 1,709,102 | 1,907,483 | |
Exercised | -188,951 | ||
Forfeited | -777,912 | ||
Expired | -82,877 | ||
End of period | 1,709,102 | 5,374,806 | |
Options exercisable at end of period | 883,933 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding | $5.78 | $4.84 | |
Granted | $2.77 | $15.76 | $7.36 |
Exercised | $3.49 | ||
Forfeited | $3.66 | ||
Expired | $15.56 | ||
Outstanding | $15.76 | $5.78 | |
Exercisable | $10.14 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | |||
Outstanding | $6.10 | $41.70 | |
Options exercisable at end of period | $5.20 | ||
Options, Outstanding, Weighted Average Remaining Contractual Life (years) | 10 years | 8 years | |
Options, exercisable, Weighted Average Remaining Contractual Life (years) | 6 years |
Weighted_Average_Assumptions_D
Weighted Average Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-free interest rate | 0.80% | 0.80% | 1.70% |
Expected stock price volatility | 63.60% | 67.60% | 65.80% |
Expected term until exercise (years) | 4 years | 4 years | 4 years |
Expected dividends | 0.00% | 0.00% | 0.00% |
StockBased_Compensation_Schedu1
Stock-Based Compensation Schedule Of Share Based Compensation RSU Activity (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Beginning of year | 1,540,171 | 1,390,360 | |
Granted | 1,398,821 | 611,260 | |
Converted | -359,994 | ||
Forfeited | -7,107 | -101,455 | |
End of year | 1,391,714 | 1,540,171 | 1,390,360 |
Stock Based Compensation [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value, Amount Per Share | $26.90 | $20.10 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years | 2 years |
StockBased_Compensation_Stock_
Stock-Based Compensation Stock based compensation expense table (Detail) (USD $) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | 28-May-14 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $3.30 | $4.10 | $3.40 | $7.30 | $10.60 | $13.90 | $13 | $20.50 |
Cost of Goods, Total [Member] | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Allocated Share-based Compensation Expense | 1.1 | 1.3 | 2.6 | 3 | 4.4 | 4.8 | 4.2 | |
Selling and Marketing Expense [Member] | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Allocated Share-based Compensation Expense | 1.5 | 2.2 | 3 | 6 | 7.4 | 6.2 | 13.4 | |
Research and Development Expense [Member] | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $0.70 | $0.60 | $1.70 | $1.60 | $2.10 | $2 | $2.90 |
Recovered_Sheet2
Accumulated Other Comprehensive (Losses) Change in components of Accumulated Other Comprehensive Loss (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Dec. 31, 2010 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Beginning balance | ($110.20) | ($95.20) | ($95.20) | ||||||
Net current period other comprehensive (loss) income | -31 | 18.1 | -12.7 | -26.3 | -12.1 | -16.7 | -24.7 | ||
Ending balance | -115.3 | -115.3 | -110.2 | -95.2 | |||||
Accumulated Translation Adjustment [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Beginning balance | -57.2 | -70.3 | -76.3 | -28.1 | -28.1 | -10.6 | -13.2 | ||
Other comprehensive (loss) income before reclassifications | -30.9 | 11.6 | -11.8 | -30.6 | -48.2 | -17.5 | 2.6 | ||
Net current period other comprehensive (loss) income | -30.9 | 11.6 | -11.8 | -30.6 | -48.2 | -17.5 | 2.6 | ||
Ending balance | -88.1 | -58.7 | -88.1 | -58.7 | -76.3 | -28.1 | -10.6 | ||
Accumulated Net Unrealized Investment Gain (Loss) [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Beginning balance | 0.2 | 0.2 | 0.2 | 0.2 | |||||
Other comprehensive (loss) income before reclassifications | -0.2 | ||||||||
Net current period other comprehensive (loss) income | -0.2 | ||||||||
Ending balance | 0.2 | 0.2 | 0.2 | 0.2 | 0.2 | ||||
Accumulated Defined Benefit Plans Adjustment [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Beginning balance | -27.1 | -67.3 | -33.9 | -67.3 | -67.3 | -65.9 | -39.1 | ||
Other comprehensive (loss) income before reclassifications | 31.3 | -4.3 | -32.7 | ||||||
Amounts reclassified from accumulated other comprehensive loss | -0.1 | 1.9 | -0.4 | 1.9 | 2.1 | 2.9 | 5.9 | ||
Net current period other comprehensive (loss) income | -0.1 | 1.9 | -0.4 | 1.9 | 33.4 | -1.4 | -26.8 | ||
Other adjustment to accumulated other comprehensive income | 7.1 | ||||||||
Ending balance | -27.2 | -65.4 | -27.2 | -65.4 | -33.9 | -67.3 | -65.9 | ||
Accumulated Other Comprehensive Income (Loss) [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Beginning balance | -110.2 | -95.2 | -95.2 | -76.3 | -52.1 | ||||
Other comprehensive (loss) income before reclassifications | -17.1 | -21.8 | -30.1 | ||||||
Amounts reclassified from accumulated other comprehensive loss | 2.1 | 2.9 | 5.9 | ||||||
Net current period other comprehensive (loss) income | -12.2 | -15 | -18.9 | -24.2 | |||||
Ending balance | ($115.30) | ($123.90) | ($115.30) | ($123.90) | ($110.20) | ($95.20) | ($76.30) |
Net_Periodic_Post_Retirement_B
Net Periodic Post Retirement Benefit Cost (Income) (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $1 | $1.10 | $2.90 |
Interest cost | 6.7 | 7.8 | 9.4 |
Expected return on plan assets | -13.7 | -13.8 | -15.4 |
Net actuarial loss (gain) | 2.9 | 4.1 | 7.9 |
Settlement charges | 6.7 | ||
Net periodic benefit cost (income) | -3.1 | 5.9 | 4.8 |
Health Care and Other Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | 0.7 | 0.8 | 1.1 |
Amortization of prior service credit | -0.7 | -0.7 | -0.5 |
Net actuarial loss (gain) | -0.1 | -0.5 | -1.5 |
Net periodic benefit cost (income) | ($0.10) | ($0.40) | ($0.90) |
Actuarial_Assumptions_Used_to_
Actuarial Assumptions Used to to Determine Net Periodic Benefit Cost (Income) (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Pension Plans, Defined Benefit [Member] | |||
Weighted-average assumptions: | |||
Discount rate | 3.14% | 3.65% | 4.58% |
Expected return on plan assets | 8.38% | 8.34% | 8.36% |
Rate of compensation increase | 3.63% | ||
Health Care and Other Plans, Defined Benefit [Member] | |||
Weighted-average assumptions: | |||
Discount rate | 3.38% | 3.93% | 5.09% |
Rate of compensation increase | 3.75% | 3.75% | 3.75% |
Current medical cost trend rate | 8.00% | 8.00% | 8.00% |
Ultimate medical cost trend rate | 4.50% | 5.00% | 5.00% |
Year the rate reaches ultimate trend rate | 2022 | 2018 | 2017 |
Summary_of_Change_in_Benefit_O
Summary of Change in Benefit Obligation, Plan Assets and Funded Status of Plans (Detail) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2014 |
Change in plan assets: | ||||
Balance, end of year | $177.10 | $168.50 | ||
Amounts recognized in statement of financial position: | ||||
Pension and post-employment liabilities, noncurrent | -49.2 | -71.2 | -44.1 | |
Pension Plans, Defined Benefit [Member] | ||||
Change in benefit obligation: | ||||
Benefit obligation at beginning of year | 223.5 | 227.2 | ||
Service cost | 1 | 1.1 | 2.9 | |
Interest cost | 6.7 | 7.8 | 9.4 | |
Actuarial (gain) loss | -16.2 | 17.8 | ||
Gross benefits paid | -15 | -8.7 | ||
Settlements | -21 | |||
Currency exchange gain | -3 | -0.7 | ||
Benefit obligation at end of year | 197 | 223.5 | 227.2 | |
Change in plan assets: | ||||
Balance, beginning of year | 171.8 | 176 | ||
Actual gain on plan assets | 23.7 | 22.3 | ||
Employer contributions | 0.8 | 0.6 | ||
Settlements | -18.5 | |||
Gross benefits paid | -15 | -8.7 | ||
Currency exchange gain (loss) | -0.1 | 0.1 | ||
Balance, end of year | 181.2 | 171.8 | 176 | |
Net amount recognized | -15.8 | -51.7 | ||
Amounts recognized in statement of financial position: | ||||
Other assets, noncurrent | 18.4 | |||
Accrued liabilities, current | -0.8 | -0.6 | ||
Pension and post-employment liabilities, noncurrent | -33.4 | -51.1 | ||
Net amount recognized | -15.8 | -51.7 | ||
Health Care and Other Plans, Defined Benefit [Member] | ||||
Change in benefit obligation: | ||||
Benefit obligation at beginning of year | 21.5 | 20.1 | ||
Interest cost | 0.7 | 0.8 | 1.1 | |
Plan participants' contributions | 0.4 | 0.5 | ||
Actuarial (gain) loss | -4.2 | 2.3 | ||
Gross benefits paid | -1.3 | -2.2 | ||
Benefit obligation at end of year | 17.1 | 21.5 | 20.1 | |
Change in plan assets: | ||||
Employer contributions | 0.9 | 1.7 | ||
Plan participants' contributions | 0.4 | 0.5 | ||
Gross benefits paid | -1.3 | -2.2 | ||
Net amount recognized | -17.1 | -21.5 | ||
Amounts recognized in statement of financial position: | ||||
Accrued liabilities, current | -1.3 | -1.4 | ||
Pension and post-employment liabilities, noncurrent | -15.8 | -20.1 | ||
Net amount recognized | ($17.10) | ($21.50) |
Amounts_Recognized_in_Accumula
Amounts Recognized in Accumulated Other Comprehensive (Loss) Income (Before Tax) (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Pension Plans, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss (gain) | $57.10 | $86.80 |
Net amount recognized | 57.1 | 86.8 |
Health Care and Other Plans, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss (gain) | -4.4 | -0.3 |
Prior service credit | -11.4 | -12.1 |
Net amount recognized | ($15.80) | ($12.40) |
Amortized_from_Accumulated_Oth
Amortized from Accumulated Other Comprehensive Loss Into Net Periodic Benefit Cost (Income) (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Pension Plans, Defined Benefit [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Actuarial loss | $1.90 |
Total | 1.9 |
Health Care and Other Plans, Defined Benefit [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Actuarial loss | -1.1 |
Prior service credit | -0.7 |
Total | ($1.80) |
Actuarial_Assumptions_Used_to_1
Actuarial Assumptions Used to Determine Benefit Obligations of Pension and Other Post-Employment Plans (Detail) | Dec. 31, 2013 | Dec. 31, 2012 |
Pension Plans, Defined Benefit [Member] | ||
Weighted-average assumptions: | ||
Discount rate | 3.80% | 3.14% |
Health Care and Other Plans, Defined Benefit [Member] | ||
Weighted-average assumptions: | ||
Discount rate | 4.28% | 3.37% |
Rate of compensation increase | 3.75% | 3.75% |
WeightedAverage_Allocation_of_
Weighted-Average Allocation of Pension Benefit Plan Assets (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Pension benefit plan asset, target allocations | 100.00% | |
Pension benefit plan asset, actual allocations | 100.00% | 100.00% |
Cash [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension benefit plan asset, actual allocations | 2.00% | 2.00% |
Group Annuity Contract [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension benefit plan asset, actual allocations | 28.00% | 31.00% |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension benefit plan asset, target allocations | 60.00% | |
Pension benefit plan asset, actual allocations | 59.00% | 54.00% |
Fixed Income Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Pension benefit plan asset, target allocations | 40.00% | |
Pension benefit plan asset, actual allocations | 11.00% | 13.00% |
EmployeeRelated_Liabilities_Na
Employee-Related Liabilities (Narrative) (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $177.10 | $168.50 | |
Actual rate of return on plan assets | 14.60% | 12.80% | |
Defined contribution plan cost | 4 | 4 | 4.5 |
Other employee related liabilities | 22.2 | 21.6 | |
Cash [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 4.1 | 3.3 | |
United States Pension Plan of US Entity, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 177.9 | ||
Expected rate of return on plan assets | 8.50% | 8.50% | |
Funded status of benefit plan | 18.4 | -19.5 | |
Accumulated benefit obligation, pension plan | 159.5 | ||
Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 181.2 | 171.8 | 176 |
Expected rate of return on plan assets | 8.38% | 8.34% | 8.36% |
Contribution to benefit plan | 0.8 | 0.6 | |
Expected contribution to benefit plans, next fiscal year | 1.1 | ||
Other Postretirement Benefit Plan, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Contribution to benefit plan | 0.9 | 1.7 | |
Expected contribution to benefit plans, next fiscal year | $1.30 |
Fair_Value_Hierarchy_Investmen
Fair Value Hierarchy Investments Held by Pension Plans (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | $177.10 | $168.50 |
Equity Funds [Member] | Large Cap Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 46.9 | 38.5 |
Equity Funds [Member] | Mid Cap Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 13.7 | 11.1 |
Equity Funds [Member] | Small Cap Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 13.8 | 11 |
Equity Funds [Member] | International Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 22.8 | 22 |
Equity Funds [Member] | Emerging Markets Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 9.3 | 10.3 |
Fixed Income Funds [Member] | Investment Grade Bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 6.9 | 8.3 |
Fixed Income Funds [Member] | Corporate Bond Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 13.3 | 13.6 |
Fixed Income Funds [Member] | Group Annuity Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 50.4 | 53.7 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 126.7 | 114.8 |
Fair Value, Inputs, Level 1 [Member] | Equity Funds [Member] | Large Cap Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 46.9 | 38.5 |
Fair Value, Inputs, Level 1 [Member] | Equity Funds [Member] | Mid Cap Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 13.7 | 11.1 |
Fair Value, Inputs, Level 1 [Member] | Equity Funds [Member] | Small Cap Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 13.8 | 11 |
Fair Value, Inputs, Level 1 [Member] | Equity Funds [Member] | International Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 22.8 | 22 |
Fair Value, Inputs, Level 1 [Member] | Equity Funds [Member] | Emerging Markets Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 9.3 | 10.3 |
Fair Value, Inputs, Level 1 [Member] | Fixed Income Funds [Member] | Investment Grade Bonds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 6.9 | 8.3 |
Fair Value, Inputs, Level 1 [Member] | Fixed Income Funds [Member] | Corporate Bond Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 13.3 | 13.6 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | 50.4 | 53.7 |
Fair Value, Inputs, Level 3 [Member] | Fixed Income Funds [Member] | Group Annuity Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate bond funds | $50.40 | $53.70 |
Summary_of_Changes_in_Fair_Val
Summary of Changes in Fair Value of Plan Assets (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plan Disclosure [Line Items] | ||
Balance, end of year | $177.10 | $168.50 |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Balance, beginning of year | 53.7 | |
Purchases | 0.2 | 54.9 |
Sales | -4.6 | -1.7 |
Interest credit during the year | 1.1 | 0.5 |
Balance, end of year | $50.40 | $53.70 |
Projected_Benefit_Obligation_A
Projected Benefit Obligation, Accumulated Benefit Obligation and Fair Value of Plan Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Compensation and Retirement Disclosure [Abstract] | ||
Projected benefit obligation, end of year | $37.60 | $223.50 |
Accumulated benefit obligation, end of year | 25.4 | 212.5 |
Fair value of plan assets, end of year | $3.30 | $171.80 |
Future_Benefits_Payable_for_Pe
Future Benefits Payable for Pension and Other Post-Retirement Plans (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Pension Plans, Defined Benefit [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2014 | $17.40 |
2015 | 15 |
2016 | 14.3 |
2017 | 12.9 |
2018 | 12.3 |
2019-2023 | 58.2 |
Health Care and Other Plans, Defined Benefit [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2014 | 1.3 |
2015 | 1.3 |
2016 | 1.3 |
2017 | 1.2 |
2018 | 1.2 |
2019-2023 | $5.90 |
Derivitives_and_Hedging_Instru
Derivitives and Hedging Instruments (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Foreign Exchange Forward [Member] | |||||||
Derivative, Notional Amount | $122.80 | $122.80 | $222.50 | $169.30 | |||
Other Expense [Member] | Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||||||
Derivative, Gain (Loss) on Derivative, Net | 4.3 | -3.8 | -0.2 | 6.6 | 14.3 | 5.2 | 0.2 |
Prepaid and Other Current Assets [Member] | Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||||||
Derivative, Fair Value, Net | 0.1 | 0.1 | 0.3 | ||||
Accrued Liabilities [Member] | Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||||||
Derivative, Fair Value, Net | ($1.30) | ($1.30) | ($3.10) | ($6.40) |
Recovered_Sheet3
Commitments and Contingencies (Narrative) (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | ||||
In Millions, unless otherwise specified | Mar. 02, 2011 | Jan. 12, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2011 | Nov. 30, 2013 |
Loss Contingencies [Line Items] | |||||||
Rental expense | $7.20 | $4.60 | $2.10 | ||||
Future commitments under operating leases | 24.7 | ||||||
Restructuring Reserve | 10.5 | 69.5 | |||||
Maximum amount that may be paid to Soitec in any future year | 0.4 | ||||||
Damages awarded | 19 | 0.2 | |||||
Scenario, Previously Reported [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Damages awarded | 5.1 | ||||||
Parent Company [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Litigation settlement expenses | 4.7 | ||||||
Non Cancellable Operating Lease [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Future commitments under operating leases | $23.60 |
Operating_Lease_Obligations_De
Operating Lease Obligations (Detail) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
Total | $24.70 |
2014 | 7.1 |
2015 | 6.8 |
2016 | 5.7 |
2017 | 2 |
2018 | 1.9 |
Thereafter | $1.20 |
Net_Loss_Income_before_Income_
Net (Loss) Income before Income Tax Expense (Benefit) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | |||||||
U.S. | ($126.50) | ($117.10) | ($113.10) | ||||
Foreign | 115.2 | 243.4 | -405.1 | ||||
(Loss) income before income tax expense (benefit) | ($68.80) | $22.20 | ($82.50) | $19.30 | ($11.30) | $126.30 | ($518.20) |
Income_Tax_Expense_Benefit_Det
Income Tax Expense (Benefit) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | |||||||
U.S. Federal, current | $1.60 | ($1.90) | $2.90 | ||||
U.S. State, current | 1.3 | ||||||
Foreign, current | 17.8 | 22.1 | 12.4 | ||||
Total, current | 20.7 | 20.2 | 15.3 | ||||
U.S. Federal, deferred | 15.2 | ||||||
U.S. State, deferred | -0.1 | ||||||
Foreign, deferred | 8.2 | -16.6 | 22.1 | ||||
Total, deferred | 23.3 | -16.6 | 22.1 | ||||
U.S. Federal | 16.8 | -1.9 | 2.9 | ||||
U.S. State | 1.2 | ||||||
Foreign | 26 | 5.5 | 34.5 | ||||
Total | $10.40 | $12.90 | ($2.30) | $31.40 | $44 | $3.60 | $37.40 |
Income_Taxes_Narrative_Detail
Income Taxes (Narrative) (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ||||
Income tax rate | -17.00% | 35.00% | -35.00% | |
Tax rate | 389.40% | 2.90% | 7.20% | |
Qualifying period based on income description | Certain of our subsidiaries have been granted a concessionary tax rate of 0.0% on all qualifying income for a period of up to five to ten years based on investments in certain plant and equipment and other development and expansion activities | |||
Tax benefit from qualifying income on investments | $2.20 | $4.60 | $6.60 | |
Expiration period of tax incentive agreement description | The Company is in compliance with the qualifying conditions of the tax incentives. The last of these incentives will expire between 2017 and 2022. | |||
Unrecognized tax benefits, net of U.S. federal, state and local deductions, | 1.5 | 1.6 | 1.8 | 6.1 |
Decrease in unrecognized tax benefit | -0.2 | |||
Accrued interest and penalties | 0.2 | 0.2 | ||
Deferred Tax Assets, Net | 45.4 | 21.5 | 32.6 | |
Increase decrease in deferred tax assets | -11.1 | |||
Valuation allowance | 224.8 | 240.9 | ||
Valuation Allowances and Reserves, Adjustments | 47.4 | |||
Valuation Allowance, Deferred Tax Asset, Change in Amount | 17.8 | |||
CashCashEquivalentsStInvestmentsSubjectToRepatriationTaxEffect | $71.70 | |||
Investments in certain plant and equipment and other development and expansion activities [Member] | ||||
Income Tax Disclosure [Abstract] | ||||
Tax rate | 0.00% | |||
Singapore [Member] | ||||
Income Tax Disclosure [Abstract] | ||||
Income tax rate | 17.00% |
Reconciliation_of_Differences_
Reconciliation of Differences Between Federal Statutory and Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | |||
Income tax at statutory rate | -17.00% | 35.00% | -35.00% |
Effect of international operations | 377.40% | -18.40% | 5.50% |
Foreign incentives | -19.50% | -3.50% | -1.30% |
Foreign repatriation | 2.60% | ||
Tax authority positions, net | -3.10% | ||
Valuation allowance | 48.20% | -6.70% | 35.90% |
Other, net | 0.30% | -0.40% | -0.50% |
Effective tax expense rate | 389.40% | 2.90% | 7.20% |
Reconciliation_of_Differences_1
Reconciliation of Differences Between Federal Statutory and Effective Income Tax Rate (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | |||
Adjustment for taxes on international operations based on the difference between the statutory tax rate | -17.00% | 35.00% | -35.00% |
Reconciliation_of_Unrecognized
Reconciliation of Unrecognized Tax Benefit (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ||
Beginning of year | $1.60 | $5.20 |
Additions based on tax positions related to the current year | 0 | 0 |
Reductions for tax positions of prior years | -0.2 | -3.6 |
End of year | $1.40 | $1.60 |
Schedule_of_Deferred_Tax_Asset
Schedule of Deferred Tax Assets and Liabilities (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Deferred tax assets: | |||
Inventories | $5.70 | $6.70 | |
Restructuring liabilities | 10.3 | 26.1 | |
Expense accruals | 18.8 | 16.5 | |
Property, plant and equipment | 104.2 | 92.2 | |
Pension, medical and other employee benefits | 15.3 | 23.8 | |
Net operating loss carryforwards | 19.7 | 63.4 | |
Foreign tax credits | 73.6 | 25.6 | |
Other | 12.8 | 23.2 | |
Total deferred tax assets | 260.4 | 277.5 | |
Valuation allowance | -224.8 | -240.9 | |
Net deferred tax assets | 35.6 | 36.6 | |
Deferred tax liabilities: | |||
Pension | -6.6 | ||
Other | -7.5 | -4 | |
Total deferred tax liabilities | -14.1 | -4 | |
Net deferred tax assets | $45.40 | $21.50 | $32.60 |
Deferred_Tax_Assets_and_Liabil
Deferred Tax Assets and Liabilities, Netted by Taxing Location (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Income Tax Disclosure [Abstract] | |||
Current deferred tax assets, net (recorded in deferred tax asset and accrued liabilities) | $5.90 | $12.40 | |
Non-current deferred tax assets, net (recorded in other assets and other liabilities) | 15.6 | 20.2 | |
Net deferred tax assets | $45.40 | $21.50 | $32.60 |
Related_Party_Transactions_Det
Related Party Transactions (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2014 |
Related Party Transactions [Abstract] | |||||||||
Net sales to affiliates | $0.80 | $0.40 | $1.40 | $5.50 | $9.10 | $6.80 | $147 | ||
Due from Affiliate, Current | 8.1 | 8.1 | 14.1 | 89.1 | 26.3 | ||||
Due to Affiliate, Current | 10.9 | 10.9 | 106.8 | 102 | |||||
Due from Affiliate, Noncurrent | 18.7 | 158.5 | 3.8 | ||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | 2.00% | 2.00% | |||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | 3.00% | 3.00% | |||||||
Notes receivable settled with affiliate | 15 | 82 | |||||||
Due to Affiliate, Noncurrent | 0 | 129.4 | |||||||
Accounts payable settled with affiliate | 62.4 | ||||||||
Non cash settlements with affiliate | $12 |
Geographic_Segments_Additional
Geographic Segments - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | 1 | ||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Non-affiliates and affiliates attributable to polysilicon [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration percentage | 0.40% | 0.20% | 12.40% |
Net_Sales_to_Non_Affiliates_De
Net Sales to Non - Affiliates (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | |||||||
Net sales | $212.40 | $232.20 | $632.80 | $703.50 | $911.50 | $927.40 | $1,051.30 |
United States [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net sales | 130.3 | 147.7 | 177.9 | ||||
Foreign [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Net sales | $781.20 | $779.70 | $873.40 |
Foreign_Sales_to_NonAffiliates
Foreign Sales to Non-Affiliates (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue from External Customer [Line Items] | |||||||
Net sales | $212.40 | $232.20 | $632.80 | $703.50 | $911.50 | $927.40 | $1,051.30 |
Foreign [Member] | |||||||
Revenue from External Customer [Line Items] | |||||||
Net sales | 781.2 | 779.7 | 873.4 | ||||
Foreign [Member] | Taiwan [Member] | |||||||
Revenue from External Customer [Line Items] | |||||||
Net sales | 219.2 | 219.4 | 264.1 | ||||
Foreign [Member] | Korea [Member] | |||||||
Revenue from External Customer [Line Items] | |||||||
Net sales | 217.6 | 197.3 | 208.8 | ||||
Foreign [Member] | Singapore [Member] | |||||||
Revenue from External Customer [Line Items] | |||||||
Net sales | 63.1 | 56.7 | 72.4 | ||||
Foreign [Member] | Germany [Member] | |||||||
Revenue from External Customer [Line Items] | |||||||
Net sales | 62.4 | 48.6 | 41.1 | ||||
Foreign [Member] | China [Member] | |||||||
Revenue from External Customer [Line Items] | |||||||
Net sales | 40.1 | 46.5 | 45.9 | ||||
Foreign [Member] | France [Member] | |||||||
Revenue from External Customer [Line Items] | |||||||
Net sales | 38.2 | 33 | 38.2 | ||||
Foreign [Member] | Italy [Member] | |||||||
Revenue from External Customer [Line Items] | |||||||
Net sales | 36.7 | 42.8 | 50.5 | ||||
Foreign [Member] | Japan [Member] | |||||||
Revenue from External Customer [Line Items] | |||||||
Net sales | 25.6 | 55.7 | 64 | ||||
Foreign [Member] | Malaysia [Member] | |||||||
Revenue from External Customer [Line Items] | |||||||
Net sales | 14.6 | 15.7 | 21.4 | ||||
Foreign [Member] | Other Foreign Countries [Member] | |||||||
Revenue from External Customer [Line Items] | |||||||
Net sales | $63.70 | $64 | $67 |
Property_Plant_and_Equipment_N1
Property, Plant and Equipment, Net of Accumulated Depreciation (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant and equipment, net | $621.10 | $724.90 | $789.90 |
Taiwan [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant and equipment, net | 208.9 | 234.5 | |
Italy [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant and equipment, net | 140.9 | 162.2 | |
Korea [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant and equipment, net | 125.8 | 128.3 | |
Malaysia [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant and equipment, net | 98.6 | 135.6 | |
Japan [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant and equipment, net | 87.3 | 115.4 | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant and equipment, net | 63.3 | 13.8 | |
Other Foreign Countries [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property, plant and equipment, net | $0.10 | $0.10 |
Sales_to_Non_Affiliate_Specifi
Sales to Non - Affiliate Specific customers (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Concentration Risk [Line Items] | |||||||
Net sales | $212.40 | $232.20 | $632.80 | $703.50 | $911.50 | $927.40 | $1,051.30 |
Customera [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Net sales | 191.2 | 183.1 | 182.6 | ||||
Customer B [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Net sales | 144.4 | 119.2 | 124.9 | ||||
Customer C [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Net sales | $100.80 | $102.10 | $115 | ||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Customera [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Percentage of credit risk | 21.00% | 19.70% | 17.40% | ||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Customer B [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Percentage of credit risk | 15.80% | 12.90% | 11.90% | ||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Customer C [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Percentage of credit risk | 11.10% | 11.00% | 10.90% |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event [Member], KRW) | 3 Months Ended |
In Billions, unless otherwise specified | Mar. 20, 2014 |
MEMC Korea Company [Member] | |
Subsequent Event [Line Items] | |
Ownership interest following completion of offering | 100.00% |
SMP [Member] | |
Subsequent Event [Line Items] | |
Ownership interest acquired percent | 35.00% |
Ownership interest purchase price | 140 |
Recovered_Sheet4
Equity Financing Transactions (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Sep. 30, 2014 | 28-May-14 |
Shares issued [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 41,506,175 | ||
Proceeds from Issuance Initial Public Offering | $186.30 | ||
Shares Issued, Price Per Share | $13 | ||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 20.00% | ||
Net proceeds from issuance of private placements | 87.3 | ||
Payments for Fees | 6.3 | ||
Proceeds from Issuance of Debt | 210 | 210 | |
Repayments of Related Party Debt | 215.2 | ||
Samsung Fine Chemicals Co., Ltd. [Member] | |||
Shares issued [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 7,200,000 | ||
Proceeds from Issuance of Private Placement | 93.6 | ||
Samsung Electronics Co., Ltd. [Member] | |||
Shares issued [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 2,425,578 | ||
Proceeds from Issuance of Private Placement | 31.5 | ||
Over-allotment [Member] | |||
Shares issued [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 1,080,000 | ||
Proceeds from Issuance Initial Public Offering | 13.1 | ||
Payments of Stock Issuance Costs | 0.9 | ||
Initial public offering [Member] | |||
Shares issued [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 7,200,000 | ||
Proceeds from Issuance Initial Public Offering | 85.9 | ||
Payments of Stock Issuance Costs | $7.70 |
Equity_Financing_Transactions_1
Equity Financing Transactions Table of ownership percentages (Detail) | 3 Months Ended |
Jun. 30, 2014 | |
Shares issued [Line Items] | |
Stock Issued During Period, Shares, New Issues | 41,506,175 |
Ownership percentage | 100.00% |
SunEdison, Inc. [Member] | |
Shares issued [Line Items] | |
Stock Issued During Period, Shares, New Issues | 23,560,251 |
Ownership percentage | 56.80% |
Public [Domain] | |
Shares issued [Line Items] | |
Stock Issued During Period, Shares, New Issues | 8,280,000 |
Ownership percentage | 20.00% |
Samsung Fine Chemicals Co., Ltd. [Member] | |
Shares issued [Line Items] | |
Stock Issued During Period, Shares, New Issues | 7,200,000 |
Ownership percentage | 17.30% |
Samsung Electronics Co., Ltd. [Member] | |
Shares issued [Line Items] | |
Stock Issued During Period, Shares, New Issues | 2,425,578 |
Ownership percentage | 5.80% |
Other owners [Member] | |
Shares issued [Line Items] | |
Stock Issued During Period, Shares, New Issues | 40,346 |
Ownership percentage | 0.10% |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
earnings per share [Line Items] | |||||||
Net (loss) income attributable to SunEdison Semiconductor Limited shareholders | ($79.40) | $9.30 | ($79.70) | ($14.40) | ($57.70) | $121.30 | ($557.90) |
Weighted Average Number of Shares Outstanding, Basic | 41.5 | 41.5 | 41.5 | 41.5 | |||
(Loss) earnings per share, Basic | ($1.91) | $0.22 | ($1.92) | ($0.35) | |||
Weighted Average Number of Shares Outstanding, Diluted | 41.5 | 41.5 | 41.5 | 41.5 | |||
(Loss) earnings per share, Diluted | ($1.91) | $0.22 | ($1.92) | ($0.35) | |||
Restricted Stock [Member] | |||||||
earnings per share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1.4 | ||||||
Employee Stock Option [Member] | |||||||
earnings per share [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1.7 |
Recovered_Sheet5
Accumulated Other Comprehensive (Losses) Reclassifications from Accumulated Other Comprehensive Loss (Detail) (Accumulated Defined Benefit Plans Adjustment [Member], USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accumulated Defined Benefit Plans Adjustment [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | $0.10 | ($1.90) | $0.40 | ($1.90) | ($2.10) | ($2.90) | ($5.90) |
Equity_Method_Investment_Detai
Equity Method Investment (Detail) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
USD ($) | KRW | |
Equity Method Investment [Abstract] | ||
Equity Method Investment, Ownership Percentage | 35.00% | 35.00% |
Payments to Acquire Equity Method Investments | $140.70 | 143,900 |