DEI_Document
DEI Document | 3 Months Ended | |
Mar. 31, 2015 | 4-May-15 | |
Document Information [Abstract] | ||
Entity Registrant Name | SunEdison Semiconductor Ltd | |
Entity Central Index Key | 1585854 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Trading Symbol | SEMI | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 41,559,899 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statement of Operations (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Net sales to non-affiliates | $199 | $205.80 |
Net sales to affiliates | 0.4 | 0.3 |
Cost of goods sold | 182.2 | 197.8 |
Gross profit | 17.2 | 8.3 |
Operating expenses (income): | ||
Marketing and administration | 20.5 | 21.8 |
Research and development | 8.1 | 8 |
Restructuring charges (reversals) | 1.2 | -4.6 |
Long-lived asset impairment charges | 0.1 | |
Operating loss | -12.7 | -16.9 |
Non-operating expenses (income): | ||
Interest expense | 3.5 | 0.2 |
Interest income | -0.1 | -0.1 |
Interest, net - affiliates | -0.1 | |
Other, net | -10.4 | -5.3 |
Total non-operating income | -7 | -5.3 |
Loss before income tax expense | -5.7 | -11.6 |
Income tax expense | 3.3 | 3.6 |
Loss before equity in loss of equity method investments | -9 | -15.2 |
Equity in loss of equity method investments, net of tax | -0.3 | |
Net loss | -9.3 | -15.2 |
Net loss attributable to noncontrolling interests | 0.6 | |
Net loss attributable to SunEdison Semiconductor Limited shareholders | ($9.30) | ($14.60) |
Basic loss per share (see Note 7) | ($0.22) | ($0.35) |
Diluted loss per share (see Note 7) | ($0.22) | ($0.35) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Comprehensive Income Statement (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($9.30) | ($15.20) |
Net translation adjustment | -21.9 | 9.3 |
Amortization of net actuarial loss (gain) and prior service cost (credit) | 0.1 | -0.1 |
Other comprehensive (loss) income, net of tax | -21.8 | 9.2 |
Total comprehensive loss | -31.1 | -6 |
Net loss attributable to noncontrolling interests | 0.6 | |
Net translation adjustment attributable to noncontrolling interests | 0.3 | |
Comprehensive loss attributable to SunEdison Semiconductor Limited shareholders | ($31.10) | ($5.10) |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheet (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $90.60 | $88.20 |
Accounts receivable, less allowance for doubtful accounts of $2.6 and $3.1, respectively | 100.2 | 98.6 |
Accounts receivable, affiliate | 9.4 | 4.3 |
Inventories | 112.9 | 122.1 |
Deferred tax asset | 27.3 | 27.3 |
Prepaid and other current assets | 28.3 | 28.3 |
Total current assets | 368.7 | 368.8 |
Property, plant, and equipment, net of accumulated depreciation of $799.7 and $788.3, respectively | 585.3 | 598.8 |
Investments | 129.4 | 130.3 |
Other assets | 78.3 | 86.3 |
Total assets | 1,161.70 | 1,184.20 |
Current liabilities: | ||
Current portion of long-term debt | 2.1 | 2.1 |
Short-term borrowings | 7.6 | |
Accounts payable | 94.7 | 94.6 |
Accounts payable, affiliate | 22.9 | 9.4 |
Accrued liabilities | 48.6 | 57.6 |
Accrued wages and salaries | 27.1 | 23.6 |
Restructuring liabilities | 12.5 | 14 |
Total current liabilities | 215.5 | 201.3 |
Long-term debt, less current portion | 204.6 | 205 |
Pension and post-employment liabilities | 54.5 | 54.7 |
Restructuring liabilities | 3.5 | 3.9 |
Other liabilities | 19.6 | 27.8 |
Total liabilities | 497.7 | 492.7 |
Shareholders' equity: | ||
Ordinary shares, no par value, 41.5 issued and outstanding in 2015 and 2014, respectively | 946.7 | 943.1 |
Accumulated deficit | -88 | -78.7 |
Accumulated other comprehensive loss | -195.9 | -174.1 |
Total SunEdison Semiconductor Limited shareholders' equity | 662.8 | 690.3 |
Noncontrolling interests | ||
Noncontrolling interests | 1.2 | 1.2 |
Total shareholders' equity | 664 | 691.5 |
Total liabilities and shareholders' equity | $1,161.70 | $1,184.20 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheet Parenthetical (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, except Per Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $2.60 | $3.10 |
Accumulated depreciation | $799.70 | $788.30 |
Ordinary shares | 41.5 | 41.5 |
Par value | $0 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Cash Flow (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net loss | ($9.30) | ($15.20) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 29.7 | 28.3 |
Long lived asset impairment charges | 0.1 | |
Stock-based compensation | 3.6 | 2.3 |
Provision (benefit) for deferred taxes | 3.5 | -2.2 |
Other | -0.2 | -0.4 |
Changes in assets and liabilities: | ||
Accounts receivable | -3.9 | -0.5 |
Inventories | 5.7 | 4.9 |
Amounts due from affiliates | -11.1 | -5 |
Amounts due to affiliates | 11.9 | 16.1 |
Prepaid and other current assets | -0.4 | 3.6 |
Accounts payable and accrued liabilities | 7.8 | 18.7 |
Income taxes payable | 3.1 | 5.4 |
Pension and post-employment liabilities | -0.1 | -1.5 |
Restructuring liabilities | -0.6 | -5 |
Other | -5.2 | -5.2 |
Net cash provided by operating activities | 34.6 | 44.3 |
Cash flows from investing activities: | ||
Capital expenditures | -28.8 | -19.6 |
Notes receivable from affiliates | 3 | |
Disbursements made for notes receivable | -9.1 | |
Net cash used in investing activities | -37.9 | -16.6 |
Cash flows from financing activities: | ||
Principal payments on long-term debt | -0.5 | |
Proceeds from short-term debt borrowings | 7.6 | |
Net parent investment | -30.7 | |
Other | 0.1 | |
Net cash provided by (used in) financing activities | 7.2 | -30.7 |
Effect of exchange rate changes on cash and cash equivalents | -1.5 | -0.1 |
Net increase (decrease) in cash and cash equivalents | 2.4 | -3.1 |
Cash and cash equivalents at beginning of period | 88.2 | 40.8 |
Cash and cash equivalents at end of period | 90.6 | 37.7 |
Supplemental disclosures of cash flow information: | ||
Interest paid, net of amount capitalized | 2.7 | |
Income taxes paid, net | 3.9 | 2.1 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accounts payable relieved for acquisition of fixed assets | $5 | $3.50 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statement of Equity Statement (USD $) | Total | Ordinary Shares Outstanding [Member] | Ordinary Shares | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total SunEdison Semiconductor Limited Equity | Noncontrolling Interests |
In Millions, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |
Stockholders' Equity Attributable to Noncontrolling Interest at Dec. 31, 2014 | $1.20 | $1.20 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2014 | 691.5 | ||||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2014 | 690.3 | 943.1 | -78.7 | -174.1 | 690.3 | ||
Shares, Outstanding at Dec. 31, 2014 | 41.5 | 41.5 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net Income (Loss) Attributable to Parent | -9.3 | -9.3 | -9.3 | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 9.3 | ||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Employee Stock Purchase Program, Requisite Service Period Recognition | 3.6 | 3.6 | 3.6 | ||||
Other Comprehensive Income (Loss), Net of Tax | -21.8 | -21.8 | -21.8 | ||||
Stockholders' Equity Attributable to Noncontrolling Interest at Mar. 31, 2015 | 1.2 | 1.2 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Mar. 31, 2015 | 664 | ||||||
Stockholders' Equity Attributable to Parent at Mar. 31, 2015 | $662.80 | $946.70 | ($88) | ($195.90) | $662.80 | ||
Shares, Outstanding at Mar. 31, 2015 | 41.5 | 41.5 |
Nature_of_Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2015 | |
Nature of Operations [Abstract] | |
Nature of Operations [Text Block] | BASIS OF PRESENTATION |
The accompanying unaudited condensed consolidated financial statements of SunEdison Semiconductor Limited and subsidiaries (“SunEdison Semiconductor”, "SSL", the "Company”, “we”, “us”, and “our”) have been prepared in accordance with generally accepted accounting principles in the United States ("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. Results of operations for the three months ended March 31, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015. These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014, which contains SunEdison Semiconductor's audited financial statements for such year. | |
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, restructuring, warranties, employee benefits, derivatives, stock-based compensation, income taxes, and asset recoverability, including allowances, and certain other items. 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 these 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 | |
The FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, on May 28, 2014, 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 have not determined which transition method we will adopt, but do not anticipate a material impact to our consolidated financial statements and related disclosures upon adoption of ASU 2014-09. | |
The FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), on April 7, 2015, which requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The new standard is effective for us on January 1, 2016. Early application is permitted. We have evaluated the impact of this standard and do not anticipate a material impact on our consolidated financial statements and related disclosures upon adoption. |
Restructuring_and_Related_Acti
Restructuring and Related Activities | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||
Restructuring and Related Activities Disclosure [Text Block] | RESTRUCTURING CHARGES | ||||||||||||||||||||||||||||
2014 Consolidation of Crystal and Other Activities | |||||||||||||||||||||||||||||
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. Net restructuring reversals of $0.2 million and charges of $4.0 million were recorded for the three months ended March 31, 2015 and 2014, respectively, and are included within restructuring charges (reversals) in the condensed consolidated statements of operations. | |||||||||||||||||||||||||||||
On December 18, 2014, we initiated the termination of certain employees as part of a workforce restructuring plan. The plan is designed to realign our workforce, improve profitability, and support new growth market opportunities. The plan is expected to result in a total reduction of approximately 120 positions, with a majority of the affected employees outside of the United States. It is expected to be completed by the second half of 2015. We recorded restructuring charges of $1.4 million for the three months ended March 31, 2015 in connection with this workforce restructuring. | |||||||||||||||||||||||||||||
2011 Global Plan | |||||||||||||||||||||||||||||
The semiconductor industry experienced a downturn during the second half of 2011. In response, we committed to a series of actions in December 2011 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. | |||||||||||||||||||||||||||||
Details of the 2015 expenses, cash payments, and expected costs incurred related to the 2011 Global Plan are set out in the following table: | |||||||||||||||||||||||||||||
As of March 31, 2015 | |||||||||||||||||||||||||||||
In millions | Accrued | Year-to-date Restructuring Reversals | Cash Payments | Currency | Accrued | Cumulative Costs Incurred | Total Costs Expected to be Incurred | ||||||||||||||||||||||
31-Dec-14 | 31-Mar-15 | ||||||||||||||||||||||||||||
2011 Global Plan | |||||||||||||||||||||||||||||
Severance and employee benefits | $ | 0.7 | $ | — | $ | — | $ | (0.1 | ) | $ | 0.6 | $ | 22.3 | $ | 22.3 | ||||||||||||||
Other | 11.5 | — | (0.7 | ) | (1.2 | ) | 9.6 | 37.6 | 37.6 | ||||||||||||||||||||
Total | $ | 12.2 | $ | — | $ | (0.7 | ) | $ | (1.3 | ) | $ | 10.2 | $ | 59.9 | $ | 59.9 | |||||||||||||
We recorded net restructuring reversals for the three months ended March 31, 2014 due to a $7.2 million favorable settlement of a polysilicon supply agreement executed in 2013 with a subsidiary of SunEdison, Inc. and $1.4 million of other net favorable revisions to our estimated restructuring liabilities based on actual results differing from our previous estimates. We made approximately $9.0 million in cash payments related to the 2011 Global Plan for the three months ended March 31, 2014. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory [Abstract] | ||||||||
Inventory Disclosure [Text Block] | INVENTORIES | |||||||
Inventories consist of the following: | ||||||||
As of March 31, 2015 | As of December 31, 2014 | |||||||
In millions | ||||||||
Raw materials and supplies | $ | 28.2 | $ | 29.9 | ||||
Goods in process | 48.4 | 49.7 | ||||||
Finished goods | 36.3 | 42.5 | ||||||
Total inventories | $ | 112.9 | $ | 122.1 | ||||
Equity_Method_Investment_Notes
Equity Method Investment (Notes) | 3 Months Ended |
Mar. 31, 2015 | |
Equity Method Investment [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | EQUITY METHOD INVESTMENT |
We have a 35% interest in SMP, Ltd. ("SMP") that is accounted for as an equity method investment. SMP owns a polysilicon manufacturing facility in South Korea which is currently in the initial stages of production. The initial outputs of polysilicon are in-line with expectations. | |
The SMP polysilicon manufacturing facility has experienced delays in ramping the facility to reach full commercial capabilities. This has placed pressures on SMP's short-term working capital needs to overcome the construction delays. The existing equity holders of SMP may be requested to make additional capital investments to assist with financing their short-term working capital needs. If we do not participate in making the additional capital investment, this may reduce our equity ownership percentage in SMP. |
Debt
Debt | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Debt Disclosure [Text Block] | DEBT | |||||||||||||||||||
Debt outstanding consists of the following: | ||||||||||||||||||||
As of March 31, 2015 | As of December 31, 2014 | |||||||||||||||||||
Total Principal | Current and Short-Term | Long-Term | Total Principal | Current and Short-Term | Long-Term | |||||||||||||||
In millions | ||||||||||||||||||||
Long-term debt | $ | 206.7 | $ | 2.1 | $ | 204.6 | $ | 207.1 | $ | 2.1 | $ | 205 | ||||||||
Senior Secured Credit Facility | ||||||||||||||||||||
The Company and its direct subsidiary, SunEdison Semiconductor B.V. (the “Borrower”), entered into a credit agreement on May 27, 2014 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”). The Borrower may obtain, under the Revolving Facility, (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. No amounts were outstanding under the Revolving Facility as of March 31, 2015, 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 must be repaid in quarterly installments of $525,000 beginning September 30, 2014 with the remaining balance paid at maturity. | ||||||||||||||||||||
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 an additional $10.1 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 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. | ||||||||||||||||||||
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) 3.0 to 1.0 for the quarters ended March 31, 2015 and ending June 30, 2015; and (ii) 2.5 to 1.0 for the 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. We were in compliance with all covenants of the Credit Facility as of March 31, 2015. | ||||||||||||||||||||
Other Financing Arrangements | ||||||||||||||||||||
We have short-term committed financing arrangements of $26.2 million at March 31, 2015, of which there was $7.6 million outstanding as of March 31, 2015. Of the remaining not outstanding amount, $10.3 million is unavailable because it relates to the issuance of third party letters of credit and bank guarantees. Interest rates are negotiated at the time of the borrowings. | ||||||||||||||||||||
The estimated fair value of our debt was $205.4 million and $200.6 million as of March 31, 2015 and December 31, 2014, 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). |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Share-based Compensation [Abstract] | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | STOCKHOLDERS' EQUITY | ||||||||||||
Ordinary Shares | |||||||||||||
On January 20, 2015, a secondary public offering of 17,250,000 of our ordinary shares by SunEdison, Inc. ("SunEdison"), Samsung Fine Chemicals Co., Ltd., and Samsung Electronics Co., Ltd. was closed. We did not receive any of the proceeds from the sale of our ordinary shares in this offering. As a result of this offering, our former parent company, SunEdison, ceased to own more than 50% of our outstanding ordinary shares. There continued to be 41,506,175 ordinary shares outstanding upon completion of this offering. | |||||||||||||
The Company and SunEdison agreed, effective concurrently with the secondary public offering discussed above, to replace 25% of the equity-based compensation awards relating to SunEdison stock that were unvested and held by our employees (including our non-U.S. employees, subject to applicable local laws) with adjusted stock options and RSUs, as applicable, for the Company’s ordinary shares, each of which generally preserves the value of the original awards and the balance of the awards will be maintained by SunEdison. The Company issued options to purchase an aggregate of 442,790 ordinary shares with a weighted-average exercise price of $5.19 per share and an aggregate of 170,115 RSUs, in each case based on applicable SunEdison equity awards outstanding, and the Company’s and SunEdison’s share prices, as of market close on January 20, 2015. Each of the foregoing replacement awards was issued pursuant to the SunEdison Semiconductor Limited 2014 Long-Term Incentive Plan. The remaining 75% of the unvested SunEdison options and RSUs, as well as all vested options, remain as options and RSUs continuing to vest in accordance with their terms, with employment by us to be deemed employment by SunEdison. We have included the stock-based compensation expense related to these awards granted to our employees in our condensed consolidated financial statements. | |||||||||||||
Stock-Based Compensation | |||||||||||||
We have equity incentive plans that provide for the award of non-qualified stock options, performance shares, and restricted stock units ("RSUs") to employees and non-employee directors. There were 7.1 million shares remaining available for future grant under these plans as of March 31, 2015. | |||||||||||||
The following table presents information regarding outstanding stock options as of March 31, 2015, and related changes during the three months ended March 31, 2015: | |||||||||||||
Shares | Weighted- | Aggregate | Weighted-Average | ||||||||||
Average | Intrinsic | Remaining | |||||||||||
Exercise Price | Value | Contractual | |||||||||||
(in millions) | Life (years) | ||||||||||||
Outstanding at December 31, 2014 | 1,726,354 | $ | 15.77 | ||||||||||
Granted | 442,790 | 5.19 | |||||||||||
Exercised | — | — | |||||||||||
Forfeited | (11,124 | ) | 14.85 | ||||||||||
Expired | — | — | |||||||||||
Outstanding at March 31, 2015 | 2,158,020 | $ | 13.6 | $ | 26.4 | 8.8 | |||||||
Options exercisable at March 31, 2015 | 211,931 | $ | 5.68 | $ | 4.3 | 7.9 | |||||||
The weighted-average grant-date fair value per share of options granted was $4.52 for the three month period ended March 31, 2015. | |||||||||||||
The following table presents information regarding outstanding RSUs as of March 31, 2015, and related changes during the three months ended March 31, 2015: | |||||||||||||
Restricted Stock | Aggregate Intrinsic | Weighted-Average Remaining | |||||||||||
Units | Value (in millions) | Contractual Life (years) | |||||||||||
Outstanding at December 31, 2014 | 1,561,412 | ||||||||||||
Granted | 192,615 | ||||||||||||
Converted | (2,395 | ) | |||||||||||
Forfeited | (9,363 | ) | |||||||||||
Outstanding at March 31, 2015 | 1,742,269 | $ | 45 | 1.8 | |||||||||
The weighted-average fair value of restricted stock units on the date of grant was $10.70 for the three months ended March 31, 2015. | |||||||||||||
Stock-based compensation expense for the three months ended March 31, 2015 and 2014 was $3.6 million and $2.3 million, respectively. Stock-based compensation expense for the three months ended March 31, 2015 and 2014 was allocated as follows: | |||||||||||||
For the Three Months Ended March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
In millions | |||||||||||||
Cost of goods sold | $ | 1.1 | $ | 0.8 | |||||||||
Marketing and administration | 1.9 | 0.9 | |||||||||||
Research and development | 0.6 | 0.6 | |||||||||||
Stock-based employee compensation | $ | 3.6 | $ | 2.3 | |||||||||
The amount of stock-based compensation cost capitalized into inventory and fixed assets was not material for the three months ended March 31, 2015 and 2014. Further, the recognition of excess tax benefits from share-based payment arrangements was not material for the three months ended March 31, 2015 and 2014. |
Earnings_Loss_Per_Share_Notes
Earnings (Loss) Per Share (Notes) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Earnings Per Share [Text Block] | LOSS PER SHARE | |||||||||||||||
Basic income (loss) per share is computed by dividing net income (loss) by the number of weighted-average ordinary shares outstanding during the period. Diluted income (loss) 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 RSUs and stock option exercises. The Company calculates the dilutive effect of outstanding RSUs and stock options on income (loss) per share by application of the treasury stock method. | ||||||||||||||||
The computations of basic and diluted income (loss) per share assumes that the number of ordinary shares outstanding for all periods prior to the closing of our initial public offering on May 28, 2014 (the "IPO") was equal to the number of ordinary shares of SunEdison Semiconductor Limited outstanding on May 28, 2014. | ||||||||||||||||
Basic and diluted loss per share ("EPS") for the three month periods ended March 31, 2015 and 2014 were calculated as follows: | ||||||||||||||||
Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | |||||||||||||||
In millions, except per share amounts | Basic | Diluted | Basic | Diluted | ||||||||||||
EPS Numerator: | ||||||||||||||||
Net loss attributable to SunEdison Semiconductor Limited shareholders | $ | (9.3 | ) | $ | (9.3 | ) | $ | (14.6 | ) | $ | (14.6 | ) | ||||
EPS Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 41.5 | 41.5 | 41.5 | 41.5 | ||||||||||||
Loss per share | $ | (0.22 | ) | $ | (0.22 | ) | $ | (0.35 | ) | $ | (0.35 | ) | ||||
The computations for diluted loss per share for the three months ended March 31, 2015 excludes options to purchase SunEdison Semiconductor of approximately 2.2 million shares and 1.7 million RSUs because the effect would have been anti-dilutive. No SunEdison Semiconductor options or RSUs were outstanding during the three month period ended March 31, 2014. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Losses | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Statement of Comprehensive Income [Abstract] | |||||||||||
Comprehensive Income (Loss) Note [Text Block] | 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) includes adjustments related to foreign currency translation and pension and post-retirement related liabilities. | |||||||||||
The following table presents the changes in each component of accumulated other comprehensive loss, net of tax: | |||||||||||
Three Months Ended March 31, | |||||||||||
In millions | 2015 | 2014 | |||||||||
Foreign Currency Items (1) | |||||||||||
Beginning balance | $ | (116.5 | ) | $ | (76.3 | ) | |||||
Other comprehensive (loss) income before reclassifications | (21.9 | ) | 9.6 | ||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | |||||||||
Net other comprehensive (loss) income | (21.9 | ) | 9.6 | ||||||||
Balance at March 31 | $ | (138.4 | ) | $ | (66.7 | ) | |||||
Pension and Post-Retirement Benefit Plans | |||||||||||
Beginning balance | $ | (57.6 | ) | $ | (33.9 | ) | |||||
Other comprehensive loss before reclassifications | (0.3 | ) | — | ||||||||
Amounts reclassified from accumulated other comprehensive loss | 0.4 | (0.1 | ) | ||||||||
Net other comprehensive income (loss) | 0.1 | (0.1 | ) | ||||||||
Balance at March 31 | $ | (57.5 | ) | $ | (34.0 | ) | |||||
Accumulated other comprehensive loss at March 31 | $ | (195.9 | ) | $ | (100.7 | ) | |||||
(1) Excludes foreign currency adjustments related to noncontrolling interests. See the condensed consolidated statements of comprehensive loss. | |||||||||||
The following table presents reclassifications from accumulated other comprehensive loss and the affected line in the condensed consolidated statement of operations: | |||||||||||
Three Months Ended March 31, | Condensed Consolidated Statement of Operations | ||||||||||
In millions | 2015 | 2014 | |||||||||
Amortization of net actuarial (loss) gain and prior service (cost) credit | $ | (0.4 | ) | $ | 0.1 | Marketing and administration expense | |||||
Derivitives_and_Hedging_Instru
Derivitives and Hedging Instruments | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Derivative Instruments Not Designated as Hedging Instruments [Abstract] | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | DERIVATIVES AND HEDGING INSTRUMENTS | ||||||||||
SunEdison Semiconductor's derivatives and hedging activities consist of: | |||||||||||
Assets (Liabilities) at Fair Value | |||||||||||
In millions | Balance Sheet Classification | As of March 31, 2015 | As of December 31, 2014 | ||||||||
Derivatives not designated as hedging: | |||||||||||
Currency forward contracts (1) | Prepaid and other current assets | $ | 1.1 | $ | 0.2 | ||||||
Currency forward contracts (1) | Accrued liabilities | $ | (0.3 | ) | $ | (0.9 | ) | ||||
(1) Currency forward contracts are recorded on the condensed consolidated balance sheet at fair value using Level 1 inputs. | |||||||||||
Gains | |||||||||||
Three Months Ended March 31, | |||||||||||
In millions | Statement of Operations Classification | 2015 | 2014 | ||||||||
Derivatives not designated as hedging: | |||||||||||
Currency forward contracts | Other, net | $ | 1.8 | $ | 2.2 | ||||||
We utilize currency forward contracts to mitigate the financial market risks of fluctuations in foreign currency exchange rates. We do not use derivative financial instruments for speculative or trading purposes. 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 Japanese yen, new Taiwan dollar, euro, and South Korean won. We have established transaction-based hedging programs to protect against reductions in 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 credit risk loss with these institutions is limited to any gain on our outstanding contracts. These currency forward contracts had net notional amounts of $102.0 million and $65.1 million as of March 31, 2015 and December 31, 2014, respectively, and are accounted for as economic hedges, for which hedge accounting is not applied. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies Disclosure [Text Block] | CONTINGENCIES |
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. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 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. | |
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 consolidated 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. Our total deferred tax assets, net of valuation allowance, as of March 31, 2015 and December 31, 2014, were $37.1 million and $43.0 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 March 31, 2015. | |
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 income (loss), 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. The income tax expense for the three month period ended March 31, 2015 was impacted by a discrete reduction of the reserve for uncertain tax positions of $3.6 million related to the closure of a foreign tax examination and new information on positions previously taken. The accrual for uncertain tax positions as of March 31, 2015 and December 31, 2014 was $5.4 million and $8.9 million, respectively. | |
We are domiciled in Singapore. Management has reviewed its repatriation policy during 2015 with respect to our planned legal structure. Recognition of Singapore or local withholding taxes on undistributed non-Singapore earnings would be triggered by a management decision to repatriate those earnings, although there is no current intention to do so. 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, and after concluding that such remittances can be done in a tax-efficient manner. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted is not practicable. Of our cash and cash equivalents as of March 31, 2015, $61.7 million was held by our foreign subsidiaries, a portion of which may be subject to repatriation tax effects. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | RELATED PARTY TRANSACTIONS |
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 IPO 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 $0.4 million and $0.3 million for the three month periods ended March 31, 2015 and 2014, respectively. We had $9.4 million and $4.3 million of accounts receivable, affiliate as of March 31, 2015 and December 31, 2014, 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 to us following the IPO as outlined in a transition services agreement. Accounts payable, affiliate were $22.9 million and $9.4 million as of March 31, 2015 and December 31, 2014, respectively. |
Nature_of_Operations_Accountin
Nature of Operations Accounting policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | BASIS OF PRESENTATION |
The accompanying unaudited condensed consolidated financial statements of SunEdison Semiconductor Limited and subsidiaries (“SunEdison Semiconductor”, "SSL", the "Company”, “we”, “us”, and “our”) have been prepared in accordance with generally accepted accounting principles in the United States ("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. Results of operations for the three months ended March 31, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015. These unaudited condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014, which contains SunEdison Semiconductor's audited financial statements for such year. | |
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, restructuring, warranties, employee benefits, derivatives, stock-based compensation, income taxes, and asset recoverability, including allowances, and certain other items. 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 these 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 | |
The FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, on May 28, 2014, 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 have not determined which transition method we will adopt, but do not anticipate a material impact to our consolidated financial statements and related disclosures upon adoption of ASU 2014-09. | |
The FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), on April 7, 2015, which requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The new standard is effective for us on January 1, 2016. Early application is permitted. We have evaluated the impact of this standard and do not anticipate a material impact on our consolidated financial statements and related disclosures upon adoption. |
Restructuring_and_Related_Acti1
Restructuring and Related Activities (Tables) (2011 US Plan [Member]) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
2011 US Plan [Member] | |||||||||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||||||||
Restructuring and Related Costs [Table Text Block] | Details of the 2015 expenses, cash payments, and expected costs incurred related to the 2011 Global Plan are set out in the following table: | ||||||||||||||||||||||||||||
As of March 31, 2015 | |||||||||||||||||||||||||||||
In millions | Accrued | Year-to-date Restructuring Reversals | Cash Payments | Currency | Accrued | Cumulative Costs Incurred | Total Costs Expected to be Incurred | ||||||||||||||||||||||
31-Dec-14 | 31-Mar-15 | ||||||||||||||||||||||||||||
2011 Global Plan | |||||||||||||||||||||||||||||
Severance and employee benefits | $ | 0.7 | $ | — | $ | — | $ | (0.1 | ) | $ | 0.6 | $ | 22.3 | $ | 22.3 | ||||||||||||||
Other | 11.5 | — | (0.7 | ) | (1.2 | ) | 9.6 | 37.6 | 37.6 | ||||||||||||||||||||
Total | $ | 12.2 | $ | — | $ | (0.7 | ) | $ | (1.3 | ) | $ | 10.2 | $ | 59.9 | $ | 59.9 | |||||||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory [Abstract] | ||||||||
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following: | |||||||
As of March 31, 2015 | As of December 31, 2014 | |||||||
In millions | ||||||||
Raw materials and supplies | $ | 28.2 | $ | 29.9 | ||||
Goods in process | 48.4 | 49.7 | ||||||
Finished goods | 36.3 | 42.5 | ||||||
Total inventories | $ | 112.9 | $ | 122.1 | ||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||
Schedule of Debt [Table Text Block] | Debt outstanding consists of the following: | |||||||||||||||||||
As of March 31, 2015 | As of December 31, 2014 | |||||||||||||||||||
Total Principal | Current and Short-Term | Long-Term | Total Principal | Current and Short-Term | Long-Term | |||||||||||||||
In millions | ||||||||||||||||||||
Long-term debt | $ | 206.7 | $ | 2.1 | $ | 204.6 | $ | 207.1 | $ | 2.1 | $ | 205 | ||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Share-based Compensation [Abstract] | |||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following table presents information regarding outstanding RSUs as of March 31, 2015, and related changes during the three months ended March 31, 2015: | ||||||||||||
Restricted Stock | Aggregate Intrinsic | Weighted-Average Remaining | |||||||||||
Units | Value (in millions) | Contractual Life (years) | |||||||||||
Outstanding at December 31, 2014 | 1,561,412 | ||||||||||||
Granted | 192,615 | ||||||||||||
Converted | (2,395 | ) | |||||||||||
Forfeited | (9,363 | ) | |||||||||||
Outstanding at March 31, 2015 | 1,742,269 | $ | 45 | 1.8 | |||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table presents information regarding outstanding stock options as of March 31, 2015, and related changes during the three months ended March 31, 2015: | ||||||||||||
Shares | Weighted- | Aggregate | Weighted-Average | ||||||||||
Average | Intrinsic | Remaining | |||||||||||
Exercise Price | Value | Contractual | |||||||||||
(in millions) | Life (years) | ||||||||||||
Outstanding at December 31, 2014 | 1,726,354 | $ | 15.77 | ||||||||||
Granted | 442,790 | 5.19 | |||||||||||
Exercised | — | — | |||||||||||
Forfeited | (11,124 | ) | 14.85 | ||||||||||
Expired | — | — | |||||||||||
Outstanding at March 31, 2015 | 2,158,020 | $ | 13.6 | $ | 26.4 | 8.8 | |||||||
Options exercisable at March 31, 2015 | 211,931 | $ | 5.68 | $ | 4.3 | 7.9 | |||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Stock-based compensation expense for the three months ended March 31, 2015 and 2014 was allocated as follows: | ||||||||||||
For the Three Months Ended March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
In millions | |||||||||||||
Cost of goods sold | $ | 1.1 | $ | 0.8 | |||||||||
Marketing and administration | 1.9 | 0.9 | |||||||||||
Research and development | 0.6 | 0.6 | |||||||||||
Stock-based employee compensation | $ | 3.6 | $ | 2.3 | |||||||||
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Basic and diluted loss per share ("EPS") for the three month periods ended March 31, 2015 and 2014 were calculated as follows: | |||||||||||||||
Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | |||||||||||||||
In millions, except per share amounts | Basic | Diluted | Basic | Diluted | ||||||||||||
EPS Numerator: | ||||||||||||||||
Net loss attributable to SunEdison Semiconductor Limited shareholders | $ | (9.3 | ) | $ | (9.3 | ) | $ | (14.6 | ) | $ | (14.6 | ) | ||||
EPS Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 41.5 | 41.5 | 41.5 | 41.5 | ||||||||||||
Loss per share | $ | (0.22 | ) | $ | (0.22 | ) | $ | (0.35 | ) | $ | (0.35 | ) | ||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Losses (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Statement of Comprehensive Income [Abstract] | |||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table presents the changes in each component of accumulated other comprehensive loss, net of tax: | ||||||||||
Three Months Ended March 31, | |||||||||||
In millions | 2015 | 2014 | |||||||||
Foreign Currency Items (1) | |||||||||||
Beginning balance | $ | (116.5 | ) | $ | (76.3 | ) | |||||
Other comprehensive (loss) income before reclassifications | (21.9 | ) | 9.6 | ||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | |||||||||
Net other comprehensive (loss) income | (21.9 | ) | 9.6 | ||||||||
Balance at March 31 | $ | (138.4 | ) | $ | (66.7 | ) | |||||
Pension and Post-Retirement Benefit Plans | |||||||||||
Beginning balance | $ | (57.6 | ) | $ | (33.9 | ) | |||||
Other comprehensive loss before reclassifications | (0.3 | ) | — | ||||||||
Amounts reclassified from accumulated other comprehensive loss | 0.4 | (0.1 | ) | ||||||||
Net other comprehensive income (loss) | 0.1 | (0.1 | ) | ||||||||
Balance at March 31 | $ | (57.5 | ) | $ | (34.0 | ) | |||||
Accumulated other comprehensive loss at March 31 | $ | (195.9 | ) | $ | (100.7 | ) | |||||
(1) Excludes foreign currency adjustments related to noncontrolling interests. See the condensed consolidated statements of comprehensive loss. | |||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | The following table presents reclassifications from accumulated other comprehensive loss and the affected line in the condensed consolidated statement of operations: | ||||||||||
Three Months Ended March 31, | Condensed Consolidated Statement of Operations | ||||||||||
In millions | 2015 | 2014 | |||||||||
Amortization of net actuarial (loss) gain and prior service (cost) credit | $ | (0.4 | ) | $ | 0.1 | Marketing and administration expense | |||||
Derivitives_and_Hedging_Instru1
Derivitives and Hedging Instruments (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Derivative Instruments Not Designated as Hedging Instruments [Abstract] | |||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | SunEdison Semiconductor's derivatives and hedging activities consist of: | ||||||||||
Assets (Liabilities) at Fair Value | |||||||||||
In millions | Balance Sheet Classification | As of March 31, 2015 | As of December 31, 2014 | ||||||||
Derivatives not designated as hedging: | |||||||||||
Currency forward contracts (1) | Prepaid and other current assets | $ | 1.1 | $ | 0.2 | ||||||
Currency forward contracts (1) | Accrued liabilities | $ | (0.3 | ) | $ | (0.9 | ) | ||||
(1) Currency forward contracts are recorded on the condensed consolidated balance sheet at fair value using Level 1 inputs. | |||||||||||
Gains | |||||||||||
Three Months Ended March 31, | |||||||||||
In millions | Statement of Operations Classification | 2015 | 2014 | ||||||||
Derivatives not designated as hedging: | |||||||||||
Currency forward contracts | Other, net | $ | 1.8 | $ | 2.2 | ||||||
Restructuring_and_Related_Acti2
Restructuring and Related Activities (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | ($1.20) | $4.60 | |
2011 US Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 0 | -1.4 | |
Restructuring Reserve | 10.2 | 12.2 | |
Payments for Restructuring | -0.7 | -9 | |
Restructuring Reserve, Translation Adjustment | -1.3 | ||
Restructuring and Related Cost, Cost Incurred to Date | 59.9 | ||
Restructuring and Related Cost, Expected Cost | 59.9 | ||
Employee Severance [Member] | 2011 US Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 0 | ||
Restructuring Reserve | 0.6 | 0.7 | |
Payments for Restructuring | 0 | ||
Restructuring Reserve, Translation Adjustment | -0.1 | ||
Restructuring and Related Cost, Cost Incurred to Date | 22.3 | ||
Restructuring and Related Cost, Expected Cost | 22.3 | ||
Other Restructuring [Member] | 2011 US Plan [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 0 | ||
Restructuring Reserve | 9.6 | 11.5 | |
Payments for Restructuring | -0.7 | ||
Restructuring Reserve, Translation Adjustment | -1.2 | ||
Restructuring and Related Cost, Cost Incurred to Date | 37.6 | ||
Restructuring and Related Cost, Expected Cost | $37.60 |
Restructuring_and_Related_Acti3
Restructuring and Related Activities (Narrative) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Restructuring Plan [Line Items] | ||
Restructuring Charges | $1.20 | ($4.60) |
2014 Plan [Member] | ||
Restructuring Plan [Line Items] | ||
Restructuring Charges | -0.2 | 4 |
Restructuring and Related Cost, Expected Number of Positions Eliminated | 120 | |
Q4 2014 Workforce Restructuring Plan [Member] | ||
Restructuring Plan [Line Items] | ||
Restructuring and Related Cost, Expected Number of Positions Eliminated | 120 | |
Restructuring Costs | 1.4 | |
2011 US Plan [Member] | ||
Restructuring Plan [Line Items] | ||
Restructuring Charges | 0 | 1.4 |
Payments for Restructuring | 0.7 | 9 |
Other Restructuring [Member] | ||
Restructuring Plan [Line Items] | ||
Restructuring Charges | $7.20 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Inventory [Abstract] | ||
Raw materials and supplies | $28.20 | $29.90 |
Goods in process | 48.4 | 49.7 |
Finished goods | 36.3 | 42.5 |
Total inventories | $112.90 | $122.10 |
Equity_Method_Investment_Narra
Equity Method Investment (Narrative)(Details) | Mar. 31, 2015 |
Equity Method Investment [Abstract] | |
Equity Method Investment, Ownership Percentage | 35.00% |
Debt_Details
Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Total Principal | $206.70 | $207.10 |
Current portion of long-term debt | 2.1 | 2.1 |
Long-term debt, less current portion | $204.60 | $205 |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Interest rates [Line Items] | |||
Proceeds from Issuance of Debt | $210,000,000 | ||
ShortTermCommittedFinancingArrangementsMaximumAmount | 26,200,000 | ||
Short-term Debt | 7,600,000 | ||
ShortTermCommittedFinancingArrangementsUnavailableAmountDueToThirdPartyLettersOfCredit | 10,300,000 | ||
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 MayB 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 | 10,100,000 | ||
Debt Instrument, Covenant Description | 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)B 3.0 to 1.0 for the quarters ended MarchB 31, 2015 and ending JuneB 30, 2015; and (ii)B 2.5 to 1.0 for the quarters ending on and after SeptemberB 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. | ||
Total Principal | 206,700,000 | 207,100,000 | |
Long-term Debt, Fair Value | $205,400,000 | $200,600,000 | |
Base Rate [Member] | |||
Interest rates [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | ||
Spread over LIBOR [Member] | |||
Interest rates [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | ||
Minimum [Member] | Base Rate [Member] | |||
Interest rates [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% |
Stockholders_Equity_Stock_base
Stockholders' Equity Stock based compensation expense table (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | $3.60 | $2.30 |
Cost of goods sold | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | 1.1 | 0.8 |
Marketing and administration | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | 1.9 | 0.9 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | $0.60 | $0.60 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Secondary Offering [Line Items] | |||
Ordinary shares | $946,700,000 | $943,100,000 | |
Granted | 442,790 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $5.19 | ||
Shares available to be issued | 7,100,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $4.52 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $10.70 | ||
Allocated Share-based Compensation Expense | 3,600,000 | 2,300,000 | |
Secondary Offering [Member] | |||
Secondary Offering [Line Items] | |||
Secondary Public Offering | 17,250,000 | ||
Ownership percentage | 50.00% | ||
Ordinary shares | $41,506,175 | ||
Percentage of Equity Based Compensation Awards Exchanged | 25.00% | ||
Granted | 442,790 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $5.19 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 170,115 | ||
Percentage of Equity Based Compensation Awards Not Exchanged | 75.00% |
Stockholders_Equity_Schedule_O
Stockholders' Equity Schedule Of Share Based Compensation Stock Options Activity (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning of year | 1,726,354 | |
Granted | 442,790 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | -11,124 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | |
End of year | 2,158,020 | |
Options exercisable at end of period | 211,931 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding | $13.60 | $15.77 |
Granted | $5.19 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $0 | |
Forfeited | $14.85 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $0 | |
Exercisable | $5.68 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ||
Outstanding | $26.40 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $4.30 | |
Options, Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 9 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 11 months |
Stockholders_Equity_Schedule_O1
Stockholders' Equity Schedule Of Share Based Compensation RSU Activity (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Based Compensation [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value, Amount Per Share | $45,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 10 months |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning of year | 1,561,412 |
Granted | 192,615 |
Share Based COmpoensation Arrangement By Share Based Payment Award Equity Instrument Other Than Options; Converted In Period | -2,395 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | -9,363 |
End of year | 1,742,269 |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Details) (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Net loss attributable to SunEdison Semiconductor Limited shareholders | ($9.30) | ($14.60) |
Weighted Average Number of Shares Outstanding, Basic | 41.5 | 41.5 |
Weighted Average Number of Shares Outstanding, Diluted | 41.5 | 41.5 |
Earnings Per Share, Diluted | ($0.22) | ($0.35) |
Earnings Per Share, Basic | ($0.22) | ($0.35) |
Earnings_Loss_Per_Share_Narrat
Earnings (Loss) Per Share (Narrative) (Details) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Employee Stock Option [Member] | |
earnings per share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2.2 |
Restricted Stock [Member] | |
earnings per share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1.7 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Losses Change in components of Accumulated Other Comprehensive Loss (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Accumulated Other Comprenhensive Loss Roll Forward [Roll Forward] | ||
Beginning balance | ($174.10) | |
Other comprehensive income (loss) | -21.8 | 9.2 |
Ending balance | -195.9 | -100.7 |
Accumulated Translation Adjustment [Member] | ||
Accumulated Other Comprenhensive Loss Roll Forward [Roll Forward] | ||
Beginning balance | -116.5 | -76.3 |
Other comprehensive (loss) income before reclassifications | -21.9 | 9.6 |
Other comprehensive income (loss) | -21.9 | 9.6 |
Ending balance | -138.4 | -66.7 |
Accumulated Defined Benefit Plans Adjustment [Member] | ||
Accumulated Other Comprenhensive Loss Roll Forward [Roll Forward] | ||
Beginning balance | -57.6 | -33.9 |
Other comprehensive (loss) income before reclassifications | -0.3 | |
Amounts reclassified from accumulated other comprehensive loss (2) | 0.4 | -0.1 |
Other comprehensive income (loss) | 0.1 | -0.1 |
Ending balance | ($57.50) | ($34) |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Losses Reclassifications from Accumulated Other Comprehensive Loss (Details) (Accumulated Defined Benefit Plans Adjustment [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Accumulated Defined Benefit Plans Adjustment [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | ($0.40) | $0.10 |
Derivitives_and_Hedging_Instru2
Derivitives and Hedging Instruments (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Derivative [Line Items] | |||
Accumulated other comprehensive loss | ($195.90) | ($100.70) | ($174.10) |
Prepaid and Other Current Assets [Member] [Domain] | Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, Fair Value, Net | 1.1 | 0.2 | |
Accrued Liabilities [Member] | Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, Fair Value, Net | -0.3 | -0.9 | |
Other Expense | Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | $1.80 | $2.20 |
Derivitives_and_Hedging_Instru3
Derivitives and Hedging Instruments (Narrative) (Details) (Foreign Exchange Forward [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Foreign Exchange Forward [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $102 | $65.10 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Net | $37.10 | $43 |
Unrecognized Tax Benefits | 5.4 | 8.9 |
Reduction to Reserve for Uncertain Tax Positions | 3.6 | |
Cash and Cash Equivalents Subject to Repatriation | $61.70 |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative)(Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Related Party Transactions [Abstract] | |||
Net sales to affiliates | $0.40 | $0.30 | |
Due from Affiliate, Current | 9.4 | 4.3 | |
Due to Affiliate, Current | $22.90 | $9.40 |