DEI Document
DEI Document - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document Information [Abstract] | ||
Entity Registrant Name | SunEdison Semiconductor Ltd | |
Entity Central Index Key | 1,585,854 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Trading Symbol | SEMI | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 42,369,354 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Net sales to non-affiliates | $ 190.9 | $ 207 | $ 373.2 | $ 406 |
Net sales to affiliates | 0 | 0.4 | 0 | 0.8 |
Cost of goods sold | 173.4 | 183.9 | 340.7 | 366.1 |
Gross profit | 17.5 | 23.5 | 32.5 | 40.7 |
Operating expenses: | ||||
Marketing and administration | 20.9 | 21.4 | 40.6 | 41.9 |
Research and development | 6.7 | 7.3 | 13.3 | 15.4 |
Restructuring charges (reversals) | 1.1 | (1.4) | 2.6 | (0.2) |
Long-lived asset impairment charges | 14.7 | 1.2 | 14.7 | 1.3 |
Operating loss | (25.9) | (5) | (38.7) | (17.7) |
Non-operating expenses (income): | ||||
Interest expense | 3.4 | 3.6 | 7.4 | 7.1 |
Interest income | (0.1) | (0.1) | (0.2) | (0.2) |
Other, net | 2.9 | 1.2 | 9.7 | (9.2) |
Total non-operating expenses (income) | 6.2 | 4.7 | 16.9 | (2.3) |
Loss before income tax expense | (32.1) | (9.7) | (55.6) | (15.4) |
Income tax expense | 5.4 | 5.1 | 12.8 | 8.4 |
Loss before equity in loss of equity method investments | (37.5) | (14.8) | (68.4) | (23.8) |
Equity in loss of equity method investments, net of tax | (11) | (0.7) | (97.2) | (1) |
Net loss | $ (48.5) | $ (15.5) | $ (165.6) | $ (24.8) |
Basic loss per share (see Note 8) | $ (1.15) | $ (0.37) | $ (3.94) | $ (0.60) |
Diluted loss per share (see Note 8) | $ (1.15) | $ (0.37) | $ (3.94) | $ (0.60) |
Condensed Consolidated Stateme3
Condensed Consolidated Statement of Comprehensive Income Statement - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (48.5) | $ (15.5) | $ (165.6) | $ (24.8) |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Net translation adjustment | 19 | (4.7) | 40.7 | (26.6) |
Amortization of net actuarial loss and prior service cost | 0.4 | 0.4 | 0.8 | 0.5 |
Other comprehensive income (loss), net of tax | 19.4 | (4.3) | 41.5 | (26.1) |
Total comprehensive loss | $ (29.1) | $ (19.8) | $ (124.1) | $ (50.9) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 79.2 | $ 83.5 |
Accounts receivable, less allowance for doubtful accounts of $4.9 and $2.4, respectively | 94 | 85.8 |
Inventories | 114.5 | 109.3 |
Prepaid and other current assets | 28.2 | 31.2 |
Total current assets | 315.9 | 309.8 |
Property, plant, and equipment, net of accumulated depreciation of $851.7 and $773.0, respectively | 528.8 | 530.8 |
Investments | 0.3 | 121.9 |
Other assets | 99.4 | 86.5 |
Total assets | 944.4 | 1,049 |
Current liabilities: | ||
Current portion, long-term debt | 11.7 | 6.7 |
Short-term borrowings | 9.3 | 6.6 |
Accounts payable | 123.5 | 116.5 |
Deposit for investment distribution | 0 | 35 |
Accrued liabilities | 40.7 | 46.4 |
Accrued wages and salaries | 24.1 | 21.1 |
Restructuring liabilities | 7.4 | 9.1 |
Total current liabilities | 216.7 | 241.4 |
Long-term debt, less current portion | 191.5 | 191.9 |
Pension and post-employment liabilities | 52.2 | 51.9 |
Restructuring liabilities | 0.2 | 3.5 |
Refundable customer deposits | 38.6 | 0 |
Other liabilities | 23.5 | 22.2 |
Total liabilities | 522.7 | 510.9 |
Shareholders' equity: | ||
Ordinary shares, no par value, 42.3 and 42.0 outstanding, respectively | 964.9 | 957.2 |
Accumulated deficit | (381) | (215.4) |
Accumulated other comprehensive loss | (163.4) | (204.9) |
Total SunEdison Semiconductor Limited shareholders' equity | 420.5 | 536.9 |
Noncontrolling interests | ||
Noncontrolling interests | 1.2 | 1.2 |
Total shareholders' equity | 421.7 | 538.1 |
Total liabilities and shareholders' equity | $ 944.4 | $ 1,049 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheet Parenthetical - USD ($) shares in Millions, $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4.9 | $ 2.4 |
Accumulated depreciation | $ 851.7 | $ 773 |
Ordinary shares | 42.3 | 42 |
Par value | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flow - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (165.6) | $ (24.8) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 55 | 57.5 |
Loss on partial sale of SMP investment | 6.1 | 0 |
Long-lived asset impairment charge | 14.7 | 1.3 |
Stock-based compensation | 8 | 7 |
Provision for deferred taxes | 2.9 | 4 |
Equity in loss of equity method investments | 97.2 | 1 |
Other | 2.1 | (0.5) |
Changes in assets and liabilities: | ||
Accounts receivable | (10.2) | (9.6) |
Inventories | (2.1) | 14.8 |
Accounts receivable, affiliate | 0 | (8) |
Accounts payable, affiliate | 0 | 12.4 |
Prepaid and other current assets | 2.2 | (1.4) |
Accounts payable and accrued liabilities | 3.7 | 14.8 |
Income taxes payable | (1.7) | 0.4 |
Pension and post-employment liabilities | (0.6) | (0.5) |
Restructuring liabilities | 0 | (6.3) |
Other | 10.4 | (14) |
Net cash provided by operating activities | 22.1 | 48.1 |
Cash flows from investing activities: | ||
Capital expenditures | (57.9) | (52.9) |
Disbursements made for notes receivable | 0 | (9.1) |
Other | 6.4 | 0 |
Net cash used in investing activities | (51.5) | (62) |
Cash flows from financing activities: | ||
Principal payments on long-term debt | (0.8) | (1) |
Proceeds from long-term debt | 4.2 | 0 |
Change in Ordinary Shares | (0.3) | (0.9) |
Net proceeds on short-term borrowings | 2.7 | 7.6 |
Advanced payments | 18.6 | 0 |
Other | (0.1) | 0 |
Net cash provided by financing activities | 24.3 | 5.7 |
Effect of exchange rate changes on cash and cash equivalents | 0.8 | (1.4) |
Net decrease in cash and cash equivalents | (4.3) | (9.6) |
Cash and cash equivalents at beginning of period | 83.5 | 88.2 |
Cash and cash equivalents at end of period | 79.2 | 78.6 |
Supplemental disclosures of cash flow information: | ||
Interest paid, net of amount capitalized | 7 | 5.6 |
Income taxes paid, net | 11.5 | 9.7 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accounts payable incurred for acquisition of fixed assets | $ 1.5 | $ 4.7 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Equity Statement - 6 months ended Jun. 30, 2016 - USD ($) shares in Millions, $ in Millions | Total | Ordinary Shares Outstanding [Member] | Ordinary Shares | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total SunEdison Semiconductor Limited Equity | Noncontrolling Interests |
Shares, Outstanding at Dec. 31, 2015 | 42 | 42 | |||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2015 | $ 536.9 | $ 957.2 | $ (215.4) | $ (204.9) | $ 536.9 | ||
Noncontrolling Interests at Dec. 31, 2015 | 1.2 | $ 1.2 | |||||
Total Equity at Dec. 31, 2015 | 538.1 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (165.6) | (165.6) | |||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 0.3 | ||||||
Stock plans, net | 7.7 | 7.7 | 7.7 | ||||
Other comprehensive loss | $ 41.5 | 41.5 | 41.5 | ||||
Shares, Outstanding at Jun. 30, 2016 | 42.3 | 42.3 | |||||
Stockholders' Equity Attributable to Parent at Jun. 30, 2016 | $ 420.5 | $ 964.9 | $ (381) | $ (163.4) | $ 420.5 | ||
Noncontrolling Interests at Jun. 30, 2016 | 1.2 | $ 1.2 | |||||
Total Equity at Jun. 30, 2016 | $ 421.7 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Nature of Operations [Abstract] | |
Basis of Presentation [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 ("U.S. 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 ("U.S.") 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 U.S. GAAP have been condensed or omitted pursuant to SEC rules and regulations. Results of operations for the six months ended June 30, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016. 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, 2015, which contains SunEdison Semiconductor's audited financial statements for such year. As of and after the closing of the secondary offering on July 1, 2015, in which SunEdison, Inc. ("SunEdison") sold all of its shares in the Company, transactions with SunEdison are no longer considered related party transactions. Historical affiliate amounts and transactions are shown on the condensed consolidated financial statements for the six months ended June 30, 2015. 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, 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 Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers , in May 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 U.S. GAAP when it becomes effective. The new standard, as amended, is effective for us on January 1, 2018. Early application is permitted for fiscal years beginning after December 15, 2016 and interim periods within those years. The standard permits the use of either the retrospective or cumulative effect transition method. We are in the process of performing an assessment but have not determined which transition method we will adopt, but do not anticipate a material impact on our consolidated financial statements and related disclosures upon adoption of ASU 2014-09. The FASB issued ASU No. 2016-02, Leases (Topic 842) , which requires lessees to recognize most leases, including operating leases, on the balance sheet. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting is largely unchanged under the new guidance. The new standard is effective for us on January 1, 2019, with early adoption permitted. The standard should be applied retrospectively, with elective reliefs, which requires application of the new guidance for all periods presented. We have not fully evaluated the impact of this standard, but do anticipate that it will have a material impact on our consolidated financial statements and disclosures related to our current operating leases. The FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting , which eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The new standard is effective for us on January 1, 2017, with early adoption permitted. The standard should be applied prospectively upon the effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. We have evaluated the impact of this standard and expect that it will not have a material impact on our consolidated financial statements and related disclosures upon adoption. The FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new standard is effective for us on January 1, 2017, with early adoption permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. All amendments must be adopted in the same period. We have adopted this standard as of June 30, 2016 and its adoption did not have a material impact on our consolidated financial statements and related disclosures. The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new standard is effective for us on January 1, 2020, with early adoption permitted for us on January 1, 2019. The amendments must be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We have not fully evaluated the impact of this standard, but do not anticipate that it will have a material impact on our consolidated financial statements and disclosures related to our credit losses. |
Restructuring and Related Activ
Restructuring and Related Activities | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | RESTRUCTURING ACTIVITIES 2015 Ipoh Plan On July 30, 2015, the Board of Directors of the Company authorized the closure of our Ipoh, Malaysia facility ("2015 Ipoh Plan"), which produces 200 millimeter semiconductor wafers. This action was taken to consolidate the Company’s manufacturing footprint and is consistent with our continued efforts to improve operational efficiencies, maximize capacity utilization across the Company's geographic platforms, and lower costs. The consolidation will include the transitioning of 200 millimeter wafering activities from our Ipoh facility to Novara, Italy and other operating facilities. This closure will affect approximately 650 employees at the Ipoh facility and will be largely complete by the end of 2016. Charges related to the 2015 Ipoh Plan are included within restructuring charges (reversals) and long-lived impairment charges in the condensed consolidated statements of operations. Details of the 2016 expenses, cash payments, and expected costs incurred related to the 2015 Ipoh Plan are set out in the following table: As of June 30, 2016 In millions Accrued Year-to-date Restructuring Charges Cash Payments Currency Accrued June 30, 2016 Cumulative Costs Incurred Total Costs Expected to be Incurred 2015 Ipoh Plan Severance and employee benefits $ 2.9 $ 1.5 $ (0.5 ) $ (0.1 ) $ 3.8 $ 4.6 $ 4.6 Contract termination — — — — — — 0.6 Other — 0.1 (0.1 ) — — 0.1 7.7 Total $ 2.9 $ 1.6 $ (0.6 ) $ (0.1 ) $ 3.8 $ 4.7 $ 12.9 2014 Consolidation of Crystal and Other Activities We announced a plan to consolidate our crystal operations during the first quarter of 2014. The consolidation includes transitioning small diameter crystal activities from our St. Peters, Missouri facility to other crystal facilities in South Korea, Taiwan, and Italy. The consolidation of crystal activities affected approximately 120 employees in St. Peters. Net restructuring charges of $0.4 million and $1.0 million were recorded for the three and six months ended June 30, 2016, respectively, compared to net restructuring reversals of $0.3 million and $0.5 million for the three and six months ended June 30, 2015, respectively. These amounts are included within restructuring charges (reversals) in the condensed consolidated statements of operations. We initiated the termination of certain personnel as part of a workforce restructuring plan on December 18, 2014. The plan was designed to realign our workforce, improve profitability, and support new growth opportunities. The plan resulted in a total reduction of approximately 120 employees, a majority of which were employed outside of the U.S. This plan was substantially complete as of December 31, 2015. We recorded immaterial restructuring charges for the three and six months ended June 30, 2016 and restructuring reversals of $0.4 million and charges of $1.0 million for the three and six months ended June 30, 2015, respectively, 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 2016 expenses, cash payments, and expected costs incurred related to the 2011 Global Plan are set out in the following table: As of June 30, 2016 In millions Accrued December 31, 2015 Year-to-date Restructuring Charges Cash Payments Non-Cash Settlements Currency Accrued June 30, 2016 Cumulative Costs Incurred Total Costs Expected to be Incurred 2011 Global Plan Severance and employee benefits $ 0.7 $ — $ — $ — $ — $ 0.7 $ 22.9 $ 22.9 Contract termination — — — — — — 106.5 106.5 Other 8.1 — (0.1 ) (5.2 ) 0.2 3.0 36.8 36.8 Total $ 8.8 $ — $ (0.1 ) $ (5.2 ) $ 0.2 $ 3.7 $ 166.2 $ 166.2 We were notified by the buyer of our Merano, Italy polysilicon and chlorosilane facilities that they were experiencing a severe liquidity crisis during the second quarter of 2016, which led to the stoppage of operations at these facilities. This deterioration in liquidity and the resulting halt in operations are indicators of asset impairment. We accounted for the original sale of these facilities under the deposit method of real estate accounting, which resulted in the assets acquired and liabilities assumed by the buyer being recorded on our consolidated balance sheets, and which requires us to test for impairment whenever events or changes in circumstances indicate that the carrying value of these net assets may not be recoverable. As a result of this impairment analysis, we recorded $14.7 million of non-cash charges to write these net assets down to their estimated fair value, which was determined to be zero at June 30, 2016. These charges consist of the remaining assets of $19.9 million , primarily land, property, plant, and equipment, offset by $5.2 million of liabilities related to restructuring accruals transferred to the buyer as part of the sale of these facilities. These charges were recognized as long-lived asset impairment charges in our consolidated statement of operations. Impairment charges were measured based on the amount by which the carrying value of these net assets exceeded their estimated fair value after consideration of their future cash flows using management's assumptions (Level 3). |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Inventory [Abstract] | |
Inventory Disclosure [Text Block] | INVENTORIES Inventories consist of the following: As of June 30, 2016 As of December 31, 2015 In millions Raw materials and supplies $ 36.5 $ 33.3 Goods in process 41.3 43.6 Finished goods 36.7 32.4 Total inventories $ 114.5 $ 109.3 |
Equity Method Investment (Notes
Equity Method Investment (Notes) | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investment [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | EQUITY METHOD INVESTMENT We have an equity method investment in SMP, Ltd. ("SMP") that owns a polysilicon manufacturing facility in South Korea. Our ownership interest decreased from 30.02% to 28.32% on February 5, 2016 as a result of a capital call by SMP in which we did not participate. During the third quarter of 2015, we entered into a definitive agreement to sell approximately 30% of our SMP investment for $35.0 million to SunEdison, which was subject to a third party consent. In March 2016, we received the third party consent to complete the partial sale of our SMP investment, representing approximately 8.56% of SMP's total shares outstanding. We had previously received an advance payment of $35.0 million, representing the purchase price, which was recorded as a deposit for investment distribution within current liabilities on our balance sheet at December 31, 2015. For the three months ended March 31, 2016, we recorded a loss of $6.1 million on this sale because the carrying amount of the SMP shares sold, including the effects of currency translation adjustments, exceeded the proceeds from the sale. This loss is recorded within other, net in our statements of operations. Our ownership interest decreased from 28.32% to 19.76% as a result of the sale. While our equity ownership decreased below 20.00%, we continued to account for SMP as an equity method investment under applicable accounting standards. On May 3, 2016, SMP filed an application for rehabilitation under Korean law, which is similar to a reorganization under U.S. bankruptcy law, due to liquidity issues. The uncertainties resulting from this filing and the filing by SMP’s largest shareholder and customer, SunEdison, for Chapter 11 bankruptcy protection in the United States Bankruptcy Court, Southern District of New York on April 21, 2016, triggered an interim impairment analysis, resulting in the recording of $86.9 million other-than-temporary impairment charge, net of tax, for the three months ended March 31, 2016 and six months ended June 30, 2016. This impairment loss is recorded in equity in loss of equity method investments in our consolidated statement of operations. Impairment charges were measured based on the amount by which the carrying value of this investment exceeded its estimated fair value based on management's level 3 assumptions. As a result of this impairment, our investment in SMP recorded on our balance sheet as of June 30, 2016 is zero . We have lost significant influence over the operating and financial decisions of SMP as a result of the legal process related to SMP’s rehabilitation application filing, which was approved on June 13, 2016 by the Korean bankruptcy court. Most operational and financial decisions are now under the purview of the Korean bankruptcy court. This loss of significant influence resulted in our changing the accounting for our investment in SMP from the equity method to the cost method in accordance with U.S. GAAP. This change to cost method accounting resulted in the recognition of the remaining $11.0 million of accumulated currency translation losses related to this investment which is recorded in our consolidated statement of operations for the three and six months ended June 30, 2016 as equity in loss of equity method investments. |
Refundable Customer Deposits (N
Refundable Customer Deposits (Notes) | 6 Months Ended |
Jun. 30, 2016 | |
Refundable Customer Deposits [Abstract] | |
Refundable Customer Deposits [Text Block] | REFUNDABLE CUSTOMER DEPOSITS We entered into an agreement with a customer who agreed to make a prepayment (the "Deposit") to us of up to approximately $40 million , as of October 29, 2015, as payment in advance for the purchase of wafers. The Deposit is to be made in three separate installments, with use of the cash restricted to the enhancement of manufacturing capabilities at one of our facilities. As of December 31, 2015, none of the agreed-upon Deposit had been received. By June 30, 2016, however, we had received all installments, and had a balance of approximately $39 million of refundable customer deposits recorded as a long-term liability on our consolidated balance sheet related to this agreement. We have used approximately $19 million of the customer deposits to fund our capital expenditures, with the remainder recorded as restricted cash within other long term assets on our consolidated balance sheet. The customer will recover the Deposit by making 36 consecutive monthly deductions against accounts receivable due to the Company, or by repayments in cash by the Company, beginning January 31, 2018 and ending December 31, 2020. The customer deposits for which their restricted purpose has been met are reflected in the financing activities section of the statements of cash flows. The repayment of the Deposit to the customer is secured by a surety bond guaranteeing 100% of the Deposit. The surety bond and the agreements related to the Deposit are excluded from covenant calculations in our senior secured credit facility discussed in Note 6 below. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | DEBT Debt outstanding consists of the following: As of June 30, 2016 As of December 31, 2015 Total Principal Current Portion Long-Term Total Principal Current Portion Long-Term In millions Long-term debt $ 203.2 $ 11.7 $ 191.5 $ 198.6 $ 6.7 $ 191.9 Senior Secured Credit Facility The Company and its direct subsidiary, SunEdison Semiconductor B.V. ("SSBV" or the “Borrower”), entered into a credit agreement on May 27, 2014, which was subsequently amended on December 29, 2015 as discussed below ("Amendment of and Prepayment under 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 provided 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 June 30, 2016, but $8.0 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 principal repayment schedule was adjusted after the prepayment discussed below. The Term Facility was issued at a discount of 1.00% , or $2.1 million , which is being amortized as an increase in interest expense over the term of the Term Facility. We incurred $10.2 million of financing fees related to the Credit Facility that were capitalized and are being amortized over the term of the respective Term Facility and Revolving Facility. In connection with our adoption of ASU No. 2015-03 effective December 31, 2015, the capitalized financing fees are presented in the consolidated balance sheet as a direct deduction from the carrying amount of the Term 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 eurocurrency base rate for the Term Facility shall at no time be less than 1.00% per annum. Interest is paid quarterly in arrears, and at the maturity date of each facility for loans bearing interest with reference to the base rate. Interest is 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 is 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. As of June 30, 2016, the interest rate on the Credit Facility was 6.50% . 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 2.5 to 1.0 for quarters ending after September 30, 2015. Pursuant to the Credit Facility, a change of control (as defined in the Credit Facility) constitutes an event of default. 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 million. We were in compliance with all covenants of the Credit Facility as of June 30, 2016 . MKC Financing Effective December 30, 2015, MEMC Korea Company, Ltd. ("MKC") entered into term loan agreements for an aggregate principal amount of 50 billion South Korean Won ("KRW") with three banks as follows (the "MKC Financing"): (i) Shinhan Bank - term loan with a principal amount of KRW 20 billion at an interest rate equal to the average 91-day CD rate plus 2.10% (the "Shinhan Term Loan"), (ii) Hana Bank - term loan with a principal amount of KRW 20 billion at an interest rate equal to the average 91-day CD rate plus 2.13% (the "Hana Term Loan"), and (iii) Korea Development Bank - term loan with a principal amount of KRW 10 billion at an interest rate of the average 91-day CD rate plus 2.18% (the "KDB Term Loan" and, together with the Shinhan Term Loan and the Hana Term Loan, collectively, the "Korean Term Loans"). As of December 31, 2015, KRW 5 billion of the KDB Term Loan remained unfunded, but was funded in January 2016. As of June 30, 2016, the weighted average interest rate on the Korean Term Loans was 3.50% . Each of the Korean Term Loans has a term of 36 months and is secured by a mortgage of MKC’s real property and equipment. In addition, the Hana Term Loan is secured by a pledge of MKC funds on deposit at Hana Bank in the amount of KRW 3.1 billion . The proceeds of the Korean Term Loans were used to make a prepayment of the outstanding principal of the Term Facility, as outlined below. Shinhan Bank, Hana Bank, and Korea Development Bank, and their respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company and its affiliates for which they have received, or will receive, customary fees and expenses. Amendment of and Prepayment under Credit Agreement Concurrent with the MKC Financing, the Company and SSBV, entered into the First Amendment to Credit Agreement (the “First Amendment”), by and among the Borrower, the Company, the other guarantors party thereto, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent (in such capacity, the “Administrative Agent”), thereby amending the Credit Agreement, dated as of May 27, 2014 (as amended, the "Credit Agreement"). On December 29, 2015, the Company and the Borrower executed and delivered the First Amendment, which is dated as of December 22, 2015 and, pursuant to its terms, became effective on December 29, 2015. The First Amendment provides, in part, for the termination, release and discharge of all of the obligations of MKC (a subsidiary of the Borrower and formerly a guarantor under the Credit Facility) under the Credit Facility and other loan documents, and the release of the Administrative Agent’s liens on MKC’s assets and the equity interests in MKC. In connection with such release, certain covenants were added to the Credit Facility with respect to MKC, including (i) a requirement that the Borrower cause MKC to utilize a portion of any cash available for distribution to pay an annual dividend to the Borrower or one of our other subsidiaries, (ii) limits on our rights to make future investments in MKC, as well as our ability to settle historical intercompany trade balances, and the level of future net intercompany trade balances between MKC and the Company and its other subsidiaries, and (iii) restrictions on MKC’s incurrence of future indebtedness. In connection with the First Amendment, the Borrower made a $40 million prepayment of the outstanding principal under the Term Facility (the “Prepayment”) and, in accordance with the terms of the Credit Agreement, also paid a 1% call premium with the proceeds of the MKC Financing. The Prepayment was completed by the Borrower on December 30, 2015. The Borrower will be obligated to make two additional prepayments, each in an amount of $5 million , on the dates that are 10 months and 13 months after the effective date of the First Amendment (October 31, 2016 and January 31, 2017, respectively). Also, as part of the First Amendment, the lenders’ aggregate commitment under the Borrower’s Revolving Facility was reduced from $50 million to $40 million . Other Financing Arrangements In addition to the borrowing capacity under the $40 million Revolving Facility, we have other committed financing arrangements of $30.9 million at June 30, 2016 . There was $9.3 million in short-term borrowings outstanding under these committed financing arrangements as of June 30, 2016 , that bear variable interest rates of between 1% to 3% . In addition to the $9.3 million outstanding, $7.8 million was unavailable because it relates to the issuance of third party letters of credit and bank guarantees, which are excluded from the definition of indebtedness under the Credit Facility. Interest rates are negotiated at the time of the borrowings. The estimated fair value of our debt was $ 211.5 million and $203.5 million as of June 30, 2016 and December 31, 2015 , respectively. The fair value of this debt is estimated using a discounted cash flow model (Level 2 assumptions) with consideration for our non-performance risk (Level 3 assumptions). |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | SHAREHOLDERS' EQUITY Ordinary Shares The Company and SunEdison agreed, effective concurrently with the secondary public offering of our shares by SunEdison on January 20, 2015, to replace 25% of the equity-based compensation awards relating to SunEdison stock that were unvested and held by our employees (including our non-US employees, subject to applicable local laws) with adjusted stock options and restricted stock units ("RSUs"), as applicable, for the Company’s ordinary shares, each of which generally preserves the value of the original awards. SunEdison agreed to maintain the balance of the awards ( 75% ). 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 SunEdison options, continue 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 RSUs to employees and non-employee directors. There were 3.2 million shares remaining available for future grant under these plans as of June 30, 2016 . The following table presents information regarding outstanding stock options as of June 30, 2016 , and related changes during the six months ended June 30, 2016 : Shares Weighted-Average Exercise Price Aggregate Intrinsic Value (in millions) Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 2,932,614 $ 15.83 Granted 1,560,550 6.27 Exercised (2,858 ) 2.65 Forfeited (42,368 ) 16.54 Expired — — Outstanding at June 30, 2016 4,447,938 $ 12.48 $ 0.7 8.6 Options exercisable at June 30, 2016 1,317,066 $ 13.86 $ 0.7 7.6 The weighted-average fair value of stock options on the date of grant was $6.27 for the six months ended June 30, 2016 . The following table presents information regarding outstanding RSUs as of June 30, 2016 , and related changes during the six months ended June 30, 2016 : Restricted Stock Units Aggregate Intrinsic Value (in millions) Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 1,814,957 Granted 1,057,250 Converted (376,736 ) Forfeited (65,989 ) Outstanding at June 30, 2016 2,429,482 $ 14.4 1.8 The weighted-average fair value of restricted stock units on the date of grant was $ 6.26 for the six months ended June 30, 2016 . Stock-based compensation expense for the three and six months ended June 30, 2016 and 2015 was as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 In millions Cost of goods sold $ 1.2 $ 0.9 $ 2.2 $ 2.0 Marketing and administration 2.3 1.5 4.4 3.3 Research and development 0.6 1.0 1.4 1.7 Stock-based employee compensation $ 4.1 $ 3.4 $ 8.0 $ 7.0 The amount of stock-based compensation cost capitalized into inventory and fixed assets was not material for the three and six months ended June 30, 2016 and 2015 . Further, the recognition of excess tax benefits from share-based payment arrangements was not material for the three and six months ended June 30, 2016 and 2015 . |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share [Text Block] | LOSS PER SHARE Basic loss per share is computed by dividing net loss by the number of weighted-average ordinary shares outstanding during the period. Diluted 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 loss per share by application of the treasury stock method. Basic and diluted loss per share for the three month periods ended June 30, 2016 and 2015 was calculated as follows: Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 In millions, except per share amounts Basic Diluted Basic Diluted Numerator: Net loss $ (48.5 ) $ (48.5 ) $ (15.5 ) $ (15.5 ) Denominator: Weighted-average shares outstanding 42.0 42.0 41.6 41.6 Loss per share $ (1.15 ) $ (1.15 ) $ (0.37 ) $ (0.37 ) Basic and diluted loss per share for the six month periods ended June 30, 2016 and 2015 was calculated as follows: Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 In millions, except per share amounts Basic Diluted Basic Diluted Numerator: Net loss $ (165.6 ) $ (165.6 ) $ (24.8 ) $ (24.8 ) Denominator: Weighted-average shares outstanding 42.0 42.0 41.6 41.6 Loss per share $ (3.94 ) $ (3.94 ) $ (0.60 ) $ (0.60 ) The computations for diluted loss per share for the three and six months ended June 30, 2016 exclude options to purchase approximately 4.4 million shares and 2.4 million RSUs, respectively, because the effect would have been anti-dilutive. The computations for diluted loss per share for the three and six months ended June 30, 2015 exclude options to purchase approximately 3.0 million shares and 1.8 million RSUs, respectively, because the effect would have been anti-dilutive. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | ACCUMULATED OTHER COMPREHENSIVE LOSS Comprehensive 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 currency translation and pension and post-employment liabilities. The following table presents the changes in each component of accumulated other comprehensive loss, net of tax: Three Months Ended June 30, Six Months Ended June 30, In millions 2016 2015 2016 2015 Currency translation adjustments Beginning balance $ (133.0 ) $ (138.4 ) $ (154.7 ) $ (116.5 ) Other comprehensive income (loss) before reclassifications 8.0 (4.7 ) 22.5 (26.6 ) Amounts reclassified from accumulated other comprehensive loss 11.0 — 18.2 — Net other comprehensive income (loss) 19.0 (4.7 ) 40.7 (26.6 ) Balance at June 30 $ (114.0 ) $ (143.1 ) $ (114.0 ) $ (143.1 ) Pension and post-employment liabilities Beginning balance $ (49.8 ) $ (57.5 ) $ (50.2 ) $ (57.6 ) Other comprehensive loss before reclassifications — (0.2 ) — (0.5 ) Amounts reclassified from accumulated other comprehensive loss 0.4 0.6 0.8 1.0 Net other comprehensive income 0.4 0.4 0.8 0.5 Balance at June 30 $ (49.4 ) $ (57.1 ) $ (49.4 ) $ (57.1 ) Accumulated other comprehensive loss at June 30 $ (163.4 ) $ (200.2 ) $ (163.4 ) $ (200.2 ) The following table presents reclassifications from accumulated other comprehensive loss and the affected line in the condensed consolidated statement of operations: Three Months Ended June 30, Six Months Ended June 30, In millions 2016 2015 2016 2015 Condensed Consolidated Statement of Operations Currency translation loss on SMP investment due to change to cost method accounting $ (11.0 ) $ — $ (11.0 ) $ — Equity in loss of equity method investments, net of tax Currency translation loss on partial sale of SMP investment $ — $ — $ (7.2 ) $ — Other, net Amortization of net actuarial loss and prior service cost $ (0.4 ) $ (0.6 ) $ (0.8 ) $ (1.0 ) Marketing and administration |
Derivitives and Hedging Instrum
Derivitives and Hedging Instruments | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 As of December 31, 2015 Derivatives not designated as hedging: Currency forward contracts (1) Prepaid and other current assets $ 0.7 $ 0.5 Currency forward contracts (1) Accrued liabilities $ (0.4 ) $ (0.6 ) (1) Currency forward contracts are recorded on the condensed consolidated balance sheet at fair value using Level 1 inputs. Gains (Losses) Three Months Ended June 30, Six Months Ended June 30, In millions Statement of Operations Classification 2016 2015 2016 2015 Derivatives not designated as hedging: Currency forward contracts Other, net $ 2.4 $ (1.9 ) $ 8.4 $ (0.1 ) We utilize currency forward contracts to mitigate the financial market risks of fluctuations in currency exchange rates. We do not use derivative financial instruments for speculative or trading purposes. Gains and losses on non-U.S. currency exposures are generally offset by corresponding losses and gains on the related hedging instruments, reducing the net exposure to the Company. 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 South Korean won, new Taiwan dollar, Japanese yen, Malaysian ringgit, and euro. We have established transaction-based hedging programs to protect against reductions in value and volatility of future cash flows caused by changes in currency exchange rates. Our hedging programs reduce, but do not always eliminate, the impact of 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 risk of credit loss is limited to any gain on our outstanding contracts with these institutions. These currency forward contracts had net notional amounts of $134.1 million and $115.7 million as of June 30, 2016 and December 31, 2015 , respectively, and are accounted for as economic hedges, for which hedge accounting is not applied. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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 | 6 Months Ended |
Jun. 30, 2016 | |
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 condensed 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 allowances, as of June 30, 2016 and December 31, 2015, were $28.7 million and $30.3 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 June 30, 2016. 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 related to uncertain tax positions for the six month period ended June 30, 2016 was $1.1 million , which included an increase to the reserve for uncertain tax positions of $0.6 million related to the potential loss of treaty benefits for withholding tax on intercompany transactions and an increase of $0.6 million related to the expected closure of an ongoing tax authority examination. These increases were offset by a favorable reduction of $0.1 million related to the closure of a foreign tax examination. The accrual for uncertain tax positions as of June 30, 2016 and December 31, 2015 was $6.7 million and $5.6 million , respectively. We are domiciled in Singapore. Management reviewed its repatriation policy during 2016 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. During the first quarter of 2016, management concluded that the undistributed earnings of one wholly-owned non-Singapore subsidiary would be distributed in the foreseeable future. These earnings were previously considered permanently reinvested in the business and we have recognized the tax impacts related to this decision as a discrete tax expense of $1.0 million in the first half of the year. There is no current intention to repatriate the earnings of any other non-Singapore subsidiaries. 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. However, we currently believe that any additional repatriation tax effects would have minimal impact on future cash flows. Of our cash and cash equivalents as of June 30, 2016, $62.4 million was held by our non-Singapore subsidiaries, a portion of which may be subject to repatriation tax effects. |
Basis of Presentation Accountin
Basis of Presentation Accounting policy (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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 ("U.S. 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 ("U.S.") 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 U.S. GAAP have been condensed or omitted pursuant to SEC rules and regulations. Results of operations for the six months ended June 30, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016. 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, 2015, which contains SunEdison Semiconductor's audited financial statements for such year. As of and after the closing of the secondary offering on July 1, 2015, in which SunEdison, Inc. ("SunEdison") sold all of its shares in the Company, transactions with SunEdison are no longer considered related party transactions. Historical affiliate amounts and transactions are shown on the condensed consolidated financial statements for the six months ended June 30, 2015. |
Use of Estimates, Policy [Policy Text Block] | 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, 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. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain amounts in prior periods have been reclassified to conform with the presentation adopted in the current period. |
New Accounting Pronouncements, Policy [Policy Text Block] | Accounting Standards Updates The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers , in May 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 U.S. GAAP when it becomes effective. The new standard, as amended, is effective for us on January 1, 2018. Early application is permitted for fiscal years beginning after December 15, 2016 and interim periods within those years. The standard permits the use of either the retrospective or cumulative effect transition method. We are in the process of performing an assessment but have not determined which transition method we will adopt, but do not anticipate a material impact on our consolidated financial statements and related disclosures upon adoption of ASU 2014-09. The FASB issued ASU No. 2016-02, Leases (Topic 842) , which requires lessees to recognize most leases, including operating leases, on the balance sheet. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting is largely unchanged under the new guidance. The new standard is effective for us on January 1, 2019, with early adoption permitted. The standard should be applied retrospectively, with elective reliefs, which requires application of the new guidance for all periods presented. We have not fully evaluated the impact of this standard, but do anticipate that it will have a material impact on our consolidated financial statements and disclosures related to our current operating leases. The FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting , which eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The new standard is effective for us on January 1, 2017, with early adoption permitted. The standard should be applied prospectively upon the effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. We have evaluated the impact of this standard and expect that it will not have a material impact on our consolidated financial statements and related disclosures upon adoption. The FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new standard is effective for us on January 1, 2017, with early adoption permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. All amendments must be adopted in the same period. We have adopted this standard as of June 30, 2016 and its adoption did not have a material impact on our consolidated financial statements and related disclosures. The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new standard is effective for us on January 1, 2020, with early adoption permitted for us on January 1, 2019. The amendments must be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We have not fully evaluated the impact of this standard, but do not anticipate that it will have a material impact on our consolidated financial statements and disclosures related to our credit losses. |
Restructuring and Related Act21
Restructuring and Related Activities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
2015 Ipoh Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Costs [Table Text Block] | Details of the 2016 expenses, cash payments, and expected costs incurred related to the 2015 Ipoh Plan are set out in the following table: As of June 30, 2016 In millions Accrued Year-to-date Restructuring Charges Cash Payments Currency Accrued June 30, 2016 Cumulative Costs Incurred Total Costs Expected to be Incurred 2015 Ipoh Plan Severance and employee benefits $ 2.9 $ 1.5 $ (0.5 ) $ (0.1 ) $ 3.8 $ 4.6 $ 4.6 Contract termination — — — — — — 0.6 Other — 0.1 (0.1 ) — — 0.1 7.7 Total $ 2.9 $ 1.6 $ (0.6 ) $ (0.1 ) $ 3.8 $ 4.7 $ 12.9 |
2011 US Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Costs [Table Text Block] | Details of the 2016 expenses, cash payments, and expected costs incurred related to the 2011 Global Plan are set out in the following table: As of June 30, 2016 In millions Accrued December 31, 2015 Year-to-date Restructuring Charges Cash Payments Non-Cash Settlements Currency Accrued June 30, 2016 Cumulative Costs Incurred Total Costs Expected to be Incurred 2011 Global Plan Severance and employee benefits $ 0.7 $ — $ — $ — $ — $ 0.7 $ 22.9 $ 22.9 Contract termination — — — — — — 106.5 106.5 Other 8.1 — (0.1 ) (5.2 ) 0.2 3.0 36.8 36.8 Total $ 8.8 $ — $ (0.1 ) $ (5.2 ) $ 0.2 $ 3.7 $ 166.2 $ 166.2 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following: As of June 30, 2016 As of December 31, 2015 In millions Raw materials and supplies $ 36.5 $ 33.3 Goods in process 41.3 43.6 Finished goods 36.7 32.4 Total inventories $ 114.5 $ 109.3 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Debt outstanding consists of the following: As of June 30, 2016 As of December 31, 2015 Total Principal Current Portion Long-Term Total Principal Current Portion Long-Term In millions Long-term debt $ 203.2 $ 11.7 $ 191.5 $ 198.6 $ 6.7 $ 191.9 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table presents information regarding outstanding stock options as of June 30, 2016 , and related changes during the six months ended June 30, 2016 : Shares Weighted-Average Exercise Price Aggregate Intrinsic Value (in millions) Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 2,932,614 $ 15.83 Granted 1,560,550 6.27 Exercised (2,858 ) 2.65 Forfeited (42,368 ) 16.54 Expired — — Outstanding at June 30, 2016 4,447,938 $ 12.48 $ 0.7 8.6 Options exercisable at June 30, 2016 1,317,066 $ 13.86 $ 0.7 7.6 |
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 June 30, 2016 , and related changes during the six months ended June 30, 2016 : Restricted Stock Units Aggregate Intrinsic Value (in millions) Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 1,814,957 Granted 1,057,250 Converted (376,736 ) Forfeited (65,989 ) Outstanding at June 30, 2016 2,429,482 $ 14.4 1.8 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Stock-based compensation expense for the three and six months ended June 30, 2016 and 2015 was as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 In millions Cost of goods sold $ 1.2 $ 0.9 $ 2.2 $ 2.0 Marketing and administration 2.3 1.5 4.4 3.3 Research and development 0.6 1.0 1.4 1.7 Stock-based employee compensation $ 4.1 $ 3.4 $ 8.0 $ 7.0 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Basic and diluted loss per share for the three month periods ended June 30, 2016 and 2015 was calculated as follows: Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 In millions, except per share amounts Basic Diluted Basic Diluted Numerator: Net loss $ (48.5 ) $ (48.5 ) $ (15.5 ) $ (15.5 ) Denominator: Weighted-average shares outstanding 42.0 42.0 41.6 41.6 Loss per share $ (1.15 ) $ (1.15 ) $ (0.37 ) $ (0.37 ) Basic and diluted loss per share for the six month periods ended June 30, 2016 and 2015 was calculated as follows: Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 In millions, except per share amounts Basic Diluted Basic Diluted Numerator: Net loss $ (165.6 ) $ (165.6 ) $ (24.8 ) $ (24.8 ) Denominator: Weighted-average shares outstanding 42.0 42.0 41.6 41.6 Loss per share $ (3.94 ) $ (3.94 ) $ (0.60 ) $ (0.60 ) |
Accumulated Other Comprehensi26
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, Six Months Ended June 30, In millions 2016 2015 2016 2015 Currency translation adjustments Beginning balance $ (133.0 ) $ (138.4 ) $ (154.7 ) $ (116.5 ) Other comprehensive income (loss) before reclassifications 8.0 (4.7 ) 22.5 (26.6 ) Amounts reclassified from accumulated other comprehensive loss 11.0 — 18.2 — Net other comprehensive income (loss) 19.0 (4.7 ) 40.7 (26.6 ) Balance at June 30 $ (114.0 ) $ (143.1 ) $ (114.0 ) $ (143.1 ) Pension and post-employment liabilities Beginning balance $ (49.8 ) $ (57.5 ) $ (50.2 ) $ (57.6 ) Other comprehensive loss before reclassifications — (0.2 ) — (0.5 ) Amounts reclassified from accumulated other comprehensive loss 0.4 0.6 0.8 1.0 Net other comprehensive income 0.4 0.4 0.8 0.5 Balance at June 30 $ (49.4 ) $ (57.1 ) $ (49.4 ) $ (57.1 ) Accumulated other comprehensive loss at June 30 $ (163.4 ) $ (200.2 ) $ (163.4 ) $ (200.2 ) |
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 June 30, Six Months Ended June 30, In millions 2016 2015 2016 2015 Condensed Consolidated Statement of Operations Currency translation loss on SMP investment due to change to cost method accounting $ (11.0 ) $ — $ (11.0 ) $ — Equity in loss of equity method investments, net of tax Currency translation loss on partial sale of SMP investment $ — $ — $ (7.2 ) $ — Other, net Amortization of net actuarial loss and prior service cost $ (0.4 ) $ (0.6 ) $ (0.8 ) $ (1.0 ) Marketing and administration |
Derivitives and Hedging Instr27
Derivitives and Hedging Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 As of December 31, 2015 Derivatives not designated as hedging: Currency forward contracts (1) Prepaid and other current assets $ 0.7 $ 0.5 Currency forward contracts (1) Accrued liabilities $ (0.4 ) $ (0.6 ) (1) Currency forward contracts are recorded on the condensed consolidated balance sheet at fair value using Level 1 inputs. Gains (Losses) Three Months Ended June 30, Six Months Ended June 30, In millions Statement of Operations Classification 2016 2015 2016 2015 Derivatives not designated as hedging: Currency forward contracts Other, net $ 2.4 $ (1.9 ) $ 8.4 $ (0.1 ) |
Restructuring and Related Act28
Restructuring and Related Activities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | $ 1.1 | $ (1.4) | $ 2.6 | $ (0.2) |
2011 US Plan [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 8.8 | |||
Restructuring charges | 0 | |||
Payments for Restructuring | (0.1) | |||
Restructuring Reserve, Settled without Cash | (5.2) | |||
Restructuring Reserve, Translation Adjustment | 0.2 | |||
Restructuring Reserve | 3.7 | 3.7 | ||
Restructuring and Related Cost, Cost Incurred to Date | 166.2 | 166.2 | ||
Restructuring and Related Cost, Expected Cost | 166.2 | 166.2 | ||
2015 Ipoh Plan [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 2.9 | |||
Restructuring charges | 1.6 | |||
Payments for Restructuring | (0.6) | |||
Restructuring Reserve, Translation Adjustment | (0.1) | |||
Restructuring Reserve | 3.8 | 3.8 | ||
Restructuring and Related Cost, Cost Incurred to Date | 4.7 | 4.7 | ||
Restructuring and Related Cost, Expected Cost | 12.9 | 12.9 | ||
Severance and employee benefits | 2011 US Plan [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 0.7 | |||
Restructuring charges | 0 | |||
Payments for Restructuring | 0 | |||
Restructuring Reserve, Translation Adjustment | 0 | |||
Restructuring Reserve | 0.7 | 0.7 | ||
Restructuring and Related Cost, Cost Incurred to Date | 22.9 | 22.9 | ||
Restructuring and Related Cost, Expected Cost | 22.9 | 22.9 | ||
Severance and employee benefits | 2015 Ipoh Plan [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 2.9 | |||
Restructuring charges | 1.5 | |||
Payments for Restructuring | (0.5) | |||
Restructuring Reserve, Translation Adjustment | (0.1) | |||
Restructuring Reserve | 3.8 | 3.8 | ||
Restructuring and Related Cost, Cost Incurred to Date | 4.6 | 4.6 | ||
Restructuring and Related Cost, Expected Cost | 4.6 | 4.6 | ||
Contract Termination [Member] | 2011 US Plan [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring and Related Cost, Cost Incurred to Date | 106.5 | 106.5 | ||
Restructuring and Related Cost, Expected Cost | 106.5 | 106.5 | ||
Contract Termination [Member] | 2015 Ipoh Plan [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring and Related Cost, Expected Cost | 0.6 | 0.6 | ||
Other | 2011 US Plan [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 8.1 | |||
Restructuring charges | 0 | |||
Payments for Restructuring | (0.1) | |||
Restructuring Reserve, Settled without Cash | (5.2) | |||
Restructuring Reserve, Translation Adjustment | 0.2 | |||
Restructuring Reserve | 3 | 3 | ||
Restructuring and Related Cost, Cost Incurred to Date | 36.8 | 36.8 | ||
Restructuring and Related Cost, Expected Cost | 36.8 | 36.8 | ||
Other | 2015 Ipoh Plan [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 0.1 | |||
Payments for Restructuring | (0.1) | |||
Restructuring and Related Cost, Cost Incurred to Date | 0.1 | 0.1 | ||
Restructuring and Related Cost, Expected Cost | $ 7.7 | $ 7.7 |
Restructuring and Related Act29
Restructuring and Related Activities (Narrative) (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015 | |
Restructuring Plan [Line Items] | |||||
Tangible Asset Impairment Charges | $ 14.7 | $ 1.2 | $ 14.7 | $ 1.3 | |
Restructuring charges | 1.1 | (1.4) | $ 2.6 | (0.2) | |
2015 Ipoh Plan [Member] | |||||
Restructuring Plan [Line Items] | |||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | 650 | ||||
Restructuring charges | $ 1.6 | ||||
Payments for Restructuring | $ (0.6) | ||||
2014 Plan [Member] | |||||
Restructuring Plan [Line Items] | |||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | 120 | ||||
Restructuring charges | 0.4 | (0.3) | $ 1 | (0.5) | |
Q4 2014 Workforce Restructuring Plan [Member] | |||||
Restructuring Plan [Line Items] | |||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | 120 | ||||
Restructuring Costs | $ 0.4 | $ 1 | |||
2011 US Plan [Member] | |||||
Restructuring Plan [Line Items] | |||||
Restructuring Reserve, Settled without Cash | 5.2 | ||||
Fair Value, Net Asset (Liability) | $ 0 | 0 | |||
Restructuring charges | 0 | ||||
Payments for Restructuring | (0.1) | ||||
Other Restructuring [Member] | 2015 Ipoh Plan [Member] | |||||
Restructuring Plan [Line Items] | |||||
Restructuring charges | 0.1 | ||||
Payments for Restructuring | (0.1) | ||||
Other Restructuring [Member] | 2011 US Plan [Member] | |||||
Restructuring Plan [Line Items] | |||||
Restructuring Reserve, Settled without Cash | 5.2 | ||||
Restructuring charges | 0 | ||||
Payments for Restructuring | (0.1) | ||||
Other Assets [Member] | Other Restructuring [Member] | 2011 US Plan [Member] | |||||
Restructuring Plan [Line Items] | |||||
Tangible Asset Impairment Charges | $ 19.9 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory [Abstract] | ||
Raw materials and supplies | $ 36.5 | $ 33.3 |
Goods in process | 41.3 | 43.6 |
Finished goods | 36.7 | 32.4 |
Total inventories | $ 114.5 | $ 109.3 |
Equity Method Investment (Narra
Equity Method Investment (Narrative)(Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Feb. 05, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | |
Equity Method Investment [Line Items] | ||||||||
Tangible Asset Impairment Charges | $ 14,700,000 | $ 1,200,000 | $ 14,700,000 | $ 1,300,000 | ||||
Equity Method Investment, Ownership Percentage | 19.76% | 28.32% | 30.02% | |||||
Percentage Of Our SMP Investment To Be Sold To Third Party | 30.00% | |||||||
Percentage Of Total SMP Ownership To Be Sold To Third Party | 8.56% | |||||||
Deposit for investment distribution | $ 0 | $ 0 | $ 35,000,000 | |||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ (6,100,000) | |||||||
SMP, Ltd. [Member] | ||||||||
Equity Method Investment [Line Items] | ||||||||
Equity Method Investments | 0 | |||||||
Tangible Asset Impairment Charges | 86,900,000 | |||||||
SMP, Ltd. [Member] | Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||||||
Equity Method Investment [Line Items] | ||||||||
Equity Method Investments | $ (11,000,000) |
Refundable Customer Deposits 32
Refundable Customer Deposits (Narrative)(Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Refundable Customer Deposits [Abstract] | |
Customer Advances, Maximum Potential Prepayment | $ 40 |
Customer Advance, Funded Portion | 39 |
Customer Advance, Funded Portion Used Towards Restricted Purpose | $ 19 |
Portion of Customer Advance Secured by Surety Bond | 100.00% |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Total Principal | $ 203.2 | $ 198.6 |
Current portion, long-term debt | 11.7 | 6.7 |
Long-term debt, less current portion | $ 191.5 | $ 191.9 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) $ in Thousands, ₩ in Billions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2016KRW (₩) | Jun. 30, 2016USD ($) | Dec. 31, 2015KRW (₩) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | |
Interest rates [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | 6.50% | |||||
Line of Credit Facility, Commitment Fee Percentage | 5.50% | ||||||
Total Principal | $ 203,200 | $ 198,600 | |||||
Pledged Assets Separately Reported, Securities Pledged as Collateral, at Fair Value | ₩ | ₩ 3.1 | ||||||
Prepayment of Long-term Debt | $ 40,000 | ||||||
Call Premium | 1.00% | ||||||
Future Prepayment on Long-term Debt at Ten Months After Effective Date of the First Amendment | 5,000 | ||||||
Future Prepayment on Long-term Debt at Ten Months After Effective Date of the First Amendment | 5,000 | ||||||
Proceeds from Issuance of Debt | $ 210,000 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 40,000 | $ 50,000 | |||||
Letters of credit maximum borrowing capacity | 15,000 | ||||||
Swing line loan maximum borrowing capacity | 15,000 | ||||||
Debt Instrument, Maturity Date, Description | The Term Facility has a five-year term, ending May 27, 2019 | ||||||
Letters of Credit Outstanding, Amount | 8,000 | ||||||
Debt Instrument, Periodic Payment, Principal | $ 525 | ||||||
Original issue discount percentage on debt | 1.00% | ||||||
Original issue discount amount on debt | $ 2,100 | ||||||
Debt Issuance Cost | $ 10,200 | ||||||
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 2.5 to 1.0 for quarters ending after September 30, 2015. Pursuant to the Credit Facility, a change of control (as defined in the Credit Facility) constitutes an event of default. 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 million. | ||||||
ShortTermCommittedFinancingArrangementsMaximumAmount | 30,900 | ||||||
Short-term Debt | 9,300 | 6,600 | |||||
ShortTermCommittedFinancingArrangementsUnavailableAmountDueToThirdPartyLettersOfCredit | 7,800 | ||||||
Debt, Fair Value, Including Short-Term Borrowings | $ 211,500 | $ 203,500 | |||||
Base Rate [Member] | |||||||
Interest rates [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | 4.50% | |||||
Spread over LIBOR [Member] | |||||||
Interest rates [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | 5.50% | |||||
Minimum [Member] | Base Rate [Member] | |||||||
Interest rates [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | |||||
Shinhan Bank Term Loan [Member] | |||||||
Interest rates [Line Items] | |||||||
Debt Instrument, Interest Rate Terms | average 91-day CD rate plus 2.10% | ||||||
Short-term Debt [Member] | |||||||
Interest rates [Line Items] | |||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | 1.00% | ||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | 3.00% | ||||||
Hana Bank Term Loan [Member] | |||||||
Interest rates [Line Items] | |||||||
Debt Instrument, Interest Rate Terms | average 91-day CD rate plus 2.13% | ||||||
Korea Development Bank Term Loan [Member] | |||||||
Interest rates [Line Items] | |||||||
Debt Instrument, Interest Rate Terms | average 91-day CD rate plus 2.18% | ||||||
MKC Financing [Member] | |||||||
Interest rates [Line Items] | |||||||
Total Principal | ₩ | ₩ 50 | ||||||
Debt, Weighted Average Interest Rate | 3.50% | 3.50% | |||||
MKC Financing [Member] | Shinhan Bank Term Loan [Member] | |||||||
Interest rates [Line Items] | |||||||
Total Principal | ₩ | ₩ 20 | ||||||
MKC Financing [Member] | Hana Bank Term Loan [Member] | |||||||
Interest rates [Line Items] | |||||||
Total Principal | ₩ | 20 | ||||||
MKC Financing [Member] | Korea Development Bank Term Loan [Member] | |||||||
Interest rates [Line Items] | |||||||
Total Principal | ₩ | ₩ 10 | ||||||
Unfunded Loan Commitment [Member] | MKC Financing [Member] | Korea Development Bank Term Loan [Member] | |||||||
Interest rates [Line Items] | |||||||
Total Principal | ₩ | ₩ 5 |
Shareholders' Equity Schedule O
Shareholders' Equity Schedule Of Share Based Compensation Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at December 31, 2015 | 2,932,614 | |
Granted | 1,560,550 | |
Exercised | (2,858) | |
Forfeited | (42,368) | |
Expired | 0 | |
Outstanding at June 30, 2016 | 4,447,938 | |
Options exercisable at June 30, 2016 | 1,317,066 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding | $ 12.48 | $ 15.83 |
Granted | 6.27 | |
Exercised | 2.65 | |
Forfeited | 16.54 | |
Expired | 0 | |
Options exercisable at June 30, 2016 | $ 13.86 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ||
Outstanding at June 30, 2016 | $ 0.7 | |
Options exercisable at June 30, 2016 | $ 0.7 | |
Options, Outstanding, Weighted Average Remaining Contractual Life (years) | 8 years 7 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 7 months |
Shareholders' Equity Schedule36
Shareholders' Equity Schedule Of Share Based Compensation RSU Activity (Details) $ / shares in Millions | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Stock Based Compensation [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value, Amount Per Share | $ / shares | $ 14.4 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 9 months |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Outstanding at December 31, 2015 | 1,814,957 |
Granted | 1,057,250 |
Converted | (376,736) |
Forfeited | (65,989) |
Outstanding at June 30, 2016 | 2,429,482 |
Shareholders' Equity Stock base
Shareholders' Equity Stock based compensation expense table (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 4.1 | $ 3.4 | $ 8 | $ 7 |
Cost of goods sold | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | 1.2 | 0.9 | 2.2 | 2 |
Marketing and administration | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | 2.3 | 1.5 | 4.4 | 3.3 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 0.6 | $ 1 | $ 1.4 | $ 1.7 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Secondary Offering [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.27 | |||||
Ordinary shares | $ 964.9 | $ 964.9 | $ 957.2 | |||
Granted | 1,560,550 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.27 | |||||
Shares available to be issued | 3,200,000 | 3,200,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.26 | |||||
Allocated Share-based Compensation Expense | $ 4.1 | $ 3.4 | $ 8 | $ 7 | ||
Secondary Offering [Member] | ||||||
Secondary Offering [Line Items] | ||||||
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% |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
earnings per share [Line Items] | ||||
Net loss attributable to SunEdison Semiconductor Limited shareholders | $ (48.5) | $ (15.5) | $ (165.6) | $ (24.8) |
Weighted Average Number of Shares Outstanding, Basic | 42 | 41.6 | 42 | 41.6 |
Weighted Average Number of Shares Outstanding, Diluted | 42 | 41.6 | 42 | 41.6 |
Earnings Per Share, Diluted | $ (1.15) | $ (0.37) | $ (3.94) | $ (0.60) |
Earnings Per Share, Basic | $ (1.15) | $ (0.37) | $ (3.94) | $ (0.60) |
Earnings (Loss) Per Share (Narr
Earnings (Loss) Per Share (Narrative) (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Stock Option [Member] | ||||
earnings per share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4.4 | 3 | ||
Restricted Stock Units (RSUs) [Member] | ||||
earnings per share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2.4 | 1.8 |
Accumulated Other Comprehensi41
Accumulated Other Comprehensive Loss Change in components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accumulated Other Comprenhensive Loss Roll Forward [Roll Forward] | ||||
Beginning balance | $ (204.9) | |||
Other comprehensive income (loss) | $ 19.4 | $ (4.3) | 41.5 | $ (26.1) |
Ending balance | (163.4) | (200.2) | (163.4) | (200.2) |
Currency Translation Adjustments | ||||
Accumulated Other Comprenhensive Loss Roll Forward [Roll Forward] | ||||
Beginning balance | (133) | (138.4) | (154.7) | (116.5) |
Other comprehensive (loss) income before reclassifications | 8 | (4.7) | 22.5 | (26.6) |
Amounts reclassified from accumulated other comprehensive loss (2) | 11 | 18.2 | ||
Other comprehensive income (loss) | 19 | (4.7) | 40.7 | (26.6) |
Ending balance | (114) | (143.1) | (114) | (143.1) |
Accumulated Defined Benefit Plans Adjustment [Member] | ||||
Accumulated Other Comprenhensive Loss Roll Forward [Roll Forward] | ||||
Beginning balance | (49.8) | (57.5) | (50.2) | (57.6) |
Other comprehensive (loss) income before reclassifications | 0 | (0.2) | 0 | (0.5) |
Amounts reclassified from accumulated other comprehensive loss (2) | 0.4 | 0.6 | 0.8 | 1 |
Other comprehensive income (loss) | 0.4 | 0.4 | 0.8 | 0.5 |
Ending balance | $ (49.4) | $ (57.1) | $ (49.4) | $ (57.1) |
Accumulated Other Comprehensi42
Accumulated Other Comprehensive Loss Reclassifications from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | $ (11) | $ (18.2) | ||
Currency Translation Adjustments | Amortization Of Net Actuarial (Loss) Gain and Prior Service (Cost) Credit [Member] | Gain (Loss) on Investments [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (11) | (11) | ||
Currency Translation Adjustments | Amortization Of Net Actuarial (Loss) Gain and Prior Service (Cost) Credit [Member] | Other Nonoperating Income (Expense) [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | (7.2) | $ 0 | |
Accumulated Defined Benefit Plans Adjustment [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (0.4) | $ (0.6) | (0.8) | (1) |
Accumulated Defined Benefit Plans Adjustment [Member] | Amortization Of Net Actuarial (Loss) Gain and Prior Service (Cost) Credit [Member] | General and Administrative Expense [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | $ (0.4) | $ (0.6) | $ (0.8) | $ (1) |
Derivitives and Hedging Instr43
Derivitives and Hedging Instruments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Derivative [Line Items] | |||||
Accumulated other comprehensive loss | $ (163,400,000) | $ (200,200,000) | $ (163,400,000) | $ (200,200,000) | $ (204,900,000) |
Prepaid and Other Current Assets [Member] [Domain] | Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Fair Value, Net | 700,000 | 700,000 | 500,000 | ||
Accrued Liabilities [Member] | Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Fair Value, Net | (400,000) | (400,000) | $ (600,000) | ||
Other Expense | Forward Contracts [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | $ 2,400,000 | $ (1,900,000) | $ 8,400,000 | $ (100,000) |
Derivitives and Hedging Instr44
Derivitives and Hedging Instruments (Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Foreign Exchange Forward [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 134.1 | $ 115.7 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Net | $ 28.7 | $ 30.3 |
Income Tax Expense Related to Uncertain Tax Positions | 1.1 | |
Increase to Reserve for Uncertain Tax Positions | 0.6 | |
Increase to Reserve for Uncertain Tax Positions Related to Expected Closure of an Ongoing Tax Authority Examination | 0.6 | |
Unrecognized Tax Benefits | 6.7 | $ 5.6 |
Reduction to Reserve for Uncertain Tax Positions | 0.1 | |
Cash and Cash Equivalents Subject to Repatriation | $ 62.4 |