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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2014

Commission File Number: 001-33195

TRINA SOLAR LIMITED

No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
People's Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

  ý   Form 40-F   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    o

   



SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  TRINA SOLAR LIMITED

 

By:

 

/s/ Jifan Gao


Name: Jifan Gao
Title: Chairman and Chief Executive Officer

Date: September 29, 2014                                                                         

 

 

 

 

[Signature Page to Form 6-K]



Exhibit Index

Exhibit 99.1—Recent Developments, Summary Consolidated Financial and Operating Data, Management's Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the Six Months Ended June 30, 2013 and 2014

Exhibit 99.2—Unaudited Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2013 and 2014




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Exhibit Index


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Exhibit 99.1

        Unless otherwise indicated or unless the context otherwise requires, the "Company" refers to Trina Solar Limited, its predecessor entities and its subsidiaries. "China" or "PRC" refers to the People's Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau.

Recent Developments

Solar Module Business

        During the six months ended June 30, 2014, the Company had total shipments of 1,501.3 MW, of which 172.5 MW were shipped to its own downstream power plants in China and the United Kingdom. This marked an increase of 44.4% compared to total shipments of 1,039.5 MW during the six months ended June 30, 2013. During the six months ended June 30, 2014, the Company's average selling price was $0.66 per watt, compared to $0.63 per watt during the first six months ended June 30, 2013.

        The following table sets forth the Company's manufacturing capacity and production output in MW equivalent of module production as of June 30, 2014 for each of its facilities:

Manufacturing Facility
  Annual Manufacturing
Capacity as of
June 30, 2014(1)
  Production Output for
the Six Months Ended
June 30, 2014(1)(2)
  Estimated Maximum
Annual Manufacturing
Capacity as of
December 31, 2014
 

Silicon ingots

    2,000 MW     945 MW     2,200 MW  

Silicon wafers

    1,600 MW     773 MW     1,700 MW  

Solar cells

    2,700 MW     1,259 MW     3,000 MW  

PV modules

    3,600 MW     1,526 MW     3,800 MW  

(1)
Approximate figures.

(2)
Includes modules produced but not shipped as of June 30, 2014.

        The Company anticipates that by the end of 2015 the Company's maximum annual manufacturing capacity will expand to 3,500 MW for solar cells and between 4,800 MW and 5,000 MW for PV modules.

        During the six months ended June 30, 2014, the Company's top five customers collectively accounted for 40.6% of its net sales and its largest customer contributed 15.1% of its net sales.

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        The following table sets forth the Company's total net sales by geographical region, based on record country of sales, for the six months ended June 30, 2014:

 
  Six Months Ended June 30, 2014  
Region
  Total Net Sales   Percent  
 
  (in thousands, except
for percentages)

 

Europe

             

United Kingdom

  $ 53,048     5.5 %

Germany

    15,532     1.6  

Italy

    1,466     0.2  

Spain

    2,554     0.3  

Others

    12,349     1.3  
           

Europe Total

    84,949     8.9  

China

    263,288     27.3  

United States

    328,101     34.0  

Japan

    214,090     22.2  

Others

    73,808     7.6  
           

Total

  $ 964,236     100.0 %
           
           

        On June 3, 2014, the U.S. Department of Commerce, or Commerce, released its preliminary determination that certain solar product imports from China are benefitting from illegal government subsidies and therefore potentially subject to the imposition of countervailing duties. In that regard, effective June 10, 2014, the Company's products have been subject to a preliminary cash-deposit rate of 18.56% when imported into the United States, the lowest among the Chinese exporters. In addition, on July 25, 2014, Commerce released its preliminary determination that certain solar product imports from China are potentially subject to antidumping duties. In that regard, effective July 31, 2014, the Company's products have been subject to a preliminary cash-deposit rate of 26.33%, the lowest among the Chinese exporters. As a result of these preliminary determinations, the Company's products are subject to a combined deposit rate of 29.3% when imported into the United States, taking into account both the countervailing duties and the anti-dumping duties.

Solar Power Projects

        As of June 30, 2014, the Company had solar power projects with a total value of $219.4 million, including held-for-sales projects and self-owned and operated projects. The value of the Company's held-for-sales projects was approximately $49.1 million, mainly consisting of two solar power plants with a total capacity of 23.8 MW in the United Kingdom that were connected to the grid in April 2014. The value of the Company's self-owned and operated projects was $170.3 million, mainly consisting of a 16 MW solar power station in Greece, 14 MW of which has begun operations, a 2 MW solar power station in Italy and a 4 MW solar power station in the United States, each of which began generating revenues in 2013.

        During the six months ended June 30, 2014, the Company completed solar power projects with a total capacity of 23.8 MW in Europe. As of June 30, 2014, the Company had a total project pipeline of approximately 1,139 MW, including projects with approximate capacities of 963 MW in China, 129 MW in Europe, 37 MW in Japan and 10 MW in the Middle East.

        In the first quarter of 2014, the Company successfully sold its 50 MW solar power plant in Wuwei, Gansu Province to Huadian Fuxin Energy Corporation Limited. In August 2014, the Company acquired the project rights to a 49.9 MW ground-mounted PV power project in the United Kingdom from Good Energy Group PLC. This project has already received planning consent and construction commenced in

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September 2014, with the site being expected to connect to the national grid in the first quarter of 2015. Also in August 2014, the Company entered into a share purchase agreement to acquire 90% of the equity interest in Yunnan Metallurgical New Energy, which currently has a 300 MW project under development in southern Yunnan Province. The Company is currently in the process of applying for registration of the share transfer with the Administration for Industry and Commerce.

Summary Consolidated Financial and Operating Data

        The following summary consolidated statement of operations data (other than ADS data) for the years ended December 31, 2011, 2012 and 2013 and the selected consolidated balance sheet data as of December 31, 2012 and 2013 have been derived from the Company's audited financial statements from its annual report on Form 20-F for the year ended December 31, 2013, or 2013 Annual Report. The selected consolidated balance sheet data as of December 31, 2011 have been derived from the Company's audited financial statements included in its annual report on Form 20-F for the year ended December 31, 2011.

        The following summary consolidated statement of operations data for the six months ended June 30, 2013 and 2014 and the summary consolidated balance sheet data as of June 30, 2014 have been derived from the Company's unaudited interim condensed consolidated financial statements. The Company's unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that of its audited consolidated financial statements and include all normal and recurring adjustments that the Company considers necessary for a fair statement of its financial position and operating results for the applicable dates and periods presented.

        The summary consolidated financial data should be read in conjunction with those financial statements and the accompanying notes and "Item 5. Operating and Financial Review and Prospects" included in the Company's 2013 Annual Report. The Company's consolidated financial statements are prepared and presented in accordance with U.S. GAAP. The Company's historical results do not necessarily indicate its results expected for any future periods.

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  Year Ended December 31,   Six Months Ended June 30,  
 
  2011   2012   2013   2013   2014  
 
  (in thousands, except for share, per share, operating data and percentages)
 

Consolidated Statement of Operations Data

                               

Net sales

  $ 2,047,902   $ 1,296,655   $ 1,774,971   $ 700,947   $ 964,236  

Cost of goods sold

    1,715,260     1,239,412     1,556,777     645,305     792,489  
                       

Gross profit

    332,642     57,243     218,194     55,642     171,747  

Operating expenses:

                               

Selling expenses

    100,427     118,885     132,824     61,747     58,461  

General and administrative expenses

    157,129     176,719     103,523     48,256     49,424  

Research and development expenses

    44,120     26,511     19,926     9,560     9,918  
                       

Total operating expenses

    301,676     322,115     256,273     119,563     117,803  

Income (loss) from operations

    30,966     (264,872 )   (38,079 )   (63,921 )   53,944  

Foreign exchange (loss) gain

    (27,435 )   908     (13,576 )   (22,689 )   3,743  

Interest expense

    (35,021 )   (51,887 )   (48,445 )   (26,115 )   (17,909 )

Interest income

    3,056     8,552     3,958     1,853     1,124  

Derivatives (loss) gain

    (11,393 )   8,542     2,180     1,530     353  

Other income, net

    9,317     6,797     8,696     4,973     4,101  
                       

Income (loss) before income taxes

    (30,510 )   (291,960 )   (85,266 )   (104,369 )   45,356  

Income tax (expense) benefit

    (7,310 )   25,405     13,030     6,978     (8,579 )
                       

Net (loss) income

    (37,820 )   (266,555 )   (72,236 )   (97,391 )   36,777  

Net loss attributable to the noncontrolling interests

    (1)   (1)   210     (1)   459  
                       

Net (loss) income attributable to Trina Solar Limited Shareholders

  $ (37,820 ) $ (266,555 ) $ (72,026 ) $ (97,391 ) $ 37,236  
                       
                       

(Loss) Earnings per ordinary share:

                               

Basic

  $ (0.01 ) $ (0.08 ) $ (0.02 ) $ (0.03 ) $ 0.01  

Diluted

  $ (0.01 ) $ (0.08 ) $ (0.02 ) $ (0.03 ) $ 0.01  

(Loss) Earnings per ADS:

                               

Basic

  $ (0.54 ) $ (3.77 ) $ (1.01 ) $ (1.37 ) $ 0.52  

Diluted

  $ (0.54 ) $ (3.77 ) $ (1.01 ) $ (1.37 ) $ 0.50  

Weighted average ordinary shares outstanding:

                               

Basic

    3,521,182,416     3,534,829,694     3,553,552,756     3,541,545,043     3,613,859,330  

Diluted

    3,521,182,416     3,534,829,694     3,553,552,756     3,541,545,043     3,728,220,976  

Weighted average ADS outstanding:

                               

Basic

    70,423,648     70,696,594     71,071,055     70,830,901     72,277,187  

Diluted

    70,423,648     70,696,594     71,071,055     70,830,901     74,564,420  

Consolidated Financial Data

   
 
   
 
   
 
   
 
   
 
 

Gross margin(2)

    16.2 %   4.4 %   12.3 %   7.9 %   17.8 %

Net margin(3)

    (1.8 )%   (20.6 )%   (4.1 )%   (13.9 %)   3.8 %

Consolidated Operating Data

   
 
   
 
   
 
   
 
   
 
 

PV modules shipped (in MW)

    1,512.0     1,594.0     2,584.3     1,039.5     1,501.3 (4)

Average selling price ($/W)

  $ 1.33   $ 0.78   $ 0.64   $ 0.63   $ 0.66  

(1)
The amount of net loss attributable to the noncontrolling interest is less than one thousand for the years ended December 31, 2011 and 2012 and for the six months ended June 30, 2013.

(2)
Gross margin represents the result of gross profit divided by net sales.

(3)
Net margin represents the result of net (loss) income divided by net sales.

(4)
Including 172.5 MW shipments to the Company's internal downstream power plants in China and the United Kingdom.

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  As of December 31,   As of June 30,  
 
  2011   2012   2013   2014  
 
  (in thousands)
 

Consolidated Balance Sheet Data

                         

Cash and cash equivalents

  $ 816,780   $ 807,276   $ 486,686   $ 452,156  

Restricted cash

    79,602     110,920     74,720     110,517  

Inventories

    249,779     318,504     244,532     451,218  

Accounts receivable, net

    466,537     390,157     435,092     457,812  

Total current assets

    1,768,722     1,765,487     1,521,701     1,710,622  

Property, plant and equipment, net

    919,727     893,340     889,752     1,019,506  

Total assets

    2,877,448     2,864,857     2,567,229     2,880,135  

Short-term borrowings and current portion of long-term borrowings

    389,472     875,821     935,590     669,472  

Accounts payable

    472,092     423,985     461,148     712,804  

Total current liabilities

    1,007,435     1,479,155     1,540,543     1,559,718  

Accrued warranty costs

    58,810     65,780     81,743     89,977  

Long-term borrowings, excluding current portion

    520,151     415,150     100,502     105,223  

Convertible senior notes due 2019

                172,500  

Total equity

    1,145,325     881,785     822,479     932,516  

Total liabilities and equity

  $ 2,877,448   $ 2,864,857   $ 2,567,229   $ 2,880,135  

Non-GAAP Measures

        The Company believes that earnings before interest expense, interest income, income tax benefit (expense), and depreciation and amortization, or EBITDA, is a useful financial metric to assess its operating and financial performance. In addition, the Company believes that EBITDA is widely used by other companies in its industry and may be used by investors as a measure of the Company's financial performance. The Company believes that EBITDA will provide investors with a useful tool for comparability between periods because it eliminates depreciation and amortization expense attributable to capital expenditures. The presentation of EBITDA should not be construed as an indication that its future results will be unaffected by other charges and gains that the Company considers to be outside the ordinary course of its business.

        The term EBITDA is not defined under U.S. GAAP, and EBITDA is not a measure of net income, operating income, operating performance or liquidity presented in accordance with U.S. GAAP. When assessing the Company's operating and financial performance, you should not consider this data in isolation or as a substitute for its net income, operating income or any other operating performance measure that is calculated in accordance with U.S. GAAP. The use of EBITDA has material limitations as an analytical tool, as EBITDA does not include all items that impact the Company's net loss or income for the period. In addition, the Company's EBITDA may not be comparable to EBITDA or similarly titled measures utilized by other companies since such other companies may not calculate EBITDA in the same manner as the Company does.

        A reconciliation of net (loss) income which is the most directly comparable U.S. GAAP measure, to EBITDA is provided below:

 
  Year Ended December 31,   Six Months Ended
June 30,
 
 
  2011   2012   2013   2013   2014  
 
  (in thousands)
 

Net (loss) income

  $ (37,820 ) $ (266,555 ) $ (72,236 ) $ (97,391 ) $ 36,777  

Interest expense

    35,021     51,887     48,445     26,115     17,909  

Interest income

    (3,056 )   (8,552 )   (3,958 )   (1,853 )   (1,124 )

Income tax (benefit) expense

    7,310     (25,405 )   (13,030 )   (6,978 )   8,579  

Depreciation and amortization

    69,837     111,108     116,788     68,480     58,689  
                       

EBITDA (Non-GAAP)

  $ 71,292   $ (137,517 ) $ 76,009   $ (11,627 ) $ 120,830  
                       
                       

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Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

        The following table sets forth a summary, for the periods indicated, of the Company's consolidated results of operations and each item expressed as a percentage of the Company's total net sales. The Company's historical results presented below are not necessarily indicative of the results that may be expected for any future period.

 
  Six Months Ended June 30,  
 
  2013   %   2014   %  
 
  (in thousands, except for share, per share,
ADS, per ADS, operating data and percentages)

 

Consolidated Statement of Operations Data

                         

Net sales

  $ 700,947     100.0 % $ 964,236     100.0 %

Cost of goods sold

    645,305     92.1     792,489     82.2  
                   

Gross profit

    55,642     7.9     171,747     17.8  

Operating expenses:

                         

Selling expenses

    61,747     8.8     58,461     6.1  

General and administrative expenses

    48,256     6.9     49,424     5.1  

Research and development expenses

    9,560     1.4     9,918     1.0  
                   

Total operating expenses

    119,563     17.1     117,803     12.2  

(Loss) income from operations

    (63,921 )   (9.1 )   53,944     5.6  

Foreign exchange (loss) gain

    (22,689 )   (3.2 )   3,743     0.4  

Interest expense

    (26,115 )   (3.7 )   (17,909 )   (1.9 )

Interest income

    1,853     0.3     1,124     0.1  

Derivatives gain

    1,530     0.2     353     0.0  

Other income, net

    4,973     0.7     4,101     0.4  
                   

(Loss) income before income taxes

    (104,369 )   (14.9 )   45,356     4.7  

Income tax benefit (expense)

    6,978     1.0     (8,579 )   (0.9 )
                   

Net (loss) income

    (97,391 )   (13.9 )   36,777     3.8  

Net loss attributable to the non-controlling interests

    (1)       459     0.1  
                   

Net (loss) income attributable to Trina Solar Limited shareholders

  $ (97,391 )   (13.9 %) $ 37,236     3.9 %
                   
                   

(Loss) earnings per ordinary share:

                         

Basic

  $ (0.03 )       $ 0.01        

Diluted

  $ (0.03 )       $ 0.01        

(Loss) earnings per ADS:

                         

Basic

  $ (1.37 )       $ 0.52        

Diluted

  $ (1.37 )       $ 0.50        

Weighted average ordinary shares outstanding:

                         

Basic

    3,541,545,043           3,613,859,330        

Diluted

    3,541,545,043           3,728,220,976        

Weighted average ADS outstanding:

                         

Basic

    70,830,901           72,277,187        

Diluted

    70,830,901           74,564,420        

Consolidated Financial Data

   
 
   
 
   
 
   
 
 

Gross margin(2)

          7.9 %         17.8 %

Net margin(3)

          (13.9 %)         3.8 %

Consolidated Operating Data

   
 
   
 
   
 
   
 
 

PV modules shipped (in MW)

    1,039.5           1,501.3 (4)      

Average selling price ($/W)

  $ 0.63         $ 0.66        

(1)
The amount of net loss attributable to the noncontrolling interest is less than one thousand for the six months ended June 30, 2014.

(2)
Gross margin represents the result of gross profit divided by net sales.

(3)
Net margin represents the result of net (loss) income divided by net sales.

(4)
Including 172.5 MW shipments to the Company's internal downstream power plants in China and the United Kingdom.

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Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

        Net Sales.    The Company's total net sales increased by $263.3 million, or 37.6%, from $700.9 million for the six months ended June 30, 2013 to $964.2 million for the six months ended June 30, 2014. This increase was primarily due to (i) increased shipments, from 1,039.5 MW for the six months ended June 30, 2013 to 1,328.8 MW for the six months ended June 30, 2014, excluding 172.5 MW of internal shipments to the Company's own downstream power plants in China and the United Kingdom for which the Company did not recognize any net sales under U.S. GAAP. Total PV modules shipments increased by 44.4% from 1,039.5 MW for the six months ended June 30, 2013 to 1,501.3 MW for the six months ended June 30, 2014 and (ii) an increase in average selling price of the Company's PV modules from $0.63 per watt for the six months ended June 30, 2013 to $0.66 per watt for the six months ended June 30, 2014. The increase in the shipments was primarily due to growing demand from key geographical regions, particularly in China, Japan and the United States. The year-over-year increase in the average selling price was primarily due to increased sales to countries with higher average selling price.

        Cost of Goods Sold.    The Company's cost of goods sold increased by $147.2 million, or 22.8%, from $645.3 million for the six months ended June 30, 2013 to $792.5 million for the six months ended June 30, 2014, primarily due to increased shipments, offset by improvements in operating efficiency made possible by the Company's proprietary technology and business scale. As a percentage of its total net sales, the Company's cost of goods sold decreased from 92.1% to 82.2% during these periods.

        Gross Profit.    As a result of the foregoing, the Company's gross profit increased by $116.1 million, from $55.6 million for the six months ended June 30, 2013 to $171.7 million for the six months ended June 30, 2014. The Company's gross margin increased from 7.9% to 17.8% during these periods, primarily due to an increase in average selling price and a reduction in manufacturing cost per watt as the Company improved its operating efficiency. The one-off sale of the Company's 50 MW solar power plant in Wuwei, Gansu Province also contributed to the increase in gross margin.

        Operating Expenses.    The Company's operating expenses decreased by $1.8 million, or 1.5%, from $119.6 million for the six months ended June 30, 2013 to $117.8 million for the six months ended June 30, 2014. The decrease in operating expenses was due largely to a $3.2 million decrease in selling expenses, offset by slight increases in general and administrative expenses and research and development expenses. As a percentage of total net sales, operating expenses decreased from 17.1% for the six months ended June 30, 2013 to 12.2% for the six months ended June 30, 2014.

        Selling Expenses.    The Company's selling expenses decreased by $3.2 million, or 5.2%, from $61.7 million for the six months ended June 30, 2013 to $58.5 million for the six months ended June 30, 2014. Selling expenses as a percentage of net sales decreased from 8.8% for the six months ended June 30, 2013 to 6.1% for the six months ended June 30, 2014, primarily due to the increase in net sales.

        General and Administrative Expenses.    The Company's general and administrative expenses increased by $1.1 million, or 2.3%, from $48.3 million for the six months ended June 30, 2013 to $49.4 million for the six months ended June 30, 2014. The increase in general and administrative expenses for the six months ended June 30, 2014 was mainly due to increased personnel costs. General and administrative expenses as a percentage of net sales decreased from 6.9% for the six months ended June 30, 2013 to 5.1% for the six months ended June 30, 2014, primarily due to the increase in net sales.

        Research and Development Expenses.    The Company's research and development expenses increased by $0.3 million, or 3.1%, from $9.6 million for the six months ended June 30, 2013 to $9.9 million for the six months ended June 30, 2014. Research and development expenses as a

7


percentage of net sales decreased marginally from 1.4% for the six months ended June 30, 2013 to 1.0% for the six months ended June 30, 2014. The Company's research and development expenses remained constant for the six months ended June 30, 2014 compared with that for the same period in 2013.

        Foreign Exchange Gain (Loss).    The Company had a foreign exchange gain of $3.7 million for the six months ended June 30, 2014, compared to a foreign exchange loss of $22.7 million for the six months ended June 30, 2013. The foreign exchange gain for the six months ended June 30, 2014 resulted from the appreciation of the Japanese Yen and depreciation of the Renminbi.

        Interest Expenses, Net.    The Company's interest expenses, net, were $24.3 million and $16.8 million for the six months ended June 30, 2013 and 2014, respectively. The Company's interest expenses decreased from $26.1 million for the six months ended June 30, 2013 to $17.9 million for the six months ended June 30, 2014, primary due to the decreased average loan balance. Interest income decreased from $1.9 million to $1.1 million as a result of the reduction in cash and restricted cash balance with the repayment of loans.

        Derivative Gain (Loss).    For the six months ended June 30, 2014, the Company had a derivatives gain of $0.4 million, compared to a derivatives gain of $1.5 million for the six months ended June 30, 2013. The derivative gain for the six months ended June 30, 2014 was primarily due to changes in the value of the foreign currency forward contracts between the Euro and the U.S. dollar and the Renminbi and the U.S. dollar used to mitigate the effects of exchange rate volatility.

        Income Tax (Expense) Benefit.    The Company's income tax expense was $8.6 million for the six months ended June 30, 2014 compared with income tax benefit of $7.0 million for the six months ended June 30, 2013. The Company's income before income tax was $45.4 million for the six months ended June 30, 2014 compared with the Company's loss before income tax of $104.4 million for the six months ended June 30, 2013. The Company's effective income tax rate was an expense of 18.9% for the six months ended June 30, 2014 and a benefit of 6.7% for the six months ended June 30, 2013. The Company's effective income tax rate for the six months ended June 30, 2014 was lower than the PRC statutory enterprise income tax rate of 25%, primarily due to tax rate differential for entities in non-PRC jurisdictions and the preferential tax rate enjoyed by one of the Company's PRC subsidiaries.

        Net Income (Loss).    As a result of the foregoing, the Company had a net income of $36.8 million for the six months ended June 30, 2014, compared to a net loss of $97.4 million for the six months ended June 30, 2013. The Company's net margin was 3.8% for the six months ended June 30, 2014, compared to negative 13.9% for the six months ended June 30, 2013.

Liquidity and Capital Resources

        The Company finances its operations primarily through short-term and long-term borrowings, proceeds from public offerings, including its convertible senior notes offering in July 2008, follow-on offerings of ADSs in July 2009 and March 2010, concurrent offering of ADSs and convertible senior notes in June 2014, these concurrent offerings of ADSs and convertible senior notes, and the cash generated from operations. The Company believes that its current cash and cash equivalents, short-term and long-term borrowings and anticipated cash flows from operations and the renewal of short-term and long-term borrowings will be sufficient to meet its anticipated cash needs, including its cash needs for working capital and capital expenditures, for at least throughout the next 12 months. If the Company is unable to obtain sufficient funding for any reason, including the inability to renew its short-term and long-term borrowings, the Company may need to curtail its operations or postpone portions of its planned capital expenditures. The Company may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions that the Company may decide to pursue. If the Company's existing cash is insufficient to meet its

8


requirements, the Company may seek to sell additional equity or debt securities or borrow additional loans from banks. However, the Company cannot assure you that financing will be available in the amounts the Company needs or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute the Company's earnings per share. The incurrence of debt would divert cash from working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict the Company's operations and its ability to pay dividends to the Company's shareholders.

        As of June 30, 2014, the Company had $452.2 million in cash and cash equivalents, $110.5 million in restricted cash, $774.7 million in outstanding borrowings, and $172.5 million convertible senior notes due 2019. The Company's cash and cash equivalents primarily consist of cash on hand and demand deposits with original maturities of three months or less. The Company's treasury policy requires cash and cash equivalents, restricted cash and investments to be placed with banks and other financial institutions. The Company plans to use the cash available as of June 30, 2014, for potential future capital expenditures, including the maintenance and enhancement of existing facilities, to further increase production capacity, potential downstream investments, and for working capital and other day-to-day operating purposes.

        The Company's bank borrowing facilities include both short-term and long-term bank borrowings. The Company had total bank borrowing facilities of $990.2 million with various banks, of which $215.5 million was unused as of June 30, 2014. The Company has historically successfully renewed or rolled over the majority of its short-term bank borrowings upon maturity. In addition to bank borrowing facilities, as of June 30, 2014, the Company also had facilities for trade financing in the amount of $692.8 million, of which $563.8 million was unused. On July 15, 2013, the Company redeemed all outstanding convertible senior notes due 2013, together with all accrued but unpaid interest. As of June 30, 2014, the Company had $172.5 million in principal amount of 3.5% convertible senior notes due 2019. For details on the Company's borrowings, please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Cash Flows and Working Capital—Borrowings" included in the Company's 2013 Annual Report.

        The Company had short-term borrowings, excluding the current portion of long-term borrowings, of $601.9 million as of June 30, 2014. The average interest rate on short-term borrowings was 4% per annum for the six months ended June 30, 2014. As of June 30, 2014, certain of the Company's short-term loans were secured by its plant and machinery with a carrying value of $151.8 million.

        The Company had current portion of long-term borrowings of $67.6 million and long-term borrowings, excluding current portion, of $105.2 million as of June 30, 2014. Certain of the Company's long-term borrowings contain restrictive covenants, and as of the date of this current report on Form 6-K, the Company is in compliance with these covenants.

        On March 6, 2014, Trina Solar (Luxembourg) Overseas Systems S.A.R.L and Jiangsu Trina Solar Electric Power Development Co., Ltd. entered into a 15-year credit facility with China Development Bank, or the TLO CDB Facility, in the amount of €20.85 million ($28.7 million) to fund 16 MW of utility-scale solar power projects in Greece. As of June 30, 2014, the Company had drawn down and had an outstanding balance of €17.0 million ($23.2 million). The interest rate is the prevailing six-month EURIBOR plus 350 basis points. The TLO CDB Facility is guaranteed by the Company and contains a coverage ratio financial covenant.

        In June 2014, the Company issued $172.5 million in aggregate principal amount of 3.5% convertible senior notes due 2019. The notes can be converted into the Company's ADSs at the option of the holders, based on an initial conversion rate of 69.9301 of the Company's ADSs per $1,000 principal amount of notes (equivalent to an initial conversion price of $14.30 per ADS). Holders of the notes will have the right to require the Company to repurchase for cash all or part of their notes on June 15, 2017 or upon the occurrence of certain fundamental changes at a repurchase price equal to

9


100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest. The notes will bear interest at a rate of 3.5% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2014. The notes will mature on June 15, 2019, unless previously repurchased or converted in accordance with their terms.

        The Company has historically been able to repay its total borrowings as they became due, mostly from cash from operations or proceeds from additional short-term and long-term borrowings, or renew the loans upon maturity. The Company may also seek additional debt or equity financing to repay the remaining portion of its borrowings. As the Company continues to ramp-up its current and planned operations in order to further its vertical integration and expansion strategies, the Company also expects to generate cash from its expanded operations to repay a portion of its borrowings.

        In the past, the Company has had significant working capital commitments for purchases of polysilicon and wafers. The Company's prepayments to suppliers were recorded either as current portion advances to suppliers, if they were expected to be utilized within 12 months of each balance sheet date, or as advances to suppliers, net of current portion, if they represented the portion expected to be utilized after 12 months. As of June 30, 2014, the Company had advances to suppliers, net of current portion, of $35.0 million, compared to $41.9 million as of December 31, 2013. The Company also had the current portion of advances to suppliers of $58.8 million as of June 30, 2014, compared to $68.3 million as of December 31, 2013. The Company generally makes prepayments without receiving collateral. As a result, the Company's claims for such prepayments would rank only as an unsecured claim, which exposes the Company to the credit risks of these suppliers in the event of their insolvency or bankruptcy. Going forward, the Company expects its advances to suppliers to decline further with the continuing improvement of polysilicon market, offset by greater volume purchases of other raw materials as the Company expands its manufacturing capacity.

        The Company plans to build new facilities to increase its annualized manufacturing capacity of ingots, wafers, cells, and modules from 2,000 MW, 1,600 MW, 2,700 MW and 3, 600 MW as of June 30, 2014 to 2,200 MW, 1,700 MW, 3,000 MW, and 3,800 MW as of December 31, 2014, respectively. The Company plans to incur capital expenditures of up to $54.7 million during the second half of 2014 to achieve the above expansion plans. See "—Capital Expenditures."

Cash Flows and Working Capital

        The following table sets forth a summary of the Company's cash flows for the periods indicated:

 
  Six Months Ended
June 30,
 
 
  2013   2014  
 
  (in thousands)
 

Net cash (used in) provided by operating activities

  $ (75,154 ) $ 145,602  

Net cash provided by (used in) investing activities

    7,764     (174,113 )

Net cash used in financing activities

    (197,431 )   (2,981 )

Effect of exchange rate changes

    4,361     (3,038 )
           

Net change in cash and cash equivalents

    (260,460 )   (34,530 )

Cash and cash equivalents at the beginning of the period

    807,276     486,686  
           

Cash and cash equivalents at the end of the period

  $ 546,816   $ 452,156  
           
           

Operating Activities

        Net cash provided by operating activities amounted to $145.6 million in the six months ended June 30, 2014, compared to net cash used in operating activities of $75.2 million for the same period in 2013. The net cash provided by operating activities in the six months ended June 30, 2014 was primarily

10


due to improvement in the Company's profitability, and maximizing its usage of credit and the credit periods offered by suppliers, partly offset by an increase in inventory balance.

Investing Activities

        Net cash used in investing activities amounted to $174.1 million in the six months ended June 30, 2014, compared to net cash provided by investing activities of $7.8 million for the same period in 2013. The net cash used in investing activities in the six months ended June 30, 2014 was primarily as a result of capital expenditures for property, plant and equipment of $141.4 million for investment in the Company's self-owned and operated solar power projects and the manufacturing capacity ramp-up and technological upgrades.

Financing Activities

        Net cash used in financing activities amounted to $3.0 million in the six months ended June 30, 2014, compared to $197.4 million for the same period in 2013. The net cash used in financing activities in the six months ended June 30, 2014 was primarily used to repay $786.4 million in bank borrowings (short-term and long-term), offset in part by proceeds of $557.6 million from bank borrowings (short-term and long-term), proceeds of $115.0 million from the issuance of convertible senior notes after deducting debt issuance costs and premium payments for the call options, and proceeds of $106.2 million from the issuance of the Company's ADSs after deducting the issuance costs.

Capital Expenditures

        The Company had capital expenditures of $141.4 million for the six months ended June 30, 2014. The Company's capital expenditures were historically used primarily for purchases of equipment and facilities for the production of ingots, wafers, cells and modules. The Company plans to build or acquire new facilities to increase its annual manufacturing capacity of ingots, wafers, cells, and modules from 2,000 MW, 1,600 MW, 2,700 MW and 3, 600 MW as of June 30, 2014 to 2,200 MW, 1,700 MW, 3,000 MW, and 3,800 MW as of December 31, 2014, respectively. The Company plans to incur capital expenditures of up to $54.7 million to achieve the above expansion during the second half of 2014. In the first half of 2014, the Company incurred $101.2 million in capital expenditures related to its downstream solar power projects and the Company expects to incur an additional $370.0 million relating to such projects during the second half of 2014.

Off-Balance Sheet Arrangements

        Other than the Company's purchase obligations for raw materials and equipment, the Company has not entered into any financial guarantees or other commitments to guarantee the payment obligations of third parties. Except for a series of forward foreign currency exchange contracts entered into with several commercial banks to protect against volatility of future cash flows caused by the changes in foreign exchange rates associated with the outstanding accounts receivable, the Company has not entered into any derivative contracts that are indexed to its shares and classified as shareholders' equity, or that are not reflected in its consolidated financial statements. Furthermore, the Company does not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. The Company does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to it or that engages in leasing, hedging or research and development services with the Company. There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, net sales or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to you and other investors.

11


Contractual Obligations and Commercial Commitments

        The following table sets forth the Company's contractual obligations and commercial commitments as of June 30, 2014:

 
  Payment Due by Period  
 
  Total   Less than
1 Year
  1-3 Years   3-5 Years   More than
5 Years
 
 
  (in thousands)
 

Long-term borrowings(1)

  $ 192,162   $ 72,682   $ 83,436   $ 4,281   $ 31,763  

Short-term borrowings(2)

    614,638     614,638              

Convertible Senior Notes(3)

    202,688     6,038     12,075     184,575      

Operating lease commitments

    2,900     1,568     1,332          

Purchase Obligations(4)

    324,337     168,848     73,634     66,069     15,786  
                       

Total

  $ 1,336,725   $ 863,774   $ 170,477   $ 254,925   $ 47,549  
                       
                       

(1)
Includes interests that are derived using an average rate of 3.97% per annum for long-term borrowings.

(2)
Includes interests that are derived using an average rate of 4.00% per annum for short-term borrowings.

(3)
Includes interests that are derived using the coupon rate of 3.5% per annum for convertible senior notes. The convertible senior notes will mature on June 15, 2019 and the holders may require the Company to early redeem the convertible senior notes on June 15, 2017.

(4)
Consists of construction services, raw material, equipment and land use right purchase commitments. The raw material purchase commitment includes only the fixed and determinable portion under take-or-pay agreements, and does not include purchase commitments for which the Company is committed to purchase a specific volume amount but the purchase price is not fixed or determinable since the price is based upon the prevailing market price near the time of purchase.

12




QuickLinks



TRINA SOLAR LIMITED AND SUBSIDIARIES

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
   

Unaudited Condensed Consolidated Balance Sheets as of December 31, 2013 and June 30, 2014

  F-2

Unaudited Condensed Consolidated Statements of Operations for the Six-month Periods Ended June 30, 2013 and 2014

  F-4

Unaudited Condensed Consolidated Statements of Comprehensive Income for the Six-month Periods Ended June 30, 2013 and 2014

  F-5

Unaudited Condensed Consolidated Statements of Changes in Equity for the Six-month Period Ended June 30, 2014

  F-6

Unaudited Condensed Consolidated Statements of Cash Flows for the Six-month Periods Ended June 30, 2013 and 2014

  F-7

Notes to Unaudited Condensed Consolidated Financial Statements

  F-9

F-1



TRINA SOLAR LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in U.S. dollars, except share data)

 
  As of December 31,   As of June 30,  
 
  2013   2014  

ASSETS

             

Current assets:

             

Cash and cash equivalents

    486,685,563     452,155,640  

Restricted cash

    74,719,964     110,517,388  

Inventories

    244,532,463     451,218,431  

Project assets, current portion

    73,304,654     47,163,759  

Accounts receivable, net of allowance for doubtful accounts of $97,057,810 and $77,207,331 as of December 31, 2013 and June 30, 2014, respectively

    435,091,920     457,811,899  

Current portion of advances to suppliers, net

    68,252,726     58,770,713  

Deferred income tax assets, net

    24,202,561     17,846,961  

Prepaid expenses and other current assets

    114,910,682     115,137,375  
           

Total current assets

    1,521,700,533     1,710,622,166  

Advances to suppliers, net of current portion

    41,907,726     35,040,991  

Property, plant and equipment, net

    889,752,609     1,019,506,394  

Prepaid land use rights, net

    43,286,631     48,532,176  

Project assets, net of current portion

    6,096,771     1,980,156  

Deferred income tax assets, net

    50,901,271     47,187,735  

Investment in equity affiliate

    11,769,730     11,620,166  

Other noncurrent assets

    1,813,889     5,644,807  
           

TOTAL ASSETS

    2,567,229,160     2,880,134,591  
           
           

See accompanying notes to unaudited condensed consolidated financial statements

F-2



TRINA SOLAR LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(Amounts in U.S. dollars, except share data)

 
  As of December 31,   As of June 30,  
 
  2013   2014  

LIABILITIES AND EQUITY

             

Current liabilities:

             

Short-term borrowings and current portion of long-term
borrowings

    935,589,882     669,472,074  

Accounts payable

    461,147,655     712,804,062  

Amount due to related parties

    15,385,935     15,925,688  

Income taxes payable

    3,268,269     3,567,567  

Accrued expenses and other current liabilities

    125,151,406     157,949,014  
           

Total current liabilities

    1,540,543,147     1,559,718,405  

Long-term borrowings, excluding current portion

    100,502,222     105,222,634  

Convertible senior notes

        172,500,000  

Accrued warranty costs

    81,743,081     89,976,883  

Other noncurrent liabilities

    21,961,941     20,200,671  
           

Total liabilities

    1,744,750,391     1,947,618,593  
           

Equity:

             

Ordinary shares ($0.00001 par value; 73,000,000,000 shares authorized, 3,605,057,489 and 4,130,044,214 shares issued and outstanding as of December 31, 2013 and June 30, 2014, respectively)

    36,050     41,300  

Additional paid-in capital

    663,387,912     719,814,479  

Retained earnings

    143,369,211     180,604,878  

Accumulated other comprehensive income

    15,402,931     12,440,240  
           

Total Trina Solar Limited shareholders' equity

    822,196,104     912,900,897  

Non-controlling interests

    282,665     19,615,101  
           

Total equity

    822,478,769     932,515,998  
           

Commitments and contingencies (Note 16)

             

TOTAL LIABILITIES AND EQUITY

    2,567,229,160     2,880,134,591  
           
           

See accompanying notes to unaudited condensed consolidated financial statements

F-3



TRINA SOLAR LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amount in U.S. dollars, except share data)

 
  Six-month periods ended June 30,  
 
  2013   2014  

Net sales

    700,946,803     964,236,358  

Cost of goods sold

    645,304,466     792,488,778  
           

Gross profit

    55,642,337     171,747,580  

Selling expenses

    61,747,374     58,461,277  

General and administrative expenses

    48,255,740     49,423,815  

Research and development expenses

    9,559,818     9,918,455  
           

(Loss) income from operations

    (63,920,595 )   53,944,033  

Other income (expenses):

             

Interest income

    1,853,051     1,124,397  

Interest expense

    (26,115,211 )   (17,908,931 )

Foreign exchange (loss) gain

    (22,689,422 )   3,742,519  

Derivatives gain

    1,530,060     352,995  

Other income, net

    4,972,642     4,100,766  
           

(Loss) income before income taxes

    (104,369,475 )   45,355,779  

Income tax benefit (expense)

    6,978,211     (8,578,948 )
           

Net (loss) income

    (97,391,264 )   36,776,831  

Net loss attributable to the non-controlling interests

    98     458,836  
           

Net (loss) income attributable to Trina Solar Limited shareholders

    (97,391,166 )   37,235,667  
           
           

(Loss) earnings per ordinary share

             

Basic

    (0.03 )   0.01  

Diluted

    (0.03 )   0.01  

Weighted average ordinary shares outstanding

             

Basic

    3,541,545,043     3,613,859,330  

Diluted

    3,541,545,043     3,728,220,976  

See accompanying notes to unaudited condensed consolidated financial statements

F-4



TRINA SOLAR LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amount in U.S. dollars)

 
  Six-month periods ended June 30,  
 
  2013   2014  

Net (loss) income

    (97,391,264 )   36,776,831  

Other comprehensive income (loss):

   
 
   
 
 

Foreign currency translation adjustments, net of nil tax

    4,361,812     (3,037,431 )
           

Comprehensive (loss) income

    (93,029,452 )   33,739,400  

Less: comprehensive loss attributable to non-controlling interests

    (98 )   (533,576 )
           

Comprehensive (loss) income attributable to Trina Solar Limited

    (93,029,354 )   34,272,976  
           
           

See accompanying notes to unaudited condensed consolidated financial statements

F-5


TRINA SOLAR LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in U.S. dollars, except share data)

 
  Ordinary shares    
   
  Accumulated
other
comprehensive
income (loss)
   
   
 
 
  Additional
paid-in capital
  Retained
earnings
  Noncontrolling
interest
  Total
shareholders'
equity
 
 
  Shares   Amount  

Balance at December 31, 2013

    3,605,057,489     36,050     663,387,912     143,369,211     15,402,931     282,665     822,478,769  

Share-based compensation

            1,612,769                 1,612,769  

Vesting of restricted shares to employees

    9,440,625     95                     95  

Issuance of ordinary shares pursuant to share option plan

    9,546,100     95     952,554                 952,649  

Issuance of ordinary shares, net of issuance cost

    506,000,000     5,060     106,172,822                 106,177,882  

Purchase of call options in connection with issuance of convertible senior notes

            (52,311,578 )               (52,311,578 )

Net income

                37,235,667         (458,836 )   36,776,831  

Acquisition of a subsidiary

                        16,191,012     16,191,012  

Capital contribution from non-controlling interests

                        3,675,000     3,675,000  

Foreign currency translation adjustments, net of nil tax

                    (2,962,691 )   (74,740 )   (3,037,431 )
                               

Balance at June 30, 2014

    4,130,044,214     41,300     719,814,479     180,604,878     12,440,240     19,615,101     932,515,998  
                               
                               

See accompanying notes to unaudited condensed consolidated financial statements

F-6



TRINA SOLAR LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in U.S. dollars)

 
  Six-month periods ended June 30,  
 
  2013   2014  

Operating activities:

Net (loss) income

    (97,391,264 )   36,776,831  

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

             

Depreciation and amortization

    68,479,850     58,689,494  

Equity in (income) loss of equity method investees, net

    (2,465 )   149,564  

Loss on change in fair value of derivatives

    965,234     547,894  

(Gain) loss on disposal of property, plant and equipment

    (2,313 )   28,311  

Reversal of allowance for accounts receivable

    (2,332,379 )   (188,114 )

Inventory write-down

    17,282,063     21,381,249  

Provision for impairment loss of project assets

        920,935  

Deferred income tax (benefit) expense

    (10,077,490 )   10,069,136  

Share-based compensation

    2,825,567     1,612,769  

Amortization of convertible senior notes issuance costs

        67,311  

Gain on disposal of a subsidiary

        (326,895 )

Other

        (818,218 )

Gain on redemption of convertible senior notes

    (282,625 )    

Changes in operating assets and liabilities:

   
 
   
 
 

Restricted cash

        (2,784,397 )

Accounts receivable

    (85,514,928 )   (22,531,865 )

Inventories

    7,063,653     (213,668,392 )

Project assets

    (31,029,391 )   (3,968,807 )

Advances to suppliers

    (6,206,605 )   (1,002,939 )

Prepaid expenses and other current assets

    (64,589,465 )   2,505,176  

Other noncurrent assets

    37,338     (363,391 )

Accounts payable

    110,242,027     216,398,375  

Amount due to related parties

    2,045,181     539,753  

Income taxes payable

    3,091,529     299,298  

Accrued expenses and other current liabilities

    3,253,764     31,653,822  

Accrued warranty costs

    6,184,004     8,233,802  

Other noncurrent liabilities

    804,438     1,380,747  
           

Net cash (used in) provided by operating activities

    (75,154,277 )   145,601,449  
           
           

See accompanying notes to unaudited condensed consolidated financial statements

F-7



TRINA SOLAR LIMITED AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts in U.S. dollars)

 
  Six-month periods ended June 30,  
 
  2013   2014  

Investing activities:

             

Purchases of property, plant and equipment

    (29,673,495 )   (141,416,586 )

Proceeds from sale of property, plant and equipment

    61,113     8,844  

Prepaid land use right

    (2,087,168 )    

Proceeds from disposal of a subsidiary

        307,496  

Government subsidies received for property, plant and equipment

    944,520      

Decrease (increase) in restricted cash

    38,519,144     (33,013,027 )
           

Net cash provided by (used in) investing activities

    7,764,114     (174,113,273 )
           
           

Financing activities:

             

Proceeds from exercise of share options

        952,649  

Proceeds from issuance of ordinary shares, net of issuance costs

        106,177,882  

Proceeds from issuance of convertible senior notes

        172,500,000  

Debt issuance costs

        (5,189,352 )

Purchase of call options in connection with convertible senior notes issuance

        (52,311,578 )

Redemption of convertible senior notes

    (26,292,375 )    

Proceeds from short-term bank borrowings

    571,329,244     513,008,289  

Repayment of short-term bank borrowings

    (651,444,243 )   (524,537,547 )

Proceeds from long-term bank borrowings

    249,652,282     44,616,290  

Repayment of long-term bank borrowings

    (340,476,249 )   (261,872,188 )

Contribution from non-controlling interests holders

        3,675,000  

Payment for acquisition of non-controlling interest

    (200,000 )    
           

Net cash used in financing activities

    (197,431,341 )   (2,980,555 )
           
           

Effect of exchange rate changes

    4,361,812     (3,037,544 )

Net change in cash and cash equivalents

    (260,459,692 )   (34,529,923 )

Cash and cash equivalents at the beginning of the period

    807,275,992     486,685,563  
           

Cash and cash equivalents at the end of the period

    546,816,300     452,155,640  
           
           

Supplemental disclosure of cash flow information:

   
 
   
 
 

Interest paid, net of amounts capitalized

    25,346,703     17,259,993  

Income taxes paid

    1,444,136     337,753  

Supplemental schedule of non-cash investing activities:

   
 
   
 
 

Purchases of property, plant and equipment included in accounts payable

    43,589,857     83,529,470  

Supplemental schedule of non-cash financing activities:

   
 
   
 
 

Long-term borrowing assumed by buyer upon sale of project asset

        (32,612,240 )

See accompanying notes to unaudited condensed consolidated financial statements

F-8



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in U.S. dollars, except share data)

1. BASIS OF PRESENTATION

        The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the United States Securities and Exchange Commission ("SEC"). The condensed consolidated balance sheet as of December 31, 2013 was derived from the audited consolidated financial statements of Trina Solar Limited ("Trina") and its subsidiaries (collectively, "the Company"). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated balance sheet of the Company as of December 31, 2013 and the related consolidated statements of operations, comprehensive income, changes in equity and cash flow for the year then ended, and the related financial statement schedule I, included in the Company's Annual Report on Form 20-F filed with the SEC.

        In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of June 30, 2014, and the results of operations and cash flows for the six-month periods ended June 30, 2013 and 2014, have been made.

        The preparation of the consolidated financial statements in conformity with US GAAP requires management of the Company to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company's consolidated financial statements include the allowance made for doubtful accounts receivable, provision for losses on advances to suppliers, inventory write-downs, the estimated useful lives of long-lived assets, the impairment of long-lived assets and project assets, fair value of foreign currency derivatives, accrued loss on firm purchase commitment, the accrual for uncertain tax positions and valuation allowance of deferred income tax assets, accrued warranty expenses, and the grant-date fair value of share-based compensation awards and related forfeiture rates. Changes in facts and circumstances may result in revised estimates. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.

        The accompanying unaudited condensed consolidated financial statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company's ability to operate profitably, the Company's ability to generate cash flows from operations, and the Company's ability to pursue financing arrangements, including the renewal or rollover of its bank borrowings, to support its working capital requirements.

        As of June 30, 2014, the Company's total consolidated current assets exceeded total consolidated current liabilities by $150,903,761. As of the same date, the Company had cash and cash equivalents of $452,155,640 and short-term borrowings and current portion of long-term borrowings of $669,472,074. The liquidity of the Company is primarily dependant on its ability to maintain positive cash flows from operations coupled with sufficient short-term bank loans and other financing facility to support its working capital and meet its obligations and commitments when they become due.

        The Company has carried out a review of its cash flow forecast for the twelve months ending June 30, 2015. Based on such forecast, management believes that adequate sources of liquidity exist to

F-9



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

1. BASIS OF PRESENTATION (Continued)

fund the Company's working capital and capital expenditures requirements, and to meet its short term debt obligations and other liabilities and commitments as they become due. In preparing the cash flow forecast, management has considered historical cash requirements of the Company, as well as other key factors, including its ability to renew its short-term and long term borrowings during the next twelve months. Based on those factors, management believes the assumptions used in the cash forecast are reasonable.

2. PROJECT ASSETS

        Project assets held for sale consisted of the following at December 31, 2013 and June 30, 2014:

 
  December 31,   June 30,  
 
  2013   2014  
 
  $
  $
 

Project assets—Module cost

    43,725,858     20,549,677  

Project assets—Development

    15,185,471     26,199,680  

Project assets—Others

    20,490,096     2,394,558  
           

Total project assets

    79,401,425     49,143,915  
           
           

Current portion

    73,304,654     47,163,759  

Noncurrent portion, net of impairment loss

    6,096,771     1,980,156  

        During the six-month period ended June 30, 2014, the Company completed and sold a 50 MW project in Wuwei, Gansu Province ("Wuwei Project") with a carrying amount of $56,115,210, to Huadian Fuxin Energy Corporation Limited ("Huadian Fuxin") in China.

        As of December 31, 2013 and June 30, 2014, the Company pledged project assets with a total carrying amount of $65,291,805 and nil, respectively, to secure bank borrowings.

        For the six-month periods ended June 30 2013 and 2014, impairment loss of project assets was nil and $920,935, respectively.

3. ACCOUNTS RECEIVABLES

        Accounts receivable consisted of the following:

 
  December 31,   June 30,  
 
  2013   2014  
 
  $
  $
 

Accounts receivable

    532,149,730     535,019,230  

Less: Allowance for doubtful accounts

    (97,057,810 )   (77,207,331 )
           

Total accounts receivable, net

    435,091,920     457,811,899  
           
           

F-10



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

3. ACCOUNTS RECEIVABLES (Continued)

        The following table presents the movement of the allowance for doubtful accounts:

 
  Six-month periods ended June 30,  
 
  2013   2014  
 
  $
  $
 

Beginning balance

    106,825,173     97,057,810  

Reversal during the six-month periods

    (2,332,379 )   (188,114 )

Amount written-off against allowance

        (19,662,365 )
           

Closing balance

    104,492,794     77,207,331  
           
           

4. INVENTORIES

        Inventories consisted of the following:

 
  December 31, 2013   June 30, 2014  
 
  $
  $
 

Raw materials

    43,987,539     66,468,777  

Work in progress

    40,004,269     80,544,661  

Finished goods

    160,540,655     304,204,993  
           

Total

    244,532,463     451,218,431  
           
           

        For the six-month periods ended June 30, 2013 and 2014, inventories were written down by $17,282,063 and $21,381,249, respectively, to reflect the lower of cost or market. The majority of the write-down were for finished goods that were obsolete.

5. PROPERTY, PLANT AND EQUIPMENT, NET

        Property, plant and equipment, net consisted of the following:

 
  December 31,   June 30,  
 
  2013   2014  
 
  $
  $
 

Buildings

    193,651,543     208,959,667  

Plant and machinery

    947,100,162     980,215,670  

Motor vehicles

    3,459,925     3,577,692  

Electronic equipment, furniture and fixtures

    104,751,785     107,753,556  
           

    1,248,963,415     1,300,506,585  

Less: Accumulated depreciation

    (413,829,203 )   (471,352,419 )
           

    835,134,212     829,154,166  

Construction in progress

    54,618,397     190,352,228  
           

Property, plant and equipment, net

    889,752,609     1,019,506,394  
           
           

F-11



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

5. PROPERTY, PLANT AND EQUIPMENT, NET (Continued)

        Depreciation of property, plant and equipment was $68,075,562 and $58,069,061 for the six-month periods ended June 30, 2013 and 2014, respectively.

        As of December 31, 2013 and June 30, 2014, the Company pledged property, plant and equipment with a total carrying amount of $490,979,601 and $461,444,504, respectively, to secure bank borrowings.

        As of December 31, 2013 and June 30, 2014, the Company had solar projects that it operated with a total carrying amount of $47,885,957 and $48,157,404, respectively, which are recorded in plant and machinery. As of December 31, 2013 and June 30, 2014, the Company was constructing solar projects that it will operate with a total carrying amount of $262,682 and $122,119,362, respectively, which are recorded in construction in progress.

        The Company reports its property, plant and equipment at cost, less accumulated depreciation. Cost includes the prices paid to acquire or construct the assets, interest capitalized during the construction period and any expenditure that substantially extends the useful life of an existing asset. The Company expenses repair and maintenance costs when they are incurred.

6. DERIVATIVE FINANCIAL INSTRUMENTS

        The following tables present the fair values of derivative instruments included in the Company's consolidated balance sheets as of December 31, 2013 and June 30, 2014:

 
  December 31, 2013  
 
  Other Assets
—Current
  Other Current
Liabilities
 
 
  $
  $
 

Derivatives not designated as hedging instruments:

             

Foreign exchange forward contracts

    351,523     475,973  
           
           

 
  June 30, 2014  
 
  Other Assets
—Current
  Other Current
Liabilities
 
 
  $
  $
 

Derivatives not designated as hedging instruments:

             

Foreign exchange forward contracts

    291,728     964,072  
           
           

F-12



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

6. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

        The following table presents the amounts related to derivative instruments affecting the Company's consolidated statements of operations for the six-month periods ended June 30, 2013 and 2014:

 
  Amount of gain (loss)
on Derivatives
Recognized in Income
Six-month periods ended June 30,
  Location of gain (loss)
Recognized in
Derivative Type
  2013   2014   Income on Derivatives
 
  $
  $
   

Derivatives not designated as hedging instruments:

               

Foreign exchange forward contracts

    1,530,060     352,995   Derivatives gain

7. FAIR VALUE MEASUREMENT

        The Company does not have any assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2013 and June 30, 2014.

        As of December 31, 2013 and June 30, 2014, information about inputs into the fair value measurements of the Company's assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows:

 
   
  Fair Value Measurements at December 31, 2013
Using
 
 
  Total Fair
Value and
Carrying
Value on the
Balance
Sheet
  Quoted
Prices in
Active
Markets for
Identical Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 
 
  $
  $
  $
  $
 

Assets:

                         

Foreign exchange forward contracts

    351,523         351,523      

Liabilities:

   
 
   
 
   
 
   
 
 

Foreign exchange forward contracts

    (475,973 )       (475,973 )    
                   

Net liabilities

    (124,450 )       (124,450 )    
                   
                   

F-13



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

7. FAIR VALUE MEASUREMENT (Continued)

 
   
  Fair Value Measurements at June 30, 2014
Using
 
 
  Total Fair
Value and
Carrying
Value on the
Balance
Sheet
  Quoted
Prices in
Active
Markets for
Identical Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 
 
  $
  $
  $
  $
 

Assets:

                         

Foreign exchange forward contracts

    291,728         291,728      

Liabilities:

   
 
   
 
   
 
   
 
 

Foreign exchange forward contracts

    (964,072 )       (964,072 )    
                   

Net liabilities

    (672,344 )       (672,344 )    
                   
                   

        Following is a description of the valuation techniques that the Company uses to measure assets and liabilities at fair value on a recurring basis under the fair value measurement guidance as well as the basis for classification of such instruments pursuant to the valuation hierarchy established under the guidance:

F-14



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

8. BANK BORROWINGS

        The Company's bank borrowings consisted of the following:

 
  December 31,   June 30,  
 
  2013   2014  
 
  $
  $
 

Bank borrowings

             

Short-term

    613,433,236     601,903,979  

Long-term, current portion

    322,156,646     67,568,095  
           

Total current

    935,589,882     669,472,074  

Long-term, non-current portion

    100,502,222     105,222,634  
           

Total

    1,036,092,104     774,694,708  
           
           

Short-term borrowings

        The Company's short-term bank borrowings consisted of the following:

 
  December 31,   June 30,  
 
  2013   2014  
 
  $
  $
 

Short-term borrowings guaranteed by Trina

    376,481,244     246,376,934  

Short-term borrowings secured by plants and machinery of Changzhou Trina Solar Energy Co., Ltd,Trina Solar (Changzhou) Science & Technology Co., Ltd. and Hubei Trina Solar Co., Ltd.. ("Trina China")

    139,481,245     311,527,045  

Unsecured short-term borrowings

    97,470,747     44,000,000  
           

Total

    613,433,236     601,903,979  
           
           

        During the six-month period ended June 30, 2014, the Company repaid short-term loans of $201 million to China Development Bank ("CDB") upon maturity. In June 2014, the Company renewed a short-term borrowing facility of $330 million with CDB. As of June 30, 2014, the Company had drawn down $180 million from the facility.

        Certain short-term facilities contain certain financial covenants which are required to be maintained. As of June 30, 2014, Trina China violated the current ratio and quick ratio for a short-term borrowing of $180 million with CDB. Trina Solar (Luxembourg) Holdings S.A.R.L. ("TLH") violated the gearing ratio for a series of short-term borrowing from CDB for an aggregate amount of $170 million. Trina China and TLH obtained waiver letters from CDB, stating that the violation of financial covenants has been waived and such financial covenants have been amended. As a result, Trina China and TLH were in compliance with the amended financial covenants.

F-15



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

8. BANK BORROWINGS (Continued)

Long-term borrowings

        The Company's long-term borrowings consisted of the following:

 
  December 31,   June 30,  
 
  2013   2014  
 
  $
  $
 

Long-term borrowings secured by plant and machinery, and land use rights

    147,077,179     65,533,513  

Long-term borrowings secured by solar project assets

    11,481,245      

Long-term borrowings guaranteed by Trina

    80,000,000     103,194,025  

Unsecured long-term borrowings

    184,100,444     4,063,191  
           

Total

    422,658,868     172,790,729  
           
           

        During the six-month period ended June 30, 2014, Trina Solar (Luxembourg) Overseas Systems S.A.R.L entered into a fifteen-year credit facility with China Development Bank ("TLO CDB Facility") amounting to EUR 20.85 million ($28.7 million) to fund 16 MW of utility-scale solar power projects in Greece. As of June 30, 2014, the Company had drawn down EUR 17.0 million ($23.2 million). The outstanding balance as of June 30, 2014 was EUR 17.0 million ($23.2 million). The interest rate is the prevailing six-month EURIBOR plus 350 basis points. The TLO CDB Facility is guaranteed by Trina. The TLO CDB Facility contains a financial covenant ratio which requires the annual general repayment coverage rate to be calculated and maintained on the December 31 of each calendar year.

        During the six-month period ended June 30, 2014, the Company's subsidiary, Wuwei Trina Solar Electricity Generation Pte Ltd. ("Wuwei"), which held the Wuwei Project, additionally drew down $21.2 million from its credit facility under the loan agreement with CDB for the PV project construction. The total loan balance of $32.6 million was assumed by Huadian Fuxin after the completion and sale of the Wuwei Project to Huadian Fuxin.

        Some long-term borrowings contain certain financial covenants which are required to be maintained. As of June 30, 2014, TLH violated gearing ratio for a long-term borrowing of $80 million with CDB. TLH obtained waiver letter from CDB, stating that the violation of financial covenants was waived and such financial covenants have been amended. As a result, TLH was in compliance with the amended financial covenants

9. CONVERTIBLE SENIOR NOTES

        In June 2014, the Company issued $172,500,000 in aggregate principal amount of convertible senior notes due 2019 (the "Notes"). The Notes bear interest at a rate of 3.5% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2014. The Notes mature on June 15, 2019, unless earlier redeemed, repurchased or converted.

        Holders of the Notes have the option to convert their Notes at any time prior to the close of business on the second business day immediately preceding the maturity date. The Notes can be converted into the Company's American Depositary Shares ("ADSs"), each representing 50 ordinary shares of the Company, par value $0.00001 per share, at an initial conversion rate of 69.9301 of the

F-16



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

9. CONVERTIBLE SENIOR NOTES (Continued)

Company's ADSs per $1,000 principal amount of Notes (equivalent to an initial conversion price of $14.30 per ADS). The conversion rate is subject to adjustment in some events but is not adjusted for any accrued and unpaid interest. In addition, following a make-whole fundamental change that occur prior to the maturity date or following the Company's delivery of a notice of a tax redemption, the Company will increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or such tax redemption.

        Holders of the Notes have the right to require the Company to repurchase for cash all or part of their Notes on June 15, 2017 at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. In addition, if the Company undergoes a fundamental change, holders may require the Company to repurchase for cash all or part of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

        The Notes are the Company's senior unsecured obligations and rank equally with all of its existing and future senior unsecured indebtedness, which are effectively subordinated to all of the Company's existing and future secured indebtedness and all existing and future liabilities of the Company's subsidiaries, including trade payables.

        In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 815-15 and Topic 470-20, the Company recorded the Notes as a liability in their entirety, and the conversion feature and any other embedded feature did not need to be bifurcated and accounted for separately.

        The net proceeds from the Notes offering were $167,310,648, after deducting debt issuance costs of $5,189,352. Debt issuance costs are recorded as deferred assets and amortized as interest expenses, using the effective interest method, to the put date of the Notes (June 15, 2017).

        In connection with the offering, the Company also used $52,311,578 of the net proceeds from the offering to purchase the zero-strike call options (the "Call Options"), covering 4,755,598 ADSs, with affiliates of the initial purchasers. The Call Options are intended to facilitate privately negotiated transactions by which investors in the Notes will hedge their investment in the Notes. The default settlement method for the Call Options is share settlement, but the Company may elect cash settlement in some cases pursuant to the terms of the Call Options. In accordance with ASC Topic 815-40, the Call Options are accounted as a prepaid forward to purchase the Company's own shares and are classified in permanent equity at its fair value at inception, and presented as a reduction to equity in the consolidated balance sheet. The shares underlying the Call Options are included in the basic and diluted EPS calculation.

F-17



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

10. ACCRUED WARRANTY COSTS

        The movement of the Company's accrued warranty costs is summarized below:

 
  Six-month periods ended June 30,  
 
  2013   2014  
 
  $
  $
 

Beginning balance

    65,780,019     81,743,081  

Warranty provision

    6,807,953     8,801,474  

Warranty costs incurred

    (623,949 )   (567,672 )
           

Ending balance

    71,964,023     89,976,883  
           
           

11. INCOME TAXES

        The Company applied an estimated annual effective tax rate approach for calculating the tax provision for interim periods in accordance with ASC 740-270 "Income tax—Interim reporting". The estimated effective tax rate is based on expected income (loss), statutory tax rates and incentives available in the various jurisdictions in which the Company operates. The interim tax provision is determined by applying the estimated annual effective tax rate to the year-to-date ordinary income and discrete recognition of other tax effects. For a given quarter, the income tax provision equals the difference between the provision recorded cumulatively for the year less the amount recorded cumulatively as of the end of the prior interim period. As the year progresses, the Company refines the estimates of the year's taxable income as new information becomes available. This continual estimation process often results in a change to the estimated effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the estimated annual effective tax rate.

        The Company considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry-forward periods, the Company's experience with tax attributes expiring unused and tax planning alternatives. Valuation allowances have been established for deferred tax assets based on a more-likely-than-not threshold. The Company's ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the statutory carry-forward periods provided for in the tax law of the various jurisdictions in which the Company operates.

        The income tax benefits for the six-month period ended June 30, 2013 were $6,978,211, and the income tax expenses for the six-month period ended June 30, 2014 were $8,578,948. The Company's effective tax rates were 6.7% and 18.9% for the six months ended June 30, 2013 and 2014, respectively.

12. ORDINARY SHARES

        In June 2014, the Company issued in aggregate 10,120,000 ADSs, representing 506,000,000 ordinary shares, in a registered offering. The net proceeds from the offering was $106,177,882, after deducting underwriting discounts and commissions and other issuance costs of $5,142,118.

F-18



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

13. SHARE-BASED COMPENSATION

        The following table presents the Company's share-based compensation expense by types of award:

 
  Six-month periods ended June 30,  
 
  2013   2014  
 
  $
  $
 

Share options

    1,413,592     478,018  

Restricted shares

    1,411,975     1,134,751  
           

Total share-based compensation expense

    2,825,567     1,612,769  
           
           

Restricted Shares

        In July 2006, the Company adopted the Share Incentive Plan (the "Share Incentive Plan") upon which the Compensation Committee (the "Committee") of the Board of Directors can authorize to make awards of restricted shares to any participant selected by the Committee in such amounts under terms and conditions as determined by the Committee. Restricted shares shall be subject to restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote restricted shares or the right to receive dividends on the restricted share). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the award or thereafter.

        The following is a summary of the activities of restricted shares:

 
  Number of
shares
  Weighted
average grant
date fair value
 

Non-vested at January 1, 2014

    38,183,882   $ 0.19  

Granted

      $  

Vested

    (9,440,625 ) $ 0.26  

Forfeited

    (5,205,872 ) $ 0.24  
           

Non-vested at June 30, 2014

    23,537,385   $ 0.16  
           
           

        The fair value of the restricted shares was based on the market price on the date of grant.

        As of June 30, 2014, there was $4,741,286 of total unrecognized compensation cost related to the compensation cost of unvested restricted shares, which is expected to be recognized over a weighted-average period of 2.38 years. The total fair value of shares vested during the six-month periods ended June 30, 2013 and June 30, 2014 was $904,544 and $2,302,228, respectively.

F-19



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

13. SHARE-BASED COMPENSATION (Continued)

Share Options

        In May 2008, the Company revised the Share Incentive Plan and introduced stock options as a compensation instrument to its employees. Under the terms of the revised Share Incentive Plan, share options are granted to employees at exercise prices equal to the Company's share price on the grant date. The Company's stock options expire five years from their grant date and generally vest one third per annum on the anniversary of the grant date.

        During the six-month periods ended June 30, 2013 and 2014, the Company did not grant share options to its board of directors and employees.

        A summary of the option activity is as follows:

 
  Number
of Options
  Weighted
Average
Exercise
Price
  Weighted
Average
Remaining
Contractual
Term
  Aggregate
Intrinsic
Value
 

Options outstanding at December 31,2013

    129,085,735   $ 0.19     3.58        

Granted

                     

Exercised

    (9,546,100 ) $ 0.10           1,790,494  

Forfeited

    (18,101,996 ) $ 0.23              

Options outstanding at June 30, 2014

    101,437,639   $ 0.19     3.16     14,165,331  

Options vested or expected to vest at June 30, 2014

    92,241,434   $ 0.20     3.10     12,552,704  

Options exercisable at June 30, 2014

    56,123,589   $ 0.26     2.71     6,062,557  

        Total intrinsic value of options exercised during the six-month periods ended June 30, 2013 and 2014 were $74,317 and $1,790,494, respectively.

        As of June 30, 2014, the Company had $ 2,240,682 of unrecognized share-based compensation cost related to unvested share options, which it expects to recognize over a weighted-average period of 1.78 years.

F-20



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

14. (LOSS) EARNINGS PER SHARE

        The following table sets forth the computation of the basic and diluted (loss) earnings from operations per share for the periods indicated:

 
  Six-month periods ended June 30,  
 
  2013   2014  
 
  $
  $
 

Net (loss) earnings attributable to Trina Solar Limited shareholders—basic

    (97,391,166 )   37,235,667  

Interest expenses of convertible senior notes

        318,873  
           

Net (loss) earnings attributable to Trina Solar Limited shareholders—diluted

    (97,391,166 )   37,554,540  
           
           

Weighted average number of ordinary shares outstanding—basic

    3,541,545,043     3,613,859,330  

Plus incremental weighted average number of ordinary shares from assumed conversion of stock options using the treasury stock method

        48,858,886  

Plus incremental weighted average number of ordinary shares from assumed conversion of restricted shares using the treasury stock method

        5,231,540  

Plus incremental weighted average number of ordinary shares from assumed conversion of convertible securities using the if-converted method

        60,271,220  
           

Weighted average number of ordinary shares outstanding—diluted

    3,541,545,043     3,728,220,976  
           
           

(Loss) Earnings per ordinary share from operations—basic

    (0.03 )   0.01  
           
           

(Loss) Earnings per ordinary share from operations—diluted

    (0.03 )   0.01  
           
           

        For the six-month periods ended June 30, 2013 and 2014, the following securities were excluded from the computation of diluted (loss) earnings per share as inclusion would have been anti-dilutive.

 
  For the six-month periods ended June 30,  
 
  2013   2014  

Non-vested restricted shares

    29,789,979      

Share options

    87,957,248     23,342,356  

Convertible senior notes

    232,735,084      
           

    350,482,311     23,342,356  
           
           

15. RELATED PARTY TRANSACTIONS AND BALANCES

Related party balances

        The amounts due to related parties is $15,385,935 and $15,925,688 as of December 31, 2013 and June 30, 2014, respectively, which include payable to Changzhou Youze S&T Co., Ltd. ("Youze"),

F-21



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

15. RELATED PARTY TRANSACTIONS AND BALANCES (Continued)

Changzhou Junhe Mechanical Co., Ltd. ("Junhe"),Changzhou Jiuling New Energy S&T Co., Ltd. ("Jiuling"), entities controlled by Mr. Weizhong Wu and Mr. Weifeng Wu, respectively, who are the brothers in law of Mr. Jifan Gao, Trina's CEO, for Trina China's purchase of wafers and other services.

Related party transactions

        For the six-month periods ended June 30, 2013 and 2014, Trina China purchased wafers for a total price of RMB 25,460,756 ($4,119,550) and RMB 16,449,557 ($2,669,962), respectively, from Youze. The transactions were approved by the audit committee.

        For the six-month periods ended June 30, 2013 and 2014, the Company sold ingots for a total price of RMB 20,673,363 ($ 3,314,335) and nil, respectively, to Youze. The transactions were approved by the audit committee.

        For the six-month periods ended June 30, 2013 and 2014, the Company incurred costs of RMB86,834,295 ($13,966,255) and RMB 66,271,343 ($10,802,767), respectively, with respect to the wafer slicing process service provided by Youze. During the six-month period ended June 30, 2014, the Company entered into a long-term agreement with Youze for the wafer slicing process service from July 2014 to June 2016 and made a prepayment of RMB 50,000,000 ($8,126,381). The transactions were approved by the audit committee.

        For the six-month periods ended June 30, 2013 and 2014, Trina China purchased goods and equipment maintenance services for a total price of RMB 1,644,764 ($262,840) and RMB 1,194,303 ($194,825), respectively, from Changzhou Junhe Mechanical Co., Ltd. The transactions were approved by the audit committee.

        For the six-month period ended June 30, 2014, Trina China purchased wafers for a total price of RMB 5,427,351 ($881,350) from and sold modules for a total price of RMB 21,028,718 ($3,416,135) to Jiuling, respectively. The transactions were approved by the audit committee.

16. COMMITMENTS AND CONTINGENCIES

        As of June 30, 2014, the Company's commitments to purchase property, plant and equipment and prepaid land use right associated with the expansion of the Company's solar module manufacturing and downstream project business are approximately $169 million.

        In order to better manage the Company's unit costs and to secure adequate and timely supply of polysilicon and wafer materials, the Company entered into a number of multi-year supply agreements with periods from 2008 through 2020 for quantities that are expected to meet the Company's anticipated production needs. Pursuant to the original terms of these agreements, the Company was required to purchase fixed or minimum quantities of polysilicon and wafer at fixed prices. During 2012, the Company renegotiated and revised the pricing terms of the supply agreements with certain suppliers. Under the terms of the revised supply agreements, the Company commits to purchase the

F-22



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

16. COMMITMENTS AND CONTINGENCIES (Continued)

minimum quantities at the prevailing market prices at the time of the purchase from June 30, 2014 to 2020 as follows:

 
  Wafer
(Piece in Million)
  Polysilicon
(Metric Ton)
 

Period from June 30 to December 31, 2014

    212     1,068  

Year ending December 31,

   
 
   
 
 

2015

    625     3,960  

2016

    625     2,650  

2017

    625     2,650  

2018

    625     2,650  

2019

    625     2,650  

Thereafter

    625     2,650  
           

Total

    3,962     18,278  
           
           

        In addition, in order to better manage the Company's unit costs of production, the Company also entered into a long-term wafer slicing process service agreement with Youze, a related party, for periods from 2014 through 2016. The Company commits to procure the minimum quantities of wafer which is processed by Youze, at the prevailing market prices at the time of the purchase from July 1, 2014 to 2016 as follows:

 
  Wafer
(Megawatts)
 

Period from June 30 to December 31, 2014

    400  

Year ending December 31,

   
 
 

2015

    500  

2016

    600  

Thereafter

     
       

Total

    1,500  
       
       

        The Company also renegotiated with a supplier during 2012 on the pricing terms of take-or-pay contracts for the remaining procurement periods from 2014 to 2018. Pursuant to the revised contract terms, the Company is obligated to purchase fixed quantities of polysilicon materials at a range of price subject to negotiation. To the extent that the Company fails to take delivery of the polysilicon materials based on the revised term for three consecutive months, the revised pricing terms are nullified, and the take-or-pay contracts will then be subject to the original fixed price terms. As of June 30, 2014, the

F-23



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

16. COMMITMENTS AND CONTINGENCIES (Continued)

amount of the fixed and determinable portion of the obligation with respect to these contracts based on the minimum price of the range is as follows:

 
  $ million  

Period from June 30, 2014 to December 31, 2014

    15.5  

Year ending December 31

   
 
 

2015

    41.0  

2016

    34.4  

2017

    32.8  

2018

    32.0  

Thereafter

     
       

Total

    155.7  
       
       

        The Company's total purchase under the above take-or-pay contracts was $24 million and $32 million, respectively, for the six-month periods ended June 30, 2013 and 2014.

        The Company has made advances to suppliers where the Company has committed to purchase minimum quantities under some of the supply agreements. The Company does not require collateral or other security against its advances to related or third party suppliers. As a result, the Company's claims for such prepayments would rank only as an unsecured claim, which exposes the Company to the credit risks of the suppliers. Also, the Company may not be able to recover all unutilized advances to suppliers if the Company does not purchase the minimum quantities or is unable to negotiate or renegotiate acceptable quantities, prices and delivery terms with these suppliers.

        The Company had operating lease agreements principally for its office properties in the PRC, Europe and the US. The Company's lease expense was $1,847,476 and $2,474,727 for the six-month periods ended June 30, 2013 and 2014, respectively.

        Future minimum lease payments are as follows:

 
  $  

Period from June 30 to December 31, 2014

    911,128  

Year ending December 31

   
 
 

2015

    1,312,598  

2016

    675,806  

Thereafter

     
       

Total

    2,899,532  
       
       

        In 2011, solar panel manufacturing companies in the United States filed antidumping and countervailing duty petitions with the U.S. government, which resulted in the institution of antidumping and countervailing duty investigations relating to imports into the United States of Crystalline Silicon Photovoltaic ("CSPV") cells, whether or not assembled into modules, from China. In December 2012, following completion of those investigations by the U.S. International Trade Commission, or

F-24



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

16. COMMITMENTS AND CONTINGENCIES (Continued)

Commission, and the U.S. Department of Commerce, or Commerce, antidumping and countervailing duty orders were imposed on imports into the United States covered by the investigation, including imports of the Company's products. The orders require an effective net cash deposit rate of 23.75%. The actual duty rates at which entries of covered merchandise will be finally assessed may differ from the announced deposit rates because they are subject to completion of ongoing administrative reviews of the antidumping and countervailing duty orders. The Company expects the first administrative reviews to be completed by early 2015. In February 2013, the Company, along with other parties, including the U.S. companies that petitioned for the investigations, filed appeals with the U.S. Court of International Trade, or CIT, challenging various aspects of Commerce's findings. Final decisions by the CIT on those appeals are expected in late 2014, and further appeals are possible. The Company may not be successful in its appeals, in which case the scope of the antidumping and countervailing duty orders could remain or be expanded.

        Also, on December 31, 2013, SolarWorld Industries America, Inc., or SolarWorld, a U.S. producer of solar cells and panels, filed petitions with the U.S. government resulting in the institution of new antidumping and countervailing duty investigations. The petitions accuse Chinese producers of certain CSPV cells and modules of dumping their products in the United States and receiving countervailable subsidies from the Chinese government. This trade action also accuses Taiwanese producers of certain CSPV cells and modules of dumping their products in the United States. According to SolarWorld, the new trade action is intended to close a loophole in the scope of the existing antidumping and countervailing duty orders. In that regard, under the new petitions, solar cells produced in any country, using Chinese ingots or wafers where manufacturing begins in China and is finished in another country, and incorporated into Chinese-made modules will be subject to antidumping and countervailing duties. If it is determined that the Company exports merchandise covered by the new trade action to the United States and antidumping or countervailing duties are imposed on such merchandise, its export sales to the United States could be adversely affected. The Commission issued preliminary affirmative injury determinations on February 14, 2014. On June 3, 2014, Commerce released its preliminary determination that certain imports from China are benefitting from improper government subsidies and, therefore, potentially subject to the imposition of countervailing duties. In that regard, effective June 10, 2014, the Company's products have been subject to a preliminary cash-deposit rate of 18.56% when imported into the United States. In addition, on July 25, 2014, Commerce released its preliminary determination that certain solar product imports from China are potentially subject to antidumping duties. In that regard, effective July 31, 2014, the Company's products have been subject to a preliminary cash-deposit rate of 26.33%. As a result of these preliminary determinations, the Company's products are subject to a combined deposit rate of 29.3% when imported into the United States, taking into account both the countervailing duties and the anti-dumping duties. Preliminary margins are subject to change pending Commerce's final determinations, and duties will be imposed only if the Commission makes final affirmative injury determinations. Anti-dumping duties imposed on Taiwanese producers may also affect the Company as it uses solar cells produced in Taiwan in some of its solar modules, and the Company is considering other sources of solar cells in its production. Final determinations in the antidumping and countervailing duty investigations are expected to be issued by the Commission and Commerce later this year or early next year. The government of China has notified the U.S. Government that it wants to discuss an agreement to suspend the antidumping investigations. Should that not happen and the final antidumping and countervailing duty

F-25



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

16. COMMITMENTS AND CONTINGENCIES (Continued)

determinations be unfavorable to the Company, its financial condition and results of operations may be negatively affected. For the period from June 10, 2014 to June 30, 2014, the Company recorded deposits of $6.1 million as cost of goods sold in relation to the goods imported and sold in the United States, and recorded deposits of $4.8 million as cost of inventories for the goods imported but still held by the Company in the United States.

        On September 6, 2012 and November 8, 2012, the European Commission announced the initiation of antidumping and anti-subsidy investigations, respectively, concerning imports into the European Union of CSPV modules and key components (i.e., cells and wafers) originating in China. On December 5, 2013, the Council of the European Union announced its final decision imposing antidumping and anti-subsidy duties on imports of CSPV cells and modules originating in or consigned from China. An average duty of 47.7%, consisting of both antidumping and anti-subsidy duties, are applicable for a period of two years beginning on December 6, 2013 to imports from Chinese solar panel exporters who, like the Company, cooperated with the European Commission's investigations. However, on the same day, the European Commission accepted a price undertaking by Chinese export producers in connection with the antidumping and anti-subsidy proceedings. As a result, imports from Chinese solar panel exporters that are made pursuant to the price undertaking are exempt from the final antidumping and anti-subsidy duties imposed by the European Union. The Company intends to comply with the minimum price and other conditions set forth in the undertaking so that its exported products will be exempt from the antidumping and anti-subsidy duties imposed by the European Commission. An industry group in the European Union that represents a number of manufacturers in Europe recently lodged a complaint with the European Commission alleging that Chinese solar producers, including Trina, are violating the price undertaking agreement. The Company does not believe that it is, and has publically stated that it is not, violating the price undertaking deal. European Union investigators have pledged to investigate the complaint and, if they find evidence of violations, it is possible that the price undertaking agreement could be withdrawn. If the agreement is withdrawn or if the Company are found by competent authorities not to be in compliance at any time with the price undertaking or the imports from all the PRC exporters exceed the annual volume established by the price undertaking, the above-described duties would be applied on its exports to the European markets and could materially and adversely affect its affiliated European Union operations and increase its cost of selling into the region, which could negatively affect the Company's financial conditions and results of operations.

        It is also possible that other antidumping or countervailing duty or other import restrictive proceedings will be initiated in any number of additional jurisdictions. For example, in November 2012, India initiated antidumping investigations against solar cell imports from China, the United States, Malaysia and Taiwan, and in May 2014, India's Department of Commerce recommended imposing duties on electricity produced on "solar cell" imports from these countries. However, in September 2014 India's Ministry of Finance decided against imposing any such duties. Further, on May 14, 2014, Australia initiated an antidumping investigation against certain CSPV modules or panels exported to Australia from China. Although the Company's policy requires that all of its export sales comply with international trade practices, it cannot guarantee that the government agencies in the jurisdictions in which actions are brought will not impose trade remedy actions. Under antidumping and countervailing duty laws, significant additional duties may be imposed on imports of the products into these countries, which increase the costs of accessing these additional markets. As a result of the duties

F-26



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

16. COMMITMENTS AND CONTINGENCIES (Continued)

imposed by the relevant authorities, or if duties are imposed on PRC-manufactured products, the Company may adjust its business strategy for selling into these jurisdictions. Any change in the Company's business strategy would create a number of operational and legal uncertainties. Any of the above scenarios may materially and adversely impact the Company's sales, thereby limiting its opportunities for growth.

17. SEGMENT INFORMATION

        During the first quarter of 2014, the Company's solar projects development segment, which is engaged in the construction, sale and operation of solar projects, met the criteria of quantitative threshold according to ASC 280-10-50-10, and it is expected that this segment will continue to be of significance. Therefore, beginning in the first quarter of 2014, the Company is reporting its financial performance based on the two segments: manufacturing segment and solar projects segment.

F-27


TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in U.S. dollars, except share data)

17. SEGMENT INFORMATION (Continued)

        The following table set forth the results of operations of the Company's segments and reconciliation with the Company's consolidated results of operations for the six-month periods ended June 30, 2013 and 2014:

 
  For the six-month periods ended June 30,  
 
  2013   2014  
 
  $   $  
 
  Manufacturing   Solar projects   Elimination(1)   Total   Manufacturing   Solar projects   Elimination(1)   Total  

Net sales

    727,873,656     4,366,097     (31,292,950)     700,946,803     977,091,344     71,115,319     (83,970,305 )   964,236,358  

Gross profit

    55,001,167     2,521,786     (1,880,616)     55,642,337     159,450,636     17,807,896     (5,510,952 )   171,747,580  

Interest (expense) income, net

    (24,037,003 )   (225,157 )   —       (24,262,160 )   (14,605,963 )   (2,178,571 )   —       (16,784,534 )

(Loss) income before income taxes

    (101,033,048 )   (1,455,811 )   (1,880,616)     (104,369,475 )   42,568,495     8,298,236     (5,510,952 )   45,355,779  
 
  Manufacturing   Solar projects   Elimination(2)   Total   Manufacturing   Solar projects   Elimination(2)   Total  
 
  $
  $
 
 
  As of December 31, 2013   As of June 30,2014  

 


 

Total assets

    2,499,251,808     194,691,747     (126,714,395)     2,567,229,160     2,835,881,438     293,993,379     (249,740,226 )   2,880,134,591  
(1)
Elimination refers to the elimination of sales and profit from the sale of solar modules from the manufacturing segment to the solar project segment.

(2)
Elimination refers to the elimination of unsettled receivables of the manufacturing segment and unsettled payables of the solar projects segment resulting from the above sales of solar modules.

F-28



TRINA SOLAR LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in U.S. dollars, except share data)

17. SEGMENT INFORMATION (Continued)

        The following table summarizes the Company's net sales generated from different geographic locations:

 
  Six-month periods ended June 30,  
 
  2013   2014  
 
  $
  $
 

Europe:

             

—United Kingdom

    94,071,583     53,048,458  

—Germany

    135,571,001     15,531,668  

—Spain

    26,881,906     2,554,219  

—Italy

    8,237,201     1,465,790  

—Belgium

    6,968,956     553,615  

—Others

    36,886,373     11,795,714  
           

Europe Total

    308,617,020     84,949,464  

China

    129,868,154     263,287,631  

United States

    105,929,873     328,101,392  

Japan

    53,471,013     214,090,160  

Others

    103,060,743     73,807,711  
           

Total net sales

    700,946,803     964,236,358  
           
           

F-29